N-CSR

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-22001

TDX Independence Funds, Inc.

(Exact name of Registrant as specified in charter)

60 Wall Street

New York, New York 10005

(Address of principal executive offices) (Zip code)

Hans Ephraimson

TDX Independence Funds, Inc.

60 Wall Street

New York, New York 10005 .

(Name and address of agent for service)

Registrant’s telephone number, including area code: (212) 250-5883

Date of fiscal year end: May 31, 2010

Date of reporting period: May 31, 2010

Item 1. Report to Stockholders.

The Registrant’s annual report transmitted to shareholders pursuant to Rule 30e-1 under the Investment Company Act of 1940 is as follows:

ANNUAL REPORT

May 31, 2010

TDX Independence Funds, Inc.

TDX Independence 2010 Exchange-Traded Fund

TDX Independence 2020 Exchange-Traded Fund

TDX Independence 2030 Exchange-Traded Fund

TDX Independence 2040 Exchange-Traded Fund

TDX Independence In-Target Exchange-Traded Fund

TDX Independence Funds, Inc.

TABLE OF CONTENTS

	Page
Shareholder Letter	1
Management’s Discussion on Fund Performance	3
Fund Performance Overview
TDX Independence 2010 Exchange-Traded Fund	4
TDX Independence 2020 Exchange-Traded Fund	6
TDX Independence 2030 Exchange-Traded Fund	8
TDX Independence 2040 Exchange-Traded Fund	10
TDX Independence In-Target Exchange-Traded Fund	12
Fees and Expenses	14
Schedule of Investments
TDX Independence 2010 Exchange-Traded Fund	15
TDX Independence 2020 Exchange-Traded Fund	21
TDX Independence 2030 Exchange-Traded Fund	28
TDX Independence 2040 Exchange-Traded Fund	35
TDX Independence In-Target Exchange-Traded Fund	42
Statements of Assets and Liabilities	48
Statements of Operations	50
Statements of Changes in Net Assets	52
Financial Highlights	54
Notes to Financial Statements	57
Reports of Independent Registered Public Accounting Firms	65
Frequency Distribution of Discounts & Premiums (Unaudited)	67
Officers and Directors (Unaudited)	69
Proxy Results (Unaudited)	72
Additional Information (Unaudited)	74

This Page is Intentionally Left Blank

TO OUR SHAREHOLDERS:

Dear Shareholder,

We are pleased to present this Annual Report for TDX Independence Funds, Inc., which covers the year ending May 31, 2010.

As announced on June 30, 2010, Deutsche Bank acquired XShares Advisors, LLC, the investment adviser to the funds, and re-branded the investment adviser as DBX Strategic Advisors LLC. The acquisition has not yet and is not expected to result in any material changes to the funds’ investment strategies, day-to-day management of the funds or the funds’ fees and expenses. In anticipation of the acquisition, at an in-person meeting of the Board of Directors of the funds held on June 29, 2010 the Board approved various agreements including the permanent advisory agreements which shareholders will also be asked to approve. In the coming weeks our shareholders will receive information about a joint special meeting to consider the approval of these agreements. Each shareholder should take a few minutes to review these materials.

We believe that these funds provide convenience and clarity for investors seeking a sophisticated product in one single investment. Over the past year, the funds have continued to highlight the benefits of target-date investing. During the twelve months covered by this report, the TDX Independence 2040 ETF and the TDX Independence 2030 ETF, which have the greatest percentage allocations to equities, benefitted from strong performance in domestic equity markets and experienced NAV returns of 15.59% and 15.13%, respectively.* The TDX Independence 2020 ETF, with a more balanced allocation between equity and fixed income securities, experienced a NAV return of 13.99%.* For investors with a shorter investment horizon, the TDX Independence 2010 ETF and the TDX Independence In-Target ETF, which allocate a large percentage of assets to less volatile fixed-income securities, experienced NAV returns of 7.51% and 4.23%, respectively.*

Deutsche Bank, a leading global banking institution, has managed and operated a successful and growing platform of exchange-traded products since 2006. Our team at Deutsche Bank values the trust that you have placed in us and we look forward to meeting your investment needs by continuing to offer innovative index-driven strategies.

Very truly yours,

Hans Ephraimson

President

* Performance quoted represents past performance and does not guarantee future results. Current performance may be higher or lower than the performance quoted. Performance data current to the most recent month end may be obtained by visiting www.dbxstrategicadvisors.db.com. Investment in the Fund poses investment risk including possible loss of principal. The investment return and principal value of an investment will fluctuate, so that shares, when sold or redeemed, may be worth more or less than their original cost. (For specific performance results, please refer to the Fund Performance Section on the following pages of this report).

1

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2

TDX Independence Funds, Inc.

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

Following a rebound off of March 2009 lows, equity markets continued to trend higher during the one year period ending May 31, 2010. While the unemployment rate remained near its recent highs of 10.2%, evidencing continued weakness in the job market, the economy saw improvements in manufacturing levels as well as consumer spending, suggesting federal stimulus measures taken in earlier periods had some positive effect. Although a credit crisis in Europe led to a correction in the major equity indexes during the month of May, performance for the year finished on a positive note, with the Standard & Poor’s 500 Index increasing 20.99%, the Russell 3000 Index increasing 23.20% and the NASDAQ Composite Index gaining 28.35%. International markets did not fare as well as those in the U.S., as the Morgan Stanley Capital International EAFE Index (measuring equities in Europe, Australasia and the Far East) gained only 6.61% during the period. Due to continued uncertainty over the strength and sustainability of the economic recovery, investors continued to seek shelter in high-grade fixed income securities. The Barclays Capital U.S. Aggregate Bond Index returned 8.42% for the year.

The TDX Independence Exchange-Traded Funds had a wide range of returns during the year (For specific performance results, please refer to the Fund Performance Section on the following pages of this report). The wide range in the performance of the five TDX Independence Exchange-Traded Funds was due to the varying allocations in the funds to domestic equities, international equities and fixed income securities. The 2040 fund, which is allocated heavily towards U.S. equities, experienced a solid gain of 15.59% during the one year period ending May 31, 2010. The In-Target Fund, which has a heavy exposure to short-term U.S. Treasuries, returned a more modest 4.23% during the same period.

The Standard & Poor’s 500 is a broad-based index designed to measure the performance of the domestic stock market as represented by 500 large capitalization stocks.

The Russell 3000 is a broad-based index representing approximately 98% of the investable U.S. equity market.

The NASDAQ Composite is a broad-based index of NASDAQ-listed securities commonly used as a barometer of technology stock performance.

The MSCI EAFE is a broad-based index representing the largest stocks by market capitalization in 21 developed countries in Europe, Australasia and the Far East.

The Barclays Capital U.S. Aggregate Bond Index is a broad-based index designed to represent the U.S. investment-grade bond universe.

One cannot invest directly in an index.

3

TDX Independence Funds, Inc.

PERFORMANCE SUMMARY (UNAUDITED)

TDX Independence 2010 Exchange-Traded Fund (TDD)

The TDX Independence 2010 Exchange-Traded Fund (the “Fund”) commenced investment operations and its shares began trading on NYSE Arca, Inc. (“NYSE Arca”) on October 1, 2007. The Fund seeks to track the performance, before fees and expenses, of the Zacks 2010 Lifecycle Index. Both the Fund’s equity and bond portfolios held fewer securities than the Zacks 2010 Lifecycle Index, a constraint imposed by the relatively small size of the Fund.

For the fiscal year ended May 31, 2010, the Fund’s net asset value increased 7.51%, compared to an increase of 5.07% for the Zacks 2010 Lifecycle Index and 11.45% for the Dow Jones Target 2010 Index. The fund’s performance benefited from favorable results in several equity sectors, in particular Financials, Information Technology, and Consumer Discretionary, partially offset by the Fund’s heavier weighting to fixed income securities, in particular short-term U.S. Treasuries.

Performance as of 5/31/10

Average Annual Total Returns
	Net Asset Value	Market Price	Zacks 2010 Lifecycle Index	Dow Jones Target 2010 Index
One Year	7.51%	4.79%	5.07%	11.45%
Since Inception1	-0.73%	-0.81%	-2.59%	1.53%
Cumulative Total Returns
	Net Asset Value	Market Price	Zacks 2010 Lifecycle Index	Dow Jones Target 2010 Index
One Year	7.51%	4.79%	5.07%	11.45%
Since Inception1	-1.92%	-2.15%	-6.77%	4.12%

¹ Total returns are calculated based on the commencement of trading, 10/1/07 (“Inception”). “Average Annual Total Return” represents the average annual change in value of an investment over the period(s) indicated. “Cumulative Total Return” represents the total change in value of an investment over the period(s) indicated.

Performance quoted represents past performance and does not guarantee future results. Current performance may be higher or lower than the performance quoted. Performance data current to the most recent month end may be obtained by visiting www.dbxstrategicadvisors.db.com. Investment in the Fund poses investment risk including possible loss of principal. The investment return and principal value of an investment will fluctuate, so that shares, when sold or redeemed, may be worth more or less than their original cost. The gross expense ratio for the fiscal year ended May 31, 2009, as disclosed in the most recent prospectus dated September 28, 2009, was 1.70%. Amerivest Investment Management, LLC, a sub-advisor to the Fund, has agreed to cap its fees and/or pay certain Fund operating expenses in order to limit Fund net annual operating expenses for shares of the Fund to 0.65% of the Fund’s average net assets until at least 9/30/10.

The preceding performance chart is provided for comparative purposes and represents the period(s) noted. The Fund’s net asset value per share (“NAV”) is calculated by dividing the value of the Fund’s total assets less total liabilities by the number of shares outstanding. The market price return is based on the change in the market price on NYSE Arca of a share of the Fund for the period(s) indicated. The price used to calculate market price returns is the midpoint of the bid/ask spread for Fund shares at 4 p.m. Eastern Time on NYSE Arca. NAV and market returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and market price, respectively. The Dow Jones Target Date Indexes are indexes whose allocations are automatically adjusted to reduce potential risk over time. The Dow Jones Target Date Indexes are designed to measure the performance of multi-asset class portfolios that allocate among U.S. and global stock, bond and cash subindexes on a monthly basis. The indexes automatically adjust their asset allocation over time to reflect reductions in potential risk as the investor’s target date approaches.

An index is a statistical measure of a specified financial market or sector. An index does not actually hold a portfolio of securities, incur expenses or pay any transaction costs. Therefore index returns do not reflect deductions for fees or expenses and are not available for direct investment. In comparison, the Fund’s performance is negatively impacted by these deductions. Fund returns do not reflect brokerage commissions or taxes on transactions in Fund shares or that a shareholder would pay on Fund distributions or the redemption of Fund shares.

“Target Date” refers to a time in the future, generally a specified year, in which the investor expects to retire or otherwise require the use of the invested funds. Target date funds are generally more aggressive the further the target date is from the present, with an objective of capital appreciation. As the target date approaches, the Fund’s objective will generally become more conservative, aiming to achieve a higher level of capital preservation.

Investors should note that although target date funds aim to preserve capital as the target date approaches, there is no guarantee that the Fund will achieve this objective.

4

TDX Independence Funds, Inc.

PERFORMANCE SUMMARY (UNAUDITED) (CONTINUED)

TDX Independence 2010 Exchange-Traded Fund (TDD) (Continued)

Growth of a $10,000 Investment in TDD² as of 5/31/10

² Based on Net Asset Value from commencement of trading, 10/1/07.

Asset Class Breakdown* as of 5/31/10

* Weightings are expressed as a percentage of total investments and may change over time. The sector classifications used above are based on company classifications under Global Industry Classification Standards (GICS).

Top Ten Holdings³ as of 5/31/10

Top Ten Equity Holdings
Description	Shares	Value	% of Net Assets
Exxon Mobil Corp.	1,859	$112,394	0.6%
Microsoft Corp.	3,157	81,450	0.4%
Apple, Inc.	310	79,719	0.4%
Wal-Mart Stores, Inc.	1,435	72,553	0.4%
General Electric Co.	3,717	60,772	0.3%
Procter & Gamble (The) Co.	989	60,417	0.3%
International Business Machines Corp.	465	58,246	0.3%
Johnson & Johnson	981	57,191	0.3%
AT&T, Inc.	2,260	54,918	0.3%
Chevron Corp.	733	54,146	0.3%
Top Ten Fixed Income Holdings
Description	Principal Amount	Value	% of Net Assets
U.S. Treasury Note/Bond, 4.75%, 5/15/14	$1,356,100	$1,514,065	8.1%
U.S. Treasury Note/Bond, 1.38%, 4/15/12	1,398,700	1,416,567	7.6%
U.S. Treasury Note/Bond, 2.00%, 9/30/10	1,353,600	1,361,743	7.3%
U.S. Treasury Note/Bond, 2.75%, 7/31/10	885,100	888,972	4.8%
U.S. Treasury Note/Bond, 3.38%, 7/31/13	820,200	871,847	4.7%
Fed. Home Loan Mort. Corp., 3.25%, 2/25/11	720,000	733,861	3.9%
Fed. Natl. Mort. Assoc., 5.00%, 5/11/17	548,000	614,434	3.3%
Fed. Home Loan Mort. Corp., 3.25%, 2/25/11	498,000	538,939	2.9%
U.S. Treasury Note/Bond, 7.50%, 11/15/16	267,800	345,504	1.9%
Fed. Natl. Mort. Assoc., 5.00%, 4/15/15	278,000	313,440	1.7%

³ Holdings are subject to change without notice and there is no guarantee that the Fund will remain invested in any particular security. For a complete list of holdings, go to www.dbxstrategicadvisors.db.com.

Sector Breakdown* as of 5/31/10

* Weightings are expressed as a percentage of total investments and may change over time. The sector classifications used above are based on company classifications under Global Industry Classification Standards (GICS).

5

TDX Independence Funds, Inc.

PERFORMANCE SUMMARY (UNAUDITED)

TDX Independence 2020 Exchange-Traded Fund (TDH)

The TDX Independence 2020 Exchange-Traded Fund (the “Fund”) commenced investment operations and its shares began trading on NYSE Arca, Inc. (“NYSE Arca”) on October 1, 2007. The Fund seeks to track the performance, before fees and expenses, of the Zacks 2020 Lifecycle Index. Both the Fund’s equity and bond portfolios held fewer securities than the Zacks 2020 Lifecycle Index, a constraint imposed by the relatively small size of the Fund.

For the fiscal year ended May 31, 2010, the Fund’s net asset value increased 13.99%, compared to an increase of 12.66% for the Zacks 2020 Lifecycle Index and 15.10% for the Dow Jones Target 2020 Index. The fund’s performance benefitted from favorable results in several equity sectors, in particular Financials, Information Technology and Consumer Discretionary and strong performance in intermediate-term U.S. Treasuries.

Performance as of 5/31/10

Average Annual Total Returns
	Net Asset Value	Market Price	Zacks 2020 Lifecycle Index	Dow Jones Target 2020 Index
One Year	13.99%	13.75%	12.66%	15.10%
Since Inception1	-5.51%	-6.14%	-7.18%	-2.43%
Cumulative Total Returns
	Net Asset Value	Market Price	Zacks 2020 Lifecycle Index	Dow Jones Target 2020 Index
One Year	13.99%	13.75%	12.66%	15.10%
Since Inception1	-14.00%	-15.54%	-18.01%	-6.35%

¹ Total returns are calculated based on the commencement of trading, 10/1/07 (“Inception”). “Average Annual Total Return” represents the average annual change in value of an investment over the period(s) indicated. “Cumulative Total Return” represents the total change in value of an investment over the period(s) indicated.

Performance quoted represents past performance and does not guarantee future results. Current performance may be higher or lower than the performance quoted. Performance data current to the most recent month end may be obtained by visiting www.dbxstrategicadvisors.db.com. Investment in the Fund poses investment risk including possible loss of principal. The investment return and principal value of an investment will fluctuate, so that shares, when sold or redeemed, may be worth more or less than their original cost. The gross expense ratio for the fiscal year ended May 31, 2009, as disclosed in the most recent prospectus dated September 28, 2009, was 1.60%. Amerivest Investment Management, LLC, a sub-advisor to the Fund, has agreed to cap its fees and/or pay certain Fund operating expenses in order to limit Fund net annual operating expenses for shares of the Fund to 0.65% of the Fund’s average net assets until at least 9/30/10.

The preceding performance chart is provided for comparative purposes and represents the period(s) noted. The Fund’s net asset value per share (“NAV”) is calculated by dividing the value of the Fund’s total assets less total liabilities by the number of shares outstanding. The market price return is based on the change in the market price on NYSE Arca of a share of the Fund for the period(s) indicated. The price used to calculate market price returns is the midpoint of the bid/ask spread for Fund shares at 4 p.m. Eastern Time on NYSE Arca. NAV and market returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and market price, respectively. The Dow Jones Target Date Indexes are indexes whose allocations are automatically adjusted to reduce potential risk over time. The Dow Jones Target Date Indexes are designed to measure the performance of multi-asset class portfolios that allocate among U.S. and global stock, bond and cash subindexes on a monthly basis. The indexes automatically adjust their asset allocation over time to reflect reductions in potential risk as the investor’s target date approaches.

An index is a statistical measure of a specified financial market or sector. An index does not actually hold a portfolio of securities, incur expenses or pay any transaction costs. Therefore index returns do not reflect deductions for fees or expenses and are not available for direct investment. In comparison, the Fund’s performance is negatively impacted by these deductions. Fund returns do not reflect brokerage commissions or taxes on transactions in Fund shares or that a shareholder would pay on Fund distributions or the redemption of Fund shares.

“Target Date” refers to a time in the future, generally a specified year, in which the investor expects to retire or otherwise require the use of the invested funds. Target date funds are generally more aggressive the further the target date is from the present, with an objective of capital appreciation. As the target date approaches, the Fund’s objective will generally become more conservative, aiming to achieve a higher level of capital preservation.

Investors should note that although target date funds aim to preserve capital as the target date approaches, there is no guarantee that the Fund will achieve this objective.

6

TDX Independence Funds, Inc.

PERFORMANCE SUMMARY (UNAUDITED) (CONTINUED)

TDX Independence 2020 Exchange-Traded Fund (TDH) (Continued)

Growth of a $10,000 Investment in TDH² as of 5/31/10

² Based on Net Asset Value from commencement of trading, 10/1/07.

Asset Class Breakdown* as of 5/31/10

* Weightings are expressed as a percentage of total investments and may change over time. The sector classifications used above are based on company classifications under Global Industry Classification Standards (GICS).

Top Ten Holdings³ as of 5/31/10

Top Ten Equity Holdings
Description	Shares	Value	% of Net Assets
Exxon Mobil Corp.	12,352	$746,803	1.8%
Microsoft Corp.	21,392	551,913	1.3%
Apple, Inc.	2,093	538,236	1.3%
Wal-Mart Stores, Inc.	9,744	492,656	1.2%
General Electric Co.	26,217	428,647	1.0%
Procter & Gamble (The) Co.	6,598	403,072	1.0%
Johnson & Johnson	6,564	382,682	0.9%
Chevron Corp.	5,075	374,890	0.9%
International Business Machines Corp.	2,976	372,774	0.9%
Google, Inc., Class A	765	371,163	0.9%
Top Ten Fixed Income Holdings
Description	Principal Amount	Value	% of Net Assets
U.S. Treasury Note/Bond, 5.00%, 8/15/11	$949,700	$1,001,488	2.4%
U.S. Treasury Note/Bond, 4.75%, 5/15/14	817,400	912,615	2.2%
U.S. Treasury Note/Bond, 8.13%, 8/15/19	615,000	854,418	2.1%
U.S. Treasury Note/Bond, 3.38%, 7/31/13	774,800	823,588	2.0%
Fed. Home Loan Mort. Corp., 4.50%, 1/15/13	750,000	811,654	2.0%
U.S. Treasury Note/Bond, 6.25%, 5/15/30	499,300	650,026	1.6%
U.S. Treasury Note/Bond, 7.63%, 2/15/25	372,200	529,745	1.3%
Fed. Natl. Mort. Assoc., 5.00%, 5/11/17	448,000	502,312	1.2%
Wachovia Corp., 5.25%, 8/01/14	373,000	396,173	1.0%
Fed. Natl. Mort. Assoc., 5.00%, 4/15/15	335,000	377,706	0.9%

³ Holdings are subject to change without notice and there is no guarantee that the Fund will remain invested in any particular security. For a complete list of holdings, go to www.dbxstrategicadvisors.db.com.

Sector Breakdown* as of 5/31/10

* Weightings are expressed as a percentage of total investments and may change over time. The sector classifications used above are based on company classifications under Global Industry Classification Standards (GICS).

7

TDX Independence Funds, Inc.

PERFORMANCE SUMMARY (UNAUDITED)

TDX Independence 2030 Exchange-Traded Fund (TDN)

The TDX Independence 2030 Exchange-Traded Fund (the “Fund”) commenced investment operations and its shares began trading on NYSE Arca, Inc. (“NYSE Arca”) on October 1, 2007. The Fund seeks to track the performance, before fees and expenses, of the Zacks 2030 Lifecycle Index. Both the Fund’s equity and bond portfolios held fewer securities than the Zacks 2030 Lifecycle Index, a constraint imposed by the relatively small size of the Fund.

For the fiscal year ended May 31, 2010, the Fund’s net asset value increased 15.13%, compared to an increase of 15.03% for the Zacks 2030 Lifecycle Index and 19.37% for the Dow Jones Target 2030 Index. The fund’s performance benefitted from its heavy weighting to equities with favorable results in several sectors, in particular Financials, Information Technology and Consumer Discretionary.

Performance as of 5/31/10

Average Annual Total Returns
	Net Asset Value	Market Price	Zacks 2030 Lifecycle Index	Dow Jones Target 2030 Index
One Year	15.13%	16.23%	15.03%	19.37%
Since Inception1	-10.50%	-11.51%	-11.05%	-5.63%
Cumulative Total Returns
	Net Asset Value	Market Price	Zacks 2030 Lifecycle Index	Dow Jones Target 2030 Index
One Year	15.13%	16.23%	15.03%	19.37%
Since Inception1	-25.61%	-27.81%	-26.81%	-14.32%

¹ Total returns are calculated based on the commencement of trading, 10/1/07 (“Inception”). “Average Annual Total Return” represents the average annual change in value of an investment over the period(s) indicated. “Cumulative Total Return” represents the total change in value of an investment over the period(s) indicated.

Performance quoted represents past performance and does not guarantee future results. Current performance may be higher or lower than the performance quoted. Performance data current to the most recent month end may be obtained by visiting www.dbxstrategicadvisors.db.com. Investment in the Fund poses investment risk including possible loss of principal. The investment return and principal value of an investment will fluctuate, so that shares, when sold or redeemed, may be worth more or less than their original cost. The gross expense ratio for the fiscal year ended May 31, 2009, as disclosed in the most recent prospectus dated September 28, 2009, was 1.62%. Amerivest Investment Management, LLC, a sub-advisor to the Fund, has agreed to cap its fees and/or pay certain Fund operating expenses in order to limit Fund net annual operating expenses for shares of the Fund to 0.65% of the Fund’s average net assets until at least 9/30/10.

The preceding performance chart is provided for comparative purposes and represents the period(s) noted. The Fund’s net asset value per share (“NAV”) is calculated by dividing the value of the Fund’s total assets less total liabilities by the number of shares outstanding. The market price return is based on the change in the market price on NYSE Arca of a share of the Fund for the period(s) indicated. The price used to calculate market price returns is the midpoint of the bid/ask spread for Fund shares at 4 p.m. Eastern Time on NYSE Arca. NAV and market returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and market price, respectively. The Dow Jones Target Date Indexes are indexes whose allocations are automatically adjusted to reduce potential risk over time. The Dow Jones Target Date Indexes are designed to measure the performance of multi-asset class portfolios that allocate among U.S. and global stock, bond and cash subindexes on a monthly basis. The indexes automatically adjust their asset allocation over time to reflect reductions in potential risk as the investor’s target date approaches.

An index is a statistical measure of a specified financial market or sector. An index does not actually hold a portfolio of securities, incur expenses or pay any transaction costs. Therefore index returns do not reflect deductions for fees or expenses and are not available for direct investment. In comparison, the Fund’s performance is negatively impacted by these deductions. Fund returns do not reflect brokerage commissions or taxes on transactions in Fund shares or that a shareholder would pay on Fund distributions or the redemption of Fund shares.

“Target Date” refers to a time in the future, generally a specified year, in which the investor expects to retire or otherwise require the use of the invested funds. Target date funds are generally more aggressive the further the target date is from the present, with an objective of capital appreciation. As the target date approaches, the Fund’s objective will generally become more conservative, aiming to achieve a higher level of capital preservation.

Investors should note that although target date funds aim to preserve capital as the target date approaches, there is no guarantee that the Fund will achieve this objective.

8

TDX Independence Funds, Inc.

PERFORMANCE SUMMARY (UNAUDITED) (CONTINUED)

TDX Independence 2030 Exchange-Traded Fund (TDN) (Continued)

Growth of a $10,000 Investment in TDN² as of 5/31/10

² Based on Net Asset Value from commencement of trading, 10/1/07.

Asset Class Breakdown* as of 5/31/10

* Weightings are expressed as a percentage of total investments and may change over time. The sector classifications used above are based on company classifications under Global Industry Classification Standards (GICS).

Top Ten Holdings³ as of 5/31/10

Top Ten Equity Holdings
Description	Shares	Value	% of Net Assets
Exxon Mobil Corp.	13,181	$796,922	2.4%
Apple, Inc.	2,329	598,925	1.8%
Microsoft Corp.	22,889	590,535	1.8%
Wal-Mart Stores, Inc.	10,313	521,425	1.6%
Procter & Gamble (The) Co.	7,133	435,755	1.3%
General Electric Co.	26,428	432,099	1.3%
International Business Machines Corp.	3,300	413,357	1.3%
Johnson & Johnson	7,000	408,099	1.3%
Chevron Corp.	5,426	400,819	1.2%
AT&T, Inc.	16,285	395,726	1.2%
Top Ten Fixed Income Holdings
Description	Principal Amount	Value	% of Net Assets
U.S. Treasury Note/Bond, 4.38%, 2/15/38	$400,200	$411,143	1.3%
U.S. Treasury Note/Bond, 4.75%, 5/15/14	331,900	370,561	1.1%
U.S. Treasury Note/Bond, 7.50%, 11/15/16	216,300	279,061	0.9%
Cellco Partnership/Verizon Wireless Capital LLC, 5.55%, 2/01/14	242,000	267,742	0.8%
American Express Co., 4.88%, 7/15/13	223,000	237,717	0.7%
Fed. Natl. Mort. Assoc., 5.00%, 4/15/15	205,000	231,134	0.7%
U.S. Treasury Note/Bond, 1.75%, 11/15/11	164,000	166,729	0.5%
Fed. Natl. Mort. Assoc., 5.00%, 5/11/17	138,000	154,730	0.5%
Exelon Generation Co. LLC, 5.35%, 1/15/14	134,000	144,994	0.4%
Wyeth, 5.50%, 2/01/14	125,000	139,078	0.4%

³ Holdings are subject to change without notice and there is no guarantee that the Fund will remain invested in any particular security. For a complete list of holdings, go to www.dbxstrategicadvisors.db.com.

Sector Breakdown* as of 5/31/10

* Weightings are expressed as a percentage of total investments and may change over time. The sector classifications used above are based on company classifications under Global Industry Classification Standards (GICS).

9

TDX Independence Funds, Inc.

PERFORMANCE SUMMARY (UNAUDITED)

TDX Independence 2040 Exchange-Traded Fund (TDV)

The TDX Independence 2040 Exchange-Traded Fund (the “Fund”) commenced investment operations and its shares began trading on NYSE Arca, Inc. (“NYSE Arca”) on October 1, 2007. The Fund seeks to track the performance, before fees and expenses, of the Zacks 2040 Lifecycle Index. Both the Fund’s equity and bond portfolios held fewer securities than the Zacks 2040 Lifecycle Index, a constraint imposed by the relatively small size of the Fund.

For the fiscal year ended May 31, 2010, the Fund’s net asset value increased 15.59%, compared to an increase of 16.13% for the Zacks 2040 Lifecycle Index and 21.82% for the Dow Jones Target 2040 Index. The underperformance versus the Zachs 2040 Lifecycle Index can be attributed to the management fee charged by the fund. Indexes are unmanaged and do not include management fees, transaction costs or taxes that a fund would incur. Such expenses and charges would reduce index returns. The fund’s performance benefitted from its heavy weighting to equities with favorable results in several sectors, in particular Financials, Information Technology and Consumer Discretionary.

Performance as of 5/31/10

Average Annual Total Returns
	Net Asset Value	Market Price	Zacks 2040 Lifecycle Index	Dow Jones Target 2040 Index
One Year	15.59%	11.03%	16.13%	21.82%
Since Inception1	-12.01%	-12.95%	-13.04%	-7.28%
Cumulative Total Returns
	Net Asset Value	Market Price	Zacks 2040 Lifecycle Index	Dow Jones Target 2040 Index
One Year	15.59%	11.03%	16.13%	21.82%
Since Inception1	-28.89%	-30.90%	-31.10%	-18.26%

¹ Total returns are calculated based on the commencement of trading, 10/1/07 (“Inception”). “Average Annual Total Return” represents the average annual change in value of an investment over the period(s) indicated. “Cumulative Total Return” represents the total change in value of an investment over the period(s) indicated.

Performance quoted represents past performance and does not guarantee future results. Current performance may be higher or lower than the performance quoted. Performance data current to the most recent month end may be obtained by visiting www.dbxstrategicadvisors.db.com. Investment in the Fund poses investment risk including possible loss of principal. The investment return and principal value of an investment will fluctuate, so that shares, when sold or redeemed, may be worth more or less than their original cost. The gross expense ratio for the fiscal year ended May 31, 2009, as disclosed in the most recent prospectus dated September 28, 2009, was 1.65%. Amerivest Investment Management, LLC, a sub-advisor to the Fund, has agreed to cap its fees and/or pay certain Fund operating expenses in order to limit Fund net annual operating expenses for shares of the Fund to 0.65% of the Fund’s average net assets until at least 9/30/10.

The preceding performance chart is provided for comparative purposes and represents the period(s) noted. The Fund’s net asset value per share (“NAV”) is calculated by dividing the value of the Fund’s total assets less total liabilities by the number of shares outstanding. The market price return is based on the change in the market price on NYSE Arca of a share of the Fund for the period(s) indicated. The price used to calculate market price returns is the midpoint of the bid/ask spread for Fund shares at 4 p.m. Eastern Time on NYSE Arca. NAV and market returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and market price, respectively. The Dow Jones Target Date Indexes are indexes whose allocations are automatically adjusted to reduce potential risk over time. The Dow Jones Target Date Indexes are designed to measure the performance of multi-asset class portfolios that allocate among U.S. and global stock, bond and cash subindexes on a monthly basis. The indexes automatically adjust their asset allocation over time to reflect reductions in potential risk as the investor’s target date approaches.

An index is a statistical measure of a specified financial market or sector. An index does not actually hold a portfolio of securities, incur expenses or pay any transaction costs. Therefore index returns do not reflect deductions for fees or expenses and are not available for direct investment. In comparison, the Fund’s performance is negatively impacted by these deductions. Fund returns do not reflect brokerage commissions or taxes on transactions in Fund shares or that a shareholder would pay on Fund distributions or the redemption of Fund shares.

“Target Date” refers to a time in the future, generally a specified year, in which the investor expects to retire or otherwise require the use of the invested funds. Target date funds are generally more aggressive the further the target date is from the present, with an objective of capital appreciation. As the target date approaches, the Fund’s objective will generally become more conservative, aiming to achieve a higher level of capital preservation.

Investors should note that although target date funds aim to preserve capital as the target date approaches, there is no guarantee that the Fund will achieve this objective.

10

TDX Independence Funds, Inc.

PERFORMANCE SUMMARY (UNAUDITED) (CONTINUED)

TDX Independence 2040 Exchange-Traded Fund (TDV) (Continued)

Growth of a $10,000 Investment in TDV² as of 5/31/10

² Based on Net Asset Value from commencement of trading, 10/1/07.

Asset Class Breakdown* as of 5/31/10

* Weightings are expressed as a percentage of total investments and may change over time. The sector classifications used above are based on company classifications under Global Industry Classification Standards (GICS).

Top Ten Holdings³ as of 5/31/10

Top Ten Equity Holdings
Description	Shares	Value	% of Net Assets
Exxon Mobil Corp.	14,420	$871,832	2.8%
Apple, Inc.	2,536	652,157	2.1%
Microsoft Corp.	25,147	648,793	2.1%
Wal-Mart Stores, Inc.	11,417	577,245	1.8%
General Electric Co.	29,314	479,283	1.5%
Procter & Gamble (The) Co.	7,807	476,930	1.5%
International Business Machines Corp.	3,594	450,184	1.4%
Johnson & Johnson	7,708	449,376	1.4%
Chevron Corp.	5,935	438,418	1.4%
AT&T, Inc.	17,903	435,043	1.4%
Top Ten Fixed Income Holdings
Description	Principal Amount	Value	% of Net Assets
U.S. Treasury Note/Bond, 8.13%, 8/15/19	$90,400	$125,592	0.4%
U.S. Treasury Note/Bond, 7.63%, 2/15/25	70,600	100,484	0.3%
U.S. Treasury Note/Bond, 3.25% 7/31/16	74,000	76,896	0.2%
Goldman Sachs Group (The), Inc., 6.75%, 10/01/37	69,000	64,795	0.2%
U.S. Treasury Note/Bond, 5.00%, 5/15/37	49,100	55,736	0.2%
American Express Co., 4.88%, 7/15/13	49,000	52,234	0.2%
Fed. Natl. Mort. Assoc., 5.00%, 4/15/15	43,000	48,482	0.2%
U.S. Treasury Note/Bond, 4.38%, 2/15/38	46,000	47,258	0.2%
Cellco Partnership/Verizon Wireless Capital LLC, 5.55%, 2/01/14	40,000	44,255	0.1%
U.S. Treasury Note/Bond, 6.25%, 5/15/30	28,600	37,234	0.1%

³ Holdings are subject to change without notice and there is no guarantee that the Fund will remain invested in any particular security. For a complete list of holdings, go to www.dbxstrategicadvisors.db.com.

Sector Breakdown* as of 5/31/10

* Weightings are expressed as a percentage of total investments and may change over time. The sector classifications used above are based on company classifications under Global Industry Classification Standards (GICS).

11

TDX Independence Funds, Inc.

