Fifth Third Funds NCSRS Certified semi-annual shareholder report (management investment company)


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-5669


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


38 Fountain Square Plaza
Cincinnati, Ohio 45263
(Address of Principal Executive Office) (Zip Code)


Registrant’s Telephone Number, including area code: (800) 282-5706


(Name and Address of Agent for Service)

E. Keith Wirtz	with a copy to:
President	David A. Sturms
Fifth Third Funds	Vedder Price P.C.
38 Fountain Square Plaza	222 North LaSalle Street
Cincinnati, Ohio 45263	Chicago, IL 60601

Date of fiscal year end: July 31

Date of reporting period: January 31, 2012

Item 1. Report to Stockholders.

(FRONT COVER)

NOTICE OF DELIVERY OF PROSPECTUSES,
SEMI-ANNUAL REPORTS AND ANNUAL REPORTS

In order to reduce expenses of the Fifth Third Funds incurred in connection with the mailing of prospectuses, prospectus supplements, semi-annual reports and annual reports to multiple shareholders at the same address, Fifth Third Funds may in the future deliver one copy of a prospectus, prospectus supplement, semi-annual report or annual report to a single investor sharing a street address or post office box with other investors, provided that all such investors have the same last name or are believed to be members of the same family. If you share an address with another investor and wish to receive your own prospectus, prospectus supplements, semi-annual reports and annual reports, please call the Trust toll-free at 1-800-282-5706.

This report is authorized for distribution to prospective investors only when preceded or accompanied by a prospectus for the Funds, which contains facts concerning the objectives and policies, management fees, expenses and other information.

A description of the policies and procedures that the Funds use to determine how to vote proxies relating to the portfolio securities and information regarding how the Funds voted relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge, upon request, on the Funds’ website at www.fifththirdfunds.com or by calling 1-800-282-5706 and on the Securities and Exchange Commission’s website at http://www.sec.gov.

Schedules of Investments for periods ending April 30 and October 31 are filed on Form NQ and are available, without charge, on the Securities and Exchange Commission’s website at http://www.sec.gov. They may be viewed at the SEC’s Public Reference Room in Washington, D.C. (information on the operation of the Public Reference Room may be obtained by calling 800.SEC.0330).

Fifth Third Funds are distributed by FTAM Funds Distributor, Inc., member FINRA. FTAM Funds Distributor, Inc. is not an affiliate of Fifth Third Bank, Fifth Third Funds or Fifth Third Asset Management, Inc. Fifth Third Asset Management, Inc. serves as Investment Advisor to Fifth Third Funds and receives a fee for its services.


Fifth Third Funds, like all mutual funds:
•	are NOT FDIC insured
•	have no bank guarantee
•	may lose value

Rev. 11/2010


FACTS	WHAT DOES Fifth Third Funds DO WITH YOUR PERSONAL INFORMATION?

Why?	Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.

What?	The types of personal information we collect and share depend on the product or service you have with us. This information can include:

	■	Social Security number and customer names
	■	customer addresses	and tax identification numbers
	■	account numbers	and account and transaction history

	When you are no longer our customer, we continue to share your information as described in this notice.

How?	All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons Fifth Third Funds chooses to share; and whether you can limit this sharing.


Reasons we can share your personal information	Does Fifth Third Funds share?	Can you limit this sharing?
For our everyday business purposes – such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus	Yes	No
For our marketing purposes – to offer our products and services to you	Yes	No
For joint marketing with other financial companies	No	No
For our affiliates’ everyday business purposes – information about your transactions and experiences	Yes	No
For our affiliates’ everyday business purposes – information about your creditworthiness	No	No
For our affiliates to market to you	No	No
For nonaffiliates to market to you	No	No


Questions?		Call 800-282-5706 or go to http://fifththirdfunds.com/


Who we are
Who is providing this notice?		Fifth Third Funds


What we do
How does Fifth Third Funds protect my personal information?	To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.
How does Fifth Third Funds	We collect your personal information, for example, when you
collect my personal information?
	■	open an account or conduct account
	■	transactions or request account information or
	■	when our service providers service your account.
Why can’t I limit all sharing?	Federal law gives you the right to limit only

	■	sharing for affiliates’ everyday business purposes – information about your creditworthiness
	■	affiliates from using your information to market to you
	■	sharing for nonaffiliates to market to you
	State laws and individual companies may give you additional rights to limit sharing.


Definitions
Affiliates	Companies related by common ownership or control. They can be financial and nonfinancial companies.
	■	Fifth Third Bank, Inc., Fifth Third Securities, Inc., Fifth Third Asset Management, Inc. See www.53.com for a list of all affiliates.
Nonaffiliates	Companies not related by common ownership or control. They can be financial and nonfinancial companies.
	■	State Street Bank and Trust, Boston Financial Data Services, FTAM Funds Distributor, Inc.
Joint marketing	A formal agreement between nonaffiliated financial companies that together market financial products or services to you.
	■	None


Other important information
The Fifth Third Funds require its service providers to maintain technical, physical, and administrative safeguards. Additionally, when customer information is shared, the Fifth Third Funds require third parties to treat and maintain the privacy of customer information with the same degree of diligence and careful attention required by the Fifth Third Funds.


Table of Contents

Economic Outlook and Commentary Section	2

Management Discussion of Fund Performance
Small Cap Growth	4
Mid Cap Growth	5
Quality Growth	6
Dividend Growth	7
Micro Cap Value	8
Small Cap Value	9
All Cap Value	10
Disciplined Large Cap Value	11
Structured Large Cap Plus	12
Equity Index	13
International Equity	14
Strategic Income	15
Fifth Third LifeModel Aggressive^SM	16
Fifth Third LifeModel Moderately Aggressive^SM	17
Fifth Third LifeModel Moderate^SM	18
Fifth Third LifeModel Moderately Conservative^SM	19
Fifth Third LifeModel Conservative^SM	20
High Yield Bond	21
Total Return Bond	22
Short Term Bond	23

Glossary of Terms	24

Schedules of Investments	26

Notes to Schedules of Investments	75

Statements of Assets and Liabilities	76

Statements of Operations	80

Statements of Changes in Net Assets	84

Statement of Cash Flows	101

Financial Highlights	102

Notes to Financial Highlights	124

Notes to Financial Statements	125

Supplemental Information	149

Our Message to You

With developments in Europe sending the world’s financial markets bouncing between the polar opposites of “risk-on” and “risk-off” mindsets on a regular basis through the second half of 2011, many investors elected to wait out the volatility in the perceived safety of U.S. Treasury securities. This tactic proved beneficial from a short-term perspective, but made for a challenging landscape for Fifth Third Funds shareholders.

Within the stock market, results reported during the six-month period ended January 31, 2012, included:


•	A 2.71% advance for the S&P 500 Index¹of large cap stocks.

•	A 0.03% advance for the S&P 400 Index¹of mid cap stocks.

•	A 3.44% advance for the S&P 600 Index¹of small cap stocks.

•	A –10.42% decline for the MSCI EAFE Index¹of international stocks.

The opening days of the period set the tone for much of the following six months as a Washington debate centered on the fiscal health – current and future – of the country led to an unprecedented downgrade in the credit rating of U.S. Treasury securities. In response, Treasuries rallied. Shortly thereafter, the Euro Zone financial mess revived itself, the stock market started a months-long slide, and political protests swept across the U.S. Again, in response, Treasuries rallied.

By period-end, gains on longer-term Treasuries, which also received a boost from the U.S. Federal Reserve’s Operation Twist program, trounced returns from all other asset classes, which lagged amid the largely “risk-off” sentiment. Initiated in October, Operation Twist featured $400 billion worth of short-term security sales by the Fed, which used the proceeds to purchase longer-term bonds. Elsewhere in the fixed income universe, municipal bonds enjoyed the second half of a year-long recovery from late 2010 woes, but corporate bonds and Mortgage-backed Securities struggled in the flight to safety. Short-term bonds continued to offer miniscule yields as the Fed vowed to keep its overnight lending rate near zero through 2014.

The overarching distaste for risk spread to the equity side of the markets as well, with stocks posting lackluster gains. Large cap growth stocks generally proved to be the best of a mediocre lot as investors sought out steady companies and reliable dividends, although more speculative names staged an impressive January rally to close the gap. International stocks finished the period with considerable losses, as European sovereign debt uncertainties loomed large and many commodity prices lost ground.

More broadly in the U.S., the economy offered less-than-inspiring signs of progress as the housing sector remained weak, secular deleveraging continued unabated, and optimism about the employment scene appeared misguided. Perhaps the most poignant assessment of the country’s economic outlook was offered by the Fed, which pledged to keep its Federal Funds Rate in a range of 0.0% to 0.25% until late 2014.

Given investors’ period-long attraction to Treasuries, the family of Fifth Third Funds struggled through the second half of 2011 and the opening month of 2012, despite our preference for higher-quality investments. But while the risk of further European-driven volatility remains high going forward, especially until the Greece situation is resolved to the point where it provides a framework for other struggling countries, we believe domestic stocks entered 2012 at attractive valuations. Furthermore, as investors weigh potential returns offered by miniscule Treasury yields versus asset classes that advance behind even modest growth rates, we believe the tide will turn back to stocks and non-government backed bonds.

As for the coming year, our expectations on the macro front include:


	Positive but subpar growth in the U.S. gross domestic product (GDP). Talk of a double-dip recession is misguided, but given the sluggishness of key corners of the economy, we’re bracing for GDP to grow at a 2.0% clip in 2012. The biggest risks? A fractured European Union and oil price shocks.

	Mixed labor conditions – at best. Structural challenges linger in the employment market, which will contribute to the unemployment rate hovering around 9% for much of the year. Perhaps most importantly, the jobless recovery is resulting in GDP growth that is too slow for a noticeable improvement any time soon.

	Inflationary pressures looming. Seemingly lost amid the Euro Zone turmoil has been the fact that the U.S. consumer price index averaged about 3.6% and wholesale prices rose more than 5.0% in 2011. For 2012, we see pricing conditions ripe for an extended period above the historical average of 3.0%, which could be detrimental, for bondholders especially.


	A constructive environment for stock gains. Building on tremendous financial results over the past three years, we believe U.S. corporations are poised to enjoy further earnings growth in 2012. More specifically, we are projecting a 6% to 10% expansion in profits from the S&P 500 Index. Since share prices have lagged earnings growth for five years, we believe this is the year equities regain some traction and post near-10% gains for the year. U.S. banks ready to rumble. The domestic Financials sector has tripped up many an ambitious money manager since the world financial markets were rocked in 2008. Since we’re more than three years into a bear market for the banking industry, however, we’ve started to warm to the group. Post-blowup regulations are close to finalized, credit problems have mostly subsided, earnings are moving toward normalized potential, and valuations suggest an industry that is grossly under-owned and under-loved – often a recipe for future price gains.

	Wariness warranted on bonds. Returns on bonds truly shocked us in 2011. Now that that’s out of the way, we’re defensive on them in 2012 as historically low yields have little room to move lower and the Fed has declared that it’s keeping its key lending rate near zero for the next two years. Furthermore, many investors have examined the Fed’s rhetoric and deduced that rates will be stable this year. Yet, experience has taught us that the markets are puzzling and will zig when everyone expects a zag. As such, we wish to stand away from the crowd on this one. When (not if) rates move higher, the fallout will be surprisingly negative.

	Overseas forecast still choppy, and shifting. Europe’s 2011 problems have lapped into 2012. While the fiscal nightmares in countries such as Greece, Portugal, Italy, and Spain continue, the world remains awash in speculation about bailouts, breakups, and European banks’ balance sheets. Not surprisingly, we believe Europe will be mired in a recession through the first half of 2012. Yet by mid year, we believe the spotlight will turn to China, which we anticipate will be reaching a period of economic pause.

	The political season is in full swing. Back in the U.S., 2012 is an election year, with the White House in play. Ten months out, our view is simple – the issues are hot, the turnout will be large, and the turnover of elected officials will be high. If correct, this might be good for the country. Regardless, the markets will be paying attention and will likely weigh in during September or October.

The past six months have been frustrating at times, but as I’ve mentioned before, investments rarely move in a straight line. Ups and downs are to be expected. An essential point to remember, however, is how your investments are positioned for the long haul. And having reviewed the offerings from across the family of Fifth Third Funds, I’m confident that our philosophy of investing in high-quality, fundamentally sound stocks and bonds continues to fit within any well-diversified, long-term investment plan.

Thank you for your confidence in Fifth Third Funds.

Keith Wirtz, CFA^®

President, Fifth Third Funds



	¹Terms and Definitions

The S&P 500^®Stock Index is an index of 500 selected common stocks most of which are listed on the New York Stock Exchange, and is a measure of the U.S. stock market as a whole.

The S&P MidCap 400^®Index is an index of 400 selected common stocks that tracks U.S. firms with market capitalizations of $850 million to $3.8 billion.

The S&P SmallCap 600^®Index is an index of 600 selected common stocks that tracks U.S. firms with market capitalization of $250 million to $1.2 billion.

The Morgan Stanley Capital International (MSCI) Europe, Australia, and Far East (EAFE)^®Index is generally representative of a sample of companies of the market structure of 20 European and Pacific Basin countries.

The above indices do 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 securities.

Gross Domestic Product (GDP) is the market value of the goods and services produced by labor and property in the United States. GDP is made up of consumer and government purchases, private domestic investments, and net exports of goods and services.

Sovereign Debt is the total amount owed to the holders of bonds issued by a national government.

Management Discussion of Fund Performance (Unaudited)



	Small Cap Growth Fund

For the six-month period ended January 31, 2012, the Fifth Third Small Cap Growth Fund (Institutional) declined –4.00% on a net of fee basis, underperforming its benchmark, the Russell 2000® Growth Index, which gained 0.02%.

Both the small cap growth sector and the Fund encountered increased volatility going into August and September timeframe. Concerns over the European debt crisis and the uncertainty surrounding the creditworthiness of U.S. debt instruments spurred a flight away from small cap growth to larger cap issues and cash. From a global economic perspective, the macro-economic picture looked brighter at the end of the six-month period than at the beginning. Europe had some negative experiences, but its economy did not collapse and many of the worst fears in the market were not realized. When the environment proved less bleak than investors and analysts had anticipated, growth-oriented stocks typical of the Fund’s selections experienced an upward surge in the October and early November timeframe.

Stock selection in the Consumer sectors decreased performance, especially in August, resulting in a Fund that was nearly 4% behind its benchmark by September 1. Then, as the market rallied throughout the fall, the Fund surged forward, keeping up with and even outperforming its benchmark at several points along the timeline. Additionally, an underweight to the Biotechnology sector, which did very well for the period, decreased performance on a relative basis.

On the upside, Technology and Healthcare both contributed positively to performance on a relative basis. Within Technology, a significant overweight to the Trading Companies and Distributors industry group was well-positioned to take advantage of last fall’s rally. An overweight to Energy, particularly in gas and oil selections, also contributed to performance.

By the end of the period, the Fund succeeded in making a number of major positioning changes to take advantage of the market’s perceived pro-cyclical bias going into the spring. Most notably, assets in the nettlesome Consumer Staples area were trimmed to zero and repositioned to cyclical areas – most significantly by adding to the overweight in the Industrials sector.



	Investment Risk Considerations

Small capitalization funds typically carry additional risk since smaller companies generally have a higher risk of failure. Historically, smaller companies’ stocks have experienced a greater degree of market volatility than large company stocks on average.

Equity securities (stocks) are more volatile and carry more risk than other forms of investments, including investments in high-grade fixed income securities. The net asset value per share of this Fund will fluctuate as the value of the securities in the portfolio changes.



	Average Annual Total Returns as of January 31, 2012


	6 Months ^#		1 Year	5 Year	10 Year
Institutional	–4.00	%	–1.03%	0.63%	3.55%
Class A Shares	–8.88	%	–6.21%	–0.65%	2.77%
Class B Shares	–9.19	%	–6.82%	–0.63%	2.68%
Class C Shares	–5.11	%	–1.79%	–0.42%	2.50%
Russell 2000® Growth Index ¹	0.02	%	4.94%	3.19%	5.62%

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month end, visit www.fifththirdfunds.com.

During the period shown, the total return figures reflect the waiver of a portion of the fund’s advisory or administrative fees. Without such waiver of fees, the total returns would have been lower. As of 1/31/12, the gross expense ratios are 1.45% (Institutional Shares), 1.70% (Class A) and 2.45% (Classes B & C). The total return figures for Institutional Shares reflect a sales charge of 0.0%. The total return figures for A Shares reflect the maximum sales charge of 5.0%. The total return figures for B Shares and C Shares reflect the maximum contingent deferred sales charge (CDSC) of 5.0% and 1.0% within the first year, respectively.

The Fund’s performance in the above table does not reflect the deduction of taxes on Fund distributions, or redemption of shares.


#	Not Annualized

1	Please refer to Glossary of Terms for additional information.



	Sector Investment Concentration as of January 31, 2012
	*as a percentage of total investments*

(PIE CHART)



	Top Ten Equity Holdings as of January 31, 2012 *
	*as a percentage of value of investments †*


iGate Corp.	2.68%
ServiceSource International, Inc.	2.64%
Body Central Corp.	2.51%
Mellanox Technologies, Ltd.	2.34%
Cardtronics, Inc.	2.31%
Furmanite Corp.	2.28%
Cogent Communications Group, Inc.	2.28%
Global Geophysical Services, Inc.	2.22%
Endologix, Inc.	2.21%
Bankrate, Inc.	2.21%

*	Long-term securities.

†	Portfolio composition is subject to change.

Management Discussion of Fund Performance (Unaudited)



	Mid Cap Growth Fund

For the six-month period ended January 31, 2012, the Fifth Third Mid Cap Growth Fund (Institutional) gained 0.08% on a net of fee basis, slightly outperforming its benchmark, the Russell Midcap® Growth Index, which finished at 0.00%.

From a global economic perspective, the macro-economic picture looked brighter at the end of the period than at the beginning. Many of the worst fears in the market were not realized. Europe had some negative experiences, but the continental economy did not collapse. When the environment proved less bleak than investors and analysts had anticipated, mid cap growth stocks experienced an upward surge. With bad news priced into the market over the period – and fears for the most part unjustified – the markets in January began to consider the increased likelihood of more positive economic news ahead.

It’s just this kind of near-term bullishness that provides small and mid cap stocks with an opportunity to transform good news into positive earnings. Each dollar of revenue has a bigger impact on the earnings for mid cap companies than on their large cap counterparts.

For the Fund, good stock selection was the primary reason for the slight outperformance. Throughout the period, the Fund sought to minimize the influence of underperforming stocks, while favoring stocks that demonstrated good earnings and growth momentum. Healthcare proved to be the major contributor to Fund performance. In keeping with the market’s shift toward Biotechnology over the last six months, the Fund maintained an overweight to that sector. That overweight, when combined with positive merger and acquisition activity, drug approvals and broad-based stock selection, further underscored the strength of the Fund’s Health Care selections.

Other positive contributors included Consumer Staples, in which the avoidance of several major firms hobbled by poor earnings reports proved as critical to performance as favorable stock selection. Industrials proved to be a strong performer, as well, especially in the fourth quarter. In contrast, Technology and Consumer Discretionary contributed to a decrease in performance due to stock selection.

Looking ahead to the last half of the fiscal year, the Fund is cyclically biased in order to take advantage of those mid cap growth companies likely to benefit from renewed economic activity and strong earnings growth.



	Investment Risk Considerations

Mid capitalization funds typically carry additional risk since mid-size companies generally have a higher risk of failure. Historically, mid-size companies’ stocks have experienced a greater degree of market volatility than large company stocks on average.

Equity securities (stocks) are more volatile and carry more risk than other forms of investments, including investments in high-grade fixed income securities. The net asset value per share of this Fund will fluctuate as the value of the securities in the portfolio changes.



	Average Annual Total Returns as of January 31, 2012


	6 Months ^#		1 Year	5 Year	10 Year
Institutional	0.08	%	7.79%	2.59%	4.31%
Class A Shares	–5.00	%	2.09%	1.28%	3.52%
Class B Shares	–5.38	%	1.71%	1.26%	3.42%
Class C Shares	–1.32	%	6.72%	1.60%	3.28%
Russell Midcap® Growth Index ¹	0.00	%	3.42%	3.14%	6.38%

During the period shown, the total return figures reflect the waiver of a portion of the fund’s advisory or administrative fees. Without such waiver of fees, the total returns would have been lower. As of 1/31/12, the gross expense ratios are 1.30% (Institutional Shares), 1.55% (Class A) and 2.30% (Classes B & C). The total return figures for Institutional Shares reflect a sales charge of 0.0%. The total return figures for A Shares reflect the maximum sales charge of 5.0%. The total return figures for B Shares and C Shares reflect the maximum contingent deferred sales charge (CDSC) of 5.0% and 1.0% within the first year, respectively.

The Fund’s performance in the above table does not reflect the deduction of taxes on Fund distributions, or redemption of shares.


#	Not Annualized

1	Please refer to Glossary of Terms for additional information.



	Sector Investment Concentration as of January 31, 2012
	*as a percentage of total investments*

(PIE CHART)



	Top Ten Equity Holdings as of January 31, 2012 *
	*as a percentage of value of investments †*


Alexion Pharmaceuticals, Inc.	2.63%
Fastenal Co.	2.05%
Tractor Supply Co.	1.99%
Kansas City Southern	1.98%
TransDigm Group, Inc.	1.86%
FMC Technologies, Inc.	1.82%
Rockwell Automation, Inc.	1.82%
Concho Resources, Inc.	1.76%
Monster Beverage Corp.	1.72%
KLA-Tencor Corp.	1.68%


*	Long-term securities.

†	Portfolio composition is subject to change.

Management Discussion of Fund Performance (Unaudited)



	Quality Growth Fund

For the six-month period ended January 31, 2012, the Fifth Third Quality Growth Fund (Institutional) declined –0.12% on a net of fee basis, underperforming its benchmark, the Russell 1000® Growth Index, which advanced 2.84%.

From a global economic perspective, the macro-economic picture looked brighter at the end of the period than at the beginning. Europe had some negative experiences, but its economy did not collapse and many of the worst fears in the market were not realized. When the environment proved less bleak than investors and analysts had anticipated, growth-oriented stocks typical of the Fund’s selections experienced an upward surge in the October and early November timeframe.

While the Fund did not participate fully in the pro-cyclical bias that emerged in the fall, it subsequently positioned itself to take advantage of improving market sentiment. Although the Fund underperformed relative to its benchmark, it’s important to view its performance in context of last fall. Broad market performance for equities increased approximately 20% from October’s market low to the end of January. However, because the Fund’s fiscal year begins August 1, the portfolio began its year underweight selections that proved to be big movers in October and early November.

Instead, the Fund began the fiscal year defensively positioned with an overweight to Healthcare. Coming through the volatile environment of August and September, the Fund was well-positioned on the downside. When the market began its rapid five-week advance in October, however, the Fund found that it was behind the market’s cyclical rotation.

Against this background, major contributors to performance included selections in the Energy sector that benefited from a combination of rising oil prices and renewed demand for energy services, exploration and production. An underweight to the Natural Gas group, whose prices declined as the price of oil surged, added to performance. Industrials with good earnings also contributed to outperformance relative to the benchmark.

Selections in Consumer Discretionary, which hindered performance, were trimmed from the portfolio. Technology selections, with too much exposure to out-of-favor mid caps, detracted from performance as well. The Fund remains underweight Consumer Staples, due to lackluster earnings reports.

At the six-month point, while the Fund is neutral in Healthcare and Financials, it has added more weight to cyclicals in Energy and Materials – as well as an overweight to Industrials – and is in step with an emerging sense of market optimism about near-term economic prospects.



	Investment Risk Considerations



	Average Annual Total Returns as of January 31, 2012


	6 Months ^#		1 Year	5 Year	10 Year
Institutional	–0.12	%	5.51%	3.57%	1.75%
Class A Shares	–5.23	%	0.00%	2.27%	0.98%
Class B Shares	–5.63	%	–0.57%	2.19%	0.89%
Class C Shares	–1.61	%	4.43%	2.53%	0.74%
Russell 1000® Growth Index ¹	2.84	%	6.07%	3.17%	3.38%

During the period shown, the total return figures reflect the waiver of a portion of the fund’s advisory or administrative fees. Without such waiver of fees, the total returns would have been lower. As of 1/31/12, the gross expense ratios are 1.15% (Institutional Shares), 1.40% (Class A) and 2.15% (Classes B & C). The total return figures for Institutional Shares reflect a sales charge of 0.0%. The total return figures for A Shares reflect the maximum sales charge of 5.0%. The total return figures for B Shares and C Shares reflect the maximum contingent deferred sales charge (CDSC) of 5.0% and 1.0% within the first year, respectively.

The Fund’s performance in the above table does not reflect the deduction of taxes on Fund distributions, or redemption of shares.


#	Not Annualized

1	Please refer to Glossary of Terms for additional information.



	Sector Investment Concentration as of January 31, 2012
	*as a percentage of total investments*

(PIE CHART)



	Top Ten Equity Holdings as of January 31, 2012 *
	*as a percentage of value of investments †*


Apple, Inc.	5.99%
International Business Machines Corp.	4.02%
Exxon Mobil Corp.	3.38%
McDonald’s Corp.	2.60%
Schlumberger, Ltd.	2.50%
Coca-Cola Co. (The)	2.38%
Danaher Corp.	2.12%
Occidental Petroleum Corp.	2.08%
EMC Corp.	1.91%
UnitedHealth Group, Inc.	1.88%


*	Long-term securities.

†	Portfolio composition is subject to change.

Management Discussion of Fund Performance (Unaudited)



	Dividend Growth Fund

For the six-month period ended January 31, 2012, the Fifth Third Dividend Growth Fund (Institutional) gained 1.32% on a net of fee basis, underperforming its benchmark, the Standard & Poor’s 500® Index, which rose 2.71%.

U.S. investors spent much of the period contending with angst originating in Europe. There, officials from governments and central banks debated how to handle the potential insolvency of heavily indebted countries such as Greece and Portugal, while bankers weighed the likely impact of proposals on their balance sheets. Meanwhile, U.S. economic data was generally weak, although it gradually improved over the course of the period.

Stocks finished the period with a tepid advance as bold rallies in October and January made up for a significant shortfall early on. Strong demand for U.S. Treasury securities, fueled by a global flight to safety and the U.S. Federal Reserve’s desire to push interest rates lower, further limited investors’ risk appetites.

Fund performance was hurt by ineffective stock selection in the Healthcare sector, most notably in the avoidance of select large U.S.-based pharmaceutical companies, which posted weak earnings but nonetheless rose amid investors’ thirst for higher yields. Investments in the Consumer Staples sector, where rising commodity costs sparked concerns, and the Energy sector further hindered relative gains. Alternatively, holdings in the Consumer Discretionary sector, especially among more defensive names, and in the Financials and Utilities sectors provided a relative boost.

By period-end, the U.S. economy appeared to be on a course of steady – albeit unspectacular – growth, while corporate earning outlooks reflected modest expectations. Historically, such conditions have led to positive returns from stocks with growing dividends. Moreover, the overall outlook for dividends for the coming quarters is positive, due primarily to the abundance of cash on corporate balance sheets and the broad realization that investors are hungry for yield in the low-rate environment. Against this backdrop, the Fund ended the period with an emphasis on sectors that are leveraged to an improving economy such as Consumer Discretionary and Industrials, as well as a smaller underweight in Financials.



	Investment Risk Considerations

As a non-diversified Fund, the Fund may invest a greater percentage of assets in a particular company or a smaller number of companies as compared to diversified funds. As a result, the value of the Fund’s shares may fluctuate more than funds invested in a broader range of companies.



	Average Annual Total Returns as of January 31, 2012


	6 Months ^#		1 Year	5 Year	10 Year
Institutional	1.32	%	3.65%	0.41%	1.18%
Class A Shares	–3.88	%	–1.79%	–0.86%	0.43%
Class B Shares	–4.18	%	–2.37%	–0.97%	0.33%
Class C Shares	–0.22	%	2.65%	–0.63%	0.17%
S&P 500® Index ¹	2.71	%	4.22%	0.33%	3.52%

During the period shown, the total return figures reflect the waiver of a portion of the fund’s advisory or administrative fees. Without such waiver of fees, the total returns would have been lower. As of 1/31/12, the gross expense ratios are 4.20% (Institutional Shares), 4.47% (Class A), 5.19% (Class B) and 5.24% (Class C). The total return figures for Institutional Shares reflect a sales charge of 0.0%. The total return figures for A Shares reflect the maximum sales charge of 5.0%. The total return figures for B Shares and C Shares reflect the maximum contingent deferred sales charge (CDSC) of 5.0% and 1.0% within the first year, respectively.

The Fund’s performance in the above table does not reflect the deduction of taxes on Fund distributions, or redemption of shares.


#	Not Annualized

1	Please refer to Glossary of Terms for additional information.



	Sector Investment Concentration as of January 31, 2012
	*as a percentage of total investments*

(PIE CHART)



	Top Ten Equity Holdings as of January 31, 2012 *
	*as a percentage of value of investments †*


Apple, Inc.	3.62%
CVS Caremark Corp.	3.10%
Macy’s, Inc.	2.91%
McDonald’s Corp.	2.76%
PNC Financial Services Group, Inc.	2.72%
General Electric Co.	2.66%
Chevron Corp.	2.59%
International Business Machines Corp.	2.59%
Pfizer, Inc.	2.52%
Bristol-Myers Squibb Co.	2.49%


*	Long-term securities.

†	Portfolio composition is subject to change.

Management Discussion of Fund Performance (Unaudited)



	Micro Cap Value Fund

For the six-month period ended January 31, 2012, the Fifth Third Micro Cap Value Fund (Institutional) gained 2.18% on a net of fee basis, outperforming its benchmark, the Russell Microcap Value® Index, which declined –1.25%.

The slight decline of micro cap value stocks over the six-month period was primarily due to investor doubts relative to the likelihood of a European recession and its potential negative impact on the U.S. markets. Ongoing trepidations about the state of U.S. credit solvency also played a cautionary role that dampened investor enthusiasm. Toward the end of the calendar year, though, when the doom-filled scenarios failed to materialize and some fundamental indicators turned positive –particularly in the area of employment – the markets gained fresh conviction on prospects for domestic growth. While micro cap value stocks benefited during the fourth quarter from this more positive outlook, the time period was not enough to overcome the downbeat trend for the six months since July 31.

Along with the rest of the micro cap value market, the Fund struggled with the prospect of a double dip recession last fall. For most of the period, the Fund was positioned in more defensive selections, which allowed the portfolio to benefit from an underweight to Consumer Discretionary and an overweight to Consumer Staples – two classic defensive sectors. The Fund also typically prefers those higher quality micro cap companies that show that their balance sheets and levels of cash flow are strong.

The Fund’s overweight to Industrials was a strong contributor to performance, despite the fact that Industrials underperformed the benchmark on a relative basis overall. Within Consumer Staples, the Fund’s selection of food retailers proved to be the strongest single contributor, with one food retailer in particular providing the Fund with a large premium following its acquisition by another firm.

Basically every sector on the stock selection side of the equation – with the exception of Healthcare – contributed to portfolio performance for the period. Within Materials, silver mining selections in the Metals and Mining industry group benefited from investor doubts about the economy and delivered strong positive performance. The strongest stock selection area proved to be Technology with an emphasis on the Information Technology Services and Internet Software industry groups.

On the other hand, the Fund’s overweights in Telecommunications and Healthcare and underweights to Financials and Technology detracted from performance.

By the end of the period, though, the Fund was positioned less defensively, with more of an overweight to Industrials. As it assumes a more pro-cyclical posture in the latter half of the fiscal year, the Fund’s strategy remains closely aligned with the current direction of leading economic indicators. Positive economic numbers, notably in the employment statistics, are likely to bode well for the micro cap value universe over the next few months.



	Investment Risk Considerations

Micro capitalization funds typically carry additional risk since micro-cap companies generally have a higher risk of failure. Historically, micro-cap stocks have experienced a greater degree of market volatility than large company stocks on average.

Value-based investments are subject to the risk that the broad market may not recognize their intrinsic value.



	Average Annual Total Returns as of January 31, 2012


	6 Months ^#		1 Year	5 Year	10 Year
Institutional	2.18	%	4.00%	2.01%	9.40%
Class A Shares	–3.14	%	–1.59%	0.71%	8.55%
Class B Shares	–3.40	%	–2.04%	0.74%	8.56%
Class C Shares	0.33	%	2.96%	0.94%	8.39%
Russell 2000® Value Index ¹	0.44	%	0.73%	–0.90%	6.95%
Russell Microcap® Value Index ¹	–1.25	%	–2.55%	–3.95%	6.53%³

During the period shown, the total return figures reflect the waiver of a portion of the fund’s advisory or administrative fees. Without such waiver of fees, the total returns would have been lower. As of 1/31/12, the gross expense ratios are 1.77% (Institutional Shares), 2.02% (Class A) and 2.77% (Classes B & C). The total return figures for Institutional Shares reflect a sales charge of 0.0%. The total return figures for A Shares reflect the maximum sales charge of 5.0%. The total return figures for B Shares and C Shares reflect the maximum contingent deferred sales charge (CDSC) of 5.0% and 1.0% within the first year, respectively.

The Fund’s performance in the above table does not reflect the deduction of taxes on Fund distributions, or redemption of shares.


#	Not Annualized

1	Please refer to Glossary of Terms for additional information.



	Sector Investment Concentration as of January 31, 2012
	*as a percentage of total investments*

(PIE CHART)



	Top Ten Equity Holdings as of January 31, 2012 *
	*as a percentage of value of investments †*


Celadon Group, Inc.	1.49%
Vitran Corp., Inc.	1.48%
Prestige Brands Holdings, Inc.	1.46%
PowerSecure International, Inc.	1.40%
Dime Community Bancshares, Inc.	1.39%
North American Energy Partners, Inc.	1.39%
BofI Holding, Inc.	1.38%
BioScrip, Inc.	1.37%
Chesapeake Utilities Corp.	1.31%
Pike Electric Corp.	1.30%


*	Long-term securities.

†	Portfolio composition is subject to change.

Management Discussion of Fund Performance (Unaudited)



	Small Cap Value Fund

For the six-month period ended January 31, 2012, the Fifth Third Small Cap Value Fund (Institutional) advanced 1.09% on a net of fee basis, outperforming its benchmark, the Russell 2000® Value Index, which gained 0.44%.

The narrow advance of small cap value stocks over the six-month period was primarily due to investor doubts last fall relative to a combination of fears concerning the likelihood of a European recession and its potential, negative impact on the U.S. markets. Ongoing trepidations about the state of U.S. credit solvency also played a cautionary role that dampened investor convictions. Toward the end of the calendar year, though, when doom-filled scenarios failed to materialize and some fundamental indicators turned positive – particularly in the area of employment – the small cap value market gained fresh energy and more confidence in the prospects for domestic growth.

For most of the period, the Fund was positioned in more defensive selections, which allowed the portfolio to benefit from its overweight to Consumer Staples – a classic defensive sector. Within Consumer Staples, the Fund’s selection of food retailers proved to be the strongest single contributor, with one food retailer in particular providing the Fund with a large premium following its acquisition by another firm.

Good stock selection was the primary contributor to positive portfolio performance. Selections in Consumer Discretionary, particularly in the Multi-Line and Specialty industry group benefited the Fund, as did selections in three Technology industry groups: Internet Software and Services, Communications Equipment and Electronic Equipment and Instruments. Within Materials, silver and gold mining selections in the Metals and Mining industry group benefited from investor doubts about the economy and delivered strong positive performance. Selections in Energy provided an additional contribution to performance.

In contrast, an underweight to Consumer Discretionary stocks detracted from the Fund, even though the Fund’s stock selection was good. The Fund was also underweight to Financials which proved to be the second strongest sector in the benchmark for the period. The Fund was hurt by an overweight to Energy, especially the Natural Gas industry group, which declined due to falling natural gas prices. The Fund’s overweight to Healthcare and stock selections within this sector decreased performance as well.

By the end of the period, though, the Fund’s reduction in the overweights to Consumer Staples and Energy and a shift to an overweight in Industrials put the portfolio in a pro-cyclical posture to take advantage of any positive economic news, notably in the employment statistics, over the next few months.



	Investment Risk Considerations



	Average Annual Total Returns as of January 31, 2012


	Inception Date	6 Months ^#		1 Year	5 Year	Since Inception
Institutional	4/1/03	1.09	%	7.08%	2.86%	9.79	%
Class A Shares	4/1/03	–4.08	%	1.42%	1.54%	8.87	%
Class B Shares	4/1/03	–4.17	%	0.97%	1.46%	8.77	%
Class C Shares	4/1/03	–0.34	%	6.03%	1.82%	8.68	%
Russell 2000® Value Index ¹		0.44	%	0.73%	–0.90%	10.20	%

During the period shown, the total return figures reflect the waiver of a portion of the fund’s advisory or administrative fees. Without such waiver of fees, the total returns would have been lower. As of 1/31/12, the gross expense ratios are 1.40% (Institutional Shares), 1.65% (Class A) and 2.40% (Classes B & C). The total return figures for Institutional Shares reflect a sales charge of 0.0%. The total return figures for A Shares reflect the maximum sales charge of 5.0%. The total return figures for B Shares and C Shares reflect the maximum contingent deferred sales charge (CDSC) of 5.0% and 1.0% within the first year, respectively.

The Fund’s performance in the above table does not reflect the deduction of taxes on Fund distributions, or redemption of shares.


#	Not Annualized

1	Please refer to Glossary of Terms for additional information.



	Sector Investment Concentration as of January 31, 2012
	*as a percentage of total investments*

(PIE CHART)



	Top Ten Equity Holdings as of January 31, 2012 *
	*as a percentage of value of investments †*


Prestige Brands Holdings, Inc.	2.04%
Navigant Consulting, Inc.	1.93%
AuRico Gold, Inc.	1.90%
Spirit Aerosystems Holdings, Inc.	1.87%
Old National Bancorp	1.83%
Black Hills Corp.	1.82%
Coeur d’Alene Mines Corp.	1.80%
Greenbrier Cos., Inc.	1.77%
Rent-A-Center, Inc.	1.74%
ViewPoint Financial Group	1.68%


*	Long-term securities.

†	Portfolio composition is subject to change.

Management Discussion of Fund Performance (Unaudited)



	All Cap Value Fund

For the six-month period ended January 31, 2012, the Fifth Third All Cap Value Fund (Institutional) gained 0.81% on a net of fee basis, compared to its benchmark, the Russell 3000® Value Index, which advanced 1.63%.

For the period, a change toward the positive in investor perceptions regarding the global economy alleviated, but did not eliminate, recessionary fears. This new tone in the market, most apparent in the latter part of the period, tended to benefit value stocks overall. Many value stocks which had done poorly on a calendar year basis suddenly found themselves in a better position by the early part of 2012.

The Fund’s underperformance for the period relative to its benchmark was due to a number of factors. From a capitalization perspective, an overweight to company selections under $1 billion in market capitalization detracted from relative performance. An underweight to mega caps – those with capitalizations above $100 billion – also detracted. Together, these two allocations contributed to about 90% of the Fund’s relative underperformance. Additionally, an underexposure to higher quality selections and an over-exposure on the beta side of the equation also detracted for the period.

Sector allocations also contributed to underperformance; while, in contrast, the Fund’s stock selection contributed to outperformance. Over the course of the period, the overweights in Materials, Financials and Industrials gradually shifted to overweights in Financials, Telecommunications and Healthcare – mostly in the Biotechnology industry group. The Fund also reduced its overweight in Materials and was slightly underweight Industrials at the fiscal year’s half-way point.

While Financials were under pressure and lost a full percentage point of capitalization in its benchmark, the Fund took advantage of the selling pressure and added to its positions. The Fund also increased its exposure to Pharmaceuticals which had begun the year underweight. Major underweights continued in Consumer Staples, Utilities and Consumer Discretionary. For the six-month period, the underweight and stock selection for Utilities contributed to a decrease in performance. The Fund’s exposure to the Energy Equipment and Service industry sector was overweight relative to the benchmark, which resulted in a decrease in relative return.

As the Fund enters the second half of the fiscal year, evidence mounts for a more optimistic outlook in the face of strengthening market conditions both domestically and overseas.The portfolio will maintain a slight pro-cyclical exposure.



	Investment Risk Considerations



	Average Annual Total Returns as of January 31, 2012


	6 Months ^#		1 Year	5 Year	10 Year
Institutional	0.81	%	–1.16%	–2.57%	4.78%
Class A Shares	–4.30	%	–6.32%	–3.78%	3.99%
Class B Shares	–4.61	%	–6.99%	–3.83%	3.90%
Class C Shares	–0.69	%	–2.12%	–3.54%	3.73%
Russell 3000® Value Index ¹	1.63	%	1.78%	–2.06%	4.56%
Russell Midcap® Value Index ¹	0.50	%	1.19%	0.39%	8.08%

During the period shown, the total return figures reflect the waiver of a portion of the fund’s advisory or administrative fees. Without such waiver of fees, the total returns would have been lower. As of 1/31/12, the gross expense ratios are 1.54% (Institutional Shares), 1.79% (Class A) and 2.54% (Classes B & C). The total return figures for Institutional Shares reflect a sales charge of 0.0%. The total return figures for A Shares reflect the maximum sales charge of 5.0%. The total return figures for B Shares and C Shares reflect the maximum contingent deferred sales charge (CDSC) of 5.0% and 1.0% within the first year, respectively.

The Fund’s performance in the above table does not reflect the deduction of taxes on Fund distributions, or redemption of shares.


#	Not Annualized

1	Please refer to Glossary of Terms for additional information.



	Sector Investment Concentration as of January 31, 2012
	*as a percentage of total investments*

(PIE CHART)



	Top Ten Equity Holdings as of January 31, 2012 *
	*as a percentage of value of investments †*


General Electric Co.	3.68%
Amgen, Inc.	3.12%
UnitedHealth Group, Inc.	2.88%
Citigroup, Inc.	2.82%
Merck & Co., Inc.	2.65%
JP Morgan Chase & Co.	2.56%
Intel Corp.	2.45%
Chevron Corp.	2.34%
BP PLC	2.25%
Microsoft Corp.	2.20%


*	Long-term securities.

†	Portfolio composition is subject to change.

Management Discussion of Fund Performance (Unaudited)



	Disciplined Large Cap Value Fund

For the six-month period ended January 31, 2012, the Fifth Third Disciplined Large Cap Value Fund (Institutional) advanced 1.27% on a net of fee basis, compared to its benchmark, the Russell 1000® Value Index, which gained 1.74%.

Market influences for the period presented a mixed picture. While the European debt crisis left a negative imprint on the market up until October and November, that sentiment dried up quickly after the markets realized that despite the shortcomings of the European debt super-committee, the Continental economy would indeed survive. As the market ended slightly up for the period, the fourth quarter timeframe showed more pronounced advances largely due to positive economic signs in the U.S. and greater confidence about the prospects for resolving the European debt crisis sometime down the road. In summary, while the last six months began with a risk-off bias toward cash, that bias was quickly followed by a directionless period before ending the fourth calendar quarter with a predominantly risk-on bias – based on a renewed confidence in the markets.

The portfolio receives more than half of its risk exposure from its deviation from the benchmark at the individual stock level. Over the past six months, this helped the Fund, especially in the area of Financials. Stock selection was particularly positive in the Commercial Bank and Insurance industry groups.

Stock selection also contributed to underperformance in Technology, especially in the Electronic Equipment, Instruments and Components industry group – primarily due to lower television sales. Additionally, an underweight to Communications Equipment contributed to underperformance for the period. This was mitigated somewhat by an overweight to Technology overall, which was one of the best-performing sectors relative to the benchmark. An overweight in the Energy sector, which was the worst-performing sector relative to the benchmark, was off-set by stock selection which contributed positively to performance for the period. The fact that oil prices had firmed up during the period also contributed to strong performance.

Throughout the period, the Fund maintained a slight anti-dollar exposure that proved helpful to performance even though it did not correlate directly, point-by-point, with the price movements of the currency on an absolute basis.

Similar to the way it ended its fiscal year last July, the Fund finished the recent six-month period with a slightly pro-cyclical exposure and overweights in Energy and Healthcare relative to the benchmark.



	Investment Risk Considerations

Value-based investments are subject to the risk that the broad market may not recognize their intrinsic value.



	Average Annual Total Returns as of January 31, 2012


	6 Months ^#		1 Year	5 Year	10 Year
Institutional	1.27	%	0.68%	–1.87%	4.49%
Class A Shares	–3.95	%	–4.57%	–3.11%	3.70%
Class B Shares	–4.20	%	–5.25%	–3.18%	3.61%
Class C Shares	–0.24	%	–0.23%	–2.84%	3.45%
Russell 1000® Value Index ¹	1.74	%	1.88%	–2.16%	4.36%

During the period shown, the total return figures reflect the waiver of a portion of the fund’s advisory or administrative fees. Without such waiver of fees, the total returns would have been lower. As of 1/31/12, the gross expense ratios are 1.11% (Institutional Shares), 1.36% (Class A) and 2.11% (Classes B & C). The total return figures for Institutional Shares reflect a sales charge of 0.0%. The total return figures for A Shares reflect the maximum sales charge of 5.0%. The total return figures for B Shares and C Shares reflect the maximum contingent deferred sales charge (CDSC) of 5.0% and 1.0% within the first year, respectively.

The Fund’s performance in the above table does not reflect the deduction of taxes on Fund distributions, or redemption of shares.


#	Not Annualized

1	Please refer to Glossary of Terms for additional information.



	Sector Investment Concentration as of January 31, 2012
	*as a percentage of total investments*

(PIE CHART)



	Top Ten Equity Holdings as of January 31, 2012 *
	*as a percentage of value of investments †*


UnitedHealth Group, Inc.	4.34%
Merck & Co., Inc.	4.03%
Intel Corp.	3.86%
General Electric Co.	3.84%
Cisco Systems, Inc.	3.71%
Chevron Corp.	3.47%
Citigroup, Inc.	3.40%
Amgen, Inc.	3.03%
BP PLC	2.96%
AT&T, Inc.	2.82%


*	Long-term securities.

†	Portfolio composition is subject to change.

Management Discussion of Fund Performance (Unaudited)



	Structured Large Cap Plus Fund

For the six-month period ended January 31, 2012, the Fifth Third Structured Large Cap Plus Fund (Institutional) gained 5.00% on a net of fee basis, outperforming its benchmark, the S&P 500® Index, which advanced 2.71%.

Both the Fund and the benchmark encountered increased volatility going into the August and September timeframe. Concerns over the European debt crisis and the uncertainty surrounding the U.S. debt ceiling and the creditworthiness of U.S. Treasuries, added to investor anxiety. By October, however, modestly positive third quarter earnings reports buoyed market sentiment.

Against that backdrop, large cap stocks typical of the Fund’s selections experienced an upward surge in the October and early November timeframe, which continued intermittently through January 31.

Contributions to the Fund’s outperformance during the period came from a wide number of sources. Early in the period, the short positions sustained the Fund while the market was trading downward in the August and September timeframe. The shorts proved extremely helpful to the portfolio in offsetting risk exposures during the late summer volatility. The long positions, in contrast, added to performance as the market rallied during the fourth quarter.

The top three sector contributors to portfolio performance were Healthcare, Financials and Information Technology. Performance was especially aided by good stock selections in the Biotechnology and Health Care Providers & Service Industries groups, as well as the Diversified Financial Services and Capital Markets Industry groups. Additionally the portfolio saw a strong showing from the Semiconductors & Semiconductor Equity Industry group.

In contrast, Utilities, Materials and Industrials decreased portfolio performance. Selections within the Independent Power Producers & Energy Traders Industry group and an allocation to the Electric Utilities and Multi-Line Utilities Industry groups decreased performance. Performance was also detracted by an allocation to and selection within the Construction Materials and Containers & Packaging Industry groups. Finally, within Industrials, the Commercial Services & Supplies Industry group also subtracted from performance.

At the six month point, the Fund has taken a more risk adverse position and is less leveraged than normal, due to the belief that the markets may be nearing an inflection point. The Funds normal long to short allocation of 130/30 is currently 115/15. However, if macro-economic circumstances in Europe worsen, the portfolio may add to its risk profile.



	Investment Risk Considerations

Equity securities (stocks) are more volatile and carry more risk than other forms of investments, including investments in high-grade fixed income securities. The net asset value per share of this Fund will fluctuate as the value of the securities in the portfolio changes.

The Fund is subject to risks associated with short selling, which may result in the Fund sustaining greater losses or lower returns than if the Fund held only long positions.



	Average Annual Total Returns as of January 31, 2012


	6 Months ^#		1 Year	5 Year	10 Year
Institutional	5.00	%	10.93%	–4.04%	1.00%
Class A Shares	–0.44	%	5.13%	–5.25%	0.25%
Class B Shares	–0.58	%	4.80%	–5.35%	0.16%
Class C Shares	3.70	%	10.09%	–4.97%	0.02%
S&P 500® Index ¹	2.71	%	4.22%	0.33%	3.52%
Russell 1000® Index ¹	2.29	%	3.95%	0.55%	3.97%

During the period shown, the total return figures reflect dividends on short sales, extraordinary expenses and interest expense as well as the waiver of a portion of the fund’s advisory or administrative fees.Without such waiver of fees, the total returns would have been lower. As of 1/31/12, the gross expense ratios are 1.66% (Institutional Shares), 1.91% (Class A), 2.66% (Class B) and 2.64% (Class C). The total return figures for Institutional Shares reflect a sales charge of 0.0%. The total return figures for A Shares reflect the maximum sales charge of 5.0%. The total return figures for B Shares and C Shares reflect the maximum contingent deferred sales charge (CDSC) of 5.0% and 1.0% within the first year, respectively.

The Fund’s performance in the above table does not reflect the deduction of taxes on Fund distributions, or redemption of shares.


#	Not Annualized

1	Please refer to Glossary of Terms for additional information.



	Sector Investment Concentration as of January 31, 2012
	*as a percentage of total investments*

(PIE CHART)



	Top Ten Equity Holdings as of January 31, 2012 *
	*as a percentage of value of investments †*


Apple, Inc.	2.84%
Exxon Mobil Corp.	2.55%
International Business Machines Corp.	2.11%
Microsoft Corp.	2.09%
Procter & Gamble Co. (The)	1.68%
Pfizer, Inc.	1.68%
Chevron Corp.	1.66%
AT&T, Inc.	1.62%
Wells Fargo & Co.	1.59%
JP Morgan Chase & Co.	1.49%


*	Long-term securities.

†	Portfolio composition is subject to change.

Management Discussion of Fund Performance (Unaudited)



	Equity Index Fund

For the six-month period ended January 31, 2012, the Fifth Third Equity Index Fund (Institutional) gained 2.57% on a net of fee basis, compared to its benchmark, the S&P 500® Index, which advanced 2.71%.

Both the Fund and the benchmark encountered increased volatility going into August and September. Concerns over the European debt crisis and the uncertainty surrounding the U.S. debt ceiling and the creditworthiness of U.S. Treasuries, spurred a flight toward larger cap securities which benefited both the Fund and the Index. From a global economic perspective, the macro-economic picture looked brighter at the end of the six-month period compared to the beginning. Although Europe had some negative experiences, many of the worst fears in the market were not realized. When the environment proved better than investors and analysts had anticipated, the large cap stocks typical of the Fund’s selections experienced an upward surge in the October and early November timeframe which continued intermittently through January 31.

The Fund’s investment approach closely tracked the broadly diversified S&P 500 Index.

Allocations to Utilities, Information Technology and Health were the top three contributors to performance, while allocations to Energy, Financials and Materials were the top three detractors from performance.

Throughout the period, there were ten Index changes, only three of which resulted from merger and acquisition activity. On occasion, the Fund may implement transactions earlier or later than the Index’s official change date, which can generate returns slightly different from those of the Index. Such strategies vary based on the broader market environment and the makeup of the Index changes. The below average number of Index changes was due primarily to market uncertainty over the six-month time period.



	Investment Risk Considerations

The Fund invests substantially all of its assets in common stock of companies that make up the S&P 500. Index. The Advisor attempts to track the performance of the S&P 500. Index to achieve a correlation of 95% between the performance of the Fund and that of the S&P 500. Index without taking into account the Fund’s expenses.

It is important to remember that there are risks associated with index investing, including the potential risk of market decline, as well as the risks associated with investing in specific companies.

Equity securities (stocks) are more volatile and carry more risk than other forms of investments, including investments in high-grade fixed income securities. The net asset value per share of this Fund will fluctuate as the value of the securities in the portfolio changes.



	Average Annual Total Returns as of January 31, 2012


	6 Months ^#		1 Year	5 Year	10 Year
Institutional	2.57	%	4.00%	0.23%	3.34%
Class A Shares	–2.65	%	–1.43%	–1.04%	2.56%
Class B Shares	–2.93	%	–2.03%	–1.14%	2.47%
Class C Shares	1.10	%	3.02%	–0.82%	2.29%
Select Shares	2.52	%	3.92%	0.15%	3.26%
Preferred Shares	2.53	%	3.84%	0.08%	3.18%
Trust Shares	2.47	%	3.75%	–0.02%	3.09%
S&P 500® Index ¹	2.71	%	4.22%	0.33%	3.52%

During the period shown, the total return figures reflect the waiver of a portion of the fund’s advisory or administrative fees. Without such waiver of fees, the total returns would have been lower. As of 1/31/12, the gross expense ratios are 0.60% (Institutional Shares), 0.85% (Class A), 0.68% (Select Shares), 0.75% (Preferred Shares), 0.85% (Trust shares) and 1.60% (Classes B & C). The total return figures for Institutional Shares reflect a sales charge of 0.0%. The total return figures for A Shares reflect the maximum sales charge of 5.0%. The total return figures for B Shares and C Shares reflect the maximum contingent deferred sales charge (CDSC) of 5.0% and 1.0% within the first year, respectively.

The Fund’s performance in the above table does not reflect the deduction of taxes on Fund distributions, or redemption of shares.The inception date for the Select, Preferred and Trust Shares is October 20, 2003. Prior to such date, quoted performance of the Select, Preferred and Trust Shares reflects performance of the Institutional Shares and is adjusted to reflect expenses for Select, Preferred and Trust Shares.


#	Not Annualized

1	Please refer to Glossary of Terms for additional information.



	Sector Investment Concentration as of January 31, 2012
	*as a percentage of total investments*

(PIE CHART)



	Top Ten Equity Holdings as of January 31, 2012 *
	*as a percentage of value of investments †*


Apple, Inc.	3.48%
Exxon Mobil Corp.	3.30%
International Business Machines Corp.	1.86%
Microsoft Corp.	1.82%
Chevron Corp.	1.69%
General Electric Co.	1.62%
Johnson & Johnson	1.48%
AT&T, Inc.	1.43%
Procter & Gamble Co. (The)	1.42%
Pfizer, Inc.	1.35%


*	Long-term securities.

†	Portfolio composition is subject to change.

Management Discussion of Fund Performance (Unaudited)



	International Equity Fund

For the six-month period ended January 31, 2012, the Fifth Third International Equity Fund (Institutional) declined –11.27% on a net of fee basis underperforming its benchmark, the MSCI EAFE Index, which decreased by –10.42%.

Both the Fund and the benchmark experienced increased downward volatility throughout the period. Concerns over the European debt crisis and uncertainty surrounding the U.S. debt ceiling and creditworthiness of U.S. Treasuries continued to increase the selling pressure on international stocks. Over the six month period, wary investors generally turned instead to larger cap issues domiciled in the U.S. – and cash. From a global economic perspective, the macroeconomic picture looked brighter at the end of the period than at the beginning. However, while a pro-cyclical sentiment may be gaining in regard to U.S. equities, that mood has not yet crossed over to international stocks, due to ongoing fears surrounding the European debt crisis.

While the Fund experienced a partial recovery in the fourth quarter, it wasn’t enough to offset a double digit decrease in performance. For the benchmark, performance in the third quarter was the worst for a quarter since 2008. The Fund’s model, which blends diversified sources of alpha that are region and sector specific, was slightly up for the period after struggling through August, and through December and January. Additionally, the model’s value and momentum factors were up, while growth and quality factors were lower.

From a country perspective, primary contributors to performance were the Netherlands with good stock selection in Technology, Germany with a strong allocation to Consumer Discretionary and Norway with good stock selection in Energy. Additionally, the strongest sector contributors for the period included Industrials in Japan and the U.K., Technology in Hong Kong and Telecommunications in Japan. In contrast, primary country detractors from performance included Sweden (Financials and Energy), Belgium (Consumer Staples), and Italy (Consumer Discretionary). Sector detractors included Consumer Discretionary in France and Japan; and Healthcare in the U.K.

At the six month point, the Fund has been positioned to anticipate further market volatility by reducing exposures to riskier countries and sectors. Simultaneously, the Fund is modifying its model to stand ready to assume a pro-cyclical posture to take advantage of any positive international investor sentiment that appears in the next few months.



	Investment Risk Considerations

An investment in this Fund entails the special risks of international investing, including currency exchange fluctuation, government regulations, and the potential for political and economic instability. The Fund’s share price is expected to be more volatile than that of a U.S.-only fund.



	Average Annual Total Returns as of January 31, 2012


	6 Months ^#		1 Year	5 Year	10 Year
Institutional	–11.27	%	–11.27%	–4.78%	4.38%
Class A Shares	–15.75	%	–15.94%	–6.01%	3.63%
Class B Shares	–16.16	%	–16.57%	–5.99%	3.51%
Class C Shares	–12.64	%	–12.33%	–5.76%	3.33%
MSCI EAFE Index, Net ¹	–10.42	%	–9.59%	–3.85%	5.79%

During the period shown, the total return figures reflect interest expense as well as the waiver of a portion of the fund’s advisory or administrative fees. Without such waiver of fees, the total returns would have been lower. As of 1/31/12, the gross expense ratios are 1.42% (Institutional Shares), 1.67% (Class A) and 2.42% (Classes B & C). The total return figures for Institutional Shares reflect a sales charge of 0.0%. The total return figures for A Shares reflect the maximum sales charge of 5.0%. The total return figures for B Shares and C Shares reflect the maximum contingent deferred sales charge (CDSC) of 5.0% and 1.0% within the first year, respectively.

The Fund’s performance in the above table does not reflect the deduction of taxes on Fund distributions, or redemption of shares.


#	Not Annualized

1	Please refer to Glossary of Terms for additional information.



	Sector Investment Concentration as of January 31, 2012
	*as a percentage of total investments*

(PIE CHART)



	Top Ten Equity Holdings as of January 31, 2012 *
	*as a percentage of value of investments †*


Rio Tinto PLC	1.95%
Nestle SA	1.86%
Novartis AG	1.78%
BHP Billiton PLC	1.74%
BASF SE	1.66%
Royal Dutch Shell PLC	1.61%
Bayer AG	1.60%
ASML Holding NV	1.53%
Sanofi-Aventis SA	1.43%
Total SA	1.42%


*	Long-term securities.

†	Portfolio composition is subject to change.

Management Discussion of Fund Performance (Unaudited)



	Strategic Income Fund

For the six-month period ended January 31, 2012, the Fifth Third Strategic Income Fund (Institutional) gained 3.18% on a net of fee basis, underperforming its benchmark, the Barclays Capital U.S. Aggregate Bond Index, which advanced 4.25%.

Financial markets around the world spent much of the period laboring under the overhang of Europe’s debt uncertainties. As officials from governments and central banks across the Continent debated how to handle the potential insolvency of heavily indebted countries such as Greece and Portugal, European banks weighed the potential impact upon their balance sheets. In turn, investors generally favored risk-averse strategies, although any glimmer of hope for resolution spurred brief relief rallies.

Given the unknowns, U.S. Treasury securities benefited from a broad flight to safety, which drove yields (which move in the opposite direction of prices) lower along the yield curve. Long-term rates were also pressured by the October introduction of the U.S. Federal Reserve’s Operation Twist, a program in which the central bank will sell a total of $400 billion worth of short-term debt to purchase longer-term Treasury securities through June 2012.

Fund performance suffered from a sizeable underweight position, relative to the benchmark, in surging Treasuries, as well as overseas investments, as the U.S. dollar also enjoyed high demand. Select preferred stock holdings also hindered relative gains, as did convertible bonds, although returns on riskier assets improved in January. Meanwhile, preferred stocks issued by Real Estate Investment Trusts (REITs), dividend-paying common stocks, and long-dated corporate bonds enhanced relative returns.

By period-end, U.S. economic data, which was sluggish early on, was starting to look somewhat better, especially in employment, consumer spending, and bank lending. Allowing for the fact that Europe-driven volatility is still likely, the Fund maintained a defensive tone, but started adding some modestly riskier investments. These were focused in the domestic Financials sector, the Energy sector, and currencies from commodity producing countries.



	Investment Risk Considerations

Bonds offer a relatively stable level of income, although bond prices will fluctuate providing the potential for principal gain or loss. Intermediate-term, higher-quality bonds generally offer less risk than longer-term bonds and a lower rate of return.



	Average Annual Total Returns as of January 31, 2012


	6 Months ^#		1 Year	5 Year	10 Year
Institutional	3.18	%	7.45%	5.05%	5.95%
Class A Shares	–2.08	%	1.86%	3.75%	5.14%
Class B Shares	–2.32	%	1.42%	3.73%	5.11%
Class C Shares	1.72	%	6.50%	4.05%	4.92%
Barclays Capital U.S. Aggregate Bond Index ¹	4.25	%	8.66%	6.70%	5.78%

During the period shown, the total return figures reflect the waiver of a portion of the fund’s advisory or administrative fees. Without such waiver of fees, the total returns would have been lower. As of 1/31/12, the gross expense ratios are 1.35% (Institutional Shares), 1.60% (Class A) and 2.35% (Classes B & C). The total return figures for Institutional Shares reflect a sales charge of 0.0%. The total return figures for A Shares reflect the maximum sales charge of 5.0%. The total return figures for B Shares and C Shares reflect the maximum contingent deferred sales charge (CDSC) of 5.0% and 1.0% within the first year, respectively.

The quoted performance does not reflect the deduction of taxes on Fund distributions or redemption of shares. Class A and Class B Shares were initially offered on April 1, 2004. Prior to such date, the quoted performance of Class A and Class B Shares reflects the performance of the Fifth Third/Maxus Income Fund Investor Shares, with an inception date of March 10, 1985, and is adjusted to reflect expenses and applicable sales charges for the respective share class.


#	Not Annualized

1	Please refer to Glossary of Terms for additional information.



	Fund Holdings as of January 31, 2012
	*as a percentage of value of investments †*

(BAR GRAPH)


†	Portfolio composition is subject to change.

Management Discussion of Fund Performance (Unaudited)



	LifeModel Aggressive Fund^SM

For the six-month period ended January 31, 2012, the Fifth Third LifeModel Aggressive Fund (Institutional) declined
–0.59% on a net of fee basis, underperforming its benchmark, a blend of the Russell 3000® Index and the Barclays Capital U.S. Intermediate Government/Credit Bond Index, which advanced 2.31%.

Shadows of uncertainty loomed over the world’s financial markets for much of the period as Europeans worked to resolve sovereign debt issues in troubled countries such as Greece, Portugal, Italy, and Spain. The environment dampened enthusiasm for riskier assets, and stocks struggled outside of rallies in October and January, which were partially sparked by positive trends in corporate earnings. Increased demand for more stable companies resulted in greater returns from large cap growth stocks, yet among mid and small cap equities, value names outperformed growth companies. Meanwhile, international stocks posted deep losses.

U.S. Treasury securities benefited greatly from a flight to safety and maneuvers by the U.S. Federal Reserve to lower interest rates (which move in the opposite direction of prices) at the longer end of the yield curve. The risk-averse mindset also dominated the thinking of fixed income investors, who largely shunned corporate bonds – investment grade and high yield – and Mortgage-backed Securities for the perceived security of Treasuries during the period.

Within the Fund, minimal exposure to Treasuries hindered relative performance, as did an overweight position, relative to the benchmark targets, in stocks. An overweight stake in large cap value stocks further diminished relative returns. Alternatively, an overweight position in large cap growth stocks bolstered relative results, along with an underweight exposure to international stocks.

At period-end, expectations for the U.S. economy remained subdued and the outlook for corporate earnings called for continued growth, albeit at a less robust clip than the past three years. Meanwhile, the Fed asserted that it would keep its key lending rate near zero through 2014 and its pressure on long-term yields at least through the June 2012 expiration of its Operation Twist program. Emboldened by such developments, investors started to shrug off the latest news from Europe and venture back into stocks and other riskier assets.



	Investment Risk Considerations

The Fund invests in underlying funds, so its investment performance is directly related to the performance of those underlying funds. Before investing, investors should assess the risks associated with and types of investments made by each of the underlying funds in which the Fund invests.

Stocks are more volatile and carry more risk and return potential than other forms of investments. Bonds offer a relatively stable level of income, although bond prices will fluctuate, providing the potential for principal gain or loss. Cash equivalents offer low risk and low return potential.



	Average Annual Total Returns as of January 31, 2012


	Inception Date	6 Months ^#		1 Year	5 Year	Since Inception
Institutional	8/1/02	–0.59	%	2.31%	–0.48%	5.97	%
Class A Shares	8/1/02	–5.66	%	–3.05%	–1.75%	5.12	%
Class B Shares	8/1/02	–5.96	%	–3.70%	–1.76%	5.02	%
Class C Shares	8/1/02	–2.12	%	1.12%	–1.51%	4.89	%
LifeModel Aggressive Target Neutral 90% Russell 3000® Index/10% Barclays Capital U.S. Intermediate Government/Credit Bond Index Blend ¹		2.31	%	4.25%	1.32%	6.60	%
Barclays Capital U.S. Intermediate Government/Credit Bond Index ¹		2.84	%	6.47%	6.08%	5.10	%
Russell 3000® Index ¹		2.12	%	3.86%	0.60%	6.61	%

During the period shown, the total return figures reflect the waiver of a portion of the fund’s advisory or administrative fees. Without such waiver of fees, the total returns would have been lower. As of 1/31/12, the gross expense ratios are 0.60% (Institutional Shares), 0.85% (Class A) and 1.60% (Classes B & C). The total return figures for Institutional Shares reflect a sales charge of 0.0%. The total return figures for A Shares reflect the maximum sales charge of 5.0%. The total return figures for B Shares and C Shares reflect the maximum contingent deferred sales charge (CDSC) of 5.0% and 1.0% within the first year, respectively.

The Fund’s performance in the above table does not reflect the deduction of taxes on Fund distributions, or redemption of shares.


#	Not Annualized

1	Please refer to Glossary of Terms for additional information.



	Fund Holdings as of January 31, 2012
	*as a percentage of value of investments †*

(BAR GRAPH)


†	Portfolio composition is subject to change.

Management Discussion of Fund Performance (Unaudited)



	LifeModel Moderately Aggressive Fund^SM

For the six-month period ended January 31, 2012, the Fifth Third LifeModel Moderately Aggressive Fund (Institutional) gained 0.14% on a net of fee basis, underperforming its benchmark, a blend of the Russell 3000® Index and the Barclays Capital U.S. Intermediate Government/Credit Bond Index, which advanced 2.60%.

Shadows of uncertainty loomed over the world’s financial markets for much of the period as Europeans worked to resolve sovereign debt issues in troubled countries such as Greece, Portugal, Italy, and Spain. The environment dampened enthusiasm for riskier assets, and stocks struggled outside of rallies in October and January, which were partially sparked by positive trends in corporate earnings. Increased demand for more-stable companies resulted in greater returns from large cap growth stocks, yet among mid and small cap equities, value names outperformed growth companies. Meanwhile, international stocks posted deep losses.

Within the Fund, minimal exposure to Treasuries hindered relative performance, as did an overweight position, relative to the benchmark targets, in stocks. Overweight stakes in large cap value stocks and mid cap equities further diminished relative returns. Alternatively, an overweight position in large cap growth stocks bolstered relative results, along with an underweight exposure to international stocks.

At period-end, expectations for the U.S. economy remained subdued and the outlook for corporate earnings called for continued growth, albeit at a less robust clip than the past three years. Meanwhile, the Fed asserted that it would keep its key lending rate near zero through 2014 and its pressure on long-term yields at least through the June 2012 expiration of its Operation Twist program. Emboldened by such developments, investors started to shrug off the latest news from Europe and venture back into stocks and other riskier assets.



	Investment Risk Considerations



	Average Annual Total Returns as of January 31, 2012


	Inception Date	6 Months ^#		1 Year	5 Year	Since Inception
Institutional	8/1/02	0.14	%	3.78%	0.67%	6.15	%
Class A Shares	8/1/02	–4.90	%	–1.62%	–0.58%	5.32	%
Class B Shares	8/1/02	–5.28	%	–2.29%	–0.62%	5.23	%
Class C Shares	8/1/02	–1.29	%	2.78%	–0.30%	5.11	%
LifeModel Moderately Aggressive Target Neutral 70% Russell 3000® Index/30% Barclays Capital U.S. Intermediate Government/Credit Bond Index Blend ¹		2.60	%	4.94%	2.64%	6.48	%
Barclays Capital U.S. Intermediate Government/Credit Bond Index ¹		2.84	%	6.47%	6.08%	5.10	%
Russell 3000® Index ¹		2.12	%	3.86%	0.60%	6.61	%

During the period shown, the total return figures reflect the waiver of a portion of the fund’s advisory or administrative fees. Without such waiver of fees, the total returns would have been lower. As of 1/31/12, the gross expense ratios are 0.59% (Institutional Shares), 0.84% (Class A) and 1.59% (Classes B & C). The total return figures for Institutional Shares reflect a sales charge of 0.0%. The total return figures for A Shares reflect the maximum sales charge of 5.0%. The total return figures for B Shares and C Shares reflect the maximum contingent deferred sales charge (CDSC) of 5.0% and 1.0% within the first year, respectively.

The Fund’s performance in the above table does not reflect the deduction of taxes on Fund distributions, or redemption of shares.


#	Not Annualized

1	Please refer to Glossary of Terms for additional information.



	Fund Holdings as of January 31, 2012
	*as a percentage of value of investments †*

(BAR GRAPH)


†	Portfolio composition is subject to change.

Management Discussion of Fund Performance (Unaudited)



	LifeModel Moderate Fund^SM

For the six-month period ended January 31, 2012, the Fifth Third LifeModel Moderate Fund (Institutional) gained 0.92% on a net of fee basis, underperforming its benchmark, a blend of the Russell 3000® Index and the Barclays Capital U.S. Intermediate Government/Credit Bond Index, which advanced 2.79%.

Shadows of uncertainty loomed over the world’s financial markets for much of the period as Europeans worked to resolve sovereign debt issues in troubled countries such as Greece, Portugal, Italy, and Spain. The environment dampened enthusiasm for riskier assets, and stocks struggled outside of rallies in October and January, which were partially sparked by positive trends in corporate earnings. Increased demand for more-stable companies resulted in greater returns from large cap growth stocks, yet among mid and small cap equities, value names outperformed growth companies. Meanwhile, international stocks posted deep losses.



	Investment Risk Considerations



	Average Annual Total Returns as of January 31, 2012


	Inception Date	6 Months ^#		1 Year	5 Year	Since Inception
Institutional	8/1/02	0.92	%	4.93%	1.85%	5.45	%
Class A Shares	8/1/02	–4.15	%	–0.52%	0.57%	4.62	%
Class B Shares	8/1/02	–4.52	%	–1.07%	0.53%	4.52	%
Class C Shares	8/1/02	–0.50	%	3.91%	0.85%	4.41	%
LifeModel Moderate Target Neutral 50% Russell 3000® Index/50% Barclays Capital U.S. Intermediate Government/Credit Bond Index Blend ¹		2.79	%	5.53%	3.82%	6.23	%
Barclays Capital U.S. Intermediate Government/Credit Bond Index ¹		2.84	%	6.47%	6.08%	5.10	%
Russell 3000® Index ¹		2.12	%	3.86%	0.60%	6.61	%

During the period shown, the total return figures reflect the waiver of a portion of the fund’s advisory or administrative fees. Without such waiver of fees, the total returns would have been lower. As of 1/31/12, the gross expense ratios are 0.47% (Institutional Shares), 0.72% (Class A) and 1.47% (Classes B & C). The total return figures for Institutional Shares reflect a sales charge of 0.0%. The total return figures for A Shares reflect the maximum sales charge of 5.0%. The total return figures for B Shares and C Shares reflect the maximum contingent deferred sales charge (CDSC) of 5.0% and 1.0% within the first year, respectively.

The Fund’s performance in the above table does not reflect the deduction of taxes on Fund distributions, or redemption of shares.


#	Not Annualized

1	Please refer to Glossary of Terms for additional information.



	Fund Holdings as of January 31, 2012
	*as a percentage of value of investments †*

(BAR GRAPH)


†	Portfolio composition is subject to change.

Management Discussion of Fund Performance (Unaudited)



	LifeModel Moderately Conservative Fund^SM

For the six-month period ended January 31, 2012, the Fifth Third LifeModel Moderately Conservative Fund (Institutional) gained 1.27% on a net of fee basis, underperforming its benchmark, a blend of the Barclays Capital U.S. Intermediate Government/Credit Bond Index and the Russell 3000® Index, which advanced 2.85%.

Shadows of uncertainty loomed over the world’s financial markets for much of the period as Europeans worked to resolve sovereign debt issues in troubled countries such as Greece, Portugal, Italy, and Spain. The environment dampened enthusiasm for riskier assets, and U.S. Treasury securities benefited greatly from a flight to safety, as well as maneuvers by the U.S. Federal Reserve to lower interest rates (which move in the opposite direction of prices) at the longer end of the yield curve. Fixed income investors also largely shunned corporate bonds – investment grade and high yield – and Mortgage-backed Securities for the perceived security of Treasuries during the period.

The risk-aversion mindset also dominated the thinking of stock investors as equities struggled outside of rallies in October and January, which were partially sparked by positive trends in corporate earnings. Increased demand for more-stable companies resulted in greater returns from large cap growth stocks, yet among mid and small cap equities, value names outperformed growth companies. Meanwhile, international stocks posted deep losses.



	Investment Risk Considerations



	Average Annual Total Returns as of January 31, 2012


	Inception Date	6 Months ^#		1 Year	5 Year	Since Inception
Institutional	8/1/02	1.27	%	5.69%	2.55%	5.09	%
Class A Shares	8/1/02	–3.90	%	0.12%	1.24%	4.25	%
Class B Shares	8/1/02	–4.28	%	–0.44%	1.19%	4.17	%
Class C Shares	8/1/02	–0.25	%	4.64%	1.53%	4.03	%
LifeModel Moderately Conservative Target Neutral 40% Russell 3000® Index/60% Barclays Capital U.S. Intermediate Government/Credit Bond Index Blend ¹		2.85	%	5.77%	4.35%	6.07	%
Barclays Capital U.S. Intermediate Government/Credit Bond Index ¹		2.84	%	6.47%	6.08%	5.10	%
Russell 3000® Index ¹		2.12	%	3.86%	0.60%	6.61	%

During the period shown, the total return figures reflect the waiver of a portion of the fund’s advisory or administrative fees. Without such waiver of fees, the total returns would have been lower. As of 1/31/12, the gross expense ratios are 0.69% (Institutional Shares), 0.94% (Class A) and 1.69% (Classes B & C). The total return figures for Institutional Shares reflect a sales charge of 0.0%. The total return figures for A Shares reflect the maximum sales charge of 5.0%. The total return figures for B Shares and C Shares reflect the maximum contingent deferred sales charge (CDSC) of 5.0% and 1.0% within the first year, respectively.

The Fund’s performance in the above table does not reflect the deduction of taxes on Fund distributions, or redemption of shares.


#	Not Annualized

1	Please refer to Glossary of Terms for additional information.



	Fund Holdings as of January 31, 2012
	*as a percentage of value of investments †*

(BAR GRAPH)


†	Portfolio composition is subject to change.

Management Discussion of Fund Performance (Unaudited)



	LifeModel Conservative Fund^SM

For the six-month period ended January 31, 2012, the Fifth Third LifeModel Conservative Fund (Institutional) gained 1.81% on a net of fee basis, underperforming its benchmark, a blend of the Barclays Capital U.S. Intermediate Government/Credit Bond Index and the Russell 3000® Index, which advanced 2.90%.

Shadows of uncertainty loomed over the world’s financial markets for much of the period as Europeans worked to resolve sovereign debt issues in troubled countries such as Greece, Portugal, Italy, and Spain. The environment dampened enthusiasm for riskier assets, and U.S. Treasury securities benefited greatly from a flight to safety, as well as maneuvers by the U.S. Federal Reserve to lower interest rates (which move in the opposite direction of prices) at the longer end of the yield curve. Fixed income investors also largely shunned corporate bonds – investment grade and high yield – and Mortgage-backed Securities for the perceived security of Treasuries during the period.



	Investment Risk Considerations



	Average Annual Total Returns as of January 31, 2012


	Inception Date	6 Months ^#		1 Year	5 Year	Since Inception
Institutional	8/1/02	1.81	%	6.50%	3.11%	4.59	%
Class A Shares	8/1/02	–3.39	%	0.90%	1.83%	3.76	%
Class B Shares	8/1/02	–3.63	%	0.49%	1.77%	3.68	%
Class C Shares	8/1/02	0.28	%	5.42%	2.10%	3.56	%
LifeModel Conservative Target Neutral 20% Russell 3000® Index/80% Barclays Capital U.S. Intermediate Government/Credit Bond Index Blend ¹		2.90	%	6.18%	5.30%	5.64	%
Barclays Capital U.S. Intermediate Government/Credit Bond Index ¹		2.84	%	6.47%	6.08%	5.10	%
Russell 3000® Index ¹		2.12	%	3.86%	0.60%	6.61	%

During the period shown, the total return figures reflect the waiver of a portion of the fund’s advisory or administrative fees. Without such waiver of fees, the total returns would have been lower. As of 1/31/12, the gross expense ratios are 0.73% (Institutional Shares), 0.98% (Class A) and 1.73% (Classes B & C). The total return figures for Institutional Shares reflect a sales charge of 0.0%. The total return figures for A Shares reflect the maximum sales charge of 5.0%. The total return figures for B Shares and C Shares reflect the maximum contingent deferred sales charge (CDSC) of 5.0% and 1.0% within the first year, respectively.

The Fund’s performance in the above table does not reflect the deduction of taxes on Fund distributions, or redemption of shares.


#	Not Annualized

1	Please refer to Glossary of Terms for additional information.



	Fund Holdings as of January 31, 2012
	*as a percentage of value of investments †*

(BAR GRAPH)


†	Portfolio composition is subject to change.

Management Discussion of Fund Performance (Unaudited)



	High Yield Bond Fund

For the six-month period ended January 31, 2012, the Fifth Third High Yield Bond Fund (Institutional) gained 1.82% on a net of fee basis, outperforming its benchmark, the Merrill Lynch High Yield Cash Pay Index, which advanced 1.21%.

The significant volatility that swept through the high yield bond market in mid-2012 continued through the first two months of the period, resulting in sagging prices and rising yields. As questions about the economic health of the U.S. surfaced, the spreading crisis in the Eurozone, where yields on debt issued by troubled countries soared, compounded the weakening sentiment. A flight to safety resulted in a downward shift in the U.S. Treasury yield curve that sent interest rates to new lows, generally reflecting a loss of confidence in economic and political leadership on both sides of the Atlantic, as well as accommodative maneuvers by the U.S. Federal Reserve. While confidence in domestic capital markets recovered somewhat in the second half of the six-month period, considerable uncertainty remained.

Within the high yield bond market, higher quality BB-rated bonds, which tend to be more sensitive to interest rate moves, outperformed lower quality CCC-rated securities, although the latter rallied alongside the stock market’s rise in January. More broadly, the spread between high yield rates and Treasuries widened 96 basis points during the period to end at 645 basis points.

Fund outperformance stemmed from its high quality bias and solid security selection, especially within the Energy sector. Investments in the cable television industry further enhanced relative returns, as did a lack of exposure to banks, thrifts and diversified financial companies. Alternatively, a lack of exposure to an automaker poised for a bump up to investment grade hindered relative performance.

Early in 2012, analysts projected that full-year high yield bond default rates would hover around 2%, due largely to solid corporate earnings, healthy balance sheets, and considerable access to capital. Yet despite the good fundamentals, spreads were running notably higher than the market’s historical average, which translated into attractive valuations on select issues.



	Investment Risk Considerations

Investors in any bond fund may be subject to fluctuations in price due to issuer and credit quality, rising interest rates, inflation and call risks associated with the underlying bonds owned by the fund.



	Average Annual Total Returns as of January 31, 2012


	Inception Date	6 Months ^#		1 Year	5 Year	Since Inception
Institutional	11/29/05	1.82	%	5.70%	7.93%	7.86	%
Class A Shares	11/29/05	–3.15	%	0.33%	6.54%	6.69	%
Class B Shares	11/29/05	–3.60	%	–0.27%	6.56%	6.79	%
Class C Shares	11/29/05	0.33	%	4.67%	6.86%	6.80	%
BofA Merrill Lynch U.S. High Yield, Cash Pay Index ¹		1.21	%	5.27%	7.62%	8.39	%

During the period shown, the total return figures reflect the waiver of a portion of the fund’s advisory or administrative fees. Without such waiver of fees, the total returns would have been lower. As of 1/31/12, the gross expense ratios are 1.16% (Institutional Shares), 1.41% (Class A) and 2.16% (Classes B & C). The total return figures for Institutional Shares reflect a sales charge of 0.0%. The total return figures for A Shares reflect the maximum sales charge of 4.75%. The total return figures for B Shares and C Shares reflect the maximum contingent deferred sales charge (CDSC) of 5.0% and 1.0% within the first year, respectively.

The Fund’s performance in the above table does not reflect the deduction of taxes on Fund distributions, or redemption of shares.


#	Not Annualized

1	Please refer to Glossary of Terms for additional information.



	Fund Holdings as of January 31, 2012
	*as a percentage of value of investments †*

(BAR GRAPH)


†	Portfolio composition is subject to change.

Management Discussion of Fund Performance (Unaudited)



	Total Return Bond Fund

For the six-month period ended January 31, 2012, the Fifth Third Total Return Bond Fund (Institutional) gained 3.50% on a net of fee basis, underperforming its benchmark, the Barclays Capital Aggregate Bond Index, which advanced 4.25%.

Financial market turmoil in Europe flared up on a regular basis during the period as government officials and central bankers debated how to settle the problems stemming from bonds issued by heavily indebted countries such as Greece, Portugal, Italy, and Spain. The ripple effects generally dulled investors’ risk appetites for much of the period. Meanwhile, the U.S. Federal Reserve worked to stimulate the domestic economy by holding its key lending rate near zero and rolling out Operation Twist, a program in which it aimed to sell $400 billion worth of short-term U.S. Treasury securities through June 2012 in order to buy longer-term Treasuries.

The maneuver resulted in a flattening of the yield curve as longer-term rates (which move in the opposite direction of prices) dropped toward the miniscule Federal Funds Rate. Elsewhere, despite steady demand from the Federal Reserve, U.S. Government Agency Mortgage-backed Securities (MBS) experienced lackluster performance, due primarily to suggestions that a government-sponsored refinancing wave would help resolve the country’s mortgage woes. Corporate bonds and Non-agency MBS also underperformed as investors preferred the perceived safety of U.S. Treasuries.

Fund performance suffered from a shorter duration position than the benchmark, which is designed to outperform when rates rise but faltered as longer-term rates dropped, although a mid-period adjustment offset some of the drag. Non-agency MBS holdings also struggled in the market’s Europe-related turbulence. Conversely, overweight positions, relative to the benchmark, in high quality Commercial Mortgage-backed Securities (CMBS) and Asset-backed Securities enhanced relative returns, as did modest positions in municipal bonds and Treasury Inflation Protected Securities.

By period-end, the Fund’s duration remained slightly shorter than the benchmark – a precautionary approach resulting primarily from lingering uncertainties in Europe. Meanwhile, overweight positions remained in corporate bonds, Agency MBS and CMBS – all asset classes possessing the potential for outperformance in a low-rate environment.



	Investment Risk Considerations



	Average Annual Total Returns as of January 31, 2012


	6 Months ^#		1 Year	5 Year	10 Year
Institutional	3.50	%	10.57%	4.40%	4.39%
Class A Shares	–1.40	%	5.01%	3.13%	3.63%
Class B Shares	–2.05	%	4.41%	3.03%	3.51%
Class C Shares	1.98	%	9.46%	3.38%	3.35%
Barclays Capital U.S. Aggregate Bond Index ¹	4.25	%	8.66%	6.70%	5.78%

During the period shown, the total return figures reflect the waiver of a portion of the fund’s advisory or administrative fees. Without such waiver of fees, the total returns would have been lower. As of 1/31/12, the gross expense ratios are 0.91% (Institutional Shares), 1.16% (Class A) and 1.91% (Classes B & C). The total return figures for Institutional Shares reflect a sales charge of 0.0%. The total return figures for A Shares reflect the maximum sales charge of 4.75%. The total return figures for B Shares and C Shares reflect the maximum contingent deferred sales charge (CDSC) of 5.0% and 1.0% within the first year, respectively.

The Fund’s performance in the above table does not reflect the deduction of taxes on Fund distributions, or redemption of shares.


#	Not Annualized

1	Please refer to Glossary of Terms for additional information.



	Fund Holdings as of January 31, 2012
	*as a percentage of value of investments †*

(BAR GRAPH)


†	Portfolio composition is subject to change.

Management Discussion of Fund Performance (Unaudited)



	Short Term Bond Fund

For the six-month period ended January 31, 2012, the Fifth Third Short Term Bond Fund (Institutional) gained 0.43% on a net of fee basis, outperforming its primary benchmark, the Merrill Lynch 1-3 Year Government/ Corporate Bond Index, which advanced 0.53%.

The bond market opened the period on unsure footing amid the heated debate in Washington, DC, over the U.S. budget and its debt load, which led to an unprecedented credit rating downgrade on U.S. Treasury securities. Investors, however, responded by flocking to Treasuries, a flight to safety that accelerated as problems in Europe steadily compounded. The Federal Reserve, meanwhile, held its key lending rate near zero and pledged in the final week of January to keep it there through late 2014.

In turn, short-term interest rates remained low for much of the period. Even the Fed’s Operation Twist, a program in which the central bank will sell a total of $400 billion worth of short-term debt to purchase longer-term Treasury securities through June 2012, failed to soften prices (which move in the opposite direction of yields).

Against this backdrop, the Fund pursued higher-yielding securities featuring solid risk-reward characteristics. As a result, it expanded its overweight position, relative to the benchmark, in corporate bonds, particularly in industrial and consumer names. This bolstered relative returns as investors were attracted to solid company balance sheets. Investments in Commercial Mortgage-backed Securities with solid fundamentals and Asset-backed Securities tied to auto loans and credit cards also proved advantageous.

Conversely, the Fund’s Non-U.S. Government Agency Mortgage-backed Securities (MBS) and Agency MBS positions sagged as proposals to resolve the nation’s mortgage woes spurred volatile price swings. A modestly short duration, which is designed to enhance returns in a rising-rate environment, also hurt, although the Fund’s positioning was adjusted to neutral midway through the period.

The Fund also reduced investments in Agency MBS during the period. As Agency securities traded closer to Treasury levels, corporate issues tended to offer greater relative values in the low-rate environment.



	Investment Risk Considerations



	Average Annual Total Returns as of January 31, 2012


	6 Months ^#		1 Year	5 Year	10 Year
Institutional	0.43	%	1.28%	3.61%	3.13%
Class A Shares	–2.75	%	–2.05%	2.71%	2.59%
Class C Shares	–1.04	%	0.30%	2.58%	2.11%
BofA Merrill Lynch 1–3 Year Government/Corporate Bond Index ¹	0.53	%	1.69%	3.96%	3.58%

During the period shown, the total return figures reflect the waiver of a portion of the fund’s advisory or administrative fees. Without such waiver of fees, the total returns would have been lower. As of 1/31/12, the gross expense ratios are 0.83% (Institutional Shares), 1.08% (Class A) and 1.83% (Class C). The total return figures for Institutional Shares reflect a sales charge of 0.0%. The total return figures for A Shares reflect the maximum sales charge of 3.00%. The total return figures for C Shares reflect the maximum contingent deferred sales charge (CDSC) of 1.0% within the first year.

The quoted performance does not reflect the deduction of taxes on Fund distributions or redemption of shares. Class C Shares were initially offered on August 1, 2003. The performance figures for Class C Shares for the periods prior to such date represent the performance for Institutional Shares and are adjusted to reflect expenses and applicable sales charges for Class C Shares.


#	Not Annualized

1	Please refer to Glossary of Terms for additional information.



	Fund Holdings as of January 31, 2012
	*as a percentage of value of investments †*

(BAR GRAPH)


†	Portfolio composition is subject to change.

Glossary of Terms

Barclays Capital U.S. Aggregate Bond Index is a market value-weighted performance benchmark for investment-grade fixed-rate taxable SEC-registered debt issues, including government, corporate, asset-backed and mortgage-backed securities, with maturities of at least one year.

Barclays Capital U.S. Intermediate Government/Credit Bond Index is composed of investment grade corporate debt issues as well as debt issues of U.S. government agencies and the U.S. Treasury. The debt issues all maintain maturities within a range of one to ten year.

Basis point is 0.01% or one-hundredth of a percent of yield.

Beta is the covariance of a stock in relation to the rest of stock market.

BofA Merrill Lynch 1-3 Year Government/Corporate Bond Index is composed of U.S. Treasury issues and publicly issued debt of U.S. Government agencies with maturities of one to three years.

BofA Merrill Lynch U.S. High Yield, Cash Pay Index is an unmanaged index which tracks the performance of below investment grade, U.S. dollar-denominated corporate bonds publicly issued in the U.S. domestic market. Qualifying bonds must have at least one year remaining term to maturity, at least $100,000,000 par outstanding, and a fixed coupon schedule.

CFA^®is a trademark owned by the CFA Institute.

Duration is the weighted average maturity of a bond’s cash flows.

Morgan Stanley Capital International Europe, Australasia and Far East (“MSCI EAFE”) Index, Net is generally representative of a sample of companies of the market structure of 20 European and Pacific Bain countries.

Russell 1000® Index measures the performance of 1,000 largest securities found in the Russell 3000® universe.

Russell 1000® Growth Index measures the performance of 1,000 securities found in the Russell universe with higher price-to-book ratios and higher forecasted growth values.

Russell 1000® Value Index measures the performance of 1,000 securities found in the Russell 1000® universe with a less-than-average growth orientation. Companies in this index generally have low price-to-book and price-to-earnings ratios, higher dividends yields and lower forecasted growth values.

Russell 2000® Growth Index tracks the performance of common stocks that measure the performance of the securities found in the Russell 2000® universe with higher forecasted growth values.

Russell 2000® Value Index measures the performance of those Russell 2000® companies with a less-than-average growth orientation. Companies in this index generally have low price-to-book and price-to-earnings ratios.

Russell 3000® Index measures the performance of the largest 3000 U.S. companies representing approximately 98% of the investable U.S. equity market.

Russell 3000® Value Index measures the performance of those companies in the Russell 3000® Index with lower price-to-book ratios and lower forecasted growth values.

Russell Microcap® Value Index measures the performance of those Russell Microcap companies with lower price-to-book ratios and lower forecasted growth values.

Russell Midcap® Growth Index measures the performance of those Russell Midcap companies with higher price-to-book ratios and higher forecasted growth values. The stocks are also members of the Russell 1000® Growth Index.

Russell Midcap® Value Index measures the performance of those Russell Midcap companies with lower price-to-book ratios and lower forecasted growth values.

Glossary of Terms, continued

S&P 500® Index measures the performance of 500 selected common stocks, most of which are listed on the New York Stock Exchange, and is a measure of the U.S. stock market as a whole.

The above indices are unmanaged and do not reflect the deduction of fees associated with a mutual fund such as investment management and fund accounting fees. However, the Funds’ performance reflects 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.

The Fifth Third LifeModel Target Neutral Asset Class Blended Indices are unmanaged custom-blended indices, created by Fifth Third Asset Management, Inc. (the “Advisor”), comprised of the Russell 3000® Index and Barclays Capital U.S. Intermediate Government/Credit Bond Index. The LifeModel Target Neutral Asset Class Blends are hypothetical blends only and do not represent underlying allocations in the Funds. Below is a table which indicates the percentage breakdown for each Fund.


