As filed with the Securities and Exchange Commission on July 8, 2010

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  811-07959

Advisors Series Trust

(Exact name of registrant as specified in charter)

615 East Michigan Street

Milwaukee, WI 53202

(Address of principal executive offices) (Zip code)

Douglas G. Hess, President

Advisors Series Trust

c/o U.S. Bancorp Fund Services, LLC

615 East Michigan Street

Milwaukee, WI 53202

(Name and address of agent for service)

(414) 765-6609

Registrant's telephone number, including area code

Date of fiscal year end: October 31, 2010

Date of reporting period:  April 30, 2010

Item 1. Reports to Stockholders.

Domestic	ActivePassive Large Cap Growth Fund
Equity	ActivePassive Large Cap Value Fund
Funds	ActivePassive Small/Mid Cap Growth Fund
	ActivePassive Small/Mid Cap Value Fund
International	ActivePassive International Equity Fund
Funds	ActivePassive Emerging Markets Equity Fund
	ActivePassive Global Bond Fund
Domestic	ActivePassive Intermediate Taxable Bond Fund
Bond	ActivePassive Intermediate Municipal Bond Fund
Funds
	(each, a “Fund” together, the “Funds”)

Each a series of

Advisors Series Trust

Semi-Annual Report

April 30, 2010

ActivePassive Funds

EXPENSE EXAMPLE

April 30, 2010 (Unaudited)

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs including exchange fees; and (2) ongoing costs, including management fees; distribution and/or service (12b-1); and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund 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 indicated and held for the entire period from November 1, 2009 to April 30, 2010.

Actual Expenses

The information in the table under the heading “Actual” provides information about actual account values and actual expenses. You may use the information in these columns 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 row entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.  There are some account fees that are charged to certain types of accounts, such as Individual Retirement Accounts (generally, a $15 fee is charged to the account annually) that would increase the amount of expenses paid on your account.  The example below does not include portfolio trading commissions and related expenses, interest expense or dividends on short position taken by the Fund and other extraordinary expenses as determined under generally accepted accounting principles.

Hypothetical Example for Comparison Purposes

The information in the table under the heading “Hypothetical (5% return before expenses)” provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and 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 use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the information under the heading “Hypothetical (5% return before expenses)” 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.

3

ActivePassive Funds

EXPENSE EXAMPLE (Continued)

April 30, 2010 (Unaudited)

	Beginning	Ending	Expenses Paid
	Account Value	Account Value	During Period(1)
	11/01/09	4/30/10	11/01/09 – 4/30/10
Actual – Class A(1)
Large Cap Growth Fund	$1,000.00	$1,162.00	$6.97
Large Cap Value Fund	$1,000.00	$1,140.30	$6.37
Small/Mid Cap Growth Fund	$1,000.00	$1,258.00	$8.40
Small/Mid Cap Value Fund	$1,000.00	$1,207.90	$7.66
International Equity Fund	$1,000.00	$1,048.40	$6.60
Emerging Markets
Equity Fund	$1,000.00	$1,109.60	$8.37
Global Bond Fund	$1,000.00	$   996.20	$5.94
Intermediate Taxable
Bond Fund	$1,000.00	$1,016.20	$5.00
Intermediate Municipal
Bond Fund	$1,000.00	$1,030.00	$5.03
Hypothetical (5.0% return
before expenses) – Class A
Large Cap Growth Fund	$1,000.00	$1,018.35	$6.51
Large Cap Value Fund	$1,000.00	$1,018.84	$6.01
Small/Mid Cap Growth Fund	$1,000.00	$1,017.36	$7.50
Small/Mid Cap Value Fund	$1,000.00	$1,017.85	$7.00
International Equity Fund	$1,000.00	$1,018.35	$6.51
Emerging Markets
Equity Fund	$1,000.00	$1,016.86	$8.00
Global Bond Fund	$1,000.00	$1,018.84	$6.01
Intermediate Taxable
Bond Fund	$1,000.00	$1,019.84	$5.01
Intermediate Municipal
Bond Fund	$1,000.00	$1,019.84	$5.01

(1) Expenses are equal to the Class A fund shares’ annualized expense ratios of 1.30% for Large Cap Growth Fund, 1.20% for Large Cap Value Fund, 1.50% for Small/Mid Cap Growth Fund, 1.40% for Small/Mid Cap Value Fund, 1.30% for International Equity Fund, 1.60% for Emerging Markets Equity Fund, 1.20% for Global Bond Fund, 1.00% for Intermediate Taxable Bond Fund, 1.00% for Intermediate Municipal Bond Fund multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). The Funds’ ending account value is based on its actual total return of 16.20% for Large Cap Growth Fund, 14.03% for Large Cap Value Fund, 25.80% for Small/Mid Cap Growth Fund, 20.79% for Small/Mid Cap Value Fund, 4.84% for International Equity Fund, 10.96% for Emerging Markets Equity Fund, (0.38%) for Global Bond Fund, 1.62% for Intermediate Taxable Bond Fund, 3.00% for Intermediate Municipal Bond Fund for the six month period of operations from November 1, 2009 to April 30, 2010.

4

ActivePassive Funds

PORTFOLIO ALLOCATIONS

April 30, 2010 (Unaudited)

ActivePassive Large Cap Growth Fund

	TOP TEN HOLDINGS	% net assets
	Vanguard Growth ETF	51.14%
	Apple, Inc.	2.39%
	Johnson Controls, Inc.	2.05%
	Amazon.com, Inc.	1.92%
	BorgWarner, Inc.	1.84%
	EOG Resources, Inc.	1.80%
	Wells Fargo & Co.	1.80%
	Emerson Electric Co.	1.80%
	Cisco Systems Inc.	1.80%
	Expeditors International
	of Washington, Inc.	1.63%

ActivePassive Large Cap Value Fund

	TOP TEN HOLDINGS	% net assets
	Vanguard Value ETF	55.80%
	Apache Corp.	2.00%
	Chevron Corp.	1.87%
	Bank of America Corp.	1.80%
	JPMorgan Chase & Co.	1.62%
	The Procter & Gamble Co.	1.45%
	General Electric Co.	1.44%
	Transocean Ltd.	1.41%
	Intel Corp.	1.39%
	ConocoPhillips	1.37%

The portfolio’s holdings and allocations are subject to change. The percentages are of total net assets and as of April 30, 2010.

5

ActivePassive Funds

PORTFOLIO ALLOCATIONS (Continued)

April 30, 2010 (Unaudited)

ActivePassive Small/Mid Cap Growth Fund

	TOP TEN HOLDINGS	% net assets
	iShares Russell 2000
	Growth Index Fund	27.85%
	iShares Russell Midcap
	Growth Index Fund	7.45%
	Thoratec Corp.	2.10%
	Genesco Inc.	1.93%
	Cash America
	International, Inc.	1.82%
	Lufkin Industries, Inc.	1.78%
	Rovi Corp.	1.60%
	Bally Technologies Inc.	1.34%
	Varian Semiconductor
	Equipment Associates, Inc.	1.31%
	BJ’s Restaurants Inc.	1.27%

ActivePassive Small/Mid Cap Value Fund

	TOP TEN HOLDINGS	% net assets
	iShares Russell 2000 Value
	Index Fund	31.44%
	iShares Russell Midcap
	Value Index Fund	9.30%
	McDermott International, Inc.	2.68%
	Aegean Marine Petroleum
	Network Inc.	2.47%
	EZCORP, Inc.	2.20%
	LTC Properties, Inc.	1.97%
	OMEGA Healthcare
	Investors, Inc.	1.95%
	Swift Energy Co.	1.88%
	Superior Energy Services, Inc.	1.88%
	CMS Energy Corp.	1.87%

The portfolio’s holdings and allocations are subject to change. The percentages are of total net assets and as of April 30, 2010.

6

ActivePassive Funds

PORTFOLIO ALLOCATIONS (Continued)

April 30, 2010 (Unaudited)

ActivePassive International Equity Fund

	TOP TEN HOLDINGS	% net assets
	Fidelity Spartan International
	Index Fund	41.83%
	Teva Pharmaceutical
	Industries Ltd.	1.59%
	Roche Holding AG	1.37%
	Reckitt Benckiser Group PLC	1.21%
	Nestle SA	1.09%
	America Movil SAB de C.V.	1.07%
	Imperial Tobacco Group PLC	1.06%
	Shire PLC	1.05%
	BHP Billiton Ltd.	1.02%
	Anheuser-Busch InBev NV	1.00%

ActivePassive Emerging Markets Equity Fund

	TOP TEN HOLDINGS	% net assets
	Vanguard Emerging
	Markets ETF	12.08%
	Samsung Electronics Co., Ltd.	3.98%
	Vale SA	3.57%
	Taiwan Semiconductor
	Manufacturing Co., Ltd.	2.99%
	Petroleo Brasileiro SA	2.88%
	CNOOC Ltd.	2.66%
	LUKOIL	2.37%
	Hon Hai Precision
	Industry Co., Ltd.	2.27%
	American Movil SAB de C.V.	1.93%
	China Mobile Ltd.	1.73%

The portfolio’s holdings and allocations are subject to change. The percentages are of total net assets and as of April 30, 2010.

7

ActivePassive Funds

PORTFOLIO ALLOCATIONS (Continued)

April 30, 2010 (Unaudited)

ActivePassive Global Bond Fund

	TOP HOLDINGS	% net assets
	Loomis Sayles Global
	Bond Fund	42.66%
	Vanguard Total Bond
	Market ETF	20.56%
	SPDR Barclays Capital
	International Treasury
	Bond ETF	20.56%
	Oppenheimer International
	Bond Fund	14.18%

ActivePassive Intermediate Taxable Bond Fund

	TOP TEN HOLDINGS	% net assets
	Vanguard Total Bond
	Market ETF	52.46%
	U.S. Treasury Note,
	2.75%, 02/15/2019	4.17%
	U.S. Treasury Note,
	1.375%, 02/15/2013	3.23%
	U.S. Treasury Note,
	2.25%, 01/31/2015	2.51%
	FHLMC, 2.125%, 09/21/2012	2.43%
	FNMA, 2.625%, 11/20/2014	1.79%
	U.S. Treasury Note,
	1.50%, 10/31/2010	1.57%
	U.S. Treasury Note,
	3.25%, 05/31/2016	1.57%
	U.S. Treasury Note,
	1.00%, 10/31/2011	1.57%
	U.S. Treasury Note,
	2.75%, 02/28/2013	1.40%

The portfolio’s holdings and allocations are subject to change. The percentages are of total net assets and as of April 30, 2010.

8

ActivePassive Funds

PORTFOLIO ALLOCATIONS (Continued)

April 30, 2010 (Unaudited)

ActivePassive Intermediate Municipal Bond Fund

	TOP TEN HOLDINGS	% net assets
	iShares S&P National
	Municipal Bond Fund	22.58%
	SPDR Barclays Capital
	Municipal Bond ETF	22.56%
	Massachusetts Bay
	Transportation Authority,
	5.00%, 07/01/2024	3.04%
	City of New York
	General Obligation,
	5.00%, 08/01/2022	2.92%
	State of Oregon Department
	of Administrative Services,
	5.00%, 04/01/2019	2.68%
	State of Ohio General
	Obligation,
	5.00%, 08/01/2017	2.66%
	State of California Various
	Purpose, 5.00%, 03/01/2026	2.02%
	State of Connecticut
	Health & Education
	Facilities Authority,
	5.50%, 11/01/2016	1.96%
	San Francisco Bay
	Area Toll Authority,
	5.00%, 04/01/2021	1.80%
	State of Georgia General
	Obligation, 5.00%, 07/01/2018	1.55%

The portfolio’s holdings and allocations are subject to change. The percentages are of total net assets and as of April 30, 2010.

9

ActivePassive Large Cap Growth Fund

SCHEDULE OF INVESTMENTS

April 30, 2010 (Unaudited)

			Fair
	Shares		Value
COMMON STOCKS – 44.02%
Accommodation and Food Services – 1.13%
Yum! Brands, Inc.		6,055	$	256,853
Arts, Entertainment, and Recreation – 1.40%
The Walt Disney Co.		8,636		318,150
Educational Services – 1.13%
Strayer Education, Inc.		1,063		258,436
Finance and Insurance – 6.46%
T. Rowe Price Group, Inc.		6,455		371,227
The Charles Schwab Corp.		18,945		365,449
SunTrust Banks, Inc.		10,918		323,173
Wells Fargo & Co.		12,398		410,498
				1,470,347
Information – 3.44%
Automatic Data Processing, Inc.		2,021		87,631
Google Inc. (a)		686		360,452
Microsoft Corp.		10,986		335,512
				783,595
Manufacturing – 19.04%
Apple Inc. (a)		2,085		544,435
BorgWarner, Inc. (a)		9,664		418,838
Caterpillar Inc.		4,289		292,038
Cisco Systems Inc. (a)		15,228		409,938
Ecolab Inc.		6,154		300,561
Emerson Electric Co.		7,852		410,110
International Business Machines Corp.		2,062		265,998
Intuitive Surgical, Inc. (a)		700		252,392
Johnson Controls, Inc.		13,926		467,774
PACCAR Inc.		3,855		179,335
Praxair, Inc.		1,058		88,629
QUALCOMM Inc.		6,016		233,060
Roche Holding AG – ADR (b)		4,320		170,208
Teva Pharmaceutical Industries Ltd. – ADR (b)		5,129		301,226
				4,334,542

The accompanying notes are an integral part of these financial statements.

10

ActivePassive Large Cap Growth Fund

SCHEDULE OF INVESTMENTS (Continued)

April 30, 2010 (Unaudited)

			Fair
	Shares		Value
COMMON STOCKS – 44.02% (Continued)
Mining – 3.72%
Anadarko Petroleum Corp.		2,199	$	136,690
EOG Resources, Inc.		3,663		410,696
Schlumberger Ltd. (b)		2,742		195,834
Vale SA – ADR (b)		3,370		103,223
				846,443
Professional, Scientific, and
Technical Services – 2.14%
Jacobs Engineering Group Inc. (a)		5,369		258,893
priceline.com Inc. (a)		868		227,459
				486,352
Retail Trade – 2.34%
Amazon.com, Inc. (a)		3,196		438,044
Wal-Mart Stores, Inc.		1,769		94,907
				532,951
Transportation and Warehousing – 3.22%
Expeditors International of Washington, Inc.		9,133		372,078
Union Pacific Corp.		4,767		360,671
				732,749
TOTAL COMMON STOCKS
(Cost $8,391,602)				10,020,418
EXCHANGE-TRADED FUNDS – 51.14%
Vanguard Growth ETF		206,419		11,639,885
TOTAL EXCHANGE-TRADED FUNDS
(Cost $10,366,707)				11,639,885

The accompanying notes are an integral part of these financial statements.

11

ActivePassive Large Cap Growth Fund

SCHEDULE OF INVESTMENTS (Continued)

April 30, 2010 (Unaudited)

			Fair
	Shares		Value
SHORT-TERM INVESTMENTS – 4.58%
Investment Companies – 4.58%
Fidelity Institutional Money
Market Portfolio – Select Class, 0.16% (c)		1,043,289	$	1,043,289
TOTAL SHORT-TERM INVESTMENTS
(Cost $1,043,289)				1,043,289
Total Investments (Cost $19,801,598) – 99.74%				22,703,592
Other Assets in Excess of Liabilities – 0.26%				59,757
TOTAL NET ASSETS – 100.00%			$	22,763,349

FOOTNOTES

Percentages are stated as a percent of net assets.

ADRAmerican Depository Receipt

(a) Non-income producing security

(b) Foreign Issued Security

(c) Rate shown is the 7-day yield as of April 30, 2010.

The accompanying notes are an integral part of these financial statements.

12

ActivePassive Large Cap Value Fund

SCHEDULE OF INVESTMENTS

April 30, 2010 (Unaudited)

			Fair
	Shares		Value
COMMON STOCKS – 41.20%
Finance and Insurance – 7.14%
The Allstate Corp.		4,324	$	141,265
Bank of America Corp.		18,991		338,610
Bank of New York Mellon Corp.		7,227		224,977
Humana Inc. (a)		4,094		187,178
JPMorgan Chase & Co.		7,161		304,915
Legg Mason, Inc.		4,581		145,172
				1,342,117
Health Care and Social Assistance – 1.28%
Laboratory Corp. of America Holdings (a)		1,731		136,005
Quest Diagnostics, Inc.		1,827		104,431
				240,436
Information – 2.38%
AT&T, Inc.		5,703		148,620
Microsoft Corp.		5,595		170,871
Time Warner Cable Inc.		2,256		126,900
				446,391
Manufacturing – 17.33%
Altria Group, Inc.		10,151		215,100
Baxter International Inc.		2,786		131,555
Chevron Corp.		4,317		351,576
ConocoPhillips		4,364		258,305
Dell Inc. (a)		7,259		117,451
Dover Corp.		3,732		194,885
Emerson Electric Co.		3,221		168,233
Fortune Brands, Inc.		2,458		128,848
General Electric Co.		14,334		270,339
Honeywell International, Inc.		3,396		161,208
Ingersoll-Rand Co., Ltd. (b)		2,388		88,308
Intel Corp.		11,471		261,883
NIKE, Inc.		2,113		160,398
Philip Morris International Inc.		2,286		112,197
The Procter & Gamble Co.		4,387		272,696

The accompanying notes are an integral part of these financial statements.

13

ActivePassive Large Cap Value Fund

SCHEDULE OF INVESTMENTS (Continued)

April 30, 2010 (Unaudited)

			Fair
	Shares		Value
COMMON STOCKS – 41.20% (Continued)
Manufacturing – 17.33% (Continued)
United Technologies Corp.		2,757	$	206,637
Watson Pharmaceuticals, Inc. (a)		3,661		156,764
				3,256,383
Mining – 5.91%
Apache Corp.		3,690		375,494
Freeport-McMoRan Copper & Gold, Inc.		2,933		221,529
Marathon Oil Corp.		7,746		249,034
Transocean Ltd. (a)(b)		3,661		265,240
				1,111,297
Professional, Scientific, and
Technical Services – 0.73%
Covance Inc. (a)		2,384		136,222
Retail Trade – 3.47%
AutoZone, Inc. (a)		1,233		228,117
Best Buy Co., Inc.		2,780		126,768
eBay Inc. (a)		5,580		132,860
Wal-Mart Stores, Inc.		3,052		163,740
				651,485
Utilities – 1.94%
FPL Group, Inc.		3,261		169,735
Public Service Enterprise Group, Inc.		6,082		195,415
				365,150
Wholesale Trade – 1.02%
AmerisourceBergen Corp.		6,233		192,288
TOTAL COMMON STOCKS
(Cost $6,779,591)				7,741,769

The accompanying notes are an integral part of these financial statements.

14

ActivePassive Large Cap Value Fund

SCHEDULE OF INVESTMENTS (Continued)

April 30, 2010 (Unaudited)

			Fair
	Shares		Value
CLOSED-END FUNDS – 0.30%
John Hancock Bank and Thrift Opportunity Fund		3,178	$	55,488
TOTAL CLOSED-END FUNDS
(Cost $46,027)				55,488
EXCHANGE-TRADED FUNDS – 55.80%
Vanguard Value ETF		204,111		10,485,182
TOTAL EXCHANGE-TRADED FUNDS
(Cost $9,721,847)				10,485,182
SHORT-TERM INVESTMENTS – 3.27%
Investment Companies – 3.27%
Fidelity Institutional Money
Market Portfolio – Select Class, 0.16% (c)		614,770		614,770
TOTAL SHORT-TERM INVESTMENTS
(Cost $614,770)				614,770
Total Investments  (Cost $17,162,235) – 100.57%				18,897,209
Liabilities in Excess of Other Assets – (0.57)%				(106,937	)
TOTAL NET ASSETS – 100.00%			$	18,790,272

FOOTNOTES

Percentages are stated as a percent of net assets.

(a) Non-income producing security

(b) Foreign Issued Security

(c) Rate shown is the 7-day yield as of April 30, 2010.

The accompanying notes are an integral part of these financial statements.

