db-X Exchange-Traded Funds NCSRS Certified semi-annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-22001

TDX Independence Funds, Inc.

(Exact name of Registrant as specified in charter)

60 Wall Street

New York, New York 10005

(Address of principal executive offices) (Zip code)

Hans Ephraimson

TDX Independence Funds, Inc.

60 Wall Street

New York, New York 10005

(Name and address of agent for service)

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

Date of fiscal year end: May 31, 2011

Date of reporting period: November 30, 2010

Item 1.

Report to Stockholders.

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

SEMI-ANNUAL REPORT

November 30, 2010

Unaudited

TDX Independence Funds, Inc.

TDX Independence 2010 Exchange-Traded Fund

TDX Independence 2020 Exchange-Traded Fund

TDX Independence 2030 Exchange-Traded Fund

TDX Independence 2040 Exchange-Traded Fund

TDX Independence In-Target Exchange-Traded Fund

TDX Independence Funds, Inc.

TABLE OF CONTENTS


	Page
Shareholder Letter		1
Fund Performance Overview
TDX Independence 2010 Exchange-Traded Fund		2
TDX Independence 2020 Exchange-Traded Fund		4
TDX Independence 2030 Exchange-Traded Fund		6
TDX Independence 2040 Exchange-Traded Fund		8
TDX Independence In-Target Exchange-Traded Fund		10
Fees and Expenses		12
Schedule of Investments
TDX Independence 2010 Exchange-Traded Fund		13
TDX Independence 2020 Exchange-Traded Fund		18
TDX Independence 2030 Exchange-Traded Fund		24
TDX Independence 2040 Exchange-Traded Fund		30
TDX Independence In-Target Exchange-Traded Fund		36
Statements of Assets and Liabilities		42
Statements of Operations		44
Statements of Changes in Net Assets		46
Financial Highlights		49
Notes to Financial Statements		52
Board Considerations in Approval of Investment Advisory Contracts		60
Proxy Results		64
Additional Information		66

TO OUR SHAREHOLDERS:

We are pleased to present this Semi-Annual Report for TDX Independence Funds, Inc., which covers the six-month period ending November 30, 2010.

As announced on June 30, 2010, Deutsche Bank AG acquired XShares Advisors, LLC, the investment advisor to the Funds and re-branded the investment advisor as DBX Strategic Advisors LLC. The acquisition has not yet and is not expected to result in any material changes to the Funds’ investment strategies, day-to-day management of the Funds or the Funds’ fees and expenses. In anticipation of the acquisition, at an in-person meeting of the Board of Directors of the Funds held on June 29, the Board approved various agreements including the permanent advisory agreements. These agreements were approved at a joint special meeting of shareholders held on October 20.

We believe that these Funds provide convenience and clarity for investors seeking a sophisticated product in one simple investment. Over the past six months the Funds have continued to highlight the benefits of target-date investing. During the six months covered in this report, the TDX Independence 2040 ETF and the TDX Independence 2030 ETF, which have the greatest percentage allocations to equities, benefitted from strong performance in domestic and international equity markets and experienced returns based on changes in its net asset value (“NAV”) of 10.64% and 9.79%, respectively.* The TDX Independence 2020 ETF, with a more balanced allocation between equity and fixed income securities, experienced a NAV return of 8.41%*. For investors with a shorter investment horizon, the TDX Independence 2010 ETF and the TDX Independence In-Target ETF, which allocate a large percentage of assets to less volatile fixed-income securities, experienced NAV returns of 3.27% and 3.23%, respectively.*

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

Very truly yours,

LOGO

Hans Ephraimson

President

* Performance quoted represents past performance and does not guarantee future results. Current performance may be higher or lower than the performance quoted. See pages 2-11 of this report for additional performance information, including performance data based on market value. Performance data current to the most recent month end may be obtained by visiting www.dbxstrategicadvisors.db.com. Investment in the Funds poses investment risk including the possible loss of principal. The investment return and principal value of an investment will fluctuate, so that shares, when sold or redeemed, may be worth more or less than their original cost. (For specific performance results, please refer to the Fund Performance Section on the following pages of this report).

TDX Independence Funds, Inc.

PERFORMANCE SUMMARY

TDX Independence 2010 Exchange-Traded Fund (TDD)

The TDX Independence 2010 Exchange-Traded Fund commenced investment operations and its shares began trading on NYSE Arca, Inc. (“NYSE Arca”) on October 1, 2007. The Fund seeks to track the performance, before fees and expenses, of the Zacks 2010 Lifecycle Index.

The Zacks 2010 Lifecycle Index is an index consisting of securities from three broad asset classes: international equities, domestic equities, and fixed income that is designed to represent a diversified portfolio of securities. The Underlying Index automatically rebalances annually, or quarterly when necessary, along a “glidepath” designed to prudently maximize capital appreciation at its target date. “Glidepath” refers to the Underlying Index’s asset allocation strategy over time. Upon reaching the target date, the index will have shifted to its most conservative allocation. Over the next five years, allocations shift from conservative to moderately conservative, allowing for a larger exposure to equities than at the target date.

The fund invests in a representative sample of securities included in the index that collectively has an investment profile similar to the index and therefore may or may not hold all of the securities in the index. For the six-month period ended November 30, 2010, the total return for the Fund based on changes in its net asset value was 3.27%, while the total return for the index was 3.57%.

Performance as of 11/30/10


Average Annual Total Return
	Net Asset Value	Market Price	Zacks 2010 Lifecycle Index	Dow Jones Target 2010 Index
One Year	3.31%	0.07%	3.61%	7.08%
Since Inception¹	0.40%	-0.42%	0.54%	3.39%

Cumulative Total Return
	Net Asset Value	Market Price	Zacks 2010 Lifecycle Index	Dow Jones Target 2010 Index
Six Month	3.27%	0.86%	3.57%	6.73%
One Year	3.31%	0.07%	3.61%	7.08%
Since Inception¹	1.28%	-1.31%	1.71%	11.13%

¹Total returns are calculated based on the commencement of trading, 10/1/07 (“Inception”).

Performance quoted represents past performance and does not guarantee future results. Current performance may be higher or lower than the performance quoted. Performance data current to the most recent month end may be obtained by visiting www.dbxstrategicadvisors.db.com. Investment in the fund poses investment risk including possible loss of principal. The investment return and principal value of an investment will fluctuate, so that shares, when sold or redeemed, may be worth more or less than their original cost. The gross expense ratio for the fiscal year ended May 31, 2010, as disclosed in the most recent prospectus dated September 28, 2010, was 2.10%. DBX Strategic Advisors LLC, the advisor to the Fund, has agreed to cap its fees and/or pay certain Fund operating expenses in order to limit Fund net annual operating expenses for shares of the Fund to 0.65% of the Fund’s average net assets until 9/30/11.

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

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

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

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

Asset Class Breakdown* as of 11/30/10

LOGO

* Weightings are expressed as a percentage of total investments and may change over time.

TDX Independence Funds, Inc.

PERFORMANCE SUMMARY (CONTINUED)

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

Top Ten Holdings²as of 11/30/10



Top Ten Equity Holdings

Description	Shares		Value		% of Net Assets
Exxon Mobil Corp.		794		$55,230		0.4%
Apple, Inc.		150		46,673		0.3%
Microsoft Corp.		1,317		33,202		0.2%
Berkshire Hathaway, Inc., Class B		409		32,589		0.2%
Wal-Mart Stores, Inc.		551		29,803		0.2%
International Business Machines Corp.		199		28,151		0.2%
Google, Inc., Class A		49		27,230		0.2%
Procter & Gamble (The) Co.		442		26,993		0.2%
Johnson & Johnson		436		26,836		0.2%
Chevron Corp.		325		26,315		0.2%


Top Ten Fixed Income Holdings

Description	Principal Amount		Value		% of Net Assets
U.S. Treasury Bond/Note, 4.50%, 2/28/11		$1,663,700		$1,681,507		11.7%
U.S. Treasury Bond/Note, 4.75%, 5/15/14		955,200		1,081,615		7.5%
U.S. Treasury Bond/Note, 1.38%, 4/15/12		954,900		968,552		6.7%
U.S. Treasury Bond/Note, 1.38%, 2/15/13		862,200		878,434		6.1%
U.S. Treasury Bond/Note, 1.75%, 11/15/11		733,800		743,947		5.2%
U.S. Treasury Bond/Note, 2.38%, 2/28/15		689,700		723,645		5.0%
U.S. Treasury Bond/Note, 3.38%, 7/31/13		614,900		660,489		4.6%
Fed. Home Loan Mort. Corp., 3.25%, 2/25/11		539,000		542,737		3.8%
U.S. Treasury Bond/Note, 0.88%, 5/31/11		416,100		417,514		2.9%
Fed. Home Loan Mort. Corp., 4.50%, 1/15/13		373,000		403,375		2.8%

² Holdings are subject to change without notice and there is no guarantee that the Fund will remain invested in any particular security. For a complete list of holdings go to www.dbxstrategicadvisors.db.com.

Sector Breakdown* as of 11/30/10

LOGO

* Weightings are expressed as a percentage of total investments and may change over time. The sector classifications used above are based on company classifications under Bloomberg industry name.

TDX Independence Funds, Inc.

PERFORMANCE SUMMARY

TDX Independence 2020 Exchange-Traded Fund (TDH)

The TDX Independence 2020 Exchange-Traded Fund commenced investment operations and its shares began trading on NYSE Arca, Inc. (“NYSE Arca”) on October 1, 2007. The Fund seeks to track the performance, before fees and expenses, of the Zacks 2020 Lifecycle Index.

The Zacks 2020 Lifecycle Index is an index consisting of securities from three broad asset classes: international equities, domestic equities, and fixed income that is designed to represent a diversified portfolio of securities. The Underlying Index automatically rebalances annually, or quarterly when necessary, along a “glidepath” designed to prudently maximize capital appreciation at its target date. “Glidepath” refers to the Underlying Index’s asset allocation strategy over time. Gradually, the Underlying Index’s allocation among the different classes of securities will adjust from a more aggressive allocation (emphasizing greater equity exposure) to a more conservative allocation (emphasizing greater fixed income exposure) as the target date approaches. After the target date, allocations shift from conservative to more moderately conservative allocations, allowing for a larger exposure to equities than at the target date.

The fund invests in a representative sample of securities included in the index that collectively has an investment profile similar to the index and therefore may or may not hold all of the securities in the index. For the six-month period ended November 30, 2010, the total return for the Fund based on changes in its net asset value was 8.41%, while the total return for the index was 8.73%.

Performance as of 11/30/10


Average Annual Total Return
	Net Asset Value	Market Price	Zacks 2020 Lifecycle Index	Dow Jones Target 2020 Index
One Year	7.03%	9.43%	7.35%	9.65%
Since Inception¹	-2.19%	-2.22%	-2.08%	0.45%

Cumulative Total Return
	Net Asset Value	Market Price	Zacks 2020 Lifecycle Index	Dow Jones Target 2020 Index
Six Month	8.41%	10.26%	8.73%	8.32%
One Year	7.03%	9.43%	7.35%	9.65%
Since Inception¹	-6.77%	-6.87%	-6.44%	1.45%

¹ Total returns are calculated based on the commencement of trading, 10/1/07 (“Inception”).

Performance quoted represents past performance and does not guarantee future results. Current performance may be higher or lower than the performance quoted. Performance data current to the most recent month end may be obtained by visiting www.dbxstrategicadvisors.db.com. Investment in the fund poses investment risk including possible loss of principal. The investment return and principal value of an investment will fluctuate, so that shares, when sold or redeemed, may be worth more or less than their original cost. The gross expense ratio for the fiscal year ended May 31, 2010, as disclosed in the most recent prospectus dated September 28, 2010, was 1.90%. DBX Strategic Advisors LLC, the advisor to the Fund, has agreed to cap its fees and/or pay certain Fund operating expenses in order to limit Fund net annual operating expenses for shares of the Fund to 0.65% of the Fund’s average net assets until 9/30/11.

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

Asset Class Breakdown* as of 11/30/10

LOGO

* Weightings are expressed as a percentage of total investments and may change over time.

TDX Independence Funds, Inc.

PERFORMANCE SUMMARY (CONTINUED)

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

Top Ten Holdings² as of 11/30/10



Top Ten Equity Holdings

Description	Shares		Value		% of Net Assets
Exxon Mobil Corp.		9,137		$635,569		1.6%
Apple, Inc.		1,674		520,865		1.3%
Berkshire Hathaway, Inc., Class B		4,694		374,018		0.9%
Microsoft Corp.		14,753		371,923		0.9%
Wal-Mart Stores, Inc.		6,610		357,534		0.9%
International Business Machines Corp.		2,318		327,905		0.8%
Johnson & Johnson		5,188		319,320		0.8%
Procter & Gamble (The) Co.		5,173		315,915		0.8%
General Electric Co.		19,186		303,715		0.8%
Google, Inc., Class A		545		302,862		0.8%


Top Ten Fixed Income Holdings

Description	Principal Amount		Value		% of Net Assets
U.S. Treasury Bond/Note, 4.75%, 5/15/14		$1,155,000		$1,307,857		3.2%
U.S. Treasury Bond/Note, 8.13%, 8/15/19		566,100		818,457		2.0%
European Investment Bank, 4.63%, 5/15/14		704,000		784,789		1.9%
U.S. Treasury Bond/Note, 3.13%, 1/31/17		729,000		781,966		1.9%
U.S. Treasury Bond/Note, 2.50%, 3/31/15		724,500		764,178		1.9%
General Electric Co., 5.25%, 12/06/17		584,000		640,013		1.6%
Fed. Natl. Mort. Assoc., 5.00%, 5/11/17		546,000		634,943		1.6%
U.S. Treasury Bond/Note, 6.25%, 5/15/30		499,300		604,238		1.5%
Goldman Sachs Group (The), Inc., 5.00%, 10/01/14		517,000		557,840		1.4%
U.S. Treasury Bond/Note, 3.63%, 2/15/20		478,000		516,576		1.3%

Sector Breakdown* as of 11/30/10

* Weightings are expressed as a percentage of total investments and may change over time. The sector classifications used above are based on company classifications under Bloomberg industry name.

TDX Independence Funds, Inc.

PERFORMANCE SUMMARY

TDX Independence 2030 Exchange-Traded Fund (TDN)

The TDX Independence 2030 Exchange-Traded Fund commenced investment operations and its shares began trading on NYSE Arca, Inc. (“NYSE Arca”) on October 1, 2007. The Fund seeks to track the performance, before fees and expenses, of the Zacks 2030 Lifecycle Index.

The Zacks 2030 Lifecycle Index is an index consisting of securities from three broad asset classes: international equities, domestic equities, and fixed income that is designed to represent a diversified portfolio of securities. The Underlying Index automatically rebalances annually, or quarterly when necessary, along a “glidepath” designed to prudently maximize capital appreciation at its target date. “Glidepath” refers to the Underlying Index’s asset allocation strategy over time. Gradually, the Underlying Index’s allocation among the different classes of securities will adjust from a more aggressive allocation (emphasizing greater equity exposure) to a more conservative allocation (emphasizing greater fixed income exposure) as the target date approaches. After the target date, allocations shift from conservative to more moderately conservative allocations, allowing for a larger exposure to equities than at the target date.

The fund invests in a representative sample of securities included in the index that collectively has an investment profile similar to the index and therefore may or may not hold all of the securities in the index. For the six-month period ended November 30, 2010, the total return for the Fund based on changes in its net asset value was 9.79%, while the total return for the index was 10.15%.

Performance as of 11/30/10


Average Annual Total Return
	Net Asset Value	Market Price	Zacks 2030 Lifecycle Index	Dow Jones Target 2030 Index
One Year	7.42%	7.18%	7.77%	12.61%
Since Inception¹	-6.20%	-6.37%	-6.08%	-1.79%

Cumulative Total Return
	Net Asset Value	Market Price	Zacks 2030 Lifecycle Index	Dow Jones Target 2030 Index
Six Month	9.79%	12.44%	10.15%	10.24%
One Year	7.42%	7.18%	7.77%	12.61%
Since Inception¹	-18.33%	-18.83%	-18.01%	-5.55%

¹ Total returns are calculated based on the commencement of trading, 10/1/07 (“Inception”).

Performance quoted represents past performance and does not guarantee future results. Current performance may be higher or lower than the performance quoted. Performance data current to the most recent month end may be obtained by visiting www.dbxstrategicadvisors.db.com. Investment in the fund poses investment risk including possible loss of principal. The investment return and principal value of an investment will fluctuate, so that shares, when sold or redeemed, may be worth more or less than their original cost. The gross expense ratio for the fiscal year ended May 31, 2010, as disclosed in the most recent prospectus dated September 28, 2010, was 1.95%. DBX Strategic Advisors LLC, the advisor to the Fund, has agreed to cap its fees and/or pay certain Fund operating expenses in order to limit Fund net annual operating expenses for shares of the Fund to 0.65% of the Fund’s average net assets until 9/30/11.

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

Asset Class Breakdown* as of 11/30/10

LOGO

* Weightings are expressed as a percentage of total investments and may change over time.

TDX Independence Funds, Inc.

PERFORMANCE SUMMARY (CONTINUED)

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

Top Ten Holdings² as of 11/30/10



Top Ten Equity Holdings

Description	Shares		Value		% of Net Assets
Exxon Mobil Corp.		11,181		$777,749		2.2%
Apple, Inc.		2,029		631,324		1.8%
Berkshire Hathaway, Inc., Class B		5,738		457,205		1.3%
Microsoft Corp.		17,989		453,502		1.3%
Wal-Mart Stores, Inc.		8,013		433,423		1.2%
International Business Machines Corp.		2,800		396,088		1.1%
Johnson & Johnson		6,300		387,765		1.1%
Procter & Gamble (The) Co.		6,333		386,756		1.1%
Google, Inc., Class A		669		371,770		1.0%
General Electric Co.		23,428		370,866		1.0%


Top Ten Fixed Income Holdings

Description	Principal Amount		Value		% of Net Assets
U.S. Treasury Bond/Note, 4.38%, 2/15/38		$342,200		$360,700		1.0%
U.S. Treasury Bond/Note, 7.50%, 11/15/16		171,300		226,839		0.6%
Verizon Global Funding Corp., 7.75%, 12/01/30		140,000		178,336		0.5%
General Electric Capital Corp., Series A, MTN, 6.75%, 3/15/32		153,000		167,353		0.5%
MidAmerican Energy Holdings Co., 6.13%, 4/01/36		150,000		167,151		0.5%
U.S. Treasury Bond/Note, 1.75%, 11/15/11		157,000		159,171		0.4%
ConocoPhillips, 5.90%, 10/15/32		132,000		148,912		0.4%
Citigroup, Inc., 8.13%, 7/15/39		122,000		148,796		0.4%
U.S. Treasury Bond/Note, 8.13%, 8/15/19		100,000		144,578		0.4%
Wal-Mart Stores, Inc., 6.50%, 8/15/37		120,000		144,443		0.4%

Sector Breakdown* as of 11/30/10

* Weightings are expressed as a percentage of total investments and may change over time. The sector classifications used above are based on company classifications under Bloomberg industry name.

TDX Independence Funds, Inc.

PERFORMANCE SUMMARY

TDX Independence 2040 Exchange-Traded Fund (TDV)

The TDX Independence 2040 Exchange-Traded Fund commenced investment operations and its shares began trading on NYSE Arca, Inc. (“NYSE Arca”) on October 1, 2007. The Fund seeks to track the performance, before fees and expenses, of the Zacks 2040 Lifecycle Index.

The Zacks 2040 Lifecycle Index is an index consisting of securities from three broad asset classes: international equities, domestic equities, and fixed income that is designed to represent a diversified portfolio of securities. The Underlying Index automatically rebalances annually, or quarterly when necessary, along a “glidepath” designed to prudently maximize capital appreciation at its target date. “Glidepath” refers to the Underlying Index’s asset allocation strategy over time. Gradually, the Underlying Index’s allocation among the different classes of securities will adjust from a more aggressive allocation (emphasizing greater equity exposure) to a more conservative allocation (emphasizing greater fixed income exposure) as the target date approaches. After the target date, allocations shift from conservative to more moderately conservative allocations, allowing for a larger exposure to equities than at the target date.

The fund invests in a representative sample of securities included in the index that collectively has an investment profile similar to the index and therefore may or may not hold all of the securities in the index. For the six-month period ended November 30, 2010, the total return for the Fund based on changes in its net asset value was 10.64%, while the total return for the index was 10.80%.

Performance as of 11/30/10


Average Annual Total Return
	Net Asset Value	Market Price	Zacks 2040 Lifecycle Index	Dow Jones Target 2040 Index
One Year	7.62%	6.06%	7.78%	14.36%
Since Inception¹	-7.30%	-7.69%	-7.23%	-2.91%

Cumulative Total Return
	Net Asset Value	Market Price	Zacks 2040 Lifecycle Index	Dow Jones Target 2040 Index
Six Month	10.64%	12.32%	10.80%	11.42%
One Year	7.62%	6.06%	7.78%	14.36%
Since Inception¹	-21.32%	-22.39%	-21.17%	-8.92%

¹ Total returns are calculated based on the commencement of trading, 10/1/07 (“Inception”).

Performance quoted represents past performance and does not guarantee future results. Current performance may be higher or lower than the performance quoted. Performance data current to the most recent month end may be obtained by visiting www.dbxstrategicadvisors.db.com. Investment in the fund poses investment risk including possible loss of principal. The investment return and principal value of an investment will fluctuate, so that shares, when sold or redeemed, may be worth more or less than their original cost. The gross expense ratio for the fiscal year ended May 31, 2010, as disclosed in the most recent prospectus dated September 28, 2010, was 1.97%. DBX Strategic Advisors LLC, the advisor to the Fund, has agreed to cap its fees and/or pay certain Fund operating expenses in order to limit Fund net annual operating expenses for shares of the Fund to 0.65% of the Fund’s average net assets until 9/30/11.

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

Asset Class Breakdown* as of 11/30/10

LOGO

* Weightings are expressed as a percentage of total investments and may change over time.

TDX Independence Funds, Inc.

PERFORMANCE SUMMARY (CONTINUED)

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

Top Ten Holdings² as of 11/30/10



Top Ten Equity Holdings

Description	Shares		Value		% of Net Assets
Exxon Mobil Corp.		11,139		$774,829		2.5%
Apple, Inc.		2,076		645,947		2.1%
Berkshire Hathaway, Inc., Class B		5,665		451,387		1.5%
Microsoft Corp.		17,728		446,924		1.4%
Wal-Mart Stores, Inc.		8,025		434,072		1.4%
International Business Machines Corp.		2,872		406,274		1.3%
Johnson & Johnson		6,584		405,246		1.3%
Procter & Gamble (The) Co.		6,428		392,558		1.3%
General Electric Co.		23,120		365,990		1.2%
Google, Inc., Class A		655		363,990		1.2%


Top Ten Fixed Income Holdings

Description	Principal Amount		Value		% of Net Assets
U.S. Treasury Bond/Note, 4.38%, 5/15/40		$115,500		$121,004		0.4%
U.S. Treasury Bond/Note, 8.13%, 8/15/19		75,200		108,723		0.4%
U.S. Treasury Bond/Note, 7.63%, 2/15/25		62,700		92,904		0.3%
Fed. Home Loan Mort. Corp., 6.25%, 7/15/32		39,000		50,145		0.2%
U.S. Treasury Bond/Note, 3.63%, 2/15/20		39,900		43,120		0.1%
U.S. Treasury Bond/Note, 4.38%, 2/15/38		40,800		43,006		0.1%
MidAmerican Energy Holdings Co., 6.13%, 4/01/36		31,000		34,544		0.1%
U.S. Treasury Bond/Note, 6.25%, 5/15/30		25,400		34,159		0.1%
ConocoPhillips, 5.90%, 10/15/32		30,000		33,845		0.1%
BellSouth Corp., 6.00%, 11/15/34		33,000		33,722		0.1%

Sector Breakdown* as of 11/30/10

* Weightings are expressed as a percentage of total investments and may change over time. The sector classifications used above are based on company classifications under Bloomberg industry name.

TDX Independence Funds, Inc.

PERFORMANCE SUMMARY

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

The TDX Independence In-Target Exchange-Traded Fund commenced investment operations and its shares began trading on NYSE Arca, Inc. (“NYSE Arca”) on October 1, 2007. The Fund seeks to track the performance, before fees and expenses, of the Zacks In-Target Lifecycle Index.

The Zacks In-Target Lifecycle Index is an index consisting of securities from three broad asset classes: international equities, domestic equities, and fixed income that is designed to represent a diversified portfolio of securities. The Underlying Index automatically rebalances annually, or quarterly when necessary, along a “glidepath” designed to prudently maximize capital appreciation at its target date. “Glidepath” refers to the Underlying Index’s asset allocation strategy over time. At inception, the index was assumed to be at its target date. Until 2012, the index will continue its shift from a conservative allocation to a moderately-conservative allocation, allowing for a larger exposure to equities.

The fund invests in a representative sample of securities included in the index that collectively has an investment profile similar to the index and therefore may or may not hold all of the securities in the index. For the six-month period ended November 30, 2010, the total return for the Fund based on changes in its net asset value was 3.23%, while the total return for the index was 3.28%.

Performance as of 11/30/10


Average Annual Total Return
	Net Asset Value	Market Price	Zacks In-Target Lifecycle Index	Dow Jones Target Today Index
One Year	2.75%	1.86%	2.80%	5.90%
Since Inception¹	2.41%	1.36%	2.42%	5.02%

Cumulative Total Return
	Net Asset Value	Market Price	Zacks In-Target Lifecycle Index	Dow Jones Target Today Index
Six Month	3.23%	1.84%	3.28%	6.03%
One Year	2.75%	1.86%	2.80%	5.90%
Since Inception¹	7.82%	4.36%	7.85%	16.79%

¹ Total returns are calculated based on the commencement of trading, 10/1/07 (“Inception”).

Performance quoted represents past performance and does not guarantee future results. Current performance may be higher or lower than the performance quoted. Performance data current to the most recent month end may be obtained by visiting www.dbxstrategicadvisors.db.com. Investment in the fund poses investment risk including possible loss of principal. The investment return and principal value of an investment will fluctuate, so that shares, when sold or redeemed, may be worth more or less than their original cost. The gross expense ratio for the fiscal year ended May 31, 2010, as disclosed in the most recent prospectus dated September 28, 2010, was 2.06%. DBX Strategic Advisors LLC, the advisor to the Fund, has agreed to cap its fees and/or pay certain Fund operating expenses in order to limit Fund net annual operating expenses for shares of the Fund to 0.65% of the Fund’s average net assets until 9/30/11.

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

Asset Class Breakdown* as of 11/30/10

LOGO

* Weightings are expressed as a percentage of total investments and may change over time.

TDX Independence Funds, Inc.

PERFORMANCE SUMMARY (CONTINUED)

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

Top Ten Holdings² as of 11/30/10



Top Ten Equity Holdings

Description	Shares		Value		% of Net Assets
Exxon Mobil Corp.		1,531		$106,497		0.7%
Apple, Inc.		252		78,409		0.5%
Microsoft Corp.		2,502		63,076		0.4%
Berkshire Hathaway, Inc., Class B		778		61,991		0.4%
Wal-Mart Stores, Inc.		1,075		58,147		0.4%
International Business Machines Corp.		375		53,047		0.3%
Procter & Gamble (The) Co.		845		51,604		0.3%
Johnson & Johnson		836		51,455		0.3%
General Electric Co.		3,193		50,545		0.3%
AT&T, Inc.		1,796		49,911		0.3%


Top Ten Fixed Income Holdings

Description	Principal Amount		Value		% of Net Assets
U.S. Treasury Bond/Note, 4.88%, 7/31/11		$1,056,700		$1,089,309		7.0%
U.S. Treasury Bond/Note, 5.00%, 2/15/11		888,200		897,151		5.8%
U.S. Treasury Bond/Note, 4.25%, 9/30/12		786,900		842,014		5.4%
U.S. Treasury Bond/Note, 4.88%, 5/31/11		811,700		830,534		5.3%
U.S. Treasury Bond/Note, 4.88%, 4/30/11		731,200		745,424		4.8%
U.S. Treasury Bond/Note, 4.75%, 5/15/14		657,500		744,516		4.8%
U.S. Treasury Bond/Note, 2.88%, 1/31/13		635,500		668,715		4.3%
U.S. Treasury Bond/Note, 3.63%, 12/31/12		576,300		614,390		4.0%
U.S. Treasury Bond/Note, 4.50%, 11/30/11		550,800		573,822		3.7%
U.S. Treasury Bond/Note, 4.63%, 2/29/12		513,300		540,730		3.5%

Sector Breakdown* as of 11/30/10

* Weightings are expressed as a percentage of total investments and may change over time. The sector classifications used above are based on company classifications under Bloomberg industry name.

TDX Independence Funds, Inc.

FEES AND EXPENSES (UNAUDITED)

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

The example is based on an investment of $1,000 invested at the beginning of the period and held through the six month period ended November 30, 2010.

