N-CSR 1 e78686.htm

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

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-5669
_________________________________________

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

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

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

(Name and Address of Agent for Service)


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

Date of fiscal year end: July 31

Date of reporting period: January 31, 2011

Item 1. Report to Stockholders.

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

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

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

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

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

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

Fifth Third Funds, like all mutual funds:

• are NOT FDIC insured

• have no bank guarantee

• may lose value

TABLE OF CONTENTS

Economic Outlook and Commentary Section		1

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

Glossary of Terms		24

Schedules of Investments		27

Notes to Schedules of Investments		77

Statements of Assets and Liabilities		80

Statements of Operations		84

Statements of Changes in Net Assets		88

Statement of Cash Flows		105

Financial Highlights		106

Notes to Financial Highlights		128

Notes to Financial Statements		129

Supplemental Information		152

Our Message to You

Equities rallied boldly throughout much of the past six months, fueled in part by impressive gains in corporate earnings. This bolstered many investors’ portfolios and eased the discomfort resulting from sagging fixed income investments. As participants in the vibrant market activity, Fifth Third Funds shareholders widely enjoyed positive returns during the period.

Within the stock market, results reported during the six-month period ended January 31, 2011, included:

•	A 17.93% advance for the S&P 500® Index¹ of large cap stocks.

•	A 22.49% advance for the S&P 400® Index¹ of mid cap stocks.

•	A 20.01% advance for the S&P 600® Index¹ of small cap stocks.

•	A 16.10% advance for the MSCI EAFE Index¹ of international stocks.

In short, 2010 was quite an eventful year.

In the third and fourth quarters alone, the listing of notable events is long: We witnessed a mid-term election and political shift that reverberated throughout the country; U.S. companies continued to register extraordinary improvements in earnings and balance sheets; WikiLeaks news stories dominated the headlines globally; and economic signs indicated that better times may be ahead.

Within the capital markets during the six-month period ended January 31, 2011, stocks surged almost unabated from late August on, led by lower-quality and higher-risk stocks, especially within the small and mid cap arenas. The increasingly positive economic sentiment sparked demand for cyclical stocks, and growth names generally outperformed value holdings. On the international front, the fervor over European sovereign debt problems cooled, which led to an increased appetite for global equities, along with surging demand for commodities.

Within the fixed income asset class, interest rates (which move in the opposite direction of prices) rose along much of the yield curve, which diminished returns on bonds. Default scares punished municipal bonds even further, but previously out of favor securities, such as those tied to mortgages, posted decent gains as yield-seeking investors waded back into corners of the market that had been all but neglected since 2008. High yield bonds enjoyed a similar boost, but cash returns continued to wallow at miniscule levels as the U.S. Federal Reserve kept its Federal Funds Rate, which anchors money market funds, in a range of 0.0% to 0.25%.

To put an exclamation point on its accommodative philosophy, the Fed also rolled out a second round of quantitative easing (QE2), in which it agreed to purchase up to $600 billion worth of government debt through June 2011. Although many saw this development as a catalyst, we saw it as another reminder that yields on U.S. Treasury securities really have only one direction to go by the end of this year: up.

From a broad economic perspective, however, the economy continued to show improvement throughout the period, albeit at a subdued pace. Policy risk factors dominated our thinking in 2010 and will likely remain on our radar screen in the coming year. Yet in late December, investors received some good news when Congress approved the extension of many of the Bush-era tax cuts.

Feeling better about the macroeconomic landscape, I’m also proud to report that the family of Fifth Third Funds performed well through 2010 and into the first weeks of 2011. Although an adherence to higher-quality investments hindered results in some cases, our portfolio managers’ nimble actions reinforced the benefits of active asset management. Furthermore, given the low-quality nature of the market’s rally through the second half of 2010, we like the prospects for high-quality securities going forward.

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

Average growth in the U.S. gross domestic product (GDP). Amid continued weakness in the housing sector, a dreary employment picture, and extended commitments to debt-reduction, we have grown accustomed to lackluster economic growth in this recovery. Buoyed by the government’s tax relief efforts, however, we’re anticipating a 3.00% growth rate in the GDP—along the lines of its historical average.

Extended job market challenges. Structural complications in the employment market and a lack of a kick-start from the good, but not great, GDP growth rate will leave the unemployment rate mired above 9% for much of 2011.

A banner year for stocks. Corporate fundamentals such as revenue and earnings expanded at historic clips in 2010, and we expect profits to advance another 10% during 2011. Meanwhile, we expect stock prices to outpace earnings per share during the coming year, with the S&P 500® Index roaring nearly 20% higher. Increased merger and acquisition activity could supply an additional jolt to the upward momentum.

Fundamentally sound growth stocks poised to rally. Stocks spent much of 2010 influenced by macro forces, and the resulting volatility suggested a lack of conviction in any one theme. Moving into 2011, an emphasis on sound fundamentals and identifying sectors that have been trading below normal potential—including Energy, Financials, and Information Technology—will complement our focus on higher-quality investments.

Higher rates on the horizon. Given the unsatisfactory condition of the U.S. labor market, it’s unlikely that the Fed will pull back on its stimulative efforts until the recovery finds better footing. Yet with the Fed’s balancing act between growth and future inflation risks, investors should be preparing for some tightening moves once QE2 ends in June. Which means tread carefully in the bond market.

A mixed inflationary outlook. Slow growth and the absence of wage pressures will help keep core inflation at bay during 2011. Longer-term, the picture is unsettling, and we’ll be watching for signs of change in the coming quarters. Commodity inflation, on the other hand, will likely be a hot theme as robust economic growth in emerging economies, especially across Asia, will add significantly to demand for oil, paper, metals, and other input materials.

The European Union’s (EU) survival rests on Germany. Sovereign debt woes in Europe will continue to flare up in 2011, stoking questions over the viability of the euro and the very existence of the EU. As the region’s largest—and most successful—economy, Germany and its taxpayers may be asked to shoulder much of the financial burden carried by its EU colleagues.

California dreaming. As bad news swept through the municipal bond market in late 2010, many suggested that California was essentially insolvent. Yet we believe the election of Jerry Brown—a social liberal but a fiscal conservative—as governor could launch the state down a path of fiscal recovery. And a healthy California is important for a healthy U.S.

We certainly appreciated the market’s advances over the past six months, especially on the equity front, and we’re optimistic about 2011. But it’s also important to remember that investments rarely move in a straight line and a concentrated bet represents a concentrated risk. By incorporating Fifth Third Funds into a well-diversified investment plan, I believe you’re investing in high-quality, fundamentally sound stocks and bonds that will position your portfolio well for gains into the future.

Thank you for your confidence in Fifth Third Funds.

E. Keith Wirtz, CFA
President and Chief Investment Officer
Fifth Third Asset Management, Inc.


	¹Terms and Definitions

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

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

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

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

The above indices do not reflect the deduction of fees associated with a mutual fund such as investment management and fund accounting fees. Investors cannot invest directly in an index, although they can invest in its underlying securities.

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

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

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MANAGEMENT DISCUSSION OF FUND PERFORMANCE (Unaudited)


	Small Cap Growth Fund

For the six-month period ended January 31, 2011, the Fifth Third Small Cap Growth Fund (Institutional Shares) gained 24.15% on a net of fee basis, outperforming its benchmark, the Russell 2000® Growth Index, which advanced 23.25%.

Following a weak August, which capped a summer of market doldrums, U.S. equities enjoyed a bold move higher through the final five months of the period. The U.S. Federal Reserve played a large role in the rally as it rolled out a second round of quantitative easing—a program in which it will purchase up to $600 billion worth of government bonds through June 2011. The development bolstered investor confidence, as did the resolution of some European sovereign debt issues and improving economic data points.

Small cap stocks generally outperformed large cap holdings during the period and within the Fund, and investments in the Consumer Discretionary contributed significantly to relative gains. More specifically, holdings in the media and specialty retail industries, which tend to benefit from renewed economic optimism, outperformed. Stock selection in the Healthcare sector, one of the poorer performers in the benchmark, further enhanced relative results as investments in healthcare services and providers proved advantageous.

Alternatively, a lack of exposure to oil and natural gas companies, which surged alongside rising oil prices, diminished relative returns from the Energy sector. Within the Industrials sector, poor returns within the transportation infrastructure industry also hindered relative gains.

During the period, the Fund booked considerable profits in the Information Technology sector and directed the proceeds into the Industrials sector, which stands to benefit from continued improvement in the economy, and the Healthcare sector, which showed signs of emerging from a lengthy slump. More broadly, the Fund’s positioning at period-end reflected a preference for companies likely to benefit from a healthy economy, as well as those reporting high quality earnings that reflected solid operational efficiencies.


	Investment Risk Considerations

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

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


	Average Annual Total Returns as of January 31, 2011

	6 Months^#			1 Year			5 Year			10 Year

Institutional		24.15	%		34.25	%		1.61	%		2.67	%

Class A Shares		17.73	%		27.16	%		0.30	%		1.88	%

Class B Shares		18.35	%		27.79	%		0.38	%		1.63	%

Class C Shares		22.39	%		32.60	%		0.51	%		1.61	%

Russell 2000® Growth Index¹		23.25	%		34.38	%		3.26	%		2.92	%

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

During the period shown, the total return figures reflect the waiver of a portion of the fund’s advisory or administrative fees. Without such waiver of fees, the total returns would have been lower. As of 1/31/11, the gross expense ratios are 1.28% (Institutional Shares), 1.53% (Class A) and 2.28% (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. For the period prior to October 29, 2001, the quoted performance of the Small Cap Growth Fund Institutional Shares reflects the performance of the Kent Small Company Growth Fund Institutional Shares with an inception date of November 2, 1992. Prior to October 29, 2001, the quoted performance for Class A Shares reflects the performance of the Kent Small Company Growth Investment Shares, with an inception date of December 4, 1992, adjusted for the maximum sales charge. The inception date for Class B and Class C Shares is October 29, 2001. For the period prior to October 29, 2001, the performance of Class B and Class C Shares reflect the performance of Institutional Shares of the Kent Small Company Growth Fund, adjusted to reflect expenses and applicable sales charges for Class B and Class C Shares.

# Not Annualized

¹ Please refer to Glossary of Terms for additional information.


	Top Ten Equity Holdings as of January 31, 2011*

	*as a percentage of value of investments^†*

Deckers Outdoor Corp.	1.86	%
North American Energy Partners, Inc.	1.81	%
Entropic Communications, Inc.	1.67	%
Cardtronics, Inc.	1.67	%
Entegris, Inc.	1.66	%
Emergency Medical Services Corp.	1.63	%
SPS Commerce, Inc.	1.61	%
Ares Capital Corp.	1.61	%
Align Technology, Inc.	1.58	%
Tenneco, Inc.	1.52	%

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

MANAGEMENT DISCUSSION OF FUND PERFORMANCE (Unaudited)


	Mid Cap Growth Fund

For the six-month period ended January 31, 2011, the Fifth Third Mid Cap Growth Fund (Institutional Shares) gained 27.48% on a net of fee basis, outperforming its benchmark, the Russell Midcap® Growth Index, which rose 24.73%.

Corporate earnings enjoyed considerable positive momentum during the period, especially among companies exposed to the rising global economy. Signs of improvement in the U.S. economy further bolstered investor optimism. The impact of such developments were most evident in the mid cap portion of the stock market, which performed slightly better than small cap equities and handily outgained large cap stocks.

Within the Fund, solid stock selection led to outperformance during the period. From a sector perspective, Information Technology supplied a large boost to relative returns as an overweight position, relative to the benchmark. This outperformance was further enhanced by effective stock selection. Notably, investments in the cloud computing industry, in which centralized computer systems handle corporations’ storage and applications needs, accounted for much of the relative advantage.

An overweight stake and effective stock selection in the Industrials sector further enhanced relative returns. More specifically, holdings exposed to the global economic expansion, including select stocks in the transportation, truck manufacturing, and heavy machinery industry, bolstered the Industrials stake.

Alternatively, poor stock selection in the Financials industry hindered relative gains as financial exchange operators lagged amid disappointing trading volumes and softening prices. Exposure in the Utilities sector also dragged down relative returns.

Toward the end of the period, the Fund booked profits in some names that had surged sharply through the second half of 2010, and, in the process, cut stakes in the Information Technology and Consumer Discretionary sectors to underweight positions. Such moves seemed prudent, in the wake of the market’s bold run-up, but also allowed for additional investments in economically sensitive names within the Energy, Materials, and Industrials sectors, along with good growth opportunities in the previously struggling Healthcare sector.


	Investment Risk Considerations

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

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


	Average Annual Total Returns as of January 31, 2011

	6 Months^#			1 Year			5 Year			10 Year

Institutional		27.48	%		39.22	%		2.18	%		1.67	%

Class A Shares		20.97	%		31.98	%		0.89	%		0.90	%

Class B Shares		21.92	%		32.91	%		0.93	%		0.66	%

Class C Shares		25.91	%		37.86	%		1.19	%		0.66	%

Russell Midcap® Growth Index¹		24.73	%		34.26	%		4.08	%		2.75	%


	Top Ten Equity Holdings as of January 31, 2011*

	*as a percentage of value of investments^†*

Salesforce.com, Inc.	1.86	%
Intuit, Inc.	1.77	%
Cummins, Inc.	1.68	%
FMC Technologies, Inc.	1.68	%
CF Industries Holdings, Inc.	1.61	%
Alexion Pharmaceuticals, Inc.	1.58	%
O’Reilly Automotive, Inc.	1.58	%
NetApp, Inc.	1.57	%
Informatica Corp.	1.57	%
BorgWarner, Inc.	1.54	%

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

MANAGEMENT DISCUSSION OF FUND PERFORMANCE (Unaudited)


	Quality Growth Fund

For the six-month period ended January 31, 2011, the Fifth Third Quality Growth Fund (Institutional Shares) advanced 20.24% on a net of fee basis, underperforming its benchmark, the Russell 1000® Growth Index, which gained 20.96%.

Despite lingering weakness in U.S. consumer confidence and the seemingly ever-elusive housing recovery, domestic stocks performed well during the period. Moreover, sentiment regarding the outlook for the U.S. economy improved broadly, driven in part by a second round of quantitative easing from the U.S. Federal Reserve, in which it committed to buy up to $600 billion worth of government debt through June 2011, and Congress’ extension of the Bush-era tax cuts. Amid such rising optimism, commodities, small cap, and mid cap stocks exhibited market leadership during the period.

Against this backdrop, the Energy sector rallied sharply through the latter months of the period and the Fund suffered from an underweight position, relative to the benchmark, in this sector. Ineffective stock selection in the Consumer Discretionary sector also hindered relative gains, as exposure to low-beta names and a lack of exposure to the boldly advancing E-commerce retailers and services industry overshadowed solid returns from automobile-related holdings. Defensive positioning within the Materials sector further diminished performance.

Conversely, investments in cyclical names within the Industrials sector enhanced relative performance, as companies with considerable exposure to global growth trends excelled. Solid stock selection in the Consumer Staples sector, which lagged the benchmark, also supplied a relative lift.

Looking ahead, moderate economic growth and low inflation expectations should continue to support equities in 2011, although stubborn macroeconomic concerns may cause periodic spikes in volatility. Meanwhile, investors will likely shift their focus to sustainable revenue growth on the corporate front, and any shortfall could lead to a setback in the upward momentum seen through the fourth quarter of 2010 and into the opening month of 2011. As for the Fund, it ended the period with a continued cyclical bias, featuring overweight positions in the Industrials and Consumer Discretionary sectors and underweight stakes in the Information Technology and Energy sectors.


	Investment Risk Considerations


	Average Annual Total Returns as of January 31, 2011

	6 Months^#			1 Year			5 Year			10 Year

Institutional		20.24	%		20.24	%		3.11	%		-0.69	%

Class A Shares		14.06	%		13.89	%		1.81	%		-1.45	%

Class B Shares		14.70	%		14.01	%		1.73	%		-1.68	%

Class C Shares		18.66	%		19.05	%		2.07	%		-1.70	%

Russell 1000® Growth Index¹		20.96	%		25.14	%		3.91	%		-0.40	%


	Top Ten Equity Holdings as of January 31, 2011*

	*as a percentage of value of investments^†*

Apple, Inc.	4.90	%
International Business Machines Corp.	3.12	%
Oracle Corp.	2.27	%
BorgWarner, Inc.	2.10	%
Deere & Co.	2.06	%
Schlumberger, Ltd.	1.96	%
Coca-Cola Co. (The)	1.96	%
Ameriprise Financial, Inc.	1.92	%
Occidental Petroleum Corp.	1.86	%
McDonald’s Corp.	1.86	%

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

MANAGEMENT DISCUSSION OF FUND PERFORMANCE (Unaudited)


	Dividend Growth Fund

For the six-month period ended January 31, 2011, the Fifth Third Dividend Growth Fund (Institutional Shares) gained 15.37% on a net of fee basis, underperforming its benchmark, the Standard & Poor’s 500® Index, which rose 17.93%.

Optimism around the U.S. economy during the period boosted sentiment among investors, who bid cyclical growth stocks higher. A renewed commitment to an accommodative monetary policy from the U.S. Federal Reserve, which introduced the second round of quantitative easing—a program featuring up to $600 billion worth of government debt purchases by the central bank through June 2011—further whetted the market’s risk appetite. In turn, lower-quality equities outperformed higher-quality names and small and mid cap stocks posted better returns than large cap stocks.

Against such a backdrop, the Fund’s high-quality bias led to its underperformance during the period. Most notably, more defensive holdings within the Consumer Discretionary sector hindered relative gains, as did laggards in the Information Technology and Materials sectors.

Positive contributions came from positions in the Industrials sector, where the Fund’s holdings ranked among some of the sector’s best performers. Solid stock selection in the Utilities sector further enhanced relative results, as did an overweight position, relative to the benchmark, in the Energy sector.

While investors cheer the upturn in the U.S. economy, the challenge is discerning how much of that is directly tied to the abundance of liquidity in the system. Considering the lack of improvements in the employment picture and housing landscape, the argument that the economic gains will continue in a self-sustaining fashion is unconvincing.

Reflecting such a skeptical mindset, the Fund maintained a defensive tone during the period, with a continued emphasis on high-quality stocks. Although such holdings may continue to lag the benchmark in the near-term, the long-term track record of high-quality stocks is sound, especially during periods when the cost of capital—as measured by interest rates on debt—is rising. Given the Fed’s adherence to easy money policies over much of the past decade, chances appear good that rates will move higher in the coming quarters.


	Investment Risk Considerations

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


	Average Annual Total Returns as of January 31, 2011

	6 Months^#			1 Year			5 Year			10 Year

Institutional		15.37	%		19.36	%		2.30	%		-2.24	%

Class A Shares		9.52	%		13.08	%		1.03	%		-2.97	%

Class B Shares		9.78	%		13.13	%		0.90	%		-3.27	%

Class C Shares		13.77	%		18.11	%		1.26	%		-3.24	%

S&P 500 Index¹		17.93	%		22.19	%		2.24	%		1.30	%


	Top Ten Equity Holdings as of January 31, 2011*

	*as a percentage of value of investments^†*

International Business Machines Corp.	3.56	%
Apple, Inc.	3.15	%
Schlumberger, Ltd.	2.78	%
Procter & Gamble Co. (The)	2.55	%
Apache Corp.	2.49	%
MetLife, Inc.	2.27	%
JP Morgan Chase & Co.	2.23	%
AmerisourceBergen Corp.	2.10	%
Ameriprise Financial, Inc.	2.07	%
Exxon Mobil Corp.	2.04	%

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

MANAGEMENT DISCUSSION OF FUND PERFORMANCE (Unaudited)


	Micro Cap Value Fund

For the six-month period ended January 31, 2011, the Fifth Third Micro Cap Value Fund (Institutional Shares) advanced 14.80% on a net of fee basis, underperforming its benchmarks, the Russell Microcap® Value Index, which rose 17.72%, and the Russell 2000® Value Index, which gained 18.21%.

A number of factors helped propel the U.S. equity markets during the period, including the U.S. Federal Reserve’s introduction of a second round of quantitative easing, a program in which the central bank will purchase up to $600 billion worth of government debt by June 2011. In addition, the mid-term elections generated what appeared to be business-friendly results, Congress approved the extension of Bush-era tax cuts, and corporations posted solid earnings results.

While investor enthusiasm mounted during the period, the Fund’s defensive orientation faltered. More specifically, a lack of exposure to the surging pharmaceuticals industry hindered returns from the Healthcare sector, along with laggards in the medical equipment and supplies industry. Within the Industrials sector, a lack of exposure to the surging aerospace and defense industry hindered returns, as did a considerable stake in the trucking industry, which slumped in late 2010 after a strong start to the year.

Alternatively, an overweight position, relative to the benchmark, in the semiconductor and semiconductor capital equipment industry, which rallied behind a bullish rise in capital expenditure plans, boosted relative returns from the Information Technology sector. Elsewhere, exposure in the Financials sector, led by rising investments in banks and insurers, proved advantageous, as did holdings in the Consumer Discretionary sector.

At period-end, the Fund maintained its defensive posture with regard to consumer-related stocks as household debt-reduction efforts and stubbornly high unemployment continued to curtail consumer spending. As a result, the Fund continued to hold overweight stakes in the Consumer Staples and Healthcare sectors. Optimism about global growth trends prompted overweight positions in the Industrials and Information Technology sectors, although the Fund was considerably underweight in the Energy sector, where rising oil prices had pushed many valuations beyond attractive levels.


	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 January 31, 2011

	6 Months^#			1 Year			5 Year			10 Year

Institutional		14.80	%		30.06	%		2.20	%		10.10	%

Class A Shares		9.16	%		23.01	%		0.90	%		9.28	%

Class B Shares		9.15	%		23.37	%		0.97	%		9.13	%

Class C Shares		13.15	%		28.37	%		1.13	%		9.14	%

Russell 2000® Value Index¹		18.21	%		28.33	%		1.90	%		8.13	%

Russell Microcap® Value Index¹		17.72	%		29.62	%		-0.97	%		8.73	%


	Top Ten Equity Holdings as of January 31, 2011*

	*as a percentage of value of investments^†*

Celadon Group, Inc.	1.52	%
Overhill Farms, Inc.	1.47	%
North American Energy Partners, Inc.	1.43	%
BofI Holding, Inc.	1.31	%
Berkshire Hills Bancorp, Inc.	1.28	%
Benihana, Inc.	1.27	%
Pike Electric Corp.	1.27	%
Ciber, Inc.	1.24	%
Greenbrier Cos., Inc.	1.23	%
WSFS Financial Corp.	1.23	%

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

MANAGEMENT DISCUSSION OF FUND PERFORMANCE (Unaudited)


	Small Cap Value Fund

For the six-month period ended January 31, 2011, the Fifth Third Small Cap Value Fund (Institutional Shares) rose 14.04% on a net of fee basis, underperforming its benchmark, the Russell 2000® Value Index, which gained 18.21%.

As signs of growth in the U.S. economy surfaced during the period, growth rates accelerated elsewhere in the world, most notably in emerging markets such as China. In turn, corporate earnings steadily improved. Meanwhile, the U.S. Federal Reserve, in an effort to encourage investment in riskier assets, rolled out a second round of quantitative easing—a program in which it agreed to purchase up to $600 billion worth of government bonds through June 2011.

Although the U.S. unemployment rate remained stubbornly high and inflationary pressures pushed energy and commodity prices higher, investor sentiment soared from late August 2010 on. Accordingly, stocks rallied as the capping of the BP oil spill in the Gulf of Mexico and the mid-term elections supplied additional positive catalysts.

The Fund’s performance was diminished by stock selection in the Energy sector as a result of investments in the natural gas industry where prices stagnated or declined. The Fund also suffered from a lack of exposure to rising coal mining stocks. Ineffective stock selection among commercial banks weighed on returns from the Financials sector. In the Materials sector, lagging investments in chemical and paper producers overshadowed gains generated by an overweight position, relative to the benchmark, in the precious metals industry.

Conversely, an overweight stake in the Industrials sector supplied a relative lift, bolstered by gainers in the electrical equipment and aerospace and defense industries. Solid stock selection among semiconductor-related names enhanced relative gains from the Information Technology sector, while investments in the wireless communications space helped relative results from the Telecommunication Services sector.

During the period, improved confidence in the U.S. economic recovery prompted a reduction in exposure to the traditionally defensive Consumer Staples sector and a greater stake in the economically sensitive Consumer Discretionary sector. The Fund also modestly upped its weightings to the Industrials and previously beaten down Healthcare sectors, while holdings in the soaring Energy sector and sluggish Financials sector were trimmed.


	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 January 31, 2011

	Inception Date		6 Months^#			1 Year			5 Year			Since Inception

Institutional		4/1/03		14.04	%		20.61	%		2.91	%		10.14	%

Class A Shares		4/1/03		8.25	%		14.23	%		1.60	%		9.14	%

Class B Shares		4/1/03		8.55	%		14.44	%		1.56	%		9.04	%

Class C Shares		4/1/03		12.47	%		19.37	%		1.86	%		9.02	%

Russell 2000® Value Index¹				18.21	%		28.33	%		1.90	%		11.48	%


	Top Ten Equity Holdings as of January 31, 2011*

	*as a percentage of value of investments^†*

Coeur d’Alene Mines Corp.	2.08	%
FNB Corp.	1.99	%
Fresh Del Monte Produce, Inc.	1.94	%
Old National Bancorp	1.84	%
Rent-A-Center, Inc.	1.78	%
KAR Auction Services, Inc.	1.76	%
Fred’s, Inc.	1.75	%
Great Lakes Dredge & Dock Corp.	1.75	%
Cash America International, Inc.	1.73	%

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

MANAGEMENT DISCUSSION OF FUND PERFORMANCE (Unaudited)


	All Cap Value Fund

For the six-month period ended January 31, 2011, the Fifth Third All Cap Value Fund (Institutional Shares) advanced 19.27% on a net of fee basis, outperforming its primary benchmark, the Russell 3000® Value Index, which gained 16.73%.

Fears of a double-dip recession, which plagued the U.S. financial markets for much of the summer of 2010, started fading early in the period amid initial hints that the U.S. Federal Reserve would approve a second round of quantitative easing. In fact, the program, featuring up to $600 billion worth of purchases of government bonds through June 2011 by the central bank, was rolled out in November 2010, shortly after investors cheered the Congress-altering outcome of the mid-term elections.

Both developments contributed to a surge in risk tolerance among domestic investors, who were further emboldened by increasing calmness in the previously volatile European debt markets. In turn, lower-quality, smaller cap, and higher-beta stocks generally led the market. This proved advantageous for the Fund, which carried an average weighted market cap of $58.9 billion, smaller than the benchmark’s $66.9 billion average.

In addition, as improving economic confidence sparked investor enthusiasm for more cyclical stocks, the Fund benefited from such holdings in the Industrials and Materials sectors. Overweight positions, relative to the benchmark, in both sectors further aided relative returns, as did an overweight stake in the soaring Energy sector and holdings in the Financials sector, where declining levels of delinquent and non-performing loans helped reinforce improving fundamentals.

Laggards in the Information Technology and consumer-related sectors diminished relative gains. Most notably, earnings disappointments from specialty retailers impacted returns in the Consumer Discretionary sector and tighter margins among food retailers bogged down the Consumer Staples stake.

During the period, the Fund took advantage of sizeable gains in the Industrials sector to book profits and direct many of the proceeds into the Financials sector. Elsewhere, the encouraging economic outlook contributed to overweight positions in the Information Technology, Materials, and Energy sectors, as well as underweight stakes in the Healthcare, Utilities, and Consumer Staples sectors.


	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 January 31, 2011

	6 Months^#			1 Year			5 Year			10 Year

Institutional		19.27	%		20.28	%		0.59	%		4.88	%

Class A Shares		13.25	%		14.05	%		-0.66	%		4.08	%

Class B Shares		13.68	%		14.05	%		-0.67	%		3.88	%

Class C Shares		17.67	%		19.05	%		-0.41	%		3.87	%

Russell 3000® Value Index¹		16.73	%		22.09	%		1.02	%		3.79	%

Russell Midcap® Value Index¹		19.77	%		31.13	%		3.66	%		8.35	%

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

During the period shown, the total return figures reflect the waiver of a portion of the fund’s advisory or administrative fees. Without such waiver of fees, the total returns would have been lower. As of 1/31/11, the gross expense ratios are 1.47% (Institutional Shares), 1.72% (Class A) and 2.47% (Classes B & C). The total return figures for Institutional Shares reflect a sales charge of 0.0%. The total return figures for A Shares reflect the maximum sales charge of 5.0%. The total return figures for B Shares and C Shares reflect the maximum contingent deferred sales charge (CDSC) of 5.0% and 1.0% within the first year, respectively.

The Fund’s performance in the above table does not reflect the deduction of taxes on Fund distributions, or redemption of shares. For the period prior to August 13, 2001, the quoted performance of the All Cap Value Fund Institutional Shares reflects the performance of the Fifth Third/Maxus Equity Fund Institutional Shares with an inception date of April 1, 1999. The inception date for the Class A, Class B and Class C Shares is August 13, 2001. Prior to such date, the quoted performance for Class A Shares reflects performance of the Fifth Third/Maxus Equity Fund Investor Shares and is adjusted for the maximum sales charges. The quoted performance of Class B and Class C Shares reflects the performance of the Fifth Third/Maxus Equity Fund Investor Shares and is adjusted to reflect expenses and applicable sales charges for Class B and Class C Shares.

# Not Annualized

¹ Please refer to Glossary of Terms for additional information.


	Top Ten Equity Holdings as of January 31, 2011*

	*as a percentage of value of investments^†*

General Electric Co.	3.84	%
JP Morgan Chase & Co.	3.49	%
ConocoPhillips	2.43	%
Citigroup, Inc.	2.42	%
Dow Chemical Co. (The)	2.32	%
UnitedHealth Group, Inc.	2.14	%
Apache Corp.	2.08	%
Chevron Corp.	2.02	%
Forest Laboratories, Inc.	1.96	%
Goldman Sachs Group, Inc. (The)	1.95	%

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

MANAGEMENT DISCUSSION OF FUND PERFORMANCE (Unaudited)


	Disciplined Large Cap Value Fund

For the six-month period ended January 31, 2011, the Fifth Third Disciplined Large Cap Value Fund (Institutional Shares) gained 16.99% on a net of fee basis, outperforming its benchmark, the Russell 1000® Value Index, which rose 16.60%.

Investor sentiment improved markedly during the period as the U.S. economy firmed and the U.S. Federal Reserve rolled out a second round of quantitative easing. The program, under which it will buy up to $600 billion worth of government debt through June 2011, inspired investors to turn away from more conservative asset classes such as U.S. Treasury securities and push into riskier investments. Accordingly, small and mid cap stocks generally outperformed large capitalization equities and lower quality stocks generally outperformed higher quality names.

From a sector perspective, pro-cyclical groups tended to outperform during the period, with the Energy, Materials, and Industrials sectors leading the benchmark. Traditionally defensive sectors such as Consumer Staples and Utilities ranked among the poorest performers, along with the Financials sector, which contended with lingering uncertainties in the banking industry.

Within the Fund, advantageous stock selection in the Financials, Telecommunication Services, and Healthcare sectors bolstered relative returns. In addition, an overweight position, relative to the benchmark, in the Energy sector enhanced relative performance, as did underweight stakes in the Consumer Staples and Utilities sectors.

Alternatively, investments in the Consumer Discretionary, Information Technology, and Utilities sectors hindered relative gains, as did a high-quality bias that was present for much of the period.


	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 January 31, 2011

	6 Months^#			1 Year			5 Year			10 Year

Institutional		16.99	%		18.70	%		1.31	%		3.36	%

Class A Shares		11.00	%		12.44	%		0.01	%		2.57	%

Class B Shares		11.47	%		12.52	%		-0.01	%		2.35	%

Class C Shares		15.41	%		17.40	%		0.29	%		2.32	%

Russell 1000® Value Index¹		16.60	%		21.54	%		0.96	%		3.45	%


	Top Ten Equity Holdings as of January 31, 2011*

	*as a percentage of value of investments^†*

Chevron Corp.	4.76	%
UnitedHealth Group, Inc.	4.35	%
JP Morgan Chase & Co.	4.28	%
General Electric Co.	4.18	%
Citigroup, Inc.	3.70	%
ConocoPhillips	3.44	%
Verizon Communications, Inc.	3.00	%
Teva Pharmaceutical Industries, Ltd.	2.81	%
Apache Corp.	2.67	%
U.S. Bancorp	2.51	%

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

MANAGEMENT DISCUSSION OF FUND PERFORMANCE (Unaudited)


	Structured Large Cap Plus Fund

For the six-month period ended January 31, 2011, the Fifth Third Structured Large Cap Plus Fund (Institutional Shares) advanced 18.79% on a net of fee basis, outperforming its primary benchmark, the Standard & Poor’s 500® Index, which gained 17.93%.

Stocks, in general, performed well during the period as improved economic conditions prompted increased optimism about the economy and corporate earnings. The U.S. Federal Reserve bolstered rising sentiment by rolling out a second round of quantitative easing—a program in which the central bank will purchase up to $600 billion worth of government debt through June 2011. Investors responded by bidding up riskier stocks, particularly low quality names in the small and mid cap universes.

During such periods when higher beta, high risk and low quality stocks lead the market, the quantitative model that drives the Fund’s investment strategy tends to struggle. As such, valuation was the lone factor group to positively impact Fund returns, while earnings quality, capital discipline, and investor sentiment detracted from relative results. Driven by solid performance of valuation factors, the Fund’s return forecasting model successfully identified many companies that went on to outperform the benchmark. Yet it was unsuccessful in identifying companies that proceeded to underperform the benchmark. Stock selection among the laggards, however, helped mitigate the negative impact on overall relative returns.

An underweight position, relative to the benchmark, in the Financials sector also helped Fund performance, along with solid stock selection in the diversified financial services and capital markets industries. Additionally, solid stock selection in the computers and peripherals industry bolstered returns from the Information Technology sector, along with effective investments in the pharmaceuticals industry.

Detractors from performance included ineffective investments in the Utilities sector and the Consumer Staples sector, where poor selection among food producers hurt performance. An overweight stake in the metals and mining industry also limited relative gains from the Materials sector. Additionally, the Fund’s short positions modestly detracted from relative results.


	Investment Risk Considerations

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

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


	Average Annual Total Returns as of January 31, 2011

	6 Months^#			1 Year			5 Year			10 Year

Institutional		18.79	%		23.37	%		-3.31	%		-1.88	%

Class A Shares		12.82	%		16.83	%		-4.51	%		-2.62	%

Class B Shares		13.24	%		17.21	%		-4.62	%		-2.85	%

Class C Shares		17.13	%		22.05	%		-4.31	%		-2.87	%

S&P 500 Index¹		17.93	%		22.19	%		2.24	%		1.30	%

Russell 1000® Index¹		18.76	%		23.33	%		2.51	%		1.74	%

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 dividends on short sales, extraordinary expenses and interest expense as well as the waiver of a portion of the fund’s advisory or administrative fees. Without such waiver of fees, the total returns would have been lower. As of 1/31/11, the gross expense ratios are 1.71% (Institutional Shares), 1.96% (Class A) and 2.71% (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. For the period prior to October 29, 2001, the quoted performance of the Structured Large Cap Plus Fund Institutional Shares reflects the performance of the Kent Growth and Income Fund Institutional Shares with an inception date of November 2, 1992. Prior to October 29, 2001, the quoted performance for the Class A Shares reflects performance of the Kent Growth and Income Fund Investment Shares, with an inception date of December 1, 1992, adjusted for maximum sales charge. The inception date of Class B and Class C Shares is October 29, 2001. The quoted performance of Class B and Class C Shares reflects the performance of the Institutional Shares and is adjusted to reflect expenses and applicable sales charges for Class B and Class C Shares.

# Not Annualized

¹ Please refer to Glossary of Terms for additional information.


	Top Ten Equity Holdings as of January 31, 2011*

	*as a percentage of value of investments^†*

International Business Machines Corp.	2.32	%
Microsoft Corp.	2.26	%
JP Morgan Chase & Co.	2.16	%
Apple, Inc.	1.87	%
Chevron Corp.	1.81	%
Intel Corp.	1.70	%
ConocoPhillips	1.68	%
Exxon Mobil Corp.	1.62	%
Verizon Communications, Inc.	1.59	%
Procter & Gamble Co. (The)	1.48	%

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

MANAGEMENT DISCUSSION OF FUND PERFORMANCE (Unaudited)


	Equity Index Fund

For the six-month period ended January 31, 2011, the Fifth Third Equity Index Fund (Institutional Shares) gained 17.89% on a net of fee basis, compared to its benchmark, the S&P 500® Index, which gained 17.93%.

The Fund generally seeks to replicate the returns of the S&P 500® Index, but modest underperformance may result from Fund expenses and an assortment of technical factors. One area where an advantage may materialize is in the process surrounding index membership changes. During the period, eight index changes occurred, including three due to merger and acquisition activity and five due to shifts between the benchmark and the S&P 400® Index of mid cap stocks.

More broadly, equities performed well during the period as economic indicators firmed in the U.S. and abroad. Overlooking stubbornly high unemployment and extended struggles in the housing market, investors also cheered continued monetary accommodation from the U.S. Federal Reserve, which introduced a second round of quantitative easing. The program authorized up to $600 billion in purchases of government debt by the central bank through June 2011.

Such conditions fueled a drive for cyclical growth stocks, which tend to perform well as economic growth rates climb. As a result, the Energy, Materials, and Industrials sectors led the index during the period.

Alternatively, returns from traditionally defensive sectors trailed the index’s broader results, although all 10 sectors generated gains on an absolute basis. Laggards included the Utilities, Consumer Staples, and Healthcare sectors.


	Investment Risk Considerations

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

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

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


	Average Annual Total Returns as of January 31, 2011

	6 Months^#			1 Year			5 Year			10 Year

Institutional		17.89	%		22.10	%		2.14	%		1.11	%

Class A Shares		11.83	%		15.69	%		0.84	%		0.34	%

Class B Shares		12.31	%		15.90	%		0.75	%		0.10	%

Class C Shares		16.16	%		20.60	%		1.07	%		0.07	%

Select Shares		17.80	%		22.01	%		2.06	%		1.02	%

Preferred Shares		17.82	%		21.93	%		1.99	%		0.95	%

Trust Shares		17.74	%		21.79	%		1.89	%		0.86	%

S&P 500® Index¹		17.93	%		22.19	%		2.24	%		1.30	%

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

During the period shown, the total return figures reflect the waiver of a portion of the fund’s advisory or administrative fees. Without such waiver of fees, the total returns would have been lower. As of 1/31/11, the gross expense ratios are 0.60% (Institutional Shares), 0.85% (Class A), 0.68% (Select Shares), 0.75% (Preferred Shares), 0.85% (Trust shares) and 1.60% (Classes B & C). The total return figures for Institutional Shares reflect a sales charge of 0.0%. The total return figures for A Shares reflect the maximum sales charge of 5.0%. The total return figures for B Shares and C Shares reflect the maximum contingent deferred sales charge (CDSC) of 5.0% and 1.0% within the first year, respectively.

The Fund’s performance in the above table does not reflect the deduction of taxes on Fund distributions, or redemption of shares. For the period prior to October 29, 2001, the quoted performance of the Equity Index Fund Institutional Shares reflects the performance of the Kent Index Equity Fund Institutional Shares with an inception date of November 2, 1992. Prior to October 29, 2001, the quoted performance for the Class A Shares reflects the performance of the Kent Index Equity Fund Investment Shares, with an inception date of November 25, 1992, adjusted for maximum sales charge. The inception date for the Class B and Class C is October 29, 2001. Prior to such date, quoted performance of Class B and Class C reflects performance of the Institutional Shares and is adjusted to reflect expenses and applicable sales charges for Class B and Class C. The inception date for the Select, Preferred and Trust Shares is October 20, 2003. Prior to such date, quoted performance of the Select, Preferred and Trust Shares reflects performance of the Institutional Shares and is adjusted to reflect expenses for Select, Preferred and Trust Shares.

# Not Annualized

¹ Please refer to Glossary of Terms for additional information.


	Top Ten Equity Holdings as of January 31, 2011*

	*as a percentage of value of investments^†*

Exxon Mobil Corp.	3.28	%
Apple, Inc.	2.51	%
General Electric Co.	1.73	%
Microsoft Corp.	1.68	%
International Business Machines Corp.	1.62	%
Chevron Corp.	1.54	%
Procter & Gamble Co. (The)	1.42	%
JP Morgan Chase & Co.	1.42	%
Wells Fargo & Co.	1.37	%
Johnson & Johnson	1.32	%

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

MANAGEMENT DISCUSSION OF FUND PERFORMANCE (Unaudited)


	International Equity Fund

For the six-month period ended January 31, 2011, the Fifth Third International Equity Fund (Institutional Shares) advanced 17.42% on a net of fee basis, outperforming its benchmark, the MSCI EAFE Index, Net, which rose 16.10%.

Better corporate earnings and improving macroeconomic data helped propel international stocks to solid gains during the period. An easing of concerns over European sovereign debt issues bolstered investor confidence, while rising demand for energy and commodities helped push markets higher in countries that produce raw materials, including many emerging market countries.

Within the Fund, solid stock selection in the Financials, Materials, and Industrials sectors contributed positively to relative gains. Most notably, investments in commercial banks and insurers aided the Financials stake, while chemicals and metals and mining companies boosted the Materials exposure. Within the Industrials sector, outperformance among construction and engineering firms led the way.

Alternatively, an underweight position, relative to the benchmark, in the automobiles industry and weak stock selection in the media industry resulted in underperformance in the Consumer Discretionary sector. Overweight stakes in the Telecommunication Services and Utilities sectors—two of the poorest performers in the benchmark—further weighed on relative returns.

From a geographic perspective, investments in Japan, especially within the Financials sector, the Netherlands, and Australia supplied a relative lift. Conversely, ineffective stock selection in France, Hong Kong, and Switzerland proved a drag.

Among the Fund’s factor groups—valuation, earnings quality, and sentiment—valuation and sentiment positively impacted relative returns. Meanwhile, quality factors generated essentially flat results.


	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 January 31, 2011

	6 Months^#			1 Year			5 Year			10 Year

Institutional		17.42	%		17.58	%		0.55	%		3.24	%

Class A Shares		11.51	%		11.37	%		-0.73	%		2.50	%

Class B Shares		11.85	%		11.37	%		-0.70	%		2.22	%

Class C Shares		15.97	%		16.46	%		-0.45	%		2.21	%

MSCI EAFE Index, Net¹		16.10	%		15.38	%		1.72	%		3.75	%


	Top Ten Equity Holdings as of January 31, 2011*

	*as a percentage of value of investments^†*

Royal Dutch Shell PLC, Class A	2.07	%
Novartis AG	1.82	%
BNP Paribas	1.62	%
BHP Billiton PLC	1.57	%
Allianz SE	1.57	%
British American Tobacco PLC	1.47	%
AstraZeneca PLC	1.45	%
BASF SE	1.44	%
Total SA	1.40	%
Novo Nordisk AS	1.32	%

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

MANAGEMENT DISCUSSION OF FUND PERFORMANCE (Unaudited)


	Strategic Income Fund

For the six-month period ended January 31, 2011, the Fifth Third Strategic Income Fund (Institutional Shares) gained 5.78% on a net of fee basis, outperforming its benchmark, the Barclays Capital U.S. Aggregate Bond Index, which advanced 0.20%.

Optimism around the U.S. economy during the period boosted sentiment among investors, who bid cyclical growth stocks higher. A renewed commitment to an accommodative monetary policy from the U.S. Federal Reserve, which introduced the second round of quantitative easing—a program featuring up to $600 billion worth of government debt purchases by the central bank through June 2011—further whetted the market’s risk appetite. In turn, most equities rallied sharply and preferred stocks, corporate bonds, and high yield bonds all outperformed U.S. Treasury securities, which posted dismal returns.

Within such a risk inclined environment, the Fund’s equity exposure, investments in mortgage-related Real Estate Investment Trusts (REITs), corporate bonds, and REIT preferred stocks contributed to the Fund’s outperformance. An already underweight exposure, relative to the benchmark, to Treasuries was cut further, while investments in the European Financials sector proved a modest drag.

Watching investors cheer the upturn in the U.S. economy, the challenge is discerning how much of that is directly tied to the abundance of liquidity in the system. Considering the lack of improvements in the employment picture and housing landscape, the argument that the economic gains will continue in a self-sustaining fashion is unconvincing.

Reflecting such a skeptical mindset, the Fund adopted a more defensive tone during the period, selling holdings that reached price targets and adding securities with optimal risk-reward characteristics. For example, it added some sovereign debt issued by New Zealand and Poland—two countries with solid economic dynamics and select convertible bonds, which tend to offer steadier near-term prospective returns and potential exposure to equity gains in 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 January 31, 2011

	6 Months^#			1 Year			5 Year			10 Year

Institutional		5.78	%		12.38	%		5.17	%		6.22	%

Class A Shares		0.33	%		6.61	%		3.86	%		5.36	%

Class B Shares		0.16	%		6.31	%		3.83	%		5.20	%

Class C Shares		4.22	%		11.32	%		4.15	%		5.15	%

Barclays Capital U.S. Aggregate Bond Index¹		0.20	%		5.06	%		5.82	%		5.68	%

Barclays Capital Intermediate Credit Bond Index¹		1.59	%		6.74	%		6.17	%		6.06	%

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

During the period shown, the total return figures reflect the waiver of a portion of the fund’s advisory or administrative fees. Without such waiver of fees, the total returns would have been lower. As of 1/31/11, the gross expense ratios are 1.37% (Institutional Shares), 1.62% (Class A) and 2.37% (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. For the period prior to October 22, 2001, the quoted performance for the Fifth Third Strategic Income Fund Institutional Shares reflects the performance of the Fifth Third/Maxus Income Fund Institutional Shares with an inception date of September 1, 1998. Class A, Class B and Class C Shares were initially offered on April 1, 2004, April 1, 2004 and October 29, 2001, respectively. The performance figures for Class A, Class B and Class C Shares for periods prior to such dates represent the performance for the Fifth Third/Maxus Income Fund Investor Shares with an inception date of March 10, 1985 and are adjusted to reflect expenses and applicable sales charges for the respective share class.

# Not Annualized

¹ Please refer to Glossary of Terms for additional information.


	Fund Holdings as of January 31, 2011

	*as a percentage of value of investments^†*

^† Portfolio composition is subject to change.

MANAGEMENT DISCUSSION OF FUND PERFORMANCE (Unaudited)


	Fifth Third LifeModel Aggressive Fund^{^SM}

For the six-month period ended January 31, 2011, the Fifth Third LifeModel Aggressive Fund^SM (Institutional Shares) advanced 18.73% on a net of fee basis, outperforming its benchmark, a blend of the Russell 3000® Index and the Barclays Capital U.S. Intermediate Government/Credit Bond Index, which gained 17.04%.

As sentiment spread that the U.S. would not tumble into a double-dip recession—a cloud that hung over the financial markets for much of the summer of 2010—investors grew increasingly comfortable with riskier assets during the period. As such, equities across the spectrum posted double-digit gains, led by small cap and mid cap stocks, particularly among growth holdings and lower-quality names. Impressive improvements in corporate earnings further propelled stock prices, which climbed nearly unabated from late August on.

In turn, fixed income investments suffered as prices fell and rates rose. Although the U.S. Federal Reserve kept its overnight lending rate between 0.00% and 0.25%, the key rate served as an anchor for a steepening yield curve, which reflected climbing rates at all other maturities. A new version of quantitative easing, in which the Fed agreed to purchase up to $600 billion worth of government debt by June 2011, did little to slow the ascent, especially at the long end of the yield curve.

Within the Fund, a considerably overweight position, relative to the benchmark targets, in equities aided relative performance. Within the stock exposure, overweight stakes in mid cap growth and small cap growth equities bolstered relative gains. Alternatively, overweight stakes in international and large cap stocks modestly diminished performance.

At period-end, investors seemed to have settled into the expectation that the U.S. economy was following a path of modest growth. Steeled by the experiences of the recent recession, corporations—especially high-quality entities—reported sound fundamentals and appeared ready to capitalize on opportunities for growth. Fixed income investors, on the other hand, tread carefully as the likelihood for higher rates in the near future loomed even larger.


	Investment Risk Considerations

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

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


	Average Annual Total Returns as of January 31, 2011

	Inception Date		6 Months^#			1 Year			5 Year			Since Inception

Institutional		8/1/02		18.73	%		21.80	%		1.10	%		6.41	%

Class A Shares		8/1/02		12.60	%		15.39	%		-0.20	%		5.48	%

Class B Shares		8/1/02		13.25	%		15.68	%		-0.20	%		5.36	%

Class C Shares		8/1/02		17.15	%		20.57	%		0.08	%		5.34	%

LifeModel Aggressive Target Neutral 90% Russell 3000® Index/10% Barclays Capital U.S. Intermediate Government/Credit Bond Index Blend¹				17.04	%		22.11	%		2.98	%		6.88	%

LifeModel Aggressive Target Neutral Style Class Index Blend¹				17.17	%		22.40	%		3.18	%		8.11	%

Barclays Capital U.S. Intermediate Government/Credit Bond Index¹				0.57	%		4.84	%		5.61	%		4.94	%

Russell 3000® Index¹				18.92	%		23.95	%		2.51	%		6.94	%


	Fund Holdings as of January 31, 2011

	*as a percentage of value of investments^†*

^† Portfolio composition is subject to change.

MANAGEMENT DISCUSSION OF FUND PERFORMANCE (Unaudited)


	Fifth Third LifeModel Moderately Aggressive Fund^{^SM}

For the six-month period ended January 31, 2011, the Fifth Third LifeModel Moderately Aggressive Fund^SM (Institutional Shares) advanced 15.05% on a net of fee basis, outperforming its benchmark, a blend of the Russell 3000® Index and the Barclays Capital U.S. Intermediate Government/Credit Bond Index, which gained 13.31%.

As sentiment spread that the U.S. would not tumble into a double-dip recession—a cloud that hung over the financial markets for much of the summer of 2010—investors grew increasingly comfortable with riskier assets during the period. As such, equities across the spectrum posted double-digit gains, led by small cap and mid cap stocks, particularly among growth holdings and lower-quality names. Impressive improvements in corporate earnings further propelled stock prices, which climbed nearly unabated from late August on.

In turn, fixed income investments suffered as prices fell and rates rose. Although the U.S. Federal Reserve kept its overnight lending rate between 0.00% and 0.25%, the key rate served as an anchor for a steepening yield curve, which reflected climbing rates at all other maturities. A new version of quantitative easing, in which the Fed agreed to purchase up to $600 billion worth of government debt by June 2011, did little to slow the ascent, especially at the long end of the yield curve.

Within the Fund, a considerably overweight position, relative to the benchmark targets, in equities aided relative performance. Within the stock exposure, overweight stakes in mid cap growth and small cap growth equities bolstered relative gains. Alternatively, overweight stakes in international and large cap stocks modestly diminished performance.

At period-end, investors seemed to have settled into the expectation that the U.S. economy was following a path of modest growth. Steeled by the experiences of the recent recession, corporations—especially high-quality entities—reported sound fundamentals and appeared ready to capitalize on opportunities for growth. Fixed income investors, on the other hand, tread carefully as the likelihood for higher rates in the near future loomed even larger.


	Investment Risk Considerations


	Average Annual Total Returns as of January 31, 2011

	Inception Date		6 Months^#			1 Year			5 Year			Since Inception

Institutional		8/1/02		15.05	%		18.01	%		1.81	%		6.43	%

Class A Shares		8/1/02		9.22	%		11.88	%		0.55	%		5.53	%

Class B Shares		8/1/02		9.47	%		11.85	%		0.52	%		5.43	%

Class C Shares		8/1/02		13.48	%		16.86	%		0.83	%		5.39	%

LifeModel Moderately Aggressive Target Neutral 70% Russell 3000® Index/30% Barclays Capital U.S. Intermediate Government/Credit Bond Index Blend¹				13.31	%		18.38	%		3.81	%		6.66	%

LifeModel Moderately Aggressive Target Neutral Style Class Index Blend¹				13.44	%		18.60	%		3.99	%		7.67	%

Barclays Capital U.S. Intermediate Government/Credit Bond Index¹				0.57	%		4.84	%		5.61	%		4.94	%

Russell 3000® Index¹				18.92	%		23.95	%		2.51	%		6.94	%


	Fund Holdings as of January 31, 2011

	*as a percentage of value of investments^†*

^† Portfolio composition is subject to change.

MANAGEMENT DISCUSSION OF FUND PERFORMANCE (Unaudited)


	Fifth Third LifeModel Moderate Fund^{^SM}

For the six-month period ended January 31, 2011, the Fifth Third LifeModel Moderate Fund^SM (Institutional Shares) advanced 11.31% on a net of fee basis, outperforming its benchmark, a blend of the Russell 3000® Index and the Barclays Capital U.S. Intermediate Government/Credit Bond Index, which gained 9.62%.

As sentiment spread that the U.S. would not tumble into a double-dip recession—a cloud that hung over the financial markets for much of the summer of 2010—investors grew increasingly comfortable with riskier assets during the period. As such, equities across the spectrum posted double-digit gains, led by small cap and mid cap stocks, particularly among growth holdings and lower-quality names. Impressive improvements in corporate earnings further propelled stock prices, which climbed nearly unabated from late August on.

In turn, fixed income investments suffered as prices fell and rates rose. Although the U.S. Federal Reserve kept its overnight lending rate between 0.00% and 0.25%, the key rate served as an anchor for a steepening yield curve, which reflected climbing rates at all other maturities. A new version of quantitative easing, in which the Fed agreed to purchase up to $600 billion worth of government debt by June 2011, did little to slow the ascent, especially at the long end of the yield curve.

Within the Fund, a considerably overweight position, relative to the benchmark targets, in equities aided relative performance. Furthermore, overweight stakes in mid cap growth and small cap growth equities bolstered relative gains, as did underweight exposures to longer-term and high yield bonds. Alternatively, overweight stakes in international and large cap stocks modestly diminished performance.

At period-end, investors seemed to have settled into the expectation that the U.S. economy was following a path of modest growth. Steeled by the experiences of the recent recession, corporations—especially high-quality entities—reported sound fundamentals and appeared ready to capitalize on opportunities for growth. Fixed income investors, on the other hand, tread carefully as the likelihood for higher rates in the near future loomed even larger.


	Investment Risk Considerations


	Average Annual Total Returns as of January 31, 2011

	Inception Date		6 Months^#			1 Year			5 Year			Since Inception

Institutional		8/1/02		11.31	%		14.77	%		2.51	%		5.51	%

Class A Shares		8/1/02		5.57	%		8.93	%		1.23	%		4.61	%

Class B Shares		8/1/02		5.71	%		8.59	%		1.17	%		4.50	%

Class C Shares		8/1/02		9.72	%		13.61	%		1.49	%		4.46	%

LifeModel Moderate Target Neutral 50% Russell 3000® Index/50% Barclays Capital U.S. Intermediate Government/Credit Bond Index Blend¹				9.62	%		14.57	%		4.51	%		6.32	%

LifeModel Moderate Target Neutral Style Class Index Blend¹				9.75	%		14.73	%		4.66	%		7.11	%

Barclays Capital U.S. Intermediate Government/Credit Bond Index¹				0.57	%		4.84	%		5.61	%		4.94	%

Russell 3000® Index¹				18.92	%		23.95	%		2.51	%		6.94	%


	Fund Holdings as of January 31, 2011

	*as a percentage of value of investments^†*

^† Portfolio composition is subject to change.

MANAGEMENT DISCUSSION OF FUND PERFORMANCE (Unaudited)


	Fifth Third LifeModel Moderately Conservative Fund^{^SM}

For the six-month period ended January 31, 2011, the Fifth Third LifeModel Moderately Conservative Fund^SM (Institutional Shares) advanced 9.55% on a net of fee basis, outperforming its benchmark, a blend of the Russell 3000® Index and the Barclays Capital U.S. Intermediate Government/Credit Bond Index, which gained 7.78%.

As sentiment spread that the U.S. would not tumble into a double-dip recession—a cloud that hung over the financial markets for much of the summer of 2010—investors grew increasingly comfortable with riskier assets during the period. As such, fixed income investments suffered as prices fell and rates rose. Although the U.S. Federal Reserve kept its overnight lending rate between 0.00% and 0.25%, the key rate served as an anchor for a steepening yield curve, which reflected climbing rates at all other maturities. A new version of quantitative easing, in which the Fed agreed to purchase up to $600 billion worth of government debt by June 2011, did little to slow the ascent, especially at the long end of the yield curve.

In turn, equities across the spectrum posted double-digit gains, led by small cap and mid cap stocks, particularly among growth holdings and lower-quality names. Impressive improvements in corporate earnings further propelled stock prices, which climbed nearly unabated from late August 2010 on.

Within the Fund, an overweight position, relative to the benchmark targets, in equities aided relative performance. Furthermore, overweight stakes in mid cap growth and small cap growth equities bolstered relative gains, as did underweight exposures to longer-term and high yield bonds. Alternatively, overweight stakes in international and large cap stocks modestly diminished performance.

At period-end, investors seemed to have settled into the expectation that the U.S. economy was following a path of modest growth. Steeled by the experiences of the recent recession, corporations—especially high-quality entities—reported sound fundamentals and appeared ready to capitalize on opportunities for growth. Fixed income investors, on the other hand, tread carefully as the likelihood for higher rates in the near future loomed even larger.


	Investment Risk Considerations


	Average Annual Total Returns as of January 31, 2011

	Inception Date		6 Months^#			1 Year			5 Year			Since Inception

Institutional		8/1/02		9.55	%		13.22	%		2.95	%		5.01	%

Class A Shares		8/1/02		3.94	%		7.18	%		1.64	%		4.11	%

Class B Shares		8/1/02		3.92	%		7.02	%		1.60	%		4.02	%

Class C Shares		8/1/02		7.94	%		12.03	%		1.92	%		3.96	%

LifeModel Moderately Conservative Target Neutral 40% Russell 3000® Index/60% Barclays Capital U.S. Intermediate Government/Credit Bond Index Blend¹				7.78	%		12.65	%		4.80	%		6.10	%

LifeModel Moderately Conservative Target Neutral Style Class Index Blend¹				7.93	%		12.78	%		4.94	%		6.78	%

Barclays Capital U.S. Intermediate Government/Credit Bond Index¹				0.57	%		4.84	%		5.61	%		4.94	%

Russell 3000® Index¹				18.92	%		23.95	%		2.51	%		6.94	%


	Fund Holdings as of January 31, 2011

	*as a percentage of value of investments^†*

^† Portfolio composition is subject to change.

MANAGEMENT DISCUSSION OF FUND PERFORMANCE (Unaudited)


	Fifth Third LifeModel Conservative Fund^{^SM}

For the six-month period ended January 31, 2011, the Fifth Third LifeModel Conservative Fund^SM (Institutional Shares) advanced 5.82% on a net of fee basis, outperforming its benchmark, a blend of the Russell 3000® Index and the Barclays Capital U.S. Intermediate Government/Credit Bond Index, which gained 4.15%.

As sentiment spread that the U.S. would not tumble into a double-dip recession—a cloud that hung over the financial markets for much of the summer of 2010—investors grew increasingly comfortable with riskier assets during the period. As such, fixed income investments suffered as prices fell and rates rose. Although the U.S. Federal Reserve kept its overnight lending rate between 0.00% and 0.25%, the key rate served as an anchor for a steepening yield curve, which reflected climbing rates at all other maturities. A new version of quantitative easing, in which the Fed agreed to purchase up to $600 billion worth of government debt by June 2011, did little to slow the ascent, especially at the long end of the yield curve.

In turn, equities across the spectrum posted double-digit gains, led by small cap and mid cap stocks, particularly among growth holdings and lower-quality names. Impressive improvements in corporate earnings further propelled stock prices, which climbed nearly unabated from late August 2010 on.

Within the Fund, an overweight position, relative to the benchmark targets, in equities aided relative performance. Furthermore, overweight stakes in mid cap growth and small cap growth equities bolstered relative gains, along with an underweight exposure to longer-term bonds. Alternatively, overweight stakes in international and large cap stocks modestly diminished performance.

At period-end, investors seemed to have settled into the expectation that the U.S. economy was following a path of modest growth. Steeled by the experiences of the recent recession, corporations—especially high-quality entities—reported sound fundamentals and appeared ready to capitalize on opportunities for growth. Fixed income investors, on the other hand, tread carefully as the likelihood for higher rates in the near future loomed even larger.


	Investment Risk Considerations


	Average Annual Total Returns as of January 31, 2011

	Inception Date		6 Months^#			1 Year			5 Year			Since Inception

Institutional		8/1/02		5.82	%		9.77	%		3.07	%		4.37	%

Class A Shares		8/1/02		0.37	%		3.99	%		1.77	%		3.47	%

Class B Shares		8/1/02		0.29	%		3.70	%		1.72	%		3.38	%

Class C Shares		8/1/02		4.37	%		8.66	%		2.05	%		3.34	%

LifeModel Conservative Target Neutral 20% Russell 3000® Index/80% Barclays Capital U.S. Intermediate Government/Credit Bond Index Blend¹				4.15	%		8.76	%		5.28	%		5.58	%

LifeModel Conservative Target Neutral Style Class Index Blend¹				4.30	%		8.84	%		5.38	%		6.04	%

Barclays Capital U.S. Intermediate Government/Credit Bond Index¹				0.57	%		4.84	%		5.61	%		4.94	%

Russell 3000® Index¹				18.92	%		23.95	%		2.51	%		6.94	%


	Fund Holdings as of January 31, 2011

	*as a percentage of value of investments^†*

^† Portfolio composition is subject to change.

MANAGEMENT DISCUSSION OF FUND PERFORMANCE (Unaudited)


	High Yield Bond Fund

For the six-month period ended January 31, 2011, the Fifth Third High Yield Bond Fund (Institutional Shares) gained 7.89% on a net of fee basis, underperforming its benchmark, the BofA Merrill Lynch U.S. High Yield, Cash Pay Index, which advanced 8.45%.

Improved economic expectations and sizeable developments on both the monetary and fiscal fronts convinced investors to close out 2010 with a flourish. A pickup in consumption and better trade balance prompted many economists to up their 2011 forecasts, while the U.S. Federal Reserve renewed its accommodative monetary policy by rolling out a second round of quantitative easing. Under the program, the central bank may buy up to $600 billion worth of government debt by June 2011. On the fiscal front, Congress agreed to extend Bush-era tax cuts.

Although medium- and long-term interest rates rose in response to such developments, high yield bonds tended to benefit from the market’s thirst for riskier assets. As a result, the spread between high-yield interest rates and yields on Treasuries narrowed considerably during the period. Within the asset class, the lowest quality segment (CCC-rated securities) outperformed higher-quality bonds (B- and BB-rated securities), which tend to be more sensitive to interest rate movement.

Within the Fund, an overweight position, relative to the benchmark, in B-rated securities hindered relative performance, along with a lack of exposure to select groups within the Financials sector. An overweight stake in Utilities further detracted from performance, although solid security selection within the sector proved advantageous. Similarly, effective security selection within the Energy sector supplied a relative boost.

Looking ahead, although the economy is expected to generate solid growth in the first half of 2011, there is some question whether it can sustain momentum through the second half. Within the high yield market, however, valuations remain comparatively attractive, given the increasing confidence in the economic recovery, declining default rates, and the absence of other compelling fixed income options. As the Fund maintains its high quality bias, it continues to strive for less volatility than the broader market while delivering attractive risk-adjusted returns over the long-term.


	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 January 31, 2011

	Inception Date		6 Months^#			1 Year			5 Year			Since Inception

Institutional		11/29/05		7.89	%		13.51	%		8.27	%		8.29	%

Class A Shares		11/29/05		2.76	%		7.99	%		6.90	%		6.95	%

Class B Shares		11/29/05		2.37	%		7.40	%		6.89	%		7.07	%

Class C Shares		11/29/05		6.39	%		12.45	%		7.21	%		7.22	%

BofA Merrill Lynch U.S. High Yield, Cash Pay Index¹				8.45	%		15.87	%		8.78	%		9.00	%


	Fund Holdings as of January 31, 2011

	*as a percentage of value of investments^†*

^† Portfolio composition is subject to change.

MANAGEMENT DISCUSSION OF FUND PERFORMANCE (Unaudited)


	Total Return Bond Fund

For the six-month period ended January 31, 2011, the Fifth Third Total Return Bond Fund (Institutional Shares) advanced 1.35% on a net of fee basis, outperforming its benchmark, the Barclays Capital U.S. Aggregate Bond Index, which gained 0.20%.

Investors spent much of the period embracing risk. The primary catalyst was the decision by the U.S. Federal Reserve to roll out a second round of quantitative easing—a program in which it will purchase up to $600 billion worth of government bonds through June 2011. With the Fed bidding up prices and keeping yields (which move in the opposite direction of prices) low on short- and medium-term government debt, investors were encouraged to venture into riskier assets offering better potential returns.

The Fed’s strategy proved effective as equities considerably outperformed U.S. Treasury securities, as did riskier fixed income assets such as Commercial Mortgage-Backed Securities (CMBS) and corporate bonds. Non-U.S. Government Agency Mortgage-Backed Securities (MBS), which received a lift from the continuation of U.S. Treasury’s Public-Private Investment Partnership, also outperformed Treasuries.

Fund performance benefited from overweight positions, relative to the benchmark, in CMBS, non-Agency MBS, and corporate bonds. A short duration, which is designed to enhance returns in a rising-rate environment, further aided returns as longer-term rates climbed, while an underweight stake in Agency MBS, which modestly outperformed Treasuries, slightly hindered relative results.

During the period, the Fund took profits on non-Agency MBS that climbed despite minimal improvement in fundamentals, and directed the proceeds into CMBS and corporate bonds featuring much sounder fundamentals. Within the corporate space, select high yield issues even proved attractive due to healthy balance sheets.

Looking ahead, considerable volatility in fixed income markets is highly likely, since uncertainties abound with domestic unemployment continuing to run high, continued shakiness in the European debt markets, and the start of a Presidential election year less than twelve months away. As such, the Fund is selectively exiting riskier holdings as valuations warrant and opting for better quality and higher stability issues that should improve the Fund’s overall risk-reward profile.


	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 January 31, 2011

	6 Months^#			1 Year			5 Year			10 Year

Institutional		1.35	%		6.50	%		3.10	%		3.96	%

Class A Shares		-3.58	%		1.18	%		1.87	%		3.21	%

Class B Shares		-4.11	%		0.40	%		1.76	%		2.93	%

Class C Shares		-0.15	%		5.43	%		2.09	%		2.93	%

Barclays Capital U.S. Aggregate Bond Index¹		0.20	%		5.06	%		5.82	%		5.68	%

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

During the period shown, the total return figures reflect the waiver of a portion of the fund’s advisory or administrative fees. Without such waiver of fees, the total returns would have been lower. As of 1/31/11, the gross expense ratios are 0.88% (Institutional Shares), 1.13% (Class A) and 1.88% (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 quoted performance does not reflect the deduction of taxes on Fund distributions or redemption of shares. For the period prior to October 29, 2001, the quoted performance for the Fifth Third Total Return Bond Fund Institutional Shares reflects the performance of the Kent Income Fund Institutional Shares with an inception date of March 20, 1995. Prior to October 29, 2001, the performance figures for the Fifth Third Total Return Bond Fund Class A Shares reflect the performance of the Kent Income Fund Investment Shares with an inception date of March 22, 1995, adjusted for the maximum sales charge. Class B and Class C Shares were initially offered on October 29, 2001. The performance figures for Class B and Class C Shares for periods prior to such date represent the performance for Institutional Shares and are adjusted to reflect expenses and applicable sales charges for Class B and Class C Shares.

# Not Annualized

¹ Please refer to Glossary of Terms for additional information.


	Fund Holdings as of January 31, 2011

	*as a percentage of value of investments^†*

^† Portfolio composition is subject to change.

MANAGEMENT DISCUSSION OF FUND PERFORMANCE (Unaudited)


	Short Term Bond Fund

For the six-month period ended January 31, 2011, the Fifth Third Short Term Bond Fund (Institutional Shares) gained 0.95% on a net of fee basis, outperforming its primary benchmark, the BofA Merrill Lynch 1-3 Year Government/Corporate Bond Index, which rose 0.67%.

Investors spent much of the period in a risk tolerant state of mind. The primary catalyst was the decision by the U.S. Federal Reserve to roll out a second round of quantitative easing—a program in which the central bank will purchase up to $600 billion worth of government bonds through June 2011. With the Fed bidding up prices and keeping yields (which move in the opposite direction of prices) low on short- and medium-term government debt, investors were encouraged to venture into riskier assets offering better potential returns.

The strategy proved effective as equities considerably outperformed U.S. Treasury securities, as did riskier fixed income assets such as Commercial Mortgage-Backed Securities (CMBS), Residential Mortgage-Backed Securities (RMBS), Asset-Backed Securities (ABS), and corporate bonds. Generally, rates on short term bonds experienced modest moves higher, due largely to the Fed’s adherence to a near-zero key lending rate.

Within the Fund, overweight positions, relative to the benchmark, in CMBS, RMBS, ABS, and corporate bonds contributed positively to relative returns. A short duration, which is designed to enhance returns in a rising-rate environment, further enhanced performance, although holdings with longer-term maturities, such as 3-year securities, dampened relative results.

During the period, the Fund took profits on non-U.S. Government Agency Mortgage-Backed Securities that climbed despite minimal improvement in fundamentals, and directed the proceeds into CMBS and corporate bonds featuring much sounder fundamentals. Within the corporate space, select high yield issues even proved attractive due to healthy balance sheets.

Looking ahead, the Fed’s actions continue to foster a wide-scale transfer of debt from individuals to the government. Such an imbalance will eventually need to be resolved, so there is a real risk of higher rates, and the central bank may move quicker than anticipated. As such, at period-end, the Fund maintained a short-duration profile with more defensive characteristics.


	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 January 31, 2011

	6 Months^#			1 Year			5 Year			10 Year

Institutional		0.95	%		2.88	%		4.18	%		3.67	%

Class A Shares		-2.24	%		-0.52	%		3.27	%		3.13	%

Class C Shares		-0.55	%		1.78	%		3.14	%		2.64	%

BofA Merrill Lynch 1-3 Year Government/Corporate Bond Index¹		0.67	%		2.21	%		4.49	%		4.16	%

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

During the period shown, the total return figures reflect the waiver of a portion of the fund’s advisory or administrative fees. Without such waiver of fees, the total returns would have been lower. As of 1/31/11, the gross expense ratios are 0.79% (Institutional Shares), 1.04% (Class A) and 1.79% (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. For the period prior to October 29, 2001, the quoted performance for the Fifth Third Short Term Bond Fund Institutional Shares reflects the performance of the Kent Short Term Bond Fund Institutional Shares with an inception date of November 2, 1992. Prior to October 29, 2001, the performance for the Fifth Third Short Term Bond Fund Class A Shares reflects the performance of the Kent Short Term Bond Fund Investment Shares with an inception date of December 4, 1992, adjusted for the maximum sales charge. Class C Shares were initially offered on August 1, 2003. The performance figures for Class C Shares for the periods prior to such date represent the performance for Institutional Shares and are adjusted to reflect expenses and applicable sales charges for Class C Shares.

# Not Annualized

¹ Please refer to Glossary of Terms for additional information.


	Fund Holdings as of January 31, 2011

	*as a percentage of value of investments^†*

^† Portfolio composition is subject to change.

Glossary of Terms

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

Barclays Capital U.S. Intermediate Credit Bond Index is generally representative of investment grade corporate bonds with maturities from one to ten years.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Glossary of Terms, continued

The above indices are unmanaged and do not reflect the deduction of fees associated with a mutual fund such as investment management and fund accounting fees. However, the Funds’ performance reflects the deduction of fees for these value-added services. Investors cannot invest directly in an index, although they can invest in its underlying mutual funds or securities.

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

				Barclays Capital U.S. Intermediate
	Russell 3000® Index			Government/Credit Bond Index

Fifth Third LifeModel Aggressive^SM		90	%		10	%

Fifth Third LifeModel Moderately Aggressive^SM		70	%		30	%

Fifth Third LifeModel Moderate^SM		50	%		50	%

Fifth Third LifeModel Moderately Conservative^SM		40	%		60	%

Fifth Third LifeModel Conservative^SM		20	%		80	%

The Fifth Third LifeModel Target Neutral Style Class Blended Indices are index-based baseline style class allocations determined by the Advisor to be optimal under static market and economic conditions. The LifeModel Target Neutral Style Class Blends are hypothetical blends only and do not represent underlying allocations in the Funds. The Advisor will periodically adjust the baseline style class allocation. Below is a table which indicates the percentage breakdown for each Fund.

				Fifth Third						Fifth Third
	Fifth Third			LifeModel			Fifth Third			LifeModel			Fifth Third
	LifeModel			Moderately			LifeModel			Moderately			LifeModel
	Aggressive^SM			Aggressive^SM			Moderate^SM			Conservative^SM			Conservative^SM

Small Cap Growth Index¹		4.5	%		3.5	%		2.5	%		2.0	%		1.0	%

Small Cap Value Index²		4.5	%		3.5	%		2.5	%		2.0	%		1.0	%

International Index³		18.0	%		14.0	%		10.0	%		8.0	%		4.0	%

Mid Cap Growth Index⁴		9.0	%		7.0	%		5.0	%		4.0	%		2.0	%

Mid Cap Value Index⁵		9.0	%		7.0	%		5.0	%		4.0	%		2.0	%

Large Cap Growth Index⁶		15.5	%		12.0	%		8.5	%		7.0	%		3.5	%

Large Cap Value Index⁷		15.5	%		12.0	%		8.5	%		7.0	%		3.5	%

Large Cap Core Index⁸		14.0	%		11.0	%		8.0	%		6.0	%		3.0	%

High Yield Bond Index⁹		0.5	%		1.5	%		2.5	%		3.0	%		4.0	%

Total Return Bond Index¹⁰		7.0	%		21.0	%		35.0	%		42.0	%		56.0	%

Short Term Bond Index¹¹		2.5	%		7.5	%		12.5	%		15.0	%		20.0	%

¹	The Small Cap Growth Index represents the Russell 2000® Growth Index.
²	The Small Cap Value Index represents the Russell 2000® Value Index.
³	The International Index represents the MSCI EAFE Index, Net.
⁴	The Mid Cap Growth Index represents the Russell Midcap® Growth Index.
⁵	The Mid Cap Value Index represents the Russell Midcap® Value Index.
⁶	The Large Cap Growth Index represents the Russell 1000® Growth Index.
⁷	The Large Cap Value Index represents the Russell 1000® Value Index.
⁸	The Large Cap Core Index represents the Standard & Poor’s 500 Index.
⁹	The High Yield Bond Index represents the BofA Merrill Lynch High Yield Master Index.
¹⁰	The Total Return Bond Index represents the Barclays Capital U.S. Aggregate Bond Index.
¹¹	The Short Term Bond Index represents the BofA Merrill Lynch 1-3 Year Government/Corporate Bond Index.

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Small Cap Growth

Schedule of Investments

January 31, 2011 (Unaudited)

	Shares		Value

Common Stocks (99.5%)
Aerospace & Defense (1.4%)
GeoEye, Inc. * ^(a)	17,400	$	694,608

Air Freight & Logistics (1.4%)
Air Transport Services Group, Inc. * ^(a)	89,100		659,340

Auto Components (2.0%)
Tenneco, Inc. * ^(a)	23,000		950,590

Beverages (1.4%)
Primo Water Corp. * ^(a)	53,400		661,626

Capital Markets (5.0%)
Ares Capital Corp.	60,000		1,007,400
Evercore Partners, Inc., Class A ^(a)	18,100		584,630
Stifel Financial Corp. * ^(a)	12,400		795,584

			2,387,614

Communications Equipment (3.5%)
Acme Packet, Inc. * ^(a)	13,800		742,164
Netgear, Inc. * ^(a)	27,178		941,854

			1,684,018

Consumer Finance (1.4%)
Cash America International, Inc. ^(a)	16,218		652,450

Containers & Packaging (2.0%)
Rock-Tenn Co., Class A ^(a)	14,100		941,175

Diversified Consumer Services (1.5%)
ChinaCast Education Corp. * ^(a)	94,200		710,268

Diversified Telecommunication Services (1.6%)
Cogent Communications Group, Inc. * ^(a)	57,200		780,208

Electrical Equipment (1.9%)
Polypore International, Inc. * ^(a)	18,650		897,998

Energy Equipment & Services (4.3%)
Global Geophysical Services, Inc. * ^(a)	83,100		922,410
North American Energy Partners, Inc. *	94,100		1,128,259

			2,050,669

Food Products (1.7%)
Diamond Foods, Inc. ^(a)	16,400		816,228

Health Care Equipment & Supplies (8.0%)
Align Technology, Inc. * ^(a)	47,300		985,259
Endologix, Inc. * ^(a)	94,500		550,935
Neogen Corp. * ^(a)	18,200		654,472
NuVasive, Inc. * ^(a)	25,300		707,008
NxStage Medical, Inc. * ^(a)	38,900		935,156

			3,832,830

Health Care Providers & Services (5.1%)
Emergency Medical Services Corp., Class A *	15,108		1,019,790
ExamWorks Group, Inc. * ^(a)	25,325		554,111
HMS Holdings Corp. * ^(a)	13,394		861,770

			2,435,671

Hotels, Restaurants & Leisure (1.4%)
Bally Technologies, Inc. * ^(a)	16,400		671,252

Internet Software & Services (8.3%)
Constant Contact, Inc. * ^(a)	24,100		674,559
Envestnet, Inc. * ^(a)	56,200		800,850
SciQuest, Inc. * ^(a)	57,257		768,962
SPS Commerce, Inc. * ^(a)	63,500		1,008,062
support.com, Inc. * ^(a)	131,100		726,294

			3,978,727

IT Services (4.7%)
Cardtronics, Inc. * ^(a)	60,900		1,040,781
ExlService Holdings, Inc. * ^(a)	39,294		748,944
Forrester Research, Inc. ^(a)	13,577		483,884

			2,273,609

Leisure Equipment & Products (1.6%)
Polaris Industries, Inc. ^(a)	10,300		792,276

Life Sciences Tools & Services (2.6%)
ICON PLC, ADR * ^(a)	29,170		649,616
Luminex Corp. * ^(a)	34,550		586,659

			1,236,275

Media (4.8%)
Imax Corp. * ^(a)	28,423		727,345
MDC Partners, Inc., Class A	51,000		853,230
ReachLocal, Inc. *	33,500		730,300

			2,310,875

Metals & Mining (1.3%)
Carpenter Technology Corp. ^(a)	15,200		625,480

Pharmaceuticals (1.9%)
Akorn, Inc. * ^(a)	185,000		925,000

Professional Services (6.7%)
CoStar Group, Inc. *	14,500		816,060
Dolan Co. (The) * ^(a)	50,700		695,097
Kelly Services, Inc., Class A * ^(a)	41,101		808,662
Kforce, Inc. * ^(a)	51,200		915,456

			3,235,275

Road & Rail (1.4%)
Knight Transportation, Inc. ^(a)	35,000		667,100

Semiconductors & Semiconductor Equipment (6.9%)
Entegris, Inc. * ^(a)	135,300		1,035,045
Entropic Communications, Inc. * ^(a)	95,000		1,042,150
Omnivision Technologies, Inc. * ^(a)	29,900		772,317
Rubicon Technology, Inc. * ^(a)	25,900		466,459

			3,315,971

Software (4.3%)
JDA Software Group, Inc. * ^(a)	25,500		769,590
SuccessFactors, Inc. * ^(a)	23,900		695,968
Ultimate Software Group, Inc. * ^(a)	12,377		601,522

			2,067,080


Continued

Small Cap Growth

Schedule of Investments, continued

January 31, 2011 (Unaudited)

	Shares		Value

Common Stocks, continued
Specialty Retail (3.9%)
Monro Muffler Brake, Inc. ^(a)	28,349	$	937,801
Ulta Salon Cosmetics & Fragrance, Inc. * ^(a)	24,900		922,296

			1,860,097

Textiles, Apparel & Luxury Goods (4.2%)
Deckers Outdoor Corp. *	15,856		1,163,672
Warnaco Group, Inc. (The) * ^(a)	16,400		837,712

			2,001,384

Trading Companies & Distributors (3.3%)
Kaman Corp. ^(a)	27,300		803,575
Rush Enterprises, Inc., Class A * ^(a)	40,900		779,963

			1,583,538

Total Common Stocks			47,699,232

Investment Companies (29.7%)
State Street Navigator Securities
Lending Portfolio ^(c)	14,245,164		14,245,164

Total Investment Companies			14,245,164

Investments in Affiliates (1.2%)
Fifth Third Institutional Money Market Fund ^(b)	555,450		555,450

Total Investments in Affiliates			555,450

Total Investments (Cost $48,871,294) - 130.4%			62,499,846
Liabilities in excess of other assets - (30.4)%			(14,555,974	)

NET ASSETS - 100.0%		$	47,943,872

Notes to Schedule of Investments

*		Non-income producing security.

^(a)		All or part of this security was on loan.

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

^(c)		Represents investments of cash collateral received in connection with securities lending.

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

At January 31, 2011, Small Cap Growth’s investments were in the following countries:

Country

Canada	4.3	%
China	1.1	%
Ireland	1.1	%
United States	93.5	%

Total	100.0	%


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

Mid Cap Growth

Schedule of Investments

January 31, 2011 (Unaudited)

	Shares		Value

Common Stocks (98.2%)
Aerospace & Defense (3.0%)
BE Aerospace, Inc. *	37,000	$	1,431,530
Goodrich Corp.	14,000		1,268,680

			2,700,210

Air Freight & Logistics (1.4%)
CH Robinson Worldwide, Inc.	16,000		1,233,440

Auto Components (3.4%)
Autoliv, Inc.	19,000		1,459,200
BorgWarner, Inc. * ^(a)	23,000		1,550,200

			3,009,400

Beverages (1.3%)
Hansen Natural Corp. *	21,000		1,189,440

Biotechnology (1.8%)
Alexion Pharmaceuticals, Inc. *	19,000		1,592,580

Capital Markets (3.2%)
Affiliated Managers Group, Inc. *	15,000		1,527,450
Ameriprise Financial, Inc.	21,000		1,294,650

			2,822,100

Chemicals (5.2%)
CF Industries Holdings, Inc.	12,000		1,620,480
FMC Corp.	14,000		1,064,840
Lubrizol Corp.	7,500		805,950
Sherwin-Williams Co. (The)	13,000		1,101,490

			4,592,760

Commercial Services & Supplies (1.3%)
Stericycle, Inc. * ^(a)	15,000		1,177,350

Communications Equipment (4.7%)
Acme Packet, Inc. *	20,000		1,075,600
Aruba Networks, Inc. * ^(a)	41,000		883,550
JDS Uniphase Corp. *	68,000		1,153,960
Riverbed Technology, Inc. *	31,000		1,111,970

			4,225,080

Computers & Peripherals (1.8%)
NetApp, Inc. *	29,000		1,587,170

Construction & Engineering (1.0%)
Fluor Corp.	13,000		899,470

Consumer Finance (1.1%)
Discover Financial Services	48,000		988,320

Energy Equipment & Services (5.8%)
Core Laboratories NV	10,000		912,600
FMC Technologies, Inc. *	18,000		1,692,000
Helmerich & Payne, Inc.	18,000		1,057,140
McDermott International, Inc. *	70,000		1,454,600

			5,116,340

Food Products (1.1%)
Mead Johnson Nutrition Co.	17,000		985,490



Continued

Mid Cap Growth

Schedule of Investments, continued

January 31, 2011 (Unaudited)

	Shares		Value

Common Stocks, continued
Health Care Equipment & Supplies (3.5%)
Cooper Cos., Inc. (The)	18,000	$	1,032,120
Edwards Lifesciences Corp. *	15,000		1,264,350
Volcano Corp. * ^(a)	30,000		787,800

			3,084,270

Health Care Providers & Services (2.6%)
AMERIGROUP Corp. * ^(a)	23,000		1,204,510
HMS Holdings Corp. *	17,000		1,093,780

			2,298,290

Health Care Technology (1.4%)
SXC Health Solutions Corp. *	25,000		1,202,750

Hotels, Restaurants & Leisure (4.5%)
Chipotle Mexican Grill, Inc. * ^(a)	5,000		1,094,600
Starwood Hotels & Resorts Worldwide, Inc.	24,000		1,415,280
Wynn Resorts, Ltd.	13,000		1,512,290

			4,022,170

Internet & Catalog Retail (1.6%)
priceline.com, Inc. *	3,350		1,435,542

Internet Software & Services (2.0%)
LogMeIn, Inc. * ^(a)	20,000		770,600
Rackspace Hosting, Inc. * ^(a)	29,000		971,790

			1,742,390

IT Services (1.4%)
Teradata Corp. *	29,000		1,246,710

Life Sciences Tools & Services (1.5%)
Mettler-Toledo International, Inc. *	9,000		1,342,710

Machinery (10.4%)
CNH Global NV *	24,000		1,162,320
Cummins, Inc.	16,000		1,694,080
Gardner Denver, Inc.	19,000		1,370,660
Joy Global, Inc.	15,000		1,307,700
Parker Hannifin Corp.	15,000		1,341,150
Snap-On, Inc.	16,000		906,080
Wabco Holding, Inc. *	25,000		1,460,000

			9,241,990

Media (1.0%)
Scripps Networks Interactive, Inc., Class A	19,000		883,500

Metals & Mining (2.3%)
Cliffs Natural Resources, Inc.	15,000		1,281,900
Schnitzer Steel Industries, Inc., Class A	13,000		802,100

			2,084,000

Multiline Retail (1.6%)
Dollar Tree, Inc. *	28,000		1,416,240

Oil, Gas & Consumable Fuels (4.1%)
Brigham Exploration Co. *	40,000		1,184,400
Peabody Energy Corp.	19,000		1,204,980
Pioneer Natural Resources Co.	13,000		1,237,080

			3,626,460

Personal Products (1.3%)
Estee Lauder Cos., Inc. (The), Class A	14,000		1,127,000

Pharmaceuticals (1.0%)
Watson Pharmaceuticals, Inc. *	17,000		926,840

Real Estate Management & Development (1.4%)
Jones Lang LaSalle, Inc.	14,000		1,240,960

Road & Rail (2.9%)
JB Hunt Transport Services, Inc.	26,000		1,066,000
Kansas City Southern *	31,000		1,549,380

			2,615,380

Semiconductors & Semiconductor Equipment (5.6%)
Altera Corp. ^(a)	35,000		1,314,950
Cypress Semiconductor Corp. *	59,000		1,277,350
Skyworks Solutions, Inc. *	40,000		1,270,800
Varian Semiconductor Equipment Associates, Inc. *	25,000		1,111,250

			4,974,350

Software (7.0%)
Informatica Corp. * ^(a)	34,000		1,577,600
Intuit, Inc. *	38,000		1,783,340
MICROS Systems, Inc. *	22,000		1,006,280
Salesforce.com, Inc. *	14,500		1,872,530

			6,239,750

Specialty Retail (3.8%)
O’Reilly Automotive, Inc. *	28,000		1,591,240
Ulta Salon Cosmetics & Fragrance, Inc. * ^(a)	28,000		1,037,120
Zumiez, Inc. * ^(a)	33,000		766,260

			3,394,620

Trading Companies & Distributors (1.2%)
United Rentals, Inc. * ^(a)	39,000		1,039,350

Total Common Stocks			87,304,422

Investment Companies (13.9%)
State Street Navigator Securities Lending Portfolio ^(c)	12,315,514		12,315,514

Total Investment Companies			12,315,514

Investments in Affiliates (1.2%)
Fifth Third Institutional Money Market Fund ^(b)	1,104,966		1,104,966

Total Investments in Affiliates			1,104,966

Total Investments (Cost $78,941,663) - 113.3%			100,724,902
Liabilities in excess of other assets - (13.3)%			(11,804,887	)

NET ASSETS - 100.0%		$	88,920,015


Continued

Mid Cap Growth

Schedule of Investments, continued

January 31, 2011 (Unaudited)

Notes to Schedule of Investments

*		Non-income producing security.

^(a)		All or part of this security was on loan.

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

^(c)		Represents investments of cash collateral received in connection with securities lending.


