Fifth Third Funds N-CSR Certified annual shareholder report (management investment company)

 

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 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 collect my personal information?	We collect your personal information, for example, when you
	■	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	4
Mid Cap Growth	4
Quality Growth	6
Micro Cap Value	8
Small Cap Value	10
All Cap Value	12
Disciplined Large Cap Value	14
International Equity	16
Strategic Income	18
Fifth Third LifeModel AggressiveSM	20
Fifth Third LifeModel Moderately AggressiveSM	22
Fifth Third LifeModel ModerateSM	24
Fifth Third LifeModel Moderately ConservativeSM	26
Fifth Third LifeModel ConservativeSM	28
High Yield Bond	30
Total Return Bond	32
Short Term Bond	34
Schedules of Investments	36
Notes to Schedules of Investments	72
Statements of Assets and Liabilities	74
Statements of Operations	78
Statements of Changes in Net Assets	82
Financial Highlights	94
Notes to Financial Highlights	110
Notes to Financial Statements	111
Report of Independent Registered Public Accounting Firm	135
Supplemental Information	136

1

Our Message to You

Aside from a few months of economic bright spots in late 2011 and early 2012, uncertainty in Europe and cooling economic growth prospects in the U.S. and China dampened investor enthusiasm for much of the fiscal year. As such, Fifth Third Funds shareholders experienced mixed results in stock and bond investments.

Within the stock market, returns reported during the 12-month period ended July 31, 2012, included:

• A 9.13% advance for the S&P 500® Index1 of large cap stocks.

• A 1.20% advance for the S&P 400® Index1 of mid cap stocks.

• A 3.99% advance for the S&P 600® Index1 of small cap stocks.

• A –11.45% decline for the MSCI EAFE Index1 of international stocks.

Sources of turbulence were plenty during the period.

Within the opening weeks, U.S. Treasury securities were subject to an unprecedented credit rating downgrade and distress over the Euro Zone’s sovereign debt and financial markets returned to the fore. Steady drumbeats of doom and gloom about the solvency of countries such as Greece, Portugal, Spain, and Italy also raised questions about the overall stability and strength of the entire European Union. Meanwhile, the U.S. economy spent much of the first portion of the period in the doldrums, although the picture seemed to brighten around the New Year. Alas, the optimism proved short-lived as the employment market soured and consumers reined in their spending habits during the spring. Meanwhile, China acknowledged that its economy had downshifted into a modestly slower growth mode.

Some of the largest beneficiaries of the market troubles were holders of U.S. Treasury securities, which rallied amid multiple flights to quality. Moreover, the U.S. Federal Reserve (“Fed” or “Federal Reserve”) chimed in with its Operation Twist, in which it agreed to purchase $667 billion worth of long-term bonds between October 2011 and December 2012. To fund the buying spree, the central bank said it would sell short-term debt. Interestingly, while the effort helped flatten the yield curve at the long end, it had little impact at the short end, where yields lingered near historic lows. Of course, the Fed’s vow to keep its overnight lending rate near zero through 2014 likely factored into that dynamic as well.

The risk wave took stocks for a period-long ride, prompting “risk-off” plunges when fears built and driving “risk-on” buyers back into the market when conditions seemed more palatable. Large cap stocks generally outperformed, with mostly positive earnings reports supporting a late-stage rally through June and July. Mid cap and small cap stocks behaved in a more volatile fashion, while international stocks struggled to overcome the overhang of the European woes and broader global economic slowdown. Macro conditions pressured commodity prices and gold also contended with strength in the U.S. dollar, which benefited from investors’ desire for perceived safety.

As these broad macro events battered the market throughout the fiscal year, traditional fundamentals frequently fell out of focus for investors. As a result, many active money managers lagged their benchmark assignments.

Given the frustrations that such developments fueled, I’m proud of the performance of the family of Fifth Third Funds for the entire fiscal year. Our portfolio managers adhered to a higher-quality mandate, which, at times, results in short-term setbacks, but has consistently proven valuable over long-term periods. Furthermore, when the tide finally turns away from Treasuries, which it will, the potential gains for stocks and non-government backed bonds will be considerable.

Looking ahead, considerations on the macro front include:

• Statistics related to the domestic economy suggest to us that the current recovery is still intact and should grow in the modest 2% range (plus or minus) for now. We are mindful, however, of the fact that conditions did slow during the spring and summer months in 2010 and 2011.

• Company fundamentals should remain solid and will likely outpace overall economic growth. We see earnings progressing at a 5% to 6% clip in 2012.

2

• The Federal Reserve continues to signal nothing but accommodation. Bottom-line, we favor stocks over bonds, cash, and other asset classes. At this stage, market retrenchments should be viewed as an opportunity to buy good stocks.

• The second half of the year will be consumed by November’s U.S. Presidential election. For the markets, the election outcome will be important and the key issues will center on the tax code: individual income tax rates, investment tax rates on dividends and capital gains, and corporate tax policies. Investors should be aware of these implications and should consider portfolio planning during the year.

Perhaps most importantly, your investment future won’t include most of us here at Fifth Third Funds. As we announced in April, Fifth Third Asset Management and Fifth Third Financial Corporation agreed to sell Fifth Third Asset Management’s interest in managing the Fifth Third Funds. For those of you in one of our money market funds, that means your money will be moving to existing money market funds from Federated Investors. For most of you in our stock and bond funds, your assets will be invested in existing and new mutual funds from Touchstone Advisors, although investors in the Strategic Income Fund and Micro Cap Value Fund will still be served by Fifth Third Asset Management professionals.

Whether you’ve been invested in Fifth Third Funds for months or years, all of us have appreciated the trust and loyalty that you have placed in us as stewards of your money. We’ve worked hard in an effort to generate benchmark-beating results while following a philosophy of investing in high-quality, fundamentally sound stocks and bonds. Through the ups and downs of the financial markets, we believed – and continue to believe – that such an approach is an essential element to any well-diversified, long-term investment plan.

To that end, we’re confident Federated and Touchstone – two larger, more diverse families of funds – will continue to serve your investment needs into the future.

As for the past, we sincerely thank you for your confidence in Fifth Third Funds.

Keith Wirtz, CFA®

Chief Investment Officer

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.

CFA® is a trademark owned by the CPA Institute.

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

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

3

Management Discussion of Fund Performance (Unaudited)
	Mid Cap Growth Fund

For the 12-month period ended July 31, 2012, the Fifth Third Mid Cap Growth Fund (Institutional) gained 4.88% on a net of fee basis, outperforming its benchmark, the Russell MidCap® Growth Index, which advanced 0.67%.

The fiscal year featured dramatic sentiment swings among investors, who, as a result, endured considerable bouts of volatility. Within the opening weeks of the period, the credit rating of U.S. Treasury securities was subject to an unprecedented downgrade and concerns about the European financial system flared once again. While the Euro Zone worries proved to be a year-long issue, optimism about the U.S. economy actually grew through the winter months, only to be dashed amid lackluster employment market news during the period’s closing months.

Against this backdrop, stock selection in the Healthcare sector – most notably within the biotechnology industry – fueled relative gains for much of the fiscal year, although the group retreated somewhat in the risk-averse mindset of the final few months of the period. Exposure to cyclically oriented sectors, such as Industrials, further enhanced returns midway through the period as the U.S. economic outlook brightened.

Similarly, the decision to adopt a more defensive profile during the spring paid off as economic prospects soured. Meanwhile, investments in the Energy sector proved challenging in the second half of the fiscal year as companies contended with historically low natural gas prices and volatile oil prices, which tumbled after touching a 52-week high in February.

Pursuant to the agreement between Fifth Third Funds and Touchstone Funds, the Fifth Third Mid Cap Growth Fund were reorganized into Touchstone Funds’ Growth Opportunities Fund during the current quarter. We thank you for your confidence in us in the past.

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 July 31, 2012

	1 Year		5 Year	10 Year	Ending Value2
Institutional	4.88	%	2.78%	8.22%	22,026
Class A Shares	–0.59	%	1.48%	7.39%	20,399
Class B Shares	–1.16	%	1.46%	7.27%	20,175
Class C Shares	3.90	%	1.79%	7.14%	19,931
Russell Midcap® Growth Index1	0.67	%	2.34%	9.57%	24,932

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 7/31/12, 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.

Sector Investment Concentration as of July 31, 2012

as a percentage of total investments

Top Ten Equity Holdings as of July 31, 2012 *

as a percentage of value of investments †

Alexion Pharmaceuticals, Inc.	2.68%
Mellanox Technologies, Ltd.	2.30%
Ross Stores, Inc.	2.19%
TransDigm Group, Inc.	2.11%
FMC Corp.	2.00%
Medivation, Inc.	1.94%
Cirrus Logic, Inc.	1.93%
Teradata Corp.	1.90%
Dollar Tree, Inc.	1.84%
Ecolab, Inc.	1.76%

*	Long-term securities.
†	Portfolio composition is subject to change.

4

Management Discussion of Fund Performance (Unaudited)
	Mid Cap Growth Fund
	Growth of a $10,000 Investment

 

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. Total return figures include change in share price, reinvestment of dividends and capital gains. The investment return and principal value will fluctuate so that an investor’s shares, when redeemed may be worth more or less than the original cost. For performance data current to the most recent month end, visit our website at www.fifththirdfunds.com.

The chart above represents a comparison of a hypothetical $10,000 investment in the indicated share class versus a similar investment in the Fund’s benchmark, and represents the reinvestment of dividends and capital gains in the Fund. However, the performance does not reflect the deduction of taxes on Fund distributions, or redemption of shares.

1.

The Fund’s performance is measured against the Russell Midcap® Growth Index. The 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. The Russell Midcap® Growth Index is unmanaged and does not reflect the deduction of fees associated with a mutual fund such as investment management and fund accounting fees. However, the Fund’s 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.

2.

The ending value represents the value of a $10,000 investment in the indicated share class for the 10-Year period ended July 31, 2012.

5

Management Discussion of Fund Performance (Unaudited)
	Quality Growth Fund

For the 12-month period ended July 31, 2012, the Fifth Third Quality Growth Fund (Institutional) gained 2.58% on a net of fee basis, underperforming its benchmark, the Russell 1000® Growth Index, which advanced 8.26%.

The fiscal year featured dramatic sentiment swings among investors, who, as a result, endured considerable bouts of volatility. Within the opening weeks of the period, the credit rating of U.S. Treasury securities was subject to an unprecedented downgrade and concerns about the European financial system flared once again. While the Euro Zone worries proved to be a year-long issue, optimism about the U.S. economy actually grew through the winter months, only to be dashed amid lackluster employment market news during the period’s closing months.

Against this backdrop, the Fund’s defensive positioning, including an overweight position, relative to the benchmark, in the Healthcare sector, aided relative performance through the early months of the period. It proved detrimental, however, as markets rallied midway through the fiscal year on news of improving economic conditions in the U.S.

Separately, investments in the Financials and Industrials sectors enhanced relative returns through the first quarter of 2012, although exposure in the Financials sector hurt as volatility returned during the latter portion of the fiscal year. Meanwhile, poor stock selection within the Consumer Discretionary sector steadily weighed on relative returns throughout the period.

Pursuant to the agreement between Fifth Third Funds, the Fifth Third Quality Growth Fund was reorganized into Touchstone Funds’ Large Cap Growth Fund during the current quarter. We thank you for your confidence in us in the past.

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.

Average Annual Total Returns as of July 31, 2012

	1 Year		5 Year	10 Year	Ending Value2
Institutional	2.58	%	2.73%	5.31%	16,782
Class A Shares	–2.76	%	1.44%	4.52%	15,556
Class B Shares	–3.42	%	1.37%	4.42%	15,410
Class C Shares	1.56	%	1.70%	4.26%	15,177
Russell 1000® Growth Index1	8.26	%	3.46%	6.77%	19,252

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 7/31/12, 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

Sector Investment Concentration as of July 31, 2012

as a percentage of total investments

Top Ten Equity Holdings as of July 31, 2012 *

as a percentage of value of investments †

Apple, Inc.	6.72%
International Business Machines Corp.	4.21%
Exxon Mobil Corp.	3.37%
Coca-Cola Co. (The)	3.03%
Fiserv, Inc.	2.16%
FMC Corp.	2.14%
McDonald’s Corp.	2.08%
Alexion Pharmaceuticals, Inc.	2.04%
Qualcomm, Inc.	2.01%
Valspar Corp.	2.00%

*	Long-term securities.
†	Portfolio composition is subject to change.

6

Management Discussion of Fund Performance (Unaudited)
	Quality Growth Fund
	Growth of a $10,000 Investment

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. Total return figures include change in share price, reinvestment of dividends and capital gains. The investment return and principal value will fluctuate so that an investor’s shares, when redeemed may be worth more or less than the original cost. For performance data current to the most recent month end, visit our website at www.fifththirdfunds.com.

The chart above represents a comparison of a hypothetical $10,000 investment in the indicated share class versus a similar investment in the Fund’s benchmark, and represents the reinvestment of dividends and capital gains in the Fund. However, the performance does not reflect the deduction of taxes on Fund distributions, or redemption of shares.

1.	The Fund’s performance is measured against the Russell 1000® Growth Index. The 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.
	The Russell 1000® Growth Index is unmanaged and does not reflect the deduction of fees associated with a mutual fund such as investment management and fund accounting fees. However, the Fund’s 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.
2.	The ending value represents the value of a $10,000 investment in the indicated share class for the 10-Year period ended July 31, 2012.

7

Management Discussion of Fund Performance (Unaudited)
	Micro Cap Value Fund

For the 12-month period ended July 31, 2012, the Fifth Third Micro Cap Value Fund (Institutional) gained 0.66% on a net of fee basis, underperforming its benchmarks, the Russell Micro Cap® Value Index, which advanced 2.22%, and the Russell 2000® Value Index, which rose 0.89%.

The fiscal year featured dramatic sentiment swings among investors, who, as a result, endured considerable bouts of volatility. Within the opening weeks of the period, the credit rating of U.S. Treasury securities was subject to an unprecedented downgrade and concerns about the European financial system flared once again. While the Euro Zone worries proved to be a year-long issue, optimism about the U.S. economy actually grew through the winter months, only to be dashed amid lackluster employment market news during the period’s closing months.

Against this backdrop, the Fund benefited during the early portion of the fiscal year from more defensive positioning. This included an underweight position, relative to the benchmark, in the economically sensitive Consumer Discretionary sector and an overweight stake in the traditionally conservative Consumer Staples sector. An increase in exposure to the more cyclical Industrials sector reduced the Fund’s defensive profile midway through the period – a shift that helped as the U.S. economic outlook brightened, but hurt as broad market volatility returned during the spring. Ineffective stock selection in the Energy sector further hindered relative performance as companies contended with historically low natural gas prices and volatile oil prices, which tumbled after touching a 52-week high in February.

Pursuant to the agreement between Fifth Third Funds and Touchstone Funds, the Fifth Third Micro Cap Value Fund was reorganized into Touchstones Funds’ Micro Cap Value Fund and your portfolio management team will serve as portfolio managers for Touchstone Funds’ Micro Cap Value Fund. We look forward to continuing to work for you into the future.

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.

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 July 31, 2012

	1 Year		5 Year		10 Year		Ending Value2
Institutional	0.66	%	1.70	%	10.23	%	26,479
Class A Shares	–4.71	%	0.41	%	9.38	%	24,506
Class B Shares	–5.51	%	0.41	%	9.40	%	24,550
Class C Shares	–0.53	%	0.69	%	9.23	%	24,174
Russell 2000®
Value Index1	0.89	%	0.52	%	8.11	%	21,817
Russell Microcap® Value Index1	2.22	%	–2.06	%	7.48	%3	20,577

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 7/31/12, the gross expense ratios are 1.76% (Institutional Shares), 2.01% (Class A) and 2.76% (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.

Sector Investment Concentration as of July 31, 2012

as a percentage of total investments

Top Ten Equity Holdings as of July 31, 2012 *

as a percentage of value of investments †

ViewPoint Financial Group	1.69%
Unitil Corp.	1.62%
BofI Holding, Inc.	1.53%
Monmouth Real Estate Investment Corp.	1.52%
Chesapeake Utilities Corp.	1.50%
Dime Community Bancshares, Inc.	1.47%
Renasant Corp.	1.37%
PH Glatfelter Co.	1.35%
OfficeMax, Inc.	1.35%
Stage Stores, Inc.	1.32%

*	Long-term securities.
†	Portfolio composition is subject to change.

8

Management Discussion of Fund Performance (Unaudited)
	Micro Cap Value Fund
	Growth of a $10,000 Investment

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. Total return figures include change in share price, reinvestment of dividends and capital gains. The investment return and principal value will fluctuate so that an investor’s shares, when redeemed may be worth more or less than the original cost. For performance data current to the most recent month end, visit our website at www.fifththirdfunds.com.

The chart above represents a comparison of a hypothetical $10,000 investment in the indicated share class versus a similar investment in the Fund’s benchmarks, and represents the reinvestment of dividends and capital gains in the Fund. However, the performance does not reflect the deduction of taxes on Fund distributions, or redemption of shares.

1.	The Fund’s performance is measured against the Russell 2000® Value Index and the Russell Microcap® Value Index. The Russell 2000® Value Index measures the performance of those Russell 2000® companies with a less-than-average growth orientation. The Russell Microcap® Value Index measures the performance of those Russell Microcap companies with lower price-to-book ratios and lower forecasted growth values.
	The Russell 2000® Value Index and the Russell Microcap® Value Index 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 Fund’s 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.
2.	The ending value represents the value of a $10,000 investment in the indicated share class for the 10-year period ended July 31, 2012.
3.	The average annual total return for the Russell Microcap® Value Index since its inception.

9

Management Discussion of Fund Performance (Unaudited)

Small Cap Value Fund

For the 12-month period ended July 31, 2012, the Fifth Third Small Cap Value Fund (Institutional) decreased –2.42% on a net of fee basis, underperforming its benchmark, the Russell 2000® Value Index, which advanced 0.89%.

The fiscal year featured dramatic sentiment swings among investors, who, as a result, endured considerable bouts of volatility. Within the opening weeks of the period, the credit rating of U.S. Treasury securities was subject to an unprecedented downgrade and concerns about the European financial system flared once again. While the Euro Zone worries proved to be a year-long issue, optimism about the U.S. economy actually grew through the winter months, only to be dashed amid lackluster employment market news during the period’s closing months.

 Against this backdrop, the Fund benefited early on from an overweight position, relative to the benchmark, in the traditionally defensive Consumer Staples sector, where food retailer holdings supplied a relative lift. Ineffective stock selection, however, in the economically sensitive Industrials sectors diminished relative gains as the U.S. economy showed signs of life midway through the period. Holdings in the Energy sector further hindered relative performance as companies contended with historically low natural gas prices and volatile oil prices, which tumbled after touching a 52-week high in February.

Pursuant to the agreement between Fifth Third Funds and Touchstone Funds, the Fifth Third Small Cap Value Fund was reorganized into Touchstone Funds’ Small Company Value Fund during the current quarter. We thank you for your confidence in us in the past.

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

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 July 31, 2012

	Inception			Since	Ending
	Date	1 Year	5 Year	Inception	Value2
Institutional	4/1/03	–2.42%	2.25%	8.83%	22,038
Class A Shares	4/1/03	–7.51%	0.94%	7.96%	20,436
Class B Shares	4/1/03	–7.91%	0.89%	7.87%	20,272
Class C Shares	4/1/03	–3.39%	1.21%	7.73%	20,035
Russell 2000® Value Index1		0.89%	0.52%	9.68%	23,697

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 7/31/12, the gross expense ratios are 1.41% (Institutional Shares), 1.66% (Class A) and 2.41% (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.

Sector Investment Concentration as of July 31, 2012

as a percentage of total investments

Top Ten Equity Holdings as of July 31, 2012 *

as a percentage of value of investments †

Kemper Corp.	1.86	%
CubeSmart	1.77	%
Lexington Realty Trust	1.75	%
W&T Offshore, Inc.	1.75	%
Black Hills Corp.	1.75	%
OfficeMax, Inc.	1.74	%
Avista Corp.	1.73	%
American Equity Investment Life Holding Co.	1.68	%
MedAssets, Inc.	1.67	%
Symmetry Medical, Inc.	1.66	%

*	Long-term securities.
†	Portfolio composition is subject to change.

10

Management Discussion of Fund Performance (Unaudited)

Small Cap Value Fund

Growth of a $10,000 Investment

 

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. Total return figures include change in share price, reinvestment of dividends and capital gains. The investment return and principal value will fluctuate so that an investor’s shares, when redeemed may be worth more or less than the original cost. For performance data current to the most recent month end, visit our website at www.fifththirdfunds.com.

The chart above represents a comparison of a hypothetical $10,000 investment in the indicated share class versus a similar investment in the Fund’s benchmark, and represents the reinvestment of dividends and capital gains in the Fund. However, the performance does not reflect the deduction of taxes on Fund distributions, or redemption of shares.

1.	The Fund’s performance is measured against the Russell 2000® Value Index. The 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.
	The Russell 2000® Value Index is unmanaged and does not reflect the deduction of fees associated with a mutual fund such as investment management and fund accounting fees. However, the Fund’s 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.
2.	The ending value represents the value of a $10,000 investment in the indicated share class from its inception to the period ended July 31, 2012.

11

Management Discussion of Fund Performance (Unaudited)

All Cap Value Fund

For the 12-month period ended July 31, 2012, the Fifth Third All Cap Value Fund (Institutional) gained 0.76% on a net of fee basis, underperforming its benchmark, the Russell 3000® Value Index, which advanced 7.09%.

The fiscal year featured dramatic sentiment swings among investors, who, as a result, endured considerable bouts of volatility. Within the opening weeks of the period, the credit rating of U.S. Treasury securities was subject to an unprecedented downgrade and concerns about the European financial system flared once again. While the Euro Zone worries proved to be a year-long issue, optimism about the U.S. economy actually grew through the winter months, only to be dashed amid lackluster employment market news during the period’s closing months.

Against this backdrop, the Fund’s slightly pro-cyclical profile – as evidenced by underweight positions, relative to the benchmark, in the Utilities and Consumer Staples sectors – hurt relative performance during the early portion of the period. Such positioning, however, proved beneficial, as did effective stock selection and an overweight stake in the Financials sector, as economic prospects in the U.S. brightened midway through the period. Yet, investments in the Energy sector hindered relative results throughout the fiscal year as companies contended with historically low natural gas prices and volatile oil prices, which tumbled after touching a 52-week high in February.

Pursuant to the agreement between Fifth Third Funds and Touchstone Advisors, the Fifth Third All Cap Value Fund was reorganized into Touchstone Funds’ Value Fund during the current quarter. We thank you for your confidence in us in the past.

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.

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

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 July 31, 2012

	1 Year	5 Year	10 Year	Ending Value2
Institutional	0.76%	–3.37%	6.65%	19,046
Class A Shares	–4.47%	–4.57%	5.85%	17,655
Class B Shares	–5.12%	–4.61%	5.75%	17,494
Class C Shares	–0.25%	–4.33%	5.58%	17,210
Russell 3000®
Value Index1	7.09%	–0.93%	6.54%	18,845
Russell Midcap® Value Index1	3.81%	1.13%	9.35%	24,456

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 7/31/12, the gross expense ratios are 1.53% (Institutional Shares), 1.78% (Class A) and 2.53% (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.

Sector Investment Concentration as of July 31, 2012

as a percentage of total investments

Top Ten Equity Holdings as of July 31, 2012 *

as a percentage of value of investments †

General Electric Co.	3.95	%
AT&T, Inc.	3.12	%
Merck & Co., Inc.	2.96	%
Amgen, Inc.	2.88	%
Intel Corp.	2.79	%
Citigroup, Inc.	2.78	%
Cisco Systems, Inc.	2.72	%
UnitedHealth Group, Inc.	2.68	%
Chevron Corp.	2.40	%
CIGNA Corp.	2.31	%

*	Long-term securities.
†	Portfolio composition is subject to change.

12

Management Discussion of Fund Performance (Unaudited)

All Cap Value Fund

Growth of a $10,000 Investment

 

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. Total return figures include change in share price, reinvestment of dividends and capital gains. The investment return and principal value will fluctuate so that an investor’s shares, when redeemed may be worth more or less than the original cost. For performance data current to the most recent month end, visit our website at www.fifththirdfunds.com.

The chart above represents a comparison of a hypothetical $10,000 investment in the indicated share class versus a similar investment in the Fund’s benchmarks, and represents the reinvestment of dividends and capital gains in the Fund. However, the performance does not reflect the deduction of taxes on Fund distributions, or redemption of shares.

1.	The Fund’s performance is measured against the Russell 3000® Value Index and the Russell Midcap® Value Index. The 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. The Russell Midcap® Value Index measures the performance of those Russell mid cap companies with lower price-to-book ratios and lower forecasted growth values.
	The Russell 3000® Value and the Russell Midcap® Value 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 Fund’s 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.
2.	The ending value represents the value of a $10,000 investment in the indicated share class for the 10-year period ended July 31, 2012.

13

Management Discussion of Fund Performance (Unaudited)

Disciplined Large Cap Value Fund

For the 12-month period ended July 31, 2012, the Fifth Third Disciplined Large Cap Value Fund (Institutional) advanced 3.25% on a net of fee basis, underperforming its benchmark, the Russell 1000® Value Index, which gained 7.64%.

The fiscal year featured dramatic sentiment swings among investors, who, as a result, endured considerable bouts of volatility. Within the opening weeks of the period, the credit rating of U.S. Treasury securities was subject to an unprecedented downgrade and concerns about the European financial system flared once again. While the Euro Zone worries proved to be a year-long issue, optimism about the U.S. economy actually grew through the winter months, only to be dashed amid lackluster employment market news during the period’s closing months.

Against this backdrop, the Fund’s pro-cyclical profile struggled during the period. For example, ineffective stock selection and an overweight position, relative to the benchmark, in the economically sensitive Information Technology sector hindered relative results, as did weak stock selection and an underweight stake in the defensive Utilities sector. Stock selection in the Financials and Materials sectors also detracted.

Alternatively, solid stock selection in the Energy and Telecommunication Services sectors supplied a relative lift, along with an overweight position in the Healthcare sector. Investments in the Industrials and Consumer Staples sectors further enhanced relative returns.

Pursuant to the agreement between Fifth Third Funds and Touchstone Funds, the Fifth Third Disciplined Large Cap Value Fund was reorganized into Touchstone Funds’ Value Fund during the current quarter. We thank you for your confidence in us in the past.

Investment Risk Considerations

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

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 July 31, 2012

	1 Year	5 Year	10 Year	Ending Value2
Institutional	3.25%	–1.91%	5.88%	17,699
Class A Shares	–2.19%	–3.15%	5.07%	16,403
Class B Shares	–2.73%	–3.22%	4.98%	16,259
Class C Shares	2.25%	–2.87%	4.82%	16,018
Russell 1000® Value Index1	7.64%	–1.06%	6.42%	18,267

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 7/31/12, the gross expense ratios are 1.12% (Institutional Shares), 1.37% (Class A) and 2.12% (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.

Sector Investment Concentration as of July 31, 2012

as a percentage of total investments

Top Ten Equity Holdings as of July 31, 2012 *

as a percentage of value of investments †

Merck & Co., Inc.	4.53	%
General Electric Co.	4.44	%
AT&T, Inc.	4.35	%
Chevron Corp.	4.21	%
BP PLC	3.72	%
Cisco Systems, Inc.	3.71	%
Citigroup, Inc.	3.67	%
Amgen, Inc.	2.97	%
Royal Dutch Shell PLC	2.86	%
General Dynamics Corp.	2.80	%

*	Long-term securities.
†	Portfolio composition is subject to change.

14

Management Discussion of Fund Performance (Unaudited)

Disciplined Large Cap Value Fund

Growth of a $10,000 Investment

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. Total return figures include change in share price, reinvestment of dividends and capital gains. The investment return and principal value will fluctuate so that an investor’s shares, when redeemed may be worth more or less than the original cost. For performance data current to the most recent month end, visit our website at www.fifththirdfunds.com.

The chart above represents a comparison of a hypothetical $10,000 investment in the indicated share class versus a similar investment in the Fund’s benchmark, and represents the reinvestment of dividends and capital gains in the Fund. However, the performance does not reflect the deduction of taxes on Fund distributions, or redemption of shares.

1.	The Fund’s performance is measured against the Russell 1000® Value Index. The Russell 1000® Value Index measures the performance of 1,000 securities found in the Russell universe with a less-than-average growth orientation. Companies in this index generally have low price-to-book and price-to-earning ratios, higher dividend yields and lower forecasted growth values.
	The Russell 1000® Value Index is unmanaged and does not reflect the deduction of fees associated with a mutual fund such as investment management and fund accounting fees. However, the Fund’s 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.
2.	The ending value represents the value of a $10,000 investment in the indicated share class for the 10-year period ended July 31, 2012.

15

Management Discussion of Fund Performance (Unaudited)

International Equity Fund

For the 12-month period ended July 31, 2012, the Fifth Third International Equity Fund (Institutional) declined –13.47% on a net of fee basis, underperforming its benchmark, the MSCI EAFE Index, Net, which declined –11.45%.

The European debt crisis dominated financial market developments worldwide throughout the fiscal year, leading to weak stock performance across the globe. European Union countries struggled most significantly as a steady stream of bailout debates and the political fallout darkened investor sentiment. The resulting economic slowdown in Europe pressured export-reliant countries, as did decelerating growth in the United States, where a bout of mid-period optimism was dashed by lethargic job market numbers in the closing months. Meanwhile, Japan struggled with a persistently sluggish economy and a stubbornly high yen.

Against this backdrop, the Fund’s move to a pro-cyclical profile midway through the fiscal year aided relative returns while economic prospects brightened through the winter months, but hurt as expectations soured in the spring. Meanwhile, investments in Italy and Belgium proved a drag on relative performance as both countries contended with sovereign debt uncertainties. For all of Europe’s troubles, select holdings from the Continent did enhance relative results, as did stock selection in Japan for much of the period.

Pursuant to the agreement between Fifth Third Funds and Touchstone Funds, the Fifth Third International Equity Fund was reorganized into Touchstone Funds’ International Value Fund during the current quarter. We thank you for your confidence in us in the past.

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.

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 July 31, 2012

	1 Year		5 Year		10 Year		Ending Value2
Institutional	–13.47	%	–7.02	%	4.65	%	15,759
Class A Shares	–17.96	%	–8.22	%	3.87	%	14,620
Class B Shares	–18.60	%	–8.18	%	3.78	%	14,499
Class C Shares	–14.37	%	–7.97	%	3.59	%	14,228
MSCI EAFE Index, Net1	–11.45	%	–5.61	%	6.36	%	18,529

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 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 7/31/12, the gross expense ratios are 1.43% (Institutional Shares), 1.68% (Class A) and 2.43% (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.

Sector Investment Concentration as of July 31, 2012

as a percentage of total investments

Top Ten Equity Holdings as of July 31, 2012 *

as a percentage of value of investments †

Nestle SA	2.38	%
Novartis AG	1.96	%
Royal Dutch Shell PLC	1.70	%
Total SA	1.50	%
HSBC Holdings PLC	1.45	%
BHP Billiton, Ltd.	1.30	%
Vodafone Group PLC	1.30	%
Commonwealth Bank of Australia	1.29	%
BASF SE	1.24	%
Bayer AG	1.23	%

*	Long-term securities.
†	Portfolio composition is subject to change.

16

Management Discussion of Fund Performance (Unaudited)

International Equity Fund

Growth of a $10,000 Investment

 

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. Total return figures include change in share price, reinvestment of dividends and capital gains. The investment return and principal value will fluctuate so that an investor’s shares, when redeemed may be worth more or less than the original cost. For performance data current to the most recent month end, visit our website at www.fifththirdfunds.com.

The chart above represents a comparison of a hypothetical $10,000 investment in the indicated share class versus a similar investment in the Fund’s benchmark, and represents the reinvestment of dividends and capital gains in the Fund. However, the performance does not reflect the deduction of taxes on Fund distributions, or redemption of shares.

1.	The Fund’s performance is measured against the Morgan Stanley Capital International (MSCI) Europe, Australasia and Far East (EAFE) Index, Net. The Morgan Stanley Capital International (MSCI) Europe, Australasia and Far East (EAFE) Index, Net is generally representative of a sample of companies of the market structure of 20 European and Pacific Basin countries.
	The MSCI EAFE Index, Net does not reflect the deduction of fees associated with a mutual fund such as investment management and fund accounting fees. However, the Fund’s 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.
2.	The ending value represents the value of a $10,000 investment in the indicated share class for the 10-year period ended July 31, 2012.

17

Management Discussion of Fund Performance (Unaudited)

Strategic Income Fund

For the 12-month period ended July 31, 2012, the Fifth Third Strategic Income Fund (Institutional) advanced 8.21% on a net of fee basis, outperforming its benchmark, the Barclays Capital U.S. Aggregate Bond Index, which gained 7.25%.

The fiscal year featured fairly persistent demand for U.S. Treasury securities from investors, who found plenty of reasons to avoid riskier assets. Within the opening weeks of the period, the credit rating of Treasuries was subject to an unprecedented downgrade and concerns about the European financial system flared once again. While the Euro Zone worries proved to be a year-long issue, optimism about the U.S. economy actually grew through the winter months, which prompted some to venture back into higher yielding securities. Yet, lackluster employment market news during the period’s closing months and continued concerns about Europe drove many back into the perceived safety of Treasuries.

In general, the Fund looks beyond government-issued bonds for solid, sustainable income streams from a variety of sources. As such, its significant underweight, relative to the benchmark, to Treasuries hindered relative performance during the period, along with some of foreign currency positions, which suffered in the face of strength in the U.S. dollar.

Alternatively, preferred stock, dividend-paying common stock, and corporate bond holdings supplied a relative boost, especially through the middle portion of the fiscal year as economic prospects in the U.S. brightened. Such positions struggled, however, during the spring as sentiment soured, although the Fund’s exposure to Real Estate Investment Trusts proved resilient.

Pursuant to the agreement between Fifth Third Funds and Touchstone Funds, the Fifth Third Strategic Income Fund was reorganized into Touchtone Funds’ Strategic Income Fund and your portfolio management team will continue to serve as portfolio managers for Touchstone Funds’ Strategic Income Fund. We look forward to continuing to work for you into the future.

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.

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 July 31, 2012

	1 Year		5 Year		10 Year		Ending Value2
Institutional	8.21	%	6.35	%	6.24	%	18,316
Class A Shares	2.48	%	5.01	%	5.40	%	16,923
Class B Shares	2.07	%	4.98	%	5.36	%	16,860
Class C Shares	7.16	%	5.31	%	5.20	%	16,603
Barclays Capital U.S. Aggregate Bond Index1	7.25	%	6.91	%	5.65	%	17,325

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 7/31/12, 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.

Fund Holdings as of July 31, 2012

as a percentage of value of investments †

 

† Portfolio composition is subject to change.

18

Management Discussion of Fund Performance (Unaudited)

Strategic Income Fund

Growth of a $10,000 Investment

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. Total return figures include change in share price, reinvestment of dividends and capital gains. The investment return and principal value will fluctuate so that an investor’s shares, when redeemed may be worth more or less than the original cost. For performance data current to the most recent month end, visit our website at www.fifththirdfunds.com.

The chart above represents a comparison of a hypothetical $10,000 investment in the indicated share class versus a similar investment in the Fund’s benchmarks, and represents the reinvestment of dividends and capital gains in the Fund. However, the performance does not reflect the deduction of taxes on Fund distributions, or redemption of shares.

1.	The Fund’s performance is measured against the Barclays Capital U.S. Aggregate Bond Index. The 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.
	The Barclays Capital U.S. Aggregate Bond Index is unmanaged and does not reflect the deduction of fees associated with a mutual fund such as investment management and fund accounting fees. However, the Fund’s 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.
2.	The ending value represents the value of a $10,000 investment in the indicated share class for the 10-year period ended July 31, 2012.

19

Management Discussion of Fund Performance (Unaudited)

LifeModel Aggressive FundSM

For the 12-month period ended July 31, 2012, the Fifth Third LifeModel Aggressive Fund (Institutional) gained 0.97% 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 7.25%.

The fiscal year featured dramatic sentiment swings among investors, who, as a result, endured considerable bouts of volatility. Within the opening weeks of the period, the credit rating of U.S. Treasury securities was subject to an unprecedented downgrade and concerns about the European financial system flared once again. While the Euro Zone worries proved to be a year-long issue, optimism about the U.S. economy actually grew through the winter months, only to be dashed amid lackluster employment market news during the period’s closing months.

Throughout the 12-month period, equity markets struggled with these broad macro risks and, in certain respects, this led to conditions where traditional fundamentals held less importance than usual. Market sentiment repeatedly shifted between “risk-on” and risk-off,” which kept few stock trends from gaining traction. For the universe of active managers, competitive performance was hard to source and most managers trailed their benchmark assignments. Periods dominated by index returns were rare and usually brief.

Against this backdrop, the Fund’s exposure to international stocks, while within its targeted range, hurt relative returns as non-U.S. equities struggled considerably and the benchmark includes no overseas companies. An underweight position, relative to the benchmark, in bonds also diminished relative performance. Conversely, an overweight stake in large cap domestic stocks, one of the better performing asset classes during the period, bolstered relative results.

Pursuant to the agreement between Fifth Third Funds and Touchstone Funds, the Fifth Third LifeModel Aggressive Fund was reorganized into Touchstone Funds’ Growth Allocation Fund during the current quarter. We thank you for your confidence in us in the past.

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 July 31, 2012

	Inception Date	1 Year		5 Year		Since Inception		Ending Value2
Institutional	8/1/02	0.97	%	–1.04	%	5.83	%	17,628
Class A Shares	8/1/02	–4.37	%	–2.32	%	5.00	%	16,287
Class B Shares	8/1/02	–4.98	%	–2.33	%	4.90	%	16,140
Class C Shares	8/1/02	–0.10	%	–2.08	%	4.75	%	15,899
LifeModel Aggressive Target Neutral 90% Russell 3000® Index/10% Barclays Capital U.S. Intermediate Government/Credit Bond Index Blend1		7.25	%	1.94	%	6.76	%	19,234
Barclays Capital U.S. Intermediate Government/Credit Bond Index1		4.94	%	6.02	%	5.05	%	16,373
Russell 3000® Index1		7.33	%	1.29	%	6.80	%	19,306

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 7/31/12, the gross expense ratios are 0.61% (Institutional Shares), 0.86% (Class A) and 1.61% (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.

Fund Holdings as of July 31, 2012

as a percentage of value of investments †

† Portfolio composition is subject to change.

20

Management Discussion of Fund Performance (Unaudited)

LifeModel Aggressive FundSM

Growth of a $10,000 Investment

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. Total return figures include change in share price, reinvestment of dividends and capital gains. The investment return and principal value will fluctuate so that an investor’s shares, when redeemed may be worth more or less than the original cost. For performance data current to the most recent month end, visit our website at www.fifththirdfunds.com.

The chart above represents a comparison of a hypothetical $10,000 investment in the indicated share class versus a similar investment in the Fund’s benchmarks, and represents the reinvestment of dividends and capital gains in the Fund. However, the performance does not reflect the deduction of taxes on Fund distributions, or redemption of shares.

1.	The Fund’s performance is measured against the LifeModel Aggressive Target Neutral 90% Russell 3000® Index/10% Barclays Capital U.S. Intermediate Government/Credit Bond Index Blend, an unmanaged custom-blended index, created by Fifth Third Asset Management, Inc. The LifeModel Aggressive Target Neutral 90% Russell 3000® Index/10% Barclays Capital U.S. Intermediate Government/Credit Bond Index Blend is a hypothetical blend only and does not represent underlying allocations in the Fund.
	The Russell 3000® Index measures the performance of the largest 3000 U.S. companies representing approximately 98% of the investable U.S. equity market. The 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 years.
	The Russell 3000® Index and the Barclays Capital U.S. Intermediate Government/Credit Bond Index 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 Fund’s 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.
2.	The ending value represents the value of a $10,000 investment in the indicated share class from its inception to the period ended July 31, 2012.

21

Management Discussion of Fund Performance (Unaudited)

LifeModel Moderately Aggressive FundSM

For the 12-month period ended July 31, 2012, the Fifth Third LifeModel Moderately Aggressive Fund (Institutional) gained 2.24% 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 6.98%.

The fiscal year featured dramatic sentiment swings among investors, who, as a result, endured considerable bouts of volatility. Within the opening weeks of the period, the credit rating of U.S. Treasury securities was subject to an unprecedented downgrade and concerns about the European financial system flared once again. While the Euro Zone worries proved to be a year-long issue, optimism about the U.S. economy actually grew through the winter months, only to be dashed amid lackluster employment market news during the period’s closing months.

Throughout the 12-month period, equity markets struggled with these broad macro risks and, in certain respects, this led to conditions where traditional fundamentals held less importance than usual. Market sentiment repeatedly shifted between “risk-on” and risk-off,” which kept few stock trends from gaining traction. For the universe of active managers, competitive performance was hard to source and most managers trailed their benchmark assignments. Periods dominated by index returns were rare and usually brief.

Against this backdrop, the Fund’s exposure to international stocks, while within its targeted range, hurt relative returns as non-U.S. equities struggled considerably and the benchmark includes no overseas companies. An underweight position, relative to the benchmark, in bonds also diminished relative performance. Conversely, an overweight stake in large cap domestic stocks, one of the better performing asset classes during the period, bolstered relative results.

Pursuant to the agreement between Fifth Third Funds and Touchstone Funds, the Fifth Third LifeModel Moderately Aggressive Fund was reorganized into Touchstone Funds’ Moderate Growth Allocation Fund during the current quarter. We thank you for your confidence in us in the past.

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 July 31, 2012

	Inception Date	1 Year		5 Year		Since Inception		Ending Value2
Institutional	8/1/02	2.24	%	0.32	%	6.05	%	17,996
Class A Shares	8/1/02	–3.11	%	–0.93	%	5.25	%	16,677
Class B Shares	8/1/02	–3.78	%	–0.98	%	5.16	%	16,539
Class C Shares	8/1/02	1.22	%	–0.66	%	5.01	%	16,303
LifeModel Moderately Aggressive Target Neutral 70% Russell 3000® Index/ 30% Barclays Capital U.S. Intermediate Government/ Credit Bond Index Blend1		6.98	%	3.13	%	6.59	%	18,927
Barclays Capital U.S. Intermediate Government/ Credit Bond Index1		4.94	%	6.02	%	5.05	%	16,373
Russell 3000® Index1		7.33	%	1.29	%	6.80	%	19,306

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 7/31/12, the gross expense ratios are 0.58% (Institutional Shares), 0.83% (Class A) and 1.58% (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.

Fund Holdings as of July 31, 2012

as a percentage of value of investments †

† Portfolio composition is subject to change.

22

Management Discussion of Fund Performance (unaudited)
	LifeModel Moderately Aggressive FundSM
	Growth of a $10,000 Investment

 

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. Total return figures include change in share price, reinvestment of dividends and capital gains. The investment return and principal value will fluctuate so that an investor’s shares, when redeemed may be worth more or less than the original cost. For performance data current to the most recent month end, visit our website at www.fifththirdfunds.com.

The chart above represents a comparison of a hypothetical $10,000 investment in the indicated share class versus a similar investment in the Fund’s benchmarks, and represents the reinvestment of dividends and capital gains in the Fund. However, the performance does not reflect the deduction of taxes on Fund distributions, or redemption of shares.

1.	The Fund’s performance is measured against the LifeModel Moderately Aggressive Target Neutral 70% Russell 3000® Index/30% Barclays Capital U.S. Intermediate Government/Credit Bond Index Blend, an unmanaged custom-blended index, created by Fifth Third Asset Management, Inc. The LifeModel Moderately Aggressive Target Neutral 70% Russell 3000® Index/30% Barclays Capital U.S. Intermediate Government/Credit Bond Index Blend is a hypothetical blend only and does not represent underlying allocations in the Fund. The Russell 3000® Index measures the performance of the largest 3000 U.S. companies representing approximately 98% of the investable U.S. equity market. The 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 years.
	The Russell 3000® Index and the Barclays Capital U.S. Intermediate Government/Credit Bond Index 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 Fund’s 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.
2.	The ending value represents the value of a $10,000 investment in the indicated share class from its inception to the period ended July 31, 2012.

23

Management Discussion of Fund Performance (unaudited)
	LifeModel Moderate FundSM
For the 12-month period ended July 31, 2012, the Fifth Third LifeModel Moderate Fund (Institutional) gained 3.48% 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 6.57%.

The fiscal year featured dramatic sentiment swings among investors, who, as a result, endured considerable bouts of volatility. Within the opening weeks of the period, the credit rating of U.S. Treasury securities was subject to an unprecedented downgrade and concerns about the European financial system flared once again. While the Euro Zone worries proved to be a year-long issue, optimism about the U.S. economy actually grew through the winter months, only to be dashed amid lackluster employment market news during the period’s closing months.

Throughout the 12-month period, equity markets struggled with these broad macro risks and, in certain respects, this led to conditions where traditional fundamentals held less importance than usual. Market sentiment repeatedly shifted between “risk-on” and risk-off,” which kept few stock trends from gaining traction. For the universe of active managers, competitive performance was hard to source and most managers trailed their benchmark assignments. Periods dominated by index returns were rare and usually brief.

Against this backdrop, the Fund’s exposure to international stocks, while within its targeted range, hurt relative returns as non-U.S. equities struggled considerably and the benchmark includes no overseas companies. An underweight position, relative to the benchmark, in bonds further hindered relative performance. Conversely, an overweight stake in large cap domestic stocks, one of the better performing asset classes during the period, bolstered relative results, although a bias toward less-robust value stocks diminished the relative lift.

Pursuant to the agreement between Fifth Third Funds and Touchstone Funds, the Fifth Third LifeModel Moderate Fund was reorganized into Touchstone Funds’ Balanced Allocation Fund during the current quarter. We thank you for your confidence in us in the past.

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 July 31, 2012

	Inception Date	1 Year		5 Year		Since Inception		Ending Value2
Institutional	8/1/02	3.48	%		1.69%		5.43%		16,972
Class A Shares	8/1/02	–1.84	%		0.41%		4.63%		15,729
Class B Shares	8/1/02	–2.56	%		0.35%		4.54%		15,593
Class C Shares	8/1/02	2.54	%		0.68%		4.39%		15,370
LifeModel Moderate  Target Neutral 50% Russell 3000® Index/ 50% Barclays Capital U.S. Intermediate Government/ Credit Bond Index Blend1		6.57	%		4.15%		6.30%		18,414
Barclays Capital U.S. Intermediate Government/ Credit Bond Index1		4.94	%		6.02%		5.05%		16,373
Russell 3000® Index1		7.33	%		1.29%		6.80%		19,306

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 7/31/12, the gross expense ratios are 0.48% (Institutional Shares), 0.73% (Class A) and 1.48% (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.

Fund Holdings as of July 31, 2012

as a percentage of value of investments †

† Portfolio composition is subject to change.

24

Management Discussion of Fund Performance (unaudited)
	LifeModel Moderate FundSM
	Growth of a $10,000 Investment

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. Total return figures include change in share price, reinvestment of dividends and capital gains. The investment return and principal value will fluctuate so that an investor’s shares, when redeemed may be worth more or less than the original cost. For performance data current to the most recent month end, visit our website at www.fifththirdfunds.com.

The chart above represents a comparison of a hypothetical $10,000 investment in the indicated share class versus a similar investment in the Fund’s benchmarks, and represents the reinvestment of dividends and capital gains in the Fund. However, the performance does not reflect the deduction of taxes on Fund distributions, or redemption of shares.

1.	The Fund’s performance is measured against the LifeModel Moderate Target Neutral 50% Russell 3000® Index/50% Barclays Capital U.S. Intermediate Government/Credit Bond Index Blend, an unmanaged custom-blended index, created by Fifth Third Asset Management, Inc. The LifeModel Moderate Target Neutral 50% Russell 3000® Index/50% Barclays Capital U.S. Intermediate Government/Credit Bond Index blend is a hypothetical blend only and does not represent underlying allocations in the Fund.
	The Russell 3000® Index measures the performance of the largest 3000 U.S. companies representing approximately 98% of the investable U.S. equity market. The 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 years.
	The Russell 3000® Index and the Barclays Capital U.S. Intermediate Government/Credit Bond Index 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 Fund’s 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.
2.	The ending value represents the value of a $10,000 investment in the indicated share class from its inception to the period ended July 31, 2012.

25

Management Discussion of Fund Performance (unaudited)
	LifeModel Moderately Conservative FundSM
For the 12-month period ended July 31, 2012, the Fifth Third LifeModel Moderately Conservative Fund (Institutional) gained 4.03% 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 6.32%.

The fiscal year featured fairly persistent demand for U.S. Treasury securities from investors, who found plenty of reasons to avoid riskier assets. Within the opening weeks of the period, the credit rating of Treasuries was subject to an unprecedented downgrade and concerns about the European financial system flared once again. While the Euro Zone worries proved to be a year-long issue, optimism about the U.S. economy actually grew through the winter months, which prompted some to venture back into higher yielding bonds. Yet, lackluster employment market news during the period’s closing months drove many back into the perceived safety of Treasuries.

Throughout the 12-month period, equity markets struggled with these broad macro risks and, in certain respects, this led to conditions where traditional fundamentals held less importance than usual. Market sentiment repeatedly shifted between “risk-on” and risk-off,” which kept few stock trends from gaining traction. For the universe of active managers, competitive performance was hard to source and most managers trailed their benchmark assignments. Periods dominated by index returns were rare and usually brief.

Against this backdrop, an underweight position, relative to the benchmark, in bonds diminished relative performance. The Fund’s modest exposure to international stocks, while within its targeted range, also hurt as non-U.S. equities struggled considerably and the benchmark includes no overseas companies. Conversely, an overweight stake in large cap domestic stocks, one of the better performing asset classes during the period, bolstered relative results.

Pursuant to the agreement between Fifth Third Funds and Touchstone Funds, the Fifth Third LifeModel Moderately Conservative Fund was reorganized into Touchstone Funds’ Conservative Allocation Fund during the current quarter. We thank you for your confidence in us in the past.

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 July 31, 2012

	Inception Date		1 Year		5 Year		Since Inception		Ending Value2
Institutional		8/1/02	4.03	%		2.49%		5.11%		16,459
Class A Shares		8/1/02	–1.39	%		1.17%		4.30%		15,237
Class B Shares		8/1/02	–2.05	%		1.12%		4.22%		15,124
Class C Shares		8/1/02	3.01	%		1.46%		4.06%		14,890
LifeModel Moderately Conservative Target Neutral 40% Russell 3000® Index/ 60% Barclays Capital U.S. Intermediate Government/ Credit Bond Index Blend1			6.32	%		4.61%		6.11%		18,087
Barclays Capital U.S. Intermediate Government/ Credit Bond Index1			4.94	%		6.02%		5.05%		16,373
Russell 3000® Index1			7.33	%		1.29%		6.80%		19,306

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 7/31/12, the gross expense ratios are 0.71% (Institutional Shares), 0.96% (Class A) and 1.71% (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.

Fund Holdings as of July 31, 2012

as a percentage of value of investments †

† Portfolio composition is subject to change.

26

Management Discussion of Fund Performance (unaudited)
	LifeModel Moderately Conservative FundSM
	Growth of a $10,000 Investment

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. Total return figures include change in share price, reinvestment of dividends and capital gains. The investment return and principal value will fluctuate so that an investor’s shares, when redeemed may be worth more or less than the original cost. For performance data current to the most recent month end, visit our website at www.fifththirdfunds.com.

The chart above represents a comparison of a hypothetical $10,000 investment in the indicated share class versus a similar investment in the Fund’s benchmarks, and represents the reinvestment of dividends and capital gains in the Fund. However, the performance does not reflect the deduction of taxes on Fund distributions, or redemption of shares.

1.	The Fund’s performance is measured against the LifeModel Moderately Conservative Target Neutral 40% Russell 3000® Index/60% Barclays Capital U.S. Intermediate Government/Credit Bond Index Blend, an unmanaged custom-blended index, created by Fifth Third Asset Management, Inc. The LifeModel Moderately Conservative Target Neutral 40% Russell 3000® Index/60% Barclays Capital U.S. Intermediate Government/Credit Bond Index Blend is a hypothetical blend only and does not represent underlying allocations in the Fund.
	The Russell 3000® Index measures the performance of the largest 3000 U.S. companies representing approximately 98% of the investable U.S. equity market. The 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 years.
	The Russell 3000® Index and the Barclays Capital U.S. Intermediate Government/Credit Bond Index 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 Fund’s 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.
2.	The ending value represents the value of a $10,000 investment in the indicated share class from its inception to the period ended July 31, 2012.

27

Management Discussion of Fund Performance (Unaudited)

LifeModel Conservative FundSM

For the 12-month period ended July 31, 2012, the Fifth Third LifeModel Conservative Fund (Institutional) gained 5.05% 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 5.70%.

The fiscal year featured fairly persistent demand for U.S. Treasury securities from investors, who found plenty of reasons to avoid riskier assets. Within the opening weeks of the period, the credit rating of Treasuries was subject to an unprecedented downgrade and concerns about the European financial system flared once again. While the Euro Zone worries proved to be a year-long issue, optimism about the U.S. economy actually grew through the winter months, which prompted some to venture back into higher yielding bonds. Yet, lackluster employment market news during the period’s closing months drove many back into the perceived safety of Treasuries.

Throughout the 12-month period, equity markets struggled with these broad macro risks and, in certain respects, this led to conditions where traditional fundamentals held less importance than usual. Market sentiment repeatedly shifted between “risk-on” and risk-off,” which kept few stock trends from gaining traction. For the universe of active managers, competitive performance was hard to source and most managers trailed their benchmark assignments. Periods dominated by index returns were rare and usually brief.

Against this backdrop, an underweight position, relative to the benchmark, in bonds diminished relative performance. The Fund’s modest exposure to international stocks, while within its targeted range, also hurt as non-U.S. equities struggled considerably and the benchmark includes no overseas companies. Conversely, an overweight stake in large cap domestic stocks, one of the better performing asset classes during the period, bolstered relative results.

Pursuant to the agreement between Fifth Third Funds and Touchstone Funds, the Fifth Third LifeModel Conservative Fund was reorganized into Touchstone Funds’ Conservative Allocation Fund during the current quarter. We thank you for your confidence in us in the past.

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 July 31, 2012

	Inception Date	1 Year	5 Year	Since Inception	Ending Value2
Institutional	8/1/02	5.05%	3.24%	4.69%	15,807
Class A Shares	8/1/02	–0.43%	1.93%	3.88%	14,639
Class B Shares	8/1/02	–0.98%	1.87%	3.80%	14,526
Class C Shares	8/1/02	4.02%	2.22%	3.65%	14,316
LifeModel Conservative Target Neutral 20% Russell 3000® Index/80% Barclays Capital U.S. Intermediate Government/Credit Bond Index Blend1		5.70%	5.39%	5.64%	17,304
Barclays Capital U.S. Intermediate Government/Credit Bond Index1		4.94%	6.02%	5.05%	16,373
Russell 3000® Index1		7.33%	1.29%	6.80%	19,306

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 7/31/12, the gross expense ratios are 0.75% (Institutional Shares), 1.00% (Class A) and 1.75% (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.

Fund Holdings as of July 31, 2012

as a percentage of value of investments †

 

† Portfolio composition is subject to change.

28

Management Discussion of Fund Performance (Unaudited)

LifeModel Conservative FundSM

Growth of a $10,000 Investment

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. Total return figures include change in share price, reinvestment of dividends and capital gains. The investment return and principal value will fluctuate so that an investor’s shares, when redeemed may be worth more or less than the original cost. For performance data current to the most recent month end, visit our website at www.fifththirdfunds.com.

The chart above represents a comparison of a hypothetical $10,000 investment in the indicated share class versus a similar investment in the Fund’s benchmarks, and represents the reinvestment of dividends and capital gains in the Fund. However, the performance does not reflect the deduction of taxes on Fund distributions, or redemption of shares.

1.	The Fund’s performance is measured against the LifeModel Conservative Target Neutral 20% Russell 3000® Index/80% Barclays Capital U.S. Intermediate Government/Credit Bond Index Blend, an unmanaged custom-blended index, created by Fifth Third Asset Management, Inc. The LifeModel Conservative Target Neutral 20% Russell 3000® Index/80% Barclays Capital U.S. Intermediate Government/Credit Bond Index Blend is a hypothetical blend only and does not represent underlying allocations in the Fund.
	The Russell 3000® Index measures the performance of the largest 3000 U.S. companies representing approximately 98% of the investable U.S. equity market. The 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 years.
	The Russell 3000® Index and the Barclays Capital U.S. Intermediate Government/Credit Bond Index 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 Fund’s 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.
2.	The ending value represents the value of a $10,000 investment in the indicated share class from its inception to the period ended July 31, 2012.

29

Management Discussion of Fund Performance (Unaudited)

High Yield Bond Fund

For the 12-month period ended July 31, 2012, the Fifth Third High Yield Bond Fund (Institutional) advanced 6.84% on a net of fee basis, underperforming its benchmark, the BofA Merrill Lynch U.S. High Yield, Cash Pay Index, which gained 7.37%.

The fiscal year featured dramatic sentiment swings among high yield bond investors, who, as a result, endured considerable bouts of volatility. Within the opening weeks of the period, the credit rating of U.S. Treasury securities was subject to an unprecedented downgrade and concerns about the European financial system flared once again. While the Euro Zone worries proved to be a year-long issue, optimism about the U.S. economy actually grew through the winter months, which prompted some to venture back into riskier securities. Yet, lackluster employment market news during the period’s closing months and renewed concerns about Europe drove many back into the perceived safety of Treasuries.

Specifically within the high yield bond market, higher quality Standard and Poor’s BB-rated bonds, which tend to be more sensitive to interest rate moves, generally outperformed B-rated securities and lower quality CCC-rated bonds. That said, performance mirrored investor risk tolerance, with CCC-rated issues leading the way during the middle portion of the fiscal year as confidence returned.

Against this backdrop, the Fund’s focus on higher quality issues, as evidenced by its overweight position, relative to the benchmark, in B-rated bonds, hindered relative returns. In addition, a lack of exposure to an automaker that moved back to investment grade diminished relative results.

Alternatively, limited exposure to Energy sector companies with large natural gas operations, which struggled amid all-time lows for the energy source, enhanced relative results. Similarly, underweight stakes in coal producers, which reported slumping demand as natural gas prices sank, supplied a relative lift.

Pursuant to the agreement between Fifth Third Funds and Touchstone Funds, the Fifth Third High Yield Bond Fund was reorganized into Touchstone Funds’ High Yield Fund during the current quarter. We thank you for your confidence in us in the past.

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.

