As filed with the Securities and Exchange Commission on
August 27, 2003
---------------
Registration No. 333-
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
--
PRE-EFFECTIVE AMENDMENT NO.____
POST-EFFECTIVE AMENDMENT NO. ____
(Check appropriate box or boxes)
FIFTH THIRD FUNDS
(Exact Name of Registrant as Specified in Charter)
1-800-282-5706
(Area Code and Telephone Number)
3435 STELZER ROAD
COLUMBUS, OH 43219
(Address of Principal Executive Offices)
---------------
ALAN G. PRIEST, ESQUIRE
ROPES & GRAY LLP
ONE FRANKLIN SQUARE
1301 K STREET, N.W., SUITE 800 EAST
WASHINGTON, D.C. 20005
(Name and address of Agent for Service)
---------------
Approximate Date of Proposed Public Offering: As soon as practicable after this
Registration Statement becomes effective.
It is proposed that this filing will become effective on September 11, 2003
pursuant to Rule 488.
Title of securities being offered: Units of beneficial interest.
An indefinite amount of the Registrant's securities has been registered under
the Securities Act of 1933 pursuant to Rule 24f-2 under the Investment Company
Act of 1940. In reliance upon such Rule, no filing fee is being paid at this
time.
COMBINED PROSPECTUS/PROXY STATEMENT
IMPORTANT SHAREHOLDER INFORMATION
FIFTH THIRD FUNDS
FIFTH THIRD INTERNATIONAL GDP FUND
FIFTH THIRD WORLDWIDE 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 your Fifth Third 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 of Fifth Third Funds (the "Board" or "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). By voting your proxy, and doing so promptly, you enable Fifth Third
Funds to avoid conducting additional mailings.
Please take a few moments to exercise your right to vote. Thank you FIFTH THIRD
FUNDS
[THIS PAGE INTENTIONALLY LEFT BLANK]
FIFTH THIRD INTERNATIONAL GDP FUND
FIFTH THIRD WORLDWIDE FUND
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To the Shareholders of the Fifth Third International GDP Fund and the Fifth
Third Worldwide Fund:
NOTICE IS HEREBY GIVEN that a Special Meeting of shareholders of the Fifth Third
Funds, will be held at 3435 Stelzer Road, Columbus, Ohio 43219 on October 30,
2003 at 9:00 a.m. Eastern time, for the following purposes:
1. To consider and act upon a Plan of Reorganization ("Reorganization
Plan") adopted by Fifth Third Funds providing for the transfer of all
of the assets of each of the International GDP Fund and the Worldwide
Fund to the Fifth Third International Equity Fund ("International
Equity Fund") in exchange for Institutional, Advisor*, Class A, Class
B or Class C Shares (collectively, "Shares") of the International
Equity Fund and the assumption by the International Equity Fund of all
of the liabilities of each of the International GDP Fund and the
Worldwide Fund, followed by the dissolution and liquidation of each of
the International GDP Fund and the Worldwide Fund, and the
distribution of Shares of the International Equity Fund to the
shareholders of each of the International GDP Fund and the Worldwide
Fund.
2. To elect five Trustees to the Board (four of whom are current Trustees
and one of whom is a nominee) to serve until their successors are
elected and qualified;
3. To approve an Amended and Restated Declaration of Trust;
4a. To approve a change to a fundamental investment limitation regarding
inter-fund lending;
[Proposal 4b is not included in the Combined Prospectus/Proxy
Statement or the Proxy Statement that follows as that proposal does
not relate to the International GDP Fund or the Worldwide Fund.
Shareholders of other Fifth Third Funds will receive a separate
document with that proposal.]
5. To approve an Amended and Restated Investment Advisory Contract;
6a. To approve a change to a fundamental investment limitation regarding
diversification; and
[Proposal 6b is not included in the Combined Prospectus/Proxy
Statement or the Proxy Statement that follows as that proposal does
not relate to the International GDP Fund or the Worldwide Fund.
Shareholders of other Fifth Third Funds will receive a separate
document with that proposal.]
7. To transact such other business as may properly come before the
Meeting or any adjournment thereof.
Proposal 1, with respect to the proposed Reorganization Plan, is described in
the attached Combined Prospectus/Proxy Statement. A copy of the Reorganization
Plan is appended as Appendix A thereto. Proposals 2, 3, 4a, 5, 6a and 7 are
described in the Proxy Statement following the Combined Prospectus/Proxy
Statement. Regarding Proposals 3 and 5, copies of the Amended and Restated
Declaration of Trust and the Amended and Restated Investment Advisory Contract
are appended as Appendices B and C, respectively.
Pursuant to instructions of the Board of Trustees of Fifth Third Funds, the
close of business on September 8, 2003, has been designated as the record date
for determination of shareholders entitled to notice of, and to vote at, the
Special 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.
* Advisor shares of the International Equity Fund will be offered effective
November 7, 2003.
By Order of the Trustees
/s/ Rodney L. Ruehle
Rodney L. Ruehle
Secretary
Fifth Third Funds
Columbus, Ohio
September 18, 2003
1
FIFTH THIRD FUNDS
FIFTH THIRD INTERNATIONAL GDP FUND
FIFTH THIRD WORLDWIDE FUND
3435 Stelzer Road
Columbus, Ohio 43219
September 18, 2003
Dear Fifth Third International GDP Fund and Fifth Third Worldwide Fund
Shareholders:
Enclosed you will find several documents being provided to you in connection
with a special meeting of the shareholders of the Fifth Third Funds (each, a
"Fund" and collectively, the "Funds") to be held on October 30, 2003 at 9:00
a.m. at 3435 Stelzer Road, Columbus, Ohio 43219. 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.
Regarding Proposal 1, the Combined Prospectus/Proxy Statement constitutes the
Proxy Statement of Fifth Third Funds for the meeting of shareholders of each of
the Fifth Third International GDP Fund ("International GDP Fund") and the Fifth
Third Worldwide Fund ("Worldwide Fund"). It also constitutes the Prospectus of
the Fifth Third International Equity Fund ("International Equity Fund") which is
to issue units of beneficial interest ("Shares") to be distributed to each of
the International GDP Fund and Worldwide Fund shareholders in connection with
the proposed reorganization of each of the International GDP Fund and Worldwide
Fund with and into the International Equity Fund. The Board of Trustees of Fifth
Third Funds (the "Board" or "Trustees") are recommending that shareholders of
each of the International GDP Fund and Worldwide Fund approve a reorganization
in which each of the International GDP Fund and Worldwide Fund will transfer all
of its assets to the International Equity Fund in return for Institutional,
Advisor*, Class A, Class B or Class C Shares of the International Equity Fund.
At the same time, the International Equity Fund will assume all of the
liabilities of each of the International GDP Fund and Worldwide Fund. After the
transfer, Shares of the International Equity Fund will be distributed to the
shareholders of each of the International GDP Fund and Worldwide Fund tax-free
in liquidation of each of the International GDP Fund and Worldwide Fund. As a
result of these transactions, Shares of each of the International GDP Fund and
Worldwide Fund will, in effect, be exchanged at net asset value and on a
tax-free basis for Shares of the International Equity Fund. This transaction
will not result in recognition of any gain or loss for federal income tax
purposes. Shareholders of each of the International GDP Fund and Worldwide Fund
holding Institutional, Advisor, Class A, Class B or Class C Shares, will receive
Institutional, Advisor*, Class A, Class B or Class C Shares, respectively, of
the International Equity Fund.
Fifth Third Asset Management, Inc., the investment advisor to the Funds, has
advised the Board that it believes that the above-described transaction offers
the shareholders of each of the International GDP Fund and the Worldwide Fund
enhanced investment management efficiencies, greater market leverage and market
presence, economies of scale and exposure to Morgan Stanley Investment
Management Inc.'s (the current sub-advisor to the International Equity Fund)
investment expertise.
The Trustees believe that the proposed combination of each of the International
GDP Fund and the Worldwide Fund with the International Equity Fund is in the
best interests of each of the International GDP Fund, the Worldwide Fund and the
International Equity Fund and its shareholders and recommend that you vote in
favor of such proposal.
Regarding the Proxy Statement that follows the Combined Prospectus/Proxy
Statement, Shareholders also will vote to elect five Trustees to the Board, to
approve an Amended and Restated Declaration of Trust, to approve a change to a
fundamental limitation regarding inter-fund lending, to approve an Amended and
Restated Investment Advisory Contract, to approve a change to a fundamental
investment limitation regarding diversification and to transact such other
business as may properly come before the Meeting or any adjournment thereof.
While you are, of course, welcome to join us at the Meeting, most Shareholders
cast their votes by filling out and signing the enclosed proxy card (or vote by
telephone or the Internet). In order to conduct the Meeting, a majority of
shares must be represented either in person or by proxy. Whether or not you plan
to attend the Meeting, we need your vote. Please mark, sign, and date the
enclosed proxy card and return it promptly in the enclosed, postage-paid
envelope so that the maximum number of shares may be voted (or vote by telephone
or the Internet).
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 FIVE 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.
* Advisor shares of the International Equity Fund will be offered effective
November 7, 2003.
Sincerely yours,
/s/ C. David Bunstine
C. David Bunstine
President
Fifth Third Funds
2
September 18, 2003
Fifth Third Funds
3435 Stelzer Road
Columbus, Ohio 43219
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 International GDP Fund ("International GDP Fund") and
Fifth Third Worldwide Fund ("Worldwide Fund"), for use at a Special Meeting of
shareholders to approve the reorganization of each of the International GDP Fund
and Worldwide Fund with and into the Fifth Third International Equity Fund
("International Equity Fund", and together with the International GDP Fund and
the Worldwide Fund, the "Funds"). International GDP Fund and Worldwide Fund
shareholders of record on September 8, 2003 are entitled to receive notice of
and to vote at the Special Meeting. The reorganization contemplates the transfer
of all the assets and liabilities of each of the International GDP Fund and
Worldwide Fund to the International Equity Fund (collectively, the "Funds") in
exchange for Shares of the International Equity Fund, followed by the
dissolution and liquidation of each of the International GDP Fund and Worldwide
Fund, and the distribution of International Equity Fund Shares to shareholders
of each of the International GDP Fund and Worldwide Fund (the "Transaction"). As
a result of the Transaction, each shareholder of each of the International GDP
Fund and Worldwide Fund will receive a number of full and fractional Shares of
the International Equity Fund equal in value at the date of the exchange to the
net asset value of each of the International GDP Fund and Worldwide Fund shares
transferred by each shareholder to the International Equity Fund. The
Transaction will not result in a recognition of any gain or loss for federal
income tax purposes. International GDP Fund and Worldwide Fund shareholders
holding Institutional, Advisor, Class A, Class B or Class C Shares, will receive
Institutional, Advisor*, Class A, Class B or Class C Shares, respectively, of
the International Equity Fund.
The International GDP Fund, Worldwide Fund and the International Equity Fund are
portfolios ("series") of Fifth Third Funds, which is an open end management
investment company consisting of 37 separate funds.
This Combined Prospectus/Proxy Statement explains concisely what you should know
before investing in the International Equity Fund. Please read it carefully and
keep it for future reference. The current Statement of Additional Information of
Fifth Third Funds for the Funds dated November 30, 2002, as amended February 28,
2003 ("Fifth Third Statement of Additional Information"), has been filed with
the Securities and Exchange Commission and is incorporated by reference into
this Combined Prospectus/Proxy Statement. The Fifth Third Statement of
Additional Information may be obtained, without charge, by writing to Fifth
Third Funds, 3435 Stelzer Road, Columbus, Ohio 43219 or by calling
1-800-282-5706. In addition, a Statement of Additional Information dated
September 18, 2003, relating to the Transaction described in this Combined
Prospectus/Proxy Statement has been filed with the Securities and Exchange
Commission and is also incorporated by reference into this Combined
Prospectus/Proxy Statement. Such Statement of Additional Information may be
obtained, without charge, by writing Fifth Third Funds at the above-listed
address or by calling 1-800-282-5706. Fifth Third Funds will furnish, without
charge, a copy of the Annual Report dated July 31, 2002 and the Semi-Annual
Report dated January 31, 2003 to a shareholder upon written request to Fifth
Third Funds at the above-listed address or by calling 1-800-282-5706.
Investment Advisor-- Fifth Third Asset Management, Inc., 38 Fountain Square
Plaza, Cincinnati, Ohio 45263.
Investment Sub-Advisor - (International Equity Fund) Morgan Stanley Investment
Management, Inc., 1221 Avenue of the Americas, New York, New York 10020.
Administrator - Fifth Third Bank, 38 Fountain Square Plaza, Cincinnati, Ohio
45263.
Distributor - Fifth Third Funds Distributor, Inc, 3435 Stelzer Road, Columbus,
Ohio 43219.
* Advisor shares of the International Equity Fund will be offered effective
November 7, 2003.
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.
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.
September 18, 2003
3
TABLE OF CONTENTS
PROPOSAL (1) APPROVAL OF PLAN OF REORGANIZATION 5
FEE TABLES 6
SYNOPSIS OF PROSPECTUS 9
PRINCIPAL RISK FACTORS 11
INFORMATION ABOUT THE TRANSACTION 12
VOTING INFORMATION 44
INTEREST OF CERTAIN PERSON IN THE TRANSACTION XX
PROPOSAL (2) ELECTION OF TRUSTEES XX
PROPOSAL (3) APPROVAL OF AMENDED AND RESTATED DECLARATION OF TRUST XX
PROPOSAL (4a) APPROVAL OF CHANGE TO INVESTMENT LIMITATION (INTERFUND LENDING) XX
PROPOSAL (5) APPROVAL OF AMENDED AND RESTATED INVESTMENT ADVISORY CONTRACT XX
PROPOSAL (6a) APPROVAL OF CHANGE TO INVESTMENT LIMITATION (DIVERSIFICATION) XX
PROPOSAL (7) APPROVAL OF OTHER MATTERS XX
4
PROPOSAL (1)
APPROVAL OF
PLAN OF REORGANIZATION
At a meeting held on August 12, 2003, the Trustees unanimously approved a Plan
of Reorganization ("Reorganization Plan") pursuant to which each of the
International GDP Fund and the Worldwide Fund would be merged with and into the
International Equity Fund on or about November 10, 2003 ("the Exchange Date").
On the Exchange Date, each of the International GDP Fund and the Worldwide Fund
will transfer all of its assets and liabilities to the International Equity Fund
in exchange for Shares of the International Equity Fund having an aggregate net
asset value equal to the aggregate value of the net assets acquired from each of
the International GDP Fund and the Worldwide Fund. The assets and liabilities of
each of the International GDP Fund and the Worldwide Fund and the International
Equity Fund will be valued as of the close of trading on the New York Stock
Exchange on the business day preceding the Exchange Date. Following the
transfer, each of the International GDP Fund and the Worldwide Fund will be
dissolved and Shares of the International Equity Fund received by each of the
International GDP Fund and the Worldwide Fund will be distributed to each of the
International GDP Fund and the Worldwide Fund shareholders in liquidation of
each of the International GDP Fund and the Worldwide Fund. As a result of the
proposed Transaction, shareholders of each of the International GDP Fund and the
Worldwide Fund will receive a number of full and fractional Shares equal in
value at the date of the exc{ hange to the value of the net assets of each of
the International GDP Fund and the Worldwide Fund transferred to the
International Equity Fund attributable to the shareholder (based on the
proportion of the outstanding Shares of each of the International GDP Fund and
the Worldwide Fund owned at the time by the shareholder). The Transaction will
not result in any gain or loss for federal income tax purposes. All
International GDP Fund and Worldwide Fund shareholders will receive Shares of
the Fifth Third class (Institutional, Advisor*, Class A, Class B or Class C)
that corresponds to the class of International GDP Fund and Worldwide Fund
Shares that they hold (Institutional, Advisor, Class A, Class B or Class C,
respectively).
For the reasons set forth below under "Reasons for the Proposed Reorganization,"
the Trustees, including Trustees 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 each of the International GDP
Fund, the Worldwide Fund, the International Equity Fund and their respective
existing shareholders. In reaching this conclusion, the Trustees considered,
among other things:
(1) the compatibility of the objectives, strategies, restrictions and
investment portfolios of the International Equity Fund with those of
each of the International GDP Fund and the Worldwide Fund;
(2) the qualifications and experience of Fifth Third Asset Management,
Inc. and Morgan Stanley Investment Management, Inc. and the
performance history of the International GDP Fund, the Worldwide Fund
and the International Equity Fund;
(3) the investment management efficiencies that may be gained and the
potential economies of scale which could be realized;
(4) the continuation of all shareholder services currently provided to
shareholders of each of the International GDP Fund and the Worldwide
Fund;
(5) the projected expense ratios and shareholder fees of the International
Equity Fund compared to each of the International GDP Fund and the
Worldwide Fund;
(6) the impact of any fees and expenses of the Transaction that will be
borne directly or indirectly by the International GDP Fund, the
Worldwide Fund and the International Equity Fund;
(7) the fact that the Transaction will not result in a recognition of any
gain or loss for federal income tax purposes;
(8) the fact that the potential benefits of the Transaction will outweigh
any negative potential direct or indirect Federal income tax
consequences of the Transaction to the shareholders of each of the
International GDP Fund and the Worldwide Fund;
(9) that the economic interests of shareholders of each of the
International GDP Fund, the Worldwide Fund and the International
Equity Fund will not be diluted as a result of the proposed
Transaction; and
(10) the recommendation of Fifth Third Asset Management, Inc. in favor of
the Transaction.
International GDP Fund and Worldwide Fund shareholders who do not wish to be
reorganized into the International Equity Fund and have their Fund shares
exchanged for shares of the International Equity Fund should redeem their shares
prior to the consummation of the reorganization. If you redeem your shares you
may recognize a taxable gain or loss based on the difference between your tax
basis in the shares and the amount you receive for them.
* Advisor shares of the International Equity Fund will be offered effective
November 7, 2003.
5
FEE TABLE
A fee table showing the current fees as of July 31, 2002 for each Fund, as well
as the pro forma fees annualized after the reorganization and after fee waivers
and/or expense reimbursement, are below.
FIFTH THIRD INTERNATIONAL GDP FUND FIFTH THIRD WORLDWIDE FUND5
Institutional Class A Class B Class C Institutional Advisor Class C
Shareholder Fees (fees paid
directly from your investment)
Maximum Sales Charge (Load)
Imposed on Purchases (as a
percentage of offering price) None 5.00% None None None None None
Maximum Sales Charge on Reinvested Dividends None None None None None None None
Maximum Deferred Sales Load None None 5.00%2 1.00%4 None None 1.00%4
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)
Management Fees 0.75% 0.75% 0.75% 0.75% 1.00% 1.00% 1.00%
Distribution/Service (12b-1) Fees None 0.25% 1.00% 0.75% None 0.50% 0.75%
Other Expenses 0.31% 0.31% 0.29% 0.48% 0.70% 0.66% 1.07%
Total Annual Fund Operating Expenses 1.06%1 1.31%1 2.04%3 1.98%3 1.70%1 2.16%1 2.82%3
1 The Funds' Advisor and Administrator have contractually agreed to waive fees
and/or reimburse expenses to limit total annual fund operating expenses for the
International GDP Fund to 1.01% for Institutional shares and to 1.26% for Class
A shares and for the Worldwide Fund to 1.44% for Institutional shares and to
1.94% for Advisor shares. These waivers and expense reimbursements will remain
in effect until April 2, 2003 for the International GDP Fund and until November
30, 2003 for the Worldwide Fund. After April 2, 2003, the Fund's Advisor,
Distributor and Administrator have voluntarily agreed to waive fees and/or
reimburse expenses to limit total annual fund operating expenses for the
International GDP Fund to 1.01% for Institutional shares and to 1.26% for Class
A shares. These waivers and expense reimbursements may be discontinued at any
time.
2 5% in the first year after purchase, declining to 4% in the second year, 3% in
the third and fourth years, 2% in the fifth year, 1% in the sixth year and
eliminated thereafter. Approximately eight years after purchase, Class B shares
automatically convert to Class A shares.
3 The Fund's Advisor, Distributor and Administrator have voluntarily agreed to
waive fees and/or reimburse expenses to limit total annual fund operating
expenses for the International GDP Fund to 2.00% for Class B shares and 1.98%
for Class C shares and for the Worldwide Fund to 2.45% for Class C shares. These
waivers and/or expense reimbursements may be discontinued at any time.
4 The CDSC for Class C Shares of 1.00% applies to shares redeemed within the
first year of purchase.
5 In addition to the expenses shown above, if you buy and hold shares of the
Worldwide Fund you will indirectly bear your pro rata share of the fees and
expenses incurred by the underlying funds in which the Fund invests, so that the
investment returns of the Fund will be net of the expenses of the underlying
funds. Expenses shown do not include expenses of the underlying funds in which
the Fund invests.
6
FIFTH THIRD INTERNATIONAL EQUITY FUND PRO FORMA
FIFTH THIRD INTERNATIONAL EQUITY FUND
Institutional Advisor* Class A Class B Class C Institutional Advisor Class A Class B Class C
Shareholder Fees (fees paid
directly from your investment)
Maximum Sales Charge (Load)
Imposed on Purchases (as a
percentage of offering price) None None 5.00% None None None None 5.00% None None
Maximum Sales Charge on
Reinvested Dividends None None None None None None None None None None
Maximum Deferred Sales Load None None None 5.00%1 1.00%2 None None None 5.00%1 1.00%2
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)
Management Fees 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00%
Distribution/Service (12b-1) Fees None 0.50% 0.25% 1.00% 0.75% None 0.50% 0.25% 1.00% 0.75%
Other Expenses 0.38% 0.38% 0.37% 0.38% 0.63% 0.36% 0.36% 0.36% 0.36% 0.61%
Total Annual Fund
Operating Expenses 1.38% 1.88% 1.62% 2.38% 2.38% 1.35% 1.86% 1.60% 2.36% 2.36%
Fee Waiver and/or Expense
Reimbursement -- -- -- -- -- 0.01%3 0.01%3 0.01%3 0.01%3 0.01%3
Net Expenses -- -- -- -- -- 1.35% 1.85% 1.60% 2.35% 2.35%
* Advisor shares of the International Equity Fund will be offered effective
November 7, 2003.
1 5% in the first year after purchase, declining to 4% in the second year, 3% in
the third and fourth years, 2% in the fifth year, 1% in the sixth year and
eliminated thereafter. Approximately eight years after purchase, Class B shares
automatically convert to Class A shares.
2 The CDSC for Class C Shares of 1.00% applies to shares redeemed within the
first year of purchase.
3 The Funds' Advisor and Administrator have contractually agreed to waive fees
and/or reimburse expenses to limit total annual fund operating expenses for the
International Equity Fund to 1.35% for Institutional shares, 1.85% for Advisor
shares, 1.60% for Class A shares and to 2.35% for Class B and Class C shares.
These waivers and expense reimbursements will remain in effect until November
30, 2005. Under the terms of the Expense Limitation Agreement, fees waived or
expenses reimbursed by the Advisor and Administrator are subject to
reimbursement by the Fund only during a month in which the Expense Limitation
Agreement is in effect, but no reimbursement payment will be made by the Fund if
it would result in the Fund exceeding the expense limitation described above.
7
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. Because these examples are hypothetical and for comparison
only, your actual costs may be different.
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
Fifth Third International GDP Fund
Institutional Shares $108 $337 $585 $1,294
Class A Shares $627 $894 $1,182 $2,000
Class B Shares
Assuming Redemption $707 $940 $1,298 $2,181
Assuming No Redemption $207 $640 $1,098 $2,181
Class C Shares
Assuming Redemption $301 $621 $1,068 $2,306
Assuming No Redemption $201 $621 $1,068 $2,306
Fifth Third Worldwide Fund
Institutional Shares $147 $510 $899 $1,987
Advisor Shares $197 $655 $1,139 $2,476
Class C Shares
Assuming Redemption $385 $874 $1,489 $3,147
Assuming No Redemption $285 $874 $1,489 $3,147
Fifth Third International Equity Fund
Institutional Shares $140 $437 $755 $1,657
Advisor Shares $191 $591 $1,016 $2,201
Class A Shares $657 $986 $1,337 $2,326
Class B Shares
Assuming Redemption $741 $1,042 $1,470 $2,527
Assuming No Redemption $241 $742 $1,270 $2,527
Class C Shares
Assuming Redemption $341 $742 $1,270 $2,716
Assuming No Redemption $241 $742 $1,270 $2,716
Fifth Third International Equity Fund Pro Forma
Institutional Shares $137 $429 $743 $1,633
Advisor Shares $188 $583 $1,004 $2,178
Class A Shares $655 $981 $1,330 $2,314
Class B Shares
Assuming Redemption $738 $1,034 $1,459 $2,508
Assuming No Redemption $238 $734 $1,259 $2,508
Class C Shares
Assuming Redemption $338 $734 $1,259 $2,695
Assuming No Redemption $238 $734 $1,259 $2,695
8
SYNOPSIS
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 Fifth Third Statement
of Additional Information, and the Appendix attached hereto.
Key Features of Transaction. The shareholders of each of the International GDP
Fund and the Worldwide Fund are being asked to approve or disapprove the Plan of
Reorganization adopted by the Trustees dated as of August 12, 2003 (the
"Reorganization Plan"), a copy of which is attached to this Combined
Prospectus/Proxy Statement as Appendix A. The Reorganization Plan provides,
among other things, for the transfer of all of the assets of each of the
International GDP Fund and the Worldwide Fund to the International Equity Fund
in exchange for the assumption by the International Equity Fund of all of the
liabilities of each of the International GDP Fund and the Worldwide Fund and for
a number of Shares of the designated class calculated based on the value of the
net assets of each of the International GDP Fund and the Worldwide Fund acquired
by the International Equity Fund and the net asset value per Share of the
International Equity Fund, all as more fully described below under "Information
about the Reorganization." After receipt of Shares, each of the International
GDP Fund and the Worldwide Fund will dissolve, distributing the Shares to its
shareholders in complete liquidation, and each of the International GDP Fund and
the Worldwide Fund will be terminated. Prior to the date of such transfer (the
"Exchange Date"), each of the International GDP Fund and the Worldwide Fund 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), if any, and net realized capital gains, if any, through the
Exchange Date.
At a meeting held on August 12, 2003, the Trustees, including the independent
Trustees, voted unanimously to approve the Transaction and to recommend that
shareholders of each of the International GDP Fund and the Worldwide Fund also
approve the Transaction. Approval of the Reorganization Plan requires the
affirmative vote of a majority of votes cast by each of the International GDP
Fund and the Worldwide Fund.
A shareholder of the International GDP Fund or the Worldwide 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 Shares if the Transaction is consummated over his or her
objection. However, Shares of each of the International GDP Fund and the
Worldwide Fund are redeemable for cash at their net asset value on days on which
the New York Stock Exchange is open for regular trading. If you redeem your
Shares, you may recognize a taxable gain or loss based on the difference between
your tax basis in the Shares and the amount you receive for them.
In the event that this proposal is not approved by the shareholders of each of
the International GDP Fund and the Worldwide 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 Reorganization Plan is obtained, the reorganization of each of the
International GDP Fund and the Worldwide Fund will be consummated.
Comparison. Below is a brief comparison of the principal investment objectives
and strategies of each of the International GDP Fund and the Worldwide Fund to
the International Equity Fund. The following discussion is qualified in its
entirety by the disclosure on such subjects contained in this Combined
Prospectus/Proxy Statement and the Fifth Third Statement of Additional
Information. For a full and detailed description of permitted investments, see
such applicable document.
The proposed reorganization may result in higher than normal portfolio turnover.
Fundamental Objective.
Each of the International GDP Fund and International Equity Fund seeks long-term
capital appreciation. The Worldwide Fund seeks a high level of total return
(using a combination of capital appreciation and income) consistent with
reasonable risk.
Principal Investment Strategies.
International GDP Fund. Under normal circumstances, the Fund invests at least
65% of its total assets in the common and preferred stocks of companies located
in at least three countries in Europe, Australia and the Pacific Rim. The
Advisor considers the size and growth of a country's Gross Domestic Product and
market capitalization relative to other countries when determining region and
country allocations among Europe, Australia and the Pacific Rim. Allocation
among companies is determined based on a stock's attractiveness, industry
attractiveness, and stock market capitalization. Stocks are selected from
9
the countries represented in the Morgan Stanley Capital International Europe,
Australasia, and Far East Equity Index(R) (the "EAFE Index")*. The allocation of
Fund assets may shift from time to time from countries that the Fund considers
overvalued to countries that it considers undervalued. Although the Fund seeks
to equal or exceed the return of the EAFE Index, the Fund may invest its assets
in proportions that differ from this index. The Fund is not, therefore, an
"index" fund, which typically holds securities in the index it attempts to
replicate. The Fund may at times invest more than 25% of its total assets in a
particular country. When the Advisor believes that market conditions warrant a
temporary defensive posture, the Fund may invest up to 100% of its assets in
money market instruments. The taking of such a temporary defensive posture may
adversely affect the ability of the Fund to achieve its investment objective.
Worldwide Fund. Under normal circumstances, the Fund invests primarily in other
mutual funds that invest in equity securities on a domestic, international
and/or global basis. The Fund will structure its portfolio of mutual funds by
(i) identifying certain global investment themes (for example, global
telecommunication or emerging markets) which are expected to provide a favorable
return over the next six to twelve months and (ii) selecting one or more mutual
funds with management styles (for example, value vs. growth or large cap vs.
small cap) or investment concentrations which represent each theme. As market
conditions change, the Fund will exit those investment themes which appear to
have run their course and replace them with more attractive opportunities. The
Fund also will look for opportunities caused by market-moving events (such as
political events, currency devaluations and natural disasters) that cause a
disequilibrium between securities prices and their underlying intrinsic values.
The Fund may invest in index funds and/or leveraged index funds when the Advisor
believes that equity prices in general are likely to rise in the near term.
Leveraged funds attempt to magnify the results of an investment through the
investment in futures contracts and options on securities, future contracts, and
stock indices. For example, a leveraged index fund may perform (increase or
decrease) at 150% of the index's performance to which it was correlated.
Investments in index funds and leveraged index funds are designed to allow the
Fund to seek to profit from anticipated increases in the indexes to which such
funds generally are correlated. The Fund may invest in bear funds and/or
leveraged bear funds when the Advisor believes that equity prices in general are
likely to decline in the near term. A bear fund has an inverse relationship to
the general market and seeks capital appreciation when the market is overvalued.
Investments in bear funds and leveraged bear funds are designed to allow the
Fund to seek profit from anticipated decreases in the indexes to which such
funds generally are inversely correlated. Leveraged bear funds attempt to
magnify the results of a regular bear fund. For example, a leveraged bear fund
may perform (increase or decrease) at 150% of a regular bear fund. When the
Advisor believes that market conditions warrant a temporary defensive posture,
the Fund may invest up to 100% of its assets in high-quality, short-term debt
securities and money market instruments. The taking of such a temporary
defensive posture may adversely affect the ability of the Fund to achieve its
investment objective. Because the Fund reallocates fund investments across
potentially numerous asset subclasses as evolving economic and financial
conditions warrant, the portfolio turnover rate of the Fund is much higher than
that of most other funds with similar objectives. The higher the portfolio
turnover rate, the greater will be the custodial transaction charges borne by
the Fund. Also, a high rate of portfolio turnover may result in high amounts of
realized capital gain that, when distributed to shareholders, is subject to the
payment of taxes by shareholders (at ordinary income rates, in the case of
short-term capital gain of the Fund).
International Equity Fund. Under normal circumstances, the Fund invests at least
80% of its assets in equity securities and at least 65% of its assets in
securities of non-U.S. companies. The companies whose securities are represented
in the Fund's portfolio are located in at least three countries other than the
U.S. The Fund uses a top-down strategy of selecting securities in its portfolio.
It allocates assets among geographic regions and individual countries and
sectors, rather than emphasizing individual stock selection. The Fund
capitalizes on the significance of country and sector selection in international
equity portfolio returns by over and underweighting countries and/or sectors
based on three factors: (i) valuation, (ii) fundamental change, and (iii) market
momentum/technicals. Valuation factors include price/book values and price/cash
earnings. Fundamental change factors include incremental shifts in economic
growth, interest rates, the political, social, business, and regulatory
environment, and monetary and fiscal policy. Market momentum/technical factors
include market capitalization, liquidity, volatility, and investor sentiment.
The Fund's investment subadvisor analyzes both the global economic environment
and the economies of countries throughout the world, focusing mainly on the
industrialized countries comprising the Morgan Stanley Capital International
Europe, Australasia, and Far East Index(R) (the "EAFE Index").* Although the
Fund invests primarily in established foreign securities markets, from time to
time, it may also invest in emerging market countries and, with regard to such
investments, may make global and regional allocations to emerging markets, as
well as allocations to specific emerging market countries. In selecting stocks
in a specific country or sector, the Fund invests in "baskets" of common stocks
and other equity securities. By investing in these "baskets," the Fund generally
attempts to replicate a broad market index (which is usually the Morgan Stanley
Capital International Index or other index for a specific country or sector) in
order to track the underlying performance of that index. Because the Fund
employs a top-down strategy, the portfolio construction does not lend itself to
individual stock selection. When the Advisor believes that market conditions
warrant a temporary defensive posture, the Fund may invest up to 100% of its
assets in high-quality, short-term debt securities and money market instruments.
The taking of such a temporary defensive posture may adversely affect the
ability of the Fund to achieve its investment objective.
* "EAFE Index" is a registered service mark of Morgan Stanley Capital
International, which does not sponsor and is in no way affiliated with the Fund.
10
Distribution, Purchase and Redemption Procedures and Exchange Rights.
Distribution, purchase and redemption procedures and exchange rights are
identical for each Fund.
Federal Tax Considerations. For Federal income tax purposes, the Transaction
will constitute a tax-free reorganization. Accordingly, the Transaction will not
result in the recognition of gain or loss for Federal income tax purposes for
any of the Funds or the shareholders of any Fund, and the aggregate tax basis of
the International Equity Fund shares received by a shareholder of the
International GDP Fund or Worldwide Fund will equal the aggregate tax basis of
the shareholder's International GDP Fund or Worldwide Fund Shares.
A portion of the portfolio assets of the International GDP Fund and the
Worldwide Fund may be sold in connection with the Transaction. Any capital gains
recognized in these sales, if any, will be distributed to the selling Fund's
shareholders as capital gain dividends (to the extent of net capital gains)
and/or ordinary dividends (to the extent of net short-term capital gains) during
or with respect to the year of sale, and such distributions in general will be
taxable to shareholders.
For more information about the federal income tax consequences of the
Transaction, see "Information About the Transaction--Federal Income Tax
Consequences" below.
PRINCIPAL RISK FACTORS
International GDP Fund and International Equity Fund. The principal risks of
investing in the Funds include the risks of investing in equity securities, such
as the risk of sudden and unpredictable drops in value or periods of lackluster
performance. Stocks of foreign companies present additional risks for U.S.
investors. Stocks of foreign companies tend to be less liquid and more volatile
than their U.S. counterparts, in part because accounting standards and market
regulations tend to be less standardized, and economic and political climates
less stable. Fluctuations in exchange rates also may reduce or eliminate gains
or create losses. These risks usually are higher in emerging markets, such as
most countries in Africa, Asia, Latin America and the Middle East. To the extent
that the Funds invest in those kinds of stocks or in those areas, they will be
exposed to the risks associated with those kinds of investments.
The International GDP Fund may invest more than 25% of its assets in a
particular foreign country. A concentration of investments in any one country
could expose the Fund to increased risk due to changes in the economic or
political environment within that country.
Worldwide Fund. The principal risks of investing in the Fund include the risks
of investing in other funds which have substantial investments in foreign
markets. Foreign securities, foreign currencies, and securities issued by U.S.
entities with substantial foreign operations can involve additional risks
relating to political, economic, or regulatory conditions in foreign countries.
These risks include fluctuations in foreign currencies; withholding or other
taxes; trading, settlement, custodial and other operational risks; and the less
stringent investor protection and disclosure standards of some foreign markets.
All of these factors can make foreign investments, especially those in emerging
markets, more volatile and potentially less liquid than U.S. investments. In
addition, foreign markets can perform differently than the U.S. market. If these
factors cause the net asset values of the underlying funds to decline, the
Fund's share price will decline. Because the Fund primarily invests in other
mutual funds which invest in equity securities, the Fund is subject to the risks
of investing in equity securities. The prices of equity securities fluctuate
based on changes in a company's activities and financial condition and in
overall market and financial conditions. The Fund may invest in index funds or
leveraged funds. If equity prices generally decline while the Fund is invested
in an index fund or funds, the Fund could experience substantial losses. Such
losses would be magnified to the extent the Fund is invested in a leveraged
index fund or funds. The Fund may also invest in bear funds or leveraged bear
funds. If equity prices generally rise while the Fund is invested in a bear fund
or funds, the Fund could experience substantial losses. Such losses would be
magnified to the extent the Fund is invested in a leveraged bear fund or funds.
The Fund may invest in a manner that anticipates market trends and market-moving
events. For example, the Fund may invest in index and leveraged index funds when
the Advisor expects the market to increase and invest in bear and leveraged bear
funds when the market is anticipated to decrease. These techniques may produce
substantial losses where the market behaves in a manner contrary to the
Advisor's expectations. The portfolio turnover rate of the Fund is much higher
than that of most other funds with similar objectives. The higher the portfolio
turnover rate, the greater will be the custodial transaction charges borne by
the Fund. Also, a high rate of portfolio turnover may result in high amounts of
realized investment gain subject to the payment of taxes by shareholders. An
investor in the Fund will bear not only his proportionate share of the expenses
of the Fund, but also indirectly similar expenses of the underlying mutual funds
in which the Fund invests. These expenses consist of advisory fees, expenses
related to the distribution of shares, brokerage commissions, accounting,
pricing and custody expenses, printing, legal and audit expenses, and other
miscellaneous expenses.
11
INFORMATION ABOUT THE TRANSACTION
Reorganization Plan; Securities. The proposed Reorganization Plan provides that
the International Equity Fund will acquire all of the assets of each of the
International GDP Fund and the Worldwide Fund in exchange for the assumption by
the International Equity Fund of all of the liabilities of each of the
International GDP Fund and the Worldwide Fund and for Shares all as of the
Exchange Date (defined in the Reorganization Plan to be on or about November 10,
2003, or such other date as determined by the Trustees.) The following
discussion of the Reorganization Plan is qualified in its entirety by the full
text of the Reorganization Plan, which is attached as Appendix A to this
Combined Prospectus/Proxy Statement.
As a result of the Transaction, each shareholder of each of the International
GDP Fund and the Worldwide 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 each of the International GDP Fund and the Worldwide Fund
transferred to the International Equity Fund attributable to the shareholder
(based on the proportion of the outstanding Shares of each of the International
GDP Fund and the Worldwide Fund owned by the shareholder as of the valuation
time). The portfolio securities of each of the International GDP Fund and the
Worldwide 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 August 12, 2003,
all of the Trustees, including the Independent Trustees, unanimously determined
that the reorganization would be in the best interests of each of the
International GDP Fund, the Worldwide Fund and the International Equity Fund 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, each of the International GDP Fund and
the Worldwide 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 each of the International GDP Fund and the Worldwide Fund
will be liquidated and dissolved. Such liquidation and distribution will be
accomplished by the establishment of accounts on the Share records of the
International Equity Fund in the name of such International GDP Fund's and
Worldwide Fund's shareholders, each account representing the respective number
of full and fractional Shares due such shareholder. All International GDP Fund
and Worldwide Fund shareholders will receive Shares of the Fifth Third class
(Institutional, Advisor*, Class A, Class B or Class C) that corresponds to the
Class of each of the International GDP Fund and the Worldwide Fund that they
hold (Institutional, Advisor, Class A, Class B or Class C, respectively).
The consummation of the reorganization is subject to the conditions set forth in
the Reorganization Plan. The Reorganization 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 Reorganization Plan has not been fulfilled and
has not been waived by the party entitled to its benefits, by such party. If the
reorganization is approved, International GDP Fund and Worldwide Fund
shareholders who do not wish to have their Fund Shares exchanged for Shares of
the International Equity Fund should redeem their shares prior to consummation
of the reorganization. If you redeem your Shares you may recognize a taxable
gain or loss based on the difference between your tax basis in the shares and
the amount you received for them.
Other than accounting fees, all fees and expenses incurred by each of
International GDP Fund, Worldwide Fund and/or International Equity Fund as a
direct result of the transaction contemplated by this Plan, will be borne by
Fifth Third Bank and/or Fifth Third Asset Management, Inc., including the costs
of proxy materials, proxy solicitations and legal expenses. Fees and expenses
not incurred directly in connection with the consummation of the Transaction
will be paid by the party directly incurring such expenses, and 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 International Equity Fund or each of the International GDP Fund and the
Worldwide Fund, as the case may be, as a "regulated investment company" within
the meaning of Section 851 of the Code.
The Board has determined that the interests of the existing shareholders of each
of the International GDP Fund, the Worldwide Fund and the International Equity
Fund will not be diluted as a result of the Transaction. Full and fractional
Shares will be issued to each of the International GDP Fund and the Worldwide
Fund's shareholders in accordance with the procedure under the Reorganization
Plan as described above. Each International Equity Fund 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 variations as to dividend, redemption, and voting rights, net
asset values, expenses borne by the classes, and other matters as the Trustees
have authorized, provided that each Share of a class shall represent an equal
proportionate interest in the assets and liabilities of the class with each
other Share of the same class, none having priority or preference over another.
Shares of certain of the Fifth Third Funds are currently divided into five
12
classes: Class A, Class B, Class C, Advisor and Institutional Shares.
Institutional, Advisor*, Class A, Class B or Class C Shares will be distributed
as applicable by Fifth Third Funds in connection with the Transaction. Upon
consummation of the Transaction, International GDP Fund and Worldwide Fund
shareholders holding Institutional, Advisor, Class A, Class B or Class C Shares,
will receive Institutional, Advisor*, Class A, Class B or Class C Shares,
respectively, of the International Equity 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.
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.
* Advisor shares of the International Equity Fund will be offered effective
November 7, 2003.
Reasons For The Proposed Reorganization. A meeting was held on August 12, 2003,
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 existing shareholders of the
International GDP Fund, the Worldwide Fund and the International Equity 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 adopted the Reorganization Plan and recommended approval of the
reorganization.
In electing to approve the reorganization and recommend it to shareholders of
each of the International GDP Fund and the Worldwide Fund, the Trustees acted
upon information provided to them, indicating that the proposed Transaction
would operate in the best interests of each of the International GDP Fund, the
Worldwide Fund and International Equity Fund shareholders. In particular, the
Trustees considered the following details:
(1) The compatibility of the objectives, strategies, restrictions and
investment portfolios of the International Equity Fund with those of
each of the International GDP Fund and the Worldwide Fund.
As discussed under the "Synopsis," the International GDP Fund and the
International Equity Fund share an identical fundamental investment
objective and the Worldwide Fund and the International Equity Fund
have similar fundamental investment objectives. The International GDP
Fund and the International Equity Fund also share similar investment
strategies. The investment strategies of the Worldwide Fund and the
International Equity Fund, in practice, lead to the selection of some
similar investments (although the Worldwide Fund makes its investments
by investing in other mutual funds). The International GDP Fund and
the Worldwide Fund share many similar investment restrictions with the
International Equity Fund.
The Trustees considered the overlap in the portfolio holdings of the
International GDP Fund and the International Equity Fund and
considered that there is no overlap in the portfolio holdings of the
Worldwide Fund and the International Equity Fund, due to the fact that
the Worldwide Fund only invests in other mutual funds. Fifth Third
Asset Management, Inc. advised the Trustees and the Trustees came to
the conclusion that the objectives, strategies, restrictions and
investment portfolios of the International Equity Fund are compatible
with those of each of the International GDP Fund and the Worldwide
Fund.
(2) The qualifications and experience of Fifth Third Asset Management,
Inc. and Morgan Stanley Investment Management, Inc. and the
performance history of the International GDP Fund, the Worldwide Fund
and the International Equity Fund.
The proposed Transaction will allow the portfolio management structure
to be streamlined while also providing the benefit of services from
two investment advisory organizations. Fifth Third Asset Management,
Inc. will continue to provide investment management oversight to the
International Equity Fund as the Fund's investment advisor and Morgan
Stanley Investment Management, Inc. will continue to serve as the
Sub-Advisor to the International Equity Fund. The Trustees considered
the benefits that this arrangement will provide to shareholders of the
International GDP Fund and the Worldwide Fund including exposure to
Morgan Stanley Investment Management, Inc.'s expertise in managing
international assets.
13
David C. Eder* and Ann Thivierge** will continue as co-portfolio
managers of the International Equity Fund.
*David C. Eder has been the co-portfolio manager of the International
Equity Fund since January, 2002. Mr. Eder has over eight years of
portfolio management experience with the Advisor and its predecessor,
Lyon Street Asset Management Company. He earned his BS in business
administration and BS in computer information systems from Aquinas
College in 1987 and MBA from Western Michigan University in April
1998.
**Ann Thivierge has served as co-portfolio manager for the
International Equity Fund since 1995. She joined Morgan Stanley
Investment Management, Inc. in 1986 and is a Managing Director. She
has been a member of MSIM's asset allocation committee for eight
years. She received a BA from James Madison College, Michigan State
University in International Relations and received her MBA from New
York University in Finance.
The Trustees reviewed and compared the performance history of the
International GDP Fund, the Worldwide Fund and the International
Equity Fund. The performance history of the International Equity Fund
generally compares favorable to the performance history of the
International GDP Fund. The performance history of the International
Equity Fund generally does not compare favorable to the performance
history of the Worldwide Fund. However, Fifth Third Asset Management,
Inc. informed the Board of the volatility and overall risk level of
each of the Funds, demonstrating the higher volatility and risk
attributable to the Worldwide Fund.
(3) The investment management efficiencies that may be gained and the
potential economies of scale which could be realized.
The proposed Transaction will allow the portfolio management structure
to be streamlined while also providing the benefit of services from
two investment advisory organizations. Fifth Third Asset Management,
Inc. will continue to provide investment management oversight to the
International Equity Fund as the Fund's investment advisor and Morgan
Stanley Investment Management, Inc. will continue to serve as the
Sub-Advisor to the International Equity Fund. The Trustees considered
the benefits that this arrangement will provide to shareholders of the
International GDP Fund and the Worldwide Fund including exposure to
Morgan Stanley Investment Management, Inc. expertise in managing
international assets.
The Trustees considered the lack of adequate shareholder demand, the
severe asset decline and the heavy shareholder redemption activity
among the International GDP Fund and the Worldwide Fund while
considering the investment similarities among the International GDP
Fund, the Worldwide Fund and the International Equity Fund. As of June
30, 2003, the International Equity Fund had total assets of
approximately $163,544,020 compared with approximately $204,032,072
and $19,156,420 in total assets for each of the International GDP Fund
and the Worldwide Fund, respectively. The merger is expected to result
in greater investment leverage and market presence for the
International Equity Fund. In addition, former International GDP Fund
and Worldwide Fund shareholders would benefit from the resulting
economies of scale attributable to the larger asset size of the
International Equity Fund.
(4) The continuation of all shareholder services currently provided to
shareholders of each of the International GDP Fund and the Worldwide
Fund.
The Fifth Third Funds' Trustees were informed that the shareholder
services provided to the shareholders of the International GDP Fund
and the Worldwide Fund would remain the same if the proposed
Transaction is approved.
(5) The projected expense ratios and shareholder fees of the International
Equity Fund compared to each of the International GDP Fund and the
Worldwide Fund.
The Trustees considered the projected expense ratios and shareholder
fees of the International Equity Fund compared to each of the
International GDP Fund and the Worldwide Fund. The expense ratios and
shareholder fees of the International GDP Fund are lower than the
projected expense ratios for the International Equity Fund. The Board
determined that the potential benefits to be gained from the proposed
Transaction outweigh the expense ratio increase that will be realized
by the former shareholders of the International GDP Fund. The Board
also took into account the fact that the International GDP Fund's
current fee waiver/expense reimbursement would not be continued in
2004. The expense ratios of the Worldwide Fund are higher than the
projected expense ratios for the International Equity Fund. In
addition, because the Worldwide Fund invests in other mutual funds, it
indirectly incurs the expenses of the underlying mutual funds in which
it invests.
14
The Trustees also considered the fee waiver and expense reimbursement
that Fifth Third Asset Management, Inc. has agreed to put a in place
through November 30, 2005 for the International Equity Fund, if the
Transaction is approved. This fee waiver and expense reimbursement
will cap total operating expenses at International Equity Fund to
1.35% for Institutional shares, 1.85% for Advisor shares, 1.60% for
Class A shares and to 2.35% for Class B and Class C shares. These
waivers and expense reimbursements will remain in effect until
November 30, 2005. Furthermore, Fifth Third Asset Management, Inc. and
Morgan Stanley Investment Management, Inc. have both agreed to
investment advisory fee breakpoints. If the proposed Transaction is
approved, Fifth Third Asset Management, Inc. will be paid an
investment advisory fee, accrued daily, equal to 1% of assets up to
$750 million and of 0.80 of 1% for those assets over $750 million.
From the fee it receives, Fifth Third Asset Management, Inc. will pay
Morgan Stanley Investment Management, Inc. an annual investment
advisory fee equal to 0.45 of 1% of the International Equity Fund's
average daily net assets up to $250 million and 0.25% of 1% of the
International Equity Fund's average daily net assets exceeding $250
million.
The sales charges, deferred sales loads and distribution/service
(12b-1) fees (the "Specific Shareholder Fees") of the International
GDP Fund and the Worldwide Fund are identical to the projected
Specific Shareholder Fees of the International Equity Fund.
(6) The impact of any fees and expenses of the Transaction that will be
borne directly or indirectly by the International GDP Fund, the
Worldwide Fund and the International Equity Fund in connection with
the Transaction.
Other than accounting fees, the fees and expenses incurred directly in
connection with the consummation of the Transaction that relate to
proxy materials, proxy solicitations and legal expenses will be borne
by Fifth Third Asset Management, Inc. and/or Fifth Third Bank. Other
expenses incurred directly or indirectly in connection with the
consummation of the Transaction will be borne, pro rata, by the
International GDP Fund, the Worldwide Fund and the International
Equity Fund. The Trustees considered these costs and how they would be
allocated and determined that the costs related to the Transaction
were outweighed by the benefits of the Transaction.
(7) The fact that the Transaction will not result in a recognition of any
gain or loss for federal income tax purposes.
The Fifth Third Funds' Trustees were informed that the proposed
Transaction involving the International GDP Fund, the Worldwide Fund
and the International Equity Fund would occur only if it could be
accomplished without resulting in the imposition of federal income
taxes on the International GDP Fund, the Worldwide Fund or the
International Equity Fund or any of their shareholders as a direct
result of the Transaction.
(8) The fact that the potential benefits of the Transaction will outweigh
any negative potential direct or indirect Federal income tax
consequences of the Transaction to the shareholders of each of the
International GDP Fund and the Worldwide Fund.
The Fifth Third Funds' Trustees considered the potentially negative
federal income tax consequences of the Transaction on the former
shareholders of the International GDP Fund and the Worldwide Fund and
current shareholders of the International Equity Fund, as described in
"Federal Income Tax Consequences" below.
The Board determined that the potential benefits to be gained from the
proposed Transaction outweigh the potentially negative indirect
federal income tax consequences of the Transaction on the former
shareholders of each of the International GDP Fund and the Worldwide
Fund.
(9) That the economic interests of shareholders of each of the
International GDP Fund, the Worldwide Fund and the International
Equity Fund will not be diluted as a result of the proposed
Transaction.
The Fifth Third Funds' Trustees were informed that the interests of
each of the International GDP Fund and the Worldwide Fund and the
International Equity Fund shareholders would not be diluted as a
result of the proposed Transaction, and that each of the International
GDP Fund and the Worldwide Fund shareholders would receive, in the
aggregate, Shares of the International Equity Fund equal in value to
the market value of the assets of each of the International GDP Fund
and the Worldwide Fund.
(10) The recommendation of Fifth Third Asset Management, Inc. in favor of
the Transaction.
Federal Income Tax Consequences. As a condition to the Funds' obligation to
consummate the reorganization, Fifth Third Funds, on behalf of the Funds, will
receive one or more opinions from Ropes & Gray LLP, counsel to Fifth Third
Funds, to the
15
effect that, on the basis of the existing provisions of the Code, current
administrative rules, court decisions, and certain representations by the Funds,
for federal income tax purposes: (i) the Transaction will constitute a
reorganization within the meaning of Section 368(a) of the Code, and each Fund
will be a "party to a reorganization" within the meaning of Section 368(b) of
the Code; (ii) under Section 1032 of the Code no gain or loss will be recognized
by the International Equity Fund upon the receipt of the assets of the
International GDP Fund and the Worldwide Fund in exchange for International
Equity Fund Shares and the assumption by the International Equity Fund of the
liabilities of the International GDP Fund and the Worldwide Fund; (iii) under
Section 362(b) of the Code the basis in the hands of the International Equity
Fund of the assets of the International GDP Fund and the Worldwide Fund
transferred to the International Equity Fund in the transaction will be the same
as the basis of such assets in the hands of the International GDP Fund and the
Worldwide Fund, respectively, immediately prior to the transfer; (iv) under
Section 1223(2) of the Code the holding periods of the assets of the
International GDP Fund and the Worldwide Fund in the hands of the International
Equity Fund will include the periods during which such assets were held by the
International GDP Fund and the Worldwide Fund, respectively; (v) under Section
361 of the Code no gain or loss will be recognized by the International GDP Fund
or the Worldwide Fund upon the transfer of the International GDP Fund's and the
Worldwide Fund's assets to the International Equity Fund in exchange for
International Equity Fund Shares and the assumption by the International Equity
Fund of the liabilities of the International GDP Fund and the Worldwide Fund,
respectively, or upon the distribution of International Equity Fund Shares by
the International GDP Fund and the Worldwide Fund, respectively, to its
shareholders in liquidation; (vi) under Section 354 of the Code no gain or loss
will be recognized by the International GDP Fund's or the Worldwide Fund's
shareholders upon the exchange of their International GDP Fund and Worldwide
Fund Shares, respectively, for International Equity Fund Shares; (vii) under
Section 358 of the Code the aggregate basis of International Equity Fund Shares
each International GDP Fund and Worldwide Fund shareholder receives in
connection with the transaction will be the same as the aggregate basis of his
or her International GDP Fund or Worldwide Fund Shares, respectively, exchanged
therefor; (viii) under Section 1223(1) of the Code each International GDP Fund
and Worldwide Fund shareholder's holding period for his or her International
Equity Fund Shares will be determined by including the period for which he or
she held the International GDP Fund or the Worldwide Fund Shares exchanged
therefor, provided that he or she held such International GDP Fund or Worldwide
Fund Shares as capital assets; and (ix) the International Equity Fund will
succeed to, and take into account (subject to the conditions and limitations
specified in Sections 381, 382, 383 and 384 of the Code and the Regulations
thereunder) the items of the International GDP Fund and the Worldwide Fund
described in Section 381(c) of the Code.
The International Equity Fund's ability to carry forward the pre-merger losses
of the International GDP Fund and the Worldwide Fund and use them to offset
future gains will likely be limited. For example, if the merger had taken place
on June 22, 2003, approximately 19% of the International GDP Fund's net losses
and 46% of the Worldwide Fund's net losses would have become permanently
unavailable for use by the International Equity Fund by reason of the merger. In
addition, as a result of the merger, the benefit of the available pre-merger
losses of the International GDP Fund and the Worldwide Fund will be spread among
a broader group of shareholders than would have been the case absent the merger.
As of June 22, 2003, the pre-merger losses of the International GDP Fund equaled
approximately 44% of its net asset value, and the pre-merger losses of the
Worldwide Fund equaled approximately 66% of its net asset value. If the merger
had taken place on June 22, 2003, pre-merger losses equaling only 32% of the
combined funds' net asset value would have been available to offset future
gains. As a result of this reduction in the relative amount of the pre-merger
losses available to current shareholders of the International GDP Fund and the
Worldwide Fund following the merger, together with the possibility that the
International Equity Fund will be limited in its ability to carry forward its
own pre-merger losses, the shareholders of all three Funds could, under certain
circumstances, pay more taxes, or pay taxes sooner, than they would if the
merger were not to occur.
This description of the federal income tax consequences of the Transaction is
made without regard to the particular facts and circumstances of any
shareholder. Shareholders are urged to consult their own tax advisors as to the
specific consequences to them of the Transaction, including the applicability
and effect of state, local, non-U.S. and other tax laws.
VOTING RIGHTS. Each shareholder of the International GDP Fund and the Worldwide
Fund is entitled to one vote per Share and a proportionate fractional vote for
any fractional Share. The former shareholders of the International GDP Fund and
the Worldwide Fund, as holders of Institutional, Advisor*, Class A, Class B or
Class C Shares of the International Equity 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 International
Equity Fund. As shareholders of the considerably larger International Equity
Fund following the Transaction, the former shareholders of each of the
International GDP Fund and the Worldwide Fund will possess less proportional
voting power when they vote separately as International Equity Fund
shareholders, or shareholders of the classes thereof, than they had when they
voted separately as shareholders of the smaller International GDP Fund or
Worldwide Fund.
* Advisor shares of the International Equity Fund will be offered effective
November 7, 2003.
16
CAPITALIZATION. The following tables (UNAUDITED) set forth as of June 30, 2003
(i) the capitalization of International GDP Fund and the Worldwide Fund, (ii)
the capitalization of the International Equity Fund, and (iii) the pro forma
capitalization of the International Equity Fund as adjusted giving effect to the
proposed acquisition of assets at net asset value:
- -------------------------------------------------------------------------------------------------------------------
FIFTH THIRD INTERNATIONAL GDP FUND FIFTH THIRD WORLDWIDE FUND
- -------------------------------------------------------------------------------------------------------------------
Institutional Class A Class B Class C Institutional Advisor Class C
- -------------------------------------------------------------------------------------------------------------------
Net Assets ($) 198,802,247.62 5,158,483.81 63,261.95 8,078.73 3,518,663.05 15,313,118.29 324,638.91
- -------------------------------------------------------------------------------------------------------------------
Shares 19,224,819.320 508,602.546 6,170.047 790.104 322,008.546 1,431,021.923 30,636.635
- -------------------------------------------------------------------------------------------------------------------
Net Asset Value
per Share ($) 10.34 10.14 10.25 10.22 10.93 10.70 10.60
- -------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
FIFTH THIRD INTERNATIONAL EQUITY FUND FIFTH THIRD INTERNATIONAL EQUITY FUND PRO FORMA COMBINED
- ------------------------------------------------------------------------------------------------------------------------------------
Institutional Class A Class B Class C Institutional Advisor Class A Class B Class C
- ------------------------------------------------------------------------------------------------------------------------------------
Net Assets
($) 158,065,768.52 5,033,820.57 331,149.95 113,281.32 360,386,679.19 15,313,118.29 10,192,304.38 394,411.90 445,998.96
- ------------------------------------------------------------------------------------------------------------------------------------
Shares 20,659,430.974 656,799.161 43,675.225 15,368.439 47,109,369.829 1,999,101.604 1,330,588.039 52,033.232 60,515.463
- ------------------------------------------------------------------------------------------------------------------------------------
Net Asset
Value
per
Share ($) 7.65 7.66 7.58 7.37 7.65 7.66 7.66 7.58 7.37
- ------------------------------------------------------------------------------------------------------------------------------------
17
INFORMATION ABOUT THE INTERNATIONAL EQUITY FUND, THE INTERNATIONAL GDP FUND AND
THE WORLDWIDE FUND
FIFTH THIRD INTERNATIONAL EQUITY FUND
- --------------------------------------------------------------------------------
FUNDAMENTAL OBJECTIVE Long-term capital appreciation.
PRINCIPAL INVESTMENT STRATEGIES Under normal circumstances, the Fund invests at
least 80% of its assets in equity securities and at least 65% of its assets in
securities of non-U.S. companies. The companies whose securities are represented
in the Fund's portfolio are located in at least three countries other than the
U.S.
The Fund uses a top-down strategy of selecting securities in
its portfolio. It allocates assets among geographic regions and individual
countries and sectors, rather than emphasizing individual stock selection. The
Fund capitalizes on the significance of country and sector selection in
international equity portfolio returns by over and underweighting countries
and/or sectors based on three factors: (i) valuation, (ii) fundamental change,
and (iii) market momentum/technicals. Valuation factors include price/book
values and price/cash earnings. Fundamental change factors include incremental
shifts in economic growth, interest rates, the political, social, business, and
regulatory environment, and monetary and fiscal policy. Market
momentum/technical factors include market capitalization, liquidity, volatility,
and investor sentiment.
The Fund's investment subadvisor analyzes both the global economic environment
and the economies of countries throughout the world, focusing mainly on the
industrialized countries comprising the Morgan Stanley Capital International
Europe, Australasia, and Far East Index(R) (the "EAFE Index").1 Although the
Fund invests primarily in established foreign securities markets, from time to
time, it may also invest in emerging market countries and, with regard to such
investments, may make global and regional allocations to emerging markets, as
well as allocations to specific emerging market countries. In selecting stocks
in a specific country or sector, the Fund invests in "baskets" of common stocks
and other equity securities. By investing in these "baskets," the Fund generally
attempts to replicate a broad market index (which is usually the Morgan Stanley
Capital International Index or other index for a specific country or sector) in
order to track the underlying performance of that index. Because the Fund
employs a top-down strategy, the portfolio construction does not lend itself to
individual stock selection.
When the Advisor believes that market conditions warrant a temporary defensive
posture, the Fund may invest up to 100% of its assets in high-quality,
short-term debt securities and money market instruments. The taking of such a
temporary defensive posture may adversely affect the ability of the Fund to
achieve its investment objective.
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.
Stocks of foreign companies present additional risks for U.S. investors. Stocks
of foreign companies tend to be less liquid and more volatile than their U.S.
counterparts, in part because accounting standards and market regulations tend
to be less standardized and economic and political climates less stable.
Fluctuations in exchange rates also may reduce or eliminate gains or create
losses. These risks usually are higher in emerging markets, such as most
countries in Africa, Asia, Latin America and the Middle East. To the extent that
the Fund invests in those kinds of stocks or in those areas, it will be exposed
to the risks associated with those kinds of investments.
- --------------------
1 "EAFE Index" is a registered service mark of Morgan Stanley Capital
International, which does not sponsor and is in no way affiliated with the
Fund.
YEAR-BY-YEAR TOTAL RETURNS AS OF 12/31 FOR CLASS A SHARES
The bar chart above does not reflect the impact of any applicable sales charges
or account fees, which would reduce returns.
Bar Chart:
1995 11.29%
96 8.54%
97 7.96%
98 19.34%
99 25.74%
00 -14.43%
01 -18.01%
Best quarter: Q4 1999 17.70%
Worst quarter: Q3 1998 -11.88%
Year to Date Return (1/1/02 to 9/30/02) -17.90%
18
FIFTH THIRD INTERNATIONAL EQUITY FUND
- --------------------------------------------------------------------------------
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 Morgan Stanley Capital International EAFE Index(R) (the "EAFE Index")
is a widely recognized, unmanaged index composed of a sample of companies
representative of the market structure of 20 European and Pacific Basin
countries.
The returns assume that Fund distributions have been reinvested. The returns for
Class B and C shares will differ from the returns for Class 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.
The after tax returns included in the table are only for Class A Shares. After
tax returns for Class B and Class C Shares will vary.
AVERAGE ANNUAL TOTAL RETURNS (for the periods ended December 31, 2001)
- -----------------------------------------------------------------------------------------------------------------------------
INCEPTION DATE PAST YEAR PAST 5 YEARS SINCE INCEPTION
- -----------------------------------------------------------------------------------------------------------------------------
CLASS A SHARES (WITH 5.00% SALES CHARGE) 8/18/94
Return Before Taxes -22.07% 1.55% 2.78%
Return After Taxes on Distributions1 -22.46% -0.35% 1.05%
Return After Taxes on Distributions and Sale of Fund Shares1 -13.45% 0.87% 1.77%
- -----------------------------------------------------------------------------------------------------------------------------
CLASS B SHARES2 (WITH APPLICABLE CONTINGENT DEFERRED SALES CHARGE) 8/18/94
Return Before Taxes -22.70% 1.49% 2.73%
- -----------------------------------------------------------------------------------------------------------------------------
CLASS C SHARES3 (WITH APPLICABLE CONTINGENT DEFERRED SALES CHARGE) 8/18/94
Return Before Taxes -18.70% 1.99% 3.01%
- -----------------------------------------------------------------------------------------------------------------------------
INSTITUTIONAL SHARES4 8/18/94
Return Before Taxes -17.90% 2.75% 3.61%
Return After Taxes on Distributions1 -18.31% 0.78% 1.83%
Return After Taxes on Distributions and Sale of Fund Shares1 -10.91% 1.81% 2.43%
- -----------------------------------------------------------------------------------------------------------------------------
(SINCE 9/1/94)
EAFE INDEX(R)* -21.21% 1.17% 2.59%
- -----------------------------------------------------------------------------------------------------------------------------
1 After tax returns are calculated using a standard set of assumptions. The
stated returns assume the highest historical federal income and capital gains
tax rules. Returns after taxes on distributions assumes a continued
investment in the Fund and shows the effect of taxes on fund distributions.
Returns after taxes on distributions and sales of Fund shares assumes all
shares were redeemed at the end of each measurement period, and shows the
effect of any taxable gain (or offsetting loss) on redemption, as well as the
effects of taxes on Fund distributions. These after tax returns do not
reflect the effect of any applicable state and local taxes. After tax returns
are not relevant to investors holding shares through tax-deferred programs,
such as IRA or 401(k) plans.
2 The performance of Class B shares is based on the performance for Class A
shares, adjusted to reflect the expenses and sales charges for Class B
shares, for the period prior to the commencement of operations of Class B
shares on October 11, 2000.
3 The performance of Class C shares is based on the performance for Class A
shares, adjusted to reflect the expenses and sales charges for Class C
shares, for the period prior to the commencement of operations of Class C
shares on April 25, 1996.
4 The Fund first offered Institutional shares on October 9, 1998. The quoted
performance of the Fund for the period prior to October 9, 1998 reflects the
performance for Class A shares, a class of shares of the Fund not offered by
this Prospectus. Class A shares of the Fund would have substantially similar
annual returns as Institutional shares because the shares represent interests
in the same portfolio of investments and the annual returns would differ only
to the extent that the classes do not have the same expenses.
* The EAFE Index is a widely recognized, unmanaged index composed of a sample
of companies representative of the market structure of 20 European and
Pacific Basin countries.
19
FIFTH THIRD INTERNATIONAL GDP FUND
- --------------------------------------------------------------------------------
FUNDAMENTAL OBJECTIVE Long-term capital appreciation.
PRINCIPAL INVESTMENT STRATEGIES Under normal circumstances, the Fund invests at
least 65% of its total assets in the common and preferred stocks of companies
located in at least three countries in Europe, Australia and the Pacific Rim.