	Russell 3000® Index	Barclays Capital U.S. Intermediate Government/Credit Bond Index
Fifth Third LifeModel Aggressive^SM	90%	10%
Fifth Third LifeModel Moderately Aggressive^SM	70%	30%
Fifth Third LifeModel Moderate^SM	50%	50%
Fifth Third LifeModel Moderately Conservative^SM	40%	60%
Fifth Third LifeModel Conservative^SM	20%	80%

Small Cap Growth

Schedule of Investments

January 31, 2012 (Unaudited)


	Shares		Value
Common Stocks (95.0%)
Aerospace & Defense (2.1%)
Hexcel Corp. *		27,700	$	694,439

Auto Components (2.0%)
Tenneco, Inc. *		20,900		670,890

Biotechnology (2.2%)
Cepheid, Inc. *		16,900		744,614

Capital Markets (1.5%)
Evercore Partners, Inc., Class A		17,600		496,144

Commercial Services and Supplies (1.7%)
Portfolio Recovery Associates, Inc. *		8,600		558,570

Communications Equipment (2.1%)
Netgear, Inc. *		17,800		708,796

Construction & Engineering * (4.0%)
Furmanite Corp.		101,640		783,644
MYR Group, Inc.		26,600		531,468
				1,315,112

Consumer Finance (1.5%)
Cash America International, Inc.		11,600		508,776

Diversified Consumer Services (1.1%)
ChinaCast Education Corp. *		61,800		380,070

Diversified Telecommunication Services (2.4%)
Cogent Communications Group, Inc. *		51,200		780,288

Electrical Equipment * (3.3%)
Polypore International, Inc.		14,000		533,120
Thermon Group Holdings, Inc.		31,600		553,632
				1,086,752

Electronic Equipment, Instruments & Components (1.9%)
Maxwell Technologies, Inc.		31,600		646,536

Energy Equipment & Services * (2.4%)
Global Geophysical Services, Inc.		84,600		762,246
North American Energy Partners, Inc.		5,364		34,115
				796,361

Health Care Equipment & Supplies * (9.5%)
ABIOMED, Inc.		29,800		551,598
Endologix, Inc.		58,400		758,032
Merit Medical Systems, Inc.		37,000		522,070
NxStage Medical, Inc.		40,000		717,600
OraSure Technologies, Inc.		54,462		606,162
				3,155,462

Health Care Providers & Services (1.8%)
HMS Holdings Corp. *		17,600		580,976

Hotels, Restaurants & Leisure (2.0%)
Bravo Brio Restaurant Group, Inc. *		33,846		651,536

Internet Software & Services * (7.9%)
Bankrate, Inc.		32,400		757,836
Envestnet, Inc.		47,400		545,574
SciQuest, Inc.		46,600		681,758
SPS Commerce, Inc.		24,600		620,658
				2,605,826

IT Services * (7.9%)
Cardtronics, Inc.		31,000		792,050
iGate Corp.		50,500		920,110
ServiceSource International, Inc.		53,500		905,220
				2,617,380

Machinery (3.7%)
Chart Industries, Inc. *		10,400		579,904
Valmont Industries, Inc.		6,300		660,933
				1,240,837

Media (1.6%)
MDC Partners, Inc., Class A		40,700		532,356

Metals & Mining (2.2%)
Carpenter Technology Corp.		13,800		724,224

Oil, Gas & Consumable Fuels (2.2%)
Northern Oil and Gas, Inc. *		28,900		722,500

Pharmaceuticals * (4.0%)
Akorn, Inc.		58,400		669,264
Salix Pharmaceuticals, Ltd.		13,500		650,700
				1,319,964

Professional Services (1.6%)
Kelly Services, Inc., Class A		32,000		517,120

Road & Rail (2.1%)
Swift Transportation Co. *		60,600		698,718

Semiconductors & Semiconductor Equipment (2.4%)
Mellanox Technologies, Ltd. *		21,900		803,073

Software * (3.7%)
Tangoe, Inc.		49,300		714,850
Ultimate Software Group, Inc.		7,900		526,851
				1,241,701

Specialty Retail * (6.5%)
Body Central Corp.		32,000		860,160
Express, Inc.		29,300		634,052
Select Comfort Corp.		26,400		662,112
				2,156,324

Textiles, Apparel & Luxury Goods (1.9%)
Warnaco Group, Inc. (The) *		10,700		623,275

Continued

Small Cap Growth

Schedule of Investments, continued

January 31, 2012 (Unaudited)


	Shares		Value
Common Stocks, continued
Trading Companies & Distributors (5.8%)
DXP Enterprises, Inc. *		19,100	$	644,243
Kaman Corp.		17,900		557,943
Rush Enterprises, Inc., Class A *		31,500		724,815
				1,927,001

Total Common Stocks				31,505,621

Investments in Affiliates (8.4%)
Fifth Third Institutional Money Market Fund ^(a)		2,794,365		2,794,365

Total Investments in Affiliates				2,794,365

Total Investments (Cost $28,280,742) – 103.4%				34,299,986

Liabilities in excess of other assets – (3.4%)				(1,121,534	)

NET ASSETS – 100.0%			$	33,178,452

Notes to Schedule of Investments


*	Non-income producing security.

(a)	Investment is in Institutional Shares of underlying fund.

See notes to schedules of investments
and notes to financial statements.

Mid Cap Growth

Schedule of Investments
January 31, 2012 (Unaudited)


	Shares		Value
Common Stocks (98.2%)
Aerospace & Defense (1.9%)
TransDigm Group, Inc. *		13,000	$	1,358,890

Auto Components (1.3%)
BorgWarner, Inc. *		13,000		970,190

Beverages – Non-alcoholic (1.7%)
Monster Beverage Corp. *		12,000		1,254,120

Biotechnology * (6.1%)
Alexion Pharmaceuticals, Inc.		25,000		1,919,000
Medivation, Inc.		16,000		886,560
Onyx Pharmaceuticals, Inc.		17,000		695,980
Regeneron Pharmaceuticals, Inc.		10,000		908,600
				4,410,140

Capital Markets (1.4%)
Affiliated Managers Group, Inc. *		10,000		1,005,100

Chemicals (8.4%)
Airgas, Inc.		11,000		868,230
Albemarle Corp.		15,000		964,650
Ecolab, Inc.		20,000		1,208,800
FMC Corp.		13,000		1,204,840
Valspar Corp.		21,000		908,040
Westlake Chemical Corp.		15,000		876,750
				6,031,310

Commercial Banks (1.3%)
Texas Capital Bancshares, Inc. *		29,000		919,880

Communications Equipment (1.2%)
Comverse Technology, Inc. *		16,813		105,922
Motorola Solutions, Inc.		17,000		788,970
				894,892

Distributors (1.3%)
LKQ Corp. *		28,000		912,800

Electrical Equipment (5.2%)
AMETEK, Inc.		25,000		1,175,000
Rockwell Automation, Inc.		17,000		1,323,790
Roper Industries, Inc.		13,000		1,214,070
				3,712,860

Electronic Equipment, Instruments & Components (1.6%)
Trimble Navigation, Ltd. *		25,000		1,170,750

Energy Equipment & Services (4.4%)
Dresser-Rand Group, Inc. *		17,000		870,910
FMC Technologies, Inc. *		26,000		1,328,860
Oceaneering International, Inc.		20,000		971,800
				3,171,570

Food Products (1.0%)
B&G Foods, Inc.		31,000		702,460

Health Care Equipment & Supplies (1.3%)
Zoll Medical Corp. *		14,000		960,120

Continued

Mid Cap Growth

Schedule of Investments, continued
January 31, 2012 (Unaudited)


	Shares		Value
Common Stocks, continued
Health Care Providers & Services (2.7%)
HMS Holdings Corp. *		31,000	$	1,023,310
Humana, Inc.		10,000		890,200
				1,913,510

Health Care Technology (1.2%)
SXC Health Solutions Corp. *		14,000		882,840

Hotels, Restaurants & Leisure (3.6%)
Chipotle Mexican Grill, Inc. *		2,750		1,010,047
Panera Bread Co., Class A *		5,000		741,250
Starwood Hotels & Resorts Worldwide, Inc.		15,000		813,600
				2,564,897

Household Durables (2.2%)
Garmin, Ltd.		21,000		875,700
Lennar Corp., Class A		34,000		730,660
				1,606,360

Internet Software & Services (1.3%)
Rackspace Hosting, Inc. *		22,000		955,020

IT Services * (2.8%)
Cardtronics, Inc.		34,000		868,700
Teradata Corp.		22,000		1,178,320
				2,047,020

Life Sciences Tools & Services * (2.5%)
Agilent Technologies, Inc.		24,000		1,019,280
Mettler-Toledo International, Inc.		4,500		789,750
				1,809,030

Machinery (4.0%)
Colfax Corp. *		32,000		971,520
Gardner Denver, Inc.		12,000		895,200
Wabtec Corp.		15,000		1,031,850
				2,898,570

Marine (1.4%)
Kirby Corp. *		15,000		1,001,550

Media (1.3%)
CBS Corp., Class B		32,000		911,360

Metals & Mining (2.5%)
Carpenter Technology Corp.		17,000		892,160
Steel Dynamics, Inc.		56,000		893,200
				1,785,360

Multiline Retail (3.2%)
Dollar Tree, Inc. *		14,000		1,187,340
Macy’s, Inc.		33,000		1,111,770
				2,299,110

Oil, Gas & Consumable Fuels (4.0%)
Concho Resources, Inc. *		12,000		1,279,920
Continental Resources, Inc. *		9,000		726,120
SM Energy Co.		12,000		870,960
				2,877,000

Personal Products (1.1%)
Estee Lauder Cos., Inc. (The), Class A		14,000		811,020

Pharmaceuticals (2.2%)
Perrigo Co.		9,000		860,400
Shire PLC, ADR		7,000		696,640
				1,557,040

Road & Rail (2.0%)
Kansas City Southern *		21,000		1,441,440

Semiconductors & Semiconductor Equipment (4.7%)
Altera Corp.		30,000		1,193,700
KLA-Tencor Corp.		24,000		1,227,120
Xilinx, Inc.		27,000		967,950
				3,388,770

Software * (3.7%)
CommVault Systems, Inc.		20,000		940,000
Informatica Corp.		23,000		972,900
QLIK Technologies, Inc.		27,000		761,400
				2,674,300

Specialty Retail (7.9%)
O’Reilly Automotive, Inc. *		14,000		1,141,140
Ross Stores, Inc.		23,000		1,168,860
Sally Beauty Holdings, Inc. *		37,000		762,940
Tractor Supply Co.		18,000		1,453,860
Ulta Salon Cosmetics & Fragrance, Inc. *		15,000		1,143,300
				5,670,100

Textiles, Apparel & Luxury Goods (1.0%)
Michael Kors Holdings, Ltd. *		2,000		61,900
VF Corp.		5,000		657,450
				719,350

Trading Companies & Distributors (4.8%)
Fastenal Co.		32,000		1,493,760
United Rentals, Inc. *		25,000		956,000
WESCO International, Inc. *		16,000		1,006,080
				3,455,840

Total Common Stocks				70,744,569

Investments in Affiliates (3.0%)
Fifth Third Institutional Money Market Fund ^(a)		2,181,456		2,181,456

Total Investments in Affiliates				2,181,456

Total Investments (Cost $59,694,588) – 101.2%				72,926,025

Liabilities in excess of other assets – (1.2%)				(887,547	)

NET ASSETS – 100.0%			$	72,038,478

Continued

Mid Cap Growth

Schedule of Investments, continued
January 31, 2012 (Unaudited)

Notes to Schedule of Investments


*	Non-income producing security.

(a)	Investment is in Institutional Shares of underlying fund.

The following abbreviation is used in the Schedule of Investments:
ADR – American Depositary Receipt

See notes to schedules of investments
and notes to financial statements.

Quality Growth

Schedule of Investments
January 31, 2012 (Unaudited)


	Shares		Value
Common Stocks (96.8%)
Aerospace & Defense (3.1%)
Precision Castparts Corp.		29,000	$	4,746,720
United Technologies Corp.		58,000		4,544,300
				9,291,020

Auto Components (2.6%)
BorgWarner, Inc. *		55,000		4,104,650
Johnson Controls, Inc.		118,000		3,748,860
				7,853,510

Beverages (2.4%)
Coca-Cola Co. (The)		105,000		7,090,650

Biotechnology * (2.8%)
Alexion Pharmaceuticals, Inc.		63,000		4,835,880
Biogen Idec, Inc.		30,000		3,537,600
				8,373,480

Chemicals (5.5%)
Airgas, Inc.		46,000		3,630,780
FMC Corp.		57,000		5,282,760
International Flavors & Fragrances, Inc.		37,000		2,064,970
Valspar Corp.		127,000		5,491,480
				16,469,990

Commercial Banks (1.2%)
Wells Fargo & Co.		122,000		3,563,620

Commercial Services & Supplies (1.1%)
Stericycle, Inc. *		38,000		3,192,760

Communications Equipment (1.8%)
Qualcomm, Inc.		90,000		5,293,800

Computers & Peripherals * (7.9%)
Apple, Inc.		39,000		17,802,720
EMC Corp.		220,000		5,667,200
				23,469,920

Consumer Finance (1.6%)
American Express Co.		96,000		4,813,440

Diversified Financial Services (1.6%)
JP Morgan Chase & Co.		125,000		4,662,500

Electrical Equipment (1.7%)
AMETEK, Inc.		108,000		5,076,000

Energy Equipment & Services (4.3%)
National Oilwell Varco, Inc.		72,000		5,326,560
Schlumberger, Ltd.		99,000		7,441,830
				12,768,390

Food & Staples Retailing (1.8%)
Costco Wholesale Corp.		64,000		5,265,280

Food Products (1.2%)
Ralcorp Holdings, Inc. *		40,000		3,498,000

Continued

Quality Growth

Schedule of Investments, continued
January 31, 2012 (Unaudited)


	Shares		Value
Common Stocks, continued
Health Care Providers & Services (1.9%)
UnitedHealth Group, Inc.		108,000	$	5,593,320

Hotels, Restaurants & Leisure (3.7%)
McDonald’s Corp.		78,000		7,725,900
Starwood Hotels & Resorts Worldwide, Inc.		60,000		3,254,400
				10,980,300

Household Products (1.5%)
Procter & Gamble Co. (The)		72,000		4,538,880

Internet & Catalog Retail * (2.2%)
Amazon.com, Inc.		17,000		3,305,480
priceline.com, Inc.		6,100		3,229,828
				6,535,308

IT Services (9.7%)
Cognizant Technology Solutions Corp., Class A *		45,000		3,228,750
Fiserv, Inc. *		75,000		4,716,750
International Business Machines Corp.		62,000		11,941,200
Mastercard, Inc., Class A		13,000		4,622,410
Teradata Corp. *		81,000		4,338,360
				28,847,470

Life Sciences Tools & Services * (3.1%)
Agilent Technologies, Inc.		108,000		4,586,760
Mettler-Toledo International, Inc.		27,000		4,738,500
				9,325,260

Machinery (6.4%)
Caterpillar, Inc.		40,000		4,364,800
Cummins, Inc.		43,000		4,472,000
Danaher Corp.		120,000		6,301,200
Deere & Co.		46,000		3,962,900
				19,100,900

Metals & Mining (1.2%)
Freeport-McMoRan Copper & Gold, Inc.		81,000		3,743,010

Multi-Utilities (1.6%)
Wisconsin Energy Corp.		140,000		4,760,000

Oil, Gas & Consumable Fuels (7.1%)
Anadarko Petroleum Corp.		61,000		4,923,920
Exxon Mobil Corp.		120,000		10,048,800
Occidental Petroleum Corp.		62,000		6,185,740
				21,158,460

Personal Products (1.5%)
Estee Lauder Cos., Inc. (The), Class A		76,000		4,402,680

Pharmaceuticals (1.5%)
Perrigo Co.		48,000		4,588,800

Road & Rail (1.7%)
Union Pacific Corp.		46,000		5,258,260

Semiconductors & Semiconductor Equipment (3.9%)
Altera Corp.		75,000		2,984,250
Intel Corp.		185,000		4,887,700
Maxim Integrated Products, Inc.		140,000		3,757,600
				11,629,550

Software (1.6%)
Oracle Corp.		175,000		4,935,000

Specialty Retail (3.7%)
Home Depot, Inc.		105,000		4,660,950
Sally Beauty Holdings, Inc. *		140,000		2,886,800
Williams-Sonoma, Inc.		98,000		3,514,280
				11,062,030

Textiles, Apparel & Luxury Goods (1.4%)
PVH Corp.		53,000		4,091,070

Trading Companies & Distributors (2.5%)
Fastenal Co.		96,000		4,481,280
WESCO International, Inc. *		50,000		3,144,000
				7,625,280

Total Common Stocks				288,857,938

	Principal Amount

Corporate Bonds (0.1%)
Commercial Banks – Central U.S. (0.1%)
Bank One Capital III, 8.75%, 9/01/30	$	165,792		224,904

Total Corporate Bonds				224,904

Mortgage-Backed Securities (0.1%)
U.S. Government Agencies (0.1%)
Freddie Mac, 5.50%, 3/15/35		222,635		245,685
Government National Mortgage Association, IO, 0.05%, 4/16/46 ^(a)		1,687,194		29,357
				275,042

WL Collateral CMO Other (0.0%)
JP Morgan Mortgage Trust, Series 2005-A1, Class 2A1, 2.74%, 2/25/35 ^(a)		113,866		106,779

WL Collateral CMO Sequential (0.0%)
Countrywide Alternative Loan Trust, Series 2005-J3, Class 3A1, 6.50%, 9/25/34		65,700		63,496

Total Mortgage-Backed Securities				445,317

Continued

Quality Growth

Schedule of Investments, continued
January 31, 2012 (Unaudited)


	Shares		Value
Investments in Affiliates (2.6%)
Fifth Third Institutional Money Market Fund ^(b)		7,749,480	$	7,749,480

Total Investments in Affiliates				7,749,480

Total Investments (Cost $229,299,015) – 99.6%				297,277,639

Other assets in excess of liabilities – 0.4%				1,087,175

NET ASSETS – 100.0%			$	298,364,814

Notes to Schedule of Investments


*	Non-income producing security.

(a)	Variable rate security. Rate presented represents rate in effect at January 31, 2012.

(b)	Investment is in Institutional Shares of underlying fund.

The following abbreviations are used in the Schedule of Investments:
CMO – Collateralized Mortgage Obligation
IO – Interest Only
WL – Whole Loan

See notes to schedules of investments
and notes to financial statements.

Dividend Growth

Schedule of Investments
January 31, 2012 (Unaudited)


	Shares		Value
Common Stocks (99.3%)
Aerospace & Defense (0.8%)
United Technologies Corp.		457	$	35,806

Beverages (3.3%)
Coca-Cola Co. (The)		1,542		104,131
Diageo PLC, ADR		546		48,370
				152,501

Capital Markets (1.9%)
Ameriprise Financial, Inc.		1,631		87,340

Chemicals (3.2%)
Air Products & Chemicals, Inc.		524		46,128
Praxair, Inc.		954		101,315
				147,443

Commercial Banks (6.8%)
PNC Financial Services Group, Inc.		2,125		125,205
U.S. Bancorp		3,506		98,939
Wells Fargo & Co.		3,085		90,113
				314,257

Communications Equipment (2.5%)
Qualcomm, Inc.		1,942		114,228

Computers & Peripherals * (4.9%)
Apple, Inc.		366		167,072
EMC Corp.		2,257		58,140
				225,212

Diversified Financial Services (2.4%)
JP Morgan Chase & Co.		2,931		109,326

Diversified Telecommunication Services (1.6%)
Verizon Communications, Inc.		1,912		72,006

Electrical Equipment (1.6%)
Roper Industries, Inc.		778		72,657

Energy Equipment & Services (2.4%)
National Oilwell Varco, Inc.		840		62,143
Schlumberger, Ltd.		674		50,665
				112,808

Food & Staples Retailing (4.0%)
Costco Wholesale Corp.		508		41,793
CVS Caremark Corp.		3,418		142,702
				184,495

Food Products (3.6%)
HJ Heinz Co.		1,090		56,517
JM Smucker Co. (The)		584		46,008
Mead Johnson Nutrition Co.		861		63,791
				166,316

Gas Utilities (2.4%)
Oneok, Inc.		1,337		111,185

Health Care Equipment & Supplies (2.3%)
Baxter International, Inc.		913		50,653
Stryker Corp.		987		54,710
				105,363

Continued

Dividend Growth

Schedule of Investments, continued
January 31, 2012 (Unaudited)


	Shares		Value
Common Stocks, continued
Health Care Providers & Services (3.0%)
AmerisourceBergen Corp.		924	$	36,008
UnitedHealth Group, Inc.		2,031		105,186
				141,194

Hotels, Restaurants & Leisure (2.7%)
McDonald’s Corp.		1,284		127,180

Household Products (2.2%)
Procter & Gamble Co. (The)		1,647		103,827

Industrial Conglomerates (2.7%)
General Electric Co.		6,563		122,794

Insurance (1.0%)
Travelers Cos., Inc. (The)		807		47,048

IT Services (6.1%)
Accenture PLC, Class A		884		50,688
Automatic Data Processing, Inc.		2,006		109,889
International Business Machines Corp.		620		119,412
				279,989

Machinery (5.8%)
Cummins, Inc.		806		83,824
Deere & Co.		439		37,820
Eaton Corp.		1,741		85,361
Parker Hannifin Corp.		756		60,994
				267,999

Multi-Utilities (2.3%)
Wisconsin Energy Corp.		3,087		104,958

Multiline Retail (2.9%)
Macy’s, Inc.		3,988		134,356

Oil, Gas & Consumable Fuels (9.0%)
Chevron Corp.		1,159		119,470
Enbridge, Inc.		1,937		72,754
Exxon Mobil Corp.		1,329		111,290
Occidental Petroleum Corp.		1,140		113,738
				417,252

Pharmaceuticals (5.7%)
Bristol-Myers Squibb Co.		3,561		114,807
Pfizer, Inc.		5,429		116,180
Watson Pharmaceuticals, Inc. *		516		30,253
				261,240

Road & Rail (1.0%)
Union Pacific Corp.		417		47,667

Semiconductors & Semiconductor Equipment (2.1%)
Intel Corp.		3,678		97,173

Software (1.1%)
Microsoft Corp.		1,657		48,931

Specialty Retail (3.4%)
Home Depot, Inc.		1,066		47,320
Tiffany & Co.		770		49,126
TJX Cos., Inc.		916		62,416
				158,862

Textiles, Apparel & Luxury Goods (3.5%)
Nike, Inc., Class B		1,080		112,309
VF Corp.		361		47,468
				159,777

Trading Companies & Distributors (1.1%)
WW Grainger, Inc.		262		49,974

Total Common Stocks				4,581,164

Investments in Affiliates (0.6%)
Fifth Third Institutional Money Market Fund ^(a)		29,393		29,393

Total Investments in Affiliates				29,393

Total Investments (Cost $3,519,605) – 99.9%				4,610,557

Other assets in excess of liabilities – 0.1%				5,595

NET ASSETS – 100.0%			$	4,616,152

Notes to Schedule of Investments


*	Non-income producing security.

(a)	Investment is in Institutional Shares of underlying fund.

The following abbreviation is used in the Schedule of Investments:
ADR – American Depositary Receipt

See notes to schedules of investments
and notes to financial statements.

Micro Cap Value

Schedule of Investments
January 31, 2012 (Unaudited)


	Shares		Value
Common Stocks (91.4%)
Aerospace & Defense (1.2%)
Ducommun, Inc.		41,500	$	599,675

Auto Components (0.7%)
Motorcar Parts of America, Inc. *		54,122		347,463

Capital Markets (5.4%)
Edelman Financial Group, Inc.		67,970		485,306
Gladstone Capital Corp.		38,963		348,719
JMP Group, Inc.		50,400		371,952
MVC Capital, Inc.		37,262		467,265
NGP Capital Resources Co.		62,942		489,689
Piper Jaffray Cos. *		7,000		155,750
SWS Group, Inc.		54,021		397,054
				2,715,735

Commercial Banks (8.6%)
BBCN Bancorp, Inc. *		25,972		262,837
Center Bancorp, Inc.		43,213		412,684
Independent Bank Corp.		19,827		550,001
MainSource Financial Group, Inc.		53,558		502,910
Northrim BanCorp, Inc.		22,936		460,784
Renasant Corp.		39,082		616,714
Simmons First National Corp., Class A		13,618		375,176
Sterling Bancorp		65,299		623,605
Washington Trust Bancorp, Inc.		21,983		542,760
				4,347,471

Commercial Services & Supplies (3.0%)
Ceco Environmental Corp.		61,400		394,188
Consolidated Graphics, Inc. *		10,300		523,137
Schawk, Inc.		45,409		610,297
				1,527,622

Communications Equipment * (1.4%)
EXFO, Inc.		43,100		272,392
Westell Technologies, Inc., Class A		203,900		448,580
				720,972

Construction & Engineering * (2.0%)
Orion Marine Group, Inc.		51,400		372,136
Pike Electric Corp.		82,796		659,056
				1,031,192

Distributors (0.9%)
VOXX International Corp. *		36,210		460,591

Diversified Consumer Services (0.6%)
Carriage Services, Inc.		54,860		314,348

Diversified Telecommunication Services * (2.1%)
Neutral Tandem, Inc.		45,600		560,424
Premiere Global Services, Inc.		55,154		485,355
				1,045,779

Electric Utilities (0.8%)
Central Vermont Public Service Corp.		11,300		397,421

Electrical Equipment (1.4%)
PowerSecure International, Inc. *		112,000		708,960

Electronic Equipment, Instruments & Components (0.8%)
CTS Corp.		37,933		381,606

Energy Equipment & Services * (2.2%)
Mitcham Industries, Inc.		18,377		403,559
North American Energy Partners, Inc.		110,206		700,910
				1,104,469

Food & Staples Retailing (3.3%)
Nash Finch Co.		20,034		585,193
Spartan Stores, Inc.		34,400		644,656
Susser Holdings Corp. *		18,221		434,571
				1,664,420

Food Products * (1.8%)
Inventure Foods, Inc.		117,518		468,897
Overhill Farms, Inc.		107,240		437,539
				906,436

Gas Utilities (1.3%)
Chesapeake Utilities Corp.		15,401		662,551

Health Care Equipment & Supplies (3.9%)
Greatbatch, Inc. *		15,656		366,663
Kensey Nash Corp.		22,890		531,277
Medical Action Industries, Inc. *		95,429		505,774
Symmetry Medical, Inc. *		75,300		565,503
				1,969,217

Health Care Providers & Services * (2.5%)
BioScrip, Inc.		127,900		691,939
Cross Country Healthcare, Inc.		92,797		572,558
				1,264,497

Health Care Technology (1.2%)
Omnicell, Inc. *		39,155		606,119

Hotels, Restaurants & Leisure (1.4%)
Benihana, Inc.		27,140		296,640
Frisch’s Restaurants, Inc.		20,591		432,411
				729,051

Household Durables (1.0%)
Hooker Furniture Corp.		40,200		484,410

Insurance (5.1%)
American Equity Investment Life Holding Co.		50,839		586,174
AMERISAFE, Inc. *		16,680		409,994
EMC Insurance Group, Inc.		24,200		546,194
Meadowbrook Insurance Group, Inc.		53,383		532,229
SeaBright Holdings, Inc.		64,208		514,948
				2,589,539

Internet Software & Services * (1.9%)
Infospace, Inc.		41,676		513,031
Perficient, Inc.		42,360		471,467
				984,498

Continued

Micro Cap Value

Schedule of Investments, continued
January 31, 2012 (Unaudited)


	Shares		Value
Common Stocks, continued
IT Services * (1.7%)
Ciber, Inc.		77,872	$	338,743
Global Cash Access Holdings, Inc.		100,400		532,120
				870,863

Machinery (1.3%)
Greenbrier Cos., Inc. *		29,518		656,776

Metals & Mining * (1.9%)
Great Panther Silver, Ltd.		174,900		468,732
Horsehead Holding Corp.		44,200		480,896
				949,628

Multiline Retail (0.8%)
Fred’s, Inc., Class A		29,294		432,087

Oil, Gas & Consumable Fuels (0.7%)
Petroquest Energy, Inc. *		59,400		381,348

Paper & Forest Products (1.2%)
PH Glatfelter Co.		42,892		633,944

Personal Products (1.5%)
Prestige Brands Holdings, Inc. *		57,399		737,003

Professional Services (3.7%)
Barrett Business Services, Inc.		15,905		306,171
CBIZ, Inc. *		64,051		401,600
Dolan Co. (The) *		57,453		541,782
Navigant Consulting, Inc. *		49,300		631,533
				1,881,086

Real Estate Investment Trusts (3.7%)
Gladstone Commercial Corp.		28,700		520,044
MHI Hospitality Corp.		95,782		227,003
Monmouth Real Estate Investment Corp., Class A		68,906		641,515
UMH Properties, Inc.		49,500		510,345
				1,898,907

Road & Rail (6.4%)
Celadon Group, Inc.		50,220		750,789
Marten Transport, Ltd.		25,220		551,057
Saia, Inc. *		35,593		536,031
USA Truck, Inc. *		68,027		641,495
Vitran Corp., Inc. *		106,350		749,767
				3,229,139

Semiconductors & Semiconductor Equipment (2.1%)
Cohu, Inc.		16,100		211,393
IXYS Corp. *		13,949		191,380
Pericom Semiconductor Corp. *		30,112		240,896
Photronics, Inc. *		27,605		189,371
Rudolph Technologies, Inc. *		22,044		225,510
				1,058,550

Software (0.5%)
Versant Corp. *		27,244		271,350

Specialty Retail (3.6%)
Cache, Inc. *		69,433		452,009
Casual Male Retail Group, Inc. *		53,810		170,039
OfficeMax, Inc. *		84,600		467,838
Stage Stores, Inc.		28,600		439,868
Stein Mart, Inc. *		41,843		303,362
				1,833,116

Thrifts & Mortgage Finance (6.4%)
Berkshire Hills Bancorp, Inc.		28,995		655,867
BofI Holding, Inc. *		41,750		697,643
Dime Community Bancshares, Inc.		51,100		704,158
ViewPoint Financial Group		48,491		658,993
WSFS Financial Corp.		13,162		512,133
				3,228,794

Trading Companies & Distributors (0.9%)
Aceto Corp.		60,098		441,119

Wireless Telecommunication Services (0.5%)
USA Mobility, Inc.		18,205		257,601

Total Common Stocks				46,325,353

Investments in Affiliates (8.4%)
Fifth Third Institutional Money Market Fund ^(a)		4,242,049		4,242,049

Total Investments in Affiliates				4,242,049

Total Investments (Cost $44,086,514) – 99.8%				50,567,402

Other assets in excess of liabilities – 0.2%				121,617

NET ASSETS – 100.0%			$	50,689,019

Notes to Schedule of Investments


*	Non-income producing security.

(a)	Investment is in Institutional Shares of underlying fund.

See notes to schedules of investments
and notes to financial statements.

Small Cap Value

Schedule of Investments
January 31, 2012 (Unaudited)


	Shares		Value
Common Stocks (92.8%)
Aerospace & Defense (3.3%)
AAR Corp.		40,824	$	865,061
Spirit Aerosystems Holdings, Inc., Class A *		49,600		1,127,904
				1,992,965

Capital Markets (1.7%)
Piper Jaffray Cos. *		28,300		629,675
SWS Group, Inc.		58,349		428,865
				1,058,540

Commercial Banks (9.2%)
FNB Corp.		79,401		930,580
Glacier Bancorp, Inc.		42,387		592,146
Independent Bank Corp.		29,500		818,330
Old National Bancorp		93,658		1,102,355
Renasant Corp.		49,852		786,664
UMB Financial Corp.		18,938		730,628
United Bankshares, Inc.		24,159		674,278
				5,634,981

Commercial Services & Supplies (4.7%)
Consolidated Graphics, Inc. *		18,830		956,376
KAR Auction Services, Inc. *		63,900		941,886
Schawk, Inc.		73,900		993,216
				2,891,478

Communications Equipment (0.8%)
Comtech Telecommunications Corp.		16,517		509,715

Construction & Engineering (1.4%)
Pike Electric Corp. *		106,485		847,621

Consumer Finance (1.1%)
Cash America International, Inc.		15,377		674,435

Diversified Telecommunication Services * (2.0%)
Neutral Tandem, Inc.		53,546		658,080
Premiere Global Services, Inc.		61,700		542,960
				1,201,040

Electric Utilities (1.6%)
Unitil Corp.		34,523		953,871

Energy Equipment & Services * (3.3%)
Helix Energy Solutions Group, Inc.		26,971		443,673
North American Energy Partners, Inc.		158,517		1,008,168
Parker Drilling Co.		90,733		589,765
				2,041,606

Food & Staples Retailing (3.1%)
Nash Finch Co.		30,400		887,984
Spartan Stores, Inc.		53,800		1,008,212
				1,896,196

Food Products (1.6%)
Fresh Del Monte Produce, Inc.		39,828		974,989

Health Care Equipment & Supplies * (3.7%)
Greatbatch, Inc.		25,700		601,894
Sirona Dental Systems, Inc.		15,900		768,765
Symmetry Medical, Inc.		119,100		894,441
				2,265,100

Health Care Providers & Services (1.6%)
BioScrip, Inc. *		178,400		965,144

Health Care Technology (1.5%)
Omnicell, Inc. *		57,700		893,196

Insurance (7.0%)
American Equity Investment Life Holding Co.		85,500		985,815
Aspen Insurance Holdings, Ltd.		32,400		860,544
Endurance Specialty Holdings, Ltd.		24,401		912,597
Kemper Corp.		24,000		714,480
Protective Life Corp.		32,100		802,821
				4,276,257

Internet Software & Services (1.4%)
Infospace, Inc. *		72,000		886,320

Machinery (1.7%)
Greenbrier Cos., Inc. *		47,900		1,065,775

Media (1.2%)
Gannett Co., Inc.		52,400		742,508

Metals & Mining * (3.6%)
AuRico Gold, Inc.		121,229		1,145,614
Coeur d’Alene Mines Corp.		39,251		1,085,683
				2,231,297

Multi-Utilities (1.8%)
Black Hills Corp.		32,528		1,098,145

Multiline Retail (1.4%)
Fred’s, Inc., Class A		59,591		878,967

Oil, Gas & Consumable Fuels (1.7%)
Petroquest Energy, Inc. *		72,400		464,808
W&T Offshore, Inc.		26,000		561,860
				1,026,668

Paper & Forest Products (1.3%)
PH Glatfelter Co.		55,013		813,092

Personal Products (2.0%)
Prestige Brands Holdings, Inc. *		96,100		1,233,924

Professional Services * (2.7%)
CBIZ, Inc.		76,000		476,520
Navigant Consulting, Inc.		90,966		1,165,274
				1,641,794

Real Estate Investment Trusts (8.4%)
Brandywine Realty Trust		64,347		684,652
CubeSmart		87,438		995,044
Entertainment Properties Trust		19,364		861,117
First Potomac Realty Trust		47,865		712,231
LaSalle Hotel Properties		33,589		908,583
Lexington Realty Trust		116,400		1,001,040
				5,162,667

Continued

Small Cap Value

Schedule of Investments, continued
January 31, 2012 (Unaudited)


	Shares		Value
Common Stocks, continued
Road & Rail (3.1%)
Marten Transport, Ltd.		42,900	$	937,365
Werner Enterprises, Inc.		36,844		962,734
				1,900,099

Semiconductors & Semiconductor Equipment * (3.2%)
Entegris, Inc.		88,240		845,339
FEI Co.		11,813		520,481
Photronics, Inc.		83,000		569,380
				1,935,200

Specialty Retail (5.8%)
Foot Locker, Inc.		27,100		711,104
OfficeMax, Inc. *		172,600		954,478
Rent-A-Center, Inc.		31,154		1,053,628
Stage Stores, Inc.		54,500		838,210
				3,557,420

Thrifts & Mortgage Finance (4.5%)
Berkshire Hills Bancorp, Inc.		35,700		807,534
Dime Community Bancshares, Inc.		68,900		949,442
ViewPoint Financial Group		74,430		1,011,504
				2,768,480

Water Utilities (1.4%)
California Water Service Group		45,540		840,213

Total Common Stocks				56,859,703

Investments in Affiliates (5.7%)
Fifth Third Institutional Money Market Fund ^(a)		3,467,100		3,467,100

Total Investments in Affiliates				3,467,100

Total Investments (Cost $54,136,813) – 98.5%				60,326,803

Other assets in excess of liabilities – 1.5%				915,980

NET ASSETS – 100.0%			$	61,242,783

Notes to Schedule of Investments


*	Non-income producing security.

(a)	Investment is in Institutional Shares of underlying fund.

At January 31, 2012, Small Cap Value’s investments were in the following countries:


Country
Bermuda	2.9	%
Canada	3.6	%
United States	93.5	%
Total	100.0	%

See notes to schedules of investments
and notes to financial statements.

All Cap Value

Schedule of Investments
January 31, 2012 (Unaudited)


	Shares		Value
Common Stocks (99.6%)
Aerospace & Defense (3.8%)
AAR Corp.		57,766	$	1,224,062
General Dynamics Corp.		15,452		1,068,660
Spirit Aerosystems Holdings, Inc., Class A *		53,739		1,222,025
				3,514,747

Biotechnology (4.5%)
Amgen, Inc.		42,566		2,890,657
Gilead Sciences, Inc. *		26,664		1,302,270
				4,192,927

Capital Markets (5.8%)
Ameriprise Financial, Inc.		35,220		1,886,031
Goldman Sachs Group, Inc. (The)		15,044		1,676,955
Invesco, Ltd.		66,374		1,498,061
Piper Jaffray Cos. *		12,922		287,514
				5,348,561

Chemicals (2.0%)
Dow Chemical Co. (The)		55,426		1,857,325

Commercial Banks (7.6%)
BB&T Corp.		44,526		1,210,662
KeyCorp		216,466		1,681,933
Old National Bancorp		84,455		994,035
Regions Financial Corp.		211,956		1,106,410
UMB Financial Corp.		9,042		348,841
Wells Fargo & Co.		59,529		1,738,842
				7,080,723

Communications Equipment (0.5%)
Cisco Systems, Inc.		24,665		484,174

Diversified Financial Services (6.3%)
Citigroup, Inc.		84,905		2,608,282
JP Morgan Chase & Co.		63,673		2,375,003
NYSE Euronext		32,145		853,771
				5,837,056

Diversified Telecommunication Services (5.5%)
AT&T, Inc.		28,378		834,597
CenturyLink, Inc.		48,287		1,788,068
Neutral Tandem, Inc. *		43,522		534,885
Verizon Communications, Inc.		51,774		1,949,809
				5,107,359

Electric Utilities (3.8%)
Edison International		20,891		857,367
Exelon Corp.		23,639		940,359
NextEra Energy, Inc.		15,436		923,845
Pepco Holdings, Inc.		40,082		788,012
				3,509,583

Electronic Equipment, Instruments & Components (2.3%)
Avnet, Inc. *		17,597		613,608
Corning, Inc.		116,798		1,503,190
				2,116,798

Continued

All Cap Value

Schedule of Investments, continued
January 31, 2012 (Unaudited)


	Shares		Value
Common Stocks, continued
Energy Equipment & Services (4.4%)
Ensco PLC, ADR		27,273	$	1,435,651
Helix Energy Solutions Group, Inc. *		13,078		215,133
Nabors Industries, Ltd. *		29,354		546,571
Noble Corp. *		31,284		1,089,935
North American Energy Partners, Inc. *		124,632		792,659
				4,079,949

Food & Staples Retailing (0.4%)
Spartan Stores, Inc.		18,436		345,491

Food Products (2.5%)
Archer-Daniels-Midland Co.		46,278		1,324,939
Kraft Foods, Inc., Class A		24,688		945,551
				2,270,490

Health Care Equipment & Supplies * (1.9%)
Hologic, Inc.		66,720		1,360,421
Symmetry Medical, Inc.		47,392		355,914
				1,716,335

Health Care Providers & Services (2.9%)
UnitedHealth Group, Inc.		51,575		2,671,069

Industrial Conglomerates (3.7%)
General Electric Co.		182,252		3,409,935

Insurance (8.6%)
Aflac, Inc.		30,864		1,488,571
Allstate Corp. (The)		33,116		955,396
American Equity Investment Life Holding Co.		39,098		450,800
AON Corp.		13,921		674,194
Aspen Insurance Holdings, Ltd.		8,335		221,378
Meadowbrook Insurance Group, Inc.		79,475		792,366
Progressive Corp. (The)		61,691		1,251,093
Prudential Financial, Inc.		24,813		1,420,296
Reinsurance Group of America, Inc.		13,988		762,206
				8,016,300

Leisure Equipment & Products (0.8%)
Mattel, Inc.		23,125		716,875

Machinery (0.5%)
Eaton Corp.		5,124		251,230
Greenbrier Cos., Inc. *		10,440		232,290
				483,520

Media (5.9%)
DISH Network Corp., Class A		23,762		663,435
Gannett Co., Inc.		89,620		1,269,915
Time Warner, Inc.		48,191		1,785,959
Viacom, Inc., Class B		38,070		1,790,813
				5,510,122

Metals & Mining (1.6%)
Alcoa, Inc.		69,702		708,172
Coeur d’Alene Mines Corp. *		27,774		768,229
				1,476,401

Multi-Utilities (0.7%)
PG&E Corp.		16,818		683,820

Office Electronics (1.4%)
Xerox Corp.		161,814		1,254,058

Oil, Gas & Consumable Fuels (6.9%)
BP PLC, ADR		45,290		2,079,264
Chevron Corp.		21,023		2,167,051
Petroquest Energy, Inc. *		74,029		475,266
Royal Dutch Shell PLC, ADR		17,242		1,264,528
Tsakos Energy Navigation, Ltd.		65,900		440,212
				6,426,321

Personal Products (0.3%)
Prestige Brands Holdings, Inc. *		22,546		289,491

Pharmaceuticals (5.9%)
Johnson & Johnson		16,324		1,075,915
Merck & Co., Inc.		64,179		2,455,488
Sanofi, ADR		13,124		487,294
Teva Pharmaceutical Industries, Ltd., ADR		32,406		1,462,483
				5,481,180

Professional Services * (1.5%)
CBIZ, Inc.		104,871		657,541
Navigant Consulting, Inc.		54,679		700,438
				1,357,979

Road & Rail (0.4%)
Marten Transport, Ltd.		17,298		377,961

Semiconductors & Semiconductor Equipment (3.0%)
Intel Corp.		86,007		2,272,305
Photronics, Inc. *		71,733		492,088
				2,764,393

Software (2.2%)
Microsoft Corp.		68,938		2,035,739

Specialty Retail (1.0%)
Foot Locker, Inc.		19,908		522,386
OfficeMax, Inc. *		78,222		432,568
				954,954

Tobacco (1.0%)
Altria Group, Inc.		32,623		926,493

Total Common Stocks				92,298,129

Investments in Affiliates (0.4%)
Fifth Third Institutional Money Market Fund ^(a)		349,403		349,403

Total Investments in Affiliates				349,403

Total Investments (Cost $81,069,326) – 100.0%				92,647,532

Other assets in excess of liabilities – 0.0%				38,770

NET ASSETS – 100.0%			$	92,686,302

Continued

All Cap Value

Schedule of Investments, continued
January 31, 2012 (Unaudited)

Notes to Schedule of Investments


*	Non-income producing security.

(a)	Investment is in Institutional Shares of underlying fund.

The following abbreviation is used in the Schedule of Investments:
ADR – American Depositary Receipt

At January 31, 2012, All Cap Value’s investments were in the following countries:


Country
Bermuda	0.8	%
Canada	0.8	%
France	0.5	%
Great Britain	3.8	%
Greece	0.5	%
Israel	1.6	%
Netherlands	1.4	%
Switzerland	1.2	%
United States	89.4	%
Total	100.0	%

See notes to schedules of investments
and notes to financial statements.

Disciplined Large Cap Value

Schedule of Investments
January 31, 2012 (Unaudited)


	Shares		Value
Common Stocks (98.6%)
Aerospace & Defense (2.8%)
General Dynamics Corp.		72,177	$	4,991,761

Biotechnology (5.1%)
Amgen, Inc.		80,416		5,461,051
Gilead Sciences, Inc. *		77,399		3,780,167
				9,241,218

Capital Markets (4.8%)
Ameriprise Financial, Inc.		43,167		2,311,593
Goldman Sachs Group, Inc. (The)		25,993		2,897,440
Invesco, Ltd.		154,681		3,491,150
				8,700,183

Chemicals (2.0%)
Dow Chemical Co. (The)		108,381		3,631,847

Commercial Banks (6.7%)
BB&T Corp.		125,555		3,413,840
KeyCorp		581,824		4,520,773
Regions Financial Corp.		804,157		4,197,700
				12,132,313

Communications Equipment (3.7%)
Cisco Systems, Inc.		340,113		6,676,418

Computers & Peripherals (1.6%)
Dell, Inc. *		169,302		2,917,074

Consumer Finance (1.7%)
Discover Financial Services		108,961		2,961,560

Diversified Financial Services (3.4%)
Citigroup, Inc.		199,124		6,117,089

Diversified Telecommunication Services (4.8%)
AT&T, Inc.		173,015		5,088,371
CenturyLink, Inc.		97,125		3,596,539
				8,684,910

Electric Utilities (4.1%)
Exelon Corp.		84,825		3,374,338
NextEra Energy, Inc.		67,535		4,041,970
				7,416,308

Electronic Equipment, Instruments & Components (1.1%)
Corning, Inc.		156,190		2,010,165

Energy Equipment & Services (2.8%)
Ensco PLC, ADR		40,150		2,113,496
Noble Corp. *		82,969		2,890,640
				5,004,136

Food Products (1.3%)
Archer-Daniels-Midland Co.		78,443		2,245,823

Health Care Providers & Services (6.2%)
CIGNA Corp.		73,453		3,292,898
UnitedHealth Group, Inc.		151,084		7,824,640
				11,117,538

Continued

Disciplined Large Cap Value

Schedule of Investments, continued
January 31, 2012 (Unaudited)


	Shares		Value
Common Stocks, continued
Industrial Conglomerates (3.8%)
General Electric Co.		369,471	$	6,912,803

Insurance (9.1%)
Aflac, Inc.		40,034		1,930,840
AON Corp.		54,771		2,652,559
Principal Financial Group, Inc.		137,855		3,764,820
Progressive Corp. (The)		120,217		2,438,001
Prudential Financial, Inc.		35,508		2,032,478
Reinsurance Group of America, Inc.		12,068		657,585
Unum Group		129,965		2,967,101
				16,443,384

Leisure Equipment & Products (1.5%)
Mattel, Inc.		89,467		2,773,477

Machinery (2.1%)
Eaton Corp.		77,979		3,823,310

Media (5.5%)
DISH Network Corp., Class A		97,822		2,731,190
Time Warner, Inc.		102,811		3,810,176
Viacom, Inc., Class B		72,989		3,433,403
				9,974,769

Metals & Mining (0.7%)
Alcoa, Inc.		121,146		1,230,843

Office Electronics (1.2%)
Xerox Corp.		266,544		2,065,716

Oil, Gas & Consumable Fuels (9.8%)
Apache Corp.		27,966		2,765,278
BP PLC, ADR		116,272		5,338,047
Chevron Corp.		60,573		6,243,865
Royal Dutch Shell PLC, ADR		44,211		3,242,435
				17,589,625

Pharmaceuticals (7.3%)
Merck & Co., Inc.		189,841		7,263,317
Sanofi, ADR		79,603		2,955,660
Teva Pharmaceutical Industries, Ltd., ADR		63,126		2,848,876
				13,067,853

Semiconductors & Semiconductor Equipment (3.9%)
Intel Corp.		262,830		6,943,969

Tobacco (1.6%)
Altria Group, Inc.		103,508		2,939,627

Total Common Stocks				177,613,719

Investments in Affiliates (1.4%)
Fifth Third Institutional Money Market Fund ^(a)		2,490,860		2,490,860

Total Investments in Affiliates				2,490,860

Total Investments (Cost $152,763,399) – 100.0%				180,104,579

Other assets in excess of liabilities – 0.0%				60,848

NET ASSETS – 100.0%			$	180,165,427

Notes to Schedule of Investments


*	Non-income producing security.

(a)	Investment is in Institutional Shares of underlying fund.

The following abbreviation is used in the Schedule of Investments:
ADR – American Depositary Receipt

At January 31, 2012, Disciplined Large Cap Value’s investments were in the following countries:


Country
France	1.7	%
Great Britain	4.1	%
Israel	1.6	%
Netherlands	1.8	%
Switzerland	1.6	%
United States	89.2	%
Total	100.0	%

See notes to schedules of investments
and notes to financial statements.

Structured Large Cap Plus

Schedule of Investments
January 31, 2012 (Unaudited)


	Shares		Value
Common Stocks (108.8%)
Aerospace & Defense (3.1%)
BE Aerospace, Inc. * ^(b)		5,155	$	217,541
Boeing Co. (The) ^(b)		2,658		197,171
Honeywell International, Inc.		11,452		664,674
Raytheon Co. ^(b)		3,695		177,323
TransDigm Group, Inc. * ^(b)		2,574		269,060
United Technologies Corp. ^(b)		10,271		804,733
				2,330,502

Air Freight & Logistics (0.1%)
United Parcel Service, Inc., Class B		931		70,430

Airlines (1.1%)
Alaska Air Group, Inc. *		5,044		384,000
Southwest Airlines Co. ^(b)		45,552		436,388
				820,388

Beverages (2.0%)
Coca-Cola Co. (The) ^(b)		11,895		803,269
Dr. Pepper Snapple Group, Inc. ^(b)		10,655		413,627
PepsiCo, Inc.		4,340		285,008
				1,501,904

Biotechnology ^(b)(1.9%)
Amgen, Inc.		11,722		796,041
Gilead Sciences, Inc. *		13,565		662,515
				1,458,556

Building Products (0.5%)
Owens Corning *		10,479		353,666

Capital Markets (2.5%)
Ameriprise Financial, Inc. ^(b)		9,110		487,840
Bank of New York Mellon Corp. (The)		21,799		438,814
Franklin Resources, Inc.		764		81,060
Goldman Sachs Group, Inc. (The)		3,268		364,284
Legg Mason, Inc. ^(b)		13,474		343,183
Morgan Stanley		9,292		173,296
				1,888,477

Chemicals (3.0%)
CF Industries Holdings, Inc. ^(b)		2,956		524,335
Eastman Chemical Co. ^(b)		10,506		528,662
Minerals Technologies, Inc. ^(b)		4,900		310,905
Mosaic Co. (The)		5,076		284,104
PPG Industries, Inc. ^(b)		5,195		465,368
Westlake Chemical Corp.		1,923		112,399
				2,225,773

Commercial Banks (2.9%)
KeyCorp		29,856		231,981
PNC Financial Services Group, Inc. ^(b)		9,791		576,886
Wells Fargo & Co.		46,456		1,356,980
				2,165,847

Commercial Services & Supplies (1.0%)
Cintas Corp.		5,843		216,483
Corrections Corp. of America *		9,807		230,759
RR Donnelley & Sons Co. ^(b)		24,929		283,193
				730,435
Communications Equipment (1.2%)
Cisco Systems, Inc. ^(b)		15,349		301,301
Harris Corp. ^(b)		8,898		364,818
Qualcomm, Inc.		4,159		244,632
				910,751

Computers & Peripherals ^(b)(5.5%)
Apple, Inc. *		5,325		2,430,756
Dell, Inc. *		32,212		555,013
Hewlett-Packard Co.		25,732		719,981
Western Digital Corp. *		12,659		460,155
				4,165,905

Construction & Engineering (0.5%)
URS Corp. *		9,798		403,188

Consumer Finance ^(b)(1.3%)
Capital One Financial Corp.		10,536		482,022
Discover Financial Services		17,366		472,008
				954,030

Distributors (0.2%)
Genuine Parts Co. ^(b)		2,044		130,366

Diversified Consumer Services (0.5%)
ITT Educational Services, Inc. *		5,365		353,393

Diversified Financial Services (3.2%)
Bank of America Corp.		1,518		10,824
Citigroup, Inc. ^(b)		22,760		699,187
JP Morgan Chase & Co. ^(b)		34,247		1,277,413
Leucadia National Corp.		1,292		35,866
NASDAQ OMX Group, Inc. (The) * ^(b)		14,559		360,772
				2,384,062

Diversified Telecommunication Services ^(b)(3.2%)
AT&T, Inc.		47,046		1,383,623
Verizon Communications, Inc.		27,553		1,037,646
				2,421,269

Electric Utilities (2.0%)
American Electric Power Co., Inc.		2,944		116,465
Duke Energy Corp. ^(b)		25,655		546,708
Edison International		1,491		61,191
Entergy Corp.		6,293		436,608
Portland General Electric Co. ^(b)		14,375		358,512
				1,519,484

Electronic Equipment, Instruments & Components (1.6%)
Jabil Circuit, Inc. ^(b)		18,115		410,486
Tech Data Corp. *		6,260		325,019
Vishay Intertechnology, Inc. * ^(b)		37,155		456,264
				1,191,769

Energy Equipment & Services (1.8%)
Baker Hughes, Inc. ^(b)		8,457		415,492
Nabors Industries, Ltd. *		21,368		397,872
National Oilwell Varco, Inc.		3,564		263,665
Schlumberger, Ltd.		3,800		285,646
				1,362,675

Continued

Structured Large Cap Plus

Schedule of Investments, continued
January 31, 2012 (Unaudited)


	Shares		Value
Common Stocks, continued
Food & Staples Retailing (1.4%)
CVS Caremark Corp. ^(b)		14,350	$	599,113
Wal-Mart Stores, Inc.		5,925		363,558
Walgreen Co. ^(b)		1,754		58,513
Whole Foods Market, Inc.		679		50,266
				1,071,450

Food Products (1.2%)
Campbell Soup Co.		5,337		169,183
ConAgra Foods, Inc. ^(b)		9,274		247,337
HJ Heinz Co. ^(b)		8,188		424,548
Kraft Foods, Inc., Class A		1,506		57,680
				898,748

Health Care Equipment & Supplies (1.1%)
Baxter International, Inc. ^(b)		4,179		231,851
Covidien PLC		10,984		565,676
				797,527

Health Care Providers & Services (3.5%)
AmerisourceBergen Corp.		11,478		447,298
Cardinal Health, Inc. ^(b)		10,035		431,806
Health Net, Inc. *		4,656		175,717
HealthSouth Corp. *		15,972		308,100
Humana, Inc. ^(b)		5,171		460,322
UnitedHealth Group, Inc.		14,163		733,502
WellPoint, Inc. ^(b)		772		49,655
				2,606,400

Hotels, Restaurants & Leisure (1.7%)
McDonald’s Corp. ^(b)		2,698		267,237
MGM Resorts International *		32,943		429,906
Starbucks Corp. ^(b)		2,987		143,167
Wyndham Worldwide Corp.		4,554		181,067
Wynn Resorts, Ltd.		2,041		235,184
				1,256,561

Household Durables (0.1%)
Stanley Black & Decker, Inc.		1,193		83,725

Household Products (3.1%)
Colgate-Palmolive Co.		5,768		523,273
Kimberly-Clark Corp.		4,787		342,558
Procter & Gamble Co. (The) ^(b)		22,729		1,432,836
				2,298,667

Independent Power Producers & Energy Traders (0.5%)
Constellation Energy Group, Inc.		1,296		47,213
NRG Energy, Inc. * ^(b)		20,009		337,752
				384,965

Industrial Conglomerates (2.9%)
3M Co. ^(b)		9,082		787,500
General Electric Co. ^(b)		44,399		830,705
Tyco International, Ltd.		10,513		535,638
				2,153,843

Insurance (5.2%)
ACE, Ltd.		6,446		448,642
Aflac, Inc. ^(b)		10,993		530,192
Assured Guaranty, Ltd.		14,734		228,524
Berkshire Hathaway, Inc., Class B *		6,539		512,462
Hartford Financial Services Group, Inc. ^(b)		10,320		180,806
Lincoln National Corp.		19,487		419,750
Prudential Financial, Inc. ^(b)		9,995		572,114
Reinsurance Group of America, Inc.		2,273		123,856
Travelers Cos., Inc. (The)		9,179		535,136
Unum Group ^(b)		16,463		375,850
				3,927,332

Internet & Catalog Retail (0.1%)
Amazon.com, Inc. *		446		86,720

Internet Software & Services (0.8%)
Google, Inc., Class A * ^(b)		982		569,668
VeriSign, Inc.		1,856		68,783
				638,451

IT Services (3.2%)
Automatic Data Processing, Inc. ^(b)		2,245		122,981
CoreLogic, Inc. *		6,232		88,494
International Business Machines Corp. ^(b)		9,354		1,801,581
SAIC, Inc. *		29,848		383,845
				2,396,901

Leisure Equipment & Products (0.5%)
Polaris Industries, Inc. ^(b)		5,740		369,656

Life Sciences Tools & Services (1.4%)
Life Technologies Corp. *		1,707		82,670
PerkinElmer, Inc.		19,419		465,668
Thermo Fisher Scientific, Inc. *		9,080		480,332
				1,028,670

Machinery (2.9%)
Caterpillar, Inc.		7,746		845,243
Eaton Corp. ^(b)		9,927		486,721
Navistar International Corp. *		9,164		396,710
Oshkosh Corp. *		17,055		414,095
				2,142,769

Media (3.7%)
CBS Corp., Class B ^(b)		18,175		517,624
Comcast Corp., Class A ^(b)		33,117		880,581
DIRECTV, Class A *		12,544		564,605
Gannett Co., Inc.		6,090		86,295
News Corp., Class A		34,548		650,539
Walt Disney Co. (The)		1,913		74,416
				2,774,060

Metals & Mining (1.8%)
Cliffs Natural Resources, Inc. ^(b)		5,944		429,454
Coeur d’Alene Mines Corp. *		6,844		189,305
Freeport-McMoRan Copper & Gold, Inc. ^(b)		14,845		685,988
Newmont Mining Corp.		828		50,905
				1,355,652

Continued

Structured Large Cap Plus

Schedule of Investments, continued
January 31, 2012 (Unaudited)


	Shares		Value
Common Stocks, continued
Multi-Utilities (0.6%)
Ameren Corp. ^(b)		12,900	$	408,156
PG&E Corp.		713		28,991
				437,147

Multiline Retail (1.6%)
Dillard’s, Inc., Class A ^(b)		7,262		321,343
Kohl’s Corp.		8,822		405,724
Macy’s, Inc. ^(b)		13,230		445,719
				1,172,786

Oil, Gas & Consumable Fuels (10.3%)
Anadarko Petroleum Corp. ^(b)		6,983		563,668
Apache Corp. ^(b)		6,103		603,465
Chevron Corp. ^(b)		13,727		1,414,979
ConocoPhillips ^(b)		13,518		922,063
Devon Energy Corp. ^(b)		1,769		112,880
Exxon Mobil Corp. ^(b)		25,978		2,175,398
Marathon Oil Corp. ^(b)		17,035		534,729
Murphy Oil Corp. ^(b)		7,684		457,966
Occidental Petroleum Corp.		1,438		143,469
Tesoro Corp. *		14,153		354,249
Valero Energy Corp. ^(b)		19,305		463,127
				7,745,993

Paper & Forest Products (0.5%)
Domtar Corp.		4,491		387,933

Pharmaceuticals (5.9%)
Abbott Laboratories		3,291		178,208
Eli Lilly & Co. ^(b)		15,820		628,687
Johnson & Johnson ^(b)		11,495		757,635
Merck & Co., Inc. ^(b)		29,452		1,126,833
Pfizer, Inc. ^(b)		66,907		1,431,810
Watson Pharmaceuticals, Inc. * ^(b)		4,949		290,160
				4,413,333

Real Estate Investment Trusts (1.7%)
American Tower Corp.		1,917		121,749
AvalonBay Communities, Inc.		2,037		277,052
Equity Residential		2,250		133,988
Kimco Realty Corp.		8,998		164,213
Public Storage		2,406		334,097
Simon Property Group, Inc.		1,630		221,452
Ventas, Inc.		934		54,462
				1,307,013

Semiconductors & Semiconductor Equipment (3.1%)
Applied Materials, Inc.		40,868		501,859
Intel Corp. ^(b)		47,203		1,247,103
Micron Technology, Inc. *		14,217		107,907
Teradyne, Inc. * ^(b)		27,741		453,566
				2,310,435

Software (4.6%)
Autodesk, Inc. *		4,523		162,828
CA, Inc. ^(b)		19,188		494,667
Citrix Systems, Inc. *		2,663		173,654
Microsoft Corp. ^(b)		60,625		1,790,256
Oracle Corp.		13,997		394,715
Symantec Corp. * ^(b)		24,908		428,169
				3,444,289

Specialty Retail (2.9%)
Best Buy Co., Inc.		14,533		348,065
GameStop Corp., Class A *		15,318		357,828
Gap, Inc. (The)		2,172		41,225
Home Depot, Inc.		18,120		804,347
Limited Brands, Inc. ^(b)		9,909		414,791
Lowe’s Cos., Inc.		6,868		184,268
				2,150,524

Textiles, Apparel & Luxury Goods (0.1%)
VF Corp.		877		115,317

Tobacco ^(b)(2.8%)
Altria Group, Inc.		25,746		731,186
Lorillard, Inc.		1,655		177,731
Philip Morris International, Inc.		15,720		1,175,384
				2,084,301

Wireless Telecommunication Services (0.5%)
Crown Castle International Corp. *		8,238		399,378

Total Common Stocks				81,583,416

Investments in Affiliates (5.2%)
Fifth Third Institutional Money Market Fund ^(a)		3,877,003		3,877,003

Total Investments in Affiliates				3,877,003

Total Investments (Cost $69,503,834) – 114.0%				85,460,419

Securities Sold Short (Proceeds $11,533,918) – (14.5%)				(10,837,676	)

Other assets in excess of liabilities – 0.5%				371,182

NET ASSETS – 100.0%			$	74,993,925

See notes to schedules of investments
and notes to financial statements.

Structured Large Cap Plus

Schedule of Securities Sold Short
January 31, 2012 (Unaudited)


	Shares			Value
Common Stocks (14.5%)
Beverages (0.1%)
Molson Coors Brewing Co., Class B		(1,699	)	$	(72,870	)

Biotechnology * (1.3%)
Dendreon Corp.		(11,926	)		(161,955	)
Human Genome Sciences, Inc.		(24,136	)		(237,498	)
Incyte Corp., Ltd.		(14,721	)		(260,562	)
Onyx Pharmaceuticals, Inc.		(8,148	)		(333,579	)
					(993,594	)

Capital Markets (0.4%)
Greenhill & Co., Inc.		(2,834	)		(131,951	)
Janus Capital Group, Inc.		(8,423	)		(66,289	)
T Rowe Price Group, Inc.		(1,622	)		(93,817	)
					(292,057	)

Commercial Services & Supplies (0.0%)
Stericycle, Inc. *		(257	)		(21,593	)

Construction & Engineering (0.6%)
Shaw Group, Inc. (The) *		(15,051	)		(408,484	)

Construction Materials (0.6%)
Eagle Materials, Inc.		(14,808	)		(435,503	)

Diversified Financial Services (0.1%)
MSCI, Inc., Class A *		(2,954	)		(96,241	)

Electrical Equipment (0.3%)
GrafTech International, Ltd. *		(15,205	)		(249,666	)

Food Products (0.3%)
Archer-Daniels-Midland Co.		(7,736	)		(221,482	)

Gas Utilities (0.5%)
South Jersey Industries, Inc.		(6,482	)		(355,732	)

Health Care Providers & Services (0.5%)
Patterson Cos., Inc.		(10,971	)		(353,376	)

Hotels, Restaurants & Leisure (0.2%)
Choice Hotels International, Inc.		(3,998	)		(145,287	)

Household Durables (0.8%)
Lennar Corp., Class A		(12,074	)		(259,470	)
Toll Brothers, Inc. *		(16,356	)		(356,725	)
					(616,195	)

Insurance (1.5%)
Markel Corp. *		(896	)		(361,151	)
Old Republic International Corp.		(37,519	)		(370,688	)
Platinum Underwriters Holdings, Ltd.		(10,461	)		(358,289	)
					(1,090,128	)

IT Services (0.3%)
Cognizant Technology Solutions Corp., Class A *		(3,223	)		(231,250	)

Leisure Equipment & Products (0.4%)
Hasbro, Inc.		(9,057	)		(316,180	)

Life Sciences Tools & Services (0.7%)
Techne Corp.		(2,467	)		(168,373	)
Waters Corp. *		(3,907	)		(338,229	)
					(506,602	)

Machinery (0.3%)
Pall Corp.		(3,912	)		(233,468	)

Media (0.5%)
DreamWorks Animation SKG, Inc., Class A *		(20,084	)		(356,491	)

Metals & Mining (0.7%)
AK Steel Holding Corp.		(23,831	)		(224,964	)
Allegheny Technologies, Inc.		(446	)		(20,244	)
United States Steel Corp.		(9,236	)		(278,835	)
					(524,043	)

Oil, Gas & Consumable Fuels (0.5%)
HollyFrontier Corp.		(10,964	)		(321,684	)
SandRidge Energy, Inc. *		(4,287	)		(33,353	)
					(355,037	)

Paper & Forest Products (0.5%)
Louisiana-Pacific Corp. *		(46,258	)		(394,118	)

Pharmaceuticals * (0.5%)
Hospira, Inc.		(1,542	)		(53,138	)
Nektar Therapeutics		(1,361	)		(8,506	)
Salix Pharmaceuticals, Ltd.		(6,696	)		(322,747	)
					(384,391	)

Professional Services (0.9%)
Dun & Bradstreet Corp.		(4,651	)		(385,149	)
IHS, Inc., Class A *		(3,435	)		(307,364	)
					(692,513	)

Road & Rail (0.1%)
Hertz Global Holdings, Inc. *		(5,386	)		(73,250	)

Specialty Retail (0.4%)
CarMax, Inc. *		(10,074	)		(306,552	)

Textiles, Apparel & Luxury Goods (0.5%)
Hanesbrands, Inc. *		(15,242	)		(374,953	)

Thrifts & Mortgage Finance (0.5%)
Hudson City Bancorp, Inc.		(56,401	)		(379,579	)

Continued

Structured Large Cap Plus

Schedule of Securities Sold Short, continued
January 31, 2012 (Unaudited)


	Shares			Value
Common Stocks, continued
Water Utilities (0.5%)
Aqua America, Inc.		(16,185	)	$	(357,041	)

Total Common Stocks					(10,837,676	)

TOTAL SECURITIES SOLD SHORT (Proceeds $11,533,918) – (14.5%)				$	(10,837,676	)

Notes to Schedule of Investments


*	Non-income producing security.

(a)	Investment is in Institutional Shares of underlying fund.

(b)	All or part of this security has been designated as collateral for short sales.

See notes to schedules of investments
and notes to financial statements.

Equity Index

Schedule of Investments
January 31, 2012 (Unaudited)


	Shares		Value
Common Stocks (97.3%)
Aerospace & Defense (2.5%)
Boeing Co. (The)		21,870	$	1,622,317
General Dynamics Corp.		10,576		731,436
Goodrich Corp.		3,737		466,191
Honeywell International, Inc.		22,640		1,314,026
L-3 Communications Holdings, Inc.		2,888		204,297
Lockheed Martin Corp.		7,780		640,450
Northrop Grumman Corp.		7,675		445,534
Precision Castparts Corp.		4,267		698,422
Raytheon Co.		10,072		483,355
Rockwell Collins, Inc.		4,480		259,347
United Technologies Corp.		26,677		2,090,143
				8,955,518

Air Freight & Logistics (1.0%)
CH Robinson Worldwide, Inc.		4,933		339,588
Expeditors International of Washington, Inc.		6,176		275,758
FedEx Corp.		9,338		854,334
United Parcel Service, Inc., Class B		28,375		2,146,569
				3,616,249

Airlines (0.1%)
Southwest Airlines Co.		23,023		220,560

Auto Components (0.3%)
BorgWarner, Inc. *		3,228		240,905
Goodyear Tire & Rubber Co. (The) *		7,100		92,300
Johnson Controls, Inc.		20,179		641,087
				974,292

Automobiles (0.5%)
Ford Motor Co.		111,704		1,387,364
Harley-Davidson, Inc.		6,871		303,629
				1,690,993

Beverages (2.4%)
Brown-Forman Corp., Class B		2,998		243,468
Coca-Cola Co. (The)		66,784		4,509,923
Coca-Cola Enterprises, Inc.		9,452		253,219
Constellation Brands, Inc., Class A *		5,204		108,764
Dr. Pepper Snapple Group, Inc.		6,437		249,884
Molson Coors Brewing Co., Class B		4,621		198,195
PepsiCo, Inc.		45,981		3,019,572
				8,583,025

Beverages – Wine / Spirits (0.1%)
Beam, Inc.		4,483		234,506

Biotechnology (1.2%)
Amgen, Inc.		23,378		1,587,600
Biogen Idec, Inc. *		7,149		843,010
Celgene Corp. *		13,047		948,517
Gilead Sciences, Inc. *		22,091		1,078,924
				4,458,051

Building Products (0.0%)
Masco Corp.		10,414		125,697

Continued

Equity Index

Schedule of Investments, continued
January 31, 2012 (Unaudited)


	Shares		Value
Common Stocks, continued
Capital Markets (1.9%)
Ameriprise Financial, Inc.		6,751	$	361,516
Bank of New York Mellon Corp. (The)		35,421		713,025
BlackRock, Inc.		2,916		530,712
Charles Schwab Corp. (The)		31,482		366,765
ETrade Financial Corp.		7,321		59,959
Federated Investors, Inc., Class B		2,707		46,236
Franklin Resources, Inc.		4,334		459,837
Goldman Sachs Group, Inc. (The)		14,482		1,614,309
Invesco, Ltd.		13,437		303,273
Legg Mason, Inc.		3,866		98,467
Morgan Stanley		44,083		822,148
Northern Trust Corp.		7,032		289,789
State Street Corp.		14,327		561,332
T Rowe Price Group, Inc.		7,554		436,923
				6,664,291

Chemicals (2.3%)
Air Products & Chemicals, Inc.		6,162		542,441
Airgas, Inc.		2,032		160,386
CF Industries Holdings, Inc.		1,909		338,618
Dow Chemical Co. (The)		34,666		1,161,658
E.I. du Pont de Nemours & Co.		27,056		1,376,880
Eastman Chemical Co.		4,132		207,922
Ecolab, Inc.		8,758		529,334
FMC Corp.		2,086		193,330
International Flavors & Fragrances, Inc.		2,338		130,484
Monsanto Co.		15,786		1,295,241
Mosaic Co. (The)		8,788		491,864
PPG Industries, Inc.		4,599		411,978
Praxair, Inc.		8,843		939,127
Sherwin-Williams Co. (The)		2,570		250,652
Sigma-Aldrich Corp.		3,542		240,998
				8,270,913

Commercial Banks (2.5%)
BB&T Corp.		20,802		565,606
Comerica, Inc.		5,843		161,676
First Horizon National Corp.		7,658		66,854
Huntington Bancshares, Inc.		25,108		143,367
KeyCorp		27,650		214,841
M&T Bank Corp.		3,649		290,971
PNC Financial Services Group, Inc.		15,570		917,384
Regions Financial Corp.		36,539		190,734
SunTrust Banks, Inc.		15,613		321,159
U.S. Bancorp		56,029		1,581,138
Wells Fargo & Co.		155,366		4,538,241
Zions Bancorporation		5,346		90,027
				9,081,998

Commercial Services & Supplies (0.4%)
Avery Dennison Corp.		3,073		83,432
Cintas Corp.		3,276		121,376
Iron Mountain, Inc.		5,399		166,397
Pitney Bowes, Inc.		5,928		112,454
Republic Services, Inc.		9,368		274,295
RR Donnelley & Sons Co.		5,454		61,958
Stericycle, Inc. *		2,497		209,798
Waste Management, Inc.		13,370		464,741
				1,494,451

Communications Equipment (2.1%)
Cisco Systems, Inc.		158,234		3,106,133
F5 Networks, Inc. *		2,359		282,467
Harris Corp.		3,318		136,038
JDS Uniphase Corp. *		6,601		83,767
Juniper Networks, Inc. *		15,502		324,457
Motorola Mobility Holdings, Inc. *		7,630		294,747
Motorola Solutions, Inc.		8,411		390,354
Qualcomm, Inc.		49,486		2,910,767
				7,528,730

Computers & Peripherals (4.9%)
Apple, Inc. *		27,350		12,484,728
Dell, Inc. *		45,263		779,881
EMC Corp. *		59,802		1,540,499
Hewlett-Packard Co.		58,438		1,635,095
Lexmark International, Inc., Class A		2,304		80,410
NetApp, Inc. *		10,698		403,743
SanDisk Corp. *		7,202		330,428
Western Digital Corp. *		6,758		245,653
				17,500,437

Construction & Engineering (0.2%)
Fluor Corp.		5,068		285,024
Jacobs Engineering Group, Inc. *		3,688		165,075
Quanta Services, Inc. *		6,284		135,735
				585,834

Construction Materials (0.0%)
Vulcan Materials Co.		3,755		164,694

Consumer Finance (0.8%)
American Express Co.		29,624		1,485,347
Capital One Financial Corp.		13,652		624,579
Discover Financial Services		16,425		446,432
SLM Corp.		15,338		229,303
				2,785,661

Containers & Packaging (0.1%)
Ball Corp.		4,885		191,785
Bemis Co., Inc.		3,063		95,811
Owens-Illinois, Inc. *		4,769		114,694
Sealed Air Corp.		4,657		92,814
				495,104

Distributors (0.1%)
Genuine Parts Co.		4,575		291,794

Diversified Consumer Services (0.1%)
Apollo Group, Inc., Class A *		3,541		185,584
DeVry, Inc.		1,780		67,213
H&R Block, Inc.		8,877		145,227
				398,024

Diversified Financial Services (2.9%)
Bank of America Corp. ^(b)		298,950		2,131,514
Citigroup, Inc.		86,070		2,644,070
CME Group, Inc.		1,950		467,045
IntercontinentalExchange, Inc. *		2,138		244,758
JP Morgan Chase & Co.		111,841		4,171,669

Continued

Equity Index

Schedule of Investments, continued
January 31, 2012 (Unaudited)


	Shares		Value
Common Stocks, continued
Diversified Financial Services, continued
Leucadia National Corp.		5,761	$	159,925
Moody’s Corp.		5,763		214,557
NASDAQ OMX Group, Inc. (The) *		3,766		93,322
NYSE Euronext		7,613		02,201
				10,329,061

Diversified Telecommunication Services (2.6%)
AT&T, Inc. ^(b)		174,384		5,128,633
CenturyLink, Inc.		18,246		675,649
Frontier Communications Corp.		28,942		123,872
Verizon Communications, Inc.		83,269		3,135,911
Windstream Corp.		16,918		204,200
				9,268,265

Electric Utilities (1.9%)
American Electric Power Co., Inc.		14,337		567,172
Duke Energy Corp.		39,332		838,165
Edison International		9,475		388,854
Entergy Corp.		5,175		359,041
Exelon Corp.		19,572		778,574
FirstEnergy Corp.		12,454		525,808
NextEra Energy, Inc.		12,495		747,826
Northeast Utilities		5,141		178,650
Pepco Holdings, Inc.		6,566		129,088
Pinnacle West Capital Corp.		3,170		149,814
PPL Corp.		17,231		478,849
Progress Energy, Inc.		8,806		478,430
Southern Co.		25,492		1,161,415
				6,781,686

Electrical Equipment (0.5%)
Cooper Industries PLC		4,569		270,119
Emerson Electric Co.		21,594		1,109,500
Rockwell Automation, Inc.		4,197		326,820
Roper Industries, Inc.		2,789		260,465
				1,966,904

Electronic Equipment, Instruments & Components (0.5%)
Amphenol Corp., Class A		4,812		261,917
Corning, Inc.		46,638		600,231
FLIR Systems, Inc.		4,644		119,583
Jabil Circuit, Inc.		5,719		129,592
Molex, Inc.		4,043		106,897
TE Connectivity, Ltd.		12,648		431,297
				1,649,517

Energy Equipment & Services (2.0%)
Baker Hughes, Inc.		12,984		637,904
Cameron International Corp. *		7,126		379,103
Diamond Offshore Drilling, Inc.		2,022		125,971
FMC Technologies, Inc. *		6,989		357,208
Halliburton Co.		27,036		994,384
Helmerich & Payne, Inc.		3,111		191,980
Nabors Industries, Ltd. *		8,357		155,607
National Oilwell Varco, Inc.		12,556		928,893
Noble Corp. *		7,333		255,482
Rowan Cos., Inc. *		3,707		126,075
Schlumberger, Ltd.		39,461		2,966,283
				7,118,890

Food & Staples Retailing (2.3%)
Costco Wholesale Corp.		12,704		1,045,158
CVS Caremark Corp.		38,326		1,600,110
Kroger Co. (The)		17,637		419,055
Safeway, Inc.		10,298		226,350
SUPERVALU, Inc.		6,170		42,635
SYSCO Corp.		17,452		525,480
Wal-Mart Stores, Inc.		51,367		3,151,879
Walgreen Co.		26,266		876,234
Whole Foods Market, Inc.		4,630		342,759
				8,229,660

Food Products (1.8%)
Archer-Daniels-Midland Co.		19,834		567,847
Campbell Soup Co.		5,308		168,263
ConAgra Foods, Inc.		12,398		330,655
Dean Foods Co. *		5,327		57,318
General Mills, Inc.		18,976		755,814
Hershey Co. (The)		4,459		272,356
HJ Heinz Co.		9,359		485,264
Hormel Foods Corp.		4,038		116,214
JM Smucker Co. (The)		3,373		265,725
Kellogg Co.		7,281		360,555
Kraft Foods, Inc., Class A		51,970		1,990,451
McCormick & Co., Inc.		3,853		194,731
Mead Johnson Nutrition Co.		5,942		440,243
Sara Lee Corp.		17,719		339,319
Tyson Foods, Inc., Class A		8,719		162,522
				6,507,277

Gas Utilities (0.1%)
AGL Resources, Inc.		3,405		141,342
Oneok, Inc.		2,958		245,987
				387,329

Health Care Equipment & Supplies (1.8%)
Baxter International, Inc.		16,587		920,247
Becton Dickinson and Co.		6,361		498,766
Boston Scientific Corp. *		44,442		264,874
CareFusion Corp. *		6,498		155,627
Covidien PLC		14,118		727,077
CR Bard, Inc.		2,491		230,467
DENTSPLY International, Inc.		4,094		154,508
Edwards Lifesciences Corp. *		3,335		275,704
Hospira, Inc. *		4,879		168,130
Intuitive Surgical, Inc. *		1,143		525,677
Medtronic, Inc.		31,079		1,198,717
St. Jude Medical, Inc.		9,563		398,873
Stryker Corp.		9,704		537,893
Varian Medical Systems, Inc. *		3,408		224,485
Zimmer Holdings, Inc. *		5,276		320,517
				6,601,562

Health Care Providers & Services (2.0%)
Aetna, Inc.		10,700		467,590
AmerisourceBergen Corp.		7,605		296,367
Cardinal Health, Inc.		10,195		438,691
CIGNA Corp.		8,425		377,693
Coventry Health Care, Inc. *		4,310		129,602
DaVita, Inc. *		2,777		227,186
Express Scripts, Inc. *		14,197		726,318

Continued

Equity Index

Schedule of Investments, continued
January 31, 2012 (Unaudited)


	Shares		Value
Common Stocks, continued
Health Care Providers & Services, continued
Humana, Inc.		4,744	$	422,311
Laboratory Corp. of America Holdings *		2,914		266,310
McKesson Corp.		7,156		584,788
Medco Health Solutions, Inc. *		11,478		711,866
Patterson Cos., Inc.		2,787		89,769
Quest Diagnostics, Inc.		4,576		265,774
Tenet Healthcare Corp. *		14,237		75,314
UnitedHealth Group, Inc.		31,240		1,617,920
WellPoint, Inc.		10,258		659,795
				7,357,294

Health Care Technology (0.1%)
Cerner Corp. *		4,207		256,164

Hotels, Restaurants & Leisure (1.9%)
Carnival Corp.		13,483		407,187
Chipotle Mexican Grill, Inc. *		905		332,397
Darden Restaurants, Inc.		3,968		182,012
International Game Technology		8,721		138,926
Marriott International, Inc., Class A		7,798		268,641
McDonald’s Corp.		30,155		2,986,853
Starbucks Corp.		21,799		1,044,826
Starwood Hotels & Resorts Worldwide, Inc.		5,673		307,703
Wyndham Worldwide Corp.		4,508		179,238
Wynn Resorts, Ltd.		2,330		268,486
Yum! Brands, Inc.		13,539		857,425
				6,973,694

Household Durables (0.3%)
DR Horton, Inc.		8,173		113,768
Harman International Industries, Inc.		2,033		85,792
Leggett & Platt, Inc.		4,156		89,188
Lennar Corp., Class A		4,675		100,466
Newell Rubbermaid, Inc.		8,468		156,404
Pulte Group, Inc. *		9,797		72,988
Stanley Black & Decker, Inc.		4,889		343,110
Whirlpool Corp.		2,217		120,427
				1,082,143

Household Products (2.1%)
Clorox Co.		3,877		266,195
Colgate-Palmolive Co.		14,217		1,289,766
Kimberly-Clark Corp.		11,607		830,597
Procter & Gamble Co. (The)		80,945		5,102,773
				7,489,331

Independent Power Producers & Energy Traders (0.2%)
AES Corp. (The) *		19,103		243,754
Constellation Energy Group, Inc.		5,837		212,642
NRG Energy, Inc. *		7,011		118,346
				574,742

Industrial Conglomerates (2.4%)
3M Co.		20,664		1,791,775
General Electric Co. ^(b)		310,767		5,814,451
Textron, Inc.		8,031		204,630
Tyco International, Ltd.		13,637		694,805
				8,505,661

Insurance (3.5%)
ACE, Ltd.		9,812		682,915
Aflac, Inc.		13,601		655,976
Allstate Corp. (The)		14,716		424,557
American International Group, Inc. *		12,687		318,571
AON Corp.		9,612		465,509
Assurant, Inc.		2,807		111,157
Berkshire Hathaway, Inc., Class B *		51,776		4,057,685
Chubb Corp.		8,092		545,482
Cincinnati Financial Corp.		4,740		154,903
Genworth Financial, Inc., Class A *		14,266		109,991
Hartford Financial Services Group, Inc.		12,949		226,867
Lincoln National Corp.		9,116		196,359
Loews Corp.		9,036		337,133
Marsh & McLennan Cos., Inc.		15,929		503,197
MetLife, Inc.		31,201		1,102,331
Principal Financial Group, Inc.		8,792		240,110
Progressive Corp. (The)		18,280		370,718
Prudential Financial, Inc.		13,921		796,838
Torchmark Corp.		2,958		135,092
Travelers Cos., Inc. (The)		12,181		710,152
Unum Group		8,318		189,900
XL Group PLC		9,700		196,619
				12,532,062

Internet & Catalog Retail (0.9%)
Amazon.com, Inc. *		10,707		2,081,869
Expedia, Inc.		2,666		86,298
NetFlix, Inc. *		1,718		206,504
priceline.com, Inc. *		1,473		779,924
TripAdvisor, Inc. *		2,666		87,738
				3,242,333

Internet Software & Services (1.7%)
Akamai Technologies, Inc. *		5,430		175,118
eBay, Inc. *		33,629		1,062,676
Google, Inc., Class A *		7,434		4,312,538
VeriSign, Inc.		4,519		167,474
Yahoo!, Inc. *		36,840		569,915
				6,287,721

IT Services (3.8%)
Accenture PLC, Class A		18,882		1,082,694
Automatic Data Processing, Inc.		14,269		781,656
Cognizant Technology Solutions Corp., Class A *		8,848		634,844
Computer Sciences Corp.		4,510		116,493
Fidelity National Information Services, Inc.		7,231		206,517
Fiserv, Inc. *		4,176		262,629
International Business Machines Corp.		34,691		6,681,486
Mastercard, Inc., Class A		3,152		1,120,757
Paychex, Inc.		9,365		294,997
SAIC, Inc. *		8,115		104,359
Teradata Corp. *		4,909		262,926
Total System Services, Inc.		4,706		100,897
Visa, Inc., Class A		14,930		1,502,555
Western Union Co. (The)		18,387		351,192
				13,504,002

Continued

Equity Index

Schedule of Investments, continued
January 31, 2012 (Unaudited)


	Shares		Value
Common Stocks, continued
Leisure Equipment & Products (0.1%)
Hasbro, Inc.		3,489	$	121,801
Mattel, Inc.		10,108		313,348
				435,149

Life Sciences Tools & Services (0.4%)
Agilent Technologies, Inc. *		10,121		429,839
Life Technologies Corp. *		5,199		251,788
PerkinElmer, Inc.		3,279		78,630
Thermo Fisher Scientific, Inc. *		11,146		589,623
Waters Corp. *		2,665		230,709
				1,580,589

Machinery (2.3%)
Caterpillar, Inc.		19,065		2,080,373
Cummins, Inc.		5,707		593,528
Danaher Corp.		16,659		874,764
Deere & Co.		12,213		1,052,150
Dover Corp.		5,426		344,063
Eaton Corp.		9,922		486,476
Flowserve Corp.		1,624		178,916
Illinois Tool Works, Inc.		14,251		755,730
Ingersoll-Rand PLC		9,203		321,553
Joy Global, Inc.		3,055		277,058
PACCAR, Inc.		10,628		469,758
Pall Corp.		3,377		201,539
Parker Hannifin Corp.		4,528		365,319
Snap-On, Inc.		1,692		95,615
Xylem, Inc.		5,354		138,722
				8,235,564

Media (3.1%)
Cablevision Systems Corp., Class A		6,693		97,383
CBS Corp., Class B		19,449		553,907
Comcast Corp., Class A		79,887		2,124,195
DIRECTV, Class A *		20,746		933,777
Discovery Communications, Inc., Class A *		7,736		331,720
Gannett Co., Inc.		6,992		99,077
Interpublic Group of Cos., Inc. (The)		14,212		146,810
McGraw-Hill Cos., Inc. (The)		8,556		393,576
News Corp., Class A		64,504		1,214,610
Omnicom Group, Inc.		8,175		372,862
Scripps Networks Interactive, Inc., Class A		2,949		127,869
Time Warner Cable, Inc.		9,465		697,760
Time Warner, Inc.		29,381		1,088,860
Viacom, Inc., Class B		16,241		763,977
Walt Disney Co. (The)		52,833		2,055,204
Washington Post Co. (The), Class B		150		56,806
				11,058,393

Metals & Mining (1.0%)
Alcoa, Inc.		30,934		314,289
Allegheny Technologies, Inc.		3,086		140,073
Cliffs Natural Resources, Inc.		4,207		303,956
Freeport-McMoRan Copper & Gold, Inc.		27,971		1,292,540
Newmont Mining Corp.		14,581		896,440
Nucor Corp.		9,191		408,908
Titanium Metals Corp.		2,620		40,296
United States Steel Corp.		4,181		126,224
				3,522,726
Multiline Retail (0.8%)
Big Lots, Inc. *		1,787		70,569
Dollar Tree, Inc. *		3,517		298,277
Family Dollar Stores, Inc.		3,557		198,481
JC Penney Co., Inc.		4,186		173,928
Kohl’s Corp.		7,485		344,235
Macy’s, Inc.		12,411		418,126
Nordstrom, Inc.		4,880		240,974
Sears Holdings Corp. *		1,040		43,836
Target Corp.		19,712		1,001,567
				2,789,993

Multi-Utilities (1.3%)
Ameren Corp.		7,013		221,891
CenterPoint Energy, Inc.		12,371		228,492
CMS Energy Corp.		7,339		160,210
Consolidated Edison, Inc.		8,725		514,426
Dominion Resources, Inc.		16,745		837,920
DTE Energy Co.		4,925		262,059
Integrys Energy Group, Inc.		2,264		117,524
NiSource, Inc.		8,130		184,795
PG&E Corp.		11,893		483,570
Public Service Enterprise Group, Inc.		14,712		446,362
SCANA Corp.		3,324		149,015
Sempra Energy		7,209		410,192
TECO Energy, Inc.		6,251		112,831
Wisconsin Energy Corp.		6,798		231,132
Xcel Energy, Inc.		14,571		387,589
				4,748,008

Office Electronics (0.1%)
Xerox Corp.		40,748		315,797

Oil, Gas & Consumable Fuels (9.6%)
Alpha Natural Resources, Inc. *		6,587		132,530
Anadarko Petroleum Corp.		14,681		1,185,050
Apache Corp.		11,314		1,118,728
Cabot Oil & Gas Corp.		6,076		193,824
Chesapeake Energy Corp.		19,125		404,111
Chevron Corp.		58,641		6,044,714
ConocoPhillips		39,111		2,667,761
Consol Energy, Inc.		6,591		235,562
Denbury Resources, Inc. *		11,553		217,890
Devon Energy Corp.		11,885		758,382
El Paso Corp.		22,886		614,947
EOG Resources, Inc.		7,943		843,070
EQT Corp.		4,346		219,560
Exxon Mobil Corp. ^(b)		141,099		11,815,630
Hess Corp.		8,793		495,046
Marathon Oil Corp.		20,708		650,024
Marathon Petroleum Corp.		10,354		395,730
Murphy Oil Corp.		5,625		335,250
Newfield Exploration Co. *		3,846		145,417
Noble Energy, Inc.		5,132		516,639
Occidental Petroleum Corp.		23,944		2,388,893
Peabody Energy Corp.		7,873		268,391
Pioneer Natural Resources Co.		3,615		358,970
QEP Resources, Inc.		5,140		147,210
Range Resources Corp.		4,672		268,733
Southwestern Energy Co. *		10,117		315,043
Spectra Energy Corp.		19,348		609,269
Sunoco, Inc.		3,147		120,719

Continued

Equity Index

Schedule of Investments, continued
January 31, 2012 (Unaudited)


	Shares			Value
Common Stocks, continued
Oil, Gas & Consumable Fuels, continued
Tesoro Corp. *		4,181		$	104,650
Valero Energy Corp.		16,583			397,826
Williams Cos., Inc. (The)		17,530			505,215
WPX Energy, Inc. *		5,843			96,293
					34,571,077

Paper & Forest Products (0.1%)
International Paper Co.		12,716			395,976
MeadWestvaco Corp.		4,935			145,287
					541,263

Personal Products (0.2%)
Avon Products, Inc.		12,510			222,302
Estee Lauder Cos., Inc. (The), Class A		6,632			384,192
					606,494

Pharmaceuticals (5.7%)
Abbott Laboratories		45,754			2,477,579
Allergan, Inc.		9,024			793,300
Bristol-Myers Squibb Co.		49,990			1,611,678
Eli Lilly & Co.		29,940	��		1,189,816
Forest Laboratories, Inc. *		7,920			251,698
Johnson & Johnson		80,318			5,293,759
Merck & Co., Inc.		89,761			3,434,256
Mylan, Inc. *		12,774			265,060
Perrigo Co.		2,737			261,657
Pfizer, Inc.		226,161			4,839,845
Watson Pharmaceuticals, Inc. *		3,678			215,641
					20,634,289

Professional Services (0.1%)
Dun & Bradstreet Corp.		1,437			118,998
Equifax, Inc.		3,579			139,474
Robert Half International, Inc.		4,270			118,236
					376,708

Real Estate Investment Trusts (2.0%)
American Tower Corp.		11,534			732,525
Apartment Investment & Management Co., Class A		3,475			85,346
AvalonBay Communities, Inc.		2,840			386,269
Boston Properties, Inc.		4,363			453,970
Equity Residential		8,795			523,742
HCP, Inc.		12,141			510,286
Health Care, Inc.		5,567			318,488
Host Hotels & Resorts, Inc.		21,079			346,117
Kimco Realty Corp.		11,834			215,971
Plum Creek Timber Co., Inc.		4,709			182,615
ProLogis, Inc.		13,686			433,983
Public Storage		4,177			580,018
Simon Property Group, Inc.		8,656			1,176,004
Ventas, Inc.		8,361			487,530
Vornado Realty Trust		5,350			432,708
Weyerhaeuser Co.		15,662			313,553
					7,179,125

Real Estate Management / Services (0.1%)
CBRE Group, Inc. *		9,547			184,257

Road & Rail (0.9%)
CSX Corp.		30,922			697,291
Norfolk Southern Corp.		9,896			714,492
Ryder System, Inc.		1,493			84,026
Union Pacific Corp.		14,265			1,630,632
					3,126,441

Semiconductors & Semiconductor Equipment (2.4%)
Advanced Micro Devices, Inc. *		16,795			112,695
Altera Corp.		9,371			372,872
Analog Devices, Inc.		8,714			340,979
Applied Materials, Inc.		38,336			470,766
Broadcom Corp., Class A *		14,251			489,379
First Solar, Inc. *		1,726			72,975
Intel Corp.		149,691			3,954,836
KLA-Tencor Corp.		4,883			249,668
Linear Technology Corp.		6,623			220,678
LSI Corp. *		17,613			133,331
Microchip Technology, Inc.		5,539			204,445
Micron Technology, Inc. *		29,273			222,182
Novellus Systems, Inc. *		2,015			95,007
NVIDIA Corp. *		18,420			272,063
Teradyne, Inc. *		5,393			88,176
Texas Instruments, Inc.		33,768			1,093,408
Xilinx, Inc.		7,725			276,941
					8,670,401

Software (3.6%)
Adobe Systems, Inc. *		14,670			454,037
Autodesk, Inc. *		6,716			241,776
BMC Software, Inc. *		5,143			186,382
CA, Inc.		11,039			284,585
Citrix Systems, Inc. *		5,467			356,503
Electronic Arts, Inc. *		9,668			179,535
Intuit, Inc.		8,626			486,851
Microsoft Corp. ^(b)		220,333			6,506,434
Oracle Corp.		115,844			3,266,801
Red Hat, Inc. *		5,613			260,275
Salesforce.com, Inc. *		3,953			461,710
Symantec Corp. *		21,972			377,699
					13,062,588

Specialty Retail (1.9%)
Abercrombie & Fitch Co., Class A		2,549			117,101
AutoNation, Inc. *		1,442			51,566
AutoZone, Inc. *		808			281,087
Bed Bath & Beyond, Inc. *		7,033			426,903
Best Buy Co., Inc.		8,839			211,694
CarMax, Inc. *		6,568			199,864
GameStop Corp., Class A *		4,113			96,080
Gap, Inc. (The)		10,094			191,584
Home Depot, Inc.		45,273			2,009,668
Limited Brands, Inc.		7,335			307,043
Lowe’s Cos., Inc.		36,693			984,473
O’Reilly Automotive, Inc. *		3,793			309,167
Ross Stores, Inc.		6,802			345,678
Staples, Inc.		20,739			303,412
Tiffany & Co.		3,714			236,953
TJX Cos., Inc.		11,197			762,964
Urban Outfitters, Inc. *		3,140			83,210
					6,918,447

Continued

Equity Index

Schedule of Investments, continued
January 31, 2012 (Unaudited)


	Shares		Value
Common Stocks, continued
Textiles, Apparel & Luxury Goods (0.6%)
Coach, Inc.		8,538	$	598,087
Nike, Inc., Class B		10,892		1,132,659
Polo Ralph Lauren Corp.		1,870		284,240
VF Corp.		2,545		334,642
				2,349,628

Thrifts & Mortgage Finance (0.1%)
Hudson City Bancorp, Inc.		15,317		103,083
People’s United Financial, Inc.		10,951		135,026
				238,109

Tobacco (1.8%)
Altria Group, Inc.		60,384		1,714,906
Lorillard, Inc.		4,050		434,930
Philip Morris International, Inc.		51,107		3,821,270
Reynolds American, Inc.		9,832		385,709
				6,356,815

Trading Companies & Distributors (0.2%)
Fastenal Co.		8,575		400,281
WW Grainger, Inc.		1,792		341,806
				742,087

Wireless Telecommunication Services * (0.1%)
MetroPCS Communications, Inc.		9,003		79,587
Sprint Nextel Corp.		87,001		184,442
				264,029

Total Common Stocks				349,274,097

Investments in Affiliates (2.5%)
Commercial Banks (0.1%)
Fifth Third Bancorp		26,717		347,588

Fifth Third Funds (2.4%)
Fifth Third Institutional Money Market Fund ^(a)		8,802,001		8,802,001

Total Investments in Affiliates				9,149,589

Total Investments (Cost $175,512,980) – 99.8%				358,423,686

Other assets in excess of liabilities – 0.2%				548,198

NET ASSETS – 100.0%			$	358,971,884

Notes to Schedule of Investments


*	Non-income producing security.

(a)	Investment is in Institutional Shares of underlying fund.

(b)	All or part of this security has been designated as collateral for futures contracts.

See notes to schedules of investments
and notes to financial statements.