ACTUAL EXPENSES

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

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

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

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


	Beginning Account Value June 1, 2010		Ending Account Value November 30, 2010		Annualized Expense Ratio⁽¹⁾ based on the number of days in the period			Expenses Paid During the Period⁽²⁾ June 1, 2010 to November 30, 2010
TDX Independence 2010 Exchange-Traded Fund
Actual	$	1,000.00	$	1,032.70		0.65	%	$	3.31
Hypothetical (5% return before expenses)	$	1,000.00	$	1,021.81		0.65	%	$	3.29
TDX Independence 2020 Exchange-Traded Fund
Actual	$	1,000.00	$	1,084.10		0.65	%	$	3.40
Hypothetical (5% return before expenses)	$	1,000.00	$	1,021.81		0.65	%	$	3.29
TDX Independence 2030 Exchange-Traded Fund
Actual	$	1,000.00	$	1,097.91		0.65	%	$	3.42
Hypothetical (5% return before expenses)	$	1,000.00	$	1,021.81		0.65	%	$	3.29
TDX Independence 2040 Exchange-Traded Fund
Actual	$	1,000.00	$	1,106.41		0.65	%	$	3.43
Hypothetical (5% return before expenses)	$	1,000.00	$	1,021.81		0.65	%	$	3.29
TDX Independence In-Target Exchange-Traded Fund
Actual	$	1,000.00	$	1,032.31		0.65	%	$	3.31
Hypothetical (5% return before expenses)	$	1,000.00	$	1,021.81		0.65	%	$	3.29

(1) DBX Strategic Advisors LLC (the “Advisor”), has contractually agreed to reduce its fees and/or pay Fund operating expenses (excluding, among other things, acquired fund fees and expenses, interest, taxes and extraordinary expenses) in order to limit each Fund’s net annual operating expenses for shares of each Fund to 0.65% of the Fund’s average net assets (the “Expense Cap”). The Expense Cap will remain in effect until September 30, 2011. The Advisor is permitted to be reimbursed for fee reductions and/or expense payments made in the prior three fiscal years. This reimbursement may be paid to the Advisor if the aggregate amount actually paid by a Fund toward operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the Expense Cap. Ratios would have been higher if fees were not reduced by the Advisor.

(2) Expenses are calculated using the annualized expense ratio, which represents the ongoing expenses as a percentage of net assets for the period June 1, 2010 to November 30, 2010. Expenses are calculated by multiplying the Fund’s annualized expense ratio by the average account value for the period; then multiplying the result by 183 days and then dividing the result by 365.

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS

TDX INDEPENDENCE 2010 EXCHANGE-TRADED FUND

November 30, 2010 (Unaudited)


	Number of Shares		Value

COMMON STOCKS — 14.5%
Basic Materials — 1.0%
Air Liquide S.A. (France)		41	$	4,814
Allied Nevada Gold Corp.*		150		4,011
Anglo American PLC (United Kingdom)		208		9,136
ArcelorMittal (Luxembourg)		132		4,173
BASF SE (Germany)		136		10,179
Bayer AG (Germany)		130		9,468
BHP Billiton Ltd. (Australia)		289		11,846
BHP Billiton PLC (United Kingdom)		337		11,992
Buckeye Technologies, Inc.		150		2,988
Coeur d’Alene Mines Corp.*		75		1,826
Dow Chemical (The) Co.		174		5,425
E.I. du Pont de Nemours & Co.		105		4,934
Freeport-McMoRan Copper & Gold, Inc.		75		7,599
Metals USA Holdings Corp.*		150		2,045
Newmont Mining Corp.		70		4,118
Potlatch Corp. REIT		12		380
Rio Tinto PLC (United Kingdom)		199		12,644
Rockwood Holdings, Inc.*		82		3,130
Sensient Technologies Corp.		31		1,053
Sherwin-Williams (The) Co.		75		5,563
Solutia, Inc.*		150		3,207
Syngenta AG (Switzerland)		17		4,742
Vulcan Materials Co.		150		6,018
Weyerhaeuser Co.		558		9,312

				140,603

Communications — 1.6%
Acme Packet, Inc.*		75		3,674
ADTRAN, Inc.		75		2,336
Anixter International, Inc.		8		447
Arris Group, Inc.*		119		1,191
AT&T, Inc.		945		26,262
Calix, Inc.*		150		1,916
Cisco Systems, Inc.*		848		16,247
Comcast Corp., Class A		460		9,200
Corning, Inc.		233		4,114
Deutsche Telekom AG (Germany)		434		5,574
Digital River, Inc.*		82		3,019
Discovery Communications, Inc., Class A*		225		9,176
eResearch Technology, Inc.*		193		1,083
France Telecom S.A. (France)		295		5,991
Google, Inc., Class A*		49		27,230
GSI Commerce, Inc.*		75		1,789
Limelight Networks, Inc.*		375		2,663
News Corp., Class A		247		3,369
Nokia Corp. (Finland)		549		5,084
NTT DoCoMo, Inc. (Japan)		2		3,242
Orbitz Worldwide, Inc.*		450		2,457
Rackspace Hosting, Inc.*		124		3,617
Symantec Corp.*		675		11,340
Telefonaktiebolaget LM Ericsson, Class B (Sweden)		427		4,405
Telefonica S.A. (Spain)		238		5,078
Thomson Reuters Corp. (Canada)		150		5,454
TIBCO Software, Inc.*		219		4,301
Time Warner, Inc.		184		5,426


	Number of Shares		Value

Communications (Continued)
Verizon Communications, Inc.		443	$	14,180
Vivendi (France)		193		4,722
Vodafone Group PLC (United Kingdom)		4,388		10,985
Walt Disney (The) Co.		277		10,113
Windstream Corp.		375		4,890
Yahoo!, Inc.*		207		3,264

				223,839

Consumer, Cyclical — 1.6%
Alaska Air Group, Inc.*		75		4,125
Buckle (The), Inc.		32		1,221
Callaway Golf Co.		300		2,298
Carter’s, Inc.*		119		3,768
Casey’s General Stores, Inc.		105		4,173
Cinemark Holdings, Inc.		100		1,755
Coach, Inc.		300		16,961
Columbia Sportswear Co.		76		4,229
CVS Caremark Corp.		190		5,890
Daimler AG (Germany)*		126		8,180
Dana Holding Corp.*		150		2,267
Deckers Outdoor Corp.*		75		5,768
Dillard’s, Inc., Class A		75		2,339
Dollar General Corp.*		300		9,852
Dress Barn (The), Inc.*		150		3,705
Exide Technologies*		300		2,454
Ford Motor Co.*		447		7,125
G&K Services, Inc., Class A		75		2,081
Hennes & Mauritz AB, Class B (Sweden)		153		5,164
Honda Motor Co. Ltd. (Japan)		46		1,653
JetBlue Airways Corp.*		352		2,390
Johnson Controls, Inc.		75		2,733
Jones Group (The), Inc.		150		2,031
K-Swiss, Inc., Class A*		150		1,878
La-Z-Boy, Inc.*		225		1,694
Liz Claiborne, Inc.*		450		3,290
Lowe’s Cos., Inc.		225		5,108
McDonald’s Corp.		165		12,919
Mitsubishi Corp. (Japan)		241		6,087
Mitsui & Co. Ltd. (Japan)		300		4,681
Nike, Inc., Class B		75		6,459
Nintendo Co. Ltd. (Japan)		15		4,070
Nissan Motor Co. Ltd. (Japan)		386		3,617
Nu Skin Enterprises, Inc., Class A		75		2,371
Owens & Minor, Inc.		67		1,893
Panasonic Corp. (Japan)		333		4,786
Retail Ventures, Inc.*		225		3,690
Skechers U.S.A., Inc., Class A*		75		1,732
Sony Corp. (Japan)		181		6,420
Toyota Motor Corp. (Japan)		199		7,649
Under Armour, Inc., Class A*		75		4,330
US Airways Group, Inc.*		150		1,674
Vail Resorts, Inc.*		82		3,713
Walgreen Co.		150		5,228
Wal-Mart Stores, Inc.		551		29,803
Warnaco Group (The), Inc.*		26		1,400
Watsco, Inc.		66		3,978
World Fuel Services Corp.		64		1,926

				232,558


See Notes to Financial Statements.		13

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS (CONTINUED)

TDX INDEPENDENCE 2010 EXCHANGE-TRADED FUND (Continued)

November 30, 2010 (Unaudited)


	Number of Shares		Value

Consumer, Non-cyclical — 2.7%
Abbott Laboratories		224	$	10,418
Accuray, Inc.*		300		1,794
Aetna, Inc.		375		11,107
Alcon, Inc. (Switzerland)		45		7,075
Amedisys, Inc.*		75		2,129
American Medical Systems Holdings, Inc.*		75		1,345
American Reprographics Co.*		225		1,582
AMERIGROUP Corp.*		42		1,807
Amgen, Inc.*		150		7,904
Anheuser-Busch InBev NV (Belgium)		100		5,458
AstraZeneca PLC (United Kingdom)		202		9,423
British American Tobacco PLC (United Kingdom)		268		9,727
Bruker Corp.*		178		2,745
Catalyst Health Solutions, Inc.*		32		1,373
CBIZ, Inc.*		300		1,806
Coca-Cola (The) Co.		371		23,436
Diageo PLC (United Kingdom)		357		6,360
Ennis, Inc.		75		1,280
GlaxoSmithKline PLC (United Kingdom)		301		5,681
HEALTHSOUTH Corp.*		150		2,700
Heidrick & Struggles International, Inc.		166		3,448
Hospira, Inc.*		150		8,439
Johnson & Johnson		436		26,836
Kraft Foods, Inc., Class A		228		6,897
Live Nation Entertainment, Inc.*		225		2,421
Magellan Health Services, Inc.*		11		536
Masimo Corp.		150		4,629
Medifast, Inc.*		75		1,827
Merck & Co., Inc.		525		18,097
Molson Coors Brewing Co., Class B		130		6,195
Nestle S.A. (Switzerland)		325		17,788
Novartis AG (Switzerland)		202		10,792
Novo Nordisk A/S, Class B (Denmark)		67		6,647
Pfizer, Inc.		1,283		20,900
Philip Morris International, Inc.		236		13,426
Procter & Gamble (The) Co.		442		26,993
Reckitt Benckiser Group PLC (United Kingdom)		77		4,077
Roche Holding AG (Switzerland)		50		6,913
Rollins, Inc.		121		3,269
Ruddick Corp.		37		1,360
Safeway, Inc.		362		8,321
Salix Pharmaceuticals Ltd.*		75		3,349
Sanofi-Aventis (France)		166		10,065
Sirona Dental Systems, Inc.*		64		2,419
SonoSite, Inc.*		75		2,279
Sotheby’s		75		3,008
STERIS Corp.		58		1,996
Takeda Pharmaceutical Co. Ltd. (Japan)		136		6,315
Tejon Ranch Co.*		75		1,814
Tesco PLC (United Kingdom)		1,167		7,530
Teva Pharmaceutical Industries Ltd. (Israel)		140		7,139
TreeHouse Foods, Inc.*		75		3,726
Unilever NV (Netherlands)		238		6,732
Unilever PLC (United Kingdom)		187		5,175


	Number of Shares		Value

Consumer, Non-cyclical (Continued)
UnitedHealth Group, Inc.		171	$	6,245
Visa, Inc., Class A		139		10,265
WellPoint, Inc.*		75		4,181

				397,199

Diversified — 0.0% (a)
LVMH Moet Hennessy Louis Vuitton S.A. (France)		41		6,236

Energy — 1.6%
American Oil & Gas, Inc.*		300		2,886
Berry Petroleum Co., Class A		60		2,287
BG Group PLC (United Kingdom)		548		9,913
Bill Barrett Corp.*		33		1,269
BP PLC (United Kingdom)		2,890		19,171
Brigham Exploration Co.*		150		3,773
Chevron Corp.		325		26,315
ConocoPhillips		188		11,312
Delek US Holdings, Inc.		225		1,602
Devon Energy Corp.		75		5,293
Dril-Quip, Inc.*		13		1,007
ENI S.p.A (Italy)		412		8,313
Exxon Mobil Corp.		794		55,230
Hornbeck Offshore Services, Inc.*		75		1,654
Occidental Petroleum Corp.		127		11,198
Peabody Energy Corp.		211		12,409
Royal Dutch Shell PLC, Class A (United Kingdom)		301		9,075
Royal Dutch Shell PLC, Class B (United Kingdom)		157		4,665
RPC, Inc.		75		2,198
Schlumberger Ltd. (Netherlands Antilles)		157		12,141
Southwestern Energy Co.*		43		1,557
Statoil ASA (Norway)		202		4,004
Total S.A. (France)		192		9,326
Williams (The) Cos., Inc.		525		11,975

				228,573

Financial — 2.8%
Alexander’s, Inc. REIT		11		4,240
Allianz SE (Germany)		70		7,700
American Campus Communities, Inc. REIT		111		3,490
American Capital Ltd.*		375		2,696
American Express Co.		150		6,483
Apollo Investment Corp.		225		2,376
Ashford Hospitality Trust, Inc. REIT*		225		2,115
Associated Estates Realty Corp. REIT		150		2,243
Australia & New Zealand Banking Group Ltd. (Australia)		278		6,042
Banco Bilbao Vizcaya Argentaria S.A. (Spain)		475		4,376
Banco Santander S.A. (Spain)		428		4,067
Bank of America Corp.		1,437		15,735
Barclays PLC (United Kingdom)		1,133		4,520
Berkshire Hathaway, Inc., Class B*		409		32,589
BioMed Realty Trust, Inc. REIT		150		2,645
BNP Paribas (France)		124		7,361
Boston Properties, Inc. REIT		120		10,055
CBL & Associates Properties, Inc. REIT		150		2,475
Charles Schwab (The) Corp.		168		2,525


See Notes to Financial Statements.		14

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS (CONTINUED)

TDX INDEPENDENCE 2010 EXCHANGE-TRADED FUND (Continued)

November 30, 2010 (Unaudited)


	Number of Shares		Value

Financial (Continued)
Citigroup, Inc.*		4,423	$	18,577
Commonwealth Bank of Australia (Australia)		193		8,936
Community Trust Bancorp, Inc.		75		2,063
Entertainment Properties Trust REIT		75		3,473
Equity One, Inc. REIT		109		1,887
Equity Residential REIT		75		3,749
Evercore Partners, Inc., Class A		75		2,264
FirstMerit Corp.		157		2,736
Franklin Resources, Inc.		31		3,537
Goldman Sachs Group (The), Inc.		58		9,056
Highwoods Properties, Inc. REIT		81		2,471
Home Properties, Inc. REIT		75		4,019
HSBC Holdings PLC (United Kingdom)		1,709		17,254
Investors Bancorp, Inc.*		150		1,838
JPMorgan Chase & Co.		571		21,344
Kilroy Realty Corp. REIT		75		2,559
LaSalle Hotel Properties REIT		75		1,785
M&T Bank Corp.		75		5,772
MFA Financial, Inc. REIT		238		1,940
Mid-America Apartment Communities, Inc. REIT		64		3,928
Mitsubishi UFJ Financial Group, Inc. (Japan)		1,793		8,476
Mizuho Financial Group, Inc. (Japan)		1,667		2,647
Muenchener Rueckversicherungs-Gesellschaft AG (Germany)		32		4,457
National Australia Bank Ltd. (Australia)		262		5,892
National Interstate Corp.		75		1,549
National Retail Properties, Inc. REIT		98		2,549
Nordea Bank AB (Sweden)		450		4,482
Northern Trust Corp.		211		10,613
OMEGA Healthcare Investors, Inc. REIT		97		2,048
Pebblebrook Hotel Trust REIT*		75		1,406
Platinum Underwriters Holdings Ltd. (Bermuda)		14		605
ProAssurance Corp.*		65		3,850
Prosperity Bancshares, Inc.		91		2,961
Signature Bank*		75		3,296
Simon Property Group, Inc. REIT		63		6,205
Societe Generale (France)		71		3,300
Standard Chartered PLC (United Kingdom)		288		7,764
Sumitomo Mitsui Financial Group, Inc. (Japan)		121		3,711
SVB Financial Group*		75		3,370
T. Rowe Price Group, Inc.		225		13,125
Travelers (The) Cos., Inc.		75		4,049
UBS AG (Switzerland)*		505		7,615
UMB Financial Corp.		77		2,872
UniCredit S.p.A (Italy)		2,261		4,388
Universal Health Realty Income Trust REIT		75		2,630
U.S. Bancorp		300		7,134
Washington Real Estate Investment Trust REIT		49		1,503
Webster Financial Corp.		75		1,238
Wells Fargo & Co.		807		21,957
Westpac Banking Corp. (Australia)		391		8,014
Zurich Financial Services AG (Switzerland)		23		5,153

				401,780

Industrial — 1.5%
AAON, Inc.		75		1,924


	Number of Shares		Value

Industrial (Continued)
ABB Ltd. (Switzerland)*		328	$	6,401
Acuity Brands, Inc.		75		4,040
Baldor Electric Co.		29		1,836
Benchmark Electronics, Inc.*		150		2,411
Boeing (The) Co.		150		9,566
Brady Corp., Class A		75		2,320
Cascade Corp.		75		2,739
Caterpillar, Inc.		99		8,375
CLARCOR, Inc.		31		1,262
East Japan Railway Co. (Japan)		33		1,970
Eaton Corp.		127		12,242
EMCOR Group, Inc.*		76		2,037
Emerson Electric Co.		130		7,159
FedEx Corp.		75		6,834
General Dynamics Corp.		37		2,445
General Electric Co.		1,662		26,310
GrafTech International Ltd.*		114		2,234
Hexcel Corp.*		75		1,286
Ingersoll-Rand PLC (Ireland)		300		12,299
Knight Transportation, Inc.		103		1,986
Koninklijke Philips Electronics NV (Netherlands)		159		4,303
Lindsay Corp.		75		4,428
Metabolix, Inc.*		75		768
Moog, Inc., Class A*		75		2,765
Nordson Corp.		75		5,957
Parker Hannifin Corp.		150		12,035
Republic Services, Inc.		337		9,483
Rock-Tenn Co., Class A		81		4,381
Schneider Electric S.A. (France)		33		4,646
Siemens AG (Germany)		54		5,925
Silgan Holdings, Inc.		87		2,979
Sun Hydraulics Corp.		75		2,337
Thermo Fisher Scientific, Inc.*		75		3,814
TriMas Corp.*		150		2,993
Union Pacific Corp.		66		5,947
United Parcel Service, Inc., Class B		116		8,135
United Technologies Corp.		159		11,968
Vinci S.A. (France)		62		3,010
Woodward Governor Co.		75		2,531

				216,081

Technology — 1.3%
Apple, Inc.*		150		46,673
Applied Materials, Inc.		225		2,797
CACI International, Inc., Class A*		64		3,221
Compellent Technologies, Inc.*		150		3,900
Concur Technologies, Inc.*		32		1,639
EMC Corp.*		268		5,759
Intel Corp.		825		17,424
International Business Machines Corp.		199		28,151
Jack Henry & Associates, Inc.		103		2,816
Microsoft Corp.		1,317		33,202
Netlogic Microsystems, Inc.*		75		2,340
Parametric Technology Corp.*		109		2,335
Quality Systems, Inc.		66		4,256
Quest Software, Inc.*		128		3,238


See Notes to Financial Statements.		15

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS (CONTINUED)

TDX INDEPENDENCE 2010 EXCHANGE-TRADED FUND (Continued)

November 30, 2010 (Unaudited)


	Number of Shares		Value

Technology (Continued)
Riverbed Technology, Inc.*		142	$	4,815
SAP AG (Germany)		139		6,503
SRA International, Inc., Class A*		121		2,374
Ultratech, Inc.*		75		1,378
VeriFone Systems, Inc.*		75		2,606
Xerox Corp.		1,200		13,752

				189,179

Utilities — 0.4%
Cleco Corp.		75		2,275
E.ON AG (Germany)		297		8,546
GDF Suez (France)		181		6,020
National Fuel Gas Co.		75		4,752
Nicor, Inc.		24		1,038
Piedmont Natural Gas Co., Inc.		85		2,514
RWE AG (Germany)		71		4,433
Sempra Energy		225		11,270
Southern Co.		158		5,960
Tokyo Electric Power (The) Co., Inc. (Japan)		180		4,190
WGL Holdings, Inc.		33		1,197

				52,195

TOTAL COMMON STOCKS (Cost $2,177,779)				2,088,243


	Principal Amount		Value

CORPORATE BONDS — 17.3%
Basic Materials — 0.4%
BHP Billiton Finance USA Ltd. (Australia) 5.50%, 4/01/14	$	47,000		52,696

Communications — 1.3%
AT&T, Inc. 5.875%, 2/01/12		86,000		90,996
Cellco Partnership/Verizon Wireless Capital LLC 5.55%, 2/01/14		62,000		69,237
Telefonica Emisiones SAU (Spain) 4.949%, 1/15/15		22,000		23,395

				183,628

Consumer, Cyclical — 0.3%
Wal-Mart Stores, Inc. 4.55%, 5/01/13		35,000		38,073

Consumer, Non-Cyclical — 1.5%
Diageo Finance BV (Netherlands) 5.30%, 10/28/15		30,000		34,179
UnitedHealth Group, Inc. 4.875%, 3/15/15		47,000		51,336
WellPoint, Inc. 5.25%, 1/15/16		56,000		63,079
Wyeth 5.50%, 2/01/14		56,000		63,246

				211,840


	Principal Amount		Value

Energy — 0.4%
Apache Corp. 5.25%, 4/15/13	$	32,000	$	35,023
BP Capital Markets PLC (United Kingdom) 3.875%, 3/10/15		22,000		22,926

				57,949

Financial — 10.4%
Bank of America Corp. 4.875%, 1/15/13		15,000		15,760
Bank of New York Mellon (The) Corp. 4.30%, 5/15/14		86,000		93,637
Berkshire Hathaway, Inc. 3.20%, 2/11/15		48,000		50,368
Boeing Capital Corp. 5.80%, 1/15/13		60,000		65,953
Boston Properties LP 6.25%, 1/15/13		38,000		41,618
Citigroup, Inc. 6.00%, 2/21/12		71,000		74,608
Goldman Sachs Group (The), Inc. 5.00%, 10/01/14		116,000		125,163
HSBC Finance Corp. 6.375%, 11/27/12		63,000		68,550
HSBC Finance Corp. 5.50%, 1/19/16		50,000		55,411
John Deere Capital Corp. 7.00%, 3/15/12		60,000		64,828
JPMorgan Chase & Co. 5.75%, 1/02/13		56,000		60,834
KFW (Germany) 3.25%, 10/14/11		52,000		53,342
Merrill Lynch & Co., Inc., Series C, MTN 5.00%, 1/15/15		78,000		81,345
MetLife, Inc. 5.00%, 6/15/15		75,000		82,402
Morgan Stanley 5.05%, 1/21/11		100,000		100,589
5.30%, 3/01/13		74,000		79,483
National Rural Utilities Cooperative Finance Corp., Series C, MTN 7.25%, 3/01/12		36,000		38,828
PNC Funding Corp. 5.25%, 11/15/15		41,000		44,928
Prudential Financial, Inc., Series B, MTN 5.10%, 9/20/14		18,000		19,728
Simon Property Group LP 5.10%, 6/15/15		33,000		36,678
Wachovia Corp. 5.25%, 8/01/14		94,000		101,242
Wells Fargo & Co. 5.00%, 11/15/14		138,000		149,977

				1,505,272

Government — 1.5%
European Investment Bank, MTN (Supranational) 4.625%, 5/15/14		122,000		136,001


See Notes to Financial Statements.		16

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS (CONTINUED)

TDX INDEPENDENCE 2010 EXCHANGE-TRADED FUND (Continued)

November 30, 2010 (Unaudited)


	Principal Amount		Value

Government (Continued)
Inter-American Development Bank (Supranational) 4.375%, 9/20/12	$	82,000	$	87,388

				223,389

Technology — 0.8%
Hewlett-Packard Co. 6.125%, 3/01/14		37,000		42,297
Oracle Corp. 5.25%, 1/15/16		66,000		75,948

				118,245

Utilities — 0.7%
Dominion Resources, Inc., Series C 5.15%, 7/15/15		93,000		105,249

TOTAL CORPORATE BONDS (Cost $2,352,777)				2,496,341

UNITED STATES GOVERNMENT & AGENCIES OBLIGATIONS — 65.8%
Federal Home Loan Mortgage Corp. — 7.8%
3.25%, 2/25/11		539,000		542,737
4.875%, 11/18/11		170,000		177,205
4.50%, 1/15/13		373,000		403,375

				1,123,317

Federal National Mortgage Association — 4.4%
5.00%, 4/15/15		208,000		240,051
5.00%, 5/11/17		335,000		389,571

				629,622

United States Treasury Bonds/ Notes — 53.6%
4.50%, 2/28/11		1,663,700		1,681,507
0.875%, 5/31/11		416,100		417,514
1.75%, 11/15/11		733,800		743,947
1.375%, 4/15/12		954,900		968,552
1.75%, 8/15/12		217,400		222,334
4.00%, 11/15/12		104,900		112,239
1.375%, 2/15/13		862,200		878,434
3.375%, 7/31/13		614,900		660,489
4.75%, 5/15/14		955,200		1,081,615
2.625%, 12/31/14		227,100		240,744
2.375%, 2/28/15		689,700		723,645

				7,731,020

TOTAL UNITED STATES GOVERNMENT & AGENCIES OBLIGATIONS (Cost $9,233,971)				9,483,959


	Principal Amount		Value

SOVEREIGN BONDS — 1.6%
Province of Ontario, Series G, MTN (Canada) 2.625%, 1/20/12	$	10,000	$	10,240
Province of Ontario (Canada) 2.95%, 2/05/15		26,000		27,348
Republic of Italy, Series DTC (Italy) 6.00%, 2/22/11		131,000		132,424
United Mexican States, MTN (Mexico) 6.375%, 1/16/13		59,000		64,900

TOTAL SOVEREIGN BONDS (Cost $230,586)				234,912


TOTAL INVESTMENTS — 99.2%
(Cost $13,995,113)				14,303,455
Other assets less liabilities — 0.8%				116,735

NET ASSETS — 100.0%			$	14,420,190

MTN – Medium Term Note.

REIT – Real Estate Investment Trust.

* Non-income producing security.

(a) Less than 0.1%

COUNTRY BREAKDOWN AS OF NOVEMBER 30, 2010

(Unaudited)


	Value		% of Net Assets
United States	$	13,066,033		90.6	%
Supranational		223,389		1.6
United Kingdom		188,018		1.3
Italy		145,125		1.0
Germany		124,307		0.9
Australia		93,426		0.6
Japan		69,514		0.5
Switzerland		66,479		0.5
France		65,491		0.5
Mexico		64,900		0.5
Netherlands		45,214		0.3
Canada		43,042		0.3
Spain		36,916		0.3
Sweden		14,051		0.1
Ireland		12,299		0.1
Netherlands Antilles		12,141		0.1
Israel		7,139		0.0
Denmark		6,647		0.0
Belgium		5,458		0.0
Finland		5,084		0.0
Luxembourg		4,173		0.0
Norway		4,004		0.0
Bermuda		605		0.0

TOTAL INVESTMENTS		14,303,455		99.2
Other assets less liabilities		116,735		0.8

NET ASSETS	$	14,420,190		100.0	%


See Notes to Financial Statements.		17

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS

TDX INDEPENDENCE 2020 EXCHANGE-TRADED FUND

November 30, 2010 (Unaudited)


	Number of Shares		Value

COMMON STOCKS — 60.0%
Basic Materials — 3.6%
Air Liquide S.A. (France)		284	$	33,347
Allied Nevada Gold Corp.*		1,350		36,099
Anglo American PLC (United Kingdom)		1,523		66,898
ArcelorMittal (Luxembourg)		1,011		31,961
BASF SE (Germany)		1,040		77,844
Bayer AG (Germany)		1,001		72,906
BHP Billiton Ltd. (Australia)		3,986		163,386
BHP Billiton PLC (United Kingdom)		2,602		92,593
Buckeye Technologies, Inc.		1,980		39,442
Coeur d’Alene Mines Corp.*		1,260		30,681
Dow Chemical (The) Co.		1,817		56,654
E.I. du Pont de Nemours & Co.		1,505		70,720
Freeport-McMoRan Copper & Gold, Inc.		720		72,950
Metals USA Holdings Corp.*		1,620		22,081
Newmont Mining Corp.		871		51,241
Potlatch Corp. REIT		600		19,008
Rio Tinto Ltd. (Australia)		517		40,762
Rio Tinto PLC (United Kingdom)		1,534		97,458
Rockwood Holdings, Inc.*		1,068		40,766
Sensient Technologies Corp.		733		24,900
Sherwin-Williams (The) Co.		1,150		85,295
Solutia, Inc.*		1,620		34,636
Syngenta AG (Switzerland)		121		33,749
Vulcan Materials Co.		1,262		50,631
Weyerhaeuser Co.		4,907		81,897
Xstrata PLC (United Kingdom)		2,333		46,942

				1,474,847

Communications — 6.4%
Acme Packet, Inc.*		720		35,266
ADTRAN, Inc.		720		22,421
Anixter International, Inc.		565		31,567
Arris Group, Inc.*		1,953		19,550
AT&T, Inc.		10,691		297,103
Calix, Inc.*		1,890		24,135
Cisco Systems, Inc.*		9,835		188,438
Comcast Corp., Class A		4,879		97,580
Corning, Inc.		2,577		45,509
Deutsche Telekom AG (Germany)		2,317		29,757
Digital River, Inc.*		600		22,092
Discovery Communications, Inc., Class A*		2,970		121,117
eResearch Technology, Inc.*		3,432		19,254
France Telecom S.A. (France)		2,322		47,154
Google, Inc., Class A*		545		302,862
GSI Commerce, Inc.*		900		21,465
Limelight Networks, Inc.*		4,680		33,228
News Corp., Class A		3,066		41,820
Nokia Corp. (Finland)		5,166		47,847
NTT DoCoMo, Inc. (Japan)		19		30,801
Orbitz Worldwide, Inc.*		4,770		26,044
Rackspace Hosting, Inc.*		1,925		56,152
Symantec Corp.*		7,650		128,520
Telefonaktiebolaget LM Ericsson, Class B (Sweden)		3,294		33,982
Telefonica S.A. (Spain)		4,733		100,982
Thomson Reuters Corp. (Canada)		1,530		55,631


	Number of Shares		Value

Communications (Continued)
TIBCO Software, Inc.*		2,086	$	40,969
Time Warner, Inc.		2,007		59,186
Verizon Communications, Inc.		5,484		175,543
Vivendi (France)		1,490		36,455
Vodafone Group PLC (United Kingdom)		57,526		144,013
Walt Disney (The) Co.		3,459		126,289
Windstream Corp.		4,410		57,506
Yahoo!, Inc.*		3,023		47,673