The Advisor considers the size and growth of a country's
Gross Domestic Product and market capitalization relative to other countries
when determining region and country allocations among Europe, Australia and the
Pacific Rim. Allocation among companies is determined based on a stock's
attractiveness, industry attractiveness, and stock market capitalization. Stocks
are selected from the countries represented in the Morgan Stanley Capital
International Europe, Australasia, and Far East Equity Index(R) (the "EAFE
Index").* The allocation of Fund assets may shift from time to time from
countries that the Fund considers overvalued to countries that it considers
undervalued. Although the Fund seeks to equal or exceed the return of the EAFE
Index, the Fund may invest its assets in proportions that differ from this
index. The Fund is not, therefore, an "index" fund, which typically holds
securities in the index it attempts to replicate. The Fund may at times invest
more than 25% of its total assets in a particular country.
When the Advisor believes that market conditions warrant a temporary defensive
posture, the Fund may invest up to 100% of its assets in money market
instruments. The taking of such a temporary defensive posture may adversely
impact the ability of the Fund to achieve its investment objective.
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.
Stocks of foreign companies present additional risks for U.S. investors. Stocks
of foreign companies tend to be less liquid and more volatile than their U.S.
counterparts, in part because accounting standards and market regulations tend
to be less standardized, and economic and political climates less stable.
Fluctuations in exchange rates also may reduce or eliminate gains or create
losses. These risks usually are higher in emerging markets, such as most
countries in Africa, Asia, Latin America and the Middle East. To the extent that
the Fund invests in those kinds of stocks or in those areas, it will be exposed
to the risks associated with those kinds of investments.
The International GDP Fund may invest more than 25% of its assets in particular
foreign country. A concentration of investments in any one country could expose
the Fund to increased risk due to changes in the economic or political
environment within that country.
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 three relative
broad-based securities indices. The Morgan Stanley Capital International EAFE
Index(R) (the "EAFE Index") is a widely recognized, unmanaged index composed of
a sample of companies representative of the market structure of 20 European and
Pacific Basin countries. The Morgan Stanley Capital International Europe Index
is an unmanaged index of European stocks. The Morgan Stanley Capital
International Pacific Rim Index is an unmanaged index of stocks in the Pacific
Rim region.
- --------------------
* "EAFE Index" is a registered service mark of Morgan Stanley Capital
International, which does not sponsor and is in no way affiliated with the
Fund.
YEAR-BY-YEAR TOTAL RETURNS AS OF 12/31 FOR CLASS A SHARES1
- --------------------------------------------------------------------------------
The bar chart above does not reflect the impact of any applicable sales charges
or account fees, which would reduce returns.
Bar Chart:
1993 29.93%
94 5.51%
95 12.86%
96 5.57%
97 2.25%
98 17.60%
99 27.95%
00 -17.61%
01 -23.84%
Best quarter: Q4 1998 19.36%
Worst quarter: Q3 2001 -15.19%
Year to Date Return (1/1/02 to 9/30/02) -22.59%
- --------------------
1 For the period prior to October 29, 2001, the quoted performance of the Fund
reflects the performance of the Investment Shares of the Kent International
Growth Fund. On October 29, 2001, that Fund, a registered open-end investment
company managed by Fifth Third Asset Management Inc. was merged into Fifth
Third International GDP Fund.
20
FIFTH THIRD INTERNATIONAL GDP FUND
- --------------------------------------------------------------------------------
The returns assume that Fund distributions have been reinvested. The returns for
Class B and C shares will differ from the returns for Class 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.
The after tax returns included in the table are only for Class A Shares. After
tax returns for Class B and Class C Shares will vary.
AVERAGE ANNUAL TOTAL RETURNS (for the periods ended December 31, 2001)
- -----------------------------------------------------------------------------------------------------------------------------
INCEPTION DATE PAST YEAR PAST 5 YEARS SINCE INCEPTION
- -----------------------------------------------------------------------------------------------------------------------------
CLASS A SHARES1 (WITH 5.00% SALES CHARGE) 12/4/92
Return Before Taxes -27.63% -1.71% 4.56%
Return After Taxes on Distributions2 -28.46% -2.77% 3.52%
Return After Taxes on Distributions and Sale of Fund Shares2 -16.25% -1.37% 3.56%
- -----------------------------------------------------------------------------------------------------------------------------
CLASS B SHARES3 (WITH APPLICABLE CONTINGENT DEFERRED SALES CHARGE) 12/4/92
Return Before Taxes -27.91% -1.79% 4.55%
- -----------------------------------------------------------------------------------------------------------------------------
CLASS C SHARES3 (WITH APPLICABLE CONTINGENT DEFERRED SALES CHARGE) 12/4/92
Return Before Taxes -24.33% -1.42% 4.40%
- -----------------------------------------------------------------------------------------------------------------------------
INSTITUTIONAL SHARES4 12/4/92
Return Before Taxes -23.55% -0.42% 5.45%
Return After Taxes on Distributions2 -24.42% -1.51% 4.36%
Return After Taxes on Distributions and Sale of Fund Shares2 -13.74% -0.36% 4.28%
- -----------------------------------------------------------------------------------------------------------------------------
(SINCE 12/1/92)
MORGAN STANLEY CAPITAL INTERNATIONAL EAFE INDEX(R)* -21.21% 1.17% 6.79%
- -----------------------------------------------------------------------------------------------------------------------------
(SINCE 12/1/92)
MORGAN STANLEY CAPITAL INTERNATIONAL EUROPE INDEX** -19.64% 6.56% 11.92%
- -----------------------------------------------------------------------------------------------------------------------------
(SINCE 12/1/92)
MORGAN STANLEY CAPITAL INTERNATIONAL PACIFIC RIM INDEX*** -25.22% -7.60% -0.39%
- -----------------------------------------------------------------------------------------------------------------------------
1 For the period prior to October 29, 2001, the quoted performance of Class A
shares of the Fund reflects the performance of the Investment Shares of the
Kent International Growth Fund, adjusted to reflect the expenses and sales
charges for Class A shares.
2 After tax returns are calculated using a standard set of assumptions. The
stated returns assume the highest historical federal income and capital gains
tax rules. Returns after taxes on distributions assumes a continued
investment in the Fund and shows the effect of taxes on fund distributions.
Returns after taxes on distributions and sales of Fund shares assumes all
shares were redeemed at the end of each measurement period, and shows the
effect of any taxable gain (or offsetting loss) on redemption, as well as the
effects of taxes on Fund distributions. These after tax returns do not
reflect the effect of any applicable state and local taxes. After tax returns
are not relevant to investors holding shares through tax-deferred programs,
such as IRA or 401(k) plans.
3 For the period prior to October 29, 2001, the quoted performance of Class B
and Class C shares of the Fund reflects the performance of the Institutional
Shares of the Kent International Growth Fund, adjusted to reflect the
expenses and sales charges for Class B and Class C shares.
4 For the period prior to October 29, 2001, the quoted performance of the Fund
reflects the performance of the Institutional shares of the Kent
International Growth Fund. On October 29, 2001, that Fund, a registered
open-end investment company managed by Fifth Third Asset Management Inc. was
merged into Fifth Third International GDP Fund.
* The EAFE Index is a widely recognized, unmanaged index composed of a sample
of companies representative of the market structure of 20 European and
Pacific Basin countries.
** The Morgan Stanley Capital International Europe Index is an unmanaged index
of European stocks.
*** The Morgan Stanley Capital International Pacific Rim Index is an unmanaged
index of stocks in the Pacific Rim region.
21
FIFTH THIRD WORLDWIDE FUND
- --------------------------------------------------------------------------------
FUNDAMENTAL OBJECTIVE High level of total return (using a combination of capital
appreciation and income) consistent with reasonable risk.
PRINCIPAL INVESTMENT STRATEGIES Under normal circumstances, the Fund invests
primarily in other mutual funds that invest in equity securities on a domestic,
international and/or global basis. The Fund will structure its portfolio of
mutual funds by (i) identifying certain global investment themes (for example,
global telecommunication or emerging markets) which are expected to provide a
favorable return over the next six to twelve months and (ii) selecting one or
more mutual funds with management styles (for example, value vs. growth or large
cap vs. small cap) or investment concentrations which represent each theme. As
market conditions change, the Fund will exit those investment themes which
appear to have run their course and replace them with more attractive
opportunities. The Fund also will look for opportunities caused by market-moving
events (such as political events, currency devaluations and natural disasters)
that cause a disequilibrium between securities prices and their underlying
intrinsic values.
The Fund may invest in index funds and/or leveraged index funds when the Advisor
believes that equity prices in general are likely to rise in the near term.
Leveraged funds attempt to magnify the results of an investment through the
investment in futures contracts and options on securities, future contracts, and
stock indices. For example, a leveraged index fund may perform (increase or
decrease) at 150% of the index's performance to which it was correlated.
Investments in index funds and leveraged index funds are designed to allow the
Fund to seek to profit from anticipated increases in the indexes to which such
funds generally are correlated.
The Fund may invest in bear funds and/or leveraged bear funds when the Advisor
believes that equity prices in general are likely to decline in the near term. A
bear fund has an inverse relationship to the general market and seeks capital
appreciation when the market is overvalued. Investments in bear funds and
leveraged bear funds are designed to allow the Fund to seek profit from
anticipated decreases in the indexes to which such funds generally are inversely
correlated. Leveraged bear funds attempt to magnify the results of a regular
bear fund. For example, a leveraged bear fund may perform (increase or decrease)
at 150% of a regular bear fund.
When the Advisor believes that market conditions warrant a temporary defensive
posture, the Fund may invest up to 100% of its assets in high-quality,
short-term debt securities and money market instruments. The taking of such a
temporary defensive posture may adversely affect the ability of the Fund to
achieve its investment objective.
Because the Fund reallocates fund investments across potentially numerous asset
subclasses as evolving economic and financial conditions warrant, the portfolio
turnover rate of the Fund is much higher than that of most other funds with
similar objectives. The higher the portfolio turnover rate, the greater will be
the custodial transaction charges borne by the Fund. Also, a high rate of
portfolio turnover may result in high amounts of realized investment gain
subject to the payment of taxes by shareholders. Any realized net short-term
investment gain will be taxed to shareholders as ordinary income. See "Dividends
and Capital Gains" below.
YEAR-BY-YEAR TOTAL RETURNS AS OF 12/31 FOR CLASS C SHARES1
- --------------------------------------------------------------------------------
The bar chart above does not reflect the impact of any applicable sales charges
or account fees, which would reduce returns.
Bar Chart:
1994 -3.82
95 13.90%
96 20.29%
97 5.01%
98 34.38%
99 50.05%
00 -12.82%
01 -12.49%
Best quarter: Q4 1999 27.34%
Worst quarter: Q3 2001 -17.05%
Year to Date Return (1/1/02 to 9/30/02) -25.77%
- --------------------
1 For the period prior to October 29, 2001, the quoted performance of the Fund
reflects the performance of the Advisor shares of the Fifth Third Worldwide
Fund, adjusted to reflect the expenses and sales charges for Class C shares.
For the period prior to August 13, 2001, the quoted performance of the Fund
reflects the performance of the Investor Shares of the Fifth Third/Maxus
Laureate Fund, adjusted to reflect the expenses and sales charges for Class C
shares. On August 13, 2001, that Fund, a registered open-end investment
company managed by Fifth Third Asset Management Inc. was merged into Fifth
Third Worldwide Fund.
22
FIFTH THIRD WORLDWIDE FUND
- --------------------------------------------------------------------------------
PRINCIPAL INVESTMENT RISKS The principal risks of investing in the Fund include
the risks of investing in other funds which have substantial investments in
foreign markets. Foreign securities, foreign currencies, and securities issued
by U.S. entities with substantial foreign operations can involve additional
risks relating to political, economic, or regulatory conditions in foreign
countries. These risks include fluctuations in foreign currencies; withholding
or other taxes; trading, settlement, custodial and other operational risks; and
the less stringent investor protection and disclosure standards of some foreign
markets. All of these factors can make foreign investments, especially those in
emerging markets, more volatile and potentially less liquid than U.S.
investments. In addition, foreign markets can perform differently than the U.S.
market. If these factors cause the net asset values of the underlying funds to
decline, the Fund's share price will decline.
Because the Fund primarily invests in other mutual funds which invest in equity
securities, the Fund is subject to the risks of investing in equity securities.
The prices of equity securities fluctuate based on changes in a company's
activities and financial condition and in overall market and financial
conditions.
The Fund may invest in index funds or leveraged funds. If equity prices
generally decline while the Fund is invested in an index fund or funds, the Fund
could experience substantial losses. Such losses would be magnified to the
extent the Fund is invested in a leveraged index fund or funds.
The Fund may also invest in bear funds or leveraged bear funds. If equity prices
generally rise while the Fund is invested in a bear fund or funds, the Fund
could experience substantial losses. Such losses would be magnified to the
extent the Fund is invested in a leveraged bear fund or funds.
The Fund may invest in a manner that anticipates market trends and market-moving
events. For example, the Fund may invest in index and leveraged index funds when
the Advisor expects the market to increase and invest in bear and leveraged bear
funds when the market is anticipated to decrease. These techniques may produce
substantial losses where the market behaves in a manner contrary to the
Advisor's expectations.
The portfolio turnover rate of the Fund is much higher than that of most other
funds with similar objectives. The higher the portfolio turnover rate, the
greater will be the custodial
transaction charges borne by the Fund. Also, a high rate of portfolio turnover
may result in high amounts of realized investment gain subject to the payment of
taxes by shareholders.
An investor in the Fund will bear not only his proportionate share of the
expenses of the Fund, but also indirectly similar expenses of the underlying
mutual funds in which the Fund invests. These expenses consist of advisory fees,
expenses related to the distribution of shares, brokerage commissions,
accounting, pricing and custody expenses, printing, legal and audit expenses,
and other miscellaneous expenses.
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 Morgan Stanley Capital International World Index is an unmanaged
index generally representative of the performance of the equity markets of 23
developed countries as a whole.
The table assumes that shareholders redeem their fund shares at the end of the
period indicated. The returns assume that Fund distributions have been
reinvested.
Past performance does not indicate how the Fund will perform in the future.
23
FIFTH THIRD WORLDWIDE FUND
- --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS (for the periods ended December 31, 2001)
- -----------------------------------------------------------------------------------------------------------------------------
Inception Date Past Year Past 5 Years Since Inception
- -----------------------------------------------------------------------------------------------------------------------------
CLASS C SHARES1 (WITH APPLICABLE CONTINGENT DEFERRED SALES CHARGE) 4/30/93
Return Before Taxes -12.49% 10.04% 10.11%
Return After Taxes on Distributions2 -12.84% 7.36% 7.26%
Return After Taxes on Distributions and Sale of Fund Shares2 -7.62% 7.22% 7.07%
- -----------------------------------------------------------------------------------------------------------------------------
INSTITUTIONAL SHARES3 12/4/92
Return Before Taxes -23.55% -0.42% 5.45%
Return After Taxes on Distributions2 -24.42% -1.51% 4.36%
Return After Taxes on Distributions and Sale of Fund Shares2 -13.74% -0.36% 4.28%
- -----------------------------------------------------------------------------------------------------------------------------
ADVISOR SHARES4 4/30/93
Return Before Taxes -11.86% 10.64% 10.68%
Return After Taxes on Distributions2 -12.19% 7.95% 7.83%
Return After Taxes on Distributions and Sale of Fund Shares2 -7.23% 7.71% 7.56%
- -----------------------------------------------------------------------------------------------------------------------------
(SINCE 5/1/93)
MORGAN STANLEY CAPITAL INTERNATIONAL WORLD INDEX* -16.52% 5.74% 8.87%
- -----------------------------------------------------------------------------------------------------------------------------
1 For the period prior to October 29, 2001, the quoted performance of the Fund
reflects the performance of the Advisor shares of the Fifth Third Worldwide
Fund, adjusted to reflect the expenses and sales charges for Class C shares.
For the period prior to August 13, 2001, the quoted performance of the Fund
reflects the performance of the Investor Shares of the Fifth Third/Maxus
Laureate Fund, adjusted to reflect the expenses and sales charges for Class C
shares. On August 13, 2001, that Fund, a registered open-end investment
company managed by Fifth Third Asset Management Inc. was merged into Fifth
Third Worldwide Fund.
2 After tax returns are calculated using a standard set of assumptions. The
stated returns assume the highest historical federal income and capital gains
tax rules. Returns after taxes on distributions assumes a continued
investment in the Fund and shows the effect of taxes on fund distributions.
Returns after taxes on distributions and sales of Fund shares assumes all
shares were redeemed at the end of each measurement period, and shows the
effect of any taxable gain (or offsetting loss) on redemption, as well as the
effects of taxes on Fund distributions. These after tax returns do not
reflect the effect of any applicable state and local taxes. After tax returns
are not relevant to investors holding shares through tax-deferred programs,
such as IRA or 401(k) plans.
3 For the period prior to October 29, 2001, the quoted performance of the Fund
reflects the performance of the Institutional shares of the Kent
International Growth Fund. On October 29, 2001, that Fund, a registered
open-end investment company managed by Fifth Third Asset Management Inc. was
merged into Fifth Third International GDP Fund.
4 For the period prior to August 13, 2001, the quoted performance of the Fund
reflects the performance of the Investor Shares of the Fifth Third/Maxus
Laureate Fund. On August 13, 2001, that Fund, a registered open-end
investment company managed by Fifth Third Asset Management Inc., was merged
into Fifth Third Worldwide Fund.
* The Morgan Stanley Capital International World Index is a total return market
capitalization weighted index of the equity markets of 23 developed
countries.
24
FIFTH THIRD INTERNATIONAL EQUITY FUND+
- --------------------------------------------------------------------------------
An interview with Ann Thivierge, portfolio manager:
HOW DID THE FUND PERFORM DURING THE 12-MONTH TIME PERIOD ENDED JULY 31, 2002?
The Fund returned-14.23% (A shares before deduction of sales charge) versus a
decline of-16.92% for the MSCI (Morgan Stanley Capital International) EAFE
(Europe, Australasia and Far East) Index.
WHAT WAS THE ENVIRONMENT LIKE IN FOREIGN STOCK MARKETS DURING THE PERIOD?
Global stock markets were volatile during the period and sold off sharply in
September 2001 due to the terrorist attacks in the U.S. These markets bottomed
in September and rallied through the fall but started to lose ground in January.
After a modest recovery in the spring, equity markets continued their march
downward in May and broke through their September 2001 lows in July.
Most major international equity markets posted negative returns for the time
period. The strongest performance was New Zealand (+7.8% MSCI Index in U.S.
dollars), Australia (+0.2%) and Asia Pacific ex Japan (-4.5%). Finland (-32.7%)
and Sweden (-28.8%) were the worst performers within the EAFE index. Elsewhere,
performance was dismal with the U.K (-13.3%), Japan (-16.3%), Germany (-28.0%),
and France (-22.1%) all posting double-digit declines.
HOW DID YOU MANAGE THE FUND IN THAT ENVIRONMENT?
We managed the Fund defensively over the past 12-months, which contributed to
our relative performance versus the benchmark. Our cash allocation and
overweight to consumer staples, health care, energy and underweight to the
information technology and telecommunication services sectors all contributed to
relative returns. Our underweight allocation to the materials sector and Japan
detracted from performance.++
WHAT IS YOUR OUTLOOK FOR GLOBAL STOCK MARKETS DURING THE COMING MONTHS?
We continue to believe that the global economic recovery, although muted, will
be supported by low real interest rates and plentiful liquidity.
In Japan, the most recent data indicates that the export led rebound is now
benefiting the local economy with some growth in real wages and marginal
improvement in the leading indicators for employment. However, given Japan's
dependence on exports, the strength of the yen is a concern, as are any jitters
in the U.S. economy. Equity valuations are attractive, particularly on a
relative and historic basis, but we are looking for further evidence of
self-sustaining growth in the global economy before adding to our Japan
position.
In local currency terms, European markets have fallen as fast as U.S. equities,
while earnings have been marked down more sharply. Though the European valuation
discount versus the U.S. is large on a historic basis, we view the prospects for
strong economic growth in the core European countries a bit skeptically. Similar
to Japan, European monetary and fiscal stimulus is limited and economic growth
has primarily been a story of external demand with little domestic support from
either consumers or businesses. The strengthening euro may also prove to be a
two edged sword. On the plus side it is likely to increase real consumer
purchasing power and help the ECB ease. On the downside it will hurt export
competitiveness.
HOW WILL YOU POSITION THE FUND BASED ON YOUR OUTLOOK?
We continue to favor Asia ex Japan and the steady cash earning sectors like
food, oil, and utilities. For technology, though we worry about being caught out
on a snap-back rally, we don't believe they will be long-term buys for sometime.
Although the more defensive markets and sectors are no longer cheap, their
valuations are not wildly overvalued and the earnings forecasts look realistic.
- ---------------------
+ International investing involves increased risk and volatility.
++ The composition of the Fund's portfolio is subject to change.
25
GROWTH OF A $10,000 INVESTMENT IN THE FIFTH THIRD INTERNATIONAL EQUITY FUND1
Line Chart:
MSCI EAFE Index Institutional Shares
8/18/94 10000 10000
7/95 10477 9830
7/96 10879 10740
7/97 12886 13079
7/98 13627 14817
7/99 14991 15486
7/00 16381 16770
7/01 12870 13817
7/02 10726 11842
AVERAGE ANNUAL TOTAL RETURN FOR THE PERIOD ENDED JULY 31, 20021
- ------------------------------------------------------------------------------------------------------------------------
Institutional Investment A* Investment B** Investment C***
- ------------------------------------------------------------------------------------------------------------------------
1 Year ............................... -14.30% ............... -18.13% ............. -19.31% ............... -15.07%
5 Year ............................... -1.97% ............... -3.02% ............. -3.21% ............... -2.77%
Since Inception1 ..................... 2.15% ............... 1.47% ............. 1.26% ............... 1.53%
Ending value of a $10,000
investment in the Fund from
inception ............................ $11,842 ............... $11,220 ............. $11,045 ............... $11,287
- ------------------------------------------------------------------------------------------------------------------------
*Reflects maximum 4.50% sales charge.
**Reflects applicable contingent deferred sales charge (maximum 5.00%).
***Reflects applicable contingent deferred sales charge (maximum 1.00%).
- --------------------------------------------------------------------------------
The chart above represents a comparison of a hypothetical $10,000 investment in
the indicated share class versus a similar investment in the Fund's benchmarks.
1Investment A Shares were initially offered on August 19, 1994. Investment B
Shares and Investment C Shares were initially offered on October 11, 2000 and
April 25, 1996, respectively. The performance figures for Investment B Shares
and Investment C Shares for periods prior to such date represent the performance
for Investment A Shares adjusted to reflect fees charged by Investment B Shares
and Investment C Shares. Institutional Shares were initially offered on August
11, 1998. The performance figures for Institutional Shares for periods prior to
such date represent the performance for Investment A Shares. During the period
shown, the Advisor and/or affiliates waived and/or reimbursed fees for various
expenses. Had these waivers and/or reimbursements not been in effect,
performance would have been lower.
The Fund's performance is measured against the Morgan Stanley Capital
International (MSCI) Europe, Australasia and Far East (EAFE) Index(R), an
unmanaged index generally representative of a sample of companies of the market
structure of 20 European and Pacific Basin countries. The Index does not reflect
the deduction of fees associated with a mutual fund such as investment
management and fund accounting fees. Investors cannot invest directly in an
index, although they can invest in its underlying mutual funds or securities.
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.
26
FIFTH THIRD INTERNATIONAL GDP FUND+
- --------------------------------------------------------------------------------
Interview with David C. Eder, portfolio manager:
Q. HOW DID THE FIFTH THIRD INTERNATIONAL GDP FUND PERFORM DURING THE 12-MONTH
PERIOD ENDED JULY 31, 2002?
A. The Fund produced a-18.84% total return on Investment A Shares during the
period (before deduction of sales charge). That compared to a-16.92% return for
the Fund's benchmark, the Morgan Stanley Capital International EAFE (Europe,
Australasia and Far East) Index.
Q. WHAT WERE CONDITIONS LIKE IN THE GLOBAL EQUITY MARKETS DURING THE PERIOD?
A. Many of the factors affecting the U.S. market also affected the international
markets. Such factors included the terrorist attacks on September 11 and a
string of U.S. corporate accounting scandals. Global stock markets suffered as
investor confidence in the U.S. and abroad sank to very low levels. Nineteen out
of the 21 stock markets represented in the portfolio posted losses during the
period.
International markets did perform slightly better than the U.S. market as
investors shifted money out of the U.S. markets and into foreign stock markets.
Moreover, international currencies gained strength relative to the U.S. dollar.
The Euro gained 11.5% versus the U.S. dollar during the period, while the
British pound sterling was up 9.7% and the Japanese yen gained 4.1%.
The best performing stock markets during the period were in Australia (up 0.19%)
and New Zealand (up 7.8%)--both relatively small portions of the Fund's
portfolio. These countries performed relatively well because they do not rely on
international trade as much as other countries.
European returns were not as poor as U.S. returns, because these countries'
markets did not experience the extreme over-valuations that were common in the
U.S. during the bull market of the'90s. The United Kingdom's stock market return
of -13.3% made it one of the best-performing countries. The U.K. market has a
heavy exposure to energy stocks, which investors found attractive as a defensive
investment. Japanese stocks fell 16.3% during the period. Meanwhile, stock
markets in France (down 21%) and Germany (down 23%) suffered worse losses, due
to weakness in their telecommunications industries.
Q. HOW DID YOU MANAGE THE FUND IN THAT ENVIRONMENT?
A. The Fund's country allocation is determined largely by the Gross Domestic
Products1 (GDPs) of the countries in the EAFE index. Countries with larger GDPs
receive larger weightings in the Fund's portfolio. That approach led the Fund to
overweight the Euro countries and underweight the U.K., which has a large stock
market relative to its economy. We maintained an underweight position in Japan
because we did not see any indication of an economic rebound there.
Q. WHAT IS YOUR OUTLOOK FOR THE GLOBAL STOCK MARKETS?
A. We believe that Japan's economy is at or near bottom and should begin to
climb out of recession once exports rebound. We expect capital to begin flowing
into the Japanese stock market during the coming year, and are encouraged by the
attractive valuations among Japanese equities. We will maintain an overweight
position in European countries, which may well benefit from strong currency
performance versus the U.S. dollar. We expect to concentrate much of the Fund's
portfolio in shares of well-known large-cap names, and believe that investors
will favor shares of these companies when the global economies improve.
- -----------------
+ International investing involves increased risk and volatility.
++ The composition of the Fund's portfolio is subject to change.
1 The Gross Domestic Product growth is the measure of the market value of the
goods and services produced by labor and property in United States markets.
27
GROWTH OF A $10,000 INVESTMENT IN THE FIFTH THIRD INTERNATIONAL GDP FUND2
Line Chart:
Institutional Shares MSCI EAFE Index
12/4/92 10000 10000
7/93 12162 12849
7/94 14015 14703
7/95 14447 15772
7/96 15893 16377
7/97 18740 19399
7/98 19549 20514
7/99 21606 22569
7/00 23151 24661
7/01 17486 19376
7/02 14223 16147
AVERAGE ANNUAL TOTAL RETURN FOR THE PERIOD ENDED JULY 31, 20022
- ------------------------------------------------------------------------------------------------------------------------
Institutional Investment A* Investment B** Investment C***
- ------------------------------------------------------------------------------------------------------------------------
1 Year ............................... -18.66% .............. -22.50% ............. -23.36% ............. -19.47%
5 Year ............................... -5.37% .............. -6.49% ............. -6.67% ............. -6.30%
Since Inception1 ..................... 3.72% .............. 2.94% ............. 2.87% ............. 2.69%
Ending value of a $10,000
investment in the Fund from
inception ............................ $14,223 .............. $13,231 ............. $13,143 ............. $12,923
- ------------------------------------------------------------------------------------------------------------------------
*Reflects maximum 4.50% sales charge.
**Reflects applicable contingent deferred sales charge (maximum 5.00%).
***Reflects applicable contingent deferred sales charge (maximum 1.00%).
- --------------------------------------------------------------------------------
The chart above represents a comparison of a hypothetical $10,000 investment in
the indicated share class versus a similar investment in the Fund's benchmark.
2 For the period prior to October 29, 2001, the quoted performance of the Fund
reflects the performance of the Kent International Growth Fund. On October 29,
2001, that Fund became the Fifth Third International GDP Fund. Prior to such
date, the performance figures for Investment A Shares reflects the performance
of the Kent Investment Shares with an inception date of December 4, 1992,
adjusted for the maximum sales charge. Investment B Shares and Investment C
Shares were initially offered on October 29, 2001. The performance figures for
Investment B Shares and Investment C Shares for periods prior to such date
represent the performance for Institutional Shares adjusted to reflect expenses
and applicable sales charges charged by Investment B Shares and Investment C
Shares. For the period prior to October 29, 2001, the quoted performance for
Institutional Shares reflects the performance of the Kent Institutional Shares
with an inception date of December 4, 1992. During the period shown, the Advisor
and/or affiliates waived and/or reimbursed fees for various expenses. Had these
waivers and/or reimbursements not been in effect, performance would have been
lower.
The Fund's performance is measured against the Morgan Stanley Capital
International ( MSCI) Europe, Australasia and Far East (EAFE) Index(R), an
unmanaged index generally representative of a sample of companies of the market
structure of 20 European and Pacific Basin countries. The Index does not reflect
the deduction of fees associated with a mutual fund such as investment
management and fund accounting fees. Investors cannot invest directly in an
index, although they can invest in its underlying mutual funds or securities
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.
28
FIFTH THIRD WORLDWIDE FUND
- --------------------------------------------------------------------------------
An interview with Alan Miller, portfolio manager:
Q. HOW DID THE FUND PERFORM DURING THE 12-MONTH PERIOD ENDED JULY 31, 2002?
A. The Worldwide Fund, which invests its assets in shares of more than 50 mutual
funds, produced a-15.33% return on Advisor Shares during the 12-month period
ended July 31, 2002. That return outperformed the Fund's benchmarks: the Morgan
Stanley World Index, down 21.32%, and the Lipper Global Universe, which was down
19.97%.
Q. WHAT WAS THE ENVIRONMENT LIKE IN GLOBAL STOCK MARKETS DURING THE PERIOD?
A. Stock markets in the U.S. and abroad fared poorly during the period. An
already weak economy was hit hard early in the period by the terrorist attacks
on September 11. Strong consumer spending helped fuel 5% growth during the first
quarter of this year, but news of corporate accounting irregularities undermined
investor confidence. The U.S. dollar also lost ground versus other currencies.
The Fed continued to lower interest rates, and the government enacted tax reform
measures and rebates while building up homeland security following September 11.
Consumer spending was buoyed by the government's fiscal policy, which boosted
economically sensitive companies in sectors such as commodities, paper, and
mining. Technology stocks continued to suffer from the fallout of the technology
bubble. Health care was hurt by slow drug approvals from the Federal Drug
Administration, as well as expiring drug patents.
Q. WHAT WAS YOUR STRATEGY IN THAT ENVIRONMENT?
A. During the period, we continued to invest primarily in value funds; however,
we rotated a portion of the portfolio into growth funds when declines in growth
stocks created opportunities.
Despite the Fund's diversified approach to global markets, performance was
hampered by a worldwide recession in equity markets. We increased our cash
position and acquired shares of two bear market funds: Rydex Tempest 500 and
Venture 100. Both strategies helped the Fund outperform its benchmark for the
period.
International markets early in the year held up relatively well, and the Fund
benefited from holdings in international value funds such as Toqueville
International, Oakmark International Small Cap, Mutual European, and Acorn
International.
We held positions throughout the period in Matthews Korea and Matthews China, as
well as Matthews Pacific Tiger, which benefited the Fund. We also maintained a
position in small- and mid-cap value funds, such as the Delafield Fund, Third
Avenue Small Cap, and PBHG Clipper Focus, all of which boosted the Fund's
performance.++
Q. WHAT IS YOUR OUTLOOK FOR GLOBAL STOCK MARKETS GOING FORWARD?
A. Our outlook remains cautious. The bear market may reduce consumer spending,
but refinancing could offset that decline. Capital spending isn't likely to
recover in the short-term. The stock market may continue to suffer from concerns
about corporate governance and the potential for further terrorist attacks, but
those threats have partly been priced into the market. A weak dollar will
continue to benefit international markets.
Strategically, we will look for opportunities in health care, including
pharmaceuticals, as well as biotechnology, which are benefiting from aging
populations. We believe that long-term investors should stay in the equity
markets, using periodic setbacks as buying opportunities.
- ------------------
++ The composition of the Fund's portfolio is subject to change.
29
GROWTH OF $10,000 INVESTMENT IN THE FIFTH THIRD WORLDWIDE FUND1
Line Chart:
Advisor Shares MSCI World Index Lipper Global Funds Average
4/30/93 10000 10000 10000
7/93 10300 10359 10351
7/94 10622 11456 12161
7/95 11472 13130 13634
7/96 12741 14354 14634
7/97 16415 19114 19530
7/98 18428 21429 21482
7/99 23952 24839 23712
7/00 30595 27247 28670
7/01 23871 22129 22656
7/02 20212 17479 18240
AVERAGE ANNUAL TOTAL RETURN FOR THE PERIOD ENDED JULY 31, 20021
Institutional Investment C* Advisor
- -----------------------------------------------------------------------------------------------------------------------
1 Year ....................................................... -14.91% .............. -15.74% .............. -15.33%
5 Year ....................................................... 4.77% .............. 4.25% .............. 4.36%
Since Inception1 ............................................. 8.19% .............. 7.85% .............. 7.90%
Ending value of a $10,000
investment in the Fund from
inception .................................................... $20,722 .............. $20,114 .............. $20,212
- -----------------------------------------------------------------------------------------------------------------------
*Reflects applicable contingent deferred sales charge (maximum 1.00%).
- --------------------------------------------------------------------------------
The chart above represents a comparison of a hypothetical $10,000 investment in
the indicated share class versus a similar investment in the Fund's benchmarks.
1For the period prior to August 13, 2001, the quoted performance of the Fund
reflects the performance of the Fifth Third/Maxus Laureate Fund. On August 13,
2001, that Fund became the Fifth Third Worldwide Fund. Investment C Shares were
initially offered on October 29, 2001. The performance figures for Investment C
Shares for periods prior to such date represent the performance for Advisor
Shares and is adjusted to reflect expenses and applicable sales charge for
Investment C Shares. For the period prior to August 13, 2001, the quoted
performance for Institutional Shares reflects the performance of the Fifth
Third/Maxus Laureate Fund Institutional Shares with an inception date of
February 1, 1998. The performance figures for Institutional Shares for periods
prior to such date represent the performance for Advisor Shares. For the period
prior to August 13, 2001, the quoted performance for Advisor Shares reflects the
performance of the Fifth Third/Maxus Laureate Fund Advisor Shares with an
inception date of April 30, 1993. During the period shown, the Advisor and/or
affiliates waived and/or reimbursed fees for various expenses. Had these waivers
and/or reimbursements not been in effect, performance would have been lower.
The Fund's performance is measured against the Morgan Stanley Capital
International World Index, an unmanaged market capitalization weighted index of
the equity markets of 23 developed countries, and the Lipper Global Funds
Average, which is representative of the average of the total returns reported by
all of the mutual funds designated by Lipper, Inc. falling into this category.
The Index does not reflect the deduction of fees associated with a mutual fund
such as investment management and fund accounting fees. However, the Lipper
Average and the Fund's performance reflect the deduction of fees for these
value-added services. Investors cannot invest directly in an index, although
they can invest in its underlying mutual funds or securities.
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.
30
FUND MANAGEMENT.
Investment Advisor - Fifth Third Asset Management, Inc., 38 Fountain Square
Plaza, Cincinnati, Ohio 45263, serves as investment advisor to the Funds. The
Advisor is a wholly-owned subsidiary of Fifth Third Bank. Fifth Third Bank is a
wholly-owned subsidiary of Fifth Third Financial Corporation, which is in turn a
wholly-owned subsidiary of Fifth Third Bancorp. Fifth Third Asset Management,
Inc. (and its predecessors), with a team of approximately 28 investment
strategists and portfolio managers, 18 equity and fixed income research
analysts, and 12 equity and fixed income traders, has been providing investment
management services to individuals, institutions and large corporations since
1975. Morgan Stanley Investment Management Inc. ("MSIM"), 1221 Avenue of the
Americas, New York, New York 10020, serves as investment subadvisor to Fifth
Third International Equity Fund.
Subject to the supervision of the Funds' Board of Trustees, the Advisor manages
the Funds' assets, including buying and selling portfolio securities. The
Advisor employs an experienced staff of portfolio managers, traders and
investment analysts and uses several computer-based systems in conjunction with
fundamental and technical analysis to identify investment opportunities. The
Advisor also furnishes office space and certain administrative services to the
Funds.
As of June 30, 2003, Fifth Third Asset Management, Inc. had approximately $13.1
billion of assets under management in the Fifth Third Funds. As of June 30,
2003, MSIM, together with its affiliated institutional asset management
companies, had approximately $ billion of assets under management, including
approximately $ billion of assets held by mutual funds (including sub-advisory
relationships). [FIFTH THIRD TO PROVIDE]
------------------------
The management fees paid by the Funds for the fiscal year ended July 31, 2003
are as follows:
- --------------------------------------------------------------------------------
As a percentage of average net assets
- --------------------------------------------------------------------------------
Fifth Third International GDP Fund 0.75%
- --------------------------------------------------------------------------------
Fifth Third Worldwide Fund 1.00%
- --------------------------------------------------------------------------------
Fifth Third International Equity Fund 1.00%*
- --------------------------------------------------------------------------------
*The Advisor paid a portion of this fee to the Fund's subadvisor.
Portfolio Managers
INTERNATIONAL GDP FUND
David C. Eder has been the co-portfolio manager of the International GDP Fund
since January, 1995. Mr. Eder has over eight years of portfolio management
experience with the Advisor and its predecessor, Lyon Street Asset Management
Company. He earned his BS in business administration and BS in computer
information systems from Aquinas College in 1987 and MBA from Western Michigan
University in April 1998.
Brian J. Smolinski has been the co-portfolio manager of the International GDP
Fund since June 1998. Mr. Smolinski has over five years of portfolio management
experience with the Advisor and its predecessor, Lyon Street Asset Management
Company and nine years experience as an Applications Business Analyst for a
major bank. Mr. Smolinski received his BBA cum laude in 1983 and his MBA in 1992
from Western Michigan University.
WORLDWIDE FUND
Alan Miller has been the portfolio manager of the Worldwide Fund since January
1995. Alan Miller is currently Vice President and a Director of Equity Strategy
for Fifth Third Asset Management, Inc. Mr. Miller was Vice President of
Gelfand/Maxus Asset Management and Vice President of Maxus Asset Management Inc.
from 1994 to 2000. Alan has over twenty-five years of investment experience and
working knowledge of qualified retirement plans. Alan holds a BS degree in
Corporate Finance from The Ohio State University and his MBA was obtained from
New York University with a concentration in investments and economics.
INTERNATIONAL EQUITY FUND
David C. Eder, as described above, has been the portfolio manager of the
International Equity Fund since January 2002.
Ann Thivierge has served as co-portfolio manager for the International Equity
Fund since 1995. She joined Morgan Stanley Investment Management, Inc. ("MSIM")
in 1986 and is a Managing Director. She has been a member of MSIM's asset
allocation committee for eight years. She received a BA from James Madison
College, Michigan State University in International Relations and received her
MBA from New York University in Finance.
31
Legal Proceedings
There are no pending material legal proceedings to which Fifth Third Funds, the
International GDP Fund, the Worldwide Fund or the International Equity Fund is a
party.
Net Asset Value. 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. Eastern time each day the New York
Stock Exchange is open for regular trading. 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 the following holidays: New Year's Day, Martin Luther King Jr.
Day, Presidents Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas.
Purchasing and Adding to Your Shares. You may purchase Shares on the days when
the Fund 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. Eastern time in order to receive that
day's NAV.
You may purchase Class A, Class B or Class 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.
Institutional shares may only 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 the Funds to place trades for
themselves or their clients for a fee. Your shares in the Funds may be held in
an omnibus account in the name of that institution.
You may purchase Advisor shares through a Financial Advisor. Typically,
Financial Advisors manage their client's accounts through broker dealers and
financial institutions which have a sales agreement with the distributor of Fund
shares. Financial advisors typically provide financial planning or active
account management for a fee. Advisor shares are also available through broker
dealers and financial institutions which have a sales agreement with the
distributor.
In order to purchase Shares through any 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.
Shareholder Contact Information. For Fifth Third Securities brokerage account
holders, please contact your Fifth Third Securities representative at your local
banking center or call 1-888-889-1025. For brokerage account holders at other
financial institutions (non-Fifth Third Securities), contact your investment
representative or financial institution. For accounts held at Fifth Third Funds,
please call 1-800-282-5706, or write to Fifth Third Funds, P.O. Box 182706,
Columbus, Ohio 43218-2706.
The entity through which you are purchasing your Shares is responsible for
transmitting orders to the Funds and it may have an earlier cut-off time for
purchase requests. Consult that entity for specific information. If your
purchase order has been received by the Funds prior to the time designated by
the Funds for receiving orders, you will receive the dividend , if any, declared
for that day.
CLASS AMOUNTS
The minimum initial investment in Class A Shares, Class B Shares, Class C
Shares, Advisor or Institutional Shares of the Funds offered by this Prospectus
is $1,000. The minimum initial investment through an individual retirement
account is $500. Subsequent investments must be in amounts of at least $50. The
maximum investment is $250,000 for total purchases of Class B Shares.
All purchases must be in U.S. dollars. A fee may be charged for any checks that
do not clear. The Funds reserve the right to reject cash, third-party checks,
starter checks, traveler's checks and credit card convenience checks. All checks
should be made payable to the Fifth Third Funds.
For details, contact the Trust toll-free at 1-800-282-5706 or write to: Fifth
Third Funds, 3435 Stelzer Road, Columbus, Ohio 43219.
The Funds may reject a purchase order for any reason. The Funds reserve the
right to waive the minimum initial investment.
32
SYSTEMATIC INVESTMENT PROGRAM
You may make monthly systematic investments in Class A, B, or C 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 following day the Fund is open for business.
AVOID WITHHOLDING TAX
Each Fund is required to withhold a portion 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.
Redemption.
SELLING YOUR SHARES
You may sell your Shares on days when the Fund 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. If your order has been received by the Fund
prior to the time the Fund calculates its NAV and your shares have been sold ,
you will not receive the dividend, if any, declared for that day. Normally you
will receive your proceeds within a week after your request is received.
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.
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. If your sell order has
been received by the Funds prior to the time designated by the Funds for
receiving orders on a specific day, you will not receive the dividend, if any,
declared for that day.
If you experience difficulty making a telephone redemption during periods of
drastic economic or market change, for Class A Shares and Class 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.
SYSTEMATIC WITHDRAWAL PLAN - CLASS A, B AND 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. The minimum
required balance is $10,000 and the minimum withdrawal amount is $100.
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 permitted such suspension, or (d)
an emergency exists as determined by the SEC.
REDEMPTIONS WITHIN 15 DAYS OF INITIAL INVESTMENT - ADVISOR, CLASS A, CLASS B AND
CLASS C SHARES
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
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.
33
Dividends and Distributions.
DISTRIBUTION ARRANGEMENTS/SALES CHARGES
This section describes the sales charges and fees you will pay as an investor
and ways to qualify for reduced sales charges.
CLASS A CLASS B CLASS C INSTITUTIONAL ADVISOR
Charge (Load) Front-end sales charge; No front-end sales No front-end sales None None
reduced sales charges charge. A contingent charge. A contingent
available. deferred sales charge deferred sales charge
(CDSC) will be (CDSC) will be
imposed on Shares imposed on Shares
redeemed within redeemed within 12
6 years after purchase. months after purchase.
Distribution/ Subject to annual Subject to annual Subject to annual None Subject to annual
Service distribution and distribution and distribution and distribution and
(12b-1) Fee shareholder servicing shareholder servicing shareholder servicing shareholder servicing
fees of up to 0.25% of fees of up to 1.00% of fees of up to 0.75% of fees of up to 0.50% of
the Fund's assets. the Fund's assets. the Fund's assets. the Fund's assets.
(Also subject to a
non-12b-1 fee for
shareholder
servicing of up to
0.25% of the
Fund's assets.)
Fund Expenses Lower annual expenses Higher annual expenses Higher annual expenses Lower annual Lower annual expenses
than Class B and than Class A Shares. than Class A Shares. expenses than than Class B and C
C Shares. Class A, B, C Shares.
and Advisor Shares.
Conversion None Converts to Class A None None None
Shares after 8 years.
CALCULATION OF SALES CHARGES
CLASS A SHARES
Class 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:
SALES CHARGE AS A % SALES CHARGE AS A %
YOUR INVESTMENT OF OFFERING PRICE OF YOUR INVESTMENT
- -------------------------------------------------------------------------------
Less than $50,000 5.00% 5.26%
- -------------------------------------------------------------------------------
$50,000 but less than $100,000 4.50% 4.71%
- -------------------------------------------------------------------------------
$100,000 but less than $250,000 3.50% 3.63%
- -------------------------------------------------------------------------------
$250,000 but less than $500,000 2.50% 2.56%
- -------------------------------------------------------------------------------
$500,000 but less than $1,000,000 2.00% 2.04%
- -------------------------------------------------------------------------------
$1,000,000 or more* 0.00% 0.00%
- -------------------------------------------------------------------------------
*For purchases made prior to August 1, 2002, if you purchased $500,000 or more
of Class 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, on the portion redeemed at the time of
redemption. For purchases made on or after August 1, 2002, if you purchase
$1,000,000 or more of Class A shares and do not pay a sales charge, and you sell
any of these shares before the eighteen months anniversary of purchase, you will
pay a 1% CDSC on 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).
34
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 Class 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 Funds) or accounts of immediate family household members (spouse and
children under 21) to achieve reduced sales charges.
CLASS B SHARES
Class B Shares are offered at NAV, without any up-front sales charge. Therefore,
all of the money that you send to the Funds is used to purchase Fund shares. If
you sell your Class B Shares before the end of the sixth year after purchase,
however, you will pay a 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).
Class B Shares are subject to the following CDSC schedule:
- --------------------------------------------------------------------------------------
% of NAV (at time of purchase or sale if lower)
Year of Redemption After Purchase deducted from proceeds
- --------------------------------------------------------------------------------------
During the first year 5%
- --------------------------------------------------------------------------------------
During the second year 4%
- --------------------------------------------------------------------------------------
During the third or fourth years 3%
- --------------------------------------------------------------------------------------
During the fifth year 2%
- --------------------------------------------------------------------------------------
During the sixth year 1%
- --------------------------------------------------------------------------------------
During the seventh or eighth years 0%
- --------------------------------------------------------------------------------------
SALES CHARGE WAIVERS
The following transactions qualify for waivers of sales charges that apply to
Class 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 have an agreement with the
Distributor; and any trade organization to which the Advisor or the
Administrator belongs.
- - Shares purchased in connection with 401(k) plans, 403(b) plans and other
employer-sponsored qualified retirement plans, "wrap" type programs
non-transactional fee fund programs, and programs offered by fee-based
financial planners and other types of financial institutions (including
omnibus service providers).
- - Distributions from Qualified Retirement Plans. There also is no sales
charge for Fund Shares purchased with distributions from qualified
retirement plans or other administered by Fifth Third Bank.
- - Shares purchased by former Kent Fund Investment Class shareholders.
- - Shares purchased by Trust Companies, Retirement Plan Recordkeeping Firms,
or similar organizations that purchase on behalf of their clients from a
fund through an omnibus account.
CLASS B SHARES
The CDSC will be waived under certain circumstances, including the following:
35
- - Minimum required distributions from an IRA or other qualifying retirement
plan to a shareholder who has attained age 70 and a half.
- - Redemption from accounts following the death or disability of the
shareholder.
- - Investors who purchased through a participant directed defined benefit
plan.
- - Returns of excess contributions to certain retirement plans.
- - Distributions of less than 12% of the annual account value under the
Systematic Withdrawal Plan.
- - Shares issued in a plan of reorganization sponsored by Fifth Third Bank or
shares redeemed involuntarily in a similar situation.
- - Shares issued for sweep accounts where a sales commission was not paid at
the time of purchase. In this case, the maximum purchase amount is waived
also.
CLASS C SHARES
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 Class 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 Class A or C Shares and decide to reinvest in the Fund within a
90 day period, you will not be charged the applicable sales load on amounts up
to the value of the Shares you sold. You must provide a written reinstatement
request and payment within 90 days of the date your instructions to sell were
processed.
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. In particular,
these fees help to defray the Distributor's costs of advancing brokerage
commissions to investment representatives. 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:
Class A Shares may pay a 12b-1 fee of up to 0.25% of the average daily net
assets of a Fund, which the Distributor may use for shareholder servicing and
distribution.
Class B Shares pay a 12b-1 fee at an annual rate 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.
Class C Shares pay a 12b-1 fee of up to 0.75% of the average daily net assets of
the applicable Fund which the Distributor may use for shareholder servicing and
distribution. This will cause expenses for Class C Shares to be higher and
dividends to be lower than for Class A Shares. The higher 12b-1 fee on Class C
Shares, together with the CDSC, help the Distributor sell Class 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. Please note that Class C Shares pay a non 12b-1 shareholder
servicing fee of up to 0.25% of the average daily net assets of the applicable
Fund.
Advisor Shares may pay a 12b-1 fee of up to 0.50% of the average daily net
assets of a Fund, which the Distributor may use for shareholder servicing and
distribution.
Over time shareholders will pay more than the equivalent of the maximum
permitted front-end sales charge because 12b-1 distribution and service fees are
paid out of the Fund's assets on an on-going basis.
CONVERSION TO CLASS A SHARES
Class B Shares convert automatically to Class A Shares 8 years after purchase.
After conversion, the 12b-1 fees applicable to your shares are reduced from
1.00% to 0.25% of the average daily net assets.
DEALERS INCENTIVES
BISYS, the distributor of Fund Shares, in its discretion, may pay all dealers
selling Class A, B, or C Shares all or a portion of the sales charges it
normally retains.
36
DIVIDENDS AND CAPITAL GAINS
All dividends and capital gains will be automatically reinvested unless you
request otherwise. You can receive them in cash or by electronic funds transfer
to your bank account if you are not a participant in an IRA account or in a tax
qualified plan. There are no sales charges for reinvested distributions.
Institutional Share dividends are higher than Class A Share dividends which are
higher than Class B and Class C Share dividends. This is because Institutional
Shares have lower operating expenses than Class A Shares which have lower
operating expenses than Class B and Class 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 annually by the International GDP Fund,
the Worldwide Fund and the International Equity Fund. Capital gains, if any, are
distributed at least annually.
Taxes.
This is a brief summary of certain 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,
local, and non-U.S. laws.
TAXATION OF SHAREHOLDER TRANSACTIONS
A sale, exchange, or redemption of Fund shares generally will result in a
taxable gain or loss to the shareholder.
TAXATION OF DISTRIBUTIONS
Each Fund expects to distribute substantially all of its investment income
(including net capital gains not offset by capital loss carryforwards) to its
shareholders. In general, shareholders are required to pay federal income tax on
any dividends and other distributions received from a Fund, including capital
gains distributions. 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. Distributions
are taxable to shareholders even if they are paid from income or gains earned by
a Fund before a shareholder's investment (and thus were included in the price
paid).
FOREIGN INVESTMENTS
The International Equity Fund and the International GDP Fund invest primarily in
foreign securities, while the Worldwide Fund invests in part in foreign
securities. Investment income (including capital gains) received by a Fund from
sources within foreign countries may be subject to foreign taxes withheld at the
source. The United States has entered into tax treaties with many foreign
countries that entitle a Fund to reduced tax rates or exemption on this income.
The effective rate of foreign tax cannot be predicted since the amount of a
Fund's assets to be invested within various countries is unknown. However, the
International Equity Fund, the International GDP Fund and the Worldwide Fund
intend to operate so as to qualify for treaty-reduced tax rates where
applicable.
The International Equity Fund and the International GDP Fund intend to qualify
to allow shareholders to claim a foreign tax credit or deduction on their
federal income tax returns. [TAX AND 5/3 TO DISCUSS] Shareholders, however, may
be limited in their ability to claim a foreign tax credit. Shareholders who
elect to deduct their portion of a Fund's foreign taxes rather than take the
foreign tax credit must itemize deductions on their federal income tax returns.
The International Equity Fund, the International GDP Fund and the Worldwide Fund
may invest in the stock of certain foreign corporations that would constitute
"passive foreign investment companies" ("PFICs"). Federal income taxes at
ordinary income rates may be imposed on a Fund upon disposition of PFIC
investments.
Financial Highlights.
The financial highlights table is intended to help you understand the Funds'
financial performance for the past 5 years or the period of each Fund's
operations, if shorter. Certain information reflects financial results for a
single Fund Share. The total returns in the tables represent the rate that an
investor would have earned or lost on an investment in a Fund (assuming
reinvestment of all dividends and distributions).
The information for the International GDP Fund, Worldwide Fund and the
International Equity Fund for the period ended July 31, 2002 has been audited by
PricewaterhouseCoopers LLP and other independent auditors.
PricewaterhouseCoopers LLP's report, along with the Funds' financial statements,
is incorporated by reference in the SAI, which is available upon request.
37
FIFTH THIRD FUNDS
FINANCIAL HIGHLIGHTS
CHANGE IN NET ASSETS LESS DIVIDENDS AND
RESULTING FROM OPERATIONS DISTRIBUTIONS FROM
------------------------------ ------------------------------
NET REALIZED
AND
UNREALIZED CHANGE IN
NET ASSET GAINS/(LOSSES) NET ASSETS
VALUE, NET FROM RESULTING NET NET RETURN
BEGINNING INVESTMENT INVESTMENT FROM INVESTMENT REALIZED OF
OF PERIOD INCOME/(LOSS) TRANSACTIONS OPERATIONS INCOME GAINS CAPITAL
- ------------------------------------------------------------------------------------------------------------------------------------
INTERNATIONAL EQUITY
INSTITUTIONAL SHARES
10/9/98(d) to 7/31/99 $10.50 0.09 2.52 2.61 (0.24) (0.07) --
Year ended 7/31/00 $12.80 0.07 1.01 1.08 -- (1.18) --
Year ended 7/31/01 $12.70 0.13 (2.17) (2.04) -- (1.62) --
Year ended 7/31/02 $ 9.04 0.02 (1.30) (1.28) (0.11) -- --
Six months ended 1/31/03+ $ 7.65 (0.01)D (0.75) (0.76) (0.04) -- --
- ------------------------------------------------------------------------------------------------------------------------------------
INTERNATIONAL EQUITY
CLASS A SHARES
Year ended 7/31/98 $12.05 0.09 1.31 1.40 (0.59) (0.30) --
Year ended 7/31/99 $12.56 0.03 0.49 0.52 (0.17) (0.07) --
Year ended 7/31/00 $12.84 0.04 1.01 1.05 -- (1.18) --
Year ended 7/31/01 $12.71 0.12 (2.19) (2.07) -- (1.62) --
Year ended 7/31/02 $ 9.02 0.04 (1.24) (1.28) (0.10) -- --
Six months ended 1/31/03+ $ 7.64 (0.02)D (0.74) (0.76) (0.02) -- --
- ------------------------------------------------------------------------------------------------------------------------------------
INTERNATIONAL EQUITY
CLASS B SHARES
10/11/00(d) to 7/31/01 $12.09 0.03 (1.44) (1.41) -- (1.62) --
Year ended 7/31/02 $ 9.06 (0.05) (1.31) (1.36) (0.10) -- --
Six months ended 1/31/03+ $ 7.60 (0.04)D (0.74) (0.78) -- -- --
- ------------------------------------------------------------------------------------------------------------------------------------
INTERNATIONAL EQUITY
CLASS C SHARES
Year ended 7/31/98 $12.01 (0.06) 1.39 1.33 (0.53) (0.30) --
Year ended 7/31/99 $12.51 -- 0.46 0.46 (0.14) (0.07) --
Year ended 7/31/00 $12.76 (0.03) 0.99 0.96 -- (1.18) --
Year ended 7/31/01 $12.54 0.13 (2.23) (2.10) -- (1.62) --
Year ended 7/31/02 $ 8.82 (0.08) (1.24) (1.32) (0.10) -- --
Six months ended 1/31/03+ $ 7.40 (0.05)D (0.72) (0.77) -- -- --
- ------------------------------------------------------------------------------------------------------------------------------------
WORLDWIDE FUND
INSTITUTIONAL SHARES
2/1/98(d) to 12/31/98 $10.38 (0.11) 3.76 3.65 -- (0.73) --
Year ended 12/31/99 $13.30 0.03 6.78 6.81 -- (0.81) --
Year ended 12/31/00 $19.30 (0.12) (2.00) (2.12) -- (2.95) --
Year ended 12/31/01 $14.23 (0.01) (1.64) (1.65) -- (0.11) --^
1/1/02 to 7/31/02(c) $12.47 (0.07) (1.90) (1.97) -- -- --
Six months ended 1/31/03+ $10.50 0.01 (0.88) (0.87) -- -- --
- ------------------------------------------------------------------------------------------------------------------------------------
WORLDWIDE FUND
CLASS C SHARES
10/29/01(d) to 12/31/01 $11.62 0.01 0.63 0.64 -- -- --
1/1/02 to 7/31/02(c) $12.26 (0.10) (1.89) (1.99) -- -- --
Six months ended 1/31/03+ $10.27 (0.04) (0.86) (0.90) -- -- --
- ------------------------------------------------------------------------------------------------------------------------------------
WORLDWIDE FUND
ADVISOR SHARES
Year ended 12/31/97 $10.82 0.52 0.07 0.59 (0.52) (0.51) --
Year ended 12/31/98 $10.38 (0.12) 3.76 3.64 -- (0.73) --
Year ended 12/31/99 $13.29 (0.07) 6.78 6.71 -- (0.81) --
Year ended 12/31/00 $19.19 (0.21) (1.94) (2.15) -- (2.95) --
Year ended 12/31/01 $14.09 (0.11) (1.56) (1.67) -- (0.12) --^
1/1/02 to 7/31/02(c) $12.30 (0.11) (1.86) (1.97) -- -- --
Six months ended 1/31/03+ $10.33 (0.02) (0.86) (0.88) -- -- --
- ------------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
------------------------------------------------------------------
RATIOS OF RATIOS OF
NET TOTAL NET EXPENSES RATIOS OF NET EXPENSES
TOTAL ASSET RETURN ASSETS, TO INVESTMENT TO
DIVIDENDS VALUE, (EXCLUDES END OF AVERAGE INCOME/(LOSS) AVERAGE PORTFOLIO
AND END OF SALES PERIOD NET TO AVERAGE NET TURNOVER
DISTRIBUTIONS PERIOD CHARGE) (000'S) ASSETS NET ASSETS ASSETS (a) RATE (b)
- ------------------------------------------------------------------------------------------------------------------------------------
INTERNATIONAL EQUITY
INSTITUTIONAL SHARES
10/9/89(d) to 7/31/99 (0.31) $12.80 25.02%* $ 172,388 1.50%** 0.67%** 1.50%** 42%
Year ended 7/31/00 (1.18) $12.70 8.29% $ 208,383 1.45% 0.55% 1.45% 86%
Year ended 7/31/01 (1.62) $ 9.04 (17.61%) $ 154,950 1.48% 0.98% 1.48% 42%
Year ended 7/31/02 (0.11) $ 7.65 (14.30%) $ 148,593 1.38% 0.17% 1.38% 23%
Six months ended 1/31/03+ (0.04) $ 6.85 (9.90%)* $ 140,360 1.43%** (0.14%)** 1.43%** 19%
- ------------------------------------------------------------------------------------------------------------------------------------
INTERNATIONAL EQUITY
CLASS A SHARES
Year ended 7/31/98 (0.89) $12.56 13.29% $ 163,297 1.47% 0.66% 1.82% 39%
Year ended 7/31/99 (0.24) $12.84 4.23% $ 5,821 1.52% 0.03% 1.70% 42%
Year ended 7/31/00 (1.18) $12.71 8.02% $ 7,901 1.70% 0.32% 1.70% 86%
Year ended 7/31/01 (1.62) $ 9.02 (17.85%) $ 5,933 1.73% 0.07% 1.73% 42%
Year ended 7/31/02 (0.10) $ 7.64 (14.23%) $ 4,105 1.62% 0.17% 1.62% 23%
Six months ended 1/31/03+ (0.02) $ 6.86 (9.95%)* $ 5,161 1.67%** (0.56%)** 1.67%** 19%
- ------------------------------------------------------------------------------------------------------------------------------------
INTERNATIONAL EQUITY
CLASS B SHARES
10/11/00(d) to 7/31/01 (1.62) $ 9.06 (13.36%)* $ 176 2.43%** 2.08%** 2.43%** 42%
Year ended 7/31/02 (0.10) $ 7.60 (15.11%) $ 246 2.38% (0.79%) 2.38% 23%
Six months ended 1/31/03+ -- $ 6.82 (10.26%)* $ 280 2.43%** (1.15%)** 2.43%** 19%
- ------------------------------------------------------------------------------------------------------------------------------------
INTERNATIONAL EQUITY
CLASS C SHARES
Year ended 7/31/98 (0.83) $12.51 12.57% $ 291 2.22% (0.09%) 2.47% 39%
Year ended 7/31/99 (0.21) $12.76 3.79% $ 235 2.25% (0.08%) 2.50% 42%
Year ended 7/31/00 (1.18) $12.54 7.25% $ 276 2.22% (0.20%) 2.22% 86%
Year ended 7/31/01 (1.62) $ 8.82 (18.39%) $ 163 2.43% (0.01%) 2.57% 42%
Year ended 7/31/02 (0.10) $ 7.40 (15.07%) $ 127 2.38% (0.94%) 2.38% 23%
Six months ended 1/31/03+ -- $ 6.63 (10.41%)* $ 112 2.43%** (1.21%)** 2.43%** 19%
- ------------------------------------------------------------------------------------------------------------------------------------
WORLDWIDE FUND
INSTITUTIONAL SHARES
2/1/98(d) to 12/31/98 (0.73) $13.30 35.24%* $ 9 2.13%** (0.60%)** 2.13%** 2792%
Year ended 12/31/99 (0.81) $19.30 51.29% $ 1,230 1.42% 0.01% 1.42% 1172%
Year ended 12/31/00 (2.95) $14.23 (12.16%) $ 1,232 1.44% (0.63%) 1.44% 1204%
Year ended 12/31/01 (0.11) $12.47 (11.53%) $ 2,709 1.42% (0.26%) 1.45% 974%
1/1/02 to 7/31/02(c) -- $10.50 (15.80%)* $ 3,119 1.44%** (1.14%)** 1.70%** 592%
Six months ended 1/31/03+ -- $ 9.63 (8.29%)* $ 3,165 1.44%** 0.22%** 1.84%** 404%
- ------------------------------------------------------------------------------------------------------------------------------------
WORLDWIDE FUND
CLASS C SHARES
10/29/01(d) to 12/31/01 -- $12.26 8.50%* $ 100 1.93%** 0.85%** 1.93%** 974%
1/1/02 to 7/31/02(c) -- $10.27 (16.23%)* $ 329 2.45%** (2.14%)** 2.82%** 592%
Six months ended 1/31/03+ -- $ 9.37 (8.85%)* $ 328 2.44%** (0.77%)** 2.84%** 404%
- ------------------------------------------------------------------------------------------------------------------------------------
WORLDWIDE FUND
ADVISOR SHARES
Year ended 12/31/97 (1.03) $10.38 5.49% $ 3,395 2.49% 4.19% 2.49% 1511%
Year ended 12/31/98 (0.73) $13.29 35.14% $ 8,059 2.63% (1.10%) 2.63% 2792%
Year ended 12/31/99 (0.81) $19.19 50.58% $ 32,324 1.92% (0.49%) 1.92% 1172%
Year ended 12/31/00 (2.95) $14.09 (12.38%) $ 37,087 1.94% (1.13%) 1.94% 1204%
Year ended 12/31/01 (0.12) $12.30 (11.86%) $ 21,676 1.92% (0.76%) 1.95% 974%
1/1/02 to 7/31/02(c) -- $10.33 (16.02%)* $ 18,259 1.94%** (1.64%)** 2.16%** 592%
Six months ended 1/31/03+ -- $ 9.45 (8.52%)* $ 13,893 1.94%** (0.32%)** 2.35%** 404%
- ------------------------------------------------------------------------------------------------------------------------------------
38-39 spread
FIFTH THIRD FUNDS
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
CHANGE IN NET ASSETS LESS DIVIDENDS AND
RESULTING FROM OPERATIONS DISTRIBUTIONS FROM
------------------------------ ---------------------
NET REALIZED
AND
UNREALIZED CHANGE IN
NET ASSET GAINS/(LOSSES) NET ASSETS
VALUE, NET FROM RESULTING NET NET
BEGINNING INVESTMENT INVESTMENT FROM INVESTMENT REALIZED
OF PERIOD INCOME/(LOSS) TRANSACTIONS OPERATIONS INCOME GAINS
- ---------------------------------------------------------------------------------------------------------------------------
INTERNATIONAL GDP FUND
INSTITUTIONAL SHARES
Year ended 12/31/97 $14.75 0.11 0.26 0.37 (0.15) (0.08)
Year ended 12/31/98 $14.89 0.14 2.48 2.62 (0.19) (1.41)
Year ended 12/31/99 $15.91 0.11 4.20 4.31 (0.12) (0.65)
Year ended 12/31/00 $19.45 0.09 (3.42) (3.33) (0.06) (0.39)
1/1/01 to 7/31/01(c) $15.67 0.10 (2.82) (2.72) (0.04) --
Year ended 7/31/02 $12.91 0.07 (2.41) (2.34) (0.07) (0.48)
Six months ended 1/31/03+ $10.02 0.02D (0.89) (0.87) (0.07) --
- ---------------------------------------------------------------------------------------------------------------------------
INTERNATIONAL GDP FUND
CLASS A SHARES
Year ended 12/31/97 $14.69 0.08 0.25 0.33 (0.15) (0.08)
Year ended 12/31/98 $14.79 0.10 2.46 2.56 (0.19) (1.41)
Year ended 12/31/99 $15.75 0.08 4.14 4.22 (0.12) (0.65)
Year ended 12/31/00 $19.20 0.05 (3.38) (3.33) (0.02) (0.39)
1/1/01 to 7/31/01(c) $15.46 0.09 (2.81) (2.72) (0.04) --
Year ended 7/31/02 $12.70 0.07 (2.39) (2.32) (0.07) (0.48)
Six months ended 1/31/03+ $ 9.83 (0.01)D (0.87) (0.88) (0.04) --
- ---------------------------------------------------------------------------------------------------------------------------
INTERNATIONAL GDP FUND
CLASS B SHARES
10/29/01(d) to 7/31/02 $11.76 0.09 (1.36) (1.27) (0.06) (0.48)
Six months ended 1/31/03+ $ 9.95 --^D (0.91) (0.91) -- --
- ---------------------------------------------------------------------------------------------------------------------------
INTERNATIONAL GDP FUND
CLASS C SHARES
10/29/01(d) to 7/31/02 $11.76 (0.01) (1.25) (1.26) (0.06) (0.48)
Six months ended 1/31/03+ $ 9.96 (0.04)D (0.87) (0.91) (0.04) --
- ---------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
---------------------------------------------------------------
RATIOS OF RATIOS OF
NET TOTAL NET EXPENSES RATIOS OF NET EXPENSES
TOTAL ASSET RETURN ASSETS, TO INVESTMENT TO
DIVIDENDS VALUE, (EXCLUDES END OF AVERAGE INCOME/(LOSS) AVERAGE PORTFOLIO
AND END OF SALES PERIOD NET TO AVERAGE NET TURNOVER
DISTRIBUTIONS PERIOD CHARGE) (000'S) ASSETS NET ASSETS ASSETS (a) RATE (b)
- -----------------------------------------------------------------------------------------------------------------------------------
INTERNATIONAL GDP FUND
INSTITUTIONAL SHARES
Year ended 12/31/97 (0.23) $14.89 2.54% $492,598 1.05% 0.80% 1.06% 3%
Year ended 12/31/98 (1.60) $15.91 17.92% $528,500 1.05% 0.87% 1.06% 22%
Year ended 12/31/99 (0.77) $19.45 28.30% $579,650 1.02% 0.72% 1.03% 8%
Year ended 12/31/00 (0.45) $15.67 (17.41%) $587,107 1.00% 0.47% 1.01% 7%
1/1/01 to 7/31/01(c) (0.04) $12.91 (17.38%)* $472,951 1.02%** 1.28%** 1.02%** 22%
Year ended 7/31/02 (0.55) $10.02 (18.66%) $271,361 1.02% 0.62% 1.06% 6%
Six months ended 1/31/03+ (0.07) $ 9.08 (8.70%)* $197,542 1.01%** 0.21%** 1.11%** 2%
- -----------------------------------------------------------------------------------------------------------------------------------
INTERNATIONAL GDP FUND
CLASS A SHARES
Year ended 12/31/97 (0.23) $14.79 2.25% $ 9,780 1.30% 0.53% 1.31% 3%
Year ended 12/31/98 (1.60) $15.75 17.60% $ 12,390 1.30% 0.59% 1.31% 22%
Year ended 12/31/99 (0.77) $19.20 27.95% $ 15,197 1.27% 0.47% 1.28% 8%
Year ended 12/31/00 (0.41) $15.46 (17.61%) $ 15,162 1.25% 0.22% 1.26% 7%
1/1/01 to 7/31/01(c) (0.04) $12.70 (17.64%)* $ 12,839 1.27%** 1.06%** 1.27%** 22%
Year ended 7/31/02 (0.55) $ 9.83 (18.84%) $ 5,527 1.27% 0.48% 1.31% 6%
Six months ended 1/31/03+ (0.04) $ 8.91 (8.93%)* $ 6,514 1.26%** (0.09%)** 1.36%** 2%
- -----------------------------------------------------------------------------------------------------------------------------------
INTERNATIONAL GDP FUND
CLASS B SHARES
10/29/01(d) to 7/31/02 (0.54) $ 9.95 (10.69%)* $ 47 2.00%** 0.70%** 2.04%** 6%
Six months ended 1/31/03+ -- $ 9.04 (9.15%)* $ 47 2.01%** (0.81%)** 2.11%** 2%
- -----------------------------------------------------------------------------------------------------------------------------------
INTERNATIONAL GDP FUND
CLASS C SHARES
10/29/01(d) to 7/31/02 (0.54) $ 9.96 (10.64%)* $ 1 1.98%** (0.08%)** 1.98%** 6%
Six months ended 1/31/03+ (0.04) $ 9.01 (9.16%)* $ 8 2.01%** (1.46%)** 2.11%** 2%
- -----------------------------------------------------------------------------------------------------------------------------------
(a) During various periods, certain fees were voluntarily reduced. The ratios
shown do not include these voluntary fee reductions.