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

Quality Growth

Schedule of Investments

January 31, 2011 (Unaudited)

	Shares		Value

Common Stocks (97.4%)
Aerospace & Defense (1.8%)
Goodrich Corp.	65,000	$	5,890,300

Auto Components (4.2%)
BorgWarner, Inc. * ^(b)	110,000		7,414,000
Johnson Controls, Inc.	170,000		6,526,300

			13,940,300

Beverages (3.1%)
Coca-Cola Co. (The)	110,000		6,913,500
Hansen Natural Corp. *	60,000		3,398,400

			10,311,900

Biotechnology (1.7%)
Alexion Pharmaceuticals, Inc. *	67,000		5,615,940

Capital Markets (2.0%)
Ameriprise Financial, Inc.	110,000		6,781,500

Chemicals (3.4%)
FMC Corp.	65,000		4,943,900
Mosaic Co. (The)	79,000		6,402,160

			11,346,060

Commercial Services & Supplies (1.7%)
Stericycle, Inc. * ^(b)	72,000		5,651,280

Communications Equipment (1.3%)
Cisco Systems, Inc. *	210,000		4,441,500

Computers & Peripherals (7.0%)
Apple, Inc. *	51,000		17,305,320
EMC Corp. *	250,000		6,222,500

			23,527,820

Diversified Financial Services (1.4%)
JP Morgan Chase & Co.	105,000		4,718,700

Electrical Equipment (1.6%)
AMETEK, Inc.	129,000		5,260,620

Electronic Equipment, Instruments & Components (3.2%)
Agilent Technologies, Inc. *	150,000		6,274,500
Corning, Inc.	195,000		4,330,950

			10,605,450

Energy Equipment & Services (2.9%)
National Oilwell Varco, Inc.	36,000		2,660,400
Schlumberger, Ltd.	78,000		6,941,220

			9,601,620

Food & Staples Retailing (1.8%)
Costco Wholesale Corp.	83,000		5,962,720

Health Care Equipment & Supplies (3.7%)
Cooper Cos., Inc. (The)	90,000		5,160,600
Edwards Lifesciences Corp. *	46,000		3,877,340
Hospira, Inc. *	61,000		3,369,030

			12,406,970


Continued

Quality Growth

Schedule of Investments, continued

January 31, 2011 (Unaudited)

		Shares		Value

Common Stocks, continued
Health Care Providers & Services (1.7%)
UnitedHealth Group, Inc.		140,000	$	5,747,000

Hotels, Restaurants & Leisure (2.0%)
McDonald’s Corp.		89,000		6,556,630

Household Durables (1.7%)
Stanley Black & Decker, Inc.		80,000		5,814,400

Household Products (1.3%)
Procter & Gamble Co. (The)		68,000		4,292,840

Internet Software & Services (2.9%)
Baidu, Inc., ADR *		34,000		3,693,420
Google, Inc., Class A *		9,800		5,883,528

				9,576,948

IT Services (4.8%)
Cognizant Technology Solutions Corp., Class A *		70,000		5,106,500
International Business Machines Corp.		68,000		11,016,000

				16,122,500

Machinery (9.0%)
Cummins, Inc.		50,000		5,294,000
Danaher Corp.		124,000		5,711,440
Deere & Co.		80,000		7,272,000
Parker Hannifin Corp.		65,000		5,811,650
Wabco Holding, Inc. *		102,000		5,956,800

				30,045,890

Media (1.4%)
Walt Disney Co. (The)		117,000		4,547,790

Metals & Mining (2.4%)
Cliffs Natural Resources, Inc.		39,000		3,332,940
Freeport-McMoRan Copper & Gold, Inc.		43,000		4,676,250

				8,009,190

Multi-Utilities (1.5%)
Wisconsin Energy Corp.		85,000		5,124,650

Oil, Gas & Consumable Fuels (4.7%)
Anadarko Petroleum Corp.		48,000		3,699,840
Occidental Petroleum Corp.		68,000		6,574,240
Peabody Energy Corp.		86,000		5,454,120

				15,728,200

Personal Products (1.6%)
Estee Lauder Cos., Inc. (The), Class A		68,000		5,474,000

Pharmaceuticals (1.6%)
Bristol-Myers Squibb Co.		140,000		3,525,200
Watson Pharmaceuticals, Inc. *		31,123		1,696,826

				5,222,026

Real Estate Management & Development (1.7%)
CB Richard Ellis Group, Inc., Class A *		265,000		5,880,350

Road & Rail (3.2%)
JB Hunt Transport Services, Inc.		120,000		4,920,000
Union Pacific Corp.		60,000		5,677,800

				10,597,800

Semiconductors & Semiconductor Equipment (3.1%)
Altera Corp.		160,000		6,011,200
Maxim Integrated Products, Inc.		175,000		4,518,500

				10,529,700

Software (5.3%)
Citrix Systems, Inc. *		16,519		1,043,670
Microsoft Corp.		190,000		5,267,750
Oracle Corp.		250,000		8,007,500
Salesforce.com, Inc. * ^(b)		27,000		3,486,780

				17,805,700

Specialty Retail (2.6%)
O’Reilly Automotive, Inc. *		85,000		4,830,550
Williams-Sonoma, Inc. ^(b)		123,000		3,960,600

				8,791,150

Textiles, Apparel & Luxury Goods (1.5%)
Nike, Inc., Class B		63,000		5,196,240

Trading Companies & Distributors (1.5%)
Fastenal Co. ^(b)		84,000		4,877,040

Wireless Telecommunication Services (1.1%)
American Tower Corp., Class A *		73,000		3,712,780

Total Common Stocks				325,715,504

Investment Companies (6.6%)
State Street Navigator Securities Lending Portfolio ^(e)		22,053,830		22,053,830

Total Investment Companies				22,053,830

		Principal
		Amount

Asset-Backed Securities (0.0%)
Manufactured Housing ABS Other (0.0%)
Conseco Financial Corp., Series 1995-4,
Class M1, 7.60%, 6/15/25 ^(a)	$	65,910		66,702

Total Asset-Backed Securities				66,702

Corporate Bonds (0.1%)
Commercial Banks-Central U.S. (0.1%)
Bank One Capital III, 8.75%, 9/01/30		165,792		195,951

Total Corporate Bonds				195,951

Mortgage-Backed Securities (0.2%)
U.S. Government Agencies (0.2%)
Fannie Mae, 6.00%, 8/25/33 ^(a)		220,374		223,993
Freddie Mac, 5.50%, 3/15/35		222,635		239,177
Government National Mortgage Association, IO, 0.39%, 4/16/46 ^{(a) (d)}		2,685,924		50,993

				514,163


Continued

Quality Growth

Schedule of Investments, continued

January 31, 2011 (Unaudited)

	Principal
	Amount		Value

Mortgage-Backed Securities, continued
WL Collateral CMO Other (0.0%)
JP Morgan Mortgage Trust, Series 2005-A1, Class 2A1, 4.82%, 2/25/35 ^(a)	$	145,708	$	145,053

WL Collateral CMO Sequential (0.0%)
Countrywide Alternative Loan Trust, Series 2005-J3, Class 3A1, 6.50%, 9/25/34		85,117		83,394

Total Mortgage-Backed Securities				742,610

	Shares

Investments in Affiliates (1.3%)
Fifth Third Institutional Money Market Fund ^(c)		4,394,075		4,394,075

Total Investments in Affiliates				4,394,075

Total Investments (Cost $266,935,139) - 105.6%				353,168,672
Liabilities in excess of other assets - (5.6)%				(18,777,383	)

NET ASSETS - 100.0%			$	334,391,289

Notes to Schedule of Investments

*		Non-income producing security.

^(a)		Variable rate security. Rate presented represents rate in effect at January 31, 2011.

^(b)		All or part of this security was on loan.

^(c)		Investment is in Institutional Shares of underlying fund.

^(d)		Illiquid Securities.

^(e)		Represents investments of cash collateral received in connection with securities lending.

The following abbreviations are used in the Schedule of Investments: ABS - Asset-Backed Security
ADR - American Depositary Receipt
CMO - Collateralized Mortgage Obligation
IO - Interest Only
WL - Whole Loan

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

Dividend Growth

Schedule of Investments

January 31, 2011 (Unaudited)

	Shares		Value

Common Stocks (97.9%)
Aerospace & Defense (2.0%)
United Technologies Corp.	1,697	$	137,966

Air Freight & Logistics (1.5%)
United Parcel Service, Inc., Class B	1,379		98,764

Beverages (1.7%)
Diageo PLC, ADR	599		46,003
PepsiCo, Inc.	1,053		67,719

			113,722

Capital Markets (3.4%)
Ameriprise Financial, Inc.	2,677		165,037
Goldman Sachs Group, Inc. (The)	384		62,830

			227,867

Chemicals (3.9%)
Air Products & Chemicals, Inc.	1,137		99,203
Ecolab, Inc.	1,204		59,827
Praxair, Inc.	1,136		105,694

			264,724

Commercial Banks (2.9%)
Cullen / Frost Bankers, Inc. ^(a)	1,432		82,741
U.S. Bancorp ^(a)	4,207		113,589

			196,330

Computers & Peripherals (4.5%)
Apple, Inc. *	742		251,775
NetApp, Inc. * ^(a)	982		53,745

			305,520

Diversified Financial Services (2.6%)
JP Morgan Chase & Co.	3,966		178,232

Diversified Telecommunication Services (1.5%)
AT&T, Inc.	3,783		104,108

Electric Utilities (0.4%)
NextEra Energy, Inc. ^(a)	526		28,120

Electrical Equipment (1.2%)
Roper Industries, Inc. ^(a)	1,058		82,196

Energy Equipment & Services (3.3%)
Schlumberger, Ltd.	2,501		222,564

Food & Staples Retailing (1.6%)
Costco Wholesale Corp. ^(a)	1,474		105,892

Food Products (2.9%)
General Mills, Inc.	1,843		64,100
HJ Heinz Co. ^(a)	1,346		63,935
JM Smucker Co. (The) ^(a)	1,127		70,054

			198,089

Gas Utilities (1.2%)
Oneok, Inc. ^(a)	1,404		82,682


Continued

Dividend Growth

Schedule of Investments, continued

January 31, 2011 (Unaudited)

	Shares		Value

Common Stocks, continued
Health Care Equipment & Supplies (0.9%)
Stryker Corp.	1,042	$	59,978

Health Care Providers & Services (3.9%)
AmerisourceBergen Corp. ^(a)	4,683		167,932
UnitedHealth Group, Inc.	2,339		96,016

			263,948

Hotels, Restaurants & Leisure (3.3%)
Marriott International, Inc., Class A ^(a)	1,665		65,751
McDonald’s Corp.	2,098		154,560

			220,311

Household Durables (1.9%)
Stanley Black & Decker, Inc. ^(a)	1,785		129,734

Household Products (3.0%)
Procter & Gamble Co. (The)	3,232		204,036

Insurance (2.7%)
MetLife, Inc.	3,965		181,478

IT Services (4.2%)
International Business Machines Corp.	1,754		284,148

Leisure Equipment & Products (0.7%)
Hasbro, Inc. ^(a)	1,066		47,000

Machinery (6.7%)
Cummins, Inc.	908		96,139
Deere & Co.	839		76,265
Eaton Corp.	643		69,418
Illinois Tool Works, Inc. ^(a)	996		53,276
Parker Hannifin Corp.	753		67,326
Snap-On, Inc. ^(a)	1,592		90,155

			452,579

Media (1.4%)
Walt Disney Co. (The) ^(a)	2,452		95,309

Multi-Utilities (1.4%)
Wisconsin Energy Corp.	1,577		95,077

Oil, Gas & Consumable Fuels (12.1%)
Apache Corp.	1,667		198,973
Chevron Corp.	1,474		139,927
ConocoPhillips	1,635		116,837
Exxon Mobil Corp.	2,020		162,973
Occidental Petroleum Corp.	1,073		103,738
Peabody Energy Corp.	1,464		92,847

			815,295

Pharmaceuticals (5.2%)
Johnson & Johnson	1,555		92,942
Novartis AG, ADR ^(a)	2,906		162,329
Teva Pharmaceutical Industries, Ltd., ADR	1,721		94,053

			349,324

Professional Services (1.0%)
Manpower, Inc. ^(a)	1,059		68,380

Road & Rail (2.0%)
CSX Corp.	1,881		132,799

Semiconductors & Semiconductor Equipment (5.3%)
Analog Devices, Inc.	1,817		70,554
Broadcom Corp., Class A	2,147		96,808
Intel Corp.	4,799		102,987
Xilinx, Inc. ^(a)	2,706		87,133

			357,482

Software (2.6%)
Microsoft Corp.	3,047		84,478
Oracle Corp.	2,937		94,072

			178,550

Specialty Retail (1.2%)
TJX Cos., Inc.	1,719		81,463

Textiles, Apparel & Luxury Goods (2.8%)
Nike, Inc., Class B	1,227		101,203
VF Corp. ^(a)	1,060		87,683

			188,886

Trading Companies & Distributors (1.0%)
WW Grainger, Inc. ^(a)	534		70,205

Total Common Stocks			6,622,758

Investment Companies (18.3%)
State Street Navigator Securities Lending Portfolio ^(c)	1,241,310		1,241,310

Total Investment Companies			1,241,310

Investments in Affiliates (1.9%)
Fifth Third Institutional Money Market Fund ^(b)	129,043		129,043

Total Investments in Affiliates			129,043

Total Investments (Cost $6,338,100) - 118.1%			7,993,111
Liabilities in excess of other assets - (18.1)%			(1,222,490	)

NET ASSETS - 100.0%		$	6,770,621

Notes to Schedule of Investments

*		Non-income producing security.

^(a)		All or part of this security was on loan.

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

^(c)		Represents investments of cash collateral received in connection with securities lending.

The following abbreviations are used in the Schedule of Investments:
ADR - American Depositary Receipt

Continued

Dividend Growth

Schedule of Investments, continued

January 31, 2011 (Unaudited)

At January 31, 2011, Dividend Growth’s investments were in the following countries:

Country

Great Britain	0.6	%
Israel	1.2	%
Curacao	2.8	%
Switzerland	2.0	%
United States	93.4	%

Total	100.0	%


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

Micro Cap Value

Schedule of Investments

January 31, 2011 (Unaudited)

	Shares		Value

Common Stocks (96.3%)
Auto Components (0.8%)
Motorcar Parts of America, Inc. *	24,722	$	355,997

Capital Markets (5.5%)
Gladstone Capital Corp.	37,863		399,076
JMP Group, Inc.	31,800		238,182
MVC Capital, Inc.	36,262		504,767
NGP Capital Resources Co.	61,440		558,490
Sanders Morris Harris Group, Inc.	66,070		458,526
SWS Group, Inc.	81,621		381,986

			2,541,027

Commercial Banks (8.8%)
Center Bancorp, Inc.	39,613		356,517
Center Financial Corp. *	32,349		237,765
Independent Bank Corp.	18,127		492,692
MainSource Financial Group, Inc.	29,658		269,443
Northrim BanCorp, Inc.	20,836		392,550
Pacific Continental Corp.	18,955		192,393
Renasant Corp.	27,182		423,768
Simmons First National Corp., Class A	13,318		370,107
Sterling Bancorp	41,599		407,254
Tennessee Commerce Bancorp, Inc. *	100,100		501,501
Washington Trust Bancorp, Inc.	21,383		427,660

			4,071,650

Commercial Services & Supplies (1.1%)
Schawk, Inc.	27,209		496,292

Communications Equipment (0.8%)
EXFO, Inc. *	36,600		364,536

Construction & Engineering (1.3%)
Pike Electric Corp. *	71,896		594,580

Distributors (1.0%)
Audiovox Corp., Class A *	62,810		450,976

Diversified Consumer Services (1.0%)
Carriage Services, Inc. *	22,200		113,442
Stewart Enterprises, Inc., Class A	54,700		348,986

			462,428

Diversified Telecommunication Services (1.9%)
Neutral Tandem, Inc. *	28,300		427,896
Premiere Global Services, Inc. *	70,654		440,174

			868,070

Electric Utilities (0.9%)
Central Vermont Public Service Corp.	20,500		440,135

Electronic Equipment, Instruments & Components (2.9%)
CTS Corp.	36,933		418,820
Electro Scientific Industries, Inc. *	19,769		329,549
Measurement Specialties, Inc. *	8,200		220,908
PAR Technology Corp. *	64,695		390,758

			1,360,035


Continued

Micro Cap Value

Schedule of Investments, continued

January 31, 2011 (Unaudited)

	Shares		Value

Common Stocks, continued
Energy Equipment & Services (2.3%)
Mitcham Industries, Inc. *	35,677	$	392,804
North American Energy Partners, Inc. *	56,106		672,711

			1,065,515

Food & Staples Retailing (3.3%)
Nash Finch Co.	14,434		543,729
Susser Holdings Corp. *	36,321		523,749
Winn-Dixie Stores, Inc. *	73,000		465,740

			1,533,218

Food Products (2.5%)
Inventure Foods, Inc. *	106,618		456,325
Overhill Farms, Inc. *	115,740		689,810

			1,146,135

Gas Utilities (0.7%)
Chesapeake Utilities Corp.	8,101		316,749

Health Care Equipment & Supplies (3.3%)
Greatbatch, Inc. *	13,256		312,179
Kensey Nash Corp. *	15,090		365,178
Medical Action Industries, Inc. *	57,829		468,415
Merit Medical Systems, Inc. *	27,500		406,175

			1,551,947

Health Care Providers & Services (3.2%)
American Dental Partners, Inc. *	41,923		532,841
BioScrip, Inc. *	91,600		474,488
Cross Country Healthcare, Inc. *	64,297		462,939

			1,470,268

Health Care Technology (1.0%)
Omnicell, Inc. *	31,955		445,293

Hotels, Restaurants & Leisure (2.2%)
Benihana, Inc., Class A *	73,040		596,006
Frisch’s Restaurants, Inc.	20,091		425,126

			1,021,132

Household Durables (0.6%)
Hooker Furniture Corp.	20,400		273,564

Insurance (5.4%)
American Equity Investment Life Holding Co.	35,739		453,170
AMERISAFE, Inc. *	26,180		466,266
EMC Insurance Group, Inc.	17,200		386,484
First Mercury Financial Corp.	15,600		256,620
Meadowbrook Insurance Group, Inc.	58,883		558,800
SeaBright Holdings, Inc.	42,108		408,869

			2,530,209

Internet Software & Services (2.1%)
Infospace, Inc. *	59,176		484,060
Perficient, Inc. *	41,160		481,160

			965,220

IT Services (2.8%)
Ciber, Inc. *	127,072		579,448
Global Cash Access Holdings, Inc. *	97,600		297,680
Ness Technologies, Inc. *	74,425		445,806

			1,322,934

Life Sciences Tools & Services (0.9%)
Medtox Scientific, Inc.	32,037		431,538

Machinery (3.0%)
Federal Signal Corp.	62,047		431,847
Flow International Corp. *	108,852		408,195
Greenbrier Cos., Inc. *	24,418		577,974

			1,418,016

Metals & Mining (1.0%)
Horsehead Holding Corp. *	35,100		446,121

Multiline Retail (0.7%)
Fred’s, Inc., Class A	24,394		327,611

Oil, Gas & Consumable Fuels (1.0%)
Petroquest Energy, Inc. *	60,900		477,456

Paper & Forest Products (1.1%)
PH Glatfelter Co.	41,692		501,555

Personal Products (1.1%)
Prestige Brands Holdings, Inc. *	45,699		504,517

Professional Services (3.7%)
Barrett Business Services, Inc.	35,705		525,578
CBIZ, Inc. *	76,251		531,469
Dolan Co. (The) *	27,053		370,897
SFN Group, Inc. *	32,000		309,760

			1,737,704

Real Estate Investment Trusts (5.2%)
Cedar Shopping Centers, Inc.	65,614		396,965
Gladstone Commercial Corp.	26,100		479,979
MHI Hospitality Corp. *	117,882		343,037
Monmouth Real Estate Investment Corp., Class A	67,006		551,459
U-Store-It Trust	30,860		298,107
UMH Properties, Inc.	34,100		355,663

			2,425,210

Road & Rail (5.4%)
Celadon Group, Inc. *	48,820		715,213
Marten Transport, Ltd.	19,320		411,709
Saia, Inc. *	29,493		422,045
USA Truck, Inc. *	36,327		435,924
Vitran Corp., Inc. *	38,250		519,818

			2,504,709

Semiconductors & Semiconductor Equipment (5.6%)
Cohu, Inc.	27,000		403,380
IXYS Corp. *	37,149		420,898
Pericom Semiconductor Corp. *	39,812		399,314
Photronics, Inc. *	83,805		552,275
Rudolph Technologies, Inc. *	43,844		441,071


Continued

Micro Cap Value

Schedule of Investments, continued

January 31, 2011 (Unaudited)

	Shares		Value

Common Stocks, continued
Semiconductors & Semiconductor Equipment, continued
Ultratech, Inc. *	17,047	$	384,154

			2,601,092

Software (1.8%)
American Software, Inc., Class A	71,379		472,529
Versant Corp. *	26,744		359,707

			832,236

Specialty Retail (3.4%)
Cache, Inc. *	100,733		378,756
Casual Male Retail Group, Inc. *	101,510		426,342
Stage Stores, Inc.	27,500		426,250
Stein Mart, Inc.	43,743		342,726

			1,574,074

Thrifts & Mortgage Finance (4.7%)
Berkshire Hills Bancorp, Inc.	28,195		598,862
BofI Holding, Inc. *	40,650		614,221
Dime Community Bancshares, Inc.	26,000		392,080
WSFS Financial Corp.	12,862		577,504

			2,182,667

Trading Companies & Distributors (1.7%)
Aceto Corp.	58,398		502,807
DXP Enterprises, Inc. *	13,918		303,134

			805,941

Wireless Telecommunication Services (0.6%)
USA Mobility, Inc.	17,705		302,401

Total Common Stocks			44,720,758

Investments in Affiliates (4.8%)
Fifth Third Institutional Money Market Fund ^(a)	2,210,969		2,210,969

Total Investments in Affiliates			2,210,969

Total Investments (Cost $40,610,016) - 101.1%			46,931,727
Liabilities in excess of other assets - (1.1)%			(498,732	)

NET ASSETS - 100.0%		$	46,432,995

Notes to Schedule of Investments

*		Non-income producing security.

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

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

Small Cap Value

Schedule of Investments

January 31, 2011 (Unaudited)

	Shares		Value

Common Stocks (96.6%)
Aerospace & Defense (3.7%)
AAR Corp. *	28,816	$	771,981
Curtiss-Wright Corp.	32,540		1,129,138
Orbital Sciences Corp. *	51,901		885,431

			2,786,550

Capital Markets (1.3%)
SWS Group, Inc.	206,452		966,195

Chemicals (3.7%)
Innophos Holdings, Inc.	18,437		611,555
Olin Corp.	57,954		1,128,365
OM Group, Inc. *	29,291		1,059,748

			2,799,668

Commercial Banks (9.0%)
FNB Corp.	142,902		1,443,310
Glacier Bancorp, Inc.	72,550		1,023,680
Old National Bancorp	124,672		1,337,731
Renasant Corp.	53,683		836,918
UMB Financial Corp.	26,878		1,092,591
United Bankshares, Inc.	35,341		996,616

			6,730,846

Commercial Services & Supplies (3.4%)
Consolidated Graphics, Inc. *	24,872		1,244,844
KAR Auction Services, Inc. *	86,135		1,278,243

			2,523,087

Communications Equipment (1.2%)
Comtech Telecommunications Corp.	31,197		875,388

Construction & Engineering (3.1%)
Great Lakes Dredge & Dock Corp.	153,436		1,275,053
Pike Electric Corp. *	126,778		1,048,454

			2,323,507

Consumer Finance (1.7%)
Cash America International, Inc.	31,262		1,257,670

Diversified Consumer Services (3.0%)
Regis Corp.	68,701		1,151,429
Stewart Enterprises, Inc., Class A	172,417		1,100,020

			2,251,449

Diversified Telecommunication Services (0.7%)
Neutral Tandem, Inc. *	37,152		561,738

Electric Utilities (1.3%)
Unitil Corp.	45,858		1,008,876

Electrical Equipment (1.2%)
EnerSys *	28,448		933,663

Electronic Equipment, Instruments & Components (1.5%)
Brightpoint, Inc. *	125,087		1,135,165


Continued

Small Cap Value

Schedule of Investments, continued

January 31, 2011 (Unaudited)

	Shares		Value

Common Stocks, continued
Energy Equipment & Services (4.9%)
Helix Energy Solutions Group, Inc. *	109,822	$	1,361,793
North American Energy Partners, Inc. *	97,816		1,172,814
Parker Drilling Co. *	267,854		1,162,486

			3,697,093

Food & Staples Retailing (1.5%)
Winn-Dixie Stores, Inc. *	171,856		1,096,441

Food Products (1.9%)
Fresh Del Monte Produce, Inc.	53,325		1,410,446

Health Care Equipment & Supplies (4.2%)
American Medical Systems Holdings, Inc. *	58,693		1,145,687
Merit Medical Systems, Inc. *	76,155		1,124,809
Wright Medical Group, Inc. *	61,875		919,463

			3,189,959

Hotels, Restaurants & Leisure (3.1%)
Bob Evans Farms, Inc.	36,097		1,136,334
International Speedway Corp., Class A	41,365		1,196,689

			2,333,023

Household Durables (1.5%)
Helen of Troy, Ltd. *	40,491		1,136,582

Independent Power Producers & Energy Traders (1.1%)
GenOn Energy, Inc. *	199,154		824,498

Insurance (2.4%)
Endurance Specialty Holdings, Ltd.	19,126		889,168
Meadowbrook Insurance Group, Inc.	94,076		892,781

			1,781,949

Internet Software & Services (2.9%)
Earthlink, Inc.	124,690		1,063,606
United Online, Inc.	152,902		1,081,017

			2,144,623

Machinery (3.1%)
Albany International Corp., Class A	52,853		1,191,835
Federal Signal Corp.	158,063		1,100,119

			2,291,954

Marine (1.3%)
Alexander & Baldwin, Inc.	24,550		984,946

Metals & Mining (4.5%)
Coeur d’Alene Mines Corp. *	64,699		1,512,662
Northgate Minerals Corp. *	365,255		942,358
Schnitzer Steel Industries, Inc., Class A	15,361		947,774

			3,402,794

Multi-Utilities (2.3%)
Black Hills Corp.	38,381		1,190,195
Vectren Corp.	20,791		550,754

			1,740,949

Multiline Retail (1.7%)
Fred’s, Inc., Class A	94,983		1,275,622

Oil, Gas & Consumable Fuels (2.9%)
Penn Virginia Corp.	65,824		1,144,021
USEC, Inc. *	190,186		1,055,533

			2,199,554

Paper & Forest Products (1.3%)
PH Glatfelter Co.	78,637		946,003

Professional Services (1.5%)
Navigant Consulting, Inc. *	112,311		1,144,449

Real Estate Investment Trusts (8.7%)
Brandywine Realty Trust	85,583		992,763
Cedar Shopping Centers, Inc.	165,819		1,003,205
Entertainment Properties Trust	25,843		1,189,553
First Potomac Realty Trust	63,777		1,026,810
LaSalle Hotel Properties	43,018		1,194,610
U-Store-It Trust	115,608		1,116,773

			6,523,714

Road & Rail (3.1%)
RailAmerica, Inc. *	97,341		1,213,842
Werner Enterprises, Inc.	44,946		1,107,919

			2,321,761

Semiconductors & Semiconductor Equipment (3.2%)
Entegris, Inc. *	152,398		1,165,845
FEI Co. *	44,682		1,217,584

			2,383,429

Software (1.5%)
THQ, Inc. *	191,723		1,113,911

Specialty Retail (1.7%)
Rent-A-Center, Inc.	43,397		1,290,627

Water Utilities (1.5%)
California Water Service Group	30,422		1,110,403

Total Common Stocks			72,498,532

Investments in Affiliates (0.3%)
Fifth Third Institutional Money Market Fund ^(a)	192,383		192,383

Total Investments in Affiliates			192,383

Total Investments (Cost $64,891,545) - 96.9%			72,690,915
Other assets in excess of liabilities - 3.1%			2,353,936

NET ASSETS - 100.0%		$	75,044,851

Notes to Schedule of Investments

*		Non-income producing security.

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


Continued

Small Cap Value

Schedule of Investments, continued

January 31, 2011 (Unaudited)

At January 31, 2011, Small Cap Value’s investments were in the following countries:

Country

Bermuda		2.8%
Canada		2.9%
United States		94.3%

Total		100.0%


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

All Cap Value

Schedule of Investments

January 31, 2011 (Unaudited)

	Shares		Value

Common Stocks (98.4%)
Aerospace & Defense (2.5%)
AAR Corp. *	54,808	$	1,468,306
General Dynamics Corp.	19,384		1,461,554

			2,929,860

Biotechnology (1.5%)
Amgen, Inc. *	32,444		1,787,015

Capital Markets (5.4%)
Ameriprise Financial, Inc.	37,578		2,316,684
Goldman Sachs Group, Inc. (The)	14,782		2,418,631
Legg Mason, Inc. ^(a)	49,795		1,649,708

			6,385,023

Chemicals (2.4%)
Dow Chemical Co. (The)	81,017		2,874,483

Commercial Banks (5.8%)
First Horizon National Corp. * ^(a)	91,796		1,040,053
KeyCorp	107,868		960,025
Old National Bancorp ^(a)	105,945		1,136,790
U.S. Bancorp	67,872		1,832,544
Wells Fargo & Co.	59,476		1,928,212

			6,897,624

Communications Equipment (0.4%)
Symmetricom, Inc. *	77,232		479,611

Computers & Peripherals (1.0%)
Hewlett-Packard Co.	25,769		1,177,386

Consumer Finance (1.4%)
Discover Financial Services	79,742		1,641,888

Diversified Financial Services (7.2%)
Citigroup, Inc. *	622,686		3,001,347
JP Morgan Chase & Co.	96,114		4,319,363
NYSE Euronext	40,346		1,283,406

			8,604,116

Diversified Telecommunication Services (6.2%)
AT&T, Inc.	29,732		818,225
CenturyLink, Inc.	39,655		1,714,682
Frontier Communications Corp.	191,168		1,753,010
Neutral Tandem, Inc. *	54,597		825,507
Verizon Communications, Inc.	64,948		2,313,448

			7,424,872

Electric Utilities (3.1%)
Edison International	19,779		717,582
FirstEnergy Corp. ^(a)	41,854		1,637,328
NextEra Energy, Inc.	13,186		704,924
Pepco Holdings, Inc.	36,920		685,604

			3,745,438

Electronic Equipment, Instruments & Components (1.1%)
Avnet, Inc. *	35,885		1,278,224


Continued

All Cap Value

Schedule of Investments, continued

January 31, 2011 (Unaudited)

	Shares		Value

Common Stocks, continued
Energy Equipment & Services (5.8%)
Baker Hughes, Inc.	21,396	$	1,465,840
Ensco PLC, ADR	21,898		1,189,937
Helix Energy Solutions Group, Inc. *	38,743		480,413
Nabors Industries, Ltd. *	58,020		1,415,688
National Oilwell Varco, Inc.	22,792		1,684,329
North American Energy Partners, Inc. *	59,386		712,038

			6,948,245

Food & Staples Retailing (0.6%)
Winn-Dixie Stores, Inc. * ^(a)	113,709		725,463

Food Products (1.3%)
Kraft Foods, Inc., Class A	50,573		1,546,017

Health Care Equipment & Supplies (1.9%)
Hologic, Inc. *	112,403		2,239,068

Health Care Providers & Services (3.1%)
Omnicare, Inc.	38,201		990,170
UnitedHealth Group, Inc.	64,698		2,655,853

			3,646,023

Household Products (1.4%)
Energizer Holdings, Inc. *	22,131		1,609,809

Industrial Conglomerates (5.6%)
General Electric Co.	236,283		4,758,739
Tyco International, Ltd.	43,189		1,936,163

			6,694,902

Insurance (5.9%)
Allstate Corp. (The)	56,942		1,773,174
Hartford Financial Services Group, Inc.	26,372		732,614
Meadowbrook Insurance Group, Inc.	125,453		1,190,549
Prudential Financial, Inc.	21,625		1,330,154
Reinsurance Group of America, Inc.	17,547		1,010,005
Travelers Cos., Inc. (The)	18,460		1,038,560

			7,075,056

Internet Software & Services (0.7%)
United Online, Inc.	120,254		850,196

Leisure Equipment & Products (0.6%)
Mattel, Inc.	29,009		686,933

Machinery (1.0%)
Federal Signal Corp. ^(a)	119,827		833,996
Snap-On, Inc.	6,315		357,618

			1,191,614

Media (2.6%)
Time Warner, Inc.	49,496		1,556,649
Viacom, Inc., Class B	36,393		1,512,129

			3,068,778

Metals & Mining (2.7%)
Alcoa, Inc.	67,431		1,117,332
Coeur d’Alene Mines Corp. *	53,256		1,245,125
Schnitzer Steel Industries, Inc., Class A ^(a)	14,568		898,845

			3,261,302

Multi-Utilities (0.8%)
PG & E Corp.	21,097		976,369

Office Electronics (1.5%)
Xerox Corp.	170,051		1,805,942

Oil, Gas & Consumable Fuels (8.4%)
Apache Corp.	21,610		2,579,370
Chevron Corp.	26,372		2,503,494
ConocoPhillips	42,195		3,015,255
Exxon Mobil Corp.	15,544		1,254,090
Holly Corp. ^(a)	13,379		656,507

			10,008,716

Pharmaceuticals (5.2%)
Forest Laboratories, Inc. *	75,073		2,421,855
Johnson & Johnson	28,043		1,676,130
Teva Pharmaceutical Industries, Ltd., ADR	38,087		2,081,455

			6,179,440

Professional Services (1.4%)
CBIZ, Inc. * ^(a)	162,263		1,130,973
Manpower, Inc.	9,104		587,845

			1,718,818

Real Estate Investment Trusts (1.5%)
Annaly Capital Management, Inc.	28,532		508,726
Health Care, Inc.	25,052		1,229,552

			1,738,278

Semiconductors & Semiconductor Equipment (0.4%)
Cabot Microelectronics Corp. *	10,729		483,985

Software (3.4%)
Cadence Design Systems, Inc. *	79,115		686,718
Microsoft Corp.	86,479		2,397,631
THQ, Inc. * ^(a)	167,925		975,644

			4,059,993

Specialty Retail (1.6%)
American Eagle Outfitters, Inc.	67,056		969,630
Best Buy Co., Inc.	27,378		930,852

			1,900,482

Textiles, Apparel & Luxury Goods (0.9%)
VF Corp.	13,186		1,090,746

Thrifts & Mortgage Finance (1.0%)
New York Community Bancorp, Inc. ^(a)	64,736		1,185,963

Tobacco (1.1%)
Altria Group, Inc.	58,018		1,364,003

Total Common Stocks			117,281,681


Continued

All Cap Value

Schedule of Investments, continued

January 31, 2011 (Unaudited)

	Shares		Value

Investment Companies (4.9%)
State Street Navigator Securities Lending Portfolio ^(c)	5,788,058	$	5,788,058

Total Investment Companies			5,788,058

Investments in Affiliates (0.6%)
Fifth Third Institutional Money Market Fund ^(b)	784,407		784,407

Total Investments in Affiliates			784,407

Total Investments (Cost $101,490,596) - 103.9%			123,854,146
Liabilities in excess of other assets - (3.9)%			(4,647,527	)

NET ASSETS - 100.0%		$	119,206,619

Notes to Schedule of Investments

*		Non-income producing security.

^(a)		All or part of this security was on loan.

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

^(c)		Represents investments of cash collateral received in connection with securities lending.

The following abbreviations are used in the Schedule of Investments:
ADR - American Depositary Receipt

At January 31, 2011, All Cap Value’s investments were in the following countries:

Country

Bermuda	1.1	%
Canada	0.6	%
Great Britain	0.9	%
Israel	1.7	%
Switzerland	1.6	%
United States	94.1	%

Total	100.0	%


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

Disciplined Large Cap Value

Schedule of Investments

January 31, 2011 (Unaudited)

	Shares		Value

Common Stocks (98.8%)
Aerospace & Defense (2.0%)
General Dynamics Corp.	59,492	$	4,485,697

Beverages (0.9%)
Constellation Brands, Inc., Class A *	100,542		1,932,417

Capital Markets (4.6%)
Ameriprise Financial, Inc.	80,166		4,942,234
Goldman Sachs Group, Inc. (The)	33,167		5,426,784

			10,369,018

Chemicals (2.2%)
Dow Chemical Co. (The)	138,914		4,928,669

Commercial Banks (2.6%)
U.S. Bancorp	216,551		5,846,877

Computers & Peripherals (0.9%)
Hewlett-Packard Co.	46,850		2,140,577

Consumer Finance (1.8%)
Discover Financial Services	200,786		4,134,184

Diversified Financial Services (9.7%)
Citigroup, Inc. *	1,784,614		8,601,839
JP Morgan Chase & Co.	221,905		9,972,411
NYSE Euronext	107,681		3,425,333

			21,999,583

Diversified Telecommunication Services (7.0%)
CenturyLink, Inc. ^(a)	108,722		4,701,139
Frontier Communications Corp.	445,150		4,082,026
Verizon Communications, Inc.	196,324		6,993,061

			15,776,226

Electric Utilities (4.1%)
Edison International	112,738		4,090,134
NextEra Energy, Inc.	95,782		5,120,506

			9,210,640

Energy Equipment & Services (4.5%)
Baker Hughes, Inc.	38,819		2,659,490
Ensco PLC, ADR	79,571		4,323,888
National Oilwell Varco, Inc.	41,793		3,088,503

			10,071,881

Food Products (2.2%)
Kraft Foods, Inc., Class A	160,926		4,919,508

Health Care Providers & Services (4.5%)
UnitedHealth Group, Inc.	246,892		10,134,917

Household Products (1.8%)
Energizer Holdings, Inc. *	56,220		4,089,443

Industrial Conglomerates (6.0%)
General Electric Co.	482,630		9,720,168
Tyco International, Ltd.	86,264		3,867,215

			13,587,383


Continued

Disciplined Large Cap Value

Schedule of Investments, continued

January 31, 2011 (Unaudited)

	Shares		Value

Common Stocks, continued
Insurance (8.4%)
Allstate Corp. (The)	107,829	$	3,357,795
Prudential Financial, Inc.	89,536		5,507,359
Reinsurance Group of America, Inc.	89,089		5,127,963
Travelers Cos., Inc. (The)	89,684		5,045,622

			19,038,739

Leisure Equipment & Products (1.7%)
Mattel, Inc.	159,736		3,782,548

Media (4.1%)
Time Warner, Inc.	132,072		4,153,664
Viacom, Inc., Class B	124,636		5,178,626

			9,332,290

Metals & Mining (1.1%)
Alcoa, Inc.	155,274		2,572,890

Office Electronics (2.2%)
Xerox Corp.	479,209		5,089,200

Oil, Gas & Consumable Fuels (11.2%)
Apache Corp.	52,056		6,213,404
Chevron Corp.	116,753		11,083,362
ConocoPhillips	112,143		8,013,739

			25,310,505

Pharmaceuticals (5.1%)
Forest Laboratories, Inc. *	153,936		4,965,975
Teva Pharmaceutical Industries, Ltd., ADR	119,877		6,551,278

			11,517,253

Real Estate Investment Trusts (3.0%)
Annaly Capital Management, Inc.	177,286		3,161,009
Health Care, Inc.	71,837		3,525,760

			6,686,769

Software (2.1%)
Microsoft Corp.	172,378		4,779,180

Specialty Retail (1.2%)
Best Buy Co., Inc.	77,637		2,639,658

Textiles, Apparel & Luxury Goods (1.2%)
VF Corp. ^(a)	32,423		2,682,031

Thrifts & Mortgage Finance (1.2%)
New York Community Bancorp, Inc. ^(a)	146,797		2,689,321

Tobacco (1.5%)
Altria Group, Inc.	147,838		3,475,671

Total Common Stocks			223,223,075

Investment Companies (3.1%)
State Street Navigator Securities Lending Portfolio ^(c)	7,048,045		7,048,045

Total Investment Companies			7,048,045

Investments in Affiliates (1.2%)
Fifth Third Institutional Money Market Fund ^(b)	2,601,438		2,601,438

Total Investments in Affiliates			2,601,438

Total Investments (Cost $173,679,733) - 103.1%			232,872,558
Liabilities in excess of other assets - (3.1)%			(6,962,925	)

NET ASSETS - 100.0%		$	225,909,633

Notes to Schedule of Investments

*		Non-income producing security.

^(a)		All or part of this security was on loan.

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

^(c)		Represents investments of cash collateral received in connection with securities lending.

The following abbreviations are used in the Schedule of Investments:
ADR - American Depositary Receipt
At January 31, 2011, Disciplined Large Cap Value’s investments were in the following countries:

Country

Great Britain	1.8	%
Israel	2.8	%
Switzerland	1.7	%
United States	93.7	%

Total	100.0	%


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

Structured Large Cap Plus

Schedule of Investments

January 31, 2011 (Unaudited)

	Shares	Value

Common Stocks (127.5%)
Aerospace & Defense (4.4%)
Honeywell International, Inc.	13,111	$	734,347
Northrop Grumman Corp. ^(b)	19,489		1,350,588
Raytheon Co. ^(b)	19,910		995,301
United Technologies Corp. ^(b)	12,822		1,042,428

			4,122,664

Air Freight & Logistics (0.1%)
United Parcel Service, Inc., Class B	1,399		100,196

Airlines (0.1%)
Southwest Airlines Co.	8,908		105,560

Auto Components (1.0%)
TRW Automotive Holdings Corp. *	15,146		903,610

Automobiles (1.0%)
Ford Motor Co. * ^(b)	57,097		910,697

Beverages ^(b) (1.7%)
Coca-Cola Co. (The)	8,851		556,285
Dr.Pepper Snapple Group, Inc.	28,769		1,019,286

			1,575,571

Biotechnology (3.1%)
Amgen, Inc. *	10,307		567,710
Biogen Idec, Inc. * ^(b)	18,586		1,216,825
Cephalon, Inc. * ^(b)	18,033		1,065,390

			2,849,925

Capital Markets (3.0%)
Ameriprise Financial, Inc. ^(b)	21,850		1,347,053
Franklin Resources, Inc. ^(b)	1,141		137,662
Goldman Sachs Group, Inc. (The)	2,281		373,217
Legg Mason, Inc.	27,710		918,032

			2,775,964

Chemicals (2.9%)
E.I. du Pont de Nemours & Co. ^(b)	10,810		547,851
Eastman Chemical Co.	300		27,858
Minerals Technologies, Inc.	7,823		493,005
PPG Industries, Inc. ^(b)	1,792		151,030
Sherwin-Williams Co. (The)	4,256		360,611
Sigma-Aldrich Corp. ^(b)	17,653		1,123,613

			2,703,968

Commercial Banks ^(b) (2.1%)
PNC Financial Services Group, Inc.	13,334		800,040
Wells Fargo & Co.	35,090		1,137,618

			1,937,658

Commercial Services & Supplies (1.0%)
RR Donnelley & Sons Co. ^(b)	50,944		902,728

Communications Equipment (2.5%)
Cisco Systems, Inc. *	3,522		74,490
Harris Corp. ^(b)	24,257		1,128,921
Research In Motion, Ltd. *	18,688		1,104,648

			2,308,059

Computers & Peripherals (4.0%)
Apple, Inc. * ^(b)	6,631		2,250,031
Dell, Inc. * ^(b)	12,955		170,488
Hewlett-Packard Co.	2,332		106,549
Western Digital Corp. * ^(b)	34,820		1,184,576

			3,711,644

Consumer Finance ^(b) (1.8%)
Capital One Financial Corp.	8,484		408,590
Discover Financial Services	61,597		1,268,282

			1,676,872

Containers & Packaging (0.2%)
Sealed Air Corp.	5,841		155,896

Diversified Financial Services ^(b) (4.6%)
Citigroup, Inc. *	185,728		895,209
JPMorgan Chase & Co.	57,838		2,599,240
NASDAQ OMX Group, Inc. (The) *	31,311		766,493

			4,260,942

Diversified Telecommunication Services (3.5%)
AT&T, Inc. ^(b)	49,691		1,367,496
Verizon Communications, Inc.	53,773		1,915,394

			3,282,890

Electric Utilities (0.7%)
Allegheny Energy, Inc.	1,326		34,184
Edison International	3,007		109,094
Exelon Corp.	13,089		556,414

			699,692

Electrical Equipment (1.5%)
Emerson Electric Co. ^(b)	24,194		1,424,543

Energy Equipment & Services (3.1%)
Exterran Holdings, Inc. * ^(b)	35,529		881,475
Halliburton Co.	73		3,285
Nabors Industries, Ltd. *	18,537		452,303
Rowan Cos., Inc. *	19,248		659,821
SEACOR Holdings, Inc.	8,774		927,324

			2,924,208

Food & Staples Retailing (1.3%)
Wal-Mart Stores, Inc. ^(b)	19,933		1,117,644
Walgreen Co.	2,587		104,618

			1,222,262

Food Products ^(b) (2.2%)
ConAgra Foods, Inc.	38,458		858,767
General Mills, Inc.	11,019		383,241
HJ Heinz Co.	17,188		816,430

			2,058,438

Gas Utilities (1.1%)
Questar Corp. ^(b)	59,195		1,031,769


Continued

Structured Large Cap Plus

Schedule of Investments, continued

January 31, 2011 (Unaudited)

	Shares	Value

Common Stocks, continued
Health Care Equipment & Supplies (0.5%)
Baxter International, Inc.	624	$	30,258
Cooper Cos., Inc. (The)	4,748		272,250
St. Jude Medical, Inc. *	5,071		205,375

			507,883

Health Care Providers & Services (4.6%)
Cardinal Health, Inc. ^(b)	32,310		1,341,188
Express Scripts, Inc. *	3,901		219,743
Humana, Inc. * ^(b)	21,413		1,241,312
Tenet Healthcare Corp. *	3,795		25,237
UnitedHealth Group, Inc.	663		27,216
WellCare Health Plans, Inc. *	10,227		305,787
WellPoint, Inc. * ^(b)	18,203		1,130,771

			4,291,254

Hotels, Restaurants & Leisure (1.1%)
McDonald’s Corp. ^(b)	13,652		1,005,743

Household Durables (1.2%)
Tempur-Pedic International, Inc. *	5,477		239,016
Whirlpool Corp. ^(b)	10,575		904,163

			1,143,179

Household Products (1.9%)
Procter & Gamble Co. (The) ^(b)	28,242		1,782,917

Independent Power Producers & Energy Traders (1.2%)
NRG Energy, Inc. * ^(b)	54,386		1,128,509

Industrial Conglomerates ^(b) (3.3%)
3M Co.	16,750		1,472,660
General Electric Co.	77,808		1,567,053

			3,039,713

Insurance (4.6%)
ACE, Ltd.	20,700		1,274,913
Chubb Corp. ^(b)	20,859		1,208,362
Hartford Financial Services Group, Inc. ^(b)	32,710		908,684
Travelers Cos., Inc. (The)	15,373		864,885

			4,256,844

Internet & Catalog Retail (0.2%)
NetFlix, Inc. *	825		176,616

Internet Software & Services (2.2%)
AOL, Inc. *	18,183		427,664
Google, Inc., Class A * ^(b)	2,345		1,407,844
IAC / InterActiveCorp *	8,885		251,357

			2,086,865

IT Services ^(b) (4.4%)
Computer Sciences Corp.	23,755		1,265,904
International Business Machines Corp.	17,202		2,786,724

			4,052,628

Leisure Equipment & Products (0.0%)
Hasbro, Inc.	106		4,673

Life Sciences Tools & Services (1.0%)
Thermo Fisher Scientific, Inc. * ^(b)	16,243		930,237

Machinery (3.3%)
AGCO Corp. *	7,006		355,204
Caterpillar, Inc. ^(b)	14,341		1,391,221
Eaton Corp. ^(b)	12,369		1,335,357

			3,081,782

Media (3.1%)
CBS Corp., Class B	33,298		660,299
Comcast Corp., Class A	1,214		27,619
DIRECTV,Class A * ^(b)	20,884		885,273
Time Warner, Inc. ^(b)	41,025		1,290,236

			2,863,427

Metals & Mining (4.0%)
Cliffs Natural Resources, Inc.	14,640		1,251,134
Freeport-McMoRan Copper & Gold, Inc. ^(b)	13,470		1,464,863
Newmont Mining Corp.	17,599		969,177

			3,685,174

Multi-Utilities (1.4%)
Ameren Corp.	37,568		1,065,804
NiSource, Inc. ^(b)	12,752		237,442

			1,303,246

Multiline Retail (1.5%)
Dollar Tree, Inc. *	8,476		428,716
Family Dollar Stores, Inc. ^(b)	23,621		1,003,420

			1,432,136

Oil, Gas & Consumable Fuels (13.7%)
Apache Corp. ^(b)	6,308		752,923
Chevron Corp. ^(b)	22,926		2,176,365
ConocoPhillips ^(b)	28,330		2,024,462
El Paso Corp.	87,302		1,386,356
Exxon Mobil Corp. ^(b)	24,152		1,948,583
Marathon Oil Corp. ^(b)	37,016		1,691,631
Murphy Oil Corp. ^(b)	9,296		616,325
Sunoco, Inc.	16,551		702,590
Tesoro Corp. ^(b)	30,498		587,087
Valero Energy Corp.	35,893		910,246

			12,796,568

Pharmaceuticals (5.0%)
Bristol-Myers Squibb Co.	264		6,648
Eli Lilly & Co. ^(b)	24,428		849,362
Forest Laboratories, Inc. * ^(b)	33,135		1,068,935
Johnson & Johnson	3,937		235,314
Mylan, Inc. * ^(b)	45,464		1,052,946
Pfizer, Inc.	77,692		1,415,548

			4,628,753

Real Estate Investment Trusts (2.0%)
AvalonBay Communities, Inc.	10,685		1,238,712
Equity Residential	11,177		605,682

			1,844,394

Real Estate Management & Development (0.9%)
CB Richard Ellis Group, Inc., Class A *	39,543		877,459



Continued

Structured Large Cap Plus

Schedule of Investments, continued

January 31, 2011 (Unaudited)

	Shares	Value

Common Stocks, continued
Road & Rail (1.2%)
Ryder System, Inc.	22,663	$	1,089,637

Semiconductors & Semiconductor Equipment (4.9%)
Advanced Micro Devices, Inc. *	74,015		579,538
Intel Corp. ^(b)	95,055		2,039,880
Micron Technology, Inc. * ^(b)	145,196		1,530,366
Novellus Systems, Inc. *	10,301		371,557

			4,521,341

Software ^(b) (5.7%)
CA, Inc.	35,677		849,113
Intuit, Inc. *	13,928		653,641
Microsoft Corp.	98,241		2,723,732
Symantec Corp. *	63,960		1,126,335

			5,352,821

Specialty Retail (2.8%)
AutoZone, Inc. * ^(b)	3,391		859,720
Limited Brands, Inc. ^(b)	37,800		1,105,272
Ross Stores, Inc.	6,069		395,699
TJX Cos., Inc.	4,338		205,578

			2,566,269

Textiles, Apparel & Luxury Goods (1.4%)
Deckers Outdoor Corp. * ^(b)	13,271		973,959
Under Armour, Inc., Class A *	5,596		334,976

			1,308,935

Tobacco (2.5%)
Altria Group, Inc.	22,469		528,246
Philip Morris International, Inc. ^(b)	30,876		1,767,342

			2,295,588

Trading Companies & Distributors (1.0%)
WW Grainger, Inc.	7,439		978,005

Total Common Stocks			118,678,352

Investments in Affiliates (1.8%)
Fifth Third Institutional Money Market Fund ^(a)	1,655,039		1,655,039

Total Investments in Affiliates			1,655,039

Total Investments (Cost $97,820,123) - 129.3%			120,333,391
Securities Sold Short (Proceeds $25,648,714) - (29.5)%			(27,458,688	)

Other assets in excess of liabilities - 0.2%			173,728

NET ASSETS - 100.0%		$	93,048,431

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

Structured Large Cap Plus

Schedule of Securities Sold Short

January 31, 2011 (Unaudited)

	Shares		Value

Common Stocks (29.5%)
Aerospace & Defense (0.7%)
Rockwell Collins, Inc.	(10,639	)	$	(682,385	)

Airlines (0.8%)
AMR Corp. *	(110,792	)		(781,084	)

Biotechnology (1.9%)
Regeneron Pharmaceuticals, Inc. *	(14,563	)		(490,482	)
Vertex Pharmaceuticals, Inc. *	(31,905	)		(1,240,785	)

				(1,731,267	)

Building Products (0.1%)
USG Corp. *	(7,459	)		(120,985	)

Capital Markets (0.8%)
ETrade Financial Corp.	(43,515	)		(720,608	)

Commercial Services & Supplies (1.1%)
Iron Mountain, Inc.	(43,062	)		(1,050,282	)

Construction Materials (0.5%)
Vulcan Materials Co.	(10,794	)		(459,393	)

Diversified Consumer Services (0.2%)
Apollo Group, Inc., Class A *	(3,698	)		(152,616	)

Diversified Telecommunication Services (1.1%)
Frontier Communications Corp.	(109,798	)		(1,006,848	)

Electrical Equipment (0.1%)
Roper Industries, Inc.	(614	)		(47,702	)

Food Products (0.8%)
Green Mountain Coffee Roasters, Inc. *	(3,972	)		(133,380	)
Tyson Foods, Inc., Class A	(34,939	)		(574,746	)

				(708,126	)

Gas Utilities (1.2%)
National Fuel Gas Co.	(17,137	)		(1,171,143	)

Health Care Providers & Services (1.6%)
Brookdale Senior Living, Inc. *	(37,964	)		(829,514	)
Patterson Cos., Inc.	(19,288	)		(637,661	)

				(1,467,175	)

Health Care Technology (0.1%)
Allscripts Healthcare Solutions, Inc. *	(3,594	)		(75,869	)

Household Durables (2.0%)
Lennar Corp., Class A	(26,647	)		(515,886	)
MDC Holdings, Inc.	(28,205	)		(871,816	)
Pulte Group, Inc. *	(64,213	)		(506,641	)

				(1,894,343	)

Insurance (1.8%)
AON Corp.	(993	)		(45,420	)
Genworth Financial, Inc., Class A *	(82,070	)		(1,113,690	)
Marsh & McLennan Cos., Inc.	(19,806	)		(552,191	)

				(1,711,301	)


Continued

Structured Large Cap Plus

Schedule of Securities Sold Short, continued

January 31, 2011 (Unaudited)

	Shares			Value

Common Stocks, continued
Internet Software & Services (0.2%)
Yahoo!, Inc. *	(11,946	)	$	(192,570	)

IT Services (1.3%)
CoreLogic, Inc.	(60,670	)		(1,216,434	)

Life Sciences Tools & Services (1.1%)
Waters Corp. *	(13,108	)		(1,001,320	)

Media (0.9%)
DreamWorks Animation SKG, Inc., Class A *	(28,734	)		(806,563	)

Metals & Mining (1.9%)
Nucor Corp.	(15,820	)		(726,296	)
United States Steel Corp.	(18,546	)		(1,069,548	)

				(1,795,844	)

Multi-Utilities (1.1%)
Sempra Energy	(19,394	)		(1,009,846	)

Office Electronics (0.4%)
Xerox Corp.	(34,715	)		(368,673	)

Oil, Gas & Consumable Fuels (3.0%)
100,000ths Kinder Morgan Management LLC *	(15,840	)		(10	)
Consol Energy, Inc.	(24,115	)		(1,198,516	)
InterOil Corp. *	(11,600	)		(802,720	)
Southwestern Energy Co. *	(20,819	)		(822,350	)

				(2,823,596	)

Pharmaceuticals (0.1%)
Vivus, Inc. *	(5,706	)		(51,069	)

Professional Services (0.7%)
Dun & Bradstreet Corp.	(2,108	)		(179,075	)
Verisk Analytics, Inc., Class A *	(14,991	)		(507,145	)

				(686,220	)

Real Estate Investment Trusts (1.0%)
Weyerhaeuser Co.	(38,552	)		(893,635	)

Semiconductors & Semiconductor Equipment (1.2%)
MEMC Electronic Materials, Inc. *	(96,336	)		(1,068,366	)
NVIDIA Corp. *	(1,227	)		(29,350	)

				(1,097,716	)

Software (1.0%)
Electronic Arts, Inc. *	(39,241	)		(611,767	)
Salesforce.com, Inc. *	(2,652	)		(342,480	)

				(954,247	)

Thrifts & Mortgage Finance (0.7%)
Hudson City Bancorp, Inc.	(63,907	)		(701,699	)

Tobacco (0.1%)
Universal Corp.	(2,062	)		(78,129	)

Total Common Stocks				(27,458,688	)

TOTAL SECURITIES SOLD SHORT (Proceeds $25,648,714) - (29.5)%			$	(27,458,688	)

Notes to Schedule of Investments

*		Non-income producing security.

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

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

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

Equity Index

Schedule of Investments

January 31, 2011 (Unaudited)

	Shares	Value

Common Stocks (96.8%)
Aerospace & Defense (2.7%)
Boeing Co. (The)	21,992	$	1,528,004
General Dynamics Corp.	11,324		853,830
Goodrich Corp.	3,759		340,640
Honeywell International, Inc.	23,389		1,310,018
ITT Corp.	5,504		324,296
L-3 Communications Holdings, Inc.	3,393		265,502
Lockheed Martin Corp.	8,853		704,699
Northrop Grumman Corp.	8,754		606,652
Precision Castparts Corp.	4,276		611,425
Raytheon Co.	10,929		546,341
Rockwell Collins, Inc.	4,702		301,586
United Technologies Corp.	27,683		2,250,628

			9,643,621

Air Freight & Logistics (1.0%)
CH Robinson Worldwide, Inc.	4,977		383,677
Expeditors International of Washington, Inc.	6,366		322,565
FedEx Corp.	9,433		851,989
United Parcel Service, Inc., Class B	29,647		2,123,318

			3,681,549

Airlines (0.1%)
Southwest Airlines Co.	22,397		265,404

Auto Components (0.2%)
Goodyear Tire & Rubber Co. (The) *	7,282		86,510
Johnson Controls, Inc.	20,217		776,131

			862,641

Automobiles (0.6%)
Ford Motor Co. *	112,321		1,791,520
Harley-Davidson, Inc.	7,061		279,969

			2,071,489

Beverages (2.3%)
Brown-Forman Corp., Class B	3,111		206,415
Coca-Cola Co. (The)	69,612		4,375,114
Coca-Cola Enterprises, Inc.	10,156		255,525
Constellation Brands, Inc., Class A *	5,345		102,731
Dr.Pepper Snapple Group, Inc.	6,808		241,207
Molson Coors Brewing Co., Class B	4,743		222,304
PepsiCo, Inc.	47,512		3,055,497

			8,458,793

Biotechnology (1.2%)
Amgen, Inc. *	28,325		1,560,141
Biogen Idec, Inc. *	7,144		467,718
Celgene Corp. *	14,109		727,037
Cephalon, Inc. * ^(a)	2,255		133,225
Genzyme Corp. *	7,764		569,489
Gilead Sciences, Inc. *	24,339		934,131

			4,391,741

Building Products (0.0%)
Masco Corp.	10,747		143,150

Capital Markets (2.5%)
Ameriprise Financial, Inc.	7,434		458,306
Bank of New York Mellon Corp. (The)	37,188		1,161,381
Charles Schwab Corp. (The)	29,730		536,627
ETrade Financial Corp.	5,958		98,664
Federated Investors, Inc., Class B ^(a)	2,746		74,362
Franklin Resources, Inc.	4,365		526,637
Goldman Sachs Group, Inc. (The)	15,327		2,507,804
Invesco, Ltd.	13,852		342,699
Janus Capital Group, Inc.	5,509		71,121
Legg Mason, Inc.	4,587		151,967
Morgan Stanley	45,355		1,333,437
Northern Trust Corp.	7,261		377,427
State Street Corp.	15,050		703,136
T Rowe Price Group, Inc.	7,688		506,793

			8,850,361

Chemicals (2.0%)
Air Products & Chemicals, Inc.	6,424		560,494
Airgas, Inc.	2,243		140,569
CF Industries Holdings, Inc.	2,132		287,905
Dow Chemical Co. (The)	34,797		1,234,598
E.I. du Pont de Nemours & Co.	27,368		1,387,010
Eastman Chemical Co.	2,162		200,763
Ecolab, Inc.	6,959		345,793
FMC Corp.	2,175		165,431
International Flavors & Fragrances, Inc.	2,397		136,749
Monsanto Co.	16,080		1,179,951
PPG Industries, Inc.	4,887		411,876
Praxair, Inc.	9,185		854,572
Sherwin-Williams Co. (The)	2,686		227,585
Sigma-Aldrich Corp.	3,636		231,431

			7,364,727

Commercial Banks (2.8%)
BB&T Corp. ^(a)	20,797		574,829
Comerica, Inc. ^(a)	5,291		202,116
First Horizon National Corp. * ^(a)	7,107		80,524
Huntington Bancshares, Inc.	21,499		155,653
KeyCorp	26,396		234,924
M&T Bank Corp.	3,579		309,476
Marshall & Ilsley Corp.	15,828		110,638
PNC Financial Services Group, Inc.	15,763		945,780
Regions Financial Corp.	37,656		267,357
SunTrust Banks, Inc.	14,988		456,085
U.S. Bancorp	57,509		1,552,743
Wells Fargo & Co.	157,352		5,101,352
Zions Bancorporation	5,335		125,799

			10,117,276

Commercial Services & Supplies (0.5%)
Avery Dennison Corp.	3,237		136,245
Cintas Corp.	3,790		106,347
Iron Mountain, Inc.	6,000		146,340
Pitney Bowes, Inc. ^(a)	6,096		148,011
Republic Services, Inc.	9,215		284,191
RR Donnelley & Sons Co. ^(a)	6,185		109,598
Stericycle, Inc. *	2,564		201,248
Waste Management, Inc. ^(a)	14,264		540,178

			1,672,158

Communications Equipment (2.2%)
Cisco Systems, Inc. *	166,166		3,514,411
F5 Networks, Inc. *	2,424		262,713

Continued

Equity Index

Schedule of Investments, continued

January 31, 2011 (Unaudited)

	Shares		Value

Common Stocks, continued
Communications Equipment, continued
Harris Corp.	3,846	$	178,993
JDS Uniphase Corp. *	6,675		113,275
Juniper Networks, Inc. *	15,685		582,227
Motorola Mobility Holdings, Inc. *	8,804		245,367
Motorola Solutions, Inc. *	10,061		390,065
Qualcomm, Inc.	48,497		2,625,143
Tellabs, Inc.	11,060		58,618

			7,970,812

Computers & Peripherals (4.4%)
Apple, Inc. *	27,500		9,331,300
Dell, Inc. *	50,345		662,540
EMC Corp. *	61,769		1,537,430
Hewlett-Packard Co.	67,985		3,106,235
Lexmark International, Inc., Class A *	2,355		82,048
NetApp, Inc. *	10,835		593,000
SanDisk Corp. *	7,030		318,951
Western Digital Corp. *	6,889		234,364

			15,865,868

Construction & Engineering (0.2%)
Fluor Corp.	5,360		370,858
Jacobs Engineering Group, Inc. *	3,780		194,179
Quanta Services, Inc. *	6,461		153,320

			718,357

Construction Materials (0.0%)
Vulcan Materials Co.	3,849		163,813

Consumer Finance (0.7%)
American Express Co.	31,396		1,361,959
Capital One Financial Corp.	13,698		659,696
Discover Financial Services	16,326		336,152
SLM Corp. *	14,557		209,766

			2,567,573

Containers & Packaging (0.2%)
Ball Corp.	2,648		188,352
Bemis Co., Inc.	3,244		105,592
Owens-Illinois, Inc. *	4,906		144,678
Sealed Air Corp.	4,787		127,765

			566,387

Distributors (0.1%)
Genuine Parts Co.	4,723		244,415

Diversified Consumer Services (0.1%)
Apollo Group, Inc., Class A *	3,811		157,280
DeVry, Inc.	1,869		97,394
H&R Block, Inc. ^(a)	9,249		115,797

			370,471

Diversified Financial Services (4.2%)
Bank of America Corp. ^(c)	302,342		4,151,156
Citigroup, Inc. * ^(c)	870,895		4,197,714
CME Group, Inc.	2,009		619,897
IntercontinentalExchange, Inc. *	2,193		264,235
JP Morgan Chase & Co.	117,193		5,266,653
Leucadia National Corp.	5,908		192,128

Moody’s Corp.	6,108	179,392
NASDAQ OMX Group, Inc. (The) *	4,211	103,085
NYSE Euronext	7,825	248,913

		15,223,173

Diversified Telecommunication Services (2.5%)
AT&T, Inc. ^(c)	177,176	4,875,883
CenturyLink, Inc.	9,091	393,095
Frontier Communications Corp.	29,795	273,220
Qwest Communications International, Inc.	52,245	372,507
Verizon Communications, Inc.	84,744	3,018,581
Windstream Corp.	14,501	185,758

		9,119,044

Electric Utilities (1.7%)
Allegheny Energy, Inc.	5,095	131,349
American Electric Power Co., Inc.	14,398	513,721
Duke Energy Corp.	39,709	709,997
Edison International	9,767	354,347
Entergy Corp.	5,424	391,450
Exelon Corp.	19,828	842,888
FirstEnergy Corp. ^(a)	9,139	357,518
NextEra Energy, Inc.	12,467	666,486
Northeast Utilities	5,286	174,015
Pepco Holdings, Inc.	6,730	124,976
Pinnacle West Capital Corp.	3,259	132,674
PPL Corp.	14,489	373,671
Progress Energy, Inc.	8,782	394,487
Southern Co.	25,143	945,880

		6,113,459

Electrical Equipment (0.5%)
Emerson Electric Co.	22,564	1,328,568
Rockwell Automation, Inc.	4,251	344,374
Roper Industries, Inc.	2,838	220,484

		1,893,426

Electronic Equipment, Instruments & Components (0.6%)
Agilent Technologies, Inc. *	10,384	434,363
Amphenol Corp., Class A	5,235	289,705
Corning, Inc.	46,854	1,040,628
FLIR Systems, Inc. * ^(a)	4,755	147,595
Jabil Circuit, Inc.	5,877	118,774
Molex, Inc. ^(a)	4,142	108,313

		2,139,378

Energy Equipment & Services (2.3%)
Baker Hughes, Inc.	12,929	885,766
Cameron International Corp. *	7,272	387,598
Diamond Offshore Drilling, Inc. ^(a)	2,084	149,444
FMC Technologies, Inc. *	3,589	337,366
Halliburton Co.	27,267	1,227,015
Helmerich & Payne, Inc. ^(a)	3,177	186,585
Nabors Industries, Ltd. *	8,556	208,766
National Oilwell Varco, Inc.	12,580	929,662
Noble Corp. ^(a)	7,669	293,339
Rowan Cos., Inc. *	3,784	129,715
Schlumberger, Ltd.	40,903	3,639,958

		8,375,214


Continued

Equity Index

Schedule of Investments, continued

January 31, 2011 (Unaudited)

	Shares	Value

Common Stocks, continued
Food & Staples Retailing (2.3%)
Costco Wholesale Corp.	12,961	$	931,118
CVS Caremark Corp.	40,735		1,393,137
Kroger Co. (The)	19,119		409,147
Safeway, Inc.	11,176		231,231
SUPERVALU, Inc. ^(a)	6,361		46,372
SYSCO Corp.	17,540		511,116
Wal-Mart Stores, Inc.	58,732		3,293,103
Walgreen Co.	27,753		1,122,331
Whole Foods Market, Inc.	4,407		227,886

			8,165,441

Food Products (1.6%)
Archer-Daniels-Midland Co.	19,153		625,729
Campbell Soup Co. ^(a)	5,742		196,032
ConAgra Foods, Inc.	13,182		294,354
Dean Foods Co. *	5,462		55,439
General Mills, Inc.	19,196		667,637
Hershey Co. (The)	4,637		216,502
HJ Heinz Co.	9,616		456,760
Hormel Foods Corp.	2,076		102,554
JM Smucker Co. (The)	3,583		222,719
Kellogg Co.	7,617		383,135
Kraft Foods, Inc., Class A	52,367		1,600,859
McCormick & Co., Inc. ^(a)	3,985		176,137
Mead Johnson Nutrition Co.	6,133		355,530
Sara Lee Corp.	19,165		325,230
Tyson Foods, Inc., Class A	8,934		146,964

			5,825,581

Gas Utilities (0.1%)
Nicor, Inc. ^(a)	1,365		68,891
Oneok, Inc.	3,193		188,036

			256,927

Health Care Equipment & Supplies (1.6%)
Baxter International, Inc.	17,470		847,120
Becton Dickinson and Co.	6,894		571,857
Boston Scientific Corp. *	45,570		318,079
CareFusion Corp. *	6,684		171,979
CR Bard, Inc.	2,785		262,765
DENTSPLY International, Inc.	4,260		151,145
Hospira, Inc. *	5,009		276,647
Intuitive Surgical, Inc. * ^(a)	1,178		380,388
Medtronic, Inc.	32,374		1,240,572
St. Jude Medical, Inc. *	10,278		416,259
Stryker Corp.	10,239		589,357
Varian Medical Systems, Inc. *	3,567		241,022
Zimmer Holdings, Inc. *	5,919		350,168

			5,817,358

Health Care Providers & Services (2.0%)
Aetna, Inc.	11,995		395,115
AmerisourceBergen Corp.	8,285		297,100
Cardinal Health, Inc.	10,461		434,236
CIGNA Corp.	8,122		341,286
Coventry Health Care, Inc. *	4,452		133,426
DaVita, Inc. *	2,914		215,199
Express Scripts, Inc. *	15,800		890,014
Humana, Inc. *	5,046		292,517
Laboratory Corp. of America Holdings *	3,049		274,136

McKesson Corp.	7,587	570,315
Medco Health Solutions, Inc. *	12,723	776,358
Patterson Cos., Inc.	2,899	95,841
Quest Diagnostics, Inc.	4,240	241,468
Tenet Healthcare Corp. *	14,556	96,797
UnitedHealth Group, Inc.	32,975	1,353,624
WellPoint, Inc. *	11,800	733,016

		7,140,448

Health Care Technology (0.1%)
Cerner Corp. * ^(a)	2,136	211,144

Hotels, Restaurants & Leisure (1.6%)
Carnival Corp.	12,911	577,251
Darden Restaurants, Inc.	4,150	195,506
International Game Technology	8,940	153,500
Marriott International, Inc., Class A ^(a)	8,627	340,680
McDonald’s Corp.	31,673	2,333,350
Starbucks Corp.	22,217	700,502
Starwood Hotels & Resorts Worldwide, Inc.	5,715	337,014
Wyndham Worldwide Corp.	5,245	147,542
Wynn Resorts, Ltd.	2,267	263,720
Yum! Brands, Inc.	14,048	656,884

		5,705,949

Household Durables (0.4%)
DR Horton, Inc.	8,413	104,237
Fortune Brands, Inc.	4,574	282,124
Harman International Industries, Inc. *	2,086	90,366
Leggett & Platt, Inc.	4,390	98,907
Lennar Corp., Class A ^(a)	4,768	92,308
Newell Rubbermaid, Inc.	8,703	167,533
Pulte Group, Inc. * ^(a)	10,084	79,563
Stanley Black & Decker, Inc.	4,974	361,510
Whirlpool Corp.	2,279	194,854

		1,471,402

Household Products (2.1%)
Clorox Co. ^(a)	4,180	262,880
Colgate-Palmolive Co.	14,470	1,110,862
Kimberly-Clark Corp.	12,225	791,325
Procter & Gamble Co. (The)	83,917	5,297,680

		7,462,747

Independent Power Producers & Energy Traders (0.2%)
AES Corp. (The) *	19,846	246,090
Constellation Energy Group, Inc.	5,990	193,178
NRG Energy, Inc. *	7,411	153,778

		593,046

Industrial Conglomerates (2.5%)
3M Co.	21,431	1,884,214
General Electric Co. ^(c)	319,418	6,433,078
Textron, Inc. ^(a)	8,241	216,656
Tyco International, Ltd.	14,673	657,791

		9,191,739



Continued

Equity Index

Schedule of Investments, continued

January 31, 2011 (Unaudited)

	Shares	Value

Common Stocks, continued
Insurance (3.7%)
ACE, Ltd.	10,175	$	626,678
Aflac, Inc.	14,128		813,490
Allstate Corp. (The)	16,134		502,413
American International Group, Inc. *	4,198		169,389
AON Corp.	9,891		452,414
Assurant, Inc.	3,194		125,301
Berkshire Hathaway, Inc., Class B *	51,876		4,240,863
Chubb Corp.	9,142		529,596
Cincinnati Financial Corp. ^(a)	4,879		156,323
Genworth Financial, Inc., Class A *	14,678		199,180
Hartford Financial Services Group, Inc.	13,327		370,224
Lincoln National Corp.	9,496		273,865
Loews Corp.	9,483		379,794
Marsh & McLennan Cos., Inc.	16,292		454,221
MetLife, Inc.	27,170		1,243,571
Principal Financial Group, Inc.	9,604		314,723
Progressive Corp. (The) ^(a)	19,891		394,041
Prudential Financial, Inc.	14,550		894,971
Torchmark Corp.	2,400		149,520
Travelers Cos., Inc. (The)	13,762		774,250
Unum Group	9,508		237,130
XL Group PLC	9,690		222,095

			13,524,052

Internet & Catalog Retail (0.8%)
Amazon.com, Inc. *	10,630		1,803,273
Expedia, Inc. ^(a)	6,063		152,545
NetFlix, Inc. *	1,300		278,304
priceline.com, Inc. *	1,472		630,782

			2,864,904

Internet Software & Services (1.8%)
Akamai Technologies, Inc. *	5,466		264,117
eBay, Inc. *	34,395		1,044,232
Google, Inc., Class A *	7,477		4,488,892
Monster Worldwide, Inc. * ^(a)	3,898		64,902
VeriSign, Inc. ^(a)	5,156		173,500
Yahoo!, Inc. * ^(a)	39,078		629,937

			6,665,580

IT Services (3.1%)
Automatic Data Processing, Inc.	14,786		708,249
Cognizant Technology Solutions Corp., Class A *	9,098		663,699
Computer Sciences Corp.	4,631		246,786
Fidelity National Information Services, Inc.	7,940		241,614
Fiserv, Inc. *	4,458		275,371
International Business Machines Corp.	37,245		6,033,690
Mastercard, Inc., Class A	2,904		686,825
Paychex, Inc. ^(a)	9,650		308,800
SAIC, Inc. * ^(a)	8,803		145,866
Teradata Corp. *	5,021		215,853
Total System Services, Inc.	4,894		85,204
Visa, Inc., Class A	14,609		1,020,439
Western Union Co. (The)	19,662		398,745

			11,031,141

Leisure Equipment & Products (0.1%)
Hasbro, Inc.	4,083		180,019
Mattel, Inc.	10,757		254,726

			434,745

Life Sciences Tools & Services (0.4%)
Life Technologies Corp. *	5,598		303,915
PerkinElmer, Inc.	3,539		90,528
Thermo Fisher Scientific, Inc. *	11,916		682,429
Waters Corp. *	2,738		209,156

			1,286,028

Machinery (2.2%)
Caterpillar, Inc.	19,028		1,845,906
Cummins, Inc.	5,930		627,869
Danaher Corp.	16,076		740,461
Deere & Co.	12,707		1,155,066
Dover Corp.	5,600		358,960
Eaton Corp.	5,045		544,658
Flowserve Corp.	1,674		209,233
Illinois Tool Works, Inc.	14,868		795,289
Ingersoll-Rand PLC ^(a)	9,714		458,501
PACCAR, Inc.	10,933		617,605
Pall Corp.	3,453		191,331
Parker Hannifin Corp.	4,837		432,476
Snap-On, Inc.	1,744		98,763

			8,076,118

Media (3.0%)
Cablevision Systems Corp., Class A	7,196		243,584
CBS Corp., Class B	20,412		404,770
Comcast Corp., Class A	83,645		1,902,924
DIRECTV, Class A *	24,994		1,059,496
Discovery Communications, Inc., Class A * ^(a)	8,524		332,436
Gannett Co., Inc. ^(a)	7,163		105,583
Interpublic Group of Cos., Inc. (The) *	14,652		156,630
McGraw-Hill Cos., Inc. (The)	9,204		358,772
News Corp., Class A	68,462		1,028,299
Omnicom Group, Inc.	9,031		405,311
Scripps Networks Interactive, Inc., Class A	2,700		125,550
Time Warner Cable, Inc.	10,665		723,407
Time Warner, Inc.	33,256		1,045,901
Viacom, Inc., Class B	18,123		753,011
Walt Disney Co. (The)	56,768		2,206,572
Washington Post Co. (The), Class B ^(a)	165		70,678

			10,922,924

Metals & Mining (1.2%)
AK Steel Holding Corp. ^(a)	3,297		52,422
Alcoa, Inc.	30,622		507,407
Allegheny Technologies, Inc. ^(a)	2,956		192,702
Cliffs Natural Resources, Inc.	4,061		347,053
Freeport-McMoRan Copper & Gold, Inc.	14,116		1,535,115
Newmont Mining Corp.	14,782		814,045
Nucor Corp.	9,465		434,538
Titanium Metals Corp. *	2,701		50,914
United States Steel Corp.	4,305		248,269

			4,182,465

Multiline Retail (0.7%)
Big Lots, Inc. *	2,265		72,005
Family Dollar Stores, Inc.	3,774		160,320
JC Penney Co., Inc. ^(a)	7,088		227,312
Kohl’s Corp. *	9,233		468,852
Macy’s, Inc.	12,695		293,889
Nordstrom, Inc.	5,046		207,794

Continued

Equity Index

Schedule of Investments, continued

January 31, 2011 (Unaudited)

	Shares	Value

Common Stocks, continued
Multiline Retail, continued
Sears Holdings Corp. * ^(a)	1,319	$	99,413
Target Corp.	21,228		1,163,931

			2,693,516

Multi-Utilities (1.2%)
Ameren Corp.	7,190		203,980
CenterPoint Energy, Inc.	12,687		204,895
CMS Energy Corp.	7,332		142,974
Consolidated Edison, Inc.	8,710		434,716
Dominion Resources, Inc.	17,403		757,727
DTE Energy Co.	5,070		234,538
Integrys Energy Group, Inc.	2,326		110,694
NiSource, Inc. ^(a)	8,343		155,347
PG&E Corp.	11,754		543,975
Public Service Enterprise Group, Inc.	15,167		491,866
SCANA Corp. ^(a)	3,394		143,464
Sempra Energy	7,197		374,748
TECO Energy, Inc.	6,438		118,524
Wisconsin Energy Corp.	3,504		211,256
Xcel Energy, Inc.	13,794		325,125

			4,453,829

Office Electronics (0.1%)
Xerox Corp.	41,587		441,654

Oil, Gas & Consumable Fuels (10.0%)
Anadarko Petroleum Corp.	14,857		1,145,178
Apache Corp.	11,457		1,367,507
Cabot Oil & Gas Corp.	3,117		129,761
Chesapeake Energy Corp. ^(a)	19,604		578,906
Chevron Corp.	60,331		5,727,222
ConocoPhillips	44,046		3,147,527
Consol Energy, Inc.	6,771		336,519
Denbury Resources, Inc. *	11,982		243,834
Devon Energy Corp.	12,948		1,148,358
El Paso Corp.	21,109		335,211
EOG Resources, Inc.	7,615		810,160
EQT Corp.	4,471		215,457
Exxon Mobil Corp. ^(c)	151,171		12,196,476
Hess Corp.	8,994		756,575
Marathon Oil Corp.	21,282		972,587
Massey Energy Co.	3,062		192,477
Murphy Oil Corp.	5,767		382,352
Newfield Exploration Co. *	4,013		293,631
Noble Energy, Inc.	5,249		478,184
Occidental Petroleum Corp.	24,361		2,355,221
Peabody Energy Corp.	8,083		512,624
Pioneer Natural Resources Co. ^(a)	3,480		331,157
QEP Resources, Inc.	5,265		213,970
Range Resources Corp. ^(a)	4,799		239,326
Southwestern Energy Co. *	10,396		410,642
Spectra Energy Corp.	19,433		509,728
Sunoco, Inc.	3,615		153,457
Tesoro Corp. ^(a)	4,292		82,621
Valero Energy Corp.	16,974		430,461
Williams Cos., Inc. (The)	17,531		473,162

			36,170,291

Paper & Forest Products (0.1%)
International Paper Co.	13,114		378,732
MeadWestvaco Corp.	5,044		144,410

			523,142

Personal Products (0.2%)
Avon Products, Inc.	12,866		364,236
Estee Lauder Cos., Inc. (The), Class A	3,404		274,022

			638,258

Pharmaceuticals (5.0%)
Abbott Laboratories	46,342		2,092,805
Allergan, Inc.	9,219		650,954
Bristol-Myers Squibb Co.	51,315		1,292,112
Eli Lilly & Co.	30,422		1,057,773
Forest Laboratories, Inc. *	8,563		276,242
Johnson & Johnson	82,330		4,920,864
Merck & Co., Inc.	92,362		3,063,647
Mylan, Inc. *	13,047		302,168
Pfizer, Inc.	240,130		4,375,169
Watson Pharmaceuticals, Inc. *	3,757		204,832

			18,236,566

Professional Services (0.1%)
Dun & Bradstreet Corp.	1,493		126,831
Equifax, Inc.	3,699		132,128
Robert Half International, Inc. ^(a)	4,412		138,360

			397,319

Real Estate Investment Trusts (1.5%)
Apartment Investment & Management Co., Class A	3,509		89,690
AvalonBay Communities, Inc.	2,557		296,433
Boston Properties, Inc.	4,200		396,354
Equity Residential	8,527		462,078
HCP, Inc.	9,723		360,626
Health Care, Inc.	4,351		213,547
Host Hotels & Resorts, Inc.	19,964		369,534
Kimco Realty Corp.	12,170		220,155
Plum Creek Timber Co., Inc. ^(a)	4,845		202,860
ProLogis	17,059		254,520
Public Storage	4,187		456,299
Simon Property Group, Inc.	8,781		890,833
Ventas, Inc.	4,710		261,217
Vornado Realty Trust	4,874		429,351
Weyerhaeuser Co.	16,067		372,433

			5,275,930

Real Estate Management & Development (0.1%)
CB Richard Ellis Group, Inc., Class A *	8,712		193,319

Road & Rail (0.8%)
CSX Corp.	11,218		791,991
Norfolk Southern Corp.	10,894		666,604
Ryder System, Inc.	1,551		74,572
Union Pacific Corp.	14,784		1,399,010

			2,932,177


Continued

Equity Index

Schedule of Investments, continued

January 31, 2011 (Unaudited)

	Shares	Value

Common Stocks, continued
Semiconductors & Semiconductor Equipment (2.5%)
Advanced Micro Devices, Inc. * ^(a)	17,168	$	134,425
Altera Corp. ^(a)	9,370		352,031
Analog Devices, Inc.	8,953		347,645
Applied Materials, Inc.	40,054		628,447
Broadcom Corp., Class A	13,653		615,614
First Solar, Inc. * ^(a)	1,619		250,265
Intel Corp.	167,223		3,588,606
KLA-Tencor Corp.	5,008		220,753
Linear Technology Corp. ^(a)	6,757		235,076
LSI Corp. *	18,483		114,410
MEMC Electronic Materials, Inc. *	6,818		75,612
Microchip Technology, Inc. ^(a)	5,601		204,268
Micron Technology, Inc. *	25,685		270,720
National Semiconductor Corp.	7,182		108,879
Novellus Systems, Inc. *	2,704		97,533
NVIDIA Corp. *	17,418		416,638
Teradyne, Inc. * ^(a)	5,438		90,706
Texas Instruments, Inc.	35,200		1,193,632
Xilinx, Inc. ^(a)	7,768		250,130

			9,195,390

Software (3.8%)
Adobe Systems, Inc. *	15,251		504,046
Autodesk, Inc. *	6,817		277,316
BMC Software, Inc. *	5,326		254,050
CA, Inc.	11,503		273,772
Citrix Systems, Inc. *	5,629		355,640
Compuware Corp. *	6,566		70,388
Electronic Arts, Inc. * ^(a)	9,948		155,089
Intuit, Inc. *	8,381		393,320
McAfee, Inc. *	4,621		221,346
Microsoft Corp. ^(c)	225,708		6,257,754
Novell, Inc. *	10,540		63,451
Oracle Corp.	116,045		3,716,921
Red Hat, Inc. *	5,713		236,061
Salesforce.com, Inc. *	3,545		457,801
Symantec Corp. *	23,271		409,802

			13,646,757

Specialty Retail (1.8%)
Abercrombie & Fitch Co., Class A	2,634		132,780
AutoNation, Inc. * ^(a)	1,908		54,779
AutoZone, Inc. *	816		206,880
Bed Bath & Beyond, Inc. *	7,768		372,864
Best Buy Co., Inc.	9,899		336,566
CarMax, Inc. * ^(a)	6,741		220,094
GameStop Corp., Class A * ^(a)	4,538		95,616
Gap, Inc. (The)	13,173		253,844
Home Depot, Inc.	49,130		1,806,510
Limited Brands, Inc.	7,929		231,844
Lowe’s Cos., Inc.	41,371		1,026,001
O’Reilly Automotive, Inc. *	4,186		237,890
RadioShack Corp. ^(a)	3,412		51,692
Ross Stores, Inc.	3,611		235,437
Staples, Inc.	21,681		483,703
Tiffany & Co.	3,789		220,254
TJX Cos., Inc.	11,866		562,330
Urban Outfitters, Inc. *	3,860		130,545

			6,659,629

Textiles, Apparel & Luxury Goods (0.5%)
Coach, Inc.	8,885		480,589
Nike, Inc., Class B	11,461		945,303
Polo Ralph Lauren Corp.	1,938		207,715
VF Corp.	2,601		215,155

			1,848,762

Thrifts & Mortgage Finance (0.1%)
Hudson City Bancorp, Inc.	15,787		173,341
People’s United Financial, Inc.	11,061		142,798

			316,139

Tobacco (1.5%)
Altria Group, Inc.	62,591		1,471,514
Lorillard, Inc.	4,485		337,451
Philip Morris International, Inc.	54,394		3,113,513
Reynolds American, Inc.	10,138		322,490

			5,244,968

Trading Companies & Distributors (0.1%)
Fastenal Co. ^(a)	4,420		256,625
WW Grainger, Inc.	1,739		228,627

			485,252

Wireless Telecommunication Services (0.3%)
American Tower Corp., Class A *	11,964		608,489
MetroPCS Communications, Inc. * ^(a)	7,863		101,669
Sprint Nextel Corp. *	89,549		404,761

			1,114,919

Total Common Stocks			350,151,856

Investment Companies (3.0%)
State Street Navigator Securities Lending Portfolio ^(d)	10,742,263		10,742,263

Total Investment Companies			10,742,263

Investments in Affiliates (3.0%)
Commercial Banks (0.1%)
Fifth Third Bancorp	27,507		409,029

Fifth Third Funds (2.9%)
Fifth Third Institutional Money Market Fund ^(b)	10,597,672		10,597,672

Total Investments in Affiliates			11,006,701

Total Investments (Cost $196,629,495) - 102.8%			371,900,820
Liabilities in excess of other assets - (2.8)%			(10,198,966	)

NET ASSETS - 100.0%		$	361,701,854


Continued

Equity Index

Schedule of Investments, continued

January 31, 2011 (Unaudited)

Notes to Schedule of Investments

*		Non-income producing security.

^(a)		All or part of this security was on loan.

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

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

^(d)		Represents investments of cash collateral received in connection with securities lending.

