N-CSR 1 e78686.htm

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

      FORM N-CSR

      CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

      Investment Company Act file number: 811-5669
_________________________________________

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

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

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

(Name and Address of Agent for Service)

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

Date of fiscal year end: July 31

Date of reporting period: January 31, 2011



Item 1. Report to Stockholders.


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

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

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

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

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

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


TABLE OF CONTENTS    
     
Economic Outlook and Commentary Section   1
     
Management Discussion of Fund Performance    
Small Cap Growth   4
Mid Cap Growth   5
Quality Growth   6
Dividend Growth   7
Micro Cap Value   8
Small Cap Value   9
All Cap Value   10
Disciplined Large Cap Value   11
Structured Large Cap Plus   12
Equity Index   13
International Equity   14
Strategic Income   15
Fifth Third LifeModel AggressiveSM   16
Fifth Third LifeModel Moderately AggressiveSM   17
Fifth Third LifeModel ModerateSM   18
Fifth Third LifeModel Moderately ConservativeSM   19
Fifth Third LifeModel ConservativeSM   20
High Yield Bond   21
Total Return Bond   22
Short Term Bond   23
     
Glossary of Terms   24
     
Schedules of Investments   27
     
Notes to Schedules of Investments   77
     
Statements of Assets and Liabilities   80
     
Statements of Operations   84
     
Statements of Changes in Net Assets   88
     
Statement of Cash Flows   105
     
Financial Highlights   106
     
Notes to Financial Highlights   128
     
Notes to Financial Statements   129
     
Supplemental Information   152

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

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

•  A 17.93% advance for the S&P 500® Index1 of large cap stocks.
   
A 22.49% advance for the S&P 400® Index1 of mid cap stocks.
   
A 20.01% advance for the S&P 600® Index1 of small cap stocks.
   
A 16.10% advance for the MSCI EAFE Index1 of international stocks.

In short, 2010 was quite an eventful year.

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

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

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

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

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

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

1


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

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

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

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

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

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

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

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

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

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

Thank you for your confidence in Fifth Third Funds.

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

   
  1Terms and Definitions
 
   

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

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

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

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

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


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

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

2



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3


MANAGEMENT DISCUSSION OF FUND PERFORMANCE (Unaudited)

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

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

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

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

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

   
  Investment Risk Considerations
 
   

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

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

   
  Average Annual Total Returns as of January 31, 2011
 
   

    6 Months#   1 Year   5 Year   10 Year
   
 
 
 
Institutional     24.15 %     34.25 %     1.61 %     2.67 %

Class A Shares     17.73 %     27.16 %     0.30 %     1.88 %

Class B Shares     18.35 %     27.79 %     0.38 %     1.63 %

Class C Shares     22.39 %     32.60 %     0.51 %     1.61 %

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

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

During the period shown, the total return figures reflect the waiver of a portion of the fund’s advisory or administrative fees. Without such waiver of fees, the total returns would have been lower. As of 1/31/11, the gross expense ratios are 1.28% (Institutional Shares), 1.53% (Class A) and 2.28% (Classes B & C). The total return figures for Institutional Shares reflect a sales charge of 0.0%. The total return figures for A Shares reflect the maximum sales charge of 5.0%. The total return figures for B Shares and C Shares reflect the maximum contingent deferred sales charge (CDSC) of 5.0% and 1.0% within the first year, respectively.


The quoted performance does not reflect the deduction of taxes on Fund distributions or redemption of shares. For the period prior to October 29, 2001, the quoted performance of the Small Cap Growth Fund Institutional Shares reflects the performance of the Kent Small Company Growth Fund Institutional Shares with an inception date of November 2, 1992. Prior to October 29, 2001, the quoted performance for Class A Shares reflects the performance of the Kent Small Company Growth Investment Shares, with an inception date of December 4, 1992, adjusted for the maximum sales charge. The inception date for Class B and Class C Shares is October 29, 2001. For the period prior to October 29, 2001, the performance of Class B and Class C Shares reflect the performance of Institutional Shares of the Kent Small Company Growth Fund, adjusted to reflect expenses and applicable sales charges for Class B and Class C Shares.

#    Not Annualized

1    Please refer to Glossary of Terms for additional information.

   
  Top Ten Equity Holdings as of January 31, 2011*
 
  as a percentage of value of investments
   

Deckers Outdoor Corp.   1.86 %
North American Energy Partners, Inc.   1.81 %
Entropic Communications, Inc.   1.67 %
Cardtronics, Inc.   1.67 %
Entegris, Inc.   1.66 %
Emergency Medical Services Corp.   1.63 %
SPS Commerce, Inc.   1.61 %
Ares Capital Corp.   1.61 %
Align Technology, Inc.   1.58 %
Tenneco, Inc.   1.52 %
       
*   Long-term securities.
   Portfolio composition is subject to change.

4


MANAGEMENT DISCUSSION OF FUND PERFORMANCE (Unaudited)

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

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

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

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

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

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

   
  Investment Risk Considerations
 
   

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

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

   
  Average Annual Total Returns as of January 31, 2011
 
   

    6 Months#   1 Year   5 Year   10 Year
   
 
 
 
Institutional     27.48 %     39.22 %     2.18 %     1.67 %

Class A Shares     20.97 %     31.98 %     0.89 %     0.90 %

Class B Shares     21.92 %     32.91 %     0.93 %     0.66 %

Class C Shares     25.91 %     37.86 %     1.19 %     0.66 %

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

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

During the period shown, the total return figures reflect the waiver of a portion of the fund’s advisory or administrative fees. Without such waiver of fees, the total returns would have been lower. As of 1/31/11, the gross expense ratios are 1.26% (Institutional Shares), 1.51% (Class A) and 2.26% (Classes B & C). The total return figures for Institutional Shares reflect a sales charge of 0.0%. The total return figures for A Shares reflect the maximum sales charge of 5.0%. The total return figures for B Shares and C Shares reflect the maximum contingent deferred sales charge (CDSC) of 5.0% and 1.0% within the first year, respectively.


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

#    Not Annualized

1    Please refer to Glossary of Terms for additional information.

   
  Top Ten Equity Holdings as of January 31, 2011*
 
  as a percentage of value of investments
   

Salesforce.com, Inc.   1.86 %
Intuit, Inc.   1.77 %
Cummins, Inc.   1.68 %
FMC Technologies, Inc.   1.68 %
CF Industries Holdings, Inc.   1.61 %
Alexion Pharmaceuticals, Inc.   1.58 %
O’Reilly Automotive, Inc.   1.58 %
NetApp, Inc.   1.57 %
Informatica Corp.   1.57 %
BorgWarner, Inc.   1.54 %
       
*   Long-term securities.
   Portfolio composition is subject to change.

5


MANAGEMENT DISCUSSION OF FUND PERFORMANCE (Unaudited)

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

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

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

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

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

   
  Investment Risk Considerations
 
   

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

   
  Average Annual Total Returns as of January 31, 2011
 
   

    6 Months#   1 Year   5 Year   10 Year
   
 
 
 
Institutional     20.24 %     20.24 %     3.11 %     -0.69 %

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

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

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

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

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

During the period shown, the total return figures reflect the waiver of a portion of the fund’s advisory or administrative fees. Without such waiver of fees, the total returns would have been lower. As of 1/31/11, the gross expense ratios are 1.14% (Institutional Shares), 1.39% (Class A) and 2.14% (Classes B & C). The total return figures for Institutional Shares reflect a sales charge of 0.0%. The total return figures for A Shares reflect the maximum sales charge of 5.0%. The total return figures for B Shares and C Shares reflect the maximum contingent deferred sales charge (CDSC) of 5.0% and 1.0% within the first year, respectively.


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

#    Not Annualized

1    Please refer to Glossary of Terms for additional information.

   
  Top Ten Equity Holdings as of January 31, 2011*
 
  as a percentage of value of investments
   

Apple, Inc.   4.90 %
International Business Machines Corp.   3.12 %
Oracle Corp.   2.27 %
BorgWarner, Inc.   2.10 %
Deere & Co.   2.06 %
Schlumberger, Ltd.   1.96 %
Coca-Cola Co. (The)   1.96 %
Ameriprise Financial, Inc.   1.92 %
Occidental Petroleum Corp.   1.86 %
McDonald’s Corp.   1.86 %
       
*   Long-term securities.
   Portfolio composition is subject to change.

6


MANAGEMENT DISCUSSION OF FUND PERFORMANCE (Unaudited)

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

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

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

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

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

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

   
  Investment Risk Considerations
 
   

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

   
  Average Annual Total Returns as of January 31, 2011
 
   

    6 Months#   1 Year   5 Year   10 Year
   
 
 
 
Institutional     15.37 %     19.36 %     2.30 %     -2.24 %

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

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

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

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

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

During the period shown, the total return figures reflect the waiver of a portion of the fund’s advisory or administrative fees. Without such waiver of fees, the total returns would have been lower. As of 1/31/11, the gross expense ratios are 3.26% (Institutional Shares), 3.51% (Class A) and 4.26% (Classes B & C). The total return figures for Institutional Shares reflect a sales charge of 0.0%. The total return figures for A Shares reflect the maximum sales charge of 5.0%. The total return figures for B Shares and C Shares reflect the maximum contingent deferred sales charge (CDSC) of 5.0% and 1.0% within the first year, respectively.


