[LOGO] Fifth Third Funds
[ARTWORK]
Strategic Income Fund
Multicap Value Fund
Worldwide Fund
Microcap Value Fund
Fifth Third Funds
Institutional, Advisor,
Investment A, B, and C Shares
Working hard to
build your wealth!
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Prospectus
_________, 2001
The Securities and Exchange Commission has not approved or disapproved the
shares described in this prospectus or determined whether this prospectus is
accurate or complete. Any representation to the contrary is a criminal
offense.
Fifth Third Funds
Maxus Successor Stock and Bond Mutual Funds
Institutional Shares
Advisor Shares
Investment A Shares
Investment B Shares
Investment C Shares
Overview
This section provides important information about each of the stock and bond
funds (the "Funds"), each a separate series of Fifth Third Funds, including:
. the investment objective
. principal investment strategies
. principle risks, and
. volatility and performance information
All funds are managed by Fifth Third Asset Management.
Like all mutual funds, share prices of the Funds may rise and fall in value and
you could lose money. There is no guarantee that any Fund will achieve its
objective.
Fifth Third Strategic Income Fund
Fifth Third Multicap Value Fund
Fifth Third Worldwide Fund
Fifth Third Microcap Value Fund
The information required by Items 1 through 9 for the above referenced Funds of
Fifth Third Funds (the "registrant") is hereby incorporated by reference to Part
A of Post-Effective Amendment No. 36 to the Registrant's Registration Statement
of Form N-1A, filed with the Securities and Exchange Commission on November 30,
2000.
Table of Contents
This prospectus has been arranged into different sections so that you can easily
review this important information. For more detailed information about each
Fund, please see:
Objectives, Strategies and Risks
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Strategic Income Fund 3
Multicap Value Fund 6
Worldwide Fund 8
Microcap Value Fund 11
Shareholder Fees and Fund Expenses
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Fee Tables 13
Expense Examples 15
Additional Information About the Funds' Investments
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17
Fund Management
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Investment Advisor 23
Portfolio Managers 24
Fund Administration 25
Shareholder Information
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Purchasing And Selling Fund Shares 26
Purchasing And Adding To Your Shares 26
Selling Your Shares 29
Exchanging Your Shares 34
Distribution Arrangements/ Sales Charges for Stock and Bond Funds 36
Dividends And Capital Gains 42
Taxation 42
Financial Highlights
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43
Back Cover
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Where to learn more about Fifth Third Funds
Fifth Third Strategic Income Fund
LOGO
Fundamental Objective High level of total return (using a
combination of income and capital
appreciation) consistent with reasonable risk.
Principal Investment Strategies Under normal market conditions, the Fund
invests at least 80% of total assets in
income-producing securities (such as debt
securities), preferred stocks and common and
preferred shares of closed-end investment
companies (also known as "closed-end funds")
having portfolios consisting primarily of
income-producing securities). Certain of the
debt securities and preferred stocks in which
the Fund invests may be convertible into
common shares. To a lesser degree, the Fund
will invest directly in common shares bearing
high dividends.
The Fund will alter the composition of its
portfolio as economic and market trends
change. The Advisor will increase its
investment in short-term debt securities
during periods when it believes interest rates
will rise and will increase its investment in
long-term debt securities when it believes
interest rates will decline. The Fund may
invest in debt securities of any maturity.
In selecting corporate debt securities for the
Fund the Advisor intends to invest principally
in securities rated BBB or better by Standard
& Poor's Corporation(R) rating service, but
may invest in securities rated as low as BB,
B, CCC or CC or unrated securities when these
investments are believed by the Advisor to be
sound. The Fund will not invest more than 20%
of its portfolio in (i) securities rated BB or
lower by Standard & Poor's Corporation and/or
(ii) unrated securities which, in the opinion
of the Advisor, are of quality comparable to
those rated BB or lower. Securities rated
lower than BBB by Standard & Poor's, sometimes
referred to as "junk bonds," are usually
considered lower-rated securities and have
speculative characteristics.
In selecting closed-end funds for the Fund,
the Advisor will invest in closed-end funds
which, in choosing corporate debt securities
in which they invest, adhere to ratings
criteria no less strict than those followed by
the Fund in selecting its direct investments
in corporate debt securities. Such closed-end
funds may invest in debt securities of United
States or foreign issuers.
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 impact the ability of the Fund
to achieve its investment objective.
1
Principal Investment Risks
An investment in the Fund is not a deposit of Fifth Third Bank or any other bank
and is not insured or guaranteed by the FDIC or any other government agency.
The principal risks of investing in the Fund
include the risks of investing in debt
securities. Prices of debt securities rise and
fall in response to interest rate changes for
similar securities. Generally, when interest
rates rise, prices of debt securities fall.
The net asset value of the Fund may also
decrease during periods of rising interest
rates. An issuer of debt securities may
default (fail to repay interest and principal
when due). If an issuer defaults or the risk
of such default is perceived to have
increased, the Fund will lose all or part of
its investment. The net asset value of the
Fund may fall during periods of economic
downturn when such defaults or risk of
defaults increase. Securities rated below
investment grade, also known as junk bonds,
generally entail greater risks than investment
grade securities. For example, their prices
are more volatile, their values are more
negatively impacted by economic downturns, and
their trading market may be more limited.
Investments in closed-end funds present
additional risks to investors. Investment by
the Fund in closed-end funds results in a
duplication of advisory fees and other
expenses, thereby resulting in a lower return
for the Fund than would be the case in the
absence of such duplication. Such investments
may be less liquid than other investments. In
addition, since these closed-end funds invest
in debt securities, they are subject to the
same risks described above.
Also, certain of the closed-end funds in
which the Fund invests may invest part or all
of their assets in debt securities of foreign
issuers. Because foreign securities ordinarily
are denominated in currencies other than the
U.S. dollar, changes in foreign currency
exchange rates will affect the closed-end
fund's net asset value, the value of dividends
and interest earned, gains and losses realized
on the sale of securities and net investment
income and capital gain, if any, to be
distributed to shareholders by the closed-end
fund. If the value of a foreign currency
declines against the U.S. dollar, the value of
the closed-end fund's assets denominated in
that currency will decrease. Although these
closed-end funds may enter into "hedging"
transactions intended to minimize the risk of
loss due to a decline in the value of the
subject foreign currency, in some cases all or
a portion of the closed-end fund's portfolio
remains subject to this risk of loss. There
are additional risks relating to political,
economic, or regulatory conditions in foreign
countries; withholding or other taxes;
trading, settlement, custodial, and other
operational risks; and the potentially less
stringent investor protection and disclosure
standards of foreign markets. All of these
factors can make foreign investments of such
closed-end funds more volatile and potentially
less liquid than U.S. investments.
2
Fifth Third Strategic Income Fund
LOGO
Volatility and Performance Information
This section would normally include a bar chart and a table showing how the
Strategic Income Fund has performed and how its performances varied from year to
year. Because the Fund has not commenced operations, the bar chart and table are
not shown at this time. The Fund was created in anticipation of a consolidation
transaction with the Maxus Income Fund. When and if that transaction occurs, the
Fund will succeed to the performance history of the Maxus Income Fund.
3
Fifth Third Multicap Value Fund
LOGO
Fundamental Objective High level of total return (using a
combination of capital appreciation and
income).
