11-K 1 tsbk-9302020x11k.htm 11-K Document

FORM 11-K
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X]ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2020
OR
[  ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
Commission file number 0-23333
A.Full title of the plan and the address of the plan, if different from that of the issuer named below:
Timberland Bank Employee Stock Ownership & 401(k) Plan
B.Name of issuer of securities held pursuant to the plan and the address of its principal executive office:
Timberland Bank
624 Simpson Avenue
Hoquiam, Washington 98550



Financial Statements and Exhibits
 
  Page
   
     (a)   Report of Independent Registered Public Accounting Firm 
   
(b)   Financial Statements 
   
 
       as of September 30, 2020 and 2019
   
 
       for Benefits for the Year Ended September 30, 2020
   
 
   
(c)   Supplemental Schedule 
   
 
   
Exhibits:  
(d)    Exhibit 23.1  Consent of Delap LLP12
  
 

 

Signatures

The Plan:  Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 ________________________________________________
Administrator, Timberland Bank Employee Stock Ownership & 401(k) Plan

 
By:/s/Dean J. Brydon 
 
Dean J. Brydon  
(name) 
 Chief Financial Officer(title) 
 
Timberland Bank  
(bank) 
   
   
 
 
Date:  March 24, 2021





Timberland Bank
Employee Stock Ownership & 401(k) Plan




Financial Statements and
Supplemental Schedule


September 30, 2020 and 2019






Report of Independent Registered Public Accounting Firm

To the Plan Administrator and Retirement Plan Committee of the
Timberland Bank Employee Stock Ownership & 401(k) Plan

Opinion on the Financial Statements

We have audited the accompanying statements of net assets available for benefits of the Timberland Bank Employee Stock Ownership & 401(k) Plan ("the Plan") as of September 30, 2020 and 2019, and the related statement of changes in net assets available for benefits for the year ended September 30, 2020, and the related notes and schedule (collectively referred to as "the financial statements"). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of September 30, 2020 and 2019, and the changes in net assets available for benefits for the year ended September 30, 2020, in conformity with accounting principles generally accepted in the United States of America ("U.S.").

Basis for Opinion

These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Supplemental Information

The supplemental schedule of assets (held at end of year) as of September 30, 2020 has been subjected to audit procedures performed in conjunction with the audit of the Plan's financial statements. The supplemental schedule is the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental schedule reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the supplemental schedule, we evaluated whether the supplemental schedule, including its form and content, is presented in conformity with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental schedule is fairly stated, in all material respects, in relation to the financial statements as a whole.


/s/ Delap LLP

We have served as the Plan’s auditor since 2017.

Lake Oswego, Oregon
March 24, 2021




The accompanying notes are an integral part of these financial statements.

1
Statements of Net Assets Available for Benefits
Timberland Bank Employee Stock Ownership & 401(k) Plan
September 30, 2020 and 2019

September 30, 2020
Participant
Directed		Nonparticipant Directed
 Total
Assets   
Investments, at fair value:   
Mutual funds$17,339,514 $— $17,339,514 
Timberland Bancorp, Inc.
      ("Bancorp") common stock		3,466,638 7,496,478 10,963,116 
Total investments20,806,152 7,496,478 28,302,630 
Cash and cash equivalents130,637 1,366 132,003 
Total assets20,936,789 7,497,844 28,434,633 
Net assets available for benefits$20,936,789 $7,497,844 $28,434,633 

The accompanying notes are an integral part of these financial statements.

2
Statements of Net Assets Available for Benefits (Continued)
Timberland Bank Employee Stock Ownership & 401(k) Plan
September 30, 2020 and 2019

September 30, 2019
Participant
Directed		Nonparticipant Directed
 Total
Assets   
Investments, at fair value:   
Mutual funds$16,324,618 $— $16,324,618 
Bancorp common stock5,084,310 11,703,093 16,787,403 
Total investments21,408,928 11,703,093 33,112,021 
Cash and cash equivalents59,018 1,958 60,976 
Total assets21,467,946 11,705,051 33,172,997 
Net assets available for benefits$21,467,946 $11,705,051 $33,172,997 

The accompanying notes are an integral part of these financial statements.