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

#    Not Annualized

1    Please refer to Glossary of Terms for additional information.

   
  Top Ten Equity Holdings as of January 31, 2011*
 
  as a percentage of value of investments
   

International Business Machines Corp.   3.56 %
Apple, Inc.   3.15 %
Schlumberger, Ltd.   2.78 %
Procter & Gamble Co. (The)   2.55 %
Apache Corp.   2.49 %
MetLife, Inc.   2.27 %
JP Morgan Chase & Co.   2.23 %
AmerisourceBergen Corp.   2.10 %
Ameriprise Financial, Inc.   2.07 %
Exxon Mobil Corp.   2.04 %
       
*   Long-term securities.
   Portfolio composition is subject to change.

7


MANAGEMENT DISCUSSION OF FUND PERFORMANCE (Unaudited)

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

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

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

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

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

   
  Investment Risk Considerations
 
   

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

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

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

   
  Average Annual Total Returns as of January 31, 2011
 
   

    6 Months#   1 Year   5 Year   10 Year
   
 
 
 
Institutional     14.80 %     30.06 %     2.20 %     10.10 %

Class A Shares     9.16 %     23.01 %     0.90 %     9.28 %

Class B Shares     9.15 %     23.37 %     0.97 %     9.13 %

Class C Shares     13.15 %     28.37 %     1.13 %     9.14 %

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

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

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

During the period shown, the total return figures reflect the waiver of a portion of the fund’s advisory or administrative fees. Without such waiver of fees, the total returns would have been lower. As of 1/31/11, the gross expense ratios are 1.76% (Institutional Shares), 2.01% (Class A) and 2.76% (Classes B & C). The total return figures for Institutional Shares reflect a sales charge of 0.0%. The total return figures for A Shares reflect the maximum sales charge of 5.0%. The total return figures for B Shares and C Shares reflect the maximum contingent deferred sales charge (CDSC) of 5.0% and 1.0% within the first year, respectively.


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

#    Not Annualized

1    Please refer to Glossary of Terms for additional information.

   
  Top Ten Equity Holdings as of January 31, 2011*
 
  as a percentage of value of investments
   

Celadon Group, Inc.   1.52 %
Overhill Farms, Inc.   1.47 %
North American Energy Partners, Inc.   1.43 %
BofI Holding, Inc.   1.31 %
Berkshire Hills Bancorp, Inc.   1.28 %
Benihana, Inc.   1.27 %
Pike Electric Corp.   1.27 %
Ciber, Inc.   1.24 %
Greenbrier Cos., Inc.   1.23 %
WSFS Financial Corp.   1.23 %
       
*   Long-term securities.
   Portfolio composition is subject to change.

8


MANAGEMENT DISCUSSION OF FUND PERFORMANCE (Unaudited)

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

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

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

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

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

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

   
  Investment Risk Considerations
 
   

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

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

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

   
  Average Annual Total Returns as of January 31, 2011
 
   

    Inception
Date
  6 Months#   1 Year   5 Year   Since
Inception
   
 
 
 
 
Institutional     4/1/03       14.04 %     20.61 %     2.91 %     10.14 %

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

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

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

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

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

During the period shown, the total return figures reflect the waiver of a portion of the fund’s advisory or administrative fees. Without such waiver of fees, the total returns would have been lower. As of 1/31/11, the gross expense ratios are 1.32% (Institutional Shares), 1.57% (Class A) and 2.32% (Classes B & C). The total return figures for Institutional Shares reflect a sales charge of 0.0%. The total return figures for A Shares reflect the maximum sales charge of 5.0%. The total return figures for B Shares and C Shares reflect the maximum contingent deferred sales charge (CDSC) of 5.0% and 1.0% within the first year, respectively.


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

#    Not Annualized

1    Please refer to Glossary of Terms for additional information.

   
  Top Ten Equity Holdings as of January 31, 2011*
 
  as a percentage of value of investments
   

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

9


MANAGEMENT DISCUSSION OF FUND PERFORMANCE (Unaudited)

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

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

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

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

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

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

   
  Investment Risk Considerations
 
   

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

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

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

   
  Average Annual Total Returns as of January 31, 2011
 
   

    6 Months#   1 Year   5 Year   10 Year
   
 
 
 
Institutional     19.27 %     20.28 %     0.59 %     4.88 %

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

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

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

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

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

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

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


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

#    Not Annualized

1    Please refer to Glossary of Terms for additional information.

   
  Top Ten Equity Holdings as of January 31, 2011*
 
  as a percentage of value of investments
   

General Electric Co.   3.84 %
JP Morgan Chase & Co.   3.49 %
ConocoPhillips   2.43 %
Citigroup, Inc.   2.42 %
Dow Chemical Co. (The)   2.32 %
UnitedHealth Group, Inc.   2.14 %
Apache Corp.   2.08 %
Chevron Corp.   2.02 %
Forest Laboratories, Inc.   1.96 %
Goldman Sachs Group, Inc. (The)   1.95 %
       
*   Long-term securities.
   Portfolio composition is subject to change.

10


MANAGEMENT DISCUSSION OF FUND PERFORMANCE (Unaudited)

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

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

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

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

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

   
  Investment Risk Considerations
 
   

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

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

   
  Average Annual Total Returns as of January 31, 2011
 
   

    6 Months#   1 Year   5 Year   10 Year
   
 
 
 
Institutional     16.99 %     18.70 %     1.31 %     3.36 %

Class A Shares     11.00 %     12.44 %     0.01 %     2.57 %

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

Class C Shares     15.41 %     17.40 %     0.29 %     2.32 %

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

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

During the period shown, the total return figures reflect the waiver of a portion of the fund’s advisory or administrative fees. Without such waiver of fees, the total returns would have been lower. As of 1/31/11, the gross expense ratios are 1.11% (Institutional Shares), 1.36% (Class A) and 2.11% (Classes B & C). The total return figures for Institutional Shares reflect a sales charge of 0.0%. The total return figures for A Shares reflect the maximum sales charge of 5.0%. The total return figures for B Shares and C Shares reflect the maximum contingent deferred sales charge (CDSC) of 5.0% and 1.0% within the first year, respectively.


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

#    Not Annualized

1    Please refer to Glossary of Terms for additional information.

   
  Top Ten Equity Holdings as of January 31, 2011*
 
  as a percentage of value of investments
   

Chevron Corp.   4.76 %
UnitedHealth Group, Inc.   4.35 %
JP Morgan Chase & Co.   4.28 %
General Electric Co.   4.18 %
Citigroup, Inc.   3.70 %
ConocoPhillips   3.44 %
Verizon Communications, Inc.   3.00 %
Teva Pharmaceutical Industries, Ltd.   2.81 %
Apache Corp.   2.67 %
U.S. Bancorp   2.51 %
       
*   Long-term securities.
   Portfolio composition is subject to change.

11


MANAGEMENT DISCUSSION OF FUND PERFORMANCE (Unaudited)

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

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

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

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

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

   
  Investment Risk Considerations
 
   

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

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

   
  Average Annual Total Returns as of January 31, 2011
 
   

    6 Months#   1 Year   5 Year   10 Year
   
 
 
 
Institutional     18.79 %     23.37 %     -3.31 %     -1.88 %

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

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

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

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

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

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

During the period shown, the total return figures reflect dividends on short sales, extraordinary expenses and interest expense as well as the waiver of a portion of the fund’s advisory or administrative fees. Without such waiver of fees, the total returns would have been lower. As of 1/31/11, the gross expense ratios are 1.71% (Institutional Shares), 1.96% (Class A) and 2.71% (Classes B & C). The total return figures for Institutional Shares reflect a sales charge of 0.0%. The total return figures for A Shares reflect the maximum sales charge of 5.0%. The total return figures for B Shares and C Shares reflect the maximum contingent deferred sales charge (CDSC) of 5.0% and 1.0% within the first year, respectively.


The Fund’s performance in the above table does not reflect the deduction of taxes on Fund distributions, or redemption of shares. For the period prior to October 29, 2001, the quoted performance of the Structured Large Cap Plus Fund Institutional Shares reflects the performance of the Kent Growth and Income Fund Institutional Shares with an inception date of November 2, 1992. Prior to October 29, 2001, the quoted performance for the Class A Shares reflects performance of the Kent Growth and Income Fund Investment Shares, with an inception date of December 1, 1992, adjusted for maximum sales charge. The inception date of Class B and Class C Shares is October 29, 2001. The quoted performance of Class B and Class C Shares reflects the performance of the Institutional Shares and is adjusted to reflect expenses and applicable sales charges for Class B and Class C Shares.

#    Not Annualized

1    Please refer to Glossary of Terms for additional information.

   
  Top Ten Equity Holdings as of January 31, 2011*
 
  as a percentage of value of investments
   

International Business Machines Corp.   2.32 %
Microsoft Corp.   2.26 %
JP Morgan Chase & Co.   2.16 %
Apple, Inc.   1.87 %
Chevron Corp.   1.81 %
Intel Corp.   1.70 %
ConocoPhillips   1.68 %
Exxon Mobil Corp.   1.62 %
Verizon Communications, Inc.   1.59 %
Procter & Gamble Co. (The)   1.48 %
       
*   Long-term securities.
   Portfolio composition is subject to change.

