N-CSRS 1 a17-17018_2ncsrs.htm N-CSRS

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number

811-07062

 

PACIFIC GLOBAL FUND INC. D/B/A PACIFIC ADVISORS FUND INC.

(Exact name of registrant as specified in charter)

 

101 NORTH BRAND BLVD., SUITE 1950   GLENDALE, CALIFORNIA

 

91203

(Address of principal executive offices)

 

(Zip code)

 

GEORGE A. HENNING   101 NORTH BRAND BLVD., SUITE 1950   GLENDALE, CA 91203

(Name and address of agent for service)

 

Registrant’s telephone number, including area code:

818-242-6693

 

 

Date of fiscal year end:

December 31

 

 

Date of reporting period:

June 30, 2017

 

 



 

Item 1.

 

Report to Shareholders

 

 

Filed herewith.

 



semi-annual report

  june 30, 2017

income and equity fund

balanced fund

large cap value fund

mid cap value fund

small cap value fund



Pacific Advisors

table of contents

Message from the Chairman

   

1

   

Income and Equity Fund

   

4

   

Balanced Fund

   

8

   

Large Cap Value Fund

   

12

   

Mid Cap Value Fund

   

16

   

Small Cap Value Fund

   

20

   

Schedule of Investments

   

25

   

Statement of Assets and Liabilities

   

44

   

Statement of Operations

   

46

   

Statement of Changes in Net Assets

   

48

   

Financial Highlights

   

52

   

Notes to Financial Statements

   

58

   

Directors and Officers

   

70

   

This Report is submitted for the general information of the shareholders of Pacific Advisors Funds. It is not authorized for distribution to prospective investors unless accompanied or preceded by the Funds' current prospectus, which contains information concerning the investment policies of the Funds as well as other pertinent information.

This Report is for informational purposes only and is not a solicitation or recommendation that any particular investor should purchase or sell any particular security. The statements in the Chairman's Letter and the discussions of the Funds' performance are the opinions and beliefs expressed at the time of this commentary and are not intended to represent opinions and beliefs at any other time. These opinions are subject to change at any time based on market or other conditions and are not meant as a market forecast. All economic and performance information referenced is historical. Past performance does not guarantee future results.

For more information on the Pacific Advisors Funds, including information on charges, expenses and other classes offered, please obtain a copy of the prospectus by calling (800) 989-6693. Please read the prospectus and consider carefully the investment risks, objectives, charges and expenses before you invest or send money. Shares of the Pacific Advisors Funds are not deposits or obligations of any bank, are not guaranteed by any bank, are not insured by the FDIC or any other agency, and involve investment risks, including the possible loss of the principal amount invested. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost.




Message

from the chairman

Dear Shareholders,

The bull market continued on the strength of the improving U.S. and global economies. Companies across many sectors cited improving business conditions in support of their willingness to invest in product and geographical expansions, acquisitions, and other growth initiatives. And, though expectations for tax reform and deregulation have faded somewhat, investors seem confident in the prospects for economic growth and rising corporate profits. Market gains were broad-based, with the exception of the Energy sector which lagged due to falling oil prices. Rising crude inventory levels and a rapid increase in U.S. shale oil production triggered renewed fears of oversupply. In May, OPEC, along with Russia and other non-OPEC countries, agreed to continue a production freeze through March 2018 in an effort to hasten the return to more normal inventory levels. More recently, a decline in supply levels suggests that demand may be much stronger than many had forecast.

Economic reports have been broadly positive. In June, the Manufacturing Index rose to its highest level in almost three years; and increases in both production backlogs and export activity point to continued strength. Also, sixteen of the seventeen industries in the services sector expanded. Car sales, while slightly below last year's robust levels, remained strong as auto companies respond to increased demand for trucks and SUVs. Consumer confidence is tracking near post-recession highs, and retail sales increased. Jobs reports also confirmed the health of the U.S. economy as the unemployment rate fell to 4.3% in May, the lowest level since 2001, before rising in June to 4.4%. The Federal Reserve's assessment of the economy remains positive. In commenting on the latest interest rate hike, Fed Chair Janet Yellen stated in June that further rate hikes would be consistent with the transition towards a tighter monetary policy. The Fed also reiterated its intention to closely monitor inflationary developments.

Media attention on the events at home has overshadowed the continued economic improvements in Europe and China. For the first time in several years, Europe outpaced the U.S. in the first half of the year. And, Emmanuel Macron's presidential victory in France, along with the resurgence of support for Angela Merkel ahead of Germany's elections in September, has quelled anti-European Union sentiment. Also, the recent electoral setback for the United Kingdom's Conservative Party raises the prospect for a more moderate approach to upcoming Brexit negotiations. Meanwhile, China's economy continues to expand at nearly 7% annually; Japan and India also posted solid first quarter growth at 1.3% and 6.1%, respectively. And, Brazil appears poised to emerge from recession; the first quarter's –0.4% contraction marked a significant improvement from last year's –5.4% decline.

Many business executives point to growth opportunities as the economy improves. However, market valuations, particularly in the Industrial and Energy sectors, remain somewhat depressed. Indeed, many companies have been under-rewarded for steps they have already taken, including acquisitions, rising sales, and higher earnings. We expect markets will recognize leading companies as the economy strengthens, and that rising investor confidence will encourage a shift towards areas of the market with greater appreciation potential.

Equity Investment Review

All of the major indices reached new record highs during the quarter with the technology-heavy NASDAQ leading the way; mid-cap and small cap stocks lagged. Growth-oriented stocks, even though many of these traded at lofty valuations, outperformed value-oriented stocks. Volatility, as measured by the CBOE Volatility Index, remained near historical lows.

Market Review • June 30, 2017

Index1

 

Close

 

YTD Price Return

 

Dow Jones Industrial Average

   

21,349.63

     

8.03

%

 

S&P 500® Index

   

2,423.41

     

8.24

%

 

NASDAQ

   

6,140.42

     

14.07

%

 

Russell Midcap® Index

   

1,910.05

     

7.07

%

 

Russell 2000® Index (small cap)

   

1,415.36

     

4.29

%

 
   

06/30/17

 

06/30/16

 
10-Year T-Note Yield    

2.31

%

   

1.49

%

 

Data: Bloomberg; Federal Reserve.


1



Message

from the chairman continued

The lack of market volatility has contributed to the continued momentum of growth stocks, especially for companies with readily identifiable prospects. Among these, the popular FAANG group of stocks has enjoyed a remarkable run. In the second quarter, Facebook gained +6%, Amazon gained +9%, and Alphabet (parent company of Google) gained +10% to soundly beat the broader market's returns. And, although the other members of this group, Apple and Netflix, delivered mediocre second quarter results, they nevertheless gained +24% and +21%, respectively, year-to-date. These FAANG stocks, which represent 10% of the S&P 500® by weight, accounted for 24% of the year-to-date return.

The outlook for further rate hikes benefitted the earnings and growth outlook for Financials. Transportation stocks rose as the industrial economy expanded due, in part, to the recovery in shale-related drilling activity. Energy stocks lagged as West Texas Intermediate crude, the North American benchmark, fell from $53 per barrel in April to a low of $42 in June. Investors are concerned with the increase in U.S. drilling rigs; also, stockpiles remain elevated despite OPEC's decision in May to extend its production freeze agreement into 2018. Most analysts believe the break-even price range for shale oil is $40 to $60 per barrel. Oil prices themselves may be the catalyst to bring supplies into balance as companies will curtail activity until prices recover; indeed, oil prices recovered to $46 by the end of the June.

The impact of these events reflects improving investor sentiment although it has been skewed towards large cap stocks with growth-oriented strategies outpacing value. A more detailed discussion of performance and Fund strategies follows for the Large Cap Value, Mid Cap Value and Small Cap Value Funds.

Fixed Income Investment Review

In June, the Fed, as expected, raised the Federal Funds rate for the third consecutive quarter. The decision reflects the strong labor market, increased business spending and slow but steady economic growth. The Fed anticipates beginning the process of selling its substantial portfolio of bonds accumulated following the financial crisis. Despite the rate increase, the yield on the benchmark 10-year U.S. Treasury Note, which ended the first quarter at 2.40%, fell to a seven-month low of 2.14% in early June before ending the quarter at 2.31%. For now, the strong demand for U.S. Treasuries has more than offset any concerns about future rate increases.

Further information regarding our fixed income strategies is provided in the performance discussion for the Income and Equity and Balanced Funds.

Looking Ahead

Investors may grow increasingly skeptical, given the modest pace of U.S. economic growth, that the bull market will avoid a correction or major recession. Certainly, some stocks in the Technology sector have exceeded their historical valuations; elsewhere, though, many companies remain undervalued and overlooked. Today's market characteristics, such as low interest rates, low inflation and the lack of investor exuberance, are not consistent with the normal signs of a market nearing a severe correction.

Several factors, including an improving economic outlook, the disciplined approach shown by many companies in pursuing growth strategies, and investment-friendly monetary policies across the globe, support a more optimistic view of the market. A recent report from the Organization for Economic Cooperation and Development ("OECD"), which tracks economic growth of forty-five countries, reinforces this outlook. The OECD report states that, for the first time in ten years, all of the countries are on track to grow this year. This report is consistent with the International Monetary Fund ("IMF") which expects 3.5% growth in economic output in 2017 compared to 3.2% in 2016. The IMF projects 3.6% growth in 2018. Certainly, other catalysts could also accelerate growth and provide market momentum.

Investors, while continuing to closely monitor political events in Washington, have seemingly put aside any expectations with respect to legislative action until more concrete developments emerge. Any eventual reforms, for taxes or health care, could provide a stimulus; but, at this point, the markets seem to no longer anticipate such results. Infrastructure spending, another expected growth driver, also faces an uncertain future; even so, spending at the state level continues to increase. Also, the administration's efforts at deregulation may benefit companies by encouraging business expansion and lowering costs.


2



Message

from the chairman continued

Uncertainties are always possible; however, our strategy of selecting market-leading yet undervalued companies provides a level of confidence that each company's management team will pursue opportunities and respond well to unforeseen events. As contrarians, we seek out companies, and market sectors, that are undervalued and largely overlooked despite prospects for long-term growth. We believe that, as the economy continues to expand, investors will increasingly focus on overlooked sectors of the market to identify stocks with significant appreciation potential.

Sincerely,

George A. Henning

1  The Dow Jones Industrial Average is an unmanaged, price weighted measure of 30 U.S. stocks selected by the Averages Committee to represent the performance of all U.S. stocks outside the Transportation and Utilities sectors. The S&P 500® Index is an unmanaged, market capitalization weighted index which measures the performance of the large cap segment of the U.S. equities market, covering approximately 75% of the U.S. equities market. The Index includes 500 leading companies in leading industries of the U.S. economy. The NASDAQ Composite Index is an unmanaged, market capitalization weighted measure of all domestic and international common stocks (currently over 3,000 stocks) listed on The Nasdaq Stock Market. The Russell Indices are unmanaged, market-weighted indices. The Russell Midcap® Index measures the 800 smallest companies within the Russell 1000® Index based on a combination of their market cap and current index membership. The Russell 2000® Index measures the stocks of the 2,000 smallest publicly traded companies of the Russell 3000® Index. These indices are not available for direct investment.

Economic and performance information referenced is historical and past performance does not guarantee future results. The principal value and return of an investment will fluctuate so that an investor's shares may be worth less than the original cost when redeemed. For more information on the Pacific Advisors Funds, including information on charges, expenses and other classes offered, please obtain a copy of the prospectus by calling (800) 989-6693. Please read the prospectus and consider carefully the investment risks, objectives, charges and expenses before you invest or send money.

Shares of the Funds are not deposits or obligations of any bank, are not guaranteed by any bank, are not insured by the FDIC or any other agency, and involve investment risks, including the possible loss of the principal amount invested. The views expressed represent the opinions and beliefs at the time of this commentary and are not meant as a market forecast. These views are subject to change at any time based on market or other conditions. This information may not be relied on as investment advice or as an indication of trading.


3




Pacific Advisors

  Income and Equity Fund

Fund Objective:  Current income and, secondarily, long-term capital appreciation.

Investment  Invests primarily in investment grade U.S. corporate bonds and in dividend-paying
Strategy:
  stocks.

Investor Profile:  Conservative. Some current income required; capital preservation aim.

Please see the Chairman's Letter for a detailed market and economic review
as well as the Manager's general market outlook.

Portfolio Holdings (As of 06/30/17 based on total investments)

  

1.

 

Corporate Bonds

   

47.56

%

 
   

Equities

   

48.08

%

 

2.

 

Consumer Staples

   

7.35

%

 

3.

 

Industrials

   

6.84

%

 

4.

 

Information Technology

   

5.75

%

 

5.

 

Financials

   

5.33

%

 

6.

 

Consumer Discretionary

   

5.21

%

 

7.

 

Health Care

   

5.05

%

 

8.

 

Utilities

   

4.17

%

 

9.

 

Others

   

8.38

%

 

10.

 

Preferred Stock

   

4.36

%

 
Total Returns (For the six months ended 06/30/17)  

Class A
   

0.11

%

 

Class C

   

–0.25

%

 

 

 
Barclays Capital U.S. Intermediate
Corporate Bond Index1
  2.67

%

 

S&P 500® Index1

   

9.34

%

 

Current expense ratio: net 3.01% (A), 3.75% (C); gross 3.75% (A), 4.49% (C). Prospectus expense ratio: net 2.88% (A), 3.64% (C); gross 3.63% (A); 4.39% (C).2

Performance quoted is past performance which does not guarantee future results. Current performance may be higher or lower than the performance quoted. Call (800) 989-6693 for performance current to the most recent month-end. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Returns represent the change in value over the stated period assuming reinvestment of dividends and capital gains at net asset value. Returns do not take into account the maximum 4.75% sales charge on Class A shares or the 1% Contingent Deferred Sales Charge (CDSC) for Class C shares sold within one year of purchase. Returns would be lower if the applicable sales charge and CDSC were included. Returns do not take into account individual taxes which may reduce actual returns when shares are sold.

The Fund's investment adviser is waiving a portion of its management fees pursuant to an Expense Limitation Agreement. The waiver may be discontinued at any time with ninety days written notice in consultation with the Fund's board, but is expected to continue at current levels. Please see the Notes to Financial Statements in this report for details. Performance shown reflects the waiver, without which the results would have been lower.

1  The S&P 500® Index is an unmanaged, market capitalization weighted index which measures the performance of the large cap segment of the U.S. equities market, covering approximately 75% of the U.S. equities market. The Index includes 500 leading companies in leading industries of the U.S. economy. Index returns assume the reinvestment of dividends, but, unlike the Fund's returns, do not reflect the effects of management fees or expenses. The Barclays Capital U.S. Intermediate Corporate Bond Index is an unmanaged index of publicly issued investment grade U.S. corporate bonds with one to ten years to maturity. It is not possible to invest directly in either Index.

2  "Current" expense ratio is annualized for the year-to-date as of 06/30/17. "Prospectus" expense ratio is for the fiscal year ended 12/31/16.


4



Discussion with Portfolio Managers  August 24, 2017

Charles Suh, CFA and Jingjing Yan, CFA

Fund Strategy

The Fund employs a conservative strategy that seeks to achieve total return through current income and capital appreciation. The Fund's fixed income holdings, typically investment-grade bonds and preferred stocks, are actively managed to seek the greatest income and return potential while minimizing risk. The Fund's equity holdings range from 20% to 40% of assets, or more, depending upon economic and market conditions. When interest rates are low and the economic outlook is optimistic, the Fund's equity allocation generally increases above 40% to capture dividend income as well as opportunities for price appreciation. Equity investments are selected based upon a history of price stability, long-term growth potential and attractive dividend income.

Fund Performance

During the first half of 2017, Class A shares of the Fund rose 0.11% to underperform both its fixed income benchmark, the Barclays Capital U.S. Intermediate Corporate Bond Index (+2.67%) and its equity benchmark, the S&P 500® Index (+9.34%). The Fund's fixed income holdings, and equity holdings, differ from their respective benchmarks; in particular, the performance of the S&P 500® was dominated by the five FAANG stocks (Facebook, Apple, Amazon, Netflix and Google). The Fund's mix of fixed income and equity investments suggests that a blended return of its benchmarks provides an appropriate performance comparison: through June, the blended return1 was 5.86%. The Fund maintained substantially lower volatility than the benchmark as demonstrated by the Fund's one-year beta, as of June 30, of 0.402 while the equity holdings' dividend yield (+3.11%) exceeded the yield of the fixed income benchmark (+2.72%).

What Helped/Hurt Performance3

The Fund's top equity contributors to returns were Coach, Abbvie, and Honeywell International. Luxury accessory designer Coach gained 37% after reporting better than expected earnings and its announced acquisition of competitor Kate Spade. Pharmaceutical company Abbvie rose 18% as worldwide sales of its best-selling drug Humira increased 15%. Honeywell International gained 16% and hit a record high during the period due to higher-than-anticipated sales in its aerospace and energy businesses.

The Fund's most significant detractors from returns were Schlumberger, Kroger, and Target. Oilfield services provider Schlumberger fell 21% as the cost of reactivating equipment idled by low oil prices hurt margins, and seasonal activities in China, Russia, and the North Sea declined more than expected. Despite an increase in overall sales, food retailer Kroger declined 32% due to increased competition and lower operating margins. And, big-box retailer Target fell 26% as sales at brick-and-mortar locations decreased; the company plans to introduce 12 exclusive brands by the end of 2018 as part of its strategy to increase in-store traffic.

Several of the Fund's corporate bonds were called in as issuers retired debt or refinanced bonds at lower rates. The Fund reinvested the proceeds in similar investment-grade bonds of high quality companies,

1  Blended return calculated from the benchmark index returns based on ratio of stocks to fixed-income securities in the Fund's portfolio as of the end of the period.

2  "Beta" measures volatility relative to the stock market (here, the S&P 500® Index) or an alternative benchmark. A beta less than 1.0 indicates lower risk than the market or the benchmark; a beta greater than 1.0 indicates higher risk than the market or the benchmark.

3  For detailed information on Fund holdings, please see the Fund's Schedule of Investments in this Report.


5



Pacific Advisors

  Income and Equity Fund continued

such as Tech Data Corp. 3.70% maturing in 2022, and bonds with interest rates that adjust if not called. For example, the Fund purchased a 5-year 3% Jeffries Group LLC bond; the step-up bond, which will provide a 3.19% yield to a 2020 call date; if not called, the yield will adjust to 3.55%. The Fund also holds fixed-to-floating rate preferred stock in several Financials sector firms. These investments provide both principal protection as well as attractive yield; the coupon rate changes to a floating rate at a predetermined dates if the stock is not called.

The Fund's fixed income allocation continued to invest primarily in short-to-intermediate-term bonds (maturing in five years or less) which help preserve principal and lower price volatility. The holdings maintained a weighted average duration (2.16 years as of June 30) that was significantly shorter than the 4.5 year weighted average duration of the benchmark, an unmanaged bond portfolio. Duration measures a portfolio's sensitivity to interest rate movements; when rates increase by 1%, the value of a portfolio with a 4-year duration would decrease by approximately 4%.

Looking Ahead

For the remainder of the year, we anticipate that investors will closely watch the pace of U.S. economic growth, interest rates and market volatility. The Fund's focus on shorter-term bonds may contribute to periods of underperformance; yet these bonds, especially the holdings with step-up or floating rate features, provide flexibility as interest rates change. The Fund anticipates gradually lengthening the average duration of its bond portfolio as rates trend higher. The Fund will continue to identify stocks which present opportunities for price appreciation as well as dividend increases; though, as rates rise, the Fund may decrease the equity allocation and capture higher interest rates by gradually increasing the average maturity of its fixed income holdings.


6



Expense Examples

As a shareholder of the Fund you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, reinvested dividends, or other distributions; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from January 1, 2017 through June 30, 2017.

Actual Expenses

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

The following transaction costs are not included in the expenses shown in the table and, if applicable, would increase the expenses that you paid over the period: (1) a front-end sales charge (load) of 4.75% on Class A shares; (2) a 2% redemption fee if you sell or exchange shares within 30 days of purchase, with certain exceptions. The redemption fee does not apply to: (a) redemptions under an automatic withdrawal program or periodic asset reallocation plan, required minimum distributions (RMD), employer mandated distributions from a qualified plan, or redemptions under a qualified domestic relations order (QDRO); (b) redemptions to pay for expenses related to terminal illness, extended hospital or nursing home care, or other serious medical conditions, including death; (c) redemptions of shares acquired through dividend or capital gains reinvestments; (d) loans from a qualified plan account; and (e) redemptions initiated by the Fund; and (3) a $10 service fee on each exchange after the first five exchanges in each calendar year.

The following ongoing costs are not included in the expenses shown in the table and, if applicable, would increase the expenses that you paid over the period: (1) a $12 low balance fee on accounts with balances of less than $250 as of September 30th of each calendar year and no investment activity (excluding reinvestment of dividends and/or capital gains) during the prior calendar year or the first nine months of the current calendar year. This fee does not apply to IRAs, qualified plan accounts, or Coverdell Education Savings Accounts; (2) a $15 annual custodial fee on IRAs, SEPs, SIMPLE IRAs, and Coverdell Education Savings Accounts; and (3) a $20 annual custodial fee on 403(b) accounts.

Hypothetical Example for Comparison Purposes

The second line of the table below provides 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 in 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.

The following transaction costs are not included in the expenses shown in the table and, if applicable, would increase the expenses that you paid over the period: (1) a front-end sales charge (load) of 4.75% on Class A shares; (2) a 2% redemption fee if you sell or exchange shares within 30 days of purchase, with certain exceptions. The redemption fee does not apply to: (a) redemptions under an automatic withdrawal program or periodic asset reallocation plan, required minimum distributions (RMD), employer mandated distributions from a qualified plan, or redemptions under a qualified domestic relations order (QDRO); (b) redemptions to pay for expenses related to terminal illness, extended hospital or nursing home care, or other serious medical conditions, including death; (c) redemptions of shares acquired through dividend or capital gains reinvestments; (d) loans from a qualified plan account; and (e) redemptions initiated by the Fund; and (3) a $10 service fee on each exchange after the first five exchanges in each calendar year.

The following ongoing costs are not included in the expenses shown in the table and, if applicable, would increase the expenses that you paid over the period: (1) a $12 low balance fee on accounts with balances of less than $250 as of September 30th of each calendar year and no investment activity (excluding reinvestment of dividends and/or capital gains) during the prior calendar year or the first nine months of the current calendar year. This fee does not apply to IRAs, qualified plan accounts, or Coverdell Education Savings Accounts; (2) a $15 annual custodial fee on IRAs, SEPs, SIMPLE IRAs, and Coverdell Education Savings Accounts; and (3) a $20 annual custodial fee on 403(b) accounts.

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

  Beginning
Account Value
01/01/17
  Ending
Account Value
06/30/17
  Expense Paid
During Period
01/01/17 – 06/30/17
 

Income & Equity Fund Class A

 

Actual

 

$

1,000.00

   

$

1,001.10

   

$

14.93

   

Hypothetical (5% return before expense)

 

$

1,000.00

   

$

1,009.87

   

$

15.00

   

Income & Equity Fund Class C

 

Actual

 

$

1,000.00

   

$

997.50

   

$

18.57

   

Hypothetical (5% return before expense)

 

$

1,000.00

   

$

1,006.20

   

$

18.65

   

4  Expenses are equal to the Fund's annualized expense ratio, net of expense waivers, of 3.01% for Class A shares and 3.75% for Class C shares, multiplied by the average account value over the period, multiplied by 181/365 days to reflect the one-half year period.


7



Pacific Advisors

  Balanced Fund

Fund Objective:  Long-term capital appreciation and income consistent with reduced risk.

Investment  Invests primarily in large cap common stocks and investment grade U.S. corporate
Strategy:  bonds. Invests at least 25% of its assets in fixed income securities and preferred stocks and at least 25% in equities.

Investor Profile:  Moderately conservative. Seeks combination of long-term growth, income, liquidity and reduced risk of price fluctuations.

Please see the Chairman's Letter for a detailed market and economic review
as well as the Manager's general market outlook.

Portfolio Holdings (As of 06/30/17 based on total investments)

  

   

Equities

   

70.81

%

 

1.

 

Industrials

   

14.52

%

 

2.

 

Consumer Discretionary

   

13.26

%

 

3.

 

Information Technology

   

13.18

%

 

4.

 

Financials

   

12.35

%

 

5.

 

Health Care

   

7.20

%

 

6.

 

Energy

   

4.83

%

 

7.

 

Consumer Staples

   

3.89

%

 

8.

 

Telecommunication Services

   

1.58

%

 

9.

 

Corporate Bonds

   

27.36

%

 

10.

 

Preferred Stock

   

1.83

%

 
Total Returns (For the six months ended 06/30/17)  

Class A

   

2.47

%

 

Class C

   

2.00

%

 

S&P 500® Index1

   

9.34

%

 

Barclays Capital U.S. Int Corp Bond Index1

   

2.67

%

 

Current expense ratio: 4.65% (A); 5.39% (C). Prospectus expense ratio: 4.50% (A); 5.25% (C).2

Performance quoted is past performance which does not guarantee future results. Current performance may be higher or lower than the performance quoted. Call (800) 989-6693 for performance current to the most recent month-end. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Returns represent the change in value over the stated period assuming reinvestment of dividends and capital gains at net asset value. Returns do not take into account the maximum 5.75% sales charge on Class A shares or the 1% Contingent Deferred Sales Charge (CDSC) for Class C shares sold within one year of purchase. Returns would be lower if the applicable sales charge and CDSC were included. Returns do not take into account individual taxes which may reduce actual returns when shares are sold.

