DUPREE MUTUAL FUNDS
NOTES TO FINANCIAL STATEMENTS
June 30, 2008
1. | Organization and Significant Accounting Policies |
Dupree Mutual Funds is registered under the Investment Company Act of 1940, as amended, as a no-load, open-end investment company. The Declaration of Trust of Dupree Mutual Funds (the "Trust") permits the Trustees to create an unlimited number of series of investment portfolios (each a “Fund" and collectively the “Funds”) and with respect to each series to issue an unlimited number of full or fractional shares of a single class. The Trust currently offers nine series:
Alabama Tax-Free Income Series
Kentucky Tax-Free Income Series
Kentucky Tax-Free Short-to-Medium Series
Mississippi Tax-Free Income Series
North Carolina Tax-Free Income Series
North Carolina Tax-Free Short-to-Medium Series
Tennessee Tax-Free Income Series
Tennessee Tax-Free Short-to-Medium Series
Intermediate Government Bond Series
The investment strategy of the eight state tax-free funds is to maintain 100% of their investments in Alabama, Kentucky, Mississippi, North Carolina, or Tennessee municipal securities.
The Intermediate Government Bond Series' investment strategy is to invest only in obligations of the U.S. Treasury and Agencies of the U.S. Government. The Intermediate Government Bond Series will buy bonds and notes that will maintain an average maturity of no more than ten years.
The following is a summary of significant accounting policies consistently followed by the Funds in the preparation of their financial statements. The policies are in conformity with accounting principles generally accepted in the United States.
Securities held by the Intermediate Government Bond Series are valued using market quotations as provided by an independent pricing service. Securities held by the eight state tax-free funds are valued as determined in good faith in accordance with consistently applied procedures established by and under the general supervision of the Board of Trustees. These procedures involve the use of a matrix pricing model which takes into consideration price quotations or appraisals for these securities, yield, stability, risk, quality, coupon rate, maturity, type of issue, trading characteristics, special circumstances of a security or trading market, and any other factors or market data considered relevant in determining the value. The procedures also include weekly verification of market quotations provided by two independent pricing services. A bond valuation that is not supported by a valuation source requires management to fair value the security in consultation with the Board’s Valuation committee. Shares of open-end mutual funds in which the Funds invest are valued at their respective net asset values as reported by the underlying funds.
In September 2006, the Financial Accounting Standards Board (FASB) issued Statement on Financial Accounting Standards (SFAS) No. 157, “Fair Value Measurements.” This standard establishes a single authoritative definition of fair value, sets out a framework for measuring fair value and requires additional disclosures about fair value measurements. SFAS No. 157 applies to fair value measurements already required or permitted by existing standards. SFAS No.157 is
DUPREE MUTUAL FUNDS
NOTES TO FINANCIAL STATEMENTS
June 30, 2008
1. | Significant Accounting Policies, continued: |
effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The changes to current generally accepted accounting principles from the application of this Statement relate to the definition of fair value, the methods used to measure fair value, and the expanded disclosures about fair value measurements. As of June 30, 2008, the Funds do not believe the adoption of SFAS No. 157 will impact the amounts reported in the financial statements, however, additional disclosures may be required about the inputs used to develop the measurements and the effect of certain of the measurements reported on the statement of changes in net assets for a fiscal period.
Security transactions are accounted for on a trade date basis. Gains and losses on securities sold are determined on an identified cost basis.
Interest income, which includes the amortization of premiums and the accretion of discounts, is recorded on an accrual basis.
| D. | When-Issued and Extended Settlement Securities |
The Funds may purchase securities with delivery or payment to occur at a later date. At the time the Funds enter into a commitment to purchase a security, the transaction is recorded and the value of the security is reflected in the net asset value. The value of the security may vary with market fluctuations. No interest accrues to the Funds until the security is delivered and payment takes place. At the time the Funds enter into this type of transaction, they are required to segregate cash or other liquid assets equal to the value of the securities purchased.
It is each Fund's policy to qualify as a regulated investment company by complying with the requirements of the Internal Revenue Code (the "code") applicable to regulated investment companies, including the distribution of all or substantially all taxable and tax-exempt income to their shareholders. The Funds have met the requirements of the code applicable to regulated investment companies for the year ended June 30, 2008. Therefore, no federal income tax provision is required.