(b) Portfolio turnover is calculated on the basis of the fund as a whole
without distinguishing between the classes of shares issued.
(c) The Fund changed its fiscal year to July 31 from December 31.
(d) Reflects date of commencement of operations.
^ Amount is less than $0.005 per share.
* Not annualized.
** Annualized.
+ Unaudited.
D Average shares method used in calculation.
40-41 spread
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 file 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: 7 Tremont Street, Suite 600, Boston, MA 02108; 500 West
Madison Street, Suite 1400, Chicago, IL 60611-2511; and the Curtis Center, Suite
1005E, 601 Walnut Street, 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 each of the International GDP
Fund and the Worldwide Fund by the Trustees of Fifth Third Funds for the Special
Meeting of shareholders to be held on October 30, 2003, at 3435 Stelzer Road,
Columbus, Ohio 43219 at 9:00 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 September
18, 2003. The costs of the proxy materials and proxy solicitations will be borne
by Fifth Third Bank and/or Fifth Third Asset Management, Inc. 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 proposals set forth in Proposal 1 of the Notice of Special Meeting
to implement the reorganization of each of the International GDP Fund and the
Worldwide Fund by the transfer of all of its assets to the International Equity
Fund, in exchange for Fifth Third Institutional, Advisor*, Class A, Class B or
Class C Shares of the International Equity Fund and the assumption by the
International Equity Fund of all of the liabilities of each of the International
GDP Fund and the Worldwide Fund followed by the dissolution and liquidation of
each of the International GDP Fund and the Worldwide Fund and the distribution
of Shares to the shareholders of each of the International GDP Fund and the
Worldwide Fund. All International GDP Fund and Worldwide Fund shareholders will
receive Shares of the Fifth Third Class (Institutional, Advisor*, Class A, Class
B, or Class C) that corresponds to the Class of each of the International GDP
Fund and the Worldwide Fund Shares that they hold (Institutional, Advisor, Class
A, Class B, or Class C, respectively). The Transaction contemplated by the Plan
of Reorganization will be consummated only if: (1) a quorum is present (except
as otherwise provided by law, to constitute a quorum for the transaction of
business at a shareholders' meeting, there must be present, in person or by
proxy, holders of a majority of the total number of shares of each of the
International GDP Fund and the Worldwide Fund then outstanding and entitled to
vote at the meeting); (2) approved by the affirmative vote of a majority of
votes cast by each of the International GDP Fund and the Worldwide Fund voting
as a Fund, as described above; and (3) the other closing conditions set forth in
the Reorganization Plan are satisfied. 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 of the
International GDP Fund and the Worldwide Fund at the close of business on
September 8, 2003, (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 September 8, 2003. 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 votes cast for each Fund on
the Transaction is necessary to approve the Transaction.
As of September 8, 2003, there were outstanding the following amount of Shares
of Institutional, Advisor, Class A, Class B or Class C Class of each of the
International GDP Fund and the Worldwide Fund:
- --------------------------------------------------------------------------------
International GDP Fund Worldwide Fund
- --------------------------------------------------------------------------------
Institutional
- --------------------------------------------------------------------------------
Advisor N/A
- --------------------------------------------------------------------------------
Class A N/A
- --------------------------------------------------------------------------------
Class B N/A
- --------------------------------------------------------------------------------
Class C
- --------------------------------------------------------------------------------
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
42
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 September 8, 2003, the officers and Trustees of Fifth Third Funds as a
group beneficially owned less than 1% of the outstanding Shares of
Institutional, Advisor, Class A, Class B or Class C Shares of any of the Fifth
Third Funds. [BISYS TO CONFIRM] 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 September 8, 2003 record date.
Those shareholders who 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.
In this context, "control" shall mean (1) the beneficial ownership, either
directly or through one or more controlled companies of more than 25% of the
voting securities of a company; (2) the acknowledgement or assertion by either
the controlled or controlling party of the existence of control; or (3) an
adjudication under ss.2(a)(9)of the 1940 Act which has become final, that
control exists. [TA AND FIFTH THIRD TO PROVIDE]
- -------------------------------------------------------------------------------------------------------------------
Percent of Approximate Approximate Percent of
Record Percent of Percent of Beneficial
Ownership Beneficial Record Ownership
as of Ownership as Ownership Upon Upon
Name and Address 9/8/2003 of 9/8/2003 Consummation Consummation
- -------------------------------------------------------------------------------------------------------------------
Fifth Third International GDP Fund
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
Fifth Third Worldwide Fund
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
Fifth Third International Equity Fund
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
* Advisor shares of the International Equity Fund will be offered effective
November 7, 2003.
THE BOARD OF TRUSTEES OF FIFTH THIRD FUNDS, INCLUDING THE INDEPENDENT TRUSTEES,
UNANIMOUSLY RECOMMEND APPROVAL OF THE REORGANIZATION PLAN
As demonstrated below, Fifth Third Bank is deemed a controlling person of the
Fifth Third International GDP Fund [and the Fifth Third Worldwide Fund].
With respect to the effect of this control on the voting rights of other
security holders, Fifth Third Bank's vote may determine the outcome of each
proposal.
43
[THIS PAGE IS INTENTIONALLY LEFT BLANK]
APPENDIX A
FIFTH THIRD FUNDS
FIFTH THIRD INTERNATIONAL GDP FUND,
FIFTH THIRD WORLDWIDE FUND AND
FIFTH THIRD INTERNATIONAL EQUITY FUND
PLAN OF REORGANIZATION
This Plan of Reorganization having been approved by the Board of
Trustees of Fifth Third Funds is made as of August 12, 2003, by Fifth Third
Funds, on behalf of Fifth Third International GDP Fund, Fifth Third Worldwide
Fund and Fifth Third International Equity Fund (the "Plan"). The capitalized
terms used herein shall have the meaning ascribed to them in this Plan.
OVERVIEW OF PLAN OF REORGANIZATION
(a) Each of Fifth Third International GDP Fund ("International GDP
Fund") and Fifth Third Worldwide Fund ("Worldwide Fund") will sell, assign,
convey, transfer and deliver to Fifth Third International Equity Fund
("International Equity Fund"), and International Equity Fund will acquire, on
the Exchange Date, all of the properties and assets existing at the Valuation
Time in each of International GDP Fund and Worldwide Fund.
In consideration therefor, International Equity Fund shall, on the
Exchange Date, assume all of the liabilities of each of International GDP Fund
and Worldwide Fund and transfer to each of International GDP Fund and Worldwide
Fund a number of full and fractional units of beneficial interest ("Shares")
(such Shares being Institutional, Advisor1, Class A, Class B or Class C Shares)
of International Equity Fund having an aggregate net asset value equal to the
value of the assets of each of International GDP Fund and Worldwide Fund
transferred to International Equity on such date less the value of all of the
liabilities of each of International GDP Fund and Worldwide Fund assumed by
International Equity 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").
(b) Upon consummation of the transaction described in paragraph (a) of
this Plan, each of International GDP Fund and Worldwide Fund in complete
liquidation shall distribute to its respective shareholders of record as of the
Exchange Date the International Equity Fund Shares received by it, each
shareholder being entitled to receive that number of such International Equity
Fund Shares equal to the proportion which the number of Shares of each of
International GDP Fund and Worldwide Fund held by such shareholder bears to the
number of such Shares of each of International GDP Fund and Worldwide Fund
outstanding on such date. International GDP Fund and Worldwide Fund shareholders
of record holding Institutional, Advisor, Class A, Class B or Class C Shares
will receive Institutional, Advisor1, Class A, Class B or Class C Shares,
respectively, of International Equity Fund.
FACTUAL BASIS OF THE PLAN
1. REPRESENTATIONS AND WARRANTIES OF FIFTH THIRD FUNDS Each of Fifth
Third Funds, International GDP Fund, Worldwide Fund and International Equity
Fund jointly and severally represents and warrants that:
(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
carry on its business as it is now being conducted and to carry out this Plan.
Each of Fifth Third Funds, International GDP Fund, Worldwide Fund and
International Equity Fund is not required to qualify as a foreign association in
any jurisdiction. Each of Fifth Third Funds, International GDP Fund, Worldwide
Fund and International Equity Fund has all necessary federal, state and local
authorizations to own all of its properties and assets and to carry on business
as now being conducted and to fulfill the terms of this Plan, except as set
forth in Section 1(i).
- --------------------
1 Advisor shares of the International Equity Fund will be offered effective
November 7, 2003.
45
(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. Each of International GDP Fund, Worldwide Fund and
International Equity Fund has elected to qualify and has qualified as a
regulated investment company under Part I of Subchapter M of the Code as of and
since its first taxable year, and each of the International GDP Fund, Worldwide
Fund and International Equity Fund qualifies and will qualify as a regulated
investment company at all times through the Exchange Date.
(c) The statements of assets and liabilities, statements of operations,
statements of changes in net assets and schedules of investments (indicating
their market values) for each of International GDP Fund, Worldwide Fund and
International Equity Fund for the year ended July 31, 2003, fairly present the
financial position of each of International GDP Fund, Worldwide Fund and
International Equity 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 prospectuses of each of International GDP Fund, Worldwide Fund
and International Equity Fund dated November 30, 2002, 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, 2002, as amended February 28, 2003 (the "Statement of Additional
Information") 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, in light of the circumstances under which they were
made, not misleading.
(e) There are no material legal, administrative or other proceedings
pending or, to the knowledge of Fifth Third Funds, International GDP Fund,
Worldwide Fund or International Equity Fund, overtly threatened against Fifth
Third Funds, International GDP Fund, Worldwide Fund or International Equity
Fund, which assert liability on the part of Fifth Third Funds, International GDP
Fund, Worldwide Fund or International Equity Fund.
(f) There are no material contracts outstanding to which Fifth Third
Funds, International GDP Fund, Worldwide Fund or International Equity Fund is a
party, other than as disclosed in Fifth Third's Prospectuses and Statement of
Additional Information or in the Registration Statement.
(g) Each of International GDP Fund and Worldwide Fund has no known
liabilities of a material nature, contingent or otherwise, other than those
shown on its statement of assets and liabilities as of July 31, 2003, referred
to above and those incurred in the ordinary course of the business of Fifth
Third Funds as an investment company or International GDP Fund or Worldwide Fund
since such date. Prior to the Exchange Date, each of International GDP Fund and
Worldwide Fund will advise International Equity Fund of all known material
liabilities, contingent or otherwise, incurred by it subsequent to July 31,
2003, whether or not incurred in the ordinary course of business.
(h) Fifth Third Funds and each of International GDP Fund, Worldwide
Fund and International Equity Fund has filed or will file all federal and other
tax returns which, to the knowledge of Fifth Third Funds' officers, are required
to be filed by International GDP Fund, Worldwide Fund or International Equity
Fund, respectively, and has paid or will pay all federal and other taxes shown
to be due on said returns or on any assessments received by International GDP
Fund, Worldwide Fund or International Equity Fund, respectively. To the best of
such officers' knowledge, each of International GDP Fund, Worldwide Fund and
International Equity Fund has adequately provided for all tax liabilities on its
books, no tax deficiency or liability of International GDP Fund, Worldwide Fund
or International Equity Fund has been asserted, and no question with respect
thereto has been raised (including by way of audit) by the Internal Revenue
Service or by any state or local tax authority for taxes in excess of those
already paid.
(i) No consent, approval, authorization or order of any governmental
authority is required for the consummation by Fifth Third Funds, International
GDP Fund, Worldwide Fund or International Equity Fund of the transaction
contemplated by this Plan, except such as may be required under the 1933 Act,
the 1934 Act, the 1940 Act, state securities or Blue Sky laws or the HSR Act.
(j) As of both the Valuation Time and the Exchange Date and otherwise
as described in Section 1(i), Fifth Third Funds on behalf of International
Equity Fund will have full right, power and authority to purchase the
Investments and any other assets and assume the liabilities of each of
International GDP Fund and Worldwide Fund to be transferred to International
Equity Fund pursuant to this Plan.
(k) The Registration Statement, the Prospectuses and the Proxy
Statement, on the effective date of the Registration Statement and insofar as
they relate to Fifth Third Funds, International GDP Fund, Worldwide Fund and
International Equity
46
Fund: (i) will comply in all material respects with the provisions of the 1933
Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder and
(ii) will not 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, in light of the circumstances in which they were made, not misleading;
and at the time of the shareholders' meeting referred to in Section 8(a) and at
the Exchange Date, the Prospectuses, as amended or supplemented by any
amendments or supplements filed with the Commission by Fifth Third Funds,
International GDP Fund, Worldwide Fund or International Equity Fund, will not
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, in
light of the circumstances in which they were made, not misleading; provided,
however, that none of the representations and warranties in this subsection
shall apply to statements in or omissions from the Registration Statement, the
Prospectuses or the Proxy Statement made in reliance upon and in conformity with
information furnished by International GDP Fund, Worldwide Fund or International
Equity Fund for use in the Registration Statement, the Prospectuses or the Proxy
Statement.
(l) International Equity Fund Shares to be issued to each of
International GDP Fund and Worldwide Fund have been duly authorized and, when
issued and delivered pursuant to this Plan and the Prospectuses, will be legally
and validly issued and will be fully paid and nonassessable by Fifth Third Funds
and no shareholder of Fifth Third Funds will have any preemptive right of
subscription or purchase in respect thereof.
(m) The issuance of International Equity Fund Shares pursuant to this
Plan will be in compliance with all applicable federal and state securities
laws.
SPECIFICS OF PLAN
2. REORGANIZATION. (a) Subject to the requisite approval of the
shareholders of each of International GDP Fund and Worldwide Fund and to the
other terms and conditions contained herein (including each of International GDP
Fund's and Worldwide Fund's obligation to distribute to its respective
shareholders all of its income and net capital gain described in Section 8(j)
hereof), each of International GDP Fund and Worldwide Fund agrees to sell,
assign, convey, transfer and deliver to International Equity Fund, and
International Equity Fund agrees to acquire from each of International GDP Fund
and Worldwide Fund, on the Exchange Date all of the Investments and all of the
cash and other assets of each of International GDP Fund and Worldwide Fund in
exchange for that number of Shares of International Equity Fund provided for in
Section 3 and the assumption by International Equity Fund of all of the
liabilities of each of International GDP Fund and Worldwide Fund. Pursuant to
this Plan, each of International GDP Fund and Worldwide Fund will, as soon as
practicable after the Exchange Date, distribute in liquidation all of the
International Equity Fund Shares received by it to its shareholders in exchange
for their respective Shares of each of International GDP Fund and Worldwide
Fund.
(b) Fifth Third Funds, on behalf of each of International GDP Fund and
Worldwide Fund, will pay or cause to be paid to International Equity Fund any
interest and cash dividends received by it on or after the Exchange Date with
respect to the Investments transferred to International Equity Fund hereunder.
Fifth Third Funds, on behalf of each of International GDP Fund and Worldwide
Fund, will transfer to International Equity Fund any rights, stock dividends, or
other securities received by each of International GDP Fund and Worldwide 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 International
Equity 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 each of
International GDP Fund and Worldwide Fund acquired by International Equity Fund.
3. EXCHANGE DATE; VALUATION TIME. On the Exchange Date, International
Equity Fund will deliver to each of International GDP Fund and Worldwide Fund a
number of International Equity Fund Shares having an aggregate net asset value
equal to the value of the assets attributable to each corresponding class of
Shares of each of International GDP Fund and Worldwide Fund acquired by
International Equity Fund, less the value of the liabilities of each of
International GDP Fund and Worldwide Fund assumed, determined as hereafter
provided in this Section 3.
(a) Subject to Section 3(d) hereof, the value of each of International
GDP Fund's and Worldwide Fund's net assets will be computed as of the Valuation
Time using the valuation procedures for International Equity Fund set forth in
the Fifth Third Prospectuses and Fifth Third Statement of Additional
Information. In no event shall the same security held by the International GDP
Fund or Worldwide Fund and Fifth Third Funds be valued at different prices.
(b) Subject to Section 3(d) hereof, the net asset value of a Share of
International Equity Fund will be determined to the nearest full cent as of the
Valuation Time, using the valuation procedures set forth in the Fifth Third
Prospectuses for International Equity Fund.
47
(c) Subject to Section 3(d), the Valuation Time shall be 4:00 p.m.
Eastern Standard time on November 7, 2003, or such earlier or later days as may
be established by the proper officers of Fifth Third Funds (the "Valuation
Time").
(d) No formula will be used to adjust the net asset value of
International GDP Fund or Worldwide Fund or International Equity Fund to take
into account differences in realized and unrealized gains and losses.
(e) International Equity Fund shall issue its Shares to each of
International GDP Fund and Worldwide Fund on one share deposit receipt
registered in the name of International GDP Fund and Worldwide Fund,
respectively. Each of International GDP Fund and Worldwide Fund shall distribute
in liquidation the International Equity Fund Shares 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 International GDP Fund and Worldwide Fund shareholder, in
accordance with written instructions furnished by International GDP Fund and
Worldwide Fund.
(f) International Equity Fund shall assume all liabilities of each of
International GDP Fund and Worldwide Fund, whether accrued or contingent, in
connection with the acquisition of assets and subsequent dissolution of each of
International GDP Fund and Worldwide Fund or otherwise, except that recourse for
assumed liabilities relating to each of International GDP Fund and Worldwide
Fund will be limited to International Equity Fund.
4. EXPENSES, FEES, ETC. (a) Other than accounting fees, all fees and
expenses incurred by each of International GDP Fund, Worldwide Fund and/or
International Equity Fund as a direct result of the transaction contemplated by
this Plan, will be borne by Fifth Third Bank and/or Fifth Third Asset
Management, Inc., including the costs of proxy materials, proxy solicitations
and legal expenses. Fees and expenses not incurred directly in connection with
the consummation of the Transaction will be paid by the party directly incurring
such expenses.
(b) Notwithstanding any other provisions of this Plan, if for any
reason the transaction contemplated by this Plan is not consummated, no party
shall be liable to the other party for any damages resulting therefrom,
including without limitation consequential damages.
5. PERMITTED ASSETS. Fifth Third Funds, International GDP Fund and
Worldwide Fund agree to review the assets of each of International GDP Fund and
Worldwide Fund to ensure that at any time prior to the Exchange Date the assets
of each of International GDP Fund and Worldwide Fund do not include any assets
that International Equity Fund is not permitted, or reasonably believes to be
unsuitable for it, to acquire, including without limitation any security that,
prior to its acquisition by each of International GDP Fund and Worldwide Fund,
is unsuitable for International Equity Fund to acquire.
6. EXCHANGE DATE. Delivery of the assets of each of International GDP
Fund and Worldwide Fund to be transferred, assumption of the liabilities of each
of International GDP Fund and Worldwide Fund to be assumed, and the delivery of
International Equity Fund Shares to be issued shall be made at the offices of
Fifth Third Funds, 3435 Stelzer Road, Columbus, Ohio 43219, at 9:00 a.m. Eastern
standard time on November 10, 2003, or at such other times and dates 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."
7. SPECIAL MEETING OF SHAREHOLDERS; DISSOLUTION. (a) Each of
International GDP Fund and Worldwide Fund agrees to call a special meeting of
the shareholders as soon as is practicable after the effective date of the
Registration Statement for the purpose of considering the sale of all of the
assets of each of International GDP Fund and Worldwide Fund to and the
assumption of all of the liabilities of each of International GDP Fund and
Worldwide Fund by International Equity Fund as herein provided, approving this
Plan, and authorizing the liquidation and dissolution of each of International
GDP Fund and Worldwide Fund, and it shall be a condition to the obligations of
each of the parties hereto that the holders of the Shares of each of
International GDP Fund and Worldwide Fund shall have approved this Plan and the
transaction contemplated herein in the manner required by law and Fifth Third
Funds' Declaration of Trust and Bylaws at such a meeting on or before the
Valuation Time.
(b) Each of International GDP Fund and Worldwide Fund agrees that the
liquidation of it will be effected in the manner provided in Fifth Third Funds'
Declaration of Trust and Bylaws in accordance with applicable law, that it will
not make any distributions of any International Equity Fund Shares to the
shareholders of each of International GDP Fund and Worldwide Fund without first
paying or adequately providing for the payment of all of each of International
GDP Fund's and Worldwide Fund's known debts, obligations and liabilities.
48
8. CONDITIONS TO BE MET REGARDING THE TRANSACTION. The obligation of
International GDP Fund, Worldwide Fund and International Equity Fund to
consummate the transactions contemplated by this Plan shall be subject to the
following conditions:
(a) This Plan shall have been adopted and the transaction contemplated
hereby, including the liquidation of each of International GDP Fund and
Worldwide Fund, shall have been approved by the shareholders of each of
International GDP Fund and Worldwide Fund in the manner required by law.
(b) Each of International GDP Fund and Worldwide Fund shall have
furnished to International Equity Fund a statement of each of International GDP
Fund's and Worldwide Fund's assets and liabilities, with values determined as
provided in Section 3 of this Plan, together with a list of Investments with
their respective tax costs, all as of the Valuation Time, certified on
International GDP Fund's and Worldwide Fund's behalf by its President (or any
Vice President) and Treasurer, and a certificate of both such officers, dated
the Exchange Date, to the effect that as of the Valuation Time and as of the
Exchange Date there has been no material adverse change in the financial
position of each of International GDP Fund and Worldwide Fund since July 31,
2003, 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
each of International GDP Fund and Worldwide Fund, dividends paid or losses from
operations.
(c) As of the Valuation Time and as of the Exchange Date, all
representations and warranties of each of International GDP Fund and Worldwide
Fund made in this Plan are true and correct in all material respects as if made
at and as of such dates, each of International GDP Fund and Worldwide Fund has
complied with all the agreements and satisfied all the conditions on its part to
be performed or satisfied at or prior to each of such dates, and each of
International GDP Fund and Worldwide Fund shall have furnished to International
Equity Fund a statement, dated the Exchange Date, signed by Fifth Third Funds'
President (or any Vice President) and Treasurer certifying those facts as of
such dates.
(d) There shall not be any material litigation pending with respect to
the matters contemplated by this Plan.
(e) Fifth Third Funds shall have received an opinion of Ropes & Gray
LLP 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, International GDP
Fund, Worldwide Fund nor International Equity 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, International GDP Fund and Worldwide Fund
have power to sell, assign, convey, transfer and deliver the Investments and
other assets contemplated hereby and, upon consummation of the transaction
contemplated hereby in accordance with the terms of this Plan, Fifth Third
Funds, International GDP Fund and Worldwide Fund will have duly sold, assigned,
conveyed, transferred and delivered such Investments and other assets to
International Equity Fund; (iii) the adoption of this Plan did not, and the
consummation of the transaction 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 transaction 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 International
Equity Fund to be delivered to each of International GDP Fund and Worldwide 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.
(f) Fifth Third Funds, in behalf of International GDP Fund, Worldwide
Fund and International Equity Fund shall have received one or more opinions of
Ropes & Gray LLP addressed to International GDP Fund, Worldwide Fund and
International Equity Fund and dated the Exchange Date to the effect that, on the
basis of the existing provisions of the Code, current administrative rules and
court decisions, for Federal income tax purposes: (i) the transaction will
constitute a reorganization within the meaning of Section 368(a) of the Code,
and International Equity Fund, International GDP Fund and Worldwide Fund will
each be a "party to a reorganization" within the meaning of Section 368(b) of
the Code; (ii) no gain or loss will be recognized by International Equity Fund
upon the receipt of the assets of International GDP Fund and Worldwide Fund in
exchange for International Equity Fund Shares and the assumption by
International Equity Fund of the liabilities of International GDP Fund and
Worldwide Fund; (iii) the basis in the hands of International Equity Fund of the
assets of International GDP Fund and Worldwide Fund transferred to International
Equity Fund in the transaction will be the same as the basis of such assets in
the hands of International GDP Fund and Worldwide Fund, respectively,
immediately prior to the transfer; (iv) the holding periods of the assets of
International GDP Fund and Worldwide Fund in the hands of International
49
Equity Fund will include the periods during which such assets were held by
International GDP Fund and Worldwide Fund, respectively; (v) no gain or loss
will be recognized by International GDP Fund or Worldwide Fund upon the transfer
of each of International GDP Fund's and Worldwide Fund's assets to International
Equity Fund in exchange for International Equity Fund Shares and the assumption
by International Equity Fund of the liabilities of International GDP Fund and
Worldwide Fund, respectively, or upon the distribution of International Equity
Fund Shares by International GDP Fund and Worldwide Fund, respectively, to its
shareholders in liquidation; (vi) no gain or loss will be recognized by
International GDP Fund or Worldwide Fund shareholders upon the exchange of their
International GDP Fund or Worldwide Fund Shares, respectively, for International
Equity Fund Shares; (vii) the aggregate basis of International Equity Fund
Shares an International GDP Fund or Worldwide Fund shareholder receives in
connection with the transaction will be the same as the aggregate basis of his
or her International GDP Fund or Worldwide Fund Shares, respectively, exchanged
therefor; (viii) an International GDP Fund or Worldwide Fund shareholder's
holding period for his or her International Equity Fund Shares will be
determined by including the period for which he or she held the International
GDP Fund or Worldwide Fund Shares exchanged therefor, provided that he or she
held such International GDP Fund or Worldwide Fund Shares as capital assets; and
(ix) International Equity Fund will succeed to, and take into account (subject
to the conditions and limitations specified in Sections 381, 382, 383 and 384 of
the Code and the Regulations thereunder) the items of International GDP Fund and
Worldwide Fund described in Section 381(c) of the Code.
(g) The assets of each of International GDP Fund and Worldwide Fund to
be acquired by International Equity Fund will include no assets which
International Equity Fund, by reason of limitations contained in its Declaration
of Trust or of investment restrictions disclosed in Fifth Third Prospectuses and
SAI in effect on the Exchange Date, may not properly acquire. Fifth Third Funds
shall not change Fifth Third Funds' Declaration of Trust and Fifth Third
Prospectuses so as to restrict permitted investments for International Equity
Fund except as required by the Commission or any state regulatory authority.
(h) The Registration Statement shall have become effective under the
1933 Act and applicable Blue Sky provisions, and no stop order suspending such
effectiveness shall have been instituted or, to the knowledge of Fifth Third
Funds, contemplated by the Commission and or any state regulatory authority.
(i) Fifth Third Funds shall have received from the Commission such
order or orders as Ropes & Gray LLP deems reasonably necessary or desirable
under the 1933 Act, the 1934 Act, the 1940 Act in connection with the
transaction contemplated hereby, and that all such orders shall be in full force
and effect.
(j) Prior to the Exchange Date, each of International GDP Fund,
Worldwide Fund and International Equity Fund shall have declared a dividend or
dividends which, together with all previous such dividends, shall have the
effect of distributing to its shareholders (a) all of the excess of (x) its
investment income excludable from gross income under Section 103 of the Code
over (y) its deductions disallowed under Section 265 and 171 of the Code, (b)
all of its investment company taxable income as defined in Section 852 of the
Code (computed without regard to any deduction for dividends paid), and (c) all
of its net capital gain realized (after reduction for any capital loss
carryover), in each case for both the current (which will end on the Exchange
Date) and immediately preceding taxable year.
(k) Each of International GDP Fund and Worldwide Fund shall have
furnished to International Equity Fund a certificate, signed by the President
(or any Vice President) and the Treasurer of Fifth Third Funds, as to the tax
cost to each of International GDP Fund and Worldwide Fund of the securities
delivered to International Equity Fund pursuant to this Plan, together with any
such other evidence as to such tax cost as International Equity Fund may
reasonably request.
(l) Fifth Third Funds shall have received from the custodian of Fifth
Third Funds a certificate identifying all of the assets of each of International
GDP Fund and Worldwide Fund held by such custodian as of the Valuation Time.
(m) The transfer agent of Fifth Third Funds shall have provided to
Fifth Third Funds (i) a record specifying the number of Shares of each of
International GDP Fund and Worldwide Fund outstanding as of the Valuation Time
and (iii) a record specifying the name and address of each holder of record of
any such Shares of International GDP Fund and Worldwide Fund and the number of
International GDP Fund and Worldwide Fund Shares held of record by each such
shareholder as of the Valuation Time. International GDP Fund's and Worldwide
Fund's transfer agent shall also have provided Fifth Third Funds with a
certificate confirming that the acts specified in the preceding sentence have
been taken and that the information so supplied is complete and accurate to the
best knowledge of the transfer agent.
(n) Fifth Third Funds, on behalf of International Equity Fund, shall
have executed and delivered an Assumption of Liabilities dated as of the
Exchange Date pursuant to which International Equity Fund will assume all of the
liabilities of each
50
of International GDP Fund and Worldwide Fund existing at the Valuation Time in
connection with the transaction contemplated by this Plan.
(o) Fifth Third Funds, on behalf of International GDP Fund and
Worldwide 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 each of International GDP Fund's and
Worldwide Fund's entire right, title and interest in and to the Investments and
all other assets of each of International GDP Fund and Worldwide Fund.
9. NO BROKER, ETC. There is no person who has dealt with Fifth Third
Funds, International GDP Fund, Worldwide Fund or International Equity 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 transaction contemplated by this
Plan.
10. 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.
11. COVENANTS, ETC. DEEMED MATERIAL. All covenants, agreements,
representations and warranties made under this Plan and any certificates
delivered pursuant to this Plan shall be deemed to have been material and relied
upon by each of the parties, notwithstanding any investigation made by them or
on their behalf.
12. SOLE PLAN; AMENDMENTS. This Plan supersedes all previous
correspondence and oral communications between the parties regarding the subject
matter hereof, constitutes the only understanding with respect to such subject
matter, may not be changed except by a letter of agreement signed by each party
hereto, and shall be construed in accordance with and governed by the laws of
The Commonwealth of Massachusetts.
13. RULE 145. Pursuant to Rule 145 under the 1933 Act, Fifth Third
Funds will, in connection with the issuance of any Shares of the International
Equity 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 International Equity Fund
Shares.
14. FIFTH THIRD FUNDS' DECLARATION OF TRUST Fifth Third Funds is a
business trust organized under Massachusetts law and under a Declaration of
Trust, 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, officers, employees or agents are made
not individually, but in such capacities, and are not binding upon any of the
Trustees, officers, employees, agents or shareholders of Fifth Third Funds
personally, but bind only the assets of Fifth Third Funds and all persons
dealing with any series or funds of Fifth Third Funds, such as International
Equity Fund, must look solely to the assets of Fifth Third Funds belonging to
such series or funds for the enforcement of any claims against Fifth Third
Funds.
AS ADOPTED ON AUGUST 12, 2003
51
PROXY STATEMENT
FIFTH THIRD FUNDS
Q. WHY IS THE BOARD OF TRUSTEES PROPOSING TO ELECT FIVE TRUSTEES?
A. Under the Investment Company Act of 1940 (the "1940 Act"), the Funds'
Board of Trustees (the "Board") may fill vacancies on the Board of
Trustees or appoint new Trustees only if, immediately thereafter, at
least two-thirds of the Trustees will have been elected by
shareholders. Currently, one of the Funds' four Trustees has not been
elected by shareholders. This means that no further Trustees may be
brought on to the Board through appointment. The Trustees have
determined that the size of the Board should be expanded to five
members in light of a number of considerations, including the desire to
appoint an audit committee financial expert to the Board. If all
Trustees standing for election are approved by shareholders, 80% of the
Board will consist of Trustees who are not "interested" under the 1940
Act. This is a percentage that meets or exceeds all applicable legal
and industry standards.
Q. WHY IS THE BOARD PROPOSING TO AMEND AND RESTATE THE DECLARATION OF
TRUST ?
A. The proposed changes to the Declaration of Trust would eliminate an
unnecessary and unduly burdensome requirement and provide the Trustees
with more flexibility and broader authority to take advantage of
certain regulatory developments.
Q. WHY IS THE BOARD PROPOSING TO CHANGE FUNDAMENTAL INVESTMENT LIMITATIONS
REGARDING INTER-FUND LENDING AND DIVERSIFICATION?
A. We are asking you to approve these changes to make the investment
limitations easier to understand and to provide the Funds with greater
investment flexibility.
Q. WHY IS THE BOARD PROPOSING TO AMEND AND RESTATE THE INVESTMENT ADVISORY
CONTRACT ?
A. The Funds and the investment advisor are seeking exemptive relief from
the Securities and Exchange Commission ("SEC") to permit the investment
advisor, subject to certain conditions, including the prior approval of
the Board and shareholders of each Fund, to appoint and replace
subadvisors, enter into subadvisory agreements, and amend and terminate
subadvisory agreements on behalf of a Fund without shareholder approval
(the "Manager of Managers Structure"). The Board has issued such prior
approval, and we now seek your prior approval by asking you to approve
the Amended and Restated Investment Advisory Contract that provides for
the employment of the Manager of Managers Structure with respect to
each Fund.
Q. WHAT IF I DO NOT RETURN MY PROXY VOTING BALLOT?
In order to conduct the Shareholder Meeting, a quorum must be present,
in person or by proxy. A quorum is defined as representation of over
50% of the shares outstanding for the Funds as of October 30, 2003. In
the event that not enough shareholders return the enclosed proxy
ballot card to achieve quorum, we will be forced to incur additional
expenses associated with additional solicitations. In order to avoid
additional costs, please return the completed proxy ballot as soon as
possible.
Q. HOW DOES THE BOARD SUGGEST THAT I VOTE?
After careful consideration, the Board of Trustees of the Funds,
including the independent members, recommends that you vote "FOR"
electing the five nominees, "FOR" the approval of the Amended and
Restated Declaration of Trust, "FOR" the change to a fundamental
investment limitation regarding inter-fund lending, "FOR" the approval
of the Amended and Restated Investment Advisory Contract, and "FOR"
the change to a fundamental investment limitation regarding
diversification. The Board also wishes to urge you to vote and return
all the proxy ballot cards you receive.
Q. WHO SHOULD I CALL WITH QUESTIONS ABOUT THIS PROXY?
A. If you have any questions regarding this proxy, please contact the
Funds directly at 1-800-282-5706.
THE INFORMATION PROVIDED IN THIS "Q&A" IS SUPPORTED
BY DISCLOSURES CONTAINED IN THE ACCOMPANYING
PROXY STATEMENT
52
FIFTH THIRD FUNDS
3435 STELZER ROAD
COLUMBUS, OHIO 43219
A MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 30, 2003
PROXY STATEMENT
The enclosed proxy is solicited on behalf of the Board of Trustees (the
"Trustees") of the Fifth Third Funds (each a "Fund," and collectively, the
"Funds"). The proxy is revocable at any time before it is voted by sending
written notice of the revocation or a subsequently executed proxy to the Funds
at the above address or by appearing personally and electing to vote on October
30, 2003 at the Meeting of Shareholders of the Fund at 9:00 a.m. (Eastern Time)
at 3435 Stelzer Road, Columbus, Ohio 43219. The cost of preparing and mailing
the Notice of Meeting, the proxy card, this proxy statement and any additional
proxy material has been or is to be borne by the Funds. Proxy solicitations will
be made primarily by mail, but may also be made by telephone, telegraph, or
personal interview conducted by certain officers or employees of the Funds
[FIFTH THIRD TO PROVIDE 3RD PARTY PROXY SOLICITATION DETAILS]. In the event that
the Shareholder signs and returns the proxy ballot, but does not indicate a
choice as to any of the items on the proxy ballot, the proxy attorneys will vote
those Shares in favor of such proposal(s).
Only Shareholders of record at the close of business on September 8, 2003 will
be entitled to vote at the Meeting. On September 8, 2003, the Funds had
outstanding the following number of Shares, each Share being entitled to one
vote, and each fractional Share being entitled to a proportionate fractional
vote on each matter to be acted upon at the Meeting: [BISYS TO PROVIDE]
International GDP Fund Worldwide Fund
Institutional: Institutional:
Class A: Advisor:
Class B: Class C:
Class C:
The Funds' Declaration of Trust and Bylaws do not provide for annual shareholder
meetings, and no such meetings are planned for 2003. Proposals that shareholders
would like to have included in a proxy statement for any future meeting must be
received by the Fund within a reasonable period of time prior to printing and
mailing proxy material for such meeting.
Investment Advisor-- Fifth Third Asset Management, Inc., 38 Fountain Square
Plaza, MD 1090-EF, Cincinnati, Ohio 45263.
Administrator - Fifth Third Bank, 38 Fountain Square Plaza, MD 1090-EF,
Cincinnati, Ohio 45263.
Distributor - Fifth Third Funds Distributor, Inc, 3435 Stelzer Road, Columbus,
Ohio 43219.
As of September 8, 2003, the Funds believe that Fifth Third Bank and its bank
affiliates had investment authority with respect to ___% of the Funds' Shares.
As a consequence, Fifth Third Bank may be deemed to be a controlling person of
the Fund under the 1940 Act. [BISYS AND FIFTH THIRD TO PROVIDE]
As of September 8, 2003, to the knowledge of the Fund's management, the Officers
and Trustees of the Funds owned less than 1% of the outstanding Shares of the
Funds, and such Officers and Trustees, as a group, owned less than 1% of the
outstanding Shares of the Funds.
The following table sets forth, as of September 8, 2003 (unless otherwise
indicated), the beneficial ownership of each current Trustee, each nominee for
Trustee, each of the executive officers, the executive officers and Trustees as
a group, and each shareholder known to management of the Funds to own
beneficially more than 5% of the outstanding Shares of the Funds. Unless
otherwise indicated, the Funds believe that the beneficial owner set forth in
the table has sole voting and investment power. [BISYS AND FIFTH THIRD TO
PROVIDE]
53
INTERNATIONAL GDP FUND
For purposes of determining the presence of a quorum and counting votes on the
matters presented, Shares represented by abstentions and "broker non-votes" will
be counted as present, but not as votes cast, at the Meeting. Under the
Investment Company Act of 1940, as amended (the "1940 Act"), the affirmative
vote necessary to approve the matter under consideration may be determined with
reference to a percentage of votes present at the Meeting, which would have the
effect of treating abstentions and non-votes as if they were votes against the
proposal.
The Funds' executive offices are located at 3435 Stelzer Road, Columbus, Ohio
43219.
A copy of the Funds' Annual Report dated July 31, 2002, and Semi-Annual Report
dated January 31, 2003, is available upon request and may be obtained without
cost by calling 1-800-282-5706.
INTRODUCTION
This Meeting is being called for the following purposes: (2) to elect five
Trustees to the Funds' Board of Trustees, (3) to approve an Amended and Restated
Declaration of Trust , (4a) to approve a change to a fundamental investment
limitation regarding inter-fund lending, (5) to approve an Amended and Restated
Investment Advisory Contract, (6a) to approve a change to a fundamental
investment limitation regarding diversification, and (7) to transact such other
business as may properly come before the Meeting or any adjournment thereof.
Approval of Proposal 2 requires the affirmative vote of the majority of votes
cast by the Trust. Approval of Proposal 3 requires the affirmative vote of the
majority of outstanding shares of the Trust. Approval of Proposals 4a and 6a
requires the affirmative vote of the majority of outstanding shares as to each
Fund. Approval of Proposal 5 requires the affirmative vote of the lesser of: (a)
67% or more of the outstanding Shares of the Funds present at the Meeting, if
the holders of more than 50% of the outstanding Shares are present or
represented by proxy, or (b) more than 50% of the outstanding Shares of the
Funds.
PROPOSAL (2)--ELECTION OF FIVE TRUSTEES
TO THE FUNDS' BOARD OF TRUSTEES
Proposal 1 relates to the election of Trustees of the Funds. The Board proposes
the election of the five nominees named in the table below. Each nominee,
including those who are not "interested persons" of the Funds as that term is
defined by the Investment Company Act of 1940 ("1940 Act") ("Independent
Trustees"), has indicated his or her willingness to serve if elected. If
elected, each nominee will hold office until the next meeting of shareholders or
until his or her successor is elected and qualified. Unless you give contrary
instructions on the enclosed proxy card, your shares will be voted FOR the
election of the five nominees. If any of the nominees should withdraw or
otherwise become unavailable for election, your shares will be voted FOR such
other nominee or nominees as the Board may recommend.
TRUSTEE INFORMATION
The Trustees and nominees of the Funds, their ages, the position they hold with
the Funds, their term of office and length of time served, a description of
their principal occupations during the past five years, the number of portfolios
in the fund complex that the Trustee oversees and any other directorships held
by the Trustee are listed in the following table. The business address of the
persons listed below is 3435 Stelzer Road, Columbus, Ohio 43219-3035.
54
- -----------------------------------------------------------------------------------------------------------------------------
TERM OF OFFICE PRINCIPAL NUMBER OF OTHER
POSITION(S) AND LENGTH OCCUPATION PORTFOLIOS IN FUND DIRECTORSHIPS
NAME, ADDRESS HELD WITH OF TIME DURING THE COMPLEX OVERSEEN HELD
AND AGE THE FUND SERVED PAST 5 YEARS BY TRUSTEE BY TRUSTEE
- -----------------------------------------------------------------------------------------------------------------------------
INDEPENDENT TRUSTEES
David J. Durham Trustee Indefinite, President and Chief 37 None
Birthdate: 5/10/1945 June 2001- Executive Officer of
Present Clipper Products, Inc.,
a wholesale distributor,
1997-Present.
J. Joseph Hale Jr. Trustee Indefinite, Vice President, Corporate 37 None
Birthdate: 9/11/1949 March 2001- Communications;
Present President, Cinergy
Foundation, November 2001-
Present. President, Cinergy
Corp., Cincinnati Gas &
Electric Co., The Union
Light High & Power Co.,
November 2000-October
2001. Vice President,
Corporate Communications,
August 1996-June 2000.
John E. Jaymont Trustee Indefinite, AVP, PIANKO, February 37 Printing
Birthdate: 12/5/1944 October 2001- 2002-Present. Business Indentures
Present management consultant, of America-Web
April 2000-February 2002. Offset Assoc.,
President, Metroweb Corp. Director & Master
(publications printing), Printers of
1997-2000. America, Director.
David J. Gruber Trustee First Time Ohio Arts & Sports 37 None
Birthdate: 8/19/63 Nominee Facilities Commission
(state funding oversight
agency), CFO, April 2003 -
Present. Ohio Expositions
Commission (state fair
and expo center), Finance
Director, April 1996 -
April 2003.
INTERESTED TRUSTEE
Edward Burke Carey* Chairman - Indefinite, President of Carey Realty 37 The Foundation
Birthdate: 7/2/1945 Board of January 1989 Investments, Inc. of the Catholic
Trustees -Present Diocese of
Columbus-Trustee
Ohio and Kentucky
Chapters of the
Counselors of
Real Estate-
Trustee, Chairman.
* Mr. Carey is treated by the Fund as an "interested person" (as defined
in Section 2(a)(19) of the 1940 Act) of the Fund and the Investment
Advisor. Mr. Carey is an "interested person" because of his business
transactions with Fifth Third Bank and its affiliates. Mr. Carey's wife
owns shares of Fifth Third Bank. For Trustees who are not Independent
Trustees, positions held with affiliated persons of the Fund (other
than as set forth above) are listed in the following table.
55
POSITIONS HELD WITH AFFILIATED PERSONS
NAME OR PRINCIPAL UNDERWRITERS OF THE FUND
Edward Burke Carey None
This table shows the number of shares of each fund beneficially owned by each
nominee as of December 31, 2002. In cases where the amount owned in any class of
a fund is more than 1% of the fund's or class' assets, as applicable, the
percentage owned is also noted.
AGGREGATE DOLLAR
RANGE OF EQUITY
SECURITIES IN ALL
FUNDS OVERSEEN OR
NAME OF TRUSTEE DOLLAR RANGE OF EQUITY TO BE OVERSEEN BY
OR NOMINEE SECURITIES IN THE FUND TRUSTEE OR NOMINEE
- -------------------------------------------------------------------------------------------------------------------------
INDEPENDENT TRUSTEES
David J. Durham Fifth Third Bond Fund: $10,001 - $50,000 $50,001 - $100,000
Fifth Third Mid Cap Growth Fund: $10,001 - $50,000
Fifth Third Multi Cap Value Fund: $10,001 - $50,000
Fifth Third Quality Growth Fund: $10,001 - $50,000
J. Joseph Hale, Jr. None None
John E. Jaymont [_______] [_______]
David J. Gruber None None
INTERESTED TRUSTEE
Edward Burke Carey Fifth Third Large Cap Opportunity Fund: $50,001 - $100,000 >$100,000*
Fifth Third Quality Growth Fund: > $100,000*
Fifth Third Prime Money Market Fund: $1 - $10,000
Fifth Third Balanced Fund: $10,001 - $50,000
Fifth Third International Equity Fund: $1 - $10,000
Fifth Third Mid Cap Growth Fund: > $100,000*
Fifth Third Technology Fund: $1 - $10,000
Fifth Third Government Money Market Fund: $10,001 - $50,000
* denotes greater than $100,000
56
For Trustees and nominees who are Independent Trustees, this table provides
information as of December 31, 2002 concerning the beneficial ownership of each
Trustee or nominee and his immediate family members in securities of the
Investment Advisor and the Funds' principal underwriter or a person (other than
a registered investment company) directly or indirectly controlling, controlled
by or under common control with the Investment Advisor or the Funds' principal
underwriter.
NAME OF
OWNERS AND
NAME OF RELATIONSHIP TO
TRUSTEE TRUSTEE OR VALUE OF PERCENT OF
OR NOMINEE NOMINEE COMPANY TITLE OF CLASS SECURITIES CLASS
- ---------------------------------------------------------------------------------------------------------------------------
David J. Durham None None None None None
J. Joseph Hale, Jr. None None None None None
John E. Jaymont
David J. Gruber None None None None None
The compensation table below sets forth the total compensation paid to the
Trustees by the Funds for the fiscal year ended July 31, 2003.
PENSION OR TOTAL
RETIREMENT COMPENSATION FROM
BENEFITS ACCRUED ESTIMATED THE FUNDS AND
NAME OF AGGREGATE AS PART OF ANNUAL BENEFITS FUND COMPLEX
PERSON, POSITION COMPENSATION FROM THE FUNDS FUND EXPENSES UPON RETIREMENT PAID TO TRUSTEES
- ---------------------------------------------------------------------------------------------------------------------------
INDEPENDENT TRUSTEES Board Audit Committee
David J. Durham $23,000 $2,500 None None $25,500
J. Joseph Hale, Jr. $23,000 $2,500 None None $25,500
John E. Jaymont $23,000 $4,000 None None $27,000
David J. Gruber None None None None None
INTERESTED TRUSTEE
Edward Burke Carey $29,000 None None None $29,000
BOARD COMMITTEES AND MEETINGS
The Trust has an Audit Committee created in December 2000. The members of the
Audit Committee are David J. Durham, J. Joseph Hale, Jr., and John E. Jaymont,
all of whom are Independent Trustees. The Audit Committee will review financial
statements and other audit-related matters for the Trust on an annual basis
(and, as necessary, more frequently). The Audit Committee met three (3) times
during the most recent full fiscal year.
The Trust also has a Nominations Committee comprised of David J. Durham, J.
Joseph Hale, Jr., and John E. Jaymont, all of whom are Independent Trustees. The
Nominations Committee meets as often as it deems appropriate for the primary
purpose of nominating persons to serve as members of the Board of Trustees. The
Nominations Committee did not meet during the Trust's most recent full fiscal
year (but did meet subsequently on August 12, 2003 for purposes of nominating
the one nominee discussed herein). The Nominations Committee will consider
nominees recommended by shareholders. Such recommendations should be sent to the
Nominations Committee at 38 Fountain Square Plaza, Cincinnati, Ohio 45263.
The Trust does not have a standing compensation committee or any committee
performing similar functions.
57
With respect to the most recent full fiscal year, the Board of Trustees held
four (4) regular meetings and no (0) special meetings. During the most recent
full fiscal year, no incumbent Trustee attended less than 75% of the total
number of Board meetings held during the time he was a Trustee and the number of
meetings held by all committees of the Board on which he served during the time
he was a member of such committee. The Trustees receive fees and expenses for
each meeting of the Board of Trustees attended.
OFFICERS
The officers of the Funds, their current addresses, the position they hold with
the Funds, their term of office and length of time served and a description of
their principal occupations during the past five years are listed in the
following table (if no address is listed, the address is 38 Fountain Square
Plaza, Cincinnati, Ohio 45263):
NAME, ADDRESS POSITION(S) HELD WITH TERM OF OFFICE AND PRINCIPAL OCCUPATION
AND AGE THE FUND LENGTH OF TIME SERVED DURING THE PAST 5 YEARS
- ----------------------------------------------------------------------------------------------------------------------------
C. David Bunstine President Indefinite, March Employee of BISYS Fund Services Limited
Birthdate: 7/30/1965 2003-Present Partnership since December 1987.
Russell D. Ungerman Vice President Indefinite, September Trust Officer of Fifth Third Bank, 1998-
Birthdate: 2/9/1971 2002-Present Present. Trust Officer of Wilmington Trust
Co., 1994-1998.
Rodney L. Ruehle Vice President Indefinite, September Employee of BISYS Fund Services
Birthdate: 4/26/1968 and Secretary 2001-Present Limited Partnership since August 1995.
Adam S. Ness Treasurer Indefinite, September Employee of BISYS Fund Services Limited
Birthdate: 10/14/1972 2001-Present Partnership since June 1998. Prior to that
ime, employee of KPMG LLP.
Warren Leslie Assistant Secretary Indefinite, September Employee of BISYS Funds Service Limited
Birthdate: 2/13/1962 and Assistant 2001-Present Partnership since May 1995.
Treasurer
For officers of the Funds, positions held with affiliated persons or principal
underwriters of the Trust (other than as set forth above) are listed in the
following table:
POSITIONS HELD WITH AFFILIATED PERSONS
NAME OR PRINCIPAL UNDERWRITERS OF THE FUND
-------------------------------------------------------------------------------------
C. David Bunstine BISYS Fund Services, Vice President, Client Services
Russell Ungerman Fifth Third Bank, Trust Officer
Rodney L. Ruehle BISYS Fund Services, Director, Compliance Services
Adam S. Ness BISYS Fund Services, Vice President, Financial Services
Warren Leslie BISYS Fund Services, Director, Client Services
The officers of the Funds receive no compensation directly from the Funds for
performing the duties of their offices. Fifth Third Bank receives fees from the
Funds for acting as Administrator. BISYS Fund Services LP receives fees from the
Funds for acting as Sub-Administrator and BISYS Fund Services Ohio, Inc.
receives fees from the Funds for acting as Sub-Transfer Agent and for providing
fund accounting services to the Funds.
INDEPENDENT AUDITORS.
- --------------------
Pricewaterhouse Coopers LLP ("PwC"), independent accountants, has been selected
by the Audit Committee and appointed by the Board as the independent auditor of
the Funds for the current fiscal year. A representative of PwC [is][is not]
expected to
58
be present at the Meeting , [will][will not] have the opportunity to
make a statement and [is][is not] expected to be available to respond to
appropriate questions.
On April 10, 2002, the Audit Committee, on behalf of the Funds, terminated
Arthur Andersen LLP ("Arthur Andersen") as the Funds' independent auditor. The
principal accountant's report on the financial statements of the Funds for
either of the past two years has not contained an adverse opinion or a
disclaimer of opinion, nor were either qualified or modified as to uncertainty,
audit scope or accounting principles. Between August 1, 2000 and April 10, 2002,
there were no disagreements between the Funds and Arthur Andersen on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure which, had any such disagreement not been resolved
to the satisfaction of Arthur Andersen, would have caused Arthur Andersen to
make reference to the subject matter of the disagreement in connection with its
report. On April 10, 2002, the Audit Committee appointed PwC as the Fund's
independent auditor, subject to the receipt by the Funds of an acceptable fee
schedule. On September 19, 2002, the Board of Trustees approved the appointment
of PwC as the Funds' independent auditor.
The following table sets forth the aggregate fees billed for professional
services rendered by PwC during the Funds' most recent full fiscal year:
FINANCIAL INFORMATION SYSTEMS
AUDIT FEES DESIGN AND IMPLEMENTATION FEES ALL OTHER FEES
-------------------------------------------------------------------------
$295,250 $N/A $77,451
The fees disclosed under "Financial Information Systems Design and
Implementation Fees" and "All Other Fees" include fees billed for services, if
any, rendered during the Funds' most recent full fiscal year to the Fund, the
Investment Advisor and to any entity controlling, controlled by or under common
control with the Investment Advisor that provided services to the Fund. [In
selecting PwC, the Audit Committee considered, in addition to other practices
and requirements relating to the selection of the Funds' auditors, whether the
non-audit services covered in the table above under "Financial Information
System Design and Implementation Fees" and "All Other Fees" performed by PwC for
the Fund, the Investment Advisor and certain related parties are compatible with
maintaining the independence of PwC as the Funds' principal accountants.]
REQUIRED VOTE AND BOARD OF TRUSTEES' RECOMMENDATION
The Trust as a whole must approve this Proposal. This means that approval of
this Proposal requires the affirmative vote of the majority of votes cast by the
Trust as a whole.
The Trustees unanimously recommend that Shareholders of the Funds vote to elect
the five nominees to the Board of Trustees.
PROPOSAL (3)--APPROVAL OF AN AMENDED AND RESTATED DECLARATION OF TRUST
The Trustees have approved, and are recommending that Shareholders approve, an
Amended and Restated Declaration of Trust for the Trust. The Amended and
Restated Declaration of Trust, which will be in the form attached to this proxy
statement as Appendix B, has been marked to show changes from the Trust's
existing Declaration of Trust. The proposed changes to the Declaration of Trust
would eliminate an unnecessary and unduly burdensome requirement and provide the
Trustees with more flexibility and broader authority to take advantage of
certain regulatory developments.
Set forth below is a description of the proposed amendments:
1. Amendment to Eliminate Need to Amend the Declaration of Trust to
Establish New Series and Classes of Shares. The Declaration of Trust would be
amended to permit the Trustees to establish new series and classes of the Trust
without the need to amend the Declaration of Trust. Presently, the Declaration
of Trust lists each of the Trust's currently designated series and classes and
provides that the Declaration of Trust must be amended by a majority vote of the
Trustees of the Trust in order to establish any additional series or class. The
current Declaration of Trust does not require a shareholder vote to amend the
Declaration of Trust when adding new series or classes. The proposed amendment
would allow the Trustees to create new series and classes without the necessity
of the time and expense of amending the Declaration of Trust.
2. Amendment to Requirements Regarding Sub-Advisory Agreements. The
Declaration of Trust would be amended to give the Trust's adviser the right to
enter into sub-advisory agreements, subject to applicable legal
59
requirements under the Investment Company Act of 1940 (the "1940 Act").
Presently, the Declaration of Trust provides that the Trust's adviser may only
enter into a sub-advisory agreement with respect to a series of the Trust
"subject to a Majority Shareholder Vote by the relevant Series or Class". The
proposed amendment would eliminate the "subject to a Majority Shareholder Vote"
requirement and allow the Trust's adviser to enter into sub-advisory agreements
to the extent permitted by the 1940 Act. This amendment would give the Trust's
adviser the flexibility to enter into sub-advisory agreements without the
necessity of the time and expense of obtaining a shareholder vote, unless such
vote is required by the 1940 Act. Normally, a shareholder vote would be
required, however, the proposed amendment would permit the Trust to take
advantage of statutory or regulatory changes and developments. For instance, if
the Trust were to obtain a "manager-of-managers" exemptive order from the
Securities and Exchange Commission, the Trust's adviser would be permitted to
hire and fire subadvisers with respect to each series of the Trust without a
shareholder vote.
3. Amendments Conforming the Name of the Trust. The Declaration of
Trust would be amended in various sections to reflect the current name of the
Trust. Presently, the Declaration of Trust contains references to "Fountain
Square," the prior name of the Trust. The proposed amendment is intended to make
conforming name changes that were not made by prior amendments.
The descriptions of the principal provisions of the existing and proposed
Declaration of Trust set forth above are summaries and are not complete. Please
read the form of Amended and Restated Declaration of Trust which is attached to
this proxy statement as Appendix B for a complete description of the changes
being proposed.
REQUIRED VOTE AND BOARD OF TRUSTEES' RECOMMENDATION
Approval of this Proposal requires an affirmative vote of a majority of the
outstanding shares of the Trust.
The Trustees unanimously recommend that Shareholders of the Funds vote to
approved the Amended and Restated Declaration of Trust.
PROPOSAL (4A)--APPROVAL OF A CHANGE TO A FUNDAMENTAL INVESTMENT LIMITATION
REGARDING INTER-FUND LENDING
This proposal relates to amending the Funds' fundamental policy with respect to
making loans. The proposed change will enhance the policy and permit the Funds
to more easily respond to changes in the laws and regulations governing
investment companies and developments in the mutual fund industry.
If this proposal is approved, the Funds will be able to lend money to the extent
permitted by order of the SEC. The current lending policy of each Fund is as
follows:
The Funds will not lend any of their respective assets except portfolio
securities up to one-third of the value of total assets. This shall not
prevent a Fund from purchasing or holding U.S. government obligations,
money market instruments, publicly or non-publicly issued municipal
bonds, variable rate demand notes, bonds, debentures, notes,
certificates of indebtedness, or other debt securities, entering into
repurchase agreements, or engaging in other transactions where
permitted by a Fund's investment objectives, policies and limitations
or the Trust's Declaration of Trust.
Under this current lending policy, the Funds are not permitted to lend cash to
other Funds of the Trust. The proposed policy below, will permit such lending,
subject to applicable SEC limitations, and will thereby enhance the ability of
the Funds to earn higher rates of interest on short-term loans.
The Funds will not lend any of their respective assets except that (i)
cash may be lent to other Funds of the Trust subject to applicable SEC
limitations and (ii) portfolio securities up to one-third of the value
of total assets may be lent to third parties. The preceding limitation
shall not prevent a Fund from purchasing or holding U.S. government
obligations, money market instruments, publicly or non-publicly issued
municipal bonds, variable rate demand notes, bonds, debentures, notes,
certificates of indebtedness, or other debt securities, entering into
repurchase agreements, or engaging in other transactions where
permitted by a Fund's investment objectives, policies and limitations
or the Trust's Declaration of Trust.
60
REQUIRED VOTE AND BOARD OF TRUSTEES' RECOMMENDATION
Each Fund as a whole must approve this Proposal. This means that approval of
this Proposal requires the affirmative vote of the majority of votes cast by
each Fund.
The Trustees unanimously recommend that Shareholders of the Funds vote to
approve a change to a fundamental investment limitation regarding inter-fund
lending.
[Proposal 4b is not included in the Combined Prospectus/Proxy Statement or the
Proxy Statement that follows as that proposal does not relate to the
International GDP Fund or the Worldwide Fund. Shareholders of other Fifth Third
Funds will receive a separate document with that proposal.]
PROPOSAL (5)--APPROVAL OF AN AMENDED AND RESTATED INVESTMENT ADVISORY CONTRACT
On August 12, 2003, the Trustees, including a majority of the Trustees who are
not interested persons of the Funds, as defined in the 1940 Act, unanimously
approved on behalf of the Funds the proposed Amended and Restated Investment
Advisory Contract between the Fund and Fifth Third Asset Management, Inc.
("FTAM"). A copy of the proposed Amended and Restated Investment Advisory
Contract is included as Appendix C to this proxy statement. Other than a new
contract date, the proposed Amended and Restated Investment Advisory Contract
differs from the current investment advisory contract in one respect only - it
provides that the manager of managers structure, as described below, applies to
each Fund in the Trust.
Here are some of the factors you should consider in determining whether to
approve the proposed Amended and Restated Investment Advisory Contract:
o The Board of Trustees has unanimously approved the proposed
Amended and Restated Investment Advisory Contract;
o The proposed Amended and Restated Investment Advisory Contract
will permit a Fund to hire, terminate and replace sub-advisors
more efficiently according to the judgment of the Board,
Independent Trustees, and the investment advisor; and
o Other than a new contract date and the manager of managers
provision, there will be no material difference between the
current investment advisory contract and the proposed Amended
and Restated Investment Advisory Contract.
CURRENT INVESTMENT ADVISORY CONTRACT
At the present time, FTAM serves as investment advisor to the Funds pursuant to
an investment advisory contract dated February 28, 2003 (the "Current Investment
Advisory Contract"). The Current Investment Advisory Contract was last approved
by the Board on September 18, 2002 and submitted to a shareholder vote on March
28, 2003 (consent of sole shareholder of the Fifth Third Small Cap Value Fund).
