N-CSRS 1 a_lsfncsr.htm FIRST INVESTORS LIFE SERIES FUNDS a_lsfncsr.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-CSR
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CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT 
INVESTMENT COMPANIES
 
INVESTMENT COMPANY ACT FILE NUMBER 811-4325

 

FIRST INVESTORS LIFE SERIES FUNDS
(Exact name of registrant as specified in charter)

40 Wall Street
New York, NY 10005
(Address of principal executive offices) (Zip code)

Joseph I. Benedek
Foresters Investment Management Company, Inc.
Raritan Plaza I
Edison, NJ 08837-3620
(Name and address of agent for service)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
1-212-858-8000

DATE OF FISCAL YEAR END: DECEMBER 31

DATE OF REPORTING PERIOD: JUNE 30, 2016



Item 1. Reports to Stockholders

The semi-annual report to stockholders follows






FOREWORD

 

This report is for the information of the shareholders of the Funds. It is the policy of each Fund described in this report to mail only one copy of a Fund’s prospectus, annual report, semi-annual report and proxy statements to all shareholders who share the same mailing address and share the same last name and have invested in a Fund covered by the same document. You are deemed to consent to this policy unless you specifically revoke this policy and request that separate copies of such documents be mailed to you. In such case, you will begin to receive your own copies within 30 days after our receipt of the revocation. You may request that separate copies of these disclosure documents be mailed to you by writing to us at: Foresters Investor Services, Inc., Raritan Plaza I, Edison, NJ 08837-3620 or calling us at 1-800-423-4026.

You may obtain a free prospectus for any of the Funds by contacting your representative, calling 1-800-423-4026, writing to us at the following address: Foresters Financial Services, Inc., 40 Wall Street, New York, NY 10005, or by visiting our website at www.foresters.com. You should consider the investment objectives, risks, charges and expenses of a Fund carefully before investing. The prospectus contains this and other information about the Fund, and should be read carefully before investing.

An investment in a Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. Although the Cash Management Fund seeks to preserve a net asset value at $1.00 per share, it is possible to lose money by investing in it, just as it is possible to lose money by investing in any of the other Funds. Past performance is no guarantee of future results.

A Statement of Additional Information (“SAI”) for any of the Funds may also be obtained, without charge, upon request by calling 1-800-423-4026, writing to us at our address or by visiting our website listed above. The SAI contains more detailed information about the Funds, including information about their Trustees.

Foresters Financial™ and Foresters™ are the trade names and trademarks of The Independent Order of Foresters (Foresters), a fraternal benefit society, 789 Don Mills Road, Toronto, Canada M3C 1T9 and its subsidiaries.



Equity & Bond Markets Overview
FIRST INVESTORS LIFE SERIES FUNDS

Dear Investor:

We are pleased to provide you with our report for the six-month period ended June 30, 2016 (“the review period”).

Economic Overview

The first half of 2016 included several unexpected events which impacted various markets. Equity markets around the world had one of the toughest starts to a year on record, posting double-digit losses during the first 6 weeks of the year. This risk-off sentiment was sparked by multiple factors: weakness in the Chinese economy, a declining Chinese stock market, falling oil prices and the market’s initial anticipation of four Federal Reserve (“the Fed”) rate hikes in 2016. Most of those concerns subsided in mid-February. China’s market stabilized, oil producers talked about decreasing supply, and Janet Yellen, the chairwoman of the Fed, implied there would be fewer rate hikes than initially expected in 2016. The markets strongly rebounded in the second half of February, carrying into March, pushing returns into positive territory for the year. The tables turned again, however, as the May jobs report came in considerably lower than estimates projected and investors waited for the results of the Brexit vote. The long anticipated decision determining whether the U.K. would exit the European Union resulted in a “leave” vote, to the surprise of many. This triggered another short-term sell off, amounting to nearly a $3.6 trillion loss out of stocks worldwide. However, after the Bank of England and the European Central Bank indicated their intentions to loosen credit, the markets rebounded sharply.

The U.S. economy continued to grind along with signs of improvement in the first quarter. Manufacturing data and employment numbers improved. However, wage growth and inflation were still below historical averages. Despite positive signals, the Fed remained cautious. It lowered the projected 2016 U.S. GDP growth rate from 2.2% to 2.0%. Annualized U.S. GDP growth came in at 1.1% in the first quarter, below the Fed’s projection, driven by work force growth and increased productivity.

Second quarter U.S. GDP growth was projected to come in at 2.6%, but came in weaker at 1.2%. Consumer sentiment for the period was relatively positive, and retail sales were up, although limited mainly to online sales and specialty retailers. A small increase in inflation and a slight rebound in energy prices started to push up the Consumer Price Index. The housing market, both in new construction and existing home sales, remained strong. Looking ahead, market fundamentals remain positive. However, the long-term implications of the Brexit vote are unknown and will likely lead to market volatility in the future.

1

 



Equity & Bond Markets Overview (continued)
FIRST INVESTORS LIFE SERIES FUNDS

The Equity Market

The S&P 500 ended the first half of 2016 up 3.84%, and the Dow Jones Industrial Average was up 4.31%. Despite muted corporate earnings, U.S. stocks marked a third consecutive quarterly gain in the second quarter. However, equity markets experienced turbulent swings during the first quarter and increased volatility in the second half of June. The S&P 500 Index plunged more than 10% from the beginning of the year until February 11th, and then gained almost 17% by June 8th. It then lost more than 5% in the two days following the June 23rd Brexit vote, before rallying almost 5% during the final days of the second quarter.

Mid-cap stocks (measured by the S&P 400 Index) have outperformed small and large caps since the beginning of the year. Contrary to 2015, “value” stocks have outperformed “growth” stocks in both quarters. The S&P 500 Value Index has returned 6.24% year-to-date, while the S&P 500 Growth Index is up 1.55%. Higher yielding stocks outperformed, with the Dow Jones US Select Dividend Index returning 15.55% year-to-date, and the Dow Jones US Select REIT Index returning 10.82%. Low and negative global bond yields have driven many investors into dividend-paying stocks, and sectors, such as Real Estate, which have attractive and relatively reliable income.

Most S&P 500 sectors ended the first half of 2016 in positive territory, with Telecom Services and Utilities being the best performing sectors with returns of 24.85% and 23.41%, respectively. Energy was the biggest winner during the second quarter due to the rebound in crude oil prices and domestic production coming offline which eased global oversupply. Energy returned 16.10% year-to-date. Financial Services and Information Technology were the only negative sectors during the review period, down 3.05% and 0.32%, respectively.

International equities were mixed throughout the first half of the year. Developed markets outside the U.S. and Canada (measured by the MSCI EAFE Index) finished the first half down 6.84% in local currency and declined 4.04% in U.S. dollar terms. Conversely, the emerging markets (particularly Latin America) fared well, in part, due to a large rebound in oil prices and other commodities. The MSCI EM Index returned 6.60%, while the MSCI EM Latin America Index returned 25.68%, both in U.S. dollar terms.

The Bond Market

Declining interest rates, in part due to aggressive European Central Bank easing, led U.S. Treasuries to their best first quarter start of a year since 2008. This positive fixed income performance, both domestically and internationally, continued in the second quarter.

2

 



Bonds also benefited from the Fed lowering expectations of the frequency of interest rate hikes going forward. The Fed kept interest rates unchanged at its Federal Open Market Committee meeting in June following the disappointing May employment report. Markets priced in only a 9% chance that the Fed would raise rates by the end of the year as of June’s close, down substantially from the 74% chance it predicted on May 31st.

The U.S. bond market as measured by the BofA Merrill Lynch U.S. Broad Market Index gained 5.42% during the review period. The 2-year U.S. Treasury yield, which is very sensitive to changes in Fed policy, declined from 1.05% as of 12/31/15 to 0.58%. The 10-year U.S. Treasury yield fell from 2.27% to 1.47%. Longer-dated bonds significantly outperformed shorter-dated bonds. Longer-dated issues are more sensitive to positive effects of falling rates, like bond prices rising, due to their longer duration.

Municipal bonds had positive returns each month of the review period, returning 4.41%. Despite elevated issuance, strong demand, including unexpected buying from foreign investors looking for yield, was a major factor in municipal bond market performance. Uncertainty around the economic recovery, the Fed’s lower glide path for interest rate increases, and the U.K. vote created a favorable environment for municipals which tend to be more insulated than other bond sectors from some of these macro concerns.

Investment grade corporate bonds returned 7.56% for the review period. The sector benefited from the European Central Bank’s corporate bond buying program, as well as a general search for yield by investors. Lower quality bonds continued to be the strongest performing sector of the corporate bond market. Energy was the strongest sector as oil rallied from its recent lows.

The high yield bond market showed strong performance, returning 9.20% year-to-date. The lowest credit quality tier of high yield (CCC-rated bonds) struggled into mid-February but rallied back to outperform the higher quality segment with distressed energy companies rallying the most. Demand for the asset class also benefited from investors searching for income.

International fixed income had very strong returns, driven by the downward movement in the U.S. dollar and declining global yields. As of the end of the second quarter, 36% of global government bonds had negative yields. Emerging markets were up 10.22% year-to-date in U.S. dollar terms. Non-U.S. sovereign bonds were up 13.50% year-to-date in U.S. dollar terms.

3

 



Equity & Bond Markets Overview (continued)
FIRST INVESTORS LIFE SERIES FUNDS

Thank you for placing your trust in Foresters Financial. As always, we appreciate the opportunity to serve your investment needs.


The Funds are only available through the purchase of variable life insurance policies and variable annuity contracts issued by Foresters Life Insurance and Annuity Company. The reports do not reflect the additional expenses and charges that are applicable to variable life insurance policies and variable annuity contracts.

This Equity & Bond Markets Overview is not part of the Funds’ financial report and is submitted for the general information of the shareholders of the Funds. It is not authorized for distribution to prospective investors in the Funds, unless preceded or accompanied by an effective prospectus. The views expressed in this Overview reflect those views of the Director of Equities and President of Foresters Investment Management Company, Inc. through the end of the period covered. Any such views are subject to change at any time based upon market or other conditions and we disclaim any responsibility to update such views. This Overview may not be relied upon as investment advice or an indication of current or future trading intent on behalf of any Fund.

There are a variety of risks associated with investing in variable life and annuity subaccounts. For all subaccounts, there is the risk that securities selected by the portfolio manager may perform differently than the overall market or may not meet the portfolio manager’s expectations. For stock subaccounts, the risks include market risk (the risk that the entire stock market will decline because of an event such as a deterioration in the economy or a rise in interest rates), as well as special risks associated with investing in certain types of stock subaccounts such as small-cap, global or international funds. For bond subaccounts, the risks include interest rate risk and credit risk. Interest rate risk is the risk that bonds will decrease in value as interest rates rise. As a general matter, bonds with longer maturities fluctuate more than bonds with shorter maturities in reaction to changes in interest rates. Credit risk is the risk that bonds will decline in value as the result of a decline in the credit rating of the bonds or the economy as a whole, or that the issuer will be unable to pay interest and/or principal when due. There are also special risks associated with investing in certain types of bond subaccounts, including liquidity risk and prepayment and extension risk. To the extent any of the Funds utilize derivatives, they are subject to the risks of using such instruments, including possible counterparty risks, potential losses if the assets or interest rate does not move as expected and the potential for greater losses than if derivatives had not been used. You should consult your prospectus for a precise explanation of the risks associated with your subaccounts.

4

 



Understanding Your Fund’s Expenses (unaudited)
FIRST INVESTORS LIFE SERIES FUNDS

As a mutual fund shareholder, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including advisory fees and other expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000 in each Fund at the beginning of the period, January 1, 2016, and held for the entire six-month period ended June 30, 2016. The calculations assume that no shares were bought or sold during the period. Your actual costs may have been higher or lower, depending on the amount of your investment and the timing of any purchases or redemptions.

Actual Expense Example:

These amounts help you to estimate the actual expenses that you paid over the period. The “Ending Account Value” shown is derived from the Fund’s actual return, and the “Expenses Paid During Period” shows the dollar amount that would have been paid by an investor who started with $1,000 in the Fund. You may use the information here, together with the amount you invested, to estimate the expenses that you paid during the period.

To estimate the expenses you paid on your account during this period simply divide your ending account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.60), then multiply the result by the number given for your Fund under the heading “Expenses Paid During Period”.

Hypothetical Expense Example:

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

Please note that the expenses shown in the table are meant to highlight and help you compare your ongoing costs only and do not reflect any transactional costs. Therefore, the hypothetical expense example 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.

5

 



Fund Expenses (unaudited)
BALANCED INCOME FUND

The examples below show the ongoing costs (in dollars) of investing in your Fund and will help you in comparing these costs with costs of other mutual funds. Please refer to page 5 for a detailed explanation of the information presented in these examples.

       
  Beginning Ending  
  Account Account Expenses Paid
  Value Value During Period
  (1/1/16) (6/30/16) (1/1/16–6/30/16)*
Expense Examples      
Actual $1,000.00 $1,052.90 $6.33
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,018.69 $6.22

 

Expenses are equal to the annualized expense ratio of 1.24%, multiplied by the average account
value over the period, multiplied by 182/366 (to reflect the one-half year period). Expenses paid
during the period are net of expenses waived.

 

Portfolio Composition
TOP TEN SECTORS


Portfolio holdings and allocations are subject to change. Percentages are as of June 30, 2016, and are
based on the total value of investments.

 

6

 



Portfolio of Investments
BALANCED INCOME FUND
June 30, 2016

       
 
 
 
Shares   Security Value
  COMMON STOCKS—38.5%  
  Consumer Discretionary—3.9%  
1,400 American Eagle Outfitters, Inc. $   22,302
1,550 Ford Motor Company 19,483
600 Johnson Controls, Inc. 26,556
500 L Brands, Inc. 33,565
900 Newell Brands, Inc. 43,713
750 Regal Entertainment Group – Class “A” 16,530
2,500 Stein Mart, Inc. 19,300
650 Tupperware Brands Corporation 36,582
100 Whirlpool Corporation 16,664
400   Wyndham Worldwide Corporation 28,492
      263,187
  Consumer Staples—5.8%  
1,150 Altria Group, Inc. 79,304
700 Coca-Cola Company 31,731
1,250 Koninklijke Ahold NV (ADR) 27,650
400 Nu Skin Enterprises, Inc. – Class “A” 18,476
600 PepsiCo, Inc. 63,564
850 Philip Morris International, Inc. 86,462
250 Procter & Gamble Company 21,168
600 Sysco Corporation 30,444
450   Wal-Mart Stores, Inc. 32,859
      391,658
  Energy—1.8%  
100 Chevron Corporation 10,483
250 ExxonMobil Corporation 23,435
250 Marathon Petroleum Corporation 9,490
100 Occidental Petroleum Corporation 7,556
700 PBF Energy, Inc. – Class “A” 16,646
150 Phillips 66 11,901
300 Royal Dutch Shell, PLC – Class “A” (ADR) 16,566
150 Schlumberger, Ltd. 11,862
600   Suncor Energy, Inc. 16,638
      124,577

 

7

 



Portfolio of Investments (continued)
BALANCED INCOME FUND
June 30, 2016

       
 
 
 
Shares   Security Value
  Financials—5.9%  
350 Ameriprise Financial, Inc. $   31,447
500 Berkshire Hills Bancorp, Inc. 13,460
1,250 Brixmor Property Group, Inc. (REIT) 33,075
700 Chesapeake Lodging Trust (REIT) 16,275
300 Chubb, Ltd. 39,213
700 Discover Financial Services 37,513
2,850 FelCor Lodging Trust, Inc. (REIT) 17,755
500 JPMorgan Chase & Company 31,070
700 MetLife, Inc. 27,881
250 PNC Financial Services Group, Inc. 20,348
1,643 Sunstone Hotel Investors, Inc. (REIT) 19,831
700 Tanger Factory Outlet Centers, Inc. (REIT) 28,126
800 U.S. Bancorp 32,264
800 Urstadt Biddle Properties, Inc. – Class “A” (REIT) 19,824
850 Waddell & Reed Financial, Inc. – Class “A” 14,637
450   Wells Fargo & Company 21,299
      404,018
  Health Care—4.7%  
850 Abbott Laboratories 33,413
1,000 AbbVie, Inc. 61,910
1,200 GlaxoSmithKline, PLC (ADR) 52,008
500 Johnson & Johnson 60,650
750 Merck & Company, Inc. 43,208
2,000   Pfizer, Inc. 70,420
      321,609
  Industrials—4.3%  
400 3M Company 70,048
900 General Electric Company 28,332
400 Honeywell International, Inc. 46,528
1,000 Koninklijke Philips NV 24,940
250 Lockheed Martin Corporation 62,043
1,700 TAL International Group, Inc. 22,797
700 Textainer Group Holdings, Ltd. 7,798
200 Tyco International, PLC 8,520
200   United Technologies Corporation 20,510
      291,516

 

8

 



        
 
  
  
Shares   Security Value
  Information Technology—5.9%  
700 Apple, Inc. $   66,920
900 Applied Materials, Inc. 21,573
1,650 Cisco Systems, Inc. 47,338
1,200 HP, Inc. 15,060
800 Intel Corporation 26,240
200 International Business Machines Corporation 30,356
1,100 Maxim Integrated Products, Inc. 39,259
1,250 Microsoft Corporation 63,963
800 QUALCOMM, Inc. 42,856
1,300 Symantec Corporation 26,702
1,600   Travelport Worldwide, Ltd. 20,624
      400,891
  Materials—.9%  
200 Praxair, Inc. 22,478
400 RPM International, Inc. 19,980
800   Steel Dynamics, Inc. 19,600
      62,058
  Telecommunication Services—1.7%  
1,500 AT&T, Inc. 64,815
900   Verizon Communications, Inc. 50,256
      115,071
  Utilities—3.6%  
800 AGL Resources, Inc. 52,776
500 Black Hills Corporation 31,520
500 Duke Energy Corporation 42,895
750 Exelon Corporation 27,270
1,000 NiSource, Inc. 26,520
450 SCANA Corporation 34,047
400   WEC Energy Group, Inc. 26,120
      241,148
Total Value of Common Stocks (cost $2,507,205) 2,615,733

 

9

 



Portfolio of Investments (continued)
BALANCED INCOME FUND
June 30, 2016

       
 
 
Principal    
Amount   Security Value
  CORPORATE BONDS—32.8%  
  Automotive—1.6%  
$ 50M Johnson Controls, Inc., 5%, 3/30/2020 $   54,757
50M   O’Reilly Automotive, Inc., 3.55%, 3/15/2026 52,529
      107,286
  Chemicals—.8%  
50M   Dow Chemical Co., 4.25%, 11/15/2020 54,756
  Energy—1.6%  
50M Magellan Midstream Partners, LP, 5%, 3/1/2026 56,670
50M   Plains All American Pipeline, LP, 5.875%, 8/15/2016 50,241
      106,911
  Financial Services—3.9%  
100M American International Group, Inc., 3.75%, 7/10/2025 102,110
50M Ameriprise Financial, Inc., 5.3%, 3/15/2020 56,057
50M Berkshire Hathaway, Inc., 3.4%, 1/31/2022 54,007
50M   General Electric Capital Corp., 3.1%, 1/9/2023 53,458
      265,632
  Financials—10.7%  
100M Bank of America Corp., 5.875%, 2/7/2042 126,687
100M Capital One Financial Corp., 3.75%, 4/24/2024 104,503
50M Citigroup, Inc., 4.5%, 1/14/2022 55,335
50M Deutsche Bank AG, 3.7%, 5/30/2024 49,787
50M Goldman Sachs Group, Inc., 3.625%, 1/22/2023 52,524
50M JPMorgan Chase & Co., 4.5%, 1/24/2022 55,684
  Morgan Stanley:  
50M 5.5%, 7/28/2021 57,158
50M 7.25%, 4/1/2032 69,491
50M U.S. Bancorp, 3.6%, 9/11/2024 53,916
50M Visa, Inc., 3.15%, 12/14/2025 53,520
50M   Wells Fargo & Co., 3.9%, 5/1/2045 52,619
      731,224
  Food/Beverage/Tobacco—1.7%  
100M   Anheuser-Busch InBev Finance, Inc., 4.7%, 2/1/2036 112,737

 

10

 



       
 
 
Principal    
Amount   Security Value
  Food/Drug—.8%  
$ 50M   CVS Health Corp., 3.875%, 7/20/2025 $   55,102
  Health Care—1.6%  
100M   Gilead Sciences, Inc., 3.65%, 3/1/2026 108,949
  Information Technology—1.5%  
50M Apple, Inc., 2.5%, 2/9/2025 50,844
50M   Oracle Corp., 2.95%, 5/15/2025 52,024
      102,868
  Media-Broadcasting—.8%  
50M   Comcast Corp., 4.25%, 1/15/2033 55,268
  Real Estate Investment Trusts—1.6%  
50M AvalonBay Communities, Inc., 3.5%, 11/15/2024 52,756
50M   Simon Property Group, LP, 3.375%, 10/1/2024 53,688
      106,444
  Retail-General Merchandise—.9%  
50M   Amazon.com, Inc., 4.8%, 12/5/2034 58,994
  Telecommunications—1.6%  
50M AT&T, Inc., 3.8%, 3/15/2022 53,184
50M   Verizon Communications, Inc., 5.15%, 9/15/2023 58,320
      111,504
  Transportation—.9%  
50M   Burlington North Santa Fe, LLC, 5.15%, 9/1/2043 61,167
  Utilities—2.8%  
50M Dominion Resources, Inc., 3.9%, 10/1/2025 53,664
25M Duke Energy Progress, Inc., 4.15%, 12/1/2044 27,600
50M Ohio Power Co., 5.375%, 10/1/2021 58,120
50M   Oklahoma Gas & Electric Co., 4%, 12/15/2044 53,676
      193,060
Total Value of Corporate Bonds (cost $2,134,409) 2,231,902

 

11

 



Portfolio of Investments (continued)
BALANCED INCOME FUND
June 30, 2016

                 
  
Principal      
Amount      
or Shares   Security         Value
  RESIDENTIAL MORTGAGE-BACKED  
  SECURITIES—10.8%    
  Fannie Mae:    
$ 99M 3%, 4/1/2046   $   102,967
397M 3.5%, 11/1/2045 – 7/14/2046 (a)   419,069
198M   4%, 10/1/2035 – 7/14/2046 (a)         212,366
Total Value of Residential Mortgage-Backed Securities (cost $727,491)       734,402
  U.S. GOVERNMENT OBLIGATIONS—10.7%  
  U.S. Treasury Notes:    
500M 0.3372%, 7/31/2017 †   500,100
225M   0.5322%, 1/31/2018 †         225,479
Total Value of U.S. Government Obligations (cost $724,866)       725,579
  EXCHANGE TRADED FUNDS—2.7%    
2,175 iShares iBoxx USD High Yield Corporate Bond ETF  
    (ETF) (cost $178,482)         184,201
  SHORT-TERM U.S. GOVERNMENT AGENCY  
  OBLIGATIONS—7.4%    
$500M   Federal Home Loan Bank, 0.35%, 8/26/2016 (cost $499,728)       499,813
Total Value of Investments (cost $6,772,181) 102.9 % 6,991,630
Excess of Liabilities Over Other Assets (2.9 )     (194,168)
Net Assets     100.0 %     $6,797,462

 

(a)  A portion or all of the security purchased on a when-issued or delayed delivery basis (see
Note 1G).
 
†  Interest rates are determined and reset periodically. The interest rates above are the rates in effect
at June 30, 2016.
 
Summary of Abbreviations:
ADR American Depositary Receipts
ETF Exchange Traded Fund
REIT Real Estate Investment Trust
 

 

 

12

 



The Fund’s assets and liabilities are classified into the following three levels based on the inputs used to value the assets and liabilities:

Level 1 — Unadjusted quoted prices in active markets for identical securities that the Fund has the ability to access.

Level 2 — Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

Level 3 — Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumption about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

The inputs methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. For example, U.S. Government securities are reflected as Level 2 because the inputs used to determine fair value may not always be quoted prices in an active market.

The following is a summary, by category of Level, of inputs used to value the Fund’s investments as of June 30, 2016:

    Level 1   Level 2   Level 3   Total
Common Stocks $  2,615,733 $  — $  — $  2,615,733
Corporate Bonds 2,231,902 2,231,902
Residential Mortgage-Backed        
Securities 734,402 734,402
U.S. Government Obligations 725,579 725,579
Exchange Traded Funds 184,201 184,201
Short-Term U.S. Government        
Agency Obligations     499,813     499,813
Total Investments in Securities* $  2,799,934 $  4,191,696 $  — $  6,991,630

 

The Portfolio of Investments provides information on the industry categorization for common
stocks and corporate bonds.
 
There were no transfers into or from Level 1 and Level 2 by the Fund for the period ended
June 30, 2016. Transfers, if any, between Levels are recognized at the end of the reporting period.

 

See notes to financial statements 13

 



Fund Expenses (unaudited)
CASH MANAGEMENT FUND

The examples below show the ongoing costs (in dollars) of investing in your Fund and will help you in comparing these costs with costs of other mutual funds. Please refer to page 5 for a detailed explanation of the information presented in these examples.

 
       
  Beginning Ending  
  Account Account Expenses Paid
  Value Value During Period
  (1/1/16) (6/30/16) (1/1/16–6/30/16)*
Expense Examples      
Actual $1,000.00 $1,000.00 $1.79
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,023.07 $1.81

 

Expenses are equal to the annualized expense ratio of .36%, multiplied by the average account
value over the period, multiplied by 182/366 (to reflect the one-half year period). Expenses paid
during the period are net of expenses waived and/or assumed.

 

Portfolio Composition
BY SECTOR


Portfolio holdings and allocations are subject to change. Percentages are as of June 30, 2016, and are
based on the total value of investments.

 

14

 



Portfolio of Investments
CASH MANAGEMENT FUND
June 30, 2016

           
 
 
Principal   Interest  
Amount   Security Rate * Value
  U.S. GOVERNMENT AGENCY    
  OBLIGATIONS—53.1%    
  Fannie Mae:    
$300M 8/10/2016 0.26 % $      299,913
385M 8/31/2016 0.27 384,824
  Federal Home Loan Bank:    
700M 7/5/2016 0.29 699,978
600M 7/11/2016 0.28 599,953
680M 7/20/2016 0.35 679,874
800M 7/22/2016 0.34 799,841
300M 9/1/2016 0.39 299,799
400M 9/6/2016 0.39 399,710
400M 9/7/2016 0.39 399,705
175M 10/18/2016 0.55 174,708
175M 11/4/2016 0.55 174,663
500M   Freddie Mac, 7/13/2016 0.43   499,928
Total Value of U.S. Government Agency Obligations (cost $5,412,896)      5,412,896
  VARIABLE AND FLOATING RATE NOTES—28.3%  
  Federal Farm Credit Bank:    
140M 7/15/2016 0.63 139,996
400M 8/26/2016 0.47 399,980
200M 10/11/2016 0.47 199,976
250M 12/19/2016 0.45 249,940
500M 4/20/2017 0.50 500,081
  Federal Home Loan Bank:    
400M 7/25/2016 0.44 400,000
500M 1/27/2017 0.44 500,004
500M Valdez, AK Marine Term. Rev. (Exxon Pipeline Co.,    
    Project B), 12/1/2033 0.37   500,000
Total Value of Variable and Floating Rate Notes (cost $2,889,977)     2,889,977
  CORPORATE NOTES—9.3%    
450M Microsoft Corp., 8/3/2016 (a) 0.40 449,835
500M   Pfizer, Inc., 9/19/2016 (a) 0.46   499,489
Total Value of Corporate Notes (cost $949,324)     949,324

 

15

 



Portfolio of Investments (continued)
CASH MANAGEMENT FUND
June 30, 2016

                
 
 
Principal   Interest  
Amount   Security     Rate * Value
  SHORT-TERM U.S. GOVERNMENT    
  OBLIGATIONS—5.9%    
  U.S. Treasury Bills:    
$100M 7/28/2016 0.39 % $       99,971
500M   8/4/2016     0.25   499,882
Total Value of Short-Term U.S. Government Obligations (cost $599,853)   599,853
Total Value of Investments (cost $9,852,050)** 96.6 % 9,852,050
Other Assets, Less Liabilities 3.4       346,145
Net Assets     100.0 %     $10,198,195

 

The interest rates shown are the effective rates at the time of purchase by the Fund. The interest
rates shown on variable and floating rate notes are adjusted periodically; the rates shown are the
rates in effect at June 30, 2016.
 
**  Aggregate cost for federal income tax purposes is the same.
 
(a)  Security exempt from registration under Section 4(2) of the Securities Act of 1933 (see Note 5).

 

16

 



The Fund’s assets and liabilities are classified into the following three levels based on the inputs used to value the assets and liabilities:

Level 1 — Unadjusted quoted prices in active markets for identical securities that the Fund has the ability to access.

Level 2 — Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

Level 3 — Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumption about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

The inputs methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. For example, U.S. Government securities are reflected as Level 2 because the inputs used to determine fair value may not always be quoted prices in an active market.

The following is a summary, by category of Level, of inputs used to value the Fund’s investments as of June 30, 2016:

    Level 1   Level 2   Level 3   Total
U.S. Government Agency        
Obligations $  — $  5,412,896 $  — $  5,412,896
Variable and Floating Rate Notes:        
U.S. Government Agency        
Obligations 2,389,977 2,389,977
Municipal Bonds 500,000 500,000
Corporate Notes 949,324 949,324
Short-Term U.S. Government        
Obligations     599,853     599,853
Total Investments in Securities $  — $  9,852,050 $  — $  9,852,050

 

There were no transfers into or from Level 1 and Level 2 by the Fund for the period ended
June 30, 2016. Transfers, if any, between Levels are recognized at the end of the reporting period.

 

See notes to financial statements 17

 



Fund Expenses (unaudited)
COVERED CALL STRATEGY FUND

The examples below show the ongoing costs (in dollars) of investing in your Fund and will help you in comparing these costs with costs of other mutual funds. Please refer to page 5 for a detailed explanation of the information presented in these examples.

       
  Beginning Ending  
  Account Account Expenses Paid
  Value Value During Period
  (5/2/16)* (6/30/16) (5/2/16–6/30/16)**
Expense Examples      
Actual $1,000.00 $1,008.00 $3.34
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,004.87 $3.34

 

Commencement of operations.
 
**  Actual expenses reflect only from the commencement of operations to the end of the period
covered (May 2, 2016 through June 30, 2016). Therefore expenses shown are lower than would
be expected for a six month period. Actual expenses for the six-month period will be reflected
in future reports. Expenses are equal to the annualized expense ratio of 2.03%, multiplied by
the average account value over the period, multiplied by 60/366 (to reflect the inception period).
Expenses paid during the period are net of expenses waived and/or assumed.

 

Portfolio Composition
BY SECTOR


Portfolio holdings and allocations are subject to change. Percentages are as of June 30, 2016, and are
based on the total value of investments.

 

18

 



Portfolio of Investments
COVERED CALL STRATEGY FUND
June 30, 2016

       
 
 
 
Shares   Security Value
  COMMON STOCKS—101.2%  
  Consumer Discretionary—17.0%  
6,700 Ford Motor Company $      84,219
4,200 General Motors Company 118,860
1,700 Home Depot, Inc. 217,073
2,300 Ross Stores, Inc. 130,387
2,000 Time Warner, Inc. 147,080
900 Walt Disney Company 88,038
800   Whirlpool Corporation 133,312
      918,969
  Consumer Staples—8.0%  
2,200 CVS Health Corporation 210,628
2,100   PepsiCo, Inc. 222,474
      433,102
  Energy—2.7%  
1,400   Chevron Corporation 146,762
  Financials—16.3%  
400 BlackRock, Inc. 137,012
2,700 JPMorgan Chase & Company 167,778
1,100 SPDR Dow Jones Industrial Average ETF Trust (ETF) 196,988
1,100 SPDR S&P 500 ETF Trust (ETF) 230,483
3,700   U.S. Bancorp 149,221
      881,482
  Health Care—11.1%  
200  * Allergan, PLC 46,218
1,500 Johnson & Johnson 181,950
2,000 Medtronic, PLC 173,540
5,600   Pfizer, Inc. 197,176
      598,884
  Industrials—18.5%  
800 Boeing Company 103,896
4,000 Delta Air Lines, Inc. 145,720
3,500 General Electric Company 110,180
1,700   Honeywell International, Inc. 197,744

 

19

 



Portfolio of Investments (continued)
COVERED CALL STRATEGY FUND
June 30, 2016

               
 
 
 
Shares   Security         Value
  Industrials (continued)    
1,300 Raytheon Company   $      176,735
1,800 Union Pacific Corporation   157,050
1,100   United Technologies Corporation         112,805
              1,004,130
  Information Technology—17.9%    
2,500 Apple, Inc.   239,000
6,500 Cisco Systems, Inc.   186,485
5,800 EMC Corporation   157,586
4,900 Intel Corporation   160,720
400 International Business Machines Corporation   60,712
3,100   QUALCOMM, Inc.         166,067
              970,570
  Materials—3.0%    
3,300   Dow Chemical Company         164,043
  Telecommunication Services—6.7%    
4,700 AT&T, Inc.   203,087
2,900   Verizon Communications, Inc.         161,936
              365,023
Total Value of Common Stocks (cost $5,465,129) 101.2 % 5,482,965
Excess of Liabilities Over Other Assets (1.2 )     (66,650)
Net Assets      100.0 %      $5,416,315

 

Non income producing
 
Summary of Abbreviations:
ETF Exchange Traded Fund

 

20

 



         
  Expiration Exercise    
CALL OPTIONS WRITTEN—3.4% Date Price Contracts Value
Allergan, PLC 10/21/16 $240.00 2 $   2,400
Apple, Inc. 7/15/16 100.00 15 150
Apple, Inc. 8/19/16 105.00 10 360
AT&T, Inc 7/1/16 38.50 47 21,714
BlackRock, Inc. 10/21/16 350.00 4 4,480
Boeing Company 11/18/16 135.00 8 3,640
Chevron Corporation 7/15/16 100.00 14 6,762
Cisco Systems, Inc. 10/21/16 28.00 65 9,620
CVS Health Corporation 7/29/16 95.00 22 3,938
Delta Air Lines, Inc. 7/15/16 40.00 40 880
Dow Chemical Company 7/8/16 53.00 33 446
EMC Corporation 1/19/18 27.00 58 11,687
Ford Motor Company 7/15/16 14.00 67 67
General Electric Company 10/21/16 31.00 35 5,005
General Motors Company 9/16/16 31.00 42 1,344
Home Depot, Inc. 8/19/16 135.00 17 1,190
Honeywell International, Inc. 12/16/16 120.00 17 5,797
Intel Corporation 7/15/16 32.00 16 1,600
Intel Corporation 10/21/16 30.00 33 10,725
International Business Machines        
Corporation 7/15/16 152.50 4 608
Johnson & Johnson 7/15/16 116.00 15 7,755
JPMorgan Chase & Company 9/16/16 65.00 27 2,997
Medtronic, PLC 8/19/16 80.00 5 3,450
Medtronic, PLC 8/19/16 85.00 15 4,305
PepsiCo, Inc. 7/15/16 105.00 21 4,095
Pfizer, Inc. 8/19/16 35.00 56 4,872
QUALCOMM, Inc. 8/19/16 55.00 31 3,999
Raytheon Company 8/19/16 130.00 13 9,100
Ross Stores, Inc 11/18/16 57.50 23 7,130
SPDR Dow Jones Industrial Average        
ETF Trust 7/15/16 175.00 11 4,994
SPDR S&P 500 ETF Trust 7/15/16 204.00 5 3,015
SPDR S&P 500 ETF Trust 7/15/16 207.00 6 2,220
Time Warner, Inc. 10/21/16 75.00 20 5,800
U.S. Bancorp 9/16/16 43.00 37 1,554
Union Pacific Corporation 11/18/16 87.50 18 8,370
United Technologies Corporation 8/19/16 105.00 11 1,342
Verizon Communications, Inc 7/15/16 52.50 29 9,715
Walt Disney Company 7/15/16 100.00 9 198
Whirlpool Corporation 9/16/16 170.00 8 5,440
Total Call Options Written (premium received $168,761)     $182,764

 

21

 



Portfolio of Investments (continued)
COVERED CALL STRATEGY FUND
June 30, 2016

The Fund’s assets and liabilities are classified into the following three levels based on the inputs used to value the assets and liabilities:

Level 1 — Unadjusted quoted prices in active markets for identical securities that the Fund has the ability to access.