1  The S&P 500® Index is an unmanaged, market capitalization weighted index which measures the performance of the large cap segment of the U.S. equities market, covering approximately 75% of the U.S. equities market. The Index includes 500 leading companies in leading industries of the U.S. economy. Index returns assume the reinvestment of dividends, but, unlike the Fund's returns, do not reflect the effects of management fees or expenses. The Barclays Capital U.S. Intermediate Corporate Bond Index is an unmanaged index of publicly issued investment grade U.S. corporate bonds with one to ten years to maturity. It is not possible to invest directly in either Index.

2  "Current" expense ratio is annualized for the year-to-date as of 06/30/17. "Prospectus" expense ratio is for the fiscal year ended 12/31/16.


8



Discussion with Portfolio Managers  August 24, 2017

Charles Suh, CFA and Jingjing Yan, CFA

Fund Strategy

The Fund is designed for investors seeking to participate in the equity markets with reduced volatility. The Fund's strategy combines high-quality stocks across all market capitalizations with investment-grade corporate bonds. We identify leading, well-managed companies that generate high returns on capital and consistent earnings over a full economic cycle. We look to purchase stocks at a discount to our internal price targets with the expectation that, as the companies' growth strategies unfold, the stocks will appreciate over the medium-to-long-term. The Fund may experience periods of underperformance when short-term market trends overshadow long-term outlooks; yet, over time, performance should reflect the strength of these companies as they demonstrate the ability to grow through various economic and business cycles.

We manage the Fund's asset allocation based on our assessment of risk-appropriate investments in the context of the overall economic, market, and interest rate outlook. This balanced approach enables the Fund to take advantage of specific growth opportunities while reducing overall risk.

Fund Performance

During the first half of 2017, Class A shares of the Fund gained 2.47% to underperform the Fund's equity benchmark, the S&P 500® Index (+9.34%); the Fund performed roughly in-line with its fixed income benchmark, the Barclays Capital U.S. Intermediate Corporate Bond Index (+2.67%). The Fund's equity allocation benefitted from strong gains in Industrials and Health Care holdings. In contrast, Energy holdings substantially impacted performance. The sector suffered from falling oil prices as global supplies of crude exceeded demand; OPEC's agreement in May, which extended production cuts by nine months, failed to stem the decline. Meanwhile, the Fund's fixed income holdings remained concentrated in investment-grade issuers and shorter-term maturities (less than five years); the fixed income portion of the Fund added to performance but lagged its benchmark which contains bonds with longer maturities.

What Helped/Hurt Performance1

The Fund's top contributors to returns were Triton International, Conn's, and Cerner. Triton, the world's largest intermodal container leasing company, rose 119% as global trade rebounded and lease rates improved. The company's merger with TAL International, which was announced during a market downturn in 2015, was well timed; its scale and cost structure effectively position the combined company to expand market share at the expense of smaller competitors with fewer financial and operating resources. Conn's, a specialty retailer that provides in-store financing, gained 51% as higher margins and more strict underwriting standards provided confirmation of the company's turnaround. The company plans to maintain retail sales and improve credit performance while slowing new store growth. Cerner, the leading healthcare IT services provider, rose 40% with continued growth in revenues and new orders. The company is leading the digital revolution for hospitals and health care clinics; its contract to overhaul the Department of Defense's health care records to an electronic system went live in February, 2017.

The Fund's most significant detractors to returns were Team, Hornbeck Offshore Services, and Tractor Supply. Team, an industrial services provider, declined 40% as petrochemical and refinery customers continue to defer maintenance work. We believe, though, that the stock may rebound as oil prices stabilize; moreover, refinery maintenance schedules are often mandated by regulatory requirements. Hornbeck, which operates support vessels to the offshore oil industry, fell 61% as investors seemingly abandoned

1  For detailed information on Fund holdings, please see the Fund's Schedule of Investments in this Report.


9



Pacific Advisors

  Balanced Fund continued

the prospects for a recovery in offshore drilling activity. Yet, many projects in the Gulf of Mexico, where the company primarily operates, are economic at oil prices as low as $40 per barrel. Most analysts expect oil prices to remain in a range of $40 to $60 per barrel; these prices should support an eventual resumption in offshore activity. Tractor Supply, a retailer catering to the rural lifestyle, fell 28% as a decline in same store sales impacted revenues and earnings; mild winter weather resulted in heavy discounts for excess inventory. Temporary weather impacts aside, the company's growth plans include a nearly 50% expansion from the current base of 1630 stores nationwide.

During the period, the Fund trimmed its holdings in Triton International, Idexx Laboratories, and East West Bancorp following their significant price gains. Our risk management process actively manages exposure to individual holdings as they approach our estimation of fair value. Still, we believe each of these companies maintains a favorable fundamental outlook and, therefore, the Fund continues to hold the positions for their long-term appreciation potential. The Fund did not add any new equity positions, or liquidate any existing equity positions during the period.

Looking Ahead

The equity bull market is poised to continue as economic growth accelerates in the U.S. and around the world. Stocks in certain industries, such as Information Technology, are trading well above historic valuations; stocks in other sectors, such as Retailers and Energy, though, have largely been ignored. This disparity provides opportunities for active managers to identify undervalued companies that offer the potential to outperform. Here, Fund holdings include O'Reilly Automotive, an auto parts retailer that serves both professional and do-it-yourself customers, and Core Laboratories, an energy services company that provides analytics and technologically advanced tools to assist oil companies in maximizing production from complex geologies. Meanwhile, the Fund's fixed income strategy will continue to identify attractively priced investment-grade bonds while maintaining its concentration in shorter-term maturities.


10



Expense Examples

As a shareholder of the Fund you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, reinvested dividends, or other distributions; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from January 1, 2017 through June 30, 2017.

Actual Expenses

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

The following transaction costs are not included in the expenses shown in the table and, if applicable, would increase the expenses that you paid over the period: (1) a front-end sales charge (load) of 5.75% on Class A shares; (2) a 2% redemption fee if you sell or exchange shares within 180 days of purchase, with certain exceptions. The redemption fee does not apply to: (a) redemptions under an automatic withdrawal program or periodic asset reallocation plan, required minimum distributions (RMD), employer mandated distributions from a qualified plan, or redemptions under a qualified domestic relations order (QDRO); (b) redemptions to pay for expenses related to terminal illness, extended hospital or nursing home care, or other serious medical conditions, including death; (c) redemptions of shares acquired through dividend or capital gains reinvestments; (d) loans from a qualified plan account, and (e) redemptions initiated by the Fund; and (3) a $10 service fee on each exchange after the first five exchanges in each calendar year.

The following ongoing costs are not included in the expenses shown in the table and, if applicable, would increase the expenses that you paid over the period: (1) a $12 low balance fee on accounts with balances of less than $250 as of September 30th of each calendar year and no investment activity (excluding reinvestment of dividends and/or capital gains) during the prior calendar year or the first nine months of the current calendar year. This fee does not apply to IRAs, qualified plan accounts, or Coverdell Education Savings Accounts; (2) a $15 annual custodial fee on IRAs, SEPs, SIMPLE IRAs, and Coverdell Education Savings Accounts; and (3) a $20 annual custodial fee on 403(b) accounts.

Hypothetical Example for Comparison Purposes

The second line of the table below provides 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 in 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.

The following transaction costs are not included in the expenses shown in the table and, if applicable, would increase the expenses that you paid over the period: (1) a front-end sales charge (load) of 5.75% on Class A shares; (2) a 2% redemption fee if you sell or exchange shares within 180 days of purchase, with certain exceptions. The redemption fee does not apply to: (a) redemptions under an automatic withdrawal program or periodic asset reallocation plan, required minimum distributions (RMD), employer mandated distributions from a qualified plan, or redemptions under a qualified domestic relations order (QDRO); (b) redemptions to pay for expenses related to terminal illness, extended hospital or nursing home care, or other serious medical conditions, including death; (c) redemptions of shares acquired through dividend or capital gains reinvestments; (d) loans from a qualified plan account, and (e) redemptions initiated by the Fund; and (3) a $10 service fee on each exchange after the first five exchanges in each calendar year.

The following ongoing costs are not included in the expenses shown in the table and, if applicable, would increase the expenses that you paid over the period: (1) a $12 low balance fee on accounts with balances of less than $250 as of September 30th of each calendar year and no investment activity (excluding reinvestment of dividends and/or capital gains) during the prior calendar year or the first nine months of the current calendar year. This fee does not apply to IRAs, qualified plan accounts, or Coverdell Education Savings Accounts; (2) a $15 annual custodial fee on IRAs, SEPs, SIMPLE IRAs, and Coverdell Education Savings Accounts; and (3) a $20 annual custodial fee on 403(b) accounts.

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

  Beginning
Account Value
01/01/17
  Ending
Account Value
06/30/17
  Expense Paid
During Period
01/01/17 – 06/30/17
 

Balanced Fund Class A

 

Actual

 

$

1,000.00

   

$

1,024.70

   

$

23.34

   

Hypothetical (5% return before expense)

 

$

1,000.00

   

$

1,001.74

   

$

23.08

   

Balanced Fund Class C

 

Actual

 

$

1,000.00

   

$

1,020.00

   

$

27.00

   

Hypothetical (5% return before expense)

 

$

1,000.00

   

$

998.07

   

$

26.70

   

4  Expenses are equal to the Fund's annualized expense ratio of 4.65% for Class A shares and 5.39% for Class C shares, multiplied by the average account value over the period, multiplied by 181/365 days to reflect the one-half year period.


11



Pacific Advisors

  Large Cap Value Fund

Fund Objective:  Long-term capital appreciation.

Investment  Invests at least 80% of its assets in large cap companies that are, at the time of
Strategy:  purchase, within the market cap range of companies in the S&P 500® Index1.

Investor Profile:  Conservative equity. Growth-oriented with a long-term investment horizon.

Please see the Chairman's Letter for a detailed market and economic review
as well as the Manager's general market outlook.

Portfolio Holdings (As of 06/30/17 based on total investments)

  

   

Equities

   

100.00

%

 

1.

 

Information Technology

   

21.94

%

 

2.

 

Consumer Discretionary

   

19.40

%

 

3.

 

Industrials

   

18.18

%

 

4.

 

Consumer Staples

   

17.54

%

 

5.

 

Financials

   

17.26

%

 

6.

 

Health Care

   

4.14

%

 

7.

 

Energy

   

1.51

%

 

8.

 

Materials

   

0.03

%

 
Total Returns (For the six months ended 06/30/17)  

Class A

   

6.67

%

 

Class C

   

6.30

%

 

 

 

S&P 500® Index

   

9.34

%

 

Current expense ratio: net 3.77% (A), 4.50% (C); gross 4.52% (A), 5.24% (C). Prospectus expense ratio: net 3.85% (A), 4.59% (C); gross 4.60% (A); 5.34% (C).2

Performance quoted is past performance which does not guarantee future results. Current performance may be higher or lower than the performance quoted. Call (800) 989-6693 for performance current to the most recent month-end. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Returns represent the change in value over the stated period assuming reinvestment of dividends and capital gains at net asset value. Returns do not take into account the maximum 5.75% sales charge on Class A shares or the 1% Contingent Deferred Sales Charge (CDSC) for Class C shares sold within one year of purchase. Returns would be lower if the applicable sales charge and CDSC were included. Returns do not take into account individual taxes which may reduce actual returns when shares are sold.

The Fund's investment adviser is waiving a portion of its management fees pursuant to an Expense Limitation Agreement. The waiver may be discontinued at any time with ninety days written notice in consultation with the Fund's board, but is expected to continue at current levels. Please see the Notes to Financial Statements in this report for details. Performance shown reflects the waiver, without which the results would have been lower.

1  The Standard & Poor's 500® Index is an unmanaged, market capitalization weighted index which measures the performance of the large cap segment of the U.S. equities market, covering approximately 75% of the U.S. equities market. The Index includes 500 leading companies in leading industries of the U.S. economy. Index returns assume the reinvestment of dividends, but, unlike the Fund's returns, do not reflect the effects of management fees or expenses. It is not possible to invest directly in the Index.

2  "Current" expense ratio is as of 06/30/17. "Prospectus" expense ratio is for the fiscal year ended 12/31/16.


12



Discussion with Portfolio Manager  August 24, 2017

Samuel C. Coquillard

Fund Strategy

The Fund uses a value-oriented, focused portfolio strategy (34 holdings as of 06/30/17) to invest in more conservative, less volatile U.S. stocks that pay attractive dividends. The Fund seeks to achieve long-term capital appreciation with reduced volatility. Holdings concentrate on mega-cap stocks of well-managed companies with dominant market positions, strong financials, and track records of steady growth. The weighted average market capitalization of Fund holdings ($217 billion as of 06/30/17) is five times larger than the average of the benchmark S&P 500® Index. The mega-cap emphasis helps achieve stable total returns with less volatility than the broader market; as of June 30th, the Fund's one-year beta1 of 0.95 remains consistently below the Index. The weighted average dividend yield was 1.97%; several holdings, including Coca-Cola, ExxonMobil, General Electric (GE), International Business Machines (IBM), Intel, MetLife, Proctor & Gamble, and UPS, paid dividends in excess of 2.90%.

Fund Performance

During the first half of the year, Class A shares gained 6.67% compared to the S&P 500® Index's gain of 9.34%. The Fund's conservative, value-oriented strategy performed reasonably well in comparison to its benchmark. Underperformance during the period reflected the Fund's lack of concentration in the outperforming FAANG (Facebook, Amazon, Apple, Netflix and Google) stocks which accounted for one third of the S&P 500® Index's performance. The Fund benefitted from holdings in several of these companies; others, though, are high growth stocks which would be inconsistent with the Fund's investment approach. Also, the Fund's sector allocations varied from the benchmark. Specifically, the Fund's allocation to Restaurants, Specialty Retail, and Industrials companies during the period helped performance while the Fund's underallocation to the Health Care sector hurt performance.

Underperformance relative to the benchmark is not unexpected as the Fund's positioning in mega-cap holdings is suitable for investors who want to participate in the equity markets but incur lower volatility. The Fund will typically lag its benchmark during a strong bull market and outperform during a correction or bear market.

What Helped/Hurt Performance2

The Fund's top three contributors to returns during the second half were McDonald's, Oracle, and Illinois Tool Works. McDonald's gained 26% during the period as efforts to update its menu and dining experience led to sales growth, higher guest counts and increased earnings per share. Enterprise software and database company Oracle rose 30% as the company's Cloud-based revenues rose 58%; the "hyper-growth" of its Software as a Service and Platform as a Service business is expanding operating margins. Illinois Tool Works, which manufactures industrial products and equipment, gained 17% after reporting record earnings; the company raised its earnings and profit margin guidance for the year.

The Fund's bottom three detractors to returns were GE, Sysco, and IBM. Industrial company GE continues to transition operations to focus on aviation, power generation, health care, oil and gas, and various other products; the stock fell over 14% as the company reported flat earnings and negative cash

1  "Beta" measures volatility relative to the stock market or an alternative benchmark. A beta less than 1.0 indicates lower risk than the market or the benchmark; a beta greater than 1.0 indicates higher risk than the market or the benchmark.

2  For detailed information on Fund holdings, please see the Fund's Schedule of Investments in this Report.


13



Pacific Advisors

  Large Cap Value Fund continued

flows from industrial operations. Sysco, which distributes food products to the foodservice industry in the U.S. and overseas, reported earnings in line with expectations; the stock lost 9% late in the quarter due to concerns over weakening demand. IBM fell 7% after reporting lower revenues, operating margins and earnings per share; revenues for the Cognitive Solutions business, including Watson-related software, rose 2%.

During the period, the Fund realized gains by selling a portion of its holdings in both Wells Fargo and IBM; no new positions were established.

Looking Ahead

We expect Fund holdings to benefit as the U.S. and global economies expand. Economic data, such as job creation, wage growth, consumer spending, and housing, remain encouraging. Meanwhile, interest rates may begin to rise in response to the Federal Reserve's rate hikes. During the first six months of the year, the U.S. dollar declined against other major currencies; the more favorable exchange rate should boost earnings from international operations. The markets will also be focused on the outlook for legislative actions aimed to lower the corporate tax rate for companies repatriating funds to the U.S. If enacted, the program would be especially significant for the Fund's mega cap companies which hold substantial cash in offshore accounts. Together, these factors provide the basis for revenue and earnings growth. The Fund, with considerable holdings in well-known market leaders, should benefit as investors favor companies with strong domestic and international operations that are positioned to participate from economic expansion.


14



Expense Examples

As a shareholder of the Fund you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, reinvested dividends, or other distributions; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from January 1, 2017 through June 30, 2017.

Actual Expenses

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

The following transaction costs are not included in the expenses shown in the table and, if applicable, would increase the expenses that you paid over the period: (1) a front-end sales charge (load) of 5.75% on Class A shares; (2) a 2% redemption fee if you sell or exchange shares within 180 days of purchase, with certain exceptions. The redemption fee does not apply to: (a) redemptions under an automatic withdrawal program or periodic asset reallocation plan, required minimum distributions (RMD), employer mandated distributions from a qualified plan, or redemptions under a qualified domestic relations order (QDRO); (b) redemptions to pay for expenses related to terminal illness, extended hospital or nursing home care, or other serious medical conditions, including death; (c) redemptions of shares acquired through dividend or capital gains reinvestments; (d) loans from a qualified plan account, and (e) redemptions initiated by the Fund; and (3) a $10 service fee on each exchange after the first five exchanges in each calendar year.

The following ongoing costs are not included in the expenses shown in the table and, if applicable, would increase the expenses that you paid over the period: (1) a $12 low balance fee on accounts with balances of less than $250 as of September 30th of each calendar year and no investment activity (excluding reinvestment of dividends and/or capital gains) during the prior calendar year or the first nine months of the current calendar year. This fee does not apply to IRAs, qualified plan accounts, or Coverdell Education Savings Accounts; (2) a $15 annual custodial fee on IRAs, SEPs, SIMPLE IRAs, and Coverdell Education Savings Accounts; and (3) a $20 annual custodial fee on 403(b) accounts.

Hypothetical Example for Comparison Purposes

The second line of the table below provides 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 in 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.

The following transaction costs are not included in the expenses shown in the table and, if applicable, would increase the expenses that you paid over the period: (1) a front-end sales charge (load) of 5.75% on Class A shares; (2) a 2% redemption fee if you sell or exchange shares within 180 days of purchase, with certain exceptions. The redemption fee does not apply to: (a) redemptions under an automatic withdrawal program or periodic asset reallocation plan, required minimum distributions (RMD), employer mandated distributions from a qualified plan, or redemptions under a qualified domestic relations order (QDRO); (b) redemptions to pay for expenses related to terminal illness, extended hospital or nursing home care, or other serious medical conditions, including death; (c) redemptions of shares acquired through dividend or capital gains reinvestments; (d) loans from a qualified plan account, and (e) redemptions initiated by the Fund; and (3) a $10 service fee on each exchange after the first five exchanges in each calendar year.

The following ongoing costs are not included in the expenses shown in the table and, if applicable, would increase the expenses that you paid over the period: (1) a $12 low balance fee on accounts with balances of less than $250 as of September 30th of each calendar year and no investment activity (excluding reinvestment of dividends and/or capital gains) during the prior calendar year or the first nine months of the current calendar year. This fee does not apply to IRAs, qualified plan accounts, or Coverdell Education Savings Accounts; (2) a $15 annual custodial fee on IRAs, SEPs, SIMPLE IRAs, and Coverdell Education Savings Accounts; and (3) a $20 annual custodial fee on 403(b) accounts.

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

  Beginning
Account Value
01/01/17
  Ending
Account Value
06/30/17
  Expense Paid
During Period
01/01/17 – 06/30/17
 

Large Cap Value Fund Class A

 

Actual

 

$

1,000.00

   

$

1,066.70

   

$

19.32

   

Hypothetical (5% return before expense)

 

$

1,000.00

   

$

1,006.10

   

$

18.75

   

Large Cap Value Fund Class C

 

Actual

 

$

1,000.00

   

$

1,063.00

   

$

23.02

   

Hypothetical (5% return before expense)

 

$

1,000.00

   

$

1,002.48

   

$

22.34

   

5  Expenses are equal to the Fund's annualized expense ratio, net of expense waivers, of 3.77% for Class A shares and 4.50% for Class C shares, multiplied by the average account value over the period, multiplied by 181/365 days to reflect the one-half year period.


15



Pacific Advisors

  Mid Cap Value Fund

Fund Objective:  Long-term capital appreciation.

Investment  Invests at least 80% of its assets in mid-cap companies that are, at the time
Strategy:  of purchase, within the market cap range of companies in the Russell Midcap® Index.1

Investor Profile:  Moderately aggressive. Growth-oriented with a long-term investment horizon.

Please see the Chairman's Letter for a detailed market and economic review
as well as the Manager's general market outlook.

Portfolio Holdings (As of 06/30/17 based on total investments)

  

   

Equities

   

100.00

%

 

1.

 

Industrials

   

39.74

%

 

2.

 

Consumer Discretionary

   

32.24

%

 

3.

 

Energy

   

8.73

%

 

4.

 

Financials

   

7.92

%

 

5.

 

Information Technology

   

3.62

%

 

6.

 

Health Care

   

3.21

%

 

7.

 

Consumer Staples

   

2.51

%

 

8.

 

Materials

   

2.03

%

 
Total Returns (For the six months ended 06/30/17)  

Class A

   

–3.31

%

 

Class C

   

–3.65

%

 

 

 

Russell Midcap® Index

   

7.99

%

 

Current expense ratio: 4.84% (A); 5.59% (C). Prospectus expense ratio: 4.74% (A); 5.54% (C).2

Performance quoted is past performance which does not guarantee future results. Current performance may be higher or lower than the performance quoted. Call (800) 989-6693 for performance current to the most recent month-end. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Returns represent the change in value over the stated period assuming reinvestment of dividends and capital gains at net asset value. Returns do not take into account the maximum 5.75% sales charge on Class A shares or the 1% Contingent Deferred Sales Charge (CDSC) for Class C shares sold within one year of purchase. Returns would be lower if the applicable sales charge and CDSC were included. Returns do not take into account individual taxes which may reduce actual returns when shares are sold.

1  The Russell Midcap® Index is an unmanaged, weighted measure of the 800 smallest companies within the Russell 1000® Index based on a combination of their market cap and current index membership. Index returns assume the reinvestment of dividends, but, unlike the Fund's returns, do not reflect management fees or expenses. It is not possible to invest directly in the Index.

2  "Current" expense ratio is annualized for the year-to-date as of 06/30/17. "Prospectus" expense ratio is for the fiscal year ended 12/31/16.


16



Discussion with Portfolio Manager  August 24, 2017

George A. Henning

Fund Strategy

Mid-cap companies provide distinctive advantages for long-term investors by combining the strategic flexibility of smaller businesses with the economies of scale typically enjoyed by large corporations. The Fund uses a fundamental, bottom-up strategy to identify leading mid-cap companies with attractive opportunities for long-term appreciation. Our focused, value-oriented approach selects approximately 30 to 40 stocks; we expect to hold each investment for 3 to 5 years, or longer. Our long-term investment horizon and focus on well-managed, industry-leading companies with opportunities for substantial share price appreciation typically reduces turnover and minimizes the realization of short-term gains. As of the period end, the Fund's annualized turnover rate of 17% was consistent with its five-year average annual turnover rate of 19.8%1.

Fund Performance

Following 2016, when the Fund's 14.59% gain outperformed the benchmark Russell Midcap® Index's 13.80% gain, Class A shares declined 3.31% in the first half of 2017 to underperform the benchmark's 7.99% gain. The Fund's underperformance resulted from several factors including the downturn in energy stocks; a decline in investor expectations for legislative action; concerns that several Fund holdings would suffer due to competition from Amazon; and temporary setbacks for several companies. The Fund anticipates improving performance in the second half of the year. The holdings with company-specific challenges are likely to realize the benefits of corrective actions. The stocks which were impacted by the presumed Amazon threat should recover as investors acknowledge that these companies offer vital services which offset online price discounts; and, these companies have already withstood several years of online competition.

The Fund is actively positioned toward companies and sectors, including Industrials and specialty retailers, that will respond well to economic growth. The Fund's sector allocation notably differs from the benchmark as the Fund uses a bottom-up investment process to identify the best long-term opportunities. Typically, Fund holdings represent different sector allocations than those in the Index; for example, certain sectors, such as Technology, Financials, Real Estate, Health Care and Utilities cumulatively represent more than 40% of the benchmark as of June 30th; in contrast, these sectors represent 10% of the Fund while Industrials, Retail, Energy, and other value-oriented sectors represent over 80% of Fund holdings. This variance from the benchmark can lead to Fund underperformance during periods, such as the recent period, when investors remain cautious.

What Helped/Hurt Performance2

The Fund's top contributors to returns during the first half of the year were Conn's, PVH, and Graco. Conn's, a specialty retailer, rose 51% as improved operating results underscored the company's turnaround. In particular, the company reported improved credit performance, higher finance charges, and lower borrowing costs. PVH, owner of Calvin Klein and Tommy Hilfiger, rose 27% on strong international sales for these flagship brands and an improving economic outlook in Europe. The Tommy Hilfiger brand is especially popular in both Europe and China. Graco, which manufactures equipment to dispense fluids and coatings for industrial applications, gained 33% as the company reported sales growth in every geographic region and business segment, and increased gross profit margins.

