As Filed with the Securities and Exchange Commission on August 8, 2008
Securities Act File No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM N-14
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 X
Pre-Effective Amendment No. __ [ ]
Post-Effective Amendment No. __ [ ]
DWS VALUE SERIES, INC.
(Exact Name of Registrant as Specified in Charter)
345 Park Avenue
New York, NY 10154
(Address of Principal Executive Offices) (Zip Code)
212-454-6778
(Registrant’s Area Code and Telephone Number)
John Millette, Secretary
Two International Place
Boston, Massachusetts 02110
(Name and Address of Agent for Service)
With copies to:
David A. Sturms, Esq. Vedder Price P.C. 222 North LaSalle Street Chicago, Illinois 60601 | John W. Gerstmayr, Esq. Thomas R. Hiller, Esq. Ropes & Gray LLP One International Place Boston, Massachusetts 02110 |
Approximate date of proposed public offering: As soon as practicable after the effective date of this Registration Statement.
TITLE OF SECURITIES BEING REGISTERED: Shares of Beneficial Interest (par value $0.01 per share) of the Registrant.
No filing fee is required because an indefinite number of shares have previously been registered pursuant to Rule 24f-2 under the Investment Company Act of 1940.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
Questions & Answers
DWS Equity Partners Fund, Inc.
Q&A
Q What is happening?
A Deutsche Asset Management (or “DeAM”, as defined on page 3 in the enclosed Prospectus/Proxy Statement) is proposing to merge DWS Equity Partners Fund into DWS Large Cap Value Fund.
You are being asked to vote on the proposal to merge DWS Equity Partners Fund into DWS Large Cap Value Fund.
After carefully reviewing the proposal, your fund’s Board has determined that this action is in the best interests of the fund. The Board unanimously recommends that you vote for this proposal.
Q Why has this proposal been made for my fund?
A DeAM believes the proposed merger is in the best interest of the Fund for several reasons. DeAM believes that the merger will result in lower management fees, lower operational expenses through economies of scale and a combined fund with a better performance record than DWS Equity Partners Fund currently has, which may subsequently lead to additional sales and additional economies of scale. In addition, the proposed merger is consistent with ongoing efforts by DeAM to consolidate overlapping fund products. The investment strategy that DWS Equity Partners Fund currently employs is similar to the current investment strategy of DWS Large Cap Value Fund. Due to this similarity, DeAM does not anticipate the need for DWS Equity Partners Fund to engage in any significant rebalancing of its investment portfolio in anticipation of the proposed merger. Accordingly, DeAM proposed the merger of DWS Equity Partners Fund into DWS Large Cap Value Fund.
Q Will I have to pay taxes as a result of the merger?
A The merger is expected to be a tax-free reorganization for federal income tax purposes and will not take place unless special tax counsel provides an opinion to that effect. If you choose to redeem or exchange your shares before or after the merger, the redemption or exchange likely will generate taxable gain or loss; therefore, you may wish to consult a tax advisor before doing so. Of course, you may also be subject to taxation as a result of the normal operations of your fund whether or not the merger occurs.
Q Upon merger, will I own the same number of shares?
A The aggregate value of your shares will not change as a result of the merger. However, the number of shares you own will change as a result of the merger because your shares will be exchanged at the net asset value per share of DWS Large Cap Value Fund, which will probably be different from the net asset value per share of DWS Equity Partners Fund.
Q When would the merger take place?
A If approved, the merger would occur on or about __________, 2008, or as soon as reasonably practicable after shareholder approval is obtained. Shortly after completion of the merger, shareholders whose accounts are affected by the merger will receive a confirmation statement reflecting their new account number and the number of shares owned.
Q How can I vote?
A You can vote in any one of four ways:
| • | Through the Internet, by going to the website listed on your proxy card; |
| • | By telephone, with a toll-free call to the number listed on your proxy card; |
| • | By mail, by sending the enclosed proxy card, signed and dated, to us in the enclosed envelope; or |
| • | In person, by attending the special meeting. |
We encourage you to vote over the Internet or by telephone, following the instructions that appear on your proxy card. Whichever method you choose, please take the time to read the full text of the Prospectus/Proxy Statement before you vote.
Q Will I be able to continue to track my fund’s performance in the newspaper, on the Internet or through the voice response system?
A Yes. You will be able to track your fund’s performance through all these means.
Q Whom should I call for additional information about this Prospectus/Proxy Statement?
A Please call Computershare Fund Services, Inc., your fund’s proxy solicitor, at 1-866-612-1828.
DWS EQUITY PARTNERS FUND, INC.
A Message from the President
________________________, 2008
Dear Shareholder:
I am writing to ask for your vote on an important matter that affects your investment in DWS Equity Partners Fund, Inc. (“Equity Partners Fund”). While you are, of course, welcome to join us at the Equity Partners Fund shareholders’ meeting, most shareholders cast their vote by filling out and signing the enclosed proxy card, or by voting by telephone or through the Internet.
We are asking for your vote on the following matter:
| Proposal: | Approving an Agreement and Plan of Reorganization and the transactions it contemplates, including the transfer of all of the assets of Equity Partners Fund to DWS Large Cap Value Fund (“Large Cap Fund”), in exchange for shares of Large Cap Fund and the assumption by Large Cap Fund of all the liabilities of Equity Partners Fund, and the distribution of such shares, on a tax-free basis for federal income tax purposes, to the shareholders of Equity Partners Fund in complete liquidation and termination of Equity Partners Fund. |
Deutsche Asset Management (or “DeAM” as defined on page 3 of the enclosed Prospectus/Proxy Statement) has proposed the merger of Equity Partners Fund into Large Cap Fund because it believes that the merger will benefit shareholders of Equity Partners Fund by providing a tax-free method to transition into a Fund that has similar investment objectives and a more favorable performance track record. DeAM also believes that shareholders of Equity Partners Fund will benefit from a larger pool of assets in the combined fund which should result in improved economies of scale and estimated expense ratios that are expected to be lower than the current expense ratios of Equity Partners Fund. The Board of Directors of Equity Partners Fund has approved the proposed merger.
In determining to approve the merger, the Board conducted a thorough review of the potential implications of the merger, and concluded that Equity Partners Fund’s participation in the proposed merger would be in the best interests of Equity Partners Fund and would not dilute the interests of its existing shareholders. A discussion of the factors the Board considered is included in the attached Prospectus/Proxy Statement. If the merger is approved, the Board expects that the proposed changes will take effect during the fourth calendar quarter of 2008.
Included in this booklet is information about the upcoming shareholders’ meeting:
| • | A Notice of a Special Meeting of Shareholders, which summarizes the issue for which you are being asked to provide voting instructions; and |
| • | A Prospectus/Proxy Statement, which provides detailed information on Large Cap Fund, the specific proposal being considered at the shareholders’ meeting, and why the proposal is being made. |
Although we would like very much to have each shareholder attend the meeting, we realize this may not be possible. Whether or not you plan to be present, we need your vote. We urge you to review the enclosed materials thoroughly. Once you’ve determined how you would like your interests to be represented, please promptly complete, sign, date and return the enclosed proxy card, vote by telephone or record your voting instructions on the Internet. A postage-paid envelope is enclosed for mailing, and telephone and Internet voting instructions are listed at the top of your proxy card. You may receive more than one proxy card. If so, please vote each one.
I’m sure that you, like most people, lead a busy life and are tempted to put this proxy aside for another day. Please don’t. Your prompt return of the enclosed proxy card (or your voting by telephone or through the Internet) may save the necessity and expense of further solicitations.
Your vote is important to us. We appreciate the time and consideration I am sure you will give to this important matter. If you have questions about the proposal, please call Computershare Fund Services, Inc., Equity Partners Fund’s proxy solicitor, at 1-866-612-1828 or contact your financial advisor. Thank you for your continued support of DWS Investments.
Sincerely yours,
/s/Michael Clark
Michael Clark
President
DWS Equity Partners Fund, Inc.
DWS EQUITY PARTNERS FUND, INC.
NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS
This is the formal agenda for your Fund’s shareholder meeting. It tells you what matter will be voted on and the time and place of the meeting, in the event you choose to attend in person.
To the Shareholders of DWS Equity Partners Fund, Inc. (“Equity Partners Fund”):
A Special Meeting of Shareholders of Equity Partners Fund will be held October 21, 2008 at 3:00 p.m. Eastern time, at the offices of Deutsche Investment Management Americas Inc., 345 Park Avenue, 27th Floor, New York, New York 10154 (the “Meeting”), to consider the following (the “Proposal”):
| Proposal: | Approving an Agreement and Plan of Reorganization and the transactions it contemplates, including the transfer of all of the assets of Equity Partners Fund to DWS Large Cap Value Fund (“Large Cap Fund”), in exchange for shares of Large Cap Fund and the assumption by Large Cap Fund of all the liabilities of Equity Partners Fund, and the distribution of such shares, on a tax-free basis for federal income tax purposes, to the shareholders of Equity Partners Fund in complete liquidation and termination of Equity Partners Fund. |
The persons named as proxies will vote in their discretion on any other business that may properly come before the Meeting or any adjournments or postponements thereof.
Holders of record of shares of Equity Partners Fund at the close of business on August 26, 2008 are entitled to vote at the Meeting and at any adjournments or postponements thereof.
The chairman of the Meeting may adjourn the Meeting to a designated time, not more than 120 days after the record date, without notice with respect to the proposal to be considered, whether or not a quorum is present with respect to the proposal. Upon motion of the chairman of the Meeting, the question of adjournment may be submitted to a vote of the shareholders and any adjournment must be approved by the vote of the holders of a majority of the shares present and entitled to vote with respect to the proposal without further notice. The Board may postpone the Meeting of shareholders prior to the Meeting with notice to the shareholders entitled to vote at, or receive notice of, the Meeting.
By order of the Board of Directors
/s/John Millette
John Millette
Secretary
_____________________________, 2008
WE URGE YOU TO MARK, SIGN, DATE AND MAIL THE ENCLOSED PROXY IN THE POSTAGE-PAID ENVELOPE PROVIDED OR RECORD YOUR VOTING INSTRUCTIONS BY TELEPHONE OR THROUGH THE INTERNET SO THAT YOU WILL BE REPRESENTED AT THE MEETING.
IF YOU SIMPLY SIGN THE PROXY CARD, IT WILL BE VOTED IN ACCORDANCE WITH THE BOARD’S RECOMMENDATION ON THE PROPOSAL. YOUR PROMPT RETURN OF THE ENCLOSED PROXY CARD (OR YOUR VOTING BY TELEPHONE OR VIA THE INTERNET) MAY SAVE THE NECESSITY AND EXPENSE OF FURTHER SOLICITATIONS.
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of assistance to you and avoid the time and expense involved in validating your vote if you fail to sign your proxy card properly.
| 1. | Individual Accounts: Sign your name exactly as it appears in the registration on the proxy card. |
2. Joint Accounts: Either party may sign, but the name of the party signing should conform exactly to the name shown in the registration on the proxy card.
3. All Other Accounts: The capacity of the individual signing the proxy card should be indicated unless it is reflected in the form of registration. For example:
Registration | | Valid Signature |
| | |
Corporate Accounts: | | |
(1) ABC Corp. | | ABC Corp. John Doe, Treasurer |
(2) ABC Corp. | | John Doe, Treasurer |
(3) ABC Corp. c/o John Doe, Treasurer | | John Doe |
(4) ABC Corp. Profit Sharing Plan | | John Doe, Trustee |
| | |
Partnership Accounts | | |
(1) The XYZ Partnership | | Jane B. Smith, Partner |
(2) Smith and Jones, Limited Partnership | | Jane B. Smith, General Partner |
| | |
Trust Accounts | | |
(1) ABC Trust Account | | Jane B. Doe, Trustee |
(2) Jane B. Doe, Trustee u/t/d 12/28/78 | | Jane B. Doe |
| | |
Custodial or Estate Accounts | | |
(1) John B. Smith, Cust. f/b/o John B. Smith Jr. UGMA/UTMA | | John B. Smith |
(2) Estate of John B. Smith | | John B. Smith, Jr., Executor |
IMPORTANT INFORMATION
FOR SHAREHOLDERS OF
DWS EQUITY PARTNERS FUND, INC.
This document contains a Prospectus/Proxy Statement and a proxy card. A proxy card is, in essence, a ballot. When you vote your proxy, it tells us how to vote on your behalf on an important issue relating to your Fund. If you complete and sign the proxy (or tell us how you want to vote by voting by telephone or through the Internet), we’ll vote it exactly as you tell us. If you simply sign the proxy, we’ll vote it in accordance with the Board’s recommendation on page ____.
We urge you to review the Prospectus/Proxy Statement carefully, and either fill out your proxy card and return it to us by mail, vote by telephone or record your voting instructions through the Internet. Your prompt return of the enclosed proxy card (or your voting by telephone or through the Internet) may save the necessity and expense of further solicitations.
We want to know how you would like to vote and welcome your comments. Please take a few minutes to read these materials and return your proxy to us. If you have any questions, please call Computershare Fund Services, Inc., DWS Equity Partners Fund’s proxy solicitor, at the special toll-free number we have set up for you 1-866-612-1828 or contact your financial advisor.
PROSPECTUS/PROXY STATEMENT
_____________________, 2008
Acquisition of the assets of: | By and in exchange for shares of: |
| |
DWS Equity Partners Fund, Inc. 345 Park Avenue New York, NY 10154 800-621-1048 (Class A, B and C Shares) 800-730-1313 (Institutional Class Shares) | DWS Large Cap Value Fund, a series of DWS Value Series, Inc. 345 Park Avenue New York, NY 10154 800-621-1048 (Class A, B and C Shares) 800-730-1313 (Institutional Class Shares) |
| |
This Prospectus/Proxy Statement is being furnished in connection with the proposed merger of DWS Equity Partners Fund, Inc. (“Equity Partners Fund”) into DWS Large Cap Value Fund (“Large Cap Fund”). Equity Partners Fund and Large Cap Fund are referred to herein collectively as the “Funds,” and each is referred to herein individually as a “Fund.” As a result of the proposed merger, each shareholder of Equity Partners Fund will receive a number of full and fractional shares of the corresponding class of Large Cap Fund equal in aggregate value as of the Valuation Time (as defined below on page ____________) to the aggregate value of such shareholder’s Equity Partners Fund shares.
This Prospectus/Proxy Statement is being mailed on or about __________, 2008. It explains concisely what you should know before voting on the matter described herein or investing in Large Cap Fund, a diversified series of an open-end management investment company. Please read it carefully and keep it for future reference.
The securities offered by this Prospectus/Proxy Statement have not been approved or disapproved by the Securities and Exchange Commission (the “SEC”), nor has the SEC passed upon the accuracy or adequacy of this Prospectus/Proxy Statement. Any representation to the contrary is a criminal offense.
The following documents have been filed with the SEC and are incorporated into this Prospectus/Proxy Statement by reference:
| (i) | the prospectus of Large Cap Fund dated March 1, 2008, as supplemented from time to time, for Class A, B and C shares, a copy of which, if applicable, is included with this Prospectus/Proxy Statement; |
| (ii) | the prospectus of Large Cap Fund dated March 1, 2008, as supplemented from time to time, for Institutional Class shares, a copy of which, if applicable, is included with this Prospectus/Proxy Statement; |
| (iii) | the prospectus of Equity Partners Fund dated October 1, 2007, as supplemented from time to time, for Class A, B and C shares; |
| (iv) | the prospectus of Equity Partners Fund dated October 1, 2007, as supplemented from time to time, for Institutional Class shares; |
| (v) | the statement of additional information of Equity Partners Fund dated October 1, 2007, as supplemented from time to time, for Class A, B, C and Institutional Class shares; |
| (vi) | the statement of additional information relating to the proposed merger, dated __________2008 (the “Merger SAI”); and |
| (vii) | the audited financial statements and related independent registered public accounting firm’s report for Equity Partners Fund contained in the Annual Report for the fiscal year ended May 31, 2008. |
No other parts of Equity Partners Fund’s Annual Report are incorporated by reference herein.
The financial highlights for Large Cap Fund contained in the Semi-Annual Report to shareholders for the period ended May 31, 2008, are attached to this Prospectus/Proxy Statement as Exhibit B.
Shareholders may get free copies of the Funds’ Annual Reports, Semi-annual Reports, prospectuses, statements of additional information (the “SAIs”) and/or the Merger SAI, request other information about a Fund, or make shareholder inquiries, by contacting their financial advisor or by calling the corresponding Fund at 1-800-621-1048 (1-800-730-1313 for Institutional Class shares).
Like shares of Equity Partners Fund, shares of Large Cap Fund are not deposits or obligations of, or guaranteed or endorsed by, any financial institution, are not insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other agency, and involve risk, including the possible loss of the principal amount invested.
This document is designed to give you the information you need to vote on the proposal. Much of the information is required disclosure under rules of the SEC; some of it is technical. If there is anything you don’t understand, please contact Computershare Fund Services, Inc., Equity Partner Fund’s proxy solicitor, at 1-866-612-1828, or contact your financial advisor.
Each Fund is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith files reports and other information with the SEC. You may review and copy information about the Funds, including the SAIs, at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. You may call the SEC at 1-202-551-5850 for information about the operation of the public reference room. You may obtain copies of this information, with payment of a duplication fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the Public Reference Branch, Office of Consumer Affairs and Information Services, Securities and Exchange Commission, Washington, D.C. 20549. You may also access reports and other information about the Funds on the EDGAR database on the SEC’s Internet site at http://www.sec.gov.
I. SYNOPSIS
The responses to the questions that follow provide an overview of key points typically of concern to shareholders considering a proposed merger between mutual funds. These responses are qualified in their entirety by the remainder of this Prospectus/Proxy Statement, which you should read carefully because it contains additional information and further details regarding the proposed merger.
1. | What is being proposed? |
The Board of Equity Partners Fund is recommending that shareholders approve the transactions contemplated by the Agreement and Plan of Reorganization (as described below in Part IV and the form of which is attached hereto as Exhibit A), which is referred to herein as a merger of Equity Partners Fund into Large Cap Fund. If approved by shareholders, all of the assets of Equity Partners Fund will be transferred to Large Cap Fund solely in exchange for the issuance and delivery to Equity Partners Fund of shares of Large Cap Fund (“Merger Shares”) with a value equal to the value of Equity Partners Fund’s assets net of liabilities and for the assumption by Large Cap Fund of all the liabilities of Equity Partners Fund. All Merger Shares delivered to Equity Partners Fund will be delivered at net asset value without a sales load, commission or other similar fee being imposed. Immediately following the transfer, the appropriate class of Merger Shares received by Equity Partners Fund will be distributed pro rata, on a tax-free basis for federal income tax purposes, to its shareholders of record.
2. | What will happen to my shares of Equity Partners Fund as a result of the merger? |
Your shares of Equity Partners Fund will, in effect, be exchanged on a tax-free basis for shares of the same class of Large Cap Fund with an equal aggregate net asset value as of the Valuation Time (as defined below on page ___).
3. | Why has the Board of Equity Partners Fund recommended that shareholders approve the merger? |
Deutsche Asset Management (“DeAM”) advised the Board of Equity Partners Fund that it believes the proposed merger is in the best interest of the Fund for several reasons. DeAM believes that the merger will result in lower management fees, lower operational expenses through economies of scale and a combined fund with a better performance record than Equity Partners Fund currently has, which may subsequently lead to additional sales and additional economies of scale. In addition, the proposed merger is consistent with ongoing efforts by DeAM to consolidate overlapping fund products. The investment strategy that Equity Partners Fund currently employs is similar to the current investment strategy of Large Cap Value Fund. Due to this similarity, DeAM does not anticipate the need for Equity Partners Fund to engage in any significant rebalancing of its investment portfolio in anticipation of the proposed merger. In determining to recommend that shareholders of Equity Partners Fund approve the merger, the Board considered, among others, the following factors:
| • | Similarities and differences between Equity Partner Fund’s and Large Cap Fund’s investment strategies. |
| • | The effective advisory fees paid by the combined fund will be lower at all asset levels as compared to the advisory fees paid by Equity Partners Fund. |
| • | The estimated operating expense ratios of the combined fund are expected to be lower than the current operating expense ratios of Equity Partners Fund. |
The Board has concluded that: (1) the merger is in the best interests of Equity Partners Fund and (2) the interests of the existing shareholders of Equity Partners Fund will not be diluted as a result of the merger. Accordingly, the Board unanimously recommends that shareholders approve the Agreement (as defined on page____) effecting the merger. For a complete discussion of the Board’s considerations please see “Information About the Proposed Merger—Background and Board’s Considerations Relating to the Proposed Merger” below.
4. | What are the investment goals, policies and restrictions of the Funds? |
While not identical, the two Funds have similar investment objectives and techniques. Equity Partners Fund seeks long-term growth of capital and, secondarily, current income. Under normal circumstances, Equity Partners Fund invests at least 80% of assets in a diversified portfolio of common stocks. The Fund’s portfolio management team tries to identify common stocks that they believe are undervalued in the marketplace based on such characteristics as earnings, dividends, cash flow or asset values. In evaluating a stock’s potential, they also consider other factors such as historical earnings growth, industry position, the strength of management and management’s commitment to the interests of their shareholders. While the Fund does not limit its investments to issuers in a particular capitalization range, the portfolio mangers currently focus on securities of larger companies. They look for attractive price-to-value relationships in undervalued stocks of strong companies with good management. The emphasis is on individual stock selection, fundamental research, and valuation flexibility, without rigid constraints. Although it is not a principal investment strategy for the Fund, Equity Partners Fund is permitted, but not required, to use various types of derivatives (contracts whose value is based on, for example, indices, currencies or securities). Derivatives may be used for hedging and for risk management or for non-hedging purposes to seek to enhance potential gains. In particular, the Fund may use futures and options. In addition, the Fund may lend its investment securities in an amount up to 33 1/3% of its total assets to approved institutional borrowers.
Large Cap Fund seeks long-term capital appreciation, with current income as a secondary objective. Under normal circumstances, Large Cap Fund invests at least 80% of net assets, plus the amount of any borrowings for investment purposes, in common stocks and other equity securities of large U.S. companies that are similar in size to the companies in the Russell 1000 Value Index (as of May 31, 2008, the Russell 1000 Value Index had a median market capitalization of $__.__ billion) and that the portfolio manager believes are undervalued. Although the Fund can invest in stocks of any economic sector, at times it may emphasize the financial services sector or other sectors, and may invest more than 25% of total assets in a single sector. The Fund may invest up to 20% of total assets in foreign securities. The Fund’s investments are mainly common stocks, but may also include other types of equities such as preferred or convertible stocks. Although it is not a principal investment strategy for the Fund, Large Cap Fund is permitted, but not required, to use various types of derivatives (contracts whose value is based on, for example, indices, currencies or securities). Derivatives may be used for hedging and for risk management or for non-hedging purposes to seek to enhance potential gains. In particular, the Fund may use futures, currency options and forward currency transactions. In addition, the Fund may lend its investment securities in an amount up to 33 1/3% of its total assets to approved institutional borrowers.
The following table sets forth a summary of the composition of each Fund’s investment portfolio as of May 31, 2008, and DeAM’s estimation of the portfolio composition of Large Cap Fund assuming consummation of the proposed merger.
Portfolio Composition
(as a % of Fund)
| Equity Partners Fund | Large Cap Fund | Large Cap Fund—Estimated (assuming consummation of merger)(1) |
Consumer Discretionary | 4.1% | 4.1% | 4.1% |
Consumer Staples | 9.2% | 9.0% | 9.0% |
Energy | 25.0% | 28.4% | 28.1% |
Financials | 16.0% | 14.4% | 14.6% |
Health Care | 7.8% | 7.9% | 7.9% |
Industrials | 6.2% | 6.2% | 6.2% |
Information Technology | 9.6% | 2.9% | 3.5% |
Materials | 5.5% | 5.8% | 5.7% |
Telecommunication Services | 4.4% | 4.2% | 4.2% |
Utilities | 10.8% | 12.2% | 12.1% |
Cash Equivalents | 1.4% | 4.9% | 4.6% |
Total | 100.0% | 100.0% | 100.0% |
___________________
(1) | Reflects DeAM’s estimation of the portfolio composition of Large Cap Fund subsequent to the merger. There can be no assurance as to actual portfolio composition of Large Cap Fund subsequent to the merger. |
5. | How do the management fees and expense ratios of the two Funds compare, and what are they estimated to be following the merger? |
The following tables summarize the fees and expenses you may pay when investing in the Funds, the expenses that each of the Funds incurred for the 12-month period ended May 31, 2008 and the pro forma estimated expense ratios of Large Cap Fund assuming consummation of the merger as of that date.
Shareholder Fees
(fees paid directly from your investment)
Fee Table | Class A | Class B | Class C | Inst Class |
Maximum Sales Charge (Load) Imposed on Purchases (as % of offering price) Equity Partners Fund | 5.75%(1) | None | None | None |
Large Cap Fund | 5.75%(1) | None | None | None |
Maximum Contingent Deferred Sales Charge (Load) (as % of redemption proceeds) Equity Partners Fund | None(2) | 4.00% | 1.00% | None |
Large Cap Fund | None(2) | 4.00% | 1.00% | None |
Redemption/Exchange Fee on shares owned less than 15 days (as % of redemption proceeds)(3) Equity Partners Fund | 2.00% | 2.00% | 2.00% | 2.00% |
Large Cap Fund | 2.00% | 2.00% | 2.00% | 2.00% |
(1) | Because of rounding in the calculation of the offering price, the actual maximum front-end sales charge paid by an investor may be higher than the percentage noted. |
(2) | The redemption of shares purchased at net asset value under the Large Order NAV Purchase Privilege may be subject to a contingent deferred sales charge of 1.00% if redeemed within 12 months of purchase and 0.50% if redeemed within the next six months following purchase. |
(3) | This fee is charged on all applicable redemptions or exchanges. |
As shown below, the merger is expected to result in a lower total expense ratio for shareholders of Equity Partners Fund. However, there can be no assurance that the merger will result in expense savings.
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
| Management Fees | Distribution/Service (12b-1) Fee | Other Expenses | Total Annual Fund Operating Expenses | Less Expense Waiver/ Reimburse- ments | Net Annual Fund Operating Expenses |
Equity Partners Fund | | | | | | |
Class A | 0.71% | 0.23% | 0.31%(1) | 1.25% | — | 1.25% |
Class B | 0.71% | 1.00% | 0.47%(1) | 2.18% | 0.08%(2) | 2.10% |
Class C | 0.71% | 1.00% | 0.35%(1) | 2.06% | — | 2.06% |
Institutional Class | 0.71% | None | 0.20%(1) | 0.91% | — | 0.91% |
Large Cap Fund | | | | | | |
Class A | 0.42% | 0.24% | 0.39%(1) | 1.05% | — | 1.05% |
Class B | 0.42% | 1.00% | 0.47%(1) | 1.89% | — | 1.89% |
Class C | 0.42% | 1.00% | 0.39%(1) | 1.81% | — | 1.81% |
Institutional Class | 0.42% | None | 0.17%(1) | 0.59% | — | 0.59% |
Large Cap Fund (Pro forma combined) | | | | |
Class A | 0.42% | 0.24% | 0.30%(1)(3) | 0.96% | — | 0.96% |
Class B | 0.42% | 1.00% | 0.41%(1)(3) | 1.83% | — | 1.83% |
Class C | 0.42% | 1.00% | 0.32%(1)( 3) | 1.74% | — | 1.74% |
Institutional Class | 0.42% | None | 0.15%(1)(3) | 0.57% | — | 0.57% |
(1) | Includes 0.10% paid to Deutsche Investment Management Americas Inc. (“DIMA” or “Advisor”), the investment manager for the Funds, for administrative and accounting services pursuant to an Administrative Services Agreement. |
(2) | Through September 30, 2008, DIMA has contractually agreed to waive all or a portion of its management fee and reimburse or pay certain operating expenses of the Fund to the extent necessary to maintain the Fund’s total operating expenses at 2.10% for Class B shares, excluding certain expenses such as extraordinary expenses, taxes, brokerage and interest expenses. |
(3) | Other expenses are estimated, accounting for the effect of the merger. |
Examples
These examples translate the expenses shown in the preceding table into dollar amounts. By doing this, you can more easily compare the costs of investing in the Funds. The examples make certain assumptions. They assume that you invest $10,000 in a Fund for the time periods shown and reinvest all dividends and distributions. They also assume a 5% return on your investment each year and that a Fund’s operating expenses remain the same. The examples are hypothetical; your actual costs and returns may be higher or lower.
| 1 Year | 3 Years | 5 Years | 10 Years |
Equity Partners Fund |
Assuming you sold your shares at the end of each period. |
Class A | $695 | $949 | $1,222 | $1,999 |
Class B | $613 | $974 | $1,362 | $2,054 |
Class C | $309 | $646 | $1,108 | $2,390 |
Institutional Class | $93 | $290 | $504 | $1,120 |
Assuming you kept your shares. |
Class A | $695 | $949 | $1,222 | $1,999 |
Class B | $213 | $674 | $1,162 | $2,054 |
Class C | $209 | $646 | $1,108 | $2,390 |
Institutional Class | $93 | $290 | $504 | $1,120 |
Large Cap Fund |
Assuming you sold your shares at the end of each period. |
Class A | $676 | $890 | $1,121 | $1,784 |
Class B | $592 | $894 | $1,221 | $1,791 |
Class C | $284 | $569 | $980 | $2,127 |
Institutional Class | $60 | $189 | $329 | $738 |
Assuming you kept your shares. |
Class A | $676 | $890 | $1,121 | $1,784 |
Class B | $192 | $594 | $1,021 | $1,791 |
Class C | $184 | $569 | $980 | $2,127 |
Institutional Class | $60 | $189 | $329 | $738 |
Large Cap Fund (Pro forma combined) |
Assuming you sold your shares at the end of each period. |
Class A | $667 | $863 | $1,075 | $1,685 |
Class B | $586 | $876 | $1,190 | $1,709 |
Class C | $277 | $548 | $944 | $2,052 |
Institutional Class | $58 | $183 | $318 | $714 |
Assuming you kept your shares. |
Class A | $667 | $863 | $1,075 | $1,685 |
Class B | $186 | $576 | $990 | $1,709 |
Class C | $177 | $548 | $944 | $2,052 |
Institutional Class | $58 | $183 | $318 | $714 |
The tables below set forth the annual management fee schedules of the Funds, expressed as a percentage of net assets. As of May 31, 2008, Large Cap Fund and Equity Partners Fund had net assets of $1,812,407,956 and $203,317,381, respectively.
The fee schedule for each Fund is as follows:
Large Cap Fund (Pre- and Post Merger) | | Equity Partners Fund | |
First $1.5 billion | 0.425% | First $50 million | 0.915% |
Next $500 million | 0.400% | Next $50 million | 0.765% |
Next $1 billion | 0.375% | Next $100 million | 0.715% |
Next $1 billion | 0.350% | Thereafter | 0.615% |
Next $1 billion | 0.325% | | |
Thereafter | 0.300% | | |
6. | What are the federal income tax consequences of the proposed merger? |
For federal income tax purposes, no gain or loss is expected to be recognized by Equity Partners Fund or its shareholders as a direct result of the merger. DeAM estimates that there will not be any tax loss carryforwards for Equity Partners Fund as a result of the proposed merger. For a more detailed discussion of the tax consequences of the merger, please see “Information about the Proposed Merger — Certain Federal Income Tax Consequences,” below.
7. | Will my dividends be affected by the merger? |
Yes, you will receive dividends more frequently. Large Cap Value’s dividend policy is to distribute income quarterly. Equity Partner Fund’s dividend policy is to distribute income semi-annually.
8. | Do the procedures for purchasing, redeeming and exchanging shares of the two Funds differ? |
No. The procedures for purchasing and redeeming shares of a particular class for each Fund, and for exchanging shares of each Fund for shares of other DWS funds, are identical.
9. | How will I be notified of the outcome of the merger? |
If the proposed merger is approved by shareholders, you will receive confirmation after the merger is completed, indicating your new account number and the number of Merger Shares you are receiving. Otherwise, you will be notified in the next shareholder report of Equity Partners Fund.
10. | Will the number of shares I own change? |
Yes, the number of shares you own will most likely change, but the aggregate value of the shares of Large Cap Fund you receive will equal the aggregate value of the shares of Equity Partners Fund that you hold at the Valuation Time (as defined on page ___). Even though the net asset value per share of each Fund is likely to be different, the total value of each shareholder’s holdings will not change as a result of the merger.
11. | What percentage of shareholders’ votes is required to approve the merger? |
Approval of the merger will require the “yes” vote of the holders of a majority of the outstanding voting securities of Equity Partners Fund as defined in the Investment Company Act of 1940, as amended (the “1940 Act”).
The Directors believe that the proposed merger is in the best interests of Equity Partners Fund. Accordingly, the Directors unanimously recommend that shareholders vote FOR approval of the proposed merger.
II. INVESTMENT STRATEGIES AND RISK FACTORS
What are the main investment strategies and related risks of Large Cap Fund, and how do they compare with those of Equity Partners Fund?
Objectives and Strategies. Large Cap Fund seeks long-term capital appreciation and Equity Partners Fund seeks long-term growth of capital. Both Funds identify current income as a secondary objective. Under normal circumstances, Large Cap Fund invests at least 80% of net assets, plus the amount of any borrowings for investment purposes, in common stocks and other equity securities of large U.S. companies that are similar in size to the companies in the Russell 1000 Value Index (as of May 31, 2008, the Russell 1000 Value Index had a median market capitalization of $__.__ billion) and that the portfolio manager believes are undervalued. The Fund intends to invest primarily in companies whose market capitalizations fall within the normal range of the Index. Although the Fund can invest in stocks of any economic sector (which is comprised of two or more industries), at times it may emphasize the financial services sector or other sectors, and may invest more than 25% of total assets in a single sector. The Fund may invest up to 20% of total assets in foreign securities. The Fund’s equity investments are mainly common stocks, but may also include other types of equities such as preferred or convertible stocks.
In contrast, under normal circumstances, Equity Partners Fund invests at least 80% of its assets, valued at the time the security is purchased, in a diversified portfolio of common stocks. The Fund may not concentrate its investments in a particular industry.
The Funds use different investment processes. The portfolio manager for Large Cap Fund screens for stocks whose price-to-earnings ratios are below the average for the S&P 500 Index. The portfolio manager then compares a company’s stock price to its book value, cash flow and yield, and analyze individual companies to identify those that are financially sound and appear to have strong potential for long-term growth. The portfolio manager assembles Large Cap Fund’s portfolio from among the most attractive stocks, drawing on an analysis of economic outlooks for various sectors and industries. The Large Cap Fund portfolio manager will normally sell a stock when he believes the stock’s price is unlikely to go higher, its fundamental factors have changed, other investment offer better opportunities or in the course of adjusting the Fund’s emphasis on a given industry.
The portfolio manager for Equity Partners Fund utilizes an investment philosophy referred to as “flexible value.” The portfolio manager tries to find common stocks that he believes are undervalued in the marketplace based on such characteristics as earnings, dividends, cash flow or asset values. In evaluating a stock’s potential he also considers other factors such as historical earnings growth, industry position, the strength of management and management’s commitment to the interests of their shareholders. The portfolio manager’s strategy gives him flexibility to purchase traditional value stocks as well as the stocks of high growth rate companies. While the Fund does not limit its investments to issuers in a particular capitalization range, the portfolio manager currently focuses on securities of larger companies. The portfolio manager looks for attractive price-to-value relationships in undervalued stocks of strong companies with good management. The emphasis is on individual stock selection, fundamental research, and valuation flexibility, without rigid constraints. The portfolio manager’s investment process involves eliminating investments in companies in which the portfolio manager’s confidence has waned and adding investments in which his confidence is high. The portfolio manager tries to avoid selling long-term holdings simply because the holdings have gone up significantly and buying weaker companies simply because their stocks have lagged.
Other Investments. Each Fund is also permitted, but not required, to use various types of derivatives (contracts whose value is based on, for example, indices, currencies or securities). Derivatives may be used for hedging and for risk management or for non-hedging purposes to seek to enhance potential gains. In particular, Large Cap Fund may use futures, currency options and forward currency transactions and Equity Partners Fund may use futures and options. Each Fund may use derivatives in circumstances where portfolio management believes they offer an economical means of gaining exposure to a particular asset class or to keep cash on hand to meet shareholder redemptions or other needs while maintaining exposure to the market.
Securities Lending. Each Fund may lend its investment securities in an amount up to 33 1/3% of its total assets to approved institutional borrowers who need to borrow securities in order to complete certain transactions.
Other Policies. Although major changes tend to be infrequent, each Fund’s Board could change the Fund’s investment objectives without seeking shareholder approval. The Board will provide shareholders with at least 60 days notice prior to making any changes to each Fund’s 80% investment policy.
As a temporary defensive measure, each of Large Cap Fund and Equity Partners Fund could shift up to 50% and 100%, respectively, of its assets into investments such as money market securities or other short-term securities that offer comparable levels of risk. This could prevent losses, but while engaged in a temporary defensive position, a Fund will not be pursuing its investment objectives. However, the portfolio manager may choose not to use these strategies for various reasons, even in very volatile market conditions.
Large Cap Fund also may trade securities actively. This could raise transaction costs (thus lowering return) and could mean higher taxable distributions.
DeAM believes that Large Cap Fund should provide a comparable investment opportunity for shareholders of Equity Partners Fund.
Primary Risks. As with any investment, you may lose money by investing in Large Cap Fund. Certain risks associated with an investment in Large Cap Fund are summarized below. Subject to certain exceptions, the risks of an investment in Large Cap Fund are similar to the risks of an investment in Equity Partners Fund. More detailed descriptions of the risks associated with an investment in Large Cap Fund can be found in the Large Cap Fund prospectus and SAI.
The value of your investment in Large Cap Fund will change with changes in the values of the investments held by Large Cap Fund. A wide array of factors can affect those values. In this summary we describe the principal risks that may affect Large Cap Fund’s investments as a whole. Large Cap Fund could be subject to additional principal risks because the types of investments it makes can change over time.
Stock Market Risk. As with most stock funds, the most important factor affecting Large Cap Fund is how the stock market performs (to the extent Large Cap Fund invests in a particular market sector, the Fund’s performance may be proportionally affected by that segment’s general performance). When stock prices fall, you should expect the value of your investment to fall as well. Because a stock represents ownership in its issuer, stock prices can be hurt by poor management, shrinking product demand and other business risks. These may affect single companies as well as groups of companies. In addition, movements in financial markets may adversely affect a stock’s price, regardless of how well the company performs. The market as a whole may not favor the types of investments Large Cap Fund makes and Large Cap Fund may not be able to get attractive prices for them. An investment in Equity Partners Fund is also subject to this risk.
Security Selection Risk. A risk that pervades all investing is the risk that the securities in a Fund’s portfolio may decline in value. An investment in Equity Partners Fund is also subject to this risk.
Value Investing Risk. At times, “value” investing may perform better than or worse than other investment styles and the overall market. If the portfolio manager overestimates the value or return potential of one or more common stocks, Large Cap Fund may underperform the general equity market. Value stocks may also be out of favor for certain periods in relation to growth stocks.
Industry Risk. While Large Cap Fund does not concentrate in any industry, to the extent that Large Cap Fund has exposure to a given industry or sector, any factors affecting that industry or sector could affect the value of portfolio securities. For example, manufacturers of consumer goods could be hurt by a rise in unemployment, or technology companies could be hurt by such factors as market saturation, price competition and rapid obsolescence.
Securities Lending Risk. Any loss in the market price of securities loaned by Large Cap Fund that occurs during the term of the loan would be borne by Large Cap Fund and would adversely affect Large Cap Fund’s performance. Also, there may be delays in recovery of securities loaned or even a loss of rights in the collateral should the borrower of the securities fail financially while the loan is outstanding. However, loans will be made only to borrowers selected by Large Cap Fund’s delegate after a review of relevant facts and circumstances, including the creditworthiness of the borrower. An investment in Equity Partners Fund is also subject to this risk.
Other factors that could affect the performance of Large Cap Fund include:
| • | the portfolio manager could be wrong in his analysis of industries, companies, economic trends, the relative attractiveness of different securities or other matters |
| • | foreign securities may be more volatile than their US counterparts, for reasons such as currency fluctuations and political and economic uncertainty. |
Secondary Risks
Derivatives Risk. Risks associated with derivatives include: the risk that the derivative is not well correlated with the security, index or currency to which it relates; the risk that derivatives may result in losses or missed opportunities; the risk that Large Cap Fund will be unable to sell the derivative because of an illiquid secondary market; the risk that a counterparty is unwilling or unable to meet its obligation; and the risk that the derivatives transaction could expose Large Cap Fund to the effects of leverage, which could increase Large Cap Fund’s exposure to the market and magnify potential losses. There is no guarantee that these derivatives, to the extent employed, will have the intended effect, and their use could cause lower returns or even losses to Large Cap Fund. The use of derivatives by Large Cap Fund to hedge risk may reduce the opportunity for gain by offsetting the positive effect of favorable price movements. An investment in Equity Partners Fund is also subject to this risk.
Pricing Risk. At times, market conditions may make it difficult to value some investments, and Large Cap Fund may use certain valuation methodologies for some of its investments, such as fair value pricing. Given the subjective nature of such valuation methodologies, it is possible that the value determined for an investment may be different than the value realized upon such investment’s sale. If Large Cap Fund has valued its securities too highly, you may pay too much for its shares when you buy into Large Cap Fund. If Large Cap Fund has underestimated the price of its securities, you may not receive the full market value when you sell your Large Cap Fund shares. An investment in Equity Partners Fund is also subject to this risk.
IPO Risk. Securities purchased in initial public offerings (IPOs) may be very volatile, rising and falling rapidly, often based, among other reasons, on investor perceptions rather than on economic reasons.
Performance Information. The following information provides some indication of the risks of investing in each Fund. Of course, a Fund’s past performance is not an indication of future performance.
The bar charts show how the performance of each Fund’s Class A shares has varied from year to year, which may give some idea of risk. The tables following the charts show how each Fund’s performance compares with one or more broad-based market indices (which, unlike the Funds, do not have any fees or expenses). The tables include the effects of maximum sales loads. After-tax returns are shown for Class A only and will vary for other classes. After-tax returns are estimates calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown in the table.
Calendar Year Total Returns (%)
Large Cap Fund – Class A Shares
![](https://capedge.com/proxy/N-14/0000088053-08-000796/img1.gif)
For the periods included in the bar chart:
Best Quarter: 18.70%, Q2 2003 | Worst Quarter: -19.48%, Q3 2002 |
Year-to-date performance through June 30, 2008: -3.18%.
Equity Partners Fund – Class A Shares*
![](https://capedge.com/proxy/N-14/0000088053-08-000796/img2.gif)
For the periods included in the bar chart:
Best Quarter: | 29.97%, Q4 1998 | Worst Quarter: | -16.63%, Q3 1998 |
Year-to-date performance through June 30, 2008: -10.24%.
* | In March 2008, the Board of Equity Partners Fund approved the termination of the Fund’s sub-advisory agreement with Alex Brown Investment Management (“ABIM”), and DIMA assumed day-to-day portfolio management responsibilities for the Fund. Since that time, the Fund has been managed by DIMA in a manner substantially similar to the manner in which Large Cap Fund has been managed since early 2007. |
Average Annual Total Returns (for period ended December 31, 2007)
| Past 1 year | Past 5 years | Past 10 Years |
Large Cap Fund | | | |
Class A | | | |
Return before Taxes | 6.05% | 12.56% | 6.70% |
Return after Taxes on Distributions | 2.41 | 11.06 | 5.15 |
Return after Taxes on Distributions and Sale of Fund Shares | 7.52* | 10.72 | 5.22* |
Class B (Return before Taxes) | 8.81 | 12.83 | 6.43 |
Class C (Return before Taxes) | 11.68 | 13.04 | 6.46 |
Institutional Class (Return before Taxes) | 13.02 | 14.33 | 8.93** |
Russell 1000® Value Index (reflects no deductions for fees, expenses or taxes) | -0.17 | 14.63 | 7.68 |
S&P 500 Index (reflects no deductions for fees, expenses or taxes) | 5.49 | 12.83 | 5.91 |
________________________
* | Return after Taxes on Distributions and Sale of Fund Shares is higher than other return figures for the same period due to a capital loss occurring upon redemption resulting in an assumed tax deduction for the shareholder. |
** | Inception date for the Institutional Class was June 1, 2000. |
Total return would have been lower had certain expenses not been reduced.
Russell 1000® Value Index is an unmanaged index that consists of those stocks in the Russell 1000 Index with less-than-average growth orientation. Russell 1000® Index is an unmanaged price-only index of the 1,000 largest capitalized companies that are domiciled in the US and whose common stocks are traded.
Standard & Poor’s 500 Index (S&P 500) is an unmanaged, capitalization-weighted index of 500 stocks. The index is designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries.
| Past 1 year | Past 5 years | Past 10 Years |
Equity Partners Fund* | | | |
Class A | | | |
Return before Taxes | -14.08% | 9.33% | 5.97% |
Return after Taxes on Distributions | -15.88 | 8.55 | 5.33 |
Return after Taxes on Distributions and Sale of Fund Shares | -6.56** | 8.08 | 5.09 |
Class B (Return before Taxes) | -12.01 | 9.62 | 5.78 |
Class C (Return before Taxes) | -9.58 | 9.78 | 5.95 |
Institutional Class (Return before Taxes) | -8.56 | 10.92 | 6.88 |
S&P 500 Index (reflects no deductions for fees, expenses or taxes) | 5.49 | 12.83 | 5.91 |
____________________
* | In March 2008, the Board of Equity Partners Fund approved the termination of the Fund's sub-advisory agreement with ABIM, and DIMA assumed day-to-day portfolio management responsibilities for the Fund. Since that time, the Fund has been managed by DIMA in a manner substantially similar to the manner in which Large Cap Fund has been managed since early 2007. |
** | Return after Taxes on Distributions and Sale of Fund Shares is higher than other return figures for the same period due to a capital loss occurring upon redemption resulting in an assumed tax deduction for the shareholder. |
Standard & Poor’s 500 Index (S&P 500) is an unmanaged, capitalization-weighted index of 500 stocks. The index is designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries.
Current performance may be higher or lower than the performance data quoted above. For more recent performance information, call your financial advisor or 1-800-621-1048 (1-800-730-1313 for Institutional Class shares) or visit our Web site at www.dws-investments.com.
III. OTHER INFORMATION ABOUT THE FUNDS
Advisor and Portfolio Manager. DIMA, with headquarters at 345 Park Avenue, New York, NY 10154, is the investment advisor for each Fund. Under the oversight of the Board of each Fund, DIMA, or a subadvisor, makes investment decisions, buys and sells securities for each Fund and conducts research that leads to these purchase and sale decisions. DIMA provides a full range of global investment advisory services to institutional and retail clients.
DWS Investments is part of DeAM, which is the marketing name in the U.S. for the asset management activities of Deutsche Bank AG, DIMA, Deutsche Bank Trust Company Americas and DWS Trust Company. DeAM is a global asset management organization that offers a wide range of investing expertise and resources, including hundreds of portfolio managers and analysts and an office network that reaches the world’s major investment centers. This well-resourced global investment platform brings together a wide variety of experience and investment insight across industries, regions, asset classes and investing styles. DIMA is an indirect, wholly owned subsidiary of Deutsche Bank AG. Deutsche Bank AG is a major global banking institution that is engaged in a wide range of financial services,
including investment management, mutual funds, retail, private and commercial banking, investment banking and insurance.
Large Cap Fund. The subadvisor for Large Cap Fund is Deutsche Asset Management International GmbH (“DeAMI”), Mainzer Landstrasse 178-190, Frankfurt am Main, Germany. DeAMI renders investment advisory and management services to the Fund. DeAMI is an investment advisor registered with the Securities and Exchange Commission and currently manages over $60 billion in assets, which is primarily comprised of institutional accounts and investment companies. DeAMI is a subsidiary of Deutsche Bank AG. DIMA compensates DeAMI out of the management fee it receives from the Fund.
While working with a team of investment professionals who collaborate to develop and implement the Fund’s investment strategy, Large Cap Fund’s portfolio manager has authority over all aspects of Large Cap Fund’s investment portfolio, including but not limited to, purchases and sales of individual securities, portfolio construction techniques, portfolio risk assessment and the management of daily cash flows in accordance with the portfolio holdings. The following individual handles the day-to-day management of Large Cap Fund:
Thomas Schuessler, PhD, is the Portfolio Manager for Large Cap Fund. Dr. Schuessler is a Director of DeAM. He joined Deutsche Asset Management in 2001 after five years at Deutsche Bank, and began managing the Large Cap Fund in 2007.
Large Cap Fund’s statement of additional information provides additional information about the portfolio manager’s investments in the Fund, a description of his compensation structure and information regarding other accounts he manages.
Equity Partners Fund. The investment portfolio for Equity Partners Fund is managed by a team of investment professionals at DIMA who collaborate to develop and implement the Fund’s investment strategy. The following people handle the day-to-day management of Equity Partners Fund:
David F. Hone is Lead Portfolio Manager for Equity Partners Fund. Mr. Hone is a Director of DeAM. He joined the investment team for Equity Partners Fund in March 2008. He joined Deutsche Asset Management in 1996 after 8 years of experience as an analysts at Chubb & Son.
Dr. Thomas Schuessler, who serves as Portfolio Manager for Large Cap Fund, joined Equity Partners Fund as a consultant in March 2008. Dr. Schuessler is a Director of DeAM. He joined Deutsche Asset Management in 2001 after five years at Deutsche Bank.
Equity Partners Fund’s statement of additional information provides additional information about the portfolio management team’s investments in the Fund, a description of their compensation structure and information regarding other accounts they manage.
Distribution and Service Fees. Pursuant to separate Underwriting and Distribution Services Agreements, DWS Investments Distributors, Inc., 222 South Riverside Plaza, Chicago, Illinois 60606, an affiliate of DIMA, is the principal underwriter and distributor for the Class A, Class B, Class C and Institutional Class shares of Large Cap Fund and Equity Partners Fund, and acts as the agent of each Fund in the continuous offering of its shares. Large Cap Fund has adopted distribution and/or service plans on behalf of the Class A, B and C shares in accordance with Rule 12b-1 under the 1940 Act that are substantially identical to the corresponding distribution and/or service plans for Equity Partners Fund. The Rule 12b-1 plans allow the Funds to pay distribution and/or service fees for the sale and distribution of their shares and for services provided to shareholders. Because these fees are paid out of the Fund’s assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than other types of investments.
Class A shares of each Fund have a 12b-1 plan, under which a shareholder servicing fee of up to 0.25% is deducted from class assets each year. Class B and C shares of each Fund have a 12b-1 plan, under which a distribution fee of 0.75% and a shareholder servicing fee of up to 0.25% are deducted from class assets each year.
Directors and Officers. As of April 1, 2008, the Directors overseeing Large Cap Fund, a series of DWS Value Series, Inc., are the same as the Directors who oversee Equity Partners Fund: Dawn-Marie Driscoll (Chair), John W. Ballantine, Henry P. Becton, Keith R. Fox, Paul K. Freeman, Kenneth C. Froewiss, Richard J. Herring, William McClayton, Rebecca W. Rimel, Axel Schwarzer, William N. Searcy, Jr., Jean Gleason Stromberg and Robert H. Wadsworth. The officers of DWS Value Series, Inc. are the same as those of Equity Partners Fund.
Independent Registered Public Accounting Firm (“Auditor”). Ernst & Young LLP, 200 Clarendon Street, Boston, MA 02116, serves as Large Cap Fund’s independent registered public accounting firm. Ernst & Young LLP audits and reports on the Fund’s annual financial statements, reviews certain regulatory reports and the Fund’s federal income tax returns, and performs other professional accounting, auditing, tax and advisory services when engaged to do so by the Fund. PricewaterhouseCoopers LLC, 125 High Street, Boston, MA 02110 serves as Equity Partners Fund’s independent registered public accounting firm audits the financial statements of the Fund and provides other audit, tax and related services to the Fund.
Charter Documents.
DWS Value Series, Inc. Large Cap Fund is one of five series of DWS Value Series, Inc. (the “Corporation”). The Corporation was organized as a Maryland corporation in October 1987 and has an authorized capitalization of 4,775,000,000 shares of $0.01 par value common stock. Currently, Class A, Class B, Class C, Class S and Institutional Class shares are offered by Large Cap Fund.
Shares. The Directors of the Corporation have the authority to create additional funds and to designate the relative rights and preferences as between the different funds. The Directors also may authorize the division of shares of Large Cap Fund into different classes, which may bear different expenses. All shares issued and outstanding are fully paid and non-assessable, transferable, have no pre-emptive or conversion rights and are redeemable as described in the SAI and in Large Cap Fund’s prospectus. Each share has equal rights with each other share of the same class of the Large Cap Fund as to voting, dividends, exchanges, conversion features and liquidation. Shareholders are entitled to one vote for each full share held and fractional votes for fractional shares held. The Directors may also terminate Large Cap Fund or any class by notice to the shareholders without shareholder approval.
Shareholder Meetings. The Corporation is not required to hold annual meetings of shareholders unless required by the 1940 Act. Special meetings of shareholders may be called by the Chairman, President or a majority of the members of the Board of Directors and shall be called by the Secretary upon the written request of the holders of at least twenty-five percent of the shares of the capital stock of the Corporation issued and outstanding and entitled to vote at such meeting.
Shareholder Liability. Pursuant to Maryland law, shareholders are generally not personally liable for the debts of the Corporation or any of its series.
Director Liability. The Corporation’s Articles of Amendment and Restatement, as amended, provide that the Directors of the Corporation, to the fullest extent permitted by the Maryland General Corporation Law and the 1940 Act, shall not be liable to the Corporation or its shareholders for damages. The By-Laws, as amended, provide that the Corporation will indemnify Directors and officers of the Corporation against liabilities and expenses actually incurred in connection with litigation in which they may be involved because of their positions with the Corporation. However, nothing in the Articles of Amendment and Restatement, as amended, or the By-Laws, as amended, protects or indemnifies a Director or officer against any liability to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.
Election and Term of Directors. Each Director of the Corporation serves until the next meeting of shareholders, if any, called for the purpose of electing Directors and until the election and qualification of a successor or until such Director sooner dies, resigns, retires or is removed. Any of the Directors may be removed (provided the aggregate number of Directors after such removal shall not be less than one) with cause, by the action of a majority of the remaining Directors. Any Director may be removed at any meeting of shareholders by vote of a majority of the outstanding shares. The Directors shall promptly call a meeting of the shareholders for the purpose of voting upon the question of removal of any such Director or Directors when requested in writing to do so by the holders of not less than ten percent of the outstanding shares, and in that connection, the Directors will assist shareholder communications to the extent provided for in Section 16(c) under the 1940 Act.
DWS Equity Partners Fund, Inc. Equity Partners Fund is a registered open-end management investment company organized as a corporation under the laws of Maryland on November 29, 1994. The Fund is currently divided into four classes of shares: Class A, Class B, Class C and Institutional Class.
Shares. Each share of the Fund may be subject to such sales loads or charges, expenses and fees, account size requirements, and other rights and provisions, which may be different from any other share of any fund (including shares of the same fund), as the Board of Directors of the corporation may establish or change from time to time. All shares issued and outstanding are fully paid and non-assessable, transferable, have no pre-emptive rights (except as may be determined by the Board of Directors) or conversion rights (except as described below) and are redeemable as described in the SAI and in the Equity Partners Fund’s prospectuses.
Each share has equal rights with each other share of the same class of Equity Partners Fund as to voting, dividends, exchanges and liquidation. Shareholders are entitled to one vote for each full share held and fractional votes for fractional shares held. The Directors of Equity Partners Fund may also terminate the Fund or any class by notice to the shareholders without shareholder approval.
The Board of Directors may determine that shares of a fund or a class of a fund shall be automatically converted into shares of another fund of the corporation or of another class of the same or another fund based on the relative net assets of such fund or class at the time of conversion. The Board may also provide that holders of shares of a fund or a class of a fund shall have the right to convert or exchange their shares into shares of one or more other funds or classes on terms established by the Board.
Shareholder Meetings. Equity Partners Fund is not required to hold an annual meeting of shareholders in any year in which the election of Directors is not required by the 1940 Act. If a meeting of shareholders of the Fund is required by the 1940 Act to take action on the election of Directors, then an annual meeting shall be held to elect Directors and take such other action as may come before the meeting. Special meetings of the shareholders of the Fund, for any purpose or purposes, may be called at any time by the Board of Directors or by the President, and shall be called by the President or Secretary at the request in writing of shareholders entitled to cast a majority of the votes entitled to be cast at the meeting. The shareholders also would vote upon changes in fundamental policies or restrictions.
Shareholder Liability. Pursuant to Maryland law, shareholders of Equity Partners Fund generally have no personal liability for debts or obligations of the Fund as a result of their status as shareholders.
Director Liability. The Corporation’s Articles of Amendment and Restatement provide that the Directors of the Corporation, to the fullest extent permitted by the Maryland General Corporation Law and the 1940 Act, shall not be liable to the Corporation or its shareholders for damages. The By-Laws, as amended, provide that the Corporation will indemnify Directors and officers of the Corporation against liabilities and expenses actually incurred in connection with litigation in which they may be involved because of their positions with the Corporation. However, nothing in the Articles of Amendment and Restatement, as amended, or the By-Laws, as amended, protects or indemnifies a Director or officer against any liability to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.
Election and Term of Directors. Each Director of the Fund serves until the next meeting of shareholders, if any, called for the purpose of electing Directors and until the election and qualification of a successor or until such Director sooner dies, resigns, retires, is removed or incapacitated. Any Director who has become incapacitated by illness or injury as determined by a majority of the other Directors may be retired by written instrument, signed by at least a majority of the number of Directors prior to such removal, specifying the date upon which such removal shall become effective. Any Director may be removed with or without cause (i) by the vote of the shareholders holding two-thirds of the outstanding shares, or (ii) by the action of two-thirds of the remaining Directors. The Directors shall promptly call a meeting of the shareholders for the purpose of voting upon the question of removal of any Director or Directors when requested in writing so to do by the holders of not less than ten percent of the outstanding shares, and in that connection, the Directors will assist shareholder communications to the extent provided for in Section 16(c) under the 1940 Act.
The foregoing is only a summary of the charter documents of Large Cap Fund and Equity Partners Fund and is not a complete description of provisions contained in those sources. Shareholders should refer to the provisions of those documents and state law directly for a more thorough description.
IV. INFORMATION ABOUT THE PROPOSED MERGER
General. The shareholders of Equity Partners Fund are being asked to approve the merger pursuant to an Agreement and Plan of Reorganization between Equity Partners Fund and the Corporation, on behalf of Large Cap Fund (the “Agreement”), the form of which is attached to this Prospectus/Proxy Statement as Exhibit A.
The merger is structured as a transfer of all of the assets of Equity Partners Fund to Large Cap Fund in exchange for the assumption by Large Cap Fund of all the liabilities of Equity Partners Fund and for the issuance and delivery of Merger Shares to Equity Partners Fund equal in aggregate value to the net value of the assets transferred to Large Cap Fund.
After receipt of the Merger Shares, Equity Partners Fund will distribute the Merger Shares to its shareholders, in proportion to their existing shareholdings, in complete liquidation of Equity Partners Fund, and the legal existence of Equity Partners Fund will be terminated. Each shareholder of Equity Partners Fund will receive a number of full and fractional Merger Shares of the same class(es) as, and equal in aggregate value as of the Valuation Time (as defined on page ___) to, the aggregate value of the shareholder’s Equity Partners Fund shares.
Prior to the date of the merger, Equity Partners Fund will sell all investments that are not consistent with the current investment objectives, policies, restrictions and investment strategies of Large Cap Fund, if any, and declare a taxable distribution which, together with all previous distributions, will have the effect of distributing to shareholders all of its net investment income and net realized capital gains, if any, through the date of the merger. The sale of such investments may increase the taxable distribution to shareholders of Equity Partners Fund occurring prior to the merger above that which they would have received absent the merger.
The Directors of Equity Partners Fund have voted unanimously to approve the Agreement and the proposed merger and to recommend that shareholders also approve the merger. The actions contemplated by the Agreement and the related matters described therein will be consummated only if approved by the affirmative vote of the holders of a majority of the outstanding voting securities of Equity Partners Fund, as defined in the 1940 Act.
In the event that the merger does not receive the required shareholder approval, each Fund will continue to be managed as a separate Fund in accordance with its current investment objectives and policies, and the Directors of Equity Partners Fund and the Directors of the Corporation may consider such alternatives as may be in the best interests of each Fund.
Background and Board’ Considerations Relating to the Proposed Merger. DeAM proposed the merger to the Board of Equity Partners Fund in May 2008 as part of an ongoing effort to improve the Fund's investment performance. In March 2008, the Board of Equity Partners Fund approved the termination of the Fund's sub-advisory agreement with Alex Brown Investment Management ("ABIM"), and DIMA assumed day-to-day portfolio management responsibilities for the Fund. Since that time, the Fund has been managed by DIMA in a manner substantially similar to the manner in which Large Cap Fund has been managed since early 2007. DeAM advised the Board that a merger of Equity Partners Fund into Large Cap Fund would provide shareholders with the opportunity to invest in a larger fund with lower management fees, a lower total operating expense ratio and a substantially similar investment approach to that employed by Equity Partners Fund since ABIM's termination in March 2008.
The Directors conducted a thorough review of the potential implications of the merger on Equity Partners Fund’s shareholders. They were assisted in this review by their independent legal counsel. The Directors met on several occasions to review and discuss the merger, both among themselves and with representatives of DeAM.
On July 16, 2008, the Directors of Equity Partners Fund, including all Directors who are not “interested persons” (as defined in the 1940 Act) (“Independent Directors”), approved the terms of the proposed merger of Equity Partners Fund into Large Cap Fund. The Directors have also unanimously determined to recommend that the merger be approved by Equity Partners Fund’s shareholders.
In determining to recommend that the shareholders of Equity Partners Fund approve the merger, the Directors considered, among other factors:
| • | The high degree of compatibility of Equity Partners Fund’s and Large Cap Fund’s investment objectives, policies, restrictions and portfolios, and that the merger would permit the shareholders of Equity Partners Fund to pursue similar investment goals in a significantly larger fund; |
| • | The investment advisory fee schedules for Equity Partners Fund and Large Cap Fund, and, in particular, noted that the effective advisory fees paid by the combined fund will be lower at all asset levels as compared to the advisory fees paid by Equity Partners Fund; |
| • | The operating expense ratios of Equity Partners Fund and Large Cap Fund, including a comparison between the expenses of Equity Partners Fund and the estimated total operating expense ratios of the combined fund, and, in particular, noted that the total operating expense ratios of Class A, Class B, Class C and Institutional Class shares of the combined fund were expected to be lower than the total operating expenses ratios of the corresponding classes of Equity Partners Fund; |
| • | The expenses to be incurred in connection with the merger; |
| • | The merger would not result in the dilution of the interests of Equity Partners Fund shareholders and that the terms and conditions of the Agreement were fair and reasonable and consistent with industry practice; |
| • | Services available to shareholders of Equity Partners Fund and Large Cap Fund are substantially similar on a class-level basis; |
| • | The investment performance of Equity Partners Fund and Large Cap Fund; |
| • | Prospects for the combined fund to attract additional assets; and |
| • | The federal income tax consequences of the merger on Equity Partners Fund and its shareholders. |
Based on all of the foregoing, the Directors concluded that Equity Partners Fund’s participation in the merger would be in the best interests of Equity Partners Fund and would not dilute the interests of Equity Partners Fund’s existing shareholders. The Board of Directors of Equity Partners Fund, including all of the Independent Directors, unanimously recommends that shareholders of the Fund approve the merger.