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

International Equity

Schedule of Investments

January 31, 2011 (Unaudited)

	Shares	Value

Foreign Stocks (97.0%)
Australia (8.3%)
Australia & New Zealand Banking Group, Ltd.	78,558	$	1,853,053
Bendigo and Adelaide Bank, Ltd.	113,614		1,107,311
BHP Billiton, Ltd.	37,659		1,660,661
Caltex Australia, Ltd.	102,706		1,375,606
Coca-Cola Amatil, Ltd.	86,139		964,862
Commonwealth Bank of Australia	62,648		3,275,175
Goodman Fielder, Ltd.	356,349		447,451
National Australia Bank, Ltd.	113,323		2,784,904
OZ Minerals, Ltd.	1,034,356		1,680,183
SP AusNet	165,109		144,795
TABCORP Holdings, Ltd.	335,896		2,326,423
Tatts Group, Ltd.	291,582		720,629
Westpac Banking Corp.	51,047		1,169,522
Woolworths, Ltd.	27,448		730,333

			20,240,908

Belgium (0.2%)
Anheuser-Busch InBev NV	7,865		435,204

Cyprus (0.1%)
Bank of Cyprus Public Co., Ltd.	59,023		249,707

Denmark (1.9%)
AP Moller - Maersk AS, Class A	40		376,527
Coloplast AS, Class B	6,673		969,481
Novo Nordisk AS, Class B ^(c)	29,606		3,336,079

			4,682,087

Finland (2.2%)
Kesko Oyj, Class B	6,250		300,871
Pohjola Bank PLC	62,045		827,402
UPM-Kymmene Oyj	127,541		2,626,327
Wartsila Oyj	22,268		1,719,537

			5,474,137

France (9.2%)
BNP Paribas	54,771		4,094,439
Casino Guichard Perrachon SA	24,698		2,413,396
Christian Dior SA	3,078		422,900
France Telecom SA	30,000		655,344
GDF Suez	34,183		1,356,078
Metropole Television SA	24,853		607,901
Neopost SA ^(a)	13,681		1,238,329
PPR	2,281		364,614
Sanofi-Aventis SA ^(c)	25,623		1,749,702
Total SA	60,445		3,535,021
Vinci SA	51,780		2,997,778
Vivendi	108,805		3,118,695

			22,554,197

Germany (9.4%)
Allianz SE	28,610		3,973,938
BASF SE ^(c)	47,511		3,654,492
Bayerische Motoren Werke AG ^(c)	41,707		3,202,345
Deutsche Bank AG	7,182		424,501
Deutsche Post AG	72,713		1,333,042
Deutsche Telekom AG	94,064		1,254,135
Hannover Rueckversicherung AG	27,309		1,527,574
Infineon Technologies AG *	106,828		1,129,301
Lanxess AG	10,488		762,354

Continued

International Equity

Schedule of Investments, continued

January 31, 2011 (Unaudited)

	Shares	Value

Foreign Stocks, continued
Germany, continued
Linde AG	5,606	$	817,052
Muenchener Rueckversicherungs AG	10,896		1,706,649
Siemens AG ^(a)	12,000		1,538,322
Volkswagen AG	11,000		1,671,732

			22,995,437

Great Britain (19.4%)
AstraZeneca PLC ^(c)	75,761		3,677,748
Aviva PLC	433,386		3,074,004
Balfour Beatty PLC	222,816		1,197,460
BHP Billiton PLC ^(c)	104,291		3,975,994
BP PLC	315,588		2,451,037
British American Tobacco PLC	101,056		3,731,256
BT Group PLC	809,434		2,275,519
Centrica PLC	62,466		320,096
Firstgroup PLC	146,724		879,247
HSBC Holdings PLC	155,094		1,690,865
Imperial Tobacco Group PLC	20,000		571,540
International Power PLC	226,501		1,534,006
J Sainsbury PLC	150,000		916,659
Legal & General Group PLC	1,531,763		2,723,557
Marks & Spencer Group PLC	399,901		2,283,673
National Grid PLC	72,788		644,190
Rio Tinto PLC	40,885		2,803,043
Royal Dutch Shell PLC, Class A ^(c)	148,573		5,232,248
Royal Dutch Shell PLC, Class B	30,000		1,043,285
Severn Trent PLC	99,474		2,179,805
Smiths Group PLC	13,240		288,436
Standard Chartered PLC	51,598		1,346,406
United Utilities Group PLC	44,732		389,439
Vodafone Group PLC	728,355		2,045,836

			47,275,349

Greece (0.2%)
Coca Cola Hellenic Bottling Co. SA	9,875		290,823
Public Power Corp. SA	8,473		138,630

			429,453

Hong Kong (2.2%)
BOC Hong Kong Holdings, Ltd.	120,000		386,320
Cathay Pacific Airways, Ltd.	540,000		1,364,432
Hang Seng Bank, Ltd.	27,700		456,891
Hongkong Electric Holdings, Ltd.	33,000		208,666
Hutchison Whampoa, Ltd.	81,000		945,406
New World Development, Ltd.	890,000		1,694,010
NWS Holdings, Ltd.	113,000		193,632
Yue Yuen Industrial Holdings, Ltd.	8,000		27,653

			5,277,010

Italy (2.2%)
Enel SpA	567,505		3,207,066
ENI SpA	86,447		2,047,610
Parmalat SpA	22,081		69,987
Snam Rete Gas SpA	28,730		150,754

			5,475,417

Japan (21.5%)
Aeon Co., Ltd. ^(a)	200,700		2,523,421
Aisin Seiki Co., Ltd.	58,218		2,209,419
Asahi Glass Co., Ltd.	61,000		760,271
Canon, Inc.	19,599		961,086
Chubu Electric Power Co., Inc.	53,900		1,347,500
Chuo Mitsui Trust Holdings, Inc.	599,000		2,408,260
Dai Nippon Printing Co., Ltd.	119,000		1,626,681
Dainippon Sumitomo Pharma Co., Ltd.	95,000		853,009
Elpida Memory, Inc. * ^(a)	41,400		599,211
FUJIFILM Holdings Corp.	12,300		444,317
Fukuoka Financial Group, Inc.	98,000		420,273
Hitachi, Ltd.	559,000		3,051,072
Honda Motor Co., Ltd.	29,200		1,236,233
KDDI Corp.	94		527,948
Kyushu Electric Power Co., Inc.	111,600		2,509,912
Marui Group Co., Ltd.	14,600		123,445
Mitsubishi Chemical Holdings Corp.	368,500		2,568,007
Mitsubishi Gas Chemical Co., Inc.	263,000		1,832,797
Mitsubishi UFJ Financial Group, Inc.	17,162		89,072
Mitsui Chemicals, Inc. ^(a)	548,000		1,962,866
Mizuho Financial Group, Inc.	1,320,400		2,541,706
Nippon Telegraph & Telephone Corp.	34,000		1,578,216
Nippon Yusen KK	135,000		590,461
Nishi-Nippon City Bank, Ltd. (The)	132,000		410,088
Nissan Motor Co., Ltd.	275,132		2,782,158
Nisshin Steel Co., Ltd.	233,000		459,868
Sapporo Hokuyo Holdings, Inc.	115,000		557,627
Seiko Epson Corp.	123,900		2,055,943
Sony Corp.	40,000		1,378,655
Sumitomo Corp. ^(a)	187,100		2,692,070
Sumitomo Mitsui Financial Group, Inc.	71,400		2,428,713
Sumitomo Rubber Industries, Ltd.	123,300		1,300,899
Sumitomo Trust & Banking Co., Ltd. (The)	34,000		205,044
Takeda Pharmaceutical Co., Ltd.	9,200		442,739
Tohoku Electric Power Co., Inc.	7,300		162,311
Tokyo Tatemono Co., Ltd.	215,000		987,512
Toppan Printing Co., Ltd.	209,000		1,899,537
Tosoh Corp. ^(a)	237,077		768,305
Toyo Seikan Kaisha, Ltd.	12,300		230,325
UNY Co., Ltd.	116,000		1,122,125

			52,649,102

Jersey (0.0%)
Petrofac, Ltd.	3,529		88,525

Netherlands (3.3%)
Fugro NV	30,487		2,456,892
Heineken Holding NV	18,276		811,233
Koninklijke Boskalis Westminster NV	45,337		2,181,251
Koninklijke DSM NV	6,344		375,621
Reed Elsevier NV	170,935		2,226,148

			8,051,145

Norway (0.3%)
DnB NOR ASA	48,108		662,220
Statoil ASA	2,287		55,518

			717,738

Singapore (1.9%)
Jardine Cycle & Carriage, Ltd.	25,194		669,582
Keppel Corp., Ltd.	308,000		2,816,853
SembCorp Industries, Ltd.	278,000		1,121,300

			4,607,735


Continued

International Equity

Schedule of Investments, continued

January 31, 2011 (Unaudited)

	Shares	Value

Foreign Stocks, continued
Spain (3.5%)
Banco Santander SA	154,664	$	1,895,236
Fomento de Construcciones y Contratas SA ^(a)	16,365		476,803
Repsol YPF SA	91,182		2,868,242
Telefonica SA ^(c)	130,000		3,265,218

			8,505,499

Sweden (4.1%)
Atlas Copco AB, Class B	4,504		98,046
Boliden AB	122,349		2,551,447
Kinnevik Investment AB, Class B	40,000		890,591
Ratos AB, Class B	19,956		748,468
Securitas AB, Class B	49,603		597,575
SKF AB, Class B	47,375		1,352,281
Svenska Handelsbanken AB, Class A	49,015		1,669,640
Swedish Match AB	28,951		833,565
Tele2 AB, Class B	62,351		1,377,597

			10,119,210

Switzerland (7.1%)
Cie Financiere Richemont SA	20,000		1,087,924
Credit Suisse Group AG	47,729		2,134,154
Lonza Group AG	11,847		933,077
Nestle SA ^(c)	58,814		3,180,566
Novartis AG ^(c)	82,802		4,609,370
Swisscom AG	5,368		2,368,402
Zurich Financial Services AG	11,628		3,176,760

			17,490,253

Total Foreign Stocks			237,318,113

Investment Companies (4.5%)
United States (4.5%)
iShares MSCI EAFE Index Fund ^(a)	24,100		1,432,504
State Street Navigator Securities Lending Portfolio ^(d)	9,536,144		9,536,144

			10,968,648

Total Investment Companies			10,968,648

Investments in Affiliates (2.0%)
Fifth Third Institutional Money Market Fund ^(b)	4,804,911		4,804,911

Total Investments in Affiliates			4,804,911

Total Investments (Cost $210,037,177) - 103.5%			253,091,672
Liabilities in excess of other assets - (3.5)%			(8,547,291	)

NET ASSETS - 100.0%		$	244,544,381

Notes to Schedule of Investments

*		Non-income producing security.

^(a)		All or part of this security was on loan.

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

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

^(d)		Represents investments of cash collateral received in connection with securities lending.

At January 31, 2011, International Equity’s industry investment concentrations (unaudited), as a percentage of net assets, were as follows:

Air Freight & Logistics	0.5	%
Airlines	0.6	%
Auto Components	1.4	%
Automobiles	3.6	%
Beverages	1.0	%
Building Products	0.3	%
Capital Markets	1.4	%
Chemicals	5.2	%
Commercial Banks	13.0	%
Commercial Services & Supplies	1.7	%
Computers & Peripherals	0.8	%
Construction & Engineering	2.8	%
Containers & Packaging	0.1	%
Distributors	0.3	%
Diversified Financial Services	0.7	%
Diversified Telecommunication Services	5.2	%
Electric Utilities	3.2	%
Electronic Equipment, Instruments & Components	1.4	%
Energy Equipment & Services	1.0	%
Fifth Third Funds	2.0	%
Food & Staples Retailing	3.3	%
Food Products	1.5	%
Gas Utilities	0.1	%
Health Care Equipment & Supplies	0.4	%
Hotels, Restaurants & Leisure	1.2	%
Household Durables	0.6	%
Independent Power Producers & Energy Traders	0.6	%
Industrial Conglomerates	2.8	%
Insurance	6.6	%
Investment Companies	4.5	%
Life Sciences Tools & Services	0.4	%
Machinery	1.3	%
Marine	0.4	%
Media	2.4	%
Metals & Mining	5.4	%
Multi-Utilities	1.1	%
Multiline Retail	1.1	%
Office Electronics	0.9	%
Oil, Gas & Consumable Fuels	7.6	%
Paper & Forest Products	1.1	%
Pharmaceuticals	6.0	%
Real Estate Management & Development	1.1	%
Road & Rail	0.4	%
Semiconductors & Semiconductor Equipment	0.7	%
Textiles, Apparel & Luxury Goods	0.6	%
Tobacco	2.1	%
Trading Companies & Distributors	1.1	%
Water Utilities	0.9	%
Wireless Telecommunication Services	1.1	%

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

Strategic Income

Schedule of Investments

January 31, 2011 (Unaudited)

	Principal
	Amount		Value

Asset-Backed Securities (3.9%)
Automobile Sequential (1.0%)
Capital Auto Receivables Asset Trust, Series 2008-CPA, Class A1, 1.11%, 1/15/13, (Next Reset: 2/15/11) ^{(a) (b)}	$	601,778	$	603,780
Honda Auto Receivables Owner Trust, Series 2009-3, Class A3, 2.31%, 5/15/13		221,266		223,616
Hyundai Auto Receivables Trust, Series 2009-A, Class A3, 2.03%, 8/15/13		415,000		419,307

				1,246,703

Credit Card Bullet (0.8%)
1st Financial Bank USA, Series 2010-A, Class A, 3.00%, 4/17/17 ^(b)		1,000,000		990,479

Manufactured Housing ABS Other (0.7%)
Mid-State Trust, Series 2005-1, Class M2, 7.08%, 1/15/40		998,363		887,844

Other ABS (1.4%)
Aircastle Aircraft Lease Backed Trust, Series 2006-1A, Class G1, 0.53%, 6/20/31, (Next Reset: 2/15/11) ^{(a) (b)}		1,328,493		1,235,499
Residential Asset Securities Corp., Series 2006-KS3, Class AI3, 0.43%, 4/25/36, (Next Reset: 2/25/11) ^(a)		513,764		467,689

				1,703,188

Total Asset-Backed Securities				4,828,214

Corporate Bonds (20.7%)
Auto / Truck Parts & Equipment-Original (1.9%)
BorgWarner, Inc., 5.75%, 11/1/16		1,000,000		1,073,256
Lear Corp., 7.88%, 3/15/18, (Callable 3/15/14 @ 103.938)		1,194,000		1,295,490

				2,368,746

Cable / Satellite TV (0.8%)
DIRECTV Holdings LLC, 5.20%, 3/15/20		1,000,000		1,033,678

Diversified Banks (0.7%)
JP Morgan Chase & Co., Series 1, 7.90%, 4/30/18 ^{(a) (f)}		800,000		862,264

Diversified Financial Services (0.9%)
General Electric Capital Corp., 6.88%, 1/10/39		1,000,000		1,120,753

Diversified Operations (0.4%)
Hutchison Whampoa International, Ltd., 6.50%, 2/13/13 ^(b)		486,000		530,566

Electric-Generation (0.5%)
Sithe / Independence Funding Corp., Series A, 9.00%, 12/30/13		647,162		672,059

Electric-Integrated (0.8%)
NextEra Energy Capital Holdings, Inc., 6.65%, 6/15/67, (Callable 6/15/17 @ 100) ^{(a) (e)}		1,000,000		992,500

Enterprise Software / Services (0.7%)
CA, Inc., 5.38%, 12/1/19		850,000		875,521

Finance-Other Services (0.5%)
Cullen / Frost Capital Trust II, 1.85%, 3/1/34, (Callable 3/3/11 @ 100) ^(a)		1,000,000		632,812

Food-Miscellaneous / Diversified (0.9%)
Kraft Foods, Inc., 4.13%, 2/9/16		1,000,000		1,051,121

Food-Retail (0.7%)
SUPERVALU, Inc., 7.50%, 5/15/12		875,000		901,250

Insurance Brokers (0.4%)
Marsh & McLennan Cos., Inc., 5.88%, 8/1/33		500,000		464,437

Machinery-Construction & Mining (0.6%)
Joy Global, Inc., 6.00%, 11/15/16		625,000		686,882

Medical-Biomedical / Genetics (0.4%)
Amgen, Inc., 3.45%, 10/1/20		500,000		473,498

Medical-Outpatient / Home Medical (0.9%)
Apria Healthcare Group, Inc., 11.25%, 11/1/14, (Callable 11/1/11 @ 105.625) ^(b)		1,000,000		1,103,750

Money Center Banks (0.8%)
Deutsche Bank Trust Corp., 7.25%, 10/15/11		1,000,000		1,044,184

Multi-line Insurance (0.4%)
American Financial Group, Inc., 9.88%, 6/15/19		375,000		446,418

Networking Products (0.9%)
Cisco Systems, Inc., 5.90%, 2/15/39		1,000,000		1,064,256

Office Furnishings-Original (0.4%)
Steelcase, Inc., 6.38%, 2/15/21, (Callable 11/15/20 @ 100)		425,000		433,923

Real Estate Investment Trusts (2.0%)
CommonWealth, 5.88%, 9/15/20		500,000		492,580
HCP, Inc., 6.70%, 1/30/18		850,000		948,210
Realty Income Corp., 6.75%, 8/15/19		900,000		1,021,007

				2,461,797

Reinsurance (0.6%)
Berkshire Hathaway, Inc., 3.20%, 2/11/15		690,000		713,595

Retail-Drug Store (0.5%)
CVS Pass-Through Trust, 7.77%, 1/10/12 ^(b)		569,140		606,845


Continued

Strategic Income

Schedule of Investments, continued

January 31, 2011 (Unaudited)

	Principal
	Amount		Value

Corporate Bonds, continued
Retail-Office Supplies (0.8%)
Staples, Inc., 9.75%, 1/15/14	$	850,000	$	1,035,835

Retail-Regional Department Store (1.4%)
Macy’s Retail Holdings, Inc., 5.35%, 3/15/12		850,000		880,812
Macy’s Retail Holdings, Inc., 6.65%, 7/15/24		800,000		800,000

				1,680,812

Special Purpose Entity (0.7%)
Capital One Capital V, 10.25%, 8/15/39		400,000		432,500
Capital One Capital VI, 8.88%, 5/15/40		400,000		423,000

				855,500

Super-Regional Banks-U.S. (0.4%)
PNC Financial Services Group, Inc., 8.25%, 5/21/13 ^{(a) (f)}		500,000		532,383

Wireless Equipment (0.7%)
American Tower Corp., 4.50%, 1/15/18		875,000		869,041
Motorola Solutions, Inc., 6.50%, 11/15/28		47,000		46,531

				915,572

Total Corporate Bonds				25,560,957

Foreign Bonds (8.3%)
Diversified Banks (0.5%)
Royal Bank of Scotland Group PLC, 6.40%, 10/21/19		600,000		600,719

Gold Mining (0.8%)
AngloGold Ashanti Holdings PLC, 5.38%, 4/15/20		1,000,000		1,032,519

Multi-line Insurance (0.7%)
AXA SA, 6.46%, 12/14/18 ^{(a) (b) (f)}		1,000,000		875,000

Oil & Gas Exploration & Production (0.8%)
Gaz Capital SA for Gazprom, 7.51%, 7/31/13 ^(b)		850,000		933,374

Sovereign (5.1%)
Brazil, Federal Republic, Series F, 10.00%, 1/1/12	BRL	1,660,000		974,971
Brazil, Federal Republic, Series F, 10.00%, 1/1/14		1,870,000		1,046,377
New Zealand Government Bond, 6.00%, 12/15/17	NZD	3,400,000		2,758,249
Poland Government Bond, 5.00%, 4/25/16	PLN	4,500,000		1,503,746

				6,283,343

Special Purpose Banks (0.4%)
Export-Import Bank of Korea, 8.13%, 1/21/14	$	425,000		487,487

Total Foreign Bonds				10,212,442

Mortgage-Backed Securities (8.0%)
CMBS Other (1.6%)
Greenwich Capital Commercial Funding Corp., Series 2004-GG1, Class A7, 5.32%, 6/10/36 ^(a)		875,000		941,735
GS Mortgage Securities Corp. II, Series 2004-GG2, Class A3, 4.60%, 8/10/38		171,856		172,569
Merrill Lynch Mortgage Trust, Series 2002-MW1, Class A4, 5.62%, 7/12/34		750,000		778,602

				1,892,906

CMBS Subordinated (0.8%)
Morgan Stanley Capital I, Series 2003-IQ6, Class C, 5.10%, 12/15/41 ^{(a) (b)}		1,000,000		1,009,514

U.S. Government Agencies (3.8%)
Fannie Mae, 2.79%, 7/1/18, (Next Reset: 5/1/11) ^(a)		94,927		99,498
Fannie Mae, 4.00%, 2/1/41, TBA		2,500,000		2,477,735
Fannie Mae, 5.50%, 10/1/35		580,913		624,209
Freddie Mac, 2.59%, 10/1/32, (Next Reset: 9/1/11) ^(a)		112,734		113,975
Freddie Mac, 4.76%, 1/1/37, (Next Reset: 2/1/12) ^{(a) (e)}		452,038		471,379
Freddie Mac, 6.50%, 9/1/22 ^(e)		410,423		448,651
Freddie Mac, 6.50%, 8/1/37		416,451		466,481

				4,701,928

WL Collateral CMO Other (1.2%)
Bear Stearns Asset Backed Securities Trust, Series 2003-AC7, Class A2, 5.25%, 1/25/34, (Next Reset: 2/25/11) ^(h)		389,149		367,526
Countrywide Home Loan Mortgage Pass Through Trust, Series 2004-HYB5, Class 4A1, 3.02%, 4/20/35, (Next Reset: 7/20/20) ^(a)		227,623		186,968
Merrill Lynch Mortgage Investors, Inc., Series 2003-A1, Class 2A, 2.42%, 12/25/32, (Next Reset: 5/25/29) ^(a)		17,512		18,264
Wells Fargo Mortgage Backed Securities Trust, Series 2004-X, Class 1A5, 4.90%, 11/25/34, (Next Reset: 5/25/14) ^(a)		942,093		938,333

				1,511,091

WL Collateral CMO Sequential (0.6%)
Countrywide Alternative Loan Trust, Series 2004-30CB, Class 3A1, 5.00%, 2/25/20		752,728		758,272

Total Mortgage-Backed Securities				9,873,711

U.S. Treasury Obligations (0.6%)
U.S. Treasury Bonds (0.6%)
4.38%, 5/15/40		750,000		726,683

Total U.S. Treasury Obligations				726,683

Continued

Strategic Income

Schedule of Investments, continued

January 31, 2011 (Unaudited)

	Shares	Value

Common Stocks (12.0%)
Beverages (0.3%)
Diageo PLC, ADR	4,491	$	344,909

Diversified Telecommunication Services (1.8%)
BCE, Inc.	33,928		1,232,604
Frontier Communications Corp. ^(e)	105,000		962,850

			2,195,454

Electric Utilities (1.7%)
CPFL Energia SA, ADR	9,700		729,537
Entergy Corp.	3,676		265,297
Progress Energy, Inc.	20,411		916,862
Southern Co.	4,640		174,557

			2,086,253

Gas Utilities (0.8%)
Oneok, Inc.	17,912		1,054,838

Insurance (0.7%)
Cincinnati Financial Corp.	25,828		827,529

Multi-Utilities (0.4%)
Wisconsin Energy Corp.	8,355		503,723

Pharmaceuticals (1.7%)
Novartis AG, ADR ^(c)	13,500		754,110
Pfizer, Inc.	71,968		1,311,257

			2,065,367

Real Estate Investment Trusts (2.7%)
Annaly Capital Management, Inc.	68,601		1,223,156
Chimera Investment Corp.	190,000		798,000
Starwood Property Trust, Inc.	57,000		1,283,070

			3,304,226

Specialty Retail (0.5%)
Limited Brands, Inc.	20,000		584,800

Textiles, Apparel & Luxury Goods (0.2%)
VF Corp.	2,853		236,000

Tobacco (1.2%)
Altria Group, Inc.	20,850		490,183
Philip Morris International, Inc.	18,415		1,054,075

			1,544,258

Total Common Stocks			14,747,357

Investment Companies (2.8%)
American Income Fund, Inc.	135,400		1,136,006
Eaton Vance Tax-Advantaged
Dividend Income Fund	23,600		403,796
ING Prime Rate Trust	80,000		476,000
Invesco Van Kampen Senior
Income Trust	152,000		767,600
State Street Navigator Securities Lending Portfolio ^(g)	40,755		40,755
Templeton Global Income Fund	61,374		653,633

Total Investment Companies			3,477,790

Convertible Preferred Stocks (4.4%)
Commercial Banks (1.1%)
Wells Fargo & Co., Series L, 7.50%	1,240	1,292,700

Food Products (1.0%)
Archer-Daniels-Midland Co., 6.25%	30,000	1,251,600

Insurance (1.0%)
XL Group PLC, 10.75%	39,250	1,241,085

Oil, Gas & Consumable Fuels (1.3%)
Apache Corp., Series D, 6.00%	24,995	1,635,673

Total Convertible Preferred Stocks		5,421,058

Preferred Stocks (39.6%)
Cable / Satellite TV (1.4%)
Comcast Corp., 7.00%	20,000	504,800
Comcast Corp., Series B, 7.00%	50,000	1,280,000

		1,784,800

Capital Markets (2.0%)
Ameriprise Financial, Inc., 7.75%	35,000	960,050
Goldman Sachs Group, Inc. (The), Series A, 3.75%	67,500	1,460,025

		2,420,075

Closed-end Funds (1.0%)
Source Capital, Inc., 2.40%	35,600	1,231,404

Commercial Banks (0.9%)
HSBC USA, Inc., Series G, 4.00%	26,500	611,885
U.S. Bancorp, 3.50%	20,000	441,400

		1,053,285

Commercial Banks Non-U.S. (2.6%)
Barclays Bank PLC, Series 2, 6.63%	36,650	860,175
Barclays Bank PLC, Series 5, 8.13%	36,000	928,440
Lloyds Banking Group PLC, 7.75% ^(e)	57,000	1,475,160

		3,263,775

Commercial Banks-Southern U.S. (1.5%)
BB&T Capital Trust VI, 9.60%	6,000	169,020
BB&T Capital Trust VII, 8.10%	40,000	1,071,200
First Tennessee Bank NA, 3.75%	1,000	618,438

		1,858,658

Diversified Financial Services (1.9%)
Citigroup Capital VII, 7.13%	74,225	1,849,687
Citigroup Capital XIII, 7.88%	20,000	534,600

		2,384,287

Diversified Financial Services (0.6%)
ING Groep NV, 8.50%	32,000	809,920

Electric Utilities (0.4%)
American Electric Power Co., Inc., 8.75%	16,000	445,760

Electric-Integrated (2.5%)
Entergy Louisiana LLC, 5.88%	20,000	501,800
SCANA Corp., 7.70%	6,000	166,080

Continued

Strategic Income

Schedule of Investments, continued

January 31, 2011 (Unaudited)

	Shares	Value

Preferred Stocks, continued
Electric-Integrated, continued
Southern California Edison Co., 6.02% ^(e)	15,150	$	1,540,755
Xcel Energy, Inc., 7.60%	33,000		886,050

			3,094,685

Finance-Consumer Loans (0.5%)
HSBC Finance Corp., 6.88%	23,650		592,669

Finance-Credit Card (0.8%)
MBNA Capital, Series D, 8.13%	37,800		954,450

Finance-Investment Banker / Broker (2.6%)
Credit Suisse, Ltd., 7.90%	51,800		1,379,952
JP Morgan Chase Capital XXIX, 6.70%	32,300		821,389
Merrill Lynch Preferred Capital Trust III, 7.00%	9,800		237,552
Morgan Stanley Capital Trust VIII, 6.45%	33,100		783,808

			3,222,701

Finance-Mortgage Loan / Banker (0.5%)
Countrywide Capital IV, 6.75%	26,500		638,120

Financial Guarantee Insurance (1.3%)
Assured Guaranty Municipal Holdings, Inc., 6.25%	78,625		1,562,279

Independent Power Producers & Energy Traders (0.5%)
Constellation Energy Group, Inc., Series A, 8.63%	23,000		615,250

Insurance (2.6%)
Aegon NV, Series 1, 4.00%	43,800		919,362
MetLife, Inc., Series A, 4.00%	40,000		955,600
MetLife, Inc., Series B, 6.50%	30,000		743,700
RenaissanceRe Holdings, Ltd., Series D, 6.60%	22,861		560,094

			3,178,756

Investment Management / Advisor Services (0.7%)
Deutsche Bank Contingent Capital Trust III, 7.60%	36,000		924,480

Life / Health Insurance (0.3%)
AAG Holding Co., Inc., 7.25%	15,200		378,176

Multi-line Insurance (1.3%)
Allianz SE, 8.38%	25,000		662,500
American Financial Group, Inc., 7.00%	36,000		892,800

			1,555,300

Multimedia (1.2%)
Viacom, Inc., 6.85%	60,000		1,532,400

Office Automation & Equipment (0.7%)
Pitney Bowes International Holdings, Inc., Series F, 6.13% ^(e)	850		813,875

Real Estate Investment Trusts (6.4%)
CBL & Associates Properties, Inc., Series D, 7.38%	20,500		486,055
Duke Realty Corp., Series L, 6.60%	30,000		693,300
Duke Realty Corp., Series M, 6.95%	17,842		438,913
Equity Residential, Series N, 6.48%	51,350		1,270,913
Harris Preferred Capital Corp., Series A, 7.38%	31,800		807,402
Kimco Realty Corp., Series H, 6.90%	30,000		738,600
Public Storage, Series L, 6.75%	10,000		249,100
Public Storage, Series M, 6.63%	40,000		1,006,000
Public Storage, Series P, 6.50%	37,000		926,850
Vornado Realty L.P., 7.88% ^(e)	48,775		1,311,072

			7,928,205

Special Purpose Entity (1.4%)
Corporate-Backed Trust Certificates, 6.25%	80,500		1,696,975

Super-Regional Banks-U.S. (1.9%)
National City Capital Trust III, 6.63%	20,000		501,000
USB Capital XII, 6.30%	40,000		1,010,000
Wells Fargo Capital XII, 7.88%	30,000		798,600

			2,309,600

Telephone-Integrated (1.0%)
Telephone & Data Systems, Inc., 6.88%	52,000		1,283,880

Transportation-Marine (0.5%)
Seaspan Corp., Series C, 9.50%	23,600		608,880

Wireless Telecommunication Services (0.6%)
Telephone & Data Systems, Inc., 7.60%	28,256		714,312

Total Preferred Stocks			48,856,957

Investments in Affiliates (0.8%)
Fifth Third Institutional Money Market Fund ^(d)	915,889		915,889

Total Investments in Affiliates			915,889

Total Investments (Cost $119,823,552) - 101.1%			124,621,058
Liabilities in excess of other assets - (1.1)%			(1,361,818	)

NET ASSETS - 100.0%		$	123,259,240

Notes to Schedule of Investments

^(a)		Variable rate security. Rate presented represents rate in effect at January 31, 2011.

^(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)		All or part of this security was on loan.

Continued

Strategic Income

Schedule of Investments, continued

January 31, 2011 (Unaudited)

^(d)		Investment is in Institutional Shares of underlying fund.
^(e)		All or part of this security has been designated as collateral for futures contracts, delayed delivery securities, swaps and forward foreign currency contracts.
^(f)		Perpetual Maturity. Callable any time after first call date. Maturity date is next call date.
^(g)		Represents investments of cash collateral received in connection with securities lending.
^(h)		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

CMBS - Commercial Mortgage-Backed Security

BRL - Brazilian Real

CMO - Collateralized Mortgage Obligation

NZD - New Zealand Dollar

PLN - Polish Zloty

TBA - To Be Announced

WL - Whole Loan

At January 31, 2011, Strategic Income’s investments were in the following countries:

Country

Bermuda	0.5	%
Brazil	2.2	%
Canada	1.0	%
Cayman Islands	0.4	%
France	0.7	%
Germany	0.5	%
Great Britain	3.4	%
Ireland	1.0	%
Isle Of Man	0.8	%
Luxembourg	0.8	%
Marshall Island	0.5	%
Netherlands	1.4	%
New Zealand	2.2	%
Poland	1.2	%
South Korea	0.4	%
Switzerland	1.7	%
United States	81.3	%

Total	100.0	%

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

LifeModel Aggressive^SM

Schedule of Investments

January 31, 2011 (Unaudited)

	Shares	Value

Investments in Affiliates ^(a) (100.4%)
Fifth Third All Cap Value Fund	526,383	$	8,595,838
Fifth Third Disciplined Large Cap Value Fund	1,646,231		17,943,922
Fifth Third High Yield Bond Fund	16,453		164,533
Fifth Third Institutional Money Market Fund	328,123		328,123
Fifth Third International Equity Fund	3,199,200		27,001,249
Fifth Third Mid Cap Growth Fund *	1,032,817		11,402,303
Fifth Third Quality Growth Fund	1,111,640		17,941,861
Fifth Third Short Term Bond Fund	107,019		1,025,240
Fifth Third Small Cap Growth Fund *	681,495		5,956,267
Fifth Third Small Cap Value Fund	322,209		5,983,410
Fifth Third Structured Large Cap Plus Fund	1,761,125		20,816,490
Fifth Third Total Return Bond Fund	170,170		1,519,619

Total Investments in Affiliates			118,678,855

Total Investments (Cost $114,421,732) - 100.4%			118,678,855
Liabilities in excess of other assets - (0.4)%			(461,216	)

NET ASSETS - 100.0%		$	118,217,639

Notes to Schedule of Investments

*		Non-income producing security.

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

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

LifeModel Moderately Aggressive^SM

Schedule of Investments

January 31, 2011 (Unaudited)

	Shares		Value

Investments in Affiliates ^(a) (100.1%)
Fifth Third All Cap Value Fund		818,217	$	13,361,479
Fifth Third Disciplined Large Cap Value Fund		2,226,997		24,274,271
Fifth Third High Yield Bond Fund		200,840		2,008,400
Fifth Third Institutional Money Market Fund		1,115,547		1,115,547
Fifth Third International Equity Fund		4,301,609		36,305,582
Fifth Third Mid Cap Growth Fund *		1,367,344		15,095,478
Fifth Third Quality Growth Fund		1,439,391		23,231,767
Fifth Third Short Term Bond Fund		1,194,718		11,445,402
Fifth Third Small Cap Growth Fund *		888,500		7,765,487
Fifth Third Small Cap Value Fund		422,239		7,840,983
Fifth Third Structured Large Cap Plus Fund		2,439,310		28,832,647
Fifth Third Total Return Bond Fund		3,154,543		28,170,067

Total Investments in Affiliates				199,447,110

Total Investments (Cost $189,422,040) - 100.1%				199,447,110
Liabilities in excess of other assets - 0.1%				(253,104	)

NET ASSETS - 100.0%			$	199,194,006

Notes to Schedule of Investments

*		Non-income producing security.

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

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

LifeModel Moderate^SM

Schedule of Investments

January 31, 2011 (Unaudited)

	Shares		Value

Investments in Affiliates ^(a) (100.1%)
Fifth Third All Cap Value Fund		854,536	$	13,954,566
Fifth Third Disciplined Large Cap Value Fund		2,078,888		22,659,882
Fifth Third High Yield Bond Fund		410,682		4,106,816
Fifth Third Institutional Money Market Fund		3,373,093		3,373,093
Fifth Third International Equity Fund		4,481,405		37,823,061
Fifth Third Mid Cap Growth Fund *		1,387,540		15,318,441
Fifth Third Quality Growth Fund		1,373,728		22,171,964
Fifth Third Short Term Bond Fund		3,329,093		31,892,714
Fifth Third Small Cap Growth Fund *		913,944		7,987,870
Fifth Third Small Cap Value Fund		424,389		7,880,911
Fifth Third Structured Large Cap Plus Fund		2,195,239		25,947,721
Fifth Third Total Return Bond Fund		8,185,293		73,094,666

Total Investments in Affiliates				266,211,705

Total Investments (Cost $261,249,513) - 100.1%				266,211,705
Liabilities in excess of other assets - (0.1)%				(269,762	)

NET ASSETS - 100.0%			$	265,941,943

Notes to Schedule of Investments

*		Non-income producing security.

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

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

LifeModel Moderately Conservative^SM

Schedule of Investments

January 31, 2011 (Unaudited)

	Shares		Value

Investments in Affiliates ^(a) (100.0%)
Fifth Third All Cap Value Fund		158,839	$	2,593,832
Fifth Third Disciplined Large Cap Value Fund		382,385		4,167,998
Fifth Third High Yield Bond Fund		148,406		1,484,065
Fifth Third Institutional Money Market Fund		436,383		436,383
Fifth Third International Equity Fund		623,377		5,261,300
Fifth Third Mid Cap Growth Fund *		230,204		2,541,448
Fifth Third Quality Growth Fund		256,701		4,143,157
Fifth Third Short Term Bond Fund		875,285		8,385,234
Fifth Third Small Cap Growth Fund *		166,600		1,456,084
Fifth Third Small Cap Value Fund		85,882		1,594,824
Fifth Third Structured Large Cap Plus Fund		469,360		5,547,836
Fifth Third Total Return Bond Fund		2,232,200		19,933,546

Total Investments in Affiliates				57,545,707

Total Investments (Cost $55,706,055) - 100.0%				57,545,707
Other assets in excess of liabilities - 0.0%				3,680

NET ASSETS - 100.0%			$	57,549,387

Notes to Schedule of Investments

*		Non-income producing security.

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

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

LifeModel Conservative^SM

Schedule of Investments

January 31, 2011 (Unaudited)

	Shares		Value

Investments in Affiliates ^(a) (99.9%)
Fifth Third All Cap Value Fund		59,274	$	967,943
Fifth Third Disciplined Large Cap Value Fund		150,708		1,642,715
Fifth Third High Yield Bond Fund		154,928		1,549,275
Fifth Third Institutional Money Market Fund		1,135,976		1,135,976
Fifth Third International Equity Fund		181,827		1,534,620
Fifth Third Mid Cap Growth Fund *		88,102		972,649
Fifth Third Quality Growth Fund		102,083		1,647,627
Fifth Third Short Term Bond Fund		797,984		7,644,690
Fifth Third Small Cap Growth Fund *		65,770		574,827
Fifth Third Small Cap Value Fund		31,210		579,570
Fifth Third Structured Large Cap Plus Fund		148,977		1,760,906
Fifth Third Total Return Bond Fund		2,180,460		19,471,508

Total Investments in Affiliates				39,482,306

Total Investments (Cost $39,878,086) - 99.9%				39,482,306
Other assets in excess of liabilities - 0.1%				31,380

NET ASSETS - 100.0%			$	39,513,686

Notes to Schedule of Investments

*		Non-income producing security.

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

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

High Yield Bond

Schedule of Investments

January 31, 2011 (Unaudited)

	Principal
	Amount		Value

Convertible Bonds (0.3%)
Building Products-Cement & Aggregate (0.3%)
US Concrete, Inc., 9.50%, 8/31/15 ^(b)	$	201,000	$	236,929

Total Convertible Bonds				236,929

Corporate Bonds (87.9%)
Advertising Sales (0.4%)
Lamar Media Corp., 6.63%, 8/15/15, (Callable 3/3/11 @ 103.313)		70,000		71,663
Lamar Media Corp., Series B, 6.63%, 8/15/15, (Callable 3/3/11 @ 103.313)		209,000		213,441

				285,104

Aerospace & Defense (2.7%)
BE Aerospace, Inc., 8.50%, 7/1/18, (Callable 7/1/13 @ 104.25)		446,000		486,140
TransDigm, Inc., 7.75%, 12/15/18, (Callable 12/15/14 @ 103.875) ^(b)		1,250,000		1,340,625

				1,826,765

Athletic Equipment (0.9%)
Icon Health & Fitness, 11.88%, 10/15/16, (Callable 10/15/13 @ 105.938) ^(b)		621,000		641,183

Auto/Truck Parts & Equipment-Original (1.0%)
Accuride Corp., 9.50%, 8/1/18, (Callable 8/1/14 @ 104.75) ^{(b) (c)}		165,000		183,150
Cooper-Standard Automotive, Inc., 8.50%, 5/1/18, (Callable 5/1/14 @ 104.25) ^(b)		245,000		263,988
Lear Corp., 7.88%, 3/15/18, (Callable 3/15/14 @ 103.938)		89,000		96,565
Tenneco, Inc., 6.88%, 12/15/20, (Callable 12/15/15 @ 103.438) ^(b)		166,000		170,150

				713,853

Auto/Truck Parts & Equipment-Replacement (0.2%)
Exide Technologies, 8.63%, 2/1/18, (Callable 2/1/15 @ 104.313) ^(b)		104,000		109,590

Auto-Medium & Heavy Duty Trucks (0.4%)
Navistar International Corp., 8.25%, 11/1/21, (Callable 11/1/14 @ 104.125)		265,000		292,163

Broadcast Service/Program (1.3%)
Clear Channel Worldwide Holdings, Inc., 9.25%, 12/15/17, (Callable 12/15/12 @ 106.9375) ^{(b) (c)}		12,000		13,260
Clear Channel Worldwide Holdings, Inc., Series B, 9.25%, 12/15/17, (Callable 12/15/12 @ 106.9375) ^(b)		294,000		325,605
Fisher Communications, Inc., 8.63%, 9/15/14, (Callable 3/3/11 @ 102.875)		504,000		515,340

				854,205

Building & Construction Products-Miscellaneous (1.1%)
Gibraltar Industries, Inc., Series B, 8.00%, 12/1/15, (Callable 3/3/11 @ 104) ^(c)		750,000		755,625

Building Products-Cement & Aggregate (0.6%)
Texas Industries, Inc., 9.25%, 8/15/20, (Callable 8/15/15 @ 104.625)		362,000		388,245

Building-Heavy Construction (1.0%)
Tutor Perini Corp., 7.63%, 11/1/18, (Callable 11/1/14 @ 103.813) ^(b)		650,000		663,000

Building-Residential/Commercial (2.2%)
Beazer Homes USA, Inc., 6.88%, 7/15/15, (Callable 2/16/11 @ 103.438) ^(c)		750,000		736,875
Meritage Homes Corp., 7.15%, 4/15/20		750,000		750,000

				1,486,875

Cable/Satellite TV (2.5%)
CCO Holdings LLC / CCO Holdings Capital Corp., 7.00%, 1/15/19, (Callable 1/15/14 @ 105.25)		59,000		59,442
CCO Holdings LLC / CCO Holdings Capital Corp., 7.88%, 4/30/18, (Callable 4/30/13 @ 105.906) ^{(b) (c)}		344,000		362,060
CCO Holdings LLC / CCO Holdings Capital Corp., 8.13%, 4/30/20, (Callable 4/30/15 @ 104.063)		215,000		228,975
Cequel Communications Holdings I LLC and Cequel Capital Corp., 8.63%, 11/15/17, (Callable 11/15/12 @ 106.469) ^(b)		640,000		669,600
Insight Communications Co., Inc., 9.38%, 7/15/18, (Callable 7/15/13 @ 107.031) ^(b)		352,000		384,560

				1,704,637

Capacitors (1.0%)
Kemet Corp., 10.50%, 5/1/18, (Callable 5/1/14 @ 105.25)		597,000		656,700

Cellular Telecom (3.4%)
Cricket Communications, Inc., 10.00%, 7/15/15, (Callable 7/15/12 @ 105) ^(c)		360,000		394,200
Nextel Communications, Inc., Series D, 7.38%, 8/1/15, (Callable 2/11/11 @ 100.922)		500,000		503,750
Nextel Communications, Inc., Series E, 6.88%, 10/31/13, (Callable 2/11/11 @ 100.859)		165,000		166,031
NII Capital Corp., 10.00%, 8/15/16, (Callable 8/15/13 @ 105)		500,000		560,000
Sprint Nextel Corp., 8.38%, 8/15/17		626,000		683,905

				2,307,886

Continued

High Yield Bond

Schedule of Investments, continued

January 31, 2011 (Unaudited)

	Principal
	Amount		Value

Corporate Bonds, continued
Chemicals-Diversified (0.3%)
Lyondell Chemical Co., 8.00%, 11/1/17, (Callable 5/1/13 @ 106) ^(b)	$	199,000	$	222,134

Chemicals-Plastics (0.2%)
PolyOne Corp., 7.38%, 9/15/20, (Callable 9/15/15 @ 103.688)		106,000		111,565

Coal (1.6%)
Cloud Peak Energy Resources LLC/ Cloud Peak Energy Finance Corp., 8.50%, 12/15/19, (Callable 12/15/14 @ 104.25) ^(b)		304,000		338,960
Consol Energy, Inc., 8.00%, 4/1/17, (Callable 4/1/14 @ 104) ^(b)		106,000		115,010
Consol Energy, Inc., 8.25%, 4/1/20, (Callable 4/1/15 @ 104.125) ^(b)		106,000		115,805
Penn Virginia Resource Partners L.P./Penn Virginia Resource Finance Corp., 8.25%, 4/15/18, (Callable 4/15/14 @ 104.125)		491,000		514,322

				1,084,097

Commercial Banks-Eastern U.S. ^(c) (1.3%)
CIT Group, Inc., 7.00%, 5/1/16, (Callable 3/16/11 @ 102)		859,000		867,590
CIT Group, Inc., 7.00%, 5/1/17, (Callable 3/16/11 @ 102)		17,000		17,149

				884,739

Commercial Services (1.1%)
PHH Corp., 9.25%, 3/1/16 ^(b)		716,000		767,910

Consumer Products-Miscellaneous (2.0%)
Central Garden and Pet Co., 8.25%, 3/1/18, (Callable 3/1/14 @ 104.125)		227,000		233,810
Jarden Corp., 7.50%, 5/1/17 ^(c)		598,000		629,395
Reynolds Group Issuer, Inc./ Reynolds Group Issuer LLC, 7.13%, 4/15/19, (Callable 10/15/14 @ 103.563) ^(b)		400,000		413,000
Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC, 7.75%, 10/15/16, (Callable 10/15/12 @ 103.875) ^(b)		60,000		63,300

				1,339,505

Containers-Metal/Glass (1.0%)
BWAY Holding Co., 10.00%, 6/15/18, (Callable 6/15/14 @ 105) ^(b)		600,000		654,000

Containers-Paper/Plastic (0.3%)
Solo Cup Co., 8.50%, 2/15/14, (Callable 3/3/11 @ 101.417) ^(c)		250,000		225,000

Cosmetics & Toiletries (0.1%)
Elizabeth Arden, Inc., 7.38%, 3/15/21, (Callable 3/15/16 @ 103.688) ^(b)		34,000		34,765

Data Processing/Management (0.8%)
First Data Corp., 8.25%, 1/15/21, (Callable 1/15/16 @ 104.125) ^{(b) (c)}		244,000		234,850
First Data Corp., 9.88%, 9/24/15, (Callable 9/30/11 @ 104.938) ^(b)		9,000		8,933
First Data Corp., 9.88%, 9/24/15, (Callable 9/30/11 @ 104.938) ^(c)		46,000		45,885
First Data Corp., 12.63%, 1/15/21, (Callable 1/15/16 @ 112.625) ^(b)		244,000		247,050

				536,718

Diversified Banks (0.5%)
Ally Financial, Inc., 7.50%, 9/15/20 ^(b)		300,000		327,000

Diversified Manufacturing Operations ^(b) (1.1%)
Amsted Industries, Inc., 8.13%, 3/15/18, (Callable 3/15/14 @ 104.063)		420,000		445,200
Koppers, Inc., 7.88%, 12/1/19, (Callable 12/1/14 @ 103.938)		296,000		319,680

				764,880

Diversified Operator/Commercial Services (0.6%)
ARAMARK Corp., 8.50%, 2/1/15, (Callable 3/3/11 @ 104.25) ^(c)		389,000		405,533

Electric-Integrated (1.1%)
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		113,372
PNM Resources, Inc., 9.25%, 5/15/15		430,000		481,600
Puget Sound Energy, Inc., Series A, 6.97%, 6/1/67, (Callable 6/1/17 @ 100) ^(a)		175,000		171,866

				766,838

Finance-Auto Loans (0.3%)
Ford Motor Credit Co. LLC, 8.13%, 1/15/20 ^(c)		180,000		210,952

Finance-Leasing Company (0.9%)
International Lease Finance Corp., 8.75%, 3/15/17 ^(b)		567,000		635,040

Food-Retail (1.3%)
BI-LO LLC / BI-LO Finance Corp., 9.25%, 2/15/19 ^{(b) (h)}		434,000		444,850
Ingles Markets, Inc., 8.88%, 5/15/17, (Callable 5/15/13 @ 104.438)		382,000		409,695

				854,545

Funeral Services & Related Items (1.2%)
Service Corp. International, 8.00%, 11/15/21		290,000		316,825
Stonemor Operating LLC/ Cornerstone Family Services of WV/Osiris Holding, 10.25%, 12/1/17, (Callable 12/1/13 @ 105.125) ^(b)		469,000		488,932

				805,757

Continued

High Yield Bond

Schedule of Investments, continued

January 31, 2011 (Unaudited)

	Principal
	Amount		Value

Corporate Bonds, continued
Gas-Transportation (1.1%)
Sabine Pass Liquified Natural Gas L.P., 7.25%, 11/30/13	$	734,000	$	728,495

Home Furnishings (0.7%)
Sealy Mattress Co., 8.25%, 6/15/14, (Callable 3/3/11 @ 102.75)		130,000		132,925
Simmons Bedding Co., 11.25%, 7/15/15, (Callable 1/20/12 @ 103) ^(b)		299,000		323,294

				456,219

Housewares (1.1%)
Libbey Glass, Inc., 10.00%, 2/15/15, (Callable 2/15/12 @ 105)		715,000		773,094

Independent Power Producer (1.3%)
Calpine Corp., 7.50%, 2/15/21, (Callable 11/1/15 @ 103.75) ^(b)		290,000		293,625
Calpine Corp., 7.88%, 1/15/23, (Callable 1/15/17 @ 103.938) ^(b)		500,000		507,500
GenOn Energy, Inc., 7.63%, 6/15/14 ^(c)		85,000		89,250

				890,375

Industrial Automats/Robots (1.4%)
Liberty Tire Recycling, 11.00%, 10/1/16, (Callable 10/1/13 @ 105.5) ^(b)		890,000		987,900

Investment Management/Advisor Services (1.1%)
Pinafore LLC / Pinafore, Inc., 9.00%, 10/1/18, (Callable 10/1/14 @ 104.5) ^(b)		657,000		725,164

Machinery-Farm (0.6%)
Case New Holland, Inc., 7.88%, 12/1/17 ^(b)		350,000		388,938

Medical Instruments (0.4%)
Accellent, Inc., 8.38%, 2/1/17, (Callable 2/1/13 @ 106.281)		244,000		255,590

Medical Products (0.7%)
Universal Hospital Services, Inc., 3.83%, 6/1/15, (Callable 3/3/11 @ 101) ^(a)		525,000		494,813

Medical-Drugs (1.7%)
Axcan Intermediate Holdings, Inc., 9.25%, 3/1/15, (Callable 3/3/11 @ 106.938)		500,000		528,750
Axcan Intermediate Holdings, Inc., 12.75%, 3/1/16, (Callable 3/1/12 @ 106.375)		350,000		374,500
Giant Funding Corp., 8.25%, 2/1/18, (Callable 2/1/14 @ 106.188) ^(b)		230,000		238,337

				1,141,587

Medical-Hospitals (1.4%)
Capella Healthcare, Inc., 9.25%, 7/1/17, (Callable 7/1/13 @ 106.938) ^(b)		241,000		260,883
CHS/Community Health Systems, Inc., 8.88%, 7/15/15, (Callable 7/15/11 @ 104.438)		258,000		272,512
HCA, Inc., 9.63%, 11/15/16, (Callable 11/15/11 @ 104.813) ^(g)		394,000		425,027

				958,422

Medical-Outpatient/Home Medical (0.9%)
Apria Healthcare Group, Inc., 11.25%, 11/1/14, (Callable 11/1/11 @ 105.625) ^(b)		564,000		622,515

Multi-line Insurance (1.5%)
MetLife, Inc., 10.75%, 8/1/39, (Callable 8/1/34 @ 100) ^(c)		750,000		1,040,625

Multimedia (0.2%)
Entravision Communications Corp., 8.75%, 8/1/17, (Callable 8/1/13 @ 106.563)		120,000		128,400

Music (0.5%)
WMG Acquisition Corp., 7.38%, 4/15/14, (Callable 3/3/11 @ 102.458) ^(c)		362,000		358,380

Non-Profit Charity (0.3%)
Seminole Indian Tribe of Florida, 7.75%, 10/1/17, (Callable 10/1/13 @ 105.813) ^(b)		224,000		236,320

Oil & Gas Exploration & Production (4.6%)
Atlas Energy Operating Co. LLC/ Atlas Energy Finance Corp., 12.13%, 8/1/17, (Callable 8/1/13 @ 106.063)		98,000		125,195
Berry Petroleum Co., 8.25%, 11/1/16, (Callable 11/1/11 @ 104.125) ^(c)		676,000		711,490
Chesapeake Energy Corp., 6.50%, 8/15/17 ^(c)		527,000		546,762
Chesapeake Energy Corp., 9.50%, 2/15/15		346,000		404,820
Hilcorp Energy I L.P./Hilcorp Finance Co., 7.75%, 11/1/15, (Callable 3/3/11 @ 103.875) ^(b)		506,000		524,975
Hilcorp Energy I L.P./Hilcorp Finance Co., 9.00%, 6/1/16, (Callable 6/1/11 @ 104.5) ^(b)		87,000		91,785
Newfield Exploration Co., 6.88%, 2/1/20, (Callable 2/1/15 @ 103.438)		188,000		202,100
Petrohawk Energy Corp., 7.25%, 8/15/18, (Callable 8/15/14 @ 103.625) ^(b)		292,000		300,030
Petrohawk Energy Corp., 7.88%, 6/1/15, (Callable 6/1/12 @ 103.938)		250,000		265,000

				3,172,157

Continued

High Yield Bond

Schedule of Investments, continued

January 31, 2011 (Unaudited)

	Principal
	Amount		Value

Corporate Bonds, continued
Oil Field Services (1.9%)
Basic Energy Services, Inc., 7.13%, 4/15/16, (Callable 4/15/11 @ 103.563) ^(c)	$	750,000	$	727,500
Exterran Holdings, Inc., 7.25%, 12/1/18, (Callable 12/1/13 @ 105.438) ^(b)		200,000		203,000
Helix Energy Solutions Group, Inc., 9.50%, 1/15/16, (Callable 1/15/12 @ 104.75) ^(b)		356,000		371,130

				1,301,630

Oil Refining & Marketing (2.0%)
Coffeyville Resources LLC/ Coffeyville Finance, Inc., 10.88%, 4/1/17, (Callable 4/1/13 @ 108.156) ^{(b) (c)}		520,000		578,500
United Refining Co., Series 2, 10.50%, 8/15/12, (Callable 3/3/11 @ 100)		814,000		809,930

				1,388,430

Paper & Related Products (0.8%)
Clearwater Paper Corp., 7.13%, 11/1/18, (Callable 11/1/14 @ 103.563) ^(b)		500,000		518,750

Pharmacy Services (0.7%)
Omnicare, Inc., 7.75%, 6/1/20, (Callable 6/1/15 @ 103.875)		427,000		448,350

Pipelines (7.6%)
Atlas Pipeline Partners L.P., 8.75%, 6/15/18, (Callable 6/15/13 @ 104.375) ^(c)		328,000		346,040
Copano Energy LLC/Copano Energy Finance Corp., 8.13%, 3/1/16, (Callable 3/3/11 @ 104.0625)		590,000		612,125
Crosstex Energy L.P./Crosstex Energy Finance Corp., 8.88%, 2/15/18, (Callable 2/15/14 @ 104.438)		100,000		108,250
Enterprise Products Operating LLC, 7.00%, 6/1/67, (Callable 6/1/17 @ 100) ^(a)		550,000		546,562
Genesis Energy L.P./Genesis Energy Finance Corp., 7.88%, 12/15/18, (Callable 12/15/14 @ 103.938) ^(b)		700,000		700,000
MarkWest Energy Partners L.P./ MarkWest Energy Finance Corp., 6.75%, 11/1/20, (Callable 11/1/15 @ 103.375)		47,000		47,940
MarkWest Energy Partners L.P./ MarkWest Energy Finance Corp., Series B, 8.75%, 4/15/18, (Callable 4/15/13 @ 104.375)		36,000		39,330
Regency Energy Partners L.P./ Regency Energy Finance Corp., 9.38%, 6/1/16, (Callable 6/1/13 @ 104.688) ^{(b) (c)}		950,000		1,049,750
Targa Resources Partners L.P./Targa Resources Partners Finance Corp., 6.88%, 2/1/21, (Callable 2/1/16 @ 103.438) ^{(b) (h)}		575,000		575,000
Targa Resources Partners L.P./Targa Resources Partners Finance Corp., 7.88%, 10/15/18, (Callable 10/15/14 @ 103.938) ^(b)		370,000		392,200
Targa Resources Partners L.P./Targa Resources Partners Finance Corp., 8.25%, 7/1/16, (Callable 7/1/12 @ 104.125) ^(b)		403,000		431,210
Targa Resources Partners L.P./Targa Resources Partners Finance Corp., 11.25%, 7/15/17, (Callable 7/15/13 @ 105.625) ^(b)		300,000		349,500

				5,197,907

Printing-Commercial ^(c) (1.0%)
Cenveo Corp., 7.88%, 12/1/13, (Callable 3/3/11 @ 101.313)		362,000		345,710
Cenveo Corp., 8.88%, 2/1/18, (Callable 2/1/14 @ 104.438) ^(b)		350,000		345,625

				691,335

Radio (0.1%)
Citadel Broadcasting Corp., 7.75%, 12/15/18, (Callable 12/15/14 @ 103.875) ^(b)		70,000		74,550

Real Estate Investment Trusts ^(b) (1.4%)
Omega Healthcare Investors, Inc., 6.75%, 10/15/22, (Callable 10/15/15 @ 103.375)		600,000		592,500
PPF Funding, Inc., 5.70%, 4/15/17		409,000		384,923

				977,423

Rental Auto/Equipment ^(b) (0.9%)
Ashtead Capital, Inc., 9.00%, 8/15/16, (Callable 8/15/11 @ 104.5)		329,000		349,562
RSC Equipment Rental, Inc. / RSC Holdings III LLC, 10.00%, 7/15/17, (Callable 7/15/13 @ 105)		119,000		135,065
United Rentals North America, Inc., 10.88%, 6/15/16, (Callable 6/15/13 @ 105.438) ^(b)		125,000		144,063

				628,690

Retail-Automobile (0.8%)
Asbury Automotive Group, Inc., 7.63%, 3/15/17, (Callable 3/15/12 @ 103.813) ^(e)		18,000		18,270
Penske Automotive Group, Inc., 7.75%, 12/15/16, (Callable 12/15/11 @ 103.875)		548,000		560,330

				578,600

Retail-Mail Order (0.7%)
QVC, Inc., 7.50%, 10/1/19, (Callable 10/1/14 @ 103.75) ^(b)		419,000		446,235

Retail-Propane Distributors (0.4%)
Inergy L.P./Inergy Finance Corp., 7.00%, 10/1/18, (Callable 10/1/14 @ 103.5) ^(b)		264,000		270,930

Continued

High Yield Bond

Schedule of Investments, continued

January 31, 2011 (Unaudited)

	Principal
	Amount		Value

Corporate Bonds, continued
Rubber-Tires (0.9%)
Goodyear Tire & Rubber Co. (The), 10.50%, 5/15/16, (Callable 5/15/12 @ 107.875)	$	544,000	$	617,440

Special Purpose Entity (0.7%)
Holly Energy Partners L.P./Holly Energy Finance Corp., 6.25%, 3/1/15, (Callable 3/3/11 @ 103.125)		500,000		495,000

Steel Pipe & Tube (0.7%)
Mueller Water Products, Inc., 7.38%, 6/1/17, (Callable 6/1/12 @ 103.688) ^(c)		460,000		446,775

Steel-Producers (1.7%)
AK Steel Corp., 7.63%, 5/15/20, (Callable 5/15/15 @ 103.813) ^(c)		529,000		539,580
United States Steel Corp., 7.38%, 4/1/20		625,000		648,437

				1,188,017

Telecommunication Equipment (0.3%)
CommScope, Inc., 8.25%, 1/15/19, (Callable 1/15/15 @ 104.125) ^(b)		208,000		215,800

Telecommunication Services (2.3%)
PAETEC Holding Corp., 8.88%, 6/30/17, (Callable 6/30/13 @ 104.438) ^{(b) (c)}		600,000		645,000
TW Telecom Holdings, Inc., 8.00%, 3/1/18, (Callable 3/1/14 @ 104)		66,000		70,785
West Corp., 8.63%, 10/1/18, (Callable 10/1/14 @ 104.313) ^{(b) (c)}		767,000		822,607

				1,538,392

Telephone-Integrated (3.5%)
Cincinnati Bell, Inc., 8.25%, 10/15/17, (Callable 10/15/13 @ 104.125)		790,000		797,900
Frontier Communications Corp., 8.13%, 10/1/18 ^(c)		180,000		202,725
Frontier Communications Corp., 8.50%, 4/15/20 ^(b)		588,000		662,970
Sprint Capital Corp., 6.88%, 11/15/28		100,000		89,500
Windstream Corp., 8.63%, 8/1/16, (Callable 8/1/11 @ 104.313)		626,000		663,560

				2,416,655

Transportation-Marine (2.0%)
Martin Midstream Partners L.P./ Martin Midstream Finance Corp., 8.88%, 4/1/18, (Callable 4/1/14 @ 104.438)		506,000		526,240
Navios Maritime Holdings, Inc./ Navios Maritime Finance II US, Inc., 8.13%, 2/15/19, (Callable 2/15/15 @ 104.063) ^(b)		848,000		826,800

				1,353,040

Vitamins & Nutrition Products (0.8%)
NBTY, Inc., 9.00%, 10/1/18, (Callable 10/1/14 @ 104.5) ^(b)		500,000		538,750

Web Hosting / Design (1.3%)
Equinix, Inc., 8.13%, 3/1/18, (Callable 3/1/14 @ 104.063) ^(c)		844,000		911,520

Wire & Cable Products (0.3%)
Belden, Inc., 7.00%, 3/15/17, (Callable 3/15/12 @ 103.5)		210,000		213,150
General Cable Corp., 7.13%, 4/1/17, (Callable 4/1/12 @ 103.563) ^(c)		18,000		18,540

				231,690

Wireless Equipment (1.2%)
Viasat, Inc., 8.88%, 9/15/16, (Callable 9/15/12 @ 106.656)		784,000		842,800

Total Corporate Bonds				59,994,512

Foreign Bonds (7.3%)
Diversified Operations (0.4%)
Stena AB, 7.00%, 12/1/16, (Callable 3/3/11 @ 102.333) ^(e)		250,000		244,375

Electric-Generation (1.2%)
Intergen NV, 9.00%, 6/30/17, (Callable 6/30/12 @ 104.5) ^{(b) (e)}		800,000		858,000

Forestry (0.9%)
Tembec Industries, Inc., 11.25%, 12/15/18, (Callable 12/15/14 @ 105.625) ^{(b) (c)}		591,000		642,712

Metal-Aluminum (0.3%)
Novelis, Inc., 8.38%, 12/15/17, (Callable 12/15/13 @ 106.281) ^(b)		175,000		188,563

Multimedia (0.8%)
Quebecor Media, Inc., 7.75%, 3/15/16, (Callable 3/15/11 @ 103.875) ^(e)		302,000		313,325
Quebecor Media, Inc., 7.75%, 3/15/16, (Callable 3/15/11 @ 103.875)		209,000		216,838

				530,163

Oil & Gas Drilling (0.7%)
Gibson Energy ULC / GEP Midstream Finance Corp., 11.75%, 5/27/14, (Callable 6/1/12 @ 105.875)		426,000		477,120

Oil Field Services (0.8%)
Expro Finance Luxembourg SCA, 8.50%, 12/15/16, (Callable 12/15/13 @ 104.25) ^(b)		559,000		550,615

Paper & Related Products ^(b) (0.9%)
Cascades, Inc., 7.75%, 12/15/17, (Callable 12/15/13 @ 103.875)		349,000		362,960
Cascades, Inc., 7.88%, 1/15/20, (Callable 1/15/15 @ 103.938)		200,000		208,000
PE Paper Escrow GmbH, 12.00%, 8/1/14, (Callable 8/1/12 @ 106)		24,000		27,964

				598,924

Continued

High Yield Bond

Schedule of Investments, continued

January 31, 2011 (Unaudited)

	Principal
	Amount		Value

Foreign Bonds, continued
Rental Auto/Equipment (0.2%)
Ashtead Holdings PLC, 8.63%, 8/1/15, (Callable 3/3/11 @ 104.313) ^{(b) (e)}	$	151,000	$	157,606

Telecommunication Services (1.1%)
Wind Acquisition Finance SA, 11.75%, 7/15/17, (Callable 7/15/13 @ 105.875) ^(b)		650,000		741,000

Total Foreign Bonds				4,989,078


	Shares

Investment Companies (15.0%)
State Street Navigator Securities Lending Portfolio ^(f)		10,223,238		10,223,238

Total Investment Companies				10,223,238

Preferred Stocks (1.6%)
Diversified Banks (1.6%)
Ally Financial, Inc., 7.38%		46,226		1,109,424

Total Preferred Stocks				1,109,424

Investments in Affiliates (1.2%)
Fifth Third Institutional Money Market Fund ^(d)		783,479		783,479

Total Investments in Affiliates				783,479

Total Investments (Cost $73,405,643) - 113.3%				77,336,660
Liabilities in excess of other assets - (13.3)%				(9,065,394	)

NET ASSETS - 100.0%			$	68,271,266

Notes to Schedule of Investments

^(a)		Variable rate security. Rate presented represents rate in effect at January 31, 2011.

^(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)		All or part of this security was on loan.

^(d)		Investment is in Institutional Shares of underlying fund.

^(e)		All or part of this security has been designated as collateral for when issued securities.

^(f)		Represents investments of cash collateral received in connection with securities lending.

^(g)		PIK (payment-in-kind) security. Bond that pays interest in the form of additional bonds.

^(h)		When Issued.

At January 31, 2011, High Yield Bond’s investments were in the following countries:

Country

Austria	—	^
Canada	3.1	%
Great Britain	0.2	%
Luxembourg	1.7	%
Marshall Island	1.1	%
Netherlands	1.1	%
Sweden	0.3	%
United States	92.5	%

Total	100.0	%

Amount is less than 0.05%.

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

Total Return Bond

Schedule of Investments

January 31, 2011 (Unaudited)

	Principal
	Amount		Value

Asset-Backed Securities (3.9%)
Home Equity Sequential (0.3%)
Residential Funding Mortgage Securities II, Inc., Series 2006-HI3, Class A3, 5.96%, 2/25/36	$	770,000	$	728,433

Manufactured Housing ABS Other (0.8%)
Mid-State Trust, Series 2005-1, Class M2, 7.08%, 1/15/40		2,384,021		2,120,111

Manufactured Housing Sequential (1.0%)
Vanderbilt Acquisition Loan Trust, Series 2002-1, Class A4, 6.57%, 5/7/27 ^(a)		2,468,554		2,626,484

Other ABS (1.8%)
Aircastle Aircraft Lease Backed Trust, Series 2006-1A, Class G1, 0.53%, 6/20/31, (Next Reset: 2/15/11) ^{(a) (b) (l)}		1,217,786		1,132,541
First Franklin Mortgage Loan Asset Backed Certificates, Series 2004-FF11, Class 1A2, 0.61%, 1/25/35, (Next Reset: 2/25/11) ^(a)		51,824		48,516
First Franklin Mortgage Loan Asset Backed Certificates, Series 2005-FFA, Class M3, 6.02%, 3/25/25, (Next Reset: 2/25/11) ^(k)		600,000		198,860
Renaissance Home Equity Loan Trust, Series 2006-1, Class AF4, 6.01%, 5/25/36 ^(k)		1,645,000		1,114,423
Residential Asset Mortgage Products, Inc., Series 2002-RZ3, Class M1, 5.78%, 8/25/32, (Next Reset: 2/25/11) ^(a)		51,807		51,579
Residential Asset Mortgage Products, Inc., Series 2003-RZ5, Class A7, 4.97%, 9/25/33, (Next Reset: 3/25/13) ^(k)		2,062,215		2,086,735

				4,632,654

Total Asset-Backed Securities				10,107,682

Corporate Bonds (23.2%)
Advertising Agencies (0.5%)
Omnicom Group, Inc., 4.45%, 8/15/20		1,250,000		1,227,127

Aerospace & Defense (0.6%)
Boeing Co. (The), 3.75%, 11/20/16 ^(c)		1,450,000		1,524,337

Beverages-Non-alcoholic (0.6%)
Coca-Cola Refreshments USA, Inc., 4.25%, 3/1/15		1,500,000		1,615,635

Cable/Satellite TV (1.0%)
Comcast Corp., 5.70%, 7/1/19 ^(c)		1,000,000		1,090,526
Time Warner Cable, Inc., 5.85%, 5/1/17		1,250,000		1,392,276

				2,482,802

Coatings/Paint (0.4%)
RPM International, Inc., 6.25%, 12/15/13		1,000,000		1,096,280

Commercial Banks Non-U.S. (0.5%)
Westpac Capital Trust IV, 5.26%, 3/31/16, (Next Reset: 3/31/16) ^{(a) (b) (c) (g) (h)}		1,445,000		1,385,437

Commercial Banks-Central U.S. (0.4%)
SunTrust Bank, 3.00%, 11/16/11 ^(j)		1,000,000		1,021,223

Commercial Banks-Eastern U.S. (0.4%)
Manufacturers & Traders Trust Co., 1.80%, 4/1/13, (Callable 4/1/11 @ 100) ^(a)		1,075,000		1,070,208

Commercial Banks-Southern U.S. (1.0%)
BB&T Corp., 5.25%, 11/1/19		1,500,000		1,547,625
Wachovia Bank NA, 5.85%, 2/1/37 ^(e)		1,000,000		993,379

				2,541,004

Computer Services (0.5%)
International Business Machines Corp., 5.88%, 11/29/32		1,250,000		1,380,054

Consumer Products-Miscellaneous (0.5%)
Clorox Co., 3.55%, 11/1/15		1,215,000		1,250,821

Diversified Banks (3.2%)
Bank of America Corp., 5.63%, 10/14/16		2,665,000		2,825,755
Citigroup, Inc., 6.13%, 11/21/17		2,000,000		2,194,204
Goldman Sachs Group, Inc. (The), 6.13%, 2/15/33 ^(c)		1,100,000		1,126,160
JP Morgan Chase & Co., 6.00%, 1/15/18		1,265,000		1,405,065
Morgan Stanley, 5.75%, 10/18/16		780,000		836,145

				8,387,329

Diversified Financial Services (1.1%)
General Electric Capital Corp., 4.80%, 5/1/13		2,725,000		2,909,273

Electric-Generation (0.2%)
Sithe/Independence Funding Corp., Series A, 9.00%, 12/30/13		550,776		571,965

Electric-Integrated (2.9%)
Alabama Power Capital Trust V, 3.40%, 10/1/42, (Callable 4/1/11 @ 100) ^(a)		874,000		822,216
Duke Energy Indiana, Inc., 3.75%, 7/15/20		1,775,000		1,713,193
Florida Power & Light Co., 5.96%, 4/1/39		870,000		946,024
Southern Power Co., Series B, 6.25%, 7/15/12 ^(c)		2,260,000		2,422,871
Virginia Electric and Power Co., 6.35%, 11/30/37		1,450,000		1,633,822

				7,538,126

Enterprise Software/Services (0.4%)
CA, Inc., 5.38%, 12/1/19		1,000,000		1,030,025

Continued

Total Return Bond

Schedule of Investments, continued

January 31, 2011 (Unaudited)

	Principal
	Amount		Value

Corporate Bonds, continued
Finance-Investment Banker/Broker (0.3%)
JP Morgan Chase Capital XXI, Series U, 1.24%, 2/2/37, (Callable 2/2/12 @ 100), (Next Reset: 5/3/11) ^(a)	$	1,000,000	$	786,829

Food-Miscellaneous/Diversified (0.5%)
General Mills, Inc., 5.65%, 2/15/19 ^(c)		1,250,000		1,389,586

Food-Retail (0.4%)
Kroger Co. (The), 7.50%, 1/15/14		1,000,000		1,151,773

Life/Health Insurance (0.5%)
Prudential Financial, Inc., 3.88%, 1/14/15		1,250,000		1,302,580

Multi-line Insurance (0.5%)
MetLife, Inc., 6.75%, 6/1/16		1,000,000		1,164,227

Networking Products (0.4%)
Cisco Systems, Inc., 4.95%, 2/15/19		1,000,000		1,081,118

Office Furnishings-Original (0.2%)
Steelcase, Inc., 6.38%, 2/15/21, (Callable 11/15/20 @ 100)		500,000		510,498

Pipelines (0.5%)
Kinder Morgan Energy Partners L.P., 5.63%, 2/15/15 ^(c)		1,250,000		1,379,764

Reinsurance (1.0%)
Berkshire Hathaway, Inc., 3.20%, 2/11/15		2,580,000		2,668,226

REITS-Office Property (0.3%)
Boston Properties L.P., 4.13%, 5/15/21		850,000		813,132

Retail-Discount (0.5%)
Target Corp., 5.38%, 5/1/17		1,150,000		1,297,845

Retail-Drug Store (0.6%)
CVS Caremark Corp., 5.75%, 6/1/17		1,275,000		1,431,394

Retail-Restaurants (0.5%)
Yum! Brands, Inc., 3.88%, 11/1/20, (Callable 8/1/20 @ 100) ^(c)		1,275,000		1,221,286

Telephone-Integrated (1.5%)
AT&T, Inc., 6.30%, 1/15/38		1,450,000		1,494,893
Verizon Communications, Inc., 4.90%, 9/15/15 ^(c)		2,175,000		2,392,737

				3,887,630

Transportation-Rail (1.0%)
Burlington Northern Santa Fe LLC, 5.65%, 5/1/17		1,000,000		1,115,792
Union Pacific Corp., 5.45%, 1/31/13		1,380,000		1,487,404

				2,603,196

Wireless Equipment (0.3%)
American Tower Corp., 4.50%, 1/15/18		800,000		794,552

Total Corporate Bonds				60,515,282

Foreign Bonds (6.4%)
Commercial Banks-Eastern U.S. (0.8%)
Credit Suisse, 5.30%, 8/13/19		2,000,000	2,092,470

Metals & Mining (0.2%)
Rio Tinto Finance USA, Ltd., 3.50%, 11/2/20		500,000	467,640

Oil & Gas Exploration & Production (0.7%)
Gazprom Via Gazprom International SA, 7.20%, 2/1/20 ^(b)		1,747,805	1,874,521

Oil Company-Integrated (1.7%)
Husky Energy, Inc., 5.90%, 6/15/14		1,360,000	1,505,814
Shell International Finance BV, 4.38%, 3/25/20 ^(c)		2,850,000	2,966,525

			4,472,339

Pipelines (0.2%)
TransCanada PipeLines, Ltd., 5.85%, 3/15/36		500,000	512,956

Sovereign (2.8%)
Brazil, Federal Republic, Series F, 10.00%, 1/1/14	BRL	8,340,000	4,666,731
New Zealand Government Bond, 6.00%, 12/15/17	NZD	3,150,000	2,555,437

			7,222,168

Total Foreign Bonds			16,642,094

Mortgage-Backed Securities (55.7%)
Agency Collateral Other (1.4%)
Restructured Assets Certificates, Series 2006-9, Class P, 12.07%, 12/31/49 ^{(b) (g) (l)}	$	5,250,000	3,603,600

CMBS Other (5.3%)
Bear Stearns Commercial Mortgage Securities, Series 2004-T14, Class A4, 5.20%, 1/12/41 ^(a)		2,000,000	2,137,679
Citigroup/Deutsche Bank Commercial Mortgage Trust, Series 2005-CD1, Class A4, 5.22%, 7/15/44 ^(a)		2,960,000	3,193,085
Citigroup/Deutsche Bank Commercial Mortgage Trust, Series 2007-CD5, Class A4, 5.89%, 11/15/44 ^(a)		1,575,000	1,691,887
Greenwich Capital Commercial Funding Corp., Series 2002-C1, Class A4, 4.95%, 1/11/35		1,000,000	1,046,449
Greenwich Capital Commercial Funding Corp., Series 2004-GG1, Class A5, 4.88%, 6/10/36		3,001,875	3,028,055
GS Mortgage Securities Corp. II, Series 2004-GG2, Class A3, 4.60%, 8/10/38 ^(e)		842,095	845,586
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2005-LDP5, Class A4, 5.21%, 12/15/44 ^(a)		500,000	539,100
LB-UBS Commercial Mortgage Trust, Series 2005-C3, Class A2, 4.55%, 7/15/30		140,295	140,534

Continued

Total Return Bond

Schedule of Investments, continued

January 31, 2011 (Unaudited)

	Principal
	Amount		Value

Mortgage-Backed Securities, continued
CMBS Other, continued
Nomura Asset Securities Corp., Series 1998-D6, Class A2, 7.28%, 3/15/30 ^(a)	$	1,000,000	$	1,095,490

				13,717,865

CMBS Subordinated (1.2%)
Morgan Stanley Capital I, Series 2003-IQ6, Class C, 5.10%, 12/15/41 ^{(a) (b)}		1,675,000		1,690,937
Salomon Brothers Mortgage Securities VII, Inc., Series 2002-KEY2, Class C, 5.05%, 3/18/36, (Next Reset: 7/11/12) ^(a)		1,417,000		1,432,568

				3,123,505

U.S. Government Agencies (43.6%)
Fannie Mae, 0.51%, 8/25/44, (Next Reset: 2/25/11) ^(a)		542,342		533,131
Fannie Mae, 0.56%, 4/25/36, (Next Reset: 2/25/11) ^{(a) (e)}		2,092,428		2,081,420
Fannie Mae, 3.50%, 10/1/20		1,793,444		1,849,987
Fannie Mae, 3.75%, 8/25/18		2,389,742		2,502,940
Fannie Mae, 4.00%, 9/1/20		923,300		962,666
Fannie Mae, 4.00%, 8/1/40		994,630		986,771
Fannie Mae, 4.00%, 2/1/41, TBA		6,000,000		5,946,564
Fannie Mae, 4.50%, 4/1/20		2,477,039		2,622,780
Fannie Mae, 5.00%, 6/1/23		1,678,907		1,783,868
Fannie Mae, 5.00%, 5/1/25		920,067		979,887
Fannie Mae, 5.00%, 7/1/33		542,959		572,846
Fannie Mae, 5.00%, 1/1/34 ^(e)		5,980,649		6,304,245
Fannie Mae, 5.00%, 6/1/40		789,654		828,679
Fannie Mae, 5.09%, 8/1/34, (Next Reset: 7/1/11) ^(a)		39,980		41,901
Fannie Mae, 5.50%, 12/25/20		1,017,538		1,064,745
Fannie Mae, 5.50%, 2/1/25		601,854		652,918
Fannie Mae, 5.50%, 3/1/33 ^(e)		3,987,403		4,294,558
Fannie Mae, 5.50%, 5/25/34, (Next Reset: 12/25/19)		3,150,000		3,303,563
Fannie Mae, 5.50%, 3/1/35		774,008		833,389
Fannie Mae, 5.50%, 6/1/35		303,831		326,615
Fannie Mae, 5.50%, 11/1/35		668,449		723,283
Fannie Mae, 5.50%, 11/1/36		929,913		1,011,426
Fannie Mae, 5.50%, 1/1/37 ^(e)		1,800,880		1,948,608
Fannie Mae, 5.50%, 1/1/37		808,693		875,031
Fannie Mae, 5.50%, 5/1/37		2,328,994		2,512,766
Fannie Mae, 5.50%, 8/1/37		2,030,921		2,208,944
Fannie Mae, 6.00%, 5/1/17		73,364		80,164
Fannie Mae, 6.00%, 5/1/18		268,839		293,674
Fannie Mae, 6.00%, 2/1/22		1,575,179		1,735,262
Fannie Mae, 6.00%, 1/1/33		214,718		236,745
Fannie Mae, 6.00%, 8/25/33, (Next Reset: 2/25/11) ^(a)		1,322,245		1,343,959
Fannie Mae, 6.00%, 7/1/35		2,128,180		2,326,557
Fannie Mae, 6.00%, 9/1/35		1,010,343		1,104,521
Fannie Mae, 6.00%, 1/1/36 ^(e)		1,940,548		2,124,466
Fannie Mae, 6.00%, 12/1/36		618,939		677,600
Fannie Mae, 6.00%, 1/1/37		1,921,854		2,093,792
Fannie Mae, 6.00%, 1/1/38		382,936		416,477
Fannie Mae, 6.00%, 7/1/38		4,831,695		5,253,389
Fannie Mae, 6.00%, 7/1/39		929,124		1,028,507
Fannie Mae, 6.50%, 7/1/16		249,146		272,547
Fannie Mae, 6.50%, 6/1/17		69,049		75,750
Fannie Mae, 6.50%, 8/1/28		84,583		95,484
Fannie Mae, 6.50%, 6/1/29		64,160		72,429
Fannie Mae, 6.50%, 4/1/32		166,021		187,419
Fannie Mae, 6.50%, 6/1/32		288,849		326,077
Fannie Mae, 6.50%, 7/1/32		397,262		448,463
Fannie Mae, 6.50%, 3/1/33		101,711		114,820
Fannie Mae, 6.50%, 8/1/36		195,298		215,586
Fannie Mae, 7.00%, 6/1/32		85,961		99,392
Fannie Mae, 7.00%, 8/1/32		201,363		229,835
Fannie Mae, 7.00%, 9/1/36		544,477		617,541
Fannie Mae, 7.50%, 6/1/28		58,478		66,898
Freddie Mac, 0.66%, 7/15/36, (Next Reset: 2/15/11) ^{(a) (e)}		565,530		565,355
Freddie Mac, 4.00%, 5/1/19		1,750,667		1,816,500
Freddie Mac, 4.50%, 6/1/34		641,085		658,515
Freddie Mac, 4.50%, 9/1/34		636,096		653,389
Freddie Mac, 4.50%, 8/1/40		1,772,219		1,810,987
Freddie Mac, 5.00%, 12/1/18		651,300		696,699
Freddie Mac, 5.00%, 10/1/21		791,506		842,967
Freddie Mac, 5.00%, 2/15/25		3,245,000		3,481,403
Freddie Mac, 5.00%, 8/1/33		209,171		220,505
Freddie Mac, 5.00%, 5/1/34		108,875		114,639
Freddie Mac, 5.00%, 7/1/35		256,054		269,448
Freddie Mac, 5.00%, 8/1/35		638,946		672,981
Freddie Mac, 5.00%, 11/1/35		2,392,320		2,519,383
Freddie Mac, 5.00%, 4/1/36		247,670		260,625
Freddie Mac, 5.00%, 7/1/36		989,454		1,038,120
Freddie Mac, 5.00%, 11/1/39		2,000,301		2,107,437
Freddie Mac, 5.23%, 3/1/37, (Next Reset: 1/1/14) ^(a)		236,549		250,773
Freddie Mac, 5.59%, 4/1/37, (Next Reset: 2/1/12) ^(a)		1,431,151		1,514,214
Freddie Mac, 5.81%, 10/1/36, (Next Reset: 9/1/13) ^(a)		935,666		998,718
Freddie Mac, 5.84%, 3/1/37, (Next Reset: 3/1/14) ^{(a) (e)}		2,968,544		3,176,594
Freddie Mac, 6.00%, 12/15/21		869,608		897,073
Freddie Mac, 6.00%, 9/1/33		128,865		141,903
Freddie Mac, 6.00%, 2/1/38		3,592,495		3,972,834
Freddie Mac, 6.00%, 5/1/38		672,943		735,986
Freddie Mac, 6.01%, 1/1/37, (Next Reset: 1/1/17) ^(a)		3,211,836		3,454,341
Freddie Mac, 6.05%, 2/1/37, (Next Reset: 2/1/17) ^(a)		2,564,202		2,756,054
Freddie Mac, 6.50%, 1/1/29		691,247		779,473
Freddie Mac, 6.50%, 7/1/32		101,440		114,388
Freddie Mac, 6.50%, 9/1/32		48,169		54,317
Freddie Mac, 7.00%, 6/1/26		313,737		356,456
Freddie Mac, 7.00%, 1/1/32		51,949		59,325
Freddie Mac, IO, 6.94%, 7/15/32, (Next Reset: 2/15/11) ^{(a) (g)}		2,835,414		187,910
Government National Mortgage Association, IO, 0.36%, 3/16/46 ^{(a) (g)}		10,880,027		206,972
Government National Mortgage Association, IO, 0.39%, 4/16/46 ^{(a) (g)}		51,031,836		968,860

Continued

Total Return Bond

Schedule of Investments, continued

January 31, 2011 (Unaudited)

	Principal
	Amount		Value

Mortgage-Backed Securities, continued
U.S. Government Agencies, continued
Government National Mortgage Association, IO, 0.57%, 6/16/49, (Next Reset: 4/12/32) ^{(a) (g)}	$	45,542,615	$	1,845,073
Government National Mortgage Association, IO, 0.66%, 6/17/45 ^{(a) (g)}		9,151,658		259,665
Government National Mortgage Association, IO, 0.78%, 2/16/48, (Next Reset: 7/16/32) ^{(a) (g)}		46,708,667		1,507,158
Government National Mortgage Association, IO, 0.96%, 2/16/48, (Next Reset: 12/16/33) ^{(a) (g)}		14,258,848		580,064
Small Business Administration, Series 2005-P10B, Class 1, 4.94%, 8/10/15 ^(e)		1,599,516		1,692,657

				113,530,646

WL Collateral CMO Mezzanine (0.0%)
Homebanc Mortgage Trust, Series 2004-1, Class 2M2, 1.99%, 8/25/29, (Next Reset: 2/25/11) ^(a)		297,391		120,472

WL Collateral CMO Other (2.9%)
Homebanc Mortgage Trust, Series 2004-2, Class A2, 0.71%, 12/25/34, (Next Reset: 2/25/11) ^{(a) (e)}		1,019,395		669,245
Homebanc Mortgage Trust, Series 2006-1, Class 1A1, 2.69%, 4/25/37, (Next Reset: 6/25/23) ^{(a) (e)}		362,155		246,867
JP Morgan Mortgage Trust, Series 2005-A1, Class 2A1, 4.82%, 2/25/35, (Next Reset: 11/25/14) ^(a)		410,136		408,293
JP Morgan Mortgage Trust, Series 2005-A2, Class 3A2, 4.78%, 4/25/35, (Next Reset: 12/25/15) ^(a)		2,261,091		2,175,844
JP Morgan Mortgage Trust, Series 2005-A2, Class 7CB1, 4.86%, 4/25/35, (Next Reset: 2/25/19) ^(a)		1,572,386		1,494,517
JP Morgan Mortgage Trust, Series 2005-A3, Class 7CA1, 2.82%, 6/25/35, (Next Reset: 2/25/25) ^(a)		1,305,305		1,153,381
Residential Accredit Loans, Inc., Series 2004-QA1, Class A1, 0.53%, 3/25/34, (Next Reset: 2/25/11) ^{(a) (e)}		776,742		558,440
Structured Asset Securities Corp., Series 2004-21XS, Class 2A6B, 5.15%, 12/25/34, (Next Reset: 7/25/15) ^(k)		867,647		831,062

				7,537,649

WL Collateral CMO Sequential (1.2%)
Countrywide Alternative Loan Trust, Series 2004-30CB, Class 3A1, 5.00%, 2/25/20		1,870,365		1,884,140
Countrywide Alternative Loan Trust, Series 2005-J3, Class 3A1, 6.50%, 9/25/34, (Next Reset: 10/25/15)		210,743		206,477
Credit Suisse First Boston Mortgage Securities Corp., Series 2004-7, Class 6A1, 5.25%, 10/25/19		739,304		764,347
JP Morgan Mortgage Trust, Series 2006-A4, Class 2A2, 5.74%, 6/25/36 ^(a)		325,710		310,604

				3,165,568

WL Collateral PAC (0.1%)
Countrywide Alternative Loan Trust, Series 2004-2CB, Class 1A1, 4.25%, 3/25/34		214,836		214,621

Total Mortgage-Backed Securities				145,013,926

Municipal Bonds (1.7%)
Delaware (0.5%)
State of Delaware, Build America Bonds, Series 21C, GO, 3.25%, 7/1/20		1,275,000		1,199,316

Texas (0.2%)
Board of Regents of the University of Texas System, Build America Bonds, Series C, 4.79%, 8/15/46		745,000		666,529

Utah (0.5%)
State of Utah, Build America Bonds, Series B, GO, 3.29%, 7/1/20		1,375,000		1,287,248

Virginia (0.5%)
Virginia College Building Authority, 21st Century College and Equipment Programs, Series B, 2.70%, 2/1/17		1,275,000		1,219,002

Total Municipal Bonds				4,372,095

U.S. Treasury Obligations (5.2%)
U.S. Treasury Notes (3.9%)
1.13%, 1/15/21 ^(f)		5,615,000		5,643,075
1.25%, 7/15/20 ^{(c) (f)}		18,079		18,548
4.50%, 11/15/15 ^(c)		3,900,000		4,381,712

				10,043,335

U.S. Treasury Strips (1.3%)
8.21%, 11/15/27 ** ^(e)		7,400,000		3,430,995

Total U.S. Treasury Obligations				13,474,330

Continued

Total Return Bond

Schedule of Investments, continued

January 31, 2011 (Unaudited)

	Shares		Value

Investment Companies (9.5%)
State Street Navigator Securities Lending Portfolio ⁽ⁱ⁾		24,630,695	$	24,630,695

Total Investment Companies				24,630,695

Preferred Stocks (2.9%)
Food-Miscellaneous/Diversified (0.8%)
HJ Heinz Finance Co., 8.00%		20		2,181,875

Office Automation & Equipment (0.5%)
Pitney Bowes International Holdings, Inc., Series F, 6.13%		1,250		1,196,875

Real Estate Investment Trusts (0.6%)
Public Storage, Series P, 6.50% ^(c)		60,000		1,503,000

Super-Regional Banks-U.S. (0.8%)
Wells Fargo Capital XII, 7.88% ^(c)		80,000		2,129,600

Thrifts & Mortgage Finance (0.2%)
Fannie Mae, 8.25%		160,000		254,400
Freddie Mac, 8.38%		161,000		260,820

				515,220

Total Preferred Stocks				7,526,570

Investments in Affiliates (3.1%)
Fifth Third Institutional Money Market Fund ^(d)		8,079,949		8,079,949

Total Investments in Affiliates				8,079,949

Total Investments (Cost $296,254,586) - 111.6%				290,362,623
Liabilities in excess of other assets - (11.6)%				(30,187,628	)

NET ASSETS - 100.0%			$	260,174,995

Notes to Schedule of Investments

**		Rate represents the effective yield at purchase.

^(a)		Variable rate security. Rate presented represents rate in effect at January 31, 2011.

^(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)		All or part of this security was on loan.

^(d)		Investment is in Institutional Shares of underlying fund.

^(e)		All or part of this security has been designated as collateral for futures contracts, when issued and delayed delivery securities and swaps.

^(f)		Treasury Inflation Protected Securities. A U.S. Treasury Note or Bond that offers protection from inflation by paying a fixed rate of interest on principal amount that is adjusted for inflation based on the Consumer Price Index.

^(g)		Illiquid Securities.

^(h)		Perpetual Maturity. Callable any time after first call date. Maturity date is next call date.

⁽ⁱ⁾		Represents investments of cash collateral received in connection with securities lending.

^(j)		FDIC guaranteed through Treasury Liquidity Guarantee Program.

^(k)		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.

^(l)		The Fund’s security was fair valued at January 31, 2011 using procedures approved by the Board of Trustees.