1  Annual turnover: 13% (2016); 25% (2015); 22% (2014); 15% (2013); and 24% (2012).

2  For detailed information on Fund holdings, please see the Fund's Schedule of Investments in this Report.


17



Pacific Advisors

  Mid Cap Value Fund continued

The Fund's most significant detractors to returns were Helix Energy Solutions Group, Chicago Bridge & Iron, and Noble. Helix declined 36% as investor sentiment soured on the offshore oilfield services sector. The company, though, is advantageously positioned as the low-cost leader for well intervention projects; its specialized vessels can produce cost savings in excess of 30% compared to traditional drilling rigs. Chicago Bridge & Iron, an engineering and construction services firm, fell 37% following the disclosure of cost overruns on construction projects. The company continues to receive significant new business contracts, but shares will likely remain under pressure until resolution of the troubled projects. Noble, an offshore drilling contractor, lost 39% as investors discounted prospects for a recovery in offshore activity. Still, most deep-water projects are profitable at current oil prices; we believe, therefore, that the long-term strategies of major oil producers will likely include both shale oil and deepwater wells.

During the period, the Fund added new positions in Core Laboratories, TechnipFMC, and Monro Muffler Brake. Core Laboratories utilizes advanced technologies to help shale oil producers analyze and maximize profitability from oil wells. TechnipFMC manufactures equipment for, and provides engineering and construction services to, energy companies. The industry leader is well-positioned for the eventual recovery in onshore and offshore projects. Monro Muffler is the nation's largest chain store of automotive repair and tire services. The company is rapidly consolidating and should benefit from favorable trends including an increase in the average age of automobiles. The Fund liquidated holdings in GameStop, W.W. Grainger, and Stericycle to focus on companies with more immediate prospects for price appreciation.

Looking Ahead

The market momentum that drove performance in the second half of 2016 faltered in 2017 as investors reassessed their outlook for President Trump's pro-growth legislative agenda. Nevertheless, the global economy continues to grow and companies are reporting improving sales and earnings. The Fund, which is actively positioned in areas such as manufacturing, construction, and transportation, should benefit in the second half of the year as Fund holdings experience stronger demand for their goods and services. Oil prices, meanwhile, appear to have settled within a range of $40 to $60 per barrel; these levels should enable major oil and gas companies to move forward with operating and capital spending plans that were delayed during the energy downturn. During the first half of the year, investor sentiment focused primarily on technology and financial sectors; many of these stocks are now approaching, or above, fair value. We anticipate that Fund holdings which demonstrate improving financial results will attract the interest of investors search for new opportunities.


18



Expense Examples

As a shareholder of the Fund you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, reinvested dividends, or other distributions; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from January 1, 2017 through June 30, 2017.

Actual Expenses

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

The following transaction costs are not included in the expenses shown in the table and, if applicable, would increase the expenses that you paid over the period: (1) a front-end sales charge (load) of 5.75% on Class A shares; (2) a 2% redemption fee if you sell or exchange shares within 180 days of purchase, with certain exceptions. The redemption fee does not apply to: (a) redemptions under an automatic withdrawal program or periodic asset reallocation plan, required minimum distributions (RMD), employer mandated distributions from a qualified plan, or redemptions under a qualified domestic relations order (QDRO); (b) redemptions to pay for expenses related to terminal illness, extended hospital or nursing home care, or other serious medical conditions, including death; (c) redemptions of shares acquired through dividend or capital gains reinvestments; (d) loans from a qualified plan account, and (e) redemptions initiated by the Fund; and (3) a $10 service fee on each exchange after the first five exchanges in each calendar year.

The following ongoing costs are not included in the expenses shown in the table and, if applicable, would increase the expenses that you paid over the period: (1) a $12 low balance fee on accounts with balances of less than $250 as of September 30th of each calendar year and no investment activity (excluding reinvestment of dividends and/or capital gains) during the prior calendar year or the first nine months of the current calendar year. This fee does not apply to IRAs, qualified plan accounts, or Coverdell Education Savings Accounts; (2) a $15 annual custodial fee on IRAs, SEPs, SIMPLE IRAs, and Coverdell Education Savings Accounts; and (3) a $20 annual custodial fee on 403(b) accounts.

Hypothetical Example for Comparison Purposes

The second line of the table below provides 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 in 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.

The following transaction costs are not included in the expenses shown in the table and, if applicable, would increase the expenses that you paid over the period: (1) a front-end sales charge (load) of 5.75% on Class A shares; (2) a 2% redemption fee if you sell or exchange shares within 180 days of purchase, with certain exceptions. The redemption fee does not apply to: (a) redemptions under an automatic withdrawal program or periodic asset reallocation plan, required minimum distributions (RMD), employer mandated distributions from a qualified plan, or redemptions under a qualified domestic relations order (QDRO); (b) redemptions to pay for expenses related to terminal illness, extended hospital or nursing home care, or other serious medical conditions, including death; (c) redemptions of shares acquired through dividend or capital gains reinvestments; (d) loans from a qualified plan account, and (e) redemptions initiated by the Fund; and (3) a $10 service fee on each exchange after the first five exchanges in each calendar year.

The following ongoing costs are not included in the expenses shown in the table and, if applicable, would increase the expenses that you paid over the period: (1) a $12 low balance fee on accounts with balances of less than $250 as of September 30th of each calendar year and no investment activity (excluding reinvestment of dividends and/or capital gains) during the prior calendar year or the first nine months of the current calendar year. This fee does not apply to IRAs, qualified plan accounts, or Coverdell Education Savings Accounts; (2) a $15 annual custodial fee on IRAs, SEPs, SIMPLE IRAs, and Coverdell Education Savings Accounts; and (3) a $20 annual custodial fee on 403(b) accounts.

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

  Beginning
Account Value
01/01/17
  Ending
Account Value
06/30/17
  Expense Paid
During Period
01/01/17 – 06/30/17
 

Mid Cap Value Fund Class A

 

Actual

 

$

1,000.00

   

$

966.90

   

$

23.60

   

Hypothetical (5% return before expense)

 

$

1,000.00

   

$

1,000.79

   

$

24.01

   

Mid Cap Value Fund Class C

 

Actual

 

$

1,000.00

   

$

963.50

   

$

27.21

   

Hypothetical (5% return before expense)

 

$

1,000.00

   

$

997.07

   

$

27.68

   

3  Expenses are equal to the Fund's annualized expense ratio of 4.84% for Class A shares and 5.59% for Class C shares, multiplied by the average account value over the period, multiplied by 181/365 days to reflect the one-half year period.


19



Pacific Advisors

  Small Cap Value Fund

Fund Objective:  Capital appreciation through investment in small cap companies.

Investment  Invests at least 80% of its assets in small cap companies which are, at the time of
Strategy:  purchase, not greater than the highest market capitalization of companies within the Russell 2000® Index1. Generally invests a significant proportion of its assets in companies with market capitalizations that are, at the time of purchase, not greater than the highest market capitalization of companies in the Russell Microcap® Index1 (which are often referred to as "micro-cap" stocks).

Investor Profile:  Aggressive. Opportunity-oriented with a long-term investment horizon.

Please see the Chairman's Letter for a detailed market and economic review
as well as the Manager's general market outlook.

Portfolio Holdings (As of 06/30/17 based on total investments)

  

   

Equities

   

100.00

%

 

1.

 

Industrials

   

46.52

%

 

2.

 

Consumer Discretionary

   

21.46

%

 

3.

 

Energy

   

17.12

%

 

4.

 

Financials

   

8.07

%

 

5.

 

Consumer Staples

   

6.82

%

 
Total Returns (For the six months ended 06/30/17)  

Class A

   

–5.25

%

 

Class C

   

–5.61

%

 

Class I

   

–5.16

%

 

 

 

Russell 2000® Index

   

4.99

%

 

Current expense ratio: 4.06% (A); 4.81% (C); 3.84% (I). Prospectus expense ratio: 4.19% (A); 4.95% (C); 3.93% (I).2

Performance quoted is past performance which does not guarantee future results. Current performance may be higher or lower than the performance quoted. Call (800) 989-6693 for performance current to the most recent month-end. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Returns represent the change in value over the stated period assuming reinvestment of dividends and capital gains at net asset value. Rankings shown are for Class A shares; rankings for other share classes may be different. Returns and rankings do not take into account the maximum 5.75% sales charge on Class A shares or the 1% Contingent Deferred Sales Charge (CDSC) for Class C shares sold within one year of purchase. Returns would be lower if the applicable sales charge and CDSC were included. Returns do not take into account individual taxes which may reduce actual returns when shares are sold. Small cap companies typically have fewer financial resources and may carry higher investment risks and experience greater stock price volatility than larger stocks.

1  The Russell 2000® Index is an unmanaged, market-weighted measure of the 2,000 smallest companies of the Russell 3000® Index which represents approximately 98% of the investable U.S. equity market. Index returns assume the reinvestment of dividends, but, unlike the Fund's returns, do not reflect management fees or expenses. The Russell Microcap® Index is an unmanaged, market capitalization weighted measure of the 1,000 smallest publicly traded companies within the Russell 2000® Index, plus the next smallest 1,000 U.S. based listed stocksIt is not possible to invest directly in either Index.

2  "Current" expense ratio is annualized for the year-to-date as of 06/30/17. "Prospectus" expense ratio is for the fiscal year ended 12/31/16.


20



Discussion with Portfolio Manager  August 24, 2017

George A. Henning

Fund Strategy

The Fund employs a value-oriented approach to identify when high-quality, well-managed companies with attractive growth outlooks become undervalued. Periods of heightened market volatility often create opportunities to strategically invest in these companies for long-term appreciation. The Fund takes a business ownership view in seeking to identify stocks that are undervalued or temporarily out-of-favor and have a catalyst for multi-year growth. The Fund focuses on a limited number of small cap stocks (typically 25 to 50 holdings), including a significant number of micro-cap stocks which tend to attract limited analyst attention. Investing in small and micro-cap stocks may contribute to above-average volatility; yet, smaller, well-positioned companies can provide superior long-term results. Partly due to the strategic allocation to undervalued micro-cap stocks, the Fund's one-year beta1 was 1.42, as of June 30th, in comparison to the Russell 2000® Index.

Fund Performance

Class A shares declined 5.25% in the first half of 2017, compared to a 4.99% gain for the Russell 2000® Index. The Fund's strong 2016 performance (+27.08%) compared to the benchmark's gain of 21.31% carried over into the first part of the year. Then, as investors became concerned that the new administration's legislative action might be delayed, they shifted toward the market's more conservative sectors. This rotation significantly impacted performance since the Fund is underweighted in Financials, Health Care and Information Technology, three of the benchmark's four largest sectors. During the period, Health Care and Information Technology accounted for nearly 90% of the benchmark's return. The Fund's overweighted allocation to the Energy sector underperformed; holdings experienced significant selling pressure as oil prices re-entered a bear market. The Fund is positioned in favor of areas such as transportation, manufacturing, construction, and energy services that are directly tied to economic growth. Company fundamentals for many of the Fund's holdings in these sectors improved markedly during the period as industrial activity strengthened; despite these operating results, stock price performance remained lackluster.

What Helped/Hurt Performance2

The Fund's top contributors to returns during the first half of the year were Triton International, Conn's, and North American Energy Partners. Triton International, the world's largest intermodal container leasing company, rose 119% as operating results demonstrated the company's market-leading scale and cost structure. Increased shipping volumes and rising steel prices contributed to higher lease rates; management expects favorable market conditions to continue as the supply/demand balance for containers remains tight. Conn's, a specialty retailer, soared 51%; improved credit performance, a favorable rate for its latest securitization of credit receivables, and the introduction of a partnership offering a lease-to-own platform underscore the company's impressive turnaround. The results validated management's decision to slow new store growth while focusing on credit operations and maintaining retail profits. North American Energy Partners rose 15% as prospects for Canadian oil sands activity improved. In February, the civil and industrial contractor renewed a 5-year master services agreement with a major oil sands operator.

The Fund's most significant detractors to returns were Matrix Service, Team, and Hibbett Sports. Matrix, an industrial construction contractor, fell 59% after the company warned about losses on a large project that had experienced significant cost overruns. These episodes, while not unusual in the engineering

1  "Beta" measures volatility relative to the stock market or an alternative benchmark. A beta less than 1.0 indicates lower risk than the market or the benchmark and a beta greater than 1.0 indicates higher risk than the market or the benchmark.

2  For detailed information on Fund holdings, please see the Fund's Schedule of Investments in this Report.


21



Pacific Advisors

  Small Cap Value Fund continued

and construction industry, can weigh on the share price until resolved. In July, the company announced an agreement with the customer that is not expected to negatively impact future earnings. Team, an industrial services provider, declined 40% as petrochemical and refinery customers continue to defer maintenance work. We believe, though, that the stock may rebound as oil prices stabilize; moreover, refinery maintenance schedules are often mandated by regulatory requirements. Hibbett, a sporting goods retailer focused on small town markets, dropped 44%. Sentiment soured as same store sales declined; also, Nike announced an agreement with Amazon which investors believed would hurt brick-and-mortar stores. Nike's strategy, though, by introducing a limited product line on Amazon, will minimize the risk of becoming overly reliant on one distributor while exerting greater control over online merchandizing. In July, Hibbett launched a fully-integrated e-commerce strategy to provide a seamless shipping experience.

During the period, the Fund trimmed holdings in Triton International, North American Energy Partners, East West Bancorp, and Rush Enterprises following significant price gains. The Fund's risk management process actively manages exposure to individual holdings as they approach our estimation of fair value. We believe that each of these companies maintains a favorable fundamental outlook; therefore, the Fund continues to hold the positions for long-term appreciation potential. During the period, the Fund liquidated its position in Morningstar, and did not initiate any new holdings; the Fund added to several existing holdings.

Looking Ahead

The Fund anticipates improved performance in the second half of 2017; the portfolio is well-positioned to benefit from ongoing economic growth, both in the U.S. and around the world. In particular, the recent rebound in industrial activity should support top and bottom line growth at companies such as Rush Enterprises, a commercial truck dealer; DXP Enterprises, a distributor of industrial parts and services; and Mobile Mini, a lessor of portable storage units often used for construction projects. Oil prices will continue to drive investor sentiment; here, market has begun to embrace a "new normal" of $40 to $60 per barrel; at these prices, companies have indicated that previously-shelved drilling programs can move forward; and, a recovery in offshore activity would likely spur a rally in such Energy holdings as Helix Energy Solutions, Parker Drilling, and Hornbeck Offshore Services. The favorable outlook for the Industrial and Energy sectors should have an outsized impact on the Fund, which is heavily weighted toward these areas.

As confidence in the economy improves, we expect that investors will acknowledge the opportunities in undervalued small cap stocks which historically outperform larger companies during periods of economic expansion.


22



Expense Examples

As a shareholder of the Fund you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, reinvested dividends, or other distributions; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from January 1, 2017 through June 30, 2017.

Actual Expenses

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

The following transaction costs are not included in the expenses shown in the table and, if applicable, would increase the expenses that you paid over the period: (1) a front-end sales charge (load) of 5.75% on Class A shares; (2) a 2% redemption fee if you sell or exchange shares within 180 days of purchase, with certain exceptions. The redemption fee does not apply to: (a) redemptions under an automatic withdrawal program or periodic asset reallocation plan, required minimum distributions (RMD), employer mandated distributions from a qualified plan, or redemptions under a qualified domestic relations order (QDRO); (b) redemptions to pay for expenses related to terminal illness, extended hospital or nursing home care, or other serious medical conditions, including death; (c) redemptions of shares acquired through dividend or capital gains reinvestments; (d) loans from a qualified plan account, and (e) redemptions initiated by the Fund; and (3) a $10 service fee on each exchange after the first five exchanges in each calendar year.

The following ongoing costs are not included in the expenses shown in the table and, if applicable, would increase the expenses that you paid over the period: (1) a $12 low balance fee on accounts with balances of less than $250 as of September 30th of each calendar year and no investment activity (excluding reinvestment of dividends and/or capital gains) during the prior calendar year or the first nine months of the current calendar year. This fee does not apply to IRAs, qualified plan accounts, or Coverdell Education Savings Accounts; (2) a $15 annual custodial fee on IRAs, SEPs, SIMPLE IRAs, and Coverdell Education Savings Accounts; and (3) a $20 annual custodial fee on 403(b) accounts.

Hypothetical Example for Comparison Purposes

The second line of the table below provides 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 in 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.

The following transaction costs are not included in the expenses shown in the table and, if applicable, would increase the expenses that you paid over the period: (1) a front-end sales charge (load) of 5.75% on Class A shares; (2) a 2% redemption fee if you sell or exchange shares within 180 days of purchase, with certain exceptions. The redemption fee does not apply to: (a) redemptions under an automatic withdrawal program or periodic asset reallocation plan, required minimum distributions (RMD), employer mandated distributions from a qualified plan, or redemptions under a qualified domestic relations order (QDRO); (b) redemptions to pay for expenses related to terminal illness, death, extended hospital or nursing home care, or other serious medical conditions; (c) redemptions of shares acquired through dividend or capital gains reinvestments; (d) loans from a qualified plan account; and (e) redemptions initiated by the Fund; and (3) a $10 service fee on each exchange after the first five exchanges in each calendar year.

The following ongoing costs are not included in the expenses shown in the table and, if applicable, would increase the expenses that you paid over the period: (1) a $12 low balance fee on accounts with balances of less than $250 as of September 30th of each calendar year and no investment activity (excluding reinvestment of dividends and/or capital gains) during the prior calendar year or the first nine months of the current calendar year. This fee does not apply to IRAs, qualified plan accounts, or Coverdell Education Savings Accounts; (2) a $15 annual custodial fee on IRAs, SEPs, SIMPLE IRAs, and Coverdell Education Savings Accounts; and (3) a $20 annual custodial fee on 403(b) accounts.

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

  Beginning
Account Value
01/01/17
  Ending
Account Value
06/30/17
  Expense Paid
During Period
01/01/17 – 06/30/17
 

Small Cap Value Class A

 

Actual

 

$

1,000.00

   

$

947.50

   

$

19.60

   

Hypothetical (5% return before expense)

 

$

1,000.00

   

$

1,004.66

   

$

20.18

   

Small Cap Value Class C

 

Actual

 

$

1,000.00

   

$

943.90

   

$

23.18

   

Hypothetical (5% return before expense)

 

$

1,000.00

   

$

1,000.94

   

$

23.86

   

Small Cap Value Class I

 

Actual

 

$

1,000.00

   

$

948.40

   

$

18.55

   

Hypothetical (5% return before expense)

 

$

1,000.00

   

$

1,005.75

   

$

19.10

   

3  Expenses are equal to the Fund's annualized expense ratio of 4.06% for Class A shares, 4.81% for Class C shares and 3.84% for Class I shares, multiplied by the average account value over the period, multiplied by 181/365 days to reflect the one-half year period.


23




Pacific Advisors Fund Inc.

Financial Statements


24



Pacific Advisors Income & Equity Fund

Schedule of Investments (Unaudited)

as of June 30, 2017

Quantity or
Principal**
 

Description

 

Current $ Value**

  % of Total
Net Assets
 

COMMON STOCK

     

CONSUMER DISCRETIONARY

    5.18    

DISTRIBUTORS

     
 

1,750

   

GENUINE PARTS CO.

   

162,330

       
             

162,330

     

0.97

   

MEDIA

     
 

2,500

   

OMNICOM GROUP INC.

   

207,250

       
             

207,250

     

1.24

   

MULTILINE RETAIL

     
 

5,000

   

TARGET CORP.

   

261,450

       
             

261,450

     

1.56

   

TEXTILES, APPAREL & LUXURY GOODS

     
 

5,000

   

COACH, INC.

   

236,700

       
             

236,700

     

1.41

   

CONSUMER STAPLES

    7.31    

BEVERAGES

     
 

4,000

   

COCA-COLA CO.

   

179,400

       
             

179,400

     

1.07

   

FOOD & STAPLES RETAILING

     
 

3,000

   

CVS HEALTH CORP.

   

241,380

       
 

4,000

   

SYSCO CORP.

   

201,320

       
 

9,000

   

THE KROGER CO.

   

209,880

       
 

3,000

   

WAL-MART STORES INC.

   

227,040

       
             

879,620

     

5.25

   

HOUSEHOLD PRODUCTS

     
 

1,900

   

PROCTER & GAMBLE CO.

   

165,585

       
             

165,585

     

0.99

   

ENERGY

    2.82    

ENERGY EQUIPMENT & SERVICES

     
 

3,500

   

SCHLUMBERGER LTD

   

230,440

       
             

230,440

     

1.37

   

OIL, GAS & CONSUMABLE FUELS

     
 

3,000

   

EXXON MOBIL CORP.

   

242,190

       
             

242,190

     

1.45

   

See Accompanying Notes to Financial Statements which are an integral part of these financial statements.
25



Pacific Advisors Income & Equity Fund

Schedule of Investments (Unaudited)

as of June 30, 2017

Quantity or
Principal**
 

Description

 

Current $ Value**

  % of Total
Net Assets
 

COMMON STOCK continued

     

FINANCIALS

    5.31    

BANKS

     
 

4,500

   

U.S. BANCORP

   

233,640

       
 

4,000

   

WELLS FARGO & CO.

   

221,640

       
             

455,280

     

2.72

   

CAPITAL MARKETS

     
 

2,500

   

T. ROWE PRICE GROUP INC.

   

185,525

       
             

185,525

     

1.11

   

INSURANCE

     
 

4,500

   

METLIFE INC.

   

247,230

       
             

247,230

     

1.48

   

HEALTH CARE

    5.01    

BIOTECHNOLOGY

     
 

4,000

   

ABBVIE INC.

   

290,040

       
             

290,040

     

1.73

   

PHARMACEUTICALS

     
 

2,000

   

JOHNSON & JOHNSON

   

264,580

       
 

8,500

   

PFIZER INC.

   

285,515

       
             

550,095

     

3.28

   

INDUSTRIALS

    6.80    

AIR FREIGHT & LOGISTICS

     
 

2,250

   

UNITED PARCEL SERVICE, INC. B

   

248,828

       
             

248,828

     

1.48

   

COMMERCIAL SERVICES & SUPPLIES

     
 

2,000

   

WASTE MANAGEMENT INC.

   

146,700

       
             

146,700

     

0.88

   

INDUSTRIAL CONGLOMERATES

     
 

8,000

   

GENERAL ELECTRIC CO.

   

216,080

       
 

2,000

   

HONEYWELL INT'L INC.

   

266,580

       
             

482,660

     

2.88

   

TRADING COMPANIES & DISTRIBUTORS

     
 

6,000

   

FASTENAL COMPANY

   

261,180

       
             

261,180

     

1.56

   

See Accompanying Notes to Financial Statements which are an integral part of these financial statements.
26



Pacific Advisors Income & Equity Fund

Schedule of Investments (Unaudited)

as of June 30, 2017

Quantity or
Principal**
 

Description

 

Current $ Value**

  % of Total
Net Assets
 

COMMON STOCK continued

     

INFORMATION TECHNOLOGY

    5.72    

COMMUNICATIONS EQUIPMENT

     
 

8,000

   

CISCO SYSTEMS INC.

   

250,400

       
             

250,400

     

1.49

   

IT SERVICES

     
 

1,500

   

INT'L BUSINESS MACHINES CORP.

   

230,745

       
             

230,745

     

1.38

   

SEMICONDUCTORS & EQUIPMENT

     
 

7,000

   

INTEL CORP.

   

236,180

       
             

236,180

     

1.41

   

SOFTWARE

     
 

3,500

   

MICROSOFT CORP.

   

241,255

       
             

241,255

     

1.44

   

MATERIALS

    2.56    

CHEMICALS

     
 

2,500

   

DUPONT DE NEMOURS & CO.

   

201,775

       
             

201,775

     

1.21

   

CONTAINERS & PACKAGING

     
 

4,000

   

INTERNATIONAL PAPER COMPANY

   

226,440

       
             

226,440

     

1.35

   

TELECOMMUNICATION SERVICES

    2.95    

DIVERSIFIED TELECOM. SERVICES

     
 

6,000

   

AT&T INC.

   

226,380

       
 

6,000

   

VERIZON COMMUNICATIONS INC.

   

267,960

       
             

494,340

     

2.95

   

UTILITIES

    4.15    

ELECTRIC UTILITIES

     
 

2,500

   

DUKE ENERGY CORP.

   

208,975

       
 

3,500

   

XCEL ENERGY INC.

   

160,580

       
             

369,555

     

2.21

   

MULTI-UTILITIES

     
 

2,000

   

DOMINION ENERGY INC.

   

153,260

       
 

4,000

   

PUBLIC SERVICE ENTERPRISE GROUP INC.