				2,567,911

Consumer, Cyclical — 6.7%
Alaska Air Group, Inc.*		450		24,750
Buckle (The), Inc.		730		27,850
Callaway Golf Co.		3,330		25,508
Carter’s, Inc.*		899		28,462
Casey’s General Stores, Inc.		748		29,729
Cash America International, Inc.		360		13,032
Cinemark Holdings, Inc.		1,795		31,502
Coach, Inc.		3,330		188,277
Collective Brands, Inc.*		996		16,822
Columbia Sportswear Co.		502		27,931
Compagnie Financiere Richemont S.A. (Switzerland)		572		31,048
CVS Caremark Corp.		2,455		76,105
Daimler AG (Germany)*		980		63,620
Dana Holding Corp.*		1,800		27,198
Deckers Outdoor Corp.*		540		41,526
Dillard’s, Inc., Class A		990		30,868
Dollar General Corp.*		3,600		118,225
Dress Barn (The), Inc.*		942		23,267
Exide Technologies*		3,600		29,448
Ford Motor Co.*		5,184		82,633
G&K Services, Inc., Class A		900		24,966
Gaylord Entertainment Co.*		540		18,538
Hennes & Mauritz AB, Class B (Sweden)		1,084		36,593
Honda Motor Co. Ltd. (Japan)		2,136		76,750
JetBlue Airways Corp.*		4,438		30,134
Johnson Controls, Inc.		1,170		42,635
Jones Group (The), Inc.		1,350		18,279
K-Swiss, Inc., Class A*		1,980		24,790
La-Z-Boy, Inc.*		2,520		18,976
Liz Claiborne, Inc.*		4,770		34,869
Lowe’s Cos., Inc.		2,700		61,290
McDonald’s Corp.		1,882		147,360
Men’s Wearhouse (The), Inc.		809		23,073
Mitsubishi Corp. (Japan)		1,767		44,633
Mitsui & Co. Ltd. (Japan)		2,362		36,853
Nike, Inc., Class B		900		77,517
Nintendo Co. Ltd. (Japan)		116		31,475
Nissan Motor Co. Ltd. (Japan)		2,838		26,595
Nu Skin Enterprises, Inc., Class A		720		22,759
Owens & Minor, Inc.		991		27,996
Panasonic Corp. (Japan)		2,335		33,560
Penske Automotive Group, Inc.*		1,170		17,655
Polaris Industries, Inc.		450		32,710
Retail Ventures, Inc.*		2,340		38,376
Saks, Inc.*		2,160		24,062


See Notes to Financial Statements.		18

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS (CONTINUED)

TDX INDEPENDENCE 2020 EXCHANGE-TRADED FUND (Continued)

November 30, 2010 (Unaudited)


	Number of Shares		Value

Consumer, Cyclical (Continued)
Skechers U.S.A., Inc., Class A*		630	$	14,547
Sony Corp. (Japan)		1,360		48,234
Tenneco, Inc.*		720		26,251
Toyota Motor Corp. (Japan)		3,376		129,768
Under Armour, Inc., Class A*		720		41,566
US Airways Group, Inc.*		2,160		24,106
Vail Resorts, Inc.*		538		24,361
Walgreen Co.		1,620		56,457
Wal-Mart Stores, Inc.		6,610		357,534
Warnaco Group (The), Inc.*		327		17,609
Watsco, Inc.		319		19,226
World Fuel Services Corp.		970		29,197

				2,699,101

Consumer, Non-cyclical — 11.6%
Abbott Laboratories		2,867		133,344
ABM Industries, Inc.		720		16,582
Accuray, Inc.*		3,240		19,375
Aetna, Inc.		4,230		125,292
Alcon, Inc. (Switzerland)		540		84,914
Amedisys, Inc.*		416		11,806
American Medical Systems Holdings, Inc.*		990		17,751
American Reprographics Co.*		2,520		17,716
AMERIGROUP Corp.*		814		35,026
Amgen, Inc.*		1,800		94,842
Anheuser-Busch InBev NV (Belgium)		686		37,439
AstraZeneca PLC (United Kingdom)		1,588		74,081
British American Tobacco PLC (United Kingdom)		2,106		76,435
Bruker Corp.*		2,850		43,947
Capella Education Co.*		180		9,862
Catalyst Health Solutions, Inc.*		697		29,915
CBIZ, Inc.*		3,330		20,047
Centene Corp.*		719		16,717
Coca-Cola (The) Co.		4,013		253,501
DANONE S.A. (France)		598		35,127
Diageo PLC (United Kingdom)		2,753		49,048
Ennis, Inc.		1,260		21,508
Fresh Del Monte Produce, Inc. (Cayman Islands)		986		21,653
GlaxoSmithKline PLC (United Kingdom)		6,174		116,535
HEALTHSOUTH Corp.*		1,350		24,300
Healthspring, Inc.*		800		21,464
Heidrick & Struggles International, Inc.		1,156		24,010
HMS Holdings Corp.*		360		22,684
Hospira, Inc.*		1,710		96,205
Johnson & Johnson		5,188		319,320
Kraft Foods, Inc., Class A		2,586		78,227
Lancaster Colony Corp.		428		22,286
Live Nation Entertainment, Inc.*		2,700		29,052
Magellan Health Services, Inc.*		572		27,856
Martek Biosciences Corp.*		501		11,022
Masimo Corp.		1,530		47,216
MasterCard, Inc., Class A		209		49,539
Medifast, Inc.*		720		17,539
Merck & Co., Inc.		5,670		195,445
Molson Coors Brewing Co., Class B		1,645		78,384
Nestle S.A. (Switzerland)		3,729		204,090


	Number of Shares		Value

Consumer, Non-cyclical (Continued)
Novartis AG (Switzerland)		2,323	$	124,109
Novo Nordisk A/S, Class B (Denmark)		513		50,893
Pfizer, Inc.		14,966		243,795
Philip Morris International, Inc.		3,143		178,806
Procter & Gamble (The) Co.		5,173		315,915
Reckitt Benckiser Group PLC (United Kingdom)		665		35,212
Roche Holding AG (Switzerland)		823		113,785
Rollins, Inc.		920		24,858
Ruddick Corp.		772		28,379
Safeway, Inc.		3,911		89,914
Salix Pharmaceuticals Ltd.*		720		32,148
Sanofi-Aventis (France)		1,299		78,766
Seaboard Corp.		19		35,378
Select Medical Holdings Corp.*		2,430		15,042
Sirona Dental Systems, Inc.*		820		30,988
SonoSite, Inc.*		720		21,874
Sotheby’s		810		32,489
STERIS Corp.		914		31,451
Takeda Pharmaceutical Co. Ltd. (Japan)		993		46,112
Tejon Ranch Co.*		900		21,771
Tesco PLC (United Kingdom)		8,995		58,037
Teva Pharmaceutical Industries Ltd. (Israel)		1,122		57,214
TreeHouse Foods, Inc.*		450		22,356
Unilever NV (Netherlands)		1,855		52,472
Unilever PLC (United Kingdom)		1,462		40,460
UnitedHealth Group, Inc.		1,954		71,360
ViroPharma, Inc.*		300		4,635
Visa, Inc., Class A		1,485		109,667
WellCare Health Plans, Inc.*		685		19,283
WellPoint, Inc.*		720		40,133
Woolworths Ltd. (Australia)		1,396		35,881

				4,694,285

Diversified — 0.1%
LVMH Moet Hennessy Louis Vuitton S.A. (France)		293		44,568

Energy — 6.9%
American Oil & Gas, Inc.*		3,240		31,169
Berry Petroleum Co., Class A		724		27,592
BG Group PLC (United Kingdom)		4,218		76,298
Bill Barrett Corp.*		724		27,838
BP PLC (United Kingdom)		27,026		179,277
Brigham Exploration Co.*		1,530		38,480
CARBO Ceramics, Inc.		270		26,231
Chevron Corp.		3,488		282,422
Complete Production Services, Inc.*		900		25,605
ConocoPhillips		2,622		157,766
Delek US Holdings, Inc.		2,970		21,146
Devon Energy Corp.		810		57,162
Dril-Quip, Inc.*		599		46,387
ENI S.p.A (Italy)		3,171		63,982
Exxon Mobil Corp.		9,137		635,569
Helix Energy Solutions Group, Inc.*		1,620		22,729
Hornbeck Offshore Services, Inc.*		1,260		27,783
Key Energy Services, Inc.*		1,800		18,540
Occidental Petroleum Corp.		1,422		125,378


See Notes to Financial Statements.		19

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS (CONTINUED)

TDX INDEPENDENCE 2020 EXCHANGE-TRADED FUND (Continued)

November 30, 2010 (Unaudited)


	Number of Shares		Value

Energy (Continued)
Peabody Energy Corp.		2,534	$	149,025
Royal Dutch Shell PLC, Class A (United Kingdom)		3,980		119,998
Royal Dutch Shell PLC, Class B (United Kingdom)		2,923		86,855
RPC, Inc.		1,481		43,393
Schlumberger Ltd. (Netherlands Antilles)		2,046		158,237
Southwestern Energy Co.*		646		23,385
Statoil ASA (Norway)		1,591		31,538
Total S.A. (France)		2,425		117,794
Williams (The) Cos., Inc.		5,760		131,386
Woodside Petroleum Ltd. (Australia)		622		25,024

				2,777,989

Financial — 11.5%
Alexander’s, Inc. REIT		81		31,224
Allianz SE (Germany)		430		47,299
American Campus Communities, Inc. REIT		781		24,555
American Capital Ltd.*		4,410		31,708
American Express Co.		2,070		89,465
Apollo Investment Corp.		2,520		26,611
Ashford Hospitality Trust, Inc. REIT*		2,520		23,688
Associated Estates Realty Corp. REIT		1,530		22,874
Australia & New Zealand Banking Group Ltd. (Australia)		2,885		62,697
AXA S.A. (France)		2,222		31,991
Banco Bilbao Vizcaya Argentaria S.A. (Spain)		3,726		34,326
Banco Santander S.A. (Spain)		7,126		67,717
Bank of America Corp.		16,584		181,595
Barclays PLC (United Kingdom)		13,819		55,126
Berkshire Hathaway, Inc., Class B*		4,694		374,018
BioMed Realty Trust, Inc. REIT		1,530		26,974
BNP Paribas (France)		1,194		70,876
Boston Properties, Inc. REIT		1,350		113,129
CBL & Associates Properties, Inc. REIT		1,800		29,700
Charles Schwab (The) Corp.		2,060		30,962
Citigroup, Inc.*		50,761		213,196
Commonwealth Bank of Australia (Australia)		1,800		83,345
Community Trust Bancorp, Inc.		810		22,283
Credit Acceptance Corp.*		450		27,932
Credit Suisse Group AG (Switzerland)		1,246		46,305
Deutsche Bank AG (Germany) (a)		1,010		48,114
Entertainment Properties Trust REIT		630		29,169
Equity Lifestyle Properties, Inc. REIT		389		20,959
Equity One, Inc. REIT		1,293		22,382
Equity Residential REIT		540		26,989
Evercore Partners, Inc., Class A		900		27,162
FirstMerit Corp.		1,236		21,537
Franklin Resources, Inc.		393		44,837
Goldman Sachs Group (The), Inc.		814		127,098
Highwoods Properties, Inc. REIT		672		20,503
Home Properties, Inc. REIT		450		24,116
HSBC Holdings PLC (United Kingdom)		19,380		195,665
ING Groep NV (Netherlands)*		4,187		37,074
Investors Bancorp, Inc.*		1,620		19,845
JPMorgan Chase & Co.		6,870		256,800
Kilroy Realty Corp. REIT		720		24,566


	Number of Shares		Value

Financial (Continued)
LaSalle Hotel Properties REIT		900	$	21,420
Lloyds Banking Group PLC (United Kingdom)*		41,843		39,366
M&T Bank Corp.		1,260		96,969
MFA Financial, Inc. REIT		3,534		28,802
Mid-America Apartment Communities, Inc. REIT		442		27,126
Mitsubishi UFJ Financial Group, Inc. (Japan)		16,396		77,508
Mizuho Financial Group, Inc. (Japan)		19,164		30,426
Muenchener Rueckversicherungs-Gesellschaft AG (Germany)		252		35,100
National Australia Bank Ltd. (Australia)		2,486		55,909
National Interstate Corp.		990		20,444
National Retail Properties, Inc. REIT		1,259		32,747
Nomura Holdings, Inc. (Japan)		4,950		28,482
Nordea Bank AB (Sweden)		3,577		35,630
Northern Trust Corp.		2,390		120,217
OMEGA Healthcare Investors, Inc. REIT		1,275		26,915
Pebblebrook Hotel Trust REIT*		1,080		20,239
Platinum Underwriters Holdings Ltd. (Bermuda)		378		16,341
ProAssurance Corp.*		508		30,089
Prosperity Bancshares, Inc.		715		23,266
Public Storage REIT		270		26,082
Signature Bank*		540		23,733
Simon Property Group, Inc. REIT		491		48,364
Societe Generale (France)		646		30,025
Standard Chartered PLC (United Kingdom)		2,254		60,763
Sumitomo Mitsui Financial Group, Inc. (Japan)		1,642		50,356
SVB Financial Group*		630		28,306
T. Rowe Price Group, Inc.		2,520		146,991
Tanger Factory Outlet Centers, Inc. REIT		496		23,798
Tower Group, Inc.		614		15,792
Travelers (The) Cos., Inc.		900		48,591
UBS AG (Switzerland)*		3,932		59,294
UMB Financial Corp.		583		21,746
UniCredit S.p.A (Italy)		13,881		26,942
Universal Health Realty Income Trust REIT		630		22,094
US. Bancorp		3,420		81,328
Washington Real Estate Investment Trust REIT		879		26,968
Webster Financial Corp.		1,080		17,820
Wells Fargo & Co.		9,250		251,692
Westamerica Bancorporation		478		23,365
Westpac Banking Corp. (Australia)		3,569		73,146
Zurich Financial Services AG (Switzerland)		179		40,103

				4,630,707

Industrial — 6.5%
AAON, Inc.		900		23,085
ABB Ltd. (Switzerland)*		2,629		51,303
Acuity Brands, Inc.		540		29,084
BAE Systems PLC (United Kingdom)		3,972		20,432
Baldor Electric Co.		720		45,583
Benchmark Electronics, Inc.*		986		15,845
Boeing (The) Co.		1,350		86,090
Brady Corp., Class A		720		22,270
Cascade Corp.		540		19,721
Caterpillar, Inc.		1,096		92,722


See Notes to Financial Statements.		20

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS (CONTINUED)

TDX INDEPENDENCE 2020 EXCHANGE-TRADED FUND (Continued)

November 30, 2010 (Unaudited)


	Number of Shares		Value

Industrial (Continued)
CLARCOR, Inc.		778	$	31,672
Clean Harbors, Inc.*		360		26,658
East Japan Railway Co. (Japan)		362		21,607
Eaton Corp.		1,622		156,360
EMCOR Group, Inc.*		525		14,070
Emerson Electric Co.		1,324		72,913
EnerSys*		630		19,020
Fanuc Corp. (Japan)		262		37,500
FedEx Corp.		540		49,205
General Dynamics Corp.		675		44,611
General Electric Co.		19,186		303,715
GrafTech International Ltd.*		1,027		20,129
Graphic Packaging Holding Co.*		4,230		15,736
Griffon Corp.*		941		11,405
Hexcel Corp.*		1,260		21,609
Ingersoll-Rand PLC (Ireland)		3,240		132,839
Kaydon Corp.		450		15,741
Knight Transportation, Inc.		1,345		25,932
Komatsu Ltd. (Japan)		1,080		29,885
Koninklijke Philips Electronics NV (Netherlands)		1,173		31,745
Lindsay Corp.		630		37,195
Metabolix, Inc.*		1,260		12,902
Mitsubishi Electric Corp. (Japan)		2,700		26,720
Moog, Inc., Class A*		630		23,222
Nordson Corp.		450		35,744
Parker Hannifin Corp.		1,620		129,972
Republic Services, Inc.		3,842		108,114
Rock-Tenn Co., Class A		587		31,751
Schneider Electric S.A. (France)		260		36,604
Siemens AG (Germany)		911		99,959
Silgan Holdings, Inc.		1,186		40,608
Simpson Manufacturing Co., Inc.		720		18,626
Sun Hydraulics Corp.		900		28,044
Thermo Fisher Scientific, Inc.*		720		36,619
Toshiba Corp. (Japan)		4,500		23,421
TriMas Corp.*		1,890		37,706
Union Pacific Corp.		919		82,810
United Parcel Service, Inc., Class B		1,686		118,239
United Technologies Corp.		1,709		128,635
Vinci S.A. (France)		511		24,812
Watts Water Technologies, Inc., Class A		450		14,648
Woodward Governor Co.		900		30,375
Worthington Industries, Inc.		990		15,860

				2,631,073

Technology — 5.4%
Apple, Inc.*		1,674		520,865
Applied Materials, Inc.		2,430		30,205
CACI International, Inc., Class A*		461		23,202
Compellent Technologies, Inc.*		1,710		44,460
Concur Technologies, Inc.*		756		38,715
EMC Corp.*		3,479		74,764
Intel Corp.		9,270		195,783
International Business Machines Corp.		2,318		327,905
Jack Henry & Associates, Inc.		1,310		35,815
Microsoft Corp.		14,753		371,923
Netlogic Microsystems, Inc.*		810		25,272


	Number of Shares		Value

Technology (Continued)
Parametric Technology Corp.*		1,796	$	38,470
Quality Systems, Inc.		481		31,020
Quest Software, Inc.*		1,439		36,407
Riverbed Technology, Inc.*		2,112		71,618
SAP AG (Germany)		1,050		49,124
SRA International, Inc., Class A*		832		16,324
TriQuint Semiconductor, Inc.*		1,900		22,629
Ultratech, Inc.*		1,260		23,146
VeriFone Systems, Inc.*		1,080		37,530
Xerox Corp.		13,680		156,773

				2,171,950

Utilities — 1.3%
Cleco Corp.		810		24,567
E.ON AG (Germany)		2,354		67,737
ENEL S.p.A (Italy)		6,460		30,442
GDF Suez (France)		1,435		47,728
National Fuel Gas Co.		810		51,322
Nicor, Inc.		716		30,967
Piedmont Natural Gas Co., Inc.		646		19,109
RWE AG (Germany)		571		35,649
Sempra Energy		2,430		121,718
Southern Co.		1,449		54,656
Tokyo Electric Power (The) Co., Inc. (Japan)		1,439		33,497
WGL Holdings, Inc.		801		29,044

				546,436

TOTAL COMMON STOCKS (Cost $23,906,706)				24,238,867


	Principal Amount		Value

CORPORATE BONDS — 23.1%
Basic Materials — 0.3%
E.I. du Pont de Nemours & Co. 5.25%, 12/15/16	$	99,000		114,334

Communications — 0.7%
Cellco Partnership/Verizon Wireless Capital LLC 5.55%, 2/01/14		81,000		90,455
Cisco Systems, Inc. 4.45%, 1/15/20		118,000		127,880
France Telecom S.A. (France) 5.375%, 7/08/19		40,000		45,462

				263,797

Consumer, Cyclical — 0.2%
McDonald’s Corp., MTN 5.35%, 3/01/18		63,000		72,695

Consumer, Non-Cyclical — 3.6%
Abbott Laboratories 5.875%, 5/15/16		153,000		181,805
Amgen, Inc. 5.70%, 2/01/19		90,000		105,797
Coca-Cola Enterprises, Inc. 8.50%, 2/01/22		126,000		181,385
Diageo Finance BV (Netherlands) 5.30%, 10/28/15		196,000		223,301


See Notes to Financial Statements.		21

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS (CONTINUED)

TDX INDEPENDENCE 2020 EXCHANGE-TRADED FUND (Continued)

November 30, 2010 (Unaudited)


	Principal Amount		Value

Consumer, Non-Cyclical (Continued)
GlaxoSmithKline Capital, Inc. 5.65%, 5/15/18	$	99,000	$	116,443
Merck & Co., Inc. 5.00%, 6/30/19		49,000		56,105
PepsiCo, Inc. 7.90%, 11/01/18		54,000		71,542
Philip Morris International, Inc. 5.65%, 5/16/18		31,000		36,302
Wyeth 5.50%, 2/01/14		423,000		477,731

				1,450,411

Energy — 0.7%
BP Capital Markets PLC (United Kingdom) 3.875%, 3/10/15		100,000		104,210
Chevron Corp. 3.95%, 3/03/14		99,000		107,299
TransCanada PipeLines Ltd. (Canada) 7.125%, 1/15/19		67,000		84,190

				295,699

Financial — 11.7%
Bank of New York Mellon (The) Corp., MTN 4.60%, 1/15/20		85,000		92,224
Bank of New York Mellon (The) Corp. 4.30%, 5/15/14		243,000		264,580
Barclays Bank PLC (United Kingdom) 5.20%, 7/10/14		160,000		175,078
5.125%, 1/08/20		150,000		154,329
Bear Stearns & Co., Inc. 7.25%, 2/01/18		25,000		29,908
Berkshire Hathaway, Inc. 3.20%, 2/11/15		22,000		23,085
Caterpillar Financial Services Corp. 6.125%, 2/17/14		94,000		107,878
Caterpillar Financial Services Corp., MTN 7.15%, 2/15/19		108,000		137,640
Deutsche Bank AG (Germany) 6.00%, 9/01/17 (a)		150,000		172,497
Goldman Sachs Group (The), Inc. 5.00%, 10/01/14		517,000		557,840
HSBC Finance Corp. 5.50%, 1/19/16		150,000		166,232
JPMorgan Chase & Co. 6.30%, 4/23/19		103,000		118,116
JPMorgan Chase Bank NA 5.875%, 6/13/16		200,000		223,892
KFW (Germany) 4.875%, 6/17/19		145,000		168,186
Landwirtschaftliche Rentenbank, Series G, MTN (Germany) 5.00%, 11/08/16		227,000		262,592
Merrill Lynch & Co., Inc., Series C, MTN 5.00%, 1/15/15		174,000		181,463
Merrill Lynch & Co., Inc., MTN 6.875%, 4/25/18		263,000		289,378
MetLife, Inc. 5.00%, 6/15/15		308,000		338,397


	Principal Amount		Value

Financial (Continued)
Morgan Stanley 5.30%, 3/01/13	$	168,000	$	180,448
PNC Funding Corp. 5.25%, 11/15/15		36,000		39,449
Simon Property Group LP 5.10%, 6/15/15		135,000		150,046
UBS AG, MTN (Switzerland) 5.875%, 12/20/17		175,000		195,785
Wachovia Corp. 5.25%, 8/01/14		335,000		360,809
Wells Fargo & Co. 5.00%, 11/15/14		288,000		312,996

				4,702,848

Government — 1.9%
European Investment Bank (Supranational) 4.625%, 5/15/14		704,000		784,789

Industrial — 2.0%
General Electric Co. 5.25%, 12/06/17		584,000		640,013
Honeywell International, Inc. 5.00%, 2/15/19		112,000		127,169
United Technologies Corp. 6.125%, 2/01/19		45,000		54,626

				821,808

Technology — 1.5%
Dell, Inc. 5.875%, 6/15/19		54,000		60,987
Hewlett-Packard Co. 6.125%, 3/01/14		108,000		123,462
International Business Machines Corp. 5.70%, 9/14/17		200,000		235,486
Microsoft Corp. 4.20%, 6/01/19		49,000		53,399
Oracle Corp. 5.25%, 1/15/16		126,000		144,991

				618,325

Utilities — 0.5%
Consolidated Edison Co. of New York, Inc. 7.125%, 12/01/18		54,000		68,193
Progress Energy Carolinas, Inc. 5.30%, 1/15/19		45,000		51,637
Public Service Co. of Colorado 5.125%, 6/01/19		72,000		81,551

				201,381

TOTAL CORPORATE BONDS (Cost $8,940,898)				9,326,087

UNITED STATES GOVERNMENT & AGENCIES OBLIGATIONS — 15.6%
Federal National Mortgage Association —2.5%
5.00%, 4/15/15		301,000		347,382
5.00%, 5/11/17		546,000		634,943

				982,325


See Notes to Financial Statements.		22

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS (CONTINUED)

TDX INDEPENDENCE 2020 EXCHANGE-TRADED FUND (Continued)

November 30, 2010 (Unaudited)


	Principal Amount		Value

United States Treasury Bonds/Notes — 13.1%
4.75%, 5/15/14	$	1,155,000	$	1,307,857
2.50%, 3/31/15		724,500		764,178
7.50%, 11/15/16		241,700		320,064
3.125%, 1/31/17		729,000		781,966
8.125%, 8/15/19		566,100		818,457
3.625%, 2/15/20		478,000		516,576
7.625%, 2/15/25		127,900		189,512
6.25%, 5/15/30		449,300		604,238

				5,302,848

TOTAL UNITED STATES GOVERNMENT & AGENCIES OBLIGATIONS (Cost $5,971,296)				6,285,173

SOVEREIGN BONDS — 0.6%
Republic of Italy (Italy) 5.25%, 9/20/16		175,000		192,301
United Mexican States, MTN (Mexico) 6.375%, 1/16/13		60,000		66,000

TOTAL SOVEREIGN BONDS (Cost $243,959)				258,301


TOTAL INVESTMENTS — 99.3%
(Cost $39,062,859)				40,108,428
Other assets less liabilities — 0.7%				275,406

NET ASSETS — 100.0%			$	40,383,834

MTN – Medium Term Note.

REIT – Real Estate Investment Trust.

* Non-income producing security.

(a) Affiliated company. The Advisor is a subsidiary of Deutsche Bank AG. Therefore, Deutsche Bank AG is considered to be affiliated with the Fund. See Note 5.