Agreement and Plan of Reorganization. The proposed merger will be governed by the Agreement, the form of which is attached as Exhibit A. The Agreement provides that Large Cap Fund will acquire all of the assets of Equity Partners Fund solely in exchange for the assumption by Large Cap Fund of all the liabilities of Equity Partners Fund and for the issuance of Merger Shares equal in value to the value of the transferred assets net of assumed liabilities. The shares will be issued on the next full business day (the “Exchange Date”) following the time as of which the Funds’ shares are valued for determining net asset value for the merger (4:00 p.m. Eastern time, on __________, 2008, or such other date and time as may be agreed upon by the parties (the “Valuation Time”)). The following discussion of the Agreement is qualified in its entirety by the full text of the Agreement.
Equity Partners Fund will transfer all of its assets to Large Cap Fund, and in exchange, Large Cap Fund will assume all the liabilities of Equity Partners Fund and deliver to Equity Partners Fund a number of full and fractional Merger Shares of each class having an aggregate net asset value equal to the value of the assets of Equity Partners Fund attributable to shares of the corresponding class of Equity Partners Fund, less the value of the liabilities of Equity Partners Fund assumed by Large Cap Fund attributable to shares of such class of Equity Partners Fund. Immediately following the transfer of assets on the Exchange Date, Equity Partners Fund will distribute pro rata to its shareholders of record as of the Valuation Time the full and fractional Merger Shares received by Equity Partners Fund, with Merger Shares of each class being distributed to holders of shares of the corresponding class of Equity Partners Fund. As a result of the proposed transaction, each shareholder of Equity Partners Fund will receive a number of Merger Shares of each class equal in aggregate value at the Valuation Time to the value of Equity Partners Fund shares of the corresponding class surrendered by the shareholder. This distribution will be accomplished by the establishment of accounts on the share records of Large Cap Fund in the name of such Equity Partners Fund shareholders, each account representing the respective number of full
and fractional Merger Shares of each class due the respective shareholder. New certificates for Merger Shares will not be issued.
The Directors of Equity Partners Fund and the Directors of the Corporation have determined that the interests of their respective Fund’s shareholders will not be diluted as a result of the transactions contemplated by the Agreement, and the Directors of Equity Partners Fund and the Directors of the Corporation have determined that the proposed merger is in the best interests of their respective Fund.
The consummation of the merger is subject to the conditions set forth in the Agreement. The Agreement may be terminated and the merger abandoned (i) by mutual consent of Large Cap Fund and Equity Partners Fund, (ii) by either party if the merger shall not be consummated by __________________, 2008 or (iii) by either party if the other party shall have materially breached, or made a material and intentional misrepresentation in or in connection with the Agreement.
If shareholders of Equity Partners Fund approve the merger, Equity Partners Fund agrees to coordinate its portfolio with Large Cap Fund’s portfolio from the date of the Agreement up to and including the Exchange Date in order that, when the assets of Equity Partners Fund are added to the portfolio of Large Cap Fund, the resulting portfolio will meet the investment objectives, policies, restrictions and strategies of Large Cap Fund. DeAM has represented that no significant portion of the portfolio of Equity Partners Fund will need to be liquidated prior to the merger.
Fees and expenses, including legal and accounting expenses, SEC registration fees, portfolio transfer taxes (if any), any trading costs in connection with coordinating Equity Partners Fund’s portfolio with Large Cap Fund’s portfolio prior to the merger and any other expenses incurred in connection with the consummation of the merger and related transactions contemplated by the Agreement will be borne by Equity Partners Fund. The one time merger costs are expected to be approximately $150,000, which includes the cost of proxy solicitation. DeAM has agreed to pay the one time merger costs, including the cost of solicitation, to the extent such costs exceed $843,000.
Description of the Merger Shares. Merger Shares will be issued to Equity Partners Fund’s shareholders in accordance with the Agreement as described above. The Merger Shares are Class A, Class B, Class C and Institutional Class shares of Large Cap Fund.
Equity Partners Fund shareholders receiving Merger Shares will not pay an initial sales charge on such shares. Each class of Merger Shares has the same characteristics as shares of the corresponding class of Equity Partners Fund. In other words, your Merger Shares will be treated as having been purchased on the date you purchased your Equity Partners Fund shares and for the price you originally paid. For more information on the characteristics of each class of Merger Shares, please see the applicable Large Cap Fund prospectus, a copy of which was mailed with this Prospectus/Proxy Statement.
Certain Federal Income Tax Consequences. As a condition to each Fund’s obligation to consummate the reorganization, each Fund will receive a tax opinion from Willkie Farr & Gallagher LLP, special tax counsel (which opinion will be based on certain factual representations of the Funds and certain customary assumptions), to the effect that, on the basis of the existing provisions of the US Internal Revenue Code of 1986, as amended (the “Code”), current administrative rules and court decisions, for federal income tax purposes:
The acquisition by Large Cap Fund of all of the assets of Equity Partners Fund solely in exchange for Merger Shares and the assumption by Large Cap Fund of all of the liabilities of Equity Partners Fund, followed by the distribution by Equity Partners Fund to its shareholders of Merger Shares in complete liquidation of Equity Partners Fund, all pursuant to the Agreement, constitutes a reorganization within the meaning of Section 368(a) of the Code, and Equity Partners Fund and Large Cap Fund will each be a “party to a reorganization” within the meaning of Section 368(b) of the Code.
Under Section 361 of the Code, Equity Partners Fund will not recognize gain or loss upon the transfer of its assets to Large Cap Fund in exchange for Merger Shares and the assumption of Equity Partners Fund’s liabilities by Large Cap Fund, and Equity Partners Fund will not recognize gain or loss upon the distribution to its shareholders of the Merger Shares in liquidation of Equity Partners Fund.
Under Section 354 of the Code, shareholders of Equity Partners Fund will not recognize gain or loss on the receipt of Merger Shares solely in exchange for Equity Partners Fund shares.
Under Section 358 of the Code, the aggregate basis of the Merger Shares received by each shareholder of Equity Partners Fund will be the same as the aggregate basis of Equity Partners Fund shares exchanged therefor.
Under Section 1223(1) of the Code, the holding period of the Merger Shares received by each Equity Partners Fund shareholder will include the holding period of the Equity Partners Fund shares exchanged therefor, provided that the Equity Partners Fund shareholder held the Equity Partners Fund shares at the time of the reorganization as a capital asset.
Under Section 1032 of the Code, Large Cap Fund will not recognize gain or loss upon the receipt of the assets of Equity Partners Fund in exchange for Merger Shares and the assumption by Large Cap Fund of all the liabilities of Equity Partners Fund.
Under Section 362(b) of the Code, the basis of the assets of Equity Partners Fund transferred to Large Cap Fund in the reorganization will be the same in the hands of Large Cap Fund as the basis of such assets in the hands of Equity Partners Fund immediately prior to the transfer.
Under Section 1223(2) of the Code, the holding periods of the assets of Equity Partners Fund transferred to Large Cap Fund in the reorganization in the hands of Large Cap Fund will include the periods during which such assets were held by Equity Partners Fund.
Portfolio assets of Equity Partners Fund could be required to be sold in connection with the merger. The tax effect of such sales will depend on the holding periods of such assets and the difference between the price at which such portfolio assets are sold and Equity Partners Fund’s basis in such assets. Any net capital gains recognized in these sales, after the application of any available capital loss carryforwards, will be distributed to Equity Partners Fund’s shareholders as capital gain dividends. Any net short-term capital gains (in excess of any net long-term capital loss and after application of any available capital loss carryforwards) will be distributed as ordinary dividends. All such distributions will be made during or with respect to the year of sale and will be taxable to shareholders.
After the merger, the availability of Equity Partners Fund’s pre-merger capital losses to offset or defer recognition of capital gains for the benefit of Equity Partners Fund shareholders may be reduced. This will be true if Equity Partners Fund has substantial realized losses at the time of the merger and Large Cap Fund does not. In that case, Equity Partners Fund’s losses will be spread over the larger asset base of the combined fund, causing a decrease for Equity Partners Fund shareholders in the amount of losses available to offset future gains.
Also, the combined fund’s ability to use Equity Partners Fund’s or Large Cap Fund’s pre-merger capital losses may be limited under certain tax rules applicable to mergers of this type. The effect of these potential limitations, however, will depend on a number of factors including the amount of the losses, the amount of gains to be offset, the exact timing of the merger and the amount of unrealized capital gains in the funds at the time of the merger.
This description of the federal income tax consequences of the merger is made without regard to the particular facts and circumstances of any shareholder. Shareholders are urged to consult their own tax advisors as to the specific consequences to them of the merger, including, without limitation, the applicability and effect of federal, state, local, non-US and other tax laws.
The portfolio turnover rate for Large Cap Fund, i.e., the ratio of the lesser of annual sales or purchases to the monthly average value of the portfolio (excluding from both the numerator and the denominator securities with maturities at the time of acquisition of one year or less), for the period ended May 31, 2008 was __%. The portfolio turnover rate for Equity Partners Fund for the period ended May 31, 2008 was __%. A higher portfolio turnover rate involves greater brokerage and transaction expenses to a fund and may result in the realization of increased net capital gains, including increased net short-term capital gains, which would be taxable to shareholders when distributed (and in the case of net short-term capital gains, would be taxed as ordinary income).
Large Cap Fund intends to distribute dividends from its investment company taxable income (computed without regard to any deduction for dividends paid) and net realized capital gains, after utilization of capital loss carryforwards, if any, quarterly. Equity Partners Fund’s current policy is to distribute dividends from its investment company taxable income (computed without regard to any deduction for dividends paid) and net realized capital gains, after utilization of capital loss carryforwards, if any, semi-annually. An additional distribution may be made if necessary. Shareholders of each Fund can have their dividends and distributions automatically invested in additional shares of the same class of that Fund, or a different fund in the same family of funds, at net asset value and credited to the shareholder’s account on the payment date or, at the shareholder’s election, sent to the shareholder by check. If an investment is in the form of a retirement plan, all dividends and capital gains distributions must be reinvested in the shareholder’s account. If the Agreement is approved by Equity Partners Fund’s shareholders, Equity Partners Fund will pay its shareholders a distribution of all undistributed net investment company taxable income (computed without regard to any deduction for dividends paid) and undistributed realized net capital gains (after reduction by any capital loss carryforwards) immediately prior to the Closing (as defined in the Agreement).
While as noted above, shareholders are not expected to recognize any gain or loss upon the exchange of their shares in the merger, increases in the Funds’ portfolio turnover rates, net investment income and net realized capital gains, and a potential decrease in capital losses available to offset future gains may result in future taxable distributions to shareholders arising indirectly from the merger.
Capitalization. The following table sets forth the capitalization of each Fund as of May 31, 2008, and of Large Cap Fund on a pro forma combined basis, giving effect to the proposed acquisition of assets at net asset value as of that date.(1)
| Equity Partners Fund | Large Cap Fund | Pro Forma Adjustments | Pro Forma Combined |
Net Assets | | | | |
Class A Shares | $149,767,186 | $ 316,189,121 | — | $ 465,956,307 |
Class B Shares | $ 3,745,259 | $ 27,169,155 | — | $ 30,914,414 |
Class C Shares | $ 6,149,962 | $ 31,249,621 | — | $ 37,399,583 |
Class S Shares | — | $1,373,091,531 | — | $1,373,091,531 |
Institutional Class | $ 43,654,974 | $ 64,708,528 | — | $ 108,363,502 |
Total Net Assets | $203,317,381 | $1,812,407,956 | — | $2,015,725,337 |
Shares Outstanding | | | | |
Class A Shares | 6,294,485 | 15,019,865 | 819,874 | 22,134,224 |
Class B Shares | 171,149 | 1,288,506 | 6,471 | 1,466,126 |
Class C Shares | 280,821 | 1,483,602 | 11,154 | 1,775,577 |
Class S Shares | — | 65,212,547 | — | 65,212,547 |
Institutional Class | 1,817,585 | 3,066,792 | 251,396 | 5,135,773 |
Net Asset Value Per Share | | | | |
Class A Shares | $23.79 | $21.05 | — | $21.05 |
Class B Shares | $21.88 | $21.09 | — | $21.09 |
Class C Shares | $21.90 | $21.06 | — | $21.06 |
Class S Shares | — | $21.06 | — | $21.06 |
Institutional Class | $24.02 | $21.10 | — | $21.10 |
(1) | Assumes the merger had been consummated on May 31, 2008, and is for information purposes only. No assurance can be given as to how many shares of Large Cap Fund will be received by the shareholders of Equity Partners Fund on the date the merger takes place, and the foregoing should not be relied upon to reflect the number of shares of Large Cap Fund that actually will be received on or after such date. |
The Directors of Equity Partners Fund, a majority of whom are independent Directors, unanimously recommend approval of the merger.
V. INFORMATION ABOUT VOTING AT THE SHAREHOLDER MEETING
General. This Prospectus/Proxy Statement is furnished in connection with the proposed merger of Equity Partners Fund into Large Cap Fund and the solicitation of proxies by and on behalf of the Directors of Equity Partners Fund for use at the Special Meeting of Equity Partners Fund Shareholders (the “Meeting”). The Meeting is to be held on October 21, 2008 at 3:00 p.m. Eastern time at the offices of DIMA, 345 Park Avenue, 27th Floor, New York, New York 10154, or at such later time as is made necessary by adjournment or postponement. The Notice of the Special Meeting of Shareholders, the Prospectus/Proxy Statement and the enclosed form of proxy are being mailed to shareholders on or about ____________, 2008.
As of August 26, 2008, Equity Partners Fund had the following shares outstanding:
Share Class | Number of Shares |
| |
Class A | |
Class B | |
Class C | |
Institutional Class | |
Only shareholders of record on August 26, 2008 will be entitled to notice of and to vote at the Meeting. Each share is entitled to one vote, with fractional shares voting proportionally.
The Directors of Equity Partners Fund know of no matters other than those set forth herein to be brought before the Meeting. If, however, any other matters properly come before the Meeting, it is the Directors’ intention that proxies will be voted on such matters in accordance with the judgment of the persons named in the enclosed form of proxy.
Required Vote. Proxies are being solicited from Equity Partners Fund’s shareholders by the Directors of Equity Partners Fund for the Meeting. Unless revoked, all valid proxies will be voted in accordance with the specification thereon or, in the absence of specification, FOR approval of the Agreement. The transactions contemplated by the Agreement will be consummated only if approved by the affirmative vote of the holders of a majority of the outstanding voting securities of Equity Partners Fund as defined in the 1940 Act as (A) 67% or more of the voting securities of Equity Partners Fund present at the meeting, if the holders of more than 50% of the outstanding voting securities of Equity Partners Fund are present or represented by proxy; or (B) more than 50% of the outstanding voting securities of Equity Partners Fund, whichever is less.
Record Date, Quorum and Method of Tabulation. Shareholders of record of Equity Partners Fund at the close of business on August 26, 2008 (the “Record Date”) will be entitled to vote at the Meeting or any adjournment thereof. The holders of at least one-third of the shares of Equity Partners Fund outstanding at the close of business on the Record Date present in person or represented by proxy will constitute a quorum for the Meeting.
Votes cast by proxy or in person at the Meeting will be counted by persons appointed by Equity Partners Fund as tellers for the Meeting. The tellers will count the total number of votes cast “FOR” approval of the proposal for purposes of determining whether sufficient affirmative votes have been cast. The tellers will count shares represented by proxies that reflect abstentions and “broker non-votes” (i.e., shares held by brokers or nominees as to which (i) instructions have not been received from the beneficial owners or the persons entitled to vote, and (ii) the broker or nominee does not have the discretionary voting power on a particular matter) as shares that are present and entitled to vote on the matter for purposes of determining the presence of a quorum. Abstentions and broker non-votes will therefore have the effect of a negative vote on the proposal.
Share Ownership. As of August 26, 2008, the officers and Directors of Equity Partners Fund as a group beneficially owned [less than 1%] of the outstanding shares of Equity Partners Fund and the officers and Directors of the Corporation as a group beneficially owned [less than 1%] of the outstanding shares of Large Cap Fund. To the best of the knowledge of Equity Partners Fund, the following shareholders owned of record or beneficially 5% or more of the outstanding shares of any class of Equity Partners Fund as of such date:
Class | Shareholder Name and Address | Percentage Owned |
| | |
To the best of the knowledge of Large Cap Fund, the following shareholders owned of record or beneficially 5% or more of the outstanding shares of any class of Large Cap Fund as of August 26, 2008:
Class | Shareholder Name and Address | Percentage Owned |
| | |
Solicitation of Proxies. In addition to soliciting proxies by mail, certain officers and representatives of Equity Partners Fund, officers and employees of the Advisor and certain financial services firms and their representatives, who will receive no extra compensation for their services, may solicit proxies by telephone, telegram or personally.
All properly executed proxies received in time for the Meeting will be voted as specified in the proxy or, if no specification is made, in favor of the proposal.
Computershare Fund Services, Inc. (“Computershare”) has been engaged to assist in the solicitation of proxies, at an estimated cost of $ 23,286. As the Meeting date approaches, certain shareholders of Equity Partners Fund may receive a telephone call from a representative of Computershare if their votes have not yet been received. Authorization to permit Computershare to execute proxies may be obtained by telephonic or electronically transmitted instructions from shareholders of Equity Partners Fund. Proxies that are obtained telephonically or through the Internet will be recorded in accordance with the procedures described below. The Directors believe that these procedures are reasonably designed to ensure that both the identity of the shareholder casting the vote and the voting instructions of the shareholder are accurately determined.
In all cases where a telephonic proxy is solicited, the Computershare representative is required to ask for each shareholder’s full name and address, or the zip code, or both, and to confirm that the shareholder has received the proxy materials in the mail. If the shareholder is a corporation or other entity, the Computershare representative is required to ask for the person’s title and confirmation that the person is authorized to direct the voting of the shares. If the information solicited agrees with the information provided to Computershare, then the Computershare representative has the responsibility to explain the process, read the proposal on the proxy card, and ask for the shareholder’s instructions on the proposal. Although the Computershare representative is permitted to answer questions about the process, he or she is not permitted to recommend to the shareholder how to vote, other than to read any recommendation set forth in the Prospectus/Proxy Statement. Computershare will record the shareholder’s instructions on the card. Within 72 hours, the shareholder will be sent a letter or mailgram to confirm his or her vote and asking the shareholder to call Computershare immediately if his or her instructions are not correctly reflected in the confirmation.
Please see the instructions on your proxy card for telephone touch-tone voting and Internet voting. Shareholders will have an opportunity to review their voting instructions and make any necessary changes before submitting their voting instructions and terminating their telephone call or Internet link. Shareholders who vote via the Internet, in addition to confirming their voting instructions prior to submission, will also receive an e-mail confirming their instructions upon request.
If a shareholder wishes to participate in the Meeting, but does not wish to give a proxy by telephone or electronically, the shareholder may still submit the proxy card originally sent with the Prospectus/Proxy Statement or attend in person. Should shareholders require additional information regarding the proxy or replacement proxy card, they may contact Computershare toll-free at 1-866-612-1828. Any proxy given by a shareholder is revocable until voted at the Meeting.
Persons holding shares as nominees will, upon request, be reimbursed for their reasonable expenses in soliciting instructions from their principals. The cost of preparing, printing and mailing the enclosed proxy card and
Prospectus/Proxy Statement, and all other costs incurred in connection with the solicitation of proxies for Equity Partners Fund, including any additional solicitation made by letter, telephone or telegraph, will be paid by Equity Partners Fund (subject to the cap described above).
Revocation of Proxies. Proxies, including proxies given by telephone or over the Internet, may be revoked at any time before they are voted either (i) by a written revocation received by the Secretary of the Fund at One Beacon Street, Boston, MA 02108, (ii) by properly submitting a later-dated proxy that is received by the Fund at or prior to the Meeting or (iii) by attending the Meeting and voting in person. Merely attending the Meeting without voting, however, will not revoke a previously submitted proxy.
Adjournment and Postponement. Whether or not a quorum is present, the Meeting may, by action of the chairman of the Meeting, be adjourned from time to time without notice with respect to the proposal to be considered at the Meeting to a designated time, not more than 120 days after the Record Date. In addition, upon motion of the chairman of the Meeting, the question of adjournment may be submitted to a vote of the shareholders and any adjournment must be approved by the vote of the holders of a majority of the shares present and entitled to vote with respect to the proposal without further notice. Unless a proxy is otherwise limited in this regard, any shares present and entitled to vote at the Meeting that are represented by broker non-votes, may, at the discretion of the proxies, be voted in favor of such adjournment. The Board of Directors may postpone the Meeting of shareholders prior to the Meeting with notice to the shareholders entitled to vote at or to receive notice of the Meeting.
EXHIBIT A
FORM OF AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of this [ ] day of __________, 2008, by and among DWS Value Series, Inc. (the “Acquiring Corporation”), a Maryland corporation, on behalf of DWS Large Cap Value Fund (the “Acquiring Fund”), a series of the Acquiring Corporation; DWS Equity Partners Fund, Inc. (the “Acquired Fund”), a Maryland corporation (the “Acquired Fund” and, together with the Acquiring Fund, each a “Fund” and collectively the “Funds”); and Deutsche Investment Management Americas Inc. (“DIMA”), investment adviser to the Funds (for purposes of section 10.2 of the Agreement only). The principal place of business of the Acquiring Corporation and the Acquired Fund is 345 Park Avenue, New York, New York 10154.
This Agreement is intended to be and is adopted as a plan of reorganization and liquidation within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). The reorganization (the “Reorganization”) will consist of the transfer of all of the assets of the Acquired Fund to the Acquiring Fund in exchange solely for Class A, Class B, Class C and Institutional Class voting shares of beneficial interest (par value $0.01 per share) of the Acquiring Fund (the “Acquiring Fund Shares”), the assumption by the Acquiring Fund of all of the liabilities of the Acquired Fund and the distribution of the Acquiring Fund Shares to the Class A, Class B, Class C and Institutional Class shareholders of the Acquired Fund in complete liquidation and termination of the Acquired Fund as provided herein, all upon the terms and conditions hereinafter set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises and of the covenants and agreements hereinafter set forth, the parties hereto covenant and agree as follows:
1. Transfer of Assets of the Acquired Fund to the Acquiring Fund in Consideration for Acquiring Fund Shares, the Assumption of All Acquired Fund Liabilities and the Liquidation of the Acquired Fund
1.1 Subject to the terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Acquired Fund agrees to transfer to the Acquiring Fund all of the Acquired Fund’s assets as set forth in section 1.2, and the Acquiring Fund agrees in consideration therefor (i) to deliver to the Acquired Fund that number of full and fractional Class A, Class B, Class C and Institutional Class Acquiring Fund Shares determined by dividing the value of the Acquired Fund’s assets net of any liabilities of the Acquired Fund with respect to the Class A, Class B, Class C and Institutional Class shares of the Acquired Fund, computed in the manner and as of the time and date set forth in section 2.1, by the net asset value of one Acquiring Fund Share of the corresponding class, computed in the manner and as of the time and date set forth in section 2.2; and (ii) to assume all of the liabilities of the Acquired Fund, including, but not limited to, any deferred compensation to the Acquired Fund’s trustees. All Acquiring Fund Shares delivered to the Acquired Fund shall be delivered at net asset value without a sales load, commission or other similar fee being imposed. Such transactions shall take place at the closing provided for in section 3.1 (the “Closing”).
1.2 The assets of the Acquired Fund to be acquired by the Acquiring Fund (the “Assets”) shall consist of all assets, including, without limitation, all cash, cash equivalents, securities, commodities and futures contracts and dividends or interest or other receivables that are owned by the Acquired Fund and any deferred or prepaid expenses shown on the unaudited statement of assets and liabilities of the Acquired Fund prepared as of the effective time of the Closing in accordance with accounting principles generally accepted in the United States of America (“GAAP”) applied consistently with those of the Acquired Fund’s most recent audited statement of assets and liabilities. The Assets shall constitute at least 90% of the fair market value of the net assets, and at least 70% of the fair market value of the gross
assets, held by the Acquired Fund immediately before the Closing (excluding for these purposes assets used to pay the dividends and other distributions paid pursuant to section 1.4).
1.3 The Acquired Fund will endeavor, to the extent practicable, to discharge all of its liabilities and obligations that are accrued prior to the Closing Date as defined in section 3.1.
1.4 On or as soon as practicable prior to the Closing Date as defined in section 3.1, the Acquired Fund will declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all of its investment company taxable income (computed without regard to any deduction for dividends paid) and realized net capital gain, if any, for the current taxable year through the Closing Date.
1.5 Immediately after the transfer of Assets provided for in section 1.1, the Acquired Fund will distribute to the Acquired Fund’s shareholders of record with respect to each class of its shares (the “Acquired Fund Shareholders”), determined as of the Valuation Time (as defined in section 2.1), on a pro rata basis within that class, the Acquiring Fund Shares of the same class received by the Acquired Fund pursuant to section 1.1 and will completely liquidate. Such distribution and liquidation will be accomplished with respect to each class of the Acquired Fund by the transfer of the Acquiring Fund Shares then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Acquired Fund Shareholders. The Acquiring Fund shall have no obligation to inquire as to the validity, propriety or correctness of such records, but shall assume that such transaction is valid, proper and correct. The aggregate net asset value of Class A, Class B, Class C and Institutional Class Acquiring Fund Shares to be so credited to the Class A, Class B, Class C and Institutional Class Acquired Fund Shareholders shall, with respect to each class, be equal to the aggregate net asset value of the Acquired Fund shares of the same class owned by such shareholders as of the Valuation Time. All issued and outstanding shares of the Acquired Fund will simultaneously be cancelled on the books of the Acquired Fund, although share certificates representing interests in Class A, Class B, Class C and Institutional Class shares of the Acquired Fund, if any, will represent a number of Acquiring Fund Shares after the Closing Date as determined in accordance with section 2.3. The Acquiring Fund will not issue certificates representing Acquiring Fund Shares.
1.6 Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Fund. Shares of the Acquiring Fund will be issued in the manner described in the Acquiring Fund’s then-current prospectuses and statement of additional information for Class A, Class B, Class C and Institutional Class shares.
1.7 Any reporting responsibility of the Acquired Fund including, without limitation, the responsibility for filing of regulatory reports, tax returns or other documents with the Securities and Exchange Commission (the “Commission”), any state securities commission and any federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Fund.
1.8 All books and records of the Acquired Fund, including all books and records required to be maintained under the Investment Company Act of 1940, as amended (the “1940 Act”), and the rules and regulations thereunder, shall be available to the Acquiring Fund from and after the Closing Date and shall be turned over to the Acquiring Fund as soon as practicable following the Closing Date.
2.1 The value of the Assets and liabilities of the Acquired Fund shall be computed as of the close of regular trading on The New York Stock Exchange, Inc. (the “NYSE”) on the business day
immediately preceding the Closing Date, as defined in section 3.1 (the “Valuation Time”) after the declaration and payment of any dividends and/or other distributions on that date, using the valuation procedures set forth in the Acquiring Corporation’s Articles of Amendment and Restatement, as amended, and the Acquiring Fund’s then-current prospectuses or statement of additional information for Class A, Class B, Class C and Institutional Class shares, copies of which have been delivered to the Acquired Fund.
2.2 The net asset value of a Class A, Class B, Class C and Institutional Class Acquiring Fund Share shall be the net asset value per share computed with respect to that class as of the Valuation Time using the valuation procedures referred to in section 2.1.
2.3 The number of Class A, Class B, Class C and Institutional Class Acquiring Fund Shares to be issued (including fractional shares, if any) in consideration for the Assets shall be determined with respect to each such class by dividing the value of the Assets net of liabilities with respect to Class A, Class B, Class C and Institutional Class shares of the Acquired Fund, as the case may be, determined in accordance with section 2.1 by the net asset value of an Acquiring Fund Share of the same class determined in accordance with section 2.2.
2.4 All computations of value hereunder shall be made by or under the direction of each Fund’s respective accounting agent, if applicable, in accordance with its regular practice and the requirements of the 1940 Act and shall be subject to confirmation by such Fund’s respective Independent Registered Public Accounting Firm upon the reasonable request of the other Fund.
3. | Closing and Closing Date |
3.1 The Closing of the transactions contemplated by this Agreement shall be _________, 2008, or such later date as the parties may agree in writing (the “Closing Date”). All acts taking place at the Closing shall be deemed to take place simultaneously as of 9:00 a.m., Eastern time, on the Closing Date, unless otherwise agreed to by the parties. The Closing shall be held at the offices of counsel to the Acquiring Fund, or at such other place and time as the parties may agree.
3.2 The Acquired Fund shall deliver to the Acquiring Fund on the Closing Date a schedule of Assets.
3.3 State Street Bank and Trust Company (“SSB”), custodian for the Acquired Fund, shall deliver at the Closing a certificate of an authorized officer stating that (a) the Assets shall have been delivered in proper form to SSB, also the custodian for the Acquiring Fund, prior to or on the Closing Date and (b) all necessary taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. The Acquired Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by the custodian for the Acquired Fund to the custodian for the Acquiring Fund for examination no later than five business days preceding the Closing Date and transferred and delivered by the Acquired Fund as of the Closing Date by the Acquired Fund for the account of Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Acquired Fund’s portfolio securities and instruments deposited with a securities depository, as defined in Rule 17f-4 under the 1940 Act, shall be delivered as of the Closing Date by book entry in accordance with the customary practices of such depositories and the custodian for the Acquiring Fund. The cash to be transferred by the Acquired Fund shall be delivered by wire transfer of federal funds on the Closing Date.
3.4 DWS Investments Service Company (“DWS ISC”), as transfer agent for the Acquired Fund shall deliver at the Closing a certificate of an authorized officer stating that its records contain the
names and addresses of the Acquired Fund Shareholders and the number and percentage ownership (to three decimal places) of outstanding Class A, Class B, Class C and Institutional Class Acquired Fund shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date to the Acquired Fund or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund’s account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably request to effect the transactions contemplated by this Agreement.
3.5 In the event that immediately prior to the Valuation Time (a) the NYSE or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on the NYSE or elsewhere shall be disrupted so that, in the judgment of the Board of Directors (each a “Board”) of either party to this Agreement, accurate appraisal of the value of the net assets with respect to the Class A, Class B, Class C and Institutional Class shares of the Acquiring Fund or the Acquired Fund is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored.
3.6 The liabilities of the Acquired Fund shall include all of the Acquired Fund’s liabilities, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable at the Closing Date, and whether or not specifically referred to in this Agreement, including but not limited to, any deferred compensation to the Acquired Fund’s directors.
4. | Representations and Warranties |
| 4.1 | The Acquired Fund represents and warrants to the Acquiring Fund as follows: |
(a) The Acquired Fund is a Maryland corporation duly organized and validly existing under the laws of the State of Maryland with power under the Acquired Fund’s Articles of Amendment and Restatement to own all of its properties and assets and to carry on its business as it is now being conducted and, subject to approval of shareholders of the Acquired Fund, to carry out the Agreement. The Acquired Fund is duly designated in accordance with the applicable provisions of the Acquired Fund’s Articles of Amendment and Restatement. The Acquired Fund is qualified to do business in all jurisdictions in which it is required to be so qualified, except jurisdictions in which the failure to so qualify would not have a material adverse effect on the Acquired Fund. The Acquired Fund has all material federal, state and local authorizations necessary to own all of the properties and assets and to carry on its business as now being conducted, except authorizations which the failure to so obtain would not have a material adverse effect on the Acquired Fund;
(b) The Acquired Fund is registered with the Commission as an open-end management investment company under the 1940 Act, and such registration is in full force and effect and the Acquired Fund is in compliance in all material respects with the 1940 Act and the rules and regulations thereunder;
(c) No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Acquired Fund of the transactions contemplated herein, except such as have been obtained under the Securities Act of 1933, as
amended (the “1933 Act”), the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the 1940 Act and such as may be required by state securities laws;
(d) The Acquired Fund is not, and the execution, delivery and performance of this Agreement by the Acquired Fund will not result (i) in violation of Maryland law or of the Acquired Fund’s Articles of Amendment and Restatement, or By-Laws, as amended, (ii) in a violation or breach of, or constitute a default under, any material agreement, indenture, instrument, contract, lease or other undertaking to which the Acquired Fund is a party or by which it is bound, and the execution, delivery and performance of this Agreement by the Acquired Fund will not result in the acceleration of any obligation, or the imposition of any penalty, under any agreement, indenture, instrument, contract, lease, judgment or decree to which the Acquired Fund is a party or by which it is bound, or (iii) in the creation or imposition of any lien, charge or encumbrance on any property or assets of the Acquired Fund;
(e) Other than as disclosed on a schedule provided by the Acquired Fund, no material litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or to its knowledge threatened against the Acquired Fund or any properties or assets held by it. The Acquired Fund knows of no facts which might form the basis for the institution of such proceedings which would materially and adversely affect its business, other than as disclosed in the foregoing schedule, and is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its business or its ability to consummate the transactions herein contemplated;
(f) The Statements of Assets and Liabilities, Operations, and Changes in Net Assets, the Financial Highlights, and the Investment Portfolio of the Acquired Fund at and for the fiscal year ended May 31, 2008, have been audited by PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm, and are in accordance with GAAP consistently applied, and such statements (a copy of each of which has been furnished to the Acquiring Fund) present fairly, in all material respects, the financial position of the Acquired Fund as of such date in accordance with GAAP and there are no known contingent liabilities of the Acquired Fund required to be reflected on a statement of assets and liabilities (including the notes thereto) in accordance with GAAP as of such date not disclosed therein;
(g) Since May 31, 2008, there has not been any material adverse change in the Acquired Fund’s financial condition, assets, liabilities or business other than changes occurring in the ordinary course of business, or any incurrence by the Acquired Fund of indebtedness maturing more than one year from the date such indebtedness was incurred except as otherwise disclosed to and accepted in writing by the Acquiring Fund. For purposes of this subsection (g), a decline in net asset value per share of the Acquired Fund due to declines in market values of securities in the Acquired Fund’s portfolio, the discharge of Acquired Fund liabilities, or the redemption of Acquired Fund shares by Acquired Fund Shareholders shall not constitute a material adverse change;
(h) At the date hereof and at the Closing Date, all federal and other tax returns and reports of the Acquired Fund required by law to have been filed by such dates (including any extensions) shall have been filed and are or will be correct in all material respects, and all federal and other taxes shown as due or required to be shown as due on said returns and reports shall have been paid or provision shall have been made for the payment thereof, and, to the best of the Acquired Fund’s knowledge, no such return is currently under audit and no assessment has been asserted with respect to such returns;
(i) For each taxable year of its operation (including the taxable year ending on the Closing Date), the Acquired Fund has met the requirements of Subchapter M of the Code for qualification as a regulated investment company and has elected to be treated as such, has been eligible to and has computed its federal income tax under Section 852 of the Code, and will have distributed all of its investment company taxable income (determined without regard to the deduction of dividends paid) and net capital gain (as such terms are defined in the Code) that has accrued through the Closing Date;
(j) All issued and outstanding shares of the Acquired Fund (i) have been offered and sold in every state and the District of Columbia in compliance in all material respects with applicable registration requirements of the 1933 Act and state securities laws, (ii) are, and on the Closing Date will be, duly and validly issued and outstanding, fully paid and non-assessable and not subject to preemptive or dissenter’s rights and (iii) will be held at the time of the Closing by the persons and in the amounts set forth in the records of DWS ISC, as provided in section 3.4. The Acquired Fund does not have outstanding any options, warrants or other rights to subscribe for or purchase any of the Acquired Fund shares, nor is there outstanding any security convertible into any of the Acquired Fund shares;
(k) At the Closing Date, the Acquired Fund will have good and marketable title to the Acquired Fund’s assets to be transferred to the Acquiring Fund pursuant to section 1.1 and full right, power, and authority to sell, assign, transfer and deliver such assets hereunder free of any liens or other encumbrances, except those liens or encumbrances as to which the Acquiring Fund has received notice at or prior to the Closing, and upon delivery and payment for such assets, the Acquiring Fund will acquire good and marketable title thereto, subject to no restrictions on the full transfer thereof, including such restrictions as might arise under the 1933 Act and the 1940 Act, except those restrictions as to which the Acquiring Fund has received notice and necessary documentation at or prior to the Closing;
(l) The execution, delivery and performance of this Agreement will have been duly authorized prior to the Closing Date by all necessary action on the part of the Board members of the Acquired Fund (including the determinations required by Rule 17a-8(a) under the 1940 Act), and, subject to the approval of the Acquired Fund Shareholders, this Agreement constitutes a valid and binding obligation of the Acquired Fund enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws relating to or affecting creditors’ rights and to general equity principles;
(m) The information to be furnished by the Acquired Fund for use in applications for orders, registration statements or proxy materials or for use in any other document filed or to be filed with any federal, state or local regulatory authority (including the Financial Industry Regulatory Authority (“FINRA”)), which may be necessary in connection with the transactions contemplated hereby, shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations applicable thereto;
(n) The current prospectuses and statement of additional information of the Acquired Fund conform in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder and do not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading; and
(o) The Registration Statement referred to in section 5.7, insofar as it relates to the Acquired Fund, will, on the effective date of the Registration Statement and on the Closing Date, (i) comply in all material respects with the provisions and regulations of the 1933 Act, the 1934 Act and the 1940 Act, as applicable, and (ii) not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements are made, not materially misleading; provided, however, that the representations and warranties in this section shall not apply to statements in or omissions from the Registration Statement made in reliance upon and in conformity with information that was furnished or should have been furnished by the Acquiring Fund for use therein.
4.2 The Acquiring Corporation, on behalf of the Acquiring Fund, represents and warrants to the Acquired Fund as follows:
(a) The Acquiring Corporation is a Maryland corporation duly organized and validly existing under the laws of the State of Maryland with power under the Acquiring Corporation’s Articles of Amendment and Restatement, as amended, to own all of its properties and assets and to carry on its business as it is now being conducted and to carry out the Agreement. The Acquiring Fund is a separate series of the Acquiring Corporation duly designated in accordance with the applicable provisions of the Acquiring Corporation’s Articles of Amendment and Restatement, as amended. The Acquiring Corporation and Acquiring Fund are qualified to do business in all jurisdictions in which they are required to be so qualified, except jurisdictions in which the failure to so qualify would not have a material adverse effect on the Acquiring Corporation or Acquiring Fund. The Acquiring Fund has all material federal, state and local authorizations necessary to own all of the properties and assets and to carry on its business as now being conducted, except authorizations which the failure to so obtain would not have a material adverse effect on the Acquiring Fund;
(b) The Acquiring Corporation is registered with the Commission as an open-end management investment company under the 1940 Act, and such registration is in full force and effect and the Acquiring Fund is in compliance in all material respects with the 1940 Act and the rules and regulations thereunder;
(c) No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Acquiring Fund of the transactions contemplated herein, except such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act and such as may be required by state securities laws;
(d) The Acquiring Corporation is not, and the execution, delivery and performance of this Agreement by the Acquiring Corporation will not result (i) in violation of Maryland law or of the Acquiring Corporation’s Articles of Amendment and Restatement, as amended, or By-Laws, as amended, (ii) in a violation or breach of, or constitute a default under, any material agreement, indenture, instrument, contract, lease or other undertaking known to counsel to which the Acquiring Fund is a party or by which it is bound, and the execution, delivery and performance of this Agreement by the Acquiring Fund will not result in the acceleration of any obligation, or the imposition of any penalty, under any agreement, indenture, instrument, contract, lease, judgment or decree to which the Acquiring Fund is a party or by which it is bound, or (iii) in the creation or imposition of any lien, charge or encumbrance on any property or assets of the Acquiring Fund;
(e) Other than as disclosed on a schedule provided by the Acquiring Fund, no material litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or to its knowledge threatened against the Acquiring Fund or any properties or assets held by it. The Acquiring Fund knows of no facts which might form the basis for the institution of such proceedings which would materially and adversely affect its business, other than as disclosed in the foregoing schedule, and is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its business or its ability to consummate the transactions herein contemplated;
(f) The Statements of Assets and Liabilities, Operations, and Changes in Net Assets, the Financial Highlights, and the Investment Portfolio of the Acquiring Fund at and for the fiscal year ended November 30, 2007, have been audited by Ernst & Young LLP, Independent Registered Public Accounting Firm, and are in accordance with GAAP consistently applied, and such statements (a copy of each of which has been furnished to the Acquired Fund) present fairly, in all material respects, the financial position of the Acquiring Fund as of such date in accordance with GAAP, and there are no known contingent liabilities of the Acquiring Fund required to be reflected on a statement of assets and liabilities (including the notes thereto) in accordance with GAAP as of such date not disclosed therein;
(g) Since November 30, 2007, there has not been any material adverse change in the Acquiring Fund’s financial condition, assets, liabilities or business other than changes occurring in the ordinary course of business, or any incurrence by the Acquiring Fund of indebtedness maturing more than one year from the date such indebtedness was incurred except as otherwise disclosed to and accepted in writing by the Acquired Fund. For purposes of this subsection (g), a decline in net asset value per share of the Acquiring Fund due to declines in market values of securities in the Acquiring Fund’s portfolio, the discharge of Acquiring Fund liabilities, or the redemption of Acquiring Fund shares by Acquiring Fund shareholders shall not constitute a material adverse change;
(h) At the date hereof and at the Closing Date, all federal and other tax returns and reports of the Acquiring Fund required by law to have been filed by such dates (including any extensions) shall have been filed and are or will be correct in all material respects, and all federal and other taxes shown as due or required to be shown as due on said returns and reports shall have been paid or provision shall have been made for the payment thereof, and, to the best of the Acquiring Fund’s knowledge, no such return is currently under audit and no assessment has been asserted with respect to such returns;
(i) For each taxable year of its operation, the Acquiring Fund has met the requirements of Subchapter M of the Code for qualification as a regulated investment company and has elected to be treated as such, has been eligible to and has computed its federal income tax under Section 852 of the Code, and will do so for the taxable year including the Closing Date;
(j) All issued and outstanding shares of the Acquiring Fund (i) have been offered and sold in every state and the District of Columbia in compliance in all material respects with applicable registration requirements of the 1933 Act and state securities laws and (ii) are, and on the Closing Date will be, duly and validly issued and outstanding, fully paid and non-assessable, and not subject to preemptive or dissenter’s rights. The Acquiring Fund does not have outstanding any options, warrants or other rights to subscribe for or purchase any of the Acquiring Fund Shares, nor is there outstanding any security convertible into any of the Acquiring Fund Shares;
(k) The Acquiring Fund Shares to be issued and delivered to the Acquired Fund, for the account of the Acquired Fund Shareholders, pursuant to the terms of this Agreement, will at the Closing Date have been duly authorized and, when so issued and delivered, will be duly and validly issued and outstanding Acquiring Fund Shares, and will be fully paid and non-assessable.
(l) At the Closing Date, the Acquiring Fund will have good and marketable title to the Acquiring Fund’s assets, free of any liens or other encumbrances, except those liens or encumbrances as to which the Acquired Fund has received notice at or prior to the Closing;
(m) The execution, delivery and performance of this Agreement will have been duly authorized prior to the Closing Date by all necessary action on the part of the Board members of the Acquiring Corporation (including the determinations required by Rule 17a-8(a) under the 1940 Act) and this Agreement will constitute a valid and binding obligation of the Acquiring Corporation, on behalf of the Acquiring Fund, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws relating to or affecting creditors’ rights and to general equity principles;
(n) The information to be furnished by the Acquiring Fund for use in applications for orders, registration statements or proxy materials or for use in any other document filed or to be filed with any federal, state or local regulatory authority (including FINRA), which may be necessary in connection with the transactions contemplated hereby, shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations applicable thereto;
(o) The current prospectuses and statement of additional information of the Acquiring Fund with respect to Class A, Class B, Class C and Institutional Class shares conform in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder and do not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading;
(p) The Registration Statement, only insofar as it relates to the Acquiring Fund, will, on the effective date of the Registration Statement and on the Closing Date, (i) comply in all material respects with the provisions and regulations of the 1933 Act, the 1934 Act, and the 1940 Act and (ii) not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not materially misleading; provided, however, that the representations and warranties in this section shall not apply to statements in or omissions from the Registration Statement made in reliance upon and in conformity with information that was furnished or should have been furnished by the Acquired Fund for use therein; and
(q) The Acquiring Fund agrees to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state securities laws as may be necessary in order to continue its operations after the Closing Date.
5. | Covenants of the Acquiring Fund and the Acquired Fund |
5.1 The Acquiring Fund and the Acquired Fund each covenants to operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary
course of business will include (i) the declaration and payment of customary dividends and other distributions and (ii) such changes as are contemplated by the Funds’ normal operations. No party shall take any action that would, or reasonably would be expected to, result in any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect. The Acquired Fund and Acquiring Corporation covenant and agree to coordinate the respective portfolios of the Acquired Fund and Acquiring Fund from the date of the Agreement up to and including the Closing Date in order that at Closing, when the Assets are added to the Acquiring Fund’s portfolio, the resulting portfolio will meet the Acquiring Fund’s investment objective, policies, strategies and restrictions, as set forth in the Acquiring Fund’s prospectuses for Class A, Class B, Class C and Institutional Class shares, copies of which have been delivered to the Acquired Fund.
5.2 Upon reasonable notice, the Acquiring Corporation’s officers and agents shall have reasonable access to the Acquired Fund’s books and records necessary to maintain current knowledge of the Acquired Fund and to ensure that the representations and warranties made by the Acquired Fund are accurate.
5.3 The Acquired Fund covenants to call a meeting of the Acquired Fund Shareholders entitled to vote thereon to consider and act upon this Agreement and to take all other reasonable action necessary to obtain approval of the transactions contemplated herein. Such meeting shall be scheduled for no later than __________ ____, 2008.
5.4 The Acquired Fund covenants that the Acquiring Fund Shares to be issued hereunder are not being acquired for the purpose of making any distribution thereof other than in accordance with the terms of this Agreement.
5.5 The Acquired Fund covenants that it will assist the Acquiring Fund in obtaining such information as the Acquiring Fund reasonably requests concerning the beneficial ownership of the Acquired Fund shares.
5.6 Subject to the provisions of this Agreement, the Acquiring Fund and the Acquired Fund will each take, or cause to be taken, all actions, and do or cause to be done, all things reasonably necessary, proper, and/or advisable to consummate and make effective the transactions contemplated by this Agreement.
5.7 Each Fund covenants to prepare in compliance with the 1933 Act, the 1934 Act and the 1940 Act the Registration Statement on Form N-14 (the “Registration Statement”) in connection with the meeting of the Acquired Fund Shareholders to consider approval of this Agreement and the transactions contemplated herein. The Acquiring Corporation will file the Registration Statement, including a proxy statement, with the Commission. The Acquired Fund will provide the Acquiring Fund with information reasonably necessary for the preparation of a prospectus, which will include a proxy statement, all to be included in the Registration Statement, in compliance in all material respects with the 1933 Act, the 1934 Act and the 1940 Act.
5.8 The Acquired Fund covenants that it will, from time to time, as and when reasonably requested by the Acquiring Fund, execute and deliver or cause to be executed and delivered all such assignments and other instruments, and will take or cause to be taken such further action as the Acquiring Fund may reasonably deem necessary or desirable in order to vest in and confirm the Acquiring Fund’s title to and possession of all the Assets and otherwise to carry out the intent and purpose of this Agreement.
5.9 The Acquiring Fund covenants to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act and 1940 Act, and such of the state securities laws as it deems appropriate in order to continue its operations after the Closing Date and to consummate the transactions contemplated herein; provided, however, that the Acquiring Fund may take such actions it reasonably deems advisable after the Closing Date as circumstances change.
5.10 The Acquiring Fund covenants that it will, from time to time, as and when reasonably requested by the Acquired Fund, execute and deliver or cause to be executed and delivered all such assignments, assumption agreements, releases, and other instruments, and will take or cause to be taken such further action, as the Acquired Fund may reasonably deem necessary or desirable in order to (i) vest and confirm to the Acquired Fund title to and possession of all Acquiring Fund Shares to be transferred to the Acquired Fund pursuant to this Agreement and (ii) assume all of the liabilities of the Acquired Fund.
5.11 As soon as reasonably practicable after the Closing, the Acquired Fund shall make a liquidating distribution to its shareholders consisting of the Acquiring Fund Shares received at the Closing.
5.12 The Acquiring Fund and the Acquired Fund shall each use its reasonable best efforts to fulfill or obtain the fulfillment of the conditions precedent to effect the transactions contemplated by this Agreement as promptly as practicable.
5.13 The intention of the parties is that the transaction will qualify as a reorganization within the meaning of Section 368(a) of the Code. Neither the Acquired Fund, the Acquiring Corporation nor the Acquiring Fund shall take any action, or cause any action to be taken (including, without limitation, the filing of any tax return) that is inconsistent with such treatment or results in the failure of the transaction to qualify as a reorganization within the meaning of Section 368(a) of the Code. At or prior to the Closing Date, the Acquired Fund, the Acquiring Corporation and the Acquiring Fund will take such action, or cause such action to be taken, as is reasonably necessary to enable Willkie Farr & Gallagher LLP to render the tax opinion contemplated herein in section 8.5.
5.14 At or immediately prior to the Closing, the Acquired Fund will declare and pay to its shareholders a dividend or other distribution in an amount large enough so that it will have distributed substantially all (and in any event not less than 98%) of its investment company taxable income (computed without regard to any deduction for dividends paid) and realized net capital gain, if any, for the current taxable year through the Closing Date.
5.15 The Acquiring Fund agrees to identify in writing prior to the Closing Date any assets of the Acquired Fund that it does not wish to acquire because they are not consistent with the current investment objective, policies, restrictions and strategies of the Acquiring Fund, and the Acquired Fund agrees to dispose of such assets prior to the Closing Date. The Acquiring Fund agrees to identify in writing prior to the Closing Date any assets that it would like the Acquired Fund to purchase, consistent with the Acquiring Fund’s investment objective, policies, restrictions and strategies, and the Acquired Fund agrees to purchase such assets pursuant to the Acquiring Fund’s investment objective, policies, restrictions and strategies prior to the Closing Date.
6. | Conditions Precedent to Obligations of the Acquired Fund |
The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions:
6.1 All representations and warranties of the Acquiring Corporation, on behalf of the Acquiring Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date, with the same force and effect as if made on and as of the Closing Date; and there shall be (i) no pending or threatened litigation brought by any person (other than the Acquired Fund, its adviser or any of their affiliates) against the Acquiring Fund or its investment adviser(s), Board members or officers arising out of this Agreement and (ii) no facts known to the Acquiring Fund which the Acquiring Fund reasonably believes might result in such litigation.
6.2 The Acquiring Fund shall have delivered to the Acquired Fund on the Closing Date a certificate executed in its name by the Acquiring Corporation’s President or a Vice President, in a form reasonably satisfactory to the Acquired Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Acquiring Corporation, on behalf of the Acquiring Fund, made in this Agreement are true and correct on and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as the Acquired Fund shall reasonably request.
6.3 The Acquired Fund shall have received on the Closing Date an opinion of Vedder Price P.C., in a form reasonably satisfactory to the Acquired Fund, and dated as of the Closing Date, to the effect that:
| (a) | the Acquiring Corporation has been formed and is an existing corporation; |
(b) the Acquiring Fund has the power to carry on its business as presently conducted in accordance with the description thereof in the Acquiring Corporation’s registration statement under the 1940 Act;
(c) the Agreement has been duly authorized, executed and delivered by the Acquiring Corporation, on behalf of the Acquiring Fund, and constitutes a valid and legally binding obligation of the Acquiring Corporation, on behalf of the Acquiring Fund, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and laws of general applicability relating to or affecting creditors’ rights and to general equity principles;
(d) the execution and delivery of the Agreement by the Acquiring Corporation, on behalf of the Acquiring Fund, did not, and the issuance of Acquiring Fund Shares pursuant to the Agreement will not, violate the Acquiring Corporation’s Articles of Amendment and Restatement, as amended, or By-laws, as amended; and
(e) to the knowledge of such counsel, and without any independent investigation, (i) other than as disclosed on the schedule provided by the Acquiring Fund pursuant to section 4.2(e) of the Agreement, the Acquiring Fund is not subject to any litigation or other proceedings that might have a materially adverse effect on the operations of the Acquiring Fund, (ii) the Acquiring Corporation is registered as an investment company under the 1940 Act and no stop order suspending the effectiveness of its registration statement has been issued under the 1933 Act and no order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act has been issued, and (iii) all regulatory consents, authorizations, approvals or filings required to be obtained or made by the Acquiring Fund under the federal laws of the United States or the laws of the State of Maryland for the issuance of Acquiring Fund Shares, pursuant to the Agreement have been obtained or made.
The delivery of such opinion is conditioned upon receipt by Vedder Price P.C. of customary representations it shall reasonably request of each of the Acquiring Corporation and the Acquired Fund.
6.4 The Acquiring Fund shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Acquiring Fund on or before the Closing Date.
7. | Conditions Precedent to Obligations of the Acquiring Fund |
The obligations of the Acquiring Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquired Fund of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions:
7.1 All representations and warranties of the Acquired Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date, with the same force and effect as if made on and as of the Closing Date; and there shall be (i) no pending or threatened litigation brought by any person (other than the Acquiring Fund, its adviser or any of their affiliates) against the Acquired Fund or its investment adviser, trustees or officers arising out of this Agreement and (ii) no facts known to the Acquired Fund which the Acquired Fund reasonably believes might result in such litigation.
7.2 The Acquired Fund shall have delivered to the Acquiring Fund a statement of the Acquired Fund’s assets and liabilities as of the Closing Date, certified by the Treasurer of the Acquired Fund.
7.3 The Acquired Fund shall have delivered to the Acquiring Fund on the Closing Date a certificate executed in its name by the Acquired Fund’s President or a Vice President, in a form reasonably satisfactory to the Acquiring Corporation, on behalf of the Acquiring Fund, and dated as of the Closing Date, to the effect that the representations and warranties of the Acquired Fund made in this Agreement are true and correct on and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as the Acquiring Fund shall reasonably request.
7.4 The Acquiring Fund shall have received on the Closing Date an opinion of Willkie Farr & Gallagher LLP in a form reasonably satisfactory to the Acquiring Fund, and dated as of the Closing Date, to the effect that:
| (a) | the Acquired Fund has been formed and is a validly existing corporation; |
(b) the Acquired Fund has the power to carry on its business as presently conducted in accordance with the description thereof in the Acquired Fund’s registration statement under the 1940 Act;
(c) the Agreement has been duly authorized, executed and delivered by the Acquired Fund and constitutes a valid and legally binding obligation of the Acquired Fund enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and laws of general applicability relating to or affecting creditors’ rights and to general equity principles;
(d) the execution and delivery of the Agreement did not, and the exchange of the Acquired Fund’s assets for Acquiring Fund Shares pursuant to the Agreement will not, violate the Acquired Fund’s Articles of Amendment and Restatement or By-laws, as amended; and
(e) to the knowledge of such counsel, and without any independent investigation, (i) other than as disclosed on the schedule provided by the Acquired Fund pursuant to section 4.1(e) of the Agreement, the Acquired Fund is not subject to any litigation or other proceedings that might have a materially adverse effect on the operations of the Acquired Fund, (ii) the Acquired Fund is registered as an investment company with the Commission and is not subject to any stop order, and (iii) all regulatory consents, authorizations, approvals or filings required to be obtained or made by the Acquired Fund under the federal laws of the United States or the laws of State of Maryland the exchange of the Acquired Fund’s assets for Acquiring Fund Shares, pursuant to the Agreement have been obtained or made.
The delivery of such opinion is conditioned upon receipt by Willkie Farr & Gallagher LLP of customary representations it shall reasonably request of each of the Acquiring Corporation and the Acquired Fund.
7.5 The Acquired Fund shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Acquired Fund on or before the Closing Date.
8. | Further Conditions Precedent to Obligations of the Acquiring Fund and the Acquired Fund |
If any of the conditions set forth below have not been met on or before the Closing Date with respect to the Acquired Fund or the Acquiring Fund, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement:
8.1 This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the holders of the outstanding shares of the Acquired Fund in accordance with the provisions of the Acquired Fund’s Articles of Amendment and Restatement and By-Laws, as amended, applicable Maryland law and the 1940 Act, and certified copies of the resolutions evidencing such approval shall have been delivered to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the conditions set forth in this section 8.1.
8.2 On the Closing Date, no action, suit or other proceeding shall be pending or to its knowledge threatened before any court or governmental agency in which it is sought to restrain or prohibit, or obtain material damages or other relief in connection with, this Agreement or the transactions contemplated herein.
8.3 All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities deemed necessary by the Acquiring Fund or the Acquired Fund to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of the Acquiring Fund or the Acquired Fund, provided that either party hereto may for itself waive any of such conditions.
8.4 The Registration Statement shall have become effective under the 1933 Act and no stop orders suspending the effectiveness thereof shall have been issued and, to the best knowledge of the
parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act.
8.5 The parties shall have received an opinion of Willkie Farr & Gallagher LLPaddressed to each of the Acquiring Fund and the Acquired Fund, in a form reasonably satisfactory to each such party to this Agreement, substantially to the effect that, based upon certain facts, assumptions and representations of the parties, for federal income tax purposes: (i) the acquisition by Acquiring Fund of all of the assets of Acquired Fund solely in exchange for Acquiring Fund Shares and the assumption by Acquiring Fund of all of the liabilities of Acquired Fund, followed by the distribution by Acquired Fund to its shareholders of Acquiring Fund Shares in complete liquidation of Acquired Fund, all pursuant to the Agreement, constitutes a reorganization within the meaning of Section 368(a) of the Code, and Acquiring Fund and Acquired Fund will each be a “party to a reorganization” within the meaning of Section 368(b) of the Code; (ii) under Section 361 of the Code, Acquired Fund will not recognize gain or loss upon the transfer of its assets to Acquiring Fund in exchange for Acquiring Fund Shares and the assumption of the Acquired Fund liabilities by Acquiring Fund, and Acquired Fund will not recognize gain or loss upon the distribution to its shareholders of the Acquiring Fund Shares in liquidation of Acquired Fund; (iii) under Section 354 of the Code, shareholders of Acquired Fund will not recognize gain or loss on the receipt of Acquiring Fund Shares solely in exchange for Acquired Fund shares; (iv) under Section 358 of the Code, the aggregate basis of the Acquiring Fund Shares received by each shareholder of Acquired Fund will be the same as the aggregate basis of Acquired Fund shares exchanged therefor; (v) under Section 1223(1) of the Code, the holding period of the Acquiring Fund Shares received by each Acquired Fund shareholder will include the holding period of Acquired Fund shares exchanged therefor, provided that the Acquired Fund shareholder held the Acquired Fund shares at the time of the reorganization as a capital asset; (vi) under Section 1032 of the Code, Acquiring Fund will not recognize gain or loss upon the receipt of assets of Acquired Fund in exchange for Acquiring Fund Shares and the assumption by Acquiring Fund of all of the liabilities of Acquired Fund; (vii) under Section 362(b) of the Code, the basis of the assets of Acquired Fund transferred to Acquiring Fund in the reorganization will be the same in the hands of Acquiring Fund as the basis of such assets in the hands of Acquired Fund immediately prior to the transfer; and (viii) under Section 1223(2) of the Code, the holding periods of the assets of Acquired Fund transferred to Acquiring Fund in the reorganization in the hands of Acquiring Fund will include the periods during which such assets were held by Acquired Fund. The delivery of such opinion is conditioned upon receipt by Willkie Farr & Gallagher LLP of representations it shall reasonably request of each of the Acquiring Corporation and Acquired Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the condition set forth in this Section 8.5.
9.1 The Acquiring Fund agrees to indemnify and hold harmless the Acquired Fund and each of the Acquired Fund’s directors and officers from and against any and all losses, claims, damages, liabilities or expenses (including, without limitation, the payment of reasonable legal fees and reasonable costs of investigation) to which jointly and severally, the Acquired Fund or any of its directors or officers may become subject, insofar as any such loss, claim, damage, liability or expense (or actions with respect thereto) arises out of or is based on any breach by the Acquiring Fund of any of its representations, warranties, covenants or agreements set forth in this Agreement.
9.2 The Acquired Fund agrees to indemnify and hold harmless the Acquiring Fund and each of the Acquiring Corporation’s directors and officers from and against any and all losses, claims, damages, liabilities or expenses (including, without limitation, the payment of reasonable legal fees and reasonable costs of investigation) to which jointly and severally, the Acquiring Corporation or any of its directors or officers may become subject, insofar as any such loss, claim, damage, liability or expense (or
actions with respect thereto) arises out of or is based on any breach by the Acquired Fund of any of its representations, warranties, covenants or agreements set forth in this Agreement.
10.1 The Acquiring Corporation, on behalf of the Acquiring Fund, and the Acquired Fund represents and warrants to the other that it has no obligations to pay any brokers or finders fees in connection with the transactions provided for herein.
10.2 The Acquired Fund will bear all the expenses associated with the Reorganization, including, but not limited to, any transaction costs payable by the Acquired Fund in connection with the reconfiguration of its portfolio, as designated by the Acquiring Fund, in anticipation of the Reorganization. DIMA agrees to bear expenses incurred by the Acquired Fund in connection with the Reorganization to the extent such expenses exceed $843,000 during the one year period following the Reorganization.
The Acquiring Fund and the Acquired Fund agree that neither party has made any representation, warranty or covenant not set forth herein and that this Agreement constitutes the entire agreement between the parties.
This Agreement may be terminated and the transactions contemplated hereby may be abandoned (i) by mutual agreement of the parties, or (ii) by either party if the Closing shall not have occurred on or before __________ ____, 2008, unless such date is extended by mutual agreement of the parties, or (iii) by either party if the other party shall have materially breached its obligations under this Agreement or made a material and intentional misrepresentation herein or in connection herewith. In the event of any such termination, this Agreement shall become void and there shall be no liability hereunder on the part of any party or their respective Board members or officers, except for any such material breach or intentional misrepresentation, as to each of which all remedies at law or in equity of the party adversely affected shall survive.
This Agreement may be amended, modified or supplemented in such manner as may be mutually agreed upon in writing by any authorized officer of the Acquired Fund and any authorized officer of the Acquiring Fund; provided, however, that following the meeting of the Acquired Fund Shareholders called by the Acquired Fund pursuant to section 5.3 of this Agreement, no such amendment may have the effect of changing the provisions for determining the number of the Acquiring Fund Shares to be issued to the Acquired Fund Shareholders under this Agreement to the detriment of such shareholders without their further approval.