The Funds have adopted Financial Accounting Standards Board (FASB) Interpretation 48 (FIN 48), "Accounting for Uncertainty in Income Taxes", which is effective for fiscal periods beginning after December 15, 2006. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB statement 109, "Accounting for Income Taxes." FIN 48 prescribes a two-step process to recognize and measure a tax position taken or expected to be taken in a tax return. The first step is to determine whether a tax position has met the more-likely-than-not recognition threshold and the second step is to measure a tax position that meets the threshold to determine the amount of benefit to recognize. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. Management of the Funds has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements. Generally, the tax authorities can examine all the tax returns for the last three years.
Substantially all of the net investment income of the Funds is declared as a dividend to shareholders of record as of the close of business each day. Distributions are payable in cash or in additional shares at the net asset value on the payable date. Distributions are determined in accordance with income tax regulations.
DUPREE MUTUAL FUNDS
NOTES TO FINANCIAL STATEMENTS
June 30, 2008
1. | Significant Accounting Policies, continued: |
Distributions are payable: | |
| |
Monthly for: | Kentucky Tax-Free Short-to-Medium Series |
| North Carolina Tax-Free Short-to-Medium Series |
| Tennessee Tax-Free Short-to-Medium Series |
| Intermediate Government Bond Series |
| |
Quarterly for: | Alabama Tax-Free Income Series |
| Kentucky Tax-Free Income Series |
| Mississippi Tax-Free Income Series |
| North Carolina Tax-Free Income Series |
| Tennessee Tax-Free Income Series |
The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts and disclosures. Actual amounts could differ from those estimates.
2. | Investment Advisory Fee and Other Transactions with Affiliates |
Subject to the direction of the Trustees, Dupree & Company, Inc. (the Adviser) is responsible for the management of the Funds' portfolios. Under the terms of the Investment Advisory Agreements for the Alabama, Kentucky, Mississippi, North Carolina, and Tennessee Series, the Funds have agreed to pay to the Adviser as compensation for all services rendered, facilities furnished and expenses paid or assumed by it under the Agreements, a fee at the annual rate of .50 of 1% of the first $100,000,000 average daily net assets of each Fund determined separately; .45 of 1% of the average daily net assets between $100,000,001 and $150,000,000 of each Fund determined separately; .40 of 1% of the average daily net assets between $150,000,001 and $500,000,000 of each Fund determined separately; and .35 of 1% of the average daily net assets in excess of $500,000,000. For the Intermediate Government Bond Series, the Fund has agreed to pay to the Adviser, as compensation for all services rendered, facilities furnished and expenses paid or assumed by it under the Agreement, a fee at the annual rate of .20 of 1% of average daily net assets.
The Adviser may voluntarily waive investment advisory fees payable to it under the Investment Advisory Agreement with each Fund, and assume and pay other operating expenses. The Adviser will not seek to recoup any waived fees or other operating expenses it has assumed.
For the year ended June 30, 2008, investment advisory fees and waived amounts were as follows:
| | Investment Advisory fees | | Waived Investment Advisory fees | |
Alabama Tax-Free Income Series | | $ | 61,870 | | $ | 43,902 | |
Kentucky Tax-Free Income Series | | | 2,867,522 | | | - | |
Kentucky Tax-Free Short-to-Medium Series | | | 285,798 | | | - | |
Mississippi Tax-Free Income Series | | | 23,963 | | | 22,142 | |
North Carolina Tax-Free Income Series | | | 303,230 | | | - | |