COUNTRY BREAKDOWN AS OF NOVEMBER 30, 2010 (Unaudited)


	Value		% of Net Assets
United States	$	31,099,347		77.0	%
United Kingdom		2,165,109		5.4
Germany		1,230,384		3.1
Switzerland		984,485		2.4
Japan		864,183		2.1
Supranational		784,789		1.9
France		680,709		1.7
Australia		540,150		1.3
Netherlands		344,592		0.9
Italy		313,667		0.8
Spain		203,025		0.5
Netherlands Antilles		158,237		0.4
Canada		139,821		0.4
Ireland		132,839		0.3
Sweden		106,205		0.3
Mexico		66,000		0.2
Israel		57,214		0.1
Denmark		50,893		0.1
Finland		47,847		0.1
Belgium		37,439		0.1
Luxembourg		31,961		0.1
Norway		31,538		0.1
Cayman Islands		21,653		0.0
Bermuda		16,341		0.0

TOTAL INVESTMENTS		40,108,428		99.3
Other assets less liabilities		275,406		0.7

NET ASSETS	$	40,383,834		100.0	%


See Notes to Financial Statements.		23

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS

TDX INDEPENDENCE 2030 EXCHANGE-TRADED FUND

November 30, 2010 (Unaudited)


	Number of Shares		Value

COMMON STOCKS — 82.6%
Basic Materials — 5.0%
Air Liquide S.A. (France)		380	$	44,619
Allied Nevada Gold Corp.*		1,700		45,458
Anglo American PLC (United Kingdom)		2,089		91,760
ArcelorMittal (Luxembourg)		1,191		37,651
BASF SE (Germany)		1,236		92,515
Bayer AG (Germany)		1,182		86,088
BHP Billiton Ltd. (Australia)		4,543		186,216
BHP Billiton PLC (United Kingdom)		2,891		102,878
Buckeye Technologies, Inc.		2,400		47,808
Coeur d’Alene Mines Corp.*		1,600		38,960
Dow Chemical (The) Co.		2,273		70,872
E.I. du Pont de Nemours & Co.		1,802		84,676
Freeport-McMoRan Copper & Gold, Inc.		900		91,188
Metals USA Holdings Corp.*		2,000		27,260
Newmont Mining Corp.		1,041		61,242
Potlatch Corp. REIT		710		22,493
Rio Tinto Ltd. (Australia)		632		49,829
Rio Tinto PLC (United Kingdom)		1,984		126,047
Rockwood Holdings, Inc.*		1,261		48,132
Sensient Technologies Corp.		865		29,384
Sherwin-Williams (The) Co.		1,396		103,542
Solutia, Inc.*		2,000		42,760
Syngenta AG (Switzerland)		146		40,722
Vulcan Materials Co.		1,621		65,035
Weyerhaeuser Co.		6,724		112,224
Xstrata PLC (United Kingdom)		2,851		57,365

				1,806,724

Communications — 8.7%
Acme Packet, Inc.*		900		44,082
ADTRAN, Inc.		900		28,026
Anixter International, Inc.		667		37,265
Arris Group, Inc.*		2,308		23,103
AT&T, Inc.		13,085		363,632
Calix, Inc.*		2,300		29,371
Cisco Systems, Inc.*		12,026		230,419
Comcast Corp., Class A		5,971		119,420
Corning, Inc.		3,497		61,757
Deutsche Telekom AG (Germany)		3,944		50,653
Digital River, Inc.*		680		25,038
Discovery Communications, Inc., Class A*		3,600		146,808
eResearch Technology, Inc.*		4,050		22,721
France Telecom S.A. (France)		2,768		56,211
Google, Inc., Class A*		669		371,770
GSI Commerce, Inc.*		1,100		26,235
Limelight Networks, Inc.*		5,700		40,470
News Corp., Class A		3,590		48,968
Nokia Corp. (Finland)		5,932		54,942
NTT DoCoMo, Inc. (Japan)		22		35,664
Orbitz Worldwide, Inc.*		5,800		31,668
Rackspace Hosting, Inc.*		2,273		66,303
Symantec Corp.*		9,400		157,919
Telefonaktiebolaget LM Ericsson, Class B (Sweden)		3,931		40,553
Telefonica S.A. (Spain)		5,344		114,018
Thomson Reuters Corp. (Canada)		1,800		65,448


	Number of Shares		Value

Communications (Continued)
TIBCO Software, Inc.*		3,056	$	60,020
Time Warner, Inc.		2,511		74,049
Verizon Communications, Inc.		6,711		214,819
Vivendi (France)		1,786		43,697
Vodafone Group PLC (United Kingdom)		68,808		172,257
Walt Disney (The) Co.		4,119		150,385
Windstream Corp.		5,400		70,416
Yahoo!, Inc.*		3,570		56,299

				3,134,406

Consumer, Cyclical — 9.2%
Alaska Air Group, Inc.*		500		27,500
Buckle (The), Inc.		862		32,885
Callaway Golf Co.		4,000		30,640
Carter’s, Inc.*		1,065		33,718
Casey’s General Stores, Inc.		886		35,214
Cash America International, Inc.		500		18,100
Cinemark Holdings, Inc.		2,126		37,311
Coach, Inc.		4,000		226,160
Collective Brands, Inc.*		1,265		21,366
Columbia Sportswear Co.		594		33,050
Compagnie Financiere Richemont S.A. (Switzerland)		1,371		74,417
CVS Caremark Corp.		2,941		91,171
Daimler AG (Germany)*		1,157		75,110
Dana Holding Corp.*		2,200		33,242
Deckers Outdoor Corp.*		700		53,830
Dillard’s, Inc., Class A		1,200		37,416
Dollar General Corp.*		4,400		144,496
Dress Barn (The), Inc.*		1,112		27,466
Exide Technologies*		4,400		35,992
Ford Motor Co.*		6,596		105,140
G&K Services, Inc., Class A		1,100		30,514
Gaylord Entertainment Co.*		600		20,598
Hennes & Mauritz AB, Class B (Sweden)		1,346		45,437
Honda Motor Co. Ltd. (Japan)		2,540		91,267
JetBlue Airways Corp.*		5,361		36,401
Johnson Controls, Inc.		1,400		51,016
Jones Group (The), Inc.		1,600		21,664
K-Swiss, Inc., Class A*		2,400		30,048
La-Z-Boy, Inc.*		3,100		23,343
Liz Claiborne, Inc.*		5,900		43,129
Lowe’s Cos., Inc.		3,300		74,910
McDonald’s Corp.		2,241		175,470
Men’s Wearhouse (The), Inc.		953		27,180
Mitsubishi Corp. (Japan)		2,021		51,050
Mitsui & Co. Ltd. (Japan)		2,850		44,466
Nike, Inc., Class B		1,100		94,743
Nintendo Co. Ltd. (Japan)		138		37,445
Nissan Motor Co. Ltd. (Japan)		3,345		31,346
Nu Skin Enterprises, Inc., Class A		900		28,449
Owens & Minor, Inc.		1,169		33,024
Panasonic Corp. (Japan)		2,794		40,157
Penske Automotive Group, Inc.*		1,400		21,126
Polaris Industries, Inc.		500		36,345
Retail Ventures, Inc.*		2,900		47,560
Saks, Inc.*		2,700		30,078


See Notes to Financial Statements.		24

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS (CONTINUED)

TDX INDEPENDENCE 2030 EXCHANGE-TRADED FUND (Continued)

November 30, 2010 (Unaudited)


	Number of Shares		Value

Consumer, Cyclical (Continued)
Skechers U.S.A., Inc., Class A*		800	$	18,472
Sony Corp. (Japan)		1,548		54,902
Tenneco, Inc.*		900		32,814
Toyota Motor Corp. (Japan)		3,961		152,255
Under Armour, Inc., Class A*		800		46,184
US Airways Group, Inc.*		2,600		29,016
Vail Resorts, Inc.*		635		28,753
Walgreen Co.		2,000		69,700
Wal-Mart Stores, Inc.		8,013		433,423
Warnaco Group (The), Inc.*		811		43,672
Watsco, Inc.		293		17,659
World Fuel Services Corp.		1,146		34,495

				3,302,335

Consumer, Non-cyclical — 16.1%
Abbott Laboratories		3,408		158,506
ABM Industries, Inc.		900		20,727
Accuray, Inc.*		4,000		23,920
Aetna, Inc.		5,200		154,023
Alcon, Inc. (Switzerland)		700		110,074
Amedisys, Inc.*		791		22,449
American Medical Systems Holdings, Inc.*		1,200		21,516
American Reprographics Co.*		3,000		21,090
AMERIGROUP Corp.*		960		41,309
Amgen, Inc.*		2,200		115,918
Anheuser-Busch InBev NV (Belgium)		890		48,573
AstraZeneca PLC (United Kingdom)		1,894		88,356
British American Tobacco PLC (United Kingdom)		2,792		101,333
Bruker Corp.*		3,365		51,888
Capella Education Co.*		300		16,437
Catalyst Health Solutions, Inc.*		822		35,280
CBIZ, Inc.*		4,000		24,080
Centene Corp.*		848		19,716
Coca-Cola (The) Co.		4,885		308,585
DANONE S.A. (France)		732		42,999
Diageo PLC (United Kingdom)		3,976		70,837
Ennis, Inc.		1,500		25,605
Fresh Del Monte Produce, Inc. (Cayman Islands)		1,161		25,496
GlaxoSmithKline PLC (United Kingdom)		7,205		135,995
HEALTHSOUTH Corp.*		1,600		28,800
Healthspring, Inc.*		950		25,489
Heidrick & Struggles International, Inc.		1,367		28,393
HMS Holdings Corp.*		400		25,204
Hospira, Inc.*		2,100		118,146
Johnson & Johnson		6,300		387,765
Kraft Foods, Inc., Class A		3,562		107,751
Lancaster Colony Corp.		505		26,295
Live Nation Entertainment, Inc.*		3,300		35,508
Magellan Health Services, Inc.*		675		32,873
Martek Biosciences Corp.*		591		13,002
Masimo Corp.		1,900		58,634
MasterCard, Inc., Class A		311		73,716
Medifast, Inc.*		900		21,924
Merck & Co., Inc.		6,900		237,843
Molson Coors Brewing Co., Class B		1,953		93,060
Nestle S.A. (Switzerland)		4,557		249,407


	Number of Shares		Value

Consumer, Non-cyclical (Continued)
Novartis AG (Switzerland)		2,839	$	151,677
Novo Nordisk A/S, Class B (Denmark)		614		60,913
Pfizer, Inc.		17,817		290,239
Philip Morris International, Inc.		3,780		215,044
Procter & Gamble (The) Co.		6,333		386,756
Reckitt Benckiser Group PLC (United Kingdom)		816		43,207
Roche Holding AG (Switzerland)		1,040		143,787
Rollins, Inc.		1,845		49,852
Ruddick Corp.		914		33,599
Safeway, Inc.		4,712		108,329
Salix Pharmaceuticals Ltd.*		900		40,185
Sanofi-Aventis (France)		1,558		94,470
Seaboard Corp.		23		42,826
Select Medical Holdings Corp.*		2,900		17,951
Sirona Dental Systems, Inc.*		969		36,619
SonoSite, Inc.*		900		27,342
Sotheby’s		1,000		40,110
STERIS Corp.		1,078		37,094
Takeda Pharmaceutical Co. Ltd. (Japan)		1,083		50,291
Tejon Ranch Co.*		1,100		26,609
Tesco PLC (United Kingdom)		12,229		78,903
Teva Pharmaceutical Industries Ltd. (Israel)		1,372		69,962
TreeHouse Foods, Inc.*		600		29,808
Unilever NV (Netherlands)		2,234		63,193
Unilever PLC (United Kingdom)		1,746		48,319
UnitedHealth Group, Inc.		2,359		86,151
ViroPharma, Inc.*		150		2,318
Visa, Inc., Class A		1,863		137,583
WellCare Health Plans, Inc.*		808		22,745
WellPoint, Inc.*		900		50,166
Woolworths Ltd. (Australia)		1,707		43,874

				5,778,444

Diversified — 0.2%
LVMH Moet Hennessy Louis Vuitton S.A. (France)		364		55,368

Energy — 9.4%
American Oil & Gas, Inc.*		4,000		38,480
Berry Petroleum Co., Class A		853		32,508
BG Group PLC (United Kingdom)		4,496		81,326
Bill Barrett Corp.*		856		32,913
BP PLC (United Kingdom)		33,032		219,119
Brigham Exploration Co.*		1,900		47,785
CARBO Ceramics, Inc.		400		38,860
Chevron Corp.		4,226		342,179
Complete Production Services, Inc.*		1,100		31,295
ConocoPhillips		3,128		188,212
Delek US Holdings, Inc.		3,600		25,632
Devon Energy Corp.		1,000		70,570
Dril-Quip, Inc.*		708		54,828
ENI S.p.A (Italy)		3,762		75,906
Exxon Mobil Corp.		11,181		777,749
Helix Energy Solutions Group, Inc.*		1,900		26,657
Hornbeck Offshore Services, Inc.*		1,500		33,075
Key Energy Services, Inc.*		2,100		21,630


See Notes to Financial Statements.		25

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS (CONTINUED)

TDX INDEPENDENCE 2030 EXCHANGE-TRADED FUND (Continued)

November 30, 2010 (Unaudited)


	Number of Shares		Value

Energy (Continued)
Occidental Petroleum Corp.		1,741	$	153,504
Peabody Energy Corp.		3,154		185,487
Royal Dutch Shell PLC, Class A (United Kingdom)		4,967		149,757
Royal Dutch Shell PLC, Class B (United Kingdom)		3,819		113,479
RPC, Inc.		1,749		51,246
Schlumberger Ltd. (Netherlands Antilles)		2,444		189,018
Southwestern Energy Co.*		835		30,227
Statoil ASA (Norway)		1,203		23,847
Total S.A. (France)		2,963		143,927
Williams (The) Cos., Inc.		7,100		161,951
Woodside Petroleum Ltd. (Australia)		735		29,571

				3,370,738

Financial — 15.7%
Alexander’s, Inc. REIT		95		36,621
Allianz SE (Germany)		651		71,609
American Campus Communities, Inc. REIT		924		29,051
American Capital Ltd.*		5,400		38,826
American Express Co.		2,600		112,372
Apollo Investment Corp.		3,100		32,736
Ashford Hospitality Trust, Inc. REIT*		3,100		29,140
Associated Estates Realty Corp. REIT		1,900		28,405
Australia & New Zealand Banking Group Ltd. (Australia)		3,526		76,627
AXA S.A. (France)		2,577		37,102
Banco Bilbao Vizcaya Argentaria S.A. (Spain)		4,409		40,618
Banco Santander S.A. (Spain)		9,462		89,915
Bank of America Corp.		21,160		231,702
Barclays PLC (United Kingdom)		16,890		67,377
Berkshire Hathaway, Inc., Class B*		5,738		457,205
BioMed Realty Trust, Inc. REIT		1,800		31,734
BNP Paribas (France)		1,264		75,031
Boston Properties, Inc. REIT		1,600		134,079
CBL & Associates Properties, Inc. REIT		2,200		36,300
Charles Schwab (The) Corp.		2,565		38,552
Citigroup, Inc.*		62,000		260,400
Commonwealth Bank of Australia (Australia)		2,200		101,866
Community Trust Bancorp, Inc.		900		24,759
Credit Acceptance Corp.*		500		31,035
Credit Suisse Group AG (Switzerland)		1,470		54,629
Deutsche Bank AG (Germany) (b)		918		43,731
Entertainment Properties Trust REIT		700		32,410
Equity Lifestyle Properties, Inc. REIT		460		24,785
Equity One, Inc. REIT		1,529		26,467
Equity Residential REIT		600		29,988
Evercore Partners, Inc., Class A		1,100		33,198
FirstMerit Corp.		1,458		25,406
Franklin Resources, Inc.		504		57,501
Goldman Sachs Group (The), Inc.		1,027		160,356
Highwoods Properties, Inc. REIT		726		22,150
Home Properties, Inc. REIT		600		32,154
HSBC Holdings PLC (United Kingdom)		25,115		253,569
ING Groep NV (Netherlands)*		5,117		45,308
Investors Bancorp, Inc.*		2,000		24,500
JPMorgan Chase & Co.		8,356		312,348


	Number of Shares		Value

Financial (Continued)
Kilroy Realty Corp. REIT		900	$	30,708
LaSalle Hotel Properties REIT		1,100		26,180
Lloyds Banking Group PLC (United Kingdom)*		51,143		48,115
M&T Bank Corp.		1,500		115,440
MFA Financial, Inc. REIT		4,174		34,018
Mid-America Apartment Communities, Inc. REIT		522		32,035
Mitsubishi UFJ Financial Group, Inc. (Japan)		18,379		86,882
Mizuho Financial Group, Inc. (Japan)		23,423		37,188
Muenchener Rueckversicherungs-Gesellschaft AG (Germany)		301		41,925
National Australia Bank Ltd. (Australia)		2,973		66,862
National Interstate Corp.		1,200		24,780
National Retail Properties, Inc. REIT		1,487		38,677
Nomura Holdings, Inc. (Japan)		6,000		34,523
Nordea Bank AB (Sweden)		4,246		42,293
Northern Trust Corp.		2,928		147,278
OMEGA Healthcare Investors, Inc. REIT		1,508		31,834
Pebblebrook Hotel Trust REIT*		1,400		26,236
Platinum Underwriters Holdings Ltd. (Bermuda)		462		19,972
ProAssurance Corp.*		601		35,597
Prosperity Bancshares, Inc.		844		27,464
Public Storage REIT		400		38,640
Signature Bank*		700		30,765
Simon Property Group, Inc. REIT		585		57,623
Societe Generale (France)		792		36,811
Standard Chartered PLC (United Kingdom)		2,482		66,909
Sumitomo Mitsui Financial Group, Inc. (Japan)		1,978		60,660
SVB Financial Group*		700		31,451
T. Rowe Price Group, Inc.		3,100		180,824
Tanger Factory Outlet Centers, Inc. REIT		588		28,212
Tower Group, Inc.		727		18,698
Travelers (The) Cos., Inc.		1,100		59,389
UBS AG (Switzerland)*		4,062		61,254
UMB Financial Corp.		688		25,662
UniCredit S.p.A (Italy)		22,667		43,995
Universal Health Realty Income Trust REIT		800		28,056
US. Bancorp		4,200		99,876
Washington Real Estate Investment Trust REIT		1,040		31,907
Webster Financial Corp.		1,300		21,450
Wells Fargo & Co.		11,565		314,684
Westamerica Bancorporation		564		27,568
Westpac Banking Corp. (Australia)		4,304		88,210
Zurich Financial Services AG (Switzerland)		211		47,272

				5,639,485

Industrial — 9.1%
AAON, Inc.		1,100		28,215
ABB Ltd. (Switzerland)*		3,223		62,895
Acuity Brands, Inc.		700		37,702
BAE Systems PLC (United Kingdom)		5,033		25,889
Baldor Electric Co.		853		54,003
Benchmark Electronics, Inc.*		1,166		18,738
Boeing (The) Co.		1,700		108,409
Brady Corp., Class A		900		27,837
Cascade Corp.		700		25,564


See Notes to Financial Statements.		26

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS (CONTINUED)

TDX INDEPENDENCE 2030 EXCHANGE-TRADED FUND (Continued)

November 30, 2010 (Unaudited)


	Number of Shares		Value

Industrial (Continued)
Caterpillar, Inc.		1,316	$	111,334
CLARCOR, Inc.		926		37,697
Clean Harbors, Inc.*		500		37,025
East Japan Railway Co. (Japan)		486		29,008
Eaton Corp.		2,032		195,885
EMCOR Group, Inc.*		1,263		33,849
Emerson Electric Co.		1,597		87,948
EnerSys*		800		24,152
Fanuc Corp. (Japan)		299		42,796
FedEx Corp.		700		63,784
General Dynamics Corp.		1,017		67,214
General Electric Co.		23,428		370,866
GrafTech International Ltd.*		2,175		42,630
Graphic Packaging Holding Co.*		5,200		19,344
Griffon Corp.*		1,124		13,623
Hexcel Corp.*		1,500		25,725
Ingersoll-Rand PLC (Ireland)		4,000		164,000
Kaydon Corp.		500		17,490
Knight Transportation, Inc.		1,582		30,501
Komatsu Ltd. (Japan)		1,300		35,972
Koninklijke Philips Electronics NV (Netherlands)		1,474		39,891
Lindsay Corp.		800		47,232
Metabolix, Inc.*		1,600		16,384
Mitsubishi Electric Corp. (Japan)		3,000		29,688
Moog, Inc., Class A*		700		25,802
Nordson Corp.		500		39,715
Parker Hannifin Corp.		2,000		160,460
Republic Services, Inc.		4,729		133,074
Rock-Tenn Co., Class A		695		37,593
Schneider Electric S.A. (France)		369		51,949
Siemens AG (Germany)		1,102		120,916
Silgan Holdings, Inc.		1,402		48,004
Simpson Manufacturing Co., Inc.		900		23,283
Sun Hydraulics Corp.		1,100		34,276
Thermo Fisher Scientific, Inc.*		900		45,774
Toshiba Corp. (Japan)		6,000		31,228
TriMas Corp.*		2,300		45,885
Union Pacific Corp.		1,167		105,158
United Parcel Service, Inc., Class B		2,078		145,730
United Technologies Corp.		2,056		154,755
Vinci S.A. (France)		606		29,424
Watts Water Technologies, Inc., Class A		600		19,530
Woodward Governor Co.		1,100		37,125
Worthington Industries, Inc.		1,200		19,224

				3,282,195

Technology — 7.3%
Apple, Inc.*		2,029		631,324
Applied Materials, Inc.		3,000		37,290
CACI International, Inc., Class A*		545		27,430
Compellent Technologies, Inc.*		2,100		54,600
Concur Technologies, Inc.*		895		45,833
EMC Corp.*		4,266		91,676
Intel Corp.		11,400		240,768
International Business Machines Corp.		2,800		396,088
Jack Henry & Associates, Inc.		1,550		42,377
Microsoft Corp.		17,989		453,502
Netlogic Microsystems, Inc.*		1,000		31,200
Parametric Technology Corp.*		2,123		45,475


	Number of Shares		Value

Technology (Continued)
Quality Systems, Inc.		568	$	36,630
Quest Software, Inc.*		1,701		43,035
Riverbed Technology, Inc.*		2,496		84,639
SAP AG (Germany)		1,255		58,715
SRA International, Inc., Class A*		984		19,306
TriQuint Semiconductor, Inc.*		2,350		27,989
Ultratech, Inc.*		1,500		27,555
VeriFone Systems, Inc.*		1,300		45,175
Xerox Corp.		16,700		191,382

				2,631,989

Utilities — 1.9%
Cleco Corp.		900		27,297
E.ON AG (Germany)		2,973		85,549
ENEL S.p.A (Italy)		9,907		46,685
GDF Suez (France)		1,703		56,641
National Fuel Gas Co.		1,000		63,360
Nicor, Inc.		846		36,590
Piedmont Natural Gas Co., Inc.		802		23,723
RWE AG (Germany)		680		42,454
Sempra Energy		3,000		150,270
Southern Co.		1,767		66,651
Tokyo Electric Power (The) Co., Inc. (Japan)		1,698		39,526
WGL Holdings, Inc.		947		34,338

				673,084

TOTAL COMMON STOCKS (Cost $29,250,606)				29,674,768


	Principal Amount		Value
CORPORATE BONDS — 12.7%
Basic Materials — 0.9%
ArcelorMittal (Luxembourg) 9.85%, 6/01/19	$	65,000		82,411
Dow Chemical (The) Co. 8.55%, 5/15/19		75,000		94,853
Rio Tinto Finance USA Ltd. (Australia) 9.00%, 5/01/19		75,000		102,914
Vale Overseas Ltd. (Cayman Islands) 6.875%, 11/21/36		52,000		57,828

				338,006

Communications — 2.6%
BellSouth Corp. 6.00%, 11/15/34		123,000		125,692
British Telecommunications PLC (United Kingdom) 9.875%, 12/15/30		34,000		45,442
CBS Corp. 7.875%, 7/30/30		17,000		19,896
Cisco Systems, Inc. 5.90%, 2/15/39		52,000		58,139
Cisco Systems, Inc. 4.45%, 1/15/20		68,000		73,693
Comcast Corp. 6.45%, 3/15/37		51,000		55,083


See Notes to Financial Statements.		27

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS (CONTINUED)

TDX INDEPENDENCE 2030 EXCHANGE-TRADED FUND (Continued)

November 30, 2010 (Unaudited)


	Principal Amount		Value

Communications (Continued)
Deutsche Telekom International Finance BV (Netherlands) 8.75%, 6/15/30	$	78,000	$	106,164
News America, Inc. 6.20%, 12/15/34		87,000		92,122
Telecom Italia Capital S.A. (Luxembourg) 7.721%, 6/04/38		49,000		49,515
Time Warner Cable, Inc. 6.55%, 5/01/37		21,000		22,698
Time Warner, Inc. 7.70%, 5/01/32		87,000		106,636
Verizon Global Funding Corp. 7.75%, 12/01/30		140,000		178,336
Viacom, Inc. 6.25%, 4/30/16		17,000		19,879

				953,295

Consumer, Cyclical — 1.0%
CVS Caremark Corp. 6.125%, 9/15/39		50,000		54,677
Target Corp. 7.00%, 1/15/38		110,000		139,029
Wal-Mart Stores, Inc. 6.50%, 8/15/37		120,000		144,443
Wal-Mart Stores, Inc. 4.55%, 5/01/13		6,000		6,527

				344,676

Consumer, Non-Cyclical — 1.6%
Abbott Laboratories 5.875%, 5/15/16		16,000		19,012
Aetna, Inc. 6.625%, 6/15/36		20,000		22,397
Anheuser-Busch InBev Worldwide, Inc. 5.375%, 1/15/20		49,000		54,958
AstraZeneca PLC (United Kingdom) 6.45%, 9/15/37		51,000		61,595
Bristol-Myers Squibb Co. 5.875%, 11/15/36		59,000		68,016
Coca-Cola Enterprises, Inc. 8.50%, 2/01/22		99,000		142,517
Eli Lilly & Co. 5.55%, 3/15/37		34,000		36,571
Johnson & Johnson 5.95%, 8/15/37		37,000		44,086
Merck & Co., Inc. 5.00%, 6/30/19		24,000		27,480
Procter & Gamble (The) Co. 5.55%, 3/05/37		20,000		22,433
Unilever Capital Corp. 5.90%, 11/15/32		84,000		96,091

				595,156

Energy — 1.2%
ConocoPhillips 5.90%, 10/15/32		132,000		148,912
Kinder Morgan Energy Partners LP 5.80%, 3/15/35		98,000		93,872


	Principal Amount		Value

Energy (Continued)
Petrobras International Finance Co. (Cayman Islands) 5.75%, 1/20/20	$	54,000	$	58,582
Shell International Finance BV (Netherlands) 6.375%, 12/15/38		48,000		57,245
Suncor Energy, Inc. (Canada) 6.50%, 6/15/38		34,000		37,609
TransCanada PipeLines Ltd. (Canada) 7.625%, 1/15/39		19,000		24,746

				420,966

Financial — 2.8%
Allstate (The) Corp. 5.55%, 5/09/35		38,000		39,061
Bank of New York Mellon (The) Corp., Series G, MTN 4.60%, 1/15/20		132,000		143,217
Bear Stearns & Co., Inc. 7.25%, 2/01/18		34,000		40,674
Chubb Corp. 6.00%, 5/11/37		31,000		33,717
Citigroup, Inc. 8.125%, 7/15/39		122,000		148,796
Credit Suisse (USA), Inc. 7.125%, 7/15/32		63,000		76,564
General Electric Capital Corp., Series A, MTN 6.75%, 3/15/32		153,000		167,353
Goldman Sachs Group (The), Inc. 5.00%, 10/01/14		65,000		70,135
6.75%, 10/01/37		76,000		76,508
JPMorgan Chase Bank NA 5.875%, 6/13/16		50,000		55,973
Merrill Lynch & Co., Inc., Series C, MTN 5.00%, 1/15/15		72,000		75,088
PNC Funding Corp. 5.25%, 11/15/15		9,000		9,862
Principal Financial Group, Inc. 6.05%, 10/15/36		32,000		31,894
Travelers (The) Cos., Inc. 6.25%, 3/15/37 (a)		31,000		32,049

				1,000,891

Industrial — 0.7%
Burlington Northern Santa Fe LLC 6.15%, 5/01/37		30,000		33,349
CSX Corp. 6.00%, 10/01/36		84,000		89,087
Lockheed Martin Corp., Series B 6.15%, 9/01/36		15,000		17,020
Norfolk Southern Corp. 7.90%, 5/15/97		36,000		45,276
United Parcel Service, Inc. 6.20%, 1/15/38		18,000		21,474
United Technologies Corp. 6.125%, 7/15/38		36,000		42,140

				248,346


See Notes to Financial Statements.		28

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS (CONTINUED)

TDX INDEPENDENCE 2030 EXCHANGE-TRADED FUND (Continued)

November 30, 2010 (Unaudited)


	Principal Amount		Value

Technology — 0.2%
Dell, Inc. 5.875%, 6/15/19	$	26,000	$	29,364
Microsoft Corp. 4.20%, 6/01/19		32,000		34,873

				64,237

Utilities — 1.7%
Appalachian Power Co. 7.95%, 1/15/20		45,000		58,505
Florida Power & Light Co. 5.95%, 2/01/38		60,000		68,132
MidAmerican Energy Holdings Co. 6.125%, 4/01/36		150,000		167,151
Oncor Electric Delivery Co. LLC 7.00%, 9/01/22		80,000		98,331
Pacific Gas & Electric Co. 6.05%, 3/01/34		32,000		35,416
6.25%, 3/01/39		45,000		51,591
Public Service Co. of Colorado 5.125%, 6/01/19		50,000		56,632
Scana Corp., MTN 6.25%, 4/01/20		31,000		35,296
Southern California Edison Co. 6.05%, 3/15/39		24,000		27,595

				598,649

TOTAL CORPORATE BONDS (Cost $4,390,619)				4,564,222

UNITED STATES GOVERNMENT & AGENCIES OBLIGATIONS — 3.5%
Federal Home Loan Mortgage Corp. — 0.2%
6.25%, 7/15/32		49,000		63,003

Federal National Mortgage Association — 0.1%
5.00%, 5/11/17		33,000		38,376

United States Treasury Bonds/Notes — 3.2%
1.75%, 11/15/11		157,000		159,171
7.50%, 11/15/16		171,300		226,839
8.125%, 8/15/19		100,000		144,578
3.625%, 2/15/20		35,000		37,825
4.375%, 2/15/38		342,200		360,700
4.625%, 2/15/40		108,000		117,973
4.375%, 5/15/40		113,000		118,385

				1,165,471

TOTAL UNITED STATES GOVERNMENT & AGENCIES OBLIGATIONS (Cost $1,213,934)				1,266,850

SOVEREIGN BONDS — 0.7%
Federative Republic of Brazil (Brazil) 7.125%, 1/20/37		60,000		74,250
Province of Quebec, Series PD (Canada) 7.50%, 9/15/29		72,000		101,722
Republic of Italy (Italy) 5.25%, 9/20/16		25,000		27,472


	Principal Amount		Value

SOVEREIGN BONDS (Continued)
United Mexican States (Mexico) 5.625%, 1/15/17	$	50,000	$	56,500

TOTAL SOVEREIGN BONDS (Cost $240,440)				259,944


TOTAL INVESTMENTS — 99.5%
(Cost $35,095,599)				35,765,784
Other assets less liabilities — 0.5%				175,649

NET ASSETS — 100.0%			$	35,941,433

MTN – Medium Term Note.

REIT – Real Estate Investment Trust.

* Non-income producing security.

(a) Variable Rate Coupon. Stated interest rate was in effect at November 30, 2010.

(b) Affiliated company. The Advisor is a subsidiary of Deutsche Bank AG. Therefore, Deutsche Bank AG is considered to be affiliated with the Fund. See Note 5.