12


MANAGEMENT DISCUSSION OF FUND PERFORMANCE (Unaudited)

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

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

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

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

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

   
  Investment Risk Considerations
 
   

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

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

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

   
  Average Annual Total Returns as of January 31, 2011
 
   

    6 Months#   1 Year   5 Year   10 Year
   
 
 
 
Institutional     17.89 %     22.10 %     2.14 %     1.11 %

Class A Shares     11.83 %     15.69 %     0.84 %     0.34 %

Class B Shares     12.31 %     15.90 %     0.75 %     0.10 %

Class C Shares     16.16 %     20.60 %     1.07 %     0.07 %

Select Shares     17.80 %     22.01 %     2.06 %     1.02 %

Preferred Shares     17.82 %     21.93 %     1.99 %     0.95 %

Trust Shares     17.74 %     21.79 %     1.89 %     0.86 %

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

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

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


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

#    Not Annualized

1    Please refer to Glossary of Terms for additional information.

   
  Top Ten Equity Holdings as of January 31, 2011*
 
  as a percentage of value of investments
   

Exxon Mobil Corp.   3.28 %
Apple, Inc.   2.51 %
General Electric Co.   1.73 %
Microsoft Corp.   1.68 %
International Business Machines Corp.   1.62 %
Chevron Corp.   1.54 %
Procter & Gamble Co. (The)   1.42 %
JP Morgan Chase & Co.   1.42 %
Wells Fargo & Co.   1.37 %
Johnson & Johnson   1.32 %
       
*   Long-term securities.
   Portfolio composition is subject to change.

13


MANAGEMENT DISCUSSION OF FUND PERFORMANCE (Unaudited)

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

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

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

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

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

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

   
  Investment Risk Considerations
 
   

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

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

   
  Average Annual Total Returns as of January 31, 2011
 
   

    6 Months#   1 Year   5 Year   10 Year
   
 
 
 
Institutional     17.42 %     17.58 %     0.55 %     3.24 %

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

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

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

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

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

During the period shown, the total return figures reflect interest expense as well as the waiver of a portion of the fund’s advisory or administrative fees. Without such waiver of fees, the total returns would have been lower. As of 1/31/11, the gross expense ratios are 1.35% (Institutional Shares), 1.60% (Class A) and 2.35% (Classes B & C). The total return figures for Institutional Shares reflect a sales charge of 0.0%. The total return figures for A Shares reflect the maximum sales charge of 5.0%. The total return figures for B Shares and C Shares reflect the maximum contingent deferred sales charge (CDSC) of 5.0% and 1.0% within the first year, respectively.


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

#    Not Annualized

1    Please refer to Glossary of Terms for additional information.

   
  Top Ten Equity Holdings as of January 31, 2011*
 
  as a percentage of value of investments
   

Royal Dutch Shell PLC, Class A   2.07 %
Novartis AG   1.82 %
BNP Paribas   1.62 %
BHP Billiton PLC   1.57 %
Allianz SE   1.57 %
British American Tobacco PLC   1.47 %
AstraZeneca PLC   1.45 %
BASF SE   1.44 %
Total SA   1.40 %
Novo Nordisk AS   1.32 %
       
*   Long-term securities.
   Portfolio composition is subject to change.

14


MANAGEMENT DISCUSSION OF FUND PERFORMANCE (Unaudited)

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

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

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

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

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

   
  Investment Risk Considerations
 
   

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

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

   
  Average Annual Total Returns as of January 31, 2011
 
   

    6 Months#   1 Year   5 Year   10 Year
   
 
 
 
Institutional     5.78 %     12.38 %     5.17 %     6.22 %

Class A Shares     0.33 %     6.61 %     3.86 %     5.36 %

Class B Shares     0.16 %     6.31 %     3.83 %     5.20 %

Class C Shares     4.22 %     11.32 %     4.15 %     5.15 %

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

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

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

During the period shown, the total return figures reflect the waiver of a portion of the fund’s advisory or administrative fees. Without such waiver of fees, the total returns would have been lower. As of 1/31/11, the gross expense ratios are 1.37% (Institutional Shares), 1.62% (Class A) and 2.37% (Classes B & C). The total return figures for Institutional Shares reflect a sales charge of 0.0%. The total return figures for A Shares reflect the maximum sales charge of 5.0%. The total return figures for B Shares and C Shares reflect the maximum contingent deferred sales charge (CDSC) of 5.0% and 1.0% within the first year, respectively.


The quoted performance does not reflect the deduction of taxes on Fund distributions or redemption of shares. For the period prior to October 22, 2001, the quoted performance for the Fifth Third Strategic Income Fund Institutional Shares reflects the performance of the Fifth Third/Maxus Income Fund Institutional Shares with an inception date of September 1, 1998. Class A, Class B and Class C Shares were initially offered on April 1, 2004, April 1, 2004 and October 29, 2001, respectively. The performance figures for Class A, Class B and Class C Shares for periods prior to such dates represent the performance for the Fifth Third/Maxus Income Fund Investor Shares with an inception date of March 10, 1985 and are adjusted to reflect expenses and applicable sales charges for the respective share class.

#    Not Annualized

1    Please refer to Glossary of Terms for additional information.

   
  Fund Holdings as of January 31, 2011
 
  as a percentage of value of investments
   

   Portfolio composition is subject to change.

15


MANAGEMENT DISCUSSION OF FUND PERFORMANCE (Unaudited)

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

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

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

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

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

   
  Investment Risk Considerations
 
   

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

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

   
  Average Annual Total Returns as of January 31, 2011
 
   

    Inception
Date
  6 Months#   1 Year   5 Year   Since
Inception
   
 
 
 
 
Institutional     8/1/02       18.73 %     21.80 %     1.10 %     6.41 %

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

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

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

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

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

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

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

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

During the period shown, the total return figures reflect the waiver of a portion of the fund’s advisory or administrative fees. Without such waiver of fees, the total returns would have been lower. As of 1/31/11, the gross expense ratios are 0.56% (Institutional Shares), 0.81% (Class A) and 1.56% (Classes B & C). The total return figures for Institutional Shares reflect a sales charge of 0.0%. The total return figures for A Shares reflect the maximum sales charge of 5.0%. The total return figures for B Shares and C Shares reflect the maximum contingent deferred sales charge (CDSC) of 5.0% and 1.0% within the first year, respectively.


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

#    Not Annualized

1    Please refer to Glossary of Terms for additional information.

   
  Fund Holdings as of January 31, 2011
 
  as a percentage of value of investments
   

   Portfolio composition is subject to change.

16


MANAGEMENT DISCUSSION OF FUND PERFORMANCE (Unaudited)

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

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

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

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

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

   
  Investment Risk Considerations
 
   

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

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

   
  Average Annual Total Returns as of January 31, 2011
 
   

    Inception
Date
  6 Months#   1 Year   5 Year   Since
Inception
   
 
 
 
 
Institutional     8/1/02       15.05 %     18.01 %     1.81 %     6.43 %

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

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

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

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

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

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

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

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

During the period shown, the total return figures reflect the waiver of a portion of the fund’s advisory or administrative fees. Without such waiver of fees, the total returns would have been lower. As of 1/31/11, the gross expense ratios are 0.55% (Institutional Shares), 0.80% (Class A) and 1.55% (Classes B & C). The total return figures for Institutional Shares reflect a sales charge of 0.0%. The total return figures for A Shares reflect the maximum sales charge of 5.0%. The total return figures for B Shares and C Shares reflect the maximum contingent deferred sales charge (CDSC) of 5.0% and 1.0% within the first year, respectively.


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

#    Not Annualized

1    Please refer to Glossary of Terms for additional information.

   
  Fund Holdings as of January 31, 2011
 
  as a percentage of value of investments
   

   Portfolio composition is subject to change.

17


MANAGEMENT DISCUSSION OF FUND PERFORMANCE (Unaudited)

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

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

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

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

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

   
  Investment Risk Considerations
 
   

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

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

   
  Average Annual Total Returns as of January 31, 2011
 
   

    Inception
Date
  6 Months#   1 Year   5 Year   Since
Inception
   
 
 
 
 
Institutional     8/1/02       11.31 %     14.77 %     2.51 %     5.51 %

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

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

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

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

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

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

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

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

During the period shown, the total return figures reflect the waiver of a portion of the fund’s advisory or administrative fees. Without such waiver of fees, the total returns would have been lower. As of 1/31/11, the gross expense ratios are 0.46% (Institutional Shares), 0.71% (Class A) and 1.46% (Classes B & C). The total return figures for Institutional Shares reflect a sales charge of 0.0%. The total return figures for A Shares reflect the maximum sales charge of 5.0%. The total return figures for B Shares and C Shares reflect the maximum contingent deferred sales charge (CDSC) of 5.0% and 1.0% within the first year, respectively.


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

#    Not Annualized

1    Please refer to Glossary of Terms for additional information.

   
  Fund Holdings as of January 31, 2011
 
  as a percentage of value of investments
   

   Portfolio composition is subject to change.

18


MANAGEMENT DISCUSSION OF FUND PERFORMANCE (Unaudited)

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

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

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

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

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

   
  Investment Risk Considerations
 
   

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

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

   
  Average Annual Total Returns as of January 31, 2011
 
   

    Inception
Date
  6 Months#   1 Year   5 Year   Since
Inception
   
 
 
 
 
Institutional     8/1/02       9.55 %     13.22 %     2.95 %     5.01 %

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

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

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

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

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

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

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

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

During the period shown, the total return figures reflect the waiver of a portion of the fund’s advisory or administrative fees. Without such waiver of fees, the total returns would have been lower. As of 1/31/11, the gross expense ratios are 0.64% (Institutional Shares), 0.89% (Class A) and 1.64% (Classes B & C). The total return figures for Institutional Shares reflect a sales charge of 0.0%. The total return figures for A Shares reflect the maximum sales charge of 5.0%. The total return figures for B Shares and C Shares reflect the maximum contingent deferred sales charge (CDSC) of 5.0% and 1.0% within the first year, respectively.