Level 2 — Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

Level 3 — Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumption about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

The inputs methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. For example, U.S. Government securities are reflected as Level 2 because the inputs used to determine fair value may not always be quoted prices in an active market.

The following is a summary, by category of Level, of inputs used to value the Fund’s investments as of June 30, 2016:

    Level 1   Level 2   Level 3   Total
Assets        
Common Stocks* $  5,482,965 $  — $  — $  5,482,965
Liabilities        
Call Options Written $  (182,764) $  — $  — $  (182,764)

 

The Portfolio of Investments provides information on the industry categorization for common stocks.
 
There were no transfers into or from Level 1 and Level 2 by the Fund for the period ended
June 30, 2016. Transfers, if any, between Levels are recognized at the end of the reporting period.

 

22 See notes to financial statements

 



Fund Expenses (unaudited)
EQUITY INCOME FUND

The examples below show the ongoing costs (in dollars) of investing in your Fund and will help you in comparing these costs with costs of other mutual funds. Please refer to page 5 for a detailed explanation of the information presented in these examples.

       
  Beginning Ending  
  Account Account Expenses Paid
  Value Value During Period
  (1/1/16) (6/30/16) (1/1/16–6/30/16)*
Expense Examples      
Actual $1,000.00 $1,052.15 $4.23
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,020.73 $4.17

 

Expenses are equal to the annualized expense ratio of .83%, multiplied by the average account
value over the period, multiplied by 182/366 (to reflect the one-half year period).

 

Portfolio Composition
BY SECTOR


Portfolio holdings and allocations are subject to change. Percentages are as of June 30, 2016, and are
based on the total value of investments.

 

23

 



Portfolio of Investments
EQUITY INCOME FUND
June 30, 2016

       
 
 
 
Shares   Security Value
  COMMON STOCKS—92.9%  
  Consumer Discretionary—9.1%  
13,200 American Eagle Outfitters, Inc. $        210,276
5,787 CBS Corporation – Class “B” 315,044
17,650 Comcast Corporation – Special Shares “A” 1,150,603
7,600 Delphi Automotive, PLC 475,760
44,850 Ford Motor Company 563,765
2,150 Harman International Industries, Inc. 154,413
8,050 Home Depot, Inc. 1,027,905
12,300 Johnson Controls, Inc. 544,398
2,700 L Brands, Inc. 181,251
3,750 Lear Corporation 381,600
6,900 McDonald’s Corporation 830,346
19,737 Newell Brands, Inc. 958,626
37,400 Regal Entertainment Group – Class “A” 824,296
11,016 Time Warner, Inc. 810,117
8,500 Tupperware Brands Corporation 478,380
4,300 Walt Disney Company 420,626
1,800 Whirlpool Corporation 299,952
6,300   Wyndham Worldwide Corporation 448,749
      10,076,107
  Consumer Staples—9.6%  
27,600 Altria Group, Inc. 1,903,296
17,600 Coca-Cola Company 797,808
14,600 CVS Health Corporation 1,397,804
3,850 Dr. Pepper Snapple Group, Inc. 372,026
4,500 Kimberly-Clark Corporation 618,660
11,400 Koninklijke Ahold NV (ADR) 252,168
3,666 Kraft Heinz Company 324,368
12,000 PepsiCo, Inc. 1,271,280
15,900 Philip Morris International, Inc. 1,617,348
15,300 Procter & Gamble Company 1,295,451
10,200   Wal-Mart Stores, Inc. 744,804
      10,595,013
  Energy—7.4%  
16,800 Chevron Corporation 1,761,144
21,050 ConocoPhillips 917,780
15,400 Devon Energy Corporation 558,250
16,500 Exxon Mobil Corporation 1,546,710
6,500   Halliburton Company 294,385

 

24

 



       
 
 
 
Shares   Security Value
  Energy (continued)  
11,900 Marathon Petroleum Corporation $        451,724
14,600 Occidental Petroleum Corporation 1,103,176
12,400 PBF Energy, Inc. – Class “A” 294,872
12,500 Royal Dutch Shell, PLC – Class “A” (ADR) 690,250
3,600 Schlumberger, Ltd. 284,688
13,200   Suncor Energy, Inc. 366,036
      8,269,015
  Financials—19.3%  
28,800 AllianceBernstein Holding, LP (MLP) 671,040
8,550 American Express Company 519,498
4,050 Ameriprise Financial, Inc. 363,892
19,800 Bank of New York Mellon Corporation 769,230
28,950 Berkshire Hills Bancorp, Inc. 779,334
37,300 Brixmor Property Group, Inc. (REIT) 986,958
20,000 Chesapeake Lodging Trust (REIT) 465,000
13,567 Chubb, Ltd. 1,773,343
30,800 Citizens Financial Group, Inc. 615,384
16,850 Discover Financial Services 902,991
35,870 Financial Select Sector SPDR Fund (ETF) 818,912
12,000 Invesco, Ltd. 306,480
18,100 iShares S&P U.S. Preferred Stock Index Fund (ETF) 722,009
8,650 iShares U.S. Real Estate ETF (ETF) 711,895
26,300 JPMorgan Chase & Company 1,634,282
30,500 MetLife, Inc. 1,214,815
15,900 Oritani Financial Corporation 254,241
16,810 Outfront Media, Inc. 406,298
10,000 PNC Financial Services Group, Inc. 813,900
5,400 Prosperity Bancshares, Inc. 275,346
7,000 Select Income REIT (REIT) 181,930
9,700 SPDR S&P Regional Banking (ETF) 371,995
42,700 Sterling Bancorp 670,390
25,300 Sunstone Hotel Investors, Inc. (REIT) 305,371
13,500 Tanger Factory Outlet Centers, Inc. (REIT) 542,430
5,400 Travelers Companies, Inc. 642,816
20,600 U.S. Bancorp 830,798
32,500 Urstadt Biddle Properties, Inc. – Class “A” (REIT) 805,350
13,700 Waddell & Reed Financial, Inc. – Class “A” 235,914
38,550   Wells Fargo & Company 1,824,572
      21,416,414

 

25

 



Portfolio of Investments (continued)
EQUITY INCOME FUND
June 30, 2016

       
 
 
 
Shares   Security Value
  Health Care—12.6%  
13,900 Abbott Laboratories $        546,409
19,300 AbbVie, Inc. 1,194,863
900 * Allergan, PLC 207,981
8,192 Baxter International, Inc. 370,442
5,200 Gilead Sciences, Inc. 433,785
10,050 GlaxoSmithKline, PLC (ADR) 435,567
21,350 Johnson & Johnson 2,589,755
1,910 McKesson Corporation 356,502
10,412 Medtronic, PLC 903,449
37,020 Merck & Company, Inc. 2,132,722
76,885 Pfizer, Inc. 2,707,121
15,600 Phibro Animal Health Corporation – Class “A” 291,096
3,061 Shire, PLC (ADR) 563,469
4,950 Thermo Fisher Scientific, Inc. 731,412
9,990   Zoetis, Inc. 474,125
      13,938,698
  Industrials—10.3%  
5,400 3M Company 945,648
4,600 A.O. Smith Corporation 405,306
8,600 Eaton Corporation, PLC 513,678
5,750 * Generac Holdings, Inc. 201,020
3,000 General Dynamics Corporation 417,720
69,730 General Electric Company 2,195,100
11,800 Honeywell International, Inc. 1,372,576
8,500 Industrial Select Sector SPDR Fund (ETF) 475,660
12,550 ITT, Inc. 401,349
5,700 Koninklijke Philips NV (ADR) 142,158
3,680 Lockheed Martin Corporation 913,266
13,300 Nielsen Holdings, PLC 691,201
4,350 Snap-On, Inc. 686,517
7,625 Tyco International, PLC 324,825
8,300 United Parcel Service, Inc. – Class “B” 894,076
7,900   United Technologies Corporation 810,145
      11,390,245
  Information Technology—11.4%  
8,690 Apple, Inc. 830,764
34,000 Applied Materials, Inc. 814,980
5,450 Automatic Data Processing, Inc. 500,691
1,000   Broadcom, Ltd. 155,400

 

26

 



       
 
 
 
Shares   Security Value
  Information Technology (continued)  
63,200 Cisco Systems, Inc. $        1,813,208
25,000 EMC Corporation 679,250
20,900 Hewlett Packard Enterprise Company 381,843
26,800 HP, Inc. 336,340
32,300 Intel Corporation 1,059,440
9,600 Juniper Networks, Inc. 215,904
10,950 Lam Research Corporation 920,457
11,900 Microchip Technology, Inc. 604,044
41,750 Microsoft Corporation 2,136,348
13,500 QUALCOMM, Inc. 723,195
10,700 Silicon Motion Technology Corporation (ADR) 511,460
7,500 TE Connectivity, Ltd. 428,325
10,900 Technology Select Sector SPDR Fund (ETF) 472,624
823   Western Digital Corporation 38,895
      12,623,168
  Materials—3.8%  
16,450 Dow Chemical Company 817,730
10,590 DuPont (E.I.) de Nemours & Company 686,232
25,100 * Ferro Corporation 335,838
14,100 International Paper Company 597,558
6,300 LyondellBasell Industries NV – Class “A” 468,846
24,200 Olin Corporation 601,128
12,600 Steel Dynamics, Inc. 308,700
9,490   WestRock Company 368,876
      4,184,908
  Telecommunication Services—4.0%  
49,760 AT&T, Inc. 2,150,130
41,400   Verizon Communications, Inc. 2,311,776
      4,461,906
  Utilities—5.4%  
11,050 AGL Resources, Inc. 728,968
7,350 American Electric Power Company, Inc. 515,161
25,900 CenterPoint Energy, Inc. 621,600
6,750 Dominion Resources, Inc. 526,027
6,900 Duke Energy Corporation 591,951
21,200   Exelon Corporation 770,832

 

27

 



Portfolio of Investments (continued)
EQUITY INCOME FUND
June 30, 2016

               
 
Shares or        
Principal        
Amount   Security         Value
  Utilities (continued)      
4,000 NextEra Energy, Inc.   $        521,600
7,400 Portland General Electric Company     326,488
24,700 PPL Corporation     932,425
8,300   Vectren Corporation         437,161
              5,972,213
Total Value of Common Stocks (cost $76,395,063)         102,927,687
  PREFERRED STOCKS—1.8%      
  Financials—1.4%      
200 Citizens Financial Group, Inc., Series A, 5.5%, 2049   192,240
11,400 Digital Realty Trust, Inc., Series G (REIT), 5.875%, 2049   294,348
21,200 JPMorgan Chase & Co., Series Y, 6.125%, 2049   568,160
  Urstadt Biddle Properties, Inc. (REIT):      
9,000 Series F , 7.125%, 2049     239,940
11,000   Series G, 6.75%, 2049         306,900
              1,601,588
  Health Care—.4%      
500   Allergan, PLC, Series A, 5.5%, 2018         416,810
Total Value of Preferred Stocks (cost $2,019,492)         2,018,398
  SHORT-TERM U.S. GOVERNMENT AGENCY    
  OBLIGATIONS—4.1%      
  Federal Home Loan Bank:      
$  500M 0.26%, 7/29/2016     499,938
2,000M 0.305%, 8/3/2016     1,999,560
2,000M   0.32%, 8/15/2016         1,999,400
Total Value of Short-Term U.S. Government Agency Obligations (cost $4,498,540)   4,498,898
Total Value of Investments (cost $82,913,095) 98.8 %   109,444,983
Other Assets, Less Liabilities 1.2       1,309,599
Net Assets     100.0 % $110,754,582

 

Non-income producing

 

28

 



Summary of Abbreviations:
ADR American Depositary Receipts
ETF Exchange Traded Fund
MLP Master Limited Partnership
REIT Real Estate Investment Trust

 

The Fund’s assets and liabilities are classified into the following three levels based on the inputs used to value the assets and liabilities:

Level 1 — Unadjusted quoted prices in active markets for identical securities that the Fund has the ability to access.

Level 2 — Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

Level 3 — Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumption about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

The inputs methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. For example, U.S. Government securities are reflected as Level 2 because the inputs used to determine fair value may not always be quoted prices in an active market.

The following is a summary, by category of Level, of inputs used to value the Fund’s investments as of June 30, 2016:

    Level 1   Level 2   Level 3   Total
Common Stocks $ 102,927,687 $  — $  — $ 102,927,687
Preferred Stocks 2,018,398 2,018,398
Short-Term U.S. Government        
Agency Obligations     4,498,898     4,498,898
Total Investments in Securities* $ 104,946,085 $  4,498,898 $  — $ 109,444,983

 

The Portfolio of Investments provides information on the industry categorization for common stocks
and preferred stocks.
 
There were no transfers into or from Level 1 and Level 2 by the Fund for the period ended
June 30, 2016. Transfers, if any, between Levels are recognized at the end of the reporting period.

 

See notes to financial statements 29

 



Fund Expenses (unaudited)
FUND FOR INCOME

The examples below show the ongoing costs (in dollars) of investing in your Fund and will help you in comparing these costs with costs of other mutual funds. Please refer to page 5 for a detailed explanation of the information presented in these examples.

       
  Beginning Ending  
  Account Account Expenses Paid
  Value Value During Period
  (1/1/16) (6/30/16) (1/1/16–6/30/16)*
Expense Examples      
Actual $1,000.00 $1,057.07 $4.55
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,020.43 $4.47

 

Expenses are equal to the annualized expense ratio of .89%, multiplied by the average account
value over the period, multiplied by 182/366 (to reflect the one-half year period).

 

Portfolio Composition
BY SECTOR


Portfolio holdings and allocations are subject to change. Percentages are as of June 30, 2016, and are
based on the total value of investments.

 

30

 



Portfolio of Investments
FUND FOR INCOME
June 30, 2016

       
 
 
 
Principal    
Amount   Security Value
  CORPORATE BONDS—87.4%  
  Aerospace/Defense—.5%  
  Meccanica Holdings USA, Inc.:  
$ 100M 6.25%, 7/15/2019 (a) $      108,750
275M 7.375%, 7/15/2039 (a) 290,125
100M   6.25%, 1/15/2040 (a) 94,000
      492,875
  Automotive—4.5%  
  American Axle & Manufacturing, Inc.:  
400M 6.25%, 3/15/2021 416,500
250M 6.625%, 10/15/2022 268,750
250M Asbury Automotive Group, Inc., 6%, 12/15/2024 253,125
  Dana Holding Corp.:  
200M 6%, 9/15/2023 204,000
250M 5.5%, 12/15/2024 238,750
250M Fiat Chrysler Automobiles NV, 5.25%, 4/15/2023 249,375
200M Goodyear Tire & Rubber Co., 7%, 5/15/2022 213,750
  Group 1 Automotive, Inc.:  
325M 5%, 6/1/2022 321,750
200M 5.25%, 12/15/2023 (a) 197,500
225M Hertz Corp., 6.75%, 4/15/2019 229,742
500M LKQ Corp., 4.75%, 5/15/2023 493,750
375M Meritor, Inc., 6.25%, 2/15/2024 322,500
425M Omega U.S. Sub, LLC, 8.75%, 7/15/2023 (a) 418,625
75M Oshkosh Corp., 5.375%, 3/1/2022 77,625
325M Schaeffler Finance BV, 4.75%, 5/15/2021 (a) 333,531
150M   ZF North America Capital, Inc., 4%, 4/29/2020 (a) 153,750
      4,393,023
  Building Materials—.9%  
225M Building Materials Corp., 5.375%, 11/15/2024 (a) 230,062
425M Griffon Corp., 5.25%, 3/1/2022 421,281
250M   Standard Industries, Inc., 5.5%, 2/15/2023 (a) 256,875
      908,218
  Chemicals—2.3%  
  Blue Cube Spinco, Inc.:  
125M 9.75%, 10/15/2023 (a) 145,312
375M 10%, 10/15/2025 (a) 435,000
275M CVR Partners, LP, 9.25%, 6/15/2023 (a) 280,844
225M   PolyOne Corp., 5.25%, 3/15/2023 227,813

 

31

 



Portfolio of Investments (continued)
FUND FOR INCOME
June 30, 2016

       
 
 
Principal    
Amount   Security Value
  Chemicals (continued)  
$ 125M PQ Corp., 6.75%, 11/15/2022 (a) $      130,625
175M TPC Group, Inc., 8.75%, 12/15/2020 (a) 137,813
250M Trinseo SA, 6.75%, 5/1/2022 (a) 250,000
375M Univar USA, Inc., 6.75%, 7/15/2023 (a) 372,188
  W.R. Grace & Co.:  
175M 5.125%, 10/1/2021 (a) 180,250
75M   5.625%, 10/1/2024 (a) 77,156
      2,237,001
  Consumer Non-Durables—2.0%  
375M Levi Strauss & Co., 6.875%, 5/1/2022 399,844
  Reynolds Group Issuer, Inc.:  
425M 5.75%, 10/15/2020 439,875
125M 5.125%, 7/15/2023 (a) 126,719
  Spectrum Brands, Inc.:  
300M 6.375%, 11/15/2020 313,875
175M 6.625%, 11/15/2022 186,594
450M   Wolverine World Wide, Inc., 6.125%, 10/15/2020 467,438
      1,934,345
  Energy—9.1%  
  AmeriGas Finance, LLC:  
175M 7%, 5/20/2022 185,608
125M 5.625%, 5/20/2024 126,094
125M 5.875%, 8/20/2026 125,469
  Anadarko Petroleum Corp.:  
25M 3.45%, 7/15/2024 24,478
100M 4.5%, 7/15/2044 92,195
  Antero Midstream Partners, LP:  
75M 6%, 12/1/2020 76,188
125M 5.375%, 11/1/2021 122,812
125M Antero Resources Corp., 5.125%, 12/1/2022 120,625
200M Blue Racer Midstream, LLC, 6.125%, 11/15/2022 (a) 190,500
200M Carrizo Oil & Gas, Inc., 6.25%, 4/15/2023 193,500
350M Cheniere Corpus Christi Holdings, LLC, 7%, 6/30/2024 (a) 359,845
75M Concho Resources, Inc., 5.5%, 10/1/2022 75,750
  Continental Resources, Inc.:  
250M 4.5%, 4/15/2023 234,375
275M 3.8%, 6/1/2024 241,312
100M 4.9%, 6/1/2044 83,000
350M   Crestwood Midstream Partners, LP, 6%, 12/15/2020 332,500

 

32

 



       
 
 
Principal    
Amount   Security Value
  Energy (continued)  
$ 225M Exterran Partners, LP, 6%, 10/1/2022 $      200,250
150M Ferrellgas Partners, LP, 6.75%, 6/15/2023 (a) 132,375
225M Forum Energy Technologies, Inc., 6.25%, 10/1/2021 209,812
  Genesis Energy, LP:  
75M 5.75%, 2/15/2021 71,250
200M 6.75%, 8/1/2022 195,000
150M 6%, 5/15/2023 141,000
100M 5.625%, 6/15/2024 91,500
300M Gibson Energy, Inc., 6.75%, 7/15/2021 (a) 300,000
225M Gulfport Energy Corp., 7.75%, 11/1/2020 232,312
225M Hilcorp Energy I, 5.75%, 10/1/2025 (a) 216,000
100M Laredo Petroleum, Inc., 5.625%, 1/15/2022 94,000
325M Marathon Oil Corp., 2.80%, 11/1/2022 295,170
200M Matador Resources Co., 6.875%, 4/15/2023 205,000
  MPLX, LP:  
125M 4.5%, 7/15/2023 (a) 121,334
225M 4.875%, 12/1/2024 (a) 219,559
150M 4.875%, 6/1/2025 (a) 146,860
  NuStar Logistics, LP:  
50M 4.8%, 9/1/2020 48,750
200M 6.75%, 2/1/2021 203,000
250M QEP Resources, Inc., 6.875%, 3/1/2021 253,750
50M Range Resources Corp., 4.875%, 5/15/2025 47,875
225M Rice Energy, Inc., 6.25%, 5/1/2022 224,438
  Sabine Pass Liquefaction, LLC:  
500M 6.25%, 3/15/2022 516,250
225M 5.625%, 4/15/2023 226,969
350M 5.75%, 5/15/2024 349,125
175M 5.625%, 3/1/2025 175,000
150M 5.875%, 6/30/2026 (a) 150,750
  Southwestern Energy Co.:  
50M 3.3%, 1/23/2018 51,350
50M 4.05%, 1/23/2018 49,375
150M 4.95%, 1/23/2025 144,375
57M Suburban Propane Partners, LP, 7.375%, 8/1/2021 59,352
225M Sunoco, LP, 6.25%, 4/15/2021 (a) 225,000
  Targa Resources Partners, LP:  
100M 5.25%, 5/1/2023 95,000
250M   4.25%, 11/15/2023 225,625

 

33

 



Portfolio of Investments (continued)
FUND FOR INCOME
June 30, 2016

       
 
 
Principal    
Amount   Security Value
  Energy (continued)  
  Tesoro Logistics, LP:  
$ 100M 6.25%, 10/15/2022 $      104,750
100M 6.375%, 5/1/2024 105,250
250M   Unit Corp., 6.625%, 5/15/2021 194,375
      8,906,032
  Financials—4.6%  
  Ally Financial, Inc.:  
350M 6.25%, 12/1/2017 367,500
150M 8%, 12/31/2018 164,250
725M 8%, 3/15/2020 817,437
175M 8%, 11/1/2031 203,437
350M Argos Merger Sub, Inc., 7.125%, 3/15/2023 (a) 361,375
674M Consolidated Energy Finance SA, 6.75%, 10/15/2019 (a) 636,930
150M Dana Financing Luxembourg Sarl, 6.5%, 6/1/2026 (a) 146,437
  International Lease Finance Corp.:  
275M 8.75%, 3/15/2017 287,590
1,250M   8.25%, 12/15/2020 1,482,587
      4,467,543
  Food/Beverage/Tobacco—1.4%  
325M Barry Callebault Services SA, 5.5%, 6/15/2023 (a) 351,293
  Constellation Brands, Inc.:  
75M 4.25%, 5/1/2023 78,375
125M 4.75%, 11/15/2024 132,187
25M 4.75%, 12/1/2025 26,469
250M Post Holdings, Inc., 7.75%, 3/15/2024 (a) 275,938
50M Smithfield Foods, Inc., 6.625%, 8/15/2022 52,610
450M   Sun Merger Sub, Inc., 5.875%, 8/1/2021 (a) 471,375
      1,388,247
  Food/Drug—.5%  
475M   Rite Aid Corp., 6.125%, 4/1/2023 (a) 508,844
  Forest Products/Container—4.2%  
225M Ardagh Packaging Finance, PLC, 6%, 6/30/2021 (a) 224,437
  Ball Corp.:  
150M 4.375%, 12/15/2020 158,062
250M 5.25%, 7/1/2025 261,562
350M Berry Plastics Group, Inc., 5.125%, 7/15/2023 350,875
300M   CROWN Americas, LLC, 4.5%, 1/15/2023 307,500

 

34

 



       
 
 
Principal    
Amount   Security Value
  Forest Products/Container (continued)  
$ 150M Graphic Packaging International, Inc., 4.875%, 11/15/2022 $      156,375
450M Greif, Inc., 7.75%, 8/1/2019 502,875
  Mercer International, Inc.:  
50M 7%, 12/1/2019 50,750
200M 7.75%, 12/1/2022 201,000
  Owens-Brockway Glass Container, Inc.:  
75M 5%, 1/15/2022 (a) 75,375
75M 5.875%, 8/15/2023 (a) 78,922
250M 5.375%, 1/15/2025 (a) 249,063
50M 6.375%, 8/15/2025 (a) 52,344
  Sealed Air Corp.:  
175M 6.5%, 12/1/2020 (a) 199,938
175M 4.875%, 12/1/2022 (a) 180,688
300M 5.25%, 4/1/2023 (a) 312,000
225M 6.875%, 7/15/2033 239,625
500M   Silgan Holdings, Inc., 5%, 4/1/2020 514,375
      4,115,766
  Gaming/Leisure—4.3%  
225M AMC Entertainment, Inc., 5.75%, 6/15/2025 225,000
200M ClubCorp Club Operations, Inc., 8.25%, 12/15/2023 (a) 200,000
  GLP Capital, LP:  
25M 4.375%, 4/15/2021 25,812
100M 5.375%, 4/15/2026 103,250
200M Hilton Worldwide Finance, LLC, 5.625%, 10/15/2021 207,143
  International Game Technology, PLC:  
200M 5.625%, 2/15/2020 (a) 211,750
200M 6.25%, 2/15/2020 (a) 204,250
200M 6.5%, 2/15/2020 (a) 202,500
650M Live Nation Entertainment, Inc., 7%, 9/1/2020 (a) 677,076
100M MGM Growth Properties Operating Partnership, LP,  
  5.625%, 5/1/2024 (a) 106,000
225M National CineMedia, LLC, 7.875%, 7/15/2021 234,000
  NCL Corp., Ltd.:  
250M 5.25%, 11/15/2019 (a) 253,750
250M 4.625%, 11/15/2020 (a) 250,780
250M Regal Entertainment Group, 5.75%, 3/15/2022 256,875
225M Royal Caribbean Cruises, Ltd., 5.25%, 11/15/2022 237,938
150M Scientific Games International, Inc., 6.625%, 5/15/2021 90,000
575M Six Flags Entertainment Corp., 5.25%, 1/15/2021 (a) 595,844
150M   Viking Cruises, Ltd., 6.25%, 5/15/2025 (a) 114,000
      4,195,958

 

35

 



Portfolio of Investments (continued)
FUND FOR INCOME
June 30, 2016

       
 
 
Principal    
Amount   Security Value
  Healthcare—10.4%  
  Centene Corp.:  
$ 300M 5.625%, 2/15/2021 (a) $      313,500
250M 6.125%, 2/15/2024 (a) 266,406
  Community Health Systems, Inc.:  
51M 5.125%, 8/15/2018 51,797
100M 8%, 11/15/2019 98,375
475M 7.125%, 7/15/2020 442,743
250M Concordia Healthcare Corp., 7%, 4/1/2022 (a) 248,750
  DaVita HealthCare Partners, Inc.:  
250M 5.75%, 8/15/2022 262,500
250M 5.125%, 7/15/2024 253,244
  Endo Finance, LLC:  
175M 7.75%, 1/15/2022 (a) 163,187
225M 6%, 7/15/2023 (a) 198,000
  Fresenius Medical Care U.S. Finance II, Inc.:  
150M 5.625%, 7/31/2019 (a) 163,218
100M 4.125%, 10/15/2020 (a) 103,250
100M 4.75%, 10/15/2024 (a) 103,750
  HCA, Inc.:  
75M 8%, 10/1/2018 83,812
675M 6.5%, 2/15/2020 748,406
175M 6.25%, 2/15/2021 187,250
25M 7.5%, 2/15/2022 28,487
25M 5.875%, 5/1/2023 26,687
50M 5.375%, 2/1/2025 51,375
350M 5.875%, 2/15/2026 364,000
  HealthSouth Corp.:  
86M 7.75%, 9/15/2022 89,117
175M 5.125%, 3/15/2023 172,375
200M 5.75%, 11/1/2024 201,800
150M 5.75%, 9/15/2025 149,250
405M IMS Health, Inc., 6%, 11/1/2020 (a) 413,100
300M Kindred Healthcare, Inc., 8.75%, 1/15/2023 297,189
  LifePoint Health, Inc.:  
325M 5.5%, 12/1/2021 339,625
100M 5.875%, 12/1/2023 104,250
175M 5.375%, 5/1/2024 (a) 175,875
  Mallinckrodt Finance SB:  
100M 4.875%, 4/15/2020 (a) 97,000
75M 5.75%, 8/1/2022 (a) 71,625
225M 5.5%, 4/15/2025 (a) 201,852
400M   Molina Healthcare, Inc., 5.375%, 11/15/2022 (a) 401,000

 

36

 



       
 
 
Principal    
Amount   Security Value
  Healthcare (continued)  
$ 125M MPH Acquisition Holdings, 7.125%, 6/1/2024 (a) $      131,563
425M NBTY, Inc., 7.625%, 5/15/2021 (a) 426,594
100M RegionalCare Hospital Partners, 8.25%, 5/1/2023 (a) 102,750
425M Tenet Healthcare Corp., 6%, 10/1/2020 450,500
225M Universal Health Services, Inc., 5%, 6/1/2026 (a) 226,125
64M Universal Hospital Services, Inc., 7.625%, 8/15/2020 59,120
  Valeant Pharmaceuticals International, Inc.:  
650M 6.125%, 4/15/2025 (a) 523,250
775M 6.375%, 10/15/2020 (a) 670,375
150M 5.625%, 12/1/2021 (a) 124,500
625M   WellCare Health Plans, Inc., 5.75%, 11/15/2020 648,438
      10,236,010
  Information Technology—4.0%  
125M Activision Blizzard, Inc., 5.625%, 9/15/2021 (a) 131,094
150M Anixter, Inc., 5.125%, 10/1/2021 153,000
375M Belden, Inc., 5.5%, 9/1/2022 (a) 379,687
250M CEB, Inc., 5.625%, 6/15/2023 (a) 244,062
325M CommScope Technologies Finance, 6%, 6/15/2025 (a) 334,750
275M CoreLogic, Inc., 7.25%, 6/1/2021 285,266
275M Equinix, Inc., 5.875%, 1/15/2026 287,203
422M IAC/InterActiveCorp, 4.875%, 11/30/2018 432,550
  Match Group, Inc.:  
275M 6.75%, 12/15/2022 (a) 287,375
125M 6.375%, 6/1/2024 (a) 130,313
300M Microsemi Corp., 9.125%, 4/15/2023 (a) 331,500
150M MSCI, Inc., 5.75%, 8/15/2025 (a) 156,375
225M Nuance Communications, Inc., 6%, 7/1/2024 (a) 226,688
175M Open Text Corp., 5.625%, 1/15/2023 (a) 177,625
  Western Digital Corp.:  
50M 7.375%, 4/1/2023 (a) 53,375
275M   10.5%, 4/1/2024 (a) 294,938
      3,905,801
  Manufacturing—2.9%  
325M Amkor Technology, Inc., 6.375%, 10/1/2022 314,031
175M ATS Automation Tooling Systems, Inc., 6.5%, 6/15/2023 (a) 178,500
400M Brand Energy & Infrastructure Services, Inc., 8.5%, 12/1/2021 (a) 386,000
240M Case New Holland, Inc., 7.875%, 12/1/2017 259,200
325M Dematic SA, 7.75%, 12/15/2020 (a) 342,062
425M H&E Equipment Services, Inc., 7%, 9/1/2022 442,000
125M   HD Supply, Inc., 5.75%, 4/15/2024 (a) 130,312

 

37

 



Portfolio of Investments (continued)
FUND FOR INCOME
June 30, 2016

       
 
 
Principal    
Amount   Security Value
  Manufacturing (continued)  
$ 125M Masco Corp., 3.5%, 4/1/2021 $      128,163
125M Sensata Technologies BV, 5%, 10/1/2025 (a) 126,174
250M Sensata Technologies U.K. Financing Co., 6.25%, 2/15/2026 (a) 260,000
300M   Zekelman Industries, Inc., 9.875%, 6/15/2023 (a) 303,750
      2,870,192
  Media-Broadcasting—2.4%  
  Belo Corp.:  
100M 7.75%, 6/1/2027 105,750
25M 7.25%, 9/15/2027 25,625
325M LIN Television Corp., 5.875%, 11/15/2022 328,250
425M Nexstar Broadcasting, Inc., 6.875%, 11/15/2020 445,719
  Sinclair Television Group, Inc.:  
475M 5.375%, 4/1/2021 491,031
225M 6.375%, 11/1/2021 237,375
  Sirius XM Radio, Inc.:  
400M 5.75%, 8/1/2021 (a) 416,500
250M   6%, 7/15/2024 (a) 259,063
      2,309,313
  Media-Cable TV—7.6%  
  Altice Financing SA:  
325M 6.625%, 2/15/2023 (a) 320,326
200M 7.5%, 5/15/2026 (a) 196,500
  Altice U.S. Finance I Corp.:  
275M 5.375%, 7/15/2023 (a) 273,969
200M 5.5%, 5/15/2026 (a) 200,500
225M Cable One, Inc., 5.75%, 6/15/2022 (a) 231,187
  CCO Holdings, LLC:  
75M 5.25%, 3/15/2021 77,945
375M 5.125%, 2/15/2023 381,754
500M 5.875%, 4/1/2024 (a) 520,000
350M 5.875%, 5/1/2027 (a) 362,250
  Cequel Communications Holdings I, LLC:  
225M 7.75%, 7/15/2025 (a) 235,687
650M 6.375%, 9/15/2020 (a) 663,357
  Clear Channel Worldwide Holdings, Inc.:  
25M 7.625%, 3/15/2020 – Series “A” 22,937
550M 7.625%, 3/15/2020 – Series “B” 526,075
150M 6.5%, 11/15/2022 – Series “A” 145,125
250M   6.5%, 11/15/2022 – Series “B” 251,250

 

38

 



       
 
 
Principal    
Amount   Security Value
  Media-Cable TV (continued)  
  CSC Holdings, LLC:  
$ 50M 8.625%, 2/15/2019 $      55,281
350M 6.75%, 11/15/2021 357,875
  DISH DBS Corp.:  
675M 7.875%, 9/1/2019 745,875
125M 5%, 3/15/2023 114,062
250M 5.875%, 11/15/2024 233,437
100M 7.75%, 7/1/2026 (a) 103,250
  Gray Television, Inc.:  
400M 7.5%, 10/1/2020 419,000
125M 5.875%, 7/15/2026 (a) 125,625
225M Lynx II, Corp., 6.375%, 4/15/2023 (a) 226,125
  Midcontinent Communications & Finance Corp.:  
300M 6.25%, 8/1/2021 (a) 310,500
100M 6.875%, 8/15/2023 (a) 103,000
  Numericable Group, SA:  
225M 6%, 5/15/2022 (a) 219,656
200M   6.25%, 5/15/2024 (a) 192,000
      7,614,548
  Media-Diversified—1.3%  
225M Gannett Co., Inc., 5.125%, 7/15/2020 232,594
  Lamar Media Corp.:  
225M 5.875%, 2/1/2022 235,125
175M 5.375%, 1/15/2024 182,000
75M 5.75%, 2/1/2026 (a) 78,235
125M MDC Partners, Inc., 6.5%, 5/1/2024 (a) 124,688
375M   Tribune Co., 5.875%, 7/15/2022 375,000
      1,227,642
  Metals/Mining—4.9%  
325M Alcoa, Inc., 6.15%, 8/15/2020 353,031
  Aleris International, Inc.:  
310M 7.875%, 11/1/2020 275,900
175M 9.5%, 4/1/2021 (a) 180,250
  ArcelorMittal SA:  
225M 6.125%, 6/1/2018 237,348
225M 10.85%, 6/1/2019 266,062
325M 6.25%, 8/5/2020 342,875
75M 6.5%, 3/1/2021 77,437
100M   Bluescope Steel, Ltd., 6.5%, 5/15/2021 (a) 103,790

 

39

 



Portfolio of Investments (continued)
FUND FOR INCOME
June 30, 2016

       
 
 
Principal    
Amount   Security Value
  Metals/Mining (continued)  
$ 200M Commercial Metals Co., 4.875%, 5/15/2023 $      190,000
250M Constellium NV, 7.875%, 4/1/2021 (a) 258,437
  Freeport-McMoRan, Inc.:  
250M 2.375%, 3/15/2018 246,250
350M 3.1%, 3/15/2020 332,500
200M 5.45%, 3/15/2043 161,500
250M Glencore Funding, LLC, 3.125%, 4/29/2019 (a) 245,000
175M Joseph T. Ryerson & Son, Inc., 11%, 5/15/2022 (a) 181,563
100M Kaiser Aluminum Corp., 5.875%, 5/15/2024 (a) 103,000
  Novelis, Inc.:  
350M 8.375%, 12/15/2017 358,094
375M 8.75%, 12/15/2020 391,106
  Steel Dynamics, Inc.:  
175M 5.125%, 10/1/2021 180,031
100M 6.375%, 8/15/2022 105,500
125M 5.5%, 10/1/2024 128,125
125M   United States Steel Corp., 8.375%, 7/1/2021 (a) 131,563
      4,849,362
  Real Estate—2.4%  
275M Dupont Fabros Technology, LP, 5.625%, 6/15/2023 283,250
  Geo Group, Inc.:  
175M 5.875%, 1/15/2022 179,375
100M 5.125%, 4/1/2023 98,000
100M 5.875%, 10/15/2024 101,750
225M 6%, 4/15/2026 227,812
  Iron Mountain, Inc.:  
425M 6%, 8/15/2023 449,438
375M 5.75%, 8/15/2024 380,625
  Lennar Corp.:  
175M 4.75%, 4/1/2021 182,875
175M 4.875%, 12/15/2023 176,313
50M MPT Operating Partners, LP, 6.375%, 3/1/2024 53,500
150M Realogy Group/Co-Issuer, 5.25%, 12/1/2021 (a) 154,313
100M   Vereit Operating Partner, 4.875%, 6/1/2026 102,875
      2,390,126
  Retail-General Merchandise—2.4%  
  KFC Holding Co.:  
150M 5%, 6/1/2024 (a) 153,000
200M   5.25%, 6/1/2026 (a) 205,500

