Deutsche DWS Investments Vit Funds N-CSR Certified annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM N-CSR

Investment Company Act file number:  811-07507

DWS Investments VIT Funds

 (Exact Name of Registrant as Specified in Charter)

345 Park Avenue

New York, NY 10154-0004

 (Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, including Area Code: (212) 250-3220

Paul Schubert

60 Wall Street

New York, NY 10005

(Name and Address of Agent for Service)

Date of fiscal year end:	12/31
Date of reporting period:	12/31/2013

ITEM 1. REPORT TO STOCKHOLDERS

December 31, 2013

Annual Report

DWS Investments VIT Funds

DWS Small Cap Index VIP

Contents

3 Performance Summary

4 Management Summary

5 Portfolio Summary

6 Investment Portfolio

28 Statement of Assets and Liabilities

28 Statement of Operations

29 Statement of Changes in Net Assets

30 Financial Highlights

31 Notes to Financial Statements

36 Report of Independent Registered Public Accounting Firm

37 Information About Your Fund's Expenses

38 Tax Information

39 Proxy Voting

40 Advisory Agreement Board Considerations and Fee Evaluation

44 Board Members and Officers

This report must be preceded or accompanied by a prospectus. To obtain an additional prospectus or summary prospectus, if available, call (800) 728-3337 or your financial representative. We advise you to consider the Fund's objectives, risks, charges and expenses carefully before investing. The summary prospectus and prospectus contain this and other important information about the Fund. Please read the prospectus carefully before you invest.

Investing in derivatives entails special risks relating to liquidity, leverage and credit that may reduce returns and/or increase volatility. Various factors, including costs, cash flows and security selection, may cause the Fund's performance to differ from that of the index. The Fund may lend securities to approved institutions. Smaller company stocks tend to be more volatile than medium-sized or large company stocks. Stocks may decline in value. See the prospectus for details.

Deutsche Asset & Wealth Management represents the asset management and wealth management activities conducted by Deutsche Bank AG or any of its subsidiaries, including the Advisor and DWS Investments Distributors, Inc.

NOT FDIC/NCUA INSURED NO BANK GUARANTEE MAY LOSE VALUE NOT A DEPOSIT

NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY

Performance Summary December 31, 2013 (Unaudited)

Fund performance shown is historical, assumes reinvestment of all dividend and capital gain distributions, and does not guarantee future results. Investment return and principal value fluctuate with changing market conditions so that, when redeemed, shares may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. Please contact your participating insurance company for the Fund's most recent month-end performance. Performance figures for Classes A and B differ because each class maintains a distinct expense structure. Performance doesn't reflect charges and fees ("contract charges") associated with the separate account that invests in the Fund or any variable life insurance policy or variable annuity contract for which the Fund is an investment option. These charges and fees will reduce returns.

The gross expense ratios of the Fund, as stated in the fee table of the prospectus dated May 1, 2013 are 0.55% and 0.80% for Class A and Class B shares, respectively, and may differ from the expense ratios disclosed in the Financial Highlights tables in this report.

Growth of an Assumed $10,000 Investment
	The Russell 2000® Index is an unmanaged, capitalization-weighted measure of approximately 2,000 of the smallest companies in the Russell 3000® Index. Index returns do not reflect any fees or expenses and it is not possible to invest directly into an index.
Yearly periods ended December 31

Comparative Results (as of December 31, 2013)
DWS Small Cap Index VIP		1-Year			3-Year			5-Year			10-Year
Class A	Growth of $10,000	$	13,864		$	15,405		$	24,645		$	22,975
	Average annual total return		38.64	%		15.49	%		19.77	%		8.67	%
Russell 2000 Index	Growth of $10,000	$	13,882		$	15,478		$	24,969		$	23,831
	Average annual total return		38.82	%		15.67	%		20.08	%		9.07	%
DWS Small Cap Index VIP		1-Year			3-Year			5-Year			10-Year
Class B	Growth of $10,000	$	13,831		$	15,293		$	24,352		$	22,403
	Average annual total return		38.31	%		15.21	%		19.48	%		8.40	%
Russell 2000 Index	Growth of $10,000	$	13,882		$	15,478		$	24,969		$	23,831
	Average annual total return		38.82	%		15.67	%		20.08	%		9.07	%

The growth of $10,000 is cumulative.

Management Summary December 31, 2013 (Unaudited)

For the 12 months ended December 31, 2013, the Fund returned 38.64% (Class A shares, unadjusted for contract charges), compared with the 38.82% return of the Russell 2000® Index.1

Domestic equities delivered substantial gains during 2013, finishing with their best year since 1997. Economic growth improved steadily throughout 2013, highlighted by strength in housing prices, employment and consumer spending. Monetary policy remained largely supportive, with all of the world's major central banks continuing to take steps to stimulate their respective economies. Corporate earnings — though not rising as fast as stock prices — continued to move steadily higher. Perhaps most important, the year was notable for the absence of the kind of negative market-moving headlines that had characterized the prior three years. The only real issue occurred late in the second quarter of 2013, when the U.S. Federal Reserve Board (the Fed) hinted that it was looking to "taper" its quantitative easing (QE) policy, which led to a brief downturn in the financial markets.2 Investors gradually became used to this idea, however, and by the time the Fed officially announced the first reduction in QE on December 18, 2013, the issue had ceased to be a major driver of performance.

To attempt to match the risk and return characteristics of the Russell 2000® Index as closely as possible, the Fund invests in a statistically selected sample of the securities found in the Russell 2000 Index, using a process known as "optimization." This process selects stocks for the Fund so that industry weightings, market capitalizations and fundamental characteristics (price-to-book ratios, price-to-earnings ratios, debt-to-asset ratios and dividend yields) closely match those of the securities in the Russell 2000 Index without purchasing all of the stocks in the Index.3 Going forward, we will continue to seek returns that approximate those of the Index.

Brent Reeder

Senior Vice President, Northern Trust Investments, Inc., Subadvisor to the Fund

Portfolio Manager

The views expressed reflect those of the portfolio management team only through the end of the period of the report as stated on the cover. The management team's views are subject to change at any time based on market and other conditions and should not be construed as a recommendation. Past performance is no guarantee of future results. Current and future portfolio holdings are subject to risk.

1 The Russell 2000 Index is an unmanaged index that measures the performance of the 2,000 smallest companies in the Russell 3000® Index, which represents approximately 8% of the total market capitalization of the Russell 3000 Index. Index returns assume reinvestment of dividends and, unlike portfolio returns, do not reflect any fees or expenses. It is not possible to invest directly into an index.

2 Quantitative easing entails the Fed's purchase of government and other securities from the market in an effort to increase money supply.

3 Price-to-earnings (P/E) ratio, or earnings multiple, is the price of a stock divided by its earnings per share. It is a widely used gauge of a stock's valuation that indicates what investors are paying for a company's earnings on a per-share basis. Price-to-book (P/B) ratio is a measure of a stock's valuation relative to its book value (or total assets minus liabilities). A debt-to-asset ratio indicates what proportion of the company's assets is being financed through debt. A dividend yield is a financial ratio that shows how much a company pays out in dividends each year relative to its share price.

Portfolio Summary (Unaudited)

Asset Allocation (As a % of Investment Portfolio excluding Securities Lending Collateral)	12/31/13	12/31/12
Common Stocks	98%	98%
Cash Equivalents	2%	2%
Government & Agency Obligations	0%	0%
	100%	100%

Sector Diversification (As a % of Common Stocks, Warrants and Rights)	12/31/13	12/31/12
Financials	23%	23%
Information Technology	18%	17%
Industrials	14%	16%
Consumer Discretionary	14%	14%
Health Care	13%	12%
Energy	5%	6%
Materials	5%	5%
Consumer Staples	4%	3%
Utilities	3%	3%
Telecommunication Services	1%	1%
	100%	100%

Ten Largest Equity Holdings (2.6% of Net Assets)
1. CoStar Group, Inc. Provider of building plan information	0.3%
2. athenahealth, Inc. Provides Internet-based business services for physician practices	0.3%
3. Acuity Brands, Inc. Manufacturer and seller of lighting equipment and chemicals	0.3%
4. Middleby Corp. Designs, manufactures, markets and services a broad line of equipment for use in cooking and preparing foods	0.3%
5. Isis Pharmaceuticals, Inc. Developer of novel human therapeutic compounds	0.3%
6. Ultimate Software Group, Inc. Designs, markets and supports Web-based and client/servers	0.3%
7. PTC, Inc. Develops, markets and supports integrated products	0.2%
8. Align Technology, Inc. Designs, manufactures and markets the Invisalign system, a method for treating the misalignment of teeth	0.2%
9. Brunswick Corp. Manufacturer of pleasure and recreational boats and marine engines	0.2%
10. CNO Financial Group, Inc. Provides insurance product and services	0.2%
Portfolio holdings and characteristics are subject to change. For more complete details about the Fund's investment portfolio, see page 6.

Following the Fund's fiscal first and third quarter-end, a complete portfolio holdings listing is filed with the SEC on Form N-Q. The form will be available on the SEC's Web site at sec.gov, and it also may be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. Information on the operation of the SEC's Public Reference Room may be obtained by calling (800) SEC-0330. The Fund's portfolio holdings are also posted on dws-investments.com from time to time. Please see the Fund's current prospectus for more information.