International Equity

Schedule of Investments
January 31, 2012 (Unaudited)


	Shares		Value
Foreign Stocks (93.7%)
Australia (8.9%)
Australia & New Zealand Banking Group, Ltd.		71,114	$	1,616,416
BHP Billiton, Ltd. ^(b)		55,000		2,188,485
Campbell Brothers, Ltd.		14,738		813,623
Cochlear, Ltd.		11,671		735,997
Commonwealth Bank of Australia		36,703		1,974,005
National Australia Bank, Ltd.		60,893		1,541,832
OZ Minerals, Ltd.		70,000		810,782
Toll Holdings, Ltd.		130,000		688,692
Westpac Banking Corp.		77,279		1,735,215
Woolworths, Ltd.		70,350		1,851,493
				13,956,540

Belgium (1.4%)
Delhaize Group SA		23,746		1,293,223
KBC Groep NV		11,227		212,866
UCB SA		18,371		747,098
				2,253,187

Bermuda (0.1%)
Seadrill, Ltd.		4,651		172,817

China (0.2%)
Yangzijiang Shipbuilding Holdings, Ltd.		326,000		286,385

Denmark (0.4%)
Novo Nordisk AS, Class B		4,870		575,829

Finland (1.9%)
Metso Oyj		33,903		1,476,749
Nokian Renkaat Oyj		5,249		187,509
Orion Oyj, Class B		24,280		471,310
Sampo Oyj, Class A		32,611		859,108
				2,994,676

France (6.4%)
Arkema SA		13,398		1,082,710
AXA SA		44,897		681,533
BNP Paribas SA		33,000		1,397,272
Casino Guichard Perrachon SA		8,285		736,929
Credit Agricole SA		15,734		96,956
Sanofi-Aventis SA ^(b)		30,000		2,215,967
Societe Television Francaise 1		62,864		691,548
Total SA ^(b)		41,839		2,211,264
Vivendi SA		15,112		316,276
Wendel SA		7,899		588,010
				10,018,465

Germany (8.5%)
Allianz SE		1,755		192,970
BASF SE ^(b)		33,521		2,577,334
Bayer AG ^(b)		35,375		2,477,417
Bayerische Motoren Werke AG		12,000		1,026,400
Deutsche Bank AG		52,000		2,202,782
Deutsche Boerse AG *		2,867		168,758
Deutsche Lufthansa AG		31,117		430,023
GEA Group AG		44,000		1,413,243
Infineon Technologies AG		129,016		1,177,265
Kabel Deutschland Holding AG *		5,540		288,849

Continued

International Equity

Schedule of Investments, continued
January 31, 2012 (Unaudited)


	Shares		Value
Foreign Stocks, continued
Germany, continued
Lanxess AG		2,058	$	134,047
SAP AG		3,156		190,682
Siemens AG		7,047		664,974
Wacker Chemie AG		3,730		341,873
				13,286,617

Great Britain (17.0%)
Admiral Group PLC		5,306		78,679
Anglo American PLC		14,076		582,029
Associated British Foods PLC		4,804		87,284
AstraZeneca PLC		43,821		2,109,229
Barclays PLC		139,753		468,084
BG Group PLC		19,260		432,486
BHP Billiton PLC		80,777		2,702,334
BP PLC		80,309		595,865
British American Tobacco PLC ^(b)		30,000		1,378,983
British Sky Broadcasting Group PLC		26,864		292,093
Bunzl PLC		84,880		1,151,622
Burberry Group PLC		34,422		727,930
GlaxoSmithKline PLC		13,828		307,241
HSBC Holdings PLC ^(b)		171,354		1,430,295
Imperial Tobacco Group PLC		20,000		715,413
ITV PLC		419,197		494,768
J Sainsbury PLC		320,781		1,457,824
Legal & General Group PLC		528,413		960,905
London Stock Exchange Group PLC		13,000		178,223
Next PLC		22,477		927,631
Prudential PLC		110,233		1,216,805
Rio Tinto PLC ^(b)		50,581		3,032,797
Scottish & Southern Energy PLC		83,722		1,613,494
Standard Chartered PLC		2,815		68,046
Tate & Lyle PLC		5,840		60,922
Tullow Oil PLC		20,000		438,073
Vodafone Group PLC ^(b)		639,775		1,721,934
WM Morrison Supermarkets PLC		307,987		1,388,033
				26,619,022

Hong Kong (1.9%)
ASM Pacific Technology, Ltd.		54,300		699,816
Cheung Kong Holdings, Ltd.		75,000		1,007,698
Sun Hung Kai Properties, Ltd.		70,000		972,109
Wheelock & Co., Ltd.		84,000		268,075
				2,947,698

Israel (0.4%)
Bank Hapoalim BM		96,534		336,679
Israel Chemicals, Ltd.		32,387		339,299
				675,978

Italy (3.3%)
Enel SpA		399,635		1,634,093
ENI SpA		74,212		1,640,533
Fiat SpA		118,826		712,803
Intesa Sanpaolo SpA		385,000		735,255
Telecom Italia SpA		514,939		523,697
				5,246,381

Japan (20.3%)
Aisin Seiki Co., Ltd.		30,518		964,148
Amada Co., Ltd.		167,000		1,154,671
Astellas Pharma, Inc.		6,800		279,244
Canon, Inc.		99		4,273
Coca-Cola West Co., Ltd.		29,400		505,301
Dai Nippon Printing Co., Ltd.		96,000		1,032,800
Dai-ichi Life Insurance Co., Ltd. (The)		795		834,427
Daiichi Sankyo Co., Ltd.		14,700		279,844
Daiwa House Industry Co., Ltd.		63,000		795,972
Dena Co., Ltd.		11,100		280,922
Electric Power Development Co., Ltd.		15,100		400,976
Fuji Heavy Industries, Ltd.		120,000		815,534
Fujitsu, Ltd.		46,000		245,631
Gunma Bank, Ltd. (The)		3,000		16,334
Hachijuni Bank, Ltd. (The)		44,000		258,043
Hino Motors, Ltd.		167,000		1,071,412
Inpex Corp.		167		1,139,334
Japan Steel Works, Ltd. (The)		70,000		565,731
Kansai Electric Power Co., Inc. (The)		57,200		920,814
KDDI Corp.		148		937,864
Kuraray Co., Ltd.		76,900		1,116,876
Mabuchi Motor Co., Ltd.		1,800		77,106
Mitsubishi UFJ Financial Group, Inc.		29,262		133,986
MS&AD Insurance Group Holdings		9,700		198,912
NEC Corp. *		300,000		598,268
Nippon Telegraph & Telephone Corp.		20,500		1,024,731
Nissan Motor Co., Ltd.		161,932		1,527,540
Nitto Denko Corp.		23,700		840,787
Nomura Real Estate Holdings, Inc.		5,000		77,604
NTT DoCoMo, Inc.		610		1,083,626
Ricoh Co., Ltd.		126,000		1,062,949
Sankyo Co., Ltd.		1,300		63,533
Shinsei Bank, Ltd.		677,000		763,868
Shionogi & Co., Ltd.		85,200		1,136,820
Softbank Corp.		6,500		181,048
Sony Corp.		39,300		717,217
Square Enix Holdings Co., Ltd.		30,900		622,297
Sumitomo Corp.		54,200		778,654
Sumitomo Electric Industries, Ltd.		43,800		527,531
Sumitomo Heavy Industries, Ltd.		81,000		518,604
Suzuki Motor Corp.		54,200		1,235,891
T&D Holdings, Inc.		27,100		275,551
Takeda Pharmaceutical Co., Ltd.		5,800		251,876
Tokyo Electron, Ltd.		4,800		273,314
Tokyu Land Corp.		181,000		752,781
TonenGeneral Sekiyu KK		45,000		429,218
Tosoh Corp.		77		217
Toyota Motor Corp.		9,900		364,983
Ube Industries, Ltd.		201,000		577,526
West Japan Railway Co.		28,100		1,190,803
Yamada Denki Co., Ltd.		3,170		202,128
Yamaha Corp.		79,800		734,973
				31,844,493

Jersey (0.0%)
Randgold Resources, Ltd.		462		52,163

Mexico (0.5%)
Fresnillo PLC		29,628		810,501

Continued

International Equity

Schedule of Investments, continued
January 31, 2012 (Unaudited)


	Shares		Value
Foreign Stocks, continued
Netherlands (5.5%)
ASML Holding NV		55,464	$	2,382,168
European Aeronautic Defence and Space Co. NV		19,823		665,869
ING Groep NV *		159,013		1,447,242
Koninklijke Ahold NV		21,599		286,199
Randstad Holding NV		33,000		1,125,328
Reed Elsevier NV		10,665		126,892
Royal Dutch Shell PLC, Class A ^(b)		71,003		2,506,819
Royal Dutch Shell PLC, Class B		1,965		71,482
				8,611,999

Norway (2.0%)
DnB NOR ASA		10,055		106,086
Gjensidige Forsikring ASA		16,533		191,199
Orkla ASA		27,975		226,728
Statoil ASA		72,063		1,806,795
Telenor ASA		48,838		796,208
				3,127,016

Portugal (0.9%)
EDP – Energias de Portugal SA		459,647		1,341,369

Singapore (0.6%)
Jardine Cycle & Carriage, Ltd.		194		7,923
Neptune Orient Lines, Ltd.		300,000		310,053
Noble Group, Ltd.		175,000		187,820
United Overseas Bank, Ltd.		34,000		468,705
				974,501

Spain (3.2%)
Amadeus IT Holding SA, Class A		3,581		61,362
Banco Santander SA		144,000		1,120,737
Ferrovial SA		9,000		105,363
Fomento de Construcciones y Contratas SA		4,000		93,996
Inditex SA		19,783		1,726,006
Repsol YPF SA		58,352		1,602,874
Telefonica SA		20,935		365,029
				5,075,367

Sweden (2.9%)
Boliden AB		23,000		393,223
Hennes & Mauritz AB, Class B		19,921		652,173
Kinnevik Investment AB, Class B		3,477		72,735
Nordea Bank AB		43,000		359,993
Securitas AB, Class B		127,591		1,197,602
Skandinaviska Enskilda Banken AB		143,579		902,738
Skanska AB, Class B		2,528		44,149
Swedbank AB, Class A		67,643		971,513
				4,594,126

Switzerland (7.4%)
Baloise Holding AG		748		57,370
Cie Financiere Richemont SA, Class A		15,851		897,161
Geberit AG *		1,500		309,777
Lindt & Spruengli AG		258		1,058,859
Nestle SA ^(b)		50,403		2,888,385
Novartis AG ^(b)		51,000		2,759,152
Roche Holding AG		2,157		365,085
Schindler Holding AG		2,500		291,146
Swatch Group AG (The)		1,800		758,327
Wolseley PLC		22,589		782,039
Xstrata PLC		8,500		143,922
Zurich Financial Services AG *		5,335		1,280,864
				11,592,087

Total Foreign Stocks				147,057,217

Investment Companies (0.1%)
United States (0.1%)
iShares MSCI EAFE Index Fund		4,100		213,774

Total Investment Companies				213,774

Investments in Affiliates (5.2%)
Fifth Third Institutional Money Market Fund ^(a)		8,082,405		8,082,405

Total Investments in Affiliates				8,082,405

Total Investments (Cost $152,671,922) – 99.0%				155,353,396

Other assets in excess of liabilities – 1.0%				1,594,919

NET ASSETS – 100.0%			$	156,948,315

Notes to Schedule of Investments


*	Non-income producing security.

(a)	Investment is in Institutional Shares of underlying fund.

(b)	All or part of this security has been designated as collateral for futures contracts.

Continued

International Equity

Schedule of Investments, continued

January 31, 2012 (Unaudited)


At January 31, 2012, International Equity’s industry investment concentrations (unaudited), as a percentage of net assets, were as follows:

Aerospace & Defense	0.4	%
Air Freight & Logistics	0.4	%
Airlines	0.3	%
Auto Components	0.7	%
Automobiles	3.6	%
Beverages	0.3	%
Building Products	0.2	%
Capital Markets	1.4	%
Chemicals	4.5	%
Commercial Banks	10.7	%
Commercial Services & Supplies	1.4	%
Computers & Peripherals	0.5	%
Construction & Engineering	0.2	%
Distributors	–	^
Diversified Financial Services	1.2	%
Diversified Telecommunication Services	1.7	%
Electric Utilities	3.5	%
Electrical Equipment	0.4	%
Energy Equipment & Services	0.1	%
Fifth Third Funds	5.2	%
Food & Staples Retailing	4.5	%
Food Products	2.6	%
Health Care Equipment & Supplies	0.5	%
Household Durables	0.5	%
IT Services	–	^
Independent Power Producers & Energy Traders	0.3	%
Industrial Conglomerates	0.9	%
Insurance	4.4	%
International Equity	0.1	%
Internet Software & Services	0.2	%
Leisure Equipment & Products	0.5	%
Machinery	4.3	%
Marine	0.2	%
Media	1.4	%
Metals & Mining	6.8	%
Multiline Retail	0.6	%
Office Electronics	0.7	%
Oil, Gas & Consumable Fuels	8.2	%
Pharmaceuticals	8.9	%
Professional Services	1.2	%
Real Estate Management & Development	2.5	%
Road & Rail	0.8	%
Semiconductors & Semiconductor Equipment	2.9	%
Software	0.5	%
Specialty Retail	1.6	%
Textiles, Apparel & Luxury Goods	1.5	%
Tobacco	1.3	%
Trading Companies & Distributors	1.9	%
Wireless Telecommunication Services	2.5	%

^ Amount is less than 0.05%.

See notes to schedules of investments
and notes to financial statements.

Strategic Income

Schedule of Investments

January 31, 2012 (Unaudited)


	Principal Amount		Value
Asset-Backed Securities (3.5%)
Automobile Sequential (1.3%)
Ally Auto Receivables Trust, Series 2010-5, Class B, 2.45%, 6/15/16 ^{(b) (e)}	$	1,665,000	$	1,722,526
Capital Auto Receivables Asset Trust, Series 2008-CPA, Class A1, 1.14%, 1/15/13 ^{(a) (b)}		89,054		89,114
CarMax Auto Owner Trust, Series 2011-1, Class B, 2.63%, 11/15/16		750,000		767,349
Honda Auto Receivables Owner Trust, Series 2009-3, Class A3, 2.31%, 5/15/13		48,766		48,953
Hyundai Auto Receivables Trust, Series 2009-A, Class A3, 2.03%, 8/15/13		141,029		141,566
				2,769,508

Credit Card Bullet (0.5%)
1st Financial Bank USA, Series 2010-A, Class A, 3.00%, 4/17/17 ^(b)		1,000,000		1,001,097

Manufactured Housing ABS Other (1.2%)
Conseco Financial Corp., Series 1998-4, Class A7, 6.87%, 4/1/30 ^(a)		1,470,569		1,549,910
Mid-State Trust, Series 2005-1, Class M2, 7.08%, 1/15/40		956,884		955,029
			��	2,504,939

Other ABS (0.5%)
Aircastle Aircraft Lease Backed Trust, Series 2006-1A, Class G1, 0.56%, 6/20/31 ^{(a) (b)}		1,235,238		1,065,393

Total Asset-Backed Securities				7,340,937

Corporate Bonds (25.2%)
Advertising Agencies (0.5%)
Interpublic Group of Cos., Inc. (The), 6.25%, 11/15/14 ^(d)		1,000,000		1,080,000

Airlines (0.7%)
Delta Air Lines Pass Through Trust, Series 2002-G2, 6.42%, 1/2/14		1,500,000		1,518,750

Auto / Truck Parts & Equipment – Original (2.7%)
BorgWarner, Inc., 5.75%, 11/1/16		1,000,000		1,134,396
Dana Holding Corp., 6.50%, 2/15/19, (Callable 2/15/15 @ 103.25)		1,250,000		1,329,687
Lear Corp., 7.88%, 3/15/18, (Callable 3/15/14 @ 103.938)		1,194,000		1,301,460
Visteon Corp., 6.75%, 4/15/19, (Callable 4/15/14 @ 105.063)		1,830,000		1,811,700
				5,577,243

Cable / Satellite TV (1.3%)
Comcast Corp., 5.70%, 7/1/19		1,275,000		1,506,471
DIRECTV Holdings LLC, 5.20%, 3/15/20		1,000,000		1,104,744
				2,611,215

Continued

Strategic Income

Schedule of Investments, continued

January 31, 2012 (Unaudited)


		Principal Amount		Value
Corporate Bonds, continued
Diversified Banks (0.9%)
JP Morgan Chase & Co., Series 1, 7.90%, 4/30/18 ^{(a) (f)}		$	1,700,000	$	1,841,457

Diversified Financial Services (0.6%)
General Electric Capital Corp., 6.88%, 1/10/39			1,000,000		1,241,254

Electric – Integrated (0.5%)
NextEra Energy Capital Holdings, Inc., 6.65%, 6/15/67, (Callable 6/15/17 @ 100) ^{(a) (d)}			1,000,000		1,012,500

Enterprise Software / Services (0.9%)
CA, Inc., 5.38%, 12/1/19			1,760,000		1,931,832

Finance – Investment Banker / Broker (0.9%)
Charles Schwab Corp. (The), 7.00%, 2/1/22 ^{(a) (f)}			1,750,000		1,796,760

Finance – Other Services (0.4%)
Cullen/Frost Capital Trust II, 2.08%, 3/1/34, (Callable 3/2/12 @ 100) ^(a)			1,000,000		782,425

Food – Miscellaneous / Diversified (0.5%)
Kraft Foods, Inc., 4.13%, 2/9/16 ^(d)			1,000,000		1,086,419

Linen Supply & Related Items (1.1%)
Cintas Corp. No 2, 4.30%, 6/1/21			2,000,000		2,170,418

Machinery – Construction & Mining (0.3%)
Joy Global, Inc., 6.00%, 11/15/16			625,000		707,611

Medical – Biomedical / Genetics (0.3%)
Amgen, Inc., 3.45%, 10/1/20			500,000		513,036

Medical – HMO (0.7%)
Cigna Corp., 4.00%, 2/15/22, (Callable 11/15/21 @ 100)			1,500,000		1,542,419

Medical – Outpatient / Home Medical (0.5%)
Apria Healthcare Group, Inc., 11.25%, 11/1/14, (Callable 3/2/12 @ 105.625)			1,000,000		1,043,750

Multi-line Insurance (0.2%)
American Financial Group, Inc., 9.88%, 6/15/19			375,000		456,108

Networking Products (0.6%)
Cisco Systems, Inc., 5.90%, 2/15/39			1,000,000		1,258,014

Oil & Gas Exploration & Production (0.8%)
Chesapeake Energy Corp., 6.13%, 2/15/21			1,750,000		1,723,750

Pipelines (0.9%)
Enbridge Energy Partners L.P., 4.20%, 9/15/21, (Callable 6/15/21 @ 100)			1,800,000		1,909,026

Real Estate Investment Trusts (2.3%)
BioMed Realty L.P., 3.85%, 4/15/16, (Callable 3/15/16 @ 100)			1,500,000		1,490,109
DDR Corp., 7.50%, 7/15/18			2,113,000		2,356,646
HCP, Inc., 6.70%, 1/30/18			850,000		990,330
					4,837,085

Reinsurance (0.4%)
Berkshire Hathaway, Inc., 3.20%, 2/11/15			690,000		737,466

Retail – Office Supplies (0.5%)
Staples, Inc., 9.75%, 1/15/14			850,000		974,131

Retail – Regional Department Store (0.7%)
Macy’s Retail Holdings, Inc., 6.65%, 7/15/24 ^(d)			1,250,000		1,490,268

Retail – Restaurants (1.0%)
Darden Restaurants, Inc., 4.50%, 10/15/21			1,950,000		2,011,166

Semiconductor Components – Integrated Circuits (0.5%)
Analog Devices, Inc., 3.00%, 4/15/16			1,000,000		1,058,266

Semiconductor Equipment (0.6%)
KLA-Tencor Corp., 6.90%, 5/1/18			1,000,000		1,182,330

Special Purpose Entity (0.5%)
Goldman Sachs Capital II, 5.79%, 6/1/43, (Callable 6/1/12 @ 100) ^(a)			1,600,000		1,092,000

Super-Regional Banks – U.S. (2.4%)
Capital One Capital V, 10.25%, 8/15/39			400,000		418,500
Capital One Capital VI, 8.88%, 5/15/40			400,000		420,771
PNC Financial Services Group, Inc., 6.75%, 8/1/21 ^{(a) (f)}			3,500,000		3,621,345
PNC Financial Services Group, Inc., 8.25%, 5/21/13 ^{(a) (f)}			500,000		516,255
					4,976,871

Wireless Equipment (1.0%)
American Tower Corp., 4.50%, 1/15/18 ^(d)			2,000,000		2,042,774

Total Corporate Bonds					52,206,344

Foreign Bonds (8.8%)
Diversified Minerals (0.5%)
FMG Resources Property, Ltd., 7.00%, 11/1/15, (Callable 11/1/12 @ 105.25) ^{(b) (e)}			1,000,000		1,032,500

Diversified Operations (0.2%)
Hutchison Whampoa International, Ltd., 6.50%, 2/13/13 ^(b)			486,000		507,022

Electric – Integrated (0.7%)
Scottish & Southern Energy PLC, 5.45%, 10/1/15 ^{(a) (f)}	GBP		875,000		1,366,416

Continued

Strategic Income

Schedule of Investments, continued

January 31, 2012 (Unaudited)


		Principal Amount		Value
Foreign Bonds, continued
Gold Mining (0.5%)
AngloGold Ashanti Holdings PLC, 5.38%, 4/15/20		$	1,000,000	$	1,036,192

Multi-line Insurance (0.4%)
AXA SA, 6.46%, 12/14/18 ^{(a) (b) (f)}			1,000,000		735,000

Oil & Gas Exploration & Production (0.4%)
Gaz Capital SA for Gazprom, 7.51%, 7/31/13 ^(b)			850,000		906,080

Regional Authority (0.9%)
Province of British Columbia Canada, 5.30%, 6/18/14	CAD		1,700,000		1,858,726

Sovereign (4.1%)
Brazil, Federal Republic, Series F, 10.00%, 1/1/17	BRL		1,900,000		1,058,698
Brazil, Federal Republic, Series F, 10.00%, 1/1/14			1,870,000		1,069,111
New Zealand Government Bond, 6.00%, 12/15/17	NZD		4,300,000		4,042,756
Poland Government Bond, 5.00%, 4/25/16	PLN		7,500,000		2,327,538
					8,498,103

Special Purpose Banks (1.1%)
Export-Import Bank of Korea, 4.38%, 9/15/21		$	1,850,000		1,824,361
Export-Import Bank of Korea, 8.13%, 1/21/14			425,000		468,702
					2,293,063

Total Foreign Bonds					18,233,102

Mortgage-Backed Securities (9.0%)
CMBS Other (2.3%)
Citigroup Commercial Mortgage Trust, Series 2006-C5, Class A4, 5.43%, 10/15/49			1,443,000		1,633,703
Greenwich Capital Commercial Funding Corp., Series 2004-GG1, Class A7, 5.32%, 6/10/36 ^(a)			875,000		936,533
LB-UBS Commercial Mortgage Trust, Series 2006-C6, Class A4, 5.37%, 9/15/39 ^(d)			1,600,000		1,809,882
Merrill Lynch Mortgage Trust, Series 2002-MW1, Class A4, 5.62%, 7/12/34			384,447		386,241
					4,766,359

CMBS Subordinated (0.5%)
Morgan Stanley Capital I, Series 2003-IQ6, Class C, 5.24%, 12/15/41 ^{(a) (b)}			1,000,000		981,796

U.S. Government Agencies (4.7%)
Fannie Mae, 2.68%, 7/1/18 ^(a)			54,924		55,593
Fannie Mae, 4.00%, 12/1/40			2,468,000		2,632,639
Fannie Mae, 4.00%, 8/1/41			1,475,439		1,564,012
Fannie Mae, 5.50%, 10/1/35			455,681		497,039
Freddie Mac, 2.35%, 10/1/32 ^(a)			108,908		110,492
Freddie Mac, 6.50%, 9/1/22 ^(d)			319,118		350,397
Freddie Mac, 6.50%, 8/1/37			328,437		368,819
Government National Mortgage Association, IO, 1.13%, 10/16/44 ^(a)			19,803,720		1,411,154
Government National Mortgage Association, IO, 1.27%, 8/16/46 ^(a)			18,594,179		1,447,055
Government National Mortgage Association, IO, 1.65%, 4/16/53 ^(a)			14,811,950		1,332,542
					9,769,742

WL Collateral CMO Other (0.5%)
Bear Stearns Asset Backed Securities Trust, Series 2003-AC7, Class A2, 5.75%, 1/25/34 ^(g)			330,201		342,437
Merrill Lynch Mortgage Investors, Inc., Series 2003-A1, Class 2A, 2.69%, 12/25/32 ^(a)			16,884		16,615
Wells Fargo Mortgage Backed Securities Trust, Series 2004-X, Class 1A5, 2.56%, 11/25/34 ^(a)			701,288		698,152
					1,057,204

WL Collateral CMO Sequential (0.8%)
Countrywide Alternative Loan Trust, Series 2004-30CB, Class 3A1, 5.00%, 2/25/20			901,103		906,021
Residential Accredit Loans, Inc., Series 2004-QS6, Class A1, 5.00%, 5/25/19			817,438		811,986
					1,718,007

WL Collateral PAC (0.2%)
Wells Fargo Mortgage Backed Securities Trust, Series 2006-3, Class A1, 5.50%, 3/25/36			491,651		487,916

Total Mortgage-Backed Securities					18,781,024

U.S. Treasury Obligations (0.5%)
U.S. Treasury Bonds (0.5%)
4.38%, 5/15/40			750,000		967,852

Total U.S. Treasury Obligations					967,852

		Shares
Common Stocks (8.9%)
Diversified Telecommunication Services (1.0%)
BCE, Inc.			33,728		1,376,102
Verizon Communications, Inc.			20,000		753,200
					2,129,302

Electric Utilities (0.7%)
Progress Energy, Inc.			20,411		1,108,930
Southern Co.			4,640		211,398
					1,320,328

Continued

Strategic Income

Schedule of Investments, continued
January 31, 2012 (Unaudited)


	Shares		Value
Common Stocks, continued
Electrical Equipment (0.5%)
Rockwell Automation, Inc.		13,500	$	1,050,661

Gas Utilities (0.6%)
Oneok, Inc.		15,712		1,306,610

Multi-Utilities (0.4%)
Wisconsin Energy Corp.		24,910		846,940

Pharmaceuticals (1.0%)
Novartis AG, ADR		11,500		625,140
Pfizer, Inc.		69,768		1,493,035
				2,118,175

Real Estate Investment Trusts (2.5%)
Annaly Capital Management, Inc.		98,601		1,660,441
Hospitality Properties Trust		35,000		848,050
Starwood Property Trust, Inc.		97,000		1,910,900
UDR, Inc.		32,000		832,640
				5,252,031

Telecommunication Services (1.0%)
Telstra Corp., Ltd.	AUD	560,000		1,979,765

Tobacco (1.2%)
Altria Group, Inc.	$	31,850		904,540
Philip Morris International, Inc.		19,515		1,459,137
				2,363,677

Total Common Stocks				18,367,489

Investment Companies (5.0%)
American Income Fund, Inc.		135,400		1,058,828
Eaton Vance Tax-Advantaged Dividend Income Fund		23,600		372,408
Invesco Van Kampen Senior Income Trust		152,000		693,120
iShares Barclays Aggregate Bond Fund		35,000		3,886,750
iShares S&P U.S. Preferred Stock Index Fund		115,000		4,386,100

Total Investment Companies				10,397,206

Convertible Preferred Stocks (3.2%)
Commercial Banks (0.8%)
Wells Fargo & Co., Series L, 7.50%		1,490		1,631,550

Electric – Integrated (0.5%)
NextEra Energy, Inc., 8.38%		20,000		1,010,000

Gold Mining (0.9%)
AngloGold Ashanti Holdings Finance PLC, 6.00%		37,550		1,896,275

Oil, Gas & Consumable Fuels (0.5%)
Apache Corp., Series D, 6.00%		17,500		1,005,025

Real Estate Investment Trusts (0.5%)
Health Care, Inc., Series I, 6.50%		20,000		1,069,000

Total Convertible Preferred Stocks				6,611,850

Preferred Stocks (34.5%)
Capital Markets (0.8%)
Ameriprise Financial, Inc., 7.75%		55,000		1,555,400

Cellular Telecom (0.6%)
United States Cellular Corp., 6.95%		46,700		1,238,951

Closed-end Funds (0.6%)
Source Capital, Inc., 2.40%		35,600		1,241,016

Commercial Banks (0.7%)
First Niagara Financial Group, Inc., Series B, 8.63%		37,000		996,410
U.S. Bancorp, Series B, 3.50%		20,000		448,000
				1,444,410

Commercial Banks Non-U.S. (1.1%)
Lloyds Banking Group PLC, 7.75% ^(d)		87,000		2,245,470

Commercial Banks – Southern U.S. (1.3%)
BB&T Capital Trust VI, 9.60%		36,000		955,800
BB&T Capital Trust VII, 8.10%		40,000		1,046,800
First Tennessee Bank NA, 3.75%		1,000		664,062
				2,666,662

Diversified Financial Services (1.5%)
Citigroup Capital VII, 7.13%		74,225		1,877,892
Citigroup Capital XII, 8.50%		20,000		515,400
Citigroup Capital XIII, 7.88%		30,000		808,200
				3,201,492

Electric – Integrated (2.8%)
DTE Energy Co., 6.50%		51,000		1,377,000
Entergy Louisiana LLC, 5.88%		20,000		547,200
Entergy Mississippi, Inc., 6.00%		30,000		870,000
SCANA Corp., 7.70%		5		145
Southern California Edison Co., 4.52% ^{(a) (d)}		21,150		2,095,965
Xcel Energy, Inc., 7.60%		33,000		897,600
				5,787,910

Finance – Credit Card (0.5%)
MBNA Capital, Series D, 8.13%		40,466		1,015,292

Finance – Investment Banker / Broker (2.5%)
Credit Suisse, Ltd., 7.90%		71,800		1,885,468
JP Morgan Chase Capital XXIX, 6.70%		47,300		1,216,556
Merrill Lynch Preferred Capital Trust III, 7.00%		24,800		580,816
Morgan Stanley Capital Trust VIII, 6.45%		43,100		1,050,347
Stifel Financial Corp., 6.70%		18,500		471,750
				5,204,937

Finance – Mortgage Loan / Banker (0.3%)
Countrywide Capital IV, 6.75%		26,500		607,910

Financial Guarantee Insurance (0.6%)
Assured Guaranty Municipal Holdings, Inc., 6.25%		50,000		1,201,565

Independent Power Producers & Energy Traders (0.3%)
Constellation Energy Group, Inc., Series A, 8.63%		23,000		622,610

Continued

Strategic Income

Schedule of Investments, continued
January 31, 2012 (Unaudited)


	Shares		Value
Preferred Stocks, continued
Insurance (2.5%)
Endurance Specialty Holdings, Ltd., Series B, 7.50%		100,250	$	2,652,615
MetLife, Inc., Series A, 4.00%		59,000		1,400,070
RenaissanceRe Holdings, Ltd., Series D, 6.60%		44,235		1,125,781
				5,178,466

Investment Management / Advisor Services (0.4%)
Deutsche Bank Contingent Capital Trust III, 7.60%		36,000		891,000

Life / Health Insurance (1.1%)
AAG Holding Co., Inc., 7.25%		15,200		383,192
Aviva PLC, 8.25%		70,400		1,827,584
				2,210,776

Multi-line Insurance (1.0%)
Allianz SE, 8.38%		30,000		788,439
American Financial Group, Inc., 7.00%		46,000		1,189,100
				1,977,539

Real Estate Investment Trusts (10.4%)
CBL & Associates Properties, Inc., Series D, 7.38%		121,500		3,033,855
CommonWealth, Series E, 7.25%		20,000		498,400
Digital Realty Trust, Inc., Series E, 7.00%		56,000		1,437,520
Duke Realty Corp., Series K, 6.50%		36,000		899,640
Duke Realty Corp., Series L, 6.60%		36,500		915,055
Duke Realty Corp., Series M, 6.95%		21,992		552,219
Equity Residential, Series N, 6.48% ^(d)		51,350		1,295,561
Harris Preferred Capital Corp., Series A, 7.38%		31,800		810,264
Kimco Realty Corp., Series H, 6.90%		70,000		1,943,200
PS Business Parks, Inc., Series O, 7.38%		32,500		819,000
PS Business Parks, Inc., Series S, 6.45%		46,000		1,151,840
Public Storage, 5.90%		92,000		2,309,200
Public Storage, Series L, 6.75%		19,459		490,172
Public Storage, Series P, 6.50%		37,000		992,710
Realty Income Corp.		70,800		1,770,000
Vornado Realty L.P., 7.88% ^(d)		73,775		2,065,700
Vornado Realty Trust, Series J, 6.88%		26,000		690,040
				21,674,376

Special Purpose Entity (0.8%)
Corporate-Backed Trust Certificates, 6.25%		80,500		1,677,260

Super-Regional Banks – U.S. (2.0%)
National City Capital Trust III, 6.63%		20,000		509,200
US Bancorp, Series F, 6.50%		73,200		1,873,466
USB Capital XII, 6.30%		40,000		1,016,800
Wells Fargo Capital XII, 7.88%		30,000		795,300
				4,194,766

Telephone – Integrated (0.7%)
Telephone & Data Systems, Inc., 6.88%		57,000		1,498,530

Television (0.9%)
CBS Corp., 6.75%		74,500		1,896,770

Transportation – Marine (1.1%)
Seaspan Corp., Series C, 9.50%		85,050		2,342,277

Total Preferred Stocks				71,575,385

Investments in Affiliates (3.3%)
Fifth Third Institutional Money Market Fund ^(c)		6,898,813		6,898,813

Total Investments in Affiliates				6,898,813

Total Investments (Cost $202,475,074) – 101.9%				211,380,002

Liabilities in excess of other assets – (1.9%)				(3,907,758	)

NET ASSETS – 100.0%			$	207,472,244

Notes to Schedule of Investments


(a)	Variable rate security. Rate presented represents rate in effect at January 31, 2012.

(b)	Rule 144A, Section 4(2) or other security which is restricted as to resale to institutional investors. The Fund’s advisor has deemed this security to be liquid based upon procedures approved by the Board of Trustees.

(c)	Investment is in Institutional Shares of underlying fund.

(d)	All or part of this security has been designated as collateral for forward foreign currency contracts.

(e)	Illiquid Securities.

(f)	Perpetual Maturity. Callable any time after first call date. Maturity date is next call date.

(g)	Stated interest rate is contingent upon sufficient collateral market value. If collateral market value falls below a stated level, the issuer will either initiate a clean-up call or increase the stated interest rate.

The following abbreviations are used in the Schedule of Investments:
ABS – Asset-Backed Security
ADR – American Depositary Receipt
BRL – Brazilian Real
CAD – Canadian Dollar
CMBS – Commercial Mortgage-Backed Security
CMO – Collateralized Mortgage Obligation
GBP – British Pound
IO – Interest Only
NZD – New Zealand Dollar
PAC – Planned Amortization Class
PLN – Polish Zloty
WL – Whole Loan

Continued

Strategic Income

Schedule of Investments, continued

January 31, 2012 (Unaudited)

At January 31, 2012, Strategic Income’s investments were in the following countries:


Country
Australia	1.4	%
Bermuda	1.8	%
Brazil	1.0	%
Canada	1.5	%
Cayman Islands	0.2	%
France	0.4	%
Germany	0.4	%
Great Britain	2.6	%
Isle Of Man	1.4	%
Luxembourg	0.4	%
Marshall Island	1.1	%
New Zealand	1.9	%
Poland	1.1	%
South Korea	1.1	%
Switzerland	1.2	%
United States	82.5	%
Total	100.0	%

See notes to schedules of investments
and notes to financial statements.

LifeModel Aggressive^SM

Schedule of Investments

January 31, 2012 (Unaudited)


	Shares		Value
Investments in Affiliates ^(a)(100.1%)
Fifth Third All Cap Value Fund		561,158	$	8,922,406
Fifth Third Disciplined Large Cap Value Fund		1,447,873		15,593,595
Fifth Third Institutional Money Market Fund		3,449,859		3,449,859
Fifth Third International Equity Fund		1,903,280		13,798,779
Fifth Third Mid Cap Growth Fund *		748,959		8,912,609
Fifth Third Quality Growth Fund *		985,219		16,778,277
Fifth Third Short Term Bond Fund		108,442		1,034,540
Fifth Third Small Cap Growth Fund *		529,128		4,576,958
Fifth Third Small Cap Value Fund		242,303		4,528,646
Fifth Third Strategic Income Fund		187,719		1,978,557
Fifth Third Structured Large Cap Plus Fund		1,365,266		17,666,538
Fifth Third Total Return Bond Fund		111,180		1,046,204

Total Investments in Affiliates				98,286,968

Total Investments (Cost $88,678,344) – 100.1%				98,286,968

Liabilities in excess of other assets – (0.1%)				(92,625	)

NET ASSETS – 100.0%			$	98,194,343


Notes to Schedule of Investments

*	Non-income producing security.

(a)	Investment is in Institutional Shares of underlying fund.

See notes to schedules of investments
and notes to financial statements.

LifeModel Moderately Aggressive^SM

Schedule of Investments

January 31, 2012 (Unaudited)


	Shares		Value
Investments in Affiliates ^(a)(100.1%)
Fifth Third All Cap Value Fund		732,546	$	11,647,480
Fifth Third Disciplined Large Cap Value Fund		1,903,828		20,504,227
Fifth Third Institutional Money Market Fund		5,173,606		5,173,606
Fifth Third International Equity Fund		2,594,466		18,809,878
Fifth Third Mid Cap Growth Fund *		972,828		11,576,651
Fifth Third Quality Growth Fund *		1,293,718		22,032,023
Fifth Third Short Term Bond Fund		1,013,821		9,671,857
Fifth Third Small Cap Growth Fund *		715,438		6,188,540
Fifth Third Small Cap Value Fund		355,819		6,650,257
Fifth Third Strategic Income Fund		470,780		4,962,016
Fifth Third Structured Large Cap Plus Fund		1,680,231		21,742,182
Fifth Third Total Return Bond Fund		2,715,062		25,548,737

Total Investments in Affiliates				164,507,454

Total Investments (Cost $148,216,616) – 100.1%				164,507,454

Liabilities in excess of other assets – (0.1%)				(110,578	)

NET ASSETS – 100.0%			$	164,396,876


Notes to Schedule of Investments

*	Non-income producing security.

(a)	Investment is in Institutional Shares of underlying fund.

See notes to schedules of investments
and notes to financial statements.

LifeModel Moderate^SM

Schedule of Investments

January 31, 2012 (Unaudited)


	Shares		Value
Investments in Affiliates ^(a)(100.1%)
Fifth Third All Cap Value Fund		790,720	$	12,572,448
Fifth Third Disciplined Large Cap Value Fund		2,161,773		23,282,302
Fifth Third Institutional Money Market Fund		8,222,138		8,222,138
Fifth Third International Equity Fund		2,532,806		18,362,841
Fifth Third Mid Cap Growth Fund *		1,063,441		12,654,951
Fifth Third Quality Growth Fund *		1,319,460		22,470,413
Fifth Third Short Term Bond Fund		2,624,622		25,038,891
Fifth Third Small Cap Growth Fund *		668,784		5,784,979
Fifth Third Small Cap Value Fund		332,351		6,211,646
Fifth Third Strategic Income Fund		1,119,877		11,803,500
Fifth Third Structured Large Cap Plus Fund		1,750,222		22,647,875
Fifth Third Total Return Bond Fund		6,974,636		65,631,326

Total Investments in Affiliates				234,683,310

Total Investments (Cost $217,823,174) – 100.1%				234,683,310

Liabilities in excess of other assets – (0.1%)				(148,398	)

NET ASSETS – 100.0%			$	234,534,912


Notes to Schedule of Investments

*	Non-income producing security.

(a)	Investment is in Institutional Shares of underlying fund.

See notes to schedules of investments
and notes to financial statements.

LifeModel Moderately Conservative^SM

Schedule of Investments

January 31, 2012 (Unaudited)


	Shares		Value
Investments in Affiliates ^(a)(99.8%)
Fifth Third All Cap Value Fund		123,551	$	1,964,457
Fifth Third Disciplined Large Cap Value Fund		340,205		3,664,011
Fifth Third Institutional Money Market Fund		2,094,901		2,094,901
Fifth Third International Equity Fund		433,480		3,142,730
Fifth Third Mid Cap Growth Fund *		163,443		1,944,966
Fifth Third Quality Growth Fund *		223,133		3,799,960
Fifth Third Short Term Bond Fund		692,222		6,603,795
Fifth Third Small Cap Growth Fund *		124,114		1,073,587
Fifth Third Small Cap Value Fund		61,725		1,153,633
Fifth Third Strategic Income Fund		237,939		2,507,881
Fifth Third Structured Large Cap Plus Fund		273,601		3,540,393
Fifth Third Total Return Bond Fund		1,851,166		17,419,475

Total Investments in Affiliates				48,909,789

Total Investments (Cost $45,089,658) – 99.8%				48,909,789

Other assets in excess of liabilities – 0.2%				95,374

NET ASSETS – 100.0%			$	49,005,163


Notes to Schedule of Investments

*	Non-income producing security.

(a)	Investment is in Institutional Shares of underlying fund.

See notes to schedules of investments
and notes to financial statements.

LifeModel Conservative^SM

Schedule of Investments

January 31, 2012 (Unaudited)


	Shares		Value
Investments in Affiliates ^(a)(99.9%)
Fifth Third All Cap Value Fund		54,103	$	860,230
Fifth Third Disciplined Large Cap Value Fund		144,107		1,552,032
Fifth Third Institutional Money Market Fund		2,363,126		2,363,126
Fifth Third International Equity Fund		172,862		1,253,247
Fifth Third Mid Cap Growth Fund *		71,606		852,112
Fifth Third Quality Growth Fund *		92,558		1,576,261
Fifth Third Short Term Bond Fund		743,567		7,093,630
Fifth Third Small Cap Growth Fund *		44,756		387,139
Fifth Third Small Cap Value Fund		21,661		404,851
Fifth Third Strategic Income Fund		187,614		1,977,455
Fifth Third Structured Large Cap Plus Fund		111,455		1,442,222
Fifth Third Total Return Bond Fund		2,109,264		19,848,176

Total Investments in Affiliates				39,610,481

Total Investments (Cost $38,567,059) – 99.9%				39,610,481

Other assets in excess of liabilities – 0.1%				26,585

NET ASSETS – 100.0%			$	39,637,066


Notes to Schedule of Investments

*	Non-income producing security.

(a)	Investment is in Institutional Shares of underlying fund.

See notes to schedules of investments
and notes to financial statements.

High Yield Bond

Schedule of Investments
January 31, 2012 (Unaudited)


	Principal Amount		Value
Convertible Bonds (0.2%)
Building Products – Cement & Aggregate (0.2%)
US Concrete, Inc., 9.50%, 8/31/15 ^(b)	$	201,000	$	200,498

Total Convertible Bonds				200,498

Corporate Bonds (85.1%)
Aerospace & Defense (1.3%)
BE Aerospace, Inc., 8.50%, 7/1/18, (Callable 7/1/13 @ 104.25)		196,000		216,090
TransDigm, Inc., 7.75%, 12/15/18, (Callable 12/15/14 @ 103.875)		750,000		821,250
				1,037,340

Airlines (0.5%)
American Airlines Pass Through Trust, Series 2009-1A, 10.38%, 7/2/19		198,494		215,366
Continental Airlines Pass Through Trust, Series RJO3, 7.88%, 1/2/20		142,230		141,519
				356,885

Athletic Equipment (0.6%)
Icon Health & Fitness, 11.88%, 10/15/16, (Callable 10/15/13 @ 105.938) ^(b)		621,000		489,038

Auto / Truck Parts & Equipment – Original (3.7%)
Accuride Corp., 9.50%, 8/1/18, (Callable 8/1/14 @ 104.75)		165,000		169,950
Cooper-Standard Automotive, Inc., 8.50%, 5/1/18, (Callable 5/1/14 @ 104.25)		245,000		260,312
Tenneco, Inc., 6.88%, 12/15/20, (Callable 12/15/15 @ 103.438)		166,000		176,375
Tenneco, Inc., 7.75%, 8/15/18, (Callable 8/15/14 @ 103.875)		700,000		754,250
Tomkins LLC / Tomkins, Inc., 9.00%, 10/1/18, (Callable 10/1/14 @ 104.5)		231,000		255,833
Tower Automotive Holdings USA LLC / TA Holdings Finance, Inc., 10.63%, 9/1/17, (Callable 9/1/14 @ 105.313) ^(b)		335,000		355,100
Visteon Corp., 6.75%, 4/15/19, (Callable 4/15/14 @ 105.063)		1,000,000		987,500
				2,959,320

Auto / Truck Parts & Equipment – Replacement (0.3%)
Exide Technologies, 8.63%, 2/1/18, (Callable 2/1/15 @ 104.313)		333,000		274,725

Auto – Cars / Light Trucks (0.5%)
Chrysler Group LLC/CG Co-Issuer, Inc., 8.25%, 6/15/21, (Callable 6/15/16 @ 104.125) ^(b)		440,000		420,200

Broadcast Service / Program (0.1%)
Clear Channel Worldwide Holdings, Inc., Series B, 9.25%, 12/15/17, (Callable 12/15/12 @ 106.9375)		79,000		87,098

Building & Construction Products – Miscellaneous (1.0%)
Gibraltar Industries, Inc., Series B, 8.00%, 12/1/15, (Callable 3/2/12 @ 102.667)		750,000		766,875

Building – Heavy Construction (1.0%)
Tutor Perini Corp., 7.63%, 11/1/18, (Callable 11/1/14 @ 103.813)		845,000		821,762

Building – Residential / Commercial (1.8%)
Meritage Homes Corp., 7.15%, 4/15/20		1,025,000		1,037,812
Pulte Group, Inc., 6.38%, 5/15/33		539,000		409,640
				1,447,452

Cable / Satellite TV (3.5%)
Cablevision Systems Corp., 8.00%, 4/15/20		250,000		273,750
Cablevision Systems Corp., 8.63%, 9/15/17		350,000		390,250
CCO Holdings LLC / CCO Holdings Capital Corp., 6.50%, 4/30/21, (Callable 4/30/15 @ 104.875)		239,000		248,560
CCO Holdings LLC / CCO Holdings Capital Corp., 7.00%, 1/15/19, (Callable 1/15/14 @ 105.25)		59,000		62,688
CCO Holdings LLC / CCO Holdings Capital Corp., 7.88%, 4/30/18, (Callable 4/30/13 @ 105.906)		344,000		373,240
CCO Holdings LLC / CCO Holdings Capital Corp., 8.13%, 4/30/20, (Callable 4/30/15 @ 104.063)		215,000		237,844
Cequel Communications Holdings I LLC and Cequel Capital Corp., 8.63%, 11/15/17, (Callable 11/15/12 @ 106.469) ^(b)		440,000		468,600
DISH DBS Corp., 7.88%, 9/1/19		309,000		356,122
Insight Communications Co., Inc., 9.38%, 7/15/18, (Callable 7/15/13 @ 107.031) ^(b)		352,000		399,080
				2,810,134

Capacitors (0.9%)
Kemet Corp., 10.50%, 5/1/18, (Callable 5/1/14 @ 105.25)		647,000		689,055

Cellular Telecom (2.6%)
Cricket Communications, Inc., 7.75%, 10/15/20, (Callable 10/15/15 @ 103.875)		112,000		106,680
MetroPCS Wireless, Inc., 7.88%, 9/1/18, (Callable 9/1/14 @ 103.938)		233,000		245,815
NII Capital Corp., 7.63%, 4/1/21, (Callable 4/1/16 @ 103.813)		827,000		847,675
Sprint Capital Corp., 6.88%, 11/15/28		239,000		177,159
Sprint Nextel Corp., 9.00%, 11/15/18 ^(b)		617,000		664,817
				2,042,146

Chemicals – Diversified (0.7%)
LyondellBasell Industries NV, 6.00%, 11/15/21 ^(b)		500,000		543,750

Continued

High Yield Bond

Schedule of Investments, continued
January 31, 2012 (Unaudited)


	Principal Amount		Value
Corporate Bonds, continued
Chemicals – Plastics (0.1%)
PolyOne Corp., 7.38%, 9/15/20, (Callable 9/15/15 @ 103.688)	$	106,000	$	114,215

Coal (2.7%)
Cloud Peak Energy Resources LLC/Cloud Peak Energy Finance Corp., 8.50%, 12/15/19, (Callable 12/15/14 @ 104.25)		304,000		332,120
Consol Energy, Inc., 8.00%, 4/1/17, (Callable 4/1/14 @ 104)		106,000		114,480
Consol Energy, Inc., 8.25%, 4/1/20, (Callable 4/1/15 @ 104.125)		106,000		114,877
Peabody Energy Corp., 6.00%, 11/15/18 ^(b)		707,000		728,210
Penn Virginia Resource Partners L.P./Penn Virginia Resource Finance Corp., 8.25%, 4/15/18, (Callable 4/15/14 @ 104.125)		841,000		866,230
				2,155,917

Commercial Banks – Eastern U.S. (1.1%)
CIT Group, Inc., 7.00%, 5/2/16, (Callable 3/2/12 @ 100)		859,000		862,221
CIT Group, Inc., 7.00%, 5/2/17, (Callable 3/2/12 @ 100)		17,000		17,043
				879,264

Commercial Services (0.4%)
Liberty Tire Recycling, 11.00%, 10/1/16, (Callable 10/1/13 @ 105.5) ^(b)		340,000		317,900

Construction Materials (0.5%)
Vulcan Materials Co., 7.50%, 6/15/21		350,000		382,375

Consumer Products – Miscellaneous (0.4%)
Central Garden and Pet Co., 8.25%, 3/1/18, (Callable 3/1/14 @ 104.125)		327,000		329,453

Containers – Metal / Glass (0.1%)
BWAY Holding Co., 10.00%, 6/15/18, (Callable 6/15/14 @ 105)		100,000		109,000

Data Processing / Management (0.8%)
First Data Corp., 8.25%, 1/15/21, (Callable 1/15/16 @ 104.125) ^(b)		243,000		224,775
First Data Corp., 8.88%, 8/15/20, (Callable 8/15/15 @ 104.438) ^(b)		331,000		352,515
First Data Corp., 9.88%, 9/24/15, (Callable 3/2/12 @ 104.938)		56,000		54,880
				632,170

Diversified Banks (0.5%)
Ally Financial, Inc., 7.38%, 12/16/44, (Callable 2/29/12 @ 25) ^(f)		18,226		410,996

Diversified Manufacturing Operations (1.8%)
Amsted Industries, Inc., 8.13%, 3/15/18, (Callable 3/15/14 @ 104.063) ^(b)		420,000		453,600
Griffon Corp., 7.13%, 4/1/18, (Callable 4/1/14 @ 105.344)		261,000		264,915
JM Huber Corp., 9.88%, 11/1/19, (Callable 11/1/15 @ 104.938) ^(b)		356,000		370,240
Koppers, Inc., 7.88%, 12/1/19, (Callable 12/1/14 @ 103.938)		296,000		312,280
				1,401,035

Electric – Generation (0.8%)
AES Corp. (The), 7.38%, 7/1/21 ^(b)		180,000		198,900
AES Corp. (The), 8.00%, 10/15/17		400,000		449,000
				647,900

Electric – Integrated (0.1%)
North American Energy Alliance LLC/North American Energy Alliance Finance Corp., 10.88%, 6/1/16, (Callable 6/1/13 @ 105.438) ^(b)		101,000		110,595

Finance – Consumer Loans (0.9%)
SLM Corp., 6.00%, 1/25/17		725,000		729,369

Finance – Leasing Company (1.1%)
International Lease Finance Corp., 6.38%, 3/25/13		863,000		874,866

Finance – Mortgage Servicing (0.3%)
PHH Corp., 9.25%, 3/1/16		246,000		236,160

Food – Meat Products ^(b)(1.4%)
JBS USA LLC / JBS USA Finance, Inc., 7.25%, 6/1/21, (Callable 6/1/15 @ 105.438)		918,000		869,805
JBS USA LLC / JBS USA Finance, Inc., 8.25%, 2/1/20, (Callable 2/1/15 @ 106.188)		200,000		201,500
				1,071,305

Food – Miscellaneous / Diversified ^(b)(1.4%)
Del Monte Corp., 7.63%, 2/15/19, (Callable 2/15/14 @ 103.813)		351,000		345,296
Post Holdings, Inc., 7.38%, 2/15/22, (Callable 2/15/17 @ 103.688) ^{(b) (e)}		733,000		758,655
				1,103,951

Food – Retail (0.8%)
BI-LO LLC / BI-LO Finance Corp., 9.25%, 2/15/19, (Callable 2/15/15 @ 104.625) ^(b)		434,000		456,785
Ingles Markets, Inc., 8.88%, 5/15/17, (Callable 5/15/13 @ 104.438)		132,000		144,540
				601,325

Continued

High Yield Bond

Schedule of Investments, continued
January 31, 2012 (Unaudited)


	Principal Amount		Value
Corporate Bonds, continued
Funeral Services & Related Items (1.6%)
Service Corp. International, 8.00%, 11/15/21	$	540,000	$	621,000
Stewart Enterprises, Inc., 6.50%, 4/15/19, (Callable 4/15/14 @ 104.875)		250,000		256,250
Stonemor Operating LLC / Cornerstone Family Services of WV / Osiris Holding, 10.25%, 12/1/17, (Callable 12/1/13 @ 105.125)		389,000		357,880
				1,235,130

Gas – Transportation (1.3%)
Sabine Pass Liquified Natural Gas L.P., 7.25%, 11/30/13		1,034,000		1,070,190

Home Furnishings (0.2%)
Sealy Mattress Co., 8.25%, 6/15/14, (Callable 3/2/12 @ 101.375)		130,000		121,550

Independent Power Producer (1.3%)
Calpine Corp., 7.50%, 2/15/21, (Callable 11/1/15 @ 103.75) ^(b)		290,000		308,850
Calpine Corp., 7.88%, 1/15/23, (Callable 1/15/17 @ 103.938) ^(b)		400,000		429,000
GenOn Energy, Inc., 7.63%, 6/15/14		85,000		85,000
NRG Energy, Inc., 7.88%, 5/15/21, (Callable 5/15/16 @ 103.938) ^(b)		182,000		172,900
				995,750

Machinery – Farm (1.4%)
Case New Holland, Inc., 7.88%, 12/1/17		946,000		1,090,265

Media (0.5%)
AMC Networks, Inc., 7.75%, 7/15/21, (Callable 7/15/16 @ 103.875) ^(b)		337,000		370,279

Medical Instruments (0.3%)
Accellent, Inc., 8.38%, 2/1/17, (Callable 2/1/13 @ 106.281)		244,000		247,050

Medical Products (0.2%)
Universal Hospital Services, Inc., 4.12%, 6/1/15, (Callable 3/2/12 @ 100) ^(a)		175,000		164,063

Medical – Drugs (0.8%)
Axcan Pharma, Inc., 12.75%, 3/1/16, (Callable 3/2/12 @ 106.375)		350,000		372,750
Grifols, Inc., 8.25%, 2/1/18, (Callable 2/1/14 @ 106.188)		230,000		252,425
				625,175

Medical – Hospitals (2.3%)
Capella Healthcare, Inc., 9.25%, 7/1/17, (Callable 7/1/13 @ 106.938)		736,000		748,880
HCA, Inc., 6.50%, 2/15/20		992,000		1,051,520
				1,800,400
Medical – Outpatient / Home Medical (1.1%)
Apria Healthcare Group, Inc., 11.25%, 11/1/14, (Callable 3/2/12 @ 105.625)		564,000		588,675
Res-Care, Inc., 10.75%, 1/15/19, (Callable 1/15/15 @ 105.375)		294,000		317,520
				906,195

Metal Processors & Fabricators (0.6%)
Dynacast International LLC/Dynacast Finance, Inc., 9.25%, 7/15/19, (Callable 7/15/15 @ 104.625) ^(b)		457,000		463,855

Metal – Aluminum (0.7%)
Aleris International, Inc., 7.63%, 2/15/18, (Callable 2/15/14 @ 105.719) ^(b)		518,000		524,475

Multi-line Insurance (0.4%)
MetLife, Inc., 10.75%, 8/1/69, (Callable 8/1/34 @ 100)		250,000		347,625

Multimedia (0.5%)
Entravision Communications Corp., 8.75%, 8/1/17, (Callable 8/1/13 @ 106.563)		358,000		366,950

Oil & Gas Drilling (0.4%)
Atwood Oceanics, Inc., 6.50%, 2/1/20, (Callable 2/1/16 @ 103.25)		300,000		310,500

Oil & Gas Exploration & Production (3.1%)
Berry Petroleum Co., 8.25%, 11/1/16, (Callable 3/2/12 @ 104.125)		426,000		444,105
Chesapeake Energy Corp., 6.63%, 8/15/20		444,000		446,220
Hilcorp Energy I L.P./Hilcorp Finance Co., 7.63%, 4/15/21, (Callable 10/1/15 @ 103.813) ^(b)		170,000		184,450
Linn Energy LLC / Linn Energy Finance Corp., 8.63%, 4/15/20, (Callable 4/15/15 @ 104.313)		1,080,000		1,198,800
Newfield Exploration Co., 6.88%, 2/1/20, (Callable 2/1/15 @ 103.438)		188,000		201,160
				2,474,735

Oil Field Services (2.5%)
Basic Energy Services, Inc., 7.13%, 4/15/16, (Callable 3/2/12 @ 103.563)		457,000		461,570
Basic Energy Services, Inc., 7.75%, 2/15/19, (Callable 2/15/15 @ 103.875)		293,000		298,127
Exterran Holdings, Inc., 7.25%, 12/1/18, (Callable 12/1/13 @ 105.438)		700,000		665,000
Helix Energy Solutions Group, Inc., 9.50%, 1/15/16, (Callable 3/2/12 @ 104.75) ^(b)		256,000		268,800
Pioneer Drilling Co., 9.88%, 3/15/18, (Callable 3/15/14 @ 104.938) ^(b)		250,000		266,250
				1,959,747

Continued

High Yield Bond

Schedule of Investments, continued

January 31, 2012 (Unaudited)


	Principal Amount		Value
Corporate Bonds, continued
Oil Refining & Marketing (0.7%)
Coffeyville Resources LLC/ Coffeyville Finance, Inc., 10.88%, 4/1/17, (Callable 4/1/13 @ 108.156) ^(b)	$	520,000	$	582,400

Paper & Related Products ^(b)(1.5%)
Longview Fibre Paper & Packaging, Inc., 8.00%, 6/1/16, (Callable 6/1/13 @ 104)		680,000		711,450
Reynolds Group Issuer, Inc./ Reynolds Group Issuer LLC, 7.13%, 4/15/19, (Callable 10/15/14 @ 103.563)		400,000		420,000
Reynolds Group Issuer, Inc./ Reynolds Group Issuer LLC, 8.75%, 10/15/16, (Callable 10/15/12 @ 103.875)		60,000		63,900
				1,195,350

Pharmacy Services (1.8%)
Omnicare, Inc., 7.75%, 6/1/20, (Callable 6/1/15 @ 103.875)		1,313,000		1,454,147

Pipelines (8.9%)
Atlas Pipeline Partners L.P., 8.75%, 6/15/18, (Callable 6/15/13 @ 104.375)		728,000		780,780
Crestwood Midstream Partners L.P./Crestwood Midstream Finance Corp., 7.75%, 4/1/19, (Callable 4/1/15 @ 103.875) ^(b)		304,000		306,280
Crosstex Energy L.P. / Crosstex Energy Finance Corp., 8.88%, 2/15/18, (Callable 2/15/14 @ 104.438)		350,000		379,750
Enterprise Products Operating LLC, 7.00%, 6/1/67, (Callable 6/1/17 @ 100) ^(a)		1,000,000		985,000
Enterprise Products Operating LLC, Series A, 8.38%, 8/1/66, (Callable 8/1/16 @ 100) ^(a)		346,000		373,680
Genesis Energy L.P. / Genesis Energy Finance Corp., 7.88%, 12/15/18, (Callable 12/15/14 @ 103.938) ^(b)		835,000		855,405
Martin Midstream Partners L.P./Martin Midstream Finance Corp., 8.88%, 4/1/18, (Callable 4/1/14 @ 104.438)		906,000		937,710
NGPL PipeCo LLC, 6.51%, 12/15/12 ^(b)		351,000		338,079
Regency Energy Partners L.P./Regency Energy Finance Corp., 6.88%, 12/1/18, (Callable 12/1/14 @ 103.438)		600,000		651,000
Targa Resources Partners L.P./Targa Resources Partners Finance Corp., 6.38%, 8/1/22, (Callable 2/1/17 @ 103.188) ^(b)		500,000		506,875
Targa Resources Partners L.P./Targa Resources Partners Finance Corp., 6.88%, 2/1/21, (Callable 2/1/16 @ 103.438) ^(b)		675,000		703,687
Targa Resources Partners L.P./Targa Resources Partners Finance Corp., 7.88%, 10/15/18, (Callable 10/15/14 @ 103.938)		250,000		268,750
				7,086,996

Printing – Commercial (1.8%)
Cenveo Corp., 7.88%, 12/1/13, (Callable 3/2/12 @ 100)		362,000		295,030
Cenveo Corp., 8.88%, 2/1/18, (Callable 2/1/14 @ 104.438)		1,088,000		968,320
RR Donnelley & Sons Co., 7.25%, 5/15/18		61,000		55,815
RR Donnelley & Sons Co., 7.63%, 6/15/20		132,000		117,810
				1,436,975

Real Estate Investment Trusts (1.6%)
MPT Operating Partnership LP/MPT Finance Corp., 6.88%, 5/1/21, (Callable 5/1/16 @ 103.438)		723,000		750,113
Omega Healthcare Investors, Inc., 6.75%, 10/15/22, (Callable 10/15/15 @ 103.375)		495,000		524,700
				1,274,813

Recreational Centers (0.7%)
Equinox Holdings, Inc., 9.50%, 2/1/16, (Callable 2/1/13 @ 104.75)^(b)		540,000		564,300

Rental Auto / Equipment (0.4%)
United Rentals North America, Inc., 9.25%, 12/15/19, (Callable 12/15/14 @ 104.625)		308,000		340,340

Retail – Automobile (0.5%)
Asbury Automotive Group, Inc., 7.63%, 3/15/17, (Callable 3/15/12 @ 103.813) ^(d)		18,000		18,383
Autonation, Inc., 5.50%, 2/1/20		355,000		357,662
				376,045

Retail – Mail Order (0.6%)
QVC, Inc., 7.50%, 10/1/19, (Callable 10/1/14 @ 103.75) ^(b)		419,000		458,281

Retail – Propane Distributors (0.9%)
AmeriGas Finance LLC/AmeriGas Finance Corp., 7.00%, 5/20/22, (Callable 5/20/17 @ 103.5)		673,000		674,683

Rubber – Tires (0.4%)
Goodyear Tire & Rubber Co. (The), 8.75%, 8/15/20		314,000		344,615

Satellite Telecom ^(b)(0.1%)
EH Holding Corp., 6.50%, 6/15/19		63,000		65,599
EH Holding Corp., 7.63%, 6/15/21		17,000		17,935
				83,534

Continued

High Yield Bond

Schedule of Investments, continued

January 31, 2012 (Unaudited)


	Principal Amount		Value
Corporate Bonds, continued
Special Purpose Entity (0.5%)
Holly Energy Partners L.P./Holly Energy Finance Corp., 8.25%, 3/15/18, (Callable 3/15/14 @ 104.125) ^(b)	$	400,000	$	424,000

Steel Pipe & Tube (0.6%)
Mueller Water Products, Inc., 7.38%, 6/1/17, (Callable 6/1/12 @ 103.688)		460,000		439,300

Steel – Producers (2.4%)
AK Steel Corp., 7.63%, 5/15/20, (Callable 5/15/15 @ 103.813)		529,000		522,387
JMC Steel Group, 8.25%, 3/15/18, (Callable 3/15/14 @ 106.188) ^(b)		350,000		358,750
Steel Dynamics, Inc., 7.63%, 3/15/20, (Callable 3/15/15 @ 103.813)		850,000		941,375
United States Steel Corp., 7.38%, 4/1/20		75,000		76,125
				1,898,637

Telecommunication Equipment (1.0%)
CommScope, Inc., 8.25%, 1/15/19, (Callable 1/15/15 @ 104.125) ^(b)		749,000		778,960

Telecommunication Services (0.6%)
TW Telecom Holdings, Inc., 8.00%, 3/1/18, (Callable 3/1/14 @ 104)		66,000		71,445
West Corp., 8.63%, 10/1/18, (Callable 10/1/14 @ 104.313)		417,000		437,850
				509,295

Telephone – Integrated (4.4%)
CenturyLink, Inc., 6.45%, 6/15/21		859,000		904,930
Cincinnati Bell, Inc., 8.25%, 10/15/17, (Callable 10/15/13 @ 104.125)		660,000		678,975
Frontier Communications Corp., 8.50%, 4/15/20		588,000		582,120
Windstream Corp., 7.00%, 3/15/19, (Callable 3/15/12 @ 103.5)		750,000		774,375
Windstream Corp., 7.50%, 4/1/23, (Callable 4/1/16 @ 103.75)		158,000		163,530
Windstream Corp., 7.88%, 11/1/17		319,000		352,495
				3,456,425

Transportation – Marine (0.3%)
Navios South American Logisitcs, Inc./Navios Logistics Finance US, Inc., 9.25%, 4/15/19, (Callable 4/15/14 @ 106.938) ^(b)		312,000		255,840

Vitamins & Nutrition Products (0.3%)
NBTY, Inc., 9.00%, 10/1/18, (Callable 10/1/14 @ 104.5)		250,000		276,250

Web Hosting / Design (0.8%)
Equinix, Inc., 7.00%, 7/15/21, (Callable 7/15/16 @ 103.5)		250,000		271,250
Equinix, Inc., 8.13%, 3/1/18, (Callable 3/1/14 @ 104.063)		344,000		381,840
				653,090

Wire & Cable Products (0.3%)
Belden, Inc., 7.00%, 3/15/17, (Callable 3/15/12 @ 103.5)		210,000		215,250

Wireless Equipment (1.1%)
Viasat, Inc., 8.88%, 9/15/16, (Callable 9/15/12 @ 106.656) ^(d)		814,000		838,420

Total Corporate Bonds				67,545,456

Foreign Bonds (10.2%)
Auto / Truck Parts & Equipment – Original (0.3%)
International Automotive Components Group SL, 9.13%, 6/1/18, (Callable 6/1/15 @ 104.563) ^(b)		264,000		237,600

Building & Construction Products – Miscellaneous (0.4%)
Calcipar SA, 6.88%, 5/1/18, (Callable 5/1/15 @ 103.438) ^(b)		320,000		310,400

Diversified Operations (0.8%)
Stena AB, 7.00%, 12/1/16, (Callable 3/2/12 @ 101.167) ^(d)		711,000		659,453

Electric – Generation (0.5%)
Intergen NV, 9.00%, 6/30/17, (Callable 6/30/12 @ 104.5) ^{(b) (d)}		400,000		424,000

Electric – Integrated (1.0%)
EDP Finance BV, 6.00%, 2/2/18 ^(b)		900,000		783,796

Forestry (0.9%)
Tembec Industries, Inc., 11.25%, 12/15/18, (Callable 12/15/14 @ 105.625)		689,000		723,450

Metal – Aluminum (0.3%)
Novelis, Inc., 8.38%, 12/15/17, (Callable 12/15/13 @ 106.281)		175,000		192,063

Oil & Gas Exploration & Production ^(b)(1.3%)
MEG Energy Corp., 6.50%, 3/15/21, (Callable 3/15/15 @ 104.875)		215,000		224,675
OGX Petroleo e Gas Participacoes SA, 8.50%, 6/1/18, (Callable 6/1/15 @ 104.25)		737,000		761,321
				985,996

Oil Field Services (1.0%)
Expro Finance Luxembourg SCA, 8.50%, 12/15/16, (Callable 12/15/13 @ 104.25) ^(b)		903,000		819,472

Paper & Related Products (1.6%)
Cascades, Inc., 7.75%, 12/15/17, (Callable 12/15/13 @ 103.875)		499,000		515,217
Cascades, Inc., 7.88%, 1/15/20, (Callable 1/15/15 @ 103.938)		720,000		739,800
				1,255,017

Continued

High Yield Bond

Schedule of Investments, continued

January 31, 2012 (Unaudited)


	Principal Amount		Value
Foreign Bonds, continued
Satellite Telecom (0.5%)
Intelsat Jackson Holdings SA, 7.25%, 4/1/19, (Callable 4/1/15 @ 103.625) ^(b)	$	394,000	$	411,730

Telecommunication Services (0.8%)
Wind Acquisition Finance SA, 11.75%, 7/15/17, (Callable 7/15/13 @ 105.875) ^(b)		650,000		643,500

Transportation – Marine (0.8%)
Navios Maritime Holdings, Inc./Navios Maritime Finance II US, Inc., 8.13%, 2/15/19, (Callable 2/15/15 @ 104.063)		848,000		667,800

Total Foreign Bonds				8,114,277

	Shares
Investments in Affiliates (4.0%)
Fifth Third Institutional Money Market Fund ^(c)		3,143,390		3,143,390

Total Investments in Affiliates				3,143,390

Total Investments (Cost $77,753,582) – 99.5%				79,003,621

Other assets in excess of liabilities – 0.5%				364,421

NET ASSETS – 100.0%			$	79,368,042

Notes to Schedule of Investments


(a)	Variable rate security. Rate presented represents rate in effect at January 31, 2012.

(b)	Rule 144A, Section 4(2) or other security which is restricted as to resale to institutional investors. The Fund’s advisor has deemed this security to be liquid based upon procedures approved by the Board of Trustees.

(c)	Investment is in Institutional Shares of underlying fund.

(d)	All or part of this security has been designated as collateral for when issued securities.

(e)	When Issued.

(f)	Senior corporate bond traded for shares

At January 31, 2012, High Yield Bond’s investments were in the following countries:


Country
Brazil	1.0	%
Canada	3.0	%
Luxembourg	2.8	%
Marshall Island	1.2	%
Netherlands	2.2	%
Spain	0.3	%
Sweden	0.8	%
United States	88.7	%
Total	100.0	%

See notes to schedules of investments
and notes to financial statements.

Total Return Bond

Schedule of Investments

January 31, 2012 (Unaudited)


	Principal Amount		Value
Asset-Backed Securities (5.3%)
Credit Card Bullet (0.7%)
1st Financial Bank USA, Series 2010-D, Class A, 3.72%, 6/17/19 ^(b)	$	1,500,000	$	1,539,848

Home Equity Sequential (0.2%)
Residential Funding Mortgage Securities II, Inc., Series 2006-HI3, Class A3, 5.96%, 2/25/36		596,221		540,416

Manufactured Housing ABS Other (1.7%)
Conseco Financial Corp., Series 1998-4, Class A7, 6.87%, 4/1/30 ^(a)		1,449,076		1,527,257
Mid-State Trust, Series 2005-1, Class M2, 7.08%, 1/15/40		2,284,974		2,280,544
				3,807,801

Manufactured Housing Sequential (1.0%)
Vanderbilt Acquisition Loan Trust, Series 2002-1, Class A4, 6.57%, 5/7/27 ^(a)		2,000,148		2,150,073

Other ABS (1.7%)
Aircastle Aircraft Lease Backed Trust, Series 2006-1A, Class G1, 0.56%, 6/20/31 ^{(a) (b)}		1,461,698		1,260,715
First Franklin Mortgage Loan Asset Backed Certificates, Series 2004-FF11, Class 1A2, 0.63%, 1/25/35 ^(a)		51,824		48,492
First Franklin Mortgage Loan Asset Backed Certificates, Series 2005-FFA, Class M3, 6.02%, 3/25/25 ^(j)		600,000		129,662
Renaissance Home Equity Loan Trust, Series 2006-1, Class AF4, 6.01%, 5/25/36 ^(j)		1,645,000		655,993
Residential Asset Mortgage Products, Inc., Series 2003-RZ5, Class A7, 4.97%, 9/25/33 ^(j)		1,545,232		1,546,527
				3,641,389

Total Asset-Backed Securities				11,679,527

Corporate Bonds (22.4%)
Advertising Agencies (1.0%)
Interpublic Group of Cos., Inc. (The), 6.25%, 11/15/14		1,000,000		1,080,000
Omnicom Group, Inc., 4.45%, 8/15/20		1,000,000		1,059,399
				2,139,399

Aerospace & Defense (0.7%)
Boeing Co. (The), 3.75%, 11/20/16		1,450,000		1,610,319

Airlines (0.4%)
Delta Air Lines Pass Through Trust, Series 2002-G2, 6.42%, 1/2/14		750,000		759,375

Auto / Truck Parts & Equipment – Original (0.4%)
Visteon Corp., 6.75%, 4/15/19, (Callable 4/15/14 @ 105.063)		920,000		908,500

Continued

Total Return Bond

Schedule of Investments, continued

January 31, 2012 (Unaudited)


	Principal Amount		Value
Corporate Bonds, continued
Cable / Satellite TV (1.2%)
Comcast Corp., 5.70%, 7/1/19	$	1,000,000	$	1,181,546
Time Warner Cable, Inc., 5.85%, 5/1/17		1,250,000		1,454,505
				2,636,051

Commercial Banks – Eastern U.S. (0.5%)
Manufacturers & Traders Trust Co., 2.08%, 4/1/13, (Callable 4/1/12 @ 100) ^(a)		1,075,000		1,064,543

Commercial Banks – Southern U.S. (0.8%)
BB&T Corp., 5.25%, 11/1/19		1,500,000		1,663,329

Computer Services (0.7%)
International Business Machines Corp., 5.88%, 11/29/32		1,250,000		1,618,664

Consumer Products – Miscellaneous (0.6%)
Clorox Co., 3.55%, 11/1/15		1,215,000		1,293,999

Diversified Banks (2.4%)
Bank of America Corp., 5.63%, 10/14/16		1,250,000		1,292,226
Citigroup, Inc., 6.13%, 11/21/17		1,000,000		1,100,214
Goldman Sachs Group, Inc. (The), 6.13%, 2/15/33		500,000		509,803
JP Morgan Chase & Co., 6.00%, 1/15/18		1,265,000		1,434,170
Morgan Stanley, 5.75%, 10/18/16		780,000		810,468
				5,146,881

Electric – Generation (0.3%)
Kiowa Power Partners LLC, 4.81%, 12/30/13 ^(b)		697,221		697,772

Electric – Integrated (2.3%)
Alabama Power Capital Trust V, 3.68%, 10/1/42, (Callable 4/1/12 @ 100) ^(a)		874,000		861,563
Duke Energy Indiana, Inc., 3.75%, 7/15/20		1,775,000		1,928,380
Florida Power & Light Co., 5.96%, 4/1/39		870,000		1,149,107
Virginia Electric and Power Co., 6.35%, 11/30/37		750,000		1,015,756
				4,954,806

Enterprise Software / Services (0.5%)
CA, Inc., 5.38%, 12/1/19		1,000,000		1,097,632

Finance – Investment Banker / Broker (0.3%)
JP Morgan Chase Capital XXI, Series U, 1.49%, 1/15/87, (Callable 3/2/12 @ 100) ^(a)		1,000,000		700,440

Food – Miscellaneous / Diversified (0.7%)
General Mills, Inc., 5.65%, 2/15/19		1,250,000		1,499,470

Food – Retail (0.3%)
Kroger Co. (The), 6.90%, 4/15/38		500,000		646,623

Life / Health Insurance (0.6%)
Prudential Financial, Inc., 3.88%, 1/14/15		1,250,000		1,311,320

Linen Supply & Related Items (0.4%)
Cintas Corp. No 2, 4.30%, 6/1/21		870,000		944,132

Medical – HMO (0.5%)
Cigna Corp., 4.00%, 2/15/22, (Callable 11/15/21 @ 100)		1,155,000		1,187,662

Multi-line Insurance (0.5%)
MetLife, Inc., 6.75%, 6/1/16		1,000,000		1,180,418

Networking Products (0.3%)
Cisco Systems, Inc., 4.95%, 2/15/19		500,000		587,930

Oil & Gas Exploration & Production (0.5%)
Chesapeake Energy Corp., 6.13%, 2/15/21		1,000,000		985,000

Pipelines (0.5%)
Kinder Morgan Energy Partners L.P., 5.63%, 2/15/15		1,000,000		1,106,229

Real Estate Investment Trusts (1.0%)
Boston Properties L.P., 4.13%, 5/15/21		850,000		894,933
Simon Property Group L.P., 4.38%, 3/1/21, (Callable 12/1/20 @ 100)		1,100,000		1,195,321
				2,090,254

Reinsurance (0.7%)
Berkshire Hathaway, Inc., 3.20%, 2/11/15		1,500,000		1,603,188

Retail – Drug Store (0.5%)
CVS Caremark Corp., 5.75%, 6/1/17		1,000,000		1,180,772

Retail – Restaurants (0.8%)
Darden Restaurants, Inc., 4.50%, 10/15/21		1,000,000		1,031,367
Yum! Brands, Inc., 3.88%, 11/1/20, (Callable 8/1/20 @ 100)		750,000		776,493
				1,807,860

Super-Regional Banks – U.S. (0.5%)
PNC Financial Services Group, Inc., 6.75%, 8/1/21 ^{(a) (h)}		1,000,000		1,034,670

Telephone – Integrated (1.1%)
AT&T, Inc., 6.30%, 1/15/38		1,000,000		1,219,503
Verizon Communications, Inc., 4.90%, 9/15/15		1,000,000		1,123,073
				2,342,576

Transportation – Rail (0.5%)
Burlington Northern Santa Fe LLC, 5.65%, 5/1/17		1,000,000		1,170,453

Transportation – Services (0.5%)
Ryder System, Inc., 3.50%, 6/1/17		1,000,000		1,038,870

Continued

Total Return Bond

Schedule of Investments, continued

January 31, 2012 (Unaudited)


		Principal Amount		Value
Corporate Bonds, continued
Wireless Equipment (0.4%)
American Tower Corp., 4.50%, 1/15/18		$	800,000	$	817,110

Total Corporate Bonds					48,826,247

Foreign Bonds (5.2%)
Commercial Banks – Eastern U.S. (0.5%)
Credit Suisse, 5.30%, 8/13/19			1,000,000		1,072,085

Diversified Minerals (0.5%)
FMG Resources Property, Ltd., 7.00%, 11/1/15, (Callable 11/1/12 @ 105.25) ^{(b) (g)}			1,000,000		1,032,500

Metals & Mining (0.2%)
Rio Tinto Finance USA, Ltd., 3.50%, 11/2/20			500,000		524,453

Oil & Gas Exploration & Production (0.7%)
Gazprom Via Gazprom International SA, 7.20%, 2/1/20 ^(b)			1,370,147		1,487,239

Oil Company – Integrated (0.6%)
Shell International Finance BV, 4.38%, 3/25/20			1,000,000		1,179,800

Pipelines (0.3%)
TransCanada PipeLines, Ltd., 5.85%, 3/15/36			500,000		606,217

Sovereign (1.8%)
Brazil, Federal Republic, Series F, 10.00%, 1/1/17	BRL		1,900,000		1,058,698
New Zealand Government Bond, 6.00%, 12/15/17	NZD		3,150,000		2,961,554
					4,020,252

Special Purpose Banks (0.6%)
Export-Import Bank of Korea, 4.00%, 1/11/17		$	1,300,000		1,325,614

Total Foreign Bonds					11,248,160

Mortgage-Backed Securities (55.2%)
Agency Collateral Other (2.1%)
Restructured Assets Certificates, Series 2006-9, Class P, 12.07%, 3/23/27 ^{(b) (e) (g)}			5,250,000		4,589,550

CMBS Other (3.4%)
Bear Stearns Commercial Mortgage Securities, Series 2004-T14, Class A4, 5.20%, 1/12/41 ^(a)			2,000,000		2,132,132
Citigroup/Deutsche Bank Commercial Mortgage Trust, Series 2007-CD5, Class A4, 5.89%, 11/15/44 ^(a)			2,500,556		2,854,377
Greenwich Capital Commercial Funding Corp., Series 2002-C1, Class A4, 4.95%, 1/11/35			874,112		887,822
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2005-LDP5, Class A4, 5.37%, 12/15/44 ^(a)			500,000		559,895
Nomura Asset Securities Corp., Series 1998-D6, Class A2, 7.32%, 3/15/30 ^(a)			1,000,000		1,045,008
					7,479,234

CMBS Subordinated ^(a)(1.4%)
Morgan Stanley Capital I, Series 2003-IQ6, Class C, 5.24%, 12/15/41 ^(b)			1,675,000		1,644,508
Salomon Brothers Mortgage Securities VII, Inc., Series 2002-KEY2, Class C, 5.05%, 3/18/36			1,417,000		1,409,874
					3,054,382

U.S. Government Agencies (44.4%)
Fannie Mae, 0.53%, 8/25/44 ^(a)			451,465		449,039
Fannie Mae, 2.43%, 8/1/34 ^(a)			21,558		22,808
Fannie Mae, 3.50%, 10/1/20			1,310,927		1,381,269
Fannie Mae, 3.50%, 2/1/26			1,633,246		1,742,118
Fannie Mae, 4.00%, 9/1/20			693,407		736,872
Fannie Mae, 4.00%, 2/1/26			885,910		955,318
Fannie Mae, 4.00%, 3/1/26			1,765,707		1,884,730
Fannie Mae, 4.00%, 9/1/40			986,761		1,044,193
Fannie Mae, 4.00%, 2/1/41			2,892,718		3,079,614
Fannie Mae, 4.00%, 3/1/41			3,129,005		3,352,680
Fannie Mae, TBA, 4.00%, 2/1/42			7,500,000		7,927,734
Fannie Mae, 4.50%, 4/1/20			1,760,227		1,890,708
Fannie Mae, 4.50%, 3/1/25			697,926		754,677
Fannie Mae, 4.50%, 9/1/40			1,792,258		1,954,542
Fannie Mae, 4.50%, 9/1/41			1,960,370		2,109,696
Fannie Mae, TBA, 4.50%, 2/1/42			4,000,000		4,274,375
Fannie Mae, 5.00%, 6/1/23			1,274,501		1,374,016
Fannie Mae, 5.00%, 5/1/25			670,594		733,030
Fannie Mae, 5.00%, 7/1/33			461,764		499,273
Fannie Mae, 5.00%, 1/1/34 ^(d)			3,303,360		3,571,694
Fannie Mae, 5.00%, 6/1/40			710,140		771,630
Fannie Mae, 5.50%, 12/25/20			638,988		662,606
Fannie Mae, 5.50%, 2/1/25			447,342		490,600
Fannie Mae, 5.50%, 5/25/34			3,150,000		3,401,508
Fannie Mae, 5.50%, 3/1/35			525,175		577,108
Fannie Mae, 5.50%, 6/1/35			263,425		289,475
Fannie Mae, 5.50%, 11/1/35			654,682		724,946
Fannie Mae, 5.50%, 11/1/36			906,249		1,009,742
Fannie Mae, 5.50%, 1/1/37			659,872		730,692
Fannie Mae, 5.50%, 1/1/37 ^(d)			1,520,366		1,683,538
Fannie Mae, 5.50%, 5/1/37			1,922,287		2,113,577
Fannie Mae, 5.50%, 8/1/37			1,763,465		1,964,851
Fannie Mae, 6.00%, 5/1/17			52,332		56,309
Fannie Mae, 6.00%, 5/1/18			170,990		184,733
Fannie Mae, 6.00%, 2/1/22			1,164,085		1,280,482
Fannie Mae, 6.00%, 1/1/33			145,357		162,027
Fannie Mae, 6.00%, 8/25/33 ^(a)			1,077,243		1,109,846
Fannie Mae, 6.00%, 9/1/35			872,358		967,334
Fannie Mae, 6.00%, 1/1/36 ^(d)			1,592,641		1,768,314
Fannie Mae, 6.00%, 12/1/36			464,801		516,070
Fannie Mae, 6.00%, 1/1/37			1,547,971		1,705,172

Continued

Total Return Bond

Schedule of Investments, continued

January 31, 2012 (Unaudited)


	Principal Amount		Value
Mortgage-Backed Securities, continued
U.S. Government Agencies, continued
Fannie Mae, 6.00%, 1/1/38	$	205,070	$	225,704
Fannie Mae, 6.50%, 7/1/16		189,084		207,148
Fannie Mae, 6.50%, 6/1/17		49,361		54,385
Fannie Mae, 6.50%, 8/1/28		81,090		93,149
Fannie Mae, 6.50%, 6/1/29		62,295		71,558
Fannie Mae, 6.50%, 4/1/32		161,755		184,595
Fannie Mae, 6.50%, 6/1/32		214,565		244,862
Fannie Mae, 6.50%, 7/1/32		347,892		398,581
Fannie Mae, 6.50%, 3/1/33		41,828		47,630
Fannie Mae, 6.50%, 8/1/36		130,926		145,730
Fannie Mae, 7.00%, 6/1/32		84,225		99,811
Fannie Mae, 7.00%, 8/1/32		173,955		203,309
Fannie Mae, 7.00%, 9/1/36		303,713		350,449
Fannie Mae, 7.50%, 6/1/28		56,429		63,236
Freddie Mac, 0.69%, 7/15/36 ^{(a) (d)}		397,623		397,541
Freddie Mac, 3.50%, 11/1/25		909,177		963,247
Freddie Mac, 4.00%, 5/1/19		1,268,470		1,355,363
Freddie Mac, 4.26%, 4/1/37 ^(a)		1,164,560		1,231,221
Freddie Mac, 4.50%, 6/1/34		545,124		581,382
Freddie Mac, 4.50%, 9/1/34		360,731		384,724
Freddie Mac, 4.50%, 4/1/41		1,890,127		2,055,126
Freddie Mac, 5.00%, 12/1/18		431,094		464,755
Freddie Mac, 5.00%, 10/1/21		546,088		588,386
Freddie Mac, 5.00%, 8/1/33		148,072		161,011
Freddie Mac, 5.00%, 5/1/34		78,892		85,165
Freddie Mac, 5.00%, 7/1/35		184,345		198,945
Freddie Mac, 5.00%, 8/1/35		522,026		567,239
Freddie Mac, 5.00%, 11/1/35		1,937,554		2,097,669
Freddie Mac, 5.00%, 4/1/36		190,352		205,428
Freddie Mac, 5.00%, 7/1/36		756,375		815,333
Freddie Mac, 5.00%, 11/1/39		1,702,250		1,853,026
Freddie Mac, 5.18%, 3/1/37 ^(a)		200,147		215,113
Freddie Mac, 5.76%, 3/1/37 ^{(a) (d)}		2,535,977		2,730,900
Freddie Mac, 5.81%, 10/1/36 ^(a)		726,853		776,376
Freddie Mac, 6.00%, 12/15/21		303,983		307,703
Freddie Mac, 6.00%, 9/1/33		126,170		140,420
Freddie Mac, 6.00%, 5/1/38		505,798		561,031
Freddie Mac, 6.07%, 2/1/37 ^(a)		2,139,738		2,315,370
Freddie Mac, 6.12%, 1/1/37 ^(a)		2,446,708		2,650,404
Freddie Mac, 6.50%, 1/1/29		547,081		625,969
Freddie Mac, 6.50%, 7/1/32		72,641		83,115
Freddie Mac, 6.50%, 9/1/32		27,348		31,087
Freddie Mac, 7.00%, 6/1/26		284,255		325,027
Freddie Mac, 7.00%, 1/1/32		49,214		57,386
Freddie Mac, IO, 6.91%, 7/15/32 ^{(a) (g)}		1,018,152		19,792
Government National Mortgage Association, IO, 0.05%, 4/16/46 ^(a)		32,056,240		557,779
Government National Mortgage Association, IO, 0.16%, 3/16/46 ^(a)		8,875,969		123,482
Government National Mortgage Association, IO, 0.28%, 2/16/48 ^(a)		34,661,051		989,330
Government National Mortgage Association, IO, 0.38%, 6/17/45 ^(a)		6,235,460		134,168
Government National Mortgage Association, IO, 0.46%, 6/16/49 ^(a)		31,213,519		1,476,431
Government National Mortgage Association, IO, 0.57%, 2/16/48 ^(a)		8,152,923		285,662
Government National Mortgage Association, IO, 1.13%, 10/16/44 ^(a)		19,803,720		1,411,154
Government National Mortgage Association, IO, 1.27%, 8/16/46 ^(a)		18,594,179		1,447,055
Government National Mortgage Association, IO, 1.65%, 4/16/53 ^(a)		16,457,722		1,480,603
				97,050,011

WL Collateral CMO Mezzanine (0.1%)
Homebanc Mortgage Trust, Series 2004-1, Class 2M2, 2.00%, 8/25/29 ^(a)		287,388		106,888

WL Collateral CMO Other (2.4%)
Homebanc Mortgage Trust, Series 2004-2, Class A2, 1.18%, 12/25/34 ^{(a) (d)}		957,039		572,920
Homebanc Mortgage Trust, Series 2006-1, Class 1A1, 2.47%, 4/25/37 ^{(a) (d)}		354,646		210,629
JP Morgan Mortgage Trust, Series 2005-A1, Class 2A1, 2.74%, 2/25/35 ^(a)		320,506		300,560
JP Morgan Mortgage Trust, Series 2005-A2, Class 3A2, 4.66%, 4/25/35 ^(a)		1,788,501		1,561,458
JP Morgan Mortgage Trust, Series 2005-A2, Class 7CB1, 4.86%, 4/25/35 ^(a)		1,172,166		1,082,471
JP Morgan Mortgage Trust, Series 2005-A3, Class 7CA1, 2.69%, 6/25/35 ^(a)		1,149,500		843,862
Structured Asset Securities Corp., Series 2004-21XS, Class 2A6B, 5.15%, 12/25/34 ⁽ⁱ⁾		634,420		616,547
				5,188,447

WL Collateral CMO Sequential (1.1%)
Countrywide Alternative Loan Trust, Series 2004-30CB, Class 3A1, 5.00%, 2/25/20		1,471,373		1,479,404
Countrywide Alternative Loan Trust, Series 2005-J3, Class 3A1, 6.50%, 9/25/34		162,669		157,212
Credit Suisse First Boston Mortgage Securities Corp., Series 2004-7, Class 6A1, 5.25%, 10/25/19		446,394		450,533
JP Morgan Alternative Loan Trust, Series 2007-A2, Class 12A2, 0.38%, 6/25/37 ^(a)		176,599		171,993
JP Morgan Mortgage Trust, Series 2006-A4, Class 2A2, 5.67%, 6/25/36 ^(a)		173,346		152,426
				2,411,568

WL Collateral PAC (0.3%)
Wells Fargo Mortgage Backed Securities Trust, Series 2006-3, Class A1, 5.50%, 3/25/36		748,885		743,196

Total Mortgage-Backed Securities				120,623,276

Continued

Total Return Bond

Schedule of Investments, continued

January 31, 2012 (Unaudited)


	Principal Amount		Value
Municipal Bonds (0.4%)
Texas (0.4%)
Board of Regents of the University of Texas System, Build America Bonds, Series C, 4.79%, 8/15/46	$	745,000	$	859,074

Total Municipal Bonds				859,074

U.S. Treasury Obligations (4.4%)
U.S. Treasury Bonds (1.4%)
4.38%, 5/15/41		2,350,000		3,037,008

U.S. Treasury Notes (0.8%)
0.63%, 7/15/21 ^(f)		617,325		678,913
0.38%, 11/15/14		1,000,000		1,002,500
				1,681,413

U.S. Treasury Strips (2.2%)
8.21%, 11/15/27 ** ^(d)		7,400,000		4,846,919

Total U.S. Treasury Obligations				9,565,340

	Shares
Preferred Stocks (2.9%)
Electric – Integrated (0.5%)
Southern California Edison Co., 0.54%		10,000		991,000

Food – Miscellaneous / Diversified (1.0%)
HJ Heinz Finance Co., 8.00% ^(b)		20		2,176,875

Insurance (0.4%)
MetLife, Inc., Series A, 4.00%		40,000		949,200

Real Estate Investment Trusts (1.0%)
Public Storage, 5.90%		50,000		1,255,000
Realty Income Corp., 6.63%		40,000		1,000,000
				2,255,000

Total Preferred Stocks				6,372,075

Investments in Affiliates (9.3%)
Fifth Third Institutional Money Market Fund ^(c)		20,388,486		20,388,486

Total Investments in Affiliates				20,388,486

Total Investments (Cost $223,982,918) – 105.1%				229,562,185

Liabilities in excess of other assets – (5.1%)				(11,042,661	)

NET ASSETS – 100.0%			$	218,519,524

Notes to Schedule of Investments


**	Rate represents the effective yield at purchase.

(a)	Variable rate security. Rate presented represents rate in effect at January 31, 2012.

(b)	Rule 144A, Section 4(2) or other security which is restricted as to resale to institutional investors. The Fund’s advisor has deemed this security to be liquid based upon procedures approved by the Board of Trustees.

(c)	Investment is in Institutional Shares of underlying fund.

(d)	All or part of this security has been designated as collateral for futures contracts, delayed delivery securities and forward foreign currency contracts.

(e)	The Fund’s security was fair valued at January 31, 2012 using procedures approved by the Board of Trustees.

(f)	Treasury Inflation Protected Securities. A U.S. Treasury Note or Bond that offers protection from inflation by paying a fixed rate of interest on principal amount that is adjusted for inflation based on the Consumer Price Index.

(g)	Illiquid Securities.

(h)	Perpetual Maturity. Callable any time after first call date. Maturity date is next call date.

(i)	Stated interest rate is contingent upon sufficient collateral market value. If collateral market value falls below a stated level, the issuer will either initiate a clean-up call or increase the stated interest rate.

The following abbreviations are used in the Schedule of Investments:

ABS – Asset-Backed Security

BRL – Brazilian Real

CMBS – Commercial Mortgage-Backed Security

CMO – Collateralized Mortgage Obligation

IO – Interest Only

NZD – New Zealand Dollar

PAC – Planned Amortization Class

TBA – To be announced

WL – Whole Loan

See notes to schedules of investments
and notes to financial statements.