 

40

 



       
 
 
Principal    
Amount   Security Value
  Retail-General Merchandise (continued)  
  L Brands, Inc.:  
$ 250M 6.875%, 11/1/2035 $      254,375
450M 6.75%, 7/1/2036 451,967
  Limited Brands, Inc.:  
125M 6.9%, 7/15/2017 132,875
450M 8.5%, 6/15/2019 524,250
375M Netflix, Inc., 5.5%, 2/15/2022 392,813
200M   Party City Holdings, Inc., 6.125%, 8/15/2023 (a) 208,000
      2,322,780
  Services—2.5%  
475M ADT Corp., 3.5%, 7/15/2022 437,594
  AECOM:  
125M 5.75%, 10/15/2022 128,125
275M 5.875%, 10/15/2024 283,250
125M Aramark Services, Inc., 5.125%, 1/15/2024 127,812
400M Ashtead Capital, Inc., 6.5%, 7/15/2022 (a) 418,248
175M Monitronics International, Inc., 9.125%, 4/1/2020 146,125
250M Prime Security Services Borrower, LLC, 9.25%, 5/15/2023 (a) 265,625
300M Reliance Intermediate Holdings, LP, 6.5%, 4/1/2023 (a) 313,500
300M   Safway Group Holding, LLC, 7%, 5/15/2018 (a) 300,750
      2,421,029
  Telecommunications—3.4%  
  CenturyLink, Inc.:  
100M 6.45%, 6/15/2021 102,125
700M 5.8%, 3/15/2022 682,283
175M 6.75%, 12/1/2023 172,594
200M Citizens Communications Co., 9%, 8/15/2031 176,875
450M Frontier Communications Corp., 11%, 9/15/2025 467,437
250M GCI, Inc., 6.75%, 6/1/2021 254,375
150M SBA Communications, Inc., 5.75%, 7/15/2020 154,875
  Wind Acquisition Finance SA:  
275M 4.75%, 7/15/2020 (a) 270,875
675M 7.375%, 4/23/2021 (a) 646,313
  Windstream Services, LLC:  
75M 7.75%, 10/15/2020 73,875
250M 7.5%, 6/1/2022 226,250
100M   6.375%, 8/1/2023 84,500
      3,312,377

 

41

 



Portfolio of Investments (continued)
FUND FOR INCOME
June 30, 2016

       
 
 
Principal    
Amount   Security Value
  Transportation—1.1%  
  Aircastle, Ltd.:  
$ 75M 4.625%, 12/15/2018 $       77,437
575M 6.25%, 12/1/2019 625,312
275M Fly Leasing, Ltd., 6.375%, 10/15/2021 268,125
150M   Mobile Mini, Inc., 5.875%, 7/1/2024 (a) 154,500
      1,125,374
  Utilities—2.4%  
  AES Corp.:  
75M 8%, 6/1/2020 87,750
275M 7.375%, 7/1/2021 311,438
250M 5.5%, 3/15/2024 257,188
150M 6%, 5/15/2026 153,375
  Calpine Corp.:  
150M 5.375%, 1/15/2023 147,000
75M 5.75%, 1/15/2025 73,219
275M Dynegy, Inc., 7.375%, 11/1/2022 266,750
141M FirstLight Hydro Generating, 8.812%, 10/15/2026 153,029
66M Indiantown Cogeneration Utilities, LP, 9.77%, 12/15/2020 73,148
175M NRG Energy, Inc., 7.25%, 5/15/2026 (a) 175,000
351M NSG Holdings, LLC, 7.75%, 11/30/2025 (a) 377,640
300M   Talen Energy Supply, LLC, 4.625%, 7/15/2019 (a) 265,500
      2,341,037
  Waste Management—.6%  
275M ADS Waste Holdings, Inc., 8.25%, 10/1/2020 279,125
  Covanta Holding Corp.:  
125M 7.25%, 12/1/2020 128,781
200M   6.375%, 10/1/2022 206,500
      614,406
  Wireless Communications—4.8%  
150M Inmarsat Finance, PLC, 4.875%, 5/15/2022 (a) 137,625
  Level 3 Financing, Inc.:  
200M 6.125%, 1/15/2021 208,898
75M 5.125%, 5/1/2023 74,625
325M MetroPCS Wireless, Inc., 6.625%, 11/1/2020 336,375
  Neptune Finco Corp.:  
400M 10.125%, 1/15/2023 (a) 449,000
200M   6.625%, 10/15/2025 (a) 210,500

 

42

 



       
 
 
Principal    
Amount   Security Value
  Wireless Communications (continued)  
  Sprint Communications, Inc.:  
$ 250M 9%, 11/15/2018 (a) $      267,188
150M 7%, 3/1/2020 (a) 157,799
950M 7%, 8/15/2020 850,250
650M 6%, 11/15/2022 514,735
  T-Mobile USA, Inc.:  
675M 6.25%, 4/1/2021 706,637
450M 6.625%, 4/1/2023 478,409
293M   UPCB Finance V, Ltd., 7.25%, 11/15/2021 (a) 306,028
      4,698,069
Total Value of Corporate Bonds (cost $84,865,196) 85,785,928
  LOAN PARTICIPATIONS†—8.6%  
  Aerospace/Defense—.4%  
439M   TransDigm, Inc., 3.75%, 2/28/2020 432,916
  Automotive—.2%  
221M   CS Intermediate Holdings Co., 4%, 4/4/2021 219,765
  Building Materials—.4%  
397M   Builders FirstSource, Inc., 6%, 7/29/2022 397,829
  Chemicals—.4%  
315M Axalta Coating Systems Dutch Holding BBV, 3.75%, 2/1/2020 314,561
85M   PQ Corp., 5.75%, 10/14/2022 85,106
      399,667
  Energy—.3%  
300M   Jonah Energy, LLC, 7.5%, 5/12/2021 265,500
  Food/Drug—1.1%  
  Albertson’s, LLC:  
299M 5.5%, 12/21/2022 299,484
247M 5.75%, 6/22/2023 247,472
64M B&G Foods, Inc., 3.75%, 11/2/2022 64,251
430M   Rite Aid Corp., 4.875%, 6/21/2021 430,896
      1,042,103

 

43

 



Portfolio of Investments (continued)
FUND FOR INCOME
June 30, 2016

       
 
 
Principal    
Amount   Security Value
  Gaming/Leisure—.2%  
$ 218M   Seminole Hard Rock Entertainment, Inc., 3.5%, 5/14/2020 $      217,704
  Healthcare—1.0%  
  Community Health Systems, Inc.:  
87M 3.75%, 12/31/2019 84,575
160M 4%, 1/27/2021 155,815
490M ConvaTec, Inc., 4.25%, 6/15/2020 488,463
210M   ExamWorks Group, Inc., 3.75%, 6/17/2023 (b) 210,131
      938,984
  Information Technology—2.2%  
234M ARRIS Enterprises, Inc., 3.5%, 4/17/2020 231,274
748M Avago Technologies Cayman, Ltd., 4.25%, 5/6/2021 748,593
  Dell International, LLC:  
281M 3.75%, 10/29/2018 280,174
275M 4%, 6/2/2023 (b) 273,797
475M Global Payments, Inc., 3.9603%, 3/24/2023 478,859
171M   Match Group, Inc., 5.5%, 11/16/2022 171,584
      2,184,281
  Media-Cable TV—.5%  
500M   CSC Holdings, LLC, 5%, 10/9/2022 500,938
  Media-Diversified—.4%  
421M   Tribune Media Co., 3.75%, 12/27/2020 421,378
  Retail-General Merchandise—.5%  
440M   Restaurant Brands, Inc., 3.75%, 12/10/2021 440,099
  Services—.2%  
108M Allied Security Holdings, LLC, 4.25%, 2/12/2021 108,479
83M   Brickman Group, Ltd., 4%, 12/18/2020 81,610
      190,089
  Telecommunications—.3%  
250M   Telenet Financing USD, LLC, 4.25%, 5/3/2024 (b) 248,281
  Utilities—.3%  
347M   Calpine Corp., 3.5%, 5/27/2022 342,891

 

44

 



               
 
 
Principal      
Amount   Security         Value
  Wireless Communications—.2%    
$ 175M   Intelsat Jackson Holdings, Ltd., 3.75%, 6/30/2019       $      159,469
Total Value of Loan Participations (cost $8,417,339)         8,401,894
  PASS-THROUGH CERTIFICATES—.7%  
  Transportation    
668M   American Airlines 13-2 B PTT, 5.6%, 1/15/2022 (cost $680,283) (a)       688,849
Total Value of Investments (cost $93,962,818) 96.7 % 94,876,671
Other Assets, Less Liabilities 3.3       3,285,178
Net Assets     100.0 %     $98,161,849

 

(a)  Security exempt from registration under Rule 144A of the Securities Act of 1933 (see Note 5).
 
(b)  A portion or all of the security purchased on a when-issued or delayed delivery basis (see
Note 1G).
 
†  Interest rates are determined and reset periodically. The interest rates above are the rates in
effect at June 30, 2016.
 
Summary of Abbreviations:
PTT Pass Through Trust
USD United States Dollar

 

45

 



Portfolio of Investments (continued)
FUND FOR INCOME
June 30, 2016

The Fund’s assets and liabilities are classified into the following three levels based on the inputs used to value the assets and liabilities:

Level 1 — Unadjusted quoted prices in active markets for identical securities that the Fund has the ability to access.

Level 2 — Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

Level 3 — Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumption about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

The inputs methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. For example, U.S. Government securities are reflected as Level 2 because the inputs used to determine fair value may not always be quoted prices in an active market.

The following is a summary, by category of Level, of inputs used to value the Fund’s investments as of June 30, 2016:

    Level 1   Level 2   Level 3   Total
Corporate Bonds $  — $  85,785,928 $  — $  85,785,928
Loan Participations 8,401,894 8,401,894
Pass-Through Certificates     688,849     688,849
Total Investments in Securities* $  — $  94,876,671 $  — $  94,876,671

 

The Portfolio of Investments provides information on the industry categorization of corporate bonds,
loan participations and pass-through certificates.
 
There were no transfers into or from Level 1 and Level 2 by the Fund for the period ended
June 30, 2016. Transfers, if any, between Levels are recognized at the end of the reporting period.

 

46 See notes to financial statements

 



Fund Expenses (unaudited)
GOVERNMENT FUND

The examples below show the ongoing costs (in dollars) of investing in your Fund and will help you in comparing these costs with costs of other mutual funds. Please refer to page 5 for a detailed explanation of the information presented in these examples.

       
  Beginning Ending  
  Account Account Expenses Paid
  Value Value During Period
  (1/1/16) (6/30/16) (1/1/16–6/30/16)*
Expense Examples      
Actual $1,000.00 $1,033.18 $3.79
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,021.13 $3.77

 

Expenses are equal to the annualized expense ratio of .75%, multiplied by the average account
value over the period, multiplied by 182/366 (to reflect the one-half year period). Expenses paid
during the period are net of expenses waived.

 

Portfolio Composition
BY SECTOR


Portfolio holdings and allocations are subject to change. Percentages are as of June 30, 2016, and are
based on the total value of investments.

 

47

 



Portfolio of Investments
GOVERNMENT FUND
June 30, 2016

       
 
 
Principal    
Amount   Security Value
  RESIDENTIAL MORTGAGE-BACKED  
  SECURITIES—50.3%  
  Fannie Mae—34.4%  
$4,132M 3%, 7/1/2021 – 7/14/2046 (a) $ 4,317,723
3,093M 3.5%, 11/1/2028 – 7/14/2046 (a) 3,276,318
1,792M 4%, 10/1/2035 – 11/1/2045 1,939,053
303M 4.5%, 11/1/2040 – 8/1/2041 332,836
365M 5.5%, 7/1/2034 – 10/1/2039 416,355
153M   9%, 11/1/2026 176,583
      10,458,868
  Freddie Mac—6.7%  
307M 3.5%, 8/1/2044 – 2/1/2046 324,193
1,403M 4%, 11/1/2040 – 8/1/2044 1,504,879
176M   4.5%, 5/1/2044 192,188
      2,021,260
  Government National Mortgage Association I  
  Program—9.2%  
544M 4%, 11/15/2025 – 8/15/2041 583,651
574M 4.5%, 12/15/2039 – 6/15/2040 637,502
1,034M 5%, 6/15/2033 – 4/15/2040 1,172,519
205M 5.5%, 2/15/2033 – 1/15/2036 233,994
148M   6%, 11/15/2032 – 4/15/2036 172,754
      2,800,420
Total Value of Residential Mortgage-Backed Securities (cost $14,918,107) 15,280,548
  U.S. GOVERNMENT AGENCY  
  OBLIGATIONS—24.3%  
  Fannie Mae:  
1,020M 1.125%, 7/20/2018 1,029,288
125M 1.375%, 2/26/2021 126,380
300M 1.5%, 11/30/2020 305,284
850M 1.625%, 11/27/2018 868,402
140M 2.125%, 4/24/2026 143,978
260M   2.625%, 9/6/2024 280,043

 

48

 



       
 
 
Principal    
Amount   Security Value
  U.S. GOVERNMENT AGENCY OBLIGATIONS (continued)  
  Federal Farm Credit Bank:  
$  550M 1.7%, 2/6/2019 $      562,689
300M 2.125%, 3/6/2019 310,288
200M 4.875%, 1/17/2017 204,749
  Federal Home Loan Bank:  
750M 1.03%, 9/28/2018 755,009
1,000M 1.625%, 10/7/2021 (a) 999,611
  Freddie Mac:  
800M 0.875%, 3/7/2018 801,609
1,000M   1.25%, 8/1/2019 1,012,727
Total Value of U.S. Government Agency Obligations (cost $7,330,784) 7,400,057
  U.S. GOVERNMENT OBLIGATIONS—15.7%  
68M FDA Queens, LP, 6.99%, 6/15/2017 (b) 69,443
  U.S. Treasury Bonds:  
300M 2.5%, 2/15/2046 312,398
360M 2.5%, 5/15/2046 375,159
  U.S. Treasury Notes:  
1,095M 1.375%, 10/31/2020 1,114,954
300M 1.5%, 3/31/2023 304,336
620M 1.625%, 2/15/2026 626,999
1,260M 1.875%, 8/31/2022 1,309,785
630M   2%, 2/15/2025 659,273
Total Value of U.S. Government Obligations (cost $4,605,642) 4,772,347
  COMMERCIAL MORTGAGE-BACKED  
  SECURITIES—6.1%  
  Fannie Mae—3.1%  
387M 2.996%, 11/1/2022 413,718
500M   3.84%, 5/1/2018 520,045
      933,763
  Federal Home Loan Mortgage Corporation—3.0%  
  Multi-Family Structured Pass-Through:  
500M 2.13%, 1/25/2019 512,336
379M   2.849%, 3/25/2026 400,653
      912,989
Total Value of Commercial Mortgage-Backed Securities (cost $1,851,928) 1,846,752

 

49

 



Portfolio of Investments (continued)
GOVERNMENT FUND
June 30, 2016

               
 
 
Principal      
Amount   Security         Value
  COLLATERALIZED MORTGAGE    
  OBLIGATIONS—1.8%    
$  507M   Fannie Mae, 4%, 2/25/2025 (cost $546,096)         $      554,909
  SHORT-TERM U.S. GOVERNMENT AGENCY  
  OBLIGATIONS—1.6%    
500M   Federal Home Loan Bank, 0.26%, 7/29/2016 (cost $499,899)       499,938
Total Value of Investments (cost $29,752,456) 99.8 % 30,354,551
Other Assets, Less Liabilities .2       70,415
Net Assets     100.0 %     $30,424,966

 

(a)  A portion or all of the security purchased on a when-issued or delayed delivery basis (see
Note 1G).
 
(b)  Security exempt from registration under Rule 144A of Securities Act of 1933 (see Note 5).

 

50

 



The Fund’s assets and liabilities are classified into the following three levels based on the inputs used to value the assets and liabilities:

Level 1 — Unadjusted quoted prices in active markets for identical securities that the Fund has the ability to access.

Level 2 — Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

Level 3 — Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumption about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

The inputs methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. For example, U.S. Government securities are reflected as Level 2 because the inputs used to determine fair value may not always be quoted prices in an active market.

The following is a summary, by category of Level, of inputs used to value the Fund’s investments as of June 30, 2016:

    Level 1   Level 2   Level 3   Total
Residential Mortgage-Backed        
Securities $  — $  15,280,548 $  — $  15,280,548
U.S. Government Agency        
Obligations 7,400,057 7,400,057
U.S. Government Obligations 4,772,347 4,772,347
Commercial Mortgage-Backed        
Securities 1,846,752 1,846,752
Collateralized Mortgage        
Obligations 554,909 554,909
Short-Term U.S. Government        
Agency Obligations     499,938     499,938
Total Investments in Securities $  — $  30,354,551 $  — $  30,354,551

 

There were no transfers into or from Level 1 and Level 2 by the Fund for the period ended
June 30, 2016. Transfers, if any, between Levels are recognized at the end of the reporting period.

 

See notes to financial statements 51

 



Fund Expenses (unaudited)
GROWTH & INCOME FUND

The examples below show the ongoing costs (in dollars) of investing in your Fund and will help you in comparing these costs with costs of other mutual funds. Please refer to page 5 for a detailed explanation of the information presented in these examples.

       
  Beginning Ending  
  Account Account Expenses Paid
  Value Value During Period
  (1/1/16) (6/30/16) (1/1/16–6/30/16)*
Expense Examples      
Actual $1,000.00 $1,011.25 $4.00
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,020.88 $4.02

 

*  Expenses are equal to the annualized expense ratio of .80%, multiplied by the average account
value over the period, multiplied by 182/366 (to reflect the one-half year period).

 

Portfolio Composition
BY SECTOR


Portfolio holdings and allocations are subject to change. Percentages are as of June 30, 2016, and are
based on the total value of investments.

 

52

 



Portfolio of Investments
GROWTH & INCOME FUND
June 30, 2016

 
 
 
 
Shares   Security Value
  COMMON STOCKS—99.4%  
  Consumer Discretionary—17.6%  
202,300 American Eagle Outfitters, Inc. $     3,222,639
26,600 Big Lots, Inc. 1,332,926
75,200 BorgWarner, Inc. 2,219,904
113,000 CBS Corporation – Class “B” 6,151,720
82,100 Delphi Automotive, PLC 5,139,460
45,400 Foot Locker, Inc. 2,490,644
179,700 Ford Motor Company 2,258,829
36,400 Harman International Industries, Inc. 2,614,248
48,000 Home Depot, Inc. 6,129,120
97,000 Johnson Controls, Inc. 4,293,220
62,000 L Brands, Inc. 4,162,060
53,300 Lear Corporation 5,423,808
59,900 Magna International, Inc. 2,100,693
245,715 Newell Brands, Inc. 11,934,378
21,400 Oxford Industries, Inc. 1,211,668
52,400 Penske Automotive Group, Inc. 1,648,504
65,900 * Select Comfort Corporation 1,408,942
128,700 Stein Mart, Inc. 993,564
79,800 Tupperware Brands Corporation 4,491,144
42,700 Walt Disney Company 4,176,914
16,100 Whirlpool Corporation 2,682,904
44,900   Wyndham Worldwide Corporation 3,198,227
      79,285,516
  Consumer Staples—10.1%  
128,200 Altria Group, Inc. 8,840,672
96,178 Coca-Cola Company 4,359,749
77,400 CVS Health Corporation 7,410,276
66,500 Delhaize Group (ADR) 1,746,290
74,600 Koninklijke Ahold NV (ADR) 1,650,152
40,100 Nu Skin Enterprises, Inc. – Class “A” 1,852,219
44,100 PepsiCo, Inc. 4,671,954
78,700 Philip Morris International, Inc. 8,005,364
28,000 Procter & Gamble Company 2,370,760
22,100 Tyson Foods, Inc. – Class “A” 1,476,059
42,650   Wal-Mart Stores, Inc. 3,114,303
      45,497,798

 

53

 



Portfolio of Investments (continued)
GROWTH & INCOME FUND
June 30, 2016

 
 
 
 
Shares   Security Value
  Energy—6.2%  
36,900 Anadarko Petroleum Corporation $     1,964,925
9,300 Chevron Corporation 974,919
61,400 ConocoPhillips 2,677,040
65,400 Devon Energy Corporation 2,370,750
53,400 ExxonMobil Corporation 5,005,716
26,700 Hess Corporation 1,604,670
80,222 Marathon Oil Corporation 1,204,132
90,622 Marathon Petroleum Corporation 3,440,011
26,700 Occidental Petroleum Corporation 2,017,452
26,600 PBF Energy, Inc. – Class “A” 632,548
30,650 Phillips 66 2,431,771
12,900 Schlumberger, Ltd. 1,020,132
93,607   Suncor Energy, Inc. 2,595,722
      27,939,788
  Financials—14.3%  
66,706 American Express Company 4,053,057
19,900 American International Group, Inc. 1,052,511
40,000 Ameriprise Financial, Inc. 3,594,000
173,600 Brixmor Property Group, Inc. (REIT) 4,593,456
34,400 Chubb, Ltd. 4,496,424
119,300 Citizens Financial Group, Inc. 2,383,614
86,543 Discover Financial Services 4,637,839
145,900 Financial Select Sector SPDR Fund (ETF) 3,330,897
12,300 iShares Core S&P Mid-Cap ETF (ETF) 1,837,497
25,700 iShares Russell 2000 ETF (ETF) 2,954,729
105,888 JPMorgan Chase & Company 6,579,880
55,600 MetLife, Inc. 2,214,548
15,000 Morgan Stanley 389,700
40,100 PNC Financial Services Group, Inc. 3,263,739
66,400 SPDR S&P Regional Banking (ETF) 2,546,440
176,218 Sunstone Hotel Investors, Inc. (REIT) 2,126,951
106,400 Tanger Factory Outlet Centers, Inc. (REIT) 4,275,152
94,800 U.S. Bancorp 3,823,284
106,700 Urstadt Biddle Properties, Inc. – Class “A” (REIT) 2,644,026
76,567   Wells Fargo & Company 3,623,916
      64,421,660
  Health Care—20.1%  
106,700 Abbott Laboratories 4,194,377
89,400 AbbVie, Inc. 5,534,754
9,400 * Allergan, PLC 2,172,246

 

54

 



 
 
 
 
Shares   Security Value
  Health Care (continued)  
61,800 * AMN Healthcare Services, Inc. $      2,470,146
45,039 Baxter International, Inc. 2,036,664
45,100 Cardinal Health, Inc. 3,518,251
58,200 * Centene Corporation 4,153,734
42,722 * Express Scripts Holding Company 3,238,328
85,300 Gilead Sciences, Inc. 7,115,726
69,400 Hill-Rom Holdings, Inc. 3,501,230
72,275 Johnson & Johnson 8,766,957
2,512 * Mallinckrodt, PLC 152,679
18,900 McKesson Corporation 3,527,685
51,412 Medtronic, PLC 4,461,019
86,743 Merck & Company, Inc. 4,997,264
54,100 * Mylan NV 2,339,284
230,993 Pfizer, Inc. 8,133,264
79,200 Phibro Animal Health Corporation – Class “A” 1,477,872
15,159 Shire, PLC (ADR) 2,790,469
69,443 Thermo Fisher Scientific, Inc. 10,260,898
92,700 * VWR Corporation 2,679,030
69,572   Zoetis, Inc. 3,301,887
      90,823,764
  Industrials—8.9%  
37,294 3M Company 6,530,925
66,696 General Electric Company 2,099,590
56,000 Honeywell International, Inc. 6,513,920
6,700 Ingersoll-Rand, PLC 426,656
60,500 ITT, Inc. 1,934,790
46,700 Koninklijke Philips NV 1,164,698
46,000 Korn/Ferry International 952,200
5,400 Lockheed Martin Corporation 1,340,118
34,400 ManpowerGroup, Inc. 2,213,296
23,800 Nielsen Holdings, PLC 1,236,886
14,900 Robert Half International, Inc. 568,584
33,500 Snap-On, Inc. 5,286,970
94,200 TAL International Group, Inc. 1,263,222
39,800 Textainer Group Holdings, Ltd. 443,372
75,300 Textron, Inc. 2,752,968
26,800 Tyco International, PLC 1,141,680
40,200   United Technologies Corporation 4,122,510
      39,992,385

 

55

 



Portfolio of Investments (continued)
GROWTH & INCOME FUND
June 30, 2016

 
 
 
 
Shares   Security Value
  Information Technology—16.0%  
77,500 Apple, Inc. $     7,409,000
151,100 Applied Materials, Inc. 3,621,867
148,100 * ARRIS International, PLC 3,104,176
24,200 Broadcom, Ltd. 3,760,680
239,200 Cisco Systems, Inc. 6,862,648
66,400 * eBay, Inc. 1,554,424
253,400 EMC Corporation 6,884,878
201,400 Hewlett Packard Enterprise Company 3,679,578
77,800 HP, Inc. 976,390
155,200 Intel Corporation 5,090,560
20,100 International Business Machines Corporation 3,050,778
69,400 Juniper Networks, Inc. 1,560,806
55,700 Methode Electronics, Inc. 1,906,611
166,100 Microsoft Corporation 8,499,337
20,500 * NXP Semiconductors NV 1,605,970
93,100 Oracle Corporation 3,810,583
73,288 QUALCOMM, Inc. 3,926,038
158,760 Symantec Corporation 3,260,930
22,900 TE Connectivity, Ltd. 1,307,819
10,100 Travelport Worldwide, Ltd. 130,189
7,065   Western Digital Corporation 333,892
      72,337,154
  Materials—1.8%  
10,700 Praxair, Inc. 1,202,573
36,050 RPM International, Inc. 1,800,698
141,700 Steel Dynamics, Inc. 3,471,650
34,000  * Trinseo SA 1,459,620
      7,934,541
  Telecommunication Services—2.7%  
141,400 AT&T, Inc. 6,109,894
113,000   Verizon Communications, Inc. 6,309,920
      12,419,814

 

56

 



 
 
Shares or      
Principal      
Amount   Security         Value
  Utilities—1.7%    
40,900 AGL Resources, Inc.   $     2,698,173
119,600 Exelon Corporation   4,348,656
21,900   NiSource, Inc.         580,788
              7,627,617
Total Value of Common Stocks (cost $295,323,746)         448,280,037
  SHORT-TERM U.S. GOVERNMENT AGENCY  
  OBLIGATIONS—.4%    
$2,000M   Federal Home Loan Bank, 0.305%, 8/3/2016 (cost $1,999,441)       1,999,560
Total Value of Investments (cost $297,323,187) 99.8 % 450,279,597
Other Assets, Less Liabilities .2       727,149
Net Assets     100.0 %     $451,006,746

 

* Non-income producing
 
Summary of Abbreviations:
ADR American Depositary Receipts
ETF Exchange Traded Fund
REIT Real Estate Investment Trust

 

57

 



Portfolio of Investments (continued)
GROWTH & INCOME FUND
June 30, 2016

The Fund’s assets and liabilities are classified into the following three levels based on the inputs used to value the assets and liabilities:

Level 1 — Unadjusted quoted prices in active markets for identical securities that the Fund has the ability to access.

Level 2 — Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

Level 3 — Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumption about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

The inputs methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. For example, U.S. Government securities are reflected as Level 2 because the inputs used to determine fair value may not always be quoted prices in an active market.

The following is a summary, by category of Level, of inputs used to value the Fund’s investments as of June 30, 2016:

    Level 1   Level 2   Level 3   Total
Common Stocks $ 448,280,037 $  — $  — $ 448,280,037
Short-Term U.S. Government        
Agency Obligations     1,999,560     1,999,560
Total Investments in Securities* $ 448,280,037 $  1,999,560 $  — $ 450,279,597

 

* The Portfolio of Investments provides information on the industry categorization for common stocks.
 
There were no transfers into or from Level 1 and Level 2 by the Fund for the period ended
June 30, 2016. Transfers, if any, between Levels are recognized at the end of the reporting period.

 

58 See notes to financial statements

 



Fund Expenses (unaudited)
INTERNATIONAL FUND

The examples below show the ongoing costs (in dollars) of investing in your Fund and will help you in comparing these costs with costs of other mutual funds. Please refer to page 5 for a detailed explanation of the information presented in these examples.

 
  Beginning Ending  
  Account Account Expenses Paid
  Value Value During Period
  (1/1/16) (6/30/16) (1/1/16–6/30/16)*
Expense Examples      
Actual $1,000.00 $1,012.96 $4.40
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,020.48 $4.42

 

* Expenses are equal to the annualized expense ratio of .88%, multiplied by the average account
value over the period, multiplied by 182/366 (to reflect the one-half year period).

 

Portfolio Composition
BY SECTOR


Portfolio holdings and allocations are subject to change. Percentages are as of June 30, 2016, and are
based on the total value of investments.

 

59

 



Portfolio of Investments
INTERNATIONAL FUND
June 30, 2016

  
 
 
 
Shares   Security Value
  COMMON STOCKS—95.1%  
  United Kingdom—21.9%  
119,999 British American Tobacco, PLC $     7,779,447
76,968 Diageo, PLC 2,150,159
398,655 Domino’s Pizza Group, PLC 1,771,145
59,441 Imperial Brands, PLC 3,223,664
2,350,390 Lloyds Banking Group, PLC 1,702,161
76,317 Persimmon, PLC 1,479,920
65,568 Reckitt Benckiser Group, PLC 6,574,642
74,770  * SABMiller, PLC 4,360,533
      29,041,671
  United States—15.1%  
22,596 Accenture, PLC – Class “A” 2,559,901
5,373 * Alphabet, Inc. – Class “C” 3,718,653
22,158 MasterCard, Inc. 1,951,233
57,878 * PayPal Holdings, Inc. 2,113,126
72,171 Philip Morris International, Inc. 7,341,234
1,922 * Priceline Group, Inc. 2,399,444
      20,083,591
  Switzerland—11.2%  
405 Chocoladefabriken Lindt & Spruengli AG 2,415,469
66,712 Nestle SA – Registered 5,168,728
22,502 Roche Holding AG – Genusscheine 5,937,823
101,302   UBS Group AG 1,314,447
      14,836,467
  India—9.8%  
338,844 HDFC Bank, Ltd. 5,924,565
2,239 HDFC Bank, Ltd. (ADR) 148,558
290,242 Housing Development Finance Corporation, Ltd. 5,407,366
268,365   ITC, Ltd. 1,469,269
      12,949,758
  France—5.6%  
77,117 Bureau Veritas SA 1,619,080
14,867 Essilor International SA 1,953,964
4,560 Hermes International 1,699,876
10,920   L’Oreal SA 2,090,680
      7,363,600

 

60

 



 
 
 
 
Shares   Security Value
  Japan—5.1%  
13,722 Daito Trust Construction Company, Ltd. $     2,227,937
63,700 Japan Tobacco, Inc. 2,567,250
84,789   Unicharm Corporation 1,905,003
      6,700,190
  Netherlands—4.0%  
114,367   Unilever NV-CVA 5,319,189
  Australia—3.3%  
27,604 CSL, Ltd. 2,327,919
37,770   Ramsay Health Care, Ltd. 2,041,299
      4,369,218
  Spain—3.2%  
14,346 Aena SA 1,901,578
101,375   Grifols SA 2,302,881
      4,204,459
  Canada—3.1%  
60,475 Alimentation Couche-Tard, Inc. – Class “B” 2,596,968
26,300   Canadian National Railway Company 1,553,022
      4,149,990
  Hong Kong—2.9%  
239,365 Link REIT (REIT) 1,636,825
98,645   Tencent Holdings, Ltd. 2,262,883
      3,899,708
  Denmark—2.9%  
17,782 Coloplast A/S – Series “B” 1,331,065
47,611   Novo Nordisk A/S – Series “B” 2,563,990
      3,895,055
  Germany—2.6%  
46,453   SAP SE 3,488,872
  South Africa—2.3%  
19,511   Naspers, Ltd. 2,979,234

 

61

 



Portfolio of Investments (continued)
INTERNATIONAL FUND
June 30, 2016

 
 
Shares or        
Principal        
Amount   Security         Value
  Ireland—2.1%      
15,616 DCC, PLC   $      1,374,209
13,806   Paddy Power, PLC         1,450,966
              2,825,175
Total Value of Common Stocks (cost $88,797,304)         126,106,177
  SHORT-TERM U.S. GOVERNMENT AGENCY    
  OBLIGATIONS—3.4%      
  United States      
  Federal Home Loan Bank:      
$1,500M 0.26%, 7/20/2016     1,499,874
2,000M 0.28%, 8/15/2016     1,999,400
1,000M   0.32%, 8/15/2016         999,700
Total Value of Short-Term U.S. Government Agency Obligations (cost $4,498,694)     4,498,974
Total Value of Investments (cost $93,295,998) 98.5 % 130,605,151
Other Assets, Less Liabilities 1.5       1,997,678
Net Assets     100.0 %     $132,602,829

 

* Non-income producing
 
Summary of Abbreviations:
ADR American Depositary Receipts

 

The Fund’s assets and liabilities are classified into the following three levels based on the inputs used to value the assets and liabilities:

Level 1 — Unadjusted quoted prices in active markets for identical securities that the Fund has the ability to access.

Level 2 — Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

Level 3 — Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumption about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

The inputs methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. For example, U.S. Government securities are reflected as Level 2 because the inputs used to determine fair value may not always be quoted prices in an active market.

62

 



The following is a summary, by category of Level, of inputs used to value the Fund’s investments as of June 30, 2016:

    Level 1   Level 2   Level 3   Total
Common Stocks        
United Kingdom $ $ 29,041,671 $ 29,041,671
United States 20,083,591 20,083,591
Switzerland 14,836,467 14,836,467
India 148,558 12,801,200 12,949,758
France 7,363,600 7,363,600
Japan 6,700,190 6,700,190
Netherlands 5,319,189 5,319,189
Australia 4,369,218 4,369,218
Spain 4,204,459 4,204,459
Canada 4,149,990 4,149,990
Hong Kong 3,899,708 3,899,708
Denmark 3,895,055 3,895,055
Germany 3,488,872 3,488,872
South Africa 2,979,234 2,979,234
Ireland 2,825,175 2,825,175
Short-Term U.S. Government        
Obligations      4,498,974     4,498,974
Total Investments in Securities $ 24,382,139 $ 106,223,012 * $ $ 130,605,151

 

* Includes certain foreign securities that were fair valued due to fluctuation in U.S. securities markets
exceeding a predetermined level or a foreign market being closed; therefore, $101,724,038 investment
securities were classified as Level 2 instead of Level 1.
 
Transfers between Level 1 and Level 2 securities as of June 30, 2016 resulted from securities priced
previously with an official close price (Level 1 securities) or securities fair valued by the Valuation
Committee (Level 2 securities). Transfers from Level 1 to Level 2 as of June 30, 2016 were
$67,264,784. Transfers, if any, between Levels are recognized at the end of the reporting period.

 

See notes to financial statements 63

 



Fund Expenses (unaudited)
INVESTMENT GRADE FUND

The examples below show the ongoing costs (in dollars) of investing in your Fund and will help you in comparing these costs with costs of other mutual funds. Please refer to page 5 for a detailed explanation of the information presented in these examples.

  Beginning Ending  
  Account Account Expenses Paid
  Value Value During Period
  (1/1/16) (6/30/16) (1/1/16–6/30/16)*
Expense Examples      
Actual $1,000.00 $1,062.12 $3.54
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,021.43 $3.47

 

* Expenses are equal to the annualized expense ratio of .69%, multiplied by the average account
value over the period, multiplied by 182/366 (to reflect the one-half year period). Expenses paid
during the period are net of expenses waived.

 

Portfolio Composition
TOP TEN SECTORS


Portfolio holdings and allocations are subject to change. Percentages are as of June 30, 2016, and are
based on the total value of investments.