The Current Investment Advisory Contract will continue in effect as to the Fund
from year to year, if such continuance is approved at least annually by the
Trustees or by vote of a majority of the outstanding shares of the Fund as
defined in the 1940 Act and, in either case, by a majority of the Trustees who
are not interested persons as defined in the 1940 Act, by vote cast in person at
a meeting called for such purpose. The Current Investment Advisory Contract may
be terminated as to the Fund at any time on 60 days' written notice without
penalty by the Trustees or by vote of a majority of the outstanding shares of
the Fund as defined in the 1940 Act. The Current Investment Advisory Contract
also terminates automatically in the event of any assignment, as defined in the
1940 Act.
61
Under the Current Investment Advisory Contract, FTAM may make the day-to-day
investment decisions for the Fund or employ a sub-advisor at its expense to
provide day-to-day management. Regardless of whether it employs a sub-advisor,
FTAM continuously reviews, supervises and administers the Fund's investment
programs. As consideration for its services, FTAM is entitled to the following
fees (based on a Fund's average daily net assets):
- -------------------------------------------------------------------------------------------------------------------
Assets As Of Fiscal
Year Ended
Fund July 31, 2003 Investment Advisory Fee Rate
- -------------------------------------------------------------------------------------------------------------------
Contractual Actual (in effect
as of 7/31/03)
- -------------------------------------------------------------------------------------------------------------------
Fifth Third International GDP Fund $208,328,466.42 0.75 of 1% 0.75 of 1%
- -------------------------------------------------------------------------------------------------------------------
Fifth Third Worldwide Fund 19,456,475.42 1% 1%
- -------------------------------------------------------------------------------------------------------------------
Fifth Third Prime Money Market Fund 2,004,917,598.89 0.40 of 1% 0.40 of 1%
- -------------------------------------------------------------------------------------------------------------------
Fifth Third Government Money Market Fund 452,497,315.02 0.40 of 1% 0.40 of 1%
- -------------------------------------------------------------------------------------------------------------------
Fifth Third Municipal Money Market Fund 252,518,294.43 0.50 of 1% 0.15 of 1%
- -------------------------------------------------------------------------------------------------------------------
Fifth Third Quality Growth Fund 1,037,493,981.46 0.80 of 1% 0.80 of 1%
- -------------------------------------------------------------------------------------------------------------------
Fifth Third Disciplined Large Cap Value Fund 354,359,344.22 0.80 of 1% 0.80 of 1%
- -------------------------------------------------------------------------------------------------------------------
Fifth Third Balanced Fund 270,057,351.36 0.80 of 1% 0.80 of 1%
- -------------------------------------------------------------------------------------------------------------------
Fifth Third Mid Cap Growth Fund 378,399,904.34 0.80 of 1% 0.80 of 1%
- -------------------------------------------------------------------------------------------------------------------
Fifth Third International Equity Fund 165,293,117.01 1% (assets up to 1% (assets up to
$1 billion); $1 billion);
0.85 of 1% 0.85 of (assets
1% (assets > $1 billion)
> $1 billion)
- -------------------------------------------------------------------------------------------------------------------
Fifth Third Technology Fund 37,090,945.72 1% 1%
- -------------------------------------------------------------------------------------------------------------------
Fifth Third Intermediate Bond Fund 816,889,618.63 0.55 of 1% 0.55 of 1%
- -------------------------------------------------------------------------------------------------------------------
Fifth Third Bond Fund 333,528,274.76 0.60 of 1% 0.60 of 1%
- -------------------------------------------------------------------------------------------------------------------
Fifth Third U.S. Government Bond Fund 72,068,195.61 0.55 of 1% 0.44 of 1%
- -------------------------------------------------------------------------------------------------------------------
Fifth Third Municipal Bond Fund 78,388,401.01 0.55 of 1% 0.55 of 1%
- -------------------------------------------------------------------------------------------------------------------
Fifth Third Ohio Municipal Bond Fund 188,150,968.13 0.55 of 1% 0.55 of 1%
- -------------------------------------------------------------------------------------------------------------------
Fifth Third U.S. Treasury Money Market Fund 1,644,905,253.16 0.40 of 1% 0.25 of 1%
- -------------------------------------------------------------------------------------------------------------------
Fifth Third Strategic Income Fund 141,803,832.69 1% 1%
- -------------------------------------------------------------------------------------------------------------------
Fifth Third Multi Cap Value Fund 255,321,601.92 1% 1%
- -------------------------------------------------------------------------------------------------------------------
Fifth Third Micro Cap Value Fund 149,734,564.09 1% 1%
- -------------------------------------------------------------------------------------------------------------------
Fifth Third Institutional Government
Money Market Fund 616,998,680.77 0.40 of 1% 0.25 of 1%
- -------------------------------------------------------------------------------------------------------------------
Fifth Third Institutional Money Market Fund 766,023,376.49 0.40 of 1% 0.10 of 1%
- -------------------------------------------------------------------------------------------------------------------
Fifth Third Michigan Municipal Money Market Fund 247,823,613.39 0.40 of 1% 0.40 of 1%
- -------------------------------------------------------------------------------------------------------------------
Fifth Third Small Cap Growth Fund 410,716,599.80 0.70 of 1% 0.70 of 1%
- -------------------------------------------------------------------------------------------------------------------
Fifth Third Equity Index Fund 621,378,838.98 0.30 of 1% 0.25 of 1%
- -------------------------------------------------------------------------------------------------------------------
Fifth Third Large Cap Core Fund 203,151,520.90 0.70 of 1% 0.70 of 1%
- -------------------------------------------------------------------------------------------------------------------
Fifth Third Short Term Bond Fund 524,204,487.41 0.50 of 1% 0.50 of 1%
- -------------------------------------------------------------------------------------------------------------------
Fifth Third Michigan Municipal Bond Fund 132,880,703.08 0.45 of 1% 0.45 of 1%
- -------------------------------------------------------------------------------------------------------------------
Fifth Third Intermediate Municipal Bond Fund 311,023,413.45 0.55 of 1% 0.55 of 1%
- -------------------------------------------------------------------------------------------------------------------
Fifth Third Ohio Tax Exempt Money Market Fund -- 0.40 of 1% 0.00% currently
not offered
- -------------------------------------------------------------------------------------------------------------------
Fifth Third Large Cap Opportunity Fund 23,999,752.35 0.80 of 1% 0.80 of 1%
- -------------------------------------------------------------------------------------------------------------------
Fifth Third LifeModel Conservative FundSM 36,398,661.95 0.15 of 1% 0.03 of 1%
- -------------------------------------------------------------------------------------------------------------------
Fifth Third LifeModel Moderately Conservative FundSM 69,960,766.48 0.15 of 1% 0.03 of 1%
- -------------------------------------------------------------------------------------------------------------------
Fifth Third LifeModel Moderate FundSM 116,494,977.92 0.15 of 1% 0.03 of 1%
- -------------------------------------------------------------------------------------------------------------------
Fifth Third LifeModel Moderately Aggressive FundSM 110,475,294.13 0.15 of 1% 0.03 of 1%
- -------------------------------------------------------------------------------------------------------------------
Fifth Third LifeModel Aggressive FundSM 46,629,510.55 0.15 of 1% 0.03 of 1%
- -------------------------------------------------------------------------------------------------------------------
Fifth Third Small Cap Value Fund 73,270,653.13 0.90 of 1% 0.90 of 1%
- -------------------------------------------------------------------------------------------------------------------
PROPOSED AMENDED AND RESTATED INVESTMENT ADVISORY CONTRACT
With the exception of the contract date and the provision with respect to the
manager of managers structure described below, the proposed Amended and Restated
Investment Advisory Contract is identical in all material respects to the
Current Investment Advisory Contract.
The Funds and the investment advisor are seeking exemptive relief from the
Securities and Exchange Commission ("SEC" ) to permit the investment advisor,
subject to certain conditions, including the prior approval of the Funds' Board
of Trustees and shareholders, to appoint and replace subadvisors, enter into
subadvisory agreements, and amend and terminate subadvisory agreements on behalf
of a Fund without shareholder approval (the "Manager of Managers Structure"). If
exemptive relief is obtained from the SEC, the investment advisor will have the
ability to change the fee payable to a subadvisor or appoint a new subadvisor at
a fee different than that paid to the current subadvisor, which in turn may
result in a different fee retained by the investment advisor. With respect to
the Fifth Third Small Cap Value Fund, prior approval was obtained from the Board
at a
62
meeting held on September 18, 2002 and from the sole shareholder at the
Fifth Third Small Cap Value Fund's organizational meeting held on March 28,
2003. As a result, the Current Investment Advisory Contract permits FTAM to
employ the Manager of Managers Structure with respect to the Small Cap Value
Fund upon receipt of the exemptive order from the SEC.
At a Board meeting held on August 12, 2003, the Board unanimously approved the
Amended and Restated Investment Advisory Contract, which provides for the
employment of the Manager of Managers Structure with respect to each Fund and
also determined that is in the best interests of shareholders of such Funds to
approve the Amended and Restated Investment Advisory Contract. In reaching this
conclusion, the Board determined that the Manager of Managers Structure will
provide two principal benefits to shareholders. First, it will reduce fund
expenses to the extent that a Fund employing the Manager of Managers Structure
will not have to prepare and solicit proxies each time a sub-advisory agreement
is entered into or materially amended. Second, it will enable a Fund employing
the Manager of Managers Structure to operate more efficiently. In particular, it
will permit a Fund to hire, terminate and replace sub-advisors more efficiently
according to the judgment of the Board, Independent Trustees, and FTAM. [R&G TO
CONFIRM]
In the event that holders of a majority of the outstanding Shares of any Fund
(as defined in the 1940 Act) do not vote in the affirmative with respect to the
proposed Amended and Restated Investment Advisory Contract, the Trustees will
consider such further action as they may determine to be in the best interests
of the Funds' Shareholders.
ADDITIONAL INFORMATION
INFORMATION ABOUT THE ADVISOR
FTAM, a registered investment advisor under the Investment Advisers Act of 1940,
is located at 38 Fountain Square Plaza, Cincinnati, Ohio 45263, and is a
wholly-owned subsidiary of Fifth Third Bank. Fifth Third Bank is in turn a
wholly-owned subsidiary of Fifth Third Bancorp. FTAM (and its predecessors),
with a team of approximately 22 investment strategists and portfolio managers,
13 equity and fixed income research analysts, and 6 equity and fixed income
traders, has been providing investment management services to individuals,
institutions and large corporations since 1975. As of June 30, 2003, FTAM had
approximately $13.1 billion of assets under management in the Fifth Third Funds.
- ------------------------------------------------------------------------------------------------------------------------------------
Percent of Voting
Entity Address Basis of Control Shares Owned by
Immediate Parent
- ------------------------------------------------------------------------------------------------------------------------------------
Fifth Third Bancorp 38 Fountain Square Plaza, Cincinnati, Ohio 45263 Holding Company 100%
- ------------------------------------------------------------------------------------------------------------------------------------
Fifth Third Financial Corporation 38 Fountain Square Plaza, Cincinnati, Ohio 45263 Parent Company 100%
- ------------------------------------------------------------------------------------------------------------------------------------
Fifth Third Bank 38 Fountain Square Plaza, Cincinnati, Ohio 45263 Parent Company 100%
- ------------------------------------------------------------------------------------------------------------------------------------
Fifth Third Asset Management, Inc. 38 Fountain Square Plaza, Cincinnati, Ohio 45263 N/A
- ------------------------------------------------------------------------------------------------------------------------------------
The name, address, and principal occupation of the principal executive officer
and each director of FTAM are as follows [FIFTH THIRD TO PROVIDE]:
Name and Address Position(s) held with FTAM Principal Occupation
- -------------------------------------------------------------------------------
[FIFTH THIRD TO PROVIDE THE NAME OF ANY OFFICER OR DIRECTOR OF THE TRUST WHO IS
AN OFFICER, EMPLOYEE, DIRECTOR OR SHAREHOLDER OF FTAM]
No Trustee of the Trust has made a purchase or sale, or has had any material
interest, direct or indirect, in any material transaction or in any material
proposed transaction with, FTAM or its affiliates since the beginning of the
Trust's most recent fiscal year. No officer of the Trust owns securities or has
any other material direct or indirect interest in FTAM or its affiliates. [R&G
TO CONFIRM]
63
INFORMATION ABOUT THE ADMINISTRATOR AND DISTRIBUTOR
Fifth Third Bank (the "Administrator"), 38 Fountain Square, Cincinnati, Ohio
45263, serves as the Trust's Administrator. The administrative services of the
Administrator include providing office space, equipment and clerical personnel
to the Fund and supervising custodial, auditing, valuation, bookkeeping, legal
and dividend disbursing services.
Fifth Third Funds Distributor, Inc. (the "Distributor"), 3435 Stelzer Road,
Columbus, Ohio 43219 serves as the distributor of the Funds' shares. The
Distributor may provide financial assistance in connection with pre-approved
seminars, conferences and advertising to the extent permitted by applicable
state or self-regulatory agencies, such as the National Association of
Securities Dealers.
PORTFOLIO TRANSACTIONS
During the Trust's fiscal year ended July 31, 2003 the Trust paid $7,233,678.83
in brokerage commissions. Fifth Third Securities, Inc., an affiliated broker,
was paid $180,692.80.
REQUIRED VOTE AND BOARD OF TRUSTEES' RECOMMENDATION
Each Fund as a whole must approve this Proposal. This means that approval of
this Proposal requires the affirmative vote of : (a) 67% or more of the Shares
of each Fund as a whole present at the Meeting, if the holders of more than 50%
of the outstanding Shares are present or represented by proxy; or (b) more than
50% of the outstanding Shares of each Fund as a whole, whichever is less.
The Trustees unanimously recommend that Shareholders of the Funds vote to
approve the Amended and Restated Investment Advisory Contract.
PROPOSAL (6A)--APPROVAL OF AMENDMENT TO FUNDAMENTAL INVESTMENT LIMITATION
REGARDING DIVERSIFICATION
The current fundamental policy of the Funds concerning diversification states
that:
With respect to 75% of the value of their respective total assets, none
of the Funds (with the exception of the Ohio Municipal Bond Fund) will
purchase securities issued by any one issuer (other than cash, cash
items or securities issued or guaranteed by the government of the
United States or its agencies or instrumentalities and repurchase
agreements collateralized by such securities), if as a result more than
5% of the value of its total assets would be invested in the securities
of that issuer. None of the Funds (other than the Short Term Bond Fund,
Michigan Municipal Bond Fund, and Municipal Bond Fund) will acquire
more than 10% of the outstanding voting securities of any one issuer.
The Trustees and the investment advisor recommend that shareholders of the Funds
vote to replace the current fundamental policy of the Funds concerning
diversification with a comparable fundamental policy as follows:
Each of the Funds (except the Fifth Third Select Stock Fund and the
Ohio Municipal Bond Fund) may purchase securities of any issuer only
when consistent with the maintenance of its status as a diversified
company under the Investment Company Act of 1940, or the rules or
regulations thereunder, as such statute, rules or regulations may be
amended from time to time.
Should shareholders of the Funds approve the change above, the following
explanation to the policy will be added:
Under the 1940 Act, and the rules, regulations and interpretations
thereunder, a "diversified company," as to 75% of its total assets, may
not purchase securities of any issuer (other than obligations of, or
guaranteed by, the U.S. Government, its agencies or its
instrumentalities) if, as a result, more than 5% of the value of its
total assets would be invested in the securities of such issuer or more
than 10% of the issuer's voting securities would be held by the fund.
These changes are intended to make the policy easier to understand and to
reflect any new requirements of the Investment Company Act of 1940, and the
rules and regulations thereunder as such requirements arise.
64
REQUIRED VOTE AND BOARD OF TRUSTEES' RECOMMENDATION
Each Fund as a whole must approve this Proposal. This means that approval of
this Proposal requires the affirmative vote of the majority of votes cast by
each Fund.
The Trustees unanimously recommend that Shareholders of the Funds vote to
approve a change to a fundamental investment limitation regarding
diversification.
[Proposal 6b is not included in the Combined Prospectus/Proxy Statement or the
Proxy Statement that follows as that proposal does not relate to the
International GDP Fund or the Worldwide Fund. Shareholders of other Fifth Third
Funds will receive a separate document with that proposal.]
PROPOSAL (7)--OTHER MATTERS AND DISCRETION OF PERSONS NAMED IN THE PROXY
While the Meeting is called to act upon any other business that may properly
come before it, at the date of this proxy statement the only business which the
management intends to present or knows that others will present is the business
mentioned in the Notice of a Meeting. If any other matters lawfully come before
the Meeting, and in all procedural matters at said Meeting, it is the intention
that the enclosed proxy shall be voted in accordance with the best judgment of
the persons named as proxies, or their substitutes, present and acting at the
Meeting.
If at the time any session of the Meeting is called to order, a quorum is not
present, in person or by proxy, the persons named as proxies may vote those
proxies which have been received to adjourn the Meeting to a later date. In the
event that a quorum is present, but sufficient votes in favor of one or more of
the proposals have not been received, the persons named as proxies may propose
one or more adjournments of the Meeting to permit further solicitation of
proxies with respect to any such proposal. All such adjournments will require
the affirmative vote of a majority of the Shares present in person or by proxy
at the session of the Meeting to be adjourned. The persons named as proxies will
vote those proxies which they are entitled to vote in favor of the proposal, in
favor of such an adjournment, and will vote those proxies required to be voted
against the proposal, against any such adjournment. A vote may be taken on one
or more of the proposals in this proxy statement prior to any such adjournment
if sufficient votes for its approval have been received and it is otherwise
appropriate.
Shareholder proposals to be presented at any future meeting of Shareholders of
the Funds must be received by the Funds a reasonable time before the Funds'
solicitation of proxies for that meeting in order for such proposals to be
considered for inclusions in the proxy materials relating to that meeting.
If you do not expect to attend the Meeting, please sign your proxy card promptly
and return it in the enclosed envelope to avoid unnecessary expense and delay.
No postage is necessary. Shareholders may also vote by telephone or the
Internet.
YOUR VOTE IS IMPORTANT. YOU CAN HELP THE FUNDS AVOID THE NECESSITY AND EXPENSE
OF SENDING FOLLOW-UP LETTERS TO ENSURE A QUORUM BY PROMPTLY:
MARKING, SIGNING, DATING, AND RETURNING THE ENCLOSED PROXY. (THE ENCLOSED
ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES). SHAREHOLDER MAY
ALSO VOTE BY TELEPHONE OR THE INTERNET.
IF YOU ARE UNABLE TO ATTEND THE MEETING, PLEASE VOTE BY ONE OF THE ABOVE METHODS
SO THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT THE MEETING.
65
APPENDIX INDEX
Amended and Restated Declaration of Trust Appendix B
Amended and Restated Investment Advisory Contract Appendix C
APPENDIX B
Fifth Third Funds
FORM OF
Declaration of Trust
TABLE OF CONTENTS
Page
- ------------------------------------------------------------------------------------------------------------------------
ARTICLE I. NAMES AND DEFINITIONS 3
- ---------------------------------
Section 1. Name 3
----------------
Section 2. Definitions 3
-----------------------
ARTICLE II. PURPOSE OF TRUST 2
- -----------------------------
ARTICLE III. BENEFICIAL INTEREST 2
- ---------------------------------
Section 1. Shares of Beneficial Interest 2
-----------------------------------------
Section 2. Ownership of Shares 2
-------------------------------
Section 3. Investment in the Trust 2
-----------------------------------
Section 4. No Pre-emptive Rights 3
---------------------------------
Section 5. Establishment and Designation of Series or Class 3
------------------------------------------------------------
ARTICLE IV. THE TRUSTEES 4
- -------------------------
Section 1. Management of the Trust 4
-----------------------------------
Section 2. Election of Trustees at Meeting of Shareholders 4
-----------------------------------------------------------
Section 3. Term of Office of Trustees 5
--------------------------------------
Section 4. Termination of Service and Appointment of Trustees 5
--------------------------------------------------------------
Section 5. Number of Trustees 5
------------------------------
Section 6. Effect of Death, Resignation, etc. of a Trustee 5
-----------------------------------------------------------
Section 7. Ownership of Assets 5
-------------------------------
ARTICLE V. POWERS OF THE TRUSTEES 6
- ----------------------------------
Section 1. Powers 6
------------------
Section 2. Principal Transactions 8
----------------------------------
Section 3. Trustees and Officers as Shareholders 8
-------------------------------------------------
Section 4. Parties to Contract 8
-------------------------------
ARTICLE VI. TRUSTEES' EXPENSES AND COMPENSATION 8
- ------------------------------------------------
Section 1. Trustee Reimbursement 8
---------------------------------
Section 2. Trustee Compensation 9
--------------------------------
ARTICLE VII. INVESTMENT ADVISER, ADMINISTRATIVE SERVICES, PRINCIPAL UNDERWRITER AND TRANSFER_AGENT 9
- ---------------------------------------------------------------------------------------------------
Section 1. Investment Adviser 9
------------------------------
Section 2. Administrative Services 9
-----------------------------------
Section 3. Principal Underwriter 9
---------------------------------
Section 4. Transfer Agent 10
--------------------------
ARTICLE VIII. SHAREHOLDERS' VOTING POWERS AND MEETINGS 10
- -------------------------------------------------------
Section 1. Voting Powers 10
-------------------------
Section 2. Meetings 10
--------------------
Section 3. Quorum and Required Vote 10
------------------------------------
Section 4. Additional Provisions 11
---------------------------------
ARTICLE IX. CUSTODIAN 11
- ----------------------
67
ARTICLE X. DISTRIBUTIONS AND REDEMPTIONS 11
- -----------------------------------------
Section 1. Distributions 11
-------------------------
Section 2. Redemptions and Repurchases 11
---------------------------------------
Section 3. Net Asset Value of Shares 12
-------------------------------------
Section 4. Suspension of the Right of Redemption 12
-------------------------------------------------
Section 5. Trust's Right to Redeem Shares 12
------------------------------------------
ARTICLE XI. LIMITATION OF LIABILITY AND INDEMNIFICATION 13
- --------------------------------------------------------
Section 1. Limitation of Personal Liability and Indemnification of Shareholders 13
--------------------------------------------------------------------------------
Section 2. Limitation of Personal Liability of Trustees,Officers, Employees or Agents of the Trust 13
---------------------------------------------------------------------------------------------------
Section 3. Express Exculpatory Clauses and Instruments
-------------------------------------------------------
13
ARTICLE XII. MISCELLANEOUS 14
- ---------------------------
Section 1. Trust is not a Partnership 14
--------------------------------------
Section 2. Trustee Action Binding, Expert Advice, No Bond or Surety 14
--------------------------------------------------------------------
Section 3. Establishment of Record Dates 14
-----------------------------------------
Section 4. Termination of Trust 14
--------------------------------
Section 5. Offices of the Trust, Filing of Copies, Headings, Counterparts 15
--------------------------------------------------------------------------
Section 6. Applicable Law 15
--------------------------
Section 7. Amendments-- General 15
--------------------------------
Section 8. Amendments-- Series 16
-------------------------------
Section 9. Use of Name 16
-----------------------
68
AMENDED AND RESTATED
DECLARATION OF TRUST
FIFTH THIRD FUNDS
(formerly Fountain Square Funds)
Dated September 15, 1988___________, 2003
69
This AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
made at Boston, Massachusetts this __th day of ______, 2003 (as so amended and
restated, the "Declaration of Trust") by the Trustees hereunder and by the
holders of shares of beneficial interest issued and to be issued hereunder as
hereinafter provided, amending and restating the Declaration of Trust dated
September 15, 1988, by J. Christopher Donahue, Frank Polefrone and Byron F.
Bowman.1988 and amended November 25, 1988, May 16, 1989, March 13, 1991, June
10, 1991, June 5, 1992, March 5, 1993, March 29, 1994, December 15, 1993,
January 23, 1996, June 17, 1997, December 31, 1997, March 23, 1998, October 22,
1998, July 14, 1999, February 18, 2000, April 1, 2000, April 5, 2001, June 12,
2002 and September 18, 2002 (the "Amended Declaration of Trust").
WHEREAS, the Trustees desire to establish a trust fund for the
investment and reinvestment of funds contributed theretopursuant to Section 7 of
Article XII of the Amended Declaration of Trust the Trustees of the Trust have
determined that the Amended Declaration of Trust should be amended;
WHEREAS, the establishment and designation of those Series and Classes
identified in Section 5 of Article III of the Amended Declaration of Trust
remain effective, subject to the authority of the Trustees to modify the
designation, rights and preferences of such Series and Classes; and
WHEREAS, the shareholders have duly approved this Declaration of Trust;
NOW, THEREFORE, the Trustees of this Trust direct that this Declaration
of Trust be filed with the Secretary of State of The Commonwealth of
Massachusetts and that this Declaration of Trust shall take effect as of the
date of filing.
WIINESSETH that
WHEREAS, this Trust has been formed to carry on the business of an
investment company; and
WHEREAS, the Trustees have agreed to manage all property owning into
their hands as trustees of a Massachusetts voluntary association with
transferable shares in accordance with the provisions hereinafter set forth;
NOW, THEREFORE, the Trustees declare that all money and property
contributed to the trust fund hereunder shall be held and managed under this
Declaration of Trust IN TRUST as herein set forth below.
ARTICLE I
NAMES AND DEFINITIONS
Section 1. Name.
--------- ----
This Trust shall be known as Fifth Third Funds.
Section 2. Definitions.
--------- -----------
Wherever used herein, unless otherwise required by the context
or specifically provided:
(a) The terms "Affiliated Person,"
"Assignment," "Commission, "Interested Person," "Majority
Shareholder Vote" (the 67% or 50% requirement of Section
2(a)(42) of the 1940 Act, whichever may be applicable) and
"Principal Underwriter" shall have the meanings given them in
the 1940 Act, as amended from time to time;
(b) The "Trust" refers to Fifth Third
Funds;
(c) "Class" refers to a classthe division of
Shares established and designated underrepresenting any series
into two or more classes as provided in accordance with the
provisions of Article III, Section 1 hereof;
(d) "Series" refers to a series ofthe one or
more separate investment portfolios of the Trust into which
the assets and liabilities of the Trust may be divided and the
Shares established and designated under or in accordance with
the provisions of Article IIIthe Trust representing the
beneficial interest of
70
Shareholders in such respective portfolios;
(e) "Series Company" refers to the form of a
registered open-end investment company described in Section
18(f)(2) of the 1940 Act or in any successor statutory
provision;
(f) "Shareholder" means a record owner of
Shares of any Series or Class;
(g) The "Trustees" refer to the individual
Trustees in their capacity as Trustees hereunder of the Trust
and their successor or successors for the time being in office
as such Trustees;
(h) "Shares" means the equal proportionate
units of interest into which the beneficial interest in the
Trust shall be divided from time to time, or if more than one
Series or Class of Shares is authorized by the Trustees, the
equal proportionate units into which each Series or Class of
Shares shall be divided from time to time and includes
fractions of Shares as well as whole Shares; and
(i) The "1940 Act" refers to the Investment
Company Act of 1940, and the Rules and Regulations thereunder,
(including any exemptions granted thereunder) as amended from
time to time.
ARTICLE II
PURPOSE OF TRUST
The purpose of this Trust is to provide investors a continuous
source of managed investments by investing primarily in securities (including
options) and also in debt instruments, commodities, commodity contracts and
options thereon.
ARTICLE III
BENEFICIAL INTEREST
Section 1. Shares of Beneficial Interest.
--------- ------------------------------
The Shares of the Trust shall be issued in one or more series
as the Trustees may, without Shareholder approval, authorize. The beneficial
interest in the Trust shall at all times be divided into transferable Shares,
without par value. Subject to the provisions of Section 5 of this Article III,
each Share shall have voting rights as provided in Article VIII hereof, and
holders of the Shares of any Series shall be entitled to receive dividends, when
and as declared with respect thereto in the manner provided in Article X,
Section 1 hereof. The Trustees may, without Shareholder approval, divide the
Shares of any Series may be issued inseries into two or more Classes, as the
Trustees may authorize pursuant to Article XII, Section 8 hereofclasses. Unless
the Trustees have authorized the issuance of Shares of a Series in two or more
Classes, each Share of a Series shall represent an equal proportionate interest
in the assets and liabilities of the Series with each other Share of the same
Series, none having priority or preference over another. If the Trustees have
authorized the issuance of Shares of a Series in two or more Classes, then the
Classes may have such variations as to dividend, redemption, and voting rights,
net asset values, expenses borne by the Classes, and other matters as the
Trustees have authorized provided that each Share of a Class shall
repesentrepresent an equal proportionate interest in the assets and liabilities
of the Class with each other Share of the same Class, none having priority or
preference over another. The number of Shares authorized shall be unlimited. The
Trustees may from time to time divide or combine the Shares of any Series or
Class into a greater or lesser number without thereby changing the proportionate
beneficial interests in the Series or Class.
Section 2. Ownership of Shares.
--------- -------------------
The ownership of Shares shall be recorded in the books of the
Trust or a transfer agent which books shall be maintained separately for the
Shares of each Series or Class. The Trustees may make such rules as they
consider appropriate for the transfer of Shares and similar matters. The record
books of the Trust or any transfer agent, as the case may be, shall be
conclusive as to who are the Shareholders of each Series or Class and as to the
number of Shares of each Series or Class held from time to time by each.
Section 3. Investment in the Trust.
--------- -----------------------
The Trustees shall accept investments in the Trust from such
persons and on such terms as they may from time to time authorize. After the
date of the initial contribution of capital (which shall occur prior to the
initial public offering
71
of Shares), the number of Shares to represent the initial contribution shall be
considered as outstanding and the amount received by the Trustees on account of
the contribution shall be treated as an asset of the Trust to be allocated among
any Series or Classes in the manner described in Section 5(a) of this Article.
Subsequent to such initial contribution of capital, Shares (including Shares
which may have been redeemed or repurchased by the Trust) may be issued or sold
at a price which will net the relevant Series or Class, as the case may be,
before paying any taxes in connection with such issue or sale, not less than the
net asset value (as defined in Article X, Section 3) thereof; provided, however,
that the Trustees may in their discretion impose a sales charge upon investments
in the Trust.
Section 4. No Pre-emptive Rights.
--------- ---------------------
Shareholders shall have no pre-emptive or other right to
subscribe to any additional Shares or other securities issued by the Trust.
Section 5. Establishment and Designation of Series or Class.
--------- ------------------------------------------------
Without limiting the authority of the Trustees set forth in
Article XII, Section 8, inter alia, to establish and designate any additional
series or class or to modify the rights and preferences of any existing Series
or Class, the initial series shall be, and is established and designated as,
Fountain Square U.S. Treasury Obligations Fund.
Fifth Third Government Money Market Fund;
Class A Shares;
Institutional Shares;
Fifth Third Prime Money Market Fund;
Class A Shares;
Class B Shares;
Institutional Shares;
Advisor Shares;
Fifth Third Municipal Money Market Fund;
Class A Shares;
Institutional Shares;
Select Shares;
Preferred Shares;
Trust Shares;
Fifth Third Quality Growth Fund;
Class A Shares;
Class B Shares;
Class C Shares;
Institutional Shares;
Advisor Shares;
Fifth Third Disciplined Large Cap Value Fund
Class A Shares;
Class B Shares;
Class C Shares;
Institutional Shares;
Fifth Third Large Cap Opportunity Fund;
Class A Shares;
Class B Shares;
Class C Shares;
Institutional Shares;
72
Fifth Third Balanced Fund;
Class A Shares;
Class B Shares;
Class C Shares;
Institutional Shares;
Advisor Shares;
Fifth Third Mid Cap Growth Fund;
Class A Shares;
Class B Shares;
Class C Shares;
Institutional Shares;
Advisor Shares;
Fifth Third International Equity Fund;
Class A Shares;
Class B Shares;
Class C Shares;
Institutional Shares;
Fifth Third Technology Fund;
Class A Shares;
Class B Shares;
Class C Shares;
Institutional Shares;
Advisor Shares;
Fifth Third Intermediate Bond Fund;
Class A Shares;
Class B Shares;
Class C Shares;
Institutional Shares;
Fifth Third Bond Fund;
Class A Shares;
Class B Shares;
Class C Shares;
Institutional Shares;
Advisor Shares;
Fifth Third U.S. Government Bond Fund;
Class A Shares;
Class C Shares;
Institutional Shares;
Fifth Third Intermediate Municipal Bond Fund;
Class A Shares;
Class B Shares;
Class C Shares;
Institutional Shares;
73
Fifth Third Ohio Municipal Bond Fund;
Class A Shares;
Class B Shares;
Class C Shares;
Institutional Shares;
Fifth Third U.S. Treasury Money Market Fund;
Institutional Shares;
Select Shares;
Preferred Shares;
Trust Shares;
Fifth Third Strategic Income Fund;
Class C Shares;
Institutional Shares;
Advisor Shares;
Fifth Third Multi Cap Value Fund;
Class A Shares;
Class B Shares;
Class C Shares;
Institutional Shares;
Advisor Shares;
Fifth Third Worldwide Fund;
Class C Shares;
Institutional Shares;
Advisor Shares;
Fifth Third Micro Cap Value Fund;
Class A Shares;
Class B Shares;
Class C Shares;
Institutional Shares;
Advisor Shares;
Fifth Third Institutional Government Money Market Fund;
Class A Shares;
Class B Shares;
Class C Shares;
Institutional Shares;
Trust Shares;
Fifth Third Institutional Money Market Fund;
Institutional Shares;
Select Shares;
Preferred Shares;
Service Shares;
74
Fifth Third Michigan Municipal Money Market Fund;
Class A Shares;
Institutional Shares;
Fifth Third International GDP Fund;
Class A Shares;
Class B Shares;
Class C Shares;
Institutional Shares;
Fifth Third Small Cap Growth Fund;
Class A Shares;
Class B Shares;
Class C Shares;
Institutional Shares;
Advisor Shares;
Fifth Third Large Cap Core Fund;
Class A Shares;
Class B Shares;
Class C Shares;
Institutional Shares;
Fifth Third Equity Index Fund;
Class A Shares;
Class B Shares;
Class C Shares;
Institutional Shares;
Advisor Shares;
Select Shares;
Preferred Shares;
Trust Shares;
Fifth Third Short Term Bond Fund;
Class A Shares;
Institutional Shares;
Fifth Third Michigan Municipal Bond Fund;
Class A Shares;
Class B Shares;
Class C Shares;
Institutional Shares;
Fifth Third Municipal Bond Fund;
Class A Shares;
Class B Shares;
Class C Shares;
Institutional Shares;
Advisor Shares;
75
Fifth Third Ohio Tax Exempt Money Market Fund;
Class A Shares;
Institutional Shares;
Fifth Third LifeModel Conservative FundSM;
Institutional Shares;
Class A Shares;
Class B Shares;
Class C Shares;
Fifth Third LifeModel Moderately Conservative FundSM;
Institutional Shares;
Class A Shares;
Class B Shares;
Class C Shares;
Fifth Third LifeModel Moderate FundSM;
Institutional Shares;
Class A Shares;
Class B Shares;
Class C Shares;
Fifth Third LifeModel Moderately Aggressive FundSM;
Institutional Shares;
Class A Shares;
Class B Shares;
Class C Shares;
Fifth Third LifeModel Aggressive FundSM;
Institutional Shares;
Class A Shares;
Class B Shares;
Class C Shares;
Shares of any Series or Class established in this Section 5of
the Trust shall have the following relative rights and preferences:
(a) Assets belonging to Series or Class. All consideration received by
the Trust for the issue or sale of Shares of a particular Series or Class,
together with all assets in which such consideration is invested or reinvested,
all income, earnings, profits, and proceeds thereof from whatever source
derived, including, without limitation, any proceeds derived from the sale,
exchange or liquidation of such assets, and any funds or payments derived from
any reinvestment of such proceeds in whatever form the same may be, shall
irrevocably belong to that Series or Class for all purposes, subject only to the
rights of creditors, and shall be so recorded upon the books of account of the
Trust. Such consideration, assets, income, earnings, profits and proceeds
thereof, from whatever source derived, including, without limitation, any
proceeds derived from the sale, exchange or liquidation of such assets, and any
funds or payments derived from any reinvestment of such proceeds, in whatever
form the same may be, are herein referred to as "assets belonging to" that
Series or Class. In the event that there are any assets, income, earnings,
profits and proceeds thereof, funds or payments which are not readily
identifiable as belonging to any particular Series or Class (collectively
"General Assets"), the Trustees shall allocate such General Assets to, between
or among any one or more of the Series or Classes established and designated
from time to time in such manner and on such basis as they, in
76
their sole discretion, deem fair and equitable, and any General Assets so
allocated to a particular Series or Class shall belong to that Series or Class.
Each such allocation by the Trustees shall be conclusive and binding upon the
Shareholders of all Series or Classes for all purposes.
(b) Liabilities Belonging to Series or Class. The assets belonging to
each particular Series or Class shall be charged with the liabilities of the
Trust in respect to that Series or Class and all expenses, costs, charges and
reserves attributable to that Series or Class, and any general liabilities of
the Trust which are not readily identifiable as belonging to any particular
Series or Class shall be allocated and charged by the Trustees to and among any
one or more of the Series or Classes established and designated from time to
time in such manner and on such basis as the Trustees in their sole discretion
deem fair and equitable. The liabilities, expenses, costs, charges and reserves
so charged to a Series or Class are herein referred to as "liabilities belonging
to" that Series or Class. Each allocation of liabilities belonging to a Series
or classClass by the Trustees shall be conclusive and binding upon the
Shareholders of all Series or Classes for all purposes.
(c) Dividends, Distributions, Redemptions, Repurchases and
Indemnification. Notwithstanding any other provisions of this Declaration,
including, without limitation, Article X, no dividend or distribution
(including, without limitation, any distribution paid upon termination of the
Trust or of any Series or Class) with respect to, nor any redemption or
repurchase of the Shares of any Series or Class shall be effected by the Trust
other than from the assets belonging to such Series or Class, nor except as
specifically provided in Section 1 of Article XI hereof, shall any Shareholder
of any particular Series or Class otherwise have any right or claim against the
assets belonging to any other Series or Class except to the extent that such
Shareholder has such a right or claim hereunder as a Shareholder of such other
Series or Class.
(d) Voting. Notwithstanding any of the other provisions of this
Declaration, including, without limitation, Section 1 of Article VIII, only
Shareholders of a particular Series or Class shall be entitled to vote on any
matters affecting such Series or Class. Except with respect to matters as to
which any particular Series or Class is affected, all of the Shares of each
Series or Class shall, on matters as to which such Series or Class is entitled
to vote, vote with other Series or Classes so entitled as a single class.
Notwithstanding the foregoing, with respect to matters which would otherwise be
voted on by two or more Series or Classes as a single class, the Trustees may,
in their sole discretion, submit such matters to the Shareholders of any or all
such Series or Classes, separately.
(e) Fraction. Any fractional Share of a Series or Class shall carry
proportionately all the rights and obligations of a whole Share of that Series
or Class, including rights with respect to voting, receipt of dividends and
distributions, redemption of Shares and termination of the Trust or of any
Series or Class.
(f) Exchange Privilege. The Trustees shall have the authority to
provide that the holders of Shares of any Series or Class shall have the right
to exchange said Shares for Shares of one or more other Series or Classes in
accordance with such requirements and procedures as may be established by the
Trustees.
(g) Combination of Series or Classes. The Trustees shall have the
authority, without the approval of the Shareholders of any Series or Class,
unless otherwise required by applicable law, to combine the assets and
liabilities belonging to a single Series or Class with the assets and
liabilities of one or more other Series or Classes.
(h) Elimination of Series or Classes. At any time that there are no
Shares outstanding of any particular Series or Class previously established and
designated, the Trustees may amend this Declaration of Trust to abolish that
Series or Class and to rescind the establishment and designation thereof.
77
ARTICLE IV
THE TRUSTEES
Section 1. Management of the Trust.
--------- -----------------------
The business and affairs of the Trust shall be managed by the
Trustees, and they shall have all powers necessary and desirable to carry out
that responsibility. The Trustees who shall serve until the election of Trustees
at the Meeting of Shareholders subsequent to the initial public offering of
Shares shall be Lee A. Carter, Edward Burke Carey, J. Christopher Donahue, and
Albert E. Harris.
Section 2. Election of Trustees at Meeting of Shareholders.
--------- -----------------------------------------------
On a date fixed by the Trustees, which shall be subsequent to
the initial public offering of Shares, the Shareholders shall elect Trustees.
The number of Trustees shall be determined by the Trustees pursuant to Article
IV, Section 5.
Section 3. Term of Office of Trustees.
--------- --------------------------
The Trustees shall hold office during the lifetime of this
Trust, and until its termination as hereinafter provided; except (a) that any
Trustee may resign his office at any time by written instrument signed by him
and delivered to the other Trustees, which shall take effect upon such delivery
or upon such later date as is specified therein; (b) that any Trustee may be
removed at any time by written instrument signed by at least two-thirds of the
number of Trustees prior to such removal, specifying the date when such removal
shall become effective; (c) that any Trustee who requests in writing to be
retired or who has become mentally or physically incapacitated may be retired by
written instrument signed by a majority of the other Trustees, specifying the
date of his retirement; and (d) a Trustee may be removed at any special meeting
of Shareholders of the Trust by a vote of two-thirds of the outstanding Shares.
Section 4. Termination of Service and Appointment of
--------- -----------------------------------------
Trustees.
---------
In case of the death, resignation, retirement, removal or
mental or physical incapacity of any of the Trustees, or in case a vacancy
shall, by reason of an increase in number, or for any other reason, exist, the
remaining Trustees shall fill such vacancy by appointing such other person as
they in their discretion shall see fit. Such appointment shall be effected by
the signing of a written instrument by a majority of the Trustees in office. An
appointment of a Trustee may be made by the Trustees then in office in
anticipation of a vacancy to occur by reason of retirement, resignation or
increase in number of Trustees effective at a later date, provided that said
appointment shall become effective only at or after the effective date of said
retirement, resignation or increase in number of Trustees. As soon as any
Trustee so appointed shall have accepted this Trust, the trust estate shall vest
in the new Trustee or Trustees, together with the continuing Trustees, without
any further act or conveyance, and he shall be deemed a Trustee hereunder. Any
appointment authorized by this Section 4 is subject to the provisions of Section
16(a) of the 1940 Act.
Section 5. Number of Trustees.
--------- ------------------
The number of Trustees, not less than three (3) nor more than
twenty (20) serving hereunder at any time, shall be determined by the Trustees
themselves.
Whenever a vacancy in the Board of Trustees shall occur, until
such vacancy is filled or while any Trustee is physically or mentally
incapacitated, the other Trustees shall have all the powers hereunder and the
certificate signed by a majority of the other Trustees of such vacancy, absence
or incapacity, shall be conclusive, provided, however, that no vacancy which
reduces the number of Trustees below three (3) shall remain unfilled for a
period longer than six calendar months.
Section 6. Effect of Death, Resignation, etc. of a Trustee.
--------- -----------------------------------------------
The death, resignation, retirement, removal, or mental or
physical incapacity of the Trustees, or any one of them, shall not operate to
annul the Trust or to revoke any existing agency created pursuant to the terms
of this Declaration of Trust.
Section 7. Ownership of Assets.
--------- -------------------
The assets belonging to each Series or Class shall be held
separate and apart from any assets now or hereafter held in any capacity other
than as Trustee hereunder by the Trustees or any successor Trustee. All of the
assets belonging to each Series or Class or owned by the Trust shall at all
times be considered as vested in the Trustees. No Shareholder shall be deemed to
have a severable ownership interest in any individual asset belonging to any
Series or Class or owned by the Trust or any right of partition or possession
thereof, but each Shareholder shall have a proportionate undivided beneficial
interest in a Series or Class.
78
ARTICLE V
POWERS OF THE TRUSTEES
Section 1. Powers.
--------- ------
The Trustees in all instances shall act as principals, and are
and shall be free from the control of the Shareholders. The Trustees shall have
full power and authority to do any and all acts and to make and execute any and
all contracts and instruments that they may consider necessary or appropriate in
connection with the management of the Trust or a Series or Class. The Trustees
shall not be bound or limited by present or future laws or customs in regard to
trust investments, but shall have full authority and power to make any and all
investments which they, in their uncontrolled discretion, shall deem proper to
accomplish the purpose of this Trust. Without limiting the foregoing, the
Trustees shall have the following specific powers and authority, subject to any
applicable limitation in this Declaration of Trust or in the By-Laws of the
Trust:
(a) To buy, and invest funds in their hands in securities including,
but not limited to, common stocks, preferred stocks, bonds, debentures,
warrants and rights to purchase securities, options, certificates of
beneficial interest, money market instruments, notes or other evidences of
indebtedness issued by any corporation, trust or association, domestic or
foreign, or issued or guaranteed by the United States of America or any
agency or instrumentality thereof, by the government of any foreign
country, by any State of the United States, or by any political subdivision
or agency or instrumentality of any State or foreign country, or in "when-
issued" or "delayed-delivery" contracts for any such securities, or in any
repurchase agreement or reverse repurchase agreement, or in debt
instruments, commodities, commodity contracts and options thereon, or to
retain assets belonging to each and every Series or Class in cash, and from
time to time to change the investments of the assets belonging to each
Series or Class;
(b) To adopt By-Laws of the Trust not inconsistent with the Declaration
of Trust providing for the conduct of the business of the Trust and to
amend and repeal them to the extent that they do not reserve that right to
the Shareholders;
(c) To Elect and remove such officers of the Trust and appoint and
terminate such agents of the Trust as they consider appropriate;
(d) To appoint or otherwise engage a bank or trust company as custodian
of any assets belonging to any Series or Class subject to any conditions
set forth in this Declaration of Trust or in the By-Laws;
(e) To appoint or otherwise engage transfer agents, dividend disbursing
agents, Shareholder servicing agents, investment advisers, sub-investment
advisers, principal underwriters, administrative service agents, and such
other agents as the Trustees may from time to time appoint or otherwise
engage;
(f) To provide for the distribution of any Shares of any Series or
Class either through a principal underwriter in the manner hereinafter
provided for or by the Trust itself, or both;
(g) To set record dates in the manner hereinafter provided for;
(h) To delegate such authority as they consider desirable to a
committee or committees composed of Trustees, including without limitation,
an Executive Committee, or to any officers of the Trust and to any agent,
custodian or underwriter;
(i) To sell or exchange any or all of the assets belonging to one or
more Series or Classes, subject to the provisions of Article XII, Section
4(b) hereof;
(j) To vote or give assent, or exercise any rights of ownership, with
respect to stock or other securities or property; and to execute and
deliver powers of attorney to such person or persons as the Trustees shall
deem proper, granting to such person or persons such power and discretion
with relation to securities or property as the Trustees shall deem proper;
(k) To exercise powers and rights of subscription or otherwise which
in any manner arise out of ownership of securities;
(l) To hold any security or property in a form not indicating any
trust, whether in bearer, unregistered or other negotiable form; or either
in its own name or in the name of a custodian or a nominee or nominees,
subject in either case to proper safeguards according to the usual practice
of Massachusetts trust companies or investment companies;
(m) To consent to or participate in any plan for the reorganization,
consolidation or merger of any corporation or concern, any security of
which belongs to any Series or Class; to consent to any contract, lease,
mortgage, purchase, or sale of property by such corporation or concern, and
to pay calls or subscriptions with respect to any security which belongs to
any Series or Class;
79
(n) To engage in and to prosecute, compound, compromise, abandon, or
adjust, by arbitration, or otherwise, any actions, suits, proceedings,
disputes, claims, demands, and things relating to the Trust, and out of the
assets belonging to any Series or Class to pay, or to satisfy, any debts,
claims or expenses incurred in connection therewith, including those of
litigation, upon any evidence that the Trustees may deem sufficient (such
powers shall include without limitation any actions, suits, proceedings,
disputes, claims, demands and things relating to the Trust wherein any of
the Trustees may be named individually and the subject matter of which
arises by reason of business for or on behalf of the Trust);
(o) To make distributions of income and of capital gains to
Shareholders;
(p) To borrow money;
(q) From time to time to issue and sell the Shares of any Series or
Class either for cash or for property whenever and in such amounts as the
Trustees may deem desirable, but subject to the limitation set forth in
Section 3 of Article III.
(r) To purchase insurance of any kind, including, without limitation,
insurance on behalf of any person who is or was a Trustee, Officer,
employee or agent of the Trust, or is or was serving at the request of the
Trust as a Trustee, Director, Officer, agent or employee of another
corporation, partnership, joint venture, trust or other enterprise against
any liability asserted against him and incurred by him in any such capacity
or arising out of his status as such.
(s) To sell, exchange, lend, pledge, mortgage, hypothecate, lease, or
write options with respect to or otherwise deal in any property rights
relating to any or all of the assets belonging to any Series or Class.
The Trustees shall have all of the powers set forth in this Section 1
with respect to all assets and liabilities of each Series and Class.
Section 2. Principal Transactions.
--------- ----------------------
The Trustees shall not cause the Trust on behalf of any Series or Class
to buy any securities (other than Shares) from or sell any securities (other
than Shares) to, or lend any assets belonging to any Series or Class to any
Trustee or officer or employee of the Trust or any firm of which any such
Trustee or officer is a member acting as principal unless permitted by the 1940
Act, but the Trust may employ any such other party or any such person or firm or
company in which any such person is an interested person in any capacity not
prohibited by the 1940 Act.
Section 3. Trustees and Officers as Shareholders.
--------- -------------------------------------
Any Trustee, officer or other agent of the Trust or any Series or Class
may acquire, own and dispose of Shares of any Series or Class to the same extent
as if he were not a Trustee, officer or agent; and the Trustees may issue and
sell or cause to be issued or sold Shares of any Series or Class to and buy such
Shares from any such person or any firm or company in which he is an interested
person subject only to the general limitations herein contained as to the sale
and purchase of such Shares; and all subject to any restrictions which may be
contained in the By-Laws.
Section 4. Parties to Contract.
--------- -------------------
The Trustees may enter into any contract of the character described in
Article VII or in Article IX hereof or any other capacity not prohibited by the
1940 Act with any corporation, firm, trust or association, although one or more
of the shareholders, Trustees, officers, employees or agents of the Trust or any
Series or Class or their affiliates may be an officer, director, trustee,
shareholder or interested person of such other party to the contract, and no
such contract shall be invalidated or rendered voidable by reason of the
existence of any such relationship, nor shall any person holding such
relationship be liable merely by reason of such relationship for any loss or
expense to the Trust or any Series or Class under or by reason of said contract
or accountable for any profit realized directly or indirectly therefrom, in the
absence of actual fraud. The same person (including a firm, corporation, trust
or association) may be the other party to contracts entered into pursuant to
Article VII or Article IX or any other capacity not prohibited by the 1940 Act,
and any individual may be financially interested or otherwise an interested
person of persons who are parties to any or all of the contracts mentioned in
this Section 4.
ARTICLE VI
TRUSTEES' EXPENSES AND COMPENSATION
Section 1. Trustee Reimbursement.
--------- ---------------------
The Trustees shall be reimbursed from the assets belonging to each
particular Series or Class for all of such Trustees' expenses as such expenses
are allocated to and among any one or more of the Series or Classes pursuant to
Article III, Section 5(b), including, without limitation, expenses of organizing
the Trust or any Series or Class and continuing its or their existence; fees and
expenses of Trustees and Officers of the Trust; fees for investment advisory
services, administrative services and principal underwriting services provided
for in Article VII, Sections 1, 2 and 3; fees and expenses of preparing and
printing Registration Statements under the Securities Act of 1933 and the 1940
Act and any amendments thereto; expenses of
80
registering and qualifying the Trust and any Series or Class and the Shares of
any Series or Class under federal and state laws and regulations; expenses of
preparing, printing and distributing prospectuses and any amendments thereto
sent to shareholders, underwriters, broker-dealers and to investors who may be
considering the purchase of Shares; expenses of registering, licensing or other
authorization of the Trust or any Series or Class as a broker-dealer and of its
or their officers as agents and salesmen under federal and state laws and
regulations; interest expenses, taxes, fees and commissions of every kind;
expenses of issue (including cost of share certificates), purchases, repurchases
and redemptions of Shares, including expenses attributable to a program of
periodic issue; charges and expenses of custodians, transfer agents, dividend
disbursing agents, Shareholder servicing agents and registrars; printing and
mailing costs; auditing, accounting and legal expenses; reports to Shareholders
and governmental officers and commissions; expenses of meetings of Shareholders
and proxy solicitations therefor; insurance expenses; association membership
dues and nonrecurring items as may arise, including all losses and liabilities
by them incurred in administering the Trust and any Series or Class, including
expenses incurred in connection with litigation, proceedings and claims and the
obligations of the Trust under Article XI hereof and the By-Laws to indemnify
its Trustees, Officers, employees, shareholders and agents, and any contract
obligation to indemnify principal underwriters under Section 3 of Article VII;
and for the payment of such expenses, disbursements, losses and liabilities, the
Trustees shall have a lien on the assets belonging to each Series or Class prior
to any rights or interests of the Shareholders of any Series or Class. This
section shall not preclude the Trust from directly paying any of the
aforementioned fees and expenses.
Section 2. Trustee Compensation.
--------- --------------------
The Trustees shall be entitled to compensation from the Trust from the
assets belonging to any Series or Class for their respective services as
Trustees, to be determined from time to time by vote of the Trustees, and the
Trustees shall also determine the compensation of all Officers, consultants and
agents whom they may elect or appoint. The Trust may pay out of the assets
belonging to any Series or Class any Trustee or any corporation, firm, trust or
other entity of which a Trustee is an interested person for services rendered in
any capacity not prohibited by the 1940 Act, and such payments shall not be
deemed compensation for services as a Trustee under the first sentence of this
Section 2 of Article VI.
ARTICLE VII
INVESTMENT ADVISER, ADMINISTRATIVE SERVICES, PRINCIPAL UNDERWRITER AND
TRANSFER AGENT
Section 1. Investment Adviser.
--------- ------------------
Subject to a Majority Shareholder Vote by the relevant Series or Class,
the Trustees may in their discretion from time to time enter into an investment
advisory contract whereby the other party to such contract shall undertake to
furnish the Trustees investment advisory services for such Series or Class upon
such terms and conditions and for such compensation as the Trustees may in their
discretion determine. Subject to applicable legal requirements under the
Investment Company Act of 1940 a Majority Shareholder Vote by the relevant
Series or Class, the investment adviser may enter into a sub-investment advisory
contract to receive investment advice and/or statistical and factual information
from the sub-investment adviser for such Series or Class upon such terms and
conditions and for such compensation as the Trustees, in their discretion, may
agree. Notwithstanding any provisions of this Declaration of Trust, the Trustees
may authorize the investment adviser or sub-investment adviser or any person
furnishing administrative personnel and services as set forth in Article VII,
Section 2 (subject to such general or specific instructions as the Trustees may
from time to time adopt) to effect purchases, sales or exchanges of portfolio
securities belonging to a Series or Class on behalf of the Trustees or may
authorize any officer or Trustee to effect such purchases, sales, or exchanges
pursuant to recommendations of the investment adviser (and all without further
action by the Trustees). Any such purchases, sales and exchanges shall be deemed
to have been authorized by the Trustees. The Trustees may also authorize the
investment adviser to determine what firms shall be employed to effect
transactions in securities for the account of a Series or Class and to determine
what firms shall participate in any such transactions or shall share in
commissions or fees charged in connection with such transactions.
Section 2. Administrative Services.
--------- -----------------------
The Trustees may in their discretion from time to time contract for
administrative personnel and services whereby the other party shall agree to
provide the Trustees administrative personnel and services to operate the Trust
or a Series or Class on a daily basis, on such terms and conditions as the
Trustees may in their discretion determine. Such services may be provided by one
or more entities.
Section 3. Principal Underwriter.
--------- ---------------------
The Trustees may in their discretion from time to time enter into an
exclusive or nonexclusive contract or contracts providing for the sale of the
Shares of a Series or Class to net such Series or Class not less than the amount
provided in Article III, Section 3 hereof, whereby a Series or Class may either
agree to sell the Shares to the other party to the contract or appoint such
other party its sales agent for such shares. In either case, the contract shall
be on such terms and conditions (including indemnification of principal
underwriters allowable under applicable law and regulation) as the Trustees may
in their discretion
81
determine not inconsistent with the provisions of this Article VII; and such
contract may also provide for the repurchase or sale of Shares of a Series or
Class by such other party as principal or as agent of the Trust and may provide
that the other party may maintain a market for shares of a Series or Class.
Section 4. Transfer Agent.
--------- --------------
The Trustees may in their discretion from time to time enter into
transfer agency and shareholder services contracts whereby the other party shall
undertake to furnish a transfer agency and shareholder services. The contracts
shall be on such terms and conditions as the Trustees may in their discretion
determine not inconsistent with the provisions of this Declaration of Trust or
of the By-Laws. Such services may be provided by one or more entities.
ARTICLE VIII
SHAREHOLDERS' VOTING POWERS AND MEETINGS
Section 1. Voting Powers.
--------- -------------
Subject to the provisions set forth in Article III, Section 5(d), the
shareholders shall have power to vote, (i) for the election of Trustees as
provided in Article IV, Section 2; (ii) for the removal of Trustees as provided
in Article IV, Section 3(d); (iii) with respect to any investment adviser or
sub-investment adviser as provided in Article VII, Section 1; (iv) with respect
to the amendment of this Declaration of Trust as provided in Article XII,
Section 7; (v) to the same extent as the shareholders of a Massachusetts
business corporation as to whether or not a court action, proceeding or claim
should be brought or maintained derivatively or as a class action on behalf of
the Trust or the Shareholders; and (vi) with respect to such additional matters
relating to the Trust as may be required by law, by this Declaration of Trust,
or the By-Laws of the Trust or any regulation of the Trust or the Commission or
any State, or as the Trustees may consider desirable. Each whole Share shall be
entitled to one vote as to any matter on which it is entitled to vote, and each
fractional Share shall be entitled to a proportionate fractional vote. There
shall be no cumulative voting in the election of Trustees. Shares may be voted
in person or by proxy. Until Shares of a Series or Class are issued, the
Trustees may exercise all rights of Shareholders of such Series or Class with
respect to matters affecting such Series or Class, and may take any action with
respect to the Trust or such Series or Class required or permitted by law, this
Declaration of Trust or any By-Laws of the Trust to be taken by Shareholders.
Section 2. Meetings.
--------- --------
A Shareholders meeting shall be held as specified in Section 2 of
Article IV at the principal office of the Trust or such other place as the
Trustees may designate. Special meetings of the Shareholders may be called by
the Trustees or the Chief Executive Officer of the Trust and shall be called by
the Trustees upon the written request of Shareholders owning at least one-tenth
of the outstanding Shares of all Series and Classes entitled to vote.
Shareholders shall be entitled to at least fifteen days' notice of any meeting.
Section 3. Quorum and Required Vote.
--------- ------------------------
Except as otherwise provided by law, to constitute a quorum for the
transaction of any business at any meeting of Shareholders there must be
present, in person or by proxy, holders of more than fifty percent of the total
number of outstanding Shares of all Series and Classes entitled to vote at such
meeting. When any one or more Series or Classes is entitled to vote as a single
Series or Class, more than fifty percent of the shares of each such Series or
Class entitled to vote shall constitute a quorum at a Shareholder's meeting of
that Series or Class. If a quorum shall not be present for the purpose of any
vote that may properly come before the meeting, the Shares present in person or
by proxy and entitled to vote at such meeting on such matter may, by plurality
vote, adjourn the meeting from time to time to such place and time without
further notice than by announcement to be given at the meeting until a quorum
entitled to vote on such matter shall be present, whereupon any such matter may
be voted upon at the meeting as though held when originally convened. Subject to
any applicable requirement of law or of this Declaration of Trust or the
By-Laws, a plurality of the votes cast shall elect a Trustee, and all other
matters shall be decided by a majority of the votes cast and entitled to vote
thereon.
Section 4. Additional Provisions.
--------- ---------------------
The By-Laws may include further provisions for Shareholders' votes and
meetings and related matters.
ARTICLE IX
CUSTODIAN
The Trustees may, in their discretion, from time to time enter into
contracts providing for custodial and accounting services to the Trust or any
Series or Class. The contracts shall be on the terms and conditions as the
Trustees may in their discretion determine not inconsistent with the provisions
of this Declaration of Trust or of the By-Laws. Such services may be provided by
one or more entities, including one or more sub-custodians.
82
ARTICLE X
DISTRIBUTIONS AND REDEMPTIONS
Section 1. Distributions.
--------- -------------
(a) The Trustees may from time to time declare and pay dividends to the
Shareholders of any Series or Class, and the amount of such dividends and the
payment of them shall be wholly in the discretion of the Trustees. Such
dividends may be accrued and automatically reinvested in additional Shares
(or fractions thereof) of the relevant Series or Class or paid in cash or
additional Shares of such Series or Class, all upon such terms and conditions
as the Trustees may prescribe.
(b) The Trustees may distribute in respect of any fiscal year as
dividends and as capital gains distributions, respectively, amounts
sufficient to enable any Series or Class to qualify as a regulated investment
company to avoid any liability for federal income taxes in respect of that
year.
(c) The decision of the Trustees as to what constitutes income and what
constitutes principal shall be final, and except as specifically provided
herein the decision of the Trustees as to what expenses and charges of any
Series or Class shall be charged against principal and what against the
income shall be final. Any income not distributed in any year may be
permitted to accumulate and as long as not distributed may be invested from
time to time in the same manner as the principal funds of any Series or
Class.
(d) All dividends and distributions on Shares of a particular Series or
Class shall be distributed pro rata to the holders of that Series or Class in
proportion to the number of Shares of that Series or Class held by such
holders and recorded on the books of the Trust or its transfer agent at the
date and time of record established for that payment.
Section 2. Redemptions and Repurchases.
--------- ---------------------------
(a) In case any Shareholder of record of any Series or Class at any
time desires to dispose of Shares of such Series or Class recorded in his
name, he may deposit a written request (or such other form of request as the
Trustees may from time to time authorize) requesting that the Trust purchase
his Shares, together with such other instruments or authorizations to effect
the transfer as the Trustees may from time to time require, at the office of
the Transfer Agent, and the Trust shall purchase his Shares out of assets
belonging to such Series or Class. The purchase price shall be the net asset
value of his shares reduced by any redemption charge as the Trustees from
time to time may determine.
Payment for such Shares shall be made by the Trust to the Shareholder of
record within that time period required under the 1940 Act after the request
(and, if required, such other instruments or authorizations of transfer) is
deposited, subject to the right of the Trustees to postpone the date of
payment pursuant to Section 4 of this Article X. If the redemption is
postponed beyond the date on which it would normally occur by reason of a
declaration by the Trustees suspending the right of redemption pursuant to
Section 4 of this Article X, the right of the Shareholder to have his Shares
purchased by the Trust shall be similarly suspended, and he may withdraw his
request (or such other instruments or authorizations of transfer) from
deposit if he so elects; or, if he does not so elect, the purchase price
shall be the net asset value of his Shares determined next after termination
of such suspension (reduced by any redemption charge), and payment therefor
shall be made within the time period required under the 1940 Act.
(b) The Trust may purchase Shares of a Series or Class by agreement
with the owner thereof at a purchase price not exceeding the net asset value
per Share (reduced by any redemption charge) determined (1) next after the
purchase or contract of purchase is made or (2) at some later time.
(c) The Trust may pay the purchase price (reduced by any redemption
charge) in whole or in part by a distribution in kind of securities from the
portfolio of the relevant Series or Class, taking such securities at the same
value employed in determining net asset value, and selecting the securities
in such manner as the Trustees may deem fair and equitable.
83
Section 3. Net Asset Value of Shares.
--------- -------------------------
The net asset value of each Share of a Series or Class outstanding
shall be determined at such time or times as may be determined by or on behalf
of the Trustees. The power and duty to determine net asset value may be
delegated by the Trustees from time to time to one or more of the Trustees or
Officers of the Trust, to the other party to any contract entered into pursuant
to Section 1 or 2 of Article VII or to the custodian or to a transfer agent or
other person designated by the Trustees.
The net asset value of each Share of a Series or Class as of any
particular time shall be the quotient (adjusted to the nearer cent) obtained by
dividing the value, as of such time, of the net assets belonging to such Series
or Class (i.e., the value of the assets belonging to such Series or Class less
the liabilities belonging to such Series or Class exclusive of capital and
surplus) by the total number of Shares outstanding of the Series or Class at
such time in accordance with the requirements of the 1940 Act and applicable
provisions of the By-Laws of the Trust in conformity with generally accepted
accounting practices and principles.
The Trustees may declare a suspension of the determination of net asset
value for the whole or any part of any period in accordance with the 1940 Act.
Section 4. Suspension of the Right of Redemption.
--------- -------------------------------------
The Trustees may declare a suspension of the right of redemption or
postpone the date of payment for the whole or any part of any period in
accordance with the 1940 Act.
Section 5. Trust's Right to Redeem Shares.
--------- ------------------------------
The Trust shall have the right to cause the redemption of Shares of any
Series or Class in any Shareholder's account for their then current net asset
value and promptly make payment to the shareholder (which payment may be reduced
by any applicable redemption charge), if at any time the total investment in the
account does not have a minimum dollar value determined from time to time by the
Trustees in their sole discretion.
ARTICLE XI
LIMITATION OF LIABILITY AND INDEMNIFICATION
Section 1. Limitation of Personal Liability and Indemnification of
--------- -------------------------------------------------------
Shareholders.
------------
The Trustees, officers, employees or agents of the Trust shall have no
power to bind any Shareholder of any Series or Class personally or to call upon
such Shareholder for the payment of any sum of money or assessment whatsoever,
other than such as the Shareholder may at any time agree to pay by way of
subscription to any Shares or otherwise.
No Shareholder or former Shareholder of any Series or Class shall be
liable solely by reason of his being or having been a Shareholder for any debt,
claim, action, demand, suit, proceeding, judgment, decree, liability or
obligation of any kind, against, or with respect to the Trust or any Series or
Class arising out of any action taken or omitted for or on behalf of the Trust
or such Series or Class, and the Trust or such Series or Class shall be solely
liable therefor and resort shall be had solely to the property of the relevant
Series or Class of the Trust for the payment or performance thereof.
Each Shareholder or former Shareholder of any Series or Class (or their
heirs, executors, administrators or other legal representatives or, in case of a
corporate entity, its corporate or general successor) shall be entitled to be
indemnified and reimbursed by the Trust to the full extent of such liability and
the costs of any litigation or other proceedings in which such liability shall
have been determined, including, without limitation, the fees and disbursements
of counsel if, contrary to the provisions hereof, such Shareholder or former
Shareholder of such Series or Class shall be held to be personally liable. Such
indemnification and reimbursement shall come exclusively from the assets of the
relevant Series or Class.
The Trust shall, upon request by a Shareholder or former Shareholder,
assume the defense of any claim made against any Shareholder for any act or
obligation of the Trust or any Series or Class and satisfy any judgment thereon.
Section 2. Limitation of Personal Liability of Trustees, Officers,
--------- -------------------------------------------------------
Employees or Agents of the Trust.
---------------------------------
No Trustee, officer, employee or agent of the Trust shall have the
power to bind any other Trustee, officer, employee or agent of the Trust
personally. The Trustees, officers, employees or agents of the Trust incurring
any debts, liabilities or obligations, or in taking or omitting any other
actions for or in connection with the Trust are, and each shall be deemed to be,
acting as Trustee, officer, employee or agent of the Trust and not in his own
individual capacity.
Trustees and officers of the Trust shall be liable for their willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of the office of Trustee or officer, as the case may be,
and for nothing else.
Section 3. Express Exculpatory Clauses and Instruments.
--------- -------------------------------------------
84
The Trustees shall use every reasonable means to assure that all
persons having dealings with the Trust or any Series or Class shall be informed
that the property of the Shareholders and the Trustees, officers, employees and
agents of the Trust or any Series or Class shall not be subject to claims
against or obligations of the Trust or any other Series or Class to any extent
whatsoever. The Trustees shall cause to be inserted in any written agreement,
undertaking or obligation made or issued on behalf of the Trust or any Series or
Class (including certificates for Shares of any Series or Class) an appropriate
reference to the provisions of this Declaration, providing that neither the
Shareholders, the Trustees, the officers, the employees nor any agent of the
Trust or any Series or Class shall be liable thereunder, and that the other
parties to such instrument shall look solely to the assets belonging to the
relevant Series or Class for the payment of any claim thereunder or for the
performance thereof; but the omission of such provisions from any such
instrument shall not render any Shareholder, Trustee, officer, employee or agent
liable, nor shall the Trustee, or any officer, agent or employee of the Trust or
any Series or Class be liable to anyone for such omission. If, notwithstanding
this provision, any Shareholder, Trustee, officer, employee or agent shall be
held liable to any other person by reason of the omission of such provision from
any such agreement, undertaking or obligation, the Shareholder, Trustee,
officer, employee or agent shall be indemnified and reimbursed by the Trust.
ARTICLE XII
MISCELLANEOUS
Section 1. Trust is not a Partnership.
--------- --------------------------
It is hereby expressly declared that a trust and not a partnership is
created hereby.
Section 2. Trustee Action Binding, Expert Advice, No Bond or Surety.