The following abbreviations are used in the Schedule of Investments:
ABS - Asset-Backed Security
BRL - Brazilian Real
CMBS - Commercial Mortgage-Backed Security
CMO - Collateralized Mortgage Obligation
GO - General Obligation
IO - Interest Only
NZD - New Zealand Dollar
PAC - Planned Amortization Class
TBA - To Be Announced
WL - Whole Loan

At January 31, 2011, Total Return Bond’s investments were in the following countries:

Country

Australia	0.2	%
Brazil	1.6	%
Canada	0.7	%
Luxembourg	0.6	%
Netherlands	1.0	%
New Zealand	0.9	%
Switzerland	0.7	%
United States	94.3	%

Total	100.0	%

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

Short Term Bond

Schedule of Investments

January 31, 2011 (Unaudited)

	Principal
	Amount		Value

Asset-Backed Securities (8.7%)
Automobile Sequential (3.6%)
Ally Auto Receivables Trust, Series 2010-4, Class A3, 0.91%, 11/17/14	$	1,245,000	$	1,238,157
Chrysler Financial Auto Securitization Trust, Series 2009-A, Class A3, 2.82%, 1/15/16		2,081,656		2,113,276
Ford Credit Auto Owner Trust, Series 2009-D, Class A3, 2.17%, 10/15/13		784,105		792,754
Honda Auto Receivables Owner Trust, Series 2009-3, Class A3, 2.31%, 5/15/13		911,619		921,299
Hyundai Auto Receivables Trust, Series 2009-A, Class A4, 3.15%, 3/15/16		3,000,000		3,125,032
Mercedes-Benz Auto Receivables Trust, Series 2009-1, Class A3, 1.67%, 1/15/14		1,408,000		1,421,714
Nissan Auto Lease Trust, Series 2009-B, Class A2, 1.22%, 9/15/11		89,998		90,022

				9,702,254

Credit Card Bullet (3.5%)
1st Financial Bank USA, Series 2010-A, Class A, 3.00%, 4/17/17 ^(b)		1,530,000		1,515,432
Chase Issuance Trust, Series 2008-A11, 5.40%, 7/15/15		2,710,000		2,980,912
Discover Card Master Trust, Series 2010-A1, Class A1, 0.91%, 9/15/15, (Next Reset: 2/15/11) ^(a)		2,100,000		2,115,142
GE Capital Credit Card Master Note Trust, Series 2009-3, Class A, 2.54%, 9/15/14		2,710,000		2,740,473

				9,351,959

Other ABS (1.6%)
Aircastle Aircraft Lease Backed Trust, Series 2006-1A, Class G1, 0.53%, 6/20/31, (Next Reset: 2/15/11) ^{(a) (b) (j)}		1,033,272		960,943
CNH Equipment Trust, Series 2010-A, Class A4, 2.49%, 1/15/16, (Next Reset: 1/15/14)		2,700,000		2,763,115
SVO VOI Mortgage Corp., Series 2005-AA, Class A, 5.25%, 2/20/21 ^{(b) (f)}		474,421		492,944

				4,217,002

Total Asset-Backed Securities				23,271,215

Corporate Bonds (22.5%)
Brewery (0.6%)
Anheuser-Busch InBev Worldwide, Inc., 2.50%, 3/26/13	1,500,000	1,535,224

Coatings/Paint (0.4%)
RPM International, Inc., 6.25%, 12/15/13	1,000,000	1,096,280

Commercial Banks-Central U.S. (0.5%)
U.S. Bancorp, 6.38%, 8/1/11	1,275,000	1,312,210

Commercial Banks-Southern U.S. (0.6%)
BB&T Corp., 3.85%, 7/27/12	1,500,000	1,559,059

Computer Services (0.9%)
International Business Machines Corp., 1.00%, 8/5/13	2,300,000	2,304,280

Cosmetics & Toiletries (1.0%)
Procter & Gamble Co. (The), 1.38%, 8/1/12	2,700,000	2,730,675

Diversified Banks (2.9%)
Bank of America Corp., 6.25%, 4/15/12	1,150,000	1,217,050
Citigroup, Inc., 6.00%, 2/21/12 ^(c)	1,000,000	1,048,900
Goldman Sachs Group, Inc. (The), 6.60%, 1/15/12	1,500,000	1,583,841
JP Morgan Chase & Co., 2.05%, 1/24/14	2,500,000	2,502,227
Morgan Stanley, 6.75%, 4/15/11	1,500,000	1,518,179

		7,870,197

Diversified Financial Services (1.0%)
General Electric Capital Corp., 4.80%, 5/1/13	2,500,000	2,669,057

E-Commerce/Services (0.4%)
eBay, Inc., 0.88%, 10/15/13	1,000,000	992,425

Electric-Integrated (2.4%)
Duke Energy Ohio, Inc., 2.10%, 6/15/13	2,000,000	2,040,922
Georgia Power Co., 1.30%, 9/15/13 ^(c)	1,600,000	1,613,605
NextEra Energy Capital Holdings, Inc., 5.35%, 6/15/13	1,515,000	1,638,297
PSEG Power LLC, 2.50%, 4/15/13 ^(c)	1,000,000	1,020,022

		6,312,846

Finance-Auto Loans (0.7%)
Toyota Motor Credit Corp., 1.38%, 8/12/13	1,800,000	1,810,674

Finance-Credit Card (0.6%)
American Express Credit Corp., 5.88%, 5/2/13	1,370,000	1,489,041

Continued

Short Term Bond

Schedule of Investments, continued

January 31, 2011 (Unaudited)

	Principal
	Amount		Value

Corporate Bonds, continued
Food-Retail (0.5%)
Kroger Co. (The), 6.20%, 6/15/12	$	1,250,000	$	1,335,153

Life/Health Insurance (0.4%)
Prudential Financial, Inc., 2.75%, 1/14/13		1,100,000		1,120,110

Medical-Drugs (0.9%)
Novartis Capital Corp., 1.90%, 4/24/13		2,300,000		2,347,980

Oil Company-Integrated (0.5%)
Chevron Corp., 3.45%, 3/3/12		1,250,000		1,286,449

Reinsurance (1.1%)
Berkshire Hathaway, Inc., 0.72%, 2/11/13, (Next Reset: 2/11/11) ^(a)		3,000,000		3,016,257

Retail-Building Products (0.6%)
Home Depot, Inc., 5.20%, 3/1/11		1,625,000		1,630,975

Retail-Discount (1.2%)
Wal-Mart Stores, Inc., 4.25%, 4/15/13		3,000,000		3,218,601

S&L / Thrifts-Southern U.S. (1.1%)
US Central Federal Credit Union, 1.90%, 10/19/12		3,000,000		3,064,836

Super-Regional Banks-U.S. (1.6%)
SunTrust Banks, Inc., 5.25%, 11/5/12		1,250,000		1,313,709
U.S. Bancorp, 2.00%, 6/14/13		1,250,000		1,269,465
Wells Fargo & Co., 4.38%, 1/31/13		1,500,000		1,588,243

				4,171,417

Transportation-Rail (0.4%)
Union Pacific Corp., 5.45%, 1/31/13		1,000,000		1,077,829

U.S. Government Agencies ^(h) (2.2%)
Ally Financial, Inc., 2.20%, 12/19/12		2,000,000		2,057,758
Citigroup Funding, Inc., 1.88%, 10/22/12		2,350,000		2,399,503
Goldman Sachs Group, Inc. (The), 3.25%, 6/15/12		1,500,000		1,556,523

				6,013,784

Total Corporate Bonds				59,965,359

Foreign Bonds (5.2%)
Commercial Banks Non-U.S. (2.3%)
Bank of Montreal, 2.13%, 6/28/13		2,775,000		2,832,284
Bank of Nova Scotia, 2.25%, 1/22/13		3,200,000		3,273,389

				6,105,673

Commercial Banks-Eastern U.S. (1.0%)
Credit Suisse, 2.20%, 1/14/14 ^(c)		2,650,000		2,655,001

Money Center Banks (0.6%)
Deutsche Bank AG, 2.38%, 1/11/13		1,500,000		1,524,967

Regional Authority (0.9%)
Province of Ontario Canada, Series 1, 1.88%, 11/19/12		2,500,000	2,548,675

Sovereign (0.4%)
Brazil, Federal Republic, Series F, 10.00%, 1/1/14	BRL	2,100,000	1,175,076

Total Foreign Bonds			14,009,392

Mortgage-Backed Securities (20.0%)
CMBS Other (6.0%)
Banc of America Commercial Mortgage, Inc., Series 2002-2, Class A3, 5.12%, 7/11/43		2,500,000	2,573,034
Credit Suisse First Boston Mortgage Securities Corp., Series 2003-CK2, Class A4, 4.80%, 3/15/36		2,025,000	2,126,539
Credit Suisse First Boston Mortgage Securities Corp., Series 2004-C3, Class A3, 4.30%, 7/15/36 ^(e)		235,951	235,798
GE Capital Commercial Mortgage Corp., Series 2005-C1, Class A2, 4.35%, 6/10/48		1,299,956	1,309,199
Greenwich Capital Commercial Funding Corp., Series 2005-GG3, Class A2, 4.31%, 8/10/42 ^(e)		1,694,130	1,707,688
GS Mortgage Securities Corp. II, Series 2004-GG2, Class A3, 4.60%, 8/10/38		429,640	431,421
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2001-C1, Class A3, 5.86%, 10/12/35		1,740,269	1,759,270
LB-UBS Commercial Mortgage Trust, Series 2005-C3, Class A2, 4.55%, 7/15/30		748,238	749,515
Morgan Stanley Dean Witter Capital I, Series 2002-IQ2, Class A4, 5.74%, 12/15/35		1,514,683	1,572,701
Wachovia Bank Commercial Mortgage Trust, Series 2002-C2, Class A4, 4.98%, 11/15/34		2,490,000	2,611,419
Wachovia Bank Commercial Mortgage Trust, Series 2003-C9, Class A4, 5.01%, 12/15/35 ^(a)		1,000,000	1,068,277

			16,144,861

U.S. Government Agencies (7.0%)
Fannie Mae, 2.63%, 4/1/33, (Next Reset: 4/1/11) ^(a)		720,678	754,280
Fannie Mae, 2.93%, 4/1/35, (Next Reset: 4/1/11) ^(a)		687,707	717,400

Continued

Short Term Bond

Schedule of Investments, continued

January 31, 2011 (Unaudited)

	Principal
	Amount		Value

Mortgage-Backed Securities, continued
U.S. Government Agencies, continued
Fannie Mae, 5.26%, 9/1/34, (Next Reset: 8/1/11) ^(a)	$	812,129	$	851,591
Fannie Mae Prepayment Link Note, Series 2005-4, Class 1, 4.65%, 12/25/12		1,368,055		1,408,883
Freddie Mac, 2.73%, 7/1/35, (Next Reset: 7/1/11) ^{(a) (e)}		1,257,022		1,314,821
Freddie Mac, 2.82%, 3/1/34, (Next Reset: 4/1/11) ^(a)		936,147		980,070
Freddie Mac, 4.25%, 12/15/19		1,657,641		1,754,657
Freddie Mac, 4.50%, 7/15/28 ^(e)		272,599		272,994
Freddie Mac, 5.59%, 4/1/37, (Next Reset: 2/1/12) ^(a)		1,284,115		1,358,644
Government National Mortgage Association, 2.87%, 2/16/20 ^(e)		1,290,447		1,300,651
Government National Mortgage Association, 3.72%, 12/16/26 ^(e)		1,885,174		1,908,138
Government National Mortgage Association, 3.95%, 11/16/30 ^(e)		2,454,001		2,541,943
Government National Mortgage Association, 4.00%, 5/16/27		1,430,176		1,482,635
Government National Mortgage Association, 4.09%, 8/16/30		1,909,324		1,972,939

				18,619,646

WL Collateral CMO Other (5.8%)
Bear Stearns Adjustable Rate Mortgage Trust, Series 2004-1, Class 13A3, 4.32%, 4/25/34, (Next Reset: 10/25/11) ^(a)		1,227,213		1,220,989
Bear Stearns Asset Backed Securities Trust, Series 2003-AC7, Class A2, 5.25%, 1/25/34, (Next Reset: 2/25/11) ⁽ⁱ⁾		782,188		738,728
Countrywide Home Loan Mortgage Pass Through Trust, Series 2004-HYB5, Class 4A1, 3.02%, 4/20/35, (Next Reset: 7/20/20) ^(a)		1,182,504		971,299
Harborview Mortgage Loan Trust, Series 2004-5, Class 2A6, 2.48%, 6/19/34, (Next Reset: 6/19/17) ^{(a) (e)}		4,928,742		4,399,977
Homebanc Mortgage Trust, Series 2004-2, Class A2, 0.71%, 12/25/34, (Next Reset: 2/25/11) ^(a)		821,633		539,412
Homebanc Mortgage Trust, Series 2006-1, Class 1A1, 2.69%, 4/25/37, (Next Reset: 6/25/23) ^(a)		1,267,544		864,035
JP Morgan Alternative Loan Trust, Series 2006-S2, Class A2, 5.81%, 5/25/36 ⁽ⁱ⁾		577,731		576,872
JP Morgan Mortgage Trust, Series 2005-A1, Class 3A3, 4.90%, 2/25/35 ^(a)		667,840		677,866
JP Morgan Mortgage Trust, Series 2005-A2, Class 5A1, 4.30%, 4/25/35 ^(a)		840,133		849,330
JP Morgan Mortgage Trust, Series 2005-A3, Class 7CA1, 2.82%, 6/25/35, (Next Reset: 2/25/25) ^{(a) (e)}		2,091,751		1,848,294
Merrill Lynch Mortgage Investors, Inc., Series 2003-A1, Class 2A, 2.42%, 12/25/32, (Next Reset: 5/25/29) ^(a)		55,688		58,080
Provident Funding Mortgage Loan Trust, Series 2005-2, Class 2A1A, 2.79%, 10/25/35, (Next Reset: 3/25/16) ^(a)		1,128,489		1,089,710
Residential Funding Mortgage Securities I, Series 2007-SA1, Class 1A1, 3.34%, 2/25/37, (Next Reset: 9/25/17) ^{(a) (e)}		2,126,229		1,583,741

				15,418,333

WL Collateral CMO Sequential (1.2%)
Chase Mortgage Finance Corp., Series 2005-A1, Class 2A2, 2.95%, 12/25/35 ^(a)		642,329		618,436
JP Morgan Alternative Loan Trust, Series 2006-S3, Class A2A, 5.87%, 8/25/36 ^{(e) (i)}		1,181,474		1,134,209
JP Morgan Mortgage Trust, Series 2006-A4, Class 2A2, 5.74%, 6/25/36 ^(a)		1,025,986		978,403
RAAC Series, Series 2005-SP1, Class 2A2, 5.25%, 9/25/34		402,469		409,067

				3,140,115

WL Collateral PAC (0.0%)
Countrywide Alternative Loan Trust, Series 2004-2CB, Class 1A1, 4.25%, 3/25/34		122,407		122,284

Total Mortgage-Backed Securities				53,445,239

Municipal Bonds (0.9%)
Illinois (0.9%)
City of Chicago, GO, 1.63%, 4/1/12, (Callable 9/1/11 @ 100)		2,400,000		2,382,336

Total Municipal Bonds				2,382,336

U.S. Government Agencies (32.0%)
Fannie Mae (5.4%)
1.00%, 9/20/13		3,000,000		2,990,427
1.25%, 6/22/12		4,000,000		4,042,940
1.75%, 5/7/13 ^(c)		4,000,000		4,088,944
1.80%, 2/8/13		3,225,000		3,248,849

				14,371,160

Continued

Short Term Bond

Schedule of Investments, continued

January 31, 2011 (Unaudited)

	Principal
	Amount		Value

U.S. Government Agencies, continued
Federal Farm Credit Bank (6.6%)
1.38%, 6/25/13 ^(c)	$	4,000,000	$	4,053,112
1.75%, 2/21/13		3,000,000		3,057,255
1.88%, 12/7/12 ^(c)		2,350,000		2,403,490
2.13%, 6/18/12		3,000,000		3,066,696
2.25%, 4/24/12 ^(c)		2,000,000		2,043,810
2.63%, 4/17/14		3,000,000		3,125,616

				17,749,979

Federal Home Loan Bank (11.6%)
0.88%, 12/27/13 ^(c)		3,000,000		2,978,832
1.13%, 5/18/12 ^(c)		3,000,000		3,026,376
1.40%, 7/12/13		3,000,000		3,019,638
1.75%, 3/8/13		5,000,000		5,098,630
2.05%, 8/10/12		2,500,000		2,520,623
3.13%, 12/13/13 ^(c)		3,750,000		3,956,786
3.63%, 10/18/13 ^(c)		4,000,000		4,270,760
4.88%, 11/27/13		2,500,000		2,764,355
5.25%, 9/13/13		3,000,000		3,331,035

				30,967,035

Freddie Mac (8.4%)
1.15%, 10/7/13		3,000,000		2,994,513
1.63%, 4/15/13 ^(c)		3,500,000		3,566,069
2.00%, 4/27/12		3,000,000		3,010,704
2.13%, 3/23/12 ^(c)		3,000,000		3,058,491
2.13%, 9/21/12 ^(c)		4,000,000		4,102,688
2.18%, 2/19/14 ^(c)		2,700,000		2,777,992
4.13%, 12/21/12 ^(c)		2,650,000		2,822,640

				22,333,097

Total U.S. Government Agencies				85,421,271

U.S. Treasury Obligations (8.8%)
U.S. Treasury Notes (8.8%)
1.38%, 10/15/12		5,000,000		5,075,780
1.38%, 2/15/13 ^(c)		6,000,000		6,094,218
1.38%, 3/15/13		6,000,000		6,095,160
1.50%, 7/15/12 ^(c)		6,000,000		6,096,564

				23,361,722

Total U.S. Treasury Obligations				23,361,722


	Shares

Investment Companies (20.5%)
State Street Navigator Securities Lending Portfolio ^(g)		54,803,410		54,803,410

Total Investment Companies				54,803,410

Investments in Affiliates (1.7%)
Fifth Third Institutional Money Market Fund ^(d)		4,596,442		4,596,442

Total Investments in Affiliates				4,596,442

Total Investments (Cost $320,805,660) - 120.3%				321,256,386
Liabilities in excess of other assets - (20.3)%				(54,309,803	)

NET ASSETS - 100.0%			$	266,946,583

Notes to Schedule of Investments

^(a)		Variable rate security. Rate presented represents rate in effect at January 31, 2011.

^(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)		All or part of this security was on loan.

^(d)		Investment is in Institutional Shares of underlying fund.

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

^(f)		Illiquid Securities.

^(g)		Represents investments of cash collateral received in connection with securities lending.

^(h)		FDIC guaranteed through Treasury Liquidity Guarantee Program.

⁽ⁱ⁾		Stated interest rate is contingent upon sufficient collateral market value. If collateral market value falls below a stated level, the issuer will either initiate a clean-up call or increase the stated interest rate.

^(j)		The Fund’s security was fair valued at January 31, 2011 using procedures approved by the Board of Trustees.

At January 31, 2011, Short Term Bond’s investments were in the following countries:

Country

Brazil	0.4	%
Canada	2.7	%
Germany	0.5	%
Switzerland	0.8	%
United States	95.6	%

Total	100.0	%

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

Fifth Third Funds

Notes to Schedules of Investments

January 31, 2011 (Unaudited)

Cost and appreciation (depreciation) of investments for federal income tax purposes at January 31, 2011 is as follows:

	Cost of							Net
	Investments		Gross		Gross			Unrealized
	for Federal		Unrealized		Unrealized			Appreciation/
	Tax Purposes		Appreciation		(Depreciation)			(Depreciation)

Small Cap Growth	$	49,053,415	$	13,985,539	$	(539,108	)	$	13,446,431
Mid Cap Growth		79,161,101		21,791,502		(227,701	)		21,563,801
Quality Growth		267,692,769		86,140,690		(664,787	)		85,475,903
Dividend Growth		6,366,175		1,642,866		(15,930	)		1,626,936
Micro Cap Value		42,177,467		6,557,024		(1,802,764	)		4,754,260
Small Cap Value		66,345,061		8,712,475		(2,366,621	)		6,345,854
All Cap Value		105,113,196		21,362,341		(2,621,391	)		18,740,950
Disciplined Large Cap Value		179,388,168		54,462,123		(977,733	)		53,484,390
Structured Large Cap Plus		97,869,825		23,092,574		(629,008	)		22,463,566
Equity Index		197,971,898		183,861,298		(9,932,376	)		173,928,922
International Equity		210,305,123		45,103,566		(2,317,017	)		42,786,549
Strategic Income		119,823,552		7,640,970		(2,843,464	)		4,797,506
LifeModel Aggressive^SM		121,607,058		1,536,194		(4,464,397	)		(2,928,203	)
LifeModel Moderately Aggressive^SM		195,460,379		10,747,150		(6,760,419	)		3,986,731
LifeModel Moderate^SM		269,261,710		7,579,071		(10,629,076	)		(3,050,005	)
LifeModel Moderately Conservative^SM		58,263,745		1,497,059		(2,215,097	)		(718,038	)
LifeModel Conservative^SM		41,329,730		1,489,983		(3,337,407	)		(1,847,424	)
High Yield Bond		73,452,469		3,967,728		(83,537	)		3,884,191
Total Return Bond		296,254,586		10,541,547		(16,433,510	)		(5,891,963	)
Short Term Bond		320,805,660		3,315,178		(2,864,452	)		450,726

Open futures contracts as of January 31, 2011:

									Unrealized
	Number of					Notional			Appreciation/			Market
	Contracts			Type	Description	Amount			(Depreciation)			Value

Structured Large Cap Plus		6		Long	S+P 500 Index Futures, 3/17/11	$	1,841,873		$	81,727		$	1,923,600

Equity Index		34		Long	S+P 500 Index Futures, 3/17/11		10,602,581			297,819			10,900,400

International Equity		7		Long	ASX SPI 200 Index Futures, 3/17/11		836,846			(11,015	)		825,831
		5		Long	Australian Dollar Futures, 3/14/11		489,417			6,683			496,100
		13		Long	British Pound Futures, 3/14/11		1,276,157			25,468			1,301,625
		50		Long	DJ EURO STOXX 50 Index Futures, 3/18/11		1,909,324			72,421			1,981,745
		11		Long	Euro Currency Futures, 3/14/11		1,830,437			51,663			1,882,100
		14		Long	FTSE 100 Index Futures, 3/18/11		1,290,119			(1,266	)		1,288,853
		16		Long	Japanese Yen Futures, 3/14/11		2,424,254			14,945			2,439,199
		22		Long	TOPIX Index Futures, 3/11/11		2,308,017			73,977			2,381,994

		138					12,364,571			232,876			12,597,447

Total Return Bond		30		Long	U.S. Treasury 5-Year Note, 3/31/11		3,521,083			31,339			3,552,422
		10		Long	U.S. Treasury 10-Year Note, 3/22/11		1,200,029			7,940			1,207,969
		40		Long	U.S. Treasury 30-Year Bond, 3/22/11		4,911,625			(86,625	)		4,825,000

		80					9,632,737			(47,346	)		9,585,391

Short Term Bond		25		Long	U.S. Treasury 2-Year Note, 3/31/11		5,472,720			6,968			5,479,688

Strategic Income		(15	)	Short	U.S. Treasury 5-Year Note, 3/31/11		(1,767,735	)		(8,476	)		(1,776,211	)
		(10	)	Short	U.S. Treasury 10-Year Note, 3/22/11		(1,202,631	)		(5,338	)		(1,207,969	)

		(25	)				(2,970,366	)		(13,814	)		(2,984,180	)

See notes to financial statements.

Fifth Third Funds

Schedules of Investments

January 31, 2011 (Unaudited)

Open foreign currency contracts as of January 31, 2011:

							Net
		Delivery	Unrealized		Unrealized		Appreciation
Fund	Counterparty	Date	Appreciation		(Depreciation)		(Depreciation)

Strategic Income

644,282 Canadian Dollar (buy) vs. 52,000,000 Japanese Yen (sell)	UBS Warburg	4/5/11	$	8,736	$	—	$	8,736
3,691,871 Norwegian Krone (buy) vs. 52,000,000 Japanese Yen (sell)	UBS Warburg	4/5/11		3,393		—		3,393

			$	12,129	$	—	$	12,129

Credit default swaps on credit indices - sell protection¹

			(Pay)/						Upfront
			Receive						Premiums
			Fixed	Expiration	Notional		Market		Paid/			Unrealized
Fund	Contract Type	Counterparty	Rate	Date	Amount²		Value³		(Received)			Depreciation

Strategic Income	Markit CDX N.A. IG-15 Index	UBS Warburg	1.00%	12/20/15	$	1,500,000	$(12,587	)		$(11,670	)	$	(917	)

Total Return Bond	Markit CDX N.A. IG-15 Index	UBS Warburg	1.00%	12/20/15		10,500,000	(88,106	)		(81,690	)		(6,416	)

¹	If the Fund is a seller of protection and a credit event occurs, as defined under the terms of that particular swap agreement, the Fund will either (i) pay to the buyer of protection an amount equal to the notional amount of the swap and take delivery of the referenced obligation or (ii) pay 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	The maximum potential amount the Fund could be required to pay as a seller of credit protection if a credit event occurs as defined under the terms of that particular swap agreement.

³	The quoted market prices and resulting values for credit default swap agreements on credit indices serve as an indicator of the current status of the payment/performance risk and represent the likelihood of an expected liability (or profit) for the credit derivative should the notional amount of the swap agreement be closed/sold as of the period end. Increasing market values, in absolute terms when compared to the notional amount of the swap, represent a deterioration of the referenced entity’s credit soundness and a greater likelihood or risk of default or other credit event occurring as defined under the terms of the agreement.

See notes to financial statements.

This page intentionally left blank.

Fifth Third Funds

Statements of Assets and Liabilities

January 31, 2011 (Unaudited)

	Small Cap			Mid Cap			Quality
*Assets:*	Growth			Growth			Growth

Investments, at cost	$	48,315,844		$	77,836,697		$	262,541,064
Net unrealized appreciation		13,628,552			21,783,239			86,233,533

Investments, at value		61,944,396			99,619,936			348,774,597
Investment in affiliates, at value (cost $555,450, $1,104,966, $4,394,075,
$129,043, $2,210,969, $192,383, $784,407, $2,601,438, $1,655,039
and $10,969,453; respectively)		555,450			1,104,966			4,394,075

Total Investments		62,499,846			100,724,902			353,168,672
Cash		—			—			—
Deposit at broker		—			—			—
Interest, dividends and other receivables		8,162			3,104			177,014
Receivable for investments sold		—			2,909,202			9,063,378
Receivable for Fund shares sold		19,199			35,462			13,510
Receivable for variation margin on futures contracts		—			—			—
Receivable from Advisor and affiliates		—			—			—
Prepaid expenses and other assets		34,765			24,360			36,951

Total Assets		62,561,972			103,697,030			362,459,525

*Liabilities:*
Securities sold short at value (Proceeds $-, $-, $-, $-, $-, $-, $-,
$-, $25,648,714 and $-; respectively)		—			—			—
Payable for investments purchased		311,973			2,269,803			5,351,342
Payable upon return of securities loaned		14,245,164			12,315,514			22,053,830
Payable for Fund shares redeemed		6,333			104,887			329,614
Accrued expenses and other payables:
Payable to Advisor and affiliates		31,426			54,456			262,051
Distribution and administrative servicing fee		2,287			4,578			16,624
Payable for dividends on securities sold short		—			—			—
Other		20,917			27,777			54,775

Total Liabilities		14,618,100			14,777,015			28,068,236

*Net Assets:*
Paid-in Capital		45,171,230			108,684,103			284,502,803
Accumulated net investment income (loss)		(24,201	)		47,106			108,312
Accumulated net realized loss from investment transactions and futures		(10,831,709	)		(41,594,433	)		(36,453,359	)
Net unrealized appreciation on investments and futures		13,628,552			21,783,239			86,233,533

Net Assets	$	47,943,872		$	88,920,015		$	334,391,289

Market value of securities loaned	$	13,911,810		$	12,044,564		$	21,587,253

Net Assets:
Institutional Shares	$	38,657,041		$	72,375,568		$	266,297,810
Class A Shares		8,839,614			15,004,156			65,068,754
Class B Shares		306,947			1,028,276			1,834,898
Class C Shares		140,270			512,015			1,189,827
Select Shares		NA			NA			NA
Preferred Shares		NA			NA			NA
Trust Shares		NA			NA			NA

Total	$	47,943,872		$	88,920,015		$	334,391,289

Shares of beneficial interest outstanding
(Unlimited number of shares authorized, no par value):
Institutional Shares		4,424,593			6,554,823			16,499,356
Class A Shares		1,091,487			1,437,536			4,155,364
Class B Shares		42,108			111,283			126,887
Class C Shares		19,277			59,334			85,011
Select Shares		NA			NA			NA
Preferred Shares		NA			NA			NA
Trust Shares		NA			NA			NA

Total		5,577,465			8,162,976			20,866,618

Net Asset Value
Institutional Shares	$	8.74		$	11.04		$	16.14

Class A Shares-redemption price per share	$	8.10		$	10.44		$	15.66

Class B Shares-offering price per share*	$	7.29		$	9.24		$	14.46

Class C Shares-offering price per share*	$	7.28		$	8.63		$	14.00

Select Shares		NA			NA			NA

Preferred Shares		NA			NA			NA

Trust Shares		NA			NA			NA

Maximum Sales Charge
Class A Shares		5.00%			5.00%			5.00%

Maximum Offering Price (100%/(100%-Maximum sales charge)
of net asset value adjusted to the nearest cent) per share Class A Shares	$	8.53		$	10.99		$	16.48


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

See notes to financial statements.

Fifth Third Funds

Statements of Assets and Liabilities

January 31, 2011 (Unaudited)

												Disciplined			Structured
Dividend			Micro Cap			Small Cap			All Cap			Large Cap			Large Cap			Equity
Growth			Value			Value			Value			Value			Plus			Index

$	6,209,057		$	38,399,047		$	64,699,162		$	100,706,189		$	171,078,295		$	96,165,084		$	185,660,042
	1,655,011			6,321,711			7,799,370			22,363,550			59,192,825			22,513,268			175,234,077

	7,864,068			44,720,758			72,498,532			123,069,739			230,271,120			118,678,352			360,894,119


	129,043			2,210,969			192,383			784,407			2,601,438			1,655,039			11,006,701

	7,993,111			46,931,727			72,690,915			123,854,146			232,872,558			120,333,391			371,900,820
	—			145			—			—			—			—			—
	—			—			—			—			—			135,000			—
	6,652			5,954			31,681			66,817			149,423			111,166			335,198
	—			—			2,301,011			3,648,557			—			—			—
	1,802			177,725			64,660			136,705			233,401			—			786,184
	—			—			—			—			—			16,350			94,346
	8,643			—			—			—			—			—			—
	22,432			22,419			29,730			29,451			976			21,322			43,271

	8,032,640			47,137,970			75,117,997			127,735,676			233,256,358			120,617,229			373,159,819



	—			—			—			—			—			27,458,688			—
	7			508,620			158			2,564,068			123			155			966
	1,241,310			—			—			5,788,058			7,048,045			—			10,742,263
	3,262			128,539			1,374			53,165			116,976			3,605			625,124

	—			35,372			57,327			68,410			131,295			45,595			26,288
	896			8,084			2,548			13,960			7,779			2,088			30,899
	—			—			—			—			—			44,948			—
	16,544			24,360			11,739			41,396			42,507			13,719			32,425

	1,262,019			704,975			73,146			8,529,057			7,346,725			27,568,798			11,457,965


	11,809,834			44,824,925			71,936,090			135,374,074			272,380,511			130,911,284			189,754,881
	1,481			85,682			54,438			(23,998	)		(12,219	)		(592,210	)		320,088
	(6,695,705	)		(4,799,323	)		(4,745,047	)		(38,507,007	)		(105,651,484	)		(58,055,664	)		(3,942,259	)
	1,655,011			6,321,711			7,799,370			22,363,550			59,192,825			20,785,021			175,569,144

$	6,770,621		$	46,432,995		$	75,044,851		$	119,206,619		$	225,909,633		$	93,048,431		$	361,701,854

$	1,219,864		$	—		$	—		$	5,611,311		$	6,891,799		$	—		$	10,723,096


$	4,436,695		$	24,526,617		$	70,047,085		$	76,910,666		$	212,517,631		$	87,269,305		$	179,334,168
	2,105,300			16,534,522			2,652,722			34,488,087			11,795,279			5,560,889			44,277,509
	69,742			797,046			582,730			3,699,080			1,159,107			181,600			1,242,725
	158,884			4,574,810			1,762,314			4,108,786			437,616			36,637			1,108,910
	NA			NA			NA			NA			NA			NA			8,736,384
	NA			NA			NA			NA			NA			NA			96,342,449
	NA			NA			NA			NA			NA			NA			30,659,709

$	6,770,621		$	46,432,995		$	75,044,851		$	119,206,619		$	225,909,633		$	93,048,431		$	361,701,854



	193,669			5,454,710			3,771,850			4,710,265			19,500,697			7,385,222			7,576,146
	93,631			3,969,817			144,432			2,150,296			1,086,123			476,710			1,877,722
	3,212			214,922			33,291			243,760			105,496			15,590			53,020
	7,557			1,232,072			101,038			271,529			40,769			3,149			47,424
	NA			NA			NA			NA			NA			NA			369,207
	NA			NA			NA			NA			NA			NA			4,072,689
	NA			NA			NA			NA			NA			NA			1,295,440

	298,069			10,871,521			4,050,611			7,375,850			20,733,085			7,880,671			15,291,648


$	22.91		$	4.50		$	18.57		$	16.33		$	10.90		$	11.82		$	23.67

$	22.49		$	4.17		$	18.37		$	16.04		$	10.86		$	11.67		$	23.58

$	21.71		$	3.71		$	17.50		$	15.18		$	10.99		$	11.65		$	23.44

$	21.02		$	3.71		$	17.44		$	15.13		$	10.73		$	11.63		$	23.38

	NA			NA			NA			NA			NA			NA		$	23.66

	NA			NA			NA			NA			NA			NA		$	23.66

	NA			NA			NA			NA			NA			NA		$	23.67


	5.00%			5.00%			5.00%			5.00%			5.00%			5.00%			5.00%


$	23.67		$	4.39		$	19.34		$	16.88		$	11.43		$	12.28		$	24.82

See notes to financial statements.

Fifth Third Funds

Statements of Assets and Liabilities

January 31, 2011 (Unaudited)

	International			Strategic			LifeModel
*Assets:*	Equity			Income			Aggressive^SM

Investments, at cost	$	205,232,266		$	118,907,663		$	—
Net unrealized appreciation/(depreciation)		43,054,495			4,797,506			—

Investments, at value		248,286,761			123,705,169			—
Investment in affiliates, at value (cost $4,804,911, $915,889, $114,421,732,
$189,422,040, $261,249,513, $55,706,055, $39,878,086, $783,479, $8,079,949
and $4,596,442; respectively)		4,804,911			915,889			118,678,855

Total Investments		253,091,672			124,621,058			118,678,855
Deposit at broker		673,119			30,250			—
Foreign currency, at value (cost $62,102, $1,569,971, $-, $-,
$-, $-, $-, $-, $- and $-; respectively)		62,575			1,568,304			—
Interest, dividends and other receivables		158,121			700,058			34	†
Receivable for investments sold		—			1,193,416			—
Receivable for Fund shares sold		135,746			105,902			78,107
Receivable for variation margin on futures contracts		12,224			5,703			—
Reclaims receivable		200,754			19,517			—
Receivable from Advisor and affiliates		—			—			12,531
Unrealized appreciation on forward foreign currency contracts		—			12,129			—
Prepaid expenses and other assets		30,007			31,881			30,501

Total Assets		254,364,218			128,288,218			118,800,028

*Liabilities:*
Cash overdraft		—			8,828			—
Distributions payable		—			358,113			—
Payable for investments purchased		589			4,466,068			34	†
Payable upon return of securities loaned		9,536,144			40,755			—
Payable for Fund shares redeemed		40,500			47,164			545,948
Unrealized depreciation on credit default swap agreements		—			917			—
Payable for variation margin on futures contracts		—			—			—
Swap premium received		—			11,670			—
Accrued expenses and other payables:
Payable to Advisor and affiliates		202,244			52,477			—
Distribution and administrative servicing fee		4,841			17,282			12,798
Other		35,519			25,704			23,609

Total Liabilities		9,819,837			5,028,978			582,389

*Net Assets:*
Paid-in Capital		347,493,447			139,482,505			133,282,831
Accumulated net investment income (loss)		854,379			(261,125	)		(12,912	)
Accumulated net realized loss from investment
transactions, swaps, futures and foreign currency		(147,101,951	)		(20,739,997	)		(19,309,403	)
Net unrealized appreciation/(depreciation) on
investments, swaps, futures and foreign currency		43,298,506			4,777,857			4,257,123

Net Assets	$	244,544,381		$	123,259,240		$	118,217,639

Market value of securities loaned	$	9,097,787		$	39,940		$	—

Net Assets:
Institutional Shares	$	232,454,899		$	86,172,849		$	83,231,495
Class A Shares		11,279,446			22,057,205			26,973,832
Class B Shares		496,991			714,093			6,714,896
Class C Shares		313,045			14,315,093			1,297,416

Total	$	244,544,381		$	123,259,240		$	118,217,639

Shares of beneficial interest outstanding
(Unlimited number of shares authorized, no par value):
Institutional Shares		27,526,715			8,349,968			7,554,169
Class A Shares		1,336,343			2,142,467			2,467,669
Class B Shares		59,859			69,396			639,129
Class C Shares		39,649			1,404,299			123,586

Total		28,962,566			11,966,130			10,784,553

Net Asset Value
Institutional Shares	$	8.44		$	10.32		$	11.02

Class A Shares-redemption price per share	$	8.44		$	10.30		$	10.93

Class B Shares-offering price per share*	$	8.30		$	10.29		$	10.51

Class C Shares-offering price per share*	$	7.90		$	10.19		$	10.50

Maximum Sales Charge
Class A Shares		5.00%			5.00%			5.00%

Maximum Offering Price (100% / (100%-Maximum sales charge)
of net asset value adjusted to the nearest cent) per share Class A Shares	$	8.88		$	10.84		$	11.51


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

See notes to financial statements.

Fifth Third Funds

Statements of Assets and Liabilities

January 31, 2011 (Unaudited)

LifeModel						LifeModel
Moderately			LifeModel			Moderately			LifeModel			High Yield			Total Return			Short Term
Aggressive^SM			Moderate^SM			Conservative^SM			Conservative^SM			Bond			Bond			Bond

$	—		$	—		$	—		$	—		$	72,622,164		$	288,174,637		$	316,209,218
	—			—			—			—			3,931,017			(5,891,963	)		450,726

	—			—			—			—			76,553,181			282,282,674			316,659,944


	199,447,110			266,211,705			57,545,707			39,482,306			783,479			8,079,949			4,596,442

	199,447,110			266,211,705			57,545,707			39,482,306			77,336,660			290,362,623			321,256,386
	—			—			—			—			—			154,500			15,000

	—			—			—			—			—			—			—
	63	†		134	†		31	†		32	†		1,343,785			1,722,362			1,276,138
	—			—			—			—			820,698			5,727,822			24,650
	133,003			77,931			38,035			87,151			181,735			15,016			125,892
	—			—			—			—			—			—			—
	—			—			—			—			—			12,981			963
	19,448			7,981			10,466			9,946			—			—			—
	—			—			—			—			—			—			—
	34,183			35,536			28,035			27,993			31,501			36,422			39,418

	199,633,807			266,333,287			57,622,274			39,607,428			79,714,379			298,031,726			322,738,447


	—			—			—			—			—			—			—
	—			—			—			—			423			—			8
	62	†		139	†		31	†		32	†		1,074,894			12,821,139			425
	—			—			—			—			10,223,238			24,630,695			54,803,410
	359,156			342,301			48,789			76,240			97,211			122,830			861,302
	—			—			—			—			—			6,416			—
	—			—			—			—			—			40,313			2,344
	—			—			—			—			—			81,690			—

	—			—			—			—			29,112			120,864			84,946
	35,716			24,619			9,394			5,587			2,269			4,728			13,053
	44,867			24,285			14,673			11,883			15,966			28,056			26,376

	439,801			391,344			72,887			93,742			11,443,113			37,856,731			55,791,864


	215,608,252			302,045,264			62,350,318			43,706,036			68,479,100			376,929,529			284,724,247
	83,698			299,410			81,397			84,095			(17,819	)		502,878			38,805

	(26,523,014	)		(41,364,923	)		(6,721,980	)		(3,880,665	)		(4,121,032	)		(111,312,002	)		(18,274,163	)

	10,025,070			4,962,192			1,839,652			(395,780	)	$	3,931,017			(5,945,410	)		457,694

$	199,194,006		$	265,941,943		$	57,549,387		$	39,513,686		$	68,271,266		$	260,174,995		$	266,946,583

$	—		$	—		$	—		$	—		$	10,014,076		$	24,126,605		$	53,693,601

$	111,597,463		$	206,263,743		$	35,819,771		$	26,570,043		$	63,862,325		$	244,087,700		$	235,193,609
	61,281,017			41,228,752			14,387,423			8,728,800			2,209,493			14,123,377			22,333,929
	23,165,140			15,569,238			6,283,418			3,272,284			98,122			1,283,177			NA
	3,150,386			2,880,210			1,058,775			942,559			2,101,326			680,741			9,419,045

$	199,194,006		$	265,941,943		$	57,549,387		$	39,513,686		$	68,271,266		$	260,174,995		$	266,946,583



	10,040,564			19,548,498			3,720,539			2,759,300			6,384,296			27,324,934			24,552,610
	5,522,026			3,913,177			1,497,061			908,466			221,404			1,581,936			2,333,049
	2,111,495			1,486,604			656,911			341,905			9,822			143,534			NA
	287,075			274,842			110,559			98,334			210,514			76,134			985,876

	17,961,160			25,223,121			5,985,070			4,108,005			6,826,036			29,126,538			27,871,535


$	11.11		$	10.55		$	9.63		$	9.63		$	10.00		$	8.93		$	9.58

$	11.10		$	10.54		$	9.61		$	9.61		$	9.98		$	8.93		$	9.57

$	10.97		$	10.47		$	9.57		$	9.57		$	9.99		$	8.94			NA

$	10.97		$	10.48		$	9.58		$	9.59		$	9.98		$	8.94		$	9.55


	5.00%			5.00%			5.00%			5.00%			4.75%			4.75%			3.00%


$	11.68		$	11.09		$	10.12		$	10.12		$	10.48		$	9.38		$	9.87

See notes to financial statements.

Fifth Third Funds

Statements of Operations

For the six months ended January 31, 2011 (Unaudited)

	Small Cap			Mid Cap			Quality
*Investment Income:*	Growth			Growth			Growth

Interest income	$	—		$	—		$	41,560
Dividend income		161,189			445,928			1,816,085
Dividend income from affiliates		820			908			4,306
Foreign tax withholding		—			(515	)		—
Income from securities lending		69,012			20,165			19,191
Other income		2			—			12,502

Total Investment Income		231,023			466,486			1,893,644


*Expenses:*
Investment advisory fees		165,938			348,791			1,276,415
Administration fees		41,105			75,600			276,664
Distribution servicing fees - Class A Shares		9,664			17,202			77,943
Distribution servicing fees - Class B Shares		1,605			5,241			10,308
Distribution servicing fees - Class C Shares		469			1,151			4,362
Administrative servicing fees - Class C Shares		156			384			1,454
Administrative servicing fees - Select Shares		NA			NA			NA
Administrative servicing fees - Preferred Shares		NA			NA			NA
Administrative servicing fees - Trust Shares		NA			NA			NA
Accounting fees		32,831			32,924			49,953
Registration and filing fees		22,671			21,120			21,330
Transfer and dividend disbursing agent fees		20,769			41,662			128,679
Custody fees		1,568			3,328			3,689
Trustees’ fees and expenses		1,267			2,381			8,666
Professional fees		9,119			9,078			11,308
Printing expense		5,118			9,609			29,965
Interest expense		—			—			—
Dividends on securities sold short		—			—			—
Other expenses		2,309			3,789			10,310

Total expenses		314,589			572,260			1,911,046

Less: Waiver and/or reimbursement from Advisor and/or affiliates		(58,534	)		(152,880	)		(125,729	)

Net Expenses		256,055			419,380			1,785,317

Net Investment Income/(Loss)		(25,032	)		47,106			108,327


Realized and Unrealized Gains/(Losses) from Investments and Futures:
Net realized gains on investment transactions		3,929,528			7,334,087			8,954,417
Net realized gains on futures transactions		—			—			—
Change in unrealized appreciation/(depreciation) on investments and futures		6,200,864			13,361,003			49,349,431
Settlement with Prime Broker@		—			—			—

Net realized and unrealized gains on investments and futures		10,130,392			20,695,090			58,303,848

Change in net assets resulting from operations	$	10,105,360		$	20,742,196		$	58,412,175


*	Includes unrealized appreciation/(depreciation) on affiliated positions.
@	See Note 15.

See notes to financial statements.

Fifth Third Funds

Statements of Operations

For the six months ended January 31, 2011 (Unaudited)

												Disciplined			Structured
Dividend			Micro Cap			Small Cap			All Cap			Large Cap			Large Cap			Equity
Growth			Value			Value			Value			Value			Plus			Index

$	—		$	—		$	—		$	—		$	—		$	—		$	—
	71,082			294,750			708,649			1,439,193			3,672,312			1,132,679			3,125,558
	53			1,966			1,623			1,526			1,908			969			7,843
	(55	)		—			—			(753	)		(1,488	)		(1,289	)		—
	650			—			—			11,171			12,174			—			18,621
	—			—			—			—			—			—			—

	71,730			296,716			710,272			1,451,137			3,684,906			1,132,359			3,152,022



	27,524			204,190			323,210			622,475			1,075,425			304,728			479,965
	5,984			35,407			62,272			108,269			233,795			75,486			278,298
	2,530			17,661			2,991			43,557			13,998			6,578			50,670
	334			4,204			2,880			19,018			5,977			947			6,468
	613			12,917			4,576			14,703			1,891			192			4,069
	204			4,306			1,525			4,901			630			64			1,356
	NA			NA			NA			NA			NA			NA			3,777
	NA			NA			NA			NA			NA			NA			54,736
	NA			NA			NA			NA			NA			NA			38,678
	32,671			33,455			32,857			33,200			44,530			35,042			72,818
	20,801			22,545			22,652			23,259			23,179			22,017			23,367
	11,419			34,501			11,060			84,585			61,425			19,253			40,033
	1,266			6,698			3,408			2,437			5,525			3,027			7,025
	187			975			1,879			3,675			9,196			2,330			8,124
	8,315			9,321			9,642			9,535			11,512			13,747			11,539
	2,857			9,770			2,476			19,627			9,405			4,560			9,052
	—			—			—			—			—			114,008			—
	—			—			—			—			—			146,382			—
	1,180			2,506			2,959			5,206			11,051			3,445			25,219

	115,885			398,456			484,387			994,447			1,507,539			751,806			1,115,194


	(87,086	)		(83,073	)		(69,402	)		(282,470	)		(299,905	)		(150,122	)		(651,461	)

	28,799			315,383			414,985			711,977			1,207,634			601,684			463,733

	42,931			(18,667	)		295,287			739,160			2,477,272			530,675			2,688,289




	244,272			2,773,402			5,874,334			2,280,795			14,364,219			2,654,451			628,615
	—			—			—			—			—			298,856			2,196,283
	674,840			2,701,483			3,294,626			18,407,390			23,478,398			10,946,418			46,964,118	*
	—			—			—			—			—			500,000			—

	919,112			5,474,885			9,168,960			20,688,185			37,842,617			14,399,725			49,789,016

$	962,043		$	5,456,218		$	9,464,247		$	21,427,345		$	40,319,889		$	14,930,400		$	52,477,305

See notes to financial statements.

Fifth Third Funds

Statements of Operations

For the six months ended January 31, 2011 (Unaudited)

	International			Strategic			LifeModel
*Investment Income:*	Equity			Income			Aggressive^SM

Interest income	$	—		$	1,403,059		$	—
Dividend income		2,617,144			2,396,030			—
Dividend income from affiliates		2,699			2,463			1,169,754
Foreign tax withholding		(145,053	)		(4,683	)		—
Income from securities lending		31,770			19,528			—
Other income		—			—			—

Total Investment Income		2,506,560			3,816,397			1,169,754


*Expenses:*
Investment advisory fees		1,219,886			622,546			85,785
Administration fees		212,184			108,285			99,476
Distribution servicing fees - Class A Shares		13,519			26,584			33,358
Distribution servicing fees - Class B Shares		2,644			3,740			33,805
Distribution servicing fees - Class C Shares		1,182			50,781			4,759
Administrative servicing fees - Class C Shares		394			16,927			1,586
Accounting fees		51,756			35,632			31,229
Registration and filing fees		22,442			23,137			24,593
Transfer and dividend disbursing agent fees		33,653			32,739			51,364
Custody fees		56,511			4,425			859
Trustees’ fees and expenses		6,944			3,211			3,180
Professional fees		13,025			12,374			8,034
Printing expense		7,418			8,756			11,749
Interest expense		11,917			—			—
Other expenses		8,390			3,614			4,242

Total expenses		1,661,865			952,751			394,019

Less: Waiver and/or reimbursement from Advisor and/or affiliates		(217,142	)		(346,957	)		(274,758	)

Net Expenses		1,444,723			605,794			119,261

Net Investment Income		1,061,837			3,210,603			1,050,493


*Realized and Unrealized Gains/(Losses) from Investments, Futures, Swaps and Foreign Currency:*
Net realized gains/(losses) on investment, swaps and foreign currency transactions		10,792,965			(578,791	)		(5,059,528	)†
Net realized gains/(losses) on futures transactions		1,145,903			(1	)		—
Change in unrealized appreciation/(depreciation) on investments, futures, swaps and foreign currency translations		26,148,485			3,863,553			23,433,452	*

Net realized and unrealized gains/(losses) on investments, futures, swaps and foreign currency translations		38,087,353			3,284,761			18,373,924

Change in net assets resulting from operations	$	39,149,190		$	6,495,364		$	19,424,417


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

See notes to financial statements.

Fifth Third Funds

Statements of Operations

For the six months ended January 31, 2011 (Unaudited)

LifeModel						LifeModel
Moderately			LifeModel			Moderately			LifeModel			High Yield			Total Return			Short Term
Aggressive^SM			Moderate^SM			Conservative^SM			Conservative^SM			Bond			Bond			Bond

$	—		$	—		$	—		$	—		$	2,442,331		$	6,975,056		$	3,258,838
	—			—			—			—			—			220,052			—
	2,352,834			3,719,634			856,832			683,116			819			5,766			3,423
	—			—			—			—			—			—			—
	—			—			—			—			9,968			20,139			34,104
	—			—			—			—			46,474			824,172			1,800

	2,352,834			3,719,634			856,832			683,116			2,499,592			8,045,185			3,298,165

	145,099			198,275			43,159			29,838			218,405			875,420			719,155
	168,256			229,918			50,047			34,599			54,102			253,774			250,169
	74,906			51,337			18,594			11,410			2,235			18,636			28,489
	119,170			83,335			34,130			18,804			493			7,655			NA
	11,545			10,559			3,879			4,649			6,627			3,000			38,400
	3,848			3,520			1,293			1,550			2,209			1,000			12,800
	35,485			42,640			31,208			31,201			36,929			52,704			45,105
	23,538			24,678			23,922			23,934			22,749			21,564			24,324
	111,424			65,094			19,631			10,768			5,820			31,169			46,937
	1,495			2,377			1,065			828			1,838			12,293			6,053
	5,494			7,520			1,599			1,104			1,574			8,800			8,194
	8,929			9,633			7,677			7,497			11,922			12,803			12,666
	25,409			14,391			4,394			2,394			1,809			6,518			10,754
	—			—			—			—			—			—			—
	6,657			9,678			2,734			2,132			2,426			12,453			8,069

	741,255			752,955			243,332			180,708			369,138			1,317,789			1,211,115


	(454,399	)		(498,458	)		(162,418	)		(128,380	)		(126,688	)		(349,414	)		(370,589	)

	286,856			254,497			80,914			52,328			242,450			968,375			840,526

	2,065,978			3,465,137			775,918			630,788			2,257,142			7,076,810			2,457,639


	(5,685,841	)†		(5,031,746	)†		(730,856	)†		(423,035	)†		74,895			(6,948,222	)		991,866
	—			—			—			—			—			22,522			1,545

	30,358,683	*		29,543,915*			5,078,366*			2,010,804*			2,328,320			3,874,000			(756,754	)

	24,672,842			24,512,169			4,347,510			1,587,769			2,403,215			(3,051,700	)		236,657

$	26,738,820		$	27,977,306		$	5,123,428		$	2,218,557		$	4,660,357		$	4,025,110		$	2,694,296

See notes to financial statements.

Fifth Third Funds

Statements of Changes in Net Assets

	Small Cap Growth						Mid Cap Growth

	Six months			Year			Six months			Year
	ended			ended			ended			ended
	January 31,			July 31,			January 31,			July 31,
	2011 (a)			2010			2011 (a)			2010

*Change in Net Assets:*
*Operations:*
Net investment income/(loss)	$	(25,032	)	$	(238,913	)	$	47,106		$	(273,623	)
Net realized gains/(losses) on investment transactions		3,929,528			1,435,850			7,334,087			1,449,354
Net change in unrealized appreciation/(depreciation) on investments and futures		6,200,864			6,346,409			13,361,003			14,394,397

Change in net assets resulting from operations		10,105,360			7,543,346			20,742,196			15,570,128

*Distributions to shareholders from net investment income:*
Institutional Shares		—			—			—			—
Class A Shares		—			—			—			—
Class B Shares		—			—			—			—
Class C Shares		—			—			—			—

*Distributions to shareholders from net realized gains:*
Institutional Shares		—			—			—			—
Class A Shares		—			—			—			—
Class B Shares		—			—			—			—
Class C Shares		—			—			—			—

Change in net assets from shareholder distributions		—			—			—			—

Change in net assets from Fund share transactions		(5,573,470	)		(14,817,804	)		(13,919,596	)		(29,446,176	)

Change in net assets		4,531,890			(7,274,458	)		6,822,600			(13,876,048	)

*Net Assets:*
Beginning of period		43,411,982			50,686,440			82,097,415			95,973,463

End of period	$	47,943,872		$	43,411,982		$	88,920,015		$	82,097,415

Accumulated net investment income/(loss)	$	(24,201	)	$	831		$	47,106		$	—


^(a)	Unaudited

See notes to financial statements.

Fifth Third Funds

Statements of Changes in Net Assets

Quality Growth						Dividend Growth						Micro Cap Value						Small Cap Value

Six months			Year			Six months			Year			Six months			Year			Six months			Year
ended			ended			ended			ended			ended			ended			ended			ended
January 31,			July 31,			January 31,			July 31,			January 31,			July 31,			January 31,			July 31,
2011 (a)			2010			2011 (a)			2010			2011 (a)			2010			2011 (a)			2010


$	108,327		$	320,262		$	42,931		$	100,123		$	(18,667	)	$	(115,934	)	$	295,287		$	425,188
	8,954,417			(2,576,331	)		244,272			717,816			2,773,402			2,149,642			5,874,334			6,236,559

	49,349,431			26,944,780			674,840			(5,625	)		2,701,483			3,817,425			3,294,626			6,772,595

	58,412,175			24,688,711			962,043			812,314			5,456,218			5,851,133			9,464,247			13,434,342


	(326,845	)		(670,279	)		(34,522	)		(72,626	)		—			—			(259,540	)		(437,145	)
	—			(103,652	)		(13,268	)		(22,829	)		—			—			(4,844	)		(6,203	)
	—			—			(197	)		(528	)		—			—			—			(50	)
	—			—			(607	)		(805	)		—			—			—			—


	—			—			—			—			—			—			—			—
	—			—			—			—			—			—			—			—
	—			—			—			—			—			—			—			—
	—			—			—			—			—			—			—			—

	(326,845	)		(773,931	)		(48,594	)		(96,788	)		—			—			(264,384	)		(443,398	)

	(17,937,801	)		(35,755,412	)		(1,465,146	)		(2,717,142	)		4,258,647			2,593,370			2,622,630			(17,249,806	)

	40,147,529			(11,840,632	)		(551,697	)		(2,001,616	)		9,714,865			8,444,503			11,822,493			(4,258,862	)

	294,243,760			306,084,392			7,322,318			9,323,934			36,718,130			28,273,627			63,222,358			67,481,220

$	334,391,289		$	294,243,760		$	6,770,621		$	7,322,318		$	46,432,995		$	36,718,130		$	75,044,851		$	63,222,358


$	108,312		$	326,830		$	1,481		$	7,144		$	85,682		$	104,349		$	54,438		$	23,535

See notes to financial statements.

Fifth Third Funds

Statements of Changes in Net Assets

							Disciplined
	All Cap Value						Large Cap Value

	Six months			Year			Six months			Year
	ended			ended			ended			ended
	January 31,			July 31,			January 31,			July 31,
	2011 (a)			2010			2011 (a)			2010

*Change in Net Assets*:
*Operations:*
Net investment income	$	739,160		$	1,356,997		$	2,477,272		$	5,429,328
Net realized gains/(losses) on investment, swaps and
foreign currency transactions		2,280,795			2,528,833			14,364,219			(5,500,460	)
Net realized gains/(losses) on futures transactions		—			—			—			—
Net change in unrealized appreciation/(depreciation) on
investment, futures, swaps and foreign currency translations		18,407,390			11,629,827			23,478,398			35,907,658
Settlement with Prime Broker		—			—			—			—

Change in net assets resulting from operations		21,427,345			15,515,657			40,319,889			35,836,526

*Distributions to shareholders from net investment income*:
Institutional Shares		(585,427	)		(968,813	)		(2,881,771	)		(4,858,389	)
Class A Shares		(212,514	)		(312,275	)		(109,750	)		(137,632	)
Class B Shares		(11,491	)		(16,412	)		(6,646	)		(8,078	)
Class C Shares		(12,392	)		(10,449	)		(2,675	)		(3,354	)
Select Shares		NA			NA			NA			NA
Preferred Shares		NA			NA			NA			NA
Trust Shares		NA			NA			NA			NA

*Distributions from net realized gains*:
Institutional Shares		—			—			—			—
Class A Shares		—			—			—			—
Class B Shares		—			—			—			—
Class C Shares		—			—			—			—
Select Shares		NA			NA			NA			NA
Preferred Shares		NA			NA			NA			NA
Trust Shares		NA			NA			NA			NA

Change in net assets from shareholder distributions		(821,824	)		(1,307,949	)		(3,000,842	)		(5,007,453	)

Change in net assets from Fund share transactions		(31,886,510	)		(25,161,788	)		(155,483,999	)		(8,892,167	)

Change in net assets		(11,280,989	)		(10,954,080	)		(118,164,952	)		21,936,906

*Net Assets:*
Beginning of period		130,487,608			141,441,688			344,074,585			322,137,679

End of period	$	119,206,619		$	130,487,608		$	225,909,633		$	344,074,585


Accumulated net investment income/(loss)	$	(23,998	)	$	58,666		$	(12,219	)	$	511,351


^(a)	Unaudited

See notes to financial statements.

Fifth Third Funds

Statements of Changes in Net Assets

Structured
Large Cap Plus						Equity Index						International Equity						Strategic Income

Six months			Year			Six months			Year			Six months			Year			Six months			Year
ended			ended			ended			ended			ended			ended			ended			ended
January 31,			July 31,			January 31,			July 31,			January 31,			July 31,			January 31,			July 31,
2011 (a)			2010			2011 (a)			2010			2011 (a)			2010			2011 (a)			2010


$	530,675		$	825,859		$	2,688,289		$	5,009,917		$	1,061,837		$	5,416,984		$	3,210,603		$	4,867,857

	2,654,451			(865,762	)		628,615			11,320,404			10,792,965			(5,316,159	)		(578,791	)		(10,862,669	)
	298,856			648,758			2,196,283			1,581,425			1,145,903			527,091			(1	)		381,659

	10,946,418			8,909,224			46,964,118			18,119,289			26,148,485			10,115,634			3,863,553			22,108,887
	500,000			—			—			—			—			—			—			—

	14,930,400			9,518,079			52,477,305			36,031,035			39,149,190			10,743,550			6,495,364			16,495,734



	(955,117	)		(758,506	)		(1,562,779	)		(2,687,145	)		(5,185,878	)		(7,370,433	)		(2,257,294	)		(4,621,960	)
	(52,457	)		(45,487	)		(339,983	)		(620,108	)		(218,090	)		(347,655	)		(513,402	)		(1,188,095	)
	(504	)		(782	)		(5,738	)		(14,617	)		(3,391	)		(24,568	)		(15,353	)		(50,811	)
	(230	)		(49	)		(4,992	)		(8,248	)		(3,960	)		(9,905	)		(280,330	)		(663,401	)
	NA			NA			(88,640	)		(166,212	)		NA			NA			NA			NA
	NA			NA			(635,308	)		(765,056	)		NA			NA			NA			NA
	NA			NA			(245,997	)		(491,361	)		NA			NA			NA			NA


	—			—			(5,664,715	)		—			—			—			—			—
	—			—			(1,417,278	)		—			—			—			—			—
	—			—			(40,429	)		—			—			—			—			—
	—			—			(36,147	)		—			—			—			—			—
	NA			NA			(336,156	)		—			NA			NA			NA			NA
	NA			NA			(3,030,945	)		—			NA			NA			NA			NA
	NA			NA			(1,028,250	)		—			NA			NA			NA			NA

	(1,008,308	)		(804,824	)		(14,437,357	)		(4,752,747	)		(5,411,319	)		(7,752,561	)		(3,066,379	)		(6,524,267	)

	(3,079,899	)		(5,302,269	)		50,233,800			(24,625,372	)		(30,172,301	)		(9,089,906	)		6,329,683			21,395,293

	10,842,193			3,410,986			88,273,748			6,652,916			3,565,570			(6,098,917	)		9,758,668			31,366,760


	82,206,238			78,795,252			273,428,106			266,775,190			240,978,811			247,077,728			113,500,572			82,133,812

$	93,048,431		$	82,206,238		$	361,701,854		$	273,428,106		$	244,544,381		$	240,978,811		$	123,259,240		$	113,500,572


$	(592,210	)	$	(114,577	)	$	320,088		$	515,236		$	854,379		$	5,203,861		$	(261,125	)	$	(405,349	)

See notes to financial statements.

Fifth Third Funds

Statements of Changes in Net Assets

	LifeModel						LifeModel
	Aggressive^SM						Moderately Aggressive^SM

	Six months			Year			Six months			Year
	ended			ended			Ended			ended
	January 31,			July 31,			January 31,			July 31,
	2011 (a)			2010			2011 (a)			2010

*Change in Net Assets:*
*Operations:*
Net investment income	$	1,050,493		$	1,428,616		$	2,065,978		$	3,654,670
Net realized gains/(losses) on investment transactions		(5,059,528	)†		(8,176,294	)†		(5,685,841	)†		(15,621,783	)†
Net change in unrealized appreciation/(depreciation)
on investments		23,433,452			18,039,616			30,358,683			30,860,782

Change in net assets resulting from operations		19,424,417			11,291,938			26,738,820			18,893,669


*Distributions to shareholders from net investment income:*
Institutional Shares		(780,189	)		(1,097,085	)		(1,260,603	)		(2,318,425	)
Class A Shares		(235,851	)		(315,696	)		(630,349	)		(1,179,138	)
Class B Shares		(39,539	)		(58,076	)		(164,984	)		(291,455	)
Class C Shares		(7,826	)		(9,260	)		(22,012	)		(34,027	)

*Distributions from net realized gains:*
Institutional Shares		—			(1,114,385	)		—			(477,367	)
Class A Shares		—			(393,606	)		—			(278,246	)
Class B Shares		—			(111,638	)		—			(118,921	)
Class C Shares		—			(17,746	)		—			(14,070	)

Change in net assets from shareholder distributions		(1,063,405	)		(3,117,492	)		(2,077,948	)		(4,711,649	)

Change in net assets from Fund share transactions		(8,892,192	)		(13,556,789	)		(10,991,133	)		(35,239,893	)

Change in net assets		9,468,820			(5,382,343	)		13,669,739			(21,057,873	)

*Net Assets:*
Beginning of period		108,748,819			114,131,162			185,524,267			206,582,140

End of period	$	118,217,639		$	108,748,819		$	199,194,006		$	185,524,267


Accumulated net investment income/(loss)	$	(12,912	)	$	—		$	83,698		$	95,668


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

See notes to financial statements.

Fifth Third Funds

Statements of Changes in Net Assets

LifeModel						LifeModel						LifeModel
Moderate^SM						Moderately Conservative^SM						Conservative^SM						High Yield Bond

Six months			Year			Six months			Year			Six months			Year			Six months			Year
ended			ended			ended			ended			ended			ended			ended			ended
January 31,			July 31,			January 31,			July 31,			January 31,			July 31,			January 31,			July 31,
2011 (a)			2010			2011 (a)			2010			2011 (a)			2010			2011 (a)			2010


$	3,465,137		$	7,097,234		$	775,918		$	1,667,219		$	630,788		$	1,433,528		$	2,257,142		$	4,060,962
	(5,031,746	)†		(28,779,913	)†		(730,856	)†		(3,442,427	)†		(423,035	)†		(2,458,751	)†		74,895			847,511

	29,543,915			48,852,320			5,078,366			7,580,436			2,010,804			4,894,486			2,328,320			4,408,684

	27,977,306			27,169,641			5,123,428			5,805,228			2,218,557			3,869,263			4,660,357			9,317,157



	(2,847,080	)		(6,032,872	)		(518,214	)		(1,119,730	)		(442,046	)		(1,001,360	)		(2,193,883	)		(3,662,065	)
	(513,393	)		(1,132,381	)		(194,469	)		(439,489	)		(142,166	)		(341,650	)		(68,885	)		(324,434	)
	(142,097	)		(337,969	)		(63,767	)		(157,247	)		(44,040	)		(122,335	)		(3,159	)		(5,754	)
	(25,297	)		(47,248	)		(10,133	)		(21,559	)		(13,832	)		(38,240	)		(57,611	)		(59,149	)


	—			—			—			—			—			—			—			—
	—			—			—			—			—			—			—			—
	—			—			—			—			—			—			—			—
	—			—			—			—			—			—			—			—

	(3,527,867	)		(7,550,470	)		(786,583	)		(1,738,025	)		(642,084	)		(1,503,585	)		(2,323,538	)		(4,051,402	)

	(14,322,598	)		(93,750,965	)		(3,266,562	)		(9,666,107	)		(1,024,343	)		(7,061,608	)		9,508,212			(864,337	)

	10,126,841			(74,131,794	)		1,070,283			(5,598,904	)		552,130			(4,695,930	)		11,845,031			4,401,418


	255,815,102			329,946,896			56,479,104			62,078,008			38,961,556			43,657,486			56,426,235			52,024,817

$	265,941,943		$	255,815,102		$	57,549,387		$	56,479,104		$	39,513,686		$	38,961,556		$	68,271,266		$	56,426,235


$	299,410		$	362,140		$	81,397		$	92,062		$	84,095		$	95,391		$	(17,819	)	$	48,577

See notes to financial statements.

Fifth Third Funds

Statements of Changes in Net Assets

	Total Return Bond						Short Term Bond

	Six months			Year			Six months			Year
	ended			ended			ended			ended
	January 31,			July 31,			January 31,			July 31,
	2011 (a)			2010			2011 (a)			2010

*Change in Net Assets:*
*Operations:*
Net investment income	$	7,076,810		$	14,791,313		$	2,457,639		$	5,984,834
Net realized gains/(losses) on investment, swaps and
foreign currency transactions		(6,948,222	)		(23,601,658	)		991,866			402,381
Net realized gains on futures transactions		22,522			1,511,743			1,545			101,297
Net change in unrealized appreciation/(depreciation) on
investment, futures, swaps and foreign currency translations		3,874,000			46,780,186			(756,754	)		6,548,875

Change in net assets resulting from operations		4,025,110			39,481,584			2,694,296			13,037,387


*Distributions to shareholders from net investment income:*
Institutional Shares		(6,311,466	)		(15,991,721	)		(2,372,602	)		(5,847,660	)
Class A Shares		(325,707	)		(719,728	)		(185,055	)		(346,310	)
Class B Shares		(26,784	)		(100,475	)		NA			NA
Class C Shares		(14,178	)		(30,279	)		(45,196	)		(72,659	)

*Distributions from net realized gains:*
Institutional Shares		—			—			—			—
Class A Shares		—			—			—			—
Class B Shares		—			—			NA			NA
Class C Shares		—			—			—			—

Change in net assets from shareholder distributions		(6,678,135	)		(16,842,203	)		(2,602,853	)		(6,266,629	)

Change in net assets from Fund share transactions		(30,335,612	)		(135,395,426	)		(19,650,190	)		47,594,801

Change in net assets		(32,988,637	)		(112,756,045	)		(19,558,747	)		54,365,559

*Net Assets:*
Beginning of period		293,163,632			405,919,677			286,505,330			232,139,771

End of period	$	260,174,995		$	293,163,632		$	266,946,583		$	286,505,330


Accumulated net investment income	$	502,878		$	104,203		$	38,805		$	184,019

^(a) Unaudited.

See notes to financial statements.

This page intentionally left blank.

Fifth Third Funds

Statements of Changes in Net Assets, continued — Fund Share Transactions

	Small Cap Growth						Mid Cap Growth

	Six months			Year			Six months			Year
	ended			ended			ended			ended
	January 31,			July 31,			January 31,			July 31,
	2011 (a)			2010			2011 (a)			2010

*Capital Transactions:*
Institutional Shares
Shares issued	$	4,614,185		$	2,072,730		$	1,749,099		$	2,205,080
Dividends reinvested		—			—			—			—
Shares redeemed		(10,279,296	)		(15,863,669	)		(15,287,771	)		(28,482,222	)

Total Institutional Shares		(5,665,111	)		(13,790,939	)		(13,538,672	)		(26,277,142	)


Class A Shares
Shares issued		693,103			541,369			1,053,822			1,417,554
Dividends reinvested		—			—			—			—
Shares redeemed		(493,429	)		(1,145,428	)		(1,353,259	)		(3,316,747	)

Total Class A Shares		199,674			(604,059	)		(299,437	)		(1,899,193	)


Class B Shares
Shares issued		—			—			5,897			14,964
Dividends reinvested		—			—			—			—
Shares redeemed		(111,437	)		(274,056	)		(291,160	)		(1,100,283	)

Total Class B Shares		(111,437	)		(274,056	)		(285,263	)		(1,085,319	)


Class C Shares
Shares issued		8,837			32,800			238,976			15,469
Dividends reinvested		—			—			—			—
Shares redeemed		(5,433	)		(181,550	)		(35,200	)		(199,991	)

Total Class C Shares		3,404			(148,750	)		203,776			(184,522	)


Change from capital transactions	$	(5,573,470	)	$	(14,817,804	)	$	(13,919,596	)	$	(29,446,176	)


*Share Transactions:*
Institutional Shares
Shares issued		599,314			301,372			172,308			265,594
Dividends reinvested		—			—			—			—
Shares redeemed		(1,273,128	)		(2,315,606	)		(1,551,710	)		(3,465,929	)

Total Institutional Shares		(673,814	)		(2,014,234	)		(1,379,402	)		(3,200,335	)


Class A Shares
Shares issued		85,968			84,780			105,720			180,019
Dividends reinvested		—			—			—			—
Shares redeemed		(70,561	)		(179,956	)		(142,610	)		(426,984	)

Total Class A Shares		15,407			(95,176	)		(36,890	)		(246,965	)


Class B Shares
Shares issued		—			—			747			2,133
Dividends reinvested		—			—			—			—
Shares redeemed		(17,373	)		(47,120	)		(35,295	)		(158,265	)

Total Class B Shares		(17,373	)		(47,120	)		(34,548	)		(156,132	)


Class C Shares
Shares issued		1,276			5,855			27,726			2,444
Dividends reinvested		—			—			—			—
Shares redeemed		(824	)		(32,450	)		(4,566	)		(30,802	)

Total Class C Shares		452			(26,595	)		23,160			(28,358	)


Change from capital transactions		(675,328	)		(2,183,125	)		(1,427,680	)		(3,631,790	)


^(a)	Unaudited

See notes to financial statements.

Fifth Third Funds

Statements of Changes in Net Assets, continued — Fund Share Transactions

Quality Growth						Dividend Growth						Micro Cap Value						Small Cap Value

Six months			Year			Six months			Year			Six months			Year			Six months			Year
ended			ended			ended			ended			ended			ended			ended			ended
January 31,			July 31,			January 31,			July 31,			January 31,			July 31,			January 31,			July 31,
2011 (a)			2010			2011 (a)			2010			2011 (a)			2010			2011 (a)			2010



$	30,135,066		$	44,658,382		$	78,207		$	119,826		$	4,622,632		$	7,740,012		$	10,320,713		$	8,553,273
	273,148			514,729			16,158			37,528			—			—			208,977			358,893
	(42,648,100	)		(68,160,882	)		(1,393,904	)		(2,507,900	)		(4,259,559	)		(7,375,958	)		(8,745,995	)		(27,173,421	)

	(12,239,886	)		(22,987,771	)		(1,299,539	)		(2,350,546	)		363,073			364,054			1,783,695			(18,261,255	)



	1,160,861			3,737,753			28,589			98,235			4,789,666			8,166,787			714,015			1,342,082
	—			94,243			11,913			20,672			—			—			3,864			4,890
	(5,605,995	)		(11,838,172	)		(171,387	)		(420,999	)		(1,839,900	)		(5,790,067	)		(592,241	)		(602,863	)

	(4,445,134	)		(8,006,176	)		(130,885	)		(302,092	)		2,949,766			2,376,720			125,638			744,109



	6,274			21,508			—			39,672			47,215			15,604			2,765			9,045
	—			—			179			390			—			—			—			43
	(1,107,445	)		(4,151,370	)		(9,789	)		(97,172	)		(362,997	)		(1,288,588	)		(73,345	)		(114,657	)

	(1,101,171	)		(4,129,862	)		(9,610	)		(57,110	)		(315,782	)		(1,272,984	)		(70,580	)		(105,569	)



	4,849			129,936			22,510			6,040			1,453,466			1,727,363			822,539			528,529
	—			—			461			680			—			—			—			—
	(156,459	)		(761,539	)		(48,083	)		(14,114	)		(191,876	)		(601,783	)		(38,662	)		(155,620	)

	(151,610	)		(631,603	)		(25,112	)		(7,394	)		1,261,590			1,125,580			783,877			372,909


$	(17,937,801	)	$	(35,755,412	)	$	(1,465,146	)	$	(2,717,142	)	$	4,258,647		$	2,593,370		$	2,622,630		$	(17,249,806	)



	2,126,727			3,196,783			3,505			5,901			1,067,100			2,050,824			608,441			528,233
	17,061			36,096			758			1,881			—			—			10,987			22,529
	(2,938,333	)		(4,994,965	)		(66,869	)		(131,438	)		(1,024,416	)		(2,008,471	)		(493,843	)		(1,744,014	)
	(794,545	)		(1,762,086	)		(62,606	)		(123,656	)		42,684			42,353			125,585			(1,193,252	)


	82,476			283,474			1,382			5,124			1,236,895			2,398,008			40,931			81,304
	—			6,800			564			1,057			—			—			206			310
	(391,533	)		(891,015	)		(8,272	)		(21,495	)		(474,091	)		(1,678,691	)		(35,484	)		(38,431	)

	(309,057	)		(600,741	)		(6,326	)		(15,314	)		762,804			719,317			5,653			43,183



	485			1,775			—			2,221			15,261			5,392			159			647
	—			—			9			21			—			—			—			3
	(85,647	)		(338,462	)		(511	)		(5,036	)		(107,898	)		(411,777	)		(4,533	)		(7,779	)

	(85,162	)		(336,687	)		(502	)		(2,794	)		(92,637	)		(406,385	)		(4,374	)		(7,129	)



	379			11,659			1,097			325			401,642			552,934			49,561			33,001
	—			—			23			37			—			—			—			—
	(12,280	)		(64,284	)		(2,391	)		(770	)		(54,243	)		(200,440	)		(2,371	)		(10,503	)

	(11,901	)		(52,625	)		(1,271	)		(408	)		347,399			352,494			47,190			22,498


	(1,200,665	)		(2,752,139	)		(70,705	)		(142,172	)		1,060,250			707,779			174,054			(1,134,700	)

See notes to financial statements.

Fifth Third Funds

Statements of Changes in Net Assets, continued — Fund Share Transactions

	All Cap Value						Disciplined Large Cap Value

	Six months ended January 31, 2011 (a)			Year ended July 31, 2010			Six months ended January 31, 2011 (a)			Year ended July 31, 2010

*Capital Transactions:*
Institutional Shares
Shares issued	$	7,097,979		$	16,121,009		$	11,223,422		$	88,159,186
Dividends reinvested		436,719			697,602			1,911,896			2,751,348
Shares redeemed		(30,662,453	)		(33,553,538	)		(167,401,231	)		(97,340,727	)

Total Institutional Shares		(23,127,755	)		(16,734,927	)		(154,265,913	)		(6,430,193	)


Class A Shares
Shares issued		1,895,035			12,330,900			823,086			1,828,983
Dividends reinvested		187,411			259,198			98,400			122,374
Shares redeemed		(9,140,281	)		(13,601,105	)		(1,592,227	)		(3,251,984	)

Total Class A Shares		(7,057,835	)		(1,011,007	)		(670,741	)		(1,300,627	)


Class B Shares
Shares issued		2,344			119,089			32,236			64,868
Dividends reinvested		10,063			15,221			5,177			6,621
Shares redeemed		(1,123,376	)		(5,978,670	)		(367,948	)		(960,304	)

Total Class B Shares		(1,110,969	)		(5,844,360	)		(330,535	)		(888,815	)


Class C Shares
Shares issued		444,667			342,213			920			73,749
Dividends reinvested		6,174			5,625			1,568			1,820
Shares redeemed		(1,040,792	)		(1,919,332	)		(219,298	)		(348,101	)

Total Class C Shares		(589,951	)		(1,571,494	)		(216,810	)		(272,532	)


Select Shares
Shares issued		NA			NA			NA			NA
Dividends reinvested		NA			NA			NA			NA
Shares redeemed		NA			NA			NA			NA

Total Select Shares		NA			NA			NA			NA


Preferred Shares
Shares issued		NA			NA			NA			NA
Dividends reinvested		NA			NA			NA			NA
Shares redeemed		NA			NA			NA			NA

Total Preferred Shares		NA			NA			NA			NA


Trust Shares
Shares issued		NA			NA			NA			NA
Dividends reinvested		NA			NA			NA			NA
Shares redeemed		NA			NA			NA			NA

Total Trust Shares		NA			NA			NA			NA


Change from capital transactions	$	(31,886,510	)	$	(25,161,778	)	$	(155,483,999	)	$	(8,892,167	)



^(a) Unaudited

See notes to financial statements.

Fifth Third Funds

Statements of Changes in Net Assets, continued — Fund Share Transactions

Structured Large Cap Plus						Equity Index						International Equity						Strategic Income

Six months ended January 31, 2011 (a)			Year ended July 31, 2010			Six months ended January 31, 2011 (a)			Year ended July 31, 2010			Six months ended January 31, 2011 (a)			Year ended July 31, 2010			Six months ended January 31, 2011 (a)			Year ended July 31, 2010



$	56		$	5,104		$	28,262,878		$	43,266,406		$	6,364,523		$	42,020,493		$	19,625,655		$	32,416,332
	910,523			697,372			7,095,813			2,397,386			4,380,016			5,885,297			389,014			630,186
	(3,577,483	)		(4,647,856	)		(24,424,180	)		(54,940,284	)		(40,300,989	)		(54,689,066	)		(17,075,869	)		(18,803,382	)

	(2,666,904	)		(3,945,380	)		10,934,511			(9,276,492	)		(29,556,450	)		(6,783,276	)		2,938,800			14,243,136


	60,836			88,297			6,487,235			10,113,396			382,050			2,426,126			5,666,402			9,067,430
	49,652			42,664			1,701,577			599,708			203,874			322,237			332,715			752,488
	(420,792	)		(1,361,156	)		(5,930,784	)		(19,979,852	)		(1,011,552	)		(4,553,560	)		(4,010,517	)		(5,504,354	)

	(310,304	)		(1,230,195	)		2,258,028			(9,266,748	)		(425,628	)		(1,805,197	)		1,988,600			4,315,564


	—			16,174			2,665			37,512			10,227			25,475			34,141			46,809
	301			552			42,411			12,710			2,404			17,500			7,403			24,830
	(83,253	)		(167,800	)		(341,684	)		(905,136	)		(160,329	)		(470,608	)		(77,920	)		(195,295	)

	(82,952	)		(151,074	)		(296,608	)		(854,914	)		(147,698	)		(427,633	)		(36,376	)		(123,656	)


	1,000			38,174			134,639			301,384			2,141			12,974			2,888,562			4,651,725
	51			16			26,362			5,964			3,538			8,822			194,203			477,313
	(20,790	)		(13,810	)		(214,231	)		(885,656	)		(48,204	)		(95,596	)		(1,644,106	)		(2,168,789	)

	(19,739	)		24,380			(53,230	)		(578,308	)		(42,525	)		(73,800	)		1,438,659			2,960,249


	NA			NA			1,033,535			1,593,996			NA			NA			NA			NA
	NA			NA			408,456			135,552			NA			NA			NA			NA
	NA			NA			(2,674,979	)		(3,774,743	)		NA			NA			NA			NA

	NA			NA			(1,232,988	)		(2,045,195	)		NA			NA			NA			NA


	NA			NA			53,239,081			18,090,698			NA			NA			NA			NA
	NA			NA			3,626,620			734,972			NA			NA			NA			NA
	NA			NA			(13,227,837	)		(22,680,902	)		NA			NA			NA			NA

	NA			NA			43,637,864			(3,855,232	)		NA			NA			NA			NA


	NA			NA			109,139			7,603,385			NA			NA			NA			NA
	NA			NA			1,113,737			167,312			NA			NA			NA			NA
	NA			NA			(6,236,653	)		(6,519,180	)		NA			NA			NA			NA

	NA			NA			(5,013,777	)		1,251,517			NA			NA			NA			NA


$	(3,079,899	)	$	(5,302,269	)	$	50,233,800		$	(24,625,372	)	$	(30,172,301	)	$	(9,089,906	)	$	6,329,683		$	21,395,293

See notes to financial statements.

Fifth Third Funds

Statements of Changes in Net Assets, continued — Fund Share Transactions

	All Cap Value						Disciplined Large Cap Value

	Six months ended January 31, 2011 (a)			Year ended July 31, 2010			Six months ended January 31, 2011 (a)			Year ended July 31, 2010

*Share Transactions:*
Institutional Shares
Shares issued		478,954			1,149,670			1,130,601			9,159,830
Dividends reinvested		28,718			49,823			187,318			290,640
Shares redeemed		(2,070,021	)		(2,421,387	)		(16,996,567	)		(10,330,448	)

Total Institutional Shares		(1,562,349	)		(1,221,894	)		(15,678,648	)		(879,978	)


Class A Shares
Shares issued		132,073			893,487			80,630			194,737
Dividends reinvested		12,507			18,849			9,605			12,958
Shares redeemed		(632,791	)		(996,795	)		(159,593	)		(345,755	)

Total Class A Shares		(488,211	)		(84,459	)		(69,358	)		(138,060	)


Class B Shares
Shares issued		186			8,860			2,981			7,007
Dividends reinvested		705			1,179			498			691
Shares redeemed		(83,074	)		(454,862	)		(36,468	)		(100,297	)

Total Class B Shares		(82,183	)		(444,823	)		(32,989	)		(92,599	)


Class C Shares
Shares issued		30,921			26,735			92			7,907
Dividends reinvested		433			434			155			195
Shares redeemed		(76,643	)		(148,845	)		(22,398	)		(37,525	)

Total Class C Shares		(45,289	)		(121,676	)		(22,151	)		(29,423	)


Select Shares
Shares issued		NA			NA			NA			NA
Dividends reinvested		NA			NA			NA			NA
Shares redeemed		NA			NA			NA			NA

Total Select Shares		NA			NA			NA			NA


Preferred Shares
Shares issued		NA			NA			NA			NA
Dividends reinvested		NA			NA			NA			NA
Shares redeemed		NA			NA			NA			NA

Total Preferred Shares		NA			NA			NA			NA


Trust Shares
Shares issued		NA			NA			NA			NA
Dividends reinvested		NA			NA			NA			NA
Shares redeemed		NA			NA			NA			NA

Total Trust Shares		NA			NA			NA			NA


Change from capital transactions		(2,178,032	)		(1,872,852	)		(15,803,146	)		(1,140,060	)



^(a) Unaudited

See notes to financial statements.

100

Fifth Third Funds

Statements of Changes in Net Assets, continued — Fund Share Transactions

Structured Large Cap Plus						Equity Index						International Equity						Strategic Income

Six months ended January 31, 2011 (a)			Year ended July 31, 2010			Six months ended January 31, 2011 (a)			Year ended July 31, 2010			Six months ended January 31, 2011 (a)			Year ended July 31, 2010			Six months ended January 31, 2011 (a)			Year ended July 31, 2010


	5			553			1,262,903			2,063,306			780,826			5,445,236			1,914,746			3,309,056
	85,822			69,639			314,639			114,010			529,627			761,358			37,848			65,176
	(337,867	)		(475,947	)		(1,090,318	)		(2,632,684	)		(5,069,664	)		(7,203,423	)		(1,665,825	)		(1,955,096	)

	(252,040	)		(405,755	)		487,224			(455,368	)		(3,759,211	)		(996,829	)		286,769			1,419,136


	5,903			9,141			292,077			484,122			48,060			316,434			553,778			933,700
	4,749			4,330			75,747			28,634			24,652			41,687			32,448			78,150
	(40,098	)		(139,309	)		(267,688	)		(956,235	)		(129,178	)		(588,060	)		(390,290	)		(566,040	)

	(29,446	)		(125,838	)		100,136			(443,479	)		(56,466	)		(229,939	)		195,936			445,810


	—			1,711			114			1,818			1,278			3,380			3,329			4,822
	28			59			1,901			605			296			2,315			722			2,587
	(8,059	)		(17,264	)		(15,451	)		(43,012	)		(20,789	)		(64,494	)		(7,605	)		(20,278	)

	(8,031	)		(15,494	)		(13,436	)		(40,589	)		(19,215	)		(58,799	)		(3,554	)		(12,869	)


	88			3,832			6,141			14,788			288			1,817			284,477			482,004
	5			2			1,183			286			457			1,219			19,132			50,053
	(1,792	)		(1,430	)		(9,613	)		(43,440	)		(6,448	)		(13,383	)		(162,071	)		(225,635	)

	(1,699	)		2,404			(2,289	)		(28,366	)		(5,703	)		(10,347	)		141,538			306,422


	NA			NA			46,402			77,040			NA			NA			NA			NA
	NA			NA			18,117			6,451			NA			NA			NA			NA
	NA			NA			(117,016	)		(180,567	)		NA			NA			NA			NA

	NA			NA			(52,497	)		(97,076	)		NA			NA			NA			NA


	NA			NA			2,383,194			864,196			NA			NA			NA			NA
	NA			NA			160,664			34,899			NA			NA			NA			NA
	NA			NA			(588,303	)		(1,079,920	)		NA			NA			NA			NA

	NA			NA			1,955,555			(180,825	)		NA			NA			NA			NA


	NA			NA			4,706			371,468			NA			NA			NA			NA
	NA			NA			49,371			7,884			NA			NA			NA			NA
	NA			NA			(283,753	)		(315,311	)		NA			NA			NA			NA

	NA			NA			(229,676	)		64,041			NA			NA			NA			NA


	(291,216	)		(544,683	)		2,245,017			(1,181,662	)		(3,840,595	)		(1,295,914	)		620,689			2,158,499

See notes to financial statements.

101

Fifth Third Funds

Statements of Changes in Net Assets, continued — Fund Share Transactions

	LifeModel Aggressive^SM						LifeModel Moderately Aggressive^SM

	Six months ended January 31, 2011 (a)			Year ended July 31, 2010			Six months ended January 31, 2011 (a)			Year ended July 31, 2010

*Capital Transactions:*
Institutional Shares
Shares issued	$	9,328,643		$	17,755,836		$	13,023,502		$	20,207,462
Dividends reinvested		770,101			2,193,392			1,225,421			2,666,135
Shares redeemed		(15,562,151	)		(26,309,200	)		(17,162,986	)		(39,860,711	)

Total Institutional Shares		(5,463,407	)		(6,359,972	)		(2,914,063	)		(16,987,114	)


Class A Shares
Shares issued		1,484,610			3,052,723			2,809,667			17,824,534
Dividends reinvested		215,040			642,542			571,282			1,327,800
Shares redeemed		(3,993,366	)		(8,868,044	)		(7,243,431	)		(31,248,778	)

Total Class A Shares		(2,293,716	)		(5,172,779	)		(3,862,482	)		(12,096,444	)


Class B Shares
Shares issued		237			15,708			8,365			81,246
Dividends reinvested		36,556			156,117			150,708			371,915
Shares redeemed		(1,077,785	)		(1,954,170	)		(4,143,728	)		(6,000,637	)

Total Class B Shares		(1,040,992	)		(1,782,345	)		(3,984,655	)		(5,547,476	)


Class C Shares
Shares issued		47,549			58,901			16,606			281,007
Dividends reinvested		7,080			22,786			17,904			39,611
Shares redeemed		(148,706	)		(323,380	)		(264,443	)		(929,477	)

Total Class C Shares		(94,077	)		(241,693	)		(229,933	)		(608,859	)


Change from capital transactions	$	(8,892,192	)	$	(13,556,789	)	$	(10,991,133	)	$	(35,239,893	)


*Share Transactions:*
Institutional Shares
Shares issued		925,406			1,884,239			1,255,873			2,061,211
Dividends reinvested		72,570			232,177			114,336			272,054
Shares redeemed		(1,547,675	)		(2,803,959	)		(1,658,146	)		(4,099,714	)

Total Institutional Shares		(549,699	)		(687,543	)		(287,937	)		(1,766,449	)


Class A Shares
Shares issued		144,779			324,047			265,918			1,796,634
Dividends reinvested		20,373			68,483			53,252			135,429
Shares redeemed		(384,961	)		(949,548	)		(693,287	)		(3,155,917	)

Total Class A Shares		(219,809	)		(557,018	)		(374,117	)		(1,223,854	)


Class B Shares
Shares issued		23			1,726			828			8,444
Dividends reinvested		3,575			17,260			14,124			38,216
Shares redeemed		(110,479	)		(215,135	)		(402,112	)		(620,721	)

Total Class B Shares		(106,881	)		(196,149	)		(387,160	)		(574,061	)


Class C Shares
Shares issued		4,890			6,531			1,610			28,371
Dividends reinvested		692			2,521			1,677			4,067
Shares redeemed		(15,038	)		(36,277	)		(25,874	)		(96,673	)

Total Class C Shares		(9,456	)		(27,225	)		(22,587	)		(64,235	)


Change from capital transactions		(885,845	)		(1,467,935	)		(1,071,801	)		(3,628,599	)



^(a) Unaudited

See notes to financial statements.