 

64

 



Portfolio of Investments
INVESTMENT GRADE FUND
June 30, 2016

 
 
 
Principal    
Amount   Security Value
  CORPORATE BONDS—94.9%  
  Aerospace/Defense—.7%  
$   400M   Rolls-Royce, PLC, 3.625%, 10/14/2025 (a) $     425,040
  Agriculture—.7%  
400M   Cargill, Inc., 6%, 11/27/2017 (a) 426,776
  Automotive—1.3%  
500M Johnson Controls, Inc., 5%, 3/30/2020 547,565
300M   O’Reilly Automotive, Inc., 3.55%, 3/15/2026 315,176
      862,741
  Chemicals—2.6%  
300M Agrium, Inc., 3.375%, 3/15/2025 305,720
250M CF Industries, Inc., 3.45%, 6/1/2023 250,158
500M Dow Chemical Co., 4.25%, 11/15/2020 547,558
500M   LyondellBasell Industries NV, 6%, 11/15/2021 586,898
      1,690,334
  Consumer Durables—.8%  
  Newell Brands, Inc.:  
265M 4.7%, 8/15/2020 286,282
200M   4.2%, 4/1/2026 217,066
      503,348
  Energy—9.2%  
575M Canadian Oil Sands, Ltd., 7.75%, 5/15/2019 (a) 637,854
500M Continental Resources, Inc., 5%, 9/15/2022 491,250
400M DCP Midstream Operating, LP, 2.5%, 12/1/2017 392,000
500M Enbridge Energy Partners, LP, 4.2%, 9/15/2021 513,344
500M Kinder Morgan Energy Partners, LP, 3.45%, 2/15/2023 486,807
400M Magellan Midstream Partners, LP, 5%, 3/1/2026 453,356
  Marathon Oil Corp.:  
300M 6%, 10/1/2017 310,904
200M 3.85%, 6/1/2025 184,085
500M Nabors Industries, Inc., 6.15%, 2/15/2018 514,542
200M ONEOK Partners, LP, 3.375%, 10/1/2022 195,953
400M Plains All American Pipeline, LP, 5.875%, 8/15/2016 401,927
400M Spectra Energy Capital, LLC, 6.2%, 4/15/2018 425,733
400M Suncor Energy, Inc., 6.1%, 6/1/2018 432,738
466M   Valero Energy Corp., 9.375%, 3/15/2019 557,221
      5,997,714

 

65

 



Portfolio of Investments (continued)
INVESTMENT GRADE FUND
June 30, 2016

 
 
 
Principal    
Amount   Security Value
  Financial Services—14.5%  
$   400M American Express Co., 7%, 3/19/2018 $     437,110
  American International Group, Inc.:  
400M 3.75%, 7/10/2025 408,440
200M 4.7%, 7/10/2035 207,423
500M Ameriprise Financial, Inc., 5.3%, 3/15/2020 560,568
500M Assured Guaranty U.S. Holding, Inc., 5%, 7/1/2024 543,999
400M Berkshire Hathaway, Inc., 3.4%, 1/31/2022 432,053
300M Compass Bank, 6.4%, 10/1/2017 314,354
  ERAC USA Finance, LLC:  
500M 4.5%, 8/16/2021 (a) 554,402
500M 7%, 10/15/2037 (a) 683,324
600M Ford Motor Credit Co., LLC, 8.125%, 1/15/2020 716,166
  General Electric Capital Corp.:  
700M 4.65%, 10/17/2021 802,192
450M 6.75%, 3/15/2032 632,568
300M Harley-Davidson Financial Services, Inc., 2.4%, 9/15/2019 (a) 309,275
200M Harley-Davidson Funding Corp., 6.8%, 6/15/2018 (a) 220,824
300M Key Bank NA, 3.4%, 5/20/2026 305,256
400M Liberty Mutual Group, Inc., 4.95%, 5/1/2022 (a) 442,592
300M National City Corp., 6.875%, 5/15/2019 338,369
600M Protective Life Corp., 7.375%, 10/15/2019 696,824
300M Prudential Financial, Inc., 7.375%, 6/15/2019 348,282
400M   State Street Corp., 3.55%, 8/18/2025 435,498
      9,389,519
  Financials—25.2%  
  Bank of America Corp.:  
350M 5.65%, 5/1/2018 375,241
625M 5%, 5/13/2021 700,561
475M 5.875%, 2/7/2042 601,763
  Barclays Bank, PLC:  
400M 5.125%, 1/8/2020 429,398
600M 3.75%, 5/15/2024 617,435
300M Capital One Financial Corp., 3.75%, 4/24/2024 313,510
  Citigroup, Inc.:  
1,250M 6.125%, 11/21/2017 1,326,719
200M 8.5%, 5/22/2019 235,872
200M 4.5%, 1/14/2022 221,341
500M 3.7%, 1/12/2026 527,401
  Deutsche Bank AG:  
300M 3.375%, 5/12/2021 301,367
400M   3.7%, 5/30/2024 398,296

 

66

 



 
 
 
Principal    
Amount   Security Value
  Financials (continued)  
$   400M General Motors Financial Co., 5.25%, 3/1/2026 $     435,648
  Goldman Sachs Group, Inc.:  
200M 5.375%, 3/15/2020 222,652
600M 5.75%, 1/24/2022 697,417
300M 3.625%, 1/22/2023 315,146
700M 6.125%, 2/15/2033 875,260
  JPMorgan Chase & Co.:  
900M 6%, 1/15/2018 962,737
500M 4.5%, 1/24/2022 556,836
  Morgan Stanley:  
500M 5.95%, 12/28/2017 531,910
600M 6.625%, 4/1/2018 650,534
850M 5.5%, 7/28/2021 971,680
600M SunTrust Banks, Inc., 6%, 9/11/2017 632,386
  U.S. Bancorp:  
500M 3.6%, 9/11/2024 539,157
300M 3.1%, 4/27/2026 312,437
400M UBS AG, 4.875%, 8/4/2020 449,071
500M Visa, Inc., 3.15%, 12/14/2025 535,198
  Wells Fargo & Co.:  
300M 4.6%, 4/1/2021 335,455
900M 3.45%, 2/13/2023 932,079
250M   Wells Fargo Bank NA, 5.85%, 2/1/2037 314,752
      16,319,259
  Food/Beverage/Tobacco—4.2%  
400M Anheuser-Busch InBev Finance, Inc., 3.65%, 2/1/2026 429,348
550M Bunge Ltd. Finance Corp., 8.5%, 6/15/2019 643,955
700M Dr. Pepper Snapple Group, Inc., 6.82%, 5/1/2018 769,542
440M Ingredion, Inc., 4.625%, 11/1/2020 483,186
400M   SABMiller Holdings, Inc., 3.75%, 1/15/2022 (a) 429,218
      2,755,249
  Food/Drug—.7%  
400M   CVS Health Corp., 3.875%, 7/20/2025 440,817
  Forest Products/Container—.4%  
250M   Rock-Tenn Co., 4.9%, 3/1/2022 277,861

 

67

 



Portfolio of Investments (continued)
INVESTMENT GRADE FUND
June 30, 2016

 
 
 
Principal    
Amount   Security Value
  Health Care—2.6%  
$   300M Biogen, Inc., 6.875%, 3/1/2018 $     326,651
450M Express Scripts Holding Co., 4.75%, 11/15/2021 505,350
400M Gilead Sciences, Inc., 3.65%, 3/1/2026 435,794
400M   Laboratory Corp. of America Holdings, 3.75%, 8/23/2022 421,730
      1,689,525
  Information Technology—1.9%  
200M Apple, Inc., 2.5%, 2/9/2025 203,378
400M Diamond 1 Finance Corp., 3.48%, 6/1/2019 (a) 410,046
400M Hewlett Packard Enterprise Co., 2.85%, 10/5/2018 (a) 409,847
200M   Pitney Bowes, Inc., 5.75%, 9/15/2017 209,856
      1,233,127
  Manufacturing—2.8%  
750M CRH America, Inc., 8.125%, 7/15/2018 842,470
400M Ingersoll-Rand Global Holdings Co., Ltd., 6.875%, 8/15/2018 444,391
500M   Tyco Electronics Group SA, 6.55%, 10/1/2017 531,695
      1,818,556
  Media-Broadcasting—2.0%  
200M ABC, Inc., 8.75%, 8/15/2021 263,494
400M British Sky Broadcasting Group, PLC, 9.5%, 11/15/2018 (a) 467,398
500M   Comcast Corp., 4.25%, 1/15/2033 552,683
      1,283,575
  Media-Diversified—1.7%  
620M S&P Global, Inc., 5.9%, 11/15/2017 655,483
400M   Time Warner, Inc., 3.6%, 7/15/2025 424,056
      1,079,539
  Metals/Mining—3.9%  
500M Alcoa, Inc., 6.15%, 8/15/2020 543,125
400M Glencore Finance Canada, Ltd., 4.95%, 11/15/2021 (a) 400,466
500M Newmont Mining Corp., 5.125%, 10/1/2019 543,397
500M Rio Tinto Finance USA, Ltd., 3.75%, 9/20/2021 537,963
500M   Vale Overseas, Ltd., 5.625%, 9/15/2019 516,250
      2,541,201

 

68

 



 
 
 
Principal    
Amount   Security Value
  Real Estate Investment Trusts—6.4%  
$   300M AvalonBay Communities, Inc., 3.5%, 11/15/2024 $     316,538
400M Boston Properties, LP, 5.875%, 10/15/2019 450,039
  Digital Realty Trust, LP:  
300M 5.25%, 3/15/2021 337,575
250M 3.95%, 7/1/2022 262,221
300M ERP Operating, LP, 3.375%, 6/1/2025 317,022
200M HCP, Inc., 4.25%, 11/15/2023 207,881
  Prologis, LP:  
200M 3.35%, 2/1/2021 211,821
125M 3.75%, 11/1/2025 133,486
500M Realty Income Corp., 3.25%, 10/15/2022 513,454
500M Simon Property Group, LP, 3.375%, 10/1/2024 536,881
400M Ventas Realty, LP, 4.75%, 6/1/2021 445,454
400M   Welltower, Inc., 4%, 6/1/2025 421,173
      4,153,545
  Retail-General Merchandise—1.1%  
400M Amazon.com, Inc., 4.8%, 12/5/2034 471,956
200M   Home Depot, Inc., 5.875%, 12/16/2036 273,701
      745,657
  Telecommunications—2.0%  
400M AT&T, Inc., 3.8%, 3/15/2022 425,474
750M   Verizon Communications, Inc., 5.15%, 9/15/2023 874,807
      1,300,281
  Transportation—2.6%  
400M Burlington North Santa Fe, LLC, 5.15%, 9/1/2043 489,336
440M GATX Corp., 4.75%, 6/15/2022 473,735
300M Penske Truck Leasing Co., LP, 4.875%, 7/11/2022 (a) 327,590
400M   Southwest Airlines Co., 2.65%, 11/5/2020 413,278
      1,703,939
  Utilities—7.6%  
300M Duke Energy Progress, Inc., 4.15%, 12/1/2044 331,205
300M E.ON International Finance BV, 5.8%, 4/30/2018 (a) 321,685
300M Electricite de France SA, 3.625%, 10/13/2025 (a) 313,240
300M Entergy Arkansas, Inc., 4.95%, 12/15/2044 316,363
400M   Exelon Generation Co., LLC, 5.2%, 10/1/2019 442,920

 

69

 



Portfolio of Investments (continued)
INVESTMENT GRADE FUND
June 30, 2016

 
 
 
Principal      
Amount   Security         Value
  Utilities (continued)    
  Great River Energy Co.:    
$   44M 5.829%, 7/1/2017 (a)   $     45,251
278M 4.478%, 7/1/2030 (a)   303,013
500M Ohio Power Co., 5.375%, 10/1/2021   581,197
450M Oklahoma Gas & Electric Co., 4%, 12/15/2044 483,081
257M San Diego Gas & Electric Co., 1.914%, 2/1/2022 257,464
604M Sempra Energy, 9.8%, 2/15/2019   727,429
500M South Carolina Electric & Gas Co., 5.45%, 2/1/2041 623,030
200M   Southern Co., 2.35%, 7/1/2021         204,207
              4,950,085
Total Value of Corporate Bonds (cost $58,617,407)         61,587,688
  U.S. GOVERNMENT OBLIGATIONS—2.1%  
  U.S. Treasury Bonds:    
525M 2.5%, 2/15/2045   546,769
400M 3%, 11/15/2044   460,047
300M   3%, 5/15/2045         344,941
Total Value of U.S. Government Obligations (cost $1,267,867)       1,351,757
  SHORT-TERM U.S. GOVERNMENT AGENCY  
  OBLIGATIONS—.8%    
500M   Federal Home Loan Bank, 0.26%, 7/29/2016 (cost $499,899)       499,938
Total Value of Investments (cost $60,385,173) 97.8 % 63,439,383
Other Assets, Less Liabilities 2.2       1,411,411
Net Assets     100.0 %     $64,850,794

 

(a) Security exempt from registration under Rule 144A of the Securities Act of 1933 (see Note 5).

 

70

 



The Fund’s assets and liabilities are classified into the following three levels based on the inputs used to value the assets and liabilities:

Level 1 — Unadjusted quoted prices in active markets for identical securities that the Fund has the ability to access.

Level 2 — Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

Level 3 — Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumption about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

The inputs methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. For example, U.S. Government securities are reflected as Level 2 because the inputs used to determine fair value may not always be quoted prices in an active market.

The following is a summary, by category of Level, of inputs used to value the Fund’s investments as of June 30, 2016:

    Level 1   Level 2   Level 3   Total
Corporate Bonds $ $ 61,587,688 $ $ 61,587,688
U.S. Government Obligations 1,351,757 1,351,757
Short-Term U.S. Government        
Agency Obligations     499,938     499,938
Total Investments in Securities* $ $ 63,439,383 $ $ 63,439,383

 

* The Portfolio of Investments provides information on the industry categorization for corporate bonds.
There were no transfers into or from Level 1 and Level 2 by the Fund for the period ended
June 30, 2016. Transfers, if any, between Levels are recognized at the end of the reporting period.

 

See notes to financial statements 71

 



Fund Expenses (unaudited)
LIMITED DURATION HIGH QUALITY BOND FUND

The examples below show the ongoing costs (in dollars) of investing in your Fund and will help you in comparing these costs with costs of other mutual funds. Please refer to page 5 for a detailed explanation of the information presented in these examples.

 
  Beginning Ending  
  Account Account Expenses Paid
  Value Value During Period
  (1/1/16) (6/30/16) (1/1/16–6/30/16)*
Expense Examples      
Actual $1,000.00 $1,018.93 $5.62
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,019.29 $5.62

 

* Expenses are equal to the annualized expense ratio of 1.12%, multiplied by the average account
value over the period, multiplied by 182/366 (to reflect the one-half year period). Expenses paid
during the period are net of expenses waived.

 

Portfolio Composition
TOP TEN SECTORS


Portfolio holdings and allocations are subject to change. Percentages are as of June 30, 2016, and are
based on the total value of investments.

 

72

 



Portfolio of Investments (continued)
LIMITED DURATION HIGH QUALITY BOND FUND
June 30, 2016

 
 
 
Principal    
Amount   Security Value
  CORPORATE BONDS—62.3%  
  Automotive—1.5%  
$100M   Toyota Motor Credit Corp., 2.125%, 7/18/2019 $     102,720
  Consumer Durables—1.5%  
100M   Stanley Black & Decker, Inc., 2.451%, 11/17/2018 102,233
  Energy—7.8%  
100M ConocoPhillips Co., 1.05%, 12/15/2017 99,418
100M ExxonMobil Corp., 1.708%, 3/1/2019 101,664
100M Statoil ASA, 5.25%, 4/15/2019 110,163
100M Suncor Energy, Inc., 6.1%, 6/1/2018 108,184
100M   TransCanada Pipelines, Ltd., 1.625%, 11/9/2017 100,260
      519,689
  Financial Services—8.4%  
100M American Express Co., 7%, 3/19/2018 109,277
100M BlackRock, Inc., 5%, 12/10/2019 112,048
100M General Electric Capital Corp., 5.625%, 5/1/2018 108,439
100M Harley-Davidson Funding Corp., 6.8%, 6/15/2018 (a) 110,412
100M   Prudential Financial, Inc., 7.375%, 6/15/2019 116,094
      556,270
  Financials—16.0%  
100M Bank of America Corp., 5.65%, 5/1/2018 107,212
100M Bank of New York Mellon Corp., 2.05%, 5/3/2021 101,641
100M Barclays Bank, PLC, 6.75%, 5/22/2019 112,360
100M Citigroup, Inc., 6.125%, 11/21/2017 106,137
100M Goldman Sachs Group, Inc., 6.15%, 4/1/2018 107,794
100M JPMorgan Chase & Co., 6%, 1/15/2018 106,971
100M Morgan Stanley, 6.625%, 4/1/2018 108,422
100M U.S. Bank NA, 2.125%, 10/28/2019 102,551
100M Visa, Inc., 1.2%, 12/14/2017 100,643
100M   Wells Fargo & Co., 4.6%, 4/1/2021 111,818
      1,065,549
  Food/Beverage/Tobacco—1.5%  
100M   Anheuser-Busch InBev Finance, Inc., 1.9%, 2/1/2019 101,762
  Health Care—1.6%  
100M   Gilead Sciences, Inc., 2.55%, 9/1/2020 103,970

 

73

 



Portfolio of Investments (continued)
LIMITED DURATION HIGH QUALITY BOND FUND
June 30, 2016

 
 
 
Principal    
Amount   Security Value
  Industrials—1.5%  
$100M   PACCAR Financial Corp., 1.45%, 3/9/2018 $     100,787
  Information Technology—3.1%  
100M Apple, Inc., 0.9341%, 5/6/2019 99,903
100M   Diamond 1 Finance Corp., 4.42%, 6/15/2021 (a) 103,039
      202,942
  Manufacturing—1.6%  
100M   Tyco Electronics Group SA, 6.55%, 10/1/2017 106,339
  Media-Broadcasting—1.7%  
100M   Comcast Corp., 5.15%, 3/1/2020 113,062
  Real Estate Investment Trusts—5.0%  
100M Boston Properties, LP, 5.875%, 10/15/2019 112,510
100M Realty Income Corp., 3.25%, 10/15/2022 102,691
100M   Welltower, Inc., 6.125%, 4/15/2020 114,013
      329,214
  Retail-General Merchandise—1.5%  
100M   McDonald’s Corp., 2.1%, 12/7/2018 102,398
  Telecommunications—3.1%  
100M AT&T, Inc., 2.45%, 6/30/2020 102,191
100M   Verizon Communications, Inc., 3.65%, 9/14/2018 105,135
      207,326
  Utilities—6.5%  
100M Arizona Public Service Co., 8.75%, 3/1/2019 118,531
100M Ohio Power Co., 6.05%, 5/1/2018 107,886
100M Southern Power Co., 1.85%, 12/1/2017 100,824
100M   Wisconsin Public Service Corp., 1.65%, 12/4/2018 101,445
      428,686
Total Value of Corporate Bonds (cost $4,097,455) 4,142,947
  ASSET BACKED SECURITIES—17.2%  
  Fixed Autos—9.8%  
100M Avis Budget Rental Car Funding AESOP, LLC, 2.97%, 2/20/2020 (a) 102,599
  Ford Credit Auto Owner Trust:  
90M 1.39%, 7/15/2020 90,578
16M   0.79%, 5/15/2018 15,628

 

74

 



 
 
 
Principal    
Amount   Security Value
  Fixed Autos (continued)  
$   20M Ford Credit Floorplan Master Owner Trust, 1.42%, 1/15/2020 $     20,045
30M GM Financial Auto Leasing Trust., 1.76%, 3/20/2020 30,095
15M Harley-Davidson Motorcycle Trust, 1.3%, 3/16/2020 15,040
  Honda Auto Receivables Owner Trust:  
40M 1.31%, 10/15/2020 40,157
45M 1.46%, 10/15/2020 45,290
50M Hyundai Auto Receivables Trust, 1.48%, 6/15/2021 50,132
20M Mercedes-Benz Auto Receivables Trust, 1.34%, 12/16/2019 20,107
75M Nissan Master Owner Trust, 1.44%, 2/15/2020 75,290
25M Toyota Auto Receivables Owner Trust, 1.52%, 6/15/2020 25,240
120M   Volkswagen Auto Lease Trust, 1.25%, 12/20/2017 120,022
      650,223
  Fixed Credit Cards—6.5%  
50M American Express Credit Account Master Note Trust, 1.26%, 1/15/2020 50,212
100M Barclays DryRock Issuance Trust, 2.2%, 12/15/2022 102,964
125M Capital One Multi-Asset Execution Trust, 1.6%, 5/17/2021 126,595
40M Chase Issuance Trust, 1.3%, 2/18/2020 40,216
  Discover Card Execution Note Trust:  
30M 1.04%, 4/15/2019 30,025
80M   2.12%, 12/15/2021 82,076
      432,088
  Fixed Equipment—.9%  
60M   John Deere Owner Trust, 1.36%, 4/15/2020 60,247
Total Value of Asset Backed Securities (cost $1,137,314) 1,142,558
  RESIDENTIAL MORTGAGE-BACKED  
  SECURITIES—13.2%  
  Fannie Mae—10.4%  
45M 2.5%, 8/1/2030 (b) 46,584
201M 3%, 8/1/2026 – 6/1/2030 211,238
405M   3.5%, 10/1/2025 – 12/1/2029 431,545
      689,367
  Freddie Mac—2.8%  
112M 3%, 8/1/2027 – 8/1/2030 117,383
63M   3.5%, 8/1/2026 67,175
      184,558
Total Value of Residential Mortgage-Backed Securities (cost $864,160) 873,925

 

75

 



Portfolio of Investments (continued) (continued)
LIMITED DURATION HIGH QUALITY BOND FUND
June 30, 2016

 
 
 
Principal      
Amount   Security         Value
  U.S. GOVERNMENT AGENCY    
  OBLIGATIONS—4.6%    
  Fannie Mae:    
$  60M 0.875%, 12/20/2017   $     60,221
50M 1.125%, 7/20/2018   50,455
10M 1.5%, 6/22/2020   10,198
  Freddie Mac:    
95M 1.75%, 5/30/2019   97,654
65M 1.5%, 12/30/2019   65,055
20M   Federal Home Loan Bank, 0.875%, 5/24/2017       20,056
Total Value of U.S. Government Agency Obligations (cost $300,131)       303,639
  U.S. GOVERNMENT OBLIGATIONS—3.9%  
  U.S. Treasury Notes:    
140M 0.75%, 12/31/2017   140,380
35M 0.875%, 1/15/2018   35,162
60M 1.25%, 10/31/2018   60,844
25M   1.375%, 4/30/2020         25,475
Total Value of U.S. Government Obligations (cost $259,303)       261,861
Total Value of Investments (cost $6,658,363) 101.2 % 6,724,930
Excess of Liabilities Over Other Assets (1.2 )     (80,539)
Net Assets     100.0 %     $6,644,391

 

(a) Security exempt from registration under Rule 144A of the Securities Act of 1933 (see Note 5).
 
(b) A portion or all of the security purchased on a when-issued or delayed delivery basis (see
Note 1G).

 

76

 



The Fund’s assets and liabilities are classified into the following three levels based on the inputs used to value the assets and liabilities:

Level 1 — Unadjusted quoted prices in active markets for identical securities that the Fund has the ability to access.

Level 2 — Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

Level 3 — Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumption about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

The inputs methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. For example, U.S. Government securities are reflected as Level 2 because the inputs used to determine fair value may not always be quoted prices in an active market.

The following is a summary, by category of Level, of inputs used to value the Fund’s investments as of June 30, 2016:

    Level 1   Level 2   Level 3   Total
Corporate Bonds $ $  4,142,947 $  — $  4,142,947
Asset Backed Securities 1,142,558 1,142,558
Residential Mortgage-Backed        
Securities 873,925 873,925
U.S. Government Agency        
Obligations 303,639 303,639
U.S. Government Obligations     261,861     261,861
Total Investments in Securities* $ $  6,724,930 $  — $ 6,724,930

 

* The Portfolio of Investments provides information on the industry categorization for corporate
bonds and asset backed securities.
 
There were no transfers into or from Level 1 and Level 2 by the Fund for the period ended
June 30, 2016. Transfers, if any, between Levels are recognized at the end of the reporting period.

 

See notes to financial statements 77

 



Fund Expenses (unaudited)
OPPORTUNITY FUND

The examples below show the ongoing costs (in dollars) of investing in your Fund and will help you in comparing these costs with costs of other mutual funds. Please refer to page 5 for a detailed explanation of the information presented in these examples.

 
  Beginning Ending  
  Account Account Expenses Paid
  Value Value During Period
  (1/1/16) (6/30/16) (1/1/16–6/30/16)*
Expense Examples      
Actual $1,000.00 $983.65 $4.34
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,020.48 $4.42

 

* Expenses are equal to the annualized expense ratio of .88%, multiplied by the average account
value over the period, multiplied by 182/366 (to reflect the one-half year period).

 

Portfolio Composition
BY SECTOR


Portfolio holdings and allocations are subject to change. Percentages are as of June 30, 2016, and are
based on the total value of investments.

 

78

 



Portfolio of Investments
OPPORTUNITY FUND
June 30, 2016

 
 
 
 
Shares   Security Value
  COMMON STOCKS—92.6%  
  Consumer Discretionary—22.8%  
31,950 American Eagle Outfitters, Inc. $     508,963
8,350 * Belmond, Ltd. – Class “A” 82,665
3,800 Big Lots, Inc. 190,418
8,700 BorgWarner, Inc. 256,824
10,050 Caleres, Inc. 243,310
10,950 Delphi Automotive, PLC 685,470
5,950 Foot Locker, Inc. 326,417
4,050 Group 1 Automotive, Inc. 199,908
4,100 Harman International Industries, Inc. 294,462
4,050 * Helen of Troy, Ltd. 416,502
6,100 L Brands, Inc. 409,493
5,750 Lear Corporation 585,120
7,900 Magna International, Inc. 277,053
6,000 * Michaels Companies, Inc. 170,640
31,600 Newell Brands, Inc. 1,534,812
3,050 Nordstrom, Inc. 116,053
4,200 Oxford Industries, Inc. 237,804
9,750 Penske Automotive Group, Inc. 306,735
1,200 Ralph Lauren Corporation 107,544
11,750 Ruth’s Hospitality Group, Inc. 187,413
11,000 * Select Comfort Corporation 235,180
14,700 * ServiceMaster Global Holdings, Inc. 585,060
18,850 Stein Mart, Inc. 145,522
2,200 Superior Industries International, Inc. 58,916
20,100 * TRI Pointe Group, Inc. 237,582
10,250 Tupperware Brands Corporation 576,870
1,950 Whirlpool Corporation 324,948
22,700 * William Lyon Homes – Class “A” 365,924
6,200   Wyndham Worldwide Corporation 441,626
      10,109,234
  Consumer Staples—4.7%  
6,100 Coty, Inc. – Class “A” 158,539
16,700 Delhaize Group (ADR) 438,542
1,000 McCormick & Company, Inc. 106,670
4,725 Nu Skin Enterprises, Inc. – Class “A” 218,248
11,900   Pinnacle Foods, Inc. 550,851

 

79

 



Portfolio of Investments (continued)
OPPORTUNITY FUND
June 30, 2016

 
 
 
 
Shares   Security Value
  Consumer Staples (continued)  
4,750 Tootsie Roll Industries, Inc. $     183,018
2,000 Tyson Foods, Inc. – Class “A” 133,580
11,900 * U.S. Foods Holding Corporation 288,456
      2,077,904
  Energy—3.0%  
1,450 * Dril-Quip, Inc. 84,723
3,800 EOG Resources, Inc. 316,996
4,300 EQT Corporation 332,949
4,050 Hess Corporation 243,405
3,800 National Oilwell Varco, Inc. 127,870
8,600   PBF Energy, Inc. – Class “A” 204,508
      1,310,451
  Financials—16.9%  
3,050 Ameriprise Financial, Inc. 274,042
10,500 Berkshire Hills Bancorp, Inc. 282,660
19,300 Brixmor Property Group, Inc. (REIT) 510,678
20,100 Citizens Financial Group, Inc. 401,598
10,950 Discover Financial Services 586,810
7,200 Douglas Emmett, Inc. (REIT) 255,744
2,150 Federal Realty Investment Trust (REIT) 355,932
24,200 FelCor Lodging Trust, Inc. (REIT) 150,766
19,150 Financial Select Sector SPDR Fund (ETF) 437,195
6,450 First Republic Bank 451,435
900 Great Western Bancorp, Inc. 28,386
4,750 iShares Core S&P Mid-Cap ETF (ETF) 709,602
6,650 iShares Russell 2000 ETF (ETF) 764,550
5,750 NASDAQ, Inc. 371,853
10,500 National General Holdings Corporation 224,910
4,750 * Realogy Holdings Corporation 137,845
10,750 SPDR S&P Regional Banking (ETF) 412,263
10,050 Sterling Bancorp 157,785
29,600 Sunstone Hotel Investors, Inc. (REIT) 357,272
14,000 Tanger Factory Outlet Centers, Inc. (REIT) 562,520
4,300   Waddell & Reed Financial, Inc. – Class “A” 74,046
      7,507,892

 

80

 



 
 
 
 
Shares   Security Value
  Health Care—17.1%  
2,300 * Allergan, PLC $     531,507
6,400 * AMN Healthcare Services, Inc. 255,808
1,300 * AmSurg Corporation 100,802
13,400 * Centene Corporation 956,358
3,400 * Charles River Laboratories International, Inc. 280,296
3,600 Dentsply Sirona, Inc. 223,344
6,650 Gilead Sciences, Inc. 554,743
11,850 Hill-Rom Holdings, Inc. 597,832
4,850 * Lannett Company, Inc. 115,381
3,800 McKesson Corporation 709,270
4,800 Perrigo Company, PLC 435,216
16,800 Phibro Animal Health Corporation – Class “A” 313,488
11,050 * Prestige Brands Holdings, Inc. 612,170
3,600 Quest Diagnostics, Inc. 293,076
5,950 Thermo Fisher Scientific, Inc. 879,172
2,400 * VCA, Inc. 162,264
19,750  * VWR Corporation 570,775
      7,591,502
  Industrials—10.2%  
7,650 A.O. Smith Corporation 674,042
7,600 ESCO Technologies, Inc. 303,544
1,100 Ingersoll-Rand, PLC 70,048
10,700 ITT, Inc. 342,186
3,950 J.B. Hunt Transport Services, Inc. 319,673
11,900 Korn/Ferry International 246,330
5,450 ManpowerGroup, Inc. 350,653
4,050 Nielsen Holdings, PLC 210,479
3,050 * Nortek, Inc. 180,896
3,950 Regal Beloit Corporation 217,448
2,700 Robert Half International, Inc. 103,032
1,900 Roper Technologies, Inc. 324,064
4,500 Snap-On, Inc. 710,190
8,650 TAL International Group, Inc. 115,997
10,350   Textron, Inc. 378,396
      4,546,978
  Information Technology—9.6%  
21,800 * ARRIS International, PLC 456,928
3,350 Broadcom, Ltd. 520,590
4,300 * Fiserv, Inc. 467,539
12,000   Juniper Networks, Inc. 269,880

 

81

 



Portfolio of Investments (continued)
OPPORTUNITY FUND
June 30, 2016

 
 
Shares or      
Principal      
Amount   Security         Value
  Information Technology (continued)    
8,000 Lam Research Corporation   $     672,480
3,700 Methode Electronics, Inc.   126,651
7,900 Silicon Motion Technology (ADR)   377,620
19,600 Symantec Corporation   402,584
1,750 TE Connectivity, Ltd.   99,943
13,100 Technology Select Sector SPDR Fund (ETF)   568,016
21,250 Travelport Worldwide, Ltd.   273,913
800   Western Digital Corporation         37,808
              4,273,952
  Materials—3.3%    
8,300 * Ferro Corporation   111,054
1,900 Praxair, Inc.   213,541
23,000 Steel Dynamics, Inc.   563,500
8,700 * Summit Materials, Inc.   178,002
9,500 * Trinseo SA         407,835
              1,473,932
  Utilities—5.0%    
10,950 AGL Resources, Inc.   722,371
200 Black Hills Corporation   12,608
3,300 NiSource, Inc.   87,516
6,950 Portland General Electric Company   306,634
6,450 SCANA Corporation   488,007
9,500   WEC Energy Group, Inc.         620,350
              2,237,486
Total Value of Common Stocks (cost $39,216,999)         41,129,331
  SHORT-TERM U.S. GOVERNMENT AGENCY  
  OBLIGATIONS—4.5%    
  Federal Home Loan Bank:    
$1,000M 0.27%, 7/20/2016   999,916
1,000M   0.315%, 8/10/2016         999,733
Total Value of Short-Term U.S. Government Agency Obligations (cost $1,999,507)       1,999,649
Total Value of Investments (cost $41,216,506) 97.1 % 43,128,980
Other Assets, Less Liabilities 2.9       1,287,021
Net Assets     100.0 %     $44,416,001

 

* Non-income producing

 

82

 



Summary of Abbreviations:
ADR American Depositary Receipts
ETF Exchange Traded Fund
REIT Real Estate Investment Trust

 

The Fund’s assets and liabilities are classified into the following three levels based on the inputs used to value the assets and liabilities:

Level 1 — Unadjusted quoted prices in active markets for identical securities that the Fund has the ability to access.

Level 2 — Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

Level 3 — Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumption about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

The inputs methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. For example, U.S. Government securities are reflected as Level 2 because the inputs used to determine fair value may not always be quoted prices in an active market.

The following is a summary, by category of Level, of inputs used to value the Fund’s investments as of June 30, 2016:

    Level 1   Level 2   Level 3   Total
Common Stocks $ 41,129,331 $ $ $ 41,129,331
Short-Term U.S. Government        
Agency Obligations     1,999,649     1,999,649
Total Investments in Securities* $ 41,129,331 $ 1,999,649 $ $ 43,128,980

 

* The Portfolio of Investments provides information on the industry categorization for common stocks.
 
There were no transfers into or from Level 1 and Level 2 by the Fund for the period ended
June 30, 2016. Transfers, if any, between Levels are recognized at the end of the reporting period.

 

See notes to financial statements 83

 



Fund Expenses (unaudited)
REAL ESTATE FUND

The examples below show the ongoing costs (in dollars) of investing in your Fund and will help you in comparing these costs with costs of other mutual funds. Please refer to page 5 for a detailed explanation of the information presented in these examples.

 
  Beginning Ending  
  Account Account Expenses Paid
  Value Value During Period
  (1/1/16) (6/30/16) (1/1/16–6/30/16)*
Expense Examples      
Actual $1,000.00 $1,116.63 $8.58
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,016.75 $8.17

 

* Expenses are equal to the annualized expense ratio of 1.63%, multiplied by the average account
value over the period, multiplied by 182/366 (to reflect the one-half year period).

 

Portfolio Composition
TOP TEN SECTORS


Portfolio holdings and allocations are subject to change. Percentages are as of June 30, 2016, and are
based on the total value of investments.