--------- --------------------------------------------------------
The exercise by the Trustees of their powers and discretions hereunder
shall be binding upon everyone interested. Subject to the provisions of Article
XI, the Trustees shall not be liable for errors of judgment or mistakes of fact
or law. The Trustees may take advice of counsel or other experts with respect to
the meaning and operation of this Declaration of Trust, and subject to the
provisions of Article XI, shall be under no liability for any act or omission in
accordance with such advice or for failing to follow such advice. The Trustees
shall not be required to give any bond as such, nor any surety if a bond is
required.
Section 3. Establishment of Record Dates.
--------- -----------------------------
The Trustees may close the Share transfer books of the Trust maintained
with respect to any Series or Class for a period not exceeding sixty (60) days
preceding the date of any meeting of Shareholders of the Trust or any Series or
Class, or the date for the payment of any dividend or the making of any
distribution to Shareholders, or the date for the allotment of rights, or the
date when any change or conversion or exchange of Shares of any Series or Class
shall go into effect; or in lieu of closing the Share transfer books as
aforesaid, the Trustees may fix in advance a date, not exceeding sixty (60) days
preceding the date of any meeting of Shareholders of the Trust or any Series or
Class, or the date for the payment of any dividend or the making of any
distribution to Shareholders of any Series or Class, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
Shares of any Series or Class shall go into effect, or the last day on which the
consent or dissent of Shareholders of any Series or Class may be effectively
expressed for any purpose, as a record date for the determination of the
Shareholders entitled to notice of, and, to vote at, any such meeting and any
adjournment thereof, or entitled to receive payment of any such dividend or
distribution, or to any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of shares, or to exercise the
right to give such consent or dissent, and in such case such Shareholders and
only such Shareholders as shall be Shareholders of record on the date so fixed
shall be entitled to such notice of, and to vote at, such meeting, or to receive
payment of such dividend or distribution, or to receive such allotment or
rights, or to exercise such rights, as the case may be, notwithstanding, after
such date fixed aforesaid, any transfer of any Shares on the books of the Trust
maintained with respect to any Series or Class. Nothing in the foregoing
sentence shall be construed as precluding the Trustees from setting different
record dates for different Series or Classes.
Section 4. Termination of Trust.
--------- --------------------
(a) This Trust shall continue without
limitation of time but subject to the provisions of
paragraphs (b), (c) and (d) of this Section 4.
(b) The Trustees may, by majority action, with the
approval of the holders of more than fifty percent of the
outstanding Shares of each Series or Class entitled to vote
and voting separately by Series or Class, sell and convey the
assets of the Trust or any Series or Class to another trust or
corporation. Upon making provision for the payment of all
liabilities, by assumption or otherwise, the Trustees shall
distribute the remaining proceeds belonging to each Series or
Class ratably among the holders of the Shares of that Series
or Class then outstanding.
85
(c) Subject to a Majority Shareholder Vote by such
Series or Class, the Trustees may at any time sell and convert
into money all the assets of the Trust or any Series or Class.
Upon making provision for the payment of all outstanding
obligations, taxes and other liabilities, accrued or
contingent, belonging to each Series or Class, the Trustees
shall distribute the remaining assets belonging to each Series
or Class ratably among the holders of the outstanding Shares
of that Series or Class.
(d) Upon completion of the distribution of the
remaining proceeds of the remaining assets as provided in
paragraphs (b) and (c), the Trust or the applicable Series or
Class shall terminate and the Trustees shall be discharged of
any and all further liabilities and duties hereunder or with
respect thereto and the right, title and interest of all
parties shall be canceled and discharged.
Section 5. Offices of the Trust, Filing of Copies, Headings, Counterparts.
- --------- --------------------------------------------------------------
The Trust shall maintain a usual place of business in Massachusetts,
which, initially, shall be 2 Oliver Street, c/o CT Corporate Systems, Boston,
Massachusetts, and shall continue to maintain an office at such address unless
changed by the Trustees to another location in Massachusetts. The Trust may
maintain other offices as the Trustees may from time to time determine. The
original or a copy of this instrument and of each declaration of trust
supplemental hereto shall be kept at the office of the Trust where it may be
inspected by any Shareholder. A copy of this instrument and of each supplemental
declaration of trust shall be filed by the Trustees with the Massachusetts
Secretary of State and the Boston City Clerk, as well as any other governmental
office where such filing may from time to time be required. Headings are placed
herein for convenience of reference only and in case of any conflict, the text
of this instrument, rather than the headings shall control. This instrument may
be executed in any number of counterparts each of which shall be deemed an
original.
Section 6. Applicable Law.
--------- --------------
The Trust set forth in this instrument is created under and is to be
governed by and construed and administered according to the laws of The
Commonwealth of Massachusetts. The Trust shall be of the type commonly called a
Massachusetts business trust, and without limiting the provisions hereof, the
Trust may exercise all powers which are ordinarily exercised by such a trust.
Section 7. Amendments-- General.
--------- --------------------
Prior to the initial issuance of Shares pursuant to Section 3 of
Article III, a majority of the Trustees then in office may amend or otherwise
supplement this instrument by making a Declaration of Trust supplemental hereto,
which thereafter shall form a part hereof. Subsequent to such initial issuance
of Shares, amendments or supplements to this instrument may be authorized by a
majority of the Trustees then in office and by the holders of a majority of the
Shares of all Series and classes then outstanding and entitled to vote thereon
(except that any amendments or supplements changing the name of the Trust or
pursuant to Section 8 hereunder may be made without shareholder approval), or by
any larger vote which may be required by applicable law or this Declaration of
Trust in any particular case, which amendment or supplement thereafter shall
form a part hereof. Any such amendment or supplement (which may be in the form
of a complete restatement) may be evidenced by either (i) a supplemental
Declaration of Trust signed by at least a majority of the Trustees then in
office or (ii) by a certificate of the President and Secretary of the Trust
setting forth such amendment or supplement and certifying that such amendment or
supplement has been duly authorized by the Trustees, and if required, by the
shareholders. Copies of the supplemental Declaration of Trust or the certificate
of the President and Secretary, as the case may be, shall be filed as specified
in Section 5 of this Article XII.
Section 8. Amendments-- Series.
--------- -------------------
The establishment and designation of any series or class of Shares in
addition to those established and designated in Section 5 of Article III hereof
shall be effective upon the execution by a majority of the then Trustees of an
amendment to this Declaration of Trust, taking the form of a complete
restatement or otherwise, setting forth such establishment and designation and
the relative rights and preferences of any such Series or Class, or as otherwise
provided in such instrument.
Without limiting the generality of the foregoing, the Declaration of
the Trust may be amended to:
(a) create one or more Series or Classes of Shares
(in addition to any Series or Classes already existing or
otherwise) with such rights and preferences and such
eligibility requirements for investment therein as the
Trustees shall determine and reclassify any or all outstanding
Shares as Shares of particular Series or Classes in accordance
with such eligibility requirements;
(b) combine two or more Series or Classes of Shares
into a single Series or Class on such terms and conditions as
the Trustees shall determine;
86
(c) change or eliminate any eligibility requirements
for investment in Shares of any Series or Class, including
without limitation the power to provide for the issue of
Shares of any Series or Class in connection with any merger or
consolidation of the Trust with another trust or company or
any acquisition by the Trust of part or all of the assets of
another trust or company;
(d) change the designation of any Series or Class of
Shares;
(e) change the method of allocating dividends among
the various Series and Classes of Shares;
(f) allocate any specific assets or liabilities of
the Trust or any specific items of income or expense of the
Trust to one or more Series and Classes of Shares;
(g) specifically allocate assets to any or all Series or
Classes of Shares or create one or more additional Series or Classes of Shares
which are preferred over all other Series or Classes of Shares in respect of
assets specifically allocated thereto or any dividends paid by the Trust with
respect to any net income, however determined, earned from the investment and
reinvestment of any assets so allocated or otherwise and provide for any special
voting or other rights with respect to such Series or Classes. Section 9. Use of
Name.
The Trust acknowledges that The Fifth Third Bank has reserved the right
to grant the non-exclusive use of the name "Fountain SquareFifth Third" or any
derivative thereof to any other investment company, investment company
portfolio, investment adviser, distributor, or other business enterprise, and to
withdraw from the Trust or one or more Series or Classes any right to the use of
the name "FountainFifth SquareThird".
IN WITNESS WHEREOF, the undersigned have executed this instrument the
day and year first above written.
/s/ J. Christopher Donahue /s/ Frank Polefrone
J. Christopher Donahue Frank Polefrone
- --------------------
Edward Burke Carey
/s/ Byron F. Bowman
Byron F. Bowman
- -------------------
J. Joseph Hale, Jr.
- -------------------
David J. Durham
- -------------------
John B. Jaymont
87
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APPENDIX C
FORM OF
Fifth Third Funds
INVESTMENT ADVISORY CONTRACT
This Contract is made between Fifth Third Asset Management Inc., (the
"Advisor"), and Fifth Third Funds, a Massachusetts business trust having its
principal place of business in Columbus, Ohio (the "Trust").
WHEREAS, the Trust is an open-end management investment company as that
term is defined in the Investment Company Act of 1940 and is registered as such
with the Securities and Exchange Commission; and
WHEREAS, the Advisor is engaged in the business of rendering investment
advisory and management services.
NOW, THEREFORE, the parties hereto, intending to be legally bound,
agree as follows:
1. The Trust hereby appoints Advisor as Investment Advisor for each of the
portfolios ("Funds") of the Trust on whose behalf the Trust executes an exhibit
to this Contract, and Advisor, by its execution of each such exhibit, accepts
the appointments. Subject to the direction of the Trustees of the Trust, Advisor
shall provide investment research and supervision of the investments of each of
the Funds and conduct a continuous program of investment evaluation and of
appropriate sale or other disposition and reinvestment of each Fund's assets.
2. Advisor, in its supervision of the investments of each of the Funds
will be guided by each of the Fund's fundamental investment policies and the
provisions and restrictions contained in the Declaration of Trust and By-Laws of
the Trust and as set forth in the Registration Statement and exhibits as may be
on file with the Securities and Exchange Commission.
3. The Trust shall pay or cause to be paid, on behalf of each Fund, all of
the Fund's expenses and the Fund's allocable share of Trust expenses, including
without limitation, the expenses of organizing the Trust and continuing its
existence; fees and expenses of officers and Trustees of the Trust; fees for
investment advisory services and administrative services; fees and expenses of
preparing and printing amendments to its Registration Statement under the
Securities Act of 1933 and the Investment Company Act of 1940; expenses of
registering and qualifying the Trust, the Funds and shares of the Funds
("Shares") under Federal and state laws and regulations; expenses of preparing,
printing and distributing prospectuses (and any amendments thereto) and sales
literature; expenses of registering, licensing, or other authorization of the
Trust as a broker-dealer and of its officers as agents and salesmen under
federal and state laws and regulations; interest expense, taxes, fees and
commissions of every kind; expenses of issue (including cost of Share
certificates), purchase, repurchase and redemption of Shares, including expenses
attributable to a program of periodic issue; charges and expenses of custodians,
transfer agents, dividend disbursing agents, shareholder servicing agents and
registrars; printing and mailing costs, auditing, accounting and legal expenses;
reports to shareholders and governmental officers and commissions; expenses of
meetings of Trustees and shareholders and proxy solicitations therefor;
insurance expenses; association membership dues; and such nonrecurring items as
may arise, including all losses and liabilities incurred in administering the
Trust and the Funds. The Trust will also pay each Fund's allocable share of such
extraordinary expenses as may arise, including expenses incurred in connection
with litigation, proceedings, and claims and the legal obligations of the Trust
to indemnify its officers and Trustees and agents with respect thereto.
4. The Trust, on behalf of each of the Funds shall pay to Advisor, for all
services rendered to such Fund by Advisor hereunder, the fees set forth in the
exhibits attached hereto.
5. The Advisor may from time to time and for such periods as it deems
appropriate reduce its compensation (and, if appropriate, assume expenses of one
or more of the Funds); (i) to the extent that any Fund's expenses exceed such
lower expense limitation; (ii) for any other reason, as the Advisor may, by
notice to the Fund, voluntarily declare to be effective.
6. This Contract shall begin for each Fund on the date that the Trust
executes an exhibit to this Contract relating to such Fund. This Contract shall
remain in effect for each Fund until the first meeting of Shareholders held
after the execution date of an exhibit relating to the respective Fund, and if
approved at such meeting by the shareholders of a particular Fund, shall
continue in effect for such Fund for two years from the date of its execution
and from year to year thereafter, subject to the provisions for termination and
all of the other terms and conditions hereof if: (a) such continuation shall be
specifically approved at least annually by the vote of a majority of the
Trustees of the Trust, including a majority of the Trustees who are not parties
to this Contract or interested persons of any such party (other than as Trustees
of the Trust) cast in person at a
89
meeting called for that purpose; and (b) Advisor shall not have notified the
Trust in writing at least sixty (60) days prior to the anniversary date of this
Contract in any year thereafter that it does not desire such continuation with
respect to that Fund.
7. Notwithstanding any provision in this Contract, it may be terminated at
any time with respect to any Fund, without the payment of any penalty, by the
Trustees of the Trust or by a vote of the shareholders of that Fund on sixty
(60) days' written notice to Advisor.
8. (a) This Contract may not be assigned by Advisor and shall
automatically terminate in the event of any assignment. Advisor may employ or
contract with such other person, persons, corporation or corporations at its own
cost and expense as it shall determine in order to assist it in carrying out
this Contract, provided that no delegation of advisory responsibilities shall
occur which would require approval under the Investment Company Act of 1940.
(b) Notwithstanding any provision in this Contract, with respect to the
Funds, Advisor may, consistent with the terms of the application for an
exemptive order filed with the Securities and Exchange Commission on February 5,
2003 and upon receipt of such exemptive order, employ a manager of managers
structure. This manager of managers structure permits Advisor, subject to
approval by the Board of Trustees of the Trust, to hire any Subadvisor and
materially amend any subadvisory contract without obtaining shareholder
approval.
9. In the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of obligations or duties under this Contract on the part of
Advisor, Advisor shall not be liable to the Trust or to any of the Funds or to
any shareholder for any act or omission in the course of or connected in any way
with rendering services or for any losses that may be sustained in the purchase,
holding or sale of any security.
10. (a) Subject to the conditions set forth below, the Trust agrees to
indemnify and hold harmless the Advisor and each person, if any, who controls
the Advisor within the meaning of Section 15 of the 1933 Act and Section 20 of
the Securities Exchange Act of 1934, as amended, against any and all loss,
liability, claim, damage and expense whatsoever, (including but not limited to
any and all expense whatsoever reasonably incurred in investigating, preparing
or defending against any litigation, commenced or threatened, or any claim
whatsoever) arising out of or based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement or the
Prospectus (as from time to time amended and supplemented) or the omission or
alleged omission therefrom of a material fact required to be stated therein or
necessary to make statements therein not misleading, unless such statement or
omission was made in reliance upon and conformity with written information
furnished to the Trust with respect to the Advisor by or on behalf of the
Advisor expressly for use in the Registration Statement or Prospectus, or any
amendment or supplement thereof.
If any action is brought against the Advisor or any controlling person
thereof in respect of which indemnity may be sought against the Trust pursuant
to the foregoing paragraph, the Advisor shall promptly notify the Trust in
writing of the institution of such action and the Trust shall assume the defense
of such action, including the employment of counsel selected by the Trust and
payment of expenses. The Advisor or any such controlling person thereof shall
have the right to employ separate counsel in any such case, but the fees and
expenses of such counsel shall be at the expense of the Advisor or such
controlling person unless the employment of such counsel shall have been
authorized in writing by the Trust in connection with the defense of such action
or the Trust shall not have employed counsel to have charge of the defense of
such action, in any of which events such fees and expenses shall be borne by the
Trust. Anything in this paragraph to the contrary notwithstanding, the Trust
shall not be liable for any settlement of any such claim or action effected
without its written consent. The Trust agrees promptly to notify the Advisor of
the commencement of any litigation or proceedings against the Trust or any of
its officers or Trustees or controlling persons in connection with the issue and
sale of shares or in connection with such Registration Statement or Prospectus.
(b) The Advisor agrees to indemnify and hold harmless the Trust, each of
its Trustees, each of its officers who have signed the Registration Statement
and each other person, if any, who controls the Trust within the meaning of
Section 15 of the 1933 Act, to the same extent as the foregoing indemnity from
the Trust to the Advisor but only with respect to statements or omissions, if
any, made in the Registration Statement or Prospectus or any amendment or
supplement thereof in reliance upon, and in conformity with, information
furnished to the Trust with respect to the Advisor by or on behalf of the
Advisor expressly for use in the Registration Statement or Prospectus or any
amendment or supplement thereof. In case any action shall be brought against the
Trust or any other person so indemnified based on the Registration Statement or
Prospectus, or any amendment or supplement thereof, and in respect of which
indemnity may be sought against the Advisor, the Advisor shall have the rights
and duties given to the Trust, and the Trust and each other person so
indemnified shall have the rights and duties given to the Advisor by the
provisions of subsection (a) above.
90
(c) Nothing herein contained shall be deemed to protect any person against
liability to the Trust or its shareholders to which such person would otherwise
be subject by reason of willful misfeasance, bad faith or gross negligence in
the performance of the duties of such person or by reason of the reckless
disregard by such person of the obligations and duties of such person under this
Contract.
11. This Contract may be amended at any time by agreement of the parties
provided that the amendment shall be approved both by the vote of a majority of
the Trustees of the Trust, including a majority of Trustees who are not parties
to this Contract or interested persons of any such party to this Contract (other
than as Trustees of the Trust), cast in person at a meeting called for that
purpose, and on behalf of a Fund by a majority of the outstanding voting
securities of such Fund.
12. The Advisor acknowledges that all sales literature for investment
companies (such as the Trust) are subject to strict regulatory oversight. The
Advisor agrees to submit any proposed sales literature for the Trust (or any
Fund) or for itself or its affiliates which mentions the Trust (or any Fund) to
the Trust's distributor for review and filing with the appropriate regulatory
authorities prior to the public release of any such sales literature. The Trust
agrees to cause its distributors to promptly review all such sales literature to
ensure compliance with relevant requirements, to promptly advise Advisor of any
deficiencies contained in such sales literature, to promptly file complying
sales literature with the relevant authorities, and to cause such sales
literature to be distributed to prospective investors in the Trust.
13. Advisor is hereby expressly put on notice of the limitation of
liability as set forth in Article XI of the Declaration of Trust and agrees that
the obligations pursuant to this Contract of a particular Fund and of the Trust
with respect to that particular Fund be limited solely to the assets of that
particular Fund, and Advisor shall not seek satisfaction of any such obligation
from the assets of any other Fund, the shareholders of any Fund, the Trustees,
officers, employees or agents of the Trust, or any of them.
14. This Contract shall be construed in accordance with and governed by
the laws of the Commonwealth of Pennsylvania.
15. This Contract will become binding on the parties hereto upon their
execution of the attached exhibits to this Contract.
Witness the due execution hereof this ___ day of _____________________, 2003.
Fifth Third Asset Management Inc.
By:___________________
John Schmitz
Title: President
Fifth Third Funds
By:___________________
Rodney L. Ruehle
Title: Vice President
91
AMENDED: ________________, 2003
FORM OF SCHEDULE A
TO THE
INVESTMENT ADVISORY CONTRACT
Funds: Rate:
- ------ -----
Fifth Third Government Money Market Fund 0.40 of 1%
Fifth Third Prime Money Market Fund 0.40 of 1%
Fifth Third Municipal Money Market Fund 0.50 of 1%
Fifth Third Quality Growth Fund 0.80 of 1%
Fifth Third Disciplined Large Cap Value Fund 0.80 of 1%
Fifth Third Balanced Fund 0.80 of 1%
Fifth Third Mid Cap Growth Fund 0.80 of 1%
Fifth Third International Equity Fund 1% (assets up to $1 billion)
0.85 of 1% (assets > $1 billion)
Fifth Third Technology Fund 1%
Fifth Third Intermediate Bond Fund 0.55 of 1%
Fifth Third Bond Fund 0.60 of 1%
Fifth Third U.S. Government Bond Fund 0.55 of 1%
Fifth Third Municipal Bond Fund 0.55 of 1%
Fifth Third Ohio Municipal Bond Fund 0.55 of 1%
Fifth Third U.S. Treasury Money Market Fund 0.40 of 1%
Fifth Third Strategic Income Fund 1%
Fifth Third Multi Cap Value Fund 1%
Fifth Third Worldwide Fund 1%
Fifth Third Micro Cap Value Fund 1%
Fifth Third Institutional Government Money Market Fund 0.40 of 1%
Fifth Third Institutional Money Market Fund 0.40 of 1%
Fifth Third Michigan Municipal Money Market Fund 0.40 of 1%
Fifth Third International GDP Fund 0.75 of 1%
Fifth Third Small Cap Growth Fund 0.70 of 1%
Fifth Third Equity Index Fund 0.30 of 1%
Fifth Third Large Cap Core Fund 0.70 of 1%
Fifth Third Short Term Bond Fund 0.50 of 1%
Fifth Third Michigan Municipal Bond Fund 0.45 of 1%
Fifth Third Intermediate Municipal Bond Fund 0.55 of 1%
Fifth Third Ohio Tax Exempt Money Market Fund 0.40 of 1%
Fifth Third Select Stock Fund 0.80 of 1%
Fifth Third LifeModel Conservative FundSM 0.15 of 1%
Fifth Third LifeModel Moderately Conservative FundSM 0.15 of 1%
Fifth Third LifeModel Moderate FundSM 0.15 of 1%
Fifth Third LifeModel Moderately Aggressive FundSM 0.15 of 1%
Fifth Third LifeModel Aggressive FundSM 0.15 of 1%
Fifth Third Small Cap Value Fund 0.90 of 1%
The advisory fee shall accrue daily and be paid to Advisor monthly.
Witness the due execution hereof this ___ day of _________________,
2003.
Fifth Third Funds Fifth Third Asset Management, Inc.
By: ___________________ By: ____________________
Name: Rodney L. Ruehle Name: John B. Schmitz
Title: Vice President Title: President
92
PROXY TABULATOR
P.O. BOX 9132
HINGHAM, MA 02043-9132
THREE EASY WAYS TO VOTE YOUR PROXY.
TO VOTE BY TELEPHONE
1) Read the Proxy Statement and
have this Proxy card at hand.
2) Call1-800-690-6903.
3) Enter the 14-digit number at
left and follow the simple
instructions.
TO VOTE BY INTERNET
1) Read the Proxy Statement and
have this Proxy card at hand.
2) Go to:WWW.PROXYWEB.COM
3) Enter the 14-digit number at
left and follow the simple
instructions.
TO VOTE BY MAIL
1) Read the Proxy Statement.
2) Check one of the appropriate
boxes on the reverse side.
3) Sign and date the Proxy card
4) Return the Proxy card in the
envelope provided.
IF YOU VOTE BY TELEPHONE OR INTERNET, DO NOT MAIL YOUR CARD.
**** CONTROL NUMBER: 999 999 999 999 99 ****
FIFTH THIRD FUNDS PROXY FOR A MEETING OF
FUND NAME PRINTS HERE SHAREHOLDERS ON OCTOBER 30, 2003
This proxy is solicited by the Board of Trustees of Fifth Third Funds for use at
a Meeting of Shareholders to be held on October 30, 2003 at 9:00 a.m. Eastern
Time at 3435 Stelzer Road, Columbus, Ohio 43219.
The undersigned hereby appoints C. David Bunstine and Rodney L. Ruehle, each of
them with full power of substitution as proxies of the undersigned, to vote, as
designated below, at the above-stated Meeting and at any and all adjournments
thereof, all units of beneficial interest in the Fund held of record by the
undersigned on the record date for the Meeting, upon the following matters and
upon any other matter which may come before the Meeting in their discretion. The
undersigned hereby acknowledges receipt of the Notice of a Meeting dated
September 18, 2003 and the Proxy Statement attached hereto.
Date:_______________________, 2003
*** IF VOTING BY MAIL, PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE ***
______________________________________________________
______________________________________________________
Signature(s) of Shareholder(s) (SIGN IN THE BOX)
Please date and sign exactly as the name or names appear on your shareholder
account statement. When signing as attorney, trustee, executor, administrator,
custodian, guardian or corporate officer, please give full title. If shares are
held jointly, each shareholder is requested to sign, but only one signature is
required.
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED FIFTH THIRD CW
PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL.
PLEASE DO NOT USE FINE POINT PENS.
PROPOSAL (2) Election of Trustees. (All Funds) FOR ALL FIVE WITHHOLD AUTHORITY
NOMINEES LISTED TO VOTE FOR ALL
Nominees: (01) Edward Burke Carey, (02) David J. Durham, (EXCEPT AS MARKED NOMINEES LISTED
(03) David J. Gruber, (04) J. Joseph Hale, Jr., TO THE LEFT) FOR AGAINST ABSTAIN
and (05) John E. Jaymont
To withhold authority to vote for any individual nominee,
write that nominee's name and/or number on the line below. [ ] [ ]
_________________________________________________________________________
FOR AGAINST ABSTAIN
PROPOSAL (3) Approval of the Amended and Restated Declaration of Trust. (All [ ] [ ] [ ]
Funds)
PROPOSAL (4a) Approval of a change to a fundamental investment limitation [ ] [ ] [ ]
regarding inter-fund lending. (All Funds except the Money
Market Funds)
PROPOSAL (4b) Approval of a change to a fundamental investment limitation [ ] [ ] [ ]
regarding inter-fund lending. (Money Market Funds only)
PROPOSAL (5) Approval of the Amended and Restated Investment Advisory Contract. [ ] [ ] [ ]
(All Funds except the Fifth Third Small Cap Value Fund)
PROPOSAL (6a) Approval of a change to a fundamental investment limitation [ ] [ ] [ ]
regarding diversification. (All Funds except the Ohio Municipal
Bond Fund and the Money Market Funds)
PROPOSAL (6b) Approval of a change to a fundamental investment limitation [ ] [ ] [ ]
regarding diversification. (Money Market Funds only)
PROPOSAL (7) Transaction of such other business as may properly come before the [ ] [ ] [ ]
Meeting. (All Funds)
Every properly executed proxy will be voted in the manner specified hereon and,
in the absence of specification, will be treated as granting authority to vote
FOR the above-enumerated proposals.
PLEASE SIGN AND DATE ON THE REVERSE SIDE.
FIFTH THIRD CW
PROXY TABULATOR
P.O. BOX 9132
HINGHAM, MA 02043-9132
THREE EASY WAYS TO VOTE YOUR PROXY.
TO VOTE BY TELEPHONE
1) Read the Proxy Statement and
have this Proxy card at hand.
2) Call1-800-690-6903.
3) Enter the 14-digit number at
left and follow the simple
instructions.
TO VOTE BY INTERNET
1) Read the Proxy Statement and
have this Proxy card at hand.
2) Go to:WWW.PROXYWEB.COM
3) Enter the 14-digit number at
left and follow the simple
instructions.
TO VOTE BY MAIL
1) Read the Proxy Statement.
2) Check one of the appropriate
boxes on the reverse side.
3) Sign and date the Proxy card.
4) Return the Proxy card in the
envelope provided.
IF YOU VOTE BY TELEPHONE OR INTERNET, DO NOT MAIL YOUR CARD.
**** CONTROL NUMBER: 999 999 999 999 99 ****
FIFTH THIRD FUNDS PROXY FOR A MEETING
FUND NAME PRINTS HERE OF SHAREHOLDERS ON OCTOBER 30, 2003
This proxy is solicited by the Board of Trustees of Fifth Third Funds for use at
a Meeting of Shareholders to be held on October 30, 2003 at 9:00 a.m. Eastern
Time at 3435 Stelzer Road, Columbus, Ohio 43219.
The undersigned hereby appoints C. David Bunstine and Rodney L. Ruehle, each of
them with full power of substitution as proxies of the undersigned, to vote, as
designated below, at the above-stated Meeting and at any and all adjournments
thereof, all units of beneficial interest in the Fund held of record by the
undersigned on the record date for the Meeting, upon the following matters and
upon any other matter which may come before the Meeting in their discretion. The
undersigned hereby acknowledges receipt of the Notice of a Meeting dated
September 18, 2003 and the Proxy Statement attached hereto.
Date:_______________________, 2003
*** IF VOTING BY MAIL, PLEASE MARK, SIGN, DATE AND RETURN
THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE ***
__________________________________________________
__________________________________________________
Signature(s) of Shareholder(s) (SIGN IN THE BOX)
Please date and sign exactly as the name or names appear on your shareholder
account statement. When signing as attorney, trustee, executor, administrator,
custodian, guardian or corporate officer, please give full title. If shares are
held jointly, each shareholder is requested to sign, but only one signature is
required.
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
FIFTH THIRD MERGER
PLEASE FILL IN BOX(ES) AS SHOWN USING
BLACK OR BLUE INK OR NUMBER 2 PENCIL.
PLEASE DO NOT USE FINE POINT PENS.
FOR AGAINST ABSTAIN
PROPOSAL (1) Approval of the Plan of Reorganization. [ ] [ ] [ ]
PROPOSAL (2) Election of Trustees.
Nominees: (01) Edward Burke Carey, (02) David J. Durham, FOR ALL FIVE
(03) David J. Gruber, (04) J. Joseph Hale, Jr., NOMINEES LISTED WITHHOLD AUTHORITY
and (05) John E. Jaymont (EXCEPT AS MARKED TO VOTE FOR ALL
TO THE LEFT) NOMINEES LISTED
To withhold authority to vote for any individual nominee,
write that nominee's name and/or number on the line below. [ ] [ ]
__________________________________________________________ FOR AGAINST ABSTAIN
PROPOSAL (3) Approval of the Amended and Restated Declaration [ ] [ ] [ ]
of Trust.
PROPOSAL (4a) Approval of a change to a fundamental investment [ ] [ ] [ ]
limitation regarding inter-fund lending.
PROPOSAL (5) Approval of the Amended and Restated Investment [ ] [ ] [ ]
Advisory Contract.
PROPOSAL (6a) Approval of a change to a fundamental investment [ ] [ ] [ ]
limitation regarding diversification.
PROPOSAL (7) Transaction of such other business as may properly [ ] [ ] [ ]
come before the Meeting.
Every properly executed proxy will be voted in the manner specified hereon and,
in the absence of specification, will be treated as granting authority to vote
FOR the above-enumerated proposals.
PLEASE SIGN AND DATE ON THE REVERSE SIDE.
FIFTH THIRD MERGER
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 Fifth Third Funds dated
September 18, 2003 relating to the transfer of assets from each of the Fifth
Third International GDP Fund and the Fifth Third Worldwide Fund to the Fifth
Third International Equity Fund.
The Statement of Additional Information for the Fifth Third
International GDP Fund, Fifth Third Worldwide Fund and the Fifth Third
International Equity Fund (collectively, the "Funds") dated November 30, 2002,
as amended February 28, 2003 and the Semi-Annual Report and Annual Report for
the Funds for the periods ended January 31, 2003 and July 31, 2002,
respectively, have been filed with the Securities and Exchange Commission and
are 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 the Prospectus. A copy of the September 18,
2003 Prospectus may be obtained, without charge, by writing Fifth Third Funds,
3435 Stelzer Road, Columbus, OH 43219 or by calling 1-800-282-5706.
Unless otherwise indicated, capitalized terms used herein and not
otherwise defined have the same meanings as are given to them in the Combined
Prospectus/Proxy Statement. The audited financial statements and related
independent accountants' report for the Funds contained in the Annual Report
dated July 31, 2002 are hereby incorporated herein by reference. No other parts
of the Annual Reports are incorporated by reference herein.
The date of this Statement of Additional Information is dated September
18, 2003.
B-1
TABLE OF CONTENTS
Financial Statements of the International GDP Fund,
Worldwide Fund and International Equity Fund on a
pro forma basis as of and for
the period ended January 31, 2003 (unaudited)............................... B-3
Financial Statements of the International GDP Fund,
Worldwide Fund and International Equity Fund on a
pro forma basis as of and for
the period ended January 31, 2002
B-2
FIFTH THIRD WORLDWIDE FUND
FIFTH THIRD INTERNATIONAL EQUITY FUND
FIFTH THIRD INTERNATIONAL GDP FUND
PRO FORMA COMBINING SCHEDULE OF PORTFOLIO INVESTMENTS
AS OF 01/31/02
(UNAUDITED)
(AMOUNTS IN THOUSANDS EXCEPT SHARE AMOUNTS)
FIFTH FIFTH
FIFTH FIFTH THIRD THIRD
FIFTH THIRD FIFTH THIRD THIRD INTER- INTER- PRO
THIRD INTERNATIONAL INTERNATIONAL PRO FORMA WORLDWIDE NATIONAL NATIONAL FORMA
WORLDWIDE FUND EQUITY FUND GDP FUND COMBINED FUND EQUITY FUND GDP FUND COMBINED
PRINCIPAL PRINCIPAL PRINCIPAL PRINCIPAL SECURITY MARKET MARKET MARKET MARKET
AMOUNT/SHARES AMOUNT/SHARES AMOUNT/SHARES AMOUNT/SHARES DESCRIPTION VALUE VALUE VALUE VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
FOREIGN STOCKS
AUSTRALIA
- 20,795 37,493 58,288 Amcor, Ltd. - 101 182 283
- 7,933 - 7,933 AMP Diversified Property Trust - 12 - 12
- 17,191 58,900 76,091 AMP, Ltd. - 92 317 409
- 2,104 - 2,104 Ansell, Ltd. * - 9 - 9
- 10,790 59,900 70,690 Australia & New Zealand
Banking Group, Ltd. - 109 605 714
- 13,144 - 13,144 Australian Gas & Light Co. - 82 - 82
- 89,827 147,902 237,729 BHP, Ltd. - 470 773 1,243
- 17,557 - 17,557 Boral, Ltd. - 44 - 44
- 18,245 57,404 75,649 Brambles Industries, Ltd. - 49 154 203
- 13,677 45,262 58,939 Coca-Cola Amatil, Ltd. - 46 152 198
- 22,607 - 22,607 Coles Myer, Ltd. - 83 - 83
- 20,246 49,925 70,171 Commonwealth Bank of Australia - 308 758 1,066
- 2,139 13,100 15,239 CSL, Ltd. - 22 136 158
- 26,319 41,218 67,537 CSR, Ltd. - 96 150 246
- 38,418 125,436 163,854 Foster's Brewing Group, Ltd. - 97 318 415
- 34,812 117,125 151,937 General Property Trust - 59 200 259
- 25,322 - 25,322 Goodman Fielder, Ltd. - 26 - 26
- - 86,500 86,500 Insurance Australia Group - - 137 137
- 11,488 - 11,488 James Hardie Industries NV - 44 - 44
- 5,524 - 5,524 Leighton Holdings, Ltd. - 33 - 33
- 11,299 17,172 28,471 Lend Lease Corp., Ltd. - 60 91 151
- 58,588 - 58,588 M.I.M Holdings, Ltd. - 53 - 53
- - 15,500 15,500 Macquarie Bank, Ltd. - - 237 237
- - 112,200 112,200 Macquarie Infrastructure Group - - 210 210
- 13,964 - 13,964 Mayne Nickless, Ltd. - 26 - 26
- 28,629 61,614 90,243 National Australia Bank, Ltd. - 533 1,146 1,679
- 7,266 - 7,266 Newcrest Mining, Ltd. * - 28 - 28
- 29,052 - 29,052 Newmont Mining Corp. - 85 - 85
- 30,461 71,453 101,914 News Corp., Ltd. - 202 473 675
- 6,088 - 6,088 Onesteel, Ltd. - 7 - 7
- 11,235 - 11,235 Orica, Ltd. - 67 - 67
- 12,770 - 12,770 Paperlinx, Ltd. - 39 - 39
- 7,942 34,020 41,962 QBE Insurance Group, Ltd. - 36 154 190
- 8,017 13,873 21,890 Rio Tinto, Ltd. - 150 260 410
- 7,080 - 7,080 Santos, Ltd. - 25 - 25
- 12,928 - 12,928 Southcorp Holdings, Ltd. - 33 - 33
- 7,008 31,280 38,288 Stockland Trust Group - 20 91 111
- 6,400 28,100 34,500 Suncorp Metway, Ltd. - 40 177 217
- 6,588 31,137 37,725 TABCORP Holdings, Ltd. - 39 183 222
- 97,108 96,000 193,108 Telstra Corp., Ltd. - 256 253 509
- 4,068 21,500 25,568 Westfarmers, Ltd. - 67 355 422
- - 22,300 22,300 Westfield Holdings, Ltd. - - 182 182
- 31,375 - 31,375 Westfield Trust - 65 - 65
- 32,900 82,739 115,639 Westpac - 273 686 959
- 28,144 68,271 96,415 WMC Resources, Ltd. * - 66 159 225
- 28,144 68,271 96,415 WMC, Ltd. - 78 188 266
- - 38,300 38,300 Woodside Petroleum, Ltd. - - 262 262
- 23,762 64,131 87,893 Woolworths, Ltd. - 166 449 615
--------------------------------------------
- 4,196 9,438 13,634
AUSTRIA
- 326 - 326 Boehler-Uddeholm AG - 16 - 16
- 1,595 1,200 2,795 Erste Bank Der
Oesterreichischen
Sparkassen AG - 107 80 187
- 622 - 622 Flughafen Wein AG - 22 - 22
- 284 900 1,184 Mayr-Melnhof Karton AG - 23 72 95
- 1,053 - 1,053 Oesterreichische
Elektrizitaetswirtschafts AG - 92 - 92
- 800 940 1,740 OMV AG - 82 97 179
- 1,062 - 1,062 RHI AG * - 10 - 10
- 11,852 8,400 20,252 Telekom Austria AG * - 122 86 208
- 533 - 533 VA Technologie AG - 8 - 8
- 1,056 - 1,056 Voest-Alpine Stahl AG - 27 - 27
- 1,935 - 1,935 Wienerberger Baust - 32 - 32
--------------------------------------------
- 541 335 876
BELGIUM
- - 4,300 4,300 Agfa Gevaert NV - - 101 101
- - 4,700 4,700 Delhaize-Le Lion SA - - 84 84
- 20,140 25,800 45,940 Dexia - 231 296 527
- 105 1,300 1,405 Electrabel SA - 27 332 359
- 19,331 38,900 58,231 Fortis - 305 611 916
- - 2,900 2,900 Groupe Bruxelles Lambert SA - - 116 116
- - 6,100 6,100 Interbrew Co. - - 122 122
- 1,771 3,720 5,491 KBC Bancassurance Holding SA - 54 114 168
- 567 1,810 2,377 Solvay SA - 37 119 156
- 1,200 4,200 5,400 UCB Cap NPV Ord - 36 125 161
- 108 - 108 Union Miniere SA - 4 - 4
--------------------------------------------
- 694 2,020 2,714
DENMARK
- 500 - 500 Carlsberg AS - 20 - 20
- - 29 29 D/S 1912, Class B - - 194 194
- - 19 19 D/S Svendborg AS, Class B - - 188 188
- 1,700 3,500 5,200 Danisco AS - 56 116 172
- 18,417 32,170 50,587 Danske Bank - 299 521 820
- 4,600 7,600 12,200 Falck AS - 91 151 242
- 3,100 3,400 6,500 ISS AS * - 108 119 227
FIFTH THIRD WORLDWIDE FUND
FIFTH THIRD INTERNATIONAL EQUITY FUND
FIFTH THIRD INTERNATIONAL GDP FUND
PRO FORMA COMBINING SCHEDULE OF PORTFOLIO INVESTMENTS
AS OF 01/31/02
(UNAUDITED)
(AMOUNTS IN THOUSANDS EXCEPT SHARE AMOUNTS)
FIFTH FIFTH
FIFTH FIFTH THIRD THIRD
FIFTH THIRD FIFTH THIRD THIRD INTER- INTER- PRO
THIRD INTERNATIONAL INTERNATIONAL PRO FORMA WORLDWIDE NATIONAL NATIONAL FORMA
WORLDWIDE FUND EQUITY FUND GDP FUND COMBINED FUND EQUITY FUND GDP FUND COMBINED
PRINCIPAL PRINCIPAL PRINCIPAL PRINCIPAL SECURITY MARKET MARKET MARKET MARKET
AMOUNT/SHARES AMOUNT/SHARES AMOUNT/SHARES AMOUNT/SHARES DESCRIPTION VALUE VALUE VALUE VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
- 1,500 16,130 17,630 Novo Nordisk AS-B - 41 441 482
- 800 2,243 3,043 Novozymes AS - 15 42 57
- 600 8,700 9,300 TDC AS - 16 225 241
- 500 1,600 2,100 William Demant Holdings * - 9 30 39
--------------------------------------------
- 655 2,027 2,682
FINLAND
- 6,494 - 6,494 Fortum Oyj - 42 - 42
- 400 - 400 Instrumentarium - 16 - 16
- 4,189 - 4,189 Kesko Oyj-B Shares - 53 - 53
- 740 - 740 Kone Corporation - 24 - 24
- 5,105 - 5,105 Metso Oyj-B Shares - 52 - 52
- 26,646 208,000 234,646 Nokia Oyj - 375 2,920 3,295
- 2,515 - 2,515 Outokumpo Oyj - 22 - 22
- 1,030 - 1,030 Sampo Insurance Co. - 7 - 7
- 7,829 10,000 17,829 Stora Enso Oyj - 74 94 168
- 3,471 - 3,471 TietoEnator Oyj - 49 - 49
- 4,277 4,400 8,677 UPM-Kym'mene Oyj - 120 124 244
- 1,371 - 1,371 Wartsila Corp. Oyj-B Shares - 18 - 18
--------------------------------------------
- 852 3,138 3,990
FRANCE
- 3,904 12,050 15,954 Accor SA - 120 370 490
- 18,475 47,914 66,389 Aventis SA - 938 2,431 3,369
- 20,429 63,300 83,729 AXA SA - 250 776 1,026
- 20,456 51,210 71,666 Banque Nationale de Paris - 807 2,021 2,828
- 2,237 - 2,237 BIC - 71 - 71
- 9,414 10,960 20,374 Bouygues - 239 278 517
- 1,265 - 1,265 Cap Gemini - 34 - 34
- 12,927 33,936 46,863 Carrefour SA - 513 1,348 1,861
- 1,705 1,800 3,505 Casino Guichard-Perrachon - 106 112 218
- 5,444 14,532 19,976 Compagnie de Saint Gobain - 159 424 583
- 838 - 838 Dassault Systems SA - 19 - 19
- 754 7,000 7,754 Essilor International - 28 259 287
- - 13,900 13,900 European Aeronautic Defence
And Space Co. - - 145 145
- - 14,500 14,500 France Telecom SA - - 374 374
- 991 - 991 Gecina - 106 - 106
- 6,332 6,242 12,574 Groupe Danone - 797 785 1,582
- 273 - 273 Imerys SA - 32 - 32
- 481 - 481 Klepierre - 64 - 64
- 1,945 7,121 9,066 Lafarge SA - 121 445 566
- 2,537 8,406 10,943 Lagardere Group SCA - 103 342 445
- 1,181 3,424 4,605 L'Air Liquide SA - 148 429 577
- 13,570 19,600 33,170 L'Oreal SA - 937 1,353 2,290
- 9,503 12,800 22,303 LVMH Moet-Hennessy
Louis Vuitton - 402 541 943
- - 4,601 4,601 Michelin Class B, Registered
Shares - - 147 147
- 825 4,400 5,225 Pechiney SA-A Shares - 23 124 147
- 1,841 1,500 3,341 Pernod Ricard - 179 146 325
- - 9,872 9,872 Peugeot SA - - 412 412
- 2,549 3,185 5,734 Pinault Printemps - 192 240 432
- - 6,400 6,400 Publicis Groupe - - 132 132
- - 9,800 9,800 Renault SA - - 466 466
- 17,654 23,292 40,946 Sanofi-Synthelabo - 922 1,216 2,138
- 2,423 11,200 13,623 Schneider Electric SA - 106 489 595
- 73 - 73 Silic - 13 - 13
- 3,794 - 3,794 Societe Fonciere Lyonnaise - 118 - 118
- 7,816 17,788 25,604 Societe Generale-A - 456 1,039 1,495
- 3,753 - 3,753 Sodexho SA - 94 - 94
- 1,693 - 1,693 Sophia - 55 - 55
- 1,811 52,000 53,811 Suez SA - 35 1,018 1,053
- 135 1,676 1,811 Technip-Coflexip SA - 8 105 113
- 3,470 4,225 7,695 Thales SA - 97 118 215
- 2,300 8,000 10,300 Thomson * - 37 130 167
- 14,756 38,400 53,156 Total Fina - 1,990 5,177 7,167
- 4,150 - 4,150 Unibail Union Credit - 281 - 281
- - 3,780 3,780 Vinci - - 237 237
- 12,898 41,793 54,691 Vivendi Universal - 217 702 919
--------------------------------------------
- 10,817 24,331 35,148
GERMANY
- 250 3,400 3,650 Adidas-Salomon AG - 20 276 296
- 2,600 13,500 16,100 Allianz AG - 206 1,070 1,276
- 400 7,100 7,500 Altana AG - 17 294 311
- 9,368 55,380 64,748 BASF AG - 345 2,040 2,385
- 11,818 49,240 61,058 Bayer AG - 208 867 1,075
- - 30,653 30,653 Bayerische Vereinsbank AG - - 408 408
- 5,050 1,560 6,610 Beiersdorf AG - 537 166 703
- - 17,000 17,000 Bilfinger Berger AG - - 328 328
- - 45,000 45,000 BMW AG - - 1,304 1,304
- - 9,570 9,570 Continental AG * - - 148 148
- 4,851 32,500 37,351 DaimlerChrysler AG - 149 998 1,147
- - 39,560 39,560 Deutsche Bank AG - - 1,677 1,677
- 5,200 18,980 24,180 Deutsche Lufthansa AG * - 48 175 223
- 2,251 16,100 18,351 Deutsche Post AG - 24 175 199
- 66,000 159,100 225,100 Deutsche Telekom AG - 827 1,993 2,820
- 2,150 - 2,150 Douglas Holdings AG - 35 - 35
- 500 - 500 Epcos AG * - 6 - 6
- 2,350 3,100 5,450 Fresenius Medical Care AG - 107 141 248
FIFTH THIRD WORLDWIDE FUND
FIFTH THIRD INTERNATIONAL EQUITY FUND
FIFTH THIRD INTERNATIONAL GDP FUND
PRO FORMA COMBINING SCHEDULE OF PORTFOLIO INVESTMENTS
AS OF 01/31/02
(UNAUDITED)
(AMOUNTS IN THOUSANDS EXCEPT SHARE AMOUNTS)
FIFTH FIFTH
FIFTH FIFTH THIRD THIRD
FIFTH THIRD FIFTH THIRD THIRD INTER- INTER- PRO
THIRD INTERNATIONAL INTERNATIONAL PRO FORMA WORLDWIDE NATIONAL NATIONAL FORMA
WORLDWIDE FUND EQUITY FUND GDP FUND COMBINED FUND EQUITY FUND GDP FUND COMBINED
PRINCIPAL PRINCIPAL PRINCIPAL PRINCIPAL SECURITY MARKET MARKET MARKET MARKET
AMOUNT/SHARES AMOUNT/SHARES AMOUNT/SHARES AMOUNT/SHARES DESCRIPTION VALUE VALUE VALUE VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
- 1,850 3,200 5,050 Gehe AG - 75 131 206
- 435 - 435 Heidelberger Zement AG - 13 - 13
- 350 - 350 Henkel KGaA - 21 - 21
- 251 25,000 25,251 Infineon Technologies AG * - 2 175 177
- 5,813 - 5,813 IVG Holding AG - 48 - 48
- 1,650 - 1,650 Karstadt AG - 25 - 25
- 2,970 7,260 10,230 Linde AG - 96 235 331
- 1,780 - 1,780 MAN AG - 26 - 26
- 2,535 - 2,535 Merck KGAA - 76 - 76
- 9,413 12,773 22,186 Metro AG - 192 261 453
- 1,500 7,361 8,861 Muenchener Rueckver AG - 143 702 845
- 50 980 1,030 Porsche AG - 20 390 410
- 2,151 31,750 33,901 RWE AG - 60 883 943
- 8,700 10,909 19,609 SAP AG - 811 1,016 1,827
- 4,250 22,700 26,950 Schering AG - 171 911 1,082
- 18,451 56,000 74,451 Siemens AG - 753 2,285 3,038
- 6,021 12,340 18,361 Thyssen Krupp AG - 67 137 204
- 3,830 - 3,830 TUI AG - 50 - 50
- 27,968 44,982 72,950 VEBA AG - 1,257 2,023 3,280
- 1,250 15,570 16,820 Volkswagen AG - 51 638 689
--------------------------------------------
- 6,486 21,847 28,333
GREAT BRITAIN
- 9,382 - 9,382 Arm Holdings PLC * - 7 - 7
- 62,357 69,532 131,889 AstraZeneca PLC - 2,106 2,349 4,455
- 17,616 65,341 82,957 Aviva PLC - 114 422 536
- 3,918 - 3,918 AWG PLC * - 28 - 28
- 532,848 - 532,848 AWG PLC Redeemable shares * - 1 - 1
- 31,712 - 31,712 BAA PLC - 234 - 234
- 160,262 50,000 210,262 BAE Systems PLC - 300 93 393
- 152,935 226,580 379,515 Barclays PLC - 880 1,304 2,184
- 107,982 - 107,982 BG Group PLC - 417 - 417
- 27,095 - 27,095 BHP Billiton PLC - 126 - 126
- 6,041 - 6,041 BOC Group PLC - 78 - 78
- 24,900 - 24,900 Boots Group PLC - 214 - 214
- 767,180 989,646 1,756,826 BP Amoco PLC - 4,818 6,215 11,033
- 6,052 - 6,052 BPB PLC - 24 - 24
- 46,079 - 46,079 Brambles Industries PLC - 112 - 112
- 43,380 - 43,380 British Airways PLC * - 81 - 81
- 93,611 83,700 177,311 British American Tobacco PLC - 885 791 1,676
- 31,925 - 31,925 British Sky Broadcasting
Group PLC* - 311 - 311
- 250,397 337,488 587,885 BT Group PLC - 714 962 1,676
- 11,327 - 11,327 Bunzl PLC - 64 - 64
- 81,088 52,000 133,088 Cadbury Schweppes PLC - 441 283 724
- 44,688 - 44,688 Capita Group Ord - 150 - 150
- 13,061 - 13,061 Carlton Communications PLC - 24 - 24
- - 25,000 25,000 Celltech Group PLC * - - 132 132
- 150,739 - 150,739 Centrica PLC - 383 - 383
- 15,939 - 15,939 Chelsfield PLC - 63 - 63
- 43,076 - 43,076 Chubb PLC * - 57 - 57
- 62,039 84,573 146,612 Compass Group PLC - 296 403 699
- 36,920 - 36,920 Corus Group PLC * - 16 - 16
- 13,446 - 13,446 De La Rue PLC - 61 - 61
- 3,140 - 3,140 Derwent Valley Holdings PLC - 26 - 26
- 143,177 126,912 270,089 Diageo PLC - 1,461 1,295 2,756
- 49,822 - 49,822 Dixons Group PLC - 85 - 85
- 14,456 - 14,456 EMI Group PLC - 32 - 32
- 18,190 - 18,190 GKN PLC - 56 - 56
- 220,186 243,671 463,857 Glaxosmithkline PLC - 4,140 4,582 8,722
- 60,226 - 60,226 Granada Compass PLC - 64 - 64
- 32,003 - 32,003 Great Universal Stores PLC - 260 - 260
- 8,700 - 8,700 Hanson PLC - 37 - 37
- 107,730 - 107,730 Hays PLC - 137 - 137
- 100,303 98,610 198,913 HBOS PLC - 908 893 1,801
- 61,773 - 61,773 Hilton Group PLC - 157 - 157
- 213,980 380,264 594,244 HSBC Holdings PLC - 2,219 3,944 6,163
- 13,779 - 13,779 Imperial Chemical
Industries PLC - 45 - 45
- 32,275 - 32,275 Imperial Tobacco Group PLC - 493 - 493
- 121,876 - 121,876 Invensys PLC - 96 - 96
- 2,812 - 2,812 Johnson Matthey PLC - 35 - 35
- 12,537 - 12,537 Kelda Group PLC - 83 - 83
- 34,764 - 34,764 Kingfisher PLC - 110 - 110
- 50,751 - 50,751 Legal & General Group PLC - 63 - 63
- 124,849 155,906 280,755 Lloyds TSB Group PLC - 778 971 1,749
- 8,521 - 8,521 Logica PLC - 17 - 17
- 66,597 - 66,597 Marks & Spencer PLC - 326 - 326
- 15,550 - 15,550 Misys PLC - 45 - 45
- 200,489 70,000 270,489 National Grid Transco PLC - 1,308 457 1,765
- 2,181 - 2,181 Next PLC - 27 - 27
- 21,876 - 21,876 Nycomed Amersham PLC - 169 - 169
- 20,798 - 20,798 P & O Princess Cruises PLC - 134 - 134
- 12,967 - 12,967 Pearson PLC - 116 - 116
- 17,232 - 17,232 Peninsular & Oriental Steam
Navigation Co. PLC - 46 - 46
- 2,498 - 2,498 Pillar Property PLC - 15 - 15
- 15,587 84,733 100,320 Prudential Corp. PLC - 98 530 628
- 26,298 - 26,298 Reckitt Benckiser PLC - 456 - 456
FIFTH THIRD WORLDWIDE FUND
FIFTH THIRD INTERNATIONAL EQUITY FUND
FIFTH THIRD INTERNATIONAL GDP FUND
PRO FORMA COMBINING SCHEDULE OF PORTFOLIO INVESTMENTS
AS OF 01/31/02
(UNAUDITED)
(AMOUNTS IN THOUSANDS EXCEPT SHARE AMOUNTS)
FIFTH FIFTH
FIFTH FIFTH THIRD THIRD
FIFTH THIRD FIFTH THIRD THIRD INTER- INTER- PRO
THIRD INTERNATIONAL INTERNATIONAL PRO FORMA WORLDWIDE NATIONAL NATIONAL FORMA
WORLDWIDE FUND EQUITY FUND GDP FUND COMBINED FUND EQUITY FUND GDP FUND COMBINED
PRINCIPAL PRINCIPAL PRINCIPAL PRINCIPAL SECURITY MARKET MARKET MARKET MARKET
AMOUNT/SHARES AMOUNT/SHARES AMOUNT/SHARES AMOUNT/SHARES DESCRIPTION VALUE VALUE VALUE VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
- 22,676 - 22,676 Reed International PLC - 176 - 176
- 124,565 - 124,565 Rentokil Initial PLC - 403 - 403
- 26,157 - 26,157 Reuters Holding PLC - 75 - 75
- 5,511 - 5,511 Rexam PLC - 33 - 33
- 12,325 40,200 52,525 Rio Tinto PLC - 225 735 960
- 3,428 - 3,428 RMC Group PLC - 21 - 21
- 75,649 - 75,649 Rolls-Royce PLC - 122 - 122
- 11,237 - 11,237 Royal & Sun Alliance Insurance
Group PLC - 18 - 18
- 62,887 136,877 199,764 Royal Bank of Scotland
Group PLC - 1,384 3,013 4,397
- 28,574 - 28,574 Sage Group PLC - 55 - 55
- 59,378 - 59,378 Sainsbury PLC - 230 - 230
- 92,607 - 92,607 Scot Power PLC - 511 - 511
- 6,139 - 6,139 Scottish & Newcastle PLC - 41 - 41
- 105,915 - 105,915 Scottish & Southern Energy PLC - 1,057 - 1,057
- 29,979 - 29,979 Serco Group PLC - 70 - 70
- 11,091 - 11,091 Severn Trent PLC - 125 - 125
- 164,504 402,000 566,504 Shell Transportation & Trading
Co. PLC - 998 2,438 3,436
- 32,593 - 32,593 Six Continents PLC - 277 - 277
- 12,995 - 12,995 Smith & Nephew PLC - 74 - 74
- 463 - 463 SSL International PLC - 2 - 2
- 8,972 - 8,972 Tate & Lyle PLC - 42 - 42
- 191,132 357,443 548,575 Tesco PLC - 520 972 1,492
- 120,583 117,410 237,993 Unilever PLC - 1,048 1,021 2,069
- 1,734,940 2,945,000 4,679,940 Vodaphone Airtouch PLC - 3,108 5,276 8,384
- 16,228 - 16,228 WPP Group PLC - 114 - 114
--------------------------------------------
- 37,776 39,081 76,857
GREECE
- 555 4,000 4,555 Alpha Bank A.E. - 7 48 55
- 921 - 921 Eurobank - 11 - 11
- - 7,100 7,100 Hellenic Bottling Co., SA - - 97 97
- - 6,900 6,900 Hellenic Petroleum SA - - 39 39
- - 18,900 18,900 Hellenic Telecommunication
Organization - - 228 228
- 1,231 8,000 9,231 National Bank of Greece SA - 16 106 122
- - 1,300 1,300 Papastratos Cigarette Co. - - 24 24
- 400 - 400 Titan Cement Co. - 15 - 15
--------------------------------------------