102

Fifth Third Funds

Statements of Changes in Net Assets, continued — Fund Share Transactions

LifeModel Moderate^SM						LifeModel Moderately Conservative^SM						LifeModel Conservative^SM						High Yield Bond

Six months ended January 31, 2011 (a)			Year ended July 31, 2010			Six months ended January 31, 2011 (a)			Year ended July 31, 2010			Six months ended January 31, 2011 (a)			Year ended July 31, 2010			Six months ended January 31, 2011 (a)			Year ended July 31, 2010


$	19,040,632		$	29,308,561		$	5,144,978		$	7,311,360		$	6,927,928		$	9,312,321		$	20,558,681		$	32,102,783
	2,794,441			5,918,123			499,546			1,064,811			438,752			990,752			667,964			1,423,518
	(29,905,183	)		(112,859,457	)		(5,530,317	)		(13,218,920	)		(5,739,424	)		(14,685,122	)		(13,368,284	)		(31,831,214	)

	(8,070,110	)		(77,632,773	)		114,207			(4,842,749	)		1,627,256			(4,382,049	)		7,858,361			1,695,087


	2,419,443			4,057,029			927,523			1,582,428			846,352			1,277,524			2,258,351			7,635,221
	459,788			1,027,393			174,114			395,547			129,039			312,322			39,051			61,323
	(5,643,131	)		(16,620,075	)		(2,964,439	)		(4,885,902	)		(2,220,952	)		(2,438,919	)		(1,277,640	)		(11,505,402	)

	(2,763,900	)		(11,535,653	)		(1,862,802	)		(2,907,927	)		(1,245,561	)		(849,073	)		1,019,762			(3,808,858	)


	27,054			187,288			6,665			5,800			22,007			51,805			3,981			43,933
	128,347			302,290			55,639			137,687			36,337			101,481			678			1,402
	(3,558,785	)		(4,899,318	)		(1,553,145	)		(1,722,601	)		(989,683	)		(1,476,725	)		(4,308	)		(33,541	)

	(3,403,384	)		(4,409,740	)		(1,490,841	)		(1,579,114	)		(931,339	)		(1,323,439	)		351			11,794


	128,588			268,339			21,232			21,004			2,749			23,933			676,157			1,265,315
	20,220			39,735			8,776			17,980			11,039			28,552			26,299			33,913
	(234,012	)		(480,873	)		(57,134	)		(375,301	)		(488,487	)		(559,532	)		(72,718	)		(61,588	)

	(85,204	)		(172,799	)		(27,126	)		(336,317	)		(474,699	)		(507,047	)		629,738			1,237,640


$	(14,322,598	)	$	(93,750,965	)	$	(3,266,562	)	$	(9,666,107	)	$	(1,024,343	)	$	(7,061,608	)	$	9,508,212		$	(864,337	)


	1,922,536			3,067,058			557,541			827,668			733,295			1,020,200			2,087,925			3,421,251
	272,713			621,892			53,262			121,022			46,242			109,223			68,192			152,926
	(2,984,816	)		(11,991,192	)		(598,562	)		(1,502,450	)		(604,217	)		(1,613,287	)		(1,364,243	)		(3,418,401	)

	(789,567	)		(8,302,242	)		12,241			(553,760	)		175,320			(483,864	)		791,874			155,776


	237,432			425,461			99,722			178,890			89,342			140,225			228,415			832,629
	44,916			107,930			18,604			45,025			13,628			34,488			3,991			6,564
	(558,963	)		(1,741,987	)		(321,428	)		(556,570	)		(237,196	)		(266,887	)		(130,748	)		(1,230,704	)

	(276,615	)		(1,208,596	)		(203,102	)		(332,655	)		(134,226	)		(92,174	)		101,658			(391,511	)


	2,836			19,754			730			661			2,347			5,837			406			4,699
	12,577			31,893			5,957			15,717			3,850			11,253			69			150
	(354,494	)		(516,132	)		(168,195	)		(196,721	)		(104,698	)		(163,020	)		(433	)		(3,609	)

	(339,081	)		(464,485	)		(161,508	)		(180,343	)		(98,501	)		(145,930	)		42			1,240


	12,626			27,975			2,215			2,327			291			2,622			68,949			136,094
	1,977			4,190			937			2,051			1,169			3,160			2,692			3,609
	(23,222	)		(51,188	)		(6,182	)		(42,839	)		(51,371	)		(62,878	)		(7,320	)		(6,488	)

	(8,619	)		(19,023	)		(3,030	)		(38,461	)		(49,911	)		(57,096	)		64,321			133,215


	(1,413,882	)		(9,994,346	)		(355,399	)		(1,105,219	)		(107,318	)		(779,064	)		957,895			(101,280	)

See notes to financial statements.

103

Fifth Third Funds

Statements of Changes in Net Assets, continued — Fund Share Transactions

	Total Return Bond						Short Term Bond

	Six months ended January 31, 2011 (a)			Year ended July 31, 2010			Six months ended January 31, 2011 (a)			Year ended July 31, 2010

*Capital Transactions:*
Institutional Shares
Shares issued	$	15,227,033		$	21,481,489		$	29,013,733		$	105,539,821
Dividends reinvested		4,670,036			11,764,448			1,067,360			2,773,302
Shares redeemed		(48,786,470	)		(165,701,764	)		(49,142,990	)		(85,375,561	)

Total Institutional Shares		(28,889,401	)		(132,455,827	)		(19,061,897	)		22,937,562


Class A Shares
Shares issued		687,029			2,119,658			5,086,819			33,923,197
Dividends reinvested		264,338			582,431			147,757			223,449
Shares redeemed		(1,698,227	)		(4,430,450	)		(4,976,399	)		(18,764,483	)

Total Class A Shares		(746,860	)		(1,728,361	)		258,177			15,382,163


Class B Shares
Shares issued		67,214			294,023			NA			NA
Dividends reinvested		20,793			71,727			NA			NA
Shares redeemed		(615,199	)		(1,642,970	)		NA			NA

Total Class B Shares		(527,192	)		(1,277,220	)		NA			NA


Class C Shares
Shares issued		27,236			192,416			818,766			9,642,820
Dividends reinvested		12,709			29,588			26,084			42,593
Shares redeemed		(212,104	)		(156,022	)		(1,691,320	)		(410,337	)

Total Class C Shares		(172,159	)		65,982			(846,470	)		9,275,076


Change from capital transactions	$	(30,335,612	)	$	(135,395,426	)	$	(19,650,190	)	$	47,594,801


*Share Transactions:*
Institutional Shares
Shares issued		1,675,880			2,437,747			3,025,905			11,116,718
Dividends reinvested		517,296			1,341,405			111,363			292,734
Shares redeemed		(5,408,892	)		(18,916,805	)		(5,123,165	)		(8,984,161	)

Total Institutional Shares		(3,215,716	)		(15,137,653	)		(1,985,897	)		2,425,291


Class A Shares
Shares issued		75,754			241,518			530,192			3,582,327
Dividends reinvested		29,310			66,366			15,424			23,551
Shares redeemed		(188,123	)		(505,394	)		(519,447	)		(1,978,057	)

Total Class A Shares		(83,059	)		(197,510	)		26,169			1,627,821


Class B Shares
Shares issued		7,384			33,642			NA			NA
Dividends reinvested		2,302			8,170			NA			NA
Shares redeemed		(67,863	)		(186,466	)		NA			NA

Total Class B Shares		(58,177	)		(144,654	)		NA			NA


Class C Shares
Shares issued		3,005			21,610			85,568			1,018,756
Dividends reinvested		1,406			3,365			2,727			4,494
Shares redeemed		(23,460	)		(17,765	)		(176,938	)		(43,159	)

Total Class C Shares		(19,049	)		7,210			(88,643	)		980,091


Change from capital transactions		(3,376,001	)		(15,472,607	)		(2,048,371	)		5,033,203



^(a) Unaudited

See notes to financial statements.

104

Fifth Third Funds

Statement of Cash Flows

For the six months ended January 31, 2011 (Unaudited)

	Structured Large Cap Plus

*Increase (Decrease) in Cash:*

*Cash flows from operating activities:*
Net increase in net assets from operations	$	14,930,401

*Adjustments to reconcile net increase in net assets from operations to net cash used in operating activities:*
Purchases of long-term securities		(55,258,566	)
Proceeds from sales of long-term securities		58,323,168
Proceeds from short-term investment securities, net		458,294
Proceeds from securities sold short		29,193,407
Buys to cover for securities sold short		(29,654,207	)
Decrease in deposits with brokers for futures contracts		67,500
Decrease in dividends receivable		31,585
Increase in other assets		(2,964	)
Proceeds from futures transactions		337,155
Decrease in payable for investments purchased		(62	)
Increase in payable to Advisor		8,729
Increase in distribution and administrative servicing fee payable		124
Increase in dividends payable on securities sold short		37,570
Decrease in other liabilities		(20,002	)
Unrealized appreciation on investments		(10,946,418	)
Net realized gain on investments		(3,453,308	)

Net cash received from operating activities		4,052,406

*Cash flows from financing activities:*
Cash distributions paid*		(47,782	)
Proceeds from shares sold		61,892
Payment on shares redeemed		(4,099,005	)

Net cash used for financing activities		(4,084,895	)


*Net Decrease in Cash*		(32,489	)

*Cash and Foreign Currency:*
Beginning of period		32,489

End of period	$	0


*Supplemental disclosure of cash flow information:*
Interest paid	$	412,813


*		Noncash financing activities not included herein consist of reinvestment of dividends of $960,526.

See notes to financial statements.

105

Fifth Third Funds

Financial Highlights

(For a share of beneficial interest outstanding throughout each period)

			Change in Net Assets Resulting from Operations									Less Dividends and Distributions from

	Net Asset Value, Beginning of Period		Net Investment Income/(Loss)			Net Realized and Unrealized Gains/(Losses) from Investment Transactions			Change in Net Assets Resulting from Operations			Net Investment Income			Net Realized Gains

Small Cap Growth Institutional Shares
Six months ended 1/31/11 ~	$	7.04		—	ˆΔ		1.70			1.70			—			—
Year ended 7/31/10	$	6.08		(0.03	)Δ		0.99			0.96			—			—
Year ended 7/31/09	$	8.09		(0.03	)Δ		(1.98	)		(2.01	)		—			—
Year ended 7/31/08	$	13.42		(0.06	)Δ		(0.77	)		(0.83	)		—			(4.50	)
Year ended 7/31/07	$	14.10		(0.08	)Δ		2.64			2.56			—			(3.24	)
Year ended 7/31/06	$	15.58		(0.11	)Δ		0.50			0.39			—			(1.87	)

Small Cap Growth Class A Shares
Six months ended 1/31/11 ~	$	6.54		(0.01	)Δ		1.57			1.56			—			—
Year ended 7/31/10	$	5.66		(0.04	)Δ		0.92			0.88			—			—
Year ended 7/31/09	$	7.54		(0.04	)Δ		(1.84	)		(1.88	)		—			—
Year ended 7/31/08	$	12.84		(0.08	)Δ		(0.72	)		(0.80	)		—			(4.50	)
Year ended 7/31/07	$	13.65		(0.11	)Δ		2.54			2.43			—			(3.24	)
Year ended 7/31/06	$	15.17		(0.14	)Δ		0.49			0.35			—			(1.87	)

Small Cap Growth Class B Shares
Six months ended 1/31/11 ~	$	5.91		(0.03	)Δ		1.41			1.38			—			—
Year ended 7/31/10	$	5.15		(0.08	)Δ		0.84			0.76			—			—
Year ended 7/31/09	$	6.92		(0.07	)Δ		(1.70	)		(1.77	)		—			—
Year ended 7/31/08	$	12.21		(0.14	)Δ		(0.65	)		(0.79	)		—			(4.50	)
Year ended 7/31/07	$	13.21		(0.20	)Δ		2.44			2.24			—			(3.24	)
Year ended 7/31/06	$	14.85		(0.25	)Δ		0.48			0.23			—			(1.87	)

Small Cap Growth Class C Shares
Six months ended 1/31/11 ~	$	5.90		(0.04	)Δ		1.42			1.38			—			—
Year ended 7/31/10	$	5.16		(0.08	)Δ		0.82			0.74			—			—
Year ended 7/31/09	$	6.93		(0.07	)Δ		(1.70	)		(1.77	)		—			—
Year ended 7/31/08	$	12.23		(0.14	)Δ		(0.66	)		(0.80	)		—			(4.50	)
Year ended 7/31/07	$	13.23		(0.20	)Δ		2.44			2.24			—			(3.24	)
Year ended 7/31/06	$	14.86		(0.25	)Δ		0.49			0.24			—			(1.87	)

Mid Cap Growth Institutional Shares
Six months ended 1/31/11 ~	$	8.66		0.01	Δ		2.37			2.38			—			—
Year ended 7/31/10	$	7.34		(0.02	)Δ		1.34			1.32			—			—
Year ended 7/31/09	$	12.03		(0.01	)Δ		(3.27	)		(3.28	)		—			(1.41	)
Year ended 7/31/08	$	15.70		(0.05	)Δ		(1.43	)		(1.48	)		—			(2.19	)
Year ended 7/31/07	$	16.55		(0.07	)Δ@		2.72			2.65			—			(3.50	)
Year ended 7/31/06	$	16.03		(0.04	)Δ		0.77			0.73			(0.02	)		(0.19	)

Mid Cap Growth Class A Shares
Six months ended 1/31/11 ~	$	8.20		—	ˆΔ		2.24			2.24			—			—
Year ended 7/31/10	$	6.96		(0.04	)Δ		1.28			1.24			—			—
Year ended 7/31/09	$	11.56		(0.03	)Δ		(3.16	)		(3.19	)		—			(1.41	)
Year ended 7/31/08	$	15.20		(0.08	)Δ		(1.37	)		(1.45	)		—			(2.19	)
Year ended 7/31/07	$	16.17		(0.11	)Δ@		2.64			2.53			—			(3.50	)
Year ended 7/31/06	$	15.69		(0.08	)Δ		0.76			0.68			(0.01	)		(0.19	)

Mid Cap Growth Class B Shares
Six months ended 1/31/11 ~	$	7.28		(0.03	)Δ		1.99			1.96			—			—
Year ended 7/31/10	$	6.24		(0.09	)Δ		1.13			1.04			—			—
Year ended 7/31/09	$	10.68		(0.07	)Δ		(2.96	)		(3.03	)		—			(1.41	)
Year ended 7/31/08	$	14.31		(0.17	)Δ		(1.27	)		(1.44	)		—			(2.19	)
Year ended 7/31/07	$	15.50		(0.21	)Δ@		2.52			2.31			—			(3.50	)
Year ended 7/31/06	$	15.16		(0.20	)Δ		0.73			0.53			—			(0.19	)

Mid Cap Growth Class C Shares
Six months ended 1/31/11 ~	$	6.80		(0.04	)Δ		1.87			1.83			—			—
Year ended 7/31/10	$	5.82		(0.08	)Δ		1.06			0.98			—			—
Year ended 7/31/09	$	10.13		(0.07	)Δ		(2.83	)		(2.90	)		—			(1.41	)
Year ended 7/31/08	$	13.65		(0.16	)Δ		(1.17	)		(1.33	)		—			(2.19	)
Year ended 7/31/07	$	14.94		(0.20	)Δ@		2.41			2.21			—			(3.50	)
Year ended 7/31/06	$	14.61		(0.19	)Δ		0.71			0.52			—			(0.19	)

See notes to financial highlights
and notes to financial statements.

106

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 (d)

	—		$	8.74		24.15	%*	$	38,657	1.28	%**		1.03	%**		(0.05	)%**		38	%
	—		$	7.04		15.79	%	$	35,914	1.25	%		1.01	%		(0.45	)%		86	%
	—		$	6.08		(24.85	)%	$	43,273	1.25	%		1.01	%		(0.48	)%		81	%
	(4.50	)	$	8.09		(10.17	)%	$	66,801	1.09	%		1.01	%		(0.60	)%		105	%
	(3.24	)	$	13.42		20.45	%	$	112,591	1.06	%		1.01	%		(0.59	)%		90	%
	(1.87	)	$	14.10		2.71	%	$	126,809	1.03	%		1.02	%		(0.75	)%		67	%

	—		$	8.10		23.85	%*	$	8,840	1.53	%**		1.28	%**		(0.31	)%**		38	%
	—		$	6.54		15.55	%	$	7,036	1.50	%		1.26	%		(0.69	)%		86	%
	—		$	5.66		(24.93	)%	$	6,630	1.50	%		1.26	%		(0.73	)%		81	%
	(4.50	)	$	7.54		(10.48	)%	$	10,722	1.34	%		1.26	%		(0.86	)%		105	%
	(3.24	)	$	12.84		20.11	%	$	16,036	1.30	%		1.26	%		(0.84	)%		90	%
	(1.87	)	$	13.65		2.50	%	$	17,783	1.28	%		1.27	%		(0.99	)%		67	%

	—		$	7.29		23.35	%*	$	307	2.28	%**		2.03	%**		(1.06	)%**		38	%
	—		$	5.91		14.76	%	$	351	2.25	%		2.01	%		(1.46	)%		86	%
	—		$	5.15		(25.58	)%	$	549	2.25	%		2.01	%		(1.48	)%		81	%
	(4.50	)	$	6.92		(11.15	)%	$	897	2.09	%		2.01	%		(1.61	)%		105	%
	(3.24	)	$	12.21		19.31	%	$	1,318	2.06	%		2.01	%		(1.59	)%		90	%
	(1.87	)	$	13.21		1.69	%	$	1,414	2.03	%		2.02	%		(1.74	)%		67	%

	—		$	7.28		23.39	%*	$	140	2.28	%**		2.03	%**		(1.06	)%**		38	%
	—		$	5.90		14.34	%	$	111	2.25	%		2.01	%		(1.44	)%		86	%
	—		$	5.16		(25.54	)%	$	234	2.26	%		2.01	%		(1.49	)%		81	%
	(4.50	)	$	6.93		(11.14	)%	$	273	2.09	%		2.01	%		(1.61	)%		105	%
	(3.24	)	$	12.23		19.18	%	$	426	2.05	%		2.01	%		(1.60	)%		90	%
	(1.87	)	$	13.23		1.75	%	$	384	2.03	%		2.02	%		(1.75	)%		67	%

	—		$	11.04		27.48	%*	$	72,376	1.26	%**		0.91	%**		0.16	%**		50	%
	—		$	8.66		17.98	%	$	68,705	1.23	%		0.89	%		(0.25	)%		92	%
	(1.41	)	$	7.34		(23.93	)%	$	81,725	1.17	%		1.01	%		(0.15	)%		47	%
	(2.19	)	$	12.03		(11.24	)%	$	209,074	1.11	%		1.09	%		(0.38	)%		96	%
	(3.50	)	$	15.70		17.32	%@	$	313,124	1.09	%		1.09	%		(0.48	)%		55	%
	(0.21	)	$	16.55		4.56	%	$	318,133	1.08	%		1.08	%		(0.24	)%		69	%

	—		$	10.44		27.32	%*	$	15,004	1.51	%**		1.16	%**		(0.09	)%**		50	%
	—		$	8.20		17.82	%	$	12,084	1.48	%		1.14	%		(0.50	)%		92	%
	(1.41	)	$	6.96		(24.18	)%	$	11,989	1.42	%		1.24	%		(0.38	)%		47	%
	(2.19	)	$	11.56		(11.43	)%	$	20,378	1.36	%		1.34	%		(0.62	)%		96	%
	(3.50	)	$	15.20		16.93	%@	$	29,103	1.35	%		1.34	%		(0.73	)%		55	%
	(0.20	)	$	16.17		4.34	%	$	34,437	1.33	%		1.33	%		(0.49	)%		69	%

	—		$	9.24		26.92	%*	$	1,028	2.26	%**		1.91	%**		(0.81	)%**		50	%
	—		$	7.28		16.67	%	$	1,062	2.23	%		1.89	%		(1.25	)%		92	%
	(1.41	)	$	6.24		(24.72	)%	$	1,883	2.17	%		2.00	%		(1.13	)%		47	%
	(2.19	)	$	10.68		(12.14	)%	$	4,187	2.11	%		2.09	%		(1.38	)%		96	%
	(3.50	)	$	14.31		16.14	%@	$	5,707	2.09	%		2.09	%		(1.48	)%		55	%
	(0.19	)	$	15.50		3.51	%	$	6,507	2.08	%		2.08	%		(1.24	)%		69	%

	—		$	8.63		26.91	%*	$	512	2.26	%**		1.91	%**		(0.96	)%**		50	%
	—		$	6.80		16.84	%	$	246	2.23	%		1.89	%		(1.24	)%		92	%
	(1.41	)	$	5.82		(24.82	)%	$	376	2.17	%		2.00	%		(1.13	)%		47	%
	(2.19	)	$	10.13		(11.88	)%	$	714	2.11	%		2.09	%		(1.37	)%		96	%
	(3.50	)	$	13.65		16.07	%@	$	802	2.09	%		2.09	%		(1.47	)%		55	%
	(0.19	)	$	14.94		3.57	%	$	1,122	2.08	%		2.08	%		(1.22	)%		69	%

See notes to financial highlights
and notes to financial statements.

107

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

Quality Growth Institutional Shares
Six months ended 1/31/11 ~	$	13.44		0.01	Δ		2.71			2.72			(0.02	)		—
Year ended 7/31/10	$	12.44		0.02	Δ		1.02			1.04			(0.04	)		—
Year ended 7/31/09	$	16.57		0.07	Δ		(3.66	)		(3.59	)		(0.04	)		(0.50	)
Year ended 7/31/08	$	18.52		0.04	Δ		0.72			0.76			(0.04	)		(2.67	)
Year ended 7/31/07	$	15.67		0.11	Δ@		3.07			3.18			(0.08	)		(0.25	)
Year ended 7/31/06	$	16.34		(0.03	)Δ		(0.64	)		(0.67	)		—			—

Quality Growth Class A Shares
Six months ended 1/31/11 ~	$	13.04		(0.01	)Δ		2.63			2.62			—			—
Year ended 7/31/10	$	12.09		(0.01	)Δ		0.98			0.97			(0.02	)		—
Year ended 7/31/09	$	16.14		0.04	Δ		(3.56	)		(3.52	)		(0.03	)		(0.50	)
Year ended 7/31/08	$	18.12		(0.01	)Δ		0.71			0.70			(0.01	)		(2.67	)
Year ended 7/31/07	$	15.36		0.06	Δ@		3.01			3.07			(0.06	)		(0.25	)
Year ended 7/31/06	$	16.05		(0.07	)Δ		(0.62	)		(0.69	)		—			—

Quality Growth Class B Shares
Six months ended 1/31/11 ~	$	12.08		(0.06	)Δ		2.44			2.38			—			—
Year ended 7/31/10	$	11.27		(0.10	)Δ		0.91			0.81			—			—
Year ended 7/31/09	$	15.19		(0.04	)Δ		(3.38	)		(3.42	)		—			(0.50	)
Year ended 7/31/08	$	17.30		(0.13	)Δ		0.69			0.56			—			(2.67	)
Year ended 7/31/07	$	14.74		(0.06	)Δ@		2.88			2.82			(0.01	)		(0.25	)
Year ended 7/31/06	$	15.52		(0.18	)Δ		(0.60	)		(0.78	)		—			—

Quality Growth Class C Shares
Six months ended 1/31/11 ~	$	11.70		(0.06	)Δ		2.36			2.30			—			—
Year ended 7/31/10	$	10.91		(0.10	)Δ		0.89			0.79			—			—
Year ended 7/31/09	$	14.72		(0.04	)Δ		(3.27	)		(3.31	)		—			(0.50	)
Year ended 7/31/08	$	16.85		(0.12	)Δ		0.66			0.54			—			(2.67	)
Year ended 7/31/07	$	14.36		(0.06	)Δ@		2.81			2.75			(0.01	)		(0.25	)
Year ended 7/31/06	$	15.12		(0.18	)Δ		(0.58	)		(0.76	)		—			—

Dividend Growth Institutional Shares
Six months ended 1/31/11 ~	$	20.00		0.15	Δ		2.93			3.08			(0.17	)		—
Year ended 7/31/10	$	18.36		0.27	Δ		1.64			1.91			(0.27	)		—
Year ended 7/31/09	$	23.76		0.32	Δ		(5.34	)		(5.02	)		(0.38	)		—
Year ended 7/31/08	$	25.50		0.34	Δ		(1.77	)		(1.43	)		(0.31	)		—
Year ended 7/31/07	$	22.56		0.57	Δ@		2.85			3.42			(0.48	)		—
Year ended 7/31/06	$	21.71		0.28	Δ		0.83			1.11			(0.26	)		—

Dividend Growth Class A Shares
Six months ended 1/31/11 ~	$	19.64		0.11	Δ		2.88			2.99			(0.14	)		—
Year ended 7/31/10	$	18.03		0.22	Δ		1.61			1.83			(0.22	)		—
Year ended 7/31/09	$	23.35		0.26	Δ		(5.24	)		(4.98	)		(0.34	)		—
Year ended 7/31/08	$	25.07		0.27	Δ		(1.74	)		(1.47	)		(0.25	)		—
Year ended 7/31/07	$	22.18		0.49	Δ@		2.82			3.31			(0.42	)		—
Year ended 7/31/06	$	21.34		0.23	Δ		0.85			1.08			(0.24	)		—

Dividend Growth Class B Shares
Six months ended 1/31/11 ~	$	18.97		0.04	Δ		2.76			2.80			(0.06	)		—
Year ended 7/31/10	$	17.42		0.07	Δ		1.55			1.62			(0.07	)		—
Year ended 7/31/09	$	22.57		0.14	Δ		(5.08	)		(4.94	)		(0.21	)		—
Year ended 7/31/08	$	24.31		0.08	Δ		(1.67	)		(1.59	)		(0.15	)		—
Year ended 7/31/07	$	21.53		0.31	Δ@		2.71			3.02			(0.24	)		—
Year ended 7/31/06	$	20.83		0.06	Δ		0.80			0.86			(0.16	)		—

Dividend Growth Class C Shares
Six months ended 1/31/11 ~	$	18.38		0.03	Δ		2.68			2.71			(0.07	)		—
Year ended 7/31/10	$	16.89		0.06	Δ		1.52			1.58			(0.09	)		—
Year ended 7/31/09	$	21.92		0.12	Δ		(4.92	)		(4.80	)		(0.23	)		—
Year ended 7/31/08	$	23.67		0.08	Δ		(1.68	)		(1.60	)		(0.15	)		—
Year ended 7/31/07	$	20.97		0.29	Δ@		2.66			2.95			(0.25	)		—
Year ended 7/31/06	$	20.27		0.07	Δ		0.78			0.85			(0.15	)		—

See notes to financial highlights
and notes to financial statements.

108

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 (d)

	(0.02	)	$	16.14		20.24	%*	$	266,298	1.14	%**		1.06	%**		0.13	%**		46	%
	(0.04	)	$	13.44		8.33	%	$	232,350	1.13	%		1.06	%		0.17	%		56	%
	(0.54	)	$	12.44		(21.13	)%	$	237,049	1.13	%		1.06	%		0.62	%		31	%
	(2.71	)	$	16.57		2.79	%	$	371,615	1.11	%		1.07	%		0.21	%		57	%
	(0.33	)	$	18.52		20.51	%@	$	535,734	1.10	%		1.08	%		0.52	%		98	%
	—		$	15.67		(4.10	)%	$	616,737	1.08	%		1.08	%		(0.18	)%		108	%

	—		$	15.66		20.09	%*	$	65,068	1.39	%**		1.31	%**		(0.12	)%**		46	%
	(0.02	)	$	13.04		8.03	%	$	58,198	1.38	%		1.31	%		(0.08	)%		56	%
	(0.53	)	$	12.09		(21.29	)%	$	61,219	1.38	%		1.31	%		0.37	%		31	%
	(2.68	)	$	16.14		2.51	%	$	90,015	1.36	%		1.32	%		(0.03	)%		57	%
	(0.31	)	$	18.12		20.18	%@	$	92,728	1.35	%		1.33	%		0.27	%		98	%
	—		$	15.36		(4.30	)%	$	114,828	1.33	%		1.33	%		(0.42	)%		108	%

	—		$	14.46		19.70	%*	$	1,835	2.14	%**		2.06	%**		(0.84	)%**		46	%
	—		$	12.08		7.19	%	$	2,563	2.13	%		2.06	%		(0.81	)%		56	%
	(0.50	)	$	11.27		(21.96	)%	$	6,185	2.12	%		2.06	%		(0.37	)%		31	%
	(2.67	)	$	15.19		1.78	%	$	14,165	2.11	%		2.07	%		(0.77	)%		57	%
	(0.26	)	$	17.30		19.29	%@	$	11,347	2.10	%		2.08	%		(0.49	)%		98	%
	—		$	14.74		(5.03	)%	$	13,259	2.08	%		2.08	%		(1.18	)%		108	%

	—		$	14.00		19.66	%*	$	1,190	2.14	%**		2.06	%**		(0.87	)%**		46	%
	—		$	11.70		7.34	%	$	1,133	2.13	%		2.06	%		(0.81	)%		56	%
	(0.50	)	$	10.91		(21.97	)%	$	1,631	2.13	%		2.06	%		(0.38	)%		31	%
	(2.67	)	$	14.72		1.70	%	$	2,805	2.11	%		2.07	%		(0.77	)%		57	%
	(0.26	)	$	16.85		19.30	%@	$	2,275	2.10	%		2.08	%		(0.45	)%		98	%
	—		$	14.36		(5.03	)%	$	3,199	2.08	%		2.08	%		(1.17	)%		108	%

	(0.17	)	$	22.91		15.37	%*	$	4,437	3.26	%**		0.73	%**		1.37	%**		27	%
	(0.27	)	$	20.00		10.44	%	$	5,127	2.82	%		0.73	%		1.37	%		63	%
	(0.38	)	$	18.36		(21.12	)%	$	6,977	2.22	%		0.73	%		1.76	%		102	%
	(0.31	)	$	23.76		(5.69	)%	$	16,556	1.76	%		0.73	%		1.33	%		76	%
	(0.48	)	$	25.50		15.22	%@	$	18,875	1.67	%		0.73	%		2.08	%		68	%
	(0.26	)	$	22.56		5.14	%	$	15,759	2.72	%		0.73	%		1.25	%		147	%

	(0.14	)	$	22.49		15.26	%*	$	2,105	3.51	%**		0.98	%**		1.08	%**		27	%
	(0.22	)	$	19.64		10.19	%	$	1,963	3.07	%		0.98	%		1.11	%		63	%
	(0.34	)	$	18.03		(21.37	)%	$	2,078	2.50	%		0.98	%		1.49	%		102	%
	(0.25	)	$	23.35		(5.93	)%	$	3,074	2.00	%		0.98	%		1.08	%		76	%
	(0.42	)	$	25.07		14.97	%@	$	3,926	1.92	%		0.98	%		1.80	%		68	%
	(0.24	)	$	22.18		5.05	%	$	4,670	2.93	%		0.98	%		1.08	%		147	%

	(0.06	)	$	21.71		14.78	%*	$	70	4.26	%**		1.73	%**		0.34	%**		27	%
	(0.07	)	$	18.97		9.38	%	$	70	3.82	%		1.73	%		0.38	%		63	%
	(0.21	)	$	17.42		(21.93	)%	$	113	3.21	%		1.73	%		0.79	%		102	%
	(0.15	)	$	22.57		(6.62	)%	$	225	2.74	%		1.73	%		0.34	%		76	%
	(0.24	)	$	24.31		14.11	%@	$	369	2.66	%		1.73	%		1.08	%		68	%
	(0.16	)	$	21.53		4.13	%	$	371	3.70	%		1.73	%		0.27	%		147	%

	(0.07	)	$	21.02		14.77	%*	$	159	4.26	%**		1.73	%**		0.30	%**		27	%
	(0.09	)	$	18.38		9.34	%	$	162	3.82	%		1.73	%		0.35	%		63	%
	(0.23	)	$	16.89		(21.93	)%	$	156	3.26	%		1.73	%		0.75	%		102	%
	(0.15	)	$	21.92		(6.83	)%	$	228	2.74	%		1.73	%		0.34	%		76	%
	(0.25	)	$	23.67		14.12	%@	$	356	2.67	%		1.73	%		1.02	%		68	%
	(0.15	)	$	20.97		4.22	%	$	389	3.71	%		1.73	%		0.32	%		147	%

See notes to financial highlights
and notes to financial statements.

109

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

Micro Cap Value Institutional Shares
Six months ended 1/31/11~	$	3.92	—	ˆΔ	0.58		0.58		—		—
Year ended 7/31/10	$	3.24	(0.01	)Δ	0.69		0.68		—		—
Year ended 7/31/09	$	3.75	0.02	Δ	(0.51	)	(0.49	)	(0.01	)	(0.01	)
Year ended 7/31/08	$	7.02	0.02	Δ	(0.78	)	(0.76	)	(0.01	)	(2.50	)
Year ended 7/31/07	$	8.05	0.01	Δ	0.93		0.94		(0.05	)	(1.92	)
Year ended 7/31/06	$	11.00	0.02	Δ	0.17		0.19		(0.01	)	(3.13	)

Micro Cap Value Class A Shares
Six months ended 1/31/11~	$	3.63	—	ˆΔ	0.54		0.54		—		—
Year ended 7/31/10	$	3.01	(0.01	)Δ	0.63		0.62		—		—
Year ended 7/31/09	$	3.49	0.01	Δ	(0.47	)	(0.46	)	(0.01	)	(0.01	)
Year ended 7/31/08	$	6.73	0.01	Δ	(0.75	)	(0.74	)	—		(2.50	)
Year ended 7/31/07	$	7.80	(0.01	)Δ	0.90		0.89		(0.04	)	(1.92	)
Year ended 7/31/06	$	10.78	—	ˆΔ	0.15		0.15		—	ˆ	(3.13	)

Micro Cap Value Class B Shares
Six months ended 1/31/11~	$	3.25	(0.02	)Δ	0.48		0.46		—		—
Year ended 7/31/10	$	2.71	(0.03	)Δ	0.57		0.54		—		—
Year ended 7/31/09	$	3.16	(0.01	)Δ	(0.43	)	(0.44	)	—		(0.01	)
Year ended 7/31/08	$	6.39	(0.02	)Δ	(0.71	)	(0.73	)	—		(2.50	)
Year ended 7/31/07	$	7.52	(0.06	)Δ	0.86		0.80		(0.01	)	(1.92	)
Year ended 7/31/06	$	10.56	(0.06	)Δ	0.15		0.09		—		(3.13	)

Micro Cap Value Class C Shares
Six months ended 1/31/11~	$	3.25	(0.02	)Δ	0.48		0.46		—		—
Year ended 7/31/10	$	2.72	(0.04	)Δ	0.57		0.53		—		—
Year ended 7/31/09	$	3.17	(0.01	)Δ	(0.43	)	(0.44	)	—		(0.01	)
Year ended 7/31/08	$	6.39	(0.02	)Δ	(0.70	)	(0.72	)	—		(2.50	)
Year ended 7/31/07	$	7.52	(0.05	)Δ	0.84		0.79		—		(1.92	)
Year ended 7/31/06	$	10.56	(0.06	)Δ	0.15		0.09		—		(3.13	)

Small Cap Value Institutional Shares
Six months ended 1/31/11~	$	16.34	0.08	Δ	2.22		2.30		(0.07	)	—
Year ended 7/31/10	$	13.48	0.11	Δ	2.85		2.96		(0.10	)	—
Year ended 7/31/09	$	17.04	0.21	Δ	(3.55	)	(3.34	)	(0.22	)	—
Year ended 7/31/08	$	20.29	0.19	Δ	(0.91	)	(0.72	)	(0.16	)	(2.37	)
Year ended 7/31/07	$	20.89	0.13	Δ	2.12		2.25		(0.08	)	(2.77	)
Year ended 7/31/06	$	22.82	0.09		0.46		0.55		(0.05	)	(2.43	)

Small Cap Value Class A Shares
Six months ended 1/31/11~	$	16.15	0.05	Δ	2.20		2.25		(0.03	)	—
Year ended 7/31/10	$	13.33	0.06	Δ	2.83		2.89		(0.07	)	—
Year ended 7/31/09	$	16.84	0.18	Δ	(3.51	)	(3.33	)	(0.18	)	—
Year ended 7/31/08	$	20.09	0.14	Δ	(0.90	)	(0.76	)	(0.12	)	(2.37	)
Year ended 7/31/07	$	20.74	0.08	Δ	2.11		2.19		(0.07	)	(2.77	)
Year ended 7/31/06	$	22.68	0.02		0.47		0.49		—		(2.43	)

Small Cap Value Class B Shares
Six months ended 1/31/11~	$	15.42	(0.01	)Δ	2.09		2.08		—		—
Year ended 7/31/10	$	12.77	(0.05	)Δ	2.70		2.65		—		—
Year ended 7/31/09	$	16.11	0.08	Δ	(3.35	)	(3.27	)	(0.07	)	—
Year ended 7/31/08	$	19.34	—	ˆΔ	(0.86	)	(0.86	)	—		(2.37	)
Year ended 7/31/07	$	20.18	(0.08	)Δ	2.05		1.97		(0.04	)	(2.77	)
Year ended 7/31/06	$	22.29	(0.13	)	0.45		0.32		—		(2.43	)

Small Cap Value Class C Shares
Six months ended 1/31/11~	$	15.37	(0.02	)Δ	2.09		2.07		—		—
Year ended 7/31/10	$	12.73	(0.06	)Δ	2.70		2.64		—		—
Year ended 7/31/09	$	16.07	0.08	Δ	(3.33	)	(3.25	)	(0.09	)	—
Year ended 7/31/08	$	19.31	—	ˆΔ	(0.87	)	(0.87	)	—		(2.37	)
Year ended 7/31/07	$	20.14	(0.08	)Δ	2.06		1.98		(0.04	)	(2.77	)
Year ended 7/31/06	$	22.25	(0.14	)	0.46		0.32		—		(2.43	)

See notes to financial highlights
and notes to financial statements.

110

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 (d)

	—		$	4.50		14.80	%*	$	24,527	1.76	%**		1.35	%**		0.09	%**		23	%
	—		$	3.92		20.99	%	$	21,195	1.82	%		1.35	%		(0.16	)%		56	%
	(0.02	)	$	3.24		(12.86	)%	$	17,394	1.89	%		1.35	%		0.64	%		46	%
	(2.51	)	$	3.75		(12.23	)%	$	22,662	1.82	%		1.35	%		0.37	%		49	%
	(1.97	)	$	7.02		12.53	%	$	51,541	1.52	%		1.35	%		0.17	%		72	%
	(3.14	)	$	8.05		1.93	%	$	72,981	1.40	%		1.37	%		0.23	%		42	%

	—		$	4.17		14.88	%*	$	16,534	2.01	%**		1.60	%**		(0.14			23	%
	—		$	3.63		20.60	%	$	11,649	2.07	%		1.60	%		(0.41	)%		56	%
	(0.02	)	$	3.01		(13.18	)%	$	7,497	2.14	%		1.60	%		0.40	%		46	%
	(2.50	)	$	3.49		(12.41	)%	$	10,552	2.06	%		1.60	%		0.16	%		49	%
	(1.96	)	$	6.73		12.24	%	$	11,486	1.77	%		1.60	%		(0.08	)%		72	%
	(3.13	)	$	7.80		1.59	%	$	17,759	1.65	%		1.62	%		(0.05	)%		42	%

	—		$	3.71		14.15	%*	$	797	2.76	%**		2.35	%**		(0.91	)%**		23	%
	—		$	3.25		19.93	%	$	998	2.82	%		2.35	%		(1.15	)%		56	%
	(0.01	)	$	2.71		(13.80	)%	$	1,937	2.89	%		2.35	%		(0.34	)%		46	%
	(2.50	)	$	3.16		(13.23	)%	$	3,032	2.81	%		2.35	%		(0.62	)%		49	%
	(1.93	)	$	6.39		11.38	%	$	5,069	2.53	%		2.35	%		(0.87	)%		72	%
	(3.13	)	$	7.52		0.86	%	$	6,032	2.40	%		2.37	%		(0.73	)%		42	%

	—		$	3.71		14.15	%*	$	4,575	2.76	%**		2.35	%**		(0.90	)%**		23	%
	—		$	3.25		19.49	%	$	2,876	2.82	%		2.35	%		(1.17	)%		56	%
	(0.01	)	$	2.72		(13.75	)%	$	1,446	2.88	%		2.35	%		(0.35	)%		46	%
	(2.50	)	$	3.17		(12.95	)%	$	1,749	2.81	%		2.35	%		(0.62	)%		49	%
	(1.92	)	$	6.39		11.28	%	$	2,853	2.51	%		2.35	%		(0.75	)%		72	%
	(3.13	)	$	7.52		0.86	%	$	5,161	2.40	%		2.37	%		(0.71	)%		42	%

	(0.07	)	$	18.57		14.04	%*	$	70,047	1.32	%**		1.12	%**		0.86	%**		49	%
	(0.10	)	$	16.34		22.00	%	$	59,572	1.31	%		1.16	%		0.67	%		65	%
	(0.22	)	$	13.48		(19.32	)%	$	65,235	1.30	%		1.20	%		1.68	%		68	%
	(2.53	)	$	17.04		(3.68	)%	$	86,463	1.24	%		1.19	%		1.05	%		60	%
	(2.85	)	$	20.29		10.77	%	$	110,873	1.25	%		1.20	%		0.61	%		46	%
	(2.48	)	$	20.89		2.62	%	$	116,503	1.24	%		1.21	%		0.39	%		99	%

	(0.03	)	$	18.37		13.95	%*	$	2,653	1.57	%**		1.37	%**		0.58	%**		49	%
	(0.07	)	$	16.15		21.69	%	$	2,241	1.56	%		1.41	%		0.39	%		65	%
	(0.18	)	$	13.33		(19.56	)%	$	1,275	1.55	%		1.45	%		1.42	%		68	%
	(2.49	)	$	16.84		(3.95	)%	$	1,682	1.50	%		1.45	%		0.77	%		60	%
	(2.84	)	$	20.09		10.53	%	$	2,198	1.50	%		1.45	%		0.36	%		46	%
	(2.43	)	$	20.74		2.36	%	$	2,434	1.49	%		1.46	%		0.11	%		99	%

	—		$	17.50		13.55	%*	$	583	2.32	%**		2.12	%**		(0.15	)%**		49	%
	—		$	15.42		20.76	%	$	581	2.31	%		2.16	%		(0.35	)%		65	%
	(0.07	)	$	12.77		(20.16	)%	$	572	2.30	%		2.20	%		0.68	%		68	%
	(2.37	)	$	16.11		(4.68	)%	$	834	2.25	%		2.20	%		0.03	%		60	%
	(2.81	)	$	19.34		9.63	%	$	1,104	2.25	%		2.20	%		(0.39	)%		46	%
	(2.43	)	$	20.18		1.59	%	$	1,221	2.24	%		2.21	%		(0.64	)%		99	%

	—		$	17.44		13.47	%*	$	1,762	2.32	%**		2.12	%**		(0.21	)%**		49	%
	—		$	15.37		20.83	%	$	828	2.31	%		2.16	%		(0.37	)%		65	%
	(0.09	)	$	12.73		(20.17	)%	$	399	2.30	%		2.20	%		0.68	%		68	%
	(2.37	)	$	16.07		(4.74	)%	$	384	2.25	%		2.20	%		0.01	%		60	%
	(2.81	)	$	19.31		9.66	%	$	713	2.25	%		2.20	%		(0.39	)%		46	%
	(2.43	)	$	20.14		1.59	%	$	839	2.24	%		2.21	%		(0.64	)%		99	%

See notes to financial highlights
and notes to financial statements.

111

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

All Cap Value Institutional Shares
Six months ended 1/31/11 ~	$	13.79		0.10	Δ		2.55			2.65			(0.11	)		—
Year ended 7/31/10	$	12.52		0.16	Δ		1.26			1.42			(0.15	)		—
Year ended 7/31/09	$	17.98		0.24	Δ		(4.42	)		(4.18	)		(0.27	)		(1.01	)
Year ended 7/31/08	$	25.65		0.31	Δ		(4.14	)		(3.83	)		(0.28	)		(3.56	)
Year ended 7/31/07	$	25.68		0.37	Δ		4.19			4.56			(0.36	)		(4.23	)
Year ended 7/31/06	$	26.04		0.26			1.77			2.03			(0.24	)		(2.15	)

All Cap Value Class A Shares
Six months ended 1/31/11 ~	$	13.54		0.08	Δ		2.51			2.59			(0.09	)		—
Year ended 7/31/10	$	12.30		0.12	Δ		1.24			1.36			(0.12	)		—
Year ended 7/31/09	$	17.69		0.21	Δ		(4.35	)		(4.14	)		(0.24	)		(1.01	)
Year ended 7/31/08	$	25.30		0.25	Δ		(4.07	)		(3.82	)		(0.23	)		(3.56	)
Year ended 7/31/07	$	25.39		0.30	Δ		4.13			4.43			(0.29	)		(4.23	)
Year ended 7/31/06	$	25.76		0.19			1.77			1.96			(0.18	)		(2.15	)

All Cap Value Class B Shares
Six months ended 1/31/11 ~	$	12.83		0.02	Δ		2.37			2.39			(0.04	)		—
Year ended 7/31/10	$	11.66		0.02	Δ		1.17			1.19			(0.02	)		—
Year ended 7/31/09	$	16.90		0.11	Δ		(4.18	)		(4.07	)		(0.16	)		(1.01	)
Year ended 7/31/08	$	24.35		0.09	Δ		(3.89	)		(3.80	)		(0.09	)		(3.56	)
Year ended 7/31/07	$	24.61		0.10	Δ		3.99			4.09			(0.12	)		(4.23	)
Year ended 7/31/06	$	25.11		—	ˆ		1.71			1.71			(0.06	)		(2.15	)

All Cap Value Class C Shares
Six months ended 1/31/11 ~	$	12.79		0.02	Δ		2.37			2.39			(0.05	)		—
Year ended 7/31/10	$	11.63		0.02	Δ		1.17			1.19			(0.03	)		—
Year ended 7/31/09	$	16.86		0.11	Δ		(4.16	)		(4.05	)		(0.17	)		(1.01	)
Year ended 7/31/08	$	24.32		0.09	Δ		(3.89	)		(3.80	)		(0.10	)		(3.56	)
Year ended 7/31/07	$	24.59		0.11	Δ		3.98			4.09			(0.13	)		(4.23	)
Year ended 7/31/06	$	25.09		—	ˆ		1.71			1.71			(0.06	)		(2.15	)

Disciplined Large Cap Value Institutional Shares
Six months ended 1/31/11 ~	$	9.42		0.09	Δ		1.50			1.59			(0.11	)		—
Year ended 7/31/10	$	8.55		0.15	Δ		0.86			1.01			(0.14	)		—
Year ended 7/31/09	$	11.48		0.22	Δ		(2.74	)		(2.52	)		(0.25	)		(0.16	)
Year ended 7/31/08	$	14.39		0.25	Δ		(2.03	)		(1.78	)		(0.23	)		(0.90	)
Year ended 7/31/07	$	14.72		0.22	Δ@		1.80			2.02			(0.22	)		(2.13	)
Year ended 7/31/06	$	15.08		0.21			1.07			1.28			(0.20	)		(1.44	)

Disciplined Large Cap Value Class A Shares
Six months ended 1/31/11 ~	$	9.39		0.08	Δ		1.49			1.57			(0.10	)		—
Year ended 7/31/10	$	8.52		0.13	Δ		0.85			0.98			(0.11	)		—
Year ended 7/31/09	$	11.44		0.19	Δ		(2.72	)		(2.53	)		(0.23	)		(0.16	)
Year ended 7/31/08	$	14.35		0.21	Δ		(2.03	)		(1.82	)		(0.19	)		(0.90	)
Year ended 7/31/07	$	14.69		0.18	Δ@		1.79			1.97			(0.18	)		(2.13	)
Year ended 7/31/06	$	15.05		0.17			1.07			1.24			(0.16	)		(1.44	)

Disciplined Large Cap Value Class B Shares
Six months ended 1/31/11 ~	$	9.49		0.04	Δ		1.52			1.56			(0.06	)		—
Year ended 7/31/10	$	8.62		0.06	Δ		0.85			0.91			(0.04	)		—
Year ended 7/31/09	$	11.57		0.14	Δ		(2.76	)		(2.62	)		(0.17	)		(0.16	)
Year ended 7/31/08	$	14.49		0.12	Δ		(2.05	)		(1.93	)		(0.09	)		(0.90	)
Year ended 7/31/07	$	14.81		0.08	Δ@		1.80			1.88			(0.07	)		(2.13	)
Year ended 7/31/06	$	15.17		0.06			1.08			1.14			(0.06	)		(1.44	)

Disciplined Large Cap Value Class C Shares
Six months ended 1/31/11 ~	$	9.27		0.04	Δ		1.48			1.52			(0.06	)		—
Year ended 7/31/10	$	8.42		0.05	Δ		0.85			0.90			(0.05	)		—
Year ended 7/31/09	$	11.32		0.13	Δ		(2.70	)		(2.57	)		(0.17	)		(0.16	)
Year ended 7/31/08	$	14.21		0.11	Δ		(2.01	)		(1.90	)		(0.09	)		(0.90	)
Year ended 7/31/07	$	14.56		0.08	Δ@		1.77			1.85			(0.07	)		(2.13	)
Year ended 7/31/06	$	14.94		0.06			1.06			1.12			(0.06	)		(1.44	)

See notes to financial highlights
and notes to financial statements.

112

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 (d)

	(0.11	)	$	16.33		19.27	%*	$	76,911	1.47	%**		1.01	%**		1.33	%**		28	%
	(0.15	)	$	13.79		11.30	%	$	86,521	1.42	%		1.07	%		1.12	%		37	%
	(1.28	)	$	12.52		(22.15	)%	$	93,858	1.40	%		1.16	%		2.00	%		42	%
	(3.84	)	$	17.98		(17.47	)%	$	165,714	1.34	%		1.19	%		1.43	%		43	%
	(4.59	)	$	25.65		18.93	%	$	223,709	1.31	%		1.22	%		1.40	%		23	%
	(2.39	)	$	25.68		8.38	%	$	226,189	1.31	%		1.29	%		0.99	%		40	%

	(0.09	)	$	16.04		19.19	%*	$	34,488	1.72	%**		1.26	%**		1.06	%**		28	%
	(0.12	)	$	13.54		11.01	%	$	35,731	1.67	%		1.32	%		0.86	%		37	%
	(1.25	)	$	12.30		(22.29	)%	$	33,491	1.65	%		1.41	%		1.72	%		42	%
	(3.79	)	$	17.69		(17.65	)%	$	52,999	1.59	%		1.44	%		1.19	%		43	%
	(4.52	)	$	25.30		18.58	%	$	44,717	1.56	%		1.47	%		1.14	%		23	%
	(2.33	)	$	25.39		8.16	%	$	38,714	1.56	%		1.54	%		0.74	%		40	%

	(0.04	)	$	15.18		18.68	%*	$	3,699	2.47	%**		2.01	%**		0.31	%**		28	%
	(0.02	)	$	12.83		10.24	%	$	4,182	2.42	%		2.07	%		0.14	%		37	%
	(1.17	)	$	11.66		(22.98	)%	$	8,991	2.40	%		2.16	%		0.99	%		42	%
	(3.65	)	$	16.90		(18.24	)%	$	15,431	2.34	%		2.19	%		0.43	%		43	%
	(4.35	)	$	24.35		17.65	%	$	23,974	2.31	%		2.22	%		0.40	%		23	%
	(2.21	)	$	24.61		7.33	%	$	21,679	2.31	%		2.29	%		(0.01	)%		40	%

	(0.05	)	$	15.13		18.67	%*	$	4,109	2.47	%**		2.01	%**		0.31	%**		28	%
	(0.03	)	$	12.79		10.20	%	$	4,054	2.42	%		2.07	%		0.13	%		37	%
	(1.18	)	$	11.63		(22.97	)%	$	5,102	2.39	%		2.16	%		0.98	%		42	%
	(3.66	)	$	16.86		(18.25	)%	$	8,647	2.34	%		2.19	%		0.43	%		43	%
	(4.36	)	$	24.32		17.67	%	$	8,150	2.31	%		2.22	%		0.40	%		23	%
	(2.21	)	$	24.59		7.33	%	$	4,455	2.31	%		2.29	%		(0.01	)%		40	%

	(0.11	)	$	10.90		16.99	%*	$	212,518	1.11	%**		0.88	%**		1.87	%**		37	%
	(0.14	)	$	9.42		11.80	%	$	331,332	1.07	%		0.92	%		1.58	%		54	%
	(0.41	)	$	8.55		(21.78	)%	$	308,345	1.07	%		0.98	%		2.58	%		58	%
	(1.13	)	$	11.48		(13.52	)%	$	487,006	1.08	%		1.01	%		1.88	%		47	%
	(2.35	)	$	14.39		14.52	%@	$	649,497	1.07	%		1.03	%		1.50	%		49	%
	(1.64	)	$	14.72		9.29	%	$	581,507	1.07	%		1.07	%		1.40	%		57	%

	(0.10	)	$	10.86		16.79	%*	$	11,795	1.36	%**		1.13	%**		1.58	%**		37	%
	(0.11	)	$	9.39		11.56	%	$	10,845	1.32	%		1.17	%		1.33	%		54	%
	(0.39	)	$	8.52		(22.02	)%	$	11,024	1.32	%		1.23	%		2.32	%		58	%
	(1.09	)	$	11.44		(13.67	)%	$	17,759	1.33	%		1.26	%		1.63	%		47	%
	(2.31	)	$	14.35		14.13	%@	$	29,725	1.32	%		1.27	%		1.24	%		49	%
	(1.60	)	$	14.69		9.05	%	$	22,968	1.32	%		1.32	%		1.16	%		57	%

	(0.06	)	$	10.99		16.47	%*	$	1,159	2.11	%**		1.88	%**		0.84	%**		37	%
	(0.04	)	$	9.49		10.61	%	$	1,315	2.07	%		1.92	%		0.58	%		54	%
	(0.33	)	$	8.62		(22.52	)%	$	1,991	2.07	%		1.98	%		1.61	%		58	%
	(0.99	)	$	11.57		(14.40	)%	$	3,932	2.08	%		2.01	%		0.88	%		47	%
	(2.20	)	$	14.49		13.38	%@	$	5,872	2.07	%		2.03	%		0.50	%		49	%
	(1.50	)	$	14.81		8.22	%	$	5,783	2.07	%		2.07	%		0.40	%		57	%

	(0.06	)	$	10.73		16.41	%*	$	438	2.11	%**		1.88	%**		0.83	%**		37	%
	(0.05	)	$	9.27		10.66	%	$	583	2.07	%		1.92	%		0.59	%		54	%
	(0.33	)	$	8.42		(22.55	)%	$	778	2.07	%		1.98	%		1.59	%		58	%
	(0.99	)	$	11.32		(14.40	)%	$	1,756	2.08	%		2.01	%		0.88	%		47	%
	(2.20	)	$	14.21		13.34	%@	$	2,533	2.07	%		2.02	%		0.50	%		49	%
	(1.50	)	$	14.56		8.21	%	$	2,227	2.07	%		2.07	%		0.41	%		57	%

See notes to financial highlights
and notes to financial statements.

113

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

Structured Large Cap Plus Institutional Shares
Six months ended 1/31/11~	$	10.07		0.07	Δ		1.81	†		1.88			(0.13	)		—
Year ended 7/31/10	$	9.05		0.10	Δ		1.02			1.12			(0.10	)		—
Year ended 7/31/09	$	14.66		0.17	Δ		(5.53	)		(5.36	)		(0.25	)		—
Year ended 7/31/08	$	16.95		0.14	Δ		(2.22	)		(2.08	)		(0.13	)		(0.08	)
Year ended 7/31/07	$	15.16		0.17	Δ		1.80			1.97			(0.12	)		(0.06	)
Year ended 7/31/06	$	14.61		0.17			0.72			0.89			(0.16	)		(0.18	)

Structured Large Cap Plus Class A Shares
Six months ended 1/31/11~	$	9.93		0.05	Δ		1.80	†		1.85			(0.11	)		—
Year ended 7/31/10	$	8.94		0.08	Δ		0.99			1.07			(0.08	)		—
Year ended 7/31/09	$	14.45		0.15	Δ		(5.43	)		(5.28	)		(0.23	)		—
Year ended 7/31/08	$	16.71		0.10	Δ		(2.20	)		(2.10	)		(0.08	)		(0.08	)
Year ended 7/31/07	$	14.96		0.12	Δ		1.78			1.90			(0.09	)		(0.06	)
Year ended 7/31/06	$	14.42		0.13			0.71			0.84			(0.12	)		(0.18	)

Structured Large Cap Plus Class B Shares
Six months ended 1/31/11~	$	9.88		0.01	Δ		1.79	†		1.80			(0.03	)		—
Year ended 7/31/10	$	8.88		—	ˆΔ		1.02			1.02			(0.02	)		—
Year ended 7/31/09	$	14.41		0.07	Δ		(5.44	)		(5.37	)		(0.16	)		—
Year ended 7/31/08	$	16.69		(0.02	)Δ		(2.18	)		(2.20	)		—			(0.08	)
Year ended 7/31/07	$	14.98		—	Δ		1.78			1.78			(0.01	)		(0.06	)
Year ended 7/31/06	$	14.46		0.01			0.72			0.73			(0.03	)		(0.18	)

Structured Large Cap Plus Class C Shares
Six months ended 1/31/11~	$	9.89		0.01	Δ		1.78	†		1.79			(0.05	)		—
Year ended 7/31/10	$	8.91		—	ˆΔ		1.00			1.00			(0.02	)		—
Year ended 7/31/09	$	14.41		0.10	Δ		(5.45	)		(5.35	)		(0.15	)		—
Year ended 7/31/08	$	16.70		(0.02	)Δ		(2.19	)		(2.21	)		—			(0.08	)
Year ended 7/31/07	$	14.98		—	Δ		1.79			1.79			(0.01	)		(0.06	)
Year ended 7/31/06	$	14.46		0.01			0.72			0.73			(0.03	)		(0.18	)

See notes to financial highlights
and notes to financial statements.

114

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 (d)

	(0.13	)	$	11.82		18.79	%*†	$	87,269	1.71	%Ω**		1.37	%Ω**		1.24	%**		101	%
	(0.10	)	$	10.07		12.35	%	$	76,897	2.04	%Ω!		1.68	%Ω!		1.01	%		180	%
	(0.25	)	$	9.05		(36.73	)%	$	72,778	2.08	%Ω!		1.71	%Ω!		1.71	%		188	%
	(0.21	)	$	14.66		(12.31	)%	$	133,506	1.76	%Ω		1.51	%Ω		0.89	%		147	%
	(0.18	)	$	16.95		12.94	%	$	180,126	1.02	%Ω		0.92	%Ω		0.99	%		141	%
	(0.34	)	$	15.16		6.12	%	$	166,510	1.03	%		0.92	%		1.09	%		126	%

	(0.11	)	$	11.67		18.72		$	5,561	1.96	%Ω**		1.61	%Ω**		0.99	%**		101	%
	(0.08	)	$	9.93		11.96	%	$	5,028	2.29	%Ω!		1.93	%Ω!		0.77	%		180	%
	(0.23	)	$	8.94		(36.73	)%	$	5,648	2.29	%Ω!		1.93	%Ω!		1.50	%		188	%
	(0.16	)	$	14.45		(12.65	)%	$	12,505	2.01	%Ω		1.76	%Ω		0.63	%		147	%
	(0.15	)	$	16.71		12.70	%	$	18,972	1.27	%Ω		1.17	%Ω		0.75	%		141	%
	(0.30	)	$	14.96		5.84	%	$	20,923	1.27	%		1.17	%		0.85	%		126	%

	(0.03	)	$	11.65		18.24	%*†	$	181	2.71	%Ω**		2.36	%Ω**		0.27	%**		101	%
	(0.02	)	$	9.88		11.52	%	$	233	3.04	%Ω!		2.69	%Ω!		0.02	%		180	%
	(0.16	)	$	8.88		(37.43	)%	$	347	3.05	%Ω!		2.70	%Ω!		0.75	%		188	%
	(0.08	)	$	14.41		(13.24	)%	$	723	2.76	%Ω		2.51	%Ω		(0.11	)%		147	%
	(0.07	)	$	16.69		11.86	%	$	1,044	2.03	%Ω		1.92	%Ω		(0.01	)%		141	%
	(0.21	)	$	14.98		5.07	%	$	953	2.03	%		1.92	%		0.09	%		126	%

	(0.05	)	$	11.63		18.13	%*†	$	37	2.71	%Ω**		2.37	%Ω**		0.23	%**		101	%
	(0.02	)	$	9.89		11.17	%	$	48	3.06	%Ω!		2.69	%Ω!		0.03	%		180	%
	(0.15	)	$	8.91		(37.34	)%	$	22	2.81	%Ω!		2.50	%Ω!		1.05	%		188	%
	(0.08	)	$	14.41		(13.29	)%	$	75	2.76	%Ω		2.51	%Ω		(0.11	)%		147	%
	(0.07	)	$	16.70		11.93	%	$	125	2.03	%Ω		1.92	%Ω		(0.02	)%		141	%
	(0.21	)	$	14.98		5.07	%	$	112	2.02	%		1.92	%		0.13	%		126	%

See notes to financial highlights
and notes to financial statements.

115

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

Equity Index Institutional Shares
Six months ended 1/31/11 ~	$	20.97		0.20	Δ		3.49			3.69			(0.21	)		(0.78	)
Year ended 7/31/10	$	18.76		0.39	Δ		2.19			2.58			(0.37	)		—
Year ended 7/31/09	$	24.05		0.44	Δ		(5.24	)		(4.80	)		(0.49	)		—
Year ended 7/31/08	$	27.60		0.52	Δ		(3.58	)		(3.06	)		(0.49	)		—
Year ended 7/31/07	$	24.24		0.50	Δ		3.35			3.85			(0.49	)		—
Year ended 7/31/06	$	23.46		0.42	Δ		0.79			1.21			(0.43	)		—

Equity Index Class A Shares
Six months ended 1/31/11 ~	$	20.90		0.17	Δ		3.48			3.65			(0.19	)		(0.78	)
Year ended 7/31/10	$	18.70		0.34	Δ		2.18			2.52			(0.32	)		—
Year ended 7/31/09	$	23.97		0.40	Δ		(5.22	)		(4.82	)		(0.45	)		—
Year ended 7/31/08	$	27.51		0.46	Δ		(3.58	)		(3.12	)		(0.42	)		—
Year ended 7/31/07	$	24.16		0.43	Δ		3.34			3.77			(0.42	)		—
Year ended 7/31/06	$	23.38		0.36	Δ		0.80			1.16			(0.38	)		—

Equity Index Class B Shares
Six months ended 1/31/11 ~	$	20.77		0.09	Δ		3.46			3.55			(0.10	)		(0.78	)
Year ended 7/31/10	$	18.58		0.18	Δ		2.17			2.35			(0.16	)		—
Year ended 7/31/09	$	23.84		0.26	Δ		(5.19	)		(4.93	)		(0.33	)		—
Year ended 7/31/08	$	27.34		0.26	Δ		(3.56	)		(3.30	)		(0.20	)		—
Year ended 7/31/07	$	24.01		0.22	Δ		3.33			3.55			(0.22	)		—
Year ended 7/31/06	$	23.24		0.18	Δ		0.79			0.97			(0.20	)		—

Equity Index Class C Shares
Six months ended 1/31/11 ~	$	20.75		0.09	Δ		3.42			3.51			(0.10	)		(0.78	)
Year ended 7/31/10	$	18.59		0.18	Δ		2.13			2.31			(0.15	)		—
Year ended 7/31/09	$	23.86		0.26	Δ		(5.20	)		(4.94	)		(0.33	)		—
Year ended 7/31/08	$	27.37		0.26	Δ		(3.57	)		(3.31	)		(0.20	)		—
Year ended 7/31/07	$	24.03		0.22	Δ		3.34			3.56			(0.22	)		—
Year ended 7/31/06	$	23.26		0.18	Δ		0.78			0.96			(0.19	)		—

Equity Index Select Shares
Six months ended 1/31/11 ~	$	20.97		0.19	Δ		2.50			2.69			(0.20	)		(0.78	)
Year ended 7/31/10	$	18.76		0.37	Δ		2.20			2.57			(0.36	)		—
Year ended 7/31/09	$	24.05		0.42	Δ		(5.23	)		(4.81	)		(0.48	)		—
Year ended 7/31/08	$	27.59		0.50	Δ		(3.58	)		(3.08	)		(0.46	)		—
Year ended 7/31/07	$	24.23		0.47	Δ		3.35			3.82			(0.46	)		—
Year ended 7/31/06	$	23.45		0.40	Δ		0.80			1.20			(0.42	)		—

Equity Index Preferred Shares
Six months ended 1/31/11 ~	$	20.96		0.18	Δ		2.52			2.70			(0.20	)		(0.78	)
Year ended 7/31/10	$	18.76		0.36	Δ		2.18			2.54			(0.34	)		—
Year ended 7/31/09	$	24.05		0.42	Δ		(5.25	)		(4.83	)		(0.46	)		—
Year ended 7/31/08	$	27.59		0.48	Δ		(3.58	)		(3.10	)		(0.44	)		—
Year ended 7/31/07	$	24.23		0.45	Δ		3.37			3.82			(0.46	)		—
Year ended 7/31/06	$	23.45		0.39	Δ		0.79			1.18			(0.40	)		—

Equity Index Trust Shares
Six months ended 1/31/11 ~	$	20.97		0.17	Δ		2.53			2.70			(0.18	)		(0.78	)
Year ended 7/31/10	$	18.76		0.34	Δ		2.19			2.53			(0.32	)		—
Year ended 7/31/09	$	24.05		0.41	Δ		(5.25	)		(4.84	)		(0.45	)		—
Year ended 7/31/08	$	27.60		0.46	Δ		(3.60	)		(3.14	)		(0.41	)		—
Year ended 7/31/07	$	24.23		0.43	Δ		3.36			3.79			(0.42	)		—
Year ended 7/31/06	$	23.45		0.36	Δ		0.79			1.15			(0.37	)		—

See notes to financial highlights
and notes to financial statements.

116

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 to Average Net Assets			Portfolio Turnover Rate (d)

	(0.99	)	$	23.67		17.89	%*	$	179,334		0.60	%**		0.19	%**		1.78	%**		1	%
	(0.37	)	$	20.97		13.77	%	$	148,671		0.61	%		0.19	%		1.87	%		6	%
	(0.49	)	$	18.76		(19.89	)%	$	141,566		0.62	%		0.19	%		2.47	%		7	%
	(0.49	)	$	24.05		(11.27	)%	$	169,016		0.60	%		0.19	%		1.97	%		4	%
	(0.49	)	$	27.60		15.92	%	$	193,180		0.61	%		0.19	%		1.84	%		4	%
	(0.43	)	$	24.24		5.21	%	$	184,177		0.60	%		0.19	%		1.75	%		6	%

	(0.97	)	$	23.58		17.71	%*	$	44,278		0.85	%**		0.44	%**		1.53	%**		1	%
	(0.32	)	$	20.90		13.47	%	$	37,146		0.86	%		0.44	%		1.62	%		6	%
	(0.45	)	$	18.70		(20.05	)%	$	41,527		0.87	%		0.44	%		2.22	%		7	%
	(0.42	)	$	23.97		(11.51	)%	$	55,640		0.85	%		0.44	%		1.71	%		4	%
	(0.42	)	$	27.51		15.65	%	$	65,640		0.86	%		0.44	%		1.59	%		4	%
	(0.38	)	$	24.16		4.97	%	$	65,204		0.85	%		0.44	%		1.52	%		6	%

	(0.88	)	$	23.44		17.31	%*	$	1,243		1.60	%**		1.19	%**		0.80	%**		1	%
	(0.16	)	$	20.77		12.62	%	$	1,381		1.61	%		1.19	%		0.86	%		6	%
	(0.33	)	$	18.58		(20.68	)%	$	1,989		1.62	%		1.19	%		1.49	%		7	%
	(0.20	)	$	23.84		(12.15	)%	$	3,029		1.60	%		1.19	%		0.97	%		4	%
	(0.22	)	$	27.34		14.79	%	$	3,961		1.61	%		1.19	%		0.84	%		4	%
	(0.20	)	$	24.01		4.17	%	$	4,229		1.60	%		1.19	%		0.76	%		6	%

	(0.88	)	$	23.38		17.16	%*	$	1,109		1.60	%**		1.19	%**		0.79	%**		1	%
	(0.15	)	$	20.75		12.43	%	$	1,032		1.61	%		1.19	%		0.88	%		6	%
	(0.33	)	$	18.59		(20.69	)%	$	1,452		1.62	%		1.19	%		1.46	%		7	%
	(0.20	)	$	23.86		(12.17	)%	$	1,876		1.60	%		1.19	%		0.97	%		4	%
	(0.22	)	$	27.37		14.81	%	$	2,223		1.61	%		1.19	%		0.83	%		4	%
	(0.19	)	$	24.03		4.15	%	$	1,998		1.60	%		1.19	%		0.77	%		6	%

	(0.98	)	$	23.66		17.80	%*	$	8,736		0.68	%**		0.27	%**		1.72	%**		1	%
	(0.36	)	$	20.97		13.68	%	$	8,841		0.69	%		0.27	%		1.79	%		6	%
	(0.48	)	$	18.76		(19.95	)%	$	9,732		0.70	%		0.27	%		2.38	%		7	%
	(0.46	)	$	24.05		(11.32	)%	$	11,175		0.68	%		0.27	%		1.87	%		4	%
	(0.46	)	$	27.59		15.83	%	$	17,852		0.69	%		0.27	%		1.76	%		4	%
	(0.42	)	$	24.23		5.13	%	$	17,558		0.68	%		0.27	%		1.67	%		6	%

	(0.98	)	$	23.66		17.82	%*	$	96,342		0.75	%**		0.34	%**		1.60	%**		1	%
	(0.34	)	$	20.96		13.61	%	$	44,378		0.76	%		0.34	%		1.71	%		6	%
	(0.46	)	$	18.76		(20.04	)%	$	43,098		0.77	%		0.34	%		2.33	%		7	%
	(0.44	)	$	24.05		(11.38	)%	$	56,847		0.75	%		0.34	%		1.81	%		4	%
	(0.46	)	$	27.59		15.76	%	$	69,251		0.76	%		0.34	%		1.68	%		4	%
	(0.40	)	$	24.23		5.06	%	$	64,939		0.75	%		0.34	%		1.62	%		6	%

	(0.98	)	$	23.67		17.74	%*	$	30,660		0.85	%**		0.44	%**		1.55	%**		1	%
	(0.32	)	$	20.97		13.49	%	$	31,979		0.86	%		0.44	%		1.62	%		6	%
	(0.45	)	$	18.76		(20.08	)%	$	27,411		0.87	%		0.44	%		2.24	%		7	%
	(0.41	)	$	24.05		(11.51	)%	$	53,924		0.85	%		0.44	%		1.72	%		4	%
	(0.42	)	$	27.60		15.69	%	$	68,661		0.86	%		0.44	%		1.59	%		4	%
	(0.37	)	$	24.23		4.95	%	$	67,747		0.85	%		0.44	%		1.52	%		6	%

See notes to financial highlights
and notes to financial statements.

117

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

International Equity Institutional Shares
Six months ended 1/31/11 ~	$	7.35		0.04	Δ		1.24			1.28			(0.19	)		—
Year ended 7/31/10	$	7.25		0.16	Δ		0.19			0.35			(0.25	)		—
Year ended 7/31/09	$	12.24		0.22	Δ		(3.59	)		(3.37	)		(0.19	)		(1.43	)
Year ended 7/31/08	$	15.55		0.45	Δ		(2.30	)		(1.85	)		(0.46	)		(1.00	)
Year ended 7/31/07	$	12.83		0.18	Δ@		2.92			3.10			(0.11	)		(0.27	)
Year ended 7/31/06	$	10.79		0.15	Δ		2.37			2.52			(0.20	)		(0.28	)

International Equity Class A Shares
Six months ended 1/31/11 ~	$	7.33		0.02	Δ		1.26			1.28			(0.17	)		—
Year ended 7/31/10	$	7.24		0.14	Δ		0.19			0.33			(0.24	)		—
Year ended 7/31/09	$	12.23		0.20	Δ		(3.59	)		(3.39	)		(0.17	)		(1.43	)
Year ended 7/31/08	$	15.54		0.40	Δ		(2.28	)		(1.88	)		(0.43	)		(1.00	)
Year ended 7/31/07	$	12.84		0.15	Δ@		2.92			3.07			(0.10	)		(0.27	)
Year ended 7/31/06	$	10.80		0.13	Δ		2.36			2.49			(0.17	)		(0.28	)

International Equity Class B Shares
Six months ended 1/31/11 ~	$	7.15		—	ˆΔ		1.20			1.20			(0.05	)		—
Year ended 7/31/10	$	7.09		0.08	Δ		0.18			0.26			(0.20	)		—
Year ended 7/31/09	$	11.95		0.14	Δ		(3.48	)		(3.34	)		(0.09	)		(1.43	)
Year ended 7/31/08	$	15.21		0.29	Δ		(2.23	)		(1.94	)		(0.32	)		(1.00	)
Year ended 7/31/07	$	12.64		0.04	Δ@		2.86			2.90			(0.06	)		(0.27	)
Year ended 7/31/06	$	10.66		0.04	Δ		2.32			2.36			(0.10	)		(0.28	)

International Equity Class C Shares
Six months ended 1/31/11 ~	$	6.84		—	ˆΔ		1.16			1.16			(0.10	)		—
Year ended 7/31/10	$	6.79		0.08	Δ		0.18			0.26			(0.21	)		—
Year ended 7/31/09	$	11.61		0.14	Δ		(3.42	)		(3.28	)		(0.11	)		(1.43	)
Year ended 7/31/08	$	14.81		0.30	Δ		(2.18	)		(1.88	)		(0.32	)		(1.00	)
Year ended 7/31/07	$	12.31		0.02	Δ@		2.81			2.83			(0.06	)		(0.27	)
Year ended 7/31/06	$	10.39		0.03	Δ		2.28			2.31			(0.11	)		(0.28	)

Strategic Income Institutional Shares
Six months ended 1/31/11 ~	$	10.02		0.27	Δ		0.29			0.56			(0.26	)		—
Year ended 7/31/10	$	8.95		0.53	Δ		1.26			1.79			(0.72	)		—
Year ended 7/31/09	$	9.38		0.57	Δ		(0.38	)		0.19			(0.61	)		(0.01	)
Year ended 7/31/08	$	11.18		0.55	Δ		(1.41	)		(0.85	)		(0.61	)		(0.33	)
Year ended 7/31/07	$	11.28		0.55	Δ		0.01			0.56			(0.55	)		(0.11	)
Year ended 7/31/06	$	11.54		0.52	Δ		(0.23	)		0.29			(0.52	)		(0.03	)

Strategic Income Class A Shares
Six months ended 1/31/11 ~	$	10.00		0.26	Δ		0.29			0.55			(0.25	)		—
Year ended 7/31/10	$	8.93		0.51	Δ		1.26			1.77			(0.70	)		—
Year ended 7/31/09	$	9.36		0.56	Δ		(0.39	)		0.17			(0.59	)		(0.01	)
Year ended 7/31/08	$	11.15		0.53	Δ		(1.41	)		(0.88	)		(0.58	)		(0.33	)
Year ended 7/31/07	$	11.25		0.52	Δ		0.02			0.54			(0.52	)		(0.11	)
Year ended 7/31/06	$	11.51		0.48	Δ		(0.22	)		0.26			(0.49	)		(0.03	)

Strategic Income Class B Shares
Six months ended 1/31/11 ~	$	9.99		0.22	Δ		0.29			0.51			(0.21	)		—
Year ended 7/31/10	$	8.93		0.44	Δ		1.25			1.69			(0.63	)		—
Year ended 7/31/09	$	9.36		0.50	Δ		(0.38	)		0.12			(0.54	)		(0.01	)
Year ended 7/31/08	$	11.15		0.45	Δ		(1.41	)		(0.96	)		(0.50	)		(0.33	)
Year ended 7/31/07	$	11.25		0.43	Δ		0.02			0.45			(0.44	)		(0.11	)
Year ended 7/31/06	$	11.51		0.40	Δ		(0.23	)		0.17			(0.40	)		(0.03	)

Strategic Income Class C Shares
Six months ended 1/31/11 ~	$	9.90		0.22	Δ		0.28			0.50			(0.21	)		—
Year ended 7/31/10	$	8.85		0.43	Δ		1.25			1.68			(0.63	)		—
Year ended 7/31/09	$	9.29		0.49	Δ		(0.38	)		0.11			(0.54	)		(0.01	)
Year ended 7/31/08	$	11.07		0.45	Δ		(1.40	)		(0.95	)		(0.50	)		(0.33	)
Year ended 7/31/07	$	11.17		0.43	Δ		0.02			0.45			(0.44	)		(0.11	)
Year ended 7/31/06	$	11.43		0.40	Δ		(0.23	)		0.17			(0.40	)		(0.03	)

See notes to financial highlights
and notes to financial statements.

118

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 (d)

	(0.19	)	$	8.44		17.42	%*	$	232,455		1.35	%**		1.17	%‡**		0.89	%**		51	%
	(0.25	)	$	7.35		4.61	%	$	229,888		1.34	%		1.18	%‡		2.18	%		137	%
	(1.62	)	$	7.25		(24.36	)%	$	233,968		1.34	%		1.22	%‡		3.01	%		104	%
	(1.46	)	$	12.24		(13.56	)%	$	420,993		1.36	%		1.26	%		3.13	%		155	%
	(0.38	)	$	15.55		24.57	%@	$	469,183		1.36	%		1.35	%		1.29	%		20	%
	(0.48	)	$	12.83		23.86	%	$	434,572		1.37	%		1.35	%		1.24	%		23	%

	(0.17	)	$	8.44		17.44	%*	$	11,279		1.60	%**		1.42	%‡**		0.62	%**		51	%
	(0.24	)	$	7.33		4.34	%	$	10,216		1.59	%		1.43	%‡		1.87	%		137	%
	(1.60	)	$	7.24		(24.64	)%	$	11,754		1.59	%		1.47	%‡		2.74	%		104	%
	(1.43	)	$	12.23		(13.81	)%	$	20,160		1.60	%		1.50	%		2.80	%		155	%
	(0.37	)	$	15.54		24.35	%@	$	21,533		1.61	%		1.60	%		1.06	%		20	%
	(0.45	)	$	12.84		23.53	%	$	27,725		1.62	%		1.60	%		1.03	%		23	%

	(0.05	)	$	8.30		16.85	%*	$	497		2.35	%**		2.17	%‡**		(0.09	)%**		51	%
	(0.20	)	$	7.15		3.57	%	$	565		2.34	%		2.18	%‡		1.02	%		137	%
	(1.52	)	$	7.09		(25.00	)%	$	978		2.34	%		2.22	%‡		1.99	%		104	%
	(1.32	)	$	11.95		(14.45	)%	$	2,177		2.36	%		2.26	%		2.10	%		155	%
	(0.33	)	$	15.21		23.36	%@	$	2,677		2.35	%		2.35	%		0.32	%		20	%
	(0.38	)	$	12.64		22.59	%	$	2,060		2.37	%		2.35	%		0.32	%		23	%

	(0.10	)	$	7.90		16.97	%*	$	313		2.35	%**		2.17	%‡**		(0.12	)%**		51	%
	(0.21	)	$	6.84		3.59	%	$	310		2.34	%		2.18	%‡		1.11	%		137	%
	(1.54	)	$	6.79		(25.18	)%	$	378		2.34	%		2.22	%‡		2.01	%		104	%
	(1.32	)	$	11.61		(14.43	)%	$	721		2.36	%		2.26	%		2.19	%		155	%
	(0.33	)	$	14.81		23.40	%@	$	878		2.35	%		2.35	%		0.16	%		20	%
	(0.39	)	$	12.31		22.61	%	$	1,139		2.37	%		2.35	%		0.29	%		23	%

	(0.26	)	$	10.32		5.78	%*	$	86,173		1.37	%**		0.81	%**		5.31	%**		18	%
	(0.72	)	$	10.02		20.39	%	$	80,807		1.40	%		0.87	%		5.51	%		31	%
	(0.62	)	$	8.95		3.38	%	$	59,493		1.40	%		0.93	%		7.29	%		32	%
	(0.94	)	$	9.38		(8.30	)%	$	90,639		1.35	%		0.96	%		5.28	%		32	%
	(0.66	)	$	11.18		4.97	%	$	116,454		1.34	%		1.06	%		4.75	%		18	%
	(0.55	)	$	11.28		2.61	%	$	107,130		1.34	%		1.31	%		4.56	%		8	%

	(0.25	)	$	10.30		5.66	%*	$	22,057		1.62	%**		1.06	%**		5.06	%**		18	%
	(0.70	)	$	10.00		20.27	%	$	19,461		1.65	%		1.12	%		5.27	%		31	%
	(0.60	)	$	8.93		3.02	%	$	13,406		1.65	%		1.18	%		7.05	%		32	%
	(0.91	)	$	9.36		(8.46	)%	$	14,768		1.60	%		1.21	%		5.21	%		32	%
	(0.64	)	$	11.15		4.72	%	$	4,904		1.59	%		1.31	%		4.49	%		18	%
	(0.52	)	$	11.25		2.36	%	$	4,429		1.59	%		1.56	%		4.30	%		8	%

	(0.21	)	$	10.29		5.16	%*	$	714		2.37	%**		1.81	%**		4.28	%**		18	%
	(0.63	)	$	9.99		19.38	%	$	729		2.40	%		1.87	%		4.56	%		31	%
	(0.55	)	$	8.93		2.26	%	$	767		2.40	%		1.93	%		6.31	%		32	%
	(0.83	)	$	9.36		(9.15	)%	$	979		2.35	%		1.96	%		4.27	%		32	%
	(0.55	)	$	11.15		3.94	%	$	1,528		2.34	%		2.05	%		3.76	%		18	%
	(0.43	)	$	11.25		1.60	%	$	1,588		2.34	%		2.31	%		3.57	%		8	%

	(0.21	)	$	10.19		5.22	%*	$	14,315		2.37	%**		1.81	%**		4.30	%**		18	%
	(0.63	)	$	9.90		19.20	%	$	12,504		2.40	%		1.87	%		4.53	%		31	%
	(0.55	)	$	8.85		2.29	%	$	8,468		2.40	%		1.93	%		6.32	%		32	%
	(0.83	)	$	9.29		(9.12	)%	$	9,780		2.35	%		1.96	%		4.26	%		32	%
	(0.55	)	$	11.07		3.98	%	$	15,676		2.34	%		2.06	%		3.75	%		18	%
	(0.43	)	$	11.17		1.62	%	$	20,019		2.34	%		2.32	%		3.53	%		8	%

See notes to financial highlights
and notes to financial statements.

119

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

LifeModel Aggressive^SM Institutional Shares
Six months ended 1/31/11 ~	$	9.37		0.10	#Δ		1.65	#		1.75			(0.10	)		—
Year ended 7/31/10	$	8.73		0.13	#Δ		0.77	#		0.90			(0.13	)		(0.13	)
Year ended 7/31/09	$	13.57		0.20	#Δ		(3.55	)#		(3.35	)		(0.24	)		(1.25	)
Year ended 7/31/08	$	16.58		0.20	#Δ		(1.56	)#		(1.36	)		(0.49	)		(1.16	)
Year ended 7/31/07	$	14.58		0.14	#Δ		2.39	#		2.53			(0.12	)		(0.41	)
Year ended 7/31/06	$	14.36		0.21	#Δ		0.52	#		0.73			(0.20	)		(0.31	)

LifeModel Aggressive^SM Class A Shares
Six months ended 1/31/11 ~	$	9.30		0.09	#Δ		1.63	#		1.72			(0.09	)		—
Year ended 7/31/10	$	8.67		0.10	#Δ		0.76	#		0.86			(0.10	)		(0.13	)
Year ended 7/31/09	$	13.49		0.17	#Δ		(3.52	)#		(3.35	)		(0.22	)		(1.25	)
Year ended 7/31/08	$	16.51		0.18	#Δ		(1.58	)#		(1.40	)		(0.46	)		(1.16	)
Year ended 7/31/07	$	14.53		0.10	#Δ		2.38	#		2.48			(0.09	)		(0.41	)
Year ended 7/31/06	$	14.32		0.17	#Δ		0.51	#		0.68			(0.16	)		(0.31	)

LifeModel Aggressive^SM Class B Shares
Six months ended 1/31/11 ~	$	8.94		0.04	#Δ		1.59	#		1.63			(0.06	)		—
Year ended 7/31/10	$	8.38		0.03	#Δ		0.73	#		0.76			(0.07	)		(0.13	)
Year ended 7/31/09	$	13.12		0.11	#Δ		(3.44	)#		(3.33	)		(0.16	)		(1.25	)
Year ended 7/31/08	$	16.11		0.06	#Δ		(1.52	)#		(1.46	)		(0.37	)		(1.16	)
Year ended 7/31/07	$	14.24		(0.02	)#Δ		2.33	#		2.31			(0.02	)		(0.42	)
Year ended 7/31/06	$	14.08		0.06	#		0.51	#		0.57			(0.10	)		(0.31	)

LifeModel Aggressive^SM Class C Shares
Six months ended 1/31/11 ~	$	8.94		0.05	#Δ		1.57	#		1.62			(0.06	)		—
Year ended 7/31/10	$	8.37		0.03	#Δ		0.74	#		0.77			(0.07	)		(0.13	)
Year ended 7/31/09	$	13.11		0.11	#Δ		(3.44	)#		(3.33	)		(0.16	)		(1.25	)
Year ended 7/31/08	$	16.11		0.05	#Δ		(1.52	)#		(1.47	)		(0.37	)		(1.16	)
Year ended 7/31/07	$	14.24		(0.04	)#Δ		2.35	#		2.31			(0.03	)		(0.41	)
Year ended 7/31/06	$	14.08		0.06	#		0.51	#		0.57			(0.10	)		(0.31	)

LifeModel Moderately Aggressive^SM Institutional Shares
Six months ended 1/31/11 ~	$	9.77		0.12	#Δ		1.35	#		1.47			(0.13	)		—
Year ended 7/31/10	$	9.14		0.19	#Δ		0.68	#		0.87			(0.20	)		(0.04	)
Year ended 7/31/09	$	12.85		0.28	#Δ		(2.71	)#		(2.43	)		(0.37	)		(0.91	)
Year ended 7/31/08	$	15.44		0.29	#Δ		(1.32	)#		(1.03	)		(0.45	)		(1.11	)
Year ended 7/31/07	$	13.98		0.25	#Δ		1.84	#		2.09			(0.26	)		(0.37	)
Year ended 7/31/06	$	13.91		0.28	#		0.34	#		0.62			(0.28	)		(0.27	)

LifeModel Moderately Aggressive^SM Class A Shares
Six months ended 1/31/11 ~	$	9.76		0.11	#Δ		1.34	#		1.45			(0.11	)		—
Year ended 7/31/10	$	9.12		0.17	#Δ		0.69	#		0.86			(0.18	)		(0.04	)
Year ended 7/31/09	$	12.83		0.26	#Δ		(2.72	)#		(2.46	)		(0.34	)		(0.91	)
Year ended 7/31/08	$	15.42		0.27	#Δ		(1.34	)#		(1.07	)		(0.41	)		(1.11	)
Year ended 7/31/07	$	13.96		0.21	#Δ		1.83	#		2.04			(0.22	)		(0.36	)
Year ended 7/31/06	$	13.89		0.26	#		0.33	#		0.59			(0.25	)		(0.27	)

LifeModel Moderately Aggressive^SM Class B Shares
Six months ended 1/31/11 ~	$	9.65		0.07	#Δ		1.32	#		1.39			(0.07	)		—
Year ended 7/31/10	$	9.02		0.10	#Δ		0.67	#		0.77			(0.10	)		(0.04	)
Year ended 7/31/09	$	12.72		0.18	#Δ		(2.69	)#		(2.51	)		(0.28	)		(0.91	)
Year ended 7/31/08	$	15.34		0.17	#Δ		(1.33	)#		(1.16	)		(0.35	)		(1.11	)
Year ended 7/31/07	$	13.90		0.10	#Δ		1.82	#		1.92			(0.11	)		(0.37	)
Year ended 7/31/06	$	13.83		0.15	#Δ		0.34	#		0.49			(0.15	)		(0.27	)

LifeModel Moderately Aggressive^SM Class C Shares
Six months ended 1/31/11 ~	$	9.65		0.07	#Δ		1.33	#		1.40			(0.08	)		—
Year ended 7/31/10	$	9.03		0.09	#Δ		0.67	#		0.76			(0.10	)		(0.04	)
Year ended 7/31/09	$	12.71		0.18	#Δ		(2.67	)#		(2.49	)		(0.28	)		(0.91	)
Year ended 7/31/08	$	15.34		0.19	#Δ		(1.36	)#		(1.17	)		(0.35	)		(1.11	)
Year ended 7/31/07	$	13.89		0.10	#Δ		1.83	#		1.93			(0.11	)		(0.37	)
Year ended 7/31/06	$	13.83		0.15	#Δ		0.33	#		0.48			(0.15	)		(0.27	)

See notes to financial highlights
and notes to financial statements.