Investment Portfolio December 31, 2013

	Shares			Value ($)
Common Stocks 97.1%
Consumer Discretionary 13.3%
Auto Components 1.0%
American Axle & Manufacturing Holdings, Inc.* (a)		13,141			268,733
Cooper Tire & Rubber Co.		12,440			299,058
Dana Holding Corp.		28,702			563,133
Dorman Products, Inc.*		4,954			277,771
Drew Industries, Inc.		4,473			229,018
Federal-Mogul Corp.*		3,852			75,807
Fox Factory Holding Corp.*		1,916			33,760
Fuel Systems Solutions, Inc.*		2,684			37,227
Gentherm, Inc.*		6,462			173,246
Modine Manufacturing Co.*		9,222			118,226
Remy International, Inc.		2,784			64,923
Shiloh Industries, Inc.*		1,178			22,971
Spartan Motors, Inc.		6,654			44,582
Standard Motor Products, Inc.		3,947			145,250
Stoneridge, Inc.*		5,500			70,125
Superior Industries International, Inc.		4,450			91,803
Tenneco, Inc.*		11,877			671,882
Tower International, Inc.*		1,112			23,797
					3,211,312
Automobiles 0.1%
Winnebago Industries, Inc.*		5,420			148,779
Distributors 0.2%
Core-Mark Holding Co., Inc.		2,218			168,413
Pool Corp.		9,103			529,248
VOXX International Corp.*		3,528			58,918
Weyco Group, Inc.		1,254			36,905
					793,484
Diversified Consumer Services 1.1%
American Public Education, Inc.*		3,501			152,189
Ascent Capital Group, Inc. "A"*		2,752			235,461
Bridgepoint Education, Inc.*		2,791			49,429
Bright Horizons Family Solutions, Inc.*		2,291			84,171
Capella Education Co. (a)		2,198			146,035
Career Education Corp.*		11,180			63,726
Carriage Services, Inc.		3,165			61,813
Corinthian Colleges, Inc.* (a)		16,739			29,795
Education Management Corp.* (a)		4,785			48,281
Grand Canyon Education, Inc.*		8,909			388,432
Hillenbrand, Inc.		10,716			315,265
Houghton Mifflin Harcourt Co.*		4,067			68,976
ITT Educational Services, Inc.* (a)		4,497			151,009
JTH Holding, Inc. "A"*		891			21,651
K12, Inc.* (a)		5,187			112,817
LifeLock, Inc.*		11,760			192,982
Lincoln Educational Services Corp.		4,778			23,795
Mac-Gray Corp.		2,465			52,332
Matthews International Corp. "A"		5,360			228,390
Regis Corp.		9,440			136,974
Sotheby's		13,336			709,475
Steiner Leisure Ltd.*		2,912			143,241
Strayer Education, Inc. (a)		2,149			74,076
Universal Technical Institute, Inc.		4,107			57,128
					3,547,443
	Shares			Value ($)
Hotels, Restaurants & Leisure 2.7%
AFC Enterprises, Inc.*		4,623			177,986
Biglari Holdings, Inc.*		284			143,886
BJ's Restaurants, Inc.*		4,737			147,131
Bloomin' Brands, Inc.*		10,795			259,188
Bob Evans Farms, Inc.		5,446			275,513
Boyd Gaming Corp.* (a)		13,774			155,095
Bravo Brio Restaurant Group, Inc.*		3,683			59,922
Buffalo Wild Wings, Inc.* (a)		3,684			542,285
Caesars Entertainment Corp.*		7,878			169,692
Carrols Restaurant Group, Inc.*		4,684			30,961
CEC Entertainment, Inc.		3,419			151,393
Churchill Downs, Inc.		2,675			239,814
Chuy's Holdings, Inc.*		3,230			116,345
ClubCorp Holdings, Inc.		4,039			71,652
Cracker Barrel Old Country Store, Inc. (a)		3,862			425,090
Del Frisco's Restaurant Group, Inc.*		2,125			50,086
Denny's Corp.*		18,232			131,088
Diamond Resorts International, Inc.*		3,489			64,407
DineEquity, Inc.		3,228			269,699
Diversified Restaurant Holdings, Inc.*		2,119			10,108
Einstein Noah Restaurant Group, Inc.		1,190			17,255
Fiesta Restaurant Group, Inc.*		4,393			229,490
Ignite Restaurant Group, Inc.*		1,441			18,013
International Speedway Corp. "A"		5,517			195,798
Interval Leisure Group, Inc.		7,699			237,899
Isle of Capri Casinos, Inc.*		3,812			34,308
Jack in the Box, Inc.*		8,724			436,374
Jamba, Inc.*		3,239			40,261
Krispy Kreme Doughnuts, Inc.*		12,769			246,314
LIFE TIME FITNESS, Inc.* (a)		8,461			397,667
Luby's, Inc.*		4,061			31,351
Marcus Corp.		3,572			48,008
Marriott Vacations Worldwide Corp.*		5,695			300,468
Monarch Casino & Resort, Inc.*		1,582			31,767
Morgans Hotel Group Co.*		5,296			43,056
Multimedia Games Holding Co., Inc.*		5,569			174,644
Nathan's Famous, Inc.*		580			29,238
Noodles & Co.*		1,199			43,068
Orient-Express Hotels Ltd. "A"*		18,704			282,617
Papa John's International, Inc.		6,262			284,295
Pinnacle Entertainment, Inc.*		11,411			296,572
Potbelly Corp.*		1,679			40,766
Red Robin Gourmet Burgers, Inc.*		2,749			202,161
Ruby Tuesday, Inc.*		12,107			83,902
Ruth's Hospitality Group, Inc.		7,029			99,882
Scientific Games Corp. "A"*		9,492			160,700
Sonic Corp.*		10,935			220,778
Speedway Motorsports, Inc.		2,357			46,786
Texas Roadhouse, Inc.		12,232			340,050
The Cheesecake Factory, Inc.		10,436			503,746
Town Sports International Holdings, Inc.		4,671			68,944
Vail Resorts, Inc.		7,048			530,221
					9,207,740
	Shares			Value ($)
Household Durables 1.1%
Bassett Furniture Industries, Inc.		2,143			32,745
Beazer Homes U.S.A., Inc.* (a)		4,836			118,095
Blyth, Inc. (a)		1,846			20,085
Cavco Industries, Inc.*		1,333			91,577
CSS Industries, Inc.		1,682			48,240
Ethan Allen Interiors, Inc.		4,774			145,225
EveryWare Global, Inc.*		1,967			16,287
Flexsteel Industries, Inc.		984			30,238
Helen of Troy Ltd.*		6,244			309,140
Hooker Furniture Corp.		2,084			34,761
Hovnanian Enterprises, Inc. "A"* (a)		21,746			143,959
iRobot Corp.*		5,595	��		194,538
KB HOME (a)		16,316			298,257
La-Z-Boy, Inc.		10,209			316,479
LGI Homes, Inc.*		1,780			31,666
Libbey, Inc.*		4,044			84,924
Lifetime Brands, Inc.		2,058			32,372
M.D.C. Holdings, Inc.		7,579			244,347
M/I Homes, Inc.*		4,749			120,862
Meritage Homes Corp.*		7,060			338,809
NACCO Industries, Inc. "A"		905			56,282
Ryland Group, Inc. (a)		9,055			393,078
Skullcandy, Inc.*		3,528			25,437
Standard Pacific Corp.*		28,880			261,364
TRI Pointe Homes, Inc.*		2,904			57,877
UCP, Inc. "A"*		1,450			21,228
Universal Electronics, Inc.*		2,873			109,490
WCI Communities, Inc.*		1,294			24,702
William Lyon Homes "A"*		2,738			60,619
Zagg, Inc.*		6,120			26,622
					3,689,305
Internet & Catalog Retail 0.4%
1-800 FLOWERS.COM, Inc. "A"*		4,730			25,589
Blue Nile, Inc.* (a)		2,392			112,639
FTD Companies, Inc.*		3,656			119,113
HSN, Inc.		6,646			414,046
NutriSystem, Inc.		5,712			93,905
Orbitz Worldwide, Inc.*		4,966			35,656
Overstock.com, Inc.*		2,227			68,569
PetMed Express, Inc.		4,039			67,169
RetailMeNot, Inc.*		1,838			52,916
Shutterfly, Inc.*		7,371			375,405
Valuevision Media, Inc. "A"*		7,823			54,683
Vitacost.com, Inc.*		4,246			24,584
					1,444,274
Leisure Equipment & Products 0.5%
Arctic Cat, Inc.		2,562			145,983
Black Diamond, Inc.* (a)		4,616			61,531
Brunswick Corp.		17,702			815,354
Callaway Golf Co. (a)		14,149			119,276
JAKKS Pacific, Inc. (a)		3,799			25,567
Johnson Outdoors, Inc. "A"		976			26,303
LeapFrog Enterprises, Inc.* (a)		12,677			100,655
Marine Products Corp.		1,817			18,261
Nautilus, Inc.*		6,176			52,064
Smith & Wesson Holding Corp.* (a)		10,999			148,377
Sturm, Ruger & Co., Inc. (a)		3,767			275,330
					1,788,701
Media 1.4%
AH Belo Corp. "A"		3,740			27,938
Beasley Broadcast Group, Inc. "A"		962			8,398
	Shares			Value ($)
Carmike Cinemas, Inc.*		4,537			126,310
Central European Media Enterprises Ltd. "A"* (a)		15,207			58,395
Crown Media Holdings, Inc. "A"*		6,391			22,560
Cumulus Media, Inc. "A"* (a)		16,910			130,714
Daily Journal Corp.*		166			30,708
Dex Media, Inc.*		3,408			23,106
Digital Generation, Inc.*		4,799			61,187
Entercom Communications Corp. "A"*		4,722			49,628
Entravision Communications Corp. "A"		10,901			66,387
Global Sources Ltd.*		3,445			28,008
Gray Television, Inc.*		10,006			148,889
Harte-Hanks, Inc.		8,531			66,712
Hemisphere Media Group, Inc.*		1,706			20,250
Journal Communications, Inc. "A"*		8,465			78,809
Live Nation Entertainment, Inc.*		27,458			542,570
Loral Space & Communications, Inc.*		2,530			204,879
Martha Stewart Living Omnimedia, Inc. "A"*		4,700			19,740
McClatchy Co. "A"*		11,944			40,610
MDC Partners, Inc. "A"		7,414			189,131
Media General, Inc.* (a)		3,896			88,050
Meredith Corp. (a)		7,006			362,911
National CineMedia, Inc.		11,786			235,249
New York Times Co. "A"		25,242			400,591
Nexstar Broadcasting Group, Inc. "A"		5,744			320,113
ReachLocal, Inc.*		2,119			26,933
Reading International, Inc. "A"*		3,620			27,114
Rentrak Corp.*		2,102			79,645
Saga Communications, Inc. "A"		914			45,974
Salem Communications Corp. "A"		2,207			19,201
Scholastic Corp. (a)		5,157			175,390
SFX Entertainment, Inc.*		3,904			46,848
Sinclair Broadcast Group, Inc. "A"		13,319			475,888
The E.W. Scripps Co. "A"*		6,090			132,275
Valassis Communications, Inc. (a)		7,575			259,444
World Wrestling Entertainment, Inc. "A"		5,737			95,119
					4,735,674
Multiline Retail 0.1%
Burlington Stores, Inc.*		2,997			95,904
Fred's, Inc. "A"		7,051			130,585
Gordmans Stores, Inc.		1,841			14,120
The Bon-Ton Stores, Inc.		2,641			42,996
Tuesday Morning Corp.*		8,466			135,117
					418,722
Specialty Retail 3.3%
Aeropostale, Inc.* (a)		15,624			142,022
America's Car-Mart, Inc.*		1,547			65,330
ANN, Inc.*		9,247			338,070
Asbury Automotive Group, Inc.*		6,097			327,653
Barnes & Noble, Inc.*		8,040			120,198
bebe stores, inc.		6,566			34,931
Big 5 Sporting Goods Corp.		3,324			65,882
Body Central Corp.*		3,111			12,257
Brown Shoe Co., Inc.		8,365			235,391
Cato Corp. "A"		5,411			172,070
Children's Place Retail Stores, Inc.*		4,517			257,333
Christopher & Banks Corp.*		7,228			61,727
Citi Trends, Inc.*		2,901			49,317
	Shares			Value ($)
Conn's, Inc.* (a)		4,391			345,967
Destination Maternity Corp.		2,727			81,483
Destination XL Group, Inc.*		8,281			54,406
Express, Inc.*		16,782			313,320
Five Below, Inc.* (a)		6,412			276,998
Francesca's Holdings Corp.* (a)		8,487			156,246
Genesco, Inc.* (a)		4,700			343,382
Group 1 Automotive, Inc.		4,263			302,758
Haverty Furniture Companies, Inc.		3,853			120,599
hhgregg, Inc.* (a)		2,557			35,721
Hibbett Sports, Inc.* (a)		5,089			342,032
Jos. A. Bank Clothiers, Inc.* (a)		5,472			299,483
Kirkland's, Inc.*		2,635			62,370
Lithia Motors, Inc. "A"		4,360			302,671
Lumber Liquidators Holdings, Inc.* (a)		5,368			552,314
MarineMax, Inc.*		4,641			74,627
Mattress Firm Holding Corp.*		2,677			115,218
Monro Muffler Brake, Inc.		6,111			344,416
New York & Co., Inc.*		5,547			24,240
Office Depot, Inc.* (a)		93,908			496,771
Outerwall, Inc.* (a)		5,499			369,918
Pacific Sunwear of California, Inc.*		9,186			30,681
Penske Automotive Group, Inc.		8,254			389,259
Pier 1 Imports, Inc.		18,637			430,142
RadioShack Corp.* (a)		19,816			51,522
Rent-A-Center, Inc. (a)		10,435			347,903
Restoration Hardware Holdings, Inc.* (a)		3,443			231,714
Sears Hometown & Outlet Stores, Inc.*		1,723			43,937
Select Comfort Corp.*		10,842			228,658
Shoe Carnival, Inc.		2,907			84,332
Sonic Automotive, Inc. "A"		7,541			184,604
Stage Stores, Inc.		6,283			139,608
Stein Mart, Inc.		5,357			72,052
Systemax, Inc.*		2,325			26,156
The Buckle, Inc. (a)		5,472			287,608
The Container Store Group, Inc.*		2,810			130,974
The Finish Line, Inc. "A"		9,615			270,855
The Men's Wearhouse, Inc.		9,283			474,176
The Pep Boys — Manny, Moe & Jack*		10,308			125,139
The Wet Seal, Inc. "A"*		17,739			48,427
Tile Shop Holdings, Inc.* (a)		3,680			66,498
Tilly's, Inc. "A"*		1,996			22,854
Trans World Entertainment Corp.*		2,103			9,295
Vitamin Shoppe, Inc.*		5,947			309,303
West Marine, Inc.*		3,230			45,963
Winmark Corp.		411			38,067
Zale Corp.*		6,465			101,953
Zumiez, Inc.*		4,199			109,174
					11,197,975
Textiles, Apparel & Luxury Goods 1.4%
American Apparel, Inc.* (a)		11,510			14,157
Columbia Sportswear Co. (a)		2,515			198,056
Costa, Inc.*		1,749			38,006
Crocs, Inc.*		17,156			273,124
Culp, Inc.		1,606			32,843
Fifth & Pacific Companies, Inc.*		23,475			752,843
G-III Apparel Group Ltd.*		3,275			241,662
Iconix Brand Group, Inc.* (a)		10,118			401,685
Movado Group, Inc.		3,463			152,407
Oxford Industries, Inc.		2,616			211,033
	Shares			Value ($)
Perry Ellis International, Inc.*		2,380			37,580
Quiksilver, Inc.*		25,694			225,336
R.G. Barry Corp.		1,841			35,531
Skechers U.S.A., Inc. "A"*		7,599			251,755
Steven Madden Ltd.*		11,826			432,713
The Jones Group, Inc.		15,601			233,391
Tumi Holdings, Inc.*		9,310			209,940
Unifi, Inc.*		3,004			81,829
Vera Bradley, Inc.* (a)		4,220			101,449
Vince Holding Corp.*		2,256			69,192
Wolverine World Wide, Inc.		19,615			666,125
					4,660,657
Consumer Staples 3.7%
Beverages 0.2%
Boston Beer Co., Inc. "A"* (a)		1,620			391,700
Coca-Cola Bottling Co. Consolidated		887			64,920
Craft Brewers Alliance, Inc.*		2,005			32,922
National Beverage Corp.*		2,127			42,880
					532,422
Food & Staples Retailing 1.3%
Arden Group, Inc. "A"		213			26,947
Casey's General Stores, Inc.		7,493			526,383
Fairway Group Holdings Corp.*		3,129			56,698
Harris Teeter Supermarkets, Inc.		9,745			480,916
Ingles Markets, Inc. "A"		2,318			62,818
Natural Grocers by Vitamin Cottage, Inc.*		1,765			74,924
Pantry, Inc.*		4,694			78,765
PriceSmart, Inc. (a)		3,687			425,996
Rite Aid Corp.*		142,836			722,750
Roundy's, Inc.		5,120			50,483
Spartan Stores, Inc.		7,068			171,611
SUPERVALU, Inc.* (a)		39,656			289,092
Susser Holdings Corp.* (a)		3,519			230,459
The Andersons, Inc.		3,647			325,203
The Chefs' Warehouse, Inc.*		3,251			94,799
United Natural Foods, Inc.*		9,641			726,835
Village Super Market, Inc. "A"		1,263			39,166
Weis Markets, Inc.		2,141			112,531
					4,496,376
Food Products 1.6%
Alico, Inc.		546			21,223
Annie's, Inc.* (a)		2,729			117,456
B&G Foods, Inc.		10,381			352,020
Boulder Brands, Inc.* (a)		11,717			185,832
Cal-Maine Foods, Inc.		2,936			176,835
Calavo Growers, Inc.		2,388			72,261
Chiquita Brands International, Inc.*		9,129			106,809
Darling International, Inc.*		30,955			646,340
Diamond Foods, Inc.* (a)		4,359			112,636
Farmer Brothers Co.*		1,062			24,702
Fresh Del Monte Produce, Inc.		7,363			208,373
Griffin Land & Nurseries, Inc.		503			16,790
Hain Celestial Group, Inc.* (a)		7,509			681,667
Inventure Foods, Inc.*		2,841			37,672
J & J Snack Foods Corp.		2,919			258,594
John B. Sanfilippo & Son, Inc.		1,519			37,489
Lancaster Colony Corp.		3,619			319,015
Lifeway Foods, Inc.		911			14,558
Limoneira Co.		1,985			52,781
Omega Protein Corp.*		3,799			46,690
Pilgrim's Pride Corp.*		11,728			190,580
	Shares			Value ($)
Post Holdings, Inc.*		6,396			315,131
Sanderson Farms, Inc.		4,509			326,136
Seaboard Corp.		58			162,108
Seneca Foods Corp. "A"*		1,603			51,120
Snyder's-Lance, Inc.		9,282			266,579
Tootsie Roll Industries, Inc.		3,892			126,646
TreeHouse Foods, Inc.*		7,070			487,264
					5,415,307
Household Products 0.2%
Central Garden & Pet Co. "A"*		8,009			54,061
Harbinger Group, Inc.*		6,486			76,859
Oil-Dri Corp. of America		888			33,602
Orchids Paper Products Co.		1,095			35,960
Spectrum Brands Holdings, Inc.		4,204			296,592
WD-40 Co.		3,004			224,339
					721,413
Personal Products 0.2%
Elizabeth Arden, Inc.*		5,072			179,803
Female Health Co.		4,529			38,497
Inter Parfums, Inc.		3,259			116,705
Lifevantage Corp.*		19,431			32,061
Medifast, Inc.*		2,746			71,753
Nature's Sunshine Products, Inc.		2,076			35,956
Nutraceutical International Corp.*		1,749			46,838
Revlon, Inc. "A"*		2,165			54,038
Star Scientific, Inc.* (a)		31,941			37,052
Synutra International, Inc.*		3,372			29,943
USANA Health Sciences, Inc.* (a)		1,169			88,353
					730,999
Tobacco 0.2%
Alliance One International, Inc.*		17,831			54,384
Universal Corp. (a)		4,553			248,594
Vector Group Ltd. (a)		12,300			201,351
					504,329
Energy 5.3%
Energy Equipment & Services 1.7%
Basic Energy Services, Inc.*		5,944			93,796
Bolt Technology Corp.		1,584			34,864
Bristow Group, Inc.		7,070			530,674
C&J Energy Services, Inc.*		8,913			205,890
Cal Dive International, Inc.*		18,189			36,560
CARBO Ceramics, Inc. (a)		3,888			453,069
Dawson Geophysical Co.*		1,561			52,793
Era Group, Inc.*		4,006			123,625
Exterran Holdings, Inc.*		11,313			386,905
Forum Energy Technologies, Inc.*		7,662			216,528
Geospace Technologies Corp.* (a)		2,498			236,885
Global Geophysical Services, Inc.*		4,453			7,169
Gulf Island Fabrication, Inc.		2,736			63,530
GulfMark Offshore, Inc. "A"		5,209			245,500
Helix Energy Solutions Group, Inc.*		20,639			478,412
Hercules Offshore, Inc.*		30,924			201,934
Hornbeck Offshore Services, Inc.*		7,020			345,595
ION Geophysical Corp.* (a)		26,337			86,912
Key Energy Services, Inc.* (a)		29,633			234,101
Matrix Service Co.*		5,030			123,084
Mitcham Industries, Inc.*		2,486			44,027
Natural Gas Services Group*		2,344			64,624
Newpark Resources, Inc.*		16,745			205,796
Nuverra Environmental Solutions, Inc.*		2,897			48,641
Parker Drilling Co.*		23,358			189,901
	Shares			Value ($)
PHI, Inc. (Non Voting)*		2,503			108,630
Pioneer Energy Services Corp.*		12,098			96,905
RigNet, Inc.*		2,275			109,041
SEACOR Holdings, Inc.*		3,970			362,064
Tesco Corp.*		5,829			115,298
TETRA Technologies, Inc.*		15,167			187,464
TGC Industries, Inc.		3,317			24,214
Vantage Drilling Co.* (a)		39,316			72,341
Willbros Group, Inc.*		7,788			73,363
					5,860,135
Oil, Gas & Consumable Fuels 3.6%
Abraxas Petroleum Corp.*		15,443			50,653
Adams Resources & Energy, Inc.		382			26,167
Alon U.S.A. Energy, Inc. (a)		4,637			76,696
Alpha Natural Resources, Inc.* (a)		43,145			308,055
Amyris, Inc.* (a)		4,698			24,852
Apco Oil & Gas International, Inc.*		1,923			29,980
Approach Resources, Inc.* (a)		6,857			132,272
Arch Coal, Inc. (a)		41,022			182,548
Athlon Energy, Inc.*		3,546			107,266
Bill Barrett Corp.* (a)		9,478			253,821
Bonanza Creek Energy, Inc.* (a)		5,749			249,909
BPZ Resources, Inc.* (a)		24,361			44,337
Callon Petroleum Co.*		7,410			48,387
Carrizo Oil & Gas, Inc.*		8,906			398,722
Clayton Williams Energy, Inc.*		1,122			91,948
Clean Energy Fuels Corp.* (a)		13,206			170,093
Cloud Peak Energy, Inc.*		11,827			212,886
Comstock Resources, Inc.		9,282			169,768
Contango Oil & Gas Co.*		2,900			137,054
Crosstex Energy, Inc.		9,340			337,734
Delek US Holdings, Inc.		7,238			249,060
Diamondback Energy, Inc.*		3,850			203,511
Emerald Oil, Inc.*		11,165			85,524
Endeavour International Corp.* (a)		9,476			49,749
Energy XXI (Bermuda) Ltd. (a)		15,442			417,860
EPL Oil & Gas, Inc.*		5,762			164,217
Equal Energy Ltd.		7,121			38,026
Evolution Petroleum Corp.		3,220			39,735
EXCO Resources, Inc. (a)		25,991			138,012
Forest Oil Corp.*		23,297			84,102
Frontline Ltd.* (a)		10,770			40,280
FX Energy, Inc.*		9,775			35,776
GasLog Ltd.		4,855			82,972
Gastar Exploration Ltd.*		10,835			74,978
Goodrich Petroleum Corp.*		6,177			105,133
Green Plains Renewable Energy, Inc.		4,925			95,496
Halcon Resources Corp.* (a)		44,608			172,187
Hallador Energy Co.		1,433			11,550
Isramco, Inc.*		166			21,090
Jones Energy, Inc. "A"*		2,134			30,900
KiOR, Inc. "A"* (a)		8,718			14,646
Knightsbridge Tankers Ltd.		5,995			55,094
Kodiak Oil & Gas Corp.*		51,894			581,732
L&L Energy, Inc.* (a)		5,975			10,038
Magnum Hunter Resources Corp.* (a)		33,434			244,403
Matador Resources Co.*		11,459			213,596
Midstates Petroleum Co., Inc.* (a)		6,593			43,646
Miller Energy Resources, Inc.* (a)		6,247			43,979
Nordic American Tankers Ltd. (a)		14,746			143,036
Northern Oil & Gas, Inc.*		12,360			186,265
	Shares			Value ($)
Panhandle Oil & Gas, Inc. "A"		1,330			44,435
PDC Energy, Inc.*		6,964			370,624
Penn Virginia Corp.* (a)		10,545			99,439
PetroQuest Energy, Inc.*		11,749			50,756
Quicksilver Resources, Inc.* (a)		24,365			74,801
Renewable Energy Group, Inc.*		4,215			48,304
Rentech, Inc.* (a)		43,950			76,912
Resolute Energy Corp.* (a)		12,902			116,505
REX American Resources Corp.*		1,077			48,153
Rex Energy Corp.*		8,776			172,975
Rosetta Resources, Inc.*		11,941			573,646
Sanchez Energy Corp.* (a)		7,483			183,408
Scorpio Tankers, Inc.		36,173			426,480
SemGroup Corp. "A"		8,210			535,538
Ship Finance International Ltd. (a)		11,110			181,982
Solazyme, Inc.* (a)		9,518			103,651
Stone Energy Corp.*		9,792			338,705
Swift Energy Co.* (a)		8,337			112,549
Synergy Resources Corp.*		10,075			93,294
Targa Resources Corp.		6,435			567,374
Teekay Tankers Ltd. "A" (a)		12,512			49,172
Triangle Petroleum Corp.*		13,365			111,197
Ur-Energy, Inc.* (a)		24,170			33,355
Uranium Energy Corp.*		16,917			33,834
VAALCO Energy, Inc.*		10,932			75,321
W&T Offshore, Inc. (a)		6,768			108,288
Warren Resources, Inc.*		14,321			44,968
Western Refining, Inc. (a)		10,614			450,140
Westmoreland Coal Co.*		2,402			46,335
ZaZa Energy Corp.*		9,110			8,706
					11,910,588
Financials 22.1%
Capital Markets 2.7%
Apollo Investment Corp. (a)		44,082			373,815
Arlington Asset Investment Corp. "A"		3,175			83,788
BGC Partners, Inc. "A"		24,416			147,961
BlackRock Kelso Capital Corp. (a)		14,544			135,696
Calamos Asset Management, Inc. "A"		4,091			48,437
Capital Southwest Corp.		2,676			93,312
Capitala Finance Corp.		769			15,303
CIFC Corp.		1,400			10,892
Cohen & Steers, Inc. (a)		3,617			144,897
Cowen Group, Inc. "A"*		19,372			75,745
Diamond Hill Investment Group		568			67,217
Evercore Partners, Inc. "A"		6,188			369,919
FBR & Co.*		1,798			47,431
Fidus Investment Corp.		2,564			55,741
Fifth Street Finance Corp.		26,740			247,345
Financial Engines, Inc. (a)		9,567			664,715
Firsthand Technology Value Fund, Inc.		1,823			42,239
FXCM, Inc. "A" (a)		7,289			130,036
GAMCO Investors, Inc. "A"		1,196			104,016
Garrison Capital, Inc.		1,199			16,642
GFI Group, Inc.		13,581			53,102
Gladstone Capital Corp.		4,213			40,445
Gladstone Investment Corp.		4,894			39,446
Golub Capital BDC LLC (a)		7,315			139,790
Greenhill & Co., Inc.		5,509			319,191
GSV Capital Corp.* (a)		3,752			45,362
	Shares			Value ($)
Hercules Technology Growth Capital, Inc. (a)		11,875			194,750
HFF, Inc. "A"*		6,515			174,928
Horizon Technology Finance Corp.		1,592			22,622
ICG Group, Inc.*		7,347			136,875
INTL FCStone, Inc.*		2,776			51,467
Investment Technology Group, Inc.*		7,161			147,230
Janus Capital Group, Inc. (a)		29,202			361,229
JMP Group, Inc.		3,295			24,383
KCAP Financial, Inc. (a)		5,696			45,967
KCG Holdings, Inc. "A"*		13,971			167,093
Ladenburg Thalmann Financial Services, Inc.*		20,715			64,838