15

ActivePassive Small/Mid Cap Growth Fund

SCHEDULE OF INVESTMENTS

April 30, 2010 (Unaudited)

			Fair
	Shares		Value
COMMON STOCKS – 61.60%
Accommodation and Food Services – 1.76%
BJ’s Restaurants Inc. (a)		5,731	$	138,289
Choice Hotels International, Inc.		1,479		53,702
				191,991
Administrative Support, Waste Management
and Remediation Services – 2.16%
The Geo Group Inc. (a)		5,750		121,785
Waste Connections, Inc. (a)		3,160		113,096
				234,881
Arts, Entertainment, and Recreation – 1.34%
Bally Technologies Inc. (a)		3,168		146,108
Finance and Insurance – 4.60%
Broadpoint Gleacher Securities Inc. (a)		7,554		32,331
Cash America International, Inc.		5,349		198,234
Centene Corp. (a)		2,737		62,677
Duff & Phelps Corp.		3,425		53,773
First Commonwealth Financial Corp.		4,790		31,375
MGIC Investment Corp. (a)		4,679		48,802
optionsXpress Holdings Inc. (a)		2,298		40,790
UMB Financial Corp.		775		32,643
				500,625
Health Care and Social Assistance – 3.14%
Amedisys, Inc. (a)		1,309		75,372
Genoptix, Inc. (a)		2,580		99,820
Lincare Holdings Inc. (a)		2,010		93,847
Psychiatric Solutions, Inc. (a)		2,260		72,704
				341,743
Information – 5.97%
ANSYS, Inc. (a)		2,771		124,695
Informatica Corp. (a)		4,668		116,747
Rovi Corp. (a)		4,475		174,436
SuccessFactors, Inc. (a)		3,243		67,876

The accompanying notes are an integral part of these financial statements.

16

ActivePassive Small/Mid Cap Growth Fund

SCHEDULE OF INVESTMENTS (Continued)

April 30, 2010 (Unaudited)

			Fair
	Shares		Value
COMMON STOCKS – 61.60% (Continued)
Information – 5.97% (Continued)
TIBCO Software Inc. (a)		11,645	$	132,753
Vital Images, Inc. (a)		2,078		32,791
				649,298
Manufacturing – 26.67%
American Medical Systems Holdings, Inc. (a)		6,252		112,036
ArvinMeritor, Inc. (a)		5,673		86,910
BioMarin Pharmaceutical Inc. (a)		2,746		64,174
Coherent, Inc. (a)		2,947		110,719
Coinstar, Inc. (a)		2,680		118,885
Cutera, Inc. (a)		2,223		25,698
DTS, Inc. (a)		3,319		110,324
EMS Technologies, Inc. (a)		4,352		69,153
FormFactor, Inc. (a)		5,865		88,034
GrafTech International Ltd. (a)		5,792		97,653
Huntsman Corp.		11,073		126,343
Lufkin Industries, Inc.		2,270		193,245
Netezza Corp. (a)		6,014		82,332
Northwest Pipe Co. (a)		2,893		69,779
ON Semiconductor Corp. (a)		13,331		105,848
Onyx Pharmaceuticals, Inc. (a)		2,060		59,472
OYO Geospace Corp. (a)		2,343		116,447
Regal-Beloit Corp.		1,660		105,028
Regeneron Pharmaceuticals, Inc.  (a)		2,205		56,294
Rubicon Technology, Inc. (a)		770		20,944
Salix Pharmaceuticals, Ltd. (a)		899		36,140
Seattle Genetics, Inc. (a)		2,975		37,485
Shuffle Master, Inc. (a)		9,925		95,280
Steven Madden, Ltd. (a)		1,362		78,942
Teradyne, Inc. (a)		5,244		64,134
Thoratec Corp. (a)		5,127		228,613
Titanium Metals Corp. (a)		5,267		81,217
Triumph Group, Inc.		952		73,837
Universal Electronics Inc. (a)		5,352		113,569
Varian Semiconductor Equipment
Associates, Inc. (a)		4,325		142,465

The accompanying notes are an integral part of these financial statements.

17

ActivePassive Small/Mid Cap Growth Fund

SCHEDULE OF INVESTMENTS (Continued)

April 30, 2010 (Unaudited)

			Fair
	Shares		Value
COMMON STOCKS – 61.60% (Continued)
Manufacturing – 26.67% (Continued)
Veeco Instruments Inc. (a)		2,087	$	91,807
VeriFone Holdings, Inc. (a)		160		3,045
VIVUS, Inc. (a)		3,580		36,480
				2,902,332
Mining – 1.99%
Brigham Exploration Company (a)		4,115		80,284
Unit Corp. (a)		621		29,665
Whiting Petroleum Corp. (a)		1,175		106,138
				216,087
Professional, Scientific, and
Technical Services – 7.35%
Bio-Rad Laboratories, Inc. (a)		635		70,923
Cubist Pharmaceuticals, Inc. (a)		1,816		40,715
Eclipsys Corp. (a)		6,440		133,179
ICON PLC – ADR (a)(b)		2,920		85,176
MedAssets Inc. (a)		4,135		94,402
Monster Worldwide, Inc. (a)		4,157		72,457
Quality Systems, Inc.		1,410		90,254
Radiant Systems, Inc. (a)		2,702		38,017
Ritchie Bros. Auctioneers Inc. (b)		3,985		93,249
Riverbed Technology, Inc. (a)		2,625		81,349
				799,721
Retail Trade – 4.23%
Chico’s FAS, Inc.		3,302		49,166
Genesco Inc. (a)		6,303		209,827
Sotheby’s		3,165		105,711
Vitamin Shoppe, Inc. (a)		3,862		95,855
				460,559
Transportation and Warehousing – 1.02%
Landstar System, Inc.		2,514		111,169

The accompanying notes are an integral part of these financial statements.

18

ActivePassive Small/Mid Cap Growth Fund

SCHEDULE OF INVESTMENTS (Continued)

April 30, 2010 (Unaudited)

			Fair
	Shares		Value
COMMON STOCKS – 61.60% (Continued)
Wholesale Trade – 1.37%
American Axle & Manufacturing Holdings, Inc. (a)		7,695	$	82,798
Herbalife Ltd. (b)		1,361		65,668
				148,466
TOTAL COMMON STOCKS
(Cost $5,676,485)				6,702,980
EXCHANGE-TRADED FUNDS – 35.30%
iShares Russell 2000 Growth Index Fund		39,676		3,030,056
iShares Russell Midcap Growth Index Fund		16,172		811,026
TOTAL EXCHANGE-TRADED FUNDS
(Cost $2,382,279)				3,841,082
TRUSTS – 0.56%
Redwood Trust, Inc.		3,603		60,098
TOTAL TRUSTS
(Cost $48,527)				60,098
SHORT-TERM INVESTMENTS – 1.18%
Investment Companies – 1.18%
Fidelity Institutional Money
Market Portfolio – Select Class, 0.16% (c)		128,502		128,502
TOTAL SHORT-TERM INVESTMENTS
(Cost $128,502)				128,502
Total Investments (Cost $8,235,793) – 98.64%				10,732,662
Other Assets in Excess of Liabilities – 1.36%				148,473
TOTAL NET ASSETS – 100.00%			$	10,881,135

FOOTNOTES

Percentages are stated as a percent of net assets.

ADRAmerican Depository Receipt

(a) Non-income producing security

(b) Foreign Issued Security

(c) Rate shown is the 7-day yield as of April 30, 2010.

The accompanying notes are an integral part of these financial statements.

19

ActivePassive Small/Mid Cap Value Fund

SCHEDULE OF INVESTMENTS

April 30, 2010 (Unaudited)

			Fair
	Shares		Value
COMMON STOCKS – 52.02%
Administrative Support, Waste Management
and Remediation Services – 3.24%
Lender Processing Services, Inc.		4,314	$	162,853
Republic Services, Inc.		4,703		145,934
				308,787
Construction – 1.22%
KBR, Inc.		5,264		116,229
Finance and Insurance – 7.55%
EZCORP, Inc. (a)		10,096		209,088
Fidelity National Financial, Inc.		6,687		101,509
First Cash Financial Services, Inc. (a)		5,522		121,815
HCC Insurance Holdings, Inc.		5,868		159,551
PartnerRe Ltd. (b)		1,639		127,154
				719,117
Information – 3.82%
Fiserv, Inc. (a)		2,157		110,201
Frontier Communications Corp.		12,900		102,684
John Wiley & Sons, Inc.		3,581		151,369
				364,254
Manufacturing – 5.67%
Dean Foods Co. (a)		9,190		144,283
Holly Corp.		3,667		99,009
Jarden Corp.		3,969		127,484
Warner Chilcott PLC (a)(b)		5,954		168,855
				539,631
Mining – 8.09%
Cabot Oil & Gas Corp.		3,840		138,739
Global Industries, Ltd. (a)		8,758		58,679
Helix Energy Solutions Group Inc. (a)		4,573		66,674
Petrohawk Energy Corp. (a)		6,860		148,107
Superior Energy Services, Inc. (a)		6,601		178,623
Swift Energy Co. (a)		4,962		179,525
				770,347

The accompanying notes are an integral part of these financial statements.

20

ActivePassive Small/Mid Cap Value Fund

SCHEDULE OF INVESTMENTS (Continued)

April 30, 2010 (Unaudited)

			Fair
	Shares		Value
COMMON STOCKS – 52.02% (Continued)
Professional, Scientific, and
Technical Services – 8.76%
Cogent Inc. (a)		8,931	$	92,436
FTI Consulting Inc. (a)		3,452		141,981
McDermott International, Inc. (a)(b)		9,319		255,434
Navigant Consulting, Inc. (a)		6,860		88,357
VeriSign, Inc. (a)		4,487		122,360
Wright Express Corp. (a)		3,926		133,366
				833,934
Real Estate, Rental and Leasing – 1.11%
Rent-A-Center, Inc. (a)		4,084		105,449
Retail Trade – 4.37%
Dollar Tree, Inc. (a)		2,114		128,362
The Gymboree Corp. (a)		2,330		114,473
Hanesbrands, Inc. (a)		6,083		173,183
				416,018
Transportation and Warehousing – 5.14%
Aegean Marine Petroleum Network Inc. (b)		8,974		235,478
Genco Shipping & Trading Ltd. (a)(b)		5,436		125,898
Navios Maritime Holdings, Inc. (b)		18,423		127,856
				489,232
Utilities – 3.05%
CMS Energy Corp.		10,959		178,193
UIL Holdings Corp.		3,883		112,724
				290,917
TOTAL COMMON STOCKS
(Cost $4,363,198)				4,953,915

The accompanying notes are an integral part of these financial statements.

21

ActivePassive Small/Mid Cap Value Fund

SCHEDULE OF INVESTMENTS (Continued)

April 30, 2010 (Unaudited)

			Fair
	Shares		Value
EXCHANGE-TRADED FUNDS – 40.74%
iShares Russell 2000 Value Index Fund		43,918	$	2,994,768
iShares Russell Midcap Value Index Fund		21,033		885,700
TOTAL EXCHANGE-TRADED FUNDS
(Cost $2,379,759)				3,880,468
TRUSTS – 5.07%
Annaly Capital Management, Inc.		6,472		109,700
LTC Properties, Inc.		6,730		187,767
OMEGA Healthcare Investors, Inc.		9,276		185,706
TOTAL TRUSTS
(Cost $418,840)				483,173
SHORT-TERM INVESTMENTS – 0.99%
Investment Companies – 0.99%
Fidelity Institutional Money
Market Portfolio – Select Class, 0.16% (c)		94,327		94,327
TOTAL SHORT-TERM INVESTMENTS
(Cost $94,327)				94,327
Total Investments (Cost $7,256,124) – 98.82%				9,411,883
Other Assets in Excess of Liabilities – 1.18%				112,604
TOTAL NET ASSETS – 100.00%			$	9,524,487

FOOTNOTES

Percentages are stated as a percent of net assets.

(a) Non-income producing security

(b) Foreign Issued Security

(c) Rate shown is the 7-day yield as of April 30, 2010.

The accompanying notes are an integral part of these financial statements.

22

ActivePassive International Equity Fund

SCHEDULE OF INVESTMENTS

April 30, 2010 (Unaudited)

			Fair
	Shares		Value
COMMON STOCKS – 50.86%
Australia – 3.20%
BHP Billiton Ltd. (b)		4,577	$	172,580
Cochlear Ltd. (b)		1,934		132,604
CSL Ltd. (b)		2,839		85,086
QBE Insurance Group Ltd. (b)		4,316		84,265
Woolworths Ltd. (b)		2,596		65,096
				539,631
Belgium – 1.00%
Anheuser-Busch InBev NV (b)		3,459		168,561
Bermuda – 0.85%
Esprit Holdings Ltd. (b)		10,303		75,238
Li & Fung Ltd. (b)		14,000		68,610
				143,848
Brazil – 0.57%
Petroleo Brasileiro SA – ADR (b)		2,515		95,419
Canada – 3.73%
Bombardier Inc. (b)		13,115		68,428
Canadian National Railway Co. (b)		1,267		75,823
Canadian Natural Resources Ltd. (b)		1,112		85,639
Cenovus Energy Inc. (b)		2,791		82,070
EnCana Corp. (b)		2,103		69,562
Fairfax Financial Holding Ltd. (b)		201		76,181
Suncor Energy, Inc. (b)		2,595		88,774
Talisman Energy Inc. (b)		4,908		83,539
				630,016
China – 0.69%
Industrial & Commercial Bank of China Ltd. (b)		157,000		116,676
Denmark – 0.89%
Novo Nordisk A/S (b)		1,831		150,671
France – 1.86%
Axa (b)		3,347		67,291
Danone SA (b)		1,557		92,003

The accompanying notes are an integral part of these financial statements.

23

ActivePassive International Equity Fund

SCHEDULE OF INVESTMENTS (Continued)

April 30, 2010 (Unaudited)

			Fair
	Shares		Value
COMMON STOCKS – 50.86% (Continued)
France – 1.86% (Continued)
Eutelsat Communications (b)		1,346	$	48,038
Total SA (b)		1,938		105,717
				313,049
Germany – 3.89%
Adidas AG (b)		2,049		120,475
Bayer AG (b)		2,179		139,477
Bayerische Motoren Werke AG (b)		2,880		142,378
Fresenius Medical Care AG & Co. (b)		1,161		62,946
Puma AG Rudolf Dassler Sport (b)		365		122,370
SAP AG (b)		1,438		69,357
				657,003
Hong Kong – 0.66%
Hutchison Whampoa Ltd. (b)		16,000		111,384
India – 0.93%
Infosys Technologies Ltd. – ADR (b)		2,634		157,724
Israel – 1.59%
Teva Pharmaceutical Industries Ltd. – ADR (b)		4,584		269,218
Italy – 1.18%
Finmeccanica SpA (b)		8,462		109,006
UniCredit SpA (b)		33,673		89,399
				198,405
Japan – 3.96%
DENSO Corp. (b)		2,600		76,532
FANUC Ltd. (b)		900		107,021
HOYA Corp. (b)		3,400		94,506
Keyence Corp. (b)		330		79,009
Komatsu Ltd. (b)		3,100		62,901
NIDEC Corp. (b)		1,500		155,373
Toyota Motor Corp. (b)		2,400		93,639
				668,981

The accompanying notes are an integral part of these financial statements.

24

ActivePassive International Equity Fund

SCHEDULE OF INVESTMENTS (Continued)

April 30, 2010 (Unaudited)

			Fair
	Shares		Value
COMMON STOCKS – 50.86% (Continued)
Jersey – 2.08%
Informa PLC (b)		14,527	$	88,197
Shire PLC (b)		8,061		177,977
WPP PLC (b)		8,000		85,438
				351,612
Mexico – 1.66%
America Movil SAB de C.V. – ADR (b)		3,508		180,592
Grupo Televisa SA – ADR (b)		4,778		99,287
				279,879
Netherlands – 2.50%
Koninklijke Ahold NV (b)		7,882		108,303
Koninklijke KPN NV (b)		6,654		99,581
TNT NV (b)		3,813		117,173
Unilever NV (b)		3,172		97,095
				422,152
Norway – 0.35%
Petroleum Geo-Services ASA (a)(b)		4,218		58,847
Philippines – 0.77%
Philippine Long Distance Telephone Co. (b)		2,330		130,493
Russia – 0.55%
Gazprom (a)(b)		3,967		92,391
Singapore – 1.73%
Keppel Corp. Ltd. (b)		20,000		143,618
United Overseas Bank Ltd. (b)		10,000		148,289
				291,907
South Korea – 0.92%
Hyundai Mobis (b)		925		155,231
Spain – 0.53%
Telefonica SA (b)		3,917		88,790
Switzerland – 3.83%
Nestle SA (b)		3,743		183,820
Novartis AG (b)		845		43,226

The accompanying notes are an integral part of these financial statements.

25

ActivePassive International Equity Fund

SCHEDULE OF INVESTMENTS (Continued)

April 30, 2010 (Unaudited)

			Fair
	Shares		Value
COMMON STOCKS – 50.86% (Continued)
Switzerland – 3.83% (Continued)
Roche Holding AG (b)		1,463	$	231,247
Sonova Holding AG (b)		399		49,794
Syngenta AG (b)		545		138,966
				647,053
Taiwan – 1.59%
Hon Hai Precision Industry Co., Ltd. (b)		17,000		80,557
MediaTek Inc. (b)		4,000		68,160
Taiwan Semiconductor
Manufacturing Co., Ltd. – ADR (b)		11,273		119,381
				268,098
Turkey – 0.47%
Akbank TAS (b)		15,938		79,763
United Kingdom – 8.88%
BAE Systems PLC (b)		1,727		9,100
BG Group PLC (b)		5,843		99,504
British American Tobacco PLC (b)		3,466		108,927
Capita Group PLC (b)		4,326		52,886
Centrica PLC (b)		20,046		90,358
Compass Group PLC (b)		18,820		153,769
Imperial Tobacco Group PLC (b)		6,266		178,996
International Power PLC (b)		25,837		130,891
Next PLC (b)		1,480		51,970
Reckitt Benckiser Group PLC (b)		3,930		204,627
Reed Elsevier PLC (b)		10,223		80,477
Smith & Nephew PLC (b)		4,379		45,494
Tesco PLC (b)		21,439		142,742
Vodafone Group PLC (b)		66,936		148,862
				1,498,603
TOTAL COMMON STOCKS
(Cost $7,619,470)				8,585,405

The accompanying notes are an integral part of these financial statements.

26

ActivePassive International Equity Fund

SCHEDULE OF INVESTMENTS (Continued)

April 30, 2010 (Unaudited)

			Fair
	Shares		Value
PREFERRED STOCKS – 0.41%
Brazil – 0.41%
Banco Bradesco SA – ADR (b)		3,679	$	68,503
TOTAL PREFERRED STOCKS
(Cost $62,543)				68,503
CLOSED-END FUNDS – 0.40%
India Fund, Inc.		2,101		67,274
TOTAL CLOSED-END FUNDS
(Cost $42,700)				67,274
OPEN-END FUNDS – 41.83%
Fidelity Spartan International Index Fund		214,622		7,061,060
TOTAL OPEN-END FUNDS
(Cost $5,232,819)				7,061,060
SHORT-TERM INVESTMENTS – 4.77%
Investment Companies – 4.77%
Fidelity Institutional Money
Market Portfolio – Select Class, 0.16% (c)		805,523		805,523
TOTAL SHORT-TERM INVESTMENTS
(Cost $805,523)				805,523
Total Investments (Cost $13,763,055) – 98.27%				16,587,765
Other Assets in Excess of Liabilities – 1.73%				292,871
TOTAL NET ASSETS – 100.00%			$	16,880,636

FOOTNOTES

Percentages are stated as a percent of net assets.

ADRAmerican Depository Receipt

(a) Non-income producing security

(b) Foreign Issued Security

(c) Rate shown is the 7-day yield as of April 30, 2010.

The accompanying notes are an integral part of these financial statements.

27

ActivePassive International Equity Fund

PORTFOLIO DIVERSIFICATION

April 30, 2010 (Unaudited)

	Fair
	Value		Percentage
Consumer Discretionary	$	1,461,649		8.66	%
Consumer Staples		1,350,170		8.00	%
Energy		861,463		5.10	%
Financials		661,864		3.92	%
Health Care		1,248,263		7.40	%
Industrials		857,340		5.08	%
Information Technology		824,067		4.88	%
Materials		451,023		2.67	%
Telecommunication Services		648,317		3.84	%
Utilities		221,249		1.31	%
Total Foreign Common Stocks		8,585,405		50.86	%
Total Closed-End Funds		67,274		0.40	%
Total Open-End Funds		7,061,060		41.83	%
Total Preferred Stocks		68,503		0.41	%
Total Short-Term Investments		805,523		4.77	%
Total Investments		16,587,765		98.27	%
Other Assets in Excess of Liabilities		292,871		1.73	%
Total Net Assets	$	16,880,636		100.00	%

The accompanying notes are an integral part of these financial statements.