COUNTRY BREAKDOWN AS OF NOVEMBER 30, 2010

(Unaudited)


	Value		% of Net Assets
United States	$	27,038,341		75.2	%
United Kingdom		2,249,834		6.3
Japan		1,016,314		2.8
Switzerland		996,134		2.8
Germany		769,265		2.1
France		768,249		2.1
Australia		745,969		2.1
Netherlands		311,801		0.9
Spain		244,551		0.7
Canada		229,525		0.6
Italy		194,058		0.5
Netherlands Antilles		189,018		0.5
Luxembourg		169,577		0.5
Ireland		164,000		0.5
Cayman Islands		141,906		0.4
Sweden		128,283		0.3
Brazil		74,250		0.2
Israel		69,962		0.2
Denmark		60,913		0.2
Mexico		56,500		0.2
Finland		54,942		0.1
Belgium		48,573		0.1
Norway		23,847		0.1
Bermuda		19,972		0.1

TOTAL INVESTMENTS		35,765,784		99.5
Other assets less liabilities		175,649		0.5

NET ASSETS	$	35,941,433		100.0	%


See Notes to Financial Statements.		29

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS

TDX INDEPENDENCE 2040 EXCHANGE-TRADED FUND

November 30, 2010 (Unaudited)


	Number of Shares		Value

COMMON STOCKS — 94.7%
Basic Materials — 5.8%
Air Liquide S.A. (France)		310	$	36,400
Allied Nevada Gold Corp.*		1,689		45,164
Anglo American PLC (United Kingdom)		1,968		86,445
ArcelorMittal (Luxembourg)		1,147		36,260
BASF SE (Germany)		1,353		101,273
Bayer AG (Germany)		1,141		83,102
BHP Billiton Ltd. (Australia)		4,740		194,291
BHP Billiton PLC (United Kingdom)		3,266		116,222
Buckeye Technologies, Inc.		2,400		47,808
Coeur d’Alene Mines Corp.*		1,600		38,960
Dow Chemical (The) Co.		2,147		66,943
E.I. du Pont de Nemours & Co.		1,747		82,092
Freeport-McMoRan Copper & Gold, Inc.		889		90,073
Metals USA Holdings Corp.*		1,955		26,647
Newmont Mining Corp.		1,288		75,773
Potlatch Corp. REIT		684		21,669
Rio Tinto Ltd. (Australia)		624		49,198
Rio Tinto PLC (United Kingdom)		1,930		122,617
Rockwood Holdings, Inc.*		1,213		46,300
Sensient Technologies Corp.		835		28,365
Sherwin-Williams (The) Co.		1,386		102,799
Solutia, Inc.*		1,955		41,798
Syngenta AG (Switzerland)		141		39,328
Vulcan Materials Co.		1,555		62,387
Weyerhaeuser Co.		6,607		110,271
Xstrata PLC (United Kingdom)		2,815		56,641

				1,808,826

Communications — 10.0%
Acme Packet, Inc.*		889		43,543
ADTRAN, Inc.		889		27,683
Anixter International, Inc.		640		35,757
Arris Group, Inc.*		2,229		22,312
AT&T, Inc.		12,890		358,214
Calix, Inc.*		2,222		28,375
Cisco Systems, Inc.*		11,858		227,199
Comcast Corp., Class A		5,861		117,220
Corning, Inc.		3,846		67,920
Deutsche Telekom AG (Germany)		3,808		48,906
Digital River, Inc.*		656		24,154
Discovery Communications, Inc., Class A*		3,555		144,973
eResearch Technology, Inc.*		3,899		21,873
France Telecom S.A. (France)		2,673		54,281
Google, Inc., Class A*		655		363,990
GSI Commerce, Inc.*		1,155		27,547
Limelight Networks, Inc.*		5,688		40,385
News Corp., Class A		4,605		62,812
Nokia Corp. (Finland)		5,752		53,275
NTT DoCoMo, Inc. (Japan)		22		35,664
Orbitz Worldwide, Inc.*		5,777		31,542
Rackspace Hosting, Inc.*		2,190		63,882
Symantec Corp.*		9,243		155,283
Telefonaktiebolaget LM Ericsson, Class B (Sweden)		3,196		32,971
Telefonica S.A. (Spain)		5,890		125,667
Thomson Reuters Corp. (Canada)		1,778		64,648


	Number of Shares		Value

Communications (Continued)
TIBCO Software, Inc.*		2,942	$	57,781
Time Warner, Inc.		2,364		69,714
Verizon Communications, Inc.		6,649		212,834
Vivendi (France)		1,740		42,572
Vodafone Group PLC (United Kingdom)		66,352		166,109
Walt Disney (The) Co.		4,076		148,814
Windstream Corp.		5,333		69,542
Yahoo!, Inc.*		3,433		54,138

				3,101,580

Consumer, Cyclical — 10.4%
Alaska Air Group, Inc.*		533		29,315
Buckle (The), Inc.		854		32,580
Callaway Golf Co.		3,999		30,632
Carter’s, Inc.*		1,060		33,560
Casey’s General Stores, Inc.		861		34,220
Cash America International, Inc.		444		16,073
Cinemark Holdings, Inc.		2,050		35,978
Coach, Inc.		3,999		226,102
Collective Brands, Inc.*		1,244		21,011
Columbia Sportswear Co.		580		32,271
Compagnie Financiere Richemont S.A. (Switzerland)		691		37,507
CVS Caremark Corp.		2,902		89,962
Daimler AG (Germany)*		1,116		72,449
Dana Holding Corp.*		2,133		32,230
Deckers Outdoor Corp.*		622		47,832
Dillard’s, Inc., Class A		1,155		36,013
Dollar General Corp.*		4,266		140,095
Dress Barn (The), Inc.*		1,100		27,170
Exide Technologies*		4,355		35,624
Ford Motor Co.*		5,963		95,050
G&K Services, Inc., Class A		1,155		32,040
Gaylord Entertainment Co.*		622		21,353
Hennes & Mauritz AB, Class B (Sweden)		1,326		44,762
Honda Motor Co. Ltd. (Japan)		2,270		81,565
JetBlue Airways Corp.*		5,053		34,310
Johnson Controls, Inc.		1,422		51,817
Jones Group (The), Inc.		1,600		21,664
K-Swiss, Inc., Class A*		2,311		28,934
La-Z-Boy, Inc.*		3,111		23,426
Liz Claiborne, Inc.*		5,777		42,230
Lowe’s Cos., Inc.		3,288		74,637
McDonald’s Corp.		2,234		174,923
Men’s Wearhouse (The), Inc.		936		26,695
Mitsubishi Corp. (Japan)		1,992		50,317
Mitsui & Co. Ltd. (Japan)		2,801		43,702
Nike, Inc., Class B		1,067		91,901
Nintendo Co. Ltd. (Japan)		137		37,173
Nissan Motor Co. Ltd. (Japan)		3,204		30,024
Nu Skin Enterprises, Inc., Class A		889		28,101
Owens & Minor, Inc.		1,128		31,866
Panasonic Corp. (Japan)		2,734		39,295
Penske Automotive Group, Inc.*		1,422		21,458
Polaris Industries, Inc.		533		38,744
Retail Ventures, Inc.*		2,844		46,642
Saks, Inc.*		2,666		29,699


See Notes to Financial Statements.		30

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS (CONTINUED)

TDX INDEPENDENCE 2040 EXCHANGE-TRADED FUND (Continued)

November 30, 2010 (Unaudited)


	Number of Shares		Value

Consumer, Cyclical (Continued)
Skechers U.S.A., Inc., Class A*		800	$	18,472
Sony Corp. (Japan)		1,491		52,880
Tenneco, Inc.*		889		32,413
Toyota Motor Corp. (Japan)		4,328		166,363
Under Armour, Inc., Class A*		800		46,184
US Airways Group, Inc.*		2,577		28,759
Vail Resorts, Inc.*		616		27,892
Walgreen Co.		1,955		68,132
Wal-Mart Stores, Inc.		8,025		434,072
Warnaco Group (The), Inc.*		788		42,434
Watsco, Inc.		570		34,354
World Fuel Services Corp.		1,113		33,501

				3,238,408

Consumer, Non-cyclical — 18.4%
Abbott Laboratories		3,444		160,180
ABM Industries, Inc.		889		20,474
Accuray, Inc.*		3,910		23,382
Aetna, Inc.		5,066		150,055
Alcon, Inc. (Switzerland)		622		97,809
Amedisys, Inc.*		827		23,470
American Medical Systems Holdings, Inc.*		1,155		20,709
American Reprographics Co.*		3,022		21,245
AMERIGROUP Corp.*		926		39,846
Amgen, Inc.*		2,133		112,387
Anheuser-Busch InBev NV (Belgium)		859		46,881
AstraZeneca PLC (United Kingdom)		1,825		85,137
British American Tobacco PLC (United Kingdom)		2,678		97,196
Bruker Corp.*		3,243		50,007
Capella Education Co.*		267		14,629
Catalyst Health Solutions, Inc.*		835		35,838
CBIZ, Inc.*		3,999		24,074
Centene Corp.*		816		18,972
Coca-Cola (The) Co.		4,833		305,300
DANONE S.A. (France)		723		42,470
Diageo PLC (United Kingdom)		3,706		66,026
Ennis, Inc.		1,511		25,793
Fresh Del Monte Produce, Inc. (Cayman Islands)		1,116		24,507
Gentiva Health Services, Inc.*		356		8,181
GlaxoSmithKline PLC (United Kingdom)		6,908		130,389
HEALTHSOUTH Corp.*		1,600		28,800
Healthspring, Inc.*		978		26,240
Heidrick & Struggles International, Inc.		1,315		27,313
HMS Holdings Corp.*		444		27,976
Hospira, Inc.*		2,044		114,995
Johnson & Johnson		6,584		405,246
Kraft Foods, Inc., Class A		3,440		104,060
Lancaster Colony Corp.		493		25,671
Live Nation Entertainment, Inc.*		3,288		35,379
Magellan Health Services, Inc.*		648		31,558
Martek Biosciences Corp.*		569		12,518
Masimo Corp.		1,866		57,585
MasterCard, Inc., Class A		242		57,361
Medifast, Inc.*		889		21,656
Merck & Co., Inc.		6,844		235,913
Molson Coors Brewing Co., Class B		1,947		92,775


	Number of Shares		Value

Consumer, Non-cyclical (Continued)
Nestle S.A. (Switzerland)		4,499	$	246,233
Novartis AG (Switzerland)		2,802		149,701
Novo Nordisk A/S, Class B (Denmark)		593		58,829
Pfizer, Inc.		17,286		281,590
Philip Morris International, Inc.		3,735		212,484
Procter & Gamble (The) Co.		6,428		392,558
Reckitt Benckiser Group PLC (United Kingdom)		783		41,460
Roche Holding AG (Switzerland)		991		137,012
Rollins, Inc.		1,802		48,690
Ruddick Corp.		883		32,459
Safeway, Inc.		4,719		108,490
Salix Pharmaceuticals Ltd.*		889		39,694
Sanofi-Aventis (France)		1,500		90,953
Seaboard Corp.		23		42,826
Select Medical Holdings Corp.*		2,933		18,155
Sirona Dental Systems, Inc.*		931		35,182
SonoSite, Inc.*		889		27,008
Sotheby’s		978		39,228
STERIS Corp.		1,038		35,718
Takeda Pharmaceutical Co. Ltd. (Japan)		1,236		57,396
Tejon Ranch Co.*		1,067		25,811
Tesco PLC (United Kingdom)		11,750		75,812
Teva Pharmaceutical Industries Ltd. (Israel)		1,354		69,044
TreeHouse Foods, Inc.*		533		26,479
Unilever NV (Netherlands)		2,155		60,959
Unilever PLC (United Kingdom)		1,686		46,659
UnitedHealth Group, Inc.		2,314		84,507
Visa, Inc., Class A		1,848		136,475
WellCare Health Plans, Inc.*		775		21,816
WellPoint, Inc.*		889		49,553
Woolworths Ltd. (Australia)		1,685		43,309

				5,686,093

Diversified — 0.2%
LVMH Moet Hennessy Louis Vuitton S.A. (France)		349		53,086

Energy — 10.8%
American Oil & Gas, Inc.*		3,911		37,624
Berry Petroleum Co., Class A		819		31,212
BG Group PLC (United Kingdom)		4,326		78,251
Bill Barrett Corp.*		823		31,644
BP PLC (United Kingdom)		32,610		216,320
Brigham Exploration Co.*		1,866		46,930
CARBO Ceramics, Inc.		356		34,585
Chevron Corp.		4,208		340,722
Complete Production Services, Inc.*		1,155		32,860
ConocoPhillips		3,151		189,596
Delek US Holdings, Inc.		3,644		25,945
Devon Energy Corp.		978		69,017
Dril-Quip, Inc.*		681		52,737
ENI S.p.A (Italy)		4,108		82,888
Exxon Mobil Corp.		11,139		774,829
Helix Energy Solutions Group, Inc.*		1,866		26,180
Hornbeck Offshore Services, Inc.*		1,511		33,318
Key Energy Services, Inc.*		2,133		21,970
Occidental Petroleum Corp.		1,703		150,154
Peabody Energy Corp.		3,116		183,252


See Notes to Financial Statements.		31

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS (CONTINUED)

TDX INDEPENDENCE 2040 EXCHANGE-TRADED FUND (Continued)

November 30, 2010 (Unaudited)


	Number of Shares		Value

Energy (Continued)
Royal Dutch Shell PLC, Class A (United Kingdom)		4,815	$	145,174
Royal Dutch Shell PLC, Class B (United Kingdom)		3,604		107,090
RPC, Inc.		1,682		49,283
Schlumberger Ltd. (Netherlands Antilles)		2,401		185,692
Southwestern Energy Co.*		804		29,105
Statoil ASA (Norway)		1,371		27,177
Total S.A. (France)		2,925		142,081
Williams (The) Cos., Inc.		7,021		160,149
Woodside Petroleum Ltd. (Australia)		707		28,444

				3,334,229

Financial — 18.1%
Alexander’s, Inc. REIT		92		35,464
Allianz SE (Germany)		569		62,589
American Campus Communities, Inc. REIT		887		27,887
American Capital Ltd.*		5,333		38,344
American Express Co.		2,577		111,378
Apollo Investment Corp.		3,022		31,912
Ashford Hospitality Trust, Inc. REIT*		3,111		29,243
Associated Estates Realty Corp. REIT		1,866		27,897
Australia & New Zealand Banking Group Ltd. (Australia)		3,481		75,649
AXA S.A. (France)		2,401		34,568
Banco Bilbao Vizcaya Argentaria S.A. (Spain)		4,257		39,218
Banco Santander S.A. (Spain)		9,594		91,170
Bank of America Corp.		20,586		225,417
Barclays PLC (United Kingdom)		16,674		66,515
Berkshire Hathaway, Inc., Class B*		5,665		451,387
BioMed Realty Trust, Inc. REIT		1,778		31,346
BNP Paribas (France)		1,216		72,181
Boston Properties, Inc. REIT		1,600		134,081
CBL & Associates Properties, Inc. REIT		2,222		36,663
Charles Schwab (The) Corp.		2,489		37,410
Citigroup, Inc.*		61,236		257,191
Commonwealth Bank of Australia (Australia)		2,171		100,524
Community Trust Bancorp, Inc.		889		24,456
Credit Acceptance Corp.*		533		33,083
Credit Suisse Group AG (Switzerland)		1,418		52,697
Deutsche Bank AG (Germany) (c)		1,220		58,118
Entertainment Properties Trust REIT		711		32,919
Equity Lifestyle Properties, Inc. REIT		446		24,030
Equity One, Inc. REIT		1,467		25,394
Equity Residential REIT		622		31,088
Evercore Partners, Inc., Class A		1,067		32,202
FirstMerit Corp.		1,415		24,656
Franklin Resources, Inc.		512		58,414
Goldman Sachs Group (The), Inc.		1,044		163,010
Highwoods Properties, Inc. REIT		1,275		38,900
Home Properties, Inc. REIT		533		28,563
HSBC Holdings PLC (United Kingdom)		24,325		245,593
ING Groep NV (Netherlands)*		5,052		44,733
Investors Bancorp, Inc.*		1,955		23,949
JPMorgan Chase & Co.		8,266		308,983
Kilroy Realty Corp. REIT		800		27,296
LaSalle Hotel Properties REIT		1,067		25,395


	Number of Shares		Value

Financial (Continued)
Lloyds Banking Group PLC (United Kingdom)*		50,488	$	47,499
M&T Bank Corp.		1,511		116,287
MFA Financial, Inc. REIT		4,031		32,853
Mid-America Apartment Communities, Inc. REIT		503		30,869
Mitsubishi UFJ Financial Group, Inc. (Japan)		17,861		84,433
Mizuho Financial Group, Inc. (Japan)		23,123		36,712
Muenchener Rueckversicherungs-Gesellschaft AG (Germany)		291		40,533
National Australia Bank Ltd. (Australia)		2,935		66,007
National Interstate Corp.		1,155		23,851
National Retail Properties, Inc. REIT		1,429		37,168
Nomura Holdings, Inc. (Japan)		5,955		34,264
Nordea Bank AB (Sweden)		4,150		41,337
Northern Trust Corp.		2,873		144,512
OMEGA Healthcare Investors, Inc. REIT		1,455		30,715
Pebblebrook Hotel Trust REIT*		1,333		24,980
Platinum Underwriters Holdings Ltd. (Bermuda)		840		36,313
ProAssurance Corp.*		581		34,413
Prosperity Bancshares, Inc.		817		26,585
Public Storage REIT		356		34,390
Signature Bank*		711		31,248
Simon Property Group, Inc. REIT		586		57,721
Societe Generale (France)		764		35,510
Standard Chartered PLC (United Kingdom)		2,921		78,744
Sumitomo Mitsui Financial Group, Inc. (Japan)		2,002		61,396
SVB Financial Group*		711		31,945
T. Rowe Price Group, Inc.		3,022		176,273
Tanger Factory Outlet Centers, Inc. REIT		569		27,301
Tower Group, Inc.		707		18,184
Travelers (The) Cos., Inc.		1,067		57,607
UBS AG (Switzerland)*		5,062		76,334
UMB Financial Corp.		755		28,162
UniCredit S.p.A (Italy)		15,830		30,725
Universal Health Realty Income Trust REIT		711		24,935
US. Bancorp		4,177		99,329
Washington Real Estate Investment Trust REIT		1,000		30,680
Webster Financial Corp.		1,244		20,526
Wells Fargo & Co.		11,297		307,390
Westamerica Bancorporation		549		26,835
Westpac Banking Corp. (Australia)		3,996		81,898
Zurich Financial Services AG (Switzerland)		205		45,928

				5,593,905

Industrial — 10.3%
AAON, Inc.		1,067		27,369
ABB Ltd. (Switzerland)*		3,121		60,904
Acuity Brands, Inc.		622		33,501
BAE Systems PLC (United Kingdom)		4,850		24,948
Baldor Electric Co.		822		52,041
Benchmark Electronics, Inc.*		1,118		17,966
Boeing (The) Co.		1,689		107,708
Brady Corp., Class A		889		27,497
Cascade Corp.		711		25,966
Caterpillar, Inc.		1,238		104,735
CLARCOR, Inc.		897		36,517
Clean Harbors, Inc.*		444		32,878


See Notes to Financial Statements.		32

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS (CONTINUED)

TDX INDEPENDENCE 2040 EXCHANGE-TRADED FUND (Continued)

November 30, 2010 (Unaudited)


	Number of Shares		Value

Industrial (Continued)
East Japan Railway Co. (Japan)		551	$	32,888
Eaton Corp.		2,015		194,245
EMCOR Group, Inc.*		1,216		32,589
Emerson Electric Co.		1,479		81,449
EnerSys*		711		21,465
Fanuc Corp. (Japan)		267		38,216
FedEx Corp.		622		56,677
General Dynamics Corp.		982		64,900
General Electric Co.		23,120		365,990
GrafTech International Ltd.*		2,095		41,062
Graphic Packaging Holding Co.*		5,066		18,846
Griffon Corp.*		1,086		13,162
Hexcel Corp.*		1,511		25,914
Ingersoll-Rand PLC (Ireland)		3,911		160,350
Kaydon Corp.		533		18,644
Knight Transportation, Inc.		1,534		29,576
Komatsu Ltd. (Japan)		1,244		34,423
Koninklijke Philips Electronics NV (Netherlands)		1,412		38,213
Lindsay Corp.		711		41,977
Metabolix, Inc.*		1,511		15,473
Mitsubishi Electric Corp. (Japan)		2,666		26,383
Moog, Inc., Class A*		711		26,207
Nordson Corp.		533		42,336
Parker Hannifin Corp.		1,955		156,850
Republic Services, Inc.		4,713		132,623
Rock-Tenn Co., Class A		673		36,403
Schneider Electric S.A. (France)		358		50,401
Siemens AG (Germany)		1,054		115,650
Silgan Holdings, Inc.		1,360		46,565
Simpson Manufacturing Co., Inc.		889		22,998
Sun Hydraulics Corp.		1,067		33,248
Thermo Fisher Scientific, Inc.*		889		45,215
Toshiba Corp. (Japan)		6,221		32,379
TriMas Corp.*		2,222		44,329
Union Pacific Corp.		1,142		102,905
United Parcel Service, Inc., Class B		2,109		147,904
United Technologies Corp.		2,030		152,798
Vinci S.A. (France)		588		28,550
Watts Water Technologies, Inc., Class A		622		20,246
Woodward Governor Co.		1,067		36,011
Worthington Industries, Inc.		1,244		19,929

				3,198,019

Technology — 8.5%
Apple, Inc.*		2,076		645,947
Applied Materials, Inc.		2,933		36,457
CACI International, Inc., Class A*		525		26,423
Compellent Technologies, Inc.*		2,133		55,458
Concur Technologies, Inc.*		863		44,194
EMC Corp.*		4,085		87,787
Intel Corp.		11,198		236,502
International Business Machines Corp.		2,872		406,274
Jack Henry & Associates, Inc.		1,498		40,955
Microsoft Corp.		17,728		446,924
Netlogic Microsystems, Inc.*		978		30,514
Parametric Technology Corp.*		2,041		43,718


	Number of Shares		Value

Technology (Continued)
Quality Systems, Inc.		551	$	35,534
Quest Software, Inc.*		1,638		41,441
Riverbed Technology, Inc.*		2,414		81,859
SAP AG (Germany)		1,212		56,703
SRA International, Inc., Class A*		947		18,580
TriQuint Semiconductor, Inc.*		2,100		25,011
Ultratech, Inc.*		1,511		27,757
VeriFone Systems, Inc.*		1,244		43,229
Xerox Corp.		16,442		188,425

				2,619,692

Utilities — 2.2%
Cleco Corp.		889		26,963
E.ON AG (Germany)		2,923		84,109
ENEL S.p.A (Italy)		9,436		44,466
GDF Suez (France)		1,639		54,513
National Fuel Gas Co.		978		61,966
Nicor, Inc.		816		35,292
Piedmont Natural Gas Co., Inc.		1,357		40,140
RWE AG (Germany)		655		40,893
Sempra Energy		2,933		146,914
Southern Co.		1,717		64,765
Tokyo Electric Power (The) Co., Inc. (Japan)		1,689		39,317
WGL Holdings, Inc.		915		33,178

				672,516

TOTAL COMMON STOCKS (Cost $29,756,751)				29,306,354


	Principal Amount		Value

CORPORATE BONDS — 2.9%
Basic Materials — 0.0% (a)
Vale Overseas Ltd. (Cayman Islands) 6.875%, 11/21/36	$	7,000		7,785

Communications — 0.6%
BellSouth Corp. 6.00%, 11/15/34		33,000		33,722
British Telecommunications PLC (United Kingdom) 9.875%, 12/15/30		10,000		13,365
CBS Corp. 7.875%, 7/30/30		4,000		4,682
Cisco Systems, Inc. 4.45%, 1/15/20		13,000		14,088
5.90%, 2/15/39		11,000		12,299
Comcast Corp. 6.45%, 3/15/37		14,000		15,121
Deutsche Telekom International Finance BV (Netherlands) 8.75%, 6/15/30		15,000		20,416
News America, Inc. 6.20%, 12/15/34		11,000		11,648
Telecom Italia Capital S.A. (Luxembourg) 7.721%, 6/04/38		9,000		9,095


See Notes to Financial Statements.		33

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS (CONTINUED)

TDX INDEPENDENCE 2040 EXCHANGE-TRADED FUND (Continued)

November 30, 2010 (Unaudited)


	Principal Amount		Value

Communications (Continued)
Time Warner Cable, Inc. 6.55%, 5/01/37	$	6,000	$	6,485
Time Warner, Inc. 7.70%, 5/01/32		18,000		22,062
Verizon Global Funding Corp. 7.75%, 12/01/30		24,000		30,572
Viacom, Inc. 6.25%, 4/30/16		6,000		7,016

				200,571

Consumer, Cyclical — 0.2%
CVS Caremark Corp. 6.302%, 6/01/37 (b)		16,000		15,185
Target Corp. 7.00%, 1/15/38		16,000		20,222
Wal-Mart Stores, Inc. 6.50%, 8/15/37		25,000		30,092

				65,499

Consumer, Non-Cyclical — 0.4%
Aetna, Inc. 6.625%, 6/15/36		5,000		5,599
Anheuser-Busch InBev Worldwide, Inc. 5.375%, 1/15/20		9,000		10,095
AstraZeneca PLC (United Kingdom) 6.45%, 9/15/37		14,000		16,909
Bristol-Myers Squibb Co. 5.875%, 11/15/36		19,000		21,903
Coca-Cola Enterprises, Inc. 8.50%, 2/01/22		16,000		23,033
Eli Lilly & Co. 5.55%, 3/15/37		6,000		6,454
Johnson & Johnson 5.95%, 8/15/37		8,000		9,532
Merck & Co., Inc. 5.00%, 6/30/19		6,000		6,870
Pepsi Bottling Group, Inc., Series B 7.00%, 3/01/29		4,000		5,075
Procter & Gamble (The) Co. 5.55%, 3/05/37		8,000		8,973
Unilever Capital Corp. 5.90%, 11/15/32		20,000		22,879

				137,322

Energy — 0.3%
ConocoPhillips 5.90%, 10/15/32		30,000		33,845
Kinder Morgan Energy Partners LP 5.80%, 3/15/35		11,000		10,537
Petrobras International Finance Co. (Cayman Islands) 5.75%, 1/20/20		11,000		11,933
Shell International Finance BV (Netherlands) 6.375%, 12/15/38		11,000		13,119
Suncor Energy, Inc. (Canada) 6.50%, 6/15/38		9,000		9,955


	Principal Amount		Value

Energy (Continued)
TransCanada PipeLines Ltd. (Canada) 7.625%, 1/15/39	$	5,000	$	6,512

				85,901

Financial — 0.7%
Allstate (The) Corp. 5.55%, 5/09/35		5,000		5,140
Bank of New York Mellon (The) Corp., Series G, MTN 4.60%, 1/15/20		25,000		27,125
Chubb Corp. 6.00%, 5/11/37		8,000		8,701
Citigroup, Inc. 8.125%, 7/15/39		25,000		30,491
Credit Suisse (USA), Inc. 7.125%, 7/15/32		25,000		30,383
General Electric Capital Corp., Series A, MTN 6.75%, 3/15/32		6,000		6,563
Goldman Sachs Group (The), Inc. 6.75%, 10/01/37		21,000		21,140
JPMorgan Chase Bank NA 5.875%, 6/13/16		25,000		27,987
Landwirtschaftliche Rentenbank, Series G, MTN (Germany) 5.00%, 11/08/16		8,000		9,254
Merrill Lynch & Co., Inc., Series C, MTN 5.00%, 1/15/15		16,000		16,686
Merrill Lynch & Co., Inc., MTN 6.875%, 4/25/18		4,000		4,401
PNC Funding Corp. 5.25%, 11/15/15		4,000		4,383
Principal Financial Group, Inc. 6.05%, 10/15/36		8,000		7,973
Travelers (The) Cos., Inc. 6.25%, 3/15/37 (b)		9,000		9,305

				209,532

Industrial — 0.2%
Burlington Northern Santa Fe LLC 6.15%, 5/01/37		7,000		7,781
CSX Corp. 6.00%, 10/01/36		8,000		8,484
Lockheed Martin Corp., Series B 6.15%, 9/01/36		5,000		5,673
Norfolk Southern Corp. 7.90%, 5/15/97		8,000		10,061
United Parcel Service, Inc. 6.20%, 1/15/38		7,000		8,351
United Technologies Corp. 6.125%, 7/15/38		7,000		8,194

				48,544

Technology — 0.1%
Dell, Inc. 5.875%, 6/15/19		8,000		9,035
Microsoft Corp. 4.20%, 6/01/19		8,000		8,718

				17,753


See Notes to Financial Statements.		34

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS (CONTINUED)

TDX INDEPENDENCE 2040 EXCHANGE-TRADED FUND (Continued)

November 30, 2010 (Unaudited)


	Principal Amount		Value

Utilities — 0.4%
Appalachian Power Co. 7.95%, 1/15/20	$	9,000	$	11,701
Florida Power & Light Co. 5.95%, 2/01/38		13,000		14,762
MidAmerican Energy Holdings Co. 6.125%, 4/01/36		31,000		34,544
Oncor Electric Delivery Co. LLC 7.00%, 9/01/22		18,000		22,124
Pacific Gas & Electric Co. 6.05%, 3/01/34		17,000		18,815
6.25%, 3/01/39		18,000		20,636
Scana Corp., MTN 6.25%, 4/01/20		8,000		9,109
Southern California Edison Co. 6.05%, 3/15/39		5,000		5,749

				137,440

TOTAL CORPORATE BONDS (Cost $880,125)				910,347

UNITED STATES GOVERNMENT & AGENCIES OBLIGATIONS — 1.8%
Federal Home Loan Mortgage Corp. — 0.2%
6.25%, 7/15/32		39,000		50,145

United States Treasury Bonds/ Notes — 1.6%
3.25%, 7/31/16		21,300		23,114
8.125%, 8/15/19		75,200		108,723
3.625%, 2/15/20		39,900		43,120
7.625%, 2/15/25		62,700		92,904
6.25%, 5/15/30		25,400		34,159
5.00%, 5/15/37		20,600		23,983
4.375%, 2/15/38		40,800		43,006
4.375%, 5/15/40		115,500		121,004

				490,013

TOTAL UNITED STATES GOVERNMENT & AGENCIES OBLIGATIONS (Cost $517,916)				540,158

SOVEREIGN BONDS — 0.1%
Federative Republic of Brazil (Brazil) 7.125%, 1/20/37		13,000		16,088
Province of Quebec, Series PD (Canada) 7.50%, 9/15/29		6,000		8,477
United Mexican States (Mexico) 5.625%, 1/15/17		8,000		9,040

TOTAL SOVEREIGN BONDS (Cost $30,948)				33,605


TOTAL INVESTMENTS — 99.5% (Cost $31,185,740)				30,790,464
Other assets less liabilities — 0.5%				161,830

Net Assets — 100.0%			$	30,952,294

MTN – Medium Term Note.

REIT – Real Estate Investment Trust.

* Non-income producing security.

(a) Less than 0.1%.

(b) Variable Rate Coupon. Stated interest rate was in effect at November 30, 2010.

(c) Affiliated company. The Advisor is a subsidiary of Deutsche Bank AG. Therefore, Deutsche Bank AG is considered to be affiliated with the Fund. See Note 5.