- 49 542 591
HONG KONG
- - 70,000 70,000 ASM Pacific Technology, Ltd. - - 144 144
- 47,275 - 47,275 Bank of East Asia, Ltd. - 88 - 88
- 35,000 - 35,000 Cathay Pacific Airways, Ltd. - 52 - 52
- 52,000 67,000 119,000 Cheung Kong Holdings, Ltd. - 339 438 777
- 58,600 80,580 139,180 CLP Holdings, Ltd. - 236 324 560
- 17,000 120,000 137,000 Esprit Asia Holdings, Ltd. - 32 227 259
- 40,000 - 40,000 Hang Lung Properties, Ltd. - 38 - 38
- 26,200 34,000 60,200 Hang Seng Bank, Ltd. - 279 362 641
- 21,000 - 21,000 Henderson Land Development,
Ltd. - 60 - 60
- 121,648 164,700 286,348 Hong Kong & China Gas Co.,
Ltd. - 153 207 360
- 47,000 62,000 109,000 Hong Kong Electric Holdings,
Ltd. - 177 234 411
- 36,000 - 36,000 Hong Kong Exchanges &
Clearing, Ltd. - 43 - 43
- 68,100 94,900 163,000 Hutchison Whampoa, Ltd. - 427 597 1,024
- 51,000 170,000 221,000 Johnson Electric Holdings,
Ltd. - 59 195 254
- 53,000 - 53,000 Li & Fung, Ltd. - 51 - 51
- 44,616 - 44,616 MTR Corp. - 48 - 48
- 49,909 - 49,909 New World Development Co.,
Ltd. - 24 - 24
- 63,047 - 63,047 PCCW, Ltd. * - 51 - 51
- 551 - 551 Sino Land Company, Ltd. - -# - -
- 46,000 59,136 105,136 Sun Hung Kai Properties, Ltd. - 265 340 605
- 32,500 28,000 60,500 Swire Pacific, Ltd. - 135 116 251
- 14,000 - 14,000 Television Broadcasts, Ltd. - 43 - 43
- 42,600 100,000 142,600 Wharf Holdings, Ltd. - 86 202 288
--------------------------------------------
- 2,686 3,386 6,072
INDONESIA
- 19,000 - 19,000 Mulia Industrindo Tbk * - -# - -
--------------------------------------------
- -# - -
IRELAND
- 27,209 39,779 66,988 Allied Irish Banks PLC - 374 546 920
- 28,021 38,000 66,021 Bank of Ireland - 286 387 673
- 9,132 28,419 37,551 CRH PLC - 115 359 474
- - 3,300 3,300 DCC PLC - - 36 36
- 3,284 10,827 14,111 Irish Life & Permanent PLC - 36 119 155
- 2,505 5,200 7,705 Kerry Group PLC - A - 32 67 99
- - 15,200 15,200 Ryanair Holdings PLC * - - 109 109
--------------------------------------------
- 843 1,623 2,466
ITALY
- 16,860 - 16,860 Aedes SpA - 58 - 58
- 7,346 42,600 49,946 Alleanza Assicurazioni SpA - 56 322 378
- 15,571 72,263 87,834 Assicurazioni Generali - 329 1,527 1,856
- 3,566 - 3,566 Autogrill SpA * - 29 - 29
- - 58,700 58,700 Autostrade SpA - - 586 586
- 7,634 93,580 101,214 Banca Monte dei Paschi
di Seina SpA - 17 211 228
- 10,639 203,000 213,639 Banca Nazionale del
Lavoro SpA * - 13 246 259
- 1,907 - 1,907 Banca Popolare di Milano * - 7 - 7
- 2,922 - 2,922 Benetton Group SpA - 25 - 25
- 210,480 - 210,480 Beni Stabili SpA - 93 - 93
- - 139,198 139,198 Capitalia SpA - - 182 182
FIFTH THIRD WORLDWIDE FUND
FIFTH THIRD INTERNATIONAL EQUITY FUND
FIFTH THIRD INTERNATIONAL GDP FUND
PRO FORMA COMBINING SCHEDULE OF PORTFOLIO INVESTMENTS
AS OF 01/31/02
(UNAUDITED)
(AMOUNTS IN THOUSANDS EXCEPT SHARE AMOUNTS)
FIFTH FIFTH
FIFTH FIFTH THIRD THIRD
FIFTH THIRD FIFTH THIRD THIRD INTER- INTER- PRO
THIRD INTERNATIONAL INTERNATIONAL PRO FORMA WORLDWIDE NATIONAL NATIONAL FORMA
WORLDWIDE FUND EQUITY FUND GDP FUND COMBINED FUND EQUITY FUND GDP FUND COMBINED
PRINCIPAL PRINCIPAL PRINCIPAL PRINCIPAL SECURITY MARKET MARKET MARKET MARKET
AMOUNT/SHARES AMOUNT/SHARES AMOUNT/SHARES AMOUNT/SHARES DESCRIPTION VALUE VALUE VALUE VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
- 101,787 332,600 434,387 Credito Italiano - 366 1,196 1,562
- 162,801 150,350 313,151 Enel SpA - 924 854 1,778
- 79,948 210,700 290,648 ENI SpA - 1,208 3,188 4,396
- 125,554 367,199 492,753 IntesaBci SpA - 260 761 1,021
- 1,053 - 1,053 Italcementi SpA - 10 - 10
- 10,429 - 10,429 Italgas SpA - 144 - 144
- 14,821 41,800 56,621 Mediaset SpA - 102 286 388
- 10,652 23,700 34,352 Mediobanca SpA - 96 215 311
- 38,428 - 38,428 Parmalat Finanziaria SpA - 91 - 91
- 38,405 - 38,405 Pirelli SpA - 34 - 34
- 5,528 27,742 33,270 RAS SpA - 62 310 372
- 23,015 35,812 58,827 San Paolo IMI SpA - 154 239 393
- 6,546 - 6,546 Snia SpA * - 14 - 14
- 62,770 229,500 292,270 Telecom Italia - 475 1,737 2,212
- 173,111 345,400 518,511 Telecom Italia Mobile SpA - 778 1,554 2,332
- 4,917 182,500 187,417 Telecom Italia SpA-RNC - 24 893 917
--------------------------------------------
- 5,369 14,307 19,676
JAPAN
- 2,720 3,000 5,720 Acom Co., Ltd. - 83 92 175
- 1,500 5,600 7,100 Advantest - 66 247 313
- 8,800 15,000 23,800 AEON Co., Ltd. - 201 343 544
- 300 - 300 Aiful Corp. - 12 - 12
- 24,400 46,000 70,400 Ajinomoto Co., Inc. - 250 472 722
- 3,000 13,000 16,000 Alps Electric Co., Ltd. - 35 150 185
- 8,000 - 8,000 Amada Co., Ltd. - 22 - 22
- 12,000 19,000 31,000 Asahi Breweries, Ltd. - 78 123 201
- 35,800 48,000 83,800 Asahi Glass Co., Ltd. - 209 280 489
- 32,000 55,000 87,000 Asahi Kasei Corp. - 84 145 229
- 1,100 - 1,100 Asatsu, Ltd. - 19 - 19
- - 26,000 26,000 Bank of Yokohama, Ltd. - - 91 91
- 1,000 - 1,000 Banyu Pharmaceutical Co., Ltd. - 12 - 12
- 140 - 140 Bellsystem 24, Inc. - 21 - 21
- 3,400 - 3,400 Benesse Corp. - 41 - 41
- 22,000 44,000 66,000 Bridgestone Corp. - 244 488 732
- 18,400 48,000 66,400 Canon, Inc. - 643 1,677 2,320
- 12,800 - 12,800 Casio Computer Co., Ltd. - 70 - 70
- 46 66 112 Central Japan Railway Co. - 276 396 672
- 4,100 28,000 32,100 Chubu Electric Power Co., Inc. - 72 490 562
- 6,700 - 6,700 Chugai Pharmaceutical Co.,
Ltd. - 62 - 62
- 4,000 - 4,000 Citizen Watch Co., Ltd. - 18 - 18
- 2,500 5,300 7,800 Credit Saison Co., Ltd. - 42 88 130
- 1,400 - 1,400 CSK Corp. - 25 - 25
- 24,600 37,000 61,600 Dai Nippon Printing Co., Ltd. - 257 387 644
- 5,000 - 5,000 Daicel Chemical Industries,
Ltd. - 15 - 15
- 5,000 - 5,000 Daiichi Pharmaceutical Co.,
Ltd. - 67 - 67
- 4,000 7,000 11,000 Daikin Kogyo Corp. - 57 99 156
- 17,000 26,000 43,000 Dainippon Ink & Chemicals,
Inc. - 28 43 71
- 3,600 - 3,600 Daito Trust Construction Co.,
Ltd. - 69 - 69
- 17,600 - 17,600 Daiwa House Co., Ltd. - 98 - 98
- 33,000 58,000 91,000 Daiwa Securities Group, Ltd. - 156 275 431
- 11,000 - 11,000 Denki Kagaku Kogyo Kabushiki
Kaisha, Ltd. - 25 - 25
- 17,150 31,000 48,150 Denso Corp. - 264 478 742
- 7,000 - 7,000 Dowa Mining Co., Ltd. - 27 - 27
- 103 200 303 East Japan Railway Co. - 473 919 1,392
- 10,800 - 10,800 Ebara Corp. - 30 - 30
- 6,000 14,000 20,000 Eisai Co., Ltd. - 120 279 399
- 5,500 6,800 12,300 Fanuc Co., Ltd. - 232 287 519
- 600 - 600 Fuji Machine Mfg Co., Ltd. - 5 - 5
- 14,000 27,000 41,000 Fuji Photo Film Co., Ltd. - 421 813 1,234
- 800 - 800 Fuji Soft ABC, Inc. - 13 - 13
- 5 - 5 Fuji Television Network - 18 - 18
- 6,000 - 6,000 Fujikura - 16 - 16
- 2,000 10,000 12,000 Fujisawa Pharmaceutical Co. - 42 209 251
- 35,000 97,000 132,000 Fujitsu, Ltd. - 96 267 363
- 17,800 - 17,800 Furukawa Electric Co., Ltd. - 45 - 45
- 2,000 - 2,000 Hankyu Department Stores, Inc. - 10 - 10
- 700 1,000 1,700 Hirose Electric Co., Ltd. - 51 72 123
- 60,000 127,000 187,000 Hitachi, Ltd. - 250 529 779
- 17,851 36,200 54,051 Honda Motor Co., Ltd. - 594 1,204 1,798
- 2,300 6,000 8,300 Hoya Corp. - 145 379 524
- 3,000 - 3,000 Isetan Co., Ltd. - 19 - 19
- 4,000 - 4,000 Ishihara Sangyo Kaisha, Ltd. * - 4 - 4
- 20,000 - 20,000 Ishikawajima-Harima Heavy
Industries Co., Ltd. - 21 - 21
- 11,000 19,000 30,000 Ito Yokado Co., Ltd. - 294 509 803
- 32,000 82,000 114,000 Itochu Corp. - 78 200 278
- 25,000 - 25,000 Japan Airlines System Corp. * - 51 - 51
- 4,000 - 4,000 Japan Synthetic Rubber - 37 - 37
- 35 51 86 Japan Tobacco, Inc. - 221 322 543
- 11,925 22,400 34,325 JFE Holdings, Inc. * - 152 286 438
- 3,000 - 3,000 JGC Corp. - 18 - 18
- 32,400 67,000 99,400 Kajima Corp. - 67 139 206
- 7,000 15,000 22,000 Kaneka Corp. - 38 82 120
- 27,600 17,800 45,400 Kansai Electric Power Co.,
Inc. - 401 259 660
- 18,000 33,000 51,000 Kao Corp. - 367 673 1,040
- 24,000 - 24,000 Kawasaki Heavy Industries,
Ltd. * - 20 - 20
FIFTH THIRD WORLDWIDE FUND
FIFTH THIRD INTERNATIONAL EQUITY FUND
FIFTH THIRD INTERNATIONAL GDP FUND
PRO FORMA COMBINING SCHEDULE OF PORTFOLIO INVESTMENTS
AS OF 01/31/02
(UNAUDITED)
(AMOUNTS IN THOUSANDS EXCEPT SHARE AMOUNTS)
FIFTH FIFTH
FIFTH FIFTH THIRD THIRD
FIFTH THIRD FIFTH THIRD THIRD INTER- INTER- PRO
THIRD INTERNATIONAL INTERNATIONAL PRO FORMA WORLDWIDE NATIONAL NATIONAL FORMA
WORLDWIDE FUND EQUITY FUND GDP FUND COMBINED FUND EQUITY FUND GDP FUND COMBINED
PRINCIPAL PRINCIPAL PRINCIPAL PRINCIPAL SECURITY MARKET MARKET MARKET MARKET
AMOUNT/SHARES AMOUNT/SHARES AMOUNT/SHARES AMOUNT/SHARES DESCRIPTION VALUE VALUE VALUE VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
- 11,000 - 11,000 Keihin Electric Express
Railway Co., Ltd. - 49 - 49
- 4,000 - 4,000 Keio Electric Railway CO.,
Ltd. - 19 - 19
- 600 - 600 Keyence Corp. - 99 - 99
- 3,000 - 3,000 Kikkoman Corp. - 20 - 20
- 46,230 - 46,230 Kinki Nippon Railway Co., Ltd. - 93 - 93
- 34,400 43,000 77,400 Kirin Brewery Co., Ltd. - 246 307 553
- 4,000 - 4,000 Kokuyo Co., Ltd. - 31 - 31
- 30,400 67,000 97,400 Komatsu, Ltd. - 102 224 326
- 2,500 - 2,500 Konami Co., Ltd. - 53 - 53
- 5,000 - 5,000 Konica Corp. - 35 - 35
- 44,000 65,000 109,000 Kubota Corp. - 119 176 295
- 9,000 16,000 25,000 Kuraray Co., Ltd. - 50 89 139
- 2,000 - 2,000 Kurita Water Industries, Ltd. - 18 - 18
- 3,500 7,400 10,900 Kyocera Corp. - 194 410 604
- 7,200 - 7,200 Kyowa Hakko Kogyo Co., Ltd. - 30 - 30
- 2,700 17,000 19,700 Kyushu Electric Power Co.,
Inc. - 39 244 283
- 200 - 200 Mabuchi Motor Co. Ltd. - 16 - 16
- 32,800 - 32,800 Marubeni Corp. * - 33 - 33
- 9,000 26,000 35,000 Marui Co., Ltd. - 79 227 306
- 57,344 103,000 160,344 Matsushita Electric Industrial
Co., Ltd. - 547 983 1,530
- 3,000 - 3,000 Matsushita Electric Works - 17 - 17
- 6,000 - 6,000 Meiji Seika Co., Ltd. - 17 - 17
- 1,000 - 1,000 Meitec Corp. - 20 - 20
- - 75 75 Millea Holdings, Inc. * - - 533 533
- 7,000 - 7,000 Minebea Co., Ltd. - 25 - 25
- 48,000 73,000 121,000 Mitsubishi Chemical Corp. * - 93 142 235
- 34,000 75,000 109,000 Mitsubishi Corp. - 218 481 699
- 57,800 88,000 145,800 Mitsubishi Electric Corp. * - 153 233 386
- 28,000 41,000 69,000 Mitsubishi Estate Co., Ltd. - 199 291 490
- 100,000 232,000 332,000 Mitsubishi Heavy Industries,
Ltd. - 240 557 797
- 2,000 - 2,000 Mitsubishi Logistics Corp. - 9 - 9
- 13,000 - 13,000 Mitsubishi Rayon Co., Ltd. - 31 - 31
- - 114 114 Mitsubishi Tokyo Financial
Group, Inc. - - 595 595
- 34,800 73,000 107,800 Mitsui & Co., Ltd. - 171 359 530
- 13,000 - 13,000 Mitsui Chemicals Inc. - 57 - 57
- 18,400 43,000 61,400 Mitsui Fudosan Co., Ltd. - 118 276 394
- - 74,230 74,230 Mitsui Marine & Fire Insurance
Co., Ltd. - - 353 353
- 16,000 - 16,000 Mitsui Mining & Smelting Co.,
Ltd. - 37 - 37
- 31,713 - 31,713 Mitsui Trust Holding, Inc. - 55 - 55
- - 140 140 Mizuho Holdings, Inc. - - 134 134
- 4,900 10,000 14,900 Murata Manufacturing Co., Ltd. - 190 387 577
- 30,200 63,000 93,200 NEC Corp. - 108 226 334
- 30,400 52,000 82,400 New Oji Paper Co. - 138 236 374
- 11,600 16,000 27,600 NGK Insulators, Ltd. - 63 87 150
- 8,000 - 8,000 NGK Spark Plug Co., Ltd. - 49 - 49
- 600 1,000 1,600 Nidec Corp. - 34 57 91
- 9,000 - 9,000 Nikko Securities Co., Ltd. - 32 - 32
- 5,000 - 5,000 Nikon Corp. * - 37 - 37
- 3,400 4,000 7,400 Nintendo Co., Ltd. - 268 315 583
- 25,600 75,000 100,600 Nippon Express Co., Ltd. - 91 268 359
- 7,600 10,000 17,600 Nippon Meat Packers, Inc. - 73 96 169
- 9,000 - 9,000 Nippon Mining Holdings, Inc * - 12 - 12
- 49,800 101,800 151,600 Nippon Oil Co., Ltd. - 196 401 597
- 10,000 - 10,000 Nippon Sheet Glass Co., Ltd. - 18 - 18
- 175,800 314,000 489,800 Nippon Steel Corp. - 207 369 576
- 209 198 407 Nippon Telegraph and Telephone
Corp. - 701 664 1,365
- 21 43 64 Nippon Unipac Holding - 89 182 271
- 35,000 56,000 91,000 Nippon Yusen Kabushiki Kaisha - 115 184 299
- 4,000 - 4,000 Nissan Chemical Industries,
Ltd. - 15 - 15
- 60,600 150,000 210,600 Nissan Motors Co., Ltd. - 461 1,142 1,603
- 3,000 - 3,000 Nisshin Flour Milling Co.,
Ltd. - 19 - 19
- 2,000 - 2,000 Nisshinbo Industries, Inc. - 7 - 7
- 1,900 - 1,900 Nissin Food Products Co., Ltd. - 37 - 37
- 4,200 12,000 16,200 Nitto Denko Corp. - 110 314 424
- 47,000 96,000 143,000 Nomura Securities Co., Ltd. - 565 1,153 1,718
- 20,000 - 20,000 NSK, Ltd. - 55 - 55
- 11,000 - 11,000 NTN, Corp. - 40 - 40
- 22 - 22 NTT Data Corp. - 60 - 60
- 130 1,025 1,155 NTT DoCoMo, Inc. - 250 1,974 2,224
- 15,000 - 15,000 Obayashi Corp. - 33 - 33
- 8,000 - 8,000 Oki Electric Industry Co.,
Ltd. * - 14 - 14
- 4,000 - 4,000 Olympus Optical Co., Ltd. - 61 - 61
- 5,000 9,000 14,000 Omron Corp. - 72 129 201
- 5,000 - 5,000 Onward Kashiyama Co., Ltd. - 38 - 38
- 300 - 300 Oracle Corp. Japan - 8 - 8
- 2,200 - 2,200 Oriental Land Co., Ltd. - 122 - 122
- 1,840 6,000 7,840 Orix Corp. - 110 358 468
- 66,200 - 66,200 Osaka Gas Co., Ltd. - 157 - 157
- 4,801 6,000 10,801 Pioneer Electronic Corp. - 92 115 207
- 2,800 - 2,800 Promise Co., Ltd. - 88 - 88
- 13,000 - 13,000 Ricoh Co., Ltd. - 197 - 197
- 2,200 6,600 8,800 Rohm Co., Ltd. - 251 752 1,003
- 12,800 16,000 28,800 Sankyo Co., Ltd. - 175 218 393
- 700 - 700 Sanrio Co., Ltd. - 3 - 3
- 51,000 57,000 108,000 Sanyo Electric Co., Ltd. - 145 162 307
FIFTH THIRD WORLDWIDE FUND
FIFTH THIRD INTERNATIONAL EQUITY FUND
FIFTH THIRD INTERNATIONAL GDP FUND
PRO FORMA COMBINING SCHEDULE OF PORTFOLIO INVESTMENTS
AS OF 01/31/02
(UNAUDITED)
(AMOUNTS IN THOUSANDS EXCEPT SHARE AMOUNTS)
FIFTH FIFTH
FIFTH FIFTH THIRD THIRD
FIFTH THIRD FIFTH THIRD THIRD INTER- INTER- PRO
THIRD INTERNATIONAL INTERNATIONAL PRO FORMA WORLDWIDE NATIONAL NATIONAL FORMA
WORLDWIDE FUND EQUITY FUND GDP FUND COMBINED FUND EQUITY FUND GDP FUND COMBINED
PRINCIPAL PRINCIPAL PRINCIPAL PRINCIPAL SECURITY MARKET MARKET MARKET MARKET
AMOUNT/SHARES AMOUNT/SHARES AMOUNT/SHARES AMOUNT/SHARES DESCRIPTION VALUE VALUE VALUE VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
- 8,100 15,000 23,100 Secom Co., Ltd. - 236 436 672
- - 5,700 5,700 Sega Enterprises, Ltd. * - - 39 39
- 8,000 - 8,000 Sekisui Chemical Co., Ltd. - 20 - 20
- 20,600 22,000 42,600 Sekisui House, Ltd. - 148 158 306
- 6,000 21,000 27,000 Seven-Eleven Japan Co., Ltd. - 154 538 692
- 25,200 40,000 65,200 Sharp Corp. - 246 390 636
- 400 - 400 Shimamura Co., Ltd. - 22 - 22
- 3,100 - 3,100 Shimano, Inc. - 45 - 45
- 24,600 55,000 79,600 Shimizu Construction - 60 134 194
- 8,648 30,000 38,648 Shin-Etsu Chemical Co. - 283 980 1,263
- 7,000 16,000 23,000 Shionogi & Co., Ltd. - 87 199 286
- 10,800 16,000 26,800 Shisiedo Co., Ltd. - 129 191 320
- - 20,000 20,000 Shizuoka Bank, Ltd. - - 119 119
- - 41,000 41,000 Showa Denko KK * - - 53 53
- 6,000 - 6,000 Showa Shell Sekiyu KK - 39 - 39
- 5,000 - 5,000 Skylark Co., Ltd. - 58 - 58
- 1,800 3,000 4,800 SMC Corp. - 142 236 378
- 6,900 - 6,900 Softbank Corp. - 89 - 89
- 21,198 46,700 67,898 Sony Corp. - 832 1,834 2,666
- 4,000 - 4,000 Sumitomo Bakelite Co. - 17 - 17
- 37,600 69,000 106,600 Sumitomo Chemical Co., Ltd. - 143 263 406
- 22,200 43,000 65,200 Sumitomo Corp. - 104 201 305
- 15,400 52,000 67,400 Sumitomo Electric Industries - 105 353 458
- 13,600 28,000 41,600 Sumitomo Metal Mining Co.,
Ltd. - 52 106 158
- - 77 77 Sumitomo Mitsui Financial
Group * - - 236 236
- 6,000 - 6,000 Sumitomo Trust & Banking - 23 - 23
- 8,800 - 8,800 Taisho Pharmaceutical Co. - 131 - 131
- 2,000 - 2,000 Taiyo Yuden Co., Ltd. - 20 - 20
- 4,000 - 4,000 Taka Shi Maya Co., Ltd. - 17 - 17
- 3,000 - 3,000 Takara Shuzo Co., Ltd. - 14 - 14
- 19,400 55,000 74,400 Takeda Chemical Industries,
Ltd. - 738 2,092 2,830
- 3,120 5,000 8,120 Takefuji Corp. - 159 255 414
- 3,000 - 3,000 Takuma Co., Ltd. - 15 - 15
- 2,400 - 2,400 TDK Corp. - 99 - 99
- 22,400 35,000 57,400 Teijin, Ltd. - 59 93 152
- 4,000 - 4,000 Teikoku Oil Co., Ltd. - 14 - 14
- 6,200 - 6,200 Terumo Corp. - 86 - 86
- 700 - 700 THK Co, Ltd. - 8 - 8
- 651 - 651 TIS, Inc. - 10 - 10
- 26,600 - 26,600 Tobu Railway Co., Ltd. - 68 - 68
- 1,600 - 1,600 Toho Co. - 14 - 14
- 13,100 19,500 32,600 Tohoku Electric Power Co.,
Ltd. - 190 282 472
- 3,000 - 3,000 Tokyo Broadcasting System,
Inc. - 37 - 37
- 39,100 50,900 90,000 Tokyo Electric Power Co., Inc. - 730 951 1,681
- 3,100 13,000 16,100 Tokyo Electronics, Ltd. - 140 585 725
- 71,600 153,000 224,600 Tokyo Gas Co., Ltd. - 211 450 661
- 28,400 76,000 104,400 Tokyu Corp. - 95 254 349
- 3,000 - 3,000 Tonengeneral Sekiyu K.K. - 18 - 18
- 22,600 43,000 65,600 Toppan Printing Co., Ltd. - 154 293 447
- 33,100 53,000 86,100 Toray Co. - 70 113 183
- 68,000 109,000 177,000 Toshiba Corp. * - 205 329 534
- 13,000 21,000 34,000 Tosoh Corp. - 32 51 83
- 5,000 14,000 19,000 Tostem Corp. - 68 191 259
- 15,600 - 15,600 Toto, Ltd. - 63 - 63
- 5,000 - 5,000 Toyo Seikan Kaisha, Ltd. - 55 - 55
- 2,000 - 2,000 Toyobo Co., Ltd. - 3 - 3
- 1,100 - 1,100 Toyota Automatic Loom Works - 16 - 16
- 72,800 118,800 191,600 Toyota Motor Corp. - 1,733 2,829 4,562
- 200 - 200 Trans Cosmos, Inc. - 2 - 2
- 700 - 700 Trend Micro, Inc. * - 12 - 12
- 1,000 5,000 6,000 Uni-Charm Corp. - 35 177 212
- 3,000 - 3,000 UNY Co., Ltd. - 25 - 25
- 2,000 - 2,000 Wacoal Corp. - 14 - 14
- 7 - 7 West Japan Railway Co. - 23 - 23
- 1,050 - 1,050 World Co., Ltd - 17 - 17
- 2,000 - 2,000 Yakult Honsha Co., Ltd. - 25 - 25
- 3,000 - 3,000 Yamaha Corp. - 33 - 33
- 10,000 21,000 31,000 Yamanouchi Pharmaceutical Co.,
Ltd. - 260 546 806
- 7,000 19,000 26,000 Yamato Transport Co., Ltd. - 97 262 359
- 3,000 - 3,000 Yamazaki Baking Co., Ltd. - 15 - 15
- 3,000 9,000 12,000 Yokogawa Electric Corp. - 21 62 83
--------------------------------------------
- 25,820 46,476 72,296
LUXEMBORG
- 4,020 - 4,020 Arcelor * - 43 - 43
--------------------------------------------
- 43 - 43
NETHERLANDS
- 37,950 39,035 76,985 ABN AMRO Holding NV - 591 608 1,199
- 15,952 33,870 49,822 Aegon NV - 200 424 624
- 3,359 - 3,359 Akzo NV - 88 - 88
- 1,477 - 1,477 ASML Holding NV * - 11 - 11
- 6,142 - 6,142 Buhrmann NV - 23 - 23
- 4,168 - 4,168 Corio NV - 116 - 116
- 10,353 - 10,353 Elsevier NV - 114 - 114
- 2,613 - 2,613 Eurocommercial Properties NV - 54 - 54
- 4,404 - 4,404 Getronics NV * - 1 - 1
FIFTH THIRD WORLDWIDE FUND
FIFTH THIRD INTERNATIONAL EQUITY FUND
FIFTH THIRD INTERNATIONAL GDP FUND
PRO FORMA COMBINING SCHEDULE OF PORTFOLIO INVESTMENTS
AS OF 01/31/02
(UNAUDITED)
(AMOUNTS IN THOUSANDS EXCEPT SHARE AMOUNTS)
FIFTH FIFTH
FIFTH FIFTH THIRD THIRD
FIFTH THIRD FIFTH THIRD THIRD INTER- INTER- PRO
THIRD INTERNATIONAL INTERNATIONAL PRO FORMA WORLDWIDE NATIONAL NATIONAL FORMA
WORLDWIDE FUND EQUITY FUND GDP FUND COMBINED FUND EQUITY FUND GDP FUND COMBINED
PRINCIPAL PRINCIPAL PRINCIPAL PRINCIPAL SECURITY MARKET MARKET MARKET MARKET
AMOUNT/SHARES AMOUNT/SHARES AMOUNT/SHARES AMOUNT/SHARES DESCRIPTION VALUE VALUE VALUE VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
- 2,262 - 2,262 Hagemeyer NV - 15 - 15
- 21,015 - 21,015 Heineken NV - 757 - 757
- 13,490 44,150 57,640 ING Groep NV - 205 670 875
- 15,284 - 15,284 Koninklijke Ahold NV - 190 - 190
- 11,776 - 11,776 Koninklijke KNP NV * - 83 - 83
- 29,930 41,554 71,484 Philips Electronics NV - 508 705 1,213
- 3,100 - 3,100 Rodamco Cont Eurpope NV - 135 - 135
- 79,659 57,700 137,359 Royal Dutch Petroleum - 3,297 2,388 5,685
- 1,939 31,200 33,139 STMicroelectronics NV - 35 562 597
- 11,615 - 11,615 TNT Post Groep NV - 176 - 176
- 34,922 19,670 54,592 Unilever NV - 1,961 1,104 3,065
- 7,465 - 7,465 Vedior NV - 40 - 40
- 990 - 990 Wereldhave - 55 - 55
- 6,275 - 6,275 Wolters Kluwer NV CVA - 93 - 93
--------------------------------------------
- 8,748 6,461 15,209
NEW ZEALAND
- - 10,596 10,596 Auckland International
Airport, Ltd. - - 31 31
- 16,513 46,481 62,994 Carter Holt Harvey, Ltd. - 16 44 60
- - 15,500 15,500 Contact Energy, Ltd. - - 36 36
- - 7,755 7,755 Fisher & Paykel Appliance - - 43 43
- - 5,744 5,744 Fisher & Paykel Industries,
Ltd. - - 32 32
- - 20,900 20,900 Fletcher Building, Ltd. - - 40 40
- - 11,200 11,200 Sky City, Ltd. - - 52 52
- 5,838 100,165 106,003 Telecom Corp. of New Zealand,
Ltd. - 14 241 255
- - 7,400 7,400 The Warehouse Group, Ltd. - - 28 28
--------------------------------------------
- 30 547 577
NORWAY
- - 1,400 1,400 Bergesen Dy ASA, Class A - - 30 30
- 4,503 16,300 20,803 DnB Holding ASA - 22 78 100
- - 8,100 8,100 Frontline, Ltd. - - 85 85
- 386 - 386 Gjensidige NOR ASA - 12 - 12
- 4,472 6,150 10,622 Norsk Hydro ASA - 187 257 444
- 1,400 7,500 8,900 Norske Skogindustrier AG - 18 97 115
- 3,600 8,200 11,800 Orkla SA - 57 129 186
- - 9,400 9,400 Schibsted ASA - - 92 92
- - 18,300 18,300 Statoil ASA - - 141 141
- - 6,700 6,700 Storebrand ASA * - - 24 24
- 400 - 400 Tandberg ASA * - 2 - 2
- - 18,400 18,400 Telenor ASA - - 66 66
--------------------------------------------
- 298 999 1,297
PORTUGAL
- 28,349 99,800 128,149 Banco Commercial - 61 214 275
- 839 - 839 Banco Espir Santo E - 11 - 11
- - 24,400 24,400 BPI-SGPS SA - - 55 55
- 29,000 21,300 50,300 Brisa Auto-Estradas - 156 114 270
- 258,598 100,300 358,898 Electricidade de Portugal SA - 418 163 581
- 3,950 - 3,950 Jeronimo Martins, SGPS SA * - 27 - 27
- 12,829 62,400 75,229 Portugal Telecom SA - 90 437 527
- 8,200 125,400 133,600 Sonae * - 4 55 59
--------------------------------------------
- 767 1,038 1,805
SINGAPORE
- 75,250 - 75,250 Capitaland, Ltd. - 44 - 44
- 16,000 - 16,000 Chartered Semiconductor,
Ltd. * - 7 - 7
- 37,000 19,600 56,600 City Developments, Ltd. - 83 44 127
- 7,500 - 7,500 Cycle & Carriage, Ltd. - 14 - 14
- 60,683 57,987 118,670 DBS Group Holdings, Ltd. - 356 340 696
- 12,600 - 12,600 Fraser & Neave - 59 - 59
- 2,426 - 2,426 Haw Par Brothers Corp., Ltd. - 5 - 5
- 16,000 - 16,000 Hotel & Properties - 9 - 9
- 36,000 - 36,000 Keppel Corp., Ltd. - 76 - 76
- 59,058 42,959 102,017 Oversea-Chinese Banking
Corp., Ltd. - 309 225 534
- 6,000 - 6,000 Overseas Union Enterprises - 20 - 20
- 68,802 - 68,802 Sembcorp Industries, Ltd. - 33 - 33
- 46,000 24,000 70,000 Singapore Airlines, Ltd. - 255 133 388
- 19,059 15,072 34,131 Singapore Press Holdings, Ltd. - 201 159 360
- 115,000 42,000 157,000 Singapore Technology
Engineering, Ltd. - 114 42 156
- 324,000 - 324,000 Singapore Telecommunications,
Ltd. - 244 - 244
- 59,352 52,921 112,273 United Overseas Bank, Ltd. - 357 319 676
- 33,000 - 33,000 United Overseas Land, Ltd. - 31 - 31
- 6,000 15,000 21,000 Venture Manufacturing, Ltd. - 45 112 157
--------------------------------------------
- 2,262 1,374 3,636
SOUTH KOREA
- 510 - 510 Samsung Display Devices Co. - 28 - 28
- 1,170 - 1,170 Samsung Electro-Mechanics Co. - 38 - 38
- 1,550 - 1,550 Samsung Electronics Co. - 388 - 388
- 570 - 570 Samsung Electronics Co., Ltd. - 69 - 69
--------------------------------------------
- 523 - 523
SPAIN
- 585 - 585 Acerinox SA - 22 - 22
- 9,518 - 9,518 Acesa Autopista - 112 - 112
- 2,069 3,300 5,369 Actividad Construction - 66 105 171
- 5,916 16,500 22,416 Altadis SA - 135 377 512
- 15,701 - 15,701 Amadeus Global Travel
Distribution SA - 63 - 63
- 82,063 110,123 192,186 Banco Bilbao Vizcaya-Argentari - 711 954 1,665
- 122,865 155,320 278,185 Banco Santander Central
Hispano SA - 758 959 1,717
FIFTH THIRD WORLDWIDE FUND
FIFTH THIRD INTERNATIONAL EQUITY FUND
FIFTH THIRD INTERNATIONAL GDP FUND
PRO FORMA COMBINING SCHEDULE OF PORTFOLIO INVESTMENTS
AS OF 01/31/02
(UNAUDITED)
(AMOUNTS IN THOUSANDS EXCEPT SHARE AMOUNTS)
FIFTH FIFTH
FIFTH FIFTH THIRD THIRD
FIFTH THIRD FIFTH THIRD THIRD INTER- INTER- PRO
THIRD INTERNATIONAL INTERNATIONAL PRO FORMA WORLDWIDE NATIONAL NATIONAL FORMA
WORLDWIDE FUND EQUITY FUND GDP FUND COMBINED FUND EQUITY FUND GDP FUND COMBINED
PRINCIPAL PRINCIPAL PRINCIPAL PRINCIPAL SECURITY MARKET MARKET MARKET MARKET
AMOUNT/SHARES AMOUNT/SHARES AMOUNT/SHARES AMOUNT/SHARES DESCRIPTION VALUE VALUE VALUE VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
- 28,068 68,680 96,748 Endesa SA - 337 824 1,161
- 27,874 11,400 39,274 Gas Natural SDG SA - 551 225 776
- 4,192 - 4,192 General De Aguas De
Barcelona SA - 47 - 47
- 5,272 11,700 16,972 Grupo Dragados SA - 95 210 305
- 26,897 43,524 70,421 Iberdrola SA - 395 639 1,034
- 4,300 - 4,300 Inmobilaria Ubris SA - 28 - 28
- 6,680 - 6,680 Inmobiliaria Colonial SA - 107 - 107
- 7,368 - 7,368 Metrovacesa SA - 188 - 188
- 26,070 32,194 58,264 Repsol SA - 374 462 836
- 3,294 - 3,294 Sol Melia SA - 13 - 13
- 119,205 244,800 364,005 Telefonica SA * - 1,149 2,359 3,508
- 7,635 - 7,635 TelePizza SA * - 6 - 6
- 24,219 - 24,219 Union Electric Penosa SA - 316 - 316
- 18,500 - 18,500 Vallehermoso SA - 171 - 171
--------------------------------------------
- 5,644 7,114 12,758
SWEDEN
- - 17,800 17,800 Assa Abloy AB, Class B - - 183 183
- 3,100 11,100 14,200 Atlas Copco AB, Series A - 58 206 264
- 1,700 - 1,700 Atlas Copco AB, Series B - 29 - 29
- 2,990 - 2,990 Castellum International, Ltd. - 41 - 41
- 8,800 17,300 26,100 Electrolux AB, Series B - 128 252 380
- - 406,000 406,000 Ericsson LM, Series B * - - 342 342
- 700 - 700 Gambro AB, Series A - 4 - 4
- 22,000 30,200 52,200 Hennes & Mauritz AB, Series B - 458 627 1,085
- 1,600 - 1,600 Holmen AB - 35 - 35
- 2,170 - 2,170 JM AB, Series B - 35 - 35
- 62,322 99,700 162,022 Nordic Baltic - 267 426 693
- 8,670 16,700 25,370 Sandvik AB - 179 345 524
- 19,400 20,900 40,300 Securitas AB, B Shares - 216 233 449
- 12,400 17,900 30,300 Shanska AB, Series B - 68 98 166
- 7,842 58,700 66,542 Skandia Forsakrings AB - 18 132 150
- 9,020 37,100 46,120 Skandiaviska Enskil - 73 302 375
- 2,100 - 2,100 SKF AB, Series B - 52 - 52
- 2,264 11,900 14,164 Svenska Cellulosa AB, Series B - 71 374 445
- 19,002 24,600 43,602 Svenska Handelsbanken,
Series A - 239 310 549
- 1,200 - 1,200 Svenskt Stal AB, Series A - 14 - 14
- 7,700 - 7,700 Swedish Match AB - 55 - 55
- 975 6,200 7,175 Tele2 AB * - 26 165 191
- 50,327 63,500 113,827 Telia - 178 225 403
- 1,200 4,600 5,800 Volvo AB, Series A - 19 74 93
- 4,700 9,400 14,100 Volvo AB, Series B - 78 157 235
- 8,900 - 8,900 WM-Data AB - 8 - 8
--------------------------------------------
- 2,349 4,451 6,800
SWITZERLAND
- 7,830 - 7,830 Adecco SA, Registered - 248 - 248
- 72 - 72 Centerpulse AG, Registered * - 11 - 11
- 900 - 900 Ciba Specialty Chemicals AG - 57 - 57
- 1,600 - 1,600 Clariant AG - 22 - 22
- 2,133 - 2,133 Compagnie Finaciere
Richemont AG - 35 - 35
- 29,065 24,580 53,645 Credit Suisse Group * - 624 528 1,152
- 23 - 23 George Fischer, Registered - 2 - 2
- 139 - 139 Givaudan - 58 - 58
- 325 - 325 Holcim, Ltd. - 55 - 55
- 100 - 100 Kudelski SA * - 1 - 1
- 430 - 430 Logitech International SA * - 14 - 14
- 440 - 440 Lonza Group AG - 26 - 26
- 11,980 10,345 22,325 Nestle - 2,487 2,148 4,635
- 54,581 76,260 130,841 Novartis AG, Registered - 1,996 2,787 4,783
- 400 - 400 PSP Swiss Property AG - 45 - 45
- 4,370 - 4,370 Roche Holding AG - 494 - 494
- 14,200 16,000 30,200 Roche Holdings AG Genusscheine - 974 1,098 2,072
- 385 - 385 Societe Generale de
Surveillance Holdings SA - 125 - 125
- 71 - 71 Sulzer AG, Registered - 9 - 9
- 4,965 8,100 13,065 Swiss Reinsurance - 300 490 790
- 965 - 965 Swisscom AG - 296 - 296
- 1,271 - 1,271 Syngenta - 77 - 77
- 700 - 700 The Swatch Group AG - 12 - 12
- 740 - 740 The Swatch Group AG, Series B - 62 - 62
- 31,663 32,352 64,015 UBS AG * - 1,367 1,397 2,764
- 59 - 59 Valora Holdings, AG,
Registered - 10 - 10
- 2,108 2,339 4,447 Zurich Financial Services - 205 227 432
--------------------------------------------
- 9,612 8,675 18,287
THAILAND
- 8,700 - 8,700 Cmic Finance & Securities PLC* - -# - -
- 13,300 - 13,300 Finance One PLC * - -# - -
- 14,500 - 14,500 General Finance & Securities
PLC* - -# - -
- 9,100 - 9,100 Univest Land PLC* - -# - -
--------------------------------------------
- -# - -
--------------------------------------------
TOTAL FOREIGN STOCKS - 127,060 199,210 326,270
INVESTMENT COMPANIES
UNITED STATES
15,832 - - 15,832 American Century Small Cap
Value Investor Class C 104 - - 104
13,092 - - 13,092 Artisan International 179 - - 179
193 - - 193 Artisan Mid Cap Fund Investor
Class* 4 - - 4
FIFTH THIRD WORLDWIDE FUND
FIFTH THIRD INTERNATIONAL EQUITY FUND
FIFTH THIRD INTERNATIONAL GDP FUND
PRO FORMA COMBINING SCHEDULE OF PORTFOLIO INVESTMENTS
AS OF 01/31/02
(UNAUDITED)
(AMOUNTS IN THOUSANDS EXCEPT SHARE AMOUNTS)
FIFTH FIFTH
FIFTH FIFTH THIRD THIRD
FIFTH THIRD FIFTH THIRD THIRD INTER- INTER- PRO
THIRD INTERNATIONAL INTERNATIONAL PRO FORMA WORLDWIDE NATIONAL NATIONAL FORMA
WORLDWIDE FUND EQUITY FUND GDP FUND COMBINED FUND EQUITY FUND GDP FUND COMBINED
PRINCIPAL PRINCIPAL PRINCIPAL PRINCIPAL SECURITY MARKET MARKET MARKET MARKET
AMOUNT/SHARES AMOUNT/SHARES AMOUNT/SHARES AMOUNT/SHARES DESCRIPTION VALUE VALUE VALUE VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
22,629 - - 22,629 Berger Mid Cap Value 326 - - 326
84 - - 84 Credit Suisse Global
Technology Fund* 2 - - 2
162,484 - - 162,484 Credit Suisse Japan Growth
Fund * 609 - - 609
164 - - 164 Credit Suisse Pincus Global
Post Venture Capital* 2 - - 2
8,397 - - 8,397 Driehaus Asia Pacific Growth
Fund * 98 - - 98
33 - - 33 Excelsior Pacific/Asia * - - - -
109 - - 109 Fremont US Micro Cap * 2 - - 2
201 - - 201 Fremont US Small Cap * 1 - - 1
68 - - 68 Heartland Value 2 - - 2
159 - - 159 Henlopen * 2 - - 2
93 - - 93 Invesco Energy Fund Class IV * 2 - - 2
32 - - 32 Invesco Financial Services
Fund Class IV 1 - - 1
59 - - 59 Invesco Gold Fund Investor
Class * - - - -
258 - - 258 Invesco Small Company Growth
Investor Class* 2 - - 2
8,013 - - 8,013 Janus Global Life Sciences * 98 - - 98
16 - - 16 Janus Mercury * - - - -
505 - - 505 Janus Overseas 7 - - 7
32 - - 32 Janus Worldwide 1 - - 1
25,558 - - 25,558 Liberty Acorn International
Fund 384 - - 384
14,893 - - 14,893 Liberty Acorn USA * 210 - - 210
55,037 - - 55,037 Longleaf Partners
International 536 - - 536
32,983 - - 32,983 Matthews China 299 - - 299
49,394 - - 49,394 Matthews Korea 168 - - 168
24,687 - - 24,687 Matthews Pacific Tiger
Class I * 203 - - 203
79,719 - - 79,719 Mutual Series European Class Z 1,006 - - 1,006
211 - - 211 Oakmark International Equity
Fund Class I 3 - - 3
19,894 - - 19,894 Oakmark International Small
Cap Class I 205 - - 205
201 - - 201 Oakmark Select Class I 5 - - 5
60,792 - - 60,792 PBHG Clipper Focus 783 - - 783
31,154 - - 31,154 Pin Oak Aggressive Stock * 377 - - 377
4,207 - - 4,207 Potomac Small Cap/Short * 187 - - 187
4,899 - - 4,899 Profunds Short Small - Cap * 187 - - 187
13,241 - - 13,241 RCM Global Healthcare * 202 - - 202
120,248 - - 120,248 Red Oak Technology Select * 547 - - 547
23,484 - - 23,484 Reich & Tang Delafield Fund,
Inc. 413 - - 413
149 - - 149 RS Diversified Growth
Class A * 2 - - 2
11,111 - - 11,111 RS Emerging Growth Class A * 207 - - 207
9,985 - - 9,985 RS Microcap Growth 123 - - 123
18,416 - - 18,416 RS Partners Fund Class A * 332 - - 332
13,373 - - 13,373 Rydex - Biotechnology Fund
Investor Class* 176 - - 176
65,003 - - 65,003 Rydex - Energy Services
Investor Class* 376 - - 376
34,538 - - 34,538 Rydex Precious Metals * 1,068 - - 1,068
7,225 - - 7,225 Rydex Tempest 500 Class H 701 - - 701
18,364 - - 18,364 Rydex Venture 100 Class H 1,279 - - 1,279
190 - - 190 Strong Asia Pacific 1 - - 1
34,883 - - 34,883 T. Rowe Price Japan FD * 166 - - 166
33,678 - - 33,678 T. Rowe Price New Asia Fund 193 - - 193
59,160 - - 59,160 Third Ave Small - Cap Value 776 - - 776
61,125 - - 61,125 Tocqueville International
Value Fund 453 - - 453
133 - - 133 Turner Micro Cap Growth
Class I * 4 - - 4
417 - - 417 Turner Small Cap Growth Fund
Class I* 5 - - 5
26,871 - - 26,871 Tweedy, Browne Global Value 404 - - 404
96,125 - - 96,125 Van Wagoner Emerging Growth
Fund* 442 - - 442
125,708 - - 125,708 Van Wagoner Post - Venture
Fund * 441 - - 441
75,709 - - 75,709 Van Wagoner Technology * 441 - - 441
16,070 - - 16,070 Vanguard International Growth
Fund 189 - - 189
10,181 - - 10,181 Vanguard International Value
Fund 184 - - 184
181,765 - - 181,765 Wasatch Small Cap Value * 605 - - 605
--------------------------------------------
15,725 - - 15,725
--------------------------------------------
TOTAL INVESTMENT COMPANIES 15,725 - - 15,725
PREFERRED STOCKS
AUSTRALIA
- 34,284 109,629 143,913 News Corp., Ltd. - 191 610 801
--------------------------------------------
- 191 610 801
GERMANY
- 600 - 600 Volkswagen AG - 18 - 18
--------------------------------------------
- 18 - 18
--------------------------------------------
TOTAL PREFERRED STOCKS - 209 610 819
RIGHTS
SPAIN
- - 244,800 244,800 Telefonica SA * - - 47 47
--------------------------------------------
- - 47 47
--------------------------------------------
TOTAL RIGHTS - - 47 47
MONEY MARKETS
UNITED STATES
498,055 6,311,873 - 6,809,928 Dreyfus Cash Management
Money Market Fund 498 6,312 - 6,810
498,055 6,263,220 2,636,557 9,397,832 Federated Prime Value
Obligations MM Fund 498 6,263 2,637 9,398
--------------------------------------------
996 12,575 2,637 16,208
--------------------------------------------
TOTAL MONEY MARKETS 996 12,575 2,637 16,208
REPURCHASE AGREEMENTS
UNITED STATES
FIFTH THIRD WORLDWIDE FUND
FIFTH THIRD INTERNATIONAL EQUITY FUND
FIFTH THIRD INTERNATIONAL GDP FUND
PRO FORMA COMBINING SCHEDULE OF PORTFOLIO INVESTMENTS
AS OF 01/31/02
(UNAUDITED)
(AMOUNTS IN THOUSANDS EXCEPT SHARE AMOUNTS)
FIFTH FIFTH
FIFTH FIFTH THIRD THIRD
FIFTH THIRD FIFTH THIRD THIRD INTER- INTER- PRO
THIRD INTERNATIONAL INTERNATIONAL PRO FORMA WORLDWIDE NATIONAL NATIONAL FORMA
WORLDWIDE FUND EQUITY FUND GDP FUND COMBINED FUND EQUITY FUND GDP FUND COMBINED
PRINCIPAL PRINCIPAL PRINCIPAL PRINCIPAL SECURITY MARKET MARKET MARKET MARKET
AMOUNT/SHARES AMOUNT/SHARES AMOUNT/SHARES AMOUNT/SHARES DESCRIPTION VALUE VALUE VALUE VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
1,065 1,273 - 2,338 UBS Warburg Repo 1,065 1,273 - 2,338
--------------------------------------------
1,065 1,273 - 2,338
--------------------------------------------
TOTAL REPURCHASE AGREEMENTS 1,065 1,273 - 2,338
--------------------------------------------
TOTAL (COST $19,119, $182,136 AND $285,416
RESPECTIVELY) $17,786 $141,117 $202,504 $361,407
--------------------------------------------
OTHER ASSETS/(LIABILITIES) IN EXCESS OF
LIABILITIES/(OTHER ASSETS) (400) 4,796 1,607 6,003
--------------------------------------------
NET ASSETS $17,386 $145,913 $204,111 $367,410
============================================
NOTES TO SCHEDULES OF PORTFOLIO INVESTMENTS
* Non-income producing security.
# Market value is less than five hundred dollars.
a) Part of this security has been deposited as initial margin on open
futures contracts.
COST OF NET
INVESTMENTS GROSS GROSS UNREALIZED
FOR FEDERAL UNREALIZED UNREALIZED APPRECIATION/
FIFTH THIRD FUNDS TAX PURPOSES APPRECIATION DEPRECIATION (DEPRECIATION)
- -----------------------------------------------------------------------------------------------
Worldwide Fund 19,119 89 (1,422) (1,333)
International Equity Fund 182,136 5,675 (46,694) (41,019)
International GDP Fund 285,416 14,200 (97,112) (82,912)
------------------------------------------------------------
Proforma Combined (Note 1) 486,671 19,964 (145,228) (125,264)
OPEN FUTURES CONTRACTS AS OF JANUARY 31, 2003:
(Amounts in thousands except contract amount)
UNREALIZED
NUMBER OF APPRECIATION/
CONTRACTS CONTRACT TYPE NOTIONAL AMOUNT (DEPRECIATION) MARKET VALUE
--------- ------------- --------------- -------------- ------------
International Equity Fund 36 Long, SPI, 3/31/03 2,684 (36) 2,648
14 Short TOPIX, 3/3/03 (119,000) 4,620 (114,380)
8 Long DAX Index, 3/21/03 639 (88) 551
268 Long Euro, 3/21/03 6,229 (189) 6,040
60 Long FTSE 100, 3/21/03 2,323 (203) 2,120
------ --------- ------ --------
386 (107,125) 4,104 (103,021)
INTERNATIONAL EQUITY FOREIGN CURRENCY CONTRACTS AS OF JANUARY 31, 2003:
CONTRACT CONTRACT CURRENT UNREALIZED
AMOUNT VALUE VALUE APPRECIATION/
DELIVERY DATE (LOCAL CURRENCY) U.S. DOLLAR U.S. DOLLAR (DEPRECIATION)
-------------------------- ---------------- ----------- ----------- --------------
BRITISH POUNDS STERLING
--------------------------
Long Contracts
3/13/03 4,683 $7,334 $7,676 $342
3/13/03 1,258 1,968 2,062 94
3/13/03 1,549 2,422 2,538 116
3/13/03 930 1,488 1,524 36
Short Contracts
3/13/03 25 39 40 (1)
3/13/03 6,024 9,421 9,873 (452)
3/13/03 56 90 93 (3)
2/03/03 45 75 75 -#
EURO
--------------------------
Long Contracts
3/13/03 1,341 1,350 1,437 87
3/13/03 3,190 3,208 3,418 210
3/13/03 2,091 2,106 2,240 134
3/13/03 3,332 3,353 3,570 217
3/13/03 6,049 6,086 6,482 396
4/10/03 2,640 2,757 2,825 68
4/10/03 1,223 1,322 1,309 (13)
2/04/03 755 814 811 (3)
Short Contracts
3/13/03 9,551 9,633 10,234 (601)
3/13/03 1,684 1,695 1,805 (110)
4/10/03 850 893 910 (17)
4/10/03 285 301 305 (4)
4/10/03 750 811 803 8
2/03/03 583 632 625 7
2/03/03 36 39 39 -#
2/03/03 86 93 92 1
JAPANESE YEN
--------------------------
Long Contracts
3/13/03 1,202,877 9,706 10,045 339
3/13/03 84,339 686 704 18
3/13/03 4,466 37 37 -#
3/13/03 184,700 1,542 1,542 -#
Short Contracts
3/13/03 276,643 2,252 2,310 (58)
3/13/03 568,330 4,626 4,746 (120)
3/13/03 515,215 4,191 4,303 (112)
AUSTRALIAN DOLLAR
--------------------------
Long Contracts
3/13/03 2,905 1,623 1,696 73
4/10/03 2,123 1,244 1,236 (8)
Short Contracts
3/13/03 185 103 108 (5)
THE INVESTMENT CONCENTRATION FOR THE INTERNATIONAL FUNDS AS A PERCENTAGE OF
INVESTMENTS, BY INDUSTRY, AS OF JANUARY 31, 2003, WAS AS FOLLOWS:
International International Proforma
Worldwide Equity Fund GDP Combined
Fund Fund Fund (See Note 1)
--------------------------------------------------------
Advertising 0.00% 0.09% 0.07% 0.07%
Aerospace/Defense 0.00% 0.37% 0.18% 0.24%
Agriculture 0.00% 1.27% 0.75% 0.91%
Airlines 0.00% 0.35% 0.21% 0.25%
Apparel 0.00% 0.08% 0.14% 0.11%
Auto Manufacturers 0.00% 2.21% 4.75% 3.52%
Auto Parts & Equipment 0.00% 0.46% 0.62% 0.53%
Banks 0.00% 12.34% 16.01% 13.79%
Beverages 0.00% 2.15% 1.26% 1.55%
Biotechnology 0.00% 0.01% 0.02% 0.02%
Building Materials 0.00% 0.84% 0.98% 0.88%
Cash Equivalents 11.59% 9.81% 1.30% 5.13%
Chemicals 0.00% 1.54% 2.73% 2.13%
Closed End Funds 0.00% 0.10% 0.00% 0.04%
Commercial Services 0.00% 1.88% 1.01% 1.30%
Computers 0.00% 0.29% 0.13% 0.19%
Cosmetics/Personal Care 0.00% 1.42% 1.26% 1.26%
Distribution/Wholesale 0.00% 0.51% 0.73% 0.61%
Diversified Financial Services 0.00% 1.02% 1.38% 1.17%
Electric 0.00% 6.06% 4.44% 4.85%
Electrical Components & Equipment 0.00% 1.24% 1.08% 1.09%
Electronics 0.00% 1.52% 1.64% 1.51%
Engineering & Construction 0.00% 0.90% 0.96% 0.89%
Entertainment 0.00% 0.26% 0.09% 0.15%
Environmental Control 0.00% 0.01% 0.00% 0.00%
Food Service 0.00% 0.28% 0.20% 0.22%
Food 0.00% 6.73% 4.67% 5.24%
Forest Products & Paper 0.00% 0.44% 0.60% 0.51%
Gas 0.00% 1.19% 0.44% 0.71%
Hand/Machine Tools 0.00% 0.35% 0.63% 0.49%
Healthcare-Products 0.00% 0.47% 0.41% 0.42%
Holding Companies-Diversified 0.00% 1.00% 0.79% 0.83%
Home Builders 0.00% 0.19% 0.08% 0.12%
Home Furnishings 0.00% 1.18% 1.66% 1.39%
Household Products/Wares 0.00% 0.39% 0.00% 0.15%
Housewares 0.00% 0.04% 0.00% 0.02%
Insurance 0.00% 1.70% 4.50% 3.19%
Internet 0.00% 0.07% 0.00% 0.03%
Investment Companies 88.41% 0.00% 0.10% 4.41%
Iron/Steel 0.00% 0.40% 0.39% 0.38%
Leisure Time 0.00% 0.16% 0.00% 0.06%
Lodging 0.00% 0.14% 0.21% 0.17%
Machinery-Construction & Mining 0.00% 0.13% 0.21% 0.17%
Machinery-Diversified 0.00% 0.19% 0.09% 0.12%
Media 0.00% 1.48% 1.32% 1.31%
Metal Fabricate/Hardware 0.00% 0.10% 0.09% 0.09%
Mining 0.00% 1.02% 1.16% 1.05%
Miscellaneous Manufacturing 0.00% 1.45% 2.16% 1.78%
Office Furnishings 0.00% 0.02% 0.00% 0.01%
Office/Business Equipment 0.00% 0.60% 0.83% 0.70%
Oil & Gas 0.00% 9.59% 10.27% 9.50%
Packaging & Containers 0.00% 0.13% 0.09% 0.10%
Pharmaceuticals 0.00% 9.73% 9.96% 9.38%
Real Estate 0.00% 2.25% 0.96% 1.42%
Retail 0.00% 2.04% 1.27% 1.51%
Semiconductors 0.00% 0.32% 1.02% 0.70%
Software 0.00% 0.68% 0.50% 0.55%
Storage/Warehousing 0.00% 0.01% 0.00% 0.00%
Telecommunications 0.00% 6.98% 11.37% 9.10%
Textiles 0.00% 0.16% 0.15% 0.14%
Toys/Games/Hobbies 0.00% 0.19% 0.17% 0.17%
Transportation 0.00% 1.24% 1.46% 1.30%
Water 0.00% 0.23% 0.50% 0.37%
FIFTH THIRD WORLDWIDE FUND
FIFTH THIRD INTERNATIONAL EQUITY FUND
FIFTH THIRD INTERNATIONAL GDP FUND
PRO FORMA COMBINING STATEMENTS OF ASSETS AND LIABILITIES
AS OF 01/31/03
(UNAUDITED)
(AMOUNTS IN THOUSANDS)
FIFTH THIRD
FIFTH THIRD INTERNATIONAL FIFTH THIRD PRO FORMA
WORLDWIDE EQUITY INTERNATIONAL PRO FORMA COMBINED
FUND FUND GDP FUND ADJUSTMENTS (NOTE 1)
--------- ---------- ------------ ----------- ----------
ASSETS:
Investments, at cost $ 18,054 $ 180,863 $ 285,416 - $ 484,333
Net unrealized appreciation/(depreciation) (1,333) (41,019) (82,912) - (125,264)
--------- ---------- ---------- ------- ----------
Investments, at value 16,721 139,844 202,504 359,069
Repurchase agreements, at cost 1,065 1,273 - - 2,338
--------- ---------- ---------- ------- ----------
Total Investments 17,786 141,117 202,504 - 361,407
Cash - ^ 4,529 - - 4,529
Collateral for securities loaned - - 6,512 - 6,512
Foreign currency at value - - 1,188 - 1,188
Interest, dividends and other receivables 1 112 263 - 376
Receivable for investments sold - 688 - - 688
Receivable for Fund shares sold 15 - - - 15
Receivable for forward foreign currency contracts - 2,147 - - 2,147
Reclaims receivable - 272 456 - 728
Receivable from Advisor and affiliates 1 - 2 - 3
Prepaid expense and other assets 6 23 17 - 46
--------- ---------- ---------- ------- ----------
Total Assets 17,809 148,888 210,942 - 377,639
--------- ---------- ---------- ------- ----------
LIABILITIES:
Payable to Custodian - 461 - - 461
Payable for investments purchased 275 811 - - 1,086
Payable for securities loaned - - 6,512 - 6,512
Payable for Fund shares redeemed 109 3 2 - 114
Payable for forward foreign currency contracts - 1,508 - - 1,508
Accrued expenses and other payables:
Payable to Advisor and affiliates 16 130 144 - 290
Distribution fees 7 1 1 - 9
Other 16 61 172 - 249
--------- ---------- ---------- ------- ----------
Total Liabilities 423 2,975 6,831 - 10,229
--------- ---------- ---------- ------- ----------
NET ASSETS:
Paid-in capital 32,243 217,133 329,301 - 578,677
Accumulated net investment income (loss) (22) (827) (42) - (891)
Accumulated net realized gain/(loss) from investment
transactions, futures and foreign currency (13,502) (29,215) (42,412) - (85,129)
Net unrealized appreciation/(depreciation) on investments,
futures and foreign currency (1,333) (41,178) (82,736) - (125,247)
--------- ---------- ---------- ------- ----------
Net Assets $ 17,386 $ 145,913 $ 204,111 $ - $ 367,410
========= ========== ========== ======= ==========
Market value of securities loaned $ - $ - $ 6,198 - $ 6,198
========= ========== ========== ======= ==========
Net Assets:
Institutional Shares $ 3,165 $ 140,360 $ 197,542 $ - $ 341,067
Class A Shares NA 5,161 6,514 - 11,675
Class B Shares NA 280 47 - 327
Class C Shares 328 112 8 - 448
Advisor Shares 13,893 NA NA - 13,893
--------- ---------- ---------- ------- ----------
Total $ 17,386 $ 145,913 $ 204,111 $ - $ 367,410
========= ========== ========== ======= ==========
Shares of Beneficial Interest Outstanding (Unlimited
number of shares
authorized, no par value:)
Institutional Shares 329 20,484 21,748 7,223 (a) 49,784
Class A Shares NA 753 731 219 (a) 1,703
Class B Shares NA 41 5 2 (a) 48
Class C Shares 35 17 1 15 (a) 68
Advisor Shares 1,471 NA NA 554 (a) 2,025
--------- ---------- ---------- ------- ----------
Total 1,835 21,296 22,485 8,013 53,628
========= ========== ========== ======= ==========
Net Asset Value
Institutional Shares $ 9.63 $ 6.85 $ 9.08 $ 6.85
========= ========== ========== ==========
Class A Shares-redemption price per share NA $ 6.86 $ 8.91 $ 6.86
========= ========== ========== ==========
Class B Shares-offering price per share * NA $ 6.82 $ 9.04 $ 6.83
========= ========== ========== ==========
Class C Shares-offering price per share * $ 9.37 $ 6.63 $ 9.01 $ 6.62
========= ========== ========== ==========
Advisor Shares $ 9.45 NA NA $ 6.86
========= ========== ========== ==========
Maximum sales charge- Class A Shares NA 5.00% 5.00% 5.00%
Maximum Offering Price
(100%/(100%-Maximum sales charge) of net asset value
adjusted to nearest cent) per share (Class A Shares) NA $ 7.22 $ 9.38 $ 7.22
========= ========== ========== ==========
- --------------
^ Represents fewer than five hundred dollars.
* Redemption price per share varies by length of time shares are held.
(a) Adjustment to convert the Worldwide Fund and the International GDP Fund
shares outstanding to International Equity Fund shares outstanding based on
the International Equity Fund's NAV's.
FIFTH THIRD WORLDWIDE FUND
FIFTH THIRD INTERNATIONAL EQUITY FUND
FIFTH THIRD INTERNATIONAL GDP FUND
PRO FORMA COMBINING STATEMENTS OF OPERATIONS
FOR THE PERIOD ENDED 01/31/03 (A)
(UNAUDITED)
(AMOUNTS IN THOUSANDS)
FIFTH FIFTH
THIRD THIRD
INTER- INTER- FIFTH
NATIONAL NATIONAL THIRD PRO FORMA
EQUITY GDP WORLDWIDE PRO FORMA COMBINED
FUND FUND FUND * ADJUSTMENTS (NOTE 1)
---------- ----------- ----------- ------------ -------------
INVESTMENT INCOME:
Interest income $ 16 $ - $ - $ - $ 16
Dividend income 139 1,268 1,657 - 3,064
Foreign tax withholding - (229) (196) - (425)
---------- ----------- ----------- ------------ -------------
Total Investment Income 155 1,039 1,461 - 2,655
---------- ----------- ----------- ------------ -------------
EXPENSES:
Investment advisory fees 95 748 902 300 (b) 2,045
Administration fees 16 130 209 5 (b) 360
Distribution services - Class A Shares NA 6 7 - 13
Distribution services - Class B Shares NA 1 - ^ - 1
Distribution services - Class C Shares 1 1 - ^ - 2
Distribution services - Advisor Shares 39 NA NA - 39
Administrative service - Class C Shares - ^ - ^ - ^ - -
Fund accounting fees 30 102 83 (28) (b) 187
Registration and filing fees 1 3 4 (5) (b) 3
Transfer agent fees 20 40 54 (13) (b) 101
Custodian fees 2 74 71 (21) (b) 126
Other expenses 12 52 10 (1) (b) 73
---------- ----------- ----------- ------------ -------------
Total expenses 216 1,157 1,340 238 2,951
---------- ----------- ----------- ------------ -------------
Less: Waiver and/or reimbursement from Advisor
and/or affiliates (39) - (121) 160 (b) -
---------- ----------- ----------- ------------ -------------
Net Expenses 177 1,157 1,219 398 2,951
---------- ----------- ----------- ------------ -------------
Net Investment Income/(Loss) (22) (118) 242 (398) (296)
---------- ----------- ----------- ------------ -------------
REALIZED AND UNREALIZED GAINS/(LOSSES) FROM
INVESTMENTS, FUTURES AND FOREIGN CURRENCY:
Net realized gains/(losses) on investment and
foreign currency transactions (886) (9,693) (5,001) - (15,580)
Net realized losses on futures transactions - (191) - - (191)
Change in unrealized appreciation/depreciation on investments,
futures and foreign currency (931) (4,930) (15,976) - (21,837)
---------- ----------- ----------- ------------ -------------
Net realized and unrealized gains/(losses) on investments,
futures and foreign currency (1,817) (14,814) (20,977) - (37,608)
---------- ----------- ----------- ------------ -------------
Change in net assets resulting from operations $ (1,839) $ (14,932) $ (20,735) $ (398) $ (37,904)
========== =========== =========== ============ =============
- ---------------------
(a) For the period from August 1, 2002 through January 31, 2003.
(b) Adjustment to reflect the fee structure when the three funds merge.
FIFTH THIRD FUNDS
Notes to 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 reflects the
accounts of three investment portfolios offered by the Fifth Third Funds: the
Fifth Third Worldwide Fund, the Fifth Third International Equity Fund and the
Fifth Third International GDP Fund, (collectively, the "Funds" and individually
the "Worldwide Fund", "International Equity Fund" and "International GDP Fund",
respectively) as if the proposed reorganization occurred as of and for the six
months ended January 31, 2003. These statements have been derived from books and
records utilized in calculating daily net asset value at January 31, 2003.
The Reorganization Agreement provides that on the Closing Date of the
Reorganization, all of the assets and liabilities will be transferred as follows
such that at and after the Reorganization, the assets and liabilities of the
Worldwide Fund and the International GDP Fund become the assets and liabilities
of the International Equity Fund.
In exchange for the transfer of assets and liabilities, the
International Fund will issue to the Worldwide Fund and the International GDP
Fund full and fractional shares of the International Equity Fund, and the
Worldwide Fund and International GDP Fund will make a liquidating distribution
of such shares to its shareholders. The number of shares of the International
Equity Fund so issued will be equal in value to the full and fractional shares
of the Worldwide Fund and the International GDP Fund that are outstanding
immediately prior to the Reorganization. At and after the Reorganization, all
debts, liabilities and obligations of the Worldwide Fund and International GDP
Fund will attach to the International Equity Fund and may thereafter be enforced
against the International Equity Fund to the same extent as if the International
Equity 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
International Equity Fund, of the assets of the Worldwide Fund and International
GDP Fund will be the fair market value of such assets on the Closing Date of the
Reorganization. The International Equity Fund will recognize no gain or loss for
federal tax purposes on its issuance of shares in the Reorganization, and the
basis to the International Equity Fund of the assets of the Worldwide Fund and
International GDP Fund received pursuant to the Reorganization will equal the
fair market value of the consideration furnished, and costs incurred, by the
International Equity Fund in the Reorganization -- i.e., the sum of the
liabilities assumed, the fair market value of the International Equity Fund
shares issued, and such costs.
For accounting purposes, the International Equity Fund is the surviving
portfolio of this Reorganization. As such, the Worldwide Fund and the
International GDP Fund, prior to the Closing Date, will declare a stock split
causing the Net Asset Value to match that of the International Equity Fund as of
the Closing Date. The pro forma statements reflect the combined results of
operations of the Funds. However, should such Reorganization be effected, the
statements of operations of the Worldwide Fund and International GDP Fund will
not be restated for pre-combination period results
FIFTH THIRD FUNDS
Notes to Pro Forma Financial Statements
(Unaudited)
(CONTINUED)
of the International Equity Fund.
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 Funds are each separate portfolios of the Fifth Third Funds,
respectively, 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 Worldwide Fund seeks a high level of total return (using a
combination of capital appreciation and income) consistent with
reasonable risk.
Fifth Third International Equity Fund seeks long-term capital
appreciation.
Fifth Third International GDP Fund seeks long-term capital
appreciation.
The Worldwide Fund issues three classes of shares: Institutional, Class
C Shares, and Advisor Shares. The International Equity Fund and International
GDP Fund each offer four classes of shares: Institutional, Class A Shares, Class
B Shares and Class C Shares.
Under the terms of the investment advisory agreement between the Fifth
Third Funds and Fifth Third Asset Management Inc., the Trust's investment
advisor (the "Advisor"), the Advisor receives for its services an annual
investment advisory fee based on a percentage of each Fund's average daily net
assets (see table below). Such fees are accrued daily and paid monthly. For the
six months ended January 31, 2003, total investment advisory fees incurred by
the Funds were as follows (Amounts in thousands):
Percentage Fee Total Fees
-------------- ----------
Worldwide Fund 1.00% $95
International Equity Fund 1.00% 748
International GDP Fund 0.75% 902
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 in effect if the Funds were combined for the six
months ended January 31, 2003. Investment advisory, administration, 12b-1, and
accounting fees in the pro forma combined column are calculated at the projected
rates for the Funds based upon the combined net assets of the Funds. Certain pro
forma adjustments were made to estimate the benefit of combining operations of
separate funds into one
FIFTH THIRD FUNDS
Notes to Pro Forma Financial Statements
(Unaudited)
(CONTINUED)
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, 2003.
2. SECURITIES VALUATIONS, SECURITIES TRANSACTIONS AND RELATED INCOME:
Listed securities are valued at the last sales price on the principal
exchange where such securities are traded. Listed securities for which last
sales prices are not available are valued at the mean of the latest bid and
asked price in the principal market where such securities are traded. Unlisted
securities are valued at the latest bid price. Short-term investments maturing
in 60 days or less are valued at amortized cost or cost, which approximates
market value. Investments in other open-end investment companies are valued at
net asset value. Investments for which there are no such quotations are valued
at fair value as determined in good faith by the Advisor under the direction of
the Board of Trustees.
Securities transactions are accounted for on the date the security is
purchased or sold (trade date). Dividend income is recorded on the ex-dividend
date. Gains or losses realized on sales of securities are determined by
comparing the identified cost of the security lot sold with the net sales
proceeds.