   

172,040

       
             

325,300

     

1.94

   

TOTAL COMMON STOCK (Cost: $6,023,277)

   

8,008,493

     

47.81

   

See Accompanying Notes to Financial Statements which are an integral part of these financial statements.
27



Pacific Advisors Income & Equity Fund

Schedule of Investments (Unaudited)

as of June 30, 2017

Quantity or
Principal**
 

Description

 

Current $ Value**

  % of Total
Net Assets
 

CORPORATE BOND

     

CONSUMER DISCRETIONARY

    7.06    

AUTO COMPONENTS

     
 

150,000

   

LEAR CORP. 4.75% 01/15/23

   

155,196

       
             

155,196

     

0.93

   

AUTOMOBILES

     
 

130,000

   

GENERAL MOTORS FINL CO. 4.75% 08/15/17

   

130,443

       
             

130,443

     

0.78

   

DIVERSIFIED CONSUMER SERVICES

     
 

150,000

   

BLOCK FINANCIAL LLC 4.125% 10/01/20

   

154,815

       
             

154,815

     

0.92

   

HOTELS, RESTAURANTS & LEISURE

     
 

100,000

   

INTL GAME TECHNOLOGY 7.50% 06/15/19

   

109,750

       
 

150,000

   

YUM! BRANDS INC. 5.30% 09/15/19

   

158,250

       
             

268,000

     

1.60

   

HOUSEHOLD DURABLES

     
 

150,000

   

TUPPERWARE BRANDS CORP. 4.75% 06/01/21

   

159,941

       
             

159,941

     

0.96

   

INTERNET & CATALOG RETAIL

     
 

150,000

   

EXPEDIA INC. 5.95% 08/15/20

   

163,919

       
             

163,919

     

0.98

   

MULTILINE RETAIL

     
 

150,000

   

MACYS RETAIL 3.45% 01/15/21

   

149,578

       
             

149,578

     

0.89

   

CONSUMER STAPLES

    0.91    

FOOD & STAPLES RETAILING

     
 

150,000

   

DELHAIZE GROUP SA 4.125% 04/10/19

   

152,864

       
             

152,864

     

0.91

   

ENERGY

    3.69    

ENERGY EQUIPMENT & SERVICES

     
 

100,000

   

PRIDE INTERNATIONAL INC. 6.875% 08/15/20

   

102,500

       
 

150,000

   

ROWAN COMPANY INC. 7.875% 08/01/19

   

156,750

       
 

150,000

   

SESI LLC 6.375% 05/01/19

   

148,125

       
 

100,000

   

WEATHERFORD BERMUDA 6.00% 03/15/18

   

100,750

       
             

508,125

     

3.03

   

OIL, GAS & CONSUMABLE FUELS

     
 

100,000

   

ENERGY TRANSFER PARTNERS 9.00% 04/15/19

   

111,207

       
             

111,207

     

0.66

   

See Accompanying Notes to Financial Statements which are an integral part of these financial statements.
28



Pacific Advisors Income & Equity Fund

Schedule of Investments (Unaudited)

as of June 30, 2017

Quantity or
Principal**
 

Description

 

Current $ Value**

  % of Total
Net Assets
 

CORPORATE BOND continued

     

FINANCIALS

    16.06    

BANKS

     
 

100,000

   

BANK OF AMERICA CORP. 4.881% 03/19/20 FLOAT

   

104,250

       
 

100,000

   

BANK OF AMERICA CORP. 3.055% 09/28/20 FLOAT

   

100,229

       
 

122,000

   

BANK OF AMERICA CORP. 4.131% 07/07/21 FLOAT

   

123,354

       
 

150,000

   

BARCLAY BANK PLC 2.658% 04/18/21 FLOAT

   

146,850

       
 

125,000

   

JPMORGAN CHASE & CO. 4.200% 02/25/21 FLOAT

   

123,950

       
 

94,000

   

FULTON FINANCIAL CORP. 3.60% 03/16/22

   

95,110

       
             

693,743.00

     

4.14

   

CAPITAL MARKETS

     
 

150,000

   

ARES CAPITAL CORP. 4.875% 11/30/18

   

155,246

       
 

150,000

   

BGC PARTNERS INC. 5.375% 12/09/19

   

157,985

       
 

250,000

   

E*TRADE FINANCIAL CORP. 5.375% 11/15/22

   

262,801

       
 

100,000

   

FIFTH STREET FINANCE CORP. 4.875% 03/01/19

   

100,090

       
 

100,000

   

GOLDMAN SACHS GROUP INC. 2.598% 08/26/20 FLOAT

   

99,943

       
 

100,000

   

MORGAN STANLEY 3.796% 09/30/17 FLOAT

   

100,428

       
 

100,000

   

MORGAN STANLEY 4.67% 10/27/18 FLOAT

   

101,500

       
 

100,000

   

MORGAN STANLEY 4.381% 04/25/23 FLOAT

   

103,250

       
 

100,000

   

MORGAN STANLEY 3.581% 10/28/24 FLOAT

   

93,250

       
 

100,000

   

NASDAQ OMX GROUP 5.55% 01/15/20

   

108,082

       
 

100,000

   

PROSPECT CAPITAL CORP. 5.00% 07/15/19

   

102,167

       
 

150,000

   

STIFEL FINANCIAL CORP. 3.50% 12/01/20

   

153,071

       
             

1,537,813

     

9.18

   

DIVERSIFIED FINANCIAL SERVICES

     
 

100,000

   

ICAHN ENTERPRISES 6.00% 08/01/20

   

102,938

       
 

100,000

   

JEFFERIES GROUP INC. 5.125% 04/13/18

   

102,572

       
 

150,000

   

JEFFERIES GROUP LLC 3.00% STEP-UP 07/27/22

   

149,347

       
             

354,857.00

     

2.12

   

INSURANCE

     
 

100,000

   

PRUDENTIAL FINANCIAL INC. 4.381% 11/02/20 FLOAT

   

103,100

       
             

103,100

     

0.62

   

HEALTH CARE

    1.51    

BIOTECHNOLOGY

     
 

114,000

   

BAXALTA INC. 3.60% 06/23/22

   

118,051

       
             

118,051

     

0.71

   

PHARMACEUTICALS

     
 

130,000

   

ZOETIS INC. 3.45% 11/13/20

   

134,443

       
             

134,443

     

0.80

   

See Accompanying Notes to Financial Statements which are an integral part of these financial statements.
29



Pacific Advisors Income & Equity Fund

Schedule of Investments (Unaudited)

as of June 30, 2017

Quantity or
Principal**
 

Description

 

Current $ Value**

  % of Total
Net Assets
 

CORPORATE BOND continued

     

INDUSTRIALS

    7.51    

AEROSPACE & DEFENSE

     
 

150,000

   

L-3 COMMUNICATIONS CORP. 5.20% 10/15/19

   

160,126

       
 

150,000

   

SPIRIT AEROSYSTEMS INC. 5.25% 03/15/22

   

155,641

       
             

315,767

     

1.89

   

BUILDING PRODUCTS

     
 

115,000

   

OWENS CORNING INC. 9.00% 06/15/19

   

129,011

       
             

129,011

     

0.77

   

MACHINERY

     
 

150,000

   

AGCO CORP. 5.875% 12/01/21

   

164,622

       
 

150,000

   

HILLENBRAND INC. 5.50% 07/15/20

   

159,807

       
             

324,429

     

1.94

   

PROFESSIONAL SERVICES

     
 

150,000

   

DUN & BRADSTREET CORP. 4.25% 06/15/20

   

154,563

       
             

154,563

     

0.92

   

TRADING COMPANIES & DISTRIBUTORS

     
 

150,000

   

GATX CORP. 2.60% 03/30/20

   

151,553

       
 

170,000

   

INTL LEASE FINANCE CORP. 4.625% 04/15/21

   

180,939

       
             

332,492

     

1.99

   

INFORMATION TECHNOLOGY

    4.28    

ELECTRONIC EQUIPMENT & INSTRUMENTS

     
 

100,000

   

INGRAM MICRO INC. 5.25% 09/01/17

   

100,427

       
 

150,000

   

KEYSIGHT TECHNOLOGIES 3.30% 10/30/19

   

152,790

       
 

150,000

   

TECH DATA CORP. 3.70% 02/15/22

   

153,062

       
             

406,279

     

2.42

   

IT SERVICES

     
 

150,000

   

FIDELITY NATIONAL INFORMATION 3.625% 10/15/20

   

157,131

       
             

157,131

     

0.94

   

SEMICONDUCTORS & EQUIPMENT

     
 

150,000

   

QUALCOMM INC. 3.00% 05/20/22

   

153,830

       
             

153,830

     

0.92

   

MATERIALS

    1.33    

CHEMICALS

     
 

112,000

   

CF INDUSTRIES INC. 6.875% 05/01/18

   

116,340

       
             

116,340

     

0.70

   

See Accompanying Notes to Financial Statements which are an integral part of these financial statements.
30



Pacific Advisors Income & Equity Fund

Schedule of Investments (Unaudited)

as of June 30, 2017

Quantity or
Principal**
 

Description

 

Current $ Value**

  % of Total
Net Assets
 

CORPORATE BOND continued

     

METALS & MINING

     
 

100,000

   

COMMERCIAL METALS CO. 7.35% 08/15/18

   

105,875

       
             

105,875

     

0.63

   

REAL ESTATE

    4.35    

HEALTH CARE REITS

     
 

150,000

   

OMEGA HEALTHCARE INVESTORS 4.375% 08/01/23

   

153,818

       
             

153,818

     

0.92

   

HOTEL & RESORT REITS

     
 

105,000

   

HOSPITALITY PROP TRUST 6.70% 01/15/18

   

105,441

       
             

105,441

     

0.63

   

OFFICE REITS

     
 

150,000

   

CORPORATE OFFICE PROP 3.60% 05/15/23

   

149,071

       
 

160,000

   

SL GREEN REALTY CORP. 4.50% 12/01/22

   

164,780

       
             

313,851

     

1.87

   

REAL ESTATE SERVICES

     
 

150,000

   

CBRE SERVICES INC. 5.00% 03/15/23

   

156,279

       
             

156,279

     

0.93

   

UTILITIES

    0.60    

ELECTRIC UTILITIES

     
 

100,000

   

PPL ENERGY SUPPLY LLC 6.50% 05/01/18

   

101,000

       
             

101,000

     

0.60

   

TOTAL CORPORATE BOND (Cost: $7,853,536)

   

7,922,200

     

47.30

   

PREFERRED STOCK

     

FINANCIALS

    4.34    

BANKS

     
 

100,000

   

JPMORGAN CHASE & CO. 5.30% PFD FIX-FLOAT***

   

104,125

       
 

100,000

   

JPMORGAN CHASE & CO. 5.00% PFD FIX-FLOAT***

   

102,250

       
 

150,000

   

WELLS FARGO & CO. 7.98% PFD FIX-FLOAT***

   

155,812

       
             

362,187

     

2.16

   

CAPITAL MARKETS

     
 

150,000

   

BANK OF NY MELLON 4.95% PFD FIX-FLOAT***

   

156,450

       
             

156,450

     

0.94

   

See Accompanying Notes to Financial Statements which are an integral part of these financial statements.
31



Pacific Advisors Income & Equity Fund

Schedule of Investments (Unaudited)

as of June 30, 2017

Quantity or
Principal**
 

Description

 

Current $ Value**

  % of Total
Net Assets
 

PREFERRED STOCK continued

 

INSURANCE

 
 

200,000

   

METLIFE INC. 5.25% PFD FIX-FLOAT***

   

207,644

       
         

207,644

     

1.24

   

TOTAL PREFERRED STOCK (Cost: $700,321)

   

726,281

     

4.34

   

TOTAL INVESTMENT IN SECURITIES (Cost: $14,577,134)

   

16,656,974

     

99.45

   

OTHER ASSETS LESS LIABILITIES

   

92,526

     

0.55

   

TOTAL NET ASSETS

   

16,749,500

     

100.00

   

* Non-income producing

** The principal amount and value are stated in U.S. dollars unless otherwise indicated.

*** These securities' coupon rates and/or dividends are fixed for a certain period and then convert to floating rates.

See Accompanying Notes to Financial Statements which are an integral part of these financial statements.
32



Pacific Advisors Balanced Fund

Schedule of Investments (Unaudited)

as of June 30, 2017

Quantity or
Principal**
 

Description

 

Current $ Value**

  % of Total
Net Assets
 

COMMON STOCK

     

CONSUMER DISCRETIONARY

    13.21    

MEDIA

     
 

1,235

   

WALT DISNEY CO.

   

131,219

       
             

131,219

     

2.31

   

SPECIALTY RETAIL

     
 

10,000

   

CONN'S INC.*

   

191,000

       
 

600

   

O'REILLY AUTOMOTIVE INC.*

   

131,244

       
 

2,500

   

TRACTOR SUPPLY COMPANY

   

135,525

       
             

457,769

     

8.05

   

TEXTILES, APPAREL & LUXURY GOODS

     
 

2,750

   

NIKE INC.

   

162,250

       
             

162,250

     

2.85

   

CONSUMER STAPLES

    3.87    

FOOD & STAPLES RETAILING

     
 

7,500

   

CHEFS' WAREHOUSE INC.*

   

97,500

       
 

1,400

   

PRICESMART, INC.

   

122,640

       
             

220,140

     

3.87

   

ENERGY

    4.81    

ENERGY EQUIPMENT & SERVICES

     
 

900

   

CORE LABORATORIES N.V.

   

91,143

       
 

15,000

   

HORNBECK OFFSHORE SERVICES INC.*

   

42,450

       
 

15,000

   

NOBLE CORPORATION

   

54,300

       
 

1,300

   

SCHLUMBERGER LTD

   

85,592

       
             

273,485

     

4.81

   

FINANCIALS

    12.30    

BANKS

     
 

1,750

   

EAST WEST BANCORP INC.

   

102,515

       
 

1,000

   

SIGNATURE BANK*

   

143,530

       
             

246,045

     

4.33

   

CAPITAL MARKETS

     
 

850

   

FACTSET RESEARCH SYSTEMS INC.

   

141,253

       
 

500

   

MARKETAXESS HOLDINGS INC.

   

100,550

       
 

1,500

   

MORNINGSTAR, INC.

   

117,510

       
 

1,750

   

SEI INVESTMENTS COMPANY

   

94,115

       
             

453,428

     

7.97

   

See Accompanying Notes to Financial Statements which are an integral part of these financial statements.
33



Pacific Advisors Balanced Fund

Schedule of Investments (Unaudited)

as of June 30, 2017

Quantity or
Principal**
 

Description

 

Current $ Value**

  % of Total
Net Assets
 

COMMON STOCK continued

     

HEALTH CARE

    7.18    

HEALTH CARE TECHNOLOGY

     
 

2,000

   

CERNER CORPORATION*

   

132,940

       
             

132,940

     

2.34

   

HEALTH CARE PROVIDERS & SERVICES

     
 

500

   

HENRY SCHEIN INC.*

   

91,510

       
             

91,510

     

1.61

   

HEALTH CARE EQUIPMENT & SUPPLIES

     
 

500

   

IDEXX LABORATORIES, INC.*

   

80,710

       
             

80,710

     

1.42

   

PHARMACEUTICALS

     
 

1,650

   

ZOETIS, INC.

   

102,927

       
             

102,927

     

1.81

   

INDUSTRIALS

    14.46    

AIRLINES

     
 

2,500

   

SPIRIT AIRLINES INC.*

   

129,125

       
             

129,125

     

2.27

   

COMMERCIAL SERVICES & SUPPLIES

     
 

3,500

   

HEALTHCARE SERVICES GROUP, INC.

   

163,905

       
 

5,500

   

TEAM INC.*

   

128,975

       
             

292,880

     

5.15

   

MACHINERY

     
 

1,500

   

WABTEC CORP.

   

137,250

       
             

137,250

     

2.41

   

PROFESSIONAL SERVICES

     
 

700

   

EQUIFAX INC.

   

96,194

       
             

96,194

     

1.69

   

TRADING COMPANIES & DISTRIBUTORS

     
 

5,000

   

TRITON INTERNATIONAL LIMITED

   

167,200

       
             

167,200

     

2.94

   

INFORMATION TECHNOLOGY

    13.12    

INTERNET SOFTWARE & SERVICES

     
 

175

   

ALPHABET INC.*

   

162,694

       
 

1,150

   

FACEBOOK, INC.*

   

173,627

       
 

2,000

   

SHUTTERSTOCK, INC.*

   

88,160

       
             

424,481

     

7.46

   

See Accompanying Notes to Financial Statements which are an integral part of these financial statements.
34



Pacific Advisors Balanced Fund

Schedule of Investments (Unaudited)

as of June 30, 2017

Quantity or
Principal**
 

Description

 

Current $ Value**

  % of Total
Net Assets
 

COMMON STOCK continued

     

IT SERVICES

     
 

1,315

   

ACCENTURE PLC

   

162,639

       
 

1,700

   

VISA INC.

   

159,426

       
             

322,065

     

5.66

   

TELECOMMUNICATION SERVICES

    1.57    

DIVERSIFIED TELECOM. SERVICES

     
 

2,000

   

VERIZON COMMUNICATIONS INC.

   

89,320

       
             

89,320

     

1.57

   

TOTAL COMMON STOCK (Cost: $3,670,467)

   

4,010,938

     

70.52

   

CORPORATE BOND

     

CONSUMER DISCRETIONARY

    1.88    

DIVERSIFIED CONSUMER SERVICES

     
 

100,000

   

WASHINGTON POST CO. 7.25% 02/01/19

   

106,875

       
             

106,875

     

1.88

   

ENERGY

    11.03    

ENERGY EQUIPMENT & SERVICES

     
 

105,000

   

NOBLE HOLDING INTL LTD 5.75% 03/16/18 FLOAT

   

105,636

       
 

100,000

   

PRIDE INTERNATIONAL INC. 8.50% 06/15/19

   

106,000

       
 

100,000

   

ROWAN COMPANY INC. 7.875% 08/01/19

   

104,500

       
 

100,000

   

SEACOR HOLDING 7.375% 10/01/19

   

101,000

       
 

100,000

   

SESI LLC 6.375% 05/01/19

   

98,750

       
             

515,886

     

9.07

   

OIL, GAS & CONSUMABLE FUELS

     
 

100,000

   

ENERGY TRANSFER PARTNERS 9.00% 04/15/19

   

111,207

       
             

111,207

     

1.96

   

FINANCIALS

    5.32    

BANKS

     
 

100,000

   

BANK OF AMERICA 2.922% 07/28/17 FLOAT

   

100,043

       
             

100,043

     

1.76

   

DIVERSIFIED FINANCIAL SERVICES

     
 

100,000

   

ICAHN ENTERPRISES 6.00% 08/01/20

   

102,938

       
 

100,000

   

JEFFERIES GROUP LLC 3.00% STEP-UP 07/27/22

   

99,564

       
             

202,502

     

3.56

   

See Accompanying Notes to Financial Statements which are an integral part of these financial statements.
35



Pacific Advisors Balanced Fund

Schedule of Investments (Unaudited)

as of June 30, 2017

Quantity or
Principal**
 

Description

 

Current $ Value**

  % of Total
Net Assets
 

CORPORATE BOND continued

     

HEALTH CARE

    1.76    

HEALTH CARE PROVIDERS & SERVICES

     
 

100,000

   

FRESENIUS MED CARE US 6.875% 07/15/17

   

100,160

       
             

100,160

     

1.76

   

INFORMATION TECHNOLOGY

    3.42    

INTERNET SOFTWARE & SERVICES

     
 

82,000

   

IAC/INTERACTIVECORP 4.875% 11/30/18

   

82,738

       
             

82,738

     

1.45

   

SEMICONDUCTORS & EQUIPMENT

     
 

100,000

   

MICRON TECHNOLOGY INC. 7.50% 09/15/23

   

111,800

       
             

111,800

     

1.97

   

MATERIALS

    1.86    

METALS & MINING

     
 

100,000

   

COMMERCIAL METALS CO. 7.35% 08/15/18

   

105,875

       
             

105,875

     

1.86

   

REAL ESTATE

    1.99    

SPECIALIZED REITS

     
 

100,000

   

EPR PROPERTIES 7.75% 07/15/20

   

113,388

       
             

113,388

     

1.99

   

TOTAL CORPORATE BOND (Cost: $1,546,486)

   

1,550,474

     

27.26

   

PREFERRED STOCK

     

FINANCIALS

    1.82    

CAPITAL MARKETS

     
 

100,000

   

MORGAN STANLEY 5.45% PFD FIX -FLOAT***

   

103,550

       
             

103,550

     

1.82

   

TOTAL PREFERRED STOCK (Cost: $99,875.00)

   

103,550

     

1.82

   

TOTAL INVESTMENT IN SECURITIES (Cost: $5,316,828)

   

5,664,962

     

99.60

   

OTHER ASSETS LESS LIABILITIES

   

22,878

     

0.40

   

TOTAL NET ASSETS

   

5,687,840

     

100.00

   

* Non-income producing

** The principal amount and value are stated in U.S. dollars unless otherwise indicated.

*** These securities' coupon rates and/or dividends are fixed for a certain period and then convert to floating rates.

See Accompanying Notes to Financial Statements which are an integral part of these financial statements.
36



Pacific Advisors Large Cap Value Fund

Schedule of Investments (Unaudited)

as of June 30, 2017

Quantity or
Principal**
 

Description

 

Current $ Value**

  % of Total
Net Assets
 

COMMON STOCK

     

CONSUMER DISCRETIONARY

    19.38    

HOTELS, RESTAURANTS & LEISURE

     
 

2,000

   

MCDONALD'S CORP.

   

306,320

       
             

306,320

     

3.81

   

MEDIA

     
 

3,175

   

TIME WARNER INC.

   

318,802

       
 

3,100

   

WALT DISNEY CO.

   

329,375

       
             

648,177

     

8.06

   

SPECIALTY RETAIL

     
 

3,750

   

LOWE'S COMPANIES INC.

   

290,738

       
 

2,040

   

THE HOME DEPOT, INC.

   

312,936

       
             

603,674

     

7.51

   

CONSUMER STAPLES

    17.53    

BEVERAGES

     
 

5,120

   

COCA-COLA CO.

   

229,632

       
 

975

   

PEPSICO, INC.

   

112,603

       
             

342,235

     

4.26

   

FOOD & STAPLES RETAILING

     
 

5,000

   

SYSCO CORP.

   

251,650

       
 

2,950

   

WAL-MART STORES INC.

   

223,256

       
             

474,906

     

5.91

   

FOOD PRODUCTS

     
 

2,700

   

MONDELEZ INT'L INC.

   

116,613

       
 

3,000

   

THE KRAFT HEINZ COMPANY

   

256,920

       
             

373,533

     

4.65

   

HOUSEHOLD PRODUCTS

     
 

2,500

   

PROCTER & GAMBLE CO.

   

217,875

       
             

217,875

     

2.71

   

ENERGY

    1.51    

OIL, GAS & CONSUMABLE FUELS

     
 

1,500

   

EXXON MOBIL CORP.

   

121,095

       
             

121,095

     

1.51

   

FINANCIALS

    17.24    

BANKS

     
 

7,000

   

BANK OF AMERICA CORP.

   

169,820

       
 

2,850

   

CITIGROUP INC.

   

190,608

       
 

3,070

   

WELLS FARGO & CO.

   

170,109

       
             

530,537

     

6.60

   

See Accompanying Notes to Financial Statements which are an integral part of these financial statements.
37



Pacific Advisors Large Cap Value Fund

Schedule of Investments (Unaudited)

as of June 30, 2017

Quantity or
Principal**
 

Description

 

Current $ Value**

  % of Total
Net Assets
 

COMMON STOCK continued

     

DIVERSIFIED FINANCIAL SERVICES

     
 

1,952

   

BERKSHIRE HATHAWAY INC. B*

   

330,610

       
             

330,610

     

4.11

   

INSURANCE

     
 

4,000

   

AMERICAN INT'L GROUP INC.

   

250,080

       
 

5,000

   

METLIFE INC.

   

274,700

       
             

524,780

     

6.53

   

HEALTH CARE

    4.14    

PHARMACEUTICALS

     
 

2,515

   

JOHNSON & JOHNSON

   

332,709

       
             

332,709

     

4.14

   

INDUSTRIALS

    18.16    

AIR FREIGHT & LOGISTICS

     
 

1,000

   

FEDEX CORP.

   

217,330

       
 

1,200

   

UNITED PARCEL SERVICE, INC. B

   

132,708

       
             

350,038

     

4.36

   

INDUSTRIAL CONGLOMERATES

     
 

9,605

   

GENERAL ELECTRIC CO.

   

259,431

       
 

2,000

   

HONEYWELL INTERNATIONAL INC.

   

266,580

       
             

526,011

     

6.54

   

MACHINERY

     
 

2,000

   

DEERE & CO.

   

247,180

       
 

2,350

   

ILLINOIS TOOL WORKS INC.

   

336,638

       
             

583,818

     

7.26

   

INFORMATION TECHNOLOGY

    21.92    

INTERNET SOFTWARE & SERVICES

     
 

300

   

ALPHABET INC. CLASS C*

   

272,619

       
             

272,619

     

3.39

   

IT SERVICES

     
 

500

   

INT'L BUSINESS MACHINES CORP.

   

76,915

       
 

2,200

   

MASTERCARD INC.

   

267,190

       
             

344,105

     

4.28

   

SEMICONDUCTORS & EQUIPMENT

     
 

5,600

   

INTEL CORP.

   

188,944

       
             

188,944

     

2.35

   

See Accompanying Notes to Financial Statements which are an integral part of these financial statements.
38



Pacific Advisors Large Cap Value Fund

Schedule of Investments (Unaudited)

as of June 30, 2017

Quantity or
Principal**
 

Description

 

Current $ Value**

  % of Total
Net Assets
 

COMMON STOCK continued

     

SOFTWARE

     
 

4,887

   

MICROSOFT CORP.

   

336,861

       
 

5,710

   

ORACLE CORPORATION

   

286,300

       
             

623,161

     

7.75

   

TECHNOLOGY HARDWARE STORAGE & PERPHERALS

     
 

2,313

   

APPLE INC.

   

333,118

       
             

333,118

     

4.15

   

MATERIALS

    0.03    

CHEMICALS

     
 

80

   

ADVANSIX INC.*

   

2,499

       
             

2,499

     

0.03

   

TOTAL COMMON STOCK (Cost: $4,321,893)

   

8,030,763

     

99.91

   

TOTAL INVESTMENT IN SECURITIES (Cost: $4,321,893)

   

8,030,763

     

99.91

   

OTHER ASSETS LESS LIABILITIES

   

6,974

     

0.09

   

TOTAL NET ASSETS

   

8,037,737

     

100.00

   

* Non-income producing

** The principal amount and value are stated in U.S. dollars unless otherwise indicated.

See Accompanying Notes to Financial Statements which are an integral part of these financial statements.
39



Pacific Advisors Mid Cap Value Fund

Schedule of Investments (Unaudited)

as of June 30, 2017

Quantity or
Principal**
 

Description

 

Current $ Value**

  % of Total
Net Assets
 

COMMON STOCK

     

CONSUMER DISCRETIONARY

    32.22    

AUTO COMPONENTS

     
 

1,600

   

LEAR CORP.

