apf-ncsrs.htm

Each a series of

Advisors Series Trust

Semi-Annual Report

April 30, 2011

ActivePassive Funds

EXPENSE EXAMPLE

April 30, 2011 (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, 2010 to April 30, 2011.

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. To the extent the Fund invests in shares of other investment companies as part of its investment strategy, you will indirectly bear your proportionate share of any fees and expenses charged by the underlying funds in which the fund invests in addition to the expenses of the fund. 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

ActivePassive Funds

EXPENSE EXAMPLE (Continued)

April 30, 2011 (Unaudited)

(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 transaction costs were included, your costs would have been higher.

	Beginning	Ending	Expenses Paid
	Account Value	Account Value	During Period(1)
	11/01/10	4/30/11	11/01/10 – 4/30/11
Actual – Class A(1)
Large Cap Growth Fund	$1,000.00	$1,146.50	$6.92
Large Cap Value Fund	$1,000.00	$1,178.10	$6.48
Small/Mid Cap Fund	$1,000.00	$1,250.60	$8.37
International Equity Fund	$1,000.00	$1,122.00	$6.84
Global Bond Fund	$1,000.00	$1,017.80	$6.00
Intermediate Taxable
Bond Fund	$1,000.00	$994.10	$4.94
Intermediate Municipal
Bond Fund	$1,000.00	$986.60	$4.93

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 Fund	$1,000.00	$1,017.36	$7.50
International Equity Fund	$1,000.00	$1,018.35	$6.51
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 Fund, 1.30% for International 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 14.65% for Large Cap Growth Fund, 17.81% for Large Cap Value Fund, 25.06% for Small/Mid Cap Fund, 12.20% for International Equity Fund, 1.78% for Global Bond Fund, (0.59%) for Intermediate Taxable Bond Fund, (1.34%) for Intermediate Municipal Bond Fund for the six month period of operations from November 1, 2010 to April 30, 2011.

ActivePassive Funds

PORTFOLIO ALLOCATIONS

April 30, 2011 (Unaudited)

ActivePassive Large Cap Growth Fund

	TOP TEN HOLDINGS	% net assets
	Vanguard Growth ETF	52.91%
	Apple Inc.	2.40%
	BorgWarner, Inc.	2.08%
	priceline.com, Inc.	2.00%
	Amazon.com, Inc.	1.88%
	Expeditors International
	of Washington, Inc.	1.80%
	Union Pacific Corp.	1.73%
	Johnson Controls, Inc.	1.72%
	Intuit Inc.	1.68%
	Wells Fargo & Co.	1.66%

ActivePassive Large Cap Value Fund

	TOP TEN HOLDINGS	% net assets
	Vanguard Value ETF	66.05%
	General Electric Co.	1.32%
	Marathon Oil Corp.	1.32%
	Chevron Corp.	1.26%
	Apache Corp.	1.16%
	Freeport-McMoRan
	Copper & Gold, Inc.	1.12%
	Microsoft Corp.	1.03%
	Baxter International, Inc.	1.02%
	AT&T, Inc.	0.97%
	Transocean Ltd.	0.97%

The portfolio’s holdings and allocations are subject to change. The percentages are of total net assets and as of April 30, 2011.

ActivePassive Funds

PORTFOLIO ALLOCATIONS (Continued)

April 30, 2011 (Unaudited)

ActivePassive Small/Mid Cap Fund

	TOP TEN HOLDINGS	% net assets
	iShares Russell 2000
	Growth Index Fund	19.47%
	iShares Russell 2000
	Value Index Fund	16.25%
	iShares Russell Midcap
	Growth Index Fund	7.13%
	iShares Russell Midcap
	Value Index Fund	4.61%
	Lufkin Industries, Inc.	2.13%
	Genesco Inc.	1.56%
	WABCO Holdings Inc.	1.37%
	Vitamin Shoppe, Inc.	1.24%
	GrafTech International Ltd.	1.23%
	The Fresh Market, Inc.	1.22%

ActivePassive International Equity Fund

	TOP TEN HOLDINGS	% net assets
	Fidelity Spartan
	International Index Fund	56.50%
	BHP Billiton Ltd.	0.95%
	Shire PLC	0.93%
	Imperial Tobacco Group PLC	0.91%
	Compass Group PLC	0.89%
	America Movil SAB de C.V.	0.83%
	Nestle SA	0.83%
	Anheuser-Busch InBev NV	0.79%
	Novo Nordisk A/S	0.77%
	Hyundai Mobis	0.77%

The portfolio’s holdings and allocations are subject to change. The percentages are of total net assets and as of April 30, 2011.

ActivePassive Funds

PORTFOLIO ALLOCATIONS (Continued)

April 30, 2011 (Unaudited)

ActivePassive Global Bond Fund

	TOP HOLDINGS	% net assets
	Loomis Sayles Global
	Bond Fund	36.66%
	SPDR Barclays Capital
	International Treasury
	Bond ETF	23.32%
	Vanguard Total
	Bond Market ETF	22.67%
	Oppenheimer International
	Bond Fund	13.04%

ActivePassive Intermediate Taxable Bond Fund

	TOP TEN HOLDINGS	% net assets
	Vanguard Total Bond
	Market ETF	57.63%
	U.S. Treasury Note,
	1.00%, 07/15/2013	2.88%
	FNMA, 1.50%, 06/26/2013	2.54%
	U.S. Treasury Note,
	2.50%, 06/30/2017	1.97%
	U.S. Treasury Note,
	2.75%, 02/15/2019	1.61%
	U.S. Treasury Inflation Index,
	1.25%, 07/15/2020	1.26%
	U.S. Treasury Note,
	1.00%, 01/15/2014	1.09%
	U.S. Treasury Note,
	2.75%, 02/28/2013	0.95%
	FNMA, 2.375%, 07/28/2015	0.75%
	FHLMC, 1.125%, 07/27/2012	0.72%

The portfolio’s holdings and allocations are subject to change. The percentages are of total net assets and as of April 30, 2011.

ActivePassive Funds

PORTFOLIO ALLOCATIONS (Continued)

April 30, 2011 (Unaudited)

ActivePassive Intermediate Municipal Bond Fund

	TOP TEN HOLDINGS	% net assets
	SPDR Nuveen Barclays
	Capital Municipal
	Bond ETF	19.49%
	iShares S&P National
	AMT-Free Bond Fund	19.43%
	Massachusetts Bay
	Transportation Authority,
	5.00%, 07/01/2024	3.01%
	City of New York
	General Obligation,
	5.00%, 08/01/2022	2.89%
	State of Oregon Department
	of Administrative Services,
	5.00%, 04/01/2019	2.68%
	State of Ohio
	General Obligation,
	5.00%, 08/01/2017	2.67%
	New Jersey Environmental
	Infrastructure, 5.00%,
	09/01/2023	2.59%
	State of Florida
	Board of Education,
	5.00%, 06/01/2023	2.19%
	State of California
	Various Purpose,
	5.00%, 03/01/2026	2.01%
	San Francisco Bay Area
	Toll Authority,
	5.00%, 04/01/2021	1.76%

The portfolio’s holdings and allocations are subject to change. The percentages are of total net assets and as of April 30, 2011.

ActivePassive Large Cap Growth Fund

SCHEDULE OF INVESTMENTS

April 30, 2011 (Unaudited)

			Fair
	Shares		Value

COMMON STOCKS – 42.65%

Arts, Entertainment & Recreation – 1.43%
The Walt Disney Co.		10,593	$	456,558

Finance & Insurance – 6.68%
The Charles Schwab Corp.		24,346		445,775
SunTrust Banks, Inc.		16,433		463,246
T. Rowe Price Group, Inc.		7,837		503,527
Visa Inc.		2,435		190,222
Wells Fargo & Co.		18,256		531,432
				2,134,202
Information – 2.94%
Google Inc. (a)		741		403,178
Intuit Inc. (a)		9,673		537,432
				940,610
Manufacturing – 18.25%
Apple Inc. (a)		2,208		768,892
BorgWarner, Inc. (a)		8,606		664,727
Cameron International Corp. (a)		8,930		470,790
Caterpillar Inc.		1,725		199,082
Deere & Co.		4,825		470,438
Emerson Electric Co.		8,318		505,402
Illumina, Inc. (a)		5,028		356,887
Intuitive Surgical, Inc. (a)		1,478		516,857
Johnson Controls, Inc.		13,387		548,867
LVMH Moet Hennessy Lou Vuitton SA – ADR (b)		4,050		145,759
PACCAR Inc.		2,706		143,716
Precision Castparts Corp.		3,115		481,330
QUALCOMM Inc.		6,652		378,100
Teva Pharmaceutical Industries Ltd. – ADR (b)		4,038		184,658
				5,835,505
Mining – 4.04%
Core Laboratories N.V. (b)		3,810		365,684
Schlumberger Limited (b)		5,150		462,212
Vale SA – ADR (b)		13,897		464,160
				1,292,056

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

ActivePassive Large Cap Growth Fund

SCHEDULE OF INVESTMENTS (Continued)

April 30, 2011 (Unaudited)


			Fair
	Shares		Value

COMMON STOCKS – 42.65% (Continued)

Professional, Scientific &
Technical Services – 3.10%
priceline.com, Inc. (a)		1,169	$	639,455
Salesforce.com, Inc. (a)		2,541		352,183
				991,638

Retail Trade – 1.88%
Amazon.com, Inc. (a)		3,054		600,111

Transportation & Warehousing – 4.33%
C.H. Robinson Worldwide, Inc.		3,215		257,779
Expeditors International of Washington, Inc.		10,582		574,285
Union Pacific Corp.		5,335		552,012
				1,384,076
TOTAL COMMON STOCKS
(Cost $9,869,829)				13,634,756

EXCHANGE-TRADED FUNDS – 52.91%
Vanguard Growth ETF		255,177		16,915,683

TOTAL EXCHANGE-TRADED FUNDS
(Cost $13,165,106)				16,915,683

SHORT-TERM INVESTMENTS – 2.87%
Investment Companies – 2.87%
Fidelity Institutional Money Market
Portfolio – Select Class, 0.14% (c)		919,502		919,502

TOTAL SHORT-TERM INVESTMENTS
(Cost $919,502)				919,502
Total Investments (Cost $23,954,437) – 98.43%				31,469,941
Other Assets in Excess of Liabilities – 1.57%				500,720
TOTAL NET ASSETS – 100.00%			$	31,970,661

FOOTNOTES

Percentages are stated as a percent of net assets.

ADRAmerican Depository Receipt

(a)	Non Income Producing

(b)	Foreign Issued Security

(c)	Rate shown is the 7-day yield as of April 30, 2011.

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

ActivePassive Large Cap Value Fund

SCHEDULE OF INVESTMENTS

April 30, 2011 (Unaudited)

			Fair
	Shares		Value

COMMON STOCKS – 33.63%

Finance & Insurance – 5.29%
The Allstate Corp.		5,379	$	182,025
American Express Co.		3,440		168,835
Bank of America Corp.		15,055		184,875
Bank of New York Mellon Corp.		5,878		170,227
Humana Inc. (a)		3,086		234,906
JPMorgan Chase & Co.		5,465		249,368
Legg Mason, Inc.		4,569		169,738
				1,359,974

Health Care & Social Assistance – 1.24%
Laboratory Corp. of America Holdings (a)		1,999		192,844
Quest Diagnostics, Inc.		2,223		125,333
				318,177

Information – 2.84%
AT&T, Inc.		8,056		250,703
Microsoft Corp.		10,169		264,597
Time Warner Cable, Inc.		2,754		215,170
				730,470

Manufacturing – 13.64%
Altria Group, Inc.		7,972		213,968
Baxter International, Inc.		4,630		263,447
Chevron Corp.		2,953		323,176
ConocoPhillips		2,815		222,188
Dover Corp.		3,352		228,070
Emerson Electric Co.		3,801		230,949
Fortune Brands, Inc.		2,925		190,359
General Electric Co.		16,657		340,636
Honeywell International, Inc.		2,734		167,403
Ingersoll-Rand Co., Ltd. (b)		3,035		153,267
Intel Corp.		9,560		221,696
Philip Morris International Inc.		2,338		162,351
The Procter & Gamble Co.		3,451		223,970
SanDisk Corp. (a)		3,033		149,042
United Technologies Corp.		2,115		189,462

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

ActivePassive Large Cap Value Fund

SCHEDULE OF INVESTMENTS (Continued)

April 30, 2011 (Unaudited)

			Fair
	Shares		Value

COMMON STOCKS – 33.63% (Continued)

Manufacturing – 13.64% (Continued)
Watson Pharmaceuticals, Inc. (a)		3,691	$	228,916
				3,508,900

Mining – 4.57%
Apache Corp.		2,235		298,082
Freeport-McMoRan Copper & Gold, Inc.		5,252		289,018
Marathon Oil Corp.		6,268		338,723
Transocean Ltd. (a)(b)		3,434		249,824
				1,175,647
Professional, Scientific &
Technical Services – 0.62%
Covance Inc. (a)		2,547		159,442

Retail Trade – 3.33%
AutoZone, Inc. (a)		855		241,435
Best Buy Co., Inc.		3,947		123,225
eBay Inc. (a)		5,658		194,635
Staples, Inc.		4,483		94,771
Wal-Mart Stores, Inc.		3,687		202,711
				856,777

Utilities – 1.26%
NextEra Energy, Inc.		2,744		155,228
Public Service Enterprise Group, Inc.		5,231		168,281
				323,509

Wholesale Trade – 0.84%
AmerisourceBergen Corp.		5,305		215,595
TOTAL COMMON STOCKS
(Cost $6,307,718)				8,648,491

CLOSED-END FUNDS – 0.27%
John Hancock Bank and Thrift Opportunity Fund		3,984		68,206
TOTAL CLOSED-END FUNDS
(Cost $58,625)				68,206

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

ActivePassive Large Cap Value Fund

SCHEDULE OF INVESTMENTS (Continued)

April 30, 2011 (Unaudited)


			Fair
	Shares		Value

EXCHANGE-TRADED FUNDS – 66.05%
Vanguard Value ETF		290,846	$	16,985,407
TOTAL EXCHANGE-TRADED FUNDS
(Cost $14,262,891)				16,985,407

SHORT-TERM INVESTMENTS – 0.10%

Investment Companies – 0.10%
Fidelity Institutional Money Market
Portfolio – Select Class, 0.14% (c)		26,797		26,797
TOTAL SHORT-TERM INVESTMENTS
(Cost $26,797)				26,797
Total Investments (Cost $20,656,031) – 100.05%				25,728,901
Liabilities in Excess of Other Assets – (0.05%)				(12,091	)
TOTAL NET ASSETS – 100.00%			$	25,716,810

FOOTNOTES

Percentages are stated as a percent of net assets.

