FIFTH THIRD FUNDS
COMBINED STATEMENT OF ADDITIONAL INFORMATION
DATED NOVEMBER 23, 2011

This Combined Statement of Additional Information (the “SAI”) relates to the Prospectuses of the following portfolios (the “Funds”) of Fifth Third Funds (the “Trust”) dated November 23, 2011:

This SAI, which has been filed with the Securities and Exchange Commission (“SEC”), provides supplementary information pertaining to all classes of shares representing interests in each of the investment portfolios listed above (each a “Fund” and, collectively, the “Funds”). This SAI is not a prospectus, and should be read only in conjunction with the prospectus for the Funds (the “Prospectus”). The Prospectus is dated November 23, 2011. The financial statements for the Funds, including the notes thereto, dated July 31, 2011, are incorporated by reference into this SAI from the annual reports of the Funds. To receive a copy of the Prospectus, you may write the Trust at Fifth Third Funds, 38 Fountain Square Plaza, Cincinnati, Ohio 45263 or call toll-free (800) 282-5706.

TABLE OF CONTENTS

THE “MONEY MARKET FUNDS”:

Fifth Third Prime Money Market Fund (“Prime Money Market Fund”)
Fifth Third Institutional Money Market Fund (“Institutional Money Market Fund”)
Fifth Third Institutional Government Money Market Fund (“Institutional Government Money Market Fund”)
Fifth Third U.S. Treasury Money Market Fund (“U.S. Treasury Money Market Fund”)

Each Fund is an “open-end” management investment company and, each is a “diversified” investment company, as those terms are defined in the Investment Company Act of 1940, as amended (the “1940 Act”). Among other things, a diversified Fund must, with respect to 75% of its total assets, not invest more than 5% of its total assets in any one issuer.

Shares have no subscription or preemptive rights and only such conversion or exchange rights as the Board of Trustees (“Trustees”) may grant in its discretion. When issued for payment as described in the Prospectuses and this SAI, the Fifth Third Funds’ shares will be fully paid and non-assessable. In the event of a liquidation or dissolution of the Fifth Third Funds, shareholders of a Fund are entitled to receive the assets available for distribution belonging to that Fund, and a proportionate distribution, based upon the relative asset values of the respective Funds, of any general assets not belonging to any particular Fund which are available for distribution.

against decreases in value resulting from market factors such as an anticipated increase in interest rates, to create investment exposure, or when such investment is more efficient, liquid or cost-effective than investing directly in the futures contract or the underlying securities or when such futures contracts or securities are unavailable for investment upon favorable terms.

Unlike entering directly into a futures contract, which requires the purchaser to buy a financial instrument on a set date at a specified price, the purchase of a put option on a futures contract entitles (but does not obligate) its purchaser to decide on or before a future date whether to assume a short position at the specified price. Generally, if the hedged portfolio securities decrease in value during the term of an option, the related futures contracts will also decrease in value and the option will increase in value. In such an event, a Fund will normally close out its option by selling an identical option. If the hedge is successful, the proceeds received by a Fund upon the sale of the second option will be large enough to offset both the premium paid by a Fund for the original option plus the realized decrease in value of the hedged securities.

Alternatively, a Fund may exercise its put option to close out the position. To do so, it would simultaneously enter into a futures contract of the type underlying the option (for a price less than the strike price of the option) and exercise the option. A Fund would then deliver the futures contract in return for payment of the strike price. If a Fund neither closes out nor exercises an option, the option will expire on the date provided in the option contract, and only the premium paid for the contract will be lost.

A Fund may write listed put options on financial futures contracts to hedge its portfolio or when such investment is more efficient, liquid or cost-effective than investing directly in the futures contract or the underlying securities or when such futures contracts or securities are unavailable for investment upon favorable terms. When a Fund writes a put option on a futures contract, it receives a premium for undertaking the obligation to assume a long futures position (buying a futures contract) at a fixed price at any time during the life of the option.

Call Options on Financial Futures Contracts. The Funds may write listed call options or OTC call options on futures contracts, to hedge their portfolios against an increase in market interest rates, to create investment exposure, or when such investment is more efficient, liquid or cost-effective than investing directly in the futures contract or the underlying securities or when such futures contracts or securities are unavailable for investment upon favorable terms. When a Fund writes a call option on a futures contract, it is undertaking the obligation of assuming a short futures position (selling a futures contract) at the fixed strike price at any time during the life of the option if the option is exercised. As market interest rates rise and cause the price of futures to decrease, a Fund’s obligation under a call option on a future (to sell a futures contract) costs less to fulfill, causing the value of a Fund’s call option position to increase. In other words, as the underlying future’s price goes down below the strike price, the buyer of the option has no reason to exercise the call, so that a Fund keeps the premium received for the option. This premium can help substantially offset the drop in value of a Fund’s portfolio securities.

Prior to the expiration of a call written by a Fund, or exercise of it by the buyer, a Fund may close out the option by buying an identical option. If the hedge is successful, the cost of the

second option will be less than the premium received by a Fund for the initial option. The net premium income of a Fund will then substantially offset the realized decrease in value of the hedged securities.

A Fund may buy listed call options on financial futures contracts to hedge its portfolio. When the Fund purchases a call option on a futures contract, it is purchasing the right (not the obligation) to assume a long futures position (buy a futures contract) at a fixed price at any time during the life of the option.

Limitation on Open Futures Positions. No Fund will maintain open positions in futures contracts it has sold or options it has written on futures contracts if, in the aggregate, the value of the open positions (marked to market) exceeds the current market value of its securities portfolio plus or minus the unrealized gain or loss on those open positions, adjusted for the correlation of volatility between the securities or securities index underlying the futures contract and the futures contracts. If a Fund exceeds this limitation at any time, it will take prompt action to close out a sufficient number of open contracts to bring its open futures and options positions within this limitation.

“Margin” in Futures Transactions. Unlike the purchase or sale of a security, the Funds do not pay or receive money upon the purchase or sale of a futures contract. Rather, the Funds are required to deposit an amount of “initial margin” in cash, securities or U.S. Treasury bills with its custodian (or the broker, if legally permitted). The nature of initial margin in futures transactions is different from that of margin in securities transactions in that a futures contract’s initial margin does not involve the borrowing by a Fund to finance the transactions. Initial margin is in the nature of a performance bond or good faith deposit on the contract which is returned to a Fund upon termination of the futures contract, assuming all contractual obligations have been satisfied.

A futures contract held by a Fund is valued daily at the official settlement price of the exchange on which it is traded. Each day a Fund pays or receives cash, called “variation margin”, equal to the daily change in value of the futures contract. This process is known as “marking to market.” Variation margin does not represent a borrowing or loan by a Fund but is instead settlement between a Fund and the broker of the amount one would owe the other if the futures contract expired. In computing its daily NAV, a Fund will mark to market its open futures positions. The Funds are also required to deposit and maintain margin when they write call options on futures contracts.

Purchasing Put Options on Portfolio Securities. The Funds may purchase put options on portfolio securities to protect against price movements in particular securities in their respective portfolios. A put option gives a Fund, in return for a premium, the right to sell the underlying security to the writer (seller) at a specified price during the term of the option.

Writing Covered Call Options on Portfolio Securities. The Funds may also write covered call options to generate income. As the writer of a call option, a Fund has the obligation, upon exercise of the option during the option period, to deliver the underlying security upon payment of the exercise price. A Fund may sell call options either on securities held in its portfolio or on securities which it has the right to obtain without payment of further

consideration (or securities for which it has segregated cash in the amount of any additional consideration).

Over-the-Counter Options. The Funds may purchase and write OTC options on portfolio securities in negotiated transactions with the buyers or writers of the options for those options on portfolio securities held by a Fund and not traded on an exchange.

Structured Investments. Structured investments are derivatives in the form of a unit or units representing an undivided interest(s) in assets held in a trust that is not an investment company as defined in the 1940 Act. A trust unit pays a return based on the total return of securities and other investments held by the trust and the trust may enter into one or more swaps to achieve its objective. For example, a trust may purchase a basket of securities and agree to exchange the return generated by those securities for the return generated by another basket or index of securities. The Funds will purchase structured investments in trusts that engage in such swaps only where the counterparties are approved by the Adviser or Subadviser, as applicable.

Structured Notes. The Funds may invest in structured notes. Structured notes are derivatives where the amount of principal repayment and/or interest payments is based upon the movement of one or more factors. These factors include, but are not limited to, currency exchange rates, interest rates (such as the prime lending rate and LIBOR) and stock indices such as the S&P 500 Index. In some cases, the impact of the movements of these factors may increase or decrease through the use of multipliers or deflators. The use of structured notes allows the Fund to tailor its investments to the specific risks and returns the Adviser or Subadviser, as applicable, wishes to accept while reducing or avoiding certain other risks.

Swap Agreements . The Funds may enter into equity index or interest rate swap agreements for purposes of attempting to gain exposure to the stocks making up an index of securities in a market without actually purchasing those stocks, or to hedge a position. Swap agreements are two-party contracts entered into primarily by institutional investors for periods ranging from a day to more than one year. In a standard “swap” transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments. The gross returns to be exchanged or “swapped” between the parties are calculated with respect to a “notional amount,” i.e., the return on or increase in value of a particular dollar amount invested in a “basket” of securities representing a particular index. Forms of swap agreements include interest rate caps, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates fall below a specified level, or “floor;” and interest rate dollars, under which a party sells a cap and purchases a floor, or vice versa, in an attempt to protect itself against interest rate movements exceeding given minimum or maximum levels. A credit default swap is a specific kind of counterparty agreement designed to transfer the third party credit risk between parties. One party in the swap is a lender and faces credit risk from a third party and the counterparty in the credit default swap agrees to insure this risk in exchange for regular periodic payments (essentially an insurance premium). If the third party defaults, the party providing insurance will have to purchase from the insured party the defaulted asset.

Most swap agreements entered into by the Funds calculate the obligations of the parties to the agreement on a “net basis.” Consequently, a Fund’s current obligations (or rights) under a swap agreement will generally be equal only to the net amount to be paid or received under the agreement based on the relative values of the positions held by each party to the agreement (the “net amount”).

A Fund’s current obligations under a swap agreement will be accrued daily (offset against any amounts owing to the Fund) and any accrued but unpaid net amounts owed to a swap counterparty will be covered by segregating assets determined to be liquid. Obligations under swap agreements so covered will not be construed to be “senior securities” for purposes of a Fund’s investment restriction concerning senior securities. Because they are two party contracts and because they may have terms of greater than seven days, swap agreements may be considered to be illiquid for a Fund’s illiquid investment limitations. A Fund will not enter into any swap agreement unless the Adviser or Subadviser, as applicable, believes that the other party to the transaction is creditworthy. A Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty.

Each Fund may enter into swap agreements to invest in a market without owning or taking physical custody of securities in circumstances in which direct investment is restricted for legal reasons or is otherwise impracticable. The counterparty to any swap agreement will typically be a bank, investment banking firm or broker/dealer. The counterparty will generally agree to pay the Fund the amount, if any, by which the notional amount of the swap agreement would have increased in value had it been invested in the particular stocks, plus the dividends that would have been received on those stocks. The Fund will agree to pay to the counterparty a floating rate of interest on the notional amount of the swap agreement plus the amount, if any, by which the notional amount would have decreased in value had it been invested in such stocks. Therefore, the return to the Fund on any swap agreement should be the gain or loss on the notional amount plus dividends on the stocks less the interest paid by the Fund on the notional amount.

Swap agreements are typically settled on a net basis, which means that the two payment streams are netted out, with the Fund receiving or paying, as the case may be, only the net amount of the two payments. Payments may be made at the conclusion of a swap agreement or periodically during its term. Swap agreements do not involve the delivery of securities or other underlying assets. Accordingly, the risk of loss with respect to swap agreements is limited to the net amount of payments that a Fund is contractually obligated to make. If the counterparty to a swap agreement defaults, a Fund’s risk of loss consists of the net amount of payments that such Fund is contractually entitled to receive, if any. The net amount of the excess, if any, of a Fund’s obligations over its entitlements with respect to each equity swap will be accrued on a daily basis and an amount of cash or liquid assets, having an aggregate NAV at least equal to such accrued excess will be maintained in a segregated account by a Fund’s custodian. In as much as these transactions are entered into for hedging purposes or are offset by segregated cash of liquid assets, as permitted by applicable law, the Funds and the Adviser or Subadviser, as appropriate, believe that these transactions do not constitute senior securities under the 1940 Act and, accordingly, will not treat them as being subject to a Fund’s borrowing restrictions.

The swap market has grown substantially in recent years with a large number of banks and investment banking firms acting both as principals and as agents utilizing standardized swap documentation. As a result, the swap market has become relatively liquid in comparison with the markets for other similar instruments, which are traded in the OTC market. The Adviser or Subadviser, as applicable, in accordance with procedures adopted by the Board of Trustees, is responsible for determining and monitoring liquidity of a particular Fund’s transactions in swap agreements.

The use of equity swaps is a highly specialized activity, which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions.

Collateralized Mortgage Obligations (“CMOS”). The Funds may invest in CMOs. Privately issued CMOs generally represent an ownership interest in a pool of federal agency mortgage pass-through securities such as those issued by the Government National Mortgage Association, Federal National Mortgage Association or Federal Home Loan Mortgage Corporation. The terms and characteristics of the mortgage instruments may vary among pass-through mortgage loan pools.

The market for such CMOs has expanded considerably since its inception. The size of the primary issuance market and the active participation in the secondary market by securities dealers and other investors make government-related pools highly liquid.

Certain debt securities such as, but not limited to, mortgage-related securities, CMOs, asset backed securities (“ABSs”) and securitized loan receivables, as well as securities subject to prepayment of principal prior to the stated maturity date, are expected to be repaid prior to their stated maturity dates. As a result, the effective maturity of these securities is expected to be shorter than the stated maturity. For purposes of compliance with stated maturity policies and calculation of the Bond Funds’ weighted average maturity, the effective maturity of such securities will be used.

Adjustable Rate Mortgage Securities (“ARMS”). The Funds may invest in ARMS. Generally, adjustable rate mortgages have a specified maturity date and amortize principal over their life. In periods of declining interest rates there is a reasonable likelihood that ARMS will experience increased rates of prepayment of principal. However, the major difference between ARMS and fixed-rate mortgage securities is that the interest rate can and does change in accordance with movements in a particular, pre-specified, published interest rate index. There are two main categories of indices: those based on U.S. Treasury obligations and those derived from a calculated measure, such as a cost of funds index or a moving average of mortgage rates. The amount of interest on an adjustable rate mortgage is calculated by adding a specified amount to the applicable index, subject to limitations on the maximum and minimum interest that is charged during the life of the mortgage or to maximum and minimum changes to that interest rate during a given period.

The underlying mortgages which collateralize the ARMS will frequently have caps and floors which limit the maximum amount by which the loan rate to the residential borrower may change up or down (1) per reset or adjustment interval and (2) over the life of the loan. Some

residential mortgage loans restrict periodic adjustments by limiting changes in the borrower’s monthly principal and interest payments rather than limiting interest rate changes. These payment caps may result in negative amortization. The value of mortgage-related securities in which a Fund invests may be affected if market interest rates rise or fall faster and farther than the allowable caps or floors on the underlying residential mortgage loans. Additionally, even though the interest rates on the underlying residential mortgages are adjustable, amortization and prepayments may occur, thereby causing the effective maturities of the mortgage-related securities in which the Fund invests to be shorter than the maturities stated in the underlying mortgages.

Foreign Currency Transactions. The Funds may engage in foreign currency transactions. In addition, the Strategic Income Fund, the Total Return Bond Fund and the Short-Term Bond Fund may invest in foreign government debt.

Currency Risks. The exchange rates between the U.S. dollar and foreign currencies are a function of such factors as supply and demand in the currency exchange markets, international balances of payments, governmental intervention, speculation and other economic and political conditions. Although the Funds value their assets daily in U.S. dollars, they may not convert their holdings of foreign currencies to U.S. dollars daily. The Funds may incur conversion costs when they convert their holdings to another currency. Foreign exchange dealers may realize a profit on the difference between the price at which the Funds buy and sell currencies.

The Funds may engage in foreign currency exchange transactions in connection with their portfolio investments. The Funds will conduct their foreign currency exchange transactions either on a spot (i.e., cash) basis at the spot rate prevailing in the foreign currency exchange market or through forward contracts to purchase or sell foreign currencies.

Forward Foreign Currency Exchange Contracts. The Funds may enter into forward foreign currency exchange contracts in order to protect against a possible loss resulting from an adverse change in the relationship between the U.S. dollar and a foreign currency involved in an underlying transaction. However, forward foreign currency exchange contracts may limit potential gains which could result from a positive change in such currency relationships. Each of the Adviser or Subadviser, as applicable, believes that it is important to have the flexibility to enter into forward foreign currency exchange contracts whenever it determines that it is in each of the Funds’ best interest to do so. The Funds may also enter into forward foreign currency exchange contracts to gain exposure to currencies underlying various securities or financial instruments held in the respective Fund.

In addition, the Funds may be permitted to engage in cross-hedging. Cross-hedging involves the use of forward contracts to shift currency exposure from one non-U.S. dollar currency to another non-U.S. dollar currency. An example would be where the Fund were overweight securities denominated in Sterling and the portfolio manager wished to bring that segment’s currency weighting back within the parameters of the index. In this case, the portfolio manager would sell Sterling and buy the Euro using forward contracts. Cross-hedging will only be done relative to an established index and will not exceed 50% of a Fund’s net assets.

Currency hedging may also be accomplished through “proxy hedging,” which is defined as entering into a position in one currency to hedge investments denominated in another currency, where two currencies are economically linked or otherwise correlated.

Foreign Currency Options. The Funds may engage in foreign currency options, and the funds in which they invest may engage in foreign currency options. A foreign currency option provides the option buyer with the right to buy or sell a stated amount of foreign currency at the exercise price on a specified date or during the option period. The owner of a call option has the right, but not the obligation, to buy the currency. Conversely, the owner of a put option has the right, but not the obligation, to sell the currency.

When the option is exercised, the seller (i.e., writer) of the option is obligated to fulfill the terms of the sold option. However, either the seller or the buyer may, in the secondary market, close its position during the option period at any time prior to expiration. A call option on foreign currency generally rises in value if the underlying currency appreciates in value, and a put option on foreign currency generally rises in value if the underlying currency depreciates in value. Although purchasing a foreign currency option can protect the Funds against an adverse movement in the value of a foreign currency, the option will not limit the movement in the value of such currency. For example, if a Fund were holding securities denominated in a foreign currency that was appreciating and had purchased a foreign currency put to hedge against a decline in the value of the currency, it would not have to exercise its put option. Likewise, if a Fund were to enter into a contract to purchase a security denominated in foreign currency and, in conjunction with that purchase, were to purchase a foreign currency call option to hedge against a rise in value of the currency, and if the value of the currency instead depreciated between the date of purchase and the settlement date, it would not have to exercise its call. Instead, it could acquire in the spot market the amount of foreign currency needed for settlement.

Special Risks Associated with Foreign Currency Options. Buyers and sellers of foreign currency options are subject to the same risks that apply to options generally. There are certain additional risks associated with foreign currency options. The markets in foreign currency options are relatively new, and a Fund’s ability to establish and close out positions on such options is subject to the maintenance of a liquid secondary market. Although the Funds will not purchase or write such options unless and until, in the opinion of the Adviser or Subadviser, as applicable, the market for them has developed sufficiently to ensure that the risks in connection with such options are not greater than the risks in connection with the underlying currency, there can be no assurance that a liquid secondary market will exist for a particular option at any specific time. In addition, options on foreign currencies are affected by all of those factors that influence foreign exchange rates and investments generally.

The value of a foreign currency option depends upon the value of the underlying currency relative to the U.S. dollar. As a result, the price of the option position may vary with changes in the value of either or both currencies and may have no relationship to the investment merits of a foreign security. Because foreign currency transactions occurring in the interbank market involve substantially larger amounts than those that may be involved in the use of foreign currency options, investors may be disadvantaged by having to deal in an odd lot

market (generally consisting of transactions of less than $1 million) for the underlying foreign currencies at prices that are less favorable than for round lots.

There is no systematic reporting of last sale information for foreign currencies or any regulatory requirement that quotations available through dealers or other market sources be firm or revised on a timely basis. Available quotation information is generally representative of very large transactions in the interbank market and thus may not reflect relatively smaller transactions (i.e., less than $1 million) where rates may be less favorable. The interbank market in foreign currencies is a global, around-the-clock market. To the extent that the U.S. option markets are closed while the markets for the underlying currencies remain open, significant price and rate movements may take place in the underlying markets that cannot be reflected in the options markets until they reopen.

Foreign Currency Futures Transactions. By using foreign currency futures contracts and options on such contracts, the Funds may be able to achieve many of the same objectives as they would through the use of forward foreign currency exchange contracts. The Funds may be able to achieve these objectives possibly more effectively and at a lower cost by using futures transactions instead of forward foreign currency exchange contracts.

Special Risks Associated with Foreign Currency Futures Contracts and Related Options. Buyers and sellers of foreign currency futures contracts are subject to the same risks that apply to the use of futures generally. In addition, there are risks associated with foreign currency futures contracts and their use as a hedging device similar to those associated with options on currencies, as described above.

Options on foreign currency futures contracts may involve certain additional risks. Trading options on foreign currency futures contracts is relatively new. The ability to establish and close out positions on such options is subject to the maintenance of a liquid secondary market. To reduce this risk, the Funds will not purchase or write options on foreign currency futures contracts unless and until, in the opinion of the Adviser or Subadviser, as applicable, the market for such options has developed sufficiently that the risks in connection with such options are not greater than the risks in connection with transactions in the underlying foreign currency futures contracts. Compared to the purchase or sale of foreign currency futures contracts, the purchase of call or put options on futures contracts involves less potential risk to the Funds because the maximum amount at risk is the premium paid for the option (plus transaction costs). However, there may be circumstances when the purchase of a call or put option on a futures contract would result in a loss, such as when there is no movement in the price of the underlying currency or futures contract.

Guaranteed Investment Contracts. The Funds may make limited investments in guaranteed investment contracts (“GICs”) issued by highly rated U.S. insurance companies. Under a GIC, the Fund gives cash to an insurance company which credits the Fund with the amount given plus interest based on a certain index, which interest is guaranteed to be not less than a certain minimum rate. A GIC is normally a general obligation of the issuing insurance company and not a separate account. The purchase price paid for a GIC becomes part of the general assets of the insurance company, and the contract is paid from the insurance company’s general assets. The Funds will only purchase GICs from insurance companies which, at the time

of purchase, have total assets of $1 billion or more and meet quality and credit standards established by the Adviser pursuant to guidelines approved by the Board of Trustees. Generally, GICs are not assignable or transferable without the permission of the issuing insurance companies, and an active secondary market in GICs does not currently exist. Therefore, GICs will normally be considered illiquid investments, and will be subject to a Fund’s limitation on illiquid investments.

Lending of Portfolio Securities. The Funds (except for the Money Market Funds) may lend portfolio securities. The collateral received when a Fund lends portfolio securities must be valued daily and, should the market value of the loaned securities increase, the borrower must furnish additional collateral to the Fund. During the time portfolio securities are on loan, the borrower pays the Fund any dividends or interest paid on such securities. Loans are subject to termination at the option of a Fund or the borrower. A Fund may pay reasonable administrative and custodial fees in connection with a loan and may pay a negotiated portion of the interest earned on the cash or equivalent collateral to the borrower or placing broker. A Fund would not have the right to vote securities on loan, but would terminate the loan and regain the right to vote if that were considered important with respect to the investment.

Loan Participation Notes. The Funds may purchase loan participation notes. A loan participation note represents participation in a corporate loan of a commercial bank with a remaining maturity of one year or less. Such loans must be to corporations in whose obligations the Funds may invest. Any participation purchased by a Fund must be issued by a bank in the United States with total assets exceeding $1 billion. Because the issuing bank does not guarantee the participation in any way, the participation is subject to the credit risks generally associated with the underlying corporate borrower. In addition, because it may be necessary under the terms of the loan participation for a Fund to assert through the issuing bank such rights as may exist against the corporate borrower if the underlying corporate borrower fails to pay principal and interest when due, a Fund may be subject to delays, expenses and risks that are greater than those that would have been involved if the Fund had purchased a direct obligation of such borrower. Moreover, under the terms of the loan participation a Fund may be regarded as a creditor of the issuing bank (rather than the underlying corporate borrower), so that the Fund may also be subject to the risk that the issuing bank may become insolvent. The secondary market, if any, for loan participations is extremely limited and any such participation purchased by a Fund may be regarded as illiquid.