Any notice, report, statement or demand required or permitted by any provisions of this Agreement shall be in writing and shall be deemed duly given if delivered by hand (including by Federal Express or similar express courier) or transmitted by facsimile or three days after being mailed by prepaid registered or certified mail, return receipt requested, addressed to the Acquired Fund, 345 Park Avenue, New York, New York 10154, with a copy to Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, New York 10019, Attention: Burt Leibert, Esq., or to the Acquiring Fund, 345 Park Avenue, New
York, New York 10154, with a copy to Vedder Price P.C., 222 North LaSalle Street, Chicago, Illinois 60601, Attention: David A. Sturms, Esq. or to any other address that the Acquired Fund or the Acquiring Fund shall have last designated by notice to the other party.
15. | Headings; Counterparts; Assignment; Limitation of Liability |
15.1 The Article and section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
15.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.
15.3 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, other than the parties hereto and the shareholders of the Acquiring Fund and the Acquired Fund and their respective successors and assigns, any rights or remedies under or by reason of this Agreement.
15.4 References in this Agreement to the Acquired Fund mean and refer to the directors of the Acquired Fund from time to time serving under its Articles of Amendment and Restatement on file with the State of Maryland, as the same may be amended from time to time, pursuant to which the Acquired Fund conducts its business. References in this Agreement to the Acquiring Corporation mean and refer to the directors of the Acquiring Corporation from time to time serving under its Articles of Amendment and Restatement, as amended from time to time, pursuant to which the Acquiring Corporation conducts its business. It is expressly agreed that the obligations of the Acquired Fund and Acquiring Corporation hereunder shall not be binding upon any of the directors, shareholders, nominees, officers, agents, or employees of the Acquired Fund, Acquiring Corporation or the Acquiring Fund personally, but bind only the respective property of the Funds, as provided in the Acquired Fund’s and the Acquiring Corporation’s charter documents. Moreover, no series of the Acquiring Corporation other than the Acquiring Fund shall be responsible for the obligations of the Acquiring Corporation hereunder, and all persons shall look only to the assets of the Acquiring Fund to satisfy the obligations of the Acquiring Corporation hereunder. The execution and the delivery of this Agreement have been authorized by each of the Acquired Fund’s and Acquiring Corporation’s directors and this Agreement has been signed by authorized officers of each Fund acting as such, and neither such authorization by such directors, nor such execution and delivery by such officers, shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the respective property of the Funds, as provided in the Acquired Fund’s and the Acquiring Corporation’s respective charter documents.
Notwithstanding anything to the contrary contained in this Agreement, the obligations, agreements, representations and warranties with respect to each Fund shall constitute the obligations, agreements, representations and warranties of that Fund only (the “Obligated Fund”), and in no event shall any other series of the Acquiring Corporation or the assets of any such series be held liable with respect to the breach or other default by the Obligated Fund of its obligations, agreements, representations and warranties as set forth herein.
15.5 This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Maryland, without regard to its principles of conflicts of laws.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by an authorized officer and its seal to be affixed thereto and attested by its Secretary or Assistant Secretary.
Attest: ______________________________________ Secretary | DWS VALUE SERIES, INC., on behalf of DWS Large Cap Value Fund ______________________________________ By: Its: |
Attest: ______________________________________ Secretary | DWS EQUITY PARTNERS FUND, INC. ______________________________________ By: Its: |
AGREED TO AND ACKNOWLEDGED ONLY WITH RESPECT TO SECTION 10.2 HERETO DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC. ______________________________________ By: Its:
| |
EXHIBIT B
Financial Highlights
Class A Years Ended November 30, | 2008a | 2007 | 2006 | 2005 | 2004 | 2003 |
Selected Per Share Data |
Net asset value, beginning of period | $24.51 | $24.40 | $22.87 | $22.15 | $19.93 | $17.09 |
Income (loss) from investment operations: Net investment income (loss)b | .11 | .28 | .38e | .34 | .30 | .25 |
Net realized and unrealized gain (loss) | .75 | 2.34 | 2.63 | .79 | 2.16 | 2.81 |
Total from investment operations | .86 | 2.62 | 3.01 | 1.13 | 2.46 | 3.06 |
Less distributions from: Net investment income | (.16) | (.36) | (.33) | (.41) | (.24) | (.22) |
Net realized gains | (4.16) | (2.15) | (1.15) | — | — | — |
Total distributions | (4.32) | (2.51) | (1.48) | (.41) | (.24) | (.22) |
Redemption fees | .00*** | .00*** | .00*** | .00*** | — | — |
Net asset value, end of period | $21.05 | $24.51 | $24.40 | $22.87 | $22.15 | $19.93 |
Total Return (%)c | 4.18** | 11.65d | 13.98e | 5.21d | 12.34d | 18.16d |
Ratios to Average Net Assets and Supplemental Data |
Net assets, end of period ($ millions) | 316 | 300 | 363 | 364 | 283 | 152 |
Ratio of expenses before expense reductions (%) | 1.04* | 1.00 | 1.02 | 1.06 | 1.32 | 1.30 |
Ratio of expenses after expense reductions (%) | 1.04* | .99 | 1.02 | 1.05 | 1.21 | 1.29 |
Ratio of net investment income (loss) (%) | 1.07* | 1.21 | 1.65e | 1.52 | 1.39 | 1.41 |
Portfolio turnover rate (%) | 59** | 86 | 76 | 56 | 39 | 69 |
a Forthe six months ended May 31, 2008 (Unaudited). b Basedon average shares outstanding during the period. c Totalreturn does not reflect the effect of any sales charge. d Totalreturn would have been lower had certain expenses not been reduced. e Includesnonrecurring income from the Advisor recorded as a result of an administrative proceeding regarding disclosure of brokerage allocation practices in connection with sales of DWS Funds. The nonrecurring income resulted in an increase in net investment income of $0.033 per share and an increase in the ratio of net investment income of 0.14%. Excluding this nonrecurring income, total return would have been 0.14% lower. * Annualized ** Not annualized *** Amount is less than $.005. |
Class B Years Ended November 30, | 2008a | 2007 | 2006 | 2005 | 2004 | 2003 |
Selected Per Share Data |
Net asset value, beginning of period | $24.54 | $24.41 | $22.88 | $22.14 | $19.91 | $17.07 |
Income (loss) from investment operations: Net investment income (loss)b | .02 | .09 | .18e | .14 | .14 | .11 |
Net realized and unrealized gain (loss) | .76 | 2.34 | 2.64 | .82 | 2.15 | 2.81 |
Total from investment operations | .78 | 2.43 | 2.82 | .96 | 2.29 | 2.92 |
Less distributions from: Net investment income | (.07) | (.15) | (.14) | (.22) | (.06) | (.08) |
Net realized gains | (4.16) | (2.15) | (1.15) | — | — | — |
Total distributions | (4.23) | (2.30) | (1.29) | (.22) | (.06) | (.08) |
Redemption fees | .00*** | .00*** | .00*** | .00*** | — | — |
Net asset value, end of period | $21.09 | $24.54 | $24.41 | $22.88 | $22.14 | $19.91 |
Total Return (%)c | 3.75** | 10.74d | 13.04e | 4.30d | 11.51d | 17.20d |
Ratios to Average Net Assets and Supplemental Data |
Net assets, end of period ($ millions) | 27 | 30 | 37 | 48 | 50 | 50 |
Ratio of expenses before expense reductions (%) | 1.88* | 1.83 | 1.89 | 1.98 | 2.21 | 2.16 |
Ratio of expenses after expense reductions (%) | 1.88* | 1.82 | 1.89 | 1.90 | 1.96 | 2.11 |
Ratio of net investment income (loss) (%) | .23* | .38 | .78e | .67 | .64 | .59 |
Portfolio turnover rate (%) | 59** | 86 | 76 | 56 | 39 | 69 |
a Forthe six months ended May 31, 2008 (Unaudited). b Basedon average shares outstanding during the period. c Totalreturn does not reflect the effect of any sales charge. d Totalreturn would have been lower had certain expenses not been reduced. e Includesnonrecurring income from the Advisor recorded as a result of an administrative proceeding regarding disclosure of brokerage allocation practices in connection with sales of DWS Funds. The nonrecurring income resulted in an increase in net investment income of $0.033 per share and an increase in the ratio of net investment income of 0.14%. Excluding this nonrecurring income, total return would have been 0.15% lower. * Annualized ** Not annualized *** Amount is less than $.005. |
Class C Years Ended November 30, | 2008a | 2007 | 2006 | 2005 | 2004 | 2003 |
Selected Per Share Data |
Net asset value, beginning of period | $24.52 | $24.40 | $22.86 | $22.13 | $19.91 | $17.07 |
Income (loss) from investment operations: Net investment income (loss)b | .03 | .11 | .21e | .17 | .14 | .11 |
Net realized and unrealized gain (loss) | .75 | 2.34 | 2.64 | .79 | 2.15 | 2.82 |
Total from investment operations | .78 | 2.45 | 2.85 | .96 | 2.29 | 2.93 |
Less distributions from: Net investment income | (.08) | (.18) | (.16) | (.23) | (.07) | (.09) |
Net realized gains | (4.16) | (2.15) | (1.15) | — | — | — |
Total distributions | (4.24) | (2.33) | (1.31) | (.23) | (.07) | (.09) |
Redemption fees | .00*** | .00*** | .00*** | .00*** | — | — |
Net asset value, end of period | $21.06 | $24.52 | $24.40 | $22.86 | $22.13 | $19.91 |
Total Return (%)c | 3.77** | 10.86d | 13.16e | 4.38 | 11.51d | 17.23d |
Ratios to Average Net Assets and Supplemental Data |
Net assets, end of period ($ millions) | 31 | 32 | 36 | 42 | 38 | 21 |
Ratio of expenses before expense reductions (%) | 1.80* | 1.74 | 1.75 | 1.81 | 2.08 | 2.09 |
Ratio of expenses after expense reductions (%) | 1.80* | 1.73 | 1.75 | 1.81 | 1.96 | 2.07 |
Ratio of net investment income (loss) (%) | .31* | .47 | .93e | .76 | .64 | .63 |
Portfolio turnover rate (%) | 59** | 86 | 76 | 56 | 39 | 69 |
a Forthe six months ended May 31, 2008 (Unaudited). b Basedon average shares outstanding during the period. c Totalreturn does not reflect the effect of any sales charge. d Totalreturn would have been lower had certain expenses not been reduced. e Includesnonrecurring income from the Advisor recorded as a result of an administrative proceeding regarding disclosure of brokerage allocation practices in connection with sales of DWS Funds. The nonrecurring income resulted in an increase in net investment income of $0.033 per share and an increase in the ratio of net investment income of 0.14%. Excluding this nonrecurring income, total return would have been 0.15% lower. * Annualized ** Not annualized *** Amount is less than $.005. |
Institutional Class Years Ended November 30, | 2008a | 2007 | 2006 | 2005 | 2004 | 2003 |
Selected Per Share Data |
Net asset value, beginning of period | $24.56 | $24.44 | $22.91 | $22.19 | $19.98 | $17.13 |
Income (loss) from investment operations: Net investment income (loss)b | .15 | .38 | .46d | .42 | .37 | .32 |
Net realized and unrealized gain (loss) | .76 | 2.35 | 2.64 | .79 | 2.17 | 2.83 |
Total from investment operations | .91 | 2.73 | 3.10 | 1.21 | 2.54 | 3.15 |
Less distributions from: Net investment income | (.21) | (.46) | (.42) | (.49) | (.33) | (.30) |
Net realized gains | (4.16) | (2.15) | (1.15) | — | — | — |
Total distributions | (4.37) | (2.61) | (1.57) | (.49) | (.33) | (.30) |
Redemption fees | .00*** | .00*** | .00*** | .00*** | — | — |
Net asset value, end of period | $21.10 | $24.56 | $24.44 | $22.91 | $22.19 | $19.98 |
Total Return (%) | 4.41** | 12.13c | 14.45c,d | 5.64c | 12.65c | 18.73 |
Ratios to Average Net Assets and Supplemental Data |
Net assets, end of period ($ millions) | 65 | 61 | 53 | 35 | 8 | 13 |
Ratio of expenses before expense reductions (%) | .59* | .58 | .66 | .68 | .94 | .87 |
Ratio of expenses after expense reductions (%) | .59* | .57 | .64 | .66 | .86 | .87 |
Ratio of net investment income (loss) (%) | 1.52* | 1.63 | 2.03d | 1.91 | 1.74 | 1.83 |
Portfolio turnover rate (%) | 59** | 86 | 76 | 56 | 39 | 69 |
a Forthe six months ended May 31, 2008 (Unaudited). b Basedon average shares outstanding during the period. c Totalreturn would have been lower had certain expenses not been reduced. d Includesnonrecurring income from the Advisor recorded as a result of an administrative proceeding regarding disclosure of brokerage allocation practices in connection with sales of DWS Funds. The nonrecurring income resulted in an increase in net investment income of $0.033 per share and an increase in the ratio of net investment income of 0.14%. Excluding this nonrecurring income, total return would have been 0.14% lower. * Annualized ** Not annualized *** Amount is less than $.005. |
TABLE OF CONTENTS
Page
| II. | INVESTMENT STRATEGIES AND RISK FACTORS | 9 |
| III. | OTHER INFORMATION ABOUT THE FUNDS | 14 |
| IV. | INFORMATION ABOUT THE PROPOSED MERGER | 18 |
| V. | INFORMATION ABOUT VOTING AND THE SHAREHOLDER MEETING | 23 |
Exhibit A—Form of Agreement and Plan of Reorganization
Exhibit B—Financial Highlights
Proxy card enclosed.
For more information, please call your Fund’s proxy solicitor, Computershare Fund Services, Inc., at
1-866-612-1828.
[DWS LOGO] | DWS EQUITY PARTNERS FUND, INC. | PROXY CARD |
| PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS |
| 345 Park Avenue, 27th Floor, New York, New York 10154 |
280 Oser Avenue | 3:00 p.m., Eastern time, on October 21, 2008 |
Hauppauge, NY 11788-3610
The undersigned hereby appoint(s) Patricia DeFilippis, Elisa Metzger and John Millette, and each of them, with full power of substitution, as proxy or proxies of the undersigned to vote all shares of the Fund that the undersigned is entitled in any capacity to vote at the above-stated Special Meeting of Shareholders, and at any and all adjournments or postponements thereof (the “Special Meeting”), on the matter set forth in the Notice of a Special Meeting of Shareholders and on this Proxy Card, and, in their discretion, upon all matters incident to the conduct of the Special Meeting and upon such other matters as may properly be brought before the Special Meeting. This proxy revokes all prior proxies given by the undersigned.
All properly executed proxies will be voted as directed. If no instructions are indicated on a properly executed proxy, the proxy will be voted FOR approval of the Proposal. All ABSTAIN votes will be counted in determining the existence of a quorum at the Special Meeting. Receipt of the Notice of a Special Meeting of Shareholders and the related Proxy Statement/Prospectus is hereby acknowledged.
VOTE VIA THE INTERNET: www.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-866-241-6192
Note: Joint owners should EACH sign. Please sign EXACTLY as your name(s) appears on this proxy card. When signing as attorney, trustee, executor, administrator, guardian or corporate officer, please give your FULL title as such.
______________________________________
Signature(s) (Title(s), if applicable)
______________________________________
Date SCV_18765_052108
VOTING OPTIONS
Read your proxy statement and have it at hand when voting.
[GRAPHIC OMITTED] | [GRAPHIC OMITTED] | [GRAPHIC OMITTED] | [GRAPHIC OMITTED] |
VOTE ON THE INTERNET | VOTE BY PHONE | VOTE BY MAIL | VOTE IN PERSON |
Log on to: | Call 1-866-241-6192 | Vote, sign and date this Proxy | Attend Shareholder Meeting |
www.proxy-direct.com | Follow the recorded | Card and return in the | 345 Park Avenue, 27th Floor |
Follow the on-screen instructions | instructions | postage-paid envelope | New York, NY 10154 |
available 24 hours | available 24 hours | | on October 21, 2008 |
If you vote on the Internet or by telephone, you need not return this proxy card.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS WITH RESPECT TO YOUR FUND. THE FOLLOWING MATTER IS PROPOSED BY YOUR FUND. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FORTHE PROPOSAL.
TO VOTE, MARK A BLOCK BELOW IN BLUE OR BLACK INK. Example: [graphic omitted] | |
VOTE ON PROPOSAL:
FOR AGAINST ABSTAIN
|___| |___| |___|
| 1. | Approving an Agreement and Plan of Reorganization and the transactions it contemplates, including the transfer of all the assets of DWS Equity Partners Fund, Inc. (“Equity Partners Fund”) to DWS Large Cap Value Fund (“Large Cap Fund”), in exchange for shares of Large Cap Fund and the assumption by Large Cap Fund of all the liabilities of Equity Partners Fund, and the distribution of such shares, on a tax-free basis for federal income tax purposes, to the shareholders of Equity Partners Fund in complete liquidation and termination of Equity Partners Fund. |
UNLESS VOTING BY TELEPHONE OR INTERNET, PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
NO POSTAGE REQUIRED.
SUPPLEMENT TO THE CURRENTLY EFFECTIVE PROSPECTUSES OF EACH OF THE LISTED
FUNDS/PORTFOLIOS:
----------------------
Cash Account Trust: DWS Equity Partners Fund DWS Mid Cap Growth Fund
Government & Agency Securities Portfolio DWS Europe Equity Fund DWS Money Market Prime Series
Money Market Portfolio DWS Floating Rate Plus Fund DWS Money Market Series
Tax-Exempt Portfolio DWS Global Bond Fund DWS New York Tax-Free Income Fund
Cash Management Fund Institutional DWS Global Opportunities Fund DWS RREEF Global Infrastructure Fund
Cash Reserve Fund, Inc.: DWS Global Thematic Fund DWS RREEF Global Real Estate Securities
Prime Series DWS GNMA Fund Fund
Cash Reserves Fund Institutional DWS Gold & Precious Metals Fund DWS RREEF Real Estate Securities Fund
DWS Alternative Asset Allocation Plus Fund DWS Growth & Income Fund DWS S&P 500 Index Fund
DWS Balanced Fund DWS Health Care Fund DWS Short Duration Fund
DWS Blue Chip Fund DWS High Income Fund DWS Short Duration Plus Fund
DWS California Tax-Free Income Fund DWS High Income Plus Fund DWS Short-Term Municipal Bond Fund
DWS Capital Growth Fund DWS Inflation Protected Plus Fund DWS Small Cap Core Fund
DWS Climate Change Fund DWS Intermediate Tax/AMT Free Fund DWS Small Cap Growth Fund
DWS Commodity Securities Fund DWS International Fund DWS Small Cap Value Fund
DWS Communications Fund DWS International Select Equity Fund DWS Strategic Government Securities Fund
DWS Core Fixed Income Fund DWS International Value Opportunities DWS Strategic High Yield Tax Free Fund
DWS Core Plus Allocation Fund Fund DWS Strategic Income Fund
DWS Core Plus Income Fund DWS Japan Equity Fund DWS Target 2010 Fund
DWS Disciplined Long/Short Growth Fund DWS Large Cap Value Fund DWS Target 2011 Fund
DWS Disciplined Long/Short Value Fund DWS Large Company Growth Fund DWS Target 2012 Fund
DWS Disciplined Market Neutral Fund DWS Latin America Equity Fund DWS Target 2013 Fund
DWS Dreman Concentrated Value Fund DWS LifeCompass 2015 Fund DWS Target 2014 Fund
DWS Dreman High Return Equity Fund DWS LifeCompass 2020 Fund DWS Technology Fund
DWS Dreman Mid Cap Value Fund DWS LifeCompass 2030 Fund DWS U.S. Bond Index Fund
DWS Dreman Small Cap Value Fund DWS LifeCompass 2040 Fund DWS Value Builder Fund
DWS EAFE(R) Equity Index Fund DWS LifeCompass Income Fund Investors Cash Trust:
DWS Emerging Markets Equity Fund DWS LifeCompass Protect Fund Treasury Portfolio
DWS Emerging Markets Fixed Income Fund DWS LifeCompass Retirement Fund NY Tax Free Money Fund
DWS Enhanced S&P 500 Index Fund DWS Lifecycle Long Range Fund Tax-Exempt California Money Market Fund
DWS Equity 500 Index Fund DWS Managed Municipal Bond Fund Tax Free Money Fund Investment
DWS Equity Income Fund DWS Massachusetts Tax-Free Fund
DWS Micro Cap Fund
- ------------------------------------------------------------------------------------------------------------------------------------
On or about July 25, 2008, the following information replaces similar disclosure
under "Policies about transactions" in the "Policies You Should Know About"
section of each fund's/portfolio's prospectuses:
Each fund/portfolio accepts payment for shares only in US dollars by check drawn
on a US bank, bank or Federal Funds wire transfer or by electronic bank
transfer. Please note that a fund/portfolio does not accept payment in the
following forms: cash, money orders, traveler's checks, starter checks, checks
drawn on foreign banks or checks issued by credit card companies or
Internet-based companies. In addition, a fund/portfolio generally does not
accept third party checks. A third party check is any check not made payable
directly to DWS Investments, except for any check payable to you from one of
your other DWS accounts. Under certain circumstances, a fund/portfolio may
accept a third party check (i) for retirement plan contributions, asset
transfers and rollovers, (ii) as contributions into Uniform Gift to Minors
Act/Uniform Transfers to Minors Act accounts, (iii) payable from acceptable US
and state government agencies, and (iv) from other DWS funds (such as a
redemption or dividend check) for investment only in a similarly registered
account. Subject to the foregoing, checks should normally be payable to DWS
Investments and drawn by you or a financial institution on your behalf with your
name or account number included with the check.
Please Retain This Supplement for Future Reference
July 25, 2008
DMF-3671
[DWS INVESTMENTS LOGO]
Deutsche Bank Group
-21-
MARCH 1, 2008
PROSPECTUS
------------------
DWS LARGE CAP VALUE FUND - Classes A, B and C
DWS DREMAN CONCENTRATED VALUE FUND - Classes A, B and C
DWS DREMAN HIGH RETURN EQUITY FUND - Classes A, B, C and R
DWS DREMAN MID CAP VALUE FUND - Classes A, B and C
DWS DREMAN SMALL CAP VALUE FUND Classes A, B and C
As with all mutual funds, the Securities and Exchange Commission (SEC) does not
approve or disapprove these shares or determine whether the information in this
prospectus is truthful or complete. It is a criminal offense for anyone to
inform you otherwise.
ONE GLOBAL FORCE. ONE FOCUS. YOU. [DWS SCUDDER Logo]
Deutsche Bank Group
CONTENTS
HOW EACH FUND WORKS
4 DWS Large Cap Value Fund
12 DWS Dreman Concentrated
Value Fund
20 DWS Dreman High Return
Equity Fund
27 DWS Dreman Mid Cap Value
Fund
35 DWS Dreman Small Cap Value
Fund
42 Other Policies and Secondary
Risks
44 Who Manages and Oversees
the Funds
50 Financial Highlights
HOW TO INVEST IN THE FUNDS
67 Choosing a Share Class
74 How to Buy Class A, B and C
Shares
75 How to Exchange or Sell
Class A, B and C Shares
76 How to Buy and Sell Class R
Shares
78 Policies You Should Know
About
93 Understanding Distributions
and Taxes
97 Appendix
HOW EACH FUND WORKS
On the next few pages, you'll find information about each fund's investment
objective, the main strategies each uses to pursue that objective and the main
risks that could affect performance.
Whether you are considering investing in a fund or are already a shareholder,
you'll want to LOOK THIS INFORMATION OVER CAREFULLY. You may want to keep it on
hand for reference as well.
CLASSES A, B AND C shares are generally intended for investors seeking the
advice and assistance of a financial advisor.
Remember that mutual funds are investments, not bank deposits. They're not
insured or guaranteed by the FDIC or any other government agency. Their share
prices will go up and down, and you could lose money by investing in them.
DWS Dreman Small Cap Value Fund is closed to new investors
(see "Policies You Should Know About" for additional information).
You can find DWS prospectuses on the Internet at WWW.DWS-SCUDDER.COM (the Web
site does not form a part of this prospectus).
Class A Class B Class C
ticker symbol KDCAX KDCBX KDCCX
fund number 086 286 386
DWS LARGE CAP VALUE FUND
THE FUND'S MAIN INVESTMENT STRATEGY
The fund seeks long-term capital appreciation, with current
income as a secondary objective.
Under normal circumstances, the fund invests at least 80% of net
assets, plus the amount of any borrowings for investment purposes,
in common stocks and other equity securities of large US companies
that are similar in size to the companies in the Russell 1000 (Reg.
TM) Value Index (as of January 31, 2008, the Russell 1000 (Reg. TM)
Value Index had a median market capitalization of $4.9 billion) and
that the portfolio managers believe are undervalued. These are
typically companies that have been sound historically, but are
temporarily out of favor. The fund intends to invest primarily in
companies whose market capitalizations fall within the normal range
of the Index. Although the fund can invest in stocks of any
economic sector (which is comprised of two or more industries), at
times it may emphasize the financial services sector or other
sectors. In fact, it may invest more than 25% of total assets in a
single sector.
The fund may invest up to 20% of total assets in foreign
securities.
The fund's equity investments are mainly common stocks, but may
also include other types of equities such as preferred or
convertible stocks.
The portfolio managers begin by screening for stocks whose
price-to-earnings ratios are below the average for the S&P 500
Index. The portfolio managers then compare a company's stock price
to its book value, cash flow and yield, and analyze individual
companies to identify those that are financially sound and appear
to have strong potential for long-term growth.
4 | DWS Large Cap Value Fund
The portfolio managers assemble the fund's portfolio from among the
most attractive stocks, drawing on an analysis of economic outlooks
for various sectors and industries.
The portfolio managers will normally sell a stock when it believes
the stock's price is unlikely to go higher, its fundamental factors
have changed, other investments offer better opportunities or in
the course of adjusting its emphasis on a given industry.
OTHER INVESTMENTS. The fund is permitted, but not required, to use
various types of derivatives (contracts whose value is based on,
for example, indices, currencies or securities). Derivatives may be
used for hedging and for risk management or for non-hedging
purposes to seek to enhance potential gains. The fund may use
derivatives in circumstances where portfolio management believes
they offer an economical means of gaining exposure to a particular
asset class or to keep cash on hand to meet shareholder redemptions
or other needs while maintaining exposure to the market.
In particular, the fund may use futures, currency options and
forward currency transactions.
SECURITIES LENDING. The fund may lend its investment securities in
an amount up to 33 1/3% of its total assets to approved
institutional borrowers who need to borrow securities in order to
complete certain transactions.
DWS Large Cap Value Fund | 5
THE MAIN RISKS OF INVESTING IN THE FUND
There are several risk factors that could hurt the fund's
performance, cause you to lose money or cause the fund's
performance to trail that of other investments.
STOCK MARKET RISK. As with most stock funds, the most important
factor affecting this fund is how the stock market performs (to the
extent the fund invests in a particular market sector, the fund's
performance may be proportionately affected by that segment's
general performance). When stock prices fall, you should expect the
value of your investment to fall as well. Because a stock
represents ownership in its issuer, stock prices can be hurt by
poor management, shrinking product demand and other business risks.
These may affect single companies as well as groups of companies.
In addition, movements in financial markets may adversely affect a
stock's price, regardless of how well the company performs. The
market as a whole may not favor the types of investments the fund
makes and the fund may not be able to get an attractive price for
them.
SECURITY SELECTION RISK. A risk that pervades all investing is the
risk that the securities in the fund's portfolio may decline in
value.
VALUE INVESTING RISK. At times, "value" investing may perform
better than or worse than other investment styles and the overall
market. If the Advisor overestimates the value or return potential
of one or more common stocks, the fund may underperform the general
equity market. Value stocks may also be out of favor for certain
periods in relation to growth stocks.
INDUSTRY RISK. While the fund does not concentrate in any industry
or sector, to the extent that the fund has exposure to a given
industry or sector, any factors affecting that industry or sector
could affect the value of portfolio securities. For example,
manufacturers of consumer goods could be hurt by a rise in
unemployment or technology companies could be hurt by such factors
as market saturation, price competition and rapid obsolescence.
SECURITIES LENDING RISK. Any loss in the market price of securities
loaned by the fund that occurs during the term of the loan would be
borne by the fund and would adversely affect the fund's
performance. Also, there may be delays in
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS
This fund is designed for investors interested in diversifying a growth-oriented
portfolio or adding a core holding to a value-oriented portfolio.
6 | DWS Large Cap Value Fund
recovery of securities loaned or even a loss of rights in the
collateral should the borrower of the securities fail financially
while the loan is outstanding. However, loans will be made only to
borrowers selected by the fund's delegate after a review of
relevant facts and circumstances, including the creditworthiness of
the borrower.
Other factors that could affect performance include:
- portfolio management could be wrong in the analysis of
industries, companies, economic trends, the relative
attractiveness of different securities or other matters.
- foreign securities may be more volatile than their US
counterparts, for reasons such as currency fluctuations and
political and economic uncertainty.
- derivatives could produce disproportionate losses due to a
variety of factors, including the failure of the counterparty to
meet its obligations or unexpected price or interest rate
movements. (See "Secondary Risks" for more information.)
DWS Large Cap Value Fund | 7
THE FUND'S PERFORMANCE HISTORY
While a fund's past performance (before and after taxes) isn't necessarily a
sign of how it will do in the future, it can be valuable for an investor to
know.
The bar chart shows how the performance of the fund's Class A shares has varied
from year to year, which may give some idea of risk. The bar chart does not
reflect sales loads; if it did, total returns would be lower than those shown.
The table on the following page shows how fund performance compares to relevant
index performance (which, unlike fund performance, does not reflect fees or
expenses). The table includes the effects of maximum sales loads on fund
performance. The performance of both the fund and the index varies over time.
All figures assume reinvestment of dividends and distributions (in the case of
after-tax returns, reinvested net of assumed tax rates).
The table shows returns for Class A shares on a before-tax and after-tax basis.
After-tax returns are shown for Class A only and will vary for Classes B and C.
After-tax returns are estimates calculated using the historical highest
individual federal marginal income tax rates and do not reflect the impact of
state and local taxes. Actual after-tax returns depend on an investor's tax
situation and may differ from those shown in the table. After-tax returns shown
are not relevant for investors who hold their shares through tax-deferred
arrangements, such as 401(k) plans or individual retirement accounts.
DWS Large Cap Value Fund
ANNUAL TOTAL RETURN (%) AS OF 12/31 EACH YEAR - CLASS A (Results do not reflect
sales loads; if they did, total returns would be lower than those shown.)
[GRAPHIC APPEARS HERE]
19.17 -10.73 15.69 1.56 -15.33 32.46 9.27 1.85 15.56 12.52
1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
FOR THE PERIODS INCLUDED IN THE BAR CHART:
BEST QUARTER: 18.70%, Q2 2003 WORST QUARTER: -19.48%, Q3 2002
8 | DWS Large Cap Value Fund
AVERAGE ANNUAL TOTAL RETURNS (%) as of 12/31/2007 (Fund returns include the
effect of maximum sales load.)
1 YEAR 5 YEARS 10 YEARS
CLASS A
Return before Taxes 6.05 12.56 6.70
Return after Taxes on Distributions 2.41 11.06 5.15
Return after Taxes on Distributions
and Sale of Fund Shares 7.52* 10.72 5.22*
CLASS B (Return before Taxes) 8.81 12.83 6.43
CLASS C (Return before Taxes) 11.68 13.04 6.46
RUSSELL 1000 (Reg. TM) VALUE INDEX (reflects
no deductions for fees, expenses or
taxes) -0.17 14.63 7.68
S&P 500 INDEX (reflects no
deductions for fees, expenses or
taxes) 5.49 12.83 5.91
* Return after Taxes on Distributions and Sale of Fund Shares is higher than
other return figures for the same period due to a capital loss occurring
upon redemption resulting in an assumed tax deduction for the shareholder.
Total return would have been lower had certain expenses not been reduced.
RUSSELL 1000 (Reg. TM) VALUE INDEX is an unmanaged index that consists of
those stocks in the Russell 1000 Index with less-than-average growth
orientation. Russell 1000 (Reg. TM) Index is an unmanaged price-only index of
the 1,000 largest capitalized companies that are domiciled in the US and whose
common stocks are traded.
STANDARD & POOR'S 500 INDEX (S&P 500) is an unmanaged, capitalization-weighted
index of 500 stocks. The index is designed to measure performance of the broad
domestic economy through changes in the aggregate market value of 500 stocks
representing all major industries.
- --------------------------------------------------------------------------------
Current performance may be higher or lower than the performance data quoted
above. For more recent performance information, call your financial advisor or
(800) 621-1048 or visit our Web site at www.dws-scudder.com.
- --------------------------------------------------------------------------------
RETURN AFTER TAXES ON DISTRIBUTIONS assumes that an investor holds fund shares
at the end of the period. The return reflects taxes only on the fund's
distributions and not on a shareholder's gain or loss from selling fund shares.
RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES assumes that an
investor sold his or her fund shares at the end of the period. The return
reflects taxes on both the fund's distributions and a shareholder's gain or
loss from selling fund shares.
DWS Large Cap Value Fund | 9
HOW MUCH INVESTORS PAY
The table below describes the fees and expenses that you may pay if you buy and
hold fund shares. This information doesn't include any fees that may be charged
by your financial advisor.
FEE TABLE CLASS A CLASS B CLASS C
SHAREHOLDER FEES, paid directly from your investment
_____________________________________________________________________________________________
Maximum Sales Charge (Load) Imposed
on Purchases (as % of offering price) 5.75%1 None None
Maximum Deferred Sales Charge (Load)
(as % of redemption proceeds) None 2 4.00% 1.00%
Redemption/Exchange fee on shares
owned less than 15 days (as % of
redemption proceeds) 3 2.00 2.00 2.00
ANNUAL OPERATING EXPENSES, deducted from fund assets
_____________________________________________________________________________________________
Management Fee 0.42 % 0.42% 0.42
Distribution and/or Service (12b-1) Fee 0.23 0.99 0.98
Other Expenses 4 0.35 0.42 0.34
TOTAL ANNUAL OPERATING EXPENSES 5 1.00 1.83 1.74
1 Because of rounding in the calculation of the offering price, the actual
maximum front-end sales charge paid by an investor may be higher than the
percentage noted (see "Choosing a Share Class - Class A shares").
2 The redemption of shares purchased at net asset value under the Large Order
NAV Purchase Privilege (see "Choosing a Share Class - Class A shares") may
be subject to a contingent deferred sales charge of 1.00% if redeemed
within 12 months of purchase and 0.50% if redeemed within the following six
months.
3 This fee is charged on all applicable redemptions or exchanges. Please see
"Policies You Should Know About - Policies about transactions" for further
information.
4 "Other Expenses" include an administrative services fee paid to the Advisor
in the amount of 0.10%.
5 Through March 31, 2008, the Advisor has contractually agreed to waive all
or a portion of its management fee and reimburse or pay certain operating
expenses of the fund to the extent necessary to maintain the fund's total
operating expenses at 1.14% for Class A shares and 1.89% for Class B and
Class C shares, respectively, excluding certain expenses such as
extraordinary expenses, taxes, brokerage and interest.
10 | DWS Large Cap Value Fund
Based on the costs above, this example helps you compare the expenses of the
fund to those of other mutual funds. This example assumes the expenses above
remain the same. It also assumes that you invested $10,000, earned 5% annual
returns and reinvested all dividends and distributions. This is only an
example; actual expenses will be different.
EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
EXPENSES, assuming you sold your shares at the end of each period.
_________________________________________________________________________
Class A shares $671 $875 $1,096 $1,729
Class B shares* 586 876 1,190 1,730
Class C shares 277 548 944 2,052
EXPENSES, assuming you kept your shares.
_________________________________________________________________________
Class A shares $671 $875 $1,096 $1,729
Class B shares* 186 576 990 1,730
Class C shares 177 548 944 2,052
* Reflects conversion of Class B to Class A shares, which pay lower fees.
Conversion occurs six years after purchase.
DWS Large Cap Value Fund | 11
Class A Class B Class C
ticker symbol LOPEX LOPBX LOPCX
fund number 444 644 744
DWS DREMAN CONCENTRATED VALUE FUND
THE FUND'S MAIN INVESTMENT STRATEGY
The fund's investment objective is long-term growth of capital.
The fund seeks to achieve its objective by investing primarily in
the common stocks of large companies that the portfolio managers
believe are undervalued, but have favorable prospects for
appreciation. The fund is classified as a non-diversified portfolio
and normally invests in a core position of common stocks (normally
20 to 25 stocks) that represent the portfolio managers' best ideas.
The fund may hold a limited number of additional positions under
unusual market conditions, to accommodate large inflows or outflows
of cash, or to accumulate or reduce existing positions.
The fund may invest up to 20% of total assets in foreign securities
and up to 10% of total assets in high yield bonds ("junk" bonds).
Compared to investment-grade bonds, junk bonds generally pay higher
yields, have higher volatility and higher risk of default on
payments of interest or principal.
The fund's equity investments are mainly common stocks, but may
also include other types of equities such as preferred or
convertible stocks.
The portfolio managers begin by screening for stocks whose
price-to-earnings ratios are below the average for the S&P 500
Index. The portfolio managers then compare the company's stock
price to its book value, cash flow and yield and analyze individual
companies to identify those that are financially sound and appear
to have strong potential for long-term capital appreciation and
dividend growth. Other fundamental factors that the portfolio
managers consider are liquidity ratios, debt management, and return
on equity.
12 | DWS Dreman Concentrated Value Fund
The portfolio managers assemble the fund's portfolio from among the
most attractive stocks, drawing on an analysis of economic outlooks
for various sectors and industries. Because of the fund's emphasis
on a limited number of issuers, the fund may have greater exposure
to a particular sector or sectors than a more diversified
portfolio.
The portfolio managers may favor securities from different sectors
and industries at different times, while still maintaining variety
in terms of industries and companies represented. The portfolio
managers will normally sell a stock when it reaches a target price,
its fundamental factors have changed or when other investments
offer better opportunities.
OTHER INVESTMENTS. The fund is permitted, but not required, to use
various types of derivatives (contracts whose value is based on,
for example, indices, currencies or securities). Derivatives may be
used for hedging and for risk management or for non-hedging
purposes to seek to enhance potential gains. The fund may use
derivatives in circumstances where portfolio management believes
they offer an economical means of gaining exposure to a particular
asset class or to keep cash on hand to meet shareholder redemptions
or other needs while maintaining exposure to the market.
In particular, the fund may use futures, currency options and
forward currency transactions.
SECURITIES LENDING. The fund may lend its investment securities in
an amount up to 33 1/3% of its total assets to approved
institutional borrowers who need to borrow securities in order to
complete certain transactions.
DWS Dreman Concentrated Value Fund | 13
THE MAIN RISKS OF INVESTING IN THE FUND
There are several risk factors that could hurt the fund's
performance, cause you to lose money or cause the fund's
performance to trail that of other investments.
FOCUS RISK. A strategy of investing in a limited number of
securities may increase the volatility of the fund's investment
performance compared to a strategy of investing in a larger number
of securities.
NON-DIVERSIFICATION RISK. The fund is classified as non-diversified
under the Investment Company Act of 1940, as amended. This means
that the fund may invest in securities of relatively few issuers.
Thus, the performance of one or a small number of portfolio
holdings can affect overall performance more than if the fund
invested in a larger number of issuers.
STOCK MARKET RISK. The fund is affected by how the stock market
performs. To the extent the fund invests in a particular
capitalization or market sector, the fund's performance may be
proportionately affected by that segment's general performance. When
stock prices fall, you should expect the value of your investment to
fall as well. Because a stock represents ownership in its issuer,
stock prices can be hurt by poor management, shrinking product
demand and other business risks. These factors may affect single
companies as well as groups of companies. In addition, movements in
financial markets may adversely affect a stock's price, regardless
of how well the company performs. The market as a whole may not
favor the types of investments the fund makes, which could affect
the fund's ability to sell them at an attractive price.
SECURITY SELECTION RISK. A risk that pervades all investing is the
risk that the securities in the fund's portfolio may decline in
value.
VALUE INVESTING RISK. At times, "value" investing may perform
better than or worse than other investment styles and the overall
market. If the Advisor overestimates the value or return potential
of one or more common stocks, the fund may underperform the general
equity market. Value stocks may also be out of favor for certain
periods in relation to growth stocks.
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS
This fund is designed for long-term investors who are interested in a large-cap
value fund that invests in a limited number of issuers and who can accept
somewhat higher volatility.
14 | DWS Dreman Concentrated Value Fund
SECURITIES LENDING RISK. Any loss in the market price of securities
loaned by the fund that occurs during the term of the loan would be
borne by the fund and would adversely affect the fund's
performance. Also, there may be delays in recovery of securities
loaned or even a loss of rights in the collateral should the
borrower of the securities fail financially while the loan is
outstanding. However, loans will be made only to borrowers selected
by the fund's delegate after a review of relevant facts and
circumstances, including the creditworthiness of the borrower.
Other factors that could affect performance include:
- portfolio management could be wrong in the analysis of
industries, companies, economic trends, the relative
attractiveness of different securities or other matters.
- foreign securities may be more volatile than their US
counterparts, for reasons such as currency fluctuations and
political and economic uncertainty.
- derivatives could produce disproportionate losses due to a
variety of factors, including the failure of the counterparty to
meet its obligations or unexpected price or interest rate
movements. (See "Secondary Risks" for more information.)
DWS Dreman Concentrated Value Fund | 15
THE FUND'S PERFORMANCE HISTORY
While a fund's past performance (before and after taxes) isn't necessarily a
sign of how it will do in the future, it can be valuable for an investor to
know.
The bar chart shows how the performance of the fund's Class A shares has varied
from year to year, which may give some idea of risk. The bar chart does not
reflect sales loads; if it did, total returns would be lower than those shown.
The table on the following page shows how fund performance compares to relevant
index performance (which, unlike fund performance, does not reflect fees or
expenses). The table includes the effects of maximum sales loads on fund
performance. The performance of both the fund and the index varies over time.
All figures assume reinvestment of dividends and distributions (in the case of
after-tax returns, reinvested net of assumed tax rates).
The table shows returns for Class A shares on a before-tax and after-tax basis.
After-tax returns are shown for Class A only and will vary for Classes B and C.
After-tax returns are estimates calculated using the historical highest
individual federal marginal income tax rates and do not reflect the impact of
state and local taxes. Actual after-tax returns depend on an investor's tax
situation and may differ from those shown in the table. After-tax returns shown
are not relevant for investors who hold their shares through tax-deferred
arrangements, such as 401(k) plans or individual retirement accounts.
DWS Dreman Concentrated Value Fund
ANNUAL TOTAL RETURN (%) AS OF 12/31 EACH YEAR - CLASS A (Results do not reflect
sales loads; if they did, total returns would be lower than those shown.)
[GRAPHIC APPEARS HERE]
18.56 2.54
2006 2007
FOR THE PERIODS INCLUDED IN THE BAR CHART:
BEST QUARTER: 7.89%, Q2 2007 WORST QUARTER: -4.53%, Q4 2007
16 | DWS Dreman Concentrated Value Fund
AVERAGE ANNUAL TOTAL RETURNS (%) as of 12/31/2007 (Fund returns include the
effects of maximum sales load.)
1 YEAR SINCE INCEPTION*
CLASS A
Return before Taxes -3.35 7.16
Return after Taxes on Distributions -4.71 6.38
Return after Taxes on Distributions
and Sale of Fund Shares -1.23** 5.92
CLASS B (Return before Taxes) -1.19 7.85
CLASS C (Return before Taxes) 1.67 8.92
RUSSELL 1000 (Reg. TM) VALUE INDEX (reflects
no deductions for fees, expenses or
taxes) -0.17 10.62
S&P 500 INDEX (reflects no
deductions for fees, expenses or
taxes) 5.49 10.49
* Inception date for the fund was June 2, 2005. Index comparison begins on
May 31, 2005.
** Returns after Taxes on Distributions and Sale of Fund Shares is higher
than other return figures for the same period due to a capital loss
occurring upon redemption resulting in an assumed tax deduction to the
shareholder.
Total return would have been lower had certain expenses not been reduced.
RUSSELL 1000 (Reg. TM) VALUE INDEX is an unmanaged index that consists of
those stocks in the Russell 1000 Index with less-than-average growth
orientation. Russell 1000 (Reg. TM) Index is an unmanaged price-only index of
the 1,000 largest capitalized companies that are domiciled in the US and whose
common stocks are traded.
STANDARD & POOR'S 500 INDEX (S&P 500) is an unmanaged, capitalization-weighted
index of 500 stocks. The index is designed to measure performance of the broad
domestic economy through changes in the aggregate market value of 500 stocks
representing all major industries.
- --------------------------------------------------------------------------------
Current performance may be higher or lower than the performance data quoted
above. For more recent performance information, call your financial advisor or
(800) 621-1048 or visit our Web site at www.dws-scudder.com.
- --------------------------------------------------------------------------------
RETURN AFTER TAXES ON DISTRIBUTIONS assumes that an investor holds fund shares
at the end of the period. The return reflects taxes only on the fund's
distributions and not on a shareholder's gain or loss from selling fund shares.
RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES assumes that an
investor sold his or her fund shares at the end of the period. The return
reflects taxes on both the fund's distributions and a shareholder's gain or
loss from selling fund shares.
DWS Dreman Concentrated Value Fund | 17
HOW MUCH INVESTORS PAY
The table below describes the fees and expenses that you may pay if you buy and
hold fund shares. This information doesn't include any fees that may be charged
by your financial advisor.
FEE TABLE CLASS A CLASS B CLASS C
SHAREHOLDER FEES, paid directly from your investment
_____________________________________________________________________________________________
Maximum Sales Charge (Load) Imposed
on Purchases (as % of offering price) 5.75%1 None None
Maximum Deferred Sales Charge (Load)
(as % of redemption proceeds) None 2 4.00% 1.00%
Redemption/Exchange fee on shares
owned less than 15 days (as % of
redemption proceeds) 3 2.00 2.00 2.00
ANNUAL OPERATING EXPENSES, deducted from fund assets
_____________________________________________________________________________________________
Management Fee 0.80 % 0.80% 0.80%
Distribution and/or Service (12b-1) Fee 0.24 0.99 0.99
Other Expenses 0.56 0.60 0.53
TOTAL ANNUAL OPERATING EXPENSES 1.60 2.39 2.32
Less Expense Waiver/Reimbursement 4 0.29 0.33 0.26
NET ANNUAL OPERATING EXPENSES 4 1.31 2.06 2.06
1 Because of rounding in the calculation of the offering price, the actual
maximum front-end sales charge paid by an investor may be higher than the
percentage noted (see "Choosing a Share Class - Class A shares").
2 The redemption of shares purchased at net asset value under the Large Order
NAV Purchase Privilege (see "Choosing a Share Class - Class A shares") may
be subject to a contingent deferred sales charge of 1.00% if redeemed
within 12 months of purchase and 0.50% if redeemed within the following six
months.
3 This fee is charged on all applicable redemptions or exchanges. Please see
"Policies You Should Know About - Policies about transactions" for further
information.
4 Through February 28, 2009, the Advisor has contractually agreed to waive
all or a portion of its management fee and reimburse or pay certain
operating expenses of the fund so that the total operating expenses will
not exceed 1.31% for Class A shares and 2.06% for both Class B and Class C
shares, respectively, excluding certain expenses such as extraordinary
expenses, taxes, brokerage and interest.
18 | DWS Dreman Concentrated Value Fund
Based on the costs above (including one year of capped expense in each period),
this example helps you compare the expenses of the fund to those of other
mutual funds. This example assumes the expenses above remain the same. It also
assumes that you invested $10,000, earned 5% annual returns and reinvested all
dividends and distributions. This is only an example; actual expenses will be
different.
EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
EXPENSES, assuming you sold your shares at the end of each period.
_________________________________________________________________________
Class A shares $701 $1,024 $1,370 $2,343
Class B shares* 609 1,014 1,446 2,324
Class C shares 309 700 1,217 2,636
EXPENSES, assuming you kept your shares.
_________________________________________________________________________
Class A shares $701 $1,024 $1,370 $2,343
Class B shares* 209 714 1,246 2,324
Class C shares 209 700 1,217 2,636
* Reflects conversion of Class B to Class A shares, which pay lower fees.
Conversion occurs six years after purchase.
DWS Dreman Concentrated Value Fund | 19
Class A Class B Class C Class R
ticker symbol KDHAX KDHBX KDHCX KDHRX
fund number 087 287 387 1506
DWS DREMAN HIGH RETURN EQUITY FUND
THE FUND'S MAIN INVESTMENT STRATEGY
The fund seeks to achieve a high rate of total return.
Under normal circumstances, the fund invests at least 80% of net
assets, plus the amount of any borrowings for investment purposes,
in equity securities (mainly common stocks). The fund focuses on
stocks of large US companies that are similar in size to the
companies in the S&P 500 Index (as of January 31, 2008, the S&P 500
Index had a median market capitalization of $11.8 billion) and that
the portfolio managers believe are undervalued. The fund intends to
invest primarily in companies whose market capitalizations fall
within the normal range of the Index. Although the fund can invest
in stocks of any economic sector, at times it may emphasize the
financial services sector or other sectors. In fact, it may invest
more than 25% of total assets in a single sector.
The fund may invest up to 20% of total assets in foreign
securities.
The fund's equity investments are mainly common stocks, but may
also include other types of equities such as preferred or
convertible stocks.
The portfolio managers begin by screening for stocks whose
price-to-earnings ratios are below the average for the S&P 500
Index. The portfolio managers then compare a company's stock price
to its book value, cash flow and yield and analyze individual
companies to identify those that are financially sound and appear
to have strong potential for long-term growth and income.
The portfolio managers assemble the fund's portfolio from among the
most attractive stocks, drawing on an analysis of economic outlooks
for various sectors and industries.
The portfolio managers will normally sell a stock when it reaches a
target price, its fundamental factors have changed or when other
investments offer better opportunities.
20 | DWS Dreman High Return Equity Fund
OTHER INVESTMENTS. The fund is permitted, but not required, to use
various types of derivatives (contracts whose value is based on,
for example, indices, currencies or securities). Derivatives may be
used for hedging and for risk management or for non-hedging
purposes to seek to enhance potential gains. The fund may use
derivatives in circumstances where portfolio management believes
they offer an economical means of gaining exposure to a particular
asset class or to keep cash on hand to meet shareholder redemptions
or other needs while maintaining exposure to the market.
In particular, the fund may use futures, currency options and
forward currency transactions.
SECURITIES LENDING. The fund may lend its investment securities in
an amount up to 33 1/3% of its total assets to approved
institutional borrowers who need to borrow securities in order to
complete certain transactions.
THE MAIN RISKS OF INVESTING IN THE FUND
There are several risk factors that could hurt the fund's
performance, cause you to lose money or cause the fund's
performance to trail that of other investments.
STOCK MARKET RISK. The fund is affected by how the stock market
performs. To the extent the fund invests in a particular
capitalization or market sector, the fund's performance may be
proportionately affected by that segment's general performance. When
stock prices fall, you should expect the value of your investment to
fall as well. Because a stock represents ownership in its issuer,
stock prices can be hurt by poor management, shrinking product
demand and other business risks. These factors may affect single
companies as well as groups of companies. In addition, movements in
financial markets may adversely affect a stock's price, regardless
of how well the company performs. The market as a whole may not
favor the types of investments the fund makes, which could affect
the fund's ability to sell them at an attractive price.
SECURITY SELECTION RISK. A risk that pervades all investing is the
risk that the securities in the fund's portfolio may decline in
value.
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS
This fund is designed for long-term investors who are interested in a large-cap
value fund that may focus on certain sectors of the economy.
DWS Dreman High Return Equity Fund | 21
VALUE INVESTING RISK. At times, "value" investing may perform
better than or worse than other investment styles and the overall
market. If the Advisor overestimates the value or return potential
of one or more common stocks, the fund may underperform the general
equity market. Value stocks may also be out of favor for certain
periods in relation to growth stocks.
INDUSTRY RISK. While the fund does not concentrate in any industry
or sector, to the extent that the fund has exposure to a given
industry or sector, any factors affecting that industry or sector
could affect the value of portfolio securities. For example,
manufacturers of consumer goods could be hurt by a rise in
unemployment or technology companies could be hurt by such factors
as market saturation, price competition and rapid obsolescence.
SECURITIES LENDING RISK. Any loss in the market price of securities
loaned by the fund that occurs during the term of the loan would be
borne by the fund and would adversely affect the fund's
performance. Also, there may be delays in recovery of securities
loaned or even a loss of rights in the collateral should the
borrower of the securities fail financially while the loan is
outstanding. However, loans will be made only to borrowers selected
by the fund's delegate after a review of relevant facts and
circumstances, including the creditworthiness of the borrower.
Other factors that could affect performance include:
- portfolio management could be wrong in the analysis of
industries, companies, economic trends, the relative
attractiveness of different securities or other matters.
- foreign securities may be more volatile than their US
counterparts, for reasons such as currency fluctuations and
political and economic uncertainty.
- derivatives could produce disproportionate losses due to a
variety of factors, including the failure of the counterparty to
meet its obligations or unexpected price or interest rate
movements. (See "Secondary Risks" for more information.)
22 | DWS Dreman High Return Equity Fund
THE FUND'S PERFORMANCE HISTORY
While a fund's past performance (before and after taxes) isn't necessarily a
sign of how it will do in the future, it can be valuable for an investor to
know.
The bar chart shows how the performance of the fund's Class A shares has varied
from year to year, which may give some idea of risk. The bar chart does not
reflect sales loads; if it did, total returns would be lower than those shown.
The table on the following page shows how fund performance compares to relevant
index performance (which, unlike fund performance, does not reflect fees or
expenses). The table includes the effects of maximum sales loads on fund
performance. The performance of both the fund and the index varies over time.
All figures assume reinvestment of dividends and distributions (in the case of
after-tax returns, reinvested net of assumed tax rates).
The table shows returns for Class A shares on a before-tax and after-tax basis.
After-tax returns are shown for Class A only and will vary for Classes B and C.
After-tax returns are estimates calculated using the historical highest
individual federal marginal income tax rates and do not reflect the impact of
state and local taxes. Actual after-tax returns depend on an investor's tax
situation and may differ from those shown in the table. After-tax returns shown
are not relevant for investors who hold their shares through tax-deferred
arrangements, such as 401(k) plans or individual retirement accounts.
In the table, the performance figures for Class R prior to its inception,
October 1, 2003, are based on the historical performance of the fund's original
share class (Class A), adjusted to reflect the higher gross total annual
operating expenses of Class R.
In addition, after-tax returns are not relevant for Class R shares.
DWS Dreman High Return Equity Fund
ANNUAL TOTAL RETURN (%) AS OF 12/31 EACH YEAR - CLASS A (Results do not reflect
sales loads; if they did, total returns would be lower than those shown.)
[GRAPHIC APPEARS HERE]
11.96 -13.23 41.32 1.23 -18.52 31.34 13.48 7.72 17.40 -1.14
1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
FOR THE PERIODS INCLUDED IN THE BAR CHART:
BEST QUARTER: 22.77%, Q3 2000 WORST QUARTER: -17.61%, Q3 2002
DWS Dreman High Return Equity Fund | 23
AVERAGE ANNUAL TOTAL RETURNS (%) as of 12/31/2007 (Fund returns include the
effects of maximum sales load.)
1 YEAR 5 YEARS 10 YEARS
CLASS A
Return before Taxes -6.82 11.92 7.12
Return after Taxes on Distributions -8.53 11.23 6.04
Return after Taxes on Distributions
and Sale of Fund Shares -3.28* 10.27 5.67
CLASS B (Return before Taxes) -4.63 12.22 6.87
CLASS C (Return before Taxes) -1.85 12.41 6.92
CLASS R (Return before Taxes) -1.43 12.97 7.39
S&P 500 INDEX (reflects no
deductions for fees, expenses or
taxes) 5.49 12.83 5.91
* Return after Taxes on Distributions and Sale of Fund Shares is higher than
other return figures for the same period due to a capital loss occurring
upon redemption resulting in an assumed tax deduction for the shareholder.
Total return would have been lower had certain expenses not been reduced.
STANDARD & POOR'S 500 INDEX (S&P 500) is an unmanaged, capitalization-weighted
index of 500 stocks. The index is designed to measure performance of the broad
domestic economy through changes in the aggregate market value of 500 stocks
representing all major industries.
- --------------------------------------------------------------------------------
Current performance may be higher or lower than the performance data quoted
above. For more recent performance information, call your financial advisor or
(800) 621-1048 or visit our Web site at www.dws-scudder.com.
- --------------------------------------------------------------------------------
RETURN AFTER TAXES ON DISTRIBUTIONS assumes that an investor holds fund shares
at the end of the period. The return reflects taxes only on the fund's
distributions and not on a shareholder's gain or loss from selling fund shares.
RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES assumes that an
investor sold his or her fund shares at the end of the period. The return
reflects taxes on both the fund's distributions and a shareholder's gain or
loss from selling fund shares.
24 | DWS Dreman High Return Equity Fund
HOW MUCH INVESTORS PAY
The table below describes the fees and expenses that you may pay if you buy and
hold fund shares. This information doesn't include any fees that may be charged
by your financial advisor.
FEE TABLE CLASS A CLASS B CLASS C CLASS R
SHAREHOLDER FEES, paid directly from your investment
_____________________________________________________________________________________ _
Maximum Sales Charge (Load) Imposed
on Purchases (as % of offering price) 5.75%1 None None None
Maximum Deferred Sales Charge (Load)
(as % of redemption proceeds) None2 4.00% 1.00% None
Redemption/Exchange fee on shares
owned less than 15 days (as % of
redemption proceeds) 3 2.00 2.00 2.00 2.00
ANNUAL OPERATING EXPENSES, deducted from fund assets
_____________________________________________________________________________________ ____
Management Fee 0.67 % 0.67% 0.67% 0.67%
Distribution and/or Service (12b-1) Fee 0.24 1.00 0.99 0.41
Other Expenses 0.17 0.22 0.16 0.23
TOTAL ANNUAL OPERATING EXPENSES 4 1.08 1.89 1.82 1.31
1 Because of rounding in the calculation of the offering price, the actual
maximum front-end sales charge paid by an investor may be higher than the
percentage noted (see "Choosing a Share Class - Class A shares").
2 The redemption of shares purchased at net asset value under the Large Order
NAV Purchase Privilege (see "Choosing a Share Class - Class A shares") may
be subject to a contingent deferred sales charge of 1.00% if redeemed
within 12 months of purchase and 0.50% if redeemed within the following six
months.
3 This fee is charged on all applicable redemptions or exchanges. Please see
"Policies You Should Know About - Policies about transactions" for further
information.
4 Through February 28, 2010, the Advisor has contractually agreed to waive
all or a portion of its management fee and reimburse or pay certain
operating expenses of the fund to the extent necessary to maintain the
fund's total operating expenses at 1.12% for Class A shares, 1.96% for
Class B shares and 1.87% for Class C shares, respectively, excluding
certain expenses such as extraordinary expenses, taxes, brokerage and
interest.
DWS Dreman High Return Equity Fund | 25
Based on the costs above, this example helps you compare the expenses of the
fund to those of other mutual funds. This example assumes the expenses above
remain the same. It also assumes that you invested $10,000, earned 5% annual
returns and reinvested all dividends and distributions. This is only an
example; actual expenses will be different.
EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
EXPENSES, assuming you sold your shares at the end of each period.
_________________________________________________________________________
Class A shares $679 $899 $1,136 $1,816
Class B shares* 592 894 1,221 1,806
Class C shares 285 573 985 2,137
Class R shares 133 415 718 1,579
EXPENSES, assuming you kept your shares.
_________________________________________________________________________
Class A shares $679 $899 $1,136 $1,816
Class B shares* 192 594 1,021 1,806
Class C shares 185 573 985 2,137
Class R shares 133 415 718 1,579
* Reflects conversion of Class B to Class A shares, which pay lower fees.
Conversion occurs six years after purchase.
26 | DWS Dreman High Return Equity Fund
Class A Class B Class C
ticker symbol MIDVX MIDYX MIDZX
fund number 417 617 717
DWS DREMAN MID CAP VALUE FUND
THE FUND'S MAIN INVESTMENT STRATEGY
The fund seeks long-term capital appreciation.
Under normal circumstances, the fund invests at least 80% of net
assets, plus the amount of any borrowings for investment purposes,
in common stocks of mid-cap companies that the portfolio managers
believe are undervalued, but have favorable prospects for
appreciation. The fund defines mid-cap companies as companies that
have a market capitalization similar to that of the Russell Midcap
(Reg. TM) Value Index with a market capitalization which usually
ranges from $1 billion to $20 billion.
The fund may invest up to 20% of total assets in foreign
securities.
The fund's equity investments are mainly common stocks, but may
also include other types of equities such as preferred or
convertible stocks.
The portfolio managers begin their stock selection process by
screening for stocks of mid-cap companies with below market
price-to-earnings ratios. The portfolio managers then compare the
company's stock price to its book value, cash flow and yield and
analyze individual companies to identify those that are financially
sound and appear to have strong potential for long-term capital
appreciation and dividend growth.
The portfolio managers assemble the fund's portfolio from among the
most attractive stocks, drawing on an analysis of economic outlooks
for various sectors and industries.
The portfolio managers will normally sell a stock when it may no
longer qualify as a mid-cap company, it reaches a target price, its
fundamental factors change or other investments offer better
opportunities.
DWS Dreman Mid Cap Value Fund | 27
OTHER INVESTMENTS. The fund is permitted, but not required, to use
various types of derivatives (contracts whose value is based on,
for example, indices, currencies or securities). Derivatives may be
used for hedging and for risk management or for non-hedging
purposes to seek to enhance potential gains. The fund may use
derivatives in circumstances where portfolio management believes
they offer an economical means of gaining exposure to a particular
asset class or to keep cash on hand to meet shareholder redemptions
or other needs while maintaining exposure to the market.
In particular, the fund may use futures, currency options and
forward currency transactions.
SECURITIES LENDING. The fund may lend its investment securities in
an amount up to 33 1/3% of its total assets to approved
institutional borrowers who need to borrow securities in order to
complete certain transactions.
THE MAIN RISKS OF INVESTING IN THE FUND
There are several risk factors that could hurt the fund's
performance, cause you to lose money or cause the fund's
performance to trail that of other investments.
STOCK MARKET RISK. As with most stock funds, the most important
factor affecting this fund is how the stock market performs (to the
extent the fund invests in a particular market sector, the fund's
performance may be proportionately affected by that segment's
general performance). When stock prices fall, you should expect the
value of your investment to fall as well. Because a stock
represents ownership in its issuer, stock prices can be hurt by
poor management, shrinking product demand and other business risks.
These may affect single companies as well as groups of companies.
In addition, movements in financial markets may adversely affect a
stock's price, regardless of how well the company performs. The
market as a whole may not favor the types of investments the fund
makes and the fund may not be able to get an attractive price for
them.
SECURITY SELECTION RISK. A risk that pervades all investing is the
risk that the securities in the fund's portfolio may decline in
value.