(a)	Non Income Producing

(b)	Foreign Issued Security

(c)	Rate shown is the 7-day yield as of April 30, 2011.

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

ActivePassive Small/Mid Cap Fund

SCHEDULE OF INVESTMENTS

April 30, 2011 (Unaudited)


			Fair
	Shares		Value

COMMON STOCKS – 56.54%

Accommodation & Food Services – 1.82%
BJ’s Restaurants Inc. (a)		4,409	$	207,003
Buffalo Wild Wings Inc. (a)		2,375		145,112
Orient-Express Hotels Ltd. (a)(b)		9,354		114,773
				466,888

Administrative Support, Waste Management
& Remediation Services – 1.83%
The Geo Group Inc. (a)		9,314		248,498
Waste Connections, Inc.		7,190		221,236
				469,734

Arts, Entertainment & Recreation – 1.22%
Bally Technologies Inc. (a)		5,257		204,970
Pinnacle Entertainment, Inc. (a)		7,699		106,862
				311,832

Finance & Insurance – 3.81%
Cash America International, Inc.		6,237		295,946
Catalyst Health Solutions, Inc. (a)		3,151		187,674
Centene Corp. (a)		5,519		199,953
Duff & Phelps Corp.		4,835		74,411
Janus Capital Group Inc.		6,953		84,618
optionsXpress Holdings Inc.		4,008		73,907
UMB Financial Corp.		1,395		58,743
				975,252

Information – 6.87%
ANSYS, Inc. (a)		3,711		205,181
Compuware Corp. (a)		16,510		187,058
Fortinet Inc. (a)		4,290		208,923
Informatica Corp. (a)		4,854		271,873
Progress Software Corp. (a)		5,308		157,382
QLIK Technologies Inc. (a)		4,782		153,311
SuccessFactors, Inc. (a)		6,042		209,476
TIBCO Software Inc. (a)		9,470		284,005
Vital Images, Inc. (a)		4,452		82,985
				1,760,194

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

ActivePassive Small/Mid Cap Fund

SCHEDULE OF INVESTMENTS (Continued)

April 30, 2011 (Unaudited)

			Fair
	Shares		Value

COMMON STOCKS – 56.54% (Continued)

Manufacturing – 25.71%
American Medical Systems Holdings, Inc. (a)		2,805	$	82,747
ArthroCare Corp. (a)		4,495		158,808
BioMarin Pharmaceutical Inc. (a)		5,586		150,208
Bruker Corp. (a)		8,779		173,297
Cepheid, Inc. (a)		3,619		116,930
Coherent, Inc. (a)		4,157		259,854
Delcath Systems Inc. (a)		5,551		39,246
DTS, Inc. (a)		5,459		240,524
EMS Technologies, Inc. (a)		7,185		181,493
Gentex Corp.		6,031		189,072
GrafTech International Ltd. (a)		13,611		315,775
Huntsman Corp.		13,235		275,950
Intrepid Potash, Inc. (a)		3,366		115,319
Lufkin Industries, Inc.		5,914		546,040
Meritor, Inc. (a)		9,518		163,805
Netlogic Microsystems Inc. (a)		4,674		201,590
Northwest Pipe Co. (a)		4,078		98,117
OYO Geospace Corp. (a)		2,175		202,884
Regal-Beloit Corp.		2,625		198,949
Regeneron Pharmaceuticals, Inc. (a)		1,746		89,238
RTI International Metals, Inc. (a)		6,130		195,792
Salix Pharmaceuticals, Ltd. (a)		3,611		141,876
Seattle Genetics, Inc. (a)		5,435		90,275
Shuffle Master, Inc. (a)		18,979		207,440
Sirona Dental Systems, Inc. (a)		3,615		206,308
Steven Madden, Ltd. (a)		2,989		158,865
Teradyne, Inc. (a)		8,289		133,452
Texas Industries, Inc.		4,194		176,861
Thoratec Corp. (a)		7,038		216,067
Titanium Metals Corp. (a)		8,248		165,207
Triumph Group, Inc.		2,022		174,135
Universal Display Corp. (a)		1,788		98,233
Universal Electronics Inc. (a)		5,927		164,119
Varian Semiconductor Equipment Associates, Inc. (a)		3,260		136,692
Veeco Instruments Inc. (a)		3,282		167,809

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

ActivePassive Small/Mid Cap Fund

SCHEDULE OF INVESTMENTS (Continued)

April 30, 2011 (Unaudited)

			Fair
	Shares		Value

COMMON STOCKS – 56.54% (Continued)

Manufacturing – 25.71% (Continued)
WABCO Holdings Inc. (a)		4,765	$	351,895
				6,584,872

Mining – 1.05%
Cloud Peak Energy, Inc. (a)		3,472		72,287
Oasis Petroleum Inc. (a)		6,360		195,443
				267,730

Professional, Scientific &
Technical Services – 5.67%
Allscripts Healthcare Solutions, Inc. (a)		7,815		168,335
ICON PLC – ADR (a)(b)		5,250		128,940
MedAssets, Inc. (a)		5,445		87,229
Monster Worldwide, Inc. (a)		3,855		63,261
NICE Systems Ltd. – ADR (a)(b)		5,043		192,290
PAREXEL International Corp. (a)		3,357		93,190
Quality Systems, Inc.		2,659		238,565
Radiant Systems, Inc. (a)		8,204		163,424
Riverbed Technology, Inc. (a)		4,201		147,623
Sapient Corp.		13,347		168,506
				1,451,363
Real Estate, Rental & Leasing – 0.46%
Acacia Research (a)		2,876		118,232

Retail Trade – 4.94%
Chico’s FAS, Inc.		8,628		126,228
The Fresh Market, Inc. (a)		7,489		313,190
Genesco Inc. (a)		9,903		399,883
Sotheby’s		2,183		110,285
Vitamin Shoppe, Inc. (a)		8,116		316,686
				1,266,272
Transportation & Warehousing – 1.96%
Atlas Air Worldwide Holdings, Inc. (a)		3,233		222,786
JetBlue Airways Corp. (a)		23,822		134,833
Landstar System, Inc.		3,019		143,101
				500,720

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

ActivePassive Small/Mid Cap Fund

SCHEDULE OF INVESTMENTS (Continued)

April 30, 2011 (Unaudited)


			Fair
	Shares		Value

COMMON STOCKS – 56.54% (Continued)

Wholesale Trade – 1.20%
American Axle & Manufacturing Holdings, Inc. (a)		15,387	$	196,954
Herbalife Ltd. (b)		1,218		109,352
				306,306
TOTAL COMMON STOCKS (Cost $10,190,460)				14,479,395

EXCHANGE-TRADED FUNDS – 47.46%
iShares Russell 2000 Growth Index Fund		50,484		4,986,305
iShares Russell 2000 Value Index Fund		54,380		4,162,789
iShares Russell Midcap Growth Index Fund		28,926		1,824,652
iShares Russell Midcap Value Index Fund		23,982		1,181,353

TOTAL EXCHANGE-TRADED FUNDS
(Cost $7,728,004)				12,155,099

TRUSTS – 0.64%
DuPont Fabros Technology Inc.		2,362		57,775
Redwood Trust, Inc.		6,618		104,763
TOTAL TRUSTS (Cost $150,014)				162,538

SHORT-TERM INVESTMENTS – 0.17%
Investment Companies – 0.17%
Fidelity Institutional Money Market
Portfolio – Select Class, 0.14% (c)		44,694		44,694

TOTAL SHORT-TERM INVESTMENTS
(Cost $44,694)				44,694
Total Investments (Cost $18,113,172) – 104.81%				26,841,726
Liabilities in Excess of Other Assets – (4.81%)				(1,231,433	)
TOTAL NET ASSETS – 100.00%			$	25,610,293

FOOTNOTES

Percentages are stated as a percent of net assets.

ADRAmerican Depository Receipt

(a)	Non Income Producing

(b)	Foreign Issued Security

(c)	Rate shown is the 7-day yield as of April 30, 2011.

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

ActivePassive International Equity Fund

SCHEDULE OF INVESTMENTS

April 30, 2011 (Unaudited)

			Fair
	Shares		Value

COMMON STOCKS – 43.18%

Australia – 2.95%
BHP Billiton Ltd. (b)		4,720	$	237,105
Cochlear Ltd. (b)		1,118		98,672
CSL Ltd. (b)		2,931		110,355
QBE Insurance Group Ltd. (b)		5,159		105,800
WorleyParsons Ltd. (b)		5,474		182,101
				734,033

Belgium – 0.79%
Anheuser-Busch InBev NV (b)		3,080		196,392

Bermuda – 0.44%
Li & Fung Ltd. (b)		12,000		61,342
VimpelCom Ltd. – ADR (b)		3,379		49,232
				110,574

Brazil – 0.39%
Petroleo Brasileiro SA – ADR (b)		2,872		95,839

Canada – 3.00%
Agrium Inc. (b)		847		76,773
Canadian National Railway Co. (b)		1,163		90,210
Canadian Natural Resources Ltd. (b)		2,298		108,105
Cenovus Energy Inc. (b)		2,901		111,545
EnCana Corp. (b)		2,173		73,011
Fairfax Financial Holding Ltd. (b)		229		92,481
Suncor Energy, Inc. (b)		2,678		123,435
Talisman Energy Inc. (b)		2,921		70,544
				746,104

China – 0.71%
Industrial & Commercial Bank of China Ltd. (b)		208,000		175,961

Denmark – 0.77%
Novo Nordisk A/S (b)		1,519		192,021

France – 2.86%
Cap Gemini (b)		2,269		137,504
Cie Generale des Etablissements Michelin (b)		928		93,059
Danone SA (b)		2,017		147,746

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

ActivePassive International Equity Fund

SCHEDULE OF INVESTMENTS (Continued)

April 30, 2011 (Unaudited)

	Fair
	Shares		Value

COMMON STOCKS – 43.18% (Continued)

France – 2.86% (Continued)
Eutelsat Communications (b)		1,782	$	76,873
Lafarge SA (b)		1,079		76,352
Publicis Groupe (b)		1,157		65,566
Total SA (b)		1,797		115,036
				712,136
Germany – 2.67%
Adidas AG (b)		2,114		157,372
Bayer AG (b)		1,466		128,871
Bayerische Motoren Werke AG (b)		1,279		120,616
Fresenius Medical Care AG & Co. (b)		1,647		129,438
SAP AG (b)		1,984		127,829
				664,126
Hong Kong – 0.51%
Hutchison Whampoa Ltd. (b)		11,000		125,633

India – 0.59%
Infosys Technologies Ltd. – ADR (b)		2,237		145,808

Israel – 0.71%
Teva Pharmaceutical Industries Ltd. – ADR (b)		3,882		177,524

Japan – 4.29%
CANON, Inc. (b)		3,600		168,649
DENSO Corp. (b)		2,600		86,736
FANUC Ltd. (b)		900		149,233
Keyence Corp. (b)		430		112,172
Komatsu Ltd. (b)		3,200		112,038
NIDEC Corp. (b)		1,700		147,544
Toyota Motor Corp. (b)		3,200		127,424
YAMADA DENKI Co., Ltd. (b)		2,340		162,125
				1,065,921
Jersey – 1.78%
Informa PLC (b)		15,005		104,439
Shire PLC (b)		7,493		231,544
WPP PLC (b)		8,263		107,863
				443,846

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

ActivePassive International Equity Fund

SCHEDULE OF INVESTMENTS (Continued)

April 30, 2011 (Unaudited)


			Fair
	Shares		Value

COMMON STOCKS – 43.18% (Continued)

Mexico – 1.58%
America Movil SAB de C.V. – ADR (b)		3,624	$	207,293
Fomento Economico Mexicano,
S.A.B. de C.V. – ADR (b)		1,602		100,766
Grupo Televisa SA – ADR (a)(b)		3,592		85,202
				393,261
Netherlands – 1.14%
Koninklijke Ahold NV (b)		8,139		114,270
Koninklijke KPN NV (b)		3,356		53,262
Unilever NV (b)		3,536		116,374
				283,906
Philippines – 0.07%
Philippine Long Distance Telephone Co. (b)		300		17,421

Russia – 0.63%
Gazprom – ADR (a)(b)		9,178		156,577
Gazprom – (a)(b)		72		1,215
				157,792
Singapore – 1.31%
Keppel Corp., Ltd. (b)		18,700		181,798
United Overseas Bank Ltd. (b)		9,000		144,259
				326,057
South Korea – 1.31%
Hyundai Mobis (b)		571		191,283
NHN Corp. (a)(b)		679		134,640
				325,923

Sweden – 1.75%
Kinnevik Investment AB (b)		2,588		66,815
Swedbank AB (a)		5,694		107,991
Telefonaktiebolaget LM Ericsson (b)		7,344		111,513
Volvo AB (b)		7,563		148,445
				434,764

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

ActivePassive International Equity Fund

SCHEDULE OF INVESTMENTS (Continued)

April 30, 2011 (Unaudited)


			Fair
	Shares		Value

COMMON STOCKS – 43.18% (Continued)

Switzerland – 3.73%
ABB Ltd. (b)		4,377	$	120,836
Julius Baer Group Ltd. (b)		2,756		128,783
Nestle SA (b)		3,330		206,729
Novartis AG (b)		3,076		182,604
Roche Holding AG (b)		929		150,681
Syngenta AG (b)		389		137,657
				927,290
Taiwan – 1.03%
Hon Hai Precision Industry Co., Ltd. (b)		23,520		89,108
Taiwan Semiconductor Manufacturing
Co., Ltd. – ADR (b)		12,363		166,900
				256,008
Turkey – 0.34%
Akbank TAS (b)		16,457		85,475

United Kingdom – 7.83%
BG Group PLC (b)		6,910		176,997
British American Tobacco PLC (b)		3,577		156,002
Centrica PLC (b)		28,391		152,179
Compass Group PLC (b)		22,754		222,151
Imperial Tobacco Group PLC (b)		6,463		227,459
International Power PLC (b)		26,588		146,823
Kingfisher PLC (b)		24,858		113,976
Next PLC (b)		3,129		116,917
Reed Elsevier PLC (b)		12,685		112,298
Royal Dutch Shell PLC (b)		4,098		159,285
Smith & Nephew PLC (b)		4,521		49,652
Tesco PLC (b)		22,138		149,225
Vodafone Group PLC (b)		57,477		164,747
				1,947,711
TOTAL COMMON STOCKS
(Cost $7,976,195)				10,741,526

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

ActivePassive International Equity Fund

SCHEDULE OF INVESTMENTS (Continued)

April 30, 2011 (Unaudited)


			Fair
	Shares		Value

CLOSED-END FUNDS – 0.15%
India Fund, Inc.		1,218	$	38,379
TOTAL CLOSED-END FUNDS
(Cost $19,896)				38,379

OPEN-END FUNDS – 56.50%
Fidelity Spartan International Index Fund		364,799		14,055,720
TOTAL OPEN-END FUNDS
(Cost $9,980,566)				14,055,720

PREFERRED STOCKS – 0.74%
Brazil – 0.74%
Banco Bradesco SA – ADR (b)		9,105		184,194
TOTAL PREFERRED STOCKS
(Cost $148,754)				184,194

SHORT-TERM INVESTMENTS – 3.49%
Investment Companies – 3.49%
Fidelity Institutional Money Market
Portfolio – Select Class, 0.14% (c)		867,279		867,279
TOTAL SHORT-TERM INVESTMENTS
(Cost $867,279)				867,279
Total Investments (Cost $18,992,690) – 104.06%				25,887,098
Liabilities in Excess of Other Assets – (4.06%)				(1,009,912	)
TOTAL NET ASSETS – 100.00%			$	24,877,186

FOOTNOTES

Percentages are stated as a percent of net assets.