Short Term Bond

Schedule of Investments

January 31, 2012 (Unaudited)


	Principal Amount		Value
Asset-Backed Securities (8.9%)
Automobile Sequential (4.3%)
Ally Auto Receivables Trust, Series 2010-4, Class A3, 0.91%, 11/17/14	$	1,245,000	$	1,248,447
Ally Auto Receivables Trust, Series 2010-5, Class B, 2.45%, 6/15/16 ^{(b) (e)}		630,000		651,766
CarMax Auto Owner Trust, Series 2011-3, Class A3, 1.07%, 6/15/16		1,300,000		1,300,967
Chrysler Financial Auto Securitization Trust, Series 2009-A, Class A3, 2.82%, 1/15/16		654,028		658,207
Ford Credit Auto Owner Trust, Series 2009-D, Class A3, 2.17%, 10/15/13		258,099		259,372
Ford Credit Auto Owner Trust, Series 2010-B, Class B, 2.54%, 2/15/16		450,000		465,480
Ford Credit Auto Owner Trust, Series 2011-B, Class A4, 1.35%, 12/15/16		744,000		752,795
Honda Auto Receivables Owner Trust, Series 2009-3, Class A3, 2.31%, 5/15/13		200,916		201,687
Hyundai Auto Receivables Trust, Series 2009-A, Class A4, 3.15%, 3/15/16		1,500,000		1,545,615
Mercedes-Benz Auto Receivables Trust, Series 2009-1, Class A3, 1.67%, 1/15/14		644,341		647,884
				7,732,220

Credit Card Bullet (2.4%)
1st Financial Bank USA, Series 2010-A, Class A, 3.00%, 4/17/17 ^(b)		1,530,000		1,531,678
Citibank Credit Card Issuance Trust, Series 2003-A10, Class A10, 4.75%, 12/10/15		800,000		860,707
Discover Card Master Trust, Series 2008-A4, Class A4, 5.65%, 12/15/15		1,750,000		1,872,924
				4,265,309

Other ABS (2.2%)
Aircastle Aircraft Lease Backed Trust, Series 2006-1A, Class G1, 0.56%, 6/20/31 ^{(a) (b)}		960,741		828,639
CNH Equipment Trust, Series 2010-A, Class A4, 2.49%, 1/15/16		2,700,000		2,763,707
SVO VOI Mortgage Corp., Series 2005-AA, Class A, 5.25%, 2/20/21 ^{(b) (e)}		314,518		321,479
				3,913,825

Total Asset-Backed Securities				15,911,354

Corporate Bonds (24.7%)
Auto – Cars / Light Trucks (0.8%)
Daimler Finance North America LLC, 6.50%, 11/15/13		1,275,000		1,385,099

Beverages – Non-alcoholic (0.9%)
PepsiCo, Inc., 0.80%, 8/25/14		1,560,000		1,567,997

Brewery (0.6%)
Anheuser-Busch InBev Worldwide, Inc., Series FRN, 1.11%, 1/27/14 ^(a)		1,000,000		1,003,364

Cable / Satellite TV (0.6%)
Comcast Corp., 5.30%, 1/15/14		940,000		1,015,022

Coatings / Paint (0.6%)
RPM International, Inc., 6.25%, 12/15/13		1,000,000		1,064,558

Computer Services (1.1%)
International Business Machines Corp., 0.88%, 10/31/14		1,975,000		1,987,160

Cosmetics & Toiletries (1.0%)
Procter & Gamble Co. (The), 3.50%, 2/15/15		1,600,000		1,734,326

Diversified Banks (3.8%)
Bank of America Corp., 6.25%, 4/15/12		1,150,000		1,161,825
Citigroup, Inc., 5.50%, 4/11/13		1,200,000		1,245,338
Goldman Sachs Group, Inc. (The), 4.75%, 7/15/13		1,500,000		1,556,483
JP Morgan Chase & Co., 2.05%, 1/24/14		1,250,000		1,266,628
Morgan Stanley, 5.30%, 3/1/13		1,500,000		1,547,295
				6,777,569

Diversified Financial Services (1.4%)
General Electric Capital Corp., 2.15%, 1/9/15		1,000,000		1,022,115
General Electric Capital Corp., 4.80%, 5/1/13		1,500,000		1,571,272
				2,593,387

Electric – Generation (0.4%)
Kiowa Power Partners LLC, 4.81%, 12/30/13 ^(b)		697,221		697,772

Electric – Integrated (1.5%)
NextEra Energy Capital Holdings, Inc., 5.35%, 6/15/13		1,515,000		1,593,180
PSEG Power LLC, 2.50%, 4/15/13		1,000,000		1,018,214
				2,611,394

Fiduciary Banks (0.8%)
Bank of New York Mellon Corp. (The), 0.82%, 7/28/14 ^(a)		1,500,000		1,487,935

Finance – Commercial (0.8%)
Caterpillar Financial Services Corp., 6.20%, 9/30/13		1,250,000		1,362,944

Finance – Credit Card (0.8%)
American Express Credit Corp., 5.88%, 5/2/13		1,370,000		1,448,863

Continued

Short Term Bond

Schedule of Investments, continued

January 31, 2012 (Unaudited)


	Principal Amount		Value
Corporate Bonds, continued
Finance – Other Services (1.1%)
National Rural Utilities Cooperative Finance Corp., 1.00%, 2/2/15	$	2,000,000	$	2,000,118

Food – Retail (0.7%)
Kroger Co. (The), 6.20%, 6/15/12		1,250,000		1,275,117

Investment Management / Advisor Services (0.3%)
Franklin Resources, Inc., 2.00%, 5/20/13		500,000		505,007

Life / Health Insurance (0.6%)
Prudential Financial, Inc., 2.75%, 1/14/13		1,100,000		1,114,911

Oil Company – Integrated (0.7%)
Chevron Corp., 3.95%, 3/3/14		1,250,000		1,337,399

Real Estate Investment Trusts (0.6%)
Simon Property Group L.P., 5.63%, 8/15/14		1,000,000		1,088,637

Reinsurance (1.2%)
Berkshire Hathaway Finance Corp., 4.63%, 10/15/13		2,000,000		2,133,150

Retail – Discount (2.0%)
Wal-Mart Stores, Inc., 3.20%, 5/15/14		3,300,000		3,508,319

Super – Regional Banks – U.S. (2.4%)
SunTrust Banks, Inc., 5.25%, 11/5/12		1,250,000		1,278,377
US Bancorp, 4.20%, 5/15/14		1,420,000		1,523,345
Wells Fargo & Co., 4.38%, 1/31/13		1,500,000		1,555,968
				4,357,690

Total Corporate Bonds				44,057,738

Foreign Bonds (6.0%)
Commercial Banks Non-U.S. (3.7%)
Bank of Nova Scotia, 1.85%, 1/12/15		1,825,000		1,859,288
Barclays Bank PLC, 2.50%, 1/23/13		1,900,000		1,915,033
Royal Bank of Canada, 1.45%, 10/30/14		1,500,000		1,521,100
Westpac Banking Corp., 2.10%, 8/2/13		1,250,000		1,267,223
				6,562,644

Commercial Banks – Eastern U.S. (0.7%)
Credit Suisse, 2.20%, 1/14/14		1,250,000		1,252,627

Money Center Banks (0.9%)
Deutsche Bank AG, 2.38%, 1/11/13		1,500,000		1,509,741

Oil Company – Integrated (0.7%)
Total Capital Canada, Ltd., 1.63%, 1/28/14		1,225,000		1,254,927

Total Foreign Bonds				10,579,939

Mortgage-Backed Securities (23.2%)
CMBS Other (8.2%)
Banc of America Commercial Mortgage, Inc., Series 2002-2, Class A3, 5.12%, 7/11/43		785,774		789,828
Bear Stearns Commercial Mortgage Securities, Series 2004-T14, Class A4, 5.20%, 1/12/41 ^(a)		2,500,000		2,665,165
Credit Suisse First Boston Mortgage Securities Corp., Series 2003-C3, Class A5, 3.94%, 5/15/38		2,679,651		2,731,221
Credit Suisse First Boston Mortgage Securities Corp., Series 2003-CK2, Class A4, 4.80%, 3/15/36		2,025,000		2,081,011
GE Capital Commercial Mortgage Corp., Series 2002-3A, Class A2, 5.00%, 12/10/37		1,004,533		1,024,206
Greenwich Capital Commercial Funding Corp., Series 2005-GG3, Class A2, 4.31%, 8/10/42 ^(d)		509,422		509,033
Morgan Stanley Dean Witter Capital I, Series 2002-IQ2, Class A4, 5.74%, 12/15/35		918,915		925,569
Wachovia Bank Commercial Mortgage Trust, Series 2002-C2, Class A4, 4.98%, 11/15/34		2,185,602		2,229,266
Wachovia Bank Commercial Mortgage Trust, Series 2003-C9, Class A4, 5.01%, 12/15/35 ^(a)		1,505,000		1,591,857
				14,547,156

U.S. Government Agencies (9.9%)
Fannie Mae, 1.89%, 9/1/34 ^(a)		743,809		772,360
Fannie Mae, 1.92%, 4/1/35 ^(a)		580,510		610,157
Fannie Mae, 2.43%, 4/1/33 ^(a)		552,294		583,614
Fannie Mae, 2.75%, 10/25/18		1,244,295		1,282,189
Fannie Mae, 3.50%, 6/1/20		1,102,813		1,161,988
Fannie Mae, 3.50%, 11/1/20		789,380		831,737
Fannie Mae, 4.00%, 9/1/19		2,053,858		2,180,561
Fannie Mae Prepayment Link Note, Series 2005-4, Class 1, 4.65%, 12/25/12		1,017,427		1,050,509
Freddie Mac, 2.49%, 7/1/35 ^{(a) (d)}		1,049,831		1,108,763
Freddie Mac, 2.69%, 3/1/34 ^(a)		709,162		748,551
Freddie Mac, 4.25%, 12/15/19		1,182,012		1,243,105
Freddie Mac, 4.26%, 4/1/37 ^(a)		1,044,913		1,104,726
Freddie Mac, 4.50%, 3/15/19		1,377,952		1,407,912
Government National Mortgage Association, 3.10%, 12/16/50		1,584,338		1,650,389
Government National Mortgage Association, 3.95%, 11/16/30 ^(d)		1,259,008		1,278,432
Government National Mortgage Association, 4.00%, 5/16/27		636,424		649,264
				17,664,257

WL Collateral CMO Other (4.0%)
Bear Stearns Adjustable Rate Mortgage Trust, Series 2004-1, Class 13A3, 2.81%, 4/25/34 ^(a)		1,031,110		820,648
Bear Stearns Asset Backed Securities Trust, Series 2003-AC7, Class A2, 5.75%, 1/25/34 ^(f)		663,705		688,297

Continued

Short Term Bond

Schedule of Investments, continued

January 31, 2012 (Unaudited)


	Principal Amount		Value
Mortgage-Backed Securities, continued
WL Collateral CMO Other, continued
Homebanc Mortgage Trust, Series 2004-2, Class A2, 1.18%, 12/25/34 ^(a)	$	771,374	$	461,773
Homebanc Mortgage Trust, Series 2006-1, Class 1A1, 2.47%, 4/25/37 ^(a)		1,241,261		737,201
JP Morgan Alternative Loan Trust, Series 2006-S2, Class A2, 5.81%, 5/25/36 ^(f)		212,988		212,494
JP Morgan Mortgage Trust, Series 2005-A1, Class 3A3, 4.90%, 2/25/35 ^(a)		162,956		162,440
JP Morgan Mortgage Trust, Series 2005-A2, Class 5A1, 4.31%, 4/25/35 ^(a)		348,904		347,425
JP Morgan Mortgage Trust, Series 2005-A3, Class 7CA1, 2.69%, 6/25/35 ^{(a) (d)}		1,842,073		1,352,290
Merrill Lynch Mortgage Investors, Inc., Series 2003-A1, Class 2A, 2.69%, 12/25/32 ^(a)		53,690		52,834
Provident Funding Mortgage Loan Trust, Series 2005-2, Class 2A1A, 2.64%, 10/25/35 ^(a)		988,209		921,020
Residential Funding Mortgage Securities I, Series 2007-SA1, Class 1A1, 3.24%, 2/25/37 ^{(a) (d)}		1,985,198		1,361,080
				7,117,502

WL Collateral CMO Sequential (0.7%)
Chase Mortgage Finance Corp., Series 2005-A1, Class 2A2, 2.80%, 12/25/35 ^(a)		245,296		238,461
JP Morgan Alternative Loan Trust, Series 2006-S3, Class A2A, 5.87%, 8/25/36 ^{(d) (f)}		482,094		482,083
JP Morgan Mortgage Trust, Series 2006-A4, Class 2A2, 5.67%, 6/25/36 ^(a)		546,041		480,141
RAAC Series, Series 2005-SP1, Class 2A2, 5.25%, 9/25/34		97,774		97,696
				1,298,381

WL Collateral PAC (0.4%)
Wells Fargo Mortgage Backed Securities Trust, Series 2006-3, Class A1, 5.50%, 3/25/36		751,997		746,285

Total Mortgage-Backed Securities				41,373,581

Municipal Bonds (0.7%)
Kentucky (0.3%)
Kentucky Asset Liability Commission, 1.69%, 4/1/12		590,000		590,885

Texas (0.4%)
State of Texas, Series B, 5.00%, 8/1/14		625,000		684,975

Total Municipal Bonds				1,275,860

U.S. Government Agencies (29.7%)
Fannie Mae (4.8%)
0.63%, 10/30/14		2,500,000		2,517,440
0.75%, 12/19/14		1,800,000		1,816,697
1.50%, 9/8/14		2,000,000		2,041,586
2.63%, 11/20/14		2,000,000		2,116,612
				8,492,335

Federal Farm Credit Bank (1.8%)
2.63%, 4/17/14		3,000,000		3,148,761

Federal Home Loan Bank (9.8%)
0.88%, 12/12/14		2,000,000		2,021,296
1.38%, 5/28/14		3,500,000		3,584,164
2.38%, 3/14/14		4,000,000		4,166,612
2.50%, 6/13/14		1,500,000		1,573,422
2.75%, 12/12/14		1,700,000		1,806,617
3.63%, 10/18/13		1,500,000		1,583,183
4.88%, 11/27/13		2,500,000		2,704,870
				17,440,164

Freddie Mac (12.2%)
0.63%, 12/29/14		1,850,000		1,859,104
0.75%, 11/25/14		2,000,000		2,012,336
1.00%, 7/30/14		4,000,000		4,058,704
1.00%, 8/20/14		1,750,000		1,770,242
1.10%, 8/8/14		3,000,000		3,006,960
1.38%, 2/25/14		2,500,000		2,541,528
2.18%, 2/19/14		2,700,000		2,794,270
2.25%, 1/23/17		1,800,000		1,857,735
4.50%, 1/15/14		1,783,000		1,921,955
				21,822,834

Overseas Private Investment Corp. (1.1%)
0.01%, 11/18/13		2,000,000		2,005,220

Total U.S. Government Agencies				52,909,314

U.S. Treasury Obligations (5.7%)
U.S. Treasury Notes (5.7%)
1.88%, 2/28/14		2,800,000		2,894,937
2.25%, 1/31/15		1,300,000		1,375,258
2.63%, 7/31/14		5,500,000		5,823,125
				10,093,320

Total U.S. Treasury Obligations				10,093,320


	Shares
Investments in Affiliates (0.6%)
Fifth Third Institutional Money Market Fund ^(c)		1,134,463		1,134,463

Total Investments in Affiliates				1,134,463

Total Investments (Cost $178,818,295) – 99.5%				177,335,569

Other assets in excess of liabilities – 0.5%				881,294

NET ASSETS – 100.0%			$	178,216,863

Continued

Short Term Bond

Schedule of Investments, continued

January 31, 2012 (Unaudited)

Notes to Schedule of Investments


(a)	Variable rate security. Rate presented represents rate in effect at January 31, 2012.

(b)	Rule 144A, Section 4(2) or other security which is restricted as to resale to institutional investors. The Fund’s advisor has deemed this security to be liquid based upon procedures approved by the Board of Trustees.

(c)	Investment is in Institutional Shares of underlying fund.

(d)	All or part of this security has been designated as collateral for futures contracts.

(e)	Illiquid Securities.

(f)	Stated interest rate is contingent upon sufficient collateral market value. If collateral market value falls below a stated level, the issuer will either initiate a clean-up call or increase the stated interest rate.

The following abbreviations are used in the Schedule of Investments:

ABS – Asset-Backed Security

AMT – Alternative Minimum Tax Paper

CMBS – Commercial Mortgage-Backed Security

CMO – Collateralized Mortgage Obligation

PAC – Planned Amortization Class

WL – Whole Loan

At January 31, 2012, Short Term Bond’s investments were in the following countries:


Country
Australia	0.7	%
Canada	2.6	%
Germany	0.9	%
Great Britain	1.1	%
Switzerland	0.7	%
United States	94.0	%
Total	100.0	%

See notes to schedules of investments
and notes to financial statements.

Fifth Third Funds

Notes to Schedules of Investments

January 31, 2012 (Unaudited)

Cost and appreciation (depreciation) of investments for federal income tax purposes at January 31, 2012 is as follows:


	Cost of Investments for Federal Tax Purposes		Gross Unrealized Appreciation		Gross Unrealized (Depreciation)			Net Unrealized Appreciation (Depreciation)
Small Cap Growth	$	28,385,327	$	6,576,318	$	(661,659	)	$	5,914,659
Mid Cap Growth		59,764,457		13,645,734		(484,166	)		13,161,568
Quality Growth		229,843,270		69,529,572		(2,095,203	)		67,434,369
Dividend Growth		3,551,059		1,067,600		(8,102	)		1,059,498
Micro Cap Value		46,029,880		6,110,806		(1,573,284	)		4,537,522
Small Cap Value		54,900,262		7,406,228		(1,979,687	)		5,426,541
All Cap Value		83,538,927		12,613,408		(3,504,803	)		9,108,605
Disciplined Large Cap Value		155,909,550		27,975,628		(3,780,599	)		24,195,029
Structured Large Cap Plus		69,504,295		17,353,216		(1,397,092	)		15,956,124
Equity Index		176,696,600		194,880,960		(13,153,874	)		181,727,086
International Equity		152,880,976		13,750,235		(11,277,815	)		2,472,420
Strategic Income		202,475,074		12,144,114		(3,239,186	)		8,904,928
LifeModel Aggressive^SM		94,764,417		4,989,250		(1,466,699	)		3,522,551
LifeModel Moderately Aggressive^SM		153,210,746		13,060,242		(1,763,534	)		11,296,708
LifeModel Moderate^SM		224,713,517		11,839,718		(1,869,925	)		9,969,793
LifeModel Moderately Conservative^SM		47,645,843		1,535,552		(271,606	)		1,263,946
LifeModel Conservative^SM		39,953,967		1,259,516		(1,603,002	)		(343,486	)
High Yield Bond		77,765,070		2,326,665		(1,088,114	)		1,238,551
Total Return Bond		224,046,351		14,201,483		(8,685,649	)		5,515,834
Short Term Bond		178,818,295		1,306,830		(2,789,556	)		(1,482,726	)

Open futures contracts as of January 31, 2012:


Fund	Number of Contracts			Type		Description	Notional Amount			Unrealized Appreciation/ (Depreciation)			Market Value
Structured Large Cap Plus		6			Long	S&P 500 Index Futures, 3/15/12	$	1,813,641		$	148,659		$	1,962,300
Equity Index		28			Long	S&P 500 Index Futures, 3/15/12		8,915,908			241,492			9,157,400
International Equity		(7	)		Short	MSCI EAFE Emini Futures, 3/16/12		(494,976	)		(24,984	)		(519,960	)
Total Return Bond		160			Long	U.S. Treasury 5-Year Note, 3/30/12		19,689,158			158,342			19,847,500
		15			Long	U.S. Treasury 30-Year Bond, 3/21/12		2,177,616			3,946			2,181,562
		175						21,866,774			162,288			22,029,062
Short Term Bond		85			Long	U.S. Treasury 2-Year Note, 3/30/12		18,740,060			23,690			18,763,750

Open foreign currency contracts as of January 31, 2012:


	Counterparty	Delivery Date		Unrealized Appreciation			Unrealized (Depreciation)				Net Appreciation (Depreciation)
Strategic Income
4,943,268 U.S. Dollar (buy) vs. 3,650,000 Euro (sell)	State Street		5/14/12		$	166,961		$	–			$	166,961
1,906,425 U.S. Dollar (buy) vs. 1,500,000 Euro (sell)	UBS Warburg		5/14/12			–			(56,441	)			(56,441	)
2,046,538 U.S. Dollar (buy) vs. 7,300,000 Polish Zloty (sell)	UBS Warburg		5/10/12			–			(193,012	)			(193,012	)
					$	166,961		$	(249,453	)		$	(82,492	)
Total Return Bond
4,384,778 U.S. Dollar (buy) vs. 3,450,000 Euro (sell)	UBS Warburg		5/14/12		$	–		$	(129,814	)		$	(129,814	)

See notes to financial statements.

Fifth Third Funds

Statements of Assets and Liabilities

January 31, 2012 (Unaudited)


	Small Cap Growth			Mid Cap Growth			Quality Growth
Assets:
Investments, at cost	$	25,486,377		$	57,513,132		$	221,549,535
Net unrealized appreciation		6,019,244			13,231,437			67,978,624
Investments, at value		31,505,621			70,744,569			289,528,159
Investment in affiliates, at value (cost $2,794,365, $2,181,456, $7,749,480, $29,393, $4,242,049, $3,467,100, $349,404, $2,490,860, $3,877,003 and $9,154,574; respectively)		2,794,365			2,181,456			7,749,480
Total Investments		34,299,986			72,926,025			297,277,639
Cash		–			–			–
Deposit at broker		–			–			–
Interest, dividends and other receivables		2,547			10,540			144,223
Receivable for investments sold		205,733			1,220,652			1,133,663
Receivable for Fund shares sold		28,377			70,191			237,309
Reclaims receivable		–			–			–
Receivable from Advisor and affiliates		–			–			–
Prepaid expenses and other assets		29,879			23,201			37,345
Total Assets		34,566,522			74,250,609			298,830,179
Liabilities:
Securities sold short at value (Proceeds $–, $–, $–, $–, $–, $–, $–, $–, $11,533,918 and $–; respectively)		–			–			–
Payable for investments purchased		1,342,231			2,116,058			380
Payable for Fund shares redeemed		8,001			26,311			205,257
Payable for variation margin on futures contracts		–			–			–
Accrued expenses and other payables:
Payable to Advisor and affiliates		13,364			37,239			189,238
Distribution and administrative servicing fee		1,682			4,092			14,315
Payable for dividends on securities sold short		–			–			–
Other		22,792			28,431			56,175
Total Liabilities		1,388,070			2,212,131			465,365
Net Assets:
Paid-in Capital		30,428,087			85,418,603			231,902,124
Accumulated net investment income (loss)		(133,394	)		(152,713	)		67,904
Accumulated net realized loss from investment transactions and futures		(3,135,485	)		(26,458,849	)		(1,583,838	)
Net unrealized appreciation on investments and futures		6,019,244			13,231,437			67,978,624
Net Assets	$	33,178,452		$	72,038,478		$	298,364,814
Net Assets:
Institutional Shares	$	25,928,978		$	55,382,761		$	235,267,486
Class A Shares		6,961,725			15,705,608			61,221,937
Class B Shares		156,314			511,425			826,657
Class C Shares		131,435			438,684			1,048,734
Select Shares		NA			NA			NA
Preferred Shares		NA			NA			NA
Trust Shares		NA			NA			NA
Total	$	33,178,452		$	72,038,478		$	298,364,814
Shares of beneficial interest outstanding (Unlimited number of shares authorized, no par value):
Institutional Shares		2,995,958			4,647,658			13,818,542
Class A Shares		869,980			1,397,504			3,715,623
Class B Shares		21,869			51,797			54,734
Class C Shares		18,371			47,573			71,746
Select Shares		NA			NA			NA
Preferred Shares		NA			NA			NA
Trust Shares		NA			NA			NA
Total		3,906,178			6,144,532			17,660,645
Net Asset Value
Institutional Shares	$	8.65		$	11.92		$	17.03
Class A Shares – redemption price per share	$	8.00		$	11.24		$	16.48
Class B Shares – offering price per share *	$	7.15		$	9.87		$	15.10
Class C Shares – offering price per share *	$	7.15		$	9.22		$	14.62
Select Shares		NA			NA			NA
Preferred Shares		NA			NA			NA
Trust Shares		NA			NA			NA
Maximum Sales Charge – Class A Shares		5.00%			5.00%			5.00%
Maximum Offering Price (100% / (100% – Maximum sales charge) of net charge) of net asset value adjusted to the nearest cent) per share Class A Shares	$	8.42		$	11.83		$	17.35



*	Redemption price per share varies by length of time shares are held.

See notes to financial statements.

Fifth Third Funds

Statements of Assets and Liabilities

January 31, 2012 (Unaudited)


Dividend Growth			Micro Cap Value			Small Cap Value			All Cap Value			Disciplined Large Cap Value			Structured Large Cap Plus			Equity Index
$	3,490,212		$	39,844,465		$	50,669,713		$	80,719,922		$	150,272,539		$	65,626,831		$	166,358,406
	1,090,952			6,480,888			6,189,990			11,578,206			27,341,180			15,956,585			182,915,691
	4,581,164			46,325,353			56,859,703			92,298,128			177,613,719			81,583,416			349,274,097

	29,393			4,242,049			3,467,100			349,404			2,490,860			3,877,003			9,149,589
	4,610,557			50,567,402			60,326,803			92,647,532			180,104,579			85,460,419			358,423,686
	–			12,451			–			–			–			–			–
	–			–			–			–			–			120,000			–
	5,979			12,391			24,681			85,935			221,748			90,397			356,799
	–			97,655			767,526			–			–			195,210			–
	95			127,292			142,424			42,459			26,266			3,250			733,074
	–			–			–			–			–			526			–
	10,258			–			–			–			–			–			–
	22,104			27,369			32,280			33,350			32,942			31,936			49,769
	4,648,993			50,844,560			61,293,714			92,809,276			180,385,535			85,901,738			359,563,328


	–			–			–			–			–			10,837,676			–
	2			12,682			167			47			66			223			344
	14,065			67,430			3,433			26,343			99,791			3,170			505,880
	–			–			–			–			–			1,050			3,958

	–			33,052			32,221			39,961			93,156			36,122			19,325
	831			7,859			2,181			9,473			6,816			2,007			26,768
	–			–			–			–			–			4,517			–
	17,943			34,518			12,929			47,150			20,279			23,048			35,169
	32,841			155,541			50,931			122,974			220,108			10,907,813			591,444

	7,178,799			47,666,741			56,697,515			112,400,733			229,697,914			105,099,231			181,461,826
	940			77,652			273,593			(36,122	)		(100,061	)		(49,860	)		43,197
	(3,654,539	)		(3,536,262	)		(1,918,315	)		(31,256,515	)		(76,773,606	)		(46,856,932	)		(5,685,337	)
	1,090,952			6,480,888			6,189,990			11,578,206			27,341,180			16,801,486			183,152,198
$	4,616,152		$	50,689,019		$	61,242,783		$	92,686,302		$	180,165,427		$	74,993,925		$	358,971,884

$	2,412,955		$	27,494,173		$	57,076,770		$	62,365,742		$	169,392,803		$	69,355,223		$	192,193,860
	2,014,473			18,013,964			1,995,083			25,459,881			9,843,006			5,447,046			43,219,697
	35,144			177,906			485,406			2,131,970			590,113			101,311			768,890
	153,580			5,002,976			1,685,524			2,728,709			339,505			90,345			1,314,006
	NA			NA			NA			NA			NA			NA			11,817,374
	NA			NA			NA			NA			NA			NA			93,140,088
	NA			NA			NA			NA			NA			NA			16,517,969
$	4,616,152		$	50,689,019		$	61,242,783		$	92,686,302		$	180,165,427		$	74,993,925		$	358,971,884


	103,040			5,878,278			3,054,504			3,921,666			15,728,168			5,360,039			7,990,442
	87,662			4,168,106			108,097			1,630,840			917,269			426,513			1,803,859
	1,584			46,588			27,863			144,569			54,314			7,943			32,267
	7,157			1,308,396			97,121			185,595			32,041			7,089			55,307
	NA			NA			NA			NA			NA			NA			491,486
	NA			NA			NA			NA			NA			NA			3,874,704
	NA			NA			NA			NA			NA			NA			686,619
	199,443			11,401,368			3,287,585			5,882,670			16,731,792			5,801,584			14,934,684

$	23.42		$	4.68		$	18.69		$	15.90		$	10.77		$	12.94		$	24.05
$	22.98		$	4.32		$	18.46		$	15.61		$	10.73		$	12.77		$	23.96
$	22.19		$	3.82		$	17.42		$	14.75		$	10.86		$	12.75		$	23.83
$	21.46		$	3.82		$	17.35		$	14.70		$	10.60		$	12.74		$	23.76
	NA			NA			NA			NA			NA			NA		$	24.04
	NA			NA			NA			NA			NA			NA		$	24.04
	NA			NA			NA			NA			NA			NA		$	24.06
	5.00%			5.00%			5.00%			5.00%			5.00%			5.00%			5.00%

$	24.19		$	4.55		$	19.43		$	16.43		$	11.29		$	13.44		$	25.22

See notes to financial statements.

Fifth Third Funds

Statements of Assets and Liabilities, continued

January 31, 2012 (Unaudited)


	International Equity			Strategic Income			LifeModel Aggressive^SM
Assets:
Investments, at cost	$	144,589,517		$	195,576,261		$	–
Net unrealized appreciation / (depreciation)		2,681,474			8,904,928			–
Investments, at value		147,270,991			204,481,189			–
Investment in affiliates, at value (cost $8,082,405, $6,898,813, $88,678,344, $148,216,616, $217,823,174, $45,089,658, $38,567,059, $3,143,390, $20,388,486 and $1,134,462; respectively)		8,082,405			6,898,813			98,286,968
Total Investments		155,353,396			211,380,002			98,286,968
Cash		–			916,608			–
Deposit at broker		42,000			–			–
Foreign currency, at value (cost $1,530,917, $80,960, $–, $–, $–, $–, $–, $–, $70,913 and $–; respectively)		1,530,622			81,992			–
Interest, dividends and other receivables		130,343			1,224,976			7,794	†
Receivable for investments sold		–			1,082,329			–
Receivable for Fund shares sold		10,085			1,020,343			62,920
Receivable for variation margin on futures contracts		–			–			–
Reclaims receivable		132,538			22,962			–
Receivable from Advisor and affiliates		–			–			16,188
Prepaid expenses and other assets		28,870			38,209			35,981
Total Assets		157,227,854			215,767,421			98,409,851
Liabilities:
Cash overdraft		–			–			–
Distributions payable		–			502,340			–
Payable for investments purchased		439			7,185,480			8,322	†
Payable for Fund shares redeemed		115,564			383,152			173,359
Unrealized depreciation on forward foreign currency contracts		–			82,492			–
Payable for variation margin on futures contracts		3,852			–			–
Accrued expenses and other payables:
Payable to Advisor and affiliates		116,871			84,067			–
Distribution and administrative servicing fee		3,905			24,451			8,529
Other		38,908			33,195			25,298
Total Liabilities		279,539			8,295,177			215,508
Net Assets:
Paid-in Capital		285,290,376			219,950,344			112,449,786
Accumulated net investment income (loss)		744,730			(387,452	)		(4,197	)
Accumulated net realized loss from investment transactions, swaps, options, futures and foreign currency		(131,734,891	)		(20,910,015	)		(23,859,870	)
Net unrealized appreciation / (depreciation) on investments, swaps, futures and foreign currency		2,648,100			8,819,367			9,608,624
Net Assets	$	156,948,315		$	207,472,244		$	98,194,343
Net Assets:
Institutional Shares	$	147,955,638		$	150,069,960		$	71,786,965
Class A Shares		8,566,820			35,376,409			21,519,749
Class B Shares		221,759			472,601			3,922,337
Class C Shares		204,098			21,553,274			965,292
Total	$	156,948,315		$	207,472,244		$	98,194,343
Shares of beneficial interest outstanding (Unlimited number of shares authorized, no par value):
Institutional Shares		20,419,716			14,233,594			6,462,400
Class A Shares		1,181,869			3,363,058			1,953,509
Class B Shares		30,757			44,973			371,595
Class C Shares		30,047			2,070,791			91,629
Total		21,662,389			19,712,416			8,879,133
Net Asset Value
Institutional Shares	$	7.25		$	10.54		$	11.11
Class A Shares – redemption price per share	$	7.25		$	10.52		$	11.02
Class B Shares – offering price per share *	$	7.21		$	10.51		$	10.56
Class C Shares – offering price per share *	$	6.79		$	10.41		$	10.53
Maximum Sales Charge Class A Shares		5.00%			5.00%			5.00%
Maximum Offering Price (100% / (100% – Maximum sales charge) of net charge) of net asset value adjusted to the nearest cent) per share Class A Shares	$	7.63		$	11.07		$	11.60



*	Redemption price per share varies by length of time shares are held.
†	Represents receivable from or payable to affiliates.

See notes to financial statements.

Fifth Third Funds

Statements of Assets and Liabilities, continued

January 31, 2012 (Unaudited)


LifeModel Moderately Aggressive^SM			LifeModel Moderate^SM			LifeModel Moderately Conservative^SM				LifeModel Conservative^SM				High Yield Bond			Total Return Bond			Short Term Bond
$	–		$	–			$	–			$	–		$	74,610,192		$	203,594,432		$	177,683,833
	–			–				–				–			1,250,039			5,579,267			(1,482,726	)
	–			–				–				–			75,860,231			209,173,699			176,201,107


	164,507,454			234,683,310				48,909,789				39,610,481			3,143,390			20,388,486			1,134,462
	164,507,454			234,683,310				48,909,789				39,610,481			79,003,621			229,562,185			177,335,569
	–			–				–				–			69			40			–
	–			–				–				–			–			166,500			34,000

	–			–				–				–			–			78,024			–
	19,427	†		46,723	†			9,808	†			7,745	†		1,495,732			1,399,332			819,236
	–			–				–				–			–			6,758,011			2,055,600
	117,967			66,768				106,207				13,064			561,991			7,903			461,926
	–			–				–				–			–			24,688			–
	–			–				–				–			5,542			–			455
	24,561			13,333				11,968				10,706			–			–			–
	39,959			40,282				36,218				32,443			41,057			116,558			38,921
	164,709,368			234,850,416				49,073,990				39,674,439			81,108,012			238,113,241			180,745,707

	–			–				–				–			–			–			23
	–			–				–				–			–			–			–
	20,748	†		49,944	†			10,498	†			8,273	†		1,630,017			19,258,143			2,001,456
	219,991			224,269				33,578				11,369			57,134			79,039			416,961
	–			–				–				–			–			129,814			–
	–			–				–				–			–			–			3,985

	–			–				–				–			31,054			91,201			47,545
	23,856			16,953				6,115				4,014			3,914			3,801			11,246
	47,897			24,338				18,636				13,717			17,851			31,719			47,628
	312,492			315,504				68,827				37,373			1,739,970			19,593,717			2,528,844

	177,830,391			264,880,976				52,462,890				42,670,110			79,913,272			319,777,427			196,903,658
	56,617			192,080				47,629				54,753			67,179			237,540			(90,797	)

	(29,780,970	)		(47,398,280	)			(7,325,487	)			(4,131,219	)		(1,862,448	)		(107,115,512	)		(17,136,962	)

	16,290,838			16,860,136				3,820,131				1,043,422			1,250,039			5,620,069			(1,459,036	)
$	164,396,876		$	234,534,912			$	49,005,163			$	39,637,066		$	79,368,042		$	218,519,524		$	178,216,863

$	95,300,275		$	186,017,589			$	30,553,597			$	27,562,389		$	67,182,544		$	203,347,610		$	146,111,116
	54,445,994			38,183,124				14,713,755				9,751,481			9,519,988			14,194,641			24,601,317
	11,924,000			7,808,946				2,749,132				1,573,597			91,424			348,587			NA
	2,726,607			2,525,253				988,679				749,599			2,574,086			628,686			7,504,430
$	164,396,876		$	234,534,912			$	49,005,163			$	39,637,066		$	79,368,042		$	218,519,524		$	178,216,863


	8,438,939			17,253,081				3,093,221				2,781,380			6,814,567			21,608,835			15,314,486
	4,828,760			3,546,715				1,492,284				986,265			968,333			1,508,997			2,580,604
	1,069,152			729,132				279,892				159,670			9,286			36,998			NA
	244,545			235,826				100,614				75,960			261,695			66,727			788,840
	14,581,396			21,764,754				4,966,071				4,003,275			8,053,881			23,221,557			18,683,930

$	11.29		$	10.78			$	9.88			$	9.91		$	9.86		$	9.41		$	9.54
$	11.28		$	10.77			$	9.86			$	9.89		$	9.83		$	9.41		$	9.53
$	11.15		$	10.71			$	9.82			$	9.86		$	9.85		$	9.42			NA
$	11.15		$	10.71			$	9.83			$	9.87		$	9.84		$	9.42		$	9.51

	5.00%			5.00%				5.00%				5.00%			5.00%			5.00%			5.00%

$	11.87		$	11.34			$	10.38			$	10.41		$	10.35		$	9.91		$	10.03

See notes to financial statements.

Fifth Third Funds

Statements of Operations

For the six months ended January 31, 2012 (Unaudited)


	Small Cap Growth			Mid Cap Growth			Quality Growth
Investment Income:
Interest income	$	–		$	–		$	19,647
Dividend income		46,872			230,382			1,628,775
Dividend income from affiliates		302			717			1,624
Foreign tax withholding		(1,938	)		–			–
Income from securities lending		6,577			2,429			3,103
Other income		–			–			16,433
Total Investment Income		51,813			233,528			1,669,582
Expenses:
Investment advisory fees		114,840			305,276			1,191,406
Administration fees		28,452			66,178			258,278
Distribution servicing fees – Class A Shares		8,434			18,611			74,502
Distribution servicing fees – Class B Shares		893			3,012			4,803
Distribution servicing fees – Class C Shares		471			1,578			3,824
Administrative servicing fees – Class C Shares		157			526			1,275
Administrative servicing fees – Select Shares		NA			NA			NA
Administrative servicing fees – Preferred Shares		NA			NA			NA
Administrative servicing fees – Trust Shares		NA			NA			NA
Accounting fees		32,030			32,371			47,353
Registration and filing fees		21,969			21,609			23,905
Transfer and dividend disbursing agent fees		20,147			42,258			124,808
Custody fees		1,925			1,453			3,540
Trustees’ fees and expenses		1,348			2,968			11,285
Professional fees		9,643			10,084			13,890
Printing expense		4,936			9,852			30,339
Interest expense		–			–			–
Dividends on securities sold short		–			–			–
Other expenses		2,423			4,154			13,407
Total expenses		247,668			519,930			1,802,615
Less: Waiver and / or reimbursement from Advisor and/or affiliates		(63,814	)		(133,689	)		(200,938	)
Net Expenses		183,854			386,241			1,601,677

Net Investment Income / (Loss)		(132,041	)		(152,713	)		67,905
Realized and Unrealized Gains / (Losses) from Investments and Futures:
Net realized gains / (losses) on investment transactions		(531,516	)		2,619,828			4,782,340
Net realized gain on securities sold short		–			–			–
Net realized gains on futures transactions		–			–			–
Change in unrealized appreciation / (depreciation) on investments and futures		(1,265,300	)		(3,212,506	)		(7,551,734	)
Net realized and unrealized gains / (losses) on investments and futures		(1,796,816	)		(592,678	)		(2,769,394	)
Change in net assets resulting from operations	$	(1,928,857	)	$	(745,391	)	$	(2,701,489	)


*	Includes unrealized appreciation / (depreciation) of ($4,985) on affiliated positions.

See notes to financial statements.

Fifth Third Funds

Statements of Operations

For the six months ended January 31, 2012 (Unaudited)


Dividend Growth			Micro Cap Value				Small Cap Value			All Cap Value				Disciplined Large Cap Value			Structured Large Cap Plus				Equity Index

$	–			$	–		$	–			$	–		$	–			$	–			$	–
	48,308				351,474			545,811				1,280,023			2,609,550				981,089				3,702,096
	24				1,067			793				526			453				509				6,008
	288				–			–				(1,756	)		(5,228	)			249				525
	154				–			–				2,346			2,668				–				7,475
	–				–			–				–			–				–				–
	48,774				352,541			546,604				1,281,139			2,607,443				981,847				3,716,104
	19,361				227,382			255,892				458,889			711,955				256,687				502,867

	4,197				39,436			49,311				79,584			154,341				63,596				292,968
	2,397				19,899			2,239				30,554			11,712				6,407				52,568
	172				1,620			2,445				11,308			3,356				506				4,084
	565				17,706			5,763				10,877			1,259				220				4,614
	188				5,902			1,921				3,626			420				73				1,538
	NA				NA			NA				NA			NA				NA				4,265
	NA				NA			NA				NA			NA				NA				65,670
	NA				NA			NA				NA			NA				NA				20,497
	32,128				32,897			32,334				32,600			34,800				34,558				73,865
	21,303				21,579			23,125				22,046			23,768				20,520				26,304
	10,982				46,936			10,647				72,975			26,472				19,351				41,955
	1,044				8,261			6,726				4,807			4,505				2,541				6,104
	254				1,598			2,224				3,698			7,266				2,794				12,123
	8,630				9,796			10,720				10,341			11,890				11,242				14,671
	2,787				12,316			2,831				16,830			6,290				4,540				9,330
	–				–			–				–			–				78,757				–
	–				–			–				–			–				108,303				–
	1,166				2,621			3,426				5,251			10,016				4,154				29,911
	105,174				447,949			409,604				763,386			1,008,050				614,249				1,163,334
	(84,186	)			(95,855	)		(104,684	)			(285,759	)		(285,335	)			(111,960	)			(691,618	)
	20,988				352,094			304,920				477,627			722,715				502,289				471,716

	27,786				447			241,684				803,512			1,884,728				479,558				3,244,388

	246,286				241,559			(999,136	)			2,148,136			5,052,342				(581,578	)			(2,188,400	)
	–				–			–				–			–				4,743,297				–
	–				–			–				–			–				215,300				656,290
	(220,996	)			587,781			1,055,963				(3,051,693	)		(5,990,276	)			(1,470,006	)			6,559,997	*
	25,290				829,340			56,827				(903,557	)		(937,934	)			2,907,013				5,027,887
$	53,076			$	829,787		$	298,511			$	(100,045	)	$	946,794			$	3,386,571			$	8,272,275

See notes to financial statements.

Fifth Third Funds

Statements of Operations, continued

For the six months ended January 31, 2012 (Unaudited)


	International Equity				Strategic Income			LifeModel Aggressive^SM
Investment Income:
Interest income		$	141		$	2,182,073			$	–
Dividend income			1,756,966			2,994,783				–
Dividend income from affiliates			2,181			2,207				1,191,230
Foreign tax withholding			(94,009	)		(9,823	)			–
Income from securities lending			11,035			1,235				–
Other income			–			16,537				–
Total Investment Income			1,676,314			5,187,012				1,191,230

Expenses:
Investment advisory fees			784,962			899,604				72,874
Administration fees			136,134			157,236				84,256
Distribution servicing fees – Class A Shares			10,813			35,002				27,006
Distribution servicing fees – Class B Shares			1,238			2,410				20,647
Distribution servicing fees – Class C Shares			799			68,783				3,541
Administrative servicing fees – Class C Shares			266			22,928				1,180
Accounting fees			42,427			38,038				30,702
Registration and filing fees			23,454			24,787				23,044
Transfer and dividend disbursing agent fees			32,274			45,813				49,844
Custody fees			37,229			8,127				512
Trustees’ fees and expenses			6,554			5,818				3,760
Professional fees			14,000			14,555				9,158
Printing expense			7,965			12,617				12,283
Interest expense			21,524			439				–
Other expenses			8,808			6,782				4,740
Total expenses			1,128,447			1,342,939				343,547
Less: Waiver and / or reimbursement from Advisor and / or affiliates			(197,841	)		(565,985	)			(252,308	)
Net Expenses			930,606			776,954				91,239

Net Investment Income			745,708			4,410,058				1,099,991

Realized and Unrealized Gains / (Losses) from Investments, Futures, Swaps, Options, and Foreign Currency:
Net realized gains / (losses) on investments, swaps, options and foreign currency transactions			(8,700,603	)		(1,670,014	)			(1,161,108	)†
Net realized gains / (losses) on futures transactions			(1,866,255	)		894,508				–
Change in unrealized appreciation / (depreciation) on investments, futures, swaps and foreign currency transactions			(11,731,108	)		2,667,657				(1,313,129	)*
Net realized and unrealized gains / (losses) on investments, futures, swaps, options and foreign currency transactions			(22,297,966	)		1,892,151				(2,474,237	)
Change in net assets resulting from operations		$	(21,552,258	)	$	6,302,209			$	(1,374,246	)


†	Includes realized gains / (losses) from investment transactions with affiliates.
*	Represents unrealized appreciation / (depreciation) on affiliated positions.

See notes to financial statements.

Fifth Third Funds

Statements of Operations, continued

For the six months ended January 31, 2012 (Unaudited)


LifeModel Moderately Aggressive^SM				LifeModel Moderate^SM				LifeModel Moderately Conservative^SM				LifeModel Conservative^SM				High Yield Bond				Total Return Bond				Short Term Bond

	$	–			$	–			$	–			$	–			$	2,415,355			$	4,757,489			$	1,749,512
		–				–				–				–				16,802				177,411				–
		2,319,738				3,566,773				800,879				666,187				666				1,498				675
		–				–				–				–				–				–				–
		–				–				–				–				2,680				2,259				3,706
		–				–				–				–				3,065				867,920				–
		2,319,738				3,566,773				800,879				666,187				2,438,568				5,806,577				1,753,893

		124,347				172,777				37,180				28,679				224,010				706,540				485,592
		144,885				201,315				42,986				33,159				55,503				204,218				168,426
		66,452				46,506				17,656				12,261				5,089				17,805				20,198
		69,179				45,928				16,890				9,383				433				2,098				NA
		10,109				9,628				3,428				2,912				8,082				2,348				29,781
		3,370				3,209				1,143				971				2,694				783				9,927
		32,260				38,769				30,660				30,647				36,757				47,138				34,950
		23,285				22,026				21,752				21,482				23,586				22,632				22,490
		108,154				62,852				19,642				10,801				9,525				30,223				48,651
		917				1,533				738				237				2,463				12,085				5,290
		6,399				8,783				1,904				1,383				2,182				9,249				8,532
		10,352				11,440				8,259				8,014				12,783				14,454				14,041
		25,666				15,489				3,931				2,776				2,344				6,060				6,017
		–				–				–				–				–				6,001				1,512
		7,412				10,196				2,953				2,270				3,256				11,793				10,568
		632,787				650,451				209,122				164,975				388,707				1,093,427				865,975
		(417,359	)			(453,032	)			(150,177	)			(124,153	)			(135,599	)			(322,525	)			(335,518	)
		215,428				197,419				58,945				40,822				253,108				770,902				530,457

		2,104,310				3,369,354				741,934				625,365				2,185,460				5,035,675				1,223,436

		(335,746	)†			(980,357	)†			(114,893	)†			(107,436	)†			152,084				2,402,782				289,745
		–				–				–				–				–				1,282,011				119,447

		(2,480,239	)*			(849,539	)*			(237,431	)*			150,664	*			(709,068	)			(778,057	)			(955,733	)

		(2,815,985	)			(1,829,896	)			(352,324	)			43,228				(556,984	)			2,906,736				(546,541	)
	$	(711,675	)		$	1,539,458			$	389,610			$	668,593			$	1,628,476			$	7,942,411			$	676,895

See notes to financial statements.

Fifth Third Funds

Statements of Changes in Net Assets


	Small Cap Growth						Mid Cap Growth
	Six months ended January 31, 2012 (a)			Year ended July 31, 2011			Six months ended January 31, 2012 (a)			Year ended July 31, 2011
Change in Net Assets:
Operations:
Net investment income / (loss)	$	(132,041	)	$	(128,593	)	$	(152,713	)	$	(174,272	)
Net realized gains / (losses) on investment transactions		(531,516	)		12,153,734			2,619,828			19,849,843
Net change in unrealized appreciation / (depreciation) on investment		(1,265,300	)		(143,144	)		(3,212,506	)		8,021,707
Change in net assets resulting from operations		(1,928,857	)		11,881,997			(745,391	)		27,697,278

Distributions to shareholders from net investment income:
Institutional Shares		–			–			–			–
Class A Shares		–			–			–			–
Class B Shares		–			–			–			–
Class C Shares		–			–			–			–

Distributions to shareholders from net realized gains:
Institutional Shares		–			–			–			–
Class A Shares		–			–			–			–
Class B Shares		–			–			–			–
Class C Shares		–			–			–			–
Change in net assets from shareholder distributions		–			–			–			–
Change in net assets from Fund share transactions		(4,103,950	)		(16,082,720	)		(14,084,558	)		(22,926,266	)
Change in net assets		(6,032,807	)		(4,200,723	)		(14,829,949	)		4,771,012

Net Assets:
Beginning of period		39,211,259			43,411,982			86,868,427			82,097,415
End of period	$	33,178,452		$	39,211,259		$	72,038,478		$	86,868,427

Accumulated net investment income / (loss)	$	(133,394	)	$	(1,353	)	$	(152,713	)	$	–


(a)	Unaudited

See notes to financial statements.

Fifth Third Funds

Statements of Changes in Net Assets


Quality Growth						Dividend Growth							Micro Cap Value						Small Cap Value
Six months ended January 31, 2012 (a)			Year ended July 31, 2011			Six months ended January 31, 2012 (a)				Year ended July 31, 2011			Six months ended January 31, 2012 (a)			Year ended July 31, 2011			Six months ended January 31, 2012 (a)			Year ended July 31, 2011

$	67,905		$	(66,778	)		$	27,786		$	83,266		$	447		$	(136,840	)	$	241,684		$	458,814
	4,782,340			39,046,125				246,286			719,925			241,559			3,700,771			(999,136	)		13,003,838

	(7,551,734	)		38,646,256				(220,996	)		331,777			587,781			2,272,879			1,055,963			629,283
	(2,701,489	)		77,625,603				53,076			1,134,968			829,787			5,836,810			298,511			14,091,935


	–			(326,845	)			(18,197	)		(60,120	)		–			–			(178,879	)		(259,540	)
	–			–				(10,536	)		(26,011	)		–			–			(2,318	)		(4,844	)
	–			–				(78	)		(311	)		–			–			–			–
	–			–				(402	)		(1,041	)		–			–			–			–


	–			–				–			–			–			–			(3,097,507	)		–
	–			–				–			–			–			–			(105,551	)		–
	–			–				–			–			–			–			(28,722	)		–
	–			–				–			–			–			–			(95,427	)		–
	–			(326,845	)			(29,213	)		(87,483	)		–			–			(3,508,404	)		(264,384	)
	(28,428,646	)		(42,047,569	)			(927,538	)		(2,849,976	)		(676,025	)		7,980,317			(82,990	)		(12,514,243	)
	(31,130,135	)		35,251,189				(903,674	)		(1,802,491	)		153,762			13,817,127			(3,292,884	)		1,313,308


	329,494,949			294,243,760				5,519,827			7,322,318			50,535,257			36,718,130			64,535,666			63,222,358
$	298,364,814		$	329,494,949			$	4,616,152		$	5,519,827		$	50,689,019		$	50,535,257		$	61,242,783		$	64,535,666

$	67,904		$	(1	)		$	940		$	2,367		$	77,652		$	77,205		$	273,593		$	213,106

See notes to financial statements.

Fifth Third Funds

Statements of Changes in Net Assets, continued


	All Cap Value						Disciplined Large Cap Value
	Six months ended January 31, 2012 (a)			Year ended July 31, 2011			Six months ended January 31, 2012 (a)			Year ended July 31, 2011
Change in Net Assets:
Operations:
Net investment income	$	803,512		$	1,366,428		$	1,884,728		$	4,365,822
Net realized gains / (losses) on investments, securities sold short, swaps, options, and foreign currency transactions		2,148,136			7,254,568			5,052,342			37,883,285
Net realized gains / (losses) on futures transactions		–			–			–			–
Net change in unrealized appreciation / (depreciation) on investment, futures, swaps and foreign currency transactions		(3,051,693	)		10,673,739			(5,990,276	)		(2,382,971	)
Settlement with Prime Broker		–			–			–			–
Change in net assets resulting from operations		(100,045	)		19,294,735			946,794			39,866,136

Distributions to shareholders from net investment income:
Institutional Shares		(607,812	)		(985,217	)		(1,911,277	)		(4,352,367	)
Class A Shares		(219,644	)		(329,998	)		(97,470	)		(175,780	)
Class B Shares		(13,989	)		(13,798	)		(4,415	)		(8,399	)
Class C Shares		(17,789	)		(16,063	)		(2,518	)		(3,660	)
Select Shares		NA			NA			NA			NA
Preferred Shares		NA			NA			NA			NA
Trust Shares		NA			NA			NA			NA

Distributions to shareholders from net realized gains:
Institutional Shares		–			–			–			–
Class A Shares		–			–			–			–
Class B Shares		–			–			–			–
Class C Shares		–			–			–			–
Select Shares		NA			NA			NA			NA
Preferred Shares		NA			NA			NA			NA
Trust Shares		NA			NA			NA			NA
Change in net assets from shareholder distributions		(859,234	)		(1,345,076	)		(2,015,680	)		(4,540,206	)
Change in net assets from Fund share transactions		(11,029,378	)		(43,762,308	)		(19,672,403	)		(178,493,799	)
Change in net assets		(11,988,657	)		(25,812,649	)		(20,741,289	)		(143,167,869	)

Net Assets:
Beginning of period		104,674,959			130,487,608			200,906,716			344,074,585
End of period	$	92,686,302		$	104,674,959		$	180,165,427		$	200,906,716

Accumulated net investment income / (loss)	$	(36,122	)	$	19,600		$	(100,061	)	$	30,891


(a)	Unaudited

See notes to financial statements.

Fifth Third Funds

Statements of Changes in Net Assets, continued


Structured Large Cap Plus						Equity Index						International Equity						Strategic Income
Six months ended January 31, 2012 (a)			Year ended July 31, 2011			Six months ended January 31, 2012 (a)			Year ended July 31, 2011			Six months ended January 31, 2012 (a)			Year ended July 31, 2011			Six months ended January 31, 2012 (a)			Year ended July 31, 2011

$	479,558		$	997,714		$	3,244,388		$	5,774,387		$	745,708		$	4,930,476		$	4,410,058		$	6,913,076

	4,161,719			9,736,512			(2,188,400	)		882,285			(8,700,603	)		36,948,737			(1,670,014	)		150,705
	215,300			645,496			656,290			2,848,517			(1,866,255	)		927,400			894,508			(161,877	)

	(1,470,006	)		8,432,889			6,559,997			47,987,175			(11,731,108	)		(2,770,813	)		2,667,657			5,237,406
	–			500,000			–			–			–			–			–			–
	3,386,571			20,312,611			8,272,275			57,492,364			(21,552,258	)		40,035,800			6,302,209			12,139,310

	(515,877	)		(1,393,075	)		(1,989,117	)		(3,203,572	)		(4,485,965	)		(5,185,878	)		(3,551,208	)		(4,916,023	)
	(33,232	)		(76,174	)		(420,725	)		(666,245	)		(235,511	)		(218,090	)		(709,392	)		(1,061,504	)
	(315	)		(514	)		(4,680	)		(9,201	)		(2,271	)		(3,391	)		(10,434	)		(27,929	)
	(188	)		(309	)		(7,528	)		(9,807	)		(4,001	)		(3,960	)		(404,181	)		(586,912	)
	NA			NA			(116,373	)		(167,624	)		NA			NA			NA			NA
	NA			NA			(913,533	)		(1,375,364	)		NA			NA			NA			NA
	NA			NA			(160,564	)		(376,447	)		NA			NA			NA			NA

	–			–			(626,870	)		(5,664,715	)		–			–			–			–
	–			–			(147,971	)		(1,417,278	)		–			–			–			–
	–			–			(2,887	)		(40,429	)		–			–			–			–
	–			–			(4,403	)		(36,147	)		–			–			–			–
	NA			NA			(38,627	)		(336,156	)		NA			NA			NA			NA
	NA			NA			(308,688	)		(3,030,945	)		NA			NA			NA			NA
	NA			NA			(58,016	)		(1,028,250	)		NA			NA			NA			NA
	(549,612	)		(1,470,072	)		(4,799,982	)		(17,362,180	)		(4,727,748	)		(5,411,319	)		(4,675,215	)		(6,592,368	)
	(6,146,420	)		(22,745,391	)		(1,265,047	)		43,206,348			(4,171,444	)		(88,203,527	)		40,984,959			45,812,777
	(3,309,461	)		(3,902,852	)		2,207,247			83,336,532			(30,451,450	)		(53,579,046	)		42,611,953			51,359,719

	78,303,386			82,206,238			356,764,638			273,428,106			187,399,765			240,978,811			164,860,291			113,500,572
$	74,993,925		$	78,303,386		$	358,971,885		$	356,764,638		$	156,948,315		$	187,399,765		$	207,472,244		$	164,860,291

$	(49,860	)	$	20,194		$	43,197		$	411,329		$	744,730		$	4,726,770		$	(387,452	)	$	(122,295	)

See notes to financial statements.

Fifth Third Funds

Statements of Changes in Net Assets, continued


	LifeModel Aggressive^SM						LifeModel Moderately Aggressive^SM
	Six months ended January 31, 2012 (a)			Year ended July 31, 2011			Six months ended January 31, 2012 (a)			Year ended July 31, 2011
Change in Net Assets:
Operations:
Net investment income	$	1,099,991		$	1,336,782		$	2,104,310		$	3,210,193
Net realized gains / (losses) on investment and currency transactions		(1,161,108	)†		(8,448,887	)†		(335,746	)†		(8,608,308	)†
Net change in unrealized appreciation / (depreciation) on investments and foreign currency transactions		(1,313,129	)		30,098,082			(2,480,239	)		39,104,690
Change in net assets resulting from operations		(1,374,246	)		22,985,977			(711,675	)		33,706,575

Distributions to shareholders from net investment income:
Institutional Shares		(837,419	)		(1,010,470	)		(1,373,186	)		(1,980,502	)
Class A Shares		(227,610	)		(280,526	)		(688,442	)		(951,372	)
Class B Shares		(31,347	)		(39,539	)		(114,219	)		(193,949	)
Class C Shares		(7,812	)		(7,826	)		(24,902	)		(27,304	)

Distributions to shareholders from net realized gains:
Institutional Shares		–			–			–			–
Class A Shares		–			–			–			–
Class B Shares		–			–			–			–
Class C Shares		–			–			–			–
Change in net assets from shareholder distributions		(1,104,188	)		(1,338,361	)		(2,200,749	)		(3,153,127	)
Change in net assets from Fund share transactions		(7,879,300	)		(21,844,358	)		(13,690,616	)		(35,077,799	)
Change in net assets		(10,357,734	)		(196,742	)		(16,603,040	)		(4,524,351	)

Net Assets:
Beginning of period		108,552,077			108,748,819			180,999,916			185,524,267
End of period	$	98,194,343		$	108,552,077		$	164,396,876		$	180,999,916

Accumulated net investment income / (loss)	$	(4,197	)	$	–		$	56,617		$	153,056


(a)	Unaudited
†	Represents realized gains / (losses) from investment transactions with affiliates.

See notes to financial statements.

Fifth Third Funds

Statements of Changes in Net Assets, continued


LifeModel Moderate^SM						LifeModel Moderately Conservative^SM						LifeModel Conservative^SM						High Yield Bond
Six months ended January 31, 2012 (a)			Year ended July 31, 2011			Six months ended January 31, 2012 (a)			Year ended July 31, 2011			Six months ended January 31, 2012 (a)			Year ended July 31, 2011			Six months ended January 31, 2012 (a)			Year ended July 31, 2011

$	3,369,354		$	6,132,407		$	741,934		$	1,440,637		$	625,365		$	1,241,428		$	2,185,460		$	4,623,152

	(980,357	)†		(10,084,746	)†		(114,893	)†		(1,219,467	)†		(107,436	)†		(566,153	)†		152,084			2,250,433

	(849,539	)		42,291,398			(237,431	)		7,296,276			150,664			3,299,342			(709,068	)		356,410
	1,539,458			38,339,059			389,610			7,517,446			668,593			3,974,617			1,628,476			7,229,995

	(2,943,356	)		(4,935,582	)		(535,841	)		(946,910	)		(482,764	)		(852,851	)		(1,959,231	)		(4,423,271	)
	(562,525	)		(861,545	)		(228,033	)		(349,729	)		(167,990	)		(276,282	)		(130,915	)		(147,262	)
	(93,887	)		(206,120	)		(38,169	)		(99,896	)		(25,074	)		(69,500	)		(2,534	)		(5,937	)
	(28,933	)		(40,316	)		(11,268	)		(17,253	)		(10,519	)		(22,518	)		(62,472	)		(127,538	)

	–			–			–			–			–			–			–			–
	–			–			–			–			–			–			–			–
	–			–			–			–			–			–			–			–
	–			–			–			–			–			–			–			–
	(3,628,701	)		(6,043,563	)		(813,311	)		(1,413,788	)		(686,347	)		(1,221,151	)		(2,155,152	)		(4,704,008	)
	(8,469,176	)		(43,017,267	)		(4,777,246	)		(8,376,652	)		739,444			(2,799,646	)		15,746,018			5,196,478
	(10,558,419	)		(10,721,771	)		(5,200,947	)		(2,272,994	)		721,690			(46,180	)		15,219,342			7,722,465

	245,093,331			255,815,102			54,206,110			56,479,104			38,915,376			38,961,556			64,148,700			56,426,235
$	234,534,912		$	245,093,331		$	49,005,163		$	54,206,110		$	39,637,066		$	38,915,376		$	79,368,042		$	64,148,700

$	192,080		$	451,427		$	47,629		$	119,006		$	54,753		$	115,735		$	67,179		$	36,871

See notes to financial statements.

Fifth Third Funds

Statements of Changes in Net Assets, continued


	Total Return Bond						Short Term Bond
	Six months ended January 31, 2012 (a)			Year ended July 31, 2011			Six months ended January 31, 2012 (a)			Year ended July 31, 2011
Change in Net Assets:
Operations:
Net investment income	$	5,035,675		$	13,014,540		$	1,223,436		$	4,406,624	��
Net realized gains / (losses) on investment, swaps, options, and foreign currency transactions		2,402,782			(9,151,928	)		289,745			1,909,203
Net realized gains on futures transactions		1,282,011			225,929			119,447			80,122
Net change in unrealized appreciation / (depreciation) on investment, futures, swaps and foreign currency transactions		(778,057	)		16,217,536			(955,733	)		(1,717,751	)
Change in net assets resulting from operations		7,942,411			20,306,077			676,895			4,678,198

Distributions to shareholders from net investment income:
Institutional Shares		(4,921,804	)		(12,394,591	)		(1,376,258	)		(4,270,596	)
Class A Shares		(302,859	)		(661,174	)		(107,383	)		(315,830	)
Class B Shares		(6,974	)		(47,136	)		NA			NA
Class C Shares		(11,031	)		(27,790	)		(29,881	)		(73,310	)

Distributions to shareholders from net realized gains:
Institutional Shares		–			–			–			–
Class A Shares		–			–			–			–
Class B Shares		–			–			NA			NA
Class C Shares		–			–			–			–
Change in net assets from shareholder distributions		(5,242,668	)		(13,130,691	)		(1,513,522	)		(4,659,736	)
Change in net assets from Fund share transactions		(30,251,428	)		(54,267,809	)		(65,994,614	)		(41,475,688	)
Change in net assets		(27,551,685	)		(47,092,423	)		(66,831,241	)		(41,457,226	)

Net Assets:
Beginning of period		246,071,209			293,163,632			245,048,104			286,505,330
End of period	$	218,519,524		$	246,071,209		$	178,216,863		$	245,048,104

Accumulated net investment income / (loss)	$	237,540		$	444,533		$	(90,797	)	$	199,289


(a)	Unaudited

See notes to financial statements.

This page intentionally left blank.

Fifth Third Funds

Statements of Changes in Net Assets, continued –
Fund Share Transactions


	Small Cap Growth						Mid Cap Growth
	Six months ended January 31, 2012 (a)			Year ended July 31, 2011			Six months ended January 31, 2012 (a)			Year ended July 31, 2011
*Capital Transactions:*
Institutional Shares
Shares issued	$	633,519		$	5,056,586		$	1,256,235		$	7,076,046
Dividends reinvested		–			–			–			–
Shares redeemed		(3,834,105	)		(20,222,096	)		(14,612,611	)		(29,274,688	)
Total Institutional Shares		(3,200,586	)		(15,165,510	)		(13,356,376	)		(22,198,642	)

Class A Shares
Shares issued		132,872			930,201			1,253,554			2,568,474
Dividends reinvested		–			–			–			–
Shares redeemed		(976,370	)		(1,645,524	)		(1,581,579	)		(2,943,562	)
Total Class A Shares		(843,498	)		(715,323	)		(328,025	)		(375,088	)

Class B Shares
Shares issued		–			–			–			11,836
Dividends reinvested		–			–			–			–
Shares redeemed		(56,355	)		(202,419	)		(286,766	)		(575,258	)
Total Class B Shares		(56,355	)		(202,419	)		(286,766	)		(563,422	)

Class C Shares
Shares issued		10,650			13,802			16,993			462,655
Dividends reinvested		–			–			–			–
Shares redeemed		(14,161	)		(13,270	)		(130,384	)		(251,769	)
Total Class C Shares		(3,511	)		532			(113,391	)		210,886

Change from capital transactions	$	(4,103,950	)	$	(16,082,720	)	$	(14,084,558	)	$	(22,926,266	)

Share Transactions:
Institutional Shares
Shares issued		79,956			647,282			111,488			619,029
Dividends reinvested		–			–			–			–
Shares redeemed		(483,487	)		(2,346,200	)		(1,306,094	)		(2,710,990	)
Total Institutional Shares		(403,531	)		(1,698,918	)		(1,194,606	)		(2,091,961	)

Class A Shares
Shares issued		17,972			113,311			120,569			239,204
Dividends reinvested		–			–			–			–
Shares redeemed		(132,486	)		(204,897	)		(152,474	)		(284,221	)
Total Class A Shares		(114,514	)		(91,586	)		(31,905	)		(45,017	)

Class B Shares
Shares issued		–			–			–			1,348
Dividends reinvested		–			–			–			–
Shares redeemed		(8,482	)		(29,130	)		(31,670	)		(63,712	)
Total Class B Shares		(8,482	)		(29,130	)		(31,670	)		(62,364	)

Class C Shares
Shares issued		1,653			1,927			1,921			51,753
Dividends reinvested		–			–			–			–
Shares redeemed		(2,140	)		(1,894	)		(14,836	)		(27,439	)
Total Class C Shares		(487	)		33			(12,915	)		24,314
Change from capital transactions		(527,014	)		(1,819,601	)		(1,271,096	)		(2,175,028	)



(a)	Unaudited

See notes to financial statements.

Fifth Third Funds

Statements of Changes in Net Assets, continued –
Fund Share Transactions


Quality Growth						Dividend Growth						Micro Cap Value						Small Cap Value
Six months ended January 31, 2012 (a)			Year ended July 31, 2011			Six months ended January 31, 2012 (a)			Year ended July 31, 2011			Six months ended January 31, 2012 (a)			Year ended July 31, 2011			Six months ended January 31, 2012 (a)			Year ended July 31, 2011

$	8,088,680		$	50,749,376		$	107,120		$	153,352		$	3,839,528		$	11,073,408		$	2,504,772		$	13,152,538
	–			273,148			9,479			26,903			–			–			3,182,397			208,977
	(32,680,399	)		(82,868,622	)	$	(1,008,545	)		(2,719,786	)		(3,271,974	)		(9,224,987	)		(5,807,377	)		(25,777,881	)
	(24,591,719	)		(31,846,098	)		(891,946	)		(2,539,531	)		567,554			1,848,421			(120,208	)		(12,416,366	)

	608,154			1,964,425			69,715			93,666			2,449,626			17,701,153			187,952			890,213
	–			–			9,701			23,338			–			–			72,924			3,864
	(3,927,195	)		(10,174,045	)		(112,571	)		(349,454	)		(2,790,206	)		(13,195,011	)		(151,453	)		(1,610,129	)
	(3,319,041	)		(8,209,620	)		(33,155	)		(232,450	)		(340,580	)		4,506,142			109,423			(716,052	)

	–			6,275			–			–			3,419			47,215			–			8,527
	–			–			72			285			231			–			26,161			–
	(463,926	)		(1,708,885	)		(2,852	)		(43,963	)		(337,984	)		(638,383	)		(88,664	)		(109,295	)
	(463,926	)		(1,702,610	)		(2,780	)		(43,678	)		(334,334	)		(591,168	)		(62,503	)		(100,768	)

	7,465			16,498			18,524			22,510			266,904			3,123,538			213,746			1,154,879
	–			–			285			784			–			–			27,004			–
	(61,425	)		(305,739	)		(18,466	)		(57,611	)		(835,569	)		(906,616	)		(250,452	)		(435,936	)
	(53,960	)		(289,241	)		343			(34,317	)		(568,665	)		2,216,922			(9,702	)		718,943

$	(28,428,646	)	$	(42,047,569	)	$	(927,538	)	$	(2,849,976	)	$	(676,025	)	$	7,980,317		$	(82,990	)	$	(12,514,243	)

	504,645			3,352,424			5,115			6,667			913,341			2,412,778			142,042			752,656
	–			17,061			428			1,215			–			–			180,666			10,987
	(2,062,331	)		(5,287,158	)		(43,955	)		(122,705	)		(776,686	)		(2,083,181	)		(327,120	)		(1,350,992	)
	(1,557,686	)		(1,917,673	)		(38,412	)		(114,823	)		136,655			329,597			(4,412	)		(587,349	)

	39,287			130,960			3,194			4,175			617,955			4,166,699			10,588			50,007
	–			–			448			1,058			–			–			4,197			206
	(251,388	)		(667,657	)		(5,214	)		(15,956	)		(722,181	)		(3,101,380	)		(8,615	)		(87,065	)
	(212,101	)		(536,697	)		(1,572	)		(10,723	)		(104,226	)		1,065,319			6,170			(36,852	)

	–			485			–			–			1,027			15,261			–			473
	–			–			3			14			71			–			1,596			–
	(32,751	)		(125,049	)		(137	)		(2,010	)		(97,605	)		(179,725	)		(5,371	)		(6,500	)
	(32,751	)		(124,564	)		(134	)		(1,996	)		(96,507	)		(164,464	)		(3,775	)		(6,027	)

	536			1,180			916			1,097			75,469			830,828			12,893			67,574
	–			–			14			38			–			–			1,654			–
	(4,423	)		(22,459	)		(899	)		(2,837	)		(244,222	)		(238,352	)		(15,464	)		(23,384	)
	(3,887	)		(21,279	)		31			(1,702	)		(168,753	)		592,476			(917	)		44,190
	(1,806,425	)		(2,600,213	)		(40,087	)		(129,244	)		(232,831	)		1,822,928			(2,934	)		(586,038	)

See notes to financial statements.

Fifth Third Funds

Statements of Changes in Net Assets, continued –
Fund Share Transactions


	All Cap Value						Disciplined Large Cap Value
	Six months ended January 31, 2012 (a)			Year ended July 31, 2011			Six months ended January 31, 2012 (a)			Year ended July 31, 2011
Capital Transactions:
Institutional Shares
Shares issued	$	2,698,120		$	19,526,242		$	7,329,213		$	31,397,826
Dividends reinvested		504,231			757,318			1,546,696			3,059,191
Shares redeemed		(10,588,819	)		(48,177,457	)		(27,810,647	)		(210,022,647	)
Total Institutional Shares		(7,386,468	)		(27,893,897	)		(18,934,738	)		(175,565,630	)

Class A Shares
Shares issued		740,512			3,297,762			758,698			1,945,108
Dividends reinvested		199,380			291,783			88,177			158,133
Shares redeemed		(3,191,564	)		(16,467,176	)		(1,284,884	)		(4,149,379	)
Total Class A Shares		(2,251,672	)		(12,877,631	)		(438,009	)		(2,046,138	)

Class B Shares
Shares issued		–			9,045			–			58,730
Dividends reinvested		12,466			12,125			3,560			6,581
Shares redeemed		(548,672	)		(2,066,208	)		(272,596	)		(667,595	)
Total Class B Shares		(536,206	)		(2,045,038	)		(269,036	)		(602,284	)

Class C Shares
Shares issued		29,452			724,626			933			55,592
Dividends reinvested		9,011			7,860			1,529			2,103
Shares redeemed		(893,495	)		(1,678,228	)		(33,082	)		(337,442	)
Total Class C Shares		(855,032	)		(945,742	)		(30,620	)		(279,747	)

Select Shares
Shares issued		NA			NA			NA			NA
Dividends reinvested		NA			NA			NA			NA
Shares redeemed		NA			NA			NA			NA
Total Select Shares		NA			NA			NA			NA

Preferred Shares
Shares issued		NA			NA			NA			NA
Dividends reinvested		NA			NA			NA			NA
Shares redeemed		NA			NA			NA			NA
Total Preferred Shares		NA			NA			NA			NA

Trust Shares
Shares issued		NA			NA			NA			NA
Dividends reinvested		NA			NA			NA			NA
Shares redeemed		NA			NA			NA			NA
Total Trust Shares		NA			NA			NA			NA

Change from capital transactions	$	(11,029,378	)	$	(43,762,308	)	$	(19,672,403	)	$	(178,493,799	)



(a)	Unaudited

See notes to financial statements.

Fifth Third Funds

Statements of Changes in Net Assets, continued –
Fund Share Transactions


Structured Large Cap Plus						Equity Index						International Equity						Strategic Income
Six months ended January 31, 2012 (a)			Year ended July 31, 2011			Six months ended January 31, 2012 (a)			Year ended July 31, 2011			Six months ended January 31, 2012 (a)			Year ended July 31, 2011			Six months ended January 31, 2012 (a)			Year ended July 31, 2011

$	307,701		$	23,356		$	27,323,021		$	67,036,390		$	3,813,639		$	13,473,708		$	37,411,424		$	64,778,528
	501,011			1,335,143			2,490,540			8,627,624			3,810,747			4,380,017			1,117,377			1,204,529
	(6,845,035	)		(23,151,893	)		(27,068,559	)		(57,312,649	)		(11,417,460	)		(104,223,758	)		(11,752,850	)		(28,618,649	)
	(6,036,323	)		(21,793,394	)		2,745,002			18,351,365			(3,793,074	)		(86,370,033	)		26,775,951			37,364,408


	167,821			122,888			6,339,655			13,309,035			227,770			814,534			13,661,101			10,836,097
	31,803			72,392			552,336			2,017,734			220,471			203,874			438,037			680,398
	(326,772	)		(983,635	)		(8,926,946	)		(12,710,659	)		(712,983	)		(2,471,936	)		(4,405,414	)		(6,543,751	)
	(127,148	)		(788,355	)		(2,034,955	)		2,616,110			(264,742	)		(1,453,528	)		9,693,724			4,972,744


	–			–			–			2,665			41			15,389			72,301			71,671
	260			309			7,159			45,713			1,675			2,404			6,988			14,332
	(17,142	)		(159,881	)		(194,111	)		(642,590	)		(80,134	)		(317,523	)		(124,698	)		(331,767	)
	(16,882	)		(159,572	)		(186,952	)		(594,212	)		(78,418	)		(299,730	)		(45,409	)		(245,764	)


	35,784			41,053			230,837			595,873			577			3,918			5,672,496			6,073,962
	40			70			6,639			29,304			3,764			3,538			259,940			395,265
	(1,891	)		(45,193	)		(247,502	)		(475,460	)		(39,551	)		(87,692	)		(1,371,743	)		(2,747,838	)
	33,933			(4,070	)		(10,026	)		149,717			(35,210	)		(80,236	)		4,560,693			3,721,389


	NA			NA			1,541,645			4,197,419			NA			NA			NA			NA
	NA			NA			136,846			472,301			NA			NA			NA			NA
	NA			NA			(912,989	)		(3,724,267	)		NA			NA			NA			NA
	NA			NA			765,502			945,453			NA			NA			NA			NA


	NA			NA			12,968,742			64,318,212			NA			NA			NA			NA
	NA			NA			1,211,394			4,354,486			NA			NA			NA			NA
	NA			NA			(15,051,464	)		(28,756,816	)		NA			NA			NA			NA
	NA			NA			(871,328	)		39,915,882			NA			NA			NA			NA


	NA			NA			92,596			448,694			NA			NA			NA			NA
	NA			NA			67,924			1,121,763			NA			NA			NA			NA
	NA			NA			(1,832,810	)		(19,748,424	)		NA			NA			NA			NA
	NA			NA			(1,672,290	)		(18,177,967	)		NA			NA			NA			NA

$	(6,146,420	)	$	(22,745,391	)	$	(1,265,047	)	$	43,206,348		$	(4,171,444	)	$	(88,203,527	)	$	40,984,959		$	45,812,777

See notes to financial statements.

Fifth Third Funds

Statements of Changes in Net Assets, continued –
Fund Share Transactions


	All Cap Value						Disciplined Large Cap Value
	Six months ended January 31, 2012 (a)			Year ended July 31, 2011			Six months ended January 31, 2012 (a)			Year ended July 31, 2011
Share Transactions:
Institutional Shares
Shares issued		184,290			1,219,098			746,044			2,932,670
Dividends reinvested		34,373			48,233			156,306			291,227
Shares redeemed		(713,798	)		(3,123,144	)		(2,761,977	)		(20,815,447	)
Total Institutional Shares		(495,135	)		(1,855,813	)		(1,859,627	)		(17,591,550	)

Class A Shares
Shares issued		51,224			217,775			78,209			181,066
Dividends reinvested		13,824			18,981			8,935			15,034
Shares redeemed		(220,813	)		(1,088,658	)		(131,683	)		(389,773	)
Total Class A Shares		(155,765	)		(851,902	)		(44,539	)		(193,673	)

Class B Shares
Shares issued		–			610			–			5,280
Dividends reinvested		912			843			356			625
Shares redeemed		(39,912	)		(143,827	)		(27,282	)		(63,150	)
Total Class B Shares		(39,000	)		(142,374	)		(26,926	)		(57,245	)

Class C Shares
Shares issued		2,240			49,047			94			5,061
Dividends reinvested		660			546			156			203
Shares redeemed		(65,916	)		(117,800	)		(3,233	)		(33,160	)
Total Class C Shares		(63,016	)		(68,207	)		(2,983	)		(27,896	)

Select Shares
Shares issued		NA			NA			NA			NA
Dividends reinvested		NA			NA			NA			NA
Shares redeemed		NA			NA			NA			NA
Total Select Shares		NA			NA			NA			NA

Preferred Shares
Shares issued		NA			NA			NA			NA
Dividends reinvested		NA			NA			NA			NA
Shares redeemed		NA			NA			NA			NA
Total Preferred Shares		NA			NA			NA			NA

Trust Shares
Shares issued		NA			NA			NA			NA
Dividends reinvested		NA			NA			NA			NA
Shares redeemed		NA			NA			NA			NA
Total Trust Shares		NA			NA			NA			NA

Change from capital transactions		(752,916	)		(2,918,296	)		(1,934,075	)		(17,870,364	)



(a)	Unaudited

See notes to financial statements.

Fifth Third Funds

Statements of Changes in Net Assets, continued –
Fund Share Transactions


Structured Large Cap Plus						Equity Index						International Equity						Strategic Income
Six months ended January 31, 2012 (a)			Year ended July 31, 2011			Six months ended January 31, 2012 (a)			Year ended July 31, 2011			Six months ended January 31, 2012 (a)			Year ended July 31, 2011			Six months ended January 31, 2012 (a)			Year ended July 31, 2011

	24,762			1,824			1,206,329			2,853,315			529,546			1,606,141			3,623,974			6,226,704
	41,774			120,068			110,444			378,349			563,720			529,628			107,953			115,044
	(567,465	)		(1,898,186	)		(1,202,734	)		(2,444,183	)		(1,590,495	)		(12,504,750	)		(1,139,225	)		(2,764,055	)
	(500,929	)		(1,776,294	)		114,039			787,481			(497,229	)		(10,368,981	)		2,592,702			3,577,693

	13,883			10,956			285,478			574,178			31,193			98,542			1,323,363			1,046,607
	2,682			6,606			24,588			88,947			32,566			24,652			42,415			65,513
	(27,586	)		(86,184	)		(399,478	)		(547,440	)		(99,489	)		(298,404	)		(429,672	)		(631,699	)
	(11,021	)		(68,622	)		(89,412	)		115,685			(35,730	)		(175,210	)		936,106			480,421

	–			–			–			114			–			1,885			7,065			6,908
	22			29			319			2,040			248			295			677			1,381
	(1,480	)		(14,249	)		(8,724	)		(27,938	)		(11,391	)		(39,354	)		(12,160	)		(31,848	)
	(1,458	)		(14,220	)		(8,405	)		(25,784	)		(11,143	)		(37,174	)		(4,418	)		(23,559	)

	2,936			3,285			10,546			25,268			79			508			556,431			590,737
	3			7			296			1,308			593			457			25,428			38,443
	(167	)		(3,823	)		(11,301	)		(20,523	)		(5,636	)		(11,306	)		(134,484	)		(268,525	)
	2,772			(531	)		(459	)		6,053			(4,964	)		(10,341	)		447,375			360,655

	NA			NA			68,359			175,805			NA			NA			NA			NA
	NA			NA			6,062			20,774			NA			NA			NA			NA
	NA			NA			(40,758	)		(160,460	)		NA			NA			NA			NA
	NA			NA			33,663			36,119			NA			NA			NA			NA

	NA			NA			572,647			2,840,779			NA			NA			NA			NA
	NA			NA			53,755			190,945			NA			NA			NA			NA
	NA			NA			(670,051	)		(1,230,505	)		NA			NA			NA			NA
	NA			NA			(43,649	)		1,801,219			NA			NA			NA			NA

	NA			NA			4,063			18,521			NA			NA			NA			NA
	NA			NA			2,949			49,704			NA			NA			NA			NA
	NA			NA			(81,135	)		(832,599	)		NA			NA			NA			NA
	NA			NA			(74,123	)		(764,374	)		NA			NA			NA			NA

	(510,636	)		(1,859,667	)		(68,346	)		1,956,399			(549,066	)		(10,591,706	)		3,971,765			4,395,210

See notes to financial statements.

Fifth Third Funds

Statements of Changes in Net Assets, continued –
Fund Share Transactions


	LifeModel Aggressive^SM						LifeModel Moderately Aggressive^SM
	Six months ended January 31, 2012 (a)			Year ended July 31, 2011			Six months ended January 31, 2012 (a)			Year ended July 31, 2011
Capital Transactions:
Institutional Shares
Shares issued	$	8,586,909		$	18,639,433		$	11,140,629		$	23,301,906
Dividends reinvested		828,873			997,523			1,343,428			1,928,668
Shares redeemed		(12,792,140	)		(34,015,292	)		(17,647,308	)		(41,216,979	)
Total Institutional Shares		(3,376,358	)		(14,378,336	)		(5,163,251	)		(15,986,405	)

Class A Shares
Shares issued		1,642,045			3,240,105			5,148,904			7,435,443
Dividends reinvested		202,317			255,506			623,585			861,075
Shares redeemed		(5,201,775	)		(7,820,423	)		(8,314,086	)		(17,299,312	)
Total Class A Shares		(3,357,413	)		(4,324,812	)		(2,541,597	)		(9,002,794	)

Class B Shares
Shares issued		1,292			237			–			27,970
Dividends reinvested		28,971			36,556			104,378			177,225
Shares redeemed		(1,132,376	)		(2,775,279	)		(5,807,233	)		(9,892,059	)
Total Class B Shares		(1,102,113	)		(2,738,486	)		(5,702,855	)		(9,686,864	)

Class C Shares
Shares issued		16,887			97,149			11,402			84,711
Dividends reinvested		6,794			7,080			21,159			22,301
Shares redeemed		(67,097	)		(506,953	)		(315,474	)		(508,748	)
Total Class C Shares		(43,416	)		(402,724	)		(282,913	)		(401,736	)

Change from capital transactions	$	(7,879,300	)	$	(21,844,358	)	$	(13,690,616	)	$	(35,077,799	)

Share Transactions:
Institutional Shares
Shares issued		822,024			1,740,614			1,041,328			2,150,912
Dividends reinvested		78,899			92,303			125,637			175,329
Shares redeemed		(1,216,903	)		(3,158,405	)		(1,630,331	)		(3,752,437	)
Total Institutional Shares		(315,980	)		(1,325,488	)		(463,366	)		(1,426,196	)

Class A Shares
Shares issued		159,896			298,980			480,972			668,974
Dividends reinvested		19,409			23,912			58,371			78,417
Shares redeemed		(513,707	)		(722,459	)		(781,959	)		(1,572,158	)
Total Class A Shares		(334,402	)		(399,567	)		(242,616	)		(824,767	)

Class B Shares
Shares issued		121			23			–			2,587
Dividends reinvested		2,875			3,575			9,817			16,450
Shares redeemed		(115,373	)		(265,636	)		(549,951	)		(908,406	)
Total Class B Shares		(112,377	)		(262,038	)		(540,134	)		(889,369	)

Class C Shares
Shares issued		1,699			9,375			1,080			7,722
Dividends reinvested		675			692			1,989			2,064
Shares redeemed		(6,699	)		(47,155	)		(30,499	)		(47,473	)
Total Class C Shares		(4,325	)		(37,088	)		(27,430	)		(37,687	)

Change from capital transactions		(767,084	)		(2,024,181	)		(1,273,546	)		(3,178,019	)


(a)	Unaudited

See notes to financial statements.

Fifth Third Funds

Statements of Changes in Net Assets, continued –
Fund Share Transactions


LifeModel Moderate^SM						LifeModel Moderately Conservative^SM						LifeModel Conservative^SM						High Yield Bond
Six months ended January 31, 2012 (a)			Year ended July 31, 2011			Six months ended January 31, 2012 (a)			Year ended July 31, 2011			Six months ended January 31, 2012 (a)			Year ended July 31, 2011			Six months ended January 31, 2012 (a)			Year ended July 31, 2011

$	9,837,200		$	34,521,168		$	3,931,858		$	13,185,332		$	5,369,478		$	11,048,987		$	24,634,170		$	39,998,940
	2,896,723			4,847,018			512,890			912,662			480,024			847,073			327,254			1,164,919
	(17,384,556	)		(67,578,347	)		(7,856,440	)		(16,671,246	)		(4,319,047	)		(11,592,847	)		(16,521,469	)		(37,952,730	)
	(4,650,633	)		(28,210,161	)		(3,411,692	)		(2,573,252	)		1,530,455			303,213			8,439,955			3,211,129

	3,650,420			6,074,145			1,820,487			2,507,607			1,901,402			2,455,669			7,651,266			2,942,933
	496,394			771,128			205,536			315,017			149,924			250,758			104,968			87,353
	(4,030,296	)		(13,696,940	)		(1,736,792	)		(5,026,341	)		(2,102,806	)		(3,157,820	)		(700,306	)		(1,933,577	)
	116,518			(6,851,667	)		289,231			(2,203,717	)		(51,480	)		(451,393	)		7,055,928			1,096,709

	1,281			82,856			1,680			18,316			–			69,745			5,472			5,524
	85,044			185,957			32,195			86,819			20,800			56,877			444			1,121
	(3,724,268	)		(8,025,974	)		(1,696,209	)		(3,576,346	)		(686,789	)		(2,159,756	)		(2,775	)		(15,089	)
	(3,637,943	)		(7,757,161	)		(1,662,334	)		(3,471,211	)		(665,989	)		(2,033,134	)		3,141			(8,444	)

	74,416			185,100			100,103			53,198			19,318			4,596			657,328			1,018,241
	22,201			32,126			9,965			14,902			9,354			18,546			21,017			50,981
	(393,735	)		(415,504	)		(102,519	)		(196,572	)		(102,214	)		(641,474	)		(431,351	)		(172,138	)
	(297,118	)		(198,278	)		7,549			(128,472	)		(73,542	)		(618,332	)		246,994			897,084

$	(8,469,176	)	$	(43,017,267	)	$	(4,777,246	)	$	(8,376,652	)	$	739,444		$	(2,799,646	)	$	15,746,018		$	5,196,478

	944,263			3,357,280			409,928			1,369,667			551,117			1,153,932			2,567,086			4,019,504
	281,449			462,050			54,109			95,171			49,786			88,090			34,120			117,619
	(1,675,802	)		(6,454,224	)		(818,491	)		(1,725,401	)		(444,131	)		(1,201,394	)		(1,716,007	)		(3,800,177	)
	(450,090	)		(2,634,894	)		(354,454	)		(260,563	)		156,772			40,628			885,199			336,946

	352,007			575,051			190,703			259,957			196,861			254,367			800,421			296,600
	48,309			73,673			21,713			32,911			15,587			26,121			10,907			8,814
	(388,672	)		(1,303,445	)		(182,690	)		(530,473	)		(216,305	)		(333,058	)		(72,157	)		(195,998	)
	11,644			(654,721	)		29,726			(237,605	)		(3,857	)		(52,570	)		739,171			109,416

	124			7,959			175			1,945			–			7,232			579			559
	8,307			17,923			3,419			9,137			2,171			5,965			47			114
	(361,717	)		(769,149	)		(178,885	)		(374,318	)		(70,947	)		(225,157	)		(290	)		(1,503	)
	(353,286	)		(743,267	)		(175,291	)		(363,236	)		(68,776	)		(211,960	)		336			(830	)

	7,297			17,895			10,222			5,451			2,017			480			67,629			102,943
	2,166			3,082			1,055			1,561			973			1,940			2,203			5,160
	(38,126	)		(39,949	)		(10,814	)		(20,450	)		(10,590	)		(67,105	)		(45,190	)		(17,243	)
	(28,663	)		(18,972	)		463			(13,438	)		(7,600	)		(64,685	)		24,642			90,860

	(820,395	)		(4,051,854	)		(499,556	)		(874,842	)		76,539			(288,587	)		1,649,348			536,392

See notes to financial statements.

Fifth Third Funds

Statements of Changes in Net Assets, continued –
Fund Share Transactions


	Total Return Bond						Short Term Bond
	Six months ended January 31, 2012 (a)			Year ended July 31, 2011			Six months ended January 31, 2012 (a)			Year ended July 31, 2011
Capital Transactions:
Institutional Shares
Shares issued	$	3,096,232		$	46,132,328		$	6,221,939		$	51,207,673
Dividends reinvested		3,818,904			9,360,031			666,002			1,932,461
Shares redeemed		(36,798,374	)		(106,966,599	)		(81,099,404	)		(86,209,071	)
Total Institutional Shares		(29,883,238	)		(51,474,240	)		(74,211,463	)		(33,068,937	)

Class A Shares
Shares issued		1,278,586			1,350,981			12,573,955			6,411,233
Dividends reinvested		248,134			539,762			80,961			252,978
Shares redeemed		(1,405,787	)		(3,411,276	)		(4,120,199	)		(12,663,562	)
Total Class A Shares		120,933			(1,520,533	)		8,534,717			(5,999,351	)

Class B Shares
Shares issued		–			67,211			NA			NA
Dividends reinvested		3,889			36,092			NA			NA
Shares redeemed		(473,922	)		(1,137,285	)		NA			NA
Total Class B Shares		(470,033	)		(1,033,982	)		NA			NA

Class C Shares
Shares issued		63,271			41,728			869,145			1,594,201
Dividends reinvested		9,283			24,317			16,692			41,833
Shares redeemed		(91,644	)		(305,099	)		(1,203,705	)		(4,043,434	)
Total Class C Shares		(19,090	)		(239,054	)		(317,868	)		(2,407,400	)

Change from capital transactions	$	(30,251,428	)	$	(54,267,809	)	$	(65,994,614	)	$	(41,475,688	)

Share Transactions:
Institutional Shares
Shares issued		329,705			5,132,823			652,436			5,341,361
Dividends reinvested		410,930			1,035,907			69,991			201,741
Shares redeemed		(3,945,089	)		(11,896,091	)		(8,495,276	)		(8,994,274	)
Total Institutional Shares		(3,204,454	)		(5,727,361	)		(7,772,849	)		(3,451,172	)

Class A Shares
Shares issued		136,820			149,660			1,325,209			668,622
Dividends reinvested		26,702			59,768			8,512			26,427
Shares redeemed		(151,163	)		(377,785	)		(432,143	)		(1,322,903	)
Total Class A Shares		12,359			(168,357	)		901,578			(627,854	)

Class B Shares
Shares issued		–			7,383			NA			NA
Dividends reinvested		418			3,995			NA			NA
Shares redeemed		(50,770	)		(125,739	)		NA			NA
Total Class B Shares		(50,352	)		(114,361	)		NA			NA

Class C Shares
Shares issued		6,772			4,631			91,407			166,753
Dividends reinvested		997			2,688			1,758			4,378
Shares redeemed		(9,848	)		(33,696	)		(126,746	)		(423,229	)
Total Class C Shares		(2,079	)		(26,377	)		(33,581	)		(252,098	)

Change from capital transactions		(3,244,526	)		(6,036,456	)		(6,904,852	)		(4,331,124	)



(a)	Unaudited

See notes to financial statements.

100

Fifth Third Funds

Statement of Cash Flows

For the six months ended January 31, 2012 (Unaudited)


	Structured Large Cap Plus
Increase (Decrease) in Cash:

Cash flows from operating activities:
Net increase in net assets from operations	$	3,386,571

Adjustments to reconcile net increase in net assets from operations to net cash used in operating activities:
Purchases of long-term securities		(27,882,472	)
Proceeds from sales of long-term securities		45,071,567
Cost of short-term investment securities, net		(2,649,553	)
Proceeds from securities sold short		5,799,615
Buys to cover for securities sold short		(14,281,291	)
Increase in deposits with brokers for futures contracts		(20,000	)
Decrease in dividends receivable		24,778
Increase in other assets		(212,024	)
Proceeds from futures transactions		389,570
Increase in payable for investments purchased		203
Decrease in payable to Advisor		(2,621	)
Decrease in distribution and administrative servicing fee payable		(27	)
Decrease in dividends payable on securities sold short		(13,964	)
Decrease in other liabilities		(1,435	)
Unrealized depreciation on investments		1,470,006
Net realized gain on investments		(4,377,019	)
Net cash received from operating activities		6,701,904

Cash flows from financing activities:
Cash distributions paid *		(16,498	)
Proceeds from shares sold		506,365
Payment on shares redeemed		(7,191,771	)
Net cash used for financing activities		(6,701,904	)

Net Decrease in Cash		0

Cash and Foreign Currency:
Beginning of year		0
End of year	$	0

Supplemental disclosure of cash flow information:
Interest paid	$	78,757



*	Noncash financing activities not included herein consist of reinvestment of dividends of $533,114.