   

227,328

       
             

227,328

     

3.92

   

DISTRIBUTORS

     
 

1,800

   

POOL CORPORATION

   

211,626

       
             

211,626

     

3.64

   

SPECIALTY RETAIL

     
 

21,000

   

CONN'S INC.*

   

401,100

       
 

3,600

   

MONRO MUFFLER BRAKE, INC.

   

150,300

       
 

850

   

O'REILLY AUTOMOTIVE INC.*

   

185,929

       
 

5,600

   

PENSKE AUTOMOTIVE GROUP INC.

   

245,896

       
 

3,400

   

TRACTOR SUPPLY COMPANY

   

184,314

       
             

1,167,539

     

20.12

   

TEXTILES, APPAREL & LUXURY GOODS

     
 

2,300

   

PVH CORP.

   

263,350

       
             

263,350

     

4.54

   

CONSUMER STAPLES

    2.51    

BEVERAGES

     
 

1,600

   

DR PEPPER SNAPPLE GROUP INC.

   

145,776

       
             

145,776

     

2.51

   

ENERGY

    8.72    

ENERGY EQUIPMENT & SERVICES

     
 

1,000

   

CORE LABORATORIES N.V.

   

101,270

       
 

31,000

   

HELIX ENERGY SOLUTIONS GROUP INC.*

   

174,840

       
 

41,000

   

NOBLE CORPORATION

   

148,420

       
 

3,000

   

TECHNIPFMC PLC*

   

81,600

       
             

506,130

     

8.72

   

FINANCIALS

    7.91    

BANKS

     
 

4,500

   

CIT GROUP INC.

   

219,150

       
 

4,100

   

EAST WEST BANCORP INC.

   

240,178

       
             

459,328

     

7.91

   

HEALTH CARE

    3.21    

HEALTH CARE TECHNOLOGY

     
 

2,800

   

CERNER CORPORATION*

   

186,116

       
             

186,116

     

3.21

   

See Accompanying Notes to Financial Statements which are an integral part of these financial statements.
40



Pacific Advisors Mid Cap Value Fund

Schedule of Investments (Unaudited)

as of June 30, 2017

Quantity or
Principal**
 

Description

 

Current $ Value**

  % of Total
Net Assets
 

COMMON STOCK continued

     

INDUSTRIALS

    39.71    

AIRLINES

     
 

4,700

   

SPIRIT AIRLINES INC.*

   

242,755

       
             

242,755

     

4.18

   

CONSTRUCTION & ENGINEERING

     
 

7,500

   

CHICAGO BRIDGE & IRON CO. N.V.

   

147,975

       
             

147,975

     

2.55

   

MACHINERY

     
 

1,900

   

GRACO INC.

   

207,632

       
 

9,500

   

NAVISTAR INT'L CORP.*

   

249,185

       
 

3,100

   

WABTEC CORP.

   

283,650

       
             

740,467

     

12.76

   

MARINE

     
 

3,800

   

KIRBY CORP.*

   

254,030

       
             

254,030

     

4.38

   

ROAD & RAIL

     
 

3,800

   

GENESEE & WYOMING INC.*

   

259,882

       
 

2,300

   

KANSAS CITY SOUTHERN

   

240,695

       
 

1,800

   

LANDSTAR SYSTEM INC.

   

154,080

       
 

10,000

   

SWIFT TRANSPORTATION CO.*

   

265,000

       
             

919,657

     

15.84

   

INFORMATION TECHNOLOGY

    3.62    

SOFTWARE

     
 

3,800

   

ASPEN TECHNOLOGY, INC.*

   

209,988

       
             

209,988

     

3.62

   

MATERIALS

    2.03    

CHEMICALS

     
 

2,300

   

H.B. FULLER CO.

   

117,553

       
             

117,553

     

2.03

   

TOTAL COMMON STOCK (Cost: $4,568,816)

   

5,799,618

     

99.93

   

TOTAL INVESTMENT IN SECURITIES (Cost: $4,568,816)

   

5,799,618

     

99.93

   

OTHER ASSETS LESS LIABILITIES

   

4,033

     

0.07

   

TOTAL NET ASSETS

   

5,803,651

     

100.00

   

* Non-income producing

** The principal amount and value are stated in U.S. dollars unless otherwise indicated.

See Accompanying Notes to Financial Statements which are an integral part of these financial statements.
41



Pacific Advisors Small Cap Value Fund

Schedule of Investments (Unaudited)

as of June 30, 2017

Quantity or
Principal**
 

Description

 

Current $ Value**

  % of Total
Net Assets
 

COMMON STOCK

     

CONSUMER DISCRETIONARY

    21.59    

AUTO COMPONENTS

     
 

30,000

   

GENTHERM INC.*

   

1,164,000

       
             

1,164,000

     

4.64

   

SPECIALTY RETAIL

     
 

140,000

   

CONN'S INC.*

   

2,674,000

       
 

30,000

   

HIBBETT SPORTS INC.*

   

622,500

       
 

49,000

   

SONIC AUTOMOTIVE INC.

   

953,050

       
             

4,249,550

     

16.95

   

CONSUMER STAPLES

    6.86    

FOOD & STAPLES RETAILING

     
 

65,812

   

CHEFS' WAREHOUSE INC.*

   

855,556

       
             

855,556

     

3.41

   

FOOD PRODUCTS

     
 

55,000

   

DARLING INGREDIENTS INC.*

   

865,700

       
             

865,700

     

3.45

   

ENERGY

    17.22    

ENERGY EQUIPMENT & SERVICES

     
 

135,000

   

HELIX ENERGY SOLUTIONS GROUP INC.*

   

761,400

       
 

95,000

   

HORNBECK OFFSHORE SERVICES INC.*

   

268,850

       
 

61,000

   

MATRIX SERVICE CO.*

   

570,350

       
 

43,000

   

NATURAL GAS SERVICES GROUP, INC.*

   

1,068,550

       
 

274,172

   

NORTH AMERICAN ENERGY PARTNERS INC.

   

1,206,357

       
 

325,000

   

PARKER DRILLING CO.*

   

438,750

       
             

4,314,257

     

17.20

   

OIL, GAS & CONSUMABLE FUELS

     
 

100,000

   

INFINITY ENERGY RESOURCES INC.*

   

5,000

       
             

5,000

     

0.02

   

FINANCIALS

    8.12    

BANKS

     
 

17,000

   

EAST WEST BANCORP INC.

   

995,860

       
             

995,860

     

3.97

   

CONSUMER FINANCE

     
 

44,000

   

REGIONAL MANAGEMENT CORP.*

   

1,039,720

       
             

1,039,720

     

4.15

   

See Accompanying Notes to Financial Statements which are an integral part of these financial statements.
42



Pacific Advisors Small Cap Value Fund

Schedule of Investments (Unaudited)

as of June 30, 2017

Quantity or
Principal**
 

Description

 

Current $ Value**

  % of Total
Net Assets
 

COMMON STOCK continued

     

INDUSTRIALS

    46.79    

BUILDING PRODUCTS

     
 

26,195

   

INSTEEL INDUSTRIES, INC.

   

863,649

       
             

863,649

     

3.45

   

COMMERCIAL SERVICES & SUPPLIES

     
 

31,000

   

MOBILE MINI INC.

   

925,350

       
 

39,000

   

TEAM INC.*

   

914,550

       
             

1,839,900

     

7.34

   

CONSTRUCTION & ENGINEERING

     
 

131,000

   

ORION GROUP HOLDINGS, INC.*

   

978,570

       
             

978,570

     

3.90

   

MACHINERY

     
 

42,000

   

NAVISTAR INT'L CORP.*

   

1,101,660

       
             

1,101,660

     

4.39

   

MARINE

     
 

17,000

   

KIRBY CORP.*

   

1,136,450

       
             

1,136,450

     

4.53

   

ROAD & RAIL

     
 

16,000

   

GENESEE & WYOMING INC.*

   

1,094,240

       
 

22,000

   

SAIA INC.*

   

1,128,600

       
             

2,222,840

     

8.86

   

TRADING COMPANIES & DISTRIBUTORS

     
 

33,000

   

DXP ENTERPRISES INC.*

   

1,138,500

       
 

30,000

   

RUSH ENTERPRISES INC.*

   

1,115,400

       
 

40,000

   

TRITON INTERNATIONAL LIMITED

   

1,337,600

       
             

3,591,500

     

14.32

   

TOTAL COMMON STOCK (Cost: $22,256,668)

   

25,224,212

     

100.58

   

TOTAL INVESTMENT IN SECURITIES (Cost: $22,256,668)

   

25,224,212

     

100.58

   

OTHER ASSETS LESS LIABILITIES

   

(145,687

)

   

(0.58

)

 

TOTAL NET ASSETS

   

25,078,525

     

100.00

   

* Non-income producing

** The principal amount and value are stated in U.S. dollars unless otherwise indicated.

See Accompanying Notes to Financial Statements which are an integral part of these financial statements.
43




Pacific Advisors Fund Inc.

Statement of Assets and Liabilities (Unaudited)

June 30, 2017

    Income
and
Equity
Fund
  Balanced
Fund
  Large
Cap
Value
Fund
 

Assets

 

Investment securities

 

At cost

 

$

14,577,134

   

$

5,316,828

   

$

4,321,893

   

At fair value

 

$

16,656,974

   

$

5,664,962

   

$

8,030,763

   

Accrued income receivable

   

103,662

     

33,445

     

7,940

   

Receivable for investments sold

   

150,738

     

-

     

59,831

   

Total assets

   

16,911,374

     

5,698,407

     

8,098,534

   

Liabilities

 

Bank borrowings (Note 7)

   

134,409

     

1,917

     

45,619

   

Payable for fund shares redeemed

   

-

     

-

     

-

   

Accounts payable

   

23,865

     

5,050

     

11,578

   

Accounts payable to related parties (Note 3)

   

3,600

     

3,600

     

3,600

   

Total liabilities

   

161,874

     

10,567

     

60,797

   

Net Assets

 

$

16,749,500

   

$

5,687,840

   

$

8,037,737

   

Summary of Shareholders' Equity

 

Paid in capital

   

14,796,563

     

5,160,403

     

4,256,788

   

Accumulated undistributed net investment income

   

2,951

     

-

     

-

   

Accumulated undistributed net realized gain (loss) on security transactions

   

(129,854

)

   

179,303

     

72,079

   

Net unrealized appreciation of investments

   

2,079,840

     

348,134

     

3,708,870

   

Net assets at June 30, 2017

 

$

16,749,500

   

$

5,687,840

   

$

8,037,737

   

Class A:

 

Net assets

 

$

14,480,594

   

$

4,189,007

   

$

7,403,012

   

Shares authorized ($0.01 par value)

   

50,000,000

     

50,000,000

     

50,000,000

   

Shares outstanding

   

1,167,667

     

360,488

     

458,288

   

Net asset value (and redemption price) per share

 

$

12.40

   

$

11.62

   

$

16.15

   

Maximum offering price per share

 

$

13.02

   

$

12.33

   

$

17.14

   

Sales load

   

4.75

%

   

5.75

%

   

5.75

%

 

Class C:

 

Net assets

 

$

2,268,906

   

$

1,498,833

   

$

634,725

   

Shares authorized ($0.01 par value)

   

50,000,000

     

50,000,000

     

50,000,000

   

Shares outstanding

   

191,832

     

146,768

     

45,888

   

Net asset value (and offering and redemption price) per share

 

$

11.83

   

$

10.21

   

$

13.83

   

Class I:

 

Net assets

   

N/A

     

N/A

     

N/A

   

Shares authorized ($0.01 par value)

             

Shares outstanding

             

Net asset value (and offering and redemption price) per share

   

N/A

     

N/A

     

N/A

   

*  Net assets divided by shares outstanding does not equal net asset value per share due to rounding.

See Accompanying Notes to Financial Statements which are an integral part of these financial statements.
44



    Mid
Cap
Value
Fund
  Small
Cap
Value
Fund
 

Assets

 

Investment securities

 

At cost

 

$

4,568,816

   

$

22,256,668

   

At fair value

 

$

5,799,618

   

$

25,224,212

   

Accrued income receivable

   

1,687

     

6,254

   

Receivable for investments sold

   

50,992

     

322,809

   

Total assets

   

5,852,297

     

25,553,275

   

Liabilities

 

Bank borrowings (Note 7)

   

43,160

     

406,602

   

Payable for fund shares redeemed

   

-

     

17,923

   

Accounts payable

   

1,886

     

38,652

   

Accounts payable to related parties (Note 3)

   

3,600

     

11,574

   

Total liabilities

   

48,646

     

474,751

   

Net Assets

 

$

5,803,651

   

$

25,078,524

   

Summary of Shareholders' Equity

 

Paid in capital

   

5,314,920

     

19,109,066

   

Accumulated undistributed net investment income

   

-

     

-

   

Accumulated undistributed net realized gain (loss) on security transactions

   

(742,071

)

   

3,001,915

   

Net unrealized appreciation of investments

   

1,230,802

     

2,967,544

   

Net assets at June 30, 2017

 

$

5,803,651

   

$

25,078,525

   

Class A:

 

Net assets

 

$

5,450,077

   

$

22,109,159

   

Shares authorized ($0.01 par value)

   

50,000,000

     

50,000,000

   

Shares outstanding

   

478,292

     

857,073

   

Net asset value (and redemption price) per share

 

$

11.39

   

$

25.80

   

Maximum offering price per share

 

$

12.08

   

$

27.37

   

Sales load

   

5.75

%

   

5.75

%

 

Class C:

 

Net assets

 

$

353,574

   

$

2,961,995

   

Shares authorized ($0.01 par value)

   

50,000,000

     

50,000,000

   

Shares outstanding

   

35,200

     

158,598

   

Net asset value (and offering and redemption price) per share

 

$

10.04

   

$

18.68

   

Class I:

 

Net assets

   

N/A

   

$

7,371

   

Shares authorized ($0.01 par value)

       

50,000,000

   

Shares outstanding

       

222

   

Net asset value (and offering and redemption price) per share

   

N/A

   

$

33.24

*

 


45



Pacific Advisors Fund Inc.

Statement of Operations (Unaudited)

For the six months ended June 30, 2017

    Income
and
Equity
Fund
  Balanced
Fund
  Large
Cap
Value
Fund
 

Investment Income

 

Dividends

 

$

148,686

   

$

17,556

   

$

75,277

   

Interest

   

140,751

     

32,088

     

1

   

Total investment income

   

289,437

     

49,644

     

75,278

   

Expenses

 

Investment management fees (Note 3)

   

64,815

     

21,723

     

29,631

   

Transfer agent fees (Note 3)

   

66,539

     

36,661

     

53,207

   

Fund accounting fees (Note 3)

   

66,544

     

22,302

     

30,422

   

Legal fees

   

20,741

     

6,951

     

9,482

   

Audit fees

   

14,161

     

5,998

     

7,477

   

Registration fees

   

17,284

     

13,903

     

12,643

   

Printing

   

7,778

     

2,607

     

3,556

   

Custody fees

   

4,004

     

3,739

     

3,556

   

Interest on borrowings

   

317

     

316

     

790

   

Director fees/meetings

   

12,928

     

4,055

     

5,531

   

Distribution and service (12b-1) fees (Note 3)

   

30,707

     

13,003

     

12,753

   

Administration fees (Note 3)

   

4,321

     

1,448

     

1,975

   

Compliance fees (Note 3)

   

24,934

     

8,335

     

11,260

   

Total expenses, before fees waived

   

335,073

     

141,041

     

182,283

   

Less fees waived (Note 3)

   

64,815

     

-

     

29,631

   

Net expenses

   

270,258

     

141,041

     

152,652

   

Net Investment Income (Loss)

   

19,179

     

(91,397

)

   

(77,374

)

 

Net Realized and Unrealized Gain (Loss) on Investments

 

Net realized gain (loss) on investments

   

155,486

     

148,079

     

60,605

   

Change in net unrealized appreciation (depreciation) on investments

   

(165,860

)

   

81,272

     

526,018

   

Net realized and unrealized gain (loss) on investments

   

(10,374

)

   

229,351

     

586,623

   

Net Increase (Decrease) in Net Assets Resulting from Operations

 

$

8,805

   

$

137,954

   

$

509,249

   

See Accompanying Notes to Financial Statements which are an integral part of these financial statements.
46



    Mid
Cap
Value
Fund
  Small
Cap
Value
Fund
 

Investment Income

 

Dividends

 

$

23,587

   

$

39,521

   

Interest

   

-

     

1

   

Total investment income

   

23,587

     

39,522

   

Expenses

 

Investment management fees (Note 3)

   

29,506

     

103,160

   

Transfer agent fees (Note 3)

   

36,943

     

141,358

   

Fund accounting fees (Note 3)

   

22,720

     

105,910

   

Legal fees

   

7,082

     

33,011

   

Audit fees

   

6,104

     

21,526

   

Registration fees

   

12,983

     

30,260

   

Printing

   

2,655

     

12,379

   

Custody fees

   

3,620

     

7,146

   

Interest on borrowings

   

511

     

5,233

   

Director fees/meetings

   

4,131

     

19,257

   

Distribution and service (12b-1) fees (Note 3)

   

8,710

     

46,339

   

Administration fees (Note 3)

   

1,475

     

6,877

   

Compliance fees (Note 3)

   

8,587

     

40,308

   

Total expenses, before fees waived

   

145,027

     

572,764

   

Less fees waived (Note 3)

   

-

     

-

   

Net expenses

   

145,027

     

572,764

   

Net Investment Income (Loss)

   

(121,440

)

   

(533,242

)

 

Net Realized and Unrealized Gain (Loss) on Investments

 

Net realized gain (loss) on investments

   

(101,904

)

   

2,148,494

   

Change in net unrealized appreciation (depreciation) on investments

   

22,400

     

(3,289,344

)

 

Net realized and unrealized gain (loss) on investments

   

(79,504

)

   

(1,140,850

)

 

Net Increase (Decrease) in Net Assets Resulting from Operations

 

$

(200,944

)

 

$

(1,674,092

)

 


47



Pacific Advisors Fund Inc.

Statements of Changes in Net Assets (Unaudited)

   

Income and Equity Fund

 

Balanced Fund

 
    Six months ended
June 30, 2017
  Year ended
December 31, 2016
  Six months ended
June 30, 2017
  Year ended
December 31, 2016
 
Increase (Decrease) in Net Assets
From Operations
 

Net investment income (loss)

 

$

19,179

   

$

21,268

   

$

(91,397

)

 

$

(173,862

)

 

Net realized gain (loss) on investments

   

155,486

     

126,786

     

148,079

     

207,753

   

Change in net unrealized appreciation (depreciation) on investments

   

(165,860

)

   

883,905

     

81,272

     

(67,001

)

 

Increase (decrease) in net assets resulting from operations

   

8,805

     

1,031,959

     

137,954

     

(33,110

)

 

From Distributions to Shareholders

 

Class A:

 

Net investment income

   

(16,228

)

   

(23,421

)

   

-

     

-

   

Net capital gains

   

-

     

-

     

-

     

(155,274

)

 

Return of Capital

   

-

     

(11,626

)

   

-

     

-

   

Class C:

 

Net capital gains

   

-

     

-

     

-

     

(69,979

)

 

Class I:

                 

Net capital gains

   

N/A

     

N/A

     

N/A

     

N/A

   

Decrease in net assets resulting from distributions

   

(16,228

)

   

(35,047

)

   

-

     

(225,253

)

 

From Capital Share Transactions (Note 6)

 

Proceeds from shares sold

   

1,023,026

     

4,599,494

     

139,046

     

849,404

   

Proceeds from shares purchased by reinvestment of dividends

   

14,381

     

31,280

     

-

     

208,156

   

Cost of shares repurchased

   

(1,531,200

)

   

(2,684,739

)

   

(589,536

)

   

(1,523,942

)

 

Decreases in net assets resulting from capital share transactions

   

(493,793

)

   

1,946,035

     

(450,490

)

   

(466,382

)

 

Increase (decrease) in net assets

   

(501,216

)

   

2,942,947

     

(312,536

)

   

(724,745

)

 

Net Assets

 

Beginning of year

   

17,250,716

     

14,307,769

     

6,000,376

     

6,725,121

   

End of year

 

$

16,749,500

   

$

17,250,716

   

$

5,687,840

   

$

6,000,376

   

Including undistributed net investment income

 

$

2,951

   

$

-

   

$

-

   

$

-

   

See Accompanying Notes to Financial Statements which are an integral part of these financial statements.
48



   

Large Cap Value Fund

 
    Six months ended
June 30, 2017
  Year ended
December 31, 2016
 
Increase (Decrease) in Net Assets
From Operations
 

Net investment income (loss)

 

$

(77,374

)

 

$

(126,115

)

 

Net realized gain (loss) on investments

   

60,605

     

99,141

   

Change in net unrealized appreciation (depreciation) on investments

   

526,018

     

650,331

   

Increase (decrease) in net assets resulting from operations

   

509,249

     

623,357

   

From Distributions to Shareholders

 

Class A:

 

Net investment income

   

-

     

-

   

Net capital gains

   

-

     

(20,212

)

 

Return of Capital

   

-

     

-

   

Class C:

 

Net capital gains

   

-

     

(2,847

)

 

Class I:

         

Net capital gains

   

N/A

     

N/A

   

Decrease in net assets resulting from distributions

   

-

     

(23,059

)

 

From Capital Share Transactions (Note 6)

 

Proceeds from shares sold

   

289,117

     

737,466

   

Proceeds from shares purchased by reinvestment of dividends

   

-

     

20,835

   

Cost of shares repurchased

   

(550,353

)

   

(1,316,655

)

 

Decreases in net assets resulting from capital share transactions

   

(261,236

)

   

(558,354

)

 

Increase (decrease) in net assets

   

248,013

     

41,944

   

Net Assets

 

Beginning of year

   

7,789,724

     

7,747,780

   

End of year

 

$

8,037,737

   

$

7,789,724

   

Including undistributed net investment income

 

$

-

   

$

-

   


49



Pacific Advisors Fund Inc.

Statements of Changes in Net Assets (Unaudited)

   

Mid Cap Value Fund

 
    Six months ended
June 30, 2017
  Year ended
December 31, 2016
 
Increase (Decrease) in Net Assets
From Operations
 

Net investment income (loss)

 

$

(121,440

)

 

$

(219,294

)

 

Net realized gain (loss) on investments

   

(101,904

)

   

125,190

   

Change in net unrealized appreciation (depreciation) on investments

   

22,400

     

885,408

   

Increase (decrease) in net assets resulting from operations

   

(200,944

)

   

791,304

   

From Distributions to Shareholders

 

Class A:

 

Net investment income

   

-

     

-

   

Net capital gains

   

-

     

-

   

Return of Capital

   

-

     

-

   

Class C:

 

Net capital gains

   

-

     

-

   

Class I:

     

Net capital gains

   

N/A

     

N/A

   

Decrease in net assets resulting from distributions

   

-

     

-

   

From Capital Share Transactions (Note 6)

 

Proceeds from shares sold

   

130,028

     

574,094

   

Proceeds from shares purchased by reinvestment of dividends

   

-

     

-

   

Cost of shares repurchased

   

(219,241

)

   

(808,187

)

 

Decreases in net assets resulting from capital share transactions

   

(89,213

)

   

(234,093

)

 

Increase (decrease) in net assets

   

(290,157

)

   

557,211

   

Net Assets

 

Beginning of year

   

6,093,808

     

5,536,597

   

End of year

 

$

5,803,651

   

$

6,093,808

   

Including undistributed net investment income

 

$

-

   

$

-

   

See Accompanying Notes to Financial Statements which are an integral part of these financial statements.
50



   

Small Cap Value Fund

 
    Six months ended
June 30, 2017
  Year ended
December 31, 2016
 
Increase (Decrease) in Net Assets
From Operations
 

Net investment income (loss)

 

$

(533,242

)

 

$

(1,191,012

)

 

Net realized gain (loss) on investments

   

2,148,494

     

1,188,133

   

Change in net unrealized appreciation (depreciation) on investments

   

(3,289,344

)

   

6,332,333

   

Increase (decrease) in net assets resulting from operations

   

(1,674,092

)

   

6,329,454

   

From Distributions to Shareholders

 

Class A:

 

Net investment income

   

-

     

-

   

Net capital gains

   

-

     

(3,617,413

)

 

Return of Capital

   

-

     

-

   

Class C:

 

Net capital gains

   

-

     

(648,113

)

 

Class I:

     

Net capital gains

   

-

     

(840

)

 

Decrease in net assets resulting from distributions

   

-

     

(4,266,366

)

 

From Capital Share Transactions (Note 6)

 

Proceeds from shares sold

   

1,522,817

     

1,705,215

   

Proceeds from shares purchased by reinvestment of dividends

   

-

     

3,949,069

   

Cost of shares repurchased

   

(4,793,865

)

   

(16,971,079

)

 

Decreases in net assets resulting from capital share transactions

   

(3,271,048

)

   

(11,316,795

)

 

Increase (decrease) in net assets

   

(4,945,140

)

   

(9,253,707

)

 

Net Assets

 

Beginning of year

   

30,023,666

     

39,277,373

   

End of year

 

$

25,078,526

   

$

30,023,666

   

Including undistributed net investment income

 

$

-

   

$

-

   


51




Pacific Advisors Fund Inc.