Principal Investment Strategies Under normal market conditions, the Fund
invests at least 65% of total assets in
equity securities. Equity securities consist
of common stock and securities convertible
into common stock. The Fund emphasizes a
"value" style of investing. In deciding which
securities to buy and which to sell, the
Advisor will give primary consideration to
fundamental factors. For example, securities
having relatively low ratios of share price
to book value, net asset value, earnings and
cash flow will generally be considered
attractive investments. Additionally, the
Advisor will give secondary consideration to
insider transactions and the growth of
earnings.
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
An investment in the Fund is not a deposit of Fifth Third Bank or any other bank
and is not insured or guaranteed by the FDIC or any other government agency.
The principal risks of investing in the Fund
include 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 conditions. While the Fund
invests in both smaller and larger companies,
the smaller companies in which the Fund
invests are especially sensitive to these
factors and therefore may be subject to
greater share price fluctuations than other
companies. Also, securities of these smaller
companies are often less liquid, thus
possibly limiting the ability of the Fund to
dispose of such securities when the Advisor
deems it desirable to do so. As a result of
these factors, securities of these smaller
companies may expose shareholders of the Fund
to above-average risk.
4
Fifth Third Multicap Value Fund
LOGO
Volatility and Performance Information
This section would normally include a bar chart and a table showing how the
Multicap Value Fund has performed and how its performances varied from year to
year. Because the Fund has not commenced operations, the bar chart and table are
not shown at this time. The Fund was created in anticipation of a consolidation
transaction with the Maxus Equity Fund. When and if that transaction occurs, the
Fund will succeed to the performance history of the Maxus Equity Fund.
5
Fifth Third Worldwide Fund
LOGO
Fundamental Objective High level of total return (using a
combination of capital appreciation and
income) consistent with reasonable risk.
Principal Investment Strategies Under normal market conditions, the Fund
invests primarily in other mutual funds which
invest on a global basis. The Fund will
structure its portfolio of mutual funds by
(1) 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 also seek to achieve its
objective by investing in mutual funds whose
investment objectives are to provide
investment results which either (i) generally
correspond to the performance of a recognized
stock price index ("index funds"), (ii)
generally correspond to a specified multiple
of (for example, two times) the performance
of a recognized stock price index ("leveraged
index funds"), (iii) generally correspond to
the inverse (opposite) of the performance of
a recognized stock price index ("bear funds")
or (iv) generally correspond to a specified
multiple of the inverse (opposite) of the
performance of a recognized stock price index
("leveraged bear funds").
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. 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. Investments in "bear funds" and
"leveraged bear funds" are designed to allow
the Fund to seek to profit from anticipated
decreases in the indexes to which such funds
generally are inversely correlated.
The Fund reserves the right to 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. Although the
Fund invests exclusively in underlying funds
that do not charge front-end or deferred
sales loads, a sub-custodian of the Fund does
impose a small transaction charge for each
6
purchase or sale of underlying fund shares.
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 will 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.
Principal Investment Risks
An investment in the Fund is not a deposit of Fifth Third Bank or any other bank
and is not insured or guaranteed by the FDIC or any other government agency.
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.
The Fund may invest in "index funds" or
"leveraged index 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.
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.
Through its investment in underlying funds,
the Fund indirectly may invest more than 25%
of its total assets in one industry. Such
indirect concentration of the Fund's assets
may subject the shares of the Fund to greater
fluctuation in value than would be the case
in the absence of such concentration.
7
Fifth Third Worldwide Fund
LOGO
Volatility and Performance Information
This section would normally include a bar chart and a table showing how the
Worldwide Fund has performed and how its performances varied from year to
year. Because the Fund has not commenced operations, the bar chart and table are
not shown at this time. The Fund was created in anticipation of a consolidation
transaction with the Maxus Laureate Fund. When and if that transaction occurs,
the Fund will succeed to the performance history of the Maxus Laureate Fund.
8
Fifth Third Microcap Value Fund
LOGO
Fundamental Objective Capital appreciation.
Principal Investment
Strategies Under normal market conditions, the Fund invests at least
65% of total assets in equity securities of companies
whose equity securities have a total market value of
between $10,000,000 and $200,000,000. Equity securities
consist of common stock and securities convertible into
common stock. The Fund emphasizes a "value" style of
investing. In deciding which securities to buy and which
to sell, the Advisor will give primary consideration to
fundamental factors. For example, securities having
relatively low ratios of share price to book value, net
asset value, earnings and cash flow will generally be
considered attractive investments. Additionally, the
Advisor will give secondary consideration to insider
transactions and the growth of earnings.
As a result of its focus on smaller companies and its
intent to take short-term positions in certain equity
securities, the Fund may be considered to be more
"aggressive" than other mutual funds having a "value"
style of investing.
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
An investment in the Fund is not a deposit of Fifth Third Bank or any other bank
and is not insured or guaranteed by the FDIC or any other government agency.
The principal risks of investing in the Fund include 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 smaller
companies in which the Fund invests are especially
sensitive to these factors and therefore may be subject
to greater share price fluctuations than other companies.
Also, securities of these smaller companies are often
less liquid, thus possibly limiting the ability of the
Fund to dispose of such securities when the Advisor deems
it desirable to do so. As a result of these factors,
securities of these smaller companies may expose
shareholders of the Fund to above average risk.
9
Fifth Third Microcap Value Fund
LOGO
Volatility and Performance Information
This section would normally include a bar chart and a table showing how the
Microcap Value Fund has performed and how its performances varied from year to
year. Because the Fund has not commenced operations, the bar chart and table are
not shown at this time. The Fund was created in anticipation of a consolidation
transaction with the Maxus Aggressive Value Fund. When and if that transaction
occurs, the Fund will succeed to the performance history of the Maxus Aggressive
Value Fund.
10
Shareholder Fees and Fund Expenses
Fee Tables
These tables describe the fees and expenses that you may pay if you buy and hold
shares of the Funds.
Shareholder Fees
Fifth Third Fifth Third
Strategic Income Multicap Value
Fund Fund
Institutional Advisor Institutional Advisor A B C
Maximum Sales Charge
(Load) Imposed on None None None None 4.50% None None
Purchases
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Maximum Sales Charge
(Load) Imposed on None None None None None None None
Reinvested
Dividends
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Maximum Deferred
Sales Load None None None None None 5.00%/1/ 1.00%/2/
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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%
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Distribution/Service
(12b-1) fees None 0.50% None 0.50% 0.25% 1.00% 0.75%
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Other expenses/3/
0.67% 0.67% 0.53% 0.53% 0.53% 0.53% 0.78%
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Total Annual Fund
Operating Expenses 1.67% 2.17% 1.53% 2.03% 1.78% 2.53% 2.53%
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Fee Waiver and/or
Expense 0.26% 0.26% 0.20% 0.20% 0.20% 0.20% 0.20%
Reimbursement/4/
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Net Expenses 1.41% 1.91% 1.33% 1.83% 1.58% 2.33% 2.33%
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/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, Investment B
shares automatically convert to Investment A shares.
/2/ The CDSC for Investment C shares of 1.00% applies to shares redeemed within
the first year of purchase.
/3/ Other expenses are based on estimated amounts for the current fiscal year.
/4/ The Funds' Advisor and Administrator have contractually agreed to waive fees
and/or reimburse expenses to limit total annual fund operating expenses for the
Strategic Income Fund to: Institutional, 1.41%; Advisor, 1.91%; and for the
Multicap Value Fund to: Institutional 1.33%; Advisor, 1.83%; Investment A,
1.58%, Investment B, 2.33%; Investment C, 2.33%. These waivers will remain in
effect until 1/2/03.