See notes to financial statements.

101

Fifth Third Funds

Financial Highlights

(For a share of beneficial interest outstanding throughout each period)


				Change in Net Assets Resulting from Operations						Less Dividends and Distributions from
	Net Asset Value, Beginning of Period			Net Investment Income/(Loss)		Net Realized and Unrealized Gains/(Losses) from Investment Transactions		Change in Net Assets Resulting from Operations		Net Investment Income	Net Realized Gains
Small Cap Growth Institutional Shares
Six months ended 1/31/12 ~		$	9.01	(0.03	)∆	(0.33	)	(0.36	)	–	–
Year ended 7/31/11		$	7.04	(0.02	)∆	1.99		1.97		–	–
Year ended 7/31/10		$	6.08	(0.03	)∆	0.99		0.96		–	–
Year ended 7/31/09		$	8.09	(0.03	)∆	(1.98	)	(2.01	)	–	–
Year ended 7/31/08		$	13.42	(0.06	)∆	(0.77	)	(0.83	)	–	(4.50	)
Year ended 7/31/07		$	14.10	(0.08	)∆	2.64		2.56		–	(3.24	)
Small Cap Growth Class A Shares
Six months ended 1/31/12 ~		$	8.34	(0.04	)∆	(0.30	)	(0.34	)	–	–
Year ended 7/31/11		$	6.54	(0.04	)∆	1.84		1.80		–	–
Year ended 7/31/10		$	5.66	(0.04	)∆	0.92		0.88		–	–
Year ended 7/31/09		$	7.54	(0.04	)∆	(1.84	)	(1.88	)	–	–
Year ended 7/31/08		$	12.84	(0.08	)∆	(0.72	)	(0.80	)	–	(4.50	)
Year ended 7/31/07		$	13.65	(0.11	)∆	2.54		2.43		–	(3.24	)
Small Cap Growth Class B Shares
Six months ended 1/31/12 ~		$	7.48	(0.06	)∆	(0.27	)	(0.33	)	–	–
Year ended 7/31/11		$	5.91	(0.09	)∆	1.66		1.57		–	–
Year ended 7/31/10		$	5.15	(0.08	)∆	0.84		0.76		–	–
Year ended 7/31/09		$	6.92	(0.07	)∆	(1.70	)	(1.77	)	–	–
Year ended 7/31/08		$	12.21	(0.14	)∆	(0.65	)	(0.79	)	–	(4.50	)
Year ended 7/31/07		$	13.21	(0.20	)∆	2.44		2.24		–	(3.24	)
Small Cap Growth Class C Shares
Six months ended 1/31/12 ~		$	7.47	(0.06	)∆	(0.26	)	(0.32	)	–	–
Year ended 7/31/11		$	5.90	(0.09	)∆	1.66		1.57		–	–
Year ended 7/31/10		$	5.16	(0.08	)∆	0.82		0.74		–	–
Year ended 7/31/09		$	6.93	(0.07	)∆	(1.70	)	(1.77	)	–	–
Year ended 7/31/08		$	12.23	(0.14	)∆	(0.66	)	(0.80	)	–	(4.50	)
Year ended 7/31/07		$	13.23	(0.20	)∆	2.44		2.24		–	(3.24	)
Mid Cap Growth Institutional Shares
Six months ended 1/31/12 ~		$	11.89	(0.02	)∆	0.05		0.03		–	–
Year ended 7/31/11		$	8.66	(0.01	)∆	3.24		3.23		–	–
Year ended 7/31/10		$	7.34	(0.02	)∆	1.34		1.32		–	–
Year ended 7/31/09		$	12.03	(0.01	)∆	(3.27	)	(3.28	)	–	(1.41	)
Year ended 7/31/08		$	15.70	(0.05	)∆	(1.43	)	(1.48	)	–	(2.19	)
Year ended 7/31/07		$	16.55	(0.07	)∆@	2.72		2.65		–	(3.50	)
Mid Cap Growth Class A Shares
Six months ended 1/31/12 ~		$	11.22	(0.03	)∆	0.05		0.02		–	–
Year ended 7/31/11		$	8.20	(0.04	)∆	3.06		3.02		–	–
Year ended 7/31/10		$	6.96	(0.04	)∆	1.28		1.24		–	–
Year ended 7/31/09		$	11.56	(0.03	)∆	(3.16	)	(3.19	)	–	(1.41	)
Year ended 7/31/08		$	15.20	(0.08	)∆	(1.37	)	(1.45	)	–	(2.19	)
Year ended 7/31/07		$	16.17	(0.11	)∆@	2.64		2.53		–	(3.50	)
Mid Cap Growth Class B Shares
Six months ended 1/31/12 ~		$	9.90	(0.06	)∆	0.03		(0.03	)	–	–
Year ended 7/31/11		$	7.28	(0.10	)∆	2.72		2.62		–	–
Year ended 7/31/10		$	6.24	(0.09	)∆	1.13		1.04		–	–
Year ended 7/31/09		$	10.68	(0.07	)∆	(2.96	)	(3.03	)	–	(1.41	)
Year ended 7/31/08		$	14.31	(0.17	)∆	(1.27	)	(1.44	)	–	(2.19	)
Year ended 7/31/07		$	15.50	(0.21	)∆@	2.52		2.31		–	(3.50	)
Mid Cap Growth Class C Shares
Six months ended 1/31/12 ~		$	9.24	(0.06	)∆	0.04		(0.02	)	–	–
Year ended 7/31/11		$	6.80	(0.11	)∆	2.55		2.44		–	–
Year ended 7/31/10		$	5.82	(0.08	)∆	1.06		0.98		–	–
Year ended 7/31/09		$	10.13	(0.07	)∆	(2.83	)	(2.90	)	–	(1.41	)
Year ended 7/31/08		$	13.65	(0.16	)∆	(1.17	)	(1.33	)	–	(2.19	)
Year ended 7/31/07		$	14.94	(0.20	)∆@	2.41		2.21		–	(3.50	)

See notes to financial highlights
and notes to financial statements.

102

Fifth Third Funds

Financial Highlights
(For a share of beneficial interest outstanding throughout each period)


						Ratios/Supplemental Data
Total Dividends and Distributions		Net Asset Value, End of Period		Total Return (excludes sales charge)		Net Assets, End of Period (000’s)		Ratios of Expenses to Average Net Assets (a)		Ratios of Expenses to Average Net Assets (b)		Ratios of Net Investment Income/(Loss) to Average Net Assets		Portfolio Turnover Rate (c)

–		$	8.65	(4.00	)%*	$	25,929	1.45	%**	1.06	%**	(0.74	)%**	47	%
–		$	9.01	27.98	%	$	30,631	1.27	%	1.05	%	(0.22	)%	74	%
–		$	7.04	15.79	%	$	35,914	1.25	%	1.01	%	(0.45	)%	86	%
–		$	6.08	(24.85	)%	$	43,273	1.25	%	1.01	%	(0.48	)%	81	%
(4.50	)	$	8.09	(10.17	)%	$	66,801	1.09	%	1.01	%	(0.60	)%	105	%
(3.24	)	$	13.42	20.45	%	$	112,591	1.06	%	1.01	%	(0.59	)%	90	%

–		$	8.00	(4.08	)%*	$	6,962	1.70	%**	1.31	%**	(0.99	)%**	47	%
–		$	8.34	27.52	%	$	8,212	1.52	%	1.30	%	(0.50	)%	74	%
–		$	6.54	15.55	%	$	7,036	1.50	%	1.26	%	(0.69	)%	86	%
–		$	5.66	(24.93	)%	$	6,630	1.50	%	1.26	%	(0.73	)%	81	%
(4.50	)	$	7.54	(10.48	)%	$	10,722	1.34	%	1.26	%	(0.86	)%	105	%
(3.24	)	$	12.84	20.11	%	$	16,036	1.30	%	1.26	%	(0.84	)%	90	%

–		$	7.15	(4.41	)%*	$	156	2.45	%**	2.06	%**	(1.74	)%**	47	%
–		$	7.48	26.57	%	$	227	2.27	%	2.05	%	(1.22	)%	74	%
–		$	5.91	14.76	%	$	351	2.25	%	2.01	%	(1.46	)%	86	%
–		$	5.15	(25.58	)%	$	549	2.25	%	2.01	%	(1.48	)%	81	%
(4.50	)	$	6.92	(11.15	)%	$	897	2.09	%	2.01	%	(1.61	)%	105	%
(3.24	)	$	12.21	19.31	%	$	1,318	2.06	%	2.01	%	(1.59	)%	90	%

–		$	7.15	(4.16	)%*	$	131	2.45	%**	2.06	%**	(1.75	)%**	47	%
–		$	7.47	26.44	%	$	141	2.27	%	2.05	%	(1.25	)%	74	%
–		$	5.90	14.34	%	$	111	2.25	%	2.01	%	(1.44	)%	86	%
–		$	5.16	(25.54	)%	$	234	2.26	%	2.01	%	(1.49	)%	81	%
(4.50	)	$	6.93	(11.14	)%	$	273	2.09	%	2.01	%	(1.61	)%	105	%
(3.24	)	$	12.23	19.18	%	$	426	2.05	%	2.01	%	(1.60	)%	90	%

–		$	11.92	0.08	%*	$	55,383	1.30	%**	0.95	%**	(0.34	)%**	64	%
–		$	11.89	37.30	%	$	69,441	1.24	%	0.93	%	(0.13	)%	111	%
–		$	8.66	17.98	%	$	68,705	1.23	%	0.89	%	(0.25	)%	92	%
(1.41	)	$	7.34	(23.93	)%	$	81,725	1.17	%	1.01	%	(0.15	)%	47	%
(2.19	)	$	12.03	(11.24	)%	$	209,074	1.11	%	1.09	%	(0.38	)%	96	%
(3.50	)	$	15.70	17.32	%@	$	313,124	1.09	%	1.09	%	(0.48	)%	55	%

–		$	11.24	–	%*	$	15,705	1.55	%**	1.20	%**	(0.59	)%**	64	%
–		$	11.22	36.83	%	$	16,042	1.49	%	1.18	%	(0.40	)%	111	%
–		$	8.20	17.82	%	$	12,084	1.48	%	1.14	%	(0.50	)%	92	%
(1.41	)	$	6.96	(24.18	)%	$	11,989	1.42	%	1.24	%	(0.38	)%	47	%
(2.19	)	$	11.56	(11.43	)%	$	20,378	1.36	%	1.34	%	(0.62	)%	96	%
(3.50	)	$	15.20	16.93	%@	$	29,103	1.35	%	1.34	%	(0.73	)%	55	%

–		$	9.87	(0.40	)%*	$	511	2.30	%**	1.95	%**	(1.35	)%**	64	%
–		$	9.90	35.99	%	$	826	2.24	%	1.93	%	(1.10	)%	111	%
–		$	7.28	16.67	%	$	1,062	2.23	%	1.89	%	(1.25	)%	92	%
(1.41	)	$	6.24	(24.72	)%	$	1,883	2.17	%	2.00	%	(1.13	)%	47	%
(2.19	)	$	10.68	(12.14	)%	$	4,187	2.11	%	2.09	%	(1.38	)%	96	%
(3.50	)	$	14.31	16.14	%@	$	5,707	2.09	%	2.09	%	(1.48	)%	55	%

–		$	9.22	(0.32	)%*	$	439	2.30	%**	1.95	%**	(1.35	)%**	64	%
–		$	9.24	35.88	%	$	559	2.24	%	1.93	%	(1.26	)%	111	%
–		$	6.80	16.84	%	$	246	2.23	%	1.89	%	(1.24	)%	92	%
(1.41	)	$	5.82	(24.82	)%	$	376	2.17	%	2.00	%	(1.13	)%	47	%
(2.19	)	$	10.13	(11.88	)%	$	714	2.11	%	2.09	%	(1.37	)%	96	%
(3.50	)	$	13.65	16.07	%@	$	802	2.09	%	2.09	%	(1.47	)%	55	%

See notes to financial highlights
and notes to financial statements.

103

Fifth Third Funds

Financial Highlights, continued
(For a share of beneficial interest outstanding throughout each period)


				Change in Net Assets Resulting from Operations						Less Dividends and Distributions from
	Net Asset Value, Beginning of Period			Net Investment Income/(Loss)		Net Realized and Unrealized Gains/ (Losses) from Investment Transactions		Change in Net Assets Resulting from Operations		Net Investment Income		Net Realized Gains
Quality Growth Institutional Shares
Six months ended 1/31/12 ~		$	17.05	0.01	∆	(0.03	)	(0.02	)	–		–
Year ended 7/31/11		$	13.44	0.01	∆	3.62		3.63		(0.02	)	–
Year ended 7/31/10		$	12.44	0.02	∆	1.02		1.04		(0.04	)	–
Year ended 7/31/09		$	16.57	0.07	∆	(3.66	)	(3.59	)	(0.04	)	(0.50	)
Year ended 7/31/08		$	18.52	0.04	∆	0.72		0.76		(0.04	)	(2.67	)
Year ended 7/31/07		$	15.67	0.11	∆@	3.07		3.18		(0.08	)	(0.25	)
Quality Growth Class A Shares
Six months ended 1/31/12 ~		$	16.52	(0.01	)∆	(0.03	)	(0.04	)	–		–
Year ended 7/31/11		$	13.04	(0.03	)∆	3.51		3.48		–		–
Year ended 7/31/10		$	12.09	(0.01	)∆	0.98		0.97		(0.02	)	–
Year ended 7/31/09		$	16.14	0.04	∆	(3.56	)	(3.52	)	(0.03	)	(0.50	)
Year ended 7/31/08		$	18.12	(0.01	)∆	0.71		0.70		(0.01	)	(2.67	)
Year ended 7/31/07		$	15.36	0.06	∆@	3.01		3.07		(0.06	)	(0.25	)
Quality Growth Class B Shares
Six months ended 1/31/12 ~		$	15.20	(0.06	)∆	(0.04	)	(0.10	)	–		–
Year ended 7/31/11		$	12.08	(0.13	)∆	3.25		3.12		–		–
Year ended 7/31/10		$	11.27	(0.10	)∆	0.91		0.81		–		–
Year ended 7/31/09		$	15.19	(0.04	)∆	(3.38	)	(3.42	)	–		(0.50	)
Year ended 7/31/08		$	17.30	(0.13	)∆	0.69		0.56		–		(2.67	)
Year ended 7/31/07		$	14.74	(0.06	)∆@	2.88		2.82		(0.01	)	(0.25	)
Quality Growth Class C Shares
Six months ended 1/31/12 ~		$	14.71	(0.06	)∆	(0.03	)	(0.09	)	–		–
Year ended 7/31/11		$	11.70	(0.13	)∆	3.14		3.01		–		–
Year ended 7/31/10		$	10.91	(0.10	)∆	0.89		0.79		–		–
Year ended 7/31/09		$	14.72	(0.04	)∆	(3.27	)	(3.31	)	–		(0.50	)
Year ended 7/31/08		$	16.85	(0.12	)∆	0.66		0.54		–		(2.67	)
Year ended 7/31/07		$	14.36	(0.06	)∆@	2.81		2.75		(0.01	)	(0.25	)
Dividend Growth Institutional Shares
Six months ended 1/31/12 ~		$	23.27	0.14	∆	0.16		0.30		(0.15	)	–
Year ended 7/31/11		$	20.00	0.32	∆	3.28		3.60		(0.33	)	–
Year ended 7/31/10		$	18.36	0.27	∆	1.64		1.91		(0.27	)	–
Year ended 7/31/09		$	23.76	0.32	∆	(5.34	)	(5.02	)	(0.38	)	–
Year ended 7/31/08		$	25.50	0.34	∆	(1.77	)	(1.43	)	(0.31	)	–
Year ended 7/31/07		$	22.56	0.57	∆@	2.85		3.42		(0.48	)	–
Dividend Growth Class A Shares
Six months ended 1/31/12 ~		$	22.84	0.11	∆	0.15		0.26		(0.12	)	–
Year ended 7/31/11		$	19.64	0.25	∆	3.23		3.48		(0.28	)	–
Year ended 7/31/10		$	18.03	0.22	∆	1.61		1.83		(0.22	)	–
Year ended 7/31/09		$	23.35	0.26	∆	(5.24	)	(4.98	)	(0.34	)	–
Year ended 7/31/08		$	25.07	0.27	∆	(1.74	)	(1.47	)	(0.25	)	–
Year ended 7/31/07		$	22.18	0.49	∆@	2.82		3.31		(0.42	)	–
Dividend Growth Class B Shares
Six months ended 1/31/12 ~		$	22.06	0.03	∆	0.15		0.18		(0.05	)	–
Year ended 7/31/11		$	18.97	0.08	∆	3.11		3.19		(0.10	)	–
Year ended 7/31/10		$	17.42	0.07	∆	1.55		1.62		(0.07	)	–
Year ended 7/31/09		$	22.57	0.14	∆	(5.08	)	(4.94	)	(0.21	)	–
Year ended 7/31/08		$	24.31	0.08	∆	(1.67	)	(1.59	)	(0.15	)	–
Year ended 7/31/07		$	21.53	0.31	∆@	2.71		3.02		(0.24	)	–
Dividend Growth Class C Shares
Six months ended 1/31/12 ~		$	21.35	0.03	∆	0.13		0.16		(0.05	)	–
Year ended 7/31/11		$	18.38	0.07	∆	3.03		3.10		(0.13	)	–
Year ended 7/31/10		$	16.89	0.06	∆	1.52		1.58		(0.09	)	–
Year ended 7/31/09		$	21.92	0.12	∆	(4.92	)	(4.80	)	(0.23	)	–
Year ended 7/31/08		$	23.67	0.08	∆	(1.68	)	(1.60	)	(0.15	)	–
Year ended 7/31/07		$	20.97	0.29	∆@	2.66		2.95		(0.25	)	–

See notes to financial highlights
and notes to financial statements.

104

Fifth Third Funds

Financial Highlights, continued
(For a share of beneficial interest outstanding throughout each period)


							Ratios/Supplemental Data

Total Dividends and Distributions		Net Asset Value, End of Period			Total Return (excludes sales charge)		Net Assets, End of Period (000’s)		Ratios of Expenses to Average Net Assets (a)		Ratios of Expenses to Average Net Assets (b)		Ratios of Net Investment Income/(Loss) to Average Net Assets		Portfolio Turnover Rate (c)

–			$	17.03	(0.12	)%*	$	235,267	1.15	%**	1.02	%**	0.10	%**	25	%
(0.02	)		$	17.05	27.01	%	$	262,161	1.13	%	1.06	%	0.04	%	88	%
(0.04	)		$	13.44	8.33	%	$	232,350	1.13	%	1.06	%	0.17	%	56	%
(0.54	)		$	12.44	(21.13	)%	$	237,049	1.13	%	1.06	%	0.62	%	31	%
(2.71	)		$	16.57	2.79	%	$	371,615	1.11	%	1.07	%	0.21	%	57	%
(0.33	)		$	18.52	20.51	%@	$	535,734	1.10	%	1.08	%	0.52	%	98	%

–			$	16.48	(0.24	)%*	$	61,222	1.40	%**	1.27	%**	(0.15	)%**	25	%
–			$	16.52	26.69	%	$	64,891	1.38	%	1.31	%	(0.21	)%	88	%
(0.02	)		$	13.04	8.03	%	$	58,198	1.38	%	1.31	%	(0.08	)%	56	%
(0.53	)		$	12.09	(21.29	)%	$	61,219	1.38	%	1.31	%	0.37	%	31	%
(2.68	)		$	16.14	2.51	%	$	90,015	1.36	%	1.32	%	(0.03	)%	57	%
(0.31	)		$	18.12	20.18	%@	$	92,728	1.35	%	1.33	%	0.27	%	98	%

–			$	15.10	(0.66	)%*	$	827	2.15	%**	2.02	%**	(0.90	)%**	25	%
–			$	15.20	25.83	%	$	1,330	2.13	%	2.06	%	(0.93	)%	88	%
–			$	12.08	7.19	%	$	2,563	2.13	%	2.06	%	(0.81	)%	56	%
(0.50	)		$	11.27	(21.96	)%	$	6,185	2.12	%	2.06	%	(0.37	)%	31	%
(2.67	)		$	15.19	1.78	%	$	14,165	2.11	%	2.07	%	(0.77	)%	57	%
(0.26	)		$	17.30	19.29	%@	$	11,347	2.10	%	2.08	%	(0.49	)%	98	%

–			$	14.62	(0.61	)%*	$	1,049	2.15	%**	2.02	%**	(0.90	)%**	25	%
–			$	14.71	25.73	%	$	1,113	2.13	%	2.06	%	(0.95	)%	88	%
–			$	11.70	7.34	%	$	1,133	2.13	%	2.06	%	(0.81	)%	56	%
(0.50	)		$	10.91	(21.97	)%	$	1,631	2.13	%	2.06	%	(0.38	)%	31	%
(2.67	)		$	14.72	1.70	%	$	2,805	2.11	%	2.07	%	(0.77	)%	57	%
(0.26	)		$	16.85	19.30	%@	$	2,275	2.10	%	2.08	%	(0.45	)%	98	%

(0.15	)		$	23.42	1.32	%*	$	2,413	4.20	%**	0.73	%**	1.28	%**	49	%
(0.33	)		$	23.27	18.02	%	$	3,292	3.31	%	0.73	%	1.42	%	53	%
(0.27	)		$	20.00	10.44	%	$	5,127	2.82	%	0.73	%	1.37	%	63	%
(0.38	)		$	18.36	(21.12	)%	$	6,977	2.22	%	0.73	%	1.76	%	102	%
(0.31	)		$	23.76	(5.69	)%	$	16,556	1.76	%	0.73	%	1.33	%	76	%
(0.48	)		$	25.50	15.22	%@	$	18,875	1.67	%	0.73	%	2.08	%	68	%

(0.12	)		$	22.98	1.17	%*	$	2,014	4.47	%**	0.98	%**	1.04	%**	49	%
(0.28	)		$	22.84	17.77	%	$	2,038	3.57	%	0.98	%	1.12	%	53	%
(0.22	)		$	19.64	10.19	%	$	1,963	3.07	%	0.98	%	1.11	%	63	%
(0.34	)		$	18.03	(21.37	)%	$	2,078	2.50	%	0.98	%	1.49	%	102	%
(0.25	)		$	23.35	(5.93	)%	$	3,074	2.00	%	0.98	%	1.08	%	76	%
(0.42	)		$	25.07	14.97	%@	$	3,926	1.92	%	0.98	%	1.80	%	68	%

(0.05	)		$	22.19	0.82	%*	$	35	5.19	%**	1.73	%**	0.29	%**	49	%
(0.10	)		$	22.06	16.85	%	$	38	4.33	%	1.73	%	0.40	%	53	%
(0.07	)		$	18.97	9.38	%	$	70	3.82	%	1.73	%	0.38	%	63	%
(0.21	)		$	17.42	(21.93	)%	$	113	3.21	%	1.73	%	0.79	%	102	%
(0.15	)		$	22.57	(6.62	)%	$	225	2.74	%	1.73	%	0.34	%	76	%
(0.24	)		$	24.31	14.11	%@	$	369	2.66	%	1.73	%	1.08	%	68	%

(0.05	)		$	21.46	0.78	%*	$	154	5.24	%**	1.73	%**	0.29	%**	49	%
(0.13	)		$	21.35	16.90	%	$	152	4.32	%	1.73	%	0.35	%	53	%
(0.09	)		$	18.38	9.34	%	$	162	3.82	%	1.73	%	0.35	%	63	%
(0.23	)		$	16.89	(21.93	)%	$	156	3.26	%	1.73	%	0.75	%	102	%
(0.15	)		$	21.92	(6.83	)%	$	228	2.74	%	1.73	%	0.34	%	76	%
(0.25	)		$	23.67	14.12	%@	$	356	2.67	%	1.73	%	1.02	%	68	%

See notes to financial highlights
and notes to financial statements.

105

Fifth Third Funds

Financial Highlights, continued

(For a share of beneficial interest outstanding throughout each period)


				Change in Net Assets Resulting from Operations						Less Dividends and Distributions from
	Net Asset Value, Beginning of Period			Net Investment Income/(Loss)		Net Realized and Unrealized Gains/(Losses) from Investment Transactions		Change in Net Assets Resulting from Operations		Net Investment Income		Net Realized Gains
Micro Cap Value Institutional Shares
Six months ended 1/31/12 ~		$	4.58	–	^Δ	0.10		0.10		–		–
Year ended 7/31/11		$	3.92	–	^Δ	0.66		0.66		–		–
Year ended 7/31/10		$	3.24	(0.01	)Δ	0.69		0.68		–		–
Year ended 7/31/09		$	3.75	0.02	Δ	(0.51	)	(0.49	)	(0.01	)	(0.01	)
Year ended 7/31/08		$	7.02	0.02	Δ	(0.78	)	(0.76	)	(0.01	)	(2.50	)
Year ended 7/31/07		$	8.05	0.01	Δ	0.93		0.94		(0.05	)	(1.92	)
Micro Cap Value Class A Shares
Six months ended 1/31/12 ~		$	4.24	–	^Δ	0.08		0.08		–		–
Year ended 7/31/11		$	3.63	(0.01	)Δ	0.62		0.61		–		–
Year ended 7/31/10		$	3.01	(0.01	)Δ	0.63		0.62		–		–
Year ended 7/31/09		$	3.49	0.01	Δ	(0.47	)	(0.46	)	(0.01	)	(0.01	)
Year ended 7/31/08		$	6.73	0.01	Δ	(0.75	)	(0.74	)	–		(2.50	)
Year ended 7/31/07		$	7.80	(0.01	)Δ	0.90		0.89		(0.04	)	(1.92	)
Micro Cap Value Class B Shares
Six months ended 1/31/12 ~		$	3.76	(0.01	)Δ	0.07		0.06		–		–
Year ended 7/31/11		$	3.25	(0.04	)Δ	0.55		0.51		–		–
Year ended 7/31/10		$	2.71	(0.03	)Δ	0.57		0.54		–		–
Year ended 7/31/09		$	3.16	(0.01	)Δ	(0.43	)	(0.44	)	–		(0.01	)
Year ended 7/31/08		$	6.39	(0.02	)Δ	(0.71	)	(0.73	)	–		(2.50	)
Year ended 7/31/07		$	7.52	(0.06	)Δ	0.86		0.80		(0.01	)	(1.92	)
Micro Cap Value Class C Shares
Six months ended 1/31/12 ~		$	3.77	(0.01	)Δ	0.06		0.05		–		–
Year ended 7/31/11		$	3.25	(0.04	)Δ	0.56		0.52		–		–
Year ended 7/31/10		$	2.72	(0.04	)Δ	0.57		0.53		–		–
Year ended 7/31/09		$	3.17	(0.01	)Δ	(0.43	)	(0.44	)	–		(0.01	)
Year ended 7/31/08		$	6.39	(0.02	)Δ	(0.70	)	(0.72	)	–		(2.50	)
Year ended 7/31/07		$	7.52	(0.05	)Δ	0.84		0.79		–		(1.92	)
Small Cap Value Institutional Shares
Six months ended 1/31/12 ~		$	19.67	0.08	Δ	0.06		0.14		(0.06	)	(1.06	)
Year ended 7/31/11		$	16.34	0.13	Δ	3.27		3.40		(0.07	)	–
Year ended 7/31/10		$	13.48	0.11	Δ	2.85		2.96		(0.10	)	–
Year ended 7/31/09		$	17.04	0.21	Δ	(3.55	)	(3.34	)	(0.22	)	–
Year ended 7/31/08		$	20.29	0.19	Δ	(0.91	)	(0.72	)	(0.16	)	(2.37	)
Year ended 7/31/07		$	20.89	0.13	Δ	2.12		2.25		(0.08	)	(2.77	)
Small Cap Value Class A Shares
Six months ended 1/31/12 ~		$	19.43	0.06	Δ	0.05		0.11		(0.02	)	(1.06	)
Year ended 7/31/11		$	16.15	0.08	Δ	3.23		3.31		(0.03	)	–
Year ended 7/31/10		$	13.33	0.06	Δ	2.83		2.89		(0.07	)	–
Year ended 7/31/09		$	16.84	0.18	Δ	(3.51	)	(3.33	)	(0.18	)	–
Year ended 7/31/08		$	20.09	0.14	Δ	(0.90	)	(0.76	)	(0.12	)	(2.37	)
Year ended 7/31/07		$	20.74	0.08	Δ	2.11		2.19		(0.07	)	(2.77	)
Small Cap Value Class B Shares
Six months ended 1/31/12 ~		$	18.45	(0.01	)Δ	0.04		0.03		–		(1.06	)
Year ended 7/31/11		$	15.42	(0.06	)Δ	3.09		3.03		–		–
Year ended 7/31/10		$	12.77	(0.05	)Δ	2.70		2.65		–		–
Year ended 7/31/09		$	16.11	0.08	Δ	(3.35	)	(3.27	)	(0.07	)	–
Year ended 7/31/08		$	19.34	–	^Δ	(0.86	)	(0.86	)	–		(2.37	)
Year ended 7/31/07		$	20.18	(0.08	)Δ	2.05		1.97		(0.04	)	(2.77	)
Small Cap Value Class C Shares
Six months ended 1/31/12 ~		$	18.38	(0.01	)Δ	0.04		0.03		–		(1.06	)
Year ended 7/31/11		$	15.37	(0.07	)Δ	3.08		3.01		–		–
Year ended 7/31/10		$	12.73	(0.06	)Δ	2.70		2.64		–		–
Year ended 7/31/09		$	16.07	0.08	Δ	(3.33	)	(3.25	)	(0.09	)	–
Year ended 7/31/08		$	19.31	–	^Δ	(0.87	)	(0.87	)	–		(2.37	)
Year ended 7/31/07		$	20.14	(0.08	)Δ	2.06		1.98		(0.04	)	(2.77	)

See notes to financial highlights
and notes to financial statements.

106

Fifth Third Funds

Financial Highlights, continued

(For a share of beneficial interest outstanding throughout each period)


						Ratios/Supplemental Data
Total Dividends and Distributions		Net Asset Value, End of Period		Total Return (excludes sales charge)		Net Assets, End of Period (000’s)		Ratios of Expenses to Average Net Assets (a)		Ratios of Expenses to Average Net Assets (b)		Ratios of Net Investment Income/(Loss) to Average Net Assets		Portfolio Turnover Rate (c)

–		$	4.68	2.18	%*	$	27,494	1.77	%**	1.35	%**	0.19	%**	20	%
–		$	4.58	16.84	%	$	26,317	1.71	%	1.35	%	(0.08	)%	59	%
–		$	3.92	20.99	%	$	21,195	1.82	%	1.35	%	(0.16	)%	56	%
(0.02	)	$	3.24	(12.86	)%	$	17,394	1.89	%	1.35	%	0.64	%	46	%
(2.51	)	$	3.75	(12.23	)%	$	22,662	1.82	%	1.35	%	0.37	%	49	%
(1.97	)	$	7.02	12.53	%	$	51,541	1.52	%	1.35	%	0.17	%	72	%

–		$	4.32	1.89	%*	$	18,014	2.02	%**	1.60	%**	(0.04	)%**	20	%
–		$	4.24	16.80	%	$	18,117	1.96	%	1.60	%	(0.33	)%	59	%
–		$	3.63	20.60	%	$	11,649	2.07	%	1.60	%	(0.41	)%	56	%
(0.02	)	$	3.01	(13.18	)%	$	7,497	2.14	%	1.60	%	0.40	%	46	%
(2.50	)	$	3.49	(12.41	)%	$	10,552	2.06	%	1.60	%	0.16	%	49	%
(1.96	)	$	6.73	12.24	%	$	11,486	1.77	%	1.60	%	(0.08	)%	72	%

–		$	3.82	1.60	%*	$	178	2.77	%**	2.35	%**	(0.70	)%**	20	%
–		$	3.76	15.69	%	$	538	2.71	%	2.35	%	(1.03	)%	59	%
–		$	3.25	19.93	%	$	998	2.82	%	2.35	%	(1.15	)%	56	%
(0.01	)	$	2.71	(13.80	)%	$	1,937	2.89	%	2.35	%	(0.34	)%	46	%
(2.50	)	$	3.16	(13.23	)%	$	3,032	2.81	%	2.35	%	(0.62	)%	49	%
(1.93	)	$	6.39	11.38	%	$	5,069	2.53	%	2.35	%	(0.87	)%	72	%

–		$	3.82	1.33	%*	$	5,003	2.77	%**	2.35	%**	(0.79	)%**	20	%
–		$	3.77	16.00	%	$	5,563	2.71	%	2.35	%	(1.10	)%	59	%
–		$	3.25	19.49	%	$	2,876	2.82	%	2.35	%	(1.17	)%	56	%
(0.01	)	$	2.72	(13.75	)%	$	1,446	2.88	%	2.35	%	(0.35	)%	46	%
(2.50	)	$	3.17	(12.95	)%	$	1,749	2.81	%	2.35	%	(0.62	)%	49	%
(1.92	)	$	6.39	11.28	%	$	2,853	2.51	%	2.35	%	(0.75	)%	72	%

(1.12	)	$	18.69	1.09	%*	$	57,077	1.40	%**	1.03	%**	0.89	%**	26	%
(0.07	)	$	19.67	20.80	%	$	60,170	1.35	%	1.11	%	0.68	%	93	%
(0.10	)	$	16.34	22.00	%	$	59,572	1.31	%	1.16	%	0.67	%	65	%
(0.22	)	$	13.48	(19.32	)%	$	65,235	1.30	%	1.20	%	1.68	%	68	%
(2.53	)	$	17.04	(3.68	)%	$	86,463	1.24	%	1.19	%	1.05	%	60	%
(2.85	)	$	20.29	10.77	%	$	110,873	1.25	%	1.20	%	0.61	%	46	%

(1.08	)	$	18.46	0.95	%*	$	1,995	1.65	%**	1.28	%**	0.64	%**	26	%
(0.03	)	$	19.43	20.52	%	$	1,980	1.60	%	1.36	%	0.43	%	93	%
(0.07	)	$	16.15	21.69	%	$	2,241	1.56	%	1.41	%	0.39	%	65	%
(0.18	)	$	13.33	(19.56	)%	$	1,275	1.55	%	1.45	%	1.42	%	68	%
(2.49	)	$	16.84	(3.95	)%	$	1,682	1.50	%	1.45	%	0.77	%	60	%
(2.84	)	$	20.09	10.53	%	$	2,198	1.50	%	1.45	%	0.36	%	46	%

(1.06	)	$	17.42	0.55	%*	$	485	2.40	%**	2.03	%**	(0.11	)%**	26	%
–		$	18.45	19.65	%	$	584	2.35	%	2.11	%	(0.33	)%	93	%
–		$	15.42	20.76	%	$	581	2.31	%	2.16	%	(0.35	)%	65	%
(0.07	)	$	12.77	(20.16	)%	$	572	2.30	%	2.20	%	0.68	%	68	%
(2.37	)	$	16.11	(4.68	)%	$	834	2.25	%	2.20	%	0.03	%	60	%
(2.81	)	$	19.34	9.63	%	$	1,104	2.25	%	2.20	%	(0.39	)%	46	%

(1.06	)	$	17.35	0.61	%*	$	1,686	2.40	%**	2.03	%**	(0.11	)%**	26	%
–		$	18.38	19.58	%	$	1,802	2.35	%	2.11	%	(0.39	)%	93	%
–		$	15.37	20.83	%	$	828	2.31	%	2.16	%	(0.37	)%	65	%
(0.09	)	$	12.73	(20.17	)%	$	399	2.30	%	2.20	%	0.68	%	68	%
(2.37	)	$	16.07	(4.74	)%	$	384	2.25	%	2.20	%	0.01	%	60	%
(2.81	)	$	19.31	9.66	%	$	713	2.25	%	2.20	%	(0.39	)%	46	%

See notes to financial highlights
and notes to financial statements.

107

Fifth Third Funds

Financial Highlights, continued

(For a share of beneficial interest outstanding throughout each period)


				Change in Net Assets Resulting from Operations						Less Dividends and Distributions from
	Net Asset Value, Beginning of Period			Net Investment Income/(Loss)		Net Realized and Unrealized Gains/(Losses) from Investment Transactions		Change in Net Assets Resulting from Operations		Net Investment Income		Net Realized Gains
All Cap Value Institutional Shares
Six months ended 1/31/12 ~		$	15.93	0.14	Δ	(0.02	)	0.12		(0.15	)	–
Year ended 7/31/11		$	13.79	0.20	Δ	2.13		2.33		(0.19	)	–
Year ended 7/31/10		$	12.52	0.16	Δ	1.26		1.42		(0.15	)	–
Year ended 7/31/09		$	17.98	0.24	Δ	(4.42	)	(4.18	)	(0.27	)	(1.01	)
Year ended 7/31/08		$	25.65	0.31	Δ	(4.14	)	(3.83	)	(0.28	)	(3.56	)
Year ended 7/31/07		$	25.68	0.37	Δ	4.19		4.56		(0.36	)	(4.23	)
All Cap Value Class A Shares
Six months ended 1/31/12 ~		$	15.64	0.12	Δ	(0.02	)	0.10		(0.13	)	–
Year ended 7/31/11		$	13.54	0.15	Δ	2.10		2.25		(0.15	)	–
Year ended 7/31/10		$	12.30	0.12	Δ	1.24		1.36		(0.12	)	–
Year ended 7/31/09		$	17.69	0.21	Δ	(4.35	)	(4.14	)	(0.24	)	(1.01	)
Year ended 7/31/08		$	25.30	0.25	Δ	(4.07	)	(3.82	)	(0.23	)	(3.56	)
Year ended 7/31/07		$	25.39	0.30	Δ	4.13		4.43		(0.29	)	(4.23	)
All Cap Value Class B Shares
Six months ended 1/31/12 ~		$	14.79	0.06	Δ	(0.01	)	0.05		(0.09	)	–
Year ended 7/31/11		$	12.83	0.04	Δ	1.98		2.02		(0.06	)	–
Year ended 7/31/10		$	11.66	0.02	Δ	1.17		1.19		(0.02	)	–
Year ended 7/31/09		$	16.90	0.11	Δ	(4.18	)	(4.07	)	(0.16	)	(1.01	)
Year ended 7/31/08		$	24.35	0.09	Δ	(3.89	)	(3.80	)	(0.09	)	(3.56	)
Year ended 7/31/07		$	24.61	0.10	Δ	3.99		4.09		(0.12	)	(4.23	)
All Cap Value Class C Shares
Six months ended 1/31/12 ~		$	14.75	0.06	Δ	(0.02	)	0.04		(0.09	)	–
Year ended 7/31/11		$	12.79	0.04	Δ	1.98		2.02		(0.06	)	–
Year ended 7/31/10		$	11.63	0.02	Δ	1.17		1.19		(0.03	)	–
Year ended 7/31/09		$	16.86	0.11	Δ	(4.16	)	(4.05	)	(0.17	)	(1.01	)
Year ended 7/31/08		$	24.32	0.09	Δ	(3.89	)	(3.80	)	(0.10	)	(3.56	)
Year ended 7/31/07		$	24.59	0.11	Δ	3.98		4.09		(0.13	)	(4.23	)
Disciplined Large Cap Value Institutional Shares
Six months ended 1/31/12 ~		$	10.76	0.11	Δ	0.02		0.13		(0.12	)	–
Year ended 7/31/11		$	9.42	0.19	Δ	1.34		1.53		(0.19	)	–
Year ended 7/31/10		$	8.55	0.15	Δ	0.86		1.01		(0.14	)	–
Year ended 7/31/09		$	11.48	0.22	Δ	(2.74	)	(2.52	)	(0.25	)	(0.16	)
Year ended 7/31/08		$	14.39	0.25	Δ	(2.03	)	(1.78	)	(0.23	)	(0.90	)
Year ended 7/31/07		$	14.72	0.22	Δ@	1.80		2.02		(0.22	)	(2.13	)
Disciplined Large Cap Value Class A Shares
Six months ended 1/31/12 ~		$	10.73	0.09	Δ	0.01		0.10		(0.10	)	–
Year ended 7/31/11		$	9.39	0.16	Δ	1.34		1.50		(0.16	)	–
Year ended 7/31/10		$	8.52	0.13	Δ	0.85		0.98		(0.11	)	–
Year ended 7/31/09		$	11.44	0.19	Δ	(2.72	)	(2.53	)	(0.23	)	(0.16	)
Year ended 7/31/08		$	14.35	0.21	Δ	(2.03	)	(1.82	)	(0.19	)	(0.90	)
Year ended 7/31/07		$	14.69	0.18	Δ@	1.79		1.97		(0.18	)	(2.13	)
Disciplined Large Cap Value Class B Shares
Six months ended 1/31/12 ~		$	10.85	0.06	Δ	0.02		0.08		(0.07	)	–
Year ended 7/31/11		$	9.49	0.08	Δ	1.36		1.44		(0.08	)	–
Year ended 7/31/10		$	8.62	0.06	Δ	0.85		0.91		(0.04	)	–
Year ended 7/31/09		$	11.57	0.14	Δ	(2.76	)	(2.62	)	(0.17	)	(0.16	)
Year ended 7/31/08		$	14.49	0.12	Δ	(2.05	)	(1.93	)	(0.09	)	(0.90	)
Year ended 7/31/07		$	14.81	0.08	Δ@	1.80		1.88		(0.07	)	(2.13	)
Disciplined Large Cap Value Class C Shares
Six months ended 1/31/12 ~		$	10.60	0.06	Δ	0.01		0.07		(0.07	)	–
Year ended 7/31/11		$	9.27	0.08	Δ	1.33		1.41		(0.08	)	–
Year ended 7/31/10		$	8.42	0.05	Δ	0.85		0.90		(0.05	)	–
Year ended 7/31/09		$	11.32	0.13	Δ	(2.70	)	(2.57	)	(0.17	)	(0.16	)
Year ended 7/31/08		$	14.21	0.11	Δ	(2.01	)	(1.90	)	(0.09	)	(0.90	)
Year ended 7/31/07		$	14.56	0.08	Δ@	1.77		1.85		(0.07	)	(2.13	)

See notes to financial highlights
and notes to financial statements.

108

Fifth Third Funds

Financial Highlights, continued

(For a share of beneficial interest outstanding throughout each period)


						Ratios/Supplemental Data
Total Dividends and Distributions		Net Asset Value, End of Period		Total Return (excludes sales charge)		Net Assets, End of Period (000’s)		Ratios of Expenses to Average Net Assets (a)		Ratios of Expenses to Average Net Assets (b)		Ratios of Net Investment Income to Average Net Assets		Portfolio Turnover Rate (c)

	(0.15)	$	15.90	0.81	%*	$	62,365	1.54	%**	0.92	%**	1.87	%**		32%
	(0.19)	$	15.93	16.94	%	$	70,346	1.45	%	0.99	%	1.25	%		59%
	(0.15)	$	13.79	11.30	%	$	86,521	1.42	%	1.07	%	1.12	%		37%
	(1.28)	$	12.52	(22.15	)%	$	93,858	1.40	%	1.16	%	2.00	%		42%
	(3.84)	$	17.98	(17.47	)%	$	165,714	1.34	%	1.19	%	1.43	%		43%
	(4.59)	$	25.65	18.93	%	$	223,709	1.31	%	1.22	%	1.40	%		23%

	(0.13)	$	15.61	0.72	%*	$	25,460	1.79	%**	1.17	%**	1.62	%**		32%
	(0.15)	$	15.64	16.66	%	$	27,948	1.70	%	1.24	%	1.00	%		59%
	(0.12)	$	13.54	11.01	%	$	35,731	1.67	%	1.32	%	0.86	%		37%
	(1.25)	$	12.30	(22.29	)%	$	33,491	1.65	%	1.41	%	1.72	%		42%
	(3.79)	$	17.69	(17.65	)%	$	52,999	1.59	%	1.44	%	1.19	%		43%
	(4.52)	$	25.30	18.58	%	$	44,717	1.56	%	1.47	%	1.14	%		23%

	(0.09)	$	14.75	0.37	%*	$	2,132	2.54	%**	1.92	%**	0.89	%**		32%
	(0.06)	$	14.79	15.72	%	$	2,715	2.45	%	1.99	%	0.25	%		59%
	(0.02)	$	12.83	10.24	%	$	4,182	2.42	%	2.07	%	0.14	%		37%
	(1.17)	$	11.66	(22.98	)%	$	8,991	2.40	%	2.16	%	0.99	%		42%
	(3.65)	$	16.90	(18.24	)%	$	15,431	2.34	%	2.19	%	0.43	%		43%
	(4.35)	$	24.35	17.65	%	$	23,974	2.31	%	2.22	%	0.40	%		23%

	(0.09)	$	14.70	0.30	%*	$	2,729	2.54	%**	1.92	%**	0.89	%**		32%
	(0.06)	$	14.75	15.80	%	$	3,666	2.45	%	1.99	%	0.24	%		59%
	(0.03)	$	12.79	10.20	%	$	4,054	2.42	%	2.07	%	0.13	%		37%
	(1.18)	$	11.63	(22.97	)%	$	5,102	2.39	%	2.16	%	0.98	%		42%
	(3.66)	$	16.86	(18.25	)%	$	8,647	2.34	%	2.19	%	0.43	%		43%
	(4.36)	$	24.32	17.67	%	$	8,150	2.31	%	2.22	%	0.40	%		23%

	(0.12)	$	10.77	1.27	%*	$	169,393	1.11	%**	0.79	%**	2.14	%**		54%
	(0.19)	$	10.76	16.31	%	$	189,336	1.09	%	0.86	%	1.80	%		72%
	(0.14)	$	9.42	11.80	%	$	331,332	1.07	%	0.92	%	1.58	%		54%
	(0.41)	$	8.55	(21.78	)%	$	308,345	1.07	%	0.98	%	2.58	%		58%
	(1.13)	$	11.48	(13.52	)%	$	487,006	1.08	%	1.01	%	1.88	%		47%
	(2.35)	$	14.39	14.52	%@	$	649,497	1.07	%	1.03	%	1.50	%		49%

	(0.10)	$	10.73	1.06	%*	$	9,843	1.36	%**	1.04	%**	1.88	%**		54%
	(0.16)	$	10.73	16.07	%	$	10,318	1.34	%	1.11	%	1.52	%		72%
	(0.11)	$	9.39	11.56	%	$	10,845	1.32	%	1.17	%	1.33	%		54%
	(0.39)	$	8.52	(22.02	)%	$	11,024	1.32	%	1.23	%	2.32	%		58%
	(1.09)	$	11.44	(13.67	)%	$	17,759	1.33	%	1.26	%	1.63	%		47%
	(2.31)	$	14.35	14.13	%@	$	29,725	1.32	%	1.27	%	1.24	%		49%

	(0.07)	$	10.86	0.80	%*	$	590	2.11	%**	1.79	%**	1.18	%**		54%
	(0.08)	$	10.85	15.20	%	$	882	2.09	%	1.86	%	0.79	%		72%
	(0.04)	$	9.49	10.61	%	$	1,315	2.07	%	1.92	%	0.58	%		54%
	(0.33)	$	8.62	(22.52	)%	$	1,991	2.07	%	1.98	%	1.61	%		58%
	(0.99)	$	11.57	(14.40	)%	$	3,932	2.08	%	2.01	%	0.88	%		47%
	(2.20)	$	14.49	13.38	%@	$	5,872	2.07	%	2.03	%	0.50	%		49%

	(0.07)	$	10.60	0.76	%*	$	339	2.11	%**	1.79	%**	1.14	%**		54%
	(0.08)	$	10.60	15.26	%	$	371	2.09	%	1.86	%	0.77	%		72%
	(0.05)	$	9.27	10.66	%	$	583	2.07	%	1.92	%	0.59	%		54%
	(0.33)	$	8.42	(22.55	)%	$	778	2.07	%	1.98	%	1.59	%		58%
	(0.99)	$	11.32	(14.40	)%	$	1,756	2.08	%	2.01	%	0.88	%		47%
	(2.20)	$	14.21	13.34	%@	$	2,533	2.07	%	2.02	%	0.50	%		49%

See notes to financial highlights
and notes to financial statements.

109

Fifth Third Funds

Financial Highlights, continued

(For a share of beneficial interest outstanding throughout each period)


				Change in Net Assets Resulting from Operations						Less Dividends and Distributions from
	Net Asset Value, Beginning of Period			Net Investment Income/(Loss)		Net Realized and Unrealized Gains/(Losses) from Investment Transactions		Change in Net Assets Resulting from Operations		Net Investment Income		Net Realized Gains
Structured Large Cap Plus Institutional Shares
Six months ended 1/31/12 ~		$	12.42	0.08	Δ	0.53		0.61		(0.09	)	–
Year ended 7/31/11		$	10.07	0.13	Δ	2.42	†	2.55		(0.20	)	–
Year ended 7/31/10		$	9.05	0.10	Δ	1.02		1.12		(0.10	)	–
Year ended 7/31/09		$	14.66	0.17	Δ	(5.53	)	(5.36	)	(0.25	)	–
Year ended 7/31/08		$	16.95	0.14	Δ	(2.22	)	(2.08	)	(0.13	)	(0.08	)
Year ended 7/31/07		$	15.16	0.17	Δ	1.80		1.97		(0.12	)	(0.06	)
Structured Large Cap Plus Class A Shares
Six months ended 1/31/12 ~		$	12.26	0.06	Δ	0.53		0.59		(0.08	)	–
Year ended 7/31/11		$	9.93	0.10	Δ	2.39	†	2.49		(0.16	)	–
Year ended 7/31/10		$	8.94	0.08	Δ	0.99		1.07		(0.08	)	–
Year ended 7/31/09		$	14.45	0.15	Δ	(5.43	)	(5.28	)	(0.23	)	–
Year ended 7/31/08		$	16.71	0.10	Δ	(2.20	)	(2.10	)	(0.08	)	(0.08	)
Year ended 7/31/07		$	14.96	0.12	Δ	1.78		1.90		(0.09	)	(0.06	)
Structured Large Cap Plus Class B Shares
Six months ended 1/31/12 ~		$	12.25	0.02	Δ	0.52		0.54		(0.04	)	–
Year ended 7/31/11		$	9.88	0.02	Δ	2.38	†	2.40		(0.03	)	–
Year ended 7/31/10		$	8.88	–	^Δ	1.02		1.02		(0.02	)	–
Year ended 7/31/09		$	14.41	0.07	Δ	(5.44	)	(5.37	)	(0.16	)	–
Year ended 7/31/08		$	16.69	(0.02	)Δ	(2.18	)	(2.20	)	–		(0.08	)
Year ended 7/31/07		$	14.98	–	Δ	1.78		1.78		(0.01	)	(0.06	)
Structured Large Cap Plus Class C Shares
Six months ended 1/31/12 ~		$	12.21	0.02	Δ	0.55		0.57		(0.04	)	–
Year ended 7/31/11		$	9.89	0.02	Δ	2.37	†	2.39		(0.07	)	–
Year ended 7/31/10		$	8.91	–	^Δ	1.00		1.00		(0.02	)	–
Year ended 7/31/09		$	14.41	0.10	Δ	(5.45	)	(5.35	)	(0.15	)	–
Year ended 7/31/08		$	16.70	(0.02	)Δ	(2.19	)	(2.21	)	–		(0.08	)
Year ended 7/31/07		$	14.98	–	Δ	1.79		1.79		(0.01	)	(0.06	)

See notes to financial highlights
and notes to financial statements.

110

Fifth Third Funds

Financial Highlights, continued

(For a share of beneficial interest outstanding throughout each period)


						Ratios/Supplemental Data
Total Dividends and Distributions		Net Asset Value, End of Period		Total Return (excludes sales charge)		Net Assets, End of Period (000’s)		Ratios of Expenses to Average Net Assets (a)		Ratios of Expenses to Average Net Assets (b)		Ratios of Net Investment Income/(Loss) to Average Net Assets		Portfolio Turnover Rate (c)

	(0.09)	$	12.94	5.00	%*	$	69,356	1.66	%Ω**	1.35	%Ω**	1.33	%**	65	%
	(0.20)	$	12.42	25.51	%†	$	72,773	1.70	%Ω	1.39	%Ω	1.16	%	198	%
	(0.10)	$	10.07	12.35	%	$	76,897	2.04	%Ω!	1.68	%Ω!	1.01	%	180	%
	(0.25)	$	9.05	(36.73	)%	$	72,778	2.08	%Ω!	1.71	%Ω!	1.71	%	188	%
	(0.21)	$	14.66	(12.31	)%	$	133,506	1.76	%Ω	1.51	%Ω	0.89	%	147	%
	(0.18)	$	16.95	12.94	%	$	180,126	1.02	%Ω	0.92	%Ω	0.99	%	141	%

	(0.08)	$	12.77	4.84	%*	$	5,447	1.91	%Ω**	1.60	%Ω**	1.07	%**	65	%
	(0.16)	$	12.26	25.27	%†	$	5,362	1.95	%Ω	1.64	%Ω	0.90	%	198	%
	(0.08)	$	9.93	11.96	%	$	5,028	2.29	%Ω!	1.93	%Ω!	0.77	%	180	%
	(0.23)	$	8.94	(36.73	)%	$	5,648	2.29	%Ω!	1.93	%Ω!	1.50	%	188	%
	(0.16)	$	14.45	(12.65	)%	$	12,505	2.01	%Ω	1.76	%Ω	0.63	%	147	%
	(0.15)	$	16.71	12.70	%	$	18,972	1.27	%Ω	1.17	%Ω	0.75	%	141	%

	(0.04)	$	12.75	4.42	%*	$	101	2.66	%Ω**	2.35	%Ω**	0.34	%**	65	%
	(0.03)	$	12.25	24.34	%†	$	115	2.70	%Ω	2.39	%Ω	0.18	%	198	%
	(0.02)	$	9.88	11.52	%	$	233	3.04	%Ω!	2.69	%Ω!	0.02	%	180	%
	(0.16)	$	8.88	(37.43	)%	$	347	3.05	%Ω!	2.70	%Ω!	0.75	%	188	%
	(0.08)	$	14.41	(13.24	)%	$	723	2.76	%Ω	2.51	%Ω	(0.11	)%	147	%
	(0.07)	$	16.69	11.86	%	$	1,044	2.03	%Ω	1.92	%Ω	(0.01	)%	141	%

	(0.04)	$	12.74	4.70	%*	$	90	2.64	%Ω**	2.33	%Ω**	0.26	%**	65	%
	(0.07)	$	12.21	24.21	%†	$	53	2.70	%Ω	2.39	%Ω	0.22	%	198	%
	(0.02)	$	9.89	11.17	%	$	48	3.06	%Ω!	2.69	%Ω!	0.03	%	180	%
	(0.15)	$	8.91	(37.34	)%	$	22	2.81	%Ω!	2.50	%Ω!	1.05	%	188	%
	(0.08)	$	14.41	(13.29	)%	$	75	2.76	%Ω	2.51	%Ω	(0.11	)%	147	%
	(0.07)	$	16.70	11.93	%	$	125	2.03	%Ω	1.92	%Ω	(0.02	)%	141	%

See notes to financial highlights
and notes to financial statements.

111

Fifth Third Funds

Financial Highlights, continued

(For a share of beneficial interest outstanding throughout each period)


		Change in Net Assets Resulting from Operations					Less Dividends and Distributions from
	Net Asset Value, Beginning of Period	Net Investment Income/(Loss)	Net Realized and Unrealized Gains/ (Losses) from Investment Transactions		Change in Net Assets Resulting from Operations			Net Investment Income	Net Realized Gains
Equity Index Institutional Shares
Six months ended 1/31/12 ~	$23.80	0.23Δ	0.36		0.59			(0.26)	(0.08	)
Year ended 7/31/11	$20.97	0.41Δ	3.62		4.03			(0.42)	(0.78	)
Year ended 7/31/10	$18.76	0.39Δ	2.19		2.58			(0.37)	–
Year ended 7/31/09	$24.05	0.44Δ	(5.24	)	(4.80	)		(0.49)	–
Year ended 7/31/08	$27.60	0.52Δ	(3.58	)	(3.06	)		(0.49)	–
Year ended 7/31/07	$24.24	0.50Δ	3.35		3.85			(0.49)	–
Equity Index Class A Shares
Six months ended 1/31/12 ~	$23.70	0.20Δ	0.37		0.57			(0.23)	(0.08	)
Year ended 7/31/11	$20.90	0.35Δ	3.59		3.94			(0.36)	(0.78	)
Year ended 7/31/10	$18.70	0.34Δ	2.18		2.52			(0.32)	–
Year ended 7/31/09	$23.97	0.40Δ	(5.22	)	(4.82	)		(0.45)	–
Year ended 7/31/08	$27.51	0.46Δ	(3.58	)	(3.12	)		(0.42)	–
Year ended 7/31/07	$24.16	0.43Δ	3.34		3.77			(0.42)	–
Equity Index Class B Shares
Six months ended 1/31/12 ~	$23.57	0.12Δ	0.35		0.47			(0.13)	(0.08	)
Year ended 7/31/11	$20.77	0.18Δ	3.58		3.76			(0.18)	(0.78	)
Year ended 7/31/10	$18.58	0.18Δ	2.17		2.35			(0.16)	–
Year ended 7/31/09	$23.84	0.26Δ	(5.19	)	(4.93	)		(0.33)	–
Year ended 7/31/08	$27.34	0.26Δ	(3.56	)	(3.30	)		(0.20)	–
Year ended 7/31/07	$24.01	0.22Δ	3.33		3.55			(0.22)	–
Equity Index Class C Shares
Six months ended 1/31/12 ~	$23.50	0.12Δ	0.36		0.48			(0.14)	(0.08	)
Year ended 7/31/11	$20.75	0.18Δ	3.55		3.73			(0.20)	(0.78	)
Year ended 7/31/10	$18.59	0.18Δ	2.13		2.31			(0.15)	–
Year ended 7/31/09	$23.86	0.26Δ	(5.20	)	(4.94	)		(0.33)	–
Year ended 7/31/08	$27.37	0.26Δ	(3.57	)	(3.31	)		(0.20)	–
Year ended 7/31/07	$24.03	0.22Δ	3.34		3.56			(0.22)	–
Equity Index Select Shares
Six months ended 1/31/12 ~	$23.79	0.22Δ	0.36		0.58			(0.25)	(0.08	)
Year ended 7/31/11	$20.97	0.40Δ	3.60		4.00			(0.40)	(0.78	)
Year ended 7/31/10	$18.76	0.37Δ	2.20		2.57			(0.36)	–
Year ended 7/31/09	$24.05	0.42Δ	(5.23	)	(4.81	)		(0.48)	–
Year ended 7/31/08	$27.59	0.50Δ	(3.58	)	(3.08	)		(0.46)	–
Year ended 7/31/07	$24.23	0.47Δ	3.35		3.82			(0.46)	–
Equity Index Preferred Shares
Six months ended 1/31/12 ~	$23.78	0.21Δ	0.37		0.58			(0.24)	(0.08	)
Year ended 7/31/11	$20.96	0.38Δ	3.60		3.98			(0.38)	(0.78	)
Year ended 7/31/10	$18.76	0.36Δ	2.18		2.54			(0.34)	–
Year ended 7/31/09	$24.05	0.42Δ	(5.25	)	(4.83	)		(0.46)	–
Year ended 7/31/08	$27.59	0.48Δ	(3.58	)	(3.10	)		(0.44)	–
Year ended 7/31/07	$24.23	0.45Δ	3.37		3.82			(0.46)	–
Equity Index Trust Shares
Six months ended 1/31/12 ~	$23.80	0.20Δ	0.37		0.57			(0.23)	(0.08	)
Year ended 7/31/11	$20.97	0.36Δ	3.60		3.96			(0.35)	(0.78	)
Year ended 7/31/10	$18.76	0.34Δ	2.19		2.53			(0.32)	–
Year ended 7/31/09	$24.05	0.41Δ	(5.25	)	(4.84	)		(0.45)	–
Year ended 7/31/08	$27.60	0.46Δ	(3.60	)	(3.14	)		(0.41)	–
Year ended 7/31/07	$24.23	0.43Δ	3.36		3.79			(0.42)	–

See notes to financial highlights
and notes to financial statements.

112

Fifth Third Funds

Financial Highlights, continued

(For a share of beneficial interest outstanding throughout each period)


				Ratios/Supplemental Data
Total Dividends and Distributions	Net Asset Value, End of Period	Total Return (excludes sales charge)		Net Assets, End of Period (000’s)			Ratios of Expenses to Average Net Assets (a)		Ratios of Expenses to Average Net Assets (b)		Ratios of Net Investment Income to Average Net Assets		Portfolio Turnover Rate (c)

(0.34)	$24.05	2.57	%*		$	192,194	0.60	%**	0.19	%**	2.02	%**	2%
(1.20)	$23.80	19.54	%		$	187,435	0.59	%	0.19	%	1.77	%	2%
(0.37)	$20.97	13.77	%		$	148,671	0.61	%	0.19	%	1.87	%	6%
(0.49)	$18.76	(19.89	)%		$	141,566	0.62	%	0.19	%	2.47	%	7%
(0.49)	$24.05	(11.27	)%		$	169,016	0.60	%	0.19	%	1.97	%	4%
(0.49)	$27.60	15.92	%		$	193,180	0.61	%	0.19	%	1.84	%	4%

(0.31)	$23.96	2.49	%*		$	43,220	0.85	%**	0.44	%**	1.78	%**	2%
(1.14)	$23.70	19.17	%		$	44,879	0.84	%	0.44	%	1.53	%	2%
(0.32)	$20.90	13.47	%		$	37,146	0.86	%	0.44	%	1.62	%	6%
(0.45)	$18.70	(20.05	)%		$	41,527	0.87	%	0.44	%	2.22	%	7%
(0.42)	$23.97	(11.51	)%		$	55,640	0.85	%	0.44	%	1.71	%	4%
(0.42)	$27.51	15.65	%		$	65,640	0.86	%	0.44	%	1.59	%	4%

(0.21)	$23.83	2.07	%*		$	769	1.60	%**	1.19	%**	1.05	%**	2%
(0.96)	$23.57	18.35	%		$	959	1.59	%	1.19	%	0.79	%	2%
(0.16)	$20.77	12.62	%		$	1,381	1.61	%	1.19	%	0.86	%	6%
(0.33)	$18.58	(20.68	)%		$	1,989	1.62	%	1.19	%	1.49	%	7%
(0.20)	$23.84	(12.15	)%		$	3,029	1.60	%	1.19	%	0.97	%	4%
(0.22)	$27.34	14.79	%		$	3,961	1.61	%	1.19	%	0.84	%	4%

(0.22)	$23.76	2.10	%*		$	1,314	1.60	%**	1.19	%**	1.03	%**	2%
(0.98)	$23.50	18.22	%		$	1,311	1.59	%	1.19	%	0.77	%	2%
(0.15)	$20.75	12.43	%		$	1,032	1.61	%	1.19	%	0.88	%	6%
(0.33)	$18.59	(20.69	)%		$	1,452	1.62	%	1.19	%	1.46	%	7%
(0.20)	$23.86	(12.17	)%		$	1,876	1.60	%	1.19	%	0.97	%	4%
(0.22)	$27.37	14.81	%		$	2,223	1.61	%	1.19	%	0.83	%	4%

(0.33)	$24.04	2.52	%*		$	11,817	0.68	%**	0.27	%**	1.94	%**	2%
(1.18)	$23.79	19.40	%		$	10,891	0.67	%	0.27	%	1.70	%	2%
(0.36)	$20.97	13.68	%		$	8,841	0.69	%	0.27	%	1.79	%	6%
(0.48)	$18.76	(19.95	)%		$	9,732	0.70	%	0.27	%	2.38	%	7%
(0.46)	$24.05	(11.32	)%		$	11,175	0.68	%	0.27	%	1.87	%	4%
(0.46)	$27.59	15.83	%		$	17,852	0.69	%	0.27	%	1.76	%	4%

(0.32)	$24.04	2.53	%*		$	93,140	0.75	%**	0.34	%**	1.88	%**	2%
(1.16)	$23.78	19.33	%		$	93,185	0.74	%	0.34	%	1.61	%	2%
(0.34)	$20.96	13.61	%		$	44,378	0.76	%	0.34	%	1.71	%	6%
(0.46)	$18.76	(20.04	)%		$	43,098	0.77	%	0.34	%	2.33	%	7%
(0.44)	$24.05	(11.38	)%		$	56,847	0.75	%	0.34	%	1.81	%	4%
(0.46)	$27.59	15.76	%		$	69,251	0.76	%	0.34	%	1.68	%	4%

(0.31)	$24.06	2.47	%*		$	16,518	0.85	%**	0.44	%**	1.79	%**	2%
(1.13)	$23.80	19.21	%		$	18,105	0.84	%	0.44	%	1.57	%	2%
(0.32)	$20.97	13.49	%		$	31,979	0.86	%	0.44	%	1.62	%	6%
(0.45)	$18.76	(20.08	)%		$	27,411	0.87	%	0.44	%	2.24	%	7%
(0.41)	$24.05	(11.51	)%		$	53,924	0.85	%	0.44	%	1.72	%	4%
(0.42)	$27.60	15.69	%		$	68,661	0.86	%	0.44	%	1.59	%	4%

See notes to financial highlights
and notes to financial statements.

113

Fifth Third Funds

Financial Highlights, continued

(For a share of beneficial interest outstanding throughout each period)


				Change in Net Assets Resulting from Operations									Less Dividends and Distributions from
	Net Asset Value, Beginning of Period			Net Investment Income/(Loss)			Net Realized and Unrealized Gains/(Losses) from Investment Transactions			Change in Net Assets Resulting from Operations			Net Investment Income			Net Realized Gains
International Equity Institutional Shares
Six months ended 1/31/12 ~		$	8.44		0.03	Δ		(1.00	)		(0.97	)		(0.22	)		–
Year ended 7/31/11		$	7.35		0.18	Δ		1.10			1.28			(0.19	)		–
Year ended 7/31/10		$	7.25		0.16	Δ		0.19			0.35			(0.25	)		–
Year ended 7/31/09		$	12.24		0.22	Δ		(3.59	)		(3.37	)		(0.19	)		(1.43	)
Year ended 7/31/08		$	15.55		0.45	Δ		(2.30	)		(1.85	)		(0.46	)		(1.00	)
Year ended 7/31/07		$	12.83		0.18	Δ@		2.92			3.10			(0.11	)		(0.27	)
International Equity Class A Shares
Six months ended 1/31/12 ~		$	8.42		0.03	Δ		(1.00	)		(0.97	)		(0.20	)		–
Year ended 7/31/11		$	7.33		0.17	Δ		1.09			1.26			(0.17	)		–
Year ended 7/31/10		$	7.24		0.14	Δ		0.19			0.33			(0.24	)		–
Year ended 7/31/09		$	12.23		0.20	Δ		(3.59	)		(3.39	)		(0.17	)		(1.43	)
Year ended 7/31/08		$	15.54		0.40	Δ		(2.28	)		(1.88	)		(0.43	)		(1.00	)
Year ended 7/31/07		$	12.84		0.15	Δ@		2.92			3.07			(0.10	)		(0.27	)
International Equity Class B Shares
Six months ended 1/31/12 ~		$	8.26		–	^Δ		(0.98	)		(0.98	)		(0.07	)		–
Year ended 7/31/11		$	7.15		0.11	Δ		1.05			1.16			(0.05	)		–
Year ended 7/31/10		$	7.09		0.08	Δ		0.18			0.26			(0.20	)		–
Year ended 7/31/09		$	11.95		0.14	Δ		(3.48	)		(3.34	)		(0.09	)		(1.43	)
Year ended 7/31/08		$	15.21		0.29	Δ		(2.23	)		(1.94	)		(0.32	)		(1.00	)
Year ended 7/31/07		$	12.64		0.04	Δ@		2.86			2.90			(0.06	)		(0.27	)
International Equity Class C Shares
Six months ended 1/31/12 ~		$	7.85		–	^Δ		(0.93	)		(0.93	)		(0.13	)		–
Year ended 7/31/11		$	6.84		0.10	Δ		1.01			1.11			(0.10	)		–
Year ended 7/31/10		$	6.79		0.08	Δ		0.18			0.26			(0.21	)		–
Year ended 7/31/09		$	11.61		0.14	Δ		(3.42	)		(3.28	)		(0.11	)		(1.43	)
Year ended 7/31/08		$	14.81		0.30	Δ		(2.18	)		(1.88	)		(0.32	)		(1.00	)
Year ended 7/31/07		$	12.31		0.02	Δ@		2.81			2.83			(0.06	)		(0.27	)
Strategic Income Institutional Shares
Six months ended 1/31/12 ~		$	10.49		0.26	Δ		0.07			0.33			(0.28	)		–
Year ended 7/31/11		$	10.02		0.54	Δ		0.45			0.99			(0.52	)		–
Year ended 7/31/10		$	8.95		0.53	Δ		1.26			1.79			(0.72	)		–
Year ended 7/31/09		$	9.38		0.57	Δ		(0.38	)		0.19			(0.61	)		(0.01	)
Year ended 7/31/08		$	11.18		0.55	Δ		(1.41	)		(0.85	)		(0.61	)		(0.33	)
Year ended 7/31/07		$	11.28		0.55	Δ		0.01			0.56			(0.55	)		(0.11	)
Strategic Income Class A Shares
Six months ended 1/31/12 ~		$	10.47		0.25	Δ		0.06			0.31			(0.26	)		–
Year ended 7/31/11		$	10.00		0.52	Δ		0.44			0.96			(0.49	)		–
Year ended 7/31/10		$	8.93		0.51	Δ		1.26			1.77			(0.70	)		–
Year ended 7/31/09		$	9.36		0.56	Δ		(0.39	)		0.17			(0.59	)		(0.01	)
Year ended 7/31/08		$	11.15		0.53	Δ		(1.41	)		(0.88	)		(0.58	)		(0.33	)
Year ended 7/31/07		$	11.25		0.52	Δ		0.02			0.54			(0.52	)		(0.11	)
Strategic Income Class B Shares
Six months ended 1/31/12 ~		$	10.46		0.20	Δ		0.07			0.27			(0.22	)		–
Year ended 7/31/11		$	9.99		0.44	Δ		0.45			0.89			(0.42	)		–
Year ended 7/31/10		$	8.93		0.44	Δ		1.25			1.69			(0.63	)		–
Year ended 7/31/09		$	9.36		0.50	Δ		(0.38	)		0.12			(0.54	)		(0.01	)
Year ended 7/31/08		$	11.15		0.45	Δ		(1.41	)		(0.96	)		(0.50	)		(0.33	)
Year ended 7/31/07		$	11.25		0.43	Δ		0.02			0.45			(0.44	)		(0.11	)
Strategic Income Class C Shares
Six months ended 1/31/12 ~		$	10.36		0.21	Δ		0.07			0.28			(0.23	)		–
Year ended 7/31/11		$	9.90		0.44	Δ		0.44			0.88			(0.42	)		–
Year ended 7/31/10		$	8.85		0.43	Δ		1.25			1.68			(0.63	)		–
Year ended 7/31/09		$	9.29		0.49	Δ		(0.38	)		0.11			(0.54	)		(0.01	)
Year ended 7/31/08		$	11.07		0.45	Δ		(1.40	)		(0.95	)		(0.50	)		(0.33	)
Year ended 7/31/07		$	11.17		0.43	Δ		0.02			0.45			(0.44	)		(0.11	)

See notes to financial highlights
and notes to financial statements.

114

Fifth Third Funds

Financial Highlights, continued

(For a share of beneficial interest outstanding throughout each period)


						Ratios/Supplemental Data
Total Dividends and Distributions	Net Asset Value, End of Period			Total Return (excludes sales charge)		Net Assets, End of Period (000’s)			Ratios of Expenses to Average Net Assets (a)		Ratios of Expenses to Average Net Assets (b)		Ratios of Net Investment Income/(Loss) to Average Net Assets		Portfolio Turnover Rate (c)

(0.22)		$	7.25	(11.27	)%*		$	147,955	1.42	%**	1.17	%‡**	0.97	%**	48	%
(0.19)		$	8.44	17.42	%		$	176,521	1.36	%	1.17	%‡	2.22	%	131	%
(0.25)		$	7.35	4.61	%		$	229,888	1.34	%	1.18	%‡	2.18	%	137	%
(1.62)		$	7.25	(24.36	)%		$	233,968	1.34	%	1.22	%‡	3.01	%	104	%
(1.46)		$	12.24	(13.56	)%		$	420,993	1.36	%	1.26	%	3.13	%	155	%
(0.38)		$	15.55	24.57	%@		$	469,183	1.36	%	1.35	%	1.29	%	20	%

(0.20)		$	7.25	(11.35	)%*		$	8,567	1.67	%**	1.42	%‡**	0.72	%**	48	%
(0.17)		$	8.42	17.17	%		$	10,258	1.61	%	1.42	%‡	2.10	%	131	%
(0.24)		$	7.33	4.34	%		$	10,216	1.59	%	1.43	%‡	1.87	%	137	%
(1.60)		$	7.24	(24.64	)%		$	11,754	1.59	%	1.47	%‡	2.74	%	104	%
(1.43)		$	12.23	(13.81	)%		$	20,160	1.60	%	1.50	%	2.80	%	155	%
(0.37)		$	15.54	24.35	%@		$	21,533	1.61	%	1.60	%	1.06	%	20	%

(0.07)		$	7.21	(11.80	)%*		$	222	2.42	%**	2.17	%‡**	0.03	%**	48	%
(0.05)		$	8.26	16.29	%		$	346	2.36	%	2.17	%‡	1.32	%	131	%
(0.20)		$	7.15	3.57	%		$	565	2.34	%	2.18	%‡	1.02	%	137	%
(1.52)		$	7.09	(25.00	)%		$	978	2.34	%	2.22	%‡	1.99	%	104	%
(1.32)		$	11.95	(14.45	)%		$	2,177	2.36	%	2.26	%	2.10	%	155	%
(0.33)		$	15.21	23.36	%@		$	2,677	2.35	%	2.35	%	0.32	%	20	%

(0.13)		$	6.79	(11.77	)%*		$	204	2.42	%**	2.17	%‡**	(0.03	)%**	48	%
(0.10)		$	7.85	16.23	%		$	275	2.36	%	2.17	%‡	1.28	%	131	%
(0.21)		$	6.84	3.59	%		$	310	2.34	%	2.18	%‡	1.11	%	137	%
(1.54)		$	6.79	(25.18	)%		$	378	2.34	%	2.22	%‡	2.01	%	104	%
(1.32)		$	11.61	(14.43	)%		$	721	2.36	%	2.26	%	2.19	%	155	%
(0.33)		$	14.81	23.40	%@		$	878	2.35	%	2.35	%	0.16	%	20	%

(0.28)		$	10.54	3.18	%*		$	150,070	1.35	%**	0.72	%**	4.98	%**	24	%
(0.52)		$	10.49	10.15	%		$	122,125	1.36	%	0.77	%	5.22	%	42	%
(0.72)		$	10.02	20.39	%		$	80,807	1.40	%	0.87	%	5.51	%	31	%
(0.62)		$	8.95	3.38	%		$	59,493	1.40	%	0.93	%	7.29	%	32	%
(0.94)		$	9.38	(8.30	)%		$	90,639	1.35	%	0.96	%	5.28	%	32	%
(0.66)		$	11.18	4.97	%		$	116,454	1.34	%	1.06	%	4.75	%	18	%

(0.26)		$	10.52	3.06	%*		$	35,376	1.60	%**	0.97	%**	4.78	%**	24	%
(0.49)		$	10.47	9.90	%		$	25,400	1.61	%	1.02	%	4.99	%	42	%
(0.70)		$	10.00	20.27	%		$	19,461	1.65	%	1.12	%	5.27	%	31	%
(0.60)		$	8.93	3.02	%		$	13,406	1.65	%	1.18	%	7.05	%	32	%
(0.91)		$	9.36	(8.46	)%		$	14,768	1.60	%	1.21	%	5.21	%	32	%
(0.64)		$	11.15	4.72	%		$	4,904	1.59	%	1.31	%	4.49	%	18	%

(0.22)		$	10.51	2.68	%*		$	473	2.35	%**	1.72	%**	3.86	%**	24	%
(0.42)		$	10.46	8.99	%		$	517	2.36	%	1.77	%	4.23	%	42	%
(0.63)		$	9.99	19.38	%		$	729	2.40	%	1.87	%	4.56	%	31	%
(0.55)		$	8.93	2.26	%		$	767	2.40	%	1.93	%	6.31	%	32	%
(0.83)		$	9.36	(9.15	)%		$	979	2.35	%	1.96	%	4.27	%	32	%
(0.55)		$	11.15	3.94	%		$	1,528	2.34	%	2.05	%	3.76	%	18	%

(0.23)		$	10.41	2.72	%*		$	21,553	2.35	%**	1.72	%**	3.99	%**	24	%
(0.42)		$	10.36	9.09	%		$	16,818	2.36	%	1.77	%	4.25	%	42	%
(0.63)		$	9.90	19.20	%		$	12,504	2.40	%	1.87	%	4.53	%	31	%
(0.55)		$	8.85	2.29	%		$	8,468	2.40	%	1.93	%	6.32	%	32	%
(0.83)		$	9.29	(9.12	)%		$	9,780	2.35	%	1.96	%	4.26	%	32	%
(0.55)		$	11.07	3.98	%		$	15,676	2.34	%	2.06	%	3.75	%	18	%

See notes to financial highlights
and notes to financial statements.

115

Fifth Third Funds

Financial Highlights, continued

(For a share of beneficial interest outstanding throughout each period)


				Change in Net Assets Resulting from Operations						Less Dividends and Distributions from
	Net Asset Value, Beginning of Period			Net Investment Income/(Loss)		Net Realized and Unrealized Gains/(Losses) from Investment Transactions		Change in Net Assets Resulting from Operations		Net Investment Income		Net Realized Gains
LifeModel Aggressive^SMInstitutional Shares
Six months ended 1/31/12 ~		$	11.31	0.13	#Δ	(0.20	)#	(0.07	)	(0.13	)	–
Year ended 7/31/11		$	9.37	0.14	#Δ	1.93	#	2.07		(0.13	)	–
Year ended 7/31/10		$	8.73	0.13	#Δ	0.77	#	0.90		(0.13	)	(0.13	)
Year ended 7/31/09		$	13.57	0.20	#Δ	(3.55	)#	(3.35	)	(0.24	)	(1.25	)
Year ended 7/31/08		$	16.58	0.20	#Δ	(1.56	)#	(1.36	)	(0.49	)	(1.16	)
Year ended 7/31/07		$	14.58	0.14	#Δ	2.39	#	2.53		(0.12	)	(0.41	)
LifeModel Aggressive^SMClass A Shares
Six months ended 1/31/12 ~		$	11.22	0.11	#Δ	(0.20	)#	(0.09	)	(0.11	)	–
Year ended 7/31/11		$	9.30	0.11	#Δ	1.92	#	2.03		(0.11	)	–
Year ended 7/31/10		$	8.67	0.10	#Δ	0.76	#	0.86		(0.10	)	(0.13	)
Year ended 7/31/09		$	13.49	0.17	#Δ	(3.52	)#	(3.35	)	(0.22	)	(1.25	)
Year ended 7/31/08		$	16.51	0.18	#Δ	(1.58	)#	(1.40	)	(0.46	)	(1.16	)
Year ended 7/31/07		$	14.53	0.10	#Δ	2.38	#	2.48		(0.09	)	(0.41	)
LifeModel Aggressive^SMClass B Shares
Six months ended 1/31/12 ~		$	10.76	0.06	#Δ	(0.18	)#	(0.12	)	(0.08	)	–
Year ended 7/31/11		$	8.94	0.03	#Δ	1.85	#	1.88		(0.06	)	–
Year ended 7/31/10		$	8.38	0.03	#Δ	0.73	#	0.76		(0.07	)	(0.13	)
Year ended 7/31/09		$	13.12	0.11	#Δ	(3.44	)#	(3.33	)	(0.16	)	(1.25	)
Year ended 7/31/08		$	16.11	0.06	#Δ	(1.52	)#	(1.46	)	(0.37	)	(1.16	)
Year ended 7/31/07		$	14.24	(0.02	)#Δ	2.33	#	2.31		(0.02	)	(0.42	)
LifeModel Aggressive^SMClass C Shares
Six months ended 1/31/12 ~		$	10.74	0.07	#Δ	(0.20	)#	(0.13	)	(0.08	)	–
Year ended 7/31/11		$	8.94	0.03	#Δ	1.83	#	1.86		(0.06	)	–
Year ended 7/31/10		$	8.37	0.03	#Δ	0.74	#	0.77		(0.07	)	(0.13	)
Year ended 7/31/09		$	13.11	0.11	#Δ	(3.44	)#	(3.33	)	(0.16	)	(1.25	)
Year ended 7/31/08		$	16.11	0.05	#Δ	(1.52	)#	(1.47	)	(0.37	)	(1.16	)
Year ended 7/31/07		$	14.24	(0.04	)#Δ	2.35	#	2.31		(0.03	)	(0.41	)
LifeModel Moderately Aggressive^SMInstitutional Shares
Six months ended 1/31/12 ~		$	11.44	0.15	#Δ	(0.14	)#	0.01		(0.16	)	–
Year ended 7/31/11		$	9.77	0.20	#Δ	1.67	#	1.87		(0.20	)	–
Year ended 7/31/10		$	9.14	0.19	#Δ	0.68	#	0.87		(0.20	)	(0.04	)
Year ended 7/31/09		$	12.85	0.28	#Δ	(2.71	)#	(2.43	)	(0.37	)	(0.91	)
Year ended 7/31/08		$	15.44	0.29	#Δ	(1.32	)#	(1.03	)	(0.45	)	(1.11	)
Year ended 7/31/07		$	13.98	0.25	#Δ	1.84	#	2.09		(0.26	)	(0.37	)
LifeModel Moderately Aggressive^SMClass A Shares
Six months ended 1/31/12 ~		$	11.42	0.13	#Δ	(0.13	)#	–		(0.14	)	–
Year ended 7/31/11		$	9.76	0.18	#Δ	1.65	#	1.83		(0.17	)	–
Year ended 7/31/10		$	9.12	0.17	#Δ	0.69	#	0.86		(0.18	)	(0.04	)
Year ended 7/31/09		$	12.83	0.26	#Δ	(2.72	)#	(2.46	)	(0.34	)	(0.91	)
Year ended 7/31/08		$	15.42	0.27	#Δ	(1.34	)#	(1.07	)	(0.41	)	(1.11	)
Year ended 7/31/07		$	13.96	0.21	#Δ	1.83	#	2.04		(0.22	)	(0.36	)
LifeModel Moderately Aggressive^SMClass B Shares
Six months ended 1/31/12 ~		$	11.29	0.09	#Δ	(0.13	)#	(0.04	)	(0.10	)	–
Year ended 7/31/11		$	9.65	0.09	#Δ	1.64	#	1.73		(0.09	)	–
Year ended 7/31/10		$	9.02	0.10	#Δ	0.67	#	0.77		(0.10	)	(0.04	)
Year ended 7/31/09		$	12.72	0.18	#Δ	(2.69	)#	(2.51	)	(0.28	)	(0.91	)
Year ended 7/31/08		$	15.34	0.17	#Δ	(1.33	)#	(1.16	)	(0.35	)	(1.11	)
Year ended 7/31/07		$	13.90	0.10	#Δ	1.82	#	1.92		(0.11	)	(0.37	)
LifeModel Moderately Aggressive^SMClass C Shares
Six months ended 1/31/12 ~		$	11.29	0.09	#Δ	(0.13	)#	(0.04	)	(0.10	)	–
Year ended 7/31/11		$	9.65	0.09	#Δ	1.64	#	1.73		(0.09	)	–
Year ended 7/31/10		$	9.03	0.09	#Δ	0.67	#	0.76		(0.10	)	(0.04	)
Year ended 7/31/09		$	12.71	0.18	#Δ	(2.67	)#	(2.49	)	(0.28	)	(0.91	)
Year ended 7/31/08		$	15.34	0.19	#Δ	(1.36	)#	(1.17	)	(0.35	)	(1.11	)
Year ended 7/31/07		$	13.89	0.10	#Δ	1.83	#	1.93		(0.11	)	(0.37	)

See notes to financial highlights
and notes to financial statements.

116

Fifth Third Funds

Financial Highlights, continued

(For a share of beneficial interest outstanding throughout each period)


						Ratios/Supplemental Data
Total Dividends and Distributions	Net Asset Value, End of Period			Total Return (excludes sales charge)		Net Assets, End of Period (000’s)			Ratios of Expenses to Average Net Assets (a)		Ratios of Expenses to Average Net Assets (b)		Ratios of Net Investment Income/(Loss) to Average Net Assets		Portfolio Turnover Rate (c)

(0.13)		$	11.11	(0.59	)%*		$	71,787	0.60	%**	0.08	%**	2.40	%**	1	%
(0.13)		$	11.31	22.19	%		$	76,649	0.55	%	0.08	%	1.28	%	18	%
(0.26)		$	9.37	10.25	%		$	75,906	0.54	%	0.08	%	1.36	%	11	%
(1.49)		$	8.73	(22.95	)%		$	76,770	0.56	%	0.08	%	2.21	%	9	%
(1.65)		$	13.57	(9.45	)%		$	107,929	0.49	%	0.08	%	1.31	%	26	%
(0.53)		$	16.58	17.59	%		$	119,437	0.49	%	0.08	%	0.87	%	14	%

(0.11)		$	11.02	(0.70	)%*		$	21,520	0.85	%**	0.33	%**	2.06	%**	1	%
(0.11)		$	11.22	21.88	%		$	25,665	0.80	%	0.33	%	1.03	%	18	%
(0.23)		$	9.30	9.94	%		$	24,982	0.79	%	0.33	%	1.10	%	11	%
(1.47)		$	8.67	(23.12	)%		$	28,126	0.81	%	0.33	%	1.95	%	9	%
(1.62)		$	13.49	(9.74	)%		$	44,892	0.74	%	0.33	%	1.19	%	26	%
(0.50)		$	16.51	17.29	%		$	57,421	0.73	%	0.33	%	0.62	%	14	%

(0.08)		$	10.56	(1.05	)%*		$	3,922	1.60	%**	1.08	%**	1.24	%**	1	%
(0.06)		$	10.76	21.06	%		$	5,207	1.55	%	1.08	%	0.29	%	18	%
(0.20)		$	8.94	9.01	%		$	6,672	1.54	%	1.08	%	0.35	%	11	%
(1.41)		$	8.38	(23.68	)%		$	7,893	1.56	%	1.08	%	1.24	%	9	%
(1.53)		$	13.12	(10.41	)%		$	13,202	1.49	%	1.08	%	0.39	%	26	%
(0.44)		$	16.11	16.44	%		$	18,547	1.49	%	1.08	%	(0.13	)%	14	%

(0.08)		$	10.53	(1.14	)%*		$	965	1.60	%**	1.08	%**	1.37	%**	1	%
(0.06)		$	10.74	20.85	%		$	1,031	1.55	%	1.08	%	0.28	%	18	%
(0.20)		$	8.94	9.14	%		$	1,189	1.54	%	1.08	%	0.32	%	11	%
(1.41)		$	8.37	(23.70	)%		$	1,342	1.55	%	1.08	%	1.24	%	9	%
(1.53)		$	13.11	(10.44	)%		$	2,236	1.49	%	1.08	%	0.36	%	26	%
(0.44)		$	16.11	16.45	%		$	3,016	1.49	%	1.08	%	(0.24	)%	14	%

(0.16)		$	11.29	0.14	%*		$	95,300	0.59	%**	0.08	%**	2.74	%**	1	%
(0.20)		$	11.44	19.24	%		$	101,835	0.54	%	0.08	%	1.85	%	18	%
(0.24)		$	9.77	9.56	%		$	100,910	0.53	%	0.08	%	1.98	%	16	%
(1.28)		$	9.14	(17.50	)%		$	110,522	0.54	%	0.08	%	3.06	%	8	%
(1.56)		$	12.85	(7.76	)%		$	135,474	0.48	%	0.08	%	2.06	%	26	%
(0.63)		$	15.44	15.16	%		$	146,973	0.47	%	0.08	%	1.68	%	20	%

(0.14)		$	11.28	0.09	%*		$	54,446	0.84	%**	0.33	%**	2.46	%**	1	%
(0.17)		$	11.42	18.86	%		$	57,921	0.79	%	0.33	%	1.61	%	18	%
(0.22)		$	9.76	9.40	%		$	57,520	0.78	%	0.33	%	1.70	%	16	%
(1.25)		$	9.12	(17.73	)%		$	64,959	0.79	%	0.33	%	2.77	%	8	%
(1.52)		$	12.83	(7.95	)%		$	98,658	0.73	%	0.33	%	1.89	%	26	%
(0.58)		$	15.42	14.82	%		$	127,824	0.72	%	0.33	%	1.42	%	20	%

(0.10)		$	11.15	(0.34	)%*		$	11,924	1.59	%**	1.08	%**	1.60	%**	1	%
(0.09)		$	11.29	17.98	%		$	18,172	1.54	%	1.08	%	0.86	%	18	%
(0.14)		$	9.65	8.57	%		$	24,105	1.53	%	1.08	%	0.99	%	16	%
(1.19)		$	9.02	(18.37	)%		$	27,726	1.54	%	1.08	%	2.03	%	8	%
(1.46)		$	12.72	(8.65	)%		$	43,036	1.48	%	1.08	%	1.20	%	26	%
(0.48)		$	15.34	13.97	%		$	56,679	1.47	%	1.08	%	0.68	%	20	%

(0.10)		$	11.15	(0.31	)%*		$	2,727	1.59	%**	1.08	%**	1.72	%**	1	%
(0.09)		$	11.29	18.02	%		$	3,072	1.54	%	1.08	%	0.86	%	18	%
(0.14)		$	9.65	8.43	%		$	2,989	1.53	%	1.08	%	0.96	%	16	%
(1.19)		$	9.03	(18.28	)%		$	3,375	1.54	%	1.08	%	1.99	%	8	%
(1.46)		$	12.71	(8.73	)%		$	6,077	1.48	%	1.08	%	1.35	%	26	%
(0.48)		$	15.34	13.98	%		$	9,012	1.47	%	1.08	%	0.68	%	20	%

See notes to financial highlights
and notes to financial statements.

117

Fifth Third Funds

Financial Highlights, continued

(For a share of beneficial interest outstanding throughout each period)


				Change in Net Assets Resulting from Operations						Less Dividends and Distributions from
	Net Asset Value, Beginning of Period			Net Investment Income/(Loss)		Net Realized and Unrealized Gains/(Losses) from Investment Transactions		Change in Net Assets Resulting from Operations		Net Investment Income		Net Realized Gains
LifeModel Moderate^SMInstitutional Shares
Six months ended 1/31/12 ~		$	10.86	0.16	#Δ	(0.07	)#	0.09		(0.17	)	–
Year ended 7/31/11		$	9.61	0.26	#Δ	1.24	#	1.50		(0.25	)	–
Year ended 7/31/10		$	9.01	0.25	#Δ	0.61	#	0.86		(0.26	)	–
Year ended 7/31/09		$	11.43	0.34	#Δ	(1.81	)#	(1.47	)	(0.42	)	(0.53	)
Year ended 7/31/08		$	13.34	0.36	#Δ	(1.06	)#	(0.70	)	(0.45	)	(0.76	)
Year ended 7/31/07		$	12.43	0.33	#Δ	1.21	#	1.54		(0.33	)	(0.30	)
LifeModel Moderate^SMClass A Shares
Six months ended 1/31/12 ~		$	10.84	0.15	#Δ	(0.06	)#	0.09		(0.16	)	–
Year ended 7/31/11		$	9.60	0.23	#Δ	1.23	#	1.46		(0.22	)	–
Year ended 7/31/10		$	9.00	0.23	#Δ	0.61	#	0.84		(0.24	)	–
Year ended 7/31/09		$	11.42	0.32	#Δ	(1.81	)#	(1.49	)	(0.40	)	(0.53	)
Year ended 7/31/08		$	13.32	0.33	#Δ	(1.06	)#	(0.73	)	(0.41	)	(0.76	)
Year ended 7/31/07		$	12.41	0.29	#Δ	1.22	#	1.51		(0.30	)	(0.30	)
LifeModel Moderate^SMClass B Shares
Six months ended 1/31/12 ~		$	10.78	0.10	#Δ	(0.06	)#	0.04		(0.11	)	–
Year ended 7/31/11		$	9.54	0.15	#Δ	1.23	#	1.38		(0.14	)	–
Year ended 7/31/10		$	8.95	0.15	#Δ	0.60	#	0.75		(0.16	)	–
Year ended 7/31/09		$	11.37	0.25	#Δ	(1.80	)#	(1.55	)	(0.34	)	(0.53	)
Year ended 7/31/08		$	13.25	0.24	#Δ	(1.05	)#	(0.81	)	(0.31	)	(0.76	)
Year ended 7/31/07		$	12.35	0.19	#Δ	1.21	#	1.40		(0.20	)	(0.30	)
LifeModel Moderate^SMClass C Shares
Six months ended 1/31/12 ~		$	10.78	0.10	#Δ	(0.05	)#	0.05		(0.12	)	–
Year ended 7/31/11		$	9.55	0.15	#Δ	1.23	#	1.38		(0.15	)	–
Year ended 7/31/10		$	8.95	0.15	#Δ	0.61	#	0.76		(0.16	)	–
Year ended 7/31/09		$	11.37	0.25	#Δ	(1.80	)#	(1.55	)	(0.34	)	(0.53	)
Year ended 7/31/08		$	13.26	0.24	#Δ	(1.06	)#	(0.82	)	(0.31	)	(0.76	)
Year ended 7/31/07		$	12.36	0.19	#Δ	1.21	#	1.40		(0.20	)	(0.30	)
LifeModel Moderately Conservative^SM Institutional Shares
Six months ended 1/31/12 ~		$	9.93	0.15	#Δ	(0.03	)#	0.12		(0.17	)	–
Year ended 7/31/11		$	8.92	0.26	#Δ	1.01	#	1.27		(0.26	)	–
Year ended 7/31/10		$	8.35	0.26	#Δ	0.57	#	0.83		(0.26	)	–
Year ended 7/31/09		$	10.34	0.34	#Δ	(1.40	)#	(1.06	)	(0.41	)	(0.52	)
Year ended 7/31/08		$	11.95	0.37	#Δ	(0.90	)#	(0.53	)	(0.42	)	(0.66	)
Year ended 7/31/07		$	11.36	0.34	#Δ	0.93	#	1.27		(0.35	)	(0.33	)
LifeModel Moderately Conservative^SM Class A Shares
Six months ended 1/31/12 ~		$	9.91	0.14	#Δ	(0.03	)#	0.11		(0.16	)	–
Year ended 7/31/11		$	8.90	0.23	#Δ	1.01	#	1.24		(0.23	)	–
Year ended 7/31/10		$	8.33	0.23	#Δ	0.58	#	0.81		(0.24	)	–
Year ended 7/31/09		$	10.32	0.32	#Δ	(1.40	)#	(1.08	)	(0.39	)	(0.52	)
Year ended 7/31/08		$	11.93	0.33	#Δ	(0.89	)#	(0.56	)	(0.39	)	(0.66	)
Year ended 7/31/07		$	11.35	0.31	#Δ	0.92	#	1.23		(0.32	)	(0.33	)
LifeModel Moderately Conservative^SM Class B Shares
Six months ended 1/31/12 ~		$	9.87	0.10	#Δ	(0.04	)#	0.06		(0.11	)	–
Year ended 7/31/11		$	8.87	0.16	#Δ	1.00	#	1.16		(0.16	)	–
Year ended 7/31/10		$	8.30	0.17	#Δ	0.57	#	0.74		(0.17	)	–
Year ended 7/31/09		$	10.29	0.25	#Δ	(1.38	)#	(1.13	)	(0.34	)	(0.52	)
Year ended 7/31/08		$	11.88	0.25	#Δ	(0.89	)#	(0.64	)	(0.29	)	(0.66	)
Year ended 7/31/07		$	11.30	0.22	#Δ	0.92	#	1.14		(0.23	)	(0.33	)
LifeModel Moderately Conservative^SM Class C Shares
Six months ended 1/31/12 ~		$	9.88	0.10	#Δ	(0.03	)#	0.07		(0.12	)	–
Year ended 7/31/11		$	8.88	0.16	#Δ	1.00	#	1.16		(0.16	)	–
Year ended 7/31/10		$	8.31	0.16	#Δ	0.58	#	0.74		(0.17	)	–
Year ended 7/31/09		$	10.30	0.26	#Δ	(1.39	)#	(1.13	)	(0.34	)	(0.52	)
Year ended 7/31/08		$	11.89	0.25	#Δ	(0.89	)#	(0.64	)	(0.29	)	(0.66	)
Year ended 7/31/07		$	11.32	0.22	#Δ	0.91	#	1.13		(0.23	)	(0.33	)

See notes to financial highlights
and notes to financial statements.