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

#    Not Annualized

1    Please refer to Glossary of Terms for additional information.

   
  Fund Holdings as of January 31, 2011
 
  as a percentage of value of investments
   

   Portfolio composition is subject to change.

19


MANAGEMENT DISCUSSION OF FUND PERFORMANCE (Unaudited)

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

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

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

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

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

   
  Investment Risk Considerations
 
   

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

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

   
  Average Annual Total Returns as of January 31, 2011
 
   

    Inception
Date
  6 Months#   1 Year   5 Year   Since
Inception
   
 
 
 
 
Institutional     8/1/02       5.82 %     9.77 %     3.07 %     4.37 %

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

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

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

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

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

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

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

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

During the period shown, the total return figures reflect the waiver of a portion of the fund’s advisory or administrative fees. Without such waiver of fees, the total returns would have been lower. As of 1/31/11, the gross expense ratios are 0.73% (Institutional Shares), 0.98% (Class A) and 1.73% (Classes B & C). The total return figures for Institutional Shares reflect a sales charge of 0.0%. The total return figures for A Shares reflect the maximum sales charge of 5.0%. The total return figures for B Shares and C Shares reflect the maximum contingent deferred sales charge (CDSC) of 5.0% and 1.0% within the first year, respectively.


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

#    Not Annualized

1    Please refer to Glossary of Terms for additional information.

   
  Fund Holdings as of January 31, 2011
 
  as a percentage of value of investments
   

   Portfolio composition is subject to change.

20


MANAGEMENT DISCUSSION OF FUND PERFORMANCE (Unaudited)

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

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

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

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

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

   
  Investment Risk Considerations
 
   

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

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

   
  Average Annual Total Returns as of January 31, 2011
 
   

    Inception
Date
  6 Months#   1 Year   5 Year   Since
Inception
   
 
 
 
 
Institutional     11/29/05       7.89 %     13.51 %     8.27 %     8.29 %

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

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

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

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

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

During the period shown, the total return figures reflect the waiver of a portion of the fund’s advisory or administrative fees. Without such waiver of fees, the total returns would have been lower. As of 1/31/11, the gross expense ratios are 1.15% (Institutional Shares), 1.40% (Class A) and 2.15% (Classes B & C). The total return figures for Institutional Shares reflect a sales charge of 0.0%. The total return figures for A Shares reflect the maximum sales charge of 4.75%. The total return figures for B Shares and C Shares reflect the maximum contingent deferred sales charge (CDSC) of 5.0% and 1.0% within the first year, respectively.


The quoted performance does not reflect the deduction of taxes on Fund distributions or redemption of shares.

#    Not Annualized

1    Please refer to Glossary of Terms for additional information.

   
  Fund Holdings as of January 31, 2011
 
  as a percentage of value of investments
   

   Portfolio composition is subject to change.

21


MANAGEMENT DISCUSSION OF FUND PERFORMANCE (Unaudited)

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

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

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

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

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

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

   
  Investment Risk Considerations
 
   

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

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

   
  Average Annual Total Returns as of January 31, 2011
 
   

    6 Months#   1 Year   5 Year   10 Year
   
 
 
 
Institutional     1.35 %     6.50 %     3.10 %     3.96 %

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

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

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

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

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

During the period shown, the total return figures reflect the waiver of a portion of the fund’s advisory or administrative fees. Without such waiver of fees, the total returns would have been lower. As of 1/31/11, the gross expense ratios are 0.88% (Institutional Shares), 1.13% (Class A) and 1.88% (Classes B & C). The total return figures for Institutional Shares reflect a sales charge of 0.0%. The total return figures for A Shares reflect the maximum sales charge of 4.75%. The total return figures for B Shares and C Shares reflect the maximum contingent deferred sales charge (CDSC) of 5.0% and 1.0% within the first year, respectively.


The quoted performance does not reflect the deduction of taxes on Fund distributions or redemption of shares. For the period prior to October 29, 2001, the quoted performance for the Fifth Third Total Return Bond Fund Institutional Shares reflects the performance of the Kent Income Fund Institutional Shares with an inception date of March 20, 1995. Prior to October 29, 2001, the performance figures for the Fifth Third Total Return Bond Fund Class A Shares reflect the performance of the Kent Income Fund Investment Shares with an inception date of March 22, 1995, adjusted for the maximum sales charge. Class B and Class C Shares were initially offered on October 29, 2001. The performance figures for Class B and Class C Shares for periods prior to such date represent the performance for Institutional Shares and are adjusted to reflect expenses and applicable sales charges for Class B and Class C Shares.

#    Not Annualized

1    Please refer to Glossary of Terms for additional information.

   
  Fund Holdings as of January 31, 2011
 
  as a percentage of value of investments
   

   Portfolio composition is subject to change.

22


MANAGEMENT DISCUSSION OF FUND PERFORMANCE (Unaudited)

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

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

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

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

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

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

   
  Investment Risk Considerations
 
   

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

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

   
  Average Annual Total Returns as of January 31, 2011
 
   

    6 Months#   1 Year   5 Year   10 Year
   
 
 
 
Institutional     0.95 %     2.88 %     4.18 %     3.67 %

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

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

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

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

During the period shown, the total return figures reflect the waiver of a portion of the fund’s advisory or administrative fees. Without such waiver of fees, the total returns would have been lower. As of 1/31/11, the gross expense ratios are 0.79% (Institutional Shares), 1.04% (Class A) and 1.79% (Class C). The total return figures for Institutional Shares reflect a sales charge of 0.0%. The total return figures for A Shares reflect the maximum sales charge of 3.00%. The total return figures for C Shares reflect the maximum contingent deferred sales charge (CDSC) of 1.0% within the first year.


The quoted performance does not reflect the deduction of taxes on Fund distributions or redemption of shares. For the period prior to October 29, 2001, the quoted performance for the Fifth Third Short Term Bond Fund Institutional Shares reflects the performance of the Kent Short Term Bond Fund Institutional Shares with an inception date of November 2, 1992. Prior to October 29, 2001, the performance for the Fifth Third Short Term Bond Fund Class A Shares reflects the performance of the Kent Short Term Bond Fund Investment Shares with an inception date of December 4, 1992, adjusted for the maximum sales charge. Class C Shares were initially offered on August 1, 2003. The performance figures for Class C Shares for the periods prior to such date represent the performance for Institutional Shares and are adjusted to reflect expenses and applicable sales charges for Class C Shares.

#    Not Annualized

1    Please refer to Glossary of Terms for additional information.

   
  Fund Holdings as of January 31, 2011
 
  as a percentage of value of investments
   

   Portfolio composition is subject to change.

23


Glossary of Terms

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

24


Glossary of Terms, continued

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

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

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

Fifth Third LifeModel AggressiveSM     90 %     10 %

Fifth Third LifeModel Moderately AggressiveSM     70 %     30 %

Fifth Third LifeModel ModerateSM     50 %     50 %

Fifth Third LifeModel Moderately ConservativeSM     40 %     60 %

Fifth Third LifeModel ConservativeSM     20 %     80 %

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

            Fifth Third           Fifth Third        
    Fifth Third   LifeModel   Fifth Third   LifeModel   Fifth Third
    LifeModel   Moderately   LifeModel   Moderately   LifeModel
    AggressiveSM   AggressiveSM   ModerateSM   ConservativeSM   ConservativeSM

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

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

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

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

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

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

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

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

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

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

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


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

25



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26


Small Cap Growth
Schedule of Investments
January 31, 2011 (Unaudited)


    Shares     Value  
   
 
Common Stocks (99.5%)            
Aerospace & Defense (1.4%)            
GeoEye, Inc. * (a)   17,400   $ 694,608  
       
 
Air Freight & Logistics (1.4%)            
Air Transport Services Group, Inc. * (a)   89,100     659,340  
       
 
Auto Components (2.0%)            
Tenneco, Inc. * (a)   23,000     950,590  
       
 
Beverages (1.4%)            
Primo Water Corp. * (a)   53,400     661,626  
       
 
Capital Markets (5.0%)            
Ares Capital Corp.   60,000     1,007,400  
Evercore Partners, Inc., Class A (a)   18,100     584,630  
Stifel Financial Corp. * (a)   12,400     795,584  
       
 
          2,387,614  
       
 
Communications Equipment (3.5%)            
Acme Packet, Inc. * (a)   13,800     742,164  
Netgear, Inc. * (a)   27,178     941,854  
       
 
          1,684,018  
       
 
Consumer Finance (1.4%)            
Cash America International, Inc. (a)   16,218     652,450  
       
 
Containers & Packaging (2.0%)            
Rock-Tenn Co., Class A (a)   14,100     941,175  
       
 
Diversified Consumer Services (1.5%)            
ChinaCast Education Corp. * (a)   94,200     710,268  
       
 
Diversified Telecommunication Services (1.6%)            
Cogent Communications Group, Inc. * (a)   57,200     780,208  
       
 
Electrical Equipment (1.9%)            
Polypore International, Inc. * (a)   18,650     897,998  
       
 
Energy Equipment & Services (4.3%)            
Global Geophysical Services, Inc. * (a)   83,100     922,410  
North American Energy Partners, Inc. *   94,100     1,128,259  
       
 
          2,050,669  
       
 
Food Products (1.7%)            
Diamond Foods, Inc. (a)   16,400     816,228  
       
 
Health Care Equipment & Supplies (8.0%)            
Align Technology, Inc. * (a)   47,300     985,259  
Endologix, Inc. * (a)   94,500     550,935  
Neogen Corp. * (a)   18,200     654,472  
NuVasive, Inc. * (a)   25,300     707,008  
NxStage Medical, Inc. * (a)   38,900     935,156  
       