 

84

 



Portfolio of Investments
REAL ESTATE FUND
June 30, 2016

 
 
 
 
Shares   Security Value
  COMMON STOCKS—95.5%  
  Apartments REITs—14.7%  
1,027 Apartment Investment & Management Company – Class “A” $     45,352
2,167 AvalonBay Communities, Inc. 390,905
485 Camden Property Trust 42,884
4,426 Equity Residential 304,863
863 Essex Property Trust, Inc. 196,842
831 Post Properties, Inc. 50,733
698   UDR, Inc. 25,770
      1,057,349
  Diversified REITs—10.0%  
5,655 Communications Sales & Leasing, Inc. 163,429
181 CorEnergy Infrastructure Trust, Inc. 5,222
6,467 Corrections Corporation of America 226,474
120 Digital Realty Trust, Inc. 13,079
2,478 Duke Realty Corporation 66,063
193 DuPont Fabros Technology, Inc. 9,175
280 Liberty Property Trust 11,122
2,183 Vornado Realty Trust 218,562
200   Whitestone REIT 3,016
      716,142
  Health Care REITs—13.3%  
4,072 Care Capital Properties, Inc. 106,727
8,959 HCP, Inc. 316,969
150 Healthcare Realty Trust, Inc. 5,248
250 Healthcare Trust of America, Inc. 8,085
130 LTC Properties, Inc. 6,725
550 Omega Heathcare Investors, Inc. 18,672
1,847 Senior Housing Properties Trust 38,473
5,035 Ventas, Inc. 366,649
1,207   Welltower, Inc. 91,937
      959,485

 

85

 



Portfolio of Investments (continued)
REAL ESTATE FUND
June 30, 2016

 
 
 
 
Shares   Security Value
  Hotels REITs—3.2%  
1,481 Hospitality Properties Trust $     42,653
7,816 Host Hotels & Resorts, Inc. 126,697
2,274 LaSalle Hotel Properties 53,621
703   Sunstone Hotel Investors, Inc. 8,485
      231,456
  Manufactured Homes REITs—2.3%  
1,696 Equity LifeStyle Properties, Inc. 135,765
417   Sun Communities, Inc. 31,959
      167,724
  Mortgage REITs—.3%  
1,007   American Capital Agency Corporation 19,959
  Office Property REITs—9.0%  
981 Alexandria Real Estate Equities, Inc. 101,553
1,689 Boston Properties, Inc. 222,779
400 Brandywine Realty Trust 6,720
1,510 City Office REIT, Inc. 19,600
1,460 Corporate Office Properties Trust 43,172
415 Douglas Emmett, Inc. 14,741
1,080 Empire State Realty Trust, Inc. – Class “A” 20,509
1,925 * Equity Commonwealth 56,075
60 Franklin Street Properties Corporation 736
993 Mack-Cali Realty Corporation 26,811
2,560 New York REIT, Inc. 23,680
4,405 Paramount Group, Inc. 70,216
1,237 Piedmont Office Realty Trust, Inc. – Class “A” 26,645
171   SL Green Realty Corporation 18,206
      651,443
  Real Estate Owners/Development—1.2%  
2,674   RMR Group, Inc. – Class “A” 82,814
  Regional Malls REITs—20.7%  
16,321 CBL & Associates Properties, Inc. 151,949
7,293 General Growth Properties, Inc. 217,477
753 Macerich Company 64,299
413 Pennsylvania Real Estate Investment Trust 8,859
3,115   Simon Property Group, Inc. 675,644

 

86

 



 
 
 
 
Shares   Security Value
  Regional Malls REITs (continued)  
4,936 Tanger Factory Outlet Centers, Inc. $     198,328
1,603 Taubman Centers, Inc. 118,943
5,095   WP Glimcher, Inc. 57,013
      1,492,512
  Shopping Centers REITs—3.7%  
140 Acadia Realty Trust 4,973
420 Cedar Realty Trust, Inc. 3,121
2,050 DDR Corporation 37,187
413 Federal Realty Investment Trust 68,372
1,353 Kimco Realty Corporation 42,457
540 Kite Realty Group Trust 15,136
230 Ramco-Gershenson Properties Trust 4,510
430 Regency Centers Corporation 36,004
2,470 Retail Properties of America, Inc. – Class “A” 41,743
390   Weingarten Realty Investors 15,920
      269,423
  Single Tenant REITs—2.2%  
104 National Retail Properties, Inc. 5,379
4,886 Select Income REIT 126,987
850 Spirit Realty Capital, Inc. 10,855
150 STORE Capital Corporation 4,418
700   VEREIT, Inc. 7,098
      154,737
  Storage REITs—13.0%  
577 CubeSmart 17,818
2,930 Extra Space Storage, Inc. 271,142
223 Iron Mountain, Inc. 8,882
1,757 Public Storage 449,072
1,816   Sovran Self Storage, Inc. 190,535
      937,449
  Student Housing REITs—.5%  
720   American Campus Communities, Inc. 38,066

 

87

 



Portfolio of Investments (continued)
REAL ESTATE FUND
June 30, 2016

 
 
 
 
Shares   Security         Value
  Warehouse/Industrial REITs—1.4%    
110 DCT Industrial Trust, Inc.   $       5,284
153 EastGroup Properties, Inc.   10,545
265 First Industrial Realty Trust, Inc.   7,372
1,580   Prologis, Inc.         77,483
              100,684
Total Value of Common Stocks (cost $6,232,810) 95.5 % 6,879,243
Other Assets, Less Liabilities 4.5       325,265
Net Assets     100.0 %     $7,204,508

 

* Non-income producing
 
Summary of Abbreviations:
REITs Real Estate Investment Trusts

 

The Fund’s assets and liabilities are classified into the following three levels based on the inputs used to value the assets and liabilities:

Level 1 — Unadjusted quoted prices in active markets for identical securities that the Fund has the ability to access.

Level 2 — Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

Level 3 — Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumption about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

The inputs methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. For example, U.S. Government securities are reflected as Level 2 because the inputs used to determine fair value may not always be quoted prices in an active market.

The following is a summary, by category of Level, of inputs used to value the Fund’s investments as of June 30, 2016:

    Level 1   Level 2 Level 3 Total
Common Stocks* 6,879,243 $ $ $ 6,879,243

 

* The Portfolio of Investments provides information on the industry categorization for common stocks.
 
There were no transfers into or from Level 1 and Level 2 by the Fund for the period ended
June 30, 2016. Transfers, if any, between Levels are recognized at the end of the reporting period.

 

88 See notes to financial statements

 



Fund Expenses (unaudited)
SELECT GROWTH FUND

The examples below show the ongoing costs (in dollars) of investing in your Fund and will help you in comparing these costs with costs of other mutual funds. Please refer to page 5 for a detailed explanation of the information presented in these examples.

 
  Beginning Ending  
  Account Account Expenses Paid
  Value Value During Period
  (1/1/16) (6/30/16) (1/1/16–6/30/16)*
Expense Examples      
Actual $1,000.00 $983.61 $4.14
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,020.68 $4.22

 

* Expenses are equal to the annualized expense ratio of .84%, multiplied by the average account
value over the period, multiplied by 182/366 (to reflect the one-half year period).

 

Portfolio Composition
BY SECTOR


Portfolio holdings and allocations are subject to change. Percentages are as of June 30, 2016, and are
based on the total value of investments.

 

89

 



Portfolio of Investments
SELECT GROWTH FUND
June 30, 2016

       
 
 
 
Shares   Security Value
  COMMON STOCKS—98.1%  
  Consumer Discretionary—14.0%  
28,700 Coach, Inc. $     1,169,238
69,560 Gentex Corporation 1,074,702
15,625 Home Depot, Inc. 1,995,156
29,740 Starbucks Corporation 1,698,749
13,900   Wyndham Worldwide Corporation 990,097
      6,927,942
  Consumer Staples—11.6%  
22,300 Campbell Soup Company 1,483,619
10,800 Clorox Company 1,494,612
30,000 Sysco Corporation 1,522,200
16,800   Wal-Mart Stores, Inc. 1,226,736
      5,727,167
  Energy—4.4%  
5,060 Chevron Corporation 530,440
5,380 Exxon Mobil Corporation 504,321
8,220 Helmerich & Payne, Inc. 551,808
22,400   SM Energy Company 604,800
      2,191,369
  Financials—11.7%  
27,700 Bank of New York Mellon Corporation 1,076,145
14,590 Discover Financial Services 781,878
9,400 FactSet Research Systems, Inc. 1,517,348
27,700 SunTrust Banks, Inc. 1,137,916
6,300 Travelers Companies, Inc. 749,952
21,300   Voya Financial, Inc. 527,388
      5,790,627
  Health Care—18.7%  
7,300 C.R. Bard, Inc. 1,716,668
21,200 * Centene Corporation 1,513,044
14,100 Gilead Sciences, Inc. 1,176,222
37,500 * Hologic, Inc. 1,297,500
6,490 Johnson & Johnson 787,237
8,020 McKesson Corporation 1,496,933
19,400 * Quintiles Transnational Holdings, Inc. 1,267,208
      9,254,812

 

90

 



 
 
 
 
Shares   Security         Value
  Industrials—12.5%    
17,100 C. H. Robinson Worldwide, Inc.   $    1,269,675
14,300 Cintas Corporation   1,403,259
8,900 General Dynamics Corporation   1,239,236
10,600 Parker Hannifin Corporation   1,145,330
41,400  * USG Corporation         1,116,144
              6,173,644
  Information Technology—23.8%    
14,900 * Adobe Systems, Inc.   1,427,271
38,200 * Aspen Technology, Inc.   1,537,168
64,600 * Cadence Design Systems, Inc.   1,569,780
51,700 Cisco Systems, Inc.   1,483,273
17,300 * Citrix Systems, Inc.   1,385,557
12,500 * Facebook, Inc. – Class “A”   1,428,500
19,300 * Red Hat, Inc.   1,401,180
39,600 * Take-Two Interactive Software, Inc.         1,501,632
              11,734,361
  Telecommunication Services—1.4%      
23,700   CenturyLink, Inc.         687,537
Total Value of Common Stocks (cost $43,363,477) 98.1 % 48,487,459
Other Assets, Less Liabilities 1.9       938,741
Net Assets     100.0 %     $49,426,200

 

* Non-income producing

 

91

 



Portfolio of Investments (continued)
SELECT GROWTH FUND
June 30, 2016

The Fund’s assets and liabilities are classified into the following three levels based on the inputs used to value the assets and liabilities:

Level 1 — Unadjusted quoted prices in active markets for identical securities that the Fund has the ability to access.

Level 2 — Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

Level 3 — Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumption about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

The inputs methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. For example, U.S. Government securities are reflected as Level 2 because the inputs used to determine fair value may not always be quoted prices in an active market.

The following is a summary, by category of Level, of inputs used to value the Fund’s investments as of June 30, 2016:

    Level 1   Level 2   Level 3   Total
Common Stocks* $ 48,487,459 $ $ $ 48,487,459

 

* The Portfolio of Investments provides information on the industry categorization for common stocks.
 
There were no transfers into or from Level 1 and Level 2 by the Fund for the period ended
June 30, 2016. Transfers, if any, between Levels are recognized at the end of the reporting period.

 

92 See notes to financial statements

 



Fund Expenses (unaudited)
SPECIAL SITUATIONS FUND

The examples below show the ongoing costs (in dollars) of investing in your Fund and will help you in comparing these costs with costs of other mutual funds. Please refer to page 5 for a detailed explanation of the information presented in these examples.

 
  Beginning Ending  
  Account Account Expenses Paid
  Value Value During Period
  (1/1/16) (6/30/16) (1/1/16–6/30/16)*
Expense Examples      
Actual $1,000.00 $1,003.83 $4.09
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,020.78 $4.12

 

* Expenses are equal to the annualized expense ratio of .82%, multiplied by the average account
value over the period, multiplied by 182/366 (to reflect the one-half year period).

 

Portfolio Composition
BY SECTOR


Portfolio holdings and allocations are subject to change. Percentages are as of June 30, 2016, and are
based on the total value of investments.

 

93

 



Portfolio of Investments
SPECIAL SITUATIONS FUND
June 30, 2016

 
 
 
 
Shares   Security Value
  COMMON STOCKS—98.9%  
  Consumer Discretionary—17.5%  
104,500 * 1-800-FLOWERS.COM, Inc. – Class “A” $     942,590
150,500 American Eagle Outfitters, Inc. 2,397,465
75,000 * Belmond, Ltd. – Class “A” 742,500
51,000 Caleres, Inc. 1,234,710
96,000 * Century Communities, Inc. 1,664,640
106,500 Entravision Communications Corporation – Class “A” 715,680
129,500 * Fox Factory Holding Corporation 2,249,415
16,500 Group 1 Automotive, Inc. 814,440
16,500 Harman International Industries, Inc. 1,185,030
61,000 * Live Nation Entertainment, Inc. 1,433,500
24,200 * Michaels Companies, Inc. 688,248
34,200 * Motorcar Parts of America, Inc. 929,556
25,000 * Nautilus, Inc. 446,000
63,000 Newell Brands, Inc. 3,059,910
36,000 Oxford Industries, Inc. 2,038,320
46,500 Penske Automotive Group, Inc. 1,462,890
103,000 Regal Entertainment Group – Class “A” 2,270,120
96,000 Ruth’s Hospitality Group, Inc. 1,531,200
22,000 * Select Comfort Corporation 470,360
74,000 * ServiceMaster Holdings, Inc. 2,945,200
2,000 Superior Industries International, Inc. 53,560
129,000 * TRI Pointe Group, Inc. 1,524,780
24,500 Tupperware Brands Corporation 1,378,860
22,500 Visteon Corporation 1,480,725
73,000 * William Lyon Homes – Class “A” 1,176,760
      34,836,459
  Consumer Staples—2.7%  
33,000 Coty, Inc. – Class “A” 857,670
46,500 Pinnacle Foods, Inc. 2,152,485
34,500 Tootsie Roll Industries, Inc. 1,329,285
44,500 * U.S. Foods Holding Corporation 1,078,680
      5,418,120
  Energy—1.4%  
25,500 Delek US Holdings, Inc. 336,855
14,500 * Dril-Quip, Inc. 847,235
35,500 PBF Energy, Inc. – Class “A” 844,190
38,500   Western Refining, Inc. 794,255
      2,822,535

 

94

 



 
 
 
 
Shares   Security Value
  Financials—26.6%  
53,000 AllianceBernstein Holding, LP (MLP) $     1,234,900
41,500 American Equity Investment Life Holding Company 591,375
56,500 American Financial Group, Inc. 4,177,045
37,500 Aspen Insurance Holdings, Ltd. 1,739,250
63,000 * Atlas Financial Holdings, Inc. 1,084,860
80,500 Berkshire Hills Bancorp, Inc. 2,167,060
85,000 Brixmor Property Group, Inc. (REIT) 2,249,100
45,500 Brown & Brown, Inc. 1,704,885
58,500 Citizens Financial Group, Inc. 1,168,830
68,500 Douglas Emmett, Inc. (REIT) 2,433,120
13,500 Endurance Specialty Holdings, Ltd. 906,660
37,500 * FCB Financial Holdings, Inc. – Class “A” 1,275,000
19,500 Federal Realty Investment Trust (REIT) 3,228,225
155,500 FelCor Lodging Trust, Inc. (REIT) 968,765
162,500 Financial Select Sector SPDR Fund (ETF) 3,709,875
43,000 Great Western Bancorp, Inc. 1,356,220
63,000 * Green Bancorp, Inc. 549,360
26,500 iShares Russell 2000 ETF (ETF) 3,046,705
74,000 OceanFirst Financial Corporation 1,344,580
38,500 Opus Bank 1,301,300
29,500 Prosperity Bancshares, Inc. 1,504,205
31,000 Simmons First National Corporation – Class “A” 1,431,735
96,500 SPDR S&P Regional Banking (ETF) 3,700,775
174,500 Sterling Bancorp 2,739,650
139,000 Sunstone Hotel Investors, Inc. (REIT) 1,677,730
71,500 Tanger Factory Outlet Centers, Inc. (REIT) 2,872,870
92,500 TCF Financial Corporation 1,170,125
54,500 Urstadt Biddle Properties, Inc. – Class “A” (REIT) 1,350,510
19,500   Waddell & Reed Financial, Inc. – Class “A” 335,790
      53,020,505
  Health Care—12.8%  
24,500 * ANI Pharmaceuticals, Inc. 1,367,590
58,500 * Centene Corporation 4,175,145
15,500 * Charles River Laboratories International, Inc. 1,277,820
57,500 * DepoMed, Inc. 1,128,150
51,000 * Globus Medical, Inc . – Class “A” 1,215,330
54,500 Hill-Rom Holdings, Inc. 2,749,525
15,000 * ICON, PLC 1,050,150
23,500 * Integra LifeSciences Holdings Corporation 1,874,830
24,000 * Lannett Company, Inc. 570,960
44,000   PerkinElmer, Inc. 2,306,480

 

95

 



Portfolio of Investments (continued)
SPECIAL SITUATIONS FUND
June 30, 2016

 
 
 
 
Shares   Security Value
  Health Care (continued)  
67,500 Phibro Animal Health Corporation – Class “A” $     1,259,550
56,500 * Surgical Care Affilates, Inc. 2,693,355
16,500 * VCA, Inc. 1,115,565
94,500 * VWR Corporation 2,731,050
      25,515,500
  Industrials—13.4%  
44,000 A.O. Smith Corporation 3,876,840
51,000 ESCO Technologies, Inc. 2,036,940
26,500 * Generac Holdings, Inc. 926,440
66,000 ITT, Inc. 2,110,680
98,500 Kforce, Inc. 1,663,665
116,000 * NCI Building Systems, Inc. 1,854,840
7,500 * Nortek, Inc. 444,825
44,000 Orbital ATK, Inc. 3,746,160
43,500 * Patrick Industries, Inc. 2,622,615
30,000 Regal Beloit Corporation 1,651,500
22,500 Snap-On, Inc. 3,550,950
17,000 Standex International Corporation 1,404,710
55,500   TAL International Group, Inc. 744,255
      26,634,420
  Information Technology—11.4%  
109,500 * ARRIS International, PLC 2,295,120
43,000 * Autobytel, Inc. 596,410
31,000 Avnet, Inc. 1,255,810
9,500 CDW Corporation 380,760
1,000 * Coherent, Inc. 91,780
55,000 * CommScope Holding Company, Inc. 1,706,650
101,000 CPI Card Group, Inc. 506,010
19,000 IAC/InterActiveCorp 1,069,700
18,000 Lam Research Corporation 1,513,080
59,500 * Microsemi Corporation 1,944,460
36,500 MKS Instruments, Inc. 1,571,690
105,000 * Orbotech, Ltd. 2,682,750
55,000 * Perficient, Inc. 1,117,050
21,700 * PTC, Inc. 815,486
55,000   Silicon Motion Technology Corporation (ADR) 2,629,000

 

96

 



 
 
Shares or      
Principal      
Amount   Security         Value
  Information Technology (continued)    
42,500 * Synchronoss Technologies, Inc.   $   1,354,050
80,000 Travelport Worldwide, Ltd.   1,031,200
1,999   Western Digital Corporation         94,473
              22,655,479
  Materials—7.7%    
42,000 AptarGroup, Inc.   3,323,460
141,500 * Ferro Corporation   1,893,270
66,000 Olin Corporation   1,639,440
22,000 Sensient Technologies Corporation   1,562,880
95,000 Steel Dynamics, Inc.   2,327,500
40,000 * Summit Materials, Inc. – Class “A”   818,400
64,500 * Trinseo SA   2,768,985
25,500   WestRock Company         991,185
              15,325,120
  Utilities—5.4%    
54,500 AGL Resources, Inc.   3,595,365
17,500 Pinnacle West Capital Corporation   1,418,550
41,000 Portland General Electric Company   1,808,920
26,500 SCANA Corporation   2,004,990
30,000   WEC Energy Group, Inc.         1,959,000
              10,786,825
Total Value of Common Stocks (cost $171,464,581)         197,014,963
  SHORT-TERM U.S. GOVERNMENT AGENCY  
  OBLIGATIONS—.5%    
$1,000M   Federal Home Loan Bank, 0.26%, 7/20/2016 (cost $999,863)       999,916
Total Value of Investments (cost $172,464,444) 99.4 % 198,014,879
Other Assets, Less Liabilities .6       1,217,545
Net Assets     100.0 %     $199,232,424

 

* Non-income producing
 
Summary of Abbreviations:
ADR American Depositary Receipts
ETF Exchange Traded Fund
MLP Master Limited Partnership
REIT Real Estate Investment Trust

 

97

 



Portfolio of Investments (continued)
SPECIAL SITUATIONS FUND
June 30, 2016

The Fund’s assets and liabilities are classified into the following three levels based on the inputs used to value the assets and liabilities:

Level 1 — Unadjusted quoted prices in active markets for identical securities that the Fund has the ability to access.

Level 2 — Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

Level 3 — Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumption about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

The inputs methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. For example, U.S. Government securities are reflected as Level 2 because the inputs used to determine fair value may not always be quoted prices in an active market.

The following is a summary, by category of Level, of inputs used to value the Fund’s investments as of June 30, 2016:

    Level 1   Level 2   Level 3   Total
Common Stocks $ 197,014,963 $  — $  — $ 197,014,963
Short-Term U.S. Government        
Agency Obligations     999,916     999,916
Total Investments in Securities* $ 197,014,963 $  999,916 $  — $ 198,014,879

 

* The Portfolio of Investments provides information on the industry categorization for common stocks.
 
There were no transfers into or from Level 1 and Level 2 by the Fund for the period ended
June 30, 2016. Transfers, if any, between Levels are recognized at the end of the reporting period.

 

98 See notes to financial statements

 



Fund Expenses (unaudited)
TOTAL RETURN FUND

The examples below show the ongoing costs (in dollars) of investing in your Fund and will help you in comparing these costs with costs of other mutual funds. Please refer to page 5 for a detailed explanation of the information presented in these examples.

 
  Beginning Ending  
  Account Account Expenses Paid
  Value Value During Period
  (1/1/16) (6/30/16) (1/1/16–6/30/16)*
Expense Examples      
Actual $1,000.00 $1,023.79 $4.48
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,020.43 $4.47

 

* Expenses are equal to the annualized expense ratio of .89%, multiplied by the average account
value over the period, multiplied by 182/366 (to reflect the one-half year period).

 

Portfolio Composition
TOP TEN SECTORS


Portfolio holdings and allocations are subject to change. Percentages are as of June 30, 2016, and are
based on the total value of investments.

 

99

 



Portfolio of Investments
TOTAL RETURN FUND
June 30, 2016

 
 
 
 
Shares   Security Value
  COMMON STOCKS—59.4%  
  Consumer Discretionary—10.5%  
10,500 American Eagle Outfitters, Inc. $     167,265
1,200 Big Lots, Inc. 60,132
3,900 BorgWarner, Inc. 115,128
5,850 CBS Corporation – Class “B” 318,474
4,200 Delphi Automotive, PLC 262,920
2,100 Foot Locker, Inc. 115,206
9,300 Ford Motor Company 116,901
1,800 Harman International Industries, Inc. 129,276
2,500 Home Depot, Inc. 319,225
5,000 Johnson Controls, Inc. 221,300
3,200 L Brands, Inc. 214,816
2,750 Lear Corporation 279,840
3,150 Magna International, Inc. 110,471
12,758 Newell Brands, Inc. 619,656
1,100 Oxford Industries, Inc. 62,282
2,700 Penske Automotive Group, Inc. 84,942
3,600 * Select Comfort Corporation 76,968
6,300 Stein Mart, Inc. 48,636
4,100 Tupperware Brands Corporation 230,748
2,200 Walt Disney Company 215,204
800 Whirlpool Corporation 133,312
2,350   Wyndham Worldwide Corporation 167,391
      4,070,093
  Consumer Staples—6.1%  
6,650 Altria Group, Inc. 458,584
5,000 Coca-Cola Company 226,650
4,000 CVS Health Corporation 382,960
3,400 Delhaize Group (ADR) 89,284
3,800 Koninklijke Ahold NV (ADR) 84,056
2,000 Nu Skin Enterprises, Inc. – Class “A” 92,380
2,200 PepsiCo, Inc. 233,068
4,100 Philip Morris International, Inc. 417,052
1,450 Procter & Gamble Company 122,772
1,300 Tyson Foods, Inc. – Class “A” 86,827
2,150   Wal-Mart Stores, Inc. 156,993
      2,350,626

 

100

 



 
 
 
 
Shares   Security Value
  Energy—3.5%  
1,800 Anadarko Petroleum Corporation $     95,850
500 Chevron Corporation 52,415
3,100 ConocoPhillips 135,160
3,000 Devon Energy Corporation 108,750
2,750 ExxonMobil Corporation 257,785
1,200 Hess Corporation 72,120
3,400 Marathon Oil Corporation 51,034
4,350 Marathon Petroleum Corporation 165,126
1,300 Occidental Petroleum Corporation 98,228
1,400 PBF Energy, Inc. – Class “A” 33,292
1,450 Phillips 66 115,043
600 Schlumberger, Ltd. 47,448
4,600   Suncor Energy, Inc. 127,558
      1,359,809
  Financials—8.6%  
3,300 American Express Company 200,508
1,000 American International Group, Inc. 52,890
2,100 Ameriprise Financial, Inc. 188,685
9,100 Brixmor Property Group, Inc. (REIT) 240,786
1,700 Chubb, Ltd. 222,207
6,200 Citizens Financial Group, Inc. 123,876
4,450 Discover Financial Services 238,476
7,100 Financial Select Sector SPDR Fund (ETF) 162,093
600 iShares Core S&P Mid-Cap ETF (ETF) 89,634
1,900 iShares Russell 2000 ETF (ETF) 218,443
5,500 JPMorgan Chase & Company 341,770
2,800 MetLife, Inc. 111,524
700 Morgan Stanley 18,186
1,950 PNC Financial Services Group, Inc. 158,711
3,200 SPDR S&P Regional Banking (ETF) 122,720
9,000 Sunstone Hotel Investors, Inc. (REIT) 108,630
5,600 Tanger Factory Outlet Centers, Inc. (REIT) 225,008
4,600 U.S. Bancorp 185,518
5,500 Urstadt Biddle Properties, Inc. – Class “A” (REIT) 136,290
3,800   Wells Fargo & Company 179,854
      3,325,809

 

101

 



Portfolio of Investments (continued)
TOTAL RETURN FUND
June 30, 2016

 
 
 
 
Shares   Security Value
  Health Care—12.0%  
5,350 Abbott Laboratories $     210,308
4,500 AbbVie, Inc. 278,595
500 * Allergan, PLC 115,545
3,300 * AMN Healthcare Services, Inc. 131,901
2,217 Baxter International, Inc. 100,253
2,350 Cardinal Health, Inc. 183,323
3,000 * Centene Corporation 214,110
2,100 * Express Scripts Holding Company 159,180
4,100 Gilead Sciences, Inc. 342,022
3,550 Hill-Rom Holdings, Inc. 179,097
3,750 Johnson & Johnson 454,875
118 * Mallinckrodt, PLC 7,172
1,100 McKesson Corporation 205,315
2,650 Medtronic, PLC 229,941
4,300 Merck & Company, Inc. 247,723
2,600 * Mylan NV 112,424
12,000 Pfizer, Inc. 422,520
4,100 Phibro Animal Health Corporation – Class “A” 76,506
740 Shire, PLC (ADR) 136,219
3,500 Thermo Fisher Scientific, Inc. 517,160
4,950 * VWR Corporation 143,055
3,500   Zoetis, Inc. 166,110
      4,633,354
  Industrials—5.3%  
1,850 3M Company 323,972
3,450 General Electric Company 108,606
2,900 Honeywell International, Inc. 337,328
400 Ingersoll-Rand, PLC 25,472
3,100 ITT, Inc. 99,138
2,300 Koninklijke Philips NV 57,362
2,300 Korn/Ferry International 47,610
250 Lockheed Martin Corporation 62,043
1,800 ManpowerGroup, Inc. 115,812
1,200 Nielsen Holdings, PLC 62,364
800 Robert Half International, Inc 30,528
1,700 Snap-On, Inc. 268,294
4,900 TAL International Group, Inc. 65,709
1,900   Textainer Group Holdings, Ltd. 21,166

 

102

 



 
 
 
 
Shares   Security Value
  Industrials (continued)  
3,900 Textron, Inc. $     142,584
1,400 Tyco International, PLC 59,640
2,000   United Technologies Corporation 205,100
      2,032,728
  Information Technology—9.6%  
4,300 Apple, Inc. 411,080
7,500 Applied Materials, Inc. 179,775
7,700 * ARRIS International, PLC 161,392
1,200 Broadcom, Ltd. 186,480
12,400 Cisco Systems, Inc. 355,756
3,450 * eBay, Inc. 80,764
13,100 EMC Corporation 355,926
9,950 Hewlett Packard Enterprise Company 181,786
4,300 HP, Inc. 53,965
8,000 Intel Corporation 262,400
1,000 International Business Machines Corporation 151,780
3,300 Juniper Networks, Inc. 74,217
2,700 Methode Electronics, Inc. 92,421
8,600 Microsoft Corporation 440,062
900 * NXP Semiconductors NV 70,506
4,800 Oracle Corporation 196,464
3,700 QUALCOMM, Inc. 198,209
8,000 Symantec Corporation 164,320
1,100 TE Connectivity, Ltd. 62,821
500 Travelport Worldwide, Ltd. 6,445
346   Western Digital Corporation 16,352
      3,702,921
  Materials—1.1%  
500 Praxair, Inc. 56,195
1,800 RPM International, Inc. 89,910
7,600 Steel Dynamics, Inc. 186,200
1,700 * Trinseo SA 72,981
      405,286
  Telecommunication Services—1.7%  
7,250 AT&T, Inc. 313,272
5,900   Verizon Communications, Inc. 329,456
      642,728

 

103

 



Portfolio of Investments (continued)
TOTAL RETURN FUND
June 30, 2016

 
 
Shares or    
Principal    
Amount   Security Value
  Utilities—1.0%  
2,000 AGL Resources, Inc. $      131,940
6,200 Exelon Corporation 225,432
1,100   NiSource, Inc. 29,172
      386,544
Total Value of Common Stocks (cost $21,583,328) 22,909,898
  CORPORATE BONDS—21.1%  
  Agriculture—.3%  
$  100M   Cargill, Inc., 6%, 11/27/2017 (a) 106,694
  Automotive—.5%  
100M Johnson Controls, Inc., 5%, 3/30/2020 109,513
100M   O’Reilly Automotive, Inc., 3.55%, 3/15/2026 105,059
      214,572
  Chemicals—.8%  
100M Agrium, Inc., 3.375%, 3/15/2025 101,907
100M CF Industries, Inc., 3.45%, 6/1/2023 100,063
100M   Dow Chemical Co., 4.25%, 11/15/2020 109,512
      311,482
  Consumer Durables—.3%  
100M   Newell Brands, Inc., 4.2%, 4/1/2026 108,533
  Energy—1.9%  
100M Canadian Oil Sands, Ltd., 7.75%, 5/15/2019 (a) 110,931
100M Continental Resources, Inc., 5%, 9/15/2022 98,250
100M DCP Midstream Operating, LP, 2.5%, 12/1/2017 98,000
100M Enbridge Energy Partners, LP, 4.2%, 9/15/2021 102,669
100M Plains All American Pipeline, LP, 5.875%, 8/15/2016 100,482
100M Suncor Energy, Inc., 6.1%, 6/1/2018 108,185
100M   Valero Energy Corp., 9.375%, 3/15/2019 119,575
      738,092
  Financial Services—3.1%  
100M American Express Co., 7%, 3/19/2018 109,277
100M American International Group, Inc., 3.75%, 7/10/2025 102,110
100M Ameriprise Financial, Inc., 5.3%, 3/15/2020 112,114
100M Assured Guaranty U.S. Holding, Inc., 5%, 7/1/2024 108,800
100M   BlackRock, Inc., 5%, 12/10/2019 112,048

 

104

 



 
 
 
Principal    
Amount   Security Value
  Financial Services (continued)  
  ERAC USA Finance, LLC:  
$   100M 4.5%, 8/16/2021 (a) $      110,881
100M 3.3%, 10/15/2022 (a) 103,921
100M Ford Motor Credit Co., LLC, 8.125%, 1/15/2020 119,361
100M General Electric Capital Corp., 5.625%, 9/15/2017 105,703
100M Liberty Mutual Group, Inc., 4.95%, 5/1/2022 (a) 110,648
100M   Prudential Financial, Inc., 7.375%, 6/15/2019 116,094
      1,210,957
  Financials—4.2%  
  Bank of America Corp.:  
100M 5.65%, 5/1/2018 107,212
100M 5%, 5/13/2021 112,090
100M Barclays Bank, PLC, 5.125%, 1/8/2020 107,349
100M Capital One Financial Corp., 3.75%, 4/24/2024 104,503
  Citigroup, Inc.:  
100M 6.125%, 11/21/2017 106,137
100M 4.5%, 1/14/2022 110,671
100M Deutsche Bank AG, 3.7%, 5/30/2024 99,574
100M Fifth Third Bancorp, 3.5%, 3/15/2022 106,152
100M Goldman Sachs Group, Inc., 3.625%, 1/22/2023 105,049
  JPMorgan Chase & Co.:  
100M 6%, 1/15/2018 106,971
100M 4.5%, 1/24/2022 111,367
  Morgan Stanley:  
100M 6.625%, 4/1/2018 108,422
100M 5.5%, 7/28/2021 114,315
100M SunTrust Banks, Inc., 6%, 9/11/2017 105,398
100M   U.S. Bancorp, 3.6%, 9/11/2024 107,831
      1,613,041
  Food/Beverage/Tobacco—.5%  
200M   Anheuser-Busch InBev Finance, Inc., 3.65%, 2/1/2026 214,674
  Food/Drug—.3%  
100M   CVS Health Corp., 3.875%, 7/20/2025 110,204
  Forest Products/Container—.3%  
100M   Rock-Tenn Co., 4.9%, 3/1/2022 111,144

 

105

 



Portfolio of Investments (continued)
TOTAL RETURN FUND
June 30, 2016

 
 
 
Principal    
Amount   Security Value
  Health Care—1.1%  
$  100M Biogen, Inc., 6.875%, 3/1/2018 $     108,883
100M Express Scripts Holding Co., 4.75%, 11/15/2021 112,300
100M Gilead Sciences, Inc., 3.65%, 3/1/2026 108,949
100M   Laboratory Corp. of America Holdings, 3.75%, 8/23/2022 105,433
      435,565
  Higher Education—.3%  
100M   Yale University, 2.086%, 4/15/2019 103,314
  Information Technology—.5%  
100M Apple, Inc., 2.5%, 2/9/2025 101,689
100M   Hewlett Packard Enterprise Co., 2.85%, 10/5/2018 (a) 102,462
      204,151
  Manufacturing—.3%  
100M   Tyco Electronics Group SA, 6.55%, 10/1/2017 106,339
  Media-Broadcasting—.3%  
100M   Comcast Corp., 5.15%, 3/1/2020 113,062
  Media-Diversified—.3%  
100M   Time Warner, Inc., 3.6%, 7/15/2025 106,014
  Metals/Mining—.3%  
100M   Newmont Mining Corp., 5.125%, 10/1/2019 108,679
  Real Estate Investment Trusts—1.9%  
200M AvalonBay Communities, Inc., 3.5%, 11/15/2024 211,026
100M Digital Realty Trust, LP, 5.25%, 3/15/2021 112,525
100M HCP, Inc., 4.25%, 11/15/2023 103,940
100M Prologis, LP, 3.35%, 2/1/2021 105,910
100M Simon Property Group, LP, 3.375%, 10/1/2024 107,376
100M   Ventas Realty, LP, 4.75%, 6/1/2021 111,364
      752,141
  Retail-General Merchandise—.7%  
100M Amazon.com, Inc., 4.8%, 12/5/2034 117,989
100M   Home Depot, Inc., 5.875%, 12/16/2036 136,851
      254,840

 

106

 



 
 
 
Principal    
Amount   Security Value
  Telecommunications—.6%  
$  100M AT&T, Inc., 3.8%, 3/15/2022 $      106,368
100M   Verizon Communications, Inc., 5.15%, 9/15/2023 116,641
      223,009
  Transportation—1.1%  
100M Burlington North Santa Fe, LLC, 5.15%, 9/1/2043 122,334
100M GATX Corp., 5.2%, 3/15/2044 103,985
100M Penske Truck Leasing Co., LP, 4.875%, 7/11/2022 (a) 109,197
100M   Southwest Airlines Co., 2.65%, 11/5/2020 103,320
      438,836
  Utilities—1.5%  
100M Electricite de France SA, 3.625%, 10/13/2025 (a) 104,413
100M Ohio Power Co., 5.375%, 10/1/2021 116,239
100M Oklahoma Gas & Electric Co., 4%, 12/15/2044 107,351
100M Sempra Energy, 9.8%, 2/15/2019 120,435
100M   South Carolina Electric & Gas Co., 5.45%, 2/1/2041 124,606
      573,044
Total Value of Corporate Bonds (cost $7,919,669) 8,158,387
  RESIDENTIAL MORTGAGE-BACKED  
  SECURITIES—6.8%  
  Fannie Mae—5.8%  
200M 2.5%, 7/19/2031 (b) 206,933
267M 3%, 6/1/2030 – 1/1/2045 281,101
1,110M 3.5%, 11/1/2028 – 7/14/2046 (b) 1,176,379
293M 4%, 7/1/2041 – 7/14/2046 (b) 314,906
127M 4.5%, 8/1/2041 139,870
123M   5%, 3/1/2042 136,809
      2,255,998
  Freddie Mac—1.0%  
85M 3.5%, 7/1/2044 91,070
99M 4%, 7/1/2044 – 4/1/2045 106,432
172M   4.5%, 12/1/2043 190,103
      387,605
Total Value of Residential Mortgage-Backed Securities (cost $2,615,995) 2,643,603

 

107

 



Portfolio of Investments (continued)
TOTAL RETURN FUND
June 30, 2016

 
 
 
Principal      
Amount   Security         Value
  U.S. GOVERNMENT OBLIGATIONS—5.0%  
$  100M U.S. Treasury Bonds, 3.125%, 8/15/2044   $    117,744
  U.S. Treasury Notes:    
100M 0.3342%, 4/30/2017 †   100,027
100M 0.3442%, 1/31/2017 †   100,031
300M 0.4282%, 10/31/2017 †   300,260
500M 0.5322%, 1/31/2018 †   501,065
550M 0.625%, 1/15/2024 (TIPS)   591,079
200M   2%, 2/15/2023         209,527
Total Value of U.S. Government Obligations (cost $1,887,268)       1,919,733
  ASSET BACKED SECURITIES—1.6%    
  Fixed Autos    
200M Avis Budget Rental Car Funding AESOP, LLC, 2.97%, 2/20/2020 (a) 205,199
100M Ford Credit Auto Lease Trust, 1.85%, 7/15/2019 100,591
100M GM Financial Auto Leasing Trust., 1.76%, 3/20/2020 100,317
100M Harley-Davidson Motorcycle Trust, 1.3%, 3/16/2020 100,267
100M   Nissan Auto Lease Trust, 1.65%, 10/15/2021         100,340
Total Value of Asset Backed Securities (cost $602,678)         606,714
  U.S. GOVERNMENT AGENCY OBLIGATIONS—.2%  
85M   Fannie Mae, 2.125%, 4/24/2026 (cost $84,291)       87,415
  SHORT-TERM U.S. GOVERNMENT AGENCY  
  OBLIGATIONS—7.3%    
  Federal Home Loan Bank:    
1,500M 0.24%, 7/14/2016   1,499,913
1,300M   0.33%, 8/22/2016         1,299,549
Total Value of Short-Term U.S. Government Agency Obligations (cost $2,799,250)       2,799,462
Total Value of Investments (cost $37,492,479) 101.4 % 39,125,212
Excess of Liabilities Over Other Assets (1.4 )     (525,318)
Net Assets     100.0 %     $38,599,894

 

* Non-income producing
 
(a) Security exempt from registration under Rule 144A of the Securities Act of 1933 (see Note 5).
 