ADRAmerican Depository Receipt

(a)	Non Income Producing

(b)	Foreign Issued Security

(c)	Rate shown is the 7-day yield as of April 30, 2011.

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

ActivePassive International Equity Fund

PORTFOLIO DIVERSIFICATION

April 30, 2011 (Unaudited)

	Fair
	Value			Percentage

Consumer Discretionary	$	2,005,243			8.06	%
Consumer Staples		1,414,964			5.69	%
Energy		1,373,688			5.52	%
Financials		907,567			3.65	%
Health Care		1,322,489			5.32	%
Industrials		1,075,737			4.32	%
Information Technology		1,194,125			4.80	%
Materials		656,757			2.64	%
Telecommunication Services		491,954			1.98	%
Utilities		299,002			1.20	%
Total Foreign Common Stocks		10,741,526			43.18	%
Total Closed-End Funds		38,379			0.15	%
Total Open-End Funds		14,055,720			56.50	%
Total Preferred Stocks		184,194			0.74	%
Total Short-Term Investments		867,279			3.49	%
Total Investments		25,887,098			104.06	%
Liabilities in Excess of Other Assets		(1,009,912	)		(4.06	)%
Total Net Assets	$	24,877,186			100.00	%

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

ActivePassive Global Bond Fund

SCHEDULE OF INVESTMENTS

April 30, 2011 (Unaudited)


			Fair
	Shares		Value

EXCHANGE-TRADED FUNDS – 45.99%
SPDR Barclays Capital
International Treasury Bond ETF		55,320	$	3,471,330
Vanguard Total Bond Market ETF		41,677		3,375,003
TOTAL EXCHANGE-TRADED FUNDS
(Cost $6,390,682)				6,846,333

OPEN-END FUNDS – 49.70%
Loomis Sayles Global Bond Fund		314,856		5,456,450
Oppenheimer International Bond Fund		285,505		1,941,431
TOTAL OPEN-END FUNDS
(Cost $6,770,365)				7,397,881

SHORT-TERM INVESTMENTS – 1.34%

Investment Companies – 1.34%
Fidelity Institutional Money Market
Portfolio – Select Class, 0.14% (a)		199,571		199,571
TOTAL SHORT-TERM INVESTMENTS
(Cost $199,571)				199,571
Total Investments (Cost $13,360,618) – 97.03%				14,443,785
Other Assets in Excess of Liabilities – 2.97%				441,663
TOTAL NET ASSETS – 100.00%			$	14,885,448

FOOTNOTES

Percentages are stated as a percent of net assets.

(a)	Rate shown is the 7-day yield as of April 30, 2011.

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

ActivePassive Intermediate Taxable Bond Fund

SCHEDULE OF INVESTMENTS

April 30, 2011 (Unaudited)

	Principal		Fair
	Amount		Value

ASSET BACKED SECURITIES – 2.82%
Bank of America Auto Trust, 0.91%, 10/15/2012 (b)	$	36,691	$	36,729
Bank of America Credit Card Trust,
0.279%, 04/15/2016 (b)		100,000		99,687
Capital Auto Receivables Asset Trust.,
4.68%, 10/15/2012		27,842		28,154
Capital One Multi-Asset Execution Trust,
0.429%, 12/15/2016 (b)		105,000		104,619
Chase Issuance Trust, 0.289%, 07/15/2014 (b)		85,000		84,936
Chrysler Financial Auto Securitization,
2.82%, 01/15/2016		47,443		48,098
Daimler Chrysler Auto Trust, 4.71%, 09/10/2012		8,804		8,833
Honda Auto Receivables Owners Trust,
0.65%, 06/15/2013		75,000		75,091
Hyundai Auto Receivables Trust, 2.03%, 08/15/2013		37,832		38,152
MBNA Master Credit Card Trust,
0.379%, 08/15/2014 (b)		40,000		39,993
Nissan Auto Lease Trust,
2.07%, 01/15/2015		36,312		36,438
2.92%, 12/15/2011		12,957		12,974
Nissan Auto Receivables Owner Trust,
0.87%, 07/15/2014 (b)		65,000		65,001
USAA Auto Owner Trust, 1.54%, 02/18/2014 (b)		49,740		50,054
World Omni Auto Receivables Trust,
2.21%, 05/15/2015		60,000		61,318
TOTAL ASSET BACKED SECURITIES
(Cost $786,927)				790,077

COLLATERALIZED MORTGAGE
OBLIGATION – PRIVATE MORTGAGE
BACKED SECURITIES – 1.46%
Bear Stearns Commercial Mortgage Securities,
5.537%, 10/12/2041		50,000		54,993
GS Mortgage Securities Corp., 5.56%, 11/10/2039		70,000		76,671
JP Morgan Chase Commercial Mortgage,
5.429%, 12/12/2043		60,000		65,640
LB-UBS Commercial Mortgage Trust,
4.794%, 07/15/2040		50,000		52,691

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

ActivePassive Intermediate Taxable Bond Fund

SCHEDULE OF INVESTMENTS (Continued)

April 30, 2011 (Unaudited)

	Principal		Fair
	Amount		Value

COLLATERALIZED MORTGAGE
OBLIGATION – PRIVATE MORTGAGE
BACKED SECURITIES – 1.46% (Continued)
Morgan Stanley Capital, 5.409%, 06/15/2038 (b)	$	40,000	$	43,267
Morgan Stanley Capital, 5.91%, 08/12/2041 (b)		62,699		66,602
Wachovia Bank Commercial Mortgage Trust,
5.308%, 11/15/2048		45,000		48,976

TOTAL COLLATERALIZED MORTGAGE
OBLIGATION – PRIVATE MORTGAGE
BACKED SECURITIES
(Cost $400,021)				408,840

CORPORATE BONDS – 11.68%

Accommodation & Food Services – 0.16%
Starbucks Corp., 6.25%, 08/15/2017		40,000		45,780

Finance & Insurance – 5.62%
AMB Property LP, 7.50%, 06/30/2018		35,000		40,227
American International Group, Inc.,
5.85%, 01/16/2018		20,000		21,193
Bank of America Corp.,
5.75%, 08/15/2016		30,000		32,076
7.375%, 05/15/2014		55,000		62,739
7.625%, 06/01/2019		70,000		82,724
BB&T Corp.,
3.10%, 07/28/2011		40,000		40,252
3.95%, 04/29/2016		70,000		73,205
Bear Stearns Cos. LLC, 6.40%, 10/02/2017		85,000		97,211
Bunge Limited Finance Corp., 4.10%, 03/15/2016		50,000		51,271
Caterpillar Financial Services Corp.,
4.85%, 12/07/2012		20,000		21,322
First Horizon National, 5.375%, 12/15/2015		45,000		47,952
General Electric Capital Corp.,
4.375%, 09/16/2020		85,000		83,997
5.40%, 02/15/2017		50,000		54,991
5.625%, 09/15/2017		15,000		16,621
Goldman Sachs Group, Inc.,
5.375%, 03/15/2020		70,000		72,924
5.75%, 10/01/2016		45,000		49,613

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

ActivePassive Intermediate Taxable Bond Fund

SCHEDULE OF INVESTMENTS (Continued)

April 30, 2011 (Unaudited)

	Principal		Fair
	Amount		Value

CORPORATE BONDS – 11.68% (Continued)

Finance & Insurance – 5.62% (Continued)
HCP, Inc. 5.375%, 02/01/2021	$	50,000	$	52,071
HSBC Finance Corp., 5.00%, 06/30/2015		70,000		76,146
Jefferies Group Inc., 5.125%, 04/13/2018		50,000		50,388
MetLife, Inc.,
6.75%, 06/01/2016		25,000		29,299
6.817%, 08/15/2018		40,000		47,109
National Rural Utilities Cooperative Finance Corp.,
7.25%, 03/01/2012		20,000		21,105
PNC Financial Services Group, Inc.,
6.00%, 12/07/2017		35,000		39,275
Prudential Financial Inc., 5.15%, 01/15/2013		55,000		58,251
The Charles Schwab Corp., 4.95%, 06/01/2014		55,000		60,306
UnitedHealth Group, Inc.,
4.70%, 02/15/2021		50,000		51,681
4.875%, 04/01/2013		45,000		47,956
Vornado Realty LP, 4.25%, 04/01/2015		45,000		46,619
Wachovia Corp., 5.75%, 06/15/2017		45,000		50,634
Wells Fargo & Co., 5.625%, 12/11/2017		85,000		94,950
				1,574,108
Information – 1.31%
AT&T, Inc., 5.50%, 02/01/2018		65,000		71,831
Directv Holdings, 5.00%, 03/01/2021		50,000		51,396
Verizon Communications, Inc., 5.50%, 02/15/2018		85,000		93,710
Vodafone Group Plc,
5.00%, 12/16/2013 (a)		50,000		54,543
5.625%, 02/27/2017 (a)		85,000		95,564
				367,044
Manufacturing – 2.07%
ArcelorMittal,
9.00%, 02/15/2015 (a)		35,000		42,158
9.85%, 06/01/2019 (a)		40,000		51,608
Boeing Co., 1.875%, 11/20/2012		50,000		50,947
Coca Cola Enterprises, Inc.
5.00%, 08/15/2013		25,000		27,211
7.38%, 03/03/2014		25,000		29,108

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

ActivePassive Intermediate Taxable Bond Fund

SCHEDULE OF INVESTMENTS (Continued)

April 30, 2011 (Unaudited)

	Principal		Fair
	Amount		Value

CORPORATE BONDS – 11.68% (Continued)

Manufacturing – 2.07% (Continued)
Conagra Foods, Inc., 5.875%, 04/15/2014	$	40,000	$	44,098
ConocoPhillips, 5.625%, 10/15/2016 (a)		70,000		80,453
The Dow Chemical Co., 7.60%, 05/15/2014		40,000		46,466
General Mills Inc., 6.00%, 02/15/2012		55,000		57,360
H.J. Heinz Co., 5.35%, 07/15/2013		45,000		48,996
Kraft Foods Inc., 5.625%, 11/01/2011		10,000		10,242
Valero Energy Corp., 9.375%, 03/15/2019		35,000		45,533
Wyeth, 5.50%, 02/01/2014		40,000		44,430
				578,610
Mining – 0.53%
Barrick Gold Finance Co.,
4.875%, 11/15/2014 (a)		30,000		33,176
6.125%, 09/15/2013 (a)		15,000		16,672
Enterprise Products Operations LLC,
6.50%, 01/31/2019		40,000		46,078
Shell International, 4.00%, 03/21/2014 (a)		50,000		53,701
				149,627
Professional, Scientific &
Technical Services – 0.22%
Electronic Data Systems Corp., 6.00%, 08/01/2013		55,000		60,926

Retail Trade – 0.57%
CVS Caremark Corp., 6.125%, 08/15/2016		45,000		51,397
Kroger Co., 7.50%, 01/15/2014		45,000		51,423
Safeway, Inc., 6.35%, 08/15/2017		50,000		56,784
				159,604
Transportation & Warehousing – 0.37%
Boardwalk Pipelines LLC, 5.50%, 02/01/2017		50,000		54,090
Vale Overseas Ltd, 5.625%, 09/15/2019 (a)		45,000		48,115
				102,205
Utilities – 0.83%
Alabama Power Co., 4.85%, 12/15/2012		40,000		42,560
Columbus Southern Power Co., 5.50%, 03/01/2013		50,000		53,729
Dominion Resources Inc., 5.00%, 03/15/2013		45,000		48,187

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

ActivePassive Intermediate Taxable Bond Fund

SCHEDULE OF INVESTMENTS (Continued)

April 30, 2011 (Unaudited)

	Principal		Fair
	Amount		Value

CORPORATE BONDS – 11.68% (Continued)

Utilities – 0.83% (Continued)
Peco Energy Co., 4.75%, 10/01/2012	$	45,000	$	47,453
Sempra Energy, 6.50%, 06/01/2016		35,000		40,352
				232,281
TOTAL CORPORATE BONDS
(Cost $3,151,815)				3,270,185