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 July 31, 2012

	Inception Date	1 Year	5 Year	Since Inception	Ending Value2
Institutional	11/29/05	6.84%	9.26%	8.03%	16,746
Class A Shares	11/29/05	1.59%	7.89%	6.93%	15,642
Class B Shares	11/29/05	0.77%	7.88%	6.96%	15,666
Class C Shares	11/29/05	5.81%	8.20%	6.97%	15,679
BofA Merrill Lynch U.S. High Yield, Cash Pay Index1		7.37%	9.18%	8.69%	17,447

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 7/31/12, the gross expense ratios are 1.14% (Institutional Shares), 1.39% (Class A) and 2.14% (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.

Fund Holdings as of July 31, 2012

as a percentage of value of investments †

† Portfolio composition is subject to change.

30

Management Discussion of Fund Performance (Unaudited)

High Yield Bond Fund

Growth of a $10,000 Investment

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. Total return figures include change in share price, reinvestment of dividends and capital gains. The investment return and principal value will fluctuate so that an investor’s shares, when redeemed may be worth more or less than the original cost. For performance data current to the most recent month end, visit our website at www.fifththirdfunds.com.

The chart above represents a comparison of a hypothetical $10,000 investment in the indicated share class versus a similar investment in the Fund’s benchmark, and represents the reinvestment of dividends and capital gains in the Fund. However, the performance does not reflect the deduction of taxes on Fund distributions, or redemption of shares.
1.	The Fund’s performance is measured against the BofA Merrill Lynch U.S. High Yield, Cash Pay Index, 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. The index does not reflect the deduction of fees associated with a mutual fund such as investment management and fund accounting fees. However, the Fund’s 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.
2.	The ending value represents the value of a $10,000 investment in the indicated share class from its inception to the period ended July 31, 2012.

31

Management Discussion of Fund Performance (Unaudited)

Total Return Bond Fund

For the 12-month period ended July 31, 2012, the Fifth Third Total Return Bond Fund (Institutional) gained 8.62% on a net of fee basis, outperforming its benchmark, the Barclays Capital Aggregate Bond Index, which advanced 7.25%.

The fiscal year featured fairly persistent demand for U.S. Treasury securities from investors, who found plenty of reasons to avoid riskier assets. Within the opening weeks of the period, the credit rating of Treasuries was subject to an unprecedented downgrade and concerns about the European financial system flared once again. While the Euro Zone worries proved to be a year-long issue, optimism about the U.S. economy actually grew through the winter months, which prompted some to venture back into higher yielding bonds. Yet, lackluster employment market news during the period’s closing months drove many back into the perceived safety of Treasuries.

Although corporate bonds, in general, lagged Treasuries, the Fund benefited from investments in intermediate-term debt from higher quality issuers, which actually outperformed comparable Treasuries. In addition, the Fund’s exposure to higher yielding Commercial Mortgage-backed Securities (MBS) generally enhanced relative returns, especially when investors moved away from Treasuries. A stake in Non-U.S. Government Agency Mortgage-backed Securities further enhanced relative results as investors sensed that the residential real estate market had finally formed a bottom, aided by a more systematic approach to handling foreclosures, and bid up the bonds.

Alternatively, Agency MBS hindered relative performance, although the Fund locked in select gains early on, before demand faltered mid-period. Further weighing on relative results was the Fund’s duration position, which was slightly shorter than the benchmark – and therefore designed to benefit from rising rates – throughout the fiscal year.

Pursuant to the agreement between Fifth Third Funds and Touchstone Funds, the Fifth Third Total Return Bond Fund was reorganized into Touchstone Funds’ Core Bond Fund during the current quarter. We thank you for your confidence in us in the past.

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.

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 July 31, 2012

	1 Year	5 Year	10 Year	Ending Value2
Institutional	8.62%	5.13%	4.51%	15,543
Class A Shares	3.35%	3.88%	3.76%	14,462
Class B Shares	2.49%	3.75%	3.63%	14,286
Class C Shares	7.53%	4.10%	3.47%	14,066
Barclays Capital U.S. Aggregate Bond Index1	7.25%	6.91%	5.65%	17,325

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 7/31/12, the gross expense ratios are 0.92% (Institutional Shares), 1.17% (Class A) and 1.92% (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.

Fund Holdings as of July 31, 2012

as a percentage of value of investments †

†	Portfolio composition is subject to change.

32

Management Discussion of Fund Performance (Unaudited)

Total Return Bond Fund

Growth of a $10,000 Investment

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. Total return  figures include change in share price, reinvestment of dividends and capital gains. The investment return and principal value will fluctuate so that an investor’s shares, when redeemed may be worth more or less than the original cost. For performance data current to the most recent month end, visit our website at www.fifththirdfunds.com.

The chart above represents a comparison of a hypothetical $10,000 investment in the indicated share class versus a similar investment in the Fund’s benchmark, and represents the reinvestment of dividends and capital gains in the Fund. However, the performance does not reflect the deduction of taxes on Fund distributions, or redemption of shares.

1.	The Fund’s performance is measured against the Barclays Capital U.S. Aggregate Bond Index. The 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.
	The Barclays Capital U.S. Aggregate Bond Index is an unmanaged index and does not reflect the deduction of fees associated with a mutual fund such as investment management and fund accounting fees. However, the Fund’s 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.
2.	The ending value represents the value of a $10,000 investment in the indicated share class for the 10-year period ended July 31, 2012.

33

Management Discussion of Fund Performance (Unaudited)

Short Term Bond Fund

For the 12-month period ended July 31, 2012, the Fifth Third Short Term Bond Fund (Institutional) advanced 1.52% on a net of fee basis, outperforming its primary benchmark, the BofA Merrill Lynch 1-3 Year Government/Corporate Bond Index, which gained 1.23%.

The fiscal year featured persistent demand for U.S. Treasury securities, which pushed yields to record lows as investors found plenty of reasons to avoid riskier assets. Within the opening weeks of the period, the credit rating of Treasuries was subject to an unprecedented downgrade and concerns about the European financial system flared once again. While the Euro Zone worries proved to be a year-long issue, optimism about the U.S. economy actually grew through the winter months. This sentiment, along with a Federal Reserve statement that its key interest rate would remain near zero through at least late 2014, led to a market-wide reach for yield. As a result, higher yielding securities outperformed ultra-low yielding government bonds through the second half of the period.

At the short-term end of the yield curve, yields lingered near low levels for much of the period. Even the implementation and expansion of the Federal Reserve’s Operation Twist, a program in which the central bank will sell a total of $667 billion worth of short-term debt to purchase longer-term Treasury securities through December 2012, failed to dent prices (which move in the opposite direction of yields).

Against this backdrop, the Fund benefited from overweight positions, relative to the benchmark, in higher yielding corporate bonds and U.S. Government Agency bonds. Asset-backed Securities, Commercial Mortgage-backed Securities, and Residential Mortgage-backed securities also supplied a lift. Conversely, the Fund’s duration position, which was slightly shorter than the benchmark – and therefore designed to benefit from rising rates – modestly diminished relative results for much of the fiscal year.

Pursuant to the agreement between Fifth Third Funds and Touchstone Funds, the Fifth Third Short Term Bond Fund was reorganized into Touchstone Funds’ Ultra Short Duration Fixed Income Fund during the current quarter. We thank you for your previous confidence in us and your investments with Fifth Third Funds.

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.

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 July 31, 2012

	1 Year	5 Year	10 Year	Ending Value2
Institutional	1.52%	3.31%	3.01%	13,458
Class A Shares	–1.70%	2.45%	2.48%	12,773
Class C Shares	0.64%	2.32%	2.00%	12,190
BofA Merrill Lynch 1-3 Year Government/ Corporate Bond Index1	1.23%	3.54%	3.32%	13,861

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 7/31/12, the gross expense ratios are 0.82% (Institutional Shares), 1.07% (Class A) and 1.82% (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.

Fund Holdings as of July 31, 2012

as a percentage of value of investments †

† Portfolio composition is subject to change.

34

Management Discussion of Fund Performance (Unaudited)

Short Term Bond Fund

Growth of a $10,000 Investment

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. Total return figures include change in share price, reinvestment of dividends and capital gains. The investment return and principal value will fluctuate so that an investor’s shares, when redeemed may be worth more or less than the original cost. For performance data current to the most recent month end, visit our website at www.fifththirdfunds.com.

The chart above represents a comparison of a hypothetical $10,000 investment in the indicated share class versus a similar investment in the Fund’s benchmark, and represents the reinvestment of dividends and capital gains in the Fund. However, the performance does not reflect the deduction of taxes on Fund distributions, or redemption of shares.
1.	The Fund’s performance is measured against the BofA Merrill Lynch 1-3 Year Government/Corporate Bond Index. The 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.
	The BofA Merrill Lynch 1-3 Year Government/Corporate Bond Index is unmanaged and does not reflect the deduction of fees associated with a mutual fund such as investment management and fund accounting fees.
	However, the Fund’s 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.
2.	The ending value represents the value of a $10,000 investment in the indicated share class for the 10-year period ended July 31, 2012.

35

Mid Cap Growth

Schedule of Investments

July 31, 2012

	Shares		Value
Common Stocks (96.0%)
Aerospace & Defense (2.1%)
TransDigm Group, Inc. *		14,000	$	1,727,040
Beverages-Non-alcoholic (1.7%)
Monster Beverage Corp. *		21,000		1,395,870
Biotechnology * (9.4%)
Alexion Pharmaceuticals, Inc.		21,000		2,201,850
Ariad Pharmaceuticals, Inc.		65,000		1,243,450
Medivation, Inc.		16,000		1,595,200
Onyx Pharmaceuticals, Inc.		12,000		899,640
Regeneron Pharmaceuticals, Inc.		9,000		1,211,850
Vertex Pharmaceuticals, Inc.		11,000		533,610
				7,685,600
Capital Markets (1.5%)
Affiliated Managers Group, Inc. *		11,000		1,227,490
Chemicals (7.4%)
Airgas, Inc.		11,000		872,520
CF Industries Holdings, Inc.		5,000		978,800
Ecolab, Inc.		22,000		1,439,900
FMC Corp.		30,000		1,641,000
Valspar Corp.		23,000		1,154,600
				6,086,820
Commercial Banks (2.6%)
Comerica, Inc.		32,000		966,720
Texas Capital Bancshares, Inc. *		26,000		1,120,340
				2,087,060
Computers & Peripherals (1.4%)
3D Systems Corp. *		31,000		1,178,000
Electrical Equipment (3.3%)
AMETEK, Inc.		42,000		1,302,000
Roper Industries, Inc.		14,000		1,392,300
				2,694,300
Energy Equipment & Services (2.5%)
Atwood Oceanics, Inc. *		20,000		890,600
Oceaneering International, Inc.		23,000		1,188,870
				2,079,470
Food Products (2.5%)
Hershey Co. (The)		16,000		1,147,840
Mead Johnson Nutrition Co.		12,000		875,520
				2,023,360
Health Care Equipment & Supplies (4.1%)
Cooper Cos., Inc. (The)		9,000		677,340
Edwards Lifesciences Corp. *		10,000		1,012,000
Endologix, Inc. *		69,000		810,750
IDEXX Laboratories, Inc. *		10,000		881,700
				3,381,790
Health Care Technology (0.9%)
Cerner Corp. *		10,000		739,200
Hotels, Restaurants & Leisure (1.0%)
Marriott Vacations Worldwide Corp. *		27,000		837,540
Household Durables (1.4%)
Lennar Corp., Class A		38,000		1,109,980
Industrial Conglomerates (2.5%)
Carlisle Cos., Inc.		19,000		959,310
Textron, Inc.		41,000		1,068,050
				2,027,360
Internet & Catalog Retail (1.1%)
TripAdvisor, Inc. *		25,000		935,250
Internet Software & Services * (4.7%)
AOL, Inc.		27,000		860,220
Equinix, Inc.		7,000		1,247,260
LinkedIn Corp., Class A		10,000		1,026,500
Rackspace Hosting, Inc.		16,000		702,080
				3,836,060
IT Services (1.9%)
Teradata Corp. *		23,000		1,555,260
Leisure Equipment & Products (1.4%)
Polaris Industries, Inc.		15,000		1,127,400
Machinery (3.6%)
Colfax Corp. *		28,000		810,320
Snap-On, Inc.		13,000		881,140
Wabtec Corp.		16,000		1,266,880
				2,958,340
Media (1.2%)
Charter Communications, Inc. *		13,000		999,960
Multiline Retail (1.9%)
Dollar Tree, Inc. *		30,000		1,510,200
Networking Products (0.5%)
Palo Alto Networks, Inc. *		7,000		399,980
Oil, Gas & Consumable Fuels (3.2%)
Cobalt International Energy, Inc. *		35,000		878,500
Continental Resources, Inc. *		12,000		767,880
Pioneer Natural Resources Co.		11,000		974,930
				2,621,310
Pharmacy Services (1.5%)
Catamaran Corp. *		14,000		1,183,140
Retail-Miscellaneous / Diversified (0.5%)
Five Below, Inc. *		15,000		440,100
Road & Rail (2.7%)
JB Hunt Transport Services, Inc.		16,000		880,320
Kansas City Southern		18,000		1,310,400
				2,190,720

Continued

36

Mid Cap Growth

Schedule of Investments, continued

July 31, 2012

	Shares		Value
Common Stocks, continued
Semiconductors & Semiconductor Equipment (5.3%)
Cirrus Logic, Inc. *		43,000	$	1,581,110
FEI Co.		18,000		858,780
Mellanox Technologies, Ltd. *		18,000		1,887,480
				4,327,370
Software * (5.6%)
Allot Communications, Ltd.		37,000		909,460
CommVault Systems, Inc.		20,000		970,400
Fortinet, Inc.		31,000		744,310
Sourcefire, Inc.		19,000		969,950
TIBCO Software, Inc.		34,000		955,060
				4,549,180
Specialty Retail (12.8%)
American Eagle Outfitters, Inc.		65,000		1,353,300
DSW, Inc., Class A		16,000		945,920
Gap, Inc. (The)		44,000		1,297,560
GNC Holdings, Inc., Class A		31,000		1,194,430
Ross Stores, Inc.		27,000		1,793,880
Sally Beauty Holdings, Inc. *		52,000		1,373,840
Tractor Supply Co.		15,000		1,363,050
Ulta Salon Cosmetics & Fragrance, Inc.		14,000		1,188,320
				10,510,300
Textiles, Apparel & Luxury Goods (1.1%)
Under Armour, Inc., Class A *		17,000		925,480
Trading Companies & Distributors (1.3%)
Fastenal Co.		24,000		1,034,880
Wireless Telecommunication Services (1.4%)
Crown Castle International Corp. *		19,000		1,175,720
Total Common Stocks				78,561,530
Investments in Affiliates (4.2%)
Fifth Third Institutional Money Market Fund (a)		3,428,232		3,428,232
Total Investments in Affiliates				3,428,232
Total Investments (Cost $70,246,056) – 100.2%				81,989,762
Liabilities in excess of other assets – (0.2%)				(159,681	)
NET ASSETS – 100.0%			$	81,830,081

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.

Quality Growth

Schedule of Investments

July 31, 2012

	Shares		Value
Common Stocks (97.3%)
Aerospace & Defense (2.0%)
Precision Castparts Corp.		22,000	$	3,422,320
United Technologies Corp.		31,000		2,307,640
				5,729,960
Auto Components (0.6%)
Johnson Controls, Inc.		75,000		1,848,750
Beverages (3.0%)
Coca-Cola Co. (The)		108,000		8,726,400
Beverages-Wine / Spirits (1.6%)
Beam, Inc.		75,000		4,716,000
Biotechnology * (3.6%)
Alexion Pharmaceuticals, Inc.		56,000		5,871,600
Biogen Idec, Inc.		31,000		4,520,730
				10,392,330
Chemicals (6.8%)
Airgas, Inc.		54,000		4,283,280
Ecolab, Inc.		51,000		3,337,950
FMC Corp.		113,000		6,181,100
Valspar Corp.		115,000		5,773,000
				19,575,330
Commercial Banks (1.5%)
Wells Fargo & Co.		125,000		4,226,250
Commercial Services & Supplies (1.4%)
Stericycle, Inc. *		42,000		3,899,700
Communications Equipment (2.0%)
Qualcomm, Inc.		97,000		5,788,960
Computers & Peripherals * (8.7%)
Apple, Inc.		31,700		19,361,092
EMC Corp.		216,000		5,661,360
				25,022,452
Construction & Engineering (0.6%)
Fluor Corp.		35,000		1,735,300
Consumer Finance (1.8%)
American Express Co.		92,000		5,309,320
Diversified Financial Services (1.0%)
JP Morgan Chase & Co.		82,000		2,952,000
Electrical Equipment (1.8%)
AMETEK, Inc.		168,000		5,208,000
Energy Equipment & Services (2.8%)
National Oilwell Varco, Inc.		54,000		3,904,200
Schlumberger, Ltd.		59,000		4,204,340
				8,108,540
Food & Staples Retailing (2.0%)
Costco Wholesale Corp.		59,000		5,674,620

Continued

37

Quality Growth

Schedule of Investments, continued

July 31, 2012

	Shares		Value
Common Stocks, continued
Food Products (1.6%)
Hershey Co. (The)		20,000	$	1,434,800
Mead Johnson Nutrition Co.		43,000		3,137,280
				4,572,080
Health Care Equipment & Supplies (2.5%)
Cooper Cos., Inc. (The)		51,000		3,838,260
Intuitive Surgical, Inc. *		6,800		3,274,200
				7,112,460
Health Care Providers & Services (1.7%)
UnitedHealth Group, Inc.		94,000		4,802,460
Hotels, Restaurants & Leisure (3.1%)
McDonald’s Corp.		67,000		5,987,120
Starwood Hotels & Resorts Worldwide, Inc.		54,000		2,924,100
				8,911,220
Household Products (1.0%)
Procter & Gamble Co. (The)		45,000		2,904,300
Internet & Catalog Retail (1.3%)
priceline.com, Inc. *		5,500		3,639,570
Internet Software & Services (0.5%)
eBay, Inc. *		30,000		1,329,000
IT Services (10.2%)
Fiserv, Inc. *		89,000		6,241,570
International Business Machines Corp.		62,000		12,150,760
Mastercard, Inc., Class A		13,000		5,675,410
Teradata Corp. *		77,000		5,206,740
				29,274,480
Life Sciences Tools & Services (2.4%)
Agilent Technologies, Inc.		108,000		4,135,320
Mettler-Toledo International, Inc. *		17,000		2,631,600
				6,766,920
Machinery (3.2%)
Cummins, Inc.		28,000		2,685,200
Danaher Corp.		93,000		4,911,330
Deere & Co.		20,000		1,536,400
				9,132,930
Metals & Mining (0.3%)
Freeport-McMoRan Copper & Gold, Inc.		30,000		1,010,100
Multi-Utilities (1.9%)
Wisconsin Energy Corp.		135,000		5,499,900
Oil, Gas & Consumable Fuels (5.9%)
EOG Resources, Inc.		30,000		2,940,300
Exxon Mobil Corp.		112,000		9,727,200
Occidental Petroleum Corp.		50,000		4,351,500
				17,019,000
Personal Products (1.3%)
Estee Lauder Cos., Inc. (The), Class A		72,000		3,771,360
Pharmaceuticals (1.3%)
Perrigo Co.		33,000		3,762,660
Road & Rail (1.5%)
Union Pacific Corp.		36,000		4,413,960
Semiconductors & Semiconductor Equipment (3.0%)
Intel Corp.		216,000		5,551,200
Maxim Integrated Products, Inc.		109,000		2,968,070
				8,519,270
Software (4.4%)
Microsoft Corp.		195,000		5,746,650
Oracle Corp.		123,000		3,714,600
TIBCO Software, Inc. *		115,000		3,230,350
				12,691,600
Specialty Retail (6.1%)
Home Depot, Inc.		104,000		5,426,720
Sally Beauty Holdings, Inc. *		188,000		4,966,960
TJX Cos., Inc.		75,000		3,321,000
Tractor Supply Co.		41,000		3,725,670
				17,440,350
Textiles, Apparel & Luxury Goods (1.6%)
PVH Corp.		58,000		4,606,940
Trading Companies & Distributors (1.3%)
Fastenal Co.		90,000		3,880,800
Total Common Stocks				279,975,272
Investments in Affiliates (2.9%)
Fifth Third Institutional Money Market Fund (a)		8,348,260		8,348,260
Total Investments in Affiliates				8,348,260
Total Investments (Cost $220,597,237) – 100.2%				288,323,532
Liabilities in excess of other assets – (0.2%)				(565,255	)
NET ASSETS – 100.0%			$	287,758,277

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.

38

Micro Cap Value

Schedule of Investments

July 31, 2012

	Shares		Value
Common Stocks (90.9%)
Aerospace & Defense (2.1%)
AAR Corp.		23,100	$	328,251
Ducommun, Inc. *		55,300		545,258
				873,509
Auto Components (0.6%)
Motorcar Parts of America, Inc. *		57,022		253,748
Capital Markets (5.0%)
Gladstone Capital Corp.		40,163		327,328
JMP Group, Inc.		42,300		263,529
MVC Capital, Inc.		31,262		397,340
NGP Capital Resources Co.		52,742		385,017
Safeguard Scientifics, Inc. *		25,900		400,673
SWS Group, Inc. *		58,621		335,898
				2,109,785
Commercial Banks (9.4%)
Center Bancorp, Inc.		36,213		400,154
Hanmi Financial Corp. *		37,600		411,720
Independent Bank Corp.		16,627		493,988
MainSource Financial Group, Inc.		44,858		523,942
Northrim BanCorp, Inc.		13,236		266,838
Renasant Corp.		32,782		580,241
Simmons First National Corp., Class A		13,918		324,846
Sterling Bancorp		54,799		525,522
Washington Trust Bancorp, Inc.		18,483		458,748
				3,985,999
Commercial Services & Supplies (3.0%)
Ceco Environmental Corp.		61,900		495,200
Consolidated Graphics, Inc. *		18,100		429,151
Schawk, Inc.		30,809		350,606
				1,274,957
Communications Equipment * (1.5%)
EXFO, Inc.		36,100		170,031
Westell Technologies, Inc., Class A		211,100		462,309
				632,340
Construction & Engineering (3.4%)
Great Lakes Dredge & Dock Corp.		60,900		434,217
Orion Marine Group, Inc. *		65,900		476,457
Pike Electric Corp. *		63,196		541,590
				1,452,264
Distributors (0.8%)
VOXX International Corp. *		41,910		313,906
Diversified Consumer Services (0.7%)
Carriage Services, Inc.		37,260		301,061
Diversified Telecommunication Services * (2.4%)
Neutral Tandem, Inc.		37,800		516,348
Premiere Global Services, Inc.		55,354		507,043
				1,023,391
Electric Utilities (1.6%)
Unitil Corp.		25,803		685,328
Electrical Equipment (1.3%)
PowerSecure International, Inc. *		120,900		552,513
Electronic Equipment, Instruments & Components (0.9%)
CTS Corp.		42,833		381,214
Energy Equipment & Services (0.5%)
North American Energy Partners, Inc. *		84,106		222,881
Food & Staples Retailing (2.1%)
Nash Finch Co.		20,534		393,431
Spartan Stores, Inc.		28,800		495,360
				888,791
Food Products * (1.9%)
Chiquita Brands International, Inc.		40,700		210,826
Omega Protein Corp.		21,000		174,930
Overhill Farms, Inc.		111,740		430,199
				815,955
Gas Utilities (1.5%)
Chesapeake Utilities Corp.		13,901		635,832
Health Care Equipment & Supplies * (1.9%)
Medical Action Industries, Inc.		80,029		278,501
Symmetry Medical, Inc.		69,400		537,850
				816,351
Health Care Providers & Services (3.2%)
BioScrip, Inc. *		85,600		544,416
Cross Country Healthcare, Inc. *		77,797		354,754
US Physical Therapy, Inc.		17,400		446,658
				1,345,828
Health Care Technology (1.0%)
Omnicell, Inc. *		32,755		427,453
Hotels, Restaurants & Leisure (0.6%)
Frisch’s Restaurants, Inc.		7,791		253,285
Household Durables (0.9%)
Hooker Furniture Corp.		32,700		385,533
Insurance (4.7%)
American Equity Investment Life Holding Co.		42,639		497,597
EMC Insurance Group, Inc.		20,300		410,466
Homeowners Choice, Inc.		11,966		216,944
Meadowbrook Insurance Group, Inc.		54,983		387,080
SeaBright Holdings, Inc.		53,808		453,601
				1,965,688
Internet Software & Services (1.1%)
Perficient, Inc. *		35,560		472,592

Continued

39

Micro Cap Value

Schedule of Investments, continued

July 31, 2012

	Shares		Value
Common Stocks, continued
IT Services * (2.4%)
Ciber, Inc.		65,372	$	245,145
Computer Task Group, Inc.		22,400		333,984
Global Cash Access Holdings, Inc.		68,300		441,218
				1,020,347
Life Sciences Tools & Services (0.7%)
Cambrex Corp. *		32,900		303,667
Machinery (1.1%)
Greenbrier Cos., Inc. *		29,518		481,143
Metals & Mining (0.9%)
Great Panther Silver, Ltd. *		221,700		368,022
Multiline Retail (1.0%)
Fred’s, Inc., Class A		29,194		414,555
Oil, Gas & Consumable Fuels * (1.9%)
Endeavour International Corp.		49,432		423,632
Petroquest Energy, Inc.		65,000		358,150
				781,782
Paper & Forest Products (1.4%)
PH Glatfelter Co.		35,992		572,633
Pharmaceuticals (0.3%)
Sciclone Pharmaceuticals, Inc. *		20,000		115,000
Professional Services (4.5%)
Barrett Business Services, Inc.		17,805		465,066
CBIZ, Inc. *		57,551		304,445
Dolan Co. (The) *		78,853		384,803
GP Strategies Corp. *		21,600		369,576
Navigant Consulting, Inc. *		33,500		389,605
				1,913,495
Real Estate Investment Trusts (4.9%)
CapLease, Inc.		116,100		528,255
Gladstone Commercial Corp.		24,100		416,689
Monmouth Real Estate Investment Corp., Class A		57,706		642,845
UMH Properties, Inc.		41,500		463,970
				2,051,759
Road & Rail (4.3%)
Arkansas Best Corp.		25,500		349,095
Celadon Group, Inc.		30,620		457,157
Marten Transport, Ltd.		16,720		300,124
Saia, Inc. *		9,493		214,542
USA Truck, Inc. *		44,127		184,892
Vitran Corp., Inc. *		63,550		294,872
				1,800,682
Semiconductors & Semiconductor Equipment * (2.1%)
IXYS Corp.		23,149		233,805
Pericom Semiconductor Corp.		25,312		203,509
Photronics, Inc.		45,305		265,034
Rudolph Technologies, Inc.		18,544		185,440
				887,788
Specialty Retail (4.6%)
Cache, Inc. *		57,133		199,965
Casual Male Retail Group, Inc. *		73,010		277,438
OfficeMax, Inc. *		127,400		572,026
Stage Stores, Inc.		29,400		556,836
Stein Mart, Inc. *		43,643		346,962
				1,953,227
Thrifts & Mortgage Finance (7.1%)
Berkshire Hills Bancorp, Inc.		24,295		545,666
BofI Holding, Inc. *		32,150		648,465
Dime Community Bancshares, Inc.		42,900		622,050
ViewPoint Financial Group		40,691		716,365
WSFS Financial Corp.		11,062		458,299
				2,990,845
Trading Companies & Distributors (0.9%)
Aceto Corp.		41,698		366,108
Wireless Telecommunication Services (0.7%)
USA Mobility, Inc.		26,905		299,722
Total Common Stocks				38,390,979
Investments in Affiliates (9.3%)
Fifth Third Institutional Money Market Fund (a)		3,917,629		3,917,629
Total Investments in Affiliates				3,917,629
Total Investments (Cost $40,107,833) – 100.2%				42,308,608
Liabilities in excess of other assets – (0.2%)				(93,603	)
NET ASSETS – 100.0%			$	42,215,005

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.

40

Small Cap Value

Schedule of Investments

July 31, 2012

	Shares		Value
Common Stocks (95.8%)
Aerospace & Defense (2.8%)
AAR Corp.		47,400	$	673,554
Spirit Aerosystems Holdings, Inc., Class A *		33,400		784,900
				1,458,454
Capital Markets (0.8%)
SWS Group, Inc.		73,149		419,144
Commercial Banks (7.9%)
FNB Corp.		59,901		651,723
Glacier Bancorp, Inc.		37,587		570,195
Independent Bank Corp.		22,100		656,591
Old National Bancorp		68,058		833,030
Renasant Corp.		44,252		783,260
United Bankshares, Inc.		29,559		688,725
				4,183,524
Commercial Services & Supplies (3.2%)
Consolidated Graphics, Inc. *		23,830		565,009
KAR Auction Services, Inc. *		37,800		605,178
Schawk, Inc.		47,500		540,550
				1,710,737
Communications Equipment (0.8%)
Comtech Telecommunications Corp.		14,717		402,068
Construction & Engineering (2.5%)
Great Lakes Dredge & Dock Corp.		106,800		761,484
Pike Electric Corp. *		65,685		562,920
				1,324,404
Consumer Finance (1.5%)
Cash America International, Inc.		20,977		803,839
Diversified Telecommunication Services * (2.9%)
Neutral Tandem, Inc.		49,046		669,968
Premiere Global Services, Inc.		92,400		846,384
				1,516,352
Electric Utilities (4.2%)
El Paso Electric Co.		20,500		693,925
Portland General Electric Co.		27,500		748,825
Unitil Corp.		28,923		768,195
				2,210,945
Energy Equipment & Services * (3.0%)
Helix Energy Solutions Group, Inc.		30,771		550,185
North American Energy Partners, Inc.		140,717		372,900
Parker Drilling Co.		138,933		643,260
				1,566,345
Food & Staples Retailing (1.6%)
Spartan Stores, Inc.		47,700		820,440
Food Products (3.6%)
Fresh Del Monte Produce, Inc.		35,328		865,536
Lancaster Colony Corp.		7,500		519,675
Sanderson Farms, Inc.		14,300		526,669
				1,911,880
Gas Utilities (1.6%)
Atmos Energy Corp.		23,300		835,305
Health Care Equipment & Supplies * (2.9%)
Sirona Dental Systems, Inc.		14,600		631,158
Symmetry Medical, Inc.		112,700		873,425
				1,504,583
Health Care Providers & Services (1.5%)
BioScrip, Inc. *		121,100		770,196
Health Care Technology (1.7%)
MedAssets, Inc. *		66,500		877,135
Insurance (7.7%)
American Equity Investment Life Holding Co.		75,900		885,753
Aspen Insurance Holdings, Ltd.		30,300		870,822
Endurance Specialty Holdings, Ltd.		15,101		523,552
Kemper Corp.		29,900		978,328
Protective Life Corp.		28,500		795,435
				4,053,890
IT Services (1.3%)
Global Cash Access Holdings, Inc. *		103,100		666,026
Machinery (1.5%)
Greenbrier Cos., Inc. *		47,400		772,620
Media (1.4%)
Gannett Co., Inc.		54,300		766,173
Metals & Mining * (3.0%)
AuRico Gold, Inc.		125,629		816,588
Coeur d’Alene Mines Corp.		47,951		782,081
				1,598,669
Multi-Utilities (3.5%)
Avista Corp.		32,900		910,672
Black Hills Corp.		28,928		921,357
				1,832,029
Multiline Retail (1.3%)
Fred’s, Inc., Class A		50,291		714,132
Oil, Gas & Consumable Fuels (3.9%)
Endeavour International Corp. *		91,002		779,887
Petroquest Energy, Inc. *		64,300		354,293
W&T Offshore, Inc.		49,900		922,651
				2,056,831
Paper & Forest Products (1.5%)
PH Glatfelter Co.		48,813		776,615
Professional Services (1.3%)
Navigant Consulting, Inc. *		57,366		667,167

Continued

41

Small Cap Value

Schedule of Investments, continued

July 31, 2012

	Shares		Value
Common Stocks, continued
Real Estate Investment Trusts (11.6%)
American Realty Capital Trust, Inc.		69,100	$	761,482
Brandywine Realty Trust		57,147		678,907
CubeSmart		77,538		929,681
Entertainment Properties Trust		17,164		775,126
First Potomac Realty Trust		42,465		492,169
LaSalle Hotel Properties		29,789		782,259
Lexington Realty Trust		103,300		923,502
Monmouth Real Estate Investment Corp., Class A		71,000		790,940
				6,134,066
Road & Rail (2.3%)
Marten Transport, Ltd.		30,300		543,885
Werner Enterprises, Inc.		28,444		656,488
				1,200,373
Semiconductors & Semiconductor Equipment * (2.1%)
Entegris, Inc.		78,340		630,637
Photronics, Inc.		80,400		470,340
				1,100,977
Software (1.5%)
Ebix, Inc.		35,600		772,164
Specialty Retail (4.8%)
OfficeMax, Inc. *		204,600		918,654
Rent-A-Center, Inc.		24,254		862,472
Stage Stores, Inc.		39,900		755,706
				2,536,832
Thrifts & Mortgage Finance (3.8%)
Berkshire Hills Bancorp, Inc.		31,600		709,736
Dime Community Bancshares, Inc.		49,400		716,300
ViewPoint Financial Group		34,330		604,380
				2,030,416
Wireless Telecommunication Services (0.8%)
USA Mobility, Inc.		39,200		436,688
Total Common Stocks				50,431,019
Investments in Affiliates (4.2%)
Fifth Third Institutional Money Market Fund (a)		2,236,290		2,236,290
Total Investments in Affiliates				2,236,290
Total Investments (Cost $49,481,909) – 100.0%				52,667,309
Liabilities in excess of other assets – (0.0%)				(9,095	)
NET ASSETS – 100.0%			$	52,658,214

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.

All Cap Value

Schedule of Investments

July 31, 2012

	Shares		Value
Common Stocks (96.8%)
Aerospace & Defense (3.5%)
AAR Corp.		38,837	$	551,874
General Dynamics Corp.		24,590		1,559,990
Spirit Aerosystems Holdings, Inc., Class A *		28,037		658,869
				2,770,733
Automobiles (1.5%)
General Motors Co. *		57,906		1,141,327
Biotechnology (4.4%)
Amgen, Inc.		27,384		2,261,919
Gilead Sciences, Inc. *		22,216		1,206,995
				3,468,914
Capital Markets (5.4%)
Ameriprise Financial, Inc.		28,846		1,491,915
Goldman Sachs Group, Inc. (The)		7,933		800,440
Invesco, Ltd.		54,362		1,203,031
UBS AG *		64,729		686,127
				4,181,513
Chemicals (1.2%)
Dow Chemical Co. (The)		33,840		973,915
Commercial Banks (6.2%)
BB&T Corp.		36,468		1,144,001
First Niagara Financial Group, Inc.		49,721		376,885
KeyCorp		216,978		1,731,485
Old National Bancorp		69,172		846,665
United Bankshares, Inc.		14,494		337,710
Wells Fargo & Co.		11,845		400,480
				4,837,226
Communications Equipment (2.7%)
Cisco Systems, Inc.		133,643		2,131,606
Computers & Peripherals (2.5%)
Dell, Inc. *		46,210		548,975
SanDisk Corp. *		22,262		915,636
Seagate Technology PLC		16,440		493,529
				1,958,140
Diversified Financial Services (5.5%)
Citigroup, Inc.		80,448		2,182,554
JP Morgan Chase & Co.		42,297		1,522,692
NYSE Euronext		21,708		553,120
				4,258,366
Diversified Telecommunication Services (5.8%)
AT&T, Inc.		64,527		2,446,864
CenturyLink, Inc.		39,548		1,642,824
Neutral Tandem, Inc. *		30,064		410,674
				4,500,362
Electric Utilities (4.5%)
Edison International		17,110		790,140
Exelon Corp.		30,875		1,207,830
NextEra Energy, Inc.		12,643		896,388
Pepco Holdings, Inc.		32,828		655,247
				3,549,605

Continued

42

All Cap Value

Schedule of Investments, continued

July 31, 2012

	Shares		Value
Common Stocks, continued
Electronic Equipment, Instruments & Components (0.6%)
Avnet, Inc. *		14,413	$	454,010
Energy Equipment & Services (3.2%)
Ensco PLC, ADR		11,708		636,096
Helix Energy Solutions Group, Inc. *		15,400		275,352
Nabors Industries, Ltd. *		35,007		484,497
Noble Corp. *		25,623		948,051
North American Energy Partners, Inc. *		50,725		134,421
				2,478,417
Food & Staples Retailing (1.1%)
Kroger Co. (The)		26,954		597,570
Spartan Stores, Inc.		13,313		228,984
				826,554
Food Products (0.5%)
Kraft Foods, Inc., Class A		9,811		389,595
Health Care Equipment & Supplies (0.5%)
Symmetry Medical, Inc. *		51,251		397,195
Health Care Providers & Services (5.0%)
CIGNA Corp.		44,948		1,810,505
UnitedHealth Group, Inc.		41,144		2,102,047
				3,912,552
Industrial Conglomerates (4.0%)
General Electric Co.		149,271		3,097,373
Insurance (6.6%)
Allstate Corp. (The)		22,631		776,243
American Equity Investment Life Holding Co.		32,022		373,697
Aon PLC		11,401		560,929
Aspen Insurance Holdings, Ltd.		6,826		196,179
Meadowbrook Insurance Group, Inc.		39,806		280,234
Principal Financial Group, Inc.		14,995		383,722
Progressive Corp. (The)		42,028		829,633
Prudential Financial, Inc.		20,323		981,195
Reinsurance Group of America, Inc.		4,370		243,278
Unum Group		29,163		550,889
				5,175,999
Machinery (1.0%)
Eaton Corp.		11,789		516,830
Greenbrier Cos., Inc. *		16,631		271,085
				787,915
Media (5.7%)
DISH Network Corp., Class A		19,461		598,620
Gannett Co., Inc.		59,599		840,942
Time Warner, Inc.		39,470		1,544,066
Viacom, Inc., Class B		31,181		1,456,465
				4,440,093
Metals & Mining (1.3%)
Alcoa, Inc.		57,089		483,544
AuRico Gold, Inc. *		30,194		196,261
Coeur d’Alene Mines Corp. *		22,748		371,020
				1,050,825
Multi-Utilities (0.3%)
PG&E Corp.		5,259		242,755
Office Electronics (0.8%)
Xerox Corp.		86,775		601,351
Oil, Gas & Consumable Fuels (9.6%)
Apache Corp.		15,806		1,361,213
BP PLC, ADR		45,105		1,799,690
Chevron Corp.		17,218		1,886,748
Petroquest Energy, Inc. *		60,633		334,088
Royal Dutch Shell PLC, ADR		24,661		1,740,080
W&T Offshore, Inc.		19,153		354,139
				7,475,958
Pharmaceuticals (6.3%)
Merck & Co., Inc.		52,564		2,321,752
Sanofi, ADR		32,441		1,318,402
Teva Pharmaceutical Industries, Ltd., ADR		30,515		1,247,758
				4,887,912
Professional Services * (0.5%)
CBIZ, Inc.		19,447		102,874
Navigant Consulting, Inc.		28,468		331,083
				433,957
Real Estate Investment Trusts (0.3%)
Entertainment Properties Trust		4,493		202,904
Road & Rail (0.4%)
Marten Transport, Ltd.		17,079		306,568
Semiconductors & Semiconductor Equipment (3.2%)
Intel Corp.		85,130		2,187,841
Photronics, Inc. *		52,930		309,641
				2,497,482
Software (1.2%)
Microsoft Corp.		31,336		923,472
Specialty Retail (0.3%)
OfficeMax, Inc. *		49,028		220,136
Tobacco (1.2%)
Altria Group, Inc.		26,719		961,082
Total Common Stocks				75,535,812
Investments in Affiliates (3.8%)
Fifth Third Institutional Money
Market Fund (a)		2,969,059		2,969,059
Total Investments in Affiliates				2,969,059
Total Investments (Cost $73,088,634) – 100.6%				78,504,871
Liabilities in excess of other assets – (0.6%)				(460,210	)
NET ASSETS – 100.0%			$	78,044,661

Continued

43

All Cap Value

Schedule of Investments, continued

July 31, 2012

Notes to Schedule of Investments

*	Non-income producing security.
(a)	Investment is in Institutional Shares of underlying fund.

The following abbreviations are used in the Schedule of Investments:

ADR – American Depositary Receipt

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

Country
Bermuda	0.9	%
Canada	0.4	%
France	1.7	%
Great Britain	3.8	%
Ireland	0.6	%
Israel	1.6	%
Netherlands	2.2	%
Switzerland	2.1	%
United States	86.7	%
Total	100.0	%

See notes to schedules of investments

and notes to financial statements.

Disciplined Large Cap Value

Schedule of Investments

July 31, 2012

	Shares		Value
Common Stocks (97.9%)
Aerospace & Defense (2.8%)
General Dynamics Corp.		85,175	$	5,403,502
Automobiles (1.6%)
General Motors Co. *		151,328		2,982,675
Biotechnology (3.8%)
Amgen, Inc.		69,424		5,734,422
Gilead Sciences, Inc. *		29,684		1,612,732
				7,347,154
Capital Markets (4.9%)
Ameriprise Financial, Inc.		36,348		1,879,919
Goldman Sachs Group, Inc. (The)		22,778		2,298,300
Invesco, Ltd.		161,506		3,574,128
UBS AG *		167,927		1,780,026
				9,532,373
Chemicals (0.8%)
Dow Chemical Co. (The)		54,885		1,579,590
Commercial Banks (6.6%)
BB&T Corp.		131,095		4,112,450
KeyCorp		607,493		4,847,794
Regions Financial Corp.		553,941		3,855,430
				12,815,674
Communications Equipment (3.7%)
Cisco Systems, Inc.		449,380		7,167,611
Computers & Peripherals (4.2%)
Apple, Inc. *		4,846		2,959,743
Dell, Inc. *		178,952		2,125,950
Seagate Technology PLC		102,259		3,069,815
				8,155,508
Consumer Finance (2.3%)
Discover Financial Services		121,281		4,361,265
Diversified Financial Services (3.7%)
Citigroup, Inc.		261,220		7,086,899
Diversified Telecommunication Services (6.2%)
AT&T, Inc.		221,237		8,389,307
CenturyLink, Inc.		88,446		3,674,047
				12,063,354
Electric Utilities (4.4%)
Exelon Corp.		88,568		3,464,780
NextEra Energy, Inc.		70,515		4,999,514
				8,464,294
Energy Equipment & Services (1.1%)
Noble Corp. *		56,339		2,084,543
Food & Staples Retailing (2.5%)
Kroger Co. (The)		218,208		4,837,671

Continued

44

Disciplined Large Cap Value

Schedule of Investments, continued

July 31, 2012

	Shares		Value
Common Stocks, continued
Health Care Providers & Services (4.4%)
CIGNA Corp.		99,230	$	3,996,984
UnitedHealth Group, Inc.		87,841		4,487,797
				8,484,781
Industrial Conglomerates (4.4%)
General Electric Co.		413,275		8,575,456
Insurance (8.0%)
AON PLC		67,486		3,320,311
Principal Financial Group, Inc.		143,937		3,683,348
Progressive Corp. (The)		125,521		2,477,784
Prudential Financial, Inc.		69,424		3,351,791
Unum Group		135,699		2,563,354
				15,396,588
Machinery (2.1%)
Eaton Corp.		91,839		4,026,222
Media (5.6%)
DISH Network Corp., Class A		102,137		3,141,734
Time Warner, Inc.		107,347		4,199,415
Viacom, Inc., Class B		76,209		3,559,722
				10,900,871
Metals & Mining (1.5%)
Alcoa, Inc.		330,281		2,797,480
Office Electronics (1.0%)
Xerox Corp.		278,303		1,928,640
Oil, Gas & Consumable Fuels (12.8%)
Apache Corp.		45,192		3,891,935
BP PLC, ADR		180,043		7,183,716
Chevron Corp.		74,150		8,125,357
Royal Dutch Shell PLC, ADR		78,269		5,522,660
				24,723,668
Pharmaceuticals (7.5%)
Merck & Co., Inc.		198,217		8,755,245
Sanofi, ADR		106,378		4,323,202
Teva Pharmaceutical Industries, Ltd., ADR		35,257		1,441,658
				14,520,105
Tobacco (2.0%)
Altria Group, Inc.		108,074		3,887,422
Total Common Stocks				189,123,346
Investments in Affiliates (2.0%)
Fifth Third Institutional Money Market Fund (a)		3,968,445		3,968,445
Total Investments in Affiliates				3,968,445
Total Investments (Cost $171,729,200) – 99.9%				193,091,791
Other assets in excess of liabilities – 0.1%				146,204
NET ASSETS – 100.0%			$	193,237,995

Continued

Notes to Schedule of Investments

*	Non-income producing security.
(a)	Investment is in Institutional Shares of underlying fund.

The following abbreviations are used in the Schedule of Investments:

ADR – American Depositary Receipt

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

Country
France	2.2	%
Great Britain	5.4	%
Ireland	1.6	%
Israel	0.8	%
Netherlands	2.9	%
Switzerland	2.0	%
United States	85.1	%
Total	100.0	%

See notes to schedules of investments

and notes to financial statements.

45

International Equity

Schedule of Investments

July 31, 2012

	Shares		Value
Foreign Stocks (83.1%)
Australia (7.1%)
Australia & New Zealand Banking Group, Ltd.		30,381	$	751,571
BHP Billiton, Ltd. (b)		49,895		1,674,239
Coca-Cola Amatil, Ltd.		57,235		837,866
Cochlear, Ltd.		12,673		878,193
Commonwealth Bank of Australia (b)		27,554		1,665,868
National Australia Bank, Ltd. (b)		45,417		1,192,264
OZ Minerals, Ltd.		8,015		63,678
QBE Insurance Group, Ltd.		7,946		117,240
Rio Tinto, Ltd.		294		16,437
Telstra Corp., Ltd.		91,982		386,656
Westpac Banking Corp.		11,868		289,352
Woodside Petroleum, Ltd.		6,511		230,931
Woolworths, Ltd.		41,479		1,245,375
				9,349,670
Belgium (1.3%)
Anheuser-Busch InBev NV (b)		19,564		1,544,671
Belgacom SA		6,390		184,055
KBC Groep NV		2,069		43,379
				1,772,105
Bermuda (0.5%)
Seadrill, Ltd.		17,720		694,977
China (0.0%)
Yangzijiang Shipbuilding Holdings, Ltd.		13,000		10,395
Denmark (0.6%)
AP Moeller - Maersk AS		11		76,314
Novo Nordisk AS, Class B		4,751		734,077
				810,391
Finland (1.1%)
Fortum Oyj		48,122		806,431
Orion Oyj, Class B		22,173		443,054
Sampo Oyj, Class A		6,706		178,223
				1,427,708
France (7.6%)
Accor SA		12,127		403,838
Air Liquide SA		2,686		300,676
Arkema SA		4,281		315,303
AtoS		3,455		194,570
AXA SA		62,022		759,303
BNP Paribas SA		15,114		561,049
Bouygues SA		18,180		459,117
Electricite de France SA		39,574		821,431
L’Oreal SA (b)		9,713		1,166,644
PPR		6,388		958,895
Rexel SA		47,149		789,835
Sanofi-Aventis SA		5,955		487,028
Total SA (b)		41,830		1,935,440
Vivendi SA		40,541		771,170
				9,924,299
Germany (6.5%)
Allianz SE		4,459		444,888
BASF SE (b)		21,903		1,602,953
Bayer AG (b)		20,834		1,587,010
Bayerische Motoren Werke AG		11,161		834,524
Continental AG		7,000		635,452
Daimler AG		7,329		367,107
Deutsche Bank AG		20,964		641,628
Deutsche Post AG		56,171		1,011,811
Hannover Rueckversicherung AG		9,884		593,105
Hugo Boss AG		2,221		224,165
SAP AG		8,605		549,072
				8,491,715
Great Britain (15.9%)
Admiral Group PLC		4,846		82,968
Anglo American PLC		1,335		39,769
Associated British Foods PLC		4,387		86,321
AstraZeneca PLC (b)		33,477		1,567,522
Babcock International Group PLC		11,026		148,410
Balfour Beatty PLC		162,189		737,181
Barclays PLC		199,217		524,735
BG Group PLC		9,420		186,387
BHP Billiton PLC (b)		49,185		1,441,274
BP PLC		163,511		1,089,661
British American Tobacco PLC (b)		27,397		1,459,376
British Sky Broadcasting Group PLC		24,533		274,056
BT Group PLC		125,138		426,337
Bunzl PLC		52,549		917,813
Diageo PLC		3,490		93,404
GlaxoSmithKline PLC (b)		62,670		1,442,907
HSBC Holdings PLC (b)		222,692		1,864,100
Imperial Tobacco Group PLC		18,265		709,906
Intercontinental Hotels Group PLC		6,711		165,929
J Sainsbury PLC		144,554		732,724
London Stock Exchange Group PLC		11,872		180,458
National Grid PLC		49,520		514,365
Next PLC		17,415		878,919
Prudential PLC		24,535		293,505
Reckitt Benckiser Group PLC		10,533		579,152
Rio Tinto PLC (b)		29,564		1,365,759
Royal Bank of Scotland Group PLC *		69,655		233,379
SABMiller PLC		796		34,408
Standard Chartered PLC		12,291		282,216
TUI Travel PLC		7,243		20,747
Tullow Oil PLC		18,987		384,017
Vodafone Group PLC (b)		584,263		1,672,686
WM Morrison Supermarkets PLC		109,965		478,089
				20,908,480
Hong Kong (3.5%)
ASM Pacific Technology, Ltd.		25,000		323,352
Bank of East Asia, Ltd.		168,600		588,112
BOC Hong Kong Holdings, Ltd.		73,000		224,045
Cheung Kong Holdings, Ltd.		59,000		776,046
Cheung Kong Infrastructure Holdings, Ltd.		62,000		374,973
CLP Holdings, Ltd.		5,500		47,590
First Pacific Co., Ltd.		320,000		361,071

Continued

46

International Equity

Schedule of Investments, continued

July 31, 2012

	Shares		Value
Foreign Stocks, continued
Hong Kong, continued
Hutchison Whampoa, Ltd.		69,000	$	621,513
New World Development, Ltd.		494,000		631,937
Sun Hung Kai Properties, Ltd.		27,000		336,860
Wheelock & Co., Ltd.		89,000		348,324
				4,633,823
Israel (0.8%)
Israel Chemicals, Ltd.		39,523		467,778
Teva Pharmaceutical Industries, Ltd.		12,647		523,499
				991,277
Italy (0.8%)
ENI SpA		20,193		418,398
Fiat Industrial SpA		27,388		269,585
Mediaset SpA		13,016		22,773
Saipem SpA		4,374		202,085
Telecom Italia SpA		113,912		93,205
				1,006,046
Japan (17.0%)
Aeon Co., Ltd.		43,400		524,411
Aisin Seiki Co., Ltd.		15,418		474,628
Amada Co., Ltd.		94,000		500,531
Asahi Glass Co., Ltd.		32,000		189,645
Canon, Inc.		13,099		444,318
Central Japan Railway Co.		83		688,435
Chubu Electric Power Co., Inc.		17,600		188,559
Coca-Cola West Co., Ltd.		23,700		407,109
Dai-ichi Life Insurance Co., Ltd. (The)		119		126,730
Daihatsu Motor Co., Ltd.		33,000		557,146
Daiichi Sankyo Co., Ltd.		35,500		587,085
Daiwa House Industry Co., Ltd.		42,000		601,037
East Japan Railway Co.		9,500		610,432
Fuji Heavy Industries, Ltd.		49,000		368,166
Fukuoka Financial Group, Inc.		148,000		543,693
Hachijuni Bank, Ltd. (The)		12,000		64,051
Hitachi Construction Machinery Co., Ltd.		13,500		245,030
Hitachi, Ltd.		26,000		154,752
Hokkaido Electric Power Co., Inc.		22,400		206,725
Honda Motor Co., Ltd.		2,700		88,163
Inpex Corp.		118		663,066
ITOCHU Corp.		32,900		344,055
Itochu Techno-Solutions Corp.		5,000		259,200
Kansai Electric Power Co., Inc. (The)		42,900		322,883
Kao Corp.		20,000		542,976
Kinden Corp.		31,000		209,510
Konica Minolta Holdings, Inc.		70,000		499,968
Kuraray Co., Ltd.		23,900		282,058
Kyowa Hakko Kirin Co., Ltd.		53,000		592,243
Mabuchi Motor Co., Ltd.		10,500		410,592
Maruichi Steel Tube, Ltd.		1,700		33,293
Mitsubishi UFJ Financial Group, Inc.		168,962		823,994
Mizuho Financial Group, Inc.		85,700		141,508
MS&AD Insurance Group Holdings		17,400		284,413
Nexon Co., Ltd. *		15,000		311,232
Nippon Express Co., Ltd.		140,000		573,440
Nippon Telegraph & Telephone Corp.		11,400		530,419
Nishi-Nippon City Bank, Ltd. (The)		66,000		145,306
Nissan Motor Co., Ltd.		32		305
Nitto Denko Corp.		14,200		617,075
Nomura Research Institute, Ltd.		3,700		77,055
Odakyu Electric Railway Co., Ltd.		8,000		82,330
Oracle Corp.		5,000		224,960
Panasonic Corp.		19,500		136,282
Ricoh Co., Ltd.		34,000		235,443
Shikoku Electric Power Co., Inc.		1,600		24,719
Shin-Etsu Chemical Co., Ltd.		13,900		708,122
Sony Corp.		35,900		442,518
Stanley Electric Co., Ltd.		36,400		540,933
Sumitomo Corp.		50,400		713,503
Sumitomo Electric Industries, Ltd.		29,900		355,930
Sumitomo Mitsui Financial Group, Inc.		2,500		79,616
Sumitomo Mitsui Trust Holdings, Inc.		158,000		457,062
Suzuki Motor Corp.		30,200		557,033
T&D Holdings, Inc.		56,100		577,336
Takeda Pharmaceutical Co., Ltd.		5,300		244,224
Toppan Printing Co., Ltd.		88,000		549,683
Toyota Motor Corp.		22,400		865,894
Ube Industries, Ltd.		152,000		334,643
				22,365,468
Jersey (0.2%)
Randgold Resources, Ltd.		2,283		207,605
Macau (0.1%)
Sands China, Ltd.		60,400		178,364
Mexico (0.5%)
Fresnillo PLC		29,906		682,691
Netherlands (4.8%)
ASML Holding NV		16,508		959,106
Heineken NV		2,196		119,035
ING Groep NV *		49,370		326,868
Koninklijke Ahold NV		42,142		513,071
Koninklijke Philips Electronics NV		52,063		1,145,362
Randstad Holding NV		12,143		368,588
Royal Dutch Shell PLC, Class A (b)		64,534		2,198,634
Royal Dutch Shell PLC, Class B		20,060		707,492
				6,338,156
New Zealand (0.7%)
Telecom Corp. of New Zealand, Ltd.		408,825		880,691
Norway (1.1%)
Gjensidige Forsikring ASA		40,453		496,640
Statoil ASA		39,649		946,569
				1,443,209
Singapore (0.8%)
Keppel Corp., Ltd.		43,000		386,323
United Overseas Bank, Ltd.		31,000		498,232
Wilmar International, Ltd.		42,000		109,354
				993,909
Spain (1.3%)
Amadeus IT Holding SA, Class A		3,270		70,752
Banco Santander SA		82,100		500,028
Inditex SA		7,646		788,642
Red Electrica Corp. SA		8,122		322,034
				1,681,456

Continued

47

International Equity

Schedule of Investments, continued

July 31, 2012

	Shares		Value
Foreign Stocks, continued
Sweden (1.8%)
Atlas Copco AB, Class A		16,550	$	372,826
Boliden AB		6,446		98,387
Electrolux AB		1,324		30,079
Hennes & Mauritz AB, Class B		11,637		430,699
Hexagon AB, Class B		13,080		250,420
Nordea Bank AB		23,083		215,873
Svenska Handelsbanken AB, Class A		7,939		276,204
Swedbank AB, Class A		43,471		758,113
				2,432,601
Switzerland (9.1%)
Adecco SA *		21,312		938,662
Cie Financiere Richemont SA, Class A		11,416		648,384
Credit Suisse Group AG *		41,194		702,952
Julius Baer Group, Ltd. *		2,814		100,881
Lindt & Spruengli AG		49		151,823
Nestle SA (b)		49,977		3,073,972
Novartis AG (b)		42,991		2,523,184
Roche Holding AG		3,480		617,724
Swiss Re AG *		905		56,870
Syngenta AG		2,643		903,379
Transocean, Ltd.		1,659		78,982
UBS AG *		48,820		514,553
Wolseley PLC		16,266		587,326
Xstrata PLC		7,763		103,224
Zurich Financial Services AG *		4,046		902,196
				11,904,112
Total Foreign Stocks				109,129,148
Investment Companies (0.2%)
United States (0.2%)
iShares MSCI EAFE Index Fund		4,100		205,000
Total Investment Companies				205,000
Investments in Affiliates (15.0%)
Fifth Third Institutional Money Market Fund (a)		19,659,316		19,659,316
Total Investments in Affiliates				19,659,316
Total Investments (Cost $126,377,298) – 98.3%				128,993,464
Other assets in excess of liabilities – 1.7%				2,211,012
NET ASSETS – 100.0%			$	131,204,476

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.

At July 31, 2012, International Equity’s industry investment concentrations, as a percentage of net assets, were as follows:

Air Freight & Logistics	0.8	%
Auto Components	1.3	%
Automobiles	2.8	%
Beverages	2.3	%
Building Products	0.1	%
Capital Markets	1.5	%
Chemicals	4.2	%
Commercial Banks	9.7	%
Commercial Services & Supplies	0.5	%
Construction & Engineering	1.1	%
Diversified Financial Services	0.7	%
Diversified Telecommunication Services	1.6	%
Electric Utilities	2.4	%
Electrical Equipment	0.6	%
Electronic Equipment, Instruments & Components	0.3	%
Energy Equipment & Services	0.7	%
Fifth Third Funds	15.0	%
Food & Staples Retailing	2.7	%
Food Products	2.6	%
Health Care Equipment & Supplies	0.7	%
Hotels, Restaurants & Leisure	0.6	%
Household Durables	0.5	%
Household Products	0.4	%
IT Services	0.5	%
Industrial Conglomerates	1.6	%
Insurance	3.7	%
International Equity	0.1	%
Machinery	1.1	%
Marine	0.1	%
Media	0.8	%
Metals & Mining	4.4	%
Multi-Utilities	0.4	%
Multiline Retail	1.4	%
Office Electronics	0.9	%
Oil, Gas & Consumable Fuels	6.7	%
Personal Products	1.3	%
Pharmaceuticals	8.6	%
Professional Services	1.0	%
Real Estate Management & Development	2.0	%
Road & Rail	1.5	%
Semiconductors & Semiconductor Equipment	1.0	%
Software	0.8	%
Specialty Retail	0.9	%
Telecommunication Services	0.3	%
Textiles, Apparel & Luxury Goods	0.7	%
Tobacco	1.6	%
Trading Companies & Distributors	2.5	%
Wireless Telecommunication Services	1.3	%

See notes to schedules of investments

 and notes to financial statements.