FIFTH THIRD INTERNATIONAL EQUITY FUND
FIFTH THIRD INTERNATIONAL GDP FUND
FIFTH THIRD WORLDWIDE FUND
PRO FORMA COMBINING SCHEDULE OF PORTFOLIO INVESTMENTS
AS OF 7/31/02
(AMOUNTS IN THOUSANDS EXCEPT SHARE AMOUNTS)
FIFTH
FIFTH FIFTH FIFTH THIRD FIFTH
THIRD THIRD THIRD INTER- THIRD FIFTH
INTERNATIONAL INTERNATIONAL WORLDWIDE PRO FORMA NATIONAL INTER- THIRD PRO
EQUITY FUND GDP FUND FUND COMBINED EQUITY NATIONAL WORLDWIDE FORMA
PRINCIPAL PRINCIPAL PRINCIPAL PRINCIPAL FUND GDP FUND FUND COMBINED
AMOUNT/ AMOUNT/ AMOUNT/ AMOUNT/ SECURITY MARKET MARKET MARKET MARKET
SHARES SHARES SHARES SHARES DESCRIPTION VALUE VALUE VALUE VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
COMMON STOCKS
AUSTRALIA
20,448 37,493 - 57,941 Amcor, Ltd. 93 170 - 263
7,933 - - 7,933 AMP Diversified Property
Trust 11 - - 11
3,662 - - 3,662 AMP Limited Reinsurance
Notes (b) # - - - -
17,191 80,900 - 98,091 AMP, Ltd. 132 624 - 756
2,104 - - 2,104 Ansell, Ltd. 8 - - 8
10,790 82,900 - 93,690 Australia & New Zealand
Banking Group, Ltd. 105 809 - 914
12,782 - - 12,782 Australian Gas & Light Co. 67 - - 67
89,827 279,602 - 369,429 BHP, Ltd. 466 1,450 - 1,916
17,557 - - 17,557 Boral, Ltd. 37 - - 37
18,245 57,404 - 75,649 Brambles Industries, Ltd. 80 252 - 332
13,677 45,262 - 58,939 Coca-Cola Amatil, Ltd. 47 155 - 202
22,607 - - 22,607 Coles Myer, Ltd. 76 - - 76
20,246 63,425 - 83,671 Commonwealth Bank of Australia 343 1,076 - 1,419
2,139 13,100 - 15,239 CSL, Ltd. 33 203 - 236
26,319 91,818 - 118,137 CSR, Ltd. 91 319 - 410
38,418 125,436 - 163,854 Foster's Brewing Group, Ltd. 94 308 - 402
33,537 117,125 - 150,662 General Property Trust 51 178 - 229
25,322 - - 25,322 Goodman Fielder, Ltd. 23 - - 23
- 86,500 - 86,500 Insurance Australia Group - 137 - 137
11,488 - - 11,488 James Hardie Industries NV (b) 37 - - 37
5,524 - - 5,524 Leighton Holdings, Ltd. 33 - - 33
11,299 29,772 - 41,071 Lend Lease Corp., Ltd. 63 165 - 228
58,588 - - 58,588 M.I.M Holdings, Ltd. 39 - - 39
- 15,500 - 15,500 Macquarie Bank, Ltd. - 204 - 204
- 112,200 - 112,200 Macquarie Infrastructure Group - 171 - 171
13,964 - - 13,964 Mayne Nickless, Ltd. 30 - - 30
28,629 80,714 - 109,343 National Australia Bank, Ltd. 522 1,468 - 1,990
7,266 - - 7,266 Newcrest Mining Ltd. (b) 25 - - 25
29,052 - - 29,052 Newmont Mining Corp. 71 - - 71
30,407 107,453 - 137,860 News Corp., Ltd. 152 537 - 689
6,088 - - 6,088 Onesteel, Ltd. 5 - - 5
11,235 - - 11,235 Orica, Ltd. 55 - - 55
12,770 - - 12,770 Paperlinx, Ltd. 34 - - 34
- 9,800 - 9,800 Publishing and Broadcasting - 49 - 49
7,758 34,020 - 41,778 QBE Insurance Group, Ltd. 29 126 - 155
8,017 13,873 - 21,890 Rio Tinto, Ltd. 144 250 - 394
22,251 - - 22,251 Santos, Ltd. 74 - - 74
12,928 - - 12,928 Southcorp Holdings, Ltd. 36 - - 36
7,008 31,280 - 38,288 Stockland Trust Group 16 72 - 88
6,400 28,100 - 34,500 Suncorp Metway, Ltd. 43 191 - 234
6,588 31,137 - 37,725 TABCORP Holdings, Ltd. 43 203 - 246
97,108 135,100 - 232,208 Telstra Corp., Ltd. 254 354 - 608
4,068 21,500 - 25,568 Westfarmers, Ltd. 62 330 - 392
29,203 - - 29,203 Westfield Trust 53 - - 53
1,069 - - 1,069 Westfield Trust - New (b) 2 - - 2
32,900 112,539 - 145,439 Westpac 273 934 - 1,207
28,144 68,271 - 96,415 WMC, Ltd. 128 311 - 439
- 38,300 - 38,300 Woodside Petroleum, Ltd. - 277 - 277
23,762 64,131 - 87,893 Woolworths, Ltd. 157 423 - 580
------------------------------------------
4,137 11,746 - 15,883
AUSTRIA
122 - - 122 Boehler-Uddeholm AG 5 - - 5
550 - - 550 BWT AG 10 - - 10
- 2,600 - 2,600 Ersete Bank Der Oesterreichischen
Sparkassen AG - 179 - 179
507 - - 507 Flughafen Wein AG 15 - - 15
157 900 - 1,057 Mayr-Melnhof Karton AG 10 56 - 66
1,053 - - 1,053 Oesterreichische
Elektrizitaetswirtschafts AG 80 - - 80
- 940 - 940 OMV AG - 80 - 80
- 14,200 - 14,200 Telekom Austria AG (b) - 120 - 120
335 - - 335 VA Technologie AG 7 - - 7
- 22,300 - 22,300 Westfield Holdings, Ltd. - 176 - 176
1,543 - - 1,543 Wienerberger Baust 22 - - 22
------------------------------------------
149 611 - 760
BELGIUM
- 4,300 - 4,300 Agfa Gevaert NV - 70 - 70
- 4,700 - 4,700 Delhaize-Le Lion SA - 179 - 179
- 43,000 - 43,000 Dexia - 550 - 550
105 1,800 - 1,905 Electrabel SA 24 415 - 439
- 57,400 - 57,400 Fortis Group - 957 - 957
- 4,000 - 4,000 Groupe Bruxelles Lambert SA - 162 - 162
- 8,800 - 8,800 Interbrew Co. - 248 - 248
1,477 5,220 - 6,697 KBC Bancassurance Holding SA 55 193 - 248
986 5,410 - 6,396 Solvay SA 69 374 - 443
1,200 5,300 - 6,500 UCB Cap NPV Ord 41 183 - 224
108 - - 108 Union Miniere SA 4 - - 4
------------------------------------------
193 3,331 - 3,524
DENMARK
500 - - 500 Carlsberg AS 23 - - 23
- 29 - 29 D/S 1912, Class B - 195 - 195
- 19 - 19 D/S Svendborg AS, Class B - 171 - 171
1,700 3,500 - 5,200 Danisco AS 58 120 - 178
11,100 50,070 - 61,170 Danske Bank 201 904 - 1,105
4,600 7,600 - 12,200 Falck AS 134 222 - 356
3,100 3,400 - 6,500 ISS AS (b) 134 147 - 281
FIFTH THIRD INTERNATIONAL EQUITY FUND
FIFTH THIRD INTERNATIONAL GDP FUND
FIFTH THIRD WORLDWIDE FUND
PRO FORMA COMBINING SCHEDULE OF PORTFOLIO INVESTMENTS
AS OF 7/31/02
(AMOUNTS IN THOUSANDS EXCEPT SHARE AMOUNTS)
FIFTH
FIFTH FIFTH FIFTH THIRD FIFTH
THIRD THIRD THIRD INTER- THIRD FIFTH
INTERNATIONAL INTERNATIONAL WORLDWIDE PRO FORMA NATIONAL INTER- THIRD PRO
EQUITY FUND GDP FUND FUND COMBINED EQUITY NATIONAL WORLDWIDE FORMA
PRINCIPAL PRINCIPAL PRINCIPAL PRINCIPAL FUND GDP FUND FUND COMBINED
AMOUNT/ AMOUNT/ AMOUNT/ AMOUNT/ SECURITY MARKET MARKET MARKET MARKET
SHARES SHARES SHARES SHARES DESCRIPTION VALUE VALUE VALUE VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
1,500 16,130 - 17,630 Novo Nordisk AS-B 35 380 - 415
1,600 2,246 - 3,846 Novozymes AS 32 45 - 77
600 8,700 - 9,300 TDC AS 15 214 - 229
500 1,600 - 2,100 William Demant Holdings (b) 10 32 - 42
------------------------------------------
642 2,430 - 3,072
FINLAND
216 - - 216 Avestapolarit Oyj 1 - - 1
9,678 - - 9,678 Fortum Oyj 56 - - 56
400 - - 400 Instrumentarium 8 - - 8
4,189 - - 4,189 Kesko Oyj-B Shares 41 - - 41
740 - - 740 Kone Corporation 21 - - 21
5,105 - - 5,105 Metso Oyj-B Shares 58 - - 58
138,264 262,100 - 400,364 Nokia Oyj 1,722 3,264 - 4,986
2,515 - - 2,515 Outokumpo Oyj 28 - - 28
17,862 - - 17,862 Sampo Insurance Co. 119 - - 119
22,006 - - 22,006 Sonera Oyj (b) 91 - - 91
30,352 30,000 - 60,352 Stora Enso Oyj 354 350 - 704
3,471 - - 3,471 TietoEnator Oyj 58 - - 58
11,703 16,800 - 28,503 UPM-Kym'mene Oyj 382 548 - 930
1,371 - - 1,371 Wartsila Corp. Oyj-B Shares 23 - - 23
------------------------------------------
2,962 4,162 - 7,124
FRANCE
3,904 12,050 - 15,954 Accor SA 129 398 - 527
10,045 - - 10,045 Alcatel 53 - - 53
18,475 56,914 - 75,389 Aventis SA 1,214 3,738 - 4,952
16,861 88,300 - 105,161 AXA SA 215 1,128 - 1,343
10,850 61,310 - 72,160 Banque Nationale de Paris 499 2,818 - 3,317
2,237 - - 2,237 BIC 77 - - 77
9,414 10,960 - 20,374 Bouygues 216 252 - 468
1,265 - - 1,265 Cap Gemini 43 - - 43
12,927 33,936 - 46,863 Carrefour SA 563 1,477 - 2,040
1,705 1,800 - 3,505 Casino Guichard-Perrachon 128 135 - 263
- 4,200 - 4,200 Castorama Dubois Investisse - 271 - 271
5,444 19,532 - 24,976 Compagnie de Saint Gobain 163 584 - 747
838 - - 838 Dassault Systems SA 29 - - 29
754 7,000 - 7,754 Essilor International 28 261 - 289
- 13,900 - 13,900 European Aeronautic Defence And
Space Company - 219 - 219
- 14,500 - 14,500 France Telecom SA - 209 - 209
1,058 - - 1,058 Gecina 97 - - 97
6,332 8,142 - 14,474 Groupe Danone 741 953 - 1,694
273 - - 273 Imerys SA 34 - - 34
1,101 - - 1,101 Klepierre 132 - - 132
3,188 9,821 - 13,009 Lafarge SA 281 865 - 1,146
2,537 8,406 - 10,943 Lagardere Group SCA 105 348 - 453
2,439 6,024 - 8,463 L'Air Liquide SA 342 846 - 1,188
13,570 21,500 - 35,070 L'Oreal SA 951 1,507 - 2,458
9,503 18,500 - 28,003 LVMH Moet-Hennessy Louis Vuitton 420 818 - 1,238
- 8,201 - 8,201 Michelin Class B, Registered Shares - 325 - 325
1,795 4,400 - 6,195 Pechiney SA-A Shares 74 181 - 255
1,841 2,700 - 4,541 Pernod Ricard 158 232 - 390
- 9,872 - 9,872 Peugeot SA - 478 - 478
2,549 3,185 - 5,734 Pinault Printemps 222 278 - 500
- 6,400 - 6,400 Publicis Groupe - 146 - 146
- 9,800 - 9,800 Renault SA - 450 - 450
17,654 25,592 - 43,246 Sanofi-Synthelabo 1,042 1,510 - 2,552
2,423 11,200 - 13,623 Schneider Electric SA 117 539 - 656
113 - - 113 Silic 18 - - 18
1,805 - - 1,805 Simco SA 153 - - 153
5,254 - - 5,254 Societe Fonciere Lyonnaise 149 - - 149
4,773 17,788 - 22,561 Societe Generale-A 267 994 - 1,261
2,688 - - 2,688 Sodexho SA 78 - - 78
2,793 - - 2,793 Sophia 84 - - 84
5,313 37,200 - 42,513 STMicroelectronics NV 112 784 - 896
- 52,000 - 52,000 Suez SA - 1,132 - 1,132
253 1,676 - 1,929 Technip-Coflexip SA 18 120 - 138
3,470 4,225 - 7,695 Thales SA 133 162 - 295
- 8,000 - 8,000 Thomson Multimedia (b) - 188 - 188
19,904 48,923 - 68,827 Total Fina 2,879 7,074 - 9,953
6,110 - - 6,110 Unibail Union Credit 383 - - 383
- 3,780 - 3,780 Vinci - 221 - 221
12,898 64,793 - 77,691 Vivendi Universal 206 1,033 - 1,239
------------------------------------------
12,553 32,674 - 45,227
GERMANY
- 3,400 - 3,400 Adidas AG - 262 - 262
2,289 15,886 - 18,175 Allianz AG 338 2,344 - 2,682
- 7,100 - 7,100 Altana AG - 352 - 352
13,367 55,380 - 68,747 BASF AG 515 2,134 - 2,649
17,017 60,240 - 77,257 Bayer AG 424 1,500 - 1,924
6,327 30,653 - 36,980 Bayerische Vereinsbank AG 128 622 - 750
5,050 2,560 - 7,610 Beiersdorf AG 530 269 - 799
- 9,570 - 9,570 Continental AG - 166 - 166
- 78,087 - 78,087 DaimlerChrysler AG - 3,375 - 3,375
8,183 47,760 - 55,943 Deutsche Bank AG 479 2,795 - 3,274
4,100 18,980 - 23,080 Deutsche Lufthansa AG (b) 50 231 - 281
- 33,700 - 33,700 Deutsche Post AG - 340 - 340
- 171,900 - 171,900 Deutsche Telecom AG - 1,955 - 1,955
FIFTH THIRD INTERNATIONAL EQUITY FUND
FIFTH THIRD INTERNATIONAL GDP FUND
FIFTH THIRD WORLDWIDE FUND
PRO FORMA COMBINING SCHEDULE OF PORTFOLIO INVESTMENTS
AS OF 7/31/02
(AMOUNTS IN THOUSANDS EXCEPT SHARE AMOUNTS)
FIFTH
FIFTH FIFTH FIFTH THIRD FIFTH
THIRD THIRD THIRD INTER- THIRD FIFTH
INTERNATIONAL INTERNATIONAL WORLDWIDE PRO FORMA NATIONAL INTER- THIRD PRO
EQUITY FUND GDP FUND FUND COMBINED EQUITY NATIONAL WORLDWIDE FORMA
PRINCIPAL PRINCIPAL PRINCIPAL PRINCIPAL FUND GDP FUND FUND COMBINED
AMOUNT/ AMOUNT/ AMOUNT/ AMOUNT/ SECURITY MARKET MARKET MARKET MARKET
SHARES SHARES SHARES SHARES DESCRIPTION VALUE VALUE VALUE VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
2,150 - - 2,150 Douglas Holdings AG 47 - - 47
500 - - 500 Epcos AG 9 - - 9
2,350 3,100 - 5,450 Fresenius Medical Care AG 81 106 - 187
1,850 3,200 - 5,050 Gehe AG 75 129 - 204
935 - - 935 Heidelberger Zement AG 39 - - 39
3,100 25,000 - 28,100 Infineon Technologies AG 44 356 - 400
8,903 - - 8,903 IVG Holding AG 87 - - 87
1,650 - - 1,650 Karstadt AG 37 - - 37
2,320 7,260 - 9,580 Linde AG 109 340 - 449
1,780 - - 1,780 MAN AG 35 - - 35
2,535 - - 2,535 Merck KGAA 49 - - 49
8,313 12,773 - 21,086 Metro AG 215 331 - 546
1,234 8,361 - 9,595 Muenchener Rueckver AG 243 1,648 - 1,891
- 980 - 980 Porsche AG - 447 - 447
- 31,750 - 31,750 RWE AG - 1,060 - 1,060
7,550 16,309 - 23,859 SAP AG 563 1,215 - 1,778
3,250 22,700 - 25,950 Schering AG 171 1,193 - 1,364
14,000 80,355 - 94,355 Siemens AG 699 4,013 - 4,712
8,820 29,340 - 38,160 Thyssen Krupp AG 115 384 - 499
3,030 - - 3,030 TUI AG 63 - - 63
24,567 61,482 - 86,049 VEBA AG 1,196 2,996 - 4,192
- 19,370 - 19,370 Volkswagen AG - 889 - 889
766 - - 766 WCM Beteiligungs & Grund (b) 3 - - 3
------------------------------------------
6,344 31,452 - 37,796
GREAT BRITAIN
11,893 - - 11,893 3i Group PLC 109 - - 109
11,327 - - 11,327 Amvescap PLC 86 - - 86
9,382 100,000 - 109,382 Arm Holdings PLC (b) 22 230 - 252
52,458 85,332 - 137,790 AstraZeneca PLC 1,877 3,053 - 4,930
28,249 65,341 - 93,590 Aviva PLC 188 434 - 622
6,269 - - 6,269 AWG PLC 47 - - 47
31,712 - - 31,712 BAA PLC 247 - - 247
116,675 50,000 - 166,675 BAE Systems PLC 543 233 - 776
149,448 300,880 - 450,328 Barclays PLC 1,142 2,298 - 3,440
107,982 - - 107,982 BG Group PLC 447 - - 447
57,284 - - 57,284 BHP Billiton PLC 271 - - 271
12,161 - - 12,161 BOC Group PLC 170 - - 170
22,281 - - 22,281 Boots Co. PLC 195 - - 195
767,180 1,123,046 - 1,890,226 BP Amoco PLC 5,955 8,720 - 14,675
12,101 - - 12,101 BPB PLC 54 - - 54
46,079 - - 46,079 Brambles Industries PLC 182 - - 182
43,380 - - 43,380 British Airways PLC (b) 108 - - 108
93,611 83,700 - 177,311 British American Tobacco PLC 1,051 940 - 1,991
39,760 - - 39,760 British Land Co. PLC 340 - - 340
31,925 - - 31,925 British Sky Broadcasting Group
PLC (b) 299 - - 299
250,397 375,088 - 625,485 BT Group PLC (b) 788 1,181 - 1,969
11,327 - - 11,327 Bunzl PLC 80 - - 80
81,088 52,000 - 133,088 Cadbury Schweppes PLC 562 360 - 922
46,281 - - 46,281 Canary Wharf Group PLC (b) 304 - - 304
44,688 - - 44,688 Capita Group Ord 205 - - 205
13,061 - - 13,061 Carlton Communications PLC 37 - - 37
- 25,000 - 25,000 Celltech Group PLC (b) - 156 - 156
140,843 - - 140,843 Centrica PLC 358 - - 358
24,689 - - 24,689 Chelsfield PLC 107 - - 107
43,076 - - 43,076 Chubb PLC (b) 89 - - 89
62,039 84,573 - 146,612 Compass Group PLC 306 417 - 723
77,708 - - 77,708 Corus Group PLC (b) 73 - - 73
13,446 - - 13,446 De La Rue PLC 63 - - 63
4,800 - - 4,800 Derwent Valley Holdings PLC 51 - - 51
143,177 138,212 - 281,389 Diageo PLC 1,736 1,675 - 3,411
49,822 - - 49,822 Dixons Group PLC 127 - - 127
14,456 - - 14,456 EMI Group PLC 50 - - 50
18,190 - - 18,190 GKN PLC 77 - - 77
209,610 257,871 - 467,481 Glaxosmithkline PLC 4,070 5,007 - 9,077
60,226 - - 60,226 Granada Compass PLC 90 - - 90
27,363 - - 27,363 Grantchester Holdings PLC 88 - - 88
32,003 - - 32,003 Great Universal Stores PLC 243 - - 243
11,030 - - 11,030 Hammerson PLC 96 - - 96
18,401 - - 18,401 Hanson PLC 113 - - 113
107,730 - - 107,730 Hays PLC 216 - - 216
67,525 76,610 - 144,135 HBOS PLC 760 862 - 1,622
61,773 - - 61,773 Hilton Group PLC 190 - - 190
202,098 397,064 - 599,162 HSBC Holdings PLC 2,321 4,559 - 6,880
29,288 - - 29,288 Imperial Chemical Industries PLC 137 - - 137
121,876 - - 121,876 Invensys PLC 128 - - 128
5,574 - - 5,574 Johnson Matthey PLC 77 - - 77
12,537 - - 12,537 Kelda Group PLC 75 - - 75
34,764 - - 34,764 Kingfisher PLC 105 - - 105
25,498 - - 25,498 Land Securities PLC 327 - - 327
148,087 - - 148,087 Lattice Group PLC 381 - - 381
66,167 - - 66,167 Legal & General Group PLC 121 - - 121
118,559 127,906 - 246,465 Lloyds TSB Group PLC 1,184 1,278 - 2,462
8,521 - - 8,521 Logica PLC 27 - - 27
66,597 - - 66,597 Marks & Spencer PLC 354 - - 354
15,550 - - 15,550 Misys PLC 57 - - 57
144,957 - - 144,957 National Grid Group PLC 1,000 - - 1,000
FIFTH THIRD INTERNATIONAL EQUITY FUND
FIFTH THIRD INTERNATIONAL GDP FUND
FIFTH THIRD WORLDWIDE FUND
PRO FORMA COMBINING SCHEDULE OF PORTFOLIO INVESTMENTS
AS OF 7/31/02
(AMOUNTS IN THOUSANDS EXCEPT SHARE AMOUNTS)
FIFTH
FIFTH FIFTH FIFTH THIRD FIFTH
THIRD THIRD THIRD INTER- THIRD FIFTH
INTERNATIONAL INTERNATIONAL WORLDWIDE PRO FORMA NATIONAL INTER- THIRD PRO
EQUITY FUND GDP FUND FUND COMBINED EQUITY NATIONAL WORLDWIDE FORMA
PRINCIPAL PRINCIPAL PRINCIPAL PRINCIPAL FUND GDP FUND FUND COMBINED
AMOUNT/ AMOUNT/ AMOUNT/ AMOUNT/ SECURITY MARKET MARKET MARKET MARKET
SHARES SHARES SHARES SHARES DESCRIPTION VALUE VALUE VALUE VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
19,058 - - 19,058 Nycomed Amersham PLC 161 - - 161
17,232 - - 17,232 P & O Princess Cruises PLC 118 - - 118
10,626 - - 10,626 Pearson PLC 102 - - 102
17,232 - - 17,232 Peninsular & Oriental Steam
Navigation Co. PLC 58 - - 58
9,800 - - 9,800 Pillar Property PLC 60 - - 60
24,635 84,733 - 109,368 Prudential Corp. PLC 189 651 - 840
19,188 - - 19,188 Reed International PLC 165 - - 165
124,565 - - 124,565 Rentokil Initial PLC 452 - - 452
26,157 - - 26,157 Reuters Holding PLC 112 - - 112
10,655 - - 10,655 Rexam PLC 69 - - 69
25,892 46,300 - 72,192 Rio Tinto PLC 445 796 - 1,241
7,022 - - 7,022 RMC Group PLC 58 - - 58
1,980 - - 1,980 Rolls-Royce PLC 5 - - 5
17,927 - - 17,927 Royal & Sun Alliance Insurance
Group PLC 48 - - 48
57,240 136,877 - 194,117 Royal Bank of Scotland Group PLC 1,502 3,592 - 5,094
28,574 - - 28,574 Sage Group PLC 60 - - 60
52,134 - - 52,134 Sainsbury PLC 260 - - 260
6,148 - - 6,148 Schroders PLC 52 - - 52
92,607 - - 92,607 Scot Power PLC 506 - - 506
6,139 - - 6,139 Scottish & Newcastle PLC 55 - - 55
93,420 - - 93,420 Scottish & Southern Energy PLC 941 - - 941
29,979 - - 29,979 Serco Group PLC 77 - - 77
11,091 - - 11,091 Severn Trent PLC 108 - - 108
164,504 402,000 - 566,504 Shell Transportation & Trading
Co. PLC 1,120 2,738 - 3,858
32,593 - - 32,593 Six Continents, PLC 312 - - 312
12,460 - - 12,460 Slough Estates PLC 64 - - 64
12,995 - - 12,995 Smith & Nephew PLC 68 - - 68
7,531 - - 7,531 Spirent PLC 9 - - 9
463 - - 463 SSL International PLC 2 - - 2
8,972 - - 8,972 Tate & Lyle PLC 44 - - 44
191,132 357,443 - 548,575 Tesco PLC 653 1,221 - 1,874
120,583 117,410 - 237,993 Unilever PLC 1,060 1,032 - 2,092
978,865 3,619,618 - 4,598,483 Vodaphone Airtouch PLC 1,483 5,485 - 6,968
16,228 - - 16,228 WPP Group PLC 123 - - 123
------------------------------------------
41,047 46,918 - 87,965
GREECE
- 4,000 - 4,000 Alpha Credit Bank SA - 53 - 53
- 7,100 - 7,100 Hellenic Bottling Co., SA - 117 - 117
- 6,900 - 6,900 Hellenic Petroleum SA - 40 - 40
- 18,900 - 18,900 Hellenic Telecommunication
Organization - 262 - 262
- 8,000 - 8,000 National Bank of Greece SA - 147 - 147
- 1,300 - 1,300 Papastratos Cigarette Co. - 20 - 20
1,400 - - 1,400 Titan Cement Co. 55 - - 55
------------------------------------------
55 639 - 694
HONG KONG
80,798 - - 80,798 Bank of East Asia, Ltd. 156 - - 156
59,000 - - 59,000 Cathay Pacific Airways, Ltd. 92 - - 92
89,000 67,000 - 156,000 Cheung Kong Holdings, Ltd. 705 530 - 1,235
103,600 80,580 - 184,180 CLP Holdings, Ltd. 406 316 - 722
29,000 - - 29,000 Esprit Asia Holdings, Ltd. 51 - - 51
69,000 - - 69,000 Hang Lung Properties, Ltd. 74 - - 74
45,300 34,000 - 79,300 Hang Seng Bank, Ltd. 501 376 - 877
36,000 - - 36,000 Henderson Land Development, Ltd. 143 - - 143
219,648 164,700 - 384,348 Hong Kong & China Gas Co., Ltd. 284 213 - 497
82,000 62,000 - 144,000 Hong Kong Electric Holdings, Ltd. 308 233 - 541
62,000 - - 62,000 Hong Kong Exchanges & Clearing,
Ltd. 90 - - 90
117,100 94,900 - 212,000 Hutchison Whampoa, Ltd. 855 694 - 1,549
87,000 - - 87,000 Johnson Electric Holdings, Ltd. 92 - - 92
94,000 - - 94,000 Li & Fung, Ltd. 113 - - 113
75,000 - - 75,000 MTR Corp. 94 - - 94
82,788 - - 82,788 New World Development Co., Ltd. 60 - - 60
539,235 - - 539,235 Pacific Century Cyberworks,
Ltd. (b) 113 - - 113
78,000 59,136 - 137,136 Sun Hung Kai Properties, Ltd. 585 444 - 1,029
55,500 28,000 - 83,500 Swire Pacific, Ltd. 250 126 - 376
17,000 - - 17,000 Television Broadcasts, Ltd. 57 - - 57
72,600 - - 72,600 Wharf Holdings, Ltd. 153 - - 153
------------------------------------------
5,182 2,932 - 8,114
INDONESIA
19,000 - - 19,000 Mulia Industrindo Tbk (b) # - - - -
------------------------------------------
- - - -
IRELAND
12,700 60,779 - 73,479 Allied Irish Banks PLC 153 726 - 879
- 11,000 - 11,000 Bank of Ireland - 123 - 123
100 - - 100 Carbon AG (b) 2 - - 2
12,716 28,419 - 41,135 CRH PLC 189 427 - 616
- 5,900 - 5,900 DCC PLC - 56 - 56
22,800 - - 22,800 Green Property PLC 135 - - 135
3,900 13,527 - 17,427 Irish Life & Permanent PLC 48 165 - 213
24,500 - - 24,500 Jefferson Smurfit Group PLC 70 - - 70
2,505 11,900 - 14,405 Kerry Group PLC - A 21 161 - 182
- 29,200 - 29,200 Ryanair Holdings PLC (b) - 175 - 175
------------------------------------------
618 1,833 - 2,451
ITALY
6,295 42,600 - 48,895 Alleanza Assicurazioni SpA 48 322 - 370
12,971 98,363 - 111,334 Assicurazioni Generali 253 1,916 - 2,169
3,566 17,100 - 20,666 Autogrill SpA 35 167 - 202
FIFTH THIRD INTERNATIONAL EQUITY FUND
FIFTH THIRD INTERNATIONAL GDP FUND
FIFTH THIRD WORLDWIDE FUND
PRO FORMA COMBINING SCHEDULE OF PORTFOLIO INVESTMENTS
AS OF 7/31/02
(AMOUNTS IN THOUSANDS EXCEPT SHARE AMOUNTS)
FIFTH
FIFTH FIFTH FIFTH THIRD FIFTH
THIRD THIRD THIRD INTER- THIRD FIFTH
INTERNATIONAL INTERNATIONAL WORLDWIDE PRO FORMA NATIONAL INTER- THIRD PRO
EQUITY FUND GDP FUND FUND COMBINED EQUITY NATIONAL WORLDWIDE FORMA
PRINCIPAL PRINCIPAL PRINCIPAL PRINCIPAL FUND GDP FUND FUND COMBINED
AMOUNT/ AMOUNT/ AMOUNT/ AMOUNT/ SECURITY MARKET MARKET MARKET MARKET
SHARES SHARES SHARES SHARES DESCRIPTION VALUE VALUE VALUE VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
- 77,500 - 77,500 Autostrade SpA - 629 - 629
- 93,580 - 93,580 Banc Monte dei Paschi di Seina SpA - 263 - 263
- 31,700 - 31,700 Banca Fideuram SpA - 147 - 147
- 203,000 - 203,000 Banca Nazionale Lavoro Ord. (b) - 280 - 280
2,831 - - 2,831 Banca Popolare 11 - - 11
- 17,100 - 17,100 Banca Popolare di Milano - 69 - 69
2,922 - - 2,922 Benetton Group SpA 31 - - 31
266,200 - - 266,200 Beni Stabili SpA 139 - - 139
8,272 139,198 - 147,470 Capitalia SpA 12 194 - 206
84,041 332,600 - 416,641 Credito Italiano 325 1,288 - 1,613
162,801 221,650 - 384,451 Enel SpA 774 1,054 - 1,828
125,159 247,700 - 372,859 ENI SpA 1,890 3,742 - 5,632
93,874 367,199 - 461,073 IntesaBci SpA 212 830 - 1,042
- 65,650 - 65,650 IntesaBci SpA-RNC - 109 - 109
1,053 - - 1,053 Italcementi SpA 10 - - 10
10,429 23,400 - 33,829 Italgas SpA 99 222 - 321
- 15,000 - 15,000 Luxottica Group SpA - 228 - 228
14,821 66,300 - 81,121 Mediaset SpA 110 493 - 603
10,004 23,770 - 33,774 Mediobanca SpA 81 193 - 274
38,428 53,300 - 91,728 Parmalat Finanziaria SpA 100 138 - 238
38,405 - - 38,405 Pirelli SpA 38 - - 38
4,835 37,542 - 42,377 RAS SpA 54 420 - 474
3,721 - - 3,721 Rinascente 12 - - 12
24,002 35,812 - 59,814 San Paolo IMI SpA 184 274 - 458
6,546 - - 6,546 Snia SpA 13 - - 13
62,770 229,500 - 292,270 Telecom Italia 496 1,814 - 2,310
173,111 396,420 - 569,531 Telecom Italia Mobile SpA 776 1,776 - 2,552
4,917 182,500 - 187,417 Telecom Italia SpA-RNC 26 966 - 992
------------------------------------------
5,729 17,534 - 23,263
JAPAN
2,720 3,000 - 5,720 Acom Co., Ltd. 164 181 - 345
1,700 5,600 - 7,300 Advantest 87 286 - 373
8,800 15,000 - 23,800 AEON Co., Ltd. 243 415 - 658
300 - - 300 Aiful Corp. 19 - - 19
24,400 46,000 - 70,400 Ajinomoto Co., Inc. 249 469 - 718
4,000 13,000 - 17,000 Alps Electric Co., Ltd. 50 163 - 213
8,000 - - 8,000 Amada Co., Ltd. 38 - - 38
12,000 19,000 - 31,000 Asahi Breweries, Ltd. 100 158 - 258
35,800 48,000 - 83,800 Asahi Glass Co., Ltd. 218 293 - 511
32,000 55,000 - 87,000 Asahi Kasei Corp. 96 165 - 261
1,100 - - 1,100 Asatsu, Ltd. 22 - - 22
11,000 41,000 - 52,000 Bank of Yokohama, Ltd. 46 172 - 218
1,000 - - 1,000 Banyu Pharmaceutical Co., Ltd. 11 - - 11
140 - - 140 Bellsystem 24 Inc. 36 - - 36
3,400 - - 3,400 Benesse Corp. 60 - - 60
22,000 60,000 - 82,000 Bridgestone Corp. 310 847 - 1,157
21,400 48,000 - 69,400 Canon, Inc. 725 1,627 - 2,352
12,800 - - 12,800 Casio Computer Co., Ltd. 77 - - 77
46 66 - 112 Central Japan Railway Co. 277 397 - 674
2,000 - - 2,000 Chiba Bank, Ltd. 7 - - 7
4,100 28,000 - 32,100 Chubu Electric Power Company, Inc. 74 505 - 579
7,600 12,000 - 19,600 Chugai Pharmaceutical Co., Ltd. 73 115 - 188
8,000 - - 8,000 Citizen Watch Co., Ltd. 53 - - 53
2,500 5,300 - 7,800 Credit Saison Co., Ltd. 59 124 - 183
1,400 4,000 - 5,400 CSK Corp. 43 124 - 167
24,600 37,000 - 61,600 Dai Nippon Printing Co., Ltd. 279 420 - 699
5,000 - - 5,000 Daicel Chemical Industries, Ltd. 15 - - 15
5,800 - - 5,800 Daiei, Inc. (b) 11 - - 11
5,000 10,000 - 15,000 Daiichi Pharmaceutical Co., Ltd. 83 166 - 249
4,000 7,000 - 11,000 Daikin Kogyo Corp. 78 137 - 215
17,000 26,000 - 43,000 Dainippon Ink & Chemicals, Inc. 33 50 - 83
3,600 - - 3,600 Daito Trust Construction Co., Ltd. 72 - - 72
27,483 - - 27,483 Daiwa Bank Hldgs Inc NPV (b) 21 - - 21
17,600 - - 17,600 Daiwa House Co., Ltd. 107 - - 107
33,000 58,000 - 91,000 Daiwa Securities Group, Ltd. 177 311 - 488
11,000 - - 11,000 Denki Kagaku Kogyo Kabushiki
Kaisha, Ltd. 30 - - 30
17,150 31,000 - 48,150 Denso Corp. 268 485 - 753
7,000 - - 7,000 Dowa Mining Co., Ltd. 30 - - 30
103 200 - 303 East Japan Railway Co. 482 935 - 1,417
10,800 - - 10,800 Ebara Corp. 49 - - 49
6,000 14,000 - 20,000 Eisai Co., Ltd. 145 337 - 482
5,500 6,800 - 12,300 Fanuc Co., Ltd. 241 298 - 539
600 - - 600 Fuji Machine Mfg Co., Ltd. 8 - - 8
14,000 27,000 - 41,000 Fuji Photo Film Co., Ltd. 434 836 - 1,270
800 - - 800 Fuji Soft ABC, Inc. 29 - - 29
5 - - 5 Fuji Television Network 29 - - 29
6,000 - - 6,000 Fujikura 20 - - 20
2,000 10,000 - 12,000 Fujisawa Pharmaceutical Co. 42 210 - 252
41,000 97,000 - 138,000 Fujitsu, Ltd. 239 565 - 804
17,800 - - 17,800 Furukawa Electric Co., Ltd. 55 - - 55
3,000 - - 3,000 Gunma Bank, Ltd. 13 - - 13
2,000 - - 2,000 Hankyu Department Stores, Inc. 14 - - 14
800 1,000 - 1,800 Hirose Electric Co., Ltd. 61 76 - 137
70,000 127,000 - 197,000 Hitachi, Ltd. 403 732 - 1,135
17,851 36,200 - 54,051 Honda Motor Co., Ltd. 742 1,505 - 2,247
2,700 6,000 - 8,700 Hoya Corp. 171 381 - 552
FIFTH THIRD INTERNATIONAL EQUITY FUND
FIFTH THIRD INTERNATIONAL GDP FUND
FIFTH THIRD WORLDWIDE FUND
PRO FORMA COMBINING SCHEDULE OF PORTFOLIO INVESTMENTS
AS OF 7/31/02
(AMOUNTS IN THOUSANDS EXCEPT SHARE AMOUNTS)
FIFTH
FIFTH FIFTH FIFTH THIRD FIFTH
THIRD THIRD THIRD INTER- THIRD FIFTH
INTERNATIONAL INTERNATIONAL WORLDWIDE PRO FORMA NATIONAL INTER- THIRD PRO
EQUITY FUND GDP FUND FUND COMBINED EQUITY NATIONAL WORLDWIDE FORMA
PRINCIPAL PRINCIPAL PRINCIPAL PRINCIPAL FUND GDP FUND FUND COMBINED
AMOUNT/ AMOUNT/ AMOUNT/ AMOUNT/ SECURITY MARKET MARKET MARKET MARKET
SHARES SHARES SHARES SHARES DESCRIPTION VALUE VALUE VALUE VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
3,000 - - 3,000 Isetan Co., Ltd. 27 - - 27
4,000 - - 4,000 Ishihara Sangyo Kaisha, Ltd. (b) 6 - - 6
20,000 - - 20,000 Ishikawajima-Harima Heavy
Industries Co., Ltd. 28 - - 28
11,000 19,000 - 30,000 Ito Yokado Co., Ltd. 506 874 - 1,380
32,000 82,000 - 114,000 Itochu Corp. 98 250 - 348
25,000 - - 25,000 Japan Airlines Co., Ltd. 67 - - 67
18,000 - - 18,000 Japan Energy Corp. 25 - - 25
4,000 - - 4,000 Japan Synthetic Rubber 30 - - 30
35 51 - 86 Japan Tobacco, Inc. 228 333 - 561
3,000 - - 3,000 JGC Corp. 20 - - 20
10,000 - - 10,000 Joyo Bank, Ltd. 26 - - 26
32,400 67,000 - 99,400 Kajima Corp. 96 199 - 295
7,000 15,000 - 22,000 Kaneka Corp. 44 94 - 138
27,600 17,800 - 45,400 Kansai Electric Power Co., Inc. 423 273 - 696
18,000 33,000 - 51,000 Kao Corp. 406 744 - 1,150
24,000 - - 24,000 Kawasaki Heavy Industries,
Ltd. (b) 27 - - 27
63,000 224,000 - 287,000 Kawasaki Steel Corp. 76 271 - 347
11,000 - - 11,000 Keihin Electric Express Railway
Co., Ltd. 50 - - 50
4,000 - - 4,000 Keio Electric Railway CO., Ltd. 20 - - 20
700 - - 700 Keyence Corp. 131 - - 131
3,000 - - 3,000 Kikkoman Corp. 19 - - 19
46,230 - - 46,230 Kinki Nippon Railway Co., Ltd. 139 - - 139
34,400 43,000 - 77,400 Kirin Brewery Co., Ltd. 227 284 - 511
4,000 - - 4,000 Kokuyo Co., Ltd. 40 - - 40
30,400 67,000 - 97,400 Komatsu, Ltd. 101 223 - 324
2,500 - - 2,500 Konami Co., Ltd. 51 - - 51
5,000 - - 5,000 Konica Corp. 30 - - 30
44,000 65,000 - 109,000 Kubota Corp. 133 197 - 330
9,000 16,000 - 25,000 Kuraray Co., Ltd. 60 107 - 167
2,000 - - 2,000 Kurita Water Industries, Ltd. 24 - - 24
4,000 7,400 - 11,400 Kyocera Corp. 270 499 - 769
7,200 - - 7,200 Kyowa Hakko Kogyo Co., Ltd. 37 - - 37
2,700 17,000 - 19,700 Kyushu Electric Power Co., Inc. 39 247 - 286
200 - - 200 Mabuchi Motor Co. Ltd. 19 - - 19
32,800 - - 32,800 Marubeni Corp. (b) 35 - - 35
9,000 26,000 - 35,000 Marui Co., Ltd. 104 299 - 403
2,200 - - 2,200 Matsushita Communication
Industrial Co., Ltd. 78 - - 78
51,000 103,000 - 154,000 Matsushita Electric Industrial
Co., Ltd. 633 1,279 - 1,912
3,000 - - 3,000 Matsushita Electric Works 19 - - 19
6,000 - - 6,000 Meiji Seika Co., Ltd. 20 - - 20
1,000 - - 1,000 Meitec Corp. 30 - - 30
- 75 - 75 Millea Holdings, Inc. (b) - 589 - 589
7,000 - - 7,000 Minebea Co., Ltd. 38 - - 38
48,000 73,000 - 121,000 Mitsubishi Chemical Corp. 95 144 - 239
34,000 75,000 - 109,000 Mitsubishi Corp. 210 464 - 674
57,800 88,000 - 145,800 Mitsubishi Electric Corp. 221 337 - 558
28,000 41,000 - 69,000 Mitsubishi Estate Co., Ltd. 223 327 - 550
100,000 232,000 - 332,000 Mitsubishi Heavy Industries, Ltd. 268 622 - 890
2,000 - - 2,000 Mitsubishi Logistics Corp. 13 - - 13
25,200 - - 25,200 Mitsubishi Materials Corp. 42 - - 42
13,000 - - 13,000 Mitsubishi Rayon Co., Ltd. 39 - - 39
44 154 - 198 Mitsubishi Tokyo Financial
Group, Inc. 298 1,044 - 1,342
34,800 73,000 - 107,800 Mitsui & Co., Ltd. 188 395 - 583
13,000 - - 13,000 Mitsui Chemicals Inc. 61 - - 61
18,400 43,000 - 61,400 Mitsui Fudosan Co., Ltd. 144 336 - 480
- 74,230 - 74,230 Mitsui Marine & Fire Insurance
Co., Ltd. - 356 - 356
16,000 - - 16,000 Mitsui Mining & Smelting Co., Ltd. 48 - - 48
31,713 - - 31,713 Mitsui Trust Holding, Inc. 75 - - 75
15,600 - - 15,600 Mitsukoshi, Ltd. 45 - - 45
74 230 - 304 Mizuho Holdings, Inc. 175 545 - 720
5,800 10,000 - 15,800 Murata Manufacturing Co., Ltd. 303 522 - 825
36,200 63,000 - 99,200 NEC Corp. 216 376 - 592
30,400 52,000 - 82,400 New Oji Paper Co. 148 253 - 401
11,600 16,000 - 27,600 NGK Insulators, Ltd. 85 118 - 203
8,000 - - 8,000 NGK Spark Plug Co., Ltd. 57 - - 57
800 1,000 - 1,800 Nidec Corp. 47 58 - 105
9,000 - - 9,000 Nikko Securities Co., Ltd. 38 - - 38
6,000 - - 6,000 Nikon Corp. 56 - - 56
3,400 4,000 - 7,400 Nintendo Co., Ltd. 426 501 - 927
25,600 75,000 - 100,600 Nippon Express Co., Ltd. 128 376 - 504
7,600 10,000 - 17,600 Nippon Meat Packers, Inc. 92 121 - 213
49,800 101,800 - 151,600 Nippon Oil Co., Ltd. 222 455 - 677
10,000 - - 10,000 Nippon Sheet Glass Co., Ltd. 29 - - 29
175,800 314,000 - 489,800 Nippon Steel Corp. 254 454 - 708
209 198 - 407 Nippon Telegraph and Telephone
Corp. 855 810 - 1,665
21 43 - 64 Nippon Unipac Holding 111 227 - 338
35,000 56,000 - 91,000 Nippon Yusen Kabushiki Kaisha 113 180 - 293
4,000 - - 4,000 Nissan Chemical Industries, Ltd. 20 - - 20
60,600 150,000 - 210,600 Nissan Motors Co., Ltd. 424 1,050 - 1,474
3,000 - - 3,000 Nisshin Flour Milling Co., Ltd. 22 - - 22
2,000 - - 2,000 Nisshinbo Industries, Inc. 9 - - 9
1,900 - - 1,900 Nissin Food Products Co., Ltd. 38 - - 38
4,200 12,000 - 16,200 Nitto Denko Corp. 120 343 - 463
75,000 - - 75,000 NKK Corp. (b) 68 - - 68
47,000 96,000 - 143,000 Nomura Securities Co., Ltd. 628 1,283 - 1,911
20,000 - - 20,000 NSK, Ltd. 71 - - 71
FIFTH THIRD INTERNATIONAL EQUITY FUND
FIFTH THIRD INTERNATIONAL GDP FUND
FIFTH THIRD WORLDWIDE FUND
PRO FORMA COMBINING SCHEDULE OF PORTFOLIO INVESTMENTS
AS OF 7/31/02
(AMOUNTS IN THOUSANDS EXCEPT SHARE AMOUNTS)
FIFTH
FIFTH FIFTH FIFTH THIRD FIFTH
THIRD THIRD THIRD INTER- THIRD FIFTH
INTERNATIONAL INTERNATIONAL WORLDWIDE PRO FORMA NATIONAL INTER- THIRD PRO
EQUITY FUND GDP FUND FUND COMBINED EQUITY NATIONAL WORLDWIDE FORMA
PRINCIPAL PRINCIPAL PRINCIPAL PRINCIPAL FUND GDP FUND FUND COMBINED
AMOUNT/ AMOUNT/ AMOUNT/ AMOUNT/ SECURITY MARKET MARKET MARKET MARKET
SHARES SHARES SHARES SHARES DESCRIPTION VALUE VALUE VALUE VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
11,000 - - 11,000 NTN, Corp. 40 - - 40
22 - - 22 NTT Data Corp. 87 - - 87
260 1,025 - 1,285 NTT DoCoMo, Inc. 580 2,285 - 2,865
15,000 - - 15,000 Obayashi Corp. 41 - - 41
15,000 - - 15,000 Oki Electric Industry Co.,
Ltd. (b) 28 - - 28
4,000 - - 4,000 Olympus Optical Co., Ltd. 53 - - 53
6,000 9,000 - 15,000 Omron Corp. 86 130 - 216
5,000 - - 5,000 Onward Kashiyama Co., Ltd. 47 - - 47
300 - - 300 Oracle Corp. Japan 11 - - 11
2,200 - - 2,200 Oriental Land Co., Ltd. 154 - - 154
1,840 6,000 - 7,840 Orix Corp. 127 414 - 541
66,200 - - 66,200 Osaka Gas Co., Ltd. 155 - - 155
4,801 6,000 - 10,801 Pioneer Electronic Corp. 82 103 - 185
2,800 - - 2,800 Promise Co., Ltd. 129 - - 129
16,000 - - 16,000 Ricoh Co., Ltd. 262 - - 262
2,700 6,600 - 9,300 Rohm Co., Ltd. 354 864 - 1,218
12,800 16,000 - 28,800 Sankyo Co., Ltd. 165 206 - 371
700 - - 700 Sanrio Co., Ltd. 6 - - 6
51,000 57,000 - 108,000 Sanyo Electric Co., Ltd. 214 239 - 453
8,100 15,000 - 23,100 Secom Co., Ltd. 387 716 - 1,103
3,900 5,700 - 9,600 Sega Enterprises, Ltd. (b) 85 125 - 210
4,000 - - 4,000 Seiyu, Ltd. (b) 12 - - 12
8,000 - - 8,000 Sekisui Chemical Co., Ltd. 26 - - 26
20,600 22,000 - 42,600 Sekisui House, Ltd. 157 168 - 325
6,000 21,000 - 27,000 Seven-Eleven Japan Co., Ltd. 225 789 - 1,014
25,200 40,000 - 65,200 Sharp Corp. 308 490 - 798
400 - - 400 Shimamura Co., Ltd. 29 - - 29
3,100 - - 3,100 Shimano, Inc. 45 - - 45
24,600 55,000 - 79,600 Shimizu Construction 83 185 - 268
8,648 30,000 - 38,648 Shin-Etsu Chemical Co. 300 1,042 - 1,342
7,000 16,000 - 23,000 Shionogi & Co., Ltd. 70 161 - 231
10,800 1,600 - 12,400 Shisiedo Co., Ltd. 140 208 - 348
8,000 44,000 - 52,000 Shizuoka Bank, Ltd. 51 279 - 330
24,000 41,000 - 65,000 Showa Denko KK (b) 36 62 - 98
6,000 - - 6,000 Showa Shell Sekiyu KK 33 - - 33
5,000 7,000 - 12,000 Skylark Co., Ltd. 111 155 - 266
1,800 3,000 - 4,800 SMC Corp. 184 307 - 491
6,900 - - 6,900 Softbank Corp. 78 - - 78
21,198 53,700 - 74,898 Sony Corp. 958 2,425 - 3,383
4,000 - - 4,000 Sumitomo Bakelite Co. 24 - - 24
37,600 69,000 - 106,600 Sumitomo Chemical Co., Ltd. 150 276 - 426
22,200 43,000 - 65,200 Sumitomo Corp. 120 232 - 352
15,400 52,000 - 67,400 Sumitomo Electric Industries 97 328 - 425
90,000 - - 90,000 Sumitomo Metal Industry, Ltd. (b) 39 - - 39
13,600 28,000 - 41,600 Sumitomo Metal Mining Co., Ltd. 59 121 - 180
45,000 142,400 - 187,400 Sumitomo Mitsui Banking Corp. 238 754 - 992
3,000 - - 3,000 Sumitomo Realty & Development
Co., Ltd. 19 - - 19
6,000 - - 6,000 Sumitomo Trust & Banking 28 - - 28
20,000 - - 20,000 Taiheiyo Cement Corp. 38 - - 38
33,400 - - 33,400 Taisei Construction 70 - - 70
8,800 - - 8,800 Taisho Pharmaceutical Co. 134 - - 134
3,000 - - 3,000 Taiyo Yuden Co., Ltd. 44 - - 44
4,000 - - 4,000 Taka Shi Maya Co., Ltd. 22 - - 22
3,000 - - 3,000 Takara Shuzo Co., Ltd. 19 - - 19
19,400 55,000 - 74,400 Takeda Chemical Industries, Ltd. 807 2,287 - 3,094
3,120 5,000 - 8,120 Takefuji Corp. 208 333 - 541
3,000 - - 3,000 Takuma Co., Ltd. 23 - - 23
2,900 - - 2,900 TDK Corp. 131 - - 131
22,400 35,000 - 57,400 Teijin, Ltd. 77 120 - 197
4,000 - - 4,000 Teikoku Oil Co., Ltd. 15 - - 15
6,200 - - 6,200 Terumo Corp. 77 - - 77
2,000 - - 2,000 The 77 Bank, Ltd. 7 - - 7
4,000 23,000 - 27,000 The Bank of Fukuoka, Ltd. 17 96 - 113
700 - - 700 THK Co, Ltd. 12 - - 12
651 - - 651 TIS, Inc. 15 - - 15
26,600 - - 26,600 Tobu Railway Co., Ltd. 71 - - 71
1,600 - - 1,600 Toho Co. 18 - - 18
13,100 19,500 - 32,600 Tohoku Electric Power Co., Ltd. 182 270 - 452
3,000 - - 3,000 Tokyo Broadcasting System, Inc. 62 - - 62
39,100 50,900 - 90,000 Tokyo Electric Power Co., Inc. 795 1,035 - 1,830
3,700 13,000 - 16,700 Tokyo Electronics, Ltd. 189 665 - 854
71,600 153,000 - 224,600 Tokyo Gas Co., Ltd. 185 396 - 581
28,400 76,000 - 104,400 Tokyu Corp. 108 289 - 397
3,000 - - 3,000 Tonengeneral Sekiyu K.K. 18 - - 18
22,600 43,000 - 65,600 Toppan Printing Co., Ltd. 198 377 - 575
33,100 53,000 - 86,100 Toray Co. 84 135 - 219
70,000 109,000 - 179,000 Toshiba Corp. 263 410 - 673
13,000 21,000 - 34,000 Tosoh Corp. 40 65 - 105
5,000 14,000 - 19,000 Tostem Corp. 79 220 - 299
15,600 - - 15,600 Toto, Ltd. 69 - - 69
5,000 - - 5,000 Toyo Seikan Kaisha, Ltd. 57 - - 57
2,000 - - 2,000 Toyobo Co., Ltd. 3 - - 3
1,100 - - 1,100 Toyota Automatic Loom Works 17 - - 17
72,800 133,800 - 206,600 Toyota Motor Corp. 1,741 3,200 - 4,941
200 - - 200 Trans Cosmos, Inc. 4 - - 4
700 - - 700 Trend Micro, Inc. (b) 18 - - 18
FIFTH THIRD INTERNATIONAL EQUITY FUND
FIFTH THIRD INTERNATIONAL GDP FUND
FIFTH THIRD WORLDWIDE FUND
PRO FORMA COMBINING SCHEDULE OF PORTFOLIO INVESTMENTS
AS OF 7/31/02
(AMOUNTS IN THOUSANDS EXCEPT SHARE AMOUNTS)
FIFTH
FIFTH FIFTH FIFTH THIRD FIFTH
THIRD THIRD THIRD INTER- THIRD FIFTH
INTERNATIONAL INTERNATIONAL WORLDWIDE PRO FORMA NATIONAL INTER- THIRD PRO
EQUITY FUND GDP FUND FUND COMBINED EQUITY NATIONAL WORLDWIDE FORMA
PRINCIPAL PRINCIPAL PRINCIPAL PRINCIPAL FUND GDP FUND FUND COMBINED
AMOUNT/ AMOUNT/ AMOUNT/ AMOUNT/ SECURITY MARKET MARKET MARKET MARKET
SHARES SHARES SHARES SHARES DESCRIPTION VALUE VALUE VALUE VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
20,400 - - 20,400 Ube Industries, Ltd. 29 - - 29
12 96 - 108 UJF Holdings, Inc. 30 236 - 266
1,000 5,000 - 6,000 Uni-Charm Corp. 36 179 - 215
3,000 - - 3,000 UNY Co., Ltd. 30 - - 30
2,000 - - 2,000 Wacoal Corp. 17 - - 17
7 - - 7 West Japan Railway Co. 27 - - 27
1,050 - - 1,050 World Co., Ltd 28 - - 28
2,000 - - 2,000 Yakult Honsha Co., Ltd. 22 - - 22
3,000 - - 3,000 Yamaha Corp. 28 - - 28
10,000 21,000 - 31,000 Yamanouchi Pharmaceutical
Co., Ltd. 251 526 - 777
7,000 19,000 - 26,000 Yamato Transport Co., Ltd. 123 335 - 458
3,000 - - 3,000 Yamazaki Baking Co., Ltd. 16 - - 16
6,000 9,000 - 15,000 Yokogawa Electric Corp. 44 66 - 110
------------------------------------------
32,034 56,248 - 88,282
LUXEMBOURG
8,629 - - 8,629 Arcelor (b) 107 - - 107
------------------------------------------
107 - - 107
NETHERLANDS
23,414 49,735 - 73,149 ABN AMRO Holding NV 333 707 - 1,040
11,324 33,870 - 45,194 Aegon NV 157 471 - 628
7,058 - - 7,058 Akzo NV 250 - - 250
4,047 - - 4,047 ASML Holding NV (b) 50 - - 50
6,142 - - 6,142 Buhrmann NV 44 - - 44
5,288 - - 5,288 Corio NV 135 - - 135
10,353 - - 10,353 Elsevier NV 127 - - 127
4,040 - - 4,040 Eurocommercial Properties NV 75 - - 75
4,404 - - 4,404 Getronics NV 6 - - 6
2,262 - - 2,262 Hagemeyer NV 23 - - 23
21,015 - - 21,015 Heineken NV 860 - - 860
23,778 44,150 - 67,928 ING Groep NV 515 957 - 1,472
15,133 17,595 - 32,728 Koninklijke Ahold NV 253 294 - 547
11,776 - - 11,776 Koninklijke KNP NV (b) 55 - - 55
29,930 51,154 - 81,084 Philips Electronics NV 678 1,158 - 1,836
5,240 - - 5,240 Rodamco Cont Eurpope NV 210 - - 210
71,883 66,700 - 138,583 Royal Dutch Petroleum 3,285 3,047 - 6,332
11,615 - - 11,615 TNT Post Groep NV 215 - - 215
34,922 19,670 - 54,592 Unilever NV 1,976 1,113 - 3,089
7,465 - - 7,465 Vedior NV 86 - - 86
1,540 - - 1,540 Wereldhave 78 - - 78
4,747 - - 4,747 Wolters Kluwer NV CVA 73 - - 73
------------------------------------------
9,484 7,747 - 17,231
NEW ZEALAND
- 31,800 - 31,800 Auckland International Airport,
Ltd. - 63 - 63
16,513 65,781 - 82,294 Carter Holt Harvey, Ltd. 14 57 - 71
- 21,700 - 21,700 Contact Energy, Ltd. - 39 - 39
- 7,755 - 7,755 Fisher & Paykel Appliance - 32 - 32
- 7,444 - 7,444 Fisher & Paykel Industries, Ltd. - 29 - 29
- 43,500 - 43,500 Fletcher Building, Ltd. - 55 - 55
- 15,700 - 15,700 Sky City, Ltd. - 46 - 46
5,838 113,265 - 119,103 Telecom Corp. of New Zealand, Ltd. 13 249 - 262
- 11,400 - 11,400 The Warehouse Group, Ltd. - 38 - 38
------------------------------------------
27 608 - 635
NORWAY
- 1,400 - 1,400 Bergesen Dy ASA, Class A - 28 - 28
- 58,500 - 58,500 Den Norske Bank ASA - 297 - 297
400 - - 400 Elkem SA 9 - - 9
- 8,100 - 8,100 Frontline, Ltd. - 60 - 60
7,300 6,550 - 13,850 Norsk Hydro ASA 301 271 - 572
3,400 14,800 - 18,200 Norske Skogindustrier AG 54 233 - 287
3,600 8,700 - 12,300 Orkla SA 63 151 - 214
- 9,400 - 9,400 Schibsted ASA - 102 - 102
- 6,700 - 6,700 Storebrand ASA - 25 - 25
1,200 - - 1,200 Tandberg ASA (b) 15 - - 15
- 18,400 - 18,400 Telenor ASA - 65 - 65
------------------------------------------
442 1,232 - 1,674
PORTUGAL
23,744 99,800 - 123,544 Banco Commercial 69 290 - 359
1,339 - - 1,339 Banco Espir Santo E 15 - - 15
18,588 24,400 - 42,988 BPI-SGPS SA 43 56 - 99
29,000 21,300 - 50,300 Brisa Auto-Estradas 146 108 - 254
237,173 100,300 - 337,473 Electricidade de Portugal SA 416 176 - 592
3,950 - - 3,950 Jeronimo Martins, SGPS SA (b) 25 - - 25
12,829 90,700 - 103,529 Portugal Telecom SA 78 551 - 629
8,200 125,400 - 133,600 Sonae (b) 4 64 - 68
------------------------------------------
796 1,245 - 2,041
SINGAPORE
75,250 - - 75,250 Capitaland, Ltd. 65 - - 65
16,000 - - 16,000 Chartered Semiconductor, Ltd. (b) 27 - - 27
37,000 19,600 - 56,600 City Developments, Ltd. 123 65 - 188
12,000 - - 12,000 Cycle & Carriage, Ltd. 30 - - 30
60,683 65,987 - 126,670 DBS Group Holdings, Ltd. 413 450 - 863
12,600 - - 12,600 Fraser & Neave 56 - - 56
16,000 - - 16,000 Hotel & Properties 10 - - 10
36,000 - - 36,000 Keppel Corp., Ltd. 91 - - 91
51,000 - - 51,000 Neptune Orient Lines, Ltd. (b) 24 - - 24
59,058 42,959 - 102,017 Oversea - Chinese Banking Corp.,
Ltd. 382 278 - 660
FIFTH THIRD INTERNATIONAL EQUITY FUND
FIFTH THIRD INTERNATIONAL GDP FUND
FIFTH THIRD WORLDWIDE FUND
PRO FORMA COMBINING SCHEDULE OF PORTFOLIO INVESTMENTS
AS OF 7/31/02
(AMOUNTS IN THOUSANDS EXCEPT SHARE AMOUNTS)
FIFTH
FIFTH FIFTH FIFTH THIRD FIFTH
THIRD THIRD THIRD INTER- THIRD FIFTH
INTERNATIONAL INTERNATIONAL WORLDWIDE PRO FORMA NATIONAL INTER- THIRD PRO
EQUITY FUND GDP FUND FUND COMBINED EQUITY NATIONAL WORLDWIDE FORMA
PRINCIPAL PRINCIPAL PRINCIPAL PRINCIPAL FUND GDP FUND FUND COMBINED
AMOUNT/ AMOUNT/ AMOUNT/ AMOUNT/ SECURITY MARKET MARKET MARKET MARKET
SHARES SHARES SHARES SHARES DESCRIPTION VALUE VALUE VALUE VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
6,000 - - 6,000 Overseas Union Enterprises 24 - - 24
68,802 - - 68,802 Sembcorp Industries, Ltd. 55 - - 55
46,000 24,000 - 70,000 Singapore Airlines, Ltd. 326 170 - 496
19,059 15,072 - 34,131 Singapore Press Holdings, Ltd. 200 158 - 358
115,000 42,000 - 157,000 Singapore Technology Engineering,
Ltd. 124 45 - 169
324,000 - - 324,000 Singapore Telecommunications,
Ltd. 254 - - 254
59,352 52,921 - 112,273 United Overseas Bank, Ltd. 434 388 - 822
33,000 - - 33,000 United Overseas Land, Ltd. 33 - - 33
6,000 15,000 - 21,000 Venture Manufacturing, Ltd. 40 100 - 140
------------------------------------------
2,711 1,654 - 4,365
SOUTH KOREA
1,730 - - 1,730 Hana Bank 26 - - 26
2,230 - - 2,230 Hyundai Motor Co., Ltd. 66 - - 66
2,440 - - 2,440 Kia Motors Corp. (b) 22 - - 22
3,190 - - 3,190 Kookmin Bank 148 - - 148
3,490 - - 3,490 Korea Electric Power Corp. 63 - - 63
2,295 - - 2,295 Krw Korea Telecom Freetel (b) 67 - - 67
1,220 - - 1,220 LG Chem, Ltd. 45 - - 45
1,845 - - 1,845 LG Electronics, Inc. (b) 69 - - 69
1,050 - - 1,050 Pohang Iron & Steel Co., Ltd. 103 - - 103
510 - - 510 Samsung Display Devices Co. 38 - - 38
1,170 - - 1,170 Samsung Electro-Mechanics Co. 51 - - 51
1,550 - - 1,550 Samsung Electronics Co. 435 - - 435
570 - - 570 Samsung Electronics Co., Ltd. 73 - - 73
690 - - 690 Samsung Fire & Marine Insurance
Co. 47 - - 47
1,120 - - 1,120 Samsung Securities Co., Ltd. (b) 33 - - 33
6,170 - - 6,170 Shinhan Financial Group, Ltd. 87 - - 87
150 - - 150 Shinsegae Department Store Co. 24 - - 24
300 - - 300 SK Telecom Co., Ltd. 58 - - 58
------------------------------------------
1,455 - - 1,455
SPAIN
1,362 3,200 - 4,562 Acerinox SA 56 131 - 187
9,518 - - 9,518 Acesa Autopista 105 - - 105
2,069 3,300 - 5,369 Actividad Construction 63 100 - 163
5,916 16,500 - 22,416 Altadis SA 117 327 - 444
15,701 - - 15,701 Amadeus Global Travel Distribution
SA, Class A 85 - - 85
73,556 172,623 - 246,179 Banco Bilbao Vizcaya-Argentari 697 1,633 - 2,330
90,996 244,020 - 335,016 Banco Santander Central Hispano SA 560 1,502 - 2,062
6,426 14,100 - 20,526 Corporacion Mapfre 43 95 - 138
28,068 51,180 - 79,248 Endesa SA 313 570 - 883
27,874 11,400 - 39,274 Gas Natural SDG SA 474 194 - 668
4,192 - - 4,192 General De Aguas De Barcelona SA 41 - - 41
5,272 11,700 - 16,972 Grupo Dragados SA 86 190 - 276
26,897 43,524 - 70,421 Iberdrola SA 321 519 - 840
8,950 - - 8,950 Inmobiliaria Colonial SA 124 - - 124
11,160 - - 11,160 Metrovacesa SA 219 - - 219
38,876 32,194 - 71,070 Repsol SA 473 392 - 865
3,294 - - 3,294 Sol Melia SA 19 - - 19
75,094 377,761 - 452,855 Telefonica SA (b) 663 3,333 - 3,996
7,635 - - 7,635 Telepizza (b) 7 - - 7
24,219 - - 24,219 Union Electric Penosa SA 317 - - 317
30,210 - - 30,210 Vallehermoso SA 246 - - 246
------------------------------------------
5,029 8,986 - 14,015
SWEDEN
- 17,800 - 17,800 Assa Abloy AB, Class B - 206 - 206
3,100 11,100 - 14,200 Atlas Copco AB, Series A 66 235 - 301
1,700 - - 1,700 Atlas Copco AB, Series B 35 - - 35
4,760 - - 4,760 Castellum International, Ltd. 61 - - 61
8,800 22,900 - 31,700 Electrolux AB, Series B 162 423 - 585
66,750 406,000 - 472,750 Ericsson LM, Series B (b) 67 410 - 477
700 16,000 - 16,700 Gambro AB, Series A 4 84 - 88
22,000 30,200 - 52,200 Hennes & Mauritz AB, Series B 403 553 - 956
1,600 - - 1,600 Holmen AB 34 - - 34
3,300 - - 3,300 JM AB, Series B 78 - - 78
- 4,500 - 4,500 Modern Times Group AB, Class B (b) - 43 - 43
47,186 150,800 - 197,986 Nordic Baltic 208 665 - 873
2,000 - - 2,000 OM Gruppen AB 12 - - 12
6,800 16,700 - 23,500 Sandvik AB 156 383 - 539
19,400 20,900 - 40,300 Securitas AB, B Shares 340 366 - 706
12,400 35,600 - 48,000 Shanska AB, Series B 74 212 - 286
22,200 58,700 - 80,900 Skandia Forsakrings AB 61 162 - 223
7,300 37,100 - 44,400 Skandiaviska Enskil 65 332 - 397
2,100 - - 2,100 SKF AB, Series B 55 - - 55
4,664 11,900 - 16,564 Svenska Cellulosa AB, Series B 156 398 - 554
12,800 37,300 - 50,100 Svenska Handelsbanken, Series A 172 501 - 673
1,200 - - 1,200 Svenskt Stal AB, Series A 14 - - 14
7,700 - - 7,700 Swedish Match AB 58 - - 58
975 6,200 - 7,175 Tele2 AB (b) 19 119 - 138
17,001 63,500 - 80,501 Telia 47 177 - 224
1,200 8,800 - 10,000 Volvo AB, Series A 21 154 - 175
4,700 23,600 - 28,300 Volvo AB, Series B 86 433 - 519
8,900 - - 8,900 WM-Data AB 15 - - 15
------------------------------------------
2,469 5,856 - 8,325
SWITZERLAND
10,156 - - 10,156 Abb, Ltd. (b) 54 - - 54
7,830 - - 7,830 Adecco SA, Registered 356 - - 356
FIFTH THIRD INTERNATIONAL EQUITY FUND
FIFTH THIRD INTERNATIONAL GDP FUND
FIFTH THIRD WORLDWIDE FUND
PRO FORMA COMBINING SCHEDULE OF PORTFOLIO INVESTMENTS
AS OF 7/31/02
(AMOUNTS IN THOUSANDS EXCEPT SHARE AMOUNTS)
FIFTH
FIFTH FIFTH FIFTH THIRD FIFTH
THIRD THIRD THIRD INTER- THIRD FIFTH
INTERNATIONAL INTERNATIONAL WORLDWIDE PRO FORMA NATIONAL INTER- THIRD PRO
EQUITY FUND GDP FUND FUND COMBINED EQUITY NATIONAL WORLDWIDE FORMA
PRINCIPAL PRINCIPAL PRINCIPAL PRINCIPAL FUND GDP FUND FUND COMBINED
AMOUNT/ AMOUNT/ AMOUNT/ AMOUNT/ SECURITY MARKET MARKET MARKET MARKET
SHARES SHARES SHARES SHARES DESCRIPTION VALUE VALUE VALUE VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
72 - - 72 Centerpulse AG, Registered (b) 9 - - 9
1,600 - - 1,600 Ciba Specialty Chemicals AG 111 - - 111
3,500 - - 3,500 Clariant AG 67 - - 67
16,610 24,580 - 41,190 Credit Suisse Group (b) 398 589 - 987
23 - - 23 George Fischer, Registered 4 - - 4
139 - - 139 Givaudan 56 - - 56
725 - - 725 Holcim, Ltd. 139 - - 139
300 - - 300 Kudelski SA (b) 8 - - 8
430 - - 430 Logitech International SA (b) 18 - - 18
1,040 - - 1,040 Lonza Group AG 67 - - 67
11,840 12,470 - 24,310 Nestle 2,544 2,680 - 5,224
53,880 81,060 - 134,940 Novartis AG, Registered 2,193 3,301 - 5,494
4,370 - - 4,370 Roche Holding AG 484 - - 484
14,200 18,000 - 32,200 Roche Holdings AG Genusscheine 1,011 1,281 - 2,292
385 - - 385 Societe Generale de Surveillance
Holdings SA 109 - - 109
71 - - 71 Sulzer AG, Registered 14 - - 14
3,740 5,100 - 8,840 Swiss Reinsurance 313 427 - 740
965 - - 965 Swisscom AG 281 - - 281
2,671 - - 2,671 Syngenta 136 - - 136
700 - - 700 The Swatch Group AG 12 - - 12
740 - - 740 The Swatch Group AG, Series B 63 - - 63
17,740 38,152 - 55,892 UBS AG 782 1,681 - 2,463
100 - - 100 Unaxis Holding AG 10 - - 10
59 - - 59 Valora Holdings, AG, Registered 11 - - 11
1,073 2,339 - 3,412 Zurich Financial Services 117 256 - 373
------------------------------------------
9,367 10,215 - 19,582
THAILAND
8,700 - - 8,700 Cmic Finance & Securities PLC (b) - - - -
13,300 - - 13,300 Finance One PLC (b) - - - -
14,500 - - 14,500 General Finance & Securities
PLC (b) - - - -
9,100 - - 9,100 Univest Land PLC (b) - - - -
------------------------------------------
UNITED STATES - - - -
654 1,204 - 1,858 Gen-Probe, Inc. (b) 2 3 - 5
------------------------------------------
2 3 - 5
------------------------------------------
TOTAL COMMON STOCKS 143,534 250,056 - 393,590
CORPORATE BONDS
FRANCE
6,098 - - 6,098 Sodexho SA, 6.00%, 6/7/04 6 - - 6
------------------------------------------
6 - - 6
------------------------------------------
TOTAL CORPORATE BONDS 6 - - 6
PREFERRED STOCKS
AUSTRALIA
34,106 109,629 - 143,735 News Corp., Ltd. 145 467 - 612
------------------------------------------
145 467 - 612
------------------------------------------
TOTAL PREFERRED STOCKS 145 467 - 612
INVESTMENT COMPANIES
UNITED STATES
- - 15,126 15,126 American Century Small Cap
Value Investor Class C - - 110 110
- - 193 193 Artisan Mid Cap Fund Investor
Class (b) - - 4 4
- - 22,583 22,583 Berger Mid Cap Value - - 336 336
- - 84 84 Credit Suisse Global Technology
Fund (b) - - 2 2
- - 254,577 254,577 Credit Suisse Japan Growth Fund (b) - - 1,141 1,141
- - 164 164 Credit Suisse Pincus Global Post
Venture Capital - - 2 2
3,041,635 - - 3,041,635 Dreyfus Cash Management Money
Market Fund 3,042 - - 3,042
- - 8,397 8,397 Driehaus Asia Pacific Growth Fund - - 115 115
- - 33 33 Excelsior Pacific/Asia# - - - -
3,032,322 2,728,125 - 5,760,447 Federated Prime Value Obligations
Money Market Fund 3,032 2,728 - 5,760
- - 109 109 Fremont US Micro Cap (b) - - 2 2
- - 201 201 Fremont US Small Cap (b) - - 2 2
- - 68 68 Heartland Value - - 2 2
- - 159 159 Henlopen (b) - - 2 2
- - 93 93 Invesco Energy Fund Class IV (b) - - 1 1
- - 32 32 Invesco Financial Services Fund
Class IV - - 1 1
- - 59 59 Invesco Gold Fund Investor
Class (b)# - - - -
- - 258 258 Invesco Small Company Growth
Investor Class (b) - - 2 2
- - 8,013 8,013 Janus Global Life Sciences (b) - - 108 108
- - 16 16 Janus Mercury# - - - -
- - 500 500 Janus Overseas - - 8 8
- - 32 32 Janus Worldwide - - 1 1
- - 25,491 25,491 Liberty Acorn International Fund (b) - - 425 425
- - 14,893 14,893 Liberty Acorn USA (b) - - 215 215
- - 55,037 55,037 Longleaf Partners International - - 617 617
- - 21,645 21,645 Matthews China - - 202 202
- - 95,407 95,407 Matthews Korea - - 418 418
- - 47,421 47,421 Matthews Pacific Tiger Class I - - 419 419
- - 63,932 63,932 Mutual Series European Class Z - - 897 897
- - 9,072 9,072 Oakmark Global Equity Class I - - 114 114
- - 8,244 8,244 Oakmark International Equity Fund
Class I - - 115 115
- - 40,431 40,431 Oakmark International Small
Cap Class I - - 479 479
- - 201 201 Oakmark Select Class I - - 5 5
- - 59,090 59,090 PBHG Clipper Focus - - 842 842
- - 31,154 31,154 Pin Oak Aggressive Stock (b) - - 424 424
FIFTH THIRD INTERNATIONAL EQUITY FUND
FIFTH THIRD INTERNATIONAL GDP FUND
FIFTH THIRD WORLDWIDE FUND
PRO FORMA COMBINING SCHEDULE OF PORTFOLIO INVESTMENTS
AS OF 7/31/02
(AMOUNTS IN THOUSANDS EXCEPT SHARE AMOUNTS)
FIFTH
FIFTH FIFTH FIFTH THIRD FIFTH
THIRD THIRD THIRD INTER- THIRD FIFTH
INTERNATIONAL INTERNATIONAL WORLDWIDE PRO FORMA NATIONAL INTER- THIRD PRO
EQUITY FUND GDP FUND FUND COMBINED EQUITY NATIONAL WORLDWIDE FORMA
PRINCIPAL PRINCIPAL PRINCIPAL PRINCIPAL FUND GDP FUND FUND COMBINED
AMOUNT/ AMOUNT/ AMOUNT/ AMOUNT/ SECURITY MARKET MARKET MARKET MARKET
SHARES SHARES SHARES SHARES DESCRIPTION VALUE VALUE VALUE VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
- - 13,241 13,241 RCM Global Healthcare (b) - - 204 204
- - 120,248 120,248 Red Oak Technology Select (b) - - 623 623
- - 23,484 23,484 Reigh & Tang Delafield Fund, Inc - - 425 425
- - 149 149 RS Diversified Growth Class A (b) - - 2 2
- - 16,413 16,413 RS Emerging Growth Class A (b) - - 324 324
- - 9,985 9,985 RS Microcap Growth - - 138 138
- - 18,416 18,416 RS Partners Fund Class A (b) - - 312 312
- - 23,166 23,166 Rydex- Biotechnology Fund Investor
Class (b) - - 325 325
- - 22,975 22,975 Rydex- Energy Fund Investor Class - - 202 202
- - 69,798 69,798 Rydex- Energy Services Investor
Class (b) - - 396 396
- - 40,260 40,260 Rydex- Mekros Fund Class H (b) - - 612 612
- - 23,544 23,544 Rydex Series- Financial Services - - 206 206
- - 21,595 21,595 Rydex Series- Healthcare - - 202 202
- - 1,982 1,982 Rydex Tempest 500 Class H - - 195 195
- - 271,996 271,996 Rydex Titan 500 Class H (b) - - 2,164 2,164
- - 174,063 174,063 Rydex Velocity 100 Fund (b) - - 1,851 1,851
- - 2,009 2,009 Rydex Venture 100 Class H - - 195 195
- - 189 189 Strong Asia Pacific - - 1 1
- - 31,797 31,797 T. Rowe Price New Asia Fund - - 198 198
- - 51,991 51,991 Third Ave Small-Cap Value - - 729 729
- - 139,092 139,092 Tocqueville International Value
Fund (b) - - 1,181 1,181
- - 133 133 Turner Micro Cap Growth Class I (b) - - 4 4
- - 417 417 Turner Small Cap Growth Fund
Class I (b) - - 6 6
- - 26,472 26,472 Tweedy, Browne Global Value - - 454 454
- - 10,357 10,357 Ultra Mid-Cap Profund Investor Class - - 199 199
- - 20,263 20,263 Ultra OTC Profund Investor Class - - 231 231
- - 78,268 78,268 Van Wagoner Emerging Growth Fund - - 393 393
- - 26,650 26,650 Van Wagoner Mid Cap Growth Fund - - 102 102
- - 82,629 82,629 Vanguard Short-Term Corporate
Investor Class - - 880 880
- - 153,436 153,436 Wasatch Small-Cap Value (b) - - 571 571
------------------------------------------
6,074 2,728 20,336 29,138
------------------------------------------
TOTAL INVESTMENT COMPANIES 6,074 2,728 20,336 29,138
WARRANTS
FRANCE
525 - - 525 Simco Guaranteed Value Certificates 2 - - 2
------------------------------------------
2 - - 2
------------------------------------------
TOTAL WARRANTS 2 - - 2
REPURCHASE AGREEMENTS
UNITED STATES
- - 1,743 1,743 UBS Warburg, 1.80%, 8/1/02 - - 1,743 1,743
------------------------------------------
- - 1,743 1,743
------------------------------------------
TOTAL REPURCHASE AGREEMENTS - - 1,743 1,743
------------------------------------------
TOTAL (COST $186,078, $319,968 AND $22,481 RESPECTIVELY) $149,761 $253,251 $ 22,079 $425,091
------------------------------------------
OTHER ASSETS/(LIABILITIES) IN EXCESS OF LIABILITIES/
(OTHER ASSETS) 3,310 23,685 (372) 26,623
------------------------------------------
NET ASSETS $153,071 $276,936 $ 21,707 $451,714
==========================================
NOTES TO SCHEDULES OF PORTFOLIO INVESTMENTS
(b) Non-income producing security.