(b) A portion or all of the security purchased on a when-issued or delayed delivery basis (see
Note 1G).
 
Interest rates are determined and reset periodically. The interest rates above are the rates in effect
at June 30, 2016.

 

108

 



Summary of Abbreviations:
ADR American Depositary Receipts
ETF Exchange Traded Fund
REIT Real Estate Investment Trust
TIPS Treasury Inflation-Protected Securities

 

The Fund’s assets and liabilities are classified into the following three levels based on the inputs used to value the assets and liabilities:

Level 1 — Unadjusted quoted prices in active markets for identical securities that the Fund has the ability to access.

Level 2 — Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

Level 3 — Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumption about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

The inputs methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. For example, U.S. Government securities are reflected as Level 2 because the inputs used to determine fair value may not always be quoted prices in an active market.

The following is a summary, by category of Level, of inputs used to value the Fund’s investments as of June 30, 2016:

    Level 1   Level 2   Level 3   Total
Common Stocks $ 22,909,898 $ $ $ 22,909,898
Corporate Bonds 8,158,387 8,158,387
Residential Mortgage-Backed        
Securities 2,643,603 2,643,603
U.S. Government Obligations 1,919,733 1,919,733
Asset Backed Securities 606,714 606,714
U.S. Government Agency        
Obligations 87,415 87,415
Short-Term U.S. Government        
Agency Obligations     2,799,462     2,799,462
Total Investments in Securities* $ 22,909,898 $ 16,215,314 $ $ 39,125,212

 

* The Portfolio of Investments provides information on the industry categorization for common stocks
and corporate bonds.
 
There were no transfers into or from Level 1 and Level 2 by the Fund for the period ended
June 30, 2016. Transfers, if any, between Levels are recognized at the end of the reporting period.

 

See notes to financial statements 109

 



Statements of Assets and Liabilities
FIRST INVESTORS LIFE SERIES FUNDS
June 30, 2016

                                 
  BALANCED     CASH COVERED CALL     EQUITY     FUND FOR         GROWTH &
      INCOME MANAGEMENT STRATEGY     INCOME     INCOME GOVERNMENT     INCOME
Assets                                          
Investments in securities:                                          
At identified cost  $ 6,772,181  $ 9,852,050  $ 5,465,129    $ 82,913,095   $ 93,962,818 $ 29,752,456 $  297,323,187
 
At value (Note 1A)  $ 6,991,630  $ 9,852,050  $ 5,482,965  $ 109,444,983   $ 94,876,671 $ 30,354,551 $  450,279,597
Cash   276,064   342,802   229,785     1,223,302     2,802,970   1,615,106     1,421,894
Receivables:                                          
Investment securities sold   7,894             422,900   326,976     681,117
Options contracts sold       1,021              
Interest and dividends   33,441   571   4,864     182,787     1,336,945   103,651     622,253
Trust shares sold   8,716   36,146   17,664     46,913     5,762   10,518     23,020
Other assets     581       6,967     6,717   2,062     31,408
Total Assets   7,317,745   10,232,150   5,736,299  110,904,952     99,451,965   32,412,864  453,059,289
 
Liabilities                                          
Options written:                                          
Premium received  $  $  $ 168,761    $    $  $    $
 
At value (Note 1A)  $  $  $ 182,764    $    $  $    $
 
Payables:                                          
Investment securities purchased   495,531     123,294         1,134,242   1,935,375     1,544,186
Trust shares redeemed   525   23,505   66     68,137     76,955   26,053     203,402
Accrued advisory fees   3,261     3,250     67,428     60,298   14,896     272,092
Accrued expenses   20,966   10,450   10,610     14,805     18,621   11,574     32,863
Total Liabilities   520,283   33,955   319,984     150,370     1,290,116   1,987,898     2,052,543
Net Assets  $ 6,797,462 $ 10,198,195  $ 5,416,315 $ 110,754,582   $ 98,161,849 $ 30,424,966 $  451,006,746
 
Net Assets Consist of:                                          
Capital paid in  $ 6,522,427 $ 10,198,195  $ 5,376,838   $ 82,091,994 $ 121,718,305 $ 30,461,878 $  284,568,367
Undistributed net investment income   44,004     6,692     1,170,878     1,610,674   222,472     4,127,208
Accumulated net realized gain (loss) on investments                                          
and option contracts   11,582     28,952     959,822 (26,080,983     (861,479     9,354,761
Net unrealized appreciation (depreciation) in value of:                                          
Investments   219,449     17,836     26,531,888     913,853   602,095 152,956,410
Option contracts       (14,003              
 
Total  $ 6,797,462 $ 10,198,195  $ 5,416,315 $ 110,754,582 $ 98,161,849 $ 30,424,966 $  451,006,746
 
Shares of beneficial interest outstanding (Note 2)   656,493   10,198,195   537,358     5,581,025     16,221,460   3,091,557     11,091,968
 
Net asset value, offering and redemption price per share —                                          
(Net assets divided by shares outstanding) $ 10.35 $ 1.00 $ 10.08   $ 19.84   $ 6.05 $ 9.84   $ 40.66

 

110 See notes to financial statements 111

 



Statements of Assets and Liabilities
FIRST INVESTORS LIFE SERIES FUNDS
June 30, 2016

                                         
                  LIMITED                        
                  DURATION                        
        INVESTMENT   HIGH QUALITY           REAL     SELECT     SPECIAL
     INTERNATIONAL     GRADE     BOND OPPORTUNITY     ESTATE     GROWTH   SITUATIONS
Assets                                          
Investments in securities:                                          
At identified cost   $ 93,295,998 $ 60,385,173    $ 6,658,363 $ 41,216,506  $ 6,232,810 $ 43,363,477 $  172,464,444
 
At value (Note 1A) $ 130,605,151 $ 63,439,383    $ 6,724,930 $ 43,128,980  $ 6,879,243 $ 48,487,459 $  198,014,879
Cash     1,404,041   800,084     197,905   1,362,292   296,045   911,776     700,514
Receivables:                                          
Investment securities sold     302,339       208,513   91,075         696,140
Interest and dividends     609,480   781,367     36,257   34,974   27,308   31,112     172,559
Trust shares sold     35,410   7,770     1,884   61,845   18,789   37,908     29,267
Other assets     8,791   4,332     326   2,650   326   3,079     14,254
 
Total Assets  132,965,212   65,032,936     7,169,815   44,681,816   7,221,711   49,471,334  199,627,613
 
Liabilities                                          
Payables:                                          
Investment securities purchased     213,403   80,646     479,949   219,281         202,419
Trust shares redeemed     31,914   57,901     31,784   5,094   1,042   4,847     51,407
Accrued advisory fees     81,659   31,637     3,266   27,128   4,169   30,077     122,561
Accrued expenses     35,407   11,958     10,425   14,312   11,992   10,210     18,802
 
Total Liabilities     362,383   182,142     525,424   265,815   17,203   45,134     395,189
 
Net Assets $ 132,602,829 $ 64,850,794    $ 6,644,391 $ 44,416,001  $ 7,204,508 $ 49,426,200 $  199,232,424
 
Net Assets Consist of:                                          
Capital paid in $ 105,454,601 $ 64,043,421    $ 6,617,219 $ 42,942,137  $ 6,403,393 $ 39,865,847 $  171,866,928
Undistributed net investment income (deficit)     1,251,271   (420,726 )   (71,705     203,717   111,569   181,581     1,602,910
Accumulated net realized gain (loss) on                                          
investments and foreign currency transactions (11,402,992     (1,826,111 )   32,310   (642,327     43,113   4,254,790     212,151
Net unrealized appreciation in value of investments                                          
and foreign currency transactions     37,299,949   3,054,210     66,567   1,912,474   646,433   5,123,982     25,550,435
Total $ 132,602,829 $ 64,850,794    $ 6,644,391 $ 44,416,001  $ 7,204,508 $ 49,426,200 $  199,232,424
 
Shares of beneficial interest outstanding (Note 2)     6,202,569   5,954,292     679,675   3,080,547   643,598   3,909,726     6,652,961
 
Net asset value, offering and redemption price per share —                                          
(Net assets divided by shares outstanding)   $ 21.38 $ 10.89   $ 9.78 $ 14.42 $ 11.19 $ 12.64   $ 29.95

 

112 See notes to financial statements 113

 



Statements of Assets and Liabilities
FIRST INVESTORS LIFE SERIES FUNDS
June 30, 2016

    TOTAL    
    RETURN    
Assets        
Investments in securities:        
At identified cost $  37,492,479    
 
At value (Note 1A) $ 39,125,212      
Cash   554,456    
Receivables:        
Investment securities sold   68,875    
Interest and dividends   140,064    
Trust shares sold   14,043    
Other assets    2,394    
 
Total Assets    39,905,044    
 
Liabilities        
Payables:        
Investment securities purchased   1,267,400    
Trust shares redeemed   1,077    
Accrued advisory fees   23,616    
Accrued expenses    13,057    
 
Total Liabilities    1,305,150    
 
Net Assets $ 38,599,894    This page left intentionally blank.
Net Assets Consist of:        
Capital paid in $ 37,052,498    
Undistributed net investment income   80,544    
Accumulated net realized loss on investments   (165,881 )  
Net unrealized appreciation in value of investments    1,632,733    
Total $ 38,599,894      
 
Shares of beneficial interest outstanding (Note 2)    3,195,924    
 
Net asset value, offering and redemption price per share —        
(Net assets divided by shares outstanding) $  12.08    

 

114 See notes to financial statements 115

 



Statements of Operations
FIRST INVESTORS LIFE SERIES FUNDS
Six Months Ended June 30, 2016

                                   
  BALANCED     CASH   COVERED CALL     EQUITY     FUND FOR         GROWTH &  
    INCOME   MANAGEMENT   STRATEGY*     INCOME     INCOME     GOVERNMENT     INCOME  
Investment Income                                          
Income:                                          
Interest $ 35,521    $ 19,608   $   $ 5,914    $ 2,832,916   $ 334,942   $ 7,221  
Dividends 46,024 (a)     23,552   1,598,540 (b)       5,861,350 (c)
Total income 81,545     19,608   23,552   1,604,454     2,832,916   334,942   5,868,571  
 
Expenses (Notes 1 and 4):                                          
Advisory fees 22,149     41,056   6,235   395,960     358,093   112,253   1,612,426  
Professional fees 11,262     9,554   7,861   14,460     14,416   8,048   47,410  
Custodian fees and expenses 3,238     1,891   1,000   4,816     5,897   3,252   9,623  
Reports and notices to shareholders 1,500     1,851   295   10,540     9,599   3,599   38,027  
Registration fees 124     1,261   354   124     1,259   1,259   1,260  
Trustees’ fees 159     325   15   3,021     2,729   858   12,571  
Other expenses 2,715     4,501   1,100   6,405     31,824   6,003   22,565  
 
Total expenses 41,147     60,439   16,860   435,326     423,817   135,272   1,743,882  
Less: Expenses waived and/or assumed (Note 4) (4,430 )   (40,698 )         (22,451 )  
Expenses paid indirectly (Note 1G (325 )   (133 )   (1,750 )   (2,112 ) (351 ) (2,519 )
Net expenses 36,392     19,608   16,860   433,576     421,705   112,470   1,741,363  
Net investment income 45,153       6,692   1,170,878     2,411,211   222,472   4,127,208  
 
Realized and Unrealized Gain (Loss)                                          
on Investments (Note 3):                                          
Net realized gain (loss) from:                                          
Investments 12,904       3,701   1,016,092     (1,986,095 ) 162,584   10,818,420  
Written options       25,251            
  12,904       28,952   1,016,092     (1,986,095 ) 162,584   10,818,420  
Net unrealized appreciation (depreciation) on:                                          
Investments 272,392       17,836   3,333,002     5,006,859   602,572   (10,212,716 )
Written options       (14,003 )          
  272,392       3,833   3,333,002     5,006,859   602,572    (10,212,716 )
 
Net gain on investments and options                                          
contracts purchased 285,296       32,785   4,349,094     3,020,764   765,156   605,704  
Net Increase in Net Assets Resulting                                          
from Operations $ 330,449    $   $ 39,477   $ 5,519,972    $ 5,431,975   $ 987,628   $ 4,732,912  

 

*    From May 2, 2016 (commencement of operations) to June 30, 2016
(a)   Net of $129 foreign taxes withheld
(b)  Net of $4,402 foreign taxes withheld
(c)  Net of $16,530 foreign taxes withheld

 

116 See notes to financial statements 117

 



Statements of Operations
FIRST INVESTORS LIFE SERIES FUNDS
Six Months Ended June 30, 2016

                                         
                LIMITED                          
              DURATION                          
        INVESTMENT   HIGH QUALITY           REAL     SELECT     SPECIAL  
   INTERNATIONAL     GRADE     BOND   OPPORTUNITY     ESTATE     GROWTH   SITUATIONS  
Investment Income                                          
Income:                                          
Interest $ 2,654    $ 1,197,109   $ 6,741   $ 3,709    $   $ 128   $ 9,563  
Dividends 1,820,796 (d)      378,059 (e)   160,963   377,744   2,374,010  
 
Total income 1,823,450     1,197,109   6,741   381,768     160,963   377,872   2,383,573  
 
Expenses (Notes 1 and 4):                                          
Advisory fees 487,546     235,019   23,521   153,183     22,669   176,017   718,712  
Professional fees 19,978     10,425   7,812   8,546     20,200   9,166   23,386  
Custodian fees and expenses 32,822     2,652   2,248   8,959     2,790   2,600   6,412  
Reports and notices to shareholders 11,158     6,887   1,552   4,696     1,500   4,948   16,706  
Registration fees 1,245     1,259   99   124     126   124   1,259  
Trustees’ fees 3,739     1,791   174   1,150     166   1,344   5,526  
Other expenses 16,422     6,238   4,473   2,188     2,006   2,607   10,913  
 
Total expenses 572,910     264,271   39,879   178,846     49,457   196,806   782,914  
Less: Expenses waived (Note 4)     (47,004 ) (4,704 )          
Expenses paid indirectly (Note 1G) (731 )   (774 ) (387 ) (795 )   (64 ) (515 ) (2,251 )
 
Net expenses 572,179     216,493   34,788   178,051     49,393   196,291   780,663  
 
Net investment income 1,251,271     980,616   (28,047 ) 203,717     111,570   181,581   1,602,910  
 
Realized and Unrealized Gain (Loss) on Investments                                          
and Foreign Currency Transactions (Note 3):                                          
Net realized gain (loss) on:                                          
Investments 410,652     3,910   49,210   118,077     46,478   4,254,790   371,090  
Foreign currency transactions (Note 1C) (27,415 )                
 
Net realized gain on investments and                                          
foreign currency transactions 383,237     3,910   49,210   118,077     46,478   4,254,790   371,090  
Net unrealized appreciation (depreciation) on investments                                          
and foreign currency transactions 20,051     2,847,270   93,947   (860,558 )   575,916   (5,140,052 ) (1,358,548 )
Net gain (loss) on investments and foreign                                          
currency transactions 403,288     2,851,180   143,157   (742,481 )   622,394   (885,262 ) (987,458 )
Net Increase (Decrease) in Net Assets Resulting                                          
from Operations $ 1,654,559    $ 3,831,796   $ 115,110   $ (538,764 )  $ 733,964   $ (703,681 ) $ 615,452  

 

(d)   Net of $175,260 foreign taxes withheld
(e)   Net of $538 foreign taxes withheld

 

118 See notes to financial statements 119

 



Statements of Operations
FIRST INVESTORS LIFE SERIES FUNDS
Six Months Ended June 30, 2016

   
    TOTAL    
    RETURN    
 
Investment Income        
Income:        
Interest $ 160,273    
Dividends 283,765 (f)  
 
Total income 444,038    
 
Expenses (Notes 1 and 4):        
Advisory fees 138,055    
Professional fees 8,296    
Custodian fees and expenses 7,174    
Reports and notices to shareholders 3,325    
Registration fees 124    
Trustees’ fees 1,044    
Other expenses 4,963    
 
Total expenses 162,981    
Less: Expenses waived (Note 4)    
Expenses paid indirectly (Note 1G) (866 )  
 
Net expenses 162,115    
 
Net investment income 281,923    
 
Realized and Unrealized Gain (Loss) on Investments       This page left intentionally blank.
(Note 3):        
Net realized gain on investments 118,284    
 
Net unrealized appreciation on investments 521,287    
 
Net gain on investments 639,571    
 
Net Increase in Net Assets Resulting        
from Operations $ 921,494    

 

(f) Net of $486 foreign taxes withheld

120 See notes to financial statements 121

 



Statements of Changes in Net Assets
FIRST INVESTORS LIFE SERIES FUNDS

                                     
                          COVERED            
                          CALL            
  BALANCED INCOME   CASH MANAGEMENT   STRATEGY      EQUITY INCOME  
   1/1/16 to   11/2/15 to  1/1/16 to   1/1/15  to   5/2/16 to    1/1/16 to   1/1/15  to
     6/30/16   12/31/15 *    6/30/16   12/31/15     6/30/16 **   6/30/16   12/31/15  
Increase (Decrease) in Net Assets From Operations                                      
Net investment income (loss) $ 45,153  $ (4,469 )  $  $    $ 6,692  $ 1,170,878  $ 2,153,067  
Net realized gain (loss) on investments and option                                      
contracts purchased 12,904 (1,322 )       28,952   1,016,092 3,748,544  
Net unrealized appreciation (depreciation) of investments                                      
and option contracts purchased 272,392 (52,943 )         3,833    3,333,002 (7,005,482 )
 
Net increase (decrease) in net assets resulting                                      
from operations  330,449 (58,734 )         39,477    5,519,972 (1,103,871 )
 
Distributions to Shareholders                                      
Net investment income             (2,153,046 ) (1,821,769 )
Net realized gains                (3,734,490 ) (3,844,993 )
 
Total distributions                  (5,887,536) (5,666,762 )
 
Trust Share Transactions                                      
Proceeds from shares sold 1,514,724 5,105,056   10,019,679 36,597,803   5,377,097   1,949,217 5,315,023  
Reinvestment of distributions             5,887,536 5,666,762  
Cost of shares redeemed  (93,770 ) (263 )  (13,779,868 ) (32,616,953   (259    (3,731,089 ) (6,736,210 )
Net increase (decrease) from trust share transactions  1,420,954 5,104,793   (3,760,189 ) 3,980,850   5,376,838    4,105,664 4,245,575  
 
Net increase (decrease) in net assets 1,751,403 5,046,059   (3,760,189 ) 3,980,850   5,416,315   3,738,100 (2,525,058 )
 
Net Assets                                      
Beginning of period  5,046,059    13,958,384 9,977,534      107,016,482 109,541,540  
 
End of period † $ 6,797,462  $ 5,046,059   $ 10,198,195  $ 13,958,384  $ 5,416,315 $ 110,754,582  $  107,016,482  
 
†Includes undistributed net investment income (deficit) of $ 44,004  $ (1,149 )  $  $    $ 6,692  $ 1,170,878  $ 2,153,046  
 
Trust Shares Issued and Redeemed                                      
Sold 152,837 513,159   10,019,679 36,597,803   537,383   101,475 260,788  
Issued for distributions reinvested             326,179 273,229  
Redeemed (9,476 ) (27 )  (13,779,868 ) (32,616,953   (25    (194,072 ) (331,942 )
 
Net increase (decrease) in trust shares outstanding  143,361 513,132    (3,760,189 ) 3,980,850   537,358    233,582 202,075  

 

  * From November 2, 2015 (commencement of operations) to December 31, 2015.
** From May 2, 2016 (commencement of operations) to June 30, 2016

 

122 See notes to financial statements 123

 



Statements of Changes in Net Assets
FIRST INVESTORS LIFE SERIES FUNDS

                   
  FUND FOR INCOME   GOVERNMENT     GROWTH & INCOME     INTERNATIONAL  
   1/1/16 to   1/1/15 to 1/1/16 to   1/1/15 to   1/1/16 to     1/1/15 to    1/1/16 to   1/1/15 to
       6/30/16   12/31/15      6/30/16      12/31/15      6/30/16       12/31/15       6/30/16     12/31/15  
Increase (Decrease) in Net Assets From Operations                                          
Net investment income $ 2,411,211  $ 4,823,330   $ 222,472 $ 489,089 $ 4,127,208    $ 6,459,888  $ 1,251,271  $ 1,641,768  
Net realized gain (loss) on investments and                                          
foreign currency transactions (1,986,095 ) (4,413,836 ) 162,584 (326,405 ) 10,818,420   22,045,976   383,237 (39,844 )
Net unrealized appreciation (depreciation) of investments                                          
and foreign currency transactions  5,006,859 (2,252,019 )  602,572 (133,306 )  (10,212,716   (43,062,986    20,051 2,994,815  
Net increase (decrease) in net assets resulting                                          
from operations  5,431,975 (1,842,525 )  987,628 29,378  4,732,912   (14,557,122    1,654,559 4,596,739  
 
Distributions to Shareholders                                          
Net investment income (5,391,490 ) (5,371,141 ) (637,207 ) (691,893 ) (6,459,887   (5,622,525   (1,623,198 ) (1,462,160 )
Net realized gains              (21,983,908   (25,760,338        
Total distributions  (5,391,490 ) (5,371,141 )  (637,207 ) (691,893 )  (28,443,795   (31,382,863    (1,623,198 ) (1,462,160 )
 
Trust Share Transactions                                          
Proceeds from shares sold 1,255,165 5,334,276   1,083,037 1,608,669 2,937,022   7,516,405   1,190,562 4,030,067  
Reinvestment of distributions 5,391,490 5,371,141   637,207 691,893 28,443,795   31,382,863   1,623,198 1,462,160  
Cost of shares redeemed  (3,558,774 ) (7,107,965 )  (1,422,420 ) (2,572,137 )  (13,749,796   (28,469,280    (3,933,500 ) (6,209,304 )
Net increase (decrease) from trust share transactions  3,087,881 3,597,452    297,824 (271,575 )  17,631,021   10,429,988    (1,119,740 ) (717,077 )
 
Net increase (decrease) in net assets 3,128,366 (3,616,214 ) 648,245 (934,090 ) (6,079,862   (35,509,997   (1,088,379 ) 2,417,502  
 
Net Assets                                          
Beginning of period  95,033,483 98,649,697    29,776,721 30,710,811  457,086,608   492,596,605    133,691,208 131,273,706  
 
End of period † $ 98,161,849  $ 95,033,483   $ 30,424,966 $ 29,776,721    $ 451,006,746 $  457,086,608 $ 132,602,829    $  133,691,208  
 
†Includes undistributed net investment income of $ 1,610,674  $ 4,590,953   $ 222,472 $ 637,207   $ 4,127,208  $ 6,459,887  $ 1,251,271  $ 1,623,198  
 
Trust Shares Issued and Redeemed                                          
Sold 210,236 845,118   111,067 164,579 73,839   167,819   56,875 188,538  
Issued for distributions reinvested 940,923 844,519   65,759 70,673 759,717   678,695   80,436 67,381  
Redeemed  (598,060 ) (1,125,292 )  (145,731 ) (262,643 )  (343,343   (629,540    (187,624 ) (291,068 )
Net increase (decrease) in trust shares outstanding  553,099 564,345    31,095 (27,391 )  490,213   216,974    (50,313 ) (35,149 )

 

124 See notes to financial statements 125

 



Statements of Changes in Net Assets
FIRST INVESTORS LIFE SERIES FUNDS

                                           
              LIMITED DURATION                      
  INVESTMENT GRADE   HIGH QUALITY BOND   OPPORTUNITY   REAL ESTATE  
   1/1/16 to   1/1/15 to 1/1/16 to   1/1/15 to   1/1/16 to   1/1/15 to   1/1/16 to   5/1/15 to
         6/30/16     12/31/15     6/30/16      12/31/15      6/30/16      12/31/15      6/30/16   12/31/15 *
Increase (Decrease) in Net Assets From Operations                                              
Net investment income (loss) $ 980,616  $ 1,967,576   $ (28,047   $ 3,975   $ 203,717 $ 185,113   $ 111,570  $ 37,714  
Net realized gain (loss) on investments 3,910 386,873   49,210 (4,776 ) 118,077 (424,803 ) 46,478 30,577  
Net unrealized appreciation (depreciation) of investments  2,847,270 (2,593,994 )  93,947  (20,972 )  (860,558 )  (491,446 )  575,916 70,517  
Net increase (decrease) in net assets resulting                                              
from operations  3,831,796 (239,545 )  115,110  (21,773 )  (538,764 )  (731,136 )  733,964 138,808  
 
Distributions to Shareholders                                              
Net investment income (2,594,609 ) (2,627,252 ) (58,111 )   (185,108 ) (60,301 ) (37,715 )  
Net realized gains                        (33,942 )  
Total distributions  (2,594,609 ) (2,627,252 )  (58,111 )      (185,108 )  (60,301 )  (71,657 )  
 
Trust Share Transactions                                              
Proceeds from shares sold 1,815,420 4,429,133   1,041,715 3,413,609 5,894,111 16,416,999 1,051,594 5,379,891  
Reinvestment of distributions 2,594,609 2,627,252   58,111   185,108 60,301 71,657  
Cost of shares redeemed  (2,816,836 ) (5,371,890 )  (348,884 )  (116,645 )  (1,053,358 )  (3,051,700 )  (62,959 ) (36,790 )
Net increase from trust share transactions  1,593,193 1,684,495    750,942  3,296,964  5,025,861  13,425,600  1,060,292 5,343,101  
 
Net increase (decrease) in net assets 2,830,380 (1,182,302 ) 807,941 3,275,191 4,301,989 12,634,163 1,722,599 5,481,909  
 
Net Assets                                              
Beginning of period  62,020,414 63,202,716    5,836,450  2,561,259  40,114,012  27,479,849  5,481,909  
End of period † $ 64,850,794  $ 62,020,414   $ 6,644,391   $ 5,836,450   $ 44,416,001   $ 40,114,012   $ 7,204,508  $ 5,481,909  
†Includes undistributed net investment income (deficit) of $ (420,726 )  $ 1,193,267   $ (71,705   $ 14,453   $ 203,717   $ 185,108   $ 111,569  $ 37,714  
 
Trust Shares Issued and Redeemed                                              
Sold 169,959 408,445   107,273 351,206 418,945 1,074,011 102,562 543,588  
Issued for distributions reinvested 249,722 241,253   6,016   13,601 3,867 7,372  
Redeemed  (264,031 ) (494,176 )  (35,882 )  (11,967 )  (74,366 )  (202,544 )  (6,188 ) (3,736 )
Net increase in trust shares outstanding  155,650 155,522    77,407  339,239  358,180  875,334  103,746 539,852  

 

*From May 1, 2015 (commencement of operations) to December 31, 2015.

126 See notes to financial statements 127

 



Statements of Changes in Net Assets
FIRST INVESTORS LIFE SERIES FUNDS

                 
        SELECT GROWTH      SPECIAL SITUATIONS     TOTAL RETURN  
     1/1/16 to   1/1/15 to   1/1/16 to   1/1/15 to   1/1/16 to   1/1/15 to
         6/30/16   12/31/15      6/30/16      12/31/15      6/30/16   12/31/15  
Increase (Decrease) in Net Assets From Operations                                    
Net investment income $ 181,581  $ 302,459    $ 1,602,910   $ 1,100,615   $ 281,923  $ 391,566  
Net realized gain (loss) on investments 4,254,790 3,355,150   371,090 13,583,984 118,284 (176,397 )
Net unrealized appreciation (depreciation)                                    
of investments  (5,140,052 ) (2,275,973 )  (1,358,548 )  (15,432,445 )  521,287 (831,926 )
Net increase (decrease) in net assets resulting                                    
from operations  (703,681 ) 1,381,636    615,452  (747,846 )  921,494 (616,757 )
 
Distributions to Shareholders                                    
Net investment income (302,470 ) (167,038 ) (1,100,614 ) (1,331,340 ) (540,341 ) (305,447 )
Net realized gains  (3,354,825 ) (2,393,572 )  (13,593,030 )  (9,169,641 )      
Total distributions  (3,657,295 ) (2,560,610 )  (14,693,644 )  (10,500,981 )  (540,341 ) (305,447 )
 
Trust Share Transactions                                    
Proceeds from shares sold 2,990,132 5,806,585   1,982,543 4,578,638 2,811,408 11,110,483  
Reinvestment of distributions 3,657,295 2,560,610   14,693,644 10,500,981 540,341 305,447  
Cost of shares redeemed  (857,503 ) (2,777,732 )  (5,486,466 )  (10,655,406 )  (1,642,029 ) (2,581,178 )
Net increase from trust share transactions  5,789,924 5,589,463    11,189,721  4,424,213  1,709,720 8,834,752  
 
Net increase (decrease) in net assets 1,428,948 4,410,489   (2,888,471 ) (6,824,614 ) 2,090,873 7,912,548  
 
Net Assets                                    
Beginning of period  47,997,252 43,586,763    202,120,895  208,945,509  36,509,021 28,596,473  
End of period † $ 49,426,200  $ 47,997,252   $ 199,232,424   $ 202,120,895   $ 38,599,894  $ 36,509,021  
†Includes undistributed net investment income of $ 181,581  $ 302,470    $ 1,602,910   $ 1,100,614   $ 80,544  $ 338,962  
Trust Shares Issued and Redeemed                                    
Sold 238,116 409,840   68,031 136,051 239,832 908,647  
Issued for distributions reinvested 305,794 180,198   534,314 307,676 47,440 24,416  
Redeemed  (67,592 ) (196,062 )  (186,748 )  (311,438 )  (138,527 ) (211,680 )
Net increase in trust shares outstanding  476,318 393,976    415,597  132,289  148,745 721,383  

 

128 See notes to financial statements 129

 



Notes to Financial Statements
FIRST INVESTORS LIFE SERIES FUNDS
June 30, 2016

1. Significant Accounting Policies—First Investors Life Series Funds, a Delaware statutory trust (“the Trust”), is registered under the Investment Company Act of 1940 (the “1940 Act”) as an open-end management investment company. The Trust operates as a series fund, issuing shares of beneficial interest in the Balanced Income Fund, Cash Management Fund, Covered Call Strategy Fund (commenced operations on May 2, 2016), Equity Income Fund, Fund For Income , Government Fund, Growth & Income Fund, International Fund, Investment Grade Fund, Limited Duration High Quality Bond Fund, Opportunity Fund, Real Estate Fund, Select Growth Fund, Special Situations Fund and Total Return Fund (each a “Fund”, collectively, “the Funds”), and accounts separately for the assets, liabilities and operations of each Fund. Each Fund is diversified except for Real Estate Fund which is non-diversified. The objective of each Fund as of June 30, 2016 is as follows:

Balanced Income Fund seeks income as its primary objective and has a secondary objective of capital appreciation.

Cash Management Fund seeks to earn a high rate of current income consistent with the preservation of capital and maintenance of liquidity.

Covered Call Strategy Fund seeks long-term capital appreciation.

Equity Income Fund seeks total return.

Fund For Income seeks high current income.

Government Fund seeks to achieve a significant level of current income which is consistent with security and liquidity of principal.

Growth & Income Fund seeks long-term growth of capital and current income.

International Fund primarily seeks long-term capital growth.

Investment Grade Fund seeks to generate a maximum level of income consistent with investment in investment grade debt securities.

Limited Duration High Quality Bond Fund seeks current income consistent with low volatility of principal.

Opportunity Fund seeks long-term capital growth.

Real Estate Fund seeks total return.

Select Growth Fund seeks long-term growth of capital.

Special Situations Fund seeks long-term growth of capital.

Total Return Fund seeks high, long-term total investment return consistent with moderate investment risk.

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A. Security Valuation—Except as provided below, a security listed or traded on an exchange or the Nasdaq Stock Market is valued at its last sale price on the exchange or market where the security is principally traded, and lacking any sales, the security is valued at the mean between the closing bid and asked prices. Securities traded in the over-the-counter (“OTC”) market (including securities listed on exchanges whose primary market is believed to be OTC) are valued at the mean between the last bid and asked prices based on quotes furnished by a market maker for such securities or an authorized pricing service. Fixed income securities, other than short-term debt securities held by the Cash Management Fund, are priced based upon evaluated prices that are provided by a pricing service. Other securities may also be priced based upon valuations that are provided by pricing services approved by the Trust’s Board of Trustees (“the Board”). The pricing services consider security type, rating, market condition and yield data as well as market quotations, prices provided by market makers and other available information in determining value.

The Funds monitor for significant events occurring prior to the close of trading on the New York Stock Exchange that could have a material impact on the value of any securities that are held by the Funds. Examples of such events include trading halts, natural disasters, political events and issuer-specific developments. If the Valuation Committee of Foresters Investment Management Company, Inc. (“FIMCO”) decides that such events warrant using fair value estimates, it will take such events into consideration in determining the fair values of such securities. If market quotations or prices are not readily available or determined to be unreliable, the securities will be valued at fair value as determined in good faith pursuant to procedures adopted by the Board. The Funds also use evaluated prices from a pricing service to fair value foreign equity securities in the event that fluctuations in U.S. securities markets exceed a predetermined level or if a foreign market is closed. For valuation purposes, where applicable, quotations of foreign securities in foreign currencies are translated to U.S. dollar equivalents using the foreign exchange quotation in effect.

The Cash Management Fund values its portfolio securities in accordance with the amortized cost method of valuation under Rule 2a-7 under the 1940 Act. Amortized cost is an approximation of market value of an instrument, whereby the difference between its acquisition cost and market value at maturity is amortized on a straight-line basis over the remaining life of the instrument. The effect of changes in the market value of a security as a result of fluctuating interest rates is not taken into account and thus the amortized cost method of valuation may result in the value of a security being higher or lower than its actual market value.

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Notes to Financial Statements (continued)
FIRST INVESTORS LIFE SERIES FUNDS
June 30, 2016

In accordance with Accounting Standards Codification 820 “Fair Value Measurements and Disclosures” (“ASC 820”), investments held by the Funds are carried at “fair value”. As defined by ASC 820, fair value is the price that a fund would receive upon selling an investment in an orderly transaction to an independent buyer in the principal or most advantageous market for the investment under current market conditions. Various inputs are used in determining the value of the Funds’ investments.