PERFORMANCE SUMMARY (UNAUDITED)

TDX Independence In-Target Exchange-Traded Fund (TDX)

The TDX Independence In-Target Exchange-Traded Fund (the “Fund”) commenced investment operations and its shares began trading on NYSE Arca, Inc. (“NYSE Arca”) on October 1, 2007. The Fund seeks to track the performance, before fees and expenses, of the Zacks In-Target Lifecycle Index. Both the Fund’s equity and bond portfolios held fewer securities than the Zacks In-Target Lifecycle Index, a constraint imposed by the relatively small size of the Fund.

For the fiscal year ended May 31, 2010, the Fund’s net asset value increased 4.23%, compared to an increase of 1.14% for the Zacks In-Target Lifecycle Index and 9.61% for the Dow Jones Target Today Index. The fund’s performance benefited from favorable results in several equity sectors, in particular Financials, Information Technology, and Consumer Discretionary, partially offset by the Fund’s heavier weighting to fixed income securities, in particular short-term U.S. Treasuries.

Performance as of 5/31/10

Average Annual Total Returns
	Net Asset Value	Market Price	Zacks In-Target Lifecycle Index	Dow Jones Target Today Index
One Year	4.23%	3.03%	1.14%	9.61%
Since Inception1	1.65%	0.92%	-0.99%	3.69%
Cumulative Total Returns
	Net Asset Value	Market Price	Zacks In-Target Lifecycle Index	Dow Jones Target Today Index
One Year	4.23%	3.03%	1.14%	9.61%
Since Inception1	4.45%	2.47%	-2.61%	10.14%

¹ Total returns are calculated based on the commencement of trading, 10/1/07 (“Inception”). “Average Annual Total Return” represents the average annual change in value of an investment over the period(s) indicated. “Cumulative Total Return” represents the total change in value of an investment over the period(s) indicated.

Performance quoted represents past performance and does not guarantee future results. Current performance may be higher or lower than the performance quoted. Performance data current to the most recent month end may be obtained by visiting www.dbxstrategicadvisors.db.com. Investment in the Fund poses investment risk including possible loss of principal. The investment return and principal value of an investment will fluctuate, so that shares, when sold or redeemed, may be worth more or less than their original cost. The gross expense ratio for the fiscal year ended May 31, 2009, as disclosed in the most recent prospectus dated September 28, 2009, was 1.66%*. Amerivest Investment Management, LLC, a sub-advisor to the Fund, has agreed to cap its fees and/or pay certain Fund operating expenses in order to limit Fund net annual operating expenses for shares of the Fund to 0.65% of the Fund’s average net assets until at least 9/30/10.

The preceding performance chart is provided for comparative purposes and represents the period(s) noted. The Fund’s net asset value per share (“NAV”) is calculated by dividing the value of the Fund’s total assets less total liabilities by the number of shares outstanding. The market price return is based on the change in the market price on NYSE Arca of a share of the Fund for the period(s) indicated. The price used to calculate market price returns is the midpoint of the bid/ask spread for Fund shares at 4 p.m. Eastern Time on NYSE Arca. NAV and market returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and market price, respectively. The Dow Jones Target Date Indexes are indexes whose allocations are automatically adjusted to reduce potential risk over time. The Dow Jones Target Date Indexes are designed to measure the performance of multi-asset class portfolios that allocate among U.S. and global stock, bond and cash subindexes on a monthly basis. The indexes automatically adjust their asset allocation over time to reflect reductions in potential risk as the investor’s target date approaches.

An index is a statistical measure of a specified financial market or sector. An index does not actually hold a portfolio of securities, incur expenses or pay any transaction costs. Therefore index returns do not reflect deductions for fees or expenses and are not available for direct investment. In comparison, the Fund’s performance is negatively impacted by these deductions. Fund returns do not reflect brokerage commissions or taxes on transactions in Fund shares or that a shareholder would pay on Fund distributions or the redemption of Fund shares.

“Target Date” refers to a time in the future, generally a specified year, in which the investor expects to retire or otherwise require the use of the invested funds. Target date funds are generally more aggressive the further the target date is from the present, with an objective of capital appreciation. As the target date approaches, the Fund’s objective will generally become more conservative, aiming to achieve a higher level of capital preservation.

Investors should note that although target date funds aim to preserve capital as the target date approaches, there is no guarantee that the Fund will achieve this objective.

* The fees and expenses are restated to reflect a higher gross expense ratio (before expense reduction/reimbursement) resulting from a decline in assets under management since May 31, 2009.

12

TDX Independence Funds, Inc.

PERFORMANCE SUMMARY (UNAUDITED) (CONTINUED)

TDX Independence In-Target Exchange-Traded Fund (TDX) (Continued)

Growth of a $10,000 Investment in TDX² as of 5/31/10

² Based on Net Asset Value from commencement of trading, 10/1/07.

Asset Class Breakdown* as of 5/31/10

*Weightings are expressed as a percentage of total investments and may change over time. The sector classifications used above are based on company classifications under Global Industry Classification Standards (GICS).

Top Ten Holdings³ as of 5/31/10

Top Ten Equity Holdings
Description	Shares	Value	% of Net Assets
Exxon Mobil Corp.	1,943	$117,475	0.6%
Apple, Inc.	337	86,662	0.4%
Microsoft Corp.	3,338	86,119	0.4%
Wal-Mart Stores, Inc.	1,534	77,560	0.4%
General Electric Co.	3,960	64,745	0.3%
Procter & Gamble (The) Co.	1,027	62,739	0.3%
International Business Machines Corp.	500	62,629	0.3%
Johnson & Johnson	1,015	59,174	0.3%
Chevron Corp.	795	58,727	0.3%
AT&T, Inc.	2,397	58,248	0.3%
Top Ten Fixed Income Holdings
Description	Principal Amount	Value	% of Net Assets
U.S. Treasury Note/Bond, 4.88%, 5/31/11	$2,358,100	$2,462,372	12.3%
U.S. Treasury Note/Bond, 5.13%, 6/30/11	1,674,600	1,758,985	8.8%
U.S. Treasury Note/Bond, 3.88%, 7/15/10	1,491,900	1,498,836	7.5%
U.S. Treasury Note/Bond, 4.75%, 5/15/14	1,270,400	1,418,383	7.1%
U.S. Treasury Note/Bond, 4.25%, 9/30/12	1,050,000	1,132,195	5.6%
U.S. Treasury Note/Bond, 5.00%, 2/15/11	1,043,100	1,077,531	5.4%
U.S. Treasury Note/Bond, 4.88%, 4/30/11	920,700	958,175	4.8%
U.S. Treasury Note/Bond, 4.50%, 11/15/10	819,300	835,238	4.2%
U.S. Treasury Note/Bond, 4.50%, 11/30/11	735,000	777,779	3.9%
U.S. Treasury Note/Bond, 4.63%, 2/29/12	685,000	732,308	3.7%

³ Holdings are subject to change without notice and there is no guarantee that the Fund will remain invested in any particular security. For a complete list of holdings, go to www.dbxstrategicadvisors.db.com.

Sector Breakdown* as of 5/31/10

*Weightings are expressed as a percentage of total investments and may change over time. The sector classifications used above are based on company classifications under Global Industry Classification Standards (GICS).

13

TDX Independence Funds, Inc.

FEES AND EXPENSES (UNAUDITED)

As a shareholder of one or more of the various TDX Independence ETFs (each, a “Fund” and collectively, the “Funds” or “TDX Independence Exchange-Traded Funds”), you incur advisory fees and other Fund expenses. The expense examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds.

The example is based on an investment of $1,000 invested at the beginning of the period and held through the six month period ended May 31, 2010.

ACTUAL EXPENSES

The first line in the following tables provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading “Expenses Paid During the Period” to estimate the expenses you paid on your account during this period.

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The second line in the following tables provides information about hypothetical account values and hypothetical expenses based on the Funds’ actual expense ratios and an assumed rate of return of 5% per year before expenses (which is not the Funds’ actual return). The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the tables are meant to highlight your ongoing costs only, and do not reflect any transactional costs. Therefore the second line in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value December 1, 2009		Ending Account Value May 31, 2010		Annualized Expense  Ratio(1) based on the number of days in the period		Expenses Paid During the  Period(2) December 1, 2009 to May 31, 2010
TDX Independence 2010 Exchange-Traded Fund
Actual	$	1,000.00	$	1,000.38	0.65	%	$	3.24
Hypothetical (5% return before expenses)	$	1,000.00	$	1,021.69	0.65	%	$	3.28
TDX Independence 2020 Exchange-Traded Fund
Actual	$	1,000.00	$	987.28	0.65	%	$	3.22
Hypothetical (5% return before expenses)	$	1,000.00	$	1,021.69	0.65	%	$	3.28
TDX Independence 2030 Exchange-Traded Fund
Actual	$	1,000.00	$	978.37	0.65	%	$	3.21
Hypothetical (5% return before expenses)	$	1,000.00	$	1,021.69	0.65	%	$	3.28
TDX Independence 2040 Exchange-Traded Fund
Actual	$	1,000.00	$	972.74	0.65	%	$	3.20
Hypothetical (5% return before expenses)	$	1,000.00	$	1,021.69	0.65	%	$	3.28
TDX Independence In-Target Exchange-Traded Fund
Actual	$	1,000.00	$	995.38	0.65	%	$	3.23
Hypothetical (5% return before expenses)	$	1,000.00	$	1,021.69	0.65	%	$	3.28

(1) Amerivest Investment Management, LLC (“Amerivest”), a sub-advisor to the Funds, has contractually agreed to pay Fund operating expenses (excluding, among other things, acquired fund fees and expenses, interest, taxes, brokerage commissions and extraordinary expenses) in order to limit the Net Annual Operating Expenses for shares of each Fund to 0.65% of the Fund’s average net assets (the “Expense Cap”). The Expense Cap will remain in effect until at least September 30, 2010. Amerivest is permitted to be reimbursed for fee reductions and/or expense payments made in the prior three fiscal years. This reimbursement may be requested by Amerivest if the aggregate amount actually paid by the Fund toward operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the Expense Cap. Ratios would have been higher if fees were not reduced by Amerivest.

(2) Expenses are calculated using the annualized expense ratio, which represents the ongoing expenses as a percentage of net assets for the period December 1, 2010 to May 31, 2010. Expenses are calculated by multiplying the Fund’s annualized expense ratio by the average account value for the period; then multiplying the result by 182 days and then dividing the result by 365.

14

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS

TDX INDEPENDENCE 2010 EXCHANGE-TRADED FUND

May 31, 2010

	Number of Shares	Value
COMMON STOCKS — 20.7%
CONSUMER DISCRETIONARY — 2.2%
Amazon.com, Inc.*	155	$	19,446
Ameristar Casinos, Inc.	172		3,099
AutoZone, Inc.*	22		4,199
Bally Technologies, Inc.*	152		6,460
Brown Shoe Co., Inc.	518		8,640
Buckle (The), Inc.	143		5,084
Carter’s, Inc.*	159		4,859
Cinemark Holdings, Inc.	334		5,341
Collective Brands, Inc.*	160		3,581
Columbia Sportswear Co.	101		5,169
Comcast Corp., Class A	1,113		20,134
Cooper Tire & Rubber Co.	80		1,513
Corinthian Colleges, Inc.*	297		3,977
Daimler AG (Germany)*	168		8,349
DIRECTV, Class A*	371		13,983
Dress Barn (The), Inc.*	200		5,478
Eastman Kodak Co.*	559		3,153
Ethan Allen Interiors, Inc.	322		6,504
Ford Motor Co.*	1,096		12,856
Fossil, Inc.*	205		7,688
Hennes & Mauritz AB, B Shares (Sweden)	102		5,753
Home Depot (The), Inc.	641		21,704
HONDA MOTOR Co. Ltd. (Japan)	461		14,082
Iconix Brand Group, Inc.*	205		3,331
J. Crew Group, Inc.*	149		6,800
Jack in the Box, Inc.*	167		3,747
Knology, Inc.*	471		5,633
Las Vegas Sands Corp.*	160		3,757
Life Time Fitness, Inc.*	150		5,567
LVMH Moet Hennessy Louis Vuitton SA (France)	54		5,721
Marcus (The) Corp.	328		3,592
McDonald’s Corp.	420		28,086
Men’s Wearhouse (The), Inc.	161		3,500
News Corp., Class A	729		9,623
Nissan Motor Co. Ltd. (Japan)*	515		3,749
Omnicom Group, Inc.	121		4,592
Panasonic Corp. (Japan)	444		5,712
Rent-A-Center, Inc.*	197		4,771
Sony Corp. (Japan)	242		7,552
Talbots (The), Inc.*	738		11,100
Target Corp.	317		17,286
Time Warner, Inc.	446		13,822
Toyota Motor Corp. (Japan)	565		20,503
Tractor Supply Co.	96		6,505
Tupperware Brands Corp.	140		5,949
Vail Resorts, Inc.*	110		4,577
Vivendi (France)	257		5,622
Volcom, Inc.*	300		5,988
Volkswagen AG (Germany)	15		1,279
Walt Disney (The) Co.	669		22,358
Warnaco Group (The), Inc.*	134		5,707
			417,481

	Number of Shares	Value
CONSUMER STAPLES — 2.1%
Anheuser-Busch Inbev NV (Belgium)	134	$	6,466
B&G Foods, Inc., Class A	468		4,961
Boston Beer (The) Co., Inc., Class A*	122		8,058
British American Tobacco PLC (United Kingdom)	357		10,543
Campbell Soup Co.	133		4,763
Carrefour SA (France)	125		5,212
Casey’s General Stores, Inc.	140		5,162
Coca-Cola (The) Co.	795		40,863
CVS Caremark Corp.	553		19,150
Diageo PLC (United Kingdom)	476		7,261
Fresh Del Monte Produce, Inc. (Cayman Islands)*	146		2,920
Imperial Tobacco Group PLC (United Kingdom)	204		5,309
Kraft Foods, Inc., Class A	504		14,414
Lancaster Colony Corp.	72		3,936
Molson Coors Brewing Co., Class B	74		3,037
Nestle SA (Switzerland)	697		31,615
Philip Morris International, Inc.	715		31,546
Prestige Brands Holdings, Inc.*	607		4,686
Procter & Gamble (The) Co.	989		60,417
Reckitt Benckiser Group PLC (United Kingdom)	103		4,833
Ruddick Corp.	149		4,920
Safeway, Inc.	183		4,052
Tesco PLC (United Kingdom)	1,556		9,260
Tootsie Roll Industries, Inc.	161		4,031
Unilever NV (Netherlands)	317		8,725
Unilever PLC (United Kingdom)	249		6,725
Wal-Mart Stores, Inc.	1,435		72,553
			385,418
ENERGY — 2.3%
Arena Resources, Inc.*	129		4,242
ATP Oil & Gas Corp.*	452		4,809
Berry Petroleum Co., Class A	80		2,459
BG Group PLC (United Kingdom)	731		11,214
Bill Barrett Corp.*	144		4,689
BP PLC (United Kingdom)	3,854		27,572
Chevron Corp.	733		54,146
ConocoPhillips	551		28,574
Dril-Quip, Inc.*	117		5,699
ENI S.p.A (Italy)	549		10,392
Exxon Mobil Corp.	1,859		112,394
General Maritime Corp. (Marshall Islands)	448		3,096
ION Geophysical Corp.*	1,395		7,575
Matrix Service Co.*	370		3,641
Murphy Oil Corp.	85		4,537
Nordic American Tanker Shipping Ltd. (Bermuda)	129		3,664
Occidental Petroleum Corp.	269		22,195
Peabody Energy Corp.	81		3,156
Repsol YPF SA (Spain)	162		3,356
Royal Dutch Shell PLC, Class A (United Kingdom)	771		20,322

See Notes to Financial Statements. 15

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS (CONTINUED)

TDX INDEPENDENCE 2010 EXCHANGE-TRADED FUND (Continued)

May 31, 2010

	Number of Shares	Value
ENERGY (Continued)
Royal Dutch Shell PLC, Class B (United Kingdom)	595	$	15,068
Schlumberger Ltd. (Netherlands Antilles)	409		22,965
Southwestern Energy Co.*	257		9,666
StatoilHydro ASA (Norway)	270		5,440
Total SA (France)	462		21,726
Woodside Petroleum Ltd. (Australia)	109		4,016
World Fuel Services Corp.	185		4,816
			421,429
FINANCIALS — 3.8%
Aflac, Inc.	382		16,923
Alexander’s, Inc. REIT	15		4,866
Allianz SE (Germany)	94		9,451
American Campus Communities, Inc. REIT	148		3,962
Annaly Capital Management, Inc. REIT	421		7,140
Assicurazioni Generali S.p.A (Italy)	233		4,275
Australia & New Zealand Banking Group Ltd. (Australia)	371		7,082
AXA (France)	307		5,116
Banco Bilbao Vizcaya Argentaria SA (Spain)	633		6,733
Banco Santander SA (Spain)	1,363		14,119
Bank of America Corp.	2,917		45,913
Bank of New York Mellon (The) Corp.	978		26,601
Barclays PLC (United Kingdom)	1,511		6,665
BB&T Corp.	515		15,574
BNP Paribas (France)	165		9,557
Boston Private Financial Holdings, Inc.	673		4,926
Capital One Financial Corp.	325		13,423
Charles Schwab (The) Corp.	924		15,098
Commonwealth Bank of Australia (Australia)	258		11,399
Credit Suisse Group AG (Switzerland)	197		7,685
Delphi Financial Group, Inc., Class A	148		3,844
Deutsche Bank AG (Germany)	108		6,456
Dime Community Bancshares, Inc.	373		4,759
Encore Capital Group, Inc.*	274		5,727
Equity Lifestyle Properties, Inc. REIT	100		5,180
Equity One, Inc. REIT	245		4,207
First Financial Bankshares, Inc.	52		2,609
FirstMerit Corp.	209		3,896
Franklin Resources, Inc.	191		18,735
GAMCO Investors, Inc., Class A	85		3,369
Goldman Sachs Group (The), Inc.	178		25,678
Highwoods Properties, Inc. REIT	208		6,128
HSBC Holdings PLC (United Kingdom)	3,505		31,814
Intesa Sanpaolo S.p.A (Italy)	1,601		4,240
JPMorgan Chase & Co.	1,362		53,907
Kansas City Life Insurance Co.	136		4,118
KBW, Inc.*	109		2,735
Knight Capital Group, Inc., Class A*	253		3,696
MarketAxess Holdings, Inc.	333		4,915
MFA Financial, Inc. REIT	618		4,530
Mid-America Apartment Communities, Inc. REIT	86		4,698
Mitsubishi UFJ Financial Group, Inc. (Japan)	2,391		11,674
Montpelier Re Holdings Ltd. (Bermuda)	229		3,575
Moody’s Corp.	185		3,793

	Number of Shares	Value
FINANCIALS (Continued)
Morgan Stanley	505	$	13,691
Muenchener Rueckversicherungs-Gesellschaft AG (Germany)	42		5,353
National Australia Bank Ltd. (Australia)	350		7,352
National Bank of Greece SA ADR (Greece)*	778		1,906
National Financial Partners Corp.*	537		7,486
National Retail Properties, Inc. REIT	231		5,077
NewAlliance Bancshares, Inc.	282		3,319
Nordea Bank AB (Sweden)	600		4,937
Northern Trust Corp.	181		9,197
Omega Healthcare Investors, Inc. REIT	230		4,568
optionsXpress Holdings, Inc.*	160		2,568
Platinum Underwriters Holdings Ltd. (Bermuda)	118		4,344
Potlatch Corp. REIT	116		4,041
ProAssurance Corp.*	87		5,121
Progressive (The) Corp.	572		11,205
Prosperity Bancshares, Inc.	121		4,361
Riskmetrics Group, Inc.*	178		3,850
SCBT Financial Corp.	149		5,333
Simon Property Group, Inc. REIT	184		15,646
Societe Generale (France)	95		4,165
Standard Chartered PLC (United Kingdom)	384		9,089
Stifel Financial Corp.*	74		3,750
Sumitomo Mitsui Financial Group, Inc. (Japan)	162		4,860
Tanger Factory Outlet Centers, Inc. REIT	91		3,787
Tower Group, Inc.	109		2,388
UBS AG (Switzerland)*	674		8,985
UMB Financial Corp.	103		4,012
UniCredito Italiano S.p.A (Italy)	3,016		6,371
Washington Real Estate Investment Trust REIT	165		4,848
Wells Fargo & Co.	1,677		48,112
Westamerica Bancorp.	78		4,342
Westpac Banking Corp. (Australia)	521		10,335
Westwood Holdings Group, Inc.	89		3,306
Zurich Financial Services AG (Switzerland)	30		6,135
			704,631
HEALTH CARE — 2.0%
Abbott Laboratories	599		28,487
Amedisys, Inc.*	100		4,972
AMERIGROUP Corp.*	156		5,604
AstraZeneca PLC (United Kingdom)	270		11,327
Bayer AG (Germany)	173		9,727
Boston Scientific Corp.*	623		3,769
Bruker Corp.*	537		6,839
Catalyst Health Solutions, Inc.*	142		5,437
Emergency Medical Services Corp., Class A*	114		6,107
eResearch Technology, Inc.*	658		5,225
Forest Laboratories, Inc.*	131		3,390
Genzyme Corp.*	110		5,352
GlaxoSmithKline PLC (United Kingdom)	962		16,093
Haemonetics Corp.*	78		4,207
Isis Pharmaceuticals, Inc.*	302		2,778
Johnson & Johnson	981		57,191
Magellan Health Services, Inc.*	114		4,639
Medicis Pharmaceutical Corp., Class A	189		4,383

See Notes to Financial Statements. 16

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS (CONTINUED)

TDX INDEPENDENCE 2010 EXCHANGE-TRADED FUND (Continued)

May 31, 2010

	Number of Shares	Value
HEALTH CARE (Continued)
Novartis AG (Switzerland)	514	$	23,359
Novo Nordisk A/S, B Shares (Denmark)	90		6,974
NuVasive, Inc.*	123		4,830
Onyx Pharmaceuticals, Inc.*	174		3,878
Owens & Minor, Inc.	190		5,675
Pfizer, Inc.	2,511		38,242
Psychiatric Solutions, Inc.*	171		5,537
Quality Systems, Inc.	88		5,196
Regeneron Pharmaceuticals, Inc.*	247		7,057
Roche Holding AG (Switzerland)	141		19,406
Sanofi-Aventis SA (France)	221		13,358
SIGA Technologies, Inc.*	490		3,406
Sirona Dental Systems, Inc.*	86		3,043
STERIS Corp.	178		5,666
Takeda Pharmaceutical Co. Ltd. (Japan)	181		7,464
Thoratec Corp.*	175		7,677
UnitedHealth Group, Inc.	428		12,442
WellCare Health Plans, Inc.*	150		4,089
Zimmer Holdings, Inc.*	61		3,412
			366,238
INDUSTRIALS — 2.2%
A.O. Smith Corp.	82		3,823
ABB Ltd. (Switzerland)*	438		7,519
BAE Systems PLC (United Kingdom)	695		3,243
Baldor Electric Co.	138		4,958
C.H. Robinson Worldwide, Inc.	141		8,194
Caterpillar, Inc.	232		14,096
CLARCOR, Inc.	141		5,113
CRA International, Inc.*	146		3,244
Curtiss-Wright Corp.	129		4,272
Dollar Thrifty Automotive Group, Inc.*	224		10,461
East Japan Railway Co. (Japan)	44		2,806
Eaton Corp.	69		4,827
EMCOR Group, Inc.*	201		5,019
Emerson Electric Co.	274		12,725
First Solar, Inc.*	38		4,270
General Dynamics Corp.	149		10,117
General Electric Co.	3,717		60,772
Geo Group (The), Inc.*	160		3,376
GrafTech International Ltd.*	352		5,847
Granite Construction, Inc.	110		3,262
Hawaiian Holdings, Inc.*	569		4,051
Heartland Express, Inc.	255		3,964
Heico Corp.	92		3,670
Heidrick & Struggles International, Inc.	221		5,116
Hutchison Whampoa Ltd. (Hong Kong)	799		5,008
JetBlue Airways Corp.*	769		4,768
Knight Transportation, Inc.	238		4,731
Koninklijke Philips Electronics NV (Netherlands)	212		6,383
L.B. Foster Co., Class A*	113		3,172
Lockheed Martin Corp.	140		11,189
Mitsubishi Corp. (Japan)	321		7,321
Mitsui & Co. Ltd. (Japan)	400		5,810
PACCAR, Inc.	148		6,068
Regal-Beloit Corp.	89		5,366

	Number of Shares	Value
INDUSTRIALS (Continued)
Republic Services, Inc.	150	$	4,368
Rollins, Inc.	262		5,570
Schneider Electric SA (France)	44		4,422
Seaboard Corp.	3		4,278
Siemens AG (Germany)	179		16,213
Tetra Tech, Inc.*	168		3,808
Towers Watson & Co., Class A	129		5,934
Union Pacific Corp.	388		27,714
United Parcel Service, Inc., Class B	755		47,383
United Technologies Corp.	312		21,022
Vestas Wind Systems A/S (Denmark)*	43		2,073
Vicor Corp.*	529		6,454
Vinci SA (France)	83		3,766
Waste Management, Inc.	188		6,112
Watsco, Inc.	88		5,152
			418,830
INFORMATION TECHNOLOGY — 3.7%
Accenture PLC, Class A (Ireland)	492		18,460
Anixter International, Inc.*	110		5,225
Apple, Inc.*	310		79,719
Arris Group, Inc.*	359		3,938
Benchmark Electronics, Inc.*	200		3,696
CACI International, Inc., Class A*	86		3,977
CANON, Inc. (Japan)	242		9,953
Cass Information Systems, Inc.	105		3,331
Cisco Systems, Inc.*	1,931		44,722
Concur Technologies, Inc.*	142		6,007
Corning, Inc.	611		10,650
Daktronics, Inc.	524		4,412
Digital River, Inc.*	109		3,002
Electro Scientific Industries, Inc.*	312		4,009
EMC Corp.*	757		14,095
Entegris, Inc.*	1,001		5,405
Exar Corp.*	500		3,500
Gartner, Inc.*	273		6,757
Google, Inc., Class A*	106		51,429
Hewlett-Packard Co.	844		38,832
Informatica Corp.*	239		6,166
International Business Machines Corp.	465		58,246
IXYS Corp.*	413		3,849
Jack Henry & Associates, Inc.	238		5,722
ManTech International Corp., Class A*	107		4,947
MasterCard, Inc., Class A	100		20,177
Microsemi Corp.*	233		3,607
Microsoft Corp.	3,157		81,450
ModusLink Global Solutions, Inc.*	531		4,057
Nintendo Co. Ltd. (Japan)	20		5,885
Nokia Oyj (Finland)	732		7,492
Oracle Corp.	1,784		40,265
Palm, Inc.*	440		2,508
Parametric Technology Corp.*	346		5,702
Paychex, Inc.	139		3,967
Polycom, Inc.*	232		6,967
Quest Software, Inc.*	271		5,245
Rackspace Hosting, Inc.*	366		6,442
Riverbed Technology, Inc.*	195		5,212

See Notes to Financial Statements. 17

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS (CONTINUED)

TDX INDEPENDENCE 2010 EXCHANGE-TRADED FUND (Continued)

May 31, 2010

	Number of Shares	Value
INFORMATION TECHNOLOGY (Continued)
SAP AG (Germany)	185	$	7,914
Skyworks Solutions, Inc.*	422		6,722
Solera Holdings, Inc.	196		6,797
SRA International, Inc., Class A*	162		3,494
Telefonaktiebolaget LM Ericsson, B Shares (Sweden)	570		5,758
TIBCO Software, Inc.*	492		5,614
Visa, Inc., Class A	685		49,635
VistaPrint NV (Netherlands)*	117		5,463
Yahoo!, Inc.*	476		7,302
			697,724
MATERIALS — 0.9%
Air Liquide SA (France)	52		5,099
American Vanguard Corp.	385		3,068
Anglo American PLC (United Kingdom)*	277		10,657
ArcelorMittal (Luxembourg)	176		5,365
BASF AG (Germany)	181		9,564
BHP Billiton Ltd. (Australia)	684		22,597
BHP Billiton PLC (United Kingdom)	449		12,420
Dow Chemical (The) Co.	432		11,625
E.I. du Pont de Nemours & Co.	340		12,299
NewMarket Corp.	42		4,324
Newmont Mining Corp.	193		10,387
Praxair, Inc.	119		9,234
Rio Tinto PLC (United Kingdom)	265		12,219
Rock-Tenn Co., Class A	108		5,558
Rockwood Holdings, Inc.*	209		5,421
Sensient Technologies Corp.	141		3,904
Shin-Etsu Chemical Co. Ltd. (Japan)	80		4,077
Silgan Holdings, Inc.	216		6,162
Syngenta AG (Switzerland)	22		4,883
Westlake Chemical Corp.	188		3,987
Weyerhaeuser Co.	100		4,258
			167,108
TELECOMMUNICATION SERVICES — 0.8%
AT&T, Inc.	2,260		54,918
Deutsche Telekom AG (Germany)	579		6,536
France Telecom SA (France)	394		7,572
Koninklijke (Royal) KPN NV (Netherlands)	345		4,525
NTT DoCoMo, Inc. (Japan)	3		4,503
Telefonica SA (Spain)	796		15,411
Verizon Communications, Inc.	1,091		30,024
Vodafone Group PLC (United Kingdom)	10,443		20,859
			144,348
UTILITIES — 0.7%
Consolidated Edison, Inc.	217		9,242
E.ON AG (Germany)	396		12,128
Enel S.p.A (Italy)	1,068		4,939
EQT Corp.	129		5,056
Exelon Corp.	543		20,959
FPL Group, Inc.*	326		16,277
GDF Suez (France)	241		7,604
Iberdrola SA (Spain)	793		5,339
New Jersey Resources Corp.	110		3,900
Nicor, Inc.	132		5,334

	Number of Shares		Value
UTILITIES (Continued)
Piedmont Natural Gas Co., Inc.		213	$	5,412
RWE AG (Germany)		95		6,884
Southern Co.		611		19,979
Tokyo Electric Power (The) Co., Inc. (Japan)		240		5,949
WGL Holdings, Inc.		144		4,874
				133,876
Total Common Stocks (Cost $4,320,115)				3,857,083
RIGHTS — 0.0% (a)
MATERIALS — 0.0% (a)
Air Liquide SA, expiring 6/11/10 (France)* (Cost $0)		52		340
	Principal Amount		Value
CORPORATE BONDS — 27.9%
CONSUMER DISCRETIONARY — 2.2%
AT&T Broadband Corp. 8.375%, 3/15/13	$	83,000		96,229
Daimler Finance North America LLC 7.30%, 1/15/12		81,000		87,776
Home Depot (The), Inc. 5.40%, 3/01/16		142,000		154,691
Viacom, Inc. 6.25%, 4/30/16		55,000		61,818
				400,514
CONSUMER STAPLES — 0.6%
Diageo Finance BV (Netherlands) 5.30%, 10/28/15		41,000		45,469
Kroger (The) Co. 5.50%, 2/01/13		21,000		22,702
Wal-Mart Stores, Inc. 4.55%, 5/01/13		47,000		50,760
				118,931
ENERGY — 1.9%
Anadarko Petroleum Corp. 5.95%, 9/15/16		107,000		114,126
Apache Corp. 5.25%, 4/15/13		43,000		46,894
Enterprise Products Operating LP, Series B 5.60%, 10/15/14		87,000		94,243
Kinder Morgan Energy Partners LP 6.75%, 3/15/11		47,000		48,704
Spectra Energy Capital LLC 6.25%, 2/15/13		49,000		53,286
				357,253
FINANCIALS — 17.1%
Ameriprise Financial, Inc. 5.35%, 11/15/10		109,000		110,829
Bank of America Corp. 4.50%, 8/01/10		125,000		125,722
4.875%, 1/15/13		21,000		21,893

See Notes to Financial Statements. 18

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS (CONTINUED)

TDX INDEPENDENCE 2010 EXCHANGE-TRADED FUND (Continued)

May 31, 2010

	Principal Amount		Value
FINANCIALS (Continued)
Boeing Capital Corp. Ltd. 5.80%, 1/15/13	$	81,000	$	89,449
Boston Properties LP 6.25%, 1/15/13		51,000		55,702
Capital One Financial Corp. 6.15%, 9/01/16		122,000		127,790
Citigroup, Inc. 6.00%, 2/21/12		246,000		257,642
European Investment Bank (Supranational) 4.625%, 5/15/14		163,000		178,736
General Electric Capital Corp., Series A MTN 5.875%, 2/15/12		150,000		159,332
Genworth Financial, Inc. 5.75%, 6/15/14		81,000		80,368
Goldman Sachs Group, LP 5.00%, 10/01/14		305,000		310,327
HSBC Finance Corp. 6.375%, 11/27/12		85,000		91,693
5.50%, 1/19/16		275,000		293,709
John Deere Capital Corp. 7.00%, 3/15/12		81,000		89,125
JPMorgan Chase & Co. 5.75%, 1/02/13		221,000		237,265
KFW (Germany) 4.25%, 6/15/10		150,000		150,181
Marsh & McLennan Cos., Inc. 5.75%, 9/15/15		30,000		31,893
Merrill Lynch & Co., Inc., Series C MTN 5.00%, 1/15/15		105,000		103,659
MetLife, Inc. 5.00%, 6/15/15		81,000		85,568
Morgan Stanley 5.05%, 1/21/11		100,000		101,881
5.30%, 3/01/13		99,000		102,165
National Rural Utilities Cooperative Finance Corp., Series C MTN 7.25%, 3/01/12		49,000		53,757
Wachovia Corp. 5.25%, 8/01/14		126,000		133,828
Wells Fargo & Co. 5.00%, 11/15/14		185,000		194,387
				3,186,901
HEALTH CARE — 1.6%
AmerisourceBergen Corp. 5.875%, 9/15/15		81,000		89,883
UnitedHealth Group, Inc. 4.875%, 3/15/15		53,000		56,074
WellPoint, Inc. 5.25%, 1/15/16		75,000		80,043
Wyeth 5.50%, 2/01/14		71,000		78,996
				304,996
INFORMATION TECHNOLOGY — 0.5%
Oracle Corp. 5.25%, 1/15/16		89,000		99,452

	Principal Amount		Value
MATERIALS — 1.0%
Alcoa, Inc. 6.00%, 1/15/12	$	47,000	$	48,993
BHP Billiton Finance USA Ltd. (Australia) 5.50%, 4/01/14		63,000		70,101
E.I. du Pont de Nemours & Co. 5.25%, 12/15/16		51,000		56,908
				176,002
TELECOMMUNICATION SERVICES — 1.8%
AT&T, Inc. 5.875%, 2/01/12		115,000		123,311
Cellco Partnership/Verizon Wireless Capital LLC 5.55%, 2/01/14		83,000		91,829
Embarq Corp. 7.082%, 6/01/16		33,000		35,564
AT&T Wireless Services, Inc. 7.875%, 3/01/11		75,000		78,731
				329,435
UTILITIES — 1.2%
Constellation Energy Group 4.55%, 6/15/15		35,000		36,779
Dominion Resources, Inc., Series C 5.15%, 7/15/15		125,000		136,164
Exelon Generation Co. LLC 5.35%, 1/15/14		47,000		50,856
				223,799
Total Corporate Bonds (Amortized Cost $4,972,532)				5,197,283
UNITED STATES GOVERNMENT & AGENCIES OBLIGATIONS — 48.8%
FEDERAL HOME LOAN MORTGAGE CORP. — 8.4%
3.25%, 2/25/11		720,000		733,861
4.875%, 11/18/11		280,000		296,712
4.50%, 1/15/13		498,000		538,939
				1,569,512
FEDERAL NATIONAL MORTGAGE ASSOCIATION — 5.0%
5.00%, 4/15/15		278,000		313,440
5.00%, 5/11/17		548,000		614,434
				927,874
UNITED STATES TREASURY BONDS/NOTES — 35.4%
2.75%, 7/31/10		885,100		888,972
2.00%, 9/30/10		1,353,600		1,361,743
1.75%, 11/15/11		186,800		189,909
1.375%, 4/15/12		1,398,700		1,416,567
3.375%, 7/31/13		820,200		871,847
4.75%, 5/15/14		1,356,100		1,514,065
7.50%, 11/15/16		267,800		345,504
				6,588,607

See Notes to Financial Statements. 19

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS (CONTINUED)

TDX INDEPENDENCE 2010 EXCHANGE-TRADED FUND (Continued)

May 31, 2010

	Principal Amount		Value
Total United States Government & Agencies Obligations (Amortized Cost $8,804,065)			$	9,085,993
SOVEREIGN BONDS — 1.5%
Italy Government International Bond (Italy) 6.00%, 2/22/11	$	175,000		180,427
United Mexican States, Series A MTN (Mexico) 6.375%, 1/16/13		79,000		86,505
Total Sovereign Bonds (Amortized Cost $260,993)				266,932
Total Investments — 98.9%
(Amortized Cost $18,357,705)			$	18,407,631
Other assets less liabilities — 1.1%				202,811
Net Assets — 100.0%			$	18,610,442

ADR – American Depositary Receipt.