# Market value is less than five hundred dollars.
COST OF NET
INVESTMENTS GROSS GROSS UNREALIZED
FOR FEDERAL UNREALIZED UNREALIZED APPRECIATION/
FIFTH THIRD FUNDS TAX PURPOSES APPRECIATION DEPRECIATION (DEPRECIATION)
- -----------------------------------------------------------------------------------------------
International Equity Fund 186,078 3,661 (43,393) (39,732)
International GDP Fund 319,968 24,895 (91,612) (66,717)
Worldwide Fund 22,481 565 (2,095) (1,530)
------------------------------------------------------
Proforma Combined (Note 1) 528,527 29,121 (137,100) (107,979)
OPEN FUTURES CONTRACTS AS OF JULY 31, 2002:
(Amounts in thousands except contract amount)
UNREALIZED
NUMBER OF APPRECIATION/
CONTRACTS CONTRACT TYPE NOTIONAL AMOUNT (DEPRECIATION) MARKET VALUE
--------- ------------- --------------- -------------- ------------
International Equity Fund 10 Short DAX, 9/20/02 $ (1,036) $ 124 $ (912)
23 Short Hang Seng, 8/29/02 (1,446) (57) (1,503)
35 Short TOPIX, 9/12/02 (3,096) 282 (2,814)
36 Long SPI 200, 9/30/02 1,624 (114) 1,510
171 Long DJ, 9/20/02 4,540 (44) 4,496
------ -------- ------ ------
275 $ 586 $ 191 $ 777
INTERNATIONAL EQUITY FOREIGN CURRENCY CONTRACTS AS OF JULY 31, 2002:
CONTRACT CONTRACT CURRENT UNREALIZED
AMOUNT VALUE VALUE APPRECIATION/
DELIVERY DATE (LOCAL CURRENCY) U.S. DOLLAR U.S. DOLLAR (DEPRECIATION)
-------------------------- ---------------- ----------- ----------- --------------
BRITISH POUNDS STERLING
--------------------------
Long Contracts
9/12/02 1,258 $ 1,832 $ 1,961 $ 129
9/12/02 1,607 2,341 2,503 162
9/12/02 3,183 4,636 4,960 324
8/02/02 1,184 1,860 1,850 (10)
8/05/02 47 73 73 -
Short Contracts
9/12/02 25 36 38 (2)
9/12/02 5,345 7,786 8,328 (542)
9/12/02 679 1,008 1,058 (50)
EURO
---------------------------
Long Contracts
8/05/02 205 202 201 (1)
9/12/02 3,190 2,995 3,121 126
9/12/02 3,332 3,127 3,260 133
9/12/02 7,775 7,303 7,607 304
9/12/02 23 22 23 1
9/12/02 160 155 156 1
9/12/02 4,600 4,530 4,501 (29)
Short Contracts
9/12/02 1,069 1,004 1,046 (42)
9/12/02 6,188 5,811 6,055 (244)
9/12/02 890 837 871 (34)
9/12/02 6,549 6,157 6,407 (250)
9/12/02 859 814 840 (26)
8/02/02 664 654 651 3
8/05/02 6 6 6 -
JAPANESE YEN
---------------------------
Long Contracts
9/12/02 1,202,877 9,637 10,068 431
9/12/02 96,954 777 812 35
9/12/02 190,763 1,538 1,597 59
Short Contracts
9/12/02 484,253 3,880 4,053 (173)
9/12/02 515,215 4,128 4,312 (184)
9/12/02 350,560 2,810 2,934 (124)
9/12/02 309,115 2,493 2,587 (94)
9/12/02 205,542 1,658 1,720 (62)
AUSTRALIAN DOLLAR
---------------------------
Long Contracts
9/12/02 2,950 1,661 1,599 (62)
Short Contracts
9/12/02 45 25 24 1
9/12/02 9 5 5 -
THE INVESTMENT CONCENTRATION FOR THE INTERNATIONAL FUNDS AS A PERCENTAGE
OF INVESTMENTS, BY INDUSTRY, AS OF JULY 31, 2002, WAS AS FOLLOWS:
PROFORMA
INTERNATIONAL INTERNATIONAL COMBINED
EQUITY FUND GDP FUND WORLDWIDE FUND (SEE NOTE 1)
-------------------------------------------------------------------
Basic Materials 5.04% 5.36% 0.00% 4.97%
Communications 7.17% 11.44% 0.00% 9.34%
Consumer, Cyclical 8.92% 10.49% 0.00% 9.39%
Consumer, Non-cyclical 23.57% 18.65% 0.00% 19.41%
Diversified Financial Services 1.40% 0.73% 0.00% 0.93%
Energy 11.06% 10.49% 0.00% 10.15%
Financial 19.31% 24.96% 0.00% 21.67%
Industrial 9.73% 9.57% 0.00% 9.13%
Investment Companies 4.08% 1.09% 92.11% 6.87%
Technology 2.49% 2.54% 0.00% 2.39%
Utilities 7.01% 4.68% 0.00% 5.26%
Other 0.22% 0.00% 7.89% 0.49%
FIFTH THIRD INTERNATIONAL EQUITY FUND
FIFTH THIRD INTERNATIONAL GDP FUND
FIFTH THIRD WORLDWIDE FUND
PRO FORMA COMBINING STATEMENTS OF ASSETS AND LIABILITIES
AS OF 07/31/02
(AMOUNTS IN THOUSANDS)
FIFTH THIRD FIFTH THIRD
INTERNATIONAL INTER- FIFTH THIRD PRO FORMA
EQUITY NATIONAL WORLDWIDE PRO FORMA COMBINED
FUND GDP FUND FUND ADJUSTMENTS (NOTE 1)
--------- ----------- ------------ ----------- ----------
ASSETS:
Investments, at value (cost $186,078; $319,968 and
$20,738, respectively) $ 149,761 $ 253,251 $ 20,336 423,348
Repurchase agreements, at cost - - 1,743 - 1,743
--------- --------- -------- ------- ---------
Total Investments 149,761 253,251 22,079 - 425,091
Cash 3,345 - 1 - 3,346
Foreign currency, at value (cost $1,237; $21
and $0, respectively) 1,230 21 - 1,251
Collateral for securities loaned - - - - -
Interest, dividends and other receivables 186 292 3 - 481
Receivable for investments sold 1,564 23,108 499 - 25,171
Receivable for Fund shares sold 75 8 610 - 693
Receivable for forward foreign currency contracts 1,706 4,213 - 5,919
Reclaims receivable 375 559 - 934
Receivable from Advisor and affiliates - 13 21 - 34
Prepaid expense and other assets 18 12 3 - 33
--------- --------- -------- ------- ---------
Total Assets 158,260 281,477 23,216 - 462,953
--------- --------- -------- ------- ---------
LIABILITIES:
Payable for investments purchased 3,030 - 1,480 - 4,510
Payable for securities loaned - - - - -
Payable for Fund shares redeemed 11 2 - - 13
Payable for variation margin on futures contracts 48 - - 48
Payable for forward foreign currency contracts 1,933 4,205 - 6,138
Payable to Advisor and other affiliates 136 193 18 - 347
Accrued expenses and other payables: -
Distribution fees 1 1 8 - 10
Other 30 140 3 - 173
--------- --------- -------- ------- ---------
Total Liabilities 5,189 4,541 1,509 - 11,239
--------- --------- -------- ------- ---------
NET ASSETS:
Paid-in capital 208,471 379,708 34,725 - 622,904
Accumulated net investment income 179 1,399 - - 1,578
Accumulated net realized gain/(loss) from investment
transactions and foreign currency (19,331) (37,411) (12,616) - (69,358)
Net unrealized appreciation/(depreciation) on investments
and foreign currency (36,248) (66,760) (402) - (103,410)
--------- --------- -------- ------- ---------
Net Assets $ 153,071 $ 276,936 $ 21,707 $ - $ 451,714
========= ========= ======== ======= =========
NET ASSETS:
Institutional Shares $ 148,593 $ 271,361 $ 3,119 $ - $ 423,073
Investment A Shares 4,105 5,527 NA - 9,632
Investment B Shares 246 47 NA - 293
Investment C Shares 127 1 329 - 457
Advisor Shares NA NA 18,259 - 18,259
--------- --------- -------- ------- ---------
Total $ 153,071 $ 276,936 $ 21,707 $ - $ 451,714
========= ========= ======== ======= =========
Shares of Beneficial Interest Outstanding (Unlimited
number of shares
authorized, no par value):
Institutional Shares 19,414 27,071 297 8,512 (a) 55,294
Investment A Shares 537 562 NA 161 (a) 1,260
Investment B Shares 32 5 NA 1 (a) 38
Investment C Shares 17 - 32 13 (a) 62
Advisor Shares NA NA 1,768 622 (a) 2,390
--------- --------- -------- ------- ---------
Total 20,000 27,638 2,097 9,309 59,044
========= ========= ======== ======= =========
Net Asset Value
Institutional Shares $ 7.65 $ 10.02 $ 10.50 $ 7.65
========= ========= ======== =========
Investment A Shares-redemption price per share $ 7.64 $ 9.83 NA $ 7.64
========= ========= ======== =========
Investment B Shares-offering price per share * $ 7.60 $ 9.95 NA $ 7.67
========= ========= ======== =========
Investment C Shares-offering price per share* $ 7.40 $ 9.96 $ 10.27 $ 7.42
========= ========= ======== =========
Advisor Shares NA NA $ 10.33 $ 7.64
========= ========= ======== =========
Maximum sales charge- Class A Shares 4.50% 4.50% NA 4.50%
Maximum Offering Price
(100%/(100%-Maximum sales charge) of net asset value
adjusted to nearest cent) per share (Investment A Shares) $ 8.00 $ 10.29 NA $ 8.00
========= ========= ======== =========
- ----------------------------------------------------
* Redemption price per share varies by length of time shares are held.
^ Represents fewer than five hundred dollars/shares.
(a) Adjustment to convert the Worldwide Fund and the International GDP Fund
shares outstanding to International Equity Fund shares outstanding based on
the International Equity Fund's NAV's.
FIFTH THIRD INTERNATIONAL EQUITY FUND
Fifth Third International GDP Fund
Fifth Third Worldwide Fund
Pro Forma Combining Statements of Operations
For the period ended 07/31/02 *
(Amounts in Thousands)
FIFTH FIFTH
THIRD THIRD
INTER- INTER- FIFTH
NATIONAL NATIONAL THIRD PRO FORMA
EQUITY GDP WORLDWIDE PRO FORMA COMBINED
FUND FUND FUND * ADJUSTMENTS (NOTE 1)
---------- ----------- ----------- ------------ -------------
INVESTMENT INCOME:
Interest income $ 403 $ 87 $ 30 $ - $ 520
Dividend income 3,170 7,166 12 - 10,348
Foreign tax withholding (736) (866) - - (1,602)
---------- ----------- ----------- ------------ -------------
Total Income 2,837 6,387 42 - 9,266
---------- ----------- ----------- ------------ -------------
EXPENSES:
Investment advisory fees 1,584 2,819 140 940 (a) 5,483
Administration fees 210 661 24 10 (a) 905
Distribution services - Investment A Shares 15 22 NA - 37
Distribution services - Investment B Shares 2 - ^ NA - 2
Distribution services - Investment C Shares 1 - ^ 1 - 2
Distribution services - Advisor Shares ** NA NA 60 - 60
Administrative service - Investment C Shares - ^ - ^ - ^ - -
Fund accounting fees 84 122 31 (55) (a) 182
Transfer agent fees 47 80 12 (26) (a) 113
Custodian fees 89 96 3 (29) (a) 159
Other fees 167 202 24 (33) (a) 360
---------- ----------- ----------- ------------ -------------
Total expenses 2,199 4,002 295 807 7,303
---------- ----------- ----------- ------------ -------------
Less: Waiver and/or reimbursement from Advisor
and/or affiliates - (153) (32) 185 (a) -
---------- ----------- ----------- ------------ -------------
Net Expenses 2,199 3,849 263 992 7,303
---------- ----------- ----------- ------------ -------------
Net Investment Income/(Loss) 638 2,538 (221) (992) 1,963
---------- ----------- ----------- ------------ -------------
REALIZED AND UNREALIZED GAINS/(LOSSES) FROM
INVESTMENTS AND FOREIGN CURRENCY:
Net realized gains/(losses) on investment transactions and
foreign currency transactions (13,932) (35,232) (1,021) - (50,185)
Net realized gains on futures transactions 1,519 - - - 1,519
Change in unrealized appreciation/(depreciation) on investments
and foreign currency (11,449) (40,196) (2,690) - (54,335)
---------- ----------- ----------- ------------ -------------
Net realized and unrealized gains/(losses) from investments
and foreign currency (23,862) (75,428) (3,711) - (103,001)
---------- ----------- ----------- ------------ -------------
Change in net assets resulting from operations $ (23,224) $ (72,890) $ (3,932) $ (992) $ (101,038)
========== =========== =========== ============ =============
- --------------------------
* For the period from January 1, 2002 through July 31, 2002. The Fund changed
its fiscal year end to July 31 from December 31.
** Advisor Shares commenced operations on October 29, 2001 for the Worldwide
Fund.
^ Represents fewer than five hundred dollars.
(a) Adjustment to reflect the fee structure when the two funds merge.
FIFTH THIRD FUNDS
Notes to 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 reflects the
accounts of three investment portfolios offered by the Fifth Third Funds: the
Fifth Third International Equity Fund, the Fifth Third International GDP Fund
and the Fifth Third Worldwide Fund, (collectively, the "Funds" and individually
the "International Equity Fund", "International GDP Fund" and "Worldwide Fund",
respectively) as if the proposed reorganization occurred as of and for the
period ended July 31, 2002. These statements have been derived from books and
records utilized in calculating daily net asset value at July 31, 2002.
The Reorganization Agreement provides that on the Closing Date of the
Reorganization, all of the assets and liabilities will be transferred as follows
such that at and after the Reorganization, the assets and liabilities of the
International GDP Fund and the Worldwide Fund become the assets and liabilities
of the International Equity Fund.
In exchange for the transfer of assets and liabilities, the
International Equity Fund will issue to the International GDP Fund and the
Worldwide Fund full and fractional shares of the International Equity Fund, and
the International GDP Fund and Worldwide Fund will make a liquidating
distribution of such shares to its shareholders. The number of shares of the
International Equity Fund so issued will be equal in value to the full and
fractional shares of the International GDP Fund and the Worldwide Fund that are
outstanding immediately prior to the Reorganization. At and after the
Reorganization, all debts, liabilities and obligations of the International GDP
Fund and Worldwide Fund will attach to the International Equity Fund and may
thereafter be enforced against the International Equity Fund to the same extent
as if the International Equity 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
International Equity Fund, of the assets of the International GDP Fund and
Worldwide Fund will be the fair market value of such assets on the Closing Date
of the Reorganization. The International Equity Fund will recognize no gain or
loss for federal tax purposes on its issuance of shares in the Reorganization,
and the basis to the International Equity Fund of the assets of the
International GDP Fund and Worldwide Fund received pursuant to the
Reorganization will equal the fair market value of the consideration furnished,
and costs incurred, by the International Equity Fund in the Reorganization --
i.e., the sum of the liabilities assumed, the fair market value of the
International Equity Fund shares issued, and such costs.
For accounting purposes, the International Equity Fund is the surviving
portfolio of this Reorganization. As such, the International GDP Fund and the
Worldwide Fund, prior to the Closing Date, will declare a stock split causing
the Net Asset Value to match that of the International Equity Fund as of the
Closing Date. The pro forma statements reflect the combined results of
operations of the Funds. However, should such Reorganization be effected, the
statements of operations of the International GDP Fund and Worldwide Fund will
not be restated for pre-combination period results
(CONTINUED)
FIFTH THIRD FUNDS
Notes to Pro Forma Financial Statements
(Unaudited)
of the International Equity Fund.
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 Funds are each separate portfolios of the Fifth Third Funds,
respectively, 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 Worldwide Fund seeks a high level of total return (using a
combination of capital appreciation and income) consistent with
reasonable risk.
Fifth Third International Equity Fund seeks long-term capital
appreciation.
Fifth Third International GDP Fund seeks long-term capital
appreciation.
The International Equity Fund and International GDP Fund each offer
four classes of shares: Institutional, Class A Shares, Class B Shares and Class
C Shares.The Worldwide Fund issues three classes of shares: Institutional, Class
C Shares, and Advisor Shares.
Under the terms of the investment advisory agreement between the Fifth
Third Funds and Fifth Third Asset Management Inc., the Trust's investment
advisor (the "Advisor"), the Advisor receives for its services and annual
investment advisory fee based on a percentage of each Fund's average daily net
assets (see table below). Such fees are accrued daily and paid monthly. For the
period ended July 31, 2002, total investment advisory fees incurred by the Funds
were as follows (Amounts in thousands):
Percentage Fee Total Fees
-------------- ----------
International Equity Fund 1.00% $1,584
International GDP Fund 0.75% 2,819
Worldwide Fund 1.00% 140
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 in effect if the Funds were combined for the
period ended July 31, 2002. Investment advisory, administration, 12b-1, and
accounting fees in the pro forma combined column are calculated at the projected
rates for the Funds based upon the combined net assets of the Funds. Certain pro
forma adjustments were made to estimate the benefit of combining operations of
separate funds into one survivor fund.
(CONTINUED)
FIFTH THIRD FUNDS
Notes to Pro Forma Financial Statements
(Unaudited)
The pro forma Schedules of Portfolio Investments give effect to the
proposed transfer of such assets as if the Reorganization had occurred at July
31, 2002.
2. SECURITIES VALUATIONS, SECURITIES TRANSACTIONS AND RELATED INCOME:
Listed securities are valued at the last sales price on the principal
exchange where such securities are traded. Listed securities for which last
sales prices are not available are valued at the mean of the latest bid and
asked price in the principal market where such securities are traded. Unlisted
securities are valued at the latest bid price. Short-term investments maturing
in 60 days or less are valued at amortized cost or cost, which approximates
market value. Investments in other open-end investment companies are valued at
net asset value. Investments for which there are no such quotations are valued
at fair value as determined in good faith by the Advisor under the direction of
the Board of Trustees.
Securities transactions are accounted for on the date the security is
purchased or sold (trade date). Dividend income is recorded on the ex-dividend
date. Gains or losses realized on sales of securities are determined by
comparing the identified cost of the security lot sold with the net sales
proceeds.
PART C. OTHER INFORMATION
ITEM 15. INDEMNIFICATION
Response is incorporated by reference to Registrant's Post-Effective Amendment
No. 7 on Form N-1A filed September 27, 1991 (File Nos. 811-5669 and 33-24848).
ITEM 16. EXHIBITS
(1) Declaration of Trust of the Registrant including Amendments No. 1 through 7
(incorporated by reference to Registrant's Post-Effective Amendment No. 15
on Form N-1A filed February 28, 1995).
(i) Amendment No. 8 to the Declaration of Trust (incorporated by reference
to Registrant's Post-Effective Amendment No. 19 on Form N-lA filed on
or about October 28, 1996).
(ii) Amendment No. 9 to the Declaration of Trust (incorporated by reference
to Registrant's Post-Effective Amendment No. 18 on Form N-1A filed on
or about October 1, 1996).
(iii) Amendment No. 10 to the Declaration of Trust (incorporated by
reference to Registrant's Post-Effective Amendment No. 22 on Form N-1A
filed on or about September 30, 1997).
(iv) Amendment No. 11 to the Declaration of Trust (incorporated by
reference to Registrant's Post-Effective Amendment No. 26 on Form N-1A
filed on or about January 21, 1998).
(v) Amendment No. 12 to the Declaration of Trust (incorporated by
reference to Registrant's Post-Effective Amendment No. 28 on Form N-1A
filed on or about October 30, 1998).
(vi) Amendment No. 13 to the Declaration of Trust (incorporated by
reference to Registrant's Post-Effective Amendment No. 28 on Form N-1A
filed on or about October 30, 1998).
(vii) Amendment No. 14 to the Declaration of Trust (incorporated by
reference to Registrants Post-Effective Amendment No. 29 on Form N-1A
filed on or about October 1, 1999).
(viii) Amendment No. 15 to the Declaration of Trust (incorporated by
reference to Registrant's Post-Effective Amendment No. 31 on Form N-1A
filed on or about March 15, 2000).
(ix) Amendment No. 16 to the Declaration of Trust (incorporated by
reference to Registrant's Post-Effective Amendment No. 33 on Form N-1A
filed on June 14, 2000).
(x) Amendment No. 17 to the Declaration of Trust (incorporated by
reference to Registrant's Post-Effective Amendment No. 42 on Form N-1A
filed on April 19, 2002).
(xi) Amendment No. 18 to the Declaration of Trust (incorporated by
reference to Registrant's Post-Effective Amendment No. 45 on Form N-1A
filed on or about September 13, 2002).
(xii) Form of Amendment No. 19 to the Declaration of Trust (incorporated by
reference to Registrant's Post-Effective Amendment No. 45 on Form N-1A
filed on or about September 13, 2002).
(xiii) Form of Amendment No 20 to the Declaration of Trust (incorporated by
reference to Registrant's Post-Effective Amendment No. 48 on Form N-1A
filed on or about May 7, 2003).
(2) By-Laws of the Registrant (incorporated by reference to Registrant's
Post-Effective Amendment No. 15 on Form N-1A filed February 28, 1995).
(3) Not Applicable.
(4) Plan of Reorganization of Fifth Third Funds is filed herewith.
(5) Rights of Shareholders. The following portions of the Registrant's
Declaration of Trust define the rights of Shareholders.
ARTICLE III
BENEFICIAL INTEREST
Section 1. Shares of Beneficial Interest.
1
The beneficial interest in the Trust shall at all times be divided into
transferable Shares, without par value. Subject to the provisions of
Section 5 of this Article III, each Share shall have voting rights as
provided in Article VIII hereof, and holders of the Shares of any
Series shall be entitled to receive dividends, when and as declared
with respect thereto in the manner provided in Article X, Section 1
hereof. The Shares of any Series may be issued in two or more Classes,
as the Trustees may authorize pursuant to Article XII, Section 8
hereof. Unless the Trustees have authorized the issuance of Shares of a
Series in two or more Classes, each Share of a Series shall represent
an equal proportionate interest in the assets and liabilities of the
Series with each other Share of the same Series, none having priority
or preference over another. If the Trustees have authorized the
issuance of Shares of a Series in two or more Classes, then the Classes
may have such variations as to dividend, redemption, and voting rights,
net asset values, expenses borne by the Classes, and other matters as
the Trustees have authorized provided that each Share of a Class shall
represent an equal proportionate interest in the assets and liabilities
of the class with each other Share of the same Class, none having
priority or preference over another. The number of Shares authorized
shall be unlimited. The Trustees may from time to time divide or
combine the Shares of any Series or Class into a greater or lesser
number without thereby changing the proportionate beneficial interests
in the Series or Class.
Section 4. No Pre-emptive Rights.
Shareholders shall have no pre-emptive or other right to subscribe to
any additional Shares or other securities issued by the Trust.
Section 5. Establishing and Designation of Series or Class.
Without limiting the authority of the Trustees set forth in Article
XII, Section 8, inter alia, to establish and designate any additional
Series or Class, or to modify the rights and preferences of any
existing Series or Class, the Series and Classes of the Trust shall be,
and hereby are, established and designated as:
Fifth Third Government Money Market Fund;
Class A Shares;
Institutional Shares;
Fifth Third Prime Money Market Fund;
Class A Shares;
Class B Shares;
Institutional Shares;
Advisor Shares;
Fifth Third Municipal Money Market Fund;
Class A Shares;
Institutional Shares;
Select Shares;
Preferred Shares;
Trust Shares;
Fifth Third Quality Growth Fund;
Class A Shares;
Class B Shares;
Class C Shares;
Institutional Shares;
2
Advisor Shares;
Fifth Third Disciplined Large Cap Value Fund
Class A Shares;
Class B Shares;
Class C Shares;
Institutional Shares;
Fifth Third Large Cap Opportunity Fund;
Class A Shares;
Class B Shares;
Class C Shares;
Institutional Shares;
Fifth Third Balanced Fund;
Class A Shares;
Class B Shares;
Class C Shares;
Institutional Shares;
Advisor Shares;
Fifth Third Mid Cap Growth Fund;
Class A Shares;
Class B Shares;
Class C Shares;
Institutional Shares;
Advisor Shares;
Fifth Third International Equity Fund;
Class A Shares;
Class B Shares;
Class C Shares;
Institutional Shares;
Fifth Third Technology Fund;
Class A Shares;
Class B Shares;
Class C Shares;
Institutional Shares;
Advisor Shares;
Fifth Third Intermediate Bond Fund;
Class A Shares;
Class B Shares;
Class C Shares;
Institutional Shares;
Fifth Third Bond Fund;
3
Class A Shares;
Class B Shares;
Class C Shares;
Institutional Shares;
Advisor Shares;
Fifth Third U.S. Government Bond Fund;
Class A Shares;
Class C Shares;
Institutional Shares;
Fifth Third Intermediate Municipal Bond Fund;
Class A Shares;
Class B Shares;
Class C Shares;
Institutional Shares;
Fifth Third Ohio Municipal Bond Fund;
Class A Shares;
Class B Shares;
Class C Shares;
Institutional Shares;
Fifth Third U.S. Treasury Money Market Fund;
Institutional Shares;
Select Shares;
Preferred Shares;
Trust Shares;
Fifth Third Strategic Income Fund;
Class C Shares;
Institutional Shares;
Advisor Shares;
Fifth Third Multi Cap Value Fund;
Class A Shares;
Class B Shares;
Class C Shares;
Institutional Shares;
Advisor Shares;
Fifth Third Worldwide Fund;
Class C Shares;
Institutional Shares;
Advisor Shares;
Fifth Third Micro Cap Value Fund;
4
Class A Shares;
Class B Shares;
Class C Shares;
Institutional Shares;
Advisor Shares;
Fifth Third Institutional Government Money Market Fund;
Class A Shares;
Class B Shares;
Class C Shares;
Institutional Shares;
Trust Shares;
Fifth Third Institutional Money Market Fund;
Institutional Shares;
Select Shares;
Preferred Shares;
Service Shares;
Fifth Third Michigan Municipal Money Market Fund;
Class A Shares;
Institutional Shares;
Fifth Third International GDP Fund;
Class A Shares;
Class B Shares;
Class C Shares;
Institutional Shares;
Fifth Third Small Cap Growth Fund;
Class A Shares;
Class B Shares;
Class C Shares;
Institutional Shares;
Advisor Shares;
Fifth Third Large Cap Core Fund;
Class A Shares;
Class B Shares;
Class C Shares;
Institutional Shares;
Fifth Third Equity Index Fund;
Class A Shares;
Class B Shares;
Class C Shares;
Institutional Shares;
Advisor Shares;
5
Select Shares;
Preferred Shares;
Trust Shares;
Fifth Third Short Term Bond Fund;
Class A Shares;
Institutional Shares;
Fifth Third Michigan Municipal Bond Fund;
Class A Shares;
Class B Shares;
Class C Shares;
Institutional Shares;
Fifth Third Municipal Bond Fund;
Class A Shares;
Class B Shares;
Class C Shares;
Institutional Shares;
Advisor Shares;
Fifth Third Ohio Tax Exempt Money Market Fund;
Class A Shares;
Institutional Shares;
Fifth Third LifeModel Conservative FundSM;
Institutional Shares;
Class A Shares;
Class B Shares;
Class C Shares;
Fifth Third LifeModel Moderately Conservative FundSM;
Institutional Shares;
Class A Shares;
Class B Shares;
Class C Shares;
Fifth Third LifeModel Moderate FundSM;
Institutional Shares;
Class A Shares;
Class B Shares;
Class C Shares;
Fifth Third LifeModel Moderately Aggressive FundSM;
6
Institutional Shares;
Class A Shares;
Class B Shares;
Class C Shares;
Fifth Third LifeModel Aggressive FundSM;
Institutional Shares;
Class A Shares;
Class B Shares;
Class C Shares;
Shares of any Series or Class established in this Section 5 shall have the
following relative rights and preferences:
(a) Assets belonging to Series or Class. All consideration received by the
Trust for the issue or sale of Shares of a particular Series or Class,
together with all assets in which such consideration is invested or
reinvested, all income, earnings, profits, and proceeds thereof from
whatever source derived, including, without limitation, any proceeds
derived from the sale, exchange or liquidation of such assets, and any
funds or payments derived from any reinvestment of such proceeds in
whatever form the same may be, shall irrevocably belong to that Series or
Class for all purposes, subject only to the rights of creditors, and shall
be so recorded upon the books of account of the Trust. Such consideration,
assets, income, earnings, profits and proceeds thereof, from whatever
source derived, including, without limitation, any proceeds derived from
the sale, exchange or liquidation of such assets, and any funds or payments
derived from any reinvestment of such proceeds, in whatever form the same
may be, are herein referred to as "assets belonging to" that Series or
Class. In the event that there are any assets, income, earnings, profits
and proceeds thereof, funds or payments which are not readily identifiable
as belonging to any particular Series or Class (collectively, "General
Assets"), the Trustees shall allocate such General Assets to, between or
among any one or more of the Series or Classes established and designated
from time to time in such manner and on such basis as they, in their sole
discretion, deem fair and equitable, and any General Assets so allocated to
a particular Series or Class shall belong to that Series or Class. Each
such allocation by the Trustees shall be conclusive and binding upon the
Shareholders of all Series or Classes for all purposes.
(b) Liabilities Belonging to Series or Class. The assets belonging to each
particular Series or Class shall be charged with the liabilities of the
Trust in respect to that Series or Class and all expenses, costs, charges
and reserves attributable to that Series or Class, and any general
liabilities of the Trust which are not readily identifiable as belonging to
any particular Series or Class shall be allocated and charged by the
Trustees to and among any one or more of the Series or Classes established
and designated from time to time in such manner and on such basis as the
Trustees in their sole discretion deem fair and equitable. The liabilities,
expenses, costs, charges and reserves so charged to a Series or Class are
herein referred to as "liabilities belonging to" that Series or Class. Each
allocation of liabilities belonging to a Series or Class by the Trustees
shall be conclusive and binding upon the Shareholders of all Series or
Classes for all purposes.
(c) Dividends, Distributions, Redemptions, Repurchases and Indemnification.
Notwithstanding any other provisions of this Declaration, including,
without limitation, Article X, no dividend or distribution (including,
without limitation, any distribution paid upon termination of the Trust or
of any Series or Class) with respect to, nor any redemption or repurchase
of the Shares of any Series or Class shall be effected by the Trust other
than from the assets belonging to such Series or Class, nor except as
specifically provided in Section 1 of Article XI hereof, shall any
Shareholder of any particular Series or Class otherwise have any right or
claim against the assets belonging to any other Series or Class except to
the extent that such Shareholder has such a right or claim hereunder as a
Shareholder of such other Series or Class.
(d) Voting. Notwithstanding any of the other provisions of this
Declaration, including, without limitation, Section 1 of Article VIII, only
Shareholders of a particular Series or Class shall be entitled to vote on
any matters affecting such Series or Class. Except with respect to matters
as to which any particular Series or
7
Class is affected, all of the Shares of each Series or Class shall, on
matters as to which such Series or Class is entitled to vote, vote with
other Series or Classes so entitled as a single class. Notwithstanding the
foregoing, with respect to matters which would otherwise be voted on by two
or more Series or Classes as a single class, the Trustees may, in their
sole discretion, submit such matters to the Shareholders of any or all such
Series or Classes, separately.
(e) Fraction. Any fractional Share of a Series or Class shall carry
proportionately all the rights and obligation of a whole Share of that
Series or Class, including rights with respect to voting, receipt of
dividends and distributions, redemption of Shares and termination of the
Trust or of any Series or Class.
(f) Exchange Privilege. The Trustees shall have the authority to provide
that the holders of Shares of any Series or Class shall have the right to
exchange said Shares for Shares of one or more other Series or Classes in
accordance with such requirements and procedures as may be established by
the Trustees.
(g) Combination of Series or Classes. The Trustees shall have the
authority, without the approval of the Shareholders of any Series or Class,
unless otherwise required by applicable law, to combine the assets and
liabilities belonging to a single Series or Class with the assets and
liabilities of one or more other Series or Classes.
(h) Elimination of Series or Classes. At any time that there are no Shares
outstanding of any particular Series or Class previously established and
designated, the Trustees may amend this Declaration of Trust to abolish
that Series or Class and to rescind the establishment and designation
thereof.
ARTICLE IV
THE TRUSTEES
Section 2. Election of Trustees at Meeting of Shareholders.
On a date fixed by the Trustees, which shall be subsequent to the initial
public offering of Shares, the Shareholders shall elect Trustees. The
number of Trustees shall be determined by the Trustees pursuant to Article
IV, Section 5.
Section 3. Term of Office of Trustees.
The Trustees shall hold office during the lifetime of this Trust, and until
its termination as hereinafter provided; except (a) that any Trustee may
resign his office at any time by written instrument signed by him and
delivered to the other Trustees, which shall take effect upon such delivery
or upon such later date as is specified therein; (b) that any Trustee may
be removed at any time by written instrument signed by at least two-thirds
of the number of Trustees prior to such removal, specifying the date when
such removal shall become effective; (c) that any Trustee who requests in
writing to be retired or who has become mentally or physically
incapacitated may be retired by written instrument signed by a majority of
the other Trustees, specifying the date of his retirement; and (d) a
Trustee may be removed at any special meeting of Shareholders of the Trust
by a vote of two-thirds of the outstanding Shares.
Section 7. Ownership of Assets.
The assets belonging to each Series or Class shall be held separate and
apart from any assets now or hereafter held in any capacity other than as
Trustee hereunder by the Trustees or any successor Trustee. All of the
assets belonging to each Series or Class or owned by the Trust shall at all
times be considered as vested in the Trustees. No Shareholder shall be
deemed to have a severable ownership interest in any individual asset
belonging to any Series or Class or owned by the Trust or any right of
partition or possession thereof, but each Shareholder shall have a
proportionate undivided beneficial interest in a Series or Class.
8
ARTICLE VIII
SHAREHOLDERS' VOTING POWERS AND MEETINGS
Section 1. Voting Powers.
Subject to the provisions set forth in Article III, Section 5(d), the
Shareholders shall have the power to vote, (i) for the election of Trustees
as provided in Article IV, Section 2; (ii) for the removal of Trustees as
provided in Article IV, Section 3(d); (iii) with respect to any investment
adviser or sub-investment adviser as provided in Article VII, Section 1;
(iv) with respect to the amendment of this Declaration of Trust as provided
in Article XII, Section 7; (v) to the same extent as the shareholders of a
Massachusetts business corporation as to whether or not a court action,
proceeding or claim should be brought or maintained derivatively or as a
class action on behalf of the Trust or the Shareholders; and (vi) with
respect to such additional matters relating to the Trust as may be required
by law, by this Declaration of Trust, or the By-Laws of the Trust or any
regulation of the Trust or the Commission or any State, or as the Trustees
may consider desirable. Each whole Share shall be entitled to one vote as
to any matter on which it is entitled to vote, and each fractional Share
shall be entitled to a proportionate fractional vote. There shall be no
cumulative voting in the election of Trustees. Shares may be voted in
person or by proxy. Until Shares of a Series or Class are issued, the
Trustees may exercise all rights of Shareholders of such Series or Class
with respect to matters affecting such Series or Class, and may take any
action with respect to the Trust or such Series or Class required or
permitted by law, this Declaration of Trust or any By-Laws of the Trust to
be taken by Shareholders.
Section 2. Meetings.
A Shareholders meeting shall be held as specified in Section 2 of Article
IV at the principal office of the Trust or such other place as the Trustees
may designate. Special meetings of the Shareholders may be called by the
Trustees or the Chief Executive Officer of the Trust and shall be called by
the Trustees upon the written request of Shareholders owning at least
one-tenth of the outstanding Shares of all Series and Classes entitled to
vote. Shareholders shall be entitled to at least fifteen days' notice of
any meeting.
Section 3. Quorum and Required Vote.
Except as otherwise provided by law, to constitute a quorum for the
transaction of any business at any meeting of Shareholders there must be
present, in person or by proxy, holders of more than fifty percent of the
total number of outstanding Shares of all Series and Classes entitled to
vote at such meeting. When any one or more Series or Classes is entitled to
vote as a single Series or Class, more than fifty percent of the shares of
each such Series of Class entitled to vote shall constitute a quorum at a
Shareholder's meeting of that Series or Class. If a quorum shall not be
present for the purpose of any vote that may properly come before the
meeting, the Shares present in person or by proxy and entitled to vote at
such meeting on such matter may, by plurality vote, adjourn the meeting
from time to time to such place and time without further notice than by
announcement to be given at the meeting until a quorum entitled to vote on
such matter shall be present, whereupon any such matter may be voted upon
at the meeting as though held when originally convened. Subject to any
applicable requirement of law or of this declaration of Trust or the
By-Laws, a plurality of the votes cast shall elect a Trustee, and all other
matters shall be decided by a majority of the votes cast and entitled to
vote thereon.
ARTICLE X
DISTRIBUTIONS AND REDEMPTIONS
Section 1. Distributions.
9
(a) The Trustees may from time to time declare and pay dividends to the
Shareholders of any Series or Class, and the amount of such dividends and
the payment of them shall be wholly in the discretion of the Trustees. Such
dividends may be accrued and automatically reinvested in additional Shares
(or fractions thereof) of the relevant Series or Class or paid in cash or
additional Shares of such Series or class, all upon such terms and
conditions as the Trustees may prescribe.
(c) All dividends and distributions on Shares of a particular Series or
Class shall be distributed pro rata to the holders of that Series or Class
in proportion to the number of Shares of that Series or Class held by such
holders and recorded on the books of the Trust or its transfer agent at the
date and time of record established for that payment.
Section 2. Redemptions and Repurchases.
(a) In case any Shareholder of record of any Series or Class at any time
desires to dispose of Shares of such Series or Class recorded in his name,
he may deposit a written request (or such other form of request as the
Trustees may from time to time authorize) requesting that the Trust
purchase his Shares, together with such other instruments or authorizations
to effect the transfer as the Trustees may from time to time require, at
the office of the Transfer Agent, and the Trust shall purchase his Shares
out of assets belonging to such Series or Class. The purchase price shall
be the net asset value of his shares reduced by any redemption charge as
the Trustees from time to time may determine.
Payment for such Shares shall be made by the Trust to the Shareholder of
record within that time period required under the 1940 Act after the
request (and, if required, such other instruments or authorizations of
transfer) is deposited, subject to the right of the Trustees to postpone
the date of payment pursuant to Section 4 of this Article X. If the
redemption is postponed beyond the date on which it would normally occur by
reason of a declaration by the Trustees suspending the right of redemption
pursuant to Section 4 of this Article X, the right of the Shareholder to
have his Shares purchased by the Trust shall be similarly suspended, and he
may withdraw his request (or such other instruments or authorizations of
transfer) from deposit if he so elects; or, if he does not so elect, the
purchase price shall be the net asset value of his Shares determined next
after termination of such suspension (reduced by any redemption charge),
and payment therefor shall be made within the time period required under
the 1940 Act.
Section 5. Trust's Right to Redeem Shares.
The Trust shall have the right to cause the redemption of Shares of any
Series or Class in any Shareholder's account for their then current net
asset value and promptly make payment to the Shareholder (which payment may
be reduced by any applicable redemption charge), if at any time the total
investment in the account does not have a minimum dollar value determined
from time to time by the Trustees in their sole discretion.
ARTICLE XI
LIMITATION OF LIABILITY AND INDEMNIFICATION
Section 1. Limitation of Personal Liability and Indemnification of Shareholders.
The Trustees, officers, employees or agents of the Trust shall have no
power to bind any Shareholder of any Series or Class personally or to call
upon such Shareholder for the payment of any sum of money or assessment
whatsoever, other than such as the Shareholder may at any time agree to pay
by way of subscription to any Shares or otherwise.
No Shareholder or former Shareholder of any Series or Class shall be liable
solely by reason of his being or having been a Shareholder for any debt,
claim, action, demand, suit, proceeding, judgement, decree, liability or
obligation of any kind, against, or with respect to the Trust or any Series
or Class arising out of
10
any action taken or omitted for or on behalf of the Trust or such Series or
Class, and the Trust or such Series or Class shall be solely liable
therefor and resort shall be had solely to the property of the relevant
Series or Class of the Trust for the payment or performance thereof.
Each Shareholder or former Shareholder of any Series or Class (or their
heirs, executors, administrators or other legal representatives or, in case
of a corporate entity, its corporate or general successor) shall be
entitled to be indemnified and reimbursed by the Trust to the full extent
of such liability and the costs of any litigation or other proceedings in
which such liability shall have been determined, including, without
limitation, the fees and disbursements of counsel if, contrary to the
provisions hereof, such Shareholder or former Shareholder of such Series or
Class shall be held to be personally liable. Such indemnification and
reimbursement shall come exclusively from the assets of the relevant Series
or Class.
The Trust shall, upon request by a Shareholder or former Shareholder,
assume the defense of any claim made against any Shareholder for any act or
obligation of the Trust or any Series or Class and satisfy any judgment
thereon.
Section 3. Express Exculpatory Clauses and Instruments.
The Trustees shall use every reasonable means to assure that all persons
having dealings with the Trust or any Series or Class shall be informed
that the property of the Shareholders and the Trustees, officers, employees
and agents of the Trust or any series or Class shall not be subject to
claims against or obligations of the Trust or any other Series or Class to
any extent whatsoever. The Trustees shall cause to be inserted in any
written agreement, undertaking or obligation made or issued on behalf of
the Trust or any Series or Class (including certificates for Shares of any
Series or Class) an appropriate reference to the provisions of this
Declaration, providing that neither the Shareholders, the Trustees, the
officers, the employees nor any agent of the Trust or any Series or Class
shall be liable thereunder, and that the other parties to such instrument
shall look solely to the assets belonging to the relevant Series or class
for the payment of any claim thereunder or for the performance thereof; but
the omission of such provisions from any such instrument shall not render
any Shareholder, Trustee, officer, employee or agent liable, nor shall the
Trustee, or any officer, agent or employee of the Trust or any Series or
Class be liable to anyone for such omission. If, notwithstanding this
provision, any Shareholder, Trustee, officer, employee or agent shall be
held liable to any other person by reason of the omission of such provision
from any such agreement, undertaking or obligation, the Shareholder,
Trustee, officer, employee or agent shall be indemnified and reimbursed by
the Trust.
ARTICLE XII
MISCELLANEOUS
Section 3. Establishment of Record Dates.
The Trustees may close the Share transfer books of the Trust maintained
with respect to any Series or Class for a period not exceeding sixty (60)
days preceding the date of any meeting of Shareholders of the Trust or any
Series or Class, or the date for the payment of any dividend or the making
of any distribution to Shareholders, or the date for the allotment of
rights, or the date when any change or conversion or exchange or Shares of
any Series or Class shall go into effect; or in lieu of closing the Share
transfer books as aforesaid, the Trustees may fix in advance a date, not
exceeding sixty (60) days preceding the date of any meeting of Shareholders
of the Trust or any Series or Class, or the date for the payment of any
dividend or the making of any distribution to Shareholders of any Series or
Class, or the date for the allotment of rights, or the date when any change
or conversion or exchange of Shares of any Series or Class shall go into
effect, or the last day on which the consent or dissent of Shareholders of
any Series or Class may be effectively expressed for any purpose, as a
record date for the determination of the Shareholders entitled to notice
of, and, to vote at, any such meeting and any adjournment thereof, or
entitled to receive payment of any such dividend or distribution, or to any
such allotment of rights, or to exercise the rights in respect of
11
any such change, conversion or exchange of shares, or to exercise the right
to give such consent or dissent, and in such case such Shareholders and
only such Shareholders as shall be Shareholders of record on the date so
fixed shall be entitled to such notice of, and to vote at, such meeting, or
to receive payment of such dividend or distribution, or to receive such
allotment or rights, or to exercise such rights, as the case may be,
notwithstanding, after such date fixed aforesaid, any transfer of any
Shares on the books of the Trust maintained with respect to any Series or
Class. Nothing in the foregoing sentence shall be construed as precluding
the Trustees from setting different record dates for different Series or
Classes.
Section 4. Termination of Trust.
(c) Subject to a Majority Shareholder Vote by such Series or Class, the
Trustees may at any time sell and convert into money all the assets of the
Trust or any Series of Class. Upon making provision for the payment of all
outstanding obligations, taxes and other liabilities, accrued or
contingent, belonging to each Series or Class, the Trustees shall
distribute the remaining assets belonging to each Series or Class ratably
among the holders of the outstanding Shares of that Series or Class.
Section 5. Offices of the Trust, Filing of Copies, Headings, Counterparts.
The Trust shall maintain a usual place of business in Massachusetts, which,
initially, shall be 2 Oliver Street, c/o CT Corporate Systems, Boston,
Massachusetts, and shall continue to maintain an office at such address
unless changed by the Trustees to another location in Massachusetts. The
Trust may maintain other offices as the Trustees may from time to time
determine. The original or a copy of this instrument and of each
declaration of trust supplemental hereto shall be kept at the office of the
Trust where it may be inspected by any Shareholder. A copy of this
instrument and of each supplemental declaration of trust shall be filed by
the Trustees with the Massachusetts Secretary of State and the Boston City
Clerk, as well as any other governmental office where such filing may from
time to time be required. Headings are placed herein for convenience of
reference only and in case of any conflict, the text of this instrument,
rather than the headings shall control. This instrument may be executed in
any number of counterparts each of which shall be deemed an original.
ARTICLE IV
SHAREHOLDERS' MEETINGS
Section 1. Special Meetings.
A special meeting of the Shareholders of the Trust or of a particular
Series or Class shall be called by the Secretary whenever ordered by the
Trustees, the Chairman or requested in writing by the holder or holders of
at least one-tenth of the outstanding Shares of the Trust or of the
relevant Series or Class, entitled to vote. If the Secretary, when so
ordered or requested, refuses or neglects for more than two days to call
such special meeting, the Trustees, Chairman or the Shareholders so
requesting may, in the name of the Secretary, call the meeting by giving
notice thereof in the manner required when notice is given by the
Secretary.
ARTICLE IX
INDEMNIFICATION OF TRUSTEES AND OFFICERS
Section 2. No indemnification.
No indemnification shall be provided hereunder to a Trustee or officer
against any liability to the Trust or any Series or Class or the
Shareholders of any Series or Class by reason of willful misfeasance, bad
faith, gross negligence, or reckless disregard of the duties involved in
the conduct of his office.
12
ARTICLE XIV
REPORT TO SHAREHOLDERS
The Trustees shall at least semi-annually submit to the Shareholders of
each Series or Class a written financial report of the transactions of that
Series or Class including financial statements which shall at least
annually be certified by independent public accountants.
(6) (i) Investment Advisory Contract dated February 28, 2003 between the
Registrant and Fifth Third Asset Management Inc. (incorporated by
reference to Registrant's Post-Effective Amendment No. 48 on Form N-1A
filed on or about May 7, 2003).
(A) Schedule A to the Investment Advisory Contract (incorporated by
reference to Registrant's Post-Effective Amendment No. 48 on Form
N-1A filed on or about May 7, 2003).
(ii) Investment Advisory Contract of the Fifth Third Large Cap Opportunity
Fund, including Schedule A, between Fifth Third Funds and Heartland
Capital Management, Inc. (incorporated by reference to Registrant's
Post-Effective Amendment No. 48 on Form N-1A filed on or about May 7,
2003).
(iii) Sub-Advisory Agreement for the Fifth Third International Equity Fund
between Fifth Third Asset Management Inc. and Morgan Stanley Asset
Management, Inc. dated April 30, 2001 (incorporated by reference to
Registrant's Post-Effective Amendment No. 48 on Form N-1A filed on or
about May 7, 2003).
(A) Exhibit A to the Sub-Advisory Agreement (incorporated by
reference to Registrant's Post-Effective Amendment No. 48 on Form
N-1A filed on or about May 7, 2003).
(iv) Sub-Advisory Agreement for the Fifth Third Small Cap Value Fund
between Fifth Third Asset Management, Inc. and Chartwell Investment
Partners dated January 8, 2003 (incorporated by reference to
Registrant's Post-Effective Amendment No. 48 on Form N-1A filed on or
about May 7, 2003).
(7) (i) Form of Amended and Restated Distribution Agreement of the
Registrant dated October 29, 2001 as amended and restated on July 1,
2003 (incorporated by reference to Registrant's Post-Effective
Amendment No. 48 on Form N-1A filed on or about May 7, 2003).
(A) Form of Amended Schedules A, B, C, D and E to the Distribution
Agreement (incorporated by reference to Registrant's
Post-Effective Amendment No. 48 on Form N-1A filed on or about
May 7, 2003).
(ii) Administrative Service Agreement of the Registrant (incorporated by
reference to Registrant's Post-Effective Amendment No. 19 on Form N-1A
filed on or about October 28, 1996).
(A) Amended Exhibit A to the Administrative Service Agreement dated
November 30, 2002 (incorporated by reference to Registrant's
Post-Effective Amendment No. 47 on Form N-1A filed on or about
February 7, 2003).
(8) Not applicable.
(9) (i) Custody Agreement of the Registrant (incorporated by reference to
Registrant's Post-Effective Amendment No. 25 on Form N-lA filed on or
about November 28, 1997).
13
(A) Amended Exhibit B to Custody Agreement (incorporated by reference
to Registrant's Post-Effective Amendment No. 22 on Form N-1A
filed on or about September 30, 1997).
(B) Amendment dated May 18, 1999 to the Custody Agreement
(incorporated by reference to Registrant's Post-Effective
Amendment No. 29 on Form N-1A filed on or about October 1, 1999).
(ii) Foreign Custody Agreement dated May 25, 1999 between Fifth Third Bank
and The Bank of New York (incorporated by reference to Registrant's
Post-Effective Amendment No. 29 on Form N-1A filed on or about October
1, 1999).
(A) Foreign Custody Manager Agreement dated May 25, 1999 between the
Registrant and The Bank of New York (incorporated by reference to
Registrant's Post-Effective Amendment No. 29 on Form N-1A filed
on or about October 1, 1999).
(B) Foreign Custody Manager Letter Agreement dated May 25, 1999
between the Registrant and Fifth Third Bank (incorporated by
reference to Registrant's Post-Effective Amendment No. 29 on Form
N-1A filed on or about October 1, 1999).
(10) (i) Transfer Agency and Accounting Services Agreement of the
Registrant (incorporated by reference to Registrant's Post-Effective
Amendment No. 15 on Form N-1A filed February 28, 1995).
(A) Amended Schedule A to the Transfer Agency and Accounting Services
Agreement dated November 30, 2002 (incorporated by reference to
Registrant's Post-Effective Amendment No. 47 on Form N-1A filed
on or about February 7, 2003).
(ii) Management and Administration Agreement of the Registrant dated
October 29, 2001 (incorporated by reference to Registrant's
Post-Effective Amendment No. 48 on Form N-1A filed on or about May 7,
2003).
(A) Amended Schedule A to the Management and Administration Agreement
dated November 30, 2002 (incorporated by reference to
Registrant's Post-Effective Amendment No. 47 on Form N-1A filed
on or about February 7, 2003).
(iii) Sub-Administration Agreement, including Schedules A, B, and C, dated
October 29, 2001 (incorporated by reference to Registrant's
Post-Effective Amendment No. 48 on Form N-1A filed on or about May 7,
2003).
(iv) Sub-Transfer Agency Agreement including Schedules A, B, C, and D
(incorporated by reference to Registrant's Post-Effective Amendment
No. 48 on Form N-1A filed on or about May 7, 2003).
(v) Form of Amended and Restated Shareholder Servicing Plan dated
September 20, 2000 as amended and restated July 1, 2003 (incorporated
by reference to Registrant's Post-Effective Amendment No. 48 on Form
N-1A filed on or about May 7, 2003).
(A) Form of Schedule A, B, C and D to the Shareholder Servicing Plan
(incorporated by reference to Registrant's Post-Effective
Amendment No. 48 on Form N-1A filed on or about May 7, 2003).
(vi) Amended Rule l2b-1 Plan dated December 1, 1995 (incorporated by
reference to Registrant's Post-Effective Amendment No. 35 on Form N-1A
filed on or about September 29, 2000).
(A) Form of Amended Exhibits A, B, C, and D to the Rule 12b-1 Plan
(incorporated by reference to Registrant's Post-Effective
Amendment No. 45 on Form N-1A filed on or about September 13,
2002).
14
(vii) Combined Rule 12b-1 Agreement dated September 19, 2001 (incorporated
by reference to Registrant's Post-Effective Amendment No. 45 on Form
N-1A filed on or about September 13, 2002).
(A) Form of Amended Exhibit A to the Combined Rule 12b-1 Agreement
(incorporated by reference to Registrant's Post-Effective
Amendment No. 45 on Form N-1A filed on or about September 13,
2002).
(viii) Investment B Rule 12b-1 Plan dated April 1, 2000 (incorporated by
reference to Registrant's Post-Effective Amendment No. 35 on Form N-1A
filed on or about September 29, 2000).
(A) Form of Amended Exhibit A to the Investment B Rule 12b-1 Plan
(incorporated by reference to Registrant's Post-Effective
Amendment No. 45 on Form N-1A filed on or about September 13,
2002).
(ix) Form of Amended Multiple Class Plan (incorporated by reference to
Registrant's Post-Effective Amendment No. 48 on Form N-1A filed on or
about May 7, 2003).
(A) Form of Amended Exhibit A to the Multiple Class Plan
(incorporated by reference to Registrant's Post-Effective
Amendment No. 48 on Form N-1A filed on or about May 7, 2003)
(11) Opinion and Consent of Ropes & Gray Regarding Securities is filed herewith.
(12) Form of Opinion and Consent of Ropes & Gray Regarding Tax Matters is filed
herewith.
(13) (i) Code of Ethics for Fifth Third Funds (incorporated by reference to
Registrant's Post-Effective Amendment No. 47 on Form N-1A filed on or
about November 27, 2002).
(ii) Code of Ethics for Fifth Third Asset Management Inc. (incorporated by
reference to Registrant's Post-Effective Amendment No. 43 on Form N-1A
filed on or about May 15, 2002).
(iii) Code of Ethics for BISYS Fund Services (incorporated by reference to
Registrant's Post-Effective Amendment No. 35 on Form N-1A filed on or
about September 29, 2000).
(iv) Code of Ethics for Morgan Stanley Dean Witter Investment Management
Inc. (incorporated by reference to Registrant's Post-Effective
Amendment No. 35 on Form N-1A filed on or about September 29, 2000).
(v) Code of Ethics for Chartwell Investment Partners (incorporated by
reference to Registrant's Post-Effective Amendment No. 48 on Form N-1A
filed on or about May 7, 2003).
(vi) Code of Ethics for Heartland Capital Management, Inc. (incorporated by
reference to Registrant's Post-Effective Amendment No. 48 on Form N-1A
filed on or about May 7, 2003).
(14) Consent of PricewaterhouseCoopers LLP is filed herewith.
(15) Not applicable.
(16) (i) Power of Attorney for David Bunstine (incorporated by reference to
Registrant's Post-Effective Amendment No. 49 on Form N-1A filed on or
about July 1, 2003).
(ii) Power of Attorney for Adam S. Ness (incorporated by reference to
Registrant's Post-Effective Amendment No. 49 on Form N-1A filed on or
about July 1, 2003).
15
(iii) Power of Attorney for Edward Burke Carey (incorporated by reference
to Registrant's Post-Effective Amendment No. 49 on Form N-1A filed on
or about July 1, 2003).
(iv) Power of Attorney for John E. Jaymont (incorporated by reference to
Registrant's Post-Effective Amendment No. 49 on Form N-1A filed on or
about July 1, 2003).
(v) Power of Attorney for David J. Durham (incorporated by reference to
Registrant's Post-Effective Amendment No. 49 on Form N-1A filed on or
about July 1, 2003).
(vi) Power of Attorney for J. Joseph Hale, Jr. (incorporated by reference
to Registrant's Post-Effective Amendment No. 49 on Form N-1A filed on
or about July 1, 2003).
(17) (i) Fifth Third Funds Statement of Additional Information dated November
30, 2002, as amended February 28, 2003 is filed herewith.
(i) Fifth Third Funds Annual Report dated July 31, 2002 is filed herewith.
ITEM 17. UNDERTAKINGS
(1) The registrant agrees that prior to any public reoffering of the securities
registered through the use of a prospectus which is a part of this
registration statement by any person or party who is deemed to be an
underwriter within the meaning of Rule 145(c) of the Securities Act, the
reoffering prospectus will contain the information called for by the
applicable registration form for reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items
of the applicable form.
(2) The registrant agrees that every prospectus that is filed under paragraph
(1) above will be filed as a part of an amendment to the registration
statement and will not be used until the amendment is effective, and that,
in determining any liability under the 1933 Act, each post-effective
amendment shall be deemed to be a new registration statement for the
securities offered therein, and the offering of the securities at that time
shall be deemed to be the initial bona fide offering of them.
16
SIGNATURES
As required by the Securities Act of 1933, this Registration Statement has been
signed on behalf of the Registrant in the City of Washington, District of
Columbia, on the 27th day of August 2003.
FIFTH THIRD FUNDS
*BY: /s/ C. David Bunstine
----------------------
C. David Bunstine, President
SIGNATURE TITLE DATE
* /s/ C. David Bunstine President
- ------------------------------------ (Principal Executive Officer) August 27, 2003
C. David Bunstine
* /s/ Adam S. Ness Treasurer (Principal Financial
- ------------------------------------ and Accounting Officer) August 27, 2003
Adam S. Ness
* /s/ Edward Burke Carey Chairman and Trustee August 27, 2003
- ------------------------------------
Edward Burke Carey
* /s/ David J. Durham Trustee August 27, 2003
- ---------------------------
David J. Durham
* /s/ J. Joseph Hale, Jr. Trustee August 27, 2003
- ------------------------------------
J. Joseph Hale, Jr.
* /s/ John E. Jaymont Trustee August 27, 2003
- ---------------------------
John E. Jaymont
*By: /s/ Alyssa Albertelli
---------------------------------------
Alyssa Albertelli, as Attorney-in-fact pursuant to Powers of Attorney
incorporated by reference herein
17
EXHIBIT INDEX
(4) Plan of Reorganization of Fifth Third Funds
(11) Opinion and Consent of Ropes & Gray Regarding Securities
(12) Form of Opinion and Consent of Ropes & Gray Regarding Tax Matters
(14) Consent of PricewaterhouseCoopers
(17)(i) Fifth Third Funds Statement of Additional Information