In addition to defining fair value, ASC 820 established a three-tier hierarchy of inputs to establish a classification of fair value measurements for disclosure purposes. The three-tier hierarchy of inputs is summarized in the three broad Levels listed below:

Level 1 – Unadjusted quoted prices in active markets for identical securities that the Fund has the ability to access.

Level 2 – Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

Level 3 – Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumption about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

Equity securities traded on an exchange or the Nasdaq Stock Market are categorized in Level 1 of the fair value hierarchy to the extent that they are actively traded and valuation adjustments are not applied. Foreign securities that are fair valued in the event that fluctuations in U.S. securities markets exceed a predetermined level or if a foreign market is closed are categorized in Level 2. Corporate and municipal bonds, asset backed, U.S. Government and U.S. Government Agency securities, pass-through certificates and loan participations are categorized in Level 2 to the extent that the inputs are observable and timely, otherwise they would be categorized in Level 3. Short-term notes that are valued at amortized cost by the Cash Management Fund are categorized in Level 2. Restricted securities and securities that are fair valued by the Valuation Committee may be categorized in either Level 2 or Level 3 of the fair value hierarchy depending on the relative significance of the unobservable valuation inputs.

The aggregate value by input level, as of June 30, 2016, for each Fund’s investments is included following each Fund’s portfolio of investments.

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B. Federal Income Tax—No provision has been made for federal income taxes on net income or capital gains since it is the policy of each Fund to continue to comply with the special provisions of the Internal Revenue Code applicable to investment companies, and to make sufficient distributions of income and capital gains (in excess of any available capital loss carryovers), to relieve each Fund from all, or substantially all, federal income taxes. At December 31, 2015, capital loss carryovers were as follows:

          Not Subject
  Year Capital Loss Carryovers Expire to Expiration
Fund Total 2016 2017 2018 Long Term   Short Term
Balanced Income $       1,322 $          — $            — $            — $           — $      1,322
Fund For Income 24,088,699 3,694,844 15,502,053 3,554,607   1,337,195
Government 1,023,896 217,741   806,155
International 11,471,145 1,810,164 8,389,229 1,032,753   238,999
Investment Grade 1,829,332 684,231 1,145,101  
Limited Duration              
High Quality Bond 16,900 52   16,848
Opportunity 698,552   698,552
Total Return 274,892 98,142   176,750

 

During the year ended December 31, 2015, the Investment Grade Fund utilized capital loss carryovers in the amounts of $75,694.

As a result of the passage of the Regulated Investment Company Modernization Act of 2010 (“the Modernization Act of 2010”), losses incurred in this fiscal year and beyond retain their character as short-term or long-term, have no expiration date and are utilized prior to capital loss carryovers occurring prior to the enactment of the Modernization Act of 2010.

The Funds recognize the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has analyzed the Funds’ tax positions, and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for open tax years 2013–2015, or expected to be taken in the Funds’ 2016 tax returns. The Funds identify their major tax jurisdictions as U.S. Federal, New York State, New York City and foreign jurisdictions where the Funds make significant investments; however, the Funds are not aware of any tax position for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.

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Notes to Financial Statements (continued)
FIRST INVESTORS LIFE SERIES FUNDS
June 30, 2016

C. Foreign Currency Translations and Transactions—The accounting records of the International Fund (the “Fund”) are maintained in U.S. dollars. Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the date of valuation. Purchases and sales of investment securities, dividend income and certain expenses are translated to U.S. dollars at the prevailing rates of exchange on the respective dates of such transactions.

The Fund does not isolate that portion of gains and losses on investments which is due to changes in foreign exchange rates from that which is due to changes in market prices of the investments. These changes are included with the net realized and unrealized gains and losses from investments.

Net realized and unrealized gains and losses on foreign currency transactions include gains and losses from the sales of spot currency transactions and gains and losses on accrued foreign dividends and related withholding taxes.

D. Distributions to Shareholders—The Separate Accounts, which own the shares of the Funds, will receive all dividends and other distributions by them. All dividends and distributions are reinvested by the Separate Accounts in additional shares of the distributing Funds. Distributions to shareholders from net investment income and net realized capital gains are generally declared and paid annually on all Funds, except for the Cash Management Fund which declares dividends, if any, from the total of net investment income (plus or minus all realized short-term gains and losses on investments) daily and pays monthly. Dividends from net investment income and capital gain distributions are determined in accordance with income tax regulations which may differ from accounting principles generally accepted in the United States of America. These differences are primarily due to differing treatments for capital loss carryforwards, deferral of wash sale losses, late loss deferrals, post-October capital losses, net operating losses and foreign currency transactions.

E. Expense Allocation—Expenses directly charged or attributable to a Fund are paid from the assets of that Fund. General expenses of the Trust are allocated among and charged to the assets of each Fund on a fair and equitable basis, which may be based on the relative assets of each Fund or the nature of the services performed and relative applicability to each Fund.

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

G. Other—Security transactions are generally accounted for on the first business day following the date the securities are purchased or sold, except for financial reporting purposes which is trade date. Investments in securities issued on a when-issued or delayed delivery basis are generally reflected in the assets of the Funds on the first business day following the date the securities are purchased and the Funds segregate assets for these transactions. Cost of securities is determined and gains and losses are based on the identified cost basis for securities for both financial statement and federal income tax purposes. Dividend income is recorded on the ex-dividend date or for certain foreign dividends, as soon as the Fund becomes aware of the dividends. Interest income and estimated expenses are accrued daily. Bond discounts and premiums are accreted or amortized using the interest method. Interest income on zero coupon bonds and step bonds is accrued daily at the effective interest rate. Withholding taxes on foreign dividends have been provided in accordance with the Funds’ understanding of the applicable country’s tax rules and rates. The Bank of New York Mellon serves as custodian for the Funds and may provide credits against custodian charges based on uninvested cash balances of the Funds. For the six months ended June 30, 2016, the Funds received credits in the amount of $10,470. Certain of the Funds reduced expenses through brokerage service arrangements. For the six months ended June 30, 2016, the Balanced Income, Equity Income, Growth & Income, Opportunity, Special Situations and Total Return Funds’ expenses were reduced by a total of $3,103 under these arrangements.

2. Trust Shares —The Trust is authorized to issue an unlimited number of shares of beneficial interest without par value. The Trust consists of the Funds listed on the cover page, each of which is a separate and distinct series of the Trust. Shares in the Funds are acquired through the purchase of variable annuity or variable life insurance contracts for which a Fund is an investment option.

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Notes to Financial Statements (continued)
FIRST INVESTORS LIFE SERIES FUNDS
June 30, 2016

3. Security Transactions —For the six months ended June 30, 2016, purchases and sales of securities and long-term U.S. Government obligations (excluding U.S. Treasury bills, short-term securities and foreign currencies) were as follows:

    Long-Term U.S.
Securities   Government Obligations
  Cost of   Proceeds     Cost of Proceeds
Fund   Purchases   of Sales     Purchases of Sales
Balanced Income $  4,968,490 $  3,422,384 $   225,230 $           —
Covered Call Strategy   5,845,144 577,728  
Equity Income   8,825,234 10,356,624  
Fund For Income   26,343,932 25,925,602  
Government   10,212,990 9,067,713   7,947,879 8,571,950
Growth & Income   48,412,654 50,281,980  
International   18,434,336 22,371,988  
Investment Grade   12,010,693 11,468,380  
Limited Duration                
High Quality Bond   2,897,946 1,553,963   65,000 240,395
Opportunity   10,910,189 5,305,961  
Real Estate   2,010,334 973,002  
Select Growth   18,412,978 15,682,230  
Special Situations   33,097,954 29,517,254  
Total Return   14,203,684 11,489,483   500,422 500,000

 

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At June 30, 2016, aggregate cost and net unrealized appreciation (depreciation) of securities for federal income tax purposes were as follows:

Net  
  Gross   Gross   Unrealized  
Aggregate    Unrealized   Unrealized   Appreciation  
Fund Cost      Appreciation   Depreciation    (Depreciation)  
Balanced Income $   6,777,950   $       307,909   $       94,229   $        213,680  
Covered Call Strategy 5,465,129 146,727 128,891 17,836  
Equity Income 82,969,366 29,068,978 2,593,361 26,475,617  
Fund For Income 94,704,562 1,712,993 1,540,884 172,109  
Government 29,752,456 677,312 75,217 602,095  
Growth & Income 298,725,561 164,984,117 13,430,081 151,554,036  
International 93,606,838 39,200,355 2,202,042 36,998,313  
Investment Grade 61,995,347 2,271,349 827,313 1,444,036  
Limited Duration                  
High Quality Bond 6,736,516 46,020 57,606 (11,586 )
Opportunity 41,254,427 4,951,318 3,076,765 1,874,553  
Real Estate 6,236,150 762,520 119,427 643,093  
Select Growth 43,363,477 6,288,285 1,164,303 5,123,982  
Special Situations 172,623,383 37,781,263 12,389,767 25,391,496  
Total Return 37,722,931 2,706,316 1,304,035 1,402,281  

 

4. Advisory Fee and Other Transactions With Affiliates —Certain officers of the Trust are officers of the Trust’s investment adviser, FIMCO and its transfer agent, Foresters Investor Services, Inc. (“FIS”). Trustees of the Trust who are not officers or directors of FIMCO or its affiliates are remunerated by the Funds. Each trustee is also reimbursed for out-of-pocket expenses in connection with his or her duties as a trustee. For the six months ended June 30, 2016, total trustee fees accrued by the Funds amounted to $34,612.

The Investment Advisory Agreement provides as compensation to FIMCO for each Fund, an annual fee, payable monthly, at the rate of .75% on the first $250 million of each Fund’s average daily net assets, .72% on the next $250 million, .69% on the next $250 million, .66% on the next $500 million, declining by .02% on each $500 million thereafter, down to .60% on average daily net assets over $2.25 billion. For the six months ended June 30, 2016, FIMCO has voluntarily waived advisory fees in the amount of $4,430 on Balanced Income Fund, $22,451 on Government Fund, $47,004 on Investment Grade Fund and $4,704 on Limited Duration High Quality Bond Fund in order to limit the advisory fees on these Funds to .60% of their average daily net assets. During the six months ended June 30, 2016, FIMCO has voluntarily waived advisory fees in the amount of $40,698 on Cash Management

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Notes to Financial Statements (continued)
FIRST INVESTORS LIFE SERIES FUNDS
June 30, 2016

Fund to prevent a negative yield on the Fund’s shares. For the six months ended June 30, 2016, total advisory fees accrued to FIMCO were $4,502,894 of which $119,287 was voluntarily waived by FIMCO as noted above.

Effective May 2, 2016 (commencement of operations), Ziegler Capital Management, LLC serves as investment subadviser to Covered Call Strategy Fund. Muzinich & Co., Inc. serves as investment subadviser to Fund For Income, Vontobel Asset Management, Inc. serves as investment subadviser to International Fund and Smith Asset Management Group, L.P. serves as investment subadviser to Select Growth Fund. The subadvisers are paid by FIMCO and not by the Funds.

5. Restricted Securities —Certain restricted securities are exempt from the registration requirements under Rule 144A of the Securities Act of 1933 and may only be sold to qualified institutional investors. Unless otherwise noted, 144A securities are deemed to be liquid. At June 30, 2016, the Fund For Income held one hundred forty-two 144A securities with an aggregate value of $35,314,281 representing 36.0% of the Fund’s net assets, the Government Fund held one 144A security with a value of $69,443 representing .2%. of the Fund’s net assets, the Investment Grade Fund held eighteen 144A securities with an aggregate value of $7,127,841 representing 11.0% of the Fund’s net assets, the Limited Duration High Quality Bond Fund held three 144A securities with an aggregate value of $316,050 representing 4.8% of the Fund’s net assets and the Total Return Fund held nine 144A securities with an aggregate value of $1,064,346 representing 2.8% of the Fund’s net assets. Certain restricted securities are exempt from the registration requirements under Section 4(2) of the Securities Act of 1933 and may only be sold to qualified investors. Unless otherwise noted, these Section 4(2) securities are deemed to be liquid. At June 30, 2016, the Cash Management Fund held two Section 4(2) securities with an aggregate value of $949,324 representing 9.3% of the Fund’s net assets. These securities are valued as set forth in Note 1A.

6. Derivatives —Some of the Funds may invest in various derivatives. A derivative is a financial instrument which has a value that is based on — or “derived from” — the values of other assets, reference rates, or indices. The Funds may invest in derivatives for hedging purposes.

Derivatives may relate to a wide variety of underlying references, such as commodities, stocks, bonds, interest rates, currency exchange rates, and related indices. Derivatives include futures contracts and options on futures contracts, forward-commitment transactions, options on securities, caps, floors, collars, swap contracts, and other financial instruments. Some derivatives, such as futures contracts and certain options, are traded on U.S. commodity and securities exchanges, while other derivatives, such

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as swap contracts, are privately negotiated and entered into in the OTC. The risks associated with the use of derivatives are different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments.

The use of a derivative involves the risk that a loss may be sustained as a result of the insolvency or bankruptcy of the other party to the contract (usually referred to as a “counterparty”) or the failure of the counterparty to make required payments or otherwise comply with the terms of the contract. Additionally, the use of credit derivatives can result in losses if the Adviser does not correctly evaluate the creditworthiness of the issuer on which the credit derivative is based.

Derivatives may be subject to liquidity risk, which exists when a particular derivative is difficult to purchase or sell. If a derivative transaction is particularly large or if the relevant market is illiquid (as is the case with many OTC derivatives), it may not be possible to initiate a transaction or liquidate a position at an advantageous time or price.

Derivatives may be subject to pricing or “basis” risk, which exists when a particular derivative becomes extraordinarily expensive relative to historical prices or the prices of corresponding cash market instruments. Under certain market conditions, it may not be economically feasible to initiate a transaction or liquidate a position in time to avoid a loss or take advantage of an opportunity.

Because many derivatives have leverage or borrowing components, adverse changes in the value or level of the underlying asset, reference rate, or index can result in a loss substantially greater than the amount invested in the derivative itself. Certain derivatives have the potential for unlimited loss, regardless of the size of the initial investment.

Like most other investments, derivative instruments are subject to the risk that the market value of the instrument will change in a way detrimental to the Funds’ interest. The Funds bear the risk that the Adviser will incorrectly forecast future market trends or the values of assets, reference rates, indices, or other financial or economic factors in establishing derivative positions for the Funds. If the Adviser attempts to use a derivative as a hedge against, or as a substitute for, a portfolio investment, the Funds will be exposed to the risk that the derivative will have or will develop an imperfect or no correlation with the portfolio investment. This could cause substantial losses for the Funds. While hedging strategies involving derivative instruments can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other investments. Many derivatives, in particular OTC derivatives, are complex and often valued

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Notes to Financial Statements (continued)
FIRST INVESTORS LIFE SERIES FUNDS
June 30, 2016

subjectively. Improper valuations can result in increased cash payment requirements to counterparties or a loss of value to the Funds.

The following provides more information on specific types of derivatives and activity in the Funds. The use of derivative instruments by the Funds for the period ended June 30, 2016 was related to the use of written options.

Options Contracts—Some of the Funds may write covered call options on securities, derivative instruments, or currencies the applicable Fund owns or in which it may invest. Writing call options tends to decrease a Fund’s exposure to the underlying instrument. When a Fund writes a call option, an amount equal to the premium received is recorded as a liability and subsequently marked to market to reflect the current value of the option written. These liabilities are reflected as written options outstanding in the Statement of Assets and Liabilities. Payments received or made, if any, from writing options with premiums to be determined on a future date are reflected as such on the Statement of Assets and Liabilities. Premiums received from writing options which expire are treated as realized gains. Premiums received from writing options which are exercised or closed are added to the proceeds or offset against amounts paid on the underlying future, swap, security or currency transaction to determine the realized gain or loss. A Fund, as a writer of an option, has no control over whether the underlying future, swap, security or currency may be sold (called) and, as a result, bears the market risk of an unfavorable change in the price of the future, swap, security or currency underlying the written option. The risk exists that the Funds may not be able to enter into a closing transaction because of an illiquid market.

The premium amount and the number of option contracts written by the Covered Call Strategy Fund during the period ended June 30, 2016, were as follows:

  Number of Contracts      Premium Amount  
Options outstanding at May 2, 2016*     $          —  
Options written (1,598 )   (250,846 )
Options exercised 6     2,100  
Option purchased to cover 461     66,149  
Option expirations 222     13,836  
Balance at June 30, 2016 (909 )   $(168,761 )

 

* Commencement of operations

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Derivative Investment Holdings Categorized by Risk Exposure—The following table sets forth the fair value and the location in the Statement of Assets and Liabilities of the Covered Call Strategy Fund’s derivative contracts by primary risk exposure as of June 30, 2016:

  Asset derivatives   Liability derivatives      
  Statement of Assets and   Statement of Assets and      
Risk exposure category Liabilities location Value Liabilities location   Value  
Equity Contracts N/A N/A Written options, at value $(182,764)

 

The following table sets forth the Covered Call Strategy Fund’s realized gain (loss), as reflected in the Statement of Operations, by primary risk exposure and by type of derivative contract for the period ended June 30, 2016:

     
Risk exposure category   Written options
Equity contracts $25,251

 

The following table sets forth the Covered Call Strategy Fund’s change in unrealized appreciation/(depreciation) by primary risk exposure and by type of derivative contract for the period ended June 30, 2016:

     
Risk exposure category   Written options  
Equity contracts $(14,003)

 

Interest Rate Futures Contracts—The Funds may enter into interest rate futures contracts on U.S. Treasury obligations and options thereon that are traded on a U.S. exchange. An interest rate futures contract provides for the future sale by one party and the purchase by another party of a specified amount of a particular financial instrument (debt security) at a specified price, date, time and place. Such investments may be used for, among other purposes, the purpose of hedging against changes in the value of a Fund’s portfolio securities due to anticipated changes in interest rates and market conditions. A public market exists for interest rate futures contracts covering a number of debt securities, including long-term U.S. Treasury Bonds, 10-year U.S. Treasury Notes and three-month U.S. Treasury Bills. No price is paid upon entering into futures contracts. Instead, upon entering into a futures contract, the Funds are required to deposit with their custodian in a segregated account in the name of the futures broker through which the transaction is effected an amount of cash or U.S. Government securities generally equal to 3%-5% or less of the contract value. This amount is known as “initial margin.”

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Notes to Financial Statements (continued)
FIRST INVESTORS LIFE SERIES FUNDS
June 30, 2016

An option on an interest rate futures contract generally gives the purchaser the right, in return for the premium paid, to assume a position in a futures contract at a specified exercise price at any time prior to the expiration date of the option. The Funds may purchase put and call options on interest rate futures contracts on U.S. Treasury obligations which are traded on a U.S. exchange as a hedge against changes in interest rates, and may enter into closing transactions with respect to such options to terminate existing positions. There is no guarantee such closing transactions can be effected. When writing a call or put option on a futures contract, margin also must be deposited in accordance with applicable exchange rules. Initial margin on futures contracts is in the nature of a performance bond or good-faith deposit that is returned to a Fund upon termination of the transaction, assuming all obligations have been satisfied. Under certain circumstances, such as periods of high volatility, a Fund may be required by an exchange to increase the level of its initial margin payment. Subsequent payments, called “variation margin,” to and from the broker, are made on a daily basis as the value of the futures position varies, a process known as “marking to market.” Variation margin does not involve borrowing to finance the futures transactions, but rather represents a daily settlement of a Fund’s obligation to or from a clearing organization. A Fund is also obligated to make initial and variation margin payments when it writes options on futures contracts.

To the extent that a Fund participates in the futures or options markets, it will incur investment risks and transaction costs to which it would not be subject absent the use of these strategies. The use of these strategies involves certain special risks, including: (1) dependence on the ability of the Funds’ investment adviser, FIMCO to predict correctly movements in the direction of interest rates and securities prices; (2) imperfect correlation between the price of futures contracts and options thereon and movements in the prices of the securities or currencies being hedged; (3) the fact that skills needed to use these strategies are different from those needed to select portfolio securities; (4) the leverage (if any) that is created by investing in the option or futures contract; and (5) the possible absence of a liquid secondary market for any particular instrument at any time. If FIMCO’s prediction of movements in the direction of the securities and interest rate markets is inaccurate, the adverse consequences to that Fund may leave it in a worse position than if such strategies were not used. Derivatives may be difficult to sell, unwind or value.

For the six months ended June 30, 2016, the Funds had no investments in interest rate futures contracts or options.

7. High Yield Credit Risk —The investments of Fund For Income in high yield securities, whether rated or unrated, may be considered speculative and subject to greater market fluctuations and risks of loss of income and principal than lower-yielding,

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higher-rated, fixed-income securities. The risk of loss due to default by the issuer may be significantly greater for the holders of high-yielding securities, because such securities are generally unsecured and are often subordinated to other creditors of the issuer.

8. Litigation —The Blue Chip and Equity Income Funds have been named, and have received notice that they may be putative members of the proposed defendant class of shareholders, in a lawsuit filed in the United States Bankruptcy Court for the District of Delaware on November 1, 2010, by the Official Committee of Unsecured Creditors of Tribune Company (the “Committee”). The Committee is seeking to recover all payments made to beneficial owners of common stock in connection with a leveraged buyout of the Tribune Company (“LBO”), including payments made in connection with a 2007 tender offer into which the Blue Chip and Equity Income Funds tendered their shares of common stock of the Tribune Company. On December 9, 2011, the Blue Chip Fund was reorganized into the Growth & Income Fund pursuant to a Plan of Reorganization and Termination, whereby all of the assets of the Blue Chip Fund were transferred to the Growth & Income Fund, the Growth & Income Fund assumed all of the liabilities of the Blue Chip Fund, including any contingent liabilities with respect to pending or threatened litigation or actions, and shareholders of Blue Chip Fund became shareholders of Growth & Income Fund. The adversary proceeding brought by the Committee has been transferred to the Southern District of New York and administratively consolidated with other similar suits as discussed below. In addition, on June 2, 2011, the Blue Chip and Equity Income Funds were named as defendants in a lawsuit brought in connection with the Tribune Company’s LBO by Deutsche Bank Trust Company Americas, in its capacity as successor indenture trustee for a certain series of Senior Notes, Law Debenture Trust Company of New York, in its capacity as successor indenture trustee for a certain series of Senior Notes, and Wilmington Trust Company, in its capacity as successor indenture trustee for the PHONES Notes (together, the “Bondholder Plaintiffs”) in the Supreme Court of the State of New York. The Blue Chip and Equity Income Funds have also been named in a similar suit filed on behalf of participants in Tribune defined-compensation plans (the “Retiree Plaintiffs”). As with the Bondholder Plaintiffs and the Committee, the Retiree Plaintiffs seek to recover payments of the proceeds of the LBO. (All of these suits have been removed to the United States District Court for the Southern District of New York and administratively consolidated with other substantially similar suits against other former Tribune shareholders (the “MDL Proceeding”)). On September 23, 2013, the Judge in the MDL Proceeding dismissed various state law constructive fraudulent transfer suits, resulting in the Funds being dismissed from the Bondholder and Retiree Plaintiffs’ actions. On March 24, 2016, the Second Circuit Court of Appeals affirmed the MDL Judge’s dismissal of the

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Notes to Financial Statements (continued)
FIRST INVESTORS LIFE SERIES FUNDS
June 30, 2016

various state law constructive fraudulent transfer suits. Absent a reversal by the full Second Circuit or the U.S. Supreme Court, that lawsuit is now ended. The Committee lawsuit alleging a single claim for international fraudulent transfer remains, although motion to dismiss that lawsuit is pending before the District Court. The extent of the Funds’ potential liability in any such actions has not been determined. The Funds have been advised by counsel that the Funds could be held liable to return all or part of the proceeds received in any of these actions, as well as interest and court costs, even though the Funds had no knowledge of, or participation in, any misconduct. The Equity Income Fund received proceeds of $376,754 in connection with the LBO, representing 0.34% of its net assets as of June 30, 2016. The Blue Chip Fund received proceeds of $288,456 in connection with the LBO, representing 0.06% of the net assets of Growth & Income Fund as of June 30, 2016. The Equity Income and Growth & Income Funds cannot predict the outcomes of these proceedings, and thus have not accrued any of the amounts sought in the various actions in the accompanying financial statements.

9. Subsequent Events —Subsequent events occurring after June 30, 2016 have been evaluated for potential impact to this report through the date the financial statements were issued. There were no subsequent events to report that would have a material impact on the Funds’ financial statements.

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Financial Highlights
FIRST INVESTORS LIFE SERIES FUNDS

The following table sets forth the per share operating performance data for a trust share outstanding, total return, ratios to average net assets and other supplemental data for each year ended December 31 except as otherwise indicated.

  PER SHARE DATA     RATIOS / SUPPLEMENTAL DATA
          Less Distributions             Ratio to Average Net  
    Investment Operations from         Ratio to Average Assets Before Expenses  
  Net Asset   Net Realized         Net Asset     Net Assets** Waived or Assumed  
  Value, Net and Unrealized Total from Net Net   Value,   Net Assets Expenses Net   Net Portfolio
  Beginning Investment Gain (Loss) on Investment Investment Realized Total End Total End of Period Before Fee Investment   Investment Turnover
    of Period   Income   Investments   Operations   Income   Gains   Distributions of Period   Return * (in millions ) Credits *** Income (Loss ) Expenses ***  Income (Loss ) Rate  
 
BALANCED INCOME FUND                          
2015(d) $10.00 $ — $(.17 ) $ (.17 ) $ 9.83 (1.70 )%†† $   5 3.10 %† (.70 )%† 3.25 %† (.85 )%† 26 %††
2016(k)   9.83   .07   .45   .52         10.35   5.29 †† 7   1.24 1.52 1.39 1.37 63 ††
 
CASH MANAGEMENT FUND                          
2011 $ 1.00 $ 1.00 .00 % $ 12 .13 %(b) .00 % .99 % (.86 )% N/A
2012 1.00 1.00 .00 12 .12 (b) .00 .99 (.87 ) N/A
2013 1.00 1.00 .00 11 .10 (b) .00 .99 (.89 ) N/A
2014 1.00 1.00 .00 10 .08 (b) .00 .99 (.91 ) N/A
2015 1.00 1.00 .00 14 .13 (b) .00 1.09 (.96 ) N/A
2016(k)   1.00               1.00   .00 †† 10   .36 (b)† .00 1.10 (.74 )† N/A  
 
COVERED CALL STRATEGY FUND                        
2016(c)   $10.00   $ .01   $ .07   $ .08         $10.08   .80 %†† $   5   2.03 %† .80 %† N/A   N/A   11 %††
 
EQUITY INCOME FUND(j)                        
2011 $15.06 $ .30 $(.06 ) $ .24 $.31 $ — $.31 $14.99 1.53 % $ 69 .87 % 1.94 % N/A N/A 32 %
2012 14.99 .38 1.29 1.67 .30 .30 16.36 11.20 74 .87 2.37 N/A N/A 39
2013 16.36 .36 4.55 4.91 .38 .38 20.89 30.53 99 .82 1.97 N/A N/A 31
2014 20.89 .35 1.28 1.63 .36 .87 1.23 21.29 8.26 110 .81 1.76 N/A N/A 25
2015 21.29 .40 (a) (.58 ) (.18 ) .35 .75 1.10 20.01 (1.03 ) 107 .81 1.97 N/A N/A 24
2016(k)   20.01   .21 (a) .72   .93   .40   .70   1.10   19.84   5.22 †† 111   .83 2.22 N/A   N/A   9 ††
 
FUND FOR INCOME(i)                        
2011 $ 6.54 $ .43 $(.07 ) $ .36 $.48 $.48 $ 6.42 5.66 % $ 74 .88 % 6.68 % N/A N/A 63 %
2012 6.42 .41 .42 .83 .44 .44 6.81 13.51 84 .88 6.11 N/A N/A 61
2013 6.81 .36 .09 .45 .42 .42 6.84 6.88 95 .88 5.37 N/A N/A 56
2014 6.84 .34 (.28 ) .06 .37 .37 6.53 .79 99 .85 4.88 N/A N/A 41
2015 6.53 .30 (a) (.40 ) (.10 ) .36 .36 6.07 (1.85 ) 95 .86 4.86 N/A N/A 45
2016(k)   6.07   .15 (a) .18   .33   .35     .35   6.05   5.71 †† 98   .89 5.06 N/A   N/A   28 ††

 

146 147

 



Financial Highlights (continued)
FIRST INVESTORS LIFE SERIES FUNDS

 
  PER SHARE DATA   RATIOS / SUPPLEMENTAL DATA
          Less Distributions             Ratio to Average Net  
    Investment Operations from         Ratio to Average Assets Before Expenses  
                      Net Assets** Waived or Assumed  
  Net Asset Net Net Realized         Net Asset           Net  
  Value, Investment and Unrealized Total from Net Net   Value,   Net Assets Expenses Net Investment Portfolio
  Beginning Income Gain (Loss) on Investment Investment Realized Total End Total End of Period Before Fee Investment   Income Turnover
    of Period   (Loss ) Investments   Operations   Income   Gains   Distributions    of Period   Return * (in millions ) Credits ***  Income (Loss ) Expenses *** (Loss ) Rate  
 
GOVERNMENT FUND                        
2011 $10.35 $ .28 $   .26 $   .54 $.36 $ .36 $10.53 5.41 % $ 29 .81 % 2.70 % .96 % 2.55 % 33 %
2012 10.53 .20 .20 .31 .31 10.42 1.95 32 .75 2.10 .90 1.95 46
2013 10.42 .18 (.43 ) (.25 ) .27 .27 9.90 (2.47 ) 30 .76 1.76 .91 1.61 118
2014 9.90 .18 .13 .31 .26 .26 9.95 3.14 31 .74 1.82 .89 1.67 103
2015 9.95 .16 (a) (.15 ) .01 .23 .23 9.73 .04 30 .75 1.62 .90 1.47 87
2016(k)   9.73   .07 (a) .25   .32   .21     .21   9.84   3.32 †† 30   .75 1.49 .90 1.34 59 ††
 
GROWTH & INCOME FUND                        
2011 $28.37 $ .44 $   .25 $   .69 $.50 $ — $ .50 $28.56 2.37 % $321 .81 % 1.51 % N/A N/A 26 %
2012 28.56 .61 4.35 4.96 .44 .44 33.08 17.45 357 .80 1.87 N/A N/A 21
2013 33.08 .53 11.89 12.42 .61 .61 44.89 38.06 474 .79 1.34 N/A N/A 23
2014 44.89 .54 2.82 3.36 .53 .29 .82 47.43 7.65 493 .78 1.18 N/A N/A 21
2015 47.43 .60 (a) (1.87 ) (1.27 ) .55 2.50 3.05 43.11 (3.12 ) 457 .78 1.33 N/A N/A 23
2016(k)   43.11   .38 (a) (.13 ) .25   .61   2.09   2.70   40.66   1.13 †† 451   .80 1.89 N/A   N/A   11 ††
 
INTERNATIONAL FUND                        
2011 $16.70 $ .39 $  (.29 ) $   .10 $.36 $ .36 $16.44 .64 % $106 .96 % 2.26 % N/A N/A 32 %
2012 16.44 .28 3.12 3.40 .27 .27 19.57 20.85 122 .94 1.53 N/A N/A 41
2013 19.57 .24 1.08 1.32 .27 .27 20.62 6.77 128 .92 1.21 N/A N/A 35
2014 20.62 .23 .26 .49 .23 .23 20.88 2.39 131 .92 1.10 N/A N/A 28
2015 20.88 .26 (a) .47 .73 .23 .23 21.38 3.49 134 .87 1.22 N/A N/A 27
2016(k)   21.38   .20 (a) .06   .26   .26     .26   21.38   1.30 †† 133   .88 1.92 N/A   N/A   14 ††
 
INVESTMENT GRADE FUND                        
2011 $10.74 $ .47 $  .17 $   .64 $.52 $ .52 $10.86 6.23 % $ 47 .71 % 4.17 % .86 % 4.02 % 29 %
2012 10.86 .43 .76 1.19 .48 .48 11.57 11.23 57 .70 3.73 .85 3.58 28
2013 11.57 .42 (.51 ) (.09 ) .45 .45 11.03 (.80 ) 59 .70 3.49 .85 3.34 39
2014 11.03 .42 .21 .63 .46 .46 11.20 5.86 63 .69 2.78 .84 2.63 45
2015 11.20 .34 (a) (.37 ) (.03 ) .47 .47 10.70 (.35 ) 62 .68 3.12 .83 2.97 37
2016(k)   10.70   .16 (a) .48   .64   .45     .45   10.89   6.21 †† 65   .69 3.13 .84 2.98 19 ††
 
LIMITED DURATION HIGH QUALITY BOND FUND                      
2014(f) $10.00 $(.13 ) $  (.13 ) $   (.26 ) $ — $ — $ 9.74 (2.60 )%†† $ 3 5.82 %† (4.25 )%† 5.97 %† (4.40 )%† 11 %††
2015 9.74 .01 (a) (.06 ) (.05 ) 9.69 (.51 ) 6 1.44 .11 1.59 (.04 ) 94
2016(k)   9.69   (.04 )(a) .22   .18   .09     .09   9.78   1.89 †† 7   1.12 (.90 )† 1.27 (1.05 )† 29 ††

 

148 149

 



Financial Highlights (continued)
FIRST INVESTORS LIFE SERIES FUNDS

 
  PER SHARE DATA   RATIOS / SUPPLEMENTAL DATA
          Less Distributions               Ratio to Average Net  
    Investment Operations from         Ratio to Average   Assets Before Expenses  
                      Net Asset ** Waived or Assumed  
  Net Asset Net Net Realized         Net Asset                
  Value, Investment and Unrealized Total from Net Net   Value,   Net Assets Expenses   Net   Net Portfolio  
  Beginning Income Gain (Loss) on Investment Investment Realized Total End Total End of Period Before Fee Investment   Investment Turnover
    of Period   (Loss ) Investments   Operations   Income    Gains   Distributions   of Period Return * (in millions ) Credits ***  Income (Loss ) Expenses *** Income   Rate  
 
OPPORTUNITY FUND                            
2012(g) $10.00 $(.05 ) $ .11 $ .06 $ — $  — $  — $10.06 .60 %†† $  1 16.84 %† (13.27 )%† N/A N/A 0 %††
2013 10.06 (.04 ) 4.06 4.02 14.08 39.96 14 2.28   (.79 ) N/A N/A 32
2014 14.08 .03 .78 .81 .01 .01 14.88 5.73 27 1.01   .31 N/A N/A 31
2015 14.88 .08 (a) (.20 ) (.12 ) .03 .03 14.73 (.81 ) 40 .89   .53 N/A N/A 45
2016(k)   14.73   .07 (a) (.31 ) (.24 ) .07     .07   14.42   (1.64 )†† 44   .88 1.00 N/A   N/A   14 ††
 
REAL ESTATE FUND                            
2015(e) $10.00 $ .09 (a) $ .06 $ .15 $ — $  — $  — $10.15 1.50 %†† $  5 2.27 %† 1.40 %† N/A N/A 17 %††
2016(k)   10.15   .19 (a) .98   1.17   .07   .06   .13   11.19   11.66 †† 7   1.63 3.69 N/A   N/A   16 ††
 
SELECT GROWTH FUND                            
2011 $ 8.05 $ .01 $ .41 $ .42 $.01 $  — $  .01 $ 8.46 5.25 % $ 18 .90 % .07 % N/A N/A 61 %
2012 8.46 .05 1.08 1.13 .01 .01 9.58 13.30 24 .87   .61 N/A N/A 52
2013 9.58 .04 3.12 3.16 .05 .05 12.69 33.15 35 .85   .43 N/A N/A 64
2014 12.69 .05 1.66 1.71 .05 .01 .06 14.34 13.53 44 .83   .43 N/A N/A 37
2015 14.34 .09 (a) .38 .47 .05 .78 .83 13.98 3.21 48 .83   .65 N/A N/A 43
2016(k)   13.98   .05 (a) (.34 ) (.29 ) .09   .96   1.05   12.64   (1.64 )†† 49   .84 .77 N/A   N/A   34 ††
 
SPECIAL SITUATIONS FUND(h)                          
2011 $31.39 $ .20 $ .51 $ .71 $.16 $  — $  .16 $31.94 2.24 % $150 .81 % .61 % N/A N/A 59 %
2012 31.94 .34 2.88 3.22 .20 3.39 3.59 31.57 10.01 160 .81   1.07 N/A N/A 61
2013 31.57 .19 9.11 9.30 .34 1.56 1.90 38.97 30.88 201 .82   .53 N/A N/A 108
2014 38.97 .22 1.82 2.04 .18 6.61 6.79 34.22 6.30 209 .80   .66 N/A N/A 41
2015 34.22 .18 (a) (.27 ) (.09 ) .22 1.51 1.73 32.40 (.52 ) 202 .80   .52 N/A N/A 46
2016(k)   32.40   .24 (a) (.32 ) (.08 ) .18   2.19   2.37   29.95   .38 †† 199   .82 1.68 N/A   N/A   16 ††

 

150 151

 



Financial Highlights (continued)
FIRST INVESTORS LIFE SERIES FUNDS

 
  PER SHARE DATA   RATIOS / SUPPLEMENTAL DATA
            Less Distributions             Ratio to Average Net  
    Investment Operations from         Ratio to Average Assets Before Expenses  
                        Net Asset ** Waived or Assumed  
  Net Asset Net   Net Realized         Net Asset              
  Value, Investment and Unrealized Total from Net Net   Value,   Net Assets Expenses Net   Net Portfolio
  Beginning Income Gain (Loss) on Investment Investment Realized Total End Total End of Period Before Fee Investment   Investment Turnover
    of Period   (Loss ) Investments   Operations   Income   Gains   Distributions   of Period   Return * (in millions ) Credits ***  Income (Loss ) Expenses *** Income   Rate
 
TOTAL RETURN FUND                        
2012(d) $10.00 $(.05 ) $ (.02 ) $ (.07 ) $ — $ — $  9.93 (.70 )%†† $ 1 16.99 %† (14.84 )%† N/A N/A 64 %††
2013 9.93   1.69 1.69 11.62 17.02 13 1.93 .16 N/A N/A 14
2014 11.62 .09   .60 .69 .01 .01 12.30 5.97 29 .96 .96 N/A N/A 53
2015 12.30 .15 (a) (.34 ) (.19 ) .13 .13 11.98 (1.61 ) 37 .89 1.20 N/A N/A 39
2016(k)   11.98   .09 (a) .18   .27   .17     .17   12.08   2.38 †† 39   .89 1.53 N/A   N/A   35 ††

 

The effect of fees and charges incurred at the separate account level are not reflected in these
performance figures.
**  Net of expenses waived or assumed by the investment adviser (Note 4).
***  The ratios do not include a reduction of expenses from cash balances maintained with the Bank of
New York Mellon or from brokerage service arrangements (Note 1G).
†  Annualized
††  Not annualized
(a)  Based on average shares during the period.
(b)  For each of the periods shown, FIMCO voluntarily waived advisory fees to limit the Fund’s overall
expense ratio to .60% and waived additional advisory fees and assumed other expenses to prevent a
negative yield on the Funds’ shares (Note 4).
(c)  For the period May 2, 2016 (commencement of operations) to June 30, 2016.
(d)  For the period November 2, 2015 (commencement of operations) to December 31, 2015.
(e)  For the period May 1, 2015 (commencement of operations) to December 31, 2015.
(f)  For the period July 1, 2014 (commencement of operations) to December 31, 2014.
(g)  For the period December 17, 2012 (commencement of operations) to December 31, 2012.
(h)  Prior to December 17, 2012, known as Discovery Fund.
(i)  Prior to December 17, 2012, known as High Yield Fund.
(j)  Prior to September 4, 2012, known as Value Fund.
(k)  For the period January 1, 2016 to June 30, 2016.