Main Street Capital Corp. (a)		7,585			247,954
Manning & Napier, Inc.		2,652			46,808
Marcus & Millichap, Inc.*		1,333			19,862
MCG Capital Corp.		13,928			61,283
Medallion Financial Corp.		4,172			59,868
Medley Capital Corp.		7,719			106,908
MVC Capital, Inc.		4,474			60,399
New Mountain Finance Corp.		8,831			132,818
NGP Capital Resources Co.		3,877			28,961
Oppenheimer Holdings, Inc. "A"		1,891			46,859
PennantPark Floating Rate Capital Ltd.		2,809			38,568
PennantPark Investment Corp.		13,022			151,055
Piper Jaffray Companies, Inc.*		3,147			124,464
Prospect Capital Corp.		54,436			610,772
Pzena Investment Management, Inc. "A"		2,372			27,895
RCS Capital Corp. "A"		352			6,459
Safeguard Scientifics, Inc.*		4,143			83,233
Silvercrest Asset Management Group, Inc. "A"		1,029			17,544
Solar Capital Ltd.		8,738			197,042
Solar Senior Capital Ltd.		2,352			42,853
Stellus Capital Investment Corp.		2,390			35,730
Stifel Financial Corp.*		12,442			596,221
SWS Group, Inc.*		5,696			34,632
TCP Capital Corp.		6,968			116,923
THL Credit, Inc.		6,721			110,829
TICC Capital Corp. (a)		10,167			105,127
Triangle Capital Corp. (a)		5,380			148,757
Virtus Investment Partners, Inc.*		1,331			266,267
Walter Investment Management Corp.*		7,233			255,759
Westwood Holdings Group, Inc.		1,351			83,640
WhiteHorse Finance, Inc.		1,372			20,731
WisdomTree Investments, Inc.*		19,671			348,373
					9,138,459
Commercial Banks 7.1%
1st Source Corp.		2,884			92,115
1st United Bancorp., Inc.		5,887			44,800
Access National Corp.		1,284			19,196
American National Bankshares, Inc.		1,484			38,955
Ameris Bancorp.*		4,706			99,344
Ames National Corp.		1,713			38,354
Arrow Financial Corp.		2,143			56,918
BancFirst Corp.		1,407			78,876
Banco Latinoamericano de Comercio Exterior SA "E"		5,754			161,227
BancorpSouth, Inc. (a)		18,702			475,405
Bank of Kentucky Financial Corp.		1,128			41,623
	Shares			Value ($)
Bank of Marin Bancorp.		1,185			51,417
Bank of the Ozarks, Inc.		6,095			344,916
Banner Corp.		3,809			170,719
Bar Harbor Bankshares		714			28,553
BBCN Bancorp., Inc.		15,574			258,373
BNC Bancorp.		3,624			62,115
Boston Private Financial Holdings, Inc.		15,586			196,695
Bridge Bancorp., Inc.		2,141			55,666
Bridge Capital Holdings*		1,832			37,629
Bryn Mawr Bank Corp.		2,662			80,339
C&F Financial Corp.		598			27,311
Camden National Corp.		1,544			65,188
Capital Bank Financial Corp. "A"*		4,582			104,241
Capital City Bank Group, Inc.*		2,537			29,860
Cardinal Financial Corp.		5,819			104,742
Cascade Bancorp.*		1,380			7,217
Cathay General Bancorp.		15,418			412,123
Center Bancorp., Inc.		2,247			42,154
Centerstate Banks, Inc.		6,052			61,428
Central Pacific Financial Corp.		4,183			83,995
Century Bancorp., Inc. "A"		692			23,009
Chemical Financial Corp.		5,769			182,704
Chemung Financial Corp.		714			24,397
Citizens & Northern Corp.		2,417			49,863
City Holding Co. (a)		3,046			141,121
CNB Financial Corp.		2,807			53,333
CoBiz Financial, Inc.		7,083			84,713
Columbia Banking System, Inc.		9,989			274,797
Community Bank System, Inc.		7,810			309,901
Community Trust Bancorp., Inc.		2,727			123,151
CommunityOne Bancorp.*		2,174			27,719
ConnectOne Bancorp., Inc.*		358			14,188
CU Bancorp.*		1,877			32,810
Customers Bancorp., Inc.*		3,970			81,226
CVB Financial Corp.		17,966			306,680
Eagle Bancorp., Inc.*		4,282			131,158
Enterprise Bancorp., Inc.		1,414			29,934
Enterprise Financial Services Corp.		3,837			78,352
Farmers Capital Bank Corp.*		1,493			32,473
Fidelity Southern Corp.		2,867			47,621
Financial Institutions, Inc.		2,690			66,470
First BanCorp.*		14,366			88,926
First BanCorp. — North Carolina		3,893			64,702
First Bancorp., Inc.		1,889			32,906
First Busey Corp.		13,900			80,620
First Commonwealth Financial Corp.		18,858			166,328
First Community Bancshares, Inc.		3,408			56,914
First Connecticut Bancorp, Inc.		3,208			51,713
First Financial Bancorp.		11,194			195,111
First Financial Bankshares, Inc. (a)		6,189			410,454
First Financial Corp. — Indiana		2,200			80,432
First Financial Holdings, Inc.		4,669			310,535
First Interstate BancSystem, Inc.		3,440			97,593
First Merchants Corp.		6,899			157,021
First Midwest Bancorp., Inc.		14,634			256,534
First NBC Bank Holding Co.*		829			26,777
First of Long Island Corp.		1,537			65,891
First Security Group, Inc.*		12,404			28,529
FirstMerit Corp.		32,456			721,497
Flushing Financial Corp.		6,026			124,738
FNB Corp.		29,362			370,548
German American Bancorp., Inc.		2,510			71,535
	Shares			Value ($)
Glacier Bancorp., Inc.		14,143			421,320
Great Southern Bancorp., Inc.		2,027			61,641
Guaranty Bancorp.		2,848			40,014
Hampton Roads Bankshares, Inc.*		6,596			11,543
Hancock Holding Co.		16,594			608,668
Hanmi Financial Corp.		6,194			135,587
Heartland Financial U.S.A., Inc.		2,843			81,850
Heritage Commerce Corp.		4,110			33,866
Heritage Financial Corp.		2,890			49,448
Heritage Oaks Bancorp.*		4,274			32,055
Home Bancshares, Inc.		8,901			332,452
Home Federal Bancorp., Inc.		2,949			43,940
HomeTrust Bancshares, Inc.*		4,211			67,334
Horizon Bancorp.		1,706			43,213
Hudson Valley Holding Corp.		3,140			63,899
IBERIABANK Corp.		5,818			365,661
Independent Bank Corp. (a)		4,665			182,821
Independent Bank Group, Inc.		752			37,344
International Bancshares Corp.		10,404			274,562
Intervest Bancshares Corp.*		3,561			26,743
Investors Bancorp., Inc.		9,822			251,253
Lakeland Bancorp., Inc.		7,015			86,776
Lakeland Financial Corp.		3,174			123,786
LCNB Corp.		1,485			26,537
Macatawa Bank Corp.*		4,707			23,535
MainSource Financial Group, Inc.		3,885			70,047
MB Financial, Inc.		10,739			344,615
Mercantile Bank Corp.		1,634			35,262
Merchants Bancshares, Inc.		1,042			34,907
Metro Bancorp., Inc.*		2,807			60,463
MetroCorp Bancshares, Inc.		3,063			46,159
Middleburg Financial Corp.		1,162			20,962
MidSouth Bancorp., Inc.		1,480			26,433
MidWestOne Financial Group, Inc.		1,268			34,490
National Bank Holdings Corp. "A"		8,850			189,390
National Bankshares, Inc.		1,314			48,473
National Penn Bancshares, Inc.		22,828			258,641
NBT Bancorp., Inc.		8,454			218,959
NewBridge Bancorp.*		5,013			37,598
Northrim BanCorp., Inc.		1,190			31,226
OFG Bancorp.		9,031			156,598
Old National Bancorp.		19,828			304,756
OmniAmerican Bancorp., Inc.*		2,177			46,544
Pacific Continental Corp.		3,374			53,782
Pacific Premier Bancorp., Inc.*		3,115			49,030
PacWest Bancorp. (a)		7,397			312,301
Palmetto Bancshares, Inc.*		879			11,392
Park National Corp. (a)		2,253			191,663
Park Sterling Corp.		8,760			62,546
Peapack-Gladstone Financial Corp.		1,714			32,737
Penns Woods Bancorp., Inc.		946			48,246
Peoples Bancorp., Inc.		2,155			48,509
Pinnacle Financial Partners, Inc. (a)		6,878			223,741
Preferred Bank*		2,280			45,714
PrivateBancorp., Inc.		12,712			367,758
Prosperity Bancshares, Inc.		11,825			749,587
Renasant Corp.		5,915			186,086
Republic Bancorp., Inc. "A"		1,969			48,319
S&T Bancorp., Inc.		5,853			148,139
S.Y. Bancorp., Inc.		2,736			87,333
Sandy Spring Bancorp., Inc.		4,923			138,779
Seacoast Banking Corp. of Florida*		3,524			42,993
Sierra Bancorp.		2,278			36,653
	Shares			Value ($)
Simmons First National Corp. "A"		3,253			120,849
Southside Bancshares, Inc.		3,506			95,854
Southwest Bancorp., Inc.*		3,734			59,445
State Bank Financial Corp.		6,257			113,815
StellarOne Corp.		4,373			105,258
Sterling Bancorp.		16,236			217,075
Sterling Financial Corp.		6,606			225,132
Suffolk Bancorp.*		2,366			49,213
Sun Bancorp., Inc.*		7,787			27,410
Susquehanna Bancshares, Inc.		36,596			469,893
Taylor Capital Group, Inc.*		3,314			88,086
Texas Capital Bancshares, Inc.*		8,003			497,787
The Bancorp., Inc.*		6,384			114,337
Tompkins Financial Corp.		2,869			147,438
TowneBank (a)		5,125			78,874
TriCo Bancshares		3,057			86,727
Tristate Capital Holdings, Inc.*		1,299			15,406
Trustmark Corp.		13,142			352,731
UMB Financial Corp.		6,949			446,682
Umpqua Holdings Corp. (a)		21,964			420,391
Union First Market Bankshares Corp.		3,860			95,767
United Bankshares, Inc. (a)		9,842			309,531
United Community Banks, Inc.*		8,317			147,627
Univest Corp. of Pennsylvania		3,252			67,251
VantageSouth Bancshares, Inc.*		2,382			12,553
ViewPoint Financial Group		7,770			213,287
Virginia Commerce Bancorp., Inc.*		5,386			91,508
Washington Banking Co.		2,906			51,523
Washington Trust Bancorp., Inc.		2,838			105,630
Webster Financial Corp.		17,706			552,073
WesBanco, Inc.		5,020			160,640
West Bancorp.		2,793			44,185
Westamerica Bancorp. (a)		5,280			298,109
Western Alliance Bancorp.*		14,589			348,094
Wilshire Bancorp., Inc.		13,247			144,790
Wintrust Financial Corp.		7,266			335,108
Yadkin Financial Corp.*		2,856			48,666
					23,981,842
Consumer Finance 0.7%
Cash America International, Inc. (a)		5,547			212,450
Consumer Portfolio Services, Inc.*		3,366			31,607
Credit Acceptance Corp.*		1,375			178,736
DFC Global Corp.*		8,050			92,172
Encore Capital Group, Inc.* (a)		4,925			247,530
EZCORP, Inc. "A"*		10,149			118,642
First Cash Financial Services, Inc.*		5,711			353,168
Green Dot Corp. "A"* (a)		4,974			125,096
Imperial Holdings, Inc.*		3,419			22,360
JGWPT Holdings, Inc. "A"*		1,925			33,476
Nelnet, Inc. "A"		4,428			186,596
Nicholas Financial, Inc.		2,139			33,668
Portfolio Recovery Associates, Inc.* (a)		9,909			523,591
Regional Management Corp.*		1,048			35,559
Springleaf Holdings, Inc.*		4,738			119,777
The First Marblehead Corp.*		1,812			13,391
World Acceptance Corp.* (a)		1,694			148,276
					2,476,095
Diversified Financial Services 0.3%
California First National Bancorp.		537			8,109
Gain Capital Holdings, Inc.		2,188			16,432
MarketAxess Holdings, Inc.		7,329			490,090
	Shares			Value ($)
Marlin Business Services Corp.		1,665			41,958
NewStar Financial, Inc.*		5,013			89,081
PHH Corp.* (a)		11,152			271,551
PICO Holdings, Inc.*		4,485			103,648
Resource America, Inc. "A"		2,632			24,636
					1,045,505
Insurance 2.4%
Ambac Financial Group, Inc.*		8,707			213,844
American Equity Investment Life Holding Co. (a)		12,516			330,172
AMERISAFE, Inc.		3,619			152,867
AmTrust Financial Services, Inc. (a)		6,114			199,867
Argo Group International Holdings Ltd.		5,304			246,583
Baldwin & Lyons, Inc. "B"		1,830			49,996
Blue Capital Reinsurance Holdings Ltd.*		1,225			22,503
Citizens, Inc.*		8,258			72,257
CNO Financial Group, Inc.		43,424			768,171
Crawford & Co. "B"		5,225			48,279
Donegal Group, Inc. "A"		1,326			21,083
Eastern Insurance Holdings, Inc.		1,172			28,702
eHealth, Inc.*		3,627			168,619
EMC Insurance Group, Inc.		841			25,751
Employers Holdings, Inc.		5,994			189,710
Enstar Group Ltd.*		1,859			258,234
FBL Financial Group, Inc. "A"		1,775			79,502
First American Financial Corp.		21,139			596,120
Fortegra Financial Corp.*		1,228			10,156
Global Indemnity PLC*		1,617			40,910
Greenlight Capital Re Ltd. "A"*		5,533			186,517
Hallmark Financial Services, Inc.*		2,912			25,873
HCI Group, Inc. (a)		1,916			102,506
Health Insurance Innovations, Inc. "A"*		912			9,220
Hilltop Holdings, Inc.*		12,133			280,636
Horace Mann Educators Corp.		7,729			243,773
Independence Holding Co.		1,712			23,095
Infinity Property & Casualty Corp.		2,215			158,926
Investors Title Co.		270			21,865
Kansas City Life Insurance Co.		739			35,280
Maiden Holdings Ltd.		9,864			107,814
Meadowbrook Insurance Group, Inc.		9,639			67,087
Montpelier Re Holdings Ltd.		8,627			251,046
National Interstate Corp.		1,337			30,751
National Western Life Insurance Co. "A"		420			93,891
Navigators Group, Inc.*		2,044			129,099
OneBeacon Insurance Group Ltd. "A"		4,337			68,611
Phoenix Companies, Inc.*		1,140			69,996
Platinum Underwriters Holdings Ltd.		5,730			351,134
Primerica, Inc.		11,110			476,730
RLI Corp.		4,184			407,438
Safety Insurance Group, Inc.		2,473			139,230
Selective Insurance Group, Inc.		10,856			293,763
State Auto Financial Corp.		2,862			60,789
Stewart Information Services Corp. (a)		4,240			136,825
Symetra Financial Corp.		15,984			303,057
Third Point Reinsurance Ltd.*		5,001			92,669
Tower Group International Ltd.		11,432			38,640
United Fire Group, Inc.		4,031			115,528
	Shares			Value ($)
Universal Insurance Holdings, Inc.		5,056			73,211
					7,918,326
Real Estate Investment Trusts 6.9%
Acadia Realty Trust (REIT)		10,779			267,643
AG Mortgage Investment Trust, Inc. (REIT)		5,534			86,552
Agree Realty Corp. (REIT)		2,932			85,087
Alexander's, Inc. (REIT)		411			135,630
American Assets Trust, Inc. (REIT)		6,610			207,752
American Capital Mortgage Investment Corp. (REIT)		10,348			180,676
American Realty Capital Properties, Inc. (REIT) (a)		30,217			388,591
American Residential Properties, Inc. (REIT)*		2,671			45,834
AmREIT, Inc. (REIT)		3,855			64,764
Anworth Mortgage Asset Corp. (REIT)		28,053			118,103
Apollo Commercial Real Estate Finance, Inc. (REIT)		7,325			119,031
Apollo Residential Mortgage, Inc. (REIT)		6,380			94,296
Ares Commercial Real Estate Corp. (REIT)		4,249			55,662
Armada Hoffler Properties, Inc. (REIT)		3,782			35,097
ARMOUR Residential REIT, Inc. (REIT)		73,039			292,886
Ashford Hospitality Prime, Inc. (REIT)		2,440			44,408
Ashford Hospitality Trust (REIT)		12,202			101,033
Associated Estates Realty Corp. (REIT) (a)		11,111			178,332
Aviv REIT, Inc. (REIT)		2,286			54,178
Campus Crest Communities, Inc. (REIT) (a)		12,806			120,504
Capstead Mortgage Corp. (REIT)		18,589			224,555
Cedar Realty Trust, Inc. (REIT)		14,279			89,387
Chambers Street Properties (REIT) (a)		46,236			353,705
Chatham Lodging Trust (REIT)		5,137			105,052
Chesapeake Lodging Trust (REIT)		9,443			238,813
Colony Financial, Inc. (REIT) (a)		15,040			305,162
Coresite Realty Corp. (REIT) (a)		4,029			129,694
Cousins Properties, Inc. (REIT)		32,857			338,427
CubeSmart (REIT)		25,905			412,926
CyrusOne, Inc. (REIT)		3,675			82,063
CYS Investments, Inc. (REIT)		34,036			252,207
DCT Industrial Trust, Inc. (REIT)		57,143			407,430
DiamondRock Hospitality Co. (REIT) (a)		38,277			442,099
DuPont Fabros Technology, Inc. (REIT) (a)		12,207			301,635
Dynex Capital, Inc. (REIT)		10,838			86,704
EastGroup Properties, Inc. (REIT)		5,922			343,061
Education Realty Trust, Inc. (REIT)		22,088			194,816
Ellington Residential Mortgage REIT (REIT)		1,285			19,763
Empire State Realty Trust, Inc. "A", (REIT)		16,132			246,820
EPR Properties (REIT)		10,083			495,680
Equity One, Inc. (REIT) (a)		11,707			262,705
Excel Trust, Inc. (REIT)		9,139			104,093
FelCor Lodging Trust, Inc. (REIT)*		23,987			195,734
First Industrial Realty Trust, Inc. (REIT) (a)		21,022			366,834
	Shares			Value ($)
First Potomac Realty Trust (REIT)		11,461			133,291
Franklin Street Properties Corp. (REIT)		17,549			209,711
Getty Realty Corp. (REIT)		5,069			93,118
Gladstone Commercial Corp. (REIT)		3,086			55,455
Glimcher Realty Trust (REIT)		28,211			264,055
Government Properties Income Trust (REIT)		10,681			265,423
Gramercy Property Trust, Inc. (REIT)*		11,798			67,838
Hannon Armstrong Sustainable Infrastructure Capital, Inc.		2,923			40,805
Healthcare Realty Trust, Inc. (REIT)		18,823			401,118
Hersha Hospitality Trust (REIT) (a)		39,363			219,252
Highwoods Properties, Inc. (REIT) (a)		17,663			638,871
Hudson Pacific Properties, Inc. (REIT)		8,358			182,789
Inland Real Estate Corp. (REIT)		16,478			173,349
Invesco Mortgage Capital (REIT)		26,552			389,783
Investors Real Estate Trust (REIT)		19,548			167,722
iStar Financial, Inc. (REIT)*		16,651			237,610
JAVELIN Mortgage Investment Corp. (REIT)		2,677			37,291
Kite Realty Group Trust (REIT)		25,543			167,817
LaSalle Hotel Properties (REIT)		20,338			627,631
Lexington Realty Trust (REIT) (a)		34,942			356,758
LTC Properties, Inc. (REIT)		6,760			239,236
Medical Properties Trust, Inc. (REIT)		31,634			386,567
Monmouth Real Estate Investment Corp. "A", (REIT)		8,787			79,874
National Health Investors, Inc. (REIT)		5,726			321,229
New Residential Investment Corp. (REIT)		49,517			330,774
New York Mortgage Trust, Inc. (REIT) (a)		12,347			86,306
NorthStar Realty Finance Corp. (REIT)		56,727			762,978
One Liberty Properties, Inc. (REIT)		2,318			46,661
Parkway Properties, Inc. (REIT) (a)		10,785			208,047
Pebblebrook Hotel Trust (REIT)		12,035			370,197
Pennsylvania Real Estate Investment Trust (REIT)		13,265			251,770
PennyMac Mortgage Investment Trust (REIT)		13,748			315,654
Physicians Realty Trust (REIT)		3,957			50,412
Potlatch Corp. (REIT)		7,926			330,831
PS Business Parks, Inc. (REIT)		3,802			290,549
QTS Realty Trust, Inc. "A", (REIT)		2,749			68,120
RAIT Financial Trust (REIT)		13,664			122,566
Ramco-Gershenson Properties Trust (REIT)		13,084			205,942
Redwood Trust, Inc. (REIT) (a)		16,050			310,888
Resource Capital Corp. (REIT)		24,751			146,773
Retail Opportunity Investments Corp. (REIT) (a)		14,073			207,155
Rexford Industrial Realty, Inc. (REIT)		3,323			43,864
RLJ Lodging Trust (REIT)		24,197			588,471
Rouse Properties, Inc. (REIT) (a)		4,317			95,794
Ryman Hospitality Properties, Inc. (REIT) (a)		8,640			360,979
Sabra Health Care REIT, Inc. (REIT) (a)		7,228			188,940
Saul Centers, Inc. (REIT)		1,566			74,745
	Shares			Value ($)
Select Income REIT (REIT)		4,347			116,239
Silver Bay Realty Trust Corp. (REIT)		3,031			48,466
Sovran Self Storage, Inc. (REIT)		6,119			398,775
STAG Industrial, Inc. (REIT)		8,067			164,486
Strategic Hotels & Resorts, Inc. (REIT)*		35,513			335,598
Summit Hotel Properties, Inc. (REIT)		15,655			140,895
Sun Communities, Inc. (REIT) (a)		7,013			299,034
Sunstone Hotel Investors, Inc. (REIT) (a)		35,840			480,256
Terreno Realty Corp. (REIT)		4,962			87,827
The Geo Group, Inc. (REIT)		13,959			449,759
UMH Properties, Inc. (REIT)		3,418			32,198
Universal Health Realty Income Trust (REIT)		2,314			92,699
Urstadt Biddle Properties "A", (REIT)		4,812			88,781
Washington Real Estate Investment Trust (REIT)		13,000			303,680
Western Asset Mortgage Capital Corp. (REIT) (a)		4,827			71,826
Whitestone REIT (REIT)		4,132			55,245
Winthrop Realty Trust (REIT)		6,273			69,317
ZAIS Financial Corp. (REIT)		1,162			18,627
					23,144,141
Real Estate Management & Development 0.4%
Alexander & Baldwin, Inc.		8,434			351,951
Altisource Residential Corp.		8,335			250,967
AV Homes, Inc.*		1,871			33,996
Consolidated-Tomoka Land Co.		1,162			42,169
Forestar Group, Inc.*		6,634			141,105
Kennedy-Wilson Holdings, Inc.		11,108			247,153
RE/MAX Holdings, Inc. "A"*		2,264			72,607
Tejon Ranch Co.*		2,733			100,465
					1,240,413
Thrifts & Mortgage Finance 1.6%
Astoria Financial Corp.		17,417			240,877
Banc of California, Inc.		3,241			43,462
Bank Mutual Corp.		9,229			64,695
BankFinancial Corp.		4,312			39,498
BBX Capital Corp. "A"*		1,425			22,230
Beneficial Mutual Bancorp., Inc.*		6,067			66,252
Berkshire Hills Bancorp., Inc.		4,864			132,641
BofI Holding, Inc.*		2,357			184,860
Brookline Bancorp., Inc.		13,897			132,994
Capitol Federal Financial, Inc.		28,911			350,112
Charter Financial Corp.		4,570			49,219
Clifton Savings Bancorp., Inc.		1,503			19,238
Dime Community Bancshares		6,157			104,176
Doral Financial Corp.*		1,191			18,651
ESB Financial Corp.		2,342			33,256
ESSA Bancorp., Inc.		1,870			21,617
Essent Group Ltd.*		4,429			106,562
EverBank Financial Corp.		15,736			288,598
Federal Agricultural Mortgage Corp. "C"		2,041			69,904
First Defiance Financial Corp.		1,910			49,603
First Federal Bancshares of Arkansas, Inc.*		766			6,664
First Financial Northwest, Inc.		3,012			31,234
Flagstar Bancorp., Inc.*		3,943			77,362
Fox Chase Bancorp.		2,343			40,721
Franklin Financial Corp.*		2,081			41,162
	Shares			Value ($)
Hingham Institution for Savings		278			21,820
Home Bancorp., Inc.*		1,218			22,959
Home Loan Servicing Solutions Ltd.		13,898			319,237
HomeStreet, Inc.		2,571			51,420
Kearny Financial Corp.*		2,975			34,599
Meridian Interstate Bancorp., Inc.*		1,644			37,122
Meta Financial Group, Inc.		1,220			49,203
MGIC Investment Corp.* (a)		63,316			534,387
NASB Financial, Inc.		736			22,227
Northfield Bancorp., Inc.		11,219			148,091
Northwest Bancshares, Inc.		18,352			271,243
OceanFirst Financial Corp.		2,591			44,384
Oritani Financial Corp.		8,948			143,615
PennyMac Financial Services, Inc. "A"*		2,540			44,577
Provident Financial Holdings, Inc.		1,890			28,350
Provident Financial Services, Inc.		11,546			223,069
Radian Group, Inc. (a)		33,696			475,788
Rockville Financial, Inc. (a)		5,028			71,448
Stonegate Mortgage Corp.*		1,588			26,250
Territorial Bancorp., Inc.		2,088			48,442
Tree.com, Inc.*		1,316			43,217
TrustCo Bank Corp.		18,598			133,534
United Community Financial Corp.*		9,557			34,119
United Financial Bancorp., Inc.		3,855			72,821
Walker & Dunlop, Inc.*		3,264			52,779
Waterstone Financial, Inc.*		1,592			17,671
Westfield Financial, Inc.		3,698			27,587
WSFS Financial Corp.		1,561			121,024
					5,356,571
Health Care 12.9%
Biotechnology 4.0%
ACADIA Pharmaceuticals, Inc.* (a)		13,689			342,088
Acceleron Pharma, Inc.*		1,246			49,342
Achillion Pharmaceuticals, Inc.* (a)		19,192			63,717
Acorda Therapeutics, Inc.*		7,896			230,563
Aegerion Pharmaceuticals, Inc.*		5,624			399,079
Agios Pharmaceuticals, Inc.*		1,319			31,590
Alnylam Pharmaceuticals, Inc.*		11,362			730,917
AMAG Pharmaceuticals, Inc.*		4,138			100,429
Amicus Therapeutics, Inc.*		6,576			15,454
Anacor Pharmaceuticals, Inc.* (a)		5,025			84,319
Arena Pharmaceuticals, Inc.* (a)		42,419			248,151
ArQule, Inc.*		12,510			26,897
Array BioPharma, Inc.*		24,431			122,399
Aveo Pharmaceuticals, Inc.*		9,445			17,379
BIND Therapeutics, Inc.*		1,023			15,437
BioTime, Inc.*		6,637			23,893
Bluebird Bio, Inc.*		1,313			27,547
Cell Therapeutics, Inc.*		25,192			48,369
Celldex Therapeutics, Inc.* (a)		17,430			421,980
Cellular Dynamics International, Inc.*		744			12,283
Cepheid, Inc.* (a)		13,188			616,143
Chelsea Therapeutics International Ltd.* (a)		15,251			67,562
ChemoCentryx, Inc.*		4,874			28,220
Chimerix, Inc.*		1,674			25,294
Clovis Oncology, Inc.*		3,504			211,186