118

Fifth Third Funds

Financial Highlights, continued

(For a share of beneficial interest outstanding throughout each period)


							Ratios/Supplemental Data
Total Dividends and Distributions		Net Asset Value, End of Period			Total Return (excludes sales charge)		Net Assets, End of Period (000’s)			Ratios of Expenses to Average Net Assets (a)		Ratios of Expenses to Average Net Assets (b)		Ratios of Net Investment Income to Average Net Assets		Portfolio Turnover Rate (c)

(0.17	)		$	10.78	0.92	%*		$	186,018	0.47	%**	0.08	%**	3.02	%**	2	%
(0.25	)		$	10.86	15.73	%		$	192,241	0.46	%	0.08	%	2.44	%	20	%
(0.26	)		$	9.61	9.60	%		$	195,480	0.45	%	0.08	%	2.63	%	9	%
(0.95	)		$	9.01	(11.88	)%		$	258,159	0.44	%	0.08	%	3.80	%	7	%
(1.21	)		$	11.43	(6.02	)%		$	312,435	0.43	%	0.08	%	2.85	%	23	%
(0.63	)		$	13.34	12.60	%		$	369,880	0.44	%	0.08	%	2.48	%	18	%

(0.16	)		$	10.77	0.89	%*		$	38,183	0.72	%**	0.33	%**	2.78	%**	2	%
(0.22	)		$	10.84	15.36	%		$	38,331	0.71	%	0.33	%	2.18	%	20	%
(0.24	)		$	9.60	9.33	%		$	40,212	0.70	%	0.33	%	2.39	%	9	%
(0.93	)		$	9.00	(12.09	)%		$	48,590	0.69	%	0.33	%	3.53	%	7	%
(1.17	)		$	11.42	(6.21	)%		$	71,338	0.68	%	0.33	%	2.67	%	23	%
(0.60	)		$	13.32	12.32	%		$	92,719	0.69	%	0.33	%	2.23	%	18	%

(0.11	)		$	10.71	0.45	%*		$	7,809	1.47	%**	1.08	%**	1.91	%**	2	%
(0.14	)		$	10.78	14.55	%		$	11,669	1.46	%	1.08	%	1.41	%	20	%
(0.16	)		$	9.54	8.43	%		$	17,417	1.45	%	1.08	%	1.63	%	9	%
(0.87	)		$	8.95	(12.76	)%		$	20,489	1.44	%	1.08	%	2.78	%	7	%
(1.07	)		$	11.37	(6.87	)%		$	32,003	1.43	%	1.08	%	1.93	%	23	%
(0.50	)		$	13.25	11.47	%		$	43,013	1.44	%	1.08	%	1.48	%	18	%

(0.12	)		$	10.71	0.49	%*		$	2,525	1.47	%**	1.08	%**	2.02	%**	2	%
(0.15	)		$	10.78	14.48	%		$	2,852	1.46	%	1.08	%	1.44	%	20	%
(0.16	)		$	9.55	8.57	%		$	2,706	1.45	%	1.08	%	1.61	%	9	%
(0.87	)		$	8.95	(12.77	)%		$	2,709	1.44	%	1.08	%	2.78	%	7	%
(1.07	)		$	11.37	(6.95	)%		$	4,333	1.43	%	1.08	%	1.92	%	23	%
(0.50	)		$	13.26	11.46	%		$	6,158	1.44	%	1.08	%	1.48	%	18	%

(0.17	)		$	9.88	1.27	%*		$	30,553	0.69	%**	0.08	%**	3.15	%**	2	%
(0.26	)		$	9.93	14.33	%		$	34,231	0.64	%	0.08	%	2.70	%	25	%
(0.26	)		$	8.92	10.07	%		$	33,074	0.59	%	0.08	%	2.90	%	14	%
(0.93	)		$	8.35	(9.12	)%		$	35,581	0.59	%	0.08	%	4.11	%	8	%
(1.08	)		$	10.34	(5.03	)%		$	43,093	0.53	%	0.08	%	3.28	%	25	%
(0.68	)		$	11.95	11.24	%		$	41,336	0.54	%	0.08	%	2.89	%	30	%

(0.16	)		$	9.86	1.14	%*		$	14,714	0.94	%**	0.33	%**	2.92	%**	2	%
(0.23	)		$	9.91	14.07	%		$	14,495	0.89	%	0.33	%	2.44	%	25	%
(0.24	)		$	8.90	9.82	%		$	15,138	0.84	%	0.33	%	2.66	%	14	%
(0.91	)		$	8.33	(9.36	)%		$	16,941	0.84	%	0.33	%	3.81	%	8	%
(1.05	)		$	10.32	(5.30	)%		$	25,200	0.79	%	0.33	%	2.92	%	25	%
(0.65	)		$	11.93	10.96	%		$	35,676	0.79	%	0.33	%	2.63	%	30	%

(0.11	)		$	9.82	0.70	%*		$	2,749	1.69	%**	1.08	%**	2.06	%**	2	%
(0.16	)		$	9.87	13.10	%		$	4,491	1.64	%	1.08	%	1.67	%	25	%
(0.17	)		$	8.87	9.01	%		$	7,258	1.59	%	1.08	%	1.89	%	14	%
(0.86	)		$	8.30	(10.03	)%		$	8,292	1.59	%	1.08	%	3.06	%	8	%
(0.95	)		$	10.29	(5.94	)%		$	13,891	1.54	%	1.08	%	2.25	%	25	%
(0.56	)		$	11.88	10.17	%		$	18,839	1.54	%	1.08	%	1.89	%	30	%

(0.12	)		$	9.83	0.75	%*		$	989	1.69	%**	1.08	%**	2.18	%**	2	%
(0.16	)		$	9.88	13.14	%		$	989	1.64	%	1.08	%	1.71	%	25	%
(0.17	)		$	8.88	8.98	%		$	1,009	1.59	%	1.08	%	1.87	%	14	%
(0.86	)		$	8.31	(10.00	)%		$	1,264	1.59	%	1.08	%	3.09	%	8	%
(0.95	)		$	10.30	(5.93	)%		$	2,071	1.54	%	1.08	%	2.23	%	25	%
(0.56	)		$	11.89	10.08	%		$	2,755	1.54	%	1.08	%	1.88	%	30	%

See notes to financial highlights
and notes to financial statements.

119

Fifth Third Funds

Financial Highlights, continued

(For a share of beneficial interest outstanding throughout each period)


				Change in Net Assets Resulting from Operations						Less Dividends and Distributions from
	Net Asset Value, Beginning of Period			Net Investment Income/(Loss)		Net Realized and Unrealized Gains/(Losses) from Investment Transactions		Change in Net Assets Resulting from Operations		Net Investment Income		Net Realized Gains
LifeModel Conservative^SMInstitutional Shares
Six months ended 1/31/12 ~		$	9.92	0.17	#Δ	–	#^	0.17		(0.18	)	–
Year ended 7/31/11		$	9.26	0.32	#Δ	0.66	#	0.98		(0.32	)	–
Year ended 7/31/10		$	8.75	0.32	#Δ	0.52	#	0.84		(0.33	)	–
Year ended 7/31/09		$	9.89	0.41	#Δ	(0.92	)#	(0.51	)	(0.46	)	(0.17	)
Year ended 7/31/08		$	10.99	0.43	#Δ	(0.80	)#	(0.37	)	(0.43	)	(0.30	)
Year ended 7/31/07		$	10.72	0.41	#Δ	0.49	#	0.90		(0.41	)	(0.22	)
LifeModel Conservative^SMClass A Shares
Six months ended 1/31/12 ~		$	9.90	0.15	#Δ	0.01	#	0.16		(0.17	)	–
Year ended 7/31/11		$	9.24	0.29	#Δ	0.66	#	0.95		(0.29	)	–
Year ended 7/31/10		$	8.74	0.30	#Δ	0.51	#	0.81		(0.31	)	–
Year ended 7/31/09		$	9.87	0.39	#Δ	(0.91	)#	(0.52	)	(0.44	)	(0.17	)
Year ended 7/31/08		$	10.97	0.39	#Δ	(0.79	)#	(0.40	)	(0.40	)	(0.30	)
Year ended 7/31/07		$	10.70	0.38	#Δ	0.49	#	0.87		(0.38	)	(0.22	)
LifeModel Conservative^SMClass B Shares
Six months ended 1/31/12 ~		$	9.86	0.12	#Δ	0.01	#	0.13		(0.13	)	–
Year ended 7/31/11		$	9.20	0.21	#Δ	0.66	#	0.87		(0.21	)	–
Year ended 7/31/10		$	8.70	0.23	#Δ	0.51	#	0.74		(0.24	)	–
Year ended 7/31/09		$	9.83	0.32	#Δ	(0.90	)#	(0.58	)	(0.38	)	(0.17	)
Year ended 7/31/08		$	10.95	0.31	#Δ	(0.80	)#	(0.49	)	(0.33	)	(0.30	)
Year ended 7/31/07		$	10.67	0.29	#Δ	0.50	#	0.79		(0.30	)	(0.21	)
LifeModel Conservative^SMClass C Shares
Six months ended 1/31/12 ~		$	9.88	0.12	#Δ	–	#^	0.12		(0.13	)	–
Year ended 7/31/11		$	9.21	0.21	#Δ	0.67	#	0.88		(0.21	)	–
Year ended 7/31/10		$	8.71	0.23	#Δ	0.51	#	0.74		(0.24	)	–
Year ended 7/31/09		$	9.84	0.32	#Δ	(0.90	)#	(0.58	)	(0.38	)	(0.17	)
Year ended 7/31/08		$	10.95	0.31	#Δ	(0.79	)#	(0.48	)	(0.33	)	(0.30	)
Year ended 7/31/07		$	10.67	0.29	#Δ	0.51	#	0.80		(0.30	)	(0.22	)
High Yield Bond Institutional Shares
Six months ended 1/31/12 ~		$	10.02	0.33	Δ	(0.16	)	0.17		(0.33	)	–
Year ended 7/31/11		$	9.62	0.71	Δ	0.41		1.12		(0.72	)	–
Year ended 7/31/10		$	8.72	0.73	Δ	0.90		1.63		(0.73	)	–
Year ended 7/31/09		$	9.14	0.78	Δ	(0.41	)	0.37		(0.79	)	–
Year ended 7/31/08		$	9.57	0.73	Δ	(0.44	)	0.29		(0.72	)	–
Year ended 7/31/07		$	9.74	0.71	Δ	(0.14	)	0.57		(0.71	)	(0.03	)
High Yield Bond Class A Shares
Six months ended 1/31/12 ~		$	9.99	0.31	Δ	(0.15	)	0.16		(0.32	)	–
Year ended 7/31/11		$	9.59	0.69	Δ	0.41		1.10		(0.70	)	–
Year ended 7/31/10		$	8.69	0.71	Δ	0.89		1.60		(0.70	)	–
Year ended 7/31/09		$	9.12	0.74	Δ	(0.40	)	0.34		(0.77	)	–
Year ended 7/31/08		$	9.57	0.69	Δ	(0.46	)	0.23		(0.68	)	–
Year ended 7/31/07		$	9.74	0.68	Δ	(0.13	)	0.55		(0.69	)	(0.03	)
High Yield Bond Class B Shares
Six months ended 1/31/12 ~		$	10.01	0.28	Δ	(0.16	)	0.12		(0.28	)	–
Year ended 7/31/11		$	9.61	0.61	Δ	0.41		1.02		(0.62	)	–
Year ended 7/31/10		$	8.71	0.64	Δ	0.89		1.53		(0.63	)	–
Year ended 7/31/09		$	9.13	0.70	Δ	(0.41	)	0.29		(0.71	)	–
Year ended 7/31/08		$	9.56	0.64	Δ	(0.45	)	0.19		(0.62	)	–
Year ended 7/31/07		$	9.73	0.61	Δ	(0.13	)	0.48		(0.62	)	(0.03	)
High Yield Bond Class C Shares
Six months ended 1/31/12 ~		$	10.00	0.28	Δ	(0.16	)	0.12		(0.28	)	–
Year ended 7/31/11		$	9.60	0.61	Δ	0.42		1.03		(0.63	)	–
Year ended 7/31/10		$	8.71	0.63	Δ	0.90		1.53		(0.64	)	–
Year ended 7/31/09		$	9.13	0.70	Δ	(0.41	)	0.29		(0.71	)	–
Year ended 7/31/08		$	9.57	0.64	Δ	(0.45	)	0.19		(0.63	)	–
Year ended 7/31/07		$	9.74	0.60	Δ	(0.12	)	0.48		(0.62	)	(0.03	)

See notes to financial highlights
and notes to financial statements.

120

Fifth Third Funds

Financial Highlights, continued

(For a share of beneficial interest outstanding throughout each period)


						Ratios/Supplemental Data
Total Dividends and Distributions	Net Asset Value, End of Period			Total Return (excludes sales charge)		Net Assets, End of Period (000’s)			Ratios of Expenses to Average Net Assets (a)		Ratios of Expenses to Average Net Assets (b)		Ratios of Net Investment Income to Average Net Assets		Portfolio Turnover Rate (c)

(0.18)		$	9.91	1.81	%*		$	27,562	0.73	%**	0.08	%**	3.41	%**	2	%
(0.32)		$	9.92	10.70	%		$	26,036	0.72	%	0.08	%	3.32	%	25	%
(0.33)		$	9.26	9.77	%		$	23,916	0.65	%	0.08	%	3.54	%	14	%
(0.63)		$	8.75	(4.64	)%		$	26,856	0.65	%	0.08	%	4.80	%	6	%
(0.73)		$	9.89	(3.67	)%		$	28,215	0.62	%	0.08	%	4.04	%	23	%
(0.63)		$	10.99	8.58	%		$	24,570	0.64	%	0.08	%	3.69	%	24	%

(0.17)		$	9.89	1.68	%*		$	9,751	0.98	%**	0.33	%**	3.15	%**	2	%
(0.29)		$	9.90	10.44	%		$	9,801	0.97	%	0.33	%	3.05	%	25	%
(0.31)		$	9.24	9.39	%		$	9,630	0.90	%	0.33	%	3.30	%	14	%
(0.61)		$	8.74	(4.77	)%		$	9,914	0.90	%	0.33	%	4.52	%	6	%
(0.70)		$	9.87	(3.93	)%		$	12,908	0.88	%	0.33	%	3.68	%	23	%
(0.60)		$	10.97	8.33	%		$	15,083	0.89	%	0.33	%	3.44	%	24	%

(0.13)		$	9.86	1.37	%*		$	1,574	1.73	%**	1.08	%**	2.39	%**	2	%
(0.21)		$	9.86	9.57	%		$	2,253	1.72	%	1.08	%	2.25	%	25	%
(0.24)		$	9.20	8.58	%		$	4,051	1.65	%	1.08	%	2.53	%	14	%
(0.55)		$	8.70	(5.45	)%		$	5,099	1.65	%	1.08	%	3.76	%	6	%
(0.63)		$	9.83	(4.78	)%		$	7,253	1.63	%	1.08	%	2.97	%	23	%
(0.51)		$	10.95	7.53	%		$	9,242	1.64	%	1.07	%	2.69	%	24	%

(0.13)		$	9.87	1.28	%*		$	750	1.73	%**	1.08	%**	2.39	%**	2	%
(0.21)		$	9.88	9.67	%		$	825	1.72	%	1.08	%	2.23	%	25	%
(0.24)		$	9.21	8.56	%		$	1,365	1.65	%	1.08	%	2.53	%	14	%
(0.55)		$	8.71	(5.45	)%		$	1,788	1.65	%	1.08	%	3.74	%	6	%
(0.63)		$	9.84	(4.70	)%		$	2,250	1.63	%	1.08	%	2.91	%	23	%
(0.52)		$	10.95	7.59	%		$	3,091	1.64	%	1.07	%	2.67	%	24	%

(0.33)		$	9.86	1.82	%*		$	67,183	1.16	%**	0.74	%**	6.90	%**	14	%
(0.72)		$	10.02	12.01	%		$	59,399	1.14	%	0.74	%	7.15	%	81	%
(0.73)		$	9.62	19.22	%		$	53,780	1.20	%	0.74	%	7.83	%	71	%
(0.79)		$	8.72	5.98	%		$	47,395	1.19	%	0.74	%	10.13	%	32	%
(0.72)		$	9.14	2.98	%		$	50,153	1.15	%	0.74	%	7.65	%	36	%
(0.74)		$	9.57	5.85	%		$	68,193	1.14	%	0.74	%	7.12	%	42	%

(0.32)		$	9.83	1.70	%*		$	9,520	1.41	%**	0.99	%**	6.34	%**	14	%
(0.70)		$	9.99	11.78	%		$	2,290	1.39	%	0.99	%	6.90	%	81	%
(0.70)		$	9.59	18.96	%		$	1,149	1.42	%	0.99	%	7.71	%	71	%
(0.77)		$	8.69	5.60	%		$	4,443	1.38	%	0.99	%	9.23	%	32	%
(0.68)		$	9.12	2.38	%		$	206	1.40	%	0.99	%	7.17	%	36	%
(0.72)		$	9.57	5.47	%		$	175	1.39	%	0.99	%	6.83	%	42	%

(0.28)		$	9.85	1.32	%*		$	91	2.16	%**	1.74	%**	5.92	%**	14	%
(0.62)		$	10.01	10.91	%		$	90	2.14	%	1.74	%	6.17	%	81	%
(0.63)		$	9.61	18.07	%		$	94	2.21	%	1.74	%	6.83	%	71	%
(0.71)		$	8.71	4.89	%		$	74	2.20	%	1.74	%	9.10	%	32	%
(0.62)		$	9.13	1.94	%		$	155	2.15	%	1.74	%	6.67	%	36	%
(0.65)		$	9.56	4.83	%		$	156	2.15	%	1.74	%	6.12	%	42	%

(0.28)		$	9.84	1.32	%*		$	2,574	2.16	%**	1.74	%**	5.92	%**	14	%
(0.63)		$	10.00	10.95	%		$	2,370	2.14	%	1.74	%	6.13	%	81	%
(0.64)		$	9.60	18.06	%		$	1,403	2.23	%	1.74	%	6.72	%	71	%
(0.71)		$	8.71	4.93	%		$	113	2.19	%	1.74	%	9.19	%	32	%
(0.63)		$	9.13	2.00	%		$	114	2.15	%	1.74	%	6.67	%	36	%
(0.65)		$	9.57	4.72	%		$	127	2.15	%	1.74	%	6.04	%	42	%

See notes to financial highlights
and notes to financial statements.

121

Fifth Third Funds

Financial Highlights, continued

(For a share of beneficial interest outstanding throughout each period)


			Change in Net Assets Resulting from Operations						Less Dividends and Distributions from
	Net Asset Value, Beginning of Period		Net Investment Income/(Loss)		Net Realized and Unrealized Gains/ (Losses) from Investment Transactions		Change in Net Assets Resulting from Operations		Net Investment Income		Paid in Capital		Net Realized Gains
Total Return Bond Institutional Shares
Six months ended 1/31/12 ~	$	9.30	0.20Δ		0.12		0.32		(0.21	)	–			–
Year ended 7/31/11	$	9.02	0.44Δ		0.28		0.72		(0.44	)	–			–
Year ended 7/31/10	$	8.46	0.38Δ		0.62		1.00		(0.44	)	–			–
Year ended 7/31/09	$	9.03	0.46Δ		(0.55	)	(0.09	)	(0.48	)	–			–
Year ended 7/31/08	$	9.68	0.48Δ		(0.64	)	(0.16	)	(0.49	)	–			–
Year ended 7/31/07	$	9.68	0.45Δ	@	0.01		0.46		(0.46	)	–			–
Total Return Bond Class A Shares
Six months ended 1/31/12 ~	$	9.29	0.19Δ		0.13		0.32		(0.20	)	–			–
Year ended 7/31/11	$	9.02	0.41Δ		0.28		0.69		(0.42	)	–			–
Year ended 7/31/10	$	8.46	0.36Δ		0.61		0.97		(0.41	)	–			–
Year ended 7/31/09	$	9.03	0.44Δ		(0.55	)	(0.11	)	(0.46	)	–			–
Year ended 7/31/08	$	9.67	0.46Δ		(0.64	)	(0.18	)	(0.46	)	–			–
Year ended 7/31/07	$	9.68	0.43Δ	@	–		0.43		(0.44	)	–			–
Total Return Bond Class B Shares
Six months ended 1/31/12 ~	$	9.31	0.17Δ		0.10		0.27		(0.16	)	–			–
Year ended 7/31/11	$	9.03	0.34Δ		0.29		0.63		(0.35	)	–			–
Year ended 7/31/10	$	8.47	0.29Δ		0.62		0.91		(0.35	)	–			–
Year ended 7/31/09	$	9.03	0.38Δ		(0.54	)	(0.16	)	(0.40	)	–			–
Year ended 7/31/08	$	9.68	0.39Δ		(0.65	)	(0.26	)	(0.39	)	–			–
Year ended 7/31/07	$	9.68	0.35Δ	@	0.01		0.36		(0.36	)	–			–
Total Return Bond Class C Shares
Six months ended 1/31/12 ~	$	9.31	0.16Δ		0.11		0.27		(0.16	)	–			–
Year ended 7/31/11	$	9.03	0.34Δ		0.29		0.63		(0.35	)	–			–
Year ended 7/31/10	$	8.47	0.29Δ		0.62		0.91		(0.35	)	–			–
Year ended 7/31/09	$	9.04	0.38Δ		(0.55	)	(0.17	)	(0.40	)	–			–
Year ended 7/31/08	$	9.68	0.39Δ		(0.64	)	(0.25	)	(0.39	)	–			–
Year ended 7/31/07	$	9.69	0.35Δ	@	–		0.35		(0.36	)	–			–
Short Term Bond Institutional Shares
Six months ended 1/31/12 ~	$	9.58	0.06Δ		(0.02	)	0.04		(0.08	)	–			–
Year ended 7/31/11	$	9.58	0.16Δ		0.01		0.17		(0.17	)	–			–
Year ended 7/31/10	$	9.33	0.22Δ		0.26		0.48		(0.23	)	–			–
Year ended 7/31/09	$	9.29	0.33Δ		0.05		0.38		(0.34	)	–			–
Year ended 7/31/08	$	9.32	0.38Δ		(0.03	)	0.35		(0.38	)	–			–
Year ended 7/31/07	$	9.25	0.37Δ		0.09		0.46		(0.38	)	(0.01	)		–
Short Term Bond Class A Shares
Six months ended 1/31/12 ~	$	9.57	0.05Δ		(0.02	)	0.03		(0.07	)	–			–
Year ended 7/31/11	$	9.57	0.14Δ		0.01		0.15		(0.15	)	–			–
Year ended 7/31/10	$	9.32	0.19Δ		0.27		0.46		(0.21	)	–			–
Year ended 7/31/09	$	9.29	0.31Δ		0.04		0.35		(0.32	)	–			–
Year ended 7/31/08	$	9.31	0.35Δ		(0.01	)	0.34		(0.36	)	–			–
Year ended 7/31/07	$	9.25	0.35Δ		0.08		0.43		(0.36	)	(0.01	)		–
Short Term Bond Class C Shares
Six months ended 1/31/12 ~	$	9.55	0.01Δ		(0.01	)	–		(0.04	)	–			–
Year ended 7/31/11	$	9.55	0.07Δ		–		0.07		(0.07	)	–			–
Year ended 7/31/10	$	9.31	0.10Δ		0.28		0.38		(0.14	)	–			–
Year ended 7/31/09	$	9.28	0.22Δ		0.07		0.29		(0.26	)	–			–
Year ended 7/31/08	$	9.32	0.28Δ		(0.02	)	0.26		(0.30	)	–			–
Year ended 7/31/07	$	9.25	0.28Δ		0.09		0.37		(0.29	)	(0.01	)		–

See notes to financial highlights
and notes to financial statements.

122

Fifth Third Funds

Financial Highlights, continued

(For a share of beneficial interest outstanding throughout each period)


						Ratios/Supplemental Data
Total Dividends and Distributions		Net Asset Value, End of Period		Total Return (excludes sales charge)		Net Assets, End of Period (000’s)		Ratios of Expenses to Average Net Assets (a)		Ratios of Expenses to Average Net Assets (b)		Ratios of Net Investment Income to Average Net Assets		Portfolio Turnover Rate (c)

(0.21	)	$	9.41	3.50	%*	$	203,348	0.91	%**	0.63	%**	4.44	%**	38	%
(0.44	)	$	9.30	8.28	%~	$	230,708	0.89	%	0.64	%	4.98	%	60	%
(0.44	)	$	9.02	11.91	%	$	275,474	0.87	%	0.65	%	4.33	%	39	%
(0.48	)	$	8.46	(0.71	)%	$	386,492	0.84	%	0.66	%	5.54	%	15	%
(0.49	)	$	9.03	(1.86	)%	$	559,548	0.88	%	0.69	%	5.03	%	36	%
(0.46	)	$	9.68	4.83	%@	$	230,154	0.91	%	0.72	%	4.57	%	65	%

(0.20	)	$	9.41	3.48	%*	$	14,195	1.16	%**	0.88	%**	4.19	%**	38	%
(0.42	)	$	9.29	7.90	%~	$	13,910	1.14	%	0.89	%	4.74	%	60	%
(0.41	)	$	9.02	11.76	%	$	15,010	1.12	%	0.90	%	4.06	%	39	%
(0.46	)	$	8.46	(0.95	)%	$	15,751	1.09	%	0.91	%	5.29	%	15	%
(0.46	)	$	9.03	(1.99	)%	$	20,497	1.13	%	0.94	%	4.78	%	36	%
(0.44	)	$	9.67	4.45	%@	$	8,223	1.16	%	0.97	%	4.32	%	65	%

(0.16	)	$	9.42	2.95	%*	$	348	1.91	%**	1.63	%**	3.67	%**	38	%
(0.35	)	$	9.31	7.17	%~	$	813	1.89	%	1.64	%	3.86	%	60	%
(0.35	)	$	9.03	10.90	%	$	1,821	1.87	%	1.65	%	3.30	%	39	%
(0.40	)	$	8.47	(1.58	)%	$	2,932	1.84	%	1.66	%	4.55	%	15	%
(0.39	)	$	9.03	(2.80	)%	$	3,490	1.88	%	1.69	%	4.02	%	36	%
(0.36	)	$	9.68	3.75	%@	$	2,151	1.91	%	1.72	%	3.57	%	65	%

(0.16	)	$	9.42	2.98	%*	$	629	1.91	%**	1.63	%**	3.48	%**	38	%
(0.35	)	$	9.31	7.18	%~	$	640	1.89	%	1.64	%	3.94	%	60	%
(0.35	)	$	9.03	10.93	%	$	859	1.87	%	1.65	%	3.30	%	39	%
(0.40	)	$	8.47	(1.71	)%	$	745	1.84	%	1.66	%	4.52	%	15	%
(0.39	)	$	9.04	(2.72	)%	$	1,528	1.88	%	1.69	%	4.07	%	36	%
(0.36	)	$	9.68	3.65	%@	$	225	1.90	%	1.72	%	3.57	%	65	%

(0.08	)	$	9.54	0.43	%*	$	146,111	0.83	%**	0.48	%*	1.32	%**	50	%
(0.17	)	$	9.58	1.81	%	$	221,120	0.80	%	0.51	%	1.69	%	61	%
(0.23	)	$	9.58	5.18	%	$	254,162	0.78	%	0.57	%	2.30	%	78	%
(0.34	)	$	9.33	4.30	%	$	224,931	0.78	%	0.64	%	3.67	%	63	%
(0.38	)	$	9.29	3.80	%	$	241,776	0.79	%	0.64	%	4.01	%	33	%
(0.39	)	$	9.32	5.08	%	$	267,348	0.80	%	0.64	%	3.99	%	75	%

(0.07	)	$	9.53	0.30	%*	$	24,601	1.08	%**	0.73	%**	1.04	%**	50	%
(0.15	)	$	9.57	1.55	%	$	16,071	1.05	%	0.76	%	1.44	%	61	%
(0.21	)	$	9.57	4.94	%	$	22,079	1.03	%	0.82	%	1.98	%	78	%
(0.32	)	$	9.32	3.93	%	$	6,330	1.03	%	0.89	%	3.41	%	63	%
(0.36	)	$	9.29	3.67	%	$	7,127	1.04	%	0.89	%	3.73	%	33	%
(0.37	)	$	9.31	4.70	%	$	9,704	1.05	%	0.89	%	3.72	%	75	%

(0.04	)	$	9.51	(0.04	)%*	$	7,505	1.83	%**	1.48	%**	0.31	%**	50	%
(0.07	)	$	9.55	0.79	%	$	7,857	1.80	%	1.51	%	0.69	%	61	%
(0.14	)	$	9.55	4.14	%	$	10,264	1.78	%	1.57	%	1.09	%	78	%
(0.26	)	$	9.31	3.21	%	$	879	1.78	%	1.64	%	2.45	%	63	%
(0.30	)	$	9.28	2.76	%	$	171	1.79	%	1.64	%	2.98	%	33	%
(0.30	)	$	9.32	3.93	%	$	160	1.81	%	1.64	%	2.97	%	75	%

See notes to financial highlights
and notes to financial statements.

123

Fifth Third Funds

Notes to Financial Highlights (Unaudited)


(a)	Before waivers and reimbursements
(b)	Net of waivers and reimbursements
(c)	Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.
~	Unaudited
^	Amount is less than $0.005 per share.
*	Not annualized.
**	Annualized.
#	Represents income or gains/(losses) from affiliates.
∆	Average shares method used in calculation.
Ω	Includes dividend and interest expense for securities sold short. See table below.


	Institutional			Class A			Class B			Class C
Six months ended 1/31/12		0.51	%		0.51	%		0.51	%		0.49	%
Year ended 7/31/11		0.59	%		0.59	%		0.59	%		0.60	%
Year ended 7/31/10		0.60	%		0.61	%		0.62	%		0.56	%
Year ended 7/31/09		0.39	%		0.39	%		0.39	%		0.33	%
Year ended 7/31/08		0.59	%		0.59	%		0.59	%		0.59	%
Year ended 7/31/07		–	^		–	^		–	^		–	^


	^	Amount is less than $0.005 per share.

@	During the year ended July 31, 2007, the Advisor paid money to certain Funds related to an SEC investigation of Citi (formerly BISYS Fund Services), a former service provider to the Funds. See Note 5 in Notes to Financial Statements for further information. See additional information below regarding per share impacts and total return from the year ended July 31, 2007 had this payment not occurred.


	Total return excluding Payment by the Adviser (excludes sales charges)												Amount per share for Payment by the Adviser ^&
	Institutional			Class A			Class B			Class C				All Classes
Mid Cap Growth		17.24	%		16.93	%		16.06	%		16.07	%			$	0.01
Quality Growth		20.38	%		20.05	%		19.15	%		19.15	%			$	0.02
Disciplined Large Cap Value		14.44	%		14.13	%		13.38	%		13.34	%			$	–	^
Dividend Growth		14.90	%		14.64	%		13.78	%		13.79	%			$	0.07
International Equity		24.57	%		24.27	%		23.36	%		23.31	%			$	–	^
Total Return Bond		4.72	%		4.45	%		3.75	%		3.65	%			$	0.01


	^	Amount is less than $0.005.

	&	Per share impact of the Payment by the Adviser was recognized by all classes on July 30, 2007. Calculation is based on outstanding shares as of July 30, 2007. Net Investment Income/(Loss) in these Financial Highlights includes the Payment by the Adviser.

‡	Includes interest expense relating to settlement of foreign futures. Interest expense was 0.03% for the period ended January 31, 2012, 0.01% for the year ended July 31, 2011, 0.01% for year ended July 31, 2010 and 0.02% for the year ended July 31, 2009.

!	Includes extraordinary legal expenses. See table below and Note 3.


	Institutional			Class A			Class B			Class C
Year ended 7/31/10		0.32	%		0.31	%		0.29	%		0.39	%
Year ended 7/31/09		0.39	%		0.38	%		0.39	%		0.25	%


†	During the year ended July 31, 2011, Structured Large Cap Plus settled litigation with the Lehman Brothers Bankruptcy Trustee. See Note 16 in Notes to Financial Statements for further information. See additional information below regarding per share impacts and total return for the year ended July 31, 2011 had this payment not occurred.


	Total return excluding Settlement by Prime Broker (excludes sales charges)												Amount per share for Settlement with Prime Broker ^&
	Institutional			Class A			Class B			Class C				All Classes
Structured Large Cap Plus		24.70	%		24.55	%		23.12	%		23.50	%			$	0.06


	&	Per share impact of the Settlement with Prime Broker was recognized by all classes on November 15, 2010. Calculation is based on outstanding shares as of November 15, 2010. Net Realized Gain/(Loss) in these Financial Highlights includes the Settlement with Prime Broker.

∞	Includes litigation payments received during the year-ended July 31, 2011. The total returns excluding the litigation payments are listed below.


	Institutional			Class A			Class B			Class C
Total Return Bond		6.42	%		6.04	%		5.33	%		5.34	%

See notes to financial statements.

124

Fifth Third Funds

Notes to Financial Statements

January 31, 2012 (Unaudited)

(1) Organization

Fifth Third Funds (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company established as a Massachusetts business trust. The Trust consists of twenty-four separate investment portfolios.

The accompanying financial statements and notes relate only to the series of the Trust (individually a “Fund” and collectively the “Funds”) listed below. Each Fund is a diversified investment company for purposes of the Act.


Fund Name

Fifth Third Small Cap Growth Fund (“Small Cap Growth”)
Fifth Third Mid Cap Growth Fund (“Mid Cap Growth”)
Fifth Third Quality Growth Fund (“Quality Growth”)
Fifth Third Dividend Growth Fund (“Dividend Growth”)
Fifth Third Micro Cap Value Fund (“Micro Cap Value”)
Fifth Third Small Cap Value Fund (“Small Cap Value”)
Fifth Third All Cap Value Fund (“All Cap Value”)
Fifth Third Disciplined Large Cap Value Fund (“Disciplined Large Cap Value”)
Fifth Third Structured Large Cap Plus Fund (“Structured Large Cap Plus”)
Fifth Third Equity Index Fund (“Equity Index”)
Fifth Third International Equity Fund (“International Equity”)
Fifth Third Strategic Income Fund (“Strategic Income”)
Fifth Third LifeModel Aggressive Fund^SM(“LifeModel Aggressive^SM”)
Fifth Third LifeModel Moderately Aggressive Fund^SM(“LifeModel Moderately Aggressive^SM”)
Fifth Third LifeModel Moderate Fund^SM(“LifeModel Moderate^SM”)
Fifth Third LifeModel Moderately Conservative Fund^SM(“LifeModel Moderately Conservative^SM”)
Fifth Third LifeModel Conservative Fund^SM(“LifeModel Conservative^SM”)
(the foregoing five funds collectively the “LifeModel Funds^SM”)
Fifth Third High Yield Bond Fund (“High Yield Bond”)
Fifth Third Total Return Bond Fund (“Total Return Bond”)
Fifth Third Short Term Bond Fund (“Short Term Bond”)

Short Term Bond has three classes of shares: Institutional, Class A, and Class C shares. Equity Index has seven classes of shares: Institutional, Class A, Class B, Class C, Select, Preferred and Trust shares. The remainder of the Funds each have four classes of shares: Institutional, Class A, Class B, and Class C shares. All Funds’ Class B shares are closed to new purchases as of this report date. Class A shares are subject to initial sales charges imposed at the time of purchase, as described in the Funds’ prospectuses. Certain redemptions of each of Class A shares made within twelve months of purchase, Class B shares made within six years of purchase and Class C shares made within twelve months of purchase are subject to contingent deferred sales charges, as described in the Funds’ prospectuses. Each class of shares for each Fund has identical rights and privileges except with respect to administrative services fees paid by Class C, Select, Preferred and Trust shares, distribution services fees paid by Class A, Class B, and Class C shares, voting rights on matters affecting a single class of shares, and the exchange privileges of each class of shares.

The financial statements of the underlying Fifth Third Funds in which the LifeModel Funds^SMinvest should be read in conjunction with the financial statements for the applicable LifeModel Fund^SM.

(2) Significant Accounting Policies

The following is a summary of significant accounting policies consistently followed by the Funds in the preparation of their financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities

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and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of increases and decreases in net assets from operations during the period. Actual results could differ from those estimates.

Securities Valuation – All investments in securities are recorded at their estimated fair value as described in Note 13.

Securities Transactions and Related Income – Securities transactions are accounted for on the date the security is purchased or sold (trade date). Interest income is recognized on an accrual basis and includes, where applicable, amortization of premium or accretion of discount. 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. Paydown gains and losses on mortgage- and asset-backed securities are recorded as adjustments to interest income. Withholding taxes on foreign dividends have been provided for in accordance with the applicable country’s tax rules and rates. A Fund may be subject to foreign taxes on income, gains on investments, or currency repatriation, a portion of which may be recoverable. A Fund will accrue such taxes and recoveries as applicable, based upon its current interpretation of tax rules and regulations that exist in the markets in which it invests.

Foreign Currency Translation – The Funds do not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in the market prices of securities held. Such fluctuations are included with the net realized and unrealized gains or losses from investments. Realized foreign exchange gains or losses arise from sales and maturities of securities, sales of foreign currencies, currency exchange fluctuations between the trade and settlement dates of securities transactions, and the difference between the amount of assets and liabilities recorded and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the fair value of assets and liabilities, including investments in securities, resulting from changes in the currency exchange rates.

Lending Portfolio Securities – Each Fund may lend securities up to 33-1/3% of the Fund’s total assets (including the amount of securities out on loan) to qualified borrowers (typically broker-dealers) in order to enhance Fund earnings by investing cash collateral received in making such loans. The Funds continue to earn interest and dividends on securities loaned by way of receiving substitute payments (substitute dividend payments are generally not classified as Qualified Dividend Income for federal income tax purposes). Loans will be made only to borrowers deemed by the Lending Agent to be of sufficiently strong financial standing, organizational stability and creditworthiness under guidelines established by the Funds and when, in the judgment of the Lending Agent, the consideration that can be earned currently from such securities loans justifies the attendant risks.

The Trust has engaged its custodian bank, State Street Bank and Trust Company (“State Street”), to act as Lending Agent and to administer its securities lending program. State Street will earn a portion of program net income for its services. When a Fund makes a security loan, it receives cash collateral as protection against borrower default on the loaned security position and records an asset for the cash/invested collateral and a liability for the return of the collateral. Additionally, certain Funds received non-cash collateral, which they are not permitted to sell or re-pledge. Securities on loan continue to be included in investment securities at market value on the Statements of Assets and Liabilities and remain on the Schedule of Investments.

Loans of securities are required at the time the loan is made to be secured by collateral at least equal to 105% of the prior day’s market value of loaned equity securities not denominated in U.S. dollars or Canadian dollars or not primarily traded on a U.S. exchange; or 102% of the prior day’s market value of the securities on loan (including accrued interest) of any other loaned securities, and not less than 100% thereafter. The Funds may invest cash collateral in short-term money market instruments including: U.S. Treasury Bills, U.S. agency sponsored obligations, commercial paper, money market mutual funds, repurchase agreements and other highly rated, liquid investments.

During the life of security loans, the collateral and securities loaned remain subject to fluctuation in market value. State Street marks to market securities loaned and the collateral each business day. If additional collateral is due, State Street collects additional cash collateral from the borrowers. Although securities loaned will be fully collateralized at all times, State Street may experience delays in, or may be prevented from, recovering the collateral on behalf of a Fund. State Street may on behalf of a Fund recall a loaned security position at any time from a

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borrower, who is obligated to return the security recalled. In the event the borrower fails to return a recalled security in a timely fashion, State Street reserves the right to use the collateral to purchase like securities in the open market. State Street indemnifies the Funds against borrower default by agreeing to fund any shortfall between the collateral held and the cost of obtaining replacement securities. If replacement securities are not available, State Street will credit the equivalent cash value to the Fund(s).

Other – Expenses directly attributable to a Fund are charged to the Fund, while expenses which are attributable to more than one Fund of the Trust are allocated among the respective Funds based on their relative net assets or another appropriate basis. Income, expenses, and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets, except that each class separately bears expenses related specifically to that class, such as administrative services and/or distribution servicing fees.

Distributions to Shareholders – Dividends, if any, from net investment income are generally declared/paid as follows:


Declared daily/paid monthly	Declared/paid monthly	Declared/paid quarterly	Declared/paid annually
Strategic Income	High Yield Bond Total Return Bond Short Term Bond	Dividend Growth All Cap Value Disciplined Large Cap Value Structured Large Cap Plus Equity Index The LifeModel Funds^SM	Small Cap Growth Mid Cap Growth Quality Growth Micro Cap Value Small Cap Value International Equity

Distributable net realized gains, if any, are declared and distributed at least annually. Dividends declared and payable to shareholders are recorded on the ex-dividend date.

Dividends from net investment income and from net realized capital gains are determined in accordance with federal income tax regulations, which may differ from U.S. GAAP. These differences are primarily due to differing treatments for mortgage-backed securities, amortization and/or accretion of securities, foreign currency transactions, expiring capital loss carryforwards and deferrals of certain losses. To the extent distributions would exceed net investment income and net realized gains for tax purposes, the excess amounts are reclassified to paid-in capital within the composition of net assets. These “book/tax” differences are either considered temporary or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the composition of net assets based on their federal tax basis treatment; temporary differences do not require reclassifications.

New Accounting Pronouncements – In May 2011, the FASB issued ASU No. 2011-04 “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (“IFRS”)”. ASU 2011-04 includes common requirements for measurement of and disclosure about fair value between U.S. GAAP and IFRS. ASU 2011-04 will require reporting entities to disclose the following information for fair value measurements categorized within Level 3 of the fair value hierarchy: quantitative information about the unobservable inputs used in the fair value measurement, the valuation processes used by the reporting entity, and a narrative description of the sensitivity of the fair value measurement to changes in unobservable inputs and the interrelationships between those unobservable inputs. In addition, ASU 2011-04 will require reporting entities to make disclosures about amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. The new and revised disclosures are effective for interim and annual reporting periods beginning after December 15, 2011. At this time, management is evaluating the implications of ASU 2011-04 and its impact on the financial statements.

(3) Securities and Other Investments

Short Sales – Structured Large Cap Plus sells securities short, whereby it sells a security it generally does not own (the security is borrowed) in anticipation of a decline in the security’s price. The initial amount of a short sale is recorded as a liability, which is marked to market daily. Fluctuations in the value of the short liability are recorded as unrealized gains or losses. The Fund also may short a security when also holding a long position in the security (a “short against the box”), as the security’s price declines, the short position increases in value, offsetting the long

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position’s decrease in value. The opposite effect occurs if the security’s price rises. The Fund realizes a gain or loss upon closing of the short sale (returning the security to the counterparty by way of purchase or delivery of a long position owned). Possible losses from short sales may be unlimited, whereas losses from purchases cannot exceed the total amount invested. The Fund is liable to the buyer for any dividends payable on securities while those securities are in a short position. These dividends are an expense of the Fund. The Fund segregates cash and/or securities in a sufficient amount as collateral to the extent of open short positions. See Notes to Schedule of Investments.

Beginning in March 2009, the prime broker for the Fund’s short sales is Pershing, LLC. Pershing, LLC is a subsidiary of Bank of New York Mellon Corporation. The LifeModel Funds^SMinvest in Structured Large Cap Plus. An increase in the expense ratio of Structured Large Cap Plus also affects the return on investments by the LifeModel Funds^SM.

When-Issued and Delayed Delivery Transactions – The Funds may engage in when-issued or delayed delivery (“TBAs”) transactions. The Funds record when-issued securities on the trade date and maintain security positions such that sufficient liquid assets will be available to make payment for the securities purchased. Securities purchased on a when-issued or delayed delivery basis are valued daily and begin earning interest on the settlement date. To the extent the Funds hold these types of securities, a sufficient amount of cash and/or securities is segregated as collateral. See Notes to Schedules of Investments.

(4) Financial Derivative Instruments

Foreign Currency Contracts – The Funds may enter into foreign currency contracts to settle planned purchases or sales of securities or to protect against a possible loss resulting from the adverse change in the relationship between the U.S. Dollar and a foreign currency involved in an underlying transaction. Foreign currency contracts are agreements between two parties to buy and sell a currency at a set price on a future date. The market value of a foreign currency contract fluctuates with changes in currency exchange rates. Foreign currency contracts are marked-to-market daily and the change in market value is recorded by a Fund as unrealized appreciation or depreciation. When a foreign currency contract is closed, the Fund records a realized gain or loss equal to the difference between the value at the time it was opened and the value at the time it was closed. These contracts may involve market risk in excess of the unrealized gain or loss reflected on the Statements of Assets and Liabilities. In addition, a Fund could be exposed to credit risk if a counterparty is unable or unwilling to meet the terms of the contracts or if the value of the currency changes unfavorably. In connection with these contracts, the Funds may segregate cash and/or securities in a sufficient amount as collateral in accordance with the terms of the respective contracts. Forward foreign currency contracts open as of this report date are listed in the Notes to Schedules of Investments.

Futures Contracts – The Funds, with the exception of Dividend Growth, may enter into futures contracts which represent a commitment for the future purchase or sale of an asset at a specified price on a specified date. The Funds may use futures contracts to gain exposure to, or hedge against changes in the value of equities, interest rates or foreign currencies. Cash and/or securities are segregated or delivered to dealers in order to maintain a position (“initial margin”). Subsequent payments made or received by a Fund based on the daily change in the market value of the position (“variation margin”) are recorded as receivable or payable. The Funds recognize unrealized appreciation or depreciation until the contract is closed out, at which time the gain or loss is realized. The use of futures contracts involves, to varying degrees, elements of market risk. Risks arise from the possible imperfect correlation in movements in the price of futures contracts, interest rates and the underlying hedged assets, and the possible inability of counterparties to meet the terms of their contracts. With futures, there is minimal counterparty credit risk to the Funds since futures are exchange traded and the exchange’s clearinghouse, as counterparty to all exchange traded futures, guarantees the futures against default. Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed on the Statements of Assets and Liabilities. To the extent these Funds have open futures contracts at period end, a sufficient amount of cash and/or securities, which is restricted as to its use by these Funds, is segregated as collateral. Futures contracts open as of this report date are listed in the Notes to Schedules of Investments.

Swap Agreements – The Funds may enter into swap transactions, which are privately negotiated agreements between a Fund and a counterparty (usually a broker-dealer) to exchange or swap investment cash flows, assets, or

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market-linked returns at specified, future intervals. A Fund may enter into interest rate, total return, credit default, and other forms of swap agreements to manage its exposure to interest rates and credit risk. In connection with these agreements, securities may be identified as collateral in accordance with the terms of the respective swap agreements.

Credit default swap agreements involve one party making a stream of payments to another party in exchange for the right to receive up to the par amount of the underlying instrument in the event of a default by a third party – typically, a corporate issuer or sovereign issuer of an emerging country – on its obligation. A Fund may use credit default swaps to provide a measure of protection against defaults of the issuers (i.e., to reduce risk where a Fund owns or has exposure to the issuer) or to take an active long or short position with respect to the likelihood of a particular issuer’s default. When it is a seller of protection, a Fund generally receives an upfront payment or a fixed rate of income throughout the term of the swap, provided that there is no credit event. If a Fund is a seller of protection and a credit event occurs, as defined under the terms of the particular swap agreement, a Fund must pay to the buyer of the protection an amount up to the notional value of the swap and, in certain instances, take delivery of the underlying asset. As the seller, a Fund would effectively add leverage to its portfolio because, in addition to its total net assets, a Fund would be subject to investment exposure on the notional amount of the swap. When it is a buyer of protection, a Fund generally makes an upfront payment or pays a fixed rate throughout the term of the swap. In addition, as a buyer of protection, a Fund generally receives an amount up to the notional value of the swap if a credit event occurs. The treatment of credit default swaps and other swap agreements that provide for contingent, non-periodic, “bullet-type” payments as “notional principal contracts” for U.S. federal income tax purposes is uncertain. If the U.S. Internal Revenue Service were to take the position that a credit default swap or other bullet-type swap is not a “notional principal contract” for U.S. federal income tax purposes, payments received by a Fund from such investments may be subject to U.S. excise or income taxes. The Funds’ maximum risk of loss from counterparty risk, either as the protection seller or as the protection buyer, is the fair value of the contract. This risk is mitigated by having a master netting arrangement between the Fund and the counterparty and by the posting of collateral by the counterparty to the Funds to cover the Funds’ exposure to the counterparty.

Swaps are marked to market daily based upon quotations from market makers and the change in value, if any, is recorded as unrealized gain or loss in the Statements of Operations. Payments received or made at the beginning of the measurement period are reflected as such in the Statements of Assets and Liabilities. These upfront payments are recorded as realized gain or loss in the Statements of Operations upon termination or maturity of the swap. A liquidation payment received or made at the termination of the swap is recorded as realized gain or loss in the Statements of Operations. Net periodic payments received or paid by a Fund are included in realized gain or loss in the Statements of Operations. Entering into swap agreements involves, to varying degrees, elements of credit, market and documentation risk in excess of the amounts recognized in the Statements of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparty to the agreements may default on its obligation to perform or that the parties may disagree as to the meaning of contractual terms in the agreements, and that there may be unfavorable changes in interest rates.

(5) Related Party Transactions

Investment Advisory Fee – FTAM is the Funds’ investment advisor. FTAM, a wholly owned subsidiary of Fifth Third Bank, is an indirect subsidiary of Fifth Third Bancorp, a publicly traded financial services company. For its advisory services to the Funds, FTAM receives an investment advisory fee computed daily based on each Fund’s average daily net assets and paid monthly. Pursuant to a sub-advisory arrangement with FTAM, Fort Washington Investment Advisors, Inc. (“Fort Washington”) is High Yield Bond’s Sub-Advisor. The Advisor compensates Fort Washington an annual sub-advisory fee of 0.40% of net assets for the initial $50 million in assets and 0.30% of net assets for assets in excess of $50 million. For certain Funds, FTAM has voluntarily agreed to waive a portion of its advisory fee. In addition, FTAM has contractually agreed to waive fees and/or reimburse all Funds pursuant to an expense limitation agreement. See the table of advisory fees, waivers and expense limitations below.

Administration Fee – FTAM is the Trust’s administrator (the “Administrator”) and generally assists in all aspects of the Trust’s administration and operations, including providing the Funds with certain administrative personnel and

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services necessary to operate the Funds. FTAM receives administration fees at the annual rates shown below, which are computed daily and paid monthly based on average daily net assets of the Trust; the fees are prorated among the Funds based upon their relative average daily net assets.


	Administration Fee		Trust Average Daily Net Assets
	0.20%		Up to $1 billion
	0.18%		In excess of $1 billion up to $2 billion
	0.17%		In excess of $2 billion

For certain Funds, FTAM has voluntarily agreed to waive a portion of its administration fee. In addition, a $10,000 annual, per class, per Fund fee applies beyond the first four classes per Fund (only Equity Index has more than four classes), and each Fund that commences operations after September 18, 2002 is subject to an annual $20,000 minimum fee. FTAM has contractually agreed to waive fees and/or reimburse all Funds pursuant to an expense limitation agreement. See the table of advisory fee, waivers and expense limitations below.

Advisory Fee, Waivers, Expense Limitations – In its capacity as Advisor and Administrator, FTAM has entered into an expense limitation agreement with the Funds. Under the terms of the expense limitation agreement, to the extent that ordinary operating expenses incurred by a Fund in any fiscal year exceed the specified expense limit for the Fund, the excess amount will be borne by FTAM. If the operating expenses are less than the specified expense limit for the Fund, FTAM shall be entitled to reimbursement of the fees waived or reduced to the extent that the operating expenses and the amount reimbursed do not exceed such expense limit for the Fund, under the period of the agreement (currently the period for the 37 months commencing November 2, 2009 or for the 12 months commencing November 26, 2011). Such reimbursement shall be paid only while the expense limitation agreement is in effect and only if such amount paid, together with all other amounts reimbursed under this agreement in the fiscal year, does not cause the Fund to exceed the expense limitation. All waivers not recovered at the end of the period expire on either November 23, 2012 or November 30, 2012 (see table below). The Funds’ various annual fee rates, waivers and expense limitations as of this report date are as follows:


								Contractual Expense Limitation/ Reimbursement	Class Expense Limitation *
Fund	Advisory Fee			Advisory Fee Waiver		Administration Fee Waiver		Recoverable Expiration Date	Institutional		A		B		C		Reimbursement Recoverable **
Small Cap Growth *		0.70	%	NA		0.1749	%	11/23/12	1.06	%	1.31	%	2.06	%	2.06	%		$	22,669
Mid Cap Growth *		0.80	%	0.10	%	0.1749	%	11/23/12	0.95	%	1.20	%	1.95	%	1.95	%		$	47,450
Quality Growth		0.80	%	0.10	%	0.1364	%	11/23/12	0.95	%	1.20	%	1.95	%	1.95	%		$	107,852
Dividend Growth		0.80	%	0.20	%	0.1749	%	11/23/12	0.73	%	0.98	%	1.73	%	1.73	%		$	30,252
Micro Cap Value		1.00	%	NA		0.1749	%	11/23/12	1.35	%	1.60	%	2.35	%	2.35	%		$	33,757
Small Cap Value *		0.90	%	0.15	%	0.1749	%	11/23/12	0.95	%	1.20	%	1.95	%	1.95	%		$	46,670
All Cap Value *		1.00	%	0.30	%	0.1749	%	11/23/12	0.85	%	1.10	%	1.85	%	1.85	%		$	111,611
Disciplined Large Cap Value *		0.80	%	0.15	%	0.1749	%	11/23/12	0.75	%	1.00	%	1.75	%	1.75	%		$	114,911
Structured Large Cap Plus * ‡		0.70	%	0.05	%	0.1749	%	11/23/12	0.84	%	1.09	%	1.84	%	1.84	%		$	39,712
Equity Index ^		0.30	%	0.20	%	0.1749	%	11/30/12	0.19	%	0.44	%	1.19	%	1.19	%		$	2,962,637
International Equity Ω		1.00	%	0.24	%	0.1749	%	11/23/12	1.11	%	1.36	%	2.11	%	2.11	%		$	73,304
Strategic Income *		1.00	%	0.50	%	0.1749	%	11/30/12	0.69	%	0.94	%	1.69	%	1.69	%		$	1,743,137
LifeModel Aggressive^SM		0.15	%	0.12	%	0.1749	%	11/30/12	0.08	%	0.33	%	1.08	%	1.08	%		$	1,193,585
LifeModel Moderately Aggressive^SM		0.15	%	0.12	%	0.1749	%	11/30/12	0.08	%	0.33	%	1.08	%	1.08	%		$	1,996,425
LifeModel Moderate^SM		0.15	%	0.12	%	0.1749	%	11/30/12	0.08	%	0.33	%	1.08	%	1.08	%		$	2,183,724
LifeModel Moderately Conservative^SM		0.15	%	0.12	%	0.1749	%	11/30/12	0.08	%	0.33	%	1.08	%	1.08	%		$	703,980
LifeModel Conservative^SM		0.15	%	0.12	%	0.1749	%	11/30/12	0.08	%	0.33	%	1.08	%	1.08	%		$	558,964
High Yield Bond		0.70	%	NA		0.1749	%	11/23/12	0.74	%	0.99	%	1.74	%	1.74	%		$	51,253
Total Return Bond *		0.60	%	0.15	%	0.1749	%	11/23/12	0.63	%	0.88	%	1.63	%	1.63	%		$	112,520
Short Term Bond *		0.50	%	0.10	%	0.1749	%	11/30/12	0.47	%	0.72	%	NA		1.47	%		$	1,569,013


*	The Funds’ expense limitation for each class increased/decreased by the following annual amounts during the period ended as of this report date. FTAM accompanied these increases/decreases in limitations with a corresponding increase or decrease, respectively in an advisory or administration waiver.

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Fund	Increase/(Decrease) in Limitation	Effective Date
Quality Growth	(0.11)%	November 23, 2011
Small Cap Value	(0.13)%	November 23, 2011
All Cap Value	(0.11)%	November 23, 2011
Disciplined Large Cap Value	(0.07)%	November 23, 2011
International Equity	(0.05)%	November 23, 2011
Strategic Income	(0.05)%	November 23, 2011
Short Term Bond	(0.02)%	November 23, 2011


**	The cumulative amounts waived and/or reimbursed which may be potentially recoverable by FTAM under the expense limitation agreements for the period from November 2, 2009 through January 31, 2012 for those funds with expense limitation agreements expiring November 30, 2012 and for the period from November 23, 2011 through January 31, 2012 for those funds with expense limitation agreements expiring November 23, 2012.
‡	Because dividend expenses on short sales are excluded from this Fund’s expense limitation, Net Expenses are expected to exceed the applicable expense limitation by the amount of these items.
^	The annual limitations shown include 12b-1 or administrative services fees and are net of all waivers, voluntary or contractual. The limitations are 0.27%, 0.34% and 0.44% for Equity Index Select, Preferred and Trust Shares, respectively.
Ω	International Equity’s Advisory Fee is 0.85% for net assets in excess of $750 million.

Accounting Fees – FTAM is the Funds’ accounting agent. FTAM receives accounting fees at the annual rates shown below which are computed daily and paid monthly based on average daily net assets of each Fund, subject to a $30,000 per Fund annual minimum, plus out-of-pocket expenses.


	Accounting Fee		Fund Average Daily Net Assets
	0.020%		Up to $500 million
	0.015%		In excess of $500 million up to $1 billion
	0.010%		In excess of $1 billion

In addition, a $10,000 annual flat per class, per fund fee applies beyond the initial class of shares.

Distribution and/or Servicing Fees – The Trust has adopted a Distribution Plan (the “Plan”) pursuant to Rule 12b-1 under the Act. FTAM Funds Distributor, Inc. is the Trust’s distributor/principal underwriter (the “Distributor”). Under the terms of the Plan, the Funds will compensate the Distributor from the net assets of the Funds’ Class A, Class B and Class C shares to finance activities intended to result in the sale of each Fund’s shares. The Plan provides that the Funds will incur fees accrued daily and paid monthly to the Distributor at annual rates up to or equal to that shown below based on average daily net assets of the respective classes in the Plan.


	Class		Distribution/Servicing Fee
	Class A		0.25%
	Class B		1.00%
	Class C		0.75%

In addition, the Distributor earned commissions on certain sales of Class A shares (most of which commissions are reallowed to the selling broker-dealer) as well as contingent deferred sales commissions (CDSC) on certain redemptions of Class A, B and C shares (all of which are paid to the finance agent who financed advance commissions, as applicable, on sales of these shares). FTAM is the Class C advance commission finance agent. For the six months ended January 31, 2012, FTAM earned $6,254 in CDSC fees from the Trust. Affiliates of FTAM earned reallowed sales commissions of $66,102 and 12b-1 distribution/servicing fees as well as administrative servicing fees (see below) of $489,996 from the Trust for the period ended as of the report date.

Administrative Servicing Fee – The Trust has a Shareholder Servicing Plan with the Distributor with respect to Class C, Select, Preferred and Trust Shares. Under the Agreement, certain administrative services, including those relating to the maintenance of shareholder accounts, were provided to these shareholders during the year. The Distributor, as well as other financial institutions (which may include affiliates of the Advisor) receives fees computed at rates up to or equal to those shown below, based on average daily net assets of the respective classes.


	Class		Administrative Servicing Fee
	Class C		0.25%
	Select		0.08%
	Preferred		0.15%
	Trust		0.25%

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Transfer and Dividend Disbursing Agent – Pursuant to a Services Agreement with the Trust dated May 14, 2007, FTAM provides certain services on behalf of the Trust. Under this agreement, FTAM’s fees are paid monthly and are accrued daily based upon each Fund of the Trust’s relative average daily net assets, at the aggregate annual amount of $370,000. FTAM earned $186,521 from the Trust in service fees for the period ended as of this report date.

Other – Certain officers of the Trust are also officers of FTAM and/or its affiliates. Certain non-principal officers of the Trust are also employees of State Street. None of these officers are paid any fees by the Trust.

The Trust reimbursed FTAM for fees paid to a third party in connection with the negotiation of a new custody agreement. For the six months ended January 31, 2012, the fees were $13,246. The fees were calculated based on actual expenses incurred by the Fund.

Payments by Affiliates – Citi (formerly BISYS Fund Services, Inc. (“Citi”)), which formerly provided various services to the Trust, reached a settlement and entered into an order (the “Order”) with the Securities and Exchange Commission (“SEC”) regarding the SEC’s investigation of Citi’s past payment of certain marketing and other expenses with respect to certain of its mutual fund clients. Neither the Trust nor FTAM was a party to the Order, nor is the Trust or FTAM bound by the Order or its findings. It is unclear the extent to which the Trust, FTAM and certain of its former service providers are or may be affected by the SEC’s investigation of Citi or by the Order. In response to the SEC’s inquiries related to this matter, including those of the Trust’s former service arrangements with Citi, FTAM made a one time contribution of money to certain Funds of the Trust during the year ended July 31, 2007. The affected Funds and the amounts paid to such Funds were determined based on various factors such as certain Fund expenses during 1999 through 2001 as well as the applicable Funds’ net assets during this time period. The amount credited to each class of the applicable Funds was determined according to the relative net assets of such classes on the date the amounts were recognized. The amounts were allocated among the components of net assets for the fiscal year ended July 31, 2007 for each applicable Fund based upon its character for federal income tax purposes. The total returns for the year ended July 31, 2007 for each class of the applicable Funds would have been lower had the payments not been made; see Notes to Financial Highlights.

In July 2010, certain funds received a one time payment from the BISYS Fair Fund (a fund established pursuant to a settlement between the SEC and BISYS Fund Services, Inc. that requires, among other things, a distribution of settlement monies from the fair fund to benefit affected mutual funds). The impact of these payments is not reflected in the net expense ratios in the Financial Highlights. The impact to the net expense ratios and total return was not significant.

During the year ended July 31, 2009, the Advisor paid the following money to certain funds related to share price reprocessing stemming from the Lehman Brothers, Inc. bankruptcy. For each of the Funds, the payments did not have a significant impact on their respective total returns.


Fund	Payment by Advisor
Structured Large Cap Plus	$	64,452
LifeModel Aggressive^SM	$	31,587
LifeModel Moderately Aggressive^SM	$	44,610
LifeModel Moderate^SM	$	32,554
LifeModel Moderately Conservative^SM	$	11,077
LifeModel Conservative^SM	$	3,965

132

Fifth Third Funds

Notes to Financial Statements, continued
January 31, 2012 (Unaudited)

(6) Investment Transactions

Cost of purchases and proceeds from sales of investments (excluding short-term securities) for the period ended as of this report date were as follows:


	Non U.S. Governmental Securities				U.S. Government Securities
Fund	Purchases		Sales		Purchases		Sales
Small Cap Growth	$	15,405,050	$	19,780,380	$	–	$	–
Mid Cap Growth		47,174,116		60,125,867		–		–
Quality Growth		73,750,045		108,465,120		–		205,797
Dividend Growth		2,297,795		3,107,819		–		–
Micro Cap Value		8,516,471		9,469,193		–		–
Small Cap Value		14,530,147		18,307,165		–		–
All Cap Value		28,711,250		37,467,564		–		–
Disciplined Large Cap Value		96,801,696		118,259,893		–		–
Structured Large Cap Plus		46,907,060		50,864,177		–		–
Equity Index		5,446,045		15,052,326		–		–
International Equity		72,093,859		79,831,357		–		–
Strategic Income		83,852,685		39,456,567		8,090,176		2,736,778
LifeModel Aggressive^SM		1,191,280		12,205,000		–		–
LifeModel Moderately Aggressive^SM		2,320,377		20,440,000		–		–
LifeModel Moderate^SM		4,069,008		20,200,000		–		–
LifeModel Moderately Conservative^SM		801,301		7,285,000		–		–
LifeModel Conservative^SM		666,495		1,450,000		–		–
High Yield Bond		21,828,806		8,656,718		–		–
Total Return Bond		22,613,493		36,160,619		65,561,744		90,639,181
Short Term Bond		38,183,063		75,528,372		56,816,189		84,527,784

(7) Line of Credit

As of February 1, 2008, the Funds have an uncommitted, unsecured line of credit facility with State Street. Under the terms of the agreement, which is renewable annually, the Funds may borrow up to $100 million in the aggregate. The purpose of the facility generally is to borrow funds if necessary to meet temporary or emergency cash needs, including to fund redemption requests that might otherwise require the untimely disposition of securities. Borrowings may not exceed 33-1/3% of a Fund’s net assets (except that with respect to Structured Large Cap Plus, borrowings may not exceed 10% of the Fund’s net assets) and must be repaid within 60 days. Drawn loans will be priced at a bid rate, though, in any event, not less than a fixed rate plus a spread determined by State Street. There were no borrowings against the line of credit during the six months ended January 31, 2012.

(8) Federal Tax Information

It is the intention of each Fund to continue to qualify as a regulated investment company by complying with Subchapter M of the U.S. Internal Revenue Code, and to make distributions of net investment income and net realized capital gains sufficient to relieve a Fund from all, or substantially all, federal income taxes. Accordingly, no provision for federal income or excise taxes has been made.

At July 31, 2011, the Funds have recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns.

133

Fifth Third Funds

Notes to Financial Statements, continued
January 31, 2012 (Unaudited)

The Funds file U.S. tax returns and returns in various foreign jurisdictions in which they invest. While the statute of limitations remains open to examine the Funds’ U.S. tax returns filed for the fiscal years from 2008-2010, no examinations are in progress or anticipated as of this report date. The Funds are not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

On December 22, 2010, President Obama signed into law the Regulated Investment Company Modernization Act of 2010 (the “Modernization Act”). The Modernization Act updates certain tax rules applicable to regulated investment companies (“RICs”). The various provisions of the Modernization Act are generally effective for RICs with taxable years beginning after December 22, 2010.

The tax character of distributions paid during the fiscal years ended July 31, 2011 and 2010 was as follows:


	Year ended July 31, 2011									Year ended July 31, 2010
	Distributions paid from									Distributions paid from
	Ordinary Income		Net Long Term Capital Gains		Return of Capital			Total Distributions Paid		Ordinary Income		Net Long Term Capital Gains		Total Distributions Paid
Quality Growth	$	326,845	$	–	$	–		$	326,845	$	773,931	$	–	$	773,931
Dividend Growth		87,483		–		–			87,483		96,788		–		96,788
Small Cap Value		264,384		–		–			264,384		443,398		–		443,398
All Cap Value		1,345,076		–		–			1,345,076		1,307,949		–		1,307,949
Disciplined Large Cap Value		4,540,206		–		–			4,540,206		5,007,453		–		5,007,453
Structured Large Cap Plus		1,470,072		–		–			1,470,072		804,824		–		804,824
Equity Index		6,250,642		11,111,538		–			17,362,180		4,752,747		–		4,752,747
International Equity		5,411,319		–		–			5,411,319		7,752,561		–		7,752,561
Strategic Income		6,592,368		–		–			6,592,368		6,524,267		–		6,524,267
LifeModel Aggressive^SM		1,339,749		–		(1,388	)		1,338,361		1,480,168		1,637,324		3,117,492
LifeModel Moderately Aggressive^SM		3,153,127		–		–			3,153,127		3,823,190		888,459		4,711,649
LifeModel Moderate^SM		6,043,563		–		–			6,043,563		7,550,470		–		7,550,470
LifeModel Moderately Conservative^SM		1,413,788		–		–			1,413,788		1,738,025		–		1,738,025
LifeModel Conservative^SM		1,221,151		–		–			1,221,151		1,503,585		–		1,503,585
High Yield Bond		4,704,008		–		–			4,704,008		4,051,402		–		4,051,402
Total Return Bond		13,130,691		–		–			13,130,691		16,842,203		–		16,842,203
Short Term Bond		4,659,736		–		–			4,659,736		6,266,629		–		6,266,629

As of July 31, 2011, the components of accumulated earnings/(deficit) on a tax basis were as follows:


	Undistributed Ordinary Income			Undistributed Long-Term Capital Gains		Accumulated Capital and Other Losses			Distributions Payable			Unrealized Appreciation/ (Depreciation)*		Total Accumulated Earnings/ (Deficit)
Small Cap Growth		$	–	$	–	$	(2,471,608	)		$	–	$	7,150,830	$	4,679,222
Mid Cap Growth			–		–		(28,988,769	)			–		16,354,035		(12,634,734	)
Quality Growth			–		–		(5,890,919	)			–		75,055,098		69,164,179
Dividend Growth			2,367		–		(3,873,783	)			–		1,284,906		(2,586,510	)
Micro Cap Value			–		–		(1,705,704	)			–		3,914,431		2,208,727
Small Cap Value			164,244		3,327,191		–				–		4,263,727		7,755,162
All Cap Value			–		–		(30,491,675	)			–		11,736,522		(18,755,153	)
Disciplined Large Cap Value			14,334		–		(78,223,116	)			–		29,745,181		(48,463,601	)
Structured Large Cap Plus			–		–		(50,006,574	)			–		18,269,860		(31,736,714	)

134

Fifth Third Funds

Notes to Financial Statements, continued
January 31, 2012 (Unaudited)


	Undistributed Ordinary Income			Undistributed Long-Term Capital Gains		Accumulated Capital and Other Losses			Distributions Payable				Unrealized Appreciation/ (Depreciation)*			Total Accumulated Earnings/ (Deficit)
Equity Index		$	1,078,709	$	486,887	$	(1,373	)		$	–		$	172,473,539		$	174,037,762
International Equity			4,892,422		–		(120,855,352	)			–			13,900,875			(102,062,055	)
Strategic Income			526,677		–		(20,101,688	)			(380,482	)		5,850,398			(14,105,095	)
LifeModel Aggressive^SM			–		–		(15,908,808	)			–			4,131,797			(11,777,011	)
LifeModel Moderately Aggressive^SM			153,056		–		(24,214,956	)			–			13,540,809			(10,521,091	)
LifeModel Moderate^SM			451,427		–		(38,981,183	)			–			10,272,935			(28,256,821	)
LifeModel Moderately Conservative^SM			119,006		–		(4,372,772	)			–			1,219,740			(3,034,026	)
LifeModel Conservative^SM			115,735		–		(2,500,480	)			–			(630,545	)		(3,015,290	)
High Yield Bond			36,871		–		(2,003,044	)			–			1,947,619			(18,554	)
Total Return Bond			451,125		–		(110,362,477	)			–			5,966,516			(103,944,836	)
Short Term Bond			199,587		–		(17,461,455	)			–			(588,300	)		(17,850,168	)


*	The difference between the book basis and tax basis unrealized appreciation (depreciation) is attributable to: tax deferral of losses on wash sales, the difference between book and tax amortization methods for premium and market discounts, passive foreign investment company losses and return of capital distributions.

As of July 31, 2011, for Federal income tax purposes, the following Funds have capital loss carryforwards available to offset future capital gains, if any, to the extent provided by the U.S. Treasury regulations:

Fund

2012

2013

2014

2015

2016

2017

2018

2019

Total

Small Cap Growth

–

2,470,254

–

2,470,254

Mid Cap Growth

–

8,158,395

20,830,375

28,988,770

Quality Growth

–

5,890,919

–

5,890,919

Dividend Growth

39,378

–

1,348,987

2,485,418

–

3,873,783

Micro Cap Value

–

1,705,704

–

1,705,704

All Cap Value

–

4,426,731

26,064,944

–

30,491,675

Disciplined Large Cap Value

–

78,223,116

–

78,223,116

Structured Large Cap Plus

–

6,835,526

43,169,507

–

50,005,033

International Equity

–

67,419,454

53,434,936

–

120,854,390

Strategic Income

–

1,379,950

8,478,872

10,242,865

20,101,687

LifeModel Aggressive^SM

–

586,237

10,323,235

10,909,472

LifeModel Moderately Aggressive^SM

–

2,785,698

16,007,836

18,793,534

LifeModel Moderate^SM

–

855,404

21,071,864

9,670,605

31,597,873

LifeModel Moderately Conservative^SM

–

764,706

563,235

2,699,589

4,027,530

LifeModel Conservative^SM

–

180,556

395,728

1,487,870

2,064,154

High Yield Bond

–

2,003,044

–

2,003,044

Total Return Bond

3,490,975

6,705,683

12,507,496

4,893,287

1,172,463

28,880,095

36,422,219

8,427,961

102,500,179

Short Term Bond

–

2,973,271

9,778,491

4,709,395

–

17,461,157

Under the recently enacted Regulated Investment Company Modernization Act of 2010, capital losses incurred by the Fund after July 31, 2011 will not be subject to expiration. In addition, these losses must be utilized prior to the losses incurred in pre-enactment taxable years.

135

Fifth Third Funds

Notes to Financial Statements, continued
January 31, 2012 (Unaudited)

Net capital losses incurred after October 31 and within the taxable year are deemed to arise on the first business day of the Funds’ next taxable year. For the year ended July 31, 2011, the following Funds deferred to August 1, 2011 post October capital losses:


	Capital Losses
LifeModel Aggressive^SM		$	4,999,336
LifeModel Moderately Aggressive^SM		$	5,421,422
LifeModel Moderate^SM		$	7,383,310
LifeModel Moderately Conservative^SM		$	345,242
LifeModel Conservative^SM		$	436,326
Total Return Bond		$	7,876,470

During the year ended July 31, 2011, the Funds used/expired capital loss carryforwards in the following amounts:


	Amount Used			Amount Expired
Small Cap Growth		$	12,002,482		$	–
Mid Cap Growth		$	18,722,848		$	–
Quality Growth		$	38,697,383		$	–
Dividend Growth		$	705,328		$	2,318,665
Micro Cap Value		$	3,957,143		$	–
Small Cap Value		$	9,729,934		$	–
All Cap Value		$	6,709,601		$	–
Disciplined Large Cap Value		$	32,458,772		$	–
Structured Large Cap Plus		$	11,111,409		$	–
International Equity		$	22,644,279		$	–
High Yield Bond		$	2,067,848		$	–
Total Return Bond		$	–		$	2,967,989
Short Term Bond		$	1,782,657		$	–

(9) Restricted Securities

The Funds may own investments that were purchased through private placement transactions or under Rule 144A of the Securities Act of 1933 (the “Securities Act”) and which cannot be sold without prior registration under the Securities Act or which may be limited due to certain sale restrictions. These securities are generally deemed to be illiquid and are valued in accordance with the Trust’s Security Valuation Procedures, which have been approved by the Trustees of the Trust. If and when such securities are registered, the costs of registering such securities are paid by the issuer. At January 31, 2012, Total Return Bond held the following restricted security:

Security
Type

Acquisition
Date

Acquisition
Cost

Fair
Value

Value as
% of Net Assets

Total Return Bond

Restructured Assets Certificates, Series 2006-9, Class P

Mortgage-Backed Securities

8/10/06

$5,234,953

$4,589,550

2.10%

(10) Principal Risks

Concentration Risk – International Equity invests in equity and fixed income securities of non-U.S. issuers. Although the Fund maintains a diversified investment portfolio, political or economic developments within a particular country or region may have an adverse effect on the ability of domiciled issuers to meet their obligations. Additionally, political or economic developments may have an adverse effect on the liquidity and volatility of portfolio securities and currency holdings.

136

Fifth Third Funds

Notes to Financial Statements, continued
January 31, 2012 (Unaudited)

Market and Credit Risk – In the normal course of business the Funds trade financial instruments and enter into financial transactions where risk of potential loss exists due to changes in the market (market risk) or failure of the other party to a transaction to perform (credit risk). Similar to credit risk, the Funds may be exposed to counterparty risk, or the risk that an institution or other entity with which the Funds have unsettled or open transactions will default. The potential loss could exceed the value of the financial assets recorded in the financial statements. Financial assets, which potentially expose the Funds to credit risk, consist principally of cash due from counterparties and investments. The extent of the Funds’ exposure to credit and counterparty risks in respect to these financial assets approximates their carrying value as recorded in the Funds’ Statements of Assets and Liabilities.

Interest Rate Risk – Interest rate risk is the risk that fixed income securities will decline in value because of changes in interest rates. A rise in interest rates typically causes a fall 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 a Fund will make it more sensitive to interest rate risk.

Foreign Currency Risk – If a Fund invests directly in foreign currencies or in securities that trade in, and receive revenues in, foreign currencies, or in derivatives that provide exposure to foreign currencies, it will be subject to the risk that those currencies will decline in value relative to the U.S. dollar. This also includes the risk associated with higher transaction costs, delayed settlements, currency controls and adverse economic developments related to foreign investments.

(11) 10% Shareholders

As of January 31, 2012, the Funds had individual shareholder accounts and/or omnibus shareholder accounts (comprised of a group of individual shareholders), which individually amounted to more than 10% of the total shares outstanding of the fund as detailed below:


	Number of Accounts	% of Shares Outstanding
Small Cap Growth Fund	4	60.63%
Mid Cap Growth Fund	4	60.47%
Quality Growth Fund	1	30.69%
Dividend Growth Fund	1	21.05%
Micro Cap Value Fund	1	16.71%
Small Cap Value Fund	3	59.18%
All Cap Value Fund	3	36.46%
Disciplined Large Cap Value Fund	4	68.31%
Structured Large Cap Plus Fund	3	82.66%
Equity Index Fund	3	58.04%
International Equity Fund	5	79.88%
Strategic Income Fund	1	45.67%
LifeModel Aggressive Fund	2	66.10%
LifeModel Moderately Aggressive Fund	2	47.83%
LifeModel Moderate Fund	2	74.78%
LifeModel Moderately Conservative Fund	2	46.27%
LifeModel Conservative Fund	2	64.49%
High Yield Bond Fund	1	62.21%
Total Return Bond Fund	3	62.79%
Short Term Bond Fund	2	53.60%

137

Fifth Third Funds

Notes to Financial Statements, continued
January 31, 2012 (Unaudited)

Affiliated Shareholders

As of January 31, 2012, Fifth Third Bank and its affiliates and the retirement plans of Fifth Third Bank and its affiliates, held shares which may be redeemed at any time as detailed below:


	Number of Accounts	% of Shares Outstanding
Small Cap Growth Fund	4	60.63%
Mid Cap Growth Fund	4	60.47%
Dividend Growth Fund	1	21.05%
Micro Cap Value Fund	1	16.71%
Small Cap Value Fund	2	20.95%
All Cap Value Fund	3	36.46%
Disciplined Large Cap Value Fund	3	40.30%
Structured Large Cap Plus Fund	3	82.66%
Equity Index Fund	2	45.89%
International Equity Fund	4	56.56%
Strategic Income Fund	1	45.67%
LifeModel Aggressive Fund	1	24.46%
LifeModel Moderately Aggressive Fund	1	25.03%
LifeModel Moderate Fund	1	28.79%
LifeModel Moderately Conservative Fund	1	28.32%
LifeModel Conservative Fund	1	39.67%
High Yield Bond Fund	1	62.21%
Total Return Bond Fund	3	62.79%
Short Term Bond Fund	2	53.60%

(12) Guarantees and Indemnifications

Under the Trust’s organizational documents (and for the independent Trustees, pursuant to indemnification agreements with the Funds), its Officers and Trustees are indemnified against certain liabilities arising out of the performance of their duties to the Funds. In addition, in the normal course of business, the Funds may enter into contracts with their vendors and others that provide for the general indemnification of Trustees and Officers. The Funds’ maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds. However, based on experience, the Funds expect that risk of loss to be remote.

(13) Securities Valuations

The Funds use various methods to measure the fair value of most of their investments on a recurring basis. U.S. GAAP established a hierarchy that prioritizes inputs to valuation methods. The three levels of input are:


•	Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities that the Funds have the ability to access.

•	Level 2 – Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly or indirectly. The inputs may include quoted prices for the identical investment on an inactive market, prices for similar investments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

•	Level 3 – Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Funds’ own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether a security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in level 3.

138

Fifth Third Funds

Notes to Financial Statements, continued

January 31, 2012 (Unaudited)

The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

The Funds’ policy is to recognize transfers between levels at the end of the reporting period. There were no transfers between level 1 and level 2 during the period ended January 31, 2012.

(14) Fair Value Measurements

A description of the valuation techniques applied to the Funds’ major categories of assets and liabilities measured at fair value on a recurring basis follows.

Equity securities (common and preferred stock) – Portfolio securities listed or traded on domestic securities exchanges or in the over-the-counter market are valued at the latest available sales price on the exchange or system where the security is principally traded (except for securities traded on NASDAQ, which are valued at the NASDAQ Official Closing Price) or, absent such a price, by reference to the latest available bid and asked prices in the principal market in which such securities are normally traded. Securities for which the principal market is not a securities exchange or an over-the-counter market are valued at the mean of their latest bid and asked quotations in such principal market. Securities in International Equity listed or traded on non-domestic exchanges are valued at the closing mid-market price on the exchanges on which they trade. To the extent that these securities are actively traded and valuations adjustments are not applied, they are categorized in level 1 of the fair value hierarchy. Investments for which such quotations are not readily available, or quotations which appear suspect, are valued at fair value as determined in good faith by the Pricing Committee in accordance with procedures adopted by the Trustees. These securities are categorized in level 3. In addition, if events materially affecting the value of foreign securities occur between the time when the exchange on which such securities are traded closes and the time when the Funds’ net asset values are calculated, such securities may be valued using fair value pricing in accordance with procedures adopted by the Trustees. Management identifies possible fluctuations in foreign securities by monitoring the rise or fall in the value of a designated benchmark index. In the event of a rise or fall greater than predetermined levels, International Equity will use a systematic valuation model provided by an independent third party to value its foreign securities. When International Equity uses this fair value pricing method, the value assigned to International Equity’s foreign securities may not be the quoted or published prices of the investments on their primary markets or exchanges and the securities are categorized in level 2.

Corporate debt securities – Investments are priced using the closing bid as supplied by an independent pricing service based on observable inputs. Observable inputs may include quoted prices for the identical instrument or an active market, valuation provided by dealers, prices for similar instruments, interest rates, credit risk, yield curves, default rates and similar data, etc. Although most corporate bonds are categorized in level 2 of the fair value hierarchy, in instances where observable inputs are not available, they are categorized as level 3.

Short-term notes – Investments maturing in 60 days or less are valued at amortized cost, which approximates market value. To the extent the inputs are observable and timely, the values would be categorized in level 2 of the fair value hierarchy.

Asset-backed securities – Investments are priced using the closing bid as supplied by an independent pricing service based on observable inputs. Observable inputs may include quoted prices for the identical instrument on a active market, valuation provided by dealers, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data, etc. Although most asset-backed securities are categorized in level 2 of the fair value hierarchy, in instances where observable inputs are not available, they are categorized as level 3.

Open-end investment companies – Investments are valued at net asset value as reported by such investment companies and are categorized as level 1.

U.S. government issuers – Investments are priced at the closing bid as supplied by an independent pricing service based on observable inputs. Observable inputs may include quoted prices for the identical instrument on an active

139

Fifth Third Funds

Notes to Financial Statements, continued

January 31, 2012 (Unaudited)

market, prices for similar instruments, interest rates and similar data, etc. Although most U.S. Government bonds are categorized in level 2 of the fair value hierarchy, in instances where observable inputs are not available, they are categorized as level 3.

Derivative instruments – Listed derivatives that are actively traded are valued based on quoted prices from the exchange and are categorized in level 1 of the fair value hierarchy. Over the counter (OTC) derivative contracts include swap contracts related to the credit standing of reference entities. Depending on the product and the terms of the transaction, the fair value of the OTC derivative products can be modeled taking in to account the counterparties’ creditworthiness and using a series of techniques, including simulation models. The OTC derivative products valued by the Funds using pricing models are categorized within level 2 of the fair value hierarchy.

The market value of securities fair valued in accordance with procedures adopted by the Trustees as a percentage of total net assets as of this report date was 2.10% for Total Return Bond.

The following is a summary of the fair value hierarchy according to the inputs used as of January 31, 2012 in valuing the Funds’ assets and liabilities:


	Fair Value Measurement at 1/31/2012 using
	Quoted Prices in Active Markets for Identical Investments (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)			Value at 1/31/12
Small Cap Growth
Assets
Common Stocks *		$	31,505,621		$	–		$	–	$	31,505,621
Investments in Affiliates			2,794,365			–			–		2,794,365
Total		$	34,299,986		$	–		$	–	$	34,299,986

Mid Cap Growth
Assets
Common Stocks *		$	70,744,569		$	–		$	–	$	70,744,569
Investments in Affiliates			2,181,456			–			–		2,181,456
Total		$	72,926,025		$	–		$	–	$	72,926,025

Quality Growth
Assets
Common Stocks *		$	288,857,938		$	–		$	–	$	288,857,938
Corporate Bonds			–			224,904			–		224,904
Mortgage-Backed Securities			–			445,317			–		445,317
Investments in Affiliates			7,749,480			–			–		7,749,480
Total		$	296,607,418		$	670,221		$	–	$	297,277,639

Dividend Growth
Assets
Common Stocks *		$	4,581,164		$	–		$	–	$	4,581,164
Investments in Affiliates			29,393			–			–		29,393
Total		$	4,610,557		$	–		$	–	$	4,610,557

Micro Cap Value
Assets
Common Stocks *		$	46,325,353		$	–		$	–	$	46,325,353
Investments in Affiliates			4,242,049			–			–		4,242,049
Total		$	50,567,402		$	–		$	–	$	50,567,402

Small Cap Value
Assets
Common Stocks *		$	56,859,703		$	–		$	–	$	56,859,703
Investments in Affiliates			3,467,100			–			–		3,467,100
Total		$	60,326,803		$	–		$	–	$	60,326,803

140

Fifth Third Funds

Notes to Financial Statements, continued

January 31, 2012 (Unaudited)


	Fair Value Measurement at 1/31/2012 using
	Quoted Prices in Active Markets for Identical Investments (Level 1)				Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)			Value at 1/31/12
All Cap Value
Assets
Common Stocks *		$	92,298,129			$	–		$	–	$	92,298,129
Investments in Affiliates			349,403				–			–		349,403
Total		$	92,647,532			$	–		$	–	$	92,647,532

Disciplined Large Cap Value
Assets
Common Stocks *		$	177,613,719			$	–		$	–	$	177,613,719
Investments in Affiliates			2,490,860				–			–		2,490,860
Total		$	180,104,579			$	–		$	–	$	180,104,579

Structured Large Cap Plus
Assets
Common Stocks *		$	81,583,416			$	–		$	–	$	81,583,416
Investments in Affiliates			3,877,003				–			–		3,877,003
Other Financial Instruments **
Equity Contracts			148,659				–			–		148,659
Total		$	85,609,078			$	–		$	–	$	85,609,078

Liabilities
Securities Sold Short		$	(10,837,676	)		$	–		$	–	$	(10,837,676	)
Total		$	(10,837,676	)		$	–		$	–	$	(10,837,676	)

Equity Index
Assets
Common Stocks *		$	349,274,097			$	–		$	–	$	349,274,097
Investments in Affiliates			9,149,589				–			–		9,149,589
Other Financial Instruments **
Equity Contracts			241,492				–			–		241,492
Total		$	358,665,178			$	–		$	–	$	358,665,178

International Equity
Assets
Foreign Stocks *		$	147,057,217			$	–		$	–	$	147,057,217
Investment Companies			213,774				–			–		213,774
Investments in Affiliates			8,082,405				–			–		8,082,405
Total		$	155,353,396			$	–		$	–	$	155,353,396

Liabilities
Other Financial Instruments **
Equity Contracts		$	(24,984	)		$	–		$	–	$	(24,984	)
Total		$	(24,984	)		$	–		$	–	$	(24,984	)

Strategic Income
Assets
Asset-Backed Securities		$	–			$	7,340,937		$	–	$	7,340,937
Corporate Bonds			–				52,206,344			–		52,206,344
Foreign Bonds *			–				18,233,102			–		18,233,102
Mortgage-Backed Securities			–				18,781,024			–		18,781,024
U.S. Treasury Obligations			–				967,852			–		967,852
Common Stocks *			18,367,489				–			–		18,367,489
Investment Companies			10,397,206				–			–		10,397,206
Convertible Preferred Stocks			6,611,850				–			–		6,611,850
Preferred Stocks			71,575,385				–			–		71,575,385
Investments in Affiliates			6,898,813				–			–		6,898,813
Total		$	113,850,743			$	97,529,259		$	–	$	211,380,002

141

Fifth Third Funds

Notes to Financial Statements, continued

January 31, 2012 (Unaudited)


	Fair Value Measurement at 1/31/2012 using
	Quoted Prices in Active Markets for Identical Investments (Level 1)				Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)			Value at 1/31/12
Liabilities
Other Financial Instruments ** Foreign Exchange Contracts		$	(82,492	)		$	–		$	–	$	(82,492	)
Total		$	(82,492	)		$	–		$	–	$	(82,492	)

LifeModel Aggressive^SM
Assets
Investments in Affiliates		$	98,286,968			$	–		$	–	$	98,286,968
Total		$	98,289,968			$	–		$	–	$	98,286,968

LifeModel Moderately Aggressive^SM
Assets
Investments in Affiliates		$	164,507,454			$	–		$	–	$	164,507,454
Total		$	164,507,454			$	–		$	–	$	164,507,454

LifeModel Moderate^SM
Assets
Investments in Affiliates		$	234,683,310			$	–		$	–	$	234,683,310
Total		$	234,683,310			$	–		$	–	$	234,683,310

LifeModel Moderately Conservative^SM
Assets
Investments in Affiliates		$	48,909,789			$	–		$	–	$	48,909,789
Total		$	48,909,789			$	–		$	–	$	48,909,789

LifeModel Conservative^SM
Assets
Investments in Affiliates		$	39,610,481			$	–		$	–	$	39,610,481
Total		$	39,610,481			$	–		$	–	$	39,610,481

High Yield Bond
Assets
Convertible Bonds		$	–			$	200,498		$	–	$	200,498
Corporate Bonds			410,996				67,134,460			–		67,545,456
Foreign Bonds *			–				8,114,277			–		8,114,277
Investments in Affiliates			3,143,390				–			–		3,143,390
Total		$	3,554,386			$	75,449,235		$	–	$	79,003,621

Total Return Bond
Assets
Asset-Backed Securities		$	–			$	11,679,527		$	–	$	11,679,527
Corporate Bonds			–				48,826,247			–		48,826,247
Foreign Bonds *			–				11,248,160			–		11,248,160
Mortgage-Backed Securities Agency Collateral Other			–				–			4,589,550		4,589,550
Other			–				116,033,726			–		116,033,726
Municipal Bonds			–				859,074			–		859,074
U.S. Treasury Obligations			–				9,565,340			–		9,565,340
Preferred Stocks			6,372,075				–			–		6,372,075
Investments in Affiliates			20,388,486				–			–		20,388,486
Other Financial Instruments ** Interest Rate Contracts			162,288				–			–		162,288
Total		$	26,922,849			$	198,212,074		$	4,589,550	$	229,724,473

142

Fifth Third Funds

Notes to Financial Statements, continued

January 31, 2012 (Unaudited)


	Fair Value Measurement at 1/31/2012 using
	Quoted Prices in Active Markets for Identical Investments (Level 1)				Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)			Value at 1/31/12
Liabilities
Other Financial Instruments ** Foreign Exchange Contracts		$	(129,814	)		$	–		$	–	$	(129,814	)
Total		$	(129,814	)		$	–		$	–	$	(129,814	)

Short Term Bond
Assets
Asset-Backed Securities		$	–			$	15,911,354		$	–	$	15,911,354
Corporate Bonds			–				44,057,738			–		44,057,738
Foreign Bonds *			–				10,579,939			–		10,579,939
Mortgage-Backed Securities			–				41,373,581			–		41,373,581
Municipal Bonds			–				1,275,860			–		1,275,860
U.S. Government Agencies			–				52,909,314			–		52,909,314
U.S. Treasury Obligations			–				10,093,320			–		10,093,320
Investments in Affiliates			1,134,463				–			–		1,134,463
Other Financial Instruments ** Interest Rate Contracts			23,690				–			–		23,690
Total		$	1,158,153			$	176,201,106		$	–	$	177,359,259


*	Refer to Schedules of Investments for further information by industry/type and country.

**	Financial derivative instruments may include open futures contracts, swap contracts and forward foreign currency contracts.