MTN – Medium Term Note.

REIT – Real Estate Investment Trust.

* Non-income producing security.

(a) Less than 0.1%.

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below.

Level 1 — quoted prices in active markets for identical securities

Level 2 — other significant observable inputs (including, but not limited to, quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of May 31, 2010:

Investments	Level 1		Level 2		Level 3		Total
Common Stocks	$	3,857,083	$	—	$	—	$	3,857,083
Rights		—		340		—		340
Corporate Bonds		—		5,197,283		—		5,197,283
United States Government & Agencies Obligations		—		9,085,993		—		9,085,993
Sovereign Bonds		—		266,932		—		266,932
Total Investments	$	3,857,083	$	14,550,548	$	—	$	18,407,631

COUNTRY BREAKDOWN AS OF MAY 31, 2010

(Unaudited)

	Value		% of Net Assets
United States	$	16,733,861	89.9	%
United Kingdom		252,491	1.4
Germany		250,033	1.4
Italy		210,644	1.1
Supranational		178,736	1.0
Australia		132,880	0.7
Japan		121,900	0.7
Switzerland		109,586	0.6
France		99,280	0.5
Mexico		86,505	0.5
Netherlands		70,564	0.4
Spain		44,957	0.2
Netherlands Antilles		22,965	0.1
Ireland		18,460	0.1
Sweden		16,448	0.1
Bermuda		11,582	0.1
Denmark		9,046	0.1
Finland		7,492	0.0
Belgium		6,466	0.0
Norway		5,440	0.0
Luxembourg		5,365	0.0
Hong Kong		5,008	0.0
Marshall Islands		3,096	0.0
Cayman Islands		2,920	0.0
Greece		1,906	0.0
Total Investments		18,407,631	98.9
Other assets less liabilities		202,811	1.1
Net Assets	$	18,610,442	100	%

See Notes to Financial Statements. 20

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS

TDX INDEPENDENCE 2020 EXCHANGE-TRADED FUND

May 31, 2010

	Number of Shares	Value
COMMON STOCKS — 61.5%
CONSUMER DISCRETIONARY — 6.4%
Amazon.com, Inc.*	1,027	$	128,847
Ameristar Casinos, Inc.	983		17,714
AutoZone, Inc.*	126		24,051
Bally Technologies, Inc.*	883		37,528
Bob Evans Farms, Inc.	522		15,159
Brown Shoe Co., Inc.	3,018		50,340
Buckle (The), Inc.	811		28,831
California Pizza Kitchen, Inc.*	362		6,599
Carter’s, Inc.*	999		30,529
Cinemark Holdings, Inc.	1,995		31,900
Collective Brands, Inc.*	1,107		24,775
Columbia Sportswear Co.	558		28,558
Comcast Corp., Class A	7,321		132,438
Cooper Tire & Rubber Co.	811		15,336
Corinthian Colleges, Inc.*	1,718		23,004
Daimler AG (Germany)*	1,089		54,119
DIRECTV, Class A*	2,522		95,054
Dress Barn (The), Inc.*	1,047		28,677
Eastman Kodak Co.*	4,355		24,562
Ethan Allen Interiors, Inc.	1,815		36,663
Ford Motor Co.*	6,960		81,641
Fossil, Inc.*	1,183		44,363
Hennes & Mauritz AB, B Shares (Sweden)	602		33,954
Home Depot (The), Inc.	4,019		136,084
HONDA MOTOR Co. Ltd. (Japan)	2,373		72,489
Iconix Brand Group, Inc.*	1,173		19,061
J. Crew Group, Inc.*	1,083		49,428
Jack in the Box, Inc.*	969		21,744
Knology, Inc.*	2,772		33,153
Las Vegas Sands Corp.*	1,543		36,230
Life Time Fitness, Inc.*	667		24,752
LVMH Moet Hennessy Louis Vuitton SA (France)	326		34,540
Marcus (The) Corp.	1,888		20,674
McDonald’s Corp.	2,691		179,948
Men’s Wearhouse (The), Inc.	899		19,544
News Corp., Class A	4,507		59,492
Nissan Motor Co. Ltd. (Japan)*	3,153		22,952
Omnicom Group, Inc.	736		27,931
Panasonic Corp. (Japan)	2,594		33,373
Rent-A-Center, Inc.*	1,087		26,327
Sony Corp. (Japan)	1,411		44,034
Spartan Motors, Inc.	736		3,533
Talbots (The), Inc.*	5,301		79,727
Target Corp.	1,893		103,225
Time Warner, Inc.	2,830		87,702
Toyota Motor Corp. (Japan)	4,151		150,631
Tractor Supply Co.	561		38,013
Tupperware Brands Corp.	1,018		43,255
Vail Resorts, Inc.*	598		24,883
Vivendi (France)	1,656		36,227
Volcom, Inc.*	1,694		33,812
Volkswagen AG (Germany)	99		8,444
Walt Disney (The) Co.	4,343		145,144
Warnaco Group (The), Inc.*	763		32,496
			2,643,490

	Number of Shares	Value
CONSUMER STAPLES — 6.2%
Anheuser-Busch Inbev NV (Belgium)	833	$	40,195
B&G Foods, Inc., Class A	2,755		29,203
Boston Beer (The) Co., Inc., Class A*	711		46,962
British American Tobacco PLC (United Kingdom)	2,340		69,104
Campbell Soup Co.	844		30,224
Carrefour SA (France)	806		33,604
Casey’s General Stores, Inc.	831		30,639
Coca-Cola (The) Co.	5,409		278,023
CVS Caremark Corp.	3,528		122,175
Diageo PLC (United Kingdom)	4,230		64,523
Fresh Del Monte Produce, Inc. (Cayman Islands)*	1,096		21,920
Imperial Tobacco Group PLC (United Kingdom)	1,299		33,807
Kraft Foods, Inc., Class A	3,273		93,608
Lancaster Colony Corp.	476		26,018
Molson Coors Brewing Co., Class B	428		17,565
Nestle SA (Switzerland)	4,638		210,372
Philip Morris International, Inc.	4,792		211,423
Prestige Brands Holdings, Inc.*	3,547		27,383
Procter & Gamble (The) Co.	6,598		403,072
Reckitt Benckiser Group PLC (United Kingdom)	739		34,672
Ruddick Corp.	858		28,331
Safeway, Inc.	1,046		23,158
Tesco PLC (United Kingdom)	9,994		59,475
Tootsie Roll Industries, Inc.	982		24,589
Unilever NV (Netherlands)	2,061		56,727
Unilever PLC (United Kingdom)	1,625		43,889
Wal-Mart Stores, Inc.	9,744		492,656
Weis Markets, Inc.	427		14,420
			2,567,737
ENERGY — 6.9%
Arena Resources, Inc.*	717		23,575
ATP Oil & Gas Corp.*	3,313		35,250
Berry Petroleum Co., Class A	804		24,715
BG Group PLC (United Kingdom)	4,687		71,901
Bill Barrett Corp.*	805		26,211
BP PLC (United Kingdom)	25,830		184,789
Cal Dive International, Inc.*	1,626		8,976
Chevron Corp.	5,075		374,890
ConocoPhillips	3,613		187,370
Dril-Quip, Inc.*	666		32,441
ENI S.p.A (Italy)	3,523		66,686
Exxon Mobil Corp.	12,352		746,803
General Maritime Corp. (Marshall Islands)	2,510		17,344
Goodrich Petroleum Corp.*	671		8,213
ION Geophysical Corp.*	9,604		52,150
Matrix Service Co.*	2,106		20,723
Murphy Oil Corp.	461		24,608
Nordic American Tanker Shipping Ltd. (Bermuda)	740		21,016
Occidental Petroleum Corp.	1,980		163,370
Peabody Energy Corp.	616		23,999
Repsol YPF SA (Spain)	1,008		20,883

See Notes to Financial Statements. 21

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS (CONTINUED)

TDX INDEPENDENCE 2020 EXCHANGE-TRADED FUND (Continued)

May 31, 2010

	Number of Shares	Value
ENERGY (Continued)
Royal Dutch Shell PLC, Class A (United Kingdom)	4,960	$	130,735
Royal Dutch Shell PLC, Class B (United Kingdom)	3,810		96,485
RPC, Inc.	1,646		18,583
Schlumberger Ltd. (Netherlands Antilles)	2,873		161,319
Southwestern Energy Co.*	1,818		68,375
StatoilHydro ASA (Norway)	1,768		35,621
Total SA (France)	3,030		142,489
Woodside Petroleum Ltd. (Australia)	691		25,457
World Fuel Services Corp.	1,078		28,060
			2,843,037
FINANCIALS — 11.2%
Aflac, Inc.	2,482		109,953
Alexander’s, Inc. REIT	90		29,193
Allianz SE (Germany)	612		61,530
American Campus Communities, Inc. REIT	868		23,236
Annaly Capital Management, Inc. REIT	2,777		47,098
Assicurazioni Generali S.p.A (Italy)	1,576		28,918
Australia & New Zealand Banking Group Ltd. (Australia)	2,458		46,924
AXA (France)	2,469		41,148
Banco Bilbao Vizcaya Argentaria SA (Spain)	4,140		44,033
Banco Santander SA (Spain)	9,073		93,982
Bank of America Corp.	19,326		304,191
Bank of New York Mellon (The) Corp.	6,557		178,350
Barclays PLC (United Kingdom)	10,179		44,902
BB&T Corp.	3,400		102,816
BNP Paribas (France)	1,149		66,551
Boston Private Financial Holdings, Inc.	4,098		29,997
Capital One Financial Corp.	2,037		84,128
Charles Schwab (The) Corp.	6,289		102,762
Commonwealth Bank of Australia (Australia)	1,699		75,065
Credit Suisse Group AG (Switzerland)	1,384		53,987
Delphi Financial Group, Inc., Class A	860		22,334
Deutsche Bank AG (Germany)	694		41,485
Dime Community Bancshares, Inc.	2,251		28,723
Encore Capital Group, Inc.*	1,859		38,853
Equity Lifestyle Properties, Inc. REIT	432		22,378
Equity One, Inc. REIT	1,437		24,673
First Financial Bankshares, Inc.	357		17,914
FirstMerit Corp.	1,373		25,593
Franklin Resources, Inc.	1,337		131,146
GAMCO Investors, Inc., Class A	517		20,489
Goldman Sachs Group (The), Inc.	1,154		166,476
Highwoods Properties, Inc. REIT	1,247		36,737
HSBC Holdings PLC (United Kingdom)	23,057		209,289
Intesa Sanpaolo S.p.A (Italy)	10,980		29,077
JPMorgan Chase & Co.	8,833		349,611
Kansas City Life Insurance Co.	807		24,436
KBW, Inc.*	652		16,359
Knight Capital Group, Inc., Class A*	1,599		23,361
MarketAxess Holdings, Inc.	2,063		30,450
MFA Financial, Inc. REIT	3,927		28,785
Mid-America Apartment Communities, Inc. REIT	491		26,823

	Number of Shares	Value
FINANCIALS (Continued)
Mitsubishi UFJ Financial Group, Inc. (Japan)	15,617	$	76,248
Montpelier Re Holdings Ltd. (Bermuda)	1,412		22,041
Moody’s Corp.	1,152		23,616
Morgan Stanley	3,430		92,987
Muenchener Rueckversicherungs-Gesellschaft AG (Germany)	280		35,685
National Australia Bank Ltd. (Australia)	2,294		48,188
National Bank of Greece SA ADR (Greece)*	5,711		13,992
National Financial Partners Corp.*	3,217		44,845
National Retail Properties, Inc. REIT	1,399		30,750
NewAlliance Bancshares, Inc.	1,832		21,563
Nordea Bank AB (Sweden)	3,975		32,705
Northern Trust Corp.	1,256		63,817
Omega Healthcare Investors, Inc. REIT	1,417		28,142
optionsXpress Holdings, Inc.*	1,031		16,548
Platinum Underwriters Holdings Ltd. (Bermuda)	820		30,184
Potlatch Corp. REIT	667		23,238
ProAssurance Corp.*	565		33,256
Progressive (The) Corp.	3,773		73,913
Prosperity Bancshares, Inc.	795		28,652
Renasant Corp.	406		5,826
Riskmetrics Group, Inc.*	1,070		23,144
SCBT Financial Corp.	916		32,784
Simon Property Group, Inc. REIT	1,396		118,702
Societe Generale (France)	718		31,476
Standard Chartered PLC (United Kingdom)	2,504		59,266
Stifel Financial Corp.*	464		23,511
Sumitomo Mitsui Financial Group, Inc. (Japan)	825		24,748
Tanger Factory Outlet Centers, Inc. REIT	551		22,933
Teton Advisors, Inc., Class A	5		50
Tower Group, Inc.	682		14,943
UBS AG (Switzerland)*	4,369		58,243
UMB Financial Corp.	648		25,240
UniCredito Italiano S.p.A (Italy)	21,152		44,681
Washington Real Estate Investment Trust REIT	977		28,704
Wells Fargo & Co.	11,211		321,644
Westamerica Bancorp.	531		29,561
Westpac Banking Corp. (Australia)	3,456		68,554
Westwood Holdings Group, Inc.	539		20,024
Zurich Financial Services AG (Switzerland)	199		40,696
			4,618,856
HEALTH CARE — 5.8%
Abbott Laboratories	3,985		189,527
Amedisys, Inc.*	462		22,971
AMERIGROUP Corp.*	904		32,472
AmSurg Corp.*	544		10,771
AstraZeneca PLC (United Kingdom)	1,765		74,044
Bayer AG (Germany)	1,112		62,523
Boston Scientific Corp.*	3,623		21,919
Bruker Corp.*	3,167		40,332
Catalyst Health Solutions, Inc.*	774		29,636
Centene Corp.*	799		18,233
Emergency Medical Services Corp., Class A*	693		37,124
eResearch Technology, Inc.*	3,813		30,275
Forest Laboratories, Inc.*	740		19,151

See Notes to Financial Statements. 22

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS (CONTINUED)

TDX INDEPENDENCE 2020 EXCHANGE-TRADED FUND (Continued)

May 31, 2010

	Number of Shares	Value
HEALTH CARE (Continued)
Genzyme Corp.*	664	$	32,304
GlaxoSmithKline PLC (United Kingdom)	6,860		114,757
Haemonetics Corp.*	452		24,381
Inspire Pharmaceuticals, Inc.*	1,009		5,736
Isis Pharmaceuticals, Inc.*	1,810		16,652
Johnson & Johnson	6,564		382,682
Magellan Health Services, Inc.*	636		25,879
Martek Biosciences Corp.*	557		10,355
Medicis Pharmaceutical Corp., Class A	1,088		25,231
Novartis AG (Switzerland)	3,076		139,788
Novo Nordisk A/S, B Shares (Denmark)	570		44,166
NuVasive, Inc.*	704		27,646
Onyx Pharmaceuticals, Inc.*	1,021		22,758
Owens & Minor, Inc.	1,101		32,887
Pfizer, Inc.	16,479		250,975
Pharmasset, Inc.*	399		11,755
Psychiatric Solutions, Inc.*	950		30,761
Quality Systems, Inc.	534		31,527
Regeneron Pharmaceuticals, Inc.*	1,461		41,741
Roche Holding AG (Switzerland)	914		125,794
Sanofi-Aventis SA (France)	1,443		87,219
SIGA Technologies, Inc.*	2,948		20,489
Sirona Dental Systems, Inc.*	911		32,231
STERIS Corp.	1,016		32,339
Takeda Pharmaceutical Co. Ltd. (Japan)	1,103		45,483
Thoratec Corp.*	1,043		45,756
UnitedHealth Group, Inc.	2,971		86,367
Vanda Pharmaceuticals, Inc.*	471		3,443
WellCare Health Plans, Inc.*	761		20,745
Zimmer Holdings, Inc.*	536		29,978
ZymoGenetics, Inc.*	1,180		5,487
			2,396,290
INDUSTRIALS — 6.7%
A.O. Smith Corp.	484		22,564
ABB Ltd. (Switzerland)*	2,921		50,145
BAE Systems PLC (United Kingdom)	4,413		20,590
Baldor Electric Co.	800		28,744
C.H. Robinson Worldwide, Inc.	920		53,461
Caterpillar, Inc.	1,418		86,158
CLARCOR, Inc.	865		31,365
CRA International, Inc.*	851		18,909
Curtiss-Wright Corp.	776		25,701
Dollar Thrifty Automotive Group, Inc.*	1,360		63,512
East Japan Railway Co. (Japan)	602		38,395
Eaton Corp.	402		28,120
EMCOR Group, Inc.*	1,183		29,540
Emerson Electric Co.	1,771		82,245
Fanuc Ltd. (Japan)	291		30,879
First Solar, Inc.*	223		25,056
General Dynamics Corp.	950		64,505
General Electric Co.	26,217		428,647
Geo Group (The), Inc.*	890		18,779
GrafTech International Ltd.*	2,041		33,901
Granite Construction, Inc.	679		20,132
Griffon Corp.*	1,046		12,698
Hawaiian Holdings, Inc.*	3,721		26,494

	Number of Shares	Value
INDUSTRIALS (Continued)
Heartland Express, Inc.	1,611	$	25,043
Heico Corp.	547		21,820
Heidrick & Struggles International, Inc.	1,284		29,725
Hutchison Whampoa Ltd. (Hong Kong)	2,999		18,797
JetBlue Airways Corp.*	4,631		28,712
Kforce, Inc.*	635		8,585
Knight Transportation, Inc.	1,494		29,701
Koninklijke Philips Electronics NV (Netherlands)	1,303		39,230
L.B. Foster Co., Class A*	676		18,975
Lockheed Martin Corp.	945		75,524
Mitsubishi Corp. (Japan)	1,963		44,769
Mitsui & Co. Ltd. (Japan)	2,624		38,116
PACCAR, Inc.	900		36,900
Regal-Beloit Corp.	541		32,617
Republic Services, Inc.	869		25,305
Rollins, Inc.	1,722		36,610
Schneider Electric SA (France)	289		29,045
Seaboard Corp.	21		29,946
Siemens AG (Germany)	1,168		105,791
Tetra Tech, Inc.*	1,043		23,640
Towers Watson & Co., Class A	756		34,776
Union Pacific Corp.	2,471		176,504
United Parcel Service, Inc., Class B	5,173		324,657
United Technologies Corp.	2,299		154,907
Vestas Wind Systems A/S (Denmark)*	268		12,917
Vicor Corp.*	3,098		37,796
Vinci SA (France)	568		25,769
Waste Management, Inc.	1,207		39,240
Watsco, Inc.	555		32,495
			2,778,452
INFORMATION TECHNOLOGY — 11.2%
Accenture PLC, Class A (Ireland)	3,321		124,604
Anixter International, Inc.*	628		29,830
Apple, Inc.*	2,093		538,236
Arris Group, Inc.*	2,170		23,805
Benchmark Electronics, Inc.*	1,096		20,254
CACI International, Inc., Class A*	512		23,675
CANON, Inc. (Japan)	1,415		58,193
Cass Information Systems, Inc.	616		19,540
Cisco Systems, Inc.*	13,128		304,044
Computer Sciences Corp.*	364		18,196
Concur Technologies, Inc.*	840		35,532
Corning, Inc.	3,763		65,589
Daktronics, Inc.	2,997		25,235
Digital River, Inc.*	640		17,626
Ebix, Inc.*	450		6,876
Electro Scientific Industries, Inc.*	1,825		23,451
EMC Corp.*	4,766		88,743
EMS Technologies, Inc.*	262		4,071
Entegris, Inc.*	7,477		40,376
Exar Corp.*	3,061		21,427
Fair Isaac Corp.	935		21,692
Gartner, Inc.*	1,603		39,674
Google, Inc., Class A*	765		371,163
Hewlett-Packard Co.	5,679		261,291

See Notes to Financial Statements. 23

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS (CONTINUED)

TDX INDEPENDENCE 2020 EXCHANGE-TRADED FUND (Continued)

May 31, 2010

	Number of Shares	Value
INFORMATION TECHNOLOGY (Continued)
Informatica Corp.*	1,469	$	37,900
International Business Machines Corp.	2,976		372,774
IXYS Corp.*	2,420		22,554
Jack Henry & Associates, Inc.	1,456		35,002
ManTech International Corp., Class A*	636		29,402
MasterCard, Inc., Class A	732		147,696
Microsemi Corp.*	1,332		20,619
Microsoft Corp.	21,392		551,913
ModusLink Global Solutions, Inc.*	3,133		23,936
Nintendo Co. Ltd. (Japan)	129		37,960
Nokia Oyj (Finland)	5,740		58,750
Oracle Corp.	12,090		272,871
Palm, Inc.*	2,688		15,322
Parametric Technology Corp.*	1,996		32,894
Paychex, Inc.	868		24,773
Polycom, Inc.*	1,372		41,201
Quest Software, Inc.*	1,599		30,949
Rackspace Hosting, Inc.*	2,139		37,646
Riverbed Technology, Inc.*	1,173		31,354
Rogers Corp.*	250		7,140
SAP AG (Germany)	1,167		49,922
Skyworks Solutions, Inc.*	2,558		40,749
Smith Micro Software, Inc.*	530		5,221
Solera Holdings, Inc.	1,169		40,541
SRA International, Inc., Class A*	925		19,952
Telefonaktiebolaget LM Ericsson, B Shares (Sweden)	3,660		36,971
TIBCO Software, Inc.*	2,873		32,781
Visa, Inc., Class A	4,400		318,824
VistaPrint NV (Netherlands)*	726		33,897
Yahoo!, Inc.*	3,359		51,527
			4,646,164
MATERIALS — 2.6%
Air Liquide SA (France)	329		32,262
AMCOL International Corp.	539		14,531
American Vanguard Corp.	2,255		17,972
Anglo American PLC (United Kingdom)*	1,692		65,098
ArcelorMittal (Luxembourg)	1,123		34,233
BASF AG (Germany)	1,156		61,084
BHP Billiton Ltd. (Australia)	4,429		146,312
BHP Billiton PLC (United Kingdom)	2,891		79,962
Dow Chemical (The) Co.	2,619		70,477
E.I. du Pont de Nemours & Co.	2,072		74,944
NewMarket Corp.	238		24,504
Newmont Mining Corp.	1,168		62,862
Praxair, Inc.	730		56,648
Rio Tinto PLC (United Kingdom)	1,704		78,568
Rock-Tenn Co., Class A	652		33,552
Rockwood Holdings, Inc.*	1,187		30,791
Sensient Technologies Corp.	814		22,540
Shin-Etsu Chemical Co. Ltd. (Japan)	600		30,581
Sherwin-Williams (The) Co.	278		21,303
Silgan Holdings, Inc.	1,318		37,603
Syngenta AG (Switzerland)	135		29,964
Vulcan Materials Co.	302		15,245

	Number of Shares		Value
MATERIALS (Continued)
Westlake Chemical Corp.		1,147	$	24,328
Weyerhaeuser Co.		511		21,758
				1,087,122
TELECOMMUNICATION SERVICES — 2.3%
AT&T, Inc.		15,179		368,849
Deutsche Telekom AG (Germany)		3,705		41,823
France Telecom SA (France)		2,580		49,584
Koninklijke (Royal) KPN NV (Netherlands)		2,222		29,141
NTT DoCoMo, Inc. (Japan)		21		31,521
Telefonica SA (Spain)		5,259		101,817
Verizon Communications, Inc.		7,293		200,703
Vodafone Group PLC (United Kingdom)		72,616		145,046
				968,484
UTILITIES — 2.2%
Consolidated Edison, Inc.		1,492		63,544
E.ON AG (Germany)		3,155		96,623
Enel S.p.A (Italy)		7,178		33,193
EQT Corp.		715		28,021
Exelon Corp.		3,588		138,497
FPL Group, Inc.*		2,267		113,191
GDF Suez (France)		1,594		50,291
Iberdrola SA (Spain)		5,177		34,857
New Jersey Resources Corp.		723		25,630
Nicor, Inc.		796		32,166
Piedmont Natural Gas Co., Inc.		1,318		33,490
RWE AG (Germany)		634		45,940
Southern Co.		4,210		137,667
Tokyo Electric Power (The) Co., Inc. (Japan)		1,599		39,632
WGL Holdings, Inc.		890		30,127
				902,869
Total Common Stocks (Cost $27,474,162)				25,452,501
RIGHTS — 0.0% (a)
MATERIALS — 0.0% (a)
Air Liquide SA, expiring 6/11/10 (France)* (Cost $0)		329		2,151
	Principal Amount		Value
CORPORATE BONDS — 19.5%
CONSUMER DISCRETIONARY — 1.2%
AT&T Broadband Corp. 8.375%, 3/15/13	$	59,000		68,403
Home Depot (The), Inc. 5.40%, 3/01/16		129,000		140,530
News America, Inc. 6.20%, 12/15/34		136,000		140,087
Time Warner, Inc. 7.70%, 5/01/32		32,000		37,168
Viacom, Inc. 6.25%, 4/30/16		113,000		127,008
				513,196

See Notes to Financial Statements. 24

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS (CONTINUED)

TDX INDEPENDENCE 2020 EXCHANGE-TRADED FUND (Continued)

May 31, 2010

	Principal Amount		Value
CONSUMER STAPLES — 1.6%
Coca-Cola Enterprises, Inc. 8.50%, 2/01/22	$	11,000	$	14,525
Diageo Finance BV (Netherlands) 5.30%, 10/28/15		91,000		100,918
Kraft Foods 6.50%, 8/11/17		151,000		171,224
Kroger (The) Co. 5.50%, 2/01/13		108,000		116,751
Pepsi Bottling Group, Inc., Series B 7.00%, 3/01/29		48,000		58,953
Reynolds American, Inc. 6.75%, 6/15/17		73,000		77,168
Wal-Mart Stores, Inc. 4.55%, 5/01/13		95,000		102,602
				642,141
ENERGY — 1.7%
Anadarko Petroleum Corp. 5.95%, 9/15/16		197,000		210,119
Canadian Natural Resources Ltd. (Canada) 5.70%, 5/15/17		105,000		114,882
ConocoPhillips 5.90%, 10/15/32		88,000		94,323
Enterprise Products Operating LP, Series B 5.60%, 10/15/14		121,000		131,074
Spectra Energy Capital LLC 6.25%, 2/15/13		152,000		165,295
				715,693
FINANCIALS — 8.3%
Allstate (The) Corp. 5.55%, 5/09/35		101,000		98,416
American Express Co. 4.875%, 7/15/13		67,000		71,422
Bear Stearns & Co., Inc. 7.25%, 2/01/18		28,000		31,968
Boeing Capital Corp. Ltd. 5.80%, 1/15/13		140,000		154,604
Capital One Financial Corp. 6.15%, 9/01/16		101,000		105,794
Credit Suisse (USA), Inc. 7.125%, 7/15/32		143,000		170,552
Deutsche Bank AG London (Germany) 6.00%, 9/01/17		167,000		179,528
European Investment Bank (Supranational) 4.625%, 5/15/14		288,000		315,802
General Electric Capital Corp., Series A MTN 6.75%, 3/15/32		172,000		179,102
Genworth Financial, Inc. 5.75%, 6/15/14		167,000		165,696
Goldman Sachs Group, LP 5.00%, 10/01/14		255,000		259,454
HSBC Finance Corp. 5.50%, 1/19/16		150,000		160,205
JPMorgan Chase Bank NA 5.875%, 6/13/16		200,000		209,861

	Principal Amount		Value
FINANCIALS (Continued)
Landwirtschaftliche Rentenbank, Series G MTN (Germany) 5.00%, 11/08/16	$	253,000	$	280,203
Marsh & McLennan Cos., Inc. 5.75%, 9/15/15		76,000		80,795
Merrill Lynch & Co., Inc. 6.875%, 4/25/18		63,000		64,988
Merrill Lynch & Co., Inc., Series C MTN 5.00%, 1/15/15		194,000		191,523
MetLife, Inc. 5.00%, 6/15/15		113,000		119,372
Morgan Stanley 5.30%, 3/01/13		187,000		192,978
Unilever Capital Corp. 5.90%, 11/15/32		21,000		23,239
Wachovia Corp. 5.25%, 8/01/14		373,000		396,173
				3,451,675
HEALTH CARE — 1.0%
Abbott Laboratories 5.875%, 5/15/16		170,000		195,649
AmerisourceBergen Corp. 5.875%, 9/15/15		45,000		49,935
UnitedHealth Group, Inc. 4.875%, 3/15/15		73,000		77,234
WellPoint, Inc. 5.25%, 1/15/16		28,000		29,883
Wyeth 5.50%, 2/01/14		61,000		67,870
				420,571
INDUSTRIALS — 0.9%
General Electric Co. 5.25%, 12/06/17		334,000		358,096
INFORMATION TECHNOLOGY — 0.8%
IBM Corp. 5.70%, 9/14/17		150,000		171,137
Oracle Corp. 5.25%, 1/15/16		141,000		157,558
				328,695
MATERIALS — 0.9%
BHP Billiton Finance USA Ltd. (Australia) 4.80%, 4/15/13		71,000		76,564
CRH America, Inc. 6.00%, 9/30/16		61,000		66,507
E.I. du Pont de Nemours & Co. 5.25%, 12/15/16		111,000		123,859
Weyerhaeuser Co. 7.375%, 3/15/32		101,000		98,655
				365,585
TELECOMMUNICATION SERVICES — 1.6%
BellSouth Corp. 6.00%, 11/15/34		63,000		62,781
Cellco Partnership/Verizon Wireless Capital LLC 5.55%, 2/01/14		90,000		99,573

See Notes to Financial Statements. 25

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS (CONTINUED)

TDX INDEPENDENCE 2020 EXCHANGE-TRADED FUND (Continued)

May 31, 2010

	Principal Amount		Value
TELECOMMUNICATION SERVICES (Continued)
Deutsche Telekom International Finance BV (Netherlands) 8.75%, 6/15/30	$	84,000	$	106,366
Embarq Corp. 7.082%, 6/01/16		114,000		122,857
Verizon Global Funding Corp. 7.75%, 12/01/30		100,000		120,523
Vodafone Group PLC (United Kingdom) 5.625%, 2/27/17		146,000		158,725
				670,825
UTILITIES — 1.5%
Constellation Energy Group 4.55%, 6/15/15		135,000		141,864
Dominion Resources, Inc., Series C 5.15%, 7/15/15		170,000		185,182
Exelon Generation Co. LLC 5.35%, 1/15/14		61,000		66,005
Oncor Electric Delivery Co. 7.00%, 9/01/22		61,000		71,893
Pacific Gas & Electric Co. 6.05%, 3/01/34		147,000		153,693
				618,637
Total Corporate Bonds (Amortized Cost $7,532,025)				8,085,114
UNITED STATES GOVERNMENT & AGENCIES OBLIGATIONS — 16.8%
FEDERAL HOME LOAN MORTGAGE CORP. — 2.5%
4.50%, 1/15/13		750,000		811,654
6.25%, 7/15/32		164,000		199,879
				1,011,533
FEDERAL NATIONAL MORTGAGE ASSOCIATION — 2.1%
5.00%, 4/15/15		335,000		377,706
5.00%, 5/11/17		448,000		502,312
				880,018
UNITED STATES TREASURY BONDS/NOTES — 12.2%
4.875%, 4/30/11		241,600		251,434
5.00%, 8/15/11		949,700		1,001,488
3.375%, 7/31/13		774,800		823,588
4.75%, 5/15/14		817,400		912,615
7.50%, 11/15/16		18,600		23,997
8.125%, 8/15/19		615,000		854,418
7.625%, 2/15/25		372,200		529,745
6.25%, 5/15/30		499,300		650,026
				5,047,311
Total United States Government & Agencies Obligations (Amortized Cost $6,704,447)				6,938,862

	Principal Amount		Value
SOVEREIGN BONDS — 1.2%
Province of Quebec Canada (Canada) 7.50%, 9/15/29	$	112,000	$	148,101
Republic of Italy (Italy) 5.25%, 9/20/16		175,000		186,148
United Mexican States (Mexico) 6.75%, 9/27/34		89,000		98,123
United Mexican States, Series A MTN (Mexico) 6.375%, 1/16/13		67,000		73,365
Total Sovereign Bonds (Amortized Cost $487,237)				505,737
Total Investments — 99.0%
(Amortized Cost $42,197,871)			$	40,984,365
Other assets less liabilities — 1.0%				420,391
Net Assets — 100.0%			$	41,404,756

ADR – American Depositary Receipt.

MTN – Medium Term Note.

REIT – Real Estate Investment Trust.

* Non-income producing security.