/5/ In addition to the expenses shown above, if you buy and hold shares of the
Strategic Income Fund you will indirectly bear your pro rata share of 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.
11
Shareholder Fees and Fund Expenses
Fee Tables
These tables describe the fees and expenses that you may pay if you buy and hold
shares of the Funds.
Shareholder Fees
Fifth Third Fifth Third
Worldwide Microcap Value
Fund/5/ Fund
Institutional Advisor Institutional Advisor A B C
Maximum Sales Charge
(Load) Imposed on None None None None 4.50% None None
Purchases
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Maximum Sales Charge
(Load) Imposed on None None None None None None None
Reinvested
Dividends
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Maximum Deferred
Sales Load None None None None None 5.00%/1/ 1.00%/2/
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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%
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Distribution/Service
(12b-1) fees None 0.50% None 0.50% 0.25% 1.00% 0.75%
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Other expenses/3/
0.61% 0.61% 0.83% 0.83% 0.83% 0.83% 1.08%
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Total Annual Fund
Operating Expenses 1.61% 2.11% 1.83% 2.33% 2.08% 2.83% 2.83%
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Fee Waiver and/or
Expense 0.19% 0.19% 0.23% 0.23% 0.23% 0.23% 0.23%
Reimbursement/4/
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Net Expenses 1.42% 1.92% 1.60% 2.10% 1.85% 2.60% 2.60%
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/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, Investment B
shares automatically convert to Investment A shares.
/2/The CDSC for Investment C shares of 1.00% applies to shares redeemed within
the first year of purchase.
/3/ Other expenses are based on estimated amounts for the current fiscal year.
/4/ The Funds' Advisor and Administrator have contractually agreed to waive fees
and/or reimburse expenses to limit total annual fund operating expenses for the
Worldwide Fund to: Institutional, 1.42%; Advisor, 1.92%; and for the Microcap
Value Fund to: Institutional 1.60%; Advisor, 2.10%; Investment A, 1.85%,
Investment B, 2.60%; Investment C, 2.60%. These waivers will remain in effect
until 1/2/03.
/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 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.
Shareholder Fees and Fund Expenses
Expense Examples
Use the tables below to compare fees and expenses with the fees and expenses of
other mutual funds. The tables illustrate the amount of fees and expenses you
and the Fund would pay, assuming a $10,000 initial investment, 5% annual return,
payment of maximum sales charges, and no changes in the Fund's operating
expenses. Amounts are presented assuming redemption at the end of each period.
Because these examples are hypothetical and for comparison only, your actual
costs may be different.
Fifth Third Strategic Income Fund 1 3
Year Years
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Institutional Shares
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Advisor Shares
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Fifth Third Multicap Value 1 3
Fund Year Years
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Institutional Shares
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Advisor Shares
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Investment A Shares
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Investment B Shares
Assuming Redemption
Assuming no Redemption
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Investment C Shares
Assuming Redemption
Assuming no Redemption
-------------------------------------------------
13
Shareholder Fees and Fund Expenses
1 3
Fifth Third Worldwide Fund Year Years
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Institutional Shares
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Advisor Shares
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1 3
Fifth Third Microcap Value Year Years
Fund
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Institutional Shares
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Advisor Shares
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Investment A Shares
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Investment B Shares
Assuming Redemption
Assuming no Redemption
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Investment C Shares
Assuming Redemption
Assuming no Redemption
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14
Additional Information About the Funds' Investments
Investment Practices
The Funds invest, either directly or through other investment companies, in a
variety of securities and employ a number of investment techniques. Each
security and technique involves certain risks. The following table describes the
securities and techniques the Funds are exposed to, as well as the main risks
they pose. Equity securities are subject mainly to market risk. Fixed income
securities are primarily influenced by market, credit and prepayment risks,
although certain securities may be subject to additional risks. Following the
table is a more complete discussion of risk. You may also consult the Statement
of Additional Information for additional details regarding these and other
permissible investments.
FUND NAME FUND CODE
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Strategic Income Fund 1
Multicap Value Fund 2
Worldwide Fund 3
Microcap Value Fund 4
INSTRUMENT FUND CODE RISK TYPE
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Bankers' Acceptances: Bills of exchange or time drafts drawn on 1-4 Credit
and accepted by a commercial bank. Maturities are generally six Liquidity
months or less. Market
Interest Rate
Bonds: Interest-bearing or discounted securities that obligate the 1-4 Market
issuer to pay the bondholder a specified sum of money, usually at Credit
specific intervals, and to repay the principal amount of the loan at Interest Rate
maturity. Political
Bear Funds: Fund intended to increase/decrease in value inversely to 3 Inverse Market
the stock or equity index to which it relates. Leverage
Liquidity
Call and Put Options: A call option gives the buyer the right to 1-4 Management
buy, and obligates the seller of the option to sell, a security at Liquidity
a specified price. A put option gives the buyer the right to sell, Credit
and obligates the seller of the option to buy a security at a Market
specified price. Leverage
Certificates of Deposit: Negotiable instruments with a stated 1-4 Market
maturity. Credit
Liquidity
Interest Rate
Closed-End Funds: Funds traded on an exchange, which are not 1, 3 Market
redeemable on a continuous basis. Liquidity
Commercial Paper: Secured and unsecured short-term 1-4 Credit
promissory notes issued by corporations and other entities. Liquidity
Maturities generally vary from a few days to nine months. Market
Interest Rate
15
Additional Information About the Funds' Investments
INSTRUMENT FUND CODE RISK TYPE
- ----------------------------------------------------------- --------------- ------------
Common Stock: Shares of ownership of a company. 1, 2, 4 Market
Convertible Securities: Bonds or preferred stock that convert to 1- 3 Market
common stock. Credit
Derivatives: Instruments whose value is derived from an 3 Management
underlying contract, index or security, or any combination Market
thereof, including futures, options (e.g., put and calls), Credit
options on futures, swap agreements, and some mortgage- Liquidity
backed securities. Leverage
Interest Rate
Foreign Currency Transactions: Foreign currency transactions 3 Foreign Investment
include forward foreign currency exchange contracts, foreign Market
currency options, and foreign currency futures transactions. Political
Foreign Securities: Stocks issued by foreign companies, as well 3 Market
as commercial paper of foreign issuers and obligations of Political
foreign banks, overseas branches of U.S. banks and Liquidity
supranational entities. Foreign Investment
Futures and Related Options: A contract providing for the 3 Management
future sale and purchase of a specified amount of a specified Market
security, class of securities, or an index at a specified time in Credit
the future and at a specified price. Liquidity
Leverage
High-Yield/High-Risk/Debt Securities: High-yield/high-risk/debt 1-4 Credit
securities are securities that are rated below investment grade by Market
the primary rating agencies (e.g., BB or lower by Standard & Poor's and Liquidity
Ba or lower by Moody's). These securities are considered speculative Interest Rate
and involve greater risk of loss than investment grade debt securities.
Other terms commonly used to describe such securities include "lower rated
bonds," "non-investment grade bonds" and "junk bonds."