North Carolina Tax-Free Short-to-Medium Series | | | 57,099 | | | - | |
Tennessee Tax-Free Income Series | | | 490,223 | | | - | |
Tennessee Tax-Free Short-to-Medium Series | | | 51,645 | | | - | |
Intermediate Government Bond Series | | | 46,320 | | | - | |
DUPREE MUTUAL FUNDS
NOTES TO FINANCIAL STATEMENTS
June 30, 2008
2. Investment Advisory Fee and Other Transactions with Affiliates, continued:
| In addition, each Fund has entered into a Shareholder Service Agreement with Dupree & Company, Inc, the Funds’ transfer agent. The agreement provides for a fee computed on the average daily net asset value at the annual rate of .15 of 1% on the first $20,000,000 of average net assets and .12 of 1% of all amounts in excess of $20,000,000 of average net assets for each Fund. |
3. Purchases and Sales of Securities
| During the year ended June 30, 2008, the cost of purchases and the proceeds from sales and maturities of securities (excluding short-term securities and U.S. government obligations, except for the Intermediate Government Bond Series which are all U.S. government obligations) for each of the Funds were as follows: |
| | Purchases | | Sales/Calls | |
Alabama Tax-Free Income Series | | $ | 2,751,710 | | $ | 1,029,369 | |
Kentucky Tax-Free Income Series | | | 77,129,440 | | | 40,022,203 | |
Kentucky Tax-Free Short-to-Medium Series | | | 7,924,723 | | | 13,395,135 | |
Mississippi Tax-Free Income Series | | | 130,450 | | | 444,602 | |
North Carolina Tax-Free Income Series | | | 17,837,896 | | | 6,551,593 | |
North Carolina Tax-Free Short-to-Medium Series | | | 2,663,493 | | | 2,923,373 | |
Tennessee Tax-Free Income Series | | | 15,080,786 | | | 21,251,223 | |
Tennessee Tax-Free Short-to-Medium Series | | | 2,237,736 | | | 3,198,859 | |
Intermediate Government Bond Series | | | 7,691,900 | | | 7,502,230 | |
4. Capital Shares
At June 30, 2008 and 2007, there were an unlimited number of shares of beneficial interest authorized. Transactions in capital shares were as follows:
| | | | | |
ALABAMA TAX-FREE INCOME SERIES | | Year Ended June 30, 2008 | | Year Ended June 30, 2007 | |
| | SHARES | | AMOUNT | | SHARES | | AMOUNT | |
Shares sold | | | 239,173 | | $ | 2,773,958 | | | 217,192 | | $ | 2,549,134 | |
Shares issued for reinvestment of distributions and capital gain | | | 31,477 | | | 363,810 | | | 26,093 | | | 306,525 | |
Shares redeemed | | | (105,583 | ) | | (1,220,405 | ) | | (157,732 | ) | | (1,852,010 | ) |
Net increase | | | 165,067 | | $ | 1,917,363 | | | 85,553 | | $ | 1,003,649 | |
KENTUCKY TAX-FREE INCOME SERIES | | Year Ended June 30, 2008 | | Year Ended June 30, 2007 | |
| | SHARES | | AMOUNT | | SHARES | | AMOUNT | |
Shares sold | | | 11,797,352 | | $ | 88,090,018 | | | 9,650,442 | | $ | 72,716,213 | |
Shares issued for reinvestment of distributions and capital gain | | | 2,237,440 | | | 16,690,222 | | | 2,219,370 | | | 16,712,266 | |
Shares redeemed | | | (9,141,820 | ) | | (68,285,124 | ) | | (10,077,019 | ) | | (76,007,337 | ) |
Net increase | | | 4,892,972 | | $ | 36,495,116 | | | 1,792,792 | | $ | 13,421,142 | |
KENTUCKY TAX-FREE SHORT-TO-MEDIUM SERIES | | Year Ended June 30, 2008 | | Year ended June 30, 2007 | |
| | SHARES | | AMOUNT | | SHARES | | AMOUNT | |
Shares sold | | | 1,752,927 | | $ | 9,137,624 | | | 2,426,071 | | $ | 12,578,488 | |
Shares issued for reinvestment of distributions | | | 244,350 | | | 1,269,365 | | | 293,040 | | | 1,518,346 | |
Shares redeemed | | | (3,490,558 | ) | | (18,172,172 | ) | | (7,131,122 | ) | | (36,947,040 | ) |
Net decrease | | | (1,493,281 | ) | $ | (7,765,183 | ) | | (4,412,011 | ) | $ | (22,850,206 | ) |
DUPREE MUTUAL FUNDS
NOTES TO FINANCIAL STATEMENTS
June 30, 2008
4. Capital Shares, continued:
MISSISSIPPI TAX-FREE INCOME SERIES | | Year Ended June 30, 2008 | | Year ended June 30, 2007 | |
| | SHARES | | AMOUNT | | SHARES | | AMOUNT | |
Shares sold | | | 57,281 | | $ | 643,985 | | | 146,878 | | $ | 1,685,190 | |