COUNTRY BREAKDOWN AS OF NOVEMBER 30, 2010 (Unaudited)


	Value		% of Net Assets
United States	$	22,998,130		74.3	%
United Kingdom		2,131,121		6.9
Japan		1,014,790		3.3
Switzerland		943,453		3.1
Germany		773,579		2.5
France		737,566		2.4
Australia		639,320		2.1
Spain		256,055		0.8
Netherlands Antilles		185,692		0.6
Netherlands		177,440		0.6
Ireland		160,350		0.5
Italy		158,079		0.5
Sweden		119,070		0.4
Canada		89,592		0.3
Israel		69,044		0.2
Denmark		58,829		0.2
Finland		53,275		0.2
Belgium		46,881		0.2
Luxembourg		45,355		0.1
Cayman Islands		44,225		0.1
Bermuda		36,313		0.1
Norway		27,177		0.1
Brazil		16,088		0.0
Mexico		9,040		0.0

TOTAL INVESTMENTS		30,790,464		99.5
Other assets less liabilities		161,830		0.5

NET ASSETS	$	30,952,294		100.0	%


See Notes to Financial Statements.		35

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS

TDX INDEPENDENCE IN-TARGET EXCHANGE-TRADED FUND

November 30, 2010 (Unaudited)


	Number of Shares		Value

COMMON STOCKS — 25.7%
Basic Materials — 1.6%
Air Liquide S.A. (France)		44	$	5,166
Allied Nevada Gold Corp.*		225		6,017
Anglo American PLC (United Kingdom)		207		9,093
ArcelorMittal (Luxembourg)		139		4,394
BASF SE (Germany)		142		10,629
Bayer AG (Germany)		135		9,832
BHP Billiton Ltd. (Australia)		752		30,823
BHP Billiton PLC (United Kingdom)		353		12,562
Buckeye Technologies, Inc.		300		5,976
Coeur d’Alene Mines Corp.*		225		5,479
Dow Chemical (The) Co.		351		10,944
E.I. du Pont de Nemours & Co.		240		11,278
Freeport-McMoRan Copper & Gold, Inc.		150		15,197
Metals USA Holdings Corp.*		300		4,089
Newmont Mining Corp.		162		9,530
Potlatch Corp. REIT		90		2,851
Rio Tinto Ltd. (Australia)		129		10,171
Rio Tinto PLC (United Kingdom)		208		13,215
Rockwood Holdings, Inc.*		180		6,871
Sensient Technologies Corp.		127		4,314
Sherwin-Williams (The) Co.		187		13,869
Solutia, Inc.*		300		6,414
Syngenta AG (Switzerland)		17		4,742
Vulcan Materials Co.		225		9,027
Weyerhaeuser Co.		932		15,555
Xstrata PLC (United Kingdom)		517		10,403

				248,441

Communications — 2.8%
Acme Packet, Inc.*		150		7,347
ADTRAN, Inc.		150		4,671
Anixter International, Inc.		92		5,140
Arris Group, Inc.*		297		2,973
AT&T, Inc.		1,796		49,911
Calix, Inc.*		300		3,831
Cisco Systems, Inc.*		1,607		30,790
Comcast Corp., Class A		871		17,420
Corning, Inc.		485		8,565
Deutsche Telekom AG (Germany)		450		5,779
Digital River, Inc.*		91		3,351
Discovery Communications, Inc., Class A*		525		21,410
eResearch Technology, Inc.*		557		3,125
France Telecom S.A. (France)		299		6,072
Google, Inc., Class A*		88		48,901
GSI Commerce, Inc.*		150		3,578
Limelight Networks, Inc.*		749		5,318
News Corp., Class A		587		8,007
Nokia Corp. (Finland)		566		5,242
NTT DoCoMo, Inc. (Japan)		8		12,969
Orbitz Worldwide, Inc.*		824		4,499
Rackspace Hosting, Inc.*		249		7,263
Symantec Corp.*		1,274		21,404
Telefonaktiebolaget LM Ericsson, Class B (Sweden)		1,088		11,224
Telefonica S.A. (Spain)		599		12,780
Thomson Reuters Corp. (Canada)		225		8,181


	Number of Shares		Value

Communications (Continued)
TIBCO Software, Inc.*		422	$	8,288
Time Warner, Inc.		351		10,351
Verizon Communications, Inc.		910		29,129
Vivendi (France)		201		4,918
Vodafone Group PLC (United Kingdom)		8,089		20,250
Walt Disney (The) Co.		595		21,722
Windstream Corp.		749		9,767
Yahoo!, Inc.*		450		7,097

				431,273

Consumer, Cyclical — 2.8%
Alaska Air Group, Inc.*		75		4,125
Buckle (The), Inc.		123		4,692
Callaway Golf Co.		525		4,022
Carter’s, Inc.*		152		4,812
Casey’s General Stores, Inc.		118		4,690
Cinemark Holdings, Inc.		281		4,932
Coach, Inc.		525		29,683
Collective Brands, Inc.*		120		2,027
Columbia Sportswear Co.		135		7,511
CVS Caremark Corp.		432		13,392
Daimler AG (Germany)*		130		8,439
Dana Holding Corp.*		300		4,533
Deckers Outdoor Corp.*		75		5,768
Dillard’s, Inc., Class A		150		4,677
Dollar General Corp.*		599		19,671
Dress Barn (The), Inc.*		180		4,446
Exide Technologies*		599		4,900
Ford Motor Co.*		1,047		16,689
G&K Services, Inc., Class A		150		4,161
Hennes & Mauritz AB, Class B (Sweden)		154		5,199
Honda Motor Co. Ltd. (Japan)		258		9,270
JetBlue Airways Corp.*		635		4,312
Johnson Controls, Inc.		225		8,199
Jones Group (The), Inc.		225		3,047
K-Swiss, Inc., Class A*		300		3,756
La-Z-Boy, Inc.*		450		3,389
Liz Claiborne, Inc.*		824		6,023
Lowe’s Cos., Inc.		450		10,215
McDonald’s Corp.		321		25,134
Men’s Wearhouse (The), Inc.		112		3,194
Mitsubishi Corp. (Japan)		249		6,290
Mitsui & Co. Ltd. (Japan)		360		5,617
Nike, Inc., Class B		150		12,919
Nintendo Co. Ltd. (Japan)		16		4,341
Nissan Motor Co. Ltd. (Japan)		599		5,613
Nu Skin Enterprises, Inc., Class A		150		4,742
Owens & Minor, Inc.		165		4,661
Panasonic Corp. (Japan)		360		5,174
Penske Automotive Group, Inc.*		225		3,395
Polaris Industries, Inc.		75		5,451
Retail Ventures, Inc.*		375		6,150
Saks, Inc.*		375		4,178
Skechers U.S.A., Inc., Class A*		75		1,732
Sony Corp. (Japan)		169		5,993
Tenneco, Inc.*		150		5,469
Toyota Motor Corp. (Japan)		480		18,452


See Notes to Financial Statements.		36

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS (CONTINUED)

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

November 30, 2010 (Unaudited)


	Number of Shares		Value

Consumer, Cyclical (Continued)
Under Armour, Inc., Class A*		150	$	8,660
UniFirst Corp.		75		3,845
US Airways Group, Inc.*		375		4,185
Vail Resorts, Inc.*		135		6,113
Walgreen Co.		300		10,455
Wal-Mart Stores, Inc.		1,075		58,147
Warnaco Group (The), Inc.*		83		4,470
Watsco, Inc.		75		4,520
World Fuel Services Corp.		158		4,756

				440,236

Consumer, Non-cyclical — 5.0%
Abbott Laboratories		471		21,906
ABM Industries, Inc.		150		3,455
Accuray, Inc.*		525		3,140
Aetna, Inc.		674		19,965
Alcon, Inc. (Switzerland)		75		11,793
Amedisys, Inc.*		135		3,831
American Medical Systems Holdings, Inc.*		150		2,690
American Reprographics Co.*		450		3,164
AMERIGROUP Corp.*		136		5,852
Amgen, Inc.*		300		15,807
Anheuser-Busch InBev NV (Belgium)		112		6,112
AstraZeneca PLC (United Kingdom)		207		9,657
British American Tobacco PLC (United Kingdom)		279		10,126
Bruker Corp.*		444		6,846
Catalyst Health Solutions, Inc.*		120		5,150
CBIZ, Inc.*		524		3,154
Centene Corp.*		150		3,488
Coca-Cola (The) Co.		696		43,967
DANONE S.A. (France)		130		7,636
Diageo PLC (United Kingdom)		378		6,734
Ennis, Inc.		225		3,841
Fresh Del Monte Produce, Inc. (Cayman Islands)		120		2,635
GlaxoSmithKline PLC (United Kingdom)		1,161		21,914
HEALTHSOUTH Corp.*		225		4,050
Heidrick & Struggles International, Inc.		187		3,884
HMS Holdings Corp.*		75		4,726
Hospira, Inc.*		300		16,878
Johnson & Johnson		836		51,455
Kraft Foods, Inc., Class A		406		12,282
Lancaster Colony Corp.		64		3,332
Live Nation Entertainment, Inc.*		450		4,842
Magellan Health Services, Inc.*		103		5,016
Masimo Corp.		225		6,943
MasterCard, Inc., Class A		35		8,296
Medifast, Inc.*		150		3,654
Merck & Co., Inc.		974		33,574
Molson Coors Brewing Co., Class B		300		14,295
Nestle S.A. (Switzerland)		679		37,162
Novartis AG (Switzerland)		363		19,394
Novo Nordisk A/S, Class B (Denmark)		79		7,837
Pfizer, Inc.		2,410		39,259
Philip Morris International, Inc.		563		32,029
Procter & Gamble (The) Co.		845		51,604
Reckitt Benckiser Group PLC (United Kingdom)		75		3,971


	Number of Shares		Value

Consumer, Non-cyclical (Continued)
Roche Holding AG (Switzerland)		164	$	22,674
Rollins, Inc.		220		5,944
Ruddick Corp.		128		4,705
Safeway, Inc.		680		15,633
Salix Pharmaceuticals Ltd.*		150		6,698
Sanofi-Aventis (France)		168		10,187
Seaboard Corp.		3		5,586
Sirona Dental Systems, Inc.*		120		4,535
SonoSite, Inc.*		150		4,557
Sotheby’s		150		6,017
STERIS Corp.		157		5,402
Takeda Pharmaceutical Co. Ltd. (Japan)		160		7,430
Tejon Ranch Co.*		150		3,629
Tesco PLC (United Kingdom)		1,246		8,039
Teva Pharmaceutical Industries Ltd. (Israel)		187		9,536
TreeHouse Foods, Inc.*		75		3,726
Unilever NV (Netherlands)		246		6,959
Unilever PLC (United Kingdom)		197		5,452
UnitedHealth Group, Inc.		339		12,380
Visa, Inc., Class A		222		16,395
WellCare Health Plans, Inc.*		120		3,378
WellPoint, Inc.*		150		8,361
Woolworths Ltd. (Australia)		321		8,251

				772,820

Diversified — 0.0% (a)
LVMH Moet Hennessy Louis Vuitton S.A. (France)		46		6,997

Energy — 3.0%
American Oil & Gas, Inc.*		524		5,041
Berry Petroleum Co., Class A		75		2,858
BG Group PLC (United Kingdom)		1,026		18,559
Bill Barrett Corp.*		122		4,691
BP PLC (United Kingdom)		4,485		29,751
Brigham Exploration Co.*		225		5,659
CARBO Ceramics, Inc.		75		7,286
Chevron Corp.		596		48,258
Complete Production Services, Inc.*		150		4,268
ConocoPhillips		426		25,632
Delek US Holdings, Inc.		525		3,738
Devon Energy Corp.		150		10,586
Dril-Quip, Inc.*		75		5,808
ENI S.p.A (Italy)		414		8,353
Exxon Mobil Corp.		1,531		106,497
Helix Energy Solutions Group, Inc.*		300		4,209
Hornbeck Offshore Services, Inc.*		225		4,961
Key Energy Services, Inc.*		300		3,090
Occidental Petroleum Corp.		243		21,425
Peabody Energy Corp.		443		26,053
Royal Dutch Shell PLC, Class A (United Kingdom)		595		17,939
Royal Dutch Shell PLC, Class B (United Kingdom)		459		13,639
RPC, Inc.		187		5,479
Schlumberger Ltd. (Netherlands Antilles)		333		25,754
Southwestern Energy Co.*		134		4,851
Statoil ASA (Norway)		244		4,837


See Notes to Financial Statements.		37

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS (CONTINUED)

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

November 30, 2010 (Unaudited)


	Number of Shares		Value

Energy (Continued)
Total S.A. (France)		350	$	17,001
Williams (The) Cos., Inc.		974		22,217
Woodside Petroleum Ltd. (Australia)		88		3,540

				461,980

Financial — 4.8%
Alexander’s, Inc. REIT		13		5,011
Allianz SE (Germany)		73		8,030
American Campus Communities, Inc. REIT		64		2,012
American Capital Ltd.*		749		5,385
American Express Co.		375		16,208
Apollo Investment Corp.		450		4,752
Ashford Hospitality Trust, Inc. REIT*		450		4,230
Associated Estates Realty Corp. REIT		225		3,364
Australia & New Zealand Banking Group Ltd. (Australia)		668		14,517
AXA S.A. (France)		240		3,455
Banco Bilbao Vizcaya Argentaria S.A. (Spain)		492		4,533
Banco Santander S.A. (Spain)		1,056		10,035
Bank of America Corp.		2,789		30,540
Barclays PLC (United Kingdom)		2,950		11,768
Berkshire Hathaway, Inc., Class B*		778		61,991
BioMed Realty Trust, Inc. REIT		225		3,967
BNP Paribas (France)		128		7,598
Boston Properties, Inc. REIT		225		18,855
CBL & Associates Properties, Inc. REIT		300		4,950
Charles Schwab (The) Corp.		351		5,276
Citigroup, Inc.*		8,394		35,255
Commonwealth Bank of Australia (Australia)		368		17,039
Community Trust Bancorp, Inc.		150		4,127
Credit Acceptance Corp.*		75		4,655
Credit Suisse Group AG (Switzerland)		139		5,166
Deutsche Bank AG (Germany) (b)		85		4,049
Entertainment Properties Trust REIT		75		3,473
Equity Lifestyle Properties, Inc. REIT		75		4,041
Equity One, Inc. REIT		230		3,981
Equity Residential REIT		75		3,749
Evercore Partners, Inc., Class A		150		4,527
FirstMerit Corp.		325		5,663
Franklin Resources, Inc.		76		8,671
Goldman Sachs Group (The), Inc.		64		9,993
Highwoods Properties, Inc. REIT		145		4,424
Home Properties, Inc. REIT		75		4,019
HSBC Holdings PLC (United Kingdom)		3,503		35,366
ING Groep NV (Netherlands)*		901		7,978
Investors Bancorp, Inc.*		300		3,675
JPMorgan Chase & Co.		1,131		42,276
Kilroy Realty Corp. REIT		150		5,118
LaSalle Hotel Properties REIT		150		3,570
Lloyds Banking Group PLC (United Kingdom)*		8,217		7,731
M&T Bank Corp.		225		17,316
MFA Financial, Inc. REIT		581		4,735
Mid-America Apartment Communities, Inc. REIT		60		3,682
Mitsubishi UFJ Financial Group, Inc. (Japan)		1,936		9,152
Mizuho Financial Group, Inc. (Japan)		3,180		5,049
Muenchener Rueckversicherungs-Gesellschaft AG (Germany)		33		4,596


	Number of Shares		Value

Financial (Continued)
National Australia Bank Ltd. (Australia)		273	$	6,140
National Interstate Corp.		150		3,098
National Retail Properties, Inc. REIT		210		5,462
Nomura Holdings, Inc. (Japan)		1,424		8,193
Nordea Bank AB (Sweden)		471		4,692
Northern Trust Corp.		369		18,561
OMEGA Healthcare Investors, Inc. REIT		219		4,623
Pebblebrook Hotel Trust REIT*		150		2,811
Platinum Underwriters Holdings Ltd. (Bermuda)		112		4,842
ProAssurance Corp.*		76		4,501
Prosperity Bancshares, Inc.		101		3,287
Public Storage REIT		75		7,245
Signature Bank*		75		3,296
Simon Property Group, Inc. REIT		82		8,077
Societe Generale (France)		75		3,486
Standard Chartered PLC (United Kingdom)		301		8,114
Sumitomo Mitsui Financial Group, Inc. (Japan)		132		4,048
SVB Financial Group*		75		3,370
T. Rowe Price Group, Inc.		450		26,248
Tanger Factory Outlet Centers, Inc. REIT		105		5,038
Tower Group, Inc.		150		3,858
Travelers (The) Cos., Inc.		150		8,099
UBS AG (Switzerland)*		522		7,872
UMB Financial Corp.		85		3,171
UniCredit S.p.A (Italy)		5,194		10,081
Universal Health Realty Income Trust REIT		75		2,630
US. Bancorp		599		14,244
Washington Real Estate Investment Trust REIT		154		4,725
Webster Financial Corp.		150		2,475
Wells Fargo & Co.		1,599		43,508
Westamerica Bancorporation		65		3,177
Westpac Banking Corp. (Australia)		394		8,075
Zurich Financial Services AG (Switzerland)		23		5,153

				751,753

Industrial — 2.8%
AAON, Inc.		150		3,848
ABB Ltd. (Switzerland)*		360		7,025
Acuity Brands, Inc.		75		4,040
BAE Systems PLC (United Kingdom)		611		3,143
Baldor Electric Co.		121		7,660
Benchmark Electronics, Inc.*		225		3,616
Boeing (The) Co.		225		14,348
Brady Corp., Class A		150		4,640
Cascade Corp.		75		2,739
Caterpillar, Inc.		163		13,790
CLARCOR, Inc.		124		5,048
Clean Harbors, Inc.*		75		5,554
East Japan Railway Co. (Japan)		120		7,162
Eaton Corp.		285		27,473
EMCOR Group, Inc.*		97		2,600
Emerson Electric Co.		227		12,500
EnerSys*		75		2,264
Fanuc Corp. (Japan)		60		8,588
FedEx Corp.		75		6,834
General Dynamics Corp.		124		8,195
General Electric Co.		3,193		50,545
GrafTech International Ltd.*		300		5,880


See Notes to Financial Statements.		38

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS (CONTINUED)

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

November 30, 2010 (Unaudited)


	Number of Shares		Value

Industrial (Continued)
Hexcel Corp.*		225	$	3,859
Ingersoll-Rand PLC (Ireland)		525		21,525
Kaydon Corp.		75		2,624
Knight Transportation, Inc.		346		6,671
Koninklijke Philips Electronics NV (Netherlands)		188		5,088
Lindsay Corp.		75		4,428
Metabolix, Inc.*		225		2,304
Moog, Inc., Class A*		75		2,765
Nordson Corp.		75		5,957
Parker Hannifin Corp.		300		24,069
Republic Services, Inc.		653		18,375
Rock-Tenn Co., Class A		94		5,084
Schneider Electric S.A. (France)		37		5,209
Siemens AG (Germany)		142		15,581
Silgan Holdings, Inc.		189		6,472
Simpson Manufacturing Co., Inc.		150		3,880
Sun Hydraulics Corp.		150		4,674
Thermo Fisher Scientific, Inc.*		150		7,629
Toshiba Corp. (Japan)		1,499		7,802
TriMas Corp.*		300		5,985
Union Pacific Corp.		151		13,607
United Parcel Service, Inc., Class B		308		21,600
United Technologies Corp.		248		18,667
Vinci S.A. (France)		71		3,447
Woodward Governor Co.		150		5,063
Worthington Industries, Inc.		150		2,403

				432,260

Technology — 2.3%
Apple, Inc.*		252		78,409
Applied Materials, Inc.		375		4,661
CACI International, Inc., Class A*		75		3,775
Compellent Technologies, Inc.*		300		7,800
Concur Technologies, Inc.*		120		6,145
EMC Corp.*		597		12,830
Intel Corp.		1,574		33,244
International Business Machines Corp.		375		53,047
Jack Henry & Associates, Inc.		202		5,523
JDA Software Group, Inc.*		75		1,980
Mentor Graphics Corp.*		300		3,374
Microsoft Corp.		2,502		63,076
Netlogic Microsystems, Inc.*		150		4,680
Parametric Technology Corp.*		294		6,297
Quality Systems, Inc.		76		4,901
Quest Software, Inc.*		231		5,844
Riverbed Technology, Inc.*		322		10,919
SAP AG (Germany)		151		7,065
SRA International, Inc., Class A*		112		2,197
TriQuint Semiconductor, Inc.*		375		4,466
Ultratech, Inc.*		225		4,133
VeriFone Systems, Inc.*		150		5,213
Xerox Corp.		2,248		25,762

				355,341

Utilities — 0.6%
Cleco Corp.		150		4,550
E.ON AG (Germany)		309		8,891
ENEL S.p.A (Italy)		816		3,845


	Number of Shares		Value

Utilities (Continued)
GDF Suez (France)		185	$	6,153
National Fuel Gas Co.		150		9,504
Nicor, Inc.		111		4,801
Piedmont Natural Gas Co., Inc.		177		5,236
RWE AG (Germany)		186		11,612
Sempra Energy		375		18,784
Southern Co.		232		8,751
Tokyo Electric Power (The) Co., Inc. (Japan)		180		4,190
WGL Holdings, Inc.		121		4,387

				90,704

TOTAL COMMON STOCKS (Cost $3,813,176)				3,991,805


	Principal Amount		Value

CORPORATE BONDS — 9.7%
Basic Materials — 0.2%
BHP Billiton Finance USA Ltd. (Australia) 4.80%, 4/15/13	$	22,000		23,871

Communications — 0.2%
Cellco Partnership/Verizon Wireless Capital LLC 5.55%, 2/01/14		20,000		22,335
Telefonica Emisiones SAU (Spain) 4.949%, 1/15/15		18,000		19,142

				41,477

Consumer, Cyclical — 0.2%
Wal-Mart Stores, Inc. 4.55%, 5/01/13		29,000		31,547

Consumer, Non-Cyclical — 0.5%
Diageo Finance BV (Netherlands) 5.30%, 10/28/15		17,000		19,368
UnitedHealth Group, Inc. 4.875%, 3/15/15		29,000		31,675
Wyeth 5.50%, 2/01/14		26,000		29,364

				80,407

Energy — 0.2%
Apache Corp. 5.25%, 4/15/13		20,000		21,889
BP Capital Markets PLC (United Kingdom) 3.875%, 3/10/15		13,000		13,547

				35,436

Financial — 7.1%
Bank of America Corp., MTN 3.125%, 6/15/12		108,000		112,336
Bank of America Corp. 4.875%, 1/15/13		47,000		49,380
Bank of New York Mellon (The) Corp. 4.30%, 5/15/14		52,000		56,618
Berkshire Hathaway, Inc. 3.20%, 2/11/15		37,000		38,825


See Notes to Financial Statements.		39

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS (CONTINUED)

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

November 30, 2010 (Unaudited)


	Principal Amount		Value

Financial (Continued)
Boeing Capital Corp. 5.80%, 1/15/13	$	29,000	$	31,877
Boston Properties LP 6.25%, 1/15/13		29,000		31,761
Citigroup, Inc. 6.00%, 2/21/12		59,000		61,998
General Electric Capital Corp., Series A, MTN 5.875%, 2/15/12		14,000		14,783
Goldman Sachs Group (The), Inc. 5.00%, 10/01/14		59,000		63,661
HSBC Finance Corp. 6.375%, 11/27/12		77,000		83,783
John Deere Capital Corp. 7.00%, 3/15/12		44,000		47,541
JPMorgan Chase & Co. 5.75%, 1/02/13		14,000		15,209
JPMorgan Chase Bank NA 5.875%, 6/13/16		70,000		78,362
KFW (Germany) 3.25%, 10/14/11		119,000		122,070
Merrill Lynch & Co., Inc., Series C, MTN 5.00%, 1/15/15		23,000		23,986
MetLife, Inc. 5.00%, 6/15/15		48,000		52,737
Morgan Stanley 5.30%, 3/01/13		64,000		68,742
National Rural Utilities Cooperative Finance Corp., Series C, MTN 7.25%, 3/01/12		17,000		18,336
PNC Funding Corp. 5.25%, 11/15/15		24,000		26,299
Prudential Financial, Inc., Series B, MTN 5.10%, 9/20/14		6,000		6,576
Simon Property Group LP 5.10%, 6/15/15		18,000		20,006
Wachovia Corp. 5.25%, 8/01/14		44,000		47,389
Wells Fargo & Co. 4.875%, 1/12/11		38,000		38,186

				1,110,461

Government — 0.7%
European Investment Bank (Supranational) 4.625%, 5/15/14		83,000		92,525

Technology — 0.2%
Hewlett-Packard Co. 6.125%, 3/01/14		26,000		29,722

Utilities — 0.4%
Dominion Resources, Inc., Series C 5.15%, 7/15/15		56,000		63,376

TOTAL CORPORATE BONDS (Cost $1,441,320)				1,508,822


	Principal Amount		Value

UNITED STATES GOVERNMENT & AGENCIES OBLIGATIONS — 63.3%
Federal Home Loan Mortgage Corp. — 3.2%
3.25%, 2/25/11	$	299,000	$	301,073
4.875%, 11/18/11		20,000		20,848
4.50%, 1/15/13		164,000		177,355

				499,276

Federal National Mortgage Association — 2.3%
2.625%, 11/20/14		341,000		359,303

United States Treasury Bonds/Notes — 57.8%
5.00%, 2/15/11		888,200		897,151
4.875%, 4/30/11		731,200		745,424
4.875%, 5/31/11		811,700		830,534
5.125%, 6/30/11		329,400		338,793
4.875%, 7/31/11		1,056,700		1,089,309
4.625%, 8/31/11		74,800		77,237
4.50%, 11/30/11		550,800		573,822
4.625%, 2/29/12		513,300		540,730
1.375%, 5/15/12		158,700		161,025
4.75%, 5/31/12		355,800		379,094
4.25%, 9/30/12		786,900		842,014
3.625%, 12/31/12		576,300		614,390
2.875%, 1/31/13		635,500		668,715
3.375%, 7/31/13		446,000		479,067
4.75%, 5/15/14		657,500		744,516

				8,981,821

TOTAL UNITED STATES GOVERNMENT & AGENCIES OBLIGATIONS (Cost $9,752,425)				9,840,400

SOVEREIGN BONDS — 0.4%
Province of Ontario, Series G, MTN (Canada) 2.625%, 1/20/12		22,000		22,527
Province of Ontario (Canada) 2.95%, 2/05/15		15,000		15,778
Republic of Italy, Series DTC (Italy) 6.00%, 2/22/11		26,000		26,283

TOTAL SOVEREIGN BONDS (Cost $64,254)				64,588


TOTAL INVESTMENTS — 99.1%
(Cost $15,071,175)				15,405,615
Other assets less liabilities — 0.9%				142,606

NET ASSETS — 100.0%			$	15,548,221


See Notes to Financial Statements.		40

TDX Independence Funds, Inc.

SCHEDULE OF INVESTMENTS (CONTINUED)

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

November 30, 2010 (Unaudited)

MTN – Medium Term Note.

REIT – Real Estate Investment Trust.

* Non-income producing security.

(a) Less than 0.1%.

(b) Affiliated company. The Advisor is a subsidiary of Deutsche Bank AG. Therefore, Deutsche Bank AG is considered to be affiliated with the Fund. See Note 5.

COUNTRY BREAKDOWN AS OF NOVEMBER 30, 2010 (Unaudited)


	Value		% of Net Assets
United States	$	14,044,718		90.3	%
United Kingdom		290,973		1.9
Germany		216,573		1.4
Japan		135,333		0.9
Australia		122,427		0.8
Switzerland		120,981		0.8
Supranational		92,525		0.6
France		87,325		0.6
Italy		48,562		0.3
Spain		46,490		0.3
Canada		46,486		0.3
Netherlands		39,393		0.3
Netherlands Antilles		25,754		0.2
Ireland		21,525		0.1
Sweden		21,115		0.1
Israel		9,536		0.1
Denmark		7,837		0.1
Belgium		6,112		0.0
Finland		5,242		0.0
Bermuda		4,842		0.0
Norway		4,837		0.0
Luxembourg		4,394		0.0
Cayman Islands		2,635		0.0

TOTAL INVESTMENTS		15,405,615		99.1
Other assets less liabilities		142,606		0.9

NET ASSETS	$	15,548,221		100.0	%


See Notes to Financial Statements.		41

TDX Independence Funds, Inc.

STATEMENTS OF ASSETS AND LIABILITIES

November 30, 2010 (Unaudited)


	TDX INDEPENDENCE 2010 EXCHANGE-TRADED FUND			TDX INDEPENDENCE 2020 EXCHANGE-TRADED FUND			TDX INDEPENDENCE 2030 EXCHANGE-TRADED FUND
ASSETS:
Investments at fair value	$	14,303,455		$	39,887,817		$	35,722,053
Investments in Affiliates at fair value (See Note 5)		—			220,611			43,731
Cash		24,891			192,055			74,284
Foreign currency at value		5,536			25,776			33,634
Receivables:
Investment securities sold		4,761,602			—			—
Interest and dividends		125,061			220,115			154,664
From investment advisor		42,663			68,442			54,772
Prepaid expenses		6,762			6,763			6,763
Foreign tax reclaim		2,402			18,130			21,096
Other assets		—			—			158

Total Assets	$	19,272,372		$	40,639,709		$	36,111,155


LIABILITIES:
Payables:
Capital shares redeemed	$	4,801,447		$	—		$	—
Investment securities purchased		—			166,852			93,064
Investment advisory fees		4,787			10,023			8,868
Investment sub-advisory fees		26,330			55,125			48,772
Accrued expenses and other liabilities		19,618			23,875			19,018

Total Liabilities		4,852,182			255,875			169,722


NET ASSETS	$	14,420,190		$	40,383,834		$	35,941,433


NET ASSETS CONSIST OF:
Paid-in capital	$	15,608,625		$	44,596,983		$	42,659,711
Undistributed net investment income		345,346			860,390			658,272
Accumulated net realized loss on investments and foreign currency transactions		(1,842,148	)		(6,118,610	)		(8,046,092	)
Net unrealized appreciation (depreciation) on investments and foreign currency translations		308,367			1,045,071			669,542


NET ASSETS	$	14,420,190		$	40,383,834		$	35,941,433


Number of Common Shares outstanding (12.5 billion Common Shares have been authorized)		600,800			1,800,800			1,800,800


NET ASSETS VALUE, per Common Share (par value $0.0001 per Common Share)	$	24.00		$	22.43		$	19.96


Investments at cost	$	13,995,113		$	39,062,859		$	35,095,599

Foreign currency at cost	$	5,585		$	26,519		$	34,440


See Notes to Financial Statements.		42

TDX Independence Funds, Inc.