 
          3,832,830  
       
 
Health Care Providers & Services (5.1%)            
Emergency Medical Services Corp., Class A *   15,108     1,019,790  
ExamWorks Group, Inc. * (a)   25,325     554,111  
HMS Holdings Corp. * (a)   13,394     861,770  
       
 
          2,435,671  
       
 
Hotels, Restaurants & Leisure (1.4%)            
Bally Technologies, Inc. * (a)   16,400     671,252  
       
 
Internet Software & Services (8.3%)            
Constant Contact, Inc. * (a)   24,100     674,559  
Envestnet, Inc. * (a)   56,200     800,850  
SciQuest, Inc. * (a)   57,257     768,962  
SPS Commerce, Inc. * (a)   63,500     1,008,062  
support.com, Inc. * (a)   131,100     726,294  
       
 
          3,978,727  
       
 
IT Services (4.7%)            
Cardtronics, Inc. * (a)   60,900     1,040,781  
ExlService Holdings, Inc. * (a)   39,294     748,944  
Forrester Research, Inc. (a)   13,577     483,884  
       
 
          2,273,609  
       
 
Leisure Equipment & Products (1.6%)            
Polaris Industries, Inc. (a)   10,300     792,276  
       
 
Life Sciences Tools & Services (2.6%)            
ICON PLC, ADR * (a)   29,170     649,616  
Luminex Corp. * (a)   34,550     586,659  
       
 
          1,236,275  
       
 
Media (4.8%)            
Imax Corp. * (a)   28,423     727,345  
MDC Partners, Inc., Class A   51,000     853,230  
ReachLocal, Inc. *   33,500     730,300  
       
 
          2,310,875  
       
 
Metals & Mining (1.3%)            
Carpenter Technology Corp. (a)   15,200     625,480  
       
 
Pharmaceuticals (1.9%)            
Akorn, Inc. * (a)   185,000     925,000  
       
 
Professional Services (6.7%)            
CoStar Group, Inc. *   14,500     816,060  
Dolan Co. (The) * (a)   50,700     695,097  
Kelly Services, Inc., Class A * (a)   41,101     808,662  
Kforce, Inc. * (a)   51,200     915,456  
       
 
          3,235,275  
       
 
Road & Rail (1.4%)            
Knight Transportation, Inc. (a)   35,000     667,100  
       
 
Semiconductors & Semiconductor Equipment (6.9%)            
Entegris, Inc. * (a)   135,300     1,035,045  
Entropic Communications, Inc. * (a)   95,000     1,042,150  
Omnivision Technologies, Inc. * (a)   29,900     772,317  
Rubicon Technology, Inc. * (a)   25,900     466,459  
       
 
          3,315,971  
       
 
Software (4.3%)            
JDA Software Group, Inc. * (a)   25,500     769,590  
SuccessFactors, Inc. * (a)   23,900     695,968  
Ultimate Software Group, Inc. * (a)   12,377     601,522  
       
 
          2,067,080  
       
 
             
Continued

27


Small Cap Growth
Schedule of Investments, continued
January 31, 2011 (Unaudited)


    Shares     Value  
   
 
Common Stocks, continued            
Specialty Retail (3.9%)            
Monro Muffler Brake, Inc. (a)   28,349   $ 937,801  
Ulta Salon Cosmetics & Fragrance, Inc. * (a)   24,900     922,296  
       
 
          1,860,097  
       
 
Textiles, Apparel & Luxury Goods (4.2%)            
Deckers Outdoor Corp. *   15,856     1,163,672  
Warnaco Group, Inc. (The) * (a)   16,400     837,712  
       
 
          2,001,384  
       
 
Trading Companies & Distributors (3.3%)            
Kaman Corp. (a)   27,300     803,575  
Rush Enterprises, Inc., Class A * (a)   40,900     779,963  
       
 
          1,583,538  
       
 

Total Common Stocks
        47,699,232  
       
 
Investment Companies (29.7%)            
State Street Navigator Securities            

Lending Portfolio (c)

  14,245,164     14,245,164  
       
 

Total Investment Companies
        14,245,164  
       
 
Investments in Affiliates (1.2%)            
Fifth Third Institutional Money Market Fund (b)   555,450     555,450  
       
 

Total Investments in Affiliates
        555,450  
       
 

Total Investments (Cost $48,871,294) - 130.4%
        62,499,846  

Liabilities in excess of other assets - (30.4)%
        (14,555,974 )
       
 

NET ASSETS - 100.0%
      $ 47,943,872  
       
 

Notes to Schedule of Investments
     
*   Non-income producing security.
     
 (a)   All or part of this security was on loan.
     
 (b)   Investment is in Institutional Shares of underlying fund.
     
 (c)   Represents investments of cash collateral received in connection with securities lending.
     
The following abbreviation is used in the Schedule of Investments:
ADR - American Depositary Receipt
     
At January 31, 2011, Small Cap Growth’s investments were in the following countries:

Country        

Canada     4.3 %
China     1.1 %
Ireland     1.1 %
United States     93.5 %
     
Total     100.0 %
     
         
See notes to schedules of investments
and notes to financial statements.

Mid Cap Growth
Schedule of Investments
January 31, 2011 (Unaudited)


    Shares     Value  
   
 
Common Stocks (98.2%)            
Aerospace & Defense (3.0%)            
BE Aerospace, Inc. *   37,000   $ 1,431,530  
Goodrich Corp.   14,000     1,268,680  
       
 
          2,700,210  
       
 
Air Freight & Logistics (1.4%)            
CH Robinson Worldwide, Inc.   16,000     1,233,440  
       
 
Auto Components (3.4%)            
Autoliv, Inc.   19,000     1,459,200  
BorgWarner, Inc. * (a)   23,000     1,550,200  
       
 
          3,009,400  
       
 
Beverages (1.3%)            
Hansen Natural Corp. *   21,000     1,189,440  
       
 
Biotechnology (1.8%)            
Alexion Pharmaceuticals, Inc. *   19,000     1,592,580  
       
 
Capital Markets (3.2%)            
Affiliated Managers Group, Inc. *   15,000     1,527,450  
Ameriprise Financial, Inc.   21,000     1,294,650  
       
 
          2,822,100  
       
 
Chemicals (5.2%)            
CF Industries Holdings, Inc.   12,000     1,620,480  
FMC Corp.   14,000     1,064,840  
Lubrizol Corp.   7,500     805,950  
Sherwin-Williams Co. (The)   13,000     1,101,490  
       
 
          4,592,760  
       
 
Commercial Services & Supplies (1.3%)            
Stericycle, Inc. * (a)   15,000     1,177,350  
       
 
Communications Equipment (4.7%)            
Acme Packet, Inc. *   20,000     1,075,600  
Aruba Networks, Inc. * (a)   41,000     883,550  
JDS Uniphase Corp. *   68,000     1,153,960  
Riverbed Technology, Inc. *   31,000     1,111,970  
       
 
          4,225,080  
       
 
Computers & Peripherals (1.8%)            
NetApp, Inc. *   29,000     1,587,170  
       
 
Construction & Engineering (1.0%)            
Fluor Corp.   13,000     899,470  
       
 
Consumer Finance (1.1%)            
Discover Financial Services   48,000     988,320  
       
 
Energy Equipment & Services (5.8%)            
Core Laboratories NV   10,000     912,600  
FMC Technologies, Inc. *   18,000     1,692,000  
Helmerich & Payne, Inc.   18,000     1,057,140  
McDermott International, Inc. *   70,000     1,454,600  
       
 
          5,116,340  
       
 
Food Products (1.1%)            
Mead Johnson Nutrition Co.   17,000     985,490  
       
 
             
             
Continued

28


Mid Cap Growth
Schedule of Investments, continued
January 31, 2011 (Unaudited)


    Shares     Value  
   
 
Common Stocks, continued            
Health Care Equipment & Supplies (3.5%)            
Cooper Cos., Inc. (The)   18,000   $ 1,032,120  
Edwards Lifesciences Corp. *   15,000     1,264,350  
Volcano Corp. * (a)   30,000     787,800  
       
 
          3,084,270  
       
 
Health Care Providers & Services (2.6%)            
AMERIGROUP Corp. * (a)   23,000     1,204,510  
HMS Holdings Corp. *   17,000     1,093,780  
       
 
          2,298,290  
       
 
Health Care Technology (1.4%)            
SXC Health Solutions Corp. *   25,000     1,202,750  
       
 
Hotels, Restaurants & Leisure (4.5%)            
Chipotle Mexican Grill, Inc. * (a)   5,000     1,094,600  
Starwood Hotels & Resorts Worldwide, Inc.   24,000     1,415,280  
Wynn Resorts, Ltd.   13,000     1,512,290  
       
 
          4,022,170  
       
 
Internet & Catalog Retail (1.6%)            
priceline.com, Inc. *   3,350     1,435,542  
       
 
Internet Software & Services (2.0%)            
LogMeIn, Inc. * (a)   20,000     770,600  
Rackspace Hosting, Inc. * (a)   29,000     971,790  
       
 
          1,742,390  
       
 
IT Services (1.4%)            
Teradata Corp. *   29,000     1,246,710  
       
 
Life Sciences Tools & Services (1.5%)            
Mettler-Toledo International, Inc. *   9,000     1,342,710  
       