Conatus Pharmaceuticals, Inc.*		1,091			7,037
Coronado Biosciences, Inc.* (a)		5,126			13,481
Curis, Inc.* (a)		16,257			45,845
Cytokinetics, Inc.*		4,923			31,999
	Shares			Value ($)
Cytori Therapeutics, Inc.* (a)		12,909			33,176
Dendreon Corp.* (a)		30,227			90,379
Durata Therapeutics, Inc.*		2,568			32,845
Dyax Corp.*		23,846			179,560
Dynavax Technologies Corp.* (a)		51,208			100,368
Emergent Biosolutions, Inc.*		5,384			123,778
Enanta Pharmaceuticals, Inc.*		710			19,369
Enzon Pharmaceuticals, Inc.		8,130			9,431
Epizyme, Inc.* (a)		1,166			24,253
Esperion Therapeutics, Inc.*		847			11,638
Exact Sciences Corp.*		13,567			158,598
Exelixis, Inc.* (a)		35,556			217,958
Fibrocell Science, Inc.*		4,597			18,664
Five Prime Therapeutics, Inc.*		1,088			18,268
Foundation Medicine, Inc.*		1,335			31,800
Galena Biopharma, Inc.* (a)		19,836			98,387
Genomic Health, Inc.*		3,190			93,371
Geron Corp.* (a)		25,618			121,429
GTx, Inc.* (a)		5,284			8,719
Halozyme Therapeutics, Inc.* (a)		17,444			261,486
Harvard Apparatus Regenerative Technology, Inc.*		1,211			5,752
Hyperion Therapeutics, Inc.*		1,665			33,666
Idenix Pharmaceuticals, Inc.* (a)		19,829			118,577
ImmunoGen, Inc.* (a)		16,460			241,468
Immunomedics, Inc.* (a)		14,559			66,971
Infinity Pharmaceuticals, Inc.*		9,523			131,513
Insmed, Inc.*		6,799			115,651
Insys Therapeutics, Inc.*		1,002			38,787
Intercept Pharmaceuticals, Inc.*		1,408			96,138
InterMune, Inc.*		17,460			257,186
Intrexon Corp.*		2,187			52,051
Ironwood Pharmaceuticals, Inc.* (a)		18,022			209,235
Isis Pharmaceuticals, Inc.* (a)		21,959			874,847
KaloBios Pharmaceuticals, Inc.*		1,800			7,956
Karyopharm Therapeutics, Inc.*		1,523			34,907
Keryx Biopharmaceuticals, Inc.*		16,063			208,016
KYTHERA Biopharmaceuticals, Inc.*		2,298			85,600
Lexicon Pharmaceuticals, Inc.*		43,946			79,103
Ligand Pharmaceuticals, Inc. "B"*		3,484			183,258
MacroGenics, Inc.*		1,111			30,475
MannKind Corp.* (a)		29,593			154,180
MEI Pharma, Inc.*		2,486			19,913
Merrimack Pharmaceuticals, Inc.* (a)		19,337			103,260
MiMedx Group, Inc.*		17,733			154,986
Momenta Pharmaceuticals, Inc.*		9,362			165,520
Nanosphere, Inc.*		10,674			24,443
Navidea Biopharmaceuticals, Inc.* (a)		23,767			49,198
Neurocrine Biosciences, Inc.*		13,023			121,635
NewLink Genetics Corp.* (a)		3,221			70,894
Novavax, Inc.* (a)		36,673			187,766
NPS Pharmaceuticals, Inc.*		19,610			595,360
OncoGenex Pharmaceutical, Inc.*		3,086			25,737
OncoMed Pharmaceuticals, Inc.*		878			25,919
Onconova Therapeutics, Inc.*		1,140			13,087
Ophthotech Corp.*		1,723			55,739
Opko Health, Inc.* (a)		36,861			311,107
Orexigen Therapeutics, Inc.* (a)		19,735			111,108
Osiris Therapeutics, Inc.* (a)		3,392			54,543
OvaScience, Inc.*		1,767			16,150
PDL BioPharma, Inc. (a)		27,152			229,163
Peregrine Pharmaceuticals, Inc.*		30,864			42,901
	Shares			Value ($)
Portola Pharmaceuticals, Inc.*		2,129			54,822
Progenics Pharmaceuticals, Inc.*		11,562			61,625
Prothena Corp. PLC*		2,776			73,620
PTC Therapeutics, Inc.*		1,867			31,683
Puma Biotechnology, Inc.*		4,331			448,388
Raptor Pharmaceuticals Corp.* (a)		11,744			152,907
Receptos, Inc.*		1,142			33,107
Regulus Therapeutics, Inc.*		1,770			13,080
Repligen Corp.*		6,138			83,722
Rigel Pharmaceuticals, Inc.*		17,434			49,687
Sangamo BioSciences, Inc.*		11,911			165,444
Sarepta Therapeutics, Inc.* (a)		7,346			149,638
SIGA Technologies, Inc.*		7,593			24,829
Spectrum Pharmaceuticals, Inc.* (a)		12,170			107,704
Stemline Therapeutics, Inc.*		1,818			35,633
Sunesis Pharmaceuticals, Inc.*		6,019			28,530
Synageva BioPharma Corp.*		3,787			245,095
Synergy Pharmaceuticals, Inc.* (a)		15,993			90,041
Synta Pharmaceuticals Corp.*		9,725			50,959
Targacept, Inc.*		5,911			24,531
TESARO, Inc.*		2,660			75,118
Tetraphase Pharmaceuticals, Inc.*		2,728			36,883
TG Therapeutics, Inc.*		3,352			13,073
Threshold Pharmaceuticals, Inc.* (a)		8,771			40,961
Vanda Pharmaceuticals, Inc.*		6,497			80,628
Verastem, Inc.*		3,339			38,065
Vical, Inc.*		15,287			18,039
XOMA Corp.* (a)		15,077			101,468
ZIOPHARM Oncology, Inc.* (a)		15,684			68,069
					13,513,192
Health Care Equipment & Supplies 3.4%
Abaxis, Inc.*		4,360			174,487
ABIOMED, Inc.* (a)		7,523			201,165
Accuray, Inc.* (a)		14,345			124,945
Align Technology, Inc.* (a)		14,305			817,531
Alphatec Holdings, Inc.*		11,428			22,970
Analogic Corp.		2,377			210,507
AngioDynamics, Inc.*		4,765			81,910
Anika Therapeutics, Inc.*		2,411			92,004
Antares Pharma, Inc.* (a)		22,505			100,822
ArthroCare Corp.*		5,560			223,734
AtriCure, Inc.*		4,149			77,503
Atrion Corp.		299			88,579
Biolase, Inc.* (a)		6,359			17,995
Cantel Medical Corp.		6,481			219,771
Cardiovascular Systems, Inc.*		4,799			164,558
Cerus Corp.* (a)		13,851			89,339
CONMED Corp.		5,383			228,778
CryoLife, Inc.		5,214			57,823
Cutera, Inc.*		2,914			29,665
Cyberonics, Inc.*		5,403			353,951
Cynosure, Inc. "A"*		3,760			100,317
Derma Sciences, Inc.*		2,806			30,361
Dexcom, Inc.*		13,801			488,693
Endologix, Inc.*		12,178			212,384
Exactech, Inc.*		1,915			45,500
Genmark Diagnostics, Inc.*		7,105			94,568
Globus Medical, Inc. "A"* (a)		10,613			214,170
Greatbatch, Inc.*		4,630			204,831
Haemonetics Corp.*		10,039			422,943
HeartWare International, Inc.*		3,185			299,263
ICU Medical, Inc.*		2,502			159,402
Insulet Corp.*		10,426			386,805
	Shares			Value ($)
Integra LifeSciences Holdings*		4,474			213,455
Invacare Corp.		6,216			144,273
LDR Holding Corp.*		1,116			26,338
Masimo Corp.*		9,502			277,744
Medical Action Industries, Inc.*		2,888			24,721
Meridian Bioscience, Inc. (a)		8,044			213,407
Merit Medical Systems, Inc.*		8,309			130,784
Natus Medical, Inc.*		5,844			131,490
Neogen Corp.*		7,018			320,723
NuVasive, Inc.*		8,665			280,139
NxStage Medical, Inc.*		11,877			118,770
OraSure Technologies, Inc.*		10,444			65,693
Orthofix International NV*		3,848			87,811
Oxford Immunotec Global PLC*		1,204			23,334
PhotoMedex, Inc.* (a)		2,495			32,310
Quidel Corp.* (a)		5,588			172,613
Rockwell Medical, Inc.* (a)		7,790			81,328
RTI Surgical, Inc.*		11,253			39,836
Solta Medical, Inc.*		13,413			39,568
Spectranetics Corp.*		7,820			195,500
STAAR Surgical Co.*		7,320			118,511
STERIS Corp.		11,502			552,671
SurModics, Inc.*		2,670			65,121
Symmetry Medical, Inc.*		7,449			75,086
Tandem Diabetes Care, Inc.*		1,798			46,334
TearLab Corp.* (a)		5,698			53,219
Thoratec Corp.*		11,270			412,482
Tornier NV*		5,159			96,938
Unilife Corp.* (a)		18,825			82,830
Utah Medical Products, Inc.		613			35,039
Vascular Solutions, Inc.*		3,329			77,066
Veracyte, Inc.*		974			14,123
Volcano Corp.* (a)		10,727			234,385
West Pharmaceutical Services, Inc.		13,533			663,929
Wright Medical Group, Inc.*		7,872			241,749
Zeltiq Aesthetics, Inc.*		3,401			64,313
					11,490,907
Health Care Providers & Services 2.5%
Acadia Healthcare Co., Inc.* (a)		6,932			328,091
Accretive Health, Inc.* (a)		11,541			105,716
Addus HomeCare Corp.*		1,093			24,538
Air Methods Corp.* (a)		7,604			443,541
Alliance HealthCare Services, Inc.*		990			24,493
Almost Family, Inc.*		1,622			52,439
Amedisys, Inc.* (a)		5,974			87,400
AMN Healthcare Services, Inc.*		9,020			132,594
AmSurg Corp.*		6,249			286,954
Bio-Reference Laboratories, Inc.* (a)		4,863			124,201
BioScrip, Inc.*		11,617			85,966
Capital Senior Living Corp.*		5,662			135,831
Centene Corp.*		10,642			627,346
Chemed Corp. (a)		3,448			264,186
Chindex International, Inc.*		2,458			42,843
CorVel Corp.*		2,286			106,756
Cross Country Healthcare, Inc.*		5,564			55,529
Emeritus Corp.*		7,779			168,260
ExamWorks Group, Inc.*		5,881			175,665
Five Star Quality Care, Inc.*		8,714			47,840
Gentiva Health Services, Inc.*		6,267			77,773
Hanger, Inc.*		6,743			265,270
HealthSouth Corp. (a)		17,068			568,706
Healthways, Inc.*		6,686			102,630
	Shares			Value ($)
IPC The Hospitalist Co., Inc.*		3,309			196,521
Kindred Healthcare, Inc.		10,501			207,290
Landauer, Inc.		1,864			98,065
LHC Group, Inc.*		2,392			57,504
Magellan Health Services, Inc.*		5,308			318,002
Molina Healthcare, Inc.*		5,489			190,743
MWI Veterinary Supply, Inc.*		2,515			429,034
National Healthcare Corp.		2,069			111,540
National Research Corp. "A"*		1,954			36,774
Owens & Minor, Inc. (a)		12,319			450,383
PharMerica Corp.*		5,768			124,012
Providence Service Corp.*		2,113			54,346
Select Medical Holdings Corp.		9,674			112,315
Skilled Healthcare Group, Inc. "A"*		3,587			17,253
Surgical Care Affiliates, Inc.*		2,199			76,613
Team Health Holdings, Inc.*		13,432			611,828
The Ensign Group, Inc.		3,758			166,367
Triple-S Management Corp. "B"*		4,714			91,640
U.S. Physical Therapy, Inc.		2,363			83,319
Universal American Corp.		7,698			56,195
USMD Holdings, Inc.*		215			4,324
WellCare Health Plans, Inc.*		8,498			598,429
					8,427,065
Health Care Technology 0.9%
athenahealth, Inc.*		7,184			966,248
Computer Programs & Systems, Inc.		2,164			133,757
HealthStream, Inc.*		3,940			129,114
HMS Holdings Corp.*		17,241			391,888
MedAssets, Inc.*		11,774			233,478
Medidata Solutions, Inc.*		10,397			629,746
Merge Healthcare, Inc.*		13,434			31,167
Omnicell, Inc.*		6,712			171,357
Quality Systems, Inc.		7,842			165,153
Vocera Communications, Inc.*		4,197			65,515
					2,917,423
Life Sciences Tools & Services 0.4%
Accelerate Diagnostics, Inc.* (a)		2,195			26,779
Affymetrix, Inc.* (a)		13,708			117,478
Albany Molecular Research, Inc.*		4,630			46,670
Cambrex Corp.*		5,773			102,933
Fluidigm Corp.*		4,931			188,956
Furiex Pharmaceuticals, Inc.*		1,319			55,411
Harvard Bioscience, Inc.*		4,845			22,772
Luminex Corp.*		7,156			138,826
NeoGenomics, Inc.*		6,525			23,620
Pacific Biosciences of California, Inc.*		9,359			48,948
PAREXEL International Corp.*		11,097			501,362
Sequenom, Inc.* (a)		22,778			53,301
					1,327,056
Pharmaceuticals 1.7%
AcelRx Pharmaceuticals, Inc.* (a)		4,620			52,252
Aerie Pharmaceuticals, Inc.*		1,503			26,994
Akorn, Inc.* (a)		11,398			280,733
Alimera Sciences, Inc.*		3,361			15,830
Ampio Pharmaceuticals, Inc.* (a)		6,148			43,835
Aratana Therapeutics, Inc.*		1,289			24,620
Auxilium Pharmaceuticals, Inc.* (a)		9,673			200,618
AVANIR Pharmaceuticals, Inc. "A"* (a)		28,299			95,085
BioDelivery Sciences International, Inc.*		5,642			33,231
	Shares			Value ($)
Cadence Pharmaceuticals, Inc.*		12,264			110,989
Cempra, Inc.*		3,848			47,677
Corcept Therapeutics, Inc.*		9,525			30,671
Cornerstone Therapeutics, Inc.*		1,644			15,602
DepoMed, Inc.*		10,940			115,745
Endocyte, Inc.* (a)		6,029			64,450
Hi-Tech Pharmacal Co., Inc.*		2,126			92,247
Horizon Pharma, Inc.* (a)		10,194			77,678
Impax Laboratories, Inc.*		13,325			334,990
Lannett Co., Inc.* (a)		3,652			120,881
Medicines Co.*		12,365			477,536
Nektar Therapeutics*		22,518			255,579
Omeros Corp.* (a)		6,014			67,898
Omthera Pharmaceutical, Inc.		1,167			0
Pacira Pharmaceuticals, Inc.*		5,381			309,354
Pernix Therapeutics Holdings, Inc.*		3,431			8,646
POZEN, Inc.		5,530			44,461
Prestige Brands Holdings, Inc.*		9,997			357,893
Questcor Pharmaceuticals, Inc. (a)		10,146			552,450
Relypsa, Inc.*		1,184			29,600
Repros Therapeutics, Inc.*		4,558			83,411
Sagent Pharmaceuticals, Inc.*		3,667			93,068
Santarus, Inc.*		10,909			348,652
Sciclone Pharmaceuticals, Inc.*		10,496			52,900
Sucampo Pharmaceuticals, Inc. "A"*		2,387			22,438
Supernus Pharmaceuticals, Inc.*		2,943			22,190
TherapeuticsMD, Inc.*		16,841			87,742
ViroPharma, Inc.*		12,767			636,435
VIVUS, Inc.* (a)		19,485			176,924
XenoPort, Inc.*		8,865			50,974
Zogenix, Inc.*		19,202			66,055
					5,528,334
Industrials 14.1%
Aerospace & Defense 1.7%
AAR Corp.		7,729			216,489
Aerovironment, Inc.*		3,595			104,722
American Science & Engineering, Inc.		1,617			116,279
API Technologies Corp.*		5,593			19,072
Astronics Corp.*		2,928			149,328
Cubic Corp.		3,843			202,372
Curtiss-Wright Corp.		9,167			570,462
DigitalGlobe, Inc.*		14,549			598,691
Ducommun, Inc.*		2,110			62,899
Engility Holdings, Inc.*		3,415			114,061
Erickson Air-Crane, Inc.*		748			15,551
Esterline Technologies Corp.*		6,143			626,340
GenCorp, Inc.* (a)		11,833			213,231
HEICO Corp.		12,973			751,785
Innovative Solutions & Support, Inc.*		2,493			18,174
Kratos Defense & Security Solutions, Inc.*		8,744			67,154
LMI Aerospace, Inc.*		2,178			32,104
Moog, Inc. "A"*		8,843			600,794
National Presto Industries, Inc. (a)		917			73,819
Orbital Sciences Corp.*		11,630			270,979
Sparton Corp.*		2,028			56,683
Taser International, Inc.*		10,047			159,546
Teledyne Technologies, Inc.*		7,311			671,589
The Keyw Holding Corp.* (a)		6,335			85,142
					5,797,266
	Shares			Value ($)
Air Freight & Logistics 0.4%
Air Transport Services Group, Inc.*		9,996			80,868
Atlas Air Worldwide Holdings, Inc.*		5,003			205,873
Echo Global Logistics, Inc.*		3,540			76,039
Forward Air Corp.		5,877			258,059
Hub Group, Inc. "A"*		7,223			288,053
Pacer International, Inc.*		6,800			56,168
Park-Ohio Holdings Corp.*		1,660			86,984
UTi Worldwide, Inc.		17,735			311,427
XPO Logistics, Inc.* (a)		5,821			153,034
					1,516,505
Airlines 0.5%
Allegiant Travel Co.		2,931			309,045
Hawaiian Holdings, Inc.* (a)		9,892			95,260
JetBlue Airways Corp.* (a)		45,477			388,828
Republic Airways Holdings, Inc.*		9,527			101,844
SkyWest, Inc.		10,091			149,649
Spirit Airlines, Inc.*		11,845			537,881
					1,582,507
Building Products 0.8%
AAON, Inc.		5,574			178,089
American Woodmark Corp.*		1,925			76,095
Apogee Enterprises, Inc.		5,614			201,599
Builders FirstSource, Inc.*		8,626			61,590
Gibraltar Industries, Inc.*		5,928			110,202
Griffon Corp.		8,858			117,014
Insteel Industries, Inc.		3,512			79,828
NCI Building Systems, Inc.*		4,113			72,142
Norcraft Companies, Inc.*		1,447			28,390
Nortek, Inc.*		1,785			133,161
Patrick Industries, Inc.*		1,324			38,303
PGT, Inc.*		6,604			66,833
Ply Gem Holdings, Inc.*		3,138			56,578
Quanex Building Products Corp.		7,246			144,340
Simpson Manufacturing Co., Inc.		7,921			290,938
Trex Co., Inc.* (a)		3,356			266,903
Universal Forest Products, Inc.		3,936			205,223
USG Corp.* (a)		15,056			427,289
					2,554,517
Commercial Services & Supplies 2.0%
ABM Industries, Inc.		10,665			304,912
Acco Brands Corp.*		22,453			150,884
Acorn Energy, Inc.		4,724			19,227
ARC Document Solutions, Inc.*		7,208			59,250
Casella Waste Systems, Inc. "A"*		7,903			45,837
CECO Environmental Corp.		3,523			56,967
Cenveo, Inc.*		10,795			37,135
CompX International, Inc.		367			5,167
Consolidated Graphics, Inc.*		1,439			97,046
Courier Corp.		2,119			38,333
Deluxe Corp.		9,900			516,681
EnerNOC, Inc.*		5,160			88,804
Ennis, Inc.		5,114			90,518
G & K Services, Inc. "A"		3,823			237,905
Gerber Scientific, Inc.		6,939			0
Healthcare Services Group, Inc.		13,359			378,995
Heritage-Crystal Clean, Inc.*		1,672			34,259
Herman Miller, Inc.		11,483			338,978
HNI Corp.		8,891			345,238
Innerworkings, Inc.*		8,819			68,700
Interface, Inc.		11,524			253,067
Intersections, Inc.		1,913			14,902
	Shares			Value ($)
Kimball International, Inc. "B"		6,304			94,749
Knoll, Inc.		9,444			172,920
McGrath RentCorp.		4,932			196,294
Mine Safety Appliances Co.		5,488			281,040
Mobile Mini, Inc.*		7,502			308,932
Multi-Color Corp.		2,432			91,784
NL Industries, Inc.		1,487			16,625
Performant Financial Corp.*		4,445			45,783
Quad Graphics, Inc. (a)		4,971			135,360
Schawk, Inc.		2,502			37,205
SP Plus Corp.*		2,996			78,016
Steelcase, Inc. "A"		16,467			261,167
Swisher Hygiene, Inc.*		22,340			11,485
Team, Inc.*		4,038			170,969
Tetra Tech, Inc.* (a)		12,657			354,143
The Brink's Co.		9,371			319,926
TRC Companies, Inc.*		3,118			22,262
U.S. Ecology, Inc.		4,215			156,756
UniFirst Corp.		2,869			306,983
United Stationers, Inc.		7,959			365,238
Viad Corp.		3,971			110,314
West Corp.		4,235			108,882
					6,829,638
Construction & Engineering 0.8%
Aegion Corp.*		7,528			164,788
Ameresco, Inc. "A"*		4,004			38,679
Argan, Inc.		2,776			76,506
Comfort Systems U.S.A., Inc.		7,323			141,993
Dycom Industries, Inc.*		6,391			177,606
EMCOR Group, Inc.		13,091			555,582
Furmanite Corp.*		7,156			75,997
Granite Construction, Inc.		7,568			264,729
Great Lakes Dredge & Dock Co.*		11,549			106,251
Layne Christensen Co.*		3,824			65,314
MasTec, Inc.* (a)		11,667			381,744
MYR Group, Inc.*		4,077			102,251
Northwest Pipe Co.*		1,811			68,383
Orion Marine Group, Inc.*		5,155			62,015
Pike Corp.*		5,160			54,541
Primoris Services Corp.		6,846			213,116
Sterling Construction Co., Inc.*		3,044			35,706
Tutor Perini Corp.*		7,266			191,096
					2,776,297
Electrical Equipment 1.5%
Acuity Brands, Inc. (a)		8,388			916,976
American Superconductor Corp.* (a)		10,583			17,356
AZZ, Inc.		4,965			242,590
Brady Corp. "A"		9,026			279,174
Capstone Turbine Corp.* (a)		60,560			78,122
Coleman Cable, Inc.		1,821			47,747
Encore Wire Corp.		4,010			217,342
EnerSys (a)		9,406			659,267
Enphase Energy, Inc.* (a)		3,166			20,072
Franklin Electric Co., Inc.		9,306			415,420
FuelCell Energy, Inc.* (a)		30,446			42,929
Generac Holdings, Inc.		10,058			569,685
General Cable Corp. (a)		9,722			285,924
Global Power Equipment Group, Inc.		3,263			63,857
GrafTech International Ltd.* (a)		22,784			255,864
II-VI, Inc.*		9,860			173,536
LSI Industries, Inc.		4,009			34,758
	Shares			Value ($)
Polypore International, Inc.* (a)		9,159			356,285
Powell Industries, Inc.		1,828			122,458
Power Solutions International, Inc.*		397			29,815
PowerSecure International, Inc.*		4,222			72,492
Preformed Line Products Co.		538			39,360
Revolution Lighting Technologies, Inc.*		5,894			20,187
Thermon Group Holdings, Inc.* (a)		5,213			142,471
Vicor Corp.*		3,660			49,117
					5,152,804
Industrial Conglomerates 0.1%
Raven Industries, Inc.		7,104			292,259
Machinery 3.2%
Accuride Corp.*		7,953			29,665
Actuant Corp. "A"		14,357			526,040
Alamo Group, Inc.		1,352			82,053
Albany International Corp. "A"		5,478			196,825
Altra Industrial Motion Corp.		5,217			178,526
American Railcar Industries, Inc. (a)		1,823			83,402
Ampco-Pittsburgh Corp.		1,668			32,443
Astec Industries, Inc.		3,951			152,627
Barnes Group, Inc.		10,541			403,826
Blount International, Inc.*		9,628			139,317
Briggs & Stratton Corp. (a)		9,342			203,282
Chart Industries, Inc.*		5,929			567,050
CIRCOR International, Inc.		3,464			279,822
CLARCOR, Inc.		9,767			628,506
Columbus McKinnon Corp.*		3,774			102,426
Commercial Vehicle Group, Inc.*		4,850			35,259
Douglas Dynamics, Inc.		4,227			71,098
Dynamic Materials Corp.		2,615			56,850
Energy Recovery, Inc.*		8,921			49,601
EnPro Industries, Inc.*		4,042			233,021
ESCO Technologies, Inc.		5,106			174,932
Federal Signal Corp.*		12,186			178,525
Flow International Corp.*		9,448			38,170
FreightCar America, Inc.		2,289			60,933
Global Brass & Copper Holdings, Inc.		1,590			26,314
Gorman-Rupp Co.		3,723			124,443
Graham Corp.		1,988			72,145
Greenbrier Companies, Inc.*		4,778			156,910
Hardinge, Inc.		2,192			31,718
Hurco Companies, Inc.		1,321			33,038
Hyster-Yale Materials Handling, Inc.		2,038			189,860
John Bean Technologies Corp.		5,747			168,559
Kadant, Inc.		2,227			90,238
L.B. Foster Co. "A"		2,020			95,526
Lindsay Corp. (a)		2,491			206,130
Lydall, Inc.*		3,455			60,877
Manitex International, Inc.*		2,802			44,496
Meritor, Inc.*		18,764			195,709
Middleby Corp.*		3,679			882,850
Miller Industries, Inc.		2,280			42,476
Mueller Industries, Inc.		5,508			347,059
Mueller Water Products, Inc. "A"		30,846			289,027
NN, Inc.		3,286			66,344
Omega Flex, Inc.		649			13,279
PMFG, Inc.*		3,772			34,137
Proto Labs, Inc.* (a)		3,321			236,389
RBC Bearings, Inc.*		4,498			318,233
Rexnord Corp.*		5,927			160,088
Standex International Corp.		2,443			153,616
	Shares			Value ($)
Sun Hydraulics Corp.		4,181			170,710
Tecumseh Products Co. "A"*		3,678			33,286
Tennant Co.		3,578			242,624
The ExOne Co.* (a)		1,254			75,817
Titan International, Inc. (a)		10,355			186,183
TriMas Corp.*		8,828			352,149
Twin Disc, Inc.		1,581			40,932
Wabash National Corp.*		13,429			165,848
Watts Water Technologies, Inc. "A"		5,593			346,039
Woodward, Inc.		13,403			611,311
Xerium Technologies, Inc.*		2,169			35,767
					10,804,326
Marine 0.1%
International Shipholding Corp.		1,157			34,132
Matson, Inc.		8,293			216,530
Ultrapetrol Bahamas Ltd.*		4,216			15,768
					266,430
Professional Services 1.4%
Acacia Research Corp. (a)		9,783			142,245
Barrett Business Services, Inc.		1,370			127,054
CBIZ, Inc.* (a)		6,931			63,211
CDI Corp.		2,751			50,976
Corporate Executive Board Co.		6,605			511,425
CRA International, Inc.*		2,038			40,352
Exponent, Inc.		2,554			197,782
Franklin Covey Co.*		1,769			35,168
FTI Consulting, Inc.*		7,877			324,060
GP Strategies Corp.*		2,836			84,484
Heidrick & Struggles International, Inc.		3,432			69,120
Huron Consulting Group, Inc.*		4,512			282,993
ICF International, Inc.*		3,917			135,959
Insperity, Inc.		4,460			161,140
Kelly Services, Inc. "A"		5,284			131,783
Kforce, Inc.		5,372			109,911
Korn/Ferry International*		9,531			248,950
Mistras Group, Inc.*		3,217			67,171
Navigant Consulting, Inc.*		9,994			191,885
Odyssey Marine Exploration, Inc.*		16,006			32,332
On Assignment, Inc.*		8,940			312,185
Pendrell Corp.*		32,569			65,464
Resources Connection, Inc.		8,071			115,657
RPX Corp.*		6,442			108,870
The Advisory Board Co.* (a)		6,908			439,832
TrueBlue, Inc.*		7,876			203,043
VSE Corp.		790			37,928
WageWorks, Inc.*		4,881			290,126
					4,581,106
Road & Rail 0.5%
Arkansas Best Corp.		4,965			167,221
Celadon Group, Inc.		3,901			75,991
Heartland Express, Inc.		8,899			174,598
Knight Transportation, Inc.		11,593			212,616
Marten Transport Ltd.		4,453			89,906
Patriot Transportation Holding, Inc.*		1,282			53,216
Quality Distribution, Inc.*		4,104			52,654
Roadrunner Transportation Systems, Inc.*		3,690			99,446
Saia, Inc.*		4,753			152,334
Swift Transportation Co.* (a)		16,462			365,621
Universal Truckload Services, Inc.		996			30,388
	Shares			Value ($)
Werner Enterprises, Inc. (a)		8,907			220,270