	TDX INDEPENDENCE 2040 EXCHANGE-TRADED FUND			TDX INDEPENDENCE IN-TARGET EXCHANGE-TRADED FUND
ASSETS:
Investments at fair value	$	30,732,346		$	15,401,566
Investments in Affiliate at fair value (See Note 5)		58,118			4,049
Cash		28,355			100,387
Foreign currency at value		35,165			8,135
Receivables:
Investment securities sold		—			5,134,584
Interest and dividends		88,887			143,655
From investment advisor		51,499			43,079
Prepaid expenses		6,763			6,763
Foreign tax reclaim		22,132			991
Other assets		—			—

Total Assets	$	31,023,265		$	20,843,209


LIABILITIES:
Payables:
Capital shares redeemed	$	—		$	5,180,561
Investment securities purchased		—			60,602
Investment advisory fees		7,835			5,149
Investment sub-advisory fees		43,092			28,318
Accrued expenses and other liabilities		20,044			20,358

Total Liabilities		70,971			5,294,988


NET ASSETS	$	30,952,294		$	15,548,221


NET ASSETS CONSIST OF:
Paid-in capital	$	39,391,734		$	15,369,899
Undistributed net investment income		530,227			201,083
Accumulated net realized loss on investments and foreign currency transactions		(8,573,857	)		(357,010	)
Net unrealized appreciation (depreciation) on investments and foreign currency translations		(395,810	)		334,249


NET ASSETS	$	30,952,294		$	15,548,221


Number of Common Shares outstanding (12.5 billion Common Shares have been authorized)		1,600,800			600,800


NET ASSETS VALUE, per Common Share (par value $0.0001 per Common Share)	$	19.34		$	25.88


Investments at cost	$	31,185,740		$	15,071,175

Foreign currency at cost	$	36,031		$	8,296


See Notes to Financial Statements.		43

TDX Independence Funds, Inc.

STATEMENTS OF OPERATIONS

For the Six Months Ended November 30, 2010 (Unaudited)


	TDX INDEPENDENCE 2010 EXCHANGE-TRADED FUND			TDX INDEPENDENCE 2020 EXCHANGE-TRADED FUND		TDX INDEPENDENCE 2030 EXCHANGE-TRADED FUND
INVESTMENT INCOME:
Unaffiliated interest income*	$	186,029		$	279,276	$	134,565
Affiliated interest income		4,772			—		—
Unaffiliated dividend income**		31,782			256,076		293,196

Total investment income		222,583			535,352		427,761


EXPENSES:
Professional fees		46,678			81,502		61,853
Sub-advisory fees		40,620			88,271		72,356
Advisory fees		21,217			45,332		39,256
Insurance		13,344			13,344		13,344
Directors		13,087			28,571		23,485
Printing		11,730			24,318		19,751
Listing fees		9,030			9,030		9,030
Compliance		4,547			18,133		16,292
Other expenses		2,557			5,376		4,362

Total Expenses		162,810			313,877		259,729
Less fees waived:
Sub-advisory fees		40,620			88,271		72,356
Other fees and expenses assumed by the Sub-Advisor		36,579			54,464		46,915
Advisory fees		21,217			37,421		28,728
Other fees and expenses assumed by the Advisor		2,439			—		—

Net Expenses		61,955			133,721		111,730


Net Investment Income		160,628			401,631		316,031


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Realized gain (loss) from:
Investments		(26,345	)		192,708		(140,466	)
In-kind redemptions		216,817			360,837		—
Foreign currency transactions		1,044			2,438		1,163

Net realized gain (loss)		191,516			555,983		(139,303	)
Net change in unrealized appreciation (depreciation) on:
Investments		258,416			2,259,076		3,023,005
Foreign currency translation		636			1,479		1,978

Net change in unrealized appreciation (depreciation)		259,052			2,260,555		3,024,983

Net realized and unrealized gain		450,568			2,816,538		2,885,680


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	611,196		$	3,218,169	$	3,201,711

* Foreign taxes withheld	$	229		$	1,601	$	56
** Foreign taxes withheld	$	890		$	5,115	$	6,129


See Notes to Financial Statements.		44

TDX Independence Funds, Inc.


	TDX INDEPENDENCE 2040 EXCHANGE-TRADED FUND			TDX INDEPENDENCE IN-TARGET EXCHANGE-TRADED FUND
INVESTMENT INCOME:
Unaffiliated interest income*	$	35,091		$	114,781
Affiliated interest income		—			—
Unaffiliated dividend income**		309,502			50,711

Total investment income		344,593			165,492


EXPENSES:
Professional fees		62,059			47,161
Sub-advisory fees		67,816			43,624
Advisory fees		34,843			22,847
Insurance		13,344			13,344
Directors		21,852			14,073
Printing		18,243			12,621
Listing fees		9,030			9,030
Compliance		13,794			5,566
Other expenses		4,304			2,855

Total Expenses		245,285			171,121
Less fees waived:
Sub-advisory fees		67,816			43,625
Other fees and expenses assumed by the Sub-Advisor		48,530			37,662
Advisory fees		26,163			22,847
Other fees and expenses assumed by the Advisor		—			398

Net Expenses		102,776			66,589


Net Investment Income		241,817			98,903


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Realized gain (loss) from:
Investments		(378,198	)		119,246
In-kind redemptions		423,726			273,866
Foreign currency transactions		2,242			654

Net realized gain (loss)		47,770			393,766
Net change in unrealized appreciation (depreciation) on:
Investments		2,909,266			161,781
Foreign currency translation		1,754			316

Net change in unrealized appreciation (depreciation)		2,911,020			162,097

Net realized and unrealized gain		2,958,790			555,863


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	3,200,607		$	654,766

* Foreign taxes withheld	$	—		$	47
** Foreign taxes withheld	$	6,635		$	1,181


See Notes to Financial Statements.		45

TDX Independence Funds, Inc.

STATEMENTS OF CHANGES IN NET ASSETS


	TDX INDEPENDENCE 2010 EXCHANGE-TRADED FUND						TDX INDEPENDENCE 2020 EXCHANGE-TRADED FUND
	For the Six Months Ended November 30, 2010 (Unaudited)			For the Year Ended May 31, 2010			For the Six Months Ended November 30, 2010 (Unaudited)			For the Year Ended May 31, 2010
INCREASE (DECREASE) IN NET ASSETS FROM
OPERATIONS:
Net investment income	$	160,628		$	496,404		$	401,631		$	1,050,824
Net realized gain (loss)		191,516			(326,952	)		555,983			(2,615,663	)
Net change in unrealized appreciation (depreciation)		259,052			1,461,160			2,260,555			6,963,931

Net increase resulting from operations		611,196			1,630,612			3,218,169			5,399,092


DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income		—			(508,513	)		—			(1,045,885	)

Total distributions		—			(508,513	)		—			(1,045,885	)


FUND SHARE TRANSACTIONS:
Proceeds from shares sold		—			4,422,360			—			4,016,000
Value of shares redeemed		(4,801,448	)		(4,626,618	)		(4,239,091	)		(4,106,764	)

Net decrease resulting from fund share transactions		(4,801,448	)		(204,258	)		(4,239,091	)		(90,764	)

Total increase (decrease) in Net Assets		(4,190,252	)		917,841			(1,020,922	)		4,262,443

NET ASSETS:
Beginning of period		18,610,442			17,692,601			41,404,756			37,142,313

End of period	$	14,420,190		$	18,610,442		$	40,383,834		$	41,404,756

Undistributed net investment income	$	345,346		$	184,718		$	860,390		$	458,759


CHANGES IN SHARES OUTSTANDING:
Shares outstanding, beginning of period		800,800			800,800			2,000,800			2,000,800
Shares sold		—			200,000			—			200,000
Shares redeemed		(200,000	)		(200,000	)		(200,000	)		(200,000	)

Shares outstanding, end of period		600,800			800,800			1,800,800			2,000,800


See Notes to Financial Statements.		46

TDX Independence Funds, Inc.


	TDX INDEPENDENCE 2030 EXCHANGE-TRADED FUND						TDX INDEPENDENCE 2040 EXCHANGE-TRADED FUND
	For the Six Months Ended November 30, 2010 (Unaudited)			For the Year Ended May 31, 2010			For the Six Months Ended November 30, 2010 (Unaudited)			For the Year Ended May 31, 2010
INCREASE (DECREASE) IN NET ASSETS FROM
OPERATIONS:
Net investment income	$	316,031		$	710,015		$	241,817		$	586,219
Net realized gain (loss)		(139,303	)		(3,046,383	)		47,770			(3,933,873	)
Net change in unrealized appreciation (depreciation)		3,024,983			7,239,741			2,911,020			7,994,825

Net increase resulting from operations		3,201,711			4,903,373			3,200,607			4,647,171


DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income		—			(663,238	)		—			(547,621	)

Total distributions		—			(663,238	)		—			(547,621	)


FUND SHARE TRANSACTIONS:
Proceeds from shares sold		—			3,506,540			—			3,459,736
Value of shares redeemed		—			(3,944,243	)		(3,725,058	)		(3,733,659	)

Net decrease resulting from fund share transactions		—			(437,703	)		(3,725,058	)		(273,923	)

Total increase (decrease) in Net Assets		3,201,711			3,802,432			(524,451	)		3,825,627

NET ASSETS:
Beginning of period		32,739,722			28,937,290			31,476,745			27,651,118

End of period	$	35,941,433		$	32,739,722		$	30,952,294		$	31,476,745

Undistributed net investment income	$	658,272		$	342,241		$	530,227		$	288,410


CHANGES IN SHARES OUTSTANDING:
Shares outstanding, beginning of period		1,800,800			1,800,800			1,800,800			1,800,800
Shares sold		—			200,000			—			200,000
Shares redeemed		—			(200,000	)		(200,000	)		(200,000	)

Shares outstanding, end of period		1,800,800			1,800,800			1,600,800			1,800,800


See Notes to Financial Statements.		47

TDX Independence Funds, Inc.

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)


	TDX INDEPENDENCE IN-TARGET EXCHANGE-TRADED FUND
	For the Six Months Ended November 30, 2010 (Unaudited)			For the Year Ended May 31, 2010
INCREASE (DECREASE) IN NET ASSETS FROM
OPERATIONS:
Net investment income	$	98,903		$	314,849
Net realized gain (loss)		393,766			89,867
Net change in unrealized appreciation (depreciation)		162,097			696,320

Net increase resulting from operations		654,766			1,101,036


DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income		—			(344,219	)

Total distributions		—			(344,219	)


FUND SHARE TRANSACTIONS:
Proceeds from shares sold		—			—
Value of shares redeemed		(5,180,562	)		(5,083,124	)

Net decrease resulting from fund share transactions		(5,180,562	)		(5,083,124	)

Total increase (decrease) in Net Assets		(4,525,796	)		(4,326,307	)

NET ASSETS:
Beginning of period		20,074,017			24,400,324

End of period	$	15,548,221		$	20,074,017

Undistributed net investment income	$	201,083		$	102,180


CHANGES IN SHARES OUTSTANDING:
Shares outstanding, beginning of period		800,800			1,000,800
Shares sold		—			—
Shares redeemed		(200,000	)		(200,000	)

Shares outstanding, end of period		600,800			800,800


See Notes to Financial Statements.		48

TDX Independence Funds, Inc.

FINANCIAL HIGHLIGHTS

For a Share outstanding throughout each period


TDX INDEPENDENCE 2010 EXCHANGE-TRADED FUND	For the Six Months Ended November 30, 2010 (Unaudited)			For the Year Ended May 31, 2010			For the Year Ended May 31, 2009			For the Period October 1, 2007* through May 31, 2008
Net Asset Value, beginning of period	$	23.24		$	22.09		$	24.93		$	25.39

Income from Investment Operations:
Net investment income**		0.21			0.55			0.69			0.55
Net realized and unrealized gain (loss) **		0.55			1.11			(2.67	)		(0.80	)

Total from investment operations		0.76			1.66			(1.98	)		(0.25	)

Distributions paid to shareholders from:
Net investment income		—			(0.51	)		(0.86	)		(0.18	)
Net realized capital gains		—			—			—			(0.03	)

Total distributions		—			(0.51	)		(0.86	)		(0.21	)

Net Asset Value, end of period	$	24.00		$	23.24		$	22.09		$	24.93


TOTAL RETURN***		3.27	%		7.51	%		(7.87	)%		(0.99	)%

RATIOS/SUPPLEMENTAL DATA:
Net Assets, end of period (000’s omitted)	$	14,420		$	18,610		$	17,693		$	24,953
Ratios to average net assets:
Expenses, net of expense reimbursements		0.65	%†		0.65	%		0.65	%		0.65	%†
Expenses, prior to expense reimbursements		1.71	%†		2.10	%		1.70	%		1.55	%†
Net investment income		1.69	%†		2.32	%		3.09	%		3.33	%†
Portfolio turnover rate††		56	%		51	%		54	%		22	%

TDX INDEPENDENCE 2020 EXCHANGE-TRADED FUND	For the Six Months Ended November 30, 2010 (Unaudited)			For the Year Ended May 31, 2010			For the Year Ended May 31, 2009			For the Period October 1, 2007* through May 31, 2008
Net Asset Value, beginning of period	$	20.69		$	18.56		$	24.18		$	25.52

Income from Investment Operations:
Net investment income**		0.21			0.51			0.61			0.44
Net realized and unrealized gain (loss) **		1.53			2.10			(5.64	)		(1.67	)

Total from investment operations		1.74			2.61			(5.03	)		(1.23	)

Distributions paid to shareholders from:
Net investment income		—			(0.48	)		(0.59	)		(0.10	)
Net realized capital gains		—			—			(0.00	)(a)		(0.01	)

Total distributions		—			(0.48	)		(0.59	)		(0.11	)

Net Asset Value, end of period	$	22.43		$	20.69		$	18.56		$	24.18


TOTAL RETURN***		8.41	%		13.99	%		(20.73	)%		(4.82	)%

RATIOS/SUPPLEMENTAL DATA:
Net Assets, end of period (000’s omitted)	$	40,384		$	41,405		$	37,142		$	43,539
Ratios to average net assets:
Expenses, net of expense reimbursements		0.65	%†		0.65	%		0.65	%		0.65	%†
Expenses, prior to expense reimbursements		1.53	%†		1.90	%		1.60	%		1.32	%†
Net investment income		1.95	%†		2.43	%		3.17	%		2.69	%†
Portfolio turnover rate††		43	%		37	%		64	%		20	%

*	Commencement of Investment Operations.

**	Based on average shares outstanding.

***

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

†	Annualized.

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

(a)	Amount represents less than $0.01.


See Notes to Financial Statements.		49

TDX Independence Funds, Inc.

FINANCIAL HIGHLIGHTS (CONTINUED)

For a Share outstanding throughout each period


TDX INDEPENDENCE 2030 EXCHANGE-TRADED FUND	For the Six Months Ended November 30, 2010 (Unaudited)			For the Year Ended May 31, 2010			For the Year Ended May 31, 2009			For the Period October 1, 2007* through May 31, 2008
Net Asset Value, beginning of period	$	18.18		$	16.07		$	23.57		$	25.60

Income from Investment Operations:
Net investment income**		0.18			0.37			0.44			0.35
Net realized and unrealized gain (loss) **		1.60			2.07			(7.54	)		(2.29	)

Total from investment operations		1.78			2.44			(7.10	)		(1.94	)

Distributions paid to shareholders from:
Net investment income		—			(0.33	)		(0.40	)		(0.08	)
Net realized capital gains		—			—			—			(0.01	)

Total distributions		—			(0.33	)		(0.40	)		(0.09	)

Net Asset Value, end of period	$	19.96		$	18.18		$	16.07		$	23.57


TOTAL RETURN***		9.79	%		15.13	%		(30.08	)%		(7.59	)%

RATIOS/SUPPLEMENTAL DATA:
Net Assets, end of period (000’s omitted)	$	35,941		$	32,740		$	28,937		$	33,021
Ratios to average net assets:
Expenses, net of expense reimbursements		0.65	%†		0.65	%		0.65	%		0.65	%†
Expenses, prior to expense reimbursements		1.51	%†		1.95	%		1.62	%		1.38	%†
Net investment income		1.84	%†		2.01	%		2.52	%		2.13	%†
Portfolio turnover rate††		37	%		42	%		64	%		13	%

TDX INDEPENDENCE 2040 EXCHANGE-TRADED FUND	For the Six Months Ended November 30, 2010 (Unaudited)			For the Year Ended May 31, 2010			For the Year Ended May 31, 2009			For the Period October 1, 2007* through May 31, 2008
Net Asset Value, beginning of period	$	17.48		$	15.35		$	23.49		$	25.64

Income from Investment Operations:
Net investment income**		0.14			0.32			0.37			0.29
Net realized and unrealized gain (loss) **		1.72			2.08			(8.15	)		(2.38	)

Total from investment operations		1.86			2.40			(7.78	)		(2.09	)

Distributions paid to shareholders from:
Net investment income		—			(0.27	)		(0.36	)		(0.06	)
Net realized capital gains		—			—			—			(0.00	)(a)

Total distributions		—			(0.27	)		(0.36	)		(0.06	)

Net Asset Value, end of period	$	19.34		$	17.48		$	15.35		$	23.49


TOTAL RETURN***		10.64	%		15.59	%		(33.03	)%		8.14	%

RATIOS/SUPPLEMENTAL DATA:
Net Assets, end of period (000’s omitted)	$	30,952		$	31,477		$	27,651		$	37,605
Ratios to average net assets:
Expenses, net of expense reimbursements		0.65	%†		0.65	%		0.65	%		0.65	%†
Expenses, prior to expense reimbursements		1.55	%†		1.97	%		1.65	%		1.36	%†
Net investment income		1.53	%†		1.79	%		2.21	%		1.89	%†
Portfolio turnover rate††		34	%		38	%		56	%		10	%

*	Commencement of Investment Operations.

**	Based on average shares outstanding.

***

†	Annualized.

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

(a)	Amount represents less than $0.01.


See Notes to Financial Statements.		50

TDX Independence Funds, Inc.

FINANCIAL HIGHLIGHTS (CONTINUED)

For a Share outstanding throughout each period


TDX INDEPENDENCE IN-TARGET EXCHANGE-TRADED FUND	For the Six Months Ended November 30, 2010 (Unaudited)			For the Year Ended May 31, 2010			For the Year Ended May 31, 2009			For the Period October 1, 2007* through May 31, 2008
Net Asset Value, beginning of period	$	25.07		$	24.38		$	25.46		$	25.08

Income from Investment Operations:
Net investment income**		0.13			0.33			0.47			0.43
Net realized and unrealized gain (loss) **		0.68			0.70			(0.96	)		0.10

Total from investment operations		0.81			1.03			(0.49	)		0.53

Distributions paid to shareholders from:
Net investment income		—			(0.34	)		(0.59	)		(0.15	)
Net realized capital gains		—			—			(0.00	)(a)		(0.00	)(a)

Total distributions		—			(0.34	)		(0.59	)		(0.15	)

Net Asset Value, end of period	$	25.88		$	25.07		$	24.38		$	25.46


TOTAL RETURN***		3.23	%		4.23	%		(1.87	)%		(2.12	)%

RATIOS/SUPPLEMENTAL DATA:
Net Assets, end of period (000’s omitted)	$	15,548		$	20,074		$	24,400		$	30,576
Ratios to average net assets:
Expenses, net of expense reimbursements		0.65	%†		0.65	%		0.65	%		0.65	%†
Expenses, prior to expense reimbursements		1.67	%†		2.06	%		1.57	%		1.61	%†
Net investment income		0.97	%†		1.30	%		1.91	%		2.62	%†
Portfolio turnover rate††		33	%		42	%		75	%		21	%

*	Commencement of Investment Operations.

**	Based on average shares outstanding.

***

†	Annualized.

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

(a)	Amount represents less than $0.01.


See Notes to Financial Statements.		51

TDX Independence Funds, Inc.

NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION

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

As of November 30, 2010, the following five (5) series of exchange-traded funds (“ETF”) (each, a “Fund,” and collectively, the “Funds,” or “TDX Independence Exchange-Traded Funds”) were in operation and trading:


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

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

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

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

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


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

Each Fund is entitled to use its respective Underlying Index pursuant to a licensing agreement between Zacks and DBX. There is no charge to the Funds in connection with these licensing agreements.

2. SIGNIFICANT ACCOUNTING POLICIES

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

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

TDX Independence Funds, Inc.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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

•

Level 1 — quoted prices in active markets for identical securities

•

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

•

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

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

Level 1 investments consist of active listed equities.

Level 2 investments generally include certain U.S. government and sovereign obligations, most government agency securities and investment-grade corporate bonds.

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

The inputs used by the Funds in estimating the value of investments classified as Level 3 may include the original transaction price, quoted prices for similar securities or assets in active markets, completed or pending third-party transactions in the underlying investment or comparable issuers, and changes in financial ratios or cash flows. Level 3 securities may also be adjusted to reflect illiquidity and/or non-transferability, with the amount of such discount estimated by the Funds in the absence of market information. The fair value measurement of Level 3 securities does not include transaction costs that may have been capitalized as part of the security’s cost basis. Assumptions used by the Funds due to the lack of observable inputs may significantly impact the resulting fair value and therefore the Funds’ results of operations. There were no securities classified as Level 3 during the six month period ended November 30, 2010.

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

TDX Independence Funds, Inc.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

The following is a summary of the inputs used as of November 30, 2010 in valuing each Fund’s assets at fair value:


	Level 1		Level 2		Level 3		Fair Value at 11/30/2010
Independence 2010 ETF
Investments in Securities
Common Stocks	$	2,088,243	$	—	$	—	$	2,088,243
Corporate Bonds		—		2,496,341		—		2,496,341
United States Government & Agencies Obligations		—		9,483,959		—		9,483,959
Sovereign Bonds		—		234,912		—		234,912

Total Investments	$	2,088,243	$	12,215,212	$	—	$	14,303,455

Independence 2020 ETF
Investments in Securities
Common Stocks	$	24,238,867	$	—	$	—	$	24,238,867
Corporate Bonds		—		9,326,087		—		9,326,087
United States Government & Agencies Obligations		—		6,285,173		—		6,285,173
Sovereign Bonds		—		258,301		—		258,301

Total Investments	$	24,238,867	$	15,869,561	$	—	$	40,108,428

Independence 2030 ETF
Investments in Securities
Common Stocks	$	29,674,768	$	—	$	—	$	29,674,768
Corporate Bonds		—		4,564,222		—		4,564,222
United States Government & Agencies Obligations		—		1,266,850		—		1,266,850
Sovereign Bonds		—		259,944		—		259,944

Total Investments	$	29,674,768	$	6,091,016	$	—	$	35,765,784

Independence 2040 ETF
Investments in Securities
Common Stocks	$	29,306,354	$	—	$	—	$	29,306,354
Corporate Bonds		—		910,347		—		910,347
United States Government & Agencies Obligations		—		540,158		—		540,158
Sovereign Bonds		—		33,605		—		33,605

Total Investments	$	29,306,354	$	1,484,110	$	—	$	30,790,464

Independence In-Target ETF
Investments in Securities
Common Stocks	$	3,991,805	$	—	$	—	$	3,991,805
Corporate Bonds		—		1,508,822		—		1,508,822
United States Government & Agencies Obligations		—		9,840,400		—		9,840,400
Sovereign Bonds		—		64,588		—		64,588

Total Investments	$	3,991,805	$	11,413,810	$	—	$	15,405,615

In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-06 “Improving Disclosures about Fair Value Measurements.” ASU 2010-06 will require reporting entities to make new disclosures about amounts and reasons for significant transfers in and out of Level 1 and Level 2 fair value measurements as well as inputs and valuation techniques used to measure fair value for both recurring and nonrecurring fair value measurements that fall in either Level 2 or Level 3. Effective for interim and annual reporting periods beginning after December 15, 2010, the Funds will be required to include disclosures on purchases, sales, issuances and settlements in the reconciliation of activity in Level 3 fair value measurements.

TDX Independence Funds, Inc.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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

Tax Information and Dividends and Distributions to Shareholders It is each Fund’s policy to comply with all requirements of the Internal Revenue Code of 1986, as amended (“the Code”). Each fund intends to qualify for and to elect treatment as a separate Regulated Investment Company (“RIC”) under Subchapter M of the Code. It is the policy of each Fund to pay out dividends, if any, to investors at least annually sufficient to relieve it from all, or substantially all, Federal income and excise taxes. Accordingly, no provision for Federal income taxes is required in the financial statements for the six months ended November 30, 2010. Taxable net realized gains from investment transactions, reduced by capital loss carryforwards, if any, are declared and distributed to shareholders at least annually. The capital loss carryforward amount, if any, is available to offset future net capital gains. The Funds may occasionally be required to make supplemental distributions at some other time during the year. The Funds reserve the right to declare special distributions if, in their reasonable discretion, such action is necessary or advisable to preserve the status of each Fund as a RIC or to avoid imposition of income or excise taxes on undistributed income. Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. The amount of dividends and distributions from net investment income and net realized capital gains are determined in accordance with Federal income tax regulations which may differ from U.S. GAAP. These “book/tax” differences are either considered temporary or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified at the end of the year within the components of net assets based on their federal tax treatment; temporary differences do not require reclassification. Dividends and distributions, which exceed earnings and profits for the full year for tax purposes, are reported as a tax return of capital. Each Fund pays out dividends from its net investment income to investors annually. Each Fund distributes any net capital gains annually.

Expenses Expenses that are directly related to a specific Fund are charged to that respective Fund. Expenses which are not readily identifiable to a specific Fund are allocated in such a manner as deemed equitable, taking into consideration the nature and type of expense and the relative net assets of each Fund.

Foreign Currency Translation The accounting records of the Funds are maintained in U.S. dollars. Foreign currencies, as well as investment securities and other assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars using an exchange rate deemed appropriate by the investment advisor. The effects of changes in foreign currency exchange rates on investments in securities are not segregated in the Statements of Operations from the effects of changes in market prices of those securities, but are included with the net realized and unrealized gain or loss on investments in securities. Unrealized gains and losses on assets and liabilities, other than investments in securities, which result from changes in foreign currency exchange rates have been included in “Net change in unrealized appreciation (depreciation) on foreign currency translation” on the Statements of Operations. The portion of foreign currency gains and losses related to fluctuations in exchange rates between the initial purchase trade date and subsequent sale trade date is included in “Net realized gain (loss) on foreign currency transactions” on the Statements of Operations. Certain foreign exchange gains and losses included in realized and unrealized gains or losses are included in or are a reduction of ordinary income in accordance with U.S. Federal income tax regulations.

Taxes The Funds are subject to accounting standards that establish a minimum threshold for recognizing, and a system for measuring, the benefits of a tax position taken or expected to be taken in a tax return. Taxable years ended 2007, 2008, 2009, and 2010 remain open to federal and state audit. As of November 30, 2010, management has evaluated the application of these standards to the Funds and has determined that no provision for income tax is required in the Funds’ financial statements for uncertain tax positions.

Cash Equivalents The Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. As of November 30, 2010, there were no cash equivalents.

TDX Independence Funds, Inc.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

3. INVESTMENT ADVISORY AND OTHER AGREEMENTS

The Advisor has overall responsibility for the general management and administration of the Funds, subject to the supervision of the Fund’s Board of Directors. Under an investment advisory agreement between the Company, on behalf of the Funds, and the Advisor (the “Investment Advisory Agreement”), the Advisor is responsible for arranging sub-advisory, transfer agency, custody, fund administration, and all other non-distribution related services for the Funds to operate. The Advisor is also responsible for employing any sampling strategy for the Funds.

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

TDAM USA Inc. (“TDAM”) acts as investment sub-advisor to the Funds (“Sub-Advisor”). TDAM is a direct, wholly-owned subsidiary of The Toronto-Dominion Bank. The Sub-Advisor is responsible for the day-to-day management of the Funds, subject to the supervision of the Advisor and the Funds’ Board of Directors. In this regard, the Sub-Advisor is responsible for implementing the replication strategy for each Fund with regard to its underlying index and for general administration, compliance and management services as may be agreed between the Advisor and Sub Advisor from time to time. During the period June 1, 2010 to October 20, 2010, Amerivest Investment Management, LLC (“Amerivest”) was also a Sub-advisor. Amerivest is a wholly-owned subsidiary of TD AMERITRADE Holding Corporation.

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

•

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

•

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

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

The Advisor pays all fees and expenses of TDAM, the Transfer Agent, Administrator and Accounting Agent and Custodian. The Advisor has contractually agreed to reduce its fees and/or pay Fund operating expenses (excluding, among other things, acquired fund fees and expenses, interest, taxes and extraordinary expenses) in order to limit each Fund’s net annual operating expenses to 0.65% of the Fund’s average daily net assets (the “Expense Cap”). The Expense Cap will remain in effect until September 30, 2011. The Advisor is permitted to be reimbursed for fee reductions and/or expense payments made in the prior three fiscal years. This reimbursement may be paid to the Advisor if the aggregate amount actually paid by a Fund toward operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the Expense Cap. No amounts were reimbursed under this contractual arrangement during the period ended November 30, 2010.