Shares issued for reinvestment of distributions and capital gain | | | 12,070 | | | 135,418 | | | 13,380 | | | 152,943 | |
Shares redeemed | | | (122,028 | ) | | (1,379,820 | ) | | (147,742 | ) | | (1,688,878 | ) |
Net increase/(decrease) | | | (52,677 | ) | $ | (600,417 | ) | | 12,517 | | $ | 149,254 | |
NORTH CAROLINA TAX-FREE INCOME SERIES | | Year Ended June 30, 2008 | | Year ended June 30, 2007 | |
| | SHARES | | AMOUNT | | SHARES | | AMOUNT | |
Shares sold | | | 1,655,177 | | $ | 17,843,888 | | | 1,009,262 | | $ | 11,001,946 | |
Shares issued for reinvestment of distributions | | | 154,124 | | | 1,652,936 | | | 125,366 | | | 1,366,179 | |
Shares redeemed | | | (778,018 | ) | | (8,377,286 | ) | | (556,875 | ) | | (6,069,350 | ) |
Net increase | | | 1,031,283 | | $ | 11,119,539 | | | 577,752 | | $ | 6,298,775 | |
NORTH CAROLINA TAX-FREE SHORT-TO-MEDIUM SERIES | | Year Ended June 30, 2008 | | Year Ended June 30, 2007 | |
| | SHARES | | AMOUNT | | SHARES | | AMOUNT | |
Shares sold | | | 268,903 | | $ | 2,813,699 | | | 217,217 | | $ | 2,258,131 | |
Shares issued for reinvestment of distributions and ordinary income | | | 22,953 | | | 239,638 | | | 25,624 | | | 266,880 | |
Shares redeemed | | | (313,729 | ) | | (3,292,052 | ) | | (426,003 | ) | | (4,432,976 | ) |
Net decrease | | | (21,873 | ) | $ | (238,715 | ) | | (186,163 | ) | $ | (1,907,965 | ) |
TENNESSEE TAX-FREE INCOME SERIES | | Year Ended June 30, 2008 | | Year ended June 30, 2007 | |
| | SHARES | | AMOUNT | | SHARES | | AMOUNT | |
Shares sold | | | 1,965,096 | | $ | 21,403,092 | | | 2,146,643 | | $ | 23,718,638 | |
Shares issued for reinvestment of distributions | | | 147,017 | | | 1,596,693 | | | 137,737 | | | 1,518,224 | |
Shares redeemed | | | (2,886,948 | ) | | (31,357,332 | ) | | (1,255,779 | ) | | (13,832,789 | ) |
Net increase/(decrease) | | | (774,835 | ) | $ | (8,357,547 | ) | | 1,028,600 | | $ | 11,404,073 | |
TENNESSEE TAX-FREE SHORT-TO-MEDIUM SERIES | | Year Ended June 30, 2008 | | Year ended June 30, 2007 | |
| | SHARES | | AMOUNT | | SHARES | | AMOUNT | |
Shares sold | | | 142,006 | | $ | 1,476,833 | | | 85,707 | | $ | 892,357 | |
Shares issued for reinvestment of distributions | | | 22,250 | | | 231,384 | | | 27,954 | | | 290,963 | |
Shares redeemed | | | (216,755 | ) | | (2,259,974 | ) | | (522,310 | ) | | (5,445,334 | ) |
Net decrease | | | (52,499 | ) | $ | (551,757 | ) | | (408,649 | ) | $ | (4,262,014 | ) |
DUPREE MUTUAL FUNDS
NOTES TO FINANCIAL STATEMENTS
June 30, 2008
4. Capital Shares, continued:
INTERMEDIATE GOVERNMENT BOND SERIES | | Year Ended June 30, 2008 | | Year ended June 30, 2007 | |
| | SHARES | | AMOUNT | | SHARES | | AMOUNT | |
Shares sold | | | 326,993 | | $ | 3,266,770 | | | 249,741 | | $ | 2,434,050 | |
Shares issued for reinvestment of distributions | | | 84,868 | | | 847,031 | | | 87,142 | | | 851,183 | |
Shares redeemed | | | (416,116 | ) | | (4,159,438 | ) | | (245,018 | ) | | (2,394,284 | ) |
Net increase/(decrease) | | | (4,255 | ) | $ | (45,637 | ) | | 91,865 | | $ | 890,949 | |
5. | Concentration of credit risk |
The Alabama Tax-Free Income Series, Kentucky Tax-Free Income Series, Kentucky Tax-Free Short-to-Medium Series, Mississippi Tax-Free Income Series, North Carolina Tax-Free Income Series, North Carolina Tax-Free Short-to-Medium Series, Tennessee Tax-Free Income Series, and Tennessee Tax-Free Short-to-Medium Series each invest solely in debt obligations issued by the states of Alabama, Kentucky, Mississippi, North Carolina, and Tennessee, respectively, and their respective political subdivisions, agencies and public authorities to obtain funds for various public purposes. Each of these state-specific Funds is more susceptible to economic and political factors adversely affecting issuers of their states’ respective municipal securities than a fund that is not concentrated in these issuers to the same extent.