Lower-Rated and Unrated Securities. The Funds may invest in higher yielding (and, therefore, higher risk), lower-rated fixed-income securities, including investment-grade securities, junk bonds and unrated securities. Securities rated in the fourth highest category by S&P or Moody’s, BBB and Baa, respectively, although considered investment grade, may possess speculative characteristics, and changes in economic or other conditions are more likely to impair the ability of issuers of these securities to make interest and principal payments than with respect to issuers of higher grade bonds.

Generally, medium or lower-rated securities and unrated securities of comparable quality, sometimes referred to as “junk bonds,” offer a higher current yield than is offered by higher rated securities, but also (i) will likely have some quality and protective characteristics that, in the judgment of the rating organizations, are outweighed by large uncertainties or major

risk exposures to adverse conditions and (ii) are predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal in accordance with the terms of the obligation. The yield of junk bonds will fluctuate over time.

Special Risks Associated with Lower-Rated And Unrated Securities. The market values of certain of these securities also tend to be more sensitive to individual corporate developments and changes in economic conditions than higher quality bonds. In addition, medium and lower-rated securities and comparable unrated securities generally present a higher degree of credit risk. The risk of loss due to default by these issuers is significantly greater because medium and lower-rated securities and unrated securities of comparable quality generally are unsecured and frequently are subordinated to the prior payment of senior indebtedness. Since the risk of default is higher for lower-rated debt securities, the Adviser’s or Subadviser’s, as appropriate, research and credit analysis are an especially important part of managing securities of this type held by a Fund. In light of these risks, the Adviser or Subadviser, in evaluating the creditworthiness of an issue, whether rated or unrated, will take various factors into consideration, which may include, as applicable, the issuer’s financial resources, its sensitivity to economic conditions and trends, the operating history of and the community support for the facility financed by the issue, the ability of the issuer’s management and regulatory matters.

In addition, the market value of securities in lower-rated categories is more volatile than that of higher quality securities, and the markets in which medium and lower-rated or unrated securities are traded are more limited than those in which higher rated securities are traded. The existence of limited markets may make it more difficult for a Fund to obtain accurate market quotations for purposes of valuing its portfolio and calculating its NAV. Moreover, the lack of a liquid trading market may restrict the availability of securities for a Fund to purchase and may also have the effect of limiting the ability of the Fund to sell securities at their fair value either to meet redemption requests or to respond to changes in the economy or the financial markets.

Lower-rated debt obligations also present risks based on payment expectations. If an issuer calls the obligation for redemption, a Fund may have to replace the security with a lower yielding security, resulting in a decreased return for shareholders. Also, as the principal value of bonds moves inversely with movements in interest rates, in the event of rising interest rates the value of the securities held by the Funds may decline relatively proportionately more than a portfolio consisting of higher rated securities. If a Fund experiences unexpected net redemptions, it may be forced to sell its higher rated bonds, resulting in a decline in the overall credit quality of the securities held by the Fund and increasing the exposure of the Fund to the risks of lower-rated securities.

Subsequent to its purchase by a Fund, a security may cease to be rated or its rating may be reduced below the minimum required for purchase by that Fund. Neither event will require sale of the security by the Fund, but the Adviser or Subadviser, as appropriate, will consider this event in its determination of whether the Fund should continue to hold the security.

The market for lower-rated debt securities may be thinner and less active than that for higher rated debt securities, which can adversely affect the prices at which the former are sold. If market quotations are not available, lower-rated debt securities will be valued in accordance

with procedures established by the Board of Trustees, including the use of outside pricing services. Judgment plays a greater role in valuing high yield corporate debt securities than is the case for securities for which more external sources for quotations and last sale information is available. Adverse publicity and changing investor perception may affect the ability of outside pricing services to value lower-rated debt securities and the ability to dispose of these securities.

A Fund may choose, at its expense or in conjunction with others, to pursue litigation or otherwise exercise its rights as a security holder to seek to protect the interest of security holders if it determines this to be in the best interest of the Fund.

In considering investments for the Strategic Income Fund and High Yield Bond Fund, the Adviser and Subadviser, respectively, will attempt to identify those issuers of high yielding debt securities whose financial condition is adequate to meet future obligations, has improved or is expected to improve in the future. The Adviser’s or Subadviser’s analysis will focus on relative values based on such factors as interest or dividend coverage, asset coverage, earnings prospects and the experience and managerial strength of the issuer.

Although not a principal investment strategy, up to 5% of the Quality Growth Fund’s total assets may be represented by higher yielding (and, therefore, higher risk), lower-rated fixed-income securities, including investment-grade securities, junk bonds and unrated securities.

Master Limited Partnerships. Master limited partnerships (“MLPs”) are limited partnerships in which ownership units are publicly traded. MLPs often own or own interests in properties or businesses that are related to oil and gas industries, including pipelines, although MLPs may invest in other types of industries, or in credit-related investments. Generally, an MLP is operated under the supervision of one or more managing general partners. Limited partners (like a Fund that invests in an MLP) are not involved in the day-to-day management of the partnership. A Fund also may invest in companies who serve (or whose affiliates serve) as the general partner of an MLP.

Investments in MLPs are generally subject to many of the risks that apply to partnerships. For example, holders of the units of MLPs may have limited control and limited voting rights on matters affecting the partnership. There may be fewer corporate protections afforded investors in an MLP than investors in a corporation. Conflicts of interest may exist among unit holders, subordinated unit holders and the general partner of an MLP, including those arising from incentive distribution payments. MLPs that concentrate in a particular industry or region are subject to risks associated with such industry or region. MLPs holding credit-related investments are subject to interest rate risk and the risk of default on payment obligations by debt issuers. Investments held by MLPs may be illiquid. MLP units may trade infrequently and in limited volume, and they may be subject to more abrupt or erratic price movements than securities of larger or more broadly based companies.

The Funds may also hold investments in limited liability companies that have many of the same characteristics and are subject to many of the same risks as MLPs. Distributions attributable to gain from the sale of MLPs may be taxed as ordinary income for federal income tax purposes.

Money Market Instruments. The Funds may invest in money market instruments, which are high quality, short-term fixed income securities that adhere to the guidelines (i.e., liquidity, maturity and credit quality) set forth by Securities and Exchange Commission (“SEC”) Rule 2a-7 under the 1940 Act, which governs the allowable investments purchased by money market funds.

Municipal Leases. The Funds may purchase municipal securities in the form of participation interests which represent undivided proportional interests in lease payments by a governmental or non-profit entity. The lease payments and other rights under the lease provide for and secure the payments on the certificates. Lease obligations may be limited by municipal charter or the nature of the appropriation for the lease. In particular, lease obligations may be subject to periodic appropriation. If the entity does not appropriate funds for future lease payments, the entity cannot be compelled to make such payments. Furthermore, a lease may provide that the certificate trustee cannot accelerate lease obligations upon default. The trustee would only be able to enforce lease payments as they become due. In the event of a default or failure of appropriation, it is unlikely that the trustee would be able to obtain an acceptable substitute source of payment. In determining the liquidity of municipal lease securities, the Adviser, in accordance with procedures adopted by the Trustees, will base its determination on the following factors: (1) the frequency of trades and quotes for the security; (2) the number of dealers recently willing to purchase or sell the security and the number of other potential purchasers; (3) dealer undertakings to make a market in the security; (4) the nature of the security and the nature of the market for the security (i.e., the time needed to dispose of the security, the method of soliciting offers, and the mechanics of transfer); and (5) the general credit quality of the municipality, including: (a) whether the lease can be cancelled; (b) whether the assets represented by the lease can be sold; (c) the strength of the lessee’s general credit; (d) the likelihood that the municipality will discontinue appropriating funding for the leased property because the property is no longer deemed essential to the operations of the municipality; and (e) the legal recourse in the event of a failure to appropriate.

Municipal Securities. The Funds may invest in municipal securities of any state which have the characteristics set forth in the Prospectus of that Fund. Examples of municipal securities are (a) governmental lease certificates of participation issued by state or municipal authorities where payment is secured by installment payments for equipment, buildings, or other facilities being leased by the state or municipality; (b) municipal notes; (c) serial bonds; (d) tax anticipation notes sold to finance working capital needs of municipalities in anticipation of receiving taxes at a later date; (e) bond anticipation notes sold in anticipation of the issuance of long-term bonds in the future; (f) pre-refunded municipal bonds whose timely payment of interest and principal is ensured by an escrow of U.S. government obligations; and (g) general obligation bonds.

Variable Rate Municipal Securities. The Funds may invest in variable rate municipal securities. Variable interest rates generally reduce changes in the market value of municipal securities from their original purchase prices. Accordingly, as interest rates decrease or increase, the potential for capital appreciation or depreciation is less for variable rate municipal securities than for fixed income obligations. Many municipal securities with variable interest rates purchased by the Funds are subject to repayment of principal (usually within seven days) on

the Funds’ demand. The terms of these variable-rate demand instruments require payment of principal and accrued interest from the issuer of the municipal obligations, the issuer of the participation interests, or a guarantor of either issuer.

Participation Interests. The Funds may invest in participation interests. Participation interests include the underlying securities and any related guaranty, letter of credit, or collateralization arrangement which a Fund would be allowed to invest in directly. The financial institutions from which the Funds may purchase participation interests frequently provide or secure from another financial institution irrevocable letters of credit or guarantees and give these Funds the right to demand payment of the principal amounts of the participation interests plus accrued interest on short notice (usually within seven days).

Real Estate Investment Trusts. The Funds (other than the Money Market Funds) may invest in real estate investment trusts (“REITs”), which are pooled investment vehicles investing primarily in income producing real estate or real estate loans or interest. The Funds’ investments in REITs are subject to the same risks as direct investments in real estate. Real estate values rise and fall in response to many factors, including local, regional and national economic conditions, the demand for rental property, and interest rates. When economic growth is slowing, demand for property decreases and prices may fall. Rising interest rates, which drive up mortgage and financing costs, can inhibit construction, purchases, and sales of property. Property values could decrease because of overbuilding, extended vacancies, increase in property taxes and operating expenses, zoning laws, environmental regulations, clean-up of and liability for environmental hazards, uninsured casualty or condemnation losses, or a general decline in neighborhood values. The Fund’s investment may decline in response to declines in property values or other adverse changes to the real estate market. In addition, REITs may have limited financial resources, may trade less frequently and in limited volume and may be more volatile than other securities.

Repurchase Agreements. A Fund may enter into repurchase agreements. A repurchase agreement is an agreement whereby a Fund takes possession of securities from another party in exchange for cash and agrees to sell the security back to the party at a specified time and price. To the extent that the original seller does not repurchase the securities from a Fund, the Fund could receive less than the repurchase price on any sale of such securities. In the event that such a defaulting seller filed for bankruptcy or became insolvent, disposition of such securities by a Fund might be delayed pending court action. A Fund will only enter into repurchase agreements with banks and other recognized financial institutions such as broker/dealers which are deemed by the Adviser or Subadviser, as applicable, to be creditworthy.

Restricted and Illiquid Securities. A Fund may invest in securities issued in reliance on the exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “1933 Act”). Section 4(2) securities are restricted as to disposition under the federal securities laws and are generally sold to institutional investors, such as the Funds, who agree that they are purchasing such securities for investment purposes and not with a view to public distributions. Any resale by the purchaser must be in an exempt transaction. Section 4(2) securities are normally resold to other institutional investors like the Funds through or with the assistance of the issuer or investment dealers who make a market in such securities, thus providing liquidity. The Funds believe that Section 4(2) securities and possibly certain other

restricted securities which meet the criteria for liquidity established in accordance with procedures adopted by the Trustees are quite liquid. The Funds intend, therefore, to treat the restricted securities which meet the criteria for liquidity in accordance with such procedures, including Section 4(2) securities, as determined by the Adviser or Subadviser, as applicable, as liquid and not subject to the investment limitation applicable to illiquid securities.

The ability to determine the liquidity of certain restricted securities is permitted under the SEC staff position set forth in the adopting release for Rule 144A under the 1933 Act (the “Rule”). The Rule is a non-exclusive safe harbor for certain secondary market transactions involving securities subject to restrictions on resale under federal securities laws. The Rule provides an exemption from registration for resales of otherwise restricted securities to qualified institutional buyers. The Rule was expected to further enhance the liquidity of the secondary market for securities eligible for resale under the Rule. The determination of the liquidity of restricted securities is made by the Adviser or Subadviser, as appropriate, in accordance with procedures adopted by the Trustees. The following criteria, among others, are considered in determining the liquidity of certain restricted securities: the frequency of trades and quotes for the security; the number of dealers willing to purchase or sell the security and the number of other potential buyers; dealer undertakings to make a market in the security; and the nature of the security and the nature of the marketplace trades.

Reverse Repurchase Agreements. Except as provided above, the Funds may also enter into reverse repurchase agreements. These transactions are similar to borrowing cash. In a reverse repurchase agreement, a Fund transfers possession of a portfolio instrument to another person, such as a financial institution, broker, or dealer, in return for a percentage of the instrument’s market value in cash and agrees that on a stipulated date in the future it will repurchase the portfolio instrument by remitting the original consideration plus interest at an agreed upon rate. The use of reverse repurchase agreements may enable a Fund to avoid selling portfolio instruments at a time when a sale may be deemed to be disadvantageous, but the ability to enter into reverse repurchase agreements does not ensure that a Fund will be able to avoid selling portfolio instruments at a disadvantageous time.

When effecting reverse repurchase agreements, liquid assets of a Fund, in a dollar amount sufficient to make payment for the obligations to be purchased, are segregated on a Fund’s records at the trade date. These securities are marked to market daily and maintained until the transaction is settled.

Stand-By Commitments. The Funds may enter into stand-by commitments with respect to municipal obligations held by them. Under a stand-by commitment, a dealer agrees to purchase at a Fund’s option a specified municipal obligation at its amortized cost value to the Fund plus accrued interest, if any. Stand-by commitments may be exercisable by a Fund at any time before the maturity of the underlying municipal obligations and may be sold, transferred or assigned only with the instruments involved.

The Funds expect that stand-by commitments will generally be available without the payment of any direct or indirect consideration. However, if necessary or advisable, the Funds may pay for a stand-by commitment either separately in cash or by paying a higher price for

municipal obligations which are acquired subject to the commitment (thus reducing the yield to maturity otherwise available for the same securities).

The Funds intend to enter into stand-by commitments only with dealers, banks and broker-dealers which, in the Adviser’s opinion, present minimal credit risks. The Funds will acquire stand-by commitments solely to facilitate portfolio liquidity and do not intend to exercise their rights thereunder for trading purposes. Stand-by commitments will be valued at zero in determining the NAV of a Fund. Accordingly, where a Fund pays directly or indirectly for a stand-by commitment, its cost will be reflected as unrealized depreciation for the period during which the commitment is held by the Fund and will be reflected in realized gain or loss when the commitment is exercised or expires.

Stripped Obligations. The Funds may purchase U.S. Treasury Obligations and their unmatured interest coupons that have been separated (“stripped”) by their holder, typically a custodian bank or other institution. These “stripped” U.S. Treasury obligations are offered under the Separate Trading of Registered Interest and Principal Securities (“STRIPS”) program or Coupon Under Bank-Entry Safekeeping (“CUBES”) program. The Funds may also purchase other stripped securities issued directly by agencies or instrumentalities of the U.S. government. STRIPS and CUBES represent either future interest or principal payments and are direct obligations of the U.S. government that clear through the Federal Reserve System. These participations, which may be issued by the U.S. government (or a U.S. government agency or instrumentality) or by private issuers such as banks and other institutions, are issued at a discount to their face value, and may, with respect to the Bond Funds, include stripped mortgage-backed securities (“SMBS”). Stripped securities, particularly SMBS, may exhibit greater price volatility than ordinary debt securities because of the manner in which their principal and interest are returned to investors. The Funds also may purchase U.S. dollar-denominated stripped securities that evidence ownership in the future interest payments or principal payments on obligations of foreign governments.

SMBS are usually structured with two or more classes that receive different proportions of the interest and principal distributions from a pool of mortgage-backed obligations. A common type of SMBS will have one class receiving all of the interest, while the other class receives all of the principal. However, in some cases, one class will receive some of the interest and most of the principal while the other class will receive most of the interest and the remainder of the principal. If the underlying obligations experience greater than anticipated prepayments of principal, a Fund may fail to fully recoup its initial investment. The market value of the class consisting entirely of principal payments can be extremely volatile in response to changes in interest rates. The yields on a class of SMBS that receives all or most of the interest are generally higher than prevailing market yields on other mortgage-backed obligations because their cash flow patterns are also volatile and there is a greater risk that the initial investment will not be fully recouped.

SMBS which are not issued by the U.S. government (or a U.S. government agency or instrumentality) are considered illiquid. SMBS issued by the U.S. government (or a U.S. government agency or instrumentality) may be considered liquid under guidelines established by the Trust’s Board of Trustees.

Within the past several years, the Treasury Department has facilitated transfers of ownership of stripped securities by accounting separately for the beneficial ownership of particular interest coupon and principal payments on Treasury securities through the Federal Reserve book-entry record-keeping system and the STRIPS program. Under the STRIPS program, the Funds will be able to have their beneficial ownership of stripped securities recorded directly in the book-entry record-keeping system in lieu of having to hold certificates or other evidences of ownership of the underlying U.S. Treasury securities.

In addition, the Funds may acquire other U.S. government obligations and their unmatured interest coupons that have been stripped by their holder. Having separated the interest coupons from the underlying principal of the U.S. government obligations, the holder will resell the stripped securities in custodial receipt programs with a number of different names, including “Treasury Income Growth Receipts” (“TIGRs”) and “Certificate of Accrual on Treasury Securities” (“CATS”). The stripped coupons are sold separately from the underlying principal, which is usually sold at a deep discount because the buyer receives only the right to receive a future fixed payment on the security and does not receive any rights to periodic interest (cash) payments. The underlying U.S. Treasury bonds and notes themselves are held in book-entry form at the Federal Reserve Bank or, in the case of bearer securities (i.e., unregistered securities which are ostensibly owned by the bearer or holder), in trust on behalf of the owners.

Although a “stripped” security may not pay interest to holders prior to maturity, federal income tax regulations require a Fund to recognize as interest income a portion of the security’s discount each year. This income must then be distributed to shareholders along with other income earned by the Fund. To the extent that any shareholders in a Fund elect to receive their dividends in cash rather than reinvest such dividends in additional Fund shares, cash to make these distributions will have to be provided from the assets of the Fund or other sources such as proceeds of sales of Fund shares and/or sales of portfolio securities. In such cases, the Fund will not be able to purchase additional income producing securities with cash used to make such distributions and its current income may ultimately be reduced as a result.

Trust Preferred Securities. Trust preferred securities are issued by a special purpose trust subsidiary backed by subordinated debt of the corporate parent. Trust preferred securities currently permit the issuing entity to treat the interest payments as a tax-deductible cost. These securities, which have no voting rights, have a final stated maturity date and a fixed schedule for periodic payments. In addition, these securities have provisions which afford preference over common and preferred stock upon liquidation, although the securities are subordinated to other, more senior debt securities of the same issuer. The issuers of these securities have the right to defer interest payments for a period of up to five years, although interest continues to accrue cumulatively. The deferral of payments may not exceed the stated maturity date of the securities themselves. The non-payment of deferred interest at the end of the permissible period will be treated as an event of default. At the present time, the Internal Revenue Service (“IRS”) treats trust preferred securities as debt.

U.S. Government Obligations. The types of U.S. government obligations in which the Funds may invest include debt securities issued or guaranteed as to principal and interest by the U.S. Treasury and obligations issued by U.S. Government-sponsored enterprises (“GSEs”),

which may be agencies or instrumentalities of the U.S. Government, the securities of which are not guaranteed as to principal and interest by the U.S. Treasury. U.S. Government securities that are guaranteed and insured by the full faith and credit of the U.S. Treasury include U.S. Treasury securities and securities issued by the Government National Mortgage Association (Ginnie Mae) and the Small Business Administration (SBA). U.S. Government securities issued by GSEs that are neither guaranteed or insured by the full faith and credit of the U.S. Treasury but which have the ability to borrow from the Treasury include Federal Home Loan Bank (FHLB), Student Loan Marketing Association (Sallie-Mae), Tennessee Valley Authority (TVA), Federal National Mortgage Association (Fannie Mae) and Federal Home Loan Mortgage Corporation (Freddie Mac). Federal Farm Credit Bank (FFCB) is a GSE that issues securities that are neither guaranteed nor insured by the full faith and credit of the U.S. Treasury and which has no ability to borrow from the Treasury. While there are different degrees of credit quality, all U.S. Government securities and securities issued by GSEs generally are considered highly credit worthy. The Student Loan Marketing Association can also issue debt as a corporation, which is not considered a U.S. Government obligation.

Variable Rate U.S. Government Securities. Some of the short-term U.S. government securities that the Funds may purchase carry variable interest rates. These securities have a rate of interest subject to adjustment at least annually. This adjusted interest rate is ordinarily tied to some objective standard, such as the 91-day U.S. Treasury bill rate. Variable interest rates will reduce the changes in the market value of such securities from their original purchase prices. Accordingly, the potential for capital appreciation or capital depreciation should not be greater than the potential for capital appreciation or capital depreciation of fixed interest rate U.S. government securities having maturities equal to the interest rate adjustment dates of the variable rate U.S. government securities.

Overseas Private Investment Corporation Certificates. The Funds may invest in Certificates of Participation issued by the Overseas Private Investment Corporation (“OPIC”). OPIC is a U.S. Government agency that sells political risk insurance and loans to help U.S. businesses invest and compete in over 140 emerging markets and developing nations worldwide. OPIC provides medium to long-term loans and guaranties to projects involving significant equity or management participation. OPIC can lend up to $250 million per project on either a project finance or a corporate finance basis in countries where conventional institutions are often unable or unwilling to lend on such a basis. OPIC issues Certificates of Participation to finance projects undertaken by U.S. companies. These certificates are guaranteed by OPIC and backed by the full faith and credit of the U.S. Government.

Warrants. The Funds may invest in warrants. Warrants are basically options to purchase common stock at a specific price (usually at a premium above the market value of the optioned common stock at issuance) valid for a specific period of time. Warrants may have a life ranging from less than a year to twenty years or may be perpetual. However, most warrants have expiration dates after which they are worthless. In addition, if the market price of the common stock does not exceed the warrant’s exercise price during the life of the warrant, the warrant will expire as worthless. Warrants have no voting rights, pay no dividends, and have no rights with respect to the assets of the corporation issuing them. The percentage increase or decrease in the market price of the warrant may tend to be greater than the percentage increase or decrease in the market price of the optioned common stock.

When-Issued and Delayed Delivery Transactions. A Fund may enter into when-issued and delayed delivery transactions. These transactions are made to secure what is considered to be an advantageous price or yield for a Fund. No fees or other expenses, other than normal transaction costs, are incurred. However, liquid assets of a Fund sufficient to make payment for the securities to be purchased are segregated on the Fund’s records at the trade date. These assets are marked-to-market daily and are maintained until the transaction has been settled. The Funds do not intend to engage in when-issued and delayed delivery transactions to an extent that would cause the segregation of more than 25% of the total value of their assets.

Temporary and Defensive Investments. A Fund (other than the Money Market Funds) may hold up to 100% of its assets in cash, short-term debt securities or other short-term instruments for temporary defensive purposes. The Short Term Bond Fund may shorten its dollar-weighted average maturity below its normal range if such action is deemed appropriate by the Adviser. The Money Market Funds may hold up to 100% of their assets in cash. A Fund will adopt a temporary defensive position when, in the opinion of the Adviser or Subadviser, as applicable, such a position is more likely to provide protection against adverse market conditions than adherence to the Fund’s other investment policies. The types of short-term instruments in which the Funds may invest for such purposes include short-term money market securities, such as repurchase agreements, and securities issued or guaranteed by the U.S. government or its agencies or instrumentalities, certificates of deposit, time deposits and bankers’ acceptances of certain qualified financial institutions and corporate commercial paper, which at the time of purchase are rated at least within the “A” major rating category by Standard & Poor’s (“S&P”) or the “Prime” major rating category by Moody’s Investors Service, Inc. (“Moody’s”), or, if not rated, issued by companies having an outstanding long-term unsecured debt issue rated at least within the “A” category by S&P or Moody’s.

Portfolio Turnover. The Funds will not attempt to set or meet portfolio turnover rates since any turnover would be incidental to transactions undertaken in an attempt to achieve the Funds’ investment objectives. The portfolio turnover rates for the Funds except the Money Market Funds for fiscal years ended July 31, 2011 and July 31, 2010 were as follows:

In April of 2010, Jon Fisher, FTAM Director of Mid Cap Growth Strategies, took over portfolio management responsibilities for the Fund. Modifications in the management philosophy have naturally resulted in a temporary increase in the portfolio turnover rate. The portfolio turnover rate is expected to normalize over the long term.