28

ActivePassive Emerging Markets Equity Fund

SCHEDULE OF INVESTMENTS

April 30, 2010 (Unaudited)

			Fair
	Shares		Value
COMMON STOCKS – 78.02%
Bermuda – 1.81%
Credicorp Ltd. (b)		888	$	77,132
GOME Electrical Appliances Holdings Ltd. (a)(b)		180,000		59,118
				136,250
Brazil – 7.18%
Bco Do Brasil SA (b)		2,600		44,843
Cielo SA (b)		5,767		55,704
Companhia Siderurgica Nacional SA – ADR (b)		3,312		61,769
Gafisa SA (b)		8,794		60,203
Hypermarcas SA (a)(b)		4,921		67,406
Natura Cosmeticos SA (b)		1,548		32,861
Petroleo Brasileiro SA – ADR (b)		5,106		216,648
				539,434
Canada – 0.86%
Alange Energy Corp. (a)(b)		121,115		64,385
Cayman Islands – 1.12%
Belle International Holdings Ltd. (b)		27,000		37,696
Tencent Holdings Ltd. (b)		2,200		46,300
				83,996
China – 7.13%
China Construction Bank Corp. (b)		80,000		66,150
China Petroleum & Chemical Corp. (b)		66,000		53,469
China Railway Group Ltd. (a)(b)		57,000		39,937
China Shenhua Energy Co., Ltd. (b)		18,500		81,013
China Shipping Development Co., Ltd. (b)		36,000		54,806
Dongfeng Motor Group Co., Ltd. (b)		20,000		29,108
Industrial & Commercial Bank of China Ltd. (b)		85,000		63,169
Ping An Insurance Co., of China Ltd. (b)		10,500		91,758
Weichai Power Co., Ltd. (b)		6,800		56,490
				535,900
Egypt – 0.44%
Orascom Construction Industries (b)		684		33,363

The accompanying notes are an integral part of these financial statements.

29

ActivePassive Emerging Markets Equity Fund

SCHEDULE OF INVESTMENTS (Continued)

April 30, 2010 (Unaudited)

			Fair
	Shares		Value
COMMON STOCKS – 78.02% (Continued)
Hong Kong – 4.79%
China Mobile Ltd. – ADR (b)		2,656	$	129,878
CNOOC Ltd. (b)		112,000		199,646
Denway Motors Ltd. (b)		52,000		30,540
				360,064
India – 3.22%
ICICI Bank Ltd. – ADR (b)		1,532		65,141
Infosys Technologies Ltd. – ADR (b)		1,642		98,323
Larsen & Toubro Ltd. – GDR (b)(c)
(Acquired 05/12/08, Cost $53,552)		2,168		78,932
				242,396
Indonesia – 2.95%
PT Astra International Tbk (b)		17,500		91,538
PT Bank Mandiri (b)		53,000		34,103
PT United Tractors Tbk (b)		44,500		96,267
				221,908
Israel – 0.40%
Teva Pharmaceutical Industries Ltd. – ADR (b)		512		30,070
Luxembourg – 1.59%
Evraz Group SA – GDR (a)(b)		823		30,122
Evraz Group SA – GDR (a)(b)		741		27,120
Tenaris SA – ADR (b)		1,528		62,052
				119,294
Malaysia – 1.09%
CIMB Group Holding (b)		18,300		81,487
Mexico – 6.28%
America Movil SAB de CV – ADR (b)		2,822		145,277
Cemex SAB de CV – ADR (a)(b)		2,967		35,248
Desarrolladora Homex SA de CV (a)(b)		7,165		34,695
Empresas ICA SAB de CV (a)(b)		11,786		31,073
Fomento Economico Mexicano, SAB de CV – ADR (b)		699		33,084
Grupo Financiero Banorte SAB de CV (b)		10,553		42,427
Groupo Mexico SAB de CV (b)		24,067		63,509

The accompanying notes are an integral part of these financial statements.

30

ActivePassive Emerging Markets Equity Fund

SCHEDULE OF INVESTMENTS (Continued)

April 30, 2010 (Unaudited)

			Fair
	Shares		Value
COMMON STOCKS – 78.02% (Continued)
Mexico – 6.28% (Continued)
Grupo Televisa SA de CV – ADR (b)		1,278	$	26,557
Wal-Mart de Mexico SAB de CV – ADR (b)		2,578		59,843
				471,713
Russia – 8.93%
Gazprom – ADR (a)(b)		4,069		94,482
Mining and Metallurgical Company
Norilsk Nickel – ADR (a)(b)		3,616		69,427
Mechel – ADR (b)		1,251		32,151
Mobile Telesystems – ADR (b)		1,325		73,206
LUKOIL – ADR (b)		3,109		178,457
Sberbank (b)		41,434		111,505
Uralkali – GDR (a)(b)		2,908		58,160
Wimm-Bill-Dann Foods – ADR (a)(b)		2,460		53,505
				670,893
South Africa – 7.20%
Clicks Group Ltd. (b)		18,438		77,257
Impala Platinum Holdings Ltd. – ADR (b)		4,415		125,386
Kumba Iron Ore Ltd. (b)		1,954		93,064
MTN Group Ltd. (b)		3,292		48,722
Naspers Ltd. – ADR (b)		1,949		78,740
Shoprite Holdings Ltd. (b)		3,548		37,947
Standard Bank Group Ltd. (b)		5,157		80,073
				541,189
South Korea – 11.22%
Hyundai Heavy Industries Co., Ltd. (b)		168		38,425
Hyundai Motor Co. – GDR (a)(b)(c)
(Acquired 05/12/08, Cost $29,877)		711		43,942
KB Financial Group, Inc. – ADR (b)		2,489		121,463
LG Chemical Ltd. (b)		314		80,175
Lotte Shopping Co., Ltd. (b)		233		66,430
POSCO – ADR (b)		952		106,776
Samsung Electronics Co., Ltd. – GDR (a)(b)(c)
(Acquired 05/12/08, Cost $220,026)		781		299,124

The accompanying notes are an integral part of these financial statements.

31

ActivePassive Emerging Markets Equity Fund

SCHEDULE OF INVESTMENTS (Continued)

April 30, 2010 (Unaudited)

			Fair
	Shares		Value
COMMON STOCKS – 78.02% (Continued)
South Korea – 11.22% (Continued)
Samsung Fire & Marine Insurance Co., Ltd. (b)		167	$	31,039
Shinsegae Co., Ltd. (b)		122		56,027
				843,401
Taiwan – 9.27%
Asustek Computer Inc. (b)		28,056		54,612
Chinatrust Financial Holding Co., Ltd. (b)		111,431		63,293
Formosa Plastics Corp. (b)		19,260		43,021
Hon Hai Precision Industry Co., Ltd. – ADR (b)		36,000		170,592
Hon Hai Precision
Industry Co., Ltd. – GDR (b)(c)(e)
(Acquired 05/11/09, Cost $1)		0		1
MediaTek Inc. (b)		4,004		68,228
President Chain Store Corp. (b)		25,224		72,441
Taiwan Semiconductor Manufacturing Co., Ltd. (b)		114,000		224,813
				697,001
Turkey – 0.67%
Turkiye Garanti Bankasi AS (b)		10,413		50,715
United Kingdom – 1.87%
Eurasian Natural Resources Corp. (b)		3,895		73,064
Standard Chartered PLC (b)		2,450		67,844
				140,908
TOTAL COMMON STOCKS
(Cost $4,953,650)				5,864,367

The accompanying notes are an integral part of these financial statements.

32

ActivePassive Emerging Markets Equity Fund

SCHEDULE OF INVESTMENTS (Continued)

April 30, 2010 (Unaudited)

			Fair
	Shares		Value
PREFERRED STOCKS – 7.13%
Brazil – 7.13%
Banco Bradesco SA – ADR (b)		3,550	$	66,101
Companhia Energetica de Minas Gerais – ADR (b)		2,046		33,043
Itau Unibanco Holding SA – ADR (b)		3,051		66,146
Ultrapar Participacoes SA (b)		1,378		64,966
Usinas Siderurgicas de Minas Gerais SA – ADR (b)		1,152		37,650
Vale SA – ADR (b)		9,973		268,373
TOTAL PREFERRED STOCKS
(Cost $393,753)				536,279
EXCHANGE-TRADED FUNDS – 12.08%
Vanguard Emerging Markets ETF		21,584		907,823
TOTAL EXCHANGE-TRADED FUNDS
(Cost $717,199)				907,823
SHORT-TERM INVESTMENTS – 1.70%
Investment Companies – 1.70%
AIM Liquid Assets – Institutional Class, 0.15% (d)		38,497		38,497
Fidelity Institutional Money
Market Portfolio – Select Class, 0.16% (d)		89,147		89,147
TOTAL SHORT-TERM INVESTMENTS
(Cost $127,644)				127,644
Total Investments (Cost $6,192,246) – 98.93%				7,436,113
Other Assets in Excess of Liabilities – 1.07%				80,387
TOTAL NET ASSETS – 100.00%			$	7,516,500

FOOTNOTES

Percentages are stated as a percent of net assets.

ADR American Depository Receipt

GDR Global Depository Receipt

(a) Non-income producing security

(b) Foreign Issued Security

(c) Restricted security under Rule 144A of the Securities Act of 1933.

(d) Rate shown is the 7-day yield as of April 30, 2010.

(e) Fractional share

The accompanying notes are an integral part of these financial statements.

33

ActivePassive Emerging Markets Equity Fund

PORTFOLIO DIVERSIFICATION

April 30, 2010 (Unaudited)

	Fair
	Value		Percentage
Consumer Discretionary	$	635,824		8.46	%
Consumer Staples		413,114		5.50	%
Energy		950,152		12.64	%
Financials		1,092,141		14.53	%
Health Care		30,070		0.40	%
Industrials		429,295		5.71	%
Information Technology		1,017,697		13.54	%
Materials		898,992		11.96	%
Telecommunication Services		397,082		5.28	%
Total Foreign Common Stocks		5,864,367		78.02	%
Total Foreign Preferred Stocks		536,279		7.13	%
Total Exchange-Traded Funds		907,823		12.08	%
Total Short-Term Investments		127,644		1.70	%
Total Investments		7,436,113		98.93	%
Other Assets in Excess of Liabilities		80,387		1.07	%
Total Net Assets	$	7,516,500		100.00	%

The accompanying notes are an integral part of these financial statements.

34

ActivePassive Global Bond Fund

SCHEDULE OF INVESTMENTS

April 30, 2010 (Unaudited)

			Fair
	Shares		Value
EXCHANGE-TRADED FUNDS – 41.12%
SPDR Barclays Capital International
Treasury Bond ETF		35,407	$	1,952,696
Vanguard Total Bond Market ETF		24,466		1,952,876
TOTAL EXCHANGE-TRADED FUNDS
(Cost $3,874,963)				3,905,572
OPEN-END FUNDS – 56.84%
Loomis Sayles Global Bond Fund		251,984		4,051,908
Oppenheimer International Bond Fund		209,126		1,346,771
TOTAL OPEN-END FUNDS
(Cost $5,282,047)				5,398,679
SHORT-TERM INVESTMENTS – 2.24%
Investment Companies – 2.24%
Fidelity Institutional Money
Market Portfolio – Select Class, 0.16% (a)		213,183		213,183
TOTAL SHORT-TERM INVESTMENTS
(Cost $213,183)				213,183
Total Investments (Cost $9,370,193) – 100.20%				9,517,434
Liabilities in Excess of Other Assets – (0.20)%				(18,801	)
TOTAL NET ASSETS – 100.00%			$	9,498,633

FOOTNOTES

Percentages are stated as a percent of net assets.

(a)Rate shown is the 7-day yield as of April 30, 2010.

The accompanying notes are an integral part of these financial statements.

35

ActivePassive Intermediate Taxable Bond Fund

SCHEDULE OF INVESTMENTS

April 30, 2010 (Unaudited)

	Principal		Fair
	Amount		Value
ASSET BACKED SECURITIES – 3.14%
Capital Auto Receivables Asset Trust.,
4.68%, 10/15/2012	$	43,296	$	44,446
Capital One Multi-Asset Execution Trust.,
4.05%, 03/15/2013		40,000		40,060
Chase Issuance Trust, 0.302%, 07/15/2014		85,000		84,745
Chrysler Financial Auto Securitization,
2.82%, 01/15/2016		70,000		71,546
Daimler Chrysler Auto Trust, 4.71%, 09/08/2012		60,000		61,384
Honda Auto Receivables Owner Trust,
5.11%, 04/15/2012		12,756		12,781
Household Automotive Trust, 5.33%, 11/17/2013		45,000		46,483
Hyundai Auto Receivables Trust.,
2.03%, 08/15/2013		40,000		40,556
MBNA Master Credit Card Trust,
0.39%, 08/15/2014		40,000		39,918
Nissan Auto Lease Trust.,
2.07%, 01/15/2015		25,000		25,316
2.92%, 12/15/2011		25,000		25,409
USAA Auto Owner Trust, 1.54%, 02/18/2014		40,000		40,271
World Omni Auto Receivables Trust,
2.21%, 05/15/2015		60,000		60,319
TOTAL ASSET BACKED SECURITIES
(Cost $591,587)				593,234
CORPORATE BONDS – 12.17%
Finance and Insurance – 5.11%
AMB Property LP, 7.50%, 06/30/2018		35,000		39,237
American International Group, Inc.,
5.85%, 01/16/2018		20,000		18,645
Bank of America Corp.,
5.75%, 08/15/2016		30,000		30,822
7.375%, 05/15/2014		40,000		45,093
7.625%, 06/01/2019		60,000		68,606
BB&T Corp.,
3.10%, 07/28/2011		40,000		40,798
3.95%, 04/29/2016		60,000		60,335

The accompanying notes are an integral part of these financial statements.

36

ActivePassive Intermediate Taxable Bond Fund

SCHEDULE OF INVESTMENTS (Continued)

April 30, 2010 (Unaudited)

	Principal		Fair
	Amount		Value
CORPORATE BONDS – 12.17% (Continued)
Finance and Insurance – 5.11% (Continued)
Caterpillar Financial Services Corp.,
4.85%, 12/07/2012	$	20,000	$	21,587
The Charles Schwab Corp., 4.95%, 06/01/2014		45,000		48,427
General Electric Capital Corp.,
5.40%, 02/15/2017		50,000		53,115
5.45%, 01/15/2013		60,000		65,103
Goldman Sachs Group, Inc., 5.75%, 10/01/2016		30,000		31,095
HSBC Finance Corp., 5.00%, 06/30/2015		55,000		58,152
JPMorgan Chase & Co., 3.70%, 01/20/2015		70,000		71,509
MetLife, Inc.,
6.75%, 06/01/2016		25,000		28,469
6.817%, 08/15/2018		15,000		16,924
National Rural Utilities Cooperative Finance Corp.,
7.25%, 03/01/2012		20,000		22,116
PNC Financial Services Group, Inc.,
6.00%, 12/07/2017		35,000		37,290
Prudential Financial, Inc., 5.15%, 01/15/2013		35,000		37,279
Santander Central Hispano Issuances Ltd.,
7.625%, 09/14/2010 (a)		20,000		20,471
UnitedHealth Group, Inc., 4.875%, 04/01/2013		25,000		26,822
Wachovia Corp., 5.75%, 06/15/2017		35,000		37,767
Wells Fargo & Co., 4.375%, 01/31/2013		80,000		84,622
				964,284
Information – 1.93%
AT&T, Inc.,
5.50%, 02/01/2018		45,000		48,563
5.625%, 06/15/2016		55,000		61,167
Comcast Corp., 5.70%, 07/01/2019		50,000		53,352
Verizon Communications, Inc., 5.55%, 02/15/2016		65,000		71,676
Vodafone Group Plc,
5.00%, 12/16/2013 (a)		50,000		54,177
5.375%, 01/30/2015 (a)		70,000		75,946
				364,881

The accompanying notes are an integral part of these financial statements.

37

ActivePassive Intermediate Taxable Bond Fund

SCHEDULE OF INVESTMENTS (Continued)

April 30, 2010 (Unaudited)

	Principal		Fair
	Amount		Value
CORPORATE BONDS – 12.17% (Continued)
Manufacturing – 1.97%
The Boeing Co., 6.10%, 03/01/2011	$	20,000	$	20,913
Coca-Cola Enterprises Inc.,
5.00%, 08/15/2013		25,000		27,414
7.375%, 03/03/2014		25,000		29,472
Conagra Foods, Inc., 5.875%, 04/15/2014		30,000		33,352
ConocoPhillips, 5.625%, 10/15/2016 (a)		35,000		39,660
E.I. Du Pont De Nemours & Co.,
5.875%, 01/15/2014		34,000		38,147
General Mills Inc., 6.00%, 02/15/2012		45,000		48,730
H.J. Heinz Co., 6.625%, 07/15/2011		35,000		37,288
Kraft Foods Inc., 5.625%, 11/01/2011		35,000		37,081
Valero Energy Corp., 9.375%, 03/15/2019		30,000		36,860
Wyeth, 5.50%, 02/01/2014		20,000		22,206
				371,123
Mining – 1.08%
Barrick Gold Finance Co.,
4.875%, 11/15/2014		30,000		32,072
6.125%, 09/15/2013		30,000		33,542
Bhp Billiton Ltd., 6.50%, 04/01/2019 (a)		20,000		23,208
Enterprise Products Operations LLC,
6.50%, 01/31/2019		25,000		28,125
Marathon Oil Corp., 6.50%, 02/15/2014		35,000		39,544
Occidental Petroleum Corp., 7.00%, 11/01/2013		20,000		23,321
Rio Tinto Financial USA Ltd.,
8.95%, 05/01/2014 (a)		20,000		24,253
				204,065
Professional, Scientific, and
Technical Services – 0.24%
Electronic Data Systems Corp., 6.00%, 08/01/2013		40,000		44,908

The accompanying notes are an integral part of these financial statements.

38

ActivePassive Intermediate Taxable Bond Fund

SCHEDULE OF INVESTMENTS (Continued)

April 30, 2010 (Unaudited)

	Principal		Fair
	Amount		Value
CORPORATE BONDS – 12.17% (Continued)
Retail Trade – 0.56%
CVS Caremark Corp., 6.125%, 08/15/2016	$	35,000	$	39,022
Kroger Co.,
5.00%, 04/15/2013		15,000		16,062
7.50%, 01/15/2014		15,000		17,472
Safeway, Inc., 6.25%, 03/15/2014		30,000		33,652
				106,208
Transportation and Warehousing – 0.32%
CSX Corp., 5.75%, 03/15/2013		15,000		16,372
Norfolk Southern Corp., 5.75%, 01/15/2016		40,000		44,699
				61,071
Utilities – 0.96%
Alabama Power Co., 4.85%, 12/15/2012		20,000		21,681
Columbus Southern Power Co., 5.50%, 03/01/2013		25,000		27,163
Dominion Resources Inc., 5.00%, 03/15/2013		35,000		37,789
Midamerican Energy Holdings, 5.75%, 04/01/2018		30,000		32,603
Peco Energy Co., 4.75%, 10/01/2012		20,000		21,578
Sempra Energy, 6.50%, 06/01/2016		35,000		39,844
				180,658
TOTAL CORPORATE BONDS
(Cost $2,209,587)				2,297,198
FOREIGN GOVERNMENT
AGENCY ISSUES – 0.23%
European Investment Bank, 4.25%, 07/15/2013 (a)		40,000		42,946
TOTAL FOREIGN GOVERNMENT
AGENCY ISSUES
(Cost $42,273)				42,946

The accompanying notes are an integral part of these financial statements.