(a) Less than 0.1%.

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below.

Level 1 — quoted prices in active markets for identical securities

Level 2 — other significant observable inputs (including, but not limited to, quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of May 31, 2010:

Investments	Level 1		Level 2		Level 3		Total
Common Stocks	$	25,452,501	$	—	$	—	$	25,452,501
Rights		—		2,151		—		2,151
Corporate Bonds		—		8,085,114		—		8,085,114
United States Government & Agencies Obligations		—		6,938,862		—		6,938,862
Sovereign Bonds		—		505,737		—		505,737
Total Investments	$	25,452,501	$	15,531,864	$	—	$	40,984,365

See Notes to Financial Statements. 26

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS (CONTINUED)

TDX INDEPENDENCE 2020 EXCHANGE-TRADED FUND (Continued)

May 31, 2010

COUNTRY BREAKDOWN AS OF MAY 31, 2010

(Unaudited)

	Value		% of Net Assets
United States	$	32,780,067	79.2	%
United Kingdom		1,839,628	4.4
Germany		1,124,699	2.7
Japan		820,003	2.0
Switzerland		708,989	1.7
France		662,357	1.6
Australia		487,064	1.2
Italy		388,705	0.9
Netherlands		366,279	0.9
Supranational		315,802	0.8
Spain		295,571	0.7
Canada		262,983	0.6
Mexico		171,488	0.4
Netherlands Antilles		161,319	0.4
Ireland		124,604	0.3
Sweden		103,631	0.3
Bermuda		73,241	0.2
Finland		58,750	0.1
Denmark		57,083	0.1
Belgium		40,195	0.1
Norway		35,621	0.1
Luxembourg		34,233	0.1
Cayman Islands		21,920	0.1
Hong Kong		18,797	0.1
Marshall Islands		17,344	0.0
Greece		13,992	0.0
Total Investments		40,984,365	99.0
Other assets less liabilities		420,391	1.0
Net Assets	$	41,404,756	100	%

See Notes to Financial Statements. 27

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS

TDX INDEPENDENCE 2030 EXCHANGE-TRADED FUND

May 31, 2010

	Number of Shares	Value
COMMON STOCKS — 83.3%
CONSUMER DISCRETIONARY — 8.6%
Amazon.com, Inc.*	1,092	$	137,002
Ameristar Casinos, Inc.	1,044		18,813
AutoZone, Inc.*	135		25,769
Bally Technologies, Inc.*	938		39,865
Bob Evans Farms, Inc.	555		16,117
Brown Shoe Co., Inc.	3,206		53,476
Buckle (The), Inc.	862		30,644
California Pizza Kitchen, Inc.*	386		7,037
Carter’s, Inc.*	1,065		32,546
Cinemark Holdings, Inc.	2,126		33,995
Collective Brands, Inc.*	1,265		28,311
Columbia Sportswear Co.	594		30,401
Comcast Corp., Class A	7,771		140,577
Cooper Tire & Rubber Co.	952		18,002
Corinthian Colleges, Inc.*	1,827		24,464
Daimler AG (Germany)*	1,157		57,498
DIRECTV, Class A*	2,682		101,085
Dress Barn (The), Inc.*	1,112		30,458
Eastman Kodak Co.*	4,623		26,074
Ethan Allen Interiors, Inc.	2,129		43,006
Ford Motor Co.*	7,396		86,755
Fossil, Inc.*	1,256		47,100
Hennes & Mauritz AB, B Shares (Sweden)	673		37,959
Home Depot (The), Inc.	4,367		147,866
HONDA MOTOR Co. Ltd. (Japan)	2,540		77,591
Iconix Brand Group, Inc.*	1,247		20,264
J. Crew Group, Inc.*	1,150		52,486
Jack in the Box, Inc.*	1,031		23,136
Knology, Inc.*	2,950		35,282
Las Vegas Sands Corp.*	1,637		38,437
Life Time Fitness, Inc.*	708		26,274
LVMH Moet Hennessy Louis Vuitton SA (France)	364		38,567
Marcus (The) Corp.	2,006		21,966
McDonald’s Corp.	2,941		196,664
Men’s Wearhouse (The), Inc.	953		20,718
News Corp., Class A	4,790		63,228
Nissan Motor Co. Ltd. (Japan)*	3,345		24,350
Omnicom Group, Inc.	785		29,791
Panasonic Corp. (Japan)	2,794		35,947
Rent-A-Center, Inc.*	1,153		27,926
Sony Corp. (Japan)	1,548		48,309
Spartan Motors, Inc.	781		3,749
Talbots (The), Inc.*	5,599		84,209
Target Corp.	2,005		109,333
Time Warner, Inc.	3,011		93,311
Toyota Motor Corp. (Japan)	4,161		150,992
Tractor Supply Co.	597		40,453
Tupperware Brands Corp.	1,083		46,017
Vail Resorts, Inc.*	635		26,422
Vivendi (France)	1,786		39,071
Volcom, Inc.*	1,800		35,928
Volkswagen AG (Germany)	106		9,041
Walt Disney (The) Co.	4,619		154,366
Warnaco Group (The), Inc.*	811		34,540
			2,823,188

	Number of Shares	Value
CONSUMER STAPLES — 8.4%
Anheuser-Busch Inbev NV (Belgium)	890	$	42,945
B&G Foods, Inc., Class A	2,926		31,016
Boston Beer (The) Co., Inc., Class A*	844		55,746
British American Tobacco PLC (United Kingdom)	2,481		73,268
Campbell Soup Co.	893		31,978
Carrefour SA (France)	879		36,648
Casey’s General Stores, Inc.	886		32,667
Coca-Cola (The) Co.	5,785		297,349
CVS Caremark Corp.	3,841		133,014
Diageo PLC (United Kingdom)	3,323		50,688
Fresh Del Monte Produce, Inc. (Cayman Islands)*	1,161		23,220
Imperial Tobacco Group PLC (United Kingdom)	1,371		35,681
Kraft Foods, Inc., Class A	3,562		101,873
Lancaster Colony Corp.	505		27,603
Molson Coors Brewing Co., Class B	453		18,591
Nestle SA (Switzerland)	5,085		230,647
Philip Morris International, Inc.	5,280		232,954
Prestige Brands Holdings, Inc.*	3,768		29,089
Procter & Gamble (The) Co.	7,133		435,755
Reckitt Benckiser Group PLC (United Kingdom)	816		38,285
Ruddick Corp.	914		30,180
Safeway, Inc.	1,112		24,620
Tesco PLC (United Kingdom)	10,580		62,963
Tootsie Roll Industries, Inc.	1,041		26,067
Unilever NV (Netherlands)	2,234		61,488
Unilever PLC (United Kingdom)	1,746		47,157
Wal-Mart Stores, Inc.	10,313		521,425
Weis Markets, Inc.	455		15,365
			2,748,282
ENERGY — 9.4%
Arena Resources, Inc.*	762		25,055
ATP Oil & Gas Corp.*	3,519		37,442
Berry Petroleum Co., Class A	853		26,221
BG Group PLC (United Kingdom)	5,492		84,250
Bill Barrett Corp.*	856		27,871
BP PLC (United Kingdom)	27,567		197,216
Cal Dive International, Inc.*	1,728		9,539
Chevron Corp.	5,426		400,819
ConocoPhillips	3,928		203,706
Dril-Quip, Inc.*	708		34,487
ENI S.p.A (Italy)	3,762		71,210
Exxon Mobil Corp.	13,181		796,922
General Maritime Corp. (Marshall Islands)	2,668		18,436
Goodrich Petroleum Corp.*	712		8,715
ION Geophysical Corp.*	11,343		61,592
Matrix Service Co.*	2,238		22,022
Murphy Oil Corp.	489		26,103
Nordic American Tanker Shipping Ltd. (Bermuda)	787		22,351
Occidental Petroleum Corp.	2,141		176,654
Peabody Energy Corp.	654		25,480
Repsol YPF SA (Spain)	1,071		22,188

See Notes to Financial Statements. 28

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS (CONTINUED)

TDX INDEPENDENCE 2030 EXCHANGE-TRADED FUND (Continued)

May 31, 2010

	Number of Shares	Value
ENERGY (Continued)
Royal Dutch Shell PLC, Class A (United Kingdom)	5,559	$	146,523
Royal Dutch Shell PLC, Class B (United Kingdom)	4,045		102,436
RPC, Inc.	1,749		19,746
Schlumberger Ltd. (Netherlands Antilles)	3,144		176,536
Southwestern Energy Co.*	1,935		72,775
StatoilHydro ASA (Norway)	2,004		40,376
Total SA (France)	3,346		157,350
Woodside Petroleum Ltd. (Australia)	735		27,078
World Fuel Services Corp.	1,146		29,830
			3,070,929
FINANCIALS — 15.2%
Aflac, Inc.	2,742		121,471
Alexander’s, Inc. REIT	95		30,815
Allianz SE (Germany)	651		65,451
American Campus Communities, Inc. REIT	924		24,735
Annaly Capital Management, Inc. REIT	2,952		50,066
Assicurazioni Generali S.p.A (Italy)	1,666		30,570
Australia & New Zealand Banking Group Ltd. (Australia)	2,623		50,074
AXA (France)	2,577		42,948
Banco Bilbao Vizcaya Argentaria SA (Spain)	4,409		46,894
Banco Santander SA (Spain)	9,462		98,012
Bank of America Corp.	21,160		333,057
Bank of New York Mellon (The) Corp.	6,845		186,184
Barclays PLC (United Kingdom)	10,835		47,796
BB&T Corp.	3,604		108,985
BNP Paribas (France)	1,264		73,212
Boston Private Financial Holdings, Inc.	4,891		35,802
Capital One Financial Corp.	2,165		89,415
Charles Schwab (The) Corp.	6,665		108,906
Commonwealth Bank of Australia (Australia)	1,811		80,014
Credit Suisse Group AG (Switzerland)	1,470		57,342
Delphi Financial Group, Inc., Class A	915		23,763
Deutsche Bank AG (Germany)	740		44,235
Dime Community Bancshares, Inc.	2,389		30,484
Encore Capital Group, Inc.*	1,854		38,749
Equity Lifestyle Properties, Inc. REIT	460		23,828
Equity One, Inc. REIT	1,529		26,253
First Financial Bankshares, Inc.	379		19,018
FirstMerit Corp.	1,458		27,177
Franklin Resources, Inc.	1,404		137,718
GAMCO Investors, Inc., Class A	549		21,757
Goldman Sachs Group (The), Inc.	1,327		191,433
Highwoods Properties, Inc. REIT	1,326		39,064
HSBC Holdings PLC (United Kingdom)	25,115		227,969
Intesa Sanpaolo S.p.A (Italy)	11,396		30,179
JPMorgan Chase & Co.	9,706		384,162
Kansas City Life Insurance Co.	858		25,980
KBW, Inc.*	694		17,412
Knight Capital Group, Inc., Class A*	1,700		24,837
MarketAxess Holdings, Inc.	2,193		32,369
MFA Financial, Inc. REIT	4,174		30,595
Mid-America Apartment Communities, Inc. REIT	522		28,517

	Number of Shares	Value
FINANCIALS (Continued)
Mitsubishi UFJ Financial Group, Inc. (Japan)	18,379	$	89,733
Montpelier Re Holdings Ltd. (Bermuda)	1,504		23,477
Moody’s Corp.	1,223		25,072
Morgan Stanley	3,522		95,481
Muenchener Rueckversicherungs-Gesellschaft AG (Germany)	301		38,361
National Australia Bank Ltd. (Australia)	2,444		51,339
National Bank of Greece SA ADR (Greece)*	5,895		14,443
National Financial Partners Corp.*	3,418		47,647
National Retail Properties, Inc. REIT	1,487		32,684
NewAlliance Bancshares, Inc.	1,944		22,881
Nordea Bank AB (Sweden)	4,246		34,935
Northern Trust Corp.	1,328		67,476
Omega Healthcare Investors, Inc. REIT	1,508		29,949
optionsXpress Holdings, Inc.*	1,096		17,591
Platinum Underwriters Holdings Ltd. (Bermuda)	862		31,730
Potlatch Corp. REIT	710		24,736
ProAssurance Corp.*	601		35,375
Progressive (The) Corp.	4,020		78,752
Prosperity Bancshares, Inc.	844		30,418
Renasant Corp.	430		6,171
Riskmetrics Group, Inc.*	1,139		24,637
SCBT Financial Corp.	973		34,824
Simon Property Group, Inc. REIT	1,485		126,270
Societe Generale (France)	792		34,720
Standard Chartered PLC (United Kingdom)	2,664		63,053
Stifel Financial Corp.*	494		25,031
Sumitomo Mitsui Financial Group, Inc. (Japan)	878		26,338
Tanger Factory Outlet Centers, Inc. REIT	588		24,473
Teton Advisors, Inc., Class A	4		40
Tower Group, Inc.	727		15,929
UBS AG (Switzerland)*	5,184		69,108
UMB Financial Corp.	688		26,798
UniCredito Italiano S.p.A (Italy)	22,667		47,881
Washington Real Estate Investment Trust REIT	1,040		30,555
Wells Fargo & Co.	12,065		346,144
Westamerica Bancorp.	564		31,398
Westpac Banking Corp. (Australia)	3,686		73,116
Westwood Holdings Group, Inc.	572		21,250
Zurich Financial Services AG (Switzerland)	211		43,150
			4,970,214
HEALTH CARE — 7.8%
Abbott Laboratories	4,308		204,888
Amedisys, Inc.*	491		24,413
AMERIGROUP Corp.*	960		34,483
AmSurg Corp.*	577		11,425
AstraZeneca PLC (United Kingdom)	1,894		79,456
Bayer AG (Germany)	1,182		66,459
Boston Scientific Corp.*	3,847		23,274
Bruker Corp.*	3,365		42,853
Catalyst Health Solutions, Inc.*	822		31,474
Centene Corp.*	848		19,351
Emergency Medical Services Corp., Class A*	786		42,106

See Notes to Financial Statements. 29

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS (CONTINUED)

TDX INDEPENDENCE 2030 EXCHANGE-TRADED FUND (Continued)

May 31, 2010

	Number of Shares	Value
HEALTH CARE (Continued)
eResearch Technology, Inc.*	4,050	$	32,157
Forest Laboratories, Inc.*	786		20,342
Genzyme Corp.*	704		34,250
GlaxoSmithKline PLC (United Kingdom)	7,205		120,529
Haemonetics Corp.*	481		25,945
Inspire Pharmaceuticals, Inc.*	1,075		6,111
Isis Pharmaceuticals, Inc.*	1,924		17,701
Johnson & Johnson	7,000		408,099
Magellan Health Services, Inc.*	675		27,466
Martek Biosciences Corp.*	591		10,987
Medicis Pharmaceutical Corp., Class A	1,156		26,808
Novartis AG (Switzerland)	3,240		147,241
Novo Nordisk A/S, B Shares (Denmark)	614		47,576
NuVasive, Inc.*	748		29,374
Onyx Pharmaceuticals, Inc.*	1,085		24,185
Owens & Minor, Inc.	1,169		34,918
Pfizer, Inc.	17,667		269,068
Pharmasset, Inc.*	424		12,491
Psychiatric Solutions, Inc.*	1,010		32,704
Quality Systems, Inc.	568		33,535
Regeneron Pharmaceuticals, Inc.*	1,553		44,369
Roche Holding AG (Switzerland)	967		133,088
Sanofi-Aventis SA (France)	1,558		94,170
SIGA Technologies, Inc.*	3,134		21,781
Sirona Dental Systems, Inc.*	969		34,283
STERIS Corp.	1,078		34,313
Takeda Pharmaceutical Co. Ltd. (Japan)	1,383		57,029
Thoratec Corp.*	1,110		48,696
UnitedHealth Group, Inc.	3,059		88,925
Vanda Pharmaceuticals, Inc.*	500		3,655
WellCare Health Plans, Inc.*	808		22,026
Zimmer Holdings, Inc.*	567		31,712
ZymoGenetics, Inc.*	1,255		5,836
			2,561,552
INDUSTRIALS — 9.0%
A.O. Smith Corp.	516		24,056
ABB Ltd. (Switzerland)*	3,223		55,329
BAE Systems PLC (United Kingdom)	5,033		23,483
Baldor Electric Co.	853		30,648
C.H. Robinson Worldwide, Inc.	976		56,715
Caterpillar, Inc.	1,516		92,112
CLARCOR, Inc.	926		33,577
CRA International, Inc.*	907		20,154
Curtiss-Wright Corp.	831		27,523
Dollar Thrifty Automotive Group, Inc.*	1,495		69,817
East Japan Railway Co. (Japan)	486		30,996
Eaton Corp.	432		30,218
EMCOR Group, Inc.*	1,263		31,537
Emerson Electric Co.	1,897		88,097
Fanuc Ltd. (Japan)	299		31,728
First Solar, Inc.*	337		37,865
General Dynamics Corp.	1,017		69,054
General Electric Co.	26,428		432,099
Geo Group (The), Inc.*	951		20,066
GrafTech International Ltd.*	2,175		36,127
Granite Construction, Inc.	728		21,585

	Number of Shares	Value
INDUSTRIALS (Continued)
Griffon Corp.*	1,124	$	13,645
Hawaiian Holdings, Inc.*	3,829		27,262
Heartland Express, Inc.	1,704		26,489
Heico Corp.	585		23,336
Heidrick & Struggles International, Inc.	1,367		31,646
Hutchison Whampoa Ltd. (Hong Kong)	2,996		18,778
JetBlue Airways Corp.*	5,361		33,238
Kforce, Inc.*	681		9,207
Knight Transportation, Inc.	1,582		31,450
Koninklijke Philips Electronics NV (Netherlands)	1,474		44,378
L.B. Foster Co., Class A*	722		20,267
Lockheed Martin Corp.	1,014		81,039
Mitsubishi Corp. (Japan)	2,021		46,091
Mitsui & Co. Ltd. (Japan)	2,850		41,399
PACCAR, Inc.	967		39,647
Regal-Beloit Corp.	579		34,908
Republic Services, Inc.	929		27,052
Rollins, Inc.	1,845		39,225
Schneider Electric SA (France)	369		37,085
Seaboard Corp.	22		31,372
Siemens AG (Germany)	1,273		115,302
Tetra Tech, Inc.*	1,113		25,226
Towers Watson & Co., Class A	806		37,076
Union Pacific Corp.	2,767		197,647
United Parcel Service, Inc., Class B	5,478		343,800
United Technologies Corp.	2,456		165,485
Vestas Wind Systems A/S (Denmark)*	291		14,026
Vicor Corp.*	3,310		40,382
Vinci SA (France)	606		27,493
Waste Management, Inc.	1,293		42,035
Watsco, Inc.	593		34,720
			2,963,492
INFORMATION TECHNOLOGY — 15.2%
Accenture PLC, Class A (Ireland)	3,506		131,545
Anixter International, Inc.*	667		31,683
Apple, Inc.*	2,329		598,925
Arris Group, Inc.*	2,308		25,319
Benchmark Electronics, Inc.*	1,166		21,548
CACI International, Inc., Class A*	545		25,201
CANON, Inc. (Japan)	1,542		63,416
Cass Information Systems, Inc.	655		20,777
Cisco Systems, Inc.*	14,126		327,158
Computer Sciences Corp.*	386		19,296
Concur Technologies, Inc.*	895		37,859
Corning, Inc.	3,997		69,668
Daktronics, Inc.	3,185		26,818
Digital River, Inc.*	680		18,727
Ebix, Inc.*	480		7,334
Electro Scientific Industries, Inc.*	1,940		24,929
EMC Corp.*	5,066		94,329
EMS Technologies, Inc.*	279		4,336
Entegris, Inc.*	7,942		42,887
Exar Corp.*	3,253		22,771
Fair Isaac Corp.	993		23,038
Gartner, Inc.*	1,702		42,125

See Notes to Financial Statements. 30

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS (CONTINUED)

TDX INDEPENDENCE 2030 EXCHANGE-TRADED FUND (Continued)

May 31, 2010

	Number of Shares	Value
INFORMATION TECHNOLOGY (Continued)
Google, Inc., Class A*	799	$	387,658
Hewlett-Packard Co.	6,173		284,020
Informatica Corp.*	1,566		40,403
International Business Machines Corp.	3,300		413,357
IXYS Corp.*	2,570		23,952
Jack Henry & Associates, Inc.	1,550		37,262
ManTech International Corp., Class A*	676		31,251
MasterCard, Inc., Class A	711		143,458
Microsemi Corp.*	1,413		21,873
Microsoft Corp.	22,889		590,535
ModusLink Global Solutions, Inc.*	3,329		25,434
Nintendo Co. Ltd. (Japan)	138		40,608
Nokia Oyj (Finland)	5,932		60,715
Oracle Corp.	13,020		293,861
Palm, Inc.*	2,858		16,291
Parametric Technology Corp.*	2,123		34,987
Paychex, Inc.	924		26,371
Polycom, Inc.*	1,458		43,784
Quest Software, Inc.*	1,701		32,923
Rackspace Hosting, Inc.*	2,273		40,005
Riverbed Technology, Inc.*	1,248		33,359
Rogers Corp.*	265		7,568
SAP AG (Germany)	1,255		53,686
Skyworks Solutions, Inc.*	2,916		46,452
Smith Micro Software, Inc.*	563		5,546
Solera Holdings, Inc.	1,245		43,177
SRA International, Inc., Class A*	984		21,225
Telefonaktiebolaget LM Ericsson, B Shares (Sweden)	3,931		39,709
TIBCO Software, Inc.*	3,056		34,869
Visa, Inc., Class A	4,763		345,127
VistaPrint NV (Netherlands)*	772		36,045
Yahoo!, Inc.*	3,570		54,764
			4,989,964
MATERIALS — 3.6%
Air Liquide SA (France)	356		34,909
AMCOL International Corp.	573		15,448
American Vanguard Corp.	2,398		19,112
Anglo American PLC (United Kingdom)*	1,832		70,484
ArcelorMittal (Luxembourg)	1,191		36,306
BASF AG (Germany)	1,236		65,311
BHP Billiton Ltd. (Australia)	4,709		155,561
BHP Billiton PLC (United Kingdom)	3,093		85,550
Dow Chemical (The) Co.	2,873		77,312
E.I. du Pont de Nemours & Co.	2,202		79,646
NewMarket Corp.	253		26,049
Newmont Mining Corp.	1,241		66,791
Praxair, Inc.	826		64,098
Rio Tinto PLC (United Kingdom)	1,984		91,479
Rock-Tenn Co., Class A	695		35,765
Rockwood Holdings, Inc.*	1,261		32,710
Sensient Technologies Corp.	865		23,952
Shin-Etsu Chemical Co. Ltd. (Japan)	819		41,743
Sherwin-Williams (The) Co.	296		22,682
Silgan Holdings, Inc.	1,402		39,999

	Number of Shares		Value
MATERIALS (Continued)
Syngenta AG (Switzerland)		146	$	32,405
Vulcan Materials Co.		321		16,204
Westlake Chemical Corp.		1,219		25,855
Weyerhaeuser Co.		542		23,078
				1,182,449
TELECOMMUNICATION SERVICES — 3.2%
AT&T, Inc.		16,285		395,726
Deutsche Telekom AG (Germany)		3,944		44,521
France Telecom SA (France)		2,768		53,197
Koninklijke (Royal) KPN NV (Netherlands)		2,395		31,409
NTT DoCoMo, Inc. (Japan)		22		33,022
Telefonica SA (Spain)		5,619		108,786
Verizon Communications, Inc.		7,821		215,234
Vodafone Group PLC (United Kingdom)		76,169		152,143
				1,034,038
UTILITIES — 2.9%
Consolidated Edison, Inc.		1,626		69,251
E.ON AG (Germany)		2,973		91,049
Enel S.p.A (Italy)		7,749		35,834
EQT Corp.		760		29,784
Exelon Corp.		3,785		146,100
FPL Group, Inc.*		2,392		119,433
GDF Suez (France)		1,703		53,730
Iberdrola SA (Spain)		5,519		37,159
New Jersey Resources Corp.		770		27,297
Nicor, Inc.		846		34,187
Piedmont Natural Gas Co., Inc.		1,402		35,625
RWE AG (Germany)		680		49,273
Southern Co.		4,467		146,071
Tokyo Electric Power (The) Co., Inc. (Japan)		1,698		42,086
WGL Holdings, Inc.		947		32,056
				948,935
Total Common Stocks (Cost $29,870,666)				27,293,043
RIGHTS — 0.0% (a)
MATERIALS — 0.0% (a)
Air Liquide SA, expiring 6/11/10 (France)* (Cost $0)		356		2,327
	Principal Amount		Value
CORPORATE BONDS — 9.9%
CONSUMER DISCRETIONARY — 0.9%
CBS Corp. 7.875%, 7/30/30	$	17,000		18,699
Comcast Corp. 6.45%, 3/15/37		23,000		24,188
Home Depot (The), Inc. 5.40%, 3/01/16		27,000		29,413
News America, Inc. 6.20%, 12/15/34		27,000		27,811
Target Corp. 7.00%, 1/15/38		110,000		131,549

See Notes to Financial Statements. 31

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS (CONTINUED)

TDX INDEPENDENCE 2030 EXCHANGE-TRADED FUND (Continued)

May 31, 2010

	Principal Amount		Value
CONSUMER DISCRETIONARY (Continued)
Time Warner Cable, Inc. 6.55%, 5/01/37	$	21,000	$	21,963
Time Warner, Inc. 7.70%, 5/01/32		22,000		25,553
Viacom, Inc. 6.25%, 4/30/16		17,000		19,107
				298,283
CONSUMER STAPLES — 0.7%
Coca-Cola Enterprises, Inc. 8.50%, 2/01/22		27,000		35,653
Diageo Finance BV (Netherlands) 5.30%, 10/28/15		27,000		29,943
Kraft Foods 6.50%, 8/11/17		61,000		69,171
Procter & Gamble (The) Co. 5.55%, 3/05/37		20,000		21,472
Wal-Mart Stores, Inc. 4.55%, 5/01/13		6,000		6,480
6.50%, 8/15/37		45,000		52,403
				215,122
ENERGY — 0.6%
Anadarko Petroleum Corp. 5.95%, 9/15/16		29,000		30,931
Canadian Natural Resources Ltd. (Canada) 5.70%, 5/15/17		22,000		24,071
ConocoPhillips 5.90%, 10/15/32		42,000		45,018
Kinder Morgan Energy Partners LP 5.80%, 3/15/35		98,000		88,983
XTO Energy Inc. 6.75%, 8/01/37		18,000		21,454
				210,457
FINANCIALS — 3.3%
Allstate (The) Corp. 5.55%, 5/09/35		38,000		37,028
American Express Co. 4.875%, 7/15/13		223,000		237,717
Bear Stearns & Co., Inc. 7.25%, 2/01/18		34,000		38,818
Capital One Financial Corp. 6.15%, 9/01/16		48,000		50,278
Credit Suisse (USA), Inc. 7.125%, 7/15/32		63,000		75,138
Deutsche Bank AG London (Germany) 6.00%, 9/01/17		29,000		31,175
General Electric Capital Corp., Series A MTN 6.75%, 3/15/32		43,000		44,776
Goldman Sachs Group, LP 5.00%, 10/01/14		65,000		66,135
Goldman Sachs Group (The), Inc. 6.75%, 10/01/37		76,000		71,369
HSBC Finance Corp. 5.50%, 1/19/16		55,000		58,742

	Principal Amount		Value
FINANCIALS (Continued)
JPMorgan Chase Bank NA 5.875%, 6/13/16	$	50,000	$	52,465
Marsh & McLennan Cos., Inc. 5.75%, 9/15/15		20,000		21,262
Merrill Lynch & Co., Inc., Series C MTN 5.00%, 1/15/15		72,000		71,081
MetLife, Inc. 5.00%, 6/15/15		54,000		57,045
Travelers (The) Cos., Inc. 6.25%, 3/15/37 (b)		31,000		28,936
Unilever Capital Corp. 5.90%, 11/15/32		29,000		32,092
Wachovia Corp. 5.25%, 8/01/14		67,000		71,163
Wells Fargo & Co. 5.00%, 11/15/14		16,000		16,812
				1,062,032
HEALTH CARE — 1.0%
Abbott Laboratories 5.875%, 5/15/16		16,000		18,414
AmerisourceBergen Corp. 5.875%, 9/15/15		17,000		18,864
AstraZeneca PLC (United Kingdom) 6.45%, 9/15/37		47,000		53,287
Bristol-Myers Squibb Co. 5.875%, 11/15/36		30,000		32,505
Eli Lilly & Co. 5.55%, 3/15/37		34,000		34,993
WellPoint, Inc. 5.25%, 1/15/16		32,000		34,152
Wyeth 5.50%, 2/01/14		125,000		139,078
				331,293
INDUSTRIALS — 0.4%
Burlington Northern Santa Fe Corp. 6.15%, 5/01/37		14,000		14,972
CSX Corp. 6.00%, 10/01/36		24,000		24,957
General Electric Co. 5.25%, 12/06/17		90,000		96,492
				136,421
INFORMATION TECHNOLOGY — 0.2%
IBM Corp. 5.70%, 9/14/17		40,000		45,636
Oracle Corp. 5.25%, 1/15/16		29,000		32,406
				78,042
MATERIALS — 0.3%
CRH America, Inc. 6.00%, 9/30/16		14,000		15,264
Vale Overseas Ltd. (Cayman Islands) 6.875%, 11/21/36		52,000		51,959
Weyerhaeuser Co. 7.375%, 3/15/32		26,000		25,396
				92,619

See Notes to Financial Statements. 32

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS (CONTINUED)

TDX INDEPENDENCE 2030 EXCHANGE-TRADED FUND (Continued)

May 31, 2010

	Principal Amount		Value
TELECOMMUNICATION SERVICES — 1.4%
BellSouth Corp. 6.00%, 11/15/34	$	48,000	$	47,833
Cellco Partnership/Verizon Wireless Capital LLC 5.55%, 2/01/14		242,000		267,742
Embarq Corp. 7.082%, 6/01/16		12,000		12,932
Verizon Global Funding Corp. 7.75%, 12/01/30		90,000		108,470
Vodafone Group PLC (United Kingdom) 5.625%, 2/27/17		11,000		11,959
				448,936
UTILITIES — 1.1%
Constellation Energy Group 4.55%, 6/15/15		25,000		26,271
Dominion Resources, Inc., Series C 5.15%, 7/15/15		101,000		110,020
Exelon Generation Co. LLC 5.35%, 1/15/14		134,000		144,994
Pacific Gas & Electric Co. 6.05%, 3/01/34		32,000		33,457
6.25%, 3/01/39		45,000		48,494
				363,236
Total Corporate Bonds (Amortized Cost $3,086,462)				3,236,441
UNITED STATES GOVERNMENT & AGENCIES OBLIGATIONS — 5.3%
FEDERAL HOME LOAN MORTGAGE CORP. — 0.2%
6.25%, 7/15/32		49,000		59,720
FEDERAL NATIONAL MORTGAGE ASSOCIATION — 1.2%
5.00%, 4/15/15		205,000		231,134
5.00%, 5/11/17		138,000		154,730
				385,864
UNITED STATES TREASURY BONDS/NOTES — 3.9%
1.75%, 11/15/11		164,000		166,729
4.75%, 5/15/14		331,900		370,561
7.50%, 11/15/16		216,300		279,061
8.125%, 8/15/19		50,000		69,465
4.375%, 2/15/38		400,200		411,143
				1,296,959
Total United States Government & Agencies Obligations (Amortized Cost $1,676,552)				1,742,543
SOVEREIGN BONDS — 0.6%
Province of Quebec Canada (Canada) 7.50%, 9/15/29		27,000		35,703
Republic of Brazil (Brazil) 7.125%, 1/20/37		60,000		69,300

	Principal Amount		Value
SOVEREIGN BONDS (Continued)
Republic of Italy (Italy) 5.25%, 9/20/16	$	25,000	$	26,593
United Mexican States (Mexico) 5.625%, 1/15/17		50,000		53,875
Total Sovereign Bonds (Amortized Cost $178,965)				185,471
Total Investments — 99.1%
(Amortized Cost $34,812,645)			$	32,459,825
Other assets less liabilities — 0.9%				279,897
Net Assets — 100.0%			$	32,739,722

ADR – American Depositary Receipt.

MTN – Medium Term Note.

REIT – Real Estate Investment Trust.

* Non-income producing security.

(a) Less than 0.1%.

(b) Variable Rate Coupon. Stated interest rate was in effect at May 31, 2010.

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below.