As of June 30, 2008, the Kentucky Tax-Free Short-to-Medium Series, Mississippi Tax-Free Income Series, North Carolina Tax-Free Income Series, North Carolina Tax-Free Short-to-Medium Series, Tennessee Tax-Free Income Series, Tennessee Tax-Free Short-to-Medium Series, and Intermediate Government Bond Series have capital loss carryforwards which are available to offset future capital gains, if any. As of June 30, 2008 the Alabama Tax-Free Income Series and the Kentucky Tax-Free Income Series do not have any capital loss carryforwards.
The capital loss carryforwards expire as follows:
| | 2009 | | 2010 | | 2011 | | 2012 | | 2013 | | 2014 | | 2015 | | 2016 | | Total | |
Kentucky Tax-Free Short-to-Medium Series | | $ | 312,672 | | $ | 34,064 | | $ | - | | $ | 44,500 | | $ | 329,431 | | $ | 74,336 | | $ | 446,645 | | $ | 227,932 | | $ | 1,469,580 | |
Mississippi Tax-Free Income Series | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | 6,458 | | | 6,458 | |
North Carolina Tax-Free Income Series | | | - | | | - | | | - | | | 462,081 | | | | | | - | | | - | | | - | | | 462,081 | |
North Carolina Tax-Free Short-to-Medium Series | | | 22,226 | | | - | | | - | | | 10,514 | | | 4,659 | | | 43,905 | | | 50,449 | | | 30,033 | | | 161,786 | |
Tennessee Tax-Free Income Series | | | 311,135 | | | 69,806 | | | 18,314 | | | 175,434 | | | 28,670 | | | - | | | - | | | - | | | 603,359 | |
Tennessee Tax-Free Short-to-Medium Series | | | 37,349 | | | - | | | - | | | - | | | 797 | | | 61,617 | | | 92,566 | | | 23,418 | | | 215,747 | |
Intermediate Government Bond Series | | | 46,873 | | | - | | | - | | | 117,848 | | | 2 | | | 64,307 | | | 21,143 | | | - | | | 250,173 | |
DUPREE MUTUAL FUNDS
NOTES TO FINANCIAL STATEMENTS
June 30, 2008
6. | Federal Income Taxes, continued: |
During the year ended June 30, 2008, the following Funds utilized capital loss carryforwards as follows:
| | Amount | |
North Carolina Tax-Free Income Series | | $ | 225,542 | |
Tennessee Tax-Free Income Series | | | 158,100 | |
Intermediate Government Bond Series | | | 71,617 | |
Capital losses incurred after October 31 (“Post-October” losses) within the taxable year are deemed to arise on the first business day of the Funds’ next taxable year. The following Funds incurred and will elect to defer net capital losses during the fiscal year 2008 as follows:
| | Post October Losses | |
Alabama Tax Free Income Series | | $ | (25,428 | ) |
Kentucky Tax-Free Short-to-Medium Series | | | (178,100 | ) |
Mississippi Tax-Free Income Series | | | (8,142 | ) |
Tennessee Tax-Free Short-to-Medium Series | | | (1,725 | ) |
At June 30, 2008, the effect of permanent book to tax differences (expiration of capital loss carryforwards) resulted in increases and decreases to the components of net assets as follows:
| | Accumulated Net Realized Losses | | Capital | |
Kentucky Tax-Free Short-to-Medium Series | | $ | 135,232 | | $ | (135,232 | ) |
North Carolina Tax-Free Short-to-Medium Series | | | 5,915 | | | (5,915 | ) |
Tennessee Tax-Free Short-to-Medium Series | | | 5,991 | | | (5,991 | ) |
Intermediate Government Bond Series | | | 138,236 | | | (138,236 | ) |
The tax character of distributions paid for the years ended June 30, 2008 and 2007 were as follows:
| | | | | |
| | 2008 | | 2007 | |
| | Tax Exempt Income | | Ordinary Income | | Long-Term Capital Gain | | Tax Exempt Income | | Ordinary Income | | Long-Term Capital Gain | |
Alabama Tax-Free Income Series | | $ | 494,363 | | $ | - | | $ | 23,016 | | $ | 461,296 | | $ | - | | $ | - | |
Kentucky Tax-Free Income Series | | | 28,081,655 | | | - | | | 9,603 | | | 27,771,550 | | | - | | | 649,014 | |
Kentucky Tax-Free Short-to-Medium Series | | | 1,875,479 | | | - | | | - | | | 2,257,746 | | | - | | | - | |
Mississippi Tax-Free Income Series | | | 192,571 | | | 607 | | | - | | | 211,237 | | | - | | | 22,573 | |
North Carolina Tax-Free Income Series | | | 2,282,515 | | | - | | | - | | | 1,980,016 | | | - | | | - | |
North Carolina Tax-Free Short-to-Medium Series | | | 346,156 | | | - | | | - | | | 369,700 | | | 2,550 | | | - | |