U.S. GOVERNMENT AGENCY ISSUES – 6.49%
FAMCA, 6.71%, 07/28/2014		20,000		23,446
FHLMC, 1.125%, 07/27/2012		200,000		201,728
FHLMC, 3.75%, 03/27/2019		180,000		188,438
FHLMC, Pool 1G0731, 5.42%, 02/01/2036 (b)		60,920		64,182
FNMA, 0.75%, 12/18/2013		40,000		39,711
FNMA, 1.50%, 06/26/2013		700,000		711,658
FNMA, 2.375%, 07/28/2015		205,000		210,372
FNMA, 5.00%, 05/15/2041		35,000		36,947
FNMA, Pool 888763, 5.147%, 10/01/2037 (b)		95,404		101,606
FNMA, Pool 256638, 6.000%, 03/01/2037 (b)		64,752		70,914
FNMA, Pool 913253, 5.865%, 03/01/2037 (b)		56,575		59,850
FNMA, Pool 256749, 6.00%, 06/01/2037		37,647		41,230
FNMA, Pool 899717, 6.00%, 09/01/2037		48,885		53,538
GNMA, Pool 781468, 6.50%, 07/15/2032		6,455		7,318
GNMA, Pool 781159, 7.50%, 04/15/2030		4,725		5,514
GNMA, Pool 543435, 7.50%, 11/15/2030		406		474
GNMA, Pool 781187, 8.00%, 06/15/2030		1,519		1,795
TOTAL U.S. GOVERNMENT AGENCY ISSUES
(Cost $1,793,793)				1,818,721

U.S. TREASURY OBLIGATIONS – 12.18%
U.S. Treasury Inflation Index – 1.54%
1.25%, 07/15/2020		334,877		353,793
1.375%, 01/15/2020		71,639		76,799
				430,592
U.S. Treasury Note – 10.64%
0.625%, 07/31/2012		190,000		190,780
0.625%, 01/31/2013		90,000		90,190
1.00%, 07/15/2013		800,000		805,501

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

ActivePassive Intermediate Taxable Bond Fund

SCHEDULE OF INVESTMENTS (Continued)

April 30, 2011 (Unaudited)


	Principal		Fair
	Amount		Value

U.S. TREASURY OBLIGATIONS – 12.18% (Continued)
U.S. Treasury Note – 10.64% (Continued)
1.00%, 01/15/2014	$	305,000	$	305,882
1.375%, 11/30/2015		35,000		34,355
1.75%, 11/15/2011		75,000		75,662
2.25%, 03/31/2016		15,000		15,223
2.50%, 06/30/2017		550,000		552,492
2.75%, 02/28/2013		255,000		265,419
2.75%, 02/15/2019		455,000		450,948
3.50%, 05/15/2020		190,000		195,032
				2,981,484

TOTAL U.S. TREASURY OBLIGATIONS
(Cost $3,368,977)				3,412,076


	Shares

EXCHANGE-TRADED FUNDS – 57.63%
Vanguard Total Bond Market ETF		199,338		16,142,391
TOTAL EXCHANGE-TRADED FUNDS
(Cost $15,754,569)				16,142,391

SHORT-TERM INVESTMENTS – 4.10%

Investment Companies – 4.10%
Fidelity Institutional Money Market
Portfolio – Select Class, 0.14% (c)		1,148,976		1,148,976
TOTAL SHORT-TERM INVESTMENTS
(Cost $1,148,976)				1,148,976
Total Investments (Cost $26,405,078) – 96.36%				26,991,266
Other Assets in Excess of Liabilities – 3.64%				1,020,067
TOTAL NET ASSETS – 100.00%			$	28,011,333

FOOTNOTES

Percentages are stated as a percent of net assets.

FAMCA Federal Agricultural Mortgage Corp.

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, 2011.

(c)	Rate shown is the 7-day yield as of April 30, 2011.

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

ActivePassive Intermediate Municipal Bond Fund

SCHEDULE OF INVESTMENTS

April 30, 2011 (Unaudited)

	Principal		Fair
	Amount		Value

MUNICIPAL BONDS – 53.98%

Arizona – 0.96%
City of Phoenix Civic Improvement Corporation,
5.50%, 07/01/2018	$	125,000	$	146,396

California – 9.87%
California Health Facilities Financing Authority,
5.50%, 07/01/2025		200,000		203,892
San Francisco Bay Area Toll Authority,
5.00%, 04/01/2021		250,000		267,003
State of California Department of Water Resources,
5.00%, 05/01/2018		100,000		115,253
5.00%, 05/01/2021		150,000		169,079
State of California Economic Recovery,
5.00%, 07/01/2020		150,000		167,647
State of California Various Purpose,
5.00%, 03/01/2026		300,000		305,250
5.25%, 04/01/2022		100,000		108,611
The Regents of the University of California
Limited Project, 5.00%, 05/15/2021		150,000		162,204
				1,498,939
Colorado – 0.70%
Colorado Regional Transportation District,
5.00%, 12/01/2021		100,000		106,019

Florida – 4.10%
Florida State Turnpike Authority, 5.00%, 07/01/2020		150,000		156,630
State of Florida Board of Education,
5.00%, 06/01/2022		125,000		133,835
5.00%, 06/01/2023		300,000		332,334
				622,799
Georgia – 0.95%
Metropolitan Atlanta Rapid Transit Authority,
5.00%, 07/01/2017		125,000		144,117

Illinois – 2.29%
State of Illinois, Build Illinois, 5.00%, 06/15/2022		200,000		208,798

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

ActivePassive Intermediate Municipal Bond Fund

SCHEDULE OF INVESTMENTS (Continued)

April 30, 2011 (Unaudited)

	Principal		Fair
	Amount		Value

MUNICIPAL BONDS – 53.98% (Continued)

Illinois – 2.29% (Continued)
University of Illinois, 5.50%, 04/01/2019	$	125,000	$	138,494
				347,292
Massachusetts – 3.89%
Massachusetts Bay Transportation Authority,
5.00%, 07/01/2024		400,000		456,908
Massachusetts Water Pollution Abatement Trust,
5.00%, 08/01/2018		125,000		134,779
				591,687
Michigan – 3.88%
Michigan State Hospital Finance Authority,
5.00%, 11/15/2021		200,000		210,344
Michigan State Trunk Line Fund,
5.00%, 11/01/2018		200,000		218,104
5.00%, 09/01/2019		150,000		160,317
				588,765
New Jersey – 3.66%
New Jersey Economic Development Authority,
5.00%, 03/01/2017		150,000		162,991
New Jersey Environmental Infrastructure,
5.00%, 09/01/2023		350,000		393,803
				556,794
New York – 5.62%
City of New York General Obligation,
5.00%, 08/01/2022		400,000		439,308
New York City Transitional Finance Authority,
5.00%, 08/01/2020		125,000		139,154
New York State Thruway Authority,
5.00%, 04/01/2017		100,000		111,344
5.00%, 03/15/2021		150,000		163,477
				853,283

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

ActivePassive Intermediate Municipal Bond Fund

SCHEDULE OF INVESTMENTS (Continued)

April 30, 2011 (Unaudited)

	Principal		Fair
	Amount		Value

MUNICIPAL BONDS – 53.98% (Continued)

North Carolina – 1.29%
North Carolina Eastern Municipal Power Agency,
5.25%, 01/01/2020	$	50,000	$	54,075
State of North Carolina Capital Improvement,
5.00%, 05/01/2021		125,000		141,602
				195,677

Ohio – 2.66%
State of Ohio General Obligation,
5.00%, 08/01/2017		350,000		404,863

Oklahoma – 1.50%
Oklahoma Water Resources Board,
5.00%, 04/01/2022		200,000		227,518

Oregon – 2.67%
State of Oregon Department of Administrative
Services, 5.00%, 04/01/2019		350,000		406,430

Texas – 6.64%
City of Houston Public Improvement,
5.00%, 03/01/2018		200,000		232,686
City of Houston Texas Combined Utility System,
5.25%, 05/15/2017		100,000		116,278
City of San Antonio Electric & Gas,
5.00%, 02/01/2021		150,000		164,052
Texas Public Finance Authority,
5.00%, 07/01/2019		200,000		218,398
Texas Transportation Commission State Highway,
5.00%, 04/01/2018		100,000		113,306
University of Texas System Board of Regents
5.00%, 08/15/2022		150,000		164,804
				1,009,524
Utah – 1.04%
Intermountain Power Agency of Utah,
5.25%, 07/01/2020		150,000		157,575

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

ActivePassive Intermediate Municipal Bond Fund

SCHEDULE OF INVESTMENTS (Continued)

April 30, 2011 (Unaudited)


	Principal		Fair
	Amount		Value

MUNICIPAL BONDS – 53.98% (Continued)

Washington – 0.72%
Energy Northwest, 5.50%, 07/01/2017	$	100,000	$	108,730

Wisconsin – 1.54%
State of Wisconsin Transportation,
5.00%, 07/01/2019		200,000		233,314

TOTAL MUNICIPAL BONDS
(Cost $7,960,564)				8,199,722


	Shares

EXCHANGE-TRADED FUNDS – 38.92%
iShares S&P National AMT-Free Bond Fund		28,965		2,951,244
SPDR Nuveen Barclays
Capital Municipal Bond ETF		132,163		2,960,451
TOTAL EXCHANGE-TRADED FUNDS
(Cost $5,813,148)				5,911,695

SHORT-TERM INVESTMENTS – 4.49%

Investment Companies – 4.49%
Fidelity Institutional Tax-Exempt
Portfolio – Institutional Class, 0.07% (a)		682,636		682,636
TOTAL SHORT-TERM INVESTMENTS
(Cost $682,636)				682,636
Total Investments (Cost $14,456,348) – 97.39%				14,794,053
Other Assets in Excess of Liabilities – 2.61%				397,205
TOTAL NET ASSETS – 100.00%			$	15,191,258

FOOTNOTES

Percentages are stated as a percent of net assets.

(a)	Rate shown is the 7-day yield as of April 30, 2011.

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

(This Page Intentionally Left Blank.)

ActivePassive Funds

STATEMENTS OF ASSETS AND LIABILITIES

April 30, 2011 (Unaudited)

	Large Cap		Large Cap		Small/Mid
	Growth		Value		Cap
	Fund		Fund		Fund

ASSETS:
Investments, at value (cost $23,954,437,
$20,656,031, $18,113,172, $18,992,690,
$13,360,618, $26,405,078, and
$14,456,348, respectively)	$	31,469,941	$	25,728,901	$	26,841,726
Foreign currencies, at value (cost $0, $0, $0,
$9,076, $0, $0 and $0, respectively)		—		—		—
Cash		—		—		—
Dividends and interest receivable		8,670		10,280		384
Receivable for fund shares sold		743,204		231,131		174,748
Receivable for securities sold		—		201,157		817,760
Currency receivable		—		—		—
Receivable from Advisor		—		—		—
Prepaid expenses and other assets		10,677		9,726		10,708
Total Assets		32,232,492		26,181,195		27,845,326


LIABILITIES:
Due to custodian		—		—		509,076
Payable for securities purchased		—		—		267,190
Payable for fund shares redeemed		216,388		425,529		1,410,880
Currency payable		—		—		—
Payable to Advisor		11,815		5,966		12,909
Distribution fees payable		6,969		5,763		5,688
Accrued administration expense		3,257		3,252		3,253
Accrued custody expense		1,061		1,073		1,333
Accrued compliance fees		2,113		2,108		2,113
Accrued fund accounting expense		5,605		5,410		5,866
Accrued service fees		2,500		2,083		2,176
Accrued transfer agent expense		6,898		7,052		6,721
Other accrued expenses and other liabilities		5,225		6,149		7,828
Total Liabilities		261,831		464,385		2,235,033
NET ASSETS	$	31,970,661	$	25,716,810	$	25,610,293

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

ActivePassive Funds

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

April 30, 2011 (Unaudited)

				Intermediate		Intermediate
International		Global Bond		Taxable		Municipal
Equity Fund		Fund		Bond Fund		Bond Fund





$	25,887,098	$	14,443,785	$	26,991,266	$	14,794,053

	9,529		—		—		—
	7,124		5,679		—		—
	51,547		438		66,885		107,076
	163,790		487,034		1,477,075		383,043
	72,956		—		47,399		—
	165,838		—		—		—
	—		715		—		2,771
	10,402		9,593		11,015		9,662
	26,368,284		14,947,244		28,593,640		15,296,605


	—		—		—		—
	118,828		—		429,321		—
	1,158,626		34,191		117,207		70,498
	165,320		—		—		—
	1,198		—		1,532		—
	5,759		3,029		5,657		4,786
	3,252		3,251		3,253		3,306
	11,054		1,214		1,042		701
	2,115		1,370		2,111		2,142
	8,080		5,154		8,546		7,258
	2,082		1,151		2,146		1,179
	6,893		5,455		5,502		3,180
	7,891		6,981		5,990		12,297
	1,491,098		61,796		582,307		105,347
$	24,877,186		14,885,448	$	28,011,333	$	15,191,258

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

ActivePassive Funds

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

April 30, 2011 (Unaudited)

	Large Cap			Large Cap			Small/Mid
	Growth			Value			Cap
	Fund			Fund			Fund
NET ASSETS CONSIST OF:
Capital stock	$	24,782,416		$	20,649,708		$	17,726,645
Accumulated net investment income (loss)		(39,143	)		54,331			(70,393	)
Accumulated net realized gain (loss) on investments		(288,116	)		(60,099	)		(774,513	)
Unrealized net appreciation on:
Investments		7,515,504			5,072,870			8,728,554
Foreign currency related transactions		—			—			—
Total Net Assets	$	31,970,661		$	25,716,810		$	25,610,293

NET ASSETS
Shares issued and outstanding
(Unlimited number of beneficial
interest authorized, $0.01 par value)		2,126,879			1,884,368			1,671,765
Net asset value, redemption price per share	$	15.03		$	13.65		$	15.32

Maximum offering price per share
(net asset value divided by 94.25%)	$	15.95		$	14.48		$	16.25

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

ActivePassive Funds

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

April 30, 2011 (Unaudited)

						Intermediate			Intermediate
International			Global Bond			Taxable			Municipal
Equity Fund			Fund			Bond Fund			Bond Fund

$	21,698,725		$	13,865,585		$	27,347,365		$	14,829,778
	90,029			(794	)		(3,351	)		1,291
	(3,809,193	)		(62,510	)		81,131			22,484

	6,894,408			1,083,167			586,188			337,705
	3,217			—			—			—
$	24,877,186		$	14,885,448		$	28,011,333		$	15,191,258