48

Strategic Income

Schedule of Investments

July 31, 2012

	Principal Amount		Value
Asset-Backed Securities (3.2%)
Automobile Sequential (1.3%)
Ally Auto Receivables Trust, Series 2010-5, Class B, 2.45%, 6/15/16 (b)	$	1,665,000	$	1,735,861
CarMax Auto Owner Trust, Series 2011-1, Class B, 2.63%, 11/15/16		750,000		775,059
Ford Credit Auto Owner Trust, Series 2010-A, Class B, 2.93%, 11/15/15		1,100,000		1,140,915
Hyundai Auto Receivables Trust, Series 2009-A, Class A3, 2.03%, 8/15/13		7,082		7,087
				3,658,922
Manufactured Housing ABS Other (0.9%)
Conseco Financial Corp., Series 1998-4, Class A7, 6.87%, 4/1/30 (a)		1,375,728		1,477,014
Mid-State Trust, Series 2005-1, Class M2, 7.08%, 1/15/40		927,780		942,143
				2,419,157
Other ABS (1.0%)
Aircastle Aircraft Lease Backed Trust, Series 2006-1A, Class G1, 0.52%, 6/20/31 (a) (b)		1,067,314		925,895
Residential Asset Mortgage Products, Inc., Series 2003-RZ5, Class A7, 4.97%, 9/25/33 (f)		1,676,988		1,723,464
				2,649,359
Total Asset-Backed Securities				8,727,438
Corporate Bonds (27.9%)
Advertising Agencies (0.4%)
Interpublic Group of Cos., Inc. (The), 6.25%, 11/15/14 (d)		1,000,000		1,083,750
Airlines (0.4%)
Delta Air Lines Pass Through Trust, Series 2012-1A, 4.75%, 5/7/20		995,000		1,009,925
Auto / Truck Parts & Equipment-Original (2.0%)
BorgWarner, Inc., 5.75%, 11/1/16		1,000,000		1,143,199
Dana Holding Corp., 6.50%, 2/15/19, (Callable 2/15/15 @ 103.25)		1,250,000		1,326,562
Lear Corp., 7.88%, 3/15/18, (Callable 3/15/14 @ 103.938)		1,194,000		1,305,938
Visteon Corp., 6.75%, 4/15/19, (Callable 4/15/14 @ 105.063)		1,830,000		1,779,675
				5,555,374
Beverages-Wine / Spirits (0.7%)
Pernod-Ricard SA, 2.95%, 1/15/17 (b)		2,000,000		2,063,500
Building-Residential / Commercial (0.8%)
Toll Brothers Finance Corp., 5.88%, 2/15/22		2,000,000		2,133,366
Cable / Satellite TV (1.0%)
Comcast Corp., 5.70%, 7/1/19		1,275,000		1,548,693
DIRECTV Holdings LLC, 5.20%, 3/15/20		1,000,000		1,148,041
				2,696,734
Casino Hotels (0.7%)
MGM Resorts International, 4.25%, 4/15/15		1,930,000		1,910,700
Diversified Banks (0.7%)
JP Morgan Chase & Co., Series 1, 7.90%, 4/30/18 (a) (e)		1,700,000		1,876,052
Diversified Financial Services (0.7%)
General Electric Capital Corp., Series A, 7.13%, 6/15/22 (a) (e)		1,700,000		1,839,383
Electric-Integrated (0.4%)
NextEra Energy Capital Holdings, Inc., 6.65%, 6/15/67, (Callable 6/15/17 @ 100) (a) (d)		1,000,000		1,050,000
Enterprise Software / Services (0.7%)
CA, Inc., 5.38%, 12/1/19		1,760,000		2,009,522
Finance-Auto Loans (0.8%)
Ford Motor Credit Co. LLC, 4.25%, 2/3/17		2,000,000		2,087,620
Finance-Credit Card (0.5%)
American Express Credit Corp., 2.38%, 3/24/17		1,400,000		1,470,995
Finance-Investment Banker / Broker (0.7%)
Charles Schwab Corp. (The), 7.00%, 2/1/22 (a) (e)		1,750,000		1,913,695
Finance-Other Services (0.3%)
Cullen / Frost Capital Trust II, 2.02%, 3/1/34, (Callable 9/4/12 @ 100) (a)		1,000,000		807,918
Food-Miscellaneous / Diversified (0.4%)
Kraft Foods, Inc., 4.13%, 2/9/16 (d)		1,000,000		1,099,082
Linen Supply & Related Items (0.8%)
Cintas Corp. No 2, 4.30%, 6/1/21		2,000,000		2,226,516
Machinery-Construction & Mining (0.3%)
Joy Global, Inc., 6.00%, 11/15/16		625,000		717,497
Medical-Biomedical / Genetics (0.2%)
Amgen, Inc., 3.45%, 10/1/20		500,000		527,290
Medical-HMO (0.6%)
Cigna Corp., 4.00%, 2/15/22, (Callable 11/15/21 @ 100)		1,500,000		1,618,261

Continued

49

Strategic Income

Schedule of Investments, continued

July 31, 2012

		Principal Amount		Value
Corporate Bonds, continued
Metal-Copper (0.7%)
Freeport-McMoRan Copper & Gold, Inc., 3.55%, 3/1/22, (Callable 12/1/21 @ 100)		$	2,000,000	$	2,019,026
Multi-line Insurance (0.2%)
American Financial Group, Inc., 9.88%, 6/15/19			375,000		476,602
Oil & Gas Exploration & Production (0.3%)
Chesapeake Energy Corp., 6.13%, 2/15/21			850,000		830,875
Paper & Related Products (1.0%)
Westvaco Corp., 8.20%, 1/15/30			2,200,000		2,649,117
Pipelines (2.1%)
Enbridge Energy Partners L.P., 4.20%, 9/15/21, (Callable 6/15/21 @ 100)			1,800,000		1,953,169
Enterprise Products Operating LLC, 4.05%, 2/15/22			2,000,000		2,186,866
Kinder Morgan Energy Partners L.P., 3.95%, 9/1/22, (Callable 6/1/22 @ 100)			1,500,000		1,582,577
					5,722,612
Real Estate Investment Trusts (3.4%)
BioMed Realty L.P., 3.85%, 4/15/16, (Callable 3/15/16 @ 100)			2,240,000		2,333,513
DDR Corp., 7.50%, 7/15/18			4,101,000		4,772,424
HCP, Inc., 6.70%, 1/30/18			2,000,000		2,372,438
					9,478,375
Retail-Auto Parts (0.8%)
AutoZone, Inc., 4.00%, 11/15/20, (Callable 8/15/20 @ 100)			2,030,000		2,223,061
Retail-Office Supplies (0.3%)
Staples, Inc., 9.75%, 1/15/14			850,000		946,938
Retail-Regional Department Store (0.5%)
Macy’s Retail Holdings, Inc., 6.65%, 7/15/24 (d)			1,250,000		1,531,435
Retail-Restaurants (0.8%)
Darden Restaurants, Inc., 4.50%, 10/15/21			1,950,000		2,092,641
Semiconductor Equipment (0.4%)
KLA-Tencor Corp., 6.90%, 5/1/18			1,000,000		1,202,162
Special Purpose Entity (0.4%)
Goldman Sachs Capital II, 4.00%, 6/1/43, (Callable 9/4/12 @ 100) (a)			1,600,000		1,145,296
Super-Regional Banks-U.S. (2.4%)
Capital One Capital V, 10.25%, 8/15/39			400,000		414,000
Capital One Capital VI, 8.88%, 5/15/40			400,000		406,345
PNC Financial Services Group, Inc., 6.75%, 8/1/21 (a) (e)			1,625,000		1,760,411
PNC Financial Services Group, Inc., 8.25%, 5/21/13 (a) (e)			500,000		515,122
Wachovia Capital Trust III, 5.57%, 8/31/12 (a) (e)			3,600,000		3,564,000
					6,659,878
Transportation-Services (0.7%)
Asciano Finance, Ltd., 3.13%, 9/23/15 (b)			1,910,000		1,922,191
Wireless Equipment (0.8%)
American Tower Corp., 4.50%, 1/15/18 (d)			2,000,000		2,144,882
Total Corporate Bonds					76,742,271
Foreign Bonds (10.5%)
Diversified Minerals (0.6%)
FMG Resources Property, Ltd., 7.00%, 11/1/15, (Callable 11/1/12 @ 105.25) (b)			1,525,000		1,563,125
Diversified Operations (0.8%)
Hutchison Whampoa International 11, Ltd., 3.50%, 1/13/17 (b)			2,250,000		2,373,475
Electric-Integrated (0.5%)
Scottish & Southern Energy PLC, 5.45%, 10/1/15 (a) (e)	GBP		875,000		1,344,432
Gold Mining (0.4%)
AngloGold Ashanti Holdings PLC, 5.38%, 4/15/20		$	1,000,000		1,047,061
Metals & Mining (0.8%)
Rio Tinto Finance USA, Ltd., 3.50%, 11/2/20			2,000,000		2,177,740
Multi-line Insurance (0.3%)
AXA SA, 6.38%, 12/14/36 (a) (b) (e)			1,000,000		812,500
Oil & Gas Exploration & Production (0.3%)
Gaz Capital SA for Gazprom, 7.51%, 7/31/13 (b)			850,000		896,402
Regional Agencies (0.7%)
South Australian Government Financing Authority, 5.75%, 9/20/17	AUD		1,800,000		2,050,536
Regional Authority (2.2%)
Province of British Columbia Canada, 5.30%, 6/18/14	CAD		3,700,000		3,966,971
Province of New Brunswick Canada, 4.30%, 12/3/15			1,850,000		2,005,364
					5,972,335

Continued

50

Strategic Income

Schedule of Investments, continued

July 31, 2012

		Principal Amount		Value
Foreign Bonds, continued
Sovereign (3.0%)
Brazil, Federal Republic, Series F, 10.00%, 1/1/14	BRL		1,870,000	$	936,307
Brazil, Federal Republic, Series F, 10.00%, 1/1/17			1,900,000		957,863
New Zealand Government Bond, 6.00%, 12/15/17	NZD		4,300,000		4,005,578
Poland Government Bond, 5.00%, 4/25/16	PLN		7,500,000		2,295,224
					8,194,972
Special Purpose Banks (0.9%)
Export-Import Bank of Korea, 4.38%, 9/15/21		$	1,850,000		2,006,937
Export-Import Bank of Korea, 8.13%, 1/21/14			425,000		463,610
					2,470,547
Total Foreign Bonds					28,903,125
Mortgage-Backed Securities (9.2%)
CMBS Other (1.7%)
Citigroup Commercial Mortgage Trust, Series 2006-C5, Class A4, 5.43%, 10/15/49			1,738,000		1,985,143
Greenwich Capital Commercial Funding Corp., Series 2004-GG1, Class A7, 5.32%, 6/10/36 (a)			875,000		926,039
LB-UBS Commercial Mortgage Trust, Series 2006-C6, Class A4, 5.37%, 9/15/39 (d)			1,600,000		1,833,152
					4,744,334
CMBS Subordinated (0.4%)
Morgan Stanley Capital I, Series 2003-IQ6, Class C, 5.10%, 12/15/41 (a) (b)			1,000,000		996,678
U.S. Government Agencies (6.1%)
Fannie Mae, 2.94%, 7/1/18 (a)			43,826		44,573
Fannie Mae, 4.00%, 12/1/40			2,355,171		2,591,102
Fannie Mae, 4.00%, 8/1/41			1,343,444		1,443,276
Fannie Mae, 5.50%, 10/1/35			397,601		438,569
Freddie Mac, 2.35%, 10/1/32 (a)			83,348		84,758
Freddie Mac, 6.50%, 9/1/22 (d)			291,052		325,871
Freddie Mac, 6.50%, 8/1/37			280,466		318,786
Freddie Mac, IO, 6.90%, 8/15/36 (a)			4,012,625		780,545
Freddie Mac, IO, 7.40%, 2/15/18 (a)			5,480,602		372,221
Government National Mortgage Association, 1.42%, 9/16/53 (a)			17,650,708		1,417,246
Government National Mortgage Association, IO, 1.13%, 10/16/44 (a)			19,650,987		1,336,464
Government National Mortgage Association, IO, 1.27%, 8/16/46 (a)			18,455,135		1,378,063
Government National Mortgage Association, IO, 1.29%, 12/16/53			9,975,000		842,129
Government National Mortgage Association, IO, 1.35%, 6/16/52 (a)			19,778,514		1,568,713
Government National Mortgage Association, IO, 1.64%, 4/16/53 (a)			14,710,610		1,274,925
Government National Mortgage Association, IO, 1.68%, 10/16/53 (a)			16,724,643		1,618,042
Government National Mortgage Association, IO, 4.50%, 10/16/37			6,958,560		967,766
					16,803,049
WL Collateral CMO Other (0.3%)
Bear Stearns Asset Backed Securities Trust, Series 2003-AC7, Class A2, 5.75%, 1/25/34 (f)			298,945		311,087
Merrill Lynch Mortgage Investors, Inc., Series 2003-A1, Class 2A, 2.70%, 12/25/32 (a)			16,557		16,980
Wells Fargo Mortgage Backed Securities Trust, Series 2004-X, Class 1A5, 2.54%, 11/25/34 (a)			647,727		647,993
					976,060
WL Collateral CMO Sequential (0.6%)
Countrywide Alternative Loan Trust, Series 2004-30CB, Class 3A1, 5.00%, 2/25/20			792,811		818,799
Residential Accredit Loans, Inc., Series 2004-QS6, Class A1, 5.00%, 5/25/19			699,140		709,233
					1,528,032
WL Collateral PAC (0.1%)
Wells Fargo Mortgage Backed Securities Trust, Series 2006-3, Class A1, 5.50%, 3/25/36			357,409		361,635
Total Mortgage-Backed Securities					25,409,788
Municipal Bonds (1.4%)
Minnesota (1.4%)
State of Minnesota, Series A, GO, 5.00%, 10/1/22, (Callable 10/1/21 @ 100)			1,475,000		1,883,413
State of Minnesota, Series D, GO, 5.00%, 8/1/19			1,600,000		2,006,736
					3,890,149
Total Municipal Bonds					3,890,149
		Shares
Common Stocks (9.0%)
Diversified Telecommunication Services (1.0%)
BCE, Inc.			33,728		1,434,789
Verizon Communications, Inc.			30,000		1,354,200
					2,788,989
Electric Utilities (0.9%)
NextEra Energy, Inc.			34,230		2,426,907

Continued

51

Strategic Income

Schedule of Investments, continued

July 31, 2012

	Shares		Value
Common Stocks, continued
Electrical Equipment (0.3%)
Rockwell Automation, Inc.		13,500	$	909,360
Energy Equipment & Services (0.3%)
National Oilwell Varco, Inc.		13,700		990,510
Multi-Utilities (0.4%)
Wisconsin Energy Corp.		24,910		1,014,833
Oil, Gas & Consumable Fuels (1.1%)
BP PLC, ADR		37,000		1,476,300
Williams Cos., Inc. (The)		47,000		1,494,130
				2,970,430
Pharmaceuticals (0.6%)
Pfizer, Inc.		69,768		1,677,223
Real Estate Investment Trusts (2.3%)
Annaly Capital Management, Inc.		156,101		2,720,841
Hospitality Properties Trust		35,000		849,450
Starwood Property Trust, Inc.		124,500		2,771,370
				6,341,661
Telecommunication Services (0.8%)
Telstra Corp., Ltd.		560,000		2,354,017
Semiconductors & Semiconductor Equipment (0.4%)
Intel Corp.		42,000		1,079,400
Tobacco (0.9%)
Altria Group, Inc.		31,850		1,145,644
Philip Morris International, Inc.		14,515		1,327,252
				2,472,896
Total Common Stocks				25,026,226
Investment Companies (1.8%)
American Income Fund, Inc.		135,400		1,098,094
Eaton Vance Tax-Advantaged Dividend Income Fund		23,600		389,636
Invesco Van Kampen Senior Income Trust		152,000		746,320
SPDR Gold Shares *		16,500		2,582,910
Total Investment Companies				4,816,960
Convertible Preferred Stocks (5.0%)
Aerospace & Defense (1.0%)
United Technologies Corp., 7.50%		51,000		2,690,250
Automobiles (0.9%)
General Motors Co., Series B, 4.75%		78,500		2,627,395
Electric-Integrated (1.4%)
PPL Corp., 8.75%		70,970		3,822,444
Gold Mining (0.6%)
AngloGold Ashanti Holdings Finance PLC, 6.00%		37,550		1,539,175
Oil, Gas & Consumable Fuels (0.7%)
Apache Corp., Series D, 6.00%		39,500		1,918,515
Real Estate Investment Trusts (0.4%)
Health Care, Inc., Series I, 6.50%		20,000		1,132,200
Total Convertible Preferred Stocks				13,729,979
Preferred Stocks (27.0%)
Capital Markets (0.4%)
Ameriprise Financial, Inc., 7.75%		33,069		957,017
Cellular Telecom (0.5%)
United States Cellular Corp., 6.95%		46,700		1,272,575
Commercial Banks (0.4%)
First Niagara Financial Group, Inc., Series B, 8.63%		37,000		1,095,200
Commercial Banks Non-U.S. (0.9%)
Lloyds Banking Group PLC, 7.75% (d)		87,000		2,350,740
Commercial Banks-Southern U.S. (0.3%)
First Tennessee Bank NA, 3.75%		1,000		683,125
Diversified Financial Services (1.0%)
Citigroup Capital VII, 7.13%		74,225		1,889,768
Citigroup Capital XIII, 7.88%		30,000		821,700
				2,711,468
Electric-Integrated (2.9%)
Alabama Power Co., 6.45%		35,000		1,025,500
DTE Energy Co., 6.50%		51,000		1,459,110
Entergy Louisiana LLC, 5.88%		20,000		553,800
Entergy Mississippi, Inc., 6.00%		30,000		866,400
Georgia Power Co., Series 07-A, 6.50%		20,000		2,270,000
Southern California Edison Co., 0.44% (a) (d)		17,184		1,714,104
				7,888,914
Finance-Investment Banker / Broker (1.9%)
Credit Suisse, Ltd., 7.90%		71,800		1,886,904
JP Morgan Chase Capital XXIX, 6.70%		47,300		1,253,450
Merrill Lynch Preferred Capital Trust III, 7.00%		24,800		623,472
Morgan Stanley Capital Trust VIII, 6.45%		43,100		1,073,621
Stifel Financial Corp., 6.70%		18,500		504,704
				5,342,151
Finance-Mortgage Loan / Banker (0.2%)
Countrywide Capital IV, 6.75%		26,500		661,440

Continued

52

Strategic Income

Schedule of Investments, continued

July 31, 2012

	Shares		Value
Preferred Stocks, continued
Independent Power Producers & Energy Traders (0.2%)
Constellation Energy Group, Inc., Series A, 8.63%		23,000	$	612,490
Insurance (1.5%)
Endurance Specialty Holdings, Ltd., Series B, 7.50%		127,505		3,354,657
MetLife, Inc., Series A, 4.00%		28,046		698,626
RenaissanceRe Holdings, Ltd., Series D, 6.60%		4,246		107,848
				4,161,131
Investment Management / Advisor Services (0.3%)
Deutsche Bank Contingent Capital Trust III, 7.60%		36,000		937,440
Life / Health Insurance (0.7%)
Aviva PLC, 8.25%		70,400		1,946,560
Multi-line Insurance (0.7%)
Allianz SE, 8.38%		30,000		789,375
American Financial Group, Inc., 7.00%		46,000		1,240,160
				2,029,535
Property / Casualty Insurance (0.7%)
Arch Capital Group, Ltd., Series C, 6.75%		75,000		2,034,750
Real Estate Investment Trusts (8.9%)
Alexandria Real Estate Equities, Inc., Series E, 6.45%		54,000		1,415,880
CBL & Associates Properties, Inc., Series D, 7.38%		101,500		2,587,235
CommonWealth, Series E, 7.25%		20,000		532,400
Digital Realty Trust, Inc., Series E, 7.00%		95,000		2,535,550
Duke Realty Corp., Series K, 6.50%		36,000		914,400
Harris Preferred Capital Corp., Series A, 7.38%		31,800		817,896
Kimco Realty Corp., Series H, 6.90%		66,880		1,902,067
Kimco Realty Corp., Series I, 6.00%		92,526		2,391,797
PS Business Parks, Inc., Series S, 6.45%		46,000		1,237,400
Public Storage, 5.90%		92,000		2,450,880
Public Storage, Series P, 6.50%		37,000		1,029,710
Realty Income Corp., Series F, 6.63%		70,800		1,920,096
Regency Centers Corp., Series 6, 6.63%		75,000		1,992,000
Vornado Realty L.P., 7.88% (d)		73,775		2,078,980
Vornado Realty Trust, Series J, 6.88%		26,000		705,900
				24,512,191
Special Purpose Entity (0.7%)
Corporate-Backed Trust Certificates, 6.125%		60,000		1,412,400
Corporate-Backed Trust Certificates, 6.25%		20,500		507,580
Super-Regional Banks-U.S. (2.5%)
PNC Financial Services Group, Inc., Series P, 6.13%		76,000		2,075,560
US Bancorp, Series F, 6.50%		73,200		2,123,532
US Bancorp, Series G, 6.00%		70,000		1,912,400
Wells Fargo Capital XII, 7.88%		30,000		777,300
				6,888,792
Telephone-Integrated (0.6%)
Telephone & Data Systems, Inc., 6.88%		57,000		1,553,250
Tools-Hand Held (0.6%)
Stanley Black & Decker, Inc., 5.75%		68,000		1,763,920
Transportation-Marine (1.1%)
Seaspan Corp., Series C, 9.50%		108,550		2,974,270
Total Preferred Stocks				74,296,939
Investments in Affiliates (3.4%)
Fifth Third Institutional Money Market Fund (c)		9,388,244		9,388,244
Total Investments in Affiliates				9,388,244
Total Investments (Cost $258,293,897) – 98.4%				270,931,119
Other assets in excess of liabilities – 1.6%				4,318,835
NET ASSETS – 100.0%			$	275,249,954

Notes to Schedule of Investments

*	Non-income producing security.
(a)	Variable rate security. Rate presented represents rate in effect at July 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)	All or part of this security has been designated as collateral for futures contracts, swaps and forward foreign currency contracts.
(e)	Perpetual Maturity. Callable any time after first call date. Maturity date is next call date.
(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

ADR – American Depositary Receipt

AUD – Australian Dollar

BRL – Brazilian Real

CAD – Canadian Dollar

CMBS – Commercial Mortgage-Backed Security

CMO – Collateralized Mortgage Obligation

GBP – Great British Pound

GO – General Obligation

IO – Interest Only

NZD – New Zealand Dollar

PAC – Planned Amortization Class

PLN – Polish Zloty

WL – Whole Loan

Continued

53

Strategic Income

Schedule of Investments, continued

July 31, 2012

At July 31, 2012, Strategic Income’s investments were in the following countries:

Country
Australia	3.7	%
Bermuda	2.0	%
Brazil	0.7	%
Canada	2.7	%
Cayman Islands	0.9	%
France	1.1	%
Germany	0.3	%
Great Britain	2.6	%
Isle Of Man	1.0	%
Luxembourg	0.3	%
Marshall Island	1.1	%
New Zealand	1.5	%
Poland	0.9	%
South Korea	0.9	%
Switzerland	0.7	%
United States	79.6	%
Total	100.0	%

See notes to schedules of investments

and notes to financial statements.

LifeModel AggressiveSM

Schedule of Investments

July 31, 2012

	Shares		Value
Investments in Affiliates (a) (100.4%)
Fifth Third All Cap Value Fund		537,372	$	8,479,735
Fifth Third Disciplined Large Cap Value Fund		2,028,673		22,092,245
Fifth Third Institutional Money Market Fund		2,930,347		2,930,347
Fifth Third International Equity Fund		2,037,644		14,406,144
Fifth Third Mid Cap Growth Fund *		995,106		12,408,967
Fifth Third Quality Growth Fund *		1,307,170		22,862,400
Fifth Third Short Term Bond Fund		109,165		1,045,804
Fifth Third Small Cap Value Fund		236,628		4,268,765
Fifth Third Strategic Income Fund		179,595		1,937,832
Fifth Third Total Return Bond Fund		167,330		1,619,753
Total Investments in Affiliates				92,051,992
Total Investments (Cost $82,025,376) – 100.4%				92,051,992
Liabilities in excess of other assets – (0.4%)				(321,657	)
NET ASSETS – 100.0%			$	91,730,335

Notes to Schedule of Investments

*	Non-income producing security.
(a)	Investment is in Institutional Shares of underlying fund/portfolio.

See notes to schedules of investments

and notes to financial statements.

54

LifeModel Moderately AggressiveSM

Schedule of Investments

July 31, 2012

	Shares		Value
Investments in Affiliates (a) (100.2%)
Fifth Third All Cap Value Fund		715,995	$	11,298,398
Fifth Third Disciplined Large Cap Value Fund		2,591,711		28,223,736
Fifth Third Institutional Money Market Fund		5,710,534		5,710,534
Fifth Third International Equity Fund		2,795,379		19,763,328
Fifth Third Mid Cap Growth Fund *		1,274,247		15,889,861
Fifth Third Quality Growth Fund *		1,718,838		30,062,487
Fifth Third Short Term Bond Fund		1,020,581		9,777,170
Fifth Third Small Cap Value Fund		329,378		5,941,978
Fifth Third Strategic Income Fund		480,324		5,182,693
Fifth Third Total Return Bond Fund		2,671,938		25,864,359
Total Investments in Affiliates				157,714,544
Total Investments (Cost $140,347,020) – 100.2%				157,714,544
Liabilities in excess of other assets – (0.2%)				(267,314	)
NET ASSETS – 100.0%			$	157,447,230

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 ModerateSM

Schedule of Investments

July 31, 2012

	Shares		Value
Investments in Affiliates (a) (99.9%)
Fifth Third All Cap Value Fund		770,057	$	12,151,494
Fifth Third Disciplined Large Cap Value Fund		3,020,141		32,889,334
Fifth Third Institutional Money Market Fund		9,123,465		9,123,465
Fifth Third International Equity Fund		2,532,806		17,906,936
Fifth Third Mid Cap Growth Fund *		1,340,904		16,721,068
Fifth Third Quality Growth Fund *		1,842,412		32,223,792
Fifth Third Short Term Bond Fund		2,747,314		26,319,265
Fifth Third Small Cap Value Fund		332,351		5,995,618
Fifth Third Strategic Income Fund		1,142,580		12,328,441
Fifth Third Total Return Bond Fund		7,073,065		68,467,269
Total Investments in Affiliates				234,126,682
Total Investments (Cost $213,902,410) – 99.9%				234,126,682
Other assets in excess of liabilities – 0.1%				122,310
NET ASSETS – 100.0%			$	234,248,992

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.

55

LifeModel Moderately ConservativeSM

Schedule of Investments

July 31, 2012

	Shares		Value
Investments in Affiliates (a) (100.0%)
Fifth Third All Cap Value Fund		119,887	$	1,891,819
Fifth Third Disciplined Large Cap Value Fund		458,315		4,991,049
Fifth Third Institutional Money Market Fund		1,202,315		1,202,315
Fifth Third International Equity Fund		433,480		3,064,703
Fifth Third Mid Cap Growth Fund *		217,815		2,716,151
Fifth Third Quality Growth Fund *		304,481		5,325,379
Fifth Third Short Term Bond Fund		696,837		6,675,701
Fifth Third Small Cap Value Fund		53,792		970,413
Fifth Third Strategic Income Fund		233,316		2,517,478
Fifth Third Total Return Bond Fund		1,797,546		17,400,239
Total Investments in Affiliates				46,755,247
Total Investments (Cost $42,515,317) – 100.0%				46,755,247
Liabilities in excess of other assets – (0.0%)				(18,385	)
NET ASSETS – 100.0%			$	46,736,862

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 ConservativeSM

Schedule of Investments

July 31, 2012

	Shares		Value
Investments in Affiliates (a) (100.0%)
Fifth Third All Cap Value Fund		54,485	$	859,778
Fifth Third Disciplined Large Cap Value Fund		191,994		2,090,818
Fifth Third Institutional Money Market Fund		1,480,252		1,480,252
Fifth Third International Equity Fund		162,727		1,150,477
Fifth Third Mid Cap Growth Fund *		91,998		1,147,210
Fifth Third Quality Growth Fund *		121,611		2,126,972
Fifth Third Short Term Bond Fund		777,491		7,448,361
Fifth Third Small Cap Value Fund		21,661		390,771
Fifth Third Strategic Income Fund		191,418		2,065,399
Fifth Third Total Return Bond Fund		2,139,968		20,714,890
Total Investments in Affiliates				39,474,928
Total Investments (Cost $37,790,378) – 100.0%				39,474,928
Liabilities in excess of other assets – (0.0%)				(9,192	)
NET ASSETS – 100.0%			$	39,465,736

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.

56

High Yield Bond

Schedule of Investments

July 31, 2012

		Principal
		Amount		Value
Convertible Bonds (0.2%)
Building Products-Cement & Aggregate (0.2%)
US Concrete, Inc., 9.50%, 8/31/15 (b)		$	201,000	$	210,547
Total Convertible Bonds					210,547
Corporate Bonds (88.7%)
Advertising Sales (1.2%)
Clear Channel Worldwide Holdings, Inc., 7.63%, 3/15/20, (Callable 3/15/15 @ 105.719) (b)			663,000		632,942
Clear Channel Worldwide Holdings, Inc., Series B, 9.25%, 12/15/17, (Callable 12/15/12 @ 106.9375)			79,000		85,320
Lamar Media Corp, 5.88%, 2/1/22, (Callable 2/1/17 @ 102.938)			440,000		464,200
					1,182,462
Airlines (0.1%)
Continental Airlines Pass Through Trust, Series RJO3, 7.88%, 1/2/20			132,525		133,850
Auto / Truck Parts & Equipment-Original (2.9%)
Accuride Corp., 9.50%, 8/1/18, (Callable 8/1/14 @ 104.75) (d)			165,000		166,444
Cooper-Standard Automotive, Inc., 8.50%, 5/1/18, (Callable 5/1/14 @ 104.25)			495,000		533,981
Tenneco, Inc., 6.88%, 12/15/20, (Callable 12/15/15 @ 103.438)			166,000		179,072
Tenneco, Inc., 7.75%, 8/15/18, (Callable 8/15/14 @ 103.875)			700,000		756,875
Tomkins LLC / Tomkins, Inc., 9.00%, 10/1/18, (Callable 10/1/14 @ 104.5)			196,000		217,805
Visteon Corp., 6.75%, 4/15/19, (Callable 4/15/14 @ 105.063) (b)			1,000,000		972,500
					2,826,677
Auto / Truck Parts & Equipment-Replacement (0.3%)
Exide Technologies, 8.63%, 2/1/18, (Callable 2/1/15 @ 104.313)			333,000		264,735
Auto-Cars / Light Trucks (1.5%)
Chrysler Group LLC / CG Co-Issuer, Inc., 8.25%, 6/15/21, (Callable 6/15/16 @ 104.125) (b)			1,440,000		1,499,400
Building & Construction Products-Miscellaneous (0.8%)
Gibraltar Industries, Inc., Series B, 8.00%, 12/1/15, (Callable 8/31/12 @ 102.667)			750,000		768,750
	��
Building-Heavy Construction (0.9%)
Tutor Perini Corp., 7.63%, 11/1/18, (Callable 11/1/14 @ 103.813)			845,000		873,519
Building-Residential / Commercial (0.5%)
Pulte Group, Inc., 6.38%, 5/15/33			539,000		463,540

Cable / Satellite TV (3.4%)
Cablevision Systems Corp., 7.75%, 4/15/18	225,000	244,687
Cablevision Systems Corp., 8.00%, 4/15/20	250,000	276,875
Cablevision Systems Corp., 8.63%, 9/15/17	125,000	142,813
CCO Holdings LLC / CCO Holdings Capital Corp., 6.50%, 4/30/21, (Callable 4/30/15 @ 104.875)	239,000	258,717
CCO Holdings LLC / CCO Holdings Capital Corp., 7.00%, 1/15/19, (Callable 1/15/14 @ 105.25)	59,000	64,753
CCO Holdings LLC / CCO Holdings Capital Corp., 7.25%, 10/30/17, (Callable 10/30/13 @ 105.438)	300,000	329,625
CCO Holdings LLC / CCO Holdings Capital Corp., 7.88%, 4/30/18, (Callable 4/30/13 @ 105.906)	344,000	375,390
CCO Holdings LLC / CCO Holdings Capital Corp., 8.13%, 4/30/20, (Callable 4/30/15 @ 104.063)	215,000	242,950
Cequel Communications Holdings I LLC and Cequel Capital Corp., 8.63%, 11/15/17, (Callable 11/15/12 @ 106.469) (b)	940,000	1,012,850
DISH DBS Corp., 7.88%, 9/1/19	309,000	359,212
		3,307,872
Capacitors (1.7%)
Kemet Corp., 10.50%, 5/1/18, (Callable 5/1/14 @ 105.25)	647,000	650,235
Kemet Corp., 10.50%, 5/1/18, (Callable 5/1/14 @ 105.25) (b)	1,000,000	1,000,000
		1,650,235
Cellular Telecom (2.7%)
MetroPCS Wireless, Inc., 7.88%, 9/1/18, (Callable 9/1/14 @ 103.938)	233,000	246,980
NII Capital Corp., 7.63%, 4/1/21, (Callable 4/1/16 @ 103.813)	1,327,000	1,015,155
Sprint Capital Corp., 6.88%, 11/15/28	239,000	213,905
Sprint Nextel Corp., 9.00%, 11/15/18 (b)	967,000	1,128,972
		2,605,012
Chemicals-Diversified (1.1%)
Koppers, Inc., 7.88%, 12/1/19, (Callable 12/1/14 @ 103.938)	381,000	415,290
LyondellBasell Industries NV, 6.00%, 11/15/21	557,000	640,550
		1,055,840
Chemicals-Plastics (0.1%)
PolyOne Corp., 7.38%, 9/15/20, (Callable 9/15/15 @ 103.688)	106,000	115,805

Continued

57

High Yield Bond

Schedule of Investments, continued

July 31, 2012

	Principal
	Amount		Value
Corporate Bonds, continued
Coal (2.2%)
Cloud Peak Energy Resources LLC / Cloud Peak Energy Finance Corp., 8.50%, 12/15/19, (Callable 12/15/14 @ 104.25)	$	304,000	$	321,480
Consol Energy, Inc., 8.00%, 4/1/17, (Callable 4/1/14 @ 104)		106,000		112,095
Consol Energy, Inc., 8.25%, 4/1/20, (Callable 4/1/15 @ 104.125)		106,000		112,625
Peabody Energy Corp., 6.00%, 11/15/18 (b)		707,000		707,000
Penn Virginia Resource Partners L.P. / Penn Virginia Resource Finance Corp., 8.25%, 4/15/18, (Callable 4/15/14 @ 104.125)		841,000		853,615
				2,106,815
Commercial Services (1.3%)
Iron Mountain, Inc., 8.00%, 6/15/20, (Callable 6/15/13 @ 104)		295,000		314,175
Liberty Tire Recycling, 11.00%, 10/1/16, (Callable 10/1/13 @ 105.5) (b)		340,000		317,050
ServiceMaster Co., 8.00%, 2/15/20, (Callable 2/15/15 @ 106)		574,000		636,422
				1,267,647
Construction Materials (0.4%)
Vulcan Materials Co., 7.50%, 6/15/21		350,000		387,188
Consumer Products-Miscellaneous (1.4%)
Central Garden and Pet Co., 8.25%, 3/1/18, (Callable 3/1/14 @ 104.125)		327,000		335,175
Jarden Corp., 7.50%, 1/15/20, (Callable 1/15/15 @ 103.75)		500,000		551,875
Reynolds Group Issuer, Inc. / Reynolds Group Issuer LLC, 7.13%, 4/15/19, (Callable 10/15/14 @ 103.563) (b)		400,000		425,000
Reynolds Group Issuer, Inc. / Reynolds Group Issuer LLC, 7.75%, 10/15/16, (Callable 10/15/12 @ 103.875) (b)		60,000		63,000
				1,375,050
Containers-Metal / Glass (0.4%)
Ardagh Packaging Finance PLC / Ardagh MP Holdings USA, Inc., Series 144, 7.38%, 10/15/17, (Callable 10/15/14 @ 103.688) (b)		301,000		322,446
BWAY Holding Co., 10.00%, 6/15/18, (Callable 6/15/14 @ 105)		100,000		110,500
				432,946
Data Processing / Management (b) (1.4%)
Fidelity National Information Services, Inc., 5.00%, 3/15/22, (Callable 3/15/17 @ 102.5)		929,000		980,095
First Data Corp., 8.88%, 8/15/20, (Callable 8/15/15 @ 104.438)		331,000		362,445
				1,342,540

Diversified Banks (1.6%)
Ally Financial, Inc., 5.50%, 2/15/17	750,000	781,326
Ally Financial, Inc., 7.38%, 12/16/44, (Callable 8/30/12 @ 25) (f)	18,226	440,705
Ally Financial, Inc., 8.00%, 11/1/31	274,000	322,322
		1,544,353
Diversified Manufacturing Operations (2.2%)
Amsted Industries, Inc., 8.13%, 3/15/18, (Callable 3/15/14 @ 104.063) (b) (d)	420,000	445,200
Griffon Corp., 7.13%, 4/1/18, (Callable 4/1/14 @ 105.344)	261,000	272,745
JB Poindexter & Co., Inc., 9.00%, 4/1/22, (Callable 4/1/17 @ 104.5) (b)	1,054,000	1,051,365
JM Huber Corp., 9.88%, 11/1/19, (Callable 11/1/15 @ 104.938) (b)	356,000	392,490
		2,161,800
Electric-Generation (1.4%)
AES Corp. (The), 7.38%, 7/1/21 (b) (d)	380,000	434,625
AES Corp. (The), 8.00%, 10/15/17 (d)	400,000	465,000
Bruce Mansfield Unit, 6.85%, 6/1/34	428,274	456,626
		1,356,251
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	113,373
Finance-Consumer Loans (1.7%)
CIT Group, Inc., 5.00%, 5/15/17	500,000	522,500
CIT Group, Inc., 5.00%, 8/15/22	346,000	346,000
CIT Group, Inc., 7.00%, 5/2/16, (Callable 8/31/12 @ 100)	7,000	7,035
CIT Group, Inc., 7.00%, 5/2/17, (Callable 8/31/12 @ 100)	102,504	103,017
SLM Corp., 6.00%, 1/25/17	725,000	759,437
		1,737,989
Finance-Mortgage Servicing (1.1%)
PHH Corp., 9.25%, 3/1/16	996,000	1,075,680
Food-Meat Products (b) (1.1%)
JBS USA LLC / JBS USA Finance, Inc., 7.25%, 6/1/21, (Callable 6/1/15 @ 105.438)	918,000	872,100
JBS USA LLC / JBS USA Finance, Inc., 8.25%, 2/1/20, (Callable 2/1/15 @ 106.188)	200,000	199,240
		1,071,340
Food-Miscellaneous / Diversified (b) (1.1%)
Del Monte Corp., 7.63%, 2/15/19, (Callable 2/15/14 @ 103.813)	351,000	348,368
Post Holdings, Inc., 7.38%, 2/15/22, (Callable 2/15/17 @ 103.688)	733,000	764,152
		1,112,520

Continued

58

High Yield Bond

Schedule of Investments, continued

July 31, 2012

	Principal
	Amount		Value
Corporate Bonds, continued
Food-Retail (0.8%)
BI-LO LLC / BI-LO Finance Corp., 9.25%, 2/15/19, (Callable 2/15/15 @ 104.625) (b)	$	634,000	$	675,210
Ingles Markets, Inc., 8.88%, 5/15/17, (Callable 5/15/13 @ 104.438)		132,000		144,210
				819,420
Funeral Services & Related Items (1.3%)
Service Corp. International, 8.00%, 11/15/21		540,000		635,850
Stewart Enterprises, Inc., 6.50%, 4/15/19, (Callable 4/15/14 @ 104.875)		250,000		260,625
Stonemor Operating LLC / Cornerstone Family Services of WV / Osiris Holding, 10.25%, 12/1/17, (Callable 12/1/13 @ 105.125)		389,000		383,165
				1,279,640
Gas-Transportation (0.2%)
Sabine Pass Liquified Natural Gas L.P., 7.50%, 11/30/16		205,000		216,019
Home Furnishings (0.1%)
Sealy Mattress Co., 8.25%, 6/15/14, (Callable 8/31/12 @ 100)		130,000		128,863
Housewares (0.6%)
Libbey Glass, Inc., 6.88%, 5/15/20, (Callable 5/15/15 @ 105.156) (b)		562,000		592,910
Independent Power Producer (2.6%)
Calpine Corp., 7.50%, 2/15/21, (Callable 11/1/15 @ 103.75) (b)		689,000		766,512
Calpine Corp., 7.88%, 1/15/23, (Callable 1/15/17 @ 103.938) (b)		400,000		455,000
GenOn Energy, Inc., 7.63%, 6/15/14		85,000		90,525
NRG Energy, Inc., 7.88%, 5/15/21, (Callable 5/15/16 @ 103.938) (b)		1,182,000		1,255,875
				2,567,912
Machinery-Farm (0.9%)
Case New Holland, Inc., 7.88%, 12/1/17		775,000		908,687
Medical Instruments (0.3%)
Accellent, Inc., 8.38%, 2/1/17, (Callable 2/1/13 @ 106.281) (d)		244,000		253,760
Medical Products (0.3%)
Universal Hospital Services, Inc., 4.11%, 6/1/15, (Callable 8/31/12 @ 100) (a)		21,000		20,449
Universal Hospital Services, Inc., 7.63%, 8/15/20, (Callable 8/15/15 @ 105.719) (b) (e)		293,000		298,860
				319,309

Medical-Hospitals (4.6%)
Capella Healthcare, Inc., 9.25%, 7/1/17, (Callable 7/1/13 @ 106.938)	736,000	780,160
CHS/Community Health Systems, Inc., 7.13%, 7/15/20, (Callable 7/15/16 @ 103.563)	338,000	354,055
HCA, Inc., 5.88%, 3/15/22	600,000	645,750
HCA, Inc., 6.50%, 2/15/20	1,000,000	1,117,500
Health Management Associates, Inc., 7.38%, 1/15/20, (Callable 1/15/16 @ 103.688) (b)	1,455,000	1,569,581
		4,467,046
Medical-Nursing Homes (0.2%)
Kindred Healthcare, Inc., 8.25%, 6/1/19, (Callable 6/1/14 @ 106.188)	200,000	190,000
Medical-Outpatient / Home Medical (1.3%)
Apria Healthcare Group, Inc., 11.25%, 11/1/14, (Callable 8/31/12 @ 105.625) (d)	336,000	351,120
Res-Care, Inc., 10.75%, 1/15/19, (Callable 1/15/15 @ 105.375)	813,000	894,300
		1,245,420
Metal Processors & Fabricators (0.5%)
Dynacast International LLC / Dynacast Finance Inc, 9.25%, 7/15/19, (Callable 7/15/15 @ 104.625) (b)	457,000	471,853
Metal-Aluminum (1.0%)
Aleris International, Inc., 7.63%, 2/15/18, (Callable 2/15/14 @ 105.719) (b) (d)	918,000	954,720
Multi-line Insurance (0.4%)
MetLife, Inc., 10.75%, 8/1/69, (Callable 8/1/34 @ 100)	250,000	361,250
Multimedia (0.9%)
Entravision Communications Corp., 8.75%, 8/1/17, (Callable 8/1/13 @ 106.563)	776,000	826,440
Mutual Insurance (0.4%)
Liberty Mutual Group, Inc., 7.80%, 3/7/87 (b)	400,000	417,000
Office Supplies & Forms (1.7%)
Mead Products LLC / ACCO Brands Corp., 6.75%, 4/30/20, (Callable 4/30/17 @ 103.375) (b)	1,583,000	1,701,725
Oil & Gas Exploration & Production (5.2%)
Bill Barrett Corp., 7.00%, 10/15/22, (Callable 10/15/17 @ 103.5)	1,000,000	982,500
Carrizo Oil & Gas, Inc., 8.63%, 10/15/18, (Callable 10/15/14 @ 104.313)	450,000	487,125
Chesapeake Energy Corp., 6.63%, 8/15/20	444,000	441,780

Continued

59

High Yield Bond

Schedule of Investments, continued

July 31, 2012

	Principal
	Amount		Value
Corporate Bonds, continued
Oil & Gas Exploration & Production, continued
Forest Oil Corp., 7.25%, 6/15/19, (Callable 8/31/12 @ 103.625)	$	436,000	$	420,740
Hilcorp Energy I L.P. / Hilcorp Finance Co., 7.63%, 4/15/21, (Callable 10/1/15 @ 103.813) (b)		170,000		185,300
Linn Energy LLC / Linn Energy Finance Corp., 8.63%, 4/15/20, (Callable 4/15/15 @ 104.313)		1,113,000		1,207,605
Newfield Exploration Co., 5.63%, 7/1/24		495,000		527,794
Newfield Exploration Co., 6.88%, 2/1/20, (Callable 2/1/15 @ 103.438)		188,000		205,860
SandRidge Energy, Inc., 8.75%, 1/15/20, (Callable 1/15/15 @ 104.375)		555,000		591,075
				5,049,779
Oil Field Services (1.9%)
Basic Energy Services, Inc., 7.13%, 4/15/16, (Callable 8/31/12 @ 102.375)		457,000		449,002
Basic Energy Services, Inc., 7.75%, 2/15/19, (Callable 2/15/15 @ 103.875)		293,000		283,478
Exterran Holdings, Inc., 7.25%, 12/1/18, (Callable 12/1/13 @ 105.438)		700,000		693,000
Helix Energy Solutions Group, Inc., 9.50%, 1/15/16, (Callable 8/31/12 @ 104.75) (b)		148,000		155,030
Pioneer Energy Services Corp., 9.88%, 3/15/18, (Callable 3/15/14 @ 104.938) (b)		250,000		268,750
				1,849,260
Oil Refining & Marketing (0.6%)
Coffeyville Resources LLC / Coffeyville Finance, Inc., 10.88%, 4/1/17, (Callable 4/1/13 @ 108.156) (b)		520,000		578,500
Paper & Related Products (0.7%)
Longview Fibre Paper & Packaging, Inc., 8.00%, 6/1/16, (Callable 6/1/13 @ 104) (b)		680,000		702,100
Pharmacy Services (1.5%)
Omnicare, Inc., 7.75%, 6/1/20, (Callable 6/1/15 @ 103.875)		1,313,000		1,437,735
Pipelines (4.9%)
Atlas Pipeline Partners L.P., 8.75%, 6/15/18, (Callable 6/15/13 @ 104.375)		728,000		780,780
Copano Energy LLC / Copano Energy Finance Corp., 7.13%, 4/1/21, (Callable 4/1/16 @ 103.563)		450,000		466,875
Crestwood Midstream Partners L.P. / Crestwood Midstream Finance Corp., 7.75%, 4/1/19, (Callable 4/1/15 @ 103.875) (b)		704,000		714,560

Enterprise Products Operating LLC, Series A, 8.38%, 8/1/66, (Callable 8/1/16 @ 100) (a)	346,000	378,870
Genesis Energy L.P. / Genesis Energy Finance Corp., 7.88%, 12/15/18, (Callable 12/15/14 @ 103.938) (b)	835,000	876,750
Regency Energy Partners L.P. / Regency Energy Finance Corp., 6.88%, 12/1/18, (Callable 12/1/14 @ 103.438)	600,000	642,000
Targa Resources Partners L.P. / Targa Resources Partners Finance Corp., 6.38%, 8/1/22, (Callable 2/1/17 @ 103.188) (b)	650,000	666,250
Targa Resources Partners L.P. / Targa Resources Partners Finance Corp., 7.88%, 10/15/18, (Callable 10/15/14 @ 103.938)	250,000	272,500
		4,798,585
Printing-Commercial (1.4%)
Cenveo Corp., 7.88%, 12/1/13, (Callable 8/31/12 @ 100)	274,000	272,630
Cenveo Corp., 8.88%, 2/1/18, (Callable 2/1/14 @ 104.438)	1,088,000	946,560
RR Donnelley & Sons Co., 7.25%, 5/15/18	61,000	60,390
RR Donnelley & Sons Co., 7.63%, 6/15/20	132,000	129,690
		1,409,270
Real Estate Investment Trusts (1.4%)
MPT Operating Partnership LP / MPT Finance Corp., 6.88%, 5/1/21, (Callable 5/1/16 @ 103.438)	723,000	768,187
Omega Healthcare Investors, Inc., 6.75%, 10/15/22, (Callable 10/15/15 @ 103.375)	495,000	546,975
		1,315,162
Recreational Centers (0.6%)
Equinox Holdings, Inc., 9.50%, 2/1/16, (Callable 2/1/13 @ 104.75) (b)	540,000	573,075
Rental Auto / Equipment (1.5%)
United Rentals North America, Inc., 9.25%, 12/15/19, (Callable 12/15/14 @ 104.625)	308,000	344,960
UR Financing Escrow Corp., 5.75%, 7/15/18, (Callable 7/15/15 @ 102.875) (b)	82,000	85,690
UR Financing Escrow Corp., 7.38%, 5/15/20, (Callable 5/15/16 @ 103.688) (b)	391,000	413,482
UR Financing Escrow Corp., 7.63%, 4/15/22, (Callable 4/15/17 @ 103.813) (b)	564,000	599,955
		1,444,087

Continued

60

High Yield Bond

Schedule of Investments, continued

July 31, 2012

	Principal
	Amount		Value
Corporate Bonds, continued
Retail-Apparel / Shoe (0.7%)
Limited Brands, Inc., 5.63%, 2/15/22	$	693,000	$	725,918
Retail-Automobile (0.4%)
Asbury Automotive Group, Inc., 7.63%, 3/15/17, (Callable 8/31/12 @ 103.813) (d)		18,000		18,585
Autonation, Inc., 5.50%, 2/1/20		355,000		372,750
				391,335
Retail-Mail Order (0.5%)
QVC, Inc., 7.50%, 10/1/19, (Callable 10/1/14 @ 103.75) (b)		419,000		466,174
Retail-Propane Distributors (0.7%)
AmeriGas Finance LLC / AmeriGas Finance Corp., 7.00%, 5/20/22, (Callable 5/20/17 @ 103.5) (d)		673,000		715,063
Rubber-Tires (0.9%)
Goodyear Tire & Rubber Co. (The), 8.75%, 8/15/20		814,000		893,365
Satellite Telecom (0.1%)
Hughes Satellite Systems Corp., 6.50%, 6/15/19 (b)		63,000		67,725
Special Purpose Entity (1.0%)
Holly Energy Partners L.P. / Holly Energy Finance Corp., 8.25%, 3/15/18, (Callable 3/15/14 @ 104.125) (b)		950,000		1,011,750
Steel Pipe & Tube (0.5%)
Mueller Water Products, Inc., 7.38%, 6/1/17, (Callable 8/31/12 @ 103.688)		460,000		466,900
Steel-Producers (1.4%)
AK Steel Corp., 7.63%, 5/15/20, (Callable 5/15/15 @ 103.813) (d)		529,000		447,005
JMC Steel Group, 8.25%, 3/15/18, (Callable 3/15/14 @ 106.188) (b)		850,000		852,125
United States Steel Corp., 7.38%, 4/1/20		75,000		73,875
				1,373,005
Telecommunication Equipment (0.8%)
CommScope, Inc., 8.25%, 1/15/19, (Callable 1/15/15 @ 104.125) (b)		749,000		783,641
Telecommunication Services (1.4%)
GCI, Inc., 8.63%, 11/15/19, (Callable 11/15/14 @ 104.313)		750,000		796,875
TW Telecom Holdings, Inc., 8.00%, 3/1/18, (Callable 3/1/14 @ 104)		66,000		73,755
West Corp., 8.63%, 10/1/18, (Callable 10/1/14 @ 104.313)		417,000		456,094
				1,326,724

Telephone-Integrated (4.0%)
CenturyLink, Inc., 6.45%, 6/15/21	361,000	398,367
CenturyLink, Inc., Series U, 7.65%, 3/15/42	700,000	719,099
Cincinnati Bell, Inc., 8.25%, 10/15/17, (Callable 10/15/13 @ 104.125)	660,000	697,950
Frontier Communications Corp., 8.13%, 10/1/18	200,000	218,000
Frontier Communications Corp., 8.50%, 4/15/20	588,000	636,510
Windstream Corp., 7.00%, 3/15/19, (Callable 8/31/12 @ 103.5)	750,000	763,125
Windstream Corp., 7.50%, 4/1/23, (Callable 4/1/16 @ 103.75)	158,000	164,320
Windstream Corp., 7.88%, 11/1/17	319,000	350,501
		3,947,872
Television (0.4%)
AMC Networks, Inc., 7.75%, 7/15/21, (Callable 7/15/16 @ 103.875)	337,000	381,653
Transportation-Marine (0.3%)
Navios South American Logistics, Inc. / Navios Logistics Finance US, Inc., 9.25%, 4/15/19, (Callable 4/15/14 @ 106.938) (b)	312,000	285,480
Travel Services (0.3%)
Sabre, Inc., 8.50%, 5/15/19, (Callable 5/15/15 @ 106.375) (b)	306,000	319,005
Vitamins & Nutrition Products (0.3%)
NBTY, Inc., 9.00%, 10/1/18, (Callable 10/1/14 @ 104.5)	250,000	277,500
Web Hosting / Design (1.0%)
Equinix, Inc., 7.00%, 7/15/21, (Callable 7/15/16 @ 103.5)	550,000	611,875
Equinix, Inc., 8.13%, 3/1/18, (Callable 3/1/14 @ 104.063)	344,000	380,980
		992,855
Wire & Cable Products (0.2%)
Belden, Inc., 7.00%, 3/15/17, (Callable 8/31/12 @ 103.5)	210,000	217,613
Wireless Equipment (1.2%)
Viasat, Inc., 6.88%, 6/15/20, (Callable 6/15/16 @ 103.438) (b)	250,000	258,125
Viasat, Inc., 8.88%, 9/15/16, (Callable 9/15/12 @ 106.656) (d)	814,000	870,980
		1,129,105
X-Ray Equipment (0.2%)
Hologic, Inc., 6.25%, 8/1/20, (Callable 8/1/15 @ 103.125) (b) (e)	150,000	158,625
Total Corporate Bonds		86,644,024

Continued

61

High Yield Bond

Schedule of Investments, continued

July 31, 2012

	Principal
	Amount		Value
Foreign Bonds (9.1%)
Auto / Truck Parts & Equipment-Original (0.2%)
International Automotive Components Group SL, 9.13%, 6/1/18, (Callable 6/1/15 @ 104.563) (b)	$	264,000	$	243,870
Building & Construction Products-Miscellaneous (0.3%)
Calcipar SA, 6.88%, 5/1/18, (Callable 5/1/15 @ 103.438) (b)		320,000		314,400
Diversified Operations (0.7%)
Stena AB, 7.00%, 12/1/16, (Callable 8/31/12 @ 101.167) (d)		711,000		691,448
Electric-Generation (0.9%)
Intergen NV, 9.00%, 6/30/17, (Callable 8/31/12 @ 104.5) (b) (d)		900,000		875,250
Electric-Integrated (0.3%)
EDP Finance BV, 6.00%, 2/2/18 (b)		274,000		248,193
Forestry (0.8%)
Tembec Industries, Inc., 11.25%, 12/15/18, (Callable 12/15/14 @ 105.625)		676,000		701,350
Tembec Industries, Inc., 11.25%, 12/15/18, (Callable 12/15/14 @ 105.625) (b)		77,000		79,887
				781,237
Metal-Aluminum (0.2%)
Novelis, Inc., 8.38%, 12/15/17, (Callable 12/15/13 @ 106.281)		175,000		191,625
Oil & Gas Exploration & Production (0.7%)
OGX Petroleo e Gas Participacoes SA, 8.50%, 6/1/18, (Callable 6/1/15 @ 104.25) (b)		737,000		649,481
Oil Field Services (1.0%)
Expro Finance Luxembourg SCA, 8.50%, 12/15/16, (Callable 12/15/13 @ 104.25) (b)		1,000,000		992,500
Paper & Related Products (1.3%)
Cascades, Inc., 7.75%, 12/15/17, (Callable 12/15/13 @ 103.875)		499,000		516,465
Cascades, Inc., 7.88%, 1/15/20, (Callable 1/15/15 @ 103.938)		720,000		741,600
				1,258,065
Satellite Telecom (0.4%)
Intelsat Jackson Holdings SA, 7.25%, 4/1/19, (Callable 4/1/15 @ 103.625) (b)		394,000		421,088

Telecommunication Services (b) (0.5%)
Wind Acquisition Finance SA, 7.25%, 2/15/18, (Callable 11/15/13 @ 105.438)		201,000		177,885
Wind Acquisition Finance SA, 11.75%, 7/15/17, (Callable 7/15/13 @ 105.875)		432,000		358,560
				536,445
Television (1.0%)
Videotron Ltee, 5.00%, 7/15/22 (b)		900,000		940,500
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		733,520
Total Foreign Bonds				8,877,622
	Shares
Preferred Stocks (0.1%)
Diversified Banks (0.1%)
Countrywide Capital V, 7.00%		2,462		61,304
Total Preferred Stocks				61,304
Investments in Affiliates (0.0%)
Fifth Third Institutional Money Market Fund (c)		174		174
Total Investments in Affiliates				174
Total Investments (Cost $93,714,028) – 98.1%				95,793,671
Other assets in excess of liabilities – 1.9%				1,853,269
NET ASSETS – 100.0%			$	97,646,940

Continued

62

High Yield Bond

Schedule of Investments, continued

July 31, 2012

Notes to Schedule of Investments

(a)	Variable rate security. Rate presented represents rate in effect at July 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)	All or part of this security has been designated as collateral for delayed delivery securities.
(e)	When Issued.
(f)	Senior Corporate Bond traded for shares

At July 31, 2012, High Yield Bond’s investments were in the following countries:

Country
Brazil	0.7	%
Canada	3.3	%
Ireland	0.3	%
Luxembourg	2.4	%
Marshall Island	1.1	%
Netherlands	1.8	%
Spain	0.3	%
Sweden	0.7	%
United States	89.4	%
Total	100.0	%