39

ActivePassive Intermediate Taxable Bond Fund

SCHEDULE OF INVESTMENTS (Continued)

April 30, 2010 (Unaudited)

	Principal		Fair
	Amount		Value
U.S. GOVERNMENT
AGENCY ISSUES – 9.07%
Mortgage Backed Securities – 9.07%
FAMCA, 6.71%, 07/28/2014	$	20,000	$	23,536
FHLB, 1.625%, 07/27/2011		70,000		70,794
FHLB, 3.625%, 09/16/2011		200,000		208,063
FHLB, 5.00%, 11/17/2017		215,000		235,746
FHLMC, 2.125%, 09/21/2012		450,000		457,677
FHLMC, Pool 1G0731, 5.381%, 02/01/2036		17,610		18,503
FNMA, 2.625%, 11/20/2014		335,000		338,135
FNMA, Pool 888763, 5.205%, 10/01/2037 (b)		65,824		69,193
FNMA, Pool 956080, 5.50%, 01/01/2038		40,113		42,311
FNMA, Pool AA0281, 5.50%, 04/01/2039		31,679		33,412
FNMA, Pool 913253, 5.859%, 03/01/2037 (b)		96,447		101,601
FNMA, Pool 963705, 6.00%, 06/01/2038		34,955		37,213
FNMA, Pool 899717, 6.00%, 09/01/2037		54,082		57,610
GNMA, Pool 781468, 6.50%, 07/15/2032		7,921		8,738
GNMA, Pool 781159, 7.50%, 04/15/2030		5,747		6,499
GNMA, Pool 543435, 7.50%, 11/15/2030		436		493
GNMA, Pool 781187, 8.00%, 06/15/2030		1,712		1,972
TOTAL U.S. GOVERNMENT AGENCY ISSUES
(Cost $1,681,093)				1,711,496
U.S. TREASURY OBLIGATIONS – 17.88%
U.S. Treasury Inflation Index – 1.45%
2.00%, 01/15/2014		46,920		50,296
2.625%, 07/15/2017		198,694		223,143
				273,439
U.S. Treasury Note – 16.43%
1.00%, 10/31/2011		295,000		296,291
1.375%, 02/15/2013		610,000		609,619
1.50%, 10/31/2010		295,000		296,821
1.75%, 11/15/2011		75,000		76,198
2.25%, 01/31/2015		475,000		473,293
2.75%, 02/28/2013		255,000		264,622

The accompanying notes are an integral part of these financial statements.

40

ActivePassive Intermediate Taxable Bond Fund

SCHEDULE OF INVESTMENTS (Continued)

April 30, 2010 (Unaudited)

	Principal		Fair
	Amount		Value
U.S. TREASURY OBLIGATIONS – 17.88%
(Continued)
U.S. Treasury Note – 16.43% (Continued)
2.75%, 02/15/2019	$	835,000	$	786,792
3.25%, 05/31/2016		290,000		296,638
				3,100,274
TOTAL U.S. TREASURY OBLIGATIONS
(Cost $3,359,694)				3,373,713
	Shares
EXCHANGE-TRADED FUNDS – 52.46%
Vanguard Total Bond Market ETF		124,024		9,899,596
TOTAL EXCHANGE-TRADED FUNDS
(Cost $9,662,239)				9,899,596
SHORT-TERM INVESTMENTS – 4.50%
Investment Companies – 4.50%
Fidelity Institutional Money
Market Portfolio – Select Class, 0.16% (c)		848,247		848,247
TOTAL SHORT-TERM INVESTMENTS
(Cost $848,247)				848,247
Total Investments (Cost $18,394,720) – 99.45%				18,766,430
Other Assets in Excess of Liabilities – 0.55%				102,857
TOTAL NET ASSETS – 100.00%			$	18,869,287

FOOTNOTES

Percentages are stated as a percent of net assets.

FAMCA  Federal Agricultural Mortgage Corp.

FHLB  Federal Home Loan Bank

FHLMC  Federal Home Loan Mortgage Corp.

FNMA  Federal National Mortgage Assoc.

GNMA  Government National Mortgage Assoc.

(a) Foreign Issued Security

(b) Variable rate securities, the coupon rate shown is the effective interest rate as of April 30, 2010.

(c) Rate shown is the 7-day yield as of April 30, 2010.

The accompanying notes are an integral part of these financial statements.

41

ActivePassive Intermediate Municipal Bond Fund

SCHEDULE OF INVESTMENTS

April 30, 2010 (Unaudited)

	Principal		Fair
	Amount		Value
MUNICIPAL BONDS – 51.57%
Arizona – 0.97%
City of Phoenix Civic Improvement Corporation,
5.50%, 07/01/2018	$	125,000	$	145,976
California – 8.83%
California Health Facilities Financing Authority,
5.50%, 07/01/2025		200,000		205,538
San Francisco Bay Area Toll Authority,
5.00%, 04/01/2021		250,000		271,230
State of California Department of Water Resources,
5.00%, 05/01/2018		100,000		114,419
State of California Economic Recovery,
5.00%, 07/01/2020		150,000		166,372
State of California Various Purpose,
5.00%, 03/01/2026		300,000		305,283
5.25%, 04/01/2022		100,000		107,346
The Regents of the University of
California Limited Project, 5.00%, 05/15/2021		150,000		161,229
				1,331,417
Colorado – 0.70%
Colorado Regional Transportation District,
5.00%, 12/01/2021		100,000		106,139
Connecticut – 1.96%
State of Connecticut Health & Education
Facilities Authority, 5.50%, 11/01/2016		250,000		295,982
Florida – 3.05%
Florida State Turnpike Authority,
5.00%, 07/01/2020		150,000		156,493
State of Florida Board of Education,
5.00%, 06/01/2022		125,000		134,871
State of Florida Department of Transportation,
5.25%, 07/01/2015		150,000		168,418
				459,782

The accompanying notes are an integral part of these financial statements.

42

ActivePassive Intermediate Municipal Bond Fund

SCHEDULE OF INVESTMENTS (Continued)

April 30, 2010 (Unaudited)

	Principal		Fair
	Amount		Value
MUNICIPAL BONDS – 51.57% (Continued)
Georgia – 2.49%
Metropolitan Atlanta Rapid Transit Authority,
5.00%, 07/01/2017	$	125,000	$	141,159
State of Georgia General Obligation,
5.00%, 07/01/2018		200,000		234,262
				375,421
Illinois – 2.39%
State of Illinois, Build Illinois, 5.00%, 06/15/2022		200,000		216,248
University of Illinois, 5.50%, 04/01/2019		125,000		144,293
				360,541
Iowa – 0.56%
State of Iowa IJOBS Program, 5.00%, 06/01/2016		75,000		84,154
Massachusetts – 3.93%
Massachusetts Bay Transportation Authority,
5.00%, 07/01/2024		400,000		457,832
Massachusetts Water Pollution Abatement Trust,
5.00%, 08/01/2018		125,000		135,200
				593,032
Michigan – 2.49%
Michigan State Hospital Finance Authority,
5.00%, 11/15/2021		200,000		216,208
Michigan State Trunk Line Fund,
5.00%, 09/01/2019		150,000		159,856
				376,064
New Jersey – 1.10%
New Jersey Economic Development Authority,
5.00%, 03/01/2017		150,000		164,976
New Mexico – 0.77%
State of New Mexico, 5.00%, 03/01/2018		100,000		116,270

The accompanying notes are an integral part of these financial statements.

43

ActivePassive Intermediate Municipal Bond Fund

SCHEDULE OF INVESTMENTS (Continued)

April 30, 2010 (Unaudited)

	Principal		Fair
	Amount		Value
MUNICIPAL BONDS – 51.57% (Continued)
New York – 7.12%
City of New York General Obligation,
5.00%, 08/01/2022	$	400,000	$	440,356
New York City Transitional Finance Authority,
5.00%, 08/01/2020		125,000		138,822
New York State Metropolitan Transportation
Authority, 5.25%, 11/15/2024		200,000		218,482
New York State Thruway Authority
5.00%, 04/01/2017		100,000		112,189
5.00%, 03/15/2021		150,000		163,316
				1,073,165
North Carolina – 1.30%
North Carolina Eastern Municipal Power Agency,
5.25%, 01/01/2020		50,000		54,256
State of North Carolina Capital Improvement,
5.00%, 05/01/2021		125,000		140,998
				195,254
Ohio – 2.66%
State of Ohio General Obligation,
5.00%, 08/01/2017		350,000		401,359
Oklahoma – 1.50%
Oklahoma Water Resources Board,
5.00%, 04/01/2022		200,000		226,374
Oregon – 2.68%
State of Oregon Department of Administrative
Services, 5.00%, 04/01/2019		350,000		403,750
Texas – 3.70%
City of Houston Texas Combined Utility System,
5.25%, 05/15/2015		150,000		167,174
5.25%, 05/15/2017		100,000		113,146
Texas Transportation Commission State Highway,
5.00%, 04/01/2018		100,000		112,533

The accompanying notes are an integral part of these financial statements.

44

ActivePassive Intermediate Municipal Bond Fund

SCHEDULE OF INVESTMENTS (Continued)

April 30, 2010 (Unaudited)

	Principal		Fair
	Amount		Value
MUNICIPAL BONDS – 51.57% (Continued)
Texas – 3.70% (Continued)
University of Texas System Board of Regents
5.00%, 08/15/2022	$	150,000	$	165,654
				558,507
Utah – 1.06%
Intermountain Power Agency of Utah,
5.25%, 07/01/2020		150,000		159,711
Washington – 2.31%
Energy Northwest,
5.00%, 07/01/2016		125,000		143,184
5.50%, 07/01/2017		185,000		204,939
				348,123
TOTAL MUNICIPAL BONDS
(Cost $7,573,450)				7,775,997
	Shares
EXCHANGE-TRADED FUNDS – 45.14%
iShares S&P National Municipal Bond Fund		32,677		3,404,617
SPDR Barclays Capital Municipal Bond ETF		148,658		3,402,782
TOTAL EXCHANGE-TRADED FUNDS
(Cost $6,578,602)				6,807,399
SHORT-TERM INVESTMENTS – 1.70%
Investment Companies – 1.70%
Fidelity Institutional Tax-Exempt
Portfolio – Institutional Class, 0.12% (a)		255,611		255,611
TOTAL SHORT-TERM INVESTMENTS
(Cost $255,611)				255,611
Total Investments  (Cost $14,407,663) – 98.41%				14,839,007
Other Assets in Excess of Liabilities – 1.59%				240,027
TOTAL NET ASSETS – 100.00%			$	15,079,034

FOOTNOTES

Percentages are stated as a percent of net assets.

(a)Rate shown is the 7-day yield as of April 30, 2010.

The accompanying notes are an integral part of these financial statements.

45

ActivePassive Funds

STATEMENTS OF ASSETS AND LIABILITIES

April 30, 2010 (Unaudited)

	Large Cap		Large Cap		Small/Mid		Small/Mid
	Growth		Value		Cap Growth		Cap Value
	Fund		Fund		Fund		Fund
ASSETS:
Investments, at fair value
(cost $19,801,598, $17,162,235,   $8,235,793, $7,256,124, $13,763,055,   $6,192,246, $9,370,193, $18,394,720
and $14,407,663, respectively)	$	22,703,592	$	18,897,209	$	10,732,662	$	9,411,883
Foreign currencies, at fair value
(cost $0, $0, $0, $0, $72,418,
$3,932, $0, $0 and $0, respectively)		—		—		—		—
Cash		484		—		—		—
Dividends and interest receivable		2,779		6,187		53		2,979
Receivable for fund shares sold		371,648		320,961		164,365		124,792
Receivable for securities sold		—		—		54,065		120,566
Receivable for foreign currencies		—		—		—		—
Receivable from Advisor		—		—		8,325		12,501
Prepaid expenses and other assets		11,098		11,409		10,616		9,990
Other receivable		—		—		—		—
Total Assets		23,089,601		19,235,766		10,970,086		9,682,711
LIABILITIES:
Payable for securities purchased		288,160		413,772		40,425		112,321
Payable for fund shares redeemed		5,109		3,797		21,478		15,656
Payable for foreign currencies		—		—		—		—
Payable to Advisor		3,838		366		—		—
Distribution fees payable		4,378		3,660		2,227		1,955
Accrued administration expense		2,456		2,243		2,441		2,441
Accrued custody expense		1,421		1,223		1,483		3,641
Accrued compliance fees		1,441		1,022		1,441		1,441
Accrued fund accounting expense		5,347		4,307		5,813		5,324
Accrued service fees		1,751		1,464		891		782
Accrued transfer agent expense		3,265		2,686		2,872		2,633
Accrued expenses and other liabilities		9,086		10,954		9,880		12,030
Total Liabilities		326,252		445,494		88,951		158,224
NET ASSETS	$	22,763,349	$	18,790,272	$	10,881,135	$	9,524,487

The accompanying notes are an integral part of these financial statements.

46

ActivePassive Funds

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

April 30, 2010 (Unaudited)

		Emerging				Intermediate		Intermediate
International		Markets		Global Bond		Taxable		Municipal
Equity Fund		Equity Fund		Fund		Bond Fund		Bond Fund
$	16,587,765	$	7,436,113	$	9,517,434	$	18,766,430	$	14,839,007
	102,882		3,928		—		—		—
	—		75		4,248		8		—
	39,460		11,031		373		62,406		99,949
	261,343		52,984		—		310,436		149,892
	37,196		29,133		150,428		295		—
	29,365		—		—		—		—
	16,407		14,450		11,227		7,183		5,378
	10,968		10,147		10,987		11,834		10,551
	171		—		—		—		—
	17,085,557		7,557,861		9,694,697		19,158,592		15,104,777
	51,364		—		167,204		255,734		—
	33,326		6,353		1,834		4,478		1,450
	77,804		—		—		—		—
	—		—		—		—		—
	3,538		1,582		1,841		3,622		3,076
	2,440		2,410		2,227		2,416		2,416
	14,807		7,648		3,260		1,098		758
	1,442		1,440		921		1,440		1,343
	6,759		6,446		3,985		6,549		5,733
	1,415		633		737		1,449		1,231
	2,712		2,532		2,562		2,412		1,591
	9,314		12,317		11,493		10,107		8,145
	204,921		41,361		196,064		289,305		25,743
$	16,880,636	$	7,516,500	$	9,498,633	$	18,869,287	$	15,079,034

The accompanying notes are an integral part of these financial statements.

47

ActivePassive Funds

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

April 30, 2010 (Unaudited)

	Large Cap			Large Cap			Small/Mid			Small/Mid
	Growth			Value			Cap Growth			Cap Value
	Fund			Fund			Fund			Fund
NET ASSETS CONSIST OF:
Capital stock	$	20,253,709		$	17,311,759		$	10,125,245		$	9,316,266
Accumulated net
investment income (loss)		(16,791	)		25,712			(19,205	)		(2,656	)
Accumulated net realized
gain (loss) on investments		(375,563	)		(282,173	)		(1,721,774	)		(1,944,882	)
Unrealized net
appreciation (depreciation) on:
Investments		2,901,994			1,734,974			2,496,869			2,155,759
Foreign currency related transactions		—			—			—			—
Total Net Assets	$	22,763,349		$	18,790,272		$	10,881,135		$	9,524,487
NET ASSETS
Shares issued and outstanding
(Unlimited number of beneficial
interest authorized, $0.01 par value)		1,775,884			1,591,833			918,150			762,256
Net asset value,
redemption price per share	$	12.82		$	11.80		$	11.85		$	12.50
Maximum offering price per share
(net asset value divided by 94.25%)	$	13.60		$	12.52		$	12.57		$	13.26

The accompanying notes are an integral part of these financial statements.

48

ActivePassive Funds

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

April 30, 2010 (Unaudited)

			Emerging						Intermediate		Intermediate
International			Markets			Global Bond			Taxable		Municipal
Equity Fund			Equity Fund			Fund			Bond Fund		Bond Fund
$	17,981,334		$	7,314,816		$	9,423,140		$	18,473,437	$	14,602,218
	(2,125	)		(6,732	)		(261	)		229		762
	(3,923,993	)		(1,035,651	)		(71,487	)		23,911		44,710
	2,824,710			1,244,071			147,241			371,710		431,344
	710			(4	)		—			—		—
$	16,880,636		$	7,516,500		$	9,498,633		$	18,869,287	$	15,079,034
	1,494,647			561,871			606,787			1,211,679		974,393
$	11.29		$	13.38		$	15.65		$	15.57	$	15.48
$	11.98		$	14.20		$	16.60		$	16.52	$	16.42

The accompanying notes are an integral part of these financial statements.

49

ActivePassive Funds

STATEMENTS OF OPERATIONS

For the Six Months Ended April 30, 2010 (Unaudited)

	Large Cap			Large Cap			Small/Mid			Small/Mid
	Growth			Value			Cap Growth			Cap Value
	Fund			Fund			Fund			Fund
INVESTMENT INCOME:
Dividend income(1)	$	89,447		$	151,543		$	52,750		$	100,779
Interest income		674			590			180			150
Total investment income		90,121			152,133			52,930			100,929
EXPENSES:
Investment advisory fees (Note 3)		57,470			49,221			38,472			33,857
Administration fees (Note 3)		14,876			13,636			14,876			14,876
Distribution fees (Note 4)		18,709			15,832			9,070			7,088
Service fees (Note 5)		1,038			800			250			203
Fund accounting fees (Note 3)		15,948			12,408			16,960			16,067
Audit fees		8,912			8,912			8,912			8,911
Federal and state registration fees		8,072			7,969			7,977			7,733
Transfer agent fees and expenses (Note 3)		10,762			10,216			10,216			9,113
Chief Compliance Officer
fees and expenses (Note 3)		4,186			2,700			4,187			4,187
Legal fees		2,232			2,232			2,414			2,232
Trustees’ fees and expenses		3,224			3,224			3,224			3,224
Custody fees (Note 3)		4,022			3,989			4,451			8,641
Other		3,410			4,406			4,226			4,424
Total expenses before
reimbursement from Advisor		152,861			135,545			125,235			120,556
Expense reimbursement
from advisor (Note 3)		(53,247	)		(56,792	)		(53,100	)		(61,306	)
Net expenses		99,614			78,753			72,135			59,250
NET INVESTMENT INCOME (LOSS)		(9,493	)		73,380			(19,205	)		41,679
REALIZED AND
UNREALIZED GAIN (LOSS):
Net realized gain (loss) on:
Investments		(59,257	)		47,338			652,630			50,896
Foreign currency related transactions		—			—			—			—
Capital gain distributions from
regulated investment companies		—			—			—			—
Change in unrealized
appreciation (depreciation) on:
Investments		2,248,729			1,490,762			1,578,253			1,475,819
Foreign currency related transactions		—			—			—			—
Net realized and unrealized gain (loss)		2,189,472			1,538,100			2,230,883			1,526,715
NET INCREASE (DECREASE) IN
NET ASSETS RESULTING
FROM OPERATIONS	$	2,179,979		$	1,611,480		$	2,211,678		$	1,568,394

(1) Net of foreign taxes withheld of $0, $0, $0, $0, $10,098, $3,607, $0, $0 and $0, respectively.

The accompanying notes are an integral part of these financial statements.

50

ActivePassive Funds

STATEMENTS OF OPERATIONS (Continued)

For the Six Months Ended April 30, 2010 (Unaudited)

			Emerging						Intermediate			Intermediate
International			Markets			Global Bond			Taxable			Municipal
Equity Fund			Equity Fund			Fund			Bond Fund			Bond Fund
$	237,741		$	55,414		$	129,695		$	135,423		$	146,624
	759			218			104			89,488			113,450
	238,500			55,632			129,799			224,911			260,074
	63,491			34,701			27,315			42,995			43,129
	14,876			14,876			13,636			14,876			14,876
	13,421			3,239			7,541			14,438			11,056
	268			60			265			526			132
	20,728			19,637			11,664			20,828			18,362
	8,912			8,911			8,911			8,911			8,912
	8,048			7,763			7,773			8,222			8,024
	10,399			9,172			7,572			8,396			5,089
	4,188			4,187			2,700			4,187			4,188
	2,480			2,232			2,232			2,480			3,471
	3,224			3,223			3,224			3,224			3,224
	47,631			16,389			9,224			2,677			2,083
	5,620			3,558			3,651			4,399			5,381
	203,286			127,948			105,708			136,159			127,927
	(100,114	)		(69,504	)		(62,004	)		(64,500	)		(56,046	)
	103,172			58,444			43,704			71,659			71,881
	135,328			(2,812	)		86,095			153,252			188,193
	(88,622	)		88,731			—			31,496			57,623
	5,696			(2,216	)		—			—			—
	23,364			—			6,994			—			—
	658,624			670,204			(116,796	)		60,182			164,825
	167			(14	)		—			—			—
	599,229			756,705			(109,802	)		91,678			222,448
$	734,557		$	753,893		$	(23,707	)	$	244,930		$	410,641

The accompanying notes are an integral part of these financial statements.