28 | DWS Dreman Mid Cap Value Fund
VALUE INVESTING RISK. At times, "value" investing may perform
better than or worse than other investment styles and the overall
market. If the Advisor overestimates the value or return potential
of one or more common stocks, the fund may underperform the general
equity market. Value stocks may also be out of favor for certain
periods in relation to growth stocks.
MEDIUM-SIZED COMPANY RISK. Medium-sized company stocks tend to
experience steeper price fluctuations - down as well as up - than
stocks of larger companies. A shortage of reliable information -
the same information gap that creates opportunity - can pose added
risk. Industry-wide reversals may have a greater impact on
medium-sized companies, since they usually lack a large company's
financial resources. Medium-sized company stocks are typically less
liquid than large company stocks; when things are going poorly, it
is harder to find a buyer for a medium-sized company's shares.
INDUSTRY RISK. While the fund does not concentrate in any industry
or sector, to the extent that the fund has exposure to a given
industry or sector, any factors affecting that industry or sector
could affect the value of portfolio securities. For example,
manufacturers of consumer goods could be hurt by a rise in
unemployment or technology companies could be hurt by such factors
as market saturation, price competition and rapid obsolescence.
SECURITIES LENDING RISK. Any loss in the market price of securities
loaned by the fund that occurs during the term of the loan would be
borne by the fund and would adversely affect the fund's
performance. Also, there may be delays in recovery of securities
loaned or even a loss of rights in the collateral should the
borrower of the securities fail financially while the loan is
outstanding. However, loans will be made only to borrowers selected
by the fund's delegate after a review of relevant facts and
circumstances, including the creditworthiness of the borrower.
DWS Dreman Mid Cap Value Fund | 29
Other factors that could affect performance include:
- portfolio management could be wrong in the analysis of
industries, companies, economic trends, the relative
attractiveness of different securities or other matters.
- foreign securities may be more volatile than their US
counterparts, for reasons such as currency fluctuations and
political and economic uncertainty.
- derivatives could produce disproportionate losses due to a
variety of factors, including the failure of the counterparty to
meet its obligations or unexpected price or interest rate
movements. (See "Secondary Risks" for more information.)
30 | DWS Dreman Mid Cap Value Fund
THE FUND'S PERFORMANCE HISTORY
While a fund's past performance (before and after taxes) isn't necessarily a
sign of how it will do in the future, it can be valuable for an investor to
know.
The bar chart shows how the performance of the fund's Class A shares has varied
from year to year, which may give some idea of risk. The bar chart does not
reflect sales loads; if it did, total returns would be lower than those shown.
The table on the following page shows how fund performance compares to relevant
index performance (which, unlike fund performance, does not reflect fees or
expenses). The table includes the effects of maximum sales loads on fund
performance. The performance of both the fund and the index varies over time.
All figures assume reinvestment of dividends and distributions (in the case of
after-tax returns, reinvested net of assumed tax rates).
The table shows returns for Class A shares on a before-tax and after-tax basis.
After-tax returns are shown for Class A only and will vary for Classes B and C.
After-tax returns are estimates calculated using the historical highest
individual federal marginal income tax rates and do not reflect the impact of
state and local taxes. Actual after-tax returns depend on an investor's tax
situation and may differ from those shown in the table. After-tax returns shown
are not relevant for investors who hold their shares through tax-deferred
arrangements, such as 401(k) plans or individual retirement accounts.
DWS Dreman Mid Cap Value Fund
ANNUAL TOTAL RETURN (%) AS OF 12/31 EACH YEAR - CLASS A (Results do not reflect
sales loads; if they did, total returns would be lower than those shown.)
[GRAPHIC APPEARS HERE]
17.58 5.35
2006 2007
FOR THE PERIODS INCLUDED IN THE BAR CHART:
BEST QUARTER: 7.56%, Q2 2007 WORST QUARTER: -4.09%, Q4 2007
DWS Dreman Mid Cap Value Fund | 31
AVERAGE ANNUAL TOTAL RETURNS (%) as of 12/31/2007 (Fund returns include the
effect of maximum sales load.)
1 YEAR SINCE INCEPTION*
CLASS A
Return before Taxes -0.71 7.65
Return after Taxes on Distributions -2.54 6.56
Return after Taxes on Distributions
and Sale of Fund Shares -0.08** 6.01
CLASS B (Return before Taxes) 1.65 8.55
CLASS C (Return before Taxes) 4.71 9.61
RUSSELL MIDCAP (Reg. TM) VALUE INDEX
(reflects no deductions for fees,
expenses or taxes) -1.42 8.12
* Inception date for the fund was August 2, 2005. Index comparison begins on
July 31, 2005.
** Return after Taxes on Distributions and Sale of Fund Shares is higher
than other return figures for the same period due to a capital loss
occurring upon redemption resulting in an assumed tax deduction for the
shareholder.
Total return would have been lower had certain expenses not been reduced.
The RUSSELL MIDCAP (Reg. TM) VALUE INDEX is an unmanaged index measuring the
performance of those Russell Midcap companies with lower price-to-book ratios
and lower forecasted growth values. The stocks are also members of the Russell
1000 Value Index.
- --------------------------------------------------------------------------------
Current performance may be higher or lower than the performance data quoted
above. For more recent performance information, call your financial advisor or
(800) 621-1048 or visit our Web site at www.dws-scudder.com.
- --------------------------------------------------------------------------------
RETURN AFTER TAXES ON DISTRIBUTIONS assumes that an investor holds fund shares
at the end of the period. The return reflects taxes only on the fund's
distributions and not on a shareholder's gain or loss from selling fund shares.
RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES assumes that an
investor sold his or her fund shares at the end of the period. The return
reflects taxes on both the fund's distributions and a shareholder's gain or
loss from selling fund shares.
32 | DWS Dreman Mid Cap Value Fund
HOW MUCH INVESTORS PAY
The table below describes the fees and expenses that you may pay if you buy and
hold fund shares. This information doesn't include any fees that may be charged
by your financial advisor.
FEE TABLE CLASS A CLASS B CLASS C
SHAREHOLDER FEES, paid directly from your investment
_____________________________________________________________________________________________
Maximum Sales Charge (Load) Imposed
on Purchases (as % of offering price) 5.75%1 None None
Maximum Deferred Sales Charge (Load)
(as % of redemption proceeds) None2 4.00% 1.00%
Redemption/Exchange fee on shares
owned less than 15 days (as % of
redemption proceeds) 3 2.00 2.00 2.00
ANNUAL OPERATING EXPENSES, deducted from fund assets
_____________________________________________________________________________________________
Management Fee 0.75 % 0.75% 0.75%
Distribution and/or Service (12b-1) Fee 0.23 0.98 0.99
Other Expenses 0.63 0.73 0.63
TOTAL ANNUAL OPERATING EXPENSES 1.61 2.46 2.37
Less Expense Waiver/Reimbursement 4 0.26 0.41 0.32
NET ANNUAL OPERATING EXPENSES 4 1.35 2.05 2.05
1 Because of rounding in the calculation of the offering price, the actual
maximum front-end sales charge paid by an investor may be higher than the
percentage noted (see "Choosing a Share Class - Class A shares").
2 The redemption of shares purchased at net asset value under the Large Order
NAV Purchase Privilege (see "Choosing a Share Class - Class A shares") may
be subject to a contingent deferred sales charge of 1.00% if redeemed
within 12 months of purchase and 0.50% if redeemed within the following six
months.
3 This fee is charged on all applicable redemptions or exchanges. Please see
"Policies You Should Know About - Policies about transactions" for further
information.
4 Through February 28, 2009, the Advisor has contractually agreed to waive
all or a portion of its management fee and reimburse or pay certain
operating expenses of the fund to the extent necessary to maintain the
fund's total operating expenses at 1.35% for Class A shares, 2.05% for
Class B shares and 2.05% for Class C shares, respectively, excluding
certain expenses such as extraordinary expenses, taxes, brokerage and
interest.
DWS Dreman Mid Cap Value Fund | 33
Based on the costs above (including one year of capped expenses in each
period), this example helps you compare the expenses of the fund to those of
other mutual funds. This example assumes the expenses above remain the same. It
also assumes that you invested $10,000, earned 5% annual returns and reinvested
all dividends and distributions. This is only an example; actual expenses will
be different.
EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
EXPENSES, assuming you sold your shares at the end of each period.
_________________________________________________________________________
Class A shares $705 $1,030 $1,378 $2,356
Class B shares* 608 1,027 1,474 2,361
Class C shares 308 709 1,237 2,682
EXPENSES, assuming you kept your shares.
_________________________________________________________________________
Class A shares $705 $1,030 $1,378 $2,356
Class B shares* 208 727 1,274 2,361
Class C shares 208 709 1,237 2,682
* Reflects conversion of Class B to Class A shares, which pay lower fees.
Conversion occurs six years after purchase.
34 | DWS Dreman Mid Cap Value Fund
Class A Class B Class C
ticker symbol KDSAX KDSBX KDSCX
fund number 088 288 388
DWS DREMAN SMALL CAP VALUE FUND
THE FUND'S MAIN INVESTMENT STRATEGY
The fund seeks long-term capital appreciation.
Under normal circumstances, the fund invests at least 80% of net
assets, plus the amount of any borrowings for investment purposes,
in undervalued common stocks of small US companies, which the fund
defines as companies that are similar in market value to those in
the Russell 2000 (Reg. TM) Index (as of January 31, 2008, the
Russell 2000 (Reg. TM) Index had a median market capitalization of
$539 million). The fund intends to invest primarily in companies
whose market capitalizations fall within the normal range of the
Index.
While the fund invests mainly in US stocks, it could invest up to
20% of total assets in foreign securities.
The fund's equity investments are mainly common stocks, but may
also include other types of equities such as preferred or
convertible stocks.
The portfolio managers begin their stock selection process by
screening stocks of small companies with below market
price-to-earnings (P/E) ratios. The managers then seek companies
with a low price compared to the book value, cash flow and yield
and analyze individual companies to identify those that are
fundamentally sound and appear to have strong potential for
earnings and dividend growth over the Index.
From the remaining group, the managers then complete their
fundamental analysis and make their buy decisions from a group of
the most attractive stocks, drawing on an analysis of economic
outlooks for various industries.
The managers will normally sell a stock when it no longer qualifies
as a small company, when its P/E rises above that of the Index, its
fundamentals change or other investments offer better
opportunities.
DWS Dreman Small Cap Value Fund | 35
OTHER INVESTMENTS. The fund is permitted, but not required, to use
various types of derivatives (contracts whose value is based on,
for example, indices, currencies or securities). Derivatives may be
used for hedging and for risk management or for non-hedging
purposes to seek to enhance potential gains. The fund may use
derivatives in circumstances where portfolio management believes
they offer an economical means of gaining exposure to a particular
asset class or to keep cash on hand to meet shareholder redemptions
or other needs while maintaining exposure to the market.
In particular, the fund may use futures, currency options and
forward currency transactions.
SECURITIES LENDING. The fund may lend its investment securities in
an amount up to 33 1/3% of its total assets to approved
institutional borrowers who need to borrow securities in order to
complete certain transactions.
THE MAIN RISKS OF INVESTING IN THE FUND
There are several risk factors that could hurt the fund's
performance, cause you to lose money or cause the fund's
performance to trail that of other investments.
STOCK MARKET RISK. As with most stock funds, the most important
factor affecting this fund is how the stock market performs (to the
extent the fund invests in a particular market sector, the fund's
performance may be proportionately affected by that segment's
general performance). When stock prices fall, you should expect the
value of your investment to fall as well. Because a stock represents
ownership in its issuer, stock prices can be hurt by poor
management, shrinking product demand and other business risks. These
may affect single companies as well as groups of companies. In
addition, movements in financial markets may adversely affect a
stock's price, regardless of how well the company performs. The
market as a whole may not favor the types of investments the fund
makes and the fund may not be able to get an attractive price for
them.
SECURITY SELECTION RISK. A risk that pervades all investing is the
risk that the securities in the fund's portfolio may decline in
value.
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS
This fund is designed for value-oriented investors who are interested in
small-cap market exposure.
36 | DWS Dreman Small Cap Value Fund
VALUE INVESTING RISK. At times, "value" investing may perform
better than or worse than other investment styles and the overall
market. If the Advisor overestimates the value or return potential
of one or more common stocks, the fund may underperform the general
equity market. Value stocks may also be out of favor for certain
periods in relation to growth stocks.
INDUSTRY RISK. While the fund does not concentrate in any industry
or sector, to the extent that the fund has exposure to a given
industry or sector, any factors affecting that industry or sector
could affect the value of portfolio securities. For example,
manufacturers of consumer goods could be hurt by a rise in
unemployment or technology companies could be hurt by such factors
as market saturation, price competition and rapid obsolescence.
SECURITIES LENDING RISK. Any loss in the market price of securities
loaned by the fund that occurs during the term of the loan would be
borne by the fund and would adversely affect the fund's
performance. Also, there may be delays in recovery of securities
loaned or even a loss of rights in the collateral should the
borrower of the securities fail financially while the loan is
outstanding. However, loans will be made only to borrowers selected
by the fund's delegate after a review of relevant facts and
circumstances, including the creditworthiness of the borrower.
Other factors that could affect performance include:
- portfolio management could be wrong in the analysis of
industries, companies, economic trends, the relative
attractiveness of different securities or other matters.
- foreign securities may be more volatile than their US
counterparts, for reasons such as currency fluctuations and
political and economic uncertainty.
- derivatives could produce disproportionate losses due to a
variety of factors, including the failure of the counterparty to
meet its obligations or unexpected price or interest rate
movements. (See "Secondary Risks" for more information.)
DWS Dreman Small Cap Value Fund | 37
THE FUND'S PERFORMANCE HISTORY
While a fund's past performance (before and after taxes) isn't necessarily a
sign of how it will do in the future, it can be valuable for an investor to
know.
The bar chart shows how the performance of the fund's Class A shares has varied
from year to year, which may give some idea of risk. The bar chart does not
reflect sales loads; if it did, total returns would be lower than those shown.
The table on the following page shows how fund performance compares to relevant
index performance (which, unlike fund performance, does not reflect fees or
expenses). The table includes the effects of maximum sales loads on fund
performance. The performance of both the fund and the index varies over time.
All figures assume reinvestment of dividends and distributions (in the case of
after-tax returns, reinvested net of assumed tax rates).
The table shows returns for Class A shares on a before-tax and after-tax basis.
After-tax returns are shown for Class A only and will vary for Classes B and C.
After-tax returns are estimates calculated using the historical highest
individual federal marginal income tax rates and do not reflect the impact of
state and local taxes. Actual after-tax returns depend on an investor's tax
situation and may differ from those shown in the table. After-tax returns shown
are not relevant for investors who hold their shares through tax-deferred
arrangements, such as 401(k) plans or individual retirement accounts.
DWS Dreman Small Cap Value Fund
ANNUAL TOTAL RETURN (%) AS OF 12/31 EACH YEAR - CLASS A (Results do not reflect
sales loads; if they did, total returns would be lower than those shown.)
[GRAPHIC APPEARS HERE]
- -12.82 0.65 -2.47 14.32 -10.79 42.64 25.31 9.71 23.85 2.48
1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
FOR THE PERIODS INCLUDED IN THE BAR CHART:
BEST QUARTER: 22.19%, Q2 2003 WORST QUARTER: -24.07%, Q3 1998
38 | DWS Dreman Small Cap Value Fund
AVERAGE ANNUAL TOTAL RETURNS (%) as of 12/31/2007 (Fund returns include the
effects of maximum sales load.)
1 YEAR 5 YEARS 10 YEARS
CLASS A
Return before Taxes -3.41 18.59 7.43
Return after Taxes on Distributions -5.46 17.42 6.88
Return after Taxes on Distributions
and Sale of Fund Shares -0.51* 16.23 6.45
CLASS B (Return before Taxes) -1.10 18.87 7.16
CLASS C (Return before Taxes) 1.70 19.10 7.27
RUSSELL 2000 (Reg. TM) INDEX (reflects no
deductions for fees, expenses or
taxes) -1.57 16.25 7.08
RUSSELL 2000 (Reg. TM) VALUE INDEX (reflects
no deductions for fees, expenses or
taxes) -9.78 15.80 9.06
* Return after Taxes on Distributions and Sale of Fund Shares is higher than
other return figures for the same period due to a capital loss occurring
upon redemption resulting in an assumed tax deduction for the shareholder.
RUSSELL 2000 (Reg. TM) INDEX is an unmanaged capitalization-weighted measure
of approximately 2,000 small US stocks.
RUSSELL 2000 (Reg. TM) VALUE INDEX is an unmanaged index measuring the
performance of those Russell 2000 companies with lower price-to-book ratios
and lower forecasted growth values.
- --------------------------------------------------------------------------------
Current performance may be higher or lower than the performance data quoted
above. For more recent performance information, call your financial advisor or
(800) 621-1048 or visit our Web site at www.dws-scudder.com.
- --------------------------------------------------------------------------------
RETURN AFTER TAXES ON DISTRIBUTIONS assumes that an investor holds fund shares
at the end of the period. The return reflects taxes only on the fund's
distributions and not on a shareholder's gain or loss from selling fund shares.
RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES assumes that an
investor sold his or her fund shares at the end of the period. The return
reflects taxes on both the fund's distributions and a shareholder's gain or
loss from selling fund shares.
DWS Dreman Small Cap Value Fund | 39
HOW MUCH INVESTORS PAY
The table below describes the fees and expenses that you may pay if you buy and
hold fund shares. This information doesn't include any fees that may be charged
by your financial advisor.
FEE TABLE CLASS A CLASS B CLASS C
SHAREHOLDER FEES, paid directly from your investment
_____________________________________________________________________________________________
Maximum Sales Charge (Load) Imposed
on Purchases (as % of offering price) 5.75%1 None None
Maximum Deferred Sales Charge (Load)
(as % of redemption proceeds) None2 4.00% 1.00%
Redemption/Exchange fee on shares
owned less than 15 days (as % of
redemption proceeds) 3 2.00 2.00 2.00
ANNUAL OPERATING EXPENSES, deducted from fund assets
_____________________________________________________________________________________________
Management Fee 0.71 % 0.71% 0.71%
Distribution and/or Service (12b-1) Fee 0.23 0.99 0.99
Other Expenses 0.26 0.32 0.25
Acquired Funds (Underlying Funds) Fees
and Expenses 4 0.01 0.01 0.01
TOTAL ANNUAL OPERATING EXPENSES 1.21 2.03 1.96
1 Because of rounding in the calculation of the offering price, the actual
maximum front-end sales charge paid by an investor may be higher than the
percentage noted (see "Choosing a Share Class - Class A shares").
2 The redemption of shares purchased at net asset value under the Large Order
NAV Purchase Privilege (see "Choosing a Share Class - Class A shares") may
be subject to a contingent deferred sales charge of 1.00% if redeemed
within 12 months of purchase and 0.50% if redeemed within the following six
months.
3 This fee is charged on all applicable redemptions or exchanges. Please see
"Policies You Should Know About - Policies about transactions" for further
information.
4 The amount indicated is based on the indirect next expenses associated with
the fund's investments in the underlying funds for the fiscal year ended
November 30, 2007.
40 | DWS Dreman Small Cap Value Fund
Based on the costs above, this example helps you compare the expenses of the
fund to those of other mutual funds. This example assumes the expenses above
remain the same. It also assumes that you invested $10,000, earned 5% annual
returns and reinvested all dividends and distributions. This is only an
example; actual expenses will be different.
EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
EXPENSES, assuming you sold your shares at the end of each period.
_________________________________________________________________________
Class A shares $691 $937 $1,202 $ 1957
Class B shares* 606 937 1,293 1,954
Class C shares 299 615 1,057 2,285
EXPENSES, assuming you kept your shares.
_________________________________________________________________________
Class A shares $691 $937 $1,202 $1,957
Class B shares* 206 637 1,093 1,954
Class C shares 199 615 1,057 2,285
* Reflects conversion of Class B to Class A shares, which pay lower fees.
Conversion occurs six years after purchase.
DWS Dreman Small Cap Value Fund | 41
OTHER POLICIES AND SECONDARY RISKS
While the previous pages describe the main points of each fund's
strategy and risks, there are a few other issues to know about:
- Although major changes tend to be infrequent, each fund's Board
could change a fund's investment objective without seeking
shareholder approval. However, the Board will provide
shareholders with at least 60 days' notice prior to making any
changes to each fund's (except DWS Dreman Concentrated Value
Fund) 80% investment policy as described herein.
- As a temporary defensive measure, each fund could shift up to 50%
of assets into investments such as money market securities. This
could prevent losses, but, while engaged in a temporary defensive
position, a fund will not be pursuing its investment objective.
However, portfolio management may choose not to use these
strategies for various reasons, even in volatile market
conditions.
- Each fund may trade actively. This could raise transaction costs
(thus lowering return) and could mean distributions at higher tax
rates.
Secondary risks
The risk disclosure below applies to each fund, unless otherwise
noted.
DERIVATIVES RISK. Risks associated with derivatives include the risk
that the derivative is not well correlated with the security, index
or currency to which it relates; the risk that derivatives may
result in losses or missed opportunities; the risk that the fund
will be unable to sell the derivative because of an illiquid
secondary market; the risk that a counterparty is unwilling or
unable to meet its obligation; and the risk that the derivative
transaction could expose the fund to the effects of leverage, which
could increase the fund's exposure to the market and magnify
potential losses. There is no guarantee that derivatives, to the
extent employed, will have the intended effect, and their use could
cause lower returns or even losses to the fund. The use of
derivatives by the fund to hedge risk may reduce the opportunity for
gain by offsetting the positive effect of favorable price movements.
42 | Other Policies and Secondary Risks
PRICING RISK. At times, market conditions may make it difficult to
value some investments, and the fund may use certain valuation
methodologies for some of its investments, such as fair value
pricing. Given the subjective nature of such valuation
methodologies, it is possible that the value determined for an
investment may be different than the value realized upon such
investment's sale. If the fund has valued its securities too highly,
you may pay too much for fund shares when you buy into the fund. If
the fund has underestimated the price of its securities, you may not
receive the full market value when you sell your fund shares.
IPO RISK. Securities purchased in initial public offerings (IPOs)
may be very volatile, rising and falling rapidly, often based, among
other reasons, on investor perceptions rather than on economic
reasons. Additionally, investments in IPOs may magnify the fund's
performance if it has a small asset base. The fund is less likely to
experience a similar impact on its performance as its assets grow
because it is unlikely that the fund will be able to obtain
proportionately larger IPO allocations.
For more information
This prospectus doesn't tell you about every policy or risk of
investing in each fund.
If you want more information on each fund's allowable securities and
investment practices and the characteristics and risks of each one,
you may want to request a copy of the Statement of Additional
Information (the back cover tells you how to do this).
Keep in mind that there is no assurance that a fund will achieve its
objective.
A complete list of each fund's portfolio holdings is posted as of
the month-end on www.dws-scudder.com (the Web site does not form a
part of this prospectus) on or after the last day of the following
month. This posted information generally remains accessible at least
until the date on which a fund files its Form N-CSR or N-Q with the
Securities and Exchange Commission for the period that includes the
date as of which the posted information is current. In addition,
each fund's top ten equity holdings and other fund information is
posted on www.dws-scudder.com as of the calendar quarter-end on or
Other Policies and Secondary Risks | 43
after the 15th day following quarter-end. Each fund's Statement of
Additional Information includes a description of a fund's policies
and procedures with respect to the disclosure of a fund's portfolio
holdings.
WHO MANAGES AND OVERSEES THE FUNDS
The investment advisor
Deutsche Investment Management Americas Inc. ("DIMA" or the
"Advisor"), with headquarters at 345 Park Avenue, New York, NY
10154, is the investment advisor for each fund. Under the oversight
of the Board, the Advisor, or a subadvisor, makes investment
decisions, buys and sells securities for each fund and conducts
research that leads to these purchase and sale decisions. The
Advisor provides a full range of global investment advisory services
to institutional and retail clients.
DWS Scudder is part of Deutsche Asset Management, which is the
marketing name in the US for the asset management activities of
Deutsche Bank AG, DIMA, Deutsche Bank Trust Company Americas and DWS
Trust Company.
Deutsche Asset Management is a global asset management organization
that offers a wide range of investing expertise and resources,
including hundreds of portfolio managers and analysts and an office
network that reaches the world's major investment centers. This
well-resourced global investment platform brings together a wide
variety of experience and investment insight across industries,
regions, asset classes and investing styles.
The Advisor is an indirect, wholly owned subsidiary of Deutsche Bank
AG. Deutsche Bank AG is a major global banking institution that is
engaged in a wide range of financial services, including investment
management, mutual funds, retail, private and commercial banking,
investment banking and insurance.
44 | Who Manages and Oversees the Funds
MANAGEMENT FEE. The Advisor receives a management fee from each
fund. Below are the actual rates paid by each fund for the most
recent fiscal year, as a percentage of each fund's average daily net
assets.
FUND NAME FEE PAID
DWS Large Cap Value Fund 0.46 %
DWS Dreman Concentrated Value Fund 0.54%*
DWS Dreman High Return Equity Fund 0.67 %
DWS Dreman Mid Cap Value Fund 0.51%*
DWS Dreman Small Cap Value Fund 0.71 %
* Reflects the effects of expense limitations and/or fee waivers
then in effect.
Effective April 25, 2007, DWS Large Cap Value Fund pays the Advisor
under a new investment management agreement a fee, calculated daily
and paid monthly, at the annual rate of 0.425% of the fund's average
daily net assets up to $1.5 billion, 0.400% of the next $500
million, 0.375% of the next $1 billion, 0.350% of the next $1
billion, 0.325% of the next $1 billion and 0.300% thereafter.
A discussion regarding the basis for the Board's approval of each
fund's investment management agreement and, as applicable,
subadvisory agreement, is contained in the most recent shareholder
reports for the annual period ended November 30 (see "Shareholder
reports" on the back cover).
The Advisor provides administrative services to DWS Large Cap Value
Fund under a separate administrative services agreement between the
fund and the Advisor. The funds, other than DWS Large Cap Value
Fund, each pay the Advisor for providing most of each fund's
administrative services under each fund's investment management
agreement.
Who Manages and Oversees the Funds | 45
The Subadvisors
Subadvisor for DWS Dreman Concentrated Value Fund, DWS Dreman High
Return Equity Fund, DWS Dreman Mid Cap Value Fund and DWS Dreman
Small Cap Value Fund
The subadvisor for DWS Dreman Concentrated Value Fund, DWS Dreman
High Return Equity Fund, DWS Dreman Mid Cap Value Fund and DWS
Dreman Small Cap Value Fund is Dreman Value Management, L.L.C.
("DVM"), 520 East Cooper Avenue, Suite 230-4, Aspen, CO 81611. DVM
was founded in 1977 and currently manages over $18.9 billion in
assets, which is primarily comprised of institutional accounts and
investment companies managed by the advisor. Pursuant to a
subadvisory agreement with DIMA, DVM performs some of the functions
of the Advisor, including making each fund's investment decisions
and buying and selling securities for each fund.
Subadvisor for DWS Large Cap Value Fund
The subadvisor for DWS Large Cap Value Fund is Deutsche Asset
Management International GmbH ("DeAMi"), Mainzer Landstrasse
178-190, Frankfurt am Main, Germany. DeAMi renders investment
advisory and management services to the fund. DeAMi is an investment
advisor registered with the Securities and Exchange Commission and
currently manages over $60 billion in assets, which is primarily
comprised of institutional accounts and investment companies. DeAMi
is a subsidiary of Deutsche Bank AG. DIMA compensates DeAMi out of
the management fee it receives from the fund.
46 | Who Manages and Oversees the Funds
Portfolio management
Each fund is managed by a team of investment professionals who collaborate to
develop and implement each fund's investment strategy. Each portfolio manager
on the teams has authority over all aspects of a fund's investment portfolio,
including but not limited to, purchases and sales of individual securities,
portfolio construction techniques, portfolio risk assessment and the management
of daily cash flows in accordance with the portfolio holdings.
The following people handle the day-to-day management of each fund:
DWS DREMAN HIGH RETURN EQUITY FUND
David N. Dreman
Chairman and Chief Investment Officer of Dreman Value Management, L.L.C. and
Lead Portfolio Manager.
- - Began investment career in 1957.
- - Joined the fund team in 1998.
- - Founder, Dreman Value Management, L.L.C.
F. James Hutchinson
President of Dreman Value Management, L.L.C. and Portfolio Manager.
- - Joined Dreman Value Management, L.L.C. in 2000.
- - Executive Vice President responsible for Marketing.
- - Began investment career in 1986.
- - Member of Investment Policy Committee.
- - Joined the fund team in 2001.
- - Prior to joining Dreman Value Management, L.L.C., 30 years of experience in
finance and trust/investment management with the Bank of New York.
E. Clifton Hoover, Jr.
Portfolio Manager.
- - Joined Dreman Value Management, L.L.C. in 2006 as a Managing Director and
Co-Chief Investment Officer of Large Cap Value Strategy.
- - Prior to joining Dreman Value Management, L.L.C., Managing Director and a
Portfolio Manager at NFJ Investment Group since 1997; Vice President -
Corporate Finance at Credit Lyonnais, 1992-1997; Financial Analyst at
Citibank, 1990-1992; and Credit Analyst/Corporate Loan Officer for
RepublicBank (now Bank of America), 1985-1990.
- - Over 21 years of investment industry experience.
- - Joined the fund team in 2006.
- - MS, Texas Tech University.
DWS LARGE CAP VALUE FUND
Thomas Schuessler, PhD
Director of Deutsche Asset Management and Portfolio Manager.
- - Joined Deutsche Asset Management in 2001 after 5 years at Deutsche Bank
where he managed various products and worked in the office of the Chairman
of the Management Board.
- - US and Global Fund Management: Frankfurt.
- - Joined the fund team in 2007.
- - PhD, University of Heidelberg, studies in physics and economics at
University of Heidelberg and University of Utah.
Who Manages and Oversees the Funds | 47
DWS DREMAN MID CAP VALUE FUND
David N. Dreman
Chairman and Chief Investment Officer of Dreman Value Management, L.L.C. and
Co-Lead Portfolio Manager.
- - Began investment career in 1957.
- - Joined the fund team in 2005.
- - Founder, Dreman Value Management, L.L.C.
F. James Hutchinson
President of Dreman Value Management, L.L.C. and Co-Lead Portfolio Manager.
- - Joined Dreman Value Management, L.L.C. in 2000.
- - Executive Vice President responsible for Marketing.
- - Began investment career in 1986.
- - Member of Investment Policy Committee.
- - Joined the fund team in 2006.
- - Prior to joining Dreman Value Management, L.L.C., 30 years of experience in
finance and trust/investment management with the Bank of New York.
Mark Roach
Co-Lead Portfolio Manager.
- - Joined Dreman Value Management, L.L.C. in November 2006 as a Managing
Director and Portfolio Manager of Small and Mid Cap products.
- - Joined the fund team in 2006.
- - Prior to that, Portfolio Manager at Vaughan Nelson Investment Management,
managing a small cap product from 2002 through 2006; security analyst from
1997 to 2001 for various institutions including Fifth Third Bank, Lynch,
Jones & Ryan and USAA.
- - BS, Baldwin Wallace College; MBA, University of Chicago.
DWS DREMAN SMALL CAP VALUE FUND
David N. Dreman
Chairman and Chief Investment Officer of Dreman Value Management, L.L.C. and
Lead Portfolio Manager.
- - Began investment career in 1957.
- - Joined the fund team in 2002.
- - Founder, Dreman Value Management, L.L.C.
Mark Roach
Portfolio Manager.
- - Joined Dreman Value Management, L.L.C. in November 2006 as a Managing
Director and Portfolio Manager of Small and Mid Cap products.
- - Joined the fund team in 2006.
- - Prior to that, Portfolio Manager at Vaughan Nelson Investment Management,
managing a small cap product from 2002 through 2006; security analyst from
1997 to 2001 for various institutions including Fifth Third Bank, Lynch,
Jones & Ryan and USAA.
- - BS, Baldwin Wallace College; MBA, University of Chicago.
E. Clifton Hoover, Jr.
Portfolio Manager.
- - Joined Dreman Value Management, L.L.C. in 2006 as a Managing Director and
Co-Chief Investment Officer of Large Cap Value Strategy.
- - Prior to joining Dreman Value Management, L.L.C., Managing Director and a
Portfolio Manager at NFJ Investment Group since 1997; Vice President -
Corporate Finance at Credit Lyonnais, 1992-1997; Financial Analyst at
Citibank, 1990-1992; and Credit Analyst/Corporate Loan Officer for
RepublicBank (now Bank of America), 1985-1990.
- - Over 21 years of investment industry experience.
- - Joined the fund team in 2006.
- - MS, Texas Tech University.
48 | Who Manages and Oversees the Funds
DWS DREMAN CONCENTRATED VALUE FUND
David N. Dreman
Chairman and Chief Investment Officer of Dreman Value Management, L.L.C. and
Lead Portfolio Manager.
- - Began investment career in 1957.
- - Joined the fund team in 2005.
- - Founder, Dreman Value Management, L.L.C.
F. James Hutchinson
President of Dreman Value Management, L.L.C. and Portfolio Manager.
- - Joined Dreman Value Management, L.L.C. in 2000.
- - Executive Vice President responsible for Marketing.
- - Began investment career in 1986.
- - Member of Investment Policy Committee.
- - Joined the fund team in 2005.
- - Prior to joining Dreman Value Management, L.L.C., 30 years of experience in
finance and trust/investment management with the Bank of New York.
E. Clifton Hoover, Jr.
Portfolio Manager.
- - Joined Dreman Value Management, L.L.C. in 2006 as a Managing Director and
Co-Chief Investment Officer of Large Cap Value Strategy.
- - Prior to joining Dreman Value Management, L.L.C., Managing Director and a
Portfolio Manager at NFJ Investment Group since 1997; Vice President -
Corporate Finance at Credit Lyonnais, 1992-1997; Financial Analyst at
Citibank, 1990-1992; and Credit Analyst/Corporate Loan Officer for
RepublicBank (now Bank of America), 1985-1990.
- - Over 21 years of investment industry experience.
- - Joined the fund team in 2006.
- - MS, Texas Tech University.
Each fund's Statement of Additional Information provides additional information
about a portfolio manager's investments in each fund, a description of the
portfolio management compensation structure and information regarding other
accounts managed.
Who Manages and Oversees the Funds | 49
FINANCIAL HIGHLIGHTS
The financial highlights are designed to help you understand recent financial
performance. The figures in the first part of each table are for a single
share. The total return figures represent the percentage that an investor in a
fund would have earned (or lost), assuming all dividends and distributions were
reinvested. This information has been audited by Ernst & Young LLP, independent
registered public accounting firm, whose report, along with each fund's
financial statements, is included in each fund's annual report (see
"Shareholder reports" on the back cover).
DWS Large Cap Value Fund - Class A
YEARS ENDED NOVEMBER 30, 2007 2006 2005 2004 2003
SELECTED PER SHARE DATA
- --------------------------------------------------------------------------------------------------------------------- --
NET ASSET VALUE, BEGINNING OF PERIOD $ 24.40 $ 22.87 $ 22.15 $ 19.93 $ 17.09
- ------------------------------------------ -------- -------- -------- -------- --------
Income (loss) from investment
operations:
Net investment income (loss) a .28 .38d .34 .30 .25
__________________________________________ ________ ________ ________ ________ ________
Net realized and unrealized gain
(loss) 2.34 2.63 .79 2.16 2.81
- ------------------------------------------ -------- -------- -------- -------- --------
TOTAL FROM INVESTMENT OPERATIONS 2.62 3.01 1.13 2.46 3.06
__________________________________________ ________ ________ ________ ________ ________
Less distributions from:
Net investment income ( .36) ( .33) ( .41) ( .24) ( .22)
__________________________________________ ________ ________ ________ ________ ________
Net realized gains ( 2.15) ( 1.15) - - -
__________________________________________ ________ ________ ________ ________ ________
TOTAL DISTRIBUTIONS ( 2.51) ( 1.48) ( .41) ( .24) ( .22)
__________________________________________ ________ ________ ________ ________ ________
Redemption fees .00* .00* .00* - -
- ------------------------------------------ -------- -------- -------- -------- --------
NET ASSET VALUE, END OF PERIOD $ 24.51 $ 24.40 $ 22.87 $ 22.15 $ 19.93
- ------------------------------------------ -------- -------- -------- -------- --------
Total Return (%)b 11.65c 13.98d 5.21c 12.34c 18.16c
- ------------------------------------------ -------- -------- -------- -------- --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------------------------------------------- --
Net assets, end of period ($ millions) 300 363 364 283 152
__________________________________________ ________ ________ ________ ________ ________
Ratio of expenses before expense
reductions (%) 1.00 1.02 1.06 1.32 1.30
__________________________________________ ________ ________ ________ ________ ________
Ratio of expenses after expense
reductions (%) .99 1.02 1.05 1.21 1.29
__________________________________________ ________ ________ ________ ________ ________
Ratio of net investment income (loss)
(%) 1.21 1.65d 1.52 1.39 1.41
__________________________________________ ________ ________ ________ ________ ________
Portfolio turnover rate (%) 86 76 56 39 69
- ------------------------------------------ -------- -------- -------- -------- --------
a Based on average shares outstanding during the period.
b Total return does not reflect the effect of any sales charge.
c Total return would have been lower had certain expenses not been reduced.
d Includes non-recurring income from the Advisor recorded as a result of an
administrative proceeding regarding disclosure of brokerage allocation
practices in connection with sales of DWS Scudder Funds. The non-recurring
income resulted in an increase in net investment income of $0.033 per share
and an increase in the ratio of net investment income of 0.14%. Excluding
this non-recurring income, total return would have been 0.14% lower.
* Amount is less than $.005.
50 | Financial Highlights
DWS Large Cap Value Fund - Class B
YEARS ENDED NOVEMBER 30, 2007 2006 2005 2004 2003
SELECTED PER SHARE DATA
- --------------------------------------------------------------------------------------------------------------------- --
NET ASSET VALUE, BEGINNING OF PERIOD $ 24.41 $ 22.88 $ 22.14 $ 19.91 $ 17.07
- ------------------------------------------ -------- -------- -------- -------- --------
Income (loss) from investment
operations:
Net investment income (loss) a .09 .18d .14 .14 .11
__________________________________________ ________ ________ ________ ________ ________
Net realized and unrealized gain
(loss) 2.34 2.64 .82 2.15 2.81
- ------------------------------------------ -------- -------- -------- -------- --------
TOTAL FROM INVESTMENT OPERATIONS 2.43 2.82 .96 2.29 2.92
__________________________________________ ________ ________ ________ ________ ________
Less distributions from:
Net investment income ( .15) ( .14) ( .22) ( .06) ( .08)
__________________________________________ ________ ________ ________ ________ ________
Net realized gains ( 2.15) ( 1.15) - - -
__________________________________________ ________ ________ ________ ________ ________
TOTAL DISTRIBUTIONS ( 2.30) ( 1.29) ( .22) ( .06) ( .08)
__________________________________________ ________ ________ ________ ________ ________
Redemption fees .00* .00* .00* - -
- ------------------------------------------ -------- -------- -------- -------- --------
NET ASSET VALUE, END OF PERIOD $ 24.54 $ 24.41 $ 22.88 $ 22.14 $ 19.91
- ------------------------------------------ -------- -------- -------- -------- --------
Total Return (%)b 10.74c 13.04d 4.30c 11.51c 17.20c
- ------------------------------------------ -------- -------- -------- -------- --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------------------------------------------- --
Net assets, end of period ($ millions) 30 37 48 50 50
__________________________________________ ________ ________ ________ ________ ________
Ratio of expenses before expense
reductions (%) 1.83 1.89 1.98 2.21 2.16
__________________________________________ ________ ________ ________ ________ ________
Ratio of expenses after expense
reductions (%) 1.82 1.89 1.90 1.96 2.11
__________________________________________ ________ ________ ________ ________ ________
Ratio of net investment income (loss)
(%) .38 .78d .67 .64 .59
__________________________________________ ________ ________ ________ ________ ________
Portfolio turnover rate (%) 86 76 56 39 69
- ------------------------------------------ -------- -------- -------- -------- --------
a Based on average shares outstanding during the period.
b Total return does not reflect the effect of any sales charge.
c Total return would have been lower had certain expenses not been reduced.
d Includes non-recurring income from the Advisor recorded as a result of an
administrative proceeding regarding disclosure of brokerage allocation
practices in connection with sales of DWS Scudder Funds. The non-recurring
income resulted in an increase in net investment income of $0.033 per share
and an increase in the ratio of net investment income of 0.14%. Excluding
this non-recurring income, total return would have been 0.15% lower.
* Amount is less than $.005.
Financial Highlights | 51
DWS Large Cap Value Fund - Class C
YEARS ENDED NOVEMBER 30, 2007 2006 2005 2004 2003
SELECTED PER SHARE DATA
- --------------------------------------------------------------------------------------------------------------------- --
NET ASSET VALUE, BEGINNING OF PERIOD $ 24.40 $ 22.86 $ 22.13 $ 19.91 $ 17.07
- ------------------------------------------ -------- -------- -------- -------- --------
Income (loss) from investment
operations:
Net investment income (loss) a .11 .21d .17 .14 .11
__________________________________________ ________ ________ ________ ________ ________
Net realized and unrealized gain
(loss) 2.34 2.64 .79 2.15 2.82
- ------------------------------------------ -------- -------- -------- -------- --------
TOTAL FROM INVESTMENT OPERATIONS 2.45 2.85 .96 2.29 2.93
__________________________________________ ________ ________ ________ ________ ________
Less distributions from:
Net investment income ( .18) ( .16) ( .23) ( .07) ( .09)
__________________________________________ ________ ________ ________ ________ ________
Net realized gains ( 2.15) ( 1.15) - - -
__________________________________________ ________ ________ ________ ________ ________
TOTAL DISTRIBUTIONS ( 2.33) ( 1.31) ( .23) ( .07) ( .09)
__________________________________________ ________ ________ ________ ________ ________
Redemption fees .00* .00* .00* - -
- ------------------------------------------ -------- -------- -------- -------- --------
NET ASSET VALUE, END OF PERIOD $ 24.52 $ 24.40 $ 22.86 $ 22.13 $ 19.91
- ------------------------------------------ -------- -------- -------- -------- --------
Total Return (%)b 10.86c 13.16d 4.38 11.51c 17.23c
- ------------------------------------------ -------- -------- -------- -------- --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------------------------------------------- --
Net assets, end of period ($ millions) 32 36 42 38 21
__________________________________________ ________ ________ ________ ________ ________
Ratio of expenses before expense
reductions (%) 1.74 1.75 1.81 2.08 2.09
__________________________________________ ________ ________ ________ ________ ________
Ratio of expenses after expense
reductions (%) 1.73 1.75 1.81 1.96 2.07
__________________________________________ ________ ________ ________ ________ ________
Ratio of net investment income (loss)
(%) .47 .93d .76 .64 .63
__________________________________________ ________ ________ ________ ________ ________
Portfolio turnover rate (%) 86 76 56 39 69
- ------------------------------------------ -------- -------- -------- -------- --------
a Based on average shares outstanding during the period.
b Total return does not reflect the effect of any sales charge.
c Total return would have been lower had certain expenses not been reduced.
d Includes non-recurring income from the Advisor recorded as a result of an
administrative proceeding regarding disclosure of brokerage allocation
practices in connection with sales of DWS Scudder Funds. The non-recurring
income resulted in an increase in net investment income of $0.033 per share
and an increase in the ratio of net investment income of 0.14%. Excluding
this non-recurring income, total return would have been 0.15% lower.
* Amount is less than $.005.
52 | Financial Highlights
DWS Dreman Concentrated Value Fund - Class A
YEARS ENDED NOVEMBER 30, 2007 2006 2005a
SELECTED PER SHARE DATA
- ------------------------------------------------------------------------------- -
NET ASSET VALUE, BEGINNING OF PERIOD $ 11.94 $ 10.06 $ 10.00
- ------------------------------------------------- -------- -------- --------
Income (loss) from investment operations:
Net investment income b .18 .18 .06
_________________________________________________ ________ ________ ________
Net realized and unrealized gain (loss) .42 1.87 .00***
- ------------------------------------------------- -------- -------- --------
TOTAL FROM INVESTMENT OPERATIONS .60 2.05 .06
_________________________________________________ ________ ________ ________
Less distributions from:
Net investment income ( .18) ( .17) -
_________________________________________________ ________ ________ ________
Net realized gains ( .08) - -
_________________________________________________ ________ ________ ________
TOTAL DISTRIBUTIONS ( .26) ( .17) -
_________________________________________________ ________ ________ ________
Redemption fees .00*** .00*** .00***
- ------------------------------------------------- -------- -------- --------
NET ASSET VALUE, END OF PERIOD $ 12.28 $ 11.94 $ 10.06
- ------------------------------------------------- -------- -------- --------
Total Return (%)c,d 5.01 20.56 .60**
- ------------------------------------------------- -------- -------- --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------- --------
Net assets, end of period ($ millions) 47 45 22
_________________________________________________ ________ ________ ________
Ratio of expenses before expense reductions (%) 1.60 1.77 2.81*
_________________________________________________ ________ ________ ________
Ratio of expenses after expense reductions (%) 1.29 1.19e 1.66*
_________________________________________________ ________ ________ ________
Ratio of net investment income (loss) (%) 1.44 1.58 1.18*
_________________________________________________ ________ ________ ________
Portfolio turnover rate (%) 58 38 5
- ------------------------------------------------- -------- -------- --------
a For the period from June 2, 2005 (commencement of operations) to November
30, 2005.
b Based on average shares outstanding during the period.
c Total return does not reflect the effect of any sales charges.
d Total return would have been lower had certain expenses not been reduced.
e The ratio of operating expenses includes reimbursement of the Fund's
organizational and offering costs incurred since inception of the Fund. The
ratio without this reimbursement would have been 1.31%.
* Annualized
** Not annualized
*** Amount is less than $.005.
Financial Highlights | 53
DWS Dreman Concentrated Value Fund - Class B
YEARS ENDED NOVEMBER 30, 2007 2006 200a
SELECTED PER SHARE DATA
- ------------------------------------------------------------------------------- -
NET ASSET VALUE, BEGINNING OF PERIOD $ 11.95 $ 10.03 $ 10.00
- ------------------------------------------------- -------- -------- --------
Income (loss) from investment operations:
Net investment income b .08 .10 .02
_________________________________________________ ________ ________ ________
Net realized and unrealized gain (loss) .42 1.88 .01
- ------------------------------------------------- -------- -------- --------
TOTAL FROM INVESTMENT OPERATIONS .50 1.98 .03
_________________________________________________ ________ ________ ________
Less distributions from:
Net investment income ( .09) ( .06) -
_________________________________________________ ________ ________ ________
Net realized gains ( .08) - -
_________________________________________________ ________ ________ ________
TOTAL DISTRIBUTIONS ( .17) ( .06) -
_________________________________________________ ________ ________ ________
Redemption fees .00*** .00*** .00***
- ------------------------------------------------- -------- -------- --------
NET ASSET VALUE, END OF PERIOD $ 12.28 $ 11.95 $ 10.03
- ------------------------------------------------- -------- -------- --------
Total Return (%)c,d 4.15 19.84 .30**
- ------------------------------------------------- -------- -------- --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------- --------
Net assets, end of period ($ millions) 2 2 2
_________________________________________________ ________ ________ ________
Ratio of expenses before expense reductions (%) 2.39 2.60 3.58*
_________________________________________________ ________ ________ ________
Ratio of expenses after expense reductions (%) 2.05 1.94e 2.41*
_________________________________________________ ________ ________ ________
Ratio of net investment income (loss) (%) .68 .83 .43*
_________________________________________________ ________ ________ ________
Portfolio turnover rate (%) 58 38 5
- ------------------------------------------------- -------- -------- --------
a For the period from June 2, 2005 (commencement of operations) to November
30, 2005.
b Based on average shares outstanding during the period.
c Total return does not reflect the effect of any sales charges.
d Total return would have been lower had certain expenses not been reduced.
e The ratio of operating expenses includes reimbursement of the Fund's
organizational and offering costs incurred since inception of the Fund. The
ratio without this reimbursement would have been 2.06%.
* Annualized
** Not annualized
*** Amount is less than $.005.
54 | Financial Highlights
DWS Dreman Concentrated Value Fund - Class C
YEARS ENDED NOVEMBER 30, 2007 2006 2005a
SELECTED PER SHARE DATA
- ------------------------------------------------------------------------------- -
NET ASSET VALUE, BEGINNING OF PERIOD $ 11.94 $ 10.03 $ 10.00
- ------------------------------------------------- -------- -------- --------
Income (loss) from investment operations:
Net investment income b .09 .11 .02
_________________________________________________ ________ ________ ________
Net realized and unrealized gain (loss) .42 1.87 .01
- ------------------------------------------------- -------- -------- --------
TOTAL FROM INVESTMENT OPERATIONS .51 1.98 .03
_________________________________________________ ________ ________ ________
Less distributions from:
Net investment income ( .10) ( .07) -
_________________________________________________ ________ ________ ________
Net realized gains ( .08) - -
_________________________________________________ ________ ________ ________
TOTAL DISTRIBUTIONS ( .18) ( .07) -
_________________________________________________ ________ ________ ________
Redemption fees .00*** .00*** .00***
- ------------------------------------------------- -------- -------- --------
NET ASSET VALUE, END OF PERIOD $ 12.27 $ 11.94 $ 10.03
- ------------------------------------------------- -------- -------- --------
Total Return (%)c,d 4.23 19.87 .30**
- ------------------------------------------------- -------- -------- --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------- --------
Net assets, end of period ($ millions) 15 13 7
_________________________________________________ ________ ________ ________
Ratio of expenses before expense reductions (%) 2.32 2.54 3.54*
_________________________________________________ ________ ________ ________
Ratio of expenses after expense reductions (%) 2.02 1.84e 2.31*
_________________________________________________ ________ ________ ________
Ratio of net investment income (loss) (%) .71 .93 .53*
_________________________________________________ ________ ________ ________
Portfolio turnover rate (%) 58 38 5
- ------------------------------------------------- -------- -------- --------
a For the period from June 2, 2005 (commencement of operations) to November
30, 2005.
b Based on average shares outstanding during the period.
c Total return does not reflect the effect of any sales charges.
d Total return would have been lower had certain expenses not been reduced.
e The ratio of operating expenses includes reimbursement of the Fund's
organizational and offering costs incurred since inception of the Fund. The
ratio without this reimbursement would have been 1.96%.
* Annualized
** Not annualized
*** Amount is less than $.005.
Financial Highlights | 55
DWS Dreman High Return Equity Fund - Class A
YEARS ENDED NOVEMBER 30, 2007 2006 2005 2004 2003
SELECTED PER SHARE DATA
- ----------------------------------------------------------------------------------------------------------------- --
NET ASSET VALUE, BEGINNING OF PERIOD $ 50.80 $ 44.37 $ 41.25 $ 36.44 $ 30.15
- ---------------------------------------- -------- -------- -------- -------- --------
Income (loss) from investment
operations:
Net investment income a .94 .85 .67 .59 .59
________________________________________ ________ ________ ________ ________ ________
Net realized and unrealized gain
(loss) .02 7.20 3.05 4.81 6.28
- ---------------------------------------- -------- -------- -------- -------- --------
TOTAL FROM INVESTMENT OPERATIONS .96 8.05 3.72 5.40 6.87
________________________________________ ________ ________ ________ ________ ________
Less distributions from:
Net investment income ( .98) ( .67) ( .60) ( .59) ( .58)
________________________________________ ________ ________ ________ ________ ________
Net realized gains ( .42) ( .95) - - -
________________________________________ ________ ________ ________ ________ ________
TOTAL DISTRIBUTIONS ( 1.40) ( 1.62) ( .60) ( .59) ( .58)
________________________________________ ________ ________ ________ ________ ________
Redemption fees .00* .00* .00* - -
- ---------------------------------------- -------- -------- -------- -------- --------
NET ASSET VALUE, END OF PERIOD $ 50.36 $ 50.80 $ 44.37 $ 41.25 $ 36.44
- ---------------------------------------- -------- -------- -------- -------- --------
Total Return (%)b 1.84 18.33c 9.07 14.97 23.18
- ---------------------------------------- -------- -------- -------- -------- --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
- ----------------------------------------------------------------------------------------------------------------- --
Net assets, end of period ($ millions) 5,532 5,891 4,767 4,170 2,983
________________________________________ ________ ________ ________ ________ ________
Ratio of expenses before expense
reductions (%) 1.08 1.12 1.12 1.14 1.27
________________________________________ ________ ________ ________ ________ ________
Ratio of expenses after expense
reductions (%) 1.08 1.11 1.12 1.14 1.27
________________________________________ ________ ________ ________ ________ ________
Ratio of net investment income (%) 1.82 1.78 1.56 1.54 1.87
________________________________________ ________ ________ ________ ________ ________
Portfolio turnover rate (%) 27 32 9 10 14
- ---------------------------------------- -------- -------- -------- -------- --------
a Based on average shares outstanding during the period.
b Total return does not reflect the effect of any sales charges.
c Total return would have been lower had certain expenses not been reduced.
* Amount is less than $.005.
56 | Financial Highlights
DWS Dreman High Return Equity Fund - Class B
YEARS ENDED NOVEMBER 30, 2007 2006 2005 2004 2003
SELECTED PER SHARE DATA
- ----------------------------------------------------------------------------------------------------------------- --
NET ASSET VALUE, BEGINNING OF PERIOD $ 50.60 $ 44.20 $ 41.08 $ 36.29 $ 30.01
- ---------------------------------------- -------- -------- -------- -------- --------
Income (loss) from investment
operations:
Net investment income a .53 .47 .32 .28 .34
________________________________________ ________ ________ ________ ________ ________
Net realized and unrealized gain
(loss) ( .01) 7.17 3.03 4.78 6.26
- ---------------------------------------- -------- -------- -------- -------- --------
TOTAL FROM INVESTMENT OPERATIONS .52 7.64 3.35 5.06 6.60
________________________________________ ________ ________ ________ ________ ________
Less distributions from:
Net investment income ( .54) ( .29) ( .23) ( .27) ( .32)
________________________________________ ________ ________ ________ ________ ________
Net realized gains ( .42) ( .95) - - -
________________________________________ ________ ________ ________ ________ ________
TOTAL DISTRIBUTIONS ( .96) ( 1.24) ( .23) ( .27) ( .32)
________________________________________ ________ ________ ________ ________ ________
Redemption fees .00* .00* .00* - -
- ---------------------------------------- -------- -------- -------- -------- --------
NET ASSET VALUE, END OF PERIOD $ 50.16 $ 50.60 $ 44.20 $ 41.08 $ 36.29
- ---------------------------------------- -------- -------- -------- -------- --------
Total Return (%)b 1.01 17.36c 8.18 14.02 22.19
- ---------------------------------------- -------- -------- -------- -------- --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
- ----------------------------------------------------------------------------------------------------------------- --
Net assets, end of period ($ millions) 525 763 761 915 1,150
________________________________________ ________ ________ ________ ________ ________
Ratio of expenses before expense
reductions (%) 1.89 1.93 1.95 1.96 2.08
________________________________________ ________ ________ ________ ________ ________
Ratio of expenses after expense
reductions (%) 1.89 1.93 1.95 1.96 2.08
________________________________________ ________ ________ ________ ________ ________
Ratio of net investment income (%) 1.02 .96 .73 .72 1.06
________________________________________ ________ ________ ________ ________ ________
Portfolio turnover rate (%) 27 32 9 10 14
- ---------------------------------------- -------- -------- -------- -------- --------
a Based on average shares outstanding during the period.
b Total return does not reflect the effect of any sales charges.
c Total return would have been lower had certain expenses not been reduced.
* Amount is less than $.005.
Financial Highlights | 57
DWS Dreman High Return Equity Fund - Class C
YEARS ENDED NOVEMBER 30, 2007 2006 2005 2004 2003
SELECTED PER SHARE DATA
- ----------------------------------------------------------------------------------------------------------------- --
NET ASSET VALUE, BEGINNING OF PERIOD $ 50.66 $ 44.25 $ 41.13 $ 36.34 $ 30.04
- ---------------------------------------- -------- -------- -------- -------- --------
Income (loss) from investment
operations:
Net investment income a .57 .50 .35 .30 .35
________________________________________ ________ ________ ________ ________ ________
Net realized and unrealized gain
(loss) ( .01) 7.18 3.04 4.79 6.28
- ---------------------------------------- -------- -------- -------- -------- --------
TOTAL FROM INVESTMENT OPERATIONS .56 7.68 3.39 5.09 6.63
________________________________________ ________ ________ ________ ________ ________
Less distributions from:
Net investment income ( .58) ( .32) ( .27) ( .30) ( .33)
________________________________________ ________ ________ ________ ________ ________
Net realized gains ( .42) ( .95) - - -
________________________________________ ________ ________ ________ ________ ________
TOTAL DISTRIBUTIONS ( 1.00) ( 1.27) ( .27) ( .30) ( .33)
________________________________________ ________ ________ ________ ________ ________
Redemption fees .00* .00* .00* - -
- ---------------------------------------- -------- -------- -------- -------- --------
NET ASSET VALUE, END OF PERIOD $ 50.22 $ 50.66 $ 44.25 $ 41.13 $ 36.34
- ---------------------------------------- -------- -------- -------- -------- --------
Total Return (%)b 1.08 17.45c 8.26 14.08 22.27
- ---------------------------------------- -------- -------- -------- -------- --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
- ----------------------------------------------------------------------------------------------------------------- --
Net assets, end of period ($ millions) 1,038 1,100 858 683 549
________________________________________ ________ ________ ________ ________ ________
Ratio of expenses before expense
reductions (%) 1.82 1.86 1.88 1.92 2.02
________________________________________ ________ ________ ________ ________ ________
Ratio of expenses after expense
reductions (%) 1.82 1.85 1.88 1.92 2.02
________________________________________ ________ ________ ________ ________ ________
Ratio of net investment income (%) 1.09 1.04 .80 .76 1.12
________________________________________ ________ ________ ________ ________ ________
Portfolio turnover rate (%) 27 32 9 10 14
- ---------------------------------------- -------- -------- -------- -------- --------
a Based on average shares outstanding during the period.
b Total return does not reflect the effect of any sales charges.
c Total return would have been lower had certain expenses not been reduced.
* Amount is less than $.005.
58 | Financial Highlights
DWS Dreman High Return Equity Fund - Class R
YEARS ENDED NOVEMBER 30, 2007 2006 2005 2004 2003a
SELECTED PER SHARE DATA
- ------------------------------------------------------------------------------------------------- -
NET ASSET VALUE, BEGINNING OF PERIOD $ 50.72 $ 44.29 $ 41.22 $ 36.43 $ 33.86
- ---------------------------------------- -------- -------- -------- -------- -------
Income (loss) from investment
operations:
Net investment income b .83 .79 .57 .46 .02
________________________________________ ________ ________ ________ ________ _______
Net realized and unrealized gain
(loss) .00*** 7.17 3.06 4.84 2.55
- ---------------------------------------- -------- -------- -------- -------- -------
TOTAL FROM INVESTMENT OPERATIONS .83 7.96 3.63 5.30 2.57
________________________________________ ________ ________ ________ ________ _______
Less distributions from:
Net investment income ( .89) ( .58) ( .56) ( .51) -
________________________________________ ________ ________ ________ ________ _______
Net realized gains ( .42) ( .95) - - -
________________________________________ ________ ________ ________ ________ _______
TOTAL DISTRIBUTIONS ( 1.31) ( 1.53) ( .56) ( .51) -
________________________________________ ________ ________ ________ ________ _______
Redemption fees .00*** .00*** .00*** - -
- ---------------------------------------- -------- -------- -------- -------- -------
NET ASSET VALUE, END OF PERIOD $ 50.24 $ 50.72 $ 44.29 $ 41.22 $ 36.43
- ---------------------------------------- -------- -------- -------- -------- -------
Total Return (%) 1.60 18.14c 8.87 14.67 7.59**
- ---------------------------------------- -------- -------- -------- -------- -------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------------------------- -------
Net assets, end of period ($ millions) 29 31 11 2 .029
________________________________________ ________ ________ ________ ________ ________
Ratio of expenses before expense
reductions (%) 1.31 1.25 1.36 1.48 1.30*
________________________________________ ________ ________ ________ ________ ________
Ratio of expenses after expense
reductions (%) 1.31 1.24 1.36 1.48 1.30*
________________________________________ ________ ________ ________ ________ ________
Ratio of net investment income (%) 1.60 1.65 1.32 1.20 .38*
________________________________________ ________ ________ ________ ________ ________
Portfolio turnover rate (%) 27 32 9 10 14
- ---------------------------------------- -------- -------- -------- -------- --------
a For the period from October 1, 2003 (commencement of operations of Class R
shares) to November 30, 2003.
b Based on average shares outstanding during the period.
c Total return would have been lower had certain expenses not been reduced.
* Annualized
** Not annualized
*** Amount is less than $.005.
Financial Highlights | 59
DWS Dreman Mid Cap Value Fund - Class A
YEARS ENDED NOVEMBER 30, 2007 2006 2005a
SELECTED PER SHARE DATA
- ------------------------------------------------------------------------------- -
NET ASSET VALUE, BEGINNING OF PERIOD $ 11.96 $ 10.04 $ 10.00
- ------------------------------------------------- -------- -------- --------
Income (loss) from investment operations:
Net investment income (loss)b .10 .09 ( .01)
_________________________________________________ ________ ________ ________
Net realized and unrealized gain (loss) .79 1.84 .05
- ------------------------------------------------- -------- -------- --------
TOTAL FROM INVESTMENT OPERATIONS .89 1.93 .04
_________________________________________________ ________ ________ ________
Less distributions from:
Net investment income ( .09) ( .01) -
_________________________________________________ ________ ________ ________
Net realized gains ( .15) - -
_________________________________________________ ________ ________ ________
TOTAL DISTRIBUTIONS ( .24) ( .01) -
_________________________________________________ ________ ________ ________
Redemption fees .00*** .00*** .00***
- ------------------------------------------------- -------- -------- --------
NET ASSET VALUE, END OF PERIOD $ 12.61 $ 11.96 $ 10.04
- ------------------------------------------------- -------- -------- --------
Total Return (%)c,d 7.54 19.20 .40**
- ------------------------------------------------- -------- -------- --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------- --------
Net assets, end of period ($ millions) 48 21 4
_________________________________________________ ________ ________ ________
Ratio of expenses before expense reductions (%) 1.61 2.55 6.68*
_________________________________________________ ________ ________ ________
Ratio of expenses after expense reductions (%) 1.35 1.25e 2.81*
_________________________________________________ ________ ________ ________
Ratio of net investment income (loss) (%) .79 .86 ( .51)*
_________________________________________________ ________ ________ ________
Portfolio turnover rate (%) 82 34 10
- ------------------------------------------------- -------- -------- --------
a For the period from August 2, 2005 (commencement of operations) to November
30, 2005.
b Based on average shares outstanding during period.
c Total return does not reflect the effect of any sales charges.
d Total return would have been lower had certain expenses not been reduced.
e The ratio of operating expenses includes reimbursement of the Fund's
organizational and offering cost incurred since inception of the Fund. The
ratio without this reimbursement would have been 1.54%.