During the fiscal years ended July 31, 2010 and July 31, 2011, the quantitative management process employed by the Structured Large Cap Plus Fund resulted in slightly higher turnover rates than some fundamentally managed portfolios. The Fund is risk controlled with extensive constraint sets used in portfolio construction. Maintaining these constraints results in modestly high turnover. Furthermore a new version of the statistical stock selection model was introduced during the period which naturally results in higher turnover. Finally, the highly volatile market environment and frequent sector rotations have also resulted in higher portfolio turnover.

During the fiscal years ended July 31, 2010 and July 31, 2011, the quantitative management process employed by the International Equity Fund resulted in slightly higher turnover rates than some fundamentally managed portfolios. The Fund is risk controlled with extensive constraint sets used in portfolio construction. Maintaining these constraints results in modestly high turnover. Furthermore a new version of the statistical stock selection model was introduced during the period which naturally results in higher turnover. Finally, the highly volatile market environment and frequent sector rotations have also resulted in higher portfolio turnover.

The Funds are managed under the direction of the Board of Trustees. Subject to the provisions of the Declaration of Trust, By-laws and Massachusetts law, the Trustees have all powers necessary and desirable to carry out this responsibility, including the election and removal of Trust officers.

The Trustees and officers of the Trust, their ages, the positions they hold with the Trust, their terms of office and lengths of time served, a description of their principal occupations during the past five years, the number of portfolios in the fund complex that each Trustee oversees and any other directorships held by the Trustee are listed in the two tables immediately following. The business address, unless otherwise noted, of the persons listed below is 38 Fountain Square Plaza, Cincinnati, Ohio 45202. Fund Complex includes the portfolios of the Trust described in this SAI.

Each Trustee serves until the election and qualification of a successor, or until death, resignation, retirement or removal as provided in the Trust’s Amended and Restated Declaration of Trust. Retirement occurs on the last day of the fiscal year in which the Trustee’s 73^rd birthday occurs. The Trust’s Officers are elected annually by the Trustees.

Mr. Wirtz is an interested person of the Trust due to his employment relationship with Fifth Third Asset Management, Inc., the investment adviser for the Trust.

Audit Committee. The purposes of the Audit Committee are to oversee the Trust’s accounting and financial reporting policies and practices; to oversee the quality and objectivity of the Trust’s financial statements and the independent audit thereof; to consider the selection of an independent registered public accounting firm for the Trust and the scope of the audit; and to act as a liaison between the Trust’s independent auditors and the full Board of Trustees. Messrs. Hale, Durham, Jaymont, and Gruber serve on this Committee. For the fiscal year ended July 31, 2011, there were four meetings of the Audit Committee.

Each Compensation Committee member receives an annual retainer of $4,000 per year and a fee of $1,500 for each Compensation Committee meeting attended.

Fifth Third Asset Management, Inc., 38 Fountain Square Plaza, Cincinnati, Ohio 45202, serves as investment adviser to all Funds and provides investment advisory services through its Trust and Investment Division. FTAM is a wholly-owned subsidiary of Fifth Third Bank. Fifth Third Bank is a wholly-owned subsidiary of Fifth Third Financial Corporation, which, in turn, is a wholly-owned subsidiary of Fifth Third Bancorp.

Fifth Third Asset Management, Inc. (the “Administrator”) is the Funds’ administrator which generally assists in all aspects of the Trust’s administration and operations including providing the Funds with certain administrative personnel and services necessary to operate the Funds. The Funds pay the Administrator administration fees at the annual rates set forth below which are computed daily and paid monthly based on average daily net assets of the Trust; the fees are prorated among the Funds based upon their relative average daily net assets. For certain Funds, the Administrator has voluntarily agreed to waive a portion of its net asset-based administration fee. In addition, a $10,000 annual per class per Fund fee applies beyond the first four classes per Fund, and each Fund that commences operations after September 18, 2002 is subject to an annual $20,000 minimum fee.

The Distributor waived distribution fees of $1,008,228 and $1,170,999, respectively, for the fiscal year ended July 31, 2011 and July 31, 2010 to maintain a competitive yield for the Prime Money Market Fund.

The Adviser maintains a deferred compensation plan for, among others, the portfolio managers. Pursuant to such plan, the portfolio managers may be deemed to be invested in shares of the Funds. Such deemed investments are not included in the table.

Selected products or services provided by broker/dealers may have multiple uses, including administrative, marketing or other uses which do not constitute brokerage or research services within the meaning of Section 28(e) of the 1934 Act. Such products or services are generally referred to as “mixed-use” items. The Adviser evaluates mixed-use products and services and will attempt to make a reasonable allocation of the cost of the product or service according to its use. The Adviser may consider various objective factors in making such an allocation, such as the amount of time that the product or service is used, for an eligible purpose within the meaning of Section 28(e) of the 1934 Act. A conflict of interest may arise in allocating the cost of mixed-use items between research and non-research purposes. The proportion of products and services attributable to eligible brokerage or research services will be paid through brokerage commissions generated by Fund transactions; the portion attributable to ineligible products and services will be paid by the Adviser from its own resources. Although the allocation of mixed-use items is not precisely determined, the Adviser makes a good faith effort to fairly allocate such items.

“Financial intermediaries” are firms that receive compensation for selling shares of the Funds and/or provide services to the Funds’ shareholders. Financial intermediaries may include, among others, your broker, your securities dealer, your financial planner or adviser, banks, or insurance companies. In addition to dealers, the financial intermediaries that may receive payments include sponsors of fund “supermarkets,” sponsors of wrap fee programs, and sponsors of networking systems.

The Adviser may consider various factors to determine whether to make revenue sharing payments. Possible considerations include, without limitation, the types of services provided by the intermediary, sales of Fund shares, the redemption rates on accounts of customers of the intermediary or overall asset levels of the Funds held for or by customers of the intermediary, the willingness of the intermediary to allow the Adviser to provide educational and training support for the intermediary’s sales personnel relating to the Funds, the availability of the Funds on the intermediary’s sales system, as well as the overall quality of the services provided by the intermediary, and the Adviser’s and/or its affiliates’ relationship with the intermediary. To the extent that financial intermediaries receiving distribution-related payments from the Adviser and/or its affiliates sell more of the Funds or retain more shares of the Funds in their client accounts, the Adviser benefits from the incremental management and other fees it receives with respect to those assets.

Shares are redeemed at the next computed NAV after a Fund receives the redemption request, less any contingent deferred sales charge. Redemption procedures are explained in the Prospectus under “Selling Your Shares.” Although the Funds do not charge for telephone redemptions, they reserve the right to charge a fee for the cost of wire-transferred redemptions.

In certain circumstances, a Fund or the Distributor may enter into an agreement with a financial intermediary to permit exchanges from one class of a Fund into another class of the same Fund, subject to certain conditions. Such exchanges will only be permitted if, among other things, the financial intermediary agrees to follow procedures established by the Fund or Distributor, which generally will require that the exchanges be carried out (i) within accounts maintained and controlled by the intermediary, (ii) on behalf of all or a particular segment of beneficial owners holding shares of the affected Fund within those accounts, and (iii) all at once or within a given time period, or as agreed upon in writing by the Fund or the Distributor and the financial intermediary. A shareholder’s ability to make this type of exchange may be limited by operational or other limitations of his or her financial intermediary or the Fund.

Except as noted below, investments of the Equity Funds, the Bond Funds, the Structured Large Cap Plus Fund and Asset Allocation Funds of the Trust in securities the principal market for which is a securities exchange or an over-the-counter market are valued at their latest available sale price (except for those securities traded on NASDAQ, which will be valued at the NASDAQ Official Closing Price or, absent such a price, by reference to the latest available bid and asked prices in the principal market in which such securities are normally traded). Investments of the International Equity Fund in securities the principal market for which is a securities exchange are valued at the closing mid-market price on that exchange on the day of computation. Investments of the Asset Allocation Funds in underlying funds are based on the NAV of such underlying funds.

SEC rules require that a money market fund limit its investments to instruments that, in the opinion of the Trustees or their delegate, present minimal credit risks and if rated, have received the requisite rating from one or more nationally recognized statistical rating organizations. If the instruments are not rated, the Trustees or their delegate must determine that they are of comparable quality. Shares of investment companies purchased by a Money Market Fund will meet these same criteria and will have investment policies consistent with the Rule. The Rule also requires a money market fund to maintain a dollar-weighted average portfolio maturity (not more than 60 days) appropriate to the objective of maintaining a stable NAV of $1.00 per share. In addition, no instruments with a remaining maturity of more than 397 days can be purchased by a Money Market Fund. Should the disposition of a portfolio security result in a dollar-weighted average portfolio maturity of more than 60 days, a Money Market Fund will invest its available cash to reduce the average maturity to 60 days or less as soon as possible.

basis in the shares, thus reducing any loss or increasing any gain on a subsequent taxable disposition of those shares. The Strategic Income Fund may be particularly susceptible to this possibility because it may seek to maintain a stable level of distributions. As a result, the dividend paid by the Fund to shareholders for any particular period may be more or less than the amount of net investment income earned by the Fund during such period. The Fund is not required to maintain a stable level of distributions to shareholders.

For taxable years beginning before January 1, 2013, distributions of net investment income properly designated by a Fund as derived from “qualified dividend income” will be taxed to individuals and other noncorporate investors at the federal income tax rates applicable to long-term capital gain, provided certain holding period and other requirements are met at both the shareholder and Fund levels. In order for some portion of the dividends received by a Fund shareholder to be qualified dividend income, a Fund must meet certain holding period and other requirements with respect to the stock in its portfolio generating such dividend income and the shareholder must meet certain holding period and other requirements with respect to the Fund’s shares. A dividend will not be treated as qualified dividend income (at either the Fund or shareholder level) (i) if the dividend is received with respect to any share of stock held for fewer than 61 days during the 121-day period beginning on the date which is 60 days before the date on which such share becomes ex-dividend with respect to such dividend (or, in the case of certain preferred stock, 91 days during the 181-day period beginning 90 days before such date), (ii) to the extent that the recipient is under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property, (iii) if the recipient elects to have the dividend income treated as investment income for purposes of the limitation on deductibility of investment interest, or (iv) if the dividend is received from a foreign corporation that is (a) not eligible for the benefits of a comprehensive income tax treaty with the United States (with the exception of dividends paid on stock of such a foreign corporation readily tradable on an established securities market in the United States) or (b) treated as a passive foreign investment company. Neither the Bond Funds nor the Money Market Funds expect a significant portion of Fund distributions to be derived from qualified dividend income. For purposes of determining the holding period for stock on which a dividend is received, such holding period is reduced for any period the recipient has an option to sell, is under a contractual obligation to sell or has made (and not closed) a short sale of substantially identical stock or securities, and in certain other circumstances. Additionally, dividends of an Asset Allocation Fund may not be eligible for treatment as qualified dividend income unless the holding period and other requirements for such treatment are met by both the Asset Allocation Fund and the Underlying Funds as well as the shareholder.

In general, distributions of net investment income designated by a Fund as derived from qualified dividend income will be treated as qualified dividend income by a shareholder taxed as an individual, provided the shareholder meets the holding period and other requirements described above with respect to the Fund’s shares. If the aggregate qualified dividends received by a Fund during any taxable year are 95% or more of its gross income (excluding net long-term capital gain over net short-term capital loss), then 100% of the Fund’s dividends (other than dividends properly designated as Capital Gain Dividends) will be eligible to be treated as qualified dividend income. To the extent that a Fund makes a distribution of income received by the Fund in lieu of dividends (a “substitute payment”) with respect to securities on loan

pursuant to a securities lending transaction, such income will not constitute qualified dividend income and thus will not be eligible for taxation at the rates applicable to long-term capital gain for individual and other noncorporate shareholders, nor will it be eligible for the dividends-received deduction for corporate shareholders.

Dividends of net investment income received by corporate shareholders of a Fund may qualify for the 70% dividends received deduction generally available to corporations to the extent of the amount of qualifying dividends received by the Fund from domestic corporations for the taxable year. A dividend received by a Fund will not be treated as a qualifying dividend (i) if it has been received with respect to any share of stock that such Fund has held for less than 46 days during the 91-day period beginning on the date which is 45 days before the date on which such share becomes ex-dividend with respect to such dividend (91 days during the 181-day period beginning 90 days before the ex-dividend date in the case of certain preferred stock) or (ii) to the extent that such Fund is under an obligation (pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property. Moreover, the dividends received deduction may be disallowed or reduced (i) if the corporate shareholder fails to satisfy the foregoing requirements with respect to its shares of the Fund or (ii) by application of other provisions of the Code (for instance, the dividends received deduction is reduced in the case of a dividend received on debt-financed portfolio stock (generally, stock acquired with borrowed funds)). For purposes of determining the holding period for stock on which a dividend is received, such holding period is reduced for any period the recipient has an option to sell, is under a contractual obligation to sell or has made (and not closed) a short sale of substantially identical stock or securities, and in certain other circumstances.

A portion of the interest paid or accrued on certain high yield discount obligations owned by a Fund may not be deductible to the issuer. If a portion of the interest paid or accrued on certain high yield discount obligations is not deductible, that portion will be treated as a dividend for purposes of the corporate dividends received deduction and for qualified dividend income purposes. In such cases, if the issuer of the high yield discount obligations is a domestic corporation, dividend payments by the Fund may be eligible for the dividends received deduction or qualified dividend income treatment to the extent of the deemed dividend portion of such accrued interest.

For taxable years beginning after December 31, 2012, an additional 3.8% Medicare tax will be imposed on certain net investment income (including ordinary dividends and Capital Gain Dividends received from a Fund and net gains from redemptions or other taxable dispositions of Fund shares) of U.S. individuals, estates and trusts to the extent that such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds a threshold amount.

The Fund (or its administrative agent) must report to the Internal Revenue Service (“IRS”) and furnish to Fund shareholders cost basis information for Fund shares purchased on or after January 1, 2012, and sold on or after that date. In addition to reporting the gross proceeds from the sale of Fund shares, the Fund will also be required to report the cost basis

information for such shares and indicate whether these shares had a short-term or long-term holding period. For each sale of Fund shares, the Fund will permit shareholders to elect from among several IRS-accepted cost basis methods, including the average basis method. In the absence of an election, the Fund will use the average basis method as the default cost basis method. The cost basis method elected by the Fund shareholder (or the cost basis method applied by default) for each sale of Fund shares may not be changed after the settlement date of each such sale of Fund shares. Fund shareholders should consult with their tax advisors to determine the best IRS-accepted cost basis method for their tax situation and to obtain more information about how the new cost basis reporting law applies to them.

Shareholders who sell, exchange or redeem Fund shares will generally recognize gain or loss in an amount equal to the difference between their adjusted basis in the Fund shares and the amount received. Because the Money Market Funds seek to maintain a stable share price, it is unlikely that a shareholder will have a gain or loss when shares of a Money Market Fund are sold, exchanged or redeemed. In general, any gain or loss realized upon a taxable disposition of Fund shares will be treated as long-term capital gain or loss if the shares have been held for more than 12 months, and as short-term capital gain or loss if the shares have been held for 12 months or less. Short-term capital gain is taxed for federal income tax purposes at ordinary income rates. For taxable years beginning on or before January 1, 2013, long-term capital gain rates applicable to individuals and other noncorporate investors have been reduced to 15% with a 0% rate applying to taxpayers in the 10% and 15% tax brackets. For taxable years beginning on or after January 1, 2013, the maximum long-term capital gain rate is scheduled to increase to 20%. A shareholder’s ability to utilize capital losses may be limited under the Code.

Any loss realized upon a taxable disposition of Fund shares held for six months or less will be disallowed to the extent of any exempt-interest dividends received by the shareholder with respect to such shares and, to the extent not disallowed will be, treated as a long-term capital loss to the extent of any Capital Gain Dividends received (or deemed received) by a shareholder with respect to those Fund shares. For purposes of determining whether Fund shares have been held for six months or less, the holding period is suspended for any periods during which a shareholder’s risk of loss is diminished as a result of holding one or more other positions in substantially similar or related property, or through certain options or short sales. In addition, any loss realized on a sale or exchange of Fund shares will be disallowed to the extent that the Fund shareholder acquires other Fund shares or other substantially identical stock or securities within a period of 61 days beginning 30 days before and ending 30 days after the date of disposition, which could, for example, occur as a result of automatic dividend reinvestment. In such an event, a Fund shareholder’s basis in the replacement Fund shares or other substantially identical stock or securities will be adjusted to reflect the disallowed loss.

In some cases, shareholders who exchange shares will not be permitted to take all or a portion of their sales loads into account for purposes of determining the amount of gain or loss realized on the disposition of their shares. This prohibition generally applies where (1) the shareholder incurs a sales load in acquiring the shares of a Fund, (2) the shares are disposed of before the 91st day after the date on which they were acquired, and (3) the shareholder subsequently acquires no later than January 31st of the calendar year following the calendar year of the disposition shares in the same Fund or another RIC and an otherwise applicable sales charge is reduced under a “reinvestment right” received upon the initial purchase of Fund

shares. The term “reinvestment right” means any right to acquire shares of one or more RICs without the payment of a sales load or with the payment of a reduced sales charge. Sales charges affected by this rule are treated as if they were incurred with respect to the shares acquired under the reinvestment right and not with respect to the original shares. This provision may be applied to successive acquisitions of Fund shares.

The sale or other disposition of shares of a Fund by a retirement plan qualifying for tax-exempt treatment under the Code will not be subject to U.S. federal income tax. Because the federal income tax treatment of a sale or exchange of Fund shares depends on your purchase price and your personal tax position, you should keep your regular account statements to use in determining your federal income tax liability.

Foreign Taxes, Foreign Currency-Denominated Securities and Related Hedging Transactions

Dividends, interest and gains received by a Fund from investments in securities of foreign issuers may be subject to income, withholding or other taxes imposed by foreign countries and U.S. possessions. Tax conventions between certain countries and the United States may reduce or eliminate these taxes. Shareholders in the Funds, other than the International Equity Fund, generally will not be entitled to claim a credit or deduction with respect to foreign taxes. However, if at the end of a Fund’s fiscal year more than 50% of the value of its total assets consists of securities of foreign corporations, the Fund will be eligible to make an election permitted by the Code to treat any foreign taxes paid by it on securities it has held for at least the minimum period specified in the Code as having been paid directly by the Fund’s shareholders.

Under normal circumstances, more than 50% of the value of the International Equity Fund’s total assets will consist of securities of foreign corporations and it will be eligible to make the election. If the election is made, shareholders generally will be required to include in U.S. taxable income their pro rata share of such taxes, and those shareholders who are U.S. citizens, U.S. corporations and, in some cases, U.S. residents will be entitled to deduct on their federal income tax returns their share of such taxes, subject to certain limits. Alternatively, such shareholders who hold Fund shares (without protection from risk of loss) on the ex-dividend date and for at least 15 other days during the 30-day period surrounding the ex-dividend date will be entitled to claim a foreign tax credit for their share of these taxes, subject to generally applicable limitations under the Code. If a Fund makes the election, it will report annually to its shareholders the respective amounts per share of the Fund’s income from sources within, and taxes paid to, foreign countries and U.S. possessions.

A Fund’s transactions in foreign currencies, foreign currency-denominated debt securities and certain foreign currency options, futures contracts and forward contracts (and similar instruments) may give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the foreign currency concerned.

Investment by a Fund in “passive foreign investment companies” (“PFICs”) could subject the Fund to a U.S. federal income tax (including interest charges) or other charge on distributions received from the company or on proceeds from the sale of its investment in such a company, which tax cannot be eliminated by making distributions to Fund shareholders.

However, this tax can be avoided by making an election to mark such investments to market annually or to treat a PFIC as a “qualified electing fund” (“QEF”). If a Fund makes a “mark to market” election with respect to a PFIC, the Fund will recognize each year as ordinary income or, subject to certain limitations, as ordinary loss, an amount determined as though the Fund had sold and repurchased its holdings in that PFIC on the last day of the Fund’s taxable year. If a Fund makes a QEF election with respect to a PFIC, the Fund will be required to include as income its share of the PFIC’s income and net capital gains annually, regardless of whether it receives any distribution from the company. These elections may accelerate the recognition of income (without the receipt of cash) and increase the amount required to be distributed by the Fund to avoid taxation. Making either of these elections therefore may require the Fund to liquidate other investments (including when it is not advantageous to do so) to meet its distribution requirement, which also may accelerate the recognition of gain and affect the Fund’s total return. Dividends paid by PFICs will not be eligible to be treated as “qualified dividend income.”

A PFIC is any foreign corporation: (i) 75% or more of the gross income of which for the taxable year is passive income, or (ii) the average percentage of the assets of which (generally by value, but by adjusted basis in certain cases) that produce or are held for the production of passive income is at least 50%. Generally, passive income for this purpose means dividends, interest (including income equivalent to interest), royalties, rents, annuities, the excess of gain over losses from certain property transactions and commodities transactions, and foreign currency gains. Passive income for this purpose does not include rents and royalties received by the foreign corporation from active business and certain income received from related persons.

Hedging and Derivatives

A Fund’s transactions in foreign currencies, derivative instruments (e.g., forward contracts, swap agreements, options and futures contracts (including options and futures contracts on foreign currencies)), as well other hedging, short sale or similar transactions, may be subject to special provisions of the Code (including provisions relating to “hedging transactions” and “straddles”) that, among other things, may affect the character of gains and losses realized by the Fund (i.e., may affect whether gains or losses are ordinary or capital), accelerate recognition of income to the Fund and defer Fund losses. These rules could therefore affect the character, amount and timing of distributions to shareholders. These provisions may also (i) require a Fund to mark to market annually certain types of the positions in its portfolio (i.e., treat them as if they were closed out at the end of each year), or (ii) cause a Fund to recognize income without receiving cash with which to pay dividends or make distributions in amounts necessary to satisfy the distribution requirements described above in order to avoid certain federal income and excise taxes. A Fund may be required to liquidate other investments (including when it is not advantageous to do so) to meet its distribution requirements, which may also accelerate the recognition of gain by the Fund. A Fund will monitor its transactions, will make the appropriate tax elections and will make the appropriate entries in its books and records when it acquires any foreign currency, forward contract, option, futures contract or hedged investment in order to mitigate the effect of these rules and prevent disqualification of a Fund as a RIC.

Options held by a Fund at the end of each fiscal year on a broad-based stock index are treated under the Code as Section 1256 contracts and will be required to be “marked-to-market” for federal income tax purposes. Sixty percent of any net gain or loss recognized on such deemed sales or on any actual sales will be treated as long-term capital gain or loss, and the remainder will be treated as short-term capital gain or loss (“60/40 gain or loss”). Certain other options, futures contracts and options on futures contracts utilized by the Funds are also Section 1256 contracts. Any gains or losses on these Section 1256 contracts held by a Fund at the end of each taxable year (and on October 31 of each year for purposes of the 4% excise tax) are also “marked-to-market” with the result that unrealized gains or losses are treated as though they were realized and the resulting gain or loss is treated as a 60/40 gain or loss.

The application of certain requirements for qualification as a RIC and the application of certain other federal income tax rules may be unclear in some respects in connection with investments in certain derivatives. As a result, a Fund may be required to limit its investments in such transactions and it is also possible that the IRS may not agree with a Fund’s treatment of such transactions. In addition, the tax treatment of derivatives and certain other investments may be affected by future legislation, Treasury regulations and guidance issued by the IRS (which could apply retroactively) that could affect the timing, character and amount of a Fund’s income and gains and distributions to shareholders, affect whether a Fund has made sufficient distributions and otherwise satisfied the requirements to maintain its qualification as a RIC and avoid federal income and excise taxes or limit the extent to which a Fund may invest in certain derivatives in the future.

Certain of a Fund’s hedging activities (including its transactions, if any, in foreign currencies or foreign currency-denominated instruments) are likely to produce a difference between its book income and its income as determined for federal income tax purposes. If a Fund’s book income exceeds its income as determined for tax purposes, the distribution (if any) of such excess will be treated as (i) a dividend to the extent of the Fund’s remaining earnings and profits (including earnings and profits arising from tax-exempt income), (ii) thereafter as a return of capital to the extent of a recipient’s basis in its shares, and (iii) thereafter as gain from the sale or exchange of a capital asset. If the Fund’s book income is less than its income as determined for federal income tax purposes, the Fund could be required to make distributions exceeding book income to qualify as a RIC that is accorded special federal income tax treatment.