51

ActivePassive Funds

STATEMENTS OF CHANGES IN NET ASSETS

	Large Cap Growth Fund						Large Cap Value Fund
	Six Months						Six Months
	Ended			Year			Ended			Year
	April 30,			ended			April 30,			ended
	2010			October 31,			2010			October 31,
	(Unaudited)			2009			(Unaudited)			2009
OPERATIONS:
Net investment income (loss)	$	(9,493	)	$	2,164		$	73,380		$	73,586
Net realized gain (loss) on investments		(59,257	)		(259,529	)		47,338			(249,118	)
Change in unrealized
appreciation (depreciation) on securities		2,248,729			1,410,248			1,490,762			1,047,846
Net increase (decrease) in net assets
resulting from operations		2,179,979			1,152,883			1,611,480			872,314
DISTRIBUTIONS TO
SHAREHOLDERS FROM:
Net investment income		(9,462	)		—			(104,542	)		(37,998	)
Net realized gains		—			—			—			—
Total distributions		(9,462	)		—			(104,542	)		(37,998	)
CAPITAL SHARE TRANSACTIONS:
Proceeds from shares subscribed		13,489,087			7,895,472			11,186,065			6,801,232
Dividends reinvested		9,210			—			101,555			29,315
Cost of shares redeemed		(1,630,513	)		(2,580,587	)		(2,002,751	)		(2,098,204	)
Net increase (decrease) in net assets
derived from capital share transactions		11,867,784			5,314,885			9,284,869			4,732,343
TOTAL INCREASE IN NET ASSETS		14,038,301			6,467,768			10,791,807			5,566,659
NET ASSETS:
Beginning of period		8,725,048			2,257,280			7,998,465			2,431,806
End of period	$	22,763,349		$	8,725,048		$	18,790,272		$	7,998,465
Accumulated net investment
income (loss), end of period	$	(16,791	)	$	2,164		$	25,712		$	56,874
CHANGES IN SHARES OUTSTANDING:
Shares sold		1,119,199			801,737			932,880			723,357
Shares issued to holders as
reinvestment of dividends		1,526			—			73,148			3,166
Shares redeemed		(135,395	)		(241,435	)		(179,531	)		(204,158	)
Net increase (decrease)
in shares outstanding		985,330			560,302			826,497			522,365

The accompanying notes are an integral part of these financial statements.

52

ActivePassive Funds

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	Small/Mid Cap Growth Fund						Small/Mid Cap Value Fund
	Six Months						Six Months
	Ended			Year			Ended			Year
	April 30,			ended			April 30,			ended
	2010			October 31,			2010			October 31,
	(Unaudited)			2009			(Unaudited)			2009
OPERATIONS:
Net investment income (loss)	$	(19,205	)	$	(37,559	)	$	41,679		$	80,294
Net realized gain (loss) on investments		652,630			(2,193,365	)		50,896			(1,350,090	)
Change in unrealized
appreciation (depreciation) on securities		1,578,253			2,868,625			1,475,819			1,899,886
Net increase (decrease) in net assets
resulting from operations		2,211,678			637,701			1,568,394			630,090
DISTRIBUTIONS TO
SHAREHOLDERS FROM:
Net investment income		—			—			(90,976	)		(33,576	)
Net realized gains		—			—			—			—
Total distributions		—			—			(90,976	)		(33,576	)
CAPITAL SHARE TRANSACTIONS:
Proceeds from shares subscribed		6,385,057			4,060,888			5,197,315			3,114,619
Dividends reinvested		—			—			80,521			24,417
Cost of shares redeemed		(5,159,138	)		(1,300,631	)		(3,945,764	)		(1,024,307	)
Net increase (decrease) in net assets
derived from capital share transactions		1,225,919			2,760,257			1,332,072			2,114,729
TOTAL INCREASE IN NET ASSETS		3,437,597			3,397,958			2,809,490			2,711,243
NET ASSETS:
Beginning of period		7,443,538			4,045,580			6,714,997			4,003,754
End of period	$	10,881,135		$	7,443,538		$	9,524,487		$	6,714,997
Accumulated net investment
income (loss), end of period	$	(19,205	)	$	—		$	(2,656	)	$	46,641
CHANGES IN SHARES OUTSTANDING:
Shares sold		604,813			471,124			444,359			325,452
Shares issued to holders as
reinvestment of dividends		—			—			13,877			2,725
Shares redeemed		(477,118	)		(137,892	)		(337,757	)		(97,727	)
Net increase (decrease)
in shares outstanding		127,695			333,232			120,479			230,450

The accompanying notes are an integral part of these financial statements.

53

ActivePassive Funds

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	International Equity Fund						Emerging Markets Equity Fund
	Six Months						Six Months
	Ended			Year			Ended			Year
	April 30,			ended			April 30,			ended
	2010			October 31,			2010			October 31,
	(Unaudited)			2009			(Unaudited)			2009
OPERATIONS:
Net investment income (loss)	$	135,328		$	67,483		$	(2,812	)	$	41,323
Net realized gain (loss) on investments
and foreign currency related transactions		(82,926	)		(3,583,122	)		86,515			(512,624	)
Capital gains distributions from
regulated investment companies		23,364			—			—			—
Change in unrealized
appreciation (depreciation) on securities		658,791			6,061,609			670,190			2,865,852
Net increase (decrease) in net assets
resulting from operations		734,557			2,545,970			753,893			2,394,551
DISTRIBUTIONS TO
SHAREHOLDERS FROM:
Net investment income		(164,062	)		(117,032	)		(31,604	)		(41,469	)
Net realized gains		—			—			—			—
Total distributions		(164,062	)		(117,032	)		(31,604	)		(41,469	)
CAPITAL SHARE TRANSACTIONS:
Proceeds from shares subscribed		9,853,272			6,290,530			1,947,972			1,602,980
Dividends reinvested		145,354			85,227			25,277			29,698
Cost of shares redeemed		(7,231,932	)		(2,181,186	)		(1,767,761	)		(621,305	)
Redemption fee		—			172			—			39
Net increase (decrease) in net assets
derived from capital share transactions		2,766,694			4,194,743			205,488			1,011,412
TOTAL INCREASE IN NET ASSETS		3,337,189			6,623,681			927,777			3,364,494
NET ASSETS:
Beginning of period		13,543,447			6,919,766			6,588,723			3,224,229
End of period	$	16,880,636		$	13,543,447		$	7,516,500		$	6,588,723
Accumulated net investment
income (loss), end of period	$	(2,125	)	$	26,609		$	(6,732	)	$	27,684
CHANGES IN SHARES OUTSTANDING:
Shares sold		861,581			666,767			149,058			166,981
Shares issued to holders as
reinvestment of dividends		25,668			9,740			3,896			4,019
Shares redeemed		(639,198	)		(207,880	)		(135,219	)		(55,002	)
Net increase (decrease)
in shares outstanding		248,051			468,627			17,735			115,998

The accompanying notes are an integral part of these financial statements.

54

ActivePassive Funds

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	Global Bond Fund						Intermediate Taxable Bond Fund
	Six Months						Six Months
	Ended			Year			Ended			Year
	April 30,			ended			April 30,			ended
	2010			October 31,			2010			October 31,
	(Unaudited)			2009			(Unaudited)			2009
OPERATIONS:
Net investment income (loss)	$	86,095		$	124,269		$	153,252		$	228,532
Net realized gain (loss) on investments		—			(80,458	)		31,496			11,284
Capital gain distribution from
regulated investment companies		6,994			1,977			—			—
Change in unrealized
appreciation (depreciation) on securities		(116,796	)		816,314			60,182			601,533
Net increase (decrease) in net assets
resulting from operations		(23,707	)		862,102			244,930			841,349
DISTRIBUTIONS TO
SHAREHOLDERS FROM:
Net investment income		(86,356	)		(125,881	)		(153,957	)		(229,786	)
Net realized gains		—			—			—			—
Return of capital		—			(2,360	)		—			—
Total distributions		(86,356	)		(128,241	)		(153,957	)		(229,786	)
CAPITAL SHARE TRANSACTIONS:
Proceeds from shares subscribed		6,383,498			3,483,351			12,889,184			6,788,228
Dividends reinvested		81,562			98,961			144,726			179,611
Cost of shares redeemed		(2,658,714	)		(1,123,209	)		(5,641,237	)		(2,113,688	)
Net increase (decrease) in net assets
derived from capital share transactions		3,806,346			2,459,103			7,392,673			4,854,151
TOTAL INCREASE IN NET ASSETS		3,696,283			3,192,964			7,483,646			5,465,714
NET ASSETS:
Beginning of period		5,802,350			2,609,386			11,385,641			5,919,927
End of period	$	9,498,633		$	5,802,350		$	18,869,287		$	11,385,641
Accumulated net investment
income (loss), end of period	$	(261	)	$	—		$	229		$	934
CHANGES IN SHARES OUTSTANDING:
Shares sold		388,531			236,015			825,555			447,117
Shares issued to holders as
reinvestment of dividends		21,309			6,818			14,841			11,857
Shares redeemed		(168,222	)		(73,129	)		(364,027	)		(137,837	)
Net increase (decrease)
in shares outstanding		241,618			169,704			476,369			321,137

The accompanying notes are an integral part of these financial statements.

55

ActivePassive Funds

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	Intermediate
	Municipal Bond Fund
	Six Months
	Ended			Year
	April 30,			ended
	2010			October 31,
	(Unaudited)			2009
OPERATIONS:
Net investment income (loss)	$	188,193		$	271,378
Net realized gain (loss) on investments		57,623			(9,419	)
Change in unrealized appreciation (depreciation) on securities		164,825			685,370
Net increase (decrease) in net assets resulting from operations		410,641			947,329
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income		(187,632	)		(272,854	)
Net realized gains		(3,490	)		(3,071	)
Total distributions		(191,122	)		(275,925	)
CAPITAL SHARE TRANSACTIONS:
Proceeds from shares subscribed		6,880,723			7,239,610
Dividends reinvested		164,195			213,279
Cost of shares redeemed		(5,248,937	)		(2,389,450	)
Net increase (decrease) in net assets
derived from capital share transactions		1,795,981			5,063,439
TOTAL INCREASE IN NET ASSETS		2,015,500			5,734,843
NET ASSETS:
Beginning of period		13,063,534			7,328,691
End of period	$	15,079,034		$	13,063,534
Accumulated net investment income (loss), end of period	$	762		$	201
CHANGES IN SHARES OUTSTANDING:
Shares sold		434,452			480,782
Shares issued to holders as reinvestment of dividends		23,580			14,297
Shares redeemed		(341,022	)		(156,466	)
Net increase (decrease) in shares outstanding		117,010			338,613

The accompanying notes are an integral part of these financial statements.

56

ActivePassive Large Cap Growth Fund

FINANCIAL HIGHLIGHTS

For a share outstanding throughout each period

	Six Months					December 31,
	Ended			Year			2007*
	April 30,			Ended		through
	2010			October 31,		October 31,
	(Unaudited)			2009			2008
PER SHARE DATA:
Net asset value, beginning of period	$	11.04		$	9.80	$	15.00
Income from investment operations:
Net investment income (loss)		—			—		(0.02	)
Net realized and unrealized
gains (losses) on securities		1.79			1.24		(5.18	)
Total from investment operations		1.79			1.24		(5.20	)
Less Distributions:
Dividends from net investment income		(0.01	)		—		—
Dividends from net realized gains		—			—		—
Total distributions		(0.01	)		—		—
Net asset value, end of period	$	12.82		$	11.04	$	9.80
TOTAL RETURN		16.20%	+		12.65%		-34.67%	+
SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period (millions)	$	22.8		$	8.7	$	2.3
Ratio of expenses to average net assets:
Before advisory fee waiver	1.99%		^		4.12%	9.39%		^
After advisory fee waiver	1.30%		^		1.30%	1.47%		^
Ratio of net investment income (loss)
to average net assets:
Before advisory fee waiver	-0.82%		^		-2.78%	-8.26%		^
After advisory fee waiver	-0.13%		^		0.04%	-0.34%		^
Portfolio turnover rate		9%	+		19%		10%	+

* Commencement of operations for shares was December 31, 2007.

+ Not Annualized.

^ Annualized.

The accompanying notes are an integral part of these financial statements.

57

ActivePassive Large Cap Value Fund

FINANCIAL HIGHLIGHTS (Continued)

For a share outstanding throughout each period

	Six Months						December 31,
	Ended			Year				2007*
	April 30,			Ended			through
	2010			October 31,			October 31,
	(Unaudited)			2009				2008
PER SHARE DATA:
Net asset value, beginning of period	$	10.45		$	10.01		$	15.00
Income from investment operations:
Net investment income		0.04			0.12			0.09
Net realized and unrealized
gains (losses) on securities		1.41			0.45			(5.08	)
Total from investment operations		1.45			0.57			(4.99	)
Less Distributions:
Dividends from net investment income		(0.10	)		(0.13	)		—
Dividends from net realized gains		—			—			—
Total distributions		(0.10	)		(0.13	)		—
Net asset value, end of period	$	11.80		$	10.45		$	10.01
TOTAL RETURN		14.03%	+		5.91%			-33.27%	+
SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period (millions)	$	18.8		$	8.0		$	2.4
Ratio of expenses to average net assets:
Before advisory fee waiver	2.06%		^		4.07%		8.24%		^
After advisory fee waiver	1.20%		^		1.20%		1.46%		^
Ratio of net investment income (loss)
to average net assets:
Before advisory fee waiver	0.25%		^		-1.25%		-5.39%		^
After advisory fee waiver	1.11%		^		1.62%		1.39%		^
Portfolio turnover rate		4%	+		15%			23%	+

* Commencement of operations for shares was December 31, 2007.

+ Not Annualized.

^ Annualized.

The accompanying notes are an integral part of these financial statements.

58

ActivePassive Small/Mid Cap Growth Fund

FINANCIAL HIGHLIGHTS (Continued)

For a share outstanding throughout each period

	Six Months						December 31,
	Ended			Year				2007*
	April 30,			Ended			through
	2010			October 31,			October 31,
	(Unaudited)			2009				2008
PER SHARE DATA:
Net asset value, beginning of period	$	9.42		$	8.85		$	15.00
Income from investment operations:
Net investment loss		(0.02	)		(0.05	)		(0.08	)
Net realized and unrealized
gains (losses) on securities		2.45			0.62			(6.07	)
Total from investment operations		2.43			0.57			(6.15	)
Less Distributions:
Dividends from net investment income		—			—			—
Dividends from net realized gains		—			—			—
Total distributions		—			—			—
Net asset value, end of period	$	11.85		$	9.42		$	8.85
TOTAL RETURN		25.80%	+		6.44%			-41.00	%+
SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period (millions)	$	10.9		$	7.4		$	4.0
Ratio of expenses to average net assets:
Before advisory fee waiver	2.60%		^		3.98%		4.88%		^
After advisory fee waiver	1.50%		^		1.50%		1.59%		^
Ratio of net investment income (loss)
to average net assets:
Before advisory fee waiver	-1.50%		^		-3.21%		-4.51%		^
After advisory fee waiver	-0.40%		^		-0.73%		-1.22%		^
Portfolio turnover rate		66%	+		88%			24%	+

* Commencement of operations for shares was December 31, 2007.

+ Not Annualized.

^ Annualized.

The accompanying notes are an integral part of these financial statements.

59

ActivePassive Small/Mid Cap Value Fund

FINANCIAL HIGHLIGHTS (Continued)

For a share outstanding throughout each period

	Six Months						December 31,
	Ended			Year				2007*
	April 30,			Ended			through
	2010			October 31,			October 31,
	(Unaudited)			2009				2008
PER SHARE DATA:
Net asset value, beginning of period	$	10.46		$	9.73		$	15.00
Income from investment operations:
Net investment income (loss)		0.05			0.15			(0.01	)
Net realized and unrealized
gains (losses) on securities		2.11			0.66			(5.26	)
Total from investment operations		2.16			0.81			(5.27	)
Less Distributions:
Dividends from net investment income		(0.12	)		(0.08	)		—
Dividends from net realized gains		—			—			—
Total distributions		(0.12	)		(0.08	)		—
Net asset value, end of period	$	12.50		$	10.46		$	9.73
TOTAL RETURN		20.79%	+		8.43%			-35.13%	+
SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period (millions)	$	9.5		$	6.7		$	4.0
Ratio of expenses to average net assets:
Before advisory fee waiver	2.85%		^		4.27%		5.02%		^
After advisory fee waiver	1.40%		^		1.40%		1.58%		^
Ratio of net investment income (loss)
to average net assets:
Before advisory fee waiver	-0.46%		^		-1.23%		-3.54%		^
After advisory fee waiver	0.99%		^		1.64%		-0.10%		^
Portfolio turnover rate		11%	+		66%			29%	+

* Commencement of operations for shares was December 31, 2007.

+ Not Annualized.

^ Annualized.

The accompanying notes are an integral part of these financial statements.

60

ActivePassive International Equity Fund

FINANCIAL HIGHLIGHTS (Continued)

For a share outstanding throughout each period

	Six Months						December 31,
	Ended			Year				2007*
	April 30,			Ended			through
	2010			October 31,			October 31,
	(Unaudited)			2009				2008
PER SHARE DATA:
Net asset value, beginning of period	$	10.86		$	8.90		$	15.00
Income from investment operations:
Net investment income		0.09			0.06			0.13
Net realized and unrealized
gains (losses) on securities		0.45			2.04			(6.23	)
Total from investment operations		0.54			2.10			(6.10	)
Less Distributions:
Dividends from net investment income		(0.11	)		(0.14	)		—
Dividends from net realized gains		—			—			—
Total distributions		(0.11	)		(0.14	)		—
Net asset value, end of period	$	11.29		$	10.86		$	8.90
TOTAL RETURN		4.84%	+		24.01%			-40.67%	+
SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period (millions)	$	16.9		$	13.5		$	6.9
Ratio of expenses to average net assets:
Before advisory fee waiver	2.56%		^		3.62%		3.92%		^
After advisory fee waiver	1.30%		^		1.30%		1.57%		^
Ratio of net investment income (loss)
to average net assets:
Before advisory fee waiver	0.44%		^		-1.60%		-0.42%		^
After advisory fee waiver	1.70%		^		0.72%		1.93%		^
Portfolio turnover rate		9%	+		54%			19%	+

* Commencement of operations for shares was December 31, 2007.

+ Not Annualized.

^ Annualized.

The accompanying notes are an integral part of these financial statements.

61

ActivePassive Emerging Markets Equity Fund

FINANCIAL HIGHLIGHTS (Continued)

For a share outstanding throughout each period

	Six Months						December 31,
	Ended			Year				2007*
	April 30,			Ended			through
	2010			October 31,			October 31,
	(Unaudited)			2009				2008
PER SHARE DATA:
Net asset value, beginning of period	$	12.11		$	7.53		$	15.00
Income from investment operations:
Net investment income (loss)		(0.01	)		0.08			0.08
Net realized and unrealized
gains (losses) on securities		1.33			4.59			(7.55	)
Total from investment operations		1.32			4.67			(7.47	)
Less Distributions:
Dividends from net investment income		(0.05	)		(0.09	)		—
Dividends from net realized gains		—			—			—
Total distributions		(0.05	)		(0.09	)		—
Net asset value, end of period	$	13.38		$	12.11		$	7.53
TOTAL RETURN		10.96%	+		62.87%			-49.80%	+
SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period (millions)	$	7.5		$	6.6		$	3.2
Ratio of expenses to average net assets:
Before advisory fee waiver	3.50%		^		5.20%		5.90%		^
After advisory fee waiver	1.60%		^		1.60%		1.60%		^
Ratio of net investment income (loss)
to average net assets:
Before advisory fee waiver	-1.98%		^		-2.69%		-3.12%		^
After advisory fee waiver	-0.08%		^		0.91%		1.18%		^
Portfolio turnover rate		34%	+		55%			84%	+

* Commencement of operations for shares was December 31, 2007.

+ Not Annualized.

^ Annualized.

The accompanying notes are an integral part of these financial statements.