Level 1 — quoted prices in active markets for identical securities

Level 2 — other significant observable inputs (including, but not limited to, quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of May 31, 2010:

Investments	Level 1		Level 2		Level 3		Total
Common Stocks	$	27,293,043	$	—	$	—	$	27,293,043
Rights		—		2,327		—		2,327
Corporate Bonds		—		3,236,441		—		3,236,441
United States Government & Agencies Obligations		—		1,742,543		—		1,742,543
Sovereign Bonds		—		185,471		—		185,471
Total Investments	$	27,293,043	$	5,166,782	$	—	$	32,459,825

See Notes to Financial Statements. 33

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS (CONTINUED)

TDX INDEPENDENCE 2030 EXCHANGE-TRADED FUND (Continued)

May 31, 2010

COUNTRY BREAKDOWN AS OF MAY 31, 2010

(Unaudited)

	Value		% of Net Assets
United States	$	25,241,972	77.1	%
United Kingdom		1,865,654	5.7
Japan		881,379	2.7
Switzerland		768,311	2.4
Germany		731,362	2.2
France		725,427	2.2
Australia		437,182	1.3
Spain		313,039	1.0
Italy		242,267	0.7
Netherlands		203,264	0.6
Netherlands Antilles		176,536	0.6
Ireland		131,545	0.4
Sweden		112,603	0.3
Bermuda		77,558	0.2
Cayman Islands		75,178	0.2
Brazil		69,300	0.2
Denmark		61,601	0.2
Finland		60,715	0.2
Canada		59,773	0.2
Mexico		53,875	0.2
Belgium		42,945	0.1
Norway		40,376	0.1
Luxembourg		36,306	0.1
Hong Kong		18,778	0.1
Marshall Islands		18,436	0.1
Greece		14,443	0.0
Total Investments		32,459,825	99.1
Other assets less liabilities		279,897	0.9
Net Assets	$	32,739,722	100	%

See Notes to Financial Statements. 34

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS

TDX INDEPENDENCE 2040 EXCHANGE-TRADED FUND

May 31, 2010

	Number of Shares	Value
COMMON STOCKS — 94.9%
CONSUMER DISCRETIONARY — 9.8%
Amazon.com, Inc.*	1,214	$	152,308
Ameristar Casinos, Inc.	1,142		20,579
AutoZone, Inc.*	210		40,085
Bally Technologies, Inc.*	1,023		43,478
Bob Evans Farms, Inc.	610		17,714
Brown Shoe Co., Inc.	3,493		58,263
Buckle (The), Inc.	961		34,164
California Pizza Kitchen, Inc.*	428		7,802
Carter’s, Inc.*	1,193		36,458
Cinemark Holdings, Inc.	2,307		36,889
Collective Brands, Inc.*	1,400		31,332
Columbia Sportswear Co.	653		33,421
Comcast Corp., Class A	8,494		153,656
Cooper Tire & Rubber Co.	934		17,662
Corinthian Colleges, Inc.*	1,993		26,686
Daimler AG (Germany)*	1,256		62,418
DIRECTV, Class A*	2,914		109,829
Dress Barn (The), Inc.*	1,238		33,909
Eastman Kodak Co.*	5,013		28,273
Ethan Allen Interiors, Inc.	2,248		45,410
Ford Motor Co.*	8,209		96,292
Fossil, Inc.*	1,372		51,450
Hennes & Mauritz AB, B Shares (Sweden)	746		42,076
Home Depot (The), Inc.	4,772		161,580
HONDA MOTOR Co. Ltd. (Japan)	2,754		84,128
Iconix Brand Group, Inc.*	1,370		22,263
J. Crew Group, Inc.*	1,262		57,598
Jack in the Box, Inc.*	1,134		25,447
Knology, Inc.*	3,197		38,236
Las Vegas Sands Corp.*	1,769		41,536
Life Time Fitness, Inc.*	768		28,500
LVMH Moet Hennessy Louis Vuitton SA (France)	393		41,639
Marcus (The) Corp.	2,181		23,882
McDonald’s Corp.	3,214		214,920
Men’s Wearhouse (The), Inc.	1,053		22,892
News Corp., Class A	5,181		68,389
Nissan Motor Co. Ltd. (Japan)*	3,605		26,243
Omnicom Group, Inc.	854		32,409
Panasonic Corp. (Japan)	3,076		39,575
Rent-A-Center, Inc.*	1,282		31,050
Sony Corp. (Japan)	1,677		52,335
Spartan Motors, Inc.	846		4,061
Talbots (The), Inc.*	6,185		93,022
Target Corp.	2,174		118,548
Time Warner, Inc.	3,260		101,027
Toyota Motor Corp. (Japan)	4,570		165,834
Tractor Supply Co.	675		45,738
Tupperware Brands Corp.	1,182		50,223
Vail Resorts, Inc.*	693		28,836
Vivendi (France)	1,958		42,834
Volcom, Inc.*	1,957		39,062
Volkswagen AG (Germany)	115		9,809
Walt Disney (The) Co.	5,011		167,468
Warnaco Group (The), Inc.*	886		37,735
			3,096,973

	Number of Shares	Value
CONSUMER STAPLES — 9.6%
Anheuser-Busch Inbev NV (Belgium)	967	$	46,661
B&G Foods, Inc., Class A	3,172		33,623
Boston Beer (The) Co., Inc., Class A*	869		57,397
British American Tobacco PLC (United Kingdom)	2,692		79,498
Campbell Soup Co.	977		34,986
Carrefour SA (France)	967		40,317
Casey’s General Stores, Inc.	969		35,727
Coca-Cola (The) Co.	6,338		325,773
CVS Caremark Corp.	4,165		144,234
Diageo PLC (United Kingdom)	4,170		63,608
Fresh Del Monte Produce, Inc. (Cayman Islands)*	1,256		25,120
Imperial Tobacco Group PLC (United Kingdom)	1,491		38,804
Kraft Foods, Inc., Class A	3,870		110,682
Lancaster Colony Corp.	555		30,336
Molson Coors Brewing Co., Class B	491		20,151
Nestle SA (Switzerland)	5,567		252,510
Philip Morris International, Inc.	5,702		251,572
Prestige Brands Holdings, Inc.*	4,074		31,451
Procter & Gamble (The) Co.	7,807		476,930
Reckitt Benckiser Group PLC (United Kingdom)	881		41,335
Ruddick Corp.	994		32,822
Safeway, Inc.	1,210		26,789
Tesco PLC (United Kingdom)	11,554		68,759
Tootsie Roll Industries, Inc.	1,134		28,395
Unilever NV (Netherlands)	2,425		66,746
Unilever PLC (United Kingdom)	1,897		51,235
Wal-Mart Stores, Inc.	11,417		577,245
Weis Markets, Inc.	497		16,784
			3,009,490
ENERGY — 10.7%
Arena Resources, Inc.*	826		27,159
ATP Oil & Gas Corp.*	3,805		40,485
Berry Petroleum Co., Class A	921		28,312
BG Group PLC (United Kingdom)	5,974		91,644
Bill Barrett Corp.*	926		30,151
BP PLC (United Kingdom)	30,137		215,601
Cal Dive International, Inc.*	1,868		10,311
Chevron Corp.	5,935		438,418
ConocoPhillips	4,245		220,146
Dril-Quip, Inc.*	766		37,312
ENI S.p.A (Italy)	4,081		77,249
Exxon Mobil Corp.	14,420		871,832
General Maritime Corp. (Marshall Islands)	2,890		19,970
Goodrich Petroleum Corp.*	770		9,425
ION Geophysical Corp.*	11,024		59,860
Matrix Service Co.*	2,424		23,852
Murphy Oil Corp.	529		28,238
Nordic American Tanker Shipping Ltd. (Bermuda)	854		24,254
Occidental Petroleum Corp.	2,316		191,093
Peabody Energy Corp.	706		27,506
Repsol YPF SA (Spain)	1,167		24,177

See Notes to Financial Statements. 35

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS (CONTINUED)

TDX INDEPENDENCE 2040 EXCHANGE-TRADED FUND (Continued)

May 31, 2010

	Number of Shares	Value
ENERGY (Continued)
Royal Dutch Shell PLC, Class A (United Kingdom)	6,076	$	160,150
Royal Dutch Shell PLC, Class B (United Kingdom)	4,742		120,087
RPC, Inc.	1,892		21,361
Schlumberger Ltd. (Netherlands Antilles)	3,402		191,022
Southwestern Energy Co.*	2,104		79,131
StatoilHydro ASA (Norway)	2,432		48,999
Total SA (France)	3,657		171,975
Woodside Petroleum Ltd. (Australia)	795		29,289
World Fuel Services Corp.	1,252		32,590
			3,351,599
FINANCIALS — 17.2%
Aflac, Inc.	2,956		130,951
Alexander’s, Inc. REIT	103		33,410
Allianz SE (Germany)	706		70,981
American Campus Communities, Inc. REIT	998		26,716
Annaly Capital Management, Inc. REIT	3,203		54,323
Assicurazioni Generali S.p.A (Italy)	1,811		33,231
Australia & New Zealand Banking Group Ltd. (Australia)	2,832		54,063
AXA (France)	2,701		45,015
Banco Bilbao Vizcaya Argentaria SA (Spain)	4,790		50,946
Banco Santander SA (Spain)	10,795		111,820
Bank of America Corp.	22,963		361,437
Bank of New York Mellon (The) Corp.	7,518		204,490
Barclays PLC (United Kingdom)	11,765		51,899
BB&T Corp.	4,012		121,323
BNP Paribas (France)	1,368		79,236
Boston Private Financial Holdings, Inc.	5,010		36,673
Capital One Financial Corp.	2,344		96,807
Charles Schwab (The) Corp.	7,301		119,298
Commonwealth Bank of Australia (Australia)	1,955		86,376
Credit Suisse Group AG (Switzerland)	1,595		62,218
Delphi Financial Group, Inc., Class A	993		25,788
Deutsche Bank AG (Germany)	801		47,881
Dime Community Bancshares, Inc.	2,590		33,048
Encore Capital Group, Inc.*	2,013		42,072
Equity Lifestyle Properties, Inc. REIT	502		26,004
Equity One, Inc. REIT	1,651		28,348
First Financial Bankshares, Inc.	418		20,975
FirstMerit Corp.	1,592		29,675
Franklin Resources, Inc.	1,476		144,781
GAMCO Investors, Inc., Class A	697		27,622
Goldman Sachs Group (The), Inc.	1,375		198,358
Highwoods Properties, Inc. REIT	1,435		42,275
HSBC Holdings PLC (United Kingdom)	27,369		248,429
Intesa Sanpaolo S.p.A (Italy)	12,684		33,590
JPMorgan Chase & Co.	10,626		420,576
Kansas City Life Insurance Co.	927		28,070
KBW, Inc.*	754		18,918
Knight Capital Group, Inc., Class A*	1,946		28,431
MarketAxess Holdings, Inc.	2,385		35,203
MFA Financial, Inc. REIT	4,536		33,249
Mid-America Apartment Communities, Inc. REIT	566		30,921

	Number of Shares	Value
FINANCIALS (Continued)
Mitsubishi UFJ Financial Group, Inc. (Japan)	20,097	$	98,120
Montpelier Re Holdings Ltd. (Bermuda)	1,632		25,476
Moody’s Corp.	1,325		27,163
Morgan Stanley	3,920		106,271
Muenchener Rueckversicherungs-Gesellschaft AG (Germany)	327		41,675
National Australia Bank Ltd. (Australia)	2,657		55,813
National Bank of Greece SA ADR (Greece)*	7,051		17,275
National Financial Partners Corp.*	3,696		51,522
National Retail Properties, Inc. REIT	1,608		35,344
NewAlliance Bancshares, Inc.	2,115		24,894
Nordea Bank AB (Sweden)	4,669		38,415
Northern Trust Corp.	1,433		72,811
Omega Healthcare Investors, Inc. REIT	1,637		32,511
optionsXpress Holdings, Inc.*	1,188		19,067
Platinum Underwriters Holdings Ltd. (Bermuda)	945		34,785
Potlatch Corp. REIT	770		26,827
ProAssurance Corp.*	654		38,494
Progressive (The) Corp.	4,350		85,217
Prosperity Bancshares, Inc.	919		33,121
Renasant Corp.	465		6,673
Riskmetrics Group, Inc.*	1,238		26,778
SCBT Financial Corp.	1,057		37,830
Simon Property Group, Inc. REIT	1,609		136,813
Societe Generale (France)	859		37,657
Standard Chartered PLC (United Kingdom)	3,287		77,799
Stifel Financial Corp.*	537		27,210
Sumitomo Mitsui Financial Group, Inc. (Japan)	953		28,588
Tanger Factory Outlet Centers, Inc. REIT	640		26,637
Teton Advisors, Inc., Class A	4		40
Tower Group, Inc.	795		17,418
UBS AG (Switzerland)*	5,695		75,920
UMB Financial Corp.	849		33,069
UniCredito Italiano S.p.A (Italy)	24,811		52,410
Washington Real Estate Investment Trust REIT	1,125		33,053
Wells Fargo & Co.	13,173		377,932
Westamerica Bancorp.	618		34,404
Westpac Banking Corp. (Australia)	3,986		79,067
Westwood Holdings Group, Inc.	622		23,107
Zurich Financial Services AG (Switzerland)	231		47,240
			5,419,873
HEALTH CARE — 8.9%
Abbott Laboratories	4,675		222,343
Amedisys, Inc.*	530		26,352
AMERIGROUP Corp.*	1,042		37,429
AmSurg Corp.*	622		12,316
AstraZeneca PLC (United Kingdom)	2,053		86,126
Bayer AG (Germany)	1,284		72,194
Boston Scientific Corp.*	4,156		25,144
Bruker Corp.*	3,649		46,470
Catalyst Health Solutions, Inc.*	939		35,954
Centene Corp.*	918		20,949
Emergency Medical Services Corp., Class A*	888		47,570
eResearch Technology, Inc.*	4,387		34,833
Forest Laboratories, Inc.*	853		22,076

See Notes to Financial Statements. 36

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS (CONTINUED)

TDX INDEPENDENCE 2040 EXCHANGE-TRADED FUND (Continued)

May 31, 2010

	Number of Shares	Value
HEALTH CARE (Continued)
Genzyme Corp.*	765	$	37,217
GlaxoSmithKline PLC (United Kingdom)	7,772		130,014
Haemonetics Corp.*	524		28,265
Inspire Pharmaceuticals, Inc.*	1,186		6,742
Isis Pharmaceuticals, Inc.*	2,092		19,246
Johnson & Johnson	7,708		449,376
Magellan Health Services, Inc.*	729		29,663
Martek Biosciences Corp.*	640		11,898
Medicis Pharmaceutical Corp., Class A	1,254		29,080
Novartis AG (Switzerland)	3,529		160,374
Novo Nordisk A/S, B Shares (Denmark)	667		51,682
NuVasive, Inc.*	811		31,848
Onyx Pharmaceuticals, Inc.*	1,177		26,235
Owens & Minor, Inc.	1,269		37,905
Pfizer, Inc.	19,449		296,208
Pharmasset, Inc.*	459		13,522
Psychiatric Solutions, Inc.*	1,089		35,262
Quality Systems, Inc.	620		36,605
Regeneron Pharmaceuticals, Inc.*	1,686		48,169
Roche Holding AG (Switzerland)	1,115		153,458
Sanofi-Aventis SA (France)	1,688		102,028
SIGA Technologies, Inc.*	3,417		23,748
Sirona Dental Systems, Inc.*	1,047		37,043
STERIS Corp.	1,168		37,177
Takeda Pharmaceutical Co. Ltd. (Japan)	1,391		57,359
Thoratec Corp.*	1,209		53,039
UnitedHealth Group, Inc.	3,404		98,954
Vanda Pharmaceuticals, Inc.*	549		4,013
WellCare Health Plans, Inc.*	872		23,771
Zimmer Holdings, Inc.*	611		34,173
ZymoGenetics, Inc.*	1,359		6,319
			2,800,149
INDUSTRIALS — 10.3%
A.O. Smith Corp.	557		25,967
ABB Ltd. (Switzerland)*	3,511		60,274
BAE Systems PLC (United Kingdom)	5,457		25,461
Baldor Electric Co.	925		33,235
C.H. Robinson Worldwide, Inc.	1,065		61,887
Caterpillar, Inc.	1,693		102,867
CLARCOR, Inc.	1,009		36,586
CRA International, Inc.*	984		21,864
Curtiss-Wright Corp.	901		29,841
Dollar Thrifty Automotive Group, Inc.*	1,770		82,659
East Japan Railway Co. (Japan)	620		39,543
Eaton Corp.	467		32,667
EMCOR Group, Inc.*	1,368		34,159
Emerson Electric Co.	2,064		95,852
Fanuc Ltd. (Japan)	300		31,834
First Solar, Inc.*	307		34,495
General Dynamics Corp.	1,105		75,030
General Electric Co.	29,314		479,283
Geo Group (The), Inc.*	1,030		21,733
GrafTech International Ltd.*	2,357		39,150
Granite Construction, Inc.	795		23,572
Griffon Corp.*	1,222		14,835
Hawaiian Holdings, Inc.*	4,225		30,082

	Number of Shares	Value
INDUSTRIALS (Continued)
Heartland Express, Inc.	1,865	$	28,991
Heico Corp.	636		25,370
Heidrick & Struggles International, Inc.	1,480		34,262
Hutchison Whampoa Ltd. (Hong Kong)	3,998		25,058
JetBlue Airways Corp.*	5,685		35,247
Kforce, Inc.*	739		9,991
Knight Transportation, Inc.	1,726		34,313
Koninklijke Philips Electronics NV (Netherlands)	1,589		47,841
L.B. Foster Co., Class A*	783		21,979
Lockheed Martin Corp.	1,108		88,551
Mitsubishi Corp. (Japan)	2,241		51,108
Mitsui & Co. Ltd. (Japan)	3,151		45,772
PACCAR, Inc.	1,051		43,091
Regal-Beloit Corp.	630		37,983
Republic Services, Inc.	1,003		29,207
Rollins, Inc.	2,028		43,115
Schneider Electric SA (France)	403		40,503
Seaboard Corp.	24		34,224
Siemens AG (Germany)	1,376		124,631
Tetra Tech, Inc.*	1,214		27,515
Towers Watson & Co., Class A	873		40,158
Union Pacific Corp.	2,985		213,219
United Parcel Service, Inc., Class B	6,073		381,141
United Technologies Corp.	2,684		180,848
Vestas Wind Systems A/S (Denmark)*	316		15,231
Vicor Corp.*	3,593		43,835
Vinci SA (France)	662		30,033
Waste Management, Inc.	1,407		45,742
Watsco, Inc.	641		37,531
			3,249,366
INFORMATION TECHNOLOGY — 17.3%
Accenture PLC, Class A (Ireland)	3,814		143,101
Anixter International, Inc.*	720		34,200
Apple, Inc.*	2,536		652,157
Arris Group, Inc.*	2,508		27,513
Benchmark Electronics, Inc.*	1,258		23,248
CACI International, Inc., Class A*	591		27,328
CANON, Inc. (Japan)	1,693		69,626
Cass Information Systems, Inc.	712		22,585
Cisco Systems, Inc.*	15,642		362,269
Computer Sciences Corp.*	416		20,796
Concur Technologies, Inc.*	971		41,073
Corning, Inc.	4,327		75,420
Daktronics, Inc.	3,444		28,998
Digital River, Inc.*	738		20,325
Ebix, Inc.*	563		8,603
Electro Scientific Industries, Inc.*	2,098		26,959
EMC Corp.*	5,496		102,336
EMS Technologies, Inc.*	300		4,662
Entegris, Inc.*	8,590		46,386
Exar Corp.*	3,522		24,654
Fair Isaac Corp.	1,071		24,847
Gartner, Inc.*	1,840		45,540
Google, Inc., Class A*	867		420,651
Hewlett-Packard Co.	6,731		309,693

See Notes to Financial Statements. 37

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS (CONTINUED)

TDX INDEPENDENCE 2040 EXCHANGE-TRADED FUND (Continued)

May 31, 2010

	Number of Shares	Value
INFORMATION TECHNOLOGY (Continued)
Informatica Corp.*	1,707	$	44,041
International Business Machines Corp.	3,594		450,184
IXYS Corp.*	2,783		25,938
Jack Henry & Associates, Inc.	1,685		40,507
ManTech International Corp., Class A*	734		33,933
MasterCard, Inc., Class A	772		155,766
Microsemi Corp.*	1,525		23,607
Microsoft Corp.	25,147		648,793
ModusLink Global Solutions, Inc.*	3,600		27,504
Nintendo Co. Ltd. (Japan)	154		45,316
Nokia Oyj (Finland)	6,472		66,242
Oracle Corp.	14,224		321,036
Palm, Inc.*	3,105		17,699
Parametric Technology Corp.*	2,296		37,838
Paychex, Inc.	1,011		28,854
Polycom, Inc.*	1,580		47,447
Quest Software, Inc.*	1,843		35,671
Rackspace Hosting, Inc.*	2,464		43,366
Riverbed Technology, Inc.*	1,358		36,299
Rogers Corp.*	282		8,054
SAP AG (Germany)	1,364		58,349
Skyworks Solutions, Inc.*	3,126		49,797
Smith Micro Software, Inc.*	613		6,038
Solera Holdings, Inc.	1,350		46,818
SRA International, Inc., Class A*	1,065		22,972
Telefonaktiebolaget LM Ericsson, B Shares (Sweden)	4,249		42,921
TIBCO Software, Inc.*	3,310		37,767
Visa, Inc., Class A	5,379		389,762
VistaPrint NV (Netherlands)*	843		39,360
Yahoo!, Inc.*	3,863		59,258
			5,454,107
MATERIALS — 4.2%
Air Liquide SA (France)	385		37,753
AMCOL International Corp.	622		16,769
American Vanguard Corp.	2,606		20,770
Anglo American PLC (United Kingdom)*	2,214		85,182
ArcelorMittal (Luxembourg)	1,290		39,324
BASF AG (Germany)	1,337		70,648
BHP Billiton Ltd. (Australia)	5,333		176,175
BHP Billiton PLC (United Kingdom)	3,675		101,647
Dow Chemical (The) Co.	3,116		83,852
E.I. du Pont de Nemours & Co.	2,391		86,481
NewMarket Corp.	275		28,314
Newmont Mining Corp.	1,449		77,985
Praxair, Inc.	945		73,332
Rio Tinto PLC (United Kingdom)	2,172		100,147
Rock-Tenn Co., Class A	757		38,955
Rockwood Holdings, Inc.*	1,365		35,408
Sensient Technologies Corp.	940		26,029
Sherwin-Williams (The) Co.	359		27,510
Shin-Etsu Chemical Co. Ltd. (Japan)	700		35,677
Silgan Holdings, Inc.	1,530		43,651
Syngenta AG (Switzerland)	159		35,291
Vulcan Materials Co.	349		17,618

	Number of Shares		Value
MATERIALS (Continued)
Westlake Chemical Corp.		1,328	$	28,167
Weyerhaeuser Co.		587		24,994
				1,311,679
TELECOMMUNICATION SERVICES — 3.6%
AT&T, Inc.		17,903		435,043
Deutsche Telekom AG (Germany)		4,285		48,370
France Telecom SA (France)		3,008		57,810
Koninklijke (Royal) KPN NV (Netherlands)		2,611		34,242
NTT DoCoMo, Inc. (Japan)		25		37,525
Telefonica SA (Spain)		6,627		128,302
Verizon Communications, Inc.		8,681		238,901
Vodafone Group PLC (United Kingdom)		82,833		165,454
				1,145,647
UTILITIES — 3.3%
Consolidated Edison, Inc.		1,756		74,788
E.ON AG (Germany)		3,289		100,727
Enel S.p.A (Italy)		8,393		38,812
EQT Corp.		819		32,097
Exelon Corp.		4,103		158,376
FPL Group, Inc.*		2,591		129,369
GDF Suez (France)		1,844		58,178
Iberdrola SA (Spain)		5,992		40,344
New Jersey Resources Corp.		844		29,920
Nicor, Inc.		918		37,096
Piedmont Natural Gas Co., Inc.		1,527		38,801
RWE AG (Germany)		737		53,403
Southern Co.		4,932		161,275
Tokyo Electric Power (The) Co., Inc. (Japan)		1,900		47,093
WGL Holdings, Inc.		1,029		34,832
				1,035,111
Total Common Stocks (Cost $33,224,967)				29,873,994
RIGHTS — 0.0% (a)
MATERIALS — 0.0% (a)
Air Liquide SA, expiring 6/11/10 (France)* (Cost $0)		385		2,517
	Principal Amount		Value
CORPORATE BONDS — 2.8%
CONSUMER DISCRETIONARY — 0.3%
CBS Corp. 7.875%, 7/30/30	$	5,000		5,500
Comcast Corp. 6.45%, 3/15/37		8,000		8,413
Home Depot (The), Inc. 5.40%, 3/01/16		17,000		18,519
News America, Inc. 6.20%, 12/15/34		13,000		13,391
Target Corp. 7.00%, 1/15/38		16,000		19,135
Time Warner Cable, Inc. 6.55%, 5/01/37		6,000		6,275

See Notes to Financial Statements. 38

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS (CONTINUED)

TDX INDEPENDENCE 2040 EXCHANGE-TRADED FUND (Continued)

May 31, 2010

	Principal Amount		Value
CONSUMER DISCRETIONARY (Continued)
Time Warner, Inc. 7.70%, 5/01/32	$	5,000	$	5,807
Viacom, Inc. 6.25%, 4/30/16		6,000		6,744
				83,784
CONSUMER STAPLES — 0.2%
CVS Caremark Corp. 6.302%, 6/01/37 (b)		18,000		16,297
Diageo Finance BV (Netherlands) 5.30%, 10/28/15		9,000		9,981
Kraft Foods 6.50%, 8/11/17		18,000		20,411
Pepsi Bottling Group, Inc., Series B 7.00%, 3/01/29		4,000		4,913
Procter & Gamble (The) Co. 5.55%, 3/05/37		10,000		10,736
Wal-Mart Stores, Inc. 6.50%, 8/15/37		8,000		9,316
				71,654
ENERGY — 0.2%
Anadarko Petroleum Corp. 5.95%, 9/15/16		20,000		21,331
Canadian Natural Resources Ltd. (Canada) 5.70%, 5/15/17		2,000		2,188
ConocoPhillips 5.90%, 10/15/32		14,000		15,006
Enterprise Products Operating LP, Series B 5.60%, 10/15/14		2,000		2,167
Kinder Morgan Energy Partners LP 5.80%, 3/15/35		13,000		11,804
				52,496
FINANCIALS — 1.1%
Allstate (The) Corp. 5.55%, 5/09/35		5,000		4,872
American Express Co. 4.875%, 7/15/13		49,000		52,234
Capital One Financial Corp. 6.15%, 9/01/16		8,000		8,380
Credit Suisse (USA), Inc. 7.125%, 7/15/32		28,000		33,395
General Electric Capital Corp., Series A MTN 6.75%, 3/15/32		7,000		7,289
Goldman Sachs Group, LP 5.00%, 10/01/14		29,000		29,507
Goldman Sachs Group (The), Inc. 6.75%, 10/01/37		69,000		64,795
HSBC Finance Corp. 5.50%, 1/19/16		20,000		21,361
JPMorgan Chase Bank NA 5.875%, 6/13/16		25,000		26,233
Landwirtschaftliche Rentenbank, Series G MTN (Germany) 5.00%, 11/08/16		9,000		9,968

	Principal Amount		Value
FINANCIALS (Continued)
Merrill Lynch & Co., Inc. 6.875%, 4/25/18	$	4,000	$	4,126
Merrill Lynch & Co., Inc., Series C MTN 5.00%, 1/15/15		18,000		17,770
MetLife, Inc. 5.00%, 6/15/15		18,000		19,015
Travelers (The) Cos., Inc. 6.25%, 3/15/37 (b)		10,000		9,334
Unilever Capital Corp. 5.90%, 11/15/32		8,000		8,853
Wachovia Corp. 5.25%, 8/01/14		13,000		13,808
Wells Fargo & Co. 5.00%, 11/15/14		2,000		2,101
				333,041
HEALTH CARE — 0.2%
Abbott Laboratories 5.875%, 5/15/16		22,000		25,320
AmerisourceBergen Corp. 5.875%, 9/15/15		9,000		9,987
Eli Lilly & Co. 5.55%, 3/15/37		8,000		8,234
WellPoint, Inc. 5.25%, 1/15/16		2,000		2,134
Wyeth 5.50%, 2/01/14		20,000		22,252
				67,927
INDUSTRIALS — 0.1%
CSX Corp. 6.00%, 10/01/36		10,000		10,399
General Electric Co. 5.25%, 12/06/17		27,000		28,947
				39,346
INFORMATION TECHNOLOGY — 0.1%
IBM Corp. 5.70%, 9/14/17		10,000		11,409
Oracle Corp. 5.25%, 1/15/16		9,000		10,057
				21,466
MATERIALS — 0.1%
CRH America, Inc. 6.00%, 9/30/16		6,000		6,541
Vale Overseas Ltd. (Cayman Islands) 6.875%, 11/21/36		9,000		8,993
Weyerhaeuser Co. 7.375%, 3/15/32		6,000		5,861
				21,395
TELECOMMUNICATION SERVICES — 0.3%
BellSouth Corp. 6.00%, 11/15/34		13,000		12,955
Cellco Partnership/Verizon Wireless Capital LLC 5.55%, 2/01/14		40,000		44,255

See Notes to Financial Statements. 39

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS (CONTINUED)

TDX INDEPENDENCE 2040 EXCHANGE-TRADED FUND (Continued)

May 31, 2010

	Principal Amount		Value
TELECOMMUNICATION SERVICES (Continued)
Embarq Corp. 7.082%, 6/01/16	$	6,000	$	6,466
Verizon Global Funding Corp. 7.75%, 12/01/30		27,000		32,541
Vodafone Group PLC (United Kingdom) 5.625%, 2/27/17		4,000		4,349
				100,566
UTILITIES — 0.2%
Constellation Energy Group 4.55%, 6/15/15		2,000		2,102
Dominion Resources, Inc., Series C 5.15%, 7/15/15		17,000		18,518
Exelon Generation Co. LLC 5.35%, 1/15/14		9,000		9,738
Pacific Gas & Electric Co. 6.05%, 3/01/34		19,000		19,865
6.25%, 3/01/39		20,000		21,553
				71,776
Total Corporate Bonds (Amortized Cost $834,388)				863,451
UNITED STATES GOVERNMENT & AGENCIES OBLIGATIONS — 1.6%
FEDERAL HOME LOAN MORTGAGE CORP. — 0.0% (a)
6.25%, 7/15/32		4,000		4,875
FEDERAL NATIONAL MORTGAGE ASSOCIATION — 0.1%
5.00%, 4/15/15		43,000		48,482
UNITED STATES TREASURY BONDS/NOTES — 1.5%
4.75%, 5/15/14		13,300		14,849
3.25%, 7/31/16		74,000		76,896
8.125%, 8/15/19		90,400		125,592
7.625%, 2/15/25		70,600		100,484
6.25%, 5/15/30		28,600		37,234
5.00%, 5/15/37		49,100		55,736
4.375%, 2/15/38		46,000		47,258
				458,049
Total United States Government & Agencies Obligations (Amortized Cost $497,227)				511,406
SOVEREIGN BONDS — 0.1%
Province of Quebec Canada (Canada) 7.50%, 9/15/29		7,000		9,256
Republic of Brazil (Brazil) 7.125%, 1/20/37		15,000		17,325
United Mexican States (Mexico) 5.625%, 1/15/17		10,000		10,775
Total Sovereign Bonds (Amortized Cost $36,684)				37,356

	Value
Total Investments — 99.4%
(Amortized Cost $34,593,266)	$	31,288,724
Other assets less liabilities — 0.6%		188,021
Net Assets — 100.0%	$	31,476,745

ADR – American Depositary Receipt.

MTN – Medium Term Note.

REIT – Real Estate Investment Trust.

* Non-income producing security.

(a) Less than 0.1%.

(b) Variable Rate Coupon. Stated interest rate was in effect at May 31, 2010.

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below.