120

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 (d)

	(0.10	)	$	11.02		18.73	%*	$	83,232		0.56	%**		0.08	%**		1.97	%**		6	%
	(0.26	)	$	9.37		10.25	%	$	75,906		0.54	%		0.08	%		1.36	%		11	%
	(1.49	)	$	8.73		(22.95	)%	$	76,770		0.56	%		0.08	%		2.21	%		9	%
	(1.65	)	$	13.57		(9.45	)%	$	107,929		0.49	%		0.08	%		1.31	%		26	%
	(0.53	)	$	16.58		17.59	%	$	119,437		0.49	%		0.08	%		0.87	%		14	%
	(0.51	)	$	14.58		5.13	%	$	101,365		0.48	%		0.08	%		1.38	%		14	%

	(0.09	)	$	10.93		18.54	%*	$	26,974		0.81	%**		0.33	%**		1.72	%**		6	%
	(0.23	)	$	9.30		9.94	%	$	24,982		0.79	%		0.33	%		1.10	%		11	%
	(1.47	)	$	8.67		(23.12	)%	$	28,126		0.81	%		0.33	%		1.95	%		9	%
	(1.62	)	$	13.49		(9.74	)%	$	44,892		0.74	%		0.33	%		1.19	%		26	%
	(0.50	)	$	16.51		17.29	%	$	57,421		0.73	%		0.33	%		0.62	%		14	%
	(0.47	)	$	14.53		4.80	%	$	50,416		0.72	%		0.33	%		1.15	%		14	%

	(0.06	)	$	10.51		18.25	%*	$	6,715		1.56	%**		1.08	%**		0.91	%**		6	%
	(0.20	)	$	8.94		9.01	%	$	6,672		1.54	%		1.08	%		0.35	%		11	%
	(1.41	)	$	8.38		(23.68	)%	$	7,893		1.56	%		1.08	%		1.24	%		9	%
	(1.53	)	$	13.12		(10.41	)%	$	13,202		1.49	%		1.08	%		0.39	%		26	%
	(0.44	)	$	16.11		16.44	%	$	18,547		1.49	%		1.08	%		(0.13	)%		14	%
	(0.41	)	$	14.24		4.10	%	$	16,926		1.47	%		1.08	%		0.39	%		14	%

	(0.06	)	$	10.50		18.15	%*	$	1,297		1.56	%**		1.08	%**		0.97	%**		6	%
	(0.20	)	$	8.94		9.14	%	$	1,189		1.54	%		1.08	%		0.32	%		11	%
	(1.41	)	$	8.37		(23.70	)%	$	1,342		1.55	%		1.08	%		1.24	%		9	%
	(1.53	)	$	13.11		(10.44	)%	$	2,236		1.49	%		1.08	%		0.36	%		26	%
	(0.44	)	$	16.11		16.45	%	$	3,016		1.49	%		1.08	%		(0.24	)%		14	%
	(0.41	)	$	14.24		4.11	%	$	2,661		1.47	%		1.08	%		0.37	%		14	%

	(0.13	)	$	11.11		15.05	%*	$	111,598		0.55	%**		0.08	%**		2.36	%**		6	%
	(0.24	)	$	9.77		9.56	%	$	100,910		0.53	%		0.08	%		1.98	%		16	%
	(1.28	)	$	9.14		(17.50	)%	$	110,522		0.54	%		0.08	%		3.06	%		8	%
	(1.56	)	$	12.85		(7.76	)%	$	135,474		0.48	%		0.08	%		2.06	%		26	%
	(0.63	)	$	15.44		15.16	%	$	146,973		0.47	%		0.08	%		1.68	%		20	%
	(0.55	)	$	13.98		4.60	%	$	135,542		0.45	%		0.08	%		2.09	%		19	%

	(0.11	)	$	11.10		14.92	%*	$	61,281		0.80	%**		0.33	%**		2.10	%**		6	%
	(0.22	)	$	9.76		9.40	%	$	57,520		0.78	%		0.33	%		1.70	%		16	%
	(1.25	)	$	9.12		(17.73	)%	$	64,959		0.79	%		0.33	%		2.77	%		8	%
	(1.52	)	$	12.83		(7.95	)%	$	98,658		0.73	%		0.33	%		1.89	%		26	%
	(0.58	)	$	15.42		14.82	%	$	127,824		0.72	%		0.33	%		1.42	%		20	%
	(0.52	)	$	13.96		4.36	%	$	128,564		0.70	%		0.33	%		1.86	%		19	%

	(0.07	)	$	10.97		14.47	%*	$	23,165		1.55	%**		1.08	%**		1.31	%**		6	%
	(0.14	)	$	9.65		8.57	%	$	24,105		1.53	%		1.08	%		0.99	%		16	%
	(1.19	)	$	9.02		(18.37	)%	$	27,726		1.54	%		1.08	%		2.03	%		8	%
	(1.46	)	$	12.72		(8.65	)%	$	43,036		1.48	%		1.08	%		1.20	%		26	%
	(0.48	)	$	15.34		13.97	%	$	56,679		1.47	%		1.08	%		0.68	%		20	%
	(0.42	)	$	13.90		3.63	%	$	53,395		1.45	%		1.08	%		1.10	%		19	%

	(0.08	)	$	10.97		14.48	%*	$	3,150		1.55	%**		1.08	%**		1.35	%**		6	%
	(0.14	)	$	9.65		8.43	%	$	2,989		1.53	%		1.08	%		0.96	%		16	%
	(1.19	)	$	9.03		(18.28	)%	$	3,375		1.54	%		1.08	%		1.99	%		8	%
	(1.46	)	$	12.71		(8.73	)%	$	6,077		1.48	%		1.08	%		1.35	%		26	%
	(0.48	)	$	15.34		13.98	%	$	9,012		1.47	%		1.08	%		0.68	%		20	%
	(0.42	)	$	13.89		3.53	%	$	8,196		1.45	%		1.08	%		1.11	%		19	%

See notes to financial highlights
and notes to financial statements.

121

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

LifeModel Moderate^SM Institutional Shares
Six months ended 1/31/11 ~	$	9.61		0.14	#Δ		0.94	#		1.08			(0.14	)		—
Year ended 7/31/10	$	9.01		0.25	#Δ		0.61	#		0.86			(0.26	)		—
Year ended 7/31/09	$	11.43		0.34	#Δ		(1.81	)#		(1.47	)		(0.42	)		(0.53	)
Year ended 7/31/08	$	13.34		0.36	#Δ		(1.06	)#		(0.70	)		(0.45	)		(0.76	)
Year ended 7/31/07	$	12.43		0.33	#Δ		1.21	#		1.54			(0.33	)		(0.30	)
Year ended 7/31/06	$	12.52		0.33	#		0.15	#		0.48			(0.33	)		(0.24	)

LifeModel Moderate^SM Class A Shares
Six months ended 1/31/11 ~	$	9.60		0.13	#Δ		0.94	#		1.07			(0.13	)		—
Year ended 7/31/10	$	9.00		0.23	#Δ		0.61	#		0.84			(0.24	)		—
Year ended 7/31/09	$	11.42		0.32	#Δ		(1.81	)#		(1.49	)		(0.40	)		(0.53	)
Year ended 7/31/08	$	13.32		0.33	#Δ		(1.06	)#		(0.73	)		(0.41	)		(0.76	)
Year ended 7/31/07	$	12.41		0.29	#Δ		1.22			1.51			(0.30	)		(0.30	)
Year ended 7/31/06	$	12.50		0.30	#		0.15	#		0.45			(0.30	)		(0.24	)

LifeModel Moderate^SM Class B Shares
Six months ended 1/31/11 ~	$	9.54		0.08	#Δ		0.94	#		1.02			(0.09	)		—
Year ended 7/31/10	$	8.95		0.15	#Δ		0.60	#		0.75			(0.16	)		—
Year ended 7/31/09	$	11.37		0.25	#Δ		(1.80	)#		(1.55	)		(0.34	)		(0.53	)
Year ended 7/31/08	$	13.25		0.24	#Δ		(1.05	)#		(0.81	)		(0.31	)		(0.76	)
Year ended 7/31/07	$	12.35		0.19	#Δ		1.21	#		1.40			(0.20	)		(0.30	)
Year ended 7/31/06	$	12.45		0.21	#		0.14			0.35			(0.21	)		(0.24	)

LifeModel Moderate^SM Class C Shares
Six months ended 1/31/11 ~	$	9.55		0.09	#Δ		0.93	#		1.02			(0.09	)		—
Year ended 7/31/10	$	8.95		0.15	#Δ		0.61	#		0.76			(0.16	)		—
Year ended 7/31/09	$	11.37		0.25	#Δ		(1.80	)#		(1.55	)		(0.34	)		(0.53	)
Year ended 7/31/08	$	13.26		0.24	#Δ		(1.06	)#		(0.82	)		(0.31	)		(0.76	)
Year ended 7/31/07	$	12.36		0.19	#Δ		1.21	#		1.40			(0.20	)		(0.30	)
Year ended 7/31/06	$	12.45		0.21	#		0.14	#		0.35			(0.20	)		(0.24	)

LifeModel Moderately Conservative^SM Institutional Shares
Six months ended 1/31/11 ~	$	8.92		0.14	#Δ		0.71	#		0.85			(0.14	)		—
Year ended 7/31/10	$	8.35		0.26	#Δ		0.57	#		0.83			(0.26	)		—
Year ended 7/31/09	$	10.34		0.34	#Δ		(1.40	)#		(1.06	)		(0.41	)		(0.52	)
Year ended 7/31/08	$	11.95		0.37	#Δ		(0.90	)#		(0.53	)		(0.42	)		(0.66	)
Year ended 7/31/07	$	11.36		0.34	#Δ		0.93	#		1.27			(0.35	)		(0.33	)
Year ended 7/31/06	$	11.59		0.34	#		0.04	#		0.38			(0.34	)		(0.27	)

LifeModel Moderately Conservative^SM Class A Shares
Six months ended 1/31/11 ~	$	8.90		0.12	#Δ		0.72	#		0.84			(0.13	)		—
Year ended 7/31/10	$	8.33		0.23	#Δ		0.58	#		0.81			(0.24	)		—
Year ended 7/31/09	$	10.32		0.32	#Δ		(1.40	)#		(1.08	)		(0.39	)		(0.52	)
Year ended 7/31/08	$	11.93		0.33	#Δ		(0.89	)#		(0.56	)		(0.39	)		(0.66	)
Year ended 7/31/07	$	11.35		0.31	#Δ		0.92	#		1.23			(0.32	)		(0.33	)
Year ended 7/31/06	$	11.58		0.32	#		0.03	#		0.35			(0.31	)		(0.27	)

LifeModel Moderately Conservative^SM Class B Shares
Six months ended 1/31/11 ~	$	8.87		0.09	#Δ		0.70	#		0.79			(0.09	)		—
Year ended 7/31/10	$	8.30		0.17	#Δ		0.57	#		0.74			(0.17	)		—
Year ended 7/31/09	$	10.29		0.25	#Δ		(1.38	)#		(1.13	)		(0.34	)		(0.52	)
Year ended 7/31/08	$	11.88		0.25	#Δ		(0.89	)#		(0.64	)		(0.29	)		(0.66	)
Year ended 7/31/07	$	11.30		0.22	#Δ		0.92	#		1.14			(0.23	)		(0.33	)
Year ended 7/31/06	$	11.54		0.24	#		0.02	#		0.26			(0.23	)		(0.27	)

LifeModel Moderately Conservative^SM Class C Shares
Six months ended 1/31/11 ~	$	8.88		0.09	#Δ		0.70	#		0.79			(0.09	)		—
Year ended 7/31/10	$	8.31		0.16	#Δ		0.58	#		0.74			(0.17	)		—
Year ended 7/31/09	$	10.30		0.26	#Δ		(1.39	)#		(1.13	)		(0.34	)		(0.52	)
Year ended 7/31/08	$	11.89		0.25	#Δ		(0.89	)#		(0.64	)		(0.29	)		(0.66	)
Year ended 7/31/07	$	11.32		0.22	#Δ		0.91	#		1.13			(0.23	)		(0.33	)
Year ended 7/31/06	$	11.54		0.24	#		0.03	#		0.27			(0.22	)		(0.27	)

See notes to financial highlights
and notes to financial statements.

122

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 (d)

	(0.14	)	$	10.55		11.31	%*	$	206,264		0.46	%**		0.08	%**		2.74	%**		5	%
	(0.26	)	$	9.61		9.60	%	$	195,480		0.45	%		0.08	%		2.63	%		9	%
	(0.95	)	$	9.01		(11.88	)%	$	258,159		0.44	%		0.08	%		3.80	%		7	%
	(1.21	)	$	11.43		(6.02	)%	$	312,435		0.43	%		0.08	%		2.85	%		23	%
	(0.63	)	$	13.34		12.60	%	$	369,880		0.44	%		0.08	%		2.48	%		18	%
	(0.57	)	$	12.43		3.90	%	$	369,903		0.43	%		0.08	%		2.70	%		30	%

	(0.13	)	$	10.54		11.18	%*	$	41,229		0.71	%**		0.33	%**		2.46	%**		5	%
	(0.24	)	$	9.60		9.33	%	$	40,212		0.70	%		0.33	%		2.39	%		9	%
	(0.93	)	$	9.00		(12.09	)%	$	48,590		0.69	%		0.33	%		3.53	%		7	%
	(1.17	)	$	11.42		(6.21	)%	$	71,338		0.68	%		0.33	%		2.67	%		23	%
	(0.60	)	$	13.32		12.32	%	$	92,719		0.69	%		0.33	%		2.23	%		18	%
	(0.54	)	$	12.41		3.65	%	$	100,588		0.68	%		0.33	%		2.46	%		30	%

	(0.09	)	$	10.47		10.71	%*	$	15,569		1.46	%**		1.08	%**		1.67	%**		5	%
	(0.16	)	$	9.54		8.43	%	$	17,417		1.45	%		1.08	%		1.63	%		9	%
	(0.87	)	$	8.95		(12.76	)%	$	20,489		1.44	%		1.08	%		2.78	%		7	%
	(1.07	)	$	11.37		(6.87	)%	$	32,003		1.43	%		1.08	%		1.93	%		23	%
	(0.50	)	$	13.25		11.47	%	$	43,013		1.44	%		1.08	%		1.48	%		18	%
	(0.45	)	$	12.35		2.82	%	$	43,234		1.43	%		1.08	%		1.70	%		30	%

	(0.09	)	$	10.48		10.72	%*	$	2,880		1.46	%**		1.08	%**		1.73	%**		5	%
	(0.16	)	$	9.55		8.57	%	$	2,706		1.45	%		1.08	%		1.61	%		9	%
	(0.87	)	$	8.95		(12.77	)%	$	2,709		1.44	%		1.08	%		2.78	%		7	%
	(1.07	)	$	11.37		(6.95	)%	$	4,333		1.43	%		1.08	%		1.92	%		23	%
	(0.50	)	$	13.26		11.46	%	$	6,158		1.44	%		1.08	%		1.48	%		18	%
	(0.44	)	$	12.36		2.88	%	$	6,495		1.43	%		1.08	%		1.70	%		30	%

	(0.14	)	$	9.63		9.55	%*	$	35,820		0.64	%**		0.08	%**		2.92	%**		9	%
	(0.26	)	$	8.92		10.07	%	$	33,074		0.59	%		0.08	%		2.90	%		14	%
	(0.93	)	$	8.35		(9.12	)%	$	35,581		0.59	%		0.08	%		4.11	%		8	%
	(1.08	)	$	10.34		(5.03	)%	$	43,093		0.53	%		0.08	%		3.28	%		25	%
	(0.68	)	$	11.95		11.24	%	$	41,336		0.54	%		0.08	%		2.89	%		30	%
	(0.61	)	$	11.36		3.39	%	$	42,683		0.50	%		0.08	%		3.05	%		22	%

	(0.13	)	$	9.61		9.43	%*	$	14,387		0.89	%**		0.33	%**		2.61	%**		9	%
	(0.24	)	$	8.90		9.82	%	$	15,138		0.84	%		0.33	%		2.66	%		14	%
	(0.91	)	$	8.33		(9.36	)%	$	16,941		0.84	%		0.33	%		3.81	%		8	%
	(1.05	)	$	10.32		(5.30	)%	$	25,200		0.79	%		0.33	%		2.92	%		25	%
	(0.65	)	$	11.93		10.96	%	$	35,676		0.79	%		0.33	%		2.63	%		30	%
	(0.58	)	$	11.36		3.14	%	$	37,479		0.75	%		0.33	%		2.80	%		22	%

	(0.09	)	$	9.57		8.92	%*	$	6,283		1.64	%**		1.08	%**		1.84	%**		9	%
	(0.17	)	$	8.87		9.01	%	$	7,258		1.59	%		1.08	%		1.89	%		14	%
	(0.86	)	$	8.30		(10.03	)%	$	8,292		1.59	%		1.08	%		3.06	%		8	%
	(0.95	)	$	10.29		(5.94	)%	$	13,891		1.54	%		1.08	%		2.25	%		25	%
	(0.56	)	$	11.88		10.17	%	$	18,839		1.54	%		1.08	%		1.89	%		30	%
	(0.50	)	$	11.30		2.28	%	$	20,488		1.50	%		1.08	%		2.05	%		22	%

	(0.09	)	$	9.58		8.94	%*	$	1,059		1.64	%**		1.08	%**		1.91	%**		9	%
	(0.17	)	$	8.88		8.98	%	$	1,009		1.59	%		1.08	%		1.87	%		14	%
	(0.86	)	$	8.31		(10.00	)%	$	1,264		1.59	%		1.08	%		3.09	%		8	%
	(0.95	)	$	10.30		(5.93	)%	$	2,071		1.54	%		1.08	%		2.23	%		25	%
	(0.56	)	$	11.89		10.08	%	$	2,755		1.54	%		1.08	%		1.88	%		30	%
	(0.49	)	$	11.32		2.43	%	$	3,058		1.50	%		1.08	%		2.05	%		22	%

See notes to financial highlights
and notes to financial statements.

123

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

LifeModel Conservative^SM Institutional Shares
Six months ended 1/31/11 ~	$	9.26		0.16	#Δ		0.38	#		0.54			(0.17	)		—
Year ended 7/31/10	$	8.75		0.32	#Δ		0.52	#		0.84			(0.33	)		—
Year ended 7/31/09	$	9.89		0.41	#Δ		(0.92	)#		(0.51	)		(0.46	)		(0.17	)
Year ended 7/31/08	$	10.99		0.43	#Δ		(0.80	)#		(0.37	)		(0.43	)		(0.30	)
Year ended 7/31/07	$	10.72		0.41	#Δ		0.49	#		0.90			(0.41	)		(0.22	)
Year ended 7/31/06	$	10.92		0.40	#Δ		(0.09	)#		0.31			(0.40	)		(0.11	)

LifeModel Conservative^SM Class A Shares
Six months ended 1/31/11 ~	$	9.24		0.15	#Δ		0.37	#		0.52			(0.15	)		—
Year ended 7/31/10	$	8.74		0.30	#Δ		0.51	#		0.81			(0.31	)		—
Year ended 7/31/09	$	9.87		0.39	#Δ		(0.91	)#		(0.52	)		(0.44	)		(0.17	)
Year ended 7/31/08	$	10.97		0.39	#Δ		(0.79	)#		(0.40	)		(0.40	)		(0.30	)
Year ended 7/31/07	$	10.70		0.38	#Δ		0.49	#		0.87			(0.38	)		(0.22	)
Year ended 7/31/06	$	10.90		0.37	#Δ		(0.09	)#		0.28			(0.37	)		(0.11	)

LifeModel Conservative^SM Class B Shares
Six months ended 1/31/11 ~	$	9.20		0.11	#Δ		0.37	#		0.48			(0.11	)		—
Year ended 7/31/10	$	8.70		0.23	#Δ		0.51	#		0.74			(0.24	)		—
Year ended 7/31/09	$	9.83		0.32	#Δ		(0.90	)#		(0.58	)		(0.38	)		(0.17	)
Year ended 7/31/08	$	10.95		0.31	#Δ		(0.80	)#		(0.49	)		(0.33	)		(0.30	)
Year ended 7/31/07	$	10.67		0.29	#Δ		0.50	#		0.79			(0.30	)		(0.21	)
Year ended 7/31/06	$	10.87		0.29	#Δ		(0.09	)#		0.20			(0.29	)		(0.11	)

LifeModel Conservative^SM Class C Shares
Six months ended 1/31/11 ~	$	9.21		0.11	#Δ		0.38	#		0.49			(0.11	)		—
Year ended 7/31/10	$	8.71		0.23	#Δ		0.51	#		0.74			(0.24	)		—
Year ended 7/31/09	$	9.84		0.32	#Δ		(0.90	)#		(0.58	)		(0.38	)		(0.17	)
Year ended 7/31/08	$	10.95		0.31	#Δ		(0.79	)#		(0.48	)		(0.33	)		(0.30	)
Year ended 7/31/07	$	10.67		0.29	#Δ		0.51	#		0.80			(0.30	)		(0.22	)
Year ended 7/31/06	$	10.88		0.29	#Δ		(0.11	)#		0.18			(0.28	)		(0.11	)

High Yield Bond Institutional Shares
Six months ended 1/31/11 ~	$	9.62		0.36	Δ		0.39			0.75			(0.37	)		—
Year ended 7/31/10	$	8.72		0.73	Δ		0.90			1.63			(0.73	)		—
Year ended 7/31/09	$	9.14		0.78	Δ		(0.41	)		0.37			(0.79	)		—
Year ended 7/31/08	$	9.57		0.73	Δ		(0.44	)		0.29			(0.72	)		—
Year ended 7/31/07	$	9.74		0.71	Δ		(0.14	)		0.57			(0.71	)		(0.03	)
11/29/05 (c) to 7/31/06	$	10.00		0.44			(0.28	)		0.16			(0.42	)		—

High Yield Bond Class A Shares
Six months ended 1/31/11 ~	$	9.59		0.35	Δ		0.39			0.74			(0.35	)		—
Year ended 7/31/10	$	8.69		0.71	Δ		0.89			1.60			(0.70	)		—
Year ended 7/31/09	$	9.12		0.74	Δ		(0.40	)		0.34			(0.77	)		—
Year ended 7/31/08	$	9.57		0.69	Δ		(0.46	)		0.23			(0.68	)		—
Year ended 7/31/07	$	9.74		0.68	Δ		(0.13	)		0.55			(0.69	)		(0.03	)
11/29/05 (c) to 7/31/06	$	10.00		0.41			(0.27	)		0.14			(0.40	)		—

High Yield Bond Class B Shares
Six months ended 1/31/11 ~	$	9.61		0.31	Δ		0.39			0.70			(0.32	)		—
Year ended 7/31/10	$	8.71		0.64	Δ		0.89			1.53			(0.63	)		—
Year ended 7/31/09	$	9.13		0.70	Δ		(0.41	)		0.29			(0.71	)		—
Year ended 7/31/08	$	9.56		0.64	Δ		(0.45	)		0.19			(0.62	)		—
Year ended 7/31/07	$	9.73		0.61	Δ		(0.13	)		0.48			(0.62	)		(0.03	)
11/29/05 (c) to 7/31/06	$	10.00		0.33			(0.24	)		0.09			(0.36	)		—

High Yield Bond Class C Shares
Six months ended 1/31/11 ~	$	9.60		0.31	Δ		0.39			0.70			(0.32	)		—
Year ended 7/31/10	$	8.71		0.63	Δ		0.90			1.53			(0.64	)		—
Year ended 7/31/09	$	9.13		0.70	Δ		(0.41	)		0.29			(0.71	)		—
Year ended 7/31/08	$	9.57		0.64	Δ		(0.45	)		0.19			(0.63	)		—
Year ended 7/31/07	$	9.74		0.60	Δ		(0.12	)		0.48			(0.62	)		(0.03	)
11/29/05 (c) to 7/31/06	$	10.00		0.35			(0.25	)		0.10			(0.36	)		—

See notes to financial highlights
and notes to financial statements.

124

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 to Average Net Assets			Portfolio Turnover Rate (d)

	(0.17	)	$	9.63		5.82	%*	$	26,570		0.73	%**		0.08	%**		3.38	%**		14	%
	(0.33	)	$	9.26		9.77	%	$	23,916		0.65	%		0.08	%		3.54	%		14	%
	(0.63	)	$	8.75		(4.64	)%	$	26,856		0.65	%		0.08	%		4.80	%		6	%
	(0.73	)	$	9.89		(3.67	)%	$	28,215		0.62	%		0.08	%		4.04	%		23	%
	(0.63	)	$	10.99		8.58	%	$	24,570		0.64	%		0.08	%		3.69	%		24	%
	(0.51	)	$	10.72		2.88	%	$	24,385		0.58	%		0.08	%		3.72	%		15	%

	(0.15	)	$	9.61		5.69	%*	$	8,729		0.98	%**		0.33	%**		3.06	%**		14	%
	(0.31	)	$	9.24		9.39	%	$	9,630		0.90	%		0.33	%		3.30	%		14	%
	(0.61	)	$	8.74		(4.77	)%	$	9,914		0.90	%		0.33	%		4.52	%		6	%
	(0.70	)	$	9.87		(3.93	)%	$	12,908		0.88	%		0.33	%		3.68	%		23	%
	(0.60	)	$	10.97		8.33	%	$	15,083		0.89	%		0.33	%		3.44	%		24	%
	(0.48	)	$	10.70		2.62	%	$	16,138		0.82	%		0.33	%		3.45	%		15	%

	(0.11	)	$	9.57		5.29	%*	$	3,272		1.73	%**		1.08	%**		2.29	%**		14	%
	(0.24	)	$	9.20		8.58	%	$	4,051		1.65	%		1.08	%		2.53	%		14	%
	(0.55	)	$	8.70		(5.45	)%	$	5,099		1.65	%		1.08	%		3.76	%		6	%
	(0.63	)	$	9.83		(4.78	)%	$	7,253		1.63	%		1.08	%		2.97	%		23	%
	(0.51	)	$	10.95		7.53	%	$	9,242		1.64	%		1.07	%		2.69	%		24	%
	(0.40	)	$	10.67		1.83	%	$	10,208		1.57	%		1.08	%		2.69	%		15	%

	(0.11	)	$	9.59		5.37	%*	$	943		1.73	%**		1.08	%**		2.24	%**		14	%
	(0.24	)	$	9.21		8.56	%	$	1,365		1.65	%		1.08	%		2.53	%		14	%
	(0.55	)	$	8.71		(5.45	)%	$	1,788		1.65	%		1.08	%		3.74	%		6	%
	(0.63	)	$	9.84		(4.70	)%	$	2,250		1.63	%		1.08	%		2.91	%		23	%
	(0.52	)	$	10.95		7.59	%	$	3,091		1.64	%		1.07	%		2.67	%		24	%
	(0.39	)	$	10.67		1.72	%	$	3,816		1.57	%		1.08	%		2.68	%		15	%

	(0.37	)	$	10.00		7.89	%*	$	63,862		1.15	%**		0.74	%**		7.27	%**		30	%
	(0.73	)	$	9.62		19.22	%	$	53,780		1.20	%		0.74	%		7.83	%		71	%
	(0.79	)	$	8.72		5.98	%	$	47,395		1.19	%		0.74	%		10.13	%		32	%
	(0.72	)	$	9.14		2.98	%	$	50,153		1.15	%		0.74	%		7.65	%		36	%
	(0.74	)	$	9.57		5.85	%	$	68,193		1.14	%		0.74	%		7.12	%		42	%
	(0.42	)	$	9.74		1.59	%*	$	66,033		1.15	%**		0.74	%**		6.77	%**		41	%

	(0.35	)	$	9.98		7.90	%*	$	2,210		1.40	%**		0.99	%**		7.05	%**		30	%
	(0.70	)	$	9.59		18.96	%	$	1,149		1.42	%		0.99	%		7.71	%		71	%
	(0.77	)	$	8.69		5.60	%	$	4,443		1.38	%		0.99	%		9.23	%		32	%
	(0.68	)	$	9.12		2.38	%	$	206		1.40	%		0.99	%		7.17	%		36	%
	(0.72	)	$	9.57		5.47	%	$	175		1.39	%		0.99	%		6.83	%		42	%
	(0.40	)	$	9.74		1.44	%*	$	227		2.98	%**		0.99	%**		6.74	%**		41	%

	(0.32	)	$	9.99		7.37	%*	$	98		2.15	%**		1.74	%**		6.28	%**		30	%
	(0.63	)	$	9.61		18.07	%	$	94		2.21	%		1.74	%		6.83	%		71	%
	(0.71	)	$	8.71		4.89	%	$	74		2.20	%		1.74	%		9.10	%		32	%
	(0.62	)	$	9.13		1.94	%	$	155		2.15	%		1.74	%		6.67	%		36	%
	(0.65	)	$	9.56		4.83	%	$	156		2.15	%		1.74	%		6.12	%		42	%
	(0.36	)	$	9.73		0.91	%*	$	96		7.16	%**		1.74	%**		5.98	%**		41	%

	(0.32	)	$	9.98		7.39	%*	$	2,101		2.15	%**		1.74	%**		6.26	%**		30	%
	(0.64	)	$	9.60		18.06	%	$	1,403		2.23	%		1.74	%		6.72	%		71	%
	(0.71	)	$	8.71		4.93	%	$	113		2.19	%		1.74	%		9.19	%		32	%
	(0.63	)	$	9.13		2.00	%	$	114		2.15	%		1.74	%		6.67	%		36	%
	(0.65	)	$	9.57		4.72	%	$	127		2.15	%		1.74	%		6.04	%		42	%
	(0.36	)	$	9.74		0.94	%*	$	55		8.04	%**		1.74	%**		5.93	%**		41	%

See notes to financial highlights
and notes to financial statements.

125

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			Paid in Capital			Net Realized Gains

Total Return Bond Institutional Shares
Six months ended 1/31/11 ~	$	9.02		0.22	Δ		(0.10	)		0.12			(0.21	)		—			—
Year ended 7/31/10	$	8.46		0.38	Δ		0.62			1.00			(0.44	)		—			—
Year ended 7/31/09	$	9.03		0.46	Δ		(0.55	)		(0.09	)		(0.48	)		—			—
Year ended 7/31/08	$	9.68		0.48	Δ		(0.64	)		(0.16	)		(0.49	)		—			—
Year ended 7/31/07	$	9.68		0.45	Δ@		0.01			0.46			(0.46	)		—			—
Year ended 7/31/06	$	10.07		0.42			(0.30	)		0.12			(0.45	)		—			(0.06	)

Total Return Bond Class A Shares
Six months ended 1/31/11 ~	$	9.02		0.21	Δ		(0.10	)		0.11			(0.20	)		—			—
Year ended 7/31/10	$	8.46		0.36	Δ		0.61			0.97			(0.41	)		—			—
Year ended 7/31/09	$	9.03		0.44	Δ		(0.55	)		(0.11	)		(0.46	)		—			—
Year ended 7/31/08	$	9.67		0.46	Δ		(0.64	)		(0.18	)		(0.46	)		—			—
Year ended 7/31/07	$	9.68		0.43	Δ@		—			0.43			(0.44	)		—			—
Year ended 7/31/06	$	10.07		0.39			(0.30	)		0.09			(0.42	)		—			(0.06	)

Total Return Bond Class B Shares
Six months ended 1/31/11 ~	$	9.03		0.17	Δ		(0.09	)		0.08			(0.17	)		—			—
Year ended 7/31/10	$	8.47		0.29	Δ		0.62			0.91			(0.35	)		—			—
Year ended 7/31/09	$	9.03		0.38	Δ		(0.54	)		(0.16	)		(0.40	)		—			—
Year ended 7/31/08	$	9.68		0.39	Δ		(0.65	)		(0.26	)		(0.39	)		—			—
Year ended 7/31/07	$	9.68		0.35	Δ@		0.01			0.36			(0.36	)		—			—
Year ended 7/31/06	$	10.07		0.32			(0.30	)		0.02			(0.35	)		—			(0.06	)

Total Return Bond Class C Shares
Six months ended 1/31/11 ~	$	9.03		0.17	Δ		(0.09	)		0.08			(0.17	)		—			—
Year ended 7/31/10	$	8.47		0.29	Δ		0.62			0.91			(0.35	)		—			—
Year ended 7/31/09	$	9.04		0.38	Δ		(0.55	)		(0.17	)		(0.40	)		—			—
Year ended 7/31/08	$	9.68		0.39	Δ		(0.64	)		(0.25	)		(0.39	)		—			—
Year ended 7/31/07	$	9.69		0.35	Δ@		—			0.35			(0.36	)		—			—
Year ended 7/31/06	$	10.07		0.31			(0.28	)		0.03			(0.35	)		—			(0.06	)

Short Term Bond Institutional Shares
Six months ended 1/31/11 ~	$	9.58		0.09	Δ		—			0.09			(0.09	)		—			—
Year ended 7/31/10	$	9.33		0.22	Δ		0.26			0.48			(0.23	)		—			—
Year ended 7/31/09	$	9.29		0.33	Δ		0.05			0.38			(0.34	)		—			—
Year ended 7/31/08	$	9.32		0.38	Δ		(0.03	)		0.35			(0.38	)		—			—
Year ended 7/31/07	$	9.25		0.37	Δ		0.09			0.46			(0.38	)		(0.01	)		—
Year ended 7/31/06	$	9.37		0.31			(0.06	)		0.25			(0.37	)		—			—

Short Term Bond Class A Shares
Six months ended 1/31/11 ~	$	9.57		0.07	Δ		0.01			0.08			(0.08	)		—			—
Year ended 7/31/10	$	9.32		0.19	Δ		0.27			0.46			(0.21	)		—			—
Year ended 7/31/09	$	9.29		0.31	Δ		0.04			0.35			(0.32	)		—			—
Year ended 7/31/08	$	9.31		0.35	Δ		(0.01	)		0.34			(0.36	)		—			—
Year ended 7/31/07	$	9.25		0.35	Δ		0.08			0.43			(0.36	)		(0.01	)		—
Year ended 7/31/06	$	9.36		0.28			(0.04	)		0.24			(0.35	)		—			—

Short Term Bond Class C Shares
Six months ended 1/31/11 ~	$	9.55		0.04	Δ		—			0.04			(0.04	)		—			—
Year ended 7/31/10	$	9.31		0.10	Δ		0.28			0.38			(0.14	)		—			—
Year ended 7/31/09	$	9.28		0.22	Δ		0.07			0.29			(0.26	)		—			—
Year ended 7/31/08	$	9.32		0.28	Δ		(0.02	)		0.26			(0.30	)		—			—
Year ended 7/31/07	$	9.25		0.28	Δ		0.09			0.37			(0.29	)		(0.01	)		—
Year ended 7/31/06	$	9.36		0.21			(0.04	)		0.17			(0.28	)		—			—

See notes to financial highlights
and notes to financial statements.

126

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 to Average Net Assets			Portfolio Turnover Rate (d)

	(0.21	)	$	8.93		1.35	%*	$	244,088		0.88	%**		0.64	%**		4.87	%**		25	%
	(0.44	)	$	9.02		11.91	%	$	275,474		0.87	%		0.65	%		4.33	%		39	%
	(0.48	)	$	8.46		(0.71	)%	$	386,492		0.84	%		0.66	%		5.54	%		15	%
	(0.49	)	$	9.03		(1.86	)%	$	559,548		0.88	%		0.69	%		5.03	%		36	%
	(0.46	)	$	9.68		4.83	%@	$	230,154		0.91	%		0.72	%		4.57	%		65	%
	(0.51	)	$	9.68		1.21	%	$	252,145		0.90	%		0.74	%		4.23	%		352	%

	(0.20	)	$	8.93		1.23	%*	$	14,123		1.13	%**		0.89	%**		4.63	%**		25	%
	(0.41	)	$	9.02		11.76	%	$	15,010		1.12	%		0.90	%		4.06	%		39	%
	(0.46	)	$	8.46		(0.95	)%	$	15,751		1.09	%		0.91	%		5.29	%		15	%
	(0.46	)	$	9.03		(1.99	)%	$	20,497		1.13	%		0.94	%		4.78	%		36	%
	(0.44	)	$	9.67		4.45	%@	$	8,223		1.16	%		0.97	%		4.32	%		65	%
	(0.48	)	$	9.68		0.97	%	$	11,657		1.15	%		0.99	%		3.97	%		352	%

	(0.17	)	$	8.94		0.84	%*	$	1,283		1.88	%**		1.64	%**		3.78	%**		25	%
	(0.35	)	$	9.03		10.90	%	$	1,821		1.87	%		1.65	%		3.30	%		39	%
	(0.40	)	$	8.47		(1.58	)%	$	2,932		1.84	%		1.66	%		4.55	%		15	%
	(0.39	)	$	9.03		(2.80	)%	$	3,490		1.88	%		1.69	%		4.02	%		36	%
	(0.36	)	$	9.68		3.75	%@	$	2,151		1.91	%		1.72	%		3.57	%		65	%
	(0.41	)	$	9.68		0.20	%	$	2,655		1.91	%		1.74	%		3.20	%		352	%

	(0.17	)	$	8.94		0.84	%*	$	681		1.88	%**		1.64	%**		3.82	%**		25	%
	(0.35	)	$	9.03		10.93	%	$	859		1.87	%		1.65	%		3.30	%		39	%
	(0.40	)	$	8.47		(1.71	)%	$	745		1.84	%		1.66	%		4.52	%		15	%
	(0.39	)	$	9.04		(2.72	)%	$	1,528		1.88	%		1.69	%		4.07	%		36	%
	(0.36	)	$	9.68		3.65	%@	$	225		1.90	%		1.72	%		3.57	%		65	%
	(0.41	)	$	9.69		0.30	%	$	315		1.91	%		1.74	%		3.16	%		352	%

	(0.09	)	$	9.58		0.95	%*	$	235,194		0.79	%**		0.53	%**		1.76	%**		31	%
	(0.23	)	$	9.58		5.18	%	$	254,162		0.78	%		0.57	%		2.30	%		78	%
	(0.34	)	$	9.33		4.30	%	$	224,931		0.78	%		0.64	%		3.67	%		63	%
	(0.38	)	$	9.29		3.80	%	$	241,776		0.79	%		0.64	%		4.01	%		33	%
	(0.39	)	$	9.32		5.08	%	$	267,348		0.80	%		0.64	%		3.99	%		75	%
	(0.37	)	$	9.25		2.75	%	$	258,423		0.78	%		0.67	%		3.33	%		53	%

	(0.08	)	$	9.57		0.83	%*	$	22,334		1.04	%**		0.78	%**		1.51	%**		31	%
	(0.21	)	$	9.57		4.94	%	$	22,079		1.03	%		0.82	%		1.98	%		78	%
	(0.32	)	$	9.32		3.93	%	$	6,330		1.03	%		0.89	%		3.41	%		63	%
	(0.36	)	$	9.29		3.67	%	$	7,127		1.04	%		0.89	%		3.73	%		33	%
	(0.37	)	$	9.31		4.70	%	$	9,704		1.05	%		0.89	%		3.72	%		75	%
	(0.35	)	$	9.25		2.60	%	$	12,362		1.03	%		0.92	%		3.07	%		53	%

	(0.04	)	$	9.55		0.45	%*	$	9,419		1.79	%**		1.53	%**		0.76	%**		31	%
	(0.14	)	$	9.55		4.14	%	$	10,264		1.78	%		1.57	%		1.09	%		78	%
	(0.26	)	$	9.31		3.21	%	$	879		1.78	%		1.64	%		2.45	%		63	%
	(0.30	)	$	9.28		2.76	%	$	171		1.79	%		1.64	%		2.98	%		33	%
	(0.30	)	$	9.32		3.93	%	$	160		1.81	%		1.64	%		2.97	%		75	%
	(0.28	)	$	9.25		1.81	%	$	205		1.79	%		1.67	%		2.31	%		53	%

See notes to financial highlights
and notes to financial statements.

127

Fifth Third Funds

Notes to Financial Highlights (Unaudited)

^(a)	Before waivers and reimbursements
^(b)	Net of waivers and reimbursements
^(c)	Reflects date of commencement of operations.
^(d)	Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.
~	Unaudited.
ˆ	Amount is less than $0.005 per share.
*	Not annualized.
**	Annualized.
#	Represents income or gains/(losses) from affiliates.
Δ	Average shares method used in calculation.
Ω	Includes dividend and interest expense for securities sold short. See table below.

		Institutional			Class A			Class B			Class C

	Six months ended 1/31/11		0.60	%		0.59	%		0.59	%		0.60	%
	Year ended 7/31/10		0.60	%		0.61	%		0.62	%		0.56	%
	Year ended 7/31/09		0.39	%		0.39	%		0.39	%		0.33	%
	Year ended 7/31/08		0.59	%		0.59	%		0.59	%		0.59	%
	Year ended 7/31/07		–ˆ			–ˆ			–ˆ			–ˆ
	ˆ Amount is less than $0.005 per share.

@	During the year ended July 31, 2007, the Advisor paid money to certain Funds related to an SEC investigation of Citi (formerly BISYS Fund Services), a former service provider to the Funds. See Note 5 in Notes to Financial Statements for further information. See additional information below regarding per share impacts and total return from the year ended July 31, 2007 had this payment not occurred.


														Amount per
														share for Payment
	Total return excluding Payment by the Advisor (excludes sales charge)													by the Advisor^&

		Institutional			Class A			Class B			Class C				All Classes

Mid Cap Growth			17.24	%		16.93	%		16.06	%		16.07	%		$	0.01
Quality Growth			20.38	%		20.05	%		19.15	%		19.15	%		$	0.02
Disciplined Large Cap Value			14.44	%		14.13	%		13.38	%		13.34	%		$	–	ˆ
Dividend Growth			14.90	%		14.64	%		13.78	%		13.79	%		$	0.07
International Equity			24.57	%		24.27	%		23.36	%		23.31	%		$	–	ˆ
Total Return Bond			4.72	%		4.45	%		3.75	%		3.65	%		$	0.01

		ˆ		Amount is less than $.005.
		^&		Per share impact of the Payment by the Advisor was recognized by all classes on July 30, 2007. Calculation is based on outstanding shares as of July 30, 2007. Net Investment Income/(Loss) in these Financial Highlights includes the Payment by the Advisor.

‡	Includes interest expense relating to settlement of foreign futures. Interest expense was 0.01%, 0.01% and 0.02% for the six months ended January 31, 2011 and the years ended July 31, 2010 and July 31, 2009, respectively.
!	Includes extraordinary legal expenses.

		Institutional			Class A			Class B			Class C

	Year ended 7/31/10		0.32	%		0.31	%		0.29	%		0.39	%
	Year ended 7/31/09		0.39	%		0.38	%		0.39	%		0.25	%

†	During the six months ended January 31, 2011, Structured Large Cap Plus settled litigation with the Lehman Brothers Bankruptcy Trustee. See Note 15 in Notes to Financial Statements for further information. See additional information below regarding per share impacts and total return for the six months ended January 31, 2011 had this payment not occurred.


															Amount per
															share for Settlement
		Total Return excluding Settlement by Prime Broker (excludes sales charges)													with Prime Broker ^&

			Institutional			Class A			Class B			Class C				All Classes

Structured Large Cap Plus				18.09	%		18.01	%		17.53	%		17.22	%		$	0.06

&	Per share impact of the Settlement with Prime Broker was recognized by all classes on November 15, 2010. Calculation is based on outstanding shares as of November 15, 2010. Net Realized Gains/(Loss) in these Financial Highlights includes the Settlement with Prime Broker.

See notes to financial statements.

128

Fifth Third Funds

Notes to Financial Statements

January 31, 2011 (Unaudited)

(1) Organization

Fifth Third Funds (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company established as a Massachusetts business trust. The Trust consists of twenty-four separate investment portfolios.

The accompanying financial statements and notes relate only to the series of the Trust (individually a “Fund” and collectively the “Funds”) listed below. Each Fund is a diversified investment company for purposes of the Act, except for Fifth Third Dividend Growth Fund, which is a non-diversified investment company.

Fund Name

Fifth Third Small Cap Growth Fund (“Small Cap Growth”)
Fifth Third Mid Cap Growth Fund (“Mid Cap Growth”)
Fifth Third Quality Growth Fund (“Quality Growth”)
Fifth Third Dividend Growth Fund (“Dividend Growth”)
Fifth Third Micro Cap Value Fund (“Micro Cap Value”)
Fifth Third Small Cap Value Fund (“Small Cap Value”)
Fifth Third All Cap Value Fund (“All Cap Value”)
Fifth Third Disciplined Large Cap Value Fund (“Disciplined Large Cap Value”)
Fifth Third Structured Large Cap Plus Fund (“Structured Large Cap Plus”)
Fifth Third Equity Index Fund (“Equity Index”)
Fifth Third International Equity Fund (“International Equity”)
Fifth Third Strategic Income Fund (“Strategic Income”)
Fifth Third LifeModel Aggressive Fund^SM (“LifeModel Aggressive^SM”)
Fifth Third LifeModel Moderately Aggressive Fund^SM (“LifeModel Moderately Aggressive^SM”)
Fifth Third LifeModel Moderate Fund^SM (“LifeModel Moderate^SM”)
Fifth Third LifeModel Moderately Conservative Fund^SM (“LifeModel Moderately Conservative^SM”)
Fifth Third LifeModel Conservative Fund^SM (“LifeModel Conservative^SM”)
(the foregoing five funds collectively the “LifeModel Funds^SM”)
Fifth Third High Yield Bond Fund (“High Yield Bond”)
Fifth Third Total Return Bond Fund (“Total Return Bond”)
Fifth Third Short Term Bond Fund (“Short Term Bond”)

Short Term Bond has three classes of shares: Institutional, Class A, and Class C shares. Equity Index has seven classes of shares: Institutional, Class A, Class B, Class C, Select, Preferred and Trust shares. The remainder of the Funds each have four classes of shares: Institutional, Class A, Class B, and Class C shares. All Funds’ Class B shares are closed to new purchases as of this report date. Class A shares are subject to initial sales charges imposed at the time of purchase, as described in the Funds’ prospectuses. Certain redemptions of each of Class A shares made within twelve months of purchase, Class B shares made within six years of purchase and Class C shares made within twelve months of purchase are subject to contingent deferred sales charges, as described in the Funds’ prospectuses. Each class of shares for each Fund has identical rights and privileges except with respect to administrative services fees paid by Class C, Select, Preferred and Trust shares, distribution services fees paid by Class A, Class B, and Class C shares, voting rights on matters affecting a single class of shares, and the exchange privileges of each class of shares.

The financial statements of the underlying Fifth Third Funds in which the LifeModel Funds^SM invest should be read in conjunction with the financial statements for the applicable LifeModel Fund^SM.

(2) Significant Accounting Policies

The following is a summary of significant accounting policies consistently followed by the Funds in the preparation of their financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of financial statements in conformity

129

Fifth Third Funds

Notes to Financial Statements, continued
January 31, 2011 (Unaudited)

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 12.

Securities Transactions and Related Income — Securities transactions are accounted for on the date the security is purchased or sold (trade date). Interest income is recognized on an accrual basis and includes, where applicable, amortization of premium or accretion of discount. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds. Paydown gains and losses on mortgage- and asset-backed securities are recorded as adjustments to interest income. Withholding taxes on foreign dividends have been provided for in accordance with the applicable country’s tax rules and rates. The Fund may be subject to foreign taxes on income, gains on investments, or currency repatriation, a portion of which may be recoverable. The 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 33⅓% 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 Board of Trustees (“Trustees”) 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.

130

Fifth Third Funds

Notes to Financial Statements, continued

January 31, 2011 (Unaudited)

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 January 31, 2011 cash collateral received for the Funds engaged in securities lending was invested in the State Street Navigator Prime Securities Lending Portfolio. The non-cash collateral is made up of U.S. Treasury and U.S. agency bonds. The maturities range from February 28, 2011 to November 15, 2040, with interest rates ranging from 0.875% to 6.375%.

	Market Value
	of Securities		Cash		Non-Cash
Fund	on Loan		Collateral		Collateral

Small Cap Growth	$	13,911,810	$	14,245,164	$	—
Mid Cap Growth		12,044,564		12,315,514		—
Quality Growth		21,587,253		22,053,830		—
Dividend Growth		1,219,864		1,241,310		6,241
All Cap Value		5,611,311		5,788,058		—
Disciplined Large Cap Value		6,891,799		7,048,045		—
Equity Index		10,723,096		10,742,263		235,965
International Equity		9,097,787		9,536,144		—
Strategic Income		39,940		40,755		—
High Yield Bond		10,014,076		10,223,238		—
Total Return Bond		24,126,605		24,630,695		—
Short Term Bond		53,693,601		54,803,410		—

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 fees.

Distributions to Shareholders — Dividends, if any, from net investment income are generally declared/paid as follows:

Declared daily/paid monthly	Declared/paid monthly	Declared/paid quarterly	Declared/paid annually

Strategic Income	High Yield Bond	Dividend Growth	Small Cap Growth
	Total Return Bond	All Cap Value	Mid Cap Growth
	Short Term Bond	Disciplined Large Cap Value	Quality Growth
		Structured Large Cap Plus	Micro Cap Value
		Equity Index	Small Cap Value
		The LifeModel Funds^SM	International Equity

Distributable net realized gains, if any, are declared and distributed at least annually. Dividends declared and payable to shareholders are recorded on the ex-dividend date.

Dividends from net investment income and from net realized capital gains are determined in accordance with federal income tax regulations, which may differ from U.S. GAAP. These differences are primarily due to differing treatments for mortgage-backed securities, amortization and/or accretion of securities, foreign currency transactions, expiring capital loss carryforwards and deferrals of certain losses. To the extent distributions would exceed net investment income and net realized gains for tax purposes, 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.

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Federal Taxes — 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 January 31, 2011, the Funds have recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns.

The Funds file U.S. tax returns and returns in various foreign jurisdictions in which they invest. While the statute of limitations remains open to examine the Funds’ U.S. tax returns filed for the fiscal years from 2007-2009, 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.

(3) Securities and Other Investments

Repurchase Agreements — The Funds may enter into repurchase agreements only with banks and other recognized financial institutions, such as broker/dealers, which are deemed by Fifth Third Asset Management, Inc. (“FTAM” or the “Advisor”) to be creditworthy. It is the policy of the Funds to require the custodian or sub-custodian bank to take possession or have legally segregated in the Federal Reserve Book Entry System, all securities segregated as collateral under repurchase agreement transactions. 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.

Short Sales — Structured Large Cap Plus sells securities short, whereby it sells a security it generally does not own (the security is borrowed) in anticipation of a decline in the security’s price. The initial amount of a short sale is recorded as a liability, which is marked to market daily. Fluctuations in the value of the short liability are recorded as unrealized gains or losses. The Fund also may short a security when also holding a long position in the security (a “short against the box”), as the security’s price declines, the short position increases in value, offsetting the long position’s decrease in value. The opposite effect occurs if the security’s price rises. The Fund realizes a gain or loss upon closing of the short sale (returning the security to the counterparty by way of purchase or delivery of a long position owned). Possible losses from short sales may be unlimited, whereas losses from purchases cannot exceed the total amount invested. The Fund is liable to the buyer for any dividends payable on securities while those securities are in a short position. These dividends are an expense of the Fund. The Fund segregates cash and/or securities in a sufficient amount as collateral to the extent of open short positions. See Notes to Schedule of Investments.

Beginning in March 2009, the prime broker for the Fund’s short sales is Pershing, LLC. Pershing, LLC is a subsidiary of Bank of New York Mellon Corporation. The LifeModel Funds^SM invest in Structured Large Cap Plus. An increase in the expense ratio of Structured Large Cap Plus also affects the return on investments by the LifeModel Funds^SM.

When-Issued and Delayed Delivery Transactions — The Funds may engage in when-issued or delayed delivery (“TBAs”) transactions. The Funds record when-issued securities on the trade date and maintain security positions such that sufficient liquid assets will be available to make payment for the securities purchased. Securities purchased on a when-issued or delayed delivery basis are valued daily and begin earning interest on the settlement date. To the extent the Funds hold these types of securities, a sufficient amount of cash and/or securities is segregated as collateral. See Notes to Schedules of Investments.

(4) Financial Derivative Instruments

Foreign Currency Contracts — The Funds may enter into foreign currency contracts to settle planned purchases or sales of securities or to protect against a possible loss resulting from the adverse change in the

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relationship between the U.S. Dollar and a foreign currency involved in an underlying transaction. Foreign currency contracts are agreements between two parties to buy and sell a currency at a set price on a future date. The market value of a foreign currency contract fluctuates with changes in currency exchange rates. Foreign currency contracts are marked-to-market daily and the change in market value is recorded by a Fund as unrealized appreciation or depreciation. When a foreign currency contract is closed, the Fund records a realized gain or loss equal to the difference between the value at the time it was opened and the value at the time it was closed. These contracts may involve market risk in excess of the unrealized gain or loss reflected on the Statements of Assets and Liabilities. In addition, a Fund could be exposed to credit risk if a counterparty is unable or unwilling to meet the terms of the contracts or if the value of the currency changes unfavorably. In connection with these contracts, the Funds may segregate cash and/or securities in a sufficient amount as collateral in accordance with the terms of the respective contracts. Foreign currency contracts open as of this report date are listed in the Notes to Schedules of Investments.

Futures Contracts — The Funds, with the exception of Dividend Growth, may enter into futures contracts which represent a commitment for the future purchase or sale of an asset at a specified price on a specified date. The Funds may use futures contracts to gain exposure to, or hedge against changes in the value of equities, interest rates or foreign currencies. Cash and/or securities are segregated or delivered to dealers in order to maintain a position (“initial margin”). Subsequent payments made or received by a Fund based on the daily change in the market value of the position (“variation margin”) are recorded as receivable or payable. The Funds recognize unrealized appreciation or depreciation until the contract is closed out, at which time the gain or loss is realized. The use of futures contracts involves, to varying degrees, elements of market risk. Risks arise from the possible imperfect correlation in movements in the price of futures contracts, interest rates and the underlying hedged assets, and the possible inability of counterparties to meet the terms of their contracts. With futures, there is minimal counterparty credit risk to the Funds since futures are exchange traded and the exchange’s clearinghouse, as counterparty to all exchange traded futures, guarantees the futures against default. Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed on the Statements of Assets and Liabilities. To the extent these Funds have open futures contracts at period end, a sufficient amount of cash and/or securities, which is restricted as to its use by these Funds, is segregated as collateral. Futures contracts open as of this report date are listed in the Notes to Schedules of Investments.

Swap Agreements — The Funds may enter into swap transactions, which are privately negotiated agreements between a Fund and a counterparty (usually a broker-dealer) to exchange or swap investment cash flows, assets, or market-linked returns at specified, future intervals. A Fund may enter into interest rate, total return, credit default, and other forms of swap agreements to manage its exposure to interest rates and credit risk. In connection with these agreements, securities may be identified as collateral in accordance with the terms of the respective swap agreements.

Credit default swap agreements involve one party making a stream of payments to another party in exchange for the right to receive up to the par amount of the underlying instrument in the event of a default by a third party – typically, a corporate issuer or sovereign issuer of an emerging country – on its obligation. A Fund may use credit default swaps to provide a measure of protection against defaults of the issuers (i.e., to reduce risk where a Fund owns or has exposure to the issuer) or to take an active long or short position with respect to the likelihood of a particular issuer’s default. When it is a seller of protection, a Fund generally receives an upfront payment or a fixed rate of income throughout the term of the swap, provided that there is no credit event. If a Fund is a seller of protection and a credit event occurs, as defined under the terms of the particular swap agreement, a Fund must pay to the buyer of the protection an amount up to the notional value of the swap and, in certain instances, take delivery of the underlying asset. As the seller, a Fund would effectively add leverage to its portfolio because, in addition to its total net assets, a Fund would be subject to investment exposure on the notional amount of the swap. When it is a buyer of protection, a Fund generally makes an upfront payment or pays a fixed rate throughout the term of the swap. In addition, as a buyer of protection, a Fund generally receives an amount up to the notional value of the swap if a credit event occurs. The treatment of credit default swaps and other swap agreements that provide for contingent, non-periodic, “bullet-type”

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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 and Total Return Bond each 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 $150 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 certain Funds pursuant to an expense limitation agreement. See the table of advisory fees, waivers and expense limitations below.

Administration Fee — FTAM is the Trust’s administrator (the “Administrator”) and generally assists in all aspects of the Trust’s administration and operations, including providing the Funds with certain administrative personnel and services necessary to operate the Funds. FTAM receives administration fees at the annual rates shown below, which are computed daily and paid monthly based on average daily net assets of the Trust; the fees are prorated among the Funds based upon their relative average daily net assets.

	Administration Fee		Trust Average Daily Net Assets

	0.20%		Up to $1 billion
	0.18%		In excess of $1 billion up to $2 billion
	0.17%		In excess of $2 billion

For certain Funds, FTAM has voluntarily agreed to waive a portion of its administration fee. In addition, a $10,000 annual, per class, per Fund fee applies beyond the first four classes per Fund (only Equity Index has more than four classes), and each Fund that commences operations after September 18, 2002 is subject to an annual $20,000 minimum fee. FTAM has contractually agreed to waive fees and/or reimburse certain Funds pursuant to an expense limitation agreement. See the table of advisory fee, waivers and expense limitations below.

Advisory Fee, Waivers, Expense Limitations — In its capacity as Advisor and Administrator, FTAM has entered into an expense limitation agreement with the Funds. Under the terms of the expense limitation agreement, to the extent that ordinary operating expenses incurred by a Fund in any fiscal year exceed the

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specified expense limit for the Fund, the excess amount will be borne by FTAM. If the operating expenses are less than the specified expense limit for the Fund, FTAM shall be entitled to reimbursement of the fees waived or reduced to the extent that the operating expenses and the amount reimbursed do not exceed such expense limit for the Fund, under the period of the agreement (currently the period for the 37 months commencing November 2, 2009 or for the 12 months commencing November 26, 2010). 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 26, 2011 or November 30, 2012 (see table below). The Funds’ various annual fee rates, waivers and expense limitations as of this report date are as follows:

										Contractual
										Expense
										Limitation/
										Reimbursement	Class Expense Limitation*
				Advisory			Administration			Recoverable
	Advisory			Fee			Fee			Expiration							Reimbursement
Fund	Fee			Waiver			Waiver			Date	Institutional			A	B	C	Recoverable**

Small Cap Growth*		0.70	%		NA			NA		11/26/11		1.06	%	1.31%	2.06%	2.06%	$	16,873
Mid Cap Growth*		0.80	%		0.10	%		0.04	%	11/26/11		0.95	%	1.20%	1.95%	1.95%	$	48,530
Quality Growth		0.80	%		NA			0.02	%	11/26/11		1.06	%	1.31%	2.06%	2.06%	$	42,293
Dividend Growth		0.80	%		0.20	%		NA		11/26/11		0.73	%	0.98%	1.73%	1.73%	$	32,027
Micro Cap Value		1.00	%		NA			NA		11/26/11		1.35	%	1.60%	2.35%	2.35%	$	28,844
Small Cap Value*		0.90	%		0.05	%		0.07	%	11/26/11		1.08	%	1.33%	2.08%	2.08%	$	31,185
All Cap Value*		1.00	%		0.20	%		0.13	%	11/26/11		0.96	%	1.21%	1.96%	1.96%	$	112,837
Disciplined Large Cap Value*		0.80	%		0.10	%		0.15	%	11/26/11		0.82	%	1.07%	1.82%	1.82%	$	124,712
Structured Large Cap Plus*^‡		0.70	%		0.05	%		0.03	%	11/26/11		0.84	%	1.09%	1.84%	1.84%	$	48,161
Equity Indexˆ		0.30	%		0.20	%		0.065	%	11/30/12		0.19	%	0.44%	1.19%	1.19%	$	1,547,125
International EquityΩ		1.00	%		0.19	%		NA		11/26/11		1.16	%	1.41%	2.16%	2.16%	$	83,897
Strategic Income*		1.00	%		0.45	%		0.12	%	11/30/12		0.74	%	0.99%	1.74%	1.74%	$	721,476
LifeModel Aggressive^SM		0.15	%		0.12	%		NA		11/30/12		0.08	%	0.33%	1.08%	1.08%	$	669,105
LifeModel Moderately Aggressive^SM		0.15	%		0.12	%		NA		11/30/12		0.08	%	0.33%	1.08%	1.08%	$	1,139,559
LifeModel Moderate^SM		0.15	%		0.12	%		NA		11/30/12		0.08	%	0.33%	1.08%	1.08%	$	1,233,046
LifeModel Moderately Conservative^SM		0.15	%		0.12	%		NA		11/30/12		0.08	%	0.33%	1.08%	1.08%	$	396,501
LifeModel Conservative^SM		0.15	%		0.12	%		NA		11/30/12		0.08	%	0.33%	1.08%	1.08%	$	310,510
High Yield Bond		0.70	%		NA			NA		11/26/11		0.74	%	0.99%	1.74%	1.74%	$	47,571
Total Return Bond*		0.60	%		0.15	%		0.08	%	11/26/11		0.63	%	0.88%	1.63%	1.63%	$	129,977
Short Term Bond*		0.50	%		0.10	%		0.15	%	11/30/12		0.49	%	0.74%	NA	1.49%	$	836,879

*		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.


	Increase/(Decrease)
Fund	in Limitation			Effective Date

Small Cap Growth		0.05	%	November 26, 2010
Mid Cap Growth		0.07	%	November 26, 2010
Small Cap Value		(0.07	)%	November 26, 2010
All Cap Value		(0.08	)%	November 26, 2010
Disciplined Large Cap Value		(0.09	)%	November 26, 2010
Structured Large Cap Plus		0.12	%	November 26, 2010
Strategic Income		(0.12	)%	November 26, 2010
Total Return Bond		(0.02	)%	November 26, 2010
Short Term Bond		(0.06	)%	November 26, 2010

**		The cumulative amounts waived and/or reimbursed which may be potentially recoverable by FTAM under the expense limitation agreements for the period from November 2, 2009 through January 31, 2011 for those funds with expense limitation agreements expiring November 30, 2012 and for the period from November 26, 2010 through January 31, 2011 for those funds with expense limitation agreements expiring November 26, 2011.
‡		Because dividend expenses on short sales are excluded from this fund’s expense limitation, Net Expenses are expected to exceed the applicable expense limitation by the amount of these items.
ˆ		The annual limitations shown include 12b-1 or administrative services fees and are net of all waivers, voluntary or contractual. The limitations are 0.27%, 0.34% and 0.44% for Equity Index Select, Preferred and Trust Shares, respectively.
Ω		International Equity’s Advisory Fee is 0.85% for net assets in excess of $750 million.

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Accounting Fees — FTAM is the Funds’ accounting agent. FTAM receives accounting fees at the annual rates shown below which are computed daily and paid monthly based on average daily net assets of each Fund, subject to a $30,000 per Fund annual minimum, plus out-of-pocket expenses.

	Accounting Fee		Fund Average Daily Net Assets

	0.020%		Up to $500 million
	0.015%		In excess of $500 million up to $1 billion
	0.010%		In excess of $1 billion

In addition, a $10,000 annual flat per class, per fund fee applies beyond the initial class of shares.

Distribution and/or Servicing Fees — The Trust has adopted a Distribution Plan (the “Plan”) pursuant to Rule 12b-1 under the Act. FTAM Funds Distributor, Inc. is the Trust’s distributor/principal underwriter (the “Distributor”). Under the terms of the Plan, the Funds will compensate the Distributor from the net assets of the Funds’ Class A, Class B and Class C shares to finance activities intended to result in the 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 is paid to the finance agent who financed advance commissions, as applicable, on sales of these shares). FTAM is the Class C advance commission finance agent. For the six months ended January 31, 2011, FTAM earned $7,413 in CDSC fees from the Trust. Affiliates of FTAM earned reallowed sales commissions of $655,153 and 12b-1 distribution/servicing fees as well as administrative servicing fees (see below) of $67,027 from the Trust for the period ended as of the report date.

Administrative Servicing Fee — The Trust has a Shareholder Servicing Plan with the Distributor with respect to Class C, Select, Preferred and Trust Shares. Under the Agreement, certain administrative services, including those relating to the maintenance of shareholder accounts, were provided to these shareholders during the year. The Distributor, as well as other financial institutions (which may include affiliates of the Advisor) receives fees computed at rates up to or equal to those shown below, based on average daily net assets of the respective classes.

Class	Administrative Servicing Fee

Class C		0.25	%
Select		0.08	%
Preferred		0.15	%
Trust		0.25	%

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.

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Payments by Affiliates — Citi (formerly BISYS Fund Services, Inc. (“Citi”)), which formerly provided various services to the Trust, reached a settlement and entered into an order (the “Order”) with the Securities and Exchange Commission (“SEC”) regarding the SEC’s investigation of Citi’s past payment of certain marketing and other expenses with respect to certain of its mutual fund clients. Neither the Trust nor FTAM was a party to the Order, nor is the Trust or FTAM bound by the Order or its findings. It is unclear the extent to which the Trust, FTAM and certain of its former service providers are or may be affected by the SEC’s investigation of Citi or by the Order. In response to the SEC’s inquiries related to this matter, including those of the Trust’s former service arrangements with Citi, FTAM made a one time contribution of money to certain Funds of the Trust during the year ended July 31, 2007. The affected Funds and the amounts paid to such Funds were determined based on various factors such as certain Fund expenses during 1999 through 2001 as well as the applicable Funds’ net assets during this time period. The amount credited to each class of the applicable Funds was determined according to the relative net assets of such classes on the date the amounts were recognized. The amounts were allocated among the components of net assets for the fiscal year ended July 31, 2007 for each applicable Fund based upon its character for federal income tax purposes. The total returns for the year ended July 31, 2007 for each class of the applicable Funds would have been lower had the payments not been made; see Notes to Financial Highlights.

In July 2010, certain funds received a one time payment from the BISYS Fair Fund (a fund established pursuant to a settlement between the SEC and BISYS Fund Services, Inc. that requires, among other things, a distribution of settlement monies from the fair fund to benefit affected mutual funds). The impact of these payments is not reflected in the net expense ratios in the Financial Highlights. The impact to the net expense ratios and total return was not significant.

During the year ended July 31, 2009, the Advisor paid the following money to certain funds related to share price reprocessing stemming from the Lehman Brothers, Inc. bankruptcy. For each of the Funds, the payments did not have a significant impact on their respective total returns.

	Payment by
Fund	Advisor

Structured Large Cap Plus	$	64,452
LifeModel Aggressive^SM		31,587
LifeModel Moderately Aggressive^SM		44,610
LifeModel Moderate^SM		32,554
LifeModel Moderately Conservative^SM		11,077
LifeModel Conservative^SM		3,965

(6) Investment Transactions

Cost of purchases and proceeds from sales of investments (excluding short-term securities) for the period ended as of this report date were as follows:

	Non U.S. Governmental Securities				U.S. Government Securities

Fund	Purchases		Sales		Purchases		Sales

Small Cap Growth	$	17,048,965	$	21,841,812	$	—	$	—
Mid Cap Growth		42,135,060		56,712,179		—		—
Quality Growth		138,813,230		156,149,110		6,184		17,892
Dividend Growth		1,799,143		3,323,597		—		—
Micro Cap Value		14,717,587		8,390,524		—		—
Small Cap Value		35,657,983		32,952,775		—		—
All Cap Value		33,021,430		62,500,849		—		—
Disciplined Large Cap Value		95,185,117		250,718,078		—		—
Structured Large Cap Plus		55,258,567		57,673,120		—		—
Equity Index		42,571,132		2,742,634		—		—
International Equity		117,693,624		154,039,795		—		—
Strategic Income		32,089,004		18,087,051		3,550,078		2,685,256
LifeModel Aggressive^SM		6,289,212		14,145,000		—		—
LifeModel Moderately Aggressive^SM		10,397,023		22,410,000		—		—
LifeModel Moderate^SM		12,743,296		28,450,000		—		—
LifeModel Moderately Conservative^SM		4,967,751		8,615,000		—		—

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	Non U.S. Governmental Securities				U.S. Government Securities

Fund	Purchases		Sales		Purchases		Sales

LifeModel Conservative^SM	$	5,244,854	$	7,257,500	$	—	$	—
High Yield Bond		26,895,798		17,684,107		—		—
Total Return Bond		25,581,451		40,760,970		44,955,463		50,613,508
Short Term Bond		43,916,417		50,689,412		41,675,140		57,806,967

(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 33⅓% of a Fund’s net assets (except that with respect to Structured Large Cap Plus, borrowings may not exceed 10% of the Fund’s net assets) and must be repaid within 60 days. Drawn loans will be priced at a bid rate, though, in any event, not less than a fixed rate plus a spread determined by State Street. There were no borrowings against the line of credit during the six months ended January 31, 2011.

(8) Federal Tax Information

The tax character of distributions paid during the fiscal years ended January 31, 2010 and 2009 was as follows:

	Year ended July 31, 2010						Year ended July 31, 2009

	Distributions paid from						Distributions paid from

			Net		Total				Net		Total
	Ordinary		Long Term		Distributions		Ordinary		Long Term		Distributions
Fund	Income		Capital Gains		Paid		Income		Capital Gains		Paid

Mid Cap Growth	$	—	$	—	$	—	$	—	$	18,599,504	$	18,599,504
Quality Growth		773,931		—		773,931		1,785,090		12,504,389		14,289,479
Dividend Growth		96,788		—		96,788		241,615		—		241,615
Micro Cap Value		—		—		—		177,688		12,489		190,177
Small Cap Value		443,398		—		443,398		1,145,372		20,850		1,166,222
All Cap Value		1,307,949		—		1,307,949		3,208,122		12,448,038		15,656,160
Disciplined Large Cap Value		5,007,453		—		5,007,453		9,918,790		6,405,451		16,324,241
Structured Large Cap Plus		804,824		—		804,824		2,273,281		—		2,273,281
Equity Index		4,752,747		—		4,752,747		6,779,041		—		6,779,041
International Equity		7,752,561		—		7,752,561		8,795,977		42,624,633		51,420,610
Strategic Income		6,524,267		—		6,524,267		6,471,043		92,440		6,563,483
LifeModel Aggressive^SM		1,480,168		1,637,324		3,117,492		3,012,756		14,443,499		17,456,255
LifeModel Moderately Aggressive^SM		3,823,190		888,459		4,711,649		7,841,928		19,285,785		27,127,713
LifeModel Moderate^SM		7,550,470		—		7,550,470		15,066,250		18,699,879		33,766,129
LifeModel Moderately Conservative^SM		1,738,025		—		1,738,025		3,031,530		3,848,615		6,880,145
LifeModel Conservative^SM		1,503,585		—		1,503,585		2,178,274		817,947		2,996,221
High Yield Bond		4,051,402		—		4,051,402		4,177,451		—		4,177,451
Total Return Bond		16,842,203		—		16,842,203		25,772,859		—		25,772,859
Short Term Bond		6,266,629		—		6,266,629		8,419,898		—		8,419,898

As of July 31, 2010, the components of accumulated earnings/(deficit) on a tax basis were as follows:

	Undistributed		Undistributed		Accumulated			Unrealized		Total
	Ordinary		Long-Term		Capital and			Appreciation/		Accumulated
Fund	Income		Capital Gains		Other Losses			(Depreciation)*		Earnings/(Deficit)

Small Cap Growth	$	—	$	—	$	(14,524,092	)	$	7,191,374	$	(7,332,718	)
Mid Cap Growth		—		—		(48,000,650	)		7,494,366		(40,506,284	)
Quality Growth		326,831		—		(44,588,301	)		36,064,626		(8,196,844	)
Dividend Growth		7,362		—		(6,897,848	)		938,042		(5,952,662	)
Micro Cap Value		—		—		(5,769,407	)		1,921,259		(3,848,148	)
Small Cap Value		—		—		(9,729,936	)		3,638,834		(6,091,102	)
All Cap Value		46,819		—		(37,212,334	)		392,539		(36,772,976	)
Disciplined Large Cap Value		469,905		—		(111,615,535	)		27,355,705		(83,789,925	)

138

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January 31, 2011 (Unaudited)

	Undistributed			Undistributed		Accumulated			Unrealized			Total
	Ordinary			Long-Term		Capital and			Appreciation/			Accumulated
Fund	Income			Capital Gains		Other Losses			(Depreciation)*			Earnings/(Deficit)

Structured Large Cap Plus	$	502,140		$	—	$	(62,018,850	)	$	9,731,764		$	(51,784,946	)
Equity Index		493,565			9,309,390		(2,739	)		124,106,809			133,907,025
International Equity		5,415,526			—		(158,682,602	)		16,580,139			(136,686,937	)
Strategic Income		(79,508	)		—		(20,218,543	)		645,801			(19,652,250	)
LifeModel Aggressive^SM		—			—		(7,362,982	)		(26,063,222	)		(33,426,204	)
LifeModel Moderately Aggressive^SM		95,668			—		(14,873,487	)		(26,297,299	)		(41,075,118	)
LifeModel Moderate^SM		362,141			—		(29,067,694	)		(31,847,207	)		(60,552,760	)
LifeModel Moderately Conservative^SM		92,062			—		(3,443,551	)		(5,786,287	)		(9,137,776	)
LifeModel Conservative^SM		95,391			—		(2,026,849	)		(3,837,365	)		(5,768,823	)
High Yield Bond		117,615			—		(4,070,893	)		1,408,625			(2,544,653	)
Total Return Bond		139,873			—		(104,003,982	)		(10,237,400	)		(114,101,509	)
Short Term Bond		184,614			—		(19,244,408	)		1,190,687			(17,869,107	)

The difference between the book basis and tax basis unrealized appreciation (depreciation) is attributable to: tax deferral of losses on wash sales, the difference between book and tax amortization methods for premium and market discounts, passive foreign investment company losses and return of capital distributions.

As of July 31, 2010, 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	2011		2012		2013		2014		2015		2016		2017		2018		Total

Small Cap Growth	$	—	$	—	$	—	$	—	$	—	$	—	$	4,362,500	$	10,110,236	$	14,472,736
Mid Cap Growth		—		—		—		—		—		—		26,881,243		20,830,375		47,711,618
Quality Growth		—		—		—		—		—		—		2,550,731		42,037,571		44,588,302
Dividend Growth		3,023,983		39,378		—		—		—		—		1,348,987		2,485,499		6,897,847
Micro Cap Value		—		—		—		—		—		—		2,441,069		3,223,394		5,664,463
Small Cap Value		—		—		—		—		—		—		2,188,201		7,541,733		9,729,934
All Cap Value		—		—		—		—		—		—		11,136,332		26,076,002		37,212,334
Disciplined Large Cap Value		—		—		—		—		—		—		18,715,803		91,966,085		110,681,888
Structured Large Cap Plus		—		793,432		—		—		—		1,246,518		15,906,985		43,169,507		61,116,442
International Equity		5,161,371		—		—		—		—		—		67,425,163		70,912,135		143,498,669
Strategic Income		—		—		—		—		—		—		1,379,950		8,478,872		9,858,822
LifeModel Aggressive^SM		—		—		—		—		—		—		—		586,237		586,237
LifeModel Moderately
Aggressive^SM		—		—		—		—		—		—		—		2,785,698		2,785,698
LifeModel Moderate^SM		—		—		—		—		—		—		855,404		21,071,864		21,927,268
LifeModel Moderately
Conservative^SM		—		—		—		—		—		—		764,706		563,235		1,327,941
LifeModel Conservative^SM		—		—		—		—		—		—		180,556		395,728		576,284
High Yield Bond		—		—		—		—		382,634		—		1,319,442		2,368,816		4,070,892
Total Return Bond		2,967,989		3,490,975		6,705,683		12,507,496		4,893,287		1,172,463		28,880,095		36,422,219		97,040,207
Short Term Bond		—		—		4,755,928		9,778,491		4,709,395		—		—		—		19,243,814

Net capital losses incurred after October 31 and within the taxable year are deemed to arise on the first business day of the Funds’ next taxable year. For the year ended July 31, 2010, the following Funds deferred to August 1, 2010 post October capital losses, post October currency losses and post October passive foreign investment company losses of:

	Capital Losses

Small Cap Growth Fund	$	48,653
Mid Cap Growth		289,033
Micro Cap Value Fund		104,944
Disciplined Large Cap Value		933,643
Structured Large Cap Plus		285,691
International Equity		15,182,007
Strategic Income Fund		10,357,443
LifeModel Aggressive^SM		6,776,747
LifeModel Moderately Aggressive^SM		12,087,789
LifeModel Moderate^SM		7,140,425
LifeModel Moderately Conservative^SM		2,115,612
LifeModel Conservative^SM		1,450,565
Total Return Bond		6,961,921

139

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January 31, 2011 (Unaudited)

During the year ended July 31, 2010, the Funds used/expired capital loss carryforwards in the following amounts:

	Amount Used		Amount Expired

Mid Cap Growth	$	—	$	592,404
Quality Growth		—		3,066,910
Dividend Growth		—		10,084,841
Equity Index		3,210,240		—
International Equity		—		1,405,848
Short Term Bond		201,001		—

As of July 31, 2010, the following Funds have a current year Investment Company taxable loss:

	Taxable Loss

Small Cap Growth	$	244,824
Mid Cap Growth		273,412
Micro Cap Value		168,851

(9) Restricted Securities

The Funds may own investments that were purchased through private placement transactions or under Rule 144A of the Securities Act of 1933 (the “Securities Act”) and which cannot be sold without prior registration under the Securities Act or which may be limited due to certain sale restrictions. These securities are generally deemed to be illiquid and are valued at fair value as determined by FTAM’s Pricing Committee, comprised of personnel of the Advisor, subject to oversight by the Trustees, and in accordance with the Trust’s Security Valuation Procedures, which have been approved by the Trustees of the Trust. If and when such securities are registered, the costs of registering such securities are paid by the issuer. At January 31, 2011, Total Return Bond and Short Term Bond held the following restricted securities:

									Value as
			Acquisition		Acquisition		Fair		% of
		Security Type	Date		Cost		Value		Net Assets

Total Return Bond
Westpac Capital Trust IV	Corporate Bonds			2/8/07	$	1,386,386	$	1,385,437		0.53	%
Restructured Assets Certificates,
Series 2006-9, Class P	Mortgage-Backed Securities			8/10/06		5,234,953		3,603,600		1.39	%

					$	6,621,339	$	4,989,037		1.92	%

Short Term Bond
SVO VOI Mortgage Corp.,
Series 2005-AA, Class A	Asset-Backed Securities			11/16/05	$	459,139	$	492,944		0.18	%

(10) Principal Risks

Concentration Risk — International Equity invests in equity and fixed income securities of non-U.S. issuers. Although the Fund maintains a diversified investment portfolio, political or economic developments within a particular country or region may have an adverse effect on the ability of domiciled issuers to meet their obligations. Additionally, political or economic developments may have an adverse effect on the liquidity and volatility of portfolio securities and currency holdings.

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.

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Interest Rate Risk — Interest rate risk is the risk that fixed income securities will decline in value because of changes in interest rates. A rise in interest rates typically causes a fall in values. Interest rate risk should be modest for shorter-term securities, moderate for intermediate-term securities and high for longer-term securities. Generally, an increase in the average maturity of a Fund will make it more sensitive to interest rate risk.

Foreign Currency Risk — If a Fund invests directly in foreign currencies or in securities that trade in, and receive revenues in, foreign currencies, or in derivatives that provide exposure to foreign currencies, it will be subject to the risk that those currencies will decline in value relative to the U.S. dollar. This also includes the risk associated with higher transaction costs, delayed settlements, currency controls and adverse economic developments related to foreign investments.

(11) 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 inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

The Funds’ policy is to recognize transfers between levels at the end of the reporting period. There were no transfers between level 1 and level 2 during the period ended January 31, 2011.

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January 31, 2011 (Unaudited)

(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.

142

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January 31, 2011 (Unaudited)

Derivative Instruments — Listed derivatives that are actively traded are valued based on quoted prices from the exchange and are categorized in level 1 of the fair value hierarchy. Over the counter (OTC) derivative contracts include swap contracts related to the credit standing of reference entities. Depending on the product and the terms of the transaction, the fair value of the OTC derivative products can be modeled taking in to account the counterparties’ creditworthiness and using a series of techniques, including simulation models. The OTC derivative products valued by the Funds using pricing models are categorized within level 2 of the fair value hierarchy.

The market value of securities fair valued in accordance with procedures adopted by the Trustees as a percentage of total net assets as of this report date was 1.83% for Total Return Bond and 0.36% for Short Term Bond.

The following is a summary of the fair value hierarchy according to the inputs used as of January 31, 2011 in valuing the Funds’ assets and liabilities:

	Fair Value Measurement at 1/31/2011 using

	Quoted Prices		Significant Other		Significant
	in Active Markets		Observable		Unobservable
	for Identical Investments		Inputs		Inputs		Value at
	(Level 1)		(Level 2)		(Level 3)		1/31/11

Small Cap Growth

Assets
Common Stock*	$	47,699,232	$	—	$	—	$	47,699,232
Investment Companies		14,245,164		—		—		14,245,164
Investments in Affiliates		555,450		—		—		555,450

Total	$	62,499,846	$	—	$	—	$	62,499,846

Mid Cap Growth

Assets
Common Stock*	$	87,304,422	$	—	$	—	$	87,304,422
Investment Companies		12,315,514		—		—		12,315,514
Investments in Affiliates		1,104,966		—		—		1,104,966

Total	$	100,724,902	$	—	$	—	$	100,724,902

Quality Growth

Assets
Common Stock*	$	325,715,504	$	—	$	—	$	325,715,504
Investment Companies		22,053,830		—		—		22,053,830
Asset-Backes Securities		—		66,702				66,702
Corporate Bonds		—		195,951				195,951
Mortgage Backed Securities		—		742,610				742,610
Investments in Affiliates		4,394,075		—		—		4,394,075

Total	$	352,163,409	$	1,005,263	$	—	$	353,168,672

Dividend Growth

Assets
Common Stock*	$	6,622,758	$	—	$	—	$	6,622,758
Investment Companies		1,241,310		—		—		1,241,310
Investments in Affiliates		129,043		—		—		129,043

Total	$	7,993,111	$	—	$	—	$	7,993,111

Micro Cap Value

Assets
Common Stock*	$	44,720,758	$	—	$	—	$	44,720,758
Investments in Affiliates		2,210,969		—		—		2,210,969

Total	$	46,931,727	$	—	$	—	$	46,931,727

143

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Notes to Financial Statements, continued
January 31, 2011 (Unaudited)

	Fair Value Measurement at 1/31/2011 using

	Quoted Prices			Significant Other		Significant
	in Active Markets			Observable		Unobservable
	for Identical Investments			Inputs		Inputs		Value at
	(Level 1)			(Level 2)		(Level 3)		1/31/11

Small Cap Value

Assets
Common Stock*	$	72,498,532		$	—	$	—	$	72,498,532
Investments in Affiliates		192,383			—		—		192,383

Total	$	72,690,915		$	—	$	—	$	72,690,915

All Cap Value

Assets
Common Stock*	$	117,281,681		$	—	$	—	$	117,281,681
Investment Companies		5,788,058			—		—		5,788,058
Investments in Affiliates		784,407			—		—		784,407

Total	$	123,854,146		$	—	$	—	$	123,854,146

Disciplined Large Cap Value

Assets
Common Stock*	$	223,223,075		$	—	$	—	$	223,223,075
Investment Companies		7,048,045			—		—		7,048,045
Investments in Affiliates		2,601,438			—		—		2,601,438

Total	$	232,872,558		$	—	$	—	$	232,872,558

Structured Large Cap Plus

Assets
Common Stock*	$	118,678,352		$	—	$	—	$	118,678,352
Investments in Affiliates		1,655,039			—		—		1,655,039
Other Financial Instruments**
Equity Contracts		—			81,727		—		81,727

Total	$	120,333,391		$	81,727	$	—	$	120,415,118

Liabilities
Securities Sold Short	$	(27,458,688	)	$	—	$	—	$	(27,458,688	)

Total	$	(27,458,688	)	$	—	$	—	$	(27,458,688	)

Equity Index

Assets
Common Stock*	$	350,151,856		$	—	$	—	$	350,151,856
Investment Companies		10,742,263			—		—		10,742,263
Investments in Affiliates		11,006,701			—		—		11,006,701
Other Financial Instruments**
Equity Contracts		—			297,819		—		297,819

Total	$	371,900,820		$	297,819	$	—	$	372,198,639

International Equity

Assets
Common Stock*	$	237,318,113		$	—	$	—	$	237,318,113
Investment Companies		10,968,648			—		—		10,968,648
Investments in Affiliates		4,804,911			—		—		4,804,911
Other Financial Instruments**
Equity Contracts		146,398			—		—		146,398
Foreign Exchange Contracts		98,759			—		—		98,759

Total	$	253,336,829		$	—	$	—	$	253,336,829

Liabilities
Other Financial Instruments**
Foreign Exchange Contracts	$	(12,281	)	$	—	$	—	$	(12,281	)

Total	$	(12,281	)	$	—	$	—	$	(12,281	)

144

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January 31, 2011 (Unaudited)

	Fair Value Measurement at 1/31/2011 using

	Quoted Prices			Significant Other			Significant
	in Active Markets			Observable			Unobservable
	for Identical Investments			Inputs			Inputs		Value at
	(Level 1)			(Level 2)			(Level 3)		1/31/11

Strategic Income

Assets
Asset-Backed Securities	$	—		$	4,828,214		$	—	$	4,828,214
Corporate Bonds		—			25,560,957			—		25,560,957
Foreign Bonds*		—			10,212,442			—		10,212,442
Mortgage-Backed Securities		—			9,873,711			—		9,873,711
U.S. Treasury Obligations		—			726,683			—		726,683
Common Stocks*		14,747,357			—			—		14,747,357
Investment Companies		3,477,790			—			—		3,477,790
Convertible Preferred Stocks		5,421,058			—			—		5,421,058
Preferred Stocks		48,856,957			—			—		48,856,957
Investments in Affiliates		915,889			—			—		915,889
Other Financial Instruments
Foreign Exchange Contracts		12,129			—			—		12,129

Total	$	73,431,180		$	51,202,007		$	—	$	124,633,187

Liabilities
Other Financial Instruments**
Credit Contracts	$	—		$	(917	)	$	—	$	(917	)
Interest Rate Contracts		(13,814	)		—		$	—		(13,814	)

Total	$	(13,814	)	$	(917	)	$	—	$	(14,731	)

LifeModel Aggressive^SM

Assets
Investments in Affiliates	$	118,678,855		$	—		$	—	$	118,678,855

Total	$	118,678,855		$	—		$	—	$	118,678,855

LifeModel Moderately Aggressive^SM

Assets
Investments in Affiliates	$	199,447,110		$	—		$	—	$	199,447,110

Total	$	199,447,110		$	—		$	—	$	199,447,110

LifeModel Moderate^SM

Assets
Investments in Affiliates	$	266,211,705		$	—		$	—	$	266,211,705

Total	$	266,211,705		$	—		$	—	$	266,211,705

LifeModel Moderately Conservative^SM

Assets
Investments in Affiliates	$	57,545,707		$	—		$	—	$	57,545,707

Total	$	57,545,707		$	—		$	—	$	57,545,707

LifeModel Conservative^SM

Assets
Investments in Affiliates	$	39,482,306		$	—		$	—	$	39,482,306

Total	$	39,482,306		$	—		$	—	$	39,482,306

High Yield Bond

Assets
Convertible Bonds	$	—		$	236,929		$	—	$	236,929
Corporate Bonds		—			59,994,512			—		59,994,512
Foreign Bonds*		—			4,989,078			—		4,989,078
Investment Companies		10,223,238			—			—		10,223,238
Preferred Stocks		1,109,424			—			—		1,109,424
Investments in Affiliates		783,479			—			—		783,479

Total	$	12,116,141		$	65,220,519		$	—	$	77,336,660

145

Fifth Third Funds

Notes to Financial Statements, continued
January 31, 2011 (Unaudited)

	Fair Value Measurement at 1/31/2011 using

	Quoted Prices			Significant Other			Significant
	in Active Markets			Observable			Unobservable
	for Identical Investments			Inputs			Inputs		Value at
	(Level 1)			(Level 2)			(Level 3)		1/31/11

Total Return Bond

Assets
Asset-Backed Securities	$	—		$	10,107,682		$	—	$	10,107,682
Corporate Bonds		—			60,515,282			—		60,515,282
Foreign Bonds*		—			16,642,094			—		16,642,094
Mortgage-Backed Securities
Agency Collateral Other		—			—			3,603,600		3,603,600
Other		—			141,410,326			—		141,410,326
Municipal Bonds		—			4,372,095			—		4,372,095
U.S. Treasury Obligations		—			13,474,330			—		13,474,330
Investment Companies		24,630,695			—			—		24,630,695
Preferred Stocks		7,526,570			—			—		7,526,570
Investments in Affiliates		8,079,949			—			—		8,079,949
Other Financial Instruments**
Interest Rate Contracts		39,279			—			—		39,279

Total	$	40,276,493		$	246,521,809		$	3,603,600	$	290,401,902

Liabilities
Other Financial Instruments**
Credit Contracts	$	—		$	(6,416	)	$	—	$	(6,416	)
Interest Rate Contracts		(86,625	)		—			—		(86,625	)

Total	$	(86,625	)	$	(6,416	)	$	—	$	(93,041	)

Short Term Bond

Assets
Asset-Backed Securities	$	—		$	23,271,215		$	—	$	23,271,215
Corporate Bonds		—			59,965,359			—		59,965,359
Foreign Bonds*		—			14,009,392			—		14,009,392
Mortgage-Backed Securities		—			53,445,239			—		53,445,239
Municipal Bonds		—			2,382,336			—		2,382,336
U.S. Government Agency Securities		—			85,421,271			—		85,421,271
U.S. Treasury Obligations		—			23,361,722			—		23,361,722
Investment Companies		54,803,410			—			—		54,803,410
Investments in Affiliates		4,596,442			—			—		4,596,442
Other Financial Instruments**
Interest Rate Contracts		6,968			—			—		6,968

Total	$	59,406,820		$	261,856,534		$	—	$	321,263,354

*		Refer to Schedules of Investments for further information by industry/type and country.
**		Financial derivative instruments may include open future contracts, swap contracts and forward foreign currency contracts.