	1,850,822			883,531			1,771,843			992,388
$	13.44		$	16.85		$	15.81		$	15.31

$	14.26		$	17.88		$	16.77		$	16.24

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

ActivePassive Funds

STATEMENTS OF OPERATIONS

For the Six Months Ended April 30, 2011 (Unaudited)


	Large Cap			Large Cap			Small/Mid
	Growth			Value			Cap
	Fund			Fund			Fund

INVESTMENT INCOME:
Dividend income(1)	$	146,606		$	277,181		$	113,126
Interest income		609			139			156
Total investment income		147,215			277,320			113,282

EXPENSES:
Investment advisory fees (Note 4)		107,514			88,544			97,960
Administration fees (Note 4)		9,917			9,917			9,917
Distribution fees (Note 5)		35,838			29,515			30,612
Service fees (See Note 6)		14,335			11,806			12,245
Fund accounting fees (Note 4)		10,687			10,759			11,407
Audit fees		8,086			8,086			8,086
Federal and state registration fees		9,923			9,262			9,683
Transfer agent fees and expenses (Note 4)		14,667			14,769			14,323
Chief Compliance Officer fees and expenses (Note 4)		4,250			4,250			4,250
Legal fees		1,907			2,110			2,760
Trustees’ fees and expenses		3,187			3,493			3,471
Custody fees (Note 4)		2,476			2,160			3,648
Other		6,918			6,207			5,876
Total expenses before reimbursement from advisor		229,705			200,878			214,238
Expense reimbursement from advisor (Note 3)		(43,347	)		(59,207	)		(30,563	)
Net expenses		186,358			141,671			183,675
NET INVESTMENT INCOME (LOSS)		(39,143	)		135,649			(70,393	)
REALIZED AND UNREALIZED GAIN:
Net realized gain on:
Investments		309,442			307,166			778,164
Foreign currency related transactions		—			—			—
Capital gain distributions from
regulated investment companies		—			—			—
Change in unrealized
appreciation (depreciation) on:
Investments		3,636,159			3,420,753			4,766,454
Foreign currency related transactions		—			—			—
Net realized and unrealized gain (loss)		3,945,601			3,727,919			5,544,618
NET INCREASE (DECREASE) IN NET
ASSETS RESULTING FROM OPERATIONS	$	3,906,458		$	3,863,568		$	5,474,225

(1)	Net of foreign taxes withheld of $787, $0, $0, $20,904, $0, $0 and $0, respectively.

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

ActivePassive Funds

STATEMENTS OF OPERATIONS (Continued)

For the Six Months Ended April 30, 2011 (Unaudited)

						Intermediate			Intermediate
International			Global Bond			Taxable			Municipal
Equity Fund			Fund			Bond Fund			Bond Fund

$	474,702		$	244,830		$	245,363		$	99,393
	601			94			120,697			147,023
	475,303			244,924			366,060			246,416

	94,763			49,890			75,089			41,960
	9,917			9,917			9,917			9,917
	29,614			16,630			31,287			17,484
	11,845			6,652			12,515			6,993
	15,601			10,036			16,661			14,073
	8,086			8,086			8,086			8,086
	9,438			8,881			9,962			8,251
	14,666			11,526			11,544			5,172
	4,250			2,762			4,250			4,250
	2,071			1,984			2,110			3,658
	3,288			3,138			3,288			3,288
	34,142			2,404			2,756			1,981
	6,983			4,674			6,365			6,015
	244,664			136,580			193,830			131,128
	(90,674	)		(56,757	)		(68,681	)		(61,194	)
	153,990			79,823			125,149			69,934
	321,313			165,101			240,911			176,482


	168,629			14,514			67,640			25,155
	856			—			—			—

	18,165			4,112			22,254			1,487


	2,305,866			106,637			(449,830	)		(372,367	)
	1,187			—			—			—
	2,494,703			125,263			(359,936	)		(345,725	)

$	2,816,016		$	290,364		$	(119,025	)	$	(169,243	)

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

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
	2011			October 31,			2011			October 31,
	(Unaudited)			2010			(Unaudited)			2010
OPERATIONS:
Net investment income (loss)	$	(39,143	)	$	(31,839	)	$	135,649		$	190,886
Net realized gain (loss) on investments		309,442			(281,252	)		307,166			(37,754	)
Change in unrealized
appreciation on securities		3,636,159			3,226,080			3,420,753			1,407,905

Net increase in net assets
resulting from operations		3,906,458			2,912,989			3,863,568			1,561,037

DISTRIBUTIONS TO
SHAREHOLDERS FROM:
Net investment income		—			(9,462	)		(224,536	)		(104,542	)
Total distributions		—			(9,462	)		(224,536	)		(104,542	)

CAPITAL SHARE TRANSACTIONS:
Proceeds from shares subscribed		5,920,766			18,365,495			4,391,675			15,302,199
Dividends reinvested		—			9,210			211,711			101,555
Cost of shares redeemed		(3,771,572	)		(4,088,271	)		(3,508,385	)		(3,875,937	)

Net increase in net assets derived
from capital share transactions		2,149,194			14,286,434			1,095,001			11,527,817
TOTAL INCREASE IN NET ASSETS		6,055,652			17,189,961			4,734,033			12,984,312

NET ASSETS:
Beginning of period		25,915,009			8,725,048			20,982,777			7,998,465
End of period	$	31,970,661		$	25,915,009		$	25,716,810		$	20,982,777

Accumulated net investment
income (loss), end of period	$	(39,143	)	$	—		$	54,331		$	143,218

CHANGES IN SHARES
OUTSTANDING:
Shares sold		413,671			1,526,277			347,031			1,367,584
Shares issued to holders as
reinvestment of dividends		—			763			17,032			9,140
Shares redeemed		(263,442	)		(340,944	)		(272,348	)		(349,407	)
Net increase in shares outstanding		150,229			1,186,096			91,715			1,027,317

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

ActivePassive Funds

STATEMENTS OF CHANGES IN NET ASSETS (Continued)


	Small/Mid Cap Fund

	Six Months
	Ended			Year
	April 30,			Ended
	2011			October 31,
	(Unaudited)			2010

OPERATIONS:
Net investment loss	$	(70,393	)	$	(91,014	)
Net realized gain on investments		778,164			821,727
Change in unrealized appreciation on securities		4,766,454			3,043,484
Net increase in net assets resulting from operations		5,474,225			3,774,197

CAPITAL SHARE TRANSACTIONS:
Proceeds from shares subscribed		4,103,837			17,373,254
Dividends reinvested		—			—
Cost of shares redeemed		(5,398,271	)		(7,160,487	)

Net increase (decrease) in net assets
derived from capital share transactions		(1,294,434	)		10,212,767
TOTAL INCREASE IN NET ASSETS		4,179,791			13,986,964

NET ASSETS:
Beginning of period		21,430,502			7,443,538
End of period	$	25,610,293		$	21,430,502
Accumulated net investment loss, end of period	$	(70,393	)	$	—

CHANGES IN SHARES OUTSTANDING:
Shares sold		296,257			1,612,879
Shares redeemed		(374,064	)		(653,762	)
Net increase (decrease) in shares outstanding		(77,807	)		959,117

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

ActivePassive Funds

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	International
	Equity Fund						Global Bond Fund
	Six Months						Six Months
	Ended			Year			Ended			Year
	April 30,			Ended			April 30,			Ended
	2011			October 31,			2011			October 31,
	(Unaudited)			2010			(Unaudited)			2010
OPERATIONS:
Net investment income	$	321,313		$	120,449		$	165,101		$	151,764
Net realized gain (loss) on investments
and foreign currency related transactions		169,485			(156,286	)		14,514			(9,649	)
Capital gain distribution from
regulated investment companies		18,165			23,364			4,112			6,994
Change in unrealized
appreciation on securities		2,307,053			2,423,943			106,637			712,493
Net increase in net assets
resulting from operations		2,816,016			2,411,470			290,364			861,602

DISTRIBUTIONS TO
SHAREHOLDERS FROM:
Net investment income		(231,284	)		(164,062	)		(165,895	)		(152,983	)
Total distributions		(231,284	)		(164,062	)		(165,895	)		(152,983	)

CAPITAL SHARE TRANSACTIONS:
Proceeds from shares subscribed		4,311,292			16,464,331			4,100,060			9,956,796
Dividends reinvested		219,828			145,354			159,071			145,986
Cost of shares redeemed		(4,452,167	)		(10,187,261	)		(1,999,976	)		(4,112,279	)
Redemption fee		129			93			39			313
Net increase in net assets derived from
capital share transactions		79,082			6,422,517			2,259,194			5,990,816
TOTAL INCREASE IN NET ASSETS		2,663,814			8,669,925			2,383,663			6,699,435

NET ASSETS:
Beginning of period		22,213,372			13,543,447			12,501,785			5,802,350
End of period	$	24,877,186		$	22,213,372		$	14,885,448		$	12,501,785

Accumulated net investment
income (loss), end of period	$	90,029		$	—		$	(794	)	$	—

CHANGES IN SHARES
OUTSTANDING:
Shares sold		344,985			1,487,629			250,942			631,757
Shares issued to holders as
reinvestment of dividends		17,887			12,829			9,811			9,228
Shares redeemed		(347,628	)		(911,476	)		(123,345	)		(260,031	)
Net increase in shares outstanding		15,244			588,982			137,408			380,954

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

ActivePassive Funds

STATEMENTS OF CHANGES IN NET ASSETS (Continued)


	Intermediate Taxable						Intermediate
	Bond Fund						Municipal Bond Fund
	Six Months						Six Months
	Ended			Year			Ended			Year
	April 30,			Ended			April 30,			Ended
	2011			October 31,			2011			October 31,
	(Unaudited)			2010			(Unaudited)			2010
OPERATIONS:
Net investment income	$	240,911		$	359,004		$	176,482		$	378,106
Net realized gain on investments		67,640			161,247			25,155			139,837
Capital gain distribution from
regulated investment companies		22,254			—			1,487			8
Change in unrealized
appreciation (depreciation) on securities		(449,830	)		724,490			(372,367	)		443,553
Net increase (decrease) in net assets
resulting from operations		(119,025	)		1,244,741			(169,243	)		961,504

DISTRIBUTIONS TO
SHAREHOLDERS FROM:
Net investment income		(244,815	)		(366,484	)		(171,191	)		(380,858	)
Net realized gains		(155,326	)		—			(128,539	)		(3,490	)
Total distributions		(400,141	)		(366,484	)		(299,730	)		(384,348	)

CAPITAL SHARE TRANSACTIONS:
Proceeds from shares subscribed		8,176,591			19,501,939			3,891,446			8,807,943
Dividends reinvested		383,353			350,467			258,805			336,103
Cost of shares redeemed		(3,620,023	)		(8,525,726	)		(2,088,808	)		(9,185,948	)
Net increase (decrease) in net assets
derived from capital share transactions		4,939,921			11,326,680			2,061,443			(41,902	)
TOTAL INCREASE IN NET ASSETS		4,420,755			12,204,937			1,592,470			535,254

NET ASSETS:
Beginning of period		23,590,578			11,385,641			13,598,788			13,063,534
End of period	$	28,011,333		$	23,590,578		$	15,191,258		$	13,598,788

Accumulated net investment
income (loss), end of period	$	(3,351	)	$	553		$	1,291		$	—

CHANGES IN SHARES
OUTSTANDING:
Shares sold		517,785			1,247,579			252,720			569,449
Shares issued to holders as
reinvestment of dividends		24,449			22,235			20,672			21,578
Shares redeemed		(230,225	)		(545,290	)		(139,143	)		(590,271	)
Net increase in shares outstanding		312,009			724,524			134,249			756

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

ActivePassive Large Cap Growth Fund

FINANCIAL HIGHLIGHTS

For a share outstanding throughout each period

	Six Months									December 31,
	Ended			Year			Year			2007*
	April 30,			Ended			Ended			through
	2011			October 31,			October 31,			October 31,
	(Unaudited)			2010			2009			2008
PER SHARE DATA:
Net asset value,
beginning of period	$	13.11		$	11.04		$	9.80		$	15.00

Income from investment operations:
Net investment loss(1)		(0.02	)		(0.01	)		—			(0.02	)
Net realized and unrealized
gains (losses) on securities		1.94			2.09			1.24			(5.18	)
Total from investment operations		1.92			2.08			1.24			(5.20	)

Less Distributions:
Dividends from net
investment income		—			(0.01	)		—			—
Total distributions		—			(0.01	)		—			—

Net asset value, end of period	$	15.03		$	13.11		$	11.04		$	9.80


TOTAL RETURN		14.65	%+		18.83	%		12.65	%		-34.67	%+

SUPPLEMENTAL
DATA AND RATIOS:
Net assets, end of period (millions)	$	32.0		$	25.9		$	8.7		$	2.3
Ratio of expenses to
average net assets:
Before expense reimbursement(2)	1.60		%^		1.86	%		4.12	%	9.39		%^
After expense reimbursement(2)	1.30		%^		1.30	%		1.30	%	1.47		%^
Ratio of net investment income (loss)
to average net assets:
Before expense reimbursement	-0.57		%^		-0.73	%		-2.78	%	-8.26		%^
After expense reimbursement	-0.27		%^		-0.17	%		0.04	%	-0.34		%^
Portfolio turnover rate		14	%+		20	%		19	%		10	%+

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

+	Not Annualized.

^	Annualized.

(1)	Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.

(2)	Does not include expenses of the investment companies in which the Fund invests.

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

ActivePassive Large Cap Value Fund

FINANCIAL HIGHLIGHTS (Continued)

For a share outstanding throughout each period

	Six Months									December 31,
	Ended			Year			Year			2007*
	April 30,			Ended			Ended			through
	2011			October 31,			October 31,			October 31,
	(Unaudited)			2010			2009			2008
PER SHARE DATA:
Net asset value,
beginning of period	$	11.70		$	10.45		$	10.01		$	15.00

Income from investment operations:
Net investment income(1)		0.07			0.11			0.12			0.09
Net realized and unrealized
gains (losses) on securities		2.00			1.24			0.45			(5.08	)
Total from investment operations		2.07			1.35			0.57			(4.99	)

Less Distributions:
Dividends from net
investment income		(0.12	)		(0.10	)		(0.13	)		—
Total distributions		(0.12	)		(0.10	)		(0.13	)		—

Net asset value, end of period	$	13.65		$	11.70		$	10.45		$	10.01


TOTAL RETURN		17.81	%+		12.97	%		5.91	%		-33.27	%+

SUPPLEMENTAL
DATA AND RATIOS:
Net assets, end of period (millions)	$	25.7		$	21.0		$	8.0		$	2.4
Ratio of expenses to
average net assets:
Before expense reimbursement(2)	1.70		%^		1.95	%		4.07	%	8.24		%^
After expense reimbursement(2)	1.20		%^		1.20	%		1.20	%	1.46		%^
Ratio of net investment income
to average net assets:
Before expense reimbursement	0.65		%^		0.43	%		-1.25	%	-5.39		%^
After expense reimbursement	1.15		%^		1.18	%		1.62	%	1.39		%^
Portfolio turnover rate		12	%+		9	%		15	%		23	%+

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

+	Not Annualized.