Level 1 — quoted prices in active markets for identical securities

Level 2 — other significant observable inputs (including, but not limited to, quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of May 31, 2010:

Investments	Level 1		Level 2		Level 3		Total
Common Stocks	$	29,873,994	$	—	$	—	$	29,873,994
Rights		—		2,517		—		2,517
Corporate Bonds		—		863,451		—		863,451
United States Government & Agencies Obligations		—		511,406		—		511,406
Sovereign Bonds		—		37,356		—		37,356
Total Investments	$	29,873,994	$	1,414,730	$	—	$	31,288,724

See Notes to Financial Statements. 40

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS (CONTINUED)

TDX INDEPENDENCE 2040 EXCHANGE-TRADED FUND (Continued)

May 31, 2010

COUNTRY BREAKDOWN AS OF MAY 31, 2010

(Unaudited)

	Value		% of Net Assets
United States	$	23,704,008	75.3	%
United Kingdom		2,007,228	6.4
Japan		955,677	3.0
Switzerland		847,284	2.7
France		787,494	2.5
Germany		771,053	2.5
Australia		480,783	1.5
Spain		355,588	1.1
Italy		235,291	0.7
Netherlands		198,169	0.6
Netherlands Antilles		191,022	0.6
Ireland		143,101	0.4
Sweden		123,413	0.4
Bermuda		84,514	0.3
Denmark		66,913	0.2
Finland		66,242	0.2
Norway		48,999	0.2
Belgium		46,661	0.2
Luxembourg		39,324	0.1
Cayman Islands		34,113	0.1
Hong Kong		25,058	0.1
Marshall Islands		19,970	0.1
Brazil		17,325	0.1
Greece		17,275	0.1
Canada		11,444	0.0
Mexico		10,775	0.0
Total Investments		31,288,724	99.4
Other assets less liabilities		188,021	0.6
Net Assets	$	31,476,745	100	%

See Notes to Financial Statements. 41

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS

TDX INDEPENDENCE IN-TARGET EXCHANGE-TRADED FUND

May 31, 2010

	Number of Shares	Value
COMMON STOCKS — 20.3%
CONSUMER DISCRETIONARY — 2.1%
Amazon.com, Inc.*	160	$	20,074
AutoZone, Inc.*	26		4,963
Bally Technologies, Inc.*	172		7,310
Brown Shoe Co., Inc.	573		9,558
Buckle (The), Inc.	164		5,830
Carter’s, Inc.*	203		6,204
Cinemark Holdings, Inc.	375		5,996
Collective Brands, Inc.*	160		3,581
Columbia Sportswear Co.	80		4,094
Comcast Corp., Class A	1,162		21,021
Corinthian Colleges, Inc.*	341		4,566
Daimler AG (Germany)*	174		8,648
DIRECTV, Class A*	385		14,511
Dress Barn (The), Inc.*	140		3,835
Eastman Kodak Co.*	719		4,055
Ethan Allen Interiors, Inc.	279		5,636
Ford Motor Co.*	1,097		12,868
Fossil, Inc.*	182		6,825
Hennes & Mauritz AB, B Shares (Sweden)	103		5,809
Home Depot (The), Inc.	680		23,025
HONDA MOTOR Co. Ltd. (Japan)	345		10,539
J. Crew Group, Inc.*	169		7,713
Jack in the Box, Inc.*	201		4,510
Knology, Inc.*	522		6,243
Las Vegas Sands Corp.*	240		5,635
Life Time Fitness, Inc.*	120		4,453
LVMH Moet Hennessy Louis Vuitton SA (France)	61		6,463
Marcus (The) Corp.	374		4,095
McDonald’s Corp.	429		28,688
News Corp., Class A	784		10,349
Nissan Motor Co. Ltd. (Japan)*	799		5,816
Omnicom Group, Inc.	134		5,085
Panasonic Corp. (Japan)	480		6,176
Rent-A-Center, Inc.*	229		5,546
Sony Corp. (Japan)	226		7,053
Talbots (The), Inc.*	806		12,122
Target Corp.	320		17,450
Time Warner, Inc.	469		14,534
Toyota Motor Corp. (Japan)	640		23,224
Tractor Supply Co.	110		7,454
Tupperware Brands Corp.	154		6,543
Vail Resorts, Inc.*	80		3,329
Vivendi (France)	268		5,863
Volcom, Inc.*	349		6,966
Volkswagen AG (Germany)	15		1,279
Walt Disney (The) Co.	694		23,193
Warnaco Group (The), Inc.*	111		4,727
			423,457
CONSUMER STAPLES — 2.0%
Anheuser-Busch Inbev NV (Belgium)	149		7,190
B&G Foods, Inc., Class A	528		5,597
Boston Beer (The) Co., Inc., Class A*	141		9,313
British American Tobacco PLC (United Kingdom)	373		11,014

	Number of Shares	Value
CONSUMER STAPLES (Continued)
Campbell Soup Co.	162	$	5,801
Carrefour SA (France)	136		5,670
Casey’s General Stores, Inc.	158		5,825
Coca-Cola (The) Co.	829		42,611
CVS Caremark Corp.	577		19,982
Diageo PLC (United Kingdom)	504		7,688
Fresh Del Monte Produce, Inc. (Cayman Islands)*	160		3,200
Imperial Tobacco Group PLC (United Kingdom)	220		5,726
Kraft Foods, Inc., Class A	542		15,501
Lancaster Colony Corp.	86		4,701
Nestle SA (Switzerland)	707		32,068
Philip Morris International, Inc.	751		33,134
Prestige Brands Holdings, Inc.*	691		5,335
Procter & Gamble (The) Co.	1,027		62,739
Reckitt Benckiser Group PLC (United Kingdom)	100		4,692
Ruddick Corp.	171		5,646
Safeway, Inc.	207		4,583
Tesco PLC (United Kingdom)	1,663		9,897
Tootsie Roll Industries, Inc.	190		4,758
Unilever NV (Netherlands)	329		9,055
Unilever PLC (United Kingdom)	263		7,103
Wal-Mart Stores, Inc.	1,534		77,560
			406,389
ENERGY — 2.2%
Arena Resources, Inc.*	108		3,551
ATP Oil & Gas Corp.*	512		5,448
Berry Petroleum Co., Class A	100		3,074
BG Group PLC (United Kingdom)	747		11,459
Bill Barrett Corp.*	163		5,307
BP PLC (United Kingdom)	3,934		28,145
Chevron Corp.	795		58,727
ConocoPhillips	568		29,456
Dril-Quip, Inc.*	100		4,871
ENI S.p.A (Italy)	552		10,449
Exxon Mobil Corp.	1,943		117,475
General Maritime Corp. (Marshall Islands)	512		3,538
ION Geophysical Corp.*	1,510		8,199
Matrix Service Co.*	415		4,084
Murphy Oil Corp.	97		5,178
Nordic American Tanker Shipping Ltd. (Bermuda)	148		4,203
Occidental Petroleum Corp.	324		26,733
Peabody Energy Corp.	91		3,545
Repsol YPF SA (Spain)	169		3,501
Royal Dutch Shell PLC, Class A (United Kingdom)	794		20,928
Royal Dutch Shell PLC, Class B (United Kingdom)	612		15,498
Schlumberger Ltd. (Netherlands Antilles)	444		24,931
Southwestern Energy Co.*	279		10,493
StatoilHydro ASA (Norway)	326		6,568
Total SA (France)	467		21,961

See Notes to Financial Statements. 42

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS (CONTINUED)

TDX INDEPENDENCE IN-TARGET EXCHANGE-TRADED FUND (Continued)

May 31, 2010

	Number of Shares	Value
ENERGY (Continued)
Woodside Petroleum Ltd. (Australia)	118	$	4,347
World Fuel Services Corp.	211		5,492
			447,161
FINANCIALS — 3.7%
Aflac, Inc.	408		18,074
Alexander’s, Inc. REIT	18		5,839
Allianz SE (Germany)	98		9,852
American Campus Communities, Inc. REIT	186		4,979
Annaly Capital Management, Inc. REIT	512		8,684
Assicurazioni Generali S.p.A (Italy)	246		4,514
Australia & New Zealand Banking Group Ltd. (Australia)	381		7,273
AXA (France)	321		5,350
Banco Bilbao Vizcaya Argentaria SA (Spain)	657		6,988
Banco Santander SA (Spain)	1,409		14,595
Bank of America Corp.	3,022		47,566
Bank of New York Mellon (The) Corp.	1,018		27,690
Barclays PLC (United Kingdom)	1,633		7,204
BB&T Corp.	543		16,420
BNP Paribas (France)	171		9,904
Boston Private Financial Holdings, Inc.	745		5,453
Capital One Financial Corp.	345		14,249
Charles Schwab (The) Corp.	968		15,817
Commonwealth Bank of Australia (Australia)	266		11,753
Credit Suisse Group AG (Switzerland)	186		7,256
Delphi Financial Group, Inc., Class A	160		4,155
Deutsche Bank AG (Germany)	114		6,815
Dime Community Bancshares, Inc.	422		5,385
Encore Capital Group, Inc.*	302		6,312
Equity Lifestyle Properties, Inc. REIT	100		5,180
Equity One, Inc. REIT	307		5,271
FirstMerit Corp.	234		4,362
Franklin Resources, Inc.	201		19,716
GAMCO Investors, Inc., Class A	94		3,725
Goldman Sachs Group (The), Inc.	185		26,688
Highwoods Properties, Inc. REIT	193		5,686
HSBC Holdings PLC (United Kingdom)	3,628		32,931
Intesa Sanpaolo S.p.A (Italy)	1,802		4,772
JPMorgan Chase & Co.	1,409		55,768
Kansas City Life Insurance Co.	153		4,633
Knight Capital Group, Inc., Class A*	283		4,135
MarketAxess Holdings, Inc.	374		5,520
MFA Financial, Inc. REIT	775		5,681
Mid-America Apartment Communities, Inc. REIT	80		4,370
Mitsubishi UFJ Financial Group, Inc. (Japan)	2,584		12,616
Montpelier Re Holdings Ltd. (Bermuda)	269		4,199
Moody’s Corp.	202		4,141
Morgan Stanley	531		14,395
Muenchener Rueckversicherungs-Gesellschaft AG (Germany)	44		5,608
National Australia Bank Ltd. (Australia)	365		7,667
National Bank of Greece SA ADR (Greece)*	967		2,369
National Financial Partners Corp.*	592		8,252
National Retail Properties, Inc. REIT	281		6,176
NewAlliance Bancshares, Inc.	319		3,755

	Number of Shares	Value
FINANCIALS (Continued)
Nordea Bank AB (Sweden)	629	$	5,175
Northern Trust Corp.	193		9,806
Omega Healthcare Investors, Inc. REIT	293		5,819
Platinum Underwriters Holdings Ltd. (Bermuda)	150		5,522
Potlatch Corp. REIT	120		4,181
ProAssurance Corp.*	102		6,004
Progressive (The) Corp.	628		12,303
Prosperity Bancshares, Inc.	135		4,865
Riskmetrics Group, Inc.*	200		4,326
SCBT Financial Corp.	168		6,013
Simon Property Group, Inc. REIT	209		17,771
Societe Generale (France)	100		4,384
Standard Chartered PLC (United Kingdom)	402		9,515
Stifel Financial Corp.*	83		4,206
Sumitomo Mitsui Financial Group, Inc. (Japan)	176		5,280
Tanger Factory Outlet Centers, Inc. REIT	40		1,665
UBS AG (Switzerland)*	697		9,291
UMB Financial Corp.	114		4,440
UniCredito Italiano S.p.A (Italy)	3,001		6,339
Washington Real Estate Investment Trust REIT	205		6,023
Wells Fargo & Co.	1,734		49,748
Westamerica Bancorp.	87		4,843
Westpac Banking Corp. (Australia)	526		10,434
Westwood Holdings Group, Inc.	101		3,752
Zurich Financial Services AG (Switzerland)	31		6,340
			737,788
HEALTH CARE — 1.9%
Abbott Laboratories	628		29,868
Amedisys, Inc.*	80		3,978
AMERIGROUP Corp.*	181		6,502
AstraZeneca PLC (United Kingdom)	276		11,579
Bayer AG (Germany)	180		10,121
Boston Scientific Corp.*	699		4,229
Bruker Corp.*	593		7,552
Catalyst Health Solutions, Inc.*	160		6,126
Emergency Medical Services Corp., Class A*	130		6,964
eResearch Technology, Inc.*	743		5,899
Forest Laboratories, Inc.*	160		4,141
Genzyme Corp.*	123		5,984
GlaxoSmithKline PLC (United Kingdom)	989		16,544
Haemonetics Corp.*	94		5,070
Isis Pharmaceuticals, Inc.*	340		3,128
Johnson & Johnson	1,015		59,174
Magellan Health Services, Inc.*	38		1,546
Medicis Pharmaceutical Corp., Class A	168		3,896
Novartis AG (Switzerland)	484		21,996
Novo Nordisk A/S, B Shares (Denmark)	105		8,136
NuVasive, Inc.*	142		5,576
Onyx Pharmaceuticals, Inc.*	194		4,324
Owens & Minor, Inc.	220		6,571
Pfizer, Inc.	2,616		39,842
Psychiatric Solutions, Inc.*	199		6,444
Quality Systems, Inc.	102		6,022
Regeneron Pharmaceuticals, Inc.*	277		7,914
Roche Holding AG (Switzerland)	145		19,956

See Notes to Financial Statements. 43

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS (CONTINUED)

TDX INDEPENDENCE IN-TARGET EXCHANGE-TRADED FUND (Continued)

May 31, 2010

	Number of Shares	Value
HEALTH CARE (Continued)
Sanofi-Aventis SA (France)	224	$	13,539
SIGA Technologies, Inc.*	552		3,836
Sirona Dental Systems, Inc.*	160		5,661
STERIS Corp.	109		3,469
Takeda Pharmaceutical Co. Ltd. (Japan)	213		8,783
Thoratec Corp.*	203		8,906
UnitedHealth Group, Inc.	452		13,140
WellCare Health Plans, Inc.*	160		4,362
Zimmer Holdings, Inc.*	80		4,474
			385,252
INDUSTRIALS — 2.3%
A.O. Smith Corp.	50		2,331
ABB Ltd. (Switzerland)*	480		8,240
BAE Systems PLC (United Kingdom)	815		3,803
Baldor Electric Co.	161		5,785
C.H. Robinson Worldwide, Inc.	147		8,542
Caterpillar, Inc.	217		13,185
CLARCOR, Inc.	165		5,983
CRA International, Inc.*	167		3,711
Curtiss-Wright Corp.	152		5,034
Dollar Thrifty Automotive Group, Inc.*	245		11,442
East Japan Railway Co. (Japan)	160		10,205
Eaton Corp.	80		5,596
EMCOR Group, Inc.*	229		5,718
Emerson Electric Co.	303		14,071
Fanuc Ltd. (Japan)	80		8,489
First Solar, Inc.*	42		4,719
General Dynamics Corp.	166		11,271
General Electric Co.	3,960		64,745
GrafTech International Ltd.*	400		6,644
Granite Construction, Inc.	132		3,914
Hawaiian Holdings, Inc.*	628		4,471
Heartland Express, Inc.	281		4,368
Heico Corp.	100		3,989
Heidrick & Struggles International, Inc.	250		5,788
JetBlue Airways Corp.*	848		5,258
Knight Transportation, Inc.	262		5,209
Koninklijke Philips Electronics NV (Netherlands)	251		7,557
L.B. Foster Co., Class A*	132		3,705
Lockheed Martin Corp.	153		12,228
Mitsubishi Corp. (Japan)	333		7,594
Mitsui & Co. Ltd. (Japan)	480		6,973
PACCAR, Inc.	172		7,052
Regal-Beloit Corp.	103		6,210
Republic Services, Inc.	172		5,009
Rollins, Inc.	294		6,250
Schneider Electric SA (France)	50		5,025
Seaboard Corp.	4		5,704
Siemens AG (Germany)	190		17,209
Tetra Tech, Inc.*	187		4,238
Towers Watson & Co., Class A	145		6,670
Union Pacific Corp.	402		28,715
United Parcel Service, Inc., Class B	811		50,898
United Technologies Corp.	331		22,303
Vicor Corp.*	415		5,063

	Number of Shares	Value
INDUSTRIALS (Continued)
Vinci SA (France)	95	$	4,310
Waste Management, Inc.	205		6,665
Watsco, Inc.	100		5,855
			457,744
INFORMATION TECHNOLOGY — 3.7%
Accenture PLC, Class A (Ireland)	513		19,248
Anixter International, Inc.*	123		5,843
Apple, Inc.*	337		86,662
Arris Group, Inc.*	396		4,344
Benchmark Electronics, Inc.*	100		1,848
CACI International, Inc., Class A*	100		4,624
CANON, Inc. (Japan)	213		8,760
Cass Information Systems, Inc.	121		3,838
Cisco Systems, Inc.*	2,045		47,362
Concur Technologies, Inc.*	160		6,768
Corning, Inc.	647		11,277
Daktronics, Inc.	588		4,951
Digital River, Inc.*	122		3,360
Electro Scientific Industries, Inc.*	348		4,472
EMC Corp.*	797		14,840
Entegris, Inc.*	1,088		5,875
Exar Corp.*	558		3,906
Fair Isaac Corp.	160		3,712
Gartner, Inc.*	305		7,549
Google, Inc., Class A*	118		57,251
Hewlett-Packard Co.	901		41,455
Informatica Corp.*	273		7,043
International Business Machines Corp.	500		62,629
IXYS Corp.*	460		4,287
Jack Henry & Associates, Inc.	269		6,467
ManTech International Corp., Class A*	122		5,640
MasterCard, Inc., Class A	97		19,572
Microsemi Corp.*	262		4,056
Microsoft Corp.	3,338		86,119
ModusLink Global Solutions, Inc.*	584		4,462
Nintendo Co. Ltd. (Japan)	22		6,474
Nokia Oyj (Finland)	755		7,728
Oracle Corp.	1,963		44,305
Palm, Inc.*	475		2,708
Parametric Technology Corp.*	393		6,477
Paychex, Inc.	159		4,538
Polycom, Inc.*	157		4,715
Quest Software, Inc.*	309		5,981
Rackspace Hosting, Inc.*	333		5,861
Riverbed Technology, Inc.*	215		5,747
SAP AG (Germany)	201		8,598
Skyworks Solutions, Inc.*	460		7,328
Solera Holdings, Inc.	220		7,630
Telefonaktiebolaget LM Ericsson, B Shares (Sweden)	585		5,909
TIBCO Software, Inc.*	563		6,424
Visa, Inc., Class A	696		50,432
VistaPrint NV (Netherlands)*	130		6,070
Yahoo!, Inc.*	601		9,219
			744,364

See Notes to Financial Statements. 44

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS (CONTINUED)

TDX INDEPENDENCE IN-TARGET EXCHANGE-TRADED FUND (Continued)

May 31, 2010

	Number of Shares	Value
MATERIALS — 0.9%
Air Liquide SA (France)	56	$	5,491
American Vanguard Corp.	444		3,539
Anglo American PLC (United Kingdom)*	277		10,657
ArcelorMittal (Luxembourg)	186		5,670
BASF AG (Germany)	190		10,040
BHP Billiton Ltd. (Australia)	705		23,290
BHP Billiton PLC (United Kingdom)	471		13,028
Dow Chemical (The) Co.	468		12,593
E.I. du Pont de Nemours & Co.	320		11,574
NewMarket Corp.	40		4,118
Newmont Mining Corp.	216		11,625
Praxair, Inc.	134		10,398
Rio Tinto PLC (United Kingdom)	278		12,818
Rock-Tenn Co., Class A	125		6,433
Rockwood Holdings, Inc.*	240		6,226
Sensient Technologies Corp.	169		4,680
Shin-Etsu Chemical Co. Ltd. (Japan)	80		4,077
Silgan Holdings, Inc.	252		7,190
Syngenta AG (Switzerland)	23		5,105
Westlake Chemical Corp.	216		4,581
Weyerhaeuser Co.	100		4,258
			177,391
TELECOMMUNICATION SERVICES — 0.8%
AT&T, Inc.	2,397		58,248
Deutsche Telekom AG (Germany)	600		6,773
France Telecom SA (France)	399		7,668
Koninklijke (Royal) KPN NV (Netherlands)	360		4,721
NTT DoCoMo, Inc. (Japan)	3		4,503
Telefonica SA (Spain)	800		15,488
Verizon Communications, Inc.	1,115		30,685
Vodafone Group PLC (United Kingdom)	10,793		21,558
			149,644
UTILITIES — 0.7%
Consolidated Edison, Inc.	226		9,625
E.ON AG (Germany)	412		12,617
Enel S.p.A (Italy)	1,089		5,036
EQT Corp.	145		5,683
Exelon Corp.	549		21,191
FPL Group, Inc.*	328		16,377
GDF Suez (France)	247		7,793
Iberdrola SA (Spain)	819		5,514
New Jersey Resources Corp.	123		4,360
Nicor, Inc.	148		5,981
Piedmont Natural Gas Co., Inc.	236		5,997
RWE AG (Germany)	99		7,174
Southern Co.	610		19,947
Tokyo Electric Power (The) Co., Inc. (Japan)	240		5,949
WGL Holdings, Inc.	161		5,450
			138,694
Total Common Stocks (Cost $4,090,685)			4,067,884
RIGHTS — 0.0% (a)
MATERIALS — 0.0% (a)
Air Liquide SA, expiring 6/11/10 (France)* (Cost $0)	56		366

	Principal Amount		Value
CORPORATE BONDS — 7.0%
CONSUMER DISCRETIONARY — 0.1%
AT&T Broadband Corp. 8.375%, 3/15/13	$	14,000	$	16,231
CONSUMER STAPLES — 0.4%
Diageo Finance BV (Netherlands) 5.30%, 10/28/15		23,000		25,507
Kroger (The) Co. 5.50%, 2/01/13		19,000		20,540
Wal-Mart Stores, Inc. 4.55%, 5/01/13		39,000		42,120
				88,167
ENERGY — 0.5%
Apache Corp. 5.25%, 4/15/13		27,000		29,445
Kinder Morgan Energy Partners LP 6.75%, 3/15/11		27,000		27,979
Spectra Energy Capital LLC 6.25%, 2/15/13		39,000		42,411
				99,835
FINANCIALS — 5.3%
American Express Co. 4.875%, 7/15/13		31,000		33,046
Bank of America Corp. 4.875%, 1/15/13		63,000		65,678
Boeing Capital Corp. Ltd. 5.80%, 1/15/13		39,000		43,068
Boston Properties LP 6.25%, 1/15/13		39,000		42,595
Citigroup, Inc. 6.00%, 2/21/12		79,000		82,739
European Investment Bank (Supranational) 4.625%, 5/15/14		111,000		121,716
General Electric Capital Corp., Series A MTN 5.875%, 2/15/12		19,000		20,182
Genworth Financial, Inc. 5.75%, 6/15/14		39,000		38,696
Goldman Sachs Group, LP 5.00%, 10/01/14		79,000		80,380
HSBC Finance Corp. 6.375%, 11/27/12		103,000		111,111
John Deere Capital Corp. 7.00%, 3/15/12		59,000		64,918
JPMorgan Chase Bank NA 5.875%, 6/13/16		70,000		73,451
JPMorgan Chase & Co. 5.75%, 1/02/13		19,000		20,398
Merrill Lynch & Co., Inc., Series C MTN 5.00%, 1/15/15		32,000		31,591
Morgan Stanley 5.30%, 3/01/13		86,000		88,749
National Rural Utilities Cooperative Finance Corp., Series C MTN 7.25%, 3/01/12		23,000		25,233
Prudential Financial, Inc. 5.10%, 9/20/14		9,000		9,550

See Notes to Financial Statements. 45

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS (CONTINUED)

TDX INDEPENDENCE IN-TARGET EXCHANGE-TRADED FUND (Continued)

May 31, 2010

	Principal Amount		Value
FINANCIALS (Continued)
Wachovia Corp. 5.25%, 8/01/14	$	59,000	$	62,666
Wells Fargo & Co. 4.875%, 1/12/11		51,000		52,261
				1,068,028
INFORMATION TECHNOLOGY — 0.1%
Oracle Corp. 5.25%, 1/15/16		23,000		25,701
TELECOMMUNICATION SERVICES — 0.3%
Cellco Partnership/Verizon Wireless Capital LLC 5.55%, 2/01/14		27,000		29,872
AT&T Wireless Services, Inc. 7.875%, 3/01/11		19,000		19,945
				49,817
UTILITIES — 0.3%
Exelon Generation Co. LLC 5.35%, 1/15/14		19,000		20,559
Progress Energy, Inc. 7.10%, 3/01/11		43,000		44,895
				65,454
Total Corporate Bonds (Amortized Cost $1,340,018)				1,413,233
UNITED STATES GOVERNMENT & AGENCIES OBLIGATIONS — 71.5%
FEDERAL HOME LOAN MORTGAGE CORP. — 3.4%
3.25%, 2/25/11		400,000		407,700
4.875%, 11/18/11		30,000		31,791
4.50%, 1/15/13		219,000		237,003
				676,494
UNITED STATES TREASURY BONDS/NOTES — 68.1%
3.875%, 7/15/10		1,491,900		1,498,836
4.50%, 11/15/10		819,300		835,238
5.00%, 2/15/11		1,043,100		1,077,531
4.875%, 4/30/11		920,700		958,175
4.875%, 5/31/11		2,358,100		2,462,372
5.125%, 6/30/11		1,674,600		1,758,985
4.625%, 8/31/11		99,900		104,997
4.50%, 11/30/11		735,000		777,779
4.625%, 2/29/12		685,000		732,308
1.375%, 5/15/12		191,800		194,183
4.75%, 5/31/12		474,800		512,413
4.25%, 9/30/12		1,050,000		1,132,195
3.375%, 7/31/13		170,200		180,917
4.75%, 5/15/14		1,270,400		1,418,383
4.375%, 2/15/38		31,900		32,772
				13,677,084
Total United States Government & Agencies Obligations (Amortized Cost $14,232,047)				14,353,578

	Principal Amount		Value
SOVEREIGN BONDS — 0.2%
Italy Government International Bond (Italy) 6.00%, 2/22/11 (Amortized Cost $35,737)	$	35,000	$	36,085
Total Investments — 99.0%
(Amortized Cost $19,698,487)			$	19,871,146
Other assets less liabilities — 1.0%				202,871
Net Assets — 100.0%			$	20,074,017

ADR – American Depositary Receipt.

MTN – Medium Term Note.

REIT – Real Estate Investment Trust.

* Non-income producing security.

(a) Less than 0.1%.

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below.

Level 1 — quoted prices in active markets for identical securities

Level 2 — other significant observable inputs (including, but not limited to, quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of May 31, 2010:

Investments	Level 1		Level 2		Level 3		Total
Common Stocks	$	4,067,884	$	—	$	—	$	4,067,884
Rights		—		366		—		366
Corporate Bonds		—		1,413,233		—		1,413,233
United States Government & Agencies Obligations		—		14,353,578		—		14,353,578
Sovereign Bonds		—		36,085		—		36,085
Total Investments	$	4,067,884	$	15,803,262	$	—	$	19,871,146

See Notes to Financial Statements. 46

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS (CONTINUED)

TDX INDEPENDENCE IN-TARGET EXCHANGE-TRADED FUND (Continued)

May 31, 2010

COUNTRY BREAKDOWN AS OF MAY 31, 2010

(Unaudited)

	Value		% of Net Assets
United States	$	18,676,010	93.0	%
United Kingdom		261,787	1.3
Japan		142,510	0.7
Supranational		121,716	0.6
Switzerland		110,252	0.6
Germany		104,733	0.5
France		103,788	0.5
Italy		67,195	0.4
Australia		64,763	0.3
Netherlands		52,910	0.3
Spain		46,087	0.2
Netherlands Antilles		24,931	0.1
Ireland		19,248	0.1
Sweden		16,893	0.1
Bermuda		13,924	0.1
Denmark		8,136	0.1
Finland		7,728	0.1
Belgium		7,190	0.0
Norway		6,568	0.0
Luxembourg		5,670	0.0
Marshall Islands		3,538	0.0
Cayman Islands		3,200	0.0
Greece		2,369	0.0
Total Investments		19,871,146	99.0
Other assets less liabilities		202,871	1.0
Net Assets	$	20,074,017	100	%

See Notes to Financial Statements. 47

TDX Independence Funds, Inc.

STATEMENTS OF ASSETS AND LIABILITIES

May 31, 2010

	TDX INDEPENDENCE 2010 EXCHANGE-TRADED FUND
ASSETS:
Investments at fair value	$	18,407,631
Cash		6,603
Foreign currency at value		11,004
Receivables:
Interest		126,621
From investment advisor		95,731
Dividends		11,643
Foreign tax reclaim		2,237
Prepaid expenses		29,137
Total Assets	$	18,690,607
LIABILITIES:
Payables:
Investment securities purchased	$	—
Investment advisory fees		3,148
Investment sub-advisory fees		17,316
Accrued expenses and other liabilities		59,701
Total Liabilities		80,165
NET ASSETS	$	18,610,442
NET ASSETS CONSIST OF:
Paid-in capital	$	20,410,073
Undistributed net investment income		184,718
Accumulated net realized loss on investments and foreign currency transactions		(2,033,664	)
Net unrealized appreciation (depreciation) on investments and foreign currency translations		49,315
Net Assets	$	18,610,442
Number of Common Shares outstanding of $0.0001 par value (12.5 billion Common Shares have been authorized)		800,800
NET ASSETS VALUE, per Common Share (par value $0.0001 per Common Share)	$	23.24
Investments at cost	$	18,357,705
Foreign currency at cost	$	11,361

See Notes to Financial Statements. 48

TDX Independence Funds, Inc.

TDX INDEPENDENCE 2020 EXCHANGE-TRADED FUND			TDX INDEPENDENCE 2030 EXCHANGE-TRADED FUND			TDX INDEPENDENCE 2040 EXCHANGE-TRADED FUND			TDX INDEPENDENCE IN-TARGET EXCHANGE-TRADED FUND
$	40,984,365		$	32,459,825		$	31,288,724		$	19,871,146
	37,148			19,877			20,063			24,877
	35,529			35,757			29,349			12,999
	196,509			65,389			20,014			213,413
	175,612			151,228			142,115			98,086
	77,426			84,837			91,805			12,299
	16,056			19,382			20,269			1,091
	29,137			29,137			29,137			29,137
$	41,551,782		$	32,865,432		$	31,641,476		$	20,263,048
$	—		$	—		$	44,823		$	103,692
	7,217			5,879			5,631			3,401
	39,693			32,334			30,968			18,704
	100,116			87,497			83,309			63,234
	147,026			125,710			164,731			189,031
$	41,404,756		$	32,739,722		$	31,476,745		$	20,074,017
$	48,836,074		$	42,659,711		$	43,116,792		$	20,550,461
	458,759			342,241			288,410			102,180
	(6,674,593	)		(7,906,789	)		(8,621,627	)		(750,776	)
	(1,215,484	)		(2,355,441	)		(3,306,830	)		172,152
$	41,404,756		$	32,739,722		$	31,476,745		$	20,074,017
	2,000,800			1,800,800			1,800,800			800,800
$	20.69		$	18.18		$	17.48		$	25.07
$	42,197,871		$	34,812,645		$	34,593,266		$	19,698,487
$	35,779		$	36,393		$	29,554		$	13,370

See Notes to Financial Statements. 49

TDX Independence Funds, Inc.

STATEMENTS OF OPERATIONS

For the Year Ended May 31, 2010

	TDX INDEPENDENCE 2010 EXCHANGE-TRADED FUND
INVESTMENT INCOME:
Interest	$	532,320
Dividends*		104,059
Total investment income		636,379
EXPENSES:
Professional fees		188,713
Sub-advisory fees		117,933
Compliance		29,537
Printing		27,423
Directors		23,645
Advisory fees		21,442
Listing fees		17,241
Other expenses		25,137
Total Expenses		451,071
Less fees waived:
Sub-advisory fees		(117,933	)
Other fees and expenses assumed by the Sub-Advisor		(193,163	)
Net Expenses		139,975
NET INVESTMENT INCOME		496,404
REALIZED AND UNREALIZED GAIN (LOSS):
Net realized gain (loss) from:
Investment transactions		(632,738	)
In-kind redemptions		306,123
Foreign currency related transactions		(337	)
Net realized gain (loss)		(326,952	)
Net change in unrealized appreciation (depreciation) on:
Investments		1,462,152
Foreign currency translations		(992	)
Net change in unrealized appreciation (depreciation)		1,461,160
Net realized and unrealized gain		1,134,208
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	1,630,612

* Net of foreign withholding taxes of $4,560, $22,232, $24,385, $27,610 and $4,513 respectively.

See Notes to Financial Statements. 50

TDX Independence Funds, Inc.

TDX INDEPENDENCE 2020 EXCHANGE-TRADED FUND			TDX INDEPENDENCE 2030 EXCHANGE-TRADED FUND			TDX INDEPENDENCE 2040 EXCHANGE-TRADED FUND			TDX INDEPENDENCE  IN-TARGET EXCHANGE-TRADED FUND
$	704,409		$	247,993		$	67,836		$	364,478
	628,554			692,057			731,913			108,457
	1,332,963			940,050			799,749			472,935
	334,960			280,049			265,871			204,462
	238,225			194,137			180,172			133,258
	45,343			36,672			36,384			31,066
	60,953			53,160			47,590			33,397
	49,968			41,309			37,109			28,969
	43,314			35,298			32,759			24,229
	17,241			17,241			17,241			17,241
	33,872			30,368			29,731			26,464
	823,876			688,234			646,857			499,086
	(238,225	)		(194,137	)		(180,172	)		(133,258	)
	(303,512	)		(264,062	)		(253,155	)		(207,742	)
	282,139			230,035			213,530			158,086
	1,050,824			710,015			586,219			314,849
	(3,254,244	)		(3,999,663	)		(4,823,945	)		(203,338	)
	639,788			954,135			891,060			293,409
	(1,207	)		(855	)		(988	)		(204	)
	(2,615,663	)		(3,046,383	)		(3,933,873	)		89,867
	6,967,957			7,244,361			7,999,510			697,250
	(4,026	)		(4,620	)		(4,685	)		(930	)
	6,963,931			7,239,741			7,994,825			696,320
	4,348,268			4,193,358			4,060,952			786,187
$	5,399,092		$	4,903,373		$	4,647,171		$	1,101,036

See Notes to Financial Statements. 51

TDX Independence Funds, Inc.

STATEMENTS OF CHANGES IN NET ASSETS

	TDX INDEPENDENCE 2010 EXCHANGE-TRADED FUND						TDX INDEPENDENCE 2020 EXCHANGE-TRADED FUND
	For the Year Ended May 31, 2010			For the Year Ended May 31, 2009			For the Year Ended May 31, 2010			For the Year Ended May 31, 2009
OPERATIONS:
Net investment income	$	496,404		$	608,758		$	1,050,824		$	1,116,174
Net realized gain (loss) on investments and foreign currency transactions		(326,952	)		(1,729,514	)		(2,615,663	)		(3,380,537	)
Net change in appreciation (depreciation) on investments and foreign currency translations		1,461,160			(1,011,757	)		6,963,931			(6,583,359	)
Net increase (decrease) in net assets resulting from operations		1,630,612			(2,132,513	)		5,399,092			(8,847,722	)
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income		(508,513	)		(686,307	)		(1,045,885	)		(1,063,521	)
Net realized gain on investment and foreign currency transactions		—			—			—			(6,552	)
Total distributions to shareholders		(508,513	)		(686,307	)		(1,045,885	)		(1,070,073	)
SHAREHOLDER TRANSACTIONS:
Proceeds from shares sold		4,422,360			—			4,016,000			3,520,687
Value of shares redeemed		(4,626,618	)		(4,441,920	)		(4,106,764	)		—
Net increase (decrease) in net assets resulting from shareholder transactions		(204,258	)		(4,441,920	)		(90,764	)		3,520,687
Net increase (decrease) in net assets		917,841			(7,260,740	)		4,262,443			(6,397,108	)
NET ASSETS:
Beginning of year		17,692,601			24,953,341			37,142,313			43,539,421
End of year	$	18,610,442		$	17,692,601		$	41,404,756		$	37,142,313
Undistributed net investment income at end of year	$	184,718		$	197,164		$	458,759		$	455,027
CHANGES IN SHARES OUTSTANDING:
Shares outstanding, beginning of year		800,800			1,000,800			2,000,800			1,800,800
Shares sold		200,000			—			200,000			200,000
Shares redeemed		(200,000	)		(200,000	)		(200,000	)		—
Shares outstanding, end of year		800,800			800,800			2,000,800			2,000,800

See Notes to Financial Statements. 52

TDX Independence Funds, Inc.

TDX INDEPENDENCE 2030 EXCHANGE-TRADED FUND						TDX INDEPENDENCE 2040 EXCHANGE-TRADED FUND						TDX INDEPENDENCE IN-TARGET EXCHANGE-TRADED FUND
For the Year Ended May 31, 2010			For the Year Ended May 31, 2009			For the Year Ended May 31, 2010			For the Year Ended May 31, 2009			For the Year Ended May 31, 2010			For the Year Ended May 31, 2009
$	710,015		$	707,407		$	586,219		$	607,231		$	314,849		$	495,961
	(3,046,383	)		(3,862,086	)		(3,933,873	)		(3,765,927	)		89,867			(505,119	)
	7,239,741			(7,733,884	)		7,994,825			(8,955,953	)		696,320			(502,623	)
	4,903,373			(10,888,563	)		4,647,171			(12,114,649	)		1,101,036			(511,781	)
	(663,238	)		(639,029	)		(547,621	)		(583,997	)		(344,219	)		(590,799	)
	—			—			—			—			—			(3,975	)
	(663,238	)		(639,029	)		(547,621	)		(583,997	)		(344,219	)		(594,774	)
	3,506,540			7,443,489			3,459,736			2,744,462			—			—
	(3,944,243	)		—			(3,733,659	)		—			(5,083,124	)		(5,069,003	)
	(437,703	)		7,443,489			(273,923	)		2,744,462			(5,083,124	)		(5,069,003	)
	3,802,432			(4,084,103	)		3,825,627			(9,954,184	)		(4,326,307	)		(6,175,558	)
	28,937,290			33,021,393			27,651,118			37,605,302			24,400,324			30,575,882
$	32,739,722		$	28,937,290		$	31,476,745		$	27,651,118		$	20,074,017		$	24,400,324
$	342,241		$	296,319		$	288,410		$	250,800		$	102,180		$	131,754
	1,800,800			1,400,800			1,800,800			1,600,800			1,000,800			1,200,800
	200,000			400,000			200,000			200,000			—			—
	(200,000	)		—			(200,000	)		—			(200,000	)		(200,000	)
	1,800,800			1,800,800			1,800,800			1,800,800			800,800			1,000,800

See Notes to Financial Statements. 53

TDX Independence Funds, Inc.