Discount Securities

Some debt obligations with a fixed maturity date of more than one year from the date of issuance (and all zero-coupon debt obligations with a fixed maturity date of more than one year from the date of issuance) that are acquired by a Fund will be treated as debt obligations that are issued originally at a discount. Generally, the amount of the original issue discount (“OID”) is treated as interest income and is included in taxable income (and required to be distributed) over the term of the debt security, even though payment of that amount is not received until a later time, usually when the debt security matures.

Some debt obligations with a fixed maturity date of more than one year from the date of issuance that are acquired by a Fund in the secondary market may be treated as having market discount. Generally, any gain recognized on the disposition of, and any partial payment of

principal on, a debt security having market discount is treated as ordinary income to the extent the gain, or principal payment, does not exceed the “accrued market discount” on such debt security. Market discount generally accrues in equal daily installments. A Fund may make one or more of the elections applicable to debt obligations having market discount, which could affect the character and timing of recognition of income by the Fund from such debt obligations.

Some debt obligations with a fixed maturity date of one year or less from the date of issuance that are acquired by a Fund may be treated as having acquisition discount or OID. Generally, the Fund will be required to include the acquisition discount or OID in income over the term of the debt security, even though payment of that amount is not received until a later time, usually when the debt security matures. The Fund may make one or more of the elections applicable to debt obligations having acquisition discount or OID which could affect the character and timing of recognition of income by the Fund from such debt obligations.

If a Fund holds the foregoing kinds of securities, it may be required to accrue and distribute income not yet received. In order to generate sufficient cash to make the requisite distributions, a Fund may be required to sell securities in its portfolio that it otherwise would have continued to hold. The Fund may realize gains or losses from such liquidations, and its shareholders may accordingly receive a larger capital gain distribution than they would in the absence of such transactions.

Investments in debt obligations that are at risk of or in default present special tax issues for a Fund. Federal income tax rules are not entirely clear about issues such as whether and, if so, to what extent a Fund should recognize market discount on such a debt obligation, when a Fund may cease to accrue interest, OID or market discount, when and to what extent deductions may be taken for bad debts or worthless securities, how payments received on obligations in default should be allocated between principal and income and whether exchanges of debt obligations in a workout context are taxable. These and other issues will be addressed by a Fund, when, as and if it invests in such securities, in order to seek to ensure that it distributes sufficient income to preserve its status as a RIC and does not become subject to US federal income or excise tax.

Master Limited Partnerships

Some amounts received by a Fund from its investments in MLPs will likely be treated as returns of capital because of accelerated deductions available with respect to the activities of MLPs. On the disposition of an investment in such an MLP, the Fund will likely realize taxable income in excess of economic gain from that asset (or if a Fund does not dispose of the MLP, the Fund will likely realize taxable income in excess of cash flow received by the Fund from the MLP in a later period), and the Fund must take such income into account in determining whether the Fund has satisfied its RIC distribution requirements. The Fund may have to borrow or liquidate securities to satisfy its distribution requirements and meet its redemption requests, even though investment considerations might otherwise make it undesirable for the Fund to borrow money or sell securities at the time. In addition, distributions attributable to gain from the sale of MLPs that are characterized as ordinary income under the Code’s recapture provisions will be taxable to the Fund shareholders as ordinary income.

Real Estate Investment Trusts

A Fund’s investments in REIT equity securities may result in the Fund’s receipt of cash in excess of the REIT’s earnings; if the Fund distributes these amounts, these distributions could constitute a return of capital to Fund shareholders for federal income tax purposes. Investments in REIT equity securities also may require a Fund to accrue and distribute income not yet received. To generate sufficient cash to make the requisite distributions, a Fund may be required to sell securities in its portfolio (including when it is not advantageous to do so) that it otherwise would have continued to hold. Dividends received by a Fund from a REIT will not qualify for the corporate dividends-received deduction and generally will not constitute qualified dividend income.

Some of the REITs in which a Fund may invest may be permitted to hold residual interests in real estate mortgage investment conduits (“REMICs”). Under a notice issued by the IRS and Treasury regulations that have not yet been issued, but may apply retroactively, a portion of a Fund’s income from a REIT (or other pass-through entity) that is attributable to the REIT’s residual interest in a REMIC or an equity interest in a taxable mortgage pool (“TMP”) (referred to in the Code as an “excess inclusion”) will be subject to federal income tax in all events. This notice provides that excess inclusion income of a RIC, such as a Fund, will be allocated to shareholders of the RIC in proportion to the dividends received by such shareholders, with the same consequences as if the shareholders held the related REMIC residual interest or TMP directly.

In general, excess inclusion income allocated to shareholders (i) cannot be offset by net operating losses (subject to a limited exception for certain thrift institutions), (ii) will constitute unrelated business taxable income (“UBTI”) to entities (including a qualified pension plan, an individual retirement account, a 401(k) plan, a Keogh plan or other tax-exempt entity) subject to tax on UBTI, thereby potentially requiring such an entity that is allocated excess inclusion income, and otherwise might not be required to file a federal income tax return, to file a tax return and pay tax on such income, and (iii) in the case of a foreign shareholder, will not qualify for any reduction in U.S. federal withholding tax. In addition, if at any time during any taxable year a “disqualified organization” (as defined by the Code) is a record holder of a share in a RIC, then the RIC will be subject to a tax equal to that portion of its excess inclusion income for the taxable year that is allocable to the disqualified organization, multiplied by the highest federal income tax rate imposed on corporations. The Funds do not intend to invest directly in residual interests in REMICs or to invest in REITS in which a substantial portion of the assets will consist of residual interests in REMICs.

Backup Withholding

A Fund generally is required to withhold and remit to the U.S. Treasury a percentage of the dividends and other distributions paid to and proceeds of share sales, exchanges or redemptions made by any individual shareholder who fails to properly furnish the Fund with his or her correct taxpayer identification number (“TIN”), who has under-reported dividend or interest income, or who fails to certify to the Fund that he or she is not subject to such withholding. The backup withholding tax rate is 28% for amounts paid through 2012. The

backup withholding rate will be 31% for amounts paid after December 31, 2012, unless Congress enacts tax legislation providing otherwise.

Backup withholding is not an additional tax. Any amounts withheld may be credited against the shareholder’s U.S. federal income tax liability, provided the appropriate information is furnished to the Internal Revenue Service.

In order for a foreign investor to qualify for an exemption from the backup withholding or reduced withholding tax rates under income tax treaties, the foreign investor must comply with special certification and filing requirements. Foreign investors in a Fund should consult their tax advisers.

Tax Shelter Reporting Regulations

Under Treasury regulations, if a shareholder realizes a loss on disposition of a Fund’s shares of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, the shareholder must file with the IRS a disclosure statement on Form 8886. Direct shareholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a RIC are not excepted. The fact that a loss is reportable under these regulations does not affect the legal determination of whether a taxpayer’s treatment of the loss is proper. Shareholders should consult their tax advisers to determine the applicability of these regulations in light of their individual circumstances.

Tax-Exempt Shareholders

Under current law, a Fund serves to “block” (that is, prevent the attribution to shareholders of) UBTI from being realized by tax-exempt shareholders. Notwithstanding this “blocking” effect, a tax-exempt shareholder could realize UBTI by virtue of its investment in a Fund if (i) the Fund invests in REITs that hold residual interests in REMICs or TMPs, as discussed above, or (ii) shares in the Fund constitute debt-financed property in the hands of the tax-exempt shareholder within the meaning of Code Section 514(b).

Shares Purchased through Tax-Qualified Plans

Special federal income tax rules apply to investments through defined contribution plans and other tax-qualified plans. Shareholders should consult their tax advisers to determine the suitability of shares of a Fund as an investment through such plans and the precise effect of such an investment on their particular tax situations.

Non-U.S. Shareholders

Capital Gain Dividends generally will not be subject to withholding of federal income tax. In general, dividends (other than Capital Gain Dividends and tax-exempt interest dividends) paid by a Fund to a shareholder that is not a “U.S. person” within the meaning of the Code (such shareholder, a “foreign person”) are subject to withholding of U.S. federal income tax at a rate of 30% (or lower applicable treaty rate) even if they are funded by income or gains (such as portfolio interest, short-term capital gains, or foreign-source dividend and interest income) that,

if paid to a foreign person directly, would not be subject to withholding. However, effective for taxable years of a Fund beginning before January 1, 2012, the Fund will generally not be required to withhold tax on any amounts paid to a foreign person with respect to dividends attributable to “qualified short-term gain” (i.e., the excess of net short-term capital gain over net long-term capital loss) designated as such by the Fund and dividends attributable to certain U.S. source interest income that would not be subject to federal withholding tax if earned directly by a foreign person, provided such amounts are properly designated by the Fund. A Fund may choose not to designate such amounts.

A beneficial holder of shares who is a foreign person is not, in general, subject to U.S. federal income tax on gains (and is not allowed a deduction for losses) realized on the sale of shares of a Fund or on Capital Gain Dividends (or exempt-interest dividends) unless (i) such gain or dividend is effectively connected with the conduct of a trade or business carried on by such holder within the United States, (ii) in the case of an individual holder, the holder is present in the United States for a period or periods aggregating 183 days or more during the year of the sale or the receipt of the Capital Gain Dividend and certain other conditions are met, or (iii) the shares constitute USRPIs or the Capital Gain Dividend is attributable to gains from the sale or exchange of USRPIs in accordance with the rules set forth below.

In order to qualify for any exemption from withholding tax or a reduced rate of withholding tax under an applicable income tax treaty, a foreign person will need to comply with applicable certification requirements relating to its non-U.S. status (including, in general, furnishing an IRS Form W-8BEN or substitute form). A foreign person who fails to provide an IRS Form W-8BEN or other applicable form may be subject to backup withholding at the appropriate rate.

The withholding tax does not apply to dividends paid to a foreign person who provides a Form W-8ECI, certifying that the dividends are effectively connected with the foreign person’s conduct of a trade or business within the United States. Instead, the effectively connected dividends will be subject to regular U.S. income tax as if the foreign person were a U.S. shareholder. A non-U.S. corporation receiving effectively connected dividends may also be subject to additional “branch profits tax” imposed at a rate of 30% (or a lower treaty rate).

Special rules apply to foreign persons who receive distributions from a Fund that are attributable to gain from “United States real property interests” (“USRPIs”). The Code defines USRPIs to include direct holdings of U.S. real property and any interest (other than an interest solely as a creditor) in a “United States real property holding corporation.” The Code defines a United States real property holding corporation as any corporation whose USRPIs make up 50% or more of the fair market value of its USRPIs, its interests in real property located outside the United States, plus any other assets it uses in a trade or business. In general, if a Fund is a United States real property holding corporation (determined without regard to certain exceptions), distributions by the Fund that are attributable to (a) gains realized on the disposition of USRPIs by the Fund and (b) distributions received by the Fund from a lower-tier RIC or REIT that the Fund is required to treat as USRPI gain in its hands will retain their character as gains realized from USRPIs in the hands of the foreign persons. (However, absent the enactment of legislation, this “look-through” treatment for distributions by a Fund to foreign persons applies only to such distributions that are attributable to distributions received

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by the Fund from a lower-tier REIT and are required to be treated as USRPI gain in the Fund’s hands.) If the foreign shareholder holds (or has held at any time during the prior year) more than a 5% interest in a class of stock of a Fund, such distributions received by the shareholder with respect to such class of stock will be treated as gains “effectively connected” with the conduct of a “U.S. trade or business,” and subject to tax at graduated rates. Moreover, such shareholders will be required to file a U.S. income tax return for the year in which the gain was recognized and the Fund will be required to withhold 35% of the amount of such distribution. In the case of all other foreign persons (i.e., those whose interest in the Fund did not exceed 5% at any time during the prior year), the USRPI distribution will be treated as ordinary income (regardless of any designation by the Fund that such distribution is qualified short-term capital gain or capital gain dividend) and the Fund must withhold 30% (or a lower applicable treaty rate) of the amount of the distribution paid to such foreign persons.

In addition, if a Fund is a United States real property holding corporation or former United States real property holding corporation, the Fund may be required to withhold U.S. tax upon a redemption of shares by a greater-than-5% shareholder that is a foreign person, and that shareholder would be required to file a U.S. income tax return for the year of the disposition of the USRPI and pay any additional tax due on the gain. Prior to January 1, 2012, no withholding is generally required with respect to amounts paid in redemption of shares of a fund if the fund is a domestically controlled qualified investment entity, or, in certain other limited cases, if a fund (whether or not domestically controlled) holds substantial investments in RICs that are domestically controlled qualified investment entities. Unless legislation is enacted extending this legislation, beginning on January 1, 2012, such withholding is required, without regard to whether a Fund or any RIC in which it invests is domestically controlled.

General

The foregoing discussion is only a summary of some of the important U.S. federal income tax considerations generally affecting purchasers of the Funds’ shares. No attempt has been made to present a detailed explanation of the U.S. federal income tax treatment of the Funds, and this discussion is not intended as a substitute for careful tax planning. Accordingly, potential purchasers of a Fund’s shares are urged to consult their tax advisers with specific reference to their own tax situation. Foreign shareholders should consult their tax advisers regarding the U.S. and foreign tax consequences of an investment in any of the Funds. In addition, this discussion is based on tax laws and regulations that are in effect on the date of this SAI; such laws and regulations may be changed by legislative, judicial or administrative action, and such changes may be retroactive.

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FINANCIAL STATEMENTS

The financial statements and related report of the independent registered public accounting firm for the Fifth Third Small Cap Growth Fund, Fifth Third Mid Cap Growth Fund, Fifth Third Quality Growth Fund, Fifth Third Dividend Growth Fund, Fifth Third Micro Cap Value Fund, Fifth Third Small Cap Value Fund, Fifth Third All Cap Value Fund, Fifth Third Disciplined Large Cap Value Fund, Fifth Third Structured Large Cap Plus Fund, Fifth Third Equity Index Fund, Fifth Third International Equity Fund, Fifth Third Strategic Income Fund, Fifth Third LifeModel Aggressive Fund^SM, Fifth Third LifeModel Moderately Aggressive Fund^SM, Fifth Third LifeModel Moderate Fund^SM, Fifth Third LifeModel Moderately Conservative Fund^SM, Fifth Third LifeModel Conservative Fund^SM, Fifth Third High Yield Bond Fund, Fifth Third Total Return Bond Fund, Fifth Third Short Term Bond Fund, Fifth Third Prime Money Market Fund, Fifth Third Institutional Money Market Fund, Fifth Third Institutional Government Money Market Fund and Fifth Third U.S. Treasury Money Market Fund for the fiscal year ended July 31, 2011 are incorporated herein by reference into this SAI from the annual reports for those Funds (File Nos. 33-24848 and 811-05669).

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APPENDIX A

STANDARD AND POOR’S RATINGS GROUP CORPORATE
AND MUNICIPAL BOND RATING DEFINITIONS

AAA–Debt rated “AAA” has the highest rating assigned by S&P. Capacity to pay interest and repay principal is extremely strong.

AA–Debt rated “AA” has a very strong capacity to pay interest and repay principal and differs from the higher rated issues only in small degree.

A–Debt rated “A” has a strong capacity to pay interest and repay principal although it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher rated categories.

BBB–Debt rated “BBB” is regarded as having an adequate capacity to pay interest and repay principal. Whereas it normally exhibits adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal for debt in this category than in higher rated categories.

BB- Debt rated “BB” has less near-term vulnerability to default than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial or economic conditions which could lead to inadequate capacity to meet timely interest and principal payments. The BB rating category is also used for debt subordinated to senior debt that is assigned an actual or implied BBB rating.

B-Debt rated “B” has a greater vulnerability to default but currently has the capacity to meet interest payments and principal repayments. Adverse business, financial or economic conditions will likely impair capacity or willingness to pay interest and repay principal. The B rating category is also used for debt subordinated to senior debt that is assigned an actual or implied BB or BB- rating.

CCC-Debt rated “CCC” has a currently identifiable vulnerability to default and is dependent upon favorable business, financial or economic conditions to meet timely payment of interest and repayment of principal. In the event of adverse business, financial or economic conditions, it is not likely to have the capacity to pay interest or repay principal. The CCC rating category is also used for debt subordinated to senior debt that is assigned an actual or implied B or B-rating.

CC-The rating “CC” is typically applied to debt subordinated to senior debt that is assigned an actual or implied CCC rating.

C-The rating “C” is typically applied to debt subordinated to senior debt which is assigned an actual or implied CCC- debt rating. The C rating may be used to cover a situation where a bankruptcy has been filed but debt service payments are continued.

CI-The rating “CI” is reserved for income bonds on which no interest is being paid.

103

D-Debt rated “D” is in payment default. The D rating category is used when interest payments or principal payments are not made on the date due even if the applicable grace period has not expired, unless S&P believes that such payments will be made during such grace period. The D rating also will be used upon the filing of a bankruptcy petition and debt service payments are jeopardized.

NR–NR indicates that no public rating has been requested, that there is insufficient information on which to base a rating, or that S&P does not rate a particular type of obligation as a matter of policy. S&P may apply a plus (+) or minus (-) to the above rating classifications to show relative standing within the classifications.

MOODY’S INVESTORS SERVICE, INC. CORPORATE AND
MUNICIPAL BOND RATING DEFINITIONS

Aaa–Bonds which are rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as “gilt edged.” Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues.

Aa–Bonds which are rated Aa are judged to be of high quality by all standards. Together with the Aaa group, they comprise what are generally known as high-grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long-term risks appear somewhat larger than in Aaa securities.

A–Bonds which are rated A possess many favorable investment attributes and are to be considered as upper medium-grade obligations. Factors giving security to principal and interest are considered adequate but elements may be present which suggest a susceptibility to impairment sometime in the future.

Baa–Bonds which are rated Baa are considered as medium-grade obligations (i.e., they are neither highly protected nor poorly secured). Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well.

Ba- Bonds which are rated Ba are judged to have speculative elements; their future cannot be considered as well assured. Often the protection of interest and principal payments may be very moderate and thereby not well safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds in this class.

B- Bonds which are rated B generally lack characteristics of the desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small.

104

Caa- Bonds which are rated Caa are of poor standing. Such issues may be in default or there may be present elements of danger with respect to principal or interest.

Ca- Bonds which are rated Ca represent obligations which are speculative in a high degree. Such issues are often in default or have other marked shortcomings.

C- Bonds which are rated C are the lowest rated class of bonds and issues so rated can be regarded as having extremely poor prospects of ever attaining any real investment standing.

NR–Not rated by Moody’s. Moody’s applies numerical modifiers, 1, 2 and 3, in each generic rating classification from Aa through B in its bond rating system. The modifier 1 indicates that the security ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates that the issue ranks in the lower end of its generic rating category.

FITCH INVESTORS SERVICE, INC. LONG-TERM DEBT RATING DEFINITIONS

AAA–Bonds considered to be investment grade and of the highest credit quality. The obligor has an exceptionally strong ability to pay interest and repay principal, which is unlikely to be affected by reasonably foreseeable events.

AA–Bonds considered to be investment grade and of very high quality. The obligor’s ability to pay interest and repay principal is very strong, although not quite as strong as bonds rated AAA. Because bonds rated in the AAA and AA categories are not significantly vulnerable to foreseeable future developments, short-term debt of these issuers is generally rated F-1+.

A–Bonds considered to be investment grade and of high credit quality. The obligor’s ability to pay interest and repay principal is considered to be strong, but may be more vulnerable to adverse changes in economic conditions and circumstances than bonds with higher ratings.

BBB- BBB ratings indicate that there is currently a low expectation of credit risk. Capacity for timely payment of financial commitments is considered adequate, but adverse changes in circumstances and in economic conditions are more likely to impair this capacity. This is the lowest investment grade category.

BB- BB ratings indicate that there is a possibility of credit risk developing, particularly as the result of adverse economic change over time; however, business or financial alternatives may be available to allow financial commitments to be met. Securities rated in this category are not investment grade.

B- B ratings indicate that significant credit risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is contingent upon a sustained, favorable business and economic environment.

105

CCC, CC, C- Default is a real possibility. Capacity for meeting financial commitments is solely reliant upon sustained, favorable business or economic developments. A “CC” rating indicates that default of some kind appears probable. ‘C’ ratings signal imminent default.

DDD, DD, D-Securities have defaulted on some or all of their obligations. ‘DDD’ designates the highest prospect for resumption of performance or continued operation with or without a formal reorganization process. For U.S. corporates, for example, “DD” indicates potential recovery of 50%-90% of such outstanding, and “D” the lowest recovery potential, i.e. below 50%.

NR–NR indicates that Fitch does not rate the specific issue.

Plus (+) or Minus (-): Plus and minus signs are used with a rating symbol to indicate the relative position of a credit within the rating category. Plus and minus signs, however, are not used in the AAA category.

STANDARD AND POOR’S RATINGS GROUP MUNICIPAL
NOTE RATING DEFINITIONS

SP-1–Very strong or strong capacity to pay principal and interest. Those issues determined to possess overwhelming safety characteristics will be given a plus sign (+) designation.

SP-2–Satisfactory capacity to pay principal and interest.

SP-3–Speculative capacity to pay principal and interest.

MOODY’S INVESTORS SERVICE SHORT-TERM LOAN RATING DEFINITIONS

MIG1/VMIGI–This designation denotes best quality. There is a present strong protection by established cash flows, superior liquidity support or demonstrated broad based access to the market for refinancing.

MIG2/VMIG2–This designation denotes high quality. Margins of protection are ample although not so large as in the preceding group.

FITCH INVESTORS SERVICE, INC. SHORT-TERM DEBT RATING DEFINITIONS

F-1+–Exceptionally Strong Credit Quality. Issues assigned this rating are regarded as having the strongest degree of assurance for timely payment.

F-1–Very Strong Credit Quality. Issues assigned this rating reflect an assurance of timely payment only slightly less in degree than issues rated F-I+.

F-2–Good Credit Quality. Issues carrying this rating have a satisfactory degree of assurance for timely payment, but the margin of safety is not as great as the F-I + and F-1 categories.

106

F-3–Fair Credit Quality. The capacity for timely payment of financial commitments is adequate; however, near-term adverse changes could result in a reduction to non-investment grade.

B–Speculative. Minimal capacity for timely payment of financial commitments, plus vulnerability to near-term adverse changes in financial and economic conditions.

C–High Default Risk. Default is a real possibility. Capacity for meeting financial commitments is solely reliant upon a sustained, favorable business and economic environment.

D–Default. Denotes actual or imminent payment default.

STANDARD AND POOR’S RATINGS GROUP COMMERCIAL
PAPER RATING DEFINITIONS

A-1–This designation indicates that the degree of safety regarding timely payment is strong. Those issues determined to have extremely strong safety characteristics are denoted with a plus (+) sign.

A-2–Capacity for timely payment on issues with this designation is satisfactory. However, the relative degree of safety is not as high as for issues designated A-1.

A-3–Issues carrying this designation have adequate capacity for timely payment. They are, however, more vulnerable to the adverse effects of changes in circumstances than obligations carrying the higher designations.

MOODY’S INVESTORS SERVICE, INC. COMMERCIAL PAPER RATING DEFINITIONS

Prime-1 –Issuers rated Prime-1 (or related supporting institutions) have a superior capacity for repayment of senior short-term promissory obligations. Prime-1 repayment capacity will often be evidenced by the following characteristics:

•		Leading market positions in well-established industries.
•		High rates of return on funds employed.
•		Conservative capitalization structure with moderate reliance on debt and ample asset protection.
•		Broad margins in earnings coverage of fixed financial charges and high internal cash generation.
•		Well-established access to a range of financial markets and assured sources of alternate liquidity.

Prime-2–Issuers (or supporting institutions) rated Prime-2 (P-2) have a strong capacity for repayment of senior short-term debt obligations. This will normally be evidenced by many of the characteristics cited above, but to a lesser degree. Earnings trends and coverage ratios, while sound, may be more subject to variation. Capitalization characteristics, while still appropriate, may be more affected by external conditions. Ample alternate liquidity is maintained.

107

Prime-3–Issuers rated Prime-3 have an acceptable ability for payment of short-term promissory obligations.

108

APPENDIX B

Beneficial Ownership

The following table indicates the name, address, and percentage of ownership of each person who owns of record or is known by the Trust to own beneficially 5% or more of any Class of a Fund’s outstanding shares as of October 31, 2011.