The following is a reconciliation of the fair value measurements using significant unobservable inputs for the Fund during the period ended January 31, 2012:


Total Return Bond	Beginning balance 7/31/2011			Purchases		Sales			Accrued Discounts (Premiums)		Total Realized Gains (Losses)		Total Change in Unrealized Appreciation (Depreciation)		Transfers in to Level 3		Transfers Out of Level 3		Ending Balance 1/31/2012		Net Change in Unrealized Appreciation (Depreciation) on Investments Held at 1/31/2012
Mortgage-Backed Securities Agency
Collateral
Other		$	4,206,825		$–		$	–		$11		$–		$382,714		$–		$–	$	4,589,550		$	382,714
Total		$	4,206,825		$–		$	–		$11		$–		$382,714		$–		$–	$	4,589,550		$	382,714

Realized gain (loss) and net change in unrealized appreciation/(depreciation) is reflected in the Statements of Operations.

143

Fifth Third Funds

Notes to Financial Statements, continued

January 31, 2012 (Unaudited)

(15) Fair Value of Derivative Instruments *

The following is a summary of the fair valuations of the Funds’ derivative instruments categorized by risk exposure:

Structured Large Cap Plus

Fair Values of Derivative Instruments on the Statement of Assets and Liabilities as of January 31, 2012:

Derivatives Not Accounted for as Hedging Instruments Under Statement 133

Interest Rate
Contracts

Foreign Exchange
Contracts

Credit
Contracts

Equity
Contracts

Other
Contracts

Total

Liabilities Derivatives

Payable for variation margin on futures contracts **

$–

$ 1,050

$–

1,050

The Effect of Derivative Instruments on the Statement of Operations for the year ended January 31, 2012:

Derivatives Not Accounted for as Hedging Instruments Under Statement 133

Interest Rate
Contracts

Foreign Exchange
Contracts

Credit
Contracts

Equity
Contracts

Other
Contracts

Total

Realized Gain/(Loss) on Derivative Recognized as a Result from Operations

Net realized gains on futures transactions

$–

215,300

$–

215,300

Net Change in Unrealized Appreciation/(Depreciation) on Derivatives Recognized as a Result from Operations

Change in unrealized appreciation/(depreciation) on investments and futures

$–

184,074

$–

184,074


**	Only current day’s variation margin is reported within the Statement of Assets and Liabilities. The variation margin is included in the open futures Unrealized Appreciation/(Depreciation) of $148,659 as reported in the Notes to Schedule of Investments.

Equity Index

Fair Values of Derivative Instruments on the Statement of Assets and Liabilities as of January 31, 2012:

Derivatives Not Accounted for as Hedging Instruments Under Statement 133

Interest Rate
Contracts

Foreign Exchange
Contracts

Credit
Contracts

Equity
Contracts

Other
Contracts

Total

Liabilities Derivatives

Payable for variation margin on futures contracts **

$–

$3,958

$–

3,958

The Effect of Derivative Instruments on the Statement of Operations for the six months ended January 31, 2012:

144

Fifth Third Funds

Notes to Financial Statements, continued

January 31, 2012 (Unaudited)

Equity Index, continued

Derivatives Not Accounted for as Hedging Instruments Under Statement 133

Interest Rate
Contracts

Foreign Exchange
Contracts

Credit
Contracts

Equity
Contracts

Other
Contracts

Total

Realized Gain/(Loss) on Derivative Recognized as a Result from Operations

Net realized gains on futures transactions

$–

656,290

$–

656,290

Net Change in Unrealized Appreciation/(Depreciation) on Derivatives Recognized as a Result from Operations

Change in unrealized appreciation/(depreciation) on investments and futures

$–

247,136

$–

247,136


**	Only current day’s variation margin is reported within the Statement of Assets and Liabilities. The variation margin is included in the open futures Unrealized Appreciation/ (Depreciation) of $241,492 as reported in the Notes to Schedule of Investments.

International Equity

Fair Values of Derivative Instruments on the Statement of Assets and Liabilities as of January 31, 2012:

Derivatives Not Accounted for as Hedging Instruments Under Statement 133

Interest Rate
Contracts

Foreign Exchange
Contracts

Credit
Contracts

Equity
Contracts

Other
Contracts

Total

Liabilities Derivatives

Payable for variation margin on futures contracts **

$–

$ –

3,852

$–

$3,852

The Effect of Derivative Instruments on the Statement of Operations for the year ended January 31, 2012:

Derivatives Not Accounted for as Hedging Instruments Under Statement 133

Interest Rate
Contracts

Foreign Exchange
Contracts

Credit
Contracts

Equity
Contracts

Other
Contracts

Total

Realized Gain/(Loss) on Derivative Recognized as a Result from Operations

Net realized gains/(losses) on futures transactions

$–

$(136,260)

$–

(1,729,995

)

$–

(1,866,255

)


	Derivatives Not Accounted for as Hedging Instruments Under Statement 133
	Interest Rate Contracts		Foreign Exchange Contracts		Credit Contracts			Equity Contracts			Other Contracts		Total
Net Change in Unrealized Appreciation/ (Depreciation) on Derivatives Recognized as a Result from Operations
Change in unrealized appreciation/ (depreciation) on investments, futures, swaps and foreign currency transactions		$–		$(176,361)		$	–	$	(154	)		$–	$	(176,515	)


**	Only current day’s variation margin is reported within the Statement of Assets and Liabilities. The variation margin is included in the open futures Unrealized Appreciation/ (Depreciation) of $(24,984) as reported in the Notes to Schedule of Investments.

145

Fifth Third Funds

Notes to Financial Statements, continued

January 31, 2012 (Unaudited)

Strategic Income

Fair Values of Derivative Instruments on the Statement of Assets and Liabilities as of January 31, 2012:

Derivatives Not Accounted for as Hedging Instruments Under Statement 133

Interest Rate
Contracts

Foreign
Exchange
Contracts

Credit
Contracts

Equity
Contracts

Other
Contracts

Total

Liabilities Derivatives

Unrealized depreciation on forward foreign currency contracts

$–

$ (82,492)

$ –

$–

(82,492

)

$–

$ (82,492)

$ –

$–

(82,492

)

The Effect of Derivative Instruments on the Statement of Operations for the year ended January 31, 2012:


	Derivatives Not Accounted for as Hedging Instruments Under Statement 133
	Interest Rate Contracts				Foreign Exchange Contracts				Credit Contracts			Equity Contracts			Other Contracts	Total
Realized Gain/(Loss) on Derivative Recognized as a Result from Operations
Net realized gains/(losses) on futures transactions		$	–			$	–			$	–	$	894,508		$–	$	894,508
Net realized gains/(losses) on investments, swaps, options and foreign currency transactions		$	(330,458	)		$	(430,778	)		$	31,250	$	–		$–	$	(729,986	)
		$	(330,458	)		$	(430,778	)		$	31,250	$	894,508		$–	$	164,522
Net Change in Unrealized Appreciation/(Depreciation) on Derivatives Recognized as a Result from Operations
Change in unrealized appreciation/(depreciation) on investments, futures, swaps and foreign currency transactions		$	–			$	68,225			$	–	$	(137,659	)	$–	$	(69,434	)

Total Return Bond

Fair Values of Derivative Instruments on the Statement of Assets and Liabilities as of January 31, 2012:

Derivatives Not Accounted for as Hedging Instruments Under Statement 133

Interest Rate
Contracts

Foreign Exchange
Contracts

Credit
Contracts

Equity
Contracts

Other
Contracts

Total

Asset Derivatives

Receivable for variation margin on futures contracts **

24,688

–

$–

24,688

Liabilities Derivatives

Unrealized depreciation on forward foreign currency contracts

–

129,814

–

$–

129,814

146

Fifth Third Funds

Notes to Financial Statements, continued

January 31, 2012 (Unaudited)

The Effect of Derivative Instruments on the Statement of Operations for the year ended January 31, 2012:


	Derivatives Not Accounted for as Hedging Instruments Under Statement 133
	Interest Rate Contracts	Foreign Exchange Contracts	Credit Contracts	Equity Contracts	Other Contracts	Total
Realized Gain/(Loss) on Derivative Recognized as a Result from Operations
Net realized gains/(losses) on futures transactions	$1,282,011	$ –	$ –	$–	$–	$	1,282,011
Net realized gains/(losses) on investments, swaps, options and foreign currency transactions	$ (9,453)	$ –	$68,490	$–	$–	$	59,037
	$1,272,558	$ –	$68,490	$–	$–	$	1,341,048
Net Change in Unrealized Appreciation/(Depreciation) on Derivatives Recognized as a Result from Operations
Change in unrealized appreciation/(depreciation) on investments, futures, swaps and foreign currency transactions	$(222,826)	$(129,814)	$(2,617)	$–	$–	$	(355,257	)


**	Only current day’s variation margin is reported within the Statement of Assets and Liabilities. The variation margin is included in the open futures Unrealized Appreciation/(Depreciation) of $162,288 as reported in the Notes to Schedule of Investments.

Short Term Bond

Fair Values of Derivative Instruments on the Statement of Assets and Liabilities as of January 31, 2012:

Derivatives Not Accounted for as Hedging Instruments Under Statement 133

Interest Rate
Contracts

Foreign Exchange
Contracts

Credit
Contracts

Equity
Contracts

Other
Contracts

Total

Liabilities Derivatives

Payable for variation margin on futures contracts **

$ 3,985

$ –

$–

3,985

The Effect of Derivative Instruments on the Statement of Operations for the year ended January 31,2012:

Derivatives Not Accounted for as Hedging Instruments Under Statement 133

Interest Rate
Contracts

Foreign Exchange
Contracts

Credit
Contracts

Equity
Contracts

Other
Contracts

Total

Realized Gain/(Loss) on Derivative Recognized as a Result from Operations

Net realized gains/(losses) on futures transactions

$ 119,447

$ –

$–

119,447

Net Change in Unrealized Appreciation/(Depreciation) on Derivatives Recognized as a Result from Operations

Change in unrealized appreciation/(depreciation) on investments, futures, swaps and foreign currency transactions

$ (55,234)

$ –

(55,234

)

** Only current day’s variation margin is reported within the Statement of Assets and Liabilities. The variation margin is included in the open futures Unrealized Appreciation/(Depreciation) of $23,690 as reported in the Notes to Schedule of Investments.


*	See Note 2 – Significant Accounting Policies for additional information.

147

Fifth Third Funds

Notes to Financial Statements, continued

January 31, 2012 (Unaudited)

For the six months ended January 31, 2012, the average quarterly balance of outstanding derivative financial instruments was as follows:

Structured Large
Cap Plus

Equity Index

International
Equity

Strategic
Income

Total Return
Bond

Short Term
Bond

Forward currency contracts:

Average number of contracts

–

Average U.S. dollar amounts purchased

–

4,005,540

1,461,593

–

Futures contracts:

Average number of contracts purchased

199

140

Average number of contracts sold

–

Average notional amount of contracts purchased

1,325,814

5,431,964

16,198,372

516,780

17,465,344

18,699,513

Average notional amount of contracts sold

–

164,992

–

Swap contracts:

Average notional amount of contracts purchased

–

Average notional amount of contracts sold

–

3,500,000

–

(16) Litigation Matters

Settled Legal Proceedings – Prior to September 19, 2009, Lehman Brothers, Inc. (“LBI”) served as the exclusive prime broker for short sales in the Structured Large Cap Plus Fund. Due to bankruptcy, LBI’s business was liquidated under the Securities Investor Protection Act of 1970. The trustee for the liquidation proceedings (the “Liquidation Trustee”) had taken a position with respect to the valuation date for the Fund’s short positions which Fund management believed to be incorrect and materially disadvantageous to the Fund. The Fund settled with the Liquidation Trustee on November 15, 2010. The effect of the settlement on the Fund’s total return is disclosed in the Notes to the Financial Highlights.

In accordance with the Fund’s prospectus, the Fund’s legal expenses related to these matters were considered extraordinary expenses and therefore borne by the Fund without regard to the Fund’s expense limitation agreement. There were no extraordinary legal expenses incurred in the twelve months ended July 31, 2011. The impact of extraordinary legal expenses in prior years is disclosed in the Notes to the Financial Highlights.

Tribune Matter �� On June 2, 2011, certain holders of notes issued by Tribune Company filed a complaint in Massachusetts federal court against Fifth Third Funds and several other defendants, seeking to recover payments made to Tribune shareholders in connection with the 2007 leverage buyout of Tribune. The Fifth Third Equity Index Fund received Tribune payments in connection with the 2007 leverage buyout in the amount of $81,430. The plaintiffs allege that the shareholder payments were made in violation of various state laws prohibiting constructive fraudulent transfers. The outcome of the proceedings cannot be predicted at this time. The complaints allege no misconduct by the Fifth Third Funds or any member of the putative defendant class.

Payment – During the year ended July 31, 2011, Total Return Bond received payments to settle various litigations related to securities held by the Fund. The total returns for the year ended July 31, 2011 for each class of the Fund would have been lower had the payment not been made; see Notes to Financial Highlights.

(17) Subsequent Events

Management has evaluated the possibility of subsequent events and has determined that there are no additional events that would require adjustment to or additional disclosure in the Funds’ financial statements.

148

Fifth Third Funds

Supplemental Information (Unaudited)

EXPENSE EXAMPLE

As a shareholder of the Fifth Third Funds, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases, reinvested dividends, or other distributions; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution and/or service 12b-1 fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fifth Third Funds and to compare these costs with the ongoing costs of investing in other mutual funds.

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from August 1, 2011 through January 31, 2012.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information below, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

The expense ratio may vary period to period because of various factors, as a result of expenses incurred that are outside the cap (such as dividends on securities sold short, extraordinary expenses and interest expense.)


		Beginning Account Value 8/1/11			Ending Account Value 1/31/12			Expense Paid During Period * 8/1/11– 1/31/12			Expense Ratio During Period 8/1/11– 1/31/12
Small Cap Growth	Institutional Shares		$	1,000.00		$	960.00		$	5.22	1.06	%
	Class A Shares			1,000.00			959.20			6.45	1.31	%
	Class B Shares			1,000.00			955.90			10.13	2.06	%
	Class C Shares			1,000.00			958.40			10.09	2.06	%

Mid Cap Growth	Institutional Shares			1,000.00			1,000.80			4.78	0.95	%
	Class A Shares			1,000.00			1,000.00			6.03	1.20	%
	Class B Shares			1,000.00			996.00			9.78	1.95	%
	Class C Shares			1,000.00			996.80			9.79	1.95	%

Quality Growth	Institutional Shares			1,000.00			998.80			5.12	1.02	%
	Class A Shares			1,000.00			997.60			6.38	1.27	%
	Class B Shares			1,000.00			993.40			10.12	2.02	%
	Class C Shares			1,000.00			993.90			10.12	2.02	%

Dividend Growth	Institutional Shares			1,000.00			1,013.20			3.69	0.73	%
	Class A Shares			1,000.00			1,011.70			4.96	0.98	%
	Class B Shares			1,000.00			1,008.20			8.73	1.73	%
	Class C Shares			1,000.00			1,007.80			8.73	1.73	%

Micro Cap Value	Institutional Shares			1,000.00			1,021.80			6.86	1.35	%
	Class A Shares			1,000.00			1,018.90			8.12	1.60	%
	Class B Shares			1,000.00			1,016.00			11.91	2.35	%
	Class C Shares			1,000.00			1,013.30			11.89	2.35	%



*	Expenses are equal to the average account value times the Fund’s annualized expense ratio multiplied by the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year.

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		Beginning Account Value 8/1/11			Ending Account Value 1/31/12			Expense Paid During Period * 8/1/11– 1/31/12			Expense Ratio During Period 8/1/11– 1/31/12
Small Cap Value	Institutional Shares		$	1,000.00		$	1,010.90		$	5.21	1.03	%
	Class A Shares			1,000.00			1,009.50			6.47	1.28	%
	Class B Shares			1,000.00			1,005.50			10.23	2.03	%
	Class C Shares			1,000.00			1,006.10			10.24	2.03	%

All Cap Value	Institutional Shares			1,000.00			1,008.10			4.64	0.92	%
	Class A Shares			1,000.00			1,007.20			5.90	1.17	%
	Class B Shares			1,000.00			1,003.70			9.67	1.92	%
	Class C Shares			1,000.00			1,003.00			9.67	1.92	%

Disciplined Large Cap Value	Institutional Shares			1,000.00			1,012.70			4.00	0.79	%
	Class A Shares			1,000.00			1,010.60			5.26	1.04	%
	Class B Shares			1,000.00			1,008.00			9.09	1.79	%
	Class C Shares			1,000.00			1,007.60			9.03	1.79	%

Structured Large Cap Plus	Institutional Shares			1,000.00			1,050.00			6.96	1.35	%
	Class A Shares			1,000.00			1,048.40			8.24	1.60	%
	Class B Shares			1,000.00			1,044.20			12.08	2.35	%
	Class C Shares			1,000.00			1,047.00			11.99	2.33	%

Equity Index	Institutional Shares			1,000.00			1,025.70			0.97	0.19	%
	Class A Shares			1,000.00			1,024.90			2.24	0.44	%
	Class B Shares			1,000.00			1,020.70			6.04	1.19	%
	Class C Shares			1,000.00			1,021.00			6.05	1.19	%
	Select shares			1,000.00			1,025.20			1.37	0.27	%
	Preferred Shares			1,000.00			1,025.30			1.73	0.34	%
	Trust Shares			1,000.00			1,024.70			2.24	0.44	%

International Equity	Institutional Shares			1,000.00			887.30			5.55	1.17	%
	Class A Shares			1,000.00			886.50			6.73	1.42	%
	Class B Shares			1,000.00			882.00			10.27	2.17	%
	Class C Shares			1,000.00			882.30			10.27	2.17	%

Strategic Income	Institutional Shares			1,000.00			1,031.80			3.63	0.72	%
	Class A Shares			1,000.00			1,030.60			4.95	0.97	%
	Class B Shares			1,000.00			1,026.80			8.71	1.72	%
	Class C Shares			1,000.00			1,027.20			8.76	1.72	%

LifeModel Aggressive^SM	Institutional Shares			1,000.00			994.10			0.40	0.08	%
	Class A Shares			1,000.00			993.00			1.65	0.33	%
	Class B Shares			1,000.00			989.50			5.40	1.08	%
	Class C Shares			1,000.00			988.60			5.40	1.08	%

LifeModel Moderately Aggressive^SM	Institutional Shares			1,000.00			1,001.40			0.40	0.08	%
	Class A Shares			1,000.00			1,000.90			1.66	0.33	%
	Class B Shares			1,000.00			996.60			5.42	1.08	%
	Class C Shares			1,000.00			996.90			5.42	1.08	%

LifeModel Moderate^SM	Institutional Shares			1,000.00			1,009.20			0.40	0.08	%
	Class A Shares			1,000.00			1,008.90			1.67	0.33	%
	Class B Shares			1,000.00			1,004.50			5.44	1.08	%
	Class C Shares			1,000.00			1,004.90			5.44	1.08	%



*	Expenses are equal to the average account value times the Fund’s annualized expense ratio multiplied by the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year.

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		Beginning Account Value 8/1/11			Ending Account Value 1/31/12			Expense Paid During Period * 8/1/11– 1/31/12			Expense Ratio During Period 8/1/11– 1/31/12
LifeModel Moderately Conservative^SM	Institutional Shares		$	1,000.00		$	1,012.70		$	0.40	0.08	%
	Class A Shares			1,000.00			1,011.40			1.67	0.33	%
	Class B Shares			1,000.00			1,007.00			5.45	1.08	%
	Class C Shares			1,000.00			1,007.50			5.45	1.08	%

LifeModel Conservative^SM	Institutional Shares			1,000.00			1,018.10			0.41	0.08	%
	Class A Shares			1,000.00			1,016.80			1.67	0.33	%
	Class B Shares			1,000.00			1,013.70			5.47	1.08	%
	Class C Shares			1,000.00			1,012.80			5.46	1.08	%

High Yield Bond	Institutional Shares			1,000.00			1,018.20			3.75	0.74	%
	Class A Shares			1,000.00			1,017.00			5.02	0.99	%
	Class B Shares			1,000.00			1,013.20			8.81	1.74	%
	Class C Shares			1,000.00			1,013.20			8.81	1.74	%

Total Return Bond	Institutional Shares			1,000.00			1,035.00			3.27	0.63	%
	Class A Shares			1,000.00			1,034.80			4.50	0.88	%
	Class B Shares			1,000.00			1,029.50			8.32	1.63	%
	Class C Shares			1,000.00			1,029.80			8.32	1.63	%

Short Term Bond	Institutional Shares			1,000.00			1,004.30			2.42	0.48	%
	Class A Shares			1,000.00			1,003.00			3.68	0.73	%
	Class C Shares			1,000.00			999.60			7.44	1.48	%



*	Expenses are equal to the average account value times the Fund’s annualized expense ratio multiplied by the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year.

151

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Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on each Fifth Third Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may however use this information to compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.


		Beginning Account Value 8/1/11			Ending Account Value 1/31/12			Expense Paid During Period * 8/1/11– 1/31/12			Expense Ratio During Period 8/1/11– 1/31/12
Small Cap Growth	Institutional Shares		$	1,000.00		$	1,019.81		$	5.38	1.06	%
	Class A Shares			1,000.00			1,018.55			6.65	1.31	%
	Class B Shares			1,000.00			1,014.78			10.43	2.06	%
	Class C Shares			1,000.00			1,014.83			10.38	2.06	%

Mid Cap Growth	Institutional Shares			1,000.00			1,020.36			4.82	0.95	%
	Class A Shares			1,000.00			1,019.10			6.09	1.20	%
	Class B Shares			1,000.00			1,015.33			9.88	1.95	%
	Class C Shares			1,000.00			1,015.33			9.88	1.95	%

Quality Growth	Institutional Shares			1,000.00			1,020.01			5.18	1.02	%
	Class A Shares			1,000.00			1,018.75			6.44	1.27	%
	Class B Shares			1,000.00			1,014.98			10.23	2.02	%
	Class C Shares			1,000.00			1,014.98			10.23	2.02	%

Dividend Growth	Institutional Shares			1,000.00			1,021.47			3.71	0.73	%
	Class A Shares			1,000.00			1,020.21			4.98	0.98	%
	Class B Shares			1,000.00			1,016.44			8.77	1.73	%
	Class C Shares			1,000.00			1,016.44			8.77	1.73	%

Micro Cap Value	Institutional Shares			1,000.00			1,018.35			6.85	1.35	%
	Class A Shares			1,000.00			1,017.09			8.11	1.60	%
	Class B Shares			1,000.00			1,013.32			11.89	2.35	%
	Class C Shares			1,000.00			1,013.32			11.89	2.35	%

Small Cap Value	Institutional Shares			1,000.00			1,019.96			5.23	1.03	%
	Class A Shares			1,000.00			1,018.70			6.50	1.28	%
	Class B Shares			1,000.00			1,014.93			10.28	2.03	%
	Class C Shares			1,000.00			1,014.93			10.28	2.03	%

All Cap Value	Institutional Shares			1,000.00			1,020.51			4.67	0.92	%
	Class A Shares			1,000.00			1,019.25			5.94	1.17	%
	Class B Shares			1,000.00			1,015.48			9.73	1.92	%
	Class C Shares			1,000.00			1,015.48			9.73	1.92	%



*	Expenses are equal to the average account value times the Fund’s annualized expense ratio multiplied by the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year.

152

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		Beginning Account Value 8/1/11			Ending Account Value 1/31/12			Expense Paid During Period * 8/1/11– 1/31/12			Expense Ratio During Period 8/1/11– 1/31/12
Disciplined Large Cap Value	Institutional Shares		$	1,000.00		$	1,021.17		$	4.01	0.79	%
	Class A Shares			1,000.00			1,019.91			5.28	1.04	%
	Class B Shares			1,000.00			1,016.09			9.12	1.79	%
	Class C Shares			1,000.00			1,016.14			9.07	1.79	%

Structured Large Cap Plus	Institutional Shares			1,000.00			1,018.35			6.85	1.35	%
	Class A Shares			1,000.00			1,017.09			8.11	1.60	%
	Class B Shares			1,000.00			1,013.32			11.89	2.35	%
	Class C Shares			1,000.00			1,013.42			11.79	2.33	%

Equity Index	Institutional Shares			1,000.00			1,024.18			0.97	0.19	%
	Class A Shares			1,000.00			1,022.92			2.24	0.44	%
	Class B Shares			1,000.00			1,019.15			6.04	1.19	%
	Class C Shares			1,000.00			1,019.15			6.04	1.19	%
	Select shares			1,000.00			1,023.78			1.37	0.27	%
	Preferred Shares			1,000.00			1,023.43			1.73	0.34	%
	Trust Shares			1,000.00			1,022.92			2.24	0.44	%

International Equity	Institutional Shares			1,000.00			1,019.25			5.94	1.17	%
	Class A Shares			1,000.00			1,018.00			7.20	1.42	%
	Class B Shares			1,000.00			1,014.23			10.99	2.17	%
	Class C Shares			1,000.00			1,014.23			10.99	2.17	%

Strategic Income	Institutional Shares			1,000.00			1,021.57			3.61	0.72	%
	Class A Shares			1,000.00			1,020.26			4.93	0.97	%
	Class B Shares			1,000.00			1,016.54			8.67	1.72	%
	Class C Shares			1,000.00			1,016.49			8.72	1.72	%

LifeModel Aggressive^SM	Institutional Shares			1,000.00			1,024.73			0.41	0.08	%
	Class A Shares			1,000.00			1,023.48			1.68	0.33	%
	Class B Shares			1,000.00			1,019.71			5.48	1.08	%
	Class C Shares			1,000.00			1,019.71			5.48	1.08	%

LifeModel Moderately Aggressive^SM	Institutional Shares			1,000.00			1,024.73			0.41	0.08	%
	Class A Shares			1,000.00			1,023.48			1.68	0.33	%
	Class B Shares			1,000.00			1,019.71			5.48	1.08	%
	Class C Shares			1,000.00			1,019.71			5.48	1.08	%

LifeModel Moderate^SM	Institutional Shares			1,000.00			1,024.73			0.41	0.08	%
	Class A Shares			1,000.00			1,023.48			1.68	0.33	%
	Class B Shares			1,000.00			1,019.71			5.48	1.08	%
	Class C Shares			1,000.00			1,019.71			5.48	1.08	%

LifeModel Moderately Conservative^SM	Institutional Shares			1,000.00			1,024.73			0.41	0.08	%
	Class A Shares			1,000.00			1,023.48			1.68	0.33	%
	Class B Shares			1,000.00			1,019.71			5.48	1.08	%
	Class C Shares			1,000.00			1,019.71			5.48	1.08	%

LifeModel Conservative^SM	Institutional Shares			1,000.00			1,024.73			0.41	0.08	%
	Class A Shares			1,000.00			1,023.48			1.68	0.33	%
	Class B Shares			1,000.00			1,019.71			5.48	1.08	%
	Class C Shares			1,000.00			1,019.71			5.48	1.08	%



*	Expenses are equal to the average account value times the Fund’s annualized expense ratio multiplied by the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year.

153

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Supplemental Information (Unaudited), continued


		Beginning Account Value 8/1/11			Ending Account Value 1/31/12			Expense Paid During Period * 8/1/11– 1/31/12			Expense Ratio During Period 8/1/11– 1/31/12
High Yield Bond	Institutional Shares		$	1,000.00		$	1,021.42		$	3.76	0.74	%
	Class A Shares			1,000.00			1,020.16			5.03	0.99	%
	Class B Shares			1,000.00			1,016.39			8.82	1.74	%
	Class C Shares			1,000.00			1,016.39			8.82	1.74	%

Total Return Bond	Institutional Shares			1,000.00			1,021.92			3.25	0.63	%
	Class A Shares			1,000.00			1,020.71			4.47	0.88	%
	Class B Shares			1,000.00			1,016.94			8.26	1.63	%
	Class C Shares			1,000.00			1,016.94			8.26	1.63	%

Short Term Bond	Institutional Shares			1,000.00			1,022.72			2.44	0.48	%
	Class A Shares			1,000.00			1,021.47			3.71	0.73	%
	Class C Shares			1,000.00			1,017.70			7.51	1.48	%



*	Expenses are equal to the average account value times the Fund’s annualized expense ratio multiplied by the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year.

154

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Supplemental Information (Unaudited), continued

Approval of the Management Agreement

The Board of Trustees, including all of the trustees who are not “interested persons” of the Trust (the “Independent Trustees”), at a meeting held on September 28-29, 2011, approved the continuance of the Trust’s investment advisory agreement with Fifth Third Asset Management, Inc. (“FTAM” or the “Adviser”) with respect to all Funds of the Trust and a sub-advisory agreement of FTAM with Fort Washington Investment Advisors, Inc. (“Fort Washington” or, also a “Sub-Adviser”) with respect to the Fifth Third High Yield Bond Fund. All the above-referenced agreements are collectively the “Advisory Agreements” and are performed by the “Advisers”; the action considered was the “Continuance” of the Advisory Agreements.

The Independent Trustees began their process of reviewing information, which they had previously requested, and considering the Continuance at the Board’s August 30, 2011 meeting. The Independent Trustees were assisted in their review by independent legal counsel, who provided a memorandum detailing the legal standards for review of the Advisory Agreements. The Independent Trustees deliberated outside the presence of management and the Advisers. After this review of the information received, the Independent Trustees presented their findings and recommendations to the full Board.

The Trustees reviewed extensive material in connection with their consideration of the Continuance, including data compiled by Lipper, Inc. (“Lipper”), an independent source of mutual fund data, which included comparisons with industry averages for comparable funds for advisory fees, Rule 12b-1 fees, administration fees, transfer agency fees, and total fund expenses. The data reflected FTAM’s fee waivers in place, as well as FTAM’s contractual advisory fees. FTAM also provided the Board with the results of a three-pronged performance and expense test developed by FTAM. The Board received reports from FTAM’s Chief Investment Officer with respect to brokerage practices, best execution, fund performance, and expense trends. The Board reviewed the benefits realized by FTAM (and its affiliates) from its relationship with the Funds. The Board received a detailed presentation by FTAM, which included a fund-by-fund analysis of performance and profitability. A detailed presentation was also provided by the Sub-Adviser.

In their deliberations, each Trustee attributed different weights to various factors involved in an analysis of the Continuance, and no factor alone was considered determinative. The Trustees determined that the overall arrangements between the Trust and the Advisers, as provided in the Advisory Agreements, were fair and reasonable, and that the Continuance of the Advisory Agreements was in the best interests of each Fund.

The matters addressed below were considered and discussed by the Trustees in reaching their conclusions.

Nature, Extent, and Quality of Services Provided by the Advisers

The Trustees received and considered information regarding the nature, extent, and quality of services provided to each Fund under the Advisory Agreements. The Trustees took into account information furnished throughout the year at Trustee meetings, as well as materials furnished specifically in connection with the annual review process. The Trustees considered the background and experience of each Adviser’s senior management and the expertise of investment personnel of each Adviser responsible for the day-to-day management of each Fund. The Trustees considered the overall reputation, the capabilities and commitment of each Adviser to provide high-quality service to the Trust, and the Trustees’ overall confidence in each Adviser’s integrity.

The Trustees received information concerning the investment philosophy and investment processes applied by the Advisers in managing the Funds. The Trustees generally considered information regarding regulatory compliance and compliance with the investment policies of the Funds. The Trustees evaluated the trading practices of each Adviser. The Trustees also evaluated the procedures of the Advisers designed to fulfill the Advisers’ fiduciary duty to the Funds with respect to possible conflicts of interest, including the Advisers’ codes of ethics (regulating the personal trading of their officers and employees).

Based on their review, the Trustees concluded that, with respect to the quality and nature of services provided by the Advisers, the scope of responsibilities was consistent with mutual fund industry norms, and that the quality of services was satisfactory.

155

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Supplemental Information (Unaudited), continued

Investment Performance

The Trustees considered performance results of each Fund in absolute terms and relative to each Fund’s benchmark and Lipper peer universe. In the Trustees’ review of performance, both long- and short-term performance were considered. In conducting their review, the Trustees particularly focused on Funds where performance compared unfavorably with peers (i.e., Funds in the bottom one-third relative to their peers) over the one-, three-, or five-year periods ended June 30, 2011.

Fifth Third Small Cap Growth Fund. The Trustees noted that the Fund was in the third, fourth and fourth quintiles of its Lipper peer universe on a one-, three-, and five-year basis, respectively, but that it slightly outperformed its benchmark on a one-year basis. The Adviser noted that the Fund outperformed its benchmark for the one-year periods ended December 31, 2009 and 2010. The Trustees also considered that management team changes were made in April and July 2010, which FTAM believes has created a competitive fund.

Fifth Third Mid Cap Growth Fund. The Trustees noted that the Fund was in the first, second and fourth quintiles of its Lipper peer universe on a one-, three-, and five-year basis, respectively, and had outperformed its benchmark on a one-year, three-year and year-to-date basis. The Trustees also considered that a new management team was put in place effective April 1, 2010 and noted that the Fund’s longer term performance was not attributable to the current management team.

Fifth Third Quality Growth Fund. The Trustees noted that the Fund was in the first, third and second quintiles of its Lipper peer universe on a one-, three- and five-year basis, respectively, and outperformed its benchmark on a one-year, five-year and year-to-date basis.

Fifth Third Dividend Growth Fund. The Trustees noted that the Fund was in the third, third and second quintiles of its Lipper peer universe on a one-, three- and five-year basis, respectively, and had outperformed its benchmark on a five-year and year-to-date basis.

Fifth Third Micro Cap Value Fund. The Trustees noted that the Fund was in the fifth, second and third quintiles of its Lipper peer universe on a one-, three-, and five-year basis, respectively, but that it had outperformed its benchmark on a three-year, five-year and year-to-date basis.

Fifth Third Small Cap Value Fund. The Trustees noted that the Fund was in the fourth, third and second quintiles of its Lipper peer universe on a one-, three-, and five-year basis, respectively, and had outperformed its benchmark on a three-year, five-year and year-to-date basis.

Fifth Third All Cap Value Fund. The Trustees noted that the Fund was in the fourth quintile of its Lipper peer universe on a one-, three-, and five-year basis, but that it outperformed its benchmark on a one-year basis.

Fifth Third Disciplined Large Cap Value Fund. The Trustees noted that the Fund was in the second, third and third quintiles of its Lipper peer universe on a one-, three-, and five-year basis, respectively, and had outperformed its benchmark on a one-year basis.

Fifth Third Structured Large Cap Plus Fund. The Trustees noted that the Fund was in the first, fourth and fourth quintiles of its Lipper peer universe on a one-, three-, and five-year basis, respectively, and had outperformed its benchmark on a one-year and year-to-date basis. The Trustees also noted that FTAM attributed the underperformance in 2008 and the first quarter of 2009 to its limited ability to manage the Fund due to a legal dispute with the liquidation trustee for the Fund’s former exclusive prime broker for the Fund’s short positions.

Fifth Third Equity Index Fund. The Trustees noted that the Fund was in the first quintile of its Lipper peer universe on a one-, three-, and five-year basis and had lagged its benchmark for the same periods.

156

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Supplemental Information (Unaudited), continued

Fifth Third International Equity Fund. The Trustees noted that the Fund was in the second, fourth and third quintiles of its Lipper peer universe on a one-, three-, and five-year basis, respectively, and had outperformed its benchmark on a one-year and year-to-date basis. The Adviser noted that, unlike many of its peers, the Fund does not have exposure to emerging markets and, thus, will trail its Lipper peer universe when such markets are in favor.

Fifth Third Strategic Income Fund. The Trustees noted that the Fund was in the fourth, fourth and third quintiles of its Lipper peer universe on a one-, three-, and five-year basis, respectively. The Adviser noted the Fund’s positive absolute return and its outperformance over its benchmark for the prior eight quarters and the one- and three-year periods.

Fifth Third LifeModel Aggressive Fund^SM, the Fifth Third LifeModel Moderately Aggressive Fund^SM, the Fifth Third LifeModel Moderate Fund^SM, the Fifth Third LifeModel Moderately Conservative Fund^SM, and the Fifth Third LifeModel Conservative Fund^SM. The Trustees noted that the Fifth Third LifeModel Aggressive Fund^SM, the Fifth Third LifeModel Moderate Fund^SMand the Fifth Third LifeModel Conservative Fund^SMwere in the first, fourth and fourth quintiles of their Lipper peer universe on a one-, three-, and five-year basis, respectively, that the Fifth Third LifeModel Moderately Aggressive Fund^SMwas in the fourth, fourth and third quintiles of its Lipper peer universe on a one-, three-, and five-year basis, respectively, and the Fifth Third LifeModel Moderately Conservative Fund^SMwas in the third quintiles of its Lipper peer universe on a one-, three-, and five-year basis. For all of the LifeModel Funds, the Adviser noted that underperformance in 2008 and the first quarter of 2009 was driven by the performance of the Structured Large Cap Plus Fund, not the asset allocation strategy used by the LifeModel Funds.

Fifth Third High Yield Bond Fund. The Trustees noted that the Fund was in the fourth, first and first quintiles of its Lipper peer universe on a one-, three- and five-year basis, respectively, and that, although it lagged its benchmark for the one-, three- and five-year periods, Fort Washington noted that underperformance relative to the benchmark was due in part to the Fund’s underweight to BB-rated securities.

Fifth Third Total Return Bond Fund. The Trustees noted that the Fund was in the first, fourth and fourth quintiles of its Lipper peer universe on a one-, three- and five-year basis, respectively, and had outperformed its benchmark on a one-year and year-to-date basis. The Adviser noted that the Fund outperformed its benchmark for the one-year periods ended December 31, 2009 and 2010.

Fifth Third Short Term Bond Fund. The Trustees noted that the Fund was in the fourth, third and third quintiles of its Lipper peer universe on a one-, three-, and five-year basis, respectively, but that the Fund had outperformed its benchmark on a one-year and three-year basis. The Adviser noted that the Fund outperformed its benchmark for the one-year periods ended December 31, 2009 and 2010.

After reviewing the performance of each Fund, and taking into consideration the management style, investment strategies, and prevailing market conditions during the prior year and for longer periods, the Trustees concluded that the performance of each of the Funds was acceptable or better and that in cases where performance issues were encountered, the Adviser was appropriately addressing the situation.

Cost of Services, Including the Profits Realized by the Advisers and Affiliates

The Trustees considered peer group comparable information with respect to the advisory fees charged by FTAM to each of the Funds, taking into consideration both contractual and actual (i.e., after waiver) fee levels. The Trustees concluded that the investment advisory fees fell within an acceptable range as compared to peer groups, particularly in light of the fee waivers and/or expense limitations that were proposed or that would be continued in the upcoming year. The Trustees also compared the advisory and sub-advisory fees to the fees charged by the Advisers to other accounts with similar investment goals as the Funds. The Trustees noted that the fees payable to Fort Washington for managing other accounts with investment goals similar to the

157

Fifth Third Funds

Supplemental Information (Unaudited), continued

Fifth Third High Yield Bond Fund are higher than the Fund’s sub-advisory fees. However, the Trustees noted that, although FTAM manages other accounts with investment goals similar to those of the Funds, the fees payable to FTAM for managing those accounts are generally lower than the fees charged to the Funds due to increased regulatory and compliance requirements applicable to the Funds and the increased portfolio management necessary to address daily shareholder transaction activity.

The Trustees also considered the reasonableness of advisory fees and, where relevant, the profitability of the Advisers. In determining whether all investment advisory and sub-advisory fees (collectively, the “investment advisory fees”) were reasonable, the Trustees reviewed profitability information provided by FTAM with respect to investment advisory, administration, accounting, and transfer agency services provided to the Funds. With respect to such information, the Trustees recognized that such profitability data was generally unaudited and represented FTAM’s own determination of its and its affiliates’ revenues from the contractual services provided to the Funds, less expenses of providing such services. Expenses include direct and indirect costs and were calculated using an allocation methodology developed by the Adviser. The Trustees noted that Fort Washington did not provide an estimate of profitability in connection with the management of the Fifth Third High Yield Bond Fund. The Trustees also recognized that it is difficult to make comparisons of profitability from investment advisory and sub-advisory contracts, because comparative information is not generally publicly available and could be affected by numerous factors. With respect to Fort Washington, the Trustees considered that the sub-advisory fee rate was negotiated at arm’s length between FTAM and Fort Washington, an unaffiliated third party, and noted that sub-advisory fees are paid by FTAM, rather than directly from the Fund’s assets. Based on their review, the Trustees concluded that the profitability to FTAM, as a result of its relationship with the Funds, was acceptable. The Board concluded that the fees under the Advisory Agreements were not unreasonable in light of the services and benefits provided to each Fund of the Trust.

Expenses

The Trustees reviewed information on each Fund’s actual net expense ratio as provided by Lipper and the proposed net expense ratio (taking into account fee waivers and/or expense limitations to go into effect from November 25, 2011 to November 30, 2012).

Fifth Third Small Cap Growth Fund. The Trustees noted that the Fund’s actual net expense and proposed net expense ratios were in the first quintile of its Lipper peer group.

Fifth Third Mid Cap Growth Fund. The Trustees noted that the Fund’s actual net expense and proposed net expense ratios were in the first quintile of its Lipper peer group.

Fifth Third Quality Growth Fund. The Trustees noted that the Fund’s actual net expense ratio was in the fifth quintile of its Lipper peer group and its proposed net expense ratio was in the fourth quintile of its Lipper peer group, but FTAM noted its belief that, given the Fund’s solid long-term performance, the Fund’s proposed fee waivers and expense limitations were appropriate.

Fifth Third Dividend Growth Fund. The Trustees noted that the Fund’s actual net expense and proposed net expense ratios were in the first quintile of its Lipper peer group.

Fifth Third Micro Cap Value Fund. The Trustees noted that the Fund’s actual net expense and proposed net expense ratios were in the fourth quintile of its Lipper peer group, but FTAM noted that the Fund’s peer group contains a number of non-microcap funds and the Fund has capacity constraints and, as a result, believed the current fee waivers and expense limitations to be appropriate.

Fifth Third Small Cap Value Fund. The Trustees noted that the Fund’s actual net expense ratio was in the third quintile of its Lipper peer group, but that its proposed net expense ratio was in the second quintile of its Lipper peer group.

158

Fifth Third Funds

Supplemental Information (Unaudited), continued

Fifth Third All Cap Value Fund. The Trustees noted that the Fund’s actual net expense ratio was in the fifth quintile of its Lipper peer group, but that its proposed net expense ratio was in the second quintile of its Lipper peer group. FTAM noted that the Fund has small-cap exposure where certain of the Fund’s peer group funds do not and, as a result, believed the proposed fee waivers and expense limitations to be appropriate.

Fifth Third Disciplined Large Cap Value Fund. The Trustees noted that the Fund’s actual net expense ratio was in the third quintile of its Lipper peer group, but that its proposed net expense ratio was in the second quintile of its Lipper peer group.

Fifth Third Structured Large Cap Plus Fund. The Trustees noted that the Fund’s actual net expense ratio (excluding dividends on short sales) was in the third quintile of its Lipper peer group, but that its proposed net expense ratio (excluding dividends on short sales) was in the first quintile of its Lipper peer group.

Fifth Third Equity Index Fund. The Trustees noted that the Fund’s actual net and proposed net expense ratios were in the first quintile of its Lipper peer group.

Fifth Third International Equity Fund. The Trustees noted the Fund’s actual net expense ratio was in the fourth quintile of its Lipper peer group, but that its proposed net expense ratio was in the third quintile of its Lipper peer group.

Fifth Third Strategic Income Fund. The Trustees noted that the Fund’s actual net expense ratio was in the second quintile of its Lipper peer group, but that its proposed net expense ratio was in the first quintile of its Lipper peer group.

Fifth Third LifeModel Aggressive Fund^SMand Fifth Third LifeModel Moderately Aggressive Fund^SM. The Trustees noted that each Fund’s actual net expense ratio was in the third quintile of its Lipper peer group, but that its proposed net expense ratio (excluding underlying fund expenses) was in the first quintile of its Lipper peer group.

Fifth Third LifeModel Moderate Fund^SM. The Trustees noted that the Fund’s actual net expense ratio was in the second quintile of its Lipper peer group, but that its proposed net expense ratio (excluding underlying fund expenses) was in the first quintile of its Lipper peer group.

Fifth Third LifeModel Moderately Conservative Fund^SM. The Trustees noted that the Fund’s actual net expense ratio and its proposed net expense ratio (excluding underlying fund expenses) were in the first quintile of its Lipper peer group.

Fifth Third LifeModel Conservative Fund^SM. The Trustees noted that the Fund’s actual net expense ratio was in the third quintile of its Lipper peer group, but that its proposed net expense ratio (excluding underlying fund expenses) was in the second quintile of its Lipper peer group.

Fifth Third High Yield Bond Fund. The Trustees noted that the Fund’s actual net expense and proposed net expense ratios were in the second quintile of its Lipper peer group.

Fifth Third Total Return Bond Fund. The Trustees noted that the Fund’s actual net expense and proposed net expense ratios were in the third quintile of its Lipper peer group. The Adviser noted that the Fund’s current net expense ratio is near the Lipper peer group average.

Fifth Third Short Term Bond Fund. The Trustees noted that the Fund’s actual net expense ratio was in the fourth quintile of its Lipper peer group, but that its proposed net expense ratio was in the second quintile of its Lipper peer group.

After reviewing the expenses of each Fund, and taking into consideration the Adviser’s fee waivers and/or expense limitations, the Trustees concluded that the expenses of each Fund were acceptable.

159

Fifth Third Funds

Supplemental Information (Unaudited), continued

Economies of Scale

The Trustees also considered whether fee levels reflect economies of scale and whether economies of scale would be produced by the growth of the Trust’s assets. The Trustees found that the Adviser had reduced Fund total expense ratios through fee waivers and/or expense limitations. The Trustees noted recent decreases in asset levels on a complex-wide basis. The Trustees found that the asset levels of the Trust were not currently so large as to warrant formal contractual breakpoints (except with respect to the Fifth Third International Equity Fund, for which contractual breakpoints were in place) and found that the expense limitations and/or fee waivers were a reasonable way to provide the benefits of economies of scale to shareholders at this time.

Other Benefits to FTAM and Affiliates

The Trustees considered that FTAM engages in soft dollar arrangements in connection with brokerage transactions for the Funds. The Trustees also considered benefits derived by FTAM from its relationship with the Funds, including the other services provided and fees received by FTAM and its affiliates for providing such services, and concluded for each Fund that the direct and indirect benefits accruing to FTAM were reasonable in comparison with the costs of providing advisory services, the advisory fee charged to each Fund, FTAM’s commitment to waive fees and/or limit expenses, and the benefits to each Fund.

160

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161

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162


Addresses

Fifth Third Funds	Fifth Third Funds 38 Fountain Square Plaza Cincinnati, Ohio 45202


Investment Advisor, Administrator and Accountant	Fifth Third Asset Management, Inc. 38 Fountain Square Plaza Cincinnati, Ohio 45202


Sub-Advisor (High Yield Bond)	Fort Washington Investment Advisors, Inc. 303 Broadway Street, Suite 1200 Cincinnati, Ohio 45202


Distributor	FTAM Funds Distributor, Inc. 1290 Broadway, Suite 1100 Denver, Colorado 80203


Custodian, Sub-Accountant and Sub-Administrator	State Street Bank and Trust Company 801 Pennsylvania Avenue Kansas City, Missouri 64105


Transfer and Dividend Disbursing Agent	Boston Financial Data Services, Inc. 30 Dan Road Canton, Massachusetts 02021


Independent Registered Public Accounting Firm	PricewaterhouseCoopers LLP 1100 Walnut Street, Suite 1300 Kansas City, MO 64106

163

(BEYOND THE TRADITIONAL LOGO)

(FRONT COVER)

NOTICE OF DELIVERY OF PROSPECTUSES,
SEMI-ANNUAL REPORTS AND ANNUAL REPORTS

In order to reduce expenses of the Fifth Third Funds incurred in connection with the mailing of prospectuses, prospectus supplements, semi-annual reports and annual reports to multiple shareholders at the same address, Fifth Third Funds will deliver one copy of a prospectus, prospectus supplement, semi-annual report or annual report to a single investor sharing a street address or post office box with other investors, provided that all such investors have the same last name or are believed to be members of the same family. If you share an address with another investor and wish to receive your own prospectus, prospectus supplements, semi-annual reports and annual reports, please call the Trust toll-free at 1-800-282-5706.

Schedules of Investments for periods ending April 30 and October 31 are filed on Form N-Q and are available, without charge, on the Securities and Exchange Commission’s website at http://www.sec.gov. They may be viewed at the SEC’s Public Reference Room in Washington, D.C. (information on the operation of the Public Reference Room may be obtained by calling 800.SEC.0330).


Fifth Third Funds, like all mutual funds:
•	are NOT FDIC insured
•	have no bank guarantee
•	may lose value

Rev. 11/2010


FACTS	WHAT DOES Fifth Third Funds DO WITH YOUR PERSONAL INFORMATION?

Why?	Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.

What?	The types of personal information we collect and share depend on the product or service you have with us. This information can include:

	■	Social Security number and customer names
	■	customer addresses	and tax identification numbers
	■	account numbers	and account and transaction history

	When you are no longer our customer, we continue to share your information as described in this notice.

How?	All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons Fifth Third Funds chooses to share; and whether you can limit this sharing.


Reasons we can share your personal information	Does Fifth Third Funds share?	Can you limit this sharing?
For our everyday business purposes – such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus	Yes	No
For our marketing purposes – to offer our products and services to you	Yes	No
For joint marketing with other financial companies	No	No
For our affiliates’ everyday business purposes – information about your transactions and experiences	Yes	No
For our affiliates’ everyday business purposes – information about your creditworthiness	No	No
For our affiliates to market to you	No	No
For nonaffiliates to market to you	No	No


Questions?		Call 800-282-5706 or go to http://fifththirdfunds.com/


Who we are
Who is providing this notice?		Fifth Third Funds


What we do
How does Fifth Third Funds protect my personal information?	To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.
How does Fifth Third Funds	We collect your personal information, for example, when you
collect my personal information?
	■	open an account or conduct account
	■	transactions or request account information or
	■	when our service providers service your account.
Why can’t I limit all sharing?	Federal law gives you the right to limit only

	■	sharing for affiliates’ everyday business purposes – information about your creditworthiness
	■	affiliates from using your information to market to you
	■	sharing for nonaffiliates to market to you
	State laws and individual companies may give you additional rights to limit sharing.


Definitions
Affiliates	Companies related by common ownership or control. They can be financial and nonfinancial companies.
	■	Fifth Third Bank, Inc., Fifth Third Securities, Inc., Fifth Third Asset Management, Inc. See www.53.com for a list of all affiliates.
Nonaffiliates	Companies not related by common ownership or control. They can be financial and nonfinancial companies.
	■	State Street Bank and Trust, Boston Financial Data Services, FTAM Funds Distributor, Inc.
Joint marketing	A formal agreement between nonaffiliated financial companies that together market financial products or services to you.
	■	None


Other important information
The Fifth Third Funds require its service providers to maintain technical, physical, and administrative safeguards. Additionally, when customer information is shared, the Fifth Third Funds require third parties to treat and maintain the privacy of customer information with the same degree of diligence and careful attention required by the Fifth Third Funds.

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Table of Contents

Economic Outlook and Commentary Section	1

Manager Commentary	5

Schedules of Investments	8

Statements of Assets and Liabilities	34

Statements of Operations	36

Statements of Changes in Net Assets	38

Financial Highlights	42

Notes to Financial Statements	51

Supplemental Information	66

Our Message to You

Within the stock market, results reported during the six-month period ended January 31, 2012, included:


•	A 2.71% advance for the S&P 500 Index¹of large cap stocks.
•	A 0.03% advance for the S&P 400 Index¹of mid cap stocks.
•	A 3.44% advance for the S&P 600 Index¹of small cap stocks.
•	A –10.42% decline for the MSCI EAFE Index¹of international stocks.

Perhaps the most poignant assessment of the country’s economic outlook was offered by the Fed, which pledged to keep its Federal Funds Rate in a range of 0.0% to 0.25% until late 2014.

As for the coming year, our expectations on the macro front include:


	Positive but subpar growth in the U.S. gross domestic product (GDP). Talk of a double-dip recession is misguided, but given the sluggishness of key corners of the economy, we’re bracing for GDP to grow at a 2.0% clip in 2012. The biggest risks? A fractured European Union and oil price shocks.

	Mixed labor conditions – at best. Structural challenges linger in the employment market, which will contribute to the unemployment rate hovering around 9% for much of the year. Perhaps most importantly, the jobless recovery is resulting in GDP growth that is too slow for a noticeable improvement any time soon.

	Inflationary pressures looming. Seemingly lost amid the Euro Zone turmoil has been the fact that the U.S. consumer price index averaged about 3.6% and wholesale prices rose more than 5.0% in 2011. For 2012, we see pricing conditions ripe for an extended period above the historical average of 3.0%, which could be detrimental, for bondholders especially.

	A constructive environment for stock gains. Building on tremendous financial results over the past three years, we believe U.S. corporations are poised to enjoy further earnings growth in 2012. More specifically, we are projecting a 6% to 10% expansion in profits from the S&P 500 Index. Since share prices have lagged earnings growth for five years, we believe this is the year equities regain some traction and post near – 10% gains for the year. U.S. banks ready to rumble. The domestic Financials sector has tripped up many an ambitious money manager since the world financial markets were rocked in 2008. Since we’re more than three years into a bear market for the banking industry, however, we’ve started to warm to the group. Post-blowup regulations are close to finalized, credit problems have


	mostly subsided, earnings are moving toward normalized potential, and valuations suggest an industry that is grossly under-owned and under-loved – often a recipe for future price gains.

	Wariness warranted on bonds. Returns on bonds truly shocked us in 2011. Now that that’s out of the way, we’re defensive on them in 2012 as historically low yields have little room to move lower and the Fed has declared that it’s keeping its key lending rate near zero for the next two years. Furthermore, many investors have examined the Fed’s rhetoric and deduced that rates will be stable this year. Yet, experience has taught us that the markets are puzzling and will zig when everyone expects a zag. As such, we wish to stand away from the crowd on this one. When (not if) rates move higher, the fallout will be surprisingly negative.

	Overseas forecast still choppy, and shifting. Europe’s 2011 problems have lapped into 2012. While the fiscal nightmares in countries such as Greece, Portugal, Italy, and Spain continue, the world remains awash in speculation about bailouts, breakups, and European banks’ balance sheets. Not surprisingly, we believe Europe will be mired in a recession through the first half of 2012. Yet by mid year, we believe the spotlight will turn to China, which we anticipate will be reaching a period of economic pause.

	The political season is in full swing. Back in the U.S., 2012 is an election year, with the White House in play. Ten months out, our view is simple –the issues are hot, the turnout will be large, and the turnover of elected officials will be high. If correct, this might be good for the country. Regardless, the markets will be paying attention and will likely weigh in during September or October.

Thank you for your confidence in Fifth Third Funds.

Keith Wirtz, CFA^®

President, Fifth Third Funds



	¹Terms and Definitions

The S&P 500 Stock Index is an index of 500 selected common stocks most of which are listed on the New York Stock Exchange, and is a measure of the U.S. stock market as a whole.

The S&P MidCap 400 Index is an index of 400 selected common stocks that tracks U.S. firms with market capitalizations of $850 million to $3.8 billion.

The S&P SmallCap 600 Index is an index of 600 selected common stocks that tracks U.S. firms with market capitalization of $250 million to $1.2 billion.

CFA^®is a trademark owned by the CFA Institute.

Duration is the weighted average maturity of a bond’s cash flow.

Gross Domestic Product (GDP) is the market value of the goods and services produced by labor and property in the United States. GDP is made up of consumer and government purchases, private domestic investments, and net exports of goods and services.

LIBOR (London Interbank Offered Rate) is the rate that the most creditworthy international banks dealing in Eurodollars charge each other for large loans.

Sovereign Debt is the total amount owed to the holders of bonds issued by a national government.

Management Discussion of Fund Performance (Unaudited)



	Money Market Funds

For the six-month period ended January 31, 2012, the Fifth Third Money Market Funds offered historically low yields on an absolute basis. This was the direct result of the continuation of an extremely accommodative monetary policy by the Federal Reserve’s Federal Open Market Committee (“FOMC”) in light of delicate economic conditions and the continuation of significant strains in the global financial markets.

Despite showing some signs of modest domestic growth, general economic conditions in the U.S. remained challenged during the period. As a result, the FOMC held the Federal Funds Target Rate in a range of 0.00% to 0.25%. Furthermore, in late January, the FOMC concluded that current conditions “warrant exceptionally low federal funds rates at least through late 2014.” The net result was that general short-term interest rates declined further to near historic low levels while the overall yield curve outside the money market arena flattened.

One influence on longer-term rates was the FOMC’s Operation Twist, a program implemented in October 2011 in which the Fed pledged to purchase $400 billion in longer maturity-dated U.S. Treasury securities while selling an equal amount of shorter maturity-dated U.S. Treasury securities through June 2012. Further boosting prices (which move in the opposite direction of yields) was a flight to safety as investors weighed weak global economic outlooks and sovereign debt uncertainties in the European Union. Interestingly, the demand for U.S. Government securities continued unabated despite an unprecedented ratings downgrade of such debt that occurred in the period’s opening week. The downgrade, which followed a contentious struggle between legislators over the U.S. budget and deficit, will likely influence the 2012 presidential election, as well as fiscal debates into the future.

Within the money market space during the period, the interest rates of high quality, short-duration instruments remained near zero as overall demand far outweighed supply. Probably the most notable exception to the persistence of low interest rates was the London Interbank Offer Rate (LIBOR). One of the more recognizable international, risk-based, money market yield measures, LIBOR rates increased during the period primarily due to elevated risks in Europe’s sovereign debt markets and the European banking industry.

As for the Fifth Third Money Market Funds, a longer duration strategy designed to capture additional yield proved beneficial in the low-rate environment. Furthermore, the Funds continued to utilize more traditional liquid money market securities such as U.S. Treasury and U.S. Government Agency issues, commercial paper, and repurchase agreements, particularly in the Fifth Third U.S. Treasury Money Market Fund and the Fifth Third Institutional Government Money Market Fund. Higher yields on floating

Management Discussion of Fund Performance (Unaudited)

interest rate securities also enhanced returns and contributed to the Funds’ liquidity.

The Fifth Third Institutional Money Market and Fifth Third Prime Money Market Funds maintained a conservative investment style with an emphasis on high-quality, highly liquid municipal, U.S. Government, and corporate sector securities. In addition, the Funds held minimal exposure to asset-backed commercial paper and securities issued by brokerages and European financial firms.



	Maturity Composition as of January 31, 2012

Weighted Average Maturity * #


	Days as of 1/31/12	Days as of 7/31/11
Fifth Third Prime Money Market	56	42
Fifth Third Institutional Money Market	54	46
Fifth Third Institutional Government Money Market	54	46
Fifth Third U.S. Treasury Money Market	49	49


*	Based on next reset date.

#	Portfolio composition is subject to change.



	Investment Risk Considerations

An investment in any of the funds is not insured or guaranteed by the FDIC or any government agency. Although each money market fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in a money market fund.

Management Discussion of Fund Performance (Unaudited)



	Money Market Maturity Schedules (as of January 31, 2012)
	as a percentage of value of investments *


	Prime Money Market		Institutional Money Market		Institutional Government Money Market		U.S. Treasury Money Market
Fewer than 8 Days	49.5	%	50.0	%	63.3	%	67.0	%
8 to 14 Days	1.7	%	3.5	%	1.4	%	0.0	%
15 to 30 Days	2.1	%	2.3	%	2.8	%	2.9	%
31 to 180 Days	29.3	%	27.9	%	20.2	%	18.0	%
181 to 365 Days	16.8	%	16.3	%	12.3	%	12.1	%
366 to 397 Days	0.6	%	0.0	%	0.0	%	0.0	%


*	Based on next reset date.

Prime Money Market

Schedule of Investments

January 31, 2012 (Unaudited)


	Principal Amount		Value

Corporate Bonds (18.5%)
Beverages – Non-alcoholic (0.3%)
Coca-Cola Co. (The), 0.51%, 5/15/12, (Next Reset: 2/15/12) ^(a)	$	3,000,000	$	3,000,908

Commercial Banks Non-U.S. (2.2%)
Bank of Nova Scotia, 2.25%, 1/22/13		12,690,000		12,866,665
Bayerische Landesbank, 0.58%, 6/20/12, (Next Reset: 3/20/12) ^(a)		6,474,000		6,468,769
				19,335,434

Commercial Banks – Central U.S. (0.4%)
US Bank NA, Series FRN, 0.78%, 10/26/12, (Next Reset: 4/26/12) ^(a)		3,100,000		3,106,192

Commercial Banks – Eastern U.S. (0.8%)
Royal Bank of Canada, 0.49%, 9/12/12, (Next Reset: 2/1/12) ^(a)		7,000,000		7,000,000

Computer Services (0.8%)
IBM International Group Capital LLC, 5.05%, 10/22/12		3,750,000		3,875,197
International Business Machines Corp., 4.75%, 11/29/12 ^(a)		2,903,000		3,003,631
				6,878,828

Cosmetics & Toiletries (0.9%)
Procter & Gamble International Funding SCA, 1.38%, 8/1/12		7,885,000		7,938,144

Diversified Financial Services (4.3%)
General Electric Capital Corp., 5.25%, 10/19/12		10,000,000		10,310,470
General Electric Capital Corp., 2.80%, 1/8/13		4,913,000		5,010,496
General Electric Capital Corp., Series A, 6.00%, 6/15/12		11,500,000		11,733,977
General Electric Capital Corp., Series A, 0.73%, 7/27/12, (Next Reset: 4/27/12) ^(a)		2,350,000		2,351,422
General Electric Capital Corp., Series A, 5.45%, 1/15/13		7,000,000		7,308,634
				36,714,999

Fiduciary Banks (3.0%)
Bank of New York Mellon Corp. (The), 0.67%, 3/23/12 ^(a)		5,100,000		5,100,599
Bank of New York Mellon Corp. (The), 4.95%, 11/1/12		8,000,000		8,254,972
State Street Corp., 0.65%, 4/30/12 ^(a)		12,125,000		12,127,816
				25,483,387

Finance – Investment Banker / Broker (2.8%)
Bear Stearns Cos. LLC (The), 5.35%, 2/1/12		10,038,000		10,038,000
Bear Stearns Cos. LLC (The), 6.95%, 8/10/12		13,700,000		14,144,328
				24,182,328

Oil Company – Integrated (1.2%)
Shell International Finance BV, 0.92%, 6/22/12, (Next Reset: 3/22/12) ^(a)		10,000,000		10,014,324

Continued

Prime Money Market

Schedule of Investments, continued

January 31, 2012 (Unaudited)


	Principal Amount		Value

Corporate Bonds, continued
Reinsurance (1.4%)
Berkshire Hathaway, Inc., 0.62%, 2/10/12 ^(a)	$	10,000,000	$	10,000,457
Berkshire Hathaway Finance Corp., 4.75%, 5/15/12		2,500,000		2,530,995
				12,531,452

U.S. Government Agencies ^(d)(0.4%)
Citigroup Funding, Inc., 1.88%, 11/15/12		1,585,000		1,605,647
Metlife, Inc., 0.90%, 6/29/12, (Next Reset: 3/29/12) ^(a)		2,000,000		2,004,079
				3,609,726

Total Corporate Bonds				159,795,722

U.S. Government Agencies (5.5%)
Federal Farm Credit Bank (1.1%)
0.23%, 10/19/12, (Next Reset: 2/1/12) ^(a)		10,000,000		9,998,555

Federal Home Loan Bank (0.6%)
0.33%, 7/16/12		5,000,000		5,001,048

Straight-A Funding LLC ^(b)(3.8%)**
0.16%, 3/7/12		10,011,000		10,009,443
0.19%, 4/4/12		15,000,000		14,995,012
0.19%, 4/5/12		7,504,000		7,501,465
				32,505,920

Total U.S. Government Agencies				47,505,523

Certificates of Deposit (8.2%)
Commercial Banks (8.2%)
Bank of Montreal, 0.32%, 2/15/12		5,000,000		5,000,000
Bank of Nova Scotia, 0.54%, 9/10/12		10,000,000		10,000,000
Bank of Nova Scotia, 0.75%, 10/15/12		9,500,000		9,496,546
National Australia Bank, Ltd., 0.38%, 3/1/12		10,000,000		10,000,000
Royal Bank of Canada, 0.59%, 7/9/12, (Next Reset: 4/10/12) ^(a)		5,000,000		5,000,404
Toronto Dominion, 0.38%, 5/1/12		6,500,000		6,499,999
Toronto Dominion, 0.27%, 7/11/12		10,000,000		10,000,000
Toronto Dominion, 0.58%, 10/19/12, (Next Reset: 4/19/12) ^(a)		10,000,000		10,000,000
Toronto Dominion, 0.54%, 2/4/13 **		5,000,000		5,000,000
				70,996,949

Total Certificates of Deposit				70,996,949

Commercial Paper (18.4%)
Asset Backed Securities ^(b)(4.7%)**
Chariot Funding LLC, 0.22%, 3/20/12		12,000,000		11,996,480
Chariot Funding LLC, 0.21%, 4/5/12		13,600,000		13,594,923

Continued

Prime Money Market

Schedule of Investments, continued

January 31, 2012 (Unaudited)


	Principal Amount		Value

Commercial Paper, continued
Asset Backed Securities ^(b), continued**
Old Line Funding LLC, 0.22%, 2/8/12	$	5,000,000	$	4,999,786
Old Line Funding LLC, 0.22%, 3/6/12		10,000,000		9,997,922
				40,589,111

Beverages – Non-alcoholic ^(b)(2.3%)**
Coca-Cola Co. (The), 0.17%, 5/14/12		10,000,000		9,995,136
Coca-Cola Co. (The), 0.38%, 7/2/12		10,000,000		9,984,378
				19,979,514

Commercial Banks (0.6%)
Toronto Dominion Holding, 0.32%, 3/26/12 ** ^(b)		5,000,000		4,997,600

Commercial Banks Non-U.S. ^(b)(5.2%)**
Commonwealth Bank of Australia, 0.47%, 4/10/12		10,000,000		9,991,183
Commonwealth Bank of Australia, 0.61%, 6/6/12		5,000,000		4,989,500
National Australia Funding, 0.24%, 5/1/12		15,000,000		14,991,000
Standard Chartered Bank, 0.19%, 2/3/12		10,000,000		9,999,895
Westpac Banking Corp., 0.46%, 8/3/12		5,000,000		4,988,500
				44,960,078

Fiduciary Banks ** (1.6%)
State Street Corp., 0.26%, 4/3/12		5,000,000		4,997,761
State Street Corp., 0.23%, 5/9/12		9,250,000		9,244,208
				14,241,969

Finance – Auto Loans ** (2.6%)
Toyota Motor Credit Corp., 0.20%, 3/15/12		12,250,000		12,247,074
Toyota Motor Credit Corp., 0.15%, 4/13/12		10,000,000		9,997,000
				22,244,074

Schools (0.7%)
University of Michigan, 0.14%, 3/14/12		5,740,000		5,740,000

U.S. Municipals (0.7%)
Walnut Energy Center Authority, 0.25%, 3/12/12 **		6,495,000		6,493,196

Total Commercial Paper				159,245,542

Demand Notes (8.0%)
Brewery (0.1%)
New Belgium Brewing Co., Inc., Series 2000, 0.25%, 7/1/15, (LOC: Wells Fargo & Co.), (Next Reset: 2/2/12) ^(a)		695,000		695,000

Diversified Financial Services (0.5%)
Harry W. Albright JR, Series 1996, 0.32%, 5/1/21, (LOC: Bank of America), (Next Reset: 2/2/12) ^(a)		4,700,000		4,700,000

Continued

Prime Money Market

Schedule of Investments, continued

January 31, 2012 (Unaudited)


	Principal Amount		Value

Demand Notes, continued
Medical – Hospitals ^(a)(1.8%)
Hartford HealthCare Corp., Series C, 0.26%, 7/1/49, (LOC: Bank of America), (Next Reset: 2/1/12)	$	10,000,000	$	10,000,000
Orthopaedic Hospital of Wisconsin LLC, 0.28%, 3/1/39, (LOC: Marshall & Ilsley Bank), (Next Reset: 2/7/12)		5,920,000		5,920,000
				15,920,000

Non-Profit Charity ^(a)(1.2%)
First Church of God Vancouver, 1.18%, 4/1/15, (LOC: U.S. Bancorp), (Next Reset: 2/2/12)		605,000		605,000
World Wildlife Fund, Inc., 0.20%, 7/1/30, (LOC: JP Morgan, Inc.), (Next Reset: 2/2/12)		9,430,000		9,430,000
				10,035,000

Retirement/Aged Care (0.6%)
American Association of Retired Persons, Series 2001, 0.12%, 5/1/31, (LOC: Bank of America), (Next Reset: 2/1/12) ^(a)		5,000,000		5,000,000

Special Purpose Entity ^(a)(3.8%)
BJ Financing LLC, 0.30%, 12/1/37, (LOC: Marshall & Ilsley Bank), (Next Reset: 2/2/12)		8,960,000		8,960,000
Capital One Funding Corp., Series 01-C, 0.19%, 1/4/27, (LOC: JP Morgan, Inc.), (Next Reset: 2/2/12)		961,000		961,000
Capital One Funding Corp., Series 97-D, 0.24%, 7/2/18, (LOC: JP Morgan, Inc.), (Next Reset: 2/2/12)		103,000		103,000
Metrodev Newark LLC, 0.23%, 7/1/33, (LOC: PNC Bank NA), (Next Reset: 2/2/12)		7,500,000		7,500,000
Rush Medical Foundation, 0.18%, 12/1/31, (LOC: U.S. Bancorp), (Next Reset: 2/3/12)		5,400,000		5,400,000
Saddleback Valley Community Church, 0.13%, 11/1/38, (LOC: U.S. Bancorp), (Next Reset: 2/2/12)		9,625,000		9,625,000
				32,549,000

Total Demand Notes				68,899,000

Municipal Demand Notes (22.3%)
California ^(a)(2.0%)
City of Santa Rosa, Pension Obligation, Series A, 0.13%, 9/1/24, (LOC: U.S. Bancorp), (Next Reset: 2/1/12)		4,290,000		4,290,000
County of Riverside, CP, 0.19%, 11/1/20, (LOC: State Street Corp.), (Next Reset: 2/1/12)		5,200,000		5,200,000
Pollution Control Financing Authority, Athens Disposal Co. Project, Series A, AMT, 0.12%, 1/1/16, (LOC: Wells Fargo & Co.), (Next Reset: 2/1/12)		4,000,000		4,000,000

Continued

Prime Money Market

Schedule of Investments, continued

January 31, 2012 (Unaudited)


	Principal Amount		Value

Municipal Demand Notes, continued
California ^(a), continued
Statewide Communities Development Authority, Broadway Studios, 0.27%, 4/1/50, (LOC: FHLB), (Next Reset: 2/2/12)	$	2,300,000	$	2,300,000
Statewide Communities Development Authority, Park David Senior Apartments Project, Series D-T, 0.31%, 10/15/34, (LOC: FNMA), (Next Reset: 2/2/12)		1,140,000		1,140,000
				16,930,000

Colorado ^(a)(0.7%)
Housing & Finance Authority, Series A1, 0.25%, 11/1/30, (LOC: FNMA/FHLMC), (Next Reset: 2/1/12)		2,310,000		2,310,000
Housing & Finance Authority, Single Family Mortgage Bonds, Class I-B1, 0.12%, 5/1/38, (LOC: FNMA/FHLMC), (Next Reset: 2/1/12)		2,735,000		2,735,000
Pueblo Housing Authority, 0.25%, 12/1/18, (LOC: Wells Fargo & Co.), (Next Reset: 2/2/12)		1,060,000		1,060,000
				6,105,000

District of Columbia (0.1%)
District of Columbia, Pew Charitable Trusts, Series B, 0.16%, 4/1/38, (LOC: PNC Bank NA), (Next Reset: 2/2/12) ^(a)		1,265,000		1,265,000

Florida (0.6%)
Miami-Dade County Industrial Development Authority, Dolphin Stadium Project, 0.21%, 7/1/37, (LOC: TD Bank N.A.), (Next Reset: 2/2/12) ^(a)		5,000,000		5,000,000

Illinois (0.7%)
Finance Authority, Franciscan Communities, Series B, 0.35%, 5/1/36, (LOC: Bank of America), (Next Reset: 2/2/12) ^(a)		5,685,000		5,685,000

Indiana (0.2%)
Finance Authority, Hamilton Grove Project, Series B, 0.33%, 4/1/38, (LOC: Bank of America), (Next Reset: 2/2/12) ^(a)		2,030,000		2,030,000

Kansas (1.9%)
City of Wichita, Adjustable Mode Airport Facility Revenue, AMT, 0.07%, 11/1/23, (LOC: FlightSafety International, Inc.), (Next Reset: 2/2/12) ^(a)		16,575,000		16,575,000

Kentucky (0.5%)
County of Boone Industrial Building Revenue, NKU-METS Project, 0.30%, 6/1/23, (LOC: U.S. Bancorp), (Next Reset: 2/2/12) ^(a)		4,215,000		4,215,000

Continued

Prime Money Market

Schedule of Investments, continued

January 31, 2012 (Unaudited)


	Principal Amount		Value

Municipal Demand Notes, continued
Maryland (0.9%)
Health & Higher Educational Facilities Authority, Adventist Healthcare, Series B, 0.16%, 1/1/35, (LOC: Deutsche Bank), (Next Reset: 2/2/12) ^(a)	$	7,460,000	$	7,460,000

Michigan (2.5%)
Finance Authority, School Loan, 0.16%, 9/1/50, (LOC: Bank of Montreal), (Next Reset: 2/7/12) ^(a)		22,000,000		21,999,827

Mississippi ^(a)(3.0%)
Business Finance Corp., Series G, 0.04%, 11/1/35, (LOC: Chevron U.S.A., Inc.), (Next Reset: 2/1/12)		21,700,000		21,700,000
Business Finance Corp., Mississippi Baking Co. Project, AMT, 0.41%, 11/1/25, (LOC: Bank of America), (Next Reset: 2/2/12)		4,240,000		4,240,000
				25,940,000

New Hampshire (0.6%)
Health & Education Facilities Authority, 0.18%, 12/1/32, (LOC: Royal Bank of Canada), (Next Reset: 2/2/12) ^(a)		4,880,000		4,880,000

New York ^(a)(0.6%)
Albany Industrial Development Agency, Living Resources Corp. Project, Series B, 0.28%, 2/1/12, (LOC: HSBC Holdings PLC)		140,000		140,000
State Housing Finance Agency, Series B, 0.12%, 5/1/44, (LOC: Wells Fargo & Co.), (Next Reset: 2/1/12)		5,485,000		5,485,000
				5,625,000

Ohio ^(a)(2.6%)
City of Cleveland, Core City Fund, 0.16%, 12/1/33, (LOC: PNC Bank NA), (Next Reset: 2/1/12)		2,795,000		2,795,000
County of Butler, LifeSphere Project, 0.08%, 5/1/30, (LOC: U.S. Bancorp), (Next Reset: 2/2/12)		10,715,000		10,715,000
County of Hamilton, Hospital Facilities Revenue, Series A, 0.07%, 6/1/27, (LOC: Northern Trust Corp.), (Next Reset: 2/1/12)		9,200,000		9,200,000
				22,710,000

Pennsylvania ^(a)(0.7%)
Blair County Industrial Development Authority, Altoona-Blair County Development Corp., 0.16%, 10/1/28, (LOC: PNC Bank NA), (Next Reset: 2/2/12)		5,000,000		5,000,000
Economic Development Financing Authority, Delancey Corp. Project, Series C, 0.20%, 9/1/14, (LOC: PNC Bank NA), (Next Reset: 2/2/12)		630,000		630,000
				5,630,000

Continued

Prime Money Market

Schedule of Investments, continued

January 31, 2012 (Unaudited)


	Principal Amount		Value

Municipal Demand Notes, continued
Texas ^(a)(3.4%)
Lower Neches Valley Authority Industrial Development Corp., Series B, AMT, 0.05%, 11/1/29, (LOC: Exxon Mobil Corp.), (Next Reset: 2/1/12)	$	12,200,000	$	12,200,000
Port of Port Arthur Navigation District, Fina Oil and Chemical Co. Project, AMT, 0.20%, 5/1/33, (LOC: Total SA), (Next Reset: 2/1/12)		9,025,000		9,025,000
State Veterans Housing Assistance Program, Series A, GO, AMT, 0.07%, 12/1/34, (LOC: Texas G.O. with State Street Liquidity Facility), (Next Reset: 2/1/12)		7,695,000		7,695,000
				28,920,000

Washington ^(a)(1.0%)
State Housing Finance Commission, Country Club Apartments, Series A, 0.10%, 8/1/32, (LOC: U.S. Bancorp), (Next Reset: 2/1/12)		5,620,000		5,620,000
State Housing Finance Commission, Monticello Park Project, Series B, 0.17%, 9/1/34, (LOC: FNMA), (Next Reset: 2/2/12)		3,180,000		3,180,000
				8,800,000

Wisconsin (0.3%)
City of Whitewater, HUSCO International, Inc. Project, AMT, 0.36%, 12/1/12, (LOC: JP Morgan, Inc.), (Next Reset: 2/1/12) ^(a)		2,300,000		2,300,000

Total Municipal Demand Notes				192,069,827


	Shares
Money Markets ^(c)(4.3%)
AIM STIT Liquid Assets Portfolio		33,533,763	33,533,763
Goldman Sachs Financial Square Prime Obligations Fund		3,298,146	3,298,146

Total Money Markets			36,831,909


	Principal Amount
Repurchase Agreements (15.2%)
BMO Nesbitt Burns, 0.21%, dated 1/31/12, due 2/1/12, (Repurchase proceeds, $50,000,292, Collateralized by U.S. Treasury Security, 6.00%, 2/15/26, value $51,000,101)	$	50,000,000	50,000,000

Continued

Prime Money Market

Schedule of Investments, continued

January 31, 2012 (Unaudited)


	Principal Amount		Value

Repurchase Agreements, continued
Deutsche Bank, 0.22%, dated 1/31/12, due 2/1/12, (Repurchase proceeds, $15,000,092, Collateralized by Fannie Mae and Federal Home Loan Bank, 1.25%–1.80%, 6/15/12–11/16/16, value $15,300,815)	$	15,000,000	$	15,000,000
Goldman Sachs, 0.20%, dated 1/31/12, due 2/1/12, (Repurchase proceeds, $10,000,056, Collateralized by U.S. Treasury Security, 2.00%, 4/15/12, value $10,200,037)		10,000,000		10,000,000
Toronto Dominion, 0.18%, dated 1/31/12, due 2/1/12, (Repurchase proceeds, $25,000,125, Collateralized by U.S. Treasury Security, 2.13%, 2/15/40, value $25,500,024)		25,000,000		25,000,000
UBS Investment Bank, 0.22%, dated 1/31/12, due 2/1/12, (Repurchase proceeds, $30,861,189, Collateralized by U.S. Treasury Security, 4.75%, 2/15/41, value $31,478,338)		30,861,000		30,861,000

Total Repurchase Agreements				130,861,000

Total Investments (Cost $866,205,472) † – 100.4%				866,205,472

Liabilities in excess of other assets – (0.4)%				(3,757,716	)

NET ASSETS – 100.0%			$	862,447,756

Notes to Schedule of Investments


**	Rate represents the effective yield at purchase.

†	Also represents cost for federal income tax purposes.

(a)	Variable rate security. Rate presented represents rate in effect at January 31, 2012.

(b)	Rule 144A, Section 4(2) or other security which is restricted as to resale to institutional investors. The Fund’s advisor has deemed this security to be liquid based upon procedures approved by the Board of Trustees.

(c)	Investment is in Institutional Shares of underlying fund/portfolio.

(d)	FDIC guaranteed through Treasury Liquidity Guarantee Program.

The following abbreviations are used in the Schedule of Investments:

AMT – Alternative Minimum Tax Paper

CP – Certificates of Participation

FHLB – Federal Home Loan Bank

FHLMC – Federal Home Loan Mortgage Corp.

FNMA – Federal National Mortgage Association

GO – General Obligation

LOC – Letter of Credit

Continued

Prime Money Market

Schedule of Investments, continued

January 31, 2012 (Unaudited)

At January 31, 2012, Prime Money Market’s investments were in the following countries:


Country
Australia	2.3	%
Canada	6.3	%
Germany	0.7	%
Netherlands	1.2	%
United Kingdom	1.1	%
United States	88.4	%
Total	100.0	%

See notes to schedules of investments and notes to financial statements.

Institutional Money Market

Schedule of Investments

January 31, 2012 (Unaudited)


	Principal Amount		Value
Corporate Bonds (19.9%)
Commercial Banks Non-U.S. (2.4%)
Bank of Nova Scotia, 2.25%, 1/22/13	$	27,000,000	$	27,380,185
Bayerische Landesbank, 0.58%, 6/20/12, (Next Reset: 3/20/12) ^(a)		18,526,000		18,511,031
				45,891,216

Commercial Banks – Central U.S. (0.3%)
US Bank NA, Series FRN, 0.78%, 10/26/12, (Next Reset: 4/26/12) ^(a)		6,500,000		6,512,984

Commercial Banks – Eastern U.S. (0.9%)
Royal Bank of Canada, 0.49%, 9/12/12, (Next Reset: 2/1/12) ^(a)		18,000,000		18,000,000

Computer Services (0.4%)
IBM International Group Capital LLC, 5.05%, 10/22/12		7,000,000		7,236,886

Cosmetics & Toiletries (0.9%)
Procter & Gamble Co. (The), 1.38%, 8/1/12		17,437,000		17,527,002

Diversified Banks (0.2%)
JPMorgan Chase & Co., 5.38%, 10/1/12		3,900,000		4,018,221

Diversified Financial Services (3.8%)
General Electric Capital Corp., 3.50%, 8/13/12		18,841,000		19,121,557
General Electric Capital Corp., 5.25%, 10/19/12		15,000,000		15,465,705
General Electric Capital Corp., 2.80%, 1/8/13		10,000,000		10,198,446
General Electric Capital Corp., Series A, 6.00%, 6/15/12		18,500,000		18,876,398
General Electric Capital Corp., Series A, 5.45%, 1/15/13		10,000,000		10,439,510
				74,101,616

Fiduciary Banks (2.9%)
Bank of New York Mellon Corp. (The), 0.67%, 3/23/12 ^(a)		8,000,000		8,002,237
Bank of New York Mellon Corp. (The), 4.95%, 11/1/12		12,500,000		12,896,454
State Street Corp., 0.65%, 4/30/12 ^(a)		35,000,000		35,009,235
				55,907,926

Finance – Investment Banker / Broker (3.0%)
Bear Stearns Cos. LLC (The), 5.35%, 2/1/12		21,000,000		21,000,000
Bear Stearns Cos. LLC (The), 6.95%, 8/10/12		36,599,000		37,787,903
				58,787,903

Oil Company – Integrated (1.3%)
Shell International Finance BV, 0.92%, 6/22/12, (Next Reset: 3/22/12) ^(a)		25,000,000		25,035,811

Continued

Institutional Money Market

Schedule of Investments, continued

January 31, 2012 (Unaudited)


	Principal Amount		Value
Corporate Bonds, continued
Reinsurance (3.1%)
Berkshire Hathaway Finance Corp., 4.75%, 5/15/12	$	6,195,000	$	6,271,769
Berkshire Hathaway, Inc., 1.40%, 2/10/12		11,400,000		11,402,810
Berkshire Hathaway, Inc., 0.62%, 2/10/12 ^(a)		25,000,000		25,001,142
Berkshire Hathaway, Inc., 0.88%, 2/11/13, (Next Reset: 2/13/12) ^(a)		17,459,000		17,547,769
				60,223,490

U.S. Government Agencies ^(d) (0.7%)
Ally Financial, Inc., 1.75%, 10/30/12		4,368,000		4,417,832
Citibank NA, 1.88%, 5/7/12		10,000,000		10,041,356
				14,459,188

Total Corporate Bonds				387,702,243

Mortgage-Backed Securities (0.4%)
U.S. Government Agencies (0.4%)
Freddie Mac, 0.25%, 1/15/42, (Next Reset: 2/2/12) ^(a)		7,124,543		7,124,543

Total Mortgage-Backed Securities				7,124,543

U.S. Government Agencies (5.3%)
Federal Farm Credit Bank ^(a)(1.6%)
0.23%, 10/19/12, (Next Reset: 2/1/12)		15,000,000		14,997,832
0.16%, 2/20/13, (Next Reset: 2/7/12)		15,000,000		14,990,595
				29,988,427

Freddie Mac (0.4%)
0.23%, 10/12/12, (Next Reset: 2/1/12) ^(a)		8,300,000		8,302,922

Straight-A Funding LLC ^(b)(3.3%)**
0.19%, 4/2/12		25,000,000		24,991,952
0.19%, 4/5/12		15,000,000		14,994,933
0.19%, 4/12/12		25,000,000		24,990,632
				64,977,517

Total U.S. Government Agencies				103,268,866

Certificates of Deposit (12.0%)
Commercial Banks (12.0%)
Bank of Montreal, 0.32%, 2/15/12		20,000,000		20,000,000
Bank of Nova Scotia, 0.52%, 5/29/12		29,000,000		29,000,000
Bank of Nova Scotia, 0.54%, 9/10/12		24,000,000		24,000,000
Bank of Nova Scotia, 0.75%, 10/15/12		15,000,000		14,994,547
Commonwealth Bank of Australia, 0.46%, 4/30/12, (Next Reset: 2/6/12) ^(a)		20,000,000		20,000,000

Continued

Institutional Money Market

Schedule of Investments, continued

January 31, 2012 (Unaudited)


	Principal Amount		Value

Certificates of Deposit, continued
Commercial Banks, continued
National Australia Bank, Ltd., 0.38%, 3/1/12	$	25,000,000	$	25,000,000
Royal Bank of Canada, 0.59%, 7/9/12, (Next Reset: 4/10/12) ^(a)		15,000,000		15,001,211
Toronto Dominion, 0.38%, 5/1/12		18,000,000		17,999,998
Toronto Dominion, 0.27%, 7/11/12		15,000,000		15,000,000
Toronto Dominion, 0.58%, 10/19/12, (Next Reset: 4/19/12) ^(a)		15,000,000		15,000,000
Toronto Dominion, 0.54%, 2/4/13 **		39,000,000		39,000,000
				234,995,756

Total Certificates of Deposit				234,995,756

Commercial Paper (16.4%)
Asset Backed Securities ^(b)(4.1%)**
Chariot Funding LLC, 0.21%, 4/5/12		15,000,000		14,994,400
Old Line Funding LLC, 0.22%, 2/8/12		15,000,000		14,999,358
Old Line Funding LLC, 0.22%, 3/6/12		25,000,000		24,994,806
Old Line Funding LLC, 0.21%, 4/16/12		25,000,000		24,989,063
				79,977,627

Beverages – Non-alcoholic ^(b)(1.8%)**
Coca-Cola Co. (The), 0.17%, 5/14/12		15,000,000		14,992,704
Coca-Cola Co. (The), 0.38%, 7/2/12		20,000,000		19,968,756
				34,961,460

Commercial Banks (0.8%)
Toronto Dominion Holding, 0.32%, 3/26/12 ** ^(b)		15,000,000		14,992,800

Commercial Banks Non-U.S. ^(b)(5.4%)**
Commonwealth Bank of Australia, 0.42%, 4/10/12		10,000,000		9,992,142
Commonwealth Bank of Australia, 0.47%, 4/10/12		20,000,000		19,982,366
Commonwealth Bank of Australia, 0.61%, 6/6/12		15,000,000		14,968,500
National Australia Funding, 0.24%, 5/1/12		20,000,000		19,988,000
Standard Chartered Bank, 0.19%, 2/3/12		15,000,000		14,999,842
Westpac Banking Corp., 0.46%, 8/3/12		25,000,000		24,942,500
				104,873,350

Fiduciary Banks (0.8%)
State Street Corp., 0.26%, 4/3/12 **		15,000,000		14,993,283

Finance – Auto Loans ** (2.6%)
Toyota Motor Credit Corp., 0.20%, 3/15/12		27,000,000		26,993,550
Toyota Motor Credit Corp., 0.15%, 4/13/12		25,000,000		24,992,500
				51,986,050

Continued

Institutional Money Market

Schedule of Investments, continued

January 31, 2012 (Unaudited)


	Principal Amount		Value

Commercial Paper, continued
U.S. Municipals (0.9%)
Walnut Energy Center Authority, 0.25%, 3/12/12 **	$	18,000,000	$	17,995,000

Total Commercial Paper				319,779,570

Demand Notes (6.3%)
Building Products – Cement & Aggregate (1.1%)
Sioux City Brick & Tile Co., 0.20%, 12/1/36 (LOC: U.S. Bancorp), (Next Reset: 2/2/12) ^{(a) (b)}		21,825,000		21,825,000

Diversified Financial Services ^(a)(0.4%)
Boldt Healthcare Properties LLC, 0.30%, 10/1/43, (Next Reset: 2/7/12)		6,100,000		6,100,000
Madison Hotel Investors LLC, Series 05-A, 0.30%, 12/1/45, (Next Reset: 2/2/12)		2,100,000		2,100,000
				8,200,000

Medical – Hospitals (0.8%)
Hartford HealthCare Corp., Series C, 0.26%, 7/1/49 (LOC: Bank of America), (Next Reset: 2/1/12) ^(a)		15,000,000		15,000,000

Non-Profit Charity (0.6%)
World Wildlife Fund, Inc., 0.20%, 7/1/30 (LOC: JP Morgan, Inc.), (Next Reset: 2/2/12) ^(a)		12,070,000		12,070,000

Retirement/Aged Care (1.1%)
American Association of Retired Persons, Series 2001, 0.12%, 5/1/31 (LOC: Bank of America), (Next Reset: 2/1/12) ^(a)		20,000,000		20,000,000

Special Purpose Entity ^(a)(2.3%)
Corporate Finance Managers, Inc., 0.20%, 2/2/43 (LOC: Wells Fargo & Co.), (Next Reset: 2/2/12)		10,635,000		10,635,000
Golf Gate Apartments, Series 2003, 0.20%, 9/1/28 (LOC: Wells Fargo & Co.), (Next Reset: 2/2/12)		7,295,000		7,295,000
Pershing Drive Associates L.P., 0.24%, 12/15/28 (LOC: Royal Bank of Canada), (Next Reset: 2/2/12)		10,625,000		10,625,000
Rush Medical Foundation, 0.18%, 12/1/31 (LOC: U.S. Bancorp), (Next Reset: 2/3/12)		5,400,000		5,400,000
Saddleback Valley Community Church, 0.13%, 11/1/38 (LOC: U.S. Bancorp), (Next Reset: 2/2/12)		10,930,000		10,930,000
				44,885,000

Total Demand Notes				121,980,000

Continued

Institutional Money Market

Schedule of Investments, continued

January 31, 2012 (Unaudited)


	Principal Amount		Value

Municipal Demand Notes (27.2%)
California ^(a)(1.2%)
City of Santa Rosa, Pension Obligation, Series A, 0.13%, 9/1/24, (LOC: U.S. Bancorp), (Next Reset: 2/1/12)	$	10,510,000	$	10,510,000
Housing Finance Agency, Housing Program, Series B, 0.14%, 8/1/36, (LOC: FNMA/FHLMC), (Next Reset: 2/1/12)		7,370,000		7,370,000
Kern Water Bank Authority, Series B, 0.20%, 7/1/28, (LOC: Wells Fargo & Co.), (Next Reset: 2/2/12)		3,501,000		3,501,000
Sacramento County Housing Authority, Series B, 0.18%, 7/15/35, (LOC: FNMA), (Next Reset: 2/2/12)		495,000		495,000
Statewide Communities Development Authority, Valley Palms Apartments, 0.15%, 5/15/35, (LOC: FNMA), (Next Reset: 2/2/12)		1,275,000		1,275,000
				23,151,000

Colorado (0.3%)
Housing & Finance Authority, Single Family Mortgage Bonds, Series B2, Class I, 0.12%, 11/1/33, (LOC: FNMA/FHLMC), (Next Reset: 2/1/12) ^(a)		6,425,000		6,425,000

Delaware ^(a)(1.7%)
County of New Castle, Adjustable Mode Airport Facility Revenue, 0.07%, 6/1/22, (LOC: FlightSafety International, Inc.), (Next Reset: 2/2/12)		27,480,000		27,480,000
County of New Castle, Adjustable Mode Airport Facility Revenue, 0.07%, 12/1/32, (LOC: FlightSafety International, Inc.), (Next Reset: 2/2/12)		5,185,000		5,185,000
				32,665,000

Florida ^(a)(0.8%)
Jacksonville Economic Development Commission, Lee and Cates Glass, Inc. Project, 0.22%, 4/1/33, (LOC: Wells Fargo & Co.), (Next Reset: 2/2/12)		6,260,000		6,260,000
University of South Florida Research Foundation, Inc., Multi-Tenant Office Building Project, Series C, 0.20%, 8/1/34, (LOC: Bank of America), (Next Reset: 2/1/12)		9,505,000		9,505,000
				15,765,000

Georgia ^(a)(0.2%)
Augusta Housing Authority, Westbury Creek Apartments, Series B, 0.40%, 5/15/33, (LOC: FNMA), (Next Reset: 2/1/12)		500,000		500,000
Richmond County Development Authority, Hoback Investments LLC Project, Series A, 0.31%, 7/1/31, (LOC: Branch Banking & Trust), (Next Reset: 2/2/12)		4,240,000		4,240,000
				4,740,000

Continued

Institutional Money Market

Schedule of Investments, continued

January 31, 2012 (Unaudited)


	Principal Amount		Value

Municipal Demand Notes, continued
Illinois ^(a)(1.9%)
City of Chicago, Chicago Midway Airport Revenue, Series A-2, 0.10%, 1/1/25, (LOC: JP Morgan, Inc.), (Next Reset: 2/1/12)	$	25,190,000	$	25,190,000
Finance Authority, Franciscan Communities, Series B, 0.35%, 5/1/36, (LOC: Bank of America), (Next Reset: 2/2/12)		11,470,000		11,470,000
				36,660,000

Indiana (0.0%)
City of Indianapolis Development, Multi-Family Housing, Pedcor Investments, Series B, 0.50%, 11/1/36, (LOC: FHLB), (Next Reset: 2/2/12) ^(a)		928,000		928,000

Kentucky ^(a)(3.7%)
Louisville & Jefferson County Regional Airport Authority, Series A, 0.05%, 1/1/29, (LOC: United Parcel Service, Inc.), (Next Reset: 2/1/12)		30,000,000		30,000,000
Louisville & Jefferson County Regional Airport Authority, Series C, 0.04%, 1/1/29, (LOC: United Parcel Service, Inc.), (Next Reset: 2/1/12)		42,500,000		42,500,000
				72,500,000

Maryland (1.1%)
Health & Higher Educational Facilities Authority, Adventist Healthcare, Series B, 0.16%, 1/1/35, (LOC: Deutsche Bank), (Next Reset: 2/2/12) ^(a)		20,525,000		20,525,000

Michigan ^(a)(2.9%)
Charter Township of Ypsilanti, Capital Improvements, Series B, 0.30%, 4/1/19, (LOC: Comerica Bank), (Next Reset: 2/1/12)		2,280,000		2,280,000
Finance Authority, School Loan, 0.16%, 9/1/50, (LOC: PNC Bank NA), (Next Reset: 2/2/12)		25,000,000		25,000,000
Finance Authority, School Loan, 0.16%, 9/1/50, (LOC: Bank of Montreal), (Next Reset: 2/7/12)		6,000,000		6,000,000
University of Michigan, Series A, 0.03%, 4/1/38, (LOC: University of Michigan), (Next Reset: 2/1/12)		22,355,000		22,355,000
				55,635,000

Minnesota ^(a)(1.9%)
City of Plymouth, Carlson Center Project, 0.20%, 4/1/12, (LOC: U.S. Bancorp), (Next Reset: 2/2/12)		180,000		180,000
City of Saint Paul, Sales Tax Revenue, 0.20%, 11/1/25, (LOC: U.S. Bancorp), (Next Reset: 2/2/12)		11,300,000		11,300,000

Continued

Institutional Money Market

Schedule of Investments, continued

January 31, 2012 (Unaudited)


	Principal Amount		Value

Municipal Demand Notes, continued
Minnesota ^(a), continued
Office of Higher Education, Supplemental Student Loan, Series A, 0.16%, 12/1/43, (LOC: U.S. Bancorp), (Next Reset: 2/2/12)	$	25,600,000	$	25,600,000
				37,080,000

New Hampshire (0.8%)
Health & Education Facilities Authority, 0.18%, 12/1/32, (LOC: Royal Bank of Canada), (Next Reset: 2/2/12) ^(a)		14,640,000		14,640,000

New York (2.1%)
New York State Housing Finance Agency, Series A, AMT, 0.06%, 11/1/41, (LOC: Bank of New York Co., Inc.), (Next Reset: 2/1/12) ^(a)		40,960,000		40,960,000

Ohio ^(a)(3.8%)
Air Quality Development Authority, AK Steel Project, Series B, 0.33%, 6/1/24, (LOC: Bank of America), (Next Reset: 2/1/12)		26,000,000		26,000,000
City of Cleveland, Airport System Revenue, Series B, 0.11%, 1/1/20, (LOC: U.S. Bancorp), (Next Reset: 2/2/12)		8,715,000		8,715,000
City of Cleveland, Core City Fund, 0.16%, 12/1/33, (LOC: PNC Bank NA), (Next Reset: 2/1/12)		5,865,000		5,865,000
County of Cuyahoga Health Care Facilities, Franciscan Communities, Series F, 0.35%, 5/15/12, (LOC: Bank of America), (Next Reset: 2/1/12)		90,000		90,000
County of Hamilton, Hospital Facilities Revenue, Series A, 0.07%, 6/1/27, (LOC: Northern Trust Corp.), (Next Reset: 2/1/12)		33,600,000		33,600,000
				74,270,000

Pennsylvania (0.5%)
Blair County Industrial Development Authority, Altoona-Blair County Development Corp., 0.16%, 10/1/28, (LOC: PNC Bank NA), (Next Reset: 2/2/12) ^(a)		9,000,000		9,000,000

Tennessee ^(a)(0.7%)
Johnson City Health & Educational Facilities Board, Mountain States Health Alliance, Series B1, 0.23%, 7/1/33, (LOC: U.S. Bancorp), (Next Reset: 2/1/12)		3,740,000		3,740,000
Johnson City Health & Educational Facilities Board, Mountain States Health Alliance, Series B2, 0.16%, 7/1/33, (LOC: PNC Bank NA), (Next Reset: 2/1/12)		9,790,000		9,790,000
				13,530,000

Continued

Institutional Money Market

Schedule of Investments, continued

January 31, 2012 (Unaudited)


	Principal Amount		Value

Municipal Demand Notes, continued
Texas ^(a)(2.4%)
Port of Port Arthur Navigation District, Fina Oil and Chemical Co. Project, AMT, 0.20%, 5/1/33, (LOC: Total SA), (Next Reset: 2/1/12)	$	5,500,000	$	5,500,000
State Veterans Housing Assistance Program, Series A, GO, AMT, 0.07%, 12/1/34, (LOC: Texas G.O. with State Street Liquidity Facility), (Next Reset: 2/1/12)		26,585,000		26,585,000
State Veterans Housing Fund, Series A-2, GO, AMT, 0.11%, 12/1/29, (LOC: Wells Fargo & Co.), (Next Reset: 2/1/12)		14,700,000		14,700,000
				46,785,000

Virginia (0.4%)
Alexandria Industrial Development Authority, Series A, 0.22%, 7/1/30, (LOC: Bank of America), (Next Reset: 2/2/12) ^(a)		8,200,000		8,200,000

Washington ^(a)(0.1%)
State Housing Finance Commission, Granite Falls Retirement Plaza, Series B, 0.20%, 10/1/27, (LOC: Wells Fargo & Co.), (Next Reset: 2/2/12)		630,000		630,000
State Housing Finance Commission, Summer Ridge, Series B, 0.15%, 12/1/29, (LOC: U.S. Bancorp), (Next Reset: 2/1/12)		175,000		175,000
State Housing Finance Commission, The Vintage at Everett Senior Living Project, Series B, 0.17%, 1/15/38, (LOC: FNMA), (Next Reset: 2/2/12)		850,000		850,000
				1,655,000

Wyoming (0.7%)
County of Sweetwater, Environmental Improvement, PacifiCorp Project, AMT, 0.09%, 11/1/25, (LOC: Barclays Bank PLC), (Next Reset: 2/1/12) ^(a)		14,400,000		14,400,000

Total Municipal Demand Notes				529,514,000


	Shares
Money Markets ^(c)(4.0%)
AIM STIT Liquid Assets Portfolio		53,762,896	53,762,896
Goldman Sachs Financial Square Prime Obligations Fund		24,294,139	24,294,139

Total Money Markets			78,057,035

Continued

Institutional Money Market

Schedule of Investments, continued

January 31, 2012 (Unaudited)


	Principal Amount		Value

Repurchase Agreements (10.4%)
BMO Nesbitt Burns, 0.21%, dated 1/31/12, due 2/1/12, (Repurchase proceeds, $80,000,467, Collateralized by U.S. Treasury Securities, 1.75%–6.00%, 4/15/13–2/15/26, value $81,600,044)	$	80,000,000	$	80,000,000
Deutsche Bank, 0.22%, dated 1/31/12, due 2/1/12, (Repurchase proceeds, $15,000,092, Collateralized by Federal Home Loan Bank, 1.25%, 6/15/12, value $15,300,457)		15,000,000		15,000,000
Goldman Sachs, 0.20%, dated 1/31/12, due 2/1/12, (Repurchase proceeds, $10,000,056, Collateralized by U.S. Treasury Security, 2.00%, 4/15/12, value $10,200,037)		10,000,000		10,000,000
Toronto Dominion, 0.18%, dated 1/31/12, due 2/1/12, (Repurchase proceeds, $50,000,250, Collateralized by U.S. Treasury Security, 2.38%, 1/15/27, value $51,000,004)		50,000,000		50,000,000
UBS Investment Bank, 0.22%, dated 1/31/12, due 2/1/12, (Repurchase proceeds, $48,392,296, Collateralized by U.S. Treasury Security, 4.75%, 2/15/41, value $49,359,860)		48,392,000		48,392,000

Total Repurchase Agreements				203,392,000

Total Investments (Cost $1,985,814,013) † – 101.9%				1,985,814,013

Liabilities in excess of other assets – (1.9)%				(36,177,519	)

NET ASSETS – 100.0%			$	1,949,636,494

Notes to Schedule of Investments


**	Rate represents the effective yield at purchase.

†	Also represents cost for federal income tax purposes.