Illiquid Securities: Securities which may be difficult to sell at an 1-4 Liquidity
acceptable price. Market
Investment Company Securities: Shares of investment companies. 1-4 Market
(Note: These investment companies may include money market funds of Foreign Investment
Fifth Third Funds.) Investment Style
Inverse
Leverage
Liquidity
Management
16
Additional Information About the Funds' Investments
INSTRUMENT FUND CODE RISK TYPE
- ---------------------------------- --------------- ------------
Investment Grade Bonds: Interest-bearing or discounted government 1-4 Market
or corporate securities that obligate the issuer to pay the bondholder Credit
a specified sum of money, usually at specific intervals, and to repay the
principal amount of the loan at maturity. Investment grade bonds are those
rated BBB or better by S&P or Baa or better by Moody's or similarly rated by
other nationally recognized statistical rating organizations, or, if not
rated, determined to be of comparable quality by the Advisor.
Leveraged Funds: Funds that utilize leverage in an attempt to maximize 3 Market Leverage
gains.
Money Market Instruments: Investment-grade, U.S. dollar 1-4 Market
denominated debt securities that have remaining maturities of one Credit
year or less. These securities may include U.S. government
obligations, commercial paper and other short-term corporate
obligations, repurchase agreements collateralized with U.S.
government securities, certificates of deposit, bankers' acceptances,
and other financial institution obligations. These securities may
carry fixed or variable interest rates.
Repurchase Agreements: The purchase of a security and the 1-4 Market
simultaneous commitment to return the security to the seller at an Leverage
agreed upon price on an agreed upon date. This is treated as a loan.
Restricted Securities: Securities not registered under the Securities 1-4 Liquidity
Act of 1933, such as privately placed commercial paper and Rule Market
144A securities.
Reverse Repurchase Agreements: The sale of a security and the 1-4 Market
simultaneous commitment to buy the security back at an agreed Leverage
upon price on an agreed upon date. This is treated as a borrowing
by a Fund.
Securities Lending: The lending of up to 33 1/3% of the Fund's total 1-4 Market
assets. In return the Fund will receive cash, other securities, Leverage
and/or letters of credit. Liquidity
Credit
Short-Term Trading: The sale of a security soon after its purchase. A 1-4 Market
portfolio engaging in such trading will have higher turnover and
transaction expenses.
17
Additional Information About the Funds' Investments
INSTRUMENT FUND CODE RISK TYPE
- ---------------------------------------------------------- ------------- --------------
Small and Microcap Equities: Equity securities of companies with 2, 4 Market
market capitalization within or lower than those included in the Liquidity
S & P Small Cap 600 Index.
Stock-Index Options: A security that combines features of 2 Management
options with securities trading using composite stock indices. Market
Credit
Liquidity
Leverage
Time Deposits: Non-negotiable receipts issued by a bank in 1-4 Liquidity
exchange for the deposit of funds. Credit
Market
U.S. Government Agency Securities: Securities issued by 1-4 Interest Rate
agencies and instrumentalities of the U.S. government. These Credit
include Ginnie Mae, Fannie Mae, and Freddie Mac.
U.S. Treasury Obligations: Bills, notes, bonds, separately traded 1-4 Interest Rate
registered interest and principal securities, and coupons under
bank entry safekeeping.
Warrants: Securities, typically issued with preferred stock or 3 Market
bonds, that give the holder the right to buy a proportionate Credit
amount of common stock at a specified price.
18
Additional Information About the Funds' Investments
Investment Risks
Below is a more complete discussion of the types of risks inherent in the
securities and investment techniques listed above as well as those risks
discussed in "Principal Investment Risks." Because of these risks, the value of
the securities held by the Funds may fluctuate, as will the value of your
investment in the Funds. Certain investments and Funds are more susceptible to
these risks than others.
Credit Risk. The risk that the issuer of a security, or the counterparty to a
contract, will default or otherwise become unable to honor a financial
obligation. Credit risk is generally higher for non-investment grade securities.
The price of a security can be adversely affected prior to actual default as its
credit status deteriorates and the probability of default rises.
Foreign Investment Risk. The risk associated with higher transaction costs,
delayed settlements, currency controls and adverse economic developments. This
also includes the risk that fluctuations in the exchange rates between the U.S.
dollar and foreign currencies may negatively affect an investment. Adverse
changes in exchange rates may erode or reverse any gains produced by foreign
currency denominated investments and may widen any losses. Exchange rate
volatility also may affect the ability of an issuer to repay U.S. dollar
denominated debt, thereby increasing credit risk. Foreign securities may also be
affected by incomplete or inaccurate financial information on companies, social
upheavals or political actions ranging from tax code changes to governmental
collapse. These risks are more significant in emerging markets.
Interest Rate Risk. The risk that debt prices overall will decline over short or
even long periods due to rising interest rates. A rise in interest rates
typically causes a fall in values, while a fall in rates typically causes a rise
in values. Interest rate risk should be modest for shorter-term securities,
moderate for intermediate-term securities, and high for longer-term securities.
Generally, an increase in the average maturity of the Fund will make it more
sensitive to interest rate risk. The market prices of securities structured as
zero coupon are generally affected to a greater extent by interest rate changes.
These securities tend to be more volatile than securities which pay interest
periodically.
Investment Style Risk. The risk that returns from a particular class or group of
stocks (e.g., value, growth, small cap, large cap) will trail returns from other
asset classes or the overall stock market. Groups or asset classes of stocks
tend to go through cycles of doing better--or worse--than common stocks in
general. These periods can last for periods as long as several years.
Additionally, a particular asset class or group of stocks could fall out of
favor with the market, causing the Fund to underperform funds that focus on
other types of stocks.
Inverse Market Risk: The particular type of market risk (see summary below)
associated with "bear funds" that are intended to perform when equity markets
decline. These investments will lose value when the equity markets to which they
are tied are increasing in value.
Leverage Risk. The risk associated with securities or practices that multiply
small index or market movements into large changes in value. Leverage is often
associated with investments in derivatives, but also may be embedded directly in
the characteristics of other securities.
Hedged. When a derivative (a security whose value is based on another
security or index) is used as a hedge against an opposite position that the
Fund also holds, any loss generated by the derivative should be
substantially offset by gains on the hedged investment, and vice versa.
Hedges are sometimes subject to imperfect matching between the derivative
and underlying security, and there can be no assurance that a Fund's
hedging transactions will be effective.
19
Additional Information About the Funds' Investments
Speculative. To the extent that a derivative is not used as a hedge, the
Fund is directly exposed to the risks of that derivative. Gains or losses
from speculative positions in a derivative may be substantially greater
than the derivatives original cost.
Liquidity Risk. The risk that certain securities may be difficult or impossible
to sell at the time and the price that would normally prevail in the market. The
seller may have to lower the price, sell other securities instead or forego an
investment opportunity, any of which could have a negative effect on investment
management or performance. This includes the risk of missing out on an
investment opportunity because the assets necessary to take advantage of it are
tied up in less advantageous investments.
Management Risk. The risk that a strategy used by a Fund's portfolio manager may
fail to produce the intended result. This includes the risk that changes in the
value of a hedging instrument will not match those of the asset being hedged.
Incomplete matching can result in unanticipated risks.