Fund/Class	Percent of the Class Total Assets Held by the Shareholder
Small Cap Growth Fund I Shares FIFTH THIRD LIFEMODEL MODERATELY AGGRESSIVE FUND 38 FOUNTAIN SQUARE PLAZA MD 1090BD CINCINNATI OH 45263-0001	21.76%
Small Cap Growth Fund I Shares FIFTH THIRD LIFEMODEL MODERATE FUND 38 FOUNTAIN SQUARE PLAZA MD 1090BD CINCINNATI OH 45263-0001	20.34%
Small Cap Growth Fund I Shares FIFTH THIRD LIFEMODEL AGGRESSIVE FUND 38 FOUNTAIN SQUARE PLAZA MD 1090BD CINCINNATI OH 45263-0001	16.73%
Small Cap Growth Fund I Shares FIFTH THIRD BANK TRUST OPERATIONS 38 FOUNTAIN SQ PLAZA MD 1090F2 CINCINNATI OH 45263-0001	14.62%
Small Cap Growth Fund I Shares FIFTH THIRD BANK TRUST OPERATIONS CASH DIVS/REINVEST CAP GAINS 38 FOUNTAIN SQ PLAZA MD 1090F2 CINCINNATI OH 45263-0001	13.61%
Small Cap Growth Fund A Shares NFS LLC FEBO FIRST MERCANTILE-PREMIER TR FIFT FIRST MERCANTILE TRUST CO TTEE ATTN FUNDS MGMT 57 GERMANTOWN CT CORDOVA TN 38018-7273	20.84%
Small Cap Growth Fund B Shares NFS LLC FEBO MOHAMMAD HUSSAIN RUSKSHANDA HUSSAIN 8637 COPPER CREEK DR NEWBURGH IN 47630-3131	15.41%
Small Cap Growth Fund B Shares NFS LLC FEBO NFS FMTC IRA FBO JAMES D MAYBERRY 989 OAKWOOD AVE GURNEE IL 60031-2237	9.34%
Small Cap Growth Fund B Shares NFS LLC FEBO NFS FMTC IRA FBO GEOFFREY D WILSON 2241 BLACKMOOR PARK LN LEXINGTON KY 40509-8490	8.48%

109

Fund/Class	Percent of the Class Total Assets Held by the Shareholder
Small Cap Growth Fund C Shares NFS LLC FEBO NFS FMTC IRA FBO JOSEPH J SUM 111628 SWINFORD LANE MOKENA IL 60448	16.07%
Small Cap Growth Fund C Shares NFS LLC FEBO NFS FMTC SIMPLE IRA R O APELT SONS INC FBO DIANE L APELT 4577 GRAYTON ROAD CLEVELAND OH 44135-2325	9.81%
Small Cap Growth Fund C Shares NFS LLC FEBO ANN H FITZGIBBONS TTEE ANN FITZGIBBONS REVOCABLE TRUST U/A 9/7/05 6519 EMERALD DR BURLINGTON KY 41005-8409	8.95%
Small Cap Growth Fund C Shares CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151	7.72%
Small Cap Growth Fund C Shares NFS LLC FEBO NFS FMTC SIMPLE IRA R O APELT SONS INC FBO ALAN R APELT 4577 GRAYTON RD CLEVELAND OH 44135-2325	5.83%
Small Cap Growth Fund C Shares NFS LLC FEBO NFS/FMTC IRA FBO MARCIA L BOURAY PO BOX 305 CEDARVILLE IL 61013-0305	5.36%
Small Cap Growth Fund C Shares FIRST CLEARING LLC A/C 3429-0602 2801 MARKET ST SAINT LOUIS MO 63103-2523	5.12%
Quality Growth Fund I Shares JPMORGAN CHASE BANK AS TRUSTEE C/O JPMORGAN RPS 5500 TEAM 9300 WARD PKWY KANSAS CITY MO 64114-3317	37.16%
Quality Growth Fund I Shares FIFTH THIRD BANK TRUST OPERATIONS CASH DIVS/REINVEST CAP GAINS 38 FOUNTAIN SQ PLAZA MD 1090F2 CINCINNATI OH 45263-0001	13.88%

110

Fund/Class	Percent of the Class Total Assets Held by the Shareholder
Quality Growth Fund I Shares FIFTH THIRD BANK FBO CINTAS ATTN MICHELLE HODGEMAN MD 1090C7 38 FOUNTAIN SQUARE PLZ CINCINNATI OH 45263-0074	9.31%
Quality Growth Fund I Shares FIFTH THIRD LIFEMODEL MODERATE FUND 38 FOUNTAIN SQUARE PLAZA MD 1090BD CINCINNATI OH 45263-0001	8.9%
Quality Growth Fund I Shares FIFTH THIRD LIFEMODEL MODERATELY AGGRESSIVE FUND 38 FOUNTAIN SQUARE PLAZA MD 1090BD CINCINNATI OH 45263-0001	8.72%
Quality Growth Fund I Shares FIFTH THIRD LIFEMODEL AGGRESSIVE FUND 38 FOUNTAIN SQUARE PLAZA MD 1090BD CINCINNATI OH 45263-0001	6.76%
Quality Growth Fund I Shares FIFTH THIRD BANK TRUSTEE FBO VARIOUS FASCORP RECORD KEPT PLAN 8515 E ORCHARD RD 2T2 GREENWOOD VILLAGE CO 80111-5002	6.36%
Quality Growth Fund I Shares FIFTH THIRD BANK TRUST OPERATIONS REINVEST DIVS/REINVEST CAP GAINS 38 FOUNTAIN SQ PLAZA MD 1090F2 CINCINNATI OH 45263-0001	5.47%
Short Term Bond Fund I Shares FIFTH THIRD BANK TRUST OPERATIONS CASH DIVS/REINVEST CAP GAINS 38 FOUNTAIN SQ PLAZA MD 1090F2 CINCINNATI OH 45263-0001	47.77%
Short Term Bond Fund I Shares FIFTH THIRD LIFEMODEL MODERATE FUND 38 FOUNTAIN SQUARE PLAZA MD 1090BD CINCINNATI OH 45263-0001	15.55%
Short Term Bond Fund I Shares FIFTH THIRD BANK TRUST OPERATIONS 38 FOUNTAIN SQ PLAZA MD 1090F2 CINCINNATI OH 45263-0001	7.68%
Short Term Bond Fund I Shares FIFTH THIRD LIFEMODEL MODERATELY AGGRESSIVE FUND 38 FOUNTAIN SQUARE PLAZA MD 1090BD CINCINNATI OH 45263-0001	6.17%

111

Fund/Class	Percent of the Class Total Assets Held by the Shareholder
Short Term Bond Fund A Shares MSSB FBO HENNY OBERMAIER TTEE HENNY OBERMAIER TRUST UA U/ADTD 02/18/2000 3200 NORTH OCEAN BLVD APT 2910 FT LAUDERDALE FL 33308-7171	8.82%
Short Term Bond Fund A Shares NFS LLC FEBO FIRST MERCANTILE-PREMIER TR FIFT PREMIER TRUST ATTN FUNDS MGMT 57 GERMANTOWN CT CORDOVA TN 38018-7273	7.23%
Short Term Bond Fund A Shares NFS LLC FEBO JAN MALLEY 10838 OMAHA TRCE UNION KY 41091-9224	6.62%
Short Term Bond Fund C Shares MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DRIVE EAST JACKSONVILLE FL 32246-6484	25.35%
Short Term Bond Fund C Shares FIRST CLEARING, LLC A/C 8421-8200 2801 MARKET STREET SAINT LOUIS, MO 63103	5.7%
Small Cap Value Fund I Shares JPMORGAN CHASE BANK AS TRUSTEE C/O JPMORGAN RPS 5500 TEAM 9300 WARD PKWY KANSAS CITY MO 64114-3317	39.88%
Small Cap Value Fund I Shares FIFTH THIRD LIFEMODEL MODERATELY AGGRESSIVE FUND 38 FOUNTAIN SQUARE PLAZA MD 1090BD CINCINNATI OH 45263-0001	11.39%
Small Cap Value Fund I Shares FIFTH THIRD LIFEMODEL MODERATE FUND 38 FOUNTAIN SQUARE PLAZA MD 1090BD CINCINNATI OH 45263-0001	10.64%
Small Cap Value Fund I Shares FIFTH THIRD BANK TRUST OPERATIONS CASH DIVS/REINVEST CAP GAINS 38 FOUNTAIN SQ PLAZA MD 1090F2 CINCINNATI OH 45263-0001	10.62%
Small Cap Value Fund I Shares FIFTH THIRD BANK TRUST OPERATIONS 38 FOUNTAIN SQ PLAZA MD 1090F2 CINCINNATI OH 45263-0001	10.55%
Small Cap Value Fund I Shares FIFTH THIRD LIFEMODEL AGGRESSIVE FUND 38 FOUNTAIN SQUARE PLAZA MD 1090BD CINCINNATI OH 45263-0001	8.53%

112

Fund/Class	Percent of the Class Total Assets Held by the Shareholder
Small Cap Value Fund A Shares MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DRIVE EAST JACKSONVILLE FL 32246-6484	21.56%
Small Cap Value Fund B Shares NFS LLC FEBO NFS FMTC IRA FBO PAMELA S WEISSHAAR 8391 WYCLIFFE DR CINCINNATI OH 45244-2597	9.56%
Small Cap Value Fund B Shares NFS LLC FEBO MARY JANE SHEA JOSEPH E SHEA 555 WARREN PLAZA VALPARAISO IN 46385-6810	5.02%
Small Cap Value Fund C Shares MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DRIVE EAST JACKSONVILLE FL 32246-6484	69.24%
Small Cap Value Fund C Shares NFS LLC FEBO THE DANIEL R UNK REVOCABLE TRUST DANIEL R UNK TTEE U A 11 02 04 287 MARIAN LAKE BLVD CUYAHOGA FALLS OH 44223-1123	10.23%
Micro Cap Value Fund I Shares FIFTH THIRD BANK TRUSTEE FBO VARIOUS FASCORP RECORD KEPT PLAN 8515 E ORCHARD RD 2T2 GREENWOOD VILLAGE CO 80111-5002	30.57%
Micro Cap Value Fund I Shares OPPENHEIMER & CO INC. FBO CITY OF STAMFORD POLICEMEN PENSION TR FUND DTD 10/20/1971 MICHAEL NOTO, CHAIRMAN STAMFORD POLICE PENSION BOARD 805 BEDFORD STREET	10.85%
Micro Cap Value Fund I Shares FIFTH THIRD BANK TRUST OPERATIONS CASH DIVS/CASH CAP GAINS 38 FOUNTAIN SQ PLAZA MD 1090F2 CINCINNATI OH 45263-0001	10.73%
Micro Cap Value Fund I Shares WELLS FARGO BANK NA FBO CALGON CARBON BIG SANDY PLANT PO BOX 1533 MINNEAPOLIS MN 55480-1533	8.64%

113

Fund/Class	Percent of the Class Total Assets Held by the Shareholder
Micro Cap Value Fund I Shares MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DRIVE EAST JACKSONVILLE FL 32246-6484	8.53%
Micro Cap Value Fund I Shares WELLS FARGO BANK NA FBO CALGON CARBON SALARIED EMPLOYEES PO BOX 1533 MINNEAPOLIS MN 55480-1533	7.93%
Micro Cap Value Fund I Shares FIFTH THIRD TRUST OPERATIONS REINVEST DIVS/REINVEST CAP GAINS 38 FOUNTAIN SQ PLAZA MD 1090F2 CINCINNATI OH 45263-0001	7.02%
Micro Cap Value Fund A Shares MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DRIVE EAST JACKSONVILLE FL 32246-6484	5.43%
Micro Cap Value Fund B Shares NFS LLC FEBO WILFRED W COPA ADRIENE A COPA 3 834 EASTWIND CT NORTHBROOK IL 60062-4206	13.44%
Micro Cap Value Fund C Shares MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DRIVE EAST JACKSONVILLE FL 32246-6484	35.09%
Mid Cap Growth Fund I Shares FIFTH THIRD LIFEMODEL MODERATELY AGGRESSIVE FUND 38 FOUNTAIN SQUARE PLAZA MD 1090BD CINCINNATI OH 45263-0001	20.68%
Mid Cap Growth Fund I Shares FIFTH THIRD LIFEMODEL MODERATE FUND 38 FOUNTAIN SQUARE PLAZA MD 1090BD CINCINNATI OH 45263-0001	20.04%
Mid Cap Growth Fund I Shares FIFTH THIRD FUNDS TRUST OPERATIONS CASH DIVS/REINVEST CAP GAINS 38 FOUNTAIN SQ PLAZA MD 1090F2 CINCINNATI OH 45263-0001	17.8%
Mid Cap Growth Fund I Shares FIFTH THIRD LIFEMODEL AGGRESSIVE FUND 38 FOUNTAIN SQUARE PLAZA MD 1090BD CINCINNATI OH 45263-0001	14.9%

114

Fund/Class	Percent of the Class Total Assets Held by the Shareholder
Mid Cap Growth Fund I Shares FIFTH THIRD BANK TRUST OPERATIONS REINVEST DIVS/REINVEST CAP GAINS 38 FOUNTAIN SQ PLAZA MD 1090F2 CINCINNATI OH 45263-0001	12.04%
Mid Cap Growth Fund A Shares NFS LLC FEBO FIRST MERCANTILE TRUST CO PREMIER TRUST ATTN FUNDS MGMT 57 GERMANTOWN CT CORDOVA TN 38018-7273	15.77%
Mid Cap Growth Fund B Shares NFS LLC FEBO NFS FMTC IRA FBO JAMES W CAMP 588 NORTH 50 WEST VALPARAISO IN 46385-8967	9.59%
Mid Cap Growth Fund B Shares NFS LLC FEBO MOHAMMAD HUSSAIN RUSKSHANDA HUSSAIN 8637 COPPER CREEK DR NEWBURGH IN 47630-3131	5.68%
Mid Cap Growth Fund B Shares NFS LLC FEBO NFS FMTC IRA FBO EDWARD C JACOB 6303 AUTUMN TRAIL BURLINGTON KY 41005-8479	5.67%
Mid Cap Growth Fund C Shares MSSB FBO DANIEL ROTHMAN & JANET ROTHMAN JT TEN 2952 HAMPTON CT WANTAGH NY 11793-4608	7.3%
Mid Cap Growth Fund C Shares NFS LLC FEBO NFS FMTC IRA FBO RANDY J ZACHRITZ 6465 GLENDALE COURT FLORENCE KY 41042-4294	5.36%
Dividend Growth Fund I Shares FIFTH THIRD BANK TRUST OPERATIONS CASH DIVS/REINVEST CAP GAINS 38 FOUNTAIN SQ PLAZA MD 1090F2 CINCINNATI OH 45263-0001	42.91%
Dividend Growth Fund I Shares LEE G JORDAN AND NANCY C JORDAN JTWROS 10629 WINTERWOOD CARMEL IN 46032-8258	6.83%
Dividend Growth Fund I Shares FIFTH THIRD BANK TRUSTEE FBO VARIOUS FASCORP RECORD KEPT PLAN 8515 E ORCHARD RD 2T2 GREENWOOD VILLAGE CO 80111-5002	6.77%
Dividend Growth Fund I Shares TD AMERITRADE INC FOR THE EXCLUSIVE BENEFIT OF OUR CLIENTS PO BOX 2226 OMAHA NE 68103-2226	5.82%

115

Fund/Class	Percent of the Class Total Assets Held by the Shareholder
Dividend Growth Fund I Shares STATE STREET BANK & TRUST CO CUST FOR THE IRA RICHARD F GRAFFIS 4242 N PENNSYLVANIA ST INDIANAPOLIS IN 46205-2613	5.47%
Dividend Growth Fund B Shares NFS LLC FEBO HARVEY NESSER HELAINE M NESSER 5471 BLUE ASH ROAD COLUMBUS OH 43229-3630	53.75%
Dividend Growth Fund B Shares NFS LLC FEBO NFS/FMTC ROTH IRA FBO KATHERINE A RAKER 4868 LAKE VALENCIA BLVD E PALM HARBOR FL 34684-4005	8.75%
Dividend Growth Fund B Shares NFS LLC FEBO NFS FMTC IRA FBO KATHLEEN SOUTHERN 1119 CULPEPPER CIRCLE FRANKLIN TN 37064-8959	5.59%
Dividend Growth Fund C Shares MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DRIVE EAST JACKSONVILLE FL 32246-6484	20.71%
Dividend Growth Fund C Shares NFS LLC FEBO ROBERT JOSEPH BLUM III ROBERTA ANN BLUM 4795 CHAPEL RIDGE DR CINCINNATI OH 45223-1274	12.66%
Dividend Growth Fund C Shares NFS LLC FEBO NFS FMTC IRA FBO EDWARD J TROYAN 409 WHITTLESEY DR TALLMADGE OH 44278-1678	12.17%
Equity Index Fund I Shares FIFTH THIRD BANK TRUSTEE FBO VARIOUS FASCORP RECORD KEPT PLAN 8515 E ORCHARD RD 2T2 GREENWOOD VILLAGE CO 80111-5002	57.2%
Equity Index Fund I Shares JPMORGAN CHASE BANK AS TRUSTEE C/O JPMORGAN RPS 5500 TEAM 9300 WARD PKWY KANSAS CITY MO 64114-3317	22.99%
Equity Index Fund I Shares FIFTH THIRD BANK TRUST OPERATIONS CASH DIVS/REINVEST CAP GAINS 38 FOUNTAIN SQ PLAZA MD 1090F2 CINCINNATI OH 45263-0001	6.38%
Equity Index Fund I Shares PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	5.08%

116

Fund/Class	Percent of the Class Total Assets Held by the Shareholder
Equity Index Fund A Shares FIFTH THIRD BANK TRUSTEE FBO VARIOUS FASCORP RECORD KEPT PLAN 8515 E ORCHARD RD 2T2 GREENWOOD VILLAGE CO 80111-5002	54.27%
Equity Index Fund A Shares NFS LLC FEBO FIRST MERCANTILE-PREMIER TR FIFT FIRST MERCANTILE TRUST CO TTEE ATTN FUNDS MGMT 57 GERMANTOWN CT CORDOVA TN 38018-7273	17.47%
Equity Index Fund C Shares MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DRIVE EAST JACKSONVILLE FL 32246-6484	28.18
Equity Index Fund C Shares NFS LLC FEBO NFS FMTC IRA FBO MARC MANLY 9200 OLD INDIAN HILL RD CINCINNATI OH 45243-3438	16.4
Equity Index Fund C Shares RAYMOND JAMES & ASSOC INC FBO GREGORY BERRYMAN & LAUREL WOMEN’S HEALTH CENTER INC 401K FBO LAUREL WRIGHT 1600 N GRAND AVE STE 400 PUEBLO CO 81003-2760	6.13%
Equity Index Fund S Shares FIFTH THIRD BANK TRUSTEE FBO VARIOUS FASCORP RECORD KEPT PLAN 8515 E ORCHARD RD 2T2 GREENWOOD VILLAGE CO 80111-5002	69.85%
Equity Index Fund S Shares FIFTH THIRD BANK TRUST OPERATIONS CASH DIVS/REINVEST CAP GAINS 38 FOUNTAIN SQ PLAZA MD 1090F2 CINCINNATI OH 45263-0001	16.04%
Equity Index Fund S Shares FIFTH THIRD BANK TRUST OPERATIONS 38 FOUNTAIN SQ PLAZA MD 1090F2 CINCINNATI OH 45263-0001	14.11%
Equity Index Fund P Shares FIFTH THIRD BANK TRUSTEE FBO VARIOUS FASCORP RECORD KEPT PLAN 8515 E ORCHARD RD 2T2 GREENWOOD VILLAGE CO 80111-5002	54.86%
Equity Index Fund P Shares FIFTH THIRD BANK FBO CINTAS ATTN MICHELLE HODGEMAN MD 1090C7 38 FOUNTAIN SQUARE PLZ CINCINNATI OH 45263-0074	36.92%

117

Fund/Class	Percent of the Class Total Assets Held by the Shareholder
Equity Index Fund P Shares FIFTH THIRD BANK TRUST OPERATIONS 38 FOUNTAIN SQ PLAZA MD 1090F2 CINCINNATI OH 45263-0001	7.25%
Equity Index Fund T Shares FIFTH THIRD BANK TRUST OPERATIONS CASH DIVS/REINVEST CAP GAINS 38 FOUNTAIN SQ PLAZA MD 1090F2 CINCINNATI OH 45263-0001	91.97%
Structured Large Cap Plus Fund I Shares FIFTH THIRD LIFEMODEL MODERATE FUND 38 FOUNTAIN SQUARE PLAZA MD 1090BD CINCINNATI OH 45263-0001	31.27%
Structured Large Cap Plus Fund I Shares FIFTH THIRD LIFEMODEL MODERATELY AGGRESSIVE FUND 38 FOUNTAIN SQUARE PLAZA MD 1090BD CINCINNATI OH 45263-0001	31%
Structured Large Cap Plus Fund I Shares FIFTH THIRD LIFEMODEL AGGRESSIVE FUND 38 FOUNTAIN SQUARE PLAZA MD 1090BD CINCINNATI OH 45263-0001	25.78%
Structured Large Cap Plus Fund B Shares NFS LLC FEBO NFS/FMTC IRA FBO ANTHONY R GEACH 8258 MIDNIGHT PASS RD SARASOTA FL 34242-2731	27.74%
Structured Large Cap Plus Fund B Shares SUSAN M MC GUINNESS C F MARGIT MC GUINNESS UTMA IL 240 BERKLEY ELMHURST IL 60126-3167	17.14%
Structured Large Cap Plus Fund B Shares OPPENHEIMER & CO INC. FBO SUSAN M MC GUINNESS C/F KATHLEEN MC GUINNESS UTMA/IL 240 BERKLEY ELMHURST IL 60126-3167	6.11%
Structured Large Cap Plus Fund C Shares MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOME 4800 DEER LAKE DRIVE EAST JACKSONVILLE FL 32246-6484	78.54%
Structured Large Cap Plus Fund C Shares NFS LLC FEBO NFS FMTC IRA FBO VIRGINIA KAY PETERS 1787 ARCADIA AVE OBETZ OH 43207-4409	11.34%
Structured Large Cap Plus Fund C Shares MSSB C/F ROBERT C REEVES IRA ROLLOVER DATED 08/04/09 38 RIDGELINE DR EUGENE OR 97405-3578	6.54%

118

Fund/Class	Percent of the Class Total Assets Held by the Shareholder
All Cap Value Fund I Shares FIFTH THIRD LIFEMODEL MODERATELY AGGRESSIVE FUND 38 FOUNTAIN SQUARE PLAZA MD 1090BD CINCINNATI OH 45263-0001	20.05%
All Cap Value Fund I Shares FIFTH THIRD LIFEMODEL MODERATE FUND 38 FOUNTAIN SQUARE PLAZA MD 1090BD CINCINNATI OH 45263-0001	19.2%
All Cap Value Fund I Shares FIFTH THIRD BANK TRUSTEE FBO VARIOUS FASCORP RECORD KEPT PLA 8515 E ORCHARD RD 2T2 GREENWOOD VILLAGE CO 80111-5002	15.73%
All Cap Value Fund I Shares FIFTH THIRD LIFEMODEL AGGRESSIVE FUND 38 FOUNTAIN SQUARE PLAZA MD 1090BD CINCINNATI OH 45263-0001	14.85%
All Cap Value Fund I Shares FIFTH THIRD BANK TRUST OPERATIONS CASH DIVS/REINVEST CAP GAINS 38 FOUNTAIN SQ PLAZA MD 1090F2 CINCINNATI OH 45263-0001	13.96%
All Cap Value Fund I Shares FIFTH THIRD BANK TRUST OPERATIONS A/C 38 38 0026216246 38 FOUNTAIN SQ PLAZA MD 1090F2 CINCINNATI OH 45263-0001	6.46%
All Cap Value Fund C Shares MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DRIVE EAST JACKSONVILLE FL 32246-6484	42.47%
Disciplined Large Cap Value Fund I Shares JPMORGAN CHASE BANK AS TRUSTEE C/O JPMORGAN RPS 5500 TEAM 9300 WARD PKWY KANSAS CITY MO 64114-3317	28.02%
Disciplined Large Cap Value Fund I Shares FIFTH THIRD BANK TRUST OPERATIONS CASH DIVS/REINVEST CAP GAINS 38 FOUNTAIN SQ PLAZA MD 1090F2 CINCINNATI OH 45263-0001	18.3%
Disciplined Large Cap Value Fund I Shares FIFTH THIRD LIFEMODEL MODERATELY AGGRESSIVE FUND 38 FOUNTAIN SQUARE PLAZA MD 1090BD CINCINNATI OH 45263-0001	12.69%
Disciplined Large Cap Value Fund I Shares FIFTH THIRD LIFEMODEL MODERATE FUND 38 FOUNTAIN SQUARE PLAZA MD 1090BD CINCINNATI OH 45263-0001	12.5%