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

Total Return Bond

Schedule of Investments

July 31, 2012

	Principal
	Amount		Value
Asset-Backed Securities (4.5%)
Credit Card Bullet (0.7%)
1st Financial Bank USA, Series 2010-D, Class A, 3.72%, 6/17/19 (b)	$	1,500,000	$	1,535,188
Manufactured Housing ABS Other (1.7%)
Conseco Financial Corp., Series 1998-4, Class A7, 6.87%, 4/1/30 (a)		1,355,621		1,455,426
Mid-State Trust, Series 2005-1, Class M2, 7.08%, 1/15/40		2,215,474		2,249,774
				3,705,200
Manufactured Housing Sequential (0.9%)
Vanderbilt Acquisition Loan Trust, Series 2002-1, Class A4, 6.57%, 5/7/27 (a)		1,816,369		1,911,981
Other ABS (1.2%)
Aircastle Aircraft Lease Backed Trust, Series 2006-1A, Class G1, 0.52%, 6/20/31 (a) (b)		1,262,988		1,095,642
First Franklin Mortgage Loan Asset Backed Certificates, Series 2004-FF11, Class 1A2, 0.95%, 1/25/35 (a)		51,824		49,506
First Franklin Mortgage Loan Asset Backed Certificates, Series 2005-FFA, Class M3, 6.02%, 3/25/25 (g)		600,000		151,261
Residential Asset Mortgage Products, Inc., Series 2003-RZ5, Class A7, 4.97%, 9/25/33 (g)		1,308,724		1,344,994
				2,641,403
Total Asset-Backed Securities				9,793,772
Corporate Bonds (24.9%)
Advertising Agencies (1.0%)
Interpublic Group of Cos., Inc. (The), 6.25%, 11/15/14		1,000,000		1,083,750
Omnicom Group, Inc., 4.45%, 8/15/20		1,000,000		1,114,909
				2,198,659
Aerospace & Defense (0.8%)
Boeing Co. (The), 3.75%, 11/20/16		1,450,000		1,633,795
Airlines (0.4%)
Delta Air Lines Pass Through Trust, Series A, 4.75%, 5/7/20		805,000		817,075
Auto / Truck Parts & Equipment-Original (0.4%)
Visteon Corp., 6.75%, 4/15/19, (Callable 4/15/14 @ 105.063)		920,000		894,700
Beverages-Wine / Spirits (0.5%)
Pernod-Ricard SA, 2.95%, 1/15/17 (b)		1,000,000		1,031,750
Building-Residential / Commercial (0.5%)
Toll Brothers Finance Corp., 5.88%, 2/15/22		1,000,000		1,066,683

Continued

63

Total Return Bond

Schedule of Investments, continued

July 31, 2012

	Principal
	Amount		Value
Corporate Bonds, continued
Cable / Satellite TV (1.3%)
Comcast Corp., 5.70%, 7/1/19	$	1,000,000	$	1,214,661
Time Warner Cable, Inc., 5.85%, 5/1/17		1,250,000		1,482,507
				2,697,168
Commercial Banks-Southern U.S. (0.8%)
BB&T Corp., 5.25%, 11/1/19		1,500,000		1,715,072
Computer Services (0.8%)
International Business Machines Corp., 5.88%, 11/29/32		1,250,000		1,753,671
Consumer Products-Miscellaneous (0.6%)
Clorox Co., 3.55%, 11/1/15		1,215,000		1,293,967
Diversified Banks (2.4%)
Bank of America Corp., 5.63%, 10/14/16		1,250,000		1,365,691
Citigroup, Inc., 6.13%, 11/21/17		1,000,000		1,142,178
Goldman Sachs Group, Inc. (The), 6.13%, 2/15/33		415,000		448,275
JP Morgan Chase & Co., 6.00%, 1/15/18		1,265,000		1,497,252
Morgan Stanley, 5.75%, 10/18/16		780,000		819,474
				5,272,870
Diversified Financial Services (0.4%)
General Electric Capital Corp., Series B, 6.25%, 12/15/22 (a) (f)		900,000		920,628
Electric-Generation (0.2%)
Kiowa Power Partners LLC, 4.81%, 12/30/13 (b)		514,567		518,298
Electric-Integrated (2.4%)
Alabama Power Capital Trust V, 3.56%, 10/1/42, (Callable 10/1/12 @ 100) (a)		874,000		883,710
Duke Energy Indiana, Inc., 3.75%, 7/15/20		1,775,000		1,969,176
Florida Power & Light Co., 5.96%, 4/1/39		870,000		1,225,645
Virginia Electric and Power Co., 6.35%, 11/30/37		750,000		1,087,562
				5,166,093
Enterprise Software / Services (0.5%)
CA, Inc., 5.38%, 12/1/19		1,000,000		1,141,774
Finance-Auto Loans (0.5%)
Ford Motor Credit Co. LLC, 4.25%, 2/3/17		1,000,000		1,043,810
Finance-Investment Banker / Broker (0.3%)
JP Morgan Chase Capital XXI, Series U, 1.39%, 1/15/87, (Callable 8/31/12 @ 100) (a)		1,000,000		690,036
Food-Miscellaneous / Diversified (0.7%)
General Mills, Inc., 5.65%, 2/15/19		1,250,000		1,520,430
Food-Retail (0.3%)
Kroger Co. (The), 6.90%, 4/15/38		500,000		633,128

Life / Health Insurance (0.6%)
Prudential Financial, Inc., 3.88%, 1/14/15	1,250,000	1,309,056
Linen Supply & Related Items (0.5%)
Cintas Corp. No 2, 4.30%, 6/1/21	870,000	968,534
Medical-HMO (0.6%)
Cigna Corp., 4.00%, 2/15/22, (Callable 11/15/21 @ 100)	1,155,000	1,246,061
Metal-Copper (0.3%)
Freeport-McMoRan Copper & Gold, Inc., 3.55%, 3/1/22, (Callable 12/1/21 @ 100)	700,000	706,659
Multi-line Insurance (0.5%)
MetLife, Inc., 6.75%, 6/1/16	1,000,000	1,182,392
Networking Products (0.3%)
Cisco Systems, Inc., 4.95%, 2/15/19	500,000	599,736
Oil & Gas Exploration & Production (0.2%)
Chesapeake Energy Corp., 6.13%, 2/15/21	500,000	488,750
Pipelines (0.6%)
Kinder Morgan Energy Partners L.P., 3.95%, 9/1/22, (Callable 6/1/22 @ 100)	1,300,000	1,371,566
Real Estate Investment Trusts (1.4%)
BioMed Realty L.P., 3.85%, 4/15/16, (Callable 3/15/16 @ 100)	750,000	781,310
Boston Properties L.P., 4.13%, 5/15/21	850,000	919,229
Simon Property Group L.P., 4.38%, 3/1/21, (Callable 12/1/20 @ 100)	1,100,000	1,232,169
		2,932,708
Reinsurance (0.7%)
Berkshire Hathaway, Inc., 3.20%, 2/11/15	1,500,000	1,600,209
Retail-Drug Store (0.6%)
CVS Caremark Corp., 5.75%, 6/1/17	1,000,000	1,195,799
Retail-Restaurants (0.9%)
Darden Restaurants, Inc., 4.50%, 10/15/21	1,000,000	1,073,149
Yum! Brands, Inc., 3.88%, 11/1/20, (Callable 8/1/20 @ 100)	750,000	822,883
		1,896,032
Telephone-Integrated (1.1%)
AT&T, Inc., 6.30%, 1/15/38	1,000,000	1,328,267
Verizon Communications, Inc., 4.90%, 9/15/15	1,000,000	1,122,981
		2,451,248

Continued

64

Total Return Bond

Schedule of Investments, continued

July 31, 2012

		Principal
		Amount		Value
Corporate Bonds, continued
Transportation-Rail (0.5%)
Burlington Northern Santa Fe LLC, 5.65%, 5/1/17		$	1,000,000	$	1,178,436
Transportation-Services (0.9%)
Asciano Finance, Ltd., 3.13%, 9/23/15 (b)			850,000		855,426
Ryder System, Inc., 3.50%, 6/1/17			1,000,000		1,057,002
					1,912,428
Wireless Equipment (0.4%)
American Tower Corp., 4.50%, 1/15/18			800,000		857,953
Total Corporate Bonds					53,907,174
Foreign Bonds (4.6%)
Commercial Banks-Eastern U.S. (0.5%)
Credit Suisse, 5.30%, 8/13/19			1,000,000		1,167,502
Diversified Minerals (0.4%)
FMG Resources Property, Ltd., 7.00%, 11/1/15, (Callable 11/1/12 @ 105.25) (b)			750,000		768,750
Metals & Mining (0.3%)
Rio Tinto Finance USA, Ltd., 3.50%, 11/2/20			500,000		544,435
Oil & Gas Exploration & Production (0.6%)
Gazprom Via Gazprom International SA, 7.20%, 2/1/20 (b)			1,169,385		1,298,017
Oil Company-Integrated (0.5%)
Shell International Finance BV, 4.38%, 3/25/20			1,000,000		1,182,331
Pipelines (0.3%)
TransCanada PipeLines, Ltd., 5.85%, 3/15/36			500,000		671,157
Sovereign (1.4%)
New Zealand Government Bond, 6.00%, 12/15/17	NZD		3,150,000		2,934,318
Special Purpose Banks (0.6%)
Export-Import Bank of Korea, 4.00%, 1/11/17		$	1,300,000		1,392,907
Total Foreign Bonds					9,959,417
Mortgage-Backed Securities (48.4%)
CMBS Other (1.8%)
Bear Stearns Commercial Mortgage Securities, Series 2004-T14, Class A4, 5.20%, 1/12/41 (a)			2,000,000		2,106,300
Greenwich Capital Commercial Funding Corp., Series 2002-C1, Class A4, 4.95%, 1/11/35			281,385		282,707

JP Morgan Chase Commercial Mortgage Securities Corp., Series 2005-LDP5, Class A4, 5.20%, 12/15/44 (a)	500,000	561,366
Nomura Asset Securities Corp., Series 1998-D6, Class A2, 7.05%, 3/15/30 (a)	1,000,000	1,015,938
		3,966,311
CMBS Subordinated (0.8%)
Morgan Stanley Capital I, Series 2003-IQ6, Class C, 5.10%, 12/15/41 (a) (b)	1,675,000	1,669,436
U.S. Government Agencies (42.4%)
Fannie Mae, 0.50%, 8/25/44 (a)	416,404	414,812
Fannie Mae, 2.54%, 8/1/34 (a)	19,168	20,435
Fannie Mae, 3.50%, 10/1/20	1,077,332	1,145,541
Fannie Mae, 3.50%, 2/1/26	1,495,428	1,628,427
Fannie Mae, 4.00%, 9/1/20	586,427	628,082
Fannie Mae, 4.00%, 2/1/26	813,029	891,054
Fannie Mae, 4.00%, 3/1/26	1,517,497	1,638,469
Fannie Mae, 4.00%, 9/1/40	854,599	917,234
Fannie Mae, 4.00%, 2/1/41	2,765,035	3,026,445
Fannie Mae, 4.00%, 3/1/41	2,980,210	3,293,977
Fannie Mae, 4.00%, 9/1/41	1,523,160	1,667,161
Fannie Mae, 4.00%, TBA, 8/1/42	7,500,000	8,037,891
Fannie Mae, 4.50%, 4/1/20	1,446,320	1,563,653
Fannie Mae, 4.50%, 3/1/25	598,280	651,490
Fannie Mae, 4.50%, 4/1/39	1,834,475	2,033,240
Fannie Mae, 4.50%, 7/1/39	829,276	919,128
Fannie Mae, 4.50%, 9/1/40	1,732,054	1,948,003
Fannie Mae, 4.50%, 7/1/41	828,082	917,804
Fannie Mae, 4.50%, 9/1/41	1,858,229	2,046,212
Fannie Mae, TBA, 4.50%, 8/1/42	2,000,000	2,162,812
Fannie Mae, 5.00%, 6/1/23	1,069,264	1,157,542
Fannie Mae, 5.00%, 5/1/25	549,369	606,366
Fannie Mae, 5.00%, 7/1/33	389,323	426,431
Fannie Mae, 5.00%, 1/1/34 (d)	2,812,671	3,080,754
Fannie Mae, 5.00%, 6/1/40	644,204	711,472
Fannie Mae, 5.50%, 12/25/20	416,019	426,143
Fannie Mae, 5.50%, 2/1/25	384,152	424,934
Fannie Mae, 5.50%, 3/1/35	519,118	576,500
Fannie Mae, 5.50%, 6/1/35	227,578	252,435
Fannie Mae, 5.50%, 11/1/35	576,060	643,517
Fannie Mae, 5.50%, 11/1/36	783,016	878,451
Fannie Mae, 5.50%, 1/1/37	504,748	558,885
Fannie Mae, 5.50%, 1/1/37 (d)	1,396,590	1,560,130
Fannie Mae, 5.50%, 5/1/37	1,656,223	1,842,920
Fannie Mae, 5.50%, 8/1/37	1,555,831	1,749,687
Fannie Mae, 6.00%, 5/1/17	47,309	51,137
Fannie Mae, 6.00%, 5/1/18	153,172	166,401
Fannie Mae, 6.00%, 2/1/22	1,002,825	1,106,085
Fannie Mae, 6.00%, 1/1/33	114,336	128,682
Fannie Mae, 6.00%, 9/1/35	831,508	927,151
Fannie Mae, 6.00%, 1/1/36 (d)	1,395,758	1,559,977
Fannie Mae, 6.00%, 12/1/36	444,862	497,203
Fannie Mae, 6.00%, 1/1/37	1,471,785	1,627,012
Fannie Mae, 6.00%, 1/1/38	144,510	159,751

Continued

65

Total Return Bond

Schedule of Investments, continued

July 31, 2012

	Principal
	Amount		Value
Mortgage-Backed Securities, continued
U.S. Government Agencies, continued
Fannie Mae, 6.50%, 7/1/16	$	150,213	$	161,671
Fannie Mae, 6.50%, 6/1/17		44,547		48,376
Fannie Mae, 6.50%, 8/1/28		78,976		93,275
Fannie Mae, 6.50%, 6/1/29		16,216		19,067
Fannie Mae, 6.50%, 4/1/32		95,927		111,029
Fannie Mae, 6.50%, 6/1/32		186,533		215,901
Fannie Mae, 6.50%, 7/1/32		317,992		366,860
Fannie Mae, 6.50%, 3/1/33		41,389		47,641
Fannie Mae, 6.50%, 8/1/36		109,739		123,148
Fannie Mae, 7.00%, 6/1/32		83,308		98,499
Fannie Mae, 7.00%, 8/1/32		128,073		150,543
Fannie Mae, 7.00%, 9/1/36		254,466		293,891
Fannie Mae, 7.50%, 6/1/28		55,339		64,103
Freddie Mac, 0.65%, 7/15/36 (a) (d)		300,830		301,595
Freddie Mac, 2.91%, 4/1/37 (a)		1,128,032		1,213,384
Freddie Mac, 3.50%, 11/1/25		837,868		900,604
Freddie Mac, 4.00%, 5/1/19		1,037,596		1,113,978
Freddie Mac, 4.50%, 6/1/34		398,181		429,141
Freddie Mac, 4.50%, 9/1/34		203,147		218,942
Freddie Mac, 4.50%, 4/1/41		1,746,998		1,957,218
Freddie Mac, 5.00%, 12/1/18		351,271		379,607
Freddie Mac, 5.00%, 10/1/21		449,918		486,423
Freddie Mac, 5.00%, 8/1/33		118,425		130,985
Freddie Mac, 5.00%, 5/1/34		61,548		67,076
Freddie Mac, 5.00%, 7/1/35		154,830		168,276
Freddie Mac, 5.00%, 8/1/35		487,524		537,547
Freddie Mac, 5.00%, 11/1/35		1,715,587		1,872,305
Freddie Mac, 5.00%, 4/1/36		155,793		169,323
Freddie Mac, 5.00%, 7/1/36		615,895		669,383
Freddie Mac, 5.00%, 11/1/39 (d)		1,492,778		1,651,109
Freddie Mac, 5.18%, 3/1/37 (a)		198,139		213,683
Freddie Mac, 5.76%, 3/1/37 (a) (d)		2,361,683		2,551,550
Freddie Mac, 5.80%, 10/1/36 (a)		539,970		580,364
Freddie Mac, 6.00%, 9/1/33		124,742		139,895
Freddie Mac, 6.00%, 5/1/38		421,003		468,197
Freddie Mac, 6.06%, 2/1/37 (a)		1,836,588		1,992,643
Freddie Mac, 6.12%, 1/1/37 (a)		2,446,237		2,653,612
Freddie Mac, 6.50%, 1/1/29		486,980		575,527
Freddie Mac, 6.50%, 7/1/32		67,686		77,843
Freddie Mac, 6.50%, 9/1/32		27,019		31,291
Freddie Mac, 7.00%, 6/1/26		246,892		285,502
Freddie Mac, 7.00%, 1/1/32		45,843		53,296
Freddie Mac, IO, 6.90%, 8/15/36 (a)		3,219,413		626,248
Freddie Mac, IO, 6.95%, 7/15/32 (a)		66,005		79
Government National Mortgage Association, 1.42%, 9/16/53 (a)		16,508,897		1,325,565
Government National Mortgage Association, IO, 0.06%, 4/16/46 (a)		31,771,099		498,838
Government National Mortgage Association, IO, 0.14%, 3/16/46 (a)		7,827,552		82,033
Government National Mortgage Association, IO, 0.15%, 2/16/48 (a)		32,352,305		875,033
Government National Mortgage Association, IO, 0.34%, 6/17/45 (a)		5,046,427		90,967
Government National Mortgage Association, IO, 0.45%, 6/16/49 (a)		24,179,987		1,168,788
Government National Mortgage Association, IO, 0.55%, 2/16/48 (a)		7,206,257		242,786
Government National Mortgage Association, IO, 1.13%, 10/16/44 (a)		19,650,987		1,336,464

Government National Mortgage Association, IO, 1.27%, 8/16/46 (a)	18,455,135	1,378,063
Government National Mortgage Association, IO, 1.35%, 6/16/52 (a)	19,310,443	1,531,588
Government National Mortgage Association, IO, 1.64%, 4/16/53 (a)	16,345,122	1,416,583
Government National Mortgage Association, IO, 4.50%, 10/16/37	5,641,942	784,656
		91,713,430
WL Collateral CMO Mezzanine (0.0%)
Homebanc Mortgage Trust, Series 2004-1, Class 2M2, 1.97%, 8/25/29 (a)	281,341	104,158
WL Collateral CMO Other (2.4%)
Homebanc Mortgage Trust, Series 2004-2, Class A2, 1.15%, 12/25/34, (a) (d)	924,796	584,798
Homebanc Mortgage Trust, Series 2006-1, Class 1A1, 2.83%, 4/25/37 (a) (d)	349,397	227,338
JP Morgan Mortgage Trust, Series 2005-A1, Class 2A1, 2.72%, 2/25/35 (a)	295,506	293,148
JP Morgan Mortgage Trust, Series 2005-A2, Class 3A2, 2.75%, 4/25/35 (a)	1,600,384	1,506,844
JP Morgan Mortgage Trust, Series 2005-A2, Class 7CB1, 4.86%, 4/25/35 (a)	1,012,938	1,000,476
JP Morgan Mortgage Trust, Series 2005-A3, Class 7CA1, 2.96%, 6/25/35 (a)	1,102,180	891,158
MASTR Alternative Loans Trust, Series 2004-7, Class 10A1, 6.00%, 6/25/34	134,715	143,264
Structured Asset Securities Corp., Series 2004-21XS, Class 2A6B, 5.15%, 12/25/34 (g)	494,195	480,504
		5,127,530
WL Collateral CMO Sequential (1.0%)
Countrywide Alternative Loan Trust, Series 2004-30CB, Class 3A1, 5.00%, 2/25/20	1,294,546	1,336,982
Countrywide Alternative Loan Trust, Series 2005-J3, Class 3A1, 6.50%, 9/25/34	154,203	151,569
Credit Suisse First Boston Mortgage Securities Corp., Series 2004-7, Class 6A1, 5.25%, 10/25/19	381,915	388,088
JP Morgan Alternative Loan Trust, Series 2007-A2, Class 12A2, 0.35%, 6/25/37 (a)	122,811	121,842
JP Morgan Mortgage Trust, Series 2006-A4, Class 2A2, 5.59%, 6/25/36 (a)	150,478	136,094
		2,134,575
Total Mortgage-Backed Securities		104,715,440
Municipal Bonds (2.0%)
Minnesota (1.6%)
State of Minnesota, Series A, GO, 5.00%, 10/1/22, (Callable 10/1/21 @ 100)	1,250,000	1,596,112
State of Minnesota, Series D, GO, 5.00%, 8/1/19	1,385,000	1,737,081
		3,333,193

Continued

66

Total Return Bond

Schedule of Investments, continued

July 31, 2012

	Principal
	Amount		Value
Municipal Bonds, continued
Texas (0.4%)
Board of Regents of the University of Texas System, Build America Bonds, Series C, 4.79%, 8/15/46	$	745,000	$	917,483
Total Municipal Bonds				4,250,676
U.S. Treasury Obligations (12.6%)
U.S. Treasury Bonds (3.2%)
3.13%, 11/15/41		3,950,000		4,404,250
4.38%, 5/15/41		1,650,000		2,279,577
5.38%, 2/15/31		55,000		81,804
				6,765,631
U.S. Treasury Notes (7.0%)
0.13%, 1/15/22 (e)		6,153,445		6,642,835
0.25%, 2/15/15		7,500,000		7,499,415
0.38%, 11/15/14		1,000,000		1,003,203
				15,145,453
U.S. Treasury Strips (2.4%)
8.21%, 11/15/27 ** (d)		7,400,000		5,241,080
Total U.S. Treasury Obligations				27,152,164
	Shares
Preferred Stocks (2.5%)
Electric-Integrated (0.4%)
Southern California Edison Co., 0.44%		8,125		810,469
Food-Miscellaneous / Diversified (1.0%)
HJ Heinz Finance Co., 8.00% (b)		20		2,105,000
Real Estate Investment Trusts (1.1%)
Public Storage, 5.90%		50,000		1,332,000
Realty Income Corp., 6.63%		40,000		1,084,800
				2,416,800
Total Preferred Stocks				5,332,269
Investments in Affiliates (4.2%)
Fifth Third Institutional Money Market Fund (c)		9,192,393		9,192,393
Total Investments in Affiliates				9,192,393
Total Investments (Cost $213,747,961) – 103.7%				224,303,305
Liabilities in excess of other assets – (3.7%)				(8,101,500	)
NET ASSETS – 100.0%			$	216,201,805

Notes to Schedule of Investments

**	Rate represents the effective yield at purchase.
(a)	Variable rate security. Rate presented represents rate in effect at July 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)	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.
(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

CMBS – Commercial Mortgage-Backed Security

CMO – Collateralized Mortgage Obligation

GO – General Obligation

IO – Interest Only

NZD – New Zealand Dollar

TBA – To be announced

WL – Whole Loan

At July 31, 2012, Total Return Bond’s investments were in the following countries:

Country
Australia	1.0	%
Canada	0.3	%
France	0.5	%
Luxembourg	0.6	%
Netherlands	0.5	%
New Zealand	1.3	%
South Korea	0.6	%
Switzerland	0.5	%
United States	94.7	%
Total	100.0	%

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

67

Short Term Bond

Schedule of Investments

July 31, 2012

	Principal
	Amount		Value
Asset-Backed Securities (9.6%)
Automobile Sequential (5.7%)
Ally Auto Receivables Trust, Series 2010-4, Class A3, 0.91%, 11/17/14	$	864,150	$	866,539
Ally Auto Receivables Trust, Series 2010-5, Class B, 2.45%, 6/15/16 (b)		630,000		656,812
Bank of America Auto Trust, Series 2012-1, Class A4, 1.03%, 12/15/16		900,000		908,609
CarMax Auto Owner Trust, Series 2011-3, Class A3, 1.07%, 6/15/16		1,300,000		1,310,475
Chrysler Financial Auto Securitization Trust, Series 2009-A, Class A3, 2.82%, 1/15/16		122,040		122,270
Ford Credit Auto Owner Trust, Series 2009-D, Class A3, 2.17%, 10/15/13		53,464		53,536
Ford Credit Auto Owner Trust, Series 2010-B, Class B, 2.54%, 2/15/16		1,050,000		1,090,460
Ford Credit Auto Owner Trust, Series 2011-B, Class A4, 1.35%, 12/15/16		744,000		756,449
Hyundai Auto Receivables Trust, Series 2009-A, Class A4, 3.15%, 3/15/16		1,500,000		1,527,729
Mercedes-Benz Auto Receivables Trust, Series 2009-1, Class A3, 1.67%, 1/15/14		289,555		290,557
Volkswagen Auto Lease Trust, Series 2012-A, Class A3, 0.87%, 7/20/15		1,675,000		1,680,600
				9,264,036
Credit Card Bullet (1.6%)
Citibank Credit Card Issuance Trust, Series 2003-A10, Class A10, 4.75%, 12/10/15		800,000		847,062
Discover Card Master Trust, Series 2008-A4, Class A4, 5.65%, 12/15/15		1,750,000		1,829,490
				2,676,552
Other ABS (2.3%)
Aircastle Aircraft Lease Backed Trust, Series 2006-1A, Class G1, 0.52%, 6/20/31(a) (b)		830,133		720,140
CNH Equipment Trust, Series 2010-A, Class A4, 2.49%, 1/15/16		2,700,000		2,741,613
SVO VOI Mortgage Corp., Series 2005-AA, Class A, 5.25%, 2/20/21 (b) (e)		244,644		247,378
				3,709,131
Total Asset-Backed Securities				15,649,719
Corporate Bonds (26.8%)
Auto-Cars / Light Trucks (0.8%)
Daimler Finance North America LLC, 6.50%, 11/15/13		1,275,000		1,367,773
Beverages-Non-alcoholic (1.0%)
Coca-Cola Co. (The), 0.75%, 3/13/15		1,595,000		1,608,237

Brewery (0.6%)
Anheuser-Busch InBev Worldwide, Inc., Series FRN, 1.00%, 1/27/14 (a)	1,000,000	1,007,500
Cable / Satellite TV (0.6%)
Comcast Corp., 5.30%, 1/15/14	940,000	1,000,587
Coatings / Paint (0.6%)
RPM International, Inc., 6.25%, 12/15/13	1,000,000	1,057,531
Computer Services (1.2%)
International Business Machines Corp., 0.88%, 10/31/14	1,975,000	1,992,858
Cosmetics & Toiletries (1.1%)
Procter & Gamble Co. (The), 3.50%, 2/15/15	1,600,000	1,718,160
Diversified Banks (3.8%)
Bank of America Corp., 1.87%, 1/30/14 (a)	600,000	599,735
Citigroup, Inc., 5.50%, 4/11/13	1,200,000	1,234,014
Goldman Sachs Group, Inc. (The), 4.75%, 7/15/13	1,500,000	1,550,306
JP Morgan Chase & Co., 2.05%, 1/24/14	1,250,000	1,269,556
Morgan Stanley, 5.30%, 3/1/13	1,500,000	1,531,185
		6,184,796
Diversified Financial Services (1.6%)
General Electric Capital Corp., 1.63%, 7/2/15	1,600,000	1,617,110
General Electric Capital Corp., 2.15%, 1/9/15	1,000,000	1,025,383
		2,642,493
Electric-Generation (0.3%)
Kiowa Power Partners LLC, 4.81%, 12/30/13 (b)	514,567	518,298
Electric-Integrated (1.6%)
NextEra Energy Capital Holdings, Inc., 5.35%, 6/15/13	1,515,000	1,574,765
PSEG Power LLC, 2.50%, 4/15/13	1,000,000	1,013,438
		2,588,203
Fiduciary Banks (1.4%)
Bank of New York Mellon Corp. (The), 0.72%, 7/28/14 (a)	1,500,000	1,501,089
Bank of New York Mellon Corp. (The), 1.20%, 2/20/15, (Callable 1/20/15 @ 100)	750,000	760,435
		2,261,524
Finance-Auto Loans (0.2%)
Ford Motor Credit Co. LLC, 2.75%, 5/15/15	280,000	282,236
Finance-Consumer Loans (0.4%)
John Deere Capital Corp., 0.88%, 4/17/15	660,000	663,798

Continued

68

Short Term Bond

Schedule of Investments, continued

July 31, 2012

	Principal
	Amount			Value
Corporate Bonds, continued
Finance-Credit Card (0.9%)
American Express Credit Corp., 5.88%, 5/2/13		$	1,370,000	$	1,423,168
Finance-Other Services (1.2%)
National Rural Utilities Cooperative Finance Corp., 1.00%, 2/2/15			2,000,000		2,015,324
Food-Retail (0.6%)
Kroger Co. (The), 4.95%, 1/15/15			900,000		981,466
Life / Health Insurance (0.6%)
Prudential Financial, Inc., 3.88%, 1/14/15			880,000		921,576
Machinery-Construction & Mining (0.6%)
Caterpillar, Inc., 0.95%, 6/26/15			960,000		971,021
Medical Products (0.6%)
Stryker Corp., 3.00%, 1/15/15			1,000,000		1,054,768
Oil Company-Integrated (0.8%)
Chevron Corp., 3.95%, 3/3/14			1,250,000		1,318,555
Real Estate Investment Trusts (0.8%)
Simon Property Group L.P., 4.20%, 2/1/15, (Callable 11/1/14 @ 100)			1,290,000		1,370,442
Reinsurance (1.3%)
Berkshire Hathaway Finance Corp., 4.63%, 10/15/13			2,000,000		2,099,582
REITS-Shopping Centers (0.5%)
Kimco Realty Corp., 4.82%, 6/1/14			700,000		740,846
Retail-Auto Parts (0.7%)
AutoZone, Inc., 5.75%, 1/15/15			1,000,000		1,103,380
Retail-Discount (1.3%)
Wal-Mart Stores, Inc., 3.20%, 5/15/14			2,000,000		2,100,542
Super-Regional Banks-U.S. (1.7%)
SunTrust Banks, Inc., 5.25%, 11/5/12			1,250,000		1,264,748
Wells Fargo & Co., 1.25%, 2/13/15			1,500,000		1,505,218
					2,769,966
Total Corporate Bonds					43,764,630
Foreign Bonds (8.5%)
Commercial Banks Non-U.S. (5.9%)
Bank of Montreal, 2.13%, 6/28/13			1,441,000		1,464,480
Bank of Nova Scotia, 1.85%, 1/12/15			1,500,000		1,538,041
Barclays Bank PLC, 2.50%, 1/23/13			1,900,000		1,912,840
National Australia Bank, 2.00%, 3/9/15			1,600,000		1,620,722
Royal Bank of Canada, 1.45%, 10/30/14			1,500,000		1,525,008
Westpac Banking Corp., 2.10%, 8/2/13			1,500,000		1,523,784
					9,584,875
Money Center Banks (0.9%)
Deutsche Bank AG, 2.38%, 1/11/13			1,500,000		1,510,196

Oil Company-Integrated (0.8%)
Total Capital Canada, Ltd., 1.63%, 1/28/14	1,225,000	1,245,090
Regional Authority (0.9%)
Province of Ontario Canada, 0.95%, 5/26/15	1,500,000	1,513,783
Total Foreign Bonds		13,853,944
Mortgage-Backed Securities (20.8%)
CMBS Other (6.1%)
Bear Stearns Commercial Mortgage Securities, Series 2004-T14, Class A4, 5.20%, 1/12/41 (a)	2,500,000	2,632,875
Credit Suisse First Boston Mortgage Securities Corp., Series 2003-C3, Class A5, 3.94%, 5/15/38	2,359,621	2,393,430
Credit Suisse First Boston Mortgage Securities Corp., Series 2003-CK2, Class A4, 4.80%, 3/15/36	2,015,050	2,033,830
GE Capital Commercial Mortgage Corp., Series 2002-3A, Class A2, 5.00%, 12/10/37	495,021	495,927
Wachovia Bank Commercial Mortgage Trust, Series 2002-C2, Class A4, 4.98%, 11/15/34	760,822	763,617
Wachovia Bank Commercial Mortgage Trust, Series 2003-C9, Class A4, 5.01%, 12/15/35 (a)	1,505,000	1,568,083
		9,887,762
U.S. Government Agencies (9.8%)
Fannie Mae, 2.27%, 9/1/34 (a)	730,974	774,014
Fannie Mae, 2.28%, 4/1/35 (a)	540,112	575,783
Fannie Mae, 2.75%, 10/25/18	1,009,579	1,047,370
Fannie Mae, 2.76%, 4/1/33 (a)	488,452	519,585
Fannie Mae, 3.50%, 6/1/20	928,523	987,310
Fannie Mae, 3.50%, 8/1/20	1,555,862	1,654,368
Fannie Mae, 3.50%, 11/1/20	673,056	715,669
Fannie Mae, 4.00%, 9/1/19	1,681,461	1,799,216
Fannie Mae Prepayment Link Note, Series 2005-4, Class 1, 4.65%, 12/25/12	817,165	827,279
Freddie Mac, 2.42%, 7/1/35 (a) (d)	1,035,605	1,103,143
Freddie Mac, 2.91%, 4/1/37 (a)	1,012,138	1,088,721
Freddie Mac, 3.06%, 3/1/34 (a)	662,622	710,736
Freddie Mac, 4.25%, 12/15/19	978,612	1,035,055
Freddie Mac, 4.50%, 3/15/19	965,180	985,187
Government National Mortgage Association, 3.10%, 12/16/50	1,568,278	1,641,401
Government National Mortgage Association, 3.95%, 11/16/30 (d)	502,921	508,041
		15,972,878
WL Collateral CMO Other (4.2%)
Bear Stearns Adjustable Rate Mortgage Trust, Series 2004-1, Class 13A3, 3.09%, 4/25/34 (a)	950,088	866,717
Bear Stearns Asset Backed Securities Trust, Series 2003-AC7, Class A2, 5.75%, 1/25/34 (f)	600,879	625,286

Continued

69

Short Term Bond

Schedule of Investments, continued

July 31, 2012

	Principal
	Amount		Value
Mortgage-Backed Securities, continued
WL Collateral CMO Other, continued
Homebanc Mortgage Trust, Series 2004-2, Class A2, 1.15%, 12/25/34 (a)	$	745,386	$	471,347
Homebanc Mortgage Trust, Series 2006-1, Class 1A1, 2.83%, 4/25/37 (a)		1,222,889		795,683
JP Morgan Alternative Loan Trust, Series 2006-S2, Class A2, 5.81%, 5/25/36 (f)		131,254		131,136
JP Morgan Mortgage Trust, Series 2005-A2, Class 5A1, 4.27%, 4/25/35 (a)		177,997		180,152
JP Morgan Mortgage Trust, Series 2005-A3, Class 7CA1, 2.96%, 6/25/35 (a) (d)		1,766,243		1,428,080
Merrill Lynch Mortgage Investors, Inc., Series 2003-A1, Class 2A, 2.70%, 12/25/32 (a)		52,650		53,995
Provident Funding Mortgage Loan Trust, Series 2005-2, Class 2A1A, 2.94%, 10/25/35 (a)		912,762		899,877
Residential Funding Mortgage Securities I, Series 2007-SA1, Class 1A1, 3.26%, 2/25/37 (a) (d)		1,981,033		1,463,270
				6,915,543
WL Collateral CMO Sequential (0.4%)
Chase Mortgage Finance Corp., Series 2005-A1, Class 2A2, 2.73%, 12/25/35 (a)		134,341		114,890
JP Morgan Alternative Loan Trust, Series 2006-S3, Class A2A, 5.87%, 8/25/36 (d) (f)		135,909		135,542
JP Morgan Mortgage Trust, Series 2006-A4, Class 2A2, 5.59%, 6/25/36 (a)		474,005		428,697
				679,129
WL Collateral PAC (0.3%)
Wells Fargo Mortgage Backed Securities Trust, Series 2006-3, Class A1, 5.50%, 3/25/36		546,670		553,135
Total Mortgage-Backed Securities				34,008,447
Municipal Bonds (0.4%)
Texas (0.4%)
State of Texas, Series B, 5.00%, 8/1/14		625,000		677,875
Total Municipal Bonds				677,875
U.S. Government Agencies (27.8%)
Fannie Mae (7.5%)
0.38%, 3/16/15		1,350,000		1,350,713
0.50%, 5/27/15		1,000,000		1,003,129
0.50%, 7/2/15		1,500,000		1,504,339
0.63%, 10/30/14		2,500,000		2,516,790
0.75%, 12/19/14		1,800,000		1,817,568
1.50%, 9/8/14		2,000,000		2,043,452
2.63%, 11/20/14		2,000,000		2,107,074
				12,343,065

Federal Farm Credit Bank (1.0%)
2.63%, 4/17/14		1,500,000		1,559,708
Federal Home Loan Bank (8.9%)
0.38%, 3/13/15		1,750,000		1,748,586
0.88%, 12/12/14		2,000,000		2,024,166
1.38%, 5/28/14		1,750,000		1,786,603
2.38%, 3/14/14		2,000,000		2,067,338
2.50%, 6/13/14		1,500,000		1,561,110
2.75%, 12/12/14		1,700,000		1,788,898
2.88%, 6/12/15		1,500,000		1,603,788
3.13%, 12/13/13		1,825,000		1,896,038
				14,476,527
Freddie Mac (9.2%)
0.50%, 4/17/15		1,000,000		1,003,901
0.50%, 8/28/15		1,500,000		1,501,353
0.63%, 12/29/14		1,850,000		1,862,595
1.00%, 7/30/14		1,000,000		1,013,933
1.00%, 8/20/14		1,750,000		1,773,413
1.10%, 8/8/14		3,000,000		3,000,378
1.38%, 2/25/14		1,500,000		1,525,793
2.18%, 2/19/14		1,500,000		1,544,089
2.25%, 1/23/17		1,800,000		1,851,498
				15,076,953
Overseas Private Investment Corp. (1.2%)
0.01%, 11/18/13		2,000,000		2,016,480
Total U.S. Government Agencies				45,472,733
U.S. Treasury Obligations (5.9%)
U.S. Treasury Notes (5.9%)
1.75%, 7/31/15		1,250,000		1,303,906
1.88%, 2/28/14		2,800,000		2,873,063
2.25%, 1/31/15		1,300,000		1,364,289
2.63%, 7/31/14		4,000,000		4,190,624
				9,731,882
Total U.S. Treasury Obligations				9,731,882
	Shares
Investments in Affiliates (0.1%)
Fifth Third Institutional Money Market Fund (c)		126,414		126,414
Total Investments in Affiliates				126,414
Total Investments (Cost $164,095,687) – 99.9%				163,285,644
Other assets in excess of liabilities – 0.1%				241,936
NET ASSETS – 100.0%			$	163,527,580

Continued

70

Short Term Bond

Schedule of Investments, continued

July 31, 2012

Notes to Schedule of Investments

(a)	Variable rate security. Rate presented represents rate in effect at July 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 July 31, 2012, Short Term Bond’s investments were in the following countries:

Country
Australia	1.9	%
Canada	4.5	%
Germany	0.9	%
Great Britain	1.2	%
United States	91.5	%
Total	100.0	%

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

71

Fifth Third Funds

Notes to Schedules of Investments

July 31, 2012

	Cost of							Net
	Investments		Gross		Gross			Unrealized
	for Federal		Unrealized		Unrealized			Appreciation
	Tax Purposes		Appreciation		(Depreciation)			(Depreciation)
Mid Cap Growth		70,365,362		13,421,706		(1,797,306	)	$	11,624,400
Quality Growth		221,206,366		72,113,575		(4,996,409	)		67,117,166
Micro Cap Value		41,663,975		4,186,885		(3,542,252	)		644,633
Small Cap Value		50,541,932		5,510,550		(3,385,173	)		2,125,377
All Cap Value		74,144,267		9,715,913		(5,355,309	)		4,360,604
Disciplined Large Cap Value		172,977,493		28,029,863		(7,915,565	)		20,114,298
International Equity		126,733,198		9,494,097		(7,233,831	)		2,260,266
Strategic Income		258,378,047		15,599,661		(3,046,589	)		12,553,072
LifeModel AggressiveSM		86,295,721		5,869,638		(113,367	)		5,756,271
LifeModel Moderately AggressiveSM		143,318,142		14,485,850		(89,448	)		14,396,402
LifeModel ModerateSM		218,954,599		15,172,083		–			15,172,083
LifeModel Moderately ConservativeSM		44,847,167		1,955,274		(47,194	)		1,908,080
LifeModel ConservativeSM		39,190,893		336,615		(52,580	)		284,035
High Yield Bond		93,746,556		3,266,453		(1,219,338	)		2,047,115
Total Return Bond		214,374,152		15,272,433		(5,343,280	)		9,929,153
Short Term Bond		164,100,545		1,356,587		(2,171,488	)		(814,901	)

Open futures contracts as of July 31, 2012:

							Unrealized
	Number of						Appreciation/			Market
Fund	Contracts		Type	Description	Cost		(Depreciation)			Value
International Equity		310	Long	MSCI EAFE Emini Futures, 9/21/12	$	21,464,505	$	616,795		$	22,081,300
Strategic Income		50	Long	Volatility Index Futures, 8/21/12		1,039,221		(44,221	)		995,000
Total Return Bond		55	Long	U.S. Treasury 5-Year Note, 9/28/12		6,806,820		56,149			6,862,969
		20	Long	Volatility Index Futures, 8/21/12		415,689		(17,689	)		398,000
		75				7,222,509		38,460			7,260,969
Short Term Bond		85	Long	U.S. Treasury 2-Year Note, 9/28/12		18,724,123		27,674			18,751,797

Open foreign currency contracts as of July 31, 2012:

								Net
		Delivery	Unrealized		Unrealized			Appreciation
	Counterparty	Date	Appreciation		(Depreciation)			(Depreciation)
Strategic Income
1,934,822 U.S. Dollar (buy) vs. 3,770,000 Brazilian Real (sell)	State Street	11/5/12	$	124,280	$	–		$	124,280
6,675,893 U.S. Dollar (buy) vs. 5,150,000 Euro (sell)	UBS Warburg	11/14/12		330,796		–			330,796
2,163,940 U.S. Dollar (buy) vs. 7,500,000 Polish Zloty (sell)	UBS Warburg	9/24/12		–		(66,941	)		(66,941	)
			$	455,076	$	(66,941	)	$	388,135
Total Return Bond
4,472,200 U.S. Dollar (buy) vs. 3,450,000 Euro (sell)	UBS Warburg	11/14/12	$	221,601	$	–		$	221,601

See notes to financial statements.

72

Strategic Income

Schedule of Investments, continued

July 31, 2012

The table below reflects Small Cap Value’s activities in written options, all of which were for purposes of earning additional income during the period. No other Funds engaged in written option contracts during the period ended July 31, 2012.

	Balance at		Options	Options	Options	Balance at
Number of Contracts	July 31, 2011		Written	terminated	Expired	July 31,2012
Small Cap Value		–	200	–	200		–
Premiums
Small Cap Value		$–	13,100	–	13,100		$–

Credit default swaps on sovereign issues – buy protection1

Implied

(Pay)

Credit

Upfront

Fixed

Expiration

Spread at

Notional

Market

Premiums

Unrealized

Fund

Reference Entity

Counterparty

Rate

Date

7/31/20122

Amount3

Value

Paid

(Depreciation)

Strategic Income

Kingdom of Spain

UBS Warburg

(1.00

)%

9/20/2017

6.25

%

$

10,000,000

$

1,718,717

$

2,112,365

($

393,648

)

1	If the Fund is a buyer of protection and a credit event occurs, as defined under the terms of that particular swap agreement, the Fund will either (i) receive from the seller of protection an amount equal to the notional amount of the swap and deliver the referenced obligation or (ii) receive a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation.
2	Implied credit spreads, represented in absolute terms, utilized in determining the market value of credit default swap agreements on sovereign issues as of period end serve as an indicator of the current status of the payment/performance risk and represent the likelihood or risk of default for the credit derivative.  The implied credit spread of a particular reference entity reflects the cost of buying/selling protection and may include upfront payments required to be made to enter into the agreement.  Wider credit spreads represent a deterioration of the referenced entity’s credit soundness and greater likelihood or risk of default or other credit event occurring as defined under the terms of the agreement.
3	The maximum potential amount the Fund could be receive as a buyer of credit protection if a credit event occurs as defined under the terms of that particular swap agreement.

See notes to financial statements.

73

Fifth Third Funds

Statements of Assets and Liabilities

July 31, 2012

	Mid Cap			Quality
Assets:	Growth			Growth
Investments, at cost	$	66,817,824		$	212,248,977
Net unrealized appreciation		11,743,706			67,726,295
Investments, at value		78,561,530			279,975,272
Investment in affiliates, at value (cost $3,428,232, $8,348,260, $3,917,629, $2,236,290, $2,969,059, $3,968,445, $19,659,316 and $9,388,244; respectively)		3,428,232			8,348,260
Total Investments		81,989,762			288,323,532
Deposit at broker		–			–
Foreign currency, at value (cost $–, $–, $–, $–, $–, $–, $1,130,584 and $469,348; respectively)		–			–
Interest, dividends and other receivables		5,193			91,544
Receivable for investments sold		–			–
Receivable for Fund shares sold		122,833			35,432
Receivable for variation margin on futures contracts		–			–
Reclaims receivable		–			–
Unrealized appreciation on forward foreign currency contracts		–			–
Swap premium paid		–			–
Prepaid expenses and other assets		12,233			14,909
Total Assets		82,130,021			288,465,417
Liabilities:
Distributions payable		–			–
Payable for investments purchased		340			475
Payable for Fund shares redeemed		213,660			420,483
Unrealized depreciation on forward foreign currency contracts		–			–
Unrealized depreciation on credit default swap agreements		–			–
Payable for variation margin on futures contracts		–			–
Accrued expenses and other payables:
Payable to Advisor and affiliates		39,464			188,741
Distribution and administrative servicing fee		3,849			13,798
Other		42,627			83,643
Total Liabilities		299,940			707,140
Net Assets:
Paid-in Capital		91,510,518			212,902,399
Accumulated net investment income (loss)		(203,332	)		298,184
Accumulated net realized gain/(loss) from investment transactions, swaps, options, futures and foreign currency		(21,220,811	)		6,831,399
Net unrealized appreciation on investments, swaps, futures and foreign currency		11,743,706			67,726,295
Net Assets		81,830,081			287,758,277
Net Assets:
Institutional Shares	$	66,446,687		$	227,103,252
Class A Shares		14,507,626			59,178,480
Class B Shares		328,317			491,683
Class C Shares		547,451			984,862
Total	$	81,830,081		$	287,758,277
Shares of beneficial interest outstanding (Unlimited number of shares authorized, no par value):
Institutional Shares		5,329,959			12,984,345
Class A Shares		1,235,497			3,500,402
Class B Shares		31,943			31,847
Class C Shares		57,035			65,910
Total		6,654,434			16,582,504
Net Asset Value
Institutional Shares	$	12.47		$	17.49
Class A Shares – redemption price per share	$	11.74		$	16.91
Class B Shares – offering price per share *	$	10.28		$	15.44
Class C Shares – offering price per share *	$	9.60		$	14.94
Maximum Sales Charge
Class A Shares		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	$	12.36		$	17.80

* Redemption price per share varies by length of time shares are held.

See notes to financial statements.

74

Fifth Third Funds

Statements of Assets and Liabilities

July 31, 2012

									Disciplined
Micro Cap			Small Cap			All Cap			Large Cap			International			Strategic
Value			Value			Value			Value			Equity			Income
$	36,190,204		$	47,245,619		$	70,119,575		$	167,760,755		$	106,717,982		$	248,905,653
	2,200,775			3,185,400			5,416,237			21,362,591			2,616,166			12,637,222
	38,390,979			50,431,019			75,535,812			189,123,346			109,334,148			261,542,875
	3,917,629			2,236,290			2,969,059			3,968,445			19,659,316			9,388,244
	42,308,608			52,667,309			78,504,871			193,091,791			128,993,464			270,931,119
	–			–			–			–			1,123,750			262,500
	–			–			–			–			1,143,618			472,483
	21,047			25,021			62,164			182,145			164,187			1,816,181
	–			–			–			–			–			260
	45,382			97,727			44,811			187,429			1,630			633,194
	–			–			–			–			–			20,000
	–			–			–			–			112,010			12,468
	–			–			–			–			–			455,076
	–			–			–			–			–			2,112,365
	10,074			8,831			8,932			12,273			14,149			11,052
	42,385,111			52,798,888			78,620,778			193,473,638			131,552,808			276,726,698
	–			–			–			–			–			589,000
	256			138			161			289			1,163			522
	93,371			93,272			482,112			108,637			65,362			225,111
	–			–			–			–			–			66,941
	–			–			–			–			–			405,315
	–			–			–			–			141,042			–
	23,282			16,890			32,183			84,303			81,912			90,730
	6,750			2,076			8,048			6,314			3,600			31,837
	46,447			28,298			53,613			36,100			55,253			67,288
	170,106			140,674			576,117			235,643			348,332			1,476,744
	39,703,790			50,295,585			98,409,799			240,206,804			263,642,964			281,847,694
	43,435			449,890			27,577			110,235			3,519,170			(662,710	)
	267,005			(1,272,661	)		(25,808,952	)		(68,441,635	)		(139,198,508	)		(18,517,925	)
	2,200,775			3,185,400			5,416,237			21,362,591			3,240,850			12,582,894
	42,215,005			52,658,214			78,044,661			193,237,995			131,204,476			275,249,954
$	23,231,827		$	48,676,652		$	50,949,857		$	183,890,720		$	123,606,989		$	200,324,608
	15,010,385			2,114,532			23,524,435			8,726,990			7,265,682			49,457,930
	143,342			309,560			1,210,666			328,847			162,536			351,853
	3,829,451			1,557,470			2,359,703			291,438			169,269			25,115,563
$	42,215,005		$	52,658,214		$	78,044,661		$	193,237,995		$	131,204,476		$	275,249,954
	5,039,529			2,697,874			3,227,860			16,881,936			17,491,046			18,570,634
	3,528,346			118,800			1,518,390			804,039			1,029,036			4,595,512
	38,277			18,495			82,718			29,932			23,228			32,731
	1,021,179			93,404			161,800			27,199			25,678			2,359,279
	9,627,331			2,928,573			4,990,768			17,743,106			18,568,988			25,558,156
$	4.61		$	18.04		$	15.78		$	10.89		$	7.07		$	10.79
$	4.25		$	17.80		$	15.49		$	10.85		$	7.06		$	10.76
$	3.74		$	16.74		$	14.64		$	10.99		$	7.00		$	10.75
$	3.75		$	16.67		$	14.58		$	10.72		$	6.59		$	10.65
	5.00	%		5.00	%		5.00	%		5.00	%		5.00	%		5.00	%
$	4.47		$	18.74		$	16.31		$	11.42		$	7.43		$	11.33

See notes to financial statements.

75

Fifth Third Funds

Statements of Assets and Liabilities, continued

July 31, 2012

				LifeModel
	LifeModel			Moderately
Assets:	AggressiveSM			AggressiveSM
Investments, at cost	$	–		$	–
Net unrealized appreciation/(depreciation)		–			–
Investments, at value		–			–
Investment in affiliates, at value (cost $82,025,376, $140,347,020, $213,902,410, $42,515,317, $37,790,378, $174, $9,192,393 and $126,414; respectively)		92,051,992			157,714,544
Total Investments		92,051,992			157,714,544
Cash		–			–
Deposit at broker		–			–
Foreign currency, at value (cost $–, $–, $–, $–, $–, $–, $73,236 and $–; respectively)		–			–
Interest, dividends and other receivables		8,130	†		21,447	†
Receivable for investments sold		–			–
Receivable for Fund shares sold		24,680			38,226
Receivable for variation margin on futures contracts		–			–
Reclaims receivable		–			–
Receivable from Advisor and affiliates		18,697			24,605
Unrealized appreciation on forward foreign currency contracts		–			–
Prepaid expenses and other assets		9,309			9,268
Total Assets		92,112,808			157,808,090
Liabilities:
Cash overdraft		–			–
Payable for investments purchased		247	†		378	†
Payable for Fund shares redeemed		331,470			270,881
Accrued expenses and other payables:
Payable to Advisor and affiliates		–			–
Distribution and administrative servicing fee		7,192			19,539
Other		43,564			70,062
Total Liabilities		382,473			360,860
Net Assets:
Paid-in Capital		104,526,328			168,331,497
Accumulated net investment income		–			–
Accumulated net realized loss from investment transactions, futures, swaps, options and foreign currency		(22,822,609	)		(28,251,791	)
Net unrealized appreciation/(depreciation) on investments, futures, swaps and foreign currency		10,026,616			17,367,524
Net Assets		91,730,335			157,447,230
Net Assets:
Institutional Shares	$	68,488,497		$	94,089,243
Class A Shares		19,938,844			53,972,455
Class B Shares		2,382,302			6,860,942
Class C Shares		920,692			2,524,590
Total	$	91,730,335		$	157,447,230
Shares of beneficial interest outstanding (Unlimited number of shares authorized, no par value):
Institutional Shares		6,090,272			8,213,381
Class A Shares		1,788,067			4,718,934
Class B Shares		223,375			606,149
Class C Shares		86,495			223,241
Total		8,188,209			13,761,705
Net Asset Value
Institutional Shares	$	11.25		$	11.46
Class A Shares – redemption price per share	$	11.15		$	11.44
Class B Shares – offering price per share *	$	10.67		$	11.32
Class C Shares – offering price per share *	$	10.64		$	11.31
Maximum Sales Charge Class A Shares		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	$	11.74		$	12.04

*	Redemption price per share varies by length of time shares are held.
†	Represents receivable from or payable to affiliates.

See notes to financial statements.

76

Fifth Third Funds

Statements of Assets and Liabilities, continued

July 31, 2012

			LifeModel
LifeModel			Moderately			LifeModel			High Yield			Total Return			Short Term
ModerateSM			ConservativeSM			ConservativeSM			Bond			Bond			Bond
$	–		$	–		$	–		$	93,713,854		$	204,555,568		$	163,969,273
	–			–			–			2,079,643			10,555,344			(810,043	)
	–			–			–			95,793,497			215,110,912			163,159,230
	234,126,682			46,755,247			39,474,928			174			9,192,393			126,414
	234,126,682			46,755,247			39,474,928			95,793,671			224,303,305			163,285,644
	–			–			–			–			3,013			–
	–			–			–			–			140,750			23,375
	–			–			–			–			75,941			–
	50,653	†		10,335	†		8,484	†		1,885,337			1,389,935			673,398
	–			–			–			1,071,111			219,211			2,154
	155,197			9,194			8,522			108,769			150,628			64,306
	–			–			–			–			12,297			1,329
	–			–			–			5,167			–			–
	23,335			16,364			15,726			–			–			–
	–			–			–			–			221,601			–
	9,440			7,301			7,738			8,959			14,225			10,742
	234,365,307			46,798,441			39,515,398			98,873,014			226,530,906			164,060,948
	–			–			–			75,417			–			–
	553	†		105	†		89	†		789,173			10,176,283			83
	50,593			27,493			20,849			288,532			46,837			436,103
	–			–			–			32,800			58,056			45,022
	13,455			5,082			3,490			3,196			3,701			11,441
	51,714			28,899			25,234			36,956			44,224			40,719
	116,315			61,579			49,662			1,226,074			10,329,101			533,368
	260,783,998			49,357,879			41,727,129			96,752,015			307,765,282			181,470,095
	–			4,622			56,638			82,621			153,440			131,550
	(46,759,278	)		(6,865,569	)		(4,002,581	)		(1,267,339	)		(102,535,388	)		(17,291,696	)
	20,224,272			4,239,930			1,684,550			2,079,643			10,818,471			(782,369	)
	234,248,992			46,736,862			39,465,736			97,646,940			216,201,805			163,527,580
$	190,762,867		$	29,467,394		$	28,290,754		$	90,919,678		$	201,646,942		$	129,619,889
	36,950,425			15,115,087			9,394,151			3,722,992			13,686,111			27,752,518
	4,345,121			1,196,448			940,706			46,148			253,759		NA
	2,190,579			957,933			840,125			2,958,122			614,993			6,155,173
$	234,248,992		$	46,736,862		$	39,465,736		$	97,646,940		$	216,201,805		$	163,527,580
	17,402,009			2,932,352			2,799,893			9,064,132			20,828,597			13,527,283
	3,375,835			1,506,686			931,855			371,959			1,414,210			2,898,341
	398,831			119,660			93,563			4,607			26,176		NA
	201,196			95,838			83,512			295,622			63,445			644,156
	21,377,871			4,654,536			3,908,823			9,736,320			22,332,428			17,069,780
$	10.96		$	10.05		$	10.10		$	10.03		$	9.68		$	9.58
$	10.95		$	10.03		$	10.08		$	10.01		$	9.68		$	9.58
$	10.89		$	10.00		$	10.05		$	10.02		$	9.69		NA
$	10.89		$	10.00		$	10.06		$	10.01		$	9.69		$	9.56
	5.00	%		5.00	%		5.00	%		4.75	%		5.00	%		3.00	%
$	11.53		$	10.56		$	10.61		$	10.51		$	10.19		$	9.88

See notes to financial statements.

77

Fifth Third Funds

Statements of Operations
For the year ended July 31, 2012

	Mid Cap			Quality
	Growth			Growth
Investment Income:
Interest income	$	–		$	28,418
Dividend income		453,090			3,353,599
Dividend income from affiliates		1,887			4,501
Foreign tax withholding		–			–
Income from securities lending		2,429			3,103
Other income		–			16,433
Total Investment Income		457,406			3,406,054
Expenses:
Investment advisory fees		602,753			2,392,250
Administration fees		131,270			521,038
Distribution servicing fees – Class A Shares		38,242			151,334
Distribution servicing fees – Class B Shares		4,991			7,912
Distribution servicing fees – Class C Shares		3,480			7,736
Administrative servicing fees – Class C Shares		1,160			2,579
Accounting fees		64,336			94,550
Registration and filing fees		47,119			52,655
Transfer and dividend disbursing agent fees		84,122			246,754
Custody fees		4,154			7,189
Trustees’ fees and expenses		5,495			21,305
Professional fees		20,409			28,383
Printing expense		12,420			46,049
Interest expense		–			–
Other expenses		10,115			32,179
Total expenses		1,030,066			3,611,913
Less: Waiver and/or reimbursement from Advisor and/or affiliates		(266,415	)		(499,077	)
Net Expenses		763,651			3,112,836
Net Investment Income/(Loss)		(306,245	)		293,218
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		7,857,867			13,201,987
Net realized gains/(losses) on futures transactions		–			–
Change in unrealized appreciation/(depreciation) on investments, futures, swaps and foreign currency transactions		(4,700,237	)		(7,804,063	)
Net realized and unrealized gains/(losses) on investments, futures, swaps, options and foreign currency transactions		3,157,630			5,397,924
Change in net assets resulting from operations	$	2,851,385		$	5,691,142

See notes to financial statements.