 
Machinery (10.4%)            
CNH Global NV *   24,000     1,162,320  
Cummins, Inc.   16,000     1,694,080  
Gardner Denver, Inc.   19,000     1,370,660  
Joy Global, Inc.   15,000     1,307,700  
Parker Hannifin Corp.   15,000     1,341,150  
Snap-On, Inc.   16,000     906,080  
Wabco Holding, Inc. *   25,000     1,460,000  
       
 
          9,241,990  
       
 
Media (1.0%)            
Scripps Networks Interactive, Inc., Class A   19,000     883,500  
       
 
Metals & Mining (2.3%)            
Cliffs Natural Resources, Inc.   15,000     1,281,900  
Schnitzer Steel Industries, Inc., Class A   13,000     802,100  
       
 
          2,084,000  
       
 
Multiline Retail (1.6%)            
Dollar Tree, Inc. *   28,000     1,416,240  
       
 
Oil, Gas & Consumable Fuels (4.1%)            
Brigham Exploration Co. *   40,000     1,184,400  
Peabody Energy Corp.   19,000     1,204,980  
Pioneer Natural Resources Co.   13,000     1,237,080  
       
 
          3,626,460  
       
 
Personal Products (1.3%)            
Estee Lauder Cos., Inc. (The), Class A   14,000     1,127,000  
       
 
Pharmaceuticals (1.0%)            
Watson Pharmaceuticals, Inc. *   17,000     926,840  
       
 
Real Estate Management & Development (1.4%)            
Jones Lang LaSalle, Inc.   14,000     1,240,960  
       
 
Road & Rail (2.9%)            
JB Hunt Transport Services, Inc.   26,000     1,066,000  
Kansas City Southern *   31,000     1,549,380  
       
 
          2,615,380  
       
 
Semiconductors & Semiconductor Equipment (5.6%)            
Altera Corp. (a)   35,000     1,314,950  
Cypress Semiconductor Corp. *   59,000     1,277,350  
Skyworks Solutions, Inc. *   40,000     1,270,800  
Varian Semiconductor Equipment Associates, Inc. *   25,000     1,111,250  
       
 
          4,974,350  
       
 
Software (7.0%)            
Informatica Corp. * (a)   34,000     1,577,600  
Intuit, Inc. *   38,000     1,783,340  
MICROS Systems, Inc. *   22,000     1,006,280  
Salesforce.com, Inc. *   14,500     1,872,530  
       
 
          6,239,750  
       
 
Specialty Retail (3.8%)            
O’Reilly Automotive, Inc. *   28,000     1,591,240  
Ulta Salon Cosmetics & Fragrance, Inc. * (a)   28,000     1,037,120  
Zumiez, Inc. * (a)   33,000     766,260  
       
 
          3,394,620  
       
 
Trading Companies & Distributors (1.2%)            
United Rentals, Inc. * (a)   39,000     1,039,350  
       
 

Total Common Stocks
        87,304,422  
       
 
Investment Companies (13.9%)            
State Street Navigator Securities Lending Portfolio (c)   12,315,514     12,315,514  
       
 

Total Investment Companies
        12,315,514  
       
 
Investments in Affiliates (1.2%)            
Fifth Third Institutional Money Market Fund (b)   1,104,966     1,104,966  
       
 

Total Investments in Affiliates
        1,104,966  
       
 

Total Investments (Cost $78,941,663) - 113.3%
        100,724,902  

Liabilities in excess of other assets - (13.3)%
        (11,804,887 )
       
 

NET ASSETS - 100.0%
      $ 88,920,015  
       
 
             
Continued

29


Mid Cap Growth
Schedule of Investments, continued
January 31, 2011 (Unaudited)


Notes to Schedule of Investments
     

*
 
Non-income producing security.
     
 (a)   All or part of this security was on loan.
     
 (b)   Investment is in Institutional Shares of underlying fund.
     
 (c)   Represents investments of cash collateral received in connection with securities lending.
     
     
See notes to schedules of investments
and notes to financial statements.

Quality Growth
Schedule of Investments
January 31, 2011 (Unaudited)


    Shares     Value  
   
 
Common Stocks (97.4%)            
Aerospace & Defense (1.8%)            
Goodrich Corp.   65,000   $ 5,890,300  
       
 
Auto Components (4.2%)            
BorgWarner, Inc. * (b)   110,000     7,414,000  
Johnson Controls, Inc.   170,000     6,526,300  
       
 
          13,940,300  
       
 
Beverages (3.1%)            
Coca-Cola Co. (The)   110,000     6,913,500  
Hansen Natural Corp. *   60,000     3,398,400  
       
 
          10,311,900  
       
 
Biotechnology (1.7%)            
Alexion Pharmaceuticals, Inc. *   67,000     5,615,940  
       
 
Capital Markets (2.0%)            
Ameriprise Financial, Inc.   110,000     6,781,500  
       
 
Chemicals (3.4%)            
FMC Corp.   65,000     4,943,900  
Mosaic Co. (The)   79,000     6,402,160  
       
 
          11,346,060  
       
 
Commercial Services & Supplies (1.7%)            
Stericycle, Inc. * (b)   72,000     5,651,280  
       
 
Communications Equipment (1.3%)            
Cisco Systems, Inc. *   210,000     4,441,500  
       
 
Computers & Peripherals (7.0%)            
Apple, Inc. *   51,000     17,305,320  
EMC Corp. *   250,000     6,222,500  
       
 
          23,527,820  
       
 
Diversified Financial Services (1.4%)            
JP Morgan Chase & Co.   105,000     4,718,700  
       
 
Electrical Equipment (1.6%)            
AMETEK, Inc.   129,000     5,260,620  
       
 
Electronic Equipment, Instruments & Components (3.2%)            
Agilent Technologies, Inc. *   150,000     6,274,500  
Corning, Inc.   195,000     4,330,950  
       
 
          10,605,450  
       
 
Energy Equipment & Services (2.9%)            
National Oilwell Varco, Inc.   36,000     2,660,400  
Schlumberger, Ltd.   78,000     6,941,220  
       
 
          9,601,620  
       
 
Food & Staples Retailing (1.8%)            
Costco Wholesale Corp.   83,000     5,962,720  
       
 
Health Care Equipment & Supplies (3.7%)            
Cooper Cos., Inc. (The)   90,000     5,160,600  
Edwards Lifesciences Corp. *   46,000     3,877,340  
Hospira, Inc. *   61,000     3,369,030  
       
 
          12,406,970  
       
 
             
Continued

30


Quality Growth
Schedule of Investments, continued
January 31, 2011 (Unaudited)


    Shares     Value  
   
 
Common Stocks, continued            
Health Care Providers & Services (1.7%)            
UnitedHealth Group, Inc.   140,000   $ 5,747,000  
       
 
Hotels, Restaurants & Leisure (2.0%)            
McDonald’s Corp.   89,000     6,556,630  
       
 
Household Durables (1.7%)            
Stanley Black & Decker, Inc.   80,000     5,814,400  
       
 
Household Products (1.3%)            
Procter & Gamble Co. (The)   68,000     4,292,840  
       
 
Internet Software & Services (2.9%)            
Baidu, Inc., ADR *   34,000     3,693,420  
Google, Inc., Class A *   9,800     5,883,528  
       
 
          9,576,948  
       
 
IT Services (4.8%)            
Cognizant Technology Solutions Corp., Class A *   70,000     5,106,500  
International Business Machines Corp.   68,000     11,016,000  
       
 
          16,122,500  
       
 
Machinery (9.0%)            
Cummins, Inc.   50,000     5,294,000  
Danaher Corp.   124,000     5,711,440  
Deere & Co.   80,000     7,272,000  
Parker Hannifin Corp.   65,000     5,811,650  
Wabco Holding, Inc. *   102,000     5,956,800  
       
 
          30,045,890  
       
 
Media (1.4%)            
Walt Disney Co. (The)   117,000     4,547,790  
       
 
Metals & Mining (2.4%)            
Cliffs Natural Resources, Inc.   39,000     3,332,940  
Freeport-McMoRan Copper & Gold, Inc.   43,000     4,676,250  
       
 
          8,009,190  
       
 
Multi-Utilities (1.5%)            
Wisconsin Energy Corp.   85,000     5,124,650  
       
 
Oil, Gas & Consumable Fuels (4.7%)            
Anadarko Petroleum Corp.   48,000     3,699,840  
Occidental Petroleum Corp.   68,000     6,574,240  
Peabody Energy Corp.   86,000     5,454,120  
       
 
          15,728,200  
       
 
Personal Products (1.6%)            
Estee Lauder Cos., Inc. (The), Class A   68,000     5,474,000  
       
 
Pharmaceuticals (1.6%)            
Bristol-Myers Squibb Co.   140,000     3,525,200  
Watson Pharmaceuticals, Inc. *   31,123     1,696,826  
       
 
          5,222,026  
       
 
Real Estate Management & Development (1.7%)            
CB Richard Ellis Group, Inc., Class A *   265,000     5,880,350  
       
 
Road & Rail (3.2%)            
JB Hunt Transport Services, Inc.   120,000     4,920,000  
Union Pacific Corp.   60,000     5,677,800  
       
 
          10,597,800  
       
 
Semiconductors & Semiconductor Equipment (3.1%)            
Altera Corp.   160,000     6,011,200  
Maxim Integrated Products, Inc.   175,000     4,518,500  
       
 
          10,529,700  
       
 
Software (5.3%)            
Citrix Systems, Inc. *   16,519     1,043,670  
Microsoft Corp.   190,000     5,267,750  
Oracle Corp.   250,000     8,007,500  
Salesforce.com, Inc. * (b)   27,000     3,486,780  
       