The following is a reconciliation of the fair valuation using significant unobservable inputs (level 3) for the Funds during the six months ended January 31, 2011:

																				Net
																				Change in
																				Unrealized
												Total								Appreciation
									Total			Change in								(Depreciation)
	Beginning		Net			Accrued			Realized			Unrealized		Transfers		Transfers		Ending		on Investments
	Balance		Purchases			Discounts			Gains			Appreciation		in to		Out of		Balance		Held at
Quality Growth	7/31/2010		(Sales)			(Premiums)			(Losses)			(Depreciation)		Level 3		Level 3		1/31/2011		1/31/2011

Asset Backed Securities
Other ABS	$	38,693	$	(50,833	)	$	(5,545	)	$	(4,080	)	$	21,765	$	—	$	—	$	—	$	—

Total	$	38,693	$	(50,833	)	$	(5,545	)	$	(4,080	)	$	21,765	$	—	$	—	$	—	$	—

146

Fifth Third Funds

Notes to Financial Statements, continued

January 31, 2011 (Unaudited)

																					Net
																					Change in
																					Unrealized
												Total									Appreciation
									Total			Change in									(Depreciation)
	Beginning		Net			Accrued			Realized			Unrealized			Transfers		Transfers		Ending		on Investments
	Balance		Purchases			Discounts			Gains			Appreciation			in to		Out of		Balance		Held at
Strategic Income	7/31/2010		(Sales)			(Premiums)			(Losses)			(Depreciation)			Level 3		Level 3		1/31/2011		1/31/2011

Asset Backed Securities
Other ABS	$	425,622	$	(559,158	)	$	(66,741	)	$	(43,614	)	$	243,891		$	—	$	—	$	—	$	—
Corporate Bonds
Airlines		1,067,216		(1,072,135	)		(47	)		46,663			(41,697	)		—		—		—		—

Total	$	1,492,838		(1,631,293	)	$	(66,788	)	$	3,049		$	202,194		$	—	$	—	$	—	$	—

																					Net
																					Change in
																					Unrealized
												Total									Appreciation
									Total			Change in									(Depreciation)
	Beginning		Net			Accrued			Realized			Unrealized			Transfers		Transfers		Ending		on Investments
	Balance		Purchases			Discounts			Gains			Appreciation			in to		Out of		Balance		Held at
Total Return Bond	7/31/2010		(Sales)			(Premiums)			(Losses)			(Depreciation)			Level 3		Level 3		1/31/2011		1/31/2011

Asset Backed Securities
Other ABS	$	878,329	$	(1,153,898	)	$	(136,871	)	$	(88,679	)	$	501,119		$	—	$	—	$	—	$	—
Corporate Bonds
Airlines		1,504,775		(1,511,710	)		(67	)		66,104			(59,102	)		—		—		—		—
Corporate Bonds
Agency Collateral Other		3,445,575		—			(5	)		—			158,030			—		—		3,603,600		158,030

Total	$	5,828,679	$	(2,665,608	)	$	(136,943	)	$	(22,575	)	$	600,047		$	—	$	—	$	3,603,600	$	158,030

(14) Fair Value of Derivative Instruments

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

Structured Large Cap Plus

Fair Values of Derivative Instruments on the Statement of Assets and Liabilities as of January 31, 2011:

	Derivatives Not Accounted for as Hedging Instruments Under Statement 133

	Interest Rate		Foreign Exchange		Credit		Equity		Other
	Contracts		Contracts		Contracts		Contracts		Contracts		Total

Asset Derivatives

Receivable for variation
margin on futures
contracts**	$	—	$	—	$	—	$	81,727	$	—	$	81,727

The Effect of Derivative Instruments on the Statement of Operations for the six months ended January 31, 2011:

	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 on futures
transactions	$	—	$	—	$	—	$	298,856	$	—	$	298,856

Net Change in Unrealized
Appreciation/(Depreciation)
on Derivatives Recognized
as a Result from Operations

Change in unrealized
appreciation/(depreciation)
on investments and futures	$	—	$	—	$	—	$	51,724	$	—	$	51,724

147

Fifth Third Funds

Notes to Financial Statements, continued
January 31, 2011 (Unaudited)

Equity Index

Fair Values of Derivative Instruments on the Statement of Assets and Liabilities as of January 31, 2011:

	Derivatives Not Accounted for as Hedging Instruments Under Statement 133

	Interest Rate		Foreign Exchange		Credit		Equity		Other
	Contracts		Contracts		Contracts		Contracts		Contracts		Total

Asset Derivatives

Receivable for variation
margin on futures
contracts**	$	—	$	—	$	—	$	297,819	$	—	$	297,819

The Effect of Derivative Instruments on the Statement of Operations for the six months ended January 31, 2011:

	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 on futures
transactions	$	—	$	—	$	—	$	2,196,283	$	—	$	2,196,283

Net Change in Unrealized
Appreciation/(Depreciation)
on Derivatives Recognized
as a Result from Operations

Change in unrealized
appreciation/(depreciation)
on investments and futures	$	—	$	—	$	—	$	161,258	$	—	$	161,258

International Equity

Fair Values of Derivative Instruments on the Statement of Assets and Liabilities as of January 31, 2011:

	Derivatives Not Accounted for as Hedging Instruments Under Statement 133

	Interest Rate		Foreign Exchange		Credit		Equity			Other
	Contracts		Contracts		Contracts		Contracts			Contracts		Total

Asset Derivatives

Receivable for variation
margin on futures
contracts**	$	—	$	98,759	$	—	$	146,398		$	—	$	245,157

Liabilities Derivatives

Payable for variation
margin on futures
contracts**	$	—	$	—	$	—	$	(12,281	)	$	—	$	(12,281	)

The Effect of Derivative Instruments on the Statement of Operations for the six months ended January 31, 2011:

	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 on futures
transactions	$	—	$	603,208		$	—	$	542,695	$	—	$	1,145,903

Net Change in Unrealized
Appreciation/(Depreciation)
on Derivatives Recognized
as a Result from Operations


Change in unrealized
appreciation/(depreciation)
on investments and futures	$	—	$	(97,120	)	$	—	$	77,203	$	—	$	(19,917	)

148

Fifth Third Funds

Notes to Financial Statements, continued

January 31, 2011 (Unaudited)

Strategic Income

Fair Values of Derivative Instruments on the Statement of Assets and Liabilities as of January 31, 2011:

	Derivatives Not Accounted for as Hedging Instruments Under Statement 133

	Interest Rate			Foreign Exchange		Credit			Equity		Other
	Contracts			Contracts		Contracts			Contracts		Contracts		Total

Asset Derivatives

Unrealized appreciation on
forward foreign currency
contracts	$	—		$	12,129	$	—		$	—	$	—	$	12,129

Liabilities Derivatives

Unrealized depreciation on
credit default swap
agreements	$	—		$	—	$	(917	)	$	—	$	—	$	(917	)
Payable for variation margin
on futures contracts**		(13,814	)		—		—			—		—		(13,814	)

	$	(13,814	)	$	—	$	(917	)	$	—	$	—	$	(14,731	)

The Effect of Derivative Instruments on the Statement of Operations for the six months ended January 31, 2011:

	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 on futures
transactions	$	(1	)	$	—		$	—		$	—	$	—	$	(1	)
Net realized gains/(losses)
on investments, swaps and
foreign currency
transactions		—			(133,665	)		24,734			—		—		(108,931	)

	$	(1	)	$	(133,665	)	$	24,734		$	—	$	—	$	(108,932	)

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
translations	$	(13,814	)	$	122,917		$	(17,851	)	$	—	$	—	$	91,252

Total Return Bond

Fair Values of Derivative Instruments on the Statement of Assets and Liabilities as of January 31, 2011:

	Derivatives Not Accounted for as Hedging Instruments Under Statement 133

	Interest Rate			Foreign Exchange		Credit			Equity		Other
	Contracts			Contracts		Contracts			Contracts		Contracts		Total

Asset Derivatives

Receivable for variation
margin on futures
contracts**	$	39,279		$	—	$	—		$	—	$	—	$	39,279

Liabilities Derivatives

Payable for variation margin
on futures contracts**	$	(86,625	)	$	—	$	—		$	—	$	—	$	(86,625	)
Unrealized depreciation on
credit default swap
agreements		—			—		(6,416	)		—		—		(6,416	)

	$	(86,625	)	$	—	$	(6,416	)	$	—	$	—	$	(93,041	)

149

Fifth Third Funds

Notes to Financial Statements, continued
January 31, 2011 (Unaudited)

Total Return Bond, continued

The Effect of Derivative Instruments on the Statement of Operations for the six months ended January 31, 2011:

	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 on futures
transactions	$	22,522		$	—	$	—		$	—	$	—	$	22,522
Net realized gains/(losses)
on investments, swaps
and foreign currency
transactions		—			—		80,837			—		—		80,837

	$	22,522		$	—	$	80,837		$	—	$	—	$	103,359

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
translations	$	(379,877	)	$	—	$	(35,048	)	$	—	$	—	$	(414,925	)

Short Term Bond

Fair Values of Derivative Instruments on the Statement of Assets and Liabilities as of January 31, 2011:

	Derivatives Not Accounted for as Hedging Instruments Under Statement 133

	Interest Rate		Foreign Exchange		Credit		Equity		Other
	Contracts		Contracts		Contracts		Contracts		Contracts		Total

Assets Derivatives

Receivable for variation
margin on futures
contracts**	$	6,968	$	—	$	—	$	—	$	—	$	6,968

The Effect of Derivative Instruments on the Statement of Operations for the six months ended January 31, 2011:

	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 on futures
transactions	$	1,545		$	—	$	—	$	—	$	—	$	1,545

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
translations	$	(9,869	)	$	—	$	—	$	—	$	—	$	(9,869	)

*		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.

150

Fifth Third Funds
Notes to Financial Statements, continued
January 31, 2011 (Unaudited)

For the six months ended January 31, 2011, the average quarterly balance of outstanding derivative financial instruments was as follows:

	Structured
	Large		International	Strategic	Total	Short
	Cap Plus	Equity Index	Equity	Income	Return Bond	Term Bond

Forward currency contracts:
Average number of contracts	—	—	—	2	—	—
Average U.S. dollar amounts purchased	—	—	—	1,174,568	—	—
Futures contracts:
Average number of contracts purchased	8	39	124	—	102	18
Average number of contracts sold	—	—	—	8	—	—
Average notional amount of contracts purchased
	2,293,502	11,245,868	10,509,113	—	12,562,621	4,009,500
Average notional amount of contracts sold	—	—	—	990,122	—	—
Swap contracts:
Average notional amount of contracts purchased	—	—	—	—	—	—
Average notional amount of contracts sold	—	—	—	1,166,667	5,166,667	—

(15) Information Regarding Settled Legal Proceedings

Prior to September 19, 2009, Lehman Brothers, Inc. (“LBI”) served as the exclusive prime broker for short sales in the Structured Large Cap Plus Fund. Due to bankruptcy, LBI’s business was liquidated under the Securities Investor Protection Act of 1970. The trustee for the liquidation proceedings (the “Liquidation Trustee”) had taken a position with respect to the valuation date for the Fund’s short positions which Fund management believed to be incorrect and materially disadvantageous to the Fund. The Fund settled with the Liquidation Trustee on November 15, 2010. The effect of the settlement on the total return is disclosed in the Notes to the Financial Highlights.

In accordance with the Fund’s prospectus, the Fund’s legal expenses related to these matters were considered extraordinary expenses and therefore borne by the Fund without regard to the Fund’s expense limitation agreement. There were no extraordinary legal expenses incurred in the six months ended January 31, 2011. The impact of extraordinary legal expenses in prior years is disclosed in the Notes to the Financial Highlights.

(16) Other Tax Information

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. Additional information regarding the impact of the Act, if any, will be contained within the relevant sections of the notes to the financial statements for the fiscal year ending July 31, 2011.

(17) Subsequent Events

Management has evaluated the possibility of subsequent events and has determined that there are no additional events that would require adjustment to or additional disclosure in the Funds’ financial statements.

151

Fifth Third Funds
Supplemental Information (Unaudited)

EXPENSE EXAMPLE

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from August 1, 2010 through January 31, 2011.

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
		8/1/10		1/31/11		8/1/10-1/31/11		8/1/10-1/31/11

Small Cap Growth	Institutional Shares		$1,000.00		$1,241.50		$5.82		1.03	%
	Class A Shares		1,000.00		1,238.50		7.22		1.28	%
	Class B Shares		1,000.00		1,233.50		11.43		2.03	%
	Class C Shares		1,000.00		1,233.90		11.37		2.03	%

Mid Cap Growth	Institutional Shares		1,000.00		1,274.80		5.22		0.91	%
	Class A Shares		1,000.00		1,273.20		6.65		1.16	%
	Class B Shares		1,000.00		1,269.20		10.92		1.91	%
	Class C Shares		1,000.00		1,269.10		10.92		1.91	%

Quality Growth	Institutional Shares		1,000.00		1,202.40		5.58		1.06	%
	Class A Shares		1,000.00		1,200.90		7.27		1.31	%
	Class B Shares		1,000.00		1,197.00		11.41		2.06	%
	Class C Shares		1,000.00		1,196.60		11.41		2.06	%

Dividend Growth	Institutional Shares		1,000.00		1,153.70		3.96		0.73	%
	Class A Shares		1,000.00		1,152.60		5.32		0.98	%
	Class B Shares		1,000.00		1,147.80		9.37		1.73	%
	Class C Shares		1,000.00		1,147.70		9.37		1.73	%

Micro Cap Value	Institutional Shares		1,000.00		1,148.00		7.31		1.35	%
	Class A Shares		1,000.00		1,148.80		8.67		1.60	%
	Class B Shares		1,000.00		1,141.50		12.74		2.35	%
	Class C Shares		1,000.00		1,141.50		12.68		2.35	%

Small Cap Value	Institutional Shares		1,000.00		1,140.40		6.15		1.12	%
	Class A Shares		1,000.00		1,139.50		7.55		1.37	%
	Class B Shares		1,000.00		1,135.50		11.57		2.12	%
	Class C Shares		1,000.00		1,134.70		11.46		2.12	%

All Cap Value	Institutional Shares		1,000.00		1,192.70		5.58		1.01	%
	Class A Shares		1,000.00		1,191.90		6.96		1.26	%
	Class B Shares		1,000.00		1,186.80		11.08		2.01	%
	Class C Shares		1,000.00		1,186.70		11.08		2.01	%


*		Expenses are equal to the average account value times the Fund’s annualized expense ratio multiplied by the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year.

152

Fifth Third Funds
Supplemental Information (Unaudited), continued

						Expense		Expense
		Beginning		Ending		Paid		Ratio
		Account		Account		During		During
		Value		Value		Period*		Period
		8/1/10		1/31/11		8/1/10-1/31/11		8/1/10-1/31/11

Disciplined Large Cap Value	Institutional Shares		$1,000.00		$1,169.90		$4.81		0.88	%
	Class A Shares		1,000.00		1,167.90		6.17		1.13	%
	Class B Shares		1,000.00		1,164.70		10.26		1.88	%
	Class C Shares		1,000.00		1,164.10		10.25		1.88	%

Structured Large Cap Plus	Institutional Shares		1,000.00		1,187.90		7.50		1.37	%
	Class A Shares		1,000.00		1,187.20		8.88		1.61	%
	Class B Shares		1,000.00		1,182.40		12.98		2.36	%
	Class C Shares		1,000.00		1,181.30		13.03		2.37	%

Equity Index	Institutional Shares		1,000.00		1,178.90		1.04		0.19	%
	Class A Shares		1,000.00		1,177.10		2.41		0.44	%
	Class B Shares		1,000.00		1,173.10		6.52		1.19	%
	Class C Shares		1,000.00		1,171.60		6.51		1.19	%
	Select shares		1,000.00		1,178.00		1.48		0.27	%
	Preferred Shares		1,000.00		1,178.20		1.87		0.34	%
	Trust Shares		1,000.00		1,177.40		2.41		0.44	%

International Equity	Institutional Shares		1,000.00		1,174.20		6.41		1.17	%
	Class A Shares		1,000.00		1,174.40		7.78		1.42	%
	Class B Shares		1,000.00		1,168.50		11.86		2.17	%
	Class C Shares		1,000.00		1,169.70		11.87		2.17	%

Strategic Income	Institutional Shares		1,000.00		1,057.80		4.20		0.81	%
	Class A Shares		1,000.00		1,056.60		5.49		1.06	%
	Class B Shares		1,000.00		1,051.60		9.36		1.81	%
	Class C Shares		1,000.00		1,052.20		9.36		1.81	%

LifeModel Aggressive^SM	Institutional Shares		1,000.00		1,187.30		0.44		0.08	%
	Class A Shares		1,000.00		1,185.40		1.82		0.33	%
	Class B Shares		1,000.00		1,182.50		5.94		1.08	%
	Class C Shares		1,000.00		1,181.50		5.94		1.08	%

LifeModel Moderately Aggressive^SM	Institutional Shares		1,000.00		1,150.50		0.43		0.08	%
	Class A Shares		1,000.00		1,149.20		1.79		0.33	%
	Class B Shares		1,000.00		1,144.70		5.84		1.08	%
	Class C Shares		1,000.00		1,144.80		5.84		1.08	%

LifeModel Moderate^SM	Institutional Shares		1,000.00		1,113.10		0.43		0.08	%
	Class A Shares		1,000.00		1,111.80		1.76		0.33	%
	Class B Shares		1,000.00		1,107.10		5.74		1.08	%
	Class C Shares		1,000.00		1,107.20		5.74		1.08	%

LifeModel Moderately Conservative^SM	Institutional Shares		1,000.00		1,095.50		0.42		0.08	%
	Class A Shares		1,000.00		1,094.30		1.74		0.33	%
	Class B Shares		1,000.00		1,089.20		5.69		1.08	%
	Class C Shares		1,000.00		1,089.40		5.69		1.08	%

LifeModel Conservative^SM	Institutional Shares		1,000.00		1,058.20		0.42		0.08	%
	Class A Shares		1,000.00		1,056.90		1.71		0.33	%
	Class B Shares		1,000.00		1,052.90		5.59		1.08	%
	Class C Shares		1,000.00		1,053.70		5.59		1.08	%

High Yield Bond	Institutional Shares		1,000.00		1,078.90		3.88		0.74	%
	Class A Shares		1,000.00		1,079.00		5.19		0.99	%
	Class B Shares		1,000.00		1,073.70		9.09		1.74	%
	Class C Shares		1,000.00		1,073.90		9.10		1.74	%


*		Expenses are equal to the average account value times the Fund’s annualized expense ratio multiplied by the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year.

153

Fifth Third Funds
Supplemental Information (Unaudited), continued

						Expense		Expense
		Beginning		Ending		Paid		Ratio
		Account		Account		During		During
		Value		Value		Period*		Period
		8/1/10		1/31/11		8/1/10-1/31/11		8/1/10-1/31/11

Total Return Bond	Institutional Shares		$1,000.00		$1,013.50		$3.25		0.64	%
	Class A Shares		1,000.00		1,012.30		4.51		0.89	%
	Class B Shares		1,000.00		1,008.40		8.35		1.64	%
	Class C Shares		1,000.00		1,008.40		8.30		1.64	%

Short Term Bond	Institutional Shares		1,000.00		1,009.50		2.68		0.53	%
	Class A Shares		1,000.00		1,008.30		3.95		0.78	%
	Class C Shares		1,000.00		1,004.50		7.73		1.53	%


*		Expenses are equal to the average account value times the Fund’s annualized expense ratio multiplied by the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year.

154

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 dividends on securities sold short, extraordinary expenses and interest expense.)

						Expense		Expense
		Beginning		Ending		Paid		Ratio
		Account		Account		During		During
		Value		Value		Period*		Period
		8/1/10		1/31/11		8/1/10-1/31/11		8/1/10-1/31/11

Small Cap Growth	Institutional Shares		$1,000.00		$1,020.01		$5.24		1.03	%
	Class A Shares		1,000.00		1,018.75		6.51		1.28	%
	Class B Shares		1,000.00		1,014.97		10.31		2.03	%
	Class C Shares		1,000.00		1,015.02		10.26		2.03	%

Mid Cap Growth	Institutional Shares		1,000.00		1,020.62		4.63		0.91	%
	Class A Shares		1,000.00		1,019.36		5.90		1.16	%
	Class B Shares		1,000.00		1,015.58		9.70		1.91	%
	Class C Shares		1,000.00		1,015.58		9.70		1.91	%

Quality Growth	Institutional Shares		1,000.00		1,019.86		5.40		1.06	%
	Class A Shares		1,000.00		1,018.60		6.67		1.31	%
	Class B Shares		1,000.00		1,014.82		10.46		2.06	%
	Class C Shares		1,000.00		1,014.82		10.46		2.06	%

Dividend Growth	Institutional Shares		1,000.00		1,021.53		3.72		0.73	%
	Class A Shares		1,000.00		1,020.27		4.99		0.98	%
	Class B Shares		1,000.00		1,016.48		8.79		1.73	%
	Class C Shares		1,000.00		1,016.48		8.79		1.73	%

Micro Cap Value	Institutional Shares		1,000.00		1,018.40		6.87		1.35	%
	Class A Shares		1,000.00		1,017.14		8.13		1.60	%
	Class B Shares		1,000.00		1,013.31		11.98		2.35	%
	Class C Shares		1,000.00		1,013.36		11.93		2.35	%

Small Cap Value	Institutional Shares		1,000.00		1,019.46		5.80		1.12	%
	Class A Shares		1,000.00		1,018.15		7.12		1.37	%
	Class B Shares		1,000.00		1,014.37		10.92		2.12	%
	Class C Shares		1,000.00		1,014.47		10.82		2.12	%

All Cap Value	Institutional Shares		1,000.00		1,020.11		5.14		1.01	%
	Class A Shares		1,000.00		1,018.85		6.41		1.26	%
	Class B Shares		1,000.00		1,015.07		10.21		2.01	%
	Class C Shares		1,000.00		1,015.07		10.21		2.01	%

Disciplined Large Cap Value	Institutional Shares		1,000.00		1,020.77		4.48		0.88	%
	Class A Shares		1,000.00		1,019.51		5.75		1.13	%
	Class B Shares		1,000.00		1,015.73		9.55		1.88	%
	Class C Shares		1,000.00		1,015.73		9.55		1.88	%


*		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.

155

Fifth Third Funds
Supplemental Information (Unaudited), continued

						Expense		Expense
		Beginning		Ending		Paid		Ratio
		Account		Account		During		During
		Value		Value		Period*		Period
		8/1/10		1/31/11		8/1/10-1/31/11		8/1/10-1/31/11

Structured Large Cap Plus	Institutional Shares		$1,000.00		$1,018.35		$6.92		1.37	%
	Class A Shares		1,000.00		1,017.09		8.19		1.61	%
	Class B Shares		1,000.00		1,013.31		11.98		2.36	%
	Class C Shares		1,000.00		1,013.26		12.03		2.37	%

Equity Index	Institutional Shares		1,000.00		1,024.25		0.97		0.19	%
	Class A Shares		1,000.00		1,022.99		2.24		0.44	%
	Class B Shares		1,000.00		1,019.21		6.06		1.19	%
	Class C Shares		1,000.00		1,019.21		6.06		1.19	%
	Select shares		1,000.00		1,023.84		1.38		0.27	%
	Preferred Shares		1,000.00		1,023.49		1.73		0.34	%
	Trust Shares		1,000.00		1,022.99		2.24		0.44	%

International Equity	Institutional Shares		1,000.00		1,019.31		5.96		1.17	%
	Class A Shares		1,000.00		1,018.05		7.22		1.42	%
	Class B Shares		1,000.00		1,014.27		11.02		2.17	%
	Class C Shares		1,000.00		1,014.27		11.02		2.17	%

Strategic Income	Institutional Shares		1,000.00		1,021.12		4.13		0.81	%
	Class A Shares		1,000.00		1,019.86		5.40		1.06	%
	Class B Shares		1,000.00		1,016.08		9.20		1.81	%
	Class C Shares		1,000.00		1,016.08		9.20		1.81	%

LifeModel Aggressive^SM	Institutional Shares		1,000.00		1,024.80		0.41		0.08	%
	Class A Shares		1,000.00		1,023.54		1.68		0.33	%
	Class B Shares		1,000.00		1,019.76		5.50		1.08	%
	Class C Shares		1,000.00		1,019.76		5.50		1.08	%

LifeModel Moderately Aggressive^SM	Institutional Shares		1,000.00		1,024.80		0.41		0.08	%
	Class A Shares		1,000.00		1,023.54		1.68		0.33	%
	Class B Shares		1,000.00		1,019.76		5.50		1.08	%
	Class C Shares		1,000.00		1,019.76		5.50		1.08	%

LifeModel Moderate^SM	Institutional Shares		1,000.00		1,024.80		0.41		0.08	%
	Class A Shares		1,000.00		1,023.54		1.68		0.33	%
	Class B Shares		1,000.00		1,019.76		5.50		1.08	%
	Class C Shares		1,000.00		1,019.76		5.50		1.08	%

LifeModel Moderately Conservative^SM	Institutional Shares		1,000.00		1,024.80		0.41		0.08	%
	Class A Shares		1,000.00		1,023.54		1.68		0.33	%
	Class B Shares		1,000.00		1,019.76		5.50		1.08	%
	Class C Shares		1,000.00		1,019.76		5.50		1.08	%

LifeModel Conservative^SM	Institutional Shares		1,000.00		1,024.80		0.41		0.08	%
	Class A Shares		1,000.00		1,023.54		1.68		0.33	%
	Class B Shares		1,000.00		1,019.76		5.50		1.08	%
	Class C Shares		1,000.00		1,019.76		5.50		1.08	%

High Yield Bond	Institutional Shares		1,000.00		1,021.48		3.77		0.74	%
	Class A Shares		1,000.00		1,020.21		5.04		0.99	%
	Class B Shares		1,000.00		1,016.43		8.84		1.74	%
	Class C Shares		1,000.00		1,016.43		8.84		1.74	%

Total Return Bond	Institutional Shares		1,000.00		1,021.98		3.26		0.64	%
	Class A Shares		1,000.00		1,020.72		4.53		0.89	%
	Class B Shares		1,000.00		1,016.89		8.39		1.64	%
	Class C Shares		1,000.00		1,016.94		8.34		1.64	%

Short Term Bond	Institutional Shares		1,000.00		1,022.53		2.70		0.53	%
	Class A Shares		1,000.00		1,021.27		3.97		0.78	%
	Class C Shares		1,000.00		1,017.49		7.78		1.53	%


*		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.

156

Fifth Third Funds
Supplemental Information (Unaudited), continued

The Independent Trustees began their process of reviewing information, which they had previously requested, and considering the Continuance at the Board’s September 1, 2010 meeting. The Independent Trustees were assisted in their review by independent legal counsel, who provided a memorandum detailing the legal standards for review of the Advisory Agreements. The Independent Trustees deliberated outside the presence of management and the Advisers. After this review of the information received, the Independent Trustees presented their findings and recommendations to the full Board.

The Trustees reviewed extensive material in connection with their consideration of the Continuance, including data compiled by Lipper, Inc. (“Lipper”), an independent source of mutual fund data, which included comparisons with industry averages for comparable funds for advisory fees, Rule 12b-1 fees, administration fees, transfer agency fees, and total fund expenses. The data reflected FTAM’s fee waivers in place, as well as FTAM’s contractual advisory fees. FTAM also provided the Board with the results of a three-pronged performance and expense test developed by FTAM. The Board received reports from FTAM’s Chief Investment Officer with respect to brokerage practices, best execution, fund performance, and expense trends. The Board reviewed the benefits realized by FTAM (and its affiliates) from its relationship with the Funds. The Board received a detailed presentation by FTAM, which included a fund-by-fund analysis of performance and profitability. A detailed presentation was also provided by the Sub-Adviser.

In their deliberations, each Trustee attributed different weights to various factors involved in an analysis of the Continuance, and no factor alone was considered determinative. The Trustees determined that the overall arrangements between the Trust and the Advisers, as provided in the Advisory Agreements, were fair and reasonable, and that the Continuance of the Advisory Agreements, was in the best interests of each Fund.

The matters addressed below were considered and discussed by the Trustees in reaching their conclusions.

Nature, Extent, and Quality of Services Provided by the Advisers

The Trustees received and considered information regarding the nature, extent, and quality of services provided to each Fund under the Advisory Agreements. The Trustees took into account information furnished throughout the year at Trustee meetings, as well as materials furnished specifically in connection with the annual review process. The Trustees considered the background and experience of each Adviser’s senior management and the expertise of investment personnel of each Adviser responsible for the day-to-day management of each Fund. The Trustees considered the overall reputation, the capabilities and commitment of each Adviser to provide high-quality service to the Trust, and the Trustees’ overall confidence in each Adviser’s integrity.

The Trustees received information concerning the investment philosophy and investment processes applied by the Advisers in managing the Funds. The Trustees generally considered information regarding regulatory compliance and compliance with the investment policies of the Funds. The Trustees evaluated the trading practices of each Adviser. The Trustees also evaluated the procedures of the Advisers designed to fulfill the Advisers’ fiduciary duty to the Funds with respect to possible conflicts of interest, including the Advisers’ codes of ethics (regulating the personal trading of their officers and employees).

Based on their review, the Trustees concluded that, with respect to the quality and nature of services provided by the Advisers, the scope of responsibilities was consistent with mutual fund industry norms, and that the quality of services was satisfactory.

157

Fifth Third Funds
Supplemental Information (Unaudited), continued

Investment Performance

The Trustees considered performance results of each Fund in absolute terms and relative to each Fund’s benchmark and Lipper peer universe. In the Trustees’ review of performance, long- and short-term performance were considered. In conducting their review, the Trustees particularly focused on Funds where performance compared unfavorably with peers (i.e., Funds in the bottom one-third relative to their peers) over the one-, three-, or five-year periods ended June 30, 2010.

Fifth Third Small Cap Growth Fund. The Trustees noted that the Fund was in the third, fourth and fourth quintiles of its Lipper peer universe on a one-, three-, and five-year basis, respectively, but that it outperrormed its benchmark on a one-year basis.

Fifth Third Mid Cap Growth Fund. The Trustees noted that the Fund was in the fifth, fourth and fourth quintiles of its Lipper peer universe on a one-, three-, and five-year basis, respectively, and had lagged its benchmark over the same periods. The Trustees also considered that a new management team was put in place effective April 1, 2010 and noted that the Fund’s longer term performance was not attributable to the current management team.

Fifth Third Quality Growth Fund and the Fifth Third Dividend Growth Fund. The Trustees noted that the Funds were in the fourth quintile of their Lipper peer universe on a one-year basis and underperformed their benchmarks for the same period, but that the Funds were in the second quintile of their Lipper peer universe on a three- and five-year basis and outperformed their benchmarks for the same periods.

Fifth Third Micro Cap Value Fund. The Trustees noted that the Fund was in the third, first and second quintiles of its Lipper peer universe on a one-, three-, and five-year basis, respectively, and had outperformed its benchmark for the same periods and on a year-to-date basis.

Fifth Third Small Cap Value Fund. The Trustees noted that the Fund was in the second, first and second quintiles of its Lipper peer universe on a one-, three-, and five-year basis, respectively, and had outperformed its benchmark for the same periods and on a year-to-date basis.

Fifth Third All Cap Value Fund. The Trustees noted that the Fund was in the fourth, fourth and third quintiles of its Lipper peer universe on a one-, three-, and five-year basis, respectively, and underperformed its benchmark for the same periods. The Adviser noted that, notwithstanding the Fund’s performance for the periods ended June 30, 2010, the Fund outperformed its benchmark for the one-year period ended December 31, 2009.

Fifth Third Disciplined Large Cap Value Fund. The Trustees noted that the Fund was in the third quintile of its Lipper peer universe on a one-, three-, and five-year basis and had underperformed its benchmark for the same periods. The Adviser noted that, notwithstanding the Fund’s performance for the periods ended June 30, 2010, the Fund outperformed its benchmark for the one-year periods ended December 31, 2007, 2008 and 2009.

Fifth Third Structured Large Cap Plus Fund. The Trustees noted that the Fund was in the fifth quintile of its peer universe on a three-year basis and had lagged its benchmark on a one-, three-, and five-year basis, but noted that the Fund was in the second and third quintiles of its Lipper peer universe on a one- and five-year basis, respectively. The Trustees also noted that FTAM attributed the underperformance in 2008 and the first quarter of 2009 to its limited ability to manage the Fund due to a legal dispute with the liquidation trustee for the Fund’s former exclusive prime broker for the Fund’s short positions.

Fifth Third Equity Index Fund. The Trustees noted that the Fund was in the first quintile of its Lipper peer universe on a one-, three-, and five-year basis and had lagged its benchmark for the same periods.

Fifth Third International Equity Fund. The Trustees noted that the Fund was in the fourth, fourth and third quintiles of its Lipper peer universe on a one-, three-, and five-year basis, respectively, and had lagged its benchmark for the same periods.

158

Fifth Third Funds
Supplemental Information (Unaudited), continued

Fifth Third Strategic Income Fund. The Trustees noted that the Fund was in the first, third and third quintiles of its Lipper peer universe on a one-, three-, and five-year basis, respectively, and had lagged its benchmark on a three- and five-year basis, but outperformed its benchmark on a one-year basis.

Fifth Third LifeModel Aggressive Fund^SM, the Fifth Third LifeModel Moderately Aggressive Fund^SM, the Fifth Third LifeModel Moderate Fund^SM, the Fifth Third LifeModel Moderately Conservative Fund^SM, and the Fifth Third LifeModel Conservative Fund^SM. The Trustees noted that the Fifth Third LifeModel Aggressive Fund^SM was in the fifth, fifth and fourth quintiles of its Lipper peer universe on a one-, three-, and five-year basis, respectively, that the Fifth Third LifeModel Moderately Aggressive Fund^SM was in the fifth, second and third quintiles of its Lipper peer universe on a one-, three-, and five-year basis, respectively, the Fifth Third LifeModel Moderate Fund^SM was in the fifth, fourth and fourth quintiles of its Lipper peer universe on a one-, three-, and five-year basis, respectively, the Fifth Third LifeModel Moderately Conservative Fund^SM was in the fourth, third, and fourth quintiles of its Lipper peer universe on a one-, three-, and five-year basis, respectively, and the Fifth Third LifeModel Conservative Fund^SM was in the third, fifth and fifth quintiles of its Lipper peer universe on a one-, three-, and five-year basis, respectively. For all of the LifeModel Funds, the Adviser noted that performance was driven by the performance of certain of the underlying funds, not the asset allocation strategy used by the LifeModel Funds, and each Fund’s overweight exposure to equity underlying funds relative to its respective peer group.

Fifth Third High Yield Bond Fund. The Trustees noted that the Fund was in the fourth, first and first quintiles of its Lipper peer universe on a one-year, three-year, and since inception (11/29/05) basis, respectively, and had outperformed its benchmark for the three-year period.

Fifth Third Total Return Bond Fund. The Trustees noted that the Fund was in the fifth quintile of its Lipper peer universe on a three- and five-year basis and had lagged its benchmark for the same periods, but that the Fund was in the second quintile of its Lipper peer universe on a one-year basis and had outperformed its benchmark on a one-year and year-to-date basis.

Fifth Third Short Term Bond Fund. The Trustees noted that the Fund was in the fourth, second and second quintiles of its Lipper peer universe on a one-, three-, and five-year basis, respectively, but that the Fund had outperformed its benchmark on a one-year and year-to-date basis.

After reviewing the performance of each Fund, and taking into consideration the management style, investment strategies, and prevailing market conditions during the prior year and for longer periods, the Trustees concluded that the performance of each of the Funds was acceptable or better and that in cases where performance issues were encountered, the Adviser was appropriately addressing the situation.

Cost of Services, Including the Profits Realized by the Advisers and Affiliates

The Trustees considered peer group comparable information with respect to the advisory fees charged by FTAM to each of the Funds, taking into consideration both contractual and actual (i.e., after waiver) fee levels. The Trustees concluded that the investment advisory fees fell within an acceptable range as compared to peer groups, particularly in light of the fee waivers and/or expense limitations that were proposed or that would be continued in the upcoming year. The Trustees also compared the advisory and sub-advisory fees to the fees charged by the Advisers to other accounts with similar investment goals as the Funds. The Trustees noted that the fees payable to Fort Washington for managing other accounts with investment goals similar to the Fifth Third High Yield Bond Fund are the same or higher than the Fund’s sub-advisory fees. However, the Trustees noted that, although FTAM manages other accounts with investment goals similar to those of the Funds, the fees payable to FTAM for managing those accounts are generally lower than the fees charged to the Funds due to increased regulatory and compliance requirements applicable to the Funds and the increased portfolio management necessary to address daily shareholder transaction activity.

The Trustees also considered the reasonableness of advisory fees and, where relevant, the profitability of the Advisers. In determining whether all investment advisory and sub-advisory fees (collectively, the “investment advisory fees”) were reasonable, the Trustees reviewed profitability information provided by FTAM with respect

159

Fifth Third Funds
Supplemental Information (Unaudited), continued

to investment advisory, administration, accounting, and transfer agency services provided to the Funds. With respect to such information, the Trustees recognized that such profitability data was generally unaudited and represented FTAM’s own determination of its and its affiliates’ revenues from the contractual services provided to the Funds, less expenses of providing such services. Expenses include direct and indirect costs and were calculated using an allocation methodology developed by the Adviser. The Trustees noted that Fort Washington did not provide an estimate of profitability in connection with the management of the Fifth Third High Yield Bond Fund. The Trustees also recognized that it is difficult to make comparisons of profitability from investment advisory and sub-advisory contracts, because comparative information is not generally publicly available and could be affected by numerous factors. With respect to Fort Washington, the Trustees considered that the sub- advisory fee rate was negotiated at arm’s length between FTAM and Fort Washington, an unaffiliated third party, and noted that sub-advisory fees are paid by FTAM, rather than directly from the Fund’s assets. Based on their review, the Trustees concluded that the profitability to FTAM, as a result of its relationship with the Funds, was acceptable. The Board concluded that the fees under the Advisory Agreements were not unreasonable in light of the services and benefits provided to each Fund of the Trust.

Expenses

The Trustees reviewed information on each Fund’s actual net expense ratio as provide by Lipper and the proposed net expense ratio (taking into account fee waivers and/or expense limitations to go into effect from November 27, 2010 to November 22, 2011 or November 30, 2012, as applicable).

Fifth Third Small Cap Growth Fund. The Trustees noted that the Fund’s actual net expense ratio was in the first quintile of its Lipper peer group and its proposed net expense ratio was in the second quintile of its Lipper peer group.

Fifth Third Mid Cap Growth Fund. The Trustees noted that the Fund’s actual net expense ratio was in the fourth quintile of its Lipper peer group, but that its proposed net expense ratio was in the second quintile of its Lipper peer group.

Fifth Third Quality Growth Fund. The Trustees noted that the Fund’s actual net and proposed net expense ratios were in the fifth quintile of its Lipper peer group, but FTAM noted its belief that, given the Fund’s solid long-term performance, the Fund’s proposed fee waiver and expense limitations were appropriate.

Fifth Third Dividend Growth Fund. The Trustees noted that the Fund’s actual net and proposed net expense ratios were in the second quintile of its Lipper peer group.

Fifth Third Micro Cap Value Fund. The Trustees noted that the Fund’s actual net and proposed net expense ratios were in the fourth quintile of its Lipper peer group, but FTAM noted that the Fund’s peer group contains a number of non-microcap funds and the Fund has capacity constraints and, as a result, believed the current fee waivers and expense limitations to be appropriate.

Fifth Third Small Cap Value Fund. The Trustees noted that the Fund’s actual net expense ratio was in the fourth quintile of its Lipper peer group, but that its proposed net expense ratio was in the second quintile of its Lipper peer group.

Fifth Third All Cap Value Fund. The Trustees noted that the Fund’s actual net expense ratio was in the fifth quintile of its Lipper peer group and its proposed net expense ratio was in the third quintile of its Lipper peer group, but FTAM noted that the Fund has small-cap exposure where certain of the Fund’s peer group funds do not and, as a result, believed the proposed fee waivers and expense limitations to be appropriate.

Fifth Third Disciplined Large Cap Value Fund. The Trustees noted that the Fund’s actual net expense ratio was in the fifth quintile of its Lipper peer group, but that its proposed net expense ratio was in the third quintile of its Lipper peer group.

Fifth Third Structured Large Cap Plus Fund. The Trustees noted that the Fund’s actual net expense ratio and its proposed net expense ratio (excluding dividends on short sales) were in the fourth quintile of its Lipper peer group.

160

Fifth Third Funds
Supplemental Information (Unaudited), continued

Fifth Third Equity Index Fund. The Trustees noted that the Fund’s actual net and proposed net expense ratios were in the first quintile of its Lipper peer group.

Fifth Third International Equity Fund and Fifth Third High Yield Bond Fund. The Trustees noted that each Fund’s actual net and proposed net expense ratios were in the third quintiles of its Lipper peer group.

Fifth Third Strategic Income Fund. The Trustees noted that the Fund’s actual net expense ratio was in the fourth quintile of its Lipper peer group, but that its proposed net expense ratio was in the first quintile of its Lipper peer group.

Fifth Third LifeModel Aggressive Fund^SM. The Trustees noted that the Fund’s actual net expense ratio was in the fourth quintile of its Lipper peer group, but that its proposed net expense ratio (excluding underlying fund expenses) was in the first quintile of its Lipper peer group.

Fifth Third LifeModel Moderately Aggressive Fund^SM and Fifth Third LifeModel Moderate Fund^SM. The Trustees noted that each Fund’s actual net expense ratio was in the third quintile of its Lipper peer group, but that its proposed net expense ratio (excluding underlying fund expenses) was in the first quintile of its Lipper peer group.

Fifth Third LifeModel Moderately Conservative Fund^SM. The Trustees noted that the Fund’s actual net expense ratio was in the second quintile of its Lipper peer group and its proposed net expense ratio (excluding underlying fund expenses) was in the first quintile of its Lipper peer group.

Fifth Third LifeModel Conservative Fund^SM. The Trustees noted that the Fund’s actual net expense ratio was in the fifth quintile of its Lipper peer group, but that its proposed net expense ratio (excluding underlying fund expenses) was in the second quintile of its Lipper peer group.

Fifth Third Total Return Bond Fund. The Trustees noted that the Fund’s actual net expense ratio was in the fourth quintile of its Lipper peer group, but that its proposed net expense ratio is in the third quintile of its Lipper peer group.

Fifth Third Short Term Bond Fund. The Trustees noted that the Fund’s actual net expense ratio was in the fifth quintile of its Lipper peer group, but that its proposed net expense ratio was in the third quintile of its Lipper peer group.

After reviewing the expenses of each Fund, and taking into consideration the Adviser’s fee waivers and/or expense limitations, the Trustees concluded that the expenses of each Fund were acceptable.

Economies of Scale

The Trustees also considered whether fee levels reflect economies of scale and whether economies of scale would be produced by the growth of the Trust’s assets. The Trustees found that the Adviser had reduced Fund total expense ratios through fee waivers and/or expense limitations. The Trustees noted recent decreases in asset levels on a complex-wide basis. The Trustees found that the asset levels of the Trust were not currently so large as to warrant formal contractual breakpoints (except with respect to the Fifth Third International Equity Fund, for which contractual breakpoints were in place) and found that the expense limitations and/or fee waivers were a reasonable way to provide the benefits of economies of scale to shareholders at this time.

Other Benefits to FTAM and Affiliates

The Trustees considered that FTAM engages in soft dollar arrangements in connection with brokerage transactions for the Funds. The Trustees also considered benefits derived by FTAM from its relationship with the Funds, including the other services provided and fees received by FTAM and its affiliates for providing such services, and concluded for each Fund that the direct and indirect benefits accruing to FTAM were reasonable in comparison with the costs of providing advisory services, the advisory fee charged to each Fund, FTAM’s commitment to waive fees and/or limit expenses, and the benefits to each Fund.

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Addresses


Fifth Third Funds		Fifth Third Funds
		38 Fountain Square Plaza
		Cincinnati, Ohio 45202



Investment Advisor, Administrator and Accountant		Fifth Third Asset Management, Inc.
		38 Fountain Square Plaza
		Cincinnati, Ohio 45202



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

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

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

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

Fifth Third Funds, like all mutual funds:

• are NOT FDIC insured
• have no bank guarantee
• may lose value

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TABLE OF CONTENTS


Economic Outlook and Commentary Section		1

Manager Commentary		5

Schedules of Investments		8

Statements of Assets and Liabilities		34

Statements of Operations		36

Statements of Changes in Net Assets		38

Financial Highlights		42

Notes to Financial Statements		51

Supplemental Information		65

Our Message to You

Equities rallied boldly throughout much of the past six months, fueled in part by impressive gains in corporate earnings. This bolstered many investors’ portfolios and eased the discomfort resulting from sagging fixed income investments. As participants in the vibrant market activity, Fifth Third Funds shareholders widely enjoyed positive returns during the period.

Within the stock market, results reported during the six-month period ended January 31, 2011, included:

•	A 17.93% advance for the S&P 500 Index¹ of large cap stocks.

•	A 22.49% advance for the S&P 400 Index¹ of mid cap stocks.

•	A 20.01% advance for the S&P 600 Index¹ of small cap stocks.

•	A 16.10% advance for the MSCI EAFE Index¹ of international stocks.

In short, 2010 was quite an eventful year.

In the third and fourth quarters alone, the listing of notable events is long: We witnessed a mid-term election and political shift that reverberated throughout the country; U.S. companies continued to register extraordinary improvements in earnings and balance sheets; WikiLeaks news stories dominated the headlines globally; and economic signs indicated that better times may be ahead.

Within the capital markets during the six-month period ended January 31, 2011, stocks surged almost unabated from late August on, led by lower-quality and higher-risk stocks, especially within the small and mid cap arenas. The increasingly positive economic sentiment sparked demand for cyclical stocks, and growth names generally outperformed value holdings. On the international front, the fervor over European sovereign debt problems cooled, which led to an increased appetite for global equities, along with surging demand for commodities.

Within the fixed income asset class, interest rates (which move in the opposite direction of prices) rose along much of the yield curve, which diminished returns on bonds. Default scares punished municipal bonds even further, but previously out of favor securities, such as those tied to mortgages, posted decent gains as yield-seeking investors waded back into corners of the market that had been all but neglected since 2008. High yield bonds enjoyed a similar boost, but cash returns continued to wallow at miniscule levels as the U.S. Federal Reserve kept its Federal Funds Rate, which anchors money market funds, in a range of 0.0% to 0.25%.

To put an exclamation point on its accommodative philosophy, the Fed also rolled out a second round of quantitative easing (QE2), in which it agreed to


1

purchase up to $600 billion worth of government debt through June 2011. Although many saw this development as a catalyst, we saw it as another reminder that yields on U.S. Treasury securities really have only one direction to go by the end of this year: up.

From a broad economic perspective, however, the economy continued to show improvement throughout the period, albeit at a subdued pace. Policy risk factors dominated our thinking in 2010 and will likely remain on our radar screen in the coming year. Yet in late December, investors received some good news when Congress approved the extension of many of the Bush-era tax cuts.

Feeling better about the macroeconomic landscape, I’m also proud to report that the family of Fifth Third Funds performed well through 2010 and into the first weeks of 2011. Although an adherence to higher-quality investments hindered results in some cases, our portfolio managers’ nimble actions reinforced the benefits of active asset management. Furthermore, given the low-quality nature of the market’s rally through the second half of 2010, we like the prospects for high-quality securities going forward.

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

	Average growth in the U.S. gross domestic product (GDP). Amid continued weakness in the housing sector, a dreary employment picture, and extended commitments to debt-reduction, we have grown accustomed to lackluster economic growth in this recovery. Buoyed by the government’s tax relief efforts, however, we’re anticipating a 3.00% growth rate in the GDP — along the lines of its historical average.

	Extended job market challenges. Structural complications in the employment market and a lack of a kick-start from the good, but not great, GDP growth rate will leave the unemployment rate mired above 9% for much of 2011.

	A banner year for stocks. Corporate fundamentals such as revenue and earnings expanded at historic clips in 2010, and we expect profits to advance another 10% during 2011. Meanwhile, we expect stock prices to outpace earnings per share during the coming year, with the S&P 500^® Index roaring nearly 20% higher. Increased merger and acquisition activity could supply an additional jolt to the upward momentum.

	Fundamentally sound growth stocks poised to rally. Stocks spent much of 2010 influenced by macro forces, and the resulting volatility suggested a lack of conviction in any one theme. Moving into 2011, an emphasis on sound fundamentals and identifying sectors that have been trading below normal potential — including Energy, Financials, and Information Technology — will complement our focus on higher-quality investments.

2

	Higher rates on the horizon. Given the unsatisfactory condition of the U.S. labor market, it’s unlikely that the Fed will pull back on its stimulative efforts until the recovery finds better footing. Yet with the Fed’s balancing act between growth and future inflation risks, investors should be preparing for some tightening moves once QE2 ends in June. Which means tread carefully in the bond market.

	A mixed inflationary outlook. Slow growth and the absence of wage pressures will help keep core inflation at bay during 2011. Longer-term, the picture is unsettling, and we’ll be watching for signs of change in the coming quarters. Commodity inflation, on the other hand, will likely be a hot theme as robust economic growth in emerging economies, especially across Asia, will add significantly to demand for oil, paper, metals, and other input materials.

	The European Union’s (EU) survival rests on Germany. Sovereign debt woes in Europe will continue to flare up in 2011, stoking questions over the viability of the euro and the very existence of the EU. As the region’s largest — and most successful — economy, Germany and its taxpayers may be asked to shoulder much of the financial burden carried by its EU colleagues.

	California dreaming. As bad news swept through the municipal bond market in late 2010, many suggested that California was essentially insolvent. Yet we believe the election of Jerry Brown — a social liberal but a fiscal conservative — as governor could launch the state down a path of fiscal recovery. And a healthy California is important for a healthy U.S.

We certainly appreciated the market’s advances over the past six months, especially on the equity front, and we’re optimistic about 2011. But it’s also important to remember that investments rarely move in a straight line and a concentrated bet represents a concentrated risk. By incorporating Fifth Third Funds into a well-diversified investment plan, I believe you’re investing in high-quality, fundamentally sound stocks and bonds that will position your portfolio well for gains into the future.

Thank you for your confidence in Fifth Third Funds.



E. Keith Wirtz, CFA
President and Chief Investment Officer
Fifth Third Asset Management, Inc.

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.

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

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

LIBOR (London Interbank Offered Rate) is the rate that the most creditworthy international banks dealing in Eurodollars charge each other for large loans.

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

MANAGEMENT DISCUSSION OF FUND PERFORMANCE (UNAUDITED)

Money Market Funds

For the six-month period ended January 31, 2011, the Fifth Third Money Market Funds offered historically low yields on an absolute basis as the Federal Reserve’s Federal Open Market Committee (FOMC) extended its extremely accommodative monetary policy.

Despite some spotty signs of government-fueled growth, general economic conditions remained challenged during the period. As a result, the FOMC maintained a generally cautious tone toward domestic economic activity and the employment landscape and kept the Federal Funds Target Rate in a target range of 0.00% to 0.25%. Furthermore, the FOMC implemented an additional quantitative easing program, in which the central bank will purchase up to $600 billion worth of government bonds through June 2011, and the federal government extended the Bush-era tax cuts to provide some fiscal stimulus. In turn, short term interest rates generally remained at historically low levels, although rates rose along much of the rest of the yield curve.

Probably the most notable exception to the persistence of low interest rates in the short term fixed income market was provided by the London Interbank Offer Rate (LIBOR). One of the better-known international money market yield measures, LIBOR rates eased, but remained somewhat elevated, due primarily to heightened risks in Europe’s sovereign debt markets and the European banking industry.

Within the Fifth Third Money Market Funds, a longer duration strategy, relative to the peer groups, proved beneficial in the low-rate environment, as such a strategy is designed to capture additional yield. Contrary to more recent periods, the Funds held underweight positions, relative to the peer averages, in more traditional money market securities, opting instead for U.S. Government Agency floating interest rate securities and corporate securities backed by the Federal Deposit Insurance Corporation, particularly in the Fifth Third Treasury Money Market Fund and the Fifth Third Institutional Government Money Market Fund. Influenced by the elevated LIBOR rate, such securities offered higher yields, relative to U.S. Treasuries, without sacrificing 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 U.S. Government and corporate securities. The Funds also held minimal exposure to asset-backed commercial paper, brokerage securities, and issues from European financial firms.

Looking ahead, even though short term interest rates are projected to remain low for most of 2011, the greatest risk on the horizon for money market funds remains the threat of higher interest rates. The Federal

MANAGEMENT DISCUSSION OF FUND PERFORMANCE (UNAUDITED)

Reserve must contemplate its exit strategy from the current accommodative monetary policy, which will require shrinking its bloated balance sheet as a necessary requirement to raising the Federal Funds Target Rate. Regardless of the timing, future rate adjustments by the FOMC ultimately remain extremely dependent upon economic data, with a particular emphasis on employment data. As greater clarity emerges, the Funds will modify exposure to floating rate securities as needed and likely adopt a more conservative duration strategy.


	Maturity Composition as of January 31, 2011


Weighted Average Maturity* ^#

	Days as of 1/31/11	Days as of 7/31/10
Fifth Third Prime Money Market	52	41
Fifth Third Institutional Money Market	52	35
Fifth Third Institutional Government Money Market	46	42
Fifth Third U.S. Treasury Money Market	48	43

*Based on next reset date.

^#Portfolio composition is subject to change.


	Investment Risk Considerations

An investment in any of the funds is not insured or guaranteed by the FDIC or any government agency. Although each money market fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in a money market fund.

MANAGEMENT DISCUSSION OF FUND PERFORMANCE (UNAUDITED)


	Money Market Maturity Schedules (as of January 31, 2011)
	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	60.7%	60.0%	58.7%	67.8%
8 to 14 Days	2.4%	1.1%	2.2%	0.9%
15 to 30 Days	2.0%	2.9%	3.5%	5.0%
31 to 180 Days	20.9%	24.3%	29.6%	13.0%
181 to 365 Days	13.1%	10.7%	6.0%	13.3%
366 to 397 Days	0.9%	1.0%	0.0%	0.0%

*Based on next reset date.

Prime Money Market

Schedule of Investments

January 31, 2011 (Unaudited)

	Principal
	Amount		Value

Corporate Bonds (11.6%)
Computer Services ^(a) (1.6%)
International Business Machines Corp., 0.88%, 7/28/11,
(Next Reset: 4/28/11)	$	10,000,000	$	10,030,911
International Business Machines Corp., 0.33%, 11/4/11,
(Next Reset: 2/4/11)		4,260,000		4,261,735

				14,292,646

Cosmetics & Toiletries (0.9%)
Procter & Gamble International Funding SCA, 1.35%, 8/26/11		8,250,000		8,295,896

Diversified Banks (1.0%)
JP Morgan Chase & Co., 5.60%, 6/1/11		8,725,000		8,868,651

Diversified Financial Services (3.4%)
General Electric Capital Corp., 0.74%, 2/1/11 ^(a)		10,337,000		10,337,000
General Electric Capital Corp., 5.20%, 2/1/11		5,000,000		5,000,000
General Electric Capital Corp., 5.00%, 11/15/11		11,776,000		12,187,850
General Electric Capital Corp., Series A, 6.13%, 2/22/11		4,100,000		4,113,523

				31,638,373

Diversified Manufacturing Operations (0.2%)
3M Co., 4.50%, 11/1/11		2,105,000		2,169,819

Fiduciary Banks (1.1%)
Northern Trust Corp., 5.30%, 8/29/11		10,175,000		10,458,293

Finance-Investment Banker/Broker (2.2%)
Bear Stearns Cos. LLC (The), 5.50%, 8/15/11		11,065,000		11,358,243
Bear Stearns Cos. LLC (The), 5.35%, 2/1/12		8,043,000		8,406,106

				19,764,349

Reinsurance (0.5%)
Berkshire Hathaway, Inc., 0.27%, 2/10/11 ^(a)		5,000,000		5,000,000

Retail-Discount (0.1%)
Wal-Mart Stores, Inc., 4.13%, 2/15/11		1,046,000		1,047,523

U.S. Government Agencies (0.6%)
Citibank NA, Series 1, 0.30%, 7/12/11,
(Next Reset: 4/12/11) ^{(a) (d)}		5,000,000		5,002,729

Total Corporate Bonds				106,538,279

Municipal Bonds (4.2%)
Texas (2.7%)
State of Texas, Tax and Revenue Anticipation
Notes, 2.00%, 8/31/11		25,000,000		25,237,874

Continued

8

Prime Money Market

Schedule of Investments, continued

January 31, 2011 (Unaudited)

	Principal
	Amount		Value

Municipal Bonds, continued
Washington (1.5%)
County of King, Series C, GO, 0.75%, 12/1/11	$	5,800,000	$	5,812,904
State of Washington, Series 2011T, GO, 1.00%, 8/1/11		8,000,000		8,014,195

				13,827,099

Total Municipal Bonds				39,064,973

U.S. Government Agencies (7.6%)
Federal Farm Credit Bank ^(a) (2.2%)
0.35%, 7/1/11, (Next Reset: 2/1/11)		10,000,000		10,000,926
0.27%, 10/12/11, (Next Reset: 2/1/11)		10,000,000		9,999,307

				20,000,233

Federal Home Loan Bank (1.1%)
0.30%, 12/15/11, (Next Reset: 2/1/11) ^(a)		10,000,000		10,000,000

Straight-A Funding LLC ^(b) (4.3%)**
0.26%, 2/1/11		10,000,000		10,000,000
0.25%, 4/6/11		15,000,000		14,993,333
0.25%, 4/18/11		15,000,000		14,992,084

				39,985,417

Total U.S. Government Agencies				69,985,650

Certificates of Deposit (6.2%)
Commercial Banks (2.9%)
Toronto Dominion, 0.30%, 5/10/11		7,000,000		7,000,000
Toronto Dominion, 0.34%, 7/11/11		10,000,000		10,000,000
Toronto Dominion, 0.41%, 8/29/11		10,000,000		10,000,000

				27,000,000

Commercial Banks-Central U.S. (2.2%)
Bank of Nova Scotia, 0.35%, 9/29/11, (Next Reset: 2/1/11)		5,000,000		5,000,000
Bank of Nova Scotia, 0.43%, 12/8/11, (Next Reset: 2/1/11)		15,000,000		15,000,000

				20,000,000

Commercial Banks-Eastern U.S. (1.1%)
Rabobank Nederland NV, 0.33%, 3/7/11		5,000,000		5,000,000
Rabobank Nederland NV, 0.34%, 4/1/11		5,000,000		5,000,000

				10,000,000

Total Certificates of Deposit				57,000,000

Commercial Paper (18.9%)
Asset Backed Securities ^(b) (2.2%)**
Old Line Funding LLC, 0.27%, 4/7/11		10,000,000		9,995,125

Continued

9

Prime Money Market

Schedule of Investments, continued

January 31, 2011 (Unaudited)

	Principal
	Amount		Value

Commercial Paper, continued
Asset Backed Securities ^(b), continued**
Old Line Funding LLC, 0.27%, 4/11/11	$	10,000,000	$	9,994,825

				19,989,950

Beverages-Non-alcoholic (0.5%)
Coca-Cola Co. (The), 0.50%, 2/1/11 ** ^(b)		5,000,000		5,000,000

Commercial Banks-Non-U.S. (1.1%)
Bank of Nova Scotia, 0.33%, 7/1/11 **		10,000,000		9,986,458

Fiduciary Banks (3.3%)**
State Street Corp., 0.30%, 2/24/11		5,000,000		4,999,042
State Street Corp., 0.35%, 3/15/11		10,000,000		9,996,033
State Street Corp., 0.29%, 5/19/11		10,000,000		9,991,380
State Street Corp., 0.30%, 6/6/11		5,000,000		4,994,792

				29,981,247

Finance-Auto Loans (3.8%)**
Toyota Motor Credit Corp., 0.43%, 6/9/11		5,000,000		4,992,534
Toyota Motor Credit Corp., 0.42%, 7/6/11		10,000,000		9,982,347
Toyota Motor Credit Corp., 0.42%, 7/14/11		10,000,000		9,981,436
Toyota Motor Credit Corp., 0.50%, 7/25/11		5,000,000		4,988,158
Toyota Motor Credit Corp., 0.43%, 8/22/11		5,000,000		4,988,217

				34,932,692

Medical-Hospitals (1.8%)
Essentia Health, 0.33%, 2/11/11 **		17,015,000		17,013,440

Oil Company-Integrated (1.1%)
Total Capital Canada, Ltd., 0.38%, 8/19/11 ** ^(b)		10,000,000		9,979,547

Regional Authority (0.5%)
Texas Public Finance Authority, 0.27%, 3/4/11		4,200,000		4,200,000

Schools (2.5%)
University of Michigan, 0.28%, 2/23/11		8,100,000		8,100,000
University of Michigan, 0.30%, 3/7/11		6,095,000		6,095,000
University of Michigan, 0.30%, 5/23/11		9,000,000		9,000,000

				23,195,000

U.S. Municipals (2.1%)
Massachusetts State Water Resources, 0.31%, 2/7/11
(LOC: Bayerische Landesbank)		12,400,000		12,400,000
Metropolitan Transportation Authority, Series CP-2, 0.28%,
4/5/11 (LOC: State Street Corp.)		7,000,000		7,000,000

				19,400,000

Total Commercial Paper				173,678,335

Continued

10

Prime Money Market

Schedule of Investments, continued

January 31, 2011 (Unaudited)

	Principal
	Amount		Value

Demand Notes ^(a) (4.4%)
Brewery (0.1%)
New Belgium Brewing Co., Inc., Series 2000, 0.39%, 7/1/15
(LOC: Wells Fargo & Co.), (Next Reset: 2/3/11)	$	905,000	$	905,000

Diversified Financial Services (0.5%)
Harry W. Albright Jr., Series 1996, 0.51%, 5/1/21
(LOC: Bank of America), (Next Reset: 2/3/11)		4,700,000		4,700,000

Machinery Tools & Related Products (0.0%)
SGS Tool Co., Series 1999, 0.46%, 12/1/12
(LOC: JP Morgan, Inc.), (Next Reset: 2/3/11)		175,000		175,000

Non-Profit Charity (1.1%)
First Church of God Vancouver, 1.26%, 4/1/15
(LOC: U.S. Bancorp), (Next Reset: 2/3/11)		740,000		740,000
World Wildlife Fund, 0.28%, 7/1/30
(LOC: JP Morgan, Inc.), (Next Reset: 2/3/11)		9,650,000		9,650,000

				10,390,000

Revenue Bonds (0.9%)
Metrodev Newark LLC, 0.39%, 7/1/33
(LOC: PNC Bank NA), (Next Reset: 2/3/11)		7,700,000		7,700,000

Special Purpose Entity (1.8%)
Capital One Funding Corp., Series 01-C, 0.31%, 1/4/27
(LOC: JP Morgan, Inc.), (Next Reset: 2/3/11)		1,019,000		1,019,000
Capital One Funding Corp., Series 96-H, 0.36%, 10/1/21
(LOC: JP Morgan, Inc.), (Next Reset: 2/3/11)		251,000		251,000
Capital One Funding Corp., Series 97-D, 0.36%, 7/2/18
(LOC: JP Morgan, Inc.), (Next Reset: 2/3/11)		309,000		309,000
Rush Medical Foundation, 0.28%, 12/1/31
(LOC: U.S. Bancorp), (Next Reset: 2/4/11)		5,400,000		5,400,000
Saddleback Valley Community Church, 0.25%, 11/1/38
(LOC: U.S. Bancorp), (Next Reset: 2/3/11)		9,735,000		9,735,000

				16,714,000

Total Demand Notes				40,584,000

Municipal Demand Notes ^(a) (35.2%)
California (0.9%)
County of Riverside, CP, 0.25%, 11/1/20, (LOC: State
Street Corp.), (Next Reset: 2/2/11)		5,600,000		5,600,000
Statewide Communities Development Authority, Broadway
Studios, 0.42%, 4/1/50, (LOC: FHLB), (Next Reset: 2/3/11)		2,300,000		2,300,000

				7,900,000


Continued

11

Prime Money Market

Schedule of Investments, continued

January 31, 2011 (Unaudited)

	Principal
	Amount		Value

Municipal Demand Notes ^(a), continued
Colorado (1.1%)
Housing & Finance Authority, Single Family Mortgage Bonds,
Series A1, 0.27%, 11/1/30, (LOC: FNMA/FHLMC),
(Next Reset: 2/2/11)	$	3,310,000	$	3,310,000
Housing & Finance Authority, Single Family Mortgage Bonds,
Series B1, 0.27%, 5/1/38, (LOC: FNMA/FHLMC),
(Next Reset: 2/2/11)		5,610,000		5,610,000
Pueblo Housing Authority, 0.39%, 12/1/18, (LOC: Wells
Fargo & Co.), (Next Reset: 2/3/11)		1,240,000		1,240,000

				10,160,000

Delaware (0.6%)
County of New Castle, Airport Facility Revenue, FlightSafety
International, Inc. Project, AMT, 0.29%, 12/1/32,
(LOC: Berkshire Hathaway), (Next Reset: 2/3/11)		5,185,000		5,185,000

District of Columbia (0.2%)
District of Columbia, Pew Charitable Trusts, Series B, 0.29%,
4/1/38, (LOC: PNC Bank NA), (Next Reset: 2/3/11)		1,915,000		1,915,000

Florida (3.7%)
Miami-Dade County Industrial Development Authority,
Dolphin Stadium Project, 0.25%, 7/1/37,
(LOC: TD Bank N.A.), (Next Reset: 2/3/11)		5,000,000		5,000,000
Miami-Dade County Industrial Development Authority,
Dolphin Stadium Project, 0.25%, 7/1/37,
(LOC: TD Bank N.A.), (Next Reset: 2/3/11)		19,000,000		19,000,000
Municipal Power Agency, Series D, 0.31%, 10/1/25,
(LOC: Bank of America), (Next Reset: 2/3/11)		9,995,000		9,995,000

				33,995,000

Illinois (1.2%)
Finance Authority, DeKalb LLC Project, Series B, 0.80%, 7/1/13,
(LOC: Banco Santander SA), (Next Reset: 2/3/11)		440,000		440,000
Finance Authority, Fairview Obligated Group,
Series D, 0.41%, 8/15/42, (LOC: Bank of America),
(Next Reset: 2/3/11)		4,455,000		4,455,000
Finance Authority, Franciscan Communities,
Series B, 0.40%, 5/1/36, (LOC: Bank of America),
(Next Reset: 2/3/11)		5,780,000		5,780,000

				10,675,000

Indiana (0.2%)
Finance Authority, Hamilton Grove Project,
Series B, 0.41%, 4/1/38, (LOC: Bank of America),
(Next Reset: 2/3/11)		2,065,000		2,065,000

Continued

12

Prime Money Market

Schedule of Investments, continued

January 31, 2011 (Unaudited)

	Principal
	Amount		Value

Municipal Demand Notes ^(a), continued
Iowa (0.4%)
County of Dallas, Series B, 0.26%, 9/1/21,
(LOC: U.S. Bancorp), (Next Reset: 2/3/11)	$	4,070,000	$	4,070,000

Kentucky (4.0%)
County of Carroll, Environmental Facilities Revenue, Kentucky
Utilities Co. Project, Series A, AMT, 0.37%, 10/1/34,
(LOC: Wells Fargo & Co.), (Next Reset: 2/2/11)		10,000,000		10,000,000
Louisville & Jefferson County Regional Airport Authority,
AMT, 0.24%, 1/1/29, (LOC: United Parcel Service, Inc.),
(Next Reset: 2/1/11)		26,800,000		26,800,000

				36,800,000

Maryland (0.8%)
Health & Higher Educational Facilities Authority, Adventist
Healthcare, Series B, 0.26%, 1/1/35, (LOC: Deutsche Bank),
(Next Reset: 2/3/11)		7,725,000		7,725,000

Michigan (5.0%)
Finance Authority, School Loan, 0.30%, 9/1/50,
(LOC: Bank of Montreal), (Next Reset: 2/1/11)		22,000,000		21,999,823
University of Michigan, Series A, 0.25%, 4/1/38,
(LOC: University of Michigan), (Next Reset: 2/1/11)		11,655,000		11,655,000
Wayne County Airport Authority, Series C1, AMT, 0.75%,
12/1/21, (LOC: Wachovia Corp.), (Next Reset: 2/3/11)		11,900,000		11,900,000

				45,554,823

Mississippi (3.8%)
Business Finance Corp., Central Mississippi Baking Co. LLP,
AMT, 0.52%, 11/1/25, (LOC: Bank of America),
(Next Reset: 2/3/11)		4,580,000		4,580,000
Business Finance Corp., Chevron USA, Inc. Project,
Series A, 0.25%, 12/1/30, (LOC: Chevron U.S.A., Inc.),
(Next Reset: 2/1/11)		10,000,000		10,000,000
Business Finance Corp., Chevron USA, Inc. Project,
Series C, 0.25%, 12/1/30, (LOC: Chevron U.S.A., Inc.),
(Next Reset: 2/1/11)		7,000,000		7,000,000
Business Finance Corp., Chevron USA, Inc. Project,
Series G, 0.23%, 11/1/35, (LOC: Chevron U.S.A., Inc.),
(Next Reset: 2/1/11)		13,500,000		13,500,000

				35,080,000

New Mexico (0.1%)
City of Portales, Student Housing, Series B, 0.80%, 7/1/13,
(LOC: Banco Santander SA), (Next Reset: 2/3/11)		240,000		240,000

Continued

13

Prime Money Market

Schedule of Investments, continued

January 31, 2011 (Unaudited)

	Principal
	Amount		Value

Municipal Demand Notes ^(a), continued
New Mexico, continued
City of Roswell , Student Housing, Series B, 0.80%, 7/1/14,
(LOC: Banco Santander SA), (Next Reset: 2/3/11)	$	240,000	$	240,000

				480,000

New York (0.4%)
Albany Industrial Development Agency, Living Resources
Corp. Project, Series B, 0.44%, 2/1/12,
(LOC: HSBC Holdings PLC), (Next Reset: 2/3/11)		275,000		275,000
New York City Housing Development Corp., Verde
Cooperative, Series A, 0.28%, 1/1/16,
(LOC: JP Morgan, Inc.), (Next Reset: 2/3/11)		3,710,000		3,710,000

				3,985,000

Ohio (2.3%)
County of Butler, Healthcare Facilities Improvement
Revenue, LifeSphere Project, 0.29%, 5/1/30,
(LOC: U.S. Bancorp), (Next Reset: 2/3/11)		11,760,000		11,760,000
County of Hamilton, Hospital Facilities Revenue,
Series A, 0.26%, 6/1/27, (LOC: Northern Trust Company),
(Next Reset: 2/2/11)		9,600,000		9,600,000

				21,360,000

Pennsylvania (1.6%)
Blair County Industrial Development Authority, Altoona-Blair
County Development Corp., 0.29%, 10/1/28,
(LOC: PNC Bank NA), (Next Reset: 2/3/11)		5,000,000		5,000,000
Economic Development Financing Authority, Delancey Corp.
Project, Series C, 0.31%, 9/1/14, (LOC: PNC Bank NA),
(Next Reset: 2/3/11)		830,000		830,000
Pittsburgh Water & Sewer Authority, Series B2, 0.27%, 9/1/39,
(LOC: PNC Bank NA), (Next Reset: 2/3/11)		8,745,000		8,745,000

				14,575,000

Texas (5.0%)
Lower Neches Valley Authority Industrial Development Corp.,
AMT, 0.23%, 4/1/29, (LOC: Exxon Mobil Corp.),
(Next Reset: 2/1/11)		16,900,000		16,900,000
Lower Neches Valley Authority Industrial Development Corp.,
Series B, AMT, 0.24%, 11/1/29, (LOC: Exxon Mobil Corp.),
(Next Reset: 2/1/11)		15,500,000		15,500,000
Port of Port Arthur Navigation District, AMT, 0.31%, 5/1/33,
(LOC: Total SA), (Next Reset: 2/2/11)		5,025,000		5,025,000
State Veterans Housing Fund, Series A, GO,
AMT, 0.29%, 12/1/34, (LOC: Texas G.O. with State Street
Liquidity Facility), (Next Reset: 2/2/11)		8,180,000		8,180,000

				45,605,000

Continued

14

Prime Money Market

Schedule of Investments, continued

January 31, 2011 (Unaudited)

	Principal
	Amount		Value

Municipal Demand Notes ^(a), continued
Utah (2.7%)
Telecommunication Open Infrastructure Agency,
0.28%, 6/1/40, (LOC: FHLB), (Next Reset: 2/3/11)	$	25,000,000	$	25,000,000

Washington (1.0%)
State Housing Finance Commission, Country Club
Apartments, Series A, AMT, 0.34%, 8/1/32,
(LOC: U.S. Bancorp), (Next Reset: 2/1/11)		5,620,000		5,620,000
State Housing Finance Commission, Multi-Family,
Monticello Park Project, Series B, 0.27%, 9/1/34,
(LOC: FNMA), (Next Reset: 2/3/11)		3,325,000		3,325,000

				8,945,000

Wisconsin (0.2%)
City of Whitewater, Industrial Development Revenue, HUSCO
International, Inc. Project, AMT, 0.56%, 12/1/12,
(LOC: JP Morgan, Inc.), (Next Reset: 2/2/11)		2,300,000		2,300,000

Total Municipal Demand Notes				323,374,823

	Shares

Money Markets ^(c) (1.3%)
AIM STIT Liquid Assets Portfolio		10,500,303		10,500,303
Goldman Sachs Financial Square Prime Obligations Fund		1,110,927		1,110,927

Total Money Markets				11,611,230

	Principal
	Amount

Repurchase Agreements (10.4%)
Barclays PLC, 0.21%, dated 1/31/11, due 2/1/11,
(Repurchase proceeds, $10,000,058, Collateralized by
U.S. Treasury Security, 3.00%, 9/30/16,
value $10,200,094)	$	10,000,000		10,000,000
Deutsche Bank, 0.21%, dated 1/31/11, due 2/1/11,
(Repurchase proceeds, $40,000,233, Collateralized by
U.S. Government Agency Security, 4.38%, 9/15/12,
value $40,800,291)		40,000,000		40,000,000
Toronto Dominion, 0.21%, dated 1/31/11, due 2/1/11,
(Repurchase proceeds, $40,000,233, Collateralized by
U.S. Treasury Security, 0.00%, 4/28/11, value $40,800,015)		40,000,000		40,000,000

Continued

15

Prime Money Market

Schedule of Investments, continued

January 31, 2011 (Unaudited)

	Principal
	Amount		Value

Repurchase Agreements, continued
UBS Investment Bank, 0.20%, dated 1/31/11, due 2/1/11,
(Repurchase proceeds, $5,895,033, Collateralized by
U.S. Treasury Security, 0.00%, 4/28/11,
value $6,012,995)	$	5,895,000	$	5,895,000

Total Repurchase Agreements				95,895,000

Total Investments (Cost $917,732,289) ^† - 99.8%				917,732,289

Other assets in excess of liabilities - 0.2%				1,916,511

NET ASSETS - 100.0%			$	919,648,800

Notes to Schedule of Investments
**		Rate represents the effective yield at purchase.
†		Also represents cost for federal income tax purposes.
(a)		Variable rate security. Rate presented represents rate in effect at January 31, 2011.
(b)		Rule 144A, Section 4(2) or other security which is restricted as to resale to institutional investors. The Fund’s advisor has deemed this security to be liquid based upon procedures approved by the Board of Trustees.
(c)		Investment is in Institutional Shares of underlying fund/portfolio.
(d)		FDIC guaranteed through Treasury Liquidity Guarantee Program.

The following abbreviations are used in the Schedule of Investments:
AMT - Alternative Minimum Tax Paper
CP - Certificates of Participation
FHLB - Federal Home Loan Bank
FHLMC - Federal Home Loan Mortgage Corp.
FNMA - Federal National Mortgage Association
GO - General Obligation
LOC - Letter of Credit

At January 31, 2011, Prime Money Market’s investments were in the following countries:

Country

Canada	4.4	%
Luxembourg	0.9	%
Netherlands	1.1	%
United States	93.6	%

Total	100.0	%


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

16

Institutional Money Market

Schedule of Investments

January 31, 2011 (Unaudited)

	Principal
	Amount		Value

Corporate Bonds (11.5%)
Commercial Banks Non-U.S. (0.6%)
Royal Bank of Canada, 5.65%, 7/20/11	$	14,000,000	$	14,342,251

Computer Services (0.5%)
International Business Machines Corp., 0.88%, 7/28/11,
(Next Reset: 4/28/11) ^(a)		12,200,000		12,237,194

Cosmetics & Toiletries (1.5%)
Procter & Gamble International Funding SCA, 1.35%, 8/26/11		35,000,000		35,196,538

Diversified Banks (1.0%)
JP Morgan Chase & Co., 5.60%, 6/1/11		21,760,000		22,113,926

Diversified Financial Services (3.5%)
General Electric Capital Corp., 5.20%, 2/1/11		15,000,000		15,000,000
General Electric Capital Corp., 0.39%, 4/28/11 ^(a)		10,000,000		9,995,530
General Electric Capital Corp., 5.50%, 4/28/11		5,890,000		5,960,520
General Electric Capital Corp., 0.36%, 8/15/11,
(Next Reset: 2/15/11) ^(a)		11,160,000		11,150,405
General Electric Capital Corp., 5.00%, 11/15/11		21,150,000		21,884,323
General Electric Capital Corp., Series A, 6.13%, 2/22/11		15,000,000		15,049,474

				79,040,252

Diversified Manufacturing Operations (0.2%)
3M Co., 4.50%, 11/1/11		4,600,000		4,736,894

Fiduciary Banks (1.1%)
Northern Trust Corp., 5.30%, 8/29/11		25,000,000		25,696,137

Finance-Investment Banker/Broker (1.1%)
Bear Stearns Cos. LLC (The), 5.50%, 8/15/11		3,125,000		3,208,086
Bear Stearns Cos. LLC (The), 5.35%, 2/1/12		21,000,000		21,948,238

				25,156,324

Reinsurance ^(a) (1.2%)
Berkshire Hathaway, Inc., 0.27%, 2/10/11		10,000,000		10,000,000
Berkshire Hathaway Finance Corp., 0.43%, 1/13/12,
(Next Reset: 4/13/11)		16,656,000		16,675,614

				26,675,614

U.S. Government Agencies (0.8%)
Citibank NA, Series 1, 0.30%, 7/12/11,
(Next Reset: 4/12/11) ^{(a) (d)}		18,665,000		18,675,189

Total Corporate Bonds				263,870,319


Continued

17

Institutional Money Market

Schedule of Investments, continued

January 31, 2011 (Unaudited)

	Principal
	Amount		Value

Mortgage-Backed Securities (0.3%)
U.S. Government Agencies (0.3%)
Freddie Mac, 0.27%, 1/15/42, (Next Reset: 2/3/11) ^(a)	$	7,262,758	$	7,262,758

Total Mortgage-Backed Securities				7,262,758

Municipal Bonds (2.7%)
Texas (2.2%)
State of Texas, Tax and Revenue Anticipation
Notes, 2.00%, 8/31/11		50,000,000		50,476,166

Washington (0.5%)
County of King, Series C, GO, 0.75%, 12/1/11		12,000,000		12,026,697

Total Municipal Bonds				62,502,863

U.S. Government Agencies (6.3%)
Fannie Mae (0.8%)
2.75%, 4/11/11		9,200,000		9,241,108
1.38%, 4/28/11		9,600,000		9,622,528

				18,863,636

Federal Farm Credit Bank ^(a) (2.8%)
0.35%, 7/1/11, (Next Reset: 2/1/11)		25,000,000		25,002,315
0.27%, 10/12/11, (Next Reset: 2/1/11)		40,000,000		39,997,227

				64,999,542

Federal Home Loan Bank (1.1%)
0.30%, 12/15/11, (Next Reset: 2/1/11) ^(a)		25,000,000		25,000,000

Freddie Mac (0.7%)
0.20%, 5/4/11, (Next Reset: 2/4/11) ^(a)		15,000,000		14,997,707

Straight-A Funding LLC (0.9%)
0.25%, 4/4/11 ** ^(b)		20,162,000		20,153,319

Total U.S. Government Agencies				144,014,204

Certificates of Deposit (7.1%)
Commercial Banks (3.0%)
Toronto Dominion, 0.30%, 5/10/11		18,000,000		18,000,000
Toronto Dominion, 0.34%, 7/11/11		25,000,000		25,000,000
Toronto Dominion, 0.41%, 8/29/11		25,000,000		25,000,000

				68,000,000


Continued

18

Institutional Money Market

Schedule of Investments, continued

January 31, 2011 (Unaudited)

	Principal
	Amount		Value

Certificates of Deposit, continued
Commercial Banks-Central U.S. ^(a) (2.2%)
Bank of Nova Scotia, 0.35%, 9/29/11, (Next Reset: 2/1/11)	$	15,000,000	$	15,000,000
Bank of Nova Scotia, 0.43%, 12/8/11, (Next Reset: 2/1/11)		35,000,000		35,000,000

				50,000,000

Commercial Banks-Eastern U.S. (1.9%)
Rabobank Nederland NV, 0.33%, 3/7/11		25,000,000		25,000,000
Rabobank Nederland NV, 0.34%, 4/1/11		20,000,000		20,000,000

				45,000,000

Total Certificates of Deposit				163,000,000

Commercial Paper (22.3%)
Asset Backed Securities ^(b) (1.7%)**
Old Line Funding LLC, 0.27%, 4/7/11		25,000,000		24,987,812
Old Line Funding LLC, 0.27%, 4/11/11		15,000,000		14,992,238

				39,980,050

Beverages-Non-alcoholic (0.8%)
Coca-Cola Co. (The), 0.50%, 2/1/11 ** ^(b)		20,000,000		20,000,000

Commercial Banks Non-U.S. (4.8%)**
Bank of Nova Scotia, 0.28%, 3/3/11		20,000,000		19,995,333
Bank of Nova Scotia, 0.33%, 7/1/11		40,000,000		39,945,834
National Australia Funding, 0.30%, 4/1/11 ^(b)		25,000,000		24,987,708
National Australia Funding, 0.34%, 7/1/11 ^(b)		25,000,000		24,965,625

				109,894,500

Fiduciary Banks (3.7%)**
State Street Corp., 0.30%, 2/24/11		25,000,000		24,995,208
State Street Corp., 0.35%, 3/15/11		20,000,000		19,992,067
State Street Corp., 0.29%, 5/19/11		25,000,000		24,978,451
State Street Corp., 0.30%, 6/6/11		15,000,000		14,984,375

				84,950,101

Finance-Auto Loans (4.8%)**
Toyota Motor Credit Corp., 0.43%, 6/9/11		20,000,000		19,970,133
Toyota Motor Credit Corp., 0.42%, 7/6/11		25,000,000		24,955,868
Toyota Motor Credit Corp., 0.42%, 7/14/11		25,000,000		24,953,590
Toyota Motor Credit Corp., 0.50%, 7/25/11		15,000,000		14,964,475
Toyota Motor Credit Corp., 0.43%, 8/22/11		25,000,000		24,941,084

				109,785,150

Oil Company-Integrated (1.1%)
Total Capital Canada, Ltd., 0.38%, 8/19/11 ** ^(b)		25,000,000		24,948,868


Continued

19

Institutional Money Market

Schedule of Investments, continued

January 31, 2011 (Unaudited)

	Principal
	Amount		Value

Commercial Paper, continued
Regional Authority (0.7%)
Texas Public Finance Authority, 0.31%, 2/8/11	$	16,000,000	$	16,000,000

Schools (1.2%)
University of Michigan, 0.28%, 2/23/11		16,000,000		16,000,000
University of Michigan, 0.30%, 5/23/11		12,000,000		12,000,000

				28,000,000

U.S. Municipals (3.5%)
Massachusetts State Water Resources, 0.31%, 2/7/11
(LOC: Bayerische Landesbank)		55,000,000		55,000,000
Walnut Energy Center Authority, 0.30%, 3/18/11
(LOC: State Street Corp.)**		24,990,000		24,980,629

				79,980,629

Total Commercial Paper				513,539,298

Demand Notes (3.5%)
Building Products-Cement & Aggregate (1.0%)
Sioux City Brick & Tile Co., 0.28%, 12/1/36
(LOC: U.S. Bancorp), (Next Reset: 2/3/11) ^{(a) (b)}		22,675,000		22,675,000

Non-Profit Charity (0.5%)
World Wildlife Fund, 0.28%, 7/1/30 (LOC: JP Morgan, Inc.),
(Next Reset: 2/3/11) ^(a)		12,350,000		12,350,000

Special Purpose Entity ^(a) (2.0%)
Corporate Finance Managers, Inc., 0.29%, 2/2/43
(LOC: Wells Fargo & Co.), (Next Reset: 2/3/11)		11,610,000		11,610,000
Golf Gate Apartments, Series 2003, 0.29%, 9/1/28
(LOC: Wells Fargo & Co.), (Next Reset: 2/3/11)		7,295,000		7,295,000
Pershing Drive Associates L.P., 0.38%, 12/15/28
(LOC: Royal Bank of Canada), (Next Reset: 2/3/11)		10,940,000		10,940,000
Rush Medical Foundation, 0.28%, 12/1/31
(LOC: U.S. Bancorp), (Next Reset: 2/4/11)		5,400,000		5,400,000
Saddleback Valley Community Church, 0.25%, 11/1/38
(LOC: U.S. Bancorp), (Next Reset: 2/3/11)		11,045,000		11,045,000

				46,290,000

Total Demand Notes				81,315,000

Municipal Demand Notes (37.9%)
California ^(a) (0.7%)
Housing Finance Agency, Housing Program Bonds,
Series B, 0.25%, 8/1/36, (LOC: FNMA/FHLMC),
(Next Reset: 2/2/11)		9,155,000		9,155,000

Continued

20

Institutional Money Market

Schedule of Investments, continued

January 31, 2011 (Unaudited)

	Principal
	Amount		Value

Municipal Demand Notes, continued
California ^(a), continued
Kern Water Bank Authority, Series B, 0.29%, 7/1/28,
(LOC: Wells Fargo & Co.), (Next Reset: 2/3/11)	$	3,716,000	$	3,716,000
Sacramento County Housing Authority, Multi-Family,
Natomas Park Apartments, Series B, 0.28%, 7/15/35,
(LOC: FNMA), (Next Reset: 2/3/11)		815,000		815,000
Statewide Communities Development Authority,
Multi-Family Housing, Series X-T, 0.32%, 10/15/32,
(LOC: FNMA), (Next Reset: 2/3/11)		200,000		200,000
Statewide Communities Development Authority,
Multi-Family, Valley Palms Apartments, Series C-T, 0.25%,
5/15/35, (LOC: FNMA), (Next Reset: 2/3/11)		1,610,000		1,610,000

				15,496,000

Colorado ^(a) (0.8%)
Housing & Finance Authority, Single Family Mortgage Bonds,
Series B2, 0.27%, 11/1/33, (LOC: FNMA/FHLMC),
(Next Reset: 2/2/11)		11,465,000		11,465,000
Housing & Finance Authority, Single Family Mortgage Bonds,
Series I, 0.27%, 11/1/36, (LOC: FNMA/FHLMC),
(Next Reset: 2/2/11)		6,605,000		6,605,000

				18,070,000

Delaware (0.4%)
County of New Castle, Airport Facility Revenue, FlightSafety
International, Inc. Project, AMT, 0.29%, 6/1/22,
(LOC: Berkshire Hathaway), (Next Reset: 2/3/11) ^(a)		10,150,000		10,150,000

Florida ^(a) (3.8%)
Florida Municipal Power Agency, Series D, 0.31%, 10/1/25,
(LOC: Bank of America), (Next Reset: 2/3/11)		32,285,000		32,285,000
Miami-Dade County Industrial Development Authority,
Dolphin Stadium Project, 0.25%, 7/1/37,
(LOC: Societe Generale), (Next Reset: 2/3/11)		45,000,000		45,000,000
University of South Florida Research Foundation, Inc.,
Multi-Tenant Office Building Project,
Series C, 0.32%, 8/1/34, (LOC: Bank of America),
(Next Reset: 2/2/11)		9,700,000		9,700,000

				86,985,000

Georgia ^(a) (0.4%)
Augusta Housing Authority, Westbury Creek Apartments,
Series B, 0.40%, 5/15/33, (LOC: FNMA), (Next Reset: 2/2/11)		500,000		500,000
Winder-Barrow County JT Development Authority, 0.29%,
11/1/34, (LOC: Wells Fargo & Co.), (Next Reset: 2/3/11)		8,800,000		8,800,000

				9,300,000


Continued

21

Institutional Money Market

Schedule of Investments, continued

January 31, 2011 (Unaudited)

	Principal
	Amount		Value

Municipal Demand Notes, continued
Illinois ^(a) (2.8%)
City of Chicago Midway Airport Revenue,
Series A-2, 0.29%, 1/1/25, (LOC: JP Morgan, Inc.),
(Next Reset: 2/1/11)	$	26,975,000	$	26,975,000
County of Will, Exxon Mobil Project, AMT, 0.24%, 4/1/26,
(LOC: Exxon Mobil Corp.), (Next Reset: 2/1/11)		20,815,000		20,815,000
Finance Authority, Franciscan Communities,
Series B, 0.40%, 5/1/36, (LOC: Bank of America),
(Next Reset: 2/3/11)		11,655,000		11,655,000
Illinois Finance Authority, Fairview Obligated Group,
Series E, 0.41%, 8/15/42, (LOC: Bank of America),
(Next Reset: 2/3/11)		6,020,000		6,020,000

				65,465,000

Indiana ^(a) (1.3%)
City of Indianapolis Development, Multi-Family Housing,
Pedcor Investments, Series B, 0.50%, 11/1/36,
(LOC: FHLB), (Next Reset: 2/3/11)		940,000		940,000
City of Terre Haute, Westminister Village,
Series B, 0.46%, 8/1/36, (LOC: Banco Santander SA),
(Next Reset: 2/3/11)		9,115,000		9,115,000
Health Facility Financing Authority, Community
Foundation of Northwest Indiana,
Series B, 0.26%, 8/1/25, (LOC: Bank of Montreal),
(Next Reset: 2/3/11)		19,615,000		19,615,000

				29,670,000

Kentucky ^(a) (4.1%)
County of Boone, 0.42%, 6/1/23, (LOC: U.S. Bancorp),
(Next Reset: 2/3/11)		4,445,000		4,445,000
County of Carroll, Environmental Facilities Revenue,
Kentucky Utilities Co. Project, Series A, AMT, 0.37%,
2/1/32, (LOC: Wells Fargo & Co.), (Next Reset: 2/3/11)		10,000,000		10,000,000
Louisville & Jefferson County Regional Airport Authority,
AMT, 0.24%, 1/1/29, (LOC: United Parcel Service, Inc.),
(Next Reset: 2/1/11)		37,000,000		37,000,000
Louisville & Jefferson County Regional Airport Authority,
Series C, AMT, 0.24%, 1/1/29,
(LOC: United Parcel Service, Inc.), (Next Reset: 2/1/11)		42,500,000		42,500,000

				93,945,000

Maryland (0.9%)
Health & Higher Educational Facilities Authority, Adventist
Healthcare, Series B, 0.26%, 1/1/35, (LOC: Deutsche Bank),
(Next Reset: 2/3/11) ^(a)		21,260,000		21,260,000


Continued

22

Institutional Money Market

Schedule of Investments, continued

January 31, 2011 (Unaudited)

	Principal
	Amount		Value

Municipal Demand Notes, continued
Massachusetts ^(a) (1.1%)
Development Finance Agency, Linden Ponds, Inc. Facility,
Series C, 0.46%, 11/1/42, (LOC: Banco Santander SA),
(Next Reset: 2/3/11)	$	10,000,000	$	10,000,000
Simmons College, Series C, 0.25%, 10/1/22,
(LOC: JP Morgan, Inc.), (Next Reset: 2/3/11)		16,555,000		16,555,000

				26,555,000

Michigan ^(a) (4.5%)
Charter Township of Canton, GO, 2.75%, 3/1/11,
(LOC: Comerica Bank), (Next Reset: 2/2/11)		500,000		500,000
Charter Township of Ypsilanti, Capital Improvements,
Series B, GO, 2.75%, 4/1/19, (LOC: Comerica Bank),
(Next Reset: 2/2/11)		2,280,000		2,280,000
Finance Authority, School Loan, 0.29%, 9/1/50,
(LOC: PNC Bank NA), (Next Reset: 2/1/11)		25,000,000		25,000,000
University of Michigan, Series A, 0.25%, 4/1/38,
(LOC: University of Michigan), (Next Reset: 2/1/11)		50,000,000		50,000,000
Wayne County Airport Authority, Series C1, AMT, 0.75%,
12/1/21, (LOC: Wachovia Corp.), (Next Reset: 2/3/11)		24,680,000		24,680,000

				102,460,000

Minnesota ^(a) (1.0%)
City of Plymouth, Carlson Center Project, 0.32%, 4/1/12,
(LOC: U.S. Bancorp), (Next Reset: 2/3/11)		400,000		400,000
City of St. Paul, 0.29%, 11/1/25, (LOC: U.S. Bancorp),
(Next Reset: 2/3/11)		11,700,000		11,700,000
Office of Higher Education, Supplemental Student Loan,
Series A, 0.30%, 12/1/43, (LOC: U.S. Bancorp),
(Next Reset: 2/3/11)		10,600,000		10,600,000

				22,700,000

Mississippi ^(a) (2.5%)
Business Finance Corp., Chevron USA, Inc. Project,
Series A, 0.25%, 12/1/30, (LOC: Chevron U.S.A., Inc.),
(Next Reset: 2/1/11)		22,900,000		22,900,000
Business Finance Corp., Chevron USA, Inc. Project,
Series G, 0.23%, 11/1/35, (LOC: Chevron U.S.A., Inc.),
(Next Reset: 2/1/11)		25,000,000		25,000,000
Business Finance Corp., Chevron USA, Inc. Project,
Series I, 0.25%, 11/1/35, (LOC: Chevron U.S.A., Inc.),
(Next Reset: 2/1/11)		8,700,000		8,700,000

				56,600,000

Continued

23

Institutional Money Market

Schedule of Investments, continued

January 31, 2011 (Unaudited)

	Principal
	Amount		Value

Municipal Demand Notes, continued
New Mexico ^(a) (0.2%)
City of Albuquerque, KTECH Corp. Project, 0.29%, 11/1/22,
(LOC: Wells Fargo & Co.), (Next Reset: 2/3/11)	$	3,835,000	$	3,835,000
City of Albuquerque, KTECH Corp. Project, 0.29%, 8/1/25,
(LOC: Wells Fargo & Co.), (Next Reset: 2/3/11)		1,375,000		1,375,000

				5,210,000

New York ^(a) (2.2%)
Housing Development Corp., Verde Apartments,
Series A, 0.28%, 1/1/16, (LOC: JP Morgan, Inc.),
(Next Reset: 2/3/11)		6,300,000		6,300,000
New York State Housing Finance Agency,
Series A, AMT, 0.34%, 11/1/41,
(LOC: Bank of New York Co., Inc.), (Next Reset: 2/2/11)		44,000,000		44,000,000

				50,300,000

Ohio ^(a) (3.1%)
City of Cleveland, Airport System, Series B, 0.28%, 1/1/20,
(LOC: U.S. Bancorp), (Next Reset: 2/3/11)		9,520,000		9,520,000
County of Cuyahoga Health Care Facilities, Franciscan
Communities, Series F, 0.40%, 5/15/12,
(LOC: Bank of America), (Next Reset: 2/3/11)		605,000		605,000
County of Hamilton, Hospital Facilities Revenue,
Series A, 0.26%, 6/1/27, (LOC: Northern Trust Company),
(Next Reset: 2/2/11)		35,000,000		35,000,000
Ohio Air Quality Development Authority,
Series B, 0.42%, 6/1/24, (LOC: Bank of America),
(Next Reset: 2/2/11)		26,000,000		26,000,000

				71,125,000

Pennsylvania ^(a) (0.5%)
Berks County Municipal Authority, Pheobe Dewitt Homes
Obligated Group Project, Series C, 0.46%, 5/15/22,
(LOC: Banco Santander SA), (Next Reset: 2/3/11)		2,645,000		2,645,000
Blair County Industrial Development Authority,
Altoona-Blair County Development Corp., 0.29%, 10/1/28,
(LOC: PNC Bank NA), (Next Reset: 2/3/11)		9,000,000		9,000,000

				11,645,000

South Carolina ^(a) (1.5%)
Jobs-Economic Development Authority, University Medical
Associations Refinance Project, 0.27%, 7/1/37,
(LOC: Wells Fargo & Co.), (Next Reset: 2/1/11)		28,100,000		28,100,000
South Carolina Jobs-Economic Development
Authority, 0.29%, 4/1/34, (LOC: Wells Fargo & Co.),
(Next Reset: 2/3/11)		6,750,000		6,750,000

				34,850,000


Continued

24

Institutional Money Market

Schedule of Investments, continued

January 31, 2011 (Unaudited)

	Principal
	Amount		Value

Municipal Demand Notes, continued
Tennessee ^(a) (1.3%)
Johnson City Health & Educational Facilities Board,
Series B1, 0.35%, 7/1/33, (LOC: U.S. Bancorp),
(Next Reset: 2/2/11)	$	20,600,000	$	20,600,000
Johnson City Health & Educational Facilities Board,
Mountain States Health Alliance, Series B2, 0.29%, 7/1/33,
(LOC: PNC Bank NA), (Next Reset: 2/2/11)		10,000,000		10,000,000

				30,600,000

Texas ^(a) (4.0%)
Gulf Coast Waste Disposal Authority, Exxon Mobil Project,
AMT, 0.24%, 6/1/30, (LOC: Exxon Mobil Corp.),
(Next Reset: 2/1/11)		25,000,000		25,000,000
Lower Neches Valley Authority Industrial
Development Corp., Series B, AMT, 0.24%, 11/1/29,
(LOC: Exxon Mobil Corp.), (Next Reset: 2/1/11)		19,000,000		19,000,000
Port of Port Arthur Navigation District, AMT, 0.31%,
5/1/33, (LOC: Total SA), (Next Reset: 2/2/11)		5,500,000		5,500,000
State of Texas, GO, AMT, 0.28%, 12/1/29,
(LOC: Wells Fargo & Co.), (Next Reset: 2/2/11)		14,700,000		14,700,000
State Veterans Housing Fund, Series A, GO,
AMT, 0.29%, 12/1/34, (LOC: Texas G.O. with
State Street Liquidity Facility), (Next Reset: 2/2/11)		28,250,000		28,250,000

				92,450,000

Utah (0.1%)
Telecommunication Open Infrastructure
Agency, 0.28%, 6/1/40, (LOC: FHLB),
(Next Reset: 2/3/11) ^(a)		2,000,000		2,000,000

Virginia (0.4%)
Alexandria Industrial Development Authority,
American Academy of Otolaryngology,
Series A, 0.31%, 7/1/30, (LOC: Bank of America),
(Next Reset: 2/3/11) ^(a)		8,450,000		8,450,000

Washington ^(a) (0.1%)
State Housing Finance Commission, Multi-Family,
Granite Falls Retirement Plaza, Series B, 0.30%,
10/1/27, (LOC: Wells Fargo & Co.), (Next Reset: 2/1/11)		740,000		740,000
State Housing Finance Commission, Multi-Family,
Vintage At Everett, Series B, 0.28%, 1/15/38,
(LOC: FNMA), (Next Reset: 2/3/11)		1,175,000		1,175,000
State Housing Finance Commission, Summer Ridge,
Series B, 0.32%, 12/1/29, (LOC: U.S. Bancorp),
(Next Reset: 2/1/11)		295,000		295,000

				2,210,000


Continued

25

Institutional Money Market

Schedule of Investments, continued

January 31, 2011 (Unaudited)

	Principal
	Amount		Value

Municipal Demand Notes, continued
West Virginia (0.2%)
County of Brooke, Bethany College Project, Series B, 0.31%, 12/1/37, (LOC: PNC Bank NA), (Next Reset: 2/3/11) ^(a)	$	5,000,000	$	5,000,000

Total Municipal Demand Notes				872,496,000

	Shares

Money Markets ^(c) (0.8%)
AIM STIT Liquid Assets Portfolio		16,165,303	16,165,303
Goldman Sachs Financial Square Prime Obligations Fund		1,280,648	1,280,648

Total Money Markets			17,445,951

	Principal
	Amount

Repurchase Agreements (7.4%)
Barclays PLC, 0.21%, dated 1/31/11, due 2/1/11, (Repurchase proceeds, $35,000,204, Collateralized by U.S. Treasury Security, 1.13%, 6/15/13, value $35,700,037)	$	35,000,000		35,000,000
Deutsche Bank, 0.21%, dated 1/31/11, due 2/1/11, (Repurchase proceeds, $80,000,467, Collateralized by U.S. Government Agency Security, 4.38%, 9/15/12, value $81,600,581)		80,000,000		80,000,000
Toronto Dominion, 0.21%, dated 1/31/11, due 2/1/11, (Repurchase proceeds, $35,000,204, Collateralized by U.S. Treasury Security, 0.00%, 4/28/11, value $35,700,001)		35,000,000		35,000,000
UBS Investment Bank, 0.20%, dated 1/31/11, due 2/1/11, (Repurchase proceeds, $20,424,113, Collateralized by U.S. Treasury Security, 0.00%, 4/28/11, value $20,832,506)		20,424,000		20,424,000

Total Repurchase Agreements				170,424,000

Total Investments (Cost $2,295,870,393) ^† - 99.8%				2,295,870,393
Other assets in excess of liabilities - 0.2%				3,529,405

NET ASSETS - 100.0%			$	2,299,399,798

Continued

Institutional Money Market

Schedule of Investments, continued

January 31, 2011 (Unaudited)

Notes to Schedule of Investments

^**		Rate represents the effective yield at purchase.
^†		Also represents cost for federal income tax purposes.
^(a)		Variable rate security. Rate presented represents rate in effect at January 31, 2011.
^(b)		Rule 144A, Section 4(2) or other security which is restricted as to resale to institutional investors. The Fund’s advisor has deemed this security to be liquid based upon procedures approved by the Board of Trustees.
^(c)		Investment is in Institutional Shares of underlying fund/portfolio.
^(d)		FDIC guaranteed through Treasury Liquidity Guarantee Program.