 

   
152 See notes to financial statements  153

 



Report of Independent Registered Public
Accounting Firm

To the Shareholders and Board of Trustees of
First Investors Life Series Funds

We have audited the accompanying statements of assets and liabilities, including the portfolios of investments, of the fifteen Funds comprising First Investors Life Series Funds, as of June 30, 2016, the related statements of operations, the statements of changes in net assets, and the financial highlights for each of the periods indicated thereon. These financial statements and financial highlights are the responsibility of the Life Series Funds’ management. Our responsibility is to express an opinion on these financial statements and 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 audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Funds are not required to have, nor were we engaged to perform, an audit of the Funds’ 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 Funds’ internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of June 30, 2016, by correspondence with the custodian and brokers. Where brokers and agent banks have not replied to our confirmation requests, we have carried out other appropriate auditing procedures. 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 statements and financial highlights referred to above present fairly, in all material respects, the financial position of each of the fifteen Funds comprising First Investors Life Series Funds, as of June 30, 2016, and the results of their operations, changes in their net assets, and their financial highlights for the periods presented, in conformity with accounting principles generally accepted in the United States of America.

Tait, Weller & Baker LLP

Philadelphia, Pennsylvania
August 26, 2016

154

 



Board Considerations of Advisory Contracts and Fees
FIRST INVESTORS LIFE SERIES FUNDS

Annual Consideration of the Investment Advisory Agreements and the Sub-Advisory Agreements with Muzinich & Co., Inc., Smith Group Asset Management, LP and Vontobel Asset Management, Inc.

The First Investors Life Series Funds’ (the “Trust”) investment advisory agreements with the Trust’s investment adviser and, as applicable, sub-advisers, on behalf of each of the Trust’s funds, can remain in effect after an initial term of no greater than two years only if they are renewed at least annually thereafter (i) by the vote of the Trustees or by a vote of the shareholders of each fund and (ii) by the vote of a majority of the Trustees who are not parties to the advisory agreement (and sub-advisory agreements, as applicable) or “interested persons” of any party thereto (the “Independent Trustees”), cast in person at a meeting called specifically for the purpose of voting on such approval.

The Board of Trustees (the “Board”) has four regularly scheduled and two informal meetings each year and takes into account throughout the year matters bearing on the approval of the advisory agreement (and sub-advisory agreements, as applicable). In particular, the Board and its standing committees also consider at each meeting at least certain of the factors that are relevant to the annual renewal of each fund’s advisory agreement (and sub-advisory agreements, as applicable), including investment performance, sub-adviser updates and reviews, reports with respect to brokerage and portfolio transactions, use of soft dollars for research products and services, portfolio turnover rates, compliance monitoring, and the services and support provided to each fund and its shareholders. In addition, the Board meets with representatives of each sub-adviser in person at least once per year.

On April 21, 2016 (the “April Meeting”), the Independent Trustees met in person with senior management personnel of Foresters Investment Management Company, Inc. (“FIMCO”), the Trust’s investment adviser, Trust counsel, independent legal counsel to the Independent Trustees (“Independent Legal Counsel”) and others to give preliminary consideration to information bearing on the continuation of the advisory agreement (and sub-advisory agreement, as applicable) with respect to each fund. The primary purpose of the April Meeting was to ensure that the Independent Trustees had ample opportunity to consider matters they deemed relevant in determining whether to continue the advisory agreement (or sub-advisory agreements, as applicable), and to request any additional information they considered reasonably necessary to their deliberations. The Independent Trustees also met in executive session with Independent Legal Counsel on April 20, 2016 to consider the continuation of the advisory agreement (and sub-advisory agreements, as applicable) outside the presence of management. As part of the April Meeting, the Independent Trustees asked FIMCO to respond to certain additional questions prior to the contract

155

 



Board Considerations of Advisory Contracts and Fees (continued)
FIRST INVESTORS LIFE SERIES FUNDS

approval meeting of the Board to be held on May 19, 2016 (the “May Meeting”). In addition, Independent Legal Counsel, in conjunction with the Board, and personnel from FIMCO reviewed each sub-adviser’s response in connection with the request for information with respect to the applicable sub-advisory agreements and requested follow-up information or clarifications from each sub-adviser, as applicable, which was provided prior to the May Meeting.

At the May Meeting, the Board, including a majority of the Independent Trustees, approved the renewal of the investment advisory agreement (the “Advisory Agreement”) between FIMCO and each of the following funds (each a “Fund” and collectively the “Funds”): Cash Management Fund, Equity Income Fund, Fund For Income, Government Fund, Growth & Income Fund, International Fund, Investment Grade Fund, Limited Duration High Quality Bond Fund, Opportunity Fund, Real Estate Fund, Select Growth Fund, Special Situations Fund and Total Return Fund. In addition, at the May Meeting, the Board, including a majority of the Independent Trustees, approved the renewal of the sub-advisory agreements (each a “Sub-Advisory Agreement” and collectively the “Sub-Advisory Agreements”) with: (1) Muzinich & Co., Inc. (“Muzinich”) with respect to the Fund For Income; (2) Smith Group Asset Management, LP (“Smith Group”) with respect to the Select Growth Fund; and (3) Vontobel Asset Management, Inc. (“Vontobel”) with respect to the International Fund. The Fund For Income, Select Growth Fund and International Fund are collectively referred to as the “Sub-Advised Funds.”

In reaching its decisions to approve the continuation of the Advisory Agreement for each Fund and the Sub-Advisory Agreements for the Sub-Advised Funds, the Board considered information furnished and discussed throughout the year at regularly scheduled Board and Committee meetings as well as a wide range of information provided specifically in relation to the renewal of the Advisory Agreement and Sub-Advisory Agreements for the April Meeting and May Meeting. Information furnished at Board and/or Committee meetings throughout the year included FIMCO’s analysis of each Fund’s investment performance and the performance of the sub-advisers to the respective Sub-Advised Funds, presentations given by representatives of FIMCO, Muzinich, Smith Group and Vontobel and various reports on compliance and other services provided by FIMCO. In preparation for the April Meeting and/or May Meeting, the Independent Trustees requested and received information compiled by Broadridge Financial Solutions, Inc. (formerly, Lipper, Inc.) (hereinafter, “Lipper”), an independent provider of investment company data, that included, among other things, the investment performance over various time periods and the fees and expenses of each Fund as compared to a comparable group of funds as determined by Lipper (“Peer Group”). The Board also considered that FIMCO charges different fee

156

 



rates to various mutual funds that have similar investment mandates and FIMCO’s explanation for these differences. Additionally, in response to specific requests from the Independent Trustees in connection with the April Meeting and/or May Meeting, FIMCO furnished, and the Board considered, information concerning various aspects of its operations, including: (1) the nature, extent and quality of services provided by FIMCO to the Funds, including investment advisory and administrative services to the Funds including, as applicable, services in connection with selecting, overseeing and evaluating the sub-advisers; (2) the actual management fees paid by each Fund to FIMCO; (3) the costs of providing services to each Fund and the profitability of FIMCO from the relationship with each Fund; and (4) any “fall out” or ancillary benefits accruing to FIMCO as a result of the relationship with each Fund. FIMCO also provided, and the Board considered, an analysis of the overall profitability of the First Investors mutual fund business that included various entities affiliated with FIMCO as well as comparative profitability information based on analysis performed by FIMCO of the financial statements of certain publicly-traded mutual fund asset managers. The Board also considered FIMCO’s and each sub-adviser’s personnel and methods, including the education, experience of key personnel, and the number of their advisory and analytical personnel; general information regarding the compensation of FIMCO’s and each sub-adviser’s advisory personnel; FIMCO’s and each sub-adviser’s investment management process; FIMCO’s and each sub-adviser’s compliance program; the time and attention of FIMCO’s and each sub-adviser’s personnel devoted to the management of the Funds; FIMCO and each sub-adviser’s cybersecurity practices and related controls and business continuity plans; and material pending, threatened or settled litigation involving FIMCO and each sub-adviser, and any ongoing or completed audits, investigations or examinations by the Securities and Exchange Commission. The Board also considered information provided by FIMCO on management’s initiatives for increasing Fund assets and new product development, which included enhanced sales and marketing efforts (including increasing the size of the sales force); continuing efforts as deemed practicable to reduce expenses and improve performance of the Funds; and improving the efficiency of back-office operations and services. In addition to evaluating, among other considerations, the written information provided by FIMCO, the Board also evaluated the answers to questions posed by the Board to representatives of FIMCO.

In addition, in response to specific requests from the Independent Trustees in connection with the April Meeting and/or May Meeting, Muzinich, Smith Group and Vontobel furnished, and the Board reviewed, information concerning various aspects of their respective operations, including: (1) the nature, extent and quality of services provided by Muzinich, Smith Group and Vontobel to the applicable Sub-Advised Funds; (2) the sub-advisory fee rates charged by Muzinich, Smith Group and

157

 



Board Considerations of Advisory Contracts and Fees (continued)
FIRST INVESTORS LIFE SERIES FUNDS

Vontobel and a comparison of those fee rates to the fee rates of Muzinich, Smith Group and Vontobel for providing advisory services to other investment companies or accounts or compared to their standard fee schedule, as applicable, with an investment mandate similar to the applicable Sub-Advised Funds; (3) profitability and/or financial information provided by Muzinich, Smith Group and Vontobel; and (4) any “fall out” or ancillary benefits accruing to Muzinich, Smith Group and Vontobel as a result of the relationship with each applicable Sub-Advised Fund. The Board also considered FIMCO’s representations that it found the sub-adviser responses to the information request in connection with the renewal of the Sub-Advisory Agreements to be satisfactory and raising no issues of general concern.

In considering the information and materials described above, the Independent Trustees took into account management style, investment strategies and prevailing market conditions. Moreover, the Independent Trustees received assistance from and met separately with Independent Legal Counsel during both the April Meeting and May Meeting and were provided with a written description of their statutory responsibilities and the legal standards that are applicable to approvals of advisory agreements (and sub-advisory agreements, as applicable). Although the Advisory Agreement for all of the Funds and the Sub-Advisory Agreements for the Sub-Advised Funds were considered at the same Board meeting, the Independent Trustees addressed each Fund separately during the April Meeting and May Meeting.

Based on all of the information presented, the Board, including a majority of its Independent Trustees, determined on a Fund-by-Fund basis that the fees charged under the Advisory Agreement and each Sub-Advisory Agreement are reasonable in relation to the services that are provided under each Agreement. The Board did not identify any single factor as being of paramount importance in reaching its conclusions and determinations with respect to the continuance of the Advisory Agreement for each Fund and Sub-Advisory Agreements and different Trustees may have given different weight to different factors. Although not meant to be all-inclusive, the following describes some of the factors that were considered by the Board in deciding to approve the continuance of the Advisory Agreement for each Fund and Sub-Advisory Agreements with Muzinich, Smith Group and Vontobel.

Nature, Extent and Quality of Services

In examining the nature, extent and quality of the services provided by FIMCO, the Board recognized that FIMCO is dedicated to providing investment management services exclusively to the Funds and the other funds in the First Investors fund complex and that, unlike many other mutual fund managers, FIMCO is not in the business of providing management services to hedge funds, pension funds or private accounts.

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In this connection, the Board was advised that certain key FIMCO personnel provide separately managed account services to a FIMCO-affiliated investment adviser, but that these personnel spend most of their time serving their FIMCO clients. As a result, the Board considered that FIMCO’s personnel devote substantially all of their time to serving the funds in the First Investors fund complex.

The Board noted that FIMCO has undertaken extensive responsibilities as manager of the Funds, including: (1) the provision of investment advice to the Funds; (2) implementing policies and procedures designed to ensure compliance with each Fund’s investment objectives and policies; (3) the review of brokerage arrangements; (4) oversight of general portfolio compliance with applicable laws; (5) the provision of certain administrative services to the Funds, including fund accounting; (6) the implementation of Board directives as they relate to the Funds; and (7) evaluating and monitoring any sub-advisers on an ongoing basis, including, but not limited to, monitoring each sub-adviser’s investment performance, evaluating each sub-adviser’s compliance program on an annual basis and monitoring investments for compliance purposes, including monitoring each sub-adviser’s soft dollar practices, portfolio allocation and best execution. The Board also noted that FIMCO provided the same sorts of administrative and other services, except for direct management of the portfolio, for the Sub-Advised Funds as it does for the other funds that do not employ a sub-adviser. The Board noted that FIMCO provides not only advisory services, but historically also has provided certain administrative personnel and services that many other advisers do not provide without imposition of separate fees. The Board also noted the steps that FIMCO has taken to encourage strong performance, including providing significant incentives to portfolio managers and analysts based on Fund performance. In addition, the Board considered information regarding the overall financial strength of FIMCO and its affiliates and the resources and staffing in place with respect to the services provided to the Funds.

The Board considered the nature, extent and quality of the investment management services provided by Muzinich, Smith Group and Vontobel to the applicable Sub-Advised Funds. The Board considered Muzinich’s, Smith Group’s and Vontobel’s investment management process in managing the applicable Sub-Advised Funds and the experience and capability of their respective personnel responsible for the portfolio management of the applicable Sub-Advised Funds. The Board also considered information regarding the resources and staffing in place with respect to the services provided by each sub-adviser. Additionally, with respect to the Sub-Advised Funds, the Board considered the differences in fees paid by each applicable Fund to FIMCO and the fees paid by FIMCO to each sub-adviser, as well as representations by FIMCO that these fee differentials are warranted by its ongoing services and assumption of risks.

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Board Considerations of Advisory Contracts and Fees (continued)
FIRST INVESTORS LIFE SERIES FUNDS

Based on the information considered, the Board concluded that the nature, extent and quality of the services provided to each Fund by FIMCO and the applicable Sub-Advised Funds by Muzinich, Smith Group and Vontobel were appropriate and consistent with the terms of the Advisory Agreement and Sub-Advisory Agreements, as applicable, and supported approval of the Advisory Agreement and each Sub-Advisory Agreement.

Investment Performance

The Board placed significant emphasis on the investment performance of each of the Funds. While consideration was given to performance reports and discussions held at prior Board or Committee meetings, as applicable, particular attention was given to the performance information compiled by Lipper. In particular, the Board reviewed the performance of each Fund over the most recent calendar year (“1-year period”) and the annualized performance over the most recent three calendar year period (“3-year period”) and five calendar year period (“5-year period”). In addition, the Board considered the performance information provided by FIMCO for each Fund through April 30, 2016. The Board also reviewed the annual yield of the Government Fund, Investment Grade Fund, Fund For Income, Limited Duration High Quality Bond Fund and Cash Management Fund over the past five years (or shorter period as applicable). With regard to the performance and yield information, the Board considered the performance and yield of each Fund on a percentile and quintile basis as compared to its Peer Group. For purposes of the performance data provided, the first quintile is defined as 20% of the funds in the applicable Peer Group with the highest performance or yield and the fifth quintile is defined as 20% of the funds in the applicable Peer Group with the lowest performance or yield. The Board also considered FIMCO’s representations that it monitors to ensure portfolio managers invest in a manner consistent with the mandate for the Fund or Funds they manage.

On a Fund-by-Fund basis, the performance reports indicated, and the Board noted, that each Fund, except for the Government Fund and Limited Duration High Quality Bond Fund, fell within one of the top three quintiles for at least one of the performance periods provided by Lipper. In particular, the Board noted that: (i) the Cash Management Fund fell within the third quintile for the 1-year period, 3-year period and 5-year period; (ii) the Equity Income Fund fell within the first quintile, second quintile and third quintile for the 1-year period, 3-year period and 5-year period, respectively; (iii) the Fund For Income fell within the second quintile for the 1-year period, 3-year period and 5-year period; (iv) Growth & Income Fund fell within the fourth quintile, third quintile and second quintile for the 1-year period, 3-year period

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and 5-year period, respectively; (v) the International Fund fell within the first quintile for the 1-year period and 5-year period and the fourth quintile for the 3-year period; (vi) the Investment Grade Fund fell within the second quintile for the 3-year period and 5-year period and third quintile for the 1-year period; (vii) the Opportunity Fund fell within the first quintile for the 1-year period and 3-year period (the only periods of performance available); (viii) the Select Growth Fund fell within the third quintile for the 1-year period and 3-year period and second quintile for the 5-year period; (ix) the Special Situations Fund fell within the first quintile for the 1-year period and third quintile for the 3-year period and 5-year period; and (x) the Total Return Fund fell within the fourth quintile for the 1-year period and second quintile for the 3-year period (the only periods of performance available). With respect to the Government Fund, the Board noted that the Fund’s performance fell outside of the top three quintiles for the 1-year period, 3-year period and 5-year period. However, the Board considered that FIMCO changed the portfolio manager on the Fund at the end of 2012. The Board noted that the Limited Duration High Quality Bond Fund’s performance was in the fifth quintile for the 1-year period, which was the only period reported due to the short operating history of the Fund. The Board also noted that the Real Estate Fund had not yet completed a full year of operating history and therefore no performance information was provided by Lipper.

The Board also reviewed the yields of the Government Fund, Investment Grade Fund, Fund For Income, Limited Duration High Quality Bond Fund and Cash Management Fund and noted that the yield for each such Fund except for the Limited Duration High Quality Bond Fund fell within one of the top three quintiles for each of the past five calendar years, with the yield for the Government Fund and Investment Grade Fund falling within the top two quintiles for each of the past five calendar years. The Board also noted that the yield for the short one-year operating history of the Limited Duration High Quality Bond Fund fell within the fourth quintile. The Trustees also considered that, in the current market and interest-rate environment, comparative information regarding performance and fees of money market funds such as the Cash Management Fund is of relatively limited utility. Additionally, the Board considered FIMCO’s representation that it believes that the Funds use a more conservative investment style than many of their peers.

Based on the information considered, the Board concluded that the investment performance of each Fund was either (a) acceptable or better, or (b) subject to reasonable steps to monitor or address certain periods of underperformance.

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Board Considerations of Advisory Contracts and Fees (continued)
FIRST INVESTORS LIFE SERIES FUNDS

Fund Expenses, Costs of Services, Economies of Scale and Related Benefits

Management Fees and Expenses. The Board also gave substantial consideration to the fees payable under each Fund’s Advisory Agreement as well as under the Sub-Advisory Agreements for the Sub-Advised Funds.

The Board reviewed the information compiled by Lipper comparing each Fund’s contractual management fee rate (at common asset levels) and actual management fee rate (which included the effect of any fee waivers) as a percentage of average net assets to other funds in its Peer Group. In this regard, the Board considered the contractual and actual management fees of each Fund on a quintile basis as compared to its Peer Group and noted the relative position of each Fund within the Peer Group. The Board also considered that FIMCO provides not only advisory services but also certain administrative personnel to the Funds under each Fund’s Advisory Agreement and that many other advisers do not provide such administrative personnel under their advisory agreements and that FIMCO also provides certain administrative services without the imposition of a separate fee. The Board also considered that FIMCO informed the Board that it intends to: (i) extend, on a voluntary basis, the existing total expense cap limitation for the Cash Management Fund until May 31, 2017; and (ii) extend, on a voluntary basis, the existing management fee caps for the Government Fund, Investment Grade Fund and Limited Duration High Quality Bond Fund, respectively, until May 31, 2017. The Board also considered that, with respect to the Cash Management Fund, FIMCO was waiving all of its management fees and reimbursing a portion of other expenses to avoid a negative return for shareholders due to the historically low interest rate environment. In particular, the Board noted that: (i) the Cash Management Fund’s contractual and actual management fees were in the fifth and first quintiles, respectively, of its Peer Group; (ii) the Equity Income Fund’s contractual and actual management fees were in the third and fourth quintiles, respectively, of its Peer Group; (iii) the Fund For Income’s contractual and actual management fees were in the fifth and fourth quintiles, respectively, of its Peer Group; (iv) the Government Fund’s contractual and actual management fees were in the fifth quintile of its Peer Group; (v) the Growth & Income Fund’s contractual and actual management fees were in the third and fourth quintiles, respectively, of its Peer Group; (vi) the International Fund’s contractual and actual management fees were in the first and third quintiles, respectively, of its Peer Group; (vii) the Investment Grade Fund’s contractual and actual management fees were in the fifth quintile of its Peer Group; (viii) the Limited Duration High Quality Bond Fund’s contractual and actual management fees were in the fifth quintile of its Peer Group; (ix) the Opportunity Fund’s contractual and actual management fees were in the first and second quintiles, respectively, of its Peer Group; (x) the Real Estate Fund’s contractual and

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actual management fees were in the second quintile of its Peer Group; (xi) the Select Growth Fund’s contractual and actual management fees were in the third and fourth quintiles, respectively, of its Peer Group; (xii) the Special Situations Fund’s contractual and actual management fees were in the second quintile of its Peer Group; and (xiii) the Total Return Fund’s contractual and actual management fees were in the third and fourth quintiles, respectively, of its Peer Group.

The Board also reviewed the information compiled by Lipper comparing each Fund’s total expense ratio, taking into account FIMCO’s expense waivers (as applicable), and the ratio of the sum of actual management and other non-management fees (i.e., fees other than management fees) to other funds in its Peer Group, including on a quintile basis. In particular, the Board noted that: (i) the total expense ratio for each Fund except the Special Situations Fund, International Fund, Growth & Income Fund and Cash Management Fund was not in the top three quintiles of their respective Peer Groups; and (ii) the ratio of the sum of actual management and other non-management fees for each Fund except the Special Situations Fund, International Fund, Growth & Income Fund and Cash Management Fund was not in the top three quintiles of their respective Peer Groups. In considering the level of the total expense ratio and the ratio of the sum of actual management and other non-management fees, the Board took into account management’s explanation that Lipper expense comparisons do not take into account the size of a fund complex, and as a result, in certain cases the First Investors funds are compared to funds in complexes that are much larger than First Investors. The Board also noted that Lipper’s customized expense groups tend to be fairly small in number and the funds included in the Peer Group generally change from year to year, thereby introducing an element of randomness that affects comparative results each year. While recognizing the limitations inherent in Lipper’s methodology, the Board believed that the data provided by Lipper was a generally appropriate measure of comparative expenses.

In considering the sub-advisory fee rates charged by and costs and profitability of Muzinich, Smith Group and Vontobel with regard to the respective Sub-Advised Funds, the Board noted that FIMCO pays Muzinich, Smith Group or Vontobel, as the case may be, a sub-advisory fee from its own advisory fee rather than each Fund paying Muzinich, Smith Group or Vontobel a fee directly. The Board also considered arrangements pursuant to which Muzinich, Smith Group and Vontobel (but not the Sub-Advised Funds) each pays a portion of its sub-advisory fee to a solicitor that introduced each such subadviser to FIMCO. Muzinich, Smith Group and Vontobel provided, and the Board reviewed, information comparing the fees charged by Muzinich, Smith Group and Vontobel for services to the respective Sub-Advised Funds versus the fee rates of Muzinich, Smith Group and Vontobel for providing advisory services

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Board Considerations of Advisory Contracts and Fees (continued)
FIRST INVESTORS LIFE SERIES FUNDS

to other comparable investment companies or accounts or compared to their standard fee schedule, as applicable. Based on a review of this information, the Board noted that the fees charged by Muzinich, Smith Group and Vontobel for services to each applicable Sub-Advised Fund appeared competitive to the fees Muzinich, Smith Group and Vontobel charge to their other comparable investment companies or accounts or compared to their standard fee schedule, as applicable.

The foregoing comparisons assisted the Trustees by providing them with a basis for evaluating each Fund’s management fee and expense ratio on a relative basis and the Board concluded that each Fund’s management fees appeared reasonable in relation to the services and benefits provided to each Fund.

Profitability. The Board reviewed the materials it received from FIMCO regarding its revenues and costs in providing investment management and certain administrative services to the Funds. In particular, the Board considered the analysis of FIMCO’s profitability with respect to each Fund, calculated for the year ended December 31, 2015, as well as overall profitability information relating to the past five calendar years. The Board also considered the information provided by FIMCO comparing the profitability of certain publicly-traded mutual fund asset managers as analyzed by FIMCO based on publicly available financial statements and noted FIMCO’s analysis that its profit margin is significantly lower than the average of, and lower overall than any of, such publicly-traded managers. In reviewing the profitability information, the Board also considered the “fall-out” or ancillary benefits that may accrue to FIMCO as a result of its relationship with the Funds, which are discussed below. Based on the information provided, the Board also noted that FIMCO operates the Cash Management Fund at a loss. The Board acknowledged that, as a business matter, FIMCO was entitled to earn reasonable profits for its services to the Funds and concluded that the level of profitability to FIMCO of its contractual arrangements with each Fund did not appear so high as to call into question the appropriateness of the fees paid to FIMCO by any Fund or otherwise to preclude the proposed continuation of the Advisory Agreement for any of the Funds. The Board also considered the profitability and/or financial information provided by Muzinich, Smith Group and Vontobel.

Economies of Scale. With respect to whether economies of scale are realized by FIMCO and the extent to which any economies of scale are reflected in the level of management fee rates charged, the Board considered that the Advisory Agreement fee schedule for each Fund includes breakpoints to account for management economies of scale as each Fund’s assets increase.

“Fall Out” or Ancillary Benefits. The Board considered the “fall-out” or ancillary benefits that may accrue to FIMCO, Muzinich, Smith Group and Vontobel as a result

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of their relationship with the Funds. In that regard, the Board considered the fact that FIMCO, Smith Group and Vontobel may receive research from broker-dealers that execute brokerage transactions for the funds in the First Investors fund complex. However, the Board noted that FIMCO and these two sub-advisers must select brokers based on each Fund’s requirements for seeking best execution. The Board also considered the fact that Muzinich does not engage in any soft dollar arrangements.

* * *

 

In summary, based on all relevant information and factors, none of which was individually determinative of the outcome, the Board, including a majority of the Independent Trustees, approved the renewal of the Advisory Agreement and each Sub-Advisory Agreement.

 

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Board Considerations of Advisory Contracts and Fees (continued)
FIRST INVESTORS LIFE SERIES FUNDS

Consideration of the Investment Advisory Agreement with Foresters Investment Management Company, Inc. and the Sub-Advisory Agreement with Ziegler Capital Management LLC with respect to the First Investors Life Series Covered Call Strategy Fund

At the February 18, 2016 meeting (the “February Meeting”) of the Board of Trustees (the “Board” or the “Trustees”) of the First Investors Life Series Funds (the “Trust”), the Board, including a majority of Board members who are not interested persons of the Trust under the Investment Company Act of 1940, as amended (the “Independent Trustees”), discussed and approved, for the new First Investors Life Series Covered Call Strategy Fund (the “New Fund”), the investment advisory agreement (the “Advisory Agreement”) with Foresters Investment Management Company, Inc. (“FIMCO”) and the sub-advisory agreement (the “Sub-Advisory Agreement”) with Ziegler Capital Management, LLC (“ZCM,” and together with FIMCO, the “Advisers”).

The Trustees were provided with preliminary materials relating to the New Fund by FIMCO and ZCM initially in connection with a Board meeting held on November 19, 2015 (the “November Meeting”) and then more detailed materials by the Advisers in advance of and at the February Meeting. The Trustees also met in person with senior officers of FIMCO, Trust counsel, independent legal counsel to the Independent Trustees (“Independent Legal Counsel”) and others to receive information on, and discuss the approval of, the Advisory Agreement and Sub-Advisory Agreement. In addition, the Trustees met in person with representatives of ZCM at the November Meeting and again telephonically at the February Meeting. The material factors and conclusions that formed the basis for the approval of the Advisory Agreement and Sub-Advisory Agreement are discussed below.

In making their determinations, the Trustees took into account management style, investment strategies, investment philosophy and process, ZCM’s past performance and the Advisers’ personnel that would be serving the New Fund. In evaluating the Advisory Agreement and Sub-Advisory Agreement, the Trustees also reviewed information provided by the Advisers, including the terms of such Agreements and information regarding fee arrangements, including the structure of the advisory fee and sub-advisory fee, the method of computing fees, and the frequency of payment of fees. The Trustees also reviewed information comparing the New Fund’s advisory fee rate and projected total expenses with a peer group of other similar funds compiled by Broadridge, an independent provider of investment company data. In addition, the Trustees reviewed, among other things, information regarding ZCM’s compliance program, financial condition, insurance coverage and brokerage practices.

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After discussion and consideration among themselves, and with the Advisers, Trust counsel and Independent Legal Counsel, including during an executive session with Independent Legal Counsel held the day before the February Meeting, the Trustees concluded as follows with respect to the New Fund:

• The nature and extent of the investment advisory services to be provided to the New Fund by the Advisers were consistent with the terms of the Advisory Agreement and Sub-Advisory Agreement, respectively.

• The prospects for satisfactory investment performance of the New Fund were reasonable;

• Shareholders of the New Fund may benefit from economies of scale in the future as assets grow due to breakpoints included in the fee schedule for the Advisory Agreement;

• The cost of services to be provided by the Advisers to the New Fund and the profits realized by the Advisers and their respective affiliates, if any, from their respective relationship with the New Fund would be assessed after the New Fund has commenced operations when the Trustees first consider the renewal of the Advisory Agreement and Sub-Advisory Agreement; and

• The Advisers may receive certain “fall out” or ancillary benefits by obtaining research and other services from broker-dealers that execute brokerage transactions for the New Fund.

Based on all relevant information and factors, none of which was individually determinative of the outcome, the Board, including a majority of the Independent Trustees, concluded that the approval of the Advisory Agreement and Sub-Advisory Agreement was in the best interests of the New Fund and its shareholders and unanimously approved such Agreements.

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FIRST INVESTORS LIFE SERIES FUNDS
Trustees and Officers

Trustees
Susan E. Artmann
 
Mary J. Barneby
 
Charles R. Barton, III
 
Arthur M. Scutro, Jr.
 
Mark R. Ward
 
Officers
William Lipkus
President
 
Marc S. Milgram
Chief Compliance Officer
 
Joseph I. Benedek
Treasurer
 
Mark S. Spencer
Assistant Treasurer
 
Mary C. Carty
Secretary
 
Carol Lerner Brown
Assistant Secretary

 

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FIRST INVESTORS LIFE SERIES FUNDS

Shareholder Information  
Investment Adviser Custodian
Foresters Investment Management The Bank of New York Mellon
Company, Inc. 225 Liberty Street
40 Wall Street New York, NY 10286
New York, NY 10005  
 
Subadviser Transfer Agent
(Covered Call Strategy Fund) Foresters Investor Services, Inc.
Ziegler Capital Management, LLC Raritan Plaza I – 8th Floor
70 W. Madison Street Edison, NJ 08837-3920
Chicago, IL 60602  
 
Subadviser Independent Registered
(Fund For Income) Public Accounting Firm
Muzinich & Co., Inc. Tait, Weller & Baker LLP
450 Park Avenue 1818 Market Street – 24th Floor
New York, NY 10022 Philadelphia, PA 19103
 
Subadviser Legal Counsel
(International Fund) K&L Gates LLP
Vontobel Asset Management, Inc. 1601 K Street, N.W.
1540 Broadway Washington, D.C. 20006
New York, NY 10036  
 
Subadviser  
(Select Growth Fund)  
Smith Asset Management Group, L.P.  
100 Crescent Court  
Dallas, TX 75201  

 

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A description of the policies and procedures that the Funds use to vote proxies relating to a portfolio’s securities is available, without charge, upon request by calling toll free 1-800-423-4026 or can be viewed online or downloaded from the EDGAR database on the U.S. Securities and Exchange Commission’s (“SEC”) internet website at http://www.sec.gov. In addition, information regarding how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, is available, without charge, upon request in writing or by calling 1-800-423-4026 and on the SEC’s internet website at http://www.sec.gov.

The Funds file their complete schedule of portfolio holdings with the SEC on Form N-Q for the first and third quarters of each fiscal year. The Funds’ Form N-Q is available on the SEC’s website at http://www.sec.gov; and may also be reviewed and copied at the SEC’s Public Reference Room in Washington D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The schedule of portfolio holdings is available, without charge, upon request in writing or by calling 1-800-423-4026.

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Item 2. Code of Ethics

Not applicable for semi-annual report

Item 3. Audit Committee Financial Expert

Not applicable for semi-annual report

Item 4. Principal Accountant Fees and Services

Not applicable for semi-annual report

Item 5. Audit Committee of Listed Registrants

Not applicable

Item 6. Schedule of Investments

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

(b) Not applicable

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

Not applicable

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

Not applicable

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

Not applicable



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

There were no material changes to the procedure by which shareholders may recommend nominees to the Registrant's Board of Trustees.

Item 11. Controls and Procedures

(a) The Registrant's Principal Executive Officer and Principal Financial Officer have concluded that the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended) are effective, based on their evaluation of these disclosure controls and procedures as of a date within 90 days of the filing date of this report.

(b) There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940 as amended) that occurred during the second fiscal quarter of the period covered by this report 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 - Not applicable for semi-annual report

(a)(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Filed herewith

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



SIGNATURES

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

First Investors Life Series Funds 
 
By  /S/ WILLIAM LIPKUS 
  William Lipkus 
  President and Principal Executive Officer 
 
Date:  August 24, 2016 

 

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

 

By  /S/ WILLIAM LIPKUS 
  William Lipkus 
  President and Principal Executive Officer 
 
By  /S/ JOSEPH I. BENEDEK 
  Joseph I. Benedek 
  Treasurer and Principal Financial Officer 
 
Date:  August 24, 2016