Financial Highlights (Unaudited)

(For a share outstanding throughout the period)

   

Income and Equity Fund

 
   

Class A

 
    For the six months
ended
 

For the year ended December 31,

 
   

June 30, 2017

 

2016

 

2015

 

2014

 

2013

 

2012

 

Per Share Operating Performance

 

Net asset value, beginning of period

 

$

12.40

   

$

11.61

   

$

12.06

   

$

11.55

   

$

10.30

   

$

9.84

   

Income from investing operations

 

Net investment income (c)

   

0.02

     

0.03

     

0.14

     

0.22

(d)

   

0.14

(d)

   

0.15

(d)

 

Net realized and unrealized gain (loss) on securities

   

(0.01

)

   

0.78

     

(0.45

)

   

0.51

(d)

   

1.24

(d)

   

0.48

(d)

 

Total from investment operations

   

0.01

     

0.81

     

(0.31

)

   

0.73

     

1.38

     

0.63

   

Less distributions

 

From net investment income

   

(0.01

)

   

(0.02

)

   

(0.14

)

   

(0.22

)

   

(0.13

)

   

(0.17

)

 

From net capital gain

   

-

     

(0.01

)

   

-

     

-

     

-

     

-

   

Total distributions

   

(0.01

)

   

(0.03

)

   

(0.14

)

   

(0.22

)

   

(0.13

)

   

(0.17

)

 

Redemption fees (c)

   

-

(b)

   

0.01

     

-

(b)

   

-

(b,d)

   

-

(b,d)

   

-

(b,d)

 

Net asset value, end of period

 

$

12.40

   

$

12.40

   

$

11.61

   

$

12.06

   

$

11.55

   

$

10.30

   

Total Investment Return (a)

   

0.11

%(e)

   

7.08

%

   

(2.57

)%

   

6.41

%

   

13.40

%

   

6.46

%

 

Ratios/Supplemental Data

 

Net assets, end of period (000's)

 

$

14,481

   

$

14,794

   

$

11,541

   

$

11,324

   

$

9,247

   

$

4,659

   

Ratio of net investment income (loss) to average net assets

 

With expense reductions

   

0.32

%(f)

   

0.26

%

   

1.23

%

   

1.88

%

   

1.27

%

   

1.56

%

 

Without expense reductions

   

(0.42

)%(f)

   

(0.49

)%

   

0.48

%

   

1.13

%

   

0.52

%

   

0.81

%

 

Ratio of expenses to average net assets

 

With expense reductions

   

3.01

%(f)

   

2.88

%

   

2.06

%

   

1.91

%

   

2.23

%

   

2.68

%

 

Without expense reductions

   

3.75

%(f)

   

3.63

%

   

2.81

%

   

2.66

%

   

2.98

%

   

3.42

%

 

Fund portfolio turnover rate

   

22

%(f)

   

14

%

   

22

%

   

13

%

   

20

%

   

29

%

 
   

Class C

 
    For the six months
ended
 

For the year ended December 31,

 
   

June 30, 2017

 

2016

 

2015

 

2014

 

2013

 

2012

 

Per Share Operating Performance

 

Net asset value, beginning of period

 

$

11.86

   

$

11.16

   

$

11.59

   

$

11.11

   

$

9.91

   

$

9.42

   

Income from investing operations

 

Net investment income (loss) (c)

   

(0.02

)

   

(0.06

)

   

0.05

     

0.13

(d)

   

0.05

(d)

   

0.08

(d)

 

Net realized and unrealized gain (loss) on securities

   

(0.01

)

   

0.75

     

(0.42

)

   

0.48

(d)

   

1.19

(d)

   

0.46

(d)

 

Total from investment operations

   

(0.03

)

   

0.69

     

(0.37

)

   

0.61

     

1.24

     

0.54

   

Less distributions

 

From net investment income

   

-

     

-

     

(0.06

)

   

(0.13

)

   

(0.04

)

   

(0.05

)

 

Total distributions

   

-

     

-

     

(0.06

)

   

(0.13

)

   

(0.04

)

   

(0.05

)

 

Redemption fees (c)

   

-

(b)

   

0.01

     

-

(b)

   

-

(b,d)

   

-

(b,d)

   

-

(b,d)

 

Net asset value, end of period

 

$

11.83

   

$

11.86

   

$

11.16

   

$

11.59

   

$

11.11

   

$

9.91

   

Total Investment Return

   

(0.25

)%(e)

   

6.27

%

   

(3.21

)%

   

5.51

%

   

12.55

%

   

5.74

%

 

Ratios/Supplemental Data

 

Net assets, end of period (000's)

 

$

2,269

   

$

2,456

   

$

2,766

   

$

2,471

   

$

2,234

   

$

1,906

   

Ratio of net investment income (loss) to average net assets

 

With expense reductions

   

(0.42

)%(f)

   

(0.48

)%

   

0.48

%

   

1.14

%

   

0.49

%

   

0.80

%

 

Without expense reductions

   

(1.16

)%(f)

   

(1.23

)%

   

(0.27

)%

   

0.39

%

   

(0.26

)%

   

0.05

%

 

Ratio of expenses to average net assets

 

With expense reductions

   

3.75

%(f)

   

3.64

%

   

2.81

%

   

2.66

%

   

3.03

%

   

3.45

%

 

Without expense reductions

   

4.49

%(f)

   

4.39

%

   

3.56

%

   

3.41

%

   

3.78

%

   

4.20

%

 

Fund portfolio turnover rate

   

22

%(f)

   

14

%

   

22

%

   

13

%

   

20

%

   

29

%

 

(a)  The Fund's maximum sales charge is not included in the total return computation.

(b)  The amount is less than $0.005 and rounded to zero.

(c)  Based on average shares outstanding.

(d)  Net investment income, net realized and unrealized gain (loss) on securities and redemptions fees for Class A and Class C for the years ended December 31, 2012 to December 31, 2014 were restated during the year ended December 31, 2015. See Note 2(H).

(e)  Not annualized

(f)  Annualized

See Accompanying Notes to Financial Statements which are an integral part of these financial statements.
52



Pacific Advisors Fund Inc.

Financial Highlights (Unaudited)

(For a share outstanding throughout the period)

   

Balanced Fund

 
   

Class A

 
    For the six months
ended
 

For the year ended December 31,

 
   

June 30, 2017

 

2016

 

2015

 

2014

 

2013

 

2012

 

Per Share Operating Performance

 

Net asset value, beginning of period

 

$

11.34

   

$

11.75

   

$

14.40

   

$

16.59

   

$

14.13

   

$

13.47

   

Income from investing operations

 

Net investment loss (c)

   

(0.17

)

   

(0.29

)

   

(0.15

)

   

(0.14

)(d)

   

(0.15

)(d)

   

(0.04

)(d)

 

Net realized and unrealized gain (loss) on securities

   

0.45

     

0.30

     

(2.25

)

   

(1.17

)(d)

   

4.17

(d)

   

1.35

(d)

 

Total from investment operations

   

0.28

     

0.01

     

(2.40

)

   

(1.31

)

   

4.02

     

1.31

   

Less distributions

 

From net capital gain

   

-

     

(0.42

)

   

(0.25

)

   

(0.88

)

   

(1.57

)

   

(0.65

)

 

Total distributions

   

-

     

(0.42

)

   

(0.25

)

   

(0.88

)

   

(1.57

)

   

(0.65

)

 

Redemption fees (c)

   

-

(b)

   

-

(b)

   

-

(b)

   

-

(b,d)

   

0.01

(d)

   

-

(b,d)

 

Net asset value, end of period

 

$

11.62

   

$

11.34

   

$

11.75

   

$

14.40

   

$

16.59

   

$

14.13

   

Total Investment Return (a)

   

2.47

%(e)

   

0.08

%

   

(16.73

)%

   

(7.94

)%

   

28.68

%

   

9.69

%

 

Ratios/Supplemental Data

 

Net assets, end of period (000's)

 

$

4,189

   

$

4,276

   

$

4,046

   

$

5,017

   

$

5,144

   

$

3,919

   

Ratio of net investment loss to average net assets

   

(2.94

)%(f)

   

(2.56

)%

   

(1.08

)%

   

(0.90

)%

   

(0.93

)%

   

(0.27

)%

 

Ratio of expenses to average net assets

   

4.65

%(f)

   

4.50

%

   

3.27

%

   

2.84

%

   

3.07

%

   

3.30

%

 

Fund portfolio turnover rate

   

11

%(f)

   

55

%

   

28

%

   

22

%

   

23

%

   

34

%

 
   

Class C

 
    For the six months
ended
 

For the year ended December 31,

 
   

June 30, 2017

 

2016

 

2015

 

2014

 

2013

 

2012

 

Per Share Operating Performance

 

Net asset value, beginning of period

 

$

10.01

   

$

10.50

   

$

12.99

   

$

15.18

   

$

13.13

   

$

12.66

   

Income from investing operations

 

Net investment loss (c)

   

(0.19

)

   

(0.33

)

   

(0.23

)

   

(0.24

)(d)

   

(0.25

)(d)

   

(0.13

)(d)

 

Net realized and unrealized gain (loss) on securities

   

0.39

     

0.26

     

(2.01

)

   

(1.07

)(d)

   

3.87

(d)

   

1.25

(d)

 

Total from investment operations

   

0.20

     

(0.07

)

   

(2.24

)

   

(1.31

)

   

3.62

     

1.12

   

Less distributions

 

From net capital gain

   

-

     

(0.42

)

   

(0.25

)

   

(0.88

)

   

(1.57

)

   

(0.65

)

 

Total distributions

   

-

     

(0.42

)

   

(0.25

)

   

(0.88

)

   

(1.57

)

   

(0.65

)

 

Redemption fees (b)(c)

   

-

     

-

     

-

     

-

(d)

   

-

(d)

   

-

(d)

 

Net asset value, end of period

 

$

10.21

   

$

10.01

   

$

10.50

   

$

12.99

   

$

15.18

   

$

13.13

   

Total Investment Return

   

2.00

%(e)

   

(0.67

)%

   

(17.31

)%

   

(8.68

)%

   

27.75

%

   

8.81

%

 

Ratios/Supplemental Data

 

Net assets, end of period (000's)

 

$

1,499

   

$

1,724

   

$

2,679

   

$

4,203

   

$

5,471

   

$

6,647

   

Ratio of net investment loss to average net assets

   

(3.68

)%(f)

   

(3.27

)%

   

(1.85

)%

   

(1.64

)%

   

(1.70

)%

   

(0.97

)%

 

Ratio of expenses to average net assets

   

5.39

%(f)

   

5.25

%

   

4.05

%

   

3.58

%

   

3.86

%

   

4.02

%

 

Fund portfolio turnover rate

   

11

%(f)

   

55

%

   

28

%

   

22

%

   

23

%

   

34

%

 

(a)  The Fund's maximum sales charge is not included in the total return computation.

(b)  The amount is less than $0.005 and rounded to zero.

(c)  Based on average shares outstanding.

(d)  Net investment income, net realized and unrealized gain (loss) on securities and redemptions fees for Class A and Class C for the years ended December 31, 2012 to December 31, 2014 were restated during the year ended December 31, 2015. See Note 2(H).

(e)  Not annualized

(f)  Annualized

See Accompanying Notes to Financial Statements which are an integral part of these financial statements.
53



Pacific Advisors Fund Inc.

Financial Highlights (Unaudited)

(For a share outstanding throughout the period)

   

Large Cap Value Fund

 
   

Class A

 
    For the six months
ended
 

For the year ended December 31,

 
   

June 30, 2017

 

2016

 

2015

 

2014

 

2013

 

2012

 

Per Share Operating Performance

 

Net asset value, beginning of period

 

$

15.14

   

$

13.92

   

$

14.18

   

$

13.05

   

$

10.34

   

$

9.30

   

Income from investing operations

 

Net investment loss (c)

   

(0.15

)

   

(0.23

)

   

(0.09

)

   

(0.07

)(d)

   

(0.02

)(d)

   

(0.02

)(d)

 

Net realized and unrealized gain (loss) on securities

   

1.16

     

1.49

     

(0.15

)

   

1.37

(d)

   

2.99

(d)

   

1.06

(d)

 

Total from investment operations

   

1.01

     

1.26

     

(0.24

)

   

1.30

     

2.97

     

1.04

   

Less distributions

 

From net capital gain

   

-

     

(0.04

)

   

(0.02

)

   

(0.17

)

   

(0.26

)

   

-

   

Total distributions

   

-

     

(0.04

)

   

(0.02

)

   

(0.17

)

   

(0.26

)

   

-

   

Redemption fees (b)(c)

   

-

     

-

     

-

     

-

(d)

   

-

(d)

   

-

(d)

 

Net asset value, end of period

 

$

16.15

   

$

15.14

   

$

13.92

   

$

14.18

   

$

13.05

   

$

10.34

   

Total Investment Return (a)

   

6.67

%(e)

   

9.08

%

   

(1.68

)%

   

9.94

%

   

28.72

%

   

11.18

%

 

Ratios/Supplemental Data

 

Net assets, end of period (000's)

 

$

7,403

   

$

6,953

   

$

6,587

   

$

6,892

   

$

5,453

   

$

3,973

   

Ratio of net investment loss to average net assets

 

With expense reductions

   

(1.88

)%(f)

   

(1.60

)%

   

(0.64

)%

   

(0.55

)%

   

(0.17

)%

   

(0.18

)%

 

Without expense reductions

   

(2.62

)%(f)

   

(2.35

)%

   

(1.39

)%

   

(1.30

)%

   

(1.72

)%

   

(1.91

)%

 

Ratio of expenses to average net assets

 

With expense reductions

   

3.77

%(f)

   

3.85

%

   

2.72

%

   

2.64

%

   

2.47

%

   

2.61

%

 

Without expense reductions

   

4.52

%(f)

   

4.60

%

   

3.47

%

   

3.39

%

   

4.02

%

   

4.34

%

 

Fund portfolio turnover rate

   

0

%(f)

   

0

%

   

7

%

   

3

%

   

24

%

   

9

%

 
   

Class C

 
    For the six months
ended
 

For the year ended December 31,

 
   

June 30, 2017

 

2016

 

2015

 

2014

 

2013

 

2012

 

Per Share Operating Performance

 

Net asset value, beginning of period

 

$

13.01

   

$

12.06

   

$

12.39

   

$

11.50

   

$

9.20

   

$

8.34

   

Income from investing operations

 

Net investment loss (c)

   

(0.18

)

   

(0.28

)

   

(0.17

)

   

(0.15

)(d)

   

(0.10

)(d)

   

(0.09

)(d)

 

Net realized and unrealized gain (loss) on securities

   

1.00

     

1.27

     

(0.14

)

   

1.21

(d)

   

2.66

(d)

   

0.95

(d)

 

Total from investment operations

   

0.82

     

0.99

     

(0.31

)

   

1.06

     

2.56

     

0.86

   

Less distributions

 

From net capital gain

   

-

     

(0.04

)

   

(0.02

)

   

(0.17

)

   

(0.26

)

   

-

   

Total distributions

   

-

     

(0.04

)

   

(0.02

)

   

(0.17

)

   

(0.26

)

   

-

   

Redemption fees (c)

   

-

(b)

   

-

(b)

   

-

(b)

   

-

(b,d)

   

-

(d)

   

-

(b,d)

 

Net asset value, end of period

 

$

13.83

   

$

13.01

   

$

12.06

   

$

12.39

   

$

11.50

   

$

9.20

   

Total Investment Return

   

6.30

%(e)

   

8.24

%

   

(2.48

)%

   

9.18

%

   

27.83

%

   

10.31

%

 

Ratios/Supplemental Data

 

Net assets, end of period (000's)

 

$

635

   

$

837

   

$

1,160

   

$

1,167

   

$

816

   

$

578

   

Ratio of net investment loss to average net assets

 

With expense reductions

   

(2.61

)%(f)

   

(2.34

)%

   

(1.41

)%

   

(1.29

)%

   

(0.92

)%

   

(1.01

)%

 

Without expense reductions

   

(3.36

)%(f)

   

(3.09

)%

   

(2.16

)%

   

(2.03

)%

   

(2.47

)%

   

(2.74

)%

 

Ratio of expenses to average net assets

 

With expense reductions

   

4.50

%(f)

   

4.59

%

   

3.50

%

   

3.38

%

   

3.22

%

   

3.43

%

 

Without expense reductions

   

5.24

%(f)

   

5.34

%

   

4.25

%

   

4.13

%

   

4.77

%

   

5.15

%

 

Fund portfolio turnover rate

   

0

%(f)

   

0

%

   

7

%

   

3

%

   

24

%

   

9

%

 

(a)  The Fund's maximum sales charge is not included in the total return computation.

(b)  The amount is less than $0.005 and rounded to zero.

(c)  Based on average shares outstanding.

(d)  Net investment income, net realized and unrealized gain (loss) on securities and redemptions fees for Class A and Class C for the years ended December 31, 2012 to December 31, 2014 were restated during the year ended December 31, 2015. See Note 2(H).

(e)  Not annualized

(f)  Annualized

See Accompanying Notes to Financial Statements which are an integral part of these financial statements.
54



Pacific Advisors Fund Inc.

Financial Highlights (Unaudited)

(For a share outstanding throughout the period)

   

Mid Cap Value Fund

 
   

Class A

 
    For the six months
ended
 

For the year ended December 31,

 
   

June 30, 2017

 

2016

 

2015

 

2014

 

2013

 

2012

 

Per Share Operating Performance

 

Net asset value, beginning of period

 

$

11.78

   

$

10.28

   

$

13.46

   

$

15.25

   

$

11.47

   

$

10.88

   

Income from investing operations

 

Net investment loss (c)

   

(0.23

)

   

(0.40

)

   

(0.31

)

   

(0.35

)(d)

   

(0.39

)(d)

   

(0.33

)(d)

 

Net realized and unrealized gain (loss) on securities

   

(0.16

)

   

1.90

     

(2.87

)

   

(1.44

)(d)

   

4.17

(d)

   

0.92

(d)

 

Total from investment operations

   

(0.39

)

   

1.50

     

(3.18

)

   

(1.79

)

   

3.78

     

0.59

   

Redemption fees (c)

   

-

(b)

   

-

(b)

   

-

(b)

   

-

(b,d)

   

-

(d)

   

-

(b,d)

 

Net asset value, end of period

 

$

11.39

   

$

11.78

   

$

10.28

   

$

13.46

   

$

15.25

   

$

11.47

   

Total Investment Return (a)

   

(3.31

)%(e)

   

14.59

%

   

(23.63

)%

   

(11.74

)%

   

32.96

%

   

5.42

%

 

Ratios/Supplemental Data

 

Net assets, end of period (000's)

 

$

5,450

   

$

5,728

   

$

4,875

   

$

5,981

   

$

6,058

   

$

4,500

   

Ratio of net investment loss to average net assets

   

(4.05

)%(f)

   

(3.80

)%

   

(2.48

)%

   

(2.46

)%

   

(2.88

)%

   

(3.01

)%

 

Ratio of expenses to average net assets

   

4.84

%(f)

   

4.74

%

   

3.68

%

   

3.42

%

   

3.69

%

   

4.19

%

 

Fund portfolio turnover rate

   

17

%(f)

   

13

%

   

25

%

   

22

%

   

15

%

   

24

%

 
   

Class C

 
    For the six months
ended
 

For the year ended December 31,

 
   

June 30, 2017

 

2016

 

2015

 

2014

 

2013

 

2012

 

Per Share Operating Performance

 

Net asset value, beginning of period

 

$

10.42

   

$

9.16

   

$

12.09

   

$

13.80

   

$

10.46

   

$

10.00

   

Income from investing operations

 

Net investment loss (c)

   

(0.24

)

   

(0.42

)

   

(0.37

)

   

(0.42

)(d)

   

(0.45

)(d)

   

(0.38

)(d)

 

Net realized and unrealized gain (loss) on securities

   

(0.14

)

   

1.68

     

(2.56

)

   

(1.29

)(d)

   

3.79

(d)

   

0.84

(d)

 

Total from investment operations

   

(0.38

)

   

1.26

     

(2.93

)

   

(1.71

)

   

3.34

     

0.46

   

Redemption fees (c)

   

-

(b)

   

-

(b)

   

-

(b)

   

-

(b,d)

   

-

(d)

   

-

(b,d)

 

Net asset value, end of period

 

$

10.04

   

$

10.42

   

$

9.16

   

$

12.09

   

$

13.80

   

$

10.46

   

Total Investment Return

   

(3.65

)%(e)

   

13.76

%

   

(24.23

)%

   

(12.39

)%

   

31.93

%

   

4.60

%

 

Ratios/Supplemental Data

 

Net assets, end of period (000's)

 

$

354

   

$

366

   

$

661

   

$

891

   

$

1,204

   

$

854

   

Ratio of net investment loss to average net assets

   

(4.80

)%(f)

   

(4.56

)%

   

(3.26

)%

   

(3.22

)%

   

(3.61

)%

   

(3.77

)%

 

Ratio of expenses to average net assets

   

5.59

%(f)

   

5.54

%

   

4.46

%

   

4.17

%

   

4.42

%

   

4.95

%

 

Fund portfolio turnover rate

   

17

%(f)

   

13

%

   

25

%

   

22

%

   

15

%

   

24

%

 

(a)  The Fund's maximum sales charge is not included in the total return computation.

(b)  The amount is less than $0.005 and rounded to zero.

(c)  Based on average shares outstanding.

(d)  Net investment income, net realized and unrealized gain (loss) on securities and redemptions fees for Class A and Class C for the years ended December 31, 2012 to December 31, 2014 were restated during the year ended December 31, 2015. See Note 2(H).

(e)  Not annualized

(f)  Annualized

See Accompanying Notes to Financial Statements which are an integral part of these financial statements.
55



Pacific Advisors Fund Inc.

Financial Highlights (Unaudited)

(For a share outstanding throughout the period)

   

Small Cap Value Fund

 
   

Class A

 
    For the six months
ended
 

For the year ended December 31,

 
   

June 30, 2017

 

2016

 

2015

 

2014

 

2013

 

2012

 

Per Share Operating Performance

 

Net asset value, beginning of period

 

$

27.23

   

$

24.72

   

$

44.51

   

$

61.41

   

$

38.50

   

$

34.42

   

Income from investing operations

 

Net investment loss (c)

   

(0.49

)

   

(0.92

)

   

(1.06

)

   

(1.11

)(d)

   

(0.99

)(d)

   

(0.76

)(d)

 

Net realized and unrealized gain (loss) on securities

   

(0.95

)

   

7.66

     

(12.25

)

   

(12.20

)(d)

   

23.87

(d)

   

4.79

(d)

 

Total from investment operations

   

(1.44

)

   

6.74

     

(13.31

)

   

(13.31

)

   

22.88

     

4.03

   

Less distributions

 

From net capital gain

   

-

     

(4.24

)

   

(6.50

)

   

(3.62

)

   

-

     

-

   

Total distributions

   

-

     

(4.24

)

   

(6.50

)

   

(3.62

)

   

-

     

-

   

Redemption fees (c)

   

0.01

     

0.01

     

0.02

     

0.03

(d)

   

0.03

(d)

   

0.05

(d)

 

Net asset value, end of period

 

$

25.80

   

$

27.23

   

$

24.72

   

$

44.51

   

$

61.41

   

$

38.50

   

Total Investment Return (a)

   

(5.25

)%(e)

   

27.08

%

   

(30.31

)%

   

(21.60

)%

   

59.51

%

   

11.85

%

 

Ratios/Supplemental Data

 

Net assets, end of period (000's)

 

$

22,109

   

$

26,420

   

$

33,942

   

$

122,642

   

$

199,163

   

$

85,607

   

Ratio of net investment loss to average net assets

   

(3.77

)%(f)

   

(3.74

)%

   

(2.64

)%

   

(1.72

)%

   

(1.93

)%

   

(2.06

)%

 

Ratio of expenses to average net assets

   

4.06

%(f)

   

4.19

%

   

3.03

%

   

2.19

%

   

2.31

%

   

2.71

%

 

Fund portfolio turnover rate

   

5

%(f)

   

11

%

   

7

%

   

16

%

   

9

%

   

12

%

 
   

Class C

 
    For the six months
ended
 

For the year ended December 31,

 
   

June 30, 2017

 

2016

 

2015

 

2014

 

2013

 

2012

 

Per Share Operating Performance

 

Net asset value, beginning of period

 

$

19.79

   

$

19.01

   

$

36.59

   

$

51.70

   

$

32.65

   

$

29.41

   

Income from investing operations

 

Net investment loss (c)

   

(0.43

)

   

(0.85

)

   

(1.11

)

   

(1.29

)(d)

   

(1.16

)(d)

   

(0.88

)(d)

 

Net realized and unrealized gain (loss) on securities

   

(0.69

)

   

5.87

     

(9.99

)

   

(10.23

)(d)

   

20.19

(d)

   

4.08

(d)

 

Total from investment operations

   

(1.12

)

   

5.02

     

(11.10

)

   

(11.52

)

   

19.03

     

3.20

   

Less distributions

 

From net capital gain

   

-

     

(4.24

)

   

(6.50

)

   

(3.62

)

   

-

     

-

   

Total distributions

   

-

     

(4.24

)

   

(6.50

)

   

(3.62

)

   

-

     

-

   

Redemption fees (c)

   

0.01

     

-

(b)

   

0.02

     

0.03

(d)

   

0.02

(d)

   

0.04

(d)

 

Net asset value, end of period

 

$

18.68

   

$

19.79

   

$

19.01

   

$

36.59

   

$

51.70

   

$

32.65

   

Total Investment Return

   

(5.61

)%(e)

   

26.12

%

   

(30.83

)%

   

(22.19

)%

   

58.35

%

   

11.02

%

 

Ratios/Supplemental Data

 

Net assets, end of period (000's)

 

$

2,962

   

$

3,596

   

$

5,180

   

$

10,498

   

$

14,646

   

$

6,912

   

Ratio of net investment loss to average net assets

   

(4.52

)%(f)

   

(4.51

)%

   

(3.45

)%

   

(2.47

)%

   

(2.69

)%

   

(2.80

)%

 

Ratio of expenses to average net assets

   

4.81

%(f)

   

4.95

%

   

3.88

%

   

2.95

%

   

3.08

%

   

3.45

%

 

Fund portfolio turnover rate

   

5

%(f)

   

11

%

   

7

%

   

16

%

   

9

%

   

12

%

 

(a)  The Fund's maximum sales charge is not included in the total return computation.