^	Annualized.

(1)	Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.

(2)	Does not include expenses of the investment companies in which the Fund invests.

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

ActivePassive Small/Mid Cap Fund

FINANCIAL HIGHLIGHTS (Continued)

For a share outstanding throughout each period

	Six Months									December 31,
	Ended			Year			Year			2007*
	April 30,			Ended			Ended			through
	2011			October 31,			October 31,			October 31,
	(Unaudited)			2010			2009			2008
PER SHARE DATA:
Net asset value,
beginning of period	$	12.25		$	9.42		$	8.85		$	15.00

Income from investment operations:
Net investment loss(1)		(0.04	)		(0.05	)		(0.05	)		(0.08	)
Net realized and unrealized
gains (losses) on securities		3.11			2.88			0.62			(6.07	)
Total from investment operations		3.07			2.83			0.57			(6.15	)

Net asset value, end of period	$	15.32		$	12.25		$	9.42		$	8.85


TOTAL RETURN		25.06	%+		30.04	%		6.44	%		-41.00	%+

SUPPLEMENTAL
DATA AND RATIOS:
Net assets, end of period (millions)	$	25.6		$	21.4		$	7.4		$	4.0
Ratio of expenses to
average net assets:
Before expense reimbursement(2)	1.75		%^		2.31	%		3.98	%	4.88		%^
After expense reimbursement(2)	1.50		%^		1.50	%		1.50	%	1.59		%^
Ratio of net investment income
to average net assets:
Before expense reimbursement	-0.82		%^		-1.52	%		-3.21	%	-4.51		%^
After expense reimbursement	-0.57		%^		-0.71	%		-0.73	%	-1.22		%^
Portfolio turnover rate		17	%+		71	%		88	%		24	%+

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

+	Not Annualized.

^	Annualized.

(1)	Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.

(2)	Does not include expenses of the investment companies in which the Fund invests.

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

ActivePassive International Equity Fund

FINANCIAL HIGHLIGHTS (Continued)

For a share outstanding throughout each period

	Six Months									December 31,
	Ended			Year			Year			2007*
	April 30,			Ended			Ended			through
	2011			October 31,			October 31,			October 31,
	(Unaudited)			2010			2009			2008
PER SHARE DATA:
Net asset value,
beginning of period	$	12.10		$	10.86		$	8.90		$	15.00

Income from investment operations:
Net investment income(1)		0.17			0.09			0.06			0.13
Net realized and unrealized
gains (losses) on securities		1.29			1.27			2.04			(6.23	)
Total from investment operations		1.46			1.36			2.10			(6.10	)

Less Distributions:
Dividends from net
investment income		(0.12	)		(0.12	)		(0.14	)		—
Total distributions		(0.12	)		(0.12	)		(0.14	)		—

Net asset value, end of period	$	13.44		$	12.10		$	10.86		$	8.90


TOTAL RETURN		12.20	%+		12.56	%		24.01	%		-40.67	%+

SUPPLEMENTAL
DATA AND RATIOS:
Net assets, end of period (millions)	$	24.9		$	22.2		$	13.5		$	6.9
Ratio of expenses to
average net assets:
Before expense reimbursement(2)	2.06		%^		2.47	%		3.62	%	3.92		%^
After expense reimbursement(2)	1.30		%^		1.30	%		1.30	%	1.57		%^
Ratio of net investment income
to average net assets:
Before expense reimbursement	1.95		%^		-0.47	%		-1.60	%	-0.42		%^
After expense reimbursement	2.71		%^		0.70	%		0.72	%	1.93		%^
Portfolio turnover rate		10	%+		16	%		54	%		19	%+

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

+	Not Annualized.

^	Annualized.

(1)	Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.

(2)	Does not include expenses of the investment companies in which the Fund invests.

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

ActivePassive Global Bond Fund

FINANCIAL HIGHLIGHTS (Continued)

For a share outstanding throughout each period

	Six Months									December 31,
	Ended			Year			Year			2007*
	April 30,			Ended			Ended			through
	2011			October 31,			October 31,			October 31,
	(Unaudited)			2010			2009			2008
PER SHARE DATA:
Net asset value,
beginning of period	$	16.76		$	15.89		$	13.35		$	15.00

Income from investment operations:
Net investment income(1)		0.20			0.27			0.50			0.31
Net realized and unrealized
gains (losses) on securities		0.09			0.87			2.56			(1.66	)
Total from investment operations		0.29			1.14			3.06			(1.35	)

Less Distributions:
Dividends from net
investment income		(0.20	)		(0.27	)		(0.51	)		(0.30	)
Return of capital		—			—			(0.01	)		—
Total distributions		(0.20	)		(0.27	)		(0.52	)		(0.30	)

Net asset value, end of period	$	16.85		$	16.76		$	15.89		$	13.35


TOTAL RETURN		1.78	%+		7.32	%		23.42	%		-9.27	%+

SUPPLEMENTAL
DATA AND RATIOS:
Net assets, end of period (millions)	$	14.9		$	12.5		$	5.8		$	2.6
Ratio of expenses
to average net assets:
Before expense reimbursement(2)	2.05		%^		2.53	%		4.72	%	8.68		%^
After expense reimbursement(2)	1.20		%^		1.20	%		1.20	%	1.20		%^
Ratio of net investment income
to average net assets:
Before expense reimbursement	1.63		%^		0.31	%		-0.39	%	-4.25		%^
After expense reimbursement	2.48		%^		1.64	%		3.13	%	3.23		%^
Portfolio turnover rate		3	%+		2	%		15	%		0	%+

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

+	Not Annualized.

^	Annualized.

(1)	Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.

(2)	Does not include expenses of the investment companies in which the Fund invests.

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

ActivePassive Intermediate Taxable Bond Fund

FINANCIAL HIGHLIGHTS (Continued)

For a share outstanding throughout each period

	Six Months									December 31,
	Ended			Year			Year			2007*
	April 30,			Ended			Ended			through
	2011			October 31,			October 31,			October 31,
	(Unaudited)			2010			2009			2008
PER SHARE DATA:
Net asset value,
beginning of period	$	16.16		$	15.48		$	14.29		$	15.00

Income from investment operations:
Net investment income(1)		0.15			0.31			0.42			0.30
Net realized and unrealized
gains (losses) on securities		(0.25	)		0.68			1.19			(0.71	)
Total from investment operations		(0.10	)		0.99			1.61			(0.41	)

Less Distributions:
Dividends from net
investment income		(0.15	)		(0.31	)		(0.42	)		(0.30	)
Dividends from net
realized gains		(0.10	)		—			—			—
Total distributions		(0.25	)		(0.31	)		(0.42	)		(0.30	)

Net asset value, end of period	$	15.81		$	16.16		$	15.48		$	14.29


TOTAL RETURN		-0.59	%+		6.50	%		11.35	%		-2.77	%+

SUPPLEMENTAL
DATA AND RATIOS:
Net assets, end of period (millions)	$	28.0		$	23.6		$	11.4		$	5.9
Ratio of expenses
to average net assets:
Before expense reimbursement(2)	1.55		%^		1.77	%		2.69	%	4.42		%^
After expense reimbursement(2)	1.00		%^		1.00	%		1.00	%	1.34		%^
Ratio of net investment income
to average net assets:
Before expense reimbursement	1.38		%^		1.22	%		1.03	%	-0.19		%^
After expense reimbursement	1.93		%^		1.99	%		2.72	%	2.89		%^
Portfolio turnover rate		20	%+		49	%		40	%		50	%+

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

+	Not Annualized.

^	Annualized.

(1)	Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.

(2)	Does not include expenses of the investment companies in which the Fund invests.

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

ActivePassive Intermediate Municipal Bond Fund

FINANCIAL HIGHLIGHTS (Continued)

For a share outstanding throughout each period

	Six Months									December 31,
	Ended			Year			Year			2007*
	April 30,			Ended			Ended			through
	2011			October 31,			October 31,			October 31,
	(Unaudited)			2010			2009			2008
PER SHARE DATA:
Net asset value,
beginning of period	$	15.85		$	15.24		$	14.13		$	15.00


Income from investment operations:
Net investment income(1)		0.18			0.41			0.41			0.21
Net realized and unrealized
gains (losses) on securities		(0.40	)		0.61			1.12			(0.87	)
Total from investment operations		(0.22	)		1.02			1.53			(0.66	)

Less Distributions:
Dividends from net
investment income		(0.18	)		(0.41	)		(0.41	)		(0.21	)
Dividends from net
realized gains		(0.14	)		—	#		(0.01	)		—
Total distributions		(0.32	)		(0.41	)		(0.42	)		(0.21	)

Net asset value, end of period	$	15.31		$	15.85		$	15.24		$	14.13


TOTAL RETURN		-1.34	%+		6.76	%		10.91	%		-4.47	%+

SUPPLEMENTAL
DATA AND RATIOS:
Net assets, end of period (millions)	$	15.2		$	13.6		$	13.1		$	7.3
Ratio of expenses
to average net assets:
Before expense reimbursement(2)	1.87		%^		1.84	%		2.30	%	3.67		%^
After expense reimbursement(2)	1.00		%^		1.00	%		1.00	%	1.34		%^
Ratio of net investment income
to average net assets:
Before expense reimbursement	1.65		%^		1.74	%		1.43	%	-0.30		%^
After expense reimbursement	2.52		%^		2.58	%		2.73	%	2.03		%^
Portfolio turnover rate		8	%+		41	%		28	%		2	%+

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

#	Amount is less than ($0.01) per share.

+	Not Annualized.

^	Annualized.

(1)	Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.

(2)	Does not include expenses of the investment companies in which the Fund invests.

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

ActivePassive Funds

NOTES TO FINANCIAL STATEMENTS

April 30, 2011 (Unaudited)

NOTE 1 – ORGANIZATION

The ActivePassive Large Cap Growth Fund, ActivePassive Large Cap Value Fund, ActivePassive Small/Mid Cap Fund, ActivePassive International 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 Intermediate Taxable Bond Fund, ActivePassive Intermediate Municipal Bond Fund and ActivePassive Global Bond Fund, is long term capital appreciation. The investment objective of the ActivePassive Intermediate Taxable Bond Fund, ActivePassive Intermediate Municipal Bond Fund and ActivePassive Global Bond Fund is income and capital appreciation. The Funds are advised by FundQuest Incorporated. The ActivePassive Large Cap Growth Fund was sub-advised by Transamerica Investment, LLC with their agreement ending March 31, 2011. Effective June 1, 2011, the ActivePassive Large Cap Growth Fund is sub-advised by TCW Investment Management Company. The ActivePassive Large Cap Value Fund is sub-advised by C.S. McKee. The ActivePassive Small/Mid Cap Fund is sub-advised by Eagle Asset Management, Inc. The ActivePassive International Equity Fund is sub-advised by Invesco AIM Advisors, 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.

Security Valuation: All investments in securities are recorded at their estimated fair value, as described in note 3.

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.

The Funds recognize the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has analyzed the Funds’ tax positions,

ActivePassive Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

April 30, 2011 (Unaudited)

and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for open tax years 2007 – 2009, or expected to be taken in the Funds’ 2010 tax returns. The Funds identify their major tax jurisdictions as U.S. Federal and the state of Arizona.

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. Dividend income and distributions to shareholders are recorded on the ex-dividend date. The ActivePassive Large Cap Growth Fund, ActivePassive Large Cap Value Fund, ActivePassive Small/Mid Cap Fund and ActivePassive International Equity Fund will make distributions of dividends and capital gains, if any, at least annually, typically 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.

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.

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. As of the most recent fiscal year ended October 31, 2010, the following table shows the reclassifications made:

ActivePassive Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

April 30, 2011 (Unaudited)

	Undistributed	Accumulated
	Net Investment	Net Realized	Paid In
	Income/(Loss)	Gain/(Loss)	Capital
Large Cap Growth Fund	$39,137	$ —	$(39,137)
Large Cap Value Fund	—	—	—
Small/Mid Cap Fund	91,014	—	(91,014)
International Equity Fund	17,004	510	(17,514)
Global Bond Fund	1,219	—	(1,219)
Intermediate Taxable Bond Fund	7,099	(7,099)	—
Intermediate Municipal Bond Fund	2,551	(2,551)	—

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

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.

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

ActivePassive Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

April 30, 2011 (Unaudited)

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, 2011, the Funds did not hold any derivative instruments.

Redemption Fees: The International Equity Fund and the Global Bond Fund each charge a 1% redemption fee to shareholders who redeem shares held for 5 days or less. Such fees are retained by the Fund and accounted for as an addition to paid-in capital.

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 Fund’s distributions may also be designated as a return of capital.

Events Subsequent to the Fiscal Period End: In preparing the financial statements as of April 30, 2011, management considered the impact of subsequent events for potential recognition or disclosure in the financial statements.

NOTE 3 – SUMMARY OF FAIR VALUE EXPOSURE

The Funds have adopted authoritative fair valuation 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.

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 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

ActivePassive Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

April 30, 2011 (Unaudited)

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.

A variety of factors may be considered in determining the fair value of securities, which may include consideration of the following: yields or prices of investments of comparable quality, type of issue, coupon, maturity and rating, market quotes or indications of value from security dealers, evaluations of anticipated cash flows or collateral, general market conditions and other information and analysis, including the obligor’s credit characteristics considered relevant. These securities are classified as Level 2 or as Level 3 depending on the priority of the significant inputs.

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 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.