Market Risk. The risk that the market value of a security may move up and down,
sometimes rapidly and unpredictably. These fluctuations may cause a security to
be worth less than the price originally paid for it, or less than it was worth
at an earlier time. Market risk may affect a single issuer, industrial sector of
the economy or the market as a whole. There is also the risk that the current
interest rate may not accurately reflect existing market rates. For fixed income
securities, market risk is largely, but not exclusively, influenced by changes
in interest rates. A rise in interest rates typically causes a fall in values,
while a fall in rates typically causes a rise in values. Finally, key
information about a security or market may be inaccurate or unavailable. This is
particularly relevant to investments in foreign securities.
Political Risk. The risk of losses attributable to unfavorable governmental or
political actions, seizure of foreign deposits, changes in tax or trade
statutes, and governmental collapse and war.
20
Fund Management
Investment Advisor
Fifth Third Asset Management (formerly known as Maxus Asset Management Inc.)
(the "Advisor") , 38 Fountain Square Plaza, Cincinnati, Ohio 45263, serves as
investment advisor to the Funds. The Advisor is wholly owned by Fifth Third
Bank. The Advisor, an investment management organization founded in 1976, is
actively engaged in providing discretionary investment management services to
institutional and individual clients.
Subject to the supervision of the Fund's Board of Trustees, the Advisor
manages the Funds' assets, including buying and selling portfolio securities.
The Advisor also furnishes office space and certain administrative services to
the Funds.
21
Fund Management
Portfolio Managers
Fifth Third Asset Management
Richard A. Barone has been the portfolio manager of the Fifth Third Strategic
Income Fund, Fifth Third Multicap Value Fund, and Fifth Third Microcap Value
Fund since the inception of each Fund. Mr. Barone has been employed by the
Advisor and its predecessor, Maxus Asset Management Inc., since 1976.
Denis J. Amato has been the co-portfolio manager of the Fifth Third Multicap
Value Fund and Fifth Third Microcap Value Fund since its inception. Mr. Amato
has been a portfolio manager with the Advisor and its predecessor, Maxus Asset
Management since 1997.
James M. Bernard has been the co-portfolio manager of the Fifth Third Strategic
Income Fund since 2001. Mr. Bernard has been a portfolio manager with the
Advisor and its predecessor since 1995.
Alan Miller has been the portfolio manager of the Fifth Third Worldwide Fund
since January 1, 1995. Mr. Miller has been a portfolio manager with the Advisor
and its predecessor, Maxus Asset Management Inc. since 1994.
22
Fund Administration
BISYS Fund Services Limited Partnership ("BISYS") serves as the administrator of
the Funds. The administrator generally assists in all aspects of the Funds'
administration and operation, including providing the Funds with certain
administrative personnel and services necessary to operate the Funds, such as
legal and accounting services. BISYS provides these at an annual rate as
specified below:
Maximum Average Aggregate Daily
Administrative Fee Net Assets of the Trust
------------------ -----------------------
0.20% of the first $1 billion
0.18% of the next $1 billion
0.17% in excess of $2 billion
BISYS may periodically waive all or a portion of its administrative fee which
will cause the yield of a Fund to be higher than it would otherwise be in the
absence of such a waiver.
Pursuant to a separate agreement with BISYS, Fifth Third Bank performs
sub-administrative services on behalf of each Fund, including providing certain
administrative personnel and services necessary to operate the Funds, Fifth
Third Bank receives a fee from BISYS for providing sub-administrative services
at an annual rate of 0.04% of the average aggregate daily net assets of all the
Funds.
23
Shareholder Information
Purchasing And Selling Fund Shares
Pricing Stock and Bond Fund Shares
The price of Fund shares is based on the Fund's Net Asset Value (NAV). The value
of each portfolio instrument held by the Funds is determined by using market
prices. Under special circumstances, such as when an event occurs after the
close of the exchange on which a Fund's portfolio securities are principally
traded, which, in the investment manager's opinion has materially affected the
price of those securities, the Fund may use fair value pricing. Each Fund's NAV
is calculated at 4:00 p.m. Cincinnati time each day the New York Stock Exchange
is open for regular trading and the Federal Reserve Bank of Cleveland is open
for business. Each Fund's NAV may change on days when shareholders will not be
able to purchase or redeem Fund shares. The Funds will be closed on those days
that Fifth Third Bank is closed and on the following holidays: New Year's Day,
Martin Luther King 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 days when the New York Stock Exchange is open for
regular trading and the Federal Reserve Bank of Cleveland is open for business.
Your purchase price will be the next NAV after your purchase order, completed
application and full payment have been received by the Funds or its transfer
agent. All orders for the Stock Funds or for the Bond Funds must be received by
the Funds or its transfer agent prior to 4:00 p.m. Cincinnati time in order to
receive that day's NAV.
Institutional Shares only may be purchased through the Trust and Investment
Department of Fifth Third Bank, Fifth Third Securities, Inc.--Institutional
Investment Division, qualified employee retirement plans subject to minimum
requirements that may be established by the distributor of Fund shares, or
broker-dealers, investment Advisors, financial planners or other financial
institutions which have an agreement with Fifth Third Bank to place trades for
themselves or their clients for a fee. In order to purchase Institutional shares
through one of those entities, you must have an account with it. That account
will be governed by its own rules and regulations, which may be more stringent
than the rules and regulations governing an investment in the Funds, and you
should consult your account documents for full details. Your shares in the Funds
may be held in an omnibus account in the name of that institution.
You may purchase Investment A, Investment B, Investment C and Advisor shares
through broker-dealers and financial institutions which have a sales agreement
with the distributor of Fund shares.1 (Special rules apply for former Advisor
shareholders of the Maxus Funds. See below.) In order to purchase Investment A
shares through Fifth Third Securities, Inc. or another financial institution,
you must open an account with that institution. That account will be governed by
its own rules and regulations, which may be more stringent than the rules and
regulations governing an investment in the Funds, and you should consult your
account documents for full details. Your shares in the Funds will be held in an
omnibus account in the name of that institution.
/1/ The Fifth Third Strategic Income Fund and the Fifth Third Worldwide Fund do
not offer Investment A, B, or C shares.
24
Shareholder Information
The entity through which you are purchasing your shares is responsible for
transmitting orders to the Funds by 4:00 p.m. Cincinnati time and it may have an
earlier cut-off time for purchase requests. Consult that entity for specific
information. 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.
Minimum Investments
The minimum initial investment in Institutional
shares of the Funds offered by this Prospectus is
$1,000. Subsequent investments must be in amounts of
at least $50. An institutional investor's minimum
investment will be calculated by combining all
accounts it maintains with the Fifth Third Funds.
The minimum initial investment in Advisor,
Investment A, Investment B, or Investment C shares
of the Funds offered by this Prospectus is $1,000.
Subsequent investments must be in amounts of at
least $50. The maximum investment is $250,000 for
total purchases of Investment B shares of a Fund
offered by this Prospectus.
All purchases must be in U.S. dollars. A fee may be
charged for any checks that do not clear.
Third-party checks are not accepted.
For details, contact the Trust toll-free at
1-888-799-5353 or write to: Fifth Third Funds, c/o
Fifth Third Bank, 38 Fountain Square Plaza,
Cincinnati, Ohio 45263.
The Funds may reject a purchase order for any
reason.
Systematic Investment Program- Investment A and Investment B shares
You may make monthly systematic investments in
Investment A or Investment B 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 Funds are open for business, the purchase
will be made on the previous day the Funds are open
for business. Please contact Fifth Third Securities,
Inc. or your financial institution for more
information.