 
          17,805,700  
       
 
Specialty Retail (2.6%)            
O’Reilly Automotive, Inc. *   85,000     4,830,550  
Williams-Sonoma, Inc. (b)   123,000     3,960,600  
       
 
          8,791,150  
       
 
Textiles, Apparel & Luxury Goods (1.5%)            
Nike, Inc., Class B   63,000     5,196,240  
       
 
Trading Companies & Distributors (1.5%)            
Fastenal Co. (b)   84,000     4,877,040  
       
 
Wireless Telecommunication Services (1.1%)            
American Tower Corp., Class A *   73,000     3,712,780  
       
 

Total Common Stocks
        325,715,504  
       
 
Investment Companies (6.6%)            
State Street Navigator Securities Lending Portfolio (e)   22,053,830     22,053,830  
       
 

Total Investment Companies
        22,053,830  
       
 
    Principal        
    Amount        
   
       
Asset-Backed Securities (0.0%)            
Manufactured Housing ABS Other (0.0%)            
Conseco Financial Corp., Series 1995-4,            

Class M1, 7.60%, 6/15/25 (a)

$ 65,910     66,702  
       
 

Total Asset-Backed Securities
        66,702  
       
 
Corporate Bonds (0.1%)            
Commercial Banks-Central U.S. (0.1%)            
Bank One Capital III, 8.75%, 9/01/30   165,792     195,951  
       
 

Total Corporate Bonds
        195,951  
       
 
Mortgage-Backed Securities (0.2%)            
U.S. Government Agencies (0.2%)            
Fannie Mae, 6.00%, 8/25/33 (a)   220,374     223,993  
Freddie Mac, 5.50%, 3/15/35   222,635     239,177  
Government National Mortgage Association, IO, 0.39%, 4/16/46 (a) (d)   2,685,924     50,993  
       
 
          514,163  
       
 
             
Continued

31


Quality Growth
Schedule of Investments, continued
January 31, 2011 (Unaudited)


    Principal        
    Amount   Value
   
 
Mortgage-Backed Securities, continued              
WL Collateral CMO Other (0.0%)              

JP Morgan Mortgage Trust, Series 2005-A1, Class 2A1, 4.82%, 2/25/35 (a)

  $ 145,708   $ 145,053  
         
 
WL Collateral CMO Sequential (0.0%)              

Countrywide Alternative Loan Trust, Series 2005-J3, Class 3A1, 6.50%, 9/25/34

    85,117     83,394  
         
 

Total Mortgage-Backed Securities
          742,610  
         
 
    Shares        
   
       
Investments in Affiliates (1.3%)              
Fifth Third Institutional Money Market Fund (c)     4,394,075     4,394,075  
         
 

Total Investments in Affiliates
          4,394,075  
         
 

Total Investments (Cost $266,935,139) - 105.6%
          353,168,672  

Liabilities in excess of other assets - (5.6)%
          (18,777,383 )
         
 

NET ASSETS - 100.0%
        $ 334,391,289  
         
 

Notes to Schedule of Investments
     

*
 
Non-income producing security.
     
 (a)   Variable rate security. Rate presented represents rate in effect at January 31, 2011.
     
 (b)   All or part of this security was on loan.
     
 (c)   Investment is in Institutional Shares of underlying fund.
     
(d)   Illiquid Securities.
     
(e)   Represents investments of cash collateral received in connection with securities lending.
     
The following abbreviations are used in the Schedule of Investments:
ABS - Asset-Backed Security
ADR - American Depositary Receipt
CMO - Collateralized Mortgage Obligation
IO - Interest Only
WL - Whole Loan
     
See notes to schedules of investments
and notes to financial statements.

Dividend Growth
Schedule of Investments
January 31, 2011 (Unaudited)


    Shares     Value  
   
 
Common Stocks (97.9%)            
Aerospace & Defense (2.0%)            
United Technologies Corp.   1,697   $ 137,966  
       
 
Air Freight & Logistics (1.5%)            
United Parcel Service, Inc., Class B   1,379     98,764  
       
 
Beverages (1.7%)            
Diageo PLC, ADR   599     46,003  
PepsiCo, Inc.   1,053     67,719  
       
 
          113,722  
       
 
Capital Markets (3.4%)            
Ameriprise Financial, Inc.   2,677     165,037  
Goldman Sachs Group, Inc. (The)   384     62,830  
       
 
          227,867  
       
 
Chemicals (3.9%)            
Air Products & Chemicals, Inc.   1,137     99,203  
Ecolab, Inc.   1,204     59,827  
Praxair, Inc.   1,136     105,694  
       
 
          264,724  
       
 
Commercial Banks (2.9%)            
Cullen / Frost Bankers, Inc. (a)   1,432     82,741  
U.S. Bancorp (a)   4,207     113,589  
       
 
          196,330  
       
 
Computers & Peripherals (4.5%)            
Apple, Inc. *   742     251,775  
NetApp, Inc. * (a)   982     53,745  
       
 
          305,520  
       
 
Diversified Financial Services (2.6%)            
JP Morgan Chase & Co.   3,966     178,232  
       
 
Diversified Telecommunication Services (1.5%)            
AT&T, Inc.   3,783     104,108  
       
 
Electric Utilities (0.4%)            
NextEra Energy, Inc. (a)   526     28,120  
       
 
Electrical Equipment (1.2%)            
Roper Industries, Inc. (a)   1,058     82,196  
       
 
Energy Equipment & Services (3.3%)            
Schlumberger, Ltd.   2,501     222,564  
       
 
Food & Staples Retailing (1.6%)            
Costco Wholesale Corp. (a)   1,474     105,892  
       
 
Food Products (2.9%)            
General Mills, Inc.   1,843     64,100  
HJ Heinz Co. (a)   1,346     63,935  
JM Smucker Co. (The) (a)   1,127     70,054  
       
 
          198,089  
       
 
Gas Utilities (1.2%)            
Oneok, Inc. (a)   1,404     82,682  
       
 
             
Continued

32


Dividend Growth
Schedule of Investments, continued
January 31, 2011 (Unaudited)


    Shares     Value  
   
 
Common Stocks, continued            
Health Care Equipment & Supplies (0.9%)            
Stryker Corp.   1,042   $ 59,978  
       
 
Health Care Providers & Services (3.9%)            
AmerisourceBergen Corp. (a)   4,683     167,932  
UnitedHealth Group, Inc.   2,339     96,016  
       
 
          263,948  
       
 
Hotels, Restaurants & Leisure (3.3%)            
Marriott International, Inc., Class A (a)   1,665     65,751  
McDonald’s Corp.   2,098     154,560  
       
 
          220,311  
       
 
Household Durables (1.9%)            
Stanley Black & Decker, Inc. (a)   1,785     129,734  
       
 
Household Products (3.0%)            
Procter & Gamble Co. (The)   3,232     204,036  
       
 
Insurance (2.7%)            
MetLife, Inc.   3,965     181,478  
       
 
IT Services (4.2%)            
International Business Machines Corp.   1,754     284,148  
       
 
Leisure Equipment & Products (0.7%)            
Hasbro, Inc. (a)   1,066     47,000  
       
 
Machinery (6.7%)            
Cummins, Inc.   908     96,139  
Deere & Co.   839     76,265  
Eaton Corp.   643     69,418  
Illinois Tool Works, Inc. (a)   996     53,276  
Parker Hannifin Corp.   753     67,326  
Snap-On, Inc. (a)   1,592     90,155  
       
 
          452,579  
       
 
Media (1.4%)            
Walt Disney Co. (The) (a)   2,452     95,309  
       
 
Multi-Utilities (1.4%)            
Wisconsin Energy Corp.   1,577     95,077  
       
 
Oil, Gas & Consumable Fuels (12.1%)            
Apache Corp.   1,667     198,973  
Chevron Corp.   1,474     139,927  
ConocoPhillips   1,635     116,837  
Exxon Mobil Corp.   2,020     162,973  
Occidental Petroleum Corp.   1,073     103,738  
Peabody Energy Corp.   1,464     92,847  
       
 
          815,295  
       
 
Pharmaceuticals (5.2%)            
Johnson & Johnson   1,555     92,942  
Novartis AG, ADR (a)   2,906     162,329  
Teva Pharmaceutical Industries, Ltd., ADR   1,721     94,053  
       
 
          349,324  
       
 
Professional Services (1.0%)            
Manpower, Inc. (a)   1,059     68,380  
       
 
Road & Rail (2.0%)            
CSX Corp.   1,881     132,799  
       
 
Semiconductors & Semiconductor Equipment (5.3%)            
Analog Devices, Inc.   1,817     70,554  
Broadcom Corp., Class A   2,147     96,808  
Intel Corp.   4,799     102,987  
Xilinx, Inc. (a)   2,706     87,133  
       
 
          357,482  
       
 
Software (2.6%)            
Microsoft Corp.   3,047     84,478  
Oracle Corp.   2,937     94,072  
       
 
          178,550  
       
 
Specialty Retail (1.2%)            
TJX Cos., Inc.   1,719     81,463  
       
 
Textiles, Apparel & Luxury Goods (2.8%)            
Nike, Inc., Class B   1,227     101,203  
VF Corp.  (a)   1,060     87,683  
       
 
          188,886  
       
 
Trading Companies & Distributors (1.0%)            
WW Grainger, Inc. (a)   534     70,205  
       
 

Total Common Stocks
        6,622,758  
       
 
Investment Companies (18.3%)            
State Street Navigator Securities Lending Portfolio (c)   1,241,310     1,241,310  
       
 

Total Investment Companies
        1,241,310  
       
 
Investments in Affiliates (1.9%)            
Fifth Third Institutional Money Market Fund (b)   129,043     129,043  
       
 

Total Investments in Affiliates
        129,043  
       
 

Total Investments (Cost $6,338,100) - 118.1%
        7,993,111  

Liabilities in excess of other assets - (18.1)%
        (1,222,490 )
       
 

NET ASSETS - 100.0%
      $ 6,770,621  
       
 

Notes to Schedule of Investments
     

*
 
Non-income producing security.
     