* Annualized
** Not annualized
*** Amount is less than $.005.
60 | Financial Highlights
DWS Dreman Mid Cap Value Fund - Class B
YEARS ENDED NOVEMBER 30, 2007 2006 2005a
SELECTED PER SHARE DATA
- ------------------------------------------------------------------------------- -
NET ASSET VALUE, BEGINNING OF PERIOD $ 11.87 $ 10.02 $ 10.00
- ------------------------------------------------- -------- -------- --------
Income (loss) from investment operations:
Net investment income (loss)b .01 .02 ( .03)
_________________________________________________ ________ ________ ________
Net realized and unrealized gain (loss) .79 1.83 .05
- ------------------------------------------------- -------- -------- --------
TOTAL FROM INVESTMENT OPERATIONS .80 1.85 .02
_________________________________________________ ________ ________ ________
Less distributions from:
Net realized gains ( .15) - -
_________________________________________________ ________ ________ ________
Redemption fees .00*** .00*** .00***
- ------------------------------------------------- -------- -------- --------
NET ASSET VALUE, END OF PERIOD $ 12.52 $ 11.87 $ 10.02
- ------------------------------------------------- -------- -------- --------
Total Return (%)c,d 6.72 18.46 .20**
- ------------------------------------------------- -------- -------- --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------- --------
Net assets, end of period ($ millions) 4 3 1
_________________________________________________ ________ ________ ________
Ratio of expenses before expense reductions (%) 2.46 3.36 7.41*
_________________________________________________ ________ ________ ________
Ratio of expenses after expense reductions (%) 2.05 1.95e 3.51*
_________________________________________________ ________ ________ ________
Ratio of net investment income (loss) (%) .09 .16 ( 1.21)*
_________________________________________________ ________ ________ ________
Portfolio turnover rate (%) 82 34 10
- ------------------------------------------------- -------- -------- --------
a For the period from August 2, 2005 (commencement of operations) to November
30, 2005.
b Based on average shares outstanding during the period.
c Total return does not reflect the effect of any sales charges.
d Total return would have been lower had certain expenses not been reduced.
e The ratio of operating expenses includes reimbursement of the Fund's
organizational and offering cost incurred since the inception of the Fund.
The ratio without this reimbursement would have been 2.24%.
* Annualized
** Not annualized
*** Amount is less than $.005.
Financial Highlights | 61
DWS Dreman Mid Cap Value Fund - Class C
YEARS ENDED NOVEMBER 30, 2007 2006 2005a
SELECTED PER SHARE DATA
- ------------------------------------------------------------------------------- -
NET ASSET VALUE, BEGINNING OF PERIOD $ 11.86 $ 10.02 $ 10.00
- ------------------------------------------------- -------- -------- --------
Income (loss) from investment operations:
Net investment income (loss)b .01 .02 ( .03)
_________________________________________________ ________ ________ ________
Net realized and unrealized gain (loss) .79 1.82 .05
- ------------------------------------------------- -------- -------- --------
TOTAL FROM INVESTMENT OPERATIONS .80 1.84 .02
_________________________________________________ ________ ________ ________
Less distributions from:
Net realized gains ( .15) - -
_________________________________________________ ________ ________ ________
Redemption fees .00*** .00*** .00***
- ------------------------------------------------- -------- -------- --------
NET ASSET VALUE, END OF PERIOD $ 12.51 $ 11.86 $ 10.02
- ------------------------------------------------- -------- -------- --------
Total Return (%)c,d 6.81 18.36 .20**
- ------------------------------------------------- -------- -------- --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------- --------
Net assets, end of period ($ millions) 20 9 2
_________________________________________________ ________ ________ ________
Ratio of expenses before expense reductions (%) 2.37 3.34 7.46*
_________________________________________________ ________ ________ ________
Ratio of expenses after expense reductions (%) 2.05 1.95e 3.51*
_________________________________________________ ________ ________ ________
Ratio of net investment income (loss) (%) .09 .16 ( 1.21)*
_________________________________________________ ________ ________ ________
Portfolio turnover rate (%) 82 34 10
- ------------------------------------------------- -------- -------- --------
a For the period from August 2, 2005 (commencement of operations) to November
30, 2005.
b Based on average shares outstanding during the period.
c Total return does not reflect the effect of any sales charges.
d Total return would have been lower had certain expenses not been reduced.
e The ratio of operating expenses includes reimbursement of the Fund's
organizational and offering cost incurred since the inception of the Fund.
The ratio without this reimbursement would have been 2.24%.
* Annualized
** Not annualized
*** Amount is less than $.005.
62 | Financial Highlights
DWS Dreman Small Cap Value Fund - Class A
YEARS ENDED NOVEMBER 30, 2007 2006 2005 2004 2003
SELECTED PER SHARE DATA
- ------------------------------------------------------------------------------------------------------------------ --
NET ASSET VALUE, BEGINNING OF PERIOD $ 40.05 $ 35.36 $ 31.98 $ 25.27 $ 18.46
- ------------------------------------------ -------- -------- -------- -------- --------
Income (loss) from investment
operations:
Net investment income (loss)a .16 .13 .17 .09 .17
__________________________________________ ________ ________ ________ ________ ________
Net realized and unrealized gain
(loss) .91 8.09 3.50 6.79 6.73
- ------------------------------------------ -------- -------- -------- -------- --------
TOTAL FROM INVESTMENT OPERATIONS 1.07 8.22 3.67 6.88 6.90
__________________________________________ ________ ________ ________ ________ ________
Less distributions from:
Net investment income - ( .39) - ( .17) ( .09)
__________________________________________ ________ ________ ________ ________ ________
Net realized gains ( 2.11) ( 3.14) ( .29) - -
__________________________________________ ________ ________ ________ ________ ________
TOTAL DISTRIBUTIONS ( 2.11) ( 3.53) ( .29) ( .17) ( .09)
__________________________________________ ________ ________ ________ ________ ________
Redemption fees .00* .00* .00* - -
- ------------------------------------------ -------- -------- -------- -------- --------
NET ASSET VALUE, END OF PERIOD $ 39.01 $ 40.05 $ 35.36 $ 31.98 $ 25.27
- ------------------------------------------ -------- -------- -------- -------- --------
Total Return (%)b 2.79 25.45 11.55 27.37 37.49
- ------------------------------------------ -------- -------- -------- -------- --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------------------------------------------ --
Net assets, end of period ($ millions) 1,405 1,206 703 579 351
__________________________________________ ________ ________ ________ ________ ________
Ratio of expenses (%) 1.20 1.19 1.27 1.29 1.43
__________________________________________ ________ ________ ________ ________ ________
Ratio of net investment income (loss)
(%) .42 .39 .52 .35 .91
__________________________________________ ________ ________ ________ ________ ________
Portfolio turnover rate (%) 60 48 67 64 67
- ------------------------------------------ -------- -------- -------- -------- --------
a Based on average shares outstanding during period.
b Total return does not reflect the effect of any sales charges.
* Amount is less than $.005.
Financial Highlights | 63
DWS Dreman Small Cap Value Fund - Class B
YEARS ENDED NOVEMBER 30, 2007 2006 2005 2004 2003
SELECTED PER SHARE DATA
- ------------------------------------------------------------------------------------------------------------------------ --
NET ASSET VALUE, BEGINNING OF PERIOD $ 37.03 $ 32.84 $ 30.01 $ 23.76 $ 17.41
- ------------------------------------------ ------- ------- ------- ------- -------
Income (loss) from investment
operations:
Net investment income (loss)a ( .10) ( .13) ( .09) ( .12) .03
__________________________________________ _______ _______ _______ _______ _______
Net realized and unrealized gain
(loss) .77 7.46 3.21 6.37 6.32
- ------------------------------------------ ------- ------- ------- ------- -------
TOTAL FROM INVESTMENT OPERATIONS .67 7.33 3.12 6.25 6.35
__________________________________________ _______ _______ _______ _______ _______
Less distributions from:
Net realized gains ( 2.11) ( 3.14) ( .29) - -
__________________________________________ _______ _______ _______ _______ _______
Redemption fees .00* .00* .00* - -
- ------------------------------------------ ------- ------- ------- ------- -------
NET ASSET VALUE, END OF PERIOD $ 35.59 $ 37.03 $ 32.84 $ 30.01 $ 23.76
- ------------------------------------------ ------- ------- ------- ------- -------
Total Return (%)b 1.92 24.39 10.50 26.30 36.47
- ------------------------------------------ ------- ------- ------- ------- -------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------------------------------------------------ --
Net assets, end of period ($ millions) 92 117 109 125 133
__________________________________________ _______ _______ _______ _______ _______
Ratio of expenses (%) 2.02 2.06 2.19 2.16 2.27
__________________________________________ _______ _______ _______ _______ _______
Ratio of net investment income (loss)
(%) ( .40) ( .48) ( .40) ( .52) .07
__________________________________________ _______ _______ _______ _______ _______
Portfolio turnover rate (%) 60 48 67 64 67
- ------------------------------------------ ------- ------- ------- ------- -------
a Based on average shares outstanding during the period.
b Total return does not reflect the effect of any sales charges.
* Amount is less than $.005.
64 | Financial Highlights
DWS Dreman Small Cap Value Fund - Class C
YEARS ENDED NOVEMBER 30, 2007 2006 2005 2004 2003
SELECTED PER SHARE DATA
- ------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD $ 37.51 $ 33.19 $ 30.28 $ 23.94 $ 17.54
- ----------------------------------------- -------- -------- -------- -------- --------
Income (loss) from investment
operations:
Net investment income (loss)a ( .08) ( .09) ( .05) ( .09) .04
_________________________________________ ________ ________ ________ ________ ________
Net realized and unrealized gain
(loss) .79 7.55 3.25 6.43 6.36
- ----------------------------------------- -------- -------- -------- -------- --------
TOTAL FROM INVESTMENT OPERATIONS .71 7.46 3.20 6.34 6.40
_________________________________________ ________ ________ ________ ________ ________
Less distributions from:
Net realized gains ( 2.11) ( 3.14) ( .29) - -
_________________________________________ ________ ________ ________ ________ ________
Redemption fees .00* .00* .00* - -
- ----------------------------------------- -------- -------- -------- -------- --------
NET ASSET VALUE, END OF PERIOD $ 36.11 $ 37.51 $ 33.19 $ 30.28 $ 23.94
- ----------------------------------------- -------- -------- -------- -------- --------
Total Return (%)b 2.00 24.54 10.64 26.48 36.49
- ----------------------------------------- -------- -------- -------- -------- --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ millions) 249 270 152 106 71
_________________________________________ ________ ________ ________ ________ ________
Ratio of expenses (%) 1.95 1.93 2.05 2.04 2.21
_________________________________________ ________ ________ ________ ________ ________
Ratio of net investment income (loss)
(%) ( .33) ( .35) ( .26) ( .40) .13
_________________________________________ ________ ________ ________ ________ ________
Portfolio turnover rate (%) 60 48 67 64 67
- ----------------------------------------- -------- -------- -------- -------- --------
a Based on average shares outstanding during the period.
b Total return does not reflect the effect of any sales charges.
* Amount is less than $.005.
Financial Highlights | 65
HOW TO INVEST IN THE FUNDS
Offered in this prospectus are share classes noted on the cover of the
prospectus. Each class has its own fees and expenses, offering you a choice of
cost structures. Each fund may offer other classes of shares in a separate
prospectus. These shares are intended for investors seeking the advice and
assistance of a financial advisor, who will typically receive compensation for
those services. Class R shares are only available to participants in certain
retirement plans.
THE FOLLOWING PAGES TELL YOU HOW TO INVEST IN A FUND AND WHAT TO EXPECT AS A
SHAREHOLDER. The following pages also tell you about many of the services,
choices and benefits of being a shareholder. You'll also find information on
how to check the status of your account using the method that's most convenient
for you.
If you're investing directly with DWS Scudder, all of this information applies
to you. If you're investing through a "third party provider" - for example, a
workplace retirement plan, financial supermarket or financial advisor - your
provider may have its own policies or instructions and you should follow those.
You can find out more about the topics covered here by speaking with your
FINANCIAL ADVISOR OR A REPRESENTATIVE OF YOUR WORKPLACE RETIREMENT PLAN OR
OTHER INVESTMENT PROVIDER.
Before you invest, take a moment to look over the characteristics of each share
class, so that you can be sure to choose the class that's right for you. YOU
MAY WANT TO ASK YOUR FINANCIAL ADVISOR TO HELP YOU WITH THIS DECISION.
CHOOSING A SHARE CLASS
We describe each share class in detail on the following pages. But first, you
may want to look at the table below, which gives you a brief description and
comparison of the main features of each class.
CLASSES AND FEATURES POINTS TO HELP YOU COMPARE
CLASS A
- Sales charge of up to 5.75% charged - Some investors may be able to reduce
when you buy shares or eliminate their sales charge; see
"Class A shares"
- In most cases, no charge when you
sell shares - Total annual expenses are lower than
those for Class B or Class C
- Up to 0.25% annual shareholder
servicing fee
CLASS B
- No sales charge when you buy shares - The deferred sales charge rate falls to
zero after six years
- Deferred sales charge declining from
4.00%, charged when you sell shares - Shares automatically convert to
you bought within the last six years Class A after six years, which means
lower annual expenses going forward
- 0.75% annual distribution fee and up
to 0.25% annual shareholder servicing
fee
CLASS C
- No sales charge when you buy shares - The deferred sales charge rate for one
year is lower for Class C shares than
- Deferred sales charge of 1.00%,
Class B shares, but your shares never
charged when you sell shares you
convert to Class A, so annual expenses
bought within the last year
remain higher
- 0.75% annual distribution fee and up
to 0.25% annual shareholder servicing
fee
CLASS R
- No sales charge when you buy or sell - Class R is only available to participants
shares in certain retirement plans
- 0.25% annual distribution fee and up
to 0.25% annual shareholder servicing
fee
Your financial advisor will typically be paid a fee when you buy shares and may
receive different levels of compensation depending upon which class of shares
you buy. Each fund may pay financial advisors or other intermediaries
compensation for the services they provide to their clients. This compensation
may vary depending on the class share and fund you buy. Your financial advisor
may also receive compensation from the Advisor and/or its affiliates. Please
see "Financial intermediary support payments" for more information.
Choosing a Share Class | 67
Class A shares
Class A shares may make sense for long-term investors, especially
those who are eligible for a reduced or eliminated sales charge.
Class A shares have a 12b-1 plan, under which a shareholder
servicing fee of up to 0.25% is deducted from class assets each
year. Because the shareholder servicing fee is continuous in nature,
it may, over time, increase the cost of your investment and may cost
you more than paying other types of sales charges.
Class A shares have an up-front sales charge that varies with the
amount you invest:
FRONT-END SALES FRONT-END SALES
CHARGE AS % CHARGE AS % OF YOUR
YOUR INVESTMENT OF OFFERING PRICE 1,2 NET INVESTMENT 2
Up to $50,000 5.75% 6.10%
$ 50,000-$99,999 4.50 4.71
$ 100,000-$249,999 3.50 3.63
$ 250,000-$499,999 2.60 2.67
$ 500,000-$999,999 2.00 2.04
$1 million or more see below see below
1 The offering price includes the sales charge.
2 Because of rounding in the calculation of the offering price,
the actual front-end sales charge paid by an investor may be
higher or lower than the percentages noted.
YOU MAY BE ABLE TO LOWER YOUR CLASS A SALES CHARGE IF:
- you plan to invest at least $50,000 in Class A shares (including
Class A shares in other retail DWS funds) over the next 24 months
("Letter of Intent")
- the amount of Class A shares you already own (including Class A
shares in other retail DWS funds) plus the amount you're
investing now in Class A shares is at least $50,000 ("Cumulative
Discount")
- you are investing a total of $50,000 or more in Class A shares of
several retail DWS funds on the same day ("Combined Purchases")
68 | Choosing a Share Class
The point of these three features is to let you count investments
made at other times or in certain other funds for purposes of
calculating your present sales charge. Any time you can use the
privileges to "move" your investment into a lower sales charge
category, it's generally beneficial for you to do so.
For purposes of determining whether you are eligible for a reduced
Class A sales charge, you and your immediate family (your spouse or
life partner and your children or stepchildren age 21 or younger)
may aggregate your investments in the DWS family of funds. This
includes, for example, investments held in a retirement account, an
employee benefit plan or at a financial advisor other than the one
handling your current purchase. These combined investments will be
valued at their current offering price to determine whether your
current investment qualifies for a reduced sales charge.
To receive a reduction in your Class A initial sales charge, you
must let your financial advisor or Shareholder Services know at the
time you purchase shares that you qualify for such a reduction. You
may be asked by your financial advisor or Shareholder Services to
provide account statements or other information regarding related
accounts of you or your immediate family in order to verify your
eligibility for a reduced sales charge.
For more information about sales charge discounts, please visit
www.dws-scudder.com (click on the link entitled "Fund Sales Charge
and Breakpoint Schedule"), consult with your financial advisor or
refer to the section entitled "Purchase or Redemption of Shares" in
each fund's Statement of Additional Information.
IN CERTAIN CIRCUMSTANCES, YOU MAY BE ABLE TO BUY CLASS A SHARES
WITHOUT A SALES CHARGE. For example, the sales charge will be waived
if you are reinvesting dividends or distributions or if you are
exchanging an investment in Class A shares of another fund in the
DWS family of funds for an investment in Class A shares of a fund.
In addition, a sales charge waiver may apply to transactions by
certain retirement plans and certain other entities or persons
(e.g., affiliated persons of Deutsche Asset Management or the DWS
funds) and with respect to certain types of investments (e.g., an
investment advisory or agency commission program under which you pay
a fee to an investment advisor or other firm for portfolio
management or brokerage services).
Choosing a Share Class | 69
Details regarding the types of investment programs and categories of
investors eligible for a sales charge waiver are provided in each
fund's Statement of Additional Information.
There are a number of additional provisions that apply in order to
be eligible for a sales charge waiver. Each fund may waive the sales
charge for investors in other situations as well. Your financial
advisor or Shareholder Services can answer your questions and help
you determine if you are eligible.
IF YOU'RE INVESTING $1 MILLION OR MORE, either as a lump sum or
through one of the sales charge reduction features described above,
you may be eligible to buy Class A shares without a sales charge
("Large Order NAV Purchase Privilege"). However, you may be charged
a contingent deferred sales charge (CDSC) of 1.00% on any shares you
sell within 12 months of owning them and a similar charge of 0.50%
on shares you sell within the following six months. This CDSC is
waived under certain circumstances (see "Policies You Should Know
About"). Your financial advisor or Shareholder Services can answer
your questions and help you determine if you're eligible.
Class B shares
Class B shares may make sense for long-term investors who prefer to
see all of their investment go to work right away and can accept
somewhat higher annual expenses. Please note, however, that since
not all DWS funds offer Class B shares, exchange options may be
limited.
With Class B shares, you pay no up-front sales charge to a fund.
Class B shares have a 12b-1 plan, under which a distribution fee of
0.75% and a shareholder servicing fee of up to 0.25% are deducted
from class assets each year. This means the annual expenses for
Class B shares are somewhat higher (and their performance
correspondingly lower) compared to Class A shares. However, unlike
Class A shares, your entire investment goes to work immediately.
After six years, Class B shares automatically convert on a tax-free
basis to Class A shares, which has the net effect of lowering the
annual expenses from the seventh year on.
70 | Choosing a Share Class
Class B shares have a CDSC. This charge declines over the years you
own shares and disappears completely after six years of ownership.
But for any shares you sell within those six years, you may be
charged as follows:
YEAR AFTER YOU BOUGHT SHARES CDSC ON SHARES YOU SELL
First year 4.00%
Second or third year 3.00
Fourth or fifth year 2.00
Sixth year 1.00
Seventh year and later None (automatic conversion to Class A)
This CDSC is waived under certain circumstances (see "Policies You
Should Know About"). Your financial advisor or Shareholder Services
can answer your questions and help you determine if you're eligible.
While Class B shares don't have any front-end sales charge, their
higher annual expenses mean that over the years you could end up
paying more than the equivalent of the maximum allowable front-end
sales charge.
If you are thinking of making a large purchase in Class B shares or
if you already own a large amount of Class A shares of a fund or
other DWS funds, it may be more cost efficient to purchase Class A
shares instead. Orders to purchase Class B shares of $100,000 or
more will be declined with the exception of orders received from
financial representatives acting for clients whose shares are held
in an omnibus account and certain employer-sponsored employee
benefit plans.
Choosing a Share Class | 71
Class C shares
Class C shares may appeal to investors who plan to sell some or all
of their shares within six years of buying them or who aren't
certain of their investment time horizon.
With Class C shares, you pay no up-front sales charge to a fund.
Class C shares have a 12b-1 plan, under which a distribution fee of
0.75% and a shareholder servicing fee of up to 0.25% are deducted
from class assets each year. Because of these fees, the annual
expenses for Class C shares are similar to those of Class B shares,
but higher than those for Class A shares (and the performance of
Class C shares is correspondingly lower than that of Class A
shares).
Unlike Class B shares, Class C shares do NOT automatically convert
to Class A shares after six years, so they continue to have higher
annual expenses.
Class C shares have a CDSC, but only on shares you sell within one
year of buying them:
YEAR AFTER YOU BOUGHT SHARES CDSC ON SHARES YOU SELL
First year 1.00%
Second year and later None
This CDSC is waived under certain circumstances (see "Policies You
Should Know About"). Your financial advisor or Shareholder Services
can answer your questions and help you determine if you're eligible.
While Class C shares do not have an up-front sales charge, their
higher annual expenses mean that, over the years, you could end up
paying more than the equivalent of the maximum allowable up-front
sales charge.
Orders to purchase Class C shares of $500,000 or more will be
declined with the exception of orders received from financial
representatives acting for clients whose shares are held in an
omnibus account and certain employer-sponsored employee benefit
plans.
72 | Choosing a Share Class
Class R shares
Class R shares have no initial sales charge or deferred sales
charge. Class R shares have a 12b-1 plan, under which a distribution
fee of 0.25% and a shareholder servicing fee of up to 0.25% are
deducted from class assets each year. Because distribution fees are
continuous in nature, these fees may, over time, increase the cost
of your investment and may cost you more than paying other types of
sales charges.
Eligibility requirements
YOU MAY BUY CLASS R SHARES if you are a participant in any of the
following types of employer-sponsored plans that offer
Class R shares of the fund:
- All section 401(a) and 457 plans
- Certain section 403(b)(7) plans
- 401(k), profit sharing, money purchase pension and defined
benefit plans
- Non-qualified deferred compensation plans
Choosing a Share Class | 73
How to BUY Class A, B and C Shares
FIRST INVESTMENT ADDITIONAL INVESTMENTS
$1,000 or more for most accounts $50 or more for regular accounts and
$500 or more for IRAs IRAs
$500 or more for an account with an $50 or more for an account with an
Automatic Investment Plan Automatic Investment Plan
THROUGH A FINANCIAL ADVISOR
- To obtain an application, contact your - Contact your advisor using the
advisor method that's most convenient for you
BY MAIL OR EXPRESS MAIL (SEE BELOW)
- Fill out and sign an application - Send a check made payable to "DWS
Scudder" and an investment slip to us
- Send it to us at the appropriate
address, along with an investment - If you don't have an investment slip,
check made payable to "DWS simply include a letter with your
Scudder" name, account number, the full name
of the fund and the share class and
your investment instructions
BY WIRE
- Call (800) 621-1048 for instructions - Call (800) 621-1048 for instructions
BY PHONE
Not available - Call (800) 621-1048 for instructions
WITH AN AUTOMATIC INVESTMENT PLAN
- Fill in the information on our - To set up regular investments from a
application including a check for the bank checking account call (800) 621-
initial investment and a voided check 1048 ($50 minimum)
USING QuickBuy
Not available - Call (800) 621-1048 to make sure
QuickBuy is set up on your account; if
it is, you can request a transfer from
your bank account of any amount
between $50 and $250,000
ON THE INTERNET
Not available - Call (800) 621-1048 to ensure you have
electronic services
- Register at www.dws-scudder.com or
log in if already registered
- Follow the instructions for buying
shares with money from your bank
account
- --------------------------------------------------------------------------------
REGULAR MAIL:
First Investment: DWS Scudder, PO Box 219356, Kansas City, MO 64121-9356
Additional Investments: DWS Scudder, PO Box 219154, Kansas City, MO 64121-9154
EXPRESS, REGISTERED OR CERTIFIED MAIL:
DWS Scudder, 210 West 10th Street, Kansas City, MO 64105-1614
74 | How to Buy Class A, B and C Shares
How to EXCHANGE or SELL Class A, B and C Shares
EXCHANGING INTO ANOTHER FUND SELLING SHARES
Some transactions, including most for
- Exchanges into existing accounts:
over $100,000, can only be ordered in
$50 minimum per fund
writing with a signature guarantee;
- Exchanges into new accounts:
please see "Signature Guarantee"
$1,000 minimum per fund for most
accounts
$500 minimum for IRAs
THROUGH A FINANCIAL ADVISOR
- Contact your advisor using the - Contact your advisor by the method
method that's most convenient for you that's most convenient for you
BY PHONE BY PHONE OR WIRE
- Call (800) 621-1048 for instructions - Call (800) 621-1048 for instructions
BY MAIL OR EXPRESS MAIL
(see previous page for address)
Write a letter that includes: Write a letter that includes:
- the fund, class and account number - the fund, class and account number
you're exchanging out of from which you want to sell shares
- the dollar amount or number of shares - the dollar amount or number of shares
you want to exchange you want to sell
- the name and class of the fund you - your name(s), signature(s) and
want to exchange into address, as they appear on your
account
- your name(s), signature(s) and
address, as they appear on your - a daytime telephone number
account
- a daytime telephone number
WITH AN AUTOMATIC EXCHANGE PLAN WITH AN AUTOMATIC WITHDRAWAL PLAN
- To set up regular exchanges from a - Call (800) 621-1048 (minimum $50)
fund account, call (800) 621-1048
USING QuickSell
Not available - Call (800) 621-1048 to make sure
QuickSell is set up on your account; if
it is, you can request a transfer to your
bank account of any amount between
$50 and $250,000
ON THE INTERNET
- Register at www.dws-scudder.com or - Register at www.dws-scudder.com or
log in if already registered log in if already registered
- Follow the instructions for making on- - Follow the instructions for making on-
line exchanges line redemptions
- --------------------------------------------------------------------------------
TO REACH US: WEB SITE: www.dws-scudder.com
TELEPHONE REPRESENTATIVE: (800) 621-1048, M-F, 9 a.m. - 6 p.m. ET
TDD LINE: (800) 972-3006, M-F, 9 a.m. - 6 p.m. ET
How to Exchange or Sell Class A, B and C Shares | 75
How to BUY and SELL Class R Shares
If your plan sponsor has selected Class R shares as an investment
option, you may buy Class R shares through your securities dealer or
through any financial institution that is authorized to act as a
shareholder servicing agent ("shareholder servicing agent"). Contact
them for details on how to enter and pay for your order. Shareholder
servicing agents include brokers, financial representatives or any
other bank, dealer or other institution that has a sub-shareholder
servicing agreement with the funds. Shareholder servicing agents may
charge additional fees to investors for those services not otherwise
included in their sub-distribution or servicing agreement, such as
cash management or special trust or retirement investment reporting.
In addition, the Advisor or administrator may provide compensation
to shareholder servicing agents for distribution, administrative and
promotional services.
There are no minimum investments with respect to Class R shares.
Instructions for buying and selling shares must generally be
submitted by your employer-sponsored plan, not by plan participants
for whose benefit the shares are held. Please contact your
shareholder servicing agent for more information on how to open a
fund account.
Financial intermediary support payments
The Advisor, DWS Scudder Distributors, Inc. (the "Distributor")
and/or their affiliates may pay additional compensation, out of
their own assets and not as an additional charge to each fund, to
selected affiliated and unaffiliated brokers, dealers, participating
insurance companies or other financial intermediaries ("financial
advisors") in connection with the sale and/or distribution of fund
shares or the retention and/or servicing of fund investors and fund
shares ("revenue sharing"). Such revenue sharing payments are in
addition to any distribution or service fees payable under any Rule
12b-1 or service plan of each fund, any record keeping/sub-transfer
agency/networking fees payable by each fund (generally through the
Distributor or an affiliate) and/or the Distributor to certain
financial advisors for performing such services and any sales
charge, commissions, non-cash compensation arrangements expressly
permitted under applicable rules of the Financial Industry
Regulatory Authority or other concessions described in the fee table
or elsewhere in
76 | How to Buy and Sell Class R Shares
this prospectus or the Statement of Additional Information as
payable to all financial advisors. For example, the Advisor, the
Distributor and/or their affiliates may compensate financial
advisors for providing a fund with "shelf space" or access to a
third party platform or fund offering list or other marketing
programs, including, without limitation, inclusion of the fund on
preferred or recommended sales lists, mutual fund "supermarket"
platforms and other formal sales programs; granting the Distributor
access to the financial advisor's sales force; granting the
Distributor access to the financial advisor's conferences and
meetings; assistance in training and educating the financial
advisor's personnel; and obtaining other forms of marketing support.
The level of revenue sharing payments made to financial advisors may
be a fixed fee or based upon one or more of the following factors:
gross sales, current assets and/or number of accounts of each fund
attributable to the financial advisor, the particular fund or fund
type or other measures as agreed to by the Advisor, the Distributor
and/or their affiliates and the financial advisors or any
combination thereof. The amount of these revenue sharing payments is
determined at the discretion of the Advisor, the Distributor and/or
their affiliates from time to time, may be substantial, and may be
different for different financial advisors based on, for example,
the nature of the services provided by the financial advisor.
The Advisor, the Distributor and/or their affiliates currently make
revenue sharing payments from their own assets in connection with
the sale and/or distribution of DWS Fund shares or the retention
and/or servicing of investors and DWS Fund shares to financial
advisors in amounts that generally range from .01% up to .50% of
assets of each fund serviced and maintained by the financial
advisor, .10% to .25% of sales of each fund attributable to the
financial advisor, a flat fee of $12,500 up to $500,000, or any
combination thereof. These amounts are subject to change at the
discretion of the Advisor, the Distributor and/or their affiliates.
Receipt of, or the prospect of receiving, this additional
compensation may influence your financial advisor's recommendation
of each fund or of any particular share class of each fund. You
should review your financial advisor's compensation disclosure
and/or talk to your financial advisor to obtain more information on
how this compensation may have influenced your financial advisor's
recommendation of each fund. Additional information regarding these
revenue sharing
How to Buy and Sell Class R Shares | 77
payments is included in each fund's Statement of Additional
Information, which is available to you on request at no charge (see
the back cover of this prospectus for more information on how to
request a copy of the Statement of Additional Information).
The Advisor, the Distributor and/or their affiliates may also make
such revenue sharing payments to financial advisors under the terms
discussed above in connection with the distribution of both DWS
funds and non-DWS funds by financial advisors to retirement plans
that obtain record keeping services from ADP, Inc. on the DWS
Scudder branded retirement plan platform (the "Platform") with the
level of revenue sharing payments being based upon sales of both the
DWS funds and the non-DWS funds by the financial advisor on the
Platform or current assets of both the DWS funds and the non-DWS
funds serviced and maintained by the financial advisor on the
Platform.
It is likely that broker-dealers that execute portfolio transactions
for each fund will include firms that also sell shares of the DWS
funds to their customers. However, the Advisor will not consider
sales of DWS fund shares as a factor in the selection of
broker-dealers to execute portfolio transactions for the DWS funds.
Accordingly, the Advisor has implemented policies and procedures
reasonably designed to prevent its traders from considering sales of
DWS fund shares as a factor in the selection of broker-dealers to
execute portfolio transactions for each fund. In addition, the
Advisor, the Distributor and/or their affiliates will not use fund
brokerage to pay for their obligation to provide additional
compensation to financial advisors as described above.
POLICIES YOU SHOULD KNOW ABOUT
Along with the information on the previous pages, the policies below
may affect you as a shareholder. Some of this information, such as
the section on distributions and taxes, applies to all investors,
including those investing through a financial advisor.
78 | Policies You Should Know About
If you are investing through a financial advisor or through a
retirement plan, check the materials you received from them about
how to buy and sell shares because particular financial advisors or
other intermediaries may adopt policies, procedures or limitations
that are separate from those described by a fund. Please note that a
financial advisor may charge fees separate from those charged by a
fund and may be compensated by a fund.
Keep in mind that the information in this prospectus applies only to
the shares offered herein. Other share classes are described in
separate prospectuses and have different fees, requirements and
services.
In order to reduce the amount of mail you receive and to help reduce
expenses, we generally send a single copy of any shareholder report
and prospectus to each household. If you do not want the mailing of
these documents to be combined with those for other members of your
household, please contact your financial advisor or call (800)
621-1048.
DWS DREMAN SMALL CAP VALUE FUND. Effective December 29, 2006, DWS
Dreman Small Cap Value Fund was closed to new investors except as
described below. Unless you fit into one of the investor eligibility
categories described below, you may not invest in the fund.
You may purchase fund shares through your existing fund account and
reinvest dividends and capital gains if, as of 4:00 p.m. Eastern
time December 29, 2006, you were:
- a current fund shareholder; or
- a participant in any group retirement, employee stock bonus,
pension or profit sharing plan that offers the fund as an
investment option.
New accounts may be opened for:
- transfers of shares from existing accounts in this fund
(including IRA rollovers);
- Officers, Trustees and Directors of the DWS Funds, and full-time
employees and their family members of DIMA and its affiliates;
Policies You Should Know About | 79
- any group retirement, employee stock bonus, pension or profit
sharing plan using the Flex subaccount recordkeeping system made
available through ADP Inc. under an alliance with DWS Scudder
Distributors, Inc. ("DWS-SDI") ("Flex Plans");
- any group retirement, employee stock bonus, pension or profit
sharing plan, other than a Flex Plan, that includes the fund as
an investment option as of December 29, 2006;
- purchases through any comprehensive or "wrap" fee program or
other fee based program; or
- accounts managed by DIMA, any advisory products offered by DIMA
or DWS-SDI and the portfolios of DWS Allocation Series or other
fund of funds managed by DIMA or its affiliates.
Except as otherwise noted, these restrictions apply to investments
made directly with DWS-SDI, the fund's principal underwriter or
through an intermediary relationship with a financial services firm
established with respect to the DWS Funds as of December 29, 2006.
Institutions that maintain omnibus account arrangements are not
allowed to open new sub-accounts for new investors, unless the
investor is one of the types listed above. Once an account is
closed, new investments will not be accepted unless you satisfy one
of the investor eligibility categories listed above.
Exchanges will not be permitted unless the exchange is being made
into an existing fund account.
DWS-SDI may, at its discretion, require appropriate documentation
that shows an investor is eligible to purchase fund shares.
The fund may resume sales of shares to additional investors at a
future date, but has no present intention to do so.
IRA ROLLOVERS. You may complete a direct rollover from an
employer-sponsored plan offering Class R shares to an IRA account by
reinvesting up to the full amount of your distribution in Class A
shares of any DWS fund at net asset value. Subsequent purchases of
Class A shares will be made at the public offering price as
described in the prospectus for Class A shares. Please note that if
you terminate your participation in an employer-sponsored plan and
transfer all of your Class R shares, you will lose the privilege of
purchasing Class R shares in the future. Rollovers to a DWS Class R
share IRA are not permitted.
80 | Policies You Should Know About
Policies about transactions
EACH FUND IS OPEN FOR BUSINESS each day the New York Stock Exchange
is open. Each fund calculates its share price for each class every
business day, as of the close of regular trading on the New York
Stock Exchange (typically 4:00 p.m. Eastern time, but sometimes
earlier, as in the case of scheduled half-day trading or unscheduled
suspensions of trading). You can place an order to buy or sell
shares at any time.
To help the government fight the funding of terrorism and money
laundering activities, federal law requires all financial
institutions to obtain, verify and record information that
identifies each person who opens an account. What this means to you:
When you open an account, we will ask for your name, address, date
of birth and other information that will allow us to identify you.
Some or all of this information will be used to verify the identity
of all persons opening an account.
We might request additional information about you (which may include
certain documents, such as articles of incorporation for companies)
to help us verify your identity and, in some cases, the information
and/or documents may be required to conduct the verification. The
information and documents will be used solely to verify your
identity.
We will attempt to collect any missing required and requested
information by contacting you or your financial advisor. If we are
unable to obtain this information within the time frames established
by each fund, then we may reject your application and order.
Each fund will not invest your purchase until all required and
requested identification information has been provided and your
application has been submitted in "good order." After we receive all
the information, your application is deemed to be in good order and
we accept your purchase, you will receive the net asset value per
share next calculated, less any applicable sales charge.
If we are unable to verify your identity within time frames
established by each fund, after a reasonable effort to do so, you
will receive written notification.
With certain limited exceptions, only US residents may invest in
each fund.
Policies You Should Know About | 81
Because orders placed through a financial advisor must be forwarded
to the transfer agent before they can be processed, you'll need to
allow extra time. Your financial advisor should be able to tell you
approximately when your order will be processed. It is the
responsibility of your financial advisor to forward your order to
the transfer agent in a timely manner.
INITIAL PURCHASE. The minimum initial investment for Class A, B and
C shares is $1,000, except for investments on behalf of participants
in certain fee-based and wrap programs offered through certain
financial intermediaries approved by the Advisor, for which there is
no minimum initial investment; and IRAs, for which the minimum
initial investment is $500 per account. The minimum initial
investment is $500 per account if you establish an automatic
investment plan. Group retirement plans and certain other accounts
have similar or lower minimum share balance requirements.
SUB-MINIMUM BALANCES. Each fund may close your account and send you
the proceeds if your balance falls below $1,000 ($250 for retirement
accounts and $500 for accounts with an Automatic Investment Plan
funded with $50 or more per month in subsequent investments). We
will give you 60 days' notice (90 days for retirement accounts) so
you can either increase your balance or close your account (these
policies don't apply to investors with $100,000 or more in DWS fund
shares, investors in certain fee-based and wrap programs offered
through certain financial intermediaries approved by the Advisor,
group retirement plans and certain other accounts having lower
minimum share balance requirements or Class R shares).
SUBSEQUENT INVESTMENTS. The minimum subsequent investment is $50.
However, there is no minimum investment requirement for subsequent
investments in Class A shares on behalf of participants in certain
fee-based and wrap programs offered through certain financial
intermediaries approved by the Advisor.
MARKET TIMING POLICIES AND PROCEDURES. Short-term and excessive
trading of fund shares may present risks to long-term shareholders,
including potential dilution in the value of fund shares,
interference with the efficient management of a fund's portfolio
(including losses on the sale of investments), taxable gains to
remaining shareholders and increased brokerage and administrative
costs. These risks may be more pronounced if a fund invests in
certain securities, such as those that trade in foreign markets, are
illiquid or do not otherwise have "readily
82 | Policies You Should Know About
available market quotations." Certain investors may seek to employ
short-term trading strategies aimed at exploiting variations in
portfolio valuation that arise from the nature of the securities
held by a fund (e.g., "time zone arbitrage"). Each fund discourages
short-term and excessive trading and has adopted policies and
procedures that are intended to detect and deter short-term and
excessive trading.
Pursuant to its policies, each fund will impose a 2% redemption fee
on fund shares held for less than a specified holding period
(subject to certain exceptions discussed below under "Redemption
fees"). Each fund also reserves the right to reject or cancel a
purchase or exchange order for any reason without prior notice. For
example, a fund may in its discretion reject or cancel a purchase or
an exchange order even if the transaction is not subject to the
specific roundtrip transaction limitation described below if the
Advisor believes that there appears to be a pattern of short-term or
excessive trading activity by a shareholder or deems any other
trading activity harmful or disruptive to a fund. Each fund, through
its Advisor and transfer agent, will measure short-term and
excessive trading by the number of roundtrip transactions within a
shareholder's account during a rolling 12-month period. A
"roundtrip" transaction is defined as any combination of purchase
and redemption activity (including exchanges) of the same fund's
shares. Each fund may take other trading activity into account if a
fund believes such activity is of an amount or frequency that may be
harmful to long-term shareholders or disruptive to portfolio
management.
Shareholders are limited to four roundtrip transactions in the same
DWS Fund (excluding money market funds) over a rolling 12-month
period. Shareholders with four or more roundtrip transactions in the
same DWS Fund within a rolling 12-month period generally will be
blocked from making additional purchases of, or exchanges into, that
DWS Fund. Each fund has sole discretion whether to remove a block
from a shareholder's account. The rights of a shareholder to redeem
shares of a DWS Fund are not affected by the four roundtrip
transaction limitation, but all redemptions remain subject to each
fund's redemption fee policy (see "Redemption fees" described
below).
Policies You Should Know About | 83
Each fund may make exceptions to the roundtrip transaction policy
for certain types of transactions if, in the opinion of the Advisor,
the transactions do not represent short-term or excessive trading or
are not abusive or harmful to a fund, such as, but not limited to,
systematic transactions, required minimum retirement distributions,
transactions initiated by a fund or administrator and transactions
by certain qualified fund-of-fund(s).
In certain circumstances where shareholders hold shares of a fund
through a financial intermediary, the fund may rely upon the
financial intermediary's policy to deter short-term or excessive
trading if the Advisor believes that the financial intermediary's
policy is reasonably designed to detect and deter transactions that
are not in the best interests of a fund. A financial intermediary's
policy relating to short-term or excessive trading may be more or
less restrictive than the DWS Funds' policy, may permit certain
transactions not permitted by the DWS Funds' policies, or prohibit
transactions not subject to the DWS Funds' policies.
The Advisor may also accept undertakings from a financial
intermediary to enforce short-term or excessive trading policies on
behalf of a fund that provide a substantially similar level of
protection for each fund against such transactions. For example,
certain financial intermediaries may have contractual, legal or
operational restrictions that prevent them from blocking an account.
In such instances, the financial intermediary may use alternate
techniques that the Advisor considers to be a reasonable substitute
for such a block.
In addition, if a fund invests some portion of its assets in foreign
securities, it has adopted certain fair valuation practices intended
to protect the fund from "time zone arbitrage" with respect to its
foreign securities holdings and other trading practices that seek to
exploit variations in portfolio valuation that arise from the nature
of the securities held by a fund. (See "How each fund calculates
share price.")
There is no assurance that these policies and procedures will be
effective in limiting short-term and excessive trading in all cases.
For example, the Advisor may not be able to effectively monitor,
detect or limit short-term or excessive trading by underlying
shareholders that occurs through omnibus accounts maintained by
broker-dealers or other financial intermediaries. The Advisor
84 | Policies You Should Know About
reviews trading activity at the omnibus level to detect short-term
or excessive trading. If the Advisor has reason to suspect that
short-term or excessive trading is occurring at the omnibus level,
the Advisor will contact the financial intermediary to request
underlying shareholder level activity. Depending on the amount of
fund shares held in such omnibus accounts (which may represent most
of a fund's shares) short-term and/or excessive trading of fund
shares could adversely affect long-term shareholders in a fund. If
short-term or excessive trading is identified, the Advisor will take
appropriate action.
Each fund's market timing policies and procedures may be modified or
terminated at any time.
REDEMPTION FEES. Each fund imposes a redemption fee of 2% of the
total redemption amount (calculated at net asset value, without
regard to the effect of any contingent deferred sales charge; any
contingent deferred sales charge is also assessed on the total
redemption amount without regard to the assessment of the 2%
redemption fee) on all fund shares redeemed or exchanged within 15
days of buying them (either by purchase or exchange). The redemption
fee is paid directly to each fund and is designed to encourage
long-term investment and to offset transaction and other costs
associated with short-term or excessive trading. For purposes of
determining whether the redemption fee applies, shares held the
longest time will be treated as being redeemed first and shares held
the shortest time will be treated as being redeemed last.
The redemption fee is applicable to fund shares purchased either
directly or through a financial intermediary, such as a
broker-dealer. Transactions through financial intermediaries
typically are placed with a fund on an omnibus basis and include
both purchase and sale transactions placed on behalf of multiple
investors. These purchase and sale transactions are generally netted
against one another and placed on an aggregate basis; consequently
the identities of the individuals on whose behalf the transactions
are placed generally are not known to a fund. For this reason, each
fund has undertaken to notify financial intermediaries of their
obligation to assess the redemption fee on customer accounts and to
collect and remit the proceeds to each fund. However, due to
operational requirements, the intermediaries' methods for tracking
and calculating the fee may be inadequate or differ in some respects
from each fund's. Subject to approval by the Advisor or each fund's
Board, intermediaries
Policies You Should Know About | 85
who transact business on an omnibus basis may implement the
redemption fees according to their own operational guidelines (which
may be different than the funds' policies) and remit the fees to the
funds.
The redemption fee will not be charged in connection with the
following exchange or redemption transactions: (i) transactions on
behalf of participants in certain research wrap programs; (ii)
transactions on behalf of a shareholder to return any excess IRA
contributions to the shareholder; (iii) transactions on behalf of a
shareholder to effect a required minimum distribution on an IRA;
(iv) transactions on behalf of any mutual fund advised by the
Advisor and its affiliates (e.g., "funds of funds") or, in the case
of a master/feeder relationship, redemptions by the feeder fund from
the master portfolio; (v) transactions on behalf of certain
unaffiliated mutual funds operating as funds of funds; (vi)
transactions following death or disability of any registered
shareholder, beneficial owner or grantor of a living trust with
respect to shares purchased before death or disability; (vii)
transactions involving hardship of any registered shareholder;
(viii) systematic transactions with pre-defined trade dates for
purchases, exchanges or redemptions, such as automatic account
rebalancing, or loan origination and repayments; (ix) transactions
involving shares purchased through the reinvestment of dividends or
other distributions; (x) transactions involving shares transferred
from another account in the same fund or converted from another
class of the same fund (the redemption fee period will carry over to
the acquired shares); (xi) transactions initiated by a fund or
administrator (e.g., redemptions for not meeting account minimums,
to pay account fees funded by share redemptions, or in the event of
the liquidation or merger of the fund); or (xii) transactions in
cases when there are legal or contractual limitations or
restrictions on the imposition of the redemption fee (as determined
by a fund or its agents in their sole discretion). It is the policy
of the DWS funds to permit approved fund platform providers to
execute transactions within the funds without the imposition of a
redemption fee if such providers have implemented alternative
measures that are determined by the Advisor to provide controls on
short-term and excessive trading that are comparable to the DWS
funds' policies.
86 | Policies You Should Know About
THE AUTOMATED INFORMATION LINE IS AVAILABLE 24 HOURS A DAY BY
CALLING (800) 621-1048. You can use our automated phone services to
get information on DWS funds generally and on accounts held directly
at DWS Scudder. You can also use this service to make exchanges and
to purchase and sell shares.
QUICKBUY AND QUICKSELL let you set up a link between a DWS fund
account and a bank account. Once this link is in place, you can move
money between the two with a phone call. You'll need to make sure
your bank has Automated Clearing House (ACH) services. Transactions
take two to three days to be completed and there is a $50 minimum
and a $250,000 maximum. To set up QuickBuy or QuickSell on a new
account, see the account application; to add it to an existing
account, call (800) 621-1048.
TELEPHONE AND ELECTRONIC TRANSACTIONS. Generally, you are
automatically entitled to telephone and electronic transaction
privileges, but you may elect not to have them when you open your
account or by contacting Shareholder Services at (800) 621-1048 at a
later date.
Since many transactions may be initiated by telephone or
electronically, it's important to understand that as long as we take
reasonable steps to ensure that an order to purchase or redeem
shares is genuine, such as recording calls or requesting
personalized security codes or other information, we are not
responsible for any losses that may occur as a result. For
transactions conducted over the Internet, we recommend the use of a
secure Internet browser. In addition, you should verify the accuracy
of your confirmation statements immediately after you receive them.
EACH FUND DOES NOT ISSUE SHARE CERTIFICATES. However, if you
currently have shares in certificated form, you must include the
share certificates properly endorsed or accompanied by a duly
executed stock power when exchanging or redeeming shares. You may
not exchange or redeem shares in certificate form by telephone or
via the Internet.
WHEN YOU ASK US TO SEND OR RECEIVE A WIRE, please note that while we
don't charge a fee to send or receive wires, it's possible that your
bank may do so. Wire transactions are generally completed within 24
hours. Each fund can only send wires of $1,000 or more and accept
wires of $50 or more.
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS
The DWS Scudder Web site can be a valuable resource for shareholders with
Internet access. Go to WWW.DWS-SCUDDER.COM to get up-to-date information, review
balances or even place orders for exchanges.
Policies You Should Know About | 87
EACH FUND ACCEPTS PAYMENT FOR SHARES ONLY IN US DOLLARS by check,
bank or Federal Funds wire transfer or by electronic bank transfer.
Please note that a fund does not accept cash, money orders,
traveler's checks, starter checks, third party checks (except checks
for retirement plan asset transfers and rollovers or for Uniform
Gifts to Minors Act/Uniform Transfers to Minors Act accounts),
checks drawn on foreign banks or checks issued by credit card
companies or Internet-based companies. Thus, subject to the
foregoing exceptions for certain third party checks, checks that are
otherwise permissible must be drawn by the account holder on a
domestic bank and must be payable to a fund.
SIGNATURE GUARANTEE. When you want to sell more than $100,000 worth
of shares or send proceeds to a third party or to a new address,
you'll usually need to place your order in writing and include a
signature guarantee. However, if you want money wired to a bank
account that is already on file with us, you don't need a signature
guarantee. Also, generally you don't need a signature guarantee for
an exchange, although we may require one in certain other
circumstances.
A signature guarantee is simply a certification of your signature -
a valuable safeguard against fraud. You can get a signature
guarantee from an eligible guarantor institution, including
commercial banks, savings and loans, trust companies, credit unions,
member firms of a national stock exchange or any member or
participant of an approved signature guarantor program. Note that
you can't get a signature guarantee from a notary public and we must
be provided the original guarantee.
SELLING SHARES OF TRUST ACCOUNTS AND BUSINESS OR ORGANIZATION
ACCOUNTS may require additional documentation. Please call (800)
621-1048 or contact your financial advisor for more information.
WHEN YOU SELL SHARES THAT HAVE A CDSC, we calculate the CDSC as a
percentage of what you paid for the shares or what you are selling
them for - whichever results in the lower charge to you. In
processing orders to sell shares, the shares with the lowest CDSC
are sold first. Exchanges from one fund into another don't affect
CDSCs; for each investment you make, the date you first bought
shares is the date we use to calculate a CDSC on that particular
investment.
There are certain cases in which you may be exempt from a CDSC.
These include:
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS
If you ever have difficulty placing an order by phone or Internet, you can send
us your order in writing.
88 | Policies You Should Know About
- the death or disability of an account owner (including a joint
owner). This waiver applies only under certain conditions. Please
contact your financial advisor or Shareholder Services to determine
if the conditions exist
- withdrawals made through an automatic withdrawal plan up to a
maximum of 12% per year of the net asset value of the account
- withdrawals related to certain retirement or benefit plans
- redemptions for certain loan advances, hardship provisions or
returns of excess contributions from retirement plans
- for Class A shares purchased through the Large Order NAV Purchase
Privilege, redemption of shares whose dealer of record at the
time of the investment notifies the Distributor that the dealer
waives the applicable commission
- for Class C shares, redemption of shares purchased through a
dealer-sponsored asset allocation program maintained on an
omnibus record-keeping system, provided the dealer of record has
waived the advance of the first year distribution and service
fees applicable to such shares and has agreed to receive such
fees quarterly
In each of these cases, there are a number of additional provisions
that apply in order to be eligible for a CDSC waiver. Your financial
advisor or Shareholder Services can answer your questions and help
you determine if you are eligible.
IF YOU SELL SHARES IN A DWS FUND AND THEN DECIDE TO INVEST WITH DWS
SCUDDER AGAIN WITHIN SIX MONTHS, you may be able to take advantage
of the "reinstatement feature." With this feature, you can put your
money back into the same class of a DWS fund at its current NAV and,
for purposes of a sales charge, it will be treated as if it had
never left DWS Scudder.
You'll be reimbursed (in the form of fund shares) for any CDSC you
paid when you sold. Future CDSC calculations will be based on your
original investment date, rather than your reinstatement date. There
is also an option that lets investors who sold Class B shares buy
Class A shares (if available) with no sales charge, although they
won't be reimbursed for any CDSC they paid. You can only use the
reinstatement feature once for any given group of shares. To take
advantage of this feature, contact Shareholder Services or your
financial advisor.
Policies You Should Know About | 89
MONEY FROM SHARES YOU SELL is normally sent out within one business
day of when your order is processed (not when it is received),
although it could be delayed for up to seven days. There are other
circumstances when it could be longer, including, but not limited
to, when you are selling shares you bought recently by check or ACH
(the funds will be placed under a 10 calendar day hold to ensure
good funds) or when unusual circumstances prompt the SEC to allow
further delays. Certain expedited redemption processes may also be
delayed when you are selling recently purchased shares or in the
event of closing of the Federal Reserve Bank's wire payment system.
In addition, each fund reserves the right to suspend or postpone
redemptions as permitted pursuant to Section 22(e) of the Investment
Company Act of 1940. Generally, those circumstances are when 1) the
New York Stock Exchange is closed other than customary weekend or
holiday closings; 2) trading on the New York Stock Exchange is
restricted; 3) an emergency exists which makes the disposal of
securities owned by a fund or the fair determination of the value of
a fund's net assets not reasonably practicable; or 4) the SEC, by
order, permits the suspension of the right of redemption. Redemption
payments by wire may also be delayed in the event of a non-routine
closure of the Federal Reserve wire payment system. For additional
rights reserved by each fund, please see "Other rights we reserve."
You may obtain additional information about other ways to sell your
shares by contacting your financial advisor.
How each fund calculates share price
To calculate net asset value, or NAV, each share class uses the
following equation:
TOTAL ASSETS - TOTAL LIABILITIES
----------------------------------------- = NAV
TOTAL NUMBER OF SHARES OUTSTANDING
The price at which you buy shares is based on the NAV per share
calculated after the order is received by the transfer agent,
although for Class A shares it will be adjusted to allow for any
applicable sales charge (see "Choosing a Share Class"). The price at
which you sell shares is also based on the NAV per share calculated
after the order is received by the transfer agent, although a CDSC
may be taken out of the proceeds (see "Choosing a Share Class").
90 | Policies You Should Know About
EACH FUND CHARGES A REDEMPTION FEE EQUAL TO 2.00% of the value of
shares redeemed or exchanged within 15 days of purchase. Please see
"Policies about transactions - Redemption fees" for further
information.
WE TYPICALLY VALUE SECURITIES USING INFORMATION FURNISHED BY AN
INDEPENDENT PRICING SERVICE OR MARKET QUOTATIONS, WHERE APPROPRIATE.
However, we may use methods approved by a fund's Board, such as a
fair valuation model, which are intended to reflect fair value when
pricing service information or market quotations are not readily
available or when a security's value or a meaningful portion of the
value of a fund's portfolio is believed to have been materially
affected by a significant event, such as a natural disaster, an
economic event like a bankruptcy filing, or a substantial
fluctuation in domestic or foreign markets that has occurred between
the close of the exchange or market on which the security is
principally traded (for example, a foreign exchange or market) and
the close of the New York Stock Exchange. In such a case, a fund's
value for a security is likely to be different from the last quoted
market price or pricing service information. In addition, due to the
subjective and variable nature of fair value pricing, it is possible
that the value determined for a particular asset may be materially
different from the value realized upon such asset's sale. It is
expected that the greater the percentage of fund assets that is
invested in non-US securities, the more extensive will be a fund's
use of fair value pricing. This is intended to reduce a fund's
exposure to "time zone arbitrage" and other harmful trading
practices. (See "Market timing policies and procedures.")
TO THE EXTENT THAT A FUND INVESTS IN SECURITIES THAT ARE TRADED
PRIMARILY IN FOREIGN MARKETS, the value of its holdings could change
at a time when you aren't able to buy or sell fund shares. This is
because some foreign markets are open on days or at times when a
fund doesn't price its shares. (Note that prices for securities that
trade on foreign exchanges can change significantly on days when the
New York Stock Exchange is closed and you cannot buy or sell fund
shares. Price changes in the securities a fund owns may ultimately
affect the price of fund shares the next time the NAV is
calculated.)
Other rights we reserve
You should be aware that we may do any of the following:
- withdraw or suspend the offering of shares at any time
Policies You Should Know About | 91
- withhold a portion of your distributions and redemption proceeds
for federal income tax purposes if we have been notified by the IRS
that you are subject to backup withholding or if you fail to provide
us with a correct taxpayer ID number and certain certifications
including certification that you are not subject to backup
withholding
- reject a new account application if you don't provide any
required or requested identifying information, or for any other
reason
- refuse, cancel, limit or rescind any purchase or exchange order,
without prior notice; freeze any account (meaning you will not be
able to purchase fund shares in your account); suspend account
services; and/or involuntarily redeem your account if we think
that the account is being used for fraudulent or illegal
purposes; one or more of these actions will be taken when, at our
sole discretion, they are deemed to be in a fund's best interests
or when a fund is requested or compelled to do so by governmental
authority or by applicable law
- close and liquidate your account if we are unable to verify your
identity, or for other reasons; if we decide to close your
account, your fund shares will be redeemed at the net asset value
per share next calculated after we determine to close your
account (less any applicable sales charge or redemption fee); you
may recognize a gain or loss on the redemption of your fund
shares and you may incur a tax liability
- pay you for shares you sell by "redeeming in kind," that is, by
giving you securities (which typically will involve brokerage
costs for you to liquidate) rather than cash, but which will be
taxable to the same extent as a redemption for cash; a fund
generally won't make a redemption in kind unless your requests
over a 90-day period total more than $250,000 or 1% of the value
of a fund's net assets, whichever is less
- change, add or withdraw various services, fees and account
policies (for example, we may adjust a fund's investment minimums
at any time)
92 | Policies You Should Know About
UNDERSTANDING DISTRIBUTIONS AND TAXES
Each fund intends to distribute to its shareholders virtually all of
its net earnings. Each fund can earn money in two ways: by receiving
interest, dividends or other income from securities it holds and by
selling securities for more than it paid for them. (Each fund's
earnings are separate from any gains or losses stemming from your
own purchase and sale of shares.) Each fund may not always pay a
dividend or distribution for a given period.
DWS Large Cap Value Fund, DWS Dreman Concentrated Value Fund and DWS
Dreman High Return Equity Fund each intends to pay dividends to
shareholders quarterly. These funds also intend to pay distributions
annually in December. DWS Dreman Mid Cap Value Fund and DWS Dreman
Small Cap Value Fund each intends to pay dividends and distributions
to shareholders annually in December.
Dividends or distributions declared to shareholders of record in the
last quarter of a given calendar year are treated for federal income
tax purposes as if they were received on December 31 of that year,
provided such dividends or distributions are paid by the end of the
following January.
For federal income tax purposes, income and capital gains
distributions are generally taxable to shareholders. However,
dividends and distributions received by retirement plans qualifying
for tax exemption under federal income tax laws generally will not
be taxable.
YOU CAN CHOOSE HOW TO RECEIVE YOUR DIVIDENDS AND DISTRIBUTIONS. You
can have them all automatically reinvested in fund shares (at NAV),
all deposited directly to your bank account or all sent to you by
check, have one type reinvested and the other sent to you by check
or have them invested in a different fund. Tell us your preference
on your application. If you don't indicate a preference, your
dividends and distributions will all be reinvested in shares of the
fund without a sales charge (if applicable). Distributions are
treated the same for federal income tax purposes whether you receive
them in cash or reinvest them in additional shares. For
employer-sponsored qualified plans, and retirement plans,
reinvestment (at NAV) is the only option.
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS
Because each shareholder's tax situation is unique, ask your tax professional
about the tax consequences of your investments, including any state and local
tax consequences.
Understanding Distributions and Taxes | 93
BUYING, SELLING OR EXCHANGING FUND SHARES WILL USUALLY HAVE FEDERAL
INCOME TAX CONSEQUENCES FOR YOU (except in employer-sponsored
qualified plans, IRAs or other tax-advantaged accounts). Your sale
of shares may result in a capital gain or loss. The gain or loss
will be long-term or short-term depending on how long you owned the
shares that were sold. For federal income tax purposes, an exchange
is treated the same as a sale.
THE FEDERAL INCOME TAX STATUS of a fund's earnings you receive and
your own fund transactions generally depends on their type:
GENERALLY TAXED AT LONG-TERM GENERALLY TAXED AT ORDINARY
CAPITAL GAIN RATES: INCOME RATES:
DISTRIBUTIONS FROM A FUND
- - gains from the sale of - gains from the sale of
securities held (or treated as securities held by a fund for
held) by a fund for more than one year or less
one year - all other taxable income
- - qualified dividend income
TRANSACTIONS INVOLVING FUND
SHARES
- - gains from selling fund - gains from selling fund
shares held for more than shares held for one year or
one year less
ANY DIRECT INVESTMENTS IN FOREIGN SECURITIES BY A FUND MAY BE
SUBJECT TO FOREIGN WITHHOLDING TAXES. In that case, a fund's yield
on those securities would generally be decreased. Shareholders
generally will not be entitled to claim a credit or deduction with
respect to foreign taxes paid by the fund. In addition, any
investments in foreign securities or foreign currencies may increase
or accelerate a fund's recognition of ordinary income and may affect
the timing or amount of the fund's distributions. If you invest in a
fund through a taxable account, your after-tax return could be
negatively impacted.
To the extent that a fund invests in certain debt obligations or
certain other securities, investments in these obligations or
securities may cause a fund to recognize taxable income in excess of
the cash generated by such obligations. Thus, a fund could be
required at times to liquidate other investments in order to satisfy
its distribution requirements.
94 | Understanding Distributions and Taxes
For taxable years beginning before January 1, 2011, distributions to
individuals and other noncorporate shareholders of investment income
designated by a fund as derived from qualified dividend income are
eligible for taxation for federal income tax purposes at the more
favorable long-term capital gain rates. Qualified dividend income
generally includes dividends from domestic and some foreign
corporations. It does not include income from investments in debt
securities or, generally, from REITs. In addition, a fund must meet
certain holding period and other requirements with respect to the
dividend-paying stocks in its portfolio and the shareholder must
meet certain holding period and other requirements with respect to a
fund's shares for the lower tax rates to apply.
For taxable years beginning before January 1, 2011, the maximum
federal income tax rate imposed on long-term capital gains
recognized by individuals and other noncorporate shareholders has
been reduced to 15%. For taxable years beginning on or after January
1, 2011, the long-term capital gain rate is scheduled to return to
20%.
YOUR FUND WILL SEND YOU DETAILED FEDERAL INCOME TAX INFORMATION
EVERY JANUARY. These statements tell you the amount and the federal
income tax classification of any dividends or distributions you
received. They also have certain details on your purchases and sales
of shares.
IF YOU INVEST RIGHT BEFORE A FUND PAYS A DIVIDEND, you'll be getting
some of your investment back as a taxable dividend. You can avoid
this by investing after a fund declares a dividend. In
tax-advantaged retirement accounts you do not need to worry about
this.
CORPORATIONS are taxed at the same rates on ordinary income and
capital gains but may be eligible for a dividends-received deduction
for a portion of the income dividends they receive from a fund,
provided certain holding period and other requirements are met.