(a)	Variable rate security. Rate presented represents rate in effect at January 31, 2012.

(b)	Rule 144A, Section 4(2) or other security which is restricted as to resale to institutional investors. The Fund’s advisor has deemed this security to be liquid based upon procedures approved by the Board of Trustees.

(c)	Investment is in Institutional Shares of underlying fund/portfolio.

(d)	FDIC guaranteed through Treasury Liquidity Guarantee Program.

The following abbreviations are used in the Schedule of Investments:

AMT – Alternative Minimum Tax Paper

FHLMC – Federal Home Loan Mortgage Corp.

FNMA – Federal National Mortgage Association

GO – General Obligation

LOC – Letter of Credit

Continued

Institutional Money Market

Schedule of Investments, continued

January 31, 2012 (Unaudited)

At January 31, 2012, Institutional Money Market’s investments were in the following countries:


Country
Australia	4.5	%
Canada	8.2	%
Germany	0.9	%
Netherlands	1.3	%
United Kingdom	0.8	%
United States	84.3	%
Total	100.0	%

See notes to schedules of investments and notes to financial statements.

Institutional Government Money Market

Schedule of Investments

January 31, 2012 (Unaudited)


	Principal Amount		Value

Corporate Bonds ^(d)(9.5%)
U.S. Government Agencies (9.5%)
Ally Financial, Inc., 1.75%, 10/30/12	$	3,480,000	$	3,521,372
Ally Financial, Inc., 2.20%, 12/19/12		10,401,000		10,586,469
Bank of America Corp., 2.10%, 4/30/12		12,978,000		13,036,881
Citibank NA, 1.88%, 5/7/12		17,472,000		17,547,150
Citibank NA, 0.50%, 6/4/12, (Next Reset: 3/5/12) ^(a)		5,600,000		5,600,231
Citibank NA, 1.88%, 6/4/12		10,500,000		10,557,423
Citibank NA, 0.46%, 11/15/12, (Next Reset: 2/15/12) ^(a)		2,700,000		2,702,430
Citigroup Funding, Inc., 2.13%, 7/12/12		21,480,000		21,660,055
Citigroup Funding, Inc., 1.88%, 11/15/12		6,200,000		6,280,575
General Electric Capital Corp., 0.57%, 9/21/12, (Next Reset: 3/21/12) ^(a)		2,970,000		2,974,091
General Electric Capital Corp., 2.00%, 9/28/12		3,150,000		3,188,137
General Electric Capital Corp., 2.13%, 12/21/12		4,314,000		4,387,588
Goldman Sachs Group, Inc. (The), 3.25%, 6/15/12		1,058,000		1,069,785
John Deere Capital Corp., 2.88%, 6/19/12		8,284,000		8,365,841
JPMorgan Chase & Co., Series 3, 0.82%, 12/26/12, (Next Reset: 3/26/12) ^(a)		595,000		598,059
Morgan Stanley, 0.72%, 2/10/12 ^(a)		19,550,000		19,552,534
US Bancorp, 1.80%, 5/15/12		9,528,000		9,570,281

Total Corporate Bonds				141,198,902

Mortgage-Backed Securities ^(a)(4.5%)
U.S. Government Agencies (4.5%)
Freddie Mac, 0.25%, 8/15/21, (Next Reset: 2/2/12)		2,160,000		2,160,000
Freddie Mac, 0.25%, 1/15/42, (Next Reset: 2/2/12)		40,075,556		40,075,556
Freddie Mac, 0.25%, 10/15/45, (Next Reset: 2/2/12)		24,725,935		24,725,935

Total Mortgage-Backed Securities				66,961,491

U.S. Government Agencies (52.2%)
Fannie Mae (8.9%)
5.00%, 2/16/12		5,000,000		5,009,548
0.15%, 2/21/12 **		4,645,000		4,644,613
1.00%, 4/4/12		9,604,000		9,616,800
1.88%, 4/20/12		10,605,000		10,642,394
4.88%, 5/18/12		7,138,000		7,235,480
0.23%, 7/16/12 **		10,000,000		9,989,394
0.27%, 7/26/12, (Next Reset: 2/26/12) ^(a)		15,000,000		15,001,851
1.75%, 8/10/12		3,070,000		3,094,277
0.16%, 9/10/12 **		5,000,000		4,995,067
0.32%, 9/13/12, (Next Reset: 2/1/12) ^(a)		18,685,000		18,699,348
0.32%, 9/17/12, (Next Reset: 2/17/12) ^(a)		3,500,000		3,502,025
0.63%, 9/24/12		5,130,000		5,144,458
4.75%, 11/19/12		5,230,000		5,419,280
0.29%, 11/23/12, (Next Reset: 2/1/12) ^(a)		5,000,000		5,004,510

Continued

Institutional Government Money Market

Schedule of Investments, continued

January 31, 2012 (Unaudited)


	Principal Amount		Value

U.S. Government Agencies, continued
Fannie Mae, continued
0.29%, 12/3/12, (Next Reset: 2/1/12) ^(a)	$	24,505,000	$	24,522,671
				132,521,716

Federal Farm Credit Bank (8.6%)
0.27%, 3/22/12, (Next Reset: 2/1/12) ^(a)		15,000,000		15,000,000
2.13%, 6/18/12		2,000,000		2,014,461
0.20%, 7/6/12, (Next Reset: 2/1/12) ^(a)		11,000,000		10,999,522
0.19%, 8/8/12, (Next Reset: 2/1/12) ^(a)		2,285,000		2,284,387
0.19%, 8/20/12, (Next Reset: 2/1/12) ^(a)		2,605,000		2,604,269
0.15%, 9/24/12, (Next Reset: 2/7/12) ^(a)		26,500,000		26,491,075
4.50%, 10/17/12		7,994,000		8,235,597
0.18%, 10/19/12, (Next Reset: 2/7/12) ^(a)		14,500,000		14,497,400
0.23%, 10/19/12, (Next Reset: 2/1/12) ^(a)		25,000,000		24,996,387
0.40%, 11/2/12		4,800,000		4,804,679
1.88%, 12/7/12		1,720,000		1,744,757
0.16%, 2/20/13, (Next Reset: 2/7/12) ^(a)		15,000,000		14,990,595
				128,663,129

Federal Home Loan Bank (15.6%)
0.19%, 2/2/12, (Next Reset: 2/1/12) ^(a)		8,500,000		8,499,998
0.22%, 3/23/12, (Next Reset: 2/1/12) ^(a)		6,750,000		6,750,239
2.25%, 4/13/12		8,930,000		8,965,411
5.75%, 5/15/12		23,655,000		24,022,434
1.13%, 5/18/12		7,580,000		7,599,994
1.38%, 6/8/12		5,000,000		5,019,149
4.88%, 6/8/12		1,620,000		1,645,893
0.14%, 6/22/12, (Next Reset: 2/1/12) ^(a)		6,680,000		6,680,000
0.08%, 7/2/12 **		15,000,000		14,995,250
0.33%, 7/16/12		10,050,000		10,051,496
0.16%, 7/19/12, (Next Reset: 2/1/12) ^(a)		17,000,000		16,996,009
0.22%, 7/24/12, (Next Reset: 2/1/12) ^(a)		25,000,000		25,005,401
0.08%, 7/25/12 **		16,000,000		15,993,778
0.88%, 8/22/12		15,355,000		15,416,496
1.75%, 8/22/12		2,345,000		2,364,851
0.28%, 9/7/12		5,000,000		5,000,820
2.00%, 9/14/12		6,265,000		6,334,726
0.35%, 11/2/12		3,000,000		3,001,384
1.76%, 11/5/12		2,200,000		2,226,617
4.50%, 11/15/12		5,650,000		5,839,412
1.63%, 11/21/12		6,975,000		7,054,429
1.75%, 12/14/12		8,000,000		8,108,545
1.50%, 1/16/13		26,235,000		26,567,623
				234,139,955

Continued

Institutional Government Money Market

Schedule of Investments, continued

January 31, 2012 (Unaudited)


	Principal Amount		Value

U.S. Government Agencies, continued
Freddie Mac (12.1%)
0.25%, 2/16/12 ^(a)	$	11,455,000	$	11,455,049
4.75%, 3/5/12		12,770,000		12,821,774
0.15%, 3/14/12 **		12,400,000		12,397,830
2.13%, 3/23/12		13,699,000		13,734,748
0.27%, 4/3/12, (Next Reset: 2/3/12) ^(a)		7,705,000		7,705,411
1.75%, 6/15/12		14,657,000		14,740,694
0.15%, 8/6/12 **		15,000,000		14,988,702
0.26%, 8/10/12, (Next Reset: 2/10/12) ^(a)		1,600,000		1,600,011
0.23%, 10/12/12, (Next Reset: 2/1/12) ^(a)		21,175,000		21,176,935
0.12%, 11/13/12 **		15,000,000		14,985,700
0.52%, 11/26/12		2,800,000		2,807,943
0.38%, 11/30/12		4,580,000		4,588,443
0.28%, 1/10/13, (Next Reset: 2/1/12) ^(a)		18,395,000		18,412,498
4.50%, 1/15/13		4,253,000		4,428,172
0.12%, 9/15/38, (Next Reset: 2/2/12) ^(a)		18,110,000		18,110,000
0.25%, 7/15/43, (Next Reset: 2/2/12) ^(a)		6,635,000		6,635,000
				180,588,910

Overseas Private Investment Corp. ^(a)(2.8%)
0.09%, 12/17/12, (Next Reset: 2/1/12)		9,907,833		9,907,833
0.09%, 3/15/24, (Next Reset: 2/1/12)		32,603,831		32,603,831
				42,511,664

Straight-A Funding LLC ^(b)(4.2%)**
0.19%, 2/1/12		20,000,000		20,000,000
0.19%, 2/6/12		10,000,000		9,999,736
0.16%, 3/7/12		15,000,000		14,997,666
0.19%, 4/4/12		10,000,000		9,996,675
0.19%, 4/5/12		7,500,000		7,497,467
				62,491,544

Total U.S. Government Agencies				780,916,918


	Shares
Money Markets ^(c)(0.0%)
AIM STIT Government & Agency Portfolio		124,199	124,199
Goldman Sachs Financial Square Government Fund		287,040	287,040

Total Money Markets			411,239

Continued

Institutional Government Money Market

Schedule of Investments, continued

January 31, 2012 (Unaudited)


	Principal Amount		Value

Repurchase Agreements (34.6%)
Bank of America Securities, LLC, 0.17%, dated 1/31/12, due 2/1/12, (Repurchase proceeds, $75,000,354, Collateralized by U.S. Treasury Security, 3.75%, 11/15/18, value $76,500,078)	$	75,000,000	$	75,000,000
BMO Nesbitt Burns, 0.21%, dated 1/31/12, due 2/1/12, (Repurchase proceeds, $170,000,992, Collateralized by U.S. Treasury Securities, 0.13%–1.75%, 4/15/13–9/30/13, value $173,400,039)		170,000,000		170,000,000
Deutsche Bank, 0.22%, dated 1/31/12, due 2/1/12, (Repurchase proceeds, $70,000,428, Collateralized by Fannie Mae and Freddie Mac, 2.00%–5.13%, 7/15/12–5/04/17, value $71,400,948)		70,000,000		70,000,000
Goldman Sachs, 0.20%, dated 1/31/12, due 2/1/12, (Repurchase proceeds, $100,000,556, Collateralized by U.S. Treasury Security, 2.00%, 7/15/14, value $102,000,028)		100,000,000		100,000,000
Toronto Dominion, 0.18%, dated 1/31/12, due 2/1/12, (Repurchase proceeds, $40,000,200, Collateralized by U.S. Treasury Security, 2.38%, 1/15/27, value $40,800,003)		40,000,000		40,000,000
UBS Investment Bank, 0.22%, dated 1/31/12, due 2/1/12, (Repurchase proceeds, $62,758,384, Collateralized by U.S. Treasury Security, 4.75%, 2/15/41, value $64,013,169)		62,758,000		62,758,000

Total Repurchase Agreements				517,758,000

Total Investments (Cost $1,507,246,550) † – 100.8%				1,507,246,550

Liabilities in excess of other assets – (0.8)%				(11,378,687	)

NET ASSETS – 100.0%			$	1,495,867,863


Notes to Schedule of Investments

**	Rate represents the effective yield at purchase.

†	Also represents cost for federal income tax purposes.

(a)	Variable rate security. Rate presented represents rate in effect at January 31, 2012.

(b)	Rule 144A, Section 4(2) or other security which is restricted as to resale to institutional investors. The Fund’s advisor has deemed this security to be liquid based upon procedures approved by the Board of Trustees.

(c)	Investment is in Institutional Shares of underlying fund/portfolio.

(d)	FDIC guaranteed through Treasury Liquidity Guarantee Program.

See notes to schedules of investments and notes to financial statements.

U.S. Treasury Money Market

Schedule of Investments

January 31, 2012 (Unaudited)


	Principal Amount		Value
Corporate Bonds ^(c)(8.2%)
U.S. Government Agencies (8.2%)
Bank of America Corp., 3.13%, 6/15/12	$	23,554,000	$	23,806,241
Citibank NA, 0.57%, 9/21/12, (Next Reset: 3/21/12) ^(a)		11,200,000		11,205,518
Citigroup Funding, Inc., 2.13%, 7/12/12		15,000,000		15,127,162
General Electric Capital Corp., 0.84%, 6/8/12, (Next Reset: 3/8/12) ^(a)		5,960,000		5,968,190
General Electric Capital Corp., 2.00%, 9/28/12		22,655,000		22,922,534
John Deere Capital Corp., 2.88%, 6/19/12		7,000,000		7,069,005

Total Corporate Bonds				86,098,650

U.S. Government Agencies (2.9%)
Overseas Private Investment Corp. (2.9%)
0.08%, 12/15/19, (Next Reset: 2/1/12) ^(a)		30,000,000		30,000,000

Total U.S. Government Agencies				30,000,000

U.S. Treasury Notes (24.5%)
1.38%, 2/15/12		30,000,000		30,013,231
1.38%, 3/15/12		30,000,000		30,044,401
1.00%, 4/30/12		45,000,000		45,090,529
0.75%, 5/31/12		30,000,000		30,061,224
1.88%, 6/15/12		20,000,000		20,129,358
1.75%, 8/15/12		40,000,000		40,348,951
0.38%, 10/31/12		30,000,000		30,049,320
3.38%, 11/30/12		30,000,000		30,804,716

Total U.S. Treasury Notes				256,541,730


	Shares
Money Markets ^(b)(0.3%)
AIM STIT Treasury Portfolio		602,616	602,616
Goldman Sachs Financial Square Funds Treasury Obligations Fund		1,908,294	1,908,294

Total Money Markets			2,510,910


	Principal Amount
Repurchase Agreements (64.0%)
BMO Nesbitt Burns, 0.20%, dated 1/31/12, due 2/1/12, (Repurchase proceeds, $200,001,111, Collateralized by U.S. Treasury Securities, 0.13%–3.88%, 9/30/13–8/15/40, value $204,000,046)	$	200,000,000	200,000,000

Continued

U.S. Treasury Money Market

Schedule of Investments, continued

January 31, 2012 (Unaudited)


	Principal Amount		Value
Repurchase Agreements, continued
Deutsche Bank, 0.20%, dated 1/31/12, due 2/1/12, (Repurchase proceeds, $150,000,833, Collateralized by U.S. Treasury Security, 1.38%, 11/30/18, value $153,000,003)	$	150,000,000	$	150,000,000
Toronto Dominion, 0.18%, dated 1/31/12, due 2/1/12, (Repurchase proceeds, $215,001,075, Collateralized by U.S. Treasury Security, 2.13%, 2/15/40, value $219,300,001)		215,000,000		215,000,000
UBS Investment Bank, 0.20%, dated 1/31/12, due 2/1/12, (Repurchase proceeds, $105,092,584, Collateralized by U.S. Treasury Securities, 3.38%–4.00%, 6/30/13–2/15/15, value $107,193,858)		105,092,000		105,092,000

Total Repurchase Agreements				670,092,000

Total Investments (Cost $1,045,243,290) † – 99.9%				1,045,243,290

Other assets in excess of liabilities – 0.1%				1,225,637

NET ASSETS – 100.0%			$	1,046,468,927

Notes to Schedule of Investments


†	Also represents cost for federal income tax purposes.

(a)	Variable rate security. Rate presented represents rate in effect at January 31, 2012.

(b)	Investment is in Institutional Shares of underlying fund/portfolio.

(c)	FDIC guaranteed through Treasury Liquidity Guarantee Program.

See notes to schedules of investments and notes to financial statements.

This page intentionally left blank.

Fifth Third Funds

Statements of Assets and Liabilities

January 31, 2012 (Unaudited)


	Prime Money Market
Assets:
Investments, at amortized cost and value	$	735,344,472
Repurchase agreements, at cost and value		130,861,000
Total Investments		866,205,472
Cash		7,512,820
Interest receivable		1,389,085
Receivable for Fund shares sold		70,150
Receivable from Advisor and affiliates		750,809
Prepaid expenses and other assets		63,821
Total Assets		875,992,157
Liabilities:
Distributions payable		3,890
Payable for investments purchased		12,519,131
Payable for Fund shares redeemed		76,399
Accrued expenses and other payables:
Distribution and administrative servicing fee		888,790
Other		56,191
Total Liabilities		13,544,401
Net Assets:
Paid-in Capital	$	863,046,678
Accumulated net investment income (loss)		2,008
Accumulated net realized gain (loss) from investment transactions		(600,930	)
Net Assets	$	862,447,756
Net Assets:
Institutional Shares	$	497,609,825
Class A Shares		364,452,968
Class B Shares		295,077
Class C Shares		89,886
Select Shares		NA
Preferred Shares		NA
Trust Shares		NA
Total	$	862,447,756
Shares of beneficial interest outstanding (unlimited number of shares authorized, no par value):
Institutional Shares		498,057,923
Class A Shares		364,785,363
Class B Shares		295,348
Class C Shares		89,967
Select Shares		NA
Preferred Shares		NA
Trust Shares		NA
Total		863,228,601
Net Asset Value
Offering and redemption price per share – Institutional Shares, Class A Shares, Class B Shares, Class C Shares, Select Shares, Preferred Shares and Trust Shares ^(a)	$	1.00


(a)	Redemption price per share for Class B Shares and Class C Shares varies by length of time shares are held.

See notes to financial statements.

Fifth Third Funds

Statements of Assets and Liabilities

January 31, 2012 (Unaudited)


Institutional Money Market			Institutional Government Money Market			U.S. Treasury Money Market

$	1,782,422,013		$	989,488,550		$	375,151,290
	203,392,000			517,758,000			670,092,000
	1,985,814,013			1,507,246,550			1,045,243,290

	341			995			284
	3,574,450			2,002,599			1,390,148
	32,097			606,084			14,728
	86,504			412,800			408,667
	151,584			121,424			107,454
	1,989,658,989			1,510,390,452			1,047,164,571

	49,387			7,308			6,619
	39,013,336			13,943,496			52
	550,073			–			212,717

	359,856			527,903			441,508
	49,843			43,882			34,748
	40,022,495			14,522,589			695,644

$	1,952,081,423		$	1,495,850,247		$	1,046,457,315
	(29	)		(366	)		8,755
	(2,444,900	)		17,982			2,857
$	1,949,636,494		$	1,495,867,863		$	1,046,468,927

$	1,470,983,031		$	1,016,381,617		$	661,123,980
	NA			NA			NA
	NA			NA			NA
	NA			NA			NA
	183,463,926			40,265,447			16,312,684
	81,868,307			330,307,424			298,137,003
	213,321,230			108,913,375			70,895,260
$	1,949,636,494		$	1,495,867,863		$	1,046,468,927


	1,472,843,702			1,016,389,142			661,013,418
	NA			NA			NA
	NA			NA			NA
	NA			NA			NA
	183,686,786			40,265,742			16,309,922
	81,982,851			330,310,083			298,087,143
	213,581,421			108,914,128			70,883,404
	1,952,094,760			1,495,879,095			1,046,293,887



$	1.00		$	1.00		$	1.00

See notes to financial statements.

Fifth Third Funds

Statements of Operations

For the six months ended January 31, 2012 (Unaudited)


	Prime Money Market
Investment Income:
Interest income	$	1,074,365
Dividend income		5,523
Total Income		1,079,888

Expenses:
Investment advisory fees		1,709,236
Administration fees		746,833
Distribution servicing fees – Class A Shares		450,607
Distribution servicing fees – Class B Shares		1,871
Distribution servicing fees – Class C Shares		324
Administrative servicing fees – Class C Shares		108
Administrative servicing fees – Select Shares		NA
Administrative servicing fees – Preferred Shares		NA
Administrative servicing fees – Trust Shares		NA
Accounting fees		106,317
Registration and filing fees		23,669
Transfer and dividend disbursing agent fees		39,974
Custody fees		15,307
Trustees’ fees and expenses		31,991
Professional fees		22,402
Printing expense		27,193
Other expenses		37,493
Total expenses		3,213,325
Less: Waiver and/or reimbursement from Advisor and/or affiliates		(1,724,298	)
Distribution/servicing fees waived		(452,909	)
Net Expenses		1,036,118

Net Investment Income		43,770
Net realized gains on investments		9,237
Change in net assets resulting from operations	$	53,007

See notes to financial statements.

Fifth Third Funds

Statements of Operations

For the six months ended January 31, 2012 (Unaudited)


Institutional Money Market			Institutional Government Money Market			U.S. Treasury Money Market

$	2,661,924		$	1,188,819		$	646,068
	9,111			23,452			16,506
	2,671,035			1,212,271			662,574

	4,115,292			3,064,886			2,450,104
	1,798,087			1,339,153			1,070,524
	NA			NA			NA
	NA			NA			NA
	NA			NA			NA
	NA			NA			NA
	82,586			15,729			8,661
	44,753			255,235			188,910
	265,160			125,060			99,879
	172,256			143,966			126,999
	24,087			17,986			17,155
	58,875			42,155			32,864
	24,810			21,496			19,214
	83,818			58,849			46,045
	45,564			34,505			28,691
	2,281			1,254			1,066
	130,024			92,945			86,202
	6,847,593			5,213,219			4,176,314
	(4,290,426	)		(3,682,243	)		(3,277,768	)
	(297,650	)		(395,889	)		(297,429	)
	2,259,517			1,135,087			601,117

	411,518			77,184			61,457
	20,261			18,964			2,857
$	431,779		$	96,148		$	64,314

See notes to financial statements.

Fifth Third Funds

Statements of Changes in Net Assets


	Prime Money Market
	Six months ended January 31, 2012 (a)			Year ended July 31, 2011
Change in Net Assets:
Operations:
Net investment income	$	43,770		$	91,405
Net realized gains on investment transactions		9,237			32,648
Payment by Affiliate *		–			650,000
Change in net assets resulting from operations		53,007			774,053

Distributions to shareholders from net investment income:
Institutional Shares		(26,075	)		(124,615	)
Class A Shares		(19,081	)		(104,602	)
Class B Shares		(20	)		(259	)
Class C Shares		(5	)		(55	)
Select Shares		NA			NA
Preferred Shares		NA			NA
Trust Shares		NA			NA
Change in net assets from Fund shareholder distributions		(45,181	)		(229,531	)

Change in net assets from fund share transactions		2,578,679			(55,123,026	)
Change in net assets		2,586,505			(54,578,504	)

Net Assets:
Beginning of period		859,861,251			914,439,755
End of period	$	862,447,756		$	859,861,251

Accumulated net investment income/(loss)	$	2,008		$	3,419

*	See Note 4
(a)	Unaudited

See notes to financial statements.

Fifth Third Funds

Statements of Changes in Net Assets


Institutional Money Market						Institutional Government Money Market						U.S. Treasury Money Market
Six months ended January 31, 2012 (a)			Year ended July 31, 2011			Six months ended January 31, 2012 (a)			Year ended July 31, 2011			Six months ended January 31, 2012 (a)			Year ended July 31, 2011

$	411,518		$	1,906,825		$	77,184		$	468,761		$	61,457		$	213,270
	20,261			177,882			18,964			15,774			2,857			6,336
	–			–			–			–			–			–
	431,779			2,084,707			96,148			484,535			64,314			219,606
��

	(391,005	)		(1,875,344	)		(54,744	)		(447,480	)		(43,740	)		(216,690	)
	NA			NA			NA			NA			NA			NA
	NA			NA			NA			NA			NA			NA
	NA			NA			NA			NA			NA			NA
	(10,770	)		(39,726	)		(2,035	)		(8,952	)		(1,085	)		(758	)
	(3,104	)		(8,339	)		(17,659	)		(31,773	)		(12,627	)		(31,978	)
	(11,132	)		(26,234	)		(5,180	)		(14,117	)		(4,006	)		(10,635	)
	(416,011	)		(1,949,643	)		(79,618	)		(502,322	)		(61,458	)		(260,061	)

	(72,322,220	)		(1,250,871,005	)		3,072,505			(589,178,442	)		(75,208,122	)		(298,150,737	)
	(72,306,452	)		(1,250,735,941	)		3,089,035			(589,196,229	)		(75,205,266	)		(298,191,192	)


	2,021,942,946			3,272,678,887			1,492,778,828			2,081,975,057			1,121,674,193			1,419,865,385
$	1,949,636,494		$	2,021,942,946		$	1,495,867,863		$	1,492,778,828		$	1,046,468,927		$	1,121,674,193

$	(29	)	$	4,464		$	(366	)	$	2,068		$	8,755		$	8,756

See notes to financial statements.

Fifth Third Funds

Statements of Changes in Net Assets, continued –

Fund Share Transactions


	Prime Money Market
	Six months ended January 31, 2012 (a)			Year ended July 31, 2011
Share Transactions: *
Institutional Shares
Shares issued		377,343,883			949,465,712
Dividends reinvested		5,580			27,388
Shares redeemed		(371,347,551	)		(941,626,584	)
Total Institutional Shares		6,001,912			7,866,516
Class A Shares
Shares issued		113,879,165			262,242,711
Dividends reinvested		18,986			104,478
Shares redeemed		(117,060,184	)		(324,701,504	)
Total Class A Shares		(3,162,033	)		(62,354,315	)
Class B Shares
Shares issued		21,272			92,132
Dividends reinvested		8			81
Shares redeemed		(290,598	)		(707,194	)
Total Class B Shares		(269,318	)		(614,981	)
Class C Shares
Shares issued		40,679			331,931
Dividends reinvested		1			39
Shares redeemed		(32,562	)		(347,895	)
Total Class C Shares		8,118			(15,925	)
Select Shares
Shares issued		NA			NA
Dividends reinvested		NA			NA
Shares redeemed		NA			NA
Total Select Shares		NA			NA
Preferred Shares
Shares issued		NA			NA
Dividends reinvested		NA			NA
Shares redeemed		NA			NA
Total Preferred Shares		NA			NA
Trust Shares
Shares issued		NA			NA
Dividends reinvested		NA			NA
Shares redeemed		NA			NA
Total Trust Shares		NA			NA


(a)	Unaudited
*	Share transactions are at a Net Asset Value of $1.00 per share.

See notes to financial statements.

Fifth Third Funds

Statements of Changes in Net Assets, continued –

Fund Share Transactions


Institutional Money Market					Institutional Government Money Market						U.S. Treasury Money Market
Six months ended January 31, 2012 (a)		Year ended July 31, 2011			Six months ended January 31, 2012 (a)			Year ended July 31, 2011			Six months ended January 31, 2012 (a)			Year ended July 31, 2011

3,171,255,958			10,005,681,172			1,956,865,212			6,159,709,474			1,357,153,815			2,919,416,252
150,648			826,875			18,359			131,479			10,751			64,865
(3,259,676,331	)		(11,274,071,754	)		(2,014,827,791	)		(6,739,982,764	)		(1,487,907,061	)		(3,272,270,407	)
(88,269,725	)		(1,267,563,707	)		(57,944,220	)		(580,141,811	)		(130,742,495	)		(352,789,290	)

NA			NA			NA			NA			NA			NA
NA			NA			NA			NA			NA			NA
NA			NA			NA			NA			NA			NA
NA			NA			NA			NA			NA			NA

NA			NA			NA			NA			NA			NA
NA			NA			NA			NA			NA			NA
NA			NA			NA			NA			NA			NA
NA			NA			NA			NA			NA			NA

NA			NA			NA			NA			NA			NA
NA			NA			NA			NA			NA			NA
NA			NA			NA			NA			NA			NA
NA			NA			NA			NA			NA			NA

911,529,587			1,280,392,595			43,819,567			687,222,679			189,487,403			4,808,446
5,025			19,593			1,020			6,161			104			284
(923,480,591	)		(1,189,303,590	)		(44,660,402	)		(703,923,874	)		(176,003,026	)		(11,181,356	)
(11,945,979	)		91,108,598			(839,815	)		(16,695,034	)		13,484,481			(6,372,626	)

201,144,767			506,659,185			555,648,938			1,379,684,972			368,792,895			761,590,089
2,586			6,693			13,595			19,660			6,054			12,847
(170,276,616	)		(579,350,180	)		(509,421,339	)		(1,333,259,704	)		(329,466,605	)		(690,941,994	)
30,870,737			(72,684,302	)		46,241,194			46,444,928			39,332,344			70,660,942

197,461,702			248,820,015			124,761,780			220,455,087			158,755,643			389,498,992
1,267			2,922			956			2,083			–			–
(200,440,223	)		(250,554,531	)		(109,147,390	)		(259,243,695	)		(156,038,095	)		(399,148,755	)
(2,977,254	)		(1,731,594	)		15,615,346			(38,786,525	)		2,717,548			(9,649,763	)

See notes to financial statements.

Fifth Third Funds

Financial Highlights

(For a share of beneficial interest outstanding throughout each period)


	Net Asset Value, Beginning of Period	Net Investment Income		Net Realized and Unrealized Gains/ (Losses) from Investments	Less Distributions to Shareholders
Prime Money Market Institutional Shares
Six months ended 1/31/12 ~	$1.00	–	^∆	–^	–	^
Year ended 7/31/11	$1.00	–	^∆	–^	–	^
Year ended 7/31/10	$1.00	–	^∆	–^	–	^
Year ended 7/31/09	$1.00	0.01	∆	–^	(0.01	)
Year ended 7/31/08	$1.00	0.04	∆	–^	(0.04	)
Year ended 7/31/07	$1.00	0.05	∆@	–^	(0.05	)
Prime Money Market Class A Shares
Six months ended 1/31/12 ~	$1.00	–	^∆	–^	–	^
Year ended 7/31/11	$1.00	–	^∆	–^	–	^
Year ended 7/31/10	$1.00	–	^∆	–^	–	^
Year ended 7/31/09	$1.00	0.01	∆	–^	(0.01	)
Year ended 7/31/08	$1.00	0.03	∆	–^	(0.03	)
Year ended 7/31/07	$1.00	0.05	∆@	–^	(0.05	)
Prime Money Market Class B Shares
Six months ended 1/31/12 ~	$1.00	–	^∆	–^	–	^
Year ended 7/31/11	$1.00	–	^∆	–^	–	^
Year ended 7/31/10	$1.00	–	^∆	–^	–	^
Year ended 7/31/09	$1.00	0.01	∆	–^	(0.01	)
Year ended 7/31/08	$1.00	0.03	∆	–^	(0.03	)
Year ended 7/31/07	$1.00	0.04	∆@	–^	(0.04	)
Prime Money Market Class C Shares
Six months ended 1/31/12 ~	$1.00	–	^∆	–^	–	^
Year ended 7/31/11	$1.00	–	^∆	–^	–	^
Year ended 7/31/10	$1.00	–	^∆	–^	–	^
Year ended 7/31/09	$1.00	0.01	∆	–^	(0.01	)
Year ended 7/31/08	$1.00	0.03	∆	–^	(0.03	)
Year ended 7/31/07	$1.00	0.04	∆@	–^	(0.04	)

See notes to financial highlights and notes to financial statements.

Fifth Third Funds

Financial Highlights

(For a share of beneficial interest outstanding throughout each period)


			Ratios/Supplemental Data
Net Asset Value, End of Period	Total Return		Net Assets, End of Period (000’s)		Ratios of Expenses to Average Net Assets (a)		Ratios of Expenses to Average Net Assets (b)		Ratios of Net Investment Income to Average Net Assets

$1.00	0.01	%*	$	497,610	0.65	%**	0.24	%**†	0.01	%**
$1.00	0.03	%#	$	491,605	0.64	%	0.28	%†	0.01	%
$1.00	0.02	%	$	483,486	0.64	%Ω	0.38	%Ω†	0.02	%
$1.00	1.23	%	$	723,024	0.66	%Ω	0.58	%Ω	1.29	%
$1.00	3.65	%	$	892,765	0.66	%	0.54	%	3.44	%
$1.00	4.94	%	$	605,987	0.66	%	0.54	%	4.82	%

$1.00	0.01	%*	$	364,453	0.90	%**	0.24	%**†	0.01	%**
$1.00	0.03	%#	$	367,610	0.89	%	0.28	%†	0.01	%
$1.00	0.02	%	$	429,678	0.89	%Ω	0.38	%Ω†	0.02	%
$1.00	0.99	%	$	537,555	0.91	%Ω	0.81	%Ω†	1.06	%
$1.00	3.40	%	$	721,478	0.91	%	0.79	%	3.22	%
$1.00	4.67	%	$	625,362	0.91	%	0.79	%	4.57	%

$1.00	0.01	%*	$	295	1.65	%**	0.24	%**†	0.01	%**
$1.00	0.03	%#	$	564	1.64	%	0.29	%†	0.01	%
$1.00	0.02	%	$	1,178	1.64	%Ω	0.40	%Ω†	0.01	%
$1.00	0.52	%	$	2,600	1.67	%Ω	1.29	%Ω†	0.52	%
$1.00	2.62	%	$	2,390	1.66	%	1.54	%	2.40	%
$1.00	3.90	%	$	1,468	1.66	%	1.54	%	3.83	%

$1.00	0.01	%*	$	90	1.65	%**	0.24	%**†	0.01	%**
$1.00	0.03	%#	$	82	1.64	%	0.29	%†	0.01	%
$1.00	0.02	%	$	98	1.66	%Ω	0.47	%Ω†	0.01	%
$1.00	0.52	%	$	855	1.66	%Ω	1.31	%Ω†	0.58	%
$1.00	2.63	%	$	1,103	1.66	%	1.54	%	2.53	%
$1.00	3.90	%	$	1,066	1.66	%	1.54	%	3.82	%

See notes to financial highlights and notes to financial statements.

Fifth Third Funds

Financial Highlights, continued

(For a share of beneficial interest outstanding throughout each period)

	Net Asset Value, Beginning of Period	Net Investment Income		Net Realized and Unrealized Gains/ (Losses) from Investments	Less Distributions to Shareholders
Institutional Money Market Institutional Shares
Six months ended 1/31/12 ~	$1.00	–	^D	–^	–	^
Year ended 7/31/11	$1.00	–	^D	–^	–	^
Year ended 7/31/10	$1.00	–	^D	–^	–	^
Year ended 7/31/09	$1.00	0.01	D	–^	(0.01	)
Year ended 7/31/08	$1.00	0.04	D	–^	(0.04	)
Year ended 7/31/07	$1.00	0.05	D	–^	(0.05	)
Institutional Money Market Select Shares
Six months ended 1/31/12 ~	$1.00	–	^D	–^	–	^
Year ended 7/31/11	$1.00	–	^D	–^	–	^
Year ended 7/31/10	$1.00	–	^D	–^	–	^
Year ended 7/31/09	$1.00	0.01	D	–^	(0.01	)
Year ended 7/31/08	$1.00	0.04	D	–^	(0.04	)
Year ended 7/31/07	$1.00	0.05	D	–^	(0.05	)
Institutional Money Market Preferred Shares
Six months ended 1/31/12 ~	$1.00	–	^D	–^	–	^
Year ended 7/31/11	$1.00	–	^D	–^	–	^
Year ended 7/31/10	$1.00	–	^D	–^	–	^
Year ended 7/31/09	$1.00	0.01	D	–^	(0.01	)
Year ended 7/31/08	$1.00	0.04	D	–^	(0.04	)
Year ended 7/31/07	$1.00	0.05	D	–^	(0.05	)
Institutional Money Market Trust Shares
Six months ended 1/31/12 ~	$1.00	–	^D	–^	–	^
Year ended 7/31/11	$1.00	–	^D	–^	–	^
Year ended 7/31/10	$1.00	–	^D	–^	–	^
Year ended 7/31/09	$1.00	0.01	D	–^	(0.01	)
Year ended 7/31/08	$1.00	0.04	D	–^	(0.04	)
Year ended 7/31/07	$1.00	0.05	D	–^	(0.05	)

See notes to financial highlights and notes to financial statements.

Fifth Third Funds

Financial Highlights, continued

(For a share of beneficial interest outstanding throughout each period)


			Ratios/Supplemental Data
Net Asset Value, End of Period	Total Return		Net Assets, End of Period (000’s)		Ratios of Expenses to Average Net Assets (a)		Ratios of Expenses to Average Net Assets (b)		Ratios of Net Investment Income to Average Net Assets


$1.00	0.03	%*	$	1,470,983	0.63	%**	0.21	%**†	0.05	%**
$1.00	0.09	%	$	1,559,205	0.62	%	0.21	%†	0.09	%
$1.00	0.14	%	$	2,826,419	0.62	%Ω	0.21	%Ω	0.14	%
$1.00	1.53	%	$	2,507,708	0.64	%Ω	0.24	%Ω	1.45	%
$1.00	3.96	%	$	2,380,397	0.64	%	0.21	%	3.82	%
$1.00	5.27	%	$	1,687,392	0.64	%	0.21	%	5.14	%


$1.00	0.01	%*	$	183,464	0.71	%**	0.25	%**†	0.01	%**
$1.00	0.02	%	$	195,394	0.70	%	0.27	%†	0.02	%
$1.00	0.06	%	$	104,438	0.70	%Ω	0.29	%Ω†	0.06	%
$1.00	1.45	%	$	117,441	0.72	%Ω	0.32	%Ω	1.48	%
$1.00	3.87	%	$	110,410	0.73	%	0.29	%	3.47	%
$1.00	5.19	%	$	59,901	0.72	%	0.28	%	5.07	%


$1.00	0.01	%*	$	81,868	0.78	%**	0.25	%**†	0.01	%**
$1.00	0.01	%	$	51,050	0.77	%	0.29	%†	0.01	%
$1.00	0.02	%	$	123,711	0.77	%Ω	0.33	%Ω†	0.03	%
$1.00	1.38	%	$	165,806	0.79	%Ω	0.39	%Ω	1.32	%
$1.00	3.80	%	$	121,489	0.79	%	0.36	%	3.66	%
$1.00	5.12	%	$	87,627	0.79	%	0.35	%	5.00	%


$1.00	0.01	%*	$	213,321	0.88	%**	0.25	%**†	0.01	%**
$1.00	0.01	%	$	216,294	0.87	%	0.28	%†	0.01	%
$1.00	0.01	%	$	218,111	0.87	%Ω	0.34	%Ω†	0.01	%
$1.00	1.28	%	$	317,382	0.89	%Ω	0.49	%Ω	1.26	%
$1.00	3.70	%	$	311,528	0.89	%	0.46	%	3.60	%
$1.00	5.01	%	$	230,909	0.89	%	0.45	%	4.90	%

See notes to financial highlights and notes to financial statements.

Fifth Third Funds

Financial Highlights, continued

(For a share of beneficial interest outstanding throughout each period)

Net Asset
Value,
Beginning
of Period

Net
Investment
Income

Net
Realized and
Unrealized
Gains/
(Losses) from
Investments

Less
Distributions
to
Shareholders

Institutional Government Money Market

Institutional Shares

Six months ended 1/31/12 ~

$1.00

–

^∆

–^

–

Year ended 7/31/11

$1.00

–

^∆

–^

–

Year ended 7/31/10

$1.00

–

^∆

–^

–

Year ended 7/31/09

$1.00

0.01

∆

–^

(0.01

)

Year ended 7/31/08

$1.00

0.04

∆

–^

(0.04

)

Year ended 7/31/07

$1.00

0.05

∆

–^

(0.05

)

Institutional Government Money Market

Select Shares

Six months ended 1/31/12 ~

$1.00

–

^∆

–^

–

Year ended 7/31/11

$1.00

–

^∆

–^

–

Year ended 7/31/10

$1.00

–

^∆

–^

–

Year ended 7/31/09

$1.00

0.01

∆

–^

(0.01

)

Year ended 7/31/08

$1.00

0.04

∆

–^

(0.04

)

Year ended 7/31/07

$1.00

0.05

∆

–^

(0.05

)

Institutional Government Money Market

Preferred Shares

Six months ended 1/31/12 ~

$1.00

–

^∆

–^

–

Year ended 7/31/11

$1.00

–

^∆

–^

–

Year ended 7/31/10

$1.00

–

^∆

–^

–

Year ended 7/31/09

$1.00

0.01

∆

–^

(0.01

)

Year ended 7/31/08

$1.00

0.03

∆

–^

(0.03

)

Year ended 7/31/07

$1.00

0.05

∆

–^

(0.05

)

Institutional Government Money Market

Trust Shares

Six months ended 1/31/12 ~

$1.00

–

^∆

–^

–

Year ended 7/31/11

$1.00

–

^∆

–^

–

Year ended 7/31/10

$1.00

–

^∆

–^

–

Year ended 7/31/09

$1.00

0.01

∆

–^

(0.01

)

Year ended 7/31/08

$1.00

0.03

∆

–^

(0.03

)

Year ended 7/31/07

$1.00

0.05

∆

–^

(0.05

)

See notes to financial highlights and notes to financial statements.

Fifth Third Funds

Financial Highlights, continued

(For a share of beneficial interest outstanding throughout each period)


				Ratios/Supplemental Data
Net Asset Value, End of Period		Total Return		Net Assets, End of Period (000’s)			Ratios of Expenses to Average Net Assets (a)		Ratios of Expenses to Average Net Assets (b)		Ratios of Net Investment Income to Average Net Assets

	$1.00	0.01	%*		$	1,016,382	0.63	%**	0.15	%**†	0.01	%**
	$1.00	0.03	%		$	1,074,313	0.62	%	0.19	%†	0.03	%
	$1.00	0.07	%		$	1,654,462	0.62	%Ω	0.21	%Ω†	0.08	%
	$1.00	1.06	%		$	2,058,233	0.63	%Ω	0.23	%Ω	0.86	%
	$1.00	3.66	%		$	780,910	0.64	%	0.21	%	3.33	%
	$1.00	5.21	%		$	487,057	0.66	%	0.21	%	5.08	%

	$1.00	0.01	%*		$	40,266	0.71	%**	0.15	%**†	0.01	%**
	$1.00	0.01	%		$	41,105	0.70	%	0.21	%†	0.01	%
	$1.00	0.02	%		$	57,800	0.70	%Ω	0.26	%Ω†	0.03	%
	$1.00	0.98	%		$	113,374	0.71	%Ω	0.31	%Ω	0.84	%
	$1.00	3.58	%		$	43,793	0.72	%	0.29	%	2.99	%
	$1.00	5.13	%		$	13,983	0.74	%	0.29	%	5.00	%

	$1.00	0.01	%*		$	330,307	0.78	%**	0.15	%**†	0.01	%**
	$1.00	0.01	%		$	284,064	0.77	%	0.21	%†	0.01	%
	$1.00	0.01	%		$	237,627	0.77	%Ω	0.28	%Ω†	0.02	%
	$1.00	0.90	%		$	376,800	0.78	%Ω	0.38	%Ω†	0.80	%
	$1.00	3.51	%		$	245,995	0.79	%	0.36	%	3.33	%
	$1.00	5.05	%		$	225,141	0.81	%	0.36	%	4.93	%

	$1.00	0.01	%*		$	108,913	0.88	%**	0.15	%**†	0.01	%**
	$1.00	0.01	%		$	93,297	0.87	%	0.22	%†	0.01	%
	$1.00	0.01	%		$	132,086	0.87	%Ω	0.27	%Ω†	0.01	%
	$1.00	0.81	%		$	158,318	0.88	%Ω	0.47	%Ω†	0.83	%
	$1.00	3.41	%		$	219,872	0.89	%	0.46	%	3.17	%
	$1.00	4.95	%		$	128,682	0.91	%	0.46	%	4.83	%

See notes to financial highlights and notes to financial statements.

Fifth Third Funds

Financial Highlights, continued

(For a share of beneficial interest outstanding throughout each period)

Net Asset
Value,
Beginning
of Period

Net
Investment
Income

Net
Realized and
Unrealized
Gains/
(Losses) from
Investments

Less
Distributions
to
Shareholders

U.S. Treasury Money Market Institutional Shares

Six months ended 1/31/12 ~

$1.00

–

^∆

–^

–

Year ended 7/31/11

$1.00

–

^∆

–^

–

Year ended 7/31/10

$1.00

–

^∆

–^

–

Year ended 7/31/09

$1.00

0.01

∆

–^

(0.01

)

Year ended 7/31/08

$1.00

0.03

∆

–^

(0.03

)

Year ended 7/31/07

$1.00

0.05

∆@

–^

(0.05

)

U.S. Treasury Money Market Select Shares

Six months ended 1/31/12 ~

$1.00

–

^∆

–^

–

Year ended 7/31/11

$1.00

–

^∆

–^

–

Year ended 7/31/10

$1.00

–

^∆

–^

–

Year ended 7/31/09

$1.00

–

^∆

–^

–

Year ended 7/31/08

$1.00

0.03

∆

–^

(0.03

)

Year ended 7/31/07

$1.00

0.05

∆@

–^

(0.05

)

U.S. Treasury Money Market Preferred Shares

Six months ended 1/31/12 ~

$1.00

–

^∆

–^

–

Year ended 7/31/11

$1.00

–

^∆

–^

–

Year ended 7/31/10

$1.00

–

^∆

–^

–

Year ended 7/31/09

$1.00

–

^∆

–^

–

Year ended 7/31/08

$1.00

0.03

∆

–^

(0.03

)

Year ended 7/31/07

$1.00

0.05

∆@

–^

(0.05

)

U.S. Treasury Money Market Trust Shares

Six months ended 1/31/12 ~

$1.00

–

^∆

–^

–

Year ended 7/31/11

$1.00

–

^∆

–^

–

Year ended 7/31/10

$1.00

–

^∆

–^

–

Year ended 7/31/09

$1.00

–

^∆

–^

–

Year ended 7/31/08

$1.00

0.03

∆

–^

(0.03

)

Year ended 7/31/07

$1.00

0.05

∆@

–^

(0.05

)

See notes to financial highlights and notes to financial statements.

Fifth Third Funds

Financial Highlights, continued

(For a share of beneficial interest outstanding throughout each period)


				Ratios/Supplemental Data
Net Asset Value, End of Period	Total Return			Net Assets, End of Period (000’s)		Ratios of Expenses to Average Net Assets (a)			Ratios of Expenses to Average Net Assets (b)			Ratios of Net Investment Income to Average Net Assets

$1.00		0.01	%*	$	661,124		0.63	%**		0.10	%**†		0.01	%**
$1.00		0.02	%	$	791,877		0.62	%		0.17	%†		0.02	%
$1.00		0.02	%	$	1,144,686		0.63	%Ω		0.20	%Ω†		0.02	%
$1.00		0.53	%	$	1,305,329		0.65	%Ω		0.25	%Ω		0.50	%
$1.00		3.21	%	$	1,217,028		0.63	%		0.21	%		2.78	%
$1.00		5.15	%	$	420,260		0.65	%		0.21	%		5.02	%

$1.00		0.01	%*	$	16,313		0.71	%**		0.10	%**†		0.01	%**
$1.00		0.01	%	$	2,826		0.70	%		0.19	%†		0.01	%
$1.00		0.01	%	$	9,203		0.71	%Ω		0.21	%Ω†		0.02	%
$1.00		0.46	%	$	24,743		0.73	%Ω		0.33	%Ω†		0.34	%
$1.00		3.10	%	$	20,532		0.72	%		0.29	%		3.74	%
$1.00		5.06	%	$	63,885		0.73	%		0.29	%		4.93	%

$1.00		0.01	%*	$	298,137		0.78	%**		0.10	%**†		0.01	%**
$1.00		0.01	%	$	258,795		0.77	%		0.17	%†		0.01	%
$1.00		0.01	%	$	188,149		0.78	%Ω		0.20	%Ω†		0.02	%
$1.00		0.39	%	$	295,058		0.80	%Ω		0.39	%Ω†		0.42	%
$1.00		3.06	%	$	480,906		0.79	%		0.36	%		3.01	%
$1.00		4.99	%	$	472,893		0.80	%		0.36	%		4.87	%

$1.00		0.01	%*	$	70,895		0.88	%**		0.10	%**†		0.01	%**
$1.00		0.01	%	$	68,176		0.87	%		0.18	%†		0.01	%
$1.00		0.01	%	$	77,827		0.88	%Ω		0.20	%Ω†		0.02	%
$1.00		0.33	%	$	96,197		0.90	%Ω		0.46	%Ω†		0.35	%
$1.00		2.95	%	$	144,089		0.88	%		0.46	%		2.61	%
$1.00		4.88	%	$	74,548		0.90	%		0.46	%		4.77	%

See notes to financial highlights and notes to financial statements.

Fifth Third Funds

Notes to Financial Highlights


(a)	Before waivers and reimbursements.
(b)	Net of waivers and reimbursements.
~	Unaudited
^	Amount is less than $0.005.
*	Not annualized.
**	Annualized.
∆	Average shares method used in calculation.
@	During the year ended July 31, 2007, the Advisor paid money to certain Funds related to an SEC investigation on Citi (formerly BISYS Fund Services), a former service provider to the Funds. See Note 4 in Notes to Financial Statements for further information. Net Investment Income per share in these Financial Highlights includes the impact of this payment however the amount per share is less than $.005. The Funds distributed the income related to this payment after July 31, 2007. This payment into the Funds had no impact on total return for the year ended July 31, 2007.
Ω	Includes expense for the U.S. Department of the Treasury’s Temporary Guarantee Program for Money Market Funds. This expense is being borne by the Funds without regard to any expense limitation currently in effect.


	Year ended 7/31/2010		Year ended 7/31/2009
Prime Money Market	0.01	%	0.04%
Institutional Money Market	–	^	0.03%
Institutional Government Money Market	–	^	0.02%
U.S. Treasury Money Market	0.01	%	0.04%


	^ Amount is less than 0.005%.

†	The Advisor waived additional expenses to maintain a competitive yield as follows:


	Period ended 1/31/12		Year ended 7/31/2011		Year ended 7/31/2010		Year ended 7/31/2009
Prime Money Market
Institutional Shares	0.30	%	0.26	%	0.17	%	–
Class A Shares	0.55	%	0.51	%	0.42	%	0.02	%
Class B Shares	1.30	%	1.25	%	1.15	%	0.29	%
Class C Shares	1.30	%	1.25	%	1.10	%	0.27	%
Institutional Money Market
Institutional Shares	–	^	–	^	–	^	–
Select Shares	0.04	%	0.02	%	–	^	–
Preferred Shares	0.11	%	0.07	%	0.03	%	–
Trust Shares	0.21	%	0.18	%	0.12	%	–	^
Institutional Government
Money Market
Institutional Shares	0.06	%	0.02	%	–	^	–
Select Shares	0.14	%	0.08	%	0.03	%	–
Preferred Shares	0.21	%	0.15	%	0.08	%	0.01	%
Trust Shares	0.31	%	0.24	%	0.19	%	0.01	%
U.S. Treasury Money Market
Institutional Shares	0.11	%	0.04	%	0.02	%	–
Select Shares	0.19	%	0.10	%	0.09	%	–	^
Preferred Shares	0.26	%	0.19	%	0.17	%	0.01	%
Trust Shares	0.36	%	0.28	%	0.27	%	0.04	%


	^ Amount is less than 0.005%.

#	During the year ended July 31, 2011, the Advisor made a Voluntary Capital Contribution to Prime Money Market. See Note 4 in Notes to Financial Statements for further information. The per share impact of this payment is less than $0.005. This payment into the Fund had no impact on total return for the year ended July 31, 2011.

See notes to financial statements.

Fifth Third Funds

Notes to Financial Statements

January 31, 2012 (Unaudited)

(1) Organization

The accompanying financial statements and notes relate only to the following series of the Trust, each of which is diversified (individually a “Fund” and collectively the “Funds”).

Fund Name

Fifth Third Prime Money Market Fund (“Prime Money Market”)
Fifth Third Institutional Money Market Fund (“Institutional Money Market”)
Fifth Third Institutional Government Money Market Fund (“Institutional Government Money Market”)
Fifth Third U.S. Treasury Money Market Fund (“U.S. Treasury Money Market”)

Institutional Money Market, Institutional Government Money Market and U.S. Treasury Money Market have four classes of shares: Institutional, Select, Preferred and Trust shares. Prime Money Market has four classes of shares: Institutional, Class A, Class B and Class C shares. Prime Money Market’s Class B shares are closed for purchases as of this report date. Each class of shares for each Fund has identical rights and privileges except with respect to administrative services fees paid by Class C, Select, Preferred and Trust shares, distribution services fees paid by Class A, Class B, and Class C shares, voting rights on matters affecting a single class of shares, and the exchange privileges of each class of shares.

(2) Significant Accounting Policies

Fifth Third Funds

Notes to Financial Statements, continued

January 31, 2012 (Unaudited)

decreases in net assets from operations during the period. Actual results could differ from those estimates.

Securities Valuation – All investments in securities are recorded at their estimated fair value as described in Note 10.

Distributions to Shareholders – Dividends from net investment income are declared daily and paid monthly and distributable net realized gains, if any, are declared and distributed at least annually. Dividends from net investment income and from net realized capital gains are determined in accordance with federal income tax regulations, which may differ from U.S. GAAP. These differences are primarily due to differing treatments for expiring capital loss carryforwards and deferrals of certain losses. To the extent distributions would exceed net investment income and net realized gains for tax purposes, they are reported as a return of capital. These “book/tax” differences are either considered temporary or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the composition of net assets based on their federal tax basis treatment; temporary differences do not require reclassifications.

New Accounting Pronouncements – In April 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-03 “Reconsideration of Effective Control of Repurchase Agreements”.

Fifth Third Funds

Notes to Financial Statements, continued

January 31, 2012 (Unaudited)

ASU 2011-03 is an amendment to Topic 860 “Transfers and Servicing”. These amendments simplify the accounting for repurchase agreements by eliminating the requirement that the transferor demonstrate it has adequate collateral to fund substantially all the cost of purchasing replacement assets. As a result, more arrangements could be accounted for as secured borrowings rather than sales. The guidance applies to public and nonpublic companies and is effective for interim and annual reporting periods beginning on or after December 15, 2011. The guidance should be applied prospectively to transactions or modifications of existing transactions that occur on or after the effective date. At this time, management is evaluating the implications of ASU 2011-03 and its impact on the financial statements.

In May 2011, the FASB issued ASU No. 2011-04 “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (“IFRS”)”. ASU 2011-04 includes common requirements for measurement of and disclosure about fair value between U.S. GAAP and IFRS. ASU 2011-04 will require reporting entities to disclose the following information for fair value measurements categorized within Level 3 of the fair value hierarchy: quantitative information about the unobservable inputs used in the fair value measurement, the valuation processes used by the reporting entity, and a narrative description of the sensitivity of the fair value measurement to changes in unobservable inputs and the interrelationships between those unobservable inputs. In addition, ASU 2011-04 will require reporting entities to make disclosures about amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. The new and revised disclosures are effective for interim and annual reporting periods beginning after December 15, 2011. At this time, management is evaluating the implications of ASU 2011-04 and its impact on the financial statements.

(3) Securities and Other Investments

Repurchase Agreements – The Funds may enter into repurchase agreements only with banks and other recognized financial institutions, such as broker/dealers, which are deemed by Fifth Third Asset Management, Inc. (“FTAM” or the “Advisor”) to be creditworthy. It is the policy of the Funds to require the custodian or sub-custodian bank to take possession or have legally segregated in the Federal Reserve Book Entry System, all securities segregated as collateral under repurchase agreement transactions.

Fifth Third Funds

Notes to Financial Statements, continued

January 31, 2012 (Unaudited)

Additionally, procedures have been established by the Funds to monitor, on a daily basis, the market value of each repurchase agreement’s collateral to ensure that the value of collateral at least equals the repurchase price to be paid under the relevant repurchase agreement transaction. Risks may arise from the potential inability or unwillingness of counterparties to honor the terms of a repurchase agreement. Accordingly, the Funds could receive less than the repurchase price on the sale of collateral securities.

(4) Related Party Transactions

For the six months ended January 31, 2012, the Advisor voluntarily waived the following fees:


Fund	Advisor Fee Waiver
Prime Money Market Fund		$	736,155
Institutional Money Market Fund		$	3,086,468
Institutional Government Money Market Fund		$	2,298,664
U.S. Treasury Money Market Fund		$	1,980,740

Administration Fee – FTAM is the Trust’s administrator the (“Administrator”) and generally assists in all aspects of the Trust’s administration and operations including providing the Funds with certain administrative personnel and services necessary to operate the Funds. The Administrator receives administration fees at the annual rates shown below which are computed daily on average daily net assets of the Trust; the fees are prorated among the Funds based upon their relative average daily net assets.


Administration Fee		Trust Average Daily Net Assets
0.20%		Up to $1 billion
0.18%		In excess of $1 billion up to $2 billion
0.17%		In excess of $2 billion

Fifth Third Funds

Notes to Financial Statements, continued

January 31, 2012 (Unaudited)

An annual fee of $10,000 per class, per Fund applies beyond the first four classes per Fund. Each Fund that commences operations after September 18, 2002 is subject to an annual $20,000 minimum fee. The Administrator may voluntarily choose to waive any portion of its fee. The Administrator can modify or terminate the voluntary waiver at any time at its sole discretion.

For the six months ended January 31, 2012, FTAM waived the following administration fees:


Fund	Administration Fee Waiver
Prime Money Market Fund		$	746,833
Institutional Money Market Fund		$	1,203,958
Institutional Government Money Market Fund		$	1,339,153
U.S. Treasury Money Market Fund		$	1,070,524

Expense Limitations – In its capacity as Advisor and Administrator, FTAM has entered into a contractual expense limitation agreement with the Funds. Under the terms of the expense limitation agreement, to the extent that ordinary operating expenses incurred by a Fund in any fiscal year exceed the specified expense limit for the Fund, the excess amount will be borne by FTAM. If the operating expenses are less than the specified expense limit for the Fund, FTAM shall be entitled to reimbursement of the fees waived or reduced to the extent that the operating expenses and the amount reimbursed do not exceed such expense limit for the Fund, under the period of the agreement (currently the period for the 12 months commencing November 26, 2011). Such reimbursement shall be paid only while the expense limitation agreement is in effect and only if such amount paid, together with all other amounts reimbursed under this plan in the fiscal year, does not cause the Fund to exceed the contractual expense limitation. Due to the possibility of changes in market conditions and other factors FTAM may voluntarily waive additional expenses beyond its contractual obligation. There can be no assurance that the level of waivers, reimbursements and reduction of Fund expenses reflected in the financial highlights will be maintained in the future. All waivers not recovered at the end of the period expire on November 26, 2012. The Funds’ contractual class expense limitations and reimbursement recoverable as of this report date are as follows:

Fifth Third Funds

Notes to Financial Statements, continued

January 31, 2012 (Unaudited)


	Class Expense Limitation *																					Reimbursement Recoverable **
Fund	Institutional			A			B			C			Select			Preferred			Trust			Reimbursement Recoverable **
Prime Money Market		0.54	%		0.79	%		1.54	%		1.54	%		NA			NA			NA			$	160,685
Institutional Money Market		0.21	%		NA			NA			NA			0.29	%		0.36	%		0.46	%		$	1,495,094
Institutional Government Money Market		0.21	%		NA			NA			NA			0.29	%		0.36	%		0.46	%		$	1,100,770
U.S. Treasury Money Market		0.21	%		NA			NA			NA			0.29	%		0.36	%		0.46	%		$	886,021


*	The annual limitations shown include 12b-1 or administrative services fees and are contractual.

**	The cumulative amounts waived and/or reimbursed which may be potentially recoverable by FTAM under the expense limitation agreements for the period from November 26, 2011 through January 31, 2012.

The dollar amounts of the other contractual expense reimbursements, excluding accounting and administration waivers discussed separately in this Note, were $241,310 for Prime Money Market, $44,426 for Institutional Government Money Market and $226,504 for U.S. Treasury Money Market for the six months ended January 31, 2012.


	Accounting Fee		Fund Average Daily Net Assets
	0.020%		Up to $500 million
	0.015%		In excess of $500 million up to $1 billion
	0.010%		In excess of $1 billion

In addition, a $10,000 annual flat per class, per Fund fee applies beyond the initial class of shares.

Distribution and/or Servicing Fees, Waivers – The Trust has adopted a Distribution Plan (the “Plan”) pursuant to Rule 12b-1 under the Act. FTAM Funds Distributor, Inc. is the Trust’s distributor/principal underwriter (the “Distributor”). Under the terms of the Plan, the Funds will compensate the Distributor from the net assets of the Funds’ Class A, Class B and Class C shares to finance activities intended to result in the sale of each Fund’s shares. The Plan provides that the Funds will incur fees accrued daily and

Fifth Third Funds

Notes to Financial Statements, continued

January 31, 2012 (Unaudited)

paid monthly to the Distributor at annual rates up to or equal to that shown below based on average daily net assets of the respective classes in the Plan.


	Class		Distribution/Servicing Fee
	Class A		0.25%
	Class B		1.00%
	Class C		0.75%

The Distributor may voluntarily choose to waive and/or reimburse a portion of its fee. The Distributor can modify or terminate the voluntary waiver/ reimbursement at any time at its sole discretion. The Distributor voluntarily waived fees of $452,585 in Prime Money Market during the period.

In addition, the Distributor earned contingent deferred sales commissions (CDSC) on certain redemptions of Class A, B and C shares (all of which is paid to the finance agent who financed advance commissions, as applicable, on sales of these shares). FTAM is the Class A and C advance commission finance agent. For the six months ended January 31, 2011, FTAM earned $6,254 in CDSC fees for the Trust. Affiliates of FTAM earned reallowed 12b-1 distribution/servicing fees as well as administrative servicing fees (see below) of $489,996 from the Trust for the period ended as of the report date.

Administrative Servicing Fee – The Trust has a Shareholder Servicing Plan with the Distributor with respect to Class C, Select, Preferred and Trust shares. Under the Agreement, certain administrative services, including those relating to the maintenance of shareholder accounts, were provided to these shareholders during the year. The Distributor, as well as other financial institutions (which may include affiliates of the Advisor) receives fees computed at annual rates up to those shown below, based on average daily net assets of the respective classes.


	Class		Administrative Servicing Fee
	Class C		0.25%
	Select		0.08%
	Preferred		0.15%
	Trust		0.25%

The Distributor may voluntarily choose to waive and/or reimburse a portion of its fee. The Distributor can modify or terminate this voluntary wavier/reimbursement at any time at its sole discretion.

Fifth Third Funds

Notes to Financial Statements, continued

January 31, 2012 (Unaudited)

For the six months ended January 31, 2012, the Distributor waived the following administrative servicing fees:


Fund	Administrative Servicing Fee Waiver
Prime Money Market Fund		$	324
Institutional Money Market Fund		$	297,650
Institutional Government Money Market Fund		$	395,889
U.S. Treasury Money Market Fund		$	297,429

Other – Certain officers of the Trust are also officers of FTAM and/or its affiliates. Certain non-principal officers of the Trust are also employees of the Trust’s custodian bank, State Street Bank and Trust Company (“State Street”). None of these officers are paid any fees by the Trust.

The Trust reimbursed FTAM for fees paid to a third party in connection with the negotiation of a new custody agreement. For the six months ended January 31, 2012, the fees were $13,246. The fees were allocated to each Fund based on actual expenses incurred by the Fund.

Fifth Third Funds

Notes to Financial Statements, continued

January 31, 2012 (Unaudited)

time period. The amount credited to each class of the applicable Funds was determined according to the relative net assets of such classes on the date the amounts were recognized. The amounts were allocated among the components of net assets for the fiscal year ended July 31, 2007 for each applicable Fund based upon its character for federal income tax purposes. The total returns for the year ended July 31, 2007 for each class of the applicable Funds would not have changed had the payments not been made; see the Notes to Financial Highlights.

On October 25, 2010, the Prime Money Fund received $650,000 as a non-recourse voluntary capital contribution from the Advisor’s affiliate to absorb a portion of the losses realized on the sale of certain portfolio investments. The Advisor’s affiliate did not receive any consideration in return for the capital contribution and no repayment or future consideration is expected. The amount is reflected in the Statement of Operations as a Payment by Affiliate.

(5) Line of Credit

As of February 1, 2008, the Funds have an uncommitted, unsecured line of credit facility with State Street. Under the terms of the agreement, which is renewable annually, the Funds may borrow up to $100 million in the aggregate. The purpose of the facility generally is to borrow funds if necessary to meet temporary or emergency cash needs, including to fund redemption requests that might otherwise require the untimely disposition of securities. Borrowings may not exceed 33-1/3% of a Fund’s net assets and must be repaid within 60 days. Drawn loans will be priced at a bid rate, though, in any event, not less than a fixed rate plus a spread determined by State Street. There were no borrowings against the line of credit during the six months ended January 31, 2012.

Fifth Third Funds

Notes to Financial Statements, continued

January 31, 2012 (Unaudited)

(6) Federal Tax Information

At July 31, 2011, the Funds have recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns.

The Funds file U.S. tax returns and returns in various foreign jurisdictions in which they invest. While the statute of limitations remains open to examine the Funds’ U.S. tax returns filed for the fiscal years from 2008–2010, no examinations are in progress or anticipated as of this report date. The Funds are not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

On December 22, 2010, President Obama signed into law the Regulated Investment Company Modernization Act of 2010 (the “Act”). The Act updates certain tax rules applicable to regulated investment companies (“RICs”). The various provisions of the Act will generally be effective for RICs with taxable years beginning after December 22, 2010.

The tax character of distributions paid during the fiscal years ended July 31, 2011 and 2010 was as follows:


	Ordinary Income Distributions
Fund	July 31, 2011		July 31, 2010
Prime Money Market	$	229,531	$	169,310
Institutional Money Market	$	1,949,643	$	3,752,934
Institutional Government Money Market	$	502,322	$	1,296,744
U.S. Treasury Money Market	$	260,061	$	251,187

Fifth Third Funds

Notes to Financial Statements, continued

January 31, 2012 (Unaudited)

As of July 31, 2011, the components of accumulated earnings/(deficit) on a tax basis were as follows:


Fund	Undistributed Ordinary Income		Accumulated Capital and Other Losses				Total Accumulated Earnings/ (Deficit)
Prime Money Market		$2,293		$	(610,167	)		$	(607,874	)
Institutional Money Market		$4,493		$	(2,465,161	)		$	(2,460,668	)
Institutional Government Money Market		$2,433		$	(981	)		$	1,452
U.S. Treasury Money Market		$8,756		$	–			$	8,756

As of July 31, 2011, the following Funds have net capital loss carryforwards to offset future net capital gains, if any, to the extent provided by U.S. Treasury regulations:


	Expiration Year
Fund	2014			2015		2016		2017			2018			2019		Total
Prime Money Market		$	92,314		$–		$–		$	100,645		$	9,872	$	407,336	$	610,167
Institutional Money Market		$	696		$–		$–		$	81,732		$	25,057	$	2,357,676	$	2,465,161
Institutional Government Money Market		$	–		$–		$–		$	–		$	981	$	–	$	981

During the year ended July 31, 2011, the funds used capital loss carryforwards in the following amounts:


Fund	Amount Used
Institutional Government Money Market		$	15,774

(7) Market and Credit Risk

In the normal course of business the Funds trade financial instruments and enter into financial transactions where risk of potential loss exists due to changes in the market (market risk) or failure of the other party to a transaction to perform (credit risk). Similar to credit risk, the Funds may be exposed to counterparty risk, or the risk that an institution or other entity with which the Funds have unsettled or open transactions will default. The potential loss could exceed the value of the financial assets recorded in the

Fifth Third Funds

Notes to Financial Statements, continued
January 31, 2012 (Unaudited)

financial statements. Financial assets, which potentially expose the Funds to credit risk, consist principally of cash due from counterparties and investments. The extent of the Funds’ exposure to credit and counterparty risks in respect to these financial assets approximates their carrying value as recorded in the Funds’ Statements of Assets and Liabilities.

(8) 10% Shareholders


Fund	Number of Accounts	% of Shares Outstanding
Prime Money Market Fund	2	86.18%
Institutional Money Market Fund	2	53.46%
Institutional Government Money Market Fund	3	73.00%
U.S. Treasury Money Market Fund	3	70.90%

Affiliated Shareholders

As of January 31, 2012, Fifth Third Bank and its affiliates and the retirement plans of Fifth Third Bank and its affiliates, held shares which may be redeemed at any time as detailed below:


Fund	Number of Accounts	% of Affiliated Shareholders
Prime Money Market Fund	2	86.18%
Institutional Money Market Fund	2	53.46%
Institutional Government Money Market Fund	3	73.00%
U.S. Treasury Money Market Fund	3	70.90%

(9) Guarantees and Indemnifications

Under the Trust’s organizational documents, its Officers and Board of Trustees (“Trustees”) are indemnified against certain liabilities arising out of the performance of their duties to the Funds. In addition, in the normal course of business, the Funds may enter into contracts with their vendors and others that provide for the general indemnification of Trustees and Officers. The Funds’ maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds. However, based on experience, the Funds expect that risk of loss to be remote.

Fifth Third Funds

Notes to Financial Statements, continued
January 31, 2012 (Unaudited)

(10) Securities Valuations


	•	Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities that the Funds have the ability to access.
	•	Level 2 – Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly or indirectly. The inputs may include quoted prices for the identical investment on an inactive market, prices for similar investments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
	•	Level 3 – Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Funds’ own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

The Funds’ policy is to recognize transfers between levels at the end of the reporting period.

Fifth Third Funds

Notes to Financial Statements, continued
January 31, 2012 (Unaudited)

(11) Fair Value Measurements

A description of the valuation techniques applied to the Funds’ major categories of assets and liabilities measured at fair value on a recurring basis follows.

Short term notes – Investments of the Funds are valued at amortized cost, which approximates market value. Under the amortized cost method, to the extent the inputs are observable and timely, the values would be categorized in level 2 of the fair value hierarchy.

Open-end investment companies – Investments are valued at net asset value as reported by such investment companies and are categorized as level 1.

The following is a summary of the fair value hierarchy according to the inputs used as of January 31, 2012 in valuing the Funds’ assets and liabilities:


	Fair Value Measurement at 1/31/2012 using
	Quoted Prices in Active Markets for Identical Investments (Level 1)			Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)			Value at 1/31/12
Prime Money Market
Assets
Corporate Bonds		$	–	$	159,795,722		$	–	$	159,795,722
U.S. Government Agencies			–		47,505,523			–		47,505,523
Certificates of Deposit			–		70,996,949			–		70,996,949
Commercial Paper			–		159,245,542			–		159,245,542
Demand Notes			–		68,899,000			–		68,899,000
Municipal Demand Notes			–		192,069,827			–		192,069,827
Money Markets			36,831,909		–			–		36,831,909
Repurchase Agreements			–		130,861,000			–		130,861,000
Total		$	36,831,909	$	829,373,563		$	–	$	866,205,472

Institutional Money Market
Assets
Corporate Bonds		$	–	$	387,702,243		$	–	$	387,702,243
Mortgage-Backed Securities			–		7,124,543			–		7,124,543
U.S. Government Agencies			–		103,268,866			–		103,268,866
Certificates of Deposit			–		234,995,756			–		234,995,756
Commercial Paper			–		319,779,570			–		319,779,570
Demand Notes			–		121,980,000			–		121,980,000
Municipal Demand Notes			–		529,514,000			–		529,514,000
Money Markets			78,057,035		–			–		78,057,035
Repurchase Agreements			–		203,392,000			–		203,392,000
Total		$	78,057,035	$	1,907,756,978		$	–	$	1,985,814,013

Fifth Third Funds

Notes to Financial Statements, continued
January 31, 2012 (Unaudited)


	Fair Value Measurement at 1/31/2012 using
	Quoted Prices in Active Markets for Identical Investments (Level 1)			Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)			Value at 1/31/12
Institutional Government Money Market
Assets
Corporate Bonds		$	–	$	141,198,902		$	–	$	141,198,902
Mortgage-Backed Securities			–		66,961,491			–		66,961,491
U.S. Government Agencies			–		780,916,918			–		780,916,918
Money Markets			411,239		–			–		411,239
Repurchase Agreements			–		517,758,000			–		517,758,000
Total		$	411,239	$	1,506,835,311		$	–	$	1,507,246,550
U.S. Treasury Money Market
Assets
Corporate Bonds		$	–	$	86,098,650		$	–	$	86,098,650
U.S. Government Agencies			–		30,000,000			–		30,000,000
U.S. Treasury Notes			–		256,541,730			–		256,541,730
Money Markets			2,510,910		–			–		2,510,910
Repurchase Agreements			–		670,092,000			–		670,092,000
Total		$	2,510,910	$	1,042,732,380		$	–	$	1,045,243,290

There were no transfers between level 1 and level 2 during the period. The Funds did not have level 3 holdings at the beginning or end of the period ended January 31, 2012.

(12) Subsequent Events

Fifth Third Funds

Supplemental Information (Unaudited)

EXPENSE EXAMPLE

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from August 1, 2011 through January 31, 2012.

Actual Expenses

The expense ratio may vary period to period because of various factors, as a result of expenses incurred that are outside the cap (such as extraordinary expenses and interest expense.)

Fifth Third Funds

Supplemental Information (Unaudited), continued


		Beginning Account Value 8/1/11		Ending Account Value 1/31/12		Expense Paid During Period * 8/1/11– 1/31/12		Expense Ratio During Period 8/1/11– 1/31/12
Prime	Institutional Shares	$	1,000.00	$	1,000.10	$	1.21		0.24	%
Money Market	Class A Shares		1,000.00		1,000.10		1.21		0.24	%
	Class B Shares		1,000.00		1,000.10		1.21		0.24	%
	Class C Shares		1,000.00		1,000.10		1.21		0.24	%

Institutional	Institutional Shares		1,000.00		1,000.30		1.06		0.21	%
Money Market	Select Shares		1,000.00		1,000.10		1.26		0.25	%
	Preferred Shares		1,000.00		1,000.10		1.26		0.25	%
	Trust Shares		1,000.00		1,000.10		1.26		0.25	%

Institutional	Institutional Shares		1,000.00		1,000.10		0.75		0.15	%
Government	Select Shares		1,000.00		1,000.10		0.75		0.15	%
Money Market	Preferred Shares		1,000.00		1,000.10		0.75		0.15	%
	Trust Shares		1,000.00		1,000.10		0.75		0.15	%

U.S. Treasury	Institutional Shares		1,000.00		1,000.10		0.50		0.10	%
Money Market	Select Shares		1,000.00		1,000.10		0.50		0.10	%
	Preferred Shares		1,000.00		1,000.10		0.50		0.10	%
	Trust Shares		1,000.00		1,000.10		0.50		0.10	%


*	Expenses are equal to the average account value times the Fund’s annualized expense ratio multiplied by the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year.

Fifth Third Funds

Supplemental Information (Unaudited), continued

Hypothetical Example for Comparison Purposes

The expense ratio may vary period to period because of various factors, as a result of expenses incurred that are outside the cap (such as extraordinary expenses and interest expense.)

Fifth Third Funds

Supplemental Information (Unaudited), continued


		Beginning Account Value 8/1/11		Ending Account Value 1/31/12		Expense Paid During Period * 8/1/11– 1/31/12		Expense Ratio During Period 8/1/11– 1/31/12
Prime	Institutional Shares	$	1,000.00	$	1,023.93	$	1.22	0.24	%
Money Market	Class A Shares		1,000.00		1,023.93		1.22	0.24	%
	Class B Shares		1,000.00		1,023.93		1.22	0.24	%
	Class C Shares		1,000.00		1,023.93		1.22	0.24	%

Institutional	Institutional Shares		1,000.00		1,024.08		1.07	0.21	%
Money Market	Select Shares		1,000.00		1,023.88		1.27	0.25	%
	Preferred Shares		1,000.00		1,023.88		1.27	0.25	%
	Trust Shares		1,000.00		1,023.88		1.27	0.25	%

Institutional	Institutional Shares		1,000.00		1,024.38		0.76	0.15	%
Government	Select Shares		1,000.00		1,024.38		0.76	0.15	%
Money Market	Preferred Shares		1,000.00		1,024.38		0.76	0.15	%
	Trust Shares		1,000.00		1,024.38		0.76	0.15	%

U.S. Treasury	Institutional Shares		1,000.00		1,024.63		0.51	0.10	%
Money Market	Select Shares		1,000.00		1,024.63		0.51	0.10	%
	Preferred Shares		1,000.00		1,024.63		0.51	0.10	%
	Trust Shares		1,000.00		1,024.63		0.51	0.10	%


*	Expenses are equal to the average account value times the Fund’s annualized expense ratio multiplied by the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year.

Fifth Third Funds

Supplemental Information (Unaudited)

Approval of the Management Agreement

The Independent Trustees began their process of reviewing information, which they had previously requested, and considering the Continuance at the Board’s August 30, 2011 meeting. The Independent Trustees were assisted in their review by independent legal counsel, who provided a memorandum detailing the legal standards for review of the Advisory Agreement. The Independent Trustees deliberated outside the presence of management and the Adviser. After this review of the information received, the Independent Trustees presented their findings and recommendations to the full Board.

In their deliberations, each Trustee attributed different weights to various factors involved in an analysis of the Continuance, and no factor alone was considered determinative. The Trustees determined that the overall arrangements between the Trust and the Adviser, as provided in the Advisory Agreement, were fair and reasonable, and that the Continuance of the Advisory Agreement was in the best interests of each Fund.

Fifth Third Funds

Supplemental Information (Unaudited), continued

The matters addressed below were considered and discussed by the Trustees in reaching their conclusions.

Nature, Extent, and Quality of Services Provided by the Adviser

The Trustees received and considered information regarding the nature, extent, and quality of services provided to each Fund under the Advisory Agreement. The Trustees took into account information furnished throughout the year at Trustee meetings, as well as materials furnished specifically in connection with the annual review process. The Trustees considered the background and experience of the Adviser’s senior management and the expertise of investment personnel of the Adviser responsible for the day-to-day management of each Fund. The Trustees considered the overall reputation, the capabilities and commitment of the Adviser to provide high-quality service to the Trust, and the Trustees’ overall confidence in the Adviser’s integrity.

The Trustees received information concerning the investment philosophy and investment processes applied by the Adviser in managing the Funds. The Trustees generally considered information regarding regulatory compliance and compliance with the investment policies of the Funds. The Trustees evaluated the trading practices of the Adviser. The Trustees also evaluated the procedures of the Adviser designed to fulfill the Adviser’s fiduciary duty to the Funds with respect to possible conflicts of interest, including the Adviser’s codes of ethics (regulating the personal trading of their officers and employees).

Based on their review, the Trustees concluded that, with respect to the quality and nature of services provided by the Adviser, the scope of responsibilities was consistent with mutual fund industry norms, and that the quality of services was satisfactory.

Investment Performance

Fifth Third Prime Money Market Fund. The Trustees noted that the Fund was in the second quintiles of its Lipper peer universe (with the first quintile being the best performers and the fifth quintile being the worst performers) on a one-, three-, and five-year basis.

Fifth Third Funds

Supplemental Information (Unaudited), continued

Fifth Third Institutional Money Market Fund. The Trustee noted that the Fund was in the second, first and first quintiles of its Lipper peer universe on a one-, three-, and five-year basis, respectively.

Fifth Third Institutional Government Money Market Fund and the Fifth Third U.S. Treasury Money Market Fund. The Trustees noted that each Fund was in the first quintile of its Lipper peer universe on a one-, three-, and five-year basis.

Cost of Services, Including the Profits Realized by the Adviser and Affiliates

The Trustees considered peer group comparable information with respect to the advisory fees charged by FTAM to each of the Funds, taking into consideration both contractual and actual (i.e., after waiver) fee levels. The Trustees concluded that the investment advisory fees fell within an acceptable range as compared to peer groups, particularly in light of the fee waivers and/or expense limitations that were proposed or that would be continued in the upcoming year. The Trustees also compared the advisory fees to the fees charged by the Adviser to other accounts with similar investment goals as the Funds. The Trustees noted that, although FTAM manages other accounts with investment goals similar to those of the Funds, the fees payable to FTAM for managing those accounts are generally lower than the fees charged to the Funds due to increased regulatory and compliance requirements applicable to the Funds and the increased portfolio management necessary to address daily shareholder transaction activity.

The Trustees also considered the reasonableness of advisory fees and, where relevant, the profitability of the Adviser. In determining whether all investment advisory fees were reasonable, the Trustees reviewed profitability information provided by FTAM with respect to investment advisory, administration, accounting, and transfer agency services provided to the Funds. With respect to such information, the Trustees

Fifth Third Funds

Supplemental Information (Unaudited), continued

recognized that such profitability data was generally unaudited and represented FTAM’s own determination of its and its affiliates’ revenues from the contractual services provided to the Funds, less expenses of providing such services. Expenses include direct and indirect costs and were calculated using an allocation methodology developed by the Adviser. Based on their review, the Trustees concluded that the profitability to FTAM, as a result of its relationship with the Funds, was acceptable. The Board concluded that the fees under the Advisory Agreement were not unreasonable in light of the services and benefits provided to each Fund of the Trust.

Expenses

Fifth Third Prime Money Market Fund. The Trustees noted that the Fund’s actual net and proposed net expense ratios were in the fifth quintile of its Lipper peer group (the first quintile being the lowest expenses and the fifth quintile being the highest expenses). The Adviser noted the fee waivers/expense reimbursements made to maintain the Fund’s yield positive at 0.01% and that the Fund’s net expense ratio, taking into account these additional fee waivers/expense reimbursements, was lower than its Lipper peer group average.

Fifth Third Institutional Money Market Fund. The Trustees noted that the Fund’s actual net and proposed net expense ratios were in the second quintile of its Lipper peer group. The Adviser noted the fee waivers/expense reimbursements made to maintain the Fund’s yield positive at 0.01%.

Fifth Third Institutional Government Money Market Fund. The Trustees noted that the Fund’s actual net and proposed net expense ratios were in the fourth quintile of its Lipper peer group. The Adviser noted the fee waivers/expense reimbursements made to maintain the Fund’s yield positive at 0.01% and that the Fund’s net expense ratio, taking into account these additional fee waivers/expense reimbursements, was slightly higher than its Lipper peer group average.

Fifth Third U.S. Treasury Money Market Fund. The Trustees noted that the Fund’s actual net expense ratio was in the fourth quintile of its

Fifth Third Funds

Supplemental Information (Unaudited), continued

Lipper peer group and its proposed net expense ratio was in the fifth quintile of its Lipper group. The Adviser noted the fee waivers/expense reimbursements made to maintain the Fund’s yield positive at 0.01% and that the Fund’s net expense ratio, taking into account these additional fee waivers/expense reimbursements, was slightly higher than its Lipper peer group average.

After reviewing the expenses of each Fund, and taking into consideration the Adviser’s fee waivers and/or expense limitations, the Trustees concluded that the expenses of each Fund were acceptable.

Economies of Scale

The Trustees also considered whether fee levels reflect economies of scale and whether economies of scale would be produced by the growth of the Trust’s assets. The Trustees found that the Adviser had reduced Fund total expense ratios through fee waivers and/or expense limitations. The Trustees noted recent decreases in asset levels on a complex-wide basis. The Trustees found that the asset levels of the Trust were not currently so large as to warrant formal contractual breakpoints and found that the expense limitations and/or fee waivers were a reasonable way to provide the benefits of economies of scale to shareholders at this time.

Other Benefits to FTAM and Affiliates

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Addresses

Fifth Third Funds	Fifth Third Funds
	38 Fountain Square Plaza
	Cincinnati, Ohio 45202


Investment Advisor, Administrator and Accountant	Fifth Third Asset Management, Inc.
	38 Fountain Square Plaza
	Cincinnati, Ohio 45202


Distributor	FTAM Funds Distributor, Inc.
	1290 Broadway, Suite 1100
	Denver, Colorado 80203


Custodian, Sub-Accountant and Sub-Administrator	State Street Bank and Trust Company
	801 Pennsylvania Avenue
	Kansas City, Missouri 64105


Transfer and Dividend Disbursing Agent	Boston Financial Data Services, Inc.
	30 Dan Road
	Canton, Massachusetts 02021


Independent Registered Public Accounting Firm	PricewaterhouseCoopers LLP
	1100 Walnut, Suite 1300
	Kansas City, Missouri 64106

(BACK COVER)


Item 2.	Code of Ethics.

Not applicable - only for annual reports.

Item 3.	Audit Committee Financial Expert.

Not applicable - only for annual reports.

Item 4.	Principal Accountant Fees and Services.

Not applicable - only for annual reports.

Item 5.	Audit Committee of Listed Registrants.

Not applicable.

Item 6.	Investments.


(a)	Schedule of Investments is included as part of the Semi-Annual report in Item 1.

(b)	Not applicable.


Item 7.	Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable to this registrant.

Item 8.	Portfolio Managers of Closed-End Management Investment Companies.

Not applicable to this registrant.

Item 9.	Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable to this registrant.

Item 10.	Submission of Matters to a Vote of Security Holders.

Not applicable.

Item 11.	Controls and Procedures.

(a) The registrant’s Principal Executive Officer and Principal Financial Officer have concluded as of a date within 90 days of the filing of this report, based on their evaluation of the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”), that, except as noted below, the design and operation of such procedures are effective to provide reasonable assurance that information required to be disclosed by the registrant on Form N-CSR is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms.

Management identified a significant deficiency in controls which existed during the reporting period. Specifically, management noted deficiencies with respect to calculating the amortization expense related to interest only securities. The deficiency in internal controls did not materially affect the financial statements as of January 31, 2012. Management has taken steps to enhance its control procedures and oversight related to amortization expense accruals.

(b) Except as noted above, there was no change in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the registrant’s second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.


Item 12.	Exhibits.


(a)(1)	Not applicable - only for annual reports.

(a)(2)	The certifications required by Rule 30a-2(a) of the 1940 Act are attached hereto.

(a)(3)	Not applicable.

(b)	The certifications required by Rule 30a-2(b) of the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

FIFTH THIRD FUNDS


/s/ E. Keith Wirtz
E. Keith Wirtz
President

Date: April 9, 2012

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


/s/ E. Keith Wirtz
E. Keith Wirtz
President
(Principal Executive Officer)

Date: April 9, 2012

/s/ Shannon King
Shannon King
Treasurer
(Principal Financial and Accounting Officer)

Date: April 9, 2012

Fifth Third Funds Inactive N-CSRSCertified semi-annual shareholder report (management investment company)