119

Fund/Class	Percent of the Class Total Assets Held by the Shareholder
Disciplined Large Cap Value Fund I Shares FIFTH THIRD LIFEMODEL AGGRESSIVE FUND 38 FOUNTAIN SQUARE PLAZA MD 1090BD CINCINNATI OH 45263-0001	9.85%
Disciplined Large Cap Value Fund I Shares FIFTH THIRD BANK TRUSTEE FBO VARIOUS FASCORP RECORD KEPT PLAN 8515 E ORCHARD RD 2T2 GREENWOOD VILLAGE CO 80111-5002	5.79%
Disciplined Large Cap Value Fund I Shares FIFTH THIRD BANK TRUST OPERATIONS REINVEST DIVS/REINVEST CAP GAINS 38 FOUNTAIN SQ PLAZA MD 1090F2 CINCINNATI OH 45263-0001	5.51%
Disciplined Large Cap Value Fund A Shares FIFTH THIRD BANK TRUSTEE FBO VARIOUS FASCORP RECORD KEPT PLAN 8515 E ORCHARD RD 2T2 GREENWOOD VILLAGE CO 80111-5002	20.94%
Disciplined Large Cap Value Fund A Shares NFS LLC FEBO FIRST MERCANTILE-PREMIER TR FIFT FIRST MERCANTILE TRUST CO TTEE ATTN FUNDS MGMT 57 GERMANTOWN CT CORDOVA TN 38018-7273	17.24%
Disciplined Large Cap Value Fund B Shares PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	5.03%
Disciplined Large Cap Value Fund C Shares MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DRIVE EAST JACKSONVILLE FL 32246-6484	25.48%
Disciplined Large Cap Value Fund C Shares NFS LLC FEBO GEORGE H HOMAN CAROL H HOMAN 3756 E TAYLOR SCHOOL RD HAMILTON OH 45011-8443	8.07%
Disciplined Large Cap Value Fund C Shares NFS LLC FEBO THOMAS E BRINKMAN SR TTEE THOMAS E BRINKMAN SR REVOC TR U A 12 29 93 2975 ALPINE TERRACE CINCINNATI OH 45208-3407	8.03%
Strategic Income Fund I Shares FIFTH THIRD BANK TRUST OPERATIONS CASH DIVS/CASH CAP GAINS 38 FOUNTAIN SQ PLAZA MD 1090F2 CINCINNATI OH 45263-0001	63.21%

120

Fund/Class	Percent of the Class Total Assets Held by the Shareholder
Strategic Income Fund I Shares FIFTH THIRD LIFEMODEL MODERATE FUND 38 FOUNTAIN SQUARE PLAZA MD 1090BD CINCINNATI OH 45263-0001	9.03%
Strategic Income Fund I Shares FIFTH THIRD BANK TRUST OPERATIONS 38 FOUNTAIN SQ PLAZA MD 1090F2 CINCINNATI OH 45263-0001	8.74%
Strategic Income Fund A Shares MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DRIVE EAST JACKSONVILLE FL 32246-6484	6.6%
Strategic Income Fund B Shares NFS LLC FEBO NFS FMTC ROLLOVER IRA FBO ABBAS F HAZRAT 1S319 CHURCH AVENUE LOMBARD IL 60148-4720	11.1%
Strategic Income Fund B Shares RAYMOND JAMES & ASSOC INC CSDN FBO CAROL BLACK IRA 8010 STONEGATE DR CINCINNATI OH 45255-3179	6.82%
Strategic Income Fund B Shares PRIMEVEST FINANCIAL SVCS FBO KURT F KAUPISCH IRA 400 1ST ST S STE 300 PO BOX 283 SAINT CLOUD MN 56302-0283	6.74%
Strategic Income Fund C Shares MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DRIVE EAST JACKSONVILLE FL 32246-6484	12.62%
High Yield Bond Fund I Shares FIFTH THIRD BANK TRUST OPERATIONS CASH DIVS/REINVEST CAP GAINS 38 FOUNTAIN SQ PLAZA MD 1090F2 CINCINNATI OH 45263-0001	77.81%
High Yield Bond Fund I Shares TD AMERITRADE INC FOR THE EXCLUSIVE BENEFIT OF OUR CLIENTS PO BOX 2226 OMAHA NE 68103-2226	9.77%
High Yield Bond Fund I Shares FIFTH THIRD BANK TRUST OPERATIONS REINVEST DIVS/REINVEST CAP GAINS 38 FOUNTAIN SQ PLAZA MD 1090F2 CINCINNATI OH 45263-0001	6.51%

121

Fund/Class	Percent of the Class Total Assets Held by the Shareholder
High Yield Bond Fund A Shares MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DRIVE EAST JACKSONVILLE FL 32246-6484	10.79%
High Yield Bond Fund A Shares NFS LLC FEBO NFS/FMTC ROLLOVER IRA FBO DANIEL EUGENE ALLEN 131 ENCANTO DR ESCONDIDO CA 92027-3517	10.54%
High Yield Bond Fund B Shares NFS LLC FEBO TERRY L KELLER 23294 PINETREE CIRCLE MACOMB MI 48042-5360	37.8%
High Yield Bond Fund B Shares NFS LLC FEBO NFS FMTC IRA FBO BARBARA A BEYER 7214 BELLOWIND COURT REYNOLDSBURG OH 43068-6020	34.8%
High Yield Bond Fund B Shares NFS LLC FEBO NFS FMTC ROTH IRA FBO RICHARD J MARTIN 348 DARBYHURST ROAD COLUMBUS OH 43228-1323	7.09%
High Yield Bond Fund C Shares MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DRIVE EAST JACKSONVILLE FL 32246-6484	16.58%
Total Return Bond Fund I Shares FIFTH THIRD LIFEMODEL MODERATE FUND 38 FOUNTAIN SQUARE PLAZA MD 1090BD CINCINNATI OH 45263-0001	32.45%
Total Return Bond Fund I Shares FIFTH THIRD BANK TRUST OPERATIONS CASH DIVS/REINVEST CAP GAINS 38 FOUNTAIN SQ PLAZA MD 1090F2 CINCINNATI OH 45263-0001	22.09%
Total Return Bond Fund I Shares FIFTH THIRD LIFEMODEL MODERATELY AGGRESSIVE FUND 38 FOUNTAIN SQUARE PLAZA MD 1090BD CINCINNATI OH 45263-0001	12.55%
Total Return Bond Fund I Shares FIFTH THIRD BANK TRUST OPERATIONS REINVEST DIVS/REINVEST CAP GAINS 38 FOUNTAIN SQ PLAZA MD 1090F2 CINCINNATI OH 45263-0001	9.59%

122

Fund/Class	Percent of the Class Total Assets Held by the Shareholder
Total Return Bond Fund I Shares FIFTH THIRD LIFEMODEL CONSERVATIVE FUND 38 FOUNTAIN SQUARE PLAZA MD 1090BD CINCINNATI OH 45263-0001	9.37%
Total Return Bond Fund I Shares FIFTH THIRD LIFEMODEL MODERATELY CONSERVATIVE FUND 38 FOUNTAIN SQUARE PLAZA MD 1090BD CINCINNATI OH 45263-0001	8.69%
Total Return Bond Fund A Shares NFS LLC FEBO FIRST MERCANTILE-PREMIER TR FIFT PREMIER TRUST ATTN FUNDS MGMT 57 GERMANTOWN CT CORDOVA TN 38018-7273	12.3%
Total Return Bond Fund B Shares NFS LLC FEBO NFS FMTC IRA FBO ANNA M BALL 274 MAHER ROAD WALTON KY 41094-9707	12.52%
Total Return Bond Fund B Shares NFS LLC FEBO NFS FMTC IRA FBO REGINALD J GROVES 1753 HAMPSTEAD CT VALPARAISO IN 46385-8198	9.11%
Total Return Bond Fund B Shares NFS LLC FEBO YI ZHU 2517 INDEPENDENCE AVE GLENVIEW IL 60026-7730	7.61%
Total Return Bond Fund B Shares NFS LLC FEBO RAYMOND D PAGE RHONDA C PAGE 2241 FELDMAN AVE CINCINNATI OH 45212-1518	6.45%
Total Return Bond Fund C Shares MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DRIVE EAST JACKSONVILLE FL 32246-6484	12.8%
Total Return Bond Fund C Shares NFS LLC FEBO GINO GIORGETTI PIERA GIORGETTI VIA A GRAMSCI 12 FORNACETTE PISA 56012 ITALY	12.25%
Total Return Bond Fund C Shares NFS LLC FEBO DOLORES J LESSIG 2841 LONDON DR STOW OH 44224-3713	6.13%

123

Fund/Class	Percent of the Class Total Assets Held by the Shareholder
Total Return Bond Fund C Shares NFS LLC FEBO NFS FMTC IRA FBO ALBERT E PIERCE 10404 HWY 27 LOT 396 FROSTPROOF FL 33843-5203	5.18%
International Equity Fund I Shares JPMORGAN CHASE BANK AS TRUSTEE C/O JPMORGAN RPS 5500 TEAM 9300 WARD PKWY KANSAS CITY MO 64114-3317	24.29%
International Equity Fund I Shares FIFTH THIRD BANK TRUST OPERATIONS REINVEST DIVS/REINVEST CAP GAINS 38 FOUNTAIN SQ PLAZA MD 1090F2 CINCINNATI OH 45263-0001	21.03%
International Equity Fund I Shares FIFTH THIRD BANK TRUST OPERATIONS CASH DIVS/REINVEST CAP GAINS 38 FOUNTAIN SQ PLAZA MD 1090F2 CINCINNATI OH 45263-0001	15.56%
International Equity Fund I Shares FIFTH THIRD LIFEMODEL MODERATELY AGGRESSIVE FUND 38 FOUNTAIN SQUARE PLAZA MD 1090BD CINCINNATI OH 45263-0001	12.3%
International Equity Fund I Shares FIFTH THIRD LIFEMODEL MODERATE FUND 38 FOUNTAIN SQUARE PLAZA MD 1090BD CINCINNATI OH 45263-0001	12.01%
International Equity Fund I Shares FIFTH THIRD LIFEMODEL AGGRESSIVE FUND 38 FOUNTAIN SQUARE PLAZA MD 1090BD CINCINNATI OH 45263-0001	9.02%
International Equity Fund A Shares NFS LLC FEBO FIRST MERCANTILE-PREMIER TR FIFT FIRST MERCANTILE TRUST CO TTEE ATTN FUNDS MGMT 57 GERMANTOWN CT CORDOVA TN 38018-7273	24.88%
International Equity Fund C Shares NFS LLC FEBO NFS FMTC IRA FBO RHONDA M GIEDD 345 NORTH HARRISON BOX 411 CEDARVILLE IL 61013-0411	8.36%
International Equity Fund C Shares NFS LLC FEBO NFS FMTC IRA FBO CHARLES E RODERICK 2388 EAGLE DR FREEPORT IL 61032-8575	6.21%

124

Fund/Class	Percent of the Class Total Assets Held by the Shareholder
International Equity Fund C Shares NFS LLC FEBO NFS/FMTC IRA FBO FRANK WATSON PARSONS 1025 ANTHONY DR MUSKEGON MI 49441-7304	6.16%
International Equity Fund C Shares NFS LLC FEBO NFS FMTC IRA FBO LEE SHANK 19846 HENRY RD CLEVELAND OH 44126-1646	5.04%
Institutional Government Money Market Fund I Shares FIFTH THIRD BANK TRUST OPERATIONS CASH DIVS/CASH CAP GAINS 38 FOUNTAIN SQ PLAZA MD 1090F2 CINCINNATI OH 45263-0001	43.82%
Institutional Government Money Market Fund I Shares NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT 5TH FL 200 LIBERTY ST FL 5 NEW YORK NY 10281-5503	30.5%
Institutional Government Money Market Fund I Shares BANK OF NEW YORK HARE & CO ATTN STIF/MASTER NOTE 111 SANDERS CREEK PKWY EAST SYRACUSE NY 13057-1381	11.49%
Institutional Government Money Market Fund S Shares NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT 5TH FL 200 LIBERTY ST FL 5 NEW YORK NY 10281-5503	53.73%
Institutional Government Money Market Fund S Shares FIFTH THIRD BANK TRUST OPERATIONS CASH DIVS/CASH CAP GAINS 38 FOUNTAIN SQ PLAZA MD 1090F2 CINCINNATI OH 45263-0001	46.27%
Institutional Government Money Market Fund P Shares NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT 5TH FL 200 LIBERTY ST FL 5 NEW YORK NY 10281-5503	68.78%
Institutional Government Money Market Fund P Shares BANK OF NEW YORK HARE & CO ATTN STIF/MASTER NOTE 111 SANDERS CREEK PKWY EAST SYRACUSE NY 13057-1381	28.4%

125

Fund/Class	Percent of the Class Total Assets Held by the Shareholder
Institutional Government Money Market Fund T Shares FIFTH THIRD BANK TRUST OPERATIONS CASH DIVS/CASH CAP GAINS 38 FOUNTAIN SQ PLAZA MD 1090F2 CINCINNATI OH 45263-0001	83.04%
Institutional Government Money Market Fund T Shares NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT 5TH FL 200 LIBERTY ST FL 5 NEW YORK NY 10281-5503	16.96%
Prime Money Market Fund I Shares FIFTH THIRD BANK TRUST OPERATIONS CASH DIVS/CASH CAP GAINS 38 FOUNTAIN SQ PLAZA MD1090F2 CINCINNATI OH 45263-0001	76.61%
Prime Money Market Fund I Shares NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT 5TH FL 200 LIBERTY ST FL 5 NEW YORK NY 10281-5503	11.22%
Prime Money Market Fund I Shares FIFTH THIRD BANK TRUSTEE FBO VARIOUS FASCORP RECORD KEPT PLAN 8515 E ORCHARD RD 2T2 GREENWOOD VILLAGE CO 80111-5002	10.25%
Prime Money Market Fund A Shares NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT 5TH FL 200 LIBERTY ST FL 5 NEW YORK NY 10281-5503	98.45%
Prime Money Market Fund B Shares NFS LLC FEBO NFS FMTC ROLLOVER IRA FBO MRS KAREN L KOCAB MRS KAREN KOCAB 1331 E WALLINGS ROAD BROADVIEW HEIGHTS OH 44147-1317	10.07%
Prime Money Market Fund B Shares NFS LLC FEBO NFS/FMTC ROLLOVER IRA FBO CLYDE M SCHULZE CLYDE M. SCHULZE 3327 TRIPOLI BLVD PUNTA GORDA FL 33950-7818	7.5%
Prime Money Market Fund B Shares NFS LLC FEBO NFS FMTC IRA FBO MELVIN J MEANY 7805 MANGO DRIVE LOUISVILLE KY 40258-2350	6.82%

126

Fund/Class	Percent of the Class Total Assets Held by the Shareholder
Prime Money Market Fund B Shares NFS LLC FEBO NFS FMTC IRA FBO PATRICIA BLANKENSHIP 311 COLEBROOK TROY MI 48083-5002	5.33%
Prime Money Market Fund C Shares NFS LLC FEBO VIVIAN M SMITH 1205 ORCHARD ST OWOSSO MI 48867-4918	25.4%
Prime Money Market Fund C Shares FIRST CLEARING LLC 2801 MARKET STREET SAINT LOUIS MO 63103-2523	21.18%
Prime Money Market Fund C Shares NFS LLC FEBO ELAINE BERWITT 2794 SHAKERCREST BLVD BEACHWOOD OH 44122-2326	11.49%
Prime Money Market Fund C Shares NFS LLC FEBO NFS FMTC IRA FBO WILLIAM I NELSON 984 NORTH 200 WEST VALPARAISO IN 46385-8520	11.08%
Prime Money Market Fund C Shares FIRST CLEARING LLC 2801 MARKET STREET SAINT LOUIS MO 63103-2523	6.53%
Prime Money Market Fund C Shares FIRST CLEARING LLC 2801 MARKET STREET SAINT LOUIS MO 63103-2523	5.3%
Prime Money Market Fund C Shares NFS LLC FEBO NFS FMTC SEP IRA FBO GREGG S THEOBALD 410 MAIN ST LAFAYETTE IN 47901-1368	5.06%
Institutional Money Market Fund I Shares FIFTH THIRD BANK TRUST OPERATIONS CASH DIVS/CASH CAP GAINS 38 FOUNTAIN SQ PLAZA MD 1090F2 CINCINNATI OH 45263-0001	45.85%
Institutional Money Market Fund I Shares NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT 5TH FL 200 LIBERTY ST FL 5 NEW YORK NY 10281-5503	26.89%

127

Fund/Class	Percent of the Class Total Assets Held by the Shareholder
Institutional Money Market Fund I Shares JPMORGAN RETIREMENT PLAN SERVICES CUSTODIAN STEELCASE P/S MONEY MARKET FUND 9300 WARD PKWY FL 1N KANSAS CITY MO 64114-3317	6.09%
Institutional Money Market Fund S Shares FIFTH THIRD BANK TRUST OPERATIONS CASH DIVS/CASH CAP GAINS 38 FOUNTAIN SQ PLAZA MD 1090F2 CINCINNATI OH 45263-0001	65.93%
Institutional Money Market Fund S Shares NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT 5TH FL 200 LIBERTY ST FL 5 NEW YORK NY 10281-5503	34.07%
Institutional Money Market Fund P Shares NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT 5TH FL 200 LIBERTY ST FL 5 NEW YORK NY 10281-5503	83.08%
Institutional Money Market Fund P Shares FIFTH THIRD BANK TRUST OPERATIONS CASH DIVS/CASH CAP GAINS 38 FOUNTAIN SQ PLAZA MD 1090F2 CINCINNATI OH 45263-0001	16.92%
Institutional Money Market Fund T Shares FIFTH THIRD BANK TRUST OPERATIONS CASH DIVS/CASH CAP GAINS 38 FOUNTAIN SQ PLAZA MD 1090F2 CINCINNATI OH 45263-0001	87.71%
Institutional Money Market Fund T Shares NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT 5TH FL 200 LIBERTY ST FL 5 NEW YORK NY 10281-5503	12.29%
U.S. Treasury Money Market Fund I Shares FIFTH THIRD BANK TRUST OPERATIONS CASH DIVS/CASH CAP GAINS 38 FOUNTAIN SQ PLAZA MD 1090F2 CINCINNATI OH 45263-0001	63.56%
U.S. Treasury Money Market Fund I Shares NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT 5TH FL 200 LIBERTY ST FL 5 NEW YORK NY 10281-5503	20.04%

128

Fund/Class	Percent of the Class Total Assets Held by the Shareholder
U.S. Treasury Money Market Fund I Shares BANK OF NEW YORK HARE & CO ATTN STIF/MASTER NOTE 111 SANDERS CREEK PKWY EAST SYRACUSE NY 13057-1381	11.18%
U.S. Treasury Money Market Fund S Shares FIFTH THIRD BANK TRUST OPERATIONS CASH DIVS/CASH CAP GAINS 38 FOUNTAIN SQ PLAZA MD 1090F2 CINCINNATI OH 45263-0001	97.14%
U.S. Treasury Money Market Fund P Shares NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT 5TH FL 200 LIBERTY ST FL 5 NEW YORK NY 10281-5503	41.22%
U.S. Treasury Money Market Fund P Shares BANK OF NEW YORK HARE & CO ATTN STIF/MASTER NOTE 111 SANDERS CREEK PKWY EAST SYRACUSE NY 13057-1381	37.61%
U.S. Treasury Money Market Fund P Shares FIFTH THIRD BANK TRUST OPERATIONS CASH DIVS/CASH CAP GAINS 38 FOUNTAIN SQ PLAZA MD 1090F2 CINCINNATI OH 45263-0001	20.81%
U.S. Treasury Money Market Fund T Shares FIFTH THIRD BANK TRUST OPERATIONS CASH DIVS/CASH CAP GAINS 38 FOUNTAIN SQ PLAZA MD 1090F2 CINCINNATI OH 45263-0001	100%
LifeModel Aggressive Fund I Shares JPMORGAN CHASE BANK AS TRUSTEE C/O JPMORGAN RPS 5500 TEAM 9300 WARD PKWY KANSAS CITY MO 64114-3317	53.16%
LifeModel Aggressive Fund I Shares FIFTH THIRD BANK TRUSTEE FBO VARIOUS FASCORP RECORD KEPT PLAN 8515 E ORCHARD RD 2T2 GREENWOOD VILLAGE CO 80111-5002	38%
LifeModel Aggressive Fund A Shares NFS LLC FEBO PREMIER TRUST FMT 5TH 3RD LIFE M FIRST MERCANTILE TRUST TTEE U A 12 23 97 57 GERMANTOWN CT FL 4 CORDOVA TN 38018-4274	31.44%
LifeModel Aggressive Fund C Shares NFS LLC FEBO DREW M FERGUSON DREW M FERGUSON 33393 ELECTRIC BLVD APT D-4 AVON LAKE OH 44012-1259	8.28%

129

Fund/Class	Percent of the Class Total Assets Held by the Shareholder
LifeModel Aggressive Fund C Shares NFS LLC FEBO BENJAMIN C SUN 11760 WELTERS WAY EDEN PRAIRIE MN 55347-2837	7.39%
LifeModel Aggressive Fund C Shares NFS LLC FEBO CHARLES F ADLER CUST JOSEPH FRANKLIN LAMOSEK UTMA OH 1111 SUPERIOR AVE E STE 1000 CLEVELAND OH 44114-2568	6.33%
LifeModel Aggressive Fund C Shares NFS LLC FEBO CHARLES F ADLER CUST MATTHEW RUSSELL LAMOSEK UTMA OH 1111 SUPERIOR AVE E STE 1000 CLEVELAND OH 44114-2568	5.99%
LifeModel Aggressive Fund C Shares NFS LLC FEBO CHARLES F ADLER CUST KAITLYN RENEE LAMOSEK UTMA OH 1111 SUPERIOR AVE E STE 1000 CLEVELAND OH 44114-2568	5.87%
LifeModel Moderate Aggressive Fund I Shares FIFTH THIRD BANK TRUSTEE FBO VARIOUS FASCORP RECORD KEPT PLAN 8515 E ORCHARD RD 2T2 GREENWOOD VILLAGE CO 80111-5002	47.63%
LifeModel Moderate Aggressive Fund I Shares JPMORGAN CHASE BANK AS TRUSTEE C/O JPMORGAN RPS 5500 TEAM 9300 WARD PKWY KANSAS CITY MO 64114-3317	36.29%
LifeModel Moderate Aggressive Fund I Shares FIFTH THIRD BANK TRUST OPERATIONS REINVEST DIVS/REINVEST CAP GAINS 38 FOUNTAIN SQ PLAZA MD 1090F2 CINCINNATI OH 45263-0001	6.67%
LifeModel Moderate Aggressive Fund I Shares NFS LLC FEBO PREMIER TRUST FIRST MERCANTILE TRUST CO SPECTRUM CLEARING ACCOUNT 57 GERMANTOWN CT STE 400 CORDOVA TN 38018-4274	6.16%
LifeModel Moderate Aggressive Fund A Shares NFS LLC FEBO PREMIER TRUST FMT 5TH 3RD LIFE M FIRST MERCANTILE TRUST TTEE U A 12 23 97 57 GERMANTOWN CT FL 4 CORDOVA TN 38018-4274	18.31%
LifeModel Moderate Fund I Shares JPMORGAN CHASE BANK AS TRUSTEE C/O JPMORGAN RPS 5500 TEAM 9300 WARD PKWY KANSAS CITY MO 64114-3317	57.53%