(b)  The amount is less than $0.005 and rounded to zero.

(c)  Based on average shares outstanding.

(d)  Net investment loss, net realized and unrealized gain (loss) on securities and redemptions fees for Class A and Class C for the years ended December 31, 2012 to December 31, 2014 were restated during the year ended December 31, 2015. See Note 2(H).

(e)  Not annualized

(f)  Annualized

See Accompanying Notes to Financial Statements which are an integral part of these financial statements.
56



Pacific Advisors Fund Inc.

Financial Highlights (Unaudited)

(For a share outstanding throughout the period)

   

Small Cap Value Fund

 
   

Class I

 
    For the six months
ended
 

For the year ended December 31,

 
   

June 30, 2017

 

2016

 

2015

 

2014

 

2013

 

2012

 

Per Share Operating Performance

 

Net asset value, beginning of period

 

$

35.05

   

$

30.87

   

$

53.06

   

$

72.10

   

$

45.13

   

$

39.15

   

Income from investing operations

 

Net investment loss (c)

   

(0.59

)

   

(1.08

)

   

(1.20

)

   

(1.15

)(d)

   

(1.32

)(d)

   

(0.85

)(d)

 

Net realized and unrealized gain (loss) on securities

   

(1.23

)

   

9.49

     

(14.52

)

   

(14.30

)(d)

   

28.27

(d)

   

6.76

(d)

 

Total from investment operations

   

(1.82

)

   

8.41

     

(15.72

)

   

(15.45

)

   

26.95

     

5.91

   

Less distributions

 

From net capital gain

   

-

     

(4.24

)

   

(6.50

)

   

(3.62

)

   

-

     

-

   

Total distributions

   

-

     

(4.24

)

   

(6.50

)

   

(3.62

)

   

-

     

-

   

Redemption fees (c)

   

0.01

     

0.01

     

0.03

     

0.03

(d)

   

0.02

(d)

   

0.07

(d)

 

Net asset value, end of period

 

$

33.24

   

$

35.05

   

$

30.87

   

$

53.06

   

$

72.10

   

$

45.13

   

Total Investment Return

   

(5.16

)%(e)

   

27.10

%

   

(29.94

)%

   

(21.36

)%

   

59.76

%

   

15.27

%

 

Ratios/Supplemental Data

 

Net assets, end of period (000's)

 

$

7

   

$

8

   

$

155

   

$

1,402

   

$

380

   

$

7

   

Ratio of net investment loss to average net assets

   

(3.55

)%(f)

   

(3.57

)%

   

(2.55

)%

   

(1.54

)%

   

(1.93

)%

   

(2.02

)%

 

Ratio of expenses to average net assets

   

3.84

%(f)

   

3.93

%

   

2.86

%

   

2.03

%

   

2.06

%

   

2.63

%

 

Fund portfolio turnover rate

   

5

%(f)

   

11

%

   

7

%

   

16

%

   

9

%

   

12

%

 

(c)  Based on average shares outstanding.

(d)  Net investment income, net realized and unrealized gain (loss) on securities and redemptions fees for Class A and Class C for the years ended December 31, 2012 to December 31, 2014 were restated during the year ended December 31, 2015. See Note 2(H).

(e)  Not annualized

(f)  Annualized

See Accompanying Notes to Financial Statements which are an integral part of these financial statements.
57




Pacific Advisors Fund Inc.

Notes to Financial Statements (Unaudited)

June 30, 2017

Note 1. Organization

Pacific Advisors Fund Inc. (the "Company") is an open-end diversified investment management company registered under the Investment Company Act of 1940 ("the 40 Act"), as amended. The Company currently offers five Funds: Income and Equity Fund, Balanced Fund, Large Cap Value Fund, Mid Cap Value Fund and Small Cap Value Fund (individually, a "Fund," or collectively, the "Funds"). Each Fund is a separate investment portfolio of the Company with a distinct investment objective, investment program, policies and restrictions.

The Income and Equity Fund seeks to provide current income and, secondarily, long-term capital appreciation. The Balanced Fund seeks to achieve long-term capital appreciation and income consistent with reduced risk. The Large Cap Value Fund seeks to achieve long-term capital appreciation. The Mid Cap Value Fund seeks to achieve long-term capital appreciation. The Small Cap Value Fund seeks to provide capital appreciation through investment in small capitalization companies.

The Funds offer Class A and Class C shares. In addition to Class A and Class C shares, the Small Cap Value Fund also offers Class I shares. Each Class has equal rights as to assets and voting privileges except that Class A and Class C each has exclusive voting rights with respect to its distribution plan. Investment income, realized and unrealized capital gains and losses, and the common expenses of each Fund are allocated on a pro rata basis to each Class based on the relative net assets of each Class to the total net assets of the Fund. Each Class of shares differs in its respective service and distribution expenses and may differ in its transfer agent, registration, and certain other Class-specific fees and expenses.

The Company enters into contracts that contain a variety of indemnifications. The Company's maximum exposure under these arrangements is unknown. However, the Company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

The Funds follow the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standard Codification Topic 946 "Financial Services – Investment Companies."

Note 2. Significant Accounting Policies

A. Security Valuation and Fair Value Measurement. Securities, including American Depository Receipts (ADRs), listed on a national securities exchange and certain over-the-counter ("OTC") issues traded on the NASDAQ national market system are valued at the last quoted sale price at the close of the New York Stock Exchange. OTC issues not quoted on the NASDAQ system, and other equity securities for which no sale price is available, are valued at the last bid price as obtained from published sources or real time quote services, where available, and otherwise from brokers who are market makers for such securities. For securities that mature in 60 days or less, the Funds may utilize the amortized cost method of valuation if it is reasonable to conclude it approximates fair value. In determining the fair value of other debt securities, Pacific Global Investment Management Company, Inc. (the "Investment Manager") utilizes independent pricing services approved by the Board of Directors (the "Board") using one or more of the following valuation techniques:

(1) a matrix pricing approach that considers market inputs including, in approximate order of priority, the following: benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data including market research publications; market indicators, industry and economic events. Evaluators may prioritize inputs differently on any given day for any security based on market conditions, and not all inputs listed are available for use in the evaluation process for each security evaluation on any given day; (2) a comparison of the value of the borrower's outstanding equity and debt to that of comparable public companies; and/or (3) a discounted cash flow analysis. Fair value determinations are made by the Investment Manager based on the Company's Fair Value Procedure, as adopted by the Board. In conducting its assessment and analysis for purpose of determining fair value, the Investment Manager uses its discretion and judgment in considering and appraising the relevant factors, including examining the source and nature of the quotations, to validate that the quotations and prices are representative of fair value.

Various inputs are used to determine the fair value of each Fund's investments. For financial statements, these inputs are summarized in the three broad levels listed below. Level 1 inputs are based on quoted prices in active markets for identical securities. Level 2 inputs are based on significant observable market inputs, such as quoted prices for similar securities and quoted prices in inactive markets. Level 3 inputs are significant unobservable inputs that reflect the Fund's own assumptions in determining the fair value of investments. The valuation levels are not necessarily an indication of the risk associated with investing in those securities.


58



Pacific Advisors Fund Inc.

Notes to Financial Statements (Unaudited)

June 30, 2017

The following is a summary of the inputs used to value each Fund's investment securities as of June 30, 2017.

    Income and
Equity
Fund
  Balanced
Fund
  Large Cap
Value
Fund
  Mid Cap
Value
Fund
  Small Cap
Value
Fund
 

Level 1 - Quoted Prices

 

Common Stock

 

Consumer Discretionary

 

$

867,730

   

$

751,238

   

$

1,558,170

   

$

1,869,843

   

$

5,413,550

   

Consumer Staples

   

1,224,605

     

220,140

     

1,408,549

     

145,776

     

1,721,256

   

Energy

   

472,630

     

273,485

     

121,095

     

506,130

     

4,319,257

   

Financials

   

888,035

     

699,473

     

1,385,927

     

459,328

     

2,035,580

   

Health Care

   

840,135

     

408,087

     

332,709

     

186,116

     

-

   

Industrials

   

1,139,368

     

822,649

     

1,459,867

     

2,304,884

     

11,734,569

   

Information Technology

   

958,580

     

746,546

     

1,761,947

     

209,988

     

-

   

Materials

   

428,215

     

-

     

2,499

     

117,553

     

-

   

Telecommunication Services

   

494,340

     

89,320

     

-

     

-

     

-

   

Utilities

   

694,855

     

-

     

-

     

-

     

-

   

Preferred Stock

 

Financials

   

726,281

     

103,550

     

-

     

-

     

-

   

Level 1 Total

   

8,734,774

     

4,114,488

     

8,030,763

     

5,799,618

     

25,224,212

   

Level 2 - Other significant observable inputs

 

Corporate Bond

 

Consumer Discretionary

   

1,181,892

     

106,875

     

-

     

-

     

-

   

Consumer Staples

   

152,864

     

-

     

-

     

-

     

-

   

Energy

   

619,332

     

627,093

     

-

     

-

     

-

   

Financials

   

2,689,512

     

302,545

     

-

     

-

     

-

   

Health Care

   

252,494

     

100,160

     

-

     

-

     

-

   

Industrials

   

1,256,262

     

-

     

-

     

-

     

-

   

Information Technology

   

717,240

     

194,538

     

-

     

-

     

-

   

Materials

   

222,215

     

105,875

     

-

     

-

     

-

   

Utilities

   

101,000

     

-

     

-

     

-

     

-

   

Real Estate

   

729,389

     

113,388

     

-

     

-

     

-

   

Level 2 Total

   

7,922,200

     

1,550,474

     

-

     

-

     

-

   

Level 3 - Significant unobservable inputs

   

-

     

-

     

-

     

-

     

-

   

Total Investments

 

$

16,656,974

   

$

5,664,962

   

$

8,030,763

   

$

5,799,618

   

$

25,224,212

   

Equity securities (common and preferred stock) that are actively traded and market priced are typically classified as Level 1 securities. Fixed income securities are typically classified as Level 2 securities. The Funds had no Level 3 holdings during the period ended June 30, 2017. In addition, the Funds are required to disclose the amounts of significant transfers between Level 1 and Level 2 of the fair value hierarchy and the reasons for these transfers. The Investment Manager has evaluated the Funds' positions for the period ended June 30, 2017, and determined that, for purposes of fair value pricing measurement, there were no transfers between Level 1 and Level 2.

B. Cash and Cash Equivalents. The Company considers all highly liquid financial instruments with maturities of less than three months when acquired to be cash equivalents. For cash management purposes, each Fund may concentrate cash with the Fund's custodian, United Missouri Bank, n.a. ("UMB"). This typically results in cash balances exceeding the Federal Deposit Insurance Corporation ("FDIC") insurance limits.

C. Security Transactions and Investment Income. Security transactions are accounted for on the trade date. The cost of investments sold is determined by use of the specific identification method for both financial reporting and federal income tax purposes. Dividends are recorded on the ex-dividend date. Interest income is recorded on an accrual basis. Premium or discount on debt securities are amortized or accreted using the effective interest method.

D. Dividends and Distributions to Shareholders. The Income and Equity Fund declares and distributes dividends of its net investment income, if any, quarterly. The Balanced Fund, Large Cap Value Fund, Mid Cap Value Fund and Small Cap Value Fund declare and distribute dividends of their net investment income, if any, annually. In addition, each Fund declares and distributes a capital gain dividend, if any, annually. The Board determines the amount and timing of such payments.


59



Pacific Advisors Fund Inc.

Notes to Financial Statements (Unaudited)

June 30, 2017

E. Federal Income Tax. The Funds intends to comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of their taxable income to their shareholders. Therefore, no federal income tax provision is required.

Management has analyzed the Funds' tax positions taken on federal income tax returns for all open tax years and for the year ended December 31, 2016 and has concluded that no provision for income tax is required in the Funds' financial statements. Tax years 2013, 2014, 2015 and 2016 are still subject to examination by major federal jurisdictions. Tax years 2012, 2013, 2014, 2015, and 2016 are still subject to examination by major state jurisdictions.

The Funds recognize interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. During the year, the Funds did not incur any interest or penalties.

At December 31, 2016, components of distributable earnings on a tax basis were as follows:

    Income and
Equity
Fund
  Balanced
Fund
  Large Cap
Value
Fund
  Mid Cap
Value
Fund
  Small Cap
Value
Fund
 

Undistributed long-term gains

 

$

-

   

$

31,224

   

$

12,358

   

$

-

   

$

1,077,138

   

Capital loss carry forward*

   

(285,340

)

   

-

     

-

     

(640,167

)

   

-

   

Net unrealized appreciation on investments

   

2,245,700

     

266,862

     

3,181,968

     

1,208,402

     

6,033,171

   

Accumulated earnings

 

$

1,960,360

   

$

298,086

   

$

3,194,326

   

$

568,235

   

$

7,110,309

   

The difference between book basis and tax basis unrealized appreciation is attributable primarily to the tax deferral of losses on wash sales and characterization of certain income items. The Funds intend to treat post October losses (net capital losses incurred for the period subsequent to October 31, 2016 through the year end December 31, 2016) as having been incurred in the next fiscal year.

The Funds intend to utilize provisions of the federal income tax laws which allow them to carry a capital loss realized prior to 2011 forward for eight years following the year of the loss and offset such losses against any future realized capital gains. During the most recent fiscal year, the following capital losses carried forward have been utilized:

    Income and
Equity
Fund
  Balanced
Fund
  Large Cap
Value
Fund
  Mid Cap
Value
Fund
  Small Cap
Value
Fund
 

Capital loss carryforward utilized

 

$

126,786

   

$

-

   

$

-

   

$

15,195

   

$

-

   

* As of December 31, 2016, the following Funds had accumulated net realized losses on investment transactions that represent capital loss carryforwards for federal income tax purposes, which expire as follows:

   

Capital losses expiring in:

 
   

2017

 

2018

 

Total

 

Income and Equity Fund

 

$

285,340

   

$

-

   

$

285,340

   

Mid Cap Value Fund

   

640,167

     

-

     

640,167

   

During the year ended December 31, 2016, the Mid Cap Value Fund had a capital loss carryforward in the amount of $527,469 that expired.

The Regulated Investment Company Modernization Act of 2010 (the "Act") changed various technical rules governing the tax treatment of regulated investment companies ("RICs") including the Funds. Under the Act, each Fund is permitted to carry forward capital losses incurred in taxable years beginning in 2011 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years, which carry an expiration date. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered all short-term as permitted under previous regulation.

Finally, the Act contains several provisions aimed at preserving the character of distributions made by a fiscal year RIC during the portion of its taxable year ending after October 31 or December 31, reducing the circumstances under which a RIC might be required to file amended Forms 1099 to restate previously reported distributions.


60



Pacific Advisors Fund Inc.

Notes to Financial Statements (Unaudited)

June 30, 2017

During the most recent fiscal year, the following capital losses carried forward under the provisions of the Act were utilized:

    Loss Carryforward
Utilized
 
   

Short Term

 

Long Term

 

Mid Cap Value Fund

 

$

63,496

   

$

46,499

   

No losses will be carried forward under the provisions of the Act.

F. Reclassification of Capital Accounts. Distributions of net investment income and realized gains are determined in accordance with income tax regulations which may differ from GAAP. These differences are due to differing treatments for items such as net operating losses, reclassification of dividends and return of capital. To the extent that these differences are permanent in nature, reclassifications are made among the net asset accounts on the Statement of Assets and Liabilities. Net assets and net asset value per share are not affected by these reclassifications.

For the year ended December 31, 2016, reclassifications among the components of net assets are as follows:

    Accumulated
Undistributed
Net Investment
Income
 

Paid in Capital

  Accumulated
Undistributed
Net Realized
Gain (Loss) on
Security
Transactions
 

Balanced Fund

 

$

173,862

   

$

(173,862

)

 

$

-

   

Large Cap Value Fund

   

126,115

     

(126,115

)

   

-

   

Mid Cap Value Fund

   

219,294

     

(746,763

)

   

527,469

   

Small Cap Value Fund

   

1,191,012

     

(1,080,017

)

   

(110,995

)

 

The reclassifications were due to net investment losses incurred by the Funds, which are not permitted to be carried forward for tax purposes and the expiration of capital loss carryforwards, as well as differing book and tax treatment of certain securities.

G. Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and footnotes. Actual results could differ from those estimates.

H. Accounting Method Change. On December 31, 2015, the Funds elected to change their method of determining net investment income (loss) per share to the average shares method, which determines the net investment income (loss) per share by dividing the net investment income (loss) by the average number of shares outstanding during the year. In prior years the net investment income (loss) per share was determined using the SEC method, which compares ending undistributed income (loss) per share to the beginning undistributed income (loss) per share, adjusted for distributions paid per share. The new method of accounting was adopted as a result of management's determination that the average shares method produced a result that was more reflective of the actual net investment income (loss) on a per share basis during each of the years. The financial highlights for each of the years presented have been adjusted to apply this new method retrospectively. The following financial statement line items for the years 2012-2014 were affected by this change in accounting principle.

Financial Highlights

 
Income and Equity Fund (Class A)  

2014

 

2013

 

2012

 

As Computed Under SEC Method

 

Net investment income

   

0.21

     

0.10

     

0.15

   

Net realized and unrealized gain

   

0.52

     

1.28

     

0.48

   

Redemption Fees

   

0.00

     

0.00

     

0.00

   

As Computed Under Average Shares Method

 

Net investment income

   

0.22

     

0.14

     

0.15

   

Net realized and unrealized gain

   

0.51

     

1.24

     

0.48

   

Redemption Fees

   

0.00

     

0.00

     

0.00

   

Effect of Change

 

Net investment income

   

0.01

     

0.04

     

0.00

   

Net realized and unrealized gain (loss)

   

(0.01

)

   

(0.04

)

   

0.00

   

Redemption Fees

   

0.00

     

0.00

     

0.00

   


61



Pacific Advisors Fund Inc.

Notes to Financial Statements (Unaudited)

June 30, 2017

Income and Equity Fund (Class C)  

2014

 

2013

 

2012

 

As Computed Under SEC Method

 

Net investment income (loss)

   

0.14

     

0.06

     

(0.01

)

 

Net realized and unrealized gain

   

0.47

     

1.18

     

0.55

   

Redemption Fees

   

0.00

     

0.00

     

0.00

   

As Computed Under Average Shares Method

 

Net investment income

   

0.13

     

0.05

     

0.08

   

Net realized and unrealized gain (loss)

   

0.48

     

1.19

     

0.46

   

Redemption Fees

   

0.00

     

0.00

     

0.00

   

Effect of Change

 

Net investment income (loss)

   

(0.01

)

   

(0.01

)

   

0.09

   

Net realized and unrealized gain (loss)

   

0.01

     

0.01

     

(0.09

)

 

Redemption Fees

   

0.00

     

0.00

     

0.00

   
Balanced Fund (Class A)  

As Computed Under SEC Method

 

Net investment income (loss)

   

(0.16

)

   

(0.18

)

   

(0.03

)

 

Net realized and unrealized gain (loss)

   

(1.15

)

   

4.21

     

1.34

   

Redemption Fees

   

0.00

     

0.00

     

0.00

   

As Computed Under Average Shares Method

 

Net investment income (loss)

   

(0.14

)

   

(0.15

)

   

(0.04

)

 

Net realized and unrealized gain (loss)

   

(1.17

)

   

4.17

     

1.35

   

Redemption Fees

   

0.00

     

0.01

     

0.00

   

Effect of Change

 

Net investment income (loss)

   

0.02

     

0.03

     

(0.01

)

 

Net realized and unrealized gain (loss)

   

(0.02

)

   

(0.04

)

   

0.01

   

Redemption Fees

   

0.00

     

0.01

     

0.00

   
Balanced Fund (Class C)  

As Computed Under SEC Method

 

Net investment loss

   

(0.40

)

   

(0.54

)

   

(0.39

)

 

Net realized and unrealized gain (loss)

   

(0.91

)

   

4.16

     

1.51

   

Redemption Fees

   

0.00

     

0.00

     

0.00

   

As Computed Under Average Shares Method

 

Net investment loss

   

(0.24

)

   

(0.25

)

   

(0.13

)

 

Net realized and unrealized gain (loss)

   

(1.07

)

   

3.87

     

1.25

   

Redemption Fees

   

0.00

     

0.00

     

0.00

   

Effect of Change

 

Net investment income

   

0.16

     

0.29

     

0.26

   

Net realized and unrealized loss

   

(0.16

)

   

(0.29

)

   

(0.26

)

 

Redemption Fees

   

0.00

     

0.00

     

0.00

   
Large Cap Value Fund (Class A)  

As Computed Under SEC Method

 

Net investment income

   

0.02

     

0.03

     

0.04

   

Net realized and unrealized gain

   

1.28

     

2.94

     

1.00

   

Redemption Fees

   

0.00

     

0.00

     

0.00

   

As Computed Under Average Shares Method

 

Net investment loss

   

(0.07

)

   

(0.02

)

   

(0.02

)

 

Net realized and unrealized gain

   

1.37

     

2.99

     

1.06

   

Redemption Fees

   

0.00

     

0.00

     

0.00

   

Effect of Change

 

Net investment loss

   

(0.09

)

   

(0.05

)

   

(0.06

)

 

Net realized and unrealized gain

   

0.09

     

0.05

     

0.06

   

Redemption Fees

   

0.00

     

0.00

     

0.00

   
Large Cap Value Fund (Class C)  

As Computed Under SEC Method

 

Net investment income (loss)

   

0.68

     

0.32

     

(0.69

)

 

Net realized and unrealized gain

   

0.38

     

2.24

     

1.55

   

Redemption Fees

   

0.00

     

0.00

     

0.00

   


62



Pacific Advisors Fund Inc.

Notes to Financial Statements (Unaudited)

June 30, 2017

   

2014

 

2013

 

2012

 

As Computed Under Average Shares Method

 

Net investment loss

   

(0.15

)

   

(0.10

)

   

(0.09

)

 

Net realized and unrealized gain

   

1.21

     

2.66

     

0.95

   

Redemption Fees

   

0.00

     

0.00

     

0.00

   

Effect of Change

 

Net investment income (loss)

   

(0.83

)

   

(0.42

)

   

0.60

   

Net realized and unrealized gain (loss)

   

0.83

     

0.42

     

(0.60

)

 

Redemption Fees

   

0.00

     

0.00

     

0.00

   
Mid Cap Value Fund (Class A)  

As Computed Under SEC Method

 

Net investment loss

   

(0.11

)

   

(0.36

)

   

(0.25

)

 

Net realized and unrealized gain (loss)

   

(1.68

)

   

4.14

     

0.84

   

Redemption Fees

   

0.00

     

0.00

     

0.00

   

As Computed Under Average Shares Method

 

Net investment loss

   

(0.35

)

   

(0.39

)

   

(0.33

)

 

Net realized and unrealized gain (loss)

   

(1.44

)

   

4.17

     

0.92

   

Redemption Fees

   

0.00

     

0.00

     

0.00

   

Effect of Change

 

Net investment loss

   

(0.24

)

   

(0.03

)

   

(0.08

)

 

Net realized and unrealized gain

   

0.24

     

0.03

     

0.08

   

Redemption Fees

   

0.00

     

0.00

     

0.00

   
Mid Cap Value Fund (Class C)  

As Computed Under SEC Method

 

Net investment income (loss)

   

(2.95

)

   

0.48

     

(3.40

)

 

Net realized and unrealized gain

   

1.24

     

2.86

     

3.86

   

Redemption Fees

   

0.00

     

0.00

     

0.00

   

As Computed Under Average Shares Method

 

Net investment loss

   

(0.42

)

   

(0.45

)

   

(0.38

)

 

Net realized and unrealized gain (loss)

   

(1.29

)

   

3.79

     

0.84

   

Redemption Fees

   

0.00

     

0.00

     

0.00

   

Effect of Change

 

Net investment income (loss)

   

2.53

     

(0.93

)

   

3.02

   

Net realized and unrealized gain (loss)

   

(2.53

)

   

0.93

     

(3.02

)

 

Redemption Fees

   

0.00

     

0.00

     

0.00

   
Small Cap Value Fund (Class A)  

As Computed Under SEC Method

 

Net investment income (loss)

   

(2.29

)

   

1.44

     

(1.70

)

 

Net realized and unrealized gain (loss)

   

(10.99

)

   

21.47

     

5.78

   

Redemption Fees

   

0.00

     

0.00

     

0.00

   

As Computed Under Average Shares Method

 

Net investment loss

   

(1.11

)

   

(0.99

)

   

(0.76

)

 

Net realized and unrealized gain (loss)

   

(12.20

)

   

23.87

     

4.79

   

Redemption Fees

   

0.03

     

0.03

     

0.05

   

Effect of Change

 

Net investment income (loss)

   

1.18

     

(2.43

)

   

0.94

   

Net realized and unrealized gain (loss)

   

(1.21

)

   

2.40

     

(0.99

)

 

Redemption Fees

   

0.03

     

0.03

     

0.05

   
Small Cap Value Fund (Class C)  

As Computed Under SEC Method

 

Net investment income (loss)

   

(1.15

)

   

3.10

     

(2.53

)

 

Net realized and unrealized gain (loss)

   

(10.34

)

   

15.95

     

5.77

   

Redemption Fees

   

0.00

     

0.00

     

0.00

   


63



Pacific Advisors Fund Inc.