25
Shareholder Information
Avoid 31% Tax Withholding
Each Fund is required to withhold 31% of taxable dividends, capital gains
distributions and redemptions paid to any shareholder who has not provided the
Fund with his or her certified Taxpayer Identification Number (your Social
Security Number for individual investors) in compliance with IRS rules. To avoid
this withholding, make sure you provide your correct Tax Identification Number.
Instructions for Purchases by Former Maxus Funds Shareholders
If you held in your name (rather than through a brokerage account) Investor
shares of the Maxus Income Fund, the Maxus Equity Fund, the Maxus Laureate Fund,
or the Maxus Aggressive Value Fund at the time those funds were consolidated
into one of the Fifth Third Funds, and you continue to hold in your name the
shares of the Fifth Third Fund that you received in the merger or by way of a
subsequent exchange, you may purchase additional shares of that Fifth Third Fund
directly from the Funds rather than through Fifth Third Securities, Inc. or
another financial institution. The Funds reserve the right to change or
eliminate these privileges at any time.
By Mail
For Subsequent Investments:
1. Use the investment slip attached to your account
statement. Or, if unavailable, provide the following
information:
. Fund name
. Share class
. Amount invested
. Account name and account number
2. Make check, bank draft or money order payable to "Fifth
Third Funds" and include your account number on the
check.
3. Mail or deliver investment slip and full payment to the
following address:
By Regular Mail: By Express Mail:
Fifth Third Funds Fifth Third Funds
P.O. Box 182706 c/o BISYS Fund Services
Columbus, OH 3435 Stelzer Road
43218-2706 Columbus, OH 43219-3035
26
Shareholder Information
By Wire Transfer
For Subsequent Investments:
Instruct your bank to wire transfer your investment to:
Fifth Third Bank
Cincinnati, OH
A/C #99944318
ABA #042000314
Reference: Fifth Third Funds
FFC: Shareholder name, Fund name, and Account number
Note: Your bank may charge a wire transfer fee.
Systematic Investment Program
To begin making systematic investments or to
increase the amounts you already are investing:
[X] Write a letter of instruction indicating:
. Your bank name, address, account number, and ABA
routing number
. The amount you wish to invest automatically
[X] Attach a voided personal check.
[X] Mail To:
Fifth Third Funds
P.O. Box 182706
Columbus, OH 43218-2706
Selling Your Shares
You may sell your shares on days when the New York Stock Exchange is open for
regular trading and the Federal Reserve Bank of Cleveland is open for business.
Your sales price will be the next NAV after your sell order is received by the
Funds, its transfer agent, or your investment representative. All orders must be
received by the Funds or its transfer agent prior to the time the Fund
calculates its NAV in order to receive that day's NAV. 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 Advisor, financial planner or other institution
through which you purchased your shares.
27
You may sell Advisor, Investment A, Investment B or Investment C shares through
the financial institution through which you purchased them. (Special rules apply
for certain former shareholders of the Maxus Income Fund, the Maxus Equity Fund,
the Maxus Laureate Fund, or the Maxus Aggressive Value Fund. See below.)
The entity through which you are selling your shares is responsible for
transmitting the order to the Funds, and it may have an earlier cut-off for sale
requests. Consult that entity for specific information. 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.
28
Shareholder Information
Systematic Withdrawal Plan- Investment A, Investment B, and Investment C shares
only
You may make automatic withdrawals on a monthly, quarterly or annual basis on
the first day of that period that the Funds are open for business. Please
contact Fifth Third Securities, Inc. or your financial institution for more
information.
Postponement of Redemption Payments
Any Fund may delay sending to you redemption proceeds for up to 7 days, or
during any period when (a) trading on the NYSE is restricted by applicable rules
and regulations of the SEC, (b) the NYSE is closed for other then customary
weekend and holiday closings, (c) the SEC has by order permitted such
suspension, or (d) an emergency exists as determined by the SEC. If you
experience difficulty making a telephone redemption during periods of drastic
economic or market change, you can send 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.
Instructions for Sales by Former Maxus Funds Shareholders
If you held in your name (rather than through a brokerage account) Investor
shares of the Maxus Income Fund, the Maxus Equity Fund, the Maxus Laureate Fund,
or the Maxus Aggressive Value Fund at the time those funds were merged into one
of the Funds, and you continue to hold in your name the shares of the Fifth
Third Fund you received in the consolidation or by way of a subsequent exchange,
you may sell your Fifth Third Fund shares directly by contacting the Funds
rather than through Fifth Third Securities, Inc. or another financial
institution.
By telephone
Call 1-800-282-5706 with instructions as to how you
wish to receive your funds (mail, wire). The Funds
make every effort to insure that telephone
redemptions are only made by authorized traders. All
telephone calls are recorded for your protection and
you will be asked for information to verify your
identity.
By mail
1. Write a letter of instruction indicating:
. your Fund and account number
. amount you wish to redeem
. address where your check should be sent
. account owner(s) signature
2. Mail to:
Fifth Third Funds
P.O. Box 182706
Columbus, OH 43218-2706
29
Shareholder Information
By overnight service
1. Write a letter of instruction indicating:
. your fund and account number
. amount you wish to redeem
. address where you want check to be sent
. account owner(s) signature
2. Send to:
Fifth Third Funds
c/o BISYS Fund Services
3435 Stelzer Road
Columbus, OH 43219-3035
By wire transfer
(Option available only if previously set up on account.)
Call 1-800-282-5706 to request a wire transfer.
If you call by the time designated by the Funds,
your payment will normally be wired to your bank on
the next business day.
The Fund may charge a wire transfer fee of $8. Note:
Your financial institution may also charge a
separate fee.
Systematic Withdrawal Plan
To activate this feature call 1-800-282-5706.
When Written Redemption Requests are Required
You must request redemptions in writing in the following situations:
1. Redemptions from Individual Retirement Accounts ("IRAs").
2. Redemption requests requiring a signature guarantee, which include each of
the following.
. Your account address has changed within the last 10 business days
. The check is not being mailed to the address on your account
. The check is not being made payable to the owner(s) of the account
. The redemption proceeds are being transferred to another Fund account with
a different registration
. The redemption proceeds are being wired to instructions currently not on
your account
30
Shareholder Information
Signature guarantees may be obtained from a U.S. stock exchange member, a U.S.
commercial bank or trust company, or any other financial institution that is a
member of the STAMP (Securities Transfer Agents Medallion Program), MSP (New
York Stock Exchange Medallion Signature Program) or SEMP (Stock Exchanges
Medallion Program). Members are subject to dollar limitations, which must be
considered when requesting their guarantee. The Transfer Agent may reject any
signature guarantee if it believes the transaction would otherwise be improper.
The Trust does not accept signatures guaranteed by a notary public.
Redemptions Within 15 Days of Initial Investment
When you have made your initial investment by check, you cannot redeem any
portion of it until the Transfer Agent is satisfied that the check has cleared
(which may require up to 15 business days). You can avoid this delay by
purchasing shares with a certified check, or by wire.
Closing of Small Accounts
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.
31
Shareholder Information
Exchanging Your Shares
You may exchange your Institutional shares for Institutional shares of any other
Fifth Third Fund. No transaction fees are charged for exchanges. Be sure to read
the Prospectus carefully of any Fund into which you wish to exchange shares.
You may exchange your Advisor, Investment A, Investment B or Investment C shares
for the same class of shares of any other Fifth Third Fund. No transaction fees
are charged for exchanges. Be sure to read the Prospectus carefully of any Fund
into which you wish to exchange shares.