78

Fifth Third Funds

Statements of Operations

For the year ended July 31, 2012

									Disciplined
Micro Cap			Small Cap						Large Cap			International			Strategic
Value			Value			All Cap Value			Value			Equity			Income
$	–		$	–		$	–		$	–		$	–		$	4,995,343
	701,355			1,084,837			2,377,236			4,947,830			5,703,457			6,645,142
	2,979			2,223			1,692			1,513			6,760			5,685
	–			–			(13,512	)		(34,925	)		(496,392	)		(20,260	)
	–			–			2,347			2,669			11,035			1,235
	–			–			–			–			–			18,102
	704,334			1,087,060			2,367,763			4,917,087			5,224,860			11,645,247
	462,017			521,203			899,848			1,416,677			1,526,446			2,106,283
	80,508			100,913			156,773			308,545			265,928			368,475
	40,280			4,919			61,580			23,263			20,934			94,013
	2,367			4,387			19,445			5,470			2,147			4,401
	34,244			11,861			20,326			2,522			1,513			157,996
	11,415			3,953			6,775			841			504			52,665
	65,191			64,317			64,847			69,074			85,165			83,134
	47,336			52,547			49,850			53,267			52,023			54,876
	94,810			21,048			134,887			49,184			64,017			117,174
	13,688			9,784			5,919			10,060			73,512			17,008
	3,217			4,180			6,724			13,162			12,036			12,268
	19,914			22,966			20,756			23,832			27,924			54,915
	16,042			13,147			20,754			17,182			19,044			21,510
	–			–			–			–			37,988			257
	6,744			8,249			11,827			21,036			19,374			18,594
	897,773			843,474			1,480,311			2,014,115			2,208,555			3,163,569
	(185,744	)		(245,752	)		(576,048	)		(615,371	)		(426,456	)		(1,374,235	)
	712,029			597,722			904,263			1,398,744			1,782,099			1,789,334
	(7,695	)		489,338			1,463,500			3,518,343			3,442,761			9,855,913
	3,937,528			(424,944	)		7,547,524			13,362,967			(15,868,309	)		615,212
	–			–			–			–			(2,085,074	)		956,966
	(3,692,332	)		(1,948,627	)		(9,213,662	)		(11,968,865	)		(11,138,358	)		6,431,184
	245,196			(2,373,571	)		(1,666,138	)		1,394,102			(29,091,741	)		8,003,362
$	237,501		$	(1,884,233	)	$	(202,638	)	$	4,912,445		$	(25,648,980	)	$	17,859,275

See notes to financial statements.

79

Fifth Third Funds

Statements of Operations, continued
For the year ended July 31, 2012

				LifeModel
	LifeModel			Moderately
	AggressiveSM			AggressiveSM
Investment Income:
Interest income	$	–		$	–
Dividend income		–			–
Dividend income from affiliates		1,275,913			3,009,046
Foreign tax withholding		–			–
Income from securities lending		–			–
Other income		–			–
Total Investment Income		1,275,913			3,009,046
Expenses:
Investment advisory fees		146,127			247,210
Administration fees		169,742			288,266
Distribution servicing fees – Class A Shares		53,902			135,357
Distribution servicing fees – Class B Shares		35,625			114,091
Distribution servicing fees – Class C Shares		7,104			20,017
Administrative servicing fees – Class C Shares		2,368			6,672
Accounting fees		61,070			64,114
Registration and filing fees		52,825			53,926
Transfer and dividend disbursing agent fees		100,187			214,691
Custody fees		1,000			1,985
Trustees’ fees and expenses		7,034			11,922
Professional fees		18,526			20,908
Printing expense		24,354			38,136
Interest expense		–			–
Other expenses		11,249			17,693
Total expenses		691,113			1,234,988
Less: Waiver and/or reimbursement from Advisor and/or affiliates		(514,180	)		(827,007	)
Net Expenses		176,933			407,981
Net Investment Income		1,098,980			2,601,065
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		(123,847	)†		1,193,433	†
Net realized gains on futures transactions		–			–
Change in unrealized appreciation/(depreciation) on investments, futures, swaps and foreign currency transactions		(895,137	)*		(1,403,553	)*
Net realized and unrealized gains/(losses) on investments, futures, swaps, options and foreign currency transactions		(1,018,984	)		(210,120	)
Change in net assets resulting from operations	$	79,996		$	2,390,945

†	Includes realized gains/(losses) from investment transactions with affiliates.
*	Represents unrealized appreciation/(depreciation) on affiliated positions.

See notes to financial statements.

80

Fifth Third Funds

Statements of Operations, continued

For the year ended July 31, 2012

			LifeModel
LifeModel			Moderately			LifeModel			High Yield			Total Return			Short Term
ModerateSM			ConservativeSM			ConservativeSM			Bond			Bond			Bond
$	–		$	–		$	–		$	5,707,447		$	8,482,532		$	3,011,283
	–			–			–			34,682			348,351			–
	5,444,904			1,252,966			1,180,703			3,163			7,126			1,748
	–			–			–			–			–			(1,262	)
	–			–			–			2,680			2,259			3,706
	–			–			–			39,640			1,390,700			–
	5,444,904			1,252,966			1,180,703			5,787,612			10,230,968			3,015,475
	351,400			73,422			58,539			557,281			1,361,464			908,007
	409,769			85,281			68,005			139,229			395,293			316,315
	93,719			36,532			24,286			14,631			35,480			49,523
	76,207			25,927			15,657			784			3,532		NA
	18,585			7,069			5,839			18,555			4,638			55,835
	6,195			2,356			1,946			6,185			1,546			18,612
	78,146			60,986			60,960			74,221			91,906			67,121
	50,732			52,972			49,483			60,397			50,190			52,316
	125,487			38,744			22,669			27,288			60,441			57,729
	3,114			1,637			284			8,683			16,938			7,516
	16,569			3,603			2,743			4,582			17,409			15,261
	23,311			16,763			16,389			25,998			61,518			28,155
	41,690			6,835			7,389			5,618			7,996			6,993
	–			–			–			–			6,594			1,511
	23,234			6,776			5,981			8,603			26,385			23,011
	1,318,158			418,903			340,170			952,055			2,141,330			1,607,905
	(936,040	)		(307,868	)		(261,222	)		(322,775	)		(660,004	)		(616,316	)
	382,118			111,035			78,948			629,280			1,481,326			991,589
	5,062,786			1,141,931			1,101,755			5,158,332			8,749,642			2,023,886
	(341,355	)†		345,025	†		21,202	†		747,193			3,750,748			604,973
	–			–			–			–			1,581,129			129,205
	2,514,597	*		182,368	*		791,792	*		120,536			4,420,345			(279,066	)
	2,173,242			527,393			812,994			867,729			9,752,222			455,112
$	7,236,028		$	1,669,324		$	1,914,749		$	6,026,061		$	18,501,864		$	2,478,998

See notes to financial statements.

81

Fifth Third Funds

Statements of Changes in Net Assets

	Mid Cap Growth						Quality Growth
	Year			Year			Year			Year
	ended			ended			ended			ended
	July 31,			July 31,			July 31,			July 31,
	2012			2011			2012			2011
Change in Net Assets:
Operations:
Net investment income/(loss)	$	(306,245	)	$	(174,272	)	$	293,218		$	(66,778	)
Net realized gains/(losses) on investments, and options transactions		7,857,867			19,849,843			13,201,987			39,046,125
Net change in unrealized appreciation/(depreciation) on investment		(4,700,237	)		8,021,707			(7,804,063	)		38,646,256
Change in net assets resulting from operations		2,851,385			27,697,278			5,691,142			77,625,603
Distributions to shareholders from net investment income:
Institutional Shares		–			–			–			(326,845	)
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		–			–			–			(326,845	)
Change in net assets from Fund share transactions		(7,889,731	)		(22,926,266	)		(47,427,814	)		(42,047,569	)
Change in net assets		(5,038,346	)		4,771,012			(41,736,672	)		35,251,189
Net Assets:
Beginning of period		86,868,427			82,097,415			329,494,949			294,243,760
End of period	$	81,830,081		$	86,868,427		$	287,758,277		$	329,494,949
Accumulated net investment income/(loss)	$	(203,332	)	$	–		$	298,184		$	(1	)

See notes to financial statements.

82

Fifth Third Funds

Statements of Changes in Net Assets

Micro Cap Value						Small Cap Value						All Cap Value						Disciplined Large Cap Value
Year			Year			Year			Year			Year			Year			Year			Year
ended			ended			ended			ended			ended			ended			ended			ended
July 31,			July 31,			July 31,			July 31,			July 31,			July 31,			July 31,			July 31,
2012			2011			2012			2011			2012			2011			2012			2011
$	(7,695	)	$	(136,840	)	$	489,338		$	458,814		$	1,463,500		$	1,366,428		$	3,518,343		$	4,365,822
	3,937,528			3,700,771			(424,944	)		13,003,838			7,547,524			7,254,568			13,362,967			37,883,285
	(3,692,332	)		2,272,879			(1,948,627	)		629,283			(9,213,662	)		10,673,739			(11,968,865	)		(2,382,971	)
	237,501			5,836,810			(1,884,233	)		14,091,935			(202,638	)		19,294,735			4,912,445			39,866,136
	–			–			(178,879	)		(259,540	)		(1,011,119	)		(985,217	)		(3,247,358	)		(4,352,367	)
							(2,318	)		(4,844	)		(365,439	)		(329,998	)		(161,676	)		(175,780	)
	–			–			–			–			(16,892	)		(13,798	)		(5,319	)		(8,399	)
	–			–			–						(24,179	)		(16,063	)		(3,628	)		(3,660	)
							(3,097,507	)		–			–			–			–			–
	–			–			(105,551	)		–			–			–			–			–
	–			–			(28,722	)		–			–			–			–			–
	–			–			(95,427	)		–			–			–			–			–
	–			–			(3,508,404	)		(264,384	)		(1,417,629	)		(1,345,076	)		(3,417,981	)		(4,540,206	)
	(8,557,753	)		7,980,317			(6,484,815	)		(12,514,243	)		(25,010,031	)		(43,762,308	)		(9,163,185	)		(178,493,799	)
	(8,320,252	)		13,817,127			(11,877,452	)		1,313,308			(26,630,298	)		(25,812,649	)		(7,668,721	)		(143,167,869	)
	50,535,257			36,718,130			64,535,666			63,222,358			104,674,959			130,487,608			200,906,716			344,074,585
$	42,215,005		$	50,535,257		$	52,658,214		$	64,535,666		$	78,044,661		$	104,674,959		$	193,237,995		$	200,906,716
$	43,435		$	77,205		$	449,890		$	213,106		$	27,577		$	19,600		$	110,235		$	30,891

See notes to financial statements.

83

Fifth Third Funds

Statements of Changes in Net Assets, continued

	International Equity						Strategic Income
	Year			Year		��	Year			Year
	ended			ended			ended			ended
	July 31,			July 31,			July 31,			July 31,
	2012			2011			2012			2011
Change in Net Assets:
Operations:
Net investment income	$	3,442,761		$	4,930,476		$	9,855,913		$	6,913,076
Net realized gains/(losses) on investments, swaps, options and foreign currency transactions		(15,868,309	)		36,948,737			615,212			150,705
Net realized gains/(losses) on futures transactions		(2,085,074	)		927,400			956,966			(161,877	)
Net change in unrealized appreciation/(depreciation) on investment, futures, swaps and foreign currency transactions		(11,138,358	)		(2,770,813	)		6,431,184			5,237,406
Change in net assets resulting from operations		(25,648,980	)		40,035,800			17,859,275			12,139,310
Distributions to shareholders from net investment income:
Institutional Shares		(4,485,965	)		(5,185,878	)		(7,695,009	)		(4,916,023	)
Class A Shares		(235,511	)		(218,090	)		(1,802,345	)		(1,061,504	)
Class B Shares		(2,271	)		(3,391	)		(18,189	)		(27,929	)
Class C Shares		(4,001	)		(3,960	)		(872,785	)		(586,912	)
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		(4,727,748	)		(5,411,319	)		(10,388,328	)		(6,592,368	)
Change in net assets from Fund share transactions		(25,818,561	)		(88,203,527	)		102,918,716			45,812,777
Change in net assets		(56,195,289	)		(53,579,046	)		110,389,663			51,359,719
Net Assets:
Beginning of period		187,399,765			240,978,811			164,860,291			113,500,572
End of period	$	131,204,476		$	187,399,765		$	275,249,954		$	164,860,291
Accumulated net investment income/(loss)	$	3,519,170		$	4,726,770		$	(662,710	)	$	(122,295	)

† Represents realized gains/(losses) from investment transactions with affiliates.

See notes to financial statements.

84

Fifth Third Funds

Statements of Changes in Net Assets, continued

LifeModel AggressiveSM						LifeModel Moderately AggressiveSM						LifeModel ModerateSM						LifeModel Moderately ConservativeSM
Year			Year			Year			Year			Year			Year			Year			Year
ended			ended			ended			ended			ended			ended			ended			ended
July 31,			July 31,			July 31,			July 31,			July 31,			July 31,			July 31,			July 31,
2012			2011			2012			2011			2012			2011			2012			2011
$	1,098,980		$	1,336,782		$	2,601,065		$	3,210,193		$	5,062,786		$	6,132,407		$	1,141,931		$	1,440,637
	(123,847	)†		(8,448,887	)†		1,193,433	†		(8,608,308	)†		(341,355	)†		(10,084,746	)†		345,025	†		(1,219,467	)†
	–			–			–			–			–			–			–			–
	(895,137	)		30,098,082			(1,403,553	)		39,104,690			2,514,597			42,291,398			182,368			7,296,276
	79,996			22,985,977			2,390,945			33,706,575			7,236,028			38,339,059			1,669,324			7,517,446
	(1,057,658	)		(1,010,470	)		(1,937,694	)		(1,980,502	)		(4,588,134	)		(4,935,582	)		(836,765	)		(946,910	)
	(268,349	)		(280,526	)		(942,485	)		(951,372	)		(834,882	)		(861,545	)		(358,608	)		(349,729	)
	(31,347	)		(39,539	)		(117,485	)		(193,949	)		(110,891	)		(206,120	)		(44,922	)		(99,896	)
	(7,812	)		(7,826	)		(27,403	)		(27,304	)		(37,017	)		(40,316	)		(16,113	)		(17,253	)
	–			–			–			–			–			–			–			–
	–			–			–			–			–			–			–			–
	–			–			–			–			–			–			–			–
	–			–			–			–			–			–			–			–
	(1,365,166	)		(1,338,361	)		(3,025,067	)		(3,153,127	)		(5,570,924	)		(6,043,563	)		(1,256,408	)		(1,413,788	)
	(15,536,572	)		(21,844,358	)		(22,918,564	)		(35,077,799	)		(12,509,443	)		(43,017,267	)		(7,882,164	)		(8,376,652	)
	(16,821,742	)		(196,742	)		(23,552,686	)		(4,524,351	)		(10,844,339	)		(10,721,771	)		(7,469,248	)		(2,272,994	)
	108,552,077			108,748,819			180,999,916			185,524,267			245,093,331			255,815,102			54,206,110			56,479,104
$	91,730,335		$	108,552,077		$	157,447,230		$	180,999,916		$	234,248,992		$	245,093,331		$	46,736,862		$	54,206,110
$	–		$	–		$	–		$	153,056		$	–		$	4,622		$	4,529		$	119,006

See notes to financial statements.

85

Fifth Third Funds

Statements of Changes in Net Assets, continued

	LifeModel ConservativeSM						High Yield Bond
	Year			Year			Year			Year
	ended			ended			ended			ended
	July 31,			July 31,			July 31,			July 31,
	2012			2011			2012			2011
Change in Net Assets:
Operations:
Net investment income	$	1,101,755		$	1,241,428		$	5,158,332		$	4,623,152
Net realized gains/(losses) on investments, swaps, options and foreign currency transactions		21,202	†		(566,153	)†		747,193			2,250,433
Net realized gains on futures transactions		–			–			–			–
Net change in unrealized appreciation/(depreciation) on investment, futures, swaps and foreign currency transactions		791,792			3,299,342			120,536			356,410
Change in net assets resulting from operations		1,914,749			3,974,617			6,026,061			7,229,995
Distributions to shareholders from net investment income:
Institutional Shares		(835,939	)		(852,851	)		(4,633,292	)		(4,423,271	)
Class A Shares		(275,354	)		(276,282	)		(338,106	)		(147,262	)
Class B Shares		(33,153	)		(69,500	)		(4,316	)		(5,937	)
Class C Shares		(16,477	)		(22,518	)		(136,979	)		(127,538	)
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		(1,160,923	)		(1,221,151	)		(5,112,693	)		(4,704,008	)
Change in net assets from Fund share transactions		(203,466	)		(2,799,646	)		32,584,872			5,196,478
Change in net assets		550,360			(46,180	)		33,498,240			7,722,465
Net Assets:
Beginning of period		38,915,376			38,961,556			64,148,700			56,426,235
End of period	$	39,465,736		$	38,915,376		$	97,646,940		$	64,148,700
Accumulated net investment income	$	56,638		$	115,735		$	82,621		$	36,871

† Represents realized gains/(losses) from investment transactions with affiliates.

See notes to financial statements.

86

Fifth Third Funds

Statements of Changes in Net Assets, continued

Total Return Bond						Short Term Bond
Year			Year			Year			Year
ended			ended			ended			ended
July 31,			July 31,			July 31,			July 31,
2012			2011			2012			2011
$	8,749,642		$	13,014,540		$	2,023,886		$	4,406,624
	3,750,748			(9,151,928	)		604,973			1,909,203
	1,581,129			225,929			129,205			80,122
	4,420,345			16,217,536			(279,066	)		(1,717,751	)
	18,501,864			20,306,077			2,478,998			4,678,198
	(8,998,660	)		(12,394,591	)		(2,296,152	)		(4,270,596	)
	(568,550	)		(661,174	)		(234,641	)		(315,830	)
	(11,237	)		(47,136	)	NA			NA
	(20,223	)		(27,790	)		(40,928	)		(73,310	)
	–			–			–			–
	–			–			–			–
	–			–		NA			NA
	–			–			–			–
	(9,598,670	)		(13,130,691	)		(2,571,721	)		(4,659,736	)
	(38,772,598	)		(54,267,809	)		(81,427,801	)		(41,475,688	)
	(29,869,404	)		(47,092,423	)		(81,520,524	)		(41,457,226	)
	246,071,209			293,163,632			245,048,104			286,505,330
$	216,201,805		$	246,071,209		$	163,527,580		$	245,048,104
$	153,440		$	444,533		$	131,550		$	199,289

See notes to financial statements.

87

Fifth Third Funds

Statements of Changes in Net Assets, continued –

Fund Share Transactions

	Mid Cap Growth						Quality Growth
	Year			Year			Year			Year
	ended			ended			ended			ended
	July 31,			July 31,			July 31,			July 31,
	2012			2011			2012			2011
Capital Transactions:
Institutional Shares
Shares issued	$	17,722,657		$	7,076,046		$	43,768,002		$	50,749,376
Dividends reinvested		–			–			–			273,148
Shares redeemed		(22,871,707	)		(29,274,688	)		(83,191,922	)		(82,868,622	)
Total Institutional Shares		(5,149,050	)		(22,198,642	)		(39,423,920	)		(31,846,098	)
Class A Shares
Shares issued		2,344,794			2,568,474			1,760,452			1,964,425
Dividends reinvested		–			–			–			–
Shares redeemed		(4,572,804	)		(2,943,562	)		(8,799,173	)		(10,174,045	)
Total Class A Shares		(2,228,010	)		(375,088	)		(7,038,721	)		(8,209,620	)
Class B Shares
Shares issued		5,000			11,836			–			6,275
Dividends reinvested		–			–			–			–
Shares redeemed		(498,140	)		(575,258	)		(823,378	)		(1,708,885	)
Total Class B Shares		(493,140	)		(563,422	)		(823,378	)		(1,702,610	)
Class C Shares
Shares issued		138,193			462,655			22,866			16,498
Dividends reinvested		–			–			–			–
Shares redeemed		(157,724	)		(251,769	)		(164,661	)		(305,739	)
Total Class C Shares		(19,531	)		210,886			(141,795	)		(289,241	)
Change from capital transactions	$	(7,889,731	)	$	(22,926,266	)	$	(47,427,814	)	$	(42,047,569	)
Share Transactions:
Institutional Shares
Shares issued		1,447,615			619,029			2,560,002			3,352,424
Dividends reinvested		–			–			–			17,061
Shares redeemed		(1,959,920	)		(2,710,990	)		(4,951,885	)		(5,287,158	)
Total Institutional Shares		(512,305	)		(2,091,961	)		(2,391,883	)		(1,917,673	)
Class A Shares
Shares issued		210,675			239,204			107,340			130,960
Dividends reinvested		–			–			–			–
Shares redeemed		(404,587	)		(284,221	)		(534,662	)		(667,657	)
Total Class A Shares		(193,912	)		(45,017	)		(427,322	)		(536,697	)
Class B Shares
Shares issued		498			1,348			–			485
Dividends reinvested		–			–			–			–
Shares redeemed		(52,022	)		(63,712	)		(55,638	)		(125,049	)
Total Class B Shares		(51,524	)		(62,364	)		(55,638	)		(124,564	)
Class C Shares
Shares issued		14,200			51,753			1,551			1,180
Dividends reinvested		–			–			–			–
Shares redeemed		(17,653	)		(27,439	)		(11,274	)		(22,459	)
Total Class C Shares		(3,453	)		24,314			(9,723	)		(21,279	)
Change from capital transactions		(761,194	)		(2,175,028	)		(2,884,566	)		(2,600,213	)

See notes to financial statements.

88

Fifth Third Funds

Statements of Changes in Net Assets, continued –

Fund Share Transactions

Micro Cap Value						Small Cap Value						All Cap Value						Disciplined Large Cap Value
Year			Year			Year			Year			Year			Year			Year			Year
ended			ended			ended			ended			ended			ended			ended			ended
July 31,			July 31,			July 31,			July 31,			July 31,			July 31,			July 31,			July 31,
2012			2011			2012			2011			2012			2011			2012			2011
$	7,015,294		$	11,073,408		$	5,919,691		$	13,152,538		$	4,889,688		$	19,526,242		$	41,629,333		$	31,397,826
	–			–			3,182,398			208,977			839,861			757,318			2,666,904			3,059,191
	(10,377,965	)		(9,224,987	)		(15,605,761	)		(25,777,881	)		(24,041,030	)		(48,177,457	)		(51,132,757	)		(210,022,647	)
	(3,362,671	)		1,848,421			(6,503,672	)		(12,416,366	)		(18,311,481	)		(27,893,897	)		(6,836,520	)		(175,565,630	)
	4,596,130			17,701,153			764,162			890,213			1,657,427			3,297,762			1,583,275			1,945,108
	–			–			72,924			3,864			331,927			291,783			145,938			158,133
	(7,747,734	)		(13,195,011	)		(520,810	)		(1,610,129	)		(6,008,193	)		(16,467,176	)		(3,433,966	)		(4,149,379	)
	(3,151,604	)		4,506,142			316,276			(716,052	)		(4,018,839	)		(12,877,631	)		(1,704,753	)		(2,046,138	)
	3,419			47,215			1,292			8,527			11,181			9,045			34,500			58,730
	–			–			26,161			–			15,075			12,125			4,333			6,581
	(370,269	)		(638,383	)		(251,299	)		(109,295	)		(1,488,519	)		(2,066,208	)		(579,020	)		(667,595	)
	(366,850	)		(591,168	)		(223,846	)		(100,768	)		(1,462,263	)		(2,045,038	)		(540,187	)		(602,284	)
	581,866			3,123,538			328,598			1,154,879			52,755			724,626			1,229			55,592
	–			–			27,004			–			12,559			7,860			2,204			2,103
	(2,258,494	)		(906,616	)		(429,175	)		(435,936	)		(1,282,762	)		(1,678,228	)		(85,158	)		(337,442	)
	(1,676,628	)		2,216,922			(73,573	)		718,943			(1,217,448	)		(945,742	)		(81,725	)		(279,747	)
$	(8,557,753	)	$	7,980,317		$	(6,484,815	)	$	(12,514,243	)	$	(25,010,031	)	$	(43,762,308	)	$	(9,163,185	)	$	(178,493,799	)
	1,583,163			2,412,778			323,005			752,656			321,870			1,219,098			3,929,800			2,932,670
	–			–			180,666			10,987			55,446			48,233			260,136			291,227
	(2,285,257	)		(2,083,181	)		(864,713	)		(1,350,992	)		(1,566,257	)		(3,123,144	)		(4,895,795	)		(20,815,447	)
	(702,094	)		329,597			(361,042	)		(587,349	)		(1,188,941	)		(1,855,813	)		(705,859	)		(17,591,550	)
	1,111,506			4,166,699			42,004			50,007			109,272			217,775			154,395			181,066
	–			–			4,197			206			22,338			18,981			14,308			15,034
	(1,855,492	)		(3,101,380	)		(29,328	)		(87,065	)		(399,825	)		(1,088,658	)		(326,472	)		(389,773	)
	(743,986	)		1,065,319			16,873			(36,852	)		(268,215	)		(851,902	)		(157,769	)		(193,673	)
	1,027			15,261			73			473			769			610			3,068			5,280
	–			–			1,596			–			1,090			843			428			625
	(105,845	)		(179,725	)		(14,812	)		(6,500	)		(102,710	)		(143,827	)		(54,804	)		(63,150	)
	(104,818	)		(164,464	)		(13,143	)		(6,027	)		(100,851	)		(142,374	)		(51,308	)		(57,245	)
	157,093			830,828			19,501			67,574			3,806			49,047			121			5,061
	–			–			1,654			–			906			546			221			203
	(613,063	)		(238,352	)		(25,789	)		(23,384	)		(91,523	)		(117,800	)		(8,167	)		(33,160	)
	(455,970	)		592,476			(4,634	)		44,190			(86,811	)		(68,207	)		(7,825	)		(27,896	)
	(2,006,868	)		1,822,928			(361,946	)		(586,038	)		(1,644,818	)		(2,918,296	)		(922,761	)		(17,870,364	)

See notes to financial statements.

89

Fifth Third Funds

Statements of Changes in Net Assets, continued –

Fund Share Transactions

	International Equity						Strategic Income
	Year			Year			Year			Year
	ended			ended			ended			ended
	July 31,			July 31,			July 31,			July 31,
	2012			2011			2012			2011
Capital Transactions:
Institutional Shares
Shares issued	$	11,922,066		$	13,473,708		$	96,044,311		$	64,778,528
Dividends reinvested		3,810,747			4,380,017			2,554,364			1,204,529
Shares redeemed		(40,021,546	)		(104,223,758	)		(25,817,185	)		(28,618,649	)
Total Institutional Shares		(24,288,733	)		(86,370,033	)		72,781,490			37,364,408
Class A Shares
Shares issued		425,756			814,534			32,993,481			10,836,097
Dividends reinvested		220,471			203,874			1,138,265			680,398
Shares redeemed		(1,978,776	)		(2,471,936	)		(11,399,562	)		(6,543,751	)
Total Class A Shares		(1,332,549	)		(1,453,528	)		22,732,184			4,972,744
Class B Shares
Shares issued		5,040			15,389			112,457			71,671
Dividends reinvested		1,675			2,404			12,788			14,332
Shares redeemed		(140,313	)		(317,523	)		(299,913	)		(331,767	)
Total Class B Shares		(133,598	)		(299,730	)		(174,668	)		(245,764	)
Class C Shares
Shares issued		577			3,918			10,267,593			6,073,962
Dividends reinvested		3,764			3,538			540,105			395,265
Shares redeemed		(68,022	)		(87,692	)		(3,227,988	)		(2,747,838	)
Total Class C Shares		(63,681	)		(80,236	)		7,579,710			3,721,389
Change from capital transactions	$	(25,818,561	)	$	(88,203,527	)	$	102,918,716		$	45,812,777
Share Transactions:
Institutional Shares
Shares issued		1,674,072			1,606,141			9,153,874			6,226,704
Dividends reinvested		563,720			529,628			242,894			115,044
Shares redeemed		(5,663,691	)		(12,504,750	)		(2,467,026	)		(2,764,055	)
Total Institutional Shares		(3,425,899	)		(10,368,981	)		6,929,742			3,577,693
Class A Shares
Shares issued		58,685			98,542			3,151,163			1,046,607
Dividends reinvested		32,566			24,652			108,355			65,513
Shares redeemed		(279,814	)		(298,404	)		(1,090,958	)		(631,699	)
Total Class A Shares		(188,563	)		(175,210	)		2,168,560			480,421
Class B Shares
Shares issued		760			1,885			10,853			6,908
Dividends reinvested		249			295			1,224			1,381
Shares redeemed		(19,681	)		(39,354	)		(28,737	)		(31,848	)
Total Class B Shares		(18,672	)		(37,174	)		(16,660	)		(23,559	)
Class C Shares
Shares issued		80			508			995,418			590,737
Dividends reinvested		592			457			52,091			38,443
Shares redeemed		(10,005	)		(11,306	)		(311,646	)		(268,525	)
Total Class C Shares		(9,333	)		(10,341	)		735,863			360,655
Change from capital transactions		(3,642,467	)		(10,591,706	)		9,817,505			4,395,210

See notes to financial statements.

90

Fifth Third Funds

Statements of Changes in Net Assets, continued –

Fund Share Transactions

						LifeModel Moderately												LifeModel Moderately
LifeModel AggressiveSM						AggressiveSM						LifeModel ModerateSM						ConservativeSM
Year			Year			Year			Year			Year			Year			Year			Year
ended			ended			ended			ended			ended			ended			ended			ended
July 31,			July 31,			July 31,			July 31,			July 31,			July 31,			July 31,			July 31,
2012			2011			2012			2011			2012			2011			2012			2011
$	17,850,056		$	18,639,433		$	21,076,915		$	23,301,906		$	26,952,069		$	34,521,168		$	7,336,206		$	13,185,332
	1,047,306			997,523			1,896,506			1,928,668			4,520,838			4,847,018			801,120			912,662
	(26,420,248	)		(34,015,292	)		(30,599,560	)		(41,216,979	)		(34,356,964	)		(67,578,347	)		(13,147,890	)		(16,671,246	)
	(7,522,886	)		(14,378,336	)		(7,626,139	)		(15,986,405	)		(2,884,057	)		(28,210,161	)		(5,010,564	)		(2,573,252	)
	3,454,603			3,240,105			10,638,554			7,435,443			7,484,596			6,074,145			3,539,820			2,507,607
	239,007			255,506			853,698			861,075			735,651			771,128			323,291			315,017
	(8,903,809	)		(7,820,423	)		(15,277,512	)		(17,299,312	)		(9,953,194	)		(13,696,940	)		(3,435,585	)		(5,026,341	)
	(5,210,199	)		(4,324,812	)		(3,785,260	)		(9,002,794	)		(1,732,947	)		(6,851,667	)		427,526			(2,203,717	)
	1,292			237			19,220			27,970			41,887			82,856			1,679			18,316
	28,971			36,556			107,333			177,225			100,598			185,957			37,443			86,819
	(2,734,489	)		(2,775,279	)		(11,107,571	)		(9,892,059	)		(7,367,065	)		(8,025,974	)		(3,298,039	)		(3,576,346	)
	(2,704,226	)		(2,738,486	)		(10,981,018	)		(9,686,864	)		(7,224,580	)		(7,757,161	)		(3,258,917	)		(3,471,211	)
	37,762			97,149			24,976			84,711			119,292			185,100			109,703			53,198
	6,794			7,080			23,230			22,301			28,001			32,126			14,297			14,902
	(143,817	)		(506,953	)		(574,353	)		(508,748	)		(815,152	)		(415,504	)		(164,209	)		(196,572	)
	(99,261	)		(402,724	)		(526,147	)		(401,736	)		(667,859	)		(198,278	)		(40,209	)		(128,472	)
$	(15,536,572	)	$	(21,844,358	)	$	(22,918,564	)	$	(35,077,799	)	$	(12,509,443	)	$	(43,017,267	)	$	(7,882,164	)	$	(8,376,652	)
	1,631,947			1,740,614			1,898,678			2,150,912			2,500,858			3,357,280			749,626			1,369,667
	98,300			92,303			173,861			175,329			430,147			462,050			82,960			95,171
	(2,418,355	)		(3,158,405	)		(2,761,463	)		(3,752,437	)		(3,232,167	)		(6,454,224	)		(1,347,969	)		(1,725,401	)
	(688,108	)		(1,325,488	)		(688,924	)		(1,426,196	)		(301,162	)		(2,634,894	)		(515,383	)		(260,563	)
	320,399			298,980			957,328			668,974			702,959			575,051			362,620			259,957
	22,716			23,912			78,484			78,417			70,253			73,673			33,527			32,911
	(842,959	)		(722,459	)		(1,388,254	)		(1,572,158	)		(932,448	)		(1,303,445	)		(352,019	)		(530,473	)
	(499,844	)		(399,567	)		(352,442	)		(824,767	)		(159,236	)		(654,721	)		44,128			(237,605	)
	121			23			1,770			2,587			3,896			7,959			175			1,945
	2,874			3,575			10,084			16,450			9,736			17,923			3,945			9,137
	(263,592	)		(265,636	)		(1,014,991	)		(908,406	)		(697,219	)		(769,149	)		(339,643	)		(374,318	)
	(260,597	)		(262,038	)		(1,003,137	)		(889,369	)		(683,587	)		(743,267	)		(335,523	)		(363,236	)
	3,635			9,375			2,272			7,722			11,441			17,895			11,186			5,451
	676			692			2,175			2,064			2,701			3,082			1,491			1,561
	(13,770	)		(47,155	)		(53,181	)		(47,473	)		(77,435	)		(39,949	)		(16,990	)		(20,450	)
	(9,459	)		(37,088	)		(48,734	)		(37,687	)		(63,293	)		(18,972	)		(4,313	)		(13,438	)
	(1,458,008	)		(2,024,181	)		(2,093,237	)		(3,178,019	)		(1,207,278	)		(4,051,854	)		(811,091	)		(874,842	)

See notes to financial statements.

91

Fifth Third Funds

Statements of Changes in Net Assets, continued –

Fund Share Transactions

	LifeModel ConservativeSM						High Yield Bond
	Year			Year			Year			Year
	ended			ended			ended			ended
	July 31,			July 31,			July 31,			July 31,
	2012			2011			2012			2011
Capital Transactions:
Institutional Shares
Shares issued	$	9,618,179		$	11,048,987		$	61,792,284		$	39,998,940
Dividends reinvested		831,444			847,073			893,673			1,164,919
Shares redeemed		(8,734,331	)		(11,592,847	)		(31,814,218	)		(37,952,730	)
Total Institutional Shares		1,715,292			303,213			30,871,739			3,211,129
Class A Shares
Shares issued		2,740,388			2,455,669			10,444,706			2,942,933
Dividends reinvested		245,123			250,758			274,713			87,353
Shares redeemed		(3,582,846	)		(3,157,820	)		(9,548,040	)		(1,933,577	)
Total Class A Shares		(597,335	)		(451,393	)		1,171,379			1,096,709
Class B Shares
Shares issued		–			69,745			5,472			5,524
Dividends reinvested		27,538			56,877			756			1,121
Shares redeemed		(1,350,789	)		(2,159,756	)		(48,716	)		(15,089	)
Total Class B Shares		(1,323,251	)		(2,033,134	)		(42,488	)		(8,444	)
Class C Shares
Shares issued		161,944			4,596			1,134,690			1,018,241
Dividends reinvested		14,691			18,546			43,757			50,981
Shares redeemed		(174,807	)		(641,474	)		(594,205	)		(172,138	)
Total Class C Shares		1,828			(618,332	)		584,242			897,084
Change from capital transactions	$	(203,466	)	$	(2,799,646	)	$	32,584,872		$	5,196,478
Share Transactions:
Institutional Shares
Shares issued		975,218			1,153,932			6,302,910			4,019,504
Dividends reinvested		84,974			88,090			91,292			117,619
Shares redeemed		(884,907	)		(1,201,394	)		(3,259,438	)		(3,800,177	)
Total Institutional Shares		175,285			40,628			3,134,764			336,946
Class A Shares
Shares issued		280,903			254,367			1,082,182			296,600
Dividends reinvested		25,143			26,121			28,035			8,814
Shares redeemed		(364,313	)		(333,058	)		(967,420	)		(195,998	)
Total Class A Shares		(58,267	)		(52,570	)		142,797			109,416
Class B Shares
Shares issued		–			7,232			579			559
Dividends reinvested		2,848			5,965			78			114
Shares redeemed		(137,731	)		(225,157	)		(5,000	)		(1,503	)
Total Class B Shares		(134,883	)		(211,960	)		(4,343	)		(830	)
Class C Shares
Shares issued		16,293			480			115,659			102,943
Dividends reinvested		1,510			1,940			4,505			5,160
Shares redeemed		(17,851	)		(67,105	)		(61,595	)		(17,243	)
Total Class C Shares		(48	)		(64,685	)		58,569			90,860
Change from capital transactions		(17,913	)		(288,587	)		3,331,787			536,392

See notes to financial statements.

92

Fifth Third Funds

Statements of Changes in Net Assets, continued –

Fund Share Transactions

Total Return Bond						Short Term Bond
Year			Year			Year			Year
ended			ended			ended			ended
July 31,			July 31,			July 31,			July 31,
2012			2011			2012			2011
$	9,868,064		$	46,132,328		$	15,520,836		$	51,207,673
	7,010,196			9,360,031			1,124,324			1,932,461
	(54,242,799	)		(106,966,599	)		(107,945,364	)		(86,209,071	)
	(37,364,539	)		(51,474,240	)		(91,300,204	)		(33,068,937	)
	2,170,666			1,350,981			29,589,826			6,411,233
	466,763			539,762			155,121			252,978
	(3,423,035	)		(3,411,276	)		(18,176,399	)		(12,663,562	)
	(785,606	)		(1,520,533	)		11,568,548			(5,999,351	)
	–			67,211		NA			NA
	6,403			36,092		NA			NA
	(578,870	)		(1,137,285	)	NA			NA
	(572,467	)		(1,033,982	)	NA			NA
	84,403			41,728			1,140,432			1,594,201
	16,589			24,317			22,751			41,833
	(150,978	)		(305,099	)		(2,859,328	)		(4,043,434	)
	(49,986	)		(239,054	)		(1,696,145	)		(2,407,400	)
$	(38,772,598	)	$	(54,267,809	)	$	(81,427,801	)	$	(41,475,688	)
	1,044,798			5,132,823			1,625,500			5,341,361
	747,227			1,035,907			117,969			201,741
	(5,776,717	)		(11,896,091	)		(11,303,521	)		(8,994,274	)
	(3,984,692	)		(5,727,361	)		(9,560,052	)		(3,451,172	)
	231,014			149,660			3,107,759			668,622
	49,760			59,768			16,281			26,427
	(363,202	)		(377,785	)		(1,904,725	)		(1,322,903	)
	(82,428	)		(168,357	)		1,219,315			(627,854	)
	–			7,383		NA			NA
	683			3,995		NA			NA
	(61,857	)		(125,739	)	NA			NA
	(61,174	)		(114,361	)	NA			NA
	8,995			4,631			119,884			166,753
	1,766			2,688			2,394			4,378
	(16,122	)		(33,696	)		(300,543	)		(423,229	)
	(5,361	)		(26,377	)		(178,265	)		(252,098	)
	(4,133,655	)		(6,036,456	)		(8,519,002	)		(4,331,124	)

See notes to financial statements.

93

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
Mid Cap Growth Institutional Shares
Year ended 7/31/12		$	11.89	(0.04	)∆	0.62		0.58		–		–
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	)
Mid Cap Growth Class A Shares
Year ended 7/31/12		$	11.22	(0.07	)∆	0.59		0.52		–		–
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	)
Mid Cap Growth Class B Shares
Year ended 7/31/12		$	9.90	(0.13	)∆	0.51		0.38		–		–
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	)
Mid Cap Growth Class C Shares
Year ended 7/31/12		$	9.24	(0.12	)∆	0.48		0.36		–		–
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	)
Quality Growth Institutional Shares
Year ended 7/31/12		$	17.05	0.03	∆	0.41		0.44		–		–
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	)
Quality Growth Class A Shares
Year ended 7/31/12		$	16.52	(0.02	)∆	0.41		0.39		–		–
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	)
Quality Growth Class B Shares
Year ended 7/31/12		$	15.20	(0.13	)∆	0.37		0.24		–		–
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	)
Quality Growth Class C Shares
Year ended 7/31/12		$	14.71	(0.12	)∆	0.35		0.23		–		–
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	)

See notes to financial highlights and notes to financial statements.

94

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)
–		$	12.47	4.88	%	$	66,447	1.30	%	0.95	%	(0.34	)%	140	%
–		$	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	%
–		$	11.74	4.63	%	$	14,508	1.55	%	1.20	%	(0.59	)%	140	%
–		$	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	%
–		$	10.28	3.84	%	$	328	2.30	%	1.95	%	(1.35	)%	140	%
–		$	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	%
–		$	9.60	3.90	%	$	547	2.30	%	1.95	%	(1.34	)%	140	%
–		$	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	%
–		$	17.49	2.58	%	$	227,103	1.15	%	0.99	%	0.16	%	47	%
(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	%
–		$	16.91	2.36	%	$	59,178	1.40	%	1.24	%	(0.10	)%	47	%
–		$	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	%
–		$	15.44	1.58	%	$	492	2.15	%	1.99	%	(0.85	)%	47	%
–		$	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	%
–		$	14.94	1.56	%	$	985	2.15	%	1.99	%	(0.84	)%	47	%
–		$	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	%

See notes to financial highlights and notes to financial statements.

95

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
Year ended 7/31/12		$	4.58	0.01	∆	0.02		0.03		–		–
Year ended 7/31/11		$	3.92	–	^∆	0.66		0.66		–		–
Year ended 7/31/10		$	3.24	(0.01	)∆	0.69		0.68		–		–
Year ended 7/31/09		$	3.75	0.02	∆	(0.51	)	(0.49	)	(0.01	)	(0.01	)
Year ended 7/31/08		$	7.02	0.02	∆	(0.78	)	(0.76	)	(0.01	)	(2.50	)
Micro Cap Value Class A Shares
Year ended 7/31/12		$	4.24	–	^∆	0.01		0.01		–		–
Year ended 7/31/11		$	3.63	(0.01	)∆	0.62		0.61		–		–
Year ended 7/31/10		$	3.01	(0.01	)∆	0.63		0.62		–		–
Year ended 7/31/09		$	3.49	0.01	∆	(0.47	)	(0.46	)	(0.01	)	(0.01	)
Year ended 7/31/08		$	6.73	0.01	∆	(0.75	)	(0.74	)	–		(2.50	)
Micro Cap Value Class B Shares
Year ended 7/31/12		$	3.76	(0.03	)∆	0.01		(0.02	)	–		–
Year ended 7/31/11		$	3.25	(0.04	)∆	0.55		0.51		–		–
Year ended 7/31/10		$	2.71	(0.03	)∆	0.57		0.54		–		–
Year ended 7/31/09		$	3.16	(0.01	)∆	(0.43	)	(0.44	)	–		(0.01	)
Year ended 7/31/08		$	6.39	(0.02	)∆	(0.71	)	(0.73	)	–		(2.50	)
Micro Cap Value Class C Shares
Year ended 7/31/12		$	3.77	(0.03	)∆	0.01		(0.02	)	–		–
Year ended 7/31/11		$	3.25	(0.04	)∆	0.56		0.52		–		–
Year ended 7/31/10		$	2.72	(0.04	)∆	0.57		0.53		–		–
Year ended 7/31/09		$	3.17	(0.01	)∆	(0.43	)	(0.44	)	–		(0.01	)
Year ended 7/31/08		$	6.39	(0.02	)∆	(0.70	)	(0.72	)	–		(2.50	)
Small Cap Value Institutional Shares
Year ended 7/31/12		$	19.67	0.16	∆	(0.67	)	(0.51	)	(0.06	)	(1.06	)
Year ended 7/31/11		$	16.34	0.13	∆	3.27		3.40		(0.07	)	–
Year ended 7/31/10		$	13.48	0.11	∆	2.85		2.96		(0.10	)	–
Year ended 7/31/09		$	17.04	0.21	∆	(3.55	)	(3.34	)	(0.22	)	–
Year ended 7/31/08		$	20.29	0.19	∆	(0.91	)	(0.72	)	(0.16	)	(2.37	)
Small Cap Value Class A Shares
Year ended 7/31/12		$	19.43	0.11	∆	(0.66	)	(0.55	)	(0.02	)	(1.06	)
Year ended 7/31/11		$	16.15	0.08	∆	3.23		3.31		(0.03	)	–
Year ended 7/31/10		$	13.33	0.06	∆	2.83		2.89		(0.07	)	–
Year ended 7/31/09		$	16.84	0.18	∆	(3.51	)	(3.33	)	(0.18	)	–
Year ended 7/31/08		$	20.09	0.14	∆	(0.90	)	(0.76	)	(0.12	)	(2.37	)
Small Cap Value Class B Shares
Year ended 7/31/12		$	18.45	(0.02	)∆	(0.63	)	(0.65	)	–		(1.06	)
Year ended 7/31/11		$	15.42	(0.06	)∆	3.09		3.03		–		–
Year ended 7/31/10		$	12.77	(0.05	)∆	2.70		2.65		–		–
Year ended 7/31/09		$	16.11	0.08	∆	(3.35	)	(3.27	)	(0.07	)	–
Year ended 7/31/08		$	19.34	–	^∆	(0.86	)	(0.86	)	–		(2.37	)
Small Cap Value Class C Shares
Year ended 7/31/12		$	18.38	(0.02	)∆	(0.63	)	(0.65	)	–		(1.06	)
Year ended 7/31/11		$	15.37	(0.07	)∆	3.08		3.01		–		–
Year ended 7/31/10		$	12.73	(0.06	)∆	2.70		2.64		–		–
Year ended 7/31/09		$	16.07	0.08	∆	(3.33	)	(3.25	)	(0.09	)	–
Year ended 7/31/08		$	19.31	–	^∆	(0.87	)	(0.87	)	–		(2.37	)

See notes to financial highlights and notes to financial statements.

96

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)
–		$	4.61	0.66	%	$	23,232	1.76	%	1.35	%	0.17	%	48	%
–		$	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	%
–		$	4.25	0.24	%	$	15,010	2.01	%	1.60	%	(0.07	)%	48	%
–		$	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	%
–		$	3.74	(0.53	)%	$	143	2.76	%	2.35	%	(0.75	)%	48	%
–		$	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	%
–		$	3.75	(0.53	)%	$	3,830	2.76	%	2.35	%	(0.82	)%	48	%
–		$	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	%
(1.12	)	$	18.04	(2.42	)%	$	48,677	1.41	%	0.99	%	0.89	%	62	%
(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	%
(1.08	)	$	17.80	(2.65	)%	$	2,114	1.66	%	1.24	%	0.63	%	62	%
(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	%
(1.06	)	$	16.74	(3.38	)%	$	310	2.41	%	1.99	%	(0.11	)%	62	%
–		$	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	%
(1.06	)	$	16.67	(3.39	)%	$	1,557	2.41	%	1.99	%	(0.11	)%	62	%
–		$	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	%

See notes to financial highlights and notes to financial statements.

97

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		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
Year ended 7/31/12		$	15.93	0.27	∆	(0.16	)	0.11		(0.26	)	–
Year ended 7/31/11		$	13.79	0.20	∆	2.13		2.33		(0.19	)	–
Year ended 7/31/10		$	12.52	0.16	∆	1.26		1.42		(0.15	)	–
Year ended 7/31/09		$	17.98	0.24	∆	(4.42	)	(4.18	)	(0.27	)	(1.01	)
Year ended 7/31/08		$	25.65	0.31	∆	(4.14	)	(3.83	)	(0.28	)	(3.56	)
All Cap Value Class A Shares
Year ended 7/31/12		$	15.64	0.22	∆	(0.15	)	0.07		(0.22	)	–
Year ended 7/31/11		$	13.54	0.15	∆	2.10		2.25		(0.15	)	–
Year ended 7/31/10		$	12.30	0.12	∆	1.24		1.36		(0.12	)	–
Year ended 7/31/09		$	17.69	0.21	∆	(4.35	)	(4.14	)	(0.24	)	(1.01	)
Year ended 7/31/08		$	25.30	0.25	∆	(4.07	)	(3.82	)	(0.23	)	(3.56	)
All Cap Value Class B Shares
Year ended 7/31/12		$	14.79	0.11	∆	(0.14	)	(0.03	)	(0.12	)	–
Year ended 7/31/11		$	12.83	0.04	∆	1.98		2.02		(0.06	)	–
Year ended 7/31/10		$	11.66	0.02	∆	1.17		1.19		(0.02	)	–
Year ended 7/31/09		$	16.90	0.11	∆	(4.18	)	(4.07	)	(0.16	)	(1.01	)
Year ended 7/31/08		$	24.35	0.09	∆	(3.89	)	(3.80	)	(0.09	)	(3.56	)
All Cap Value Class C Shares
Year ended 7/31/12		$	14.75	0.11	∆	(0.15	)	(0.04	)	(0.13	)	–
Year ended 7/31/11		$	12.79	0.04	∆	1.98		2.02		(0.06	)	–
Year ended 7/31/10		$	11.63	0.02	∆	1.17		1.19		(0.03	)	–
Year ended 7/31/09		$	16.86	0.11	∆	(4.16	)	(4.05	)	(0.17	)	(1.01	)
Year ended 7/31/08		$	24.32	0.09	∆	(3.89	)	(3.80	)	(0.10	)	(3.56	)
Disciplined Large Cap Value Institutional Shares
Year ended 7/31/12		$	10.76	0.21	∆	0.13		0.34		(0.21	)	–
Year ended 7/31/11		$	9.42	0.19	∆	1.34		1.53		(0.19	)	–
Year ended 7/31/10		$	8.55	0.15	∆	0.86		1.01		(0.14	)	–
Year ended 7/31/09		$	11.48	0.22	∆	(2.74	)	(2.52	)	(0.25	)	(0.16	)
Year ended 7/31/08		$	14.39	0.25	∆	(2.03	)	(1.78	)	(0.23	)	(0.90	)
Disciplined Large Cap Value Class A Shares
Year ended 7/31/12		$	10.73	0.18	∆	0.12		0.30		(0.18	)	–
Year ended 7/31/11		$	9.39	0.16	∆	1.34		1.50		(0.16	)	–
Year ended 7/31/10		$	8.52	0.13	∆	0.85		0.98		(0.11	)	–
Year ended 7/31/09		$	11.44	0.19	∆	(2.72	)	(2.53	)	(0.23	)	(0.16	)
Year ended 7/31/08		$	14.35	0.21	∆	(2.03	)	(1.82	)	(0.19	)	(0.90	)
Disciplined Large Cap Value Class B Shares
Year ended 7/31/12		$	10.85	0.11	∆	0.13		0.24		(0.10	)	–
Year ended 7/31/11		$	9.49	0.08	∆	1.36		1.44		(0.08	)	–
Year ended 7/31/10		$	8.62	0.06	∆	0.85		0.91		(0.04	)	–
Year ended 7/31/09		$	11.57	0.14	∆	(2.76	)	(2.62	)	(0.17	)	(0.16	)
Year ended 7/31/08		$	14.49	0.12	∆	(2.05	)	(1.93	)	(0.09	)	(0.90	)
Disciplined Large Cap Value Class C Shares
Year ended 7/31/12		$	10.60	0.10	∆	0.13		0.23		(0.11	)	–
Year ended 7/31/11		$	9.27	0.08	∆	1.33		1.41		(0.08	)	–
Year ended 7/31/10		$	8.42	0.05	∆	0.85		0.90		(0.05	)	–
Year ended 7/31/09		$	11.32	0.13	∆	(2.70	)	(2.57	)	(0.17	)	(0.16	)
Year ended 7/31/08		$	14.21	0.11	∆	(2.01	)	(1.90	)	(0.09	)	(0.90	)

See notes to financial highlights and notes to financial statements.

98

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)
(0.26	)	$	15.78	0.76	%	$	50,950	1.53	%	0.89	%	1.75	%	60	%
(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	%
(0.22	)	$	15.49	0.54	%	$	23,524	1.78	%	1.14	%	1.49	%	60	%
(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	%
(0.12	)	$	14.64	(0.17	)%	$	1,211	2.53	%	1.89	%	0.79	%	60	%
(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	%
(0.13	)	$	14.58	(0.25	)%	$	2,360	2.53	%	1.89	%	0.76	%	60	%
(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	%
(0.21	)	$	10.89	3.25	%	$	183,891	1.12	%	0.77	%	2.00	%	88	%
(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	%
(0.18	)	$	10.85	2.92	%	$	8,727	1.37	%	1.02	%	1.77	%	88	%
(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	%
(0.10	)	$	10.99	2.27	%	$	329	2.12	%	1.77	%	1.09	%	88	%
(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	%
(0.11	)	$	10.72	2.25	%	$	291	2.12	%	1.77	%	1.02	%	88	%
(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	%

See notes to financial highlights and notes to financial statements.

99

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		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
Year ended 7/31/12		$	8.44	0.16	Δ	(1.31	)	(1.15	)	(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	)
International Equity Class A Shares
Year ended 7/31/12		$	8.42	0.14	Δ	(1.30	)	(1.16	)	(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	)
International Equity Class B Shares
Year ended 7/31/12		$	8.26	0.08	Δ	(1.27	)	(1.19	)	(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	)
International Equity Class C Shares
Year ended 7/31/12		$	7.85	0.08	Δ	(1.21	)	(1.13	)	(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	)
Strategic Income Institutional Shares
Year ended 7/31/12		$	10.49	0.50	Δ	0.33		0.83		(0.53	)	–
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	)
Strategic Income Class A Shares
Year ended 7/31/12		$	10.47	0.49	Δ	0.31		0.80		(0.51	)	–
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	)
Strategic Income Class B Shares
Year ended 7/31/12		$	10.46	0.39	Δ	0.33		0.72		(0.43	)	–
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	)
Strategic Income Class C Shares
Year ended 7/31/12		$	10.36	0.40	Δ	0.32		0.72		(0.43	)	–
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	)

See notes to financial highlights and notes to financial statements.

100

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)
(0.22)		$	7.07	(13.47	)%		$	123,607	1.43	%	1.15	%‡	2.27	%	121	%
(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	%
(0.20)		$	7.06	(13.67	)%		$	7,266	1.68	%	1.40	%‡	2.00	%	121	%
(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	%
(0.07)		$	7.00	(14.37	)%		$	162	2.43	%	2.15	%‡	1.15	%	121	%
(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	%
(0.13)		$	6.59	(14.37	)%		$	169	2.43	%	2.15	%‡	1.24	%	121	%
(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	%
(0.53)		$	10.79	8.21	%		$	200,325	1.35	%	0.70	%	4.80	%	47	%
(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	%
(0.51)		$	10.76	7.86	%		$	49,458	1.60	%	0.95	%	4.65	%	47	%
(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	%
(0.43)		$	10.75	7.07	%		$	352	2.35	%	1.70	%	3.70	%	47	%
(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	%
(0.43)		$	10.65	7.16	%		$	25,115	2.35	%	1.70	%	3.82	%	47	%
(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	%

See notes to financial highlights and notes to financial statements.

101

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		Net Realized and Unrealized Gains/(Losses) from Investment Transactions		Change in Net Assets Resulting from Operations		Net Investment Income		Net Realized Gains
LifeModel AggressiveSM Institutional Shares
Year ended 7/31/12		$	11.31	0.13	#Δ	(0.03	)#	0.10		(0.16	)	–
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	)
LifeModel AggressiveSM Class A Shares
Year ended 7/31/12		$	11.22	0.10	#Δ	(0.03	)#	0.07		(0.14	)	–
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	)
LifeModel AggressiveSM Class B Shares
Year ended 7/31/12		$	10.76	0.03	#Δ	(0.04	)#	(0.01	)	(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	)
LifeModel AggressiveSM Class C Shares
Year ended 7/31/12		$	10.74	0.02	#Δ	(0.04	)#	(0.02	)	(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	)
LifeModel Moderately AggressiveSM Institutional Shares
Year ended 7/31/12		$	11.44	0.19	#Δ	0.05	#	0.24		(0.22	)	–
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	)
LifeModel Moderately AggressiveSM Class A Shares
Year ended 7/31/12		$	11.42	0.16	#Δ	0.06	#	0.22		(0.20	)	–
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	)
LifeModel Moderately AggressiveSM Class B Shares
Year ended 7/31/12		$	11.29	0.09	#Δ	0.04	#	0.13		(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	)
LifeModel Moderately AggressiveSM Class C Shares
Year ended 7/31/12		$	11.29	0.08	#Δ	0.05	#	0.13		(0.11	)	–
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	)

See notes to financial highlights and notes to financial statements.