62

ActivePassive Global Bond Fund

FINANCIAL HIGHLIGHTS (Continued)

For a share outstanding throughout each period

	Six Months						December 31,
	Ended			Year				2007*
	April 30,			Ended			through
	2010			October 31,			October 31,
	(Unaudited)			2009				2008
PER SHARE DATA:
Net asset value, beginning of period	$	15.89		$	13.35		$	15.00
Income from investment operations:
Net investment income		0.18			0.50			0.31
Net realized and unrealized
gains (losses) on securities		(0.24	)		2.56			(1.66	)
Total from investment operations		(0.06	)		3.06			(1.35	)
Less Distributions:
Dividends from net investment income		(0.18	)		(0.51	)		(0.30	)
Dividends from net realized gains		—			—			—
Return of capital		—			(0.01	)		—
Total distributions		(0.18	)		(0.52	)		(0.30	)
Net asset value, end of period	$	15.65		$	15.89		$	13.35
TOTAL RETURN		-0.38%	+		23.42%			-9.27%	+
SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period (millions)	$	9.5		$	5.8		$	2.6
Ratio of expenses to average net assets:
Before advisory fee waiver	2.90%		^		4.72%		8.68%		^
After advisory fee waiver	1.20%		^		1.20%		1.20%		^
Ratio of net investment income (loss)
to average net assets:
Before advisory fee waiver	0.66%		^		-0.39%		-4.25%		^
After advisory fee waiver	2.36%		^		3.13%		3.23%		^
Portfolio turnover rate		0%	+		15%			0%	+

*Commencement of operations for shares was December 31, 2007.

+Not Annualized.

^Annualized.

The accompanying notes are an integral part of these financial statements.

63

ActivePassive Intermediate Taxable Bond Fund

FINANCIAL HIGHLIGHTS (Continued)

For a share outstanding throughout each period

	Six Months						December 31,
	Ended			Year				2007*
	April 30,			Ended			through
	2010			October 31,			October 31,
	(Unaudited)			2009				2008
PER SHARE DATA:
Net asset value, beginning of period	$	15.48		$	14.29		$	15.00
Income from investment operations:
Net investment income		0.16			0.42			0.30
Net realized and unrealized
gains (losses) on securities		0.09			1.19			(0.71	)
Total from investment operations		0.25			1.61			(0.41	)
Less Distributions:
Dividends from net investment income		(0.16	)		(0.42	)		(0.30	)
Dividends from net realized gains		—			—			—
Total distributions		(0.16	)		(0.42	)		(0.30	)
Net asset value, end of period	$	15.57		$	15.48		$	14.29
TOTAL RETURN		1.62%	+		11.35%			-2.77%	+
SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period (millions)	$	18.9		$	11.4		$	5.9
Ratio of expenses to average net assets:
Before advisory fee waiver	1.90%		^		2.69%		4.42%		^
After advisory fee waiver	1.00%		^		1.00%		1.34%		^
Ratio of net investment income (loss)
to average net assets:
Before advisory fee waiver	1.24%		^		1.03%		-0.19%		^
After advisory fee waiver	2.14%		^		2.72%		2.89%		^
Portfolio turnover rate		20%	+		40%			50%	+

* Commencement of operations for shares was December 31, 2007.

+ Not Annualized.

^ Annualized.

The accompanying notes are an integral part of these financial statements.

64

ActivePassive Intermediate Municipal Bond Fund

FINANCIAL HIGHLIGHTS (Continued)

For a share outstanding throughout each period

	Six Months						December 31,
	Ended			Year				2007*
	April 30,			Ended			through
	2010			October 31,			October 31,
	(Unaudited)			2009				2008
PER SHARE DATA:
Net asset value, beginning of period	$	15.24		$	14.13		$	15.00
Income from investment operations:
Net investment income		0.20			0.41			0.21
Net realized and unrealized
gains (losses) on securities		0.24			1.12			(0.87	)
Total from investment operations		0.44			1.53			(0.66	)
Less Distributions:
Dividends from net investment income		(0.20	)		(0.41	)		(0.21	)
Dividends from net realized gains		—			(0.01	)		—
Total distributions		(0.20	)		(0.42	)		(0.21	)
Net asset value, end of period	$	15.48		$	15.24		$	14.13
TOTAL RETURN		3.00%	+		10.91%			-4.47%	+
SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period (millions)	$	15.1		$	13.1		$	7.3
Ratio of expenses to average net assets:
Before advisory fee waiver	1.78%		^		2.30%		3.67%		^
After advisory fee waiver	1.00%		^		1.00%		1.34%		^
Ratio of net investment income (loss)
to average net assets:
Before advisory fee waiver	1.84%		^		1.43%		-0.30%		^
After advisory fee waiver	2.62%		^		2.73%		2.03%		^
Portfolio turnover rate		27%	+		285			2%	+

* Commencement of operations for shares was December 31, 2007.

+ Not Annualized.

^ Annualized.

The accompanying notes are an integral part of these financial statements.

65

ActivePassive Funds

NOTES TO FINANCIAL STATEMENTS

April 30, 2010 (Unaudited)

NOTE 1 – ORGANIZATION

The ActivePassive Large Cap Growth Fund, ActivePassive Large Cap Value Fund, ActivePassive Small/Mid Cap Growth Fund, ActivePassive Small/Mid Cap Value Fund, ActivePassive International Equity Fund, ActivePassive Emerging Markets Equity Fund, ActivePassive Global Bond Fund, ActivePassive Intermediate Taxable Bond Fund and ActivePassive Intermediate Municipal Bond Fund (each a “Fund” and collectively the “Funds”) are each non-diversified series of Advisors Series Trust (the “Trust”), which is registered under the Investment Company Act of 1940 as an open-end management investment company.  The investment objective of the Funds, except for the ActivePassive Global Bond Fund, ActivePassive Intermediate Taxable Bond Fund and the ActivePassive Intermediate Municipal Bond Fund, is long term capital appreciation.  The investment objective of the ActivePassive Global Bond Fund, ActivePassive Intermediate Taxable Bond Fund and the ActivePassive Intermediate Municipal Bond Fund is income and capital appreciation.  The Funds are advised by FundQuest Incorporated.  The ActivePassive Large Cap Growth Fund is sub-advised by Transamerica Investment, LLC.  The ActivePassive Large Cap Value Fund is sub-advised by C.S. McKee, L.P.  The ActivePassive Small/Mid Cap Growth Fund is sub-advised by Eagle Asset Management, Inc.  The ActivePassive Small/Mid Cap Value Fund is sub-advised by Riazzi Asset Management, LLC.  The ActivePassive International Equity Fund is sub-advised by Invesco AIM Advisors, Inc.  The ActivePassive Emerging Markets Equity Fund is sub-advised by Hansberger Global Investors, Inc.  The ActivePassive Intermediate Taxable Bond Fund is sub-advised by Sage Advisory Services Ltd.  The ActivePassive Intermediate Municipal Bond Fund is sub-advised by Gannett, Welsh & Kotler, LLC.  The Funds began operations on December 31, 2007.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently followed by the Funds. These policies are in conformity with accounting principles generally accepted in the United States of America.

A. Security Valuation:  The Funds’ investments are valued at market value or, in the absence of a market value, at fair value as determined in good faith by the Advisor and the Trust’s Valuation Committee pursuant to procedures approved by or under the direction of the Board.  Pursuant to those procedures, the Board considers, among other things; the last sale price on the securities exchange, if any, on which a security is primarily traded; the mean between the bid and asked prices; price quotations form an approved pricing service, and other factors as necessary to determine a fair value

66

ActivePassive Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

April 30, 2010 (Unaudited)

under certain circumstances.  The Funds’ securities which are traded on securities exchanges are valued at the last sale price on the exchange on which such securities are traded, as of the close of business on the day the securities are being valued or, lacking any reported sales, at the mean between the last available bid and asked price.  Securities that are traded on more than one exchange are valued on the exchange determined by the Advisor to be the primary market.  Securities primarily traded in the National Association of Securities Dealers Automated Quotation (“NASDAQ”) Global Market System for which market quotations are readily available shall be valued using the NASDAQ Official Closing Price (“NOCP”).  If the NOCP is not available or if there has been no sale on such day, at the mean between the bid and asked prices.  Over-the-counter (“OTC”) securities which are not traded in the NASDAQ Global Market System shall be valued at the most recent trade price.  Short-term debt obligations with remaining maturities in excess of 60 days are valued at current market prices, as discussed above.  Short-term securities with 60 days or less remaining to maturity are, unless conditions indicate otherwise, amortized to maturity based on their cost to a Fund if acquired within 60 days of maturity or, if already held by the Fund on the 60th day, based on the value determined on the 61st day.  All other assets of the Funds are valued in such manner as the Board in good faith deems appropriate to reflect their fair value.

B. Federal Income Taxes:  It is the Funds’ policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders. Therefore, no federal income tax provision is required.

C. Security Transactions, Dividends and Distributions:  Security transactions are accounted for on the trade date. Realized gains and losses on securities sold are determined on the basis of identified cost.  Discounts and premiums on securities purchased are accreted/amortized over the life of the respective security.  Dividend income and distributions to shareholders are recorded on the ex-dividend date.  Income and expenses (other than expenses attributable to a specific class), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its respective net assets.  The ActivePassive Large Cap Growth Fund, ActivePassive Large Cap Value Fund, ActivePassive Small/Mid Cap Growth Fund, ActivePassive Small/Mid Cap Value Fund, ActivePassive International Equity Fund and ActivePassive Emerging Markets Equity Fund will make distributions of dividends and capital gains, if any, at least annually, typi-

67

ActivePassive Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

April 30, 2010 (Unaudited)

cally in December.  The Funds may make any additional payment of dividends or distributions if they deem it desirable at any other time during the year.  The ActivePassive Global Bond Fund, the ActivePassive Intermediate Taxable Bond Fund and the ActivePassive Intermediate Municipal Bond Fund distribute substantially all of their net investment income monthly and substantially all of their capital gains annually. The amount of dividends and distributions to shareholders from net investment income and net realized capital gains is determined in accordance with Federal income tax regulations which differ from accounting principles generally accepted in the United States of America. To extent these book/tax differences are permanent, such amounts are reclassified within the capital accounts based on their Federal tax treatment.

D. Use of Estimates:  The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets during the reporting period. Actual results could differ from those estimates.

E. Redemption Fees:  The International Equity Fund, Emerging Markets Equity Fund and Global Bond Fund each charge a 1.00% redemption fee to shareholders who redeem shares held for five days or less.  Such fees are retained by the Funds and accounted for as an addition to capital stock.

F. REITs:  The Funds can make certain investments in real estate investment trusts (“REITs”) which pay dividends to their shareholders based upon funds available from operations.  It is quite common for these dividends to exceed the REITs’ taxable earnings and profits resulting in the excess portion of such dividends being designated as a return of capital.  Each Fund intends to include the gross dividends from such REITs in its annual distributions to its shareholders and, accordingly, a portion of the Funds’ distributions my also be designated as a return of capital.

G. Reclassification of Capital Accounts:  Accounting principles generally accepted in the United States of America require that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting.  These reclassifications have no effect on net assets or net asset value per share.  For the year ended October 31, 2009, the following table shows the reclassifications made:

68

ActivePassive Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

April 30, 2010 (Unaudited)

	Undistributed			Accumulated
	Net Investment			Net Realized			Paid In
	Income/(Loss)			Gain/(Loss)			Capital
Large Cap Growth Fund	$	—		$	—		$	—
Large Cap Value Fund		—			—			—
Small/Mid Cap Growth Fund		37,559			—			(37,559	)
Small/Mid Cap Value Fund		(77	)		—			77
International Equity Fund		1,745			(1,745	)		—
Emerging Markets Equity Fund		(4,816	)		4,816			—
Global Bond Fund		2,360			—			(2,360	)
Intermediate Taxable Bond Fund		1,465			(1,465	)		—
Intermediate Municipal Bond Fund		—			—			—

The permanent differences primarily relate to paydown and Real Estate Investment Trust (REIT) adjustments with differing book and tax methods for accounting.

H. Foreign Risk:  Investments in foreign securities entail certain risks.  There may be a possibility of nationalization or expropriation of assets, confiscatory taxation, political or financial instability, and diplomatic developments that could affect the value of the Funds’ investments in certain foreign countries.  Since foreign securities normally are denominated and traded in foreign currencies, the value of the Funds’ assets may be affected favorably or unfavorably by currency exchange rates, currency exchange control regulations, foreign withholding taxes, and restrictions or prohibitions on the repatriation of foreign currencies.  There may be less information publicly available about a foreign issuer than about a U.S. issuer, and foreign issuers are not generally subject to accounting, auditing, and financial reporting standards and practices comparable to those in the United States.  The securities of some foreign issuers are less liquid and at times more volatile than securities of comparable U.S. issuers.

In addition to securities traded principally in securities markets outside the United States and securities denominated in foreign currencies, the Fund may invest in American Depository Receipts (ADRs).  ADRs generally are U.S. dollar-denominated receipts issued by domestic banks representing the deposit with the bank of securities of a foreign issuer, and are traded on exchanges or over-the-counter in the United States.  Because an ADR represents an indirect investment in securities of a foreign issuer, investments in ADRs are subject to the risks associated with foreign securities generally, as described above.

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April 30, 2010 (Unaudited)

I. Accounting for Uncertainty in Income Taxes:  The Funds have adopted financial reporting rules regarding recognition and measurement of tax positions taken or expected to be taken on a tax return.  The Funds have reviewed all open tax years and major jurisdictions and concluded that there is no impact on the Funds’ net assets and no tax liability resulting from unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken on a tax return.  As of April 30, 2010, open Federal tax years include the tax year ended October 31, 2007 through 2009.

J. Derivatives:  The Funds have adopted the financial accounting reporting rules as required by the Derivatives and Hedging Topic of the FASB Accounting Standards Codification (“FASB ASC”).  The Funds are required to include enhanced disclosure that enables investors to understand how and why an entity uses derivatives, how derivatives are accounted for, and how derivatives instruments affect an entity’s results of operations and financial position.  During the six months ended April 30, 2010, the Funds did not hold any derivative instruments.

K. Events Subsequent to the Fiscal Period End:  The Funds are required to recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the balance sheet.

Management has evaluated funds related events and transactions that occurred subsequent to April 30, 2010.  At its quarterly board meeting held on June 3, 2010, the Board of Trustees, approved the liquidation of the ActivePassive Small/Mid Cap Value Fund effective August 16, 2010.  At a special board meeting held on June 22, 2010, the Board of Trustees approved the liquidation of the ActivePassive Emerging Markets Equity Fund effective August 23, 2010.

L. New Accounting Pronouncement: In January 2010, FASB issued Accounting Standards Update (“ASU”) No. 2010-06 “Improving Disclosures about Fair Value Measurements”.  ASU 2010-06 amends FASB Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures, to require additional disclosures regarding fair value measurements.  Certain disclosures required by ASU No. 2010-06 are effective for interim and annual reporting periods beginning after December 15, 2009, and other required disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. Management is currently evaluating the impact ASU No. 2010-06 will have on the Funds’ statement disclosures.

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April 30, 2010 (Unaudited)

NOTE 3 – INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

For the six months ended April 30, 2010, FundQuest Incorporated (the “Advisor”) provided the Funds with investment management services under an Investment Advisory Agreement. The Advisor furnished all investment advice, office space, facilities, and provides most of the personnel needed by the Funds. As compensation for its services, the Advisor is entitled to a monthly management fee based upon the average daily net assets of the Funds at the annual rates of:

Emerging Markets Equity Fund	0.95%
Small/Mid Cap Growth Fund, Small/Mid Cap Value Fund,
and International Equity Fund	0.80%
Large Cap Growth Fund, Large Cap Value Fund,
and Global Bond Fund	0.75%
Intermediate Taxable Bond Fund, and
Intermediate Municipal Bond Fund	0.60%

For the six months ended April 30, 2010, the advisory fees incurred by each of the Funds were: $57,470 for Large Cap Growth Fund, $49,221 for Large Cap Value Fund, $38,472 for Small/Mid Cap Growth Fund, $33,857 for Small/Mid Cap Value Fund, $63,491 for International Equity Fund, $34,701 for Emerging Markets Equity Fund, $27,315 for Global Bond Fund, $42,995 for Intermediate Taxable Bond Fund and $43,129 for the Intermediate Municipal Bond Fund.

Each of the Funds is responsible for its own operating expenses.  The Advisor has contractually agreed, however, to waive its fees and/or absorb expenses of the Funds to ensure that the total net annual fund operating expenses (excluding Acquired Fund Fees and Expenses, tax, interest, and extraordinary expenses) do not exceed the following amounts of the Funds’ average daily net assets:

Emerging Markets Equity Fund	1.60%
Small/Mid Cap Growth Fund	1.50%
Small/Mid Cap Value Fund	1.40%
Large Cap Growth Fund and International Equity Fund	1.30%
Large Cap Value Fund and Global Bond Fund	1.20%
Intermediate Taxable Bond Fund and
Intermediate Municipal Bond Fund	1.00%

Any such reduction made by the Advisor in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the Advisor, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable

71

ActivePassive Funds

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April 30, 2010 (Unaudited)

limitation on Fund expenses. The Advisor is permitted to be reimbursed only for fee reductions and expense payments made in the previous three fiscal years.  Any such reimbursement is also contingent upon Board of Trustees review and approval at the time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses.  For the six months ended April 30, 2010, the Advisor reduced its fees in the amount of $53,247 for Large Cap Growth Fund, $56,792 for Large Cap Value Fund, $53,100 for Small/Mid Cap Growth Fund, $61,306 for Small/Mid Cap Value Fund, $100,114 for International Equity Fund, $69,504 for Emerging Markets Equity Fund, $62,004 for Global Bond Fund, $64,500 for Intermediate Taxable Bond Fund and $56,046 for the Intermediate Municipal Bond Fund.  Cumulative expenses subject to recapture pursuant to the aforementioned conditions and the year of expiration are as follows:

	2011	2012	2013	Total
Large Cap Growth Fund	$112,682	$137,997	$  53,247	$303,926
Large Cap Value Fund	$103,554	$130,777	$  56,792	$291,123
Small/Mid Cap Growth Fund	$100,199	$128,043	$  53,100	$281,342
Small/Mid Cap Value Fund	$  99,804	$140,277	$  61,306	$301,387
International Equity Fund	$120,939	$216,048	$100,114	$437,101
Emerging Markets Equity Fund	$121,986	$163,261	$  69,504	$354,751
Global Bond Fund	$117,720	$139,567	$  62,004	$319,291
Intermediate Taxable Bond Fund	$100,838	$141,821	$  64,500	$307,159
Intermediate Municipal Bond Fund	$  93,824	$129,312	$  56,046	$279,182

U.S. Bancorp Fund Services, LLC (the “Administrator”) acts as the Funds’ Administrator under an Administration Agreement. The Administrator prepares various federal and state regulatory filings, reports and returns for the Funds; prepares reports and materials to be supplied to the Trustees; monitors the activities of the Funds’ custodian, transfer agent and accountants; coordinates the preparation and payment of the Funds’ expenses and reviews the Funds’ expense accruals.

For the six months ended April 30, 2010, the administration fees incurred by each of the Funds were:  $14,876 for Large Cap Growth Fund, $13,636 for Large Cap Value Fund, $14,876 for Small/Mid Cap Growth Fund, $14,876 for Small/Mid Cap Value Fund, $14,876 for International Equity Fund, $14,876 for Emerging Markets Equity Fund, $13,636 for Global Bond Fund, $14,876 for Intermediate Taxable Bond Fund and $14,876 for the Intermediate Municipal Bond Fund.