FINANCIAL HIGHLIGHTS

For a Share outstanding throughout each period

TDX Independence 2010 Exchange-Traded Fund	For the Year Ended May 31, 2010			For the Year Ended May 31, 2009			For the Period October 1, 2007* through May 31, 2008
Net Asset Value, beginning of period	$	22.09		$	24.93		$	25.39
Income from Investment Operations:
Net investment income**		0.55			0.69			0.55
Net realized and unrealized gain (loss) on investments and foreign currency transactions**		1.11			(2.67	)		(0.80	)
Total from investment operations		1.66			(1.98	)		(0.25	)
Distributions paid to shareholders from:
Net investment income		(0.51	)		(0.86	)		(0.18	)
Net realized capital gains		—			—			(0.03	)
Total distributions		(0.51	)		(0.86	)		(0.21	)
Net Asset Value, end of period	$	23.24		$	22.09		$	24.93
Total Return***		7.51	%		(7.87	)%		(0.99	)%
Ratios/Supplemental Data:
Net Assets, end of period (in 000’s)	$	18,610		$	17,693		$	24,953
Ratios to average net assets:
Expenses, net of expense reimbursements		0.65	%		0.65	%		0.65	%†
Expenses, prior to expense reimbursements		2.10	%		1.70	%		1.55	%†
Net investment income		2.32	%		3.09	%		3.33	%†
Portfolio turnover rate††		51	%		54	%		22	%
TDX Independence 2020 Exchange-Traded Fund	For the Year Ended May 31, 2010			For the Year Ended May 31, 2009			For the Period October 1, 2007* through May 31, 2008
Net Asset Value, beginning of period	$	18.56		$	24.18		$	25.52
Income from Investment Operations:
Net investment income**		0.51			0.61			0.44
Net realized and unrealized gain (loss) on investments and foreign currency transactions**		2.10			(5.64	)		(1.67	)
Total from investment operations		2.61			(5.03	)		(1.23	)
Distributions paid to shareholders from:
Net investment income		(0.48	)		(0.59	)		(0.10	)
Net realized capital gains		—			(0.00	)(a)		(0.01	)
Total distributions		(0.48	)		(0.59	)		(0.11	)
Net Asset Value, end of period	$	20.69		$	18.56		$	24.18
Total Return***		13.99	%		(20.73	)%		(4.82	)%
Ratios/Supplemental Data:
Net Assets, end of period (in 000’s)	$	41,405		$	37,142		$	43,539
Ratios to average net assets:
Expenses, net of expense reimbursements		0.65	%		0.65	%		0.65	%†
Expenses, prior to expense reimbursements		1.90	%		1.60	%		1.32	%†
Net investment income		2.43	%		3.17	%		2.69	%†
Portfolio turnover rate††		37	%		64	%		20	%

* Commencement of Investment Operations.

** Based on average shares outstanding.

*** Total Return is calculated assuming an initial investment made at the Net Asset Value at the beginning of the period, reinvestment of all dividend distributions at Net Asset Value during the period, and redemption at Net Asset Value on the last day of the period. Total Return calculated for a period of less than one year is not annualized. The Total Return would have been lower if certain fees had not been reimbursed by the investment sub-advisor, Amerivest Investment Management, LLC.

† Annualized.

†† Portfolio turnover is not annualized and does not include securities received or delivered from processing creations or redemptions.

(a) Amount distributed was less than $0.01 per share.

See Notes to Financial Statements. 54

TDX Independence Funds, Inc.

FINANCIAL HIGHLIGHTS (CONTINUED)

For a Share outstanding throughout each period

TDX Independence 2030 Exchange-Traded Fund	For the Year Ended May 31, 2010			For the Year Ended May 31, 2009			For the Period October 1, 2007* through May 31,  2008
Net Asset Value, beginning of period	$	16.07		$	23.57		$	25.60
Income from Investment Operations:
Net investment income**		0.37			0.44			0.35
Net realized and unrealized gain (loss) on investments and foreign currency transactions**		2.07			(7.54	)		(2.29	)
Total from investment operations		2.44			(7.10	)		(1.94	)
Distributions paid to shareholders from:
Net investment income		(0.33	)		(0.40	)		(0.08	)
Net realized capital gains		—			—			(0.01	)
Total distributions		(0.33	)		(0.40	)		(0.09	)
Net Asset Value, end of period	$	18.18		$	16.07		$	23.57
Total Return***		15.13	%		(30.08	)%		(7.59	)%
Ratios/Supplemental Data:
Net Assets, end of period (in 000’s)	$	32,740		$	28,937		$	33,021
Ratios to average net assets:
Expenses, net of expense reimbursements		0.65	%		0.65	%		0.65	%†
Expenses, prior to expense reimbursements		1.95	%		1.62	%		1.38	%†
Net investment income		2.01	%		2.52	%		2.13	%†
Portfolio turnover rate††		42	%		64	%		13	%
TDX Independence 2040 Exchange-Traded Fund	For the Year Ended May 31, 2010			For the Year Ended May 31, 2009			For the Period October 1, 2007* through May 31, 2008
Net Asset Value, beginning of period	$	15.35		$	23.49		$	25.64
Income from Investment Operations:
Net investment income**		0.32			0.37			0.29
Net realized and unrealized gain (loss) on investments and foreign currency transactions**		2.08			(8.15	)		(2.38	)
Total from investment operations		2.40			(7.78	)		(2.09	)
Distributions paid to shareholders from:
Net investment income		(0.27	)		(0.36	)		(0.06	)
Net realized capital gains		—			—			(0.00	)(a)
Total distributions		(0.27	)		(0.36	)		(0.06	)
Net Asset Value, end of period	$	17.48		$	15.35		$	23.49
Total Return***		15.59	%		(33.03	)%		(8.14	)%
Ratios/Supplemental Data:
Net Assets, end of period (in 000’s)	$	31,477		$	27,651		$	37,605
Ratios to average net assets:
Expenses, net of expense reimbursements		0.65	%		0.65	%		0.65	%†
Expenses, prior to expense reimbursements		1.97	%		1.65	%		1.36	%†
Net investment income		1.79	%		2.21	%		1.89	%†
Portfolio turnover rate††		38	%		56	%		10	%

* Commencement of Investment Operations.

** Based on average shares outstanding.

*** Total Return is calculated assuming an initial investment made at the Net Asset Value at the beginning of the period, reinvestment of all dividend distributions at Net Asset Value during the period, and redemption at Net Asset Value on the last day of the period. Total Return calculated for a period of less than one year is not annualized. The Total Return would have been lower if certain fees had not been reimbursed by the investment sub-advisor, Amerivest Investment Management, LLC.

† Annualized.

†† Portfolio turnover is not annualized and does not include securities received or delivered from processing creations or redemptions.

(a) Amount distributed was less than $0.01 per share.

See Notes to Financial Statements. 55

TDX Independence Funds, Inc.

FINANCIAL HIGHLIGHTS (CONTINUED)

For a Share outstanding throughout each period

TDX Independence In-Target Exchange-Traded Fund	For the Year Ended May 31, 2010			For the Year Ended May 31, 2009			For the Period October 1, 2007* through May 31, 2008
Net Asset Value, beginning of period	$	24.38		$	25.46		$	25.08
Income from Investment Operations:
Net investment income**		0.33			0.47			0.43
Net realized and unrealized gain (loss) on investments and foreign currency transactions**		0.70			(0.96	)		0.10
Total from investment operations		1.03			(0.49	)		0.53
Distributions paid to shareholders from:
Net investment income		(0.34	)		(0.59	)		(0.15	)
Net realized capital gains		—			(0.00	)(a)		(0.00	)(a)
Total distributions		(0.34	)		(0.59	)		(0.15	)
Net Asset Value, end of period	$	25.07		$	24.38		$	25.46
Total Return***		4.23	%		(1.87	)%		2.12	%
Ratios/Supplemental Data:
Net Assets, end of period (in 000’s)	$	20,074		$	24,400		$	30,576
Ratios to average net assets:
Expenses, net of expense reimbursements		0.65	%		0.65	%		0.65	%†
Expenses, prior to expense reimbursements		2.06	%		1.57	%		1.61	%†
Net investment income		1.30	%		1.91	%		2.62	%†
Portfolio turnover rate††		42	%		75	%		21	%

* Commencement of Investment Operations.

** Based on average shares outstanding.

*** Total Return is calculated assuming an initial investment made at the Net Asset Value at the beginning of the period, reinvestment of all dividend distributions at Net Asset Value during the period, and redemption at Net Asset Value on the last day of the period. Total Return calculated for a period of less than one year is not annualized. The Total Return would have been lower if certain fees had not been reimbursed by the investment sub-advisor, Amerivest Investment Management, LLC.

† Annualized.

†† Portfolio turnover is not annualized and does not include securities received or delivered from processing creations or redemptions.

(a) Amounts distributed were less than $0.01 per share.

See Notes to Financial Statements. 56

TDX Independence Funds, Inc.

NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION

TDX Independence Funds, Inc. (the “Company”) was organized as a Maryland corporation on December 22, 2006 and is registered under the Investment Company Act of 1940, as amended (the “Act”).

As of May 31, 2010, the following five (5) series of exchange-traded funds (“ETF”) (each, a “Fund,” and collectively, the “Funds,” or “TDX Independence Exchange-Traded Funds”) were in operation and trading:

TDX Independence 2010 Exchange-Traded Fund	“Independence 2010 ETF”
TDX Independence 2020 Exchange-Traded Fund	“Independence 2020 ETF”
TDX Independence 2030 Exchange-Traded Fund	“Independence 2030 ETF”
TDX Independence 2040 Exchange-Traded Fund	“Independence 2040 ETF”
TDX Independence In-Target Exchange-Traded Fund	“Independence In-Target ETF”

XShares Advisors LLC (“XShares” or the “Advisor”) serves as investment advisor to the Funds and has overall responsibility for the general management and administration of the Funds, subject to the supervision of the Funds’ Board of Directors.

Each Fund offers shares, known as TDX Independence Target Date Shares that are listed and traded on NYSE Arca, Inc. (“NYSE Arca”). Unlike conventional mutual funds, each Fund issues and redeems shares on a continuous basis, at net asset value, only in large specified lots, consisting of 200,000 shares, each called a “Creation Unit.” Except when aggregated in Creation Units, shares are not individually redeemable securities of the Funds.

The investment objective of each Fund is to track the performance, before fees and expenses, of a particular index (the “Underlying Index”). Zacks Investment Research (“Zacks”) is the creator of each Underlying Index. Each Underlying Index is comprised of a mix of securities from three broad asset classes, international equities, domestic equities, and fixed income which includes cash, cash equivalents or short-term money market instruments. The Funds may invest in short-term instruments, which include obligations of the U.S. government and its agencies or instrumentalities; commercial paper, variable amount master demand notes and other debt securities, including high quality U.S. dollar-denominated short-term bonds and notes issued by domestic and foreign corporations; variable and floating rate securities; bank obligations; repurchase agreements collateralized by these securities; and shares of other investment companies that primarily invest in any of the above-referenced securities. These Underlying Indexes are designed to reflect a portfolio of investments that can be used for lifecycle investing. Lifecycle investing is an investment technique that starts by targeting a particular investment horizon. That investment horizon corresponds to the date the investor expects to need his or her invested assets.

The underlying indexes for the TDX Independence Exchange-Traded Funds are:

Fund	Underlying Index
Independence 2010 ETF	Zacks 2010 Lifecycle Index
Independence 2020 ETF	Zacks 2020 Lifecycle Index
Independence 2030 ETF	Zacks 2030 Lifecycle Index
Independence 2040 ETF	Zacks 2040 Lifecycle Index
Independence In-Target ETF	Zacks In-Target Lifecycle Index

2. SIGNIFICANT ACCOUNTING POLICIES

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”), which require management to make certain estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Funds.

A.        Security Valuation    The Net Asset Value (“NAV”), of each Fund’s shares is calculated each business day as of the close of regular trading on the New York Stock Exchange, generally 4:00 p.m. Eastern Time. NAV per share is calculated by dividing a Fund’s net assets by the number of Fund shares outstanding. Investments are valued at fair value. Any assets or securities for which market quotations are not readily available are valued at fair-value in accordance with procedures adopted by the Board of Directors. The Board of Directors has delegated to the Advisor the responsibility to exercise oversight in the administration of these procedures.

The Funds are subject to fair value accounting standards that define fair value, establish the framework for measuring fair value and provide a three-tier hierarchy to maximize the use of observable market data and minimize the use of

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NOTES TO FINANCIAL STATEMENTS (CONTINUED)

unobservable inputs. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, for example, the risk inherent in a particular valuation technique used to measure fair value including such a pricing model and/or the risk inherent in the inputs to the valuation technique. Inputs may be based on independent market data (“observable inputs”) or they may be internally developed (“unobservable inputs”). The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy are as follows:

• Level 1 — quoted prices in active markets for identical securities

• Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly or indirectly, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not considered to be active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means

• Level 3 — significant unobservable inputs (including a Fund’s own assumption in determining the fair value of investments

The level of a value determined for a financial instrument within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement in its entirety. However, the determination of what constitutes an “observable” input may require significant judgment by the Funds. The Funds consider observable inputs to be market data that is readily available, regularly distributed or updated, reliable and verifiable, and provided by independent sources that are actively involved in the relevant market. The categorization of a value determined for a financial instrument within the hierarchy is based upon the pricing transparency of the instrument and does not necessarily correspond to the Funds’ perceived risk of that instrument.

Investments whose values are based on quoted market prices in active markets, and whose values are therefore classified as Level 1, consist of active listed equities.

Investments that trade in markets that are not considered to be active, but whose values are based on quoted market prices, dealer quotations or valuations provided by alternative pricing sources supported by observable inputs are classified as Level 2. These generally include certain U.S. government and sovereign obligations, most government agency securities and investment-grade corporate bonds. As investments whose values are classified as Level 2 may include positions that are not traded in active markets and/or are subject to transfer restrictions, valuations may be adjusted to reflect illiquidity and/or non-transferability, which are generally based on available market information.

Investments whose values are classified as Level 3 have significant unobservable inputs, as they may trade infrequently or not at all. Investments whose values are classified as Level 3 may include unlisted securities related to corporate actions, securities whose trading have been suspended or which have been de-listed from their primary trading exchange and less liquid corporate debt securities. When observable prices are not available for these securities, the Funds use one or more valuation techniques (e.g., the market approach or the income approach) for which sufficient and reliable data is available. Within Level 3 of the fair value hierarchy, the use of the market approach generally consists of using comparable market transactions, while the use of the income approach generally consists of the net present value of estimated future cash flows, adjusted as appropriate for liquidity, credit, market and/or other risk factors.

The inputs used by the Funds in estimating the value of investments classified as Level 3 may include the original transaction price, quoted prices for similar securities or assets in active markets, completed or pending third-party transactions in the underlying investment or comparable issuers, and changes in financial ratios or cash flows. Level 3 securities may also be adjusted to reflect illiquidity and/or non-transferability, with the amount of such discount estimated by the Funds in the absence of market information. The fair value measurement of Level 3 securities does not include transaction costs that may have been capitalized as part of the security’s cost basis. Assumptions used by the Funds due to the lack of observable inputs may significantly impact the resulting fair value and therefore the Funds’ results of operations. There were no securities classified as Level 3 at May 31, 2010 or 2009.

Fair value pricing could result in a difference between the prices used to calculate a Fund’s net asset value and the prices used by the Fund’s underlying index, which in turn could result in a difference between the Fund’s performance and the performance of the Fund’s underlying index.

A summary of the valuations of the Fund’s investments by the fair value hierarchy levels as of May 31, 2010 is included with each Fund’s Schedule of Investments.

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NOTES TO FINANCIAL STATEMENTS (CONTINUED)

In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-06 “Improving Disclosures about Fair Value Measurements.” ASU 2010-06 will require reporting entities to make new disclosures about amounts and reasons for significant transfers in and out of Level 1 and Level 2 fair value measurements as well as inputs and valuation techniques used to measure fair value for both recurring and nonrecurring fair value measurements that fall in either Level 2 or Level 3, and information on purchases, sales, issuances and settlements on a gross basis in the reconciliation of activity in Level 3 fair value measurements. The new and revised disclosures are required to be implemented for fiscal years beginning after December 15, 2009, except for the disclosures surrounding purchases, sales, issuances and settlements on a gross basis in the reconciliation of Level 3 fair value measurements, which are effective for fiscal years beginning after December 15, 2010. Management is currently evaluating the impact the adoption of ASU No. 2010-06 may have on the Fund’s financial statement disclosures.

U.S. GAAP requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments, and disclosures about credit-risk related contingent features in derivative agreements. The application of this disclosure is effective for fiscal years beginning November 15, 2008 and interim periods within those fiscal years. The Funds did not invest in derivative instruments for the fiscal year ended May 31, 2010.

B.        Securities Transactions And Income Recognition    Securities transactions are recorded as of the date that the securities are purchased or sold (trade date). Realized gains and losses from the sale or disposition of securities are calculated on the identified cost-method. Dividend income is net of any foreign taxes withheld at source. Interest income is recorded on the accrual basis. Discounts and premiums on securities purchased are amortized over the lives of the respective securities.

C.        Dividends and Distributions to Shareholders And Federal Income Taxes    It is each Fund’s policy to comply with all requirements of the Internal Revenue Code of 1986, as amended (“the Code”). Each fund intends to qualify for and to elect treatment as a separate Regulated Investment Company (“RIC”) under Subchapter M of the Code. It is the policy of each Fund to pay out dividends, if any, to investors at least annually sufficient to relieve it from all, or substantially all, Federal income and excise taxes. Accordingly, no provision for Federal income taxes is required in the financial statements. Taxable net realized gains from investment transactions, reduced by capital loss carryforwards, if any, are declared and distributed to shareholders at least annually. The capital loss carryforward amount, if any, is available to offset future net capital gains. The Funds may occasionally be required to make supplemental distributions at some other time during the year. The Funds reserve the right to declare special distributions if, in their reasonable discretion, such action is necessary or advisable to preserve the status of each Fund as a RIC or to avoid imposition of income or excise taxes on undistributed income. Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. The amount of dividends and distributions from net investment income and net realized capital gains are determined in accordance with Federal income tax regulations which may differ from U.S. GAAP. These “book/tax” differences are either considered temporary or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the components of net assets based on their federal tax basis treatment; temporary differences do not require reclassification. Dividends and distributions, which exceed earnings and profit for tax purposes, are reported as a tax return of capital. Each Fund pays out dividends from its net investment income to investors annually. Each Fund distributes any net capital gains annually.

D.         Expenses    Expenses that are directly related to a specific Fund are charged to that respective Fund. Expenses which are not readily identifiable to a specific Fund are allocated in such a manner as deemed equitable, taking into consideration the nature and type of expense and the relative net assets of each Fund. Each Fund is entitled to use its respective Underlying Index pursuant to a licensing agreement between Zacks and Amerivest Investment Management, LLC (“Amerivest”) and a sub-licensing agreement between Amerivest and the Advisor. There is no charge to the Funds in connection with these licensing agreements.

E.        Foreign Currency Transactions    The accounting records of the Funds are maintained in U.S. dollars. Foreign currencies, as well as investment securities and other assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars using the applicable exchange rates as of the close of London Exchange. The effects of changes in foreign currency exchange rates on investments in securities are not segregated in the Statements of Operations from the effects of changes in market prices of those securities, but are included with the net realized and unrealized gain or loss on investments in securities. Unrealized gains and losses on assets and liabilities, other than investments in securities, which result from changes in foreign currency exchange rates have been included in “Net change in unrealized appreciation (depreciation) on foreign currency translation” on the Statements of Operations. The portion of foreign currency gains and

59

TDX Independence Funds, Inc.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

losses related to fluctuations in exchange rates between the initial purchase trade date and subsequent sale trade date is included in “Net realized gain (loss) on foreign currency transactions” on the Statements of Operations. Certain foreign exchange gains and losses included in realized and unrealized gains or losses are included in or are a reduction of ordinary income in accordance with U.S. Federal income tax regulations.

F.         Taxes    In accordance with U.S. GAAP requirements regarding accounting for uncertainties on income taxes, management has analyzed the Fund’s tax positions taken on federal and state income tax returns for all open tax years. The Funds are subject to tax provisions that establish a minimum threshold for recognizing, and a system for measuring, the benefits of a tax position taken or expected to be taken in a tax return. These tax provisions require that the financial statement effects of a tax position taken or expected to be taken in a tax return be recognized in the financial statements when it is more likely than not, based on the technical merits, that the position will be sustained upon examination by the taxing authorities. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. As of May 31, 2010, the Funds have not recorded any unrecognized tax benefits. The Funds’ policy, if it had unrecognized benefits, is to recognize accrued interest and penalties in operating expenses.

The Funds’ have filed separate U.S. Federal income tax returns since they were incorporated in 2007. The U.S. Federal statute of limitations remains open for all the years 2007 onward.

G.        Cash Equivalents    The Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. As of May 31, 2010, there were no cash equivalents.

3. INVESTMENT ADVISORY AND OTHER AGREEMENTS

The Advisor has overall responsibility for the general management and administration of the Funds, subject to the supervision of the Fund’s Board of Directors. Under an investment advisory agreement between the Company, on behalf of the Funds, and the Advisor (the “Investment Advisory Agreement”), the Advisor is responsible for arranging sub-advisory, transfer agency, custody, fund administration, and all other non-distribution related services for the Funds to operate. The Advisor is also responsible for employing any sampling strategy for the Funds. The Investment Advisory Agreement, dated as of July 24, 2007, has an initial term of two years and may be continued in effect annually thereafter if such continuance is approved by (i) the Board of Directors, or (ii) a majority (as defined in the Act) of the outstanding voting securities of each applicable Fund provided that in either case the continuance is also approved by a majority of the Board of Directors, who are not parties to the Investment Advisory Agreement or “interested persons” (as defined in the Act) of any such party (the “Disinterested Directors”), by a vote cast in person at a meeting called for the purpose of voting on such a continuance. The Investment Advisory Agreement is terminable without penalty by the Company with respect to one or more of the Funds on 60 days’ written notice when authorized either by majority vote of its outstanding voting shares or by a vote of a majority of the Board of Directors, or by the Advisor on 60 days’ written notice, and will terminate automatically in the event of its assignment.

For the services it provides to the Funds, the Advisor receives a unified advisory fee based on a percentage of the daily net assets of each Fund. The advisory fee is calculated daily and paid monthly in arrears equal to 0.65% (per annum). Out of the advisory fee, the Advisor pays, or arranges for the payment of, all fees and expenses of the Sub-Advisors, Transfer Agent, the Administrator and Accounting Agent and the Custodian. Each Fund is responsible for the payment of all other expenses associated with its operation, including but not limited to, brokerage expenses, taxes, interest, fees and expenses of counsel to the Funds, fees and expenses of the Disinterested Directors (including legal counsel fees), certain out-of-pocket expenses of the Advisor or Sub-Advisors, including, but not limited to, cost of obtaining prices for security valuations (including manual broker quotes), Federal Reserve charges related to securities transactions, postage and insurance on physical transfer items, telecommunication charges, and proxy voting execution, advice and reporting etc., fees and expenses of the Chief Compliance Officer and expenses associated with the Funds’ compliance program, litigation expenses, fees and expenses of the Funds’ independent auditors, registration fees, expenses associated with compliance by the Funds with regulatory requirements, including those relating to the development and distribution of its prospectus and shareholder reports, and extraordinary expenses. Pursuant to the Investment Advisory Agreement, the Advisor is authorized to engage one or more sub-advisors to perform any of the services contemplated to be performed by the Advisor under the Investment Advisory Agreement.

Amerivest and TDAM USA Inc. (“TDAM”) act as investment sub-advisors to the Funds (each a “Sub-Advisor” and, together, the “Sub-Advisors”). Amerivest is a wholly-owned subsidiary of TD AMERITRADE Holding Corporation. TDAM

60

TDX Independence Funds, Inc.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

is a direct, wholly-owned subsidiary of The Toronto-Dominion Bank and an affiliate of Amerivest. Mellon Capital Management Corporation (“MCM”), successor in interest to BNY Investment Advisors, previously served as an investment sub-advisor to the Funds. The investment sub-advisory agreement between the Advisor and MCM terminated, pursuant to its terms, effective August 3, 2009. To facilitate an uninterrupted investment program for the Funds, on July 23, 2009, the Directors, including a majority of the Disinterested Directors, approved an interim investment sub-advisory agreement (the “Interim Agreement”) between the Advisor and TDAM, replacing MCM as an investment sub-advisor to the Funds effective August 3, 2009. At an in-person meeting of the Board of Directors of the Funds held on November 2, 2009, the Directors, including a majority of the Disinterested Directors, approved, subject to shareholder approval, a new investment sub-advisory agreement (the “Sub-Advisory Agreement”) between the Advisor and TDAM. As discussed more fully below under “Proxy Results,” at a joint special meeting of shareholders of the Funds held on December 28, 2009, the shareholders of the TDX Independence In-Target Exchange-Traded Fund and TDX Independence 2010 Exchange-Traded Fund voted to approve the Sub-Advisory Agreement. The special meetings of shareholders for the TDX Independence 2020 Exchange-Traded Fund, the TDX Independence 2030 Exchange-Traded Fund, and the TDX Independence 2040 Exchange-Traded Fund (collectively, the “2020, 2030 and 2040 Funds”) were adjourned on December 19, 2009 until December 30, 2009, and again on December 30, 2009 until January 29, 2010, because the 2020, 2030 and 2040 Funds had not obtained sufficient shareholder votes to approve the Sub-Advisory Agreement. At the adjourned joint special meeting of shareholders of the 2020, 2030 and 2040 Funds held on January 29, 2010, shareholders voted to approve the Sub-Advisory Agreement. The Sub-Advisors are responsible for the day-to-day management of the Funds, subject to the supervision of the Advisor and the Funds’ Board of Directors. In this regard, the Sub-Advisors are responsible for implementing the replication strategy for each Fund with regard to its underlying index and for general administration, compliance and management services as may be agreed between the Advisor and Sub Advisors from time to time.

In accordance with the terms of the investment sub-advisory agreement with Amerivest, the Advisor pays Amerivest, out of its own resources, a fee at the annual rate of 0.55% of each Fund’s average daily net assets for the first $5 billion in assets and 0.60% of each Fund’s average daily net assets in excess of $5 billion. Out of the Sub-Advisory fee, Amerivest pays all fees and expenses of TDAM, the Transfer Agent, Administrator and Accounting Agent and Custodian. Amerivest has contractually agreed to reduce its fees and/or pay Fund operating expenses (excluding, among other things, acquired fund fees and expenses, interest, taxes and extraordinary expenses) in order to limit each Fund’s net annual operating expenses for shares of the Fund to 0.65% of the Fund’s average net assets (the “Expense Cap”). The Expense Cap will remain in effect until at least September 30, 2010. Amerivest is permitted to be reimbursed for fee reductions and/or expense payments made in the prior three fiscal years. This reimbursement may be paid by Amerivest if the aggregate amount actually paid by a Fund toward operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the Expense Cap. No amounts were reimbursed under this in 2010 or 2009.

Amerivest pays TDAM, out of its own resources, a fee based on a percentage of the average daily net assets of each Fund as set forth below:

• 10 basis points (0.10%) of the first $100 million in combined daily net assets of all Funds; and

• 5 basis points (0.05%) of the combined daily net assets of all Funds in excess of $100 million.

Amerivest pays TDAM a minimum annual fee of $35,000 per Fund.

The amounts subject to potential reimbursement to Amerivest at May 31, 2010 were as follows:

	Reimbursements available through:
	5/31/2010		5/31/2011		5/31/2012
Independence 2010 ETF	$	622,136	$	516,564	$	311,096
Independence 2020 ETF		1,014,685		876,216		541,737
Independence 2030 ETF		850,738		730,268		458,199
Independence 2040 ETF		833,909		708,849		433,327
Independence In-Target ETF		695,103		579,859		341,000

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TDX Independence Funds, Inc.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

For the fiscal year ended May 31, 2010, the advisory and sub-advisory fee waivers and expenses assumed by Amerivest were as follows:

	Amerivest Fee Waiver		Fees & Expenses Assumed by Amerivest
Independence 2010 ETF	$	117,933	$	193,163
Independence 2020 ETF		238,225		303,512
Independence 2030 ETF		194,137		264,062
Independence 2040 ETF		180,172		253,155
Independence In-Target ETF		133,258		207,742

The Bank of New York Mellon, a wholly-owned subsidiary of The Bank of New York Mellon Corporation, serves as Administrator, Custodian, Accounting Agent and Transfer Agent for each Fund.

ALPS Distributors, Inc. serves as the distributor of Creation Units for each Fund on an agency basis. The Distributor does not maintain a secondary market in shares of the Funds.

The Board of Directors is currently comprised of four Directors, of whom three are Disinterested Directors. The Company pays each Disinterested Director an annual fee of $30,000, plus a fee of $4,000 per meeting attended in-person or $1,000 per meeting attended conducted telephonically. Each Disinterested Director also receives $2,000 per Audit Committee meeting attended in-person or $1,000 per meeting attended conducted telephonically, although the Audit Committee Chairman receives $3,000 per Audit Committee meeting attended in-person. The Company reimburses each Director for their costs and expenses associated with their performance of their duties hereunder, including the cost and expenses associated with attendance of meetings of the Board. Directors’ fees and expenses are allocated among the Funds based on each Fund’s relative average net assets.

4. FEDERAL INCOME TAXES

At May 31, 2010, the cost of investments for Federal income tax purposes was as follows:

	Cost
Independence 2010 ETF	$	18,366,676
Independence 2020 ETF		42,247,815
Independence 2030 ETF		34,881,379
Independence 2040 ETF		34,641,988
Independence In-Target ETF		19,704,091

At May 31, 2010, the components of accumulated earnings/loss on tax-basis were as follows:

	Accumulated Earnings		Net Accumulated Capital and Other Gains (Losses)			Unrealized Appreciation (Depreciation) on Investments			Gross Unrealized Appreciation		Gross Unrealized (Depreciation)			Unrealized Appreciation (Depreciation) on Currency			Total Accumulated Earnings (Loss)
Independence 2010 ETF	$	186,018	$	(2,025,993	)	$	40,955		$	795,348	$	(754,393	)	$	(611	)	$	(1,799,631	)
Independence 2020 ETF		464,298		(6,630,188	)		(1,263,450	)		2,747,870		(4,011,320	)		(1,978	)		(7,431,318	)
Independence 2030 ETF		347,100		(7,842,914	)		(2,421,554	)		2,206,153		(4,627,707	)		(2,621	)		(9,919,989	)
Independence 2040 ETF		292,735		(8,577,230	)		(3,353,264	)		2,132,939		(5,486,203	)		(2,288	)		(11,640,047	)
Independence In-Target ETF		102,986		(745,978	)		167,055			544,544		(377,489	)		(507	)		(476,444	)

Distributions to Shareholders:

The tax character of distributions paid during the fiscal year ended May 31, 2010 was as follows:

	Distributions paid from Ordinary Income		Distributions paid from Long-Term Capital Gains
Independence 2010 ETF	$	508,513	$	—
Independence 2020 ETF		1,045,885		—
Independence 2030 ETF		663,238		—
Independence 2040 ETF		547,621		—
Independence In-Target ETF		344,219		—

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TDX Independence Funds, Inc.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

The tax character of distributions paid during the fiscal year ended May 31, 2009 was as follows:

	Distributions paid from Ordinary Income		Distributions paid from Long-Term Capital Gains
Independence 2010 ETF	$	686,307	$	—
Independence 2020 ETF		1,066,479		3,594
Independence 2030 ETF		639,029		—
Independence 2040 ETF		583,997		—
Independence In-Target ETF		594,413		361

At May 31, 2010, for Federal income tax purposes, the Funds have capital loss carryforwards available as shown in the table below, to the extent provided by regulations, to offset future capital gains through the years indicated. To the extent that these loss carryforwards are used to offset future capital gains, it is probable that the capital gains so offset will not be distributed to shareholders. The use of some portion of the capital carryforwards by any one Fund may be limited by Federal tax rules. These rules limit the use of the carryforwards when there has been a greater than fifty percent change in ownership of a Fund.

	Year of Expiration				Total Amount
	2017		2018
Independence 2010 ETF	$	1,004,066	$	1,020,627	$	2,024,693
Independence 2020 ETF		2,884,099		3,713,736		6,597,835
Independence 2030 ETF		3,249,773		4,568,179		7,817,952
Independence 2040 ETF		3,538,689		4,936,668		8,475,357
Independence In-Target ETF		176,636		561,088		737,724

Capital losses incurred after October 31 (“post-October losses”) within the taxable year are deemed to arise on the first business day of each Fund’s next taxable year. Capital losses can be carried forward for a period of eight years.

During the fiscal year ended May 31, 2010, the Funds incurred and elected to defer net capital losses as follows:

	Post-October Losses on Capital		Post-October Losses on Currency
Independence 2010 ETF	$	—	$	813
Independence 2020 ETF		26,814		4,088
Independence 2030 ETF		20,103		4,430
Independence 2040 ETF		97,548		4,325
Independence In-Target ETF		7,448		659

In order to present paid-in capital and accumulated net realized gains or losses on the Statements of Assets and Liabilities that more closely represent their tax character, certain adjustments have been made to additional paid-in capital, undistributed net investment income or loss and accumulated net realized gains or losses on investments. These differences are primarily due to currency gain/(loss) and redemptions-in-kind. For the fiscal year ended May 31, 2010, the adjustments were as follows:

	Undistributed Net Investment Income (Loss)			Undistributed Capital Gains (Accumulated Losses)			Paid-in Capital
Independence 2010 ETF	$	(337	)	$	(303,413	)	$	303,750
Independence 2020 ETF		(1,207	)		(635,093	)		636,300
Independence 2030 ETF		(855	)		(947,063	)		947,918
Independence 2040 ETF		(988	)		(884,252	)		885,240
Independence In-Target ETF		(204	)		(291,707	)		291,911

63

TDX Independence Funds, Inc.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

5. INVESTMENT PORTFOLIO TRANSACTIONS

For the fiscal year ended May 31, 2010, the cost of investments purchased and proceeds from sale of investments (excluding in-kind transactions and short-term investments) were as follows:

	Purchases		Sales
Independence 2010 ETF	$	10,735,991	$	8,970,066
Independence 2020 ETF		16,162,797		15,603,340
Independence 2030 ETF		14,725,456		14,381,499
Independence 2040 ETF		12,267,997		12,134,875
Independence In-Target ETF		19,226,221		8,565,776

For the fiscal year ended May 31, 2010, the cost of in-kind purchases and the proceeds from in-kind sales were as follows:

	Purchases		Sales
Independence 2010 ETF	$	4,355,948	$	4,402,821
Independence 2020 ETF		3,992,743		4,296,610
Independence 2030 ETF		3,465,648		3,932,722
Independence 2040 ETF		3,457,188		3,730,168
Independence In-Target ETF		32,121		4,303,712

6. CAPITAL SHARE TRANSACTIONS

As of May 31, 2010, there were 12.5 billion shares of $0.0001 par value capital shares authorized by the Company. Capital shares are issued and redeemed by each Fund only in Creation Units or multiples thereof. Except when aggregated in Creation Units, shares of each Fund are not redeemable. Transactions in capital shares for each Fund are disclosed in detail in the Statements of Changes in Net Assets. The consideration for the purchase of Creation Units of a Fund generally consists of the in-kind contribution of a designated portfolio of securities constituting a portfolio sampling representation of the securities included in the relevant Fund’s underlying index and an amount of cash. Investors purchasing and redeeming Creation Units pay a purchase transaction fee and a redemption transaction fee to offset transfer and other transaction costs associated with the issuance and redemption of Creation Units.