102

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)
(0.16)		$	11.25	0.97	%		$	68,488	0.61	%	0.08	%	1.23	%	23	%
(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	%
(0.14)		$	11.15	0.66	%		$	19,939	0.86	%	0.33	%	0.96	%	23	%
(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	%
(0.08)		$	10.67	(0.02	)%		$	2,382	1.61	%	1.08	%	0.26	%	23	%
(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	%
(0.08)		$	10.64	(0.10	)%		$	921	1.61	%	1.08	%	0.23	%	23	%
(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	%
(0.22)		$	11.46	2.24	%		$	94,089	0.58	%	0.08	%	1.75	%	17	%
(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	%
(0.20)		$	11.44	1.98	%		$	53,972	0.83	%	0.33	%	1.48	%	17	%
(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	%
(0.10)		$	11.32	1.22	%		$	6,861	1.58	%	1.08	%	0.79	%	17	%
(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	%
(0.11)		$	11.31	1.22	%		$	2,525	1.58	%	1.08	%	0.75	%	17	%
(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	%

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		Net Realized and Unrealized Gains/(Losses) from Investment Transactions		Change in Net Assets Resulting from Operations		Net Investment Income		Net Realized Gains
LifeModel ModerateSM Institutional Shares
Year ended 7/31/12		$	10.86	0.24	#Δ	0.12	#	0.36		(0.26	)	–
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	)
LifeModel ModerateSM Class A Shares
Year ended 7/31/12		$	10.84	0.21	#Δ	0.14	#	0.35		(0.24	)	–
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	)
LifeModel ModerateSM Class B Shares
Year ended 7/31/12		$	10.78	0.14	#Δ	0.12	#	0.26		(0.15	)	–
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	)
LifeModel ModerateSM Class C Shares
Year ended 7/31/12		$	10.78	0.13	#Δ	0.14	#	0.27		(0.16	)	–
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	)
LifeModel Moderately ConservativeSM Institutional Shares
Year ended 7/31/12		$	9.93	0.24	#Δ	0.15	#	0.39		(0.27	)	–
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	)
LifeModel Moderately ConservativeSM Class A Shares
Year ended 7/31/12		$	9.91	0.22	#Δ	0.14	#	0.36		(0.24	)	–
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	)
LifeModel Moderately ConservativeSM Class B Shares
Year ended 7/31/12		$	9.87	0.15	#Δ	0.13	#	0.28		(0.15	)	–
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	)
LifeModel Moderately ConservativeSM Class C Shares
Year ended 7/31/12		$	9.88	0.14	#Δ	0.15	#	0.29		(0.17	)	–
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	)

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 to Average Net Assets		Portfolio Turnover Rate (c)
(0.26)		$	10.96	3.48	%		$	190,763	0.48	%	0.08	%	2.24	%	14	%
(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	%
(0.24)		$	10.95	3.32	%		$	36,950	0.73	%	0.33	%	2.00	%	14	%
(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	%
(0.15)		$	10.89	2.44	%		$	4,345	1.48	%	1.08	%	1.28	%	14	%
(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	%
(0.16)		$	10.89	2.54	%		$	2,191	1.48	%	1.08	%	1.26	%	14	%
(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	%
(0.27)		$	10.05	4.03	%		$	29,467	0.71	%	0.08	%	2.48	%	10	%
(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	%
(0.24)		$	10.03	3.78	%		$	15,115	0.96	%	0.33	%	2.22	%	10	%
(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	%
(0.15)		$	10.00	2.95	%		$	1,197	1.71	%	1.08	%	1.54	%	10	%
(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	%
(0.17)		$	10.00	3.01	%		$	958	1.71	%	1.08	%	1.47	%	10	%
(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	%

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		Net Realized and Unrealized Gains/(Losses) from Investment Transactions		Change in Net Assets Resulting from Operations		Net Investment Income		Net Realized Gains
LifeModel ConservativeSM Institutional Shares
Year ended 7/31/12		$	9.92	0.29	#∆	0.20	#	0.49		(0.31	)	–
Year ended 7/31/11		$	9.26	0.32	#∆	0.66	#	0.98		(0.32	)	–
Year ended 7/31/10		$	8.75	0.32	#∆	0.52	#	0.84		(0.33	)	–
Year ended 7/31/09		$	9.89	0.41	#∆	(0.92	)#	(0.51	)	(0.46	)	(0.17	)
Year ended 7/31/08		$	10.99	0.43	#∆	(0.80	)#	(0.37	)	(0.43	)	(0.30	)
LifeModel ConservativeSM Class A Shares
Year ended 7/31/12		$	9.90	0.27	#∆	0.19	#	0.46		(0.28	)	–
Year ended 7/31/11		$	9.24	0.29	#∆	0.66	#	0.95		(0.29	)	–
Year ended 7/31/10		$	8.74	0.30	#∆	0.51	#	0.81		(0.31	)	–
Year ended 7/31/09		$	9.87	0.39	#∆	(0.91	)#	(0.52	)	(0.44	)	(0.17	)
Year ended 7/31/08		$	10.97	0.39	#∆	(0.79	)#	(0.40	)	(0.40	)	(0.30	)
LifeModel ConservativeSM Class B Shares
Year ended 7/31/12		$	9.86	0.20	#∆	0.19	#	0.39		(0.20	)	–
Year ended 7/31/11		$	9.20	0.21	#∆	0.66	#	0.87		(0.21	)	–
Year ended 7/31/10		$	8.70	0.23	#∆	0.51	#	0.74		(0.24	)	–
Year ended 7/31/09		$	9.83	0.32	#∆	(0.90	)#	(0.58	)	(0.38	)	(0.17	)
Year ended 7/31/08		$	10.95	0.31	#∆	(0.80	)#	(0.49	)	(0.33	)	(0.30	)
LifeModel ConservativeSM Class C Shares
Year ended 7/31/12		$	9.88	0.19	#∆	0.20	#	0.39		(0.21	)	–
Year ended 7/31/11		$	9.21	0.21	#∆	0.67	#	0.88		(0.21	)	–
Year ended 7/31/10		$	8.71	0.23	#∆	0.51	#	0.74		(0.24	)	–
Year ended 7/31/09		$	9.84	0.32	#∆	(0.90	)#	(0.58	)	(0.38	)	(0.17	)
Year ended 7/31/08		$	10.95	0.31	#∆	(0.79	)#	(0.48	)	(0.33	)	(0.30	)
High Yield Bond Institutional Shares
Year ended 7/31/12		$	10.02	0.64	∆	0.01		0.65		(0.64	)	–
Year ended 7/31/11		$	9.62	0.71	∆	0.41		1.12		(0.72	)	–
Year ended 7/31/10		$	8.72	0.73	∆	0.90		1.63		(0.73	)	–
Year ended 7/31/09		$	9.14	0.78	∆	(0.41	)	0.37		(0.79	)	–
Year ended 7/31/08		$	9.57	0.73	∆	(0.44	)	0.29		(0.72	)	–
High Yield Bond Class A Shares
Year ended 7/31/12		$	9.99	0.60	∆	0.03		0.63		(0.61	)	–
Year ended 7/31/11		$	9.59	0.69	∆	0.41		1.10		(0.70	)	–
Year ended 7/31/10		$	8.69	0.71	∆	0.89		1.60		(0.70	)	–
Year ended 7/31/09		$	9.12	0.74	∆	(0.40	)	0.34		(0.77	)	–
Year ended 7/31/08		$	9.57	0.69	∆	(0.46	)	0.23		(0.68	)	–
High Yield Bond Class B Shares
Year ended 7/31/12		$	10.01	0.55	∆	–	^	0.55		(0.54	)	–
Year ended 7/31/11		$	9.61	0.61	∆	0.41		1.02		(0.62	)	–
Year ended 7/31/10		$	8.71	0.64	∆	0.89		1.53		(0.63	)	–
Year ended 7/31/09		$	9.13	0.70	∆	(0.41	)	0.29		(0.71	)	–
Year ended 7/31/08		$	9.56	0.64	∆	(0.45	)	0.19		(0.62	)	–
High Yield Bond Class C Shares
Year ended 7/31/12		$	10.00	0.54	∆	0.01		0.55		(0.54	)	–
Year ended 7/31/11		$	9.60	0.61	∆	0.42		1.03		(0.63	)	–
Year ended 7/31/10		$	8.71	0.63	∆	0.90		1.53		(0.64	)	–
Year ended 7/31/09		$	9.13	0.70	∆	(0.41	)	0.29		(0.71	)	–
Year ended 7/31/08		$	9.57	0.64	∆	(0.45	)	0.19		(0.63	)	–

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 to Average Net Assets		Portfolio Turnover Rate (c)
(0.31	)	$	10.10	5.05	%	$	28,291	0.75	%	0.08	%	2.94	%	10	%
(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	%
(0.28	)	$	10.08	4.80	%	$	9,394	1.00	%	0.33	%	2.70	%	10	%
(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	%
(0.20	)	$	10.05	4.02	%	$	941	1.75	%	1.08	%	2.00	%	10	%
(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	%
(0.21	)	$	10.06	4.02	%	$	840	1.75	%	1.08	%	1.95	%	10	%
(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	%
(0.64	)	$	10.03	6.84	%	$	90,920	1.14	%	0.74	%	6.54	%	50	%
(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	%
(0.61	)	$	10.01	6.67	%	$	3,723	1.39	%	0.99	%	6.15	%	50	%
(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	%
(0.54	)	$	10.02	5.77	%	$	46	2.14	%	1.74	%	5.65	%	50	%
(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	%
(0.54	)	$	10.01	5.81	%	$	2,958	2.14	%	1.74	%	5.57	%	50	%
(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	%

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		Net Realized and Unrealized Gains/(Losses) from Investment Transactions		Change in Net Assets Resulting from Operations		Net Investment Income		Net Realized Gains
Total Return Bond Institutional Shares
Year ended 7/31/12		$	9.30	0.36	∆	0.42		0.78		(0.40	)	–
Year ended 7/31/11		$	9.02	0.44	∆	0.28		0.72		(0.44	)	–
Year ended 7/31/10		$	8.46	0.38	∆	0.62		1.00		(0.44	)	–
Year ended 7/31/09		$	9.03	0.46	∆	(0.55	)	(0.09	)	(0.48	)	–
Year ended 7/31/08		$	9.68	0.48	∆	(0.64	)	(0.16	)	(0.49	)	–
Total Return Bond Class A Shares
Year ended 7/31/12		$	9.29	0.34	∆	0.43		0.77		(0.38	)	–
Year ended 7/31/11		$	9.02	0.41	∆	0.28		0.69		(0.42	)	–
Year ended 7/31/10		$	8.46	0.36	∆	0.61		0.97		(0.41	)	–
Year ended 7/31/09		$	9.03	0.44	∆	(0.55	)	(0.11	)	(0.46	)	–
Year ended 7/31/08		$	9.67	0.46	∆	(0.64	)	(0.18	)	(0.46	)	–
Total Return Bond Class B Shares
Year ended 7/31/12		$	9.31	0.29	∆	0.39		0.68		(0.30	)	–
Year ended 7/31/11		$	9.03	0.34	∆	0.29		0.63		(0.35	)	–
Year ended 7/31/10		$	8.47	0.29	∆	0.62		0.91		(0.35	)	–
Year ended 7/31/09		$	9.03	0.38	∆	(0.54	)	(0.16	)	(0.40	)	–
Year ended 7/31/08		$	9.68	0.39	∆	(0.65	)	(0.26	)	(0.39	)	–
Total Return Bond Class C Shares
Year ended 7/31/12		$	9.31	0.27	∆	0.42		0.69		(0.31	)	–
Year ended 7/31/11		$	9.03	0.34	∆	0.29		0.63		(0.35	)	–
Year ended 7/31/10		$	8.47	0.29	∆	0.62		0.91		(0.35	)	–
Year ended 7/31/09		$	9.04	0.38	∆	(0.55	)	(0.17	)	(0.40	)	–
Year ended 7/31/08		$	9.68	0.39	∆	(0.64	)	(0.25	)	(0.39	)	–
Short Term Bond Institutional Shares
Year ended 7/31/12		$	9.58	0.11	∆	0.03		0.14		(0.14	)	–
Year ended 7/31/11		$	9.58	0.16	∆	0.01		0.17		(0.17	)	–
Year ended 7/31/10		$	9.33	0.22	∆	0.26		0.48		(0.23	)	–
Year ended 7/31/09		$	9.29	0.33	∆	0.05		0.38		(0.34	)	–
Year ended 7/31/08		$	9.32	0.38	∆	(0.03	)	0.35		(0.38	)	–
Short Term Bond Class A Shares
Year ended 7/31/12		$	9.57	0.08	∆	0.05		0.13		(0.12	)	–
Year ended 7/31/11		$	9.57	0.14	∆	0.01		0.15		(0.15	)	–
Year ended 7/31/10		$	9.32	0.19	∆	0.27		0.46		(0.21	)	–
Year ended 7/31/09		$	9.29	0.31	∆	0.04		0.35		(0.32	)	–
Year ended 7/31/08		$	9.31	0.35	∆	(0.01	)	0.34		(0.36	)	–
Short Term Bond Class C Shares
Year ended 7/31/12		$	9.55	0.02	∆	0.04		0.06		(0.05	)	–
Year ended 7/31/11		$	9.55	0.07	∆	–		0.07		(0.07	)	–
Year ended 7/31/10		$	9.31	0.10	∆	0.28		0.38		(0.14	)	–
Year ended 7/31/09		$	9.28	0.22	∆	0.07		0.29		(0.26	)	–
Year ended 7/31/08		$	9.32	0.28	∆	(0.02	)	0.26		(0.30	)	–

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 Average Net Assets		Portfolio Turnover Rate (c)
(0.40	)	$	9.68	8.62	%	$	201,647	0.92	%	0.63	%	3.88	%	90	%
(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	%
(0.38	)	$	9.68	8.47	%	$	13,686	1.17	%	0.88	%	3.60	%	90	%
(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	%
(0.30	)	$	9.69	7.49	%	$	254	1.92	%	1.63	%	3.08	%	90	%
(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	%
(0.31	)	$	9.69	7.53	%	$	615	1.92	%	1.63	%	2.87	%	90	%
(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	%
(0.14	)	$	9.58	1.52	%	$	129,620	0.82	%	0.48	%	1.19	%	78	%
(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	%
(0.12	)	$	9.58	1.38	%	$	27,753	1.07	%	0.73	%	0.88	%	78	%
(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	%
(0.05	)	$	9.56	0.64	%	$	6,155	1.82	%	1.48	%	0.18	%	78	%
(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	%

See notes to financial highlights and notes to financial statements.

109

Fifth Third Funds

Notes to Financial Highlights

(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.
^	Amount is less than $0.005 per share.
#	Represents income or gains/(losses) from affiliates.
∆	Average shares method used in calculation.
‡	Includes interest expense relating to settlement of foreign futures. Interest expense was 0.02% for the year ended July 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 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.

110

Fifth Third Funds

Notes to Financial Statements

July 31, 2012

(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 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 Mid Cap Growth Fund (“Mid Cap Growth”)

Fifth Third Quality Growth Fund (“Quality 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 International Equity Fund (“International Equity”)

Fifth Third Strategic Income Fund (“Strategic Income”)

Fifth Third LifeModel Aggressive FundSM (“LifeModel AggressiveSM”)

Fifth Third LifeModel Moderately Aggressive FundSM (“LifeModel Moderately AggressiveSM”)

Fifth Third LifeModel Moderate FundSM (“LifeModel ModerateSM”)

Fifth Third LifeModel Moderately Conservative FundSM (“LifeModel Moderately ConservativeSM”)

Fifth Third LifeModel Conservative FundSM (“LifeModel ConservativeSM”)

(the foregoing five funds collectively the “LifeModel FundsSM”)

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. 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 FundsSM invest should be read in conjunction with the financial statements for the applicable LifeModel FundSM.

As of April 5, 2012, Fifth Third Asset Management, Inc. (“FTAM” or the “Advisor”) and Fifth Third Financial Corporation have agreed to sell their interest in management of the Fifth Third Funds. In connection with the sale, FTAM proposed to the Trust’s Board of Trustees that certain Fifth Third stock and bond funds be reorganized into certain existing and new mutual funds managed by Touchstone Advisors, Inc. (“Touchstone”).

On April 4, 2012, the Board of Trustees of the Fifth Third Funds approved Agreements and Plans of Reorganization (the “Plans”) on behalf of certain Fifth Third stock and bond funds (each an “Acquired Fund” and together, the “Acquired Funds”). Pursuant to the Plans, each Acquired Fund’s assets would be transferred to a corresponding series of a Touchstone fund (each an “Acquiring Fund” and together, the “Acquiring Funds”), each advised by

111

Fifth Third Funds

Notes to Financial Statements, continued

July 31, 2012

Touchstone Advisors, Inc. and shareholders of each Acquired Fund would become shareholders of the corresponding Acquiring Fund. The proposed reorganizations are as follows:

Acquired Funds, each a series of Fifth Third Funds	Acquiring Funds
Quality Growth	Touchstone Large Cap Growth Fund, a series of Touchstone Strategic Trust
Class A	Class A
Class B	Class A
Class C	Class C
Institutional	Class Y
Mid Cap Growth	Touchstone Growth Opportunities Fund, a series of Touchstone Strategic Trust
Class A	Class A
Class B	Class A
Class C	Class C
Institutional	Class Y
Disciplined Large Cap Value	Touchstone Value Fund, a series of Touchstone Strategic Trust
Class A	Class A
Class B	Class A
Class C	Class C
Institutional	Class Y
All Cap Value	Touchstone Value Fund, a series of Touchstone Strategic Trust
Class A	Class A
Class B	Class A
Class C	Class C
Institutional	Class Y
High Yield Bond	Touchstone High Yield Fund, a series of Touchstone Investment Trust
Class A	Class A
Class B	Class A
Class C	Class C
Institutional	Class Y
	Touchstone Ultra Short Duration Fixed Income Fund, a series of Touchstone
Short Term Bond	Funds Group Trust
Class A	Class A
Class C	Class C
Institutional	Class Y
Total Return Bond	Touchstone Core Bond Fund, a series of Touchstone Investment Trust
Class A	Class A
Class B	Class A
Class C	Class C
Institutional	Class Y
LifeModel AggressiveSM	Touchstone Growth Allocation Fund, a series of Touchstone Strategic Trust
Class A	Class A
Class B	Class A
Class C	Class C
Institutional	Class Y
	Touchstone Moderate Growth Allocation Fund, a series of Touchstone
LifeModel Moderately AggressiveSM	Strategic Trust
Class A	Class A
Class B	Class A
Class C	Class C
Institutional	Class Y
LifeModel ModerateSM	Touchstone Balanced Allocation Fund, a series of Touchstone Strategic Trust
Class A	Class A
Class B	Class A
Class C	Class C
Institutional	Class Y
LifeModel Moderately ConservativeSM	Touchstone Conservative Allocation Fund, a series of Touchstone Strategic Trust
Class A	Class A
Class B	Class A
Class C	Class C
Institutional	Class Y
LifeModel ConservativeSM	Touchstone Conservative Allocation Fund, a series of Touchstone Strategic Trust
Class A	Class A
Class B	Class A
Class C	Class C
Institutional	Class Y

112

Fifth Third Funds

Notes to Financial Statements, continued

July 31, 2012

In addition on April 4, 2012, the Board of Trustees of the Fifth Third Funds approved an Agreement and Plan of Reorganization (the “Plan”) on behalf of Micro Cap Value, Small Cap Value, International Equity and Strategic Income (each an “Acquired Fund” and together, the “Acquired Funds”). Pursuant to the Plans, each Acquired Fund’s assets would be transferred to a corresponding series of Touchstone Strategic Trust (each an “Acquiring Fund” and together, the “Acquiring Funds”), each advised by Touchstone Advisors, Inc. and shareholders of each Acquired Fund would become shareholders of the corresponding Acquiring Fund. Each Acquiring Fund is a newly-organized fund that has been created for purposes of the reorganization. The proposed reorganizations are as follows:

Acquired Funds, each a series of Fifth Third Funds	Acquiring Funds, each a series of Touchstone Strategic Trust
Micro Cap Value	Touchstone Micro Cap Value Fund
Class A	Class A
Class B	Class A
Class C	Class C
Institutional	Class Y
Small Cap Value	Touchstone Small Company Value Fund
Class A	Class A
Class B	Class A
Class C	Class C
Institutional	Class Y
International Equity	Touchstone International Value Fund
Class A	Class A
Class B	Class A
Class C	Class C
Institutional	Class Y
Strategic Income	Touchstone Strategic Income Fund
Class A	Class A
Class B	Class A
Class C	Class C
Institutional	Class Y

The Plans were submitted to the shareholders of each Acquired Fund for approval at a special meeting held on September 5, 2012. Only those shareholders of record of the Acquired Fund as of the close of business on the record date July 9, 2012 were entitled to vote on the proposed reorganization. Such shareholders were mailed information detailing the proposed reorganization and providing further information about the Acquiring Fund. The reorganizations were effective on September 10, 2012. The exchanges were done on a tax-free basis, which means that no gain or loss was recognized directly as a result of the reorganization by either an Acquired Fund or its shareholders.

(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 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

113

Fifth Third Funds

Notes to Financial Statements, continued

July 31, 2012

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 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). As of July 31, 2012 no funds had securities on loan.

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.

114

Fifth Third Funds

Notes to Financial Statements, continued

July 31, 2012

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	All Cap Value	Mid Cap Growth
	Total Return Bond	Disciplined Large Cap Value	Quality Growth
	Short Term Bond	The LifeModel FundsSM	Micro Cap Value
			Small Cap Value
			International Equity

* Starting August 1, 2012, Strategic Income declares and pays dividends monthly.

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, return of capital distributions, 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. Accordingly, at July 31, 2012, reclassifications were recorded as follows:

Fund	Increase (Decrease) Accumulated Net Investment Income (Loss)			Increase (Decrease) Accumulated Net Realized Gain (Loss)			Increase (Decrease) Paid-in-Capital
Mid Cap Growth	$	102,913		$	(1	)	$	(102,912	)
Quality Growth		4,967			(4,410	)		(557	)
Micro Cap Value		(26,075	)		107,298			(81,223	)
Small Cap Value		(71,357	)		71,462			(105	)
All Cap Value		(37,894	)		48,175			(10,281	)
Disciplined Large Cap Value		(21,018	)		21,346			(328	)
International Equity		77,387			(77,092	)		(295	)
Strategic Income		(8,000	)		44,406			(36,406	)
LifeModel AggressiveSM		266,186			–			(266,186	)
LifeModel Moderately AggressiveSM		270,946			–			(270,946	)
LifeModel ModerateSM		56,711			–			(56,711	)
LifeModel Moderately ConservativeSM		93			–			(93	)
LifeModel ConservativeSM		71			–			(71	)
High Yield Bond		111			–			(111	)
Total Return Bond		557,935			2,933,040			(3,490,975	)
Short Term Bond		480,096			(479,720	)		(376	)

(3) Securities and Other Investments

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

115

Fifth Third Funds

Notes to Financial Statements, continued

July 31, 2012

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 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.

Options Transactions – The Funds, with the exception of Micro Cap Value, All Cap Value and Strategic Income may buy and sell put and call options and write covered put and call options, including over-the-counter options. The Micro Cap Value, All Cap Value and Strategic Income may buy and sell listed put options on financial futures and call options or over-the-counter call options on futures contracts. Options are a type of derivative financial instrument. The Funds may invest in derivative financial instruments, including options, in order to create investment exposure or to hedge, to the extent consistent with their investment objectives and policies. The risk in writing a call option is that a fund gives up the opportunity for profit if the market price of the security increases. The risk in writing a put option is that a fund may incur a loss if the market price of the security decreases and the option is exercised. The risk in buying an option is that a fund pays a premium whether or not the option is exercised. A fund also has the additional risk of not being able to enter into a closing transaction if a liquid secondary market does not exist. Option contracts are valued daily and unrealized appreciation or depreciation is recorded. A fund will realize a gain or loss upon expiration or closing of the option transaction. When an option is exercised, the proceeds on sales for a written call option, the purchase cost for a written put option, or the cost of a security for a purchased put or call option is adjusted by the amount of premium received or paid. To the extent these Funds have open written option 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. Options activity for the year is listed in the Notes to Schedules of Investments. As of the period end, there were no open options.

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 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

116

Fifth Third Funds

Notes to Financial Statements, continued

July 31, 2012

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. Strategic Income Fund held an open swap contract as of the date of this report. See Notes to Schedules of Investments.

(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.

117

Fifth Third Funds

Notes to Financial Statements, continued

July 31, 2012

For the twelve months ended July 31, 2012, the Advisor voluntarily waived the following fees:

Fund	Advisor Fee Waiver
Mid Cap Growth	$       75,344
Quality Growth	205,869
Small Cap Growth	69,602
All Cap Value	241,585
Disciplined Large Cap Value	238,120
International Equity	341,689
Strategic Income	1,026,474
LifeModel AggressiveSM	116,902
LifeModel Moderately AggressiveSM	197,768
LifeModel ModerateSM	281,120
LifeModel Moderately ConservativeSM	58,738
LifeModel ConservativeSM	46,831
Total Return Bond	340,366
Short Term Bond	181,601

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. 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, 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 fees, waivers and expense limitations below.

For the twelve months ended July 31, 2012, FTAM voluntarily waived the following administration fees:

Fund	Administration Fee Waiver
Mid Cap Growth	$      191,071
Quality Growth	293,207
Micro Cap Growth	185,744
Small Cap Growth	176,150
All Cap Value	334,463
Disciplined Large Cap Value	377,252
International Equity	84,766
Strategic Income	347,761
LifeModel AggressiveSM	397,278
LifeModel Moderately AggressiveSM	629,239
LifeModel ModerateSM	654,920
LifeModel Moderately ConservativeSM	249,131
LifeModel ConservativeSM	214,391
High Yield Bond	322,775
Total Return Bond	319,638
Short Term Bond	434,715

Advisory Fees, 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

118

Fifth Third Funds

Notes to Financial Statements, continued

July 31, 2012

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
			Advisory		Administration		Recoverable	Class Expense Limitation *
	Advisory		Fee		Fee		Expiration						Reimbursement
Fund	Fee		Waiver		Waiver		Date	Institutional		A	B	C	Recoverable **
Mid Cap Growth	0.80	%	0.10	%	0.1749	%	11/23/12	0.95	%	1.20%	1.95%	1.95%	$	180,176
Quality Growth *	0.80	%	0.10	%	0.0981	%	11/23/12	0.95	%	1.20%	1.95%	1.95%	$	405,991
Micro Cap Value	1.00	%	NA		0.1749	%	11/23/12	1.35	%	1.60%	2.35%	2.35%	$	123,646
Small Cap Value *	0.90	%	0.15	%	0.1749	%	11/23/12	0.95	%	1.20%	1.95%	1.95%	$	187,738
All Cap Value *	1.00	%	0.30	%	0.1749	%	11/23/12	0.85	%	1.10%	1.85%	1.85%	$	401,900
Disciplined Large
Cap Value *	0.80	%	0.15	%	0.1749	%	11/23/12	0.75	%	1.00%	1.75%	1.75%	$	444,947
International Equity Ω *	1.00	%	0.24	%	0.0556	%	11/23/12	1.11	%	1.36%	2.11%	2.11%	$	301,919
Strategic Income *	1.00	%	0.50	%	0.1648	%	11/30/12	0.69	%	0.94%	1.69%	1.69%	$	2,551,387
LifeModel AggressiveSM	0.15	%	0.12	%	0.1749	%	11/30/12	0.08	%	0.33%	1.08%	1.08%	$	1,455,457
LifeModel Moderately
AggressiveSM	0.15	%	0.12	%	0.1749	%	11/30/12	0.08	%	0.33%	1.08%	1.08%	$	2,406,073
LifeModel ModerateSM	0.15	%	0.12	%	0.1749	%	11/30/12	0.08	%	0.33%	1.08%	1.08%	$	2,666,732
LifeModel Moderately
ConservativeSM	0.15	%	0.12	%	0.1749	%	11/30/12	0.08	%	0.33%	1.08%	1.08%	$	861,671
LifeModel ConservativeSM	0.15	%	0.12	%	0.1749	%	11/30/12	0.08	%	0.33%	1.08%	1.08%	$	696,033
High Yield Bond	0.70	%	NA		0.1749	%	11/23/12	0.74	%	0.99%	1.74%	1.74%	$	238,429
Total Return Bond	0.60	%	0.15	%	0.1408	%	11/23/12	0.63	%	0.88%	1.63%	1.63%	$	449,999
Short Term Bond *	0.50	%	0.10	%	0.1749	%	11/30/12	0.47	%	0.72%	NA	1.47%	$	1,849,812

* 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.

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 July 31, 2012 for those funds with expense limitation agreements expiring November 30, 2012 and for the period from November 23, 2011 through July 31, 2012 for those funds with expense limitation agreements expiring November 23, 2012.

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.

119

Fifth Third Funds

Notes to Financial Statements, continued

July 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 – 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 sales 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 twelve months ended July 31, 2012, FTAM earned $9,504 in CDSC fees from the Trust. Effective July 1, 2012 FTAM is the Class B advance commission finance agent. For the month ended July 31, 2012, FTAM earned $848 in CDSC fees from the Trust. Affiliates of FTAM earned reallowed sales commissions of $140,850 and 12b-1 distribution/servicing fees as well as administrative servicing fees (see below) of $1,041,886 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. 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%

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 $370,000 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 year ended July 31, 2012, the fees were $29,790. The fees were allocated to each Fund based on actual expenses incurred by the Fund.

Payments by Affiliates – 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.

120

Fifth Third Funds

Notes to Financial Statements, continued

July 31, 2012

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
LifeModel AggressiveSM	31,587
LifeModel Moderately AggressiveSM	44,610
LifeModel ModerateSM	32,554
LifeModel Moderately ConservativeSM	11,077
LifeModel ConservativeSM	3,965

(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
Mid Cap Growth	$	103,687,980	$	112,542,245	$	–	$	–
Quality Growth		137,542,889		189,680,447		–		436,154
Micro Cap Value		20,418,698		28,716,100		–		–
Small Cap Value		34,148,418		41,906,860		–		–
All Cap Value		52,816,452		77,568,809		–		–
Disciplined Large Cap Value		157,032,248		169,312,222		–		–
International Equity		172,050,059		210,687,277		–		–
Strategic Income		179,589,146		89,797,963		19,791,098		7,341,012
LifeModel AggressiveSM		21,917,482		39,835,351		–		–
LifeModel Moderately AggressiveSM		27,770,681		55,470,041		–		–
LifeModel ModerateSM		31,972,337		53,231,932		–		–
LifeModel Moderately ConservativeSM		4,953,364		13,516,987		–		–
LifeModel ConservativeSM		3,667,963		4,452,242		–		–
High Yield Bond		68,787,763		37,584,121		–		–
Total Return Bond		35,633,144		59,416,220		166,700,516		181,494,705
Short Term Bond		62,339,743		103,404,548		77,488,912		116,808,890

(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 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 fiscal year ended July 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.

121

Fifth Third Funds

Notes to Financial Statements, continued

July 31, 2012

At July 31, 2012, 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 2009-2011, 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 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, 2012 and 2011 was as follows:

	Year ended July 31, 2012								Year ended July 31, 2011
	Distributions paid from								Distributions paid from
Fund	Ordinary Income		Net Long Term Capital Gains		Return of Capital		Total Distributions Paid		Ordinary Income		Net Long Term Capital Gains		Return of Capital		Total Distributions Paid
Quality Growth	$	–	$	–	$	–	$	–	$	326,845		$–		$–	$	326,845
Small Cap Value		167,449		3,340,955		–		3,508,404		264,384		–		–		264,384
All Cap Value		1,417,629		–		–		1,417,629		1,345,076		–		–		1,345,076
Disciplined Large Cap Value		3,417,981		–		–		3,417,981		4,540,206		–		–		4,540,206
International Equity		4,727,748		–		–		4,727,748		5,411,319		–		–		5,411,319
Strategic Income		10,351,922		–		–		10,351,922		6,592,368		–		–		6,592,368
LifeModel AggressiveSM		1,099,160		–		266,006		1,365,166		1,338,361		–		–		1,338,361
LifeModel Moderately AggressiveSM		2,754,430		–		270,637		3,025,067		3,153,127		–		–		3,153,127
LifeModel ModerateSM		5,514,640		–		56,284		5,570,924		6,043,563		–		–		6,043,563
LifeModel Moderately ConservativeSM		1,256,408		–		–		1,256,408		1,413,788		–		–		1,413,788
LifeModel ConservativeSM		1,160,923		–		–		1,160,923		1,221,151		–		–		1,221,151
High Yield Bond		5,112,693		–		–		5,112,693		4,704,008		–		–		4,704,008
Total Return Bond		9,598,670		–		–		9,598,670		13,130,691		–		–		13,130,691
Short Term Bond		2,571,721		–		–		2,571,721		4,659,736		–		–		4,659,736

As of July 31, 2012, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Fund	Undistributed Ordinary Income			Undistributed Long-Term Capital Gains		Accumulated Capital and Other Losses			Unrealized Appreciation/ (Depreciation)*			Total Accumulated Earnings/(Deficit)
Mid Cap Growth	$	–		$	–	$	(21,304,837	)	$	11,624,400		$	(9,680,437	)
Quality Growth		298,185			7,440,527		–			67,117,166			74,855,878
Micro Cap Value		–			1,899,700		(33,118	)		644,633			2,511,215
Small Cap Value		361,649			–		(124,397	)		2,125,377			2,362,629
All Cap Value		21,042			–		(24,746,785	)		4,360,604			(20,365,139	)
Disciplined Large Cap Value		110,235			–		(67,193,342	)		20,114,298			(46,968,809	)
International Equity		3,519,170			–		(138,225,815	)		2,268,155			(132,438,490	)
Strategic Income		(589,000	)		–		(18,163,572	)		12,154,831			(6,597,741	)
LifeModel AggressiveSM		–			–		(18,552,266	)		5,756,271			(12,795,995	)
LifeModel Moderately AggressiveSM		–			–		(25,280,668	)		14,396,401			(10,884,267	)
LifeModel ModerateSM		–			–		(41,707,090	)		15,172,084			(26,535,006	)
LifeModel Moderately ConservativeSM		4,622			–		(4,533,719	)		1,908,080			(2,621,017	)
LifeModel ConservativeSM		56,638			–		(2,602,066	)		284,035			(2,261,393	)
High Yield Bond		82,621			–		(1,234,811	)		2,047,115			894,925
Total Return Bond		946,190			–		(102,181,817	)		9,672,150			(91,563,477	)
Short Term Bond		131,550			–		(17,259,164	)		(814,901	)		(17,942,515	)

* 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.

122

Fifth Third Funds

Notes to Financial Statements, continued

July 31, 2012

As of July 31, 2012, 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:

	Expiration Year
Fund	2013		2014		2015		2016		2017		2018		2019		Total
Mid Cap Growth	$	–	$	–	$	–	$	–	$	271,130	$	20,830,375	$	–	$	21,101,505
All Cap Value		–		–		–		–		–		24,746,785		–		24,746,785
Disciplined Large Cap Value		–		–		–		–		–		67,193,342		–		67,193,342
International Equity		–		–		–		–		49,777,567		70,912,135		–		120,689,702
Strategic Income		–		–		–		–		–		7,962,360		10,201,212		18,163,572
LifeModel AggressiveSM		–		–		–		–		–		586,237		10,323,235		10,909,472
LifeModel Moderately AggressiveSM		–		–		–		–		–		2,785,698		16,007,836		18,793,534
LifeModel ModerateSM		–		–		–		–		855,404		21,071,864		9,670,605		31,597,873
LifeModel Moderately ConservativeSM		–		–		–		–		764,706		563,235		2,699,589		4,027,530
LifeModel ConservativeSM		–		–		–		–		180,556		395,728		1,487,870		2,064,154
High Yield Bond		–		–		–		–		–		1,234,811		–		1,234,811
Total Return Bond		6,705,683		12,507,496		4,893,287		1,172,463		28,880,095		37,115,347		8,427,961		99,702,332
Short Term Bond		2,771,278		9,778,491		4,709,395		–		–		–		–		17,259,164

Under the Modernization Act, a Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. Post-enactment losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years, which carry an expiration date. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused.

 

Fund	Long Term Losses		Short Term Losses
Small Cap Value	$	124,397	$	–
International Equity		–		17,536,113
LifeModel AggressiveSM		7,642,794		–
LifeModel Moderately AggressiveSM		6,487,134		–
LifeModel ModerateSM		10,109,217		–
LifeModel Moderately ConservativeSM		506,189		–
LifeModel ConservativeSM		537,912		–
Total Return Bond		2,479,485		–

Certain ordinary 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, 2012, the following Funds deferred to August 1, 2012 late year ordinary losses:

Fund	Late Year Ordinary Losses
Mid Cap Growth	$203,332
Micro Cap Value	33,118

During the year ended July 31, 2012, the Funds used/expired capital loss carryforwards in the following amounts:

	Amount Used		Amount Expired
Mid Cap Growth	$	7,887,265	$	–
Quality Growth		5,890,919		–
Micro Cap Value		1,690,052		–
All Cap Value		5,742,895		–
Disciplined Large Cap Value		11,025,756		–
Strategic Income		1,896,462		–
High Yield Bond		768,233		–
Total Return Bond		–		3,490,975
Short Term Bond		201,993		–

123

Fifth Third Funds

Notes to Financial Statements, continued

July 31, 2012

As of July 31, 2012, the following fund have a current year Investment Company taxable loss:

	Taxable Loss
Mid Cap Growth	$102,769
Micro Cap Value	19,451

(9) 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.

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.

(10) 10% Shareholders

As of July 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
Mid Cap Growth	4	65.72%
Quality Growth	3	51.86%
Micro Cap Value	1	19.01%
Small Cap Value	3	62.85%
All Cap Value	3	40.36%
Disciplined Large Cap Value	5	79.87%
International Equity	5	79.94%
Strategic Income	1	38.78%
LifeModel AggressiveSM	2	69.21%
LifeModel Moderately AggressiveSM	2	52.61%
LifeModel ModerateSM	2	77.18%
LifeModel Moderately ConservativeSM	2	50.45%
LifeModel ConservativeSM	2	66.24%
High Yield Bond	1	70.62%
Total Return Bond	3	62.13%
Short Term Bond	2	51.92%

124

Fifth Third Funds

Notes to Financial Statements, continued

July 31, 2012

Affiliated Shareholders

As of July 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 Shares Outstanding
Mid Cap Growth	4	65.72%
Quality Growth	2	21.47%
Micro Cap Value	1	19.01%
Small Cap Value	2	22.58%
All Cap Value	3	40.36%
Disciplined Large Cap Value	4	54.77%
International Equity	4	53.67%
Strategic Income	1	38.78%
LifeModel AggressiveSM	1	26.75%
LifeModel Moderately AggressiveSM	1	28.80%
LifeModel ModerateSM	1	29.66%
LifeModel Moderately ConservativeSM	1	30.74%
LifeModel ConservativeSM	1	40.57%
High Yield Bond	1	70.62%
Total Return Bond	3	62.13%
Short Term Bond	2	51.92%

(11) Guarantees and Indemnifications

Under the Trust’s organizational documents, 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.

(12) 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.

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.

125

Fifth Third Funds

Notes to Financial Statements, continued

July 31, 2012

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 July 31, 2012.

(13) 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 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.

126

Fifth Third Funds

Notes to Financial Statements, continued

July 31, 2012

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 following is a summary of the fair value hierarchy according to the inputs used as of July 31, 2012 in valuing the Funds’ assets and liabilities:

	Fair Value Measurement at 7/31/2012 using
	Quoted Prices
	in Active Markets		Significant Other		Significant
	for Identical		Observable		Unobservable
	Investments		Inputs		Inputs		Value at
	(Level 1)		(Level 2)		(Level 3)		7/31/12
Mid Cap Growth
Assets
Common Stocks*	$	78,561,530	$	–	$	–	$	78,561,530
Investments in Affiliates		3,428,232		–		–		3,428,232
Total	$	81,989,762	$	–	$	–	$	81,989,762
Quality Growth
Assets
Common Stocks*	$	279,975,272	$	–	$	–	$	279,975,272
Investments in Affiliates		8,348,260		–		–		8,348,260
Total	$	288,323,532	$	–	$	–	$	288,323,532
Micro Cap Value
Assets
Common Stocks*	$	38,390,979	$	–	$	–	$	38,390,979
Investments in Affiliates		3,917,629		–		–		3,917,629
Total	$	42,308,608	$	–	$	–	$	42,308,608
Small Cap Value
Assets
Common Stocks*	$	50,431,019	$	–	$	–	$	50,431,019
Investments in Affiliates		2,236,290		–		–		2,236,290
Total	$	52,667,309	$	–	$	–	$	52,667,309
All Cap Value
Assets
Common Stocks*	$	75,535,812	$	–	$	–	$	75,535,812
Investments in Affiliates		2,969,059		–		–		2,969,059
Total	$	78,504,871	$	–	$	–	$	78,504,871
Disciplined Large Cap Value
Assets
Common Stocks*	$	189,123,346	$	–	$	–	$	189,123,346
Investments in Affiliates		3,968,445		–		–		3,968,445
Total	$	193,091,791	$	–	$	–	$	193,091,791
International Equity
Assets
Foreign Stocks*	$	109,129,148	$	–	$	–	$	109,129,148
Investment Companies		205,000		–		–		205,000
Investments in Affiliates		19,659,316		–		–		19,659,316
Other Financial Instruments**
Equity Contracts		616,795		–		–		616,795
Total	$	129,610,259	$	–	$	–	$	129,610,259

127

Fifth Third Funds

Notes to Financial Statements, continued

July 31, 2012

	Fair Value Measurement at 7/31/2012 using
	Quoted Prices in Active Markets for Identical Investments (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)		Value at 7/31/12
Strategic Income
Assets
Asset-Backed Securities	$	–			$	8,727,438	$	–	$	8,727,438
Corporate Bonds		–				76,742,271		–		76,742,271
Foreign Bonds*		–				28,903,125		–		28,903,125
Mortgage-Backed Securities		–				25,409,788		–		25,409,788
Municipal Bonds		–				3,890,149		–		3,890,149
Common Stocks*		25,026,226				–		–		25,026,226
Investment Companies		4,816,960				–		–		4,816,960
Convertible Preferred Stocks		13,729,979				–		–		13,729,979
Preferred Stocks		74,296,939				–		–		74,296,939
Investments in Affiliates		9,388,244				–		–		9,388,244
Other Financial Instruments**
Credit Contracts		–				1,718,717		–		1,718,717
Foreign Exchange Contracts		388,135				–		–		388,135
Total	$	127,646,483			$	145,391,488	$	–	$	273,037,971
Liabilities
Other Financial Instruments**
Equity Contracts	$	(44,221	)		$	–	$	–	$	(44,221	)
Total	$	(44,221	)		$	–	$	–	$	(44,221	)
LifeModel AggressiveSM
Assets
Investments in Affiliates	$	92,051,992			$	–	$	–	$	92,051,992
Total	$	92,051,992			$	–	$	–	$	92,051,992
LifeModel Moderately AggressiveSM
Assets
Investments in Affiliates	$	157,714,544			$	–	$	–	$	157,714,544
Total	$	157,714,544			$	–	$	–	$	157,714,544
LifeModel ModerateSM
Assets
Investments in Affiliates	$	234,126,682			$	–	$	–	$	234,126,682
Total	$	234,126,682			$	–	$	–	$	234,126,682
LifeModel Moderately ConservativeSM
Assets
Investments in Affiliates	$	46,755,247			$	–	$	–	$	46,755,247
Total	$	46,755,247			$	–	$	–	$	46,755,247
LifeModel ConservativeSM
Assets
Investments in Affiliates	$	39,474,928			$	–	$	–	$	39,474,928
Total	$	39,474,928			$	–	$	–	$	39,474,928
High Yield Bond
Assets
Convertible Bonds	$	–			$	210,547	$	–	$	210,547
Corporate Bonds		440,705				86,203,319		–		86,644,024
Foreign Bonds*		–				8,877,622		–		8,877,622
Preferred Stocks		61,304				–		–		61,304
Investments in Affiliates		174				–		–		174
Total	$	502,183			$	95,291,488	$	–	$	95,793,671

128

Fifth Third Funds

Notes to Financial Statements, continued

July 31, 2012

	Fair Value Measurement at 7/31/2012 using
	Quoted Prices
	in Active Markets			Significant Other		Significant
	for Identical			Observable		Unobservable
	Investments			Inputs		Inputs		Value at
	(Level 1)			(Level 2)		(Level 3)		7/31/12
Total Return Bond
Assets
Asset-Backed Securities	$	–		$	9,793,772	$	–	$	9,793,772
Corporate Bonds		–			53,907,174		–		53,907,174
Foreign Bonds*		–			9,959,417		–		9,959,417
Mortgage-Backed Securities		–			104,715,440				104,715,440
Municipal Bonds		–			4,250,676		–		4,250,676
U.S. Treasury Obligations		–			27,152,164		–		27,152,164
Preferred Stocks		5,332,269			–		–		5,332,269
Investments in Affiliates		9,192,393			–		–		9,192,393
Other Financial Instruments**
Interest Rate Contracts		56,149			–		–		56,149
Foreign Exchange Contracts		221,601			–		–		221,601
Total	$	14,802,412		$	209,778,643	$	–	$	224,581,055
Liabilities
Other Financial Instruments**
Equity Contracts	$	(17,689	)	$	–	$	–	$	(17,689	)
Total	$	(17,689	)	$	–	$	–	$	(17,689	)
Short Term Bond
Assets
Asset-Backed Securities	$	–		$	15,649,719	$	–	$	15,649,719
Corporate Bonds		–			43,764,630		–		43,764,630
Foreign Bonds*		–			13,853,944		–		13,853,944
Mortgage-Backed Securities		–			34,008,447		–		34,008,447
Municipal Bonds		–			677,875		–		677,875
U.S. Government Agencies		–			45,472,733		–		45,472,733
U.S. Treasury Obligations		–			9,731,882		–		9,731,882
Investments in Affiliates		126,414			–		–		126,414
Other Financial Instruments**
Interest Rate Contracts		27,674			–		–		27,674
Total	$	154,088		$	163,159,230	$	–	$	163,313,318

* 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.

129

Fifth Third Funds

Notes to Financial Statements, continued

July 31, 2012

The following is a reconciliation of the fair valuation using significant unobservable inputs (level 3) for the Funds during the twelve months ended July 31, 2012:

Net

Change in

Unrealized

Total

Appreciation

Total

Change in

(Depreciation)

Beginning

Accrued

Realized

Unrealized

Transfers

Transfers

Ending

on Investments

Total Return

balance

Discounts

Gains

Appreciation

in to

Out of

Balance

Held at

Bond

7/31/2011

Purchases

Sales

(Premiums)

(Losses)

(Depreciation)

Level 3

Level 3

7/31/2012

7/31/2012

Mortgage-Backed

Securities

Agency

Collateral

Other

$

4,206,825

$

–

$

(6,273,750

)

$

14

$

1,038,783

$

1,028,128

$

–

$

–

$

–

$

–

Total

$

4,206,825

$

–

$

(6,273,750

)

$

14

$

1,038,783

$

1,028,128

$

–

$

–

$

–

$

–

Realized gain/(loss) and net change in unrealized appreciation/(depreciation) is reflected in the Statements of Operations.

(14) Fair Value of Derivative Instruments*

The following is a summary of the fair valuations of the Funds’ derivative instruments categorized by risk exposure:

Small Cap Value

The Effect of Derivative Instruments on the Statement of Operations for the year ended July 31, 2012:

	Derivatives Not Accounted for as Hedging Instruments Under Statement 133
	Interest Rate	Foreign Exchange	Credit	Equity		Other
	Contracts	Contracts	Contracts	Contracts		Contracts	Total
Realized Gain/ (Loss) on
Derivative Recognized as
a Result from Operations
Net realized gains/ (losses)
on investments, swaps, options and
foreign currency transactions	$–	$–	$–	$	13,100	$–	$	13,100

130

Fifth Third Funds

Notes to Financial Statements, continued

July 31, 2012

International Equity

Fair Values of Derivative Instruments on the Statement of Assets and Liabilities as of July 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**	$–	$–	$–	$	616,795	$–	$	616,795

The Effect of Derivative Instruments on the Statement of Operations for the year ended July 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	)	$–	$	(2,094,898)	$–	$	(2,231,158	)
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	)	$–	$	641,625	$–	$	465,264

Strategic Income

Fair Values of Derivative Instruments on the Statement of Assets and Liabilities as of July 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
Unrealized appreciation on forward foreign currency contracts	$–	$	455,076		$–	$	–		$–	$	455,076
Liabilities Derivatives
Payable for variation margin on futures contracts**	$–	$	–		$–	$	(44,221	)	$–	$	(44,221	)
Unrealized Depreciation on forward foreign currency contracts	$–	$	(66,941	)	$–	$	–		$–	$	(66,941	)
	$–	$	388,135		$–	$	(44,221	)	$–	$	343,914

131

Fifth Third Funds

Notes to Financial Statements, continued
July 31, 2012

Strategic Income, continued

The Effect of Derivative Instruments on the Statement of Operations for the year ended July 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	$	(198,953	)	$	–		$	–	$	1,155,919		$–	$	956,966
Net realized gains/ (losses) on investments, swaps, options and foreign currency transactions	$	(330,458	)	$	(192,651	)	$	111,933	$	–		$–	$	(411,176	)
	$	(529,411	)	$	(192,651	)	$	111,933	$	1,155,919		$–	$	545,790
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	$	–		$	538,851		$	17,361	$	(181,880	)	$–	$	374,332

Total Return Bond

Fair Values of Derivative Instruments on the Statement of Assets and Liabilities as of July 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
Unrealized appreciation on forward foreign currency contracts	$	–	$	221,601	$–	$	–		$–	$	221,601
Receivable (Payable) for variation margin on futures contracts**	$	56,149	$	–	$–	$	(17,689	)	$–	$	38,460
Liabilities Derivatives
	$	56,149	$	221,601	$–	$	(17,689	)	$–	$	260,061

132

Fifth Third Funds

Notes to Financial Statements, continued
July 31, 2012

Total Return Bond, continued

The Effect of Derivative Instruments on the Statement of Operations for the year ended July 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	$	1,462,773		$	–		$	–		$	118,356		$–	$	1,581,129
Net realized gains/ (losses) on investments, swaps, options and foreign currency transactions	$	(9,453	)	$	(44,330	)	$	68,490		$	–		$–	$	14,707
	$	1,453,320		$	(44,330	)	$	68,490		$	118,356		$–	$	1,595,836
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	$	(328,965	)	$	221,601		$	(2,616	)	$	(17,689	)	$–	$	(127,669	)

Short Term Bond

Fair Values of Derivative Instruments on the Statement of Assets and Liabilities as of July 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**	$	27,674	$–	$–	$–	$–	$	27,674

The Effect of Derivative Instruments on the Statement of Operations for the year ended July 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	$	129,205		$–	$–	$–	$–	$	129,205
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	$	(51,250	)	$–	$–	$–	$–	$	(51,250	)

*	See Note 2 – Significant Accounting Policies for additional information.
**	The Fair Values of Derivative Instruments may include cumulative appreciation/(depreciation) of futures contracts as reported in the Notes to Schedules of Investments. Only the current day’s variation margin is reported in the Statements of Assets and Liabilities.

133

Fifth Third Funds

Notes to Financial Statements, continued

July 31, 2012

For the year ended July 31, 2012, the average quarterly balance of outstanding derivative financial instruments was as follows:

	Small Cap		International		Strategic		Total Return		Short Term
	Value		Equity		Income		Bond		Bond
Forward currency contracts:
Average number of contracts purchased		–		–		2		1		–
Average number of contracts sold		–		–		–		–		–
Average U.S. dollar amounts purchased		–		–		6,724,466		2,648,351		–
Average U.S. dollar amounts sold		–		–		1,460,000		–		–
Futures contracts:
Average number of contracts purchased		–		198		36		131		85
Average number of contracts sold		–		1		–		–		–
Average notional amount of contracts purchased		–		15,278,055		707,942		15,915,750		18,709,357
Average notional amount of contracts sold		–		98,995		–		–		–
Swap contracts:
Average notional amount of contracts purchased		–		–		–		–		–
Average notional amount of contracts sold		–		–		–		2,100,000		–
Options contracts:
Average number of contracts purchased		–		–		90		5		–
Average number of contracts sold		40		–		–		–		–
Average notional amount of contracts purchased		–		–		90,000		5,000		–
Average notional amount of contracts sold		4,000		–		–		–		–

(15) Litigation Matters

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.

(16) Subsequent Event

The Fifth Third Bank retirement plan redeemed all investments in the Fifth Third LifeModel^SM Funds on August 30, 2012.  The percentages redeemed are listed below:

Fund	Percentage Redeemed
LifeModel AggressiveSM	42.21%
LifeModel Moderately AggressiveSM	23.76%
LifeModel ModerateSM	49.57%
LifeModel Moderately ConservativeSM	20.86%
LifeModel ConservativeSM	26.29%

134

Report of Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholders of Fifth Third Funds:

In our opinion, the accompanying statements of assets and liabilities, including the schedules of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fifth Third Prime Money Market Fund, Fifth Third Institutional Money Market Fund, Fifth Third Institutional Government Money Market Fund and Fifth Third U.S. Treasury Money Market Fund (four series of Fifth Third Funds, hereafter referred to as the “Funds”) at July 31, 2012, the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.  These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Funds’ management; our responsibility is to express an opinion on these financial statements based on our audits.  We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.  We believe that our audits, which included confirmation of securities at July 31, 2012 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Kansas City, Missouri
September 6, 2012

135

Fifth Third Funds

 Supplemental Information (Unaudited)

FIFTH THIRD FUNDS MANAGEMENT ^

The Trustees and Officers of the Funds, their age, the position they hold with the Funds, their term of office and length of time served, a description of their principal occupations during the past five years, the number of portfolios in the fund complex that the Trustee oversees and any other directorships held by the Trustee are listed in the two tables immediately following. The business address of the persons listed below is 38 Fountain Square Plaza, Cincinnati, Ohio 45202.

Independent Trustees

				Number of
				Portfolios in Fund	Other
	Position(s)	Term of Office and	Principal Occupation(s)	Complex Overseen	Directorships
Name and Age	Held with the Funds	Length of Time Served1	During the Past 5 Years	by Trustee	Held by Trustee
Edward Burke Carey Age: 67	Chairman – Board of Trustees	January 1989–Present	Carey Realty Investments, Inc. (real estate development and consulting), President, 1990–Present.	20	Canisius College – Trustee.
David J. Durham Age: 67	Trustee	June 2001–Present	Chairman of Clipper Products, Inc., a wholesale distributor, Chairman of Norris 2005–Present. Products Corp., a wholesale distributor, 2005–Present. President and Chief Executive Officer of Clipper Products, Inc., 1997–Present.	20	None
J. Joseph Hale Jr. Age: 62	Trustee	March 2001–Present	Consultant, Duke Energy, July 2010–Present. President and CEO of MediLux Health Care, April 2008–March 2010. EVP and Managing Director, DHR International (executive recruiter), April 2007–2008. President, Cinergy Foundation, November 2001–March 2006.	20	Trustee for Hanover College, The Egan Maritime Institute, The Sconset Chapel, The Sconset Trust, The March of Dimes. The Community Foundation for Nantucket
John E. Jaymont Age: 67	Trustee	October 2001–Present	Business Development Director, Printing Industries of Ohio/North Kentucky (printing industry association), Feb. 2002–Present.	20	None
David J. Gruber Age: 48	Trustee	December 2003–Present	President, DJG Financial Consulting (accounting and finance consultant), June 2007–Present. Resources Global Professionals, Project Professional, December 2004–June 2007.	20	CASA of Delaware County
Interested Trustee
E. Keith Wirtz2 Age: 52	President and Trustee	President, April 2007– Present. Trustee March 2010–Present	President, Fifth Third Asset Management, Inc., 2003–Present.	20	None

^ Additional disclosure can be found in the Statement of Additional Information, which can be obtained by calling 1-800-282-5706.

136

Fifth Third Funds

Supplemental Information, continued (Unaudited)

Officers
	Position(s)	Term of Office and
Name and Age	Held with the Funds	Length of Time Served1	Principal Occupation(s) During the Past 5 Years
Matthew A. Ebersbach Age: 42	Vice President	March 2006–Present	Vice President of Fifth Third Bank since 2001. Registered representative of FTAM Funds Distributor, Inc.
Richard B. Ille Age: 47	Vice President	April 2007–Present	Managing Director, Products and Marketing, Fifth Third Asset Management, Inc., 2001–Present. Registered representative of FTAM Funds Distributor, Inc.
James A. Mautino Age: 44	Anti-Money Laundering and Chief Compliance	February 2007–Present	Vice President and Chief Compliance Officer, Fifth Third Asset Management, Inc., August 2005–Present.
Shannon King Age: 40	Treasurer	March 2008–Present	Vice President, Fifth Third Asset Management, Inc., September 2007– Present. Assistant Vice President and Capital Markets Derivative Manager, Fifth Third Bank, 2005–2007. Registered representative of FTAM Funds Distributor Inc.
Julie Tedesco Age: 54	Secretary	June 2011–Present	Senior Vice President and Counsel, State Street Bank and Trust Company (a Massachusetts trust company), 2000–Present.
Tracy Kaufman Age: 53	Assistant Treasurer	June 2007–Present	Assistant Vice President, State Street Bank and Trust Company (a Massachusetts trust company), 1986–Present.
Francine S. Hayes Age: 44	Assistant Secretary	June 2007–Present	Vice President and Counsel, State Street Bank and Trust Company (a Massachusetts trust company), 2004–Present.

1.	Each Trustee serves until the election and qualification of a successor, or until death, resignation, retirement or removal as provided in the Trust’s Amended and Restated Declaration of Trust. Retirement occurs on the last day of the fiscal year in which the Trustee’s 73rd birthday occurs. The Trust’s Officers are elected annually by the Trustees.
2.	Mr. Wirtz is an interested Trustee of the Trust due to his position with the Advisor.

137

Fifth Third Funds

Supplemental Information, continued (Unaudited)

Additional Tax Information

For the taxable year ended July 31, 2012, the following percentage of income dividends paid by the Fund qualify for the dividends received deduction available to corporations:

	Percentage
Small Cap Value	100	%
All Cap Value	100	%
Disciplined Large Cap Value	100	%
Strategic Income	18	%
LifeModel AggressiveSM	65	%
LifeModel Moderately AggressiveSM	37	%
LifeModel ModerateSM	21	%
LifeModel Moderately ConservativeSM	16	%
LifeModel ConservativeSM	9	%
Total Return Bond	2	%

For the fiscal year ended July 31, 2012, certain dividends paid by the Funds are subject to a maximum tax rate of 15% as provided for by the Jobs and Growth Tax Relief Reconciliation Act of 2003.  To the extent dividends are paid during the calendar year 2012, complete information will be reported on shareholders’ 2012 Form 1099-DIV. The Funds hereby designate up to the maximum amount allowable as qualified dividend income for the fiscal year ended July 31, 2012:

	Amount
Small Cap Value	$	167,449
All Cap Value		1,417,629
Disciplined Large Cap Value		3,417,981
International Equity		5,222,466
Strategic Income		2,382,097
LifeModel AggressiveSM		1,130,251
LifeModel Moderately AggressiveSM		1,784,149
LifeModel ModerateSM		1,685,821
LifeModel Moderately ConservativeSM		317,975
LifeModel ConservativeSM		145,426
Total Return Bond		186,608

The Funds designate the following amounts or maximum amounts allowable as long term capital gain distributions qualifying for the maximum 15% income tax rate for individuals.  The amounts designated may not agree with the long term capital gains in the tax character of distribution table due to utilization of earnings and profits distributed to shareholders on redemption of shares.

	Amount
Small Cap Value	$	3,340,955

International Equity may elect to pass through to shareholders the income tax credit for taxes paid to foreign countries. Foreign source income and foreign tax expense per outstanding share on July 31, 2012 are as follows:

	Foreign Source	Foreign Tax
	Income	Expense
International Equity	$0.31	$0.03

If elected, the pass-through of the foreign tax credit will affect only those persons who are shareholders on the dividend record date in December 2012.  These shareholders will receive more detailed information along with their 2012 Form 1099-DIV.

138

Fifth Third Funds

Supplemental Information, continued (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 February 1, 2012 through July 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.)