 (a)   All or part of this security was on loan.
     
 (b)   Investment is in Institutional Shares of underlying fund.
     
 (c)   Represents investments of cash collateral received in connection with securities lending.
     
The following abbreviations are used in the Schedule of Investments:
ADR - American Depositary Receipt
     
Continued

33


Dividend Growth
Schedule of Investments, continued
January 31, 2011 (Unaudited)

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

Country          

Great Britain       0.6 %
Israel       1.2 %
Curacao       2.8 %
Switzerland       2.0 %
United States       93.4 %
       
Total       100.0 %
       
           
See notes to schedules of investments
and notes to financial statements.

Micro Cap Value
Schedule of Investments
January 31, 2011 (Unaudited)


    Shares     Value  
   
 
Common Stocks (96.3%)            
Auto Components (0.8%)            
Motorcar Parts of America, Inc. *   24,722   $ 355,997  
       
 
Capital Markets (5.5%)            
Gladstone Capital Corp.   37,863     399,076  
JMP Group, Inc.   31,800     238,182  
MVC Capital, Inc.   36,262     504,767  
NGP Capital Resources Co.   61,440     558,490  
Sanders Morris Harris Group, Inc.   66,070     458,526  
SWS Group, Inc.   81,621     381,986  
       
 
          2,541,027  
       
 
Commercial Banks (8.8%)            
Center Bancorp, Inc.   39,613     356,517  
Center Financial Corp. *   32,349     237,765  
Independent Bank Corp.   18,127     492,692  
MainSource Financial Group, Inc.   29,658     269,443  
Northrim BanCorp, Inc.   20,836     392,550  
Pacific Continental Corp.   18,955     192,393  
Renasant Corp.   27,182     423,768  
Simmons First National Corp., Class A   13,318     370,107  
Sterling Bancorp   41,599     407,254  
Tennessee Commerce Bancorp, Inc. *   100,100     501,501  
Washington Trust Bancorp, Inc.   21,383     427,660  
       
 
          4,071,650  
       
 
Commercial Services & Supplies (1.1%)            
Schawk, Inc.   27,209     496,292  
       
 
Communications Equipment (0.8%)            
EXFO, Inc. *   36,600     364,536  
       
 
Construction & Engineering (1.3%)            
Pike Electric Corp. *   71,896     594,580  
       
 
Distributors (1.0%)            
Audiovox Corp., Class A *   62,810     450,976  
       
 
Diversified Consumer Services (1.0%)            
Carriage Services, Inc. *   22,200     113,442  
Stewart Enterprises, Inc., Class A   54,700     348,986  
       
 
          462,428  
       
 
Diversified Telecommunication Services (1.9%)            
Neutral Tandem, Inc. *   28,300     427,896  
Premiere Global Services, Inc. *   70,654     440,174  
       
 
          868,070  
       
 
Electric Utilities (0.9%)            
Central Vermont Public Service Corp.   20,500     440,135  
       
 
Electronic Equipment, Instruments & Components (2.9%)            
CTS Corp.   36,933     418,820  
Electro Scientific Industries, Inc. *   19,769     329,549  
Measurement Specialties, Inc. *   8,200     220,908  
PAR Technology Corp. *   64,695     390,758  
       
 
          1,360,035  
       
 
             
Continued

34


Micro Cap Value
Schedule of Investments, continued
January 31, 2011 (Unaudited)


    Shares     Value  
   
 
Common Stocks, continued            
Energy Equipment & Services (2.3%)            
Mitcham Industries, Inc. *   35,677   $ 392,804  
North American Energy Partners, Inc. *   56,106     672,711  
       
 
          1,065,515  
       
 
Food & Staples Retailing (3.3%)            
Nash Finch Co.   14,434     543,729  
Susser Holdings Corp. *   36,321     523,749  
Winn-Dixie Stores, Inc. *   73,000     465,740  
       
 
          1,533,218  
       
 
Food Products (2.5%)            
Inventure Foods, Inc. *   106,618     456,325  
Overhill Farms, Inc. *   115,740     689,810  
       
 
          1,146,135  
       
 
Gas Utilities (0.7%)            
Chesapeake Utilities Corp.   8,101     316,749  
       
 
Health Care Equipment & Supplies (3.3%)            
Greatbatch, Inc. *   13,256     312,179  
Kensey Nash Corp. *   15,090     365,178  
Medical Action Industries, Inc. *   57,829     468,415  
Merit Medical Systems, Inc. *   27,500     406,175  
       
 
          1,551,947  
       
 
Health Care Providers & Services (3.2%)            
American Dental Partners, Inc. *   41,923     532,841  
BioScrip, Inc. *   91,600     474,488  
Cross Country Healthcare, Inc. *   64,297     462,939  
       
 
          1,470,268  
       
 
Health Care Technology (1.0%)            
Omnicell, Inc. *   31,955     445,293  
       
 
Hotels, Restaurants & Leisure (2.2%)            
Benihana, Inc., Class A *   73,040     596,006  
Frisch’s Restaurants, Inc.   20,091     425,126  
       
 
          1,021,132  
       
 
Household Durables (0.6%)            
Hooker Furniture Corp.   20,400     273,564  
       
 
Insurance (5.4%)            

American Equity Investment Life Holding Co.

  35,739     453,170  
AMERISAFE, Inc. *   26,180     466,266  
EMC Insurance Group, Inc.   17,200     386,484  
First Mercury Financial Corp.   15,600     256,620  
Meadowbrook Insurance Group, Inc.   58,883     558,800  
SeaBright Holdings, Inc.   42,108     408,869  
       
 
          2,530,209  
       
 
Internet Software & Services (2.1%)            
Infospace, Inc. *   59,176     484,060  
Perficient, Inc. *   41,160     481,160  
       
 
          965,220  
       
 
IT Services (2.8%)            
Ciber, Inc. *   127,072     579,448  
Global Cash Access Holdings, Inc. *   97,600     297,680  
Ness Technologies, Inc. *   74,425     445,806  
       
 
          1,322,934  
       
 
Life Sciences Tools & Services (0.9%)            
Medtox Scientific, Inc.   32,037     431,538  
       
 
Machinery (3.0%)            
Federal Signal Corp.   62,047     431,847  
Flow International Corp. *   108,852     408,195  
Greenbrier Cos., Inc. *   24,418     577,974  
       
 
          1,418,016  
       
 
Metals & Mining (1.0%)            
Horsehead Holding Corp. *   35,100     446,121  
       
 
Multiline Retail (0.7%)            
Fred’s, Inc., Class A   24,394     327,611  
       
 
Oil, Gas & Consumable Fuels (1.0%)            
Petroquest Energy, Inc. *   60,900     477,456  
       
 
Paper & Forest Products (1.1%)            
PH Glatfelter Co.   41,692     501,555  
       
 
Personal Products (1.1%)            
Prestige Brands Holdings, Inc. *   45,699     504,517  
       
 
Professional Services (3.7%)            
Barrett Business Services, Inc.   35,705     525,578  
CBIZ, Inc. *   76,251     531,469  
Dolan Co. (The) *   27,053     370,897  
SFN Group, Inc. *   32,000     309,760  
       
 
          1,737,704  
       
 
Real Estate Investment Trusts (5.2%)            
Cedar Shopping Centers, Inc.   65,614     396,965  
Gladstone Commercial Corp.   26,100     479,979  
MHI Hospitality Corp. *   117,882     343,037  

Monmouth Real Estate Investment Corp., Class A

  67,006     551,459  
U-Store-It Trust   30,860     298,107  
UMH Properties, Inc.   34,100     355,663  
       
 
          2,425,210  
       
 
Road & Rail (5.4%)            
Celadon Group, Inc. *   48,820     715,213  
Marten Transport, Ltd.   19,320     411,709  
Saia, Inc. *   29,493     422,045  
USA Truck, Inc. *   36,327     435,924  
Vitran Corp., Inc. *   38,250     519,818  
       
 
          2,504,709  
       
 
Semiconductors & Semiconductor Equipment (5.6%)            
Cohu, Inc.   27,000     403,380  
IXYS Corp. *   37,149     420,898  
Pericom Semiconductor Corp. *   39,812     399,314  
Photronics, Inc. *   83,805     552,275  
Rudolph Technologies, Inc. *   43,844     441,071  
             
             
Continued

35


Micro Cap Value
Schedule of Investments, continued
January 31, 2011 (Unaudited)


    Shares     Value  
   
 
Common Stocks, continued            
Semiconductors & Semiconductor Equipment, continued            
Ultratech, Inc. *   17,047   $ 384,154  
       
 
          2,601,092  
       
 
Software (1.8%)            
American Software, Inc., Class A   71,379     472,529  
Versant Corp. *   26,744     359,707  
       
 
          832,236  
       
 
Specialty Retail (3.4%)            
Cache, Inc. *   100,733     378,756  
Casual Male Retail Group, Inc. *   101,510     426,342  
Stage Stores, Inc.   27,500     426,250  
Stein Mart, Inc.   43,743     342,726  
       
 
          1,574,074  
    &