3
Statement of Changes in Net Assets Available for Benefits
Timberland Bank Employee Stock Ownership & 401(k) Plan
Year Ended September 30, 2020

 Participant
Directed		Nonparticipant Directed 
 Total
Additions to net assets attributed to   
Investment income (loss):   
Net depreciation in fair value of investments:   
Mutual funds$(309,810)$— $(309,810)
Bancorp common stock(1,814,102)(4,007,625)(5,821,727)
Interest and dividends571,436 358,732 930,168 
Total investment loss, net(1,552,476)(3,648,893)(5,201,369)
Contributions:   
Employer908,652 — 908,652 
Participant deferrals969,517 — 969,517 
Participant rollovers5,144 — 5,144 
Total contributions1,883,313 — 1,883,313 
Interfund transfers11,081 (11,081)— 
Total additions (deductions) to net assets, net341,918 (3,659,974)(3,318,056)
Deductions from net assets attributed to   
Benefit payments781,030 547,233 1,328,263 
Administrative expenses92,045 — 92,045 
Total deductions from net assets873,075 547,233 1,420,308 
Net decrease(531,157)(4,207,207)(4,738,364)
Net assets available for benefits   
Beginning of year21,467,946 11,705,051 33,172,997 
End of year$20,936,789 $7,497,844 $28,434,633 

The accompanying notes are an integral part of these financial statements.

4
Notes to Financial Statements
Timberland Bank Employee Stock Ownership & 401(k) Plan
September 30, 2020 and 2019
Note 1 - Plan Description and Basis of Presentation

The following description of the Timberland Bank Employee Stock Ownership & 401(k) Plan ("Plan") provides only general information.  Participants should refer to the Plan agreement for a more complete description of the Plan's provisions.

General

The Plan is a defined contribution plan established for the benefit of eligible employees of Timberland Bank ("the Company").  The Company is the wholly-owned subsidiary of Timberland Bancorp, Inc. ("Bancorp").  The Plan is comprised of two components: a defined contribution 401(k) plan and an employee stock ownership plan ("ESOP").  The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and is designed to comply with Sections 401(a) and 4975(e)(7) of the Internal Revenue Code, as amended ("Code") and the regulations thereunder.  The Plan is administered by Timberland Bank. LT Trust is the TPA (Third-Party Administrator) and trustee for the Plan's investments.  The Plan has been amended and restated from time to time as necessary for the Plan to remain tax qualified. The Plan Administrator and the members of the Company's Retirement Plan Committee are participants in the Plan.

In January 1998, the Plan borrowed $7,930,000 from Bancorp to purchase 1,058,000 shares of Bancorp common stock.  The loan was repaid primarily from the Company's contributions to the plan and was fully repaid on March 31, 2019.  As the Plan made each payment of principal and interest, an appropriate percentage of stock was released and allocated annually to eligible employee accounts, in accordance with applicable Code regulations.

The borrowing was collateralized by unallocated shares of Bancorp common stock and was guaranteed by the Company.  Bancorp had no rights against shares once they were allocated under the Plan. 

Voting Rights

Each participant may direct the trustee as to the voting rights attributable to allocated shares of Bancorp common stock held in the ESOP component of the Plan.  Any allocated Bancorp common shares for which voting instructions are not received and Bancorp common shares held in the 401(k) component of the Plan are voted by the trustee in the same proportion as shares for which the trustee receives voting instructions.

Eligibility

The Plan covers substantially all employees of the Company or an affiliated entity (other than those excluded under the terms of the Plan) who have one year of service and are 18 years of age or older (age 21 for participation in the ESOP portion of the Plan).  Generally, a year of service is credited upon the completion of at least 1,000 hours of service within a Plan year (October 1 to September 30).  The Plan provides entry dates on the first day of each calendar quarter.  However, employees who are at least age 18, but have not been credited with a year of service, are eligible to make 401(k) contributions as of the first day of the month after beginning employment. 

Contributions and Participant Investment Options

Plan participants may make salary deferral contributions into the 401(k) component of the Plan up to the maximum permitted under the Code ($19,500 for calendar year 2020 and $19,000 for calendar year 2019).  The Plan provides for both pre-tax and after-tax (Roth) 401(k) salary deferral contributions.  Participants age 50 and older during the Plan year are also permitted to make elective 401(k) catch-up deferrals.  For 2020 and 2019, the maximum catch-up deferral under the Code was $6,500 and $6,000, respecitvely.  The Plan includes an auto-enrollment provision, whereby all newly eligible employees are automatically enrolled in the Plan unless they affirmatively elect not to participate in the Plan.  Automatically enrolled participants have their initial deferral rate set at 1% of their eligible compensation, and such contributions are invested in a designated balanced fund until changed by the participant.  This 1% rate automatically increases to 2% in the second year of participation and 3% in the third and subsequent years of participation unless the employee affirmatively selects otherwise.

Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contributions plans (i.e., rollover contributions).

.

5
Notes to Financial Statements
Timberland Bank Employee Stock Ownership & 401(k) Plan
September 30, 2020 and 2019
The Company is required to make an annual safe harbor profit sharing contribution of 3% of eligible compensation, with additional amounts contributed at the option of its Board of Directors.  The Company made a safe harbor contribution to the 401(k) component of the Plan totaling $456,525 for the year ended September 30, 2020.  The Company made an additional profit sharing contribution to the 401(k) component of the Plan of $452,127 for the year ended September 30, 2020. There was no ESOP contribution made by the Company for the year ended September 30, 2020.

Participants may direct the investments of their 401(k) salary deferral contributions, Company safe harbor contributions, and Company discretionary contributions, if any, into a variety of investment choices, which are more fully described in the Plan agreement.

Participant Account

Each participant's account is credited (charged) with the participant's salary deferral contributions and – as applicable –allocations of (a) the Company's safe harbor contribution, (b) the Company's discretionary contribution (if any), (c) the Plan's earnings (losses), (d) administrative expenses, and (e) forfeitures of terminated participants' nonvested accounts.  In-plan Roth conversion is permitted for balances under $5,000.  

Benefit Payments

On termination of service, a participant whose vested Plan accounts total $1,000 or less will receive a lump-sum amount equal to the value of the vested interest in his or her account.   A participant whose vested Plan accounts are less than $5,000 but more than $1,000 will have their account distributed and transferred to an individual retirement account ("IRA") with an approved broker, unless the participant requests that this amount either be distributed directly to the participant net of tax withholding or transferred to an IRA selected by the participant.  A participant whose vested Plan accounts exceeded $5,000 may leave the funds in the Plan or elect to receive their vested interest in either a lump-sum distribution or a distribution over a certain period in monthly, quarterly, semiannual, or annual installments.  A participant's vested Plan accounts may also be distributed upon attaining age 65, unless an election has been made to defer or accelerate the distribution of benefits.  Distributions from the 401(k) component of the Plan are in cash or in the form of Bancorp common stock (for the portion of the  participant's account invested in Bancorp common stock, if any).  Distributions from the ESOP component of the Plan are in the form of Bancorp common stock or cash as elected by the participant. Upon reaching age 59½, participants may make in-service withdrawals from all fully vested accounts, including the related earnings (losses).  Distributions from a participant's rollover account may occur at any time upon request.  During the year ended September 30, 2020, the Plan distributed 8,810 shares of Bancorp common stock, valued at $188,847 and $358,386 in quarterly cash dividend payments from the ESOP component. As of September 30, 2020, there were no requested distributions still in process.

Vesting

Participants are immediately 100% vested in all 401(k) deferral contributions, rollover and safe harbor profit sharing contributions, and the actual earnings (losses) thereon.  Vesting in the Company's discretionary contribution portion of accounts and the ESOP, and the actual earnings (losses) thereon, is based on years of credited service.  Participants ratably vest in these accounts in accordance with the following table:
Years of Credited ServiceVested Interest
110%
220%
340%
460%
580%
6 or more100%

A participant's account also becomes 100% vested upon attaining the age of 65 while actively employed or if the participant's separation from service is a result of death or disability.



.

6
Notes to Financial Statements
Timberland Bank Employee Stock Ownership & 401(k) Plan
September 30, 2020 and 2019
Forfeitures

Forfeited balances of terminated participants' nonvested accounts are treated as discretionary contributions for the Plan year in which the forfeitures occur or may be used to pay plan expenses.  Forfeitures allocated for the year ended September 30, 2020 totaled $17,110 from the ESOP component of the Plan and $3,897 from the 401(k) component of the Plan.

Administrative Expenses

At the Company's discretion, administrative expenses of the Plan may be paid directly by the Company, and certain other administrative expenses may be paid by the Plan.  Expenses that are paid by the Company are excluded from the accompanying financial statements.  In addition, certain investment related expenses are included in net depreciation in fair value of investments in the accompanying statement of changes in net assets available for benefits.

ESOP Component Diversification

Diversification is available to a participant who has three years or more of service with the Company so that they may have the opportunity to move part of the value of their investment in Bancorp common stock that is held under the ESOP portion of the Plan into investments that are more diversified.  These participants may diversify their entire ESOP balance or any portion that they choose.  The divestment may be directed into the same fund choices available for the 401(k) component of the Plan.  Divestment and reinvestment may occur once a month.  During the year ended September 30, 2020, there were 400 shares valued at $11,081 diversified out of the ESOP component of the Plan and presented within the interfund transfers in the accompanying statement of changes in net assets available for benefits.