				Expense	Expense
		Beginning	Ending	Paid	Ratio
		Account	Account	During	During
		Value	Value	Period*	Period
		2/1/12	7/31/12	2/1/12–7/31/12	2/1/12–7/31/12
Mid Cap Growth	Institutional Shares	1,000.00	1,047.90	4.84	0.95	%
	Class A Shares	1,000.00	1,046.30	6.11	1.20	%
	Class B Shares	1,000.00	1,042.60	9.90	1.95	%
	Class C Shares	1,000.00	1,042.30	9.90	1.95	%
Quality Growth	Institutional Shares	1,000.00	1,027.00	4.79	0.95	%
	Class A Shares	1,000.00	1,026.10	6.05	1.20	%
	Class B Shares	1,000.00	1,022.50	9.81	1.95	%
	Class C Shares	1,000.00	1,021.90	9.80	1.95	%
Micro Cap Value	Institutional Shares	1,000.00	985.00	6.66	1.35	%
	Class A Shares	1,000.00	983.80	7.89	1.60	%
	Class B Shares	1,000.00	979.10	11.56	2.35	%
	Class C Shares	1,000.00	981.70	11.58	2.35	%
Small Cap Value	Institutional Shares	1,000.00	965.20	4.64	0.95	%
	Class A Shares	1,000.00	964.20	5.86	1.20	%
	Class B Shares	1,000.00	961.00	9.51	1.95	%
	Class C Shares	1,000.00	960.30	9.50	1.95	%
All Cap Value	Institutional Shares	1,000.00	999.50	4.23	0.85	%
	Class A Shares	1,000.00	998.20	5.47	1.10	%
	Class B Shares	1,000.00	994.60	9.17	1.85	%
	Class C Shares	1,000.00	994.50	9.17	1.85	%
Disciplined Large Cap Value	Institutional Shares	1,000.00	1,019.60	3.77	0.75	%
	Class A Shares	1,000.00	1,018.40	5.02	1.00	%
	Class B Shares	1,000.00	1,014.60	8.77	1.75	%
	Class C Shares	1,000.00	1,014.80	8.77	1.75	%

* 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.

139

Fifth Third Funds

Supplemental Information, continued (Unaudited)

				Expense	Expense
		Beginning	Ending	Paid	Ratio
		Account	Account	During	During
		Value	Value	Period*	Period
		2/1/12	7/31/12	2/1/12–7/31/12	2/1/12–7/31/12
International Equity	Institutional Shares	1,000.00	975.20	5.55	1.13	%
	Class A Shares	1,000.00	973.80	6.77	1.38	%
	Class B Shares	1,000.00	970.90	10.44	2.13	%
	Class C Shares	1,000.00	970.50	10.44	2.13	%
Strategic Income	Institutional Shares	1,000.00	1,048.70	3.51	0.69	%
	Class A Shares	1,000.00	1,046.60	4.78	0.94	%
	Class B Shares	1,000.00	1,042.80	8.58	1.69	%
	Class C Shares	1,000.00	1,043.30	8.59	1.69	%
LifeModel AggressiveSM	Institutional Shares	1,000.00	1,015.70	0.40	0.08	%
	Class A Shares	1,000.00	1,013.70	1.65	0.33	%
	Class B Shares	1,000.00	1,010.40	5.40	1.08	%
	Class C Shares	1,000.00	1,010.40	5.40	1.08	%
LifeModel Moderately AggressiveSM	Institutional Shares	1,000.00	1,021.00	0.40	0.08	%
	Class A Shares	1,000.00	1,018.90	1.66	0.33	%
	Class B Shares	1,000.00	1,015.70	5.41	1.08	%
	Class C Shares	1,000.00	1,015.30	5.41	1.08	%
LifeModel ModerateSM	Institutional Shares	1,000.00	1,025.40	0.40	0.08	%
	Class A Shares	1,000.00	1,024.10	1.66	0.33	%
	Class B Shares	1,000.00	1,019.80	5.42	1.08	%
	Class C Shares	1,000.00	1,020.30	5.43	1.08	%
LifeModel Moderately ConservativeSM	Institutional Shares	1,000.00	1,027.20	0.40	0.08	%
	Class A Shares	1,000.00	1,026.00	1.66	0.33	%
	Class B Shares	1,000.00	1,022.40	5.43	1.08	%
	Class C Shares	1,000.00	1,022.40	5.43	1.08	%
LifeModel ConservativeSM	Institutional Shares	1,000.00	1,031.90	0.40	0.08	%
	Class A Shares	1,000.00	1,030.70	1.67	0.33	%
	Class B Shares	1,000.00	1,026.20	5.44	1.08	%
	Class C Shares	1,000.00	1,027.00	5.44	1.08	%
High Yield Bond	Institutional Shares	1,000.00	1,049.30	3.77	0.74	%
	Class A Shares	1,000.00	1,048.90	5.04	0.99	%
	Class B Shares	1,000.00	1,043.90	8.84	1.74	%
	Class C Shares	1,000.00	1,044.30	8.84	1.74	%
Total Return Bond	Institutional Shares	1,000.00	1,049.40	3.21	0.63	%
	Class A Shares	1,000.00	1,048.20	4.48	0.88	%
	Class B Shares	1,000.00	1,044.10	8.28	1.63	%
	Class C Shares	1,000.00	1,044.20	8.28	1.63	%
Short Term Bond	Institutional Shares	1,000.00	1,010.90	2.35	0.47	%
	Class A Shares	1,000.00	1,010.70	3.60	0.72	%
	Class C Shares	1,000.00	1,006.90	7.34	1.47	%

* 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.

140

Fifth Third Funds

Supplemental Information, continued (Unaudited)

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.

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.)

				Expense	Expense
		Beginning	Ending	Paid	Ratio
		Account	Account	During	During
		Value	Value	Period*	Period
		2/1/12	7/31/12	2/1/12–7/31/12	2/1/12–7/31/12
Mid Cap Growth	Institutional Shares	1,000.00	1,020.14	4.77	0.95	%
	Class A Shares	1,000.00	1,018.90	6.02	1.20	%
	Class B Shares	1,000.00	1,015.17	9.77	1.95	%
	Class C Shares	1,000.00	1,015.17	9.77	1.95	%
Quality Growth	Institutional Shares	1,000.00	1,020.14	4.77	0.95	%
	Class A Shares	1,000.00	1,018.90	6.02	1.20	%
	Class B Shares	1,000.00	1,015.17	9.77	1.95	%
	Class C Shares	1,000.00	1,015.17	9.77	1.95	%
Micro Cap Value	Institutional Shares	1,000.00	1,018.15	6.77	1.35	%
	Class A Shares	1,000.00	1,016.91	8.02	1.60	%
	Class B Shares	1,000.00	1,013.18	11.76	2.35	%
	Class C Shares	1,000.00	1,013.18	11.76	2.35	%
Small Cap Value	Institutional Shares	1,000.00	1,020.14	4.77	0.95	%
	Class A Shares	1,000.00	1,018.90	6.02	1.20	%
	Class B Shares	1,000.00	1,015.17	9.77	1.95	%
	Class C Shares	1,000.00	1,015.17	9.77	1.95	%
All Cap Value	Institutional Shares	1,000.00	1,020.64	4.27	0.85	%
	Class A Shares	1,000.00	1,019.39	5.52	1.10	%
	Class B Shares	1,000.00	1,015.66	9.27	1.85	%
	Class C Shares	1,000.00	1,015.66	9.27	1.85	%
Disciplined Large Cap Value	Institutional Shares	1,000.00	1,021.13	3.77	0.75	%
	Class A Shares	1,000.00	1,019.89	5.02	1.00	%
	Class B Shares	1,000.00	1,016.16	8.77	1.75	%
	Class C Shares	1,000.00	1,016.16	8.77	1.75	%

*  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.

141

Fifth Third Funds

Supplemental Information, continued (Unaudited)

				Expense	Expense
		Beginning	Ending	Paid	Ratio
		Account	Account	During	During
		Value	Value	Period*	Period
		2/1/12	7/31/12	2/1/12–7/31/12	2/1/12–7/31/12
International Equity	Institutional Shares	1,000.00	1,019.24	5.67	1.13	%
	Class A Shares	1,000.00	1,018.00	6.92	1.38	%
	Class B Shares	1,000.00	1,014.27	10.67	2.13	%
	Class C Shares	1,000.00	1,014.27	10.67	2.13	%
Strategic Income	Institutional Shares	1,000.00	1,021.43	3.47	0.69	%
	Class A Shares	1,000.00	1,020.19	4.72	0.94	%
	Class B Shares	1,000.00	1,016.46	8.47	1.69	%
	Class C Shares	1,000.00	1,016.46	8.47	1.69	%
LifeModel AggressiveSM	Institutional Shares	1,000.00	1,024.47	0.40	0.08	%
	Class A Shares	1,000.00	1,023.22	1.66	0.33	%
	Class B Shares	1,000.00	1,019.49	5.42	1.08	%
	Class C Shares	1,000.00	1,019.49	5.42	1.08	%
LifeModel Moderately AggressiveSM	Institutional Shares	1,000.00	1,024.47	0.40	0.08	%
	Class A Shares	1,000.00	1,023.22	1.66	0.33	%
	Class B Shares	1,000.00	1,019.49	5.42	1.08	%
	Class C Shares	1,000.00	1,019.49	5.42	1.08	%
LifeModel ModerateSM	Institutional Shares	1,000.00	1,024.47	0.40	0.08	%
	Class A Shares	1,000.00	1,023.22	1.66	0.33	%
	Class B Shares	1,000.00	1,019.49	5.42	1.08	%
	Class C Shares	1,000.00	1,019.49	5.42	1.08	%
LifeModel Moderately ConservativeSM	Institutional Shares	1,000.00	1,024.47	0.40	0.08	%
	Class A Shares	1,000.00	1,023.22	1.66	0.33	%
	Class B Shares	1,000.00	1,019.49	5.42	1.08	%
	Class C Shares	1,000.00	1,019.49	5.42	1.08	%
LifeModel ConservativeSM	Institutional Shares	1,000.00	1,024.47	0.40	0.08	%
	Class A Shares	1,000.00	1,023.22	1.66	0.33	%
	Class B Shares	1,000.00	1,019.49	5.42	1.08	%
	Class C Shares	1,000.00	1,019.49	5.42	1.08	%
High Yield Bond	Institutional Shares	1,000.00	1,021.18	3.72	0.74	%
	Class A Shares	1,000.00	1,019.94	4.97	0.99	%
	Class B Shares	1,000.00	1,016.21	8.72	1.74	%
	Class C Shares	1,000.00	1,016.21	8.72	1.74	%
Total Return Bond	Institutional Shares	1,000.00	1,021.73	3.17	0.63	%
	Class A Shares	1,000.00	1,020.49	4.42	0.88	%
	Class B Shares	1,000.00	1,016.76	8.17	1.63	%
	Class C Shares	1,000.00	1,016.76	8.17	1.63	%
Short Term Bond	Institutional Shares	1,000.00	1,022.53	2.36	0.47	%
	Class A Shares	1,000.00	1,021.28	3.62	0.72	%
	Class C Shares	1,000.00	1,017.55	7.37	1.47	%

*  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.

142

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

143

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.

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 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 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 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 collect my personal information?	We collect your personal information, for example, when you
	■	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.

This page intentionally left blank.

TABLE OF CONTENTS
Economic Outlook and Commentary Section	1
Manager Commentary	5
Schedules of Investments	8
Statements of Assets and Liabilities	30
Statements of Operations	32
Statements of Changes in Net Assets	34
Financial Highlights	38
Notes to Financial Statements	47
Report of Independent Registered Public Accounting Firm	62
Supplemental Information	63

Our Message to You

Aside from a few months of economic bright spots in late 2011 and early 2012, uncertainty in Europe and cooling economic growth prospects in the U.S. and China dampened investor enthusiasm for much of the fiscal year. As such, Fifth Third Funds shareholders experienced mixed results in stock and bond investments.

Within the stock market, returns reported during the 12-month period ended July 31, 2012, included:

● A 9.13% advance for the S&P 500® Index1 of large cap stocks.

● A 1.20% advance for the S&P 400® Index1 of mid cap stocks.

● A 3.99% advance for the S&P 600® Index1 of small cap stocks.

● A –11.45% decline for the MSCI EAFE Index1 of international stocks.

Sources of turbulence were plenty during the period.

Within the opening weeks, U.S. Treasury securities were subject to an unprecedented credit rating downgrade and distress over the Euro Zone’s sovereign debt and financial markets returned to the fore. Steady drumbeats of doom and gloom about the solvency of countries such as Greece, Portugal, Spain, and Italy also raised questions about the overall stability and strength of the entire European Union. Meanwhile, the U.S. economy spent much of the first portion of the period in the doldrums, although the picture seemed to brighten around the New Year. Alas, the optimism proved short-lived as the employment market soured and consumers reined in their spending habits during the spring. Meanwhile, China acknowledged that its economy had downshifted into a modestly slower growth mode.

Some of the largest beneficiaries of the market troubles were holders of U.S. Treasury securities, which rallied amid multiple flights to quality. Moreover, the U.S. Federal Reserve (“Fed” or “Federal Reserve”) chimed in with its Operation Twist, in which it agreed to purchase $667 billion worth of long-term bonds between October 2011 and December 2012. To fund the buying spree, the central bank said it would sell short-term debt. Interestingly, while the effort helped flatten the yield curve at the long end, it had little impact at the short end, where yields lingered near historic lows. Of course, the Fed’s vow to keep its overnight lending rate near zero through 2014 likely factored into that dynamic as well.

The risk wave took stocks for a period-long ride, prompting “risk-off” plunges when fears built and driving “risk-on” buyers back into the market when conditions seemed more palatable. Large cap stocks generally outperformed, with mostly positive earnings reports supporting a late-stage rally through June and July. Mid cap and small cap stocks behaved in a more volatile

1

fashion, while international stocks struggled to overcome the overhang of the European woes and broader global economic slowdown. Macro conditions pressured commodity prices and gold also contended with strength in the U.S. dollar, which benefited from investors’ desire for perceived safety.

As these broad macro events battered the market throughout the fiscal year, traditional fundamentals frequently fell out of focus for investors. As a result, many active money managers lagged their benchmark assignments.

Given the frustrations that such developments fueled, I’m proud of the performance of the family of Fifth Third Funds for the entire fiscal year. Our portfolio managers adhered to a higher-quality mandate, which, at times, results in short-term setbacks, but has consistently proven valuable over long-term periods. Furthermore, when the tide finally turns away from Treasuries, which it will, the potential gains for stocks and non-government backed bonds will be considerable.

Looking ahead, considerations on the macro front include:

● Statistics related to the domestic economy suggest to us that the current recovery is still intact and should grow in the modest 2% range (plus or minus) for now. We are mindful, however, of the fact that conditions did slow during the spring and summer months in 2010 and 2011.

● Company fundamentals should remain solid and will likely outpace overall economic growth. We see earnings progressing at a 5% to 6% clip in 2012.

● The Federal Reserve continues to signal nothing but accommodation. Bottom-line, we favor stocks over bonds, cash, and other asset classes. At this stage, market retrenchments should be viewed as an opportunity to buy good stocks.

● The second half of the year will be consumed by November’s U.S. Presidential election. For the markets, the election outcome will be important and the key issues will center on the tax code: individual income tax rates, investment tax rates on dividends and capital gains, and corporate tax policies. Investors should be aware of these implications and should consider portfolio planning during the year.

Perhaps most importantly, your investment future won’t include most of us here at Fifth Third Funds. As we announced in April, Fifth Third Asset Management and Fifth Third Financial Corporation agreed to sell Fifth Third Asset Management’s interest in managing the Fifth Third Funds. For those of you in one of our money market funds, that means your money will be moving to existing money market funds from Federated Investors. For most of you in our stock and bond funds, your assets will be invested in existing and new mutual funds from Touchstone Advisors, although investors in the

2

Strategic Income Fund and Micro Cap Value Fund will still be served by Fifth Third Asset Management professionals.

Whether you’ve been invested in Fifth Third Funds for months or years, all of us have appreciated the trust and loyalty that you have placed in us as stewards of your money. We’ve worked hard in an effort to generate benchmark-beating results while following a philosophy of investing in high-quality, fundamentally sound stocks and bonds. Through the ups and downs of the financial markets, we believed – and continue to believe – that such an approach is an essential element to any well-diversified, long-term investment plan.

To that end, we’re confident Federated and Touchstone – two larger, more diverse families of funds – will continue to serve your investment needs into the future.

As for the past, we sincerely thank you for your confidence in Fifth Third Funds.

Keith Wirtz, CFA

Chief Investment Officer

3

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.

CFA® is a trademark owned by the CFA Institute.

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

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.

4

Management Discussionof Fund Performance (Unaudited)

Money Market Funds

For the 12-month period ended July 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 continued significant strains in the global financial markets.

After showing some signs of modest domestic growth in the first half of the period, general economic conditions in the U.S. deteriorated slightly in the second half. As a result, the FOMC held the Federal Funds Target Rate in a range of 0.00% to 0.25%. Furthermore, the FOMC concluded that conditions “warrant exceptionally low federal funds rates at least through late 2014.” The net result was that general short-term interest rates lingered near historic low levels and the overall yield curve flattened.

One influence on longer-term rates was the FOMC’s Operation Twist, a program implemented in October 2011 and extended in June 2012 in which the Fed pledged to purchase $667 billion in longer maturity-dated U.S. Treasury securities while selling an equal amount of shorter maturity-dated U.S. Treasuries through December 2012. Further boosting prices (which move in the opposite direction of yields) was a flight to safety as investors weighed weakening global economic outlooks and sovereign debt uncertainties in Europe. 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 and a steadily expanding supply of U.S. Treasuries to finance the country’s deficit. Meanwhile, the downgrade, which followed a contentious struggle between legislators over the U.S. budget and deficit, will likely color 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 outstripped 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 remained elevated during the period, primarily due to volatility in Europe’s sovereign debt and financial markets. In the closing weeks of the fiscal year, however, accusations of LIBOR manipulation surfaced, casting an air of uncertainty over that part of the market.

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

5

Management Discussionof Fund Performance (Unaudited)

Agency issues, commercial paper, and repurchase agreements, particularly in the Fifth Third Treasury Money Market Fund and the Fifth Third Institutional Government Money Market Fund. Higher yields on floating 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.

Pursuant to the agreements between Fifth Third Funds and Federated Money Market Obligations Trust, the Fifth Third Money Market Funds were reorganized into comparable Federated Money Market Funds during the current quarter. We thank you for your confidence in us in the past.

Maturity Composition as of July 31, 2012

Weighted Average Maturity * #

	Days as of 7/31/12	Days as of 7/31/11
Fifth Third Prime Money Market	49	42
Fifth Third Institutional Money Market	45	46
Fifth Third Institutional Government Money Market	49	46
Fifth Third U.S. Treasury Money Market	51	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.

6

Management Discussionof Fund Performance (Unaudited)

Money Market Maturity Schedules (as of July 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	50.7%	51.1%	59.6%	64.0%
8 to 14 Days	2.6%	4.7%	3.2%	0.0%
15 to 30 Days	2.4%	1.8%	3.3%	4.0%
31 to 180 Days	38.3%	36.9%	28.0%	20.8%
181 to 365 Days	6.0%	5.5%	5.9%	11.2%
366 to 397 Days	0.0%	0.0%	0.0%	0.0%

* Based on next reset date.

7

Prime Money Market

Schedule of Investments

July 31, 2012

	Principal Amount		Value
Corporate Bonds (16.3%)
Commercial Banks Non-U.S. (3.1%)
Bank of Nova Scotia, 2.25%, 1/22/13	$	17,830,000	$	17,959,239
Westpac Banking Corp., 2.25%, 11/19/12		7,430,000		7,467,424
				25,426,663
Commercial Banks – Central U.S. (0.4%)
US Bank NA, Series FRN, 0.67%, 10/26/12 (a)		3,100,000		3,101,987
Commercial Banks – Eastern U.S. (0.8%)
Royal Bank of Canada, 0.54%, 9/12/12, (Next Reset: 8/1/12) (a)		7,000,000		7,000,000
Computer Services (0.8%)
IBM International Group Capital LLC, 5.05%, 10/22/12		3,750,000		3,788,887
International Business Machines Corp., 4.75%, 11/29/12		2,903,000		2,942,986
				6,731,873
Cosmetics & Toiletries (0.2%)
Procter & Gamble International Funding SCA, 1.38%, 8/1/12		2,007,000		2,007,000
Diversified Banks (0.6%)
JPMorgan Chase & Co., 5.38%, 10/1/12		5,000,000		5,040,379
Diversified Financial Services (2.9%)
General Electric Capital Corp., 5.25%, 10/19/12		10,000,000		10,093,974
General Electric Capital Corp., 2.80%, 1/8/13		6,913,000		6,978,606
General Electric Capital Corp., Series A, 5.45%, 1/15/13		7,000,000		7,147,262
				24,219,842
Diversified Manufacturing Operations (2.2%)
3M Co., 4.65%, 12/15/12		11,440,000		11,623,988
General Electric Co., 5.00%, 2/1/13		6,730,000		6,883,564
				18,507,552
Fiduciary Banks (1.8%)
Bank of New York Mellon Corp. (The), 4.95%, 11/1/12		8,625,000		8,717,622
Bank of New York Mellon Corp. (The), 4.50%, 4/1/13		6,310,000		6,480,727
				15,198,349
Finance-Investment Banker / Broker (1.7%)
Bear Stearns Cos. LLC (The), 6.95%, 8/10/12		13,700,000		13,720,937
Reinsurance (1.8%)
Berkshire Hathaway, Inc., 0.90%, 2/11/13, (Next Reset: 8/13/12) (a)		8,000,000		8,026,513
Berkshire Hathaway, Inc., 2.13%, 2/11/13		6,500,000		6,559,442
				14,585,955
Total Corporate Bonds				135,540,537

Continued

8

Prime Money Market

Schedule of Investments, continued

July 31, 2012

	Principal Amount		Value
U.S. Government Agencies (1.9%)
Federal Farm Credit Bank (1.2%)
0.23%, 10/19/12, (Next Reset: 8/1/12) (a)	$	10,000,000	$	9,999,563
Federal Home Loan Bank (0.7%)
1.75%, 12/14/12		6,025,000		6,058,784
Total U.S. Government Agencies				16,058,347
Certificates of Deposit (8.7%)
Commercial Banks (8.7%)
Bank of Montreal, 0.28%, 9/24/12		5,000,000		5,000,150
Bank of Montreal, 0.40%, 4/12/13		10,000,000		10,000,000
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		9,498,992
Canadian Imperial Bank of Commerce, 0.48%, 4/4/13, (Next Reset: 10/4/12) (a)		10,000,000		10,002,681
Royal Bank of Canada, 2.25%, 3/15/13		3,000,000		3,034,231
Toronto Dominion, 0.48%, 10/19/12 (a)		10,000,000		10,000,000
Toronto Dominion, 0.28%, 11/6/12		10,000,000		10,000,000
Toronto Dominion, 0.47%, 2/4/13, (Next Reset: 8/2/12) (a)		5,000,000		5,000,000
				72,536,054
Total Certificates of Deposit				72,536,054
Commercial Paper (21.9%)
Asset Backed Securities ** (b) (3.8%)
Chariot Funding LLC, 0.30%, 8/20/12		10,000,000		9,998,417
Chariot Funding LLC, 0.20%, 9/13/12		12,000,000		11,997,133
Old Line Funding LLC, 0.30%, 8/22/12		10,000,000		9,998,250
				31,993,800
Beverages-Non-alcoholic ** (b) (4.2%)
Coca-Cola Co. (The), 0.23%, 11/2/12		10,000,000		9,994,058
Coca-Cola Co. (The), 0.27%, 12/3/12		10,000,000		9,990,700
Coca-Cola Co. (The), 0.27%, 1/7/13		10,000,000		9,988,075
Coca-Cola Co. (The), 0.27%, 1/22/13		5,000,000		4,993,475
				34,966,308
Commercial Banks (1.4%)
Toronto Dominion Holding, 0.30%, 1/22/13 ** (b)		12,000,000		11,982,600
Commercial Banks Non-U.S. ** (b) (6.6%)
Commonwealth Bank of Australia, 0.25%, 9/17/12		10,000,000		9,996,736
Commonwealth Bank of Australia, 0.31%, 10/10/12		5,000,000		4,996,986
Commonwealth Bank of Australia, 0.33%, 10/23/12		10,000,000		9,992,622
National Australia Funding, 0.35%, 9/17/12		10,000,000		9,995,496
National Australia Funding, 0.31%, 10/2/12		5,000,000		4,997,374

Continued

9

Prime Money Market

Schedule of Investments, continued

July 31, 2012

	Principal Amount		Value
Commercial Paper, continued
Commercial Banks Non-U.S. ** (b), continued
Standard Chartered Bank, 0.31%, 10/10/12	$	10,000,000	$	9,993,972
Westpac Banking Corp., 0.46%, 8/3/12		5,000,000		4,999,875
				54,973,061
Fiduciary Banks ** (1.8%)
State Street Corp., 0.25%, 9/4/12		5,000,000		4,998,819
State Street Corp., 0.33%, 11/5/12		10,000,000		9,991,467
				14,990,286
Finance-Auto Loans ** (4.1%)
Toyota Motor Credit Corp., 0.20%, 8/1/12		10,000,000		10,000,000
Toyota Motor Credit Corp., 0.58%, 1/15/13		9,000,000		8,976,203
Toyota Motor Credit Corp., 0.54%, 2/6/13		10,000,000		9,972,175
Toyota Motor Credit Corp., 0.51%, 3/27/13		5,000,000		4,983,472
				33,931,850
Total Commercial Paper				182,837,905
Demand Notes (5.2%)
Brewery (0.1%)
New Belgium Brewing Co., Inc., Series 2000, 0.26%, 7/1/15, (LOC: Wells Fargo & Co.), (Next Reset: 8/2/12) (a)		595,000		595,000
Medical-Hospitals (a) (1.9%)
Hartford HealthCare Corp., Series C, 0.23%, 7/1/49, (LOC: Bank of America), (Next Reset: 8/1/12)		10,000,000		10,000,000
Orthopaedic Hospital of Wisconsin LLC, Series A, 0.23%, 3/1/39, (LOC: Marshall & Ilsley Bank), (Next Reset: 8/7/12)		6,065,000		6,065,000
				16,065,000
Non-Profit Charity (a) (1.1%)
First Church of God Vancouver, 1.18%, 4/1/15, (LOC: U.S. Bancorp), (Next Reset: 8/2/12)		465,000		465,000
World Wildlife Fund, 0.25%, 7/1/30, (LOC: JP Morgan, Inc.), (Next Reset: 8/2/12)		9,255,000		9,255,000
				9,720,000
Special Purpose Entity (a) (2.1%)
BJ Financing LLC, 0.23%, 12/1/37, (LOC: Marshall & Ilsley Bank), (Next Reset: 8/2/12)		8,960,000		8,960,000
Capital One Funding Corp., Series 01-C, 0.24%, 1/4/27, (LOC: JP Morgan, Inc.), (Next Reset: 8/2/12)		930,000		930,000
Metrodev Newark LLC, 0.24%, 7/1/33, (LOC: PNC Bank NA), (Next Reset: 8/2/12)		7,400,000		7,400,000
				17,290,000
Total Demand Notes				43,670,000

Continued

10

Prime Money Market

Schedule of Investments, continued

July 31, 2012

	Principal Amount		Value
Municipal Demand Notes (27.3%)
California (a) (2.1%)
City of Santa Rosa, Pension Obligation, Series A, 0.19%, 9/1/24, (LOC: U.S. Bancorp), (Next Reset: 8/1/12)	$	4,300,000	$	4,300,000
County of Riverside, CP, 0.19%, 11/1/20, (LOC: State Street Corp.), (Next Reset: 8/1/12)		5,200,000		5,200,000
Pollution Control Financing Authority, Athens Disposal Co. Project, Series A, AMT, 0.20%, 1/1/16, (LOC: Wells Fargo & Co.), (Next Reset: 8/1/12)		4,000,000		4,000,000
Statewide Communities Development Authority, Broadway Studios, 0.37%, 4/1/50, (LOC: FHLB), (Next Reset: 8/2/12)		2,300,000		2,300,000
Statewide Communities Development Authority, Park David Senior Apartments Project, Series D-T, 0.35%, 10/15/34, (LOC: FNMA), (Next Reset: 8/2/12)		1,455,000		1,455,000
				17,255,000
Colorado (a) (0.7%)
Housing & Finance Authority, Series A1, 0.24%, 11/1/30, (LOC: FNMA/FHLMC), (Next Reset: 8/1/12)		2,310,000		2,310,000
Housing & Finance Authority, Single Family Mortgage Bonds, Class I-B1, 0.18%, 5/1/38, (LOC: FNMA/FHLMC), (Next Reset: 8/1/12)		2,735,000		2,735,000
Pueblo Housing Authority, 0.26%, 12/1/18, (LOC: Wells Fargo & Co.), (Next Reset: 8/2/12)		1,060,000		1,060,000
				6,105,000
Delaware (0.6%)
County of New Castle, Adjustable Mode Airport Facility Revenue, 0.18%, 6/1/22, (LOC: FlightSafety International, Inc.), (Next Reset: 8/7/12) (a)		4,600,000		4,600,000
District of Columbia (0.1%)
District of Columbia, Pew Charitable Trusts, Series B, 0.20%, 4/1/38, (LOC: PNC Bank NA), (Next Reset: 8/2/12) (a)		590,000		590,000
Florida (0.6%)
Miami-Dade County Industrial Development Authority, Dolphin Stadium Project, 0.16%, 7/1/37, (LOC: TD Bank N.A.), (Next Reset: 8/2/12) (a)		5,000,000		5,000,000
Georgia (0.8%)
Paulding County Hospital Authority/GA, Series B, 0.13%, 4/1/43, (LOC: Northern Trust Corp.), (Next Reset: 8/2/12) (a)		6,875,000		6,875,000

Continued

11

Prime Money Market

Schedule of Investments, continued

July 31, 2012

	Principal Amount		Value
Municipal Demand Notes, continued Kansas (2.0%)
City of Wichita, Adjustable Mode Airport Facility Revenue, AMT, 0.18%, 11/1/23, (LOC: FlightSafety International, Inc.), (Next Reset: 8/2/12) (a)	$	16,575,000	$	16,575,000
Kentucky (a) (3.5%)
County of Boone Industrial Building Revenue, NKU-METS Project, 0.33%, 6/1/23, (LOC: U.S. Bancorp), (Next Reset: 8/2/12)		3,970,000		3,970,000
Louisville & Jefferson County Regional Airport Authority, 0.16%, 1/1/29, (LOC: United Parcel Service, Inc.), (Next Reset: 8/1/12)		25,600,000		25,600,000
				29,570,000
Maryland (0.9%)
Health & Higher Educational Facilities Authority, Adventist Healthcare, Series B, 0.18%, 1/1/35, (LOC: Deutsche Bank), (Next Reset: 8/2/12) (a)		7,460,000		7,460,000
Michigan (2.6%)
Finance Authority, School Loan, 0.19%, 9/1/50, (LOC: Bank of Montreal), (Next Reset: 8/7/12) (a)		22,000,000		21,999,830
Mississippi (a) (4.1%)
Business Finance Corp., 0.12%, 12/1/30, (LOC: Chevron U.S.A., Inc.), (Next Reset: 8/1/12)		10,000,000		10,000,000
Business Finance Corp., Series I, 0.16%, 11/1/35, (LOC: Chevron U.S.A., Inc.), (Next Reset: 8/1/12)		24,400,000		24,400,000
				34,400,000
New Hampshire (0.5%)
Health & Education Facilities Authority, 0.18%, 12/1/32, (LOC: Royal Bank of Canada), (Next Reset: 8/2/12) (a)		4,491,000		4,491,000
New York (a) (2.2%)
State Housing Finance Agency, Series A, 0.15%, 5/1/44, (LOC: Wells Fargo & Co.), (Next Reset: 8/1/12)		12,500,000		12,500,000
State Housing Finance Agency, Series B, 0.18%, 5/1/44, (LOC: Wells Fargo & Co.), (Next Reset: 8/1/12)		5,485,000		5,485,000
				17,985,000
Ohio (a) (2.6%)
City of Cleveland, Core City Fund, 0.18%, 12/1/33, (LOC: PNC Bank NA), (Next Reset: 8/1/12)		2,795,000		2,795,000
County of Butler, LifeSphere Project, 0.15%, 5/1/30, (LOC: U.S. Bancorp), (Next Reset: 8/2/12)		10,255,000		10,255,000

Continued

12

Prime Money Market

Schedule of Investments, continued

July 31, 2012

	Principal Amount		Value
Municipal Demand Notes, continued Ohio (a), continued
County of Hamilton, Hospital Facilities Revenue, Series A, 0.13%, 6/1/27, (LOC: Northern Trust Corp.), (Next Reset: 8/1/12)	$	8,800,000	$	8,800,000
				21,850,000
Pennsylvania (a) (0.7%)
Blair County Industrial Development Authority, Altoona-Blair County Development Corp., 0.20%, 10/1/28, (LOC: PNC Bank NA), (Next Reset: 8/2/12)		5,000,000		5,000,000
Economic Development Financing Authority, Delancey Corp. Project, Series C, 0.22%, 9/1/14, (LOC: PNC Bank NA), (Next Reset: 8/2/12)		630,000		630,000
				5,630,000
Texas (a) (2.0%)
Port of Port Arthur Navigation District, Fina Oil and Chemical Co. Project, AMT, 0.27%, 5/1/33, (LOC: Total SA), (Next Reset: 8/1/12)		9,025,000		9,025,000
State Veterans Housing Assistance Program, Series A, GO, AMT, 0.16%, 12/1/34, (LOC: Texas G.O. with State Street Liquidity Facility), (Next Reset: 8/1/12)		7,460,000		7,460,000
				16,485,000
Washington (a) (1.0%)
State Housing Finance Commission, Country Club Apartments, Series A, 0.19%, 8/1/32, (LOC: U.S. Bancorp), (Next Reset: 8/1/12)		5,620,000		5,620,000
State Housing Finance Commission, Monticello Park Project, Series B, 0.19%, 9/1/34, (LOC: FNMA), (Next Reset: 8/2/12)		3,100,000		3,100,000
				8,720,000
Wisconsin (0.3%)
City of Whitewater, HUSCO International, Inc. Project, AMT, 0.45%, 12/1/12, (LOC: JP Morgan, Inc.), (Next Reset: 8/1/12) (a)		2,300,000		2,300,000
Total Municipal Demand Notes				227,890,830
	Shares
Money Markets (c) (2.9%)
AIM STIT Liquid Assets Portfolio		23,560,163		23,560,163
Goldman Sachs Financial Square Prime Obligations Fund		105,073		105,073
Total Money Markets				23,665,236

Continued

13

Prime Money Market

Schedule of Investments, continued

July 31, 2012

	Principal Amount		Value
Repurchase Agreements (15.6%)
BMO Nesbitt Burns, 0.17%, dated 7/31/12, due 8/1/12, (Repurchase proceeds, $40,000,189, Collateralized by U.S. Treasury Securities, 1.13%-1.75%, 6/15/13 – 1/31/14, value $40,800,010)	$	40,000,000	$	40,000,000
Deutsche Bank, 0.18%, dated 7/31/12, due 8/1/12, (Repurchase proceeds, $20,000,100, Collateralized by Federal Farm Credit Bank and Fannie Mae, 2.00%-3.91%, 4/18/19 – 11/2/35, value $20,400,262)		20,000,000		20,000,000
Goldman Sachs, 0.16%, dated 7/31/12, due 8/1/12, (Repurchase proceeds, $15,000,067, Collateralized by Freddie Mac, 1.20%, 3/6/17, value $15,300,692)		15,000,000		15,000,000
Toronto Dominion, 0.14%, dated 7/31/12, due 8/1/12, (Repurchase proceeds, $40,000,156, Collateralized by U.S. Treasury Securities, 2.00%-2.38%, 1/15/25 – 1/15/26, value $40,800,140)		40,000,000		40,000,000
UBS Investment Bank, 0.16%, dated 7/31/12, due 8/1/12, (Repurchase proceeds, $15,471,069, Collateralized by Fannie Mae, 0.74%, 6/26/15, value $15,780,953)		15,471,000		15,471,000
Total Repurchase Agreements				130,471,000
Total Investments (Cost $832,669,909) † – 99.8%				832,669,909
Other assets in excess of liabilities – 0.2%				1,400,245
NET ASSETS – 100.0%			$	834,070,154

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 July 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.

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

14

Prime Money Market

Schedule of Investments, continued

July 31, 2012

At July 31, 2012, Prime Money Market’s investments were in the following countries:

Country
Australia	4.5	%
Canada	10.1	%
United Kingdom	1.2	%
United States	84.2	%
Total	100.0	%

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

15

Institutional Money Market

Schedule of Investments

July 31, 2012

	Principal Amount		Value
Corporate Bonds (16.7%)
Commercial Banks Non-U.S. (3.0%)
Bank of Nova Scotia, 2.25%, 1/22/13	$	32,000,000	$	32,244,261
Westpac Banking Corp., 2.25%, 11/19/12		16,728,000		16,819,029
				49,063,290
Commercial Banks – Central U.S. (0.4%)
US Bank NA, Series FRN, 0.67%, 10/26/12 (a)		6,500,000		6,504,167
Commercial Banks – Eastern U.S. (1.1%)
Royal Bank of Canada, 0.54%, 9/12/12, (Next Reset: 8/1/12) (a)		18,000,000		18,000,000
Computer Services (0.4%)
IBM International Group Capital LLC, 5.05%, 10/22/12		7,000,000		7,073,578
Diversified Banks (0.8%)
JPMorgan Chase & Co., 5.38%, 10/1/12		13,900,000		14,010,436
Diversified Financial Services (4.3%)
General Electric Capital Corp., 3.50%, 8/13/12		18,841,000		18,858,354
General Electric Capital Corp., 5.25%, 10/19/12		15,000,000		15,140,961
General Electric Capital Corp., 2.80%, 1/8/13		16,555,000		16,713,374
General Electric Capital Corp., Series A, 5.45%, 1/15/13		19,700,000		20,125,555
				70,838,244
Diversified Manufacturing Operations (0.4%)
General Electric Co., 5.00%, 2/1/13		7,000,000		7,155,829
Fiduciary Banks (1.6%)
Bank of New York Mellon Corp. (The), 4.95%, 11/1/12		12,500,000		12,633,116
Bank of New York Mellon Corp. (The), 4.50%, 4/1/13		14,000,000		14,378,999
				27,012,115
Finance-Investment Banker / Broker (1.9%)
Bear Stearns Cos. LLC (The), 6.95%, 8/10/12		31,599,000		31,647,261
Oil Company-Integrated (0.4%)
Shell International Finance BV, 1.88%, 3/25/13		7,500,000		7,573,332
Reinsurance (2.4%)
Berkshire Hathaway, Inc., 0.90%, 2/11/13, (Next Reset: 8/13/12) (a)		22,199,000		22,260,510
Berkshire Hathaway, Inc., 2.13%, 2/11/13		16,800,000		16,953,180
				39,213,690
Total Corporate Bonds				278,091,942

Continued

16

Institutional Money Market

Schedule of Investments, continued

July 31, 2012

	Principal Amount		Value
U.S. Government Agencies (2.3%)
Federal Farm Credit Bank (1.8%)
0.23%, 10/19/12, (Next Reset: 8/1/12) (a)	$	15,000,000	$	14,999,344
0.22%, 2/20/13, (Next Reset: 8/7/12)		15,000,000		14,995,041
				29,994,385
Freddie Mac (a) (0.5%)
0.28%, 10/12/12, (Next Reset: 8/1/12)		8,300,000		8,300,828
Total U.S. Government Agencies				38,295,213
Certificates of Deposit (8.6%)
Commercial Banks (8.6%)
Bank of Montreal, 0.28%, 9/24/12		15,000,000		15,000,449
Bank of Montreal, 0.40%, 4/12/13		15,000,000		15,000,000
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		14,998,409
Canadian Imperial Bank of Commerce, 0.48%, 4/4/13, (Next Reset: 10/4/12) (a)		25,000,000		25,006,704
Toronto Dominion, 0.48%, 10/19/12 (a)		15,000,000		15,000,000
Toronto Dominion, 0.28%, 11/6/12		14,000,000		14,000,000
Toronto Dominion, 0.47%, 2/4/13, (Next Reset: 8/2/12) (a)		19,500,000		19,500,000
				142,505,562
Total Certificates of Deposit				142,505,562
Commercial Paper (22.5%)
Asset Backed Securities ** (b) (1.8%)
Chariot Funding LLC, 0.30%, 8/20/12		15,000,000		14,997,625
Old Line Funding LLC, 0.30%, 8/22/12		15,000,000		14,997,375
				29,995,000
Beverages-Non-alcoholic ** (b) (3.5%)
Coca-Cola Co. (The), 0.23%, 11/2/12		10,000,000		9,994,058
Coca-Cola Co. (The), 0.30%, 11/7/12		11,150,000		11,140,894
Coca-Cola Co. (The), 0.27%, 12/3/12		7,050,000		7,043,444
Coca-Cola Co. (The), 0.27%, 1/7/13		15,000,000		14,982,112
Coca-Cola Co. (The), 0.27%, 1/22/13		15,000,000		14,980,425
				58,140,933
Commercial Banks (1.1%)
Toronto Dominion Holding, 0.30%, 1/22/13 ** (b)		17,250,000		17,224,988

Continued

17

Institutional Money Market

Schedule of Investments, continued

July 31, 2012

	Principal Amount		Value
Commercial Paper, continued
Commercial Banks Non-U.S. ** (b) (8.8%)
Commonwealth Bank of Australia, 0.25%, 9/17/12	$	15,000,000	$	14,995,104
Commonwealth Bank of Australia, 0.31%, 10/10/12		15,000,000		14,990,958
Commonwealth Bank of Australia, 0.33%, 10/23/12		18,700,000		18,686,204
National Australia Funding, 0.35%, 9/17/12		15,000,000		14,993,244
National Australia Funding, 0.31%, 10/2/12		20,000,000		19,989,494
National Australia Funding, 0.28%, 11/19/12		12,000,000		11,989,733
Standard Chartered Bank, 0.31%, 10/10/12		25,000,000		24,984,931
Westpac Banking Corp., 0.46%, 8/3/12		25,000,000		24,999,375
				145,629,043
Fiduciary Banks ** (2.8%)
State Street Corp., 0.25%, 9/4/12		15,000,000		14,996,458
State Street Corp., 0.30%, 9/4/12		14,500,000		14,495,892
State Street Corp., 0.33%, 11/5/12		17,500,000		17,485,067
				46,977,417
Finance-Auto Loans ** (4.2%)
Toyota Motor Credit Corp., 0.20%, 8/1/12		20,000,000		20,000,000
Toyota Motor Credit Corp., 0.58%, 1/15/13		20,000,000		19,947,117
Toyota Motor Credit Corp., 0.54%, 2/6/13		15,000,000		14,958,262
Toyota Motor Credit Corp., 0.51%, 3/27/13		15,000,000		14,950,417
				69,855,796
Schools (0.3%)
University of Michigan, 0.17%, 8/9/12		5,370,000		5,370,000
Total Commercial Paper				373,193,177
Demand Notes (3.8%)
Diversified Financial Services (a) (0.5%)
Boldt Healthcare Properties LLC, 0.23%, 10/1/43, (LOC: M & I Bank), (Next Reset: 8/7/12)		6,100,000		6,100,000
Madison Hotel Investors LLC, Series 05-A, 0.23%, 12/1/45, (LOC: M & I Bank), (Next Reset: 8/2/12)		2,100,000		2,100,000
				8,200,000
Medical-Hospitals (0.9%)
Hartford HealthCare Corp., Series C, 0.23%, 7/1/49, (LOC: Bank of America), (Next Reset: 8/1/12) (a)		15,000,000		15,000,000
Non-Profit Charity (0.7%)
World Wildlife Fund, 0.25%, 7/1/30, (LOC: JP Morgan, Inc.), (Next Reset: 8/2/12) (a)		11,845,000		11,845,000

Continued

18

Institutional Money Market

Schedule of Investments, continued

July 31, 2012

	Principal Amount		Value
Demand Notes, continued
Special Purpose Entity (a) (1.7%)
Corporate Finance Managers, Inc., Series B,0.21%, 2/2/43, (LOC: Wells Fargo & Co.), (Next Reset: 8/2/12)	$	9,765,000	$	9,765,000
Golf Gate Apartments, Series 2003, 0.21%, 9/1/28, (LOC: Wells Fargo & Co.), (Next Reset: 8/2/12)		7,295,000		7,295,000
Pershing Drive Associates L.P., 0.23%, 12/15/28, (LOC: Royal Bank of Canada), (Next Reset: 8/2/12)		10,460,000		10,460,000
				27,520,000
Total Demand Notes				62,565,000
Municipal Demand Notes (33.8%)
California (a) (1.3%)
City of Santa Rosa, Pension Obligation, Series A, 0.19%, 9/1/24, (LOC: U.S. Bancorp), (Next Reset: 8/1/12)		10,500,000		10,500,000
Housing Finance Agency, Housing Program, Series B, 0.17%, 8/1/36, (LOC: FNMA/FHLMC), (Next Reset: 8/1/12)		5,845,000		5,845,000
Kern Water Bank Authority, Series B, 0.21%, 7/1/28, (LOC: Wells Fargo & Co.), (Next Reset: 8/2/12)		3,286,000		3,286,000
Sacramento County Housing Authority, 0.20%,7/15/35, (LOC: U.S. Bancorp), (Next Reset: 8/2/12)		295,000		295,000
Statewide Communities Development Authority, Valley Palms Apartments, 0.18%, 5/15/35, (LOC: FNMA), (Next Reset: 8/2/12)		1,220,000		1,220,000
				21,146,000
Colorado (0.4%)
Housing & Finance Authority, Single Family Mortgage Bonds, Series B2, Class I, 0.18%, 11/1/33, (LOC: FNMA/FHLMC), (Next Reset: 8/1/12) (a)		6,425,000		6,425,000
Delaware (a) (2.0%)
County of New Castle, Adjustable Mode Airport Facility Revenue, 0.18%, 6/1/22, (LOC: FlightSafety International, Inc.), (Next Reset: 8/7/12)		27,480,000		27,480,000
County of New Castle, Adjustable Mode Airport Facility Revenue, 0.18%, 12/1/32, (LOC: FlightSafety International, Inc.), (Next Reset: 8/2/12)		5,185,000		5,185,000
				32,665,000
Florida (0.4%)
Jacksonville Economic Development Commission, Lee and Cates Glass, Inc. Project, 0.33%, 4/1/33, (LOC: Wells Fargo & Co.), (Next Reset: 8/2/12) (a)		6,130,000		6,130,000

Continued

19

Institutional Money Market

Schedule of Investments, continued

July 31, 2012

	Principal Amount		Value
Municipal Demand Notes, continued
Georgia (a) (0.3%)
Augusta Housing Authority, Westbury Creek Apartments, Series B, 0.38%, 5/15/33, (LOC: FNMA), (Next Reset: 8/1/12)	$	500,000	$	500,000
Richmond County Development Authority, Hoback Investments LLC Project, Series A, 0.28%, 7/1/31, (LOC: Branch Banking & Trust), (Next Reset: 8/2/12)		4,030,000		4,030,000
				4,530,000
Illinois (a) (2.3%)
City of Chicago, Chicago Midway Airport Revenue, Series A-2, 0.19%, 1/1/25, (LOC: JP Morgan, Inc.), (Next Reset: 8/1/12)		25,190,000		25,190,000
County of William, AMT, 0.16%, 4/1/26, (LOC: Exxon Mobil Corp.), (Next Reset: 8/1/12)		13,300,000		13,300,000
				38,490,000
Indiana (0.1%)
City of Indianapolis Development, Multi-Family Housing, Pedcor Investments, Series B, 0.50%, 11/1/36, (LOC: FHLB), (Next Reset: 8/2/12) (a)		928,000		928,000
Kentucky (a) (4.4%)
Louisville & Jefferson County Regional Airport Authority, 0.16%, 1/1/29, (LOC: United Parcel Service, Inc.), (Next Reset: 8/1/12)		30,000,000		30,000,000
Louisville & Jefferson County Regional Airport Authority, Series C, 0.15%, 1/1/29, (LOC: United Parcel Service, Inc.), (Next Reset: 8/1/12)		42,500,000		42,500,000
				72,500,000
Maryland (1.2%)
Health & Higher Educational Facilities Authority, Adventist Healthcare, Series B, 0.18%, 1/1/35, (LOC: Deutsche Bank), (Next Reset: 8/2/12) (a)		20,525,000		20,525,000
Michigan (a) (3.3%)
Charter Township of Ypsilanti, Capital Improvements, Series B, 0.30%, 4/1/19, (LOC: Comerica Bank), (Next Reset: 8/1/12)		2,280,000		2,280,000
Finance Authority, School Loan, 0.19%, 9/1/50, (LOC: Bank of Montreal), (Next Reset: 8/7/12)		6,000,000		6,000,000
Finance Authority, School Loan, 0.20%, 9/1/50, (LOC: PNC Bank NA), (Next Reset: 8/2/12)		25,000,000		25,000,000
University of Michigan, Series A, 0.12%, 4/1/38, (LOC: University of Michigan), (Next Reset: 8/1/12)		22,355,000		22,355,000
				55,635,000

Continued

20

Institutional Money Market

Schedule of Investments, continued

July 31, 2012

	Principal Amount		Value
Municipal Demand Notes, continued
Minnesota (a) (2.2%)
City of Saint Paul, Sales Tax Revenue, 0.21%, 11/1/25,  (LOC: U.S. Bancorp), (Next Reset: 8/2/12)	$	11,300,000	$	11,300,000
Office of Higher Education, Supplemental Student Loan, Series A, 0.18%, 12/1/43, (LOC: U.S. Bancorp), (Next Reset: 8/2/12)		25,600,000		25,600,000
				36,900,000
Mississippi (a) (3.8%)
Business Finance Corp., Chevron USA, Inc. Project, 0.12%, 12/1/30, (LOC: Chevron U.S.A., Inc.), (Next Reset: 8/1/12)		30,000,000		30,000,000
Business Finance Corp., Chevron USA, Inc. Project, Series I, 0.16%, 11/1/35, (LOC: Chevron U.S.A., Inc.),  (Next Reset: 8/1/12)		33,000,000		33,000,000
				63,000,000
New Hampshire (0.8%)
Health & Education Facilities Authority, 0.18%, 12/1/32,  (LOC: Royal Bank of Canada), (Next Reset: 8/2/12) (a)		13,472,000		13,472,000
New Jersey (0.7%)
Economic Development Authority, Thermal Energy Facilities, Marina Energy LLC Project, Series B, 0.28%, 9/1/21,  (LOC: JP Morgan, Inc.), (Next Reset: 8/2/12) (a)		12,500,000		12,500,000
New York (1.1%)
State Housing Finance Agency, Series A, 0.15%, 5/1/44,  (LOC: Wells Fargo & Co.), (Next Reset: 8/1/12) (a)		18,000,000		18,000,000
Ohio (a) (3.0%)
City of Cleveland, Airport System Revenue, Series B, 0.13%, 1/1/20, (LOC: U.S. Bancorp), (Next Reset: 8/2/12)		11,390,000		11,390,000
City of Cleveland, Core City Fund, 0.18%, 12/1/33,  (LOC: PNC Bank NA), (Next Reset: 8/1/12)		5,865,000		5,865,000
County of Hamilton, Hospital Facilities Revenue, Series A, 0.13%, 6/1/27, (LOC: Northern Trust Corp.), (Next Reset: 8/1/12)		32,100,000		32,100,000
				49,355,000
Pennsylvania (0.5%)
Blair County Industrial Development Authority, Altoona-Blair  County Development Corp., 0.20%, 10/1/28,  (LOC: PNC Bank NA), (Next Reset: 8/2/12) (a)		9,000,000		9,000,000
Tennessee (a) (0.8%)
Johnson City Health & Educational Facilities Board, Mountain States Health Alliance, Series B1, 0.21%, 7/1/33, (LOC: U.S. Bancorp), (Next Reset: 8/1/12)		3,265,000		3,265,000

Continued

21

Institutional Money Market

Schedule of Investments, continued

July 31, 2012

	Principal Amount		Value
Municipal Demand Notes, continued
Tennessee (a), continued
Johnson City Health & Educational Facilities Board, Mountain States Health Alliance, Series B2, 0.20%, 7/1/33, (LOC: PNC Bank NA), (Next Reset: 8/1/12)	$	9,570,000	$	9,570,000
				12,835,000
Texas (a) (4.3%)
Gulf Coast Waste Disposal Authority, Exxon Mobil Project, AMT, 0.15%, 12/1/25, (LOC: Exxon Mobil Corp.),  (Next Reset: 8/1/12)		25,000,000		25,000,000
Port of Port Arthur Navigation District, Fina Oil and  Chemical Co. Project, AMT, 0.27%, 5/1/33,  (LOC: Total SA), (Next Reset: 8/1/12)		5,500,000		5,500,000
State Veterans Housing Assistance Program, Series A, GO, AMT, 0.16%, 12/1/34, (LOC: Texas G.O. with State  Street Liquidity Facility), (Next Reset: 8/1/12)		25,775,000		25,775,000
State Veterans Housing Fund, Series A-2, GO, AMT, 0.17%, 12/1/29, (LOC: Wells Fargo & Co.), (Next Reset: 8/1/12)		14,700,000		14,700,000
				70,975,000
Washington (a) (0.1%)
State Housing Finance Commission, Granite Falls Retirement  Plaza, Series B, 0.22%, 10/1/27, (LOC: Wells Fargo & Co.),  (Next Reset: 8/2/12)		630,000		630,000
State Housing Finance Commission, Summer Ridge, Series B, 0.21%, 12/1/29, (LOC: U.S. Bancorp),  (Next Reset: 8/1/12)		175,000		175,000
State Housing Finance Commission, The Vintage at Everett  Senior Living Project, Series B, 0.19%, 1/15/38,  (LOC: FNMA), (Next Reset: 8/2/12)		750,000		750,000
				1,555,000
Wyoming (0.8%)
County of Sweetwater, Environmental Improvement, PacifiCorp Project, AMT, 0.19%, 11/1/25,  (LOC: Barclays Bank PLC), (Next Reset: 8/1/12) (a)		14,400,000		14,400,000
Total Municipal Demand Notes				560,966,000
	Shares
Money Markets (c) (4.0%)
AIM STIT Liquid Assets Portfolio		65,598,271		65,598,271
Goldman Sachs Financial Square Prime Obligations Fund		299,824		299,824
Total Money Markets				65,898,095

Continued

22

Institutional Money Market

Schedule of Investments, continued

July 31, 2012

	Principal Amount		Value
Repurchase Agreements (7.7%)
BMO Nesbitt Burns, 0.17%, dated 7/31/12, due 8/1/12,  (Repurchase proceeds, $60,000,283, Collateralized by  U.S. Treasury Security, 1.13%, 6/15/13, value $61,200,067)	$	60,000,000	$	60,000,000
Deutsche Bank, 0.18%, dated 7/31/12, due 8/1/12,  (Repurchase proceeds, $30,000,150, Collateralized by  Federal Home Loan Bank, 3.00%-5.38%, 6/24/13-5/15-19, value $30,601,610)		30,000,000		30,000,000
Goldman Sachs, 0.16%, dated 7/31/12, due 8/1/12,  (Repurchase proceeds, $10,000,044, Collateralized by  Federal National Mortgage Association, 1.13%, 6/14/17, value $10,200,603)		10,000,000		10,000,000
Toronto Dominion, 0.14%, dated 7/31/12, due 8/1/12,  (Repurchase proceeds, $10,000,039, Collateralized by  U.S. Treasury Security, 0.25%, 6/30/14, value $10,200,038)		10,000,000		10,000,000
UBS Investment Bank, 0.16%, dated 7/31/12, due 8/1/12,  (Repurchase proceeds, $17,544,078, Collateralized by  Federal National Mortgage Association, 0.74%, 6/26/15, value $17,895,234)		17,544,000		17,544,000
Total Repurchase Agreements				127,544,000
Total Investments (Cost $1,649,058,989) † – 99.4%				1,649,058,989
Other assets in excess of liabilities – 0.6%				9,943,622
NET ASSETS – 100.0%			$	1,659,002,611

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 July 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.
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

23

Institutional Money Market

Schedule of Investments, continued

July 31, 2012

At July 31, 2012, Institutional Money Market’s investments were in the following countries:

Country
Australia	5.5	%
Canada	9.8	%
Netherlands	0.5	%
United Kingdom	1.5	%
United States	82.7	%
Total	100.0	%

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

24

Institutional Government Money Market

Schedule of Investments

July 31, 2012

	Principal Amount		Value
U.S. Government Agencies (51.2%)
Fannie Mae (9.2%)
1.75%, 8/10/12	$	3,070,000	$	3,071,144
0.16%, 9/10/12 **		5,000,000		4,999,111
0.37%, 9/13/12, (Next Reset: 8/1/12) (a)		18,685,000		18,687,742
0.28%, 9/17/12, (Next Reset: 8/17/12) (a)		3,500,000		3,500,415
0.63%, 9/24/12		5,130,000		5,133,308
0.16%, 10/15/12 **		14,300,000		14,295,233
4.75%, 11/19/12		13,055,000		13,232,701
0.34%, 11/23/12, (Next Reset: 8/1/12) (a)		5,000,000		5,001,737
0.34%, 12/3/12, (Next Reset: 8/1/12) (a)		24,505,000		24,512,161
1.00%, 12/27/12		4,159,000		4,172,362
0.38%, 12/28/12		10,000,000		10,007,370
3.25%, 4/9/13		15,361,000		15,678,088
				122,291,372
Federal Farm Credit Bank (9.7%)
0.24%, 8/8/12, (Next Reset: 8/1/12) (a)		2,285,000		2,284,977
0.24%, 8/20/12, (Next Reset: 8/1/12) (a)		2,605,000		2,604,931
0.21%, 9/24/12, (Next Reset: 8/7/12) (a)		26,500,000		26,497,958
4.50%, 10/17/12		7,994,000		8,065,826
0.23%, 10/19/12, (Next Reset: 8/1/12) (a)		25,000,000		24,998,906
0.24%, 10/19/12, (Next Reset: 8/7/12) (a)		14,500,000		14,499,213
0.40%, 11/2/12		4,800,000		4,801,582
0.16%, 11/21/12 **		8,500,000		8,495,769
1.88%, 12/7/12		10,867,000		10,930,232
0.22%, 2/20/13, (Next Reset: 8/7/12) (a)		15,000,000		14,995,041
1.75%, 2/21/13		10,808,000		10,898,211
				129,072,646
Federal Home Loan Bank (14.6%)
0.11%, 8/22/12 **		17,860,000		17,858,854
0.88%, 8/22/12		17,955,000		17,962,387
1.75%, 8/22/12		2,345,000		2,347,053
2.00%, 9/14/12		6,265,000		6,278,575
5.00%, 9/14/12		2,160,000		2,172,485
4.63%, 10/10/12		3,025,000		3,050,642
1.76%, 11/5/12		2,200,000		2,209,192
0.16%, 11/7/12 **		15,000,000		14,993,467
0.16%, 11/9/12 **		16,020,000		16,012,880
4.50%, 11/15/12		5,650,000		5,719,714
1.63%, 11/21/12		9,115,000		9,154,681
1.75%, 12/14/12		36,865,000		37,074,041
1.50%, 1/16/13		19,355,000		19,472,724
0.30%, 1/18/13		13,000,000		13,001,404
0.38%, 1/29/13		3,300,000		3,302,625

Continued

25

Institutional Government Money Market

Schedule of Investments, continued

July 31, 2012

	Principal Amount		Value
U.S. Government Agencies, continued
Federal Home Loan Bank, continued
0.15%, 2/6/13	$	7,500,000	$	7,497,091
3.38%, 2/27/13		5,770,000		5,873,446
1.75%, 3/8/13		10,000,000		10,091,696
				194,072,957
Freddie Mac (15.1%)
0.21%, 8/10/12 (a)		1,600,000		1,600,001
0.17%, 8/13/12 **		10,000,000		9,999,433
2.13%, 9/21/12		2,375,000		2,381,434
0.28%, 10/12/12, (Next Reset: 8/1/12) (a)		21,175,000		21,175,549
0.12%, 11/13/12 **		15,000,000		14,994,800
0.52%, 11/26/12		25,700,000		25,728,741
0.38%, 11/30/12		17,890,000		17,902,126
0.16%, 12/10/12 **		10,000,000		9,994,178
4.13%, 12/21/12		5,575,000		5,659,875
0.17%, 12/31/12 **		15,000,000		14,989,550
0.33%, 1/10/13, (Next Reset: 8/1/12) (a)		18,395,000		18,403,240
0.19%, 1/14/13 **		10,263,000		10,254,009
4.50%, 1/15/13		26,383,000		26,898,702
0.17%, 2/13/13 **		15,000,000		14,986,117
1.72%, 4/11/13		3,740,000		3,777,996
1.63%, 4/15/13		2,125,000		2,145,627
				200,891,378
Straight-A Funding LLC ** (2.6%)
0.18%, 8/2/12		10,012,000		10,011,950
0.16%, 8/13/12		25,000,000		24,998,667
				35,010,617
Total U.S. Government Agencies				681,338,970
U.S. Treasury Obligations (0.8%)
U.S. Treasury Notes (0.8%)
0.38%, 8/31/12		10,000,000		10,001,807
Total U.S. Treasury Obligations				10,001,807
Repurchase Agreements (42.5%)
BMO Nesbitt Burns, 0.17%, dated 7/31/12, due 8/1/12, (Repurchase proceeds, $145,000,685, Collateralized by U.S. Treasury Security, 1.13%, 6/15/13, value $147,900,079)		145,000,000		145,000,000
Deutsche Bank, 0.18%, dated 7/31/12, due 8/1/12, (Repurchase proceeds, $145,000,725, Collateralized by U.S. Government Agency, 0.65%-1.00%, 9/23/13 – 11/7/14, value $147,900,002)		145,000,000		145,000,000

Continued

26

Institutional Government Money Market

Schedule of Investments, continued

July 31, 2012

	Principal Amount		Value
Repurchase Agreements, continued
Goldman Sachs, 0.16%, dated 7/31/12, due 8/1/12, (Repurchase proceeds, $75,000,333, Collateralized by Fannie Mae and Freddie Mac, 0.38%-0.75%, 10/30/13 – 1/25/16, value $76,500,393)	$	75,000,000	$	75,000,000
Toronto Dominion, 0.14%, dated 7/31/12, due 8/1/12, (Repurchase proceeds, $100,000,389, Collateralized by U.S. Treasury Securities, 0.00%-3.88%, 12/13/12 – 4/15/29, value $102,000,089)		100,000,000		100,000,000
UBS Investment Bank, 0.16%, dated 7/31/12, due 8/1/12, (Repurchase proceeds, $101,282,450, Collateralized by U.S. Government Agency, 0.74%-5.25%, 8/1/12 – 6/26/15, value $103,308,316)		101,282,000		101,282,000
Total Repurchase Agreements				566,282,000
Total Investments (Cost $1,257,622,777) † – 94.5%				1,257,622,777
Other assets in excess of liabilities – 5.5%				73,313,239
NET ASSETS – 100.0%			$	1,330,936,016

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 July 31, 2012.