U.S. Bancorp Fund Services, LLC (“USBFS”) also serves as the fund accountant and transfer agent to the Funds.  For the six months ended April 30, 2010, the fund accounting fees incurred by each of the Funds were: $15,948 for Large Cap

72

ActivePassive Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

April 30, 2010 (Unaudited)

Growth Fund, $12,408 for Large Cap Value Fund, $16,960 for Small/Mid Cap Growth Fund, $16,067 for Small/Mid Cap Value Fund, $20,728 for International Equity Fund, $19,637 for Emerging Markets Equity Fund, $11,664 for Global Bond Fund, $20,828 for Intermediate Taxable Bond Fund and $18,362 for the Intermediate Municipal Bond Fund and the transfer agent fees incurred by each of the Funds were: $10,451 for Large Cap Growth Fund, $9,951 for Large Cap Value Fund, $9,951 for Small/Mid Cap Growth Fund, $8,852 for Small/Mid Cap Value Fund, $9,951 for International Equity Fund, $8,919 for Emerging Markets Equity Fund, $7,356 for Global Bond Fund, $8,004 for Intermediate Taxable Bond Fund and $4,665 for the Intermediate Municipal Bond Fund.  U.S. Bank, N.A., an affiliate of USBFS, serves as the Funds’ custodian.  For the six months ended April 30, 2010, the custody fees incurred by each of the Funds were: $4,022 for Large Cap Growth Fund, $3,989 for Large Cap Value Fund, $4,451 for Small/Mid Cap Growth Fund, $8,641 for Small/Mid Cap Value Fund, $47,631 for International Equity Fund, $16,389 for Emerging Markets Equity Fund, $9,224 for Global Bond Fund, $2,677 for Intermediate Taxable Bond Fund and $2,083 for the Intermediate Municipal Bond Fund.

Quasar Distributors, LLC (the “Distributor”) acts as the Funds’ principal underwriter in a continuous public offering of the Funds’ shares. The Distributor is an affiliate of the Administrator.

Certain officers of the Trust are also employees of the Administrator.

For the six months ended April 30, 2010, the Chief Compliance Officer fees and expenses incurred by each of the Funds were: $4,186 for Large Cap Growth Fund, $2,700 for Large Cap Value Fund, $4,187 for Small/Mid Cap Growth Fund, $4,187 for Small/Mid Cap Value Fund, $4,188 for International Equity Fund, $4,187 for Emerging Markets Equity Fund, $2,700 for Global Bond Fund, $4,187 for Intermediate Taxable Bond Fund and $4,188 for the Intermediate Municipal Bond Fund.

NOTE 4 – DISTRIBUTION PLAN

The Funds have adopted a plan pursuant to Rule 12b-1 (the “Plan”) that allows the Funds to pay distribution and service fees for the sale, distribution and servicing of their shares.  The Plan provides for the payment of a distribution and service fees at the annual rate of up to 0.25% of average daily net assets.  The expenses covered by the Plan may include the cost of preparing and distributing prospectuses and other sales material, advertising and public relations expenses, payments to financial intermediaries and compensation of personnel involved in selling shares of the Funds. Payments made pursuant to the Plan will represent compensation for distribution and service activities, not reimbursements for spe-

73

ActivePassive Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

April 30, 2010 (Unaudited)

cific expenses incurred.  For the six months ended April 30, 2010, the distribution and service fees incurred by the Funds were: $18,709 for Large Cap Growth Fund, $15,832 for Large Cap Value Fund, $9,070 for Small/Mid Cap Growth Fund, $7,088 for Small/Mid Cap Value Fund, $13,421 for International Equity Fund, $3,239 for Emerging Markets Equity Fund, $7,541 for Global Bond Fund, $14,438 for Intermediate Taxable Bond Fund and $11,056 for the Intermediate Municipal Bond Fund.

NOTE 5 – SHAREHOLDER SERVICING PLAN

The Funds have entered into a Shareholder Servicing Plan (the “Servicing Plan”) under which the Advisor will provide, or arrange for others to provide, certain specified shareholder services.  As compensation for the provision of shareholder services, the Funds will pay the Advisor a monthly fee at an annual rate of 0.10% of each Fund’s average daily net assets.  The Advisor will pay certain banks, trust companies, broker-dealers and other financial intermediaries (each, a “Participating Organization”) out of the fees the Advisor receives from the Funds under the Servicing Plan to the extent that the Participating Organization performs shareholder servicing functions for the Funds’ shares owned by its customers.  For the six months ended April 30, 2010, the distribution and service fees incurred by the Funds were: $1,038 for Large Cap Growth Fund, $800 for Large Cap Value Fund, $250 for Small/Mid Cap Growth Fund, $203 for Small/Mid Cap Value Fund, $268 for International Equity Fund, $60 for Emerging Markets Equity Fund, $265 for Global Bond Fund, $526 for Intermediate Taxable Bond Fund and $132 for the Intermediate Municipal Bond Fund.

NOTE 6 – PURCHASES AND SALES OF SECURITIES

For the six months ended April 30, 2010, the cost of purchases and the proceeds from sales of securities (excluding short-term securities) were as follows:

	Purchases		Sales
Large Cap Growth Fund	$	12,505,015	$	1,276,322
Large Cap Value Fund		10,052,747		495,821
Small/Mid Cap Growth Fund		7,549,200		6,125,099
Small/Mid Cap Value Fund		2,221,858		929,837
International Equity Fund		4,111,002		1,280,525
Emerging Markets Equity Fund		2,614,343		2,352,493
Global Bond Fund		3,758,813		—
Intermediate Taxable Bond Fund		5,250,294		413,529
Intermediate Municipal Bond Fund		5,523,850		3,833,439

Purchases and sales of long-term U.S. Government securities for the Intermediate Taxable Bond Fund were $4,564,395 and $2,358,867, respectively.

74

ActivePassive Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

April 30, 2010 (Unaudited)

NOTE 7 – FEDERAL TAX INFORMATION

Net investment income/(loss) and net realized gains/(losses) differ for financial statement and tax purposes due to differing treatments of wash sale losses deferred and non-deductible organizational expenditures.

The tax character for the distributions paid during the six months ended April 30, 2010 and year ended October 31, 2009 for the Funds were as follows:

	Six Months Ended		Fiscal Year Ended
	April 30, 2010		October 31, 2009
Large Cap Growth Fund
Ordinary income	$	9,462	$	—
	Six Months Ended		Fiscal Year Ended
	April 30, 2010		October 31, 2009
Large Cap Value Fund
Ordinary income	$	104,542	$	37,998
	Six Months Ended		Fiscal Year Ended
	April 30, 2010		October 31, 2009
Small/Mid Cap Value Fund
Ordinary income	$	90,976	$	33,576
	Six Months Ended		Fiscal Year Ended
	April 30, 2010		October 31, 2009
International Equity Fund
Ordinary income	$	164,062	$	117,032
	Six Months Ended		Fiscal Year Ended
	April 30, 2010		October 31, 2009
Emerging Markets Equity Fund
Ordinary income	$	31,604	$	41,469
	Six Months Ended		Fiscal Year Ended
	April 30, 2010		October 31, 2009
Global Bond Fund
Ordinary income	$	86,356	$	128,241
	Six Months Ended		Fiscal Year Ended
	April 30, 2010		October 31, 2009
Intermediate Taxable Bond Fund
Ordinary income	$	153,957	$	229,786
	Six Months Ended		Fiscal Year Ended
	April 30, 2010		October 31, 2009
Intermediate Municipal Bond Fund
Exempt interest dividend	$	187,632	$	272,854
Ordinary income		3,490		3,071

75

ActivePassive Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

April 30, 2010 (Unaudited)

As of October 31, 2009, the components of accumulated earnings/(losses) on a tax basis were as follows:

	Large Cap			Large Cap			Small/Mid			Small/Mid
	Growth			Value			Cap Growth			Cap Value
	Fund			Fund			Fund			Fund
Cost of investments	$	7,937,856		$	7,781,962		$	6,346,345		$	6,006,214
Gross tax unrealized
appreciation	$	1,060,634		$	676,079		$	1,244,150		$	1,060,354
Gross tax unrealized
depreciation		(498,278	)		(610,924	)		(338,327	)		(405,392	)
Net tax unrealized
appreciation		562,356			65,155			905,823			654,962
Undistributed
ordinary income		2,164			56,874			—			46,641
Total distributable
earnings		2,164			56,874			—			46,641
Other accumulated
gains/(losses)		(225,397	)		(150,454	)		(2,361,611	)		(1,970,800	)
Total accumulated
earnings/(losses)	$	339,123		$	(28,425	)	$	(1,455,788	)	$	(1,269,197	)

				Emerging
	International			Markets			Global
	Equity Fund			Equity Fund			Bond Fund
Cost of investments	$	11,372,312		$	6,044,574		$	5,479,334
Gross tax unrealized appreciation
on investments	$	2,475,119		$	1,206,829		$	289,846
Gross tax unrealized depreciation
on investments		(519,114	)		(673,797	)		(54,792	)
Net unrealized on foreign currency		543			10			—
Net tax unrealized appreciation		1,956,548			533,042			235,054
Undistributed ordinary income		26,609			27,684			—
Total distributable earnings		26,609			27,684			—
Other accumulated gains/(losses)		(3,654,350	)		(1,081,331	)		(49,498	)
Total accumulated earnings/(losses)	$	(1,671,193	)	$	(520,605	)	$	185,556

76

ActivePassive Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

April 30, 2010 (Unaudited)

	Intermediate			Intermediate
	Taxable			Municipal
	Bond Fund			Bond Fund
Cost of investments	$	10,832,883		$	12,918,944
Gross tax unrealized appreciation	$	316,066		$	261,958
Gross tax unrealized depreciation		(7,652	)		(8,349	)
Net tax unrealized appreciation		308,414			253,609
Undistributed ordinary income		934			3,487
Undistributed tax exempt income		—			201
Total distributable earnings		934			3,688
Other accumulated gains/(losses)		(4,471	)		—
Total accumulated earnings/(losses)	$	304,877		$	257,297

The capital loss carryforward at October 31, 2009 were: $225,397 for Large Cap Growth Fund of which $54,521 expires in 2016 and $170,876 expires in 2017, $150,454 for Large Cap Value Fund of which $44,522 expires in 2016 and $105,392 expires in 2017, $2,361,611 for Small/Mid Cap Growth Fund of which $181,039 expires in 2016 and $2,180,572 expires in 2017, $1,970,800 for Small/Mid Cap Value Fund of which $645,411 expires in 2016 and $1,325,389 expires in 2017, $3,654,350 for International Equity Fund of which $247,922 expires in 2016 and $3,406,428 expires in 2017, $1,081,331 for Emerging Markets Equity Fund of which $614,358 expires in 2016 and $466,973 expires in 2017, $49,498 for Global Bond Fund of which expires in 2017 and $4,471 for Intermediate Taxable Bond Fund of which expires in 2016.

NOTE 8 – SECURITIES VALUATION

The Funds have adopted authoritative fair value accounting standards which establish an authoritative definition of fair value and set out a hierarchy for measuring fair value.  These standards require additional disclosures about the various inputs and valuation techniques used to develop the measurements of fair value, a discussion in changes in valuation techniques and related inputs during the period and expanded disclosure of valuation levels for major security types.  These inputs are summarized in the three broad levels listed below:

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.  These inputs may include quoted prices for the identical instrument on an

77

ActivePassive Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

April 30, 2010 (Unaudited)

inactive market, prices for similar instruments, 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 or methodology used for valuing securities are not an indication of the risk associated with investing in those securities.

The following table is a summary of the inputs used to value the ActivePassive Large Cap Growth Fund’s net assets as of April 30, 2010 (Unaudited):

	Level 1		Level 2		Level 3		Total
Common Stocks	$	10,020,418	$	—	$	—	$	10,020,418
Exchange-Traded Funds		11,639,885		—		—		11,639,885
Short-Term Investments		1,043,289		—		—		1,043,289
Total Investments in Securities	$	22,703,592	$	—	$	—	$	22,703,592

The following table is a summary of the inputs used to value the ActivePassive Large Cap Value Fund’s net assets as of April 30, 2010 (Unaudited):

	Level 1		Level 2		Level 3		Total
Common Stocks	$	7,741,769	$	—	$	—	$	7,741,769
Closed-End Funds		55,488		—		—		55,488
Exchange-Traded Funds		10,485,182		—		—		10,485,182
Short-Term Investments		614,770		—		—		614,770
Total Investments in Securities	$	18,897,209	$	—	$	—	$	18,897,209

The following table is a summary of the inputs used to value the ActivePassive Small/Mid Cap Growth Fund’s net assets as of April 30, 2010 (Unaudited):

	Level 1		Level 2		Level 3		Total
Common Stocks	$	6,702,980	$	—	$	—	$	6,702,980
Exchange-Traded Funds		3,841,082		—		—		3,841,082
Trusts		60,098		—		—		60,098
Short-Term Investments		128,502		—		—		128,502
Total Investments in Securities	$	10,732,662	$	—	$	—	$	10,732,662

78

ActivePassive Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

April 30, 2010 (Unaudited)

The following table is a summary of the inputs used to value the ActivePassive Small/Mid Cap Value Fund’s net assets as of April 30, 2010 (Unaudited):

	Level 1		Level 2		Level 3		Total
Common Stocks	$	4,953,915	$	—	$	—	$	4,953,915
Exchange-Traded Funds		3,880,468		—		—		3,880,468
Trusts		483,173		—		—		483,173
Short-Term Investments		94,327		—		—		94,327
Total Investments in Securities	$	9,411,883	$	—	$	—	$	9,411,883

The following table is a summary of the inputs used to value the ActivePassive International Equity Fund’s net assets as of April 30, 2010 (Unaudited):

	Level 1		Level 2		Level 3		Total
Common Stocks	$	8,356,481	$	228,924	$	—	$	8,585,405
Preferred Stocks		68,503		—		—		68,503
Closed-End Funds		67,274		—		—		67,274
Open-End Funds		7,061,060		—		—		7,061,060
Short-Term Investments		805,523		—		—		805,523
Total Investments in Securities	$	16,358,841	$	228,924	$	—	$	16,587,765

The following table is a summary of the inputs used to value the ActivePassive Emerging Markets Equity Fund’s net assets as of April 30, 2010 (Unaudited):

	Level 1		Level 2		Level 3		Total
Common Stocks	$	5,442,368	$	421,999	$	—	$	5,864,367
Preferred Stocks		536,279		—		—		536,279
Exchange-Traded Funds		907,823		—		—		907,823
Short-Term Investments		127,644		—		—		127,644
Total Investments in Securities	$	7,014,114	$	421,999	$	—	$	7,436,113

The following table is a summary of the inputs used to value the ActivePassive Global Bond Fund’s net assets as of April 30, 2010 (Unaudited):

	Level 1		Level 2		Level 3		Total
Exchange-Traded Funds	$	3,905,572	$	—	$	—	$	3,905,572
Open-End Funds		5,398,679		—		—		5,398,679
Short-Term Investments		213,183		—		—		213,183
Total Investments in Securities	$	9,517,434	$	—	$	—	$	9,517,434

79

ActivePassive Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

April 30, 2010 (Unaudited)

The following table is a summary of the inputs used to value the ActivePassive Intermediate Taxable Bond Fund’s net assets as of April 30, 2010 (Unaudited):

	Level 1		Level 2		Level 3		Total
Asset Backed Securities	$	—	$	593,234	$	—	$	593,234
Corporate Bonds		—		2,297,198		—		2,297,198
Foreign Government
Agency Issues		—		42,946		—		42,946
U.S. Government Agency Issues		—		1,711,496		—		1,711,496
U.S. Treasury Obligations		—		3,373,713		—		3,373,713
Exchange-Traded Funds		9,899,596		—		—		9,899,596
Short-Term Investments		848,247		—		—		848,247
Total Investments in Securities	$	10,747,843	$	8,018,587	$	—	$	18,766,430

The following table is a summary of the inputs used to value the ActivePassive Intermediate Municipal Bond Fund’s net assets as of April 30, 2010 (Unaudited):

	Level 1		Level 2		Level 3		Total
Municipal Bonds	$	—	$	7,775,997	$	—	$	7,775,997
Exchange-Traded Funds		6,807,399		—		—		6,807,399
Short-Term Investments		255,611		—		—		255,611
Total Investments in Securities	$	7,063,010	$	7,775,997	$	—	$	14,839,007

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ActivePassive Funds

APPROVAL OF INVESTMENT SUB-ADVISORY AGREEMENTS

April 30, 2010 (Unaudited)

At a meeting held on September 10, 2009, the Board, including the persons who are Independent Trustees as defined under the Investment Company Act, considered and approved an initial sub-advisory agreement for the ActivePassive Small/Mid Cap Growth Fund for a period not to exceed two years.  Prior to this meeting, the Board received and reviewed substantial information regarding the Fund, the sub-advisor and the services expected to be provided by the sub-advisor to the Fund under the sub-advisory agreement.  This information formed the primary (but not exclusive) basis for the Board’s determinations.  Below is a summary of the factors considered by the Board and the conclusions that formed the basis for the Board’s approval of the initial sub-advisory agreement:

Eagle Asset Management, Inc.

The Board noted that FundQuest Incorporated, Advisor to the ActivePassive Small/Mid Cap Growth Fund, had reviewed the services provided by Ashfield Capital Partners, LLC (“Ashfield”), sub-advisor to the ActivePassive Small/Mid Cap Growth Fund, and their recent underperformance against the Fund’s benchmark, and determined to recommend the replacement of the sub-advisor with Eagle Asset Management, Inc. (“Eagle”).  The Board further noted that the terms and conditions of the new Sub-advisory Agreement with Eagle were generally similar in all material respects to the terms and conditions of the previous sub-advisory agreement with Ashfield, which the Board last reviewed and approved at its Board meeting held on December 12, 2007.  It was also noted that the fees payable to Eagle under its Sub-advisory Agreement, though subject to different breakpoints than had been the case with Ashfield, do not result in an increase in the Fund’s advisory fee levels previously approved by the Fund’s initial shareholders.

In approving the Sub-advisory Agreement, the Board considered the overall fairness of the Sub-advisory Agreement and whether the agreement was in the best interest of the Fund. The Board further considered factors it deemed relevant with respect to the Fund, including, as applicable: (1) the nature, quality and extent of the services provided or to be provided by the sub-advisor to the Fund; (2) the investment  performance of the Fund and its sub-advisor; (3) the costs of the services to be provided and profits to be realized by the sub-advisor and its affiliates from the sub-advisor’s relationship with the Fund; (4) the extent to which economies of scale will be realized as the Fund grows and whether fee levels reflect those economies of scale for the benefit of Fund investors; and (5) comparative services rendered and comparative advisory and sub-advisory fee rates. In considering the Sub-advisory Agreement, no single factor was determinative of the Board’s decision to approve the Sub-advisory Agreement; rather, the Board based their determination on the total mix of information available to them.  In

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April 30, 2010 (Unaudited)

addition to the foregoing factors, the Board also discussed whether there were other benefits received by the Advisor, the sub-advisor, or their affiliates, from the sub-advisor’s relationship with the Fund.  The Board concluded that any fall-out benefits resulting from the engagement of the sub-advisor were such that they did not impact the Board’s conclusion that the proposed sub-advisory fees were reasonable.

The Board noted that Eagle’s fees would continue to be paid entirely by the Advisor so that no additional expenses would be borne by shareholders for the engagement of Eagle.  The Board considered the scope and quality of services to be provided by the sub-advisor, including the fact that the sub-advisor pays the costs of all necessary investment and management facilities necessary for the efficient conduct of its services.  The Board also considered the qualifications and experience of the portfolio managers responsible for managing the sub-advisor’s portion of the Fund.  The Board further considered comparative fees and performance data of other comparable portfolios managed by the sub-advisor. Based on these considerations, the Board was satisfied, with respect to Eagle and the Fund that (1) the Fund was reasonably likely to benefit from the nature, quality and extent of the sub-advisor’s services and (2) the sub-advisor’s compensation is fair and reasonable.  The Board was also assisted by the advice of Trust counsel in making this determination.  

No single factor was determinative of the Board’s decision to approve the sub-advisory agreement; rather, the Trustees based their determination on the total mix of information available to them.  Based on a consideration of all the factors in their totality, the Trustees determined that the sub-advisory arrangement with Eagle, including sub-advisory fees, were fair and reasonable to the Fund.  The Board therefore determined that the approval of the sub-advisory agreement was in the best interests of the Fund and its shareholders.