YRC Worldwide, Inc.* (a)		2,160			37,519
					1,731,780
Trading Companies & Distributors 1.0%
Aceto Corp.		5,416			135,454
Aircastle Ltd.		13,341			255,614
Applied Industrial Technologies, Inc.		8,287			406,809
Beacon Roofing Supply, Inc.*		9,534			384,030
BlueLinx Holdings, Inc.*		7,130			13,904
CAI International, Inc.*		3,405			80,256
DXP Enterprises, Inc.*		1,839			211,853
H&E Equipment Services, Inc.*		5,797			171,765
Houston Wire & Cable Co.		3,672			49,131
Kaman Corp.		5,298			210,490
Rush Enterprises, Inc. "A"*		6,790			201,323
Stock Building Supply Holdings, Inc.*		1,525			27,785
TAL International Group, Inc. (a)		6,635			380,517
Textainer Group Holdings Ltd. (a)		4,105			165,103
Titan Machinery, Inc.* (a)		3,190			56,846
Watsco, Inc.		5,039			484,046
					3,234,926
Transportation Infrastructure 0.1%
Wesco Aircraft Holdings, Inc.*		7,953			174,330
Information Technology 17.3%
Communications Equipment 1.7%
ADTRAN, Inc. (a)		11,598			313,262
Alliance Fiber Optic Products, Inc.		2,288			34,434
Anaren, Inc.*		2,303			64,461
Applied Optoelectronics, Inc.*		804			12,068
Arris Group, Inc.*		22,679			552,574
Aruba Networks, Inc.*		22,376			400,530
Aviat Networks, Inc.*		12,901			29,156
Bel Fuse, Inc. "B"		1,836			39,125
Black Box Corp.		3,116			92,857
CalAmp Corp.*		6,834			191,147
Calix, Inc.*		7,725			74,469
Ciena Corp.* (a)		19,744			472,474
Comtech Telecommunications Corp.		3,330			104,962
Digi International, Inc.*		5,104			61,861
Emulex Corp.*		15,721			112,562
Extreme Networks, Inc.*		18,137			126,959
Finisar Corp.* (a)		18,277			437,186
Harmonic, Inc.*		20,119			148,478
Infinera Corp.* (a)		22,858			223,551
InterDigital, Inc. (a)		8,032			236,864
Ixia*		10,845			144,347
KVH Industries, Inc.*		2,910			37,917
NETGEAR, Inc.*		7,503			247,149
NumereX Corp. "A"*		2,771			35,884
Oplink Communications, Inc.*		3,840			71,424
ParkerVision, Inc.* (a)		17,729			80,667
PC-Tel, Inc.		3,371			32,261
Plantronics, Inc.		8,500			394,825
Procera Networks, Inc.* (a)		4,029			60,516
Ruckus Wireless, Inc.*		9,031			128,240
ShoreTel, Inc.*		11,685			108,437
Sonus Networks, Inc.*		42,174			132,848
TESSCO Technologies, Inc.		1,023			41,247
Ubiquiti Networks, Inc.* (a)		2,430			111,683
ViaSat, Inc.*		7,712			483,157
	Shares			Value ($)
Westell Technologies, Inc. "A"*		9,080			36,774
					5,876,356
Computers & Peripherals 0.4%
Avid Technology, Inc.*		5,974			48,688
Cray, Inc.*		7,647			209,987
Datalink Corp.*		3,701			40,341
Electronics for Imaging, Inc.*		9,108			352,753
Fusion-io, Inc.* (a)		15,951			142,123
Hutchinson Technology, Inc.*		4,651			14,883
Imation Corp.*		6,407			29,985
Immersion Corp.*		5,369			55,730
QLogic Corp.*		17,272			204,328
Quantum Corp.*		42,116			50,539
Silicon Graphics International Corp.* (a)		6,646			89,123
Super Micro Computer, Inc.*		6,104			104,745
Violin Memory, Inc.*		3,639			14,410
					1,357,635
Electronic Equipment, Instruments & Components 2.7%
Aeroflex Holding Corp.*		4,188			27,222
Agilysys, Inc.*		2,773			38,600
Anixter International, Inc.		5,310			477,050
Audience, Inc.*		1,911			22,244
Badger Meter, Inc.		2,843			154,943
Belden, Inc.		8,628			607,843
Benchmark Electronics, Inc.*		10,605			244,763
Checkpoint Systems, Inc.*		8,143			128,415
Cognex Corp.		16,981			648,335
Coherent, Inc.*		4,774			355,138
Control4 Corp.*		864			15,293
CTS Corp.		6,667			132,740
Daktronics, Inc.		7,031			110,246
DTS, Inc.*		3,554			85,225
Electro Rent Corp.		3,728			69,042
Electro Scientific Industries, Inc.		4,754			49,727
Fabrinet*		5,635			115,856
FARO Technologies, Inc.*		3,330			194,139
FEI Co.		8,191			731,948
GSI Group, Inc.*		5,874			66,024
Insight Enterprises, Inc.*		8,423			191,286
InvenSense, Inc.* (a)		10,999			228,559
Itron, Inc.* (a)		7,740			320,668
KEMET Corp.*		8,423			47,506
Littelfuse, Inc.		4,332			402,573
Maxwell Technologies, Inc.*		5,928			46,061
Measurement Specialties, Inc.*		3,045			184,801
Mercury Systems, Inc.*		6,388			69,949
Mesa Laboratories, Inc.		490			38,504
Methode Electronics, Inc.		7,305			249,758
MTS Systems Corp. (a)		3,071			218,809
Multi-Fineline Electronix, Inc.*		1,576			21,891
Neonode, Inc.* (a)		5,636			35,619
Newport Corp.*		7,731			139,699
OSI Systems, Inc.*		3,870			205,536
Park Electrochemical Corp.		4,107			117,953
PC Connection, Inc.		1,749			43,463
Plexus Corp.*		6,662			288,398
RadiSys Corp.*		4,981			11,406
RealD, Inc.*		7,996			68,286
Richardson Electronics Ltd.		2,102			23,879
Rofin-Sinar Technologies, Inc.*		5,602			151,366
Rogers Corp.*		3,336			205,164
Sanmina Corp.* (a)		16,115			269,120
	Shares			Value ($)
ScanSource, Inc.*		5,397			228,995
Speed Commerce, Inc.*		9,156			42,758
SYNNEX Corp.*		5,170			348,458
TTM Technologies, Inc.*		10,487			89,978
Uni-pixel, Inc.* (a)		2,010			20,120
Universal Display Corp.*		7,852			269,795
Viasystems Group, Inc.*		653			8,933
Vishay Precision Group, Inc.*		2,302			34,277
Zygo Corp.*		3,334			49,276
					8,947,637
Internet Software & Services 3.0%
Angie's List, Inc.* (a)		8,406			127,351
Bankrate, Inc.* (a)		9,059			162,519
Bazaarvoice, Inc.* (a)		9,558			75,699
Benefitfocus, Inc.*		992			57,278
Blucora, Inc.*		8,008			233,513
Brightcove, Inc.*		5,590			79,043
Carbonite, Inc.*		2,457			29,066
ChannelAdvisor Corp.*		1,180			49,218
Chegg, Inc.*		2,926			24,900
comScore, Inc.*		6,917			197,895
Constant Contact, Inc.*		6,060			188,284
Cornerstone OnDemand, Inc.*		7,844			418,399
CoStar Group, Inc.*		5,583			1,030,510
Cvent, Inc.*		1,250			45,488
Dealertrack Technologies, Inc.*		8,495			408,440
Demand Media, Inc.*		7,184			41,452
Demandware, Inc.*		3,610			231,473
Dice Holdings, Inc.*		7,341			53,222
Digital River, Inc.*		6,504			120,324
E2open, Inc.* (a)		2,934			70,152
EarthLink, Inc.		20,485			103,859
eGain Corp.*		2,595			26,573
Endurance International Group Holdings, Inc.*		4,255			60,336
Envestnet, Inc.*		4,361			175,748
Global Eagle Entertainment, Inc.*		4,270			63,495
Gogo, Inc.* (a)		2,144			53,193
Internap Network Services Corp.* (a)		10,199			76,697
Intralinks Holdings, Inc.*		7,345			88,948
j2 Global, Inc. (a)		8,935			446,839
Limelight Networks, Inc.*		10,548			20,885
Liquidity Services, Inc.* (a)		4,860			110,128
LivePerson, Inc.*		10,720			158,870
LogMeIn, Inc.*		4,681			157,048
Marchex, Inc. "B"		4,505			38,968
Marin Software, Inc.*		1,818			18,616
Marketo, Inc.*		1,385			51,342
Millennial Media, Inc.* (a)		7,014			50,992
Monster Worldwide, Inc.*		20,498			146,151
Move, Inc.*		7,926			126,737
Net Element International*		450			1,967
NIC, Inc.		12,672			315,153
OpenTable, Inc.* (a)		4,456			353,673
Perficient, Inc.*		6,598			154,525
QuinStreet, Inc.*		5,980			51,966
RealNetworks, Inc.*		4,458			33,658
Reis, Inc.*		1,657			31,864
Responsys, Inc.*		7,163			196,338
Rocket Fuel, Inc.*		962			59,153
SciQuest, Inc.*		4,521			128,758
Shutterstock, Inc.*		1,475			123,354
	Shares			Value ($)
Spark Networks, Inc.*		3,483			21,455
SPS Commerce, Inc.*		3,131			204,454
Stamps.com, Inc.*		2,598			109,376
Support.com, Inc.*		10,086			38,226
TechTarget, Inc.*		2,200			15,092
Textura Corp.*		1,029			30,808
Travelzoo, Inc.*		1,549			33,025
Tremor Video, Inc.*		1,420			8,236
Trulia, Inc.* (a)		5,352			188,765
United Online, Inc.		2,611			35,927
Unwired Planet, Inc.*		20,021			27,629
ValueClick, Inc.* (a)		13,056			305,119
VistaPrint NV* (a)		6,386			363,044
Vocus, Inc.*		3,743			42,633
Web.com Group, Inc.* (a)		8,165			259,565
WebMD Health Corp.*		5,560			219,620
Wix.com Ltd.*		1,624			43,604
XO Group, Inc.*		5,319			79,040
Xoom Corp.*		1,655			45,297
Yelp, Inc.*		6,351			437,902
YuMe, Inc.*		996			7,420
Zillow, Inc. "A"* (a)		4,556			372,362
Zix Corp.*		11,797			53,794
					10,012,453
IT Services 2.2%
Acxiom Corp.*		14,392			532,216
Blackhawk Network Holdings, Inc.*		2,282			57,643
CACI International, Inc. "A"*		4,518			330,808
Cardtronics, Inc.*		8,782			381,578
Cass Information Systems, Inc.		1,995			134,363
CIBER, Inc.*		14,666			60,717
Computer Task Group, Inc. (a)		3,145			59,440
Convergys Corp.		20,575			433,104
CSG Systems International, Inc.		6,709			197,245
EPAM Systems, Inc.*		4,208			147,028
Euronet Worldwide, Inc.*		9,751			466,585
EVERTEC, Inc.		5,868			144,705
Exlservice Holdings, Inc.*		6,302			174,061
Forrester Research, Inc.		2,499			95,612
Global Cash Access Holdings, Inc.*		12,956			129,430
Heartland Payment Systems, Inc. (a)		7,109			354,313
Higher One Holdings Inc.*		6,225			60,756
iGATE Corp.*		6,850			275,096
Lionbridge Technologies, Inc.*		11,505			68,570
Luxoft Holding, Inc.*		901			34,220
ManTech International Corp. "A" (a)		4,686			140,252
MAXIMUS, Inc.		13,360			587,706
ModusLink Global Solutions, Inc.*		7,578			43,422
MoneyGram International, Inc.*		4,106			85,323
Planet Payment, Inc.*		8,412			23,385
PRGX Global, Inc.*		5,691			38,244
Sapient Corp.*		21,580			374,629
ServiceSource International, Inc.*		12,147			101,792
Sykes Enterprises, Inc.*		7,639			166,607
Syntel, Inc.		3,012			273,941
TeleTech Holdings, Inc.*		3,957			94,731
The Hackett Group, Inc.		5,345			33,192
Unisys Corp.*		8,617			289,273
Virtusa Corp.*		4,061			154,683
WEX, Inc.*		7,589			751,539
					7,296,209
	Shares			Value ($)
Semiconductors & Semiconductor Equipment 3.2%
Advanced Energy Industries, Inc.*		7,572			173,096
Alpha & Omega Semiconductor Ltd.*		3,166			24,410
Ambarella, Inc.*		3,682			124,930
Amkor Technology, Inc.* (a)		13,796			84,570
ANADIGICS, Inc.*		16,413			30,200
Applied Micro Circuits Corp.*		14,366			192,217
ATMI, Inc.*		6,317			190,837
Axcelis Technologies, Inc.*		20,589			50,237
Brooks Automation, Inc.		13,127			137,702
Cabot Microelectronics Corp.*		4,503			205,787
Cavium, Inc.* (a)		10,085			348,033
CEVA, Inc.*		4,407			67,075
Cirrus Logic, Inc.* (a)		12,354			252,392
Cohu, Inc.		5,017			52,679
Cypress Semiconductor Corp. (a)		28,750			301,875
Diodes, Inc.*		6,918			162,988
DSP Group, Inc.*		3,673			35,665
Entegris, Inc.*		27,223			315,787
Entropic Communications, Inc.*		17,017			80,150
Exar Corp.*		7,632			89,981
FormFactor, Inc.*		10,732			64,607
GSI Technology, Inc.*		3,712			24,648
GT Advanced Technologies, Inc.* (a)		26,246			228,865
Hittite Microwave Corp.*		6,175			381,183
Inphi Corp.*		5,182			66,848
Integrated Device Technology, Inc.*		25,701			261,893
Integrated Silicon Solution, Inc.*		5,357			64,766
Intermolecular, Inc.*		3,707			18,238
International Rectifier Corp.*		13,581			354,057
Intersil Corp. "A"		24,820			284,685
IXYS Corp.		4,929			63,929
Kopin Corp.*		13,539			57,135
Lattice Semiconductor Corp.*		22,973			126,581
LTX-Credence Corp.*		9,103			72,733
MA-COM Technology Solutions Holdings, Inc.*		2,080			35,339
MaxLinear, Inc. "A"*		4,830			50,377
Micrel, Inc.		9,198			90,784
Microsemi Corp.*		18,219			454,564
MKS Instruments, Inc.		10,358			310,119
Monolithic Power Systems, Inc.*		7,159			248,131
MoSys, Inc.*		9,319			51,441
Nanometrics, Inc.*		4,501			85,744
NeoPhotonics Corp.*		4,260			30,076
NVE Corp.*		983			57,289
OmniVision Technologies, Inc.*		10,467			180,032
PDF Solutions, Inc.*		4,870			124,769
Peregrine Semiconductor Corp.* (a)		5,252			38,917
Pericom Semiconductor Corp.*		4,300			38,098
Photronics, Inc.*		11,819			106,726
PLX Technology, Inc.*		8,705			57,279
PMC-Sierra, Inc.*		39,801			255,920
Power Integrations, Inc.		5,627			314,099
Rambus, Inc.*		21,789			206,342
RF Micro Devices, Inc.*		55,090			284,264
Rubicon Technology, Inc.* (a)		3,431			34,139
Rudolph Technologies, Inc.*		6,572			77,155
Semtech Corp.*		13,172			332,988
Sigma Designs, Inc.*		6,431			30,354
Silicon Image, Inc.*		15,312			94,169
	Shares			Value ($)
Spansion, Inc. "A"*		9,389			130,413
SunEdison, Inc.*		52,118			680,140
SunPower Corp.* (a)		8,021			239,106
Supertex, Inc.*		1,869			46,819
Synaptics, Inc.* (a)		6,357			329,356
Tessera Technologies, Inc.		10,189			200,825
TriQuint Semiconductor, Inc.*		31,875			265,838
Ultra Clean Holdings*		4,711			47,251
Ultratech, Inc.* (a)		5,364			155,556
Veeco Instruments, Inc.* (a)		7,629			251,070
					10,926,268
Software 4.1%
Accelrys, Inc.*		10,665			101,744
ACI Worldwide, Inc.*		7,757			504,205
Actuate Corp.*		9,194			70,886
Advent Software, Inc.		6,341			221,872
American Software, Inc. "A"		4,570			45,106
Aspen Technology, Inc.*		18,343			766,737
AVG Technologies NV* (a)		4,763			81,971
Barracuda Networks, Inc.* (a)		811			32,180
Blackbaud, Inc.		8,942			336,666
Bottomline Technologies de, Inc.* (a)		7,367			266,391
BroadSoft, Inc.*		5,510			150,643
Callidus Software*		7,900			108,467
CommVault Systems, Inc.*		9,093			680,884
Comverse, Inc.*		4,330			168,004
Covisint Corp.*		1,420			17,821
Cyan, Inc.*		1,569			8,300
Digimarc Corp.		1,234			23,767
Ebix, Inc. (a)		5,936			87,378
Ellie Mae, Inc.*		5,133			137,924
EPIQ Systems, Inc.		6,092			98,751
ePlus, Inc.*		770			43,767
Fair Isaac Corp.		6,980			438,623
FleetMatics Group PLC* (a)		3,399			147,007
Gigamon, Inc.*		1,519			42,654
Glu Mobile, Inc.* (a)		13,116			51,021
Guidance Software, Inc.*		3,374			34,077
Guidewire Software, Inc.*		9,509			466,607
Imperva, Inc.*		3,907			188,044
Infoblox, Inc.*		10,360			342,087
Interactive Intelligence Group*		3,037			204,572
Jive Software, Inc.*		7,876			88,605
Manhattan Associates, Inc.*		3,823			449,126
Mavenir Systems, Inc.*		1,098			12,254
Mentor Graphics Corp.		18,691			449,892
MicroStrategy, Inc. "A"*		1,765			219,284
Mitek Systems, Inc.* (a)		4,453			26,451
Model N, Inc.*		1,613			19,017
Monotype Imaging Holdings, Inc.		7,473			238,090
NetScout Systems, Inc.*		7,022			207,781
Pegasystems, Inc.		3,409			167,655
Progress Software Corp.*		10,171			262,717
Proofpoint, Inc.*		4,516			149,796
PROS Holdings, Inc.*		4,390			175,161
PTC, Inc.*		23,397			828,020
QAD, Inc. "A"		1,000			17,660
Qlik Technologies, Inc.*		16,954			451,485
Qualys, Inc.*		2,961			68,429
Rally Software Development Corp.*		1,371			26,666
RealPage, Inc.*		9,031			211,145
	Shares			Value ($)
Rosetta Stone, Inc.*		2,371			28,974
Sapiens International Corp.		3,817			29,429
SeaChange International, Inc.*		6,507			79,125
Silver Spring Networks, Inc.*		1,174			24,654
SS&C Technologies Holdings, Inc.*		11,340			501,908
Synchronoss Technologies, Inc.* (a)		5,623			174,707
Take-Two Interactive Software, Inc.*		15,816			274,724
Tangoe, Inc.* (a)		6,043			108,834
TeleCommunication Systems, Inc. "A"*		9,403			21,815
TeleNav, Inc.*		3,448			22,722
TiVo, Inc.*		24,811			325,520
Tyler Technologies, Inc.*		6,172			630,346
Ultimate Software Group, Inc.*		5,414			829,533
VASCO Data Security International, Inc.*		5,926			45,808
Verint Systems, Inc.*		10,333			443,699
Virnetx Holding Corp.* (a)		8,118			157,570
Vringo, Inc.*		13,300			39,368
					13,676,126
Materials 4.8%
Chemicals 2.3%
A. Schulman, Inc.		5,706			201,194
Advanced Emissions Solutions, Inc.*		2,107			114,263
American Pacific Corp.*		1,177			43,855
American Vanguard Corp.		5,522			134,129
Arabian American Development Co.*		3,844			48,242
Axiall Corp.		13,651			647,603
Balchem Corp.		5,814			341,282
Calgon Carbon Corp.*		10,517			216,335
Chase Corp.		1,183			41,760
Chemtura Corp.*		19,155			534,808
Ferro Corp.*		14,024			179,928
Flotek Industries, Inc.*		9,233			185,306
FutureFuel Corp.		4,315			68,177
GSE Holding, Inc.*		1,707			3,534
H.B. Fuller Co.		9,891			514,728
Hawkins, Inc.		1,894			70,438
Innophos Holdings, Inc.		4,262			207,133
Innospec, Inc.		4,631			214,045
Intrepid Potash, Inc.* (a)		10,547			167,064
KMG Chemicals, Inc.		1,605			27,108
Koppers Holdings, Inc.		4,103			187,712
Kraton Performance Polymers, Inc.*		6,394			147,382
Landec Corp.*		5,169			62,648
LSB Industries, Inc.*		3,701			151,815
Marrone Bio Innovations, Inc.*		1,052			18,705
Minerals Technologies, Inc.		6,840			410,879
Olin Corp. (a)		15,734			453,926
OM Group, Inc.*		6,215			226,288
Omnova Solutions, Inc.*		9,068			82,609
Penford Corp.*		1,912			24,569
PolyOne Corp.		19,440			687,204
Quaker Chemical Corp.		2,574			198,378
Sensient Technologies Corp.		9,839			477,388
Stepan Co.		3,684			241,781
Taminco Corp.*		3,139			63,439
Tredegar Corp.		4,895			141,025
Zep, Inc.		4,537			82,392
	Shares			Value ($)
Zoltek Companies, Inc.*		5,266			88,206
					7,707,278
Construction Materials 0.2%
Headwaters, Inc.*		14,406			141,035
Texas Industries, Inc.* (a)		4,255			292,659
U.S. Concrete, Inc.*		2,684			60,739
United States Lime & Minerals, Inc.*		377			23,061
					517,494
Containers & Packaging 0.2%
AEP Industries, Inc.*		840			44,377
Berry Plastics Group, Inc.*		10,787			256,623
Graphic Packaging Holding Co.*		38,649			371,030
Myers Industries, Inc.		5,593			118,124
UFP Technologies, Inc.*		991			24,993
					815,147
Metals & Mining 1.4%
A.M. Castle & Co.*		3,320			49,036
AK Steel Holding Corp.* (a)		26,453			216,915
Allied Nevada Gold Corp.* (a)		20,655			73,325
AMCOL International Corp.		5,379			182,778
Century Aluminum Co.*		10,173			106,410
Coeur Mining, Inc.*		19,683			213,561
Commercial Metals Co.		22,920			465,964
General Moly, Inc.*		10,920			14,633
Globe Specialty Metals, Inc.		12,634			227,538
Gold Resource Corp.		6,820			30,895
Handy & Harman Ltd.*		1,068			25,856
Haynes International, Inc.		2,451			135,393
Hecla Mining Co. (a)		64,307			198,066
Horsehead Holding Corp.*		9,911			160,657
Kaiser Aluminum Corp.		3,697			259,677
Materion Corp.		4,054			125,066
Midway Gold Corp.*		25,064			20,302
Molycorp, Inc.* (a)		29,334			164,857
Noranda Aluminum Holding Corp.		6,656			21,898
Olympic Steel, Inc.		1,750			50,715
Paramount Gold and Silver Corp.* (a)		26,585			24,772
RTI International Metals, Inc.*		6,085			208,168
Schnitzer Steel Industries, Inc. "A" (a)		4,982			162,762
Stillwater Mining Co.* (a)		22,930			282,956
SunCoke Energy, Inc.*		13,694			312,360
U.S. Silica Holdings, Inc. (a)		4,111			140,226
Universal Stainless & Alloy Products, Inc.*		1,376			49,619
Walter Energy, Inc. (a)		12,103			201,273
Worthington Industries, Inc.		10,363			436,075
					4,561,753
Paper & Forest Products 0.7%
Boise Cascade Co.*		2,418			71,283
Clearwater Paper Corp.*		4,111			215,827
Deltic Timber Corp.		2,188			148,653
KapStone Paper & Packaging Corp.*		8,013			447,606
Louisiana-Pacific Corp.*		27,169			502,898
Neenah Paper, Inc.		3,127			133,742
P.H. Glatfelter Co.		8,359			231,043
Resolute Forest Products* (a)		13,547			217,023
Schweitzer-Mauduit International, Inc.		6,167			317,415
	Shares			Value ($)
Wausau Paper Corp.		9,821			124,530
					2,410,020
Telecommunication Services 0.7%
Diversified Telecommunication Services 0.5%
8x8, Inc.*		17,072			173,452
Atlantic Tele-Network, Inc.		1,820			102,957
Cbeyond, Inc.*		5,556			38,336
Cincinnati Bell, Inc.*		40,631			144,646
Cogent Communications Group, Inc.		9,259			374,156
Consolidated Communications Holdings, Inc. (a)		7,851			154,115
FairPoint Communications, Inc.* (a)		4,037			45,659
General Communication, Inc. "A"*		6,242			69,598
Hawaiian Telcom Holdco, Inc.*		2,028			59,562
HickoryTech Corp.		2,747			35,244
IDT Corp. "B"		3,078			55,004
inContact, Inc.*		10,622			82,958
Inteliquent, Inc.		6,191			70,701
Iridium Communications, Inc.* (a)		12,772			79,953
Lumos Networks Corp.		2,959			62,139
magicJack VocalTec Ltd.*		3,691			43,997
Orbcomm, Inc.*		7,300			46,282
Premiere Global Services, Inc.*		9,571			110,928
Straight Path Communications, Inc. "B"*		1,539			12,604
Towerstream Corp.*		13,159			38,951
Vonage Holdings Corp.*		30,943			103,040
					1,904,282
Wireless Telecommunication Services 0.2%
Boingo Wireless, Inc.*		3,433			22,005
Leap Wireless International, Inc.*		10,664			185,554
NII Holdings, Inc.* (a)		34,213			94,086
NTELOS Holdings Corp.		2,914			58,950
RingCentral, Inc. "A"*		1,686			30,972
Shenandoah Telecommunications Co.		4,657			119,545
U.S.A. Mobility, Inc.		4,177			59,648
					570,760
Utilities 2.9%
Electric Utilities 1.3%
ALLETE, Inc.		7,776			387,867
Cleco Corp.		11,797			549,976
El Paso Electric Co.		7,845			275,438
Empire District Electric Co.		8,418			191,004
IDACORP, Inc.		9,793			507,669
MGE Energy, Inc.		4,491			260,029
NRG Yield, Inc. "A"		4,464			178,605
Otter Tail Corp.		7,019			205,446
PNM Resources, Inc.		15,623			376,827
Portland General Electric Co. (a)		14,734			444,967
UIL Holdings Corp.		10,999			426,211
Unitil Corp.		2,761			84,183
UNS Energy Corp.		8,114			485,623
					4,373,845
Gas Utilities 0.8%
Chesapeake Utilities Corp.		1,847			110,857
Delta Natural Gas Co., Inc.		1,247			27,908
New Jersey Resources Corp.		8,198			379,076
Northwest Natural Gas Co. (a)		5,249			224,762
Piedmont Natural Gas Co., Inc. (a)		14,741			488,812
South Jersey Industries, Inc.		6,274			351,093
	Shares			Value ($)
Southwest Gas Corp.		9,121			509,955
The Laclede Group, Inc.		6,430			292,822
WGL Holdings, Inc.		10,058			402,923
					2,788,208
Independent Power Producers & Energy Traders 0.2%
Atlantic Power Corp. (a)		23,408			81,460
Dynegy, Inc.* (a)		19,663			423,148
Genie Energy Ltd. "B"*		2,528			25,811
Ormat Technologies, Inc.		3,465			94,282
Pattern Energy Group, Inc.		3,612			109,480
					734,181
Multi-Utilities 0.3%
Avista Corp.		11,737			330,866
Black Hills Corp.		8,744			459,148
NorthWestern Corp.		7,382			319,788
					1,109,802
Water Utilities 0.3%
American States Water Co.		7,575			217,630
Artesian Resources Corp. "A"		1,483			34,035
California Water Service Group		9,393			216,696
Connecticut Water Service, Inc.		2,090			74,216
Consolidated Water Co., Ltd.		2,749			38,761
Middlesex Water Co.		3,152			66,003
Pure Cycle Corp.*		3,428			21,699
SJW Corp.		2,955			88,029
York Water Co.		2,597			54,355
					811,424
Total Common Stocks (Cost $227,053,007)					326,212,533
Rights 0.0%
Energy 0.0%
EXCO Resources, Inc., Expiration Date 1/9/2014* (a)		25,991			4,159
Health Care 0.0%
Cubist Pharmaceuticals, Inc., Expiration Date 12/31/2016*		9,453			12,761
Total Rights (Cost $21,009)					16,920
	Shares			Value ($)
Warrants 0.0%
Energy 0.0%
Magnum Hunter Resources Corp., Expiration Date 4/15/2016*		3,420			5,785
Financials 0.0%
Tejon Ranch Co., Expiration Date 8/31/2016*		403			2,156
Total Warrants (Cost $2,752)					7,941