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

27

U.S. Treasury Money Market

Schedule of Investments

July 31, 2012

	Principal Amount		Value
U.S. Treasury Bills ** (8.6%)
0.14%, 9/13/12	$	15,000,000	$	14,997,581
0.15%, 9/13/12		15,000,000		14,997,402
0.14%, 10/4/12		15,000,000		14,996,373
0.14%, 10/4/12		15,000,000		14,996,333
0.14%, 12/6/12		25,000,000		24,987,618
Total U.S. Treasury Bills				84,975,307
U.S. Treasury Notes (27.4%)
1.75%, 8/15/12		40,000,000		40,024,925
0.38%, 8/31/12		5,000,000		5,000,904
0.38%, 10/31/12		30,000,000		30,016,440
3.38%, 11/30/12		30,000,000		30,321,355
0.63%, 12/31/12		25,000,000		25,047,439
1.38%, 1/15/13		30,000,000		30,163,832
1.38%, 2/15/13		20,000,000		20,125,790
1.38%, 3/15/13		30,000,000		30,218,207
1.75%, 4/15/13		40,000,000		40,436,514
1.38%, 5/15/13		20,000,000		20,186,849
Total U.S. Treasury Notes				271,542,255
Repurchase Agreements (63.9%)
BMO Nesbitt Burns, 0.16%, dated 7/31/12, due 8/1/12, (Repurchase proceeds, $220,000,978, Collateralized by U.S. Treasury Securities, 0.25%-1.13%, 6/15/13-2/28/14, value $224,400,014)		220,000,000		220,000,000
Deutsche Bank, 0.17%, dated 7/31/12, due 8/1/12, (Repurchase proceeds, $160,000,756, Collateralized by U.S. Treasury Security, 0.25%, 1/15/15, value $163,200,027)		160,000,000		160,000,000
Toronto Dominion, 0.14%, dated 7/31/12, due 8/1/12, (Repurchase proceeds, $125,000,486, Collateralized by U.S. Treasury Security, 2.38%, 1/15/25, value $127,500,038)		125,000,000		125,000,000
UBS Investment Bank, 0.15%, dated 7/31/12, due 8/1/12, (Repurchase proceeds, $127,891,533, Collateralized by U.S. Treasury Security, 2.50%, 4/30/15, value $130,448,837)		127,891,000		127,891,000
Total Repurchase Agreements				632,891,000
Total Investments (Cost $989,408,562) † – 99.9%				989,408,562
Other assets in excess of liabilities – 0.1%				1,130,356
NET ASSETS – 100.0%			$	990,538,918

Notes to Schedule of Investments

**	Rate represents the effective yield at purchase.
†	Also represents cost for federal income tax purposes.

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

28

This page intentionally left blank.

29

Fifth Third Funds

Statements of Assets and Liabilities

July 31, 2012

	Prime Money Market
Assets:
Investments, at amortized cost and value	$	702,198,909
Repurchase agreements, at cost and value	��	130,471,000
Total Investments		832,669,909
Cash		981
Interest receivable		1,549,570
Receivable for investments sold		–
Receivable for Fund shares sold		129,427
Receivable from Advisor and affiliates		748,141
Prepaid expenses and other assets		20,550
Total Assets		835,118,578
Liabilities:
Distributions payable		3,912
Payable for investments purchased		4,586
Payable for Fund shares redeemed		74,179
Accrued expenses and other payables:
Distribution and administrative servicing fee		883,702
Other		82,045
Total Liabilities		1,048,424
Net Assets:
Paid-in Capital	$	834,661,180
Accumulated net investment income (loss)		2,707
Accumulated net realized gain (loss) from investment transactions		(593,733	)
Net Assets	$	834,070,154
Net Assets:
Institutional Shares	$	489,519,815
Class A Shares		344,270,408
Class B Shares		186,438
Class C Shares		93,493
Select Shares		NA
Preferred Shares		NA
Trust Shares		NA
Total	$	834,070,154
Shares of beneficial interest outstanding (unlimited number of shares authorized, no par value):
Institutional Shares		489,984,358
Class A Shares		344,580,149
Class B Shares		186,611
Class C Shares		93,567
Select Shares		NA
Preferred Shares		NA
Trust Shares		NA
Total		834,844,685
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.

30

Fifth Third Funds

Statements of Assets and Liabilities

July 31, 2012

Institutional Money Market			Institutional Government Money Market		U.S. Treasury Money Market
$	1,521,514,989		$	691,340,777	$	356,517,562
	127,544,000			566,282,000		632,891,000
	1,649,058,989			1,257,622,777		989,408,562
	276			435		158
	3,212,160			1,361,530		1,114,102
	7,060,367			71,518,142		–
	84,806			604,443		110,508
	117,980			387,450		380,784
	34,923			30,896		30,968
	1,659,569,501			1,331,525,673		991,045,082
	50,148			6,926		6,314
	8,537			–		–
	67,324			–		4,647
	357,248			513,144		437,642
	83,633			69,587		57,561
	566,890			589,657		506,164
$	1,661,390,132		$	1,330,911,364	$	990,509,579
	3,883			2,567		11,113
	(2,391,404	)		22,085		18,226
$	1,659,002,611		$	1,330,936,016	$	990,538,918
$	1,198,336,208		$	972,162,307	$	669,503,381
	NA		NA		NA
	NA		NA		NA
	NA		NA		NA
	192,415,271			38,437,208		10,102,694
	49,227,468			191,833,334		231,118,126
	219,023,664			128,503,167		79,814,717
$	1,659,002,611		$	1,330,936,016	$	990,538,918
	1,200,082,748			972,167,674		669,385,733
	NA		NA		NA
	NA		NA		NA
	NA		NA		NA
	192,687,277			38,437,387		10,100,531
	49,299,201			191,834,290		231,061,863
	219,338,156			128,503,795		79,800,381
	1,661,407,382			1,330,943,146		990,348,508
$	1.00		$	1.00	$	1.00

See notes to financial statements.

31

Fifth Third Funds

Statements of Operations

For the year ended July 31, 2012

	Prime Money Market
Investment Income:
Interest income	$	2,330,296
Dividend income		53,455
Total Income		2,383,751
Expenses:
Investment advisory fees		3,434,951
Administration fees		1,502,056
Distribution servicing fees – Class A Shares		884,966
Distribution servicing fees – Class B Shares		2,935
Distribution servicing fees – Class C Shares		633
Administrative servicing fees – Class C Shares		211
Administrative servicing fees – Select Shares		NA
Administrative servicing fees – Preferred Shares		NA
Administrative servicing fees – Trust Shares		NA
Accounting fees		212,479
Registration and filing fees		53,690
Transfer and dividend disbursing agent fees		81,688
Custody fees		33,343
Trustees’ fees and expenses		61,993
Professional fees		46,286
Printing expense		51,107
Other expenses		87,304
Total expenses		6,453,642
Less: Waiver and/or reimbursement from Advisor and/or affiliates		(3,267,336	)
Distribution/servicing fees waived		(888,744	)
Net Expenses		2,297,562
Net Investment Income		86,189
Net realized gains on investments		16,434
Change in net assets resulting from operations	$	102,623

See notes to financial statements.

32

Fifth Third Funds

Statements of Operations

For the year ended July 31, 2012

Institutional Money Market			Institutional Government Money Market			U.S. Treasury Money Market
$	5,370,181		$	2,587,048		$	1,432,822
	106,868			52			646
	5,477,049			2,587,100			1,433,468
	7,778,620			5,917,296			4,449,775
	3,401,243			2,587,425			1,945,643
	NA		NA			NA
	NA		NA			NA
	NA		NA			NA
	NA		NA			NA
	154,783			30,484			13,761
	81,698			441,692			383,936
	524,204			261,484			201,972
	331,217			281,196			241,247
	58,875			44,321			39,650
	113,761			83,627			64,345
	52,530			41,973			36,448
	154,516			111,888			84,540
	89,277			69,862			57,611
	–			–			–
	281,105			220,006			209,411
	13,021,829			10,091,254			7,728,339
	(8,177,576	)		(6,923,341	)		(5,806,795	)
	(487,075	)		(732,314	)		(599,650	)
	4,357,178			2,435,599			1,321,894
	1,119,871			151,501			111,574
	73,757			23,067			18,226
$	1,193,628		$	174,568		$	129,800

See notes to financial statements.

33

Fifth Third Funds

Statements of Changes in Net Assets

	Prime Money Market
	Year ended July 31, 2012			Year ended July 31, 2011
Change in Net Assets:
Operations:
Net investment income	$	86,189		$	91,405
Net realized gains on investment transactions		16,434			32,648
Payment by Affiliate *		–			650,000
Change in net assets resulting from operations		102,623			774,053
Distributions to shareholders from net investment income:
Institutional Shares		(51,924	)		(124,615	)
Class A Shares		(36,520	)		(104,602	)
Class B Shares		(30	)		(259	)
Class C Shares		(9	)		(55	)
Select Shares	NA			NA
Preferred Shares	NA			NA
Trust Shares	NA			NA
Change in net assets from Fund shareholder distributions		(88,483	)		(229,531	)
Change in net assets from fund share transactions		(25,805,237	)		(55,123,026	)
Change in net assets		(25,791,097	)		(54,578,504	)
Net Assets:
Beginning of period		859,861,251			914,439,755
End of period	$	834,070,154		$	859,861,251
Accumulated net investment income/(loss)	$	2,707		$	3,419

* See Note 4

See notes to financial statements.

34

Fifth Third Funds

Statements of Changes in Net Assets

Institutional Money Market						Institutional Government Money Market						U.S. Treasury Money Market
Year ended July 31, 2012			Year ended July 31, 2011			Year ended July 31, 2012			Year ended July 31, 2011			Year ended July 31, 2012			Year ended July 31, 2011
$	1,119,871		$	1,906,825		$	151,501		$	468,761		$	111,574		$	213,270
	73,757			177,882			23,067			15,774			18,226			6,336
	–			–			–			–			–			–
	1,193,628			2,084,707			174,568			484,535			129,800			219,606
	(1,066,560	)		(1,875,344	)		(109,271	)		(447,480	)		(76,092	)		(216,690	)
NA			NA			NA			NA			NA			NA
NA			NA			NA			NA			NA			NA
NA			NA			NA			NA			NA			NA
	(30,693	)		(39,726	)		(3,885	)		(8,952	)		(1,725	)		(758	)
	(5,576	)		(8,339	)		(30,128	)		(31,773	)		(25,659	)		(31,978	)
	(21,536	)		(26,234	)		(10,652	)		(14,117	)		(8,098	)		(10,635	)
	(1,124,365	)		(1,949,643	)		(153,936	)		(502,322	)		(111,574	)		(260,061	)
	(363,009,598	)		(1,250,871,005	)		(161,863,444	)		(589,178,442	)		(131,153,501	)		(298,150,737	)
	(362,940,335	)		(1,250,735,941	)		(161,842,812	)		(589,196,229	)		(131,135,275	)		(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
$	1,659,002,611		$	2,021,942,946		$	1,330,936,016		$	1,492,778,828		$	990,538,918		$	1,121,674,193
$	3,883		$	4,464		$	2,567		$	11,113		$	29,340		$	8,756

See notes to financial statements.

35

Fifth Third Funds

Statements of Changes in Net Assets, continued –

Fund Share Transactions

	Prime Money Market
	Year ended July 31, 2012			Year ended July 31, 2011
Share Transactions: *
Institutional Shares
Shares issued		830,774,073			949,465,712
Dividends reinvested		11,313			27,388
Shares redeemed		(832,857,039	)		(941,626,584	)
Total Institutional Shares		(2,071,653	)		7,866,516
Class A Shares
Shares issued		240,621,148			262,242,711
Dividends reinvested		36,340			104,478
Shares redeemed		(264,024,735	)		(324,701,504	)
Total Class A Shares		(23,367,247	)		(62,354,315	)
Class B Shares
Shares issued		21,271			92,132
Dividends reinvested		15			81
Shares redeemed		(399,341	)		(707,194	)
Total Class B Shares		(378,055	)		(614,981	)
Class C Shares
Shares issued		53,651			331,931
Dividends reinvested		3			39
Shares redeemed		(41,936	)		(347,895	)
Total Class C Shares		11,718			(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

* Share transactions are at a Net Asset Value of $1.00 per share.

See notes to financial statements.

36

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
Year ended July 31, 2012			Year ended July 31, 2011			Year ended July 31, 2012			Year ended July 31, 2011			Year ended July 31, 2012			Year ended July 31, 2011
	5,778,570,372			10,005,681,172			3,413,441,734			6,159,709,474			2,016,960,951			2,919,416,252
	393,528			826,875			34,195			131,479			17,340			64,865
	(6,139,994,579	)		(11,274,071,754	)		(3,515,641,617	)		(6,739,982,764	)		(2,139,348,471	)		(3,272,270,407	)
	(361,030,679	)		(1,267,563,707	)		(102,165,688	)		(580,141,811	)		(122,370,180	)		(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
	1,756,962,515			1,280,392,595			76,572,593			687,222,679			288,657,059			4,808,446
	16,380			19,593			1,992			6,161			195			284
	(1,759,924,383	)		(1,189,303,590	)		(79,242,755	)		(703,923,874	)		(281,382,164	)		(11,181,356	)
	(2,945,488	)		91,108,598			(2,668,170	)		(16,695,034	)		7,275,090			(6,372,626	)
	331,865,443			506,659,185			1,385,636,046			1,379,684,972			573,598,095			761,590,089
	4,620			6,693			22,660			19,660			13,298			12,847
	(333,682,976	)		(579,350,180	)		(1,477,893,305	)		(1,333,259,704	)		(601,304,329	)		(690,941,994	)
	(1,812,913	)		(72,684,302	)		(92,234,599	)		46,444,928			(27,692,936	)		70,660,942
	339,585,174			248,820,015			262,505,558			220,455,087			335,721,212			389,498,992
	2,282			2,922			2,615			2,083			–			–
	(336,807,974	)		(250,554,531	)		(227,303,160	)		(259,243,695	)		(324,086,687	)		(399,148,755	)
	2,779,482			(1,731,594	)		35,205,013			(38,786,525	)		11,634,525			(9,649,763	)

See notes to financial statements.

37

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
Year ended 7/31/12		$	1.00	–	^Δ	–	^	–	^
Year ended 7/31/11		$	1.00	–	^Δ	–	^	–	^
Year ended 7/31/10		$	1.00	–	^Δ	–	^	–	^
Year ended 7/31/09		$	1.00	0.01	Δ	–	^	(0.01	)
Year ended 7/31/08		$	1.00	0.04	Δ	–	^	(0.04	)
Prime Money Market
Class A Shares
Year ended 7/31/12		$	1.00	–	^Δ	–	^	–	^
Year ended 7/31/11		$	1.00	–	^Δ	–	^	–	^
Year ended 7/31/10		$	1.00	–	^Δ	–	^	–	^
Year ended 7/31/09		$	1.00	0.01	Δ	–	^	(0.01	)
Year ended 7/31/08		$	1.00	0.03	Δ	–	^	(0.03	)
Prime Money Market
Class B Shares
Year ended 7/31/12		$	1.00	–	^Δ	–	^	–	^
Year ended 7/31/11		$	1.00	–	^Δ	–	^	–	^
Year ended 7/31/10		$	1.00	–	^Δ	–	^	–	^
Year ended 7/31/09		$	1.00	0.01	Δ	–	^	(0.01	)
Year ended 7/31/08		$	1.00	0.03	Δ	–	^	(0.03	)
Prime Money Market
Class C Shares
Year ended 7/31/12		$	1.00	–	^Δ	–	^	–	^
Year ended 7/31/11		$	1.00	–	^Δ	–	^	–	^
Year ended 7/31/10		$	1.00	–	^Δ	–	^	–	^
Year ended 7/31/09		$	1.00	0.01	Δ	–	^	(0.01	)
Year ended 7/31/08		$	1.00	0.03	Δ	–	^	(0.03	)

See notes to financial highlights and notes to financial statements.

38

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	%		$	489,520	0.65	%	0.27	%†	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		0.01	%		$	344,270	0.90	%	0.27	%†	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		0.01	%		$	186	1.65	%	0.27	%†	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		0.01	%		$	94	1.65	%	0.27	%†	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	%

See notes to financial highlights and notes to financial statements.

39

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

Year ended 7/31/12

$

1.00

–

^Δ

–

^

–

^

Year ended 7/31/11

$

1.00

–

^Δ

–

^

–

^

Year ended 7/31/10

$

1.00

–

^Δ

–

^

–

^

Year ended 7/31/09

$

1.00

0.01

Δ

–

^

(0.01

)

Year ended 7/31/08

$

1.00

0.04

Δ

–

^

(0.04

)

Institutional Money Market

Select Shares

Year ended 7/31/12

$

1.00

–

^Δ

–

^

–

^

Year ended 7/31/11

$

1.00

–

^Δ

–

^

–

^

Year ended 7/31/10

$

1.00

–

^Δ

–

^

–

^

Year ended 7/31/09

$

1.00

0.01

Δ

–

^

(0.01

)

Year ended 7/31/08

$

1.00

0.04

Δ

–

^

(0.04

)

Institutional Money Market

Preferred Shares

Year ended 7/31/12

$

1.00

–

^Δ

–

^

–

^

Year ended 7/31/11

$

1.00

–

^Δ

–

^

–

^

Year ended 7/31/10

$

1.00

–

^Δ

–

^

–

^

Year ended 7/31/09

$

1.00

0.01

Δ

–

^

(0.01

)

Year ended 7/31/08

$

1.00

0.04

Δ

–

^

(0.04

)

Institutional Money Market

Trust Shares

Year ended 7/31/12

$

1.00

–

^Δ

–

^

–

^

Year ended 7/31/11

$

1.00

–

^Δ

–

^

–

^

Year ended 7/31/10

$

1.00

–

^Δ

–

^

–

^

Year ended 7/31/09

$

1.00

0.01

Δ

–

^

(0.01

)

Year ended 7/31/08

$

1.00

0.04

Δ

–

^

(0.04

)

See notes to financial highlights and notes to financial statements.

40

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		0.07	%		$	1,198,336		0.63	%		0.21	%†		0.07	%
$	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		0.02	%		$	192,415		0.71	%		0.27	%†		0.02	%
$	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		0.01	%		$	49,228		0.78	%		0.27	%†		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		0.01	%		$	219,024		0.88	%		0.27	%†		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	%

See notes to financial highlights and notes to financial statements.

41

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

Year ended 7/31/12

$

1.00

–

^Δ

–

^

–

^

Year ended 7/31/11

$

1.00

–

^Δ

–

^

–

^

Year ended 7/31/10

$

1.00

–

^Δ

–

^

–

^

Year ended 7/31/09

$

1.00

0.01

Δ

–

^

(0.01

)

Year ended 7/31/08

$

1.00

0.04

Δ

–

^

(0.04

)

Institutional Government Money Market

Select Shares

Year ended 7/31/12

$

1.00

–

^Δ

–

^

–

^

Year ended 7/31/11

$

1.00

–

^Δ

–

^

–

^

Year ended 7/31/10

$

1.00

–

^Δ

–

^

–

^

Year ended 7/31/09

$

1.00

0.01

Δ

–

^

(0.01

)

Year ended 7/31/08

$

1.00

0.04

Δ

–

^

(0.04

)

Institutional Government Money Market

Preferred Shares

Year ended 7/31/12

$

1.00

–

^Δ

–

^

–

^

Year ended 7/31/11

$

1.00

–

^Δ

–

^

–

^

Year ended 7/31/10

$

1.00

–

^Δ

–

^

–

^

Year ended 7/31/09

$

1.00

0.01

Δ

–

^

(0.01

)

Year ended 7/31/08

$

1.00

0.03

Δ

–

^

(0.03

)

Institutional Government Money Market

Trust Shares

Year ended 7/31/12

$

1.00

–

^Δ

–

^

–

^

Year ended 7/31/11

$

1.00

–

^Δ

–

^

–

^

Year ended 7/31/10

$

1.00

–

^Δ

–

^

–

^

Year ended 7/31/09

$

1.00

0.01

Δ

–

^

(0.01

)

Year ended 7/31/08

$

1.00

0.03

Δ

–

^

(0.03

)

See notes to financial highlights and notes to financial statements.

42

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	%	$	972,162		0.63	%		0.16	%†		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		0.01	%	$	38,437		0.71	%		0.17	%†		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		0.01	%	$	191,834		0.78	%		0.17	%†		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		0.01	%	$	128,503		0.88	%		0.17	%†		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	%

See notes to financial highlights and notes to financial statements.

43

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

Year ended 7/31/12

$

1.00

–

^Δ

–

^

–

^

Year ended 7/31/11

$

1.00

–

^Δ

–

^

–

^

Year ended 7/31/10

$

1.00

–

^Δ

–

^

–

^

Year ended 7/31/09

$

1.00

0.01

Δ

–

^

(0.01

)

Year ended 7/31/08

$

1.00

0.03

Δ

–

^

(0.03

)

U.S. Treasury Money Market

Select Shares

Year ended 7/31/12

$

1.00

–

^Δ

–

^

–

^

Year ended 7/31/11

$

1.00

–

^Δ

–

^

–

^

Year ended 7/31/10

$

1.00

–

^Δ

–

^

–

^

Year ended 7/31/09

$

1.00

–

^Δ

–

^

–

^

Year ended 7/31/08

$

1.00

0.03

Δ

–

^

(0.03

)

U.S. Treasury Money Market

Preferred Shares

Year ended 7/31/12

$

1.00

–

^Δ

–

^

–

^

Year ended 7/31/11

$

1.00

–

^Δ

–

^

–

^

Year ended 7/31/10

$

1.00

–

^Δ

–

^

–

^

Year ended 7/31/09

$

1.00

–

^Δ

–

^

–

^

Year ended 7/31/08

$

1.00

0.03

Δ

–

^

(0.03

)

U.S. Treasury Money Market

Trust Shares

Year ended 7/31/12

$

1.00

–

^Δ

–

^

–

^

Year ended 7/31/11

$

1.00

–

^Δ

–

^

–

^

Year ended 7/31/10

$

1.00

–

^Δ

–

^

–

^

Year ended 7/31/09

$

1.00

–

^Δ

–

^

–

^

Year ended 7/31/08

$

1.00

0.03

Δ

–

^

(0.03

)

See notes to financial highlights and notes to financial statements.

44

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	%	$	669,503		0.64	%		0.12	%†		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		0.01	%	$	10,103		0.72	%		0.12	%†		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		0.01	%	$	231,118		0.79	%		0.12	%†		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		0.01	%	$	79,815		0.89	%		0.12	%†		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	%

See notes to financial highlights and notes to financial statements.

45

Fifth Third Funds

Notes to Financial Highlights

(a)	Before waivers and reimbursements.
(b)	Net of waivers and reimbursements.
^	Amount is less than $0.005.
∆	Average shares method used in calculation.
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 (see Note 4):

	Year ended 7/31/2012	Year ended 7/31/2011	Year ended 7/31/2010	Year ended 7/31/2009
Prime Money Market
Institutional Shares	0.27%	0.26%	0.17%	–
Class A Shares	0.52%	0.51%	0.42%	0.02%
Class B Shares	1.27%	1.25%	1.15%	0.29%
Class C Shares	1.27%	1.25%	1.10%	0.27%
Institutional Money Market
Institutional Shares	–^	–^	–^	–
Select Shares	0.02%	0.02%	–^	–
Preferred Shares	0.09%	0.07%	0.03%	–
Trust Shares	0.19%	0.18%	0.12%	–^
Institutional Government Money Market
Institutional Shares	0.05%	0.02%	–^	–
Select Shares	0.12%	0.08%	0.03%	–
Preferred Shares	0.20%	0.15%	0.08%	0.01%
Trust Shares	0.29%	0.24%	0.19%	0.01%
U.S. Treasury Money Market
Institutional Shares	0.09%	0.04%	0.02%	–
Select Shares	0.17%	0.10%	0.09%	–^
Preferred Shares	0.24%	0.19%	0.17%	0.01%
Trust Shares	0.34%	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.

46

Fifth Third Funds

Notes to Financial Statements

July 31, 2012

(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 separate investment portfolios.

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.

As of April 5, 2012, Fifth Third Asset Management, Inc. (“FTAM” or the “Advisor”) and Fifth Third Financial Corporation have agreed to sell their interest in management of the Fifth Third Funds. In connection with the sale, FTAM proposed to the Trust’s Board of Trustees that the Fifth Third money market funds be reorganized into certain existing money market funds (“Federated Money Market Funds”) managed by Federated Investment Management Company.

On April 4, 2012, the Board of Trustees of the Fifth Third Funds approved Agreements and Plans of Reorganization (the “Plans”) on behalf of the Prime Money Market, Institutional Money Market, Institutional Government Money Market and U.S. Treasury Money Market (each an “Acquired Fund”

47

Fifth Third Funds

Notes to Financial Statements, continued

July 31, 2012

and together, the “Acquired Funds”). Pursuant to the Plans, each Acquired Fund’s assets would be transferred to a corresponding Federated Money Market Fund advised by Federated Investment Management Company and shareholders in each Acquired Fund would become shareholders in the corresponding Federated Money Market Fund (each, an “Acquiring Fund” and together, the “Acquiring Funds”). The proposed reorganizations are as follows:

Acquired Funds, each a series of Fifth Third Funds	Acquiring Funds, each a series of Money Market Obligations Trust
Prime Money Market	Federated Prime Value Obligations Fund
Class A Shares	Service Shares
Class B Shares	Service Shares
Class C Shares	Service Shares
Institutional Shares	Service Shares
Institutional Money Market	Federated Prime Cash Obligations Fund
Institutional Shares	Institutional Shares
Select Shares	Institutional Shares
Preferred Shares	Capital Shares
Trust Shares	Service Shares
Institutional Government Money	Federated Government Obligations Fund
Institutional Shares	Institutional Shares
Select Shares	Institutional Shares
Preferred Shares	Capital Shares
Trust Shares	Service Shares
U.S. Treasury Money Market	Federated Treasury Obligations Fund
Institutional Shares	Institutional Shares
Select Shares	Institutional Shares
Preferred Shares	Capital Shares
Trust Shares	Service Shares

The Plans were submitted to the shareholders of each Acquired Fund for approval at a special meeting held on September 5, 2012. Only those shareholders of record of the Acquired Fund as of the close of business on the record date July 9, 2012 were entitled to vote on the proposed reorganization. Such shareholders were mailed information detailing the proposed reorganization and providing further information about the Acquiring Fund. The reorganizations were effective on September 10, 2012. The exchanges were done on a tax-free basis, which means that no gain or loss was recognized directly as a result of the reorganization by either an Acquired Fund or its shareholders.

48

Fifth Third Funds

Notes to Financial Statements, continued

July 31, 2012

(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 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 10.

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 the accrual basis and includes, where applicable, amortization of premium or accretion of discount. Dividend or capital gain distributions from investment company securities are recorded on 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.

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 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

49

Fifth Third Funds

Notes to Financial Statements, continued

July 31, 2012

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. Accordingly, at July 31, 2012, reclassifications were recorded as follows:

	Increase (Decrease) Accumulated Net Investment Income (Loss)		Increase (Decrease) Accumulated Net Realized Gain (Loss)		Increase (Decrease) Paid-in-Capital
Prime Money Market	$	1,582	$	–	$	(1,582	)
Institutional Money Market		3,913		–		(3,913	)
Institutional Government Money Market		2,934		–		(2,934	)
U.S. Treasury Money Market		2,357		–		(2,357	)

(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 FTAM 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. 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

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. The advisory agreement between the Funds and the Advisor provides for an annual fee equal to 0.40% of each Fund’s average daily net assets. The Advisor may voluntarily choose to waive any portion of its fee. The Advisor can modify or terminate the voluntary waiver at any time at its sole discretion.

50

Fifth Third Funds

Notes to Financial Statements, continued

July 31, 2012

For the twelve months ended July 31, 2012, the Advisor voluntarily waived the following fees:

Fund	Advisor Fee Waiver
Prime Money Market	$	1,049,347
Institutional Money Market		5,833,965
Institutional Government Money Market		4,437,972
U.S. Treasury Money Market		3,480,488

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

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 twelve months ended July 31, 2012, FTAM voluntarily waived the following administration fees:

Fund	Administration Fee Waiver
Prime Money Market	$	1,502,056
Institutional Money Market		2,343,604
Institutional Government Money Market		2,485,369
U.S. Treasury Money Market		1,945,643

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

51

Fifth Third Funds

Notes to Financial Statements, continued

July 31, 2012

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:

	Class Expense Limitation *																					Reimbursement Recoverable **
Fund	Institutional			A			B			C			Select			Preferred			Trust
Prime Money  Market		0.54	%		0.79	%		1.54	%		1.54	%		NA			NA			NA		$	927,569
Institutional  Money  Market		0.21	%		NA			NA			NA			0.29	%		0.36	%		0.46	%	$	8,177,569
Institutional  Government  Money Market		0.21	%		NA			NA			NA			0.29	%		0.36	%		0.46	%	$	6,251,140
U.S. Treasury  Money Market		0.21	%		NA			NA			NA			0.29	%		0.36	%		0.46	%	$	4,792,640

*	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 July 31, 2012.

The dollar amounts of the other contractual expense reimbursements, excluding accounting and administration waivers discussed separately in this Note, were $715,932 for Prime Money Market and $380,660 for U.S. Treasury Money Market for the year ended July 31, 2012.

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

52

Fifth Third Funds

Notes to Financial Statements, continued

July 31, 2012

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, Prime Money Market will compensate the Distributor from the net assets of the Fund’s Class A, Class B and Class C shares to finance activities intended to result in the sales of the Fund’s shares. The Plan provides that Prime Money Market 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	%

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 $888,533 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 twelve months ended July 31, 2011, FTAM earned $9,504 in CDSC fees from the Trust. Effective July 1, 2012 FTAM is the Class B advance commission finance agent. For the month ended July 31, 2012, FTAM earned $848 in CDSC fees from the Trust. Affiliates of FTAM earned reallowed 12b-1 distribution/servicing fees as well as administrative servicing fees (see below) of $1,041,886 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

53

Fifth Third Funds

Notes to Financial Statements, continued

July 31, 2012

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.

For the twelve months ended July 31, 2012, the Distributor waived the following administrative servicing fees:

Fund	Administrative Servicing Fee Waiver
Prime Money Market	$	211
Institutional Money Market		487,075
Institutional Government Money Market		732,314
U.S. Treasury Money Market		599,650

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 $370,000 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 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 year ended July 31, 2012, the fees were $29,790. The fees were allocated to each Fund based on actual expenses incurred by the Fund.

Payments by Affiliates – 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,

54

Fifth Third Funds

Notes to Financial Statements, continued

July 31, 2012

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.

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 fiscal year ended July 31, 2012.

(6) 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, 2012, 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

55

Fifth Third Funds

Notes to Financial Statements, continued

July 31, 2012

the Funds’ U.S. tax returns filed for the fiscal years from 2009-2011, 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, 2012 and 2011 was as follows:

	Ordinary Income Distributions
	July 31, 2012		July 31, 2011
Prime Money Market	$	88,483	$	229,531
Institutional Money Market		1,124,365		1,949,643
Institutional Government Money Market		153,936		502,322
U.S. Treasury Money Market		111,574		260,061

As of July 31, 2012, the components of accumulated earnings/(deficit) on a tax basis were as follows:

	Undistributed Ordinary Income		Accumulated Capital and Other Losses			Total Accumulated Earnings/ (Deficit)
Prime Money Market	$	2,707	$	(593,733	)	$	(591,026	)
Institutional Money Market		3,883		(2,391,404	)		(2,387,521	)
Institutional Government Money Market		24,650		–			24,650
U.S. Treasury Money Market		29,339		–			29,339

As of July 31, 2012, 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
	2014		2015		2016		2017		2018		2019		Total
Prime Money Market	$	75,881	$	–	$	–	$	100,645	$	9,872	$	407,335	$	593,733
Institutional Money Market		–		–		–		8,671		25,057		2,357,676	$	2,391,404

56

Fifth Third Funds

Notes to Financial Statements, continued

July 31, 2012

Under the recently enacted Regulated Investment Company Modernization Act of 2010, capital losses incurred by the Funds 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.

During the year ended July 31, 2012, the Funds used capital loss carryforwards in the following amounts:

	Amount Used
Prime Money Market	$	16,434
Institutional Money Market		73,757
Institutional Government Money Market		981

(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 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

As of July 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:

Fund	Number of   Accounts	% of Shares Outstanding
Prime Money Market	2		86.59	%
Institutional Money Market	3		68.79	%
Institutional Government Money Market	3		77.94	%
U.S. Treasury Money Market	3		71.17	%

57

Fifth Third Funds

Notes to Financial Statements, continued

July 31, 2012

Affiliated Shareholders

As of July 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	% of Affiliated
Fund	Accounts	Shareholders
Prime Money Market	1		45.88	%
Institutional Money Market	2		51.38	%
Institutional Government Money Market	1		44.90	%
U.S. Treasury Money Market	1		48.74	%

(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.

(10) 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.

58

Fifth Third Funds

Notes to Financial Statements, continued

July 31, 2012

● 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.

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.

(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.

59

Fifth Third Funds

Notes to Financial Statements, continued

July 31, 2012

The following is a summary of the fair value hierarchy according to the inputs used as of July 31, 2012 in valuing the Funds’ assets and liabilities:

	Fair Value Measurement at 7/31/2012 using
	Quoted Prices in Active Markets for Identical Investments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Value at 7/31/12
Prime Money Market
Assets
Corporate Bonds	$	–	$	135,540,537	$	–	$	135,540,537
U.S. Government Agencies		–		16,058,347		–		16,058,347
Certificates of Deposit		–		72,536,054		–		72,536,054
Commercial Paper		–		182,837,905		–		182,837,905
Demand Notes		–		43,670,000		–		43,670,000
Municipal Demand Notes		–		227,890,830		–		227,890,830
Money Markets		23,665,236		–		–		23,665,236
Repurchase Agreements		–		130,471,000		–		130,471,000
Total	$	23,665,236	$	809,004,673	$	–	$	832,669,909
Institutional Money Market
Assets
Corporate Bonds	$	–	$	278,091,942	$	–	$	278,091,942
U.S. Government Agencies		–		38,295,213		–		38,295,213
Certificates of Deposit		–		142,505,562		–		142,505,562
Commercial Paper		–		373,193,177		–		373,193,177
Demand Notes		–		62,565,000		–		62,565,000
Municipal Demand Notes		–		560,966,000		–		560,966,000
Money Markets		65,898,095		–		–		65,898,095
Repurchase Agreements		–		127,544,000		–		127,544,000
Total	$	65,898,095	$	1,583,160,894	$	–	$	1,649,058,989
Institutional Government Money Market
Assets
U.S. Government Agencies	$	–	$	681,338,970	$	–	$	681,338,970
U.S. Treasury Obligations		–		10,001,807		–		10,001,807
Repurchase Agreements		��		566,282,000		–		566,282,000
Total	$	–	$	1,257,622,777	$	–	$	1,257,622,777
U.S. Treasury Money Market
Assets
U.S. Treasury Bills	$	–	$	84,975,307		–	$	84,975,307
U.S. Treasury Notes		–		271,542,255		–		271,542,255
Repurchase Agreements		–		632,891,000		–		632,891,000
Total	$	–	$	989,408,562	$	–	$	989,408,562

60

Fifth Third Funds

Notes to Financial Statements, continued

July 31, 2012

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 July 31, 2012.

(12) Subsequent Event

On September 5, 2012, shareholders approved the reorganization of the Fifth Third Money Market Funds into comparable Federated Money Market Funds. Pursuant to this agreement, the Advisors affiliate contributed $2,298,682 to the Institutional Money Market Fund and $539,906 to the Prime Money Market Fund for accumulated losses. These contributions were completed on September 5, 2012.

61

Report of Independent

Registered Public Accounting Firm

To the Board of Trustees and Shareholders of Fifth Third Funds:

In our opinion, the accompanying statements of assets and liabilities, including the schedules of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fifth Third Prime Money Market Fund, Fifth Third Institutional Money Market Fund, Fifth Third Institutional Government Money Market Fund and Fifth Third U.S. Treasury Money Market Fund (four series of Fifth Third Funds, hereafter referred to as the “Funds”) at July 31, 2012, the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Funds’ management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at July 31, 2012 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Kansas City, Missouri

September 6, 2012

62

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 February 1, 2012 through July 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 extraordinary expenses and interest expense.)

63

Fifth Third Funds

Supplemental Information (Unaudited), continued

		Beginning Account Value 2/1/12	Ending Account Value 7/31/12	Expense Paid During Period * 2/1/12– 7/31/12	Expense Ratio During Period 2/1/12– 7/31/12
Prime	Institutional Shares	$1,000.00	$1,000.00	$1.44	0.29	%
Money Market	Class A Shares	1,000.00	1,000.00	1.44	0.29	%
	Class B Shares	1,000.00	1,000.00	1.44	0.29	%
	Class C Shares	1,000.00	1,000.00	1.44	0.29	%
Institutional	Institutional Shares	1,000.00	1,000.50	1.04	0.21	%
Money Market	Select Shares	1,000.00	1,000.10	1.39	0.28	%
	Preferred Shares	1,000.00	1,000.00	1.49	0.30	%
	Trust Shares	1,000.00	1,000.00	1.49	0.30	%
Institutional	Institutional Shares	1,000.00	1,000.10	0.90	0.18	%
Government	Select Shares	1,000.00	1,000.00	0.90	0.18	%
Money Market	Preferred Shares	1,000.00	1,000.00	0.90	0.18	%
	Trust Shares	1,000.00	1,000.00	0.90	0.18	%
U.S. Treasury	Institutional Shares	1,000.00	1,000.00	0.70	0.14	%
Money Market	Select Shares	1,000.00	1,000.00	0.70	0.14	%
	Preferred Shares	1,000.00	1,000.00	0.70	0.14	%
	Trust Shares	1,000.00	1,000.00	0.70	0.14	%

* 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.

64

Fifth Third Funds

Supplemental Information (Unaudited), continued

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.

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.)

65

Fifth Third Funds

Supplemental Information (Unaudited), continued

		Beginning Account Value 2/1/12	Ending Account Value 7/31/12	Expense Paid During Period * 2/1/12– 7/31/12	Expense Ratio During Period 2/1/12– 7/31/12
Prime	Institutional Shares	$1,000.00	$1,023.42	$1.46	0.29	%
Money Market	Class A Shares	1,000.00	$1,023.42	$1.46	0.29	%
	Class B Shares	1,000.00	$1,023.42	$1.46	0.29	%
	Class C Shares	1,000.00	$1,023.42	$1.46	0.29	%
Institutional	Institutional Shares	1,000.00	1,023.82	1.06	0.21	%
Money Market	Select Shares	1,000.00	1,023.47	1.41	0.28	%
	Preferred Shares	1,000.00	1,023.37	1.51	0.30	%
	Trust Shares	1,000.00	1,023.37	1.51	0.30	%
Institutional	Institutional Shares	1,000.00	1,023.97	0.91	0.18	%
Government	Select Shares	1,000.00	1,023.97	0.91	0.18	%
Money Market	Preferred Shares	1,000.00	1,023.97	0.91	0.18	%
	Trust Shares	1,000.00	1,023.97	0.91	0.18	%
U.S. Treasury	Institutional Shares	1,000.00	1,024.17	0.70	0.14	%
Money Market	Select Shares	1,000.00	1,024.17	0.70	0.14	%
	Preferred Shares	1,000.00	1,024.17	0.70	0.14	%
	Trust Shares	1,000.00	1,024.17	0.70	0.14	%

* 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.

66

This page intentionally left blank.

67

Fifth Third Funds

Supplemental Information (Unaudited), continued

FIFTH THIRD FUNDS MANAGEMENT ^

The Trustees and Officers of the Funds, their age, the position they hold with the Funds, their term of office and length of time served, a description of their principal occupations during the past five years, the number of portfolios in the fund complex that the Trustee oversees and any other directorships held by the Trustee are listed in the two tables immediately following. The business address of the persons listed below is 38 Fountain Square Plaza, Cincinnati, Ohio 45202.

Independent Trustees

Name and Age	Position(s) Held with the Funds	Term of Office and Length of Time Served1	Principal Occupation(s) During the Past 5 Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
Edward Burke Carey Age: 67	Chairman – Board of Trustees	January 1989–Present	Carey Realty Investments, Inc. (real estate development and consulting), President, 1990–Present.	20	Canisius College – Trustee.
David J. Durham Age: 67	Trustee	June 2001–Present	Chairman of Clipper Products, Inc., a wholesale distributor, 2005–Present. Chairman of Norris Products Corp., a wholesale distributor, 2005–Present. President and Chief Executive Officer of Clipper Products, Inc., 1997–Present.	20	None

 ^ Additional disclosure can be found in the Statement of Additional Information, which can be obtained by calling 1-800-282-5706.

68

Name and Age	Position(s) Held with the Funds	Term of Office and Length of Time Served1	Principal Occupation(s) During the Past 5 Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
J. Joseph Hale Jr. Age: 62	Trustee	March 2001–Present	Consultant, Duke Energy, July 2010–Present. President and CEO of MediLux Health Care, April 2008–March 2010. EVP and Managing Director, DHR International (executive recruiter), April 2007–2008. President, Cinergy Foundation, November 2001–March 2006.	20	Trustee for Hanover College, The Egan Maritime Institute, The Sconset Chapel, The Sconset Trust, The March of Dimes. The Community Foundation for Nantucket
John E. Jaymont Age: 67	Trustee	October 2001–Present	Business Development Director, Printing Industries of Ohio/North Kentucky (printing industry association), Feb. 2002–Present.	20	None
David J. Gruber Age: 48	Trustee	December 2003–Present	President, DJG Financial Consulting (accounting and finance consultant), June 2007–Present. Resources Global Professionals, Project Professional, December 2004–June 2007.	20	CASA of Delaware County

Interested Trustee

Name and Age	Position(s) Held with the Funds	Term of Office and Length of Time Served1	Principal Occupation(s) During the Past 5 Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
E. Keith Wirtz2 Age: 52	President and Trustee	President, April 2007– Present. Trustee March 2010–Present	President, Fifth Third Asset Management, Inc., 2003–Present.	20	None

69

Fifth Third Funds

Supplemental Information (Unaudited), continued

Officers

Name and Age	Position(s) Held with the Funds	Term of Office and Length of Time Served1	Principal Occupation(s) During the Past 5 Years
Matthew A. Ebersbach Age: 42	Vice President	March 2006–Present	Vice President of Fifth Third Bank since 2001. Registered representative of FTAM Funds Distributor, Inc.
Richard B. Ille Age: 47	Vice President	April 2007–Present	Managing Director, Products and Marketing, Fifth Third Asset Management, Inc., 2001–Present. Registered representative of FTAM Funds Distributor, Inc.
James A. Mautino Age: 44	Anti-Money Laundering and Chief Compliance	February 2007–Present	Vice President and Chief Compliance Officer, Fifth Third Asset Management, Inc., August 2005–Present.
Shannon King Age: 40	Treasurer	March 2008–Present	Vice President, Fifth Third Asset Management, Inc., September 2007– Present. Assistant Vice President and Capital Markets Derivative Manager, Fifth Third Bank, 2005–2007. Registered representative of FTAM Funds Distributor Inc.
Julie Tedesco Age: 54	Secretary	June 2011–Present	Senior Vice President and Counsel, State Street Bank and Trust Company (a Massachusetts trust company), 2000–Present.
Tracy Kaufman Age: 53	Assistant Treasurer	June 2007–Present	Assistant Vice President, State Street Bank and Trust Company (a Massachusetts trust company), 1986–Present.
Francine S. Hayes Age: 44	Assistant Secretary	June 2007–Present	Vice President and Counsel, State Street Bank and Trust Company (a Massachusetts trust company), 2004–Present.

1.	Each Trustee serves until the election and qualification of a successor, or until death, resignation, retirement or removal as provided in the Trust’s Amended and Restated Declaration of Trust. Retirement occurs on the last day of the fiscal year in which the Trustee’s 73rd birthday occurs. The Trust’s Officers are elected annually by the Trustees.
2.	Mr. Wirtz is an interested Trustee of the Trust due to his position with the Advisor.

70

This page intentionally left blank.

71

This page intentionally left blank.

72

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

Item 2.          Code of Ethics.

As of the end of the period covered by this report, the registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party (the “Code of Ethics”).

There have been no amendments to the Code of Ethics since it was last filed.  The Code of Ethics is attached hereto as Exhibit 12(a)(1).

There have been no waivers granted by the registrant to individuals covered by the Code of Ethics during the period covered by this report on Form N-CSR.

Item 3.          Audit Committee Financial Expert.

The Board of Trustees of the registrant has determined that it has one audit committee financial expert serving on the registrant’s Audit Committee that possess the attributes identified in Item 3(b) of Form N-CSR.  The name of the audit committee financial expert is David J. Gruber and Mr. Gruber is “independent” as that term is defined in Item 3(a)(2) of Form N-CSR.

An “audit committee financial expert” is not an “expert” for any purpose, including for purposes of Section 11 of the Securities Act of 1933, as a result of being designated as an “audit committee financial expert.”  Further, the designation of a person as an “audit committee financial expert” does not mean that the person has any greater duties, obligations, or liability than those imposed on the person without the “audit committee financial expert” designation.  Similarly, the designation of a person as an “audit committee financial expert” does not affect the duties, obligations, or liability of any other member of the Audit Committee or Board of Trustees.

Item 4.          Principal Accountant Fees and Services.

(a)       Audit Fees

The aggregate fees billed for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or services normally provided in connection with statutory and regulatory filings and engagements for the last two fiscal years ended July 31, 2011 and July 31, 2012 were $319,624 and $355,559, respectively.

(b)       Audit Related Fees

The registrant was not billed any fees by the principal accountant for the fiscal year ended July 31, 2011 or July 31, 2012 for assurance and related services that were reasonably related to the performance of the audit of the registrant’s financial statements and not otherwise included under paragraph (a) of this Item 4.

 (c)      Tax Fees

The aggregate fees billed for professional services rendered by the principal accountant for tax compliance, tax advice and tax planning in the form of preparation of excise filings and income tax returns for the last two fiscal years ended July 31, 2011 and July 31, 2012 were $83,548 and $111,832, respectively.

(d)       All Other Fees

The aggregate fees billed for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item for the last two fiscal years ended July 31, 2011 and July 31, 2012 were $0 and $0, respectively.

(e)       Pre-Approval Policies and Procedures

(1)      Audit and Non-Audit Services Pre-Approval Policies and Procedures

            I.        Purpose

Under the Sarbanes-Oxley act of 2002 (the “Act”), the audit committee (the “Committee”) of the Board of Trustees of Fifth Third Funds (the “Trust”) is responsible for the appointment, compensation and oversight of the work of the Trust’s independent auditor.  As part of this responsibility, the Committee is required to grant approval for audit and non-audit services performed by the independent auditor for the Trust in order assure that they do not impair the auditor’s independence from the Trust.  To implement these provisions of the Act, the Securities and Exchange Commission (the “SEC”) has issued rules specifying the types of services that the Trust’s independent auditor may not provide to the Trust, as well as the committee’s administration of the engagement of the independent auditor.  Under these rules, the SEC has provided that a permissible approval of audit and non-audit services can take the form of either (i) an express approval of a particular engagement, or (ii) a pre-approval (where a specific type of service is authorized, generally subject to a fee maximum).  The latter types of approvals are authorized by SEC rules only subject to detailed policies and procedures.  Accordingly, the Committee has adopted these audit and non-audit services pre-approval policies and procedures, which set forth the procedures and the conditions pursuant to which services for the Trust may be performed by the independent auditor under pre-approvals.

II.      General Pre-Approval Policies

It is the policy of the committee that audit and non-audit services to be performed by the Trust’s independent auditor be pre-approved only when in the best interests of the Trust’s shareholders and fully consistent with applicable law and, particularly, the maintenance of the auditor’s independence. In granting any pre-approval, consideration shall be given to:

1. The qualifications of the auditor to perform the services involved;

2. The proposed costs (which may be presented as an estimate or based on professional time charges subject to a ceiling) of the services and the reasonableness thereof;

3. The permissibility of the services under applicable rules and guidance of the SEC;

4. The effect, if any, of the performance of the proposed services on the auditor’s independence;

5. The effect of the compensation for the proposed services on the auditor’s independence; and

6. The effect, if any, of the proposed services on the Trust’s ability to manage or control risk or to improve audit quality.

While non-audit services may include reviewing and/or validating procedures or work products of the Trust, they may not include the production or modification of such procedures or work products. While non-audit services may include market research and strategic insights, such services shall be limited to factual reports and shall not include recommendations.  No pre-approval shall be made in a manner that would constitute a delegation to the Trust’s management.

           III.     Procedures for Pre-Approval by the Committee

1. Requests for pre-approval shall be in writing and may be made by either the independent auditors or by management of the Trust.

2. All requests for pre-approval shall be made to the full Committee at regularly scheduled meetings thereof (or at a special meeting of the Committee set to coincide with regular meetings of the Trust’s Board of Trustees) whenever practicable.

3. Under normal circumstances, requests for pre-approval should be presented at least 14 days prior (and in no event later than 48 hours prior) to the proposed commencement of the engagement.

4. If consideration of a request for pre-approval on the dates identified in Section III (2) would not be timely, the requesting party shall notify the Committee’s chairman.  The Committee’s chairman shall then determine whether to schedule a special meeting of the Committee (which may be conducted telephonically) on an alternative date or whether the request may appropriately be presented to a delegate of the Committee under procedures set forth in Section IV below.

5. Requests for pre-approval may include, but are not limited to, the following services:

                      A.Audit engagement, particularly for interim periods;

                      B.Preparation of fund tax returns;

C.Review and consents with respect to use of reports in post-effective amendments to the registration statements of the Trust;

                      D.Review of its shareholder materials;

                      E.Review and validation of fund procedures (e.g., valuation, interfund lending, etc.), and

                      F.Market research and strategic insights.

6. Requests for pre-approval should identify the nature of the services to be provided in a manner sufficiently specific to allow evaluation of the considerations identified above in Section II.

7. Requests for pre-approval must include an assessment by the independent auditor of their independence should the request be granted and the proposed services rendered.

8. The Committee’s action on a request for pre-approval shall be recorded in the Committee’s minutes.

9. The Committee’s action on a request for pre-approval shall be communicated in writing to the independent auditor and, under normal circumstances, a copy of this communication shall be provided to the Trust’s management.

10. The Committee’s action on a request for pre-approval shall be reported to the full board of Trustees.

11. Pre-approvals will be granted for a period of no more than one year.

IV. Procedures for Pre-Approval by a Delegate of the Committee

1. Where it has been determined by the Committee’s chairman that consideration of a request for pre-approval by the full Committee would not be timely, the chairman may determine that the request be presented to a member(s) of the Committee appointed by the Committee as its delegate (the “delegate”) for this purpose. (as of the date of the adoption of these guidelines and procedures, John E. Jaymont has been so appointed, and such appointment may be revoked or modified by the Committee at any time.)

2. Requests for pre-approval shall be in writing and may be made by either the independent auditors or by management of the Trust.

3. Under normal circumstances, requests for pre-approval should be presented at least 14 days prior (and in no event later than 48 hours prior) to the proposed commencement of the engagement.

4. Requests for pre-approval may include, but are not limited to, the following services:

a.      Audit engagement, particularly for interim periods;

b.      Preparation of fund tax returns;

c.      Review and consents with respect to use of reports in post-effective amendments to the registration statements of the Trust;

d.      Review of its shareholder materials;

e.      Review and validation of fund procedures (e.g., valuation, interfund lending, etc.); and

f.       Market research and strategic insights.

5. Requests for pre-approval should identify the nature of the services to be provided in a manner sufficiently specific to allow evaluation of the considerations identified above in Section II.

6. Requests for pre-approval must include an assessment by the independent auditor of their independence should the request be granted and the proposed services rendered.

7. The delegate’s action on a request for pre-approval shall be communicated in writing to the independent auditor, with a copy to each other member of the Committee and, under normal circumstances, to the Trust’s management.

8. Pre-approvals by the delegate shall be reviewed by the Committee at a meeting held no later than the next scheduled meeting of the Board of Trustees or the Committee, whichever occurs sooner.  An earlier review shall be conducted upon the written request of one or more Committee members addressed to the Committee’s Chairman.

9. Pre-approvals by the delegate may be modified or revoked by the Committee, but will not absolve the Trust of its responsibility to compensate the independent auditor for services rendered prior to such modification or revocation.

10. The results of the Committee’s review of the delegate’s action on a request for pre-approval shall be recorded in the Committee’s minutes and reported to the full board of Trustees.

11. Pre-approvals will be granted by the delegate for a period of no more than one year.

V. Procedures for Monitoring Engagements Authorized under Pre-Approval Procedures

The independent auditor shall inform the Committee in writing upon the Commencement of services rendered under a pre-approval. The independent auditor shall thereafter provide the Committee with written quarterly progress reports within one month of the close of each calendar quarter detailing the work done and fees and other charges incurred during said calendar quarter. Should fees and expenses exceed those specified in a pre-approval (or appear likely to do so prior to completion of the work), the independent auditor or management shall so apprise the Committee and an additional express approval or pre-approval must be obtained.

VI. Amendment

These policies and procedures may be amended or revoked at any time by the Committee and shall be reviewed at least annually in conjunction with review of the Audit Committee charter.

(2)    None, or 0% of services relating to the Audit-Related Fees, Tax Fees and All Other Fees disclosed above were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f)     No disclosures are required by this Item 4(f).

(g)    The aggregate non-audit fees billed for the fiscal year ended July 31, 2011 and July 31, 2012 for services rendered by the principal accountant to the registrant were $83,548 and $111,832, respectively.

The aggregate non-audit fees billed for the fiscal year ended July 31, 2011 and July 31, 2012 for services rendered by the principal accountant to the investment adviser were $0 and $0, respectively.

(h)    The Audit Committee has considered that the provision of non-audit services that were rendered to the registrant’s investment adviser (not including any subadviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing

services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.

Item 5.          Audit Committee of Listed Registrants.

Not applicable to this registrant.

Item 6.          Schedule of Investments.

(a)       A Schedule of Investments is included as a part of the reports to shareholders filed under Item 1 of this Form N-CSR.

(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.

There were no material changes to the procedures by which shareholders may recommend nominees to the registrant’s Board of Trustees since the registrant last disclosed its procedures pursuant to Item 22(b)(15) of Schedule 14A or this Item.

Item 11.        Controls and Procedures.

(a)       The registrant’s principal executive officer and principal financial officer have concluded based on their evaluation of the registrant’s disclosure controls and procedures as conducted within 90 days of the filing date of this report, that 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 Securities and Exchange Commission’s rules and forms.

(b)       There was no change in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940, as amended) 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)   The Code of Ethics is attached hereto.

(a)(2)   The certifications required by Rule 30a-2(a) of the Investment Company Act of 1940, as amended, are attached hereto.

(a)(3)   Not applicable.

(b)       The certifications required by Rule 30a-2(b) of the Investment Company Act of 1940, as amended, 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:  September 13, 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:  September 13, 2012

/s/ Shannon King

Shannon King

Treasurer

(Principal Financial and Accounting Officer)

Date:  September 13, 2012