130

Fund/Class	Percent of the Class Total Assets Held by the Shareholder
LifeModel Moderate Fund I Shares FIFTH THIRD BANK TRUSTEE FBO VARIOUS FASCORP RECORD KEPT PLAN 8515 E ORCHARD RD 2T2 GREENWOOD VILLAGE CO 80111-5002	37.12%
LifeModel Moderate Fund A Shares NFS LLC FEBO PREMIER TRUST FMT 5TH 3RD LIFE M FIRST MERCANTILE TRUST TTEE U A 12 23 97 57 GERMANTOWN CT FL 4 CORDOVA TN 38018-4274	25.82%
LifeModel Moderate Conservative Fund I Shares FIFTH THIRD BANK TRUSTEE FBO VARIOUS FASCORP RECORD KEPT PLAN 8515 E ORCHARD RD 2T2 GREENWOOD VILLAGE CO 80111-5002	49.27%
LifeModel Moderate Conservative Fund I Shares JPMORGAN CHASE BANK AS TRUSTEE C/O JPMORGAN RPS 5500 TEAM 9300 WARD PKWY KANSAS CITY MO 64114-3317	25.77%
LifeModel Moderate Conservative Fund I Shares NFS LLC FEBO PREMIER TRUST FIRST MERCANTILE TRUST CO SPECTRUM CLEARING ACCOUNT 57 GERMANTOWN CT STE 400 CORDOVA TN 38018-4274	11.31%
LifeModel Moderate Conservative Fund I Shares FIFTH THIRD BANK TRUST OPERATIONS REINVEST DIVS/REINVEST CAP GAINS 38 FOUNTAIN SQ PLAZA MD 1090F2 CINCINNATI OH 45263-0001	8.39%
LifeModel Moderate Conservative Fund A Shares NFS LLC FEBO PREMIER TRUST FMT 5TH 3RD LIFE M FIRST MERCANTILE TRUST TTEE U A 12 23 97 57 GERMANTOWN CT FL 4 CORDOVA TN 38018-4274	26.27%
LifeModel Moderate Conservative Fund C Shares NFS LLC FEBO LOUIS A VOLPE CATHERINE A VOLPE 101 MCCOLLOCH DRIVE WHEELING WV 26003-8007	17.82%
LifeModel Moderate Conservative Fund C Shares FIRST CLEARING, LLC A/C 3186-7095 EDWIN BODOURIAN TOD REGISTRATION 701 CENTER AVENUE #707 BLAWNOX PA 15238-3263	11.71%
LifeModel Moderate Conservative Fund C Shares NFS LLC FEBO ROBERT M BURNS TOD KAREN HAYSLETT 8745 N UNION SHELBY RD PIQUA OH 45356-8515	5.7%

131

Fund/Class	Percent of the Class Total Assets Held by the Shareholder
LifeModel Moderate Conservative Fund C Shares NFS LLC FEBO NFS FMTC ROLLOVER IRA FBO MR ARTHUR H REIBER JR ARTHUR H REIBER JR 1586 SOUTH CHARLESTON ROAD JAMESTOWN OH 45335-8788	5.5%
LifeModel Moderate Conservative Fund C Shares NFS LLC FEBO SHIRLEY A GOODEN TOD GERALD A KULMAN 33875 KIELY DR APT S502 CHESTERFIELD MI 48047-4430	5.46%
LifeModel Moderate Conservative Fund C Shares NFS LLC FEBO NFS FMTC IRA FBO H S SKINNER 19750 MATTHEW RD MORRISON IL 61270-9552	5.14%
LifeModel Conservative Fund I Shares FIFTH THIRD BANK TRUSTEE FBO VARIOUS FASCORP RECORD KEPT PLAN 8515 E ORCHARD RD 2T2 GREENWOOD VILLAGE CO 80111-5002	57.53%
LifeModel Conservative Fund I Shares JPMORGAN CHASE BANK AS TRUSTEE C/O JPMORGAN RPS 5500 TEAM 9300 WARD PKWY KANSAS CITY MO 64114-3317	36.03%
LifeModel Conservative Fund A Shares NFS LLC FEBO PREMIER TRUST FMT 5TH 3RD LIFE M FIRST MERCANTILE TRUST TTEE U A 12 23 97 57 GERMANTOWN CT FL 4 CORDOVA TN 38018-4274	31.6%
LifeModel Conservative Fund A Shares NFS LLC FEBO NFS FMTC IRA FBO LEWIS D BENSON PO BOX 1049 OWOSSO MI 48867-6749	5.2%
LifeModel Conservative Fund B Shares NFS LLC FEBO NFS/FMTC IRA FBO DONALD C HARDESTY 2768 KELLYBROOKE CT FINDLAY OH 45840-8638	6.52%
LifeModel Conservative Fund B Shares NFS LLC FEBO NFS FMTC IRA FBO MARY V CORMIER 5362 JULMAR DR CINCINNATI OH 45238-3611	5.93%
LifeModel Conservative Fund B Shares NFS LLC FEBO NFS FMTC IRA FBO J LYNDON JOHNSON 10302 GENTLEWIND DR CINCINNATI OH 45242-5815	5.8%

132

Fund/Class	Percent of the Class Total Assets Held by the Shareholder
LifeModel Conservative Fund B Shares NFSC FEBO 019-082759 ST MARY S UKRAINIAN CATHOLIC 2348 RIVER RD WILLOUSHBY OH 44094-9686	5.16%
LifeModel Conservative Fund C Shares NFS LLC FEBO BRAMKAMP PRINTING CO ATTN KEVIN MURRAY 9933 ALLIANCE ROAD CINCINNATI OH 45242-5661	15.45%
LifeModel Conservative Fund C Shares NFS LLC FEBO RICHARD BECHSTEIN CAROLINE BECHSTEIN 2299 SW HILLSBOROUGH AVE ARCADIA FL 34266-7140	11.78%
LifeModel Conservative Fund C Shares NFS LLC FEBO SUSMAN LINOLEUM RUG CO INC ATTN DONALD SUSMAN ATTN ROBERT SUSMAN 3500 GRAND AVE GURNEE IL 60031-3735	8.49%
LifeModel Conservative Fund C Shares NFS LLC FEBO NFS FMTC ROLLOVER IRA FBO ABDO A ALWARD ABDO ALWARD 6632 WOODVIEW SAGINAW MI 48603-8607	6.68%
LifeModel Conservative Fund C Shares NFS LLC FEBO EHSAN UL HAQ NASEEM S HAQ 9765 BUCKHORN DR FRISCO TX 75033-1320	6.58%
LifeModel Conservative Fund C Shares NFS LLC FEBO HILLVIEW RETIREMENT CENTER RESIDENT SCHOLARSHIP ATTN TONYA BERRY 1610 28TH STREET PORTSMOUTH OH 45662-2698	5.79%

As of November 3, 2011, Fifth Third Bank held of record, as agent or trustee for its customers, more than 25% of the outstanding shares of certain Funds as listed in the table below. As a result, Fifth Third Bank may be deemed to have control of one or more of these Funds because it and its affiliates possess or share investment or voting power with respect to more than 25% of the total shares outstanding of certain Funds of the Trust. As a result, Fifth Third Bank may be able to affect the outcome of matters presented for a vote of the shareholders of the Funds. Other shareholders of record with more than 25% of the outstanding shares of the Funds are believed to be held only as nominee.

Fund	Percentage of Fund held by Fifth Third Bank
Small Cap Growth Fund	71.51%
Mid Cap Growth Fund	71.56%

133

Fund	Percentage of Fund held by Fifth Third Bank
Quality Growth Fund	36.35%
Small Cap Value Fund	50.57%
All Cap Value Fund	53.63%
Disciplined Large Cap Value Fund	58.44%
Structured Large Cap Plus Fund	92.37%
International Equity Fund	68.56%
Strategic Income Fund	65.70%
High Yield Bond Fund	74.67%
Total Return Bond Fund	89.27%
Short Term Bond Fund	75.46%
Prime Money Market Fund	43.96%
Institutional Money Market Fund	55.49%
Institutional Government Money Market Fund	37.16%
U.S. Treasury Money Market Fund	57.39%

134

	Class A	Class B	Class C	Institutional Class	Select Class	Preferred Class	Trust Class
Fifth Third Small Cap Growth Fund	KNEMX	FTGBX	FTGCX	KNEEX
Fifth Third Mid Cap Growth Fund	FSMCX	FBMBX	FCMCX	FMCIX
Fifth Third Quality Growth Fund	FSQGX	FSBQX	FSQCX	FQGIX
Fifth Third Dividend Growth Fund	FSPIX	FTPBX	FTPCX	FPFIX
Fifth Third Micro Cap Value Fund	MXCAX	MXCBX	MXCSX	MXAIX
Fifth Third Small Cap Value Fund	FTVAX	FTVBX	FTVCX	FTVIX
Fifth Third All Cap Value Fund	MXLAX	MXLBX	MXLCX	MXEIX
Fifth Third Disciplined Large Cap Value Fund	FSSIX	FBEQX	FEQCX	FEINX
Fifth Third Structured Large Cap Plus Fund	KNVIX	FBLVX	FCLVX	KNVEX
Fifth Third Equity Index Fund	KNIDX	FBINX	FCINX	KNIEX	KNISX	KNIPX	KNITX
Fifth Third International Equity Fund	FSIEX	FBIEX	FTECX	FIEIX
Fifth Third Strategic Income Fund	FFSAX	FFSBX	FRACX	MXIIX
Fifth Third LifeModel Aggressive Fund^SM	LASAX	LASBX	LASCX	LASIX
Fifth Third LifeModel Moderately Aggressive Fund^SM	LMAAX	LMABX	LMACX	LMAIX
Fifth Third LifeModel Moderate Fund^SM	LMDAX	LMDBX	LMDCX	LMDIX
Fifth Third LifeModel Moderately Conservative Fund^SM	LAMVX	LBMVX	LCMVX	LIMVX
Fifth Third LifeModel Conservative Fund^SM	LCVAX	LCVBX	LCVCX	LCVIX
Fifth Third High Yield Bond Fund	FTYAX	FTYBX	FTYCX	FTYIX
Fifth Third Total Return Bond Fund	KIFIX	FBBDX	FCBDX	KNIIX
Fifth Third Short Term Bond Fund	KNLIX		KNLCX	KNLMX
Fifth Third Prime Money Market Fund	FSCXX	FBPXX	FPCXX	FCPXX
Fifth Third Institutional Money Market Fund				LSIXX	LSSXX	LSPXX	LSTXX
Fifth Third Institutional Government Money Market Fund				KGIXX	KGSXX	KGPXX	KGTXX
Fifth Third U.S. Treasury Money Market Fund				FQTXX	FTSXX	FTPXX	FTTXX

	PAGE
GENERAL INFORMATION ABOUT THE TRUST		1
INVESTMENT OBJECTIVES AND POLICIES OF THE FUNDS		3
Investment Objectives		3
Investment Limitations		4
ADDITIONAL RISKS AND INFORMATION CONCERNING CERTAIN INVESTMENT TECHNIQUES		15
Types of Investments		15
FIFTH THIRD FUNDS MANAGEMENT		39
Trustees and Officers		39
Codes of Ethics		49
Voting Proxies on Fund Portfolio Securities		49
Disclosure of Portfolio Holdings		50
INVESTMENT ADVISORY AND OTHER SERVICE ARRANGEMENTS		53
Investment Adviser and Subadviser		53
Administrator and Sub-Administrator		55
Fund Accountant and Sub-Accountant		57
Custodian		58
Transfer and Dividend Disbursing Agent		59
Additional Services – Services Agent		59
Distributor		59
Legal Counsel		65
Independent Registered Public Accounting Firm		65
PORTFOLIO MANAGER INFORMATION		65
PORTFOLIO TRANSACTIONS AND BROKERAGE COMMISSIONS		72
PURCHASING SHARES		77
Conversion to Federal Funds		78
Exchanging Securities for Fund Shares		78
Payments to Dealers		78
ADDITIONAL PAYMENTS BY THE ADVISER AND AFFILIATES		80
SELLING YOUR SHARES		82
Redemption In-Kind		83
Postponement of Redemptions		83
DETERMINING NET ASSET VALUE		84
Valuation of the Equity Funds, the Bond Funds and Asset Allocation Funds		84
Use of Amortized Cost		85
Monitoring Procedures		85
Investment Restrictions		85

Name and Age	Position Held With The Trust	Term of Office and Length of Time Served¹	Principal Occupation(s) During the Past 5 Years	Number of Portfolios In Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
Independent Trustees
Edward Burke Carey Age: 66	Chairman- Board of Trustees	January 1989- Present	President, Carey Realty Investments, Inc. (commercial real estate), 1990-Present.	24	Canisius College- Trustee
David J. Durham Age: 66	Trustee	June 2001- Present	Chairman of Clipper Products, Inc., a wholesale distributor, 2005-Present. Chairman of Norris Products Corp., a wholesale distributor, 2005-Present. President and Chief Executive Officer of Clipper Products, Inc., 1997-Present.	24	None
David J. Gruber Age: 47	Trustee	December 2003- Present	President, DJG Financial Consulting (accounting and finance consultant), June 2007-Present. Resources Global Professionals, Project Professional (accounting and finance consultant), December 2004-June 2007. Ohio Arts & Sports Facilities Commission (state funding oversight agency), CFO, April 2003-December 2004.	24	None

Name and Age	Position Held With The Trust	Term of Office and Length of Time Served¹	Principal Occupation(s) During the Past 5 Years	Number of Portfolios In Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
J. Joseph Hale Jr. Age: 61	Trustee	March 2001- Present	Consultant, Duke Energy, July 2010-Present. President and CEO of MediLux Health Care, April 2008-March 2010. EVP and Managing Director, DHR International (executive recruiter), April 2007-2008. President, Cinergy Foundation, November 2001-March 2006.	24	Trustee for Hanover College, The Egan Martime Institute, The Sconset Chapel, The Sconset Trust, The Community Foundation for Nantucket, Theatre Workshop of Nantucket and The Bright Light Foundation
John E. Jaymont Age: 66	Trustee	October 2001- Present	Business Development Director, Printing Industry of Ohio/North Kentucky (printing industry association), February 2002-Present.	24	None
Interested Trustee and Officers of the Trust
E. Keith Wirtz² Age: 51	President and Trustee	April 2007- Present; March 2010- Present	President, Fifth Third Asset Management, Inc. 2003-Present.	24	None
Matthew A. Ebersbach Age: 41	Vice President, Assistant Treasurer and Assistant Principal Financial Officer	March 2006- Present; September 2008- Present	Vice President of Fifth Third Asset Management, Inc. since 2001. Registered representative of FTAM Funds Distributor, Inc.	N/A	N/A

Name and Age	Position Held With The Trust	Term of Office and Length of Time Served¹	Principal Occupation(s) During the Past 5 Years	Number of Portfolios In Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
Richard B. Ille Age: 47	Vice President	April 2007- Present	Managing Director, Products and Marketing, Fifth Third Asset Management, Inc., 2001-Present. Registered representative of FTAM Funds Distributor, Inc.	N/A	N/A
James A. Mautino Age: 43	Anti-Money Laundering and Chief Compliance Officer	February 2007- Present	Vice President and Chief Compliance Officer, Fifth Third Asset Management, Inc. August 2005-Present.	N/A	N/A
Shannon King Age: 39	Treasurer and Principal Financial Officer	March 2008- Present	Vice President, Fifth Third Asset Management, Inc. September 2007-Present. Assistant Vice President, Capital Markets Treasury and Derivatives Manager 2005-2007.	N/A	N/A
Julie Tedesco State Street Bank and Trust Company One Lincoln Street Boston, MA 02111 Age: 54	Secretary	June 2011 - Present	Senior Vice President and Senior Managing Counsel, State Street Bank and Trust Company (a Massachusetts trust company) 2000 - Present.	N/A	N/A
Tracy Kaufman State Street Bank and Trust Company One Lincoln Street Boston, MA 02111 Age: 53	Assistant Treasurer	June 2007- Present	Assistant Vice President, State Street Bank and Trust Company (a Massachusetts trust company) 1986-Present.	N/A	N/A
Francine S. Hayes State Street Bank and Trust Company One Lincoln Street Boston, MA 02111 Age: 43	Assistant Secretary	June 2007- Present	Vice President and Managing Counsel, State Street Bank and Trust Company (a Massachusetts trust company) 2004-Present.	N/A	N/A

Trading In Foreign Securities			86
FEDERAL INCOME TAX STATUS			86
FINANCIAL STATEMENTS			102
APPENDIX A			103
APPENDIX B			109

	Institutional	Class A	Class B*	Class C	Select	Preferred	Trust
Small Cap Growth Fund	X	X	X	X
Mid Cap Growth Fund	X	X	X	X
Quality Growth Fund	X	X	X	X
Dividend Growth Fund	X	X	X	X
Micro Cap Value Fund	X	X	X	X
Small Cap Value Fund	X	X	X	X
All Cap Value Fund	X	X	X	X
Disciplined Large Cap Value Fund	X	X	X	X
Structured Large Cap Plus Fund	X	X	X	X
Equity Index Fund	X	X	X	X	X	X	X
International Equity Fund	X	X	X	X
Strategic Income Fund	X	X	X	X
LifeModel Aggressive Fund^SM	X	X	X	X
LifeModel Moderately Aggressive Fund^SM	X	X	X	X
LifeModel Moderate Fund^SM	X	X	X	X
LifeModel Moderately Conservative Fund^SM	X	X	X	X
LifeModel Conservative Fund^SM	X	X	X	X
High Yield Bond Fund	X	X	X	X
Total Return Bond Fund	X	X	X	X
Short Term Bond Fund	X	X		X
Prime Money Market Fund	X	X	X	X
Institutional Money Market Fund	X				X	X	X
Institutional Government Money Market Fund	X				X	X	X
U.S. Treasury Money Market Fund	X				X	X	X

	Fiscal Year Ended July 31, 2011	Fiscal Year Ended July 31, 2010
Small Cap Growth Fund	74%	86%
Mid Cap Growth Fund¹	111%	92%
Quality Growth Fund	88%	56%
Dividend Growth Fund	53%	63%
Micro Cap Value Fund	59%	56%
Small Cap Value Fund	93%	65%
All Cap Value Fund	59%	37%
Disciplined Large Cap Value Fund	72%	54%
Structured Large Cap Plus Fund²	198%	180%
Equity Index Fund	2%	6%
International Equity Fund³	131%	137%
Strategic Income Fund	42%	31%
LifeModel Aggressive Fund^SM	18%	11%
LifeModel Moderately Aggressive Fund^SM	18%	16%

Name	Positions held with Affiliated Persons of the Funds
E. Keith Wirtz	Fifth Third Asset Management, Inc., President
Matthew A. Ebersbach	Fifth Third Asset Management, Vice President
Richard B. Ille	Fifth Third Asset Management, Inc., Executive Director
James A. Mautino	Fifth Third Asset Management, Inc., Vice President and Chief Compliance Officer
Shannon King	Fifth Third Asset Management, Inc., Vice President

Name of Trustee	Dollar Range of Equity Securities in the Funds		Aggregate Dollar Range of Equity Securities in All Registered Investment Companies overseen by Trustee in Family of Investment Companies
Independent Trustees
Edward Burke Carey	U.S. Treasury Money Market Fund Prime Money Market Fund	Over $100,000 $10,001-$50,000	Over $100,000
J. Joseph Hale, Jr.	LifeModel Aggressive Fund^SM	$1-$10,000	$1-$10,000
David J. Durham	All Cap Value Fund Mid Cap Growth Fund Prime Money Market Fund Quality Growth Fund LifeModel Moderate Fund^SM LifeModel Moderately Aggressive Fund^SM	$10,001-$50,000 $10,001-$50,000 $1-$10,000 $10,001-$50,000 $10,001-$50,000 Over $100,000	Over $100,000
John E. Jaymont	All Cap Value Fund Dividend Growth Fund International Equity Fund Quality Growth Fund	$1-$10,000 $1-$10,000 $1-$10,000 $1-$10,000	$1-$10,000
David J. Gruber	All Cap Value Fund Dividend Growth Fund International Equity Fund LifeModel Aggressive Fund^SM LifeModel Moderate Fund^SM LifeModel Moderately Aggressive Fund^SM Strategic Income Fund	$1-$10,000 $1-$10,000 $10,001-$50,000 $1-$10,000 $1-$10,000 $10,001-$50,000 $1-$10,000	$50,001-$100,000
Interested Trustee
E. Keith Wirtz	Disciplined Large Cap Value Fund Equity Index Fund International Equity Fund Quality Growth Fund LifeModel Moderate Fund^SM	$10,001-$50,000 $50,001-$100,000 $10,001-$50,000 $10,001-$50,000 Over $100,000	Over $100,000

Name of Person	Aggregate Compensation for the Fiscal Year ended July 31, 2011	Pension or Retirement Benefits accrued as part of Fund Expenses Fiscal Year ended July 31, 2011	Estimate Annual Benefits upon Retirement Fiscal Year ended July 31, 2011	Total Compensation from Funds and Fund Complex paid to Trustees for the Fiscal Year ended July 31, 2011
Independent Trustees
Edward Burke Carey	$124,500	None	None	$124,500
J. Joseph Hale, Jr.	$98,000	None	None	$98,000
David J. Durham	$98,000	None	None	$98,000
John E. Jaymont	$106,500	None	None	$106,500
David J. Gruber	$94,500	None	None	$94,500

Name of Vendor	Type of Service	Frequency	Lag Time

DDM Marketing &	Marketing & Communications	Weekly and	One day
Communications		Quarterly
Standard & Poor’s	Ratings Agency	Weekly	One day
Moody’s Investors Service	Ratings Agency	Weekly	One day
Fitch Ratings Ltd.	Ratings Agency	Weekly	One day
FactSet	Portfolio analytics	Daily	N/A
Interactive Data Bond Edge	Portfolio analytics	Daily	N/A
Investor Tools - SMART/Perform	Portfolio analytics	Daily	N/A
Yield Book	Portfolio analytics	Daily	N/A
Advent Axys	Portfolio accounting	Daily	N/A
ICI	Portfolio analytics	Monthly	5 days
Able Noser	Trade cost analysis	Monthly	Five days
SG Constellation	Distribution services	Weekly	One day
eA Data Automation Services	Marketing Support	Quarterly	8 days
Fifth Third Bank	Portfolio management and	Daily	N/A
	administrative support
Prima Capital Management, Inc.	Overlay manager	Daily	N/A
Merrill Lynch	Wrap sponsor	Daily	N/A
Morgan Stanley	Wrap sponsor	Daily	N/A
Fifth Third Securities	Wrap sponsor	Daily	N/A
Envestnet Asset Management	Overlay manager	Daily	N/A
Bear Stearns	Wrap sponsor	Daily	N/A
TD Ameritrade	Wrap sponsor	Daily	N/A
UBS	Wrap sponsor	Daily	N/A
Smith Barney	Wrap sponsor	Daily	N/A
Folio Dynamix	Wrap sponsor	Daily	N/A
Placemark Investments	Overlay manager	Daily	N/A
JP Morgan	Wrap sponsor	Same day	N/A
ViceRoy	Wrap sponsor	Same day	N/A

Fund Name	Year Ended July 31, 2011	Fees Waived/ Reimbursed- 2011*	Year Ended July 31, 2010	Fees Waived/ Reimbursed- 2010*	Year Ended July 31, 2009	Fees Waived/ Reimbursed -2009*
Small Cap Growth Fund	$321,828	$101,721	$335,323	$112,378	$357,230	$123,387
Mid Cap Growth Fund	720,422	221,803	722,831	221,172	925,124	147,123

Fund Name	Year Ended July 31, 2011	Fees Waived/ Reimbursed- 2011*	Year Ended July 31, 2010	Fees Waived/ Reimbursed- 2010*	Year Ended July 31, 2009	Fees Waived/ Reimbursed -2009*
Quality Growth Fund	2,662,122	162,792	2,549,188	171,933	2,547,955	145,539
Dividend Growth Fund	51,759	167,071	63,363	165,105	95,060	177,934
Micro Cap Value Fund	477,339	171,739	336,502	158,021	261,562	140,680
Small Cap Value Fund	644,654	134,348	594,031	98,291	580,781	63,537
All Cap Value Fund	1,223,058	441,947	1,405,584	428,811	1,527,248	250,458
Disciplined Large Cap Value Fund	1,966,316	297,803	2,782,387	370,321	2,683,558	200,669
Structured Large Cap Plus Fund	610,936	217,254	585,905	235,326	624,534	323,842
Equity Index Fund	1,030,174	1,152,151	852,560	1,006,359	766,516	935,822
International Equity Fund	2,235,154	424,929	2,509,959	393,341	2,514,187	285,475
Strategic Income Fund	1,361,263	666,743	909,694	434,520	842,711	350,603
LifeModel Aggressive Fund^SM	173,759	546,930	175,518	540,687	169,940	538,166
LifeModel Moderately Aggressive Fund^SM	291,966	893,905	313,883	944,041	308,023	942,139
LifeModel Moderate Fund^SM	394,815	996,104	424,326	1,035,186	491,434	1,183,434
LifeModel Moderately Conservative Fund^SM	86,185	319,719	93,026	316,255	95,935	324,975
LifeModel Conservative Fund^SM	59,248	252,682	64,408	244,650	64,356	243,454
High Yield Bond Fund	455,549	261,105	364,455	239,772	285,914	184,683
Total Return Bond Fund	1,626,413	478,828	2,062,992	537,135	2,721,916	509,300
Short Term Bond Fund	1,346,113	419,436	1,327,709	371,526	1,121,847	315,287
Prime Money Market Fund	3,623,296	1,680,732	4,176,733	910,200	5,934,575	125,345
Institutional Money Market Fund	10,346,804	8,715,175	12,242,870	10,109,416	11,571,778	9,373,218
Institutional Government Money Market Fund	6,837,630	6,252,811	8,460,755	7,603,271	9,321,621	8,194,726
U.S. Treasury Money Market Fund	5,352,463	4,347,404	5,793,805	4,497,786	9,005,061	6,820,287