7. INDEMNIFICATIONS

In the normal course of business the Company enters into contracts that contain a variety of representations that provide indemnification for certain liabilities. The Company’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds that have not yet occurred. However, the Funds expect the risk of loss to be remote.

8. SUBSEQUENT EVENTS

On June 30, 2010, XShares Group, Inc. (“Group”) and Deutsche Bank AG consummated an agreement pursuant to which Deutsche Bank AG acquired all of the issued and outstanding membership interest in the investment adviser to the Company and rebranded the investment adviser from XShares Advisors, LLC, to DBX Strategic Advisors LLC.

The acquisition by Deutsche Bank is not expected to result in any materials changes to the Funds’ investment strategies or day-to-day management of the Funds or any increase in the Funds’ fees and expenses.

There were some changes to the officers and directors of the Funds which are shown in the subsequent pages.

64

TDX Independence Funds, Inc.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

TDX Independence Funds, Inc.

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of TDX Independence Funds, Inc. (the “Company”) consisting of: TDX Independence 2010 Exchange-Traded Fund, TDX Independence 2020 Exchange-Traded Fund, TDX Independence 2030 Exchange-Traded Fund, TDX Independence 2040 Exchange-Traded Fund, TDX Independence In-Target Exchange-Traded Fund as of May 31, 2010, and the related statements of operations, statements of changes in net assets and financial highlights for the year then ended. These financial statements and financial highlights are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The statements of changes in net assets and financial highlights for the indicated periods through May 31, 2009, were audited by other auditors whose report, dated July 28, 2009, expressed an unqualified opinion on such financial statements and financial highlights.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of May 31, 2010, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of TDX Independence 2010 Exchange-Traded Fund, TDX Independence 2020 Exchange-Traded Fund, TDX Independence 2030 Exchange-Traded Fund, TDX Independence 2040 Exchange-Traded Fund, TDX Independence In-Target Exchange-Traded Fund of TDX Independence Funds, Inc. at May 31, 2010, the results of their operations, the changes in their net assets and the financial highlights for the year then ended, in conformity with U.S. generally accepted accounting principles.

New York, New York

July 26, 2010

65

TDX Independence Funds, Inc.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of TDX Independence Funds, Inc.

We have audited the accompanying statements of changes in net assets for the year ended May 31, 2009 and financial highlights for the year ended May 31, 2009 and for the period from October 1, 2007 (commencement of operations) through May 31, 2008, of TDX Independence Funds, Inc. (the “Company”) consisting of: TDX Independence 2010 Exchange-Traded Fund, TDX Independence 2020 Exchange-Traded Fund, TDX 2030 Independence Exchange-Traded Fund, TDX 2040 Independence Exchange-Traded Fund and TDX Independence In-Target Exchange-Traded Fund. This financial statement and the financial highlights are the responsibility of the Company’s management. Our responsibility is to express an opinion on this financial statement and the financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statement and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. Our procedures included confirmation of securities owned as of May 31, 2009, by correspondence with the custodian. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statement and financial highlights referred to above present fairly, in all material respects, the changes in net assets for the year ended May 31, 2009 and the financial highlights for the year ended May 31, 2009 and for the period from October 1, 2007 (commencement of operations) through May 31, 2008 of each of the funds constituting TDX Independence Funds, Inc. in conformity with accounting principles generally accepted in the United States of America.

Eisner LLP

New York, New York

July 28, 2009

66

TDX Independence Funds, Inc.

FREQUENCY DISTRIBUTION OF DISCOUNTS & PREMIUMS (UNAUDITED)

The tables that follow present information about the differences between the daily market price on secondary markets for shares of a Fund and that Fund’s net asset value (“NAV”). NAV is the price per share at which each Fund issues and redeems shares. It is calculated in accordance with the standard formula for valuing mutual fund shares. The price used to calculate market returns (“Market Price”) of each Fund generally is determined using the midpoint between the highest bid and the lower offer on the national securities exchange on which the shares of such Fund are listed for trading, as of the time that the Fund’s NAV is calculated. Each Fund’s Market Price may be at, above or below its NAV. The NAV of each Fund will fluctuate with changes in the market value of its portfolio holdings. The Market Price of each Fund will fluctuate in accordance with changes in its NAV, as well as market supply and demand. Shareholders may pay more than NAV when they buy Fund shares and receive less than NAV when they sell those shares, because shares are bought and sold at current market prices.

Premiums or discounts are the differences (expressed as a percentage) between the NAV and Market Price of a Fund on a given day, generally at the time NAV is calculated. A premium is the amount that a Fund is trading above the reported NAV, expressed as a percentage of the NAV. A discount is the amount that a Fund is trading below the reported NAV, expressed as a percentage of the NAV.

The following information shows the frequency distributions of premiums and discounts for each Fund included in this report. The information shown for each Fund is for each full calendar quarter completed after the inception date of such Fund, October 1, 2007, through the fiscal year ended May 31, 2010.

Each line in the table shows the number of trading days in which a Fund trades within the premium/discount range indicated. The number of trading days in each premium/discount range is also shown as a percentage of the total number of trading days in the period covered by each table. All data presented here represents past performance, which cannot be used to predict future results.

	MARKET PRICE ABOVE OR EQUAL TO NAV			MARKET PRICE BELOW NAV
	Basis point Differential*	Number of Days	Percentage of Total Days	Number of Days	Percentage of Total Days
TDX Independence 2010 Exchange-Traded Fund October 1, 2007 – May 31, 2010	0 – < .25%	55	8.20%	44	6.56%
	.25% – < .50%	62	9.24%	31	4.62%
	.50% – < .75%	107	15.95%	34	5.06%
	.75% – < 1.00%	69	10.28%	32	4.77%
	> = 1.00%	145	21.61%	92	13.71%
	Total:	438	65.28%	233	34.72%
TDX Independence 2020 Exchange-Traded Fund October 1, 2007 – May 31, 2010	0 – < .25%	48	7.15%	44	6.56%
	.25% – < .50%	60	8.94%	30	4.47%
	.50% – < .75%	114	16.99%	22	3.28%
	.75% – < 1.00%	86	12.82%	32	4.77%
	> = 1.00%	123	18.33%	112	16.69%
	Total:	431	64.23%	240	35.77%
TDX Independence 2030 Exchange-Traded Fund October 1, 2007 – May 31, 2010	0 – < .25%	55	8.20%	38	5.66%
	.25% – < .50%	75	11.18%	33	4.92%
	.50% – < .75%	118	17.58%	21	3.13%
	.75% – < 1.00%	53	7.90%	28	4.17%
	> = 1.00%	148	22.06%	102	15.20%
	Total:	449	66.92%	222	33.08%

67

TDX Independence Funds, Inc.

FREQUENCY DISTRIBUTION OF DISCOUNTS & PREMIUMS (UNAUDITED) (CONTINUED)

	MARKET PRICE ABOVE OR EQUAL TO NAV			MARKET PRICE BELOW NAV
	Basis point Differential*	Number of Days	Percentage of Total Days	Number of Days	Percentage of Total Days
TDX Independence 2040 Exchange-Traded Fund October 1, 2007 – May 31, 2010	0 – < .25%	76	11.33%	47	7.00%
	.25% – < .50%	85	12.67%	34	5.07%
	.50% – < .75%	117	17.44%	20	2.98%
	.75% – < 1.00%	47	7.00%	16	2.38%
	> = 1.00%	142	21.16%	87	12.97%
	Total:	467	69.60%	204	30.40%
TDX Independence In-Target Exchange-Traded Fund October 1, 2007 – May 31, 2010	0 – < .25%	58	8.64%	56	8.35%
	.25% – < .50%	62	9.24%	66	9.84%
	.50% – < .75%	143	21.31%	60	8.94%
	.75% – < 1.00%	26	3.88%	47	7.00%
	> = 1.00%	68	10.13%	85	12.67%
	Total:	357	53.20%	314	46.80%

* A basis point equals one-hundredth of one percent (0.01%).

68

TDX Independence Funds, Inc.

OFFICERS AND DIRECTORS

Name, Address, and Age	Position(s) Held with Fund	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Director	Other Directorships held by Director
Disinterested Directors:
R. Charles Tschampion Age 64, 25 Great Oak Drive Short Hills, NJ 07078	Director, Chairman of the Audit Committee and Member of the Nominating Committee	Since 2007	Director, Industry Relations, CFA Institute (2005 to present); Managing Director of Investment Research and Managing Director of Defined Contribution Plans, General Motors Asset Management Corporation (1994 to 2005); Director, India Magnum Fund (1994 to 2005); Trustee of Lehigh University (October 1998 to June 2010) and Chair of the Investment Sub-Committee for the Lehigh University Endowment Fund (October 1998 to December 2008).	5	Trustee and Member of the Audit Committee, SPDR Select Sector Trust; Director, Real Estate Information Standards Board.
Ernest J. Scalberg Age 65, 176 Mal Paso Road Carmel, CA 93923	Director, Member of the Audit and Nominating Committees	Since 2007	Research Professor and Director of the GLOBE Center, Monterey Institute of International Studies (2009 to present); Associate Vice President for External Programs and Dean of Fisher Graduate School of International Business (2001 to 2009); Director, Adviser or Trustee to numerous non-profit organizations (1974 to present).	5	Trustee and Member of the Audit Committee, SPDR Select Sector Trust; Chairman of the Board of the Foundation, International University in Geneva (IUG), Switzerland.

69

TDX Independence Funds, Inc.

OFFICERS AND DIRECTORS (CONTINUED)

Name, Address, and Age	Position(s) Held with Fund	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Director	Other Directorships held by Director
Michael G. Smith Age 66, 614 Lenox Glen Ellyn, IL 60137	Director, Member of the Audit and Nominating Committees	Since 2007	Retired since 1999. Formerly, Managing Director, Corporate and Institutional Client Group, Central Region, Merrill Lynch & Co., Inc.	5	Director, Ivy Funds, Inc; Director, Northwestern Mutual Series Fund, Inc; Executive Board Director, Cox Business School, Southern Methodist University.
Interested Director/Officers:*
Hans Ephraimson Age 45 60 Wall Street New York, New York 10005	President and Chief Executive Officer, Director and Chairman of the Board	Since 2010	Managing Director in the North American Structured Sales Group and the DBX Group at Deutsche Bank AG.	5	Director, DB Commodity Services LLC; Director, DBX Strategic Advisors LLC; Director, DBX Advisors LLC
Martin Kremenstein Age 33 60 Wall Street New York, New York 10005	Chief Operating Officer	Since 2010	Director in the DBX Group at Deutsche Bank AG with responsibility for providing investor solutions to the DB sales force in North America since 2006; Vice President, Market Risk Management JP Morgan Chase until 2006.	N/A	Director, DB Commodity Services LLC; Director, DBX Strategic Advisors LLC; Director, DBX Advisors LLC

70

TDX Independence Funds, Inc.

OFFICERS AND DIRECTORS (CONTINUED)

Name, Address, and Age	Position(s) Held with Fund	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Director	Other Directorships held by Director
Michael Gilligan Age 43 60 Wall Street New York, New York 10005	Treasurer, Chief Financial Officer and Controller	Since 2010	Director in the Finance Group at Deutsche Bank AG with CFO responsibility for DBX Strategic Advisors LLC and DB Commodity Services LLC since 2008; Chief Operating Officer, Americas Credit Trading, Credit Suisse 2007 to 2008; Director in the Finance Group, Credit Suisse 1998 to 2007.	N/A	N/A
Alex Depetris Age 30 60 Wall Street New York, New York 10005	Secretary	Since 2010	Vice President in the DBX Group at Deutsche Bank AG with responsibility for providing investor solutions to the DB sales force in North America since 2008; Associate, with the law firm of Arnold & Porter 2006 until 2008; Associate, with the law firm of Sullivan & Worcester 2005 until 2006.	N/A	Director, DB Commodity Services LLC; Director, DBX Strategic Advisors LLC; Director, DBX Advisors LLC

* Officers/Director of the Company are “interested persons” as defined in the 1940 Act.

The Fund’s SAI includes additional information about the Fund’s Directors and is available by calling 1-877-369-4617, or on the Company’s website at www.dbxstrategicadvisors.db.com.

71

TDX Independence Funds, Inc.

PROXY RESULTS (UNAUDITED)

JOINT SPECIAL MEETING OF SHAREHOLDERS

On December 18, 2009, a joint special meeting of shareholders (the “Joint Meeting”) of the Funds was held at the offices of Paul, Hastings, Janofsky & Walker LLP to approve a new investment sub-advisory agreement (the “Sub-Advisory Agreement”) between XShares Advisors LLC (“XShares”) and TDAM USA Inc. (“TDAM”) to replace Mellon Capital Management Corporation (“Mellon Capital”), successor in interest to BNY Investment Advisors, as an investment sub-advisor to the Funds (the “Proposal”). As background, the investment sub-advisory between XShares and Mellon Capital terminated, pursuant to its terms, effective August 3, 2009. After careful consideration of possible alternatives to Mellon Capital, the Directors, including a majority of the Directors who are not “interested persons,” as defined by the Investment Company Act of 1940, as amended (the “Act”), of TDX Independence Funds, Inc., approved, subject to shareholder approval, the Sub-Advisory Agreement, pursuant to which TDAM would become a new investment sub-advisor to the Funds.

At a joint special meeting of shareholders of the Funds held on December 28, 2009, the shareholders of the TDX Independence In-Target Exchange-Traded Fund and TDX Independence 2010 Exchange-Traded Fund voted to approve the Sub-Advisory Agreement.

ADJOURNED JOINT SPECIAL MEETING OF SHAREHOLDERS

The special meetings of shareholders for the TDX Independence 2020 Exchange-Traded Fund, the TDX Independence 2030 Exchange-Traded Fund, and the TDX Independence 2040 Exchange-Traded Fund (collectively, the “2020, 2030 and 2040 Funds”) were adjourned on December 19, 2009 until December 30, 2009, and again on December 30, 2009 until January 29, 2010, because the 2020, 2030 and 2040 Funds had not obtained sufficient shareholder votes to approve the Sub-Advisory Agreement. At the adjourned joint special meeting of shareholders of the 2020, 2030 and 2040 Funds held on January 29, 2010 (the “Adjourned Joint Meeting”), shareholders voted to approve the Sub-Advisory Agreement.

VOTING INFORMATION

Approval of the Proposal required the affirmative vote of a “majority of the outstanding securities” (as defined in the Act) of each Fund, which means the affirmative vote of the lesser of (1) the holders of 67% or more of the shares represented at a meeting, if the holders of more than 50% of the shares of the Fund are represented at the meeting, or (2) more than 50% of the outstanding shares of the Fund.

For purposes of determining whether shareholders of a Fund approved the Proposal, abstentions and broker non-votes were counted as shares present at each meeting for quorum purposes but will not be voted for or against the Proposal. Accordingly, abstentions and broker non-votes effectively were votes “AGAINST” the Proposal, because the Proposal required the affirmative vote of a majority of the Fund’s outstanding shares.

Shares voted in favor, shares voted against and shares abstaining with respect to the Proposal at the Joint Meeting were as follows:

TDX Independence 2010 Exchange-Traded Fund

FOR	AGAINST	ABSTAIN
481,550.87	13,702.84	19,886.54

TDX Independence In-Target Exchange-Traded Fund

FOR	AGAINST	ABSTAIN
506,150.07	17,038.99	20,532.10

Shares voted in favor, shares voted against and shares abstaining with respect to the Proposal at the Adjourned Joint Meeting were as follows:

TDX Independence 2020 Exchange-Traded Fund

FOR	AGAINST	ABSTAIN
1,035,224.66	41,422.73	68,489.90

72

TDX Independence Funds, Inc.

PROXY RESULTS (UNAUDITED) (CONTINUED)

TDX Independence 2030 Exchange-Traded Fund

FOR	AGAINST	ABSTAIN
944,401.84	26,270.51	42,722.93

TDX Independence 2040 Exchange-Traded Fund

FOR	AGAINST	ABSTAIN
909,197.15	31,699.69	70,417.33

73

TDX Independence Funds, Inc.

ADDITIONAL INFORMATION

PROXY VOTING POLICIES AND PROCEDURES

A description of the policies and procedures that the Company uses to determine how to vote proxies related to each Fund’s portfolio securities, (and information on how the Funds voted proxies during the period ended June 30, 2009 on Form N-PX) is available without charge, upon request, (i) by calling 877-369-4617; (ii) on the Company’s website at www.dbxstrategicadvisors.db.com; and (iii) on the Securities and Exchange Commission’s (“SEC”) website at www.sec.gov.

QUARTERLY PORTFOLIO DISCLOSURE

The Funds are required to file their complete schedule of portfolio holdings with the SEC for their first and third fiscal quarters on Form N-Q. Copies of the filings are available without charge, upon request on the SEC’s website at www.sec.gov and are available by calling the Company at 877-369-4617. You can also obtain copies of Form N-Q by (i) visiting the SEC’s Public Reference Room in Washington, DC (information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330); (ii) sending your request and a duplicating fee to the SEC’s Public Reference Room, Washington, DC 20549-0102; or (iii) sending your request electronically to publicinfo@sec.gov.

Information about each Fund’s portfolio holdings is available daily at www.dbxstrategicadvisors.db.com.

TAX INFORMATION

Form 1099-DIV, Form 1042-S and other year-end tax information provide shareholders with actual calendar year amounts that should be included in their tax returns. Shareholders should consult their tax advisors.

The following distribution information is being provided as required by the Internal Revenue Code.

Each Fund designates the following amounts or, if subsequently determined to be different, the maximum amount allowable for its fiscal year ended May 31, 2010.

FEDERAL AND STATE INCOME TAX

	Qualified Dividend Income*	Corporate Dividend Received Deduction*
Independence 2010 ETF	21%	13%
Independence 2020 ETF	55%	34%
Independence 2030 ETF	95%	60%
Independence 2040 ETF	100%	78%
Independence In-Target ETF	27%	16%

* The above percentage is based on ordinary income dividends paid to shareholders during each Fund’s fiscal year.

74

TDX Independence Funds, Inc.

This report is intended for the shareholders of the TDX Independence Exchange-Traded Funds (“TDX Independence ETFs”). It may not be distributed to prospective Investors unless it is preceded or accompanied by the current prospectus.

An Investor should consider the fund’s investment objective, risks, charges and expenses carefully before investing. For this and more complete information about the fund call 877-369-4617 or visit the website www.dbxstrategicadvisors.db.com. Please read the prospectus carefully before investing.

There are risks involved with investing in exchange-traded funds including possible loss of money. TDX Independence ETFs are not actively managed and are subject to risks similar to stocks, including those related to short selling and margin maintenance. Losses from short sales may be unlimited, and losses from purchases on margin may exceed original investment.

Investments in small and medium capitalization companies will be subject to higher volatility than larger, more established companies.

Investments in foreign securities will be subject to certain risks not associated with domestic securities, such as currency fluctuations, and changes in political and economic conditions.

Investments in fixed income securities will be subject to certain risks as well. The prices of fixed income securities respond to economic developments, particularly interest rate changes, as well as to perceptions about the credit risk of individual issuers. Generally, fixed income securities will decrease in value if interest rates rise, and the volatility of lower rated securities is even greater than that of higher rated securities.

There is no assurance that the investment process will consistently lead to successful investing. Diversification does not eliminate the risk of experiencing investment losses.

The prospectus is not an offer to buy or sell the portfolio shares, nor is the fund soliciting an offer to buy its shares in any jurisdiction where the offer or sale is not permitted.

TDX Independence ETFs are distributed by ALPS Distributors, Inc., member of FINRA, which is neither affiliated with TDX Independence Funds, Inc. or any other affiliate, nor is it affiliated with The Bank of New York Mellon, Amerivest Investment Management, LLC, or TDAM USA Inc.

“Target Date” refers to a time in the future, generally a specified year, in which the investor expects to retire or otherwise require the use of the invested funds. Target date funds are generally more aggressive the further the target date is from the present, with an objective of capital appreciation. As the target date approaches, the fund’s objective will generally become more conservative, aiming to achieve a higher level of capital preservation.

Investors should note that although target date funds aim to preserve capital as the target date approaches, there is no guarantee that the fund will achieve this objective.

TDX Independence Funds, Inc.

INVESTMENT ADVISOR

DBX Strategic Advisors LLC

60 Wall Street

New York, NY 10005

INVESTMENT SUB-ADVISORS

Amerivest Investment Management, LLC

1005 North Ameritrade Place

Bellevue, NE 68005

TDAM USA Inc.

161 Bay Street, 35th Floor

TD Canada Trust Tower

Toronto, Ontario Canada M5J 2T2

ADMINISTRATOR, CUSTODIAN, FUND ACCOUNTANT & TRANSFER AGENT

The Bank of New York Mellon

101 Barclay Street

New York, NY 10286

DISTRIBUTOR

ALPS Distributors, Inc.

1290 Broadway

Suite 1100

Denver, CO 80203

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Ernst & Young LLP

5 Times Square

New York, NY 10036

LEGAL COUNSEL

Paul, Hastings, Janofsky & Walker LLP

75 East 55th Street

New York, NY 10022

Item 2. Code of Ethics.

(a) The Fund has adopted a code of ethics (the “Code of Ethics”) that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. This Code is filed as an exhibit to this report on Form N-CSR under item (a)(1).

Item 3. Audit Committee Financial Expert.

R. Charles Tschampion is the designated financial expert on the Audit Committee of TDX Independence Funds, Inc. With respect to TDX Independence Funds, Inc., R. Charles Tschampion is not an “interested person” as such terms are defined by Section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19).

Item 4. Principal Accountant Fees and Services.

(a) Audit Fees. Fees for audit services for the Registrant’s fiscal year ended May 31, 2010, for professional services rendered by the principal accountant for the audit of the Registrant’s annual financial statements were $90,000. Fees for professional services rendered by Eisner LLP (“predecessor accountant”) for the audit of the Registrant’s annual financial statements including examinations of securities conducted under rule 17f-2 of the 1940 Act, for the fiscal year ended May 31, 2010 and for the fiscal year ended May 31, 2009 were $16,023 and $125,964, respectively.

(b) Audit-Related Fees. The aggregate fees billed for the Registrant’s fiscal year ended May 31, 2010, for professional services rendered by the principal accountant for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the Registrant’s financial statements and are not reported above in Item 4(a) were $0. The aggregate fees billed for the Registrant’s fiscal year ended May 31, 2009, for professional services rendered by the predecessor accountant for assurance and related services by the predecessor accountant that are reasonably related to the performance of the audit of the Registrant’s financial statements and are not reported above in Item 4(a) were $0.

(c) Tax Fees. Fees for tax services billed to the Registrant during the fiscal year ended May 31, 2010, for professional services rendered by the principal accountant for tax compliance, tax advice and tax planning were $15,000. Fees for tax services billed to the Registrant during the fiscal year ended May 31, 2009, for professional services rendered by the predecessor accountant for tax compliance, tax advice and tax planning were $30,693.

(d) All Other Fees. All other aggregate fees billed for the Registrant’s fiscal year ended May 31, 2009 and fiscal year ended May 31, 2010 were $0 and $0, respectively.

(e) Audit Committee Pre-Approval Policies and Procedures. In accordance with Rule 2-01(c)(7)(A), the Audit Committee pre-approves all of the audit and permissible non-audit services of the Registrant. All of the services described in paragraphs (b) through (d) above were approved by the Audit Committee in accordance with paragraph (c) (7) (i) (c) of Rule 2-01 of Regulation S-X.

(f) Not applicable.

(g) Not applicable.

(h) The Registrant’s Audit Committee has considered whether the provision of non-audit services that were rendered to the Registrant’s investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the Registrant which were not pre-approved (not requiring pre-approval) is compatible with maintaining the principal accountant’s independence.

Items 5. Audit Committee of Listed Registrants.

The Registrant is a listed issuer as defined in Rule 10A-3 under the Exchange Act and has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The Registrant’s audit committee members are Ernest J. Scalberg, Michael G. Smith and R. Charles Tschampion.

Item 6. Schedule of Investments.

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

(b) Not Applicable.

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

Not applicable.

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

Not applicable.

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

Not applicable.

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

There have been no material changes to the procedures by which the shareholders may recommend nominees to the Registrant’s Board of Directors that would require disclosure herein.

Item 11. Controls and Procedures.

a) Based on their evaluation of the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3-(c) under the Investment Company Act of 1940) as of a date within 90 days of the filing date of this report, the Registrant’s Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer) have concluded that such disclosure controls and procedures are reasonably designed and are operating effectively to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to them by others within those entities, particularly during the period in which this report is being prepared, and that the information required in filings on Form N-CSR is recorded, processed, summarized and reported on a timely basis.

b) There were no significant changes in the Registrant’s internal controls over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the Registrant’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

Item 12. Exhibits.

(a)(1)	Code of Ethics
(a)(2)	Certifications of the Registrant’s Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 are attached as Exhibit 302CERT.
(b)	Certifications of the Registrant’s Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are attached as Exhibit 906CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) TDX Independence Funds, Inc.

By:	/s/    HANS EPHRAIMSON
Name:	Hans Ephraimson
Title:	President and Chief Executive Officer

Date: August 3, 2010

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

By:	/s/    HANS EPHRAIMSON
Name:	Hans Ephraimson
Title:	President and Chief Executive Officer

Date: August 3, 2010

By:	/s/    MICHAEL GILLIGAN
Name:	Michael Gilligan
Title:	Treasurer, Chief Financial Officer and Controller

Date: August 3, 2010

EX-99.CODE ETH

TDX INDEPENDENCE FUNDS, INC.

CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND

SENIOR FINANCIAL OFFICER

I. Covered Officers/Purpose of the Code

This code of ethics (the “Code”) applies to the Principal Executive Officer and Principal Financial Officer (the “Covered Officers,” each of whom are set forth in Exhibit A) of TDX Independence Funds, Inc. (the “Fund”) for the purpose of promoting:

• honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

• full, fair, accurate, timely and understandable disclosure in reports and documents that a registrant files with, or submits to, the Securities and Exchange Commission (“SEC”) and in other public communications made by the Fund;

• compliance with applicable laws and governmental rules and regulations;

• the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and

• accountability for adherence to the Code.

Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest.

II. Covered Officers Should Handle Ethically Actual and Apparent Conflicts of Interest

Overview. A “conflict of interest” occurs when a Covered Officer’s private interest interferes with the interests of, or his service to, the Fund. For example, a conflict of interest would arise if a Covered Officer, or a member of his family, receives improper personal benefits as a result of his position with the Fund.

Certain conflicts of interest arise out of the relationships between Covered Officers and the Fund and already are subject to conflict of interest provisions in the Investment Company Act of 1940 (“Investment Company Act”) and the Investment Advisers Act of 1940 (“Investment Advisers Act”). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the Fund because of their status as “affiliated persons” of the Fund. The Fund’s and the investment adviser’s compliance programs and procedures are designed to prevent, or identify and correct, violations of these provisions. This Code does not, and is not intended to, repeat or replace these programs and procedures, and such conflicts fall outside of the parameters of this Code.

Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between the Fund and the Fund’s investment adviser, or investment sub-adviser (the “Advisor”), of which the Covered Officers are

also officers or employees, or officers or employees of affiliates. As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for the Fund or for the Advisor, or for both), be involved in establishing policies and implementing decisions that will have different effects on the Advisor and the Fund. The participation of the Covered Officers in such activities is inherent in the contractual relationship between the Fund and the Advisor and is consistent with the performance by the Covered Officers of their duties as officers of the Fund. Thus, if performed in conformity with the provisions of the Investment Company Act and the Investment Advisers Act, such activities will be deemed to have been handled ethically. In addition, it is recognized by the Fund’s Board of Directors (the “Board”) that the Covered Officers may also be officers of one or more other investment companies covered by this or other codes.

Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act and the Investment Advisers Act. The following list provides examples of conflicts of interest under the Code, but Covered Officers should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of the Fund.

*                    *                     *                    *

Each Covered Officer must:

• not use his personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Fund whereby the Covered Officer would benefit personally to the detriment of the Fund;

• not cause the Fund to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit of the Fund; and

• not use material non-public knowledge of portfolio transactions made or contemplated for the Fund to trade personally or cause others to trade personally in contemplation of the market effect of such transactions.

There are some potential conflict of interest situations that should be discussed with the Fund’s counsel in order to determine whether these situations pose a material risk of causing detriment to the Fund. Examples of these include:

• service as a director on the board of any public or private company;

• the receipt of any non-nominal gifts from any company with which the Fund has current or prospective business dealings, to the extent the situation is not addressed by the Fund’s 17j-1 Code of Ethics or the Advisor’s Code of Ethics;

• the receipt of any entertainment from any company with which the Fund has current or prospective business dealings unless such entertainment is business-related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety, to the extent the situation is not addressed by the Fund’s 17j-1 Code of Ethics or the Advisor’s Code of Ethics;

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• any ownership interest in, or any consulting or employment relationship with, any of the Fund’s service providers, other than the Advisor, principal underwriter, administrator or any affiliated person thereof; and

• a direct or indirect financial interest in commissions, transaction charges or spreads paid by the Fund for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officer’s employment, such as compensation or equity ownership.

III. Disclosure and Compliance

• Each Covered Officer should familiarize himself with the disclosure requirements generally applicable to the Fund;

• each Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about the Fund to others, whether within or outside the Fund, including to the Fund’s Directors and auditors, and to governmental regulators and self-regulatory organizations;

• each Covered Officer should, to the extent appropriate within his area of responsibility, consult with other officers and employees of the Fund and the Advisor with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Fund files with, or submits to, the SEC and in other public communications made by the Fund;

• each Covered Officer should comply with his or her obligations under the Fund’s Disclosure Controls and Procedures and certification requirements relating to the reports on Form N-CSR (certified shareholder reports) and Form N-Q (quarterly schedule of portfolio holdings) that the Fund is required to file; and

• it is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations.

IV. Reporting and Accountability

Each Covered Officer must:

• upon adoption of the Code (or thereafter as applicable, upon becoming a Covered Officer), affirm in writing to the Board that he has received, read, and understands the Code;

• annually thereafter affirm to the Board that he has complied with the requirements of the Code;

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• not retaliate against any other Covered Officer or any employee of the Fund or their affiliated persons for reports of potential violations that are made in good faith; and

• notify the Qualified Legal Compliance Committee promptly if he knows of any violation of this Code. Failure to do so is itself a violation of this Code.

The Qualified Legal Compliance Committee is responsible for applying this Code to specific situations in which questions are presented under it and has the authority to interpret this Code in any particular situation.¹ Any approvals or waivers² sought by the Covered Officers must be considered by the Qualified Legal Compliance Committee.

The Fund will follow these procedures in investigating and enforcing this Code:

• the Qualified Legal Compliance Committee will take all appropriate action to investigate any potential violations reported to the Committee;

• if, after such investigation, the Qualified Legal Compliance Committee believes that no violation has occurred, the Qualified Legal Compliance Committee is not required to take any further action;

• if the Committee determines, by majority vote, that a violation has occurred, it will inform and make a recommendation to the full Board, which will consider appropriate action, which may include (i) review of, and appropriate modifications to, applicable policies and procedures; (ii) notification to appropriate personnel of the Advisor or its board; or (iii) a recommendation to dismiss the Covered Officer;

• the Qualified Legal Compliance Committee will be responsible for granting waivers, as appropriate; and

• any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules.

V. Other Policies and Procedures

This Code shall be the sole code of ethics adopted by the Fund for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder. Insofar as other policies or procedures of the Fund, the Advisor, principal underwriter, or other service providers govern or purport to govern the

¹ The Qualified Legal Compliance Committee is authorized to consult, as appropriate, with counsel to the Fund, and is encouraged to do so.

² Item 2 of Form N-CSR defines “waiver” as “the approval by the registrant of a material departure from a provision of the code of ethics” and “implicit waiver,” which must also be disclosed, as “the registrant’s failure to take action within a reasonable period of time regarding a material departure from a provision of the code of ethics that has been made known to an executive officer” of the registrant.

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behavior or activities of the Covered Officers who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code. The Fund’s and the Advisor’s and principal underwriter’s codes of ethics under Rule 17j-l under the Investment Company Act, and any other codes of conduct applicable to such entities, are separate requirements applying to the Covered Officers and others, and are not part of this Code.

VI. Amendments

Any amendments to this Code, other than amendments to Exhibit A, must be approved or ratified by a majority vote of the Board.

VII. Confidentiality

All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Fund’s counsel and the Board of Directors.

VIII.   Internal Use

The Code is intended solely for the internal use by the Fund and does not constitute an admission, by or on behalf of the Fund, as to any fact, circumstance, or legal conclusion.

Adopted: July 24, 2007; as amended on November 2, 2009

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Exhibit A

Persons Covered by this Code of Ethics

Hans Ephraimson – President and Chief Executive Officer

Michael Gilligan – Treasurer, Chief Financial Officer and Controller

EX-99.CERT

EXHIBIT 302CERT

CERTIFICATIONS PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Hans Ephraimson, certify that:

1. I have reviewed this report on Form N-CSR of TDX Independence Funds, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the Registrant as of, and for, the periods presented in this report;

4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the Registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the most recent fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer and I have disclosed to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: August 3, 2010 .

/s/ Hans Ephraimson

Hans Ephraimson

President and Chief Executive Officer

CERTIFICATIONS PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Michael Gilligan, certify that:

1. I have reviewed this report on Form N-CSR of TDX Independence Funds, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the Registrant as of, and for, the periods presented in this report;

4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the Registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the most recent fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer and I have disclosed to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: August 3, 2010 .

/s/ Michael Gilligan

Michael Gilligan

Treasurer, Chief Financial Officer and Controller

EX-99.906CERT

EXHIBIT 906CERT

CERTIFICATIONS PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of TDX Independence Funds, Inc. (the “Registrant”), do hereby certify, to such officer’s knowledge, that:

(1) The Form N-CSR of the Registrant for the period ended May 31, 2010 (the “Form N-CSR”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date: August 3, 2010

/s/ Hans Ephraimson
Name:	Hans Ephraimson
Title:	President and Chief Executive Officer

Date: August 3, 2010

/s/ Michael Gilligan
Name:	Michael Gilligan
Title:	Treasurer, Chief Financial Officer and Controller

This certification is being furnished solely pursuant to 18 U.S.C. ss.1350 and is not being filed as part of the Report or as a separate disclosure document.