ActivePassive Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

April 30, 2011 (Unaudited)

The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used to value the ActivePassive Large Cap Growth Fund’s net assets as of April 30, 2011:

	Level 1		Level 2		Level 3		Total
Equity Securities
Arts, Entertainment & Recreation	$	456,558	$	—	$	—	$	456,558
Finance & Insurance		2,134,202		—		—		2,134,202
Information		940,610		—		—		940,610
Manufacturing		5,835,505		—		—		5,835,505
Mining		1,292,056		—		—		1,292,056
Professional, Scientific
& Technical Services		991,638		—		—		991,638
Retail Trade		600,111		—		—		600,111
Transportation & Warehousing		1,384,076		—		—		1,384,076
Total Equity Securities		13,634,756		—		—		13,634,756
Exchange-Traded Funds		16,915,683		—		—		16,915,683
Short-Term Investments		919,502		—		—		919,502
Total Investments in Securities	$	31,469,941	$	—	$	—	$	31,469,941

The following is a summary of the inputs used to value the ActivePassive Large Cap Value Fund’s net assets as of April 30, 2011:

	Level 1		Level 2		Level 3		Total

Equity Securities
Finance & Insurance	$	1,359,974	$	—	$	—	$	1,359,974
Health Care & Social Assistance		318,177		—		—		318,177
Information		730,470		—		—		730,470
Manufacturing		3,508,900		—		—		3,508,900
Mining		1,175,647		—		—		1,175,647
Professional, Scientific
& Technical Services		159,442		—		—		159,442
Retail Trade		856,777		—		—		856,777
Utilities		323,509		—		—		323,509
Wholesale Trade		215,595		—		—		215,595
Total Equity Securities		8,648,491		—		—		8,648,491
Closed-End Funds		68,206		—		—		68,206
Exchange-Traded Funds		16,985,407		—		—		16,985,407
Short-Term Investments		26,797		—		—		26,797
Total Investments in Securities	$	25,728,901	$	—	$	—	$	25,728,901

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NOTES TO FINANCIAL STATEMENTS (Continued)

April 30, 2011 (Unaudited)

The following is a summary of the inputs used to value the ActivePassive Small/Mid Cap Fund’s net assets as of April 30, 2011:

	Level 1		Level 2		Level 3		Total
Equity Securities
Accommodation & Food Services	$	466,888	$	—	$	—	$	466,888
Administrative Support,
Waste Management &
Remediation Services		469,734		—		—		469,734
Arts, Entertainment & Recreation		311,832		—		—		311,832
Finance & Insurance		975,252		—		—		975,252
Information		1,760,194		—		—		1,760,194
Manufacturing		6,584,872		—		—		6,584,872
Mining		267,730		—		—		267,730
Professional, Scientific
& Technical Services		1,451,363		—		—		1,451,363
Real Estate, Rental & Leasing		118,232		—		—		118,232
Retail Trade		1,266,272		—		—		1,266,272
Transportation & Warehousing		500,720		—		—		500,720
Wholesale Trade		306,306		—		—		306,306
Total Equity Securities		14,479,395		—		—		14,479,395
Exchange-Traded Funds		12,155,099		—		—		12,155,099
Trusts		162,538		—		—		162,538
Short-Term Investments		44,694		—		—		44,694
Total Investments in Securities	$	26,841,726	$	—	$	—	$	26,841,726

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NOTES TO FINANCIAL STATEMENTS (Continued)

April 30, 2011 (Unaudited)

The following is a summary of the inputs used to value the ActivePassive International Equity Fund's net assets as of April 30, 2011:

	Level 1		Level 2		Level 3		Total
Equity Securities
Australia	$	734,033	$	—	$	—	$	734,033
Belgium		196,392		—		—		196,392
Bermuda		110,574		—		—		110,574
Brazil		95,839		—		—		95,839
Canada		746,104		—		—		746,104
China		175,961		—		—		175,961
Denmark		192,021		—		—		192,021
France		712,136		—		—		712,136
Germany		664,126		—		—		664,126
Hong Kong		125,633		—		—		125,633
India		145,808		—		—		145,808
Israel		177,524		—		—		177,524
Japan		1,065,921		—		—		1,065,921
Jersey		443,846		—		—		443,846
Mexico		393,261		—		—		393,261
Netherlands		283,906		—		—		283,906
Philippines		17,421		—		—		17,421
Russia		157,792		—		—		157,792
Singapore		326,057		—		—		326,057
South Korea		325,923		—		—		325,923
Sweden		434,764		—		—		434,764
Switzerland		927,290		—		—		927,290
Taiwan		256,008		—		—		256,008
Turkey		85,475		—		—		85,475
United Kingdom		1,947,711		—		—		1,947,711
Total Equity Securities		10,741,526		—		—		10,741,526
Closed-End Funds		38,379		—		—		38,379
Open-End Funds		14,055,720		—		—		14,055,720
Preferred Equity Securities		184,194		—		—		184,194
Short-Term Investments		867,279		—		—		867,279
Total Investments in Securities	$	25,887,098	$	—	$	—	$	25,887,098

The following is a summary of the inputs used to value the ActivePassive Global Bond Fund's net assets as of April 30, 2011:

	Level 1		Level 2		Level 3		Total
Exchange-Traded Funds	$	6,846,333	$	—	$	—	$	6,846,333
Open-End Funds		7,397,881		—		—		7,397,881
Short-Term Investments		199,571		—		—		199,571
Total Investments in Securities	$	14,443,785	$	—	$	—	$	14,443,785

ActivePassive Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

April 30, 2011 (Unaudited)

The following is a summary of the inputs used to value the ActivePassive Intermediate Taxable Bond Fund's net assets as of April 30, 2011:

	Level 1		Level 2		Level 3		Total
Fixed Income
Asset Backed Securities	$	—	$	790,077	$	—	$	790,077
Collateralized Mortgage Obligation –
Private Mortgage Backed Securities		—		408,840		—		408,840
Corporate Bonds		—		3,270,185		—		3,270,185
U.S. Government Agency Issues		—		1,818,721		—		1,818,721
U.S. Treasury Obligations		—		3,412,076		—		3,412,076
Exchange-Traded Funds		16,142,391		—		—		16,142,391
Short-Term Investments		1,148,976		—		—		1,148,976
Total Investments in Securities	$	17,291,367	$	9,699,899	$	—	$	26,991,266

The following is a summary of the inputs used to value the ActivePassive Intermediate Municipal Bond Fund's net assets as of April 30, 2011:

	Level 1		Level 2		Level 3		Total
Fixed Income
Municipal Bonds	$	—	$	8,199,722	$	—	$	8,199,722
Exchange-Traded Funds		5,911,695		—		—		5,911,695
Short-Term Investments		682,636		—		—		682,636
Total Investments in Securities	$	6,594,331	$	8,199,722	$	—	$	14,794,053

Refer to the Funds’ Schedule of Investments for a detailed break-out of security characteristics. Transfers between levels are recognized at the end of the reporting period. There were no transfers of securities between levels during the reporting period. During the six months ended April 30, 2011, the Funds recognized no significant transfers to/from level 1 or level 2. There were no level 3 securities held in the Funds during the six months ended April 30, 2011.

New Accounting Pronouncement – On January 21, 2010, the Financial Accounting Standards Board issued an Accounting Standards Update, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements, which provides guidance on how investment securities are to be valued and disclosed. Specifically, the amendment requires reporting entities to disclose purchases, sales, issuances and settlements on a gross basis in the Level 3 rollforward rather than as one net number. The effective date of the amendment is in for interim and annual periods beginning after December 15, 2010. At this time, the Fund is evaluating the implications of the update and the impact to the financial statements.

ActivePassive Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

April 30, 2011 (Unaudited)

NOTE 4 – INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

For the six months ended April 30, 2011, 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:

Small/Mid Cap 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, 2011, the advisory fees incurred by each of the Funds were as follows: $107,514 for the Large Cap Growth Fund, $88,544 for the Large Cap Value Fund, $97,960 for the Small/Mid Cap Fund, $94,763 for the International Equity Fund, $49,890 for the Global Bond Fund, $78,089 for the Intermediate Taxable Bond Fund and $41,960 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:

Small/Mid Cap Fund	1.50	%
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 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

ActivePassive Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

April 30, 2011 (Unaudited)

six months ended April 30, 2011, the Advisor reduced its fees in the amount of $43,347 for the Large Cap Growth Fund, $59,207 for the Large Cap Value Fund, $30,563 for the Small/Mid Cap Fund, $90,674 for the International Equity Fund, $56,757 for the Global Bond Fund, $68,681 for the Intermediate Taxable Bond Fund and $61,194 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		2014		Total
Large Cap
Growth Fund	$	112,682	$	137,997	$	107,918	$	43,347	$	401,944
Large Cap Value Fund	$	103,554	$	130,777	$	120,475	$	59,207	$	414,013
Small/Mid Cap Fund	$	100,199	$	128,043	$	103,798	$	30,563	$	362,603
International
Equity Fund	$	120,939	$	216,048	$	202,349	$	90,674	$	630,010
Global Bond Fund	$	117,720	$	139,567	$	123,246	$	56,757	$	437,290
Intermediate Taxable
Bond Fund	$	100,838	$	141,821	$	138,945	$	68,681	$	450,285
Intermediate Municipal
Bond Fund	$	93,824	$	129,312	$	123,306	$	61,194	$	407,636

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, 2011, the administration fees incurred by each of the Funds were: $9,917 for the Large Cap Growth Fund, $9,917 for the Large Cap Value Fund, $9,917 for the Small/Mid Cap Fund, $9,917 for the International Equity Fund, $9,917 for the Global Bond Fund, $9,917 for the Intermediate Taxable Bond Fund and $9,917 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, 2011, the fund accounting fees incurred by each of the Funds were: $10,687 for the Large Cap Growth Fund, $10,759 for the Large Cap Value Fund, $11,407 for the Small/Mid Cap Fund, $15,601 for the International Equity Fund, $10,036 for the Global Bond Fund, $16,661 for the Intermediate Taxable Bond Fund and $14,073 for the Intermediate Municipal Bond Fund and the transfer agent fees incurred by each of the Funds were: $14,310 for the Large Cap Growth Fund, $14,456 for the

ActivePassive Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

April 30, 2011 (Unaudited)

Large Cap Value Fund, $14,024 for the Small/Mid Cap Fund, $14,368 for the International Equity Fund, $11,332 for the Global Bond Fund, $11,231 for the Intermediate Taxable Bond Fund and $4,948 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, 2011, the custody fees incurred by each of the Funds were: $2,476 for the Large Cap Growth Fund, $2,160 for the Large Cap Value Fund, $3,648 for the Small/Mid Cap Fund, $34,142 for the International Equity Fund, $2,404 for the Global Bond Fund, $2,756 for the Intermediate Taxable Bond Fund and $1,981 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, 2011, the Chief Compliance Officer fees and expenses incurred by each of the Funds were: $4,250 for the Large Cap Growth Fund, $4,250 for the Large Cap Value Fund, $4,250 for the Small/Mid Cap Fund, $4,250 for the International Equity Fund, $2,762 for the Global Bond Fund, $4,250 for the Intermediate Taxable Bond Fund and $4,250 for the Intermediate Municipal Bond Fund.

NOTE 5 – 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 specific expenses incurred. For the six months ended April 30, 2011, the distribution and service fees incurred by the Funds were: $35,838 for the Large Cap Growth Fund, $29,515 for the Large Cap Value Fund, $30,612 for the Small/Mid Cap Fund, $29,614 for the International Equity Fund, $16,630 for the Global Bond Fund, $31,287 for the Intermediate Taxable Bond Fund and $17,484 for the Intermediate Municipal Bond Fund.

ActivePassive Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

April 30, 2011 (Unaudited)

NOTE 6 – 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, 2011, the shareholder servicing fees incurred by the Funds were: $14,335 for the Large Cap Growth Fund, $11,806 for the Large Cap Value Fund, $12,245 for the Small/Mid Cap Fund, $11,845 for the International Equity Fund, $6,652 for the Global Bond Fund, $12,515 for the Intermediate Taxable Bond Fund and $6,993 for the Intermediate Municipal Bond Fund.

NOTE 7 – PURCHASES AND SALES OF SECURITIES

For the six months ended April 30, 2011, the cost of purchases and the proceeds from sales of securities (excluding short-term securities) were as follows:

	Purchases		Sales
Large Cap Growth Fund	$	4,971,605	$	3,929,080
Large Cap Value Fund		3,789,198		2,723,642
Small/Mid Cap Fund		4,225,358		4,186,971
International Equity Fund		3,276,708		2,339,972
Global Bond Fund		2,152,951		396,672
Intermediate Taxable Bond Fund		8,178,109		4,963,628
Intermediate Municipal Bond Fund		2,646,564		1,116,758

ActivePassive Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

April 30, 2011 (Unaudited)

NOTE 8 – 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.