You must meet the minimum investment requirements for the Fund into which you
are exchanging. Exchanges from one Fund to another are taxable for investors
subject to federal or state income taxation. These procedures apply only to
exchanges between existing accounts.
Instructions for Exchanging Shares -
Institutional Shares. To exchange your shares, call the Trust and Investment
Department at Fifth Third Bank, Fifth Third Securities, Inc. - Institutional
Investment Division, the sponsor of your qualified employee retirement plan or
the broker-dealer, investment advisor, financial planner or other institution
through which you purchased your shares for exchange procedures or call
1-888-799-5353.
Advisor, Investment A, Investment B, and Investment C shares. If exchanging
shares through your financial institution, ask it for exchange procedures or
call 1-888-799-5353. (Special rules apply for former Investor shareholders of
the Maxus Funds. See below.)
Automatic Exchanges - Investment A, Investment B, and Investment C shares only
You can use the Funds' Automatic Exchange feature to purchase shares of the
Funds at regular intervals through regular, automatic redemptions from a Fund.
To participate in the Automatic Exchange Program or to change the Automatic
Exchange instructions on an existing account, contact Fifth Third Securities,
Inc. or your financial institution.
Notes on exchanges
To prevent disruption in the management of the Funds, market timing strategies
and frequent exchange activity may be limited by the Funds. Although not
anticipated, the Funds may reject exchanges, or change or terminate rights to
exchange shares at any time.
When exchanging from a Fund that has no sales charge or a lower sales charge to
a Fund with a higher sales charge, you will pay the difference.
Shares of the new Fund must be held in the same account name, with the same
registration and tax identification numbers, as the shares of the old Fund.
The Exchange Privilege may be changed or eliminated at any time.
The Exchange Privilege is available only in states where shares of the Funds may
be sold.
All exchanges are based on the relative net asset value next determined after
the exchange order is received by the Funds.
32
Shareholder Information
Instructions for Exchanges by Former Maxus Funds Shareholders
If you held in your name (rather than through a brokerage account) Investor
shares of the Maxus Income Fund, the Maxus Equity Fund, the Maxus Laureate Fund,
or the Maxus Aggressive Value Fund at the time those funds were merged into one
of the Funds, and you continue to hold in your name the shares of the Fifth
Third Fund you received in the merger or by way of a subsequent exchange, you
may exchange your Fifth Third Fund shares for Advisor shares of any other Fifth
Third Fund directly by contacting the Funds rather than going through Fifth
Third Securities, Inc. or another financial institution.
To make an exchange, send a written request to Fifth Third Funds, P.O. Box
182706, Columbus, OH 43218-2706, or call 1-800-282-5706. Please provide the
following information:
. Your name and telephone number
. The exact name on your account and account number
. Taxpayer identification number (usually your Social Security number)
. Dollar value or number of shares to be exchanged
. The name of the Fund from which the exchange is to be made
. The name of the Fund into which the exchange is being made
Automatic Exchanges
To participate in the Automatic Exchange Program or to change the Automatic
Exchange instructions on an existing account or to discontinue the feature,
write to: Fifth Third Funds, P.O. Box 182706, Columbus, Ohio 43218-2706.
If shares of a Fund are purchased by check, those shares cannot be exchanged
until your check has been collected. This could take 15 days or more.
Shareholder Information
Distribution Arrangements/ Sales Charges for Stock and Bond Funds
This section describes the sales charges and fees you will pay as an investor in
different share classes offered by the Funds and ways to qualify for reduced
sales charges.
Institutional Advisor Investment A Investment B Investment C
None None Front-end sales No front-end No front-end sales
Sales Charge charge; reduced sales charge. A contingent
(Load) sales charges charge. A deferred sales
available. contingent charge (CDSC) will
deferred be imposed on
sales charge shares redeemed
(CDSC) will be within 12 months
imposed on shares after purchase.
redeemed within 6
years after
purchase.
33
Shareholder Information
Institutional Advisor Investment A Investment B Investment C
None Subject to annual Subject to annual Subject to Subject to
Distribution/Service distribution and distribution and annual annual
(12b-1) Fee shareholder shareholder distribution and distribution and
servicing fees servicing fees shareholder shareholder
of up to of up to servicing fees of servicing fees of
0.50% of the 0.25% of the up to 1.00% of up to 0.75% of
Fund's assets. Fund's assets. the Fund's the Fund's assets.
assets. (Also subject to a
non-12b-1 fee for
shareholder
servicing of up to
0.25% of the
Fund's assets.)
Fund Expense Lower annual expense Higher annual Lower annual Higher annual Higher annual
than all other expenses than expenses than Advisor, expenses than expenses than
shares. Institutional and Investment B, and Investment A Investment A
Investment A C shares. shares. shares.
shares.
Conversion None None None Converts to None
Investment
A shares after
8 years.
Calculation of Sales Charges
Investment A shares
Investment A shares are sold at their public offering price. This price includes
the initial sales charge. Therefore, part of the money you send to the Funds
will be used to pay the sales charge. The remainder is invested in Fund shares.
The sales charge decreases with larger purchases. There is no sales charge on
reinvested dividends and distributions.
The current sales charge rates are as follows:
Sales Charge Sales Charge
as a % of as a % of
Your Investment Offering Price Your Investment
Less than $50,000 4.50% 4.71%
$50,000 but less than $100,000 4.00% 4.17%
$100,000 but less than $150,000 3.00% 3.09%
$150,000 but less than $250,000 2.00% 2.04%
$250,000 but less than $500,000 1.00% 1.01%
$500,000 or more 0.00% 0.00%
34
Shareholder Information
If you have a Club 53 Account, One Account Advantage or Platinum One Account
through Fifth Third Bank, you are eligible for the following reduced sales
charges:
Sales Charge Sales Charge
as a % of as a % of
Your Investment Offering Price Your Investment
Less than $50,000 3.97% 4.13%
$50,000 but less than $100,000 3.47% 3.59%
$100,000 but less than $150,000 2.47% 2.53%
$150,000 but less than $250,000 1.47% 1.49%
$250,000 but less than $500,000 0.47% 0.47%
$500,000 and above 0.00% 0.00%
If you purchase $500,000 or more of Investment A shares and do not pay a sales
charge, and you sell any of those shares before the first anniversary of
purchase, you will pay a 1% contingent deferred sales charge, or CDSC, 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).
Sales Charge Reductions
You may qualify for reduced sales charges under the following circumstances.
. Letter of Intent. You inform the Fund in writing that you intend to purchase
at least $50,000 of Investment A shares over a 13-month period to qualify for
a reduced sales charge. You must include up to 4.50% of the total amount you
intend to purchase with your letter of intent. Shares purchased under the
non-binding Letter of Intent will be held in escrow until the total
investment has been completed. In the event the Letter of Intent is not
completed, sufficient escrowed shares will be redeemed to pay any applicable
front-end sales charges.
. Rights of Accumulation. When the value of shares you already own plus the
amount you intend to invest reaches the amount needed to qualify for reduced
sales charges, your added investment will qualify for the reduced sales
charge.
. Combination Privilege. Combine accounts of multiple Funds or accounts of
immediate family household members (spouse and children under 21) to achieve
reduced sales charges.
Investment B shares
Investment 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 Investment 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).