	Principal Amount ($)		Value ($)
Government & Agency Obligation 0.4%
U.S. Treasury Obligation
U.S. Treasury Bill, 0.05%**, 4/10/2014 (b) (Cost $1,334,816)		1,335,000		1,334,828

	Shares		Value ($)
Securities Lending Collateral 18.7%
Daily Assets Fund Institutional, 0.08% (c) (d) (Cost $62,770,694)		62,770,694		62,770,694
Cash Equivalents 1.6%
Central Cash Management Fund, 0.05% (c) (Cost $5,475,071)		5,475,071		5,475,071

	% of Net Assets			Value ($)
Total Investment Portfolio (Cost $296,657,349)†		117.8			395,817,987
Other Assets and Liabilities, Net		(17.8	)		(59,847,508	)
Net Assets		100.0			335,970,479

* Non-income producing security.

** Annualized yield at time of purchase; not a coupon rate.

† The cost for federal income tax purposes was $300,623,699. At December 31, 2013, net unrealized appreciation for all securities based on tax cost was $95,194,288. This consisted of aggregate gross unrealized appreciation for all securities in which there was an excess of value over tax cost of $119,019,395 and aggregate gross unrealized depreciation for all securities in which there was an excess of tax cost over value of $23,825,107.

(a) All or a portion of these securities were on loan (see Notes to Financial Statements). The value of all securities loaned at December 31, 2013 amounted to $61,220,885, which is 18.2% of net assets.

(b) At December 31, 2013, this security has been pledged, in whole or in part, to cover initial margin requirements for open futures contracts.

(c) Affiliated fund managed by Deutsche Investment Management Americas Inc. The rate shown is the annualized seven-day yield at period end.

(d) Represents collateral held in connection with securities lending. Income earned by the Fund is net of borrower rebates.

REIT: Real Estate Investment Trust

At December 31, 2013, open futures contracts purchased were as follows:

Futures	Currency	Expiration Date	Contracts		Notional Value ($)		Unrealized Appreciation ($)
Russell E Mini 2000 Index	USD	3/21/2014		62		7,200,680		291,739

Currency Abbreviation

USD United States Dollar

For information on the Fund's policy and additional disclosures regarding futures contracts, please refer to Note B in the accompanying Notes to Financial Statements.

Fair Value Measurements

Various inputs are used in determining the value of the Fund's investments. These inputs are summarized in three broad levels. Level 1 includes quoted prices in active markets for identical securities. Level 2 includes other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds and credit risk). Level 3 includes significant unobservable inputs (including the Fund's own assumptions in determining the fair value of investments). The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities.

The following is a summary of the inputs used as of December 31, 2013 in valuing the Fund's investments. For information on the Fund's policy regarding the valuation of investments, please refer to the Security Valuation section of Note A in the accompanying Notes to Financial Statements.

Assets	Level 1		Level 2		Level 3		Total
Common Stocks (e)	$	326,202,495	$	10,038	$	—	$	326,212,533
Rights (e)		16,920		—		—		16,920
Warrants		2,156		—		5,785		7,941
Government & Agency Obligations		—		1,334,828		—		1,334,828
Short-Term Investments (e)		68,245,765		—		—		68,245,765
Derivatives (f) Futures Contracts		291,739		—		—		291,739
Total	$	394,759,075	$	1,344,866	$	5,785	$	396,109,726

There have been no transfers between fair value measurement levels during the year ended December 31, 2013.

(e) See Investment Portfolio for additional detailed categorizations.

(f) Derivatives include unrealized appreciation (depreciation) on futures contracts.

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

Statement of Assets and Liabilities

as of December 31, 2013
Assets
Investments: Investments in non-affiliated securities, at value (cost $228,411,584) — including $61,220,885 of securities loaned	$	327,572,222
Investment in Daily Assets Fund Institutional (cost $62,770,694)*		62,770,694
Investment in Central Cash Management Fund (cost $5,475,071)		5,475,071
Total investments in securities, at value (cost $296,657,349)		395,817,987
Cash		31,888
Receivable for investments sold		44,450
Receivable for Fund shares sold		2,944,983
Dividends receivable		393,014
Interest receivable		61,239
Receivable for variation margin on futures contracts		20,604
Due from Advisor		143
Other assets		6,086
Total assets		399,320,394
Liabilities
Payable upon return of securities loaned		62,770,694
Payable for investments purchased		56,755
Payable for Fund shares redeemed		261,830
Accrued management fee		79,267
Accrued Trustees' fees		4,470
Other accrued expenses and payables		176,899
Total liabilities		63,349,915
Net assets, at value	$	335,970,479
Net Assets Consist of
Undistributed net investment income		3,147,164
Net unrealized appreciation (depreciation) on: Investments		99,160,638
Futures		291,739
Accumulated net realized gain (loss)		14,489,844
Paid-in capital		218,881,094
Net assets, at value	$	335,970,479
Class A Net Asset Value, offering and redemption price per share ($309,965,466 ÷ 17,517,574 outstanding shares of beneficial interest, $.001 par value, unlimited number of shares authorized)	$	17.69
Class B Net Asset Value, offering and redemption price per share ($26,005,013 ÷ 1,470,660 outstanding shares of beneficial interest, $.001 par value, unlimited number of shares authorized)	$	17.68

* Represents collateral on securities loaned.

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

Statement of Operations

for the year ended December 31, 2013
Investment Income
Income: Dividends (net of foreign taxes withheld of $3,111)	$	4,274,433
Interest		1,263
Income distributions — Central Cash Management Fund		4,531
Securities lending income, including income from Daily Assets Fund Institutional, net of borrower rebates		792,496
Total income		5,072,723
Expenses: Management fee		1,118,152
Administration fee		319,472
Services to shareholders		7,860
Distribution service fee (Class B)		81,330
Record keeping fee (Class B)		117
Custodian fee		39,193
Professional fees		75,985
Reports to shareholders		68,987
Trustees' fees and expenses		14,661
Other		68,310
Total expenses before expense reductions		1,794,067
Expense reductions		(258,990	)
Total expenses after expense reductions		1,535,077
Net investment income (loss)		3,537,646
Realized and Unrealized Gain (Loss)
Net realized gain (loss) from: Investments		16,166,646
Futures		2,338,867
Foreign currency		(67	)
In-kind redemptions		15,226,983
		33,732,429
Change in net unrealized appreciation (depreciation) on: Investments		68,891,577
Futures		111,403
Foreign currency		16
		69,002,996
Net gain (loss)		102,735,425
Net increase (decrease) in net assets resulting from operations	$	106,273,071

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

Statement of Changes in Net Assets

	Years Ended December 31,
Increase (Decrease) in Net Assets	2013			2012
Operations: Net investment income (loss)	$	3,537,646		$	5,605,278
Net realized gain (loss)		33,732,429			13,065,379
Change in net unrealized appreciation (depreciation)		69,002,996			27,581,442
Net increase (decrease) in net assets resulting from operations		106,273,071			46,252,099
Distributions to shareholders from: Net investment income: Class A		(5,181,767	)		(2,471,403	)
Class B		(649,644	)		(283,947	)
Net realized gains: Class A		(12,456,476	)		(65,554	)
Class B		(1,826,741	)		(10,491	)
Total distributions		(20,114,628	)		(2,831,395	)
Fund share transactions: Class A Proceeds from shares sold		46,365,415			50,353,431
Reinvestment of distributions		17,638,243			2,536,957
Cost of shares redeemed		(64,690,808	)		(66,922,809	)
In-kind redemptions		(46,676,566	)		—
Net increase (decrease) in net assets from Class A share transactions		(47,363,716	)		(14,032,421	)
Class B Proceeds from shares sold		2,558,345			4,411,564
Reinvestment of distributions		2,476,385			294,438
Payments for shares redeemed		(8,601,439	)		(10,455,590	)
In-kind redemptions		(20,534,236	)		—
Net increase (decrease) in net assets from Class B share transactions		(24,100,945	)		(5,749,588	)
Increase (decrease) in net assets		14,693,782			23,638,695
Net assets at beginning of period		321,276,697			297,638,002
Net assets at end of period (including undistributed net investment income of $3,147,164 and $5,735,971, respectively)	$	335,970,479		$	321,276,697
Other Information
Class A Shares outstanding at beginning of period		20,638,404			21,776,446
Shares sold		2,970,719			3,881,846
Shares issued to shareholders in reinvestment of distributions		1,243,882			197,737
Shares redeemed		(4,231,936	)		(5,217,625	)
In-kind redemptions		(3,103,495	)		—
Net increase (decrease) in Class A shares		(3,120,830	)		(1,138,042	)
Shares outstanding at end of period		17,517,574			20,638,404
Class B Shares outstanding at beginning of period		3,049,367			3,504,335
Shares sold		166,190			341,336
Shares issued to shareholders in reinvestment of distributions		174,516			22,930
Shares redeemed		(555,012	)		(819,234	)
In-kind redemptions		(1,364,401	)		—
Net increase (decrease) in Class B shares		(1,578,707	)		(454,968	)
Shares outstanding at end of period		1,470,660			3,049,367

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

Financial Highlights

	Years Ended December 31,
Class A		2013			2012			2011			2010			2009
Selected Per Share Data
Net asset value, beginning of period	$	13.56		$	11.77		$	12.41		$	9.90		$	8.63
Income (loss) from investment operations: Net investment income (loss)a		.18			.23			.12			.10			.10
Net realized and unrealized gain (loss)		4.84			1.67			(.65	)		2.51			1.93
Total from investment operations		5.02			1.90			(.53	)		2.61			2.03
Less distributions from: Net investment income		(.26	)		(.11	)		(.11	)		(.10	)		(.16	)
Net realized gains		(.63	)		(.00	)*		—			—			(.60	)
Total distributions		(.89	)		(.11	)		(.11	)		(.10	)		(.76	)
Net asset value, end of period	$	17.69		$	13.56		$	11.77		$	12.41		$	9.90
Total Return (%)b		38.64			16.25			(4.41	)		26.39			26.57
Ratios to Average Net Assets and Supplemental Data
Net assets, end of period ($ millions)		310			280			256			285			258
Ratio of expenses before expense reductions (%)		.54			.55			.52			.52			.56
Ratio of expenses after expense reductions (%)		.46			.49			.50			.52			.50
Ratio of net investment income (loss) (%)		1.14			1.81			.94			.96			1.19
Portfolio turnover rate (%)		13	c		20			15			16			26
a Based on average shares outstanding during the period. b Total return would have been lower had certain expenses not been reduced. c Excludes portfolio securities delivered as a result of processing redemption in-kind transactions. * Amount is less than $.005.

	Years Ended December 31,
Class B		2013			2012			2011			2010			2009
Selected Per Share Data
Net asset value, beginning of period	$	13.55		$	11.77		$	12.40		$	9.89		$	8.62
Income (loss) from investment operations: Net investment income (loss)a		.12			.20			.08			.08			.08
Net realized and unrealized gain (loss)		4.86			1.66			(.64	)		2.50			1.93
Total from investment operations		4.98			1.86			(.56	)		2.58			2.01
Less distributions from: Net investment income		(.22	)		(.08	)		(.07	)		(.07	)		(.14	)
Net realized gains		(.63	)		(.00	)*		—			—			(.60	)
Total distributions		(.85	)		(.08	)		(.07	)		(.07	)		(.74	)
Net asset value, end of period	$	17.68		$	13.55		$	11.77		$	12.40		$	9.89
Total Return (%)b		38.31			15.88			(4.58	)		26.11			26.27
Ratios to Average Net Assets and Supplemental Data
Net assets, end of period ($ millions)		26			41			41			50			45
Ratio of expenses before expense reductions (%)		.79			.80			.77			.77			.81
Ratio of expenses after expense reductions (%)		.70			.74			.75			.77			.75
Ratio of net investment income (loss) (%)		.82			1.54			.69			.71			.93
Portfolio turnover rate (%)		13	c		20			15			16			26
a Based on average shares outstanding during the period. b Total return would have been lower had certain expenses not been reduced. c Excludes portfolio securities delivered as a result of processing redemption in-kind transactions. * Amount is less than $.005.

Notes to Financial Statements

A. Organization and Significant Accounting Policies

DWS Investments VIT Funds (the "Trust") is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. The Trust is organized as a Massachusetts business trust. The Trust is comprised of two series. DWS Small Cap Index VIP (the "Fund") is a diversified series of the Trust offered to investors. The Fund is an underlying investment vehicle for variable annuity contracts and variable life insurance policies to be offered by the separate accounts of certain life insurance companies ("Participating Insurance Companies").

Multiple Classes of Shares of Beneficial Interest. The Fund offers two classes of shares to investors: Class A shares and Class B shares. Class B shares are subject to Rule 12b-1 distribution fees under the 1940 Act and record keeping fees equal to an annual rate of 0.25% and up to 0.15%, respectively, of the Class B shares average daily net assets. Class A shares are not subject to such fees.

Investment income, realized and unrealized gains and losses, and certain fund-level expenses and expense reductions, if any, are borne pro rata on the basis of relative net assets by the holders of all classes of shares, except that each class bears certain expenses unique to that class (including the applicable Rule 12b-1 distribution fees). Differences in class-level expenses may result in payment of different per share dividends by class. All shares have equal rights with respect to voting subject to class-specific arrangements.

The Fund's financial statements are prepared in accordance with accounting principles generally accepted in the United States of America which require the use of management estimates. Actual results could differ from those estimates. The policies described below are followed consistently by the Fund in the preparation of its financial statements.

Security Valuation. Investments are stated at value determined as of the close of regular trading on the New York Stock Exchange on each day the exchange is open for trading.

Various inputs are used in determining the value of the Fund's investments. These inputs are summarized in three broad levels. Level 1 includes quoted prices in active markets for identical securities. Level 2 includes other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds and credit risk). Level 3 includes significant unobservable inputs (including the Fund's own assumptions in determining the fair value of investments). The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities.

Equity securities are valued at the most recent sale price or official closing price reported on the exchange (U.S. or foreign) or over-the-counter market on which they trade. Securities for which no sales are reported are valued at the calculated mean between the most recent bid and asked quotations on the relevant market or, if a mean cannot be determined, at the most recent bid quotation. Equity securities are generally categorized as Level 1.

Debt securities are valued at prices supplied by independent pricing services approved by the Fund's Board. If the pricing services are unable to provide valuations, securities are valued at the most recent bid quotation or evaluated price, as applicable, obtained from one or more broker-dealers. Such services may use various pricing techniques which take into account appropriate factors such as yield, quality, coupon rate, maturity, type of issue, trading characteristics and other data, as well as broker quotes. These securities are generally categorized as Level 2.