The above discussion summarizes certain federal income tax
consequences for shareholders who are US persons. If you are a
non-US person, please consult your own tax advisor with respect to
the US tax consequences to you of an investment in a fund. For more
information, see "Taxes" in the Statement of Additional Information.
Understanding Distributions and Taxes | 95
APPENDIX
- --------------------------------------------------------------------------------
Hypothetical Expense Summary
Using the annual fund operating expense ratios presented in the fee
tables in the fund prospectus, the Hypothetical Expense Summary
shows the estimated fees and expenses, in actual dollars, that would
be charged on a hypothetical investment of $10,000 in the fund held
for the next 10 years and the impact of such fees and expenses on
fund returns for each year and cumulatively, assuming a 5% return
for each year. The tables also assume that all dividends and
distributions are reinvested and that Class B shares convert to
Class A shares after six years. The annual fund expense ratios shown
are net of any contractual fee waivers or expense reimbursements, if
any, for the period of the contractual commitment. The tables
reflect the maximum initial sales charge, if any, but do not reflect
any contingent deferred sales charge or redemption fees, if any,
which may be payable upon redemption. If contingent deferred sales
charges or redemption fees were shown, the "Hypothetical Year-End
Balance After Fees and Expenses" amounts shown would be lower and
the "Annual Fees and Expenses" amounts shown would be higher. Also,
please note that if you are investing through a third party
provider, that provider may have fees and expenses separate from
those of the fund that are not reflected here. Mutual fund fees and
expenses fluctuate over time and actual expenses may be higher or
lower than those shown.
The Hypothetical Expense Summary should not be used or construed as
an offer to sell, a solicitation of an offer to buy or a
recommendation or endorsement of any specific mutual fund. You
should carefully review the fund's prospectus to consider the
investment objectives, risks, expenses and charges of the fund prior
to investing.
96 | Appendix
DWS Large Cap Value Fund - Class A
MAXIMUM INITIAL HYPOTHETICAL ASSUMED RATE
SALES CHARGE: INVESTMENT: OF RETURN:
5.75% $10,000 5%
HYPOTHETICAL
CUMULATIVE ANNUAL CUMULATIVE YEAR-END
RETURN BEFORE FUND RETURN AFTER BALANCE AFTER ANNUAL FEES
FEES AND EXPENSE FEES AND FEES AND AND
YEAR EXPENSES RATIOS EXPENSES EXPENSES EXPENSES
1 5.00% 1.00% -1.98% $ 9,802.00 $ 671.14
2 10.25% 1.00% 1.94% $ 10,194.08 $ 99.98
3 15.76% 1.00% 6.02% $ 10,601.84 $ 103.98
4 21.55% 1.00% 10.26% $ 11,025.92 $ 108.14
5 27.63% 1.00% 14.67% $ 11,466.95 $ 112.46
6 34.01% 1.00% 19.26% $ 11,925.63 $ 116.96
7 40.71% 1.00% 24.03% $ 12,402.66 $ 121.64
8 47.75% 1.00% 28.99% $ 12,898.76 $ 126.51
9 55.13% 1.00% 34.15% $ 13,414.71 $ 131.57
10 62.89% 1.00% 39.51% $ 13,951.30 $ 136.83
TOTAL $ 1,729.21
DWS Large Cap Value Fund - Class B
MAXIMUM INITIAL HYPOTHETICAL ASSUMED RATE
SALES CHARGE: INVESTMENT: OF RETURN:
0.00% $10,000 5%
HYPOTHETICAL
CUMULATIVE ANNUAL CUMULATIVE YEAR-END
RETURN BEFORE FUND RETURN AFTER BALANCE AFTER ANNUAL
FEES AND EXPENSE FEES AND FEES AND FEES AND
YEAR EXPENSES RATIOS EXPENSES EXPENSES EXPENSES
1 5.00% 1.83% 3.17% $ 10,317.00 $ 185.90
2 10.25% 1.83% 6.44% $ 10,644.05 $ 191.79
3 15.76% 1.83% 9.81% $ 10,981.47 $ 197.87
4 21.55% 1.83% 13.30% $ 11,329.58 $ 204.15
5 27.63% 1.83% 16.89% $ 11,688.73 $ 210.62
6 34.01% 1.83% 20.59% $ 12,059.26 $ 217.29
7 40.71% 1.00% 25.42% $ 12,541.63 $ 123.00
8 47.75% 1.00% 30.43% $ 13,043.29 $ 127.92
9 55.13% 1.00% 35.65% $ 13,565.03 $ 133.04
10 62.89% 1.00% 41.08% $ 14,107.63 $ 138.36
TOTAL $ 1,729.24
Appendix | 97
DWS Large Cap Value Fund - Class C
MAXIMUM INITIAL HYPOTHETICAL ASSUMED RATE
SALES CHARGE: INVESTMENT: OF RETURN:
0.00% $10,000 5%
HYPOTHETICAL
CUMULATIVE ANNUAL CUMULATIVE YEAR-END
RETURN BEFORE FUND RETURN AFTER BALANCE AFTER ANNUAL FEES
FEES AND EXPENSE FEES AND FEES AND AND
YEAR EXPENSES RATIOS EXPENSES EXPENSES EXPENSES
1 5.00% 1.74% 3.26% $ 10,326.00 $ 176.84
2 10.25% 1.74% 6.63% $ 10,662.63 $ 182.60
3 15.76% 1.74% 10.10% $ 11,010.23 $ 188.55
4 21.55% 1.74% 13.69% $ 11,369.16 $ 194.70
5 27.63% 1.74% 17.40% $ 11,739.80 $ 201.05
6 34.01% 1.74% 21.23% $ 12,122.51 $ 207.60
7 40.71% 1.74% 25.18% $ 12,517.71 $ 214.37
8 47.75% 1.74% 29.26% $ 12,925.79 $ 221.36
9 55.13% 1.74% 33.47% $ 13,347.17 $ 228.57
10 62.89% 1.74% 37.82% $ 13,782.28 $ 236.03
TOTAL $ 2,051.67
DWS Dreman Concentrated Value Fund - Class A
MAXIMUM INITIAL HYPOTHETICAL ASSUMED RATE
SALES CHARGE: INVESTMENT: OF RETURN:
5.75% $10,000 5%
HYPOTHETICAL
CUMULATIVE ANNUAL CUMULATIVE YEAR-END
RETURN BEFORE FUND RETURN AFTER BALANCE AFTER ANNUAL
FEES AND EXPENSE FEES AND FEES AND FEES AND
YEAR EXPENSES RATIOS EXPENSES EXPENSES EXPENSES
1 5.00% 1.31% -2.27% $ 9,772.78 $ 700.75
2 10.25% 1.60% 1.05% $ 10,105.06 $ 159.02
3 15.76% 1.60% 4.49% $ 10,448.63 $ 164.43
4 21.55% 1.60% 8.04% $ 10,803.88 $ 170.02
5 27.63% 1.60% 11.71% $ 11,171.21 $ 175.80
6 34.01% 1.60% 15.51% $ 11,551.04 $ 181.78
7 40.71% 1.60% 19.44% $ 11,943.77 $ 187.96
8 47.75% 1.60% 23.50% $ 12,349.86 $ 194.35
9 55.13% 1.60% 27.70% $ 12,769.75 $ 200.96
10 62.89% 1.60% 32.04% $ 13,203.93 $ 207.79
TOTAL $ 2,342.86
98 | Appendix
DWS Dreman Concentrated Value Fund - Class B
MAXIMUM INITIAL HYPOTHETICAL ASSUMED RATE
SALES CHARGE: INVESTMENT: OF RETURN:
0.00% $10,000 5%
HYPOTHETICAL
CUMULATIVE ANNUAL CUMULATIVE YEAR-END
RETURN BEFORE FUND RETURN AFTER BALANCE AFTER ANNUAL FEES
FEES AND EXPENSE FEES AND FEES AND AND
YEAR EXPENSES RATIOS EXPENSES EXPENSES EXPENSES
1 5.00% 2.06% 2.94% $ 10,294.00 $ 209.03
2 10.25% 2.39% 5.63% $ 10,562.67 $ 249.24
3 15.76% 2.39% 8.38% $ 10,838.36 $ 255.74
4 21.55% 2.39% 11.21% $ 11,121.24 $ 262.42
5 27.63% 2.39% 14.12% $ 11,411.50 $ 269.27
6 34.01% 2.39% 17.09% $ 11,709.34 $ 276.29
7 40.71% 1.60% 21.07% $ 12,107.46 $ 190.53
8 47.75% 1.60% 25.19% $ 12,519.12 $ 197.01
9 55.13% 1.60% 29.45% $ 12,944.77 $ 203.71
10 62.89% 1.60% 33.85% $ 13,384.89 $ 210.64
TOTAL 2,323.88
DWS Dreman Concentrated Value Fund - Class C
MAXIMUM INITIAL HYPOTHETICAL ASSUMED RATE
SALES CHARGE: INVESTMENT: OF RETURN:
0.00% $10,000 5%
HYPOTHETICAL
CUMULATIVE ANNUAL CUMULATIVE YEAR-END
RETURN BEFORE FUND RETURN AFTER BALANCE AFTER ANNUAL
FEES AND EXPENSE FEES AND FEES AND FEES AND
YEAR EXPENSES RATIOS EXPENSES EXPENSES EXPENSES
1 5.00% 2.06% 2.94% $ 10,294.00 $ 209.03
2 10.25% 2.32% 5.70% $ 10,569.88 $ 242.02
3 15.76% 2.32% 8.53% $ 10,853.15 $ 248.51
4 21.55% 2.32% 11.44% $ 11,144.02 $ 255.17
5 27.63% 2.32% 14.43% $ 11,442.68 $ 262.01
6 34.01% 2.32% 17.49% $ 11,749.34 $ 269.03
7 40.71% 2.32% 20.64% $ 12,064.22 $ 276.24
8 47.75% 2.32% 23.88% $ 12,387.54 $ 283.64
9 55.13% 2.32% 27.20% $ 12,719.53 $ 291.24
10 62.89% 2.32% 30.60% $ 13,060.41 $ 299.05
TOTAL $ 2,635.94
Appendix | 99
DWS Dreman High Return Equity Fund - Class A
MAXIMUM INITIAL HYPOTHETICAL ASSUMED RATE
SALES CHARGE: INVESTMENT: OF RETURN:
5.75% $10,000 5%
HYPOTHETICAL
CUMULATIVE ANNUAL CUMULATIVE YEAR-END
RETURN BEFORE FUND RETURN AFTER BALANCE AFTER ANNUAL
FEES AND EXPENSE FEES AND FEES AND FEES AND
YEAR EXPENSES RATIOS EXPENSES EXPENSES EXPENSES
1 5.00% 1.08% -2.06% $ 9,794.46 $ 678.79
2 10.25% 1.08% 1.78% $ 10,178.40 $ 107.85
3 15.76% 1.08% 5.77% $ 10,577.40 $ 112.08
4 21.55% 1.08% 9.92% $ 10,992.03 $ 116.47
5 27.63% 1.08% 14.23% $ 11,422.92 $ 121.04
6 34.01% 1.08% 18.71% $ 11,870.70 $ 125.79
7 40.71% 1.08% 23.36% $ 12,336.03 $ 130.72
8 47.75% 1.08% 28.20% $ 12,819.60 $ 135.84
9 55.13% 1.08% 33.22% $ 13,322.13 $ 141.17
10 62.89% 1.08% 38.44% $ 13,844.36 $ 146.70
TOTAL $ 1,816.45
DWS Dreman High Return Equity Fund - Class B
MAXIMUM INITIAL HYPOTHETICAL ASSUMED RATE
SALES CHARGE: INVESTMENT: OF RETURN:
0.00% $10,000 5%
HYPOTHETICAL
CUMULATIVE ANNUAL CUMULATIVE YEAR-END
RETURN BEFORE FUND RETURN AFTER BALANCE AFTER ANNUAL
FEES AND EXPENSE FEES AND FEES AND FEES AND
YEAR EXPENSES RATIOS EXPENSES EXPENSES EXPENSES
1 5.00% 1.89% 3.11% $ 10,311.00 $ 191.94
2 10.25% 1.89% 6.32% $ 10,631.67 $ 197.91
3 15.76% 1.89% 9.62% $ 10,962.32 $ 204.06
4 21.55% 1.89% 13.03% $ 11,303.25 $ 210.41
5 27.63% 1.89% 16.55% $ 11,654.78 $ 216.95
6 34.01% 1.89% 20.17% $ 12,017.24 $ 223.70
7 40.71% 1.08% 24.88% $ 12,488.32 $ 132.33
8 47.75% 1.08% 29.78% $ 12,977.86 $ 137.52
9 55.13% 1.08% 34.87% $ 13,486.59 $ 142.91
10 62.89% 1.08% 40.15% $ 14,015.26 $ 148.51
TOTAL $ 1,806.24
100 | Appendix
DWS Dreman High Return Equity Fund - Class C
MAXIMUM INITIAL HYPOTHETICAL ASSUMED RATE
SALES CHARGE: INVESTMENT: OF RETURN:
0.00% $10,000 5%
HYPOTHETICAL
CUMULATIVE ANNUAL CUMULATIVE YEAR-END
RETURN BEFORE FUND RETURN AFTER BALANCE AFTER ANNUAL
FEES AND EXPENSE FEES AND FEES AND FEES AND
YEAR EXPENSES RATIOS EXPENSES EXPENSES EXPENSES
1 5.00% 1.82% 3.18% $ 10,318.00 $ 184.89
2 10.25% 1.82% 6.46% $ 10,646.11 $ 190.77
3 15.76% 1.82% 9.85% $ 10,984.66 $ 196.84
4 21.55% 1.82% 13.34% $ 11,333.97 $ 203.10
5 27.63% 1.82% 16.94% $ 11,694.39 $ 209.56
6 34.01% 1.82% 20.66% $ 12,066.27 $ 216.22
7 40.71% 1.82% 24.50% $ 12,449.98 $ 223.10
8 47.75% 1.82% 28.46% $ 12,845.89 $ 230.19
9 55.13% 1.82% 32.54% $ 13,254.39 $ 237.51
10 62.89% 1.82% 36.76% $ 13,675.88 $ 245.07
TOTAL $ 2,137.25
DWS Dreman High Return Equity Fund - Class R
MAXIMUM INITIAL HYPOTHETICAL ASSUMED RATE
SALES CHARGE: INVESTMENT: OF RETURN:
0.00% $10,000 5%
HYPOTHETICAL
CUMULATIVE ANNUAL CUMULATIVE YEAR-END
RETURN BEFORE FUND RETURN AFTER BALANCE AFTER ANNUAL
FEES AND EXPENSE FEES AND FEES AND FEES AND
YEAR EXPENSES RATIOS EXPENSES EXPENSES EXPENSES
1 5.00% 1.31% 3.69% $ 10,369.00 $ 133.42
2 10.25% 1.31% 7.52% $ 10,751.62 $ 138.34
3 15.76% 1.31% 11.48% $ 11,148.35 $ 143.44
4 21.55% 1.31% 15.60% $ 11,559.72 $ 148.74
5 27.63% 1.31% 19.86% $ 11,986.28 $ 154.23
6 34.01% 1.31% 24.29% $ 12,428.57 $ 159.92
7 40.71% 1.31% 28.87% $ 12,887.19 $ 165.82
8 47.75% 1.31% 33.63% $ 13,362.72 $ 171.94
9 55.13% 1.31% 38.56% $ 13,855.81 $ 178.28
10 62.89% 1.31% 43.67% $ 14,367.09 $ 184.86
TOTAL $ 1,578.99
Appendix | 101
DWS Dreman Mid Cap Value Fund - Class A
MAXIMUM INITIAL HYPOTHETICAL ASSUMED RATE
SALES CHARGE: INVESTMENT: OF RETURN:
5.75% $10,000 5%
HYPOTHETICAL
CUMULATIVE ANNUAL CUMULATIVE YEAR-END
RETURN BEFORE FUND RETURN AFTER BALANCE AFTER ANNUAL
FEES AND EXPENSE FEES AND FEES AND FEES AND
YEAR EXPENSES RATIOS EXPENSES EXPENSES EXPENSES
1 5.00% 1.35% -2.31% $ 9,769.01 $ 704.56
2 10.25% 1.61% 1.00% $ 10,100.18 $ 159.95
3 15.76% 1.61% 4.43% $ 10,442.58 $ 165.37
4 21.55% 1.61% 7.97% $ 10,796.58 $ 170.98
5 27.63% 1.61% 11.63% $ 11,162.59 $ 176.77
6 34.01% 1.61% 15.41% $ 11,541.00 $ 182.76
7 40.71% 1.61% 19.32% $ 11,932.24 $ 188.96
8 47.75% 1.61% 23.37% $ 12,336.74 $ 195.37
9 55.13% 1.61% 27.55% $ 12,754.96 $ 201.99
10 62.89% 1.61% 31.87% $ 13,187.35 $ 208.84
TOTAL $ 2,355.55
DWS Dreman Mid Cap Value Fund - Class B
MAXIMUM INITIAL HYPOTHETICAL ASSUMED RATE
SALES CHARGE: INVESTMENT: OF RETURN:
0.00% $10,000 5%
HYPOTHETICAL
CUMULATIVE ANNUAL CUMULATIVE YEAR-END
RETURN BEFORE FUND RETURN AFTER BALANCE AFTER ANNUAL
FEES AND EXPENSE FEES AND FEES AND FEES AND
YEAR EXPENSES RATIOS EXPENSES EXPENSES EXPENSES
1 5.00% 2.05% 2.95% $ 10,295.00 $ 208.02
2 10.25% 2.46% 5.56% $ 10,556.49 $ 256.47
3 15.76% 2.46% 8.25% $ 10,824.63 $ 262.99
4 21.55% 2.46% 11.00% $ 11,099.57 $ 269.67
5 27.63% 2.46% 13.82% $ 11,381.50 $ 276.52
6 34.01% 2.46% 16.71% $ 11,670.59 $ 283.54
7 40.71% 1.61% 20.66% $ 12,066.23 $ 191.08
8 47.75% 1.61% 24.75% $ 12,475.27 $ 197.56
9 55.13% 1.61% 28.98% $ 12,898.18 $ 204.26
10 62.89% 1.61% 33.35% $ 13,335.43 $ 211.18
TOTAL $ 2,361.29
102 | Appendix
DWS Dreman Mid Cap Value Fund - Class C
MAXIMUM INITIAL HYPOTHETICAL ASSUMED RATE
SALES CHARGE: INVESTMENT: OF RETURN:
0.00% $10,000 5%
HYPOTHETICAL
CUMULATIVE ANNUAL CUMULATIVE YEAR-END
RETURN BEFORE FUND RETURN AFTER BALANCE AFTER ANNUAL
FEES AND EXPENSE FEES AND FEES AND FEES AND
YEAR EXPENSES RATIOS EXPENSES EXPENSES EXPENSES
1 5.00% 2.05% 2.95% $ 10,295.00 $ 208.02
2 10.25% 2.37% 5.66% $ 10,565.76 $ 247.20
3 15.76% 2.37% 8.44% $ 10,843.64 $ 253.70
4 21.55% 2.37% 11.29% $ 11,128.83 $ 260.37
5 27.63% 2.37% 14.22% $ 11,421.51 $ 267.22
6 34.01% 2.37% 17.22% $ 11,721.90 $ 274.25
7 40.71% 2.37% 20.30% $ 12,030.19 $ 281.46
8 47.75% 2.37% 23.47% $ 12,346.58 $ 288.86
9 55.13% 2.37% 26.71% $ 12,671.29 $ 296.46
10 62.89% 2.37% 30.05% $ 13,004.55 $ 304.26
TOTAL $ 2,681.80
DWS Dreman Small Cap Value Fund - Class A
MAXIMUM INITIAL HYPOTHETICAL ASSUMED RATE
SALES CHARGE: INVESTMENT: OF RETURN:
5.75% $10,000 5%
HYPOTHETICAL
CUMULATIVE ANNUAL CUMULATIVE YEAR-END
RETURN BEFORE FUND RETURN AFTER BALANCE AFTER ANNUAL
FEES AND EXPENSE FEES AND FEES AND FEES AND
YEAR EXPENSES RATIOS EXPENSES EXPENSES EXPENSES
1 5.00% 1.21% -2.18% $ 9,782.21 $ 691.20
2 10.25% 1.21% 1.53% $ 10,152.95 $ 120.61
3 15.76% 1.21% 5.38% $ 10,537.75 $ 125.18
4 21.55% 1.21% 9.37% $ 10,937.13 $ 129.92
5 27.63% 1.21% 13.52% $ 11,351.65 $ 134.85
6 34.01% 1.21% 17.82% $ 11,781.88 $ 139.96
7 40.71% 1.21% 22.28% $ 12,228.41 $ 145.26
8 47.75% 1.21% 26.92% $ 12,691.87 $ 150.77
9 55.13% 1.21% 31.73% $ 13,172.89 $ 156.48
10 62.89% 1.21% 36.72% $ 13,672.14 $ 162.41
TOTAL $ 1,956.64
Appendix | 103
DWS Dreman Small Cap Value Fund - Class B
MAXIMUM INITIAL HYPOTHETICAL ASSUMED RATE
SALES CHARGE: INVESTMENT: OF RETURN:
0.00% $10,000 5%
HYPOTHETICAL
CUMULATIVE ANNUAL CUMULATIVE YEAR-END
RETURN BEFORE FUND RETURN AFTER BALANCE AFTER ANNUAL
FEES AND EXPENSE FEES AND FEES AND FEES AND
YEAR EXPENSES RATIOS EXPENSES EXPENSES EXPENSES
1 5.00% 2.03% 2.97% $ 10,297.00 $ 206.01
2 10.25% 2.03% 6.03% $ 10,602.82 $ 212.13
3 15.76% 2.03% 9.18% $ 10,917.72 $ 218.43
4 21.55% 2.03% 12.42% $ 11,241.98 $ 224.92
5 27.63% 2.03% 15.76% $ 11,575.87 $ 231.60
6 34.01% 2.03% 19.20% $ 11,919.67 $ 238.48
7 40.71% 1.21% 23.71% $ 12,371.43 $ 146.96
8 47.75% 1.21% 28.40% $ 12,840.30 $ 152.53
9 55.13% 1.21% 33.27% $ 13,326.95 $ 158.31
10 62.89% 1.21% 38.32% $ 13,832.04 $ 164.31
TOTAL $ 1,953.68
DWS Dreman Small Cap Value Fund - Class C
MAXIMUM INITIAL HYPOTHETICAL ASSUMED RATE
SALES CHARGE: INVESTMENT: OF RETURN:
0.00% $10,000 5%
HYPOTHETICAL
CUMULATIVE ANNUAL CUMULATIVE YEAR-END
RETURN BEFORE FUND RETURN AFTER BALANCE AFTER ANNUAL
FEES AND EXPENSE FEES AND FEES AND FEES AND
YEAR EXPENSES RATIOS EXPENSES EXPENSES EXPENSES
1 5.00% 1.96% 3.04% $ 10,304.00 $ 198.98
2 10.25% 1.96% 6.17% $ 10,617.24 $ 205.03
3 15.76% 1.96% 9.40% $ 10,940.01 $ 211.26
4 21.55% 1.96% 12.73% $ 11,272.58 $ 217.68
5 27.63% 1.96% 16.15% $ 11,615.27 $ 224.30
6 34.01% 1.96% 19.68% $ 11,968.37 $ 231.12
7 40.71% 1.96% 23.32% $ 12,332.21 $ 238.15
8 47.75% 1.96% 27.07% $ 12,707.11 $ 245.39
9 55.13% 1.96% 30.93% $ 13,093.41 $ 252.85
10 62.89% 1.96% 34.91% $ 13,491.45 $ 260.53
TOTAL $ 2,285.29
104 | Appendix
TO GET MORE INFORMATION
SHAREHOLDER REPORTS - These include commentary from a fund's management team
about recent market conditions and the effects of a fund's strategies on its
performance. They also have detailed performance figures, a list of everything
a fund owns, and its financial statements. Shareholders get these reports
automatically.
STATEMENT OF ADDITIONAL INFORMATION (SAI) - This tells you more about a fund's
features and policies, including additional risk information. The SAI is
incorporated by reference into this document (meaning that it's legally part of
this prospectus).
For a free copy of any of these documents or to request other information about
a fund, call (800) 621-1048, or contact DWS Scudder at the address listed
below. Each fund's SAI and shareholder reports are also available through the
DWS Scudder Web site at www.dws-scudder.com. These documents and other
information about each fund are available from the EDGAR Database on the SEC's
Internet site at www.sec.gov. If you like, you may obtain copies of this
information, after paying a copying fee, by e-mailing a request to
publicinfo@sec.gov or by writing the SEC at the address listed below. You can
also review and copy these documents and other information about each fund,
including each fund's SAI, 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.
DWS SCUDDER SEC DISTRIBUTOR
- --------------------- -------------------- -------------------------------
PO Box 219151 100 F Street, N.E. DWS Scudder Distributors, Inc.
Kansas City, MO Washington, D.C. 222 South Riverside Plaza
64121-9151 20549-0102 Chicago, IL 60606-5808
WWW.DWS-SCUDDER.COM WWW.SEC.GOV (800) 621-1148
(800) 621-1048 (800) SEC-0330
SEC FILE NUMBER:
DWS Value Series, Inc. DWS Large Cap Value Fund 811-5385
DWS Value Series, Inc. DWS Dreman Concentrated Value Fund 811-5385
DWS Value Series, Inc. DWS Dreman High Return Equity Fund 811-5385
DWS Value Series, Inc. DWS Dreman Mid Cap Value Fund 811-5385
DWS Value Series, Inc. DWS Dreman Small Cap Value Fund 811-5385
(03/01/08) DVF1-1
[RECYCLE GRAPHIC APPEARS HERE]
[Logo]DWS
SCUDDER
Deutsche Bank Group
SUPPLEMENT TO THE CURRENTLY EFFECTIVE PROSPECTUSES OF EACH OF THE LISTED
FUNDS/PORTFOLIOS:
----------------------
Cash Account Trust: DWS Equity Partners Fund DWS Mid Cap Growth Fund
Government & Agency Securities Portfolio DWS Europe Equity Fund DWS Money Market Prime Series
Money Market Portfolio DWS Floating Rate Plus Fund DWS Money Market Series
Tax-Exempt Portfolio DWS Global Bond Fund DWS New York Tax-Free Income Fund
Cash Management Fund Institutional DWS Global Opportunities Fund DWS RREEF Global Infrastructure Fund
Cash Reserve Fund, Inc.: DWS Global Thematic Fund DWS RREEF Global Real Estate Securities
Prime Series DWS GNMA Fund Fund
Cash Reserves Fund Institutional DWS Gold & Precious Metals Fund DWS RREEF Real Estate Securities Fund
DWS Alternative Asset Allocation Plus Fund DWS Growth & Income Fund DWS S&P 500 Index Fund
DWS Balanced Fund DWS Health Care Fund DWS Short Duration Fund
DWS Blue Chip Fund DWS High Income Fund DWS Short Duration Plus Fund
DWS California Tax-Free Income Fund DWS High Income Plus Fund DWS Short-Term Municipal Bond Fund
DWS Capital Growth Fund DWS Inflation Protected Plus Fund DWS Small Cap Core Fund
DWS Climate Change Fund DWS Intermediate Tax/AMT Free Fund DWS Small Cap Growth Fund
DWS Commodity Securities Fund DWS International Fund DWS Small Cap Value Fund
DWS Communications Fund DWS International Select Equity Fund DWS Strategic Government Securities Fund
DWS Core Fixed Income Fund DWS International Value Opportunities DWS Strategic High Yield Tax Free Fund
DWS Core Plus Allocation Fund Fund DWS Strategic Income Fund
DWS Core Plus Income Fund DWS Japan Equity Fund DWS Target 2010 Fund
DWS Disciplined Long/Short Growth Fund DWS Large Cap Value Fund DWS Target 2011 Fund
DWS Disciplined Long/Short Value Fund DWS Large Company Growth Fund DWS Target 2012 Fund
DWS Disciplined Market Neutral Fund DWS Latin America Equity Fund DWS Target 2013 Fund
DWS Dreman Concentrated Value Fund DWS LifeCompass 2015 Fund DWS Target 2014 Fund
DWS Dreman High Return Equity Fund DWS LifeCompass 2020 Fund DWS Technology Fund
DWS Dreman Mid Cap Value Fund DWS LifeCompass 2030 Fund DWS U.S. Bond Index Fund
DWS Dreman Small Cap Value Fund DWS LifeCompass 2040 Fund DWS Value Builder Fund
DWS EAFE(R) Equity Index Fund DWS LifeCompass Income Fund Investors Cash Trust:
DWS Emerging Markets Equity Fund DWS LifeCompass Protect Fund Treasury Portfolio
DWS Emerging Markets Fixed Income Fund DWS LifeCompass Retirement Fund NY Tax Free Money Fund
DWS Enhanced S&P 500 Index Fund DWS Lifecycle Long Range Fund Tax-Exempt California Money Market Fund
DWS Equity 500 Index Fund DWS Managed Municipal Bond Fund Tax Free Money Fund Investment
DWS Equity Income Fund DWS Massachusetts Tax-Free Fund
DWS Micro Cap Fund
- ------------------------------------------------------------------------------------------------------------------------------------
On or about July 25, 2008, the following information replaces similar disclosure
under "Policies about transactions" in the "Policies You Should Know About"
section of each fund's/portfolio's prospectuses:
Each fund/portfolio accepts payment for shares only in US dollars by check drawn
on a US bank, bank or Federal Funds wire transfer or by electronic bank
transfer. Please note that a fund/portfolio does not accept payment in the
following forms: cash, money orders, traveler's checks, starter checks, checks
drawn on foreign banks or checks issued by credit card companies or
Internet-based companies. In addition, a fund/portfolio generally does not
accept third party checks. A third party check is any check not made payable
directly to DWS Investments, except for any check payable to you from one of
your other DWS accounts. Under certain circumstances, a fund/portfolio may
accept a third party check (i) for retirement plan contributions, asset
transfers and rollovers, (ii) as contributions into Uniform Gift to Minors
Act/Uniform Transfers to Minors Act accounts, (iii) payable from acceptable US
and state government agencies, and (iv) from other DWS funds (such as a
redemption or dividend check) for investment only in a similarly registered
account. Subject to the foregoing, checks should normally be payable to DWS
Investments and drawn by you or a financial institution on your behalf with your
name or account number included with the check.
Please Retain This Supplement for Future Reference
July 25, 2008
DMF-3671
[DWS INVESTMENTS LOGO]
Deutsche Bank Group
SUPPLEMENT TO THE CURRENTLY EFFECTIVE INSTITUTIONAL CLASS
PROSPECTUS OF EACH OF THE LISTED FUNDS/PORTFOLIOS:
----------------------
Cash Reserve Fund, Inc.: DWS Dreman Small Cap Value Fund DWS Large Company Growth Fund
Prime Series DWS EAFE(R) Equity Index Fund DWS Lifecycle Long Range Fund
DWS Alternative Asset Allocation Plus Fund DWS Emerging Markets Equity Fund DWS LifeCompass Income Fund
Cash Management Fund Institutional DWS Emerging Markets Fixed Income Fund DWS LifeCompass Protect Fund
DWS Balanced Fund DWS Equity 500 Index Fund DWS Managed Municipal Bond Fund
DWS Blue Chip Fund DWS Equity Income Fund DWS Micro Cap Fund
DWS Capital Growth Fund DWS Equity Partners Fund DWS Mid Cap Growth Fund
DWS Climate Change Fund DWS Europe Equity Fund DWS Money Market Series
DWS Commodity Securities Fund DWS Floating Rate Plus Fund DWS RREEF Global Real Estate Securities
DWS Communications Fund DWS Gold & Precious Metals Fund Fund
DWS Core Fixed Income Fund DWS Growth & Income Fund DWS RREEF Global Infrastructure Fund
DWS Core Plus Allocation Fund DWS Health Care Fund DWS RREEF Real Estate Securities Fund
DWS Core Plus Income Fund DWS High Income Fund DWS Short Duration Fund
DWS Disciplined Long/Short Growth Fund DWS High Income Plus Fund DWS Short-Term Municipal Bond Fund
DWS Disciplined Long/Short Value Fund DWS Inflation Protected Plus Fund DWS Small Cap Growth Fund
DWS Disciplined Market Neutral Fund DWS Intermediate Tax/AMT Free Fund DWS Strategic Government Securities Fund
DWS Dreman Concentrated Value Fund DWS International Fund DWS Strategic High Yield Tax Free Fund
DWS Dreman High Return Equity Fund DWS International Select Equity Fund DWS Technology Fund
DWS Dreman Mid Cap Value Fund DWS International Value Opportunities Fund DWS U.S. Bond Index Fund
DWS Large Cap Value Fund DWS Value Builder Fund
- --------------------------------------------------------------------------------
On or about July 25, 2008, the following information replaces in its entirety
the disclosure under "Investment minimums" in the "Buying and Selling
Institutional Class Shares" section of each fund's/portfolio's Institutional
Class prospectus:
Investment minimums
Your initial investment must be for at least $1,000,000. There are no minimum
subsequent investment requirements. The minimum initial investment is waived
for:
o Shareholders with existing accounts prior to August 13, 2004 who met the
previous minimum investment eligibility requirement.
o Investment advisory affiliates of Deutsche Bank Securities, Inc., DWS funds
or Deutsche funds purchasing shares for the accounts of their investment
advisory clients.
o Employee benefit plans with assets of at least $50 million.
o Clients of the private banking division of Deutsche Bank AG.
o Institutional clients and qualified purchasers that are clients of a division
of Deutsche Bank AG.
o A current or former director or trustee of the Deutsche or DWS mutual funds.
o An employee, the employee's spouse or life partner and children or
stepchildren age 21 or younger of Deutsche Bank or its affiliates or a
sub-advisor to any fund in the DWS family of funds or a broker-dealer
authorized to sell shares of the funds.
[Logo]DWS
INVESTMENTS
Deutsche Bank Group
July 25, 2008
DMF-3672
o For DWS Capital Growth Fund, DWS Core Fixed Income Fund, DWS Dreman High
Return Equity Fund and DWS Dreman Small Cap Value Fund only: Shareholders
with existing Institutional Class accounts prior to July 23, 2007 who
purchased shares through certain broker-dealers authorized to sell shares of
the funds.
o Registered investment advisors who trade through platforms approved by the
Advisor and whose client assets in the aggregate meet or, in the Advisor's
judgment, will meet within a reasonable period of time, the $1,000,000
minimum investment.
o Employee benefit plan platforms approved by the Advisor that invest in the
fund through an omnibus account, and that meet, or in the Advisor's judgment,
will meet within a reasonable period of time, the $1,000,000 minimum
investment.
Each fund reserves the right to modify the above eligibility requirements and
investment minimums at any time. In addition, each Fund, in its discretion, may
waive the minimum initial investment for specific employee benefit plans (or
family of plans) whose aggregate investment in Institutional Class shares of the
Fund equals or exceeds the minimum initial investment amount but where a
particular account or program may not on its own meet such minimum amount.
Please Retain This Supplement for Future Reference
July 25, 2008
DMF-3672
MARCH 1, 2008
PROSPECTUS
------------------
INSTITUTIONAL CLASS
DWS LARGE CAP VALUE FUND
DWS DREMAN CONCENTRATED VALUE FUND
DWS DREMAN HIGH RETURN EQUITY FUND
DWS DREMAN MID CAP VALUE FUND
DWS DREMAN SMALL CAP VALUE FUND
As with all mutual funds, the Securities and Exchange Commission (SEC) does not
approve or disapprove these shares or determine whether the information in this
prospectus is truthful or complete. It is a criminal offense for anyone to
inform you otherwise.
ONE GLOBAL FORCE. ONE FOCUS. YOU. [DWS SCUDDER Logo]
Deutsche Bank Group
CONTENTS
HOW EACH FUND WORKS
4 DWS Large Cap Value Fund
11 DWS Dreman Concentrated
Value Fund
18 DWS Dreman High Return
Equity Fund
24 DWS Dreman Mid Cap Value
Fund
31 DWS Dreman Small Cap Value
Fund
37 Other Policies and Secondary
Risks
39 Who Manages and Oversees
the Funds
45 Financial Highlights
HOW TO INVEST IN THE FUNDS
51 Buying and Selling
Institutional Class Shares
57 Policies You Should Know
About
70 Understanding Distributions
and Taxes
73 Appendix
HOW EACH FUND WORKS
On the next few pages, you'll find information about each fund's investment
objective, the main strategies each uses to pursue that objective and the main
risks that could affect performance.
Whether you are considering investing in a fund or are already a shareholder,
you'll want to LOOK THIS INFORMATION OVER CAREFULLY. You may want to keep it on
hand for reference as well.
Remember that mutual funds are investments, not bank deposits. They're not
insured or guaranteed by the FDIC or any other government agency. Their share
prices will go up and down, and you could lose money by investing in them.
DWS Dreman Small Cap Value Fund is closed to new investors
(see "Policies You Should Know About" for additional information).
You can find DWS prospectuses on the Internet at WWW.DWS-SCUDDER.COM (the Web
site does not form a part of this prospectus).
Institutional Class
ticker symbol KDCIX
fund number 1486
DWS LARGE CAP VALUE FUND
THE FUND'S MAIN INVESTMENT STRATEGY
The fund seeks long-term capital appreciation, with current
income as a secondary objective.
Under normal circumstances, the fund invests at least 80% of net
assets, plus the amount of any borrowings for investment purposes,
in common stocks and other equity securities of large US companies
that are similar in size to the companies in the Russell 1000 (Reg.
TM) Value Index (as of January 31, 2008, the Russell 1000 (Reg. TM)
Value Index had a median market capitalization of $4.9 billion) and
that the portfolio managers believe are undervalued. These are
typically companies that have been sound historically, but are
temporarily out of favor. The fund intends to invest primarily in
companies whose market capitalizations fall within the normal range
of the Index. Although the fund can invest in stocks of any
economic sector (which is comprised of two or more industries), at
times it may emphasize the financial services sector or other
sectors. In fact, it may invest more than 25% of total assets in a
single sector.
The fund may invest up to 20% of total assets in foreign
securities.
The fund's equity investments are mainly common stocks, but may
also include other types of equities such as preferred or
convertible stocks.
The portfolio managers begin by screening for stocks whose
price-to-earnings ratios are below the average for the S&P 500
Index. The portfolio managers then compare a company's stock price
to its book value, cash flow and yield, and analyze individual
companies to identify those that are financially sound and appear
to have strong potential for long-term growth.
4 | DWS Large Cap Value Fund
The portfolio managers assemble the fund's portfolio from among the
most attractive stocks, drawing on an analysis of economic outlooks
for various sectors and industries.
The portfolio managers will normally sell a stock when it believes
the stock's price is unlikely to go higher, its fundamental factors
have changed, other investments offer better opportunities or in
the course of adjusting its emphasis on a given industry.
OTHER INVESTMENTS. The fund is permitted, but not required, to use
various types of derivatives (contracts whose value is based on,
for example, indices, currencies or securities). Derivatives may be
used for hedging and for risk management or for non-hedging
purposes to seek to enhance potential gains. The fund may use
derivatives in circumstances where portfolio management believes
they offer an economical means of gaining exposure to a particular
asset class or to keep cash on hand to meet shareholder redemptions
or other needs while maintaining exposure to the market.
In particular, the fund may use futures, currency options and
forward currency transactions.
SECURITIES LENDING. The fund may lend its investment securities in
an amount up to 33 1/3% of its total assets to approved
institutional borrowers who need to borrow securities in order to
complete certain transactions.
DWS Large Cap Value Fund | 5
THE MAIN RISKS OF INVESTING IN THE FUND
There are several risk factors that could hurt the fund's
performance, cause you to lose money or cause the fund's
performance to trail that of other investments.
STOCK MARKET RISK. As with most stock funds, the most important
factor affecting this fund is how the stock market performs (to the
extent the fund invests in a particular market sector, the fund's
performance may be proportionately affected by that segment's
general performance). When stock prices fall, you should expect the
value of your investment to fall as well. Because a stock
represents ownership in its issuer, stock prices can be hurt by
poor management, shrinking product demand and other business risks.
These may affect single companies as well as groups of companies.
In addition, movements in financial markets may adversely affect a
stock's price, regardless of how well the company performs. The
market as a whole may not favor the types of investments the fund
makes and the fund may not be able to get an attractive price for
them.
SECURITY SELECTION RISK. A risk that pervades all investing is the
risk that the securities in the fund's portfolio may decline in
value.
VALUE INVESTING RISK. At times, "value" investing may perform
better than or worse than other investment styles and the overall
market. If the Advisor overestimates the value or return potential
of one or more common stocks, the fund may underperform the general
equity market. Value stocks may also be out of favor for certain
periods in relation to growth stocks.
INDUSTRY RISK. While the fund does not concentrate in any industry
or sector, to the extent that the fund has exposure to a given
industry or sector, any factors affecting that industry or sector
could affect the value of portfolio securities. For example,
manufacturers of consumer goods could be hurt by a rise in
unemployment or technology companies could be hurt by such factors
as market saturation, price competition and rapid obsolescence.
SECURITIES LENDING RISK. Any loss in the market price of securities
loaned by the fund that occurs during the term of the loan would be
borne by the fund and would adversely affect the fund's
performance. Also, there may be delays in
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS
This fund is designed for investors interested in diversifying a growth-oriented
portfolio or adding a core holding to a value-oriented portfolio.
6 | DWS Large Cap Value Fund
recovery of securities loaned or even a loss of rights in the
collateral should the borrower of the securities fail financially
while the loan is outstanding. However, loans will be made only to
borrowers selected by the fund's delegate after a review of
relevant facts and circumstances, including the creditworthiness of
the borrower.
Other factors that could affect performance include:
- portfolio management could be wrong in the analysis of
industries, companies, economic trends, the relative
attractiveness of different securities or other matters.
- foreign securities may be more volatile than their US
counterparts, for reasons such as currency fluctuations and
political and economic uncertainty.
- derivatives could produce disproportionate losses due to a
variety of factors, including the failure of the counterparty to
meet its obligations or unexpected price or interest rate
movements. (See "Secondary Risks" for more information.)
DWS Large Cap Value Fund | 7
THE FUND'S PERFORMANCE HISTORY
While a fund's past performance (before and after taxes) isn't necessarily a
sign of how it will do in the future, it can be valuable for an investor to
know.
The bar chart shows how the performance of the fund's Institutional Class
shares has varied from year to year, which may give some idea of risk. The
table on the following page shows how fund performance compares to relevant
index performance (which, unlike fund performance, does not reflect fees or
expenses). The performance of both the fund and the index varies over time. All
figures assume reinvestment of dividends and distributions (in the case of
after-tax returns, reinvested net of assumed tax rates).
The table shows returns for Institutional Class shares on a before-tax and
after-tax basis. After-tax returns are estimates calculated using the
historical highest individual federal marginal income tax rates and do not
reflect the impact of state and local taxes. Actual after-tax returns depend on
an investor's tax situation and may differ from those shown in the table.
After-tax returns shown are not relevant for investors who hold their shares
through tax-deferred arrangements, such as 401(k) plans or individual
retirement accounts.
DWS Large Cap Value Fund
ANNUAL TOTAL RETURN (%) AS OF 12/31 EACH YEAR - Institutional Class
[GRAPHIC APPEARS HERE]
2.14 -14.90 32.94 9.66 2.28 15.93 13.02
2001 2002 2003 2004 2005 2006 2007
FOR THE PERIODS INCLUDED IN THE BAR CHART:
BEST QUARTER: 18.80%, Q2 2003 WORST QUARTER: -19.39%, Q3 2002
8 | DWS Large Cap Value Fund
AVERAGE ANNUAL TOTAL RETURNS (%) as of 12/31/2007
1 YEAR 5 YEARS SINCE INCEPTION*
INSTITUTIONAL CLASS
Return before Taxes 13.02 14.33 8.93
Return after Taxes on Distributions 9.03 12.73 7.64
Return after Taxes on Distributions
and Sale of Fund Shares 12.32** 12.28 7.44
RUSSELL 1000 (Reg. TM) VALUE INDEX (reflects
no deductions for fees, expenses or
taxes) -0.17 14.63 7.11
S&P 500 INDEX (reflects no
deductions for fees, expenses or
taxes) 5.49 12.83 2.14
* Inception date for the Institutional Class was June 1, 2000. Index
comparison begins on May 31, 2000.
** Return after Taxes on Distributions and Sale of Fund Shares is higher
than other return figures for the same period due to a capital loss
occurring upon redemption resulting in an assumed tax deduction for the
shareholder.
Total Return would have been lower had certain expenses not been reduced.
RUSSELL 1000 (Reg. TM) VALUE INDEX is an unmanaged index that consists of
those stocks in the Russell 1000 Index with less-than-average growth
orientation. Russell 1000 (Reg. TM) Index is an unmanaged price-only index of
the 1,000 largest capitalized companies that are domiciled in the US and whose
common stocks are traded.
STANDARD & POOR'S 500 INDEX (S&P 500) is an unmanaged, capitalization-weighted
index of 500 stocks. The index is designed to measure performance of the broad
domestic economy through changes in the aggregate market value of 500 stocks
representing all major industries.
- --------------------------------------------------------------------------------
Current performance may be higher or lower than the performance data quoted
above. For more recent performance information, call your financial advisor or
(800) 730-1313 or visit our Web site at www.dws-scudder.com.
- --------------------------------------------------------------------------------
RETURN AFTER TAXES ON DISTRIBUTIONS assumes that an investor holds fund shares
at the end of the period. The return reflects taxes only on the fund's
distributions and not on a shareholder's gain or loss from selling fund shares.
RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES assumes that an
investor sold his or her fund shares at the end of the period. The return
reflects taxes on both the fund's distributions and a shareholder's gain or
loss from selling fund shares.
DWS Large Cap Value Fund | 9
HOW MUCH INVESTORS PAY
The table below describes the fees and expenses that you may pay if you buy and
hold fund shares. This information doesn't include any fees that may be charged
by your financial advisor.
FEE TABLE
SHAREHOLDER FEES, paid directly from your investment
_____________________________________________________________________________
Redemption/Exchange Fee on shares
owned less than 15 days (as % of
redemption proceeds) 1 2.00%
ANNUAL OPERATING EXPENSES, deducted from fund assets
_____________________________________________________________________________
Management Fees 0.42%
Distribution and/or Service (12b-1) Fees None
Other Expenses 2 0.16
TOTAL ANNUAL OPERATING EXPENSES 3 0.58
1 This fee is charged on all applicable redemptions or exchanges. Please see
"Policies You Should Know About - Policies about transactions" for further
information.
2 "Other Expenses" include an administrative services fee paid to the Advisor
in the amount of 0.10%.
3 Through March 31, 2008, the Advisor has contractually agreed to waive all
or a portion of its management fee and reimburse or pay certain operating
expenses of the fund to the extent necessary to maintain the fund's total
operating expenses at 0.65% for Institutional Class shares, excluding
certain expenses such as extraordinary expenses, taxes, brokerage and
interest.
Based on the costs above, this example helps you compare the expenses of the
fund to those of other mutual funds. This example assumes the expenses above
remain the same. It also assumes that you invested $10,000, earned 5% annual
returns and reinvested all dividends and distributions. This is only an
example; actual expenses will be different.
EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
Institutional Class $59 $186 $324 $726
10 | DWS Large Cap Value Fund
Institutional Class
ticker symbol LOPIX
fund number 1444
DWS DREMAN CONCENTRATED VALUE FUND
THE FUND'S MAIN INVESTMENT STRATEGY
The fund's investment objective is long-term growth of capital.
The fund seeks to achieve its objective by investing primarily in
the common stocks of large companies that the portfolio managers
believe are undervalued, but have favorable prospects for
appreciation. The fund is classified as a non-diversified portfolio
and normally invests in a core position of common stocks (normally
20 to 25 stocks) that represent the portfolio managers' best ideas.
The fund may hold a limited number of additional positions under
unusual market conditions, to accommodate large inflows or outflows
of cash, or to accumulate or reduce existing positions.
The fund may invest up to 20% of total assets in foreign securities
and up to 10% of total assets in high yield bonds ("junk" bonds).
Compared to investment-grade bonds, junk bonds generally pay higher
yields, have higher volatility and higher risk of default on
payments of interest or principal.
The fund's equity investments are mainly common stocks, but may
also include other types of equities such as preferred or
convertible stocks.
The portfolio managers begin by screening for stocks whose
price-to-earnings ratios are below the average for the S&P 500
Index. The portfolio managers then compare the company's stock
price to its book value, cash flow and yield and analyze individual
companies to identify those that are financially sound and appear
to have strong potential for long-term capital appreciation and
dividend growth. Other fundamental factors that the portfolio
managers consider are liquidity ratios, debt management, and return
on equity.
DWS Dreman Concentrated Value Fund | 11
The portfolio managers assemble the fund's portfolio from among the
most attractive stocks, drawing on an analysis of economic outlooks
for various sectors and industries. Because of the fund's emphasis
on a limited number of issuers, the fund may have greater exposure
to a particular sector or sectors than a more diversified
portfolio.
The portfolio managers may favor securities from different sectors
and industries at different times, while still maintaining variety
in terms of industries and companies represented. The portfolio
managers will normally sell a stock when it reaches a target price,
its fundamental factors have changed or when other investments
offer better opportunities.
OTHER INVESTMENTS. The fund is permitted, but not required, to use
various types of derivatives (contracts whose value is based on,
for example, indices, currencies or securities). Derivatives may be
used for hedging and for risk management or for non-hedging
purposes to seek to enhance potential gains. The fund may use
derivatives in circumstances where portfolio management believes
they offer an economical means of gaining exposure to a particular
asset class or to keep cash on hand to meet shareholder redemptions
or other needs while maintaining exposure to the market.
In particular, the fund may use futures, currency options and
forward currency transactions.
SECURITIES LENDING. The fund may lend its investment securities in
an amount up to 33 1/3% of its total assets to approved
institutional borrowers who need to borrow securities in order to
complete certain transactions.
12 | DWS Dreman Concentrated Value Fund
THE MAIN RISKS OF INVESTING IN THE FUND
There are several risk factors that could hurt the fund's
performance, cause you to lose money or cause the fund's
performance to trail that of other investments.
FOCUS RISK. A strategy of investing in a limited number of
securities may increase the volatility of the fund's investment
performance compared to a strategy of investing in a larger number
of securities.
NON-DIVERSIFICATION RISK. The fund is classified as non-diversified
under the Investment Company Act of 1940, as amended. This means
that the fund may invest in securities of relatively few issuers.
Thus, the performance of one or a small number of portfolio
holdings can affect overall performance more than if the fund
invested in a larger number of issuers.
STOCK MARKET RISK. The fund is affected by how the stock market
performs. To the extent the fund invests in a particular
capitalization or market sector, the fund's performance may be
proportionately affected by that segment's general performance. When
stock prices fall, you should expect the value of your investment to
fall as well. Because a stock represents ownership in its issuer,
stock prices can be hurt by poor management, shrinking product
demand and other business risks. These factors may affect single
companies as well as groups of companies. In addition, movements in
financial markets may adversely affect a stock's price, regardless
of how well the company performs. The market as a whole may not
favor the types of investments the fund makes, which could affect
the fund's ability to sell them at an attractive price.
SECURITY SELECTION RISK. A risk that pervades all investing is the
risk that the securities in the fund's portfolio may decline in
value.
VALUE INVESTING RISK. At times, "value" investing may perform
better than or worse than other investment styles and the overall
market. If the Advisor overestimates the value or return potential
of one or more common stocks, the fund may underperform the general
equity market. Value stocks may also be out of favor for certain
periods in relation to growth stocks.
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS
This fund is designed for long-term investors who are interested in a large-cap
value fund that invests in a limited number of issuers and who can accept
somewhat higher volatility.
DWS Dreman Concentrated Value Fund | 13
SECURITIES LENDING RISK. Any loss in the market price of securities
loaned by the fund that occurs during the term of the loan would be
borne by the fund and would adversely affect the fund's
performance. Also, there may be delays in recovery of securities
loaned or even a loss of rights in the collateral should the
borrower of the securities fail financially while the loan is
outstanding. However, loans will be made only to borrowers selected
by the fund's delegate after a review of relevant facts and
circumstances, including the creditworthiness of the borrower.
Other factors that could affect performance include:
- portfolio management could be wrong in the analysis of
industries, companies, economic trends, the relative
attractiveness of different securities or other matters.
- foreign securities may be more volatile than their US
counterparts, for reasons such as currency fluctuations and
political and economic uncertainty.
- derivatives could produce disproportionate losses due to a
variety of factors, including the failure of the counterparty to
meet its obligations or unexpected price or interest rate
movements. (See "Secondary Risks" for more information.)
14 | DWS Dreman Concentrated Value Fund
THE FUND'S PERFORMANCE HISTORY
While a fund's past performance (before and after taxes) isn't necessarily a
sign of how it will do in the future, it can be valuable for an investor to
know.
The bar chart shows how the performance of the fund's Institutional Class
shares has varied from year to year, which may give some idea of risk. The
table on the following page shows how fund performance compares to relevant
index performance (which, unlike fund performance, does not reflect fees or
expenses). The performance of both the fund and the index varies over time. All
figures assume reinvestment of dividends and distributions (in the case of
after-tax returns, reinvested net of assumed tax rates).
The table shows returns for Institutional Class shares on a before-tax and
after-tax basis. After-tax returns are estimates calculated using the
historical highest individual federal marginal income tax rates and do not
reflect the impact of state and local taxes. Actual after-tax returns depend on
an investor's tax situation and may differ from those shown in the table.
After-tax returns shown are not relevant for investors who hold their shares
through tax-deferred arrangements, such as 401(k) plans or individual
retirement accounts.
DWS Dreman Concentrated Value Fund
ANNUAL TOTAL RETURN (%) AS OF 12/31 EACH YEAR - Institutional Class
[GRAPHIC APPEARS HERE]
18.94 2.78
2006 2007
FOR THE PERIODS INCLUDED IN THE BAR CHART:
BEST QUARTER: 8.03%, Q2 2007 WORST QUARTER: -4.59%, Q4 2007
DWS Dreman Concentrated Value Fund | 15
AVERAGE ANNUAL TOTAL RETURNS (%) as of 12/31/2007
1 YEAR SINCE INCEPTION*
INSTITUTIONAL CLASS
Return before Taxes 2.78 9.98
Return after Taxes on Distributions 1.28 9.14
Return after Taxes on Distributions
and Sale of Fund Shares 2.88** 8.35
RUSSELL 1000 (Reg. TM) VALUE INDEX (reflects
no deductions for fees, expenses or
taxes) -0.17 10.62
S&P 500 INDEX (reflects no
deductions for fees, expenses or
taxes) 5.49 10.49
* Inception date for the fund was June 2, 2005. Index comparison begins on
May 31, 2005.
** Return after Taxes on Distributions and Sales of Fund Shares is higher
than other return figures for the same period due to a capital loss
occurring upon redmeption resulting in an assumed tax deduction for the
shareholder.
Total return would have been lower had certain expenses not been reduced.
RUSSELL 1000 (Reg. TM) VALUE INDEX is an unmanaged index that consists of
those stocks in the Russell 1000 Index with less-than-average growth
orientation. Russell 1000 (Reg. TM) Index is an unmanaged price-only index of
the 1,000 largest capitalized companies that are domiciled in the US and whose
common stocks are traded.
STANDARD & POOR'S 500 INDEX (S&P 500) is an unmanaged, capitalization-weighted
index of 500 stocks. The index is designed to measure performance of the broad
domestic economy through changes in the aggregate market value of 500 stocks
representing all major industries.
- --------------------------------------------------------------------------------
Current performance may be higher or lower than the performance data quoted
above. For more recent performance information, call your financial advisor or
(800) 730-1313 or visit our Web site at www.dws-scudder.com.
- --------------------------------------------------------------------------------
RETURN AFTER TAXES ON DISTRIBUTIONS assumes that an investor holds fund shares
at the end of the period. The return reflects taxes only on the fund's
distributions and not on a shareholder's gain or loss from selling fund shares.
RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES assumes that an
investor sold his or her fund shares at the end of the period. The return
reflects taxes on both the fund's distributions and a shareholder's gain or
loss from selling fund shares.
16 | DWS Dreman Concentrated Value Fund
HOW MUCH INVESTORS PAY
The table below describes the fees and expenses that you may pay if you buy and
hold fund shares. This information doesn't include any fees that may be charged
by your financial advisor.
FEE TABLE
SHAREHOLDER FEES, paid directly from your investment
_____________________________________________________________________________
Redemption/Exchange Fee on shares
owned less than 15 days (as % of
redemption proceeds) 1 2.00%
ANNUAL OPERATING EXPENSES, deducted from fund assets
_____________________________________________________________________________
Management Fees 0.80%
Distribution and/or Service (12b-1) Fees None
Other Expenses 0.43
TOTAL ANNUAL OPERATING EXPENSES 1.23
Less Expense Waiver/Reimbursement 2 0.17
NET ANNUAL OPERATING EXPENSES 2 1.06
1 This fee is charged on all applicable redemptions or exchanges. Please see
"Policies You Should Know About - Policies about transactions" for further
information.
2 Through February 28, 2009, the Advisor has contractually agreed to waive
all or a portion of its management fee and reimburse or pay certain
operating expenses of the fund so that the total operating expenses will
not exceed 1.06% for Institutional Class shares excluding certain expenses
such as extraordinary expenses, taxes, brokerage and interest.
Based on the costs above (including one year of capped expense in each period),
this example helps you compare the expenses of the fund to those of other
mutual funds. This example assumes the expenses above remain the same. It also
assumes that you invested $10,000, earned 5% annual returns and reinvested all
dividends and distributions. This is only an example; actual expenses will be
different.
EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
Institutional Class $108 $374 $659 $1,474
DWS Dreman Concentrated Value Fund | 17
Institutional Class
ticker symbol KDHIX
fund number 539
DWS DREMAN HIGH RETURN EQUITY FUND
THE FUND'S MAIN INVESTMENT STRATEGY
The fund seeks to achieve a high rate of total return.
Under normal circumstances, the fund invests at least 80% of net
assets, plus the amount of any borrowings for investment purposes,
in equity securities (mainly common stocks). The fund focuses on
stocks of large US companies that are similar in size to the
companies in the S&P 500 Index (as of January 31, 2008, the S&P 500
Index had a median market capitalization of $11.8 billion) and that
the portfolio managers believe are undervalued. The fund intends to
invest primarily in companies whose market capitalizations fall
within the normal range of the Index. Although the fund can invest
in stocks of any economic sector, at times it may emphasize the
financial services sector or other sectors. In fact, it may invest
more than 25% of total assets in a single sector.
The fund may invest up to 20% of total assets in foreign
securities.
The fund's equity investments are mainly common stocks, but may
also include other types of equities such as preferred or
convertible stocks.
The portfolio managers begin by screening for stocks whose
price-to-earnings ratios are below the average for the S&P 500
Index. The portfolio managers then compare a company's stock price
to its book value, cash flow and yield and analyze individual
companies to identify those that are financially sound and appear
to have strong potential for long-term growth and income.
The portfolio managers assemble the fund's portfolio from among the
most attractive stocks, drawing on an analysis of economic outlooks
for various sectors and industries.
The portfolio managers will normally sell a stock when it reaches a
target price, its fundamental factors have changed or when other
investments offer better opportunities.
18 | DWS Dreman High Return Equity Fund
OTHER INVESTMENTS. The fund is permitted, but not required, to use
various types of derivatives (contracts whose value is based on,
for example, indices, currencies or securities). Derivatives may be
used for hedging and for risk management or for non-hedging
purposes to seek to enhance potential gains. The fund may use
derivatives in circumstances where portfolio management believes
they offer an economical means of gaining exposure to a particular
asset class or to keep cash on hand to meet shareholder redemptions
or other needs while maintaining exposure to the market.
In particular, the fund may use futures, currency options and
forward currency transactions.
SECURITIES LENDING. The fund may lend its investment securities in
an amount up to 33 1/3% of its total assets to approved
institutional borrowers who need to borrow securities in order to
complete certain transactions.
THE MAIN RISKS OF INVESTING IN THE FUND
There are several risk factors that could hurt the fund's
performance, cause you to lose money or cause the fund's
performance to trail that of other investments.
STOCK MARKET RISK. The fund is affected by how the stock market
performs. To the extent the fund invests in a particular
capitalization or market sector, the fund's performance may be
proportionately affected by that segment's general performance. When
stock prices fall, you should expect the value of your investment to
fall as well. Because a stock represents ownership in its issuer,
stock prices can be hurt by poor management, shrinking product
demand and other business risks. These factors may affect single
companies as well as groups of companies. In addition, movements in
financial markets may adversely affect a stock's price, regardless
of how well the company performs. The market as a whole may not
favor the types of investments the fund makes, which could affect
the fund's ability to sell them at an attractive price.
SECURITY SELECTION RISK. A risk that pervades all investing is the
risk that the securities in the fund's portfolio may decline in
value.
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS
This fund is designed for long-term investors who are interested in a large-cap
value fund that may focus on certain sectors of the economy.
DWS Dreman High Return Equity Fund | 19
VALUE INVESTING RISK. At times, "value" investing may perform
better than or worse than other investment styles and the overall
market. If the Advisor overestimates the value or return potential
of one or more common stocks, the fund may underperform the general
equity market. Value stocks may also be out of favor for certain
periods in relation to growth stocks.
INDUSTRY RISK. While the fund does not concentrate in any industry
or sector, to the extent that the fund has exposure to a given
industry or sector, any factors affecting that industry or sector
could affect the value of portfolio securities. For example,
manufacturers of consumer goods could be hurt by a rise in
unemployment or technology companies could be hurt by such factors
as market saturation, price competition and rapid obsolescence.
SECURITIES LENDING RISK. Any loss in the market price of securities
loaned by the fund that occurs during the term of the loan would be
borne by the fund and would adversely affect the fund's
performance. Also, there may be delays in recovery of securities
loaned or even a loss of rights in the collateral should the
borrower of the securities fail financially while the loan is
outstanding. However, loans will be made only to borrowers selected
by the fund's delegate after a review of relevant facts and
circumstances, including the creditworthiness of the borrower.
Other factors that could affect performance include:
- portfolio management could be wrong in the analysis of
industries, companies, economic trends, the relative
attractiveness of different securities or other matters.
- foreign securities may be more volatile than their US
counterparts, for reasons such as currency fluctuations and
political and economic uncertainty.
- derivatives could produce disproportionate losses due to a
variety of factors, including the failure of the counterparty to
meet its obligations or unexpected price or interest rate
movements. (See "Secondary Risks" for more information.)
20 | DWS Dreman High Return Equity Fund
THE FUND'S PERFORMANCE HISTORY
While a fund's past performance (before and after taxes) isn't necessarily a
sign of how it will do in the future, it can be valuable for an investor to
know.
The bar chart shows how the performance of the fund's Institutional Class
shares has varied from year to year, which may give some idea of risk. The
table on the following page shows how fund performance compares to relevant
index performance (which, unlike fund performance, does not reflect fees or
expenses). The performance of both the fund and the index varies over time. All
figures assume reinvestment of dividends and distributions (in the case of
after-tax returns, reinvested net of assumed tax rates).