The tax character for the distributions paid during the six months ended April 30, 2011 and the year ended October 31, 2010 for the Funds were as follows:

	Six Months Ended	Year Ended
	April 30, 2011	October 31, 2010
Large Cap Growth Fund
Ordinary income	$ —	$9,462

	Six Months Ended	Year Ended
	April 30, 2011	October 31, 2010
Large Cap Value Fund
Ordinary income	$224,536	$104,542

	Six Months Ended	Year Ended
	April 30, 2011	October 31, 2010
International Equity Fund
Ordinary income	$231,284	$164,062

	Six Months Ended	Year Ended
	April 30, 2011	October 31, 2010
Global Bond Fund
Ordinary income	$165,895	$152,983

	Six Months Ended	Year Ended
	April 30, 2011	October 31, 2010
Intermediate Taxable Bond Fund
Ordinary income	$359,396	$366,484
Long-Term Capital Gains	$40,745	$ —

	Six Months Ended	Year Ended
	April 30, 2011	October 31, 2010
Intermediate Municipal Bond Fund
Exempt interest dividend	$171,191	$378,307
Ordinary income	$23,429	$ 6,041
Long-Term Capital Gains	$105,110	$—

ActivePassive Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

April 30, 2011 (Unaudited)

As of October 31, 2010, the Funds’ most recent fiscal year end, the components of accumulated earnings/(losses) on a tax basis were as follows:

	Large Cap			Large Cap						International
	Growth			Value			Small/Mid			Equity
	Fund			Fund			Cap Fund			Fund
Cost of investments	$	22,124,362		$	19,519,083		$	17,440,784		$	17,738,527

Gross tax unrealized
appreciation on
investments	$	4,113,066		$	2,036,050		$	4,180,702		$	4,640,483
Gross tax unrealized
depreciation on
investments		(360,900	)		(614,740	)		(241,699	)		(244,387	)
Net tax unrealized
appreciation		3,752,166			1,421,310			3,939,003			4,396,096
Undistributed
ordinary income		—			143,218			—			—
Undistributed tax
exempt income		—			—			—			—
Undistributed
long-term capital gain		—			—			—			—
Total distributable
earnings		—			143,218			—			—
Other accumulated
gains/(losses)		(470,379	)		(136,458	)		(1,529,580	)		(3,802,367	)
Total accumulated
earnings/(losses)	$	3,281,787		$	1,428,070		$	2,409,423		$	593,729

ActivePassive Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

April 30, 2011 (Unaudited)

				Intermediate			Intermediate
	Global			Taxable			Municipal
	Bond Fund			Bond Fund			Bond Fund
Cost of investments	$	11,534,601		$	22,425,628		$	12,852,007

Gross tax unrealized appreciation
on investments	$	939,602		$	1,028,519		$	705,920
Gross tax unrealized depreciation
on investments		(487	)		(1,234	)		—
Net tax unrealized appreciation		939,115			1,027,285			705,920
Undistributed ordinary income		—			115,113			23,424
Undistributed tax exempt income		—			—			—
Undistributed long-term capital gain		—			40,736			105,109
Total distributable earnings		—			155,849			128,533
Other accumulated gains/(losses)		(43,721	)		—			—
Total accumulated earnings/(losses)	$	895,394		$	1,183,134		$	834,453

At October 31, 2010, the Funds had capital loss carryforwards which expire as follows:

Large Cap Growth Fund	$	54,521	10/31/16
		170,876	10/31/17
		244,982	10/31/18
Large Cap Value Fund		30,526	10/31/16
		105,932	10/31/17
Small/Mid Cap Fund		1,529,580	10/31/17
International Equity Fund		247,922	10/31/16
		3,406,428	10/31/17
		150,047	10/31/18
Global Bond Fund		43,721	10/31/17

NOTE 9 – SIGNIFICANT OWNERSHIP CONCENTRATION

At April 30, 2011, the ActivePassive Large Cap Growth Fund invested 52.91% of its total net assets in the Vanguard Growth ETF. The Vanguard Growth ETF seeks to track the performance of a benchmark index that measures the investment return of large-capitalization growth stocks. The Vanguard Growth ETF attempts to replicate the MSCI US Prime Market Growth Index by investing all of its assets in the stocks that make up the Index.

At April 30, 2011, the ActivePassive Large Cap Value Fund invested 66.05% of its total net assets in the Vanguard Value ETF. The Vanguard Value ETF seeks

ActivePassive Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

April 30, 2011 (Unaudited)

to track the performance of a benchmark index that measures the investment return of large-capitalization value stocks. The Vanguard Value ETF attempts to replicate the MSCI US Prime Market Value Index by investing all of its assets in the stocks that make up the Index.

At April 30, 2011, the ActivePassive International Equity Fund invested 56.50% of its total net assets in the Fidelity Spartan International Index Fund. The Fidelity Spartan International Index Fund seeks to provide investment results that correspond to the total return of foreign stock markets. The Fidelity Spartan International Index Fund will normally invest at least 80% of assets in common stocks included in the MSCI EAFE (Europe, Australia, Far East) Index, which represents the performance of foreign stock markets.

At April 30, 2011, the ActivePassive Global Bond Fund invested 36.66% of its total net assets in the Loomis Sayles Global Bond Fund. The Loomis Sayles Global Bond Fund’s objective is high total investment return through a combination of high current income and capital appreciation. The Loomis Sayles Global Bond Fund will normally invest at least 80% of its net assets (plus any borrowings made for investment purposes) in fixed-income securities.

At April 30, 2011, the ActivePassive Intermediate Taxable Bond Fund invested 57.63% of its total net assets in the Vanguard Total Bond Market ETF. The Vanguard Total Bond Market ETF seeks to track the performance of a broad, market-weighted bond index. The Vanguard Total Bond Market ETF will normally invest at least 80% of the Fund’s assets in bonds held in the Barclays Capital U.S. Aggregate Float Adjust Index.

ActivePassive Funds

APPROVAL OF INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS

April 30, 2011 (Unaudited)

At a meeting held on December 8 and 9, 2010, 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 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, and ActivePassive Small/Mid Cap Fund with FundQuest Incorporated (the “Advisor”) for another annual term. In addition, the Board considered and approved the Sub-Advisory Agreements for the ActivePassive Intermediate Municipal Bond Fund, ActivePassive Intermediate Taxable Bond Fund, ActivePassive International Equity Fund, ActivePassive Large Cap Growth Fund, ActivePassive Large Cap Value Fund and ActivePassive Small/Mid Cap Fund with each Fund’s Sub-Advisor for another annual term. At this meeting, and at a prior meeting held on October 27 and 28, 2010, 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.

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

ActivePassive Funds

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

April 30, 2011 (Unaudited)

course of the prior year they had met with the Advisor in person to discuss various marketing and compliance topics, including the Advisor’s diligence in risk oversight. 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 and Funds. 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.

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 August 31, 2010 on both an absolute basis, and in comparison to its peer funds as classified by Lipper and Morningstar. 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 three years of performance history. The Board also noted that FundQuest was continuing to monitor closely each Sub-Advisor’s performance.

ActivePassive Global Bond Fund: The Board noted that the Fund’s performance, with regard to its Lipper comparative universe, was above its peer group median and average for the three-month total return, above its peer group average, but below the median, for the since inception total return, and below its peer group median and average for the year-to-date and one-year total returns. The Board noted that the Fund’s performance, with regard to its Morningstar comparative universe, was above its peer group median and average for the three-month total return, but below its peer group median and average for all other relevant periods.

ActivePassive Intermediate Municipal Bond Fund: The Board noted that the Fund’s performance, with regard to its Lipper comparative universe, was above its peer group median and average for the three-month and year-to-date total returns, below its peer group average, but the same as the peer group median, for the one-year total return, and below its peer group median and average for the since-inception total return. The Board noted that the Fund’s performance, with regard to its Morningstar comparative universe, was above its peer group median and average for the three-month and year-to-date total

ActivePassive Funds

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

April 30, 2011 (Unaudited)

returns, but below its peer group median and average for the one-year and since inception total returns.

ActivePassive Intermediate Taxable Bond Fund: The Board noted that the Fund’s performance, with regard to its respective Lipper and Morningstar comparative universes, was below its peer group median and average for all relevant periods.

ActivePassive International Equity Fund: The Board noted that the Fund’s performance, with regard to its Lipper comparative universe, was below its peer group median and average for the three-month and year-to-date total returns, and above its peer group median but below its peer group average for the since-inception and one-year total returns. The Board noted that the Fund’s performance, with regard to its Morningstar comparative universe, was above its peer group median and average for the year-to-date, one-year and since inception total returns, but below its peer group median and average for the three-month total return.

ActivePassive Large Cap Growth Fund: The Board noted that the Fund’s performance, with regard to its Lipper comparative universe, was above its peer group median and average for all relevant periods. The Board noted that the Fund’s performance, with regard to its Morningstar comparative universe, was above its peer group median and average for the three-month, year-to-date and one-year total returns, but below its peer group median and average for the since inception total return.

ActivePassive Large Cap Value Fund: The Board noted that the Fund’s performance, with regard to its Lipper comparative universe, was above its peer group median and average for the year-to-date total return, above its peer group median, but below the peer group average, for the three-month and one-year total returns, and below the peer group median and average for the since inception total return. The Board noted that the Fund’s performance, with regard to its Morningstar comparative universe, was above its peer group median and average for the year-to-date total return, above its peer group median, but below the peer group average, for the three-month total return, and below the peer group median and average for the one-year and since inception total returns.

ActivePassive Small/Mid Cap Fund: The Board noted that the Fund’s performance, with regard to its Lipper comparative universe, was above its peer group median and average for the year-to-date and one-year total returns, but below its peer group median and average for the three-month and since-incep-

ActivePassive Funds

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

April 30, 2011 (Unaudited)

tion total returns. The Board noted that the Fund’s performance, with regard to its Morningstar comparative universe, was above its peer group median and average for the three-month, year-to-date and one-year total returns, but below its peer group median and average for the since inception total return.

The Board further noted that the Advisor does not manage any other accounts with the same or a similar strategy. With respect to the Sub-Advisors, the Board considered any differences in performance between the Sub-Advisors’ similarly managed accounts and the performance of the Fund and found the differences to be reasonable.

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 Lipper peer funds and to separate accounts for other types of clients advised by the Advisor and all Fund 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 negotiations between FundQuest and each Sub-Advisor.

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 peer group median and average. 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 Cap for the Fund of 1.00%. The Board noted that the Fund’s total expense ratio and contractual advisory fee were above the peer group median and average. 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 Funds

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

April 30, 2011 (Unaudited)

ActivePassive Intermediate Taxable Bond Fund: The Board noted that FundQuest had contractually agreed to maintain an annual Expense Cap for the Fund of 1.00%. The Board noted that the Fund’s total expense ratio and contractual advisory fee were above the peer group median and average. 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 Cap for the Fund of 1.30%. The Board noted that the Fund’s total expense ratio was slightly below the peer group median and average and that the contractual advisory fee was above the peer group median and average. 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 contractual advisory fee was generally above the range of its peer group but that its expenses and net advisory fee were 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 Cap for the Fund of 1.30%. 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 peer group median and average. The Board also considered that after advisory fee waivers and the payment of Fund expenses necessary to maintain the Expense Cap, the net advisory fees received by FundQuest from the Fund during the most recent fiscal year was substantially below the peer group median and average. 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 Cap for the Fund of 1.20%. The Board noted that the Fund’s total expense ratio was below the peer group median and average. Additionally, the Board noted that the Fund’s contractual advisory fee was above the peer group median and average. The

ActivePassive Funds

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

April 30, 2011 (Unaudited)

Board also considered that after advisory fee waivers and the payment of Fund expenses necessary to maintain the Expense Cap, the net advisory fees received by FundQuest from the Fund during the most recent fiscal year was substantially below the peer group median and average. As a result, the Board noted that the Fund’s contractual advisory fee was generally above the range of its peer group but that its expenses and net advisory fee were not outside the range of its peer group.

ActivePassive Small/Mid Cap Fund: The Board noted that FundQuest had contractually agreed to maintain an annual Expense Cap for the Fund of 1.50%. The Board noted that the Fund’s total expense ratio was above the peer group median and average. Additionally, the Board noted that the Fund’s contractual advisory fee was above the peer group median and average. The Board also considered that after advisory fee waivers and the payment of Fund expenses necessary to maintain the Expense Cap, the net advisory fees received by FundQuest from the Fund during the most recent fiscal year was below the peer group median and average. 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.

The Board also took into consideration the services the Advisor provided to its separately managed account clients, comparing the fees charged for those management services to the management fees charged to the Fund. The Board found that the management fees charged to the Fund were in line with the fees charged to its separately managed account clients.

ECONOMIES OF SCALE. The Board also considered that economies of scale would be expected to be realized by the Advisor as the assets of the Funds grow. The Board noted that FundQuest has contractually agreed to reduce its advisory fees or reimburse Fund expenses so that the Funds do not exceed the Expense Caps. 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.

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

ActivePassive Funds

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

April 30, 2011 (Unaudited)

Advisor from its relationship with the Funds, including benefits received in the form of Rule 12b-1 fees. 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 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 and ActivePassive Small/Mid Cap Fund, or each Sub-Advisory Agreement for the ActivePassive Intermediate Municipal Bond Fund, ActivePassive Intermediate Taxable Bond Fund, ActivePassive International Equity Fund, ActivePassive Large Cap Growth Fund, ActivePassive Large Cap Value Fund and ActivePassive Small/Mid Cap 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 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 and ActivePassive Small/Mid Cap Fund, and the Sub-Advisory Agreement for the ActivePassive Intermediate Municipal Bond Fund, ActivePassive Intermediate Taxable Bond Fund, ActivePassive International Equity Fund, ActivePassive Large Cap Growth Fund, ActivePassive Large Cap Value Fund and ActivePassive Small/Mid Cap Fund would be in the best interest of each Fund and its shareholders.

ActivePassive Funds

NOTICE TO SHAREHOLDERS

April 30, 2011 (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 use 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 Funds’ Form N-Q is also available by calling 1-877-273-8635.

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.

Federal Tax Distribution Information (Unaudited)

For the fiscal year ended October 31, 2010, 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%
	Large Cap Value Fund	100%
	Small/Mid Cap Fund	0%
	International Equity Fund	96.76%
	Global Bond Fund	100%
	Intermediate Taxable Bond Fund	0%
	Intermediate Municipal Bond Fund	0%

ActivePassive Funds

NOTICE TO SHAREHOLDERS (Continued)

April 30, 2011 (Unaudited)

For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the fiscal year ended October 31, 2010 was as follows:

	Large Cap Growth Fund	0%
	Large Cap Value Fund	100%
	Small/Mid Cap Fund	0%
	International Equity Fund	100%
	Global Bond Fund	100%
	Intermediate Taxable Bond Fund	0%
	Intermediate Municipal Bond Fund	0%

The Large Cap Value Fund, International Equity Fund, Global Bond Fund, Intermediate Taxable Bond Fund and Intermediate Municipal Bond Fund hereby designate 0.72%, 0.88%, 0.08%, 46.87% 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%
	Large Cap Value Fund	0%
	Small/Mid Cap Fund	0%
	International Equity Fund	0%
	Global Bond Fund	0%
	Intermediate Taxable Bond Fund	0%
	Intermediate Municipal Bond Fund	100%

(This Page Intentionally Left Blank.)

Advisor

FundQuest, Incorporated

75 State Street

Boston, MA 02109

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.

Domestic	ActivePassive Large Cap Growth Fund
Equity	ActivePassive Large Cap Value Fund
Funds	ActivePassive Small/Mid Cap Fund

International	ActivePassive International Equity Fund
Funds	ActivePassive Global Bond Fund

Domestic	ActivePassive Intermediate Taxable Bond Fund
Bond	ActivePassive Intermediate Municipal Bond Fund
Funds
	(each, a “Fund” together, the “Funds”)