The following abbreviations are used in the Schedule of Investments:

AMT - Alternative Minimum Tax Paper

FHLB - Federal Home Loan Bank

FHLMC - Federal Home Loan Mortgage Corp.

FNMA - Federal National Mortgage Association

GO - General Obligation

LOC - Letter of Credit

At January 31, 2011, Institutional Money Market’s investments were in the following countries:

Country

Canada	6.5	%
Luxembourg	1.5	%
Netherlands	2.0	%
United States	90.0	%

Total	100.0	%

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

Institutional Government Money Market

Schedule of Investments

January 31, 2011 (Unaudited)

	Principal
	Amount		Value

Corporate Bonds ^(d) (6.2%)
U.S. Government Agencies (6.2%)
Citibank NA, 1.38%, 8/10/11	$	12,562,000	$	12,633,612
Citibank NA, Series 1, 1.50%, 7/12/11		20,000,000		20,107,500
Citigroup, Inc., 1.06%, 12/9/11, (Next Reset: 2/9/11) ^(a)		2,696,000		2,714,384
Goldman Sachs Group, Inc. (The), 0.38%, 3/15/11 ^(a)		5,560,000		5,561,605
PNC Funding Corp., 1.88%, 6/22/11		20,995,000		21,128,279
State Street Bank and Trust Co., 0.50%, 9/15/11, (Next Reset: 3/15/11) ^(a)		7,400,000		7,410,779
US Central Federal Credit Union, 1.25%, 10/19/11		23,067,000		23,219,185

Total Corporate Bonds				92,775,344

Mortgage-Backed Securities ^(a) (4.6%)
U.S. Government Agencies (4.6%)
Freddie Mac, 0.27%, 8/15/21, (Next Reset: 2/3/11)		2,400,000		2,400,000
Freddie Mac, 0.27%, 1/15/42, (Next Reset: 2/3/11)		40,853,014		40,853,014
Freddie Mac, 0.27%, 10/15/45, (Next Reset: 2/3/11)		25,147,994		25,147,994

Total Mortgage-Backed Securities				68,401,008

U.S. Government Agencies (59.1%)
Fannie Mae (6.8%)
5.50%, 3/15/11		10,000,000		10,058,815
1.75%, 3/23/11		8,179,000		8,195,025
0.17%, 5/13/11, (Next Reset: 2/13/11) ^(a)		5,500,000		5,499,391
0.40%, 6/1/11 **		10,000,000		9,987,000
0.24%, 6/15/11 **		15,000,000		14,986,879
0.28%, 7/6/11 **		10,000,000		9,988,160
0.43%, 7/6/11 **		5,000,000		4,990,958
0.23%, 7/7/11 **		6,725,000		6,718,298
3.63%, 8/15/11		16,249,000		16,537,301
5.38%, 11/15/11		13,073,000		13,587,863

				100,549,690

Federal Farm Credit Bank (8.6%)
0.35%, 5/18/11, (Next Reset: 2/18/11) ^(a)		30,500,000		30,511,882
0.33%, 7/1/11, (Next Reset: 2/1/11) ^(a)		5,400,000		5,402,707
0.35%, 7/1/11, (Next Reset: 2/1/11) ^(a)		25,000,000		25,002,315
0.23%, 7/13/11 **		14,600,000		14,584,889
3.88%, 8/25/11		16,985,000		17,322,630
0.27%, 10/12/11, (Next Reset: 2/1/11) ^(a)		25,000,000		24,998,267
0.26%, 12/7/11, (Next Reset: 2/1/11) ^(a)		9,800,000		9,792,880

				127,615,570

Continued

Institutional Government Money Market

Schedule of Investments, continued

January 31, 2011 (Unaudited)

	Principal
	Amount		Value

U.S. Government Agencies, continued
Federal Home Loan Bank (18.0%)
0.95%, 2/3/11	$	8,800,000	$	8,800,305
3.25%, 3/11/11		15,410,000		15,454,697
1.63%, 3/16/11		4,290,000		4,296,316
0.16%, 4/1/11 **		25,000,000		24,993,444
0.80%, 5/6/11		9,000,000		9,012,041
0.17%, 5/13/11 ^(a)		3,000,000		2,999,993
2.63%, 5/20/11		1,500,000		1,510,349
1.13%, 6/3/11		11,450,000		11,476,814
0.16%, 6/7/11, (Next Reset: 2/7/11) ^(a)		13,155,000		13,152,847
3.13%, 6/10/11		7,275,000		7,344,067
4.25%, 6/10/11		4,700,000		4,762,615
3.38%, 6/24/11		10,000,000		10,116,633
3.63%, 7/1/11		18,225,000		18,471,128
0.16%, 7/11/11, (Next Reset: 2/11/11) ^(a)		25,000,000		24,996,720
0.16%, 7/15/11, (Next Reset: 4/15/11) ^(a)		9,600,000		9,596,874
1.63%, 7/27/11		7,525,000		7,574,133
5.38%, 8/19/11		4,300,000		4,419,440
5.00%, 9/9/11		5,885,000		6,050,778
0.27%, 9/30/11, (Next Reset: 2/1/11) ^(a)		25,000,000		25,000,000
4.88%, 10/5/11		2,550,000		2,628,124
5.00%, 10/13/11		3,400,000		3,510,538
0.26%, 10/20/11, (Next Reset: 2/1/11) ^(a)		30,000,000		30,000,000
0.39%, 11/28/11, (Next Reset: 2/1/11) ^(a)		7,140,000		7,147,446
0.30%, 12/15/11, (Next Reset: 2/1/11) ^(a)		15,000,000		15,000,000

				268,315,302

Freddie Mac (14.7%)
0.15%, 2/1/11 ^(a)		13,842,000		13,842,000
3.25%, 2/25/11		6,300,000		6,312,388
0.37%, 3/9/11 ^(a)		64,865,000		64,875,088
0.36%, 4/1/11 ^(a)		15,000,000		15,002,880
1.63%, 4/26/11		8,000,000		8,022,391
0.20%, 5/4/11, (Next Reset: 2/4/11) ^(a)		33,040,000		33,041,769
3.50%, 5/5/11		8,820,000		8,889,360
0.21%, 7/18/11 **		15,000,000		14,985,735
5.25%, 7/18/11		5,950,000		6,080,574
0.25%, 7/25/11 **		15,000,000		14,981,875
1.25%, 8/15/11		6,659,000		6,691,214
0.31%, 11/7/11, (Next Reset: 2/1/11) ^(a)		20,000,000		20,006,988
0.27%, 7/15/43, (Next Reset: 2/3/11) ^(a)		6,965,000		6,965,000

				219,697,262

Continued

Institutional Government Money Market

Schedule of Investments, continued

January 31, 2011 (Unaudited)

	Principal
	Amount		Value

U.S. Government Agencies, continued
Overseas Private Investment Corp. ^(a) (7.6%)
0.24%, 12/31/11, (Next Reset: 2/2/11)	$	25,051,000	$	25,051,000
0.26%, 5/15/21, (Next Reset: 2/2/11)		48,622,860		48,622,860
0.26%, 3/15/24, ( Next Reset: 2/2/11)		9,463,963		9,463,963
0.26%, 3/15/24, ( Next Reset: 2/2/11)		13,947,368		13,947,369
0.26%, 3/15/24, ( Next Reset: 2/2/11)		16,271,930		16,271,930

				113,357,122

Straight-A Funding LLC ^(b) (3.4%)
0.25%, 2/7/11 **		15,000,000		14,999,375
0.25%, 2/15/11 **		15,000,000		14,998,542
0.25%, 4/6/11		10,000,000		9,995,555
0.25%, 4/18/11 **		10,000,000		9,994,722

				49,988,194

Total U.S. Government Agencies				879,523,140

	Shares


Money Markets ^(c) (0.0%)
AIM STIT Government & Agency Portfolio		123,937	123,937
Goldman Sachs Financial Square Government Fund		286,993	286,993

Total Money Markets			410,930

	Principal
	Amount

Repurchase Agreements (30.0%)
Bank of America Securities, LLC, 0.21%, dated 1/31/11, due 2/1/11, (Repurchase proceeds, $120,000,700, Collateralized by U.S. Treasury Securities, 0.00%, 4/25/11-5/2/11, value $122,400,887)	$	120,000,000	120,000,000
Barclays PLC, 0.21%, dated 1/31/11, due 2/1/11, (Repurchase proceeds, $60,000,350, Collateralized by U.S. Treasury Security, 4.63%, 10/31/11, value $61,200,032)		60,000,000	60,000,000
Deutsche Bank, 0.21%, dated 1/31/11, due 2/1/11, (Repurchase proceeds, $130,000,758, Collateralized by U.S. Treasury Security, 0.00%, 3/18/11, value $132,600,107)		130,000,000	130,000,000

Continued

Institutional Government Money Market

Schedule of Investments, continued

January 31, 2011 (Unaudited)

	Principal
	Amount		Value

Repurchase Agreements, continued
Toronto Dominion, 0.21%, dated 1/31/11, due 2/1/11, (Repurchase proceeds, $115,000,671, Collateralized by U.S. Treasury Securities, 0.00%-4.50%, 4/28/11-9/30/11, value $117,300,082)	$	115,000,000	$	115,000,000
UBS Investment Bank, 0.20%, dated 1/31/11, due 2/1/11, (Repurchase proceeds, $21,144,117, Collateralized by U.S. Treasury Security, 0.00%, 4/28/11, value $21,566,949)		21,144,000		21,144,000

Total Repurchase Agreements				446,144,000

Total Investments (Cost $1,487,254,422) ^† - 99.9%				1,487,254,422

Other assets in excess of liabilities - 0.1%				2,233,022

NET ASSETS - 100.0%			$	1,489,487,444

Notes to Schedule of Investments

^**		Rate represents the effective yield at purchase.
^†		Also represents cost for federal income tax purposes.
^(a)		Variable rate security. Rate presented represents rate in effect at January 31, 2011.
^(b)		Rule 144A, Section 4(2) or other security which is restricted as to resale to institutional investors. The Fund’s advisor has deemed this security to be liquid based upon procedures approved by the Board of Trustees.
^(c)		Investment is in Institutional Shares of underlying fund/portfolio.
^(d)		FDIC guaranteed through Treasury Liquidity Guarantee Program.

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

U.S. Treasury Money Market

Schedule of Investments

January 31, 2011 (Unaudited)

	Principal
	Amount		Value

Corporate Bonds ^(c) (6.9%)
U.S. Government Agencies (6.9%)
Citibank NA, Series 1, 1.50%, 7/12/11	$	36,850,000	$	37,039,511
General Electric Capital Corp., 1.23%, 12/9/11,
(Next Reset: 3/9/11) ^(a)		10,160,000		10,245,643
Goldman Sachs Group, Inc. (The), 0.54%, 11/9/11,
(Next Reset: 2/9/11) ^(a)		11,260,000		11,286,729
JP Morgan Chase & Co., 3.13%, 12/1/11		15,000,000		15,341,429
JP Morgan Chase & Co., 1.02%, 12/2/11,
(Next Reset: 2/2/11) ^(a)		9,700,000		9,761,818
State Street Bank and Trust Co., 0.50%, 9/15/11,
(Next Reset: 3/15/11) ^(a)		6,550,000		6,559,897

Total Corporate Bonds				90,235,027

U.S. Government Agencies (2.3%)
Overseas Private Investment Corp. (2.3%)
0.26%, 12/15/19, (Next Reset: 2/2/11) ^(a)		30,000,000		30,000,000

Total U.S. Government Agencies				30,000,000

U.S. Treasury Bills (3.9%)**
0.19%, 2/24/11		25,000,000		24,997,045
0.19%, 3/17/11		25,000,000		24,994,317

Total U.S. Treasury Bills				49,991,362

U.S. Treasury Notes (22.0%)
0.88%, 2/28/11		40,000,000		40,014,379
0.88%, 3/31/11		25,000,000		25,019,374
0.88%, 4/30/11		40,000,000		40,061,492
0.88%, 5/31/11		25,000,000		25,051,888
1.00%, 7/31/11		40,000,000		40,142,320
4.63%, 8/31/11		25,000,000		25,623,532
1.00%, 10/31/11		40,000,000		40,219,318
1.75%, 11/15/11		25,000,000		25,286,959
0.75%, 11/30/11		15,000,000		15,051,804
0.88%, 1/31/12		10,000,000		10,057,570

Total U.S. Treasury Notes				286,528,636

	Shares

Money Markets ^(b) (0.1%)
AIM STIT Treasury Portfolio		601,323	601,323
Goldman Sachs Financial Square Funds Treasury Obligations Fund		681,197	681,197

Total Money Markets			1,282,520

Continued

U.S. Treasury Money Market

Schedule of Investments, continued

January 31, 2011 (Unaudited)

	Principal
	Amount		Value

Repurchase Agreements (64.7%)
Bank of America Securities, LLC, 0.21%, dated 1/31/11, due 2/1/11, (Repurchase proceeds, $106,065,619, Collateralized by U.S. Treasury Security, 1.25%, 10/31/15, value $108,186,330)	$	106,065,000	$	106,065,000
Barclays PLC, 0.21%, dated 1/31/11, due 2/1/11, (Repurchase proceeds, $145,000,846, Collateralized by U.S. Treasury Securities, 1.875%-2.375%, 7/31/17-9/30/17, value $147,900,012)		145,000,000		145,000,000
BMO Nesbitt Burns, 0.21%, dated 1/31/11, due 2/1/11, (Repurchase proceeds, $200,001,167, Collateralized by U.S. Treasury Securities, 2.00%-5.00%, 1/15/16-5/15/37, value $204,000,074)		200,000,000		200,000,000
Deutsche Bank, 0.21%, dated 1/31/11, due 2/1/11, (Repurchase proceeds, $180,001,050, Collateralized by U.S. Treasury Security, 0.625%, 1/31/13, value $183,600,079)		180,000,000		180,000,000
Toronto Dominion, 0.21%, dated 1/31/11, due 2/1/11, (Repurchase proceeds, $210,001,225, Collateralized by U.S. Treasury Securities, 0.00%-1.125%, 3/31/11-6/30/11, value $214,200,049)		210,000,000		210,000,000

Total Repurchase Agreements				841,065,000

Total Investments (Cost $1,299,102,545) ^† - 99.9%				1,299,102,545

Other assets in excess of liabilities - 0.1%				1,172,867

NET ASSETS - 100.0%			$	1,300,275,412

Notes to Schedule of Investments

^**		Rate represents the effective yield at purchase.
^†		Also represents cost for federal income tax purposes.
^(a)		Variable rate security. Rate presented represents rate in effect at January 31, 2011.
^(b)		Investment is in Institutional Shares of underlying fund/portfolio.
^(c)		FDIC guaranteed through Treasury Liquidity Guarantee Program.

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

Fifth Third Funds

Statements of Assets and Liabilities

January 31, 2011 (Unaudited)

	Prime
	Money Market

Assets:
Investments, at amortized cost and value	$	821,837,289
Repurchase agreements, at cost and value		95,895,000

Total Investments		917,732,289

Cash		122
Interest receivable		1,700,235
Receivable for Fund shares sold		465,307
Receivable from Advisor and affiliates		465,200
Prepaid expenses and other assets		59,767

Total Assets		920,422,920

Liabilities:
Distributions payable		3,720
Payable for investments purchased		2,770
Payable for Fund shares redeemed		62,935
Accrued expenses and other payables:
Payable to Advisor and affiliates		—
Distribution and administrative servicing fee		647,643
Other		57,052

Total Liabilities		774,120

Net Assets:
Paid-in Capital	$	920,269,784
Accumulated net investment income (loss)		1,798
Accumulated net realized gain (loss) from investment transactions		(622,782	)

Net Assets	$	919,648,800

Net Assets:
Institutional Shares	$	502,321,517
Class A Shares		416,032,935
Class B Shares		913,826
Class C Shares		380,522
Select Shares		NA
Preferred Shares		NA
Trust Shares		NA

Total	$	919,648,800

Shares of beneficial interest outstanding (unlimited number of shares authorized, no par value):
Institutional Shares		502,756,685
Class A Shares		416,393,606
Class B Shares		914,622
Class C Shares		380,852
Select Shares		NA
Preferred Shares		NA
Trust Shares		NA

Total		920,445,765

Net Asset Value
Offering and redemption price per share - Institutional Shares, Class A Shares, Class B Shares, Class C Shares, Select Shares, Preferred Shares and Trust Shares ^(a)	$	1.00


^(a)		Redemption price per share for Class B Shares and Class C Shares varies by length of time shares are held.

See notes to financial statements.

Fifth Third Funds

Statements of Assets and Liabilities

January 31, 2011 (Unaudited)

			Institutional
Institutional			Government			U.S. Treasury
Money Market			Money Market			Money Market

$	2,125,446,393		$	1,041,110,422		$	458,037,545
	170,424,000			446,144,000			841,065,000

	2,295,870,393			1,487,254,422			1,299,102,545

	43,312			280			477
	3,811,128			2,393,349			1,228,948
	208,088			4,458			47,025
	—			136,648			134,165
	169,086			115,553			110,349

	2,300,102,007			1,489,904,710			1,300,623,509


	99,099			18,016			10,075
	5,241			1,157			101
	165,319			—			—

	112,875			—			—
	263,248			349,181			299,235
	56,427			48,912			38,686

	702,209			417,266			348,097

$	2,301,926,737		$	1,489,502,082		$	1,300,274,655
	(61	)		1,568			—
	(2,526,878	)		(16,206	)		757

$	2,299,399,798		$	1,489,487,444		$	1,300,275,412


$	1,812,244,289		$	1,101,323,530		$	964,404,321
	NA			NA			NA
	NA			NA			NA
	NA			NA			NA
	160,139,071			43,903,994			3,717,473
	114,153,254			220,425,136			238,766,522
	212,863,184			123,834,784			93,387,096

$	2,299,399,798		$	1,489,487,444		$	1,300,275,412


	1,814,242,825			1,101,360,189			964,299,078
	NA			NA			NA
	NA			NA			NA
	NA			NA			NA
	160,315,665			43,905,380			3,712,308
	114,279,138			220,426,581			238,718,922
	213,097,921			123,835,980			93,378,501

	2,301,935,549			1,489,528,130			1,300,108,809



$	1.00		$	1.00		$	1.00

See notes to financial statements.

Fifth Third Funds

Statements of Operations

For the six months ended January 31, 2011 (Unaudited)

	Prime
	Money Market

Investment Income:
Interest income	$	1,443,110
Dividend income		23,729

Total Income		1,466,839

Expenses:
Investment advisory fees		1,876,883
Administration fees		816,155
Distribution servicing fees - Class A Shares		532,839
Distribution servicing fees - Class B Shares		5,419
Distribution servicing fees - Class C Shares		820
Administrative servicing fees - Class C Shares		273
Administrative servicing fees - Select Shares		NA
Administrative servicing fees - Preferred Shares		NA
Administrative servicing fees - Trust Shares		NA
Accounting fees		102,131
Registration and filing fees		23,298
Transfer and dividend disbursing agent fees		38,260
Custody fees		16,485
Trustees’ fees and expenses		27,073
Professional fees		17,370
Printing expense		33,443
Other expenses		36,301

Total expenses		3,526,750

Less: Waiver and/or reimbursement from Advisor and/or affiliates		(1,485,571	)
Distribution/servicing fees waived		(622,044	)

Net Expenses		1,419,135

Net Investment Income		47,704

Net realized gains on investments		20,033
Payment by Affiliate*		650,000

Net realized gains on investments		670,033

Change in net assets resulting from operations	$	717,737


^*		See Note 4.

See notes to financial statements.

Fifth Third Funds

Statements of Operations

For the six months ended January 31, 2011 (Unaudited)

			Institutional
Institutional			Government			U.S. Treasury
Money Market			Money Market			Money Market


$	4,436,308		$	2,236,009		$	1,654,136
	57,541			2,345			281

	4,493,849			2,238,354			1,654,417


	5,660,867			3,481,694			2,892,782
	2,461,443			1,513,880			1,257,871
	NA			NA			NA
	NA			NA			NA
	NA			NA			NA
	NA			NA			NA
	63,781			20,615			2,754
	58,002			190,902			178,760
	272,797			161,083			107,382
	199,805			143,601			127,448
	17,750			16,248			15,834
	66,432			42,433			31,768
	34,740			24,610			19,952
	86,799			56,265			41,730
	38,832			26,875			22,218
	5,855			3,527			2,702
	123,234			96,775			79,232

	9,090,337			5,778,508			4,780,433

	(5,721,302	)		(3,578,060	)		(3,007,512	)
	(188,780	)		(294,855	)		(268,916	)

	3,180,255			1,905,593			1,504,005

	1,313,594			332,761			150,412

	116,165			550			757
	—			—			—

	116,165			550			757

$	1,429,759		$	333,311		$	151,169

See notes to financial statements.

Fifth Third Funds

Statements of Changes in Net Assets

	Prime
	Money Market

	Six months			Year
	ended			ended
	January 31,			July 31,
	2011 ^(a)			2010

Change in Net Assets:
Operations:
Net investment income	$	47,704		$	218,395
Net realized gains (losses) from investment transactions		20,033			(1,099,856	)
Payment by Affiliate*		650,000			—

Change in net assets resulting from operations		717,737			(881,461	)

Distributions to shareholders from net investment income:
Institutional Shares		(99,993	)		(95,432	)
Class A Shares		(85,569	)		(73,523	)
Class B Shares		(222	)		(289	)
Class C Shares		(47	)		(66	)
Select Shares		NA			NA
Preferred Shares		NA			NA
Trust Shares		NA			NA

Change in net assets from Fund shareholder distributions		(185,831	)		(169,310	)

Change in net assets from fund share transactions		4,677,139			(348,543,096	)

Change in net assets		5,209,045			(349,593,867	)

Net Assets:
Beginning of period		914,439,755			1,264,033,622

End of period	$	919,648,800		$	914,439,755

Accumulated net investment income/(loss)	$	1,798		$	139,925


^(a)		Unaudited
^*		See Note 4.

See notes to financial statements.

Fifth Third Funds

Statements of Changes in Net Assets

Institutional						Institutional Government						U.S. Treasury
Money Market						Money Market						Money Market

Six months			Year			Six months			Year			Six months			Year
ended			ended			ended			ended			ended			ended
January 31,			July 31,			January 31,			July 31,			January 31,			July 31,
2011 ^(a)			2010			2011 ^(a)			2010			2011 ^(a)			2010



$	1,313,594		$	3,785,527		$	332,761		$	1,325,481		$	150,412		$	284,814
	116,165			(2,560,615	)		550			(10,210	)		757			1,912
	—			—			—			—			—			—

	1,429,759			1,224,912			333,311			1,315,271			151,169			286,726


	(1,308,290	)		(3,619,983	)		(333,126	)		(1,207,219	)		(170,077	)		(203,455	)
	NA			NA			NA			NA			NA			NA
	NA			NA			NA			NA			NA			NA
	NA			NA			NA			NA			NA			NA
	(26,705	)		(63,824	)		(3,620	)		(22,877	)		(610	)		(2,525	)
	(5,574	)		(33,843	)		(18,215	)		(45,882	)		(19,693	)		(33,797	)
	(15,843	)		(35,284	)		(9,061	)		(20,766	)		(6,823	)		(11,410	)

	(1,356,412	)		(3,752,934	)		(364,022	)		(1,296,744	)		(197,203	)		(251,187	)

	(973,352,436	)		166,870,309			(592,456,902	)		(624,768,905	)		(119,543,939	)		(301,497,587	)

	(973,279,089	)		164,342,287			(592,487,613	)		(624,750,378	)		(119,589,973	)		(301,462,048	)

	3,272,678,887			3,108,336,600			2,081,975,057			2,706,725,435			1,419,865,385			1,721,327,433

$	2,299,399,798		$	3,272,678,887		$	1,489,487,444		$	2,081,975,057		$	1,300,275,412		$	1,419,865,385

$	(61	)	$	42,757		$	1,568		$	32,829		$	—		$	46,791

See notes to financial statements.

Fifth Third Funds

Statements of Changes in Net Assets, continued —

Fund Share Transactions

	Prime
	Money Market

	Six months			Year
	ended			ended
	January 31,			July 31,
	2011 ^(a)			2010


Share Transactions:*
Institutional Shares
Shares issued		492,373,920			735,171,371
Dividends reinvested		22,028			19,565
Shares redeemed		(473,828,758	)		(974,185,002	)

Total Institutional Shares		18,567,190			(238,994,066	)

Class A Shares
Shares issued		167,764,155			263,030,812
Dividends reinvested		85,524			74,532
Shares redeemed		(181,757,784	)		(370,474,843	)

Total Class A Shares		(13,908,105	)		(107,369,499	)

Class B Shares
Shares issued		43,275			85,295
Dividends reinvested		73			106
Shares redeemed		(308,373	)		(1,507,739	)

Total Class B Shares		(265,025	)		(1,422,338	)

Class C Shares
Shares issued		323,274			263,595
Dividends reinvested		36			54
Shares redeemed		(40,232	)		(1,020,842	)

Total Class C Shares		283,078			(757,193	)

Select Shares
Shares issued		NA			NA
Dividends reinvested		NA			NA
Shares redeemed		NA			NA

Total Select Shares		NA			NA

Preferred Shares
Shares issued		NA			NA
Dividends reinvested		NA			NA
Shares redeemed		NA			NA

Total Preferred Shares		NA			NA

Trust Shares
Shares issued		NA			NA
Dividends reinvested		NA			NA
Shares redeemed		NA			NA

Total Trust Shares		NA			NA


^(a)		Unaudited
^*		Share transactions are at a Net Asset Value of $1.00 per share.

See notes to financial statements.

Fifth Third Funds

Statements of Changes in Net Assets, continued —

Fund Share Transactions

Institutional				Institutional Government				U.S. Treasury
Money Market				Money Market				Money Market

Six months		Year		Six months		Year		Six months		Year
ended		ended		ended		ended		ended		ended
January 31,		July 31,		January 31,		July 31,		January 31,		July 31,
2011 ^(a)		2010		2011 ^(a)		2010		2011 ^(a)		2010



6,369,182,282		10,016,269,183		3,517,531,063		6,096,647,083		1,624,109,703		2,447,810,948
620,718		2,002,992		103,267		334,770		52,324		58,606
(7,384,237,309	)	(9,697,385,018	)	(4,070,749,314	)	(6,500,769,886	)	(1,804,408,152	)	(2,608,544,405	)

(1,014,434,309	)	320,887,157		(553,114,984	)	(403,788,033	)	(180,246,125	)	(160,674,851	)


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


569,684,849		794,136,313		49,375,920		223,015,773		3,373,638		23,183,418
12,908		37,747		1,851		16,628		184		558
(513,906,259	)	(807,093,921	)	(63,272,982	)	(278,607,436	)	(8,859,581	)	(38,723,636	)

55,791,498		(12,919,861	)	(13,895,211	)	(55,575,035	)	(5,485,759	)	(15,539,660	)


354,821,457		597,958,321		632,069,590		1,416,373,303		391,360,287		594,674,314
4,556		29,525		11,017		29,020		7,286		11,484
(364,343,291	)	(639,995,122	)	(649,277,987	)	(1,555,576,724	)	(340,742,508	)	(701,597,658	)

(9,517,278	)	(42,007,276	)	(17,197,380	)	(139,174,401	)	50,625,065		(106,911,860	)


110,958,782		260,278,523		122,549,304		212,748,036		197,937,850		300,468,376
1,779		4,042		1,404		4,410		—		—
(116,152,909	)	(359,372,276	)	(130,800,035	)	(238,983,882	)	(182,374,968	)	(318,839,592	)

(5,192,348	)	(99,089,711	)	(8,249,327	)	(26,231,436	)	15,562,882		(18,371,216	)

See notes to financial statements.

Fifth Third Funds

Financial Highlights

(For a share of beneficial interest outstanding throughout each period)

					Net
					Realized and
	Net Asset				Unrealized		Less
	Value,		Net		Gains/		Distributions
	Beginning		Investment		(Losses) from		to
	of Period		Income		Investments		Shareholders

Prime Money Market
Institutional Shares
Six months ended 1/31/11 ~	$	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	)
Year ended 7/31/07	$	1.00	0.05	Δ@	—	^	(0.05	)
Year ended 7/31/06	$	1.00	0.04		—	^	(0.04	)

Prime Money Market
Class A Shares
Six months ended 1/31/11 ~	$	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	)
Year ended 7/31/07	$	1.00	0.05	Δ@	—	^	(0.05	)
Year ended 7/31/06	$	1.00	0.04		—	^	(0.04	)

Prime Money Market
Class B Shares
Six months ended 1/31/11 ~	$	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	)
Year ended 7/31/07	$	1.00	0.04	Δ@	—	^	(0.04	)
Year ended 7/31/06	$	1.00	0.03		—	^	(0.03	)

Prime Money Market
Class C Shares
Six months ended 1/31/11 ~	$	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	)
Year ended 7/31/07	$	1.00	0.04	Δ@	—	^	(0.04	)
Year ended 7/31/06	$	1.00	0.03		—	^	(0.03	)

See notes to financial highlights and notes to financial statements.

Fifth Third Funds

Financial Highlights

(For a share of beneficial interest outstanding throughout each period)

					Ratios/Supplemental Data

							Ratios of			Ratios of			Ratios of
					Net		Expenses			Expenses			Net
Net Asset					Assets,		to			to			Investment
Value,					End of		Average			Average			Income
End of		Total			Period		Net			Net			to Average
Period		Return			(000’s)		Assets (a)			Assets (b)			Net Assets



$	1.00		0.02	%*#	$	502,321		0.64	%**		0.30	%**†		0.01	%**
$	1.00		0.02	%	$	483,486		0.64	%Ω		0.38	%Ω†		0.02	%
$	1.00		1.23	%	$	723,024		0.66	%Ω		0.58	%Ω		1.29	%
$	1.00		3.65	%	$	892,765		0.66	%		0.54	%		3.44	%
$	1.00		4.94	%	$	605,987		0.66	%		0.54	%		4.82	%
$	1.00		3.97	%	$	563,551		0.66	%		0.54	%		3.81	%



$	1.00		0.02	%*#	$	416,033		0.89	%**		0.30	%**†		0.01	%**
$	1.00		0.02	%	$	429,678		0.89	%Ω		0.38	%Ω†		0.02	%
$	1.00		0.99	%	$	537,555		0.91	%Ω		0.81	%Ω†		1.06	%
$	1.00		3.40	%	$	721,478		0.91	%		0.79	%		3.22	%
$	1.00		4.67	%	$	625,362		0.91	%		0.79	%		4.57	%
$	1.00		3.71	%	$	455,183		0.91	%		0.79	%		3.65	%



$	1.00		0.02	%*#	$	914		1.64	%**		0.30	%**†		0.01	%**
$	1.00		0.02	%	$	1,178		1.64	%Ω		0.40	%Ω†		0.01	%
$	1.00		0.52	%	$	2,600		1.67	%Ω		1.29	%Ω†		0.52	%
$	1.00		2.62	%	$	2,390		1.66	%		1.54	%		2.40	%
$	1.00		3.90	%	$	1,468		1.66	%		1.54	%		3.83	%
$	1.00		2.94	%	$	1,216		1.66	%		1.54	%		2.84	%



$	1.00		0.02	%*#	$	381		1.64	%**		0.30	%**†		0.01	%**
$	1.00		0.02	%	$	98		1.66	%Ω		0.47	%Ω†		0.01	%
$	1.00		0.52	%	$	855		1.66	%Ω		1.31	%Ω†		0.58	%
$	1.00		2.63	%	$	1,103		1.66	%		1.54	%		2.53	%
$	1.00		3.90	%	$	1,066		1.66	%		1.54	%		3.82	%
$	1.00		2.93	%	$	879		1.66	%		1.54	%		2.80	%

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
						Realized and
	Net Asset					Unrealized			Less
	Value,		Net			Gains/			Distributions
	Beginning		Investment			(Losses) from			to
	of Period		Income			Investments			Shareholders

Institutional Money Market
Institutional Shares
Six months ended 1/31/11 ~	$	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	)
Year ended 7/31/07	$	1.00		0.05	Δ		—	^		(0.05	)
Year ended 7/31/06	$	1.00		0.04			—			(0.04	)

Institutional Money Market
Select Shares
Six months ended 1/31/11 ~	$	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	)
Year ended 7/31/07	$	1.00		0.05	Δ		—	^		(0.05	)
Year ended 7/31/06	$	1.00		0.04			—			(0.04	)

Institutional Money Market
Preferred Shares
Six months ended 1/31/11 ~	$	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	)
Year ended 7/31/07	$	1.00		0.05	Δ		—	^		(0.05	)
Year ended 7/31/06	$	1.00		0.04			—			(0.04	)

Institutional Money Market
Trust Shares
Six months ended 1/31/11 ~	$	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	)
Year ended 7/31/07	$	1.00		0.05	Δ		—	^		(0.05	)
Year ended 7/31/06	$	1.00		0.04			—			(0.04	)

See notes to financial highlights and notes to financial statements.

Fifth Third Funds

Financial Highlights, continued

(For a share of beneficial interest outstanding throughout each period)

					Ratios/Supplemental Data

							Ratios of			Ratios of			Ratios of
					Net		Expenses			Expenses			Net
Net Asset					Assets,		to			to			Investment
Value,					End of		Average			Average			Income
End of		Total			Period		Net			Net			to Average
Period		Return			(000’s)		Assets (a)			Assets (b)			Net Assets



$	1.00		0.06	%*	$	1,812,244		0.61	%**		0.21	%**		0.11	%**
$	1.00		0.14	%	$	2,826,419		0.62	%Ω		0.21	%Ω		0.14	%
$	1.00		1.53	%	$	2,507,708		0.64	%Ω		0.24	%Ω		1.45	%
$	1.00		3.96	%	$	2,380,397		0.64	%		0.21	%		3.82	%
$	1.00		5.27	%	$	1,687,392		0.64	%		0.21	%		5.14	%
$	1.00		4.30	%	$	1,263,609		0.65	%		0.21	%		4.25	%



$	1.00		0.02	%*	$	160,139		0.69	%**		0.29	%**†		0.03	%**
$	1.00		0.06	%	$	104,438		0.70	%Ω		0.29	%Ω†		0.06	%
$	1.00		1.45	%	$	117,441		0.72	%Ω		0.32	%Ω		1.48	%
$	1.00		3.87	%	$	110,410		0.73	%		0.29	%		3.47	%
$	1.00		5.19	%	$	59,901		0.72	%		0.28	%		5.07	%
$	1.00		4.22	%	$	35,579		0.73	%		0.29	%		4.16	%



$	1.00		0.01	%*	$	114,154		0.76	%**		0.31	%**†		0.01	%**
$	1.00		0.02	%	$	123,711		0.77	%Ω		0.33	%Ω†		0.03	%
$	1.00		1.38	%	$	165,806		0.79	%Ω		0.39	%Ω		1.32	%
$	1.00		3.80	%	$	121,489		0.79	%		0.36	%		3.66	%
$	1.00		5.12	%	$	87,627		0.79	%		0.35	%		5.00	%
$	1.00		4.15	%	$	98,263		0.81	%		0.36	%		4.21	%



$	1.00		0.01	%*	$	212,863		0.86	%**		0.31	%**†		0.01	%**
$	1.00		0.01	%	$	218,111		0.87	%Ω		0.34	%Ω†		0.01	%
$	1.00		1.28	%	$	317,382		0.89	%Ω		0.49	%Ω		1.26	%
$	1.00		3.70	%	$	311,528		0.89	%		0.46	%		3.60	%
$	1.00		5.01	%	$	230,909		0.89	%		0.45	%		4.90	%
$	1.00		4.04	%	$	160,782		0.91	%		0.46	%		4.18	%

See notes to financial highlights and notes to financial statements.

45

Fifth Third Funds

Financial Highlights, continued

(For a share of beneficial interest outstanding throughout each period)

						Net
						Realized and
	Net Asset					Unrealized			Less
	Value,		Net			Gains/			Distributions
	Beginning		Investment			(Losses) from			to
	of Period		Income			Investments			Shareholders

Institutional Government Money Market
Institutional Shares
Six months ended 1/31/11 ~	$	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	)
Year ended 7/31/07	$	1.00		0.05	Δ		—	^		(0.05	)
Year ended 7/31/06	$	1.00		0.04			—			(0.04	)

Institutional Government Money Market
Select Shares
Six months ended 1/31/11 ~	$	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	)
Year ended 7/31/07	$	1.00		0.05	Δ		—	^		(0.05	)
Year ended 7/31/06	$	1.00		0.04			—			(0.04	)

Institutional Government Money Market
Preferred Shares
Six months ended 1/31/11 ~	$	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	)
Year ended 7/31/07	$	1.00		0.05	Δ		—	^		(0.05	)
Year ended 7/31/06	$	1.00		0.04			—			(0.04	)

Institutional Government Money Market
Trust Shares
Six months ended 1/31/11 ~	$	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	)
Year ended 7/31/07	$	1.00		0.05	Δ		—	^		(0.05	)
Year ended 7/31/06	$	1.00		0.04			—			(0.04	)

See notes to financial highlights and notes to financial statements.

46

Fifth Third Funds

Financial Highlights, continued

(For a share of beneficial interest outstanding throughout each period)

					Ratios/Supplemental Data

							Ratios of			Ratios of			Ratios of
					Net		Expenses			Expenses			Net
Net Asset					Assets,		to			to			Investment
Value,					End of		Average			Average			Income
End of		Total			Period		Net			Net			to Average
Period		Return			(000’s)		Assets (a)			Assets (b)			Net Assets



$	1.00		0.03	%*	$	1,101,323		0.62	%**		0.21	%**†		0.05	%**
$	1.00		0.07	%	$	1,654,462		0.62	%Ω		0.21	%Ω†		0.08	%
$	1.00		1.06	%	$	2,058,233		0.63	%Ω		0.23	%Ω		0.86	%
$	1.00		3.66	%	$	780,910		0.64	%		0.21	%		3.33	%
$	1.00		5.21	%	$	487,057		0.66	%		0.21	%		5.08	%
$	1.00		4.23	%	$	304,332		0.66	%		0.21	%		4.24	%



$	1.00		0.01	%*	$	43,904		0.70	%**		0.25	%**†		0.01	%**
$	1.00		0.02	%	$	57,800		0.70	%Ω		0.26	%Ω†		0.03	%
$	1.00		0.98	%	$	113,374		0.71	%Ω		0.31	%Ω		0.84	%
$	1.00		3.58	%	$	43,793		0.72	%		0.29	%		2.99	%
$	1.00		5.13	%	$	13,983		0.74	%		0.29	%		5.00	%
$	1.00		4.14	%	$	6,337		0.75	%		0.29	%		4.22	%



$	1.00		0.01	%*	$	220,425		0.77	%**		0.25	%**†		0.01	%**
$	1.00		0.01	%	$	237,627		0.77	%Ω		0.28	%Ω†		0.02	%
$	1.00		0.90	%	$	376,800		0.78	%Ω		0.38	%Ω†		0.80	%
$	1.00		3.51	%	$	245,995		0.79	%		0.36	%		3.33	%
$	1.00		5.05	%	$	225,141		0.81	%		0.36	%		4.93	%
$	1.00		4.07	%	$	190,260		0.82	%		0.36	%		3.98	%



$	1.00		0.01	%*	$	123,835		0.87	%**		0.25	%**†		0.01	%**
$	1.00		0.01	%	$	132,086		0.87	%Ω		0.27	%Ω†		0.01	%
$	1.00		0.81	%	$	158,318		0.88	%Ω		0.47	%Ω†		0.83	%
$	1.00		3.41	%	$	219,872		0.89	%		0.46	%		3.17	%
$	1.00		4.95	%	$	128,682		0.91	%		0.46	%		4.83	%
$	1.00		3.97	%	$	96,003		0.92	%		0.46	%		3.85	%

See notes to financial highlights and notes to financial statements.

47

Fifth Third Funds

Financial Highlights, continued

(For a share of beneficial interest outstanding throughout each period)

						Net
						Realized and
	Net Asset					Unrealized			Less
	Value,		Net			Gains/			Distributions
	Beginning		Investment			(Losses) from			to
	of Period		Income			Investments			Shareholders

U.S. Treasury Money Market
Institutional Shares
Six months ended 1/31/11 ~	$	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	)
Year ended 7/31/07	$	1.00		0.05	Δ@		—	^		(0.05	)
Year ended 7/31/06	$	1.00		0.04			—	^		(0.04	)

U.S. Treasury Money Market
Select Shares
Six months ended 1/31/11 ~	$	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	)
Year ended 7/31/07	$	1.00		0.05	Δ@		—	^		(0.05	)
Year ended 7/31/06	$	1.00		0.04			—	^		(0.04	)

U.S. Treasury Money Market
Preferred Shares
Six months ended 1/31/11 ~	$	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	)
Year ended 7/31/07	$	1.00		0.05	Δ@		—	^		(0.05	)
Year ended 7/31/06	$	1.00		0.04			—	^		(0.04	)

U.S. Treasury Money Market
Trust Shares
Six months ended 1/31/11 ~	$	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	)
Year ended 7/31/07	$	1.00		0.05	Δ@		—	^		(0.05	)
Year ended 7/31/06	$	1.00		0.04			—	^		(0.04	)

See notes to financial highlights and notes to financial statements.

48

Fifth Third Funds

Financial Highlights, continued

(For a share of beneficial interest outstanding throughout each period)

					Ratios/Supplemental Data

							Ratios of			Ratios of			Ratios of
					Net		Expenses			Expenses			Net
Net Asset					Assets,		to			to			Investment
Value,					End of		Average			Average			Income
End of		Total			Period		Net			Net			to Average
Period		Return			(000’s)		Assets (a)			Assets (b)			Net Assets



$	1.00		0.02	%*	$	964,404		0.62	%**		0.21	%**†		0.02	%**
$	1.00		0.02	%	$	1,144,686		0.63	%Ω		0.20	%Ω†		0.02	%
$	1.00		0.53	%	$	1,305,329		0.65	%Ω		0.25	%Ω		0.50	%
$	1.00		3.21	%	$	1,217,028		0.63	%		0.21	%		2.78	%
$	1.00		5.15	%	$	420,260		0.65	%		0.21	%		5.02	%
$	1.00		4.13	%	$	386,757		0.65	%		0.21	%		4.11	%



$	1.00		0.01	%*	$	3,717		0.70	%**		0.22	%**†		0.01	%**
$	1.00		0.01	%	$	9,203		0.71	%Ω		0.21	%Ω†		0.02	%
$	1.00		0.46	%	$	24,743		0.73	%Ω		0.33	%Ω†		0.34	%
$	1.00		3.10	%	$	20,532		0.72	%		0.29	%		3.74	%
$	1.00		5.16	%	$	63,885		0.73	%		0.29	%		4.93	%
$	1.00		4.05	%	$	61,992		0.73	%		0.29	%		3.95	%



$	1.00		0.01	%*	$	238,767		0.77	%**		0.22	%**†		0.01	%**
$	1.00		0.01	%	$	188,149		0.78	%Ω		0.20	%Ω†		0.02	%
$	1.00		0.39	%	$	295,058		0.80	%Ω		0.39	%Ω†		0.42	%
$	1.00		3.06	%	$	480,906		0.79	%		0.36	%		3.01	%
$	1.00		4.99	%	$	472,893		0.80	%		0.36	%		4.87	%
$	1.00		3.98	%	$	625,196		0.80	%		0.36	%		3.85	%



$	1.00		0.01	%*	$	93,387		0.87	%**		0.22	%**†		0.01	%**
$	1.00		0.01	%	$	77,827		0.88	%Ω		0.20	%Ω†		0.02	%
$	1.00		0.33	%	$	96,197		0.90	%Ω		0.46	%Ω†		0.35	%
$	1.00		2.95	%	$	144,089		0.88	%		0.46	%		2.61	%
$	1.00		4.88	%	$	74,548		0.90	%		0.46	%		4.77	%
$	1.00		3.87	%	$	113,124		0.90	%		0.46	%		3.79	%

See notes to financial highlights and notes to financial statements.

49

Fifth Third Funds
Notes to Financial Highlights

(a)		Before waivers and reimbursements.
^(b)		Net of waivers and reimbursements.
~		Unaudited.
^		Amount is less than $0.005.
Δ		Average shares method used in calculation.
*		Not annualized.
**		Annualized.
@		During the year ended July 31, 2007, the Advisor paid money to certain Funds related to an SEC investigation on Citi (formerly BISYS Fund Services), a former service provider to the Funds. See Note 4 in Notes to Financial Statements for further information. Net Investment Income per share in these Financial Highlights includes the impact of this payment however the amount per share is less than $.005. The Funds distributed the income related to this payment after July 31, 2007. This payment into the Funds had no impact on total return for the year ended July 31, 2007.
Ω		Includes expense for the U.S. Department of the Treasury’s Temporary Guarantee Program for Money Market Funds. This expense is being borne by the Funds without regard to any expense limitation currently in effect.

		Year ended		Year ended
		7/31/2010		7/31/2009
	Prime Money Market	0.01	%	0.04	%
	Institutional Money Market	—	^	0.03	%
	Institutional Government Money Market	—	^	0.02	%
	U.S. Treasury Money Market	0.01	%	0.04	%

	^ Amount is less than 0.005%.

†	The Advisor waived additional expenses to maintain a competitive yield as follows:

		Period ended		Year ended		Year ended
		1/31/2011		7/31/2010		7/31/2009
	Prime Money Market
	Institutional Shares	0.24	%	0.17	%	—
	Class A Shares	0.49	%	0.42	%	0.02	%
	Class B Shares	1.24	%	1.15	%	0.29	%
	Class C Shares	1.24	%	1.10	%	0.27	%
	Institutional Money Market
	Select Shares	—	^	—	^	—
	Preferred Shares	0.05	%	0.03	%	—
	Trust Shares	0.15	%	0.12	%	—	^
	Institutional Government Money Market
	Institutional Shares	—	^	—	^	—
	Select Shares	0.04	%	0.03	%	—
	Preferred Shares	0.11	%	0.08	%	0.01	%
	Trust Shares	0.21	%	0.19	%	0.01	%
	U.S. Treasury Money Market
	Institutional Shares	—	^	0.02	%	—
	Select Shares	0.07	%	0.09	%	—	^
	Preferred Shares	0.14	%	0.17	%	0.01	%
	Trust Shares	0.24	%	0.27	%	0.04	%

	^ Amount is less than 0.005%.

#	During the six months ended January 31, 2011, the Advisor’s affiliate 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 period ended January 31, 2011.

See notes to financial statements.

Fifth Third Funds
Notes to Financial Statements
January 31, 2011 (Unaudited)

(1) Organization
Fifth Third Funds (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company established as a Massachusetts business trust. The Trust consists of twenty-four separate investment portfolios.

The accompanying financial statements and notes relate only to the following series of the Trust, each of which is diversified (individually a “Fund” and collectively the “Funds”).

Fund Name
Fifth Third Prime Money Market Fund (“Prime Money Market”)
Fifth Third Institutional Money Market Fund (“Institutional Money Market”)
Fifth Third Institutional Government Money Market Fund (“Institutional Government Money Market”)
Fifth Third U.S. Treasury Money Market Fund (“U.S. Treasury Money Market”)

Institutional Money Market, Institutional Government Money Market and U.S. Treasury Money Market have four classes of shares: Institutional, Select, Preferred and Trust shares. Prime Money Market has four classes of shares: Institutional, Class A, Class B and Class C shares. Prime Money Market’s Class B shares are closed for purchases as of this report date. Each class of shares for each Fund has identical rights and privileges except with respect to administrative services fees paid by Class C, Select, Preferred and Trust shares, distribution services fees paid by Class A, Class B, and Class C shares, voting rights on matters affecting a single class of shares, and the exchange privileges of each class of shares.

(2) Significant Accounting Policies

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

Fifth Third Funds
Notes to Financial Statements, continued
January 31, 2011 (Unaudited)

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 9.

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 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 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.

Federal Taxes — 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

Fifth Third Funds
Notes to Financial Statements, continued
January 31, 2011 (Unaudited)

income and net realized capital gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income or excise taxes has been made.

At January 31, 2011, the Funds have recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns.

The Funds file U.S. tax returns. While the statute of limitations remains open to examine the Funds’ U.S. tax returns filed for the fiscal years from 2007-2009, 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.

(3) Securities and Other Investments

Repurchase Agreements — The Funds may enter into repurchase agreements only with banks and other recognized financial institutions, such as broker/dealers, which are deemed by Fifth Third Asset Management, Inc. (“FTAM” or the “Advisor”) to be creditworthy. It is the policy of the Funds to require the custodian or sub-custodian bank to take possession or have legally segregated in the Federal Reserve Book Entry System, all securities segregated as collateral under repurchase agreement transactions. 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 .40% of each Fund’s average daily net assets. The Advisor may voluntarily choose to waive any portion of its

Fifth Third Funds
Notes to Financial Statements, continued
January 31, 2011 (Unaudited)

fee. The Advisor can modify or terminate the voluntary waiver at any time at its sole discretion.

For the six months ended January 31, 2011, the Advisor voluntarily waived the following fees:

Fund	Advisor Fee Waiver

Prime Money Market Fund	$	675,186
Institutional Money Market Fund	$	4,245,651
Institutional Government Money Market Fund	$	2,611,271
U.S. Treasury Money Market Fund	$	2,169,587

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 six months ended January 31, 2011, FTAM waived the following administration fees:

Fund	Administration Fee Waiver

Prime Money Market Fund	$	733,463
Institutional Money Market Fund	$	990,652
Institutional Government Money Market Fund	$	391,733
U.S. Treasury Money Market Fund	$	757,882

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

Fifth Third Funds
Notes to Financial Statements, continued
January 31, 2011 (Unaudited)

year exceed the specified expense limit for the Fund, the excess amount will be borne by FTAM. If the operating expenses are less than the specified expense limit for the Fund, FTAM shall be entitled to reimbursement of the fees waived or reduced to the extent that the operating expenses and the amount reimbursed do not exceed such expense limit for the Fund, under the period of the agreement (currently the period for the 12 months commencing November 26, 2010). 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, 2011. The Funds’ contractual class expense limitations and reimbursement recoverable as of this report date are as follows:

	Class Expense Limitations*

															Reimbursement
Fund	Institutional		A		B		C		Select		Preferred		Trust		Recoverable**

Prime Money Market	0.54	%	0.79	%	1.54	%	1.54	%	NA		NA		NA			$	163,934
Institutional Money Market	0.21	%	NA		NA		NA		0.29	%	0.36	%	0.46	%		$	1,897,165
Institutional Government Money Market	0.21	%	NA		NA		NA		0.29	%	0.36	%	0.46	%		$	1,186,081
U.S. Treasury Money Market	0.21	%	NA		NA		NA		0.29	%	0.36	%	0.46	%		$	1,036,695

*		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, 2010 through January 31, 2011.

The dollar amounts of the other contractual expense reimbursements, excluding accounting and administration waivers discussed separately in this Note, were $76,922 for Prime Money Market, $484,999 for Institutional Money Market, $575,057 for Institutional Government Money Market and $80,044 for U.S. Treasury Money Market for the six months ended January 31, 2011.

Fifth Third Funds
Notes to Financial Statements, continued
January 31, 2011 (Unaudited)

Accounting Fee		Fund Average Daily Net Assets

0.020	%	Up to $500 million
0.015	%	In excess of $500 million up to $1 billion
0.010	%	In excess of $1 billion

In addition, a $10,000 annual flat per class, per fund fee applies beyond the initial class of shares.

Distribution and/or Servicing Fees, Waivers — The Trust has adopted a Distribution Plan (the “Plan”) pursuant to Rule 12b-1 under the Act. FTAM Funds Distributor, Inc. is the Trust’s distributor/principal underwriter (the “Distributor”). Under the terms of the Plan, the Prime Money Market Fund 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 the Fund 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 $621,771 in Prime Money Market during the period.

In addition, the Distributor earned contingent deferred sales commissions (CDSC) on certain redemptions of Class A, B and C shares (all of which is paid to the finance agent who financed advance commissions, as applicable, on sales of these shares). FTAM is the Class A and C advance commission finance agent. For the six months ended January 31, 2011, FTAM earned $7,413 in CDSC fees for the Trust. Affiliates of FTAM earned reallowed 12b-1 distribution/servicing fees as well as administrative

Fifth Third Funds
Notes to Financial Statements, continued
January 31, 2011 (Unaudited)

servicing fees (see below) of $655,153 from the Trust for the period ended as of the report date.

Administrative Servicing Fee — The Trust has a Shareholder Servicing Plan with the Distributor with respect to Class C, Select, Preferred and Trust shares. Under the Agreement, certain administrative services, including those relating to the maintenance of shareholder accounts were provided to these shareholders during the year. The Distributor, as well as other financial institutions (which may include affiliates of the Advisor) receives fees computed at annual rates up to those shown below, based on average daily net assets of the respective classes.

Class	Administrative Servicing Fee

Class C	0.25	%
Select	0.08	%
Preferred	0.15	%
Trust	0.25	%

The Distributor may voluntarily choose to waive and/or reimburse a portion of its fee. The Distributor can modify or terminate this voluntary wavier/reimbursement at any time at its sole discretion.

For the six months ended January 31, 2011, the Distributor waived the following administrative servicing fees:

Fund	Administrative Servicing Fee Waiver

Prime Money Market Fund	$	273
Institutional Money Market Fund	$	188,780
Institutional Government Money Market Fund	$	294,855
U.S. Treasury Money Market Fund	$	268,916

Transfer and Dividend Disbursing Agent — Pursuant to a Services Agreement with the Trust dated May 14, 2007, FTAM provides certain services on behalf of the Trust. Under this agreement, FTAM’s fees are paid monthly and are accrued daily based upon each Fund of the Trust’s relative average daily net assets, at the aggregate annual amount of $370,000. FTAM earned $186,522 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.

Fifth Third Funds
Notes to Financial Statements, continued
January 31, 2011 (Unaudited)

The Trust reimbursed FTAM for fees paid to a third party in connection with the negotiation of a new custody agreement. For the six months ended January 31, 2011, the fees were $15,668. The fees were allocated to each Fund based on actual expenses incurred by the Fund.

Payments by Affiliates — Citi (formerly BISYS Fund Services, Inc. (“Citi”)), which formerly provided various services to the Trust, reached a settlement and entered into an order (the “Order”) with the Securities and Exchange Commission (“SEC”) regarding the SEC’s investigation of Citi’s past payment of certain marketing and other expenses with respect to certain of its mutual fund clients. Neither the Trust nor FTAM was a party to the Order, nor is the Trust or FTAM bound by the Order or its findings. It is unclear the extent to which the Trust, FTAM and certain of its former service providers are or may be affected by the SEC’s investigation of BISYS or by the Order. In response to the SEC’s inquiries related to this matter, including those of the Trust’s former service arrangements with Citi, FTAM made a one time contribution of money to certain Funds of the Trust during the year ended July 31, 2007. The affected Funds and the amounts paid to such Funds were determined based on various factors such as certain Fund expenses during 1999 through 2001 as well as the applicable Funds’ net assets during this time period. The amount credited to each class of the applicable Funds was determined according to the relative net assets of such classes on the date the amounts were recognized. The amounts were allocated among the components of net assets for the fiscal year ended July 31, 2007 for each applicable Fund based upon its character for federal income tax purposes. The total returns for the year ended July 31, 2007 for each class of the applicable Funds would not have changed had the payments not been made; see the Notes to Financial Highlights.

In July 2010, certain funds received a one time payment from the BISYS Fair Fund (a fund established pursuant to a settlement between the SEC and BISYS Fund Services, Inc. that requires, among other things, a distribution of settlement monies from the fair fund to benefit affected mutual funds). The impact of these payments is not reflected in the net expense ratios in the Financial Highlights. The impact to the net expense ratios and total return was not significant.

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

Fifth Third Funds
Notes to Financial Statements, continued
January 31, 2011 (Unaudited)

contribution and no repayment or future consideration is expected. The amount is reflected in the Statement of Operations as a Payment by Affiliate.

(5) Line of Credit

As of February 1, 2008, the Funds have an uncommitted, unsecured line of credit facility with State Street. Under the terms of the agreement, which is renewable annually, the Funds may borrow up to $100 million in the aggregate. The purpose of the facility generally is to borrow funds if necessary to meet temporary or emergency cash needs, including to fund redemption requests that might otherwise require the untimely disposition of securities. Borrowings may not exceed 33 1/3% of a Fund’s net assets and must be repaid within 60 days. Drawn loans will be priced at a bid rate, though, in any event, not less than a fixed rate plus a spread determined by State Street. There were no borrowings against the line of credit during the six months ended January 31, 2011.

(6) Federal Tax Information

The tax character of distributions paid during the fiscal years ended July 31, 2010 and 2009 was as follows:

	Ordinary Income Distributions

	July 31, 2010		July 31, 2009

Prime Money Market	$	169,310	$	17,667,954
Institutional Money Market		3,752,934		41,382,111
Institutional Government Money Market		1,296,744		19,716,207
U.S. Treasury Money Market		251,187		10,633,988

As of July 31, 2010, the components of accumulated earnings/(deficit) on a tax basis were as follows:

						Total
			Accumulated			Accumulated
	Undistributed		Capital and			Earnings/
	Ordinary Income		Other Losses			(Deficit)

Prime Money Market	$	137,676	$	(1,290,566	)	$	(1,152,890	)
Institutional Money Market		42,814		(2,643,100	)		(2,600,286	)
Institutional Government Money Market		33,561		(17,488	)		16,073
U.S. Treasury Money Market		46,791		—			46,791

Fifth Third Funds
Notes to Financial Statements, continued
January 31, 2011 (Unaudited)

As of July 31, 2010, 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		Total

Prime Money Market	$	92,314	$	—	$	—	$	100,645	$	9,872	$	202,831
Institutional Money Market		696		—		—		81,732		25,057		107,485
Institutional Government Money Market		—		—		—		—		16,755		16,755

Net capital losses incurred after October 31, and within the taxable year, are deemed to arise on the first business day of the Fund’s next taxable year. For the year ended July 31, 2010, the following Funds deferred to August 1, 2010 post October capital losses of:

	Capital Losses

Prime Money Market	$	1,089,984
Institutional Money Market		2,535,558

(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) 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

Fifth Third Funds
Notes to Financial Statements, continued
January 31, 2011 (Unaudited)

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.

(9) 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,

Fifth Third Funds
Notes to Financial Statements, continued
January 31, 2011 (Unaudited)

The Funds’ policy is to recognize transfers between levels at the end of the reporting period.

(10) Fair Value Measurements

A description of the valuation techniques applied to the Funds’ major categories of assets and liabilities measured at fair value on a recurring basis follows.

Short term notes — Investments of the Funds are valued at amortized cost, which approximates market value. Under the amortized cost method, to the extent the inputs are observable and timely, the values would be categorized in level 2 of the fair value hierarchy.

Open-end investment companies — Investments are valued at net asset value as reported by such investment companies and are categorized as level 1.

The following is a summary of the fair value hierarchy according to the inputs used as of January 31, 2011 in valuing the Funds’ assets and liabilities:

	Fair Value Measurement at 1/31/2011 using

	Quoted Prices
	in Active		Significant
	Markets for		Other		Significant
	Identical		Observable		Unobservable
	Investments		Inputs		Inputs		Value at
	(Level 1)		(Level 2)		(Level 3)		1/31/11

Prime Money Market

Assets
Corporate Bonds	$	—	$	106,538,279	$	—	$	106,538,279
Municipal Bonds		—		39,064,973		—		39,064,973
U.S. Government Agencies		—		69,985,650		—		69,985,650
Certificates of Deposit		—		57,000,000		—		57,000,000
Commercial Paper		—		173,678,334		—		173,678,334
Demand Notes		—		40,584,000		—		40,584,000
Municipal Demand Notes		—		323,374,823		—		323,374,823
Money Markets		11,611,230		—				11,611,230
Repurchase Agreements		—		95,895,000		—		95,895,000

Total	$	11,611,230	$	906,121,059	$	—	$	917,732,289

Fifth Third Funds
Notes to Financial Statements, continued
January 31, 2011 (Unaudited)

	Fair Value Measurement at 1/31/2011 using

	Quoted Prices
	in Active		Significant
	Markets for		Other		Significant
	Identical		Observable		Unobservable
	Investments		Inputs		Inputs		Value at
	(Level 1)		(Level 2)		(Level 3)		1/31/11

Institutional Money Market

Assets
Corporate Bonds	$	—	$	263,870,319	$	—	$	263,870,319
Mortgage-Backed Securities		—		7,262,758		—		7,262,758
Municipal Bonds		—		62,502,863		—		62,502,863
U.S. Government Agencies		—		144,014,204		—		144,014,204
Certificates of Deposit		—		163,000,000		—		163,000,000
Commercial Paper		—		513,539,298		—		513,539,298
Demand Notes		—		81,315,000		—		81,315,000
Municipal Demand Notes		—		872,496,000		—		872,496,000
Money Markets		17,445,951		—		—		17,445,951
Repurchase Agreements		—		170,424,000		—		170,424,000

Total	$	17,445,951	$	2,278,424,442	$	—	$	2,295,870,393

Institutional Government Money Market

Assets
Corporate Bonds	$	—	$	92,775,344	$	—	$	92,775,344
Mortgage-Backed Securities		—		68,401,008		—		68,401,008
U.S. Government Agencies		—		879,523,140		—		879,523,140
Money Markets		410,930		—		—		410,930
Repurchase Agreements		—		446,144,000		—		446,144,000

Total	$	410,930	$	1,486,843,492	$	—	$	1,487,254,422

U.S. Treasury Money Market

Assets
Corporate Bonds	$	—	$	90,235,027	$	—	$	90,235,027
U.S. Government Agencies		—		30,000,000		—		30,000,000
U.S. Treasury Bills		—		49,991,362		—		49,991,362
U.S. Treasury Notes		—		286,528,636		—		286,528,636
Money Markets		1,282,520		—		—		1,282,520
Repurchase Agreements		—		841,065,000		—		841,065,000

Total	$	1,282,520	$	1,297,820,025	$	—	$	1,299,102,545

There were no transfers between level 1 and level 2 during the period. The Funds did not have level 3 holdings at the beginning or end of the period ended January 31, 2011.

Fifth Third Funds
Notes to Financial Statements, continued
January 31, 2011 (Unaudited)

(11) Other Tax Information

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. Additional information regarding the impact of the Act, if any, will be contained within the relevant sections of the notes to the financial statements for the fiscal year ending July 31, 2011.

(12) Subsequent Events

Management has evaluated the possibility of subsequent events and has determined that there are no additional events that would require adjustment to or additional disclosure in the Funds’ financial statements.

Fifth Third Funds
Supplemental Information (Unaudited)

EXPENSE EXAMPLE

As a shareholder of the Fifth Third Funds, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases, reinvested dividends, or other distributions; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution and/or service 12b-1 fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fifth Third Funds and to compare these costs with the ongoing costs of investing in other mutual funds.

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from August 1, 2010 through January 31, 2011.

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) and voluntary waivers.

Fifth Third Funds
Supplemental Information (Unaudited), continued

						Expense		Expense
						Paid		Ratio
		Beginning		Ending		During		During
		Account		Account		Period*		Period
		Value		Value		8/1/10 -		8/1/10 -
		8/1/10		1/31/11		1/31/11		1/31/11

Prime Money Market	InstitutionalShares	$	1,000.00	$	1,000.20	$	1.51	0.30	%
	Class A Shares		1,000.00		1,000.20		1.51	0.30	%
	Class B Shares		1,000.00		1,000.20		1.51	0.30	%
	Class C Shares		1,000.00		1,000.20		1.51	0.30	%

Institutional Money Market	Institutional Shares		1,000.00		1,000.60		1.06	0.21	%
	Select Shares		1,000.00		1,000.20		1.46	0.29	%
	Preferred Shares		1,000.00		1,000.10		1.56	0.31	%
	Trust Shares		1,000.00		1,000.10		1.56	0.31	%

Institutional Government Money Market	Institutional Shares		1,000.00		1,000.30		1.06	0.21	%
	Select Shares		1,000.00		1,000.10		1.26	0.25	%
	Preferred Shares		1,000.00		1,000.10		1.26	0.25	%
	Trust Shares		1,000.00		1,000.10		1.26	0.25	%

U.S. Treasury Money Market	Institutional Shares		1,000.00		1,000.20		1.06	0.21	%
	Select Shares		1,000.00		1,000.10		1.11	0.22	%
	Preferred Shares		1,000.00		1,000.10		1.11	0.22	%
	Trust Shares		1,000.00		1,000.10		1.11	0.22	%


*		Expenses are equal to the average account value times the Fund’s annualized expense ratio multiplied by the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year.

Fifth Third Funds
Supplemental Information (Unaudited), continued

Hypothetical Example for Comparison Purposes

The 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) and voluntary waivers

Fifth Third Funds
Supplemental Information (Unaudited), continued

						Expense		Expense
						Paid		Ratio
		Beginning		Ending		During		During
		Account		Account		Period*		Period
		Value		Value		8/1/10 -		8/1/10 -
		8/1/10		1/31/11		1/31/11		1/31/11

Prime Money Market	Institutional Shares	$	1,000.00	$	1,023.69	$	1.53	0.30	%
	Class A Shares		1,000.00		1,023.69		1.53	0.30	%
	Class B Shares		1,000.00		1,023.69		1.53	0.30	%
	Class C Shares		1,000.00		1,023.69		1.53	0.30	%

Institutional Money Market	Institutional Shares		1,000.00		1,024.15		1.07	0.21	%
	Select Shares		1,000.00		1,023.74		1.48	0.29	%
	Preferred Shares		1,000.00		1,023.64		1.58	0.31	%
	Trust Shares		1,000.00		1,023.64		1.58	0.31	%

Institutional Government Money Market	Institutional Shares		1,000.00		1,024.15		1.07	0.21	%
	Select Shares		1,000.00		1,023.95		1.28	0.25	%
	Preferred Shares		1,000.00		1,023.95		1.28	0.25	%
	Trust Shares		1,000.00		1,023.95		1.28	0.25	%

U.S. Treasury Money Market	Institutional Shares		1,000.00		1,024.15		1.07	0.21	%
	Select Shares		1,000.00		1,024.10		1.12	0.22	%
	Preferred Shares		1,000.00		1,024.10		1.12	0.22	%
	Trust Shares		1,000.00		1,024.10		1.12	0.22	%


*		Expenses are equal to the average account value times the Fund’s annualized expense ratio multiplied by the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year.

Fifth Third Funds
Supplemental Information (Unaudited)

Approval of the Management Agreement

The Board of Trustees, including all of the trustees who are not “interested persons” of the Trust (the “Independent Trustees”), at a meeting held on September 29-30, 2010, approved the continuance of the Trust’s investment advisory agreement with Fifth Third Asset Management, Inc. (“FTAM” or the “Adviser”) with respect to the Funds. The above-referenced agreement is the “Advisory Agreement”; the action considered was the “Continuance” of the Advisory Agreement.

The Independent Trustees began their process of reviewing information, which they had previously requested, and considering the Continuance at the Board’s September 1, 2010 meeting. The Independent Trustees were assisted in their review by independent legal counsel, who provided a memorandum detailing the legal standards for review of the Advisory Agreement. The Independent Trustees deliberated outside the presence of management and the Adviser. After this review of the information received, the Independent Trustees presented their findings and recommendations to the full Board.

The Trustees reviewed extensive material in connection with their consideration of the Continuance, including data compiled by Lipper, Inc. (“Lipper”), an independent source of mutual fund data, which included comparisons with industry averages for comparable funds for advisory fees, Rule 12b-1 fees, administration fees, transfer agency fees, and total fund expenses. The data reflected FTAM’s fee waivers in place, as well as FTAM’s contractual advisory fees. FTAM also provided the Board with the results of a three-pronged performance and expense test developed by FTAM. The Board received reports from FTAM’s Chief Investment Officer with respect to brokerage practices, best execution, fund performance, and expense trends. The Board reviewed the benefits realized by FTAM (and its affiliates) from its relationship with the Funds. The Board received a detailed presentation by FTAM, which included a fund-by-fund analysis of performance and profitability.

In their deliberations, each Trustee attributed different weights to various factors involved in an analysis of the Continuance, and no factor alone was considered determinative. The Trustees determined that the overall arrangements between the Trust and the Adviser, as provided in the Advisory Agreement, were fair and reasonable, and that the Continuance of the Advisory Agreement, was in the best interests of each Fund.

Fifth Third Funds
Supplemental Information (Unaudited), continued

The matters addressed below were considered and discussed by the Trustees in reaching their conclusions.

Nature, Extent, and Quality of Services Provided by the Adviser

The Trustees received and considered information regarding the nature, extent, and quality of services provided to each Fund under the Advisory Agreement. The Trustees took into account information furnished throughout the year at Trustee meetings, as well as materials furnished specifically in connection with the annual review process. The Trustees considered the background and experience of the Adviser’s senior management and the expertise of investment personnel of the Adviser responsible for the day-to-day management of each Fund. The Trustees considered the overall reputation, the capabilities and commitment of the Adviser to provide high-quality service to the Trust, and the Trustees’ overall confidence in the Adviser’s integrity.

The Trustees received information concerning the investment philosophy and investment processes applied by the Adviser in managing the Funds. The Trustees generally considered information regarding regulatory compliance and compliance with the investment policies of the Funds. The Trustees evaluated the trading practices of the Adviser. The Trustees also evaluated the procedures of the Adviser designed to fulfill the Adviser’s fiduciary duty to the Funds with respect to possible conflicts of interest, including the Adviser’s codes of ethics (regulating the personal trading of its officers and employees).

Based on their review, the Trustees concluded that, with respect to the quality and nature of services provided by the Adviser, the scope of responsibilities was consistent with mutual fund industry norms, and that the quality of services was satisfactory.

Investment Performance

The Trustees considered performance results of each Fund in absolute terms and relative to each Fund’s benchmark and Lipper peer universe. In the Trustees’ review of performance, long- and short-term performance were considered.

Fifth Third Prime Money Market Fund. The Trustees noted that the Fund was in the third, second and second quintiles of its Lipper peer universe (with the first quintile being the best performers and the fifth quintile being the worst performers) on a one-, three-, and five-year basis, respectively.

Fifth Third Funds
Supplemental Information (Unaudited), continued

Fifth Third Institutional Money Market Fund and the Fifth Third Institutional Government Money Market Fund. The Trustees noted that the Funds were in the first quintile of their Lipper peer universe on a one-, three-, and five-year basis.

Fifth Third U.S. Treasury Money Market Fund. The Trustees noted that the Fund was in the second, first and first quintiles of its Lipper peer universe on a one-, three-, and five-year basis, respectively.

After reviewing the performance of each Fund, and taking into consideration the management style, investment strategies, and prevailing market conditions during the prior year and for longer periods, the Trustees concluded that the performance of each of the Funds was acceptable or better.

Cost of Services, Including the Profits Realized by the Adviser and Affiliates

The Trustees considered peer group comparable information with respect to the advisory fees charged by FTAM to each of the Funds, taking into consideration both contractual and actual (i.e., after waiver) fee levels. The Trustees concluded that the investment advisory fees fell within an acceptable range as compared to peer groups, particularly in light of the fee waivers and/or expense limitations that were proposed or that would be continued in the upcoming year. The Trustees also compared the advisory fees to the fees charged by the Adviser to other accounts with similar investment goals as the Funds. The Trustees noted that, although FTAM manages other accounts with investment goals similar to those of the Funds, the fees payable to FTAM for managing those accounts are generally lower than the fees charged to the Funds due to increased regulatory and compliance requirements applicable to the Funds and the increased portfolio management necessary to address daily shareholder transaction activity.

The Trustees also considered the reasonableness of advisory fees and, where relevant, the profitability of the Adviser. In determining whether all investment advisory fees were reasonable, the Trustees reviewed profitability information provided by FTAM with respect to investment advisory, administration, accounting, and transfer agency services provided to the Funds. With respect to such information, the Trustees recognized that such profitability data was generally unaudited and represented FTAM’s own determination of its and its affiliates’ revenues

Fifth Third Funds
Supplemental Information (Unaudited), continued

from the contractual services provided to the Funds, less expenses of providing such services. Expenses include direct and indirect costs and were calculated using an allocation methodology developed by the Adviser. The Trustees also recognized that it is difficult to make comparisons of profitability from investment advisory contracts, because comparative information is not generally publicly available and could be affected by numerous factors. Based on their review, the Trustees concluded that the profitability to FTAM, as a result of its relationship with the Funds, was acceptable. The Board concluded that the fees under the Advisory Agreement were not unreasonable in light of the services and benefits provided to each Fund of the Trust.

Expenses

The Trustees reviewed information on each Fund’s actual net expense ratio as provide by Lipper and the proposed net expense ratio (taking into account fee waivers and/or expense limitations to go into effect from November 27, 2010 to November 26, 2011).

Fifth Third Prime Money Market Fund. The Trustees noted that the Fund’s actual net and proposed net expense ratios were in the fifth quintile of its Lipper peer group (the first quintile being the lowest expenses and the fifth quintile being the highest expenses), but that the peer group included a number of Funds that did not have Rule 12b-1 or similar fees (or had lower 12b-1 fees than the Fund).

Fifth Third Institutional Money Market Fund. The Trustees noted that the Fund’s actual net expense ratio was in the third quintile of its Lipper peer group, but that its proposed net expense ratio was in the second quintile of its Lipper peer group.

Fifth Third Institutional Government Money Market Fund. The Trustees noted that the Fund’s actual net expense ratio was in the fourth quintile of its Lipper peer group, but that its proposed net expense ratio was in the third quintile of its Lipper peer group.

Fifth Third U.S. Treasury Money Market Fund. The Trustees noted that the Fund’s actual net expense ratio was in the fifth quintile of its Lipper peer group, but that its proposed net expense ratio was in the third quintile of its Lipper peer group.

After reviewing the expenses of each Fund, and taking into consideration the Adviser’s fee waivers and/or expense limitations, the Trustees concluded that the expenses of each Fund were acceptable.

Fifth Third Funds
Supplemental Information (Unaudited), continued

Economies of Scale

The Trustees also considered whether fee levels reflect economies of scale and whether economies of scale would be produced by the growth of the Trust’s assets. The Trustees found that the Adviser had reduced Fund total expense ratios through fee waivers and/or expense limitations. The Trustees noted recent decreases in asset levels on a complex-wide basis. The Trustees found that the asset levels of the Trust were not currently so large as to warrant formal contractual breakpoints (except with respect to the Fifth Third International Equity Fund, for which contractual breakpoints were in place) and found that the expense limitations and/or fee waivers were a reasonable way to provide the benefits of economies of scale to shareholders at this time.

Other Benefits to FTAM and Affiliates

The Trustees also considered benefits derived by FTAM from its relationship with the Funds, including the other services provided and fees received by FTAM and its affiliates for providing such services, and concluded for each Fund that the direct and indirect benefits accruing to FTAM were reasonable in comparison with the costs of providing advisory services, the advisory fee charged to each Fund, FTAM’s commitment to waive fees and/or limit expenses, and the benefits to each Fund.

This page intentionally left blank.

Addresses


Fifth Third Funds		Fifth Third Funds
		38 Fountain Square Plaza
		Cincinnati, Ohio 45202



Investment Advisor,		Fifth Third Asset Management, Inc.
Administrator and Accountant		38 Fountain Square Plaza
		Cincinnati, Ohio 45202



Distributor		FTAM Funds Distributor, Inc.
		1290 Broadway, Suite 1100
		Denver, Colorado 80203




Custodian, Sub-Accountant		State Street Bank and Trust Company
and Sub-Administrator		801 Pennsylvania Avenue
		Kansas City, Missouri 64105




Transfer and Dividend		Boston Financial Data Services, Inc.
Disbursing Agent		30 Dan Road
		Canton, Massachusetts 02021




Independent Registered		PricewaterhouseCoopers LLP
Public Accounting Firm		1100 Walnut, Suite 1300
		Kansas City, Missouri 64106

Item 2. Code of Ethics.

Not applicable - only for annual reports.

Item 3. Audit Committee Financial Expert.

Not applicable - only for annual reports.

Item 4. Principal Accountant Fees and Services.

Not applicable - only for annual reports.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Investments.

(a) Schedule of Investments is included as part of the Semi-Annual report in Item 1.

(b) Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable to this registrant.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable to this registrant.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable to this registrant.

Item 10. Submission of Matters to a Vote of Security Holders.

Not applicable.

Item 11. Controls and Procedures.

(a) The registrant’s Principal Executive Officer and Principal Financial Officer have concluded as of a date within 90 days of the filing of this report, based on their evaluation of the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”), that the design and operation of such procedures are effective to provide reasonable assurance that information required to be disclosed by the registrant on Form N-CSR is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms.

(b) There was no change in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the registrant’s second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Exhibits.


(a)(1)		Not applicable - only for annual reports.

(a)(2)		The certifications required by Rule 30a-2(a) of the 1940 Act are attached hereto.

(a)(3)		Not applicable.

(b)		The certifications required by Rule 30a-2(b) of the 1940 Act and Section 906 of the Sarbanes- Oxley Act of 2002 are attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

FIFTH THIRD FUNDS

/s/ E. Keith Wirtz
E. Keith Wirtz
President

Date: March 25, 2011

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: March 25, 2011

/s/ Shannon King
Shannon King
Treasurer
(Principal Financial and Accounting Officer)

Date: March 25, 2011