Notes to Financial Statements (Unaudited)

June 30, 2017

   

2014

 

2013

 

2012

 

As Computed Under Average Shares Method

 

Net investment loss

   

(1.29

)

   

(1.16

)

   

(0.88

)

 

Net realized and unrealized gain (loss)

   

(10.23

)

   

20.19

     

4.08

   

Redemption Fees

   

0.03

     

0.02

     

0.04

   

Effect of Change

 

Net investment income (loss)

   

(0.14

)

   

(4.26

)

   

1.65

   

Net realized and unrealized gain (loss)

   

0.11

     

4.24

     

(1.69

)

 

Redemption Fees

   

0.03

     

0.02

     

0.04

   
Small Cap Value Fund (Class I)  

As Computed Under SEC Method

 

Net investment income (loss)

   

9.85

     

431.95

     

(120.29

)

 

Net realized and unrealized gain (loss)

   

(25.27

)

   

(404.98

)

   

126.27

   

Redemption Fees

   

0.00

     

0.00

     

0.00

   

As Computed Under Average Shares Method

 

Net investment loss

   

(1.15

)

   

(1.32

)

   

(0.85

)

 

Net realized and unrealized gain (loss)

   

(14.30

)

   

28.27

     

6.76

   

Redemption Fees

   

0.03

     

0.02

     

0.07

   

Effect of Change

 

Net investment income (loss)

   

(11.00

)

   

(433.27

)

   

119.44

   

Net realized and unrealized gain (loss)

   

10.97

     

433.25

     

(119.51

)

 

Redemption Fees

   

0.03

     

0.02

     

0.07

   

Note 3. Investment Management, Distributor and Other Related Party Transactions

The Company and the Funds have entered into investment management agreements ("Management Agreements") with the Investment Manager.

The Management Agreements provide for investment management fees, payable monthly, and calculated at the maximum annual rate of 0.75% of average net assets for the Income and Equity, Balanced, Large Cap Value and Small Cap Value Funds and 1.00% of average net assets for the Mid Cap Value Fund.

In accordance with Expense Limitation Agreements with the Company, the Investment Manager waives its respective management fees to the extent that the actual operating expenses of the following Funds exceed the following thresholds:

   

Class A

 

Class C

 

Income and Equity Fund

   

1.95

%

   

2.70

%

 

Large Cap Value Fund

   

2.65

%

   

3.40

%

 

Pursuant to the Expense Limitation Agreements, providing for the waiver of fees and the assumption of expenses by the Investment Manager, the following amounts were waived for the period ended June 30, 2017.

    Management
Fees
Waived
 

Income and Equity Fund

 

$

64,815

   

Large Cap Value Fund

   

29,631

   

The Investment Manager does not have any rights to recover fees it waives or expenses it may reimburse, with respect to any of the Funds.

For the period ended June 30, 2017, Pacific Global Fund Distributors, Inc. ("PGFD"), the principal underwriter for the Company and a wholly-owned subsidiary of the Investment Manager, received commissions on sales of capital stock, after deducting amounts allowed to authorized distributors as commissions. In addition, PGFD, as a registered broker-dealer, may act as broker for the Funds, in conformity with Rule 17e-1 under the Investment Company Act of 1940. The Company's Board has approved procedures for


64



Pacific Advisors Fund Inc.

Notes to Financial Statements (Unaudited)

June 30, 2017

evaluating the reasonableness of commissions paid to PGFD and periodically reviews these procedures. PGFD will not act as principal in effecting any portfolio transactions for the Funds. The amounts of commissions are as follows:

    Underwriting
Fees
Retained
  Commissions
Retained
  Brokerage
Commissions
Received
 

Income and Equity Fund

 

$

113

   

$

-

   

$

491

   

Balanced Fund

   

123

     

194

     

(511

)

 

Large Cap Value Fund

   

850

     

1,755

     

(22

)

 

Mid Cap Value Fund

   

442

     

181

     

(280

)

 

Small Cap Value Fund

   

502

     

439

     

1,035

   

The Company has also entered into separate agreements with Pacific Global Investor Services, Inc. ("PGIS"), Transfer Agent for the Company and a wholly-owned subsidiary of the Investment Manager, that provide for transfer agent fees at a rate of $21 per year per open account and $3.50 per year per closed account, with a minimum charge of $1,800 per month per class for each Fund; fund accounting fees equal to the greater of $1,500 or three basis points for the first hundred million in net assets and one basis point on the balance of net assets for each Fund per month; and annual administrative agent fees of five basis points of average daily net assets of each Fund subject to a maximum annual fee of $50,000 per Fund. The fee is computed and payable monthly. The Company reimburses the Investment Manager for monthly expenses related to the Company's Compliance Program.

On the Statement of Assets and Liabilities, "Accounts payable to related parties" consists of transfer agent fees payable to PGIS.

The Company has adopted a plan of distribution whereby the Funds may pay a service fee to qualified recipients in an amount up to 0.25% per annum of each Fund's average daily net assets for Class A shares. The Company has also adopted a plan of distribution whereby the Funds may pay a service fee to qualified recipients in an amount up to 0.25% per annum of each Fund's average daily net assets for Class C shares and a distribution fee in an amount up to 0.75% per annum of each Fund's average daily net assets for Class C shares. The Company has not adopted a plan of distribution for Class I Shares.

For the period ended June 30, 2017, total distribution and/or service (12b-1) fees were:

   

Class A

 

Class C

 

Total

 

Income and Equity Fund

 

$

18,644

   

$

12,063

   

$

30,707

   

Balanced Fund

   

5,265

     

7,738

     

13,003

   

Large Cap Value Fund

   

8,922

     

3,831

     

12,753

   

Mid Cap Value Fund

   

6,935

     

1,775

     

8,710

   

Small Cap Value Fund

   

30,184

     

16,155

     

46,339

   

Note 4. Purchase and Sales of Securities

The following summarizes purchases and sales of investment securities, other than short-term investments, and aggregate gross unrealized appreciation and depreciation on a tax basis by each Fund for the period ended and as of June 30, 2017. The difference between book basis and tax basis unrealized appreciation is attributable primarily to the tax deferral of losses on wash sales.

    Period ended
June 30, 2017
 

As of June 30, 2017

 
    Cost of
Purchases
  Proceeds
From Sales
  Tax Cost of
Securities
  Gross
Unrealized
Appreciation
  Gross
Unrealized
Depreciation
  Net
Unrealized
Appreciation
(Depreciation)
 

Income and Equity Fund

 

$

1,842,132

   

$

1,944,734

   

$

14,577,134

   

$

2,274,114

   

$

194,274

   

$

2,079,840

   

Balanced Fund

   

311,878

     

832,624

     

5,316,828

     

861,006

     

512,872

     

348,134

   

Large Cap Value Fund

   

-

     

257,198

     

4,322,777

     

3,707,986

     

-

     

3,707,986

   

Mid Cap Value Fund

   

505,743

     

771,960

     

4,568,816

     

2,084,772

     

853,970

     

1,230,802

   

Small Cap Value Fund

   

708,469

     

4,421,606

     

22,480,385

     

12,093,970

     

9,350,143

     

2,743,827

   


65



Pacific Advisors Fund Inc.

Notes to Financial Statements (Unaudited)

June 30, 2017

Note 5. Distributions to Shareholders

The tax character of distributions paid during 2017 and 2016 was as follows:

    Income and
Equity
Fund
  Balanced
Fund
  Large Cap
Value
Fund
  Mid Cap
Value
Fund
  Small Cap
Value
Fund
 

Period ended June 30, 2017

 

Distributions paid from:

 

Ordinary Income

 

$

16,228

   

$

-

   

$

-

   

$

-

   

$

-

   

Total Distributions

 

$

16,228

   

$

-

   

$

-

   

$

-

   

$

-

   

Year ended December 31, 2016

 

Distributions paid from:

 

Ordinary Income

 

$

23,421

   

$

-

   

$

-

   

$

-

   

$

-

   

Long-Term Capital Gain

   

-

     

225,253

     

23,059

     

-

     

4,266,366

   

Return of Capital

   

11,626

     

-

     

-

     

-

     

-

   

Total Distributions

 

$

35,047

   

$

225,253

   

$

23,059

   

$

-

   

$

4,266,366

   

Note 6. Capital Share Transactions

A 2% redemption fee is assessed on shares of the Income and Equity Fund sold or exchanged within 30 days of purchase or shares of the Balanced Fund, Large Cap Value Fund, Mid Cap Value Fund or Small Cap Value Fund sold or exchanged within 180 days of purchase and is retained in each Fund. The redemption fees collected through Jun 30, 2017, and through year end 2016, are included in the dollar amount of shares sold in the table below. The amount of the increase is as follows:

    Six months ended
June 30, 2017
  Year ended
December 31, 2016
 
   

Class A

 

Class C

 

Class I

 

Class A

 

Class C

 

Class I

 

Income and Equity Fund

 

$

3

   

$

1

     

N/A

   

$

6,856

   

$

1,503

     

N/A

   

Balanced Fund

   

43

     

27

     

N/A

     

330

     

173

     

N/A

   

Large Cap Value Fund

   

250

     

26

     

N/A

     

348

     

58

     

N/A

   

Mid Cap Value Fund

   

46

     

3

     

N/A

     

258

     

29

     

N/A

   

Small Cap Value Fund

   

9,773

     

1,293

   

$

3

     

5,429

     

866

   

$

26

   

 

    Six months ended
June 30, 2017
  Year ended
December 31, 2016
 
   

Shares

 

Amount

 

Shares

 

Amount

 

Income and Equity Fund

 

Class A

 

Shares sold

   

81,739

   

$

1,019,025

     

370,091

   

$

4,478,478

   

Reinvestment of distributions

   

1,156

     

14,381

     

2,551

     

31,280

   
     

82,895

     

1,033,406

     

372,642

     

4,509,758

   

Shares repurchased

   

(107,927

)

   

(1,346,017

)

   

(174,172

)

   

(2,090,689

)

 

Net increase (decrease)

   

(25,032

)

 

$

(312,611

)

   

198,470

   

$

2,419,069

   

Class C

 

Shares sold

   

336

   

$

4,001

     

10,277

   

$

121,016

   

Reinvestment of distributions

   

-

     

-

     

-

     

-

   
     

336

     

4,001

     

10,277

     

121,016

   

Shares repurchased

   

(15,587

)

   

(185,183

)

   

(51,170

)

   

(594,050

)

 

Net decrease

   

(15,251

)

 

$

(181,182

)

   

(40,893

)

 

$

(473,034

)

 


66



Pacific Advisors Fund Inc.

Notes to Financial Statements (Unaudited)

June 30, 2017

    Six months ended
June 30, 2017
  Year ended
December 31, 2016
 
   

Shares

 

Amount

 

Shares

 

Amount

 

Balanced Fund

 

Class A

 

Shares sold

   

5,968

   

$

69,363

     

64,938

   

$

747,487

   

Reinvestment of distributions

   

-

     

-

     

12,295

     

140,652

   
     

5,968

     

69,363

     

77,233

     

888,139

   

Shares repurchased

   

(22,391

)

   

(258,724

)

   

(44,591

)

   

(508,739

)

 

Net increase (decrease)

   

(16,423

)

 

$

(189,361

)

   

32,642

   

$

379,400

   

Class C

 

Shares sold

   

6,785

   

$

69,683

     

10,017

   

$

101,917

   

Reinvestment of distributions

   

-

     

-

     

6,690

     

67,504

   
     

6,785

     

69,683

     

16,707

     

169,421

   

Shares repurchased

   

(32,340

)

   

(330,812

)

   

(99,644

)

   

(1,015,203

)

 

Net decrease

   

(25,555

)

 

$

(261,129

)

   

(82,937

)

 

$

(845,782

)

 
    Six months ended
June 30, 2017
  Year ended
December 31, 2016
 
   

Shares

 

Amount

 

Shares

 

Amount

 

Large Cap Value Fund

 

Class A

 

Shares sold

   

17,802

   

$

284,391

     

47,998

   

$

697,236

   

Reinvestment of distributions

   

-

     

-

     

1,244

     

19,074

   
     

17,802

     

284,391

     

49,242

     

716,310

   

Shares repurchased

   

(18,676

)

   

(294,966

)

   

(63,389

)

   

(879,751

)

 

Net decrease

   

(874

)

 

$

(10,575

)

   

(14,147

)

 

$

(163,441

)

 

Class C

 

Shares sold

   

347

   

$

4,726

     

3,237

   

$

40,230

   

Reinvestment of distributions

   

-

     

-

     

134

     

1,761

   
     

347

     

4,726

     

3,371

     

41,991

   

Shares repurchased

   

(18,771

)

   

(255,387

)

   

(35,298

)

   

(436,904

)

 

Net decrease

   

(18,424

)

 

$

(250,661

)

   

(31,927

)

 

$

(394,913

)

 


67



Pacific Advisors Fund Inc.

Notes to Financial Statements (Unaudited)

June 30, 2017

    Six months ended
June 30, 2017
  Year ended
December 31, 2016
 
   

Shares

 

Amount

 

Shares

 

Amount

 

Mid Cap Value Fund

 

Class A

 

Shares sold

   

11,160

   

$

128,925

     

53,336

   

$

562,552

   

Reinvestment of distributions

   

-

     

-

     

-

     

-

   
     

11,160

     

128,925

     

53,336

     

562,552

   

Shares repurchased

   

(19,128

)

   

(219,241

)

   

(41,408

)

   

(452,469

)

 

Net increase (decrease)

   

(7,968

)

 

$

(90,316

)

   

11,928

   

$

110,083

   

Class C

 

Shares sold

   

108

   

$

1,103

     

1,236

   

$

11,542

   

Reinvestment of distributions

   

-

     

-

     

-

     

-

   
     

108

     

1,103

     

1,236

     

11,542

   

Shares repurchased

   

-

     

-

     

(38,319

)

   

(355,718

)

 

Net increase (decrease)

   

108

   

$

1,103

     

(37,083

)

 

$

(344,176

)

 
    Six months ended
June 30, 2017
  Year ended
December 31, 2016
 
   

Shares

 

Amount

 

Shares

 

Amount

 

Small Cap Value Fund

 

Class A

 

Shares sold

   

54,978

   

$

1,518,019

     

68,311

   

$

1,671,143

   

Reinvestment of distributions

   

-

     

-

     

121,832

     

3,362,552

   
     

54,978

     

1,518,019

     

190,143

     

5,033,695

   

Shares repurchased

   

(168,089

)

   

(4,362,010

)

   

(592,790

)

   

(14,443,161

)

 

Net decrease

   

(113,111

)

 

$

(2,843,991

)

   

(402,647

)

 

$

(9,409,466

)

 

Class C

 

Shares sold

   

180

   

$

4,795

     

1,745

   

$

34,046

   

Reinvestment of distributions

   

-

     

-

     

29,196

     

585,677

   
     

180

     

4,795

     

30,941

     

619,723

   

Shares repurchased

   

(23,272

)

   

(431,855

)

   

(121,755

)

   

(2,351,201

)

 

Net decrease

   

(23,092

)

 

$

(427,060

)

   

(90,814

)

 

$

(1,731,478

)

 

Class I

 

Shares sold

   

-

   

$

3

     

-

   

$

26

   

Reinvestment of distributions

   

-

     

-

     

24

     

840

   
     

-

     

3

     

24

     

866

   

Shares repurchased

   

-

     

-

     

(4,824

)

   

(176,717

)

 

Net increase (decrease)

   

-

   

$

3

     

(4,800

)

 

$

(175,851

)

 


68



Pacific Advisors Fund Inc.

Notes to Financial Statements (Unaudited)

June 30, 2017

Note 7. Bank Borrowings

Each Fund may borrow money to the extent permitted by the 1940 Act, as amended, or any rules, exemptions or interpretations thereunder that may be adopted, granted or issued by the Securities and Exchange Commission. Under the 1940 Act, a mutual fund may borrow up to one-third of its total assets (including the amount borrowed) from banks for any purpose, and may borrow up to 5% of its total assets from banks or other lenders for temporary purposes. Each Fund may borrow to facilitate portfolio transactions or meet redemptions. The Large Cap Value Fund, Mid Cap Value Fund, and Small Cap Value Fund also may borrow money to invest in portfolio securities. Each Fund has the ability to borrow, from UMB, on an unsecured basis, at 2.75% over the Federal Funds rate. As of June 30, 2017, Income and Equity Fund, Balanced Fund, Large Cap Value Fund, Mid Cap Value Fund and Small Cap Value Fund had borrowings from UMB with amounts of $134,409, $1,917, $45,619, $43,160 and $406,602, respectively, and were paying interest at 3.79% per annum on their outstanding borrowings. For the period ended June 30, 2017, the Income and Equity Fund, Balanced Fund, Large Cap Value Fund, Mid Cap Value Fund and Small Cap Value Fund had a daily average borrowing of $16,714, $18,885, $45,742, $29,482 and $299,890, respectively, with a weighted average interest rate of 3.79%, 3.35%, 3.45%, 3.47% and 3.49% per annum, respectively. No compensating balances were required.

Note 8. Subsequent Events

Subsequent events occurring after the date of this report through the date these financial statements were issued have been evaluated for potential impact and the Fund has had no such events.


69




Pacific Advisors Fund Inc.

Directors and Officers

"Independent" Directors

Name (Age)

  Position with
the Company1
  Year elected
Director of
the Company
 

Principal occupation(s) during past 5 years

  Other
Directorships
held by Director
 
L. Michael Haller, III (73)  

Director

 

1992

  Consultant, d/b/a Asahi Broadcasting Enterprises (software development); Chairman and President, Gammaker Pte. Ltd. (mobile game developer); Chairman and CEO, AdLib Mediation, Inc. (mobile advertising); and formerly Executive Vice President, MGT Capital Investments (mobile game developer) (2013); and CEO, Digital Angel, Inc. (communications equipment distributor) (2012-2013)  

Digital Angel, Inc.

 
Peter C. Hoffman (66)  

Director

 

2010

 

President, Sierra Autocars, Inc. (auto dealership), Sierra Vehicles, Inc. (auto dealership), Sierra Automotive Enterprises, Inc. (auto dealership) and Sierra Pursuits, Inc. (management company)

 

None

 
Gerald E. Miller (87)  

Director

 

1992

  Retired in 1992; and formerly worked for Merrill Lynch for over 30 years and was a Senior Resident Vice President at retirement in 1992  

None

 
Louise K. Taylor, PhD (70)  

Director

 

1992

  Assistant Executive Director, Employers Association of California; and formerly Superintendent, Monrovia Unified School District (1991-2009)  

None

 

"Interested" Director2

Name (Age)

  Positions with
the Company1
  Year elected
a Director
and officer of
the Company
 

Principal occupations during past 5 years

  Other
Directorships
held by Director
 
George A. Henning (70)*  

President and Chairman

 

1992

 

Chairman, President and Director, Pacific Global Investment Management Company; and Chairman and Director, Pacific Global Fund Distributors, Inc. and Pacific Global Investor Services, Inc.

 

None

 

Each Director oversees all 5 Pacific Advisors Fund portfolios.

The Fund's Statement of Additional Information contains additional information about the Fund's Directors and Officers and is available without charge upon request by calling (800) 989-6693. The business address for all Directors and officers of the Company is 101 N. Brand Blvd., Suite 1950, Glendale, CA 91203, Attn: Secretary.


70



Pacific Advisors Fund Inc.

Directors and Officers

Other Officers

Name (Age)

  Position(s) with
the Company
  Year elected
an officer of
the Company
 

Principal occupations during past 5 years

 
Catherine L. Henning (39)   Vice President

Secretary
  2010

2006
 

Senior Vice President, Secretary, Director of Client Services and Director, Pacific Global Investment Management Company; President, Secretary, Chief Compliance Officer and Director, Pacific Global Fund Distributors, Inc.; and Vice President, Secretary and Director, Pacific Global Investor Services, Inc.

 
Barbara A. Kelley (64)  

Vice President and Chief Compliance Officer

 

2001

  Executive Vice President, Chief Compliance Officer and Director, Pacific Global Investment Management Company; Director, Pacific Global Fund Distributors, Inc.; President and Director, Pacific Global Investor Services, Inc.; and formerly Treasurer (2001-2014).  
Araceli Olea (44)  

Assistant Secretary

 

2008

 

Shareholder Services Manager, Pacific Global Investor Services, Inc.; and Assistant Secretary, Pacific Global Investment Management Company and Pacific Global Investor Services, Inc.

 
Jingjing Yan (43)  

Treasurer

 

2014

  Vice President and Treasurer, Pacific Global Investment Management Company; Treasurer, Pacific Global Fund Distributors, Inc. and Pacific Global Investor Services, Inc.; and formerly Assistant Treasurer (2005-2014).  

1  Each director is elected to serve until the next annual shareholders meeting and until his or her successor is elected or appointed. The Company does not hold regular annual shareholders meetings to elect Directors. Vacancies on the Board can be filled by the action of a majority of the Directors, provided that at least two-thirds of the Directors have been elected by the shareholders.

2  "Interested persons" as defined in the 1940 Act, as amended, based on the director's affiliation with the Funds' investment manager and its affiliates (including the Funds' principal underwriter).

*  Mr. Henning is considered an interested director because (a) he holds the positions described above with the Company, the Manager and its affiliates; (b) by virtue of his ownership of the Manager's shares he may be deemed a "control person" of the Manager; and (c) he is Ms. Henning's father.


71




Pacific Advisors Fund Inc.

notes


72




Pacific Advisors Fund Inc.

Directors

George A. Henning, Chairman
L. Michael Haller, III
Peter C. Hoffman
Gerald E. Miller
Louise K. Taylor, Ph.D.

Officers

George A. Henning, President
Barbara A. Kelley, Vice President
Catherine L. Henning, Vice President and Secretary
Araceli Olea, Assistant Secretary
Jingjing Yan, Treasurer

Investment Manager

Pacific Global Investment Management Company
101 North Brand Blvd., Suite 1950
Glendale, California 91203

Transfer Agent and Administrator

Pacific Global Investor Services, Inc.
101 North Brand Blvd., Suite 1950
Glendale, California 91203

Distributor

Pacific Global Fund Distributors, Inc.
101 North Brand Blvd., Suite 1950
Glendale, California 91203
(800) 989-6693

Availability of Quarterly Portfolio Schedule

The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund's Forms N-Q are available on the SEC's Web site at http://www.sec.gov. The Fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information about the operation of the Public Reference Room may be obtained by calling the SEC at (800) SEC-0330.

The Fund's complete schedule of portfolio holdings for each fiscal quarter is posted on the Fund's Web site at www.PacificAdvisorsFund.com and is available without charge, upon request by calling (800) 989-6693. Documents will be sent within 3 business days of receipt of your request.

Availability of Proxy Voting Policies and Procedures and Proxy Voting Record

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge, upon request by calling (800) 989-6693. Documents will be sent within 3 business days of receipt of your request. This information is also available on the SEC's Web site at http://www.sec.gov.




Pacific Global Fund Distributors, Inc.
101 North Brand Blvd., Suite 1950
Glendale, California 91203




 

Item 2.

 

Code of Ethics

 

 

Not applicable for semi-annual reports.

 

 

 

Item 3.

 

Audit Committee Financial Expert

 

 

Not applicable for semi-annual reports.

 

 

 

Item 4.

 

Principal Accountant Fees and Services

 

 

Not applicable for semi-annual reports.

 

 

 

Item 5.

 

Audit Committee of Listed Registrants

 

 

Not applicable as Registrant is not a listed issuer as defined in Rule 10A-3 under the Securities Exchange Act of 1934.

 

 

 

Item 6.

 

Schedule of Investments

 

 

Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this form.

 

 

 

Item 7.

 

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

 

 

Not applicable to open-end investment companies.

 

 

 

Item 8.

 

Portfolio Managers of Closed-End Management Investment Companies

 

 

Not applicable to open-end investment companies.

 

 

 

Item 9.

 

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

 

 

Not applicable to open-end investment companies.

 

 

 

Item 10.

 

Submission of Matters to a Vote of Security Holders

 

 

No material changes have been made.

 

 

 

Item 11.

 

Controls and Procedures.

 

 

(a) Based upon their evaluation of Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) as conducted within 90 days of the filing date of this Form N-CSR, Registrant’s principal executive officer and principal financial officer have concluded that those disclosure controls and procedures provide reasonable assurance that the material information required to be disclosed by Registrant on this report is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

 

 

 

 

 

(b) There were no changes in Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) 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, Registrant’s internal control over financial reporting.

 

 

 

Item 12.

 

Exhibits

 

 

(a)(1) Not applicable.

 

 

 

 

 

(a)(2) Certifications required by Item 12(a) of Form N-CSR and Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

 

 

 

 

 

(a)(3)  Not applicable.

 

 

 

 

 

(b) Certification required by 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, Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Pacific Global Fund Inc. d/b/a Pacific Advisors Fund Inc.

 

By:

/s/ George A. Henning

 

 

George A. Henning

 

 

Chairman, Pacific Advisors Fund Inc.

 

 

 

 

Date:

September 1, 2017

 

 

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 Registrant and in the capacities and on the dates indicated.

 

By:

/s/ George A. Henning

 

 

George A. Henning

 

 

Chief Executive Officer

 

 

 

 

Date:

September 1, 2017

 

 

 

 

By:

/s/ Jingjing Yan

 

 

Jingjing Yan

 

 

Chief Financial Officer

 

 

 

 

Date:

September 1, 2017