Tennessee Tax-Free Income Series | | | 3,671,801 | | | - | | | - | | | 3,537,827 | | | - | | | - | |
Tennessee Tax-Free Short-to-Medium Series | | | 305,801 | | | - | | | - | | | 381,296 | | | - | | | - | |
Intermediate Government Bond Series | | | - | | | 1,122,333 | | | - | | | - | | | 1,161,912 | | | - | |
DUPREE MUTUAL FUNDS
NOTES TO FINANCIAL STATEMENTS
June 30, 2008
6. | Federal Income Taxes, continued: |
At June 30, 2008, the Fund's components of distributable earnings (accumulated losses) on a tax basis were as follows:
| | | | | | | | | |
Dupree Mutual Funds | | Undistributed Ordinary Income* | | Undistributed Tax-Exempt Income | | Undistributed Net Long-Term Capital Gains | | Net Unrealized Appreciation (Depreciation) on Investments | |
Alabama Tax-Free Income Series | | $ | - | | $ | 42,096 | | $ | - | | $ | (123,378 | ) |
Kentucky Tax-Free Income Series | | | - | | | 2,727,124 | | | 718,685 | | | (42,187 | ) |
Kentucky Tax-Free Short-to-Medium Series | | | - | | | 46,967 | | | - | | | 580,463 | |
Mississippi Tax-Free Income Series | | | - | | | 10,239 | | | - | | | (57,253 | ) |
North Carolina Tax-Free Income Series | | | - | | | 151,485 | | | - | | | (551,898 | ) |
North Carolina Tax-Free Short-to-Medium Series | | | - | | | 6,535 | | | - | | | 35,297 | |
Tennessee Tax-Free Income Series | | | - | | | 418,947 | | | - | | | (1,162,736 | ) |
Tennessee Tax-Free Short-to-Medium Series | | | - | | | 5,721 | | | - | | | (178,750 | ) |
Intermediate Government Bond Series | | | 21,957 | | | - | | | - | | | 267,758 | |
*For tax purposes short-term capital gain distributions are considered ordinary income distributions.
7. | Contingencies and Commitments |
The Funds indemnify the Trust’s officers and Trustees for certain liabilities that might arise from their performance of their duties to the Funds. Additionally, in the normal course of business, the Funds enter into contracts that contain a variety of representations and warranties and which may provide for indemnification. The Funds’ maximum exposure under these arrangements is unknown, as this would involve predicting future claims that may be made against the Funds, if any, that have not yet occurred. However, based on experience, the Funds expect the risk of loss to be remote.
8. | Line of Credit Agreement and Custodian Agreement |
Under the terms of an agreement with the Funds’ custodian, principal amounts up to 5% of a Fund’s net assets are available on an uncommitted line of credit. The principal amounts borrowed are due on demand. The agreement expires on September 30, 2008, but may be renewed annually. Interest is payable based on the published prime rate of the bank. Securities with a minimum value of three times the loan proceeds will be assigned as collateral until the balance of the note and unpaid interest is paid in full and terminated.
DUPREE MUTUAL FUNDS
NOTES TO FINANCIAL STATEMENTS
June 30, 2008
8. | Line of Credit Agreement and Custodian Agreement, continued: |
During the year ended June 30, 2008, the daily weighted average borrowings for each Fund were as follows:
| Weighted average borrowings |
Alabama Tax-Free Income Series | $ 445 |
Kentucky Tax Free Income Series | 24,175 |
Kentucky Tax-Free Short-to-Medium Series | 5,954 |
Mississippi Tax-Free Income Series | 79 |
North Carolina Tax-Free Income Series | 11,473 |
North Carolina Tax-Free Short-to-Medium Series | 8,180 |
Tennessee Tax-Free Income Series | 20,530 |
Tennessee Tax-Free Short-to-Medium Series | 3,352 |
Intermediate Government Bond Series | 2,661 |
The Funds have a contractual agreement with the custodian whereby the bank will provide custodial services for $1.00 per year. Through arrangements with the Funds’ custodian, credits realized as a result of unninvested cash balances were used to reduce each Fund’s expenses. During the year, these credits reduced each of the Funds’ expenses by the amount shown on the Statements of Operation as “Custodian expense reduction.”