82

ActivePassive Funds

APPROVAL OF INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS

April 30, 2010 (Unaudited)

At a meeting held on December 10, 2009, the Board, including the persons who are Independent Trustees as defined under the Investment Company Act, considered and approved the continuance of the Advisory Agreement for the ActivePassive Emerging Markets Equity Fund, ActivePassive Global Bond Fund, ActivePassive Intermediate Municipal Bond Fund, ActivePassive Intermediate Taxable Bond Fund, ActivePassive International Equity Fund, ActivePassive Large Cap Growth Fund, ActivePassive Large Cap Value Fund, ActivePassive Small/Mid Cap Growth Fund and ActivePassive Small/Mid Cap Value Fund with FundQuest Incorporated (the “Advisor”) for another annual term. In addition, the Board considered and approved the Sub-Advisory Agreements for the ActivePassive Emerging Markets Equity Fund, ActivePassive Intermediate Municipal Bond Fund, ActivePassive Intermediate Taxable Bond Fund, ActivePassive International Equity Fund, ActivePassive Large Cap Growth Fund, ActivePassive Large Cap Value Fund, with each Fund’s Sub-Advisor for another annual term. Prior to this meeting, the Board received and reviewed substantial information regarding the Funds, the Advisor, each of the Sub-Advisors and the services provided by the Advisor  and each Sub-Advisor to the Funds under the Advisory and Sub-Advisory Agreements.  This information, together with the information provided to the Board throughout the course of the year, formed the primary (but not exclusive) basis for the Board’s determinations.  Below is a summary of the factors considered by the Board and the conclusions that formed the basis for the Board’s continuance of the Advisory and Sub-Advisory Agreements.  For purposes of this disclosure, unless indicated otherwise, the term “Advisor” refers to each of FundQuest Incorporated (“FundQuest”) as the Advisor and each Sub-Advisor and the term “Advisory Agreement” refers to each of the FundQuest Advisory Agreement and each Sub-Advisory Agreement.

1. THE NATURE, EXTENT AND QUALITY OF THE SERVICES PROVIDED AND TO BE PROVIDED BY THE ADVISOR UNDER THE ADVISORY AGREEMENT.  The Board considered the Advisor’s specific responsibilities in the day-to-day investment management of the Funds. The Board considered the qualifications, experience and responsibilities of the portfolio managers, as well as the responsibilities of other key personnel of the Advisor involved in the day-to-day activities of the Funds. The Board also considered the resources and compliance structure of the Advisor, including information regarding its compliance program, its chief compliance officer and the Advisor’s compliance record, and the Advisor’s business continuity plan. The Board also considered the prior relationship between the Advisor and the Trust, as well as the Board’s knowledge of the Advisor’s operations, and noted that during the

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ActivePassive Funds

APPROVAL OF INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS (Continued)

April 30, 2010 (Unaudited)

course of the prior year they had met with the Advisor in person to discuss various marketing and compliance topics.  The Board took into account the oversight responsibilities of FundQuest, as the Advisor, over the Sub-Advisors both in terms of investments as well as compliance monitoring, and noted that FundQuest has taken action, when appropriate, to recommend changes in Sub-Advisors.  The Board concluded that the Advisor had the quality and depth of personnel, resources, investment methods and compliance policies and procedures essential to performing its duties under the Advisory Agreement and that the nature, overall quality, cost and extent of such management services are satisfactory and reliable.

2. THE FUNDS’ HISTORICAL YEAR-TO-DATE PERFORMANCE AND THE OVERALL PERFORMANCE OF THE ADVISOR.  In assessing the quality of the portfolio management delivered by the Advisor, the Board reviewed the performance of the Funds as of September 30, 2009 on both an absolute basis, and in comparison to its peer funds as classified by Lipper.  In reviewing the performance of the Funds, the Board took into account that while the performance for certain Funds was disappointing, the Funds were new, with less than two years of performance history.  The Board also noted that in certain cases, Funds with disappointing performance have recently replaced Sub-Advisors at the recommendation of FundQuest and in other cases, FundQuest was continuing to monitor closely Sub-Advisor performance.  The Board determined to continue to closely monitor the Funds’ performance.

ActivePassive Emerging Markets Fund: The Board noted that the Fund’s performance was above its peer group median and averages for all relevant periods, except that the Fund’s performance was below its peer group average for the three-month total return.  

ActivePassive Global Bond Fund:  The Board noted that the Fund’s performance was above its peer group median and average for the since-inception total return, above its peer group median for the three-month and year-to-date total returns, and above its peer group average for the one-year total return, although the Fund’s performance was  below its peer group averages for the three-month and year-to-date total returns and below its peer group median for the one-year total return.  

ActivePassive Intermediate Municipal Bond Fund: The Board noted that the Fund’s performance was above its peer group median and averages for the three-month and one-year total returns, although the Fund’s performance was below its peer group median and averages for the year-to-date and since-inception total returns.  

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ActivePassive Funds

APPROVAL OF INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS (Continued)

April 30, 2010 (Unaudited)

ActivePassive Intermediate Taxable Bond Fund:  The Board noted that the Fund’s performance was below its peer group median and averages for all relevant periods, except that the Fund’s performance was above its peer group average for the since-inception total return.

ActivePassive International Equity Fund:  The Board noted that the Fund’s performance was below its peer group median and averages for all relevant periods, except that the Fund’s performance was above its peer group median for the since-inception total return.

ActivePassive Large Cap Growth Fund:  The Board noted that the Fund’s performance was below its peer group median and averages for all relevant periods.

ActivePassive Large Cap Value Fund: The Board noted that the Fund’s performance was below its peer group median and averages for all relevant periods.

ActivePassive Small/Mid Cap Growth Fund: The Board noted that the Fund’s performance was below its peer group median and averages for all relevant periods.

ActivePassive Small/Mid Cap Value Fund:  The Board noted that the Fund’s performance was below its peer group median and averages for all relevant periods.

3. THE COSTS OF THE SERVICES TO BE PROVIDED BY THE ADVISOR AND THE STRUCTURE OF THE ADVISOR’S FEE UNDER THE ADVISORY AGREEMENT.  In considering the advisory fee and total fees and expenses of each Fund, the Board reviewed comparisons to its peer funds and separate accounts for other types of clients advised by the Advisor and all expense waivers and reimbursements.  In reviewing sub-advisory fees, the Board was mindful that the sub-advisory fees were paid by FundQuest out of its advisory fee and not directly by the Fund and that the fee rates were the result of arms-length negotiation between FundQuest and each Sub-Advisor.

ActivePassive Emerging Markets Fund: The Board noted that FundQuest had contractually agreed to maintain an annual expense ratio for the Fund of 1.60% (the “Expense Cap”).  The Board noted that the Fund’s total expense ratio and contractual advisory fee were below the median and average of its peer group.  The Board also considered that after advisory fee waivers and the payment of Fund expenses necessary to maintain the Expense Cap, FundQuest received no advisory fees from the Fund during the most recent fiscal period.  As a result, the Board noted that the Fund’s expenses and contractual advisory

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ActivePassive Funds

APPROVAL OF INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS (Continued)

April 30, 2010 (Unaudited)

fee were generally below the range of its peer group and that its net advisory fee was not outside the range of its peer group.

ActivePassive Global Bond Fund: The Board noted that FundQuest had contractually agreed to maintain an annual expense ratio for the Fund of 1.20% (the “Expense Cap”).  The Board noted that the Fund’s total expense ratio and contractual advisory fee were above the median and average of its peer group.  The Board also considered that after advisory fee waivers and the payment of Fund expenses necessary to maintain the Expense Cap, FundQuest received no advisory fees from the Fund during the most recent fiscal period.  As a result, the Board noted that the Fund’s expenses and contractual advisory fee were generally above the range of its peer group but that its net advisory fee was not outside the range of its peer group.

ActivePassive Intermediate Municipal Bond Fund:  The Board noted that FundQuest had contractually agreed to maintain an annual expense ratio for the Fund of 1.00% (the “Expense Cap”).  The Board noted that the Fund’s total expense ratio and contractual advisory fee were above the median and average of its peer group.  The Board also considered that after advisory fee waivers and the payment of Fund expenses necessary to maintain the Expense Cap, FundQuest received no advisory fees from the Fund during the most recent fiscal period.  As a result, the Board noted that the Fund’s expenses and contractual advisory fee were generally above the range of its peer group but that its net advisory fee was not outside the range of its peer group.

ActivePassive Intermediate Taxable Bond Fund: The Board noted that FundQuest had contractually agreed to maintain an annual expense ratio for the Fund of 1.00% (the “Expense Cap”).  The Board noted that the Fund’s total expense ratio and contractual advisory fee were above the median and average of its peer group.  The Board also considered that after advisory fee waivers and the payment of Fund expenses necessary to maintain the Expense Cap, FundQuest received no advisory fees from the Fund during the most recent fiscal period.  As a result, the Board noted that the Fund’s expenses and contractual advisory fee were generally above the range of its peer group but that its net advisory fee was not outside the range of its peer group.

ActivePassive International Equity Fund: The Board noted that FundQuest had contractually agreed to maintain an annual expense ratio for the Fund of 1.30% (the “Expense Cap”).  The Board noted that the Fund’s total expense ratio and contractual advisory fee were above the median and average of its peer group.  The Board also considered that after advisory fee waivers and the

86

ActivePassive Funds

APPROVAL OF INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS (Continued)

April 30, 2010 (Unaudited)

payment of Fund expenses necessary to maintain the Expense Cap, FundQuest received no advisory fees from the Fund during the most recent fiscal period.  As a result, the Board noted that the Fund’s expenses and contractual advisory fee were generally above the range of its peer group but that its net advisory fee was not outside the range of its peer group.

ActivePassive Large Cap Growth Fund:  The Board noted that FundQuest had contractually agreed to maintain an annual expense ratio for the Fund of 1.30% (the “Expense Cap”).  The Board noted that the Fund’s total expense ratio was above the median but below the average of its peer group.  Additionally, the Board noted that the Fund’s contractual advisory fee was above the median and average of its peer group.  The Board also considered that after advisory fee waivers and the payment of Fund expenses necessary to maintain the Expense Cap, FundQuest received no advisory fees from the Fund during the most recent fiscal period. As a result, the Board noted that the Fund’s expenses and contractual advisory fee were generally above the range of its peer group but that its net advisory fee was not outside the range of its peer group.

ActivePassive Large Cap Value Fund: The Board noted that FundQuest had contractually agreed to maintain an annual expense ratio for the Fund of 1.20% (the “Expense Cap”).  The Board noted that the Fund’s total expense ratio was above the median but below the average of its peer group.  Additionally, the Board noted that the Fund’s contractual advisory fee was above the median and average of its peer group.  The Board also considered that after advisory fee waivers and the payment of Fund expenses necessary to maintain the Expense Cap, FundQuest received no advisory fees from the Fund during the most recent fiscal period.  As a result, the Board noted that the Fund’s expenses and contractual advisory fee were generally above the range of its peer group but that its net advisory fee was not outside the range of its peer group.

ActivePassive Small/Mid Cap Growth Fund: The Board noted that FundQuest had contractually agreed to maintain an annual expense ratio for the Fund of 1.50% (the “Expense Cap”).  The Board noted that the Fund’s total expense ratio was above the median but below the average of its peer group.  Additionally, the Board noted that the Fund’s contractual advisory fee was the same as the median of its peer group and very close to the average of its peer group.  The Board also considered that after advisory fee waivers and the payment of Fund expenses necessary to maintain the Expense Cap, FundQuest received no advisory fees from the Fund during the most recent fiscal period.  As a result, the Board noted that the Fund’s expenses and contractual advisory fee

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ActivePassive Funds

APPROVAL OF INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS (Continued)

April 30, 2010 (Unaudited)

were generally at or below the range of its peer group and that its net advisory fee was not outside the range of its peer group.

ActivePassive Small/Mid Cap Value Fund: The Board noted that FundQuest had contractually agreed to maintain an annual expense ratio for the Fund of 1.40% (the “Expense Cap”).  The Board noted that the Fund’s total expense ratio was above the median but below the average of its peer group.  Additionally, the Board noted that the Fund’s contractual advisory fee was above the median and average of its peer group.  The Board also considered that after advisory fee waivers and the payment of Fund expenses necessary to maintain the Expense Cap, FundQuest received no advisory fees from the Fund during the most recent fiscal period.  As a result, the Board noted that the Fund’s expenses and contractual advisory fee were generally above the range of its peer group but that its net advisory fee was not outside the range of its peer group.

4. ECONOMIES OF SCALE.  The Board also considered that economies of scale would be expected to be realized as the assets of the Funds grow.  The Board noted that FundQuest has contractually agreed to reduce its advisory fees or pay for Fund expenses so that the Funds do not exceed a specified expense limitation.  The Board concluded that there were no effective economies of scale to be shared with the Funds at current asset levels, but considered revisiting this issue in the future as circumstances changed and asset levels increased.  

5. THE PROFITS TO BE REALIZED BY THE ADVISOR AND ITS AFFILIATES FROM THEIR RELATIONSHIP WITH THE FUNDS.  The Board reviewed the Advisor’s financial information and took into account both the direct benefits and the indirect benefits to the Advisor from advising the Funds. The Board considered the profitability to FundQuest from its relationship with the Funds and considered any additional benefits derived by the Advisor from its relationship with the Funds. After such review, the Board determined that the profitability to FundQuest with respect to the Advisory Agreement was not excessive, and that the Advisor had sufficient resources to support the services it provides to the Funds.  

No single factor was determinative of the Board’s decision to approve the continuance of the Advisory Agreement for the ActivePassive Emerging Markets Equity Fund, ActivePassive Global Bond Fund, ActivePassive Intermediate Municipal Bond Fund, ActivePassive Intermediate Taxable Bond Fund, ActivePassive International Equity Fund, ActivePassive Large Cap Growth Fund,

88

ActivePassive Funds

APPROVAL OF INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS (Continued)

April 30, 2010 (Unaudited)

ActivePassive Large Cap Value Fund, ActivePassive Small/Mid Cap Growth Fund and ActivePassive Small/Mid Cap Value Fund or each Sub-Advisory Agreement for the ActivePassive Emerging Markets Equity Fund, ActivePassive Intermediate Municipal Bond Fund, ActivePassive Intermediate Taxable Bond Fund, ActivePassive International Equity Fund, ActivePassive Large Cap Growth Fund, ActivePassive Large Cap Value Fund, but rather the Board based its determination on the total mix of information available to them.  Based on a consideration of all the factors in their totality, the Board determined that the advisory arrangement with the Advisor and the sub-advisory arrangements with each Sub-Advisor, including the advisory and sub-advisory fees, were fair and reasonable.  The Board therefore determined that the continuance of the Advisory Agreement for the ActivePassive Emerging Markets Equity Fund, ActivePassive Global Bond Fund, ActivePassive Intermediate Municipal Bond Fund, ActivePassive Intermediate Taxable Bond Fund, ActivePassive International Equity Fund, ActivePassive Large Cap Growth Fund, ActivePassive Large Cap Value Fund, ActivePassive Small/Mid Cap Growth Fund and ActivePassive Small/Mid Cap Value Fund and the Sub-Advisory Agreement for the ActivePassive Emerging Markets Equity Fund, ActivePassive Intermediate Municipal Bond Fund, ActivePassive Intermediate Taxable Bond Fund, ActivePassive International Equity Fund, ActivePassive Large Cap Growth Fund, ActivePassive Large Cap Value Fund, would be in the best interest of each Fund and its shareholders.

89

ActivePassive Funds

NOTICE TO SHAREHOLDERS

April 30, 2010 (Unaudited)

How to Obtain a Copy of the Funds’ Proxy Voting Policies and Proxy Voting Records

A description of the policies and procedures that the Funds uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling 1-877-273-8635, or on the SEC’s website at http://www.sec.gov.  The Funds’ proxy voting record is available on the SEC’s website at www.sec.gov no later than August 31 for the prior 12 months ending June 30.

Disclosure of Portfolio Holdings

The Funds file their complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Funds’ Form N-Q is available on the SEC’s website at http://www.sec.gov. The Funds’ Form N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.  Information included in the Fund’s Form N-Q is also available by calling 1-877-273-8635.

Federal Tax Distribution Information (Unaudited)

For the fiscal year ended October 31, 2009, certain dividends paid by the Funds may be subject to a maximum tax rate of 15%, as provided by the Jobs and Growth Tax Relief Reconciliation Act of 2003.  The percentage of dividends declared from ordinary income designated as qualified dividend income was as follows:

Large Cap Growth Fund	0.00%
Large Cap Value Fund	100.00%
Small/Mid Cap Growth Fund	0.00%
Small/Mid Cap Value Fund	100.00%
International Equity Fund	100.00%
Emerging Markets Equity Fund	95.10%
Global Bond Fund	98.74%
Intermediate Taxable Bond Fund	0.00%
Intermediate Municipal Bond Fund	0.00%

90

ActivePassive Funds

NOTICE TO SHAREHOLDERS (Continued)

April 30, 2010 (Unaudited)

For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the fiscal year ended October 31, 2009 was as follows:

Large Cap Growth Fund	0.00%
Large Cap Value Fund	100.00%
Small/Mid Cap Growth Fund	0.00%
Small/Mid Cap Value Fund	100.00%
International Equity Fund	92.73%
Emerging Markets Equity Fund	21.28%
Global Bond Fund	98.74%
Intermediate Taxable Bond Fund	0.00%
Intermediate Municipal Bond Fund	0.00%

The Large Cap Value Fund, Small/Mid Cap Value Fund, International Equity Fund, Emerging Markets Equity Fund, Global Bond Fund, Intermediate Taxable Bond and Intermediate Municipal Bond Fund hereby designate 3.57%, 2.03%, 5.63%, 4.52%, 0.28%, 49.48%, and 100.00%, respectively, of their ordinary income distributions for the fiscal year as interest-related dividends under Internal Revenue Code Section 871(k)(1)(c).

The Percentage of taxable ordinary income distributions that are designated as short-term capital gain distributions under Internal Revenue Section 871(k)(2)(C) for each Fund were as follows:

Large Cap Growth Fund	0.00%
Large Cap Value Fund	0.00%
Small/Mid Cap Growth Fund	0.00%
Small/Mid Cap Value Fund	0.00%
International Equity Fund	0.00%
Emerging Markets Equity Fund	0.00%
Global Bond Fund	0.00%
Intermediate Taxable Bond Fund	0.00%
Intermediate Municipal Bond Fund	100.00%

Trustees and Officers

The Funds’ Statement of Additional Information includes additional information about the Funds’ Trustees and Officers and is available, without charge, upon request, by calling 1-877-273-8635.

91

Advisor

FundQuest, Incorporated

One Winthrop Square

Boston, MA  02110

Distributor

Quasar Distributors, LLC

615 East Michigan Street

Milwaukee, WI  53202

Transfer Agent

U.S. Bancorp Fund Services, LLC

615 East Michigan Street

Milwaukee, WI  53202

(877) 273-8635

Custodian

U.S. Bank N.A.

1555 North River Center Drive, Suite 302

Milwaukee, WI  53212

Independent Registered Public Accounting Firm

Tait, Weller & Baker LLP

1818 Market Street, Suite 2400

Philadelphia, PA  19103

Legal Counsel

Paul, Hastings, Janofsky & Walker LLP

75 East 55th Street, First Floor

New York, NY  10022-3205

Past performance results shown in this report should not be considered a representation of future performance.  Share price and returns will fluctuate so that shares, when redeemed, may be worth more or less than their original cost.  Statements and other information herein are dated and are subject to change.

Item 2. Code of Ethics.

Not applicable for semi-annual reports.

Item 3. Audit Committee Financial Expert.

Not applicable for semi-annual reports.

Item 4. Principal Accountant Fees and Services.

Not applicable for semi-annual reports.

Item 5. Audit Committee of Listed Registrants.

Not applicable to registrants who are not listed issuers (as defined in Rule 10A-3 under the Securities Exchange Act of 1934).

Item 6. Investments.

(a)   Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.

(b) Not Applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable to open-end investment companies.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable to open-end investment companies.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable to open-end investment companies.

Item 10. Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of trustees.

Item 11. Controls and Procedures.

(a)   The Registrant’s President/Principal Executive Officer and Treasurer/Principal Financial Officer have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934.  Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider.

(b)   There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the 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) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Not Applicable.

(2) A separate certification for each principal executive and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.  Filed herewith.

(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons.  Not applicable to open-end investment companies.

(b)   Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.  Furnished herewith.

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.

(Registrant)  Advisors Series Trust                                                                                                

By (Signature and Title)* /s/ Douglas G. Hess                                                                                                

Douglas G. Hess, President

Date   6/30/10

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.

By (Signature and Title)* /s/ Douglas G. Hess                                                                                                

Douglas G. Hess, President

Date   6/30/10

By (Signature and Title)* _/s/ Cheryl L. King                                                                                                           

Cheryl L. King, Treasurer

Date   6/30/10

* Print the name and title of each signing officer under his or her signature.