As filed with the Securities and Exchange Commission on September 28, 2007
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. 2
POST-EFFECTIVE AMENDMENT NO. ____
(Check appropriate box or boxes)
FIFTH THIRD FUNDS
(Exact Name of Registrant as Specified in Charter)
38 Fountain Square Plaza
Cincinnati, Ohio 45263
(Address of Principal Executive Offices) (Zip code)
Registrant's Telephone Number: (800) 282-5706
E. Keith Wirtz
President
Fifth Third Funds
38 Fountain Square Plaza
Cincinnati, Ohio 45263
(Name and Address of Agent for Service)
Copy to:
Alan G. Priest, Esquire
Ropes & Gray LLP
700 12th Street, N.W., Suite 900
Washington, D.C. 20005
Approximate Date of Proposed Public Offering: As soon as practicable after this
Registration Statement becomes effective.
It is proposed that this Registration Statement become effective on September
28, 2007 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.
FIFTH THIRD FUNDS
PART A. INFORMATION REQUIRED IN A PROSPECTUS
Part A is incorporated by reference to Part A of Registration Statement on Form
N-14 of Fifth Third Funds (the "Registrant") under the Securities Act of 1933,
filed with the Securities and Exchange Commission (the "SEC") on August 30, 2007
("N-14").
PART B. INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION
Part B is incorporated by reference to Part B of the Registrant's N-14.
PART C. OTHER INFORMATION
Part C is incorporated by reference to Part C of the Registrant's N-14.
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 28th day of September 2007.
FIFTH THIRD FUNDS
* /s/ E. Keith Wirtz
- --------------------
E. Keith Wirtz
President
As required by the Securities Act of 1933, this Registration Statement has been
signed in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
* /s/ E. Keith Wirtz President September 28, 2007
- -------------------------- (Principal Executive Officer)
E. Keith Wirtz
* /s/ Christopher Bell Treasurer September 28, 2007
- -------------------------- (Principal Financial and Accounting Officer)
Christopher Bell
* /s/ Edward Burke Carey Chairman and Trustee September 28, 2007
- --------------------------
Edward Burke Carey
* /s/ David J. Durham Trustee September 28, 2007
- --------------------------
David J. Durham
* /s/ J. Joseph Hale, Jr. Trustee September 28, 2007
- --------------------------
J. Joseph Hale, Jr.
* /s/ John E. Jaymont Trustee September 28, 2007
- --------------------------
John E. Jaymont
* /s/ David J. Gruber Trustee September 28, 2007
- --------------------------
David J. Gruber
*By: /s/ Alyssa Albertelli
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Alyssa Albertelli, as Attorney-in-fact pursuant to Powers of Attorney
incorporated herein by reference.