The table shows returns for Institutional Class shares on a before-tax and
after-tax basis. After-tax returns are estimates calculated using the
historical highest individual federal marginal income tax rates and do not
reflect the impact of state and local taxes. Actual after-tax returns depend on
an investor's tax situation and may differ from those shown in the table.
After-tax returns shown are not relevant for investors who hold their shares
through tax-deferred arrangements, such as 401(k) plans or individual
retirement accounts.
DWS Dreman High Return Equity Fund
ANNUAL TOTAL RETURN (%) AS OF 12/31 EACH YEAR - Institutional Class
[GRAPHIC APPEARS HERE]
31.81 13.82 8.08 17.76 -0.84
2003 2004 2005 2006 2007
FOR THE PERIODS INCLUDED IN THE BAR CHART:
BEST QUARTER: 20.52%, Q2 2003 WORST QUARTER: -5.90%, Q1 2003
DWS Dreman High Return Equity Fund | 21
AVERAGE ANNUAL TOTAL RETURNS (%) as of 12/31/2007
1 YEAR 5 YEAR SINCE INCEPTION*
INSTITUTIONAL CLASS
Return before Taxes -0.84 13.62 11.04
Return after Taxes on Distributions -2.72 12.86 10.26
Return after Taxes on Distributions
and Sale of Fund Shares 0.73** 11.78 9.43
S&P 500 INDEX (reflects no deduction
for fees, expenses or taxes) 5.49 12.83 11.27
* Inception date for the Institutional Class was August 19, 2002. Index
comparison begins on August 31, 2002.
** Return after Taxes on Distributions and Sale of Fund Shares is higher
than other return figures for the same period due to a capital loss
occurring upon redemption resulting in an assumed tax deduction for the
shareholder.
Total return would have been lower had certain expenses not been reduced.
STANDARD & POOR'S 500 INDEX (S&P 500) is an unmanaged, capitalization-weighted
index of 500 stocks. The index is designed to measure performance of the broad
domestic economy through changes in the aggregate market value of 500 stocks
representing all major industries.
- --------------------------------------------------------------------------------
Current performance may be higher or lower than the performance data quoted
above. For more recent performance information, call your financial advisor or
(800) 730-1313 or visit our Web site at www.dws-scudder.com.
- --------------------------------------------------------------------------------
RETURN AFTER TAXES ON DISTRIBUTIONS assumes that an investor holds fund shares
at the end of the period. The return reflects taxes only on the fund's
distributions and not on a shareholder's gain or loss from selling fund shares.
RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES assumes that an
investor sold his or her fund shares at the end of the period. The return
reflects taxes on both the fund's distributions and a shareholder's gain or
loss from selling fund shares.
22 | DWS Dreman High Return Equity Fund
HOW MUCH INVESTORS PAY
The table below describes the fees and expenses that you may pay if you buy and
hold fund shares. This information doesn't include any fees that may be charged
by your financial advisor.
FEE TABLE
SHAREHOLDER FEES, paid directly from your investment
_____________________________________________________________________________
Redemption/Exchange Fee on shares
owned less than 15 days (as % of
redemption proceeds) 1 2.00%
ANNUAL OPERATING EXPENSES, deducted from fund assets
_____________________________________________________________________________
Management Fees 0.67%
Distribution and/or Service (12b-1) Fees None
Other Expenses 0.12
TOTAL ANNUAL OPERATING EXPENSES 2 0.79
1 This fee is charged on all applicable redemptions or exchanges. Please see
"Policies You Should Know About - Policies about transactions" for further
information.
2 Through October 20, 2009, the Advisor has contractually agreed to waive all
or a portion of its management fee and reimburse or pay certain operating
expenses of the fund to the extent necessary to maintain the fund's total
operating expenses at 0.83% for Institutional Class shares, excluding
certain expenses such as extraordinary expenses, taxes, brokerage and
interest.
Based on the costs above, this example helps you compare the expenses of the
fund to those of other mutual funds. This example assumes the expenses above
remain the same. It also assumes that you invested $10,000, earned 5% annual
returns and reinvested all dividends and distributions. This is only an
example; actual expenses will be different.
EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
Institutional Class $81 $252 $439 $978
DWS Dreman High Return Equity Fund | 23
Institutional Class
ticker symbol MIDIX
fund number 1417
DWS DREMAN MID CAP VALUE FUND
THE FUND'S MAIN INVESTMENT STRATEGY
The fund seeks long-term capital appreciation.
Under normal circumstances, the fund invests at least 80% of net
assets, plus the amount of any borrowings for investment purposes,
in common stocks of mid-cap companies that the portfolio managers
believe are undervalued, but have favorable prospects for
appreciation. The fund defines mid-cap companies as companies that
have a market capitalization similar to that of the Russell Midcap
(Reg. TM) Value Index with a market capitalization which usually
ranges from $1 billion to $20 billion.
The fund may invest up to 20% of total assets in foreign
securities.
The fund's equity investments are mainly common stocks, but may
also include other types of equities such as preferred or
convertible stocks.
The portfolio managers begin their stock selection process by
screening for stocks of mid-cap companies with below market
price-to-earnings ratios. The portfolio managers then compare the
company's stock price to its book value, cash flow and yield and
analyze individual companies to identify those that are financially
sound and appear to have strong potential for long-term capital
appreciation and dividend growth.
The portfolio managers assemble the fund's portfolio from among the
most attractive stocks, drawing on an analysis of economic outlooks
for various sectors and industries.
The portfolio managers will normally sell a stock when it may no
longer qualify as a mid-cap company, it reaches a target price, its
fundamental factors change or other investments offer better
opportunities.
24 | DWS Dreman Mid Cap Value Fund
OTHER INVESTMENTS. The fund is permitted, but not required, to use
various types of derivatives (contracts whose value is based on,
for example, indices, currencies or securities). Derivatives may be
used for hedging and for risk management or for non-hedging
purposes to seek to enhance potential gains. The fund may use
derivatives in circumstances where portfolio management believes
they offer an economical means of gaining exposure to a particular
asset class or to keep cash on hand to meet shareholder redemptions
or other needs while maintaining exposure to the market.
In particular, the fund may use futures, currency options and
forward currency transactions.
SECURITIES LENDING. The fund may lend its investment securities in
an amount up to 33 1/3% of its total assets to approved
institutional borrowers who need to borrow securities in order to
complete certain transactions.
THE MAIN RISKS OF INVESTING IN THE FUND
There are several risk factors that could hurt the fund's
performance, cause you to lose money or cause the fund's
performance to trail that of other investments.
STOCK MARKET RISK. As with most stock funds, the most important
factor affecting this fund is how the stock market performs (to the
extent the fund invests in a particular market sector, the fund's
performance may be proportionately affected by that segment's
general performance). When stock prices fall, you should expect the
value of your investment to fall as well. Because a stock
represents ownership in its issuer, stock prices can be hurt by
poor management, shrinking product demand and other business risks.
These may affect single companies as well as groups of companies.
In addition, movements in financial markets may adversely affect a
stock's price, regardless of how well the company performs. The
market as a whole may not favor the types of investments the fund
makes and the fund may not be able to get an attractive price for
them.
SECURITY SELECTION RISK. A risk that pervades all investing is the
risk that the securities in the fund's portfolio may decline in
value.
DWS Dreman Mid Cap Value Fund | 25
VALUE INVESTING RISK. At times, "value" investing may perform
better than or worse than other investment styles and the overall
market. If the Advisor overestimates the value or return potential
of one or more common stocks, the fund may underperform the general
equity market. Value stocks may also be out of favor for certain
periods in relation to growth stocks.
MEDIUM-SIZED COMPANY RISK. Medium-sized company stocks tend to
experience steeper price fluctuations - down as well as up - than
stocks of larger companies. A shortage of reliable information -
the same information gap that creates opportunity - can pose added
risk. Industry-wide reversals may have a greater impact on
medium-sized companies, since they usually lack a large company's
financial resources. Medium-sized company stocks are typically less
liquid than large company stocks; when things are going poorly, it
is harder to find a buyer for a medium-sized company's shares.
INDUSTRY RISK. While the fund does not concentrate in any industry
or sector, to the extent that the fund has exposure to a given
industry or sector, any factors affecting that industry or sector
could affect the value of portfolio securities. For example,
manufacturers of consumer goods could be hurt by a rise in
unemployment or technology companies could be hurt by such factors
as market saturation, price competition and rapid obsolescence.
SECURITIES LENDING RISK. Any loss in the market price of securities
loaned by the fund that occurs during the term of the loan would be
borne by the fund and would adversely affect the fund's
performance. Also, there may be delays in recovery of securities
loaned or even a loss of rights in the collateral should the
borrower of the securities fail financially while the loan is
outstanding. However, loans will be made only to borrowers selected
by the fund's delegate after a review of relevant facts and
circumstances, including the creditworthiness of the borrower.
26 | DWS Dreman Mid Cap Value Fund
Other factors that could affect performance include:
- portfolio management could be wrong in the analysis of
industries, companies, economic trends, the relative
attractiveness of different securities or other matters.
- foreign securities may be more volatile than their US
counterparts, for reasons such as currency fluctuations and
political and economic uncertainty.
- derivatives could produce disproportionate losses due to a
variety of factors, including the failure of the counterparty to
meet its obligations or unexpected price or interest rate
movements. (See "Secondary Risks" for more information.)
DWS Dreman Mid Cap Value Fund | 27
THE FUND'S PERFORMANCE HISTORY
While a fund's past performance (before and after taxes) isn't necessarily a
sign of how it will do in the future, it can be valuable for an investor to
know.
The bar chart shows how the performance of the fund's Institutional Class
shares has varied from year to year, which may give some idea of risk. The
table on the following page shows how fund performance compares to relevant
index performance (which, unlike fund performance, does not reflect fees or
expenses). The performance of both the fund and the index varies over time. All
figures assume reinvestment of dividends and distributions (in the case of
after-tax returns, reinvested net of assumed tax rates).
The table shows returns for Institutional Class shares on a before-tax and
after-tax basis. After-tax returns are estimates calculated using the
historical highest individual federal marginal income tax rates and do not
reflect the impact of state and local taxes. Actual after-tax returns depend on
an investor's tax situation and may differ from those shown in the table.
After-tax returns shown are not relevant for investors who hold their shares
through tax-deferred arrangements, such as 401(k) plans or individual
retirement accounts.
DWS Dreman Mid Cap Value Fund
ANNUAL TOTAL RETURN (%) AS OF 12/31 EACH YEAR - Institutional Class
[GRAPHIC APPEARS HERE]
18.45 5.81
2006 2007
FOR THE PERIODS INCLUDED IN THE BAR CHART:
BEST QUARTER: 7.72%, Q2 2007 WORST QUARTER: -3.96%, Q4 2007
28 | DWS Dreman Mid Cap Value Fund
AVERAGE ANNUAL TOTAL RETURNS (%) as of 12/31/2007
1 YEAR SINCE INCEPTION*
INSTITUTIONAL CLASS
Return before Taxes 5.81 10.93
Return after Taxes on Distributions 3.76 9.67
Return after Taxes on Distributions
and Sale of Fund Shares 4.21** 8.77
RUSSELL MIDCAP (Reg. TM) VALUE INDEX
(reflects no deductions for fees,
expenses or taxes) -1.42 8.12
* Inception date for the fund was August 2, 2005. Index comparison begins on
July 31, 2005.
** Return after Taxes on Distributions and Sale of Fund Shares is higher
than other return figures for the same period due to a capital loss
occurring upon redemption resulting in an assumed tax deduction for the
shareholder.
Total return would have been lower had certain expenses not been reduced.
The RUSSELL MIDCAP (Reg. TM) VALUE INDEX is an unmanaged index measuring the
performance of those Russell Midcap companies with lower price-to-book ratios
and lower forecasted growth values. The stocks are also members of the Russell
1000 Value Index.
- --------------------------------------------------------------------------------
Current performance may be higher or lower than the performance data quoted
above. For more recent performance information, call your financial advisor or
(800) 730-1313 or visit our Web site at www.dws-scudder.com.
- --------------------------------------------------------------------------------
RETURN AFTER TAXES ON DISTRIBUTIONS assumes that an investor holds fund shares
at the end of the period. The return reflects taxes only on the fund's
distributions and not on a shareholder's gain or loss from selling fund shares.
RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES assumes that an
investor sold his or her fund shares at the end of the period. The return
reflects taxes on both the fund's distributions and a shareholder's gain or
loss from selling fund shares.
DWS Dreman Mid Cap Value Fund | 29
HOW MUCH INVESTORS PAY
The table below describes the fees and expenses that you may pay if you buy and
hold fund shares. This information doesn't include any fees that may be charged
by your financial advisor.
FEE TABLE
SHAREHOLDER FEES, paid directly from your investment
_____________________________________________________________________________
Redemption/Exchange Fee on shares
owned less than 15 days (as % of
redemption proceeds) 1 2.00%
ANNUAL OPERATING EXPENSES, deducted from fund assets
_____________________________________________________________________________
Management Fees 0.75%
Distribution and/or Service (12b-1) Fees None
Other Expenses 0.47
TOTAL ANNUAL OPERATING EXPENSES 1.22
Less Expense Waiver/Reimbursement 2 0.22
NET ANNUAL OPERATING EXPENSES 2 1.00
1 This fee is charged on all applicable redemptions or exchanges. Please see
"Policies You Should Know About - Policies about transactions" for further
information.
2 Through February 28, 2009, the Advisor has contractually agreed to waive
all or a portion of its management fee and reimburse or pay certain
operating expenses of the fund to the extent necessary to maintain the
fund's total operating expenses at 1.00% excluding certain expenses such as
extraordinary expenses, taxes, brokerage and interest.
Based on the costs above (including one year of capped expenses in each
period), this example helps you compare the expenses of the fund to those of
other mutual funds. This example assumes the expenses above remain the same. It
also assumes that you invested $10,000, earned 5% annual returns and reinvested
all dividends and distributions. This is only an example; actual expenses will
be different.
EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
Institutional Class $102 $365 $649 $ 1,458
30 | DWS Dreman Mid Cap Value Fund
Institutional Class
ticker symbol KDSIX
fund number 545
DWS DREMAN SMALL CAP VALUE FUND
THE FUND'S MAIN INVESTMENT STRATEGY
The fund seeks long-term capital appreciation.
Under normal circumstances, the fund invests at least 80% of net
assets, plus the amount of any borrowings for investment purposes,
in undervalued common stocks of small US companies, which the fund
defines as companies that are similar in market value to those in
the Russell 2000 (Reg. TM) Index (as of January 31, 2008, the
Russell 2000 (Reg. TM) Index had a median market capitalization of
$539 million). The fund intends to invest primarily in companies
whose market capitalizations fall within the normal range of the
Index.
While the fund invests mainly in US stocks, it could invest up to
20% of total assets in foreign securities.
The fund's equity investments are mainly common stocks, but may
also include other types of equities such as preferred or
convertible stocks.
The portfolio managers begin their stock selection process by
screening stocks of small companies with below market
price-to-earnings (P/E) ratios. The managers then seek companies
with a low price compared to the book value, cash flow and yield
and analyze individual companies to identify those that are
fundamentally sound and appear to have strong potential for
earnings and dividend growth over the Index.
From the remaining group, the managers then complete their
fundamental analysis and make their buy decisions from a group of
the most attractive stocks, drawing on an analysis of economic
outlooks for various industries.
The managers will normally sell a stock when it no longer qualifies
as a small company, when its P/E rises above that of the Index, its
fundamentals change or other investments offer better
opportunities.
DWS Dreman Small Cap Value Fund | 31
OTHER INVESTMENTS. The fund is permitted, but not required, to use
various types of derivatives (contracts whose value is based on,
for example, indices, currencies or securities). Derivatives may be
used for hedging and for risk management or for non-hedging
purposes to seek to enhance potential gains. The fund may use
derivatives in circumstances where portfolio management believes
they offer an economical means of gaining exposure to a particular
asset class or to keep cash on hand to meet shareholder redemptions
or other needs while maintaining exposure to the market.
In particular, the fund may use futures, currency options and
forward currency transactions.
SECURITIES LENDING. The fund may lend its investment securities in
an amount up to 33 1/3% of its total assets to approved
institutional borrowers who need to borrow securities in order to
complete certain transactions.
THE MAIN RISKS OF INVESTING IN THE FUND
There are several risk factors that could hurt the fund's
performance, cause you to lose money or cause the fund's
performance to trail that of other investments.
STOCK MARKET RISK. As with most stock funds, the most important
factor affecting this fund is how the stock market performs (to the
extent the fund invests in a particular market sector, the fund's
performance may be proportionately affected by that segment's
general performance). When stock prices fall, you should expect the
value of your investment to fall as well. Because a stock represents
ownership in its issuer, stock prices can be hurt by poor
management, shrinking product demand and other business risks. These
may affect single companies as well as groups of companies. In
addition, movements in financial markets may adversely affect a
stock's price, regardless of how well the company performs. The
market as a whole may not favor the types of investments the fund
makes and the fund may not be able to get an attractive price for
them.
SECURITY SELECTION RISK. A risk that pervades all investing is the
risk that the securities in the fund's portfolio may decline in
value.
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS
This fund is designed for value-oriented investors who are interested in
small-cap market exposure.
32 | DWS Dreman Small Cap Value Fund
VALUE INVESTING RISK. At times, "value" investing may perform
better than or worse than other investment styles and the overall
market. If the Advisor overestimates the value or return potential
of one or more common stocks, the fund may underperform the general
equity market. Value stocks may also be out of favor for certain
periods in relation to growth stocks.
INDUSTRY RISK. While the fund does not concentrate in any industry
or sector, to the extent that the fund has exposure to a given
industry or sector, any factors affecting that industry or sector
could affect the value of portfolio securities. For example,
manufacturers of consumer goods could be hurt by a rise in
unemployment or technology companies could be hurt by such factors
as market saturation, price competition and rapid obsolescence.
SECURITIES LENDING RISK. Any loss in the market price of securities
loaned by the fund that occurs during the term of the loan would be
borne by the fund and would adversely affect the fund's
performance. Also, there may be delays in recovery of securities
loaned or even a loss of rights in the collateral should the
borrower of the securities fail financially while the loan is
outstanding. However, loans will be made only to borrowers selected
by the fund's delegate after a review of relevant facts and
circumstances, including the creditworthiness of the borrower.
Other factors that could affect performance include:
- portfolio management could be wrong in the analysis of
industries, companies, economic trends, the relative
attractiveness of different securities or other matters.
- foreign securities may be more volatile than their US
counterparts, for reasons such as currency fluctuations and
political and economic uncertainty.
- derivatives could produce disproportionate losses due to a
variety of factors, including the failure of the counterparty to
meet its obligations or unexpected price or interest rate
movements. (See "Secondary Risks" for more information.)
DWS Dreman Small Cap Value Fund | 33
THE FUND'S PERFORMANCE HISTORY
While a fund's past performance (before and after taxes) isn't necessarily a
sign of how it will do in the future, it can be valuable for an investor to
know.
The bar chart shows how the performance of the fund's Institutional Class
shares has varied from year to year, which may give some idea of risk. The
table on the following page shows how fund performance compares to relevant
index performance (which, unlike fund performance, does not reflect fees or
expenses). The performance of both the fund and the index varies over time. All
figures assume reinvestment of dividends and distributions (in the case of
after-tax returns, reinvested net of assumed tax rates).
The table shows returns for Institutional Class shares on a before-tax and
after-tax basis. After-tax returns are estimates calculated using the
historical highest individual federal marginal income tax rates and do not
reflect the impact of state and local taxes. Actual after-tax returns depend on
an investor's tax situation and may differ from those shown in the table.
After-tax returns shown are not relevant for investors who hold their shares
through tax-deferred arrangements, such as 401(k) plans or individual
retirement accounts.
DWS Dreman Small Cap Value Fund
ANNUAL TOTAL RETURN (%) AS OF 12/31 EACH YEAR - Institutional Class
[GRAPHIC APPEARS HERE]
43.11 25.85 10.11 24.25 2.83
2003 2004 2005 2006 2007
FOR THE PERIODS INCLUDED IN THE BAR CHART:
BEST QUARTER: 22.34%, Q2 2003 WORST QUARTER: -5.38%, Q1 2003
34 | DWS Dreman Small Cap Value Fund
AVERAGE ANNUAL TOTAL RETURNS (%) as of 12/31/2007
1 YEAR 5 YEAR SINCE INCEPTION*
INSTITUTIONAL CLASS
Return before Taxes 2.83 20.43 17.53
Return after Taxes on Distributions 0.55 19.25 16.39
Return after Taxes on Distributions
and Sale of Fund Shares 3.66** 17.91 15.28
RUSSELL 2000 (Reg. TM) INDEX (reflects no
deductions for fees, expenses or
taxes) -1.57 16.25 14.84
RUSSELL 2000 (Reg. TM) VALUE INDEX (reflects
no deductions for fees, expenses or
taxes) -9.78 15.80 14.18
* Inception date for the Institutional Class was August 19, 2002. Index
comparison begins on August 31, 2002.
** Return after Taxes on Distributions and Sale of Fund Shares is higher
than other return figures for the same period due to a capital loss
occurring upon redemption resulting in an assumed tax deduction for the
shareholder.
RUSSELL 2000 (Reg. TM) INDEX is an unmanaged capitalization-weighted measure
of approximately 2,000 small US stocks.
RUSSELL 2000 (Reg. TM) VALUE INDEX is an unmanaged index measuring the
performance of those Russell 2000 companies with lower price-to-book ratios
and lower forecasted growth values.
- --------------------------------------------------------------------------------
Current performance may be higher or lower than the performance data quoted
above. For more recent performance information, call your financial advisor or
(800) 730-1313 or visit our Web site at www.dws-scudder.com.
- --------------------------------------------------------------------------------
RETURN AFTER TAXES ON DISTRIBUTIONS assumes that an investor holds fund shares
at the end of the period. The return reflects taxes only on the fund's
distributions and not on a shareholder's gain or loss from selling fund shares.
RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES assumes that an
investor sold his or her fund shares at the end of the period. The return
reflects taxes on both the fund's distributions and a shareholder's gain or
loss from selling fund shares.
DWS Dreman Small Cap Value Fund | 35
HOW MUCH INVESTORS PAY
The table below describes the fees and expenses that you may pay if you buy and
hold fund shares. This information doesn't include any fees that may be charged
by your financial advisor.
FEE TABLE
SHAREHOLDER FEES, paid directly from your investment
_____________________________________________________________________________
Redemption/Exchange Fee on shares
owned less than 15 days (as % of
redemption proceeds) 1 2.00%
ANNUAL OPERATING EXPENSES, deducted from fund assets
_____________________________________________________________________________
Management Fees 0.71%
Distribution and/or Service (12b-1) Fees None
Other Expenses 0.15
Acquired Funds (Underlying Funds) Fees
and Expenses 2 0.01
TOTAL ANNUAL OPERATING EXPENSES 0.87
1 This fee is charged on all applicable redemptions or exchanges. Please see
"Policies You Should Know About - Policies about transactions" for further
information.
2 The amount indicated is based on the indirect net expenses associated with
the fund's investment in the underlying funds for the fiscal year ended
November 30, 2007.
Based on the costs above, this example helps you compare the expenses of the
fund to those of other mutual funds. This example assumes the expenses above
remain the same. It also assumes that you invested $10,000, earned 5% annual
returns and reinvested all dividends and distributions. This is only an
example; actual expenses will be different.
EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
Institutional Class $89 $278 $482 $1,073
36 | DWS Dreman Small Cap Value Fund
OTHER POLICIES AND SECONDARY RISKS
While the previous pages describe the main points of each fund's
strategy and risks, there are a few other issues to know about:
- Although major changes tend to be infrequent, each fund's Board
could change a fund's investment objective without seeking
shareholder approval. However, the Board will provide
shareholders with at least 60 days' notice prior to making any
changes to each fund's (except DWS Dreman Concentrated Value
Fund) 80% investment policy as described herein.
- As a temporary defensive measure, each fund could shift up to 50%
of assets into investments such as money market securities. This
could prevent losses, but, while engaged in a temporary defensive
position, a fund will not be pursuing its investment objective.
However, portfolio management may choose not to use these
strategies for various reasons, even in volatile market
conditions.
- Each fund may trade actively. This could raise transaction costs
(thus lowering return) and could mean distributions at higher tax
rates.
Secondary risks
The risk disclosure below applies to each fund, unless otherwise
noted.
DERIVATIVES RISK. Risks associated with derivatives include the risk
that the derivative is not well correlated with the security, index
or currency to which it relates; the risk that derivatives may
result in losses or missed opportunities; the risk that the fund
will be unable to sell the derivative because of an illiquid
secondary market; the risk that a counterparty is unwilling or
unable to meet its obligation; and the risk that the derivative
transaction could expose the fund to the effects of leverage, which
could increase the fund's exposure to the market and magnify
potential losses. There is no guarantee that derivatives, to the
extent employed, will have the intended effect, and their use could
cause lower returns or even losses to the fund. The use of
derivatives by the fund to hedge risk may reduce the opportunity for
gain by offsetting the positive effect of favorable price movements.
Other Policies and Secondary Risks | 37
PRICING RISK. At times, market conditions may make it difficult to
value some investments, and the fund may use certain valuation
methodologies for some of its investments, such as fair value
pricing. Given the subjective nature of such valuation
methodologies, it is possible that the value determined for an
investment may be different than the value realized upon such
investment's sale. If the fund has valued its securities too highly,
you may pay too much for fund shares when you buy into the fund. If
the fund has underestimated the price of its securities, you may not
receive the full market value when you sell your fund shares.
IPO RISK. Securities purchased in initial public offerings (IPOs)
may be very volatile, rising and falling rapidly, often based, among
other reasons, on investor perceptions rather than on economic
reasons. Additionally, investments in IPOs may magnify the fund's
performance if it has a small asset base. The fund is less likely to
experience a similar impact on its performance as its assets grow
because it is unlikely that the fund will be able to obtain
proportionately larger IPO allocations.
For more information
This prospectus doesn't tell you about every policy or risk of
investing in each fund.
If you want more information on each fund's allowable securities and
investment practices and the characteristics and risks of each one,
you may want to request a copy of the Statement of Additional
Information (the back cover tells you how to do this).
Keep in mind that there is no assurance that a fund will achieve its
objective.
A complete list of each fund's portfolio holdings is posted as of
the month-end on www.dws-scudder.com (the Web site does not form a
part of this prospectus) on or after the last day of the following
month. This posted information generally remains accessible at least
until the date on which a fund files its Form N-CSR or N-Q with the
Securities and Exchange Commission for the period that includes the
date as of which the posted information is current. In addition,
each fund's top ten equity holdings and other fund information is
posted on www.dws-scudder.com as of the calendar quarter-end on or
38 | Other Policies and Secondary Risks
after the 15th day following quarter-end. Each fund's Statement of
Additional Information includes a description of a fund's policies
and procedures with respect to the disclosure of a fund's portfolio
holdings.
WHO MANAGES AND OVERSEES THE FUNDS
The investment advisor
Deutsche Investment Management Americas Inc. ("DIMA" or the
"Advisor"), with headquarters at 345 Park Avenue, New York, NY
10154, is the investment advisor for each fund. Under the oversight
of the Board, the Advisor, or a subadvisor, makes investment
decisions, buys and sells securities for each fund and conducts
research that leads to these purchase and sale decisions. The
Advisor provides a full range of global investment advisory services
to institutional and retail clients.
DWS Scudder is part of Deutsche Asset Management, which is the
marketing name in the US for the asset management activities of
Deutsche Bank AG, DIMA, Deutsche Bank Trust Company Americas and DWS
Trust Company.
Deutsche Asset Management is a global asset management organization
that offers a wide range of investing expertise and resources,
including hundreds of portfolio managers and analysts and an office
network that reaches the world's major investment centers. This
well-resourced global investment platform brings together a wide
variety of experience and investment insight across industries,
regions, asset classes and investing styles.
The Advisor is an indirect, wholly owned subsidiary of Deutsche Bank
AG. Deutsche Bank AG is a major global banking institution that is
engaged in a wide range of financial services, including investment
management, mutual funds, retail, private and commercial banking,
investment banking and insurance.
Who Manages and Oversees the Funds | 39
MANAGEMENT FEE. The Advisor receives a management fee from each
fund. Below are the actual rates paid by each fund for the most
recent fiscal year, as a percentage of each fund's average daily net
assets.
FUND NAME FEE PAID
DWS Large Cap Value Fund 0.46 %
DWS Dreman Concentrated Value Fund 0.54%*
DWS Dreman High Return Equity Fund 0.67 %
DWS Dreman Mid Cap Value Fund 0.51%*
DWS Dreman Small Cap Value Fund 0.71 %
* Reflects the effects of expense limitations and/or fee waivers
then in effect.
Effective April 25, 2007, DWS Large Cap Value Fund pays the Advisor
under a new investment management agreement a fee, calculated daily
and paid monthly, at the annual rate of 0.425% of the fund's average
daily net assets up to $1.5 billion, 0.400% of the next $500
million, 0.375% of the next $1 billion, 0.350% of the next $1
billion, 0.325% of the next $1 billion and 0.300% thereafter.
A discussion regarding the basis for the Board's approval of each
fund's investment management agreement and, as applicable,
subadvisory agreement, is contained in the most recent shareholder
reports for the annual period ended November 30 (see "Shareholder
reports" on the back cover).
The Advisor provides administrative services to DWS Large Cap Value
Fund under a separate administrative services agreement between the
fund and the Advisor. The funds, other than DWS Large Cap Value
Fund, each pay the Advisor for providing most of each fund's
administrative services under each fund's investment management
agreement.
40 | Who Manages and Oversees the Funds
The Subadvisors
Subadvisor for DWS Dreman Concentrated Value Fund, DWS Dreman High
Return Equity Fund, DWS Dreman Mid Cap Value Fund and DWS Dreman
Small Cap Value Fund
The subadvisor for DWS Dreman Concentrated Value Fund, DWS Dreman
High Return Equity Fund, DWS Dreman Mid Cap Value Fund and DWS
Dreman Small Cap Value Fund is Dreman Value Management, L.L.C.
("DVM"), 520 East Cooper Avenue, Suite 230-4, Aspen, CO 81611. DVM
was founded in 1977 and currently manages over $18.9 billion in
assets, which is primarily comprised of institutional accounts and
investment companies managed by the advisor. Pursuant to a
subadvisory agreement with DIMA, DVM performs some of the functions
of the Advisor, including making each fund's investment decisions
and buying and selling securities for each fund.
Subadvisor for DWS Large Cap Value Fund
The subadvisor for DWS Large Cap Value Fund is Deutsche Asset
Management International GmbH ("DeAMi"), Mainzer Landstrasse
178-190, Frankfurt am Main, Germany. DeAMi renders investment
advisory and management services to the fund. DeAMi is an investment
advisor registered with the Securities and Exchange Commission and
currently manages over $60 billion in assets, which is primarily
comprised of institutional accounts and investment companies. DeAMi
is a subsidiary of Deutsche Bank AG. DIMA compensates DeAMi out of
the management fee it receives from the fund.
Who Manages and Oversees the Funds | 41
Portfolio management
Each fund is managed by a team of investment professionals who collaborate to
develop and implement each fund's investment strategy. Each portfolio manager
on the teams has authority over all aspects of a fund's investment portfolio,
including but not limited to, purchases and sales of individual securities,
portfolio construction techniques, portfolio risk assessment and the management
of daily cash flows in accordance with the portfolio holdings.
The following people handle the day-to-day management of each fund:
DWS DREMAN HIGH RETURN EQUITY FUND
David N. Dreman
Chairman and Chief Investment Officer of Dreman Value Management, L.L.C. and
Lead Portfolio Manager.
- - Began investment career in 1957.
- - Joined the fund team in 1998.
- - Founder, Dreman Value Management, L.L.C.
F. James Hutchinson
President of Dreman Value Management, L.L.C. and Portfolio Manager.
- - Joined Dreman Value Management, L.L.C. in 2000.
- - Executive Vice President responsible for Marketing.
- - Began investment career in 1986.
- - Member of Investment Policy Committee.
- - Joined the fund team in 2001.
- - Prior to joining Dreman Value Management, L.L.C., 30 years of experience in
finance and trust/investment management with the Bank of New York.
E. Clifton Hoover, Jr.
Portfolio Manager.
- - Joined Dreman Value Management, L.L.C. in 2006 as a Managing Director and
Co-Chief Investment Officer of Large Cap Value Strategy.
- - Prior to joining Dreman Value Management, L.L.C., Managing Director and a
Portfolio Manager at NFJ Investment Group since 1997; Vice President -
Corporate Finance at Credit Lyonnais, 1992-1997; Financial Analyst at
Citibank, 1990-1992; and Credit Analyst/Corporate Loan Officer for
RepublicBank (now Bank of America), 1985-1990.
- - Over 21 years of investment industry experience.
- - Joined the fund team in 2006.
- - MS, Texas Tech University.
DWS LARGE CAP VALUE FUND
Thomas Schuessler, PhD
Director of Deutsche Asset Management and Portfolio Manager.
- - Joined Deutsche Asset Management in 2001 after 5 years at Deutsche Bank
where he managed various products and worked in the office of the Chairman
of the Management Board.
- - US and Global Fund Management: Frankfurt.
- - Joined the fund team in 2007.
- - PhD, University of Heidelberg, studies in physics and economics at
University of Heidelberg and University of Utah.
42 | Who Manages and Oversees the Funds
DWS DREMAN MID CAP VALUE FUND
David N. Dreman
Chairman and Chief Investment Officer of Dreman Value Management, L.L.C. and
Co-Lead Portfolio Manager.
- - Began investment career in 1957.
- - Joined the fund team in 2005.
- - Founder, Dreman Value Management, L.L.C.
F. James Hutchinson
President of Dreman Value Management, L.L.C. and Co-Lead Portfolio Manager.
- - Joined Dreman Value Management, L.L.C. in 2000.
- - Executive Vice President responsible for Marketing.
- - Began investment career in 1986.
- - Member of Investment Policy Committee.
- - Joined the fund team in 2006.
- - Prior to joining Dreman Value Management, L.L.C., 30 years of experience in
finance and trust/investment management with the Bank of New York.
Mark Roach
Co-Lead Portfolio Manager.
- - Joined Dreman Value Management, L.L.C. in November 2006 as a Managing
Director and Portfolio Manager of Small and Mid Cap products.
- - Joined the fund team in 2006.
- - Prior to that, Portfolio Manager at Vaughan Nelson Investment Management,
managing a small cap product from 2002 through 2006; security analyst from
1997 to 2001 for various institutions including Fifth Third Bank, Lynch,
Jones & Ryan and USAA.
- - BS, Baldwin Wallace College; MBA, University of Chicago.
DWS DREMAN SMALL CAP VALUE FUND
David N. Dreman
Chairman and Chief Investment Officer of Dreman Value Management, L.L.C. and
Lead Portfolio Manager.
- - Began investment career in 1957.
- - Joined the fund team in 2002.
- - Founder, Dreman Value Management, L.L.C.
Mark Roach
Portfolio Manager.
- - Joined Dreman Value Management, L.L.C. in November 2006 as a Managing
Director and Portfolio Manager of Small and Mid Cap products.
- - Joined the fund team in 2006.
- - Prior to that, Portfolio Manager at Vaughan Nelson Investment Management,
managing a small cap product from 2002 through 2006; security analyst from
1997 to 2001 for various institutions including Fifth Third Bank, Lynch,
Jones & Ryan and USAA.
- - BS, Baldwin Wallace College; MBA, University of Chicago.
E. Clifton Hoover, Jr.
Portfolio Manager.
- - Joined Dreman Value Management, L.L.C. in 2006 as a Managing Director and
Co-Chief Investment Officer of Large Cap Value Strategy.
- - Prior to joining Dreman Value Management, L.L.C., Managing Director and a
Portfolio Manager at NFJ Investment Group since 1997; Vice President -
Corporate Finance at Credit Lyonnais, 1992-1997; Financial Analyst at
Citibank, 1990-1992; and Credit Analyst/Corporate Loan Officer for
RepublicBank (now Bank of America), 1985-1990.
- - Over 21 years of investment industry experience.
- - Joined the fund team in 2006.
- - MS, Texas Tech University.
Who Manages and Oversees the Funds | 43
DWS DREMAN CONCENTRATED VALUE FUND
David N. Dreman
Chairman and Chief Investment Officer of Dreman Value Management, L.L.C. and
Lead Portfolio Manager.
- - Began investment career in 1957.
- - Joined the fund team in 2005.
- - Founder, Dreman Value Management, L.L.C.
F. James Hutchinson
President of Dreman Value Management, L.L.C. and Portfolio Manager.
- - Joined Dreman Value Management, L.L.C. in 2000.
- - Executive Vice President responsible for Marketing.
- - Began investment career in 1986.
- - Member of Investment Policy Committee.
- - Joined the fund team in 2005.
- - Prior to joining Dreman Value Management, L.L.C., 30 years of experience in
finance and trust/investment management with the Bank of New York.
E. Clifton Hoover, Jr.
Portfolio Manager.
- - Joined Dreman Value Management, L.L.C. in 2006 as a Managing Director and
Co-Chief Investment Officer of Large Cap Value Strategy.
- - Prior to joining Dreman Value Management, L.L.C., Managing Director and a
Portfolio Manager at NFJ Investment Group since 1997; Vice President -
Corporate Finance at Credit Lyonnais, 1992-1997; Financial Analyst at
Citibank, 1990-1992; and Credit Analyst/Corporate Loan Officer for
RepublicBank (now Bank of America), 1985-1990.
- - Over 21 years of investment industry experience.
- - Joined the fund team in 2006.
- - MS, Texas Tech University.
Each fund's Statement of Additional Information provides additional information
about a portfolio manager's investments in each fund, a description of the
portfolio management compensation structure and information regarding other
accounts managed.
44 | Who Manages and Oversees the Funds
FINANCIAL HIGHLIGHTS
The financial highlights are designed to help you understand recent financial
performance. The figures in the first part of each table are for a single
share. The total return figures represent the percentage that an investor in a
fund would have earned (or lost), assuming all dividends and distributions were
reinvested. This information has been audited by Ernst & Young LLP, independent
registered public accounting firm, whose report, along with each fund's
financial statements, is included in each fund's annual report (see
"Shareholder reports" on the back cover).
DWS Large Cap Value Fund - Institutional Class
YEARS ENDED NOVEMBER 30, 2007 2006 2005 2004 2003
SELECTED PER SHARE DATA
- ----------------------------------------------------------------------------------------------------------------------- --
NET ASSET VALUE, BEGINNING OF PERIOD $ 24.44 $ 22.91 $ 22.19 $ 19.98 $ 17.13
- ------------------------------------------ -------- --------- -------- -------- --------
Income (loss) from investment
operations:
Net investment income (loss)a .38 .46c .42 .37 .32
__________________________________________ ________ _________ ________ ________ ________
Net realized and unrealized gain
(loss) 2.35 2.64 .79 2.17 2.83
- ------------------------------------------ -------- --------- -------- -------- --------
TOTAL FROM INVESTMENT OPERATIONS 2.73 3.10 1.21 2.54 3.15
__________________________________________ ________ _________ ________ ________ ________
Less distributions from:
Net investment income ( .46) ( .42) ( .49) ( .33) ( .30)
__________________________________________ ________ _________ ________ ________ ________
Net realized gains ( 2.15) ( 1.15) - - -
__________________________________________ ________ _________ ________ ________ ________
TOTAL DISTRIBUTIONS ( 2.61) ( 1.57) ( .49) ( .33) ( .30)
__________________________________________ ________ _________ ________ ________ ________
Redemption fees .00* .00* .00* - -
- ------------------------------------------ -------- --------- -------- -------- --------
NET ASSET VALUE, END OF PERIOD $ 24.56 $ 24.44 $ 22.91 $ 22.19 $ 19.98
- ------------------------------------------ -------- --------- -------- -------- --------
Total Return (%) 12.13c 14.45b,c 5.64b 12.65b 18.73
- ------------------------------------------ -------- --------- -------- -------- --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
- ----------------------------------------------------------------------------------------------------------------------- --
Net assets, end of period ($ millions) 61 53 35 8 13
__________________________________________ ________ _________ ________ ________ ________
Ratio of expenses before expense
reductions (%) .58 .66 .68 .94 .87
__________________________________________ ________ _________ ________ ________ ________
Ratio of expenses after expense
reductions (%) .57 .64 .66 .86 .87
__________________________________________ ________ _________ ________ ________ ________
Ratio of net investment income (loss)
(%) 1.63 2.03c 1.91 1.74 1.83
__________________________________________ ________ _________ ________ ________ ________
Portfolio turnover rate (%) 86 76 56 39 69
- ------------------------------------------ -------- --------- -------- -------- --------
a Based on average shares outstanding during the period.
b Total return would have been lower had certain expenses not been reduced.
c Includes non-recurring income from the Advisor recorded as a result of an
administrative proceeding regarding disclosure of brokerage allocation
practices in connection with sales of DWS Scudder Funds. The non-recurring
income resulted in an increase in net investment income of $0.033 per share
and an increase in the ratio of net investment income of 0.14%. Excluding
this non-recurring income, total return would have been 0.14% lower.
* Amount is less than $.005.
Financial Highlights | 45
DWS Dreman Concentrated Value Fund - Institutional Class
YEARS ENDED NOVEMBER 30, 2007 2006 2005a
SELECTED PER SHARE DATA
- ------------------------------------------------------------------------------- -
NET ASSET VALUE, BEGINNING OF PERIOD $ 11.96 $ 10.08 $ 10.00
- ------------------------------------------------- -------- -------- --------
Income (loss) from investment operations:
Net investment income b .22 .21 .07
_________________________________________________ ________ ________ ________
Net realized and unrealized gain (loss) .42 1.87 .01
- ------------------------------------------------- -------- -------- --------
TOTAL FROM INVESTMENT OPERATIONS .64 2.08 .08
_________________________________________________ ________ ________ ________
Less distributions from:
Net investment income ( .21) ( .20) -
_________________________________________________ ________ ________ ________
Net realized gains ( .08) - -
_________________________________________________ ________ ________ ________
TOTAL DISTRIBUTIONS ( .29) ( .20) -
_________________________________________________ ________ ________ ________
Redemption fees .00*** .00*** .00***
- ------------------------------------------------- -------- -------- --------
NET ASSET VALUE, END OF PERIOD $ 12.31 $ 11.96 $ 10.08
- ------------------------------------------------- -------- -------- --------
Total Return (%)c 5.38 20.94 .80**
- ------------------------------------------------- -------- -------- --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------- --------
Net assets, end of period ($ millions) 6 6 1
_________________________________________________ ________ ________ ________
Ratio of expenses before expense reductions (%) 1.23 1.50 2.52*
_________________________________________________ ________ ________ ________
Ratio of expenses after expense reductions (%) .94 .93d 1.41*
_________________________________________________ ________ ________ ________
Ratio of net investment income (loss) (%) 1.79 1.84 1.43*
_________________________________________________ ________ ________ ________
Portfolio turnover rate (%) 58 38 5
- ------------------------------------------------- -------- -------- --------
a For the period from June 2, 2005 (commencement of operations) to November
30, 2005.
b Based on average shares outstanding during the period.
c Total return would have been lower had certain expenses not been reduced.
d The ratio of operating expenses includes reimbursement of the Fund's
organizational and offering costs incurred since inception of the Fund. The
ratio without this reimbursement would have been 1.05%.
* Annualized
** Not annualized
*** Amount is less than $.005.
46 | Financial Highlights
DWS Dreman High Return Equity Fund - Institutional Class
YEARS ENDED NOVEMBER 30, 2007 2006 2005 2004 2003
SELECTED PER SHARE DATA
- ----------------------------------------------------------------------------------------------------------------- --
NET ASSET VALUE, BEGINNING OF PERIOD $ 50.80 $ 44.38 $ 41.25 $ 36.46 $ 30.14
- ---------------------------------------- -------- -------- -------- -------- --------
Income (loss) from investment
operations:
Net investment income a 1.10 1.00 .82 .71 .69
________________________________________ ________ ________ ________ ________ ________
Net realized and unrealized gain
(loss) .01 7.19 3.04 4.81 6.30
- ---------------------------------------- -------- -------- -------- -------- --------
TOTAL FROM INVESTMENT OPERATIONS 1.11 8.19 3.86 5.52 6.99
________________________________________ ________ ________ ________ ________ ________
Less distributions from:
Net investment income ( 1.14) ( .82) ( .73) ( .73) ( .67)
________________________________________ ________ ________ ________ ________ ________
Net realized gains ( .42) ( .95) - - -
________________________________________ ________ ________ ________ ________ ________
TOTAL DISTRIBUTIONS ( 1.56) ( 1.77) ( .73) ( .73) ( .67)
________________________________________ ________ ________ ________ ________ ________
Redemption fees .00* .00* .00* - -
- ---------------------------------------- -------- -------- -------- -------- --------
NET ASSET VALUE, END OF PERIOD $ 50.35 $ 50.80 $ 44.38 $ 41.25 $ 36.46
- ---------------------------------------- -------- -------- -------- -------- --------
Total Return (%) 2.13 18.69b 9.43 15.33 23.58
- ---------------------------------------- -------- -------- -------- -------- --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
- ----------------------------------------------------------------------------------------------------------------- --
Net assets, end of period ($ millions) 928 914 574 116 88
________________________________________ ________ ________ ________ ________ ________
Ratio of expenses before expense
reductions (%) .79 .83 .79 .83 .92
________________________________________ ________ ________ ________ ________ ________
Ratio of expenses after expense
reductions (%) .79 .80 .79 .83 .92
________________________________________ ________ ________ ________ ________ ________
Ratio of net investment income (%) 2.12 2.09 1.89 1.85 2.22
________________________________________ ________ ________ ________ ________ ________
Portfolio turnover rate (%) 27 32 9 10 14
- ---------------------------------------- -------- -------- -------- -------- --------
a Based on average shares outstanding during the period.
b Total return would have been lower had certain expenses not been reduced.
* Amount is less than $.005.
Financial Highlights | 47
DWS Dreman Mid Cap Value Fund - Institutional Class
YEARS ENDED NOVEMBER 30, 2007 2006 2005a
SELECTED PER SHARE DATA
- ------------------------------------------------------------------------------- -
NET ASSET VALUE, BEGINNING OF PERIOD $ 12.01 $ 10.06 $ 10.00
- ------------------------------------------------- -------- -------- --------
Income (loss) from investment operations:
Net investment income (loss)b .15 .13 ( .00)***
_________________________________________________ ________ ________ ________
Net realized and unrealized gain (loss) .78 1.88 .06
- ------------------------------------------------- -------- -------- --------
TOTAL FROM INVESTMENT OPERATIONS .93 2.01 .06
_________________________________________________ ________ ________ ________
Less distributions from:
Net investment income ( .13) ( .06) -
_________________________________________________ ________ ________ ________
Net realized gains ( .15) - -
_________________________________________________ ________ ________ ________
TOTAL DISTRIBUTIONS ( .28) ( .06) -
_________________________________________________ ________ ________ ________
Redemption fees .00*** .00*** .00***
- ------------------------------------------------- -------- -------- --------
NET ASSET VALUE, END OF PERIOD $ 12.66 $ 12.01 $ 10.06
- ------------------------------------------------- -------- -------- --------
Total Return (%)c 7.86 20.06 .60**
- ------------------------------------------------- -------- -------- --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------- --------
Net assets, end of period ($ millions) 7 7 .6
_________________________________________________ ________ ________ ________
Ratio of expenses before expense reductions (%) 1.22 2.23 6.38*
_________________________________________________ ________ ________ ________
Ratio of expenses after expense reductions (%) .98 0.90d 2.46*
_________________________________________________ ________ ________ ________
Ratio of net investment income (loss) (%) 1.16 1.21 ( .16)*
_________________________________________________ ________ ________ ________
Portfolio turnover rate (%) 82 34 10
- ------------------------------------------------- -------- -------- --------
a For the period from August 2, 2005 (commencement of operations) to November
30, 2005.
b Based on average shares outstanding during the period.
c Total return would have been lower had certain expenses not been reduced.
d The ratio of operating expenses includes reimbursement of the Fund's
organizational and offering cost incurred since the inception of the Fund.
The ratio without this reimbursement would have been 1.19%.
* Annualized
** Not annualized
*** Amount is less than $.005.
48 | Financial Highlights
DWS Dreman Small Cap Value Fund - Institutional Class
YEARS ENDED NOVEMBER 30, 2007 2006 2005 2004 2003
SELECTED PER SHARE DATA
- ------------------------------------------------------------------------------------------------------------------ --
NET ASSET VALUE, BEGINNING OF PERIOD $ 40.58 $ 35.61 $ 32.10 $ 25.31 $ 18.48
- ------------------------------------------ -------- -------- -------- -------- --------
Income (loss) from investment
operations:
Net investment income (loss)a .28 .25 .27 .20 .26
__________________________________________ ________ ________ ________ ________ ________
Net realized and unrealized gain
(loss) .93 8.18 3.53 6.81 6.71
- ------------------------------------------ -------- -------- -------- -------- --------
TOTAL FROM INVESTMENT OPERATIONS 1.21 8.43 3.80 7.01 6.97
__________________________________________ ________ ________ ________ ________ ________
Less distributions from:
Net investment income ( .04) ( .32) - ( .22) ( .14)
__________________________________________ ________ ________ ________ ________ ________
Net realized gains ( 2.11) ( 3.14) ( .29) - -
__________________________________________ ________ ________ ________ ________ ________
TOTAL DISTRIBUTIONS ( 2.15) ( 3.46) ( .29) ( .22) ( .14)
__________________________________________ ________ ________ ________ ________ ________
Redemption fees .00* .00* .00* - -
- ------------------------------------------ -------- -------- -------- -------- --------
NET ASSET VALUE, END OF PERIOD $ 39.64 $ 40.58 $ 35.61 $ 32.10 $ 25.31
- ------------------------------------------ -------- -------- -------- -------- --------
Total Return (%) 3.14 25.88 11.91 27.91 38.07
- ------------------------------------------ -------- -------- -------- -------- --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------------------------------------------ --
Net assets, end of period ($ millions) 123 109 34 15 .619
__________________________________________ ________ ________ ________ ________ _________
Ratio of expenses (%) .86 .85 .95 .88 .85
__________________________________________ ________ ________ ________ ________ _________
Ratio of net investment income (loss)
(%) .75 .73 .84 .76 1.49
__________________________________________ ________ ________ ________ ________ _________
Portfolio turnover rate (%) 60 48 67 64 67
- ------------------------------------------ -------- -------- -------- -------- ---------
a Based on average shares outstanding during the period.
* Amount is less than $.005.
Financial Highlights | 49
HOW TO INVEST IN THE FUNDS
THE FOLLOWING PAGES TELL YOU HOW TO INVEST IN A FUND AND WHAT TO EXPECT AS A
SHAREHOLDER. The following pages also tell you about many of the services,
choices and benefits of being a shareholder. You'll also find information on
how to check the status of your account using the method that's most convenient
for you.
If you're investing directly with DWS Scudder, all of this information applies
to you. If you're investing through a "third party provider" - for example, a
workplace retirement plan, financial supermarket or financial advisor - your
provider may have its own policies or instructions and you should follow those.
You can find out more about the topics covered here by speaking with your
FINANCIAL ADVISOR OR A REPRESENTATIVE OF YOUR WORKPLACE RETIREMENT PLAN OR
OTHER INVESTMENT PROVIDER.
Buying and Selling INSTITUTIONAL CLASS Shares
You may buy Institutional Class shares through your securities
dealer or through any financial institution that is authorized to
act as a shareholder servicing agent ("financial advisor"). Contact
them for details on how to place and pay for your order. Your
financial advisor may also receive compensation from the Advisor
and/or its affiliates. For more information, please see "Financial
intermediary support payments."
You may also buy Institutional Class shares by sending your check
(along with a completed account application) directly to DWS Scudder
Investments Service Company (the "transfer agent"). Your purchase
order may not be accepted if a fund withdraws the offering of fund
shares, the sale of fund shares has been suspended or if it is
determined that your purchase would be detrimental to the interests
of a fund's shareholders.
Eligibility requirements
You may buy Institutional Class shares if you are any of the
following:
- An eligible institution (e.g., a financial institution,
corporation, trust, estate or educational, religious or
charitable institution).
- An employee benefit plan with assets of at least $50 million.
- A registered investment advisor or financial planner purchasing
on behalf of clients and charging an asset-based or
hourly fee.
- A client of the private banking division of Deutsche Bank AG.
- A current or former director or trustee of the Deutsche or DWS
mutual funds.
- An employee, the employee's spouse or life partner and children
or stepchildren age 21 or younger of Deutsche Bank or its
affiliates or a subadvisor to any fund in the DWS family of funds
or a broker-dealer authorized to sell shares in the funds.
Investment minimum
Your initial investment must be for at least $1,000,000. There are
no minimum subsequent investment requirements.
The minimum initial investment is waived for:
Buying and Selling Institutional Class Shares | 51
- Shareholders with existing accounts prior to August 13, 2004 who
met the previous minimum investment eligibility requirement.
- Investment advisory affiliates of Deutsche Bank Securities, Inc.,
DWS funds or Deutsche funds purchasing shares for the accounts of
their investment advisory clients.
- Employee benefit plans with assets of at least $50 million.
- Clients of the private banking division of Deutsche Bank AG.
- Institutional clients and qualified purchasers that are clients
of a division of Deutsche Bank AG.
- A current or former director or trustee of the Deutsche or DWS
mutual funds.
- An employee, the employee's spouse or life partner and children
or stepchildren age 21 or younger of Deutsche Bank or its
affiliates or a subadvisor to any fund in the DWS family of funds
or a broker-dealer authorized to sell shares of the funds.
- DWS Dreman High Return Equity Fund and DWS Dreman Small Cap Value
Fund shareholders with existing Institutional Class accounts
prior to July 23, 2007 who purchased shares through certain
broker-dealers authorized to sell fund shares.
- Registered investment advisors who trade through platforms
approved by the Advisor and whose client assets in the fund in
the aggregate meet (or, in the Advisor's judgment, will meet
within a reasonable period of time) the $1,000,000 minimum
investment.
Each fund reserves the right to modify the above eligibility
requirements and investment minimum at any time.
How to contact the transfer agent
BY PHONE: (800) 730-1313
FIRST INVESTMENTS DWS Scudder Investments Service Company
BY MAIL: P.O. Box 219210
Kansas City, MO 64121-9210
ADDITIONAL DWS Scudder Investments Service Company
INVESTMENTS BY P.O. Box 219210
MAIL: Kansas City, MO 64121-9210
BY OVERNIGHT MAIL: DWS Scudder Investments Service Company
210 West 10th Street
Kansas City, MO 64105-1614
52 | Buying and Selling Institutional Class Shares
You can reach the automated information line, 24 hours a day,
7 days a week by calling (800) 621-1048.
How to open your fund account
MAIL: Complete and sign the account application that
accompanies this prospectus. (You may obtain
additional applications by calling the transfer agent.)
Mail the completed application along with a check
payable to the fund you have selected to the transfer
agent. Be sure to include the fund number. The
applicable addresses are shown under "How to
contact the transfer agent."
WIRE: Call the transfer agent to set up a wire account.
FUND NAME AND Please use the complete fund name. Refer to "The
FUND NUMBER: Fund's Main Investment Strategy" above for the fund
number.
Please note that your account cannot become activated until we
receive a completed account application.
How to BUY and SELL shares
MAIL:
BUYING: Send your check, payable to the fund you have selected, to
the transfer agent. Be sure to include the fund number and your
account number on your check. If you are investing in more than one
fund, make your check payable to "DWS Scudder" and include your
account number, the names and numbers of the funds you have
selected, and the dollar amount or percentage you would like
invested in each fund. Mailing addresses are shown under "How to
contact the transfer agent."
SELLING: Send a signed letter to the transfer agent with your name,
your fund number and account number, the fund's name, and either the
number of shares you wish to sell or the dollar amount you wish to
receive. See "Signature Guarantee" for any applicable additional
requirements. Unless exchanging into another DWS fund, you must
submit a written authorization to sell shares in a retirement
account.
Buying and Selling Institutional Class Shares | 53
WIRE:
BUYING: You may buy shares by wire only if your account is
authorized to do so. Please note that you or your financial advisor
must call Institutional Investment Services at (800) 730-1313 to
notify us in advance of a wire transfer purchase. After you inform
Institutional Investment Services of the amount of your purchase,
you will receive a trade confirmation number. Instruct your bank to
send payment by wire using the wire instructions noted below. All
wires must be received by 4:00 p.m. Eastern time the next business
day following your purchase. If your wire is not received by 4:00
p.m. Eastern time on the next business day after the fund receives
your request to purchase shares, your transaction will be canceled
at your expense and risk.
BANK NAME: State Street Bank Boston
ROUTING NO: 011000028
ATTN: DWS Scudder
DDA NO: 9903-5552
FBO: (Account name) (Account number)
CREDIT: (Fund name, Fund number and, if applicable, class
name) (see "How to open your fund account")
Refer to your account statement for the account name and number.
Wire transfers normally take two or more hours to complete. Wire
transfers may be restricted on holidays and at certain other times.
SELLING: You may sell shares by wire only if your account is
authorized to do so. You will be paid for redeemed shares by wire
transfer of funds to your financial advisor or bank upon receipt of
a duly authorized redemption request as promptly as feasible. For
your protection, you may not change the destination bank account
over the phone. To sell by wire, contact your financial advisor or
Institutional Investment Services at (800) 730-1313. After you
inform Institutional Investment Services of the amount of your
redemption, you will receive a trade confirmation number. The
minimum redemption by wire is $1,000. We must receive your order by
4:00 p.m. Eastern time to wire your account the next business day.
54 | Buying and Selling Institutional Class Shares
TELEPHONE TRANSACTIONS:
You may place orders to buy and sell over the phone by calling your
financial advisor or Institutional Investment Services at (800)
730-1313. If your shares are in an account with the transfer agent,
you may (1) redeem by check in an amount up to $100,000, or by wire
(minimum $1,000), or (2) exchange the shares for Institutional
shares of another DWS fund by calling the transfer agent.
You may make regular investments from a bank checking account. For
more information on setting up an automatic investment plan or
payroll investment plan, call Institutional Investment Services at
(800) 730-1313.
Financial intermediary support payments
The Advisor, DWS Scudder Distributors, Inc. (the "Distributor")
and/or their affiliates may pay additional compensation, out of
their own assets and not as an additional charge to each fund, to
selected affiliated and unaffiliated brokers, dealers, participating
insurance companies or other financial intermediaries ("financial
advisors") in connection with the sale and/or distribution of fund
shares or the retention and/or servicing of fund investors and fund
shares ("revenue sharing"). Such revenue sharing payments are in
addition to any distribution or service fees payable under any Rule
12b-1 or service plan of each fund, any record keeping/sub-transfer
agency/networking fees payable by each fund (generally through the
Distributor or an affiliate) and/or the Distributor to certain
financial advisors for performing such services and any sales
charge, commissions, non-cash compensation arrangements expressly
permitted under applicable rules of the Financial Industry
Regulatory Authority or other concessions described in the fee table
or elsewhere in this prospectus or the Statement of Additional
Information as payable to all financial advisors. For example, the
Advisor, the Distributor and/or their affiliates may compensate
financial advisors for providing a fund with "shelf space" or access
to a third party platform or fund offering list or other marketing
programs, including, without limitation, inclusion of the fund on
preferred or recommended sales lists, mutual fund "supermarket"
platforms and other formal sales programs; granting the Distributor
access to the financial
Buying and Selling Institutional Class Shares | 55
advisor's sales force; granting the Distributor access to the
financial advisor's conferences and meetings; assistance in training
and educating the financial advisor's personnel; and obtaining other
forms of marketing support.
The level of revenue sharing payments made to financial advisors may
be a fixed fee or based upon one or more of the following factors:
gross sales, current assets and/or number of accounts of each fund
attributable to the financial advisor, the particular fund or fund
type or other measures as agreed to by the Advisor, the Distributor
and/or their affiliates and the financial advisors or any
combination thereof. The amount of these revenue sharing payments is
determined at the discretion of the Advisor, the Distributor and/or
their affiliates from time to time, may be substantial, and may be
different for different financial advisors based on, for example,
the nature of the services provided by the financial advisor.
The Advisor, the Distributor and/or their affiliates currently make
revenue sharing payments from their own assets in connection with
the sale and/or distribution of DWS Fund shares or the retention
and/or servicing of investors and DWS Fund shares to financial
advisors in amounts that generally range from .01% up to .50% of
assets of each fund serviced and maintained by the financial
advisor, .10% to .25% of sales of each fund attributable to the
financial advisor, a flat fee of $12,500 up to $500,000, or any
combination thereof. These amounts are subject to change at the
discretion of the Advisor, the Distributor and/or their affiliates.
Receipt of, or the prospect of receiving, this additional
compensation may influence your financial advisor's recommendation
of each fund or of any particular share class of each fund. You
should review your financial advisor's compensation disclosure
and/or talk to your financial advisor to obtain more information on
how this compensation may have influenced your financial advisor's
recommendation of each fund. Additional information regarding these
revenue sharing payments is included in each fund's Statement of
Additional Information, which is available to you on request at no
charge (see the back cover of this prospectus for more information
on how to request a copy of the Statement of Additional
Information).
The Advisor, the Distributor and/or their affiliates may also make
such revenue sharing payments to financial advisors under the terms
discussed above in connection with the distribution of both DWS
funds and non-DWS funds by financial advisors to
56 | Buying and Selling Institutional Class Shares
retirement plans that obtain record keeping services from ADP, Inc.
on the DWS Scudder branded retirement plan platform (the "Platform")
with the level of revenue sharing payments being based upon sales of
both the DWS funds and the non-DWS funds by the financial advisor on
the Platform or current assets of both the DWS funds and the non-DWS
funds serviced and maintained by the financial advisor on the
Platform.
It is likely that broker-dealers that execute portfolio transactions
for each fund will include firms that also sell shares of the DWS
funds to their customers. However, the Advisor will not consider
sales of DWS fund shares as a factor in the selection of
broker-dealers to execute portfolio transactions for the DWS funds.
Accordingly, the Advisor has implemented policies and procedures
reasonably designed to prevent its traders from considering sales of
DWS fund shares as a factor in the selection of broker-dealers to
execute portfolio transactions for each fund. In addition, the
Advisor, the Distributor and/or their affiliates will not use fund
brokerage to pay for their obligation to provide additional
compensation to financial advisors as described above.
POLICIES YOU SHOULD KNOW ABOUT
Along with the information on the previous pages, the policies below
may affect you as a shareholder. Some of this information, such as
the section on distributions and taxes, applies to all investors,
including those investing through a financial advisor.
If you are investing through a financial advisor or through a
retirement plan, check the materials you received from them about
how to buy and sell shares because particular financial advisors or
other intermediaries may adopt policies, procedures or limitations
that are separate from those described by a fund. Please note that a
financial advisor may charge fees separate from those charged by a
fund and may be compensated by a fund.