Money market instruments purchased with an original or remaining maturity of sixty days or less, maturing at par, are valued at amortized cost, which approximates value, and are categorized as Level 2. Investments in open-end investment companies are valued at their net asset value each business day and are categorized as Level 1.

Futures contracts are generally valued at the settlement prices established each day on the exchange on which they are traded and are categorized as Level 1.

Securities and other assets for which market quotations are not readily available or for which the above valuation procedures are deemed not to reflect fair value are valued in a manner that is intended to reflect their fair value as determined in accordance with procedures approved by the Board and are generally categorized as Level 3. In accordance with the Fund's valuation procedures, factors used in determining value may include, but are not limited to, the type of the security; the size of the holding; the initial cost of the security; the existence of any contractual restrictions on the security's disposition; the price and extent of public trading in similar securities of the issuer or of comparable companies; quotations or evaluated prices from broker-dealers and/or pricing services; information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities); an analysis of the company's or issuer's financial statements; an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold; and with respect to debt securities, the maturity, coupon, creditworthiness, currency denomination and the movement of the market in which the security is normally traded. The value determined under these procedures may differ from published values for the same securities.

Disclosure about the classification of fair value measurements is included in a table following the Fund's Investment Portfolio.

Securities Lending. Deutsche Bank AG, as lending agent, lends securities of the Fund to certain financial institutions under the terms of the Security Lending Agreement. The Fund retains the benefits of owning the securities it has loaned and continues to receive interest and dividends generated by the securities and to participate in any changes in their market value. The Fund requires the borrowers of the securities to maintain collateral with the Fund consisting of either cash or liquid, unencumbered assets having a value at least equal to the value of the securities loaned. When the collateral falls below specified amounts, the lending agent will use its best effort to obtain additional collateral on the next business day to meet required amounts under the security lending agreement. The Fund may invest the cash collateral into a joint trading account in an affiliated money market fund pursuant to Exemptive Orders issued by the SEC. The Fund receives compensation for lending its securities either in the form of fees or by earning interest on invested cash collateral net of borrower rebates and fees paid to a lending agent. Either the Fund or the borrower may terminate the loan. There may be risks of delay and costs in recovery of securities or even loss of rights in the collateral should the borrower of the securities fail financially. If the Fund is not able to recover securities lent, the Fund may sell the collateral and purchase a replacement investment in the market, incurring the risk that the value of the replacement security is greater than the value of the collateral. The Fund is also subject to all investment risks associated with the reinvestment of any cash collateral received, including, but not limited to, interest rate, credit and liquidity risk associated with such investments.

As of December 31, 2013, the Fund had securities on loan. The value of the related collateral exceeded the value of the securities loaned at period end.

Federal Income Taxes. The Fund's policy is to comply with the requirements of the Internal Revenue Code, as amended, which are applicable to regulated investment companies, and to distribute all of its taxable income to its shareholders.

Under the Regulated Investment Company Modernization Act of 2010, net capital losses incurred post-enactment may be carried forward indefinitely, and their character is retained as short-term and/or long-term. Previously, net capital losses were carried forward for eight years and treated as short-term losses. As a transition rule, the Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.

The Fund has reviewed the tax positions for the open tax years as of December 31, 2013 and has determined that no provision for income tax is required in the Fund's financial statements. The Fund's federal tax returns for the prior three fiscal years remain open subject to examination by the Internal Revenue Service.

Distribution of Income and Gains. Net investment income of the Fund, if any, is distributed to shareholders annually. Net realized gains from investment transactions, in excess of available capital loss carryforwards, would be taxable to the Fund if not distributed, and, therefore, will be distributed to shareholders at least annually. The Fund may also make additional distributions for tax purposes if necessary.

The timing and characterization of certain income and capital gain distributions are determined annually in accordance with federal tax regulations, which may differ from accounting principles generally accepted in the United States of America. These differences primarily relate to in-kind redemptions, investments in futures contracts and certain securities sold at a loss. As a result, net investment income (loss) and net realized gain (loss) on investment transactions for a reporting period may differ significantly from distributions during such period. Accordingly, the Fund may periodically make reclassifications among certain of its capital accounts without impacting the net asset value of the Fund.

At December 31, 2013, the Fund's components of distributable earnings (accumulated gains) on a tax basis were as follows:

Undistributed ordinary income*	$	5,114,417
Undistributed long-term capital gains	$	16,716,144
Unrealized appreciation (depreciation) on investments	$	95,194,288

In addition, the tax character of distributions paid to shareholders by the Fund is summarized as follows:

	Years Ended December 31,
	2013		2012
Distributions from ordinary income*	$	6,229,494	$	2,755,350
Distributions from long-term capital gains	$	13,885,134	$	76,045

* For tax purposes, short-term capital gain distributions are considered ordinary income distributions.

Contingencies. In the normal course of business, the Fund may enter into contracts with service providers that contain general indemnification clauses. The Fund's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet been made. However, based on experience, the Fund expects the risk of loss to be remote.

Expenses. Expenses of the Trust arising in connection with a specific fund are allocated to that fund. Other Trust expenses which cannot be directly attributed to a fund are apportioned among the funds in the Trust based upon the relative net assets or other appropriate measures.

Real Estate Investment Trusts. The Fund periodically recharacterizes distributions received from a Real Estate Investment Trust ("REIT") investment based on information provided by the REIT into the following categories: ordinary income, long-term and short-term capital gains, and return of capital. If information is not available timely from a REIT, the recharacterization will be estimated for financial statement purposes and a recharacterization will be made within the accounting records in the following year when such information becomes available. Distributions received from REITs in excess of income are recorded as either a reduction of cost of investments or realized gains. The Fund distinguishes between dividends received on a tax basis and a financial reporting basis and only distributions in excess of tax basis earnings and profits are reported in the financial statements as a tax return of capital.

Other. Investment transactions are accounted for on a trade date plus one basis for daily net asset valuation calculations. However, for financial reporting purposes, investment transactions are reported on trade date. Interest income is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date net of foreign withholding taxes. Realized gains and losses from investment transactions are recorded on an identified cost basis. Proceeds from litigation payments, if any, are included in net realized gain (loss) from investments.

B. Derivative Instruments

Futures Contracts. A futures contract is an agreement between a buyer or seller and an established futures exchange or its clearinghouse in which the buyer or seller agrees to take or make a delivery of a specific amount of a financial instrument at a specified price on a specific date (settlement date). For the year ended December 31, 2013, the Fund invested in futures to keep cash on hand to meet shareholder redemptions or other needs while maintaining exposure to the stock market.

Upon entering into a futures contract, the Fund is required to deposit with a financial intermediary cash or securities ("initial margin") in an amount equal to a certain percentage of the face value indicated in the futures contract. Subsequent payments ("variation margin") are made or received by the Fund dependent upon the daily fluctuations in the value and are recorded for financial reporting purposes as unrealized gains or losses by the Fund. Gains or losses are realized when the contract expires or is closed. Since all futures contracts are exchange traded, counterparty risk is minimized as the exchange's clearinghouse acts as the counterparty, and guarantees the futures against default.

Certain risks may arise upon entering into futures contracts, including the risk that an illiquid market will limit the Fund's ability to close out a futures contract prior to the settlement date and the risk that the futures contract is not well correlated with the security, index or currency to which it relates. Risk of loss may exceed amounts disclosed in the Statement of Assets and Liabilities.

A summary of the open futures contracts as of December 31, 2013 is included in a table following the Fund's Investment Portfolio. For the year ended December 31, 2013, the investment in futures contracts purchased had a total notional value generally indicative of a range from approximately $4,607,000 to $9,821,000.

The following tables summarize the value of the Fund's derivative instruments held as of December 31, 2013 and the related location in the accompanying Statement of Assets and Liabilities, presented by primary underlying risk exposure:

Asset Derivative	Futures Contracts
Equity Contracts(a)	$	291,739
The above derivative is located in the following Statement of Assets and Liabilities account: (a)Includes cumulative appreciation of futures contracts as disclosed in the Investment Portfolio. Unsettled variation margin is disclosed separately within the Statement of Assets and Liabilities.

Additionally, the amount of unrealized and realized gains and losses on derivative instruments recognized in Fund earnings during the year ended December 31, 2013 and the related location in the accompanying Statement of Operations is summarized in the following tables by primary underlying risk exposure:

Realized Gain (Loss)	Futures Contracts
Equity Contracts(a)	$	2,338,867
The above derivative is located in the following Statement of Operations account: (a) Net realized gain (loss) from futures

Change in Net Unrealized Appreciation (Depreciation)	Futures Contracts
Equity Contracts(a)	$	111,403
The above derivative is located in the following Statement of Operations account: (a) Change in net unrealized appreciation (depreciation) on futures

C. Purchases and Sales of Securities

During the year ended December 31, 2013, purchases and sales of investment securities (excluding short-term investments and In-kind redemptions) aggregated $39,881,025 and $46,764,051, respectively.

D. Related Parties

Investment Management Agreement. Under the Investment Management Agreement with Deutsche Investment Management Americas Inc. ("DIMA" or the "Advisor"), an indirect, wholly owned subsidiary of Deutsche Bank AG, the Advisor determines the securities, instruments and other contracts relating to investments to be purchased, sold, or entered into by the Fund or delegates such responsibility to the Fund's sub-advisor. Pursuant to the Investment Management Agreement with the Advisor, the Fund pays the Advisor an annual fee based on its average daily net assets, computed and accrued daily and payable monthly at the annual rate of 0.35%.

Northern Trust Investments, Inc. ("NTI") serves as subadvisor. As a sub-advisor to the Fund, NTI makes investment decisions and buys and sells securities for the Fund. NTI is paid by the Advisor for the services NTI provides to the Fund.

For the period from January 1, 2013 through September 30, 2013, the Advisor had contractually agreed to waive all or a portion of its fees and/or reimburse certain operating expenses of the Fund to the extent necessary to maintain the operating expenses (excluding certain expenses such as extraordinary expenses, taxes, brokerage and interest) of each class as follows:

Class A	.45%
Class B	.70%

Effective October 1, 2013 through September 30, 2014, the Advisor has contractually agreed to waive all or a portion of its fees and/or reimburse certain operating expenses of the Fund to the extent necessary to maintain the operating expenses (excluding certain expenses such as extraordinary expenses, taxes, brokerage and interest) of each class as follows:

Class A	.47%
Class B	.72%

Accordingly, for the year ended December 31, 2013, the Advisor waived a portion of its management fee aggregating $257,386, and the amount charged aggregated $860,766, which was equivalent to an annual effective rate of 0.27% of the Fund's average daily net assets.

Administration Fee. Pursuant to the Administrative Services Agreement, DIMA provides most administrative services to the Fund. For all services provided under the Administrative Services Agreement, the Fund pays DIMA an annual fee ("Administration Fee") of 0.10% of the Fund's average daily net assets, computed and accrued daily and payable monthly. For the year ended December 31, 2013, the Administration Fee was $319,472, of which $27,613 is unpaid.

Distribution Service Agreement. DWS Investments Distributors, Inc. ("DIDI"), an affiliate of the Advisor, is the Fund's distributor. In accordance with the Distribution Plan, DIDI receives 12b-1 fees of 0.25% of average daily net assets of Class B shares. For the year ended December 31, 2013, the Distribution Service Fee was as follows:

Distribution Service Fee	Total Aggregated		Waived		Unpaid at December 31, 2013
Class B	$	81,330	$	105	$	5,500

Service Provider Fees. DWS Investments Service Company ("DISC"), an affiliate of the Advisor, is the transfer agent, dividend-paying agent and shareholder service agent of the Fund. Pursuant to a sub-transfer agency agreement among DISC and DST Systems, Inc. ("DST"), DISC has delegated certain transfer agent, dividend-paying agent and shareholder service agent functions to DST. DISC compensates DST out of the shareholder servicing fee they receive from the Fund. For the year ended December 31, 2013, the amounts charged to the Fund by DISC were as follows:

Services to Shareholders	Total Aggregated		Waived
Class A	$	1,062	$	1,062
Class B		320		320
	$	1,382	$	1,382

For the year ended December 31, 2013, the Advisor reimbursed the Fund $117 of record keeping expenses for Class B shares.

Typesetting and Filing Service Fees. Under an agreement with DIMA, DIMA is compensated for providing typesetting and certain regulatory filing services to the Fund. For the year ended December 31, 2013, the amount charged to the Fund by DIMA included in the Statement of Operations under "reports to shareholders" aggregated $25,444, of which $8,019 is unpaid.

Trustees' Fees and Expenses. The Fund paid retainer fees to each Trustee not affiliated with the Advisor, plus specified amounts to the Board Chairperson and Vice Chairperson and to each committee Chairperson.

Affiliated Cash Management Vehicles. The Fund may invest uninvested cash balances in Central Cash Management Fund and DWS Variable NAV Money Fund, affiliated money market funds which are managed by the Advisor. Each affiliated money market fund seeks to provide a high level of current income consistent with liquidity and the preservation of capital. Each affiliated money market fund is managed in accordance with Rule 2a-7 under the Investment Company Act of 1940, which governs the quality, maturity, diversity and liquidity of instruments in which a money market fund may invest. Central Cash Management Fund seeks to maintain a stable net asset value, and DWS Variable NAV Money Fund maintains a floating net asset value. The Fund indirectly bears its proportionate share of the expenses of each affiliated money market fund in which it invests. Central Cash Management Fund does not pay the Advisor an investment management fee. To the extent that DWS Variable NAV Money Fund pays an investment management fee to the Advisor, the Advisor will waive an amount of the investment management fee payable to the Advisor by the Fund equal to the amount of the investment management fee payable on the Fund's assets invested in DWS Variable NAV Money Fund.

Security Lending Fees. Effective January 24, 2013, Deutsche Bank AG serves as lending agent for the Fund. For the period from January 24, 2013 through December 31, 2013, the Fund incurred lending agent fees to Deutsche Bank AG in the amount of $80,261.

E. Line of Credit

The Fund and other affiliated funds (the "Participants") share in a $375 million revolving credit facility provided by a syndication of banks. The Fund may borrow for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. The Participants are charged an annual commitment fee which is allocated based on net assets, among each of the Participants. Interest is calculated at a rate per annum equal to the sum of the Federal Funds Rate plus 1.25 percent plus if LIBOR exceeds the Federal Funds Rate the amount of such excess. The Fund may borrow up to a maximum of 33 percent of its net assets under the agreement. The Fund had no outstanding loans at December 31, 2013.

F. Ownership of the Fund

At December 31, 2013, two participating insurance companies were beneficial owners of record of 10% or more of the total outstanding Class A shares of the Fund, owning 48% and 13%. At December 31, 2013, two participating insurance companies were beneficial owners of record of 10% or more of the outstanding Class B shares of the Fund, each owning 55% and 13%, respectively.

G. In-Kind Redemptions

In certain circumstances, the Fund may distribute portfolio securities rather than cash as payments for a redemption of Fund shares (in-kind redemption). For financial reporting purposes, the Fund recognizes a gain on in-kind redemptions to the extent the value of the distributed securities exceeds their costs; the Fund recognizes a loss if cost exceeds value. Gains and losses realized on in-kind redemptions are not recognized for tax purposes and are reclassified from undistributed realized gain (loss) to paid-in capital. During the year ended December 31, 2013, the Fund realized $15,226,983 of net gain attributable to in-kind redemptions.

Report of Independent Registered Public Accounting Firm

To the Trustees of DWS Investments VIT Funds and the Shareholders of DWS Small Cap Index VIP:

In our opinion, the accompanying statement of assets and liabilities, including the investment portfolio, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of DWS Small Cap Index VIP (the "Fund") at December 31, 2013, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated therein, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit 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. We believe that our audits, which included confirmation of securities at December 31, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

Boston, Massachusetts February 14, 2014 PricewaterhouseCoopers LLP

Information About Your Fund's Expenses (Unaudited)

As an investor of the Fund, you incur two types of costs: ongoing expenses and transaction costs. Ongoing expenses include management fees, distribution and service (12b-1) fees and other Fund expenses. Examples of transaction costs include contract charges, redemption fees and account maintenance fees, which are not shown in this section. The following tables are intended to help you understand your ongoing expenses (in dollars) of investing in the Fund and to help you compare these expenses with the ongoing expenses of investing in other mutual funds. In the most recent six-month period, the Fund limited these expenses; had it not done so, expenses would have been higher. The example in the table is based on an investment of $1,000 invested at the beginning of the six-month period and held for the entire period (July 1, 2013 to December 31, 2013).

The tables illustrate your Fund's expenses in two ways:

—Actual Fund Return. This helps you estimate the actual dollar amount of ongoing expenses (but not transaction costs) paid on a $1,000 investment in the Fund using the Fund's actual return during the period. To estimate the expenses 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 "Expenses Paid per $1,000" line under the share class you hold.

— Hypothetical 5% Fund Return. This helps you to compare your Fund's ongoing expenses (but not transaction costs) with those of other mutual funds using the Fund's actual expense ratio and a hypothetical rate of return of 5% per year before expenses. Examples using a 5% hypothetical Fund return may be found in the shareholder reports of other mutual funds. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period.

Please note that the expenses shown in these tables are meant to highlight your ongoing expenses only and do not reflect any transaction costs. The "Expenses Paid per $1,000" line of the tables is useful in comparing ongoing expenses only and will not help you determine the relative total expense of owning different funds. If these transaction costs had been included, your costs would have been higher.

Expenses and Value of a $1,000 Investment for the six months ended December 31, 2013 (Unaudited)
Actual Fund Return	Class A		Class B
Beginning Account Value 7/1/13	$	1,000.00	$	1,000.00
Ending Account Value 12/31/13	$	1,196.90	$	1,195.40
Expenses Paid per $1,000*	$	2.55	$	3.93
Hypothetical 5% Fund Return	Class A		Class B
Beginning Account Value 7/1/13	$	1,000.00	$	1,000.00
Ending Account Value 12/31/13	$	1,022.89	$	1,021.63
Expenses Paid per $1,000*	$	2.35	$	3.62

* Expenses are equal to the Fund's annualized expense ratio for each share class, multiplied by the average account value over the period, multiplied by 184 (the number of days in the most recent six-month period), then divided by 365.

Annualized Expense Ratios	Class A	Class B
DWS Small Cap Index VIP	.46%	.71%

For more information, please refer to the Fund's prospectus.

These tables do not reflect charges and fees ("contract charges") associated with the separate account that invests in the Fund or any variable life insurance policy or variable annuity contract for which the Fund is an investment option.

For an analysis of the fees associated with an investment in the fund or similar funds, please refer to the current and hypothetical expense calculators for Variable Insurance Products which can be found at dws-investments.com/EN/resources/calculators.jsp.

Tax Information (Unaudited)

The Fund paid distributions of $0.61 per share from net long-term capital gains during its year ended December 31, 2013.

Pursuant to Section 852 of the Internal Revenue Code, the Fund designates $18,497,000 as capital gain dividends for its year ended December 31, 2013.

For corporate shareholders, 36% of the ordinary dividends paid during the Fund's fiscal year ended December 31, 2013 qualified for the dividends received deduction.

Please consult a tax advisor if you have questions about federal or state income tax laws, or on how to prepare your tax returns. If you have specific questions about your account, contact your insurance provider.

Proxy Voting

The Fund's policies and procedures for voting proxies for portfolio securities and information about how the Fund voted proxies related to its portfolio securities during the 12-month period ended June 30 are available on our Web site — dws-investments.com (click on "proxy voting" at the bottom of the page) — or on the SEC's Web site — sec.gov. To obtain a written copy of the Fund's policies and procedures without charge, upon request, call us toll free at (800) 728-3337.

Advisory Agreement Board Considerations and Fee Evaluation

The Board of Trustees approved the renewal of DWS Small Cap Index VIP's investment management agreement (the "Agreement") with Deutsche Investment Management Americas Inc. ("DIMA") and sub-advisory agreement (the "Sub-Advisory Agreement" and together with the Agreement, the "Agreements") between DIMA and Northern Trust Investments, Inc. ("NTI")in September 2013.

In terms of the process that the Board followed prior to approving the Agreements, shareholders should know that:

— In September 2013, all of the Fund's Trustees were independent of DIMA and its affiliates.

— The Trustees met frequently during the past year to discuss fund matters and dedicated a substantial amount of time to contract review matters. Over the course of several months, the Board's Contract Committee, in coordination with the Board's Equity Oversight Committee, reviewed comprehensive materials received from DIMA, independent third parties and independent counsel. These materials included an analysis of the Fund's performance, fees and expenses, and profitability compiled by a fee consultant retained by the Fund's Independent Trustees (the "Fee Consultant"). The Board also received extensive information throughout the year regarding performance of the Fund.

— The Independent Trustees regularly meet privately with their independent counsel to discuss contract review and other matters. In addition, the Independent Trustees were also advised by the Fee Consultant in the course of their review of the Fund's contractual arrangements and considered a comprehensive report prepared by the Fee Consultant in connection with their deliberations.

— In connection with reviewing the Agreements, the Board also reviewed the terms of the Fund's Rule 12b-1 plan, distribution agreement,administrative services agreement, transfer agency agreement and other material service agreements.

— Based on its evaluation of the information provided, the Contract Committee presented its findings and recommendations to the Board. The Board then reviewed the Contract Committee's findings and recommendations.

In connection with the contract review process, the Contract Committee and the Board considered the factors discussed below, among others. The Board also considered that DIMA and its predecessors have managed the Fund since its inception, and the Board believes that a long-term relationship with a capable, conscientious advisor is in the best interests of the Fund. The Board considered, generally, that shareholders chose to invest or remain invested in the Fund knowing that DIMA managed the Fund, and that the Agreement was approved by the Fund's shareholders. DIMA is part of Deutsche Bank AG, a major global banking institution that is engaged in a wide range of financial services. The Board believes that there are advantages to being part of a global asset management business that offers a wide range of investing expertise and resources, including hundreds of portfolio managers and analysts with research capabilities in many countries throughout the world.

As part of the contract review process, the Board carefully considered the fees and expenses of each DWS fund overseen by the Board in light of the fund's performance. In many cases, this led to a negotiation with DIMA of lower expense caps as part of the 2012 and 2013 contract review processes than had previously been in place. As part of these negotiations, the Board indicated that it would consider relaxing these new lower caps in future years following sustained improvements in performance, among other considerations.

In June 2012, Deutsche Bank AG ("DB"), DIMA's parent company, announced that DB would combine its Asset Management (of which DIMA was a part) and Wealth Management divisions. DB has advised the Independent Trustees that the U.S. asset management business is a critical and integral part of DB, and that it has, and will continue to, reinvest a significant portion of the substantial savings it expects to realize by combining its Asset Management and Wealth Management divisions into the new Asset and Wealth Management ("AWM") division, including ongoing enhancements to its investment capabilities. DB also has confirmed its commitment to maintaining strong legal and compliance groups within the AWM division.

While shareholders may focus primarily on fund performance and fees, the Fund's Board considers these and many other factors, including the quality and integrity of DIMA's and NTI's personnel and such other issues as back-office operations, fund valuations, and compliance policies and procedures.