Plan Amendments and Termination

Although it has not expressed any intent to do so, the Company reserves the right to amend and terminate the Plan at any time, subject to the Plan's provisions.  Upon termination of the Plan, the interest of each participant will be distributed to the participant or to their beneficiary at the time prescribed by the Plan terms and the Code.  In the event of Plan termination, participants would become 100% vested in their accounts.


Note 2 – Summary of Significant Accounting Policies

Basis of Accounting

The financial statements of the Plan are prepared under the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America ("GAAP").

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and changes therein, and the disclosure of contingent assets and liabilities, at the date of the financial statements.  Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents include investments in highly liquid money market funds held in investment brokerage accounts.  The Plan administrator believes that the Plan's credit risk with respect to these funds is minimal due to the financial strength of the investment brokers and the diversity of the underlying securities.

Investment Valuation and Income Recognition

The Plan's investments consist of mutual funds and Bancorp common stock, all of which are stated at fair value (see Note 5). Quoted market prices are used to value shares of Bancorp common stock.  Mutual funds are valued at quoted market prices that represent the net asset value of shares held at Plan year-end. Fluctuations in market value are reflected as net appreciation (depreciation) in fair value of investments.
.

7
Notes to Financial Statements
Timberland Bank Employee Stock Ownership & 401(k) Plan
September 30, 2020 and 2019
Purchases and sales of securities are recorded on the trade-date basis. Interest income is recognized when earned. Dividends are recorded on the ex-dividend date.

The net appreciation (depreciation) in fair value of investments consists of realized gains or losses and unrealized appreciation or depreciation on those investments.

Payment of Benefits

Benefits are recorded when paid.

Note 3 – Tax Status

The Plan obtained its latest determination letter dated September 28, 2016, in which the Internal Revenue Service ("IRS") stated that the terms of the Plan and related trust satisfy the applicable tax-qualification requirements of the Code. The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plan's legal counsel believe that the Plan is designed and currently being operated in compliance with the applicable requirements of the Code, and, therefore, they believe that the Plan is qualified and the related trust is tax-exempt.

GAAP requires the Plan Administrator to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan administrator has analyzed the tax positions taken by the Plan and has concluded that as of September 30, 2020, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the accompanying financial statements.  The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.

Note 4 – Risks and Uncertainties

The Plan invests in various investments which are exposed to various risks, such as interest rate, market, and credit risks.  Due to the level of risk associated with certain investments, it is possible that changes in the value of investments will occur in the near-term and that such changes could materially affect participants' account balances and the amounts reported in the accompanying statements of net assets available for benefits and supplemental schedule.

During March 2020, the World Health Organization declared the novel strain of coronavirus (“COVID-19”) a global pandemic in response to the rapidly growing outbreak of the virus. The COVID-19 pandemic is having, and will likely continue to have, significant effects on global markets, businesses, and communities. While the full impact of COVID-19 is unknown and cannot be reasonably estimated as these events are still developing, it could impact the volatility of the Company’s stock price and Plan assets. The impact to participants would be dependent on the timing of distributions and the related share price of investments held at the distribution date.


Note 5 – Fair Value of Investments

GAAP defines fair value, establishes a framework for measuring fair value, and requires certain disclosures about fair value measurements.  Fair value is the price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date.  The three levels for categorizing assets and liabilities under GAAP's fair value measurement requirements are as follows:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity
has the ability to access at the measurement date.

Level 2: Significant observable inputs other than quoted prices included within Level 1, such as quoted prices for
similar (as opposed to identical) assets or liabilities in active markets, quoted prices for identical or similar assets
or liabilities in markets that are not active, and inputs other than quoted prices that are observable or can be
corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect a company's own assumptions about the assumptions that
.

8
Notes to Financial Statements
Timberland Bank Employee Stock Ownership & 401(k) Plan
September 30, 2020 and 2019
market participants would use in pricing an asset or liability based on the best information available in the
circumstances.

The fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.  Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

The following table presents assets measured at fair value on a recurring basis as of September 30, 2020 and 2019:
 Fair Value
2020Level 1Level 2Level 3Total
Mutual funds$17,339,514 $— $— $17,339,514 
Bancorp common stock10,963,116 — — 10,963,116 
Total$28,302,630 $— $— $28,302,630 
 Fair Value
2019Level 1Level 2Level 3Total
Mutual funds$16,324,618 $— $— $16,324,618 
Bancorp common stock16,787,403 — — 16,787,403 
Total$33,112,021 $— $— $33,112,021 

The Plan's policy is to recognize transfers between levels at the end of the reporting period. For the years ended September 30, 2020 and 2019, there were no transfers between levels.


Note 6 – Reconciliation of Financial Statements to Form 5500

The following is a reconciliation of differences between net assets available for benefits according to the financial statements to the Form 5500 as of September 30, 2020:
 Account
Balance per
Financial
Statements		VarianceBalance per
Form 5500
Cash and cash equivalents$132,003 $2,114,780 $2,246,783 
Mutual funds17,339,514 (2,114,780)15,224,734 
Total$17,471,517 $— $17,471,517 


The following is a reconciliation of differences between net assets available for benefits according to the financial statements to the Form 5500 as of September 30, 2019:
 Account
Balance per
Financial
Statements		VarianceBalance per
Form 5500
Cash and cash equivalents$60,976 $1,869,981 $1,930,957 
Mutual funds16,324,618 (1,869,981)14,454,637 
Total$16,385,594 $— $16,385,594 


The Plan administrator has classified the Plan's Vanguard Federal Money Market Fund as cash equivalents for reporting on the Form 5500, while the Plan has classified such assets as mutual funds for financial statement reporting purposes.
.

9
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
Timberland Bank Employee Stock Ownership & 401(k) Plan
As of September 30, 2020

EIN:              20-5645878
Plan #:        003
(a) and (b)
Identity of Issue,
Borrower, Lessor
or Similar Party		(c)
Description of Investment, Including
Maturity Date, Rate of Interest,
Collateral, Par or Maturity Value		(d)
Cost		(e)
Current
Value
Employer Stock   
**Timberland Bancorp, Inc.Common Stock – 416,471 Shares$3,121,450 $7,496,478 
**Timberland Bancorp, Inc.Common Stock – 192,591 Shares*3,466,638 
   10,963,116 
Mutual Funds   
VanguardFederal Money Market Fund*2,114,780 
Dimensional Fund AdvisorsU.S. Large Cap Value I*1,961,472 
VanguardTotal Stock Market Index Admiral*1,886,982 
Dimensional Fund AdvisorsU.S. Targeted Value*1,699,675 
Dimensional Fund AdvisorsU.S. Large Company Institutional*1,596,985 
Dimensional Fund AdvisorsU.S. Small Cap Growth Institutional*1,055,989 
Dimensional Fund AdvisorsReal Estate Securities*1,014,349 
Dimensional Fund AdvisorsTwo Year Global Fixed Income*877,017 
Dimensional Fund AdvisorsIntermediate Government Fixed Income I*674,487 
VanguardTotal International Stock Index Admiral*668,899 
Dimensional Fund AdvisorsShort-term Extended Quality*651,963 
Dimensional Fund AdvisorsU.S. Vector Equity I*608,122 
Dimensional Fund AdvisorsOne Year Fixed Income*581,282 
    
Dimensional Fund AdvisorsInflation Protected Securities I*484,219 
   
VanguardLong-term Bond Index*414,348 
Dimensional Fund AdvisorsInternational Value I*358,495 
* Historical cost not required for participant-directed accounts.
**Represents a party-in-interest.


The accompanying report of independent registered public accounting firm should be read with the supplemental schedule.

10
Schedule H, Line 4i - Schedule of Assets (Held at End of Year) (continued)
Timberland Bank Employee Stock Ownership & 401(k) Plan
As of September 30, 2020

(a) and (b)
Identity of Issue,
Borrower, Lessor
or Similar Party		(c)
Description of Investment, Including
Maturity Date, Rate of Interest,
Collateral, Par or Maturity Value		(d)
Cost		(e)
Current
Value
    
Mutual Funds (continued)
Dimensional Fund AdvisorsInternational Small Company I*$238,248 
Dimensional Fund AdvisorsLarge Cap International I*226,856 
Dimensional Fund AdvisorsEmerging Markets Value*225,346 
    
   17,339,514 
   $28,302,630 

* Historical cost not required for participant-directed accounts.
**Represents a party-in-interest.


The accompanying report of independent registered public accounting firm should be read with the supplemental schedule.

11

EXHIBIT INDEX
Exhibit No. Description of Exhibit
23.1 

12