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Trustees of
Dupree Mutual Funds
We have audited the accompanying statements of assets and liabilities, including the schedules of portfolio investments, of Dupree Mutual Funds, comprised of Alabama Tax-Free Income Series, Kentucky Tax-Free Income Series, Kentucky Tax-Free Short-to-Medium Series, Mississippi Tax-Free Income Series, North Carolina Tax-Free Income Series, North Carolina Tax-Free Short-to-Medium Series, Tennessee Tax-Free Income Series, Tennessee Tax-Free Short-to-Medium Series, and Intermediate Government Bond Series (collectively, the Funds), as of June 30, 2008, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Funds’ internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Funds’ internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of June 30, 2008, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of each of the respective Funds comprising the Dupree Mutual Funds at June 30, 2008, the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended, and their financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.
/s/ Ernst & Young LLP
Cincinnati, Ohio
August 13, 2008
DUPREE MUTUAL FUNDS
OTHER UNAUDITED INFORMATION
June 30, 2008
Trustee and officer information
The following table sets forth information as to the Trustees and officers:
Name, Address and Age | Position(s) Held with Funds | Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Trustee | Other Director-ships Held by Trustee |
Officers: | | | | | |
Thomas P. Dupree Sr. 125 South Mill Street Lexington, KY 40507 Age: 77 | President | Annual Term; 29 years of service | Chairman of the Board of Dupree & Company, Inc. | N/A | N/A |
Gay M. Elste P.O. Box 28 Versailles, KY 40383 Age: 57 | Compliance Officer | Annual Term; 4 years of service | Attorney at Law, Darsie & Elste. Anstruther Farm, beef cattle farming | N/A | N/A |
Allen E. Grimes, III 125 South Mill Street Lexington, KY 40507 Age: 45 | Executive Vice President | Annual Term; 3 years of service | President, Dupree & Company, Inc. Attorney, Dinsmore & Shohl LLP (2001-2004) | N/A | N/A |
Michelle M. Dragoo 125 South Mill Street Lexington, KY 40507 Age: 47 | Vice President, Secretary, Treasurer | Annual Term; 10 years of service as Vice President, 8 years of service as Secretary, Treasurer | Vice President, Secretary, Treasurer of Dupree & Company, Inc. | N/A | N/A |
Alison L. Arnold 125 South Mill Street Lexington, KY 40507 Age: 48 | Assistant Secretary | Annual Term; 15 years of service | Dupree & Company, Inc. | N/A | N/A |
Trustees: | | | | | |
William A. Combs, Jr. 111 Woodland Ave., #510 Lexington, KY 40502 Age: 68 | Chairman, Trustee | Annual Term; 7 years of service as Chairman; 19 years of service as Trustee | Officer, Director: Mercedes-Benz of Cincinnati, Ohio; Mercedes-Benz of West Chester, Ohio and Freedom Dodge, Lexington, KY | 9 | N/A |
James C. Baughman, Jr. 1999 Richmond Road Suite 4 Lexington, KY 40502 Age: 45 | Trustee | One Year Term; 1 Year of Service | President, Secretary, Treasurer, Director Office Suites Plus (executive office space rental) | 9 | N/A |
Lucy A. Breathitt 1703 Fairway Drive Lexington, KY 40502 Age: 71 | Trustee | Annual Term; 12 years of service | Alexander Farms, farming | 9 | KY Historical Society Foundation, KY Natural Lands Trust, Bluegrass Conservancy |
DUPREE MUTUAL FUNDS
OTHER UNAUDITED INFORMATION
June 30, 2008
Trustee and officer information, continued:
Name, Address and Age | Position(s) Held with Funds | Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Trustee | Other Director-ships Held by Trustee |
C. Timothy Cone 201 West Short Street Lexington, KY 40507 Age: 64 | Trustee | Annual Term; 6 years of service | President, Gess, Mattingly & Atchison, P.S.C. (law firm) | 9 | N/A |
J. William Howerton 3954 Primrose Place Paducah, KY 42001 Age: 76 | Trustee | Annual Term; 8 years of service | Judge (retired November 1996) KY Court of Appeals; Self-Employed Mediator (through 2006), Arbitrator and Special Judge. | 9 | KY Lottery Corporation |
William S. Patterson 367 West Short Street Lexington, KY 40507 Age: 75 | Trustee | Annual Term; 29 years of service | President, CEO, Cumberland Surety Co., Lexington, KY, President, Patterson & Co., Frankfort, KY, (real estate development, thoroughbred horse breeding and farming) | 9 | N/A |
As of June 30, 2008, none of the Trustees nor members of their immediate family held any beneficial interest in the Trust’s Investment Adviser. Further, the Trust does not have an underwriter.