Nature, Quality and Extent of Services.The Board considered the terms of the Agreements, including the scope of advisory services provided under the Agreements. The Board noted that, under the Agreements, DIMA and NTI provide portfolio management services to the Fund and that, pursuant to a separate administrative services agreement, DIMA provides administrative services to the Fund. The Board considered the experience and skills of senior management and investment personnel, the resources made available to such personnel, the ability of DIMA to attract and retain high-quality personnel, and the organizational depth and stability of DIMA. The Board also requested and received information regarding DIMA's oversight of Fund sub-advisors, including NTI. The Board reviewed the Fund's performance over short-term and long-term periods and compared those returns to various agreed-upon performance measures, including market indices and a peer universe compiled by the Fee Consultant using information supplied by Morningstar Direct ("Morningstar"), an independent fund data service. The Board also noted that it has put into place a process of identifying "Focus Funds" (e.g., funds performing poorly relative to their benchmark or a peer universe compiled by an independent fund data service), and receives more frequent reporting and information from DIMA regarding such funds, along with DIMA's remedial plans to address underperformance. The Board believes this process is an effective manner of identifying and addressing underperforming funds. Based on the information provided, the Board noted that for the one-, three- and five-year periods ended December 31, 2012, the Fund's performance (Class A shares) was in the 2nd quartile, 2nd quartile and 3rd quartile, respectively, of the applicable Morningstar universe (the 1st quartile being the best performers and the 4th quartile being the worst performers).

Fees and Expenses. The Board considered the Fund's investment management fee schedule, sub-advisory fee schedule, operating expenses and total expense ratios, and comparative information provided by Lipper Inc. ("Lipper") and the Fee Consultant regarding investment management fee rates paid to other investment advisors by similar funds (1st quartile being the most favorable and 4th quartile being the least favorable). With respect to management fees paid to other investment advisors by similar funds, the Board noted that the contractual fee rates paid by the Fund, which include a 0.10% fee paid to DIMA under the Fund's administrative services agreement, were higher than the median (4th quartile) of the applicable Lipper peer group (based on Lipper data provided as of December 31, 2012). With respect to the sub-advisory fee paid to NTI, the Board noted that the fee is paid by DIMA out of its fee and not directly by the Fund. The Board noted that the Fund's Class A shares total (net) operating expenses were expected to be higher than the median (3rd quartile) of the applicable Lipper expense universe (based on Lipper data provided as of December 31, 2012) ("Lipper Universe Expenses"). The Board also reviewed data comparing each share class's total (net) operating expenses to the applicable Lipper Universe Expenses. The Board considered the Fund's management fee rate as compared to fees charged by DIMA to comparable funds and considered differences between the Fund and the comparable funds.. The Board also considered how the Fund's total (net) operating expenses compared to the total (net) operating expenses of a more customized peer group selected by Lipper (based on such factors as asset size).

The Board also noted that the expense limitations agreed to by DIMA helped to ensure that the Fund's total (net) operating expenses would remain competitive.

The information considered by the Board as part of its review of management fees included information regarding fees charged by DIMA and its affiliates to similar institutional accounts and to similar funds offered primarily to European investors ("DWS Europe funds"), in each case as applicable. The Board observed that advisory fee rates for institutional accounts generally were lower than the management fees charged by similarly managed DWS U.S. mutual funds ("DWS Funds"), but also took note of the differences in services provided to DWS Funds as compared to institutional accounts. In the case of DWS Europe funds, the Board observed that fee rates for DWS Europe funds generally were higher than for similarly managed DWS Funds, but noted that differences in the types of services provided to DWS Funds relative to DWS Europe funds made it difficult to compare such fees.

On the basis of the information provided, the Board concluded that management fees were reasonable and appropriate in light of the nature, quality and extent of services provided by DIMA and NTI.

Profitability. The Board reviewed detailed information regarding revenues received by DIMA under the Agreement. The Board considered the estimated costs and pre-tax profits realized by DIMA from advising the DWS Funds, as well as estimates of the pre-tax profits attributable to managing the Fund in particular. The Board also received information regarding the estimated enterprise-wide profitability of DWS and its affiliates with respect to all fund services in totality and by fund. The Board and the Fee Consultant reviewed DIMA's methodology in allocating its costs to the management of the Fund. Based on the information provided, the Board concluded that the pre-tax profits realized by DIMA in connection with the management of the Fund were not unreasonable. The Board also reviewed information regarding the profitability of certain similar investment management firms. The Board noted that while information regarding the profitability of such firms is limited (and in some cases is not necessarily prepared on a comparable basis), DIMA and its affiliates' overall profitability with respect to the DWS fund complex (after taking into account distribution and other services provided to the funds by DIMA and its affiliates) was lower than the overall profitability levels of many comparable firms for which such data was available. The Board did not consider the profitability of NTI with respect to the Fund. The Board noted that DIMA pays NTI's fee out of its management fee, and its understanding that the Fund's sub-advisory fee schedule was the product of an arm's length negotiation with DIMA.

Economies of Scale. The Board considered whether there are economies of scale with respect to the management of the Fund and whether the Fund benefits from any economies of scale. The Board concluded that the Fund's fee schedule represents an appropriate sharing between the Fund and DIMA of such economies of scale as may exist in the management of the Fund at current asset levels.

Other Benefits to DIMA and NTI and Their Affiliates. The Board also considered the character and amount of other incidental benefits received by DIMA and NTI and their affiliates, including any fees received by DIMA for administrative services provided to the Fund and any fees received by an affiliate of DIMA for distribution services. The Board also considered benefits to DIMA and NTI related to brokerage and soft-dollar allocations, including allocating brokerage to pay for research generated by parties other than the executing broker dealers, which pertain primarily to funds investing in equity securities, along with the incidental public relations benefits to DIMA and NTI related to DWS Funds advertising and cross-selling opportunities among DIMA products and services. The Board concluded that management fees were reasonable in light of these fallout benefits.

Compliance. The Board considered the significant attention and resources dedicated by DIMA to documenting and enhancing its compliance processes in recent years. The Board noted in particular (i) the experience and seniority of both DIMA's chief compliance officer and the Fund's chief compliance officer; (ii) the large number of DIMA compliance personnel; and (iii) the substantial commitment of resources by DIMA and its affiliates to compliance matters. The Board also considered the attention and resources dedicated by DIMA to the oversight of the investment sub-advisor's compliance program and compliance with the applicable fund policies and procedures.

Based on all of the information considered and the conclusions reached, the Board unanimously determined that the continuation of the Agreements is in the best interests of the Fund. In making this determination, the Board did not give particular weight to any single factor identified above. The Board considered these factors over the course of numerous meetings, certain of which were in executive session with only the Independent Trustees and their independent counsel present. It is possible that individual Trustees may have weighed these factors differently in reaching their individual decisions to approve the continuation of the Agreements.

Board Members and Officers

The following table presents certain information regarding the Board Members and Officers of the fund. Each Board Member's year of birth is set forth in parentheses after his or her name. Unless otherwise noted, (i) each Board Member has engaged in the principal occupation(s) noted in the table for at least the most recent five years, although not necessarily in the same capacity; and (ii) the address of each Independent Board Member is c/o Kenneth C. Froewiss, Chairman, DWS Mutual Funds, P.O. Box 78, Short Hills, NJ 07078. Except as otherwise noted below, the term of office for each Board Member is until the election and qualification of a successor, or until such Board Member sooner dies, resigns, is removed or as otherwise provided in the governing documents of the fund. Because the fund does not hold an annual meeting of shareholders, each Board Member will hold office for an indeterminate period. The Board Members may also serve in similar capacities with other funds in the fund complex.

Independent Board Members
Name, Year of Birth, Position with the Fund and Length of Time Served1	Business Experience and Directorships During the Past Five Years	Number of Funds in DWS Fund Complex Overseen	Other Directorships Held by Board Member
Kenneth C. Froewiss (1945) Chairperson since 2013, and Board Member since 2001	Adjunct Professor of Finance, NYU Stern School of Business (September 2009-present; Clinical Professor from 1997-September 2009); Member, Finance Committee, Association for Asian Studies (2002-present); Director, Mitsui Sumitomo Insurance Group (US) (2004-present); prior thereto, Managing Director, J.P. Morgan (investment banking firm) (until 1996)	103	—
William McClayton (1944) Vice Chairperson since 2013, and Board Member since 2004	Private equity investor (since October 2009); previously, Managing Director, Diamond Management & Technology Consultants, Inc. (global consulting firm) (2001-2009); Directorship: Board of Managers, YMCA of Metropolitan Chicago; formerly: Senior Partner, Arthur Andersen LLP (accounting) (1966-2001); Trustee, Ravinia Festival	103	—
John W. Ballantine (1946) Board Member since 1999	Retired; formerly, Executive Vice President and Chief Risk Management Officer, First Chicago NBD Corporation/The First National Bank of Chicago (1996-1998); Executive Vice President and Head of International Banking (1995-1996); former Directorships: Stockwell Capital Investments PLC (private equity); First Oak Brook Bancshares, Inc. and Oak Brook Bank; Prisma Energy International	103	Chairman of the Board, Healthways, Inc.2 (provider of disease and care management services) (2003- present); Portland General Electric2 (utility company) (2003- present)
Henry P. Becton, Jr. (1943) Board Member since 1990	Vice Chair and former President, WGBH Educational Foundation. Directorships: Public Radio International; Public Radio Exchange (PRX); North Bennett Street School (Boston); former Directorships: The PBS Foundation; Association of Public Television Stations; Boston Museum of Science; American Public Television; Concord Academy; New England Aquarium; Mass. Corporation for Educational Telecommunications; Committee for Economic Development; Public Broadcasting Service; Connecticut College	103	Lead Director, Becton Dickinson and Company2 (medical technology company); Lead Director, Belo Corporation2 (media company)
Dawn-Marie Driscoll (1946) Board Member since 1987	President, Driscoll Associates (consulting firm); Emeritus Executive Fellow, Center for Business Ethics, Bentley University; formerly, Partner, Palmer & Dodge (1988-1990); Vice President of Corporate Affairs and General Counsel, Filene's (1978-1988). Directorships: Director of ICI Mutual Insurance Company (since 2007); Advisory Board, Center for Business Ethics, Bentley University; Chairman of the Board of Trustees, Southwest Florida Community Foundation (charitable organization); former Directorships: Sun Capital Advisers Trust (mutual funds) (2007-2012), Investment Company Institute (audit, executive, nominating committees) and Independent Directors Council (governance, executive committees)	103	—
Keith R. Fox, CFA (1954) Board Member since 1996	Managing General Partner, Exeter Capital Partners (a series of private investment funds) (since 1986). Directorships: Progressive International Corporation (kitchen goods importer and distributor); The Kennel Shop (retailer); former Chairman, National Association of Small Business Investment Companies; former Directorships: BoxTop Media Inc. (advertising); Sun Capital Advisers Trust (mutual funds) (2011-2012)	103	—
Paul K. Freeman (1950) Board Member since 1993	Consultant, World Bank/Inter-American Development Bank; Executive and Governing Council of the Independent Directors Council (Chairman of Education Committee); formerly: Project Leader, International Institute for Applied Systems Analysis (1998-2001); Chief Executive Officer, The Eric Group, Inc. (environmental insurance) (1986-1998); Directorships: Denver Zoo Foundation (December 2012-present); former Directorships: Prisma Energy International	103	—
Richard J. Herring (1946) Board Member since 1990	Jacob Safra Professor of International Banking and Professor, Finance Department, The Wharton School, University of Pennsylvania (since July 1972); Co-Director, Wharton Financial Institutions Center (since July 2000); Co-Chair, U.S. Shadow Financial Regulatory Committee; Executive Director, Financial Economists Roundtable; formerly: Vice Dean and Director, Wharton Undergraduate Division (July 1995-June 2000); Director, Lauder Institute of International Management Studies (July 2000-June 2006)	103	Director, Japan Equity Fund, Inc. (since September 2007), Thai Capital Fund, Inc. (since 2007), Singapore Fund, Inc. (since September 2007), Independent Director of Barclays Bank Delaware (since September 2010)
Rebecca W. Rimel (1951) Board Member since 1995	President and Chief Executive Officer, The Pew Charitable Trusts (charitable organization) (1994 to present); formerly: Executive Vice President, The Glenmede Trust Company (investment trust and wealth management) (1983-2004); Board Member, Investor Education (charitable organization) (2004-2005); Trustee, Executive Committee, Philadelphia Chamber of Commerce (2001-2007); Director, Viasys Health Care2 (January 2007-June 2007); Trustee, Thomas Jefferson Foundation (charitable organization) (1994-2012)	103	Director, Becton Dickinson and Company2 (medical technology company) (2012- present); Director, CardioNet, Inc.2 (health care) (2009- present)
William N. Searcy, Jr. (1946) Board Member since 1993	Private investor since October 2003; formerly: Pension & Savings Trust Officer, Sprint Corporation2 (telecommunications) (November 1989-September 2003); Trustee, Sun Capital Advisers Trust (mutual funds) (1998-2012)	103	—
Jean Gleason Stromberg (1943) Board Member since 1997	Retired. Formerly, Consultant (1997-2001); Director, Financial Markets U.S. Government Accountability Office (1996-1997); Partner, Fulbright & Jaworski, L.L.P. (law firm) (1978-1996). Directorships: The William and Flora Hewlett Foundation; former Directorships: Service Source, Inc., Mutual Fund Directors Forum (2002-2004), American Bar Retirement Association (funding vehicle for retirement plans) (1987-1990 and 1994-1996)	103	—
Robert H. Wadsworth (1940) Board Member since 1999	President, Robert H. Wadsworth & Associates, Inc. (consulting firm) (1983 to present); Director, National Horizon, Inc. (non-profit organization); Director and Treasurer, The Phoenix Boys Choir Association	106	—

Officers4
Name, Year of Birth, Position with the Fund and Length of Time Served5	Business Experience and Directorships During the Past Five Years
Brian E. Binder8,9 (1972) President and Chief Executive Officer, 2013-present	Managing Director3 and Head of Fund Administration, Deutsche Asset & Wealth Management (2013-present); formerly: Head of Business Management and Consulting at Invesco, Ltd. (2010-2012); Chief Administrative Officer, Van Kampen Funds Inc. (2008-2010); and Chief Administrative Officer, Morgan Stanley Investment Management Americas Distribution (2003-2008)
John Millette7 (1962) Vice President and Secretary, 1999-present	Director,3 Deutsche Asset & Wealth Management
Paul H. Schubert6 (1963) Chief Financial Officer, 2004-present Treasurer, 2005-present	Managing Director,3 Deutsche Asset & Wealth Management (since July 2004); formerly: Executive Director, Head of Mutual Fund Services and Treasurer for UBS Family of Funds (1998-2004); Vice President and Director of Mutual Fund Finance at UBS Global Asset Management (1994-1998)
Caroline Pearson7 (1962) Chief Legal Officer, 2010-present	Managing Director,3 Deutsche Asset & Wealth Management; formerly: Assistant Secretary for DWS family of funds (1997-2010)
Melinda Morrow6 (1970) Vice President, 2012-present	Director,3 Deutsche Asset & Wealth Management
Hepsen Uzcan7 (1974) Assistant Secretary, 2013-present	Vice President, Deutsche Asset & Wealth Management
Paul Antosca7 (1957) Assistant Treasurer, 2007-present	Director,3 Deutsche Asset & Wealth Management
Jack Clark7 (1967) Assistant Treasurer, 2007-present	Director,3 Deutsche Asset & Wealth Management
Diane Kenneally7 (1966) Assistant Treasurer, 2007-present	Director,3 Deutsche Asset & Wealth Management
John Caruso6 (1965) Anti-Money Laundering Compliance Officer, 2010-present	Managing Director,3 Deutsche Asset & Wealth Management
Robert Kloby6 (1962) Chief Compliance Officer, 2006-present	Managing Director,3 Deutsche Asset & Wealth Management

1 The length of time served represents the year in which the Board Member joined the board of one or more DWS funds currently overseen by the Board.

2 A publicly held company with securities registered pursuant to Section 12 of the Securities Exchange Act of 1934.

3 Executive title, not a board directorship.

4 As a result of their respective positions held with the Advisor, these individuals are considered "interested persons" of the Advisor within the meaning of the 1940 Act. Interested persons receive no compensation from the fund.

5 The length of time served represents the year in which the officer was first elected in such capacity for one or more DWS funds.

6 Address: 60 Wall Street, New York, NY 10005.

7 Address: One Beacon Street, Boston, MA 02108.

8 Address: 222 South Riverside Plaza, Chicago, IL 60606.

9 Effective as of December 1, 2013.

The fund's Statement of Additional Information ("SAI") includes additional information about the Board Members. The SAI is available, without charge, upon request. If you would like to request a copy of the SAI, you may do so by calling the following toll-free number: (800) 728-3337.

DWS Investments Distributors, Inc.

222 South Riverside Plaza

Chicago, IL 60606

(800) 621-1148


vit-scif-2 (R-025818-3 2/14)

ITEM 2.	CODE OF ETHICS
	As of the end of the period covered by this report, the registrant has adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its Principal Executive Officer and Principal Financial Officer. There have been no amendments to, or waivers from, a provision of the code of ethics during the period covered by this report that would require disclosure under Item 2. A copy of the code of ethics is filed as an exhibit to this Form N-CSR.
ITEM 3.	AUDIT COMMITTEE FINANCIAL EXPERT
	The fund’s audit committee is comprised solely of trustees who are "independent" (as such term has been defined by the Securities and Exchange Commission ("SEC") in regulations implementing Section 407 of the Sarbanes-Oxley Act (the "Regulations")). The fund’s Board of Trustees has determined that there are several "audit committee financial experts" (as such term has been defined by the Regulations) serving on the fund’s audit committee including Mr. Paul K. Freeman, the chair of the fund’s audit committee. An “audit committee financial expert” is not an “expert” for any purpose, including for purposes of Section 11 of the Securities Act of 1933 and the designation or identification of a person as an “audit committee financial expert” does not impose on such person any duties, obligations or liability that are greater than the duties, obligations and liability imposed on such person as a member of the audit committee and board of directors in the absence of such designation or identification.
ITEM 4.	PRINCIPAL ACCOUNTANT FEES AND SERVICES

DWS SMALL CAP INDEX VIP

FORM N-CSR DISCLOSURE RE: AUDIT FEES

The following table shows the amount of fees that PricewaterhouseCoopers, LLP (“PWC”), the Fund’s independent registered public accounting firm, billed to the Fund during the Fund’s last two fiscal years.  The Audit Committee approved in advance all audit services and non-audit services that PWC provided to the Fund.

Services that the Fund’s Independent Registered Public Accounting Firm Billed to the Fund

Fiscal Year Ended December 31,	Audit Fees Billed to Fund		Audit-Related Fees Billed to Fund		Tax Fees Billed to Fund		All Other Fees Billed to Fund
2013	$	47,347	$	0	$	0	$	0
2012	$	43,315	$	0	$	0	$	0

Services that the Fund’s Independent Registered Public Accounting Firm Billed to the Adviser and Affiliated Fund Service Providers

The following table shows the amount of fees billed by PWC to Deutsche Investment Management Americas Inc. (“DeIM” or the “Adviser”), and any entity controlling, controlled by or under common control with DeIM (“Control Affiliate”) that provides ongoing services to the Fund (“Affiliated Fund Service Provider”), for engagements directly related to the Fund’s operations and financial reporting, during the Fund’s last two fiscal years.

Fiscal Year Ended December 31,	Audit-Related Fees Billedto Adviser and Affiliated Fund Service Providers		Tax Fees Billed to Adviser and Affiliated Fund Service Providers		All Other Fees Billed to Adviser and Affiliated Fund Service Providers
2013	$	0	$	66,535	$	0
2012	$	0	$	56,300	$	0

The “Tax Fees Billed to the Advisor” were billed for services associated with foreign tax filings.

Non-Audit Services

The following table shows the amount of fees that PWC billed during the Fund’s last two fiscal years for non-audit services. The Audit Committee pre-approved all non-audit services that PWC provided to the Adviser and any Affiliated Fund Service Provider that related directly to the Fund’s operations and financial reporting. The Audit Committee requested and received information from PWC about any non-audit services that PWC rendered during the Fund’s last fiscal year to the Adviser and any Affiliated Fund Service Provider.  The Committee considered this information in evaluating PWC’s independence.

Fiscal Year Ended December 31,	Total Non-Audit Fees Billed to Fund (A)		Total Non-Audit Fees billed to Adviser and Affiliated Fund Service Providers (engagements related directly to the operations and financial reporting of the Fund) (B)		Total Non-Audit Fees billed to Adviser and Affiliated Fund Service Providers (all other engagements) (C)		Total of (A), (B) and (C)
2013	$	0	$	66,535	$	0	$	66,535
2012	$	0	$	56,300	$	0	$	56,300

Audit Committee Pre-Approval Policies and Procedures.  Generally, each Fund’s Audit Committee must pre approve (i) all services to be performed for a Fund by a Fund’s Independent Registered Public Accounting Firm and (ii) all non-audit services to be performed by a Fund’s Independent Registered Public Accounting Firm for the DIMA Entities with respect to operations and financial reporting of the Fund, except that the Chairperson or Vice Chairperson of each Fund’s Audit Committee may grant the pre-approval for non-audit services described in items (i) and (ii) above for non-prohibited services for engagements of less than $100,000.  All such delegated pre approvals shall be presented to each Fund’s Audit Committee no later than the next Audit Committee meeting.

There were no amounts that were approved by the Audit Committee pursuant to the de minimis exception under Rule 2-01 of Regulation S-X.

According to the registrant’s principal Independent Registered Public Accounting Firm, substantially all of the principal Independent Registered Public Accounting Firm's hours spent on auditing the registrant's financial statements were attributed to work performed by full-time permanent employees of the principal Independent Registered Public Accounting Firm.

***

ITEM 5.	AUDIT COMMITTEE OF LISTED REGISTRANTS
	Not applicable
ITEM 6.	SCHEDULE OF INVESTMENTS
	Not applicable
ITEM 7.	DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES
	Not applicable
ITEM 8.	PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES
	Not applicable
ITEM 9.	PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS
	Not applicable
ITEM 10.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
	There were no material changes to the procedures by which shareholders may recommend nominees to the Fund’s Board. The primary function of the Nominating and Governance Committee is to identify and recommend individuals for membership on the Board and oversee the administration of the Board Governance Guidelines. Shareholders may recommend candidates for Board positions by forwarding their correspondence by U.S. mail or courier service to Kenneth C. Froewiss, Independent Chairman, DWS Mutual Funds, P.O. Box 78, Short Hills, NJ 07078.
ITEM 11.	CONTROLS AND PROCEDURES
	(a)	The Chief Executive and Financial Officers concluded that the Registrant’s Disclosure Controls and Procedures are effective based on the evaluation of the Disclosure Controls and Procedures as of a date within 90 days of the filing date of this report.
	(b)	There have been no changes in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal controls over financial reporting.
ITEM 12.	EXHIBITS
	(a)(1)	Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.
	(a)(2)	Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.
	(b)	Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto 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:	DWS Small Cap Index VIP, a series of DWS Investments VIT Funds
By:	/s/Brian E. Binder Brian E. Binder President
Date:	February 20, 2014

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

By:	/s/Brian E. Binder Brian E. Binder President
Date:	February 20, 2014
By:	/s/Paul Schubert Paul Schubert Chief Financial Officer and Treasurer
Date:	February 20, 2014