The amounts subject to potential reimbursement to the Advisor as of November 30, 2010 were as follows:


	Reimbursements available through:
	5/31/2011		5/31/2012		5/31/2013
Independence 2010 ETF	$	617,419	$	411,950	$	100,855
Independence 2020 ETF		1,056,371		721,894		180,155
Independence 2030 ETF		878,268		606,200		148,000
Independence 2040 ETF		851,358		575,835		142,509
Independence In-Target ETF		684,392		445,534		104,533

TDX Independence Funds, Inc.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

For the period ended November 30, 2010, the advisory fee waivers and expenses assumed by the Advisor were as follows:


	Sub-Advisory Fees Waived by Amerivest		Fees & Expenses Assumed by Amerivest		Advisory Fees Waived by DBX		Fees & Expenses Assumed by DBX
Independence 2010 ETF	$	40,620	$	36,579	$	21,217	$	2,439
Independence 2020 ETF		88,271		54,464		37,421		—
Independence 2030 ETF		72,356		46,915		28,728		—
Independence 2040 ETF		67,816		48,530		26,163		—
Independence In-Target ETF		43,625		37,662		22,847		398

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

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

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

4. FEDERAL INCOME TAXES

As of November 30, 2010, the cost of investments for Federal income tax purposes and the aggregated gross unrealized appreciation/depreciation on investments was as follows:


	Tax Cost		Gross Unrealized Appreciation		Gross Unrealized (Depreciation)			Net Unrealized Appreciation (Depreciation)
Independence 2010 ETF	$	14,004,084	$	615,661	$	(316,291	)	$	299,370
Independence 2020 ETF		39,112,803		3,421,707		(2,426,082	)		995,625
Independence 2030 ETF		35,164,333		3,577,674		(2,976,223	)		601,451
Independence 2040 ETF		31,234,462		3,158,110		(3,602,108	)��		(443,998	)
Independence In-Target ETF		15,076,779		608,105		(279,269	)		328,836

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


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

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

TDX Independence Funds, Inc.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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


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

5. Investments in Affiliates

The Advisor is a wholly-owned subsidiary of Deutsche Bank AG. Therefore, Deutsche Bank AG is considered to be affiliated with the Fund. The table below shows the transactions in and earnings from investments in Deutsche Bank AG Securities for the six-month period ended November 30, 2010.


	Fair Value 05/31/10		Purchases at Cost		Proceeds from Sales			Change in Unrealized Appreciation/ (Depreciation)			Realized Gain			Fair Value 11/30/10		Interest Income
Independence 2020 ETF Deutsche Bank AG, 6.00%, 9/01/17	$	179,528	$	—	$	(19,641	)	$	10,130		$	2,480		$	172,497	$	4,772
Deutsche Bank AG (Common Stock)		41,485		20,972		(4,510	)		(9,729	)		(104	)		48,114		—

Total Investments in Affiliates	$	221,013	$	20,972	$	(24,151	)	$	401		$	2,376		$	220,611	$	4,772

Independence 2030 ETF Deutsche Bank AG (Common Stock)	$	44,235	$	9,769	$	—		$	(10,273	)	$	—		$	43,731	$	—
Independence 2040 ETF Deutsche Bank AG (Common Stock)	$	47,881	$	27,881	$	(5,231	)	$	(11,354	)	$	(1,059	)	$	58,118	$	—
Independence In-Target ETF Deutsche Bank AG (Common Stock)	$	6,815	$	—	$	(1,409	)	$	(796	)	$	(561	)	$	4,049	$	—

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

6. INVESTMENT PORTFOLIO TRANSACTIONS

For the six months ended November 30, 2010, the cost of investments purchased and proceeds from sale of investments (excluding in-kind transactions and short-term investments) were as follows:


	Purchases		Sales
Independence 2010 ETF	$	8,306,038	$	8,002,466
Independence 2020 ETF		18,310,735		17,691,846
Independence 2030 ETF		12,783,967		12,343,337
Independence 2040 ETF		10,844,313		10,570,022
Independence In-Target ETF		7,340,727		6,090,939

For the six months ended November 30, 2010, the cost of in-kind purchases and the proceeds from in-kind sales were as follows:


	Purchases		Sales
Independence 2010 ETF	$	—	$	4,060,921
Independence 2020 ETF		—		4,213,838
Independence 2030 ETF		—		—
Independence 2040 ETF		—		3,722,705
Independence In-Target ETF		—		4,955,264

TDX Independence Funds, Inc.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

7. FUND SHARE TRANSACTIONS

As of November 30, 2010, there were 12.5 billion shares of $0.0001 par value Fund shares authorized by the Company. Fund shares are issued and redeemed by each Fund only in Creation Units or multiples thereof. Except when aggregated in Creation Units, shares of each Fund are not redeemable. Transactions in capital shares for each Fund are disclosed in detail in the Statements of Changes in Net Assets. The consideration for the purchase of Creation Units of a Fund generally consists of the in-kind contribution of a designated portfolio of securities constituting a portfolio sampling representation of the securities included in the relevant Fund’s underlying index and an amount of cash. Investors purchasing and redeeming Creation Units pay a purchase transaction fee and a redemption transaction fee to offset transfer and other transaction costs associated with the issuance and redemption of Creation Units.

8. INDEMNIFICATIONS

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

9. SUBSEQUENT EVENTS

The Company evaluated the need for disclosure and/or adjustment resulting from subsequent events through the date the financial statements were available to be issued. This evaluation did not result in any subsequent events that necessitated disclosure and/or adjustment.

TDX Independence Funds, Inc.

BOARD CONSIDERATIONS IN APPROVAL OF INVESTMENT ADVISORY CONTRACTS

Background

On June 30, 2010 (the “Closing”), XShares Group, Inc., the former parent company of the Advisor, and Deutsche Bank AG (“Deutsche Bank”) completed a transaction in which Deutsche Bank acquired all of the issued and outstanding membership interests in the Advisor (the “Acquisition”). The Acquisition constituted a change in control of the Advisor, resulting in the assignment and termination of the advisory agreement between the TDX Independence Funds, Inc. (the “Company”), on behalf of its series of five (5) underlying portfolios (each, a “Fund,” and together, the “Funds”), and the Advisor and the sub-advisory agreement between the Advisor and TDAM, effective June 30, 2010. Consequently, shareholders of the Company were required to approve a new investment advisory agreement and sub-advisory agreement for the Company, on behalf of each of the Funds. Subsequently, at a Joint Special Meeting of Shareholders of the Funds held on October 20, 2010, the shareholders of the Funds voted to approve a new investment advisory agreement and sub-advisory agreement.

Board Considerations in Approving the Investment Advisory Agreement and Sub-Advisory Agreement

At an in-person meeting of the Board of Directors (the “Board”) of TDX Independence Funds, Inc. (the “Company”) held on June 29, 2010, the Board considered the approval of (i) an interim investment advisory agreement between the Company, on behalf of its series of five (5) underlying portfolios (each, a “Fund,” and together, the “Funds”), and DBX Strategic Advisors LLC (“DBX”) (the “Interim Advisory Agreement”); (ii) an interim sub-advisory agreement between DBX and Amerivest Investment Management LLC (“Amerivest”) (the “Amerivest Interim Sub-Advisory Agreement”); and (iii) an interim sub-advisory agreement between DBX and TDAM USA Inc. (“TDAM”) (the “TDAM Interim Sub-Advisory Agreement”) (collectively, the “Interim Agreements”). In addition to the Interim Agreements, the Board considered the approval of a new advisory agreement (the “New Advisory Agreement”) between the Company, on behalf of the Funds, and DBX, and a new sub-advisory agreement (the “New Sub-Advisory Agreement”) between DBX and TDAM (together, the “New Agreements”). At the June 29, 2010 meeting, the Board was asked to approve the Interim Agreements until the earlier of (i) the date on which the Funds’ shareholders approve the New Advisory Agreement and New Sub-Advisory Agreement; or (ii) one-hundred fifty (150) days from the date of the Closing. In addition, the Board was asked to approve the New Agreements, subject to shareholder approval, for an initial term of two years, to continue in effect thereafter for successive annual periods.

In its deliberations, the Board considered and reviewed materials distributed in advance of the meeting that provided a range of information on a variety of factors, including, among other things (i) information about the duties and responsibilities of the Board in connection with its review and consideration of the Interim Agreements, New Advisory Agreement and New Sub-Advisory Agreement; (ii) information relating to the profitability of the Advisor, Amerivest and TDAM in view of the Funds; (iii) and performance and expense ratio information in comparison to peer registered investment companies (collectively, the “15(c) Materials”). This information formed the primary, but not exclusive, basis for the Board’s determinations.

I. In determining whether to approve the Interim Advisory Agreement and New Advisory Agreement, the Board considered the following information and made the conclusions as described below:

(i)

The nature, extent and quality of the services to be provided by DBX

The Board reviewed in detail the nature, extent and quality of services to be provided by DBX under the New Advisory Agreement. The Board noted that these services include, among other things, furnishing a continuous investment program for the Funds, including arranging for, or implementing, the purchase and sale of portfolio securities, the provision of general corporate services such as portfolio management compliance services and the preparation and filing of certain reports on behalf of the Company. The Board considered that DBX provides, or arranges for the provision of, transfer agency, custody, fund administration and accounting, and other non-distribution services necessary for the Funds’ operation. The Board also considered, among other things, the professional experience and qualifications of the senior management and key professional personnel of DBX, including those individuals responsible for portfolio management. The Board considered that DBX provides, at its own expense, office facilities and equipment for use by the Funds and supervisory persons responsible for supervising and monitoring the Company’s service providers. The Board also considered that DBX pays for the compensation of officers of the Company who are also officers or employees of DBX, except as may otherwise be determined by the Board.

TDX Independence Funds, Inc.

BOARD CONSIDERATIONS IN APPROVAL OF INVESTMENT ADVISORY CONTRACTS (CONTINUED)

The Board evaluated these factors in consultation with Fund counsel. Based on its review, the Board concluded that the nature, extent, and quality of services provided by DBX under the New Advisory Agreement were reasonable and appropriate in relation to the DBX advisory fee, taking special consideration of the fact that the advisory fee is a unitary fee and, as a result, a portion of this unitary advisory fee will be used to compensate the Funds’ service providers.

In considering the Interim Advisory Agreement, the Board made a determination that the Interim Advisory Agreement generally contains the same terms and conditions as the prior advisory agreement and determined that the scope and quality of services under the Interim Advisory Agreement will be at least equivalent to the scope and quality of services under the prior advisory agreement. The Board concluded that the nature, extent and quality of services to be provided by DBX, under the Interim Advisory Agreement were reasonable and appropriate in relation to the DBX advisory fee, taking special consideration of the fact that the advisory fee is a unitary fee and, as a result, a portion of this unitary advisory fee will be used to compensate the Funds’ service providers.

(ii)

The performance of the Funds and DBX.

The Board considered the performance of the Funds by discussing the Funds’ annualized index tracking error since the commencement of investment operations, which provides a comparison between the NAV of each Fund’s underlying index as compared to the NAV of each respective Fund. The Board determined that the Funds had tracked their respective indices within acceptable ranges since the prior advisory agreement was first approved by the Board. In connection with the assessment of the ability of DBX to perform its duties under the New Advisory Agreement, the Board considered DBX’s financial condition and whether it had the resources necessary to carry out its functions. The Board concluded that DBX had the financial resources necessary to perform their obligations under the New Advisory Agreement.

(iii)

The cost of the advisory services and the profits to DBX and its affiliates from their relationship with the Funds.

The Board considered the proposed level of the advisory fee for each Fund and discussed comparative advisory fees of other comparable exchange-traded funds. The Board considered that this type of information would be useful in assessing whether DBX would be providing services at a cost that was competitive with other exchange-traded funds. The Board concluded that the contract rate advisory fee and total fund expenses for each of the Funds were reasonable, but noted that the advisory fees charged by the Funds were higher than the advisory fees typically charged by the other exchange-traded funds. In concluding that the advisory fees and fund expenses were reasonable, the Board considered the Company’s innovative and unique investment process. In assessing this information, the Directors considered both the gross fees as well as the level of fees after waivers and/or reimbursements.

In evaluating the costs of the services to be provided by DBX under the Interim Advisory Agreement and the New Advisory Agreement and the profitability of DBX, the Board considered, among other things, that the Interim Advisory Agreement and the New Advisory Agreement generally contain the same terms and conditions as the prior advisory agreement, and that the contractual advisory fee rate payable under each of the Interim Advisory Agreement and the New Advisory Agreement, is identical to the contractual advisory fee rate payable under the prior advisory agreement. The Board further noted that the unitary management fee arrangements would not change as a result of the Acquisition.

(iv)

The extent to which economies of scale will be realized as the Funds grow and whether fee levels reflect those economies of scale.

The Board considered whether economies of scale would be realized by the Funds at higher asset levels. The Board also assessed whether certain costs would increase if asset levels rise. The Board concluded that under foreseeable conditions, they were unable to assess at this time whether economies of scale would be realized if the Funds were to experience significant growth. In the event there were to be significant asset growth in the Funds, the Board determined to reassess whether the advisory fees appropriately took into account any economies of scale that had been realized as a result of that growth.

(v)

Other factors.

The Board also considered DBX’s ability to achieve economies of scale through its existing platform serviced by The Bank of New York Mellon, and its commitment to maintain the Expense Cap through September 30, 2011.

TDX Independence Funds, Inc.

BOARD CONSIDERATIONS IN APPROVAL OF INVESTMENT ADVISORY CONTRACTS (CONTINUED)

II. In determining whether to approve the Interim Sub-Advisory Agreements with TDAM and Amerivest and New Sub-Advisory Agreement with TDAM, the Board considered the following information and made the conclusions as described below:

(i)

The nature, extent and quality of the services to be provided by TDAM.

In considering the nature, extent and quality of services that TDAM provided to the Funds, the Board reviewed presentations it had received from TDAM at meetings held on July 23, 2009 and November 2, 2009, relating to the staffing, management, organizational structure and investment philosophy and processes of TDAM. The Board specifically reviewed in detail the nature, extent and quality of services to be provided by TDAM under the New Sub-Advisory Agreement. The Board noted that these services include, among other things, furnishing a continuous investment program for the Funds, including arranging for, or implementing, the purchase and sale of portfolio securities, the provision of general corporate services such as portfolio management compliance services and the preparation of certain reports on behalf of the Company. The Board also considered, among other things, the professional experience and qualifications of the senior management and key professional personnel of TDAM, including those individuals responsible for portfolio management.

The Board also considered TDAM’s operational capabilities and resources, and its experience in serving as an investment sub-advisor to the Funds. The Board considered the professional experience and qualifications of TDAM’s senior management and key professional personnel, as well as TDAM’s depth and breadth of experience in managing investment portfolios consisting of both equity and fixed income securities. More particularly, the Board considered TDAM’s robust operational capabilities and resources, and TDAM’s experience in managing index funds covering such asset classes as Canadian, U.S. and global equities, as well as Canadian and global fixed income. The Board noted that TDAM manages its equity and fixed income portfolios using both full replication and sampling techniques and maintains strict discipline in the implementation of its indexing strategies. To that end, the Board noted that when there are changes to a benchmark index, TDAM closely monitors any such changes to devise strategies to realign its portfolios at the lowest possible cost while tracking the respective benchmark index. The Board also noted TDAM’s effective trading processes to ensure low-cost trading across all portfolios.

The Board evaluated these factors in consultation with Fund counsel. Based on its review, the Board concluded that the nature, extent, and quality of services provided by TDAM, in view of the Funds under the New Sub-Advisory Agreement were reasonable and appropriate in relation to the fees paid to TDAM, taking special consideration of the fact that the fees to be paid to TDAM under the New Sub-Advisory Agreement are payable by DBX, and not by the Funds.

In considering the Interim Sub-Advisory Agreement with Amerivest, the Board considered Amerivest’s operational capabilities and resources, and its experience in serving as an investment sub-advisor to the Funds since the Funds commenced investment operations on October 1, 2007. The Board also considered Amerivest’s role as an investment sub-advisor in providing oversight over TDAM, including reviewing the portfolio of securities of each Fund in accordance with the terms of the Funds’ registration statement, assistance in the resolution of any pricing issues and assistance in the development of trading strategies. The Board also considered Amerivest’s experience in coordinating with TDAM to keep the Board fully informed on an ongoing basis of all material facts concerning the investment and reinvestment of the assets of each Fund and the operations of Amerivest and TDAM, and its experience in providing reasonable assistance to other service providers in managing the Funds.

In considering the Interim Sub-Advisory Agreements, the Board made a determination that the Interim Sub-Advisory Agreements generally contain the same terms and conditions as the prior sub-advisory agreements and determined that the scope and quality of services under the Interim Sub-Advisory Agreements will be at least equivalent to the scope and quality of services under the prior sub-advisory agreements. The Board concluded that the nature, extent and quality of services to be provided by Amerivest and TDAM to the Funds under Interim Sub-Advisory Agreements, respectively, were reasonable and appropriate in relation to the fees paid to Amerivest and TDAM, respectively, taking special consideration of the fact that the fees to be paid to Amerivest and TDAM under the Interim Sub-Advisory Agreements are payable by DBX, and not by the Funds.

(ii)

The performance of the Funds and TDAM.

TDX Independence Funds, Inc.

BOARD CONSIDERATIONS IN APPROVAL OF INVESTMENT ADVISORY CONTRACTS (CONTINUED)

compared to the NAV of each respective Fund. The Board determined that the Funds had tracked their respective indices within acceptable ranges since the prior sub-advisory agreement was first approved by the Board. In connection with the assessment of the ability of TDAM to perform its duties under the Interim Sub-Advisory Agreement and New Sub-Advisory Agreement, the Board considered whether TDAM has the resources necessary to carry out its functions. The Board concluded that TDAM had the financial resources necessary to perform their obligations under the Interim Sub-Advisory Agreement and New Sub-Advisory Agreement.

In connection with the assessment of the ability of Amerivest to perform its duties under the Interim Sub-Advisory Agreement, the Board considered whether Amerivest has the resources necessary to carry out its functions. The Board concluded that Amerivest had the financial resources necessary to perform their obligations under the Interim Sub-Advisory Agreement

(iii)

The cost of the advisory services and the profits to TDAM and its affiliates from their relationship with the Funds.

The Board considered the proposed level of the advisory fee for each Fund and discussed comparative advisory fees of other comparable exchange-traded funds. The Board considered that this type of information would be useful in assessing whether TDAM would be providing services at a cost that was competitive with other exchange-traded funds. The Board further considered that the New Sub-Advisory Agreement generally contains the same terms and conditions as the prior sub-advisory agreement, and that the contractual sub-advisory fee rate payable under the New Sub-Advisory Agreement is identical to the contractual advisory fee rate payable under the prior sub-advisory agreement. The Board noted that the contractual advisory fee rate payable under the New Sub-Advisory Agreement, like the contractual advisory fee rates payable under the prior sub-advisory agreement, is payable by DBX, and not by the Funds. The Board further noted that the unified management fee arrangements would not change as a result of the Transaction.

In evaluating the costs of the services to be provided by Amerivest and TDAM under the Interim Sub-Advisory Agreements, and the cost of services to be provided by TDAM under the New Sub-Advisory Agreement, and the profitability of TDAM, the Board considered, among other things, that the Interim Sub-Advisory Agreement generally contains the same terms and conditions as the prior sub-advisory agreement. The Board noted that the contractual advisory fee rate payable under the Interim Sub-Advisory Agreements (with respect to Amerivest and TDAM) and the New Sub-Advisory Agreement, like the contractual advisory fee rates payable under the prior sub-advisory agreements (with respect to Amerivest and TDAM), is payable by DBX, and not by the Funds.

(iv)

The extent to which economies of scale will be realized as the Funds grow and whether fee levels reflect those economies of scale.

(v)

Other factors.

The Board also considered whether Amerivest or TDAM would benefit in other ways from its relationship with the Funds, noting that neither Amerivest nor TDAM presently participate in any soft-dollar arrangements in connection with the Funds’ brokerage transactions.

TDX Independence Funds, Inc.

PROXY RESULTS (UNAUDITED)

On October 20, 2010, a Joint Special Meeting of shareholders was held at the offices of the Advisor to approve a new investment advisory agreement (the “Advisory Agreement”) between the Funds and DBX, a new investment sub-advisory agreement (the “Sub-Advisory Agreement”) between DBX and TDAM, and to elect directors to the Board of TDX Independence Funds Inc.

The old investment advisory agreement between TDX Independence Funds, Inc. and XShares Advisors LLC (the former name of DBX prior to its acquisition by Deutsche Bank AG) and the old sub-advisory agreement between XShares Advisors LLC and TDAM both terminated according to their terms upon the change in control of XShares Advisors LLC on June 30, 2010. After careful consideration of possible alternatives to DBX and to TDAM, the Directors, including a majority of Directors who are not “interested persons”, as defined by the Investment Company Act of 1940, as amended (the “Act”), of TDX Independence Funds, Inc. approved, subject to shareholder approval, the Advisory Agreement, pursuant to which DBX would continue as investment advisor to the Funds, and the Sub-Advisory Agreement, pursuant to which TDAM would remain as investment sub-advisor to the Funds. In both instances, the terms and conditions of the new agreements are essentially identical to those in the prior agreements.

In connection with the sale of the Advisor to Deutsche Bank, Jeffrey Feldman, Chief Executive Officer of the Advisor’s former parent company, XShares Group, Inc., resigned from the Company’s Board of Directors. The Board appointed Hans Ephraimson, Chief Executive Officer of the Advisor, to fill the vacancy created by Mr. Feldman’s departure. Shareholders were asked to consider and vote on the election of the current Directors so that the entire Board would be approved by Fund shareholders.

At the joint special meeting of October 20, 2010, the Shareholders of the Funds approved all three proposals.

VOTING INFORMATION

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

For the first two proposals, abstentions and broker non-votes were counted as shares present at each meeting for quorum purposes but were not voted for or against either proposal. Accordingly, these were effectively votes AGAINST these proposals, because they each required the affirmative vote of a majority of each Fund’s outstanding shares.

Information regarding shares present at the Special Meeting:


	Total Outstanding Shares		Present (Count)		Present (% of Total)
TDX Independence 2010 Exchange-Traded Fund		800,800		462,842		57.8	%
TDX Independence 2020 Exchange-Traded Fund		2,000,800		1,090,358		54.5	%
TDX Independence 2030 Exchange-Traded Fund		1,800,800		981,622		54.5	%
TDX Independence 2040 Exchange-Traded Fund		1,800,800		972,816		54.0	%
TDX Independence In-Target Exchange-Traded Fund		800,800		492,872		61.5	%

Each of proposals (1) and (2) were approved. Shares voted in favor, shares voted against, and shares abstaining with respect to proposals (1) and (2) at the Joint Meeting were as follows:

Proposal 1: To approve a new investment advisory agreement between DBX Strategic Advisors, LLC and the Company, on behalf of each of the Funds.


Fund	Voted “FOR”		Voted “AGAINST”		ABSTAINED
TDX Independence 2010 Exchange-Traded Fund		412,286		9,748		14,136
TDX Independence 2020 Exchange-Traded Fund		987,152		19,968		23,247
TDX Independence 2030 Exchange-Traded Fund		873,970		19,348		29,304
TDX Independence 2040 Exchange-Traded Fund		841,388		27,967		35,194
TDX Independence In-Target Exchange-Traded Fund		437,446		12,601		18,549

TDX Independence Funds, Inc.

PROXY RESULTS (UNAUDITED) (CONTINUED)

Proposal 2: To approve a new sub-advisory agreement between DBX Strategic Advisors, LLC and TDAM USA Inc.


Fund	Voted “FOR”		Voted “AGAINST”		ABSTAINED
TDX Independence 2010 Exchange-Traded Fund		411,235		9,591		15,344
TDX Independence 2020 Exchange-Traded Fund		985,806		20,184		24,377
TDX Independence 2030 Exchange-Traded Fund		873,007		20,864		28,751
TDX Independence 2040 Exchange-Traded Fund		840,722		28,422		35,405
TDX Independence In-Target Exchange-Traded Fund		434,182		18,717		15,697

Proposal 3: To elect directors to serve on the Board of Directors of the Company.

For purposes of determining the results of proposal 3, Election of Directors, brokers holding securities in street name are allowed to cast votes in routine matters. Accordingly, while the stipulations of approval under the Act remain, broker non-votes are included in either the “For” or “Against” column.

All directors were elected. Shares voted in favor and shares voted against for each individual were as follows:

For the election of Hans Ephraimson as Director of the Funds:


Fund	Voted “FOR”		Voted “WITHHOLD”
TDX Independence 2010 Exchange-Traded Fund		448,091		14,751
TDX Independence 2020 Exchange-Traded Fund		1,054,198		36,160
TDX Independence 2030 Exchange-Traded Fund		939,280		42,342
TDX Independence 2040 Exchange-Traded Fund		907,691		65,125
TDX Independence In-Target Exchange-Traded Fund		475,397		17,475

For the election of R. Charles Tschampion as Director of the Funds:


Fund	Voted “FOR”		Voted “WITHHOLD“
TDX Independence 2010 Exchange-Traded Fund		448,151		14,691
TDX Independence 2020 Exchange-Traded Fund		1,053,909		36,449
TDX Independence 2030 Exchange-Traded Fund		938,293		43,329
TDX Independence 2040 Exchange-Traded Fund		907,043		65,773
TDX Independence In-Target Exchange-Traded Fund		472,872		20,000

For the election of Ernest J. Scalberg as Director of the Funds:


Fund	Voted “FOR”		Voted “WITHHOLD“
TDX Independence 2010 Exchange-Traded Fund		448,352		14,490
TDX Independence 2020 Exchange-Traded Fund		1,055,604		34,754
TDX Independence 2030 Exchange-Traded Fund		938,991		42,631
TDX Independence 2040 Exchange-Traded Fund		907,877		64,939
TDX Independence In-Target Exchange-Traded Fund		476,054		16,818

For the election of Michael G. Smith as Director of the Funds:


Fund	Voted “FOR”		Voted “WITHHOLD”
TDX Independence 2010 Exchange-Traded Fund		448,568		14,274
TDX Independence 2020 Exchange-Traded Fund		1,056,600		33,758
TDX Independence 2030 Exchange-Traded Fund		939,813		41,809
TDX Independence 2040 Exchange-Traded Fund		907,786		65,030
TDX Independence In-Target Exchange-Traded Fund		475,097		17,775

TDX Independence Funds, Inc.

ADDITIONAL INFORMATION

PROXY VOTING POLICIES AND PROCEDURES

A description of the policies and procedures that the Company uses to determine how to vote proxies related to each Fund’s portfolio securities, (and information on how the Funds voted proxies during the period ended June 30, 2010 on Form N-PX) is available without charge, upon request, (i) by calling 877-369-4617; (ii) on the Company’s website at www.dbxstrategicadvisors.db.com; and (iii) on the Securities and Exchange Commission’s (“SEC”) website at www.sec.gov.

QUARTERLY PORTFOLIO DISCLOSURE

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

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

TDX Independence Funds, Inc.

TDX Independence 2010 Exchange-Traded Fund

TDX Independence 2020 Exchange-Traded Fund

TDX Independence 2030 Exchange-Traded Fund

TDX Independence 2040 Exchange-Traded Fund

TDX Independence In-Target Exchange-Traded Fund

(each, a “Fund,” and collectively, the “Funds”)

Supplement dated December 1, 2010 to the

Annual Report dated May 31, 2010 and all supplements thereto

This Supplement provides new and additional information beyond that contained in the Annual Report listed above and should be read in conjunction with the Annual Report.

The average annual and cumulative total return information for each Fund’s Underlying Index for the period ended May 31, 2010, which is included as the third column in each Fund’s Average Annual Total Returns and Cumulative Total Returns tables, is replaced with the average annual and cumulative total return information below.


	1 Year			Average Annual Since Inception (10/1/07)			Cumulative Since Inception (10/1/07)
TDX Independence 2010 Exchange-Traded Fund
Zacks 2010 Lifecycle Index (reflects no deduction for fees, expenses or taxes)		7.51	%		(0.73	)%		(1.92	)%
TDX Independence 2020 Exchange-Traded Fund
Zacks 2020 Lifecycle Index (reflects no deduction for fees, expenses or taxes)		13.99	%		(5.51	)%		(14.02	)%
TDX Independence 2030 Exchange-Traded Fund
Zacks 2030 Lifecycle Index (reflects no deduction for fees, expenses or taxes)		15.13	%		(10.50	)%		(25.61	)%
TDX Independence 2040 Exchange-Traded Fund
Zacks 2040 Lifecycle Index (reflects no deduction for fees, expenses or taxes)		15.59	%		(12.01	)%		(28.89	)%
TDX Independence In-Target Exchange-Traded Fund
Zacks In-Target Lifecycle Index (reflects no deduction for fees, expenses or taxes)		4.23	%		1.64	%		4.43	%

PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE

TDX Independence Funds, Inc.

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

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

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

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

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

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

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

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

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

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

TDX Independence Funds, Inc.

INVESTMENT ADVISOR

DBX Strategic Advisors LLC

60 Wall Street

New York, NY 10005

INVESTMENT SUB-ADVISORS

TDAM USA Inc.

161 Bay Street, 35th Floor

TD Canada Trust Tower

Toronto, Ontario Canada M5J 2T2

Amerivest Investment Management, LLC

1005 North Ameritrade Place

Bellevue, NE 68005

ADMINISTRATOR, CUSTODIAN, FUND ACCOUNTANT & TRANSFER AGENT

The Bank of New York Mellon

101 Barclay Street

New York, NY 10286

DISTRIBUTOR

ALPS Distributors, Inc.

1290 Broadway

Suite 1100

Denver, CO 80203

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Ernst & Young LLP

5 Times Square

New York, NY 10036

LEGAL COUNSEL

Dechert LLP

1095 Avenue of the Americas

New York, NY 10036

Morgan Lewis

111 Pennsylvania Ave, NW

Washington, DC 20004

Item 2.

Code of Ethics.

Not required for a semi-annual period.

Item 3.

Audit Committee Financial Expert.

Not required for a semi-annual period.

Item 4.

Principal Accountant Fees and Services.

Not required for a semi-annual period.

Items 5.

Audit Committee of Listed Registrants.

Not required for a semi-annual period.

Item 6.

Schedule of Investments.

The Schedules of Investments are 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.

Item 8.

Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9.

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

Not applicable.

Item 10.

Submission of Matters to a Vote of Security Holders.

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

Item 11.

Controls and Procedures.

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

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

Item 12.

Exhibits.

(a)	Certifications of the Registrant’s Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 are attached as Exhibit 99.CERT.

(b)	Certifications of the Registrant’s Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are attached as Exhibit 99.906CERT.

SIGNATURES

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


(Registrant) TDX Independence Funds, Inc.

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

Date: January 28, 2011

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


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

Date: January 28, 2011


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

Date: January 28, 2011

db-X Exchange-Traded Funds Inactive N-CSRSCertified semi-annual shareholder report (management investment company)