	Administration Fee		Trust Average Daily Net Assets
	0.20%		Up to $1 billion
	0.18%		In excess of $1 billion up to $2 billion
	0.17%		In excess of $2 billion

Fund Name	Year Ended July 31, 2011	Fees Waived- 2011	Year Ended July 31, 2010	Fees Waived- 2010	Year Ended July 31, 2009	Fees Waived- 2009
Small Cap Growth Fund	$79,922	—	$83,350	—	$88,356	—
Mid Cap Growth Fund	156,570	$54,808	157,211	$87,047	200,192	$35,413
Quality Growth Fund	578,577	66,553	554,427	63,730	551,591	63,699
Dividend Growth Fund	11,265	—	13,755	—	20,587	—
Micro Cap Value Fund	83,018	—	58,475	—	45,287	—
Small Cap Value Fund	124,526	34,979	114,842	—	111,806	—
All Cap Value Fund	212,951	126,774	244,562	70,279	264,418	108,610
Disciplined Large Cap Value Fund	427,898	285,857	605,146	165,722	580,943	102,233
Structured Large Cap Plus Fund	151,732	44,943	145,635	62,810	154,580	—
Equity Index Fund	597,973	223,204	493,562	184,721	442,389	166,079
International Equity Fund	389,147	—	436,716	—	435,416	—
Strategic Income Fund	237,046	135,890	158,008	45,485	146,007	42,136

Fund Name	Year Ended July 31, 2011	Fees Waived- 2011	Year Ended July 31, 2010	Fees Waived- 2010	Year Ended July 31, 2009	Fees Waived- 2009
LifeModel Aggressive Fund^SM	201,704	—	203,214	—	$196,155	—
LifeModel Moderately Aggressive Fund^SM	338,918	—	363,412	—	355,549	—
LifeModel Moderate Fund^SM	458,299	—	491,250	—	567,273	—
LifeModel Moderately Conservative Fund^SM	100,044	—	107,705	—	110,738	—
LifeModel Conservative Fund^SM	68,774	—	74,572	—	74,289	—
High Yield Bond Fund	113,152	—	90,590	—	70,767	—
Total Return Bond Fund	471,941	197,961	597,061	206,299	785,678	306,689
Short Term Bond Fund	468,729	347,769	461,130	183,956	388,739	—
Prime Money Market Fund	1,577,164	1,577,164	1,813,271	1,781,916	2,568,930	1,186,915
Institutional Money Market Fund	4,503,362	1,819,039	5,315,597	2,142,502	5,009,728	2,025,061
Institutional Government Money Market Fund	2,976,268	1,064,612	3,673,176	978,234	4,035,978	1,048,682
U.S. Treasury Money Market Fund	2,329,693	1,742,721	2,515,392	1,743,402	3,898,260	2,251,265

	Advertising	Printing and Mailing of Prospectuses to other than Current Shareholders	Compensation to Underwriters	Compensation to Dealers	Compensation to Sales Personnel	Interest Carrying or other Financing Charges
Small Cap Growth Fund	—	—	569	24,485	—	—
Mid Cap Growth Fund	—	—	4,119	68,949	—	—
Quality Growth Fund	—	—	829	167,970	—	—
Dividend Growth Fund	—	—	238	7,274	—	—
Micro Cap Value Fund	—	—	6,805	103,055	—	—
Small Cap Value Fund	—	—	1,558	19,575	—	—
All Cap Value Fund	—	—	718	90,283	—	—
Disciplined Large Cap Value Fund	—	—	365	31,364	—	—
Structured Large Cap Plus Fund	—	—	54	13,950	—	—
Equity Index Fund	—	—	375	109,888	—	—
International Equity Fund	—	—	198	28,720	—	—
Strategic Income Fund	—	—	20,256	213,093	—	—
LifeModel Aggressive Fund^SM	—	—	1,566	80,557	—	—
LifeModel Moderately Conservative Fund^SM	—	—	334	39,597	—	—
LifeModel Moderate Fund^SM	—	—	1,477	114,286	—	—
LifeModel Moderately Aggressive Fund^SM	—	—	3,717	183,087	—	—

	Advertising	Printing and Mailing of Prospectuses to other than Current Shareholders	Compensation to Underwriters	Compensation to Dealers	Compensation to Sales Personnel	Interest Carrying or other Financing Charges
LifeModel Conservative Fund^SM	—	—	152	24,519	—	—
High Yield Bond Fund	—	—	2,415	20,308	—	—
Total Return Bond Fund	—	—	275	38,135	—	—
Short Term Bond Fund	—	—	1,575	65,919	—	—
Prime Money Market Fund	—	—	—	—	—	—

Fund Name	Year Ended July 31, 2011	Year Ended July 31, 2010	Year Ended July 31, 2009
Small Cap Growth Fund	$6,583	$10,662	$11,258
Mid Cap Growth Fund	10,611	15,285	18,439
Quality Growth Fund	32,738	40,109	41,194
Dividend Growth Fund	2,988	6,310	6,879
Micro Cap Value Fund	6,757	9,089	8,478
Small Cap Value Fund	8,921	12,622	12,771
All Cap Value Fund	13,528	20,744	22,626
Disciplined Large Cap Value Fund	24,718	43,231	43,082
Structured Large Cap Plus Fund	10,345	14,543	15,529
Equity Index Fund	36,156	41,027	38,930
International Equity Fund	22,730	33,366	34,274
Strategic Income Fund	14,836	15,279	14,981
LifeModel Aggressive Fund^SM	12,958	18,163	18,217
LifeModel Moderately Aggressive Fund^SM	20,139	28,220	28,511
LifeModel Moderate Fund^SM	26,381	36,169	42,194
LifeModel Moderately Conservative Fund^SM	7,634	12,189	12,700
LifeModel Conservative Fund^SM	5,998	10,112	10,349
High Yield Bond Fund*	8,332	11,101	10,122

Accounting Fee	Fund Average Daily Net Assets
0.020%	Up to $500 million
0.015%	$500 million and up to $1 billion
0.010%	In excess of $1 billion

Fund Name	Year Ended July 31, 2011	Year Ended July 31, 2010	Year Ended July 31, 2009
Small Cap Growth Fund	$64,257	$65,337	$ 62,774
Mid Cap Growth Fund	64,781	65,273	62,457
Quality Growth Fund	101,847	99,779	95,965
Dividend Growth Fund	64,356	64,974	62,233
Micro Cap Value Fund	65,836	66,423	63,451
Small Cap Value Fund	64,636	65,241	62,009
All Cap Value Fund	65,184	66,268	66,080
Disciplined Large Cap Value Fund	83,348	104,615	98,962
Structured Large Cap Plus Fund	69,192	69,692	69,790
Equity Index Fund	149,279	137,877	125,544
International Equity Fund	97,916	105,129	103,116
Strategic Income Fund	71,192	69,869	67,175
LifeModel Aggressive Fund^SM	61,468	61,955	58,851
LifeModel Moderately Aggressive Fund^SM	70,487	73,903	69,976
LifeModel Moderate Fund^SM	84,287	88,679	94,503
LifeModel Moderately Conservative Fund^SM	61,373	61,958	58,849
LifeModel Conservative Fund^SM	61,357	62,014	58,684
High Yield Bond Fund	73,570	72,839	67,701

	Class A Shares Fiscal Year Ended July 31, 2011	Class A Shares Fiscal Year Ended July 31, 2010	Class A Shares Fiscal Year Ended July 31, 2009
	Distribution Fees	Distribution Fees	Distribution Fees
Small Cap Growth Fund	$20,670	$17,607	$16,745
Mid Cap Growth Fund	37,366	30,765	30,960
Quality Growth Fund	160,920	157,020	153,355
Dividend Growth Fund	5,168	5,203	5,405
Micro Cap Value Fund	45,175	25,433	17,406
Small Cap Value Fund	5,847	3,939	3,076
All Cap Value Fund	84,576	91,944	82,919
Disciplined Large Cap Value Fund	28,490	28,552	28,799
Structured Large Cap Plus Fund	13,463	13,988	18,347
Equity Index Fund	106,744	102,329	100,001
International Equity Fund	27,032	28,448	29,534
Strategic Income Fund	55,979	41,552	27,011
LifeModel Aggressive Fund^SM	67,208	69,818	73,309
LifeModel Moderately Aggressive Fund^SM	151,012	167,553	169,602
LifeModel Moderate Fund^SM	100,900	114,021	129,456
LifeModel Moderately Conservative Fund^SM	36,637	39,681	45,697
LifeModel Conservative Fund^SM	23,107	24,982	25,543
High Yield Bond Fund	5,094	10,766	1,881
Total Return Bond Fund	35,866	38,278	42,666
Short Term Bond Fund	51,783	39,530	15,273
Prime Money Market Fund	0¹	10,764¹	1,577,879

	Class B Shares Fiscal Year Ended July 31, 2011	Class B Shares Fiscal Year Ended July 31, 2010	Class B Shares Fiscal Year Ended July 31, 2009
	Distribution and Service Fees	Distribution and Service Fees	Distribution and Service Fees
Small Cap Growth Fund	$3,002	$5,272	$5,607
Mid Cap Growth Fund	10,009	15,499	23,649
Quality Growth Fund	18,193	46,502	84,736
Dividend Growth Fund	600	1,197	1,398
Micro Cap Value Fund	7,757	16,043	19,509
Small Cap Value Fund	5,859	6,189	5,694
All Cap Value Fund	35,296	73,723	96,169
Disciplined Large Cap Value Fund	10,982	17,538	24,638
Structured Large Cap Plus Fund	1,738	3,001	4,400
Equity Index Fund	11,957	18,710	21,107
International Equity Fund	4,908	8,347	11,162
Strategic Income Fund	6,928	7,756	7,278
LifeModel Aggressive Fund^SM	64,352	75,987	85,498
LifeModel Moderately Aggressive Fund^SM	224,349	269,328	295,091
LifeModel Moderate Fund^SM	150,547	194,554	226,760
LifeModel Moderately Conservative Fund^SM	61,597	78,757	96,387
LifeModel Conservative Fund^SM	31,994	46,329	57,128
High Yield Bond Fund	950	846	898
Total Return Bond Fund	12,818	25,699	31,885
Prime Money Market Fund	0¹	151¹	31,244

	Class C Shares Fiscal Year Ended July 31, 2011	Class C Shares Fiscal Year Ended July 31, 2010	Class C Shares Fiscal Year Ended July 31, 2009
	Distribution and Service Fees	Distribution and Service Fees	Distribution and Service Fees
Small Cap Growth Fund	$1,022	$1,128	$1,468
Mid Cap Growth Fund	3,617	2,197	3,016
Quality Growth Fund	8,820	10,604	13,673
Dividend Growth Fund	1,197	1,258	1,269
Micro Cap Value Fund	33,726	15,892	8,858
Small Cap Value Fund	11,646	3,868	2,589
All Cap Value Fund	29,470	36,506	40,887
Disciplined Large Cap Value Fund	3,522	5,017	6,863
Structured Large Cap Plus Fund	332	254	306
Equity Index Fund	8,524	8,590	9,691
International Equity Fund	2,263	2,643	3,024
Strategic Income Fund	108,681	77,286	55,555


Number of Other Accounts Managed and Assets by Account Type
as of July 31, 2011

	Other Registered	Other Pooled Investment
Portfolio Manager	Investment Companies	Vehicles	Other Accounts

Michael Barr	Number: 0	Number: 0	Number: 0
	Assets: None	Assets: None	Assets: None

Helena Beltran-Lopez	Number: 0	Number: 1	Number: 3
	Assets: None	Assets: $167,107,226.65	Assets: $29,769,819.44

Samrat Bhattacharya	Number: 0	Number: 1	Number: 3
	Assets: None	Assets: $167,107,226.65	Assets: $29,769,819.44

Scott A. Billeadeau	Number: 0	Number: 0	Number: 9
	Assets: None	Assets: None	Assets: $51,343,074.59

John L. Cassady III	Number: 0	Number: 3	Number: 167
	Assets: None	Assets: $118,906,310.63	Assets: $2,618,093,524.88

Mark Demos	Number: 0	Number: 1	Number: 156
	Assets: None	Assets: $86,259,746.21	Assets: $897,883,535.81

Amy Denn	Number: 0	Number: 1	Number: 147
	Assets: None	Assets: $86,259,746.21	Assets: $868,843,990.62

Jon Fisher	Number: 0	Number: 1	Number: 156
	Assets: None	Assets: $86,259,746.21	Assets: $897,883,535.81

Martin E. Hargrave	Number: 0	Number: 0	Number: 8
	Assets: None	Assets: None	Assets: $43,721,782.59

John P. Hoeting	Number: 0	Number: 2	Number: 76
	Assets: None	Assets: $60,211,555.89	Assets: $1,893,131,103.78

Eric J. Holmes	Number: 0	Number: 0	Number: 9
	Assets: None	Assets: None	Assets: $79,670,791.75

Michael Kemer	Number: 0	Number: 2	Number: 76
	Assets: None	Assets: $60,211,555.89	Assets: $1,893,131,103.78

Peter M. Klein	Number: 0	Number: 0	Number: 209
	Assets: None	Assets: None	Assets: $163,770,722.95

Mark Koenig	Number: 0	Number: 1	Number: 3
	Assets: None	Assets: $167,107,226.65	Assets: $29,769,819.44

Peter Kwiatkowski	Number: 0	Number: 0	Number: 31
	Assets: None	Assets: None	Assets: $1,160,819,777.82

Mary Jane Matts	Number: 0	Number: 1	Number: 58
	Assets: None	Assets: $4,589,131.29	Assets: $567,375,833.48

Mirko M. Mikelic	Number: 0	Number: 3	Number: 167
	Assets: None	Assets: $118,906,310.63	Assets: $2,618,093,524.88

Edward Moore	Number: 0	Number: 1	Number: 58
	Assets: None	Assets: $4,589,131.29	Assets: $567,375,833.48

Craig P. Nedbalski	Number: 0	Number: 0	Number: 9
	Assets: None	Assets: None	Assets: $79,670,791.75

Dan Popowics	Number: 0	Number: 0	Number: 40
	Assets: None	Assets: None	Assets: $1,189,859,323.01

Scott Richter	Number: 0	Number: 1	Number: 58
	Assets: None	Assets: $4,589,131.29	Assets: $567,375,833.48

Jason Schwartz	Number: 0	Number: 3	Number: 162
	Assets: None	Assets: $118,906,310.63	Assets: $2,497,737,622.01

Mitchell L. Stapley	Number: 0	Number: 3	Number: 168
	Assets: None	Assets: $118,906,310.63	Assets: $2,625,714,816.88

Zhiqiang Sun	Number: 0	Number: 1	Number: 3
	Assets: None	Assets: $167,107,226.65	Assets: $29,769,819.44

Michael P. Wayton	Number: 0	Number: 1	Number: 3
	Assets: None	Assets: $167,107,226.65	Assets: $29,769,819.44

Fund Name	Index
Small Cap Growth Fund	Russell 2000® Growth Index
Mid Cap Growth Fund	Russell Midcap® Growth Index
Quality Growth Fund	Russell 1000® Growth Index
Dividend Growth Fund	S&P 500^® Index
Micro Cap Value Fund	Russell 2000® Value Index, Russell Microcap® Value Index
Small Cap Value Fund	Russell 2000® Value Index
All Cap Value Fund	Russell 3000® Value Index, Russell Midcap® Value Index
Disciplined Large Cap Value Fund	Russell 1000® Value Index
Structured Large Cap Plus Fund	S&P 500^® Index, Russell 1000® Index
Equity Index Fund	S&P 500^® Index
International Equity Fund	Morgan Stanley Capital International EAFE Index, Net

Name of Portfolio Manager	Fund	Dollar Range of Equity Securities*
Michael Barr, CFA	All Cap Value Fund	None
	Micro Cap Value Fund	None
	Small Cap Value Fund	None
Helena Beltran-Lopez, Ph.D.	International Equity Fund	None
Samrat Bhattacharya, Ph.D.	Structured Large Cap Plus Fund	None
Scott A. Billeadeau, CFA	LifeModel Aggressive Fund^SM	$10,001-$50,000
	LifeModel Conservative Fund^SM	None
	LifeModel Moderate Fund^SM	None
	LifeModel Moderately Aggressive Fund^SM	$1-$10,000
	LifeModel Moderately Conservative Fund^SM	None
	Small Cap Growth Fund	$10,001-$50,000
John L. Cassady III, CFA	Strategic Income Fund	None
	Short Term Bond Fund	None
	Total Return Bond Fund	None
Mark Demos, CFA	Quality Growth Fund	$50,001-$100,000
	Mid Cap Growth Fund	None
Amy Denn	Dividend Growth Fund	None
	Quality Growth Fund	$100,001-$500,000
	Strategic Income Fund	None
Jon Fisher, CFA	Mid Cap Growth Fund	None
	Quality Growth Fund	$100,001-$500,000
Martin E. Hargrave, CFA	Small Cap Growth Fund	$1-$10,000
John P. Hoeting	Short Term Bond Fund	None
Eric J. Holmes, CFA	All Cap Value Fund	None
	Micro Cap Value Fund	$50,001-$100,000
	Small Cap Value Fund	$50,001-$100,000
Timothy J. Jossart, CFA	High Yield Bond Fund	None
Peter M. Klein, CFA	All Cap Value Fund	$10,001-$50,000
Michael Kemer	Short Term Bond Fund	None
	Total Return Bond Fund	None

Name of Portfolio Manager	Fund	Dollar Range of Equity Securities
Mark Koenig, CFA	Equity Index Fund	None
	International Equity Fund	$10,001-$50,000
	Structured Large Cap Plus Fund	$1-$10,000
Peter Kwiatkowski, CFA	Dividend Growth Fund	$10,001-$50,000
	Strategic Income Fund	None
Mary Jane Matts, CFA	All Cap Value Fund	$10,001-$50,000
	Disciplined Large Cap Value	$50,001-$100,000
Mirko M. Mikelic	Strategic Income Fund	None
	Total Return Bond Fund	None
Ted Y. Moore, CFA	All Cap Value Fund	$10,001-$50,000
	Disciplined Large Cap Value	$10,001-$50,000
Craig P. Nedbalski, CFA	All Cap Value Fund	$1-$10,000
	Micro Cap Value Fund	$50,001-$100,000
	Small Cap Value Fund	$50,001-$100,000
Dan Popowics, CFA	Dividend Growth Fund	$1-$10,000
	Mid Cap Growth Fund	$10,001-$50,000
	Strategic Income Fund	$10,001-$50,000
Scott G. Richter, CFA	All Cap Value Fund	None
	Disciplined Large Cap Value	$1-$10,000
Jason M. Schwartz, CFA	Strategic Income Fund	None
	Short Term Bond Fund	None
	Total Return Bond	$1-$10,000
Mitchell L. Stapley, CFA	High Yield Bond Fund	None
	LifeModel Aggressive Fund^SM	None
	LifeModel Conservative Fund^SM	None
	LifeModel Moderate Fund^SM	None
	LifeModel Moderately Aggressive Fund^SM	None
	LifeModel Moderately Conservative Fund^SM	None
	Short Term Bond Fund	None
	Strategic Income Fund	$100,001-$500,000
	Total Return Bond Fund	None
Zhiqiang Sun. Ph.D.	Equity Index Fund	$10,001-$50,000
	International Equity Fund	$10,001-$50,000
Michael P. Wayton, CFA	Equity Index Fund	$50,001-$100,000
	Structured Large Cap Plus Fund	None
Brendan M. White, CFA	High Yield Bond Fund	None
E. Keith Wirtz, CFA	LifeModel Aggressive Fund^SM	None
	LifeModel Conservative Fund^SM	None
	LifeModel Moderate Fund^SM	None
	LifeModel Moderately Aggressive Fund^SM	$100,001-$500,000

Fund	Commissions Paid on Transactions Directed to Firms Providing Research July 31, 2011	Amount of Transactions Directed to Firms Providing Research July 31, 2011
Small Cap Growth Fund	$233,700	$78,334,133
Mid Cap Growth Fund	241,289	217,248,322
Quality Growth Fund	542,978	599,632,288
Dividend Growth Fund	10,075	9,601,587
Micro Cap Value Fund	281,727	58,206,339
Small Cap Value Fund	502,825	138,892,929
All Cap Value Fund	460,370	182,455,001
Disciplined Large Cap Value Fund	885,486	521,528,917
Structured Large Cap Plus Fund	671,790	361,271,758
Equity Index Fund	4,610	4,600,729
International Equity Fund	930,042	652,783,318
Strategic Income Fund	91,465	51,770,274
High Yield Bond Fund	2,188	348,012
Total Return Bond Fund	8,307	2,062,529
Short Term Bond Fund	917	917

Fund	Total Brokerage Commissions Paid July 31, 2011	Total Brokerage Commissions Paid July 31, 2010	Total Brokerage Commissions Paid July 31, 2009
Small Cap Growth Fund	235,863	$ 302,718	$ 287,186
Mid Cap Growth Fund	241,289	297,048	287,097
Quality Growth Fund	553,672	445,319	335,140
Dividend Growth Fund	10,075	13,823	43,105
Micro Cap Value Fund	282,039	189,283	179,363
Small Cap Value Fund	503,375	318,622	335,973
All Cap Value Fund	460,370	271,610	401,320
Disciplined Large Cap Value Fund	885,486	612,929	1,050,202
Structured Large Cap Plus Fund	671,790	541,889	415,235
Equity Index Fund	4,610	14,520	20,002
International Equity Fund	930,042	—	813,651
Strategic Income Fund	91,465	35,827	44,234

Broker/Dealer	Fund	Shares	Principal($)	Market Value($)
Banc of America Securities LLC
	Equity Index Fund	305,470		2,966
	Total Return Bond Fund		1,505	1,614
	Short Term Bond Fund		3,357	3,428
	Institutional Government Money Market Fund		77,978	78,159

Barclays Capital, Inc.	International Equity Fund	65,476		240

Bear Stearns Securities Corp.	Strategic Income Fund		357	369
	Total Return Bond Fund		2,000	2,142
	Short Term Bond Fund		4,266	4,282
	Prime Money Market Fund		19,108	19,312
	Institutional Money Market Fund		40,645	41,130

BMO Nesbitt Burns, Inc.	U.S. Treasury Money Market Fund		225,000	225,000

	Equity Index Fund				Equity Funds (except Equity Index Fund) Asset Allocation Funds

	Load/Sales		Dealer		Load/Sales		Dealer
Purchase Amount	Charge		Reallowance		Charge		Reallowance



Less than $50,000	5.00	%	4.50	%	5.00	%	4.50	%

$50,000 but less than $100,000	4.50	%	4.00	%	4.50	%	4.00	%

$100,000 but less than $250,000	3.50	%	3.00	%	3.50	%	3.00	%

$250,000 but less than $500,000	2.50	%	2.10	%	2.50	%	2.10	%

$500,000 but less than $1,000,000	2.00	%	1.70	%	2.00	%	1.70	%

$1,000,000 but less than $5,000,000*	0.00	%	0.05	%	0.00	%	1.00	%

$5,000,000 but less than $25,000,000*	0.00	%	0.04	%	0.00	%	0.75	%

$25,000,000 or more*	0.00	%	0.03	%	0.00	%	0.50	%

					High Yield Bond Fund
	Short Term Bond Fund				Total Return Bond Fund

	Load/Sales		Dealer		Load/Sales		Dealer
Purchase Amount	Charge		Reallowance		Charge		Reallowance



Less than $50,000	3.00	%	2.60	%	4.75	%	4.25	%

$50,000 but less than $100,000	2.50	%	2.10	%	4.50	%	3.75	%

$100,000 but less than $250,000	2.00	%	1.70	%	3.50	%	3.00	%

$250,000 but less than $500,000	1.50	%	1.25	%	2.50	%	2.10	%

$500,000 but less than $1,000,000	-		-		2.00	%	1.70	%

$500,000 but less than $5,000,000*	0.00	%	0.50	%	-		-

$1,000,000 but less than $5,000,000*	-		-		0.00	%	0.75	%

$5,000,000 but less than $25,000,000*	0.00	%	0.35	%	0.00	%	0.50	%

$25,000,000 or more*	0.00	%	0.25	%	0.00	%	0.25	%

Rate	Fund
Up to 0.25%	All Funds currently making payments under a Class A Shares distribution plan
Up to 0.25% after 12 months after payment of a finders fee	All funds currently making payments under a Class A Shares distribution plan

Rate	Fund
Up to 0.75% subsequent to first 12 months	All funds currently making payments under a Class C Shares 12b-1 distribution plan