35
Shareholder Information
Investment B shares are subject to the following CDSC schedule:
% of NAV (at time of purchase or sale
Year of Redemption After Purchase if lower) 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 eight years 0%
Sales Charge Waivers
Investment A shares
The following transactions qualify for waivers of sales charges that apply to
Investment A shares:
. Shares purchased by investment representatives through fee-based investment
products or accounts.
. Reinvestment of distributions from a deferred compensation plan, agency,
trust, or custody account that was maintained by the advisor or its
affiliates or invested in any Fifth Third Fund.
. Shares purchased for trust or other advisory accounts established with the
Advisor or its affiliates.
. Shares purchased by directors, trustees, employees, and family members of the
Advisor and its affiliates and any organization that provides services to the
Funds; retired Fund trustees; dealers who have an agreement with the
Distributor; and any trade organization to which the Advisor or the
Administrator belongs.
. Shares purchased in connection with 401(k) plans, 403(b) plans and other
employer-sponsored qualified retirement plans, "wrap" type programs
non-transactional fee fund programs, and programs offered by fee-based
financial planners and other types of financial institutions (including
omnibus service providers).
. Distributions from Qualified Retirement Plans. There also is no sales charge
for Fund shares purchased with distributions from qualified retirement plans
or other trusts administered by Fifth Third Bank.
Investment B shares
The CDSC will be waived under certain circumstances, including the following:
. Minimum required distributions from an IRA or other qualifying retirement
plan to a shareholder who has attained age 70 1/2.
. Redemptions 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.
36
. Shares issued in a plan of reorganization sponsored by Fifth Third Bank, or
shares redeemed involuntarily in a similar situation.
37
Shareholder Information
Investment 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 Investment C shares before the first anniversary of purchase, however, you
will pay a 1% contingent deferred sales charge or CDSC, at the time of
redemption. The CDSC will be based upon the lower of the NAV at the time of
purchase and the NAV at the time of redemption. In any sale, certain shares not
subject to the CDSC (i.e., shares purchased with reinvested dividends or
distributions) will be redeemed first, followed by shares subject to the lowest
CDSC (typically shares held for the longest time).
Reinstatement Privilege
If you have sold Investment A 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.
Distribution/Service (12b-1) Fees for Advisor, Investment A, Investment B, and
Investment C Shares only
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-1 fees vary by share class as follows:
. Advisor shares may pay a 12b-1 fee at an annual rate of up to 0.50% of the
average daily net assets of the applicable Fund which the Distributor may use
for shareholder servicing and distribution.
. Investment A shares may pay a 12b-1 fee at an annual rate of up to 0.25% of
the average daily net assets of the applicable Fund which the Distributor may
use for shareholder servicing and distribution.
. Investment 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.
. Investment 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 distribution.
This will cause expenses for Investment C shares to be higher and dividends
to be lower than for Investment A shares. The higher 12b-1 fee on Investment
C shares, together with the CDSC, help the Distributor sell Investment C
shares without an "up-front" sales charge. In particular, these fees help to
defray the Distributor's costs of advancing brokerage commissions to
investment representatives.
Please note that Investment 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.
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.
38
Shareholder Information
Conversion to Investment A Shares
Investment B shares convert automatically to Investment 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 Investment A shares or Investment B shares all or a portion of the sales
charges it normally retains.
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.
Dividends are higher for Institutional shares than for Advisor, Investment A,
Investment B or Investment C shares, because Institutional shares have lower
operating expenses than Advisor, Investment A, Investment B or Investment
C shares.
Distributions are made on a per share basis regardless of how long you've owned
your shares. Therefore, if you invest shortly before the distribution date, some
of your investment will be returned to you in the form of a taxable
distribution.
Dividends, if any, are declared and paid monthly by the Strategic Income Fund.
Dividends, if any, are declared and paid quarterly by the Multicap Value Fund
and Microcap Value Fund. Dividends if any, are declared and paid annually by the
Worldwide Fund. Capital gains, if any, are distributed at least annually.
Taxation
Federal Income Tax
Each Fund expects to distribute substantially all of its investment income
(including net capital gains and tax-exempt interest income, if any) to its
shareholders. Unless otherwise exempt or as discussed below, shareholders are
required to pay federal income tax on any dividends and other distributions,
including capital gains distributions received. This applies whether dividends
and other distributions are received in cash or as additional shares.
Distributions representing long-term capital gains, if any, will be taxable to
shareholders as long-term capital gains no matter how long the shareholders have
held the shares.
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).
Any gain from the sale or exchange of Fund shares will generally also be subject
to tax.
This is a brief summary of certain federal income tax consequences relating to
an investment in the Funds, and shareholders are urged to consult their own tax
advisors regarding the taxation of their investments under federal, state and
local laws.
39
Financial Highlights
The financial highlights table is intended to help you understand the Funds'
financial performance for the past 5 years or, if shorter, the period of the
Funds' operations. Certain information reflects financial results for a single
Fund share. The total returns in the table represent the rate that an investor
would have earned [or lost] on an investment in the Fund (assuming reinvestment
of all dividends and distributions). Financial highlights for the Strategic
Income Fund, the Multicap Value Fund, the Worldwide Fund, and the Microcap Value
Fund are not presented because the Funds had not commenced operations as of July
31, 2000.
40
Addresses
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Fifth Third Strategic Income Fund Fifth Third Funds
Fifth Third Multicap Value Fund c/o Fifth Third Bank
Fifth Third Worldwide Fund 38 Fountain Square Plaza
Fifth Third Microcap value Fund Cincinnati, Ohio 45263
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Investment Advisor Fifth Third Asset Management
38 Fountain Square Plaza
Cincinnati, Ohio 45263
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Custodian, Transfer Agent, Dividend Disbursing Agent,
and Sub-Administrator Fifth Third Bank
38 Fountain Square Plaza
Cincinnati, Ohio 45263
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Distributor, Administrator, and Sub-Transfer Agent BISYS Fund Services Limited Partnership
3435 Stelzer Road
Columbus, Ohio 43219
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Independent Auditors Arthur Andersen LLP
Suite 1500
425 Walnut Street
Cincinnati, Ohio 45202
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The following additional information is available to you upon request and
without charge.
Annual/Semiannual Reports (Reports):
The Funds' annual and semi-annual reports to shareholders contain additional
information on the Funds' investments.
Statement of Additional Information (SAI): The SAI provides more detailed
information about the Funds, including their operations and investment policies.
It is incorporated by reference and is legally considered a part of this
prospectus.
You can get free copies of Annual and Semi-Annual Reports, the SAI, prospectuses
of other Fifth Third Funds, or request other information and discuss your
questions about the Funds by contacting a broker or other financial institution
that sells the Funds. In addition, you may contact the Funds at:
Fifth Third Funds
c/o Fifth Third Bank
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Telephone: 1-888-799-5353
Internet: http://www.53.com*
*The Funds' website is not part of this Prospectus.
You can review the Annual and Semi-Annual Reports and the SAI at the Public
Reference Room of the Securities and Exchange Commission. You can get copies:
. For a fee, by writing the Public Reference Section of the Commission,
Washington, D.C. 20549-0102 or calling 1-202-942-8090, or by electronic
request, by e-mailing the SEC at the following address: publicinfo@sec.gov.
. At no charge from the Commission's Website at http://www.sec.gov.
[LOGO] Fifth Third Funds
Investment Company Act file no. 811-5669.