The Statement of Additional Information (“SAI”) includes additional information about Trustees and officers and is available upon request without charge. Please call (800) 866-0614 to request the SAI.
Proxy Voting Information
A description of the policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities is available without charge upon request by calling (800) 866-0614, or on the Securities and Exchange Commission’s website at http://www.sec.gov. For the year ending June 30, 2008, the Funds exercised no proxy votes due to the fact that the debt instruments in which the Funds invest carry no voting rights.
Quarterly Portfolio Disclosure
The Trust files with the Securities and Exchange Commission a complete listing of portfolio holdings for each Fund as of the end of the first and third quarters of each fiscal year on Form N-Q. The complete listing (i) is available on the commission’s website and (ii) will be made available to shareholders upon request by calling (800) 866-0614. Information on the operation of the S.E.C.’s Public Reference Room may be obtained by calling 1-800-SEC-0300.
DUPREE MUTUAL FUNDS
OTHER UNAUDITED INFORMATION
June 30, 2008
Schedule of Shareholder Expenses
As a shareholder of the Funds, you incur transaction costs including investment advisory fees and other Fund expenses. The following examples are intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds.
Actual Expenses
| The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During the Six Months Ended June 30, 2008” to estimate the expenses you paid on your account during this period. |
| Hypothetical Example for Comparison Purposes |
| The second line of the table below provides information about hypothetical account values and hypothetical expenses based on each Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses which is not the Funds’ 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 Funds and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. |
| Net Expense Ratio Annualized June 30, 2008 | Beginning Account Value January 1, 2008* | Ending Account Value June 30, 2008** | Expenses Paid During the Six Months Ended June 30, 2008 |
Alabama Tax-Free Income Series | | | | |
Actual | .45% | $1,000.00 | $996.60 | $2.23 |
Hypothetical | .45 | 1,000.00 | 1,024.86 | 2.27 |
Kentucky Tax-Free Income Series | | | | |
Actual | .57 | 1,000.00 | 999.50 | 2.83 |
Hypothetical | .57 | 1,000.00 | 1,024.86 | 2.87 |
Kentucky Tax-Free Short-to-Medium Series | | | | |
Actual | .72 | 1,000.00 | 1,004.80 | 3.59 |
Hypothetical | .72 | 1,000.00 | 1,024.86 | 3.62 |
Mississippi Tax-Free Income Series | | | | |
Actual | .45 | 1,000.00 | 994.30 | 2.23 |
Hypothetical | .45 | 1,000.00 | 1,024.86 | 2.27 |
North Carolina Tax-Free Income Series | | | | |
Actual | .71 | 1,000.00 | 994.60 | 3.52 |
Hypothetical | .71 | 1,000.00 | 1,024.86 | 3.57 |
DUPREE MUTUAL FUNDS
OTHER UNAUDITED INFORMATION
June 30, 2008
Schedule of Shareholder Expenses, continued:
| Net Expense Ratio Annualized June 30, 2008 | Beginning Account Value January 1, 2008* | Ending Account Value June 30, 2008** | Expenses Paid During the Six Months Ended June 30, 2008 |
North Carolina Tax-Free Short-to-Medium Series | | | | |
Actual | .81% | $1,000.00 | $1,003.50 | $4.03 |
Hypothetical | .81 | 1,000.00 | 1,024.86 | 4.08 |
Tennessee Tax-Free Income Series | | | | |
Actual | .70 | 1,000.00 | 999.40 | 3.48 |
Hypothetical | .70 | 1,000.00 | 1,024.86 | 3.52 |
Tennessee Tax-Free Short-to-Medium Series | | | | |
Actual | .80 | 1,000.00 | 1,002.90 | 3.98 |
Hypothetical | .80 | 1,000.00 | 1,024.86 | 4.03 |
Intermediate Government Bond Series | | | | |
Actual | .49 | 1,000.00 | 1,011.50 | 2.45 |
Hypothetical | .49 | 1,000.00 | 1,024.86 | 2.47 |
* | The example is based on an investment of $1,000 invested at the beginning of the period. |
** | Expenses are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period multiplied by [182/366] (to reflect one-half year period). |