Keep in mind that the information in this prospectus applies only to
the shares offered herein. Other share classes are described in
separate prospectuses and have different fees, requirements and
services.
Policies You Should Know About | 57
In order to reduce the amount of mail you receive and to help reduce
expenses, we generally send a single copy of any shareholder report
and prospectus to each household. If you do not want the mailing of
these documents to be combined with those for other members of your
household, please contact your financial advisor or call (800)
730-1313.
DWS DREMAN SMALL CAP VALUE FUND. Effective December 29, 2006, DWS
Dreman Small Cap Value Fund was closed to new investors except as
described below. Unless you fit into one of the investor eligibility
categories described below, you may not invest in the fund.
You may purchase fund shares through your existing fund account and
reinvest dividends and capital gains if, as of 4:00 p.m. Eastern
time December 29, 2006, you were:
- a current fund shareholder; or
- a participant in any group retirement, employee stock bonus,
pension or profit sharing plan that offers the fund as an
investment option.
New accounts may be opened for:
- transfers of shares from existing accounts in this fund
(including IRA rollovers);
- Officers, Trustees and Directors of the DWS Funds, and full-time
employees and their family members of DIMA and its affiliates;
- any group retirement, employee stock bonus, pension or profit
sharing plan using the Flex subaccount recordkeeping system made
available through ADP Inc. under an alliance with DWS Scudder
Distributors, Inc. ("DWS-SDI") ("Flex Plans");
- any group retirement, employee stock bonus, pension or profit
sharing plan, other than a Flex Plan, that includes the fund as
an investment option as of December 29, 2006;
- purchases through any comprehensive or "wrap" fee program or
other fee based program; or
- accounts managed by DIMA, any advisory products offered by DIMA
or DWS-SDI and the portfolios of DWS Allocation Series or other
fund of funds managed by DIMA or its affiliates.
58 | Policies You Should Know About
Except as otherwise noted, these restrictions apply to investments
made directly with DWS-SDI, the fund's principal underwriter or
through an intermediary relationship with a financial services firm
established with respect to the DWS Funds as of December 29, 2006.
Institutions that maintain omnibus account arrangements are not
allowed to open new sub-accounts for new investors, unless the
investor is one of the types listed above. Once an account is
closed, new investments will not be accepted unless you satisfy one
of the investor eligibility categories listed above.
Exchanges will not be permitted unless the exchange is being made
into an existing fund account.
DWS-SDI may, at its discretion, require appropriate documentation
that shows an investor is eligible to purchase fund shares.
The fund may resume sales of shares to additional investors at a
future date, but has no present intention to do so.
Policies about transactions
EACH FUND IS OPEN FOR BUSINESS each day the New York Stock Exchange
is open. Each fund calculates its share price for each class every
business day, as of the close of regular trading on the New York
Stock Exchange (typically 4:00 p.m. Eastern time, but sometimes
earlier, as in the case of scheduled half-day trading or unscheduled
suspensions of trading). You can place an order to buy or sell
shares at any time.
To help the government fight the funding of terrorism and money
laundering activities, federal law requires all financial
institutions to obtain, verify and record information that
identifies each person who opens an account. What this means to you:
When you open an account, we will ask for your name, address, date
of birth and other information that will allow us to identify you.
Some or all of this information will be used to verify the identity
of all persons opening an account.
We might request additional information about you (which may include
certain documents, such as articles of incorporation for companies)
to help us verify your identity and, in some cases, the information
and/or documents may be required to conduct the verification. The
information and documents will be used solely to verify your
identity.
Policies You Should Know About | 59
We will attempt to collect any missing required and requested
information by contacting you or your financial advisor. If we are
unable to obtain this information within the time frames established
by each fund, then we may reject your application and order.
Each fund will not invest your purchase until all required and
requested identification information has been provided and your
application has been submitted in "good order." After we receive all
the information, your application is deemed to be in good order and
we accept your purchase, you will receive the net asset value per
share next calculated.
If we are unable to verify your identity within time frames
established by each fund, after a reasonable effort to do so, you
will receive written notification.
With certain limited exceptions, only US residents may invest in
each fund.
Because orders placed through a financial advisor must be forwarded
to the transfer agent before they can be processed, you'll need to
allow extra time. Your financial advisor should be able to tell you
approximately when your order will be processed. It is the
responsibility of your financial advisor to forward your order to
the transfer agent in a timely manner.
SUB-MINIMUM BALANCES. Each fund may redeem your shares and close
your account on 60 days' notice if it fails to meet the minimum
account balance requirement of $1,000,000 ($250,000 for shareholders
with existing accounts prior to August 13, 2004) for any reason
other than a change in market value.
MARKET TIMING POLICIES AND PROCEDURES. Short-term and excessive
trading of fund shares may present risks to long-term shareholders,
including potential dilution in the value of fund shares,
interference with the efficient management of a fund's portfolio
(including losses on the sale of investments), taxable gains to
remaining shareholders and increased brokerage and administrative
costs. These risks may be more pronounced if a fund invests in
certain securities, such as those that trade in foreign markets, are
illiquid or do not otherwise have "readily available market
quotations." Certain investors may seek to employ short-term trading
strategies aimed at exploiting variations in portfolio valuation
that arise from the nature of the
60 | Policies You Should Know About
securities held by a fund (e.g., "time zone arbitrage"). Each fund
discourages short-term and excessive trading and has adopted
policies and procedures that are intended to detect and deter
short-term and excessive trading.
Pursuant to its policies, each fund will impose a 2% redemption fee
on fund shares held for less than a specified holding period
(subject to certain exceptions discussed below under "Redemption
fees"). Each fund also reserves the right to reject or cancel a
purchase or exchange order for any reason without prior notice. For
example, a fund may in its discretion reject or cancel a purchase or
an exchange order even if the transaction is not subject to the
specific roundtrip transaction limitation described below if the
Advisor believes that there appears to be a pattern of short-term or
excessive trading activity by a shareholder or deems any other
trading activity harmful or disruptive to a fund. Each fund, through
its Advisor and transfer agent, will measure short-term and
excessive trading by the number of roundtrip transactions within a
shareholder's account during a rolling 12-month period. A
"roundtrip" transaction is defined as any combination of purchase
and redemption activity (including exchanges) of the same fund's
shares. Each fund may take other trading activity into account if a
fund believes such activity is of an amount or frequency that may be
harmful to long-term shareholders or disruptive to portfolio
management.
Shareholders are limited to four roundtrip transactions in the same
DWS Fund (excluding money market funds) over a rolling 12-month
period. Shareholders with four or more roundtrip transactions in the
same DWS Fund within a rolling 12-month period generally will be
blocked from making additional purchases of, or exchanges into, that
DWS Fund. Each fund has sole discretion whether to remove a block
from a shareholder's account. The rights of a shareholder to redeem
shares of a DWS Fund are not affected by the four roundtrip
transaction limitation, but all redemptions remain subject to each
fund's redemption fee policy (see "Redemption fees" described
below).
Policies You Should Know About | 61
Each fund may make exceptions to the roundtrip transaction policy
for certain types of transactions if, in the opinion of the Advisor,
the transactions do not represent short-term or excessive trading or
are not abusive or harmful to a fund, such as, but not limited to,
systematic transactions, required minimum retirement distributions,
transactions initiated by a fund or administrator and transactions
by certain qualified fund-of-fund(s).
In certain circumstances where shareholders hold shares of a fund
through a financial intermediary, the fund may rely upon the
financial intermediary's policy to deter short-term or excessive
trading if the Advisor believes that the financial intermediary's
policy is reasonably designed to detect and deter transactions that
are not in the best interests of a fund. A financial intermediary's
policy relating to short-term or excessive trading may be more or
less restrictive than the DWS Funds' policy, may permit certain
transactions not permitted by the DWS Funds' policies, or prohibit
transactions not subject to the DWS Funds' policies.
The Advisor may also accept undertakings from a financial
intermediary to enforce short-term or excessive trading policies on
behalf of a fund that provide a substantially similar level of
protection for each fund against such transactions. For example,
certain financial intermediaries may have contractual, legal or
operational restrictions that prevent them from blocking an account.
In such instances, the financial intermediary may use alternate
techniques that the Advisor considers to be a reasonable substitute
for such a block.
In addition, if a fund invests some portion of its assets in foreign
securities, it has adopted certain fair valuation practices intended
to protect the fund from "time zone arbitrage" with respect to its
foreign securities holdings and other trading practices that seek to
exploit variations in portfolio valuation that arise from the nature
of the securities held by a fund. (See "How each fund calculates
share price.")
There is no assurance that these policies and procedures will be
effective in limiting short-term and excessive trading in all cases.
For example, the Advisor may not be able to effectively monitor,
detect or limit short-term or excessive trading by underlying
shareholders that occurs through omnibus accounts maintained by
broker-dealers or other financial intermediaries. The Advisor
62 | Policies You Should Know About
reviews trading activity at the omnibus level to detect short-term
or excessive trading. If the Advisor has reason to suspect that
short-term or excessive trading is occurring at the omnibus level,
the Advisor will contact the financial intermediary to request
underlying shareholder level activity. Depending on the amount of
fund shares held in such omnibus accounts (which may represent most
of a fund's shares) short-term and/or excessive trading of fund
shares could adversely affect long-term shareholders in a fund. If
short-term or excessive trading is identified, the Advisor will take
appropriate action.
Each fund's market timing policies and procedures may be modified or
terminated at any time.
REDEMPTION FEES. Each fund imposes a redemption fee of 2% of the
total redemption amount (calculated at net asset value) on all fund
shares redeemed or exchanged within 15 days of buying them (either
by purchase or exchange). The redemption fee is paid directly to
each fund and is designed to encourage long-term investment and to
offset transaction and other costs associated with short-term or
excessive trading. For purposes of determining whether the
redemption fee applies, shares held the longest time will be treated
as being redeemed first and shares held the shortest time will be
treated as being redeemed last.
The redemption fee is applicable to fund shares purchased either
directly or through a financial intermediary, such as a
broker-dealer. Transactions through financial intermediaries
typically are placed with a fund on an omnibus basis and include
both purchase and sale transactions placed on behalf of multiple
investors. These purchase and sale transactions are generally netted
against one another and placed on an aggregate basis; consequently
the identities of the individuals on whose behalf the transactions
are placed generally are not known to a fund. For this reason, each
fund has undertaken to notify financial intermediaries of their
obligation to assess the redemption fee on customer accounts and to
collect and remit the proceeds to each fund. However, due to
operational requirements, the intermediaries' methods for tracking
and calculating the fee may be inadequate or differ in some respects
from each fund's.
The redemption fee will not be charged in connection with the
following exchange or redemption transactions: (i) transactions on
behalf of participants in certain research wrap programs; (ii)
transactions on behalf of a shareholder to return any excess IRA
Policies You Should Know About | 63
contributions to the shareholder; (iii) transactions on behalf of a
shareholder to effect a required minimum distribution on an IRA;
(iv) transactions on behalf of any mutual fund advised by the
Advisor and its affiliates (e.g., "funds of funds") or, in the case
of a master/feeder relationship, redemptions by the feeder fund from
the master portfolio; (v) transactions on behalf of certain
unaffiliated mutual funds operating as funds of funds; (vi)
transactions following death or disability of any registered
shareholder, beneficial owner or grantor of a living trust with
respect to shares purchased before death or disability; (vii)
transactions involving hardship of any registered shareholder;
(viii) systematic transactions with pre-defined trade dates for
purchases, exchanges or redemptions, such as automatic account
rebalancing, or loan origination and repayments; (ix) transactions
involving shares purchased through the reinvestment of dividends or
other distributions; (x) transactions involving shares transferred
from another account in the same fund or converted from another
class of the same fund (the redemption fee period will carry over to
the acquired shares); (xi) transactions initiated by a fund or
administrator (e.g., redemptions for not meeting account minimums,
to pay account fees funded by share redemptions, or in the event of
the liquidation or merger of the fund); or (xii) transactions in
cases when there are legal or contractual limitations or
restrictions on the imposition of the redemption fee (as determined
by a fund or its agents in their sole discretion). It is
the policy of the DWS funds to permit approved fund platform
providers to execute transactions within the funds without the
imposition of a redemption fee if such providers have implemented
alternative measures that are determined by the Advisor to provide
controls on short-term and excessive trading that are comparable to
the DWS funds' policies.
THE AUTOMATED INFORMATION LINE IS AVAILABLE 24 HOURS A DAY BY
CALLING (800) 621-1048. You can use our automated phone services to
get information on DWS funds generally and on accounts held directly
at DWS Scudder.
QUICKBUY AND QUICKSELL let you set up a link between a DWS fund
account and a bank account. Once this link is in place, you can move
money between the two with a phone call. You'll need to make sure
your bank has Automated Clearing House (ACH) services. Transactions
take two to three days to be
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS
The DWS Scudder Web site can be a valuable resource for shareholders with
Internet access. Go to WWW.DWS-SCUDDER.COM to get up-to-date information, review
balances or even place orders for exchanges.
64 | Policies You Should Know About
completed and there is a $50 minimum and a $250,000 maximum. To set
up QuickBuy or QuickSell on a new account, see the account
application; to add it to an existing account, call (800) 730-1313.
TELEPHONE AND ELECTRONIC TRANSACTIONS. Generally, you are
automatically entitled to telephone and electronic transaction
privileges, but you may elect not to have them when you open your
account or by contacting Institutional Investment Services at (800)
730-1313 at a later date.
Since many transactions may be initiated by telephone or
electronically, it's important to understand that as long as we take
reasonable steps to ensure that an order to purchase or redeem
shares is genuine, such as recording calls or requesting
personalized security codes or other information, we are not
responsible for any losses that may occur as a result. For
transactions conducted over the Internet, we recommend the use of a
secure Internet browser. In addition, you should verify the accuracy
of your confirmation statements immediately after you receive them.
EACH FUND DOES NOT ISSUE SHARE CERTIFICATES. However, if you
currently have shares in certificated form, you must include the
share certificates properly endorsed or accompanied by a duly
executed stock power when exchanging or redeeming shares. You may
not exchange or redeem shares in certificate form by telephone or
via the Internet.
WHEN YOU ASK US TO SEND OR RECEIVE A WIRE, please note that while we
don't charge a fee to send or receive wires, it's possible that your
bank may do so. Wire transactions are generally completed within 24
hours. Each fund can only send wires of $1,000 or more and accept
wires of $50 or more.
EACH FUND ACCEPTS PAYMENT FOR SHARES ONLY IN US DOLLARS by check,
bank or Federal Funds wire transfer or by electronic bank transfer.
Please note that a fund does not accept cash, money orders,
traveler's checks, starter checks, third party checks (except checks
for retirement plan asset transfers and rollovers or for Uniform
Gifts to Minors Act/Uniform Transfers to Minors Act accounts),
checks drawn on foreign banks or checks issued by credit card
companies or Internet-based companies. Thus, subject to the
foregoing exceptions for certain third party checks, checks that are
otherwise permissible must be drawn by the account holder on a
domestic bank and must be payable to a fund.
Policies You Should Know About | 65
IF YOU PAY FOR SHARES BY CHECK and the check fails to clear, or if
you order shares by phone and fail to pay for them by 4:00 p.m.
Eastern time the next business day, we have the right to cancel your
order, hold you liable or charge you or your account for any losses
or fees the fund or its agents have incurred. To sell shares, you
must state whether you would like to receive the proceeds by wire or
check.
SIGNATURE GUARANTEE. When you want to sell more than $100,000 worth
of shares or send proceeds to a third party or to a new address,
you'll usually need to place your order in writing and include a
signature guarantee. However, if you want money wired to a bank
account that is already on file with us, you don't need a signature
guarantee. Also, generally you don't need a signature guarantee for
an exchange, although we may require one in certain other
circumstances.
A signature guarantee is simply a certification of your signature -
a valuable safeguard against fraud. You can get a signature
guarantee from an eligible guarantor institution, including
commercial banks, savings and loans, trust companies, credit unions,
member firms of a national stock exchange or any member or
participant of an approved signature guarantor program. Note that
you can't get a signature guarantee from a notary public and we must
be provided the original guarantee.
SELLING SHARES OF TRUST ACCOUNTS AND BUSINESS OR ORGANIZATION
ACCOUNTS may require additional documentation. Please call (800)
730-1313 or contact your financial advisor for more information.
MONEY FROM SHARES YOU SELL is normally sent out within one business
day of when your order is processed (not when it is received),
although it could be delayed for up to seven days. There are other
circumstances when it could be longer, including, but not limited
to, when you are selling shares you bought recently by check or ACH
(the funds will be placed under a 10 calendar day hold to ensure
good funds) or when unusual circumstances prompt the SEC to allow
further delays. Certain expedited redemption processes may also be
delayed when you are selling recently purchased shares or in the
event of closing of the Federal Reserve Bank's wire payment system.
In addition, each fund reserves the right to suspend or postpone
redemptions as permitted pursuant to Section 22(e) of the Investment
Company Act of 1940. Generally, those
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS
If you ever have difficulty placing an order by phone or Internet, you can send
us your order in writing.
66 | Policies You Should Know About
circumstances are when 1) the New York Stock Exchange is closed
other than customary weekend or holiday closings; 2) trading on the
New York Stock Exchange is restricted; 3) an emergency exists which
makes the disposal of securities owned by a fund or the fair
determination of the value of a fund's net assets not reasonably
practicable; or 4) the SEC, by order, permits the suspension of the
right of redemption. Redemption payments by wire may also be delayed
in the event of a non-routine closure of the Federal Reserve wire
payment system. For additional rights reserved by each fund, please
see "Other rights we reserve."
You may obtain additional information about other ways to sell your
shares by contacting your financial advisor.
ACCOUNT STATEMENTS. We or your financial advisor will generally
furnish you with a written confirmation of every transaction that
affects your account balance. You will also receive periodic
statements reflecting the balances in your account.
How each fund calculates share price
To calculate net asset value, or NAV, each share class uses the
following equation:
TOTAL ASSETS - TOTAL LIABILITIES
----------------------------------------- = NAV
TOTAL NUMBER OF SHARES OUTSTANDING
The price at which you buy and sell shares is the NAV.
EACH FUND CHARGES A REDEMPTION FEE EQUAL TO 2.00% of the value of
shares redeemed or exchanged within 15 days of purchase. Please see
"Policies about transactions - Redemption fees" for further
information.
WE TYPICALLY VALUE SECURITIES USING INFORMATION FURNISHED BY AN
INDEPENDENT PRICING SERVICE OR MARKET QUOTATIONS, WHERE APPROPRIATE.
However, we may use methods approved by a fund's Board, such as a
fair valuation model, which are intended to reflect fair value when
pricing service information or market quotations are not readily
available or when a security's value or a meaningful portion of the
value of a fund's portfolio is believed to have been materially
affected by a significant event, such as a natural disaster, an
economic event like a bankruptcy filing, or a substantial
fluctuation in domestic or foreign markets that has occurred between
the close of the exchange or market on which the security is
principally traded (for example, a foreign
Policies You Should Know About | 67
exchange or market) and the close of the New York Stock Exchange. In
such a case, a fund's value for a security is likely to be different
from the last quoted market price or pricing service information. In
addition, due to the subjective and variable nature of fair value
pricing, it is possible that the value determined for a particular
asset may be materially different from the value realized upon such
asset's sale. It is expected that the greater the percentage of fund
assets that is invested in non-US securities, the more extensive
will be a fund's use of fair value pricing. This is intended to
reduce a fund's exposure to "time zone arbitrage" and other harmful
trading practices. (See "Market timing policies and procedures.")
TO THE EXTENT THAT A FUND INVESTS IN SECURITIES THAT ARE TRADED
PRIMARILY IN FOREIGN MARKETS, the value of its holdings could change
at a time when you aren't able to buy or sell fund shares. This is
because some foreign markets are open on days or at times when a
fund doesn't price its shares. (Note that prices for securities that
trade on foreign exchanges can change significantly on days when the
New York Stock Exchange is closed and you cannot buy or sell fund
shares. Price changes in the securities a fund owns may ultimately
affect the price of fund shares the next time the NAV is
calculated.)
Other rights we reserve
You should be aware that we may do any of the following:
- withdraw or suspend the offering of shares at any time
- withhold a portion of your distributions and redemption proceeds
for federal income tax purposes if we have been notified by the
IRS that you are subject to backup withholding or if you fail to
provide us with a correct taxpayer ID number and certain
certifications including certification that you are not subject
to backup withholding
- reject a new account application if you don't provide any
required or requested identifying information, or for any other
reason
68 | Policies You Should Know About
- refuse, cancel, limit or rescind any purchase order, without
prior notice; freeze any account (meaning you will not be able to
purchase fund shares in your account); suspend account services;
and/or involuntarily redeem your account if we think that the
account is being used for fraudulent or illegal purposes; one or
more of these actions will be taken when, at our sole discretion,
they are deemed to be in a fund's best interests or when a fund is
requested or compelled to do so by governmental authority or by
applicable law
- close and liquidate your account if we are unable to verify your
identity, or for other reasons; if we decide to close your
account, your fund shares will be redeemed at the net asset value
per share next calculated after we determine to close your
account (less any applicable redemption fee); you may recognize a
gain or loss on the redemption of your fund shares and you may
incur a tax liability
- pay you for shares you sell by "redeeming in kind," that is, by
giving you securities (which typically will involve brokerage
costs for you to liquidate) rather than cash, but which will be
taxable to the same extent as a redemption for cash; a fund
generally won't make a redemption in kind unless your requests
over a 90-day period total more than $250,000 or 1% of the value
of a fund's net assets, whichever is less
- change, add or withdraw various services, fees and account
policies (for example, we may adjust a fund's investment minimums
at any time)
Policies You Should Know About | 69
UNDERSTANDING DISTRIBUTIONS AND TAXES
Each fund intends to distribute to its shareholders virtually all of
its net earnings. Each fund can earn money in two ways: by receiving
interest, dividends or other income from securities it holds and by
selling securities for more than it paid for them. (Each fund's
earnings are separate from any gains or losses stemming from your
own purchase and sale of shares.) Each fund may not always pay a
dividend or distribution for a given period.
DWS Large Cap Value Fund, DWS Dreman Concentrated Value Fund and DWS
Dreman High Return Equity Fund each intends to pay dividends to
shareholders quarterly. These funds also intend to pay distributions
annually in December. DWS Dreman Mid Cap Value Fund and DWS Dreman
Small Cap Value Fund each intends to pay dividends and distributions
to shareholders annually in December.
Dividends or distributions declared to shareholders of record in the
last quarter of a given calendar year are treated for federal income
tax purposes as if they were received on December 31 of that year,
provided such dividends or distributions are paid by the end of the
following January.
For federal income tax purposes, income and capital gains
distributions are generally taxable to shareholders. However,
dividends and distributions received by retirement plans qualifying
for tax exemption under federal income tax laws generally will not
be taxable.
YOU CAN CHOOSE HOW TO RECEIVE YOUR DIVIDENDS AND DISTRIBUTIONS. You
can have them all automatically reinvested in fund shares (at NAV),
all deposited directly to your bank account or all sent to you by
check, have one type reinvested and the other sent to you by check
or have them invested in a different fund. Tell us your preference
on your application. If you don't indicate a preference, your
dividends and distributions will all be reinvested in shares of the
fund without a sales charge (if applicable). Distributions are
treated the same for federal income tax purposes whether you receive
them in cash or reinvest them in additional shares. For
employer-sponsored qualified plans, and retirement plans,
reinvestment (at NAV) is the only option.
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS
Because each shareholder's tax situation is unique, ask your tax professional
about the tax consequences of your investments, including any state and local
tax consequences.
70 | Understanding Distributions and Taxes
BUYING, SELLING OR EXCHANGING FUND SHARES WILL USUALLY HAVE FEDERAL
INCOME TAX CONSEQUENCES FOR YOU (except in employer-sponsored
qualified plans, IRAs or other tax-advantaged accounts). Your sale
of shares may result in a capital gain or loss. The gain or loss
will be long-term or short-term depending on how long you owned the
shares that were sold. For federal income tax purposes, an exchange
is treated the same as a sale.
THE FEDERAL INCOME TAX STATUS of a fund's earnings you receive and
your own fund transactions generally depends on their type:
GENERALLY TAXED AT LONG-TERM GENERALLY TAXED AT ORDINARY
CAPITAL GAIN RATES: INCOME RATES:
DISTRIBUTIONS FROM A FUND
- - gains from the sale of - gains from the sale of
securities held (or treated as securities held by a fund for
held) by a fund for more than one year or less
one year - all other taxable income
- - qualified dividend income
TRANSACTIONS INVOLVING FUND
SHARES
- - gains from selling fund - gains from selling fund
shares held for more than shares held for one year or
one year less
ANY DIRECT INVESTMENTS IN FOREIGN SECURITIES BY A FUND MAY BE
SUBJECT TO FOREIGN WITHHOLDING TAXES. In that case, a fund's yield
on those securities would generally be decreased. Shareholders
generally will not be entitled to claim a credit or deduction with
respect to foreign taxes paid by the fund. In addition, any
investments in foreign securities or foreign currencies may increase
or accelerate a fund's recognition of ordinary income and may affect
the timing or amount of the fund's distributions. If you invest in a
fund through a taxable account, your after-tax return could be
negatively impacted.
To the extent that a fund invests in certain debt obligations or
certain other securities, investments in these obligations or
securities may cause a fund to recognize taxable income in excess of
the cash generated by such obligations. Thus, a fund could be
required at times to liquidate other investments in order to satisfy
its distribution requirements.
Understanding Distributions and Taxes | 71
For taxable years beginning before January 1, 2011, distributions to
individuals and other noncorporate shareholders of investment income
designated by a fund as derived from qualified dividend income are
eligible for taxation for federal income tax purposes at the more
favorable long-term capital gain rates. Qualified dividend income
generally includes dividends from domestic and some foreign
corporations. It does not include income from investments in debt
securities or, generally, from REITs. In addition, a fund must meet
certain holding period and other requirements with respect to the
dividend-paying stocks in its portfolio and the shareholder must
meet certain holding period and other requirements with respect to a
fund's shares for the lower tax rates to apply.
For taxable years beginning before January 1, 2011, the maximum
federal income tax rate imposed on long-term capital gains
recognized by individuals and other noncorporate shareholders has
been reduced to 15%. For taxable years beginning on or after January
1, 2011, the long-term capital gain rate is scheduled to return to
20%.
YOUR FUND WILL SEND YOU DETAILED FEDERAL INCOME TAX INFORMATION
EVERY JANUARY. These statements tell you the amount and the federal
income tax classification of any dividends or distributions you
received. They also have certain details on your purchases and sales
of shares.
IF YOU INVEST RIGHT BEFORE A FUND PAYS A DIVIDEND, you'll be getting
some of your investment back as a taxable dividend. You can avoid
this by investing after a fund declares a dividend. In
tax-advantaged retirement accounts you do not need to worry about
this.
CORPORATIONS are taxed at the same rates on ordinary income and
capital gains but may be eligible for a dividends-received deduction
for a portion of the income dividends they receive from a fund,
provided certain holding period and other requirements are met.
The above discussion summarizes certain federal income tax
consequences for shareholders who are US persons. If you are a
non-US person, please consult your own tax advisor with respect to
the US tax consequences to you of an investment in a fund. For more
information, see "Taxes" in the Statement of Additional Information.
72 | Understanding Distributions and Taxes
APPENDIX
- --------------------------------------------------------------------------------
Hypothetical Expense Summary
Using the annual fund operating expense ratios presented in the fee
tables in the fund prospectus, the Hypothetical Expense Summary
shows the estimated fees and expenses, in actual dollars, that would
be charged on a hypothetical investment of $10,000 in the fund held
for the next 10 years and the impact of such fees and expenses on
fund returns for each year and cumulatively, assuming a 5% return
for each year. The tables also assume that all dividends and
distributions are reinvested. The annual fund expense ratios shown
are net of any contractual fee waivers or expense reimbursements, if
any, for the period of the contractual commitment. The tables do not
reflect redemption fees, if any, which may be payable upon
redemption. If redemption fees were shown, the "Hypothetical
Year-End Balance After Fees and Expenses" amounts shown would be
lower and the "Annual Fees and Expenses" amounts shown would be
higher. Also, please note that if you are investing through a third
party provider, that provider may have fees and expenses separate
from those of the fund that are not reflected here. Mutual fund fees
and expenses fluctuate over time and actual expenses may be higher
or lower than those shown.
The Hypothetical Expense Summary should not be used or construed as
an offer to sell, a solicitation of an offer to buy or a
recommendation or endorsement of any specific mutual fund. You
should carefully review the fund's prospectus to consider the
investment objectives, risks, expenses and charges of the fund prior
to investing.
Appendix | 73
DWS Large Cap Value Fund - Institutional Class
MAXIMUM INITIAL HYPOTHETICAL ASSUMED RATE
SALES CHARGE: INVESTMENT: OF RETURN:
0.00% $10,000 5%
HYPOTHETICAL
CUMULATIVE ANNUAL CUMULATIVE YEAR-END
RETURN BEFORE FUND RETURN AFTER BALANCE AFTER ANNUAL FEES
FEES AND EXPENSE FEES AND FEES AND AND
YEAR EXPENSES RATIOS EXPENSES EXPENSES EXPENSES
1 5.00% 0.58% 4.42% $ 10,442.00 $ 59.28
2 10.25% 0.58% 9.04% $ 10,903.54 $ 61.90
3 15.76% 0.58% 13.85% $ 11,385.47 $ 64.64
4 21.55% 0.58% 18.89% $ 11,888.71 $ 67.50
5 27.63% 0.58% 24.14% $ 12,414.19 $ 70.48
6 34.01% 0.58% 29.63% $12,962,90 $ 73.59
7 40.71% 0.58% 35.36% $ 13,535.86 $ 76.85
8 47.75% 0.58% 41.34% $ 14,134.14 $ 80.24
9 55.13% 0.58% 47.59% $ 14,758.87 $ 83.79
10 62.89% 0.58% 54.11% $ 15,411.22 $ 87.49
TOTAL $ 725.76
DWS Dreman Concentrated Value Fund - Institutional Class
MAXIMUM INITIAL HYPOTHETICAL ASSUMED RATE
SALES CHARGE: INVESTMENT: OF RETURN:
0.00% $10,000 5%
HYPOTHETICAL
CUMULATIVE ANNUAL CUMULATIVE YEAR-END
RETURN BEFORE FUND RETURN AFTER BALANCE AFTER ANNUAL
FEES AND EXPENSE FEES AND FEES AND FEES AND
YEAR EXPENSES RATIOS EXPENSES EXPENSES EXPENSES
1 5.00% 1.06% 3.94% $ 10,394.00 $ 108.09
2 10.25% 1.23% 7.86% $ 10,785.85 $ 130.26
3 15.76% 1.23% 11.92% $ 11,192.48 $ 135.17
4 21.55% 1.23% 16.14% $ 11,614.44 $ 140.26
5 27.63% 1.23% 20.52% $ 12,052.30 $ 145.55
6 34.01% 1.23% 25.07% $ 12,506.67 $ 151.04
7 40.71% 1.23% 29.78% $ 12,978.17 $ 156.73
8 47.75% 1.23% 34.67% $ 13,467.45 $ 162.64
9 55.13% 1.23% 39.75% $ 13,975.17 $ 168.77
10 62.89% 1.23% 45.02% $ 14,502.04 $ 175.13
TOTAL $ 1,473.64
74 | Appendix
DWS Dreman High Return Equity Fund - Institutional Class
MAXIMUM INITIAL HYPOTHETICAL ASSUMED RATE
SALES CHARGE: INVESTMENT: OF RETURN:
0.00% $10,000 5%
HYPOTHETICAL
CUMULATIVE ANNUAL CUMULATIVE YEAR-END
RETURN BEFORE FUND RETURN AFTER BALANCE AFTER ANNUAL FEES
FEES AND EXPENSE FEES AND FEES AND AND
YEAR EXPENSES RATIOS EXPENSES EXPENSES EXPENSES
1 5.00% 0.79% 4.21% $ 10,421.00 $ 80.66
2 10.25% 0.79% 8.60% $ 10,859.72 $ 84.06
3 15.76% 0.79% 13.17% $ 11,316.92 $ 87.60
4 21.55% 0.79% 17.93% $ 11,793.36 $ 91.29
5 27.63% 0.79% 22.90% $ 12,289.86 $ 95.13
6 34.01% 0.79% 28.07% $ 12,807.26 $ 99.13
7 40.71% 0.79% 33.46% $ 13,346.45 $ 103.31
8 47.75% 0.79% 39.08% $ 13,908.34 $ 107.66
9 55.13% 0.79% 44.94% $ 14,493.88 $ 112.19
10 62.89% 0.79% 51.04% $ 15,104.07 $ 116.91
TOTAL $ 977.94
DWS Mid Cap Value Fund - Institutional Class
MAXIMUM INITIAL HYPOTHETICAL ASSUMED RATE
SALES CHARGE: INVESTMENT: OF RETURN:
0.00% $10,000 5%
HYPOTHETICAL
CUMULATIVE ANNUAL CUMULATIVE YEAR-END
RETURN BEFORE FUND RETURN AFTER BALANCE AFTER ANNUAL
FEES AND EXPENSE FEES AND FEES AND FEES AND
YEAR EXPENSES RATIOS EXPENSES EXPENSES EXPENSES
1 5.00% 1.00% 4.00% $ 10,400.00 $ 102.00
2 10.25% 1.22% 7.93% $ 10,793.12 $ 129.28
3 15.76% 1.22% 12.01% $ 11,201.10 $ 134.16
4 21.55% 1.22% 16.25% $ 11,624.50 $ 139.24
5 27.63% 1.22% 20.64% $ 12,063.91 $ 144.50
6 34.01% 1.22% 25.20% $ 12,519.92 $ 149.96
7 40.71% 1.22% 29.93% $ 12,993.18 $ 155.63
8 47.75% 1.22% 34.84% $ 13,484.32 $ 161.51
9 55.13% 1.22% 39.94% $ 13,994.03 $ 167.62
10 62.89% 1.22% 45.23% $ 14,523.00 $ 173.95
TOTAL $ 1,457.85
Appendix | 75
DWS Small Cap Value Fund - Institutional Class
MAXIMUM INITIAL HYPOTHETICAL ASSUMED RATE
SALES CHARGE: INVESTMENT: OF RETURN:
0.00% $10,000 5%
HYPOTHETICAL
CUMULATIVE ANNUAL CUMULATIVE YEAR-END
RETURN BEFORE FUND RETURN AFTER BALANCE AFTER ANNUAL FEES
FEES AND EXPENSE FEES AND FEES AND AND
YEAR EXPENSES RATIOS EXPENSES EXPENSES EXPENSES
1 5.00% 0.87% 4.13% $ 10,413.00 $ 88.80
2 10.25% 0.87% 8.43% $ 10,843.06 $ 92.46
3 15.76% 0.87% 12.91% $ 11,290.88 $ 96.28
4 21.55% 0.87% 17.57% $ 11,757.19 $ 100.26
5 27.63% 0.87% 22.43% $ 12,242.76 $ 104.40
6 34.01% 0.87% 27.48% $ 12,748.39 $ 108.71
7 40.71% 0.87% 32.75% $ 13,274.89 $ 113.20
8 47.75% 0.87% 38.23% $ 13,823.15 $ 117.88
9 55.13% 0.87% 43.94% $ 14,394.04 $ 122.74
10 62.89% 0.87% 49.89% $ 14,988.52 $ 127.81
TOTAL $ 1,072.54
76 | Appendix
TO GET MORE INFORMATION
SHAREHOLDER REPORTS - These include commentary from a fund's management team
about recent market conditions and the effects of a fund's strategies on its
performance. They also have detailed performance figures, a list of everything
a fund owns, and its financial statements. Shareholders get these reports
automatically.
STATEMENT OF ADDITIONAL INFORMATION (SAI) - This tells you more about a fund's
features and policies, including additional risk information. The SAI is
incorporated by reference into this document (meaning that it's legally part of
this prospectus).
For a free copy of any of these documents or to request other information about
a fund, call (800) 730-1313, or contact DWS Scudder at the address listed
below. Each fund's SAI and shareholder reports are also available through the
DWS Scudder Web site at www.dws-scudder.com. These documents and other
information about each fund are available from the EDGAR Database on the SEC's
Internet site at www.sec.gov. If you like, you may obtain copies of this
information, after paying a copying fee, by e-mailing a request to
publicinfo@sec.gov or by writing the SEC at the address listed below. You can
also review and copy these documents and other information about each fund,
including each fund's SAI, 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.
DWS SCUDDER SEC DISTRIBUTOR
- --------------------- -------------------- -------------------------------
PO Box 219210 100 F Street, N.E. DWS Scudder Distributors, Inc.
Kansas City, MO Washington, D.C. 222 South Riverside Plaza
64121-9210 20549-0102 Chicago, IL 60606-5808
WWW.DWS-SCUDDER.COM WWW.SEC.GOV (800) 621-1148
(800) 730-1313 (800) SEC-0330
SEC FILE NUMBER:
DWS Value Series, Inc. DWS Large Cap Value Fund 811-5385
DWS Value Series, Inc. DWS Dreman Concentrated Value Fund 811-5385
DWS Value Series, Inc. DWS Dreman High Return Equity Fund 811-5385
DWS Value Series, Inc. DWS Dreman Mid Cap Value Fund 811-5385
DWS Value Series, Inc. DWS Dreman Small Cap Value Fund 811-5385
(03/01/08) DVF1-1-IN
[RECYCLE GRAPHIC APPEARS HERE]
[Logo]DWS
SCUDDER
Deutsche Bank Group
SUPPLEMENT TO THE CURRENTLY EFFECTIVE PROSPECTUSES OF EACH OF THE LISTED
FUNDS/PORTFOLIOS:
----------------------
Cash Account Trust:
Government & Agency Securities Portfolio
Money Market Portfolio
Tax-Exempt Portfolio
Cash Management Fund Institutional
Cash Reserve Fund, Inc.:
Prime Series
Cash Reserves Fund Institutional
DWS Alternative Asset Allocation Plus Fund
DWS Balanced Fund
DWS Blue Chip Fund
DWS California Tax-Free Income Fund
DWS Capital Growth Fund
DWS Climate Change Fund
DWS Commodity Securities Fund
DWS Communications Fund
DWS Core Fixed Income Fund
DWS Core Plus Allocation Fund
DWS Core Plus Income Fund
DWS Disciplined Long/Short Growth Fund
DWS Disciplined Long/Short Value Fund
DWS Disciplined Market Neutral Fund
DWS Dreman Concentrated Value Fund
DWS Dreman High Return Equity Fund
DWS Dreman Mid Cap Value Fund
DWS Dreman Small Cap Value Fund
DWS EAFE(R) Equity Index Fund
DWS Emerging Markets Equity Fund
DWS Emerging Markets Fixed Income Fund
DWS Enhanced S&P 500 Index Fund
DWS Equity 500 Index Fund
DWS Equity Income Fund
DWS Equity Partners Fund
DWS Europe Equity Fund
DWS Floating Rate Plus Fund
DWS Global Bond Fund
DWS Global Opportunities Fund
DWS Global Thematic Fund
DWS GNMA Fund
DWS Gold & Precious Metals Fund
DWS Growth & Income Fund
DWS Health Care Fund
DWS High Income Fund
DWS High Income Plus Fund
DWS Inflation Protected Plus Fund
DWS Intermediate Tax/AMT Free Fund
DWS International Fund
DWS International Select Equity Fund
DWS International Value Opportunities
Fund
DWS Japan Equity Fund
DWS Large Cap Value Fund
DWS Large Company Growth Fund
DWS Latin America Equity Fund
DWS LifeCompass 2015 Fund
DWS LifeCompass 2020 Fund
DWS LifeCompass 2030 Fund
DWS LifeCompass 2040 Fund
DWS LifeCompass Income Fund
DWS LifeCompass Protect Fund
DWS LifeCompass Retirement Fund
DWS Lifecycle Long Range Fund
DWS Managed Municipal Bond Fund
DWS Massachusetts Tax-Free Fund
DWS Micro Cap Fund
DWS Mid Cap Growth Fund
DWS Money Market Prime Series
DWS Money Market Series
DWS New York Tax-Free Income Fund
DWS RREEF Global Infrastructure Fund
DWS RREEF Global Real Estate Securities
Fund
DWS RREEF Real Estate Securities Fund
DWS S&P 500 Index Fund
DWS Short Duration Fund
DWS Short Duration Plus Fund
DWS Short-Term Municipal Bond Fund
DWS Small Cap Core Fund
DWS Small Cap Growth Fund
DWS Small Cap Value Fund
DWS Strategic Government Securities Fund
DWS Strategic High Yield Tax Free Fund
DWS Strategic Income Fund
DWS Target 2010 Fund
DWS Target 2011 Fund
DWS Target 2012 Fund
DWS Target 2013 Fund
DWS Target 2014 Fund
DWS Technology Fund
DWS U.S. Bond Index Fund
DWS Value Builder Fund
Investors Cash Trust:
Treasury Portfolio
NY Tax Free Money Fund
Tax-Exempt California Money Market Fund
Tax Free Money Fund Investment
- --------------------------------------------------------------------------------
On or about July 25, 2008, the following information replaces similar disclosure
under "Policies about transactions" in the "Policies You Should Know About"
section of each fund's/portfolio's prospectuses:
Each fund/portfolio accepts payment for shares only in US dollars by check drawn
on a US bank, bank or Federal Funds wire transfer or by electronic bank
transfer. Please note that a fund/portfolio does not accept payment in the
following forms: cash, money orders, traveler's checks, starter checks, checks
drawn on foreign banks or checks issued by credit card companies or
Internet-based companies. In addition, a fund/portfolio generally does not
accept third party checks. A third party check is any check not made payable
directly to DWS Investments, except for any check payable to you from one of
your other DWS accounts. Under certain circumstances, a fund/portfolio may
accept a third party check (i) for retirement plan contributions, asset
transfers and rollovers, (ii) as contributions into Uniform Gift to Minors
Act/Uniform Transfers to Minors Act accounts, (iii) payable from acceptable US
and state government agencies, and (iv) from other DWS funds (such as a
redemption or dividend check) for investment only in a similarly registered
account. Subject to the foregoing, checks should normally be payable to DWS
Investments and drawn by you or a financial institution on your behalf with your
name or account number included with the check.
Please Retain This Supplement for Future Reference
July 25, 2008
DMF-3671
[DWS INVESTMENTS LOGO]
Deutsche Bank Group
SUPPLEMENT TO THE CURRENTLY EFFECTIVE
PROSPECTUSES
-----------------
DWS Equity Partners Fund
The Board of each fund noted below has given preliminary approval to a proposal
by Deutsche Investment Management Americas Inc. ("DIMA"), the advisor of each
such fund, to effect the following fund merger:
- --------------------------------------------------------------------------------
Acquired Fund Acquiring Fund
- --------------------------------------------------------------------------------
DWS Equity Partners Fund DWS Large Cap Value Fund
- --------------------------------------------------------------------------------
Completion of this merger is subject to, among other things: (i) final approval
by the Board of each fund, and (ii) approval by shareholders of the Acquired
Fund. Prior to the shareholder meeting, shareholders of record on the record
date of the Acquired Fund will receive (i) a Proxy Statement/Prospectus
describing in detail the proposed merger and the Board's considerations in
recommending that shareholders approve the merger, (ii) a proxy card and
instructions on how to submit a vote, and (iii) a Prospectus for the Acquiring
Fund.
If the proposed merger is approved by shareholders, the Acquired Fund will be
closed to new investors except as described below. Unless you fit into one of
the investor eligibility categories described below, you may not invest in the
fund following shareholder approval of the merger.
You may continue to purchase fund shares following shareholder approval through
your existing fund account and reinvest dividends and capital gains if, as of
4:00 p.m. Eastern time on the shareholder meeting date, or such later date as
shareholder approval may occur, you are:
o a current fund shareholder; or
o a participant in any group retirement, employee stock bonus, pension or
profit sharing plan that offers the fund as an investment option.
[DWS Scudder Logo]
Deutsche Bank Group
June 3, 2008
DEPF-3601
New accounts may be opened for:
o transfers of shares from existing accounts in this fund (including IRA
rollovers);
o officers, Trustees and Directors of the DWS Funds, and full-time employees
and their family members of DIMA and its affiliates;
o any group retirement, employee stock bonus, pension or profit sharing plan
using the Flex subaccount recordkeeping system made available through ADP
Inc. under an alliance with DWS Scudder Distributors, Inc. ("DWS-SDI")
("Flex Plans");
o any group retirement, employee stock bonus, pension or profit sharing plan,
other than a Flex Plan, that includes the fund as an investment option as
of the shareholder meeting date;
o purchases through any comprehensive or "wrap" fee program or other fee
based program; or
o accounts managed by DIMA, any advisory products offered by DIMA or DWS-SDI
and for the Portfolios of DWS Allocation Series or other fund of funds
managed by DIMA or its affiliates.
Except as otherwise noted, these restrictions apply to investments made directly
with DWS-SDI, the fund's principal underwriter, or through an intermediary
relationship with a financial services firm established with respect to the DWS
Funds as of the shareholder meeting date. Institutions that maintain omnibus
account arrangements are not allowed to open new sub-accounts for new investors,
unless the investor is one of the types listed above. Once an account is closed,
new investments will not be accepted unless you satisfy one of the investor
eligibility categories listed above.
Exchanges into the Acquired Fund will not be permitted unless the exchange is
being made into an existing fund account.
DWS-SDI may, at its discretion, require appropriate documentation that shows an
investor is eligible to purchase Acquired Fund shares.
Please Retain This Supplement for Future Reference
June 3, 2008
DEPF-3601
2
SUPPLEMENT TO THE CURRENTLY EFFECTIVE PROSPECTUSES OF EACH LISTED FUND:
-----------------
DWS Communications Fund
DWS Equity Partners Fund
Each fund's Board has approved the termination of Alex. Brown Investment
Management ("ABIM") as each fund's subadvisor. Effective March 15, 2008,
Deutsche Investment Management Americas Inc. (the "Advisor") will assume all
day-to-day responsibilities that were previously delegated to ABIM.
The following information supplements "The Fund's Main Investment Strategy"
section of each fund's prospectuses:
Other Investments. The fund is permitted, but not required, to use various types
of derivatives (contracts whose value is based on, for example, indices,
currencies or securities). Derivatives may be used for hedging and for risk
management or for non-hedging purposes to seek to enhance potential gains. The
fund may use derivatives in circumstances where portfolio management believes
they offer an economical means of gaining exposure to a particular asset class
or to keep cash on hand to meet shareholder redemptions or other needs while
maintaining exposure to the market. In particular, the fund may use futures and
options. To the extent the fund invests in foreign securities, the fund may
enter into forward currency exchange contracts and buy and sell currency options
to hedge against currency exchange rate fluctuations.
[DWS SCUDDER LOGO]
Deutsche Bank Group
March 7, 2008
DMF-3664
The following information supplements "The Main Risks of Investing in the Fund"
section of each fund's prospectuses:
Derivatives Risk. Risks associated with derivatives include the risk that the
derivative is not well correlated with the security, index or currency to which
it relates; the risk that derivatives may result in losses or missed
opportunities; the risk that the fund will be unable to sell the derivative
because of an illiquid secondary market; the risk that a counterparty is
unwilling or unable to meet its obligation; and the risk that the derivative
transaction could expose the fund to the effects of leverage, which could
increase the fund's exposure to the market and magnify potential losses. There
is no guarantee that derivatives, to the extent employed, will have the intended
effect, and their use could cause lower returns or even losses to the fund. The
use of derivatives by the fund to hedge risk may reduce the opportunity for gain
by offsetting the positive effect of favorable price movements.
The following information revises "The Fund's Main Investment Strategy" and "The
Main Risks of Investing in the Fund" sections of each fund's prospectuses.
Where applicable all references to "Advisors" are replaced with "Advisor."
2
March 7, 2008
DMF-3664
The following information replaces similar disclosure in "The Fund's Performance
History" section of DWS Communications Fund's Class A, B, and C prospectus.
DWS Communications Fund
Average Annual Total Returns (%) as of 12/31/2007 (Fund returns include the
effects of maximum sales loads.)
- --------------------------------------------------------------------------------
1 Year 5 Years 10 Years
- --------------------------------------------------------------------------------
Class A
- --------------------------------------------------------------------------------
Return before Taxes -6.23 14.21 3.91
- --------------------------------------------------------------------------------
Return after Taxes on -6.23 14.21 3.33
Distributions
- --------------------------------------------------------------------------------
Return after Taxes on -4.05* 12.50 3.36*
Distributions and Sale of Fund
Shares
- --------------------------------------------------------------------------------
Class B (Return before Taxes) -4.26 14.44 3.67
- --------------------------------------------------------------------------------
Class C (Return before Taxes) -1.29 14.56 3.68
- --------------------------------------------------------------------------------
MSCI World Index (reflects no 9.04 16.96 7.00
deductions for fees, expenses or
taxes)
- --------------------------------------------------------------------------------
MSCI World Telecom Services Index 22.28 17.02 n/a**
(reflects no deductions for fees,
expenses or taxes)
- --------------------------------------------------------------------------------
S&P 500 Index (reflects no 5.49 12.83 5.91
deductions for fees, expenses or
taxes)
- --------------------------------------------------------------------------------
MSCI World Index is an unmanaged capitalization-weighted measure of stock
markets around the world, including North America, Europe, Australia and Asia.
MSCI World Telecom Services Index is an unmanaged index that tracks telecom
securities from around the world.
Standard & Poor's 500 Index (S&P 500) is a capitalization-weighted index of 500
stocks. The index is designed to measure performance of the broad domestic
economy through changes in the aggregate market value of 500 stocks
representing all major industries.
Total returns would have been lower if operating expenses hadn't been reduced.
On March 13, 2008, the MSCI World Index will replace the S&P 500 as the fund's
primary benchmark index because the advisor believes that it more accurately
reflects the fund's investment strategy.
* Return after Taxes on Distributions and Sale of Fund Shares is higher than
other return figures for the same period due to a capital loss occurring
upon redemption resulting in an assumed tax deduction for the shareholder.
** Index began on 12/31/1998.
- --------------------------------------------------------------------------------
Current performance may be higher or lower than the performance data quoted
above. For more recent performance information, call your financial advisor or
(800) 621-1048 or visit our Web site at www.dws-scudder.com.
March 7, 2008
DMF-3664
3
The following information replaces similar disclosure in "The Fund's Performance
History" section of DWS Communications Fund's Institutional Class prospectus.
DWS Communications Fund
Annual Total Returns (%) as of 12/31/2007
- --------------------------------------------------------------------------------
1 Year 5 Years Since Inception*
- --------------------------------------------------------------------------------
Institutional Class
- --------------------------------------------------------------------------------
Return before Taxes -0.21 15.93 3.00
- --------------------------------------------------------------------------------
Return after Taxes on Distributions -0.21 15.93 2.40
- --------------------------------------------------------------------------------
Return after Taxes on Distributions -0.14** 14.05 2.54**
and Sale of Fund Shares
- --------------------------------------------------------------------------------
MSCI World Index (reflects no 9.04 16.96 5.86
deductions for fees, expenses or taxes)
- --------------------------------------------------------------------------------
MSCI World Telecom Services Index 22.28 17.02 n/a***
(reflects no deductions for fees,
expenses or taxes)
- --------------------------------------------------------------------------------
S&P 500 Index (reflects no deductions 5.49 12.83 4.82
for fees, expenses or taxes)
- --------------------------------------------------------------------------------
Standard & Poor's 500 Index (S&P 500) is a capitalization-weighted index of 500
stocks. The index is designed to measure performance of the broad domestic
economy through changes in the aggregate market value of 500 stocks
representing all major industries.
On March 13, 2008, the MSCI World Index will replace the S&P 500 as the fund's
primary benchmark index because the advisor believes that it more accurately
reflects the fund's investment strategy.
* Since June 4, 1998. Index comparison begins on May 31, 1998.
** Return after Taxes on Distributions and Sale of Fund Shares is higher than
other return figures for the same period due to a capital loss occurring
upon redemption resulting in an assumed tax deduction for the shareholder.
*** Index began on 12/31/1998.
- --------------------------------------------------------------------------------
Current performance may be higher or lower than the performance data quoted
above. For more recent performance information, call your financial advisor or
(800) 621-1048 or visit our Web site at www.dws-scudder.com.
4
March 7, 2008
DMF-3664
The following information revises the "Who Manages and Oversees the Fund"
section of each fund's prospectuses. The subadvisor relationship with ABIM has
been terminated; all references to ABIM are not applicable. The Advisor has
assumed all day-to day responsibilities previously performed by ABIM.
The following information replaces similar disclosure in the "Portfolio
management" section of DWS Communications Fund's prospectuses:
The following person handles the day-to-day management of the fund.
Ralf Oberbannscheidt
Lead Portfolio Manager and Director of o Previous positions include
Deutsche Asset Management. portfolio management at SEB
o Lead Portfolio Manager for The Enskilda, Luxembourg and various
European Equity Fund, Inc., The New roles at Dresdner Bank AG,
Germany Fund, Inc. and The Central Germany.
Europe and Russia Fund, Inc. o Masters Degree in International
o Co-lead portfolio manager for Business and Emerging Markets,
Global Agribusiness Fund and global University of Trier, Germany/
equity analyst for Technology and University of Stirling,
Telecoms sectors and Global Scotland; Masters in
(Telecom) sector coordinator: New International Finance, Monterey
York. Institute of International
o Joined Deutsche Asset Management in Studies.
1999, having served as senior
portfolio manager for Global
Equities and Global Sector head for
Telecommunication.
5
March 7, 2008
DMF-3664
The following information replaces similar disclosure in the "Portfolio
management" section of DWS Equity Partners Fund's prospectuses:
The following persons handle the day-to-day management of the fund.
David F. Hone, CFA Thomas Schuessler, PhD
Director of Deutsche Asset Management Director of Deutsche Asset
and Lead Portfolio Manager of the Management and consultant to the
fund. fund.
o Large-Cap Value portfolio manager o Portfolio Manager, Value Equity,
since 2001; lead portfolio manager including US Large Cap Value:
for US Equity Income Fund strategy Frankfurt. Joined Deutsche Asset
since 2003: New York. Management in 1996; moved to DWS
o Joined Deutsche Asset Management in 2001, initially responsible
in 1996; has served Deutsche Asset for technology.
Management as an analyst for o Prior bank experience includes
sectors including consumer Executive Assistant to Dr. Josef
cyclical, consumer staples and Ackermann, CEO of Deutsche Bank,
financials, after 8 years and, from 1996 to 1999,
of experience as an analyst at information technology project
Chubb & Son. manager.
o BA from Villanova University. o PhD, University of Heidelberg,
studies in physics and economics
at University of Heidelberg and
University of Utah.
Please Retain This Supplement for Future Reference
6
March 7, 2008
DMF-3664
- --------------------------------------------------------------------------------
OCTOBER 1, 2007
PROSPECTUS
------------------
CLASSES A, B AND C
- --------------------------------------------------------------------------------
DWS EQUITY PARTNERS FUND
As with all mutual funds, the Securities and Exchange Commission (SEC) does not
approve or disapprove these shares or determine whether the information in this
prospectus is truthful or complete. It is a criminal offense for anyone to
inform you otherwise.
[DWS SCUDDER LOGO GRAPHIC APPEARS HERE]
- --------------------------------------------------------------------------------
CONTENTS
- --------------------------------------------------------------------------------
HOW THE FUND WORKS
4 The Fund's Main Investment
Strategy
5 The Main Risks of Investing in
the Fund
7 The Fund's Performance
History
9 How Much Investors Pay
11 Other Policies and Risks
12 Who Manages and Oversees
the Fund
15 Financial Highlights
HOW TO INVEST IN THE FUND
19 Choosing a Share Class
25 How to Buy Class A, B and C
Shares
26 How to Exchange or Sell
Class A, B and C Shares
29 Policies You Should Know
About
42 Understanding Distributions
and Taxes
46 Appendix
HOW THE FUND WORKS
On the next few pages, you'll find information about the fund's investment
goal, the main strategies it uses to pursue that goal and the main risks that
could affect performance.
Whether you are considering investing in the fund or are already a shareholder,
you'll want to LOOK THIS INFORMATION OVER CAREFULLY. You may want to keep it on
hand for reference as well.
CLASSES A, B AND C shares are generally intended for investors seeking the
advice and assistance of a financial advisor.
Remember that mutual funds are investments, not bank deposits. They're not
insured or guaranteed by the FDIC or any other government agency. Their share
prices will go up and down, and you could lose money by investing in them.
You can find DWS prospectuses on the Internet at WWW.DWS-SCUDDER.COM (the Web
site does not form a part of this prospectus).
- --------------------------------------------------------------------------------
Class A Class B Class C
ticker symbol FLEPX FEPBX FEPCX
fund number 409 609 709
DWS EQUITY PARTNERS FUND
- --------------------------------------------------------------------------------
THE FUND'S MAIN INVESTMENT STRATEGY
The fund seeks to achieve long-term growth of capital and,
secondarily, current income.
The fund seeks to achieve its objectives by investing primarily in
a diversified portfolio of common stocks. Under normal
circumstances, the fund will invest at least 80% of its assets,
valued at the time the security is purchased, in a diversified
portfolio of common stocks.
INVESTMENT PROCESS. The fund's investment advisor and subadvisor
(collectively, for purposes of "The Fund's Main Investment
Strategy," the "Advisors") follow an investment philosophy referred
to as "flexible value." They try to find common stocks that they
believe are undervalued in the marketplace based on such
characteristics as earnings, dividends, cash flow, or asset values.
In evaluating a stock's potential, they also consider other factors
such as historical earnings growth, industry position, the strength
of management and management's commitment to the interests of their
shareholders. The Advisors' strategy gives them the flexibility to
purchase traditional value stocks as well as the stocks of high
growth rate companies. While the fund does not limit its
investments to issuers in a particular capitalization range, the
Advisors currently focus on securities of larger companies. They
look for attractive price-to-value relationships in undervalued
stocks of strong companies with good management. The emphasis is on
individual stock selection, fundamental research, and valuation
flexibility, without rigid constraints.
The Advisors' investment process involves eliminating investments
in companies in which the Advisors' confidence has waned and adding
investments in which their confidence is high. The Advisors try to
avoid selling long-term holdings simply because the holdings have
gone up significantly and buying weaker companies simply because
their stocks have
4 | DWS Equity Partners Fund
lagged. The Advisors' experience over the years has been that,
despite various market levels, there are generally always good
values to take advantage of by using extensive research and
independent thinking.
SECURITIES LENDING. The fund may lend its investment securities in
an amount up to 33 1/3% of its total assets to approved
institutional borrowers who need to borrow securities in order to
complete certain transactions.
THE MAIN RISKS OF INVESTING IN THE FUND
There are several risk factors that could hurt the fund's
performance, cause you to lose money or cause the fund's
performance to trail that of other investments.
STOCK MARKET RISK. The fund is also affected by how the stock
market performs. To the extent the fund invests in a particular
capitalization or market sector, the fund's performance may be
proportionately affected by that segment's general performance.
When stock prices fall, you should expect the value of your
investment to fall as well. Because a stock represents ownership in
its issuer, stock prices can be hurt by poor management, shrinking
product demand and other business risks. These factors may affect
single companies as well as groups of companies. In addition,
movements in financial markets may adversely affect a stock's
price, regardless of how well the company performs. The market as a
whole may not favor the types of investments the fund makes and the
fund may not be able to get an attractive price for them.
STYLE RISK. As with any investment strategy, the "flexible value"
strategy used in managing the fund's portfolio will, at times,
perform better than or worse than other investment styles and the
overall market. If portfolio management overestimates the value or
return potential of one or more common stocks, the fund may
underperform the general equity market.
SECURITY SELECTION RISK. A risk that pervades all investing is the
risk that the securities in the fund's portfolio may decline in
value.
DWS Equity Partners Fund | 5
SECURITIES LENDING RISK. Any loss in the market price of securities
loaned by the fund that occurs during the term of the loan would be
borne by the fund and would adversely affect the fund's
performance. Also, there may be delays in recovery of securities
loaned or even a loss of rights in the collateral should the
borrower of the securities fail financially while the loan is
outstanding. However, loans will be made only to borrowers selected
by the fund's delegate after a review of relevant facts and
circumstances, including the creditworthiness of the borrower.
PRICING RISK. At times, market conditions might make it hard to
value some investments, and the fund may use certain valuation
methodologies for some of its investments, such as fair value
pricing. Given the subjective nature of such methodologies, it is
possible that the value determined for an investment may be
different than the value realized upon such investment's sale. If
the fund has valued its securities too highly, you may end up
paying too much for fund shares when you buy into the fund. If the
fund underestimates the price of its securities, you may not
receive the full market value for your fund shares when you sell.
6 | DWS Equity Partners Fund
THE FUND'S PERFORMANCE HISTORY
While a fund's past performance (before and after taxes) isn't necessarily a
sign of how it will do in the future, it can be valuable for an investor to
know.
The bar chart shows how the performance of the fund's Class A shares has varied
from year to year, which may give some idea of risk. The bar chart does not
reflect sales loads; if it did, total returns would be lower than those shown.
The table on the following page shows how fund performance compares to relevant
index information (which, unlike the fund performance, does not reflect fees or
expenses). The table includes the effects of maximum sales loads. The
performance of both the fund and the index information varies over time. All
figures assume reinvestment of dividends and distributions (in the case of
after-tax returns, reinvested net of assumed tax rates).
The table shows returns for Class A shares on a before-tax and after-tax basis.
After-tax returns are shown for Class A only and will vary for Classes B and C.
After-tax returns are estimates calculated using the historical highest
individual federal marginal income tax rates and do not reflect the impact of
state and local taxes. Actual after-tax returns depend on an investor's tax
situation and may differ from those shown in the table. After-tax returns shown
are not relevant for investors who hold their shares through tax-deferred
arrangements, such as 401(k) plans or individual retirement accounts.
The inception date for Class C shares is October 28, 1998. Performance figures
before that date are based on the historical performance of the fund's original
share class (Class A), adjusted to reflect the higher gross total annual
operating expenses and the current applicable sales charge for Class C.
DWS Equity Partners Fund
ANNUAL TOTAL RETURN (%) AS OF 12/31 EACH YEAR - CLASS A (Results do not reflect
sales loads; if they did, total returns would be lower than those shown.)
[BAR CHART GRAPHIC APPEARS HERE]
24.49 25.30 7.30 -0.22 3.02 -17.29 33.03 14.20 4.26 14.77
1997 1998 1999 2000 2001 2002 2003 2004 2005 2006
2007 TOTAL RETURN AS OF JUNE 30: 6.63%
FOR THE PERIODS INCLUDED IN THE BAR CHART:
BEST QUARTER: 29.97%, Q4 1998 WORST QUARTER: -16.63%, Q3 1998
DWS Equity Partners Fund | 7
AVERAGE ANNUAL TOTAL RETURNS (%) AS OF 12/31/2006 (Fund returns include the
effects of maximum sales load.)
- --------------------------------------------------------------------------------
1 YEAR 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
CLASS A
- --------------------------------------------------------------------------------
Return before Taxes 8.17 7.22 9.32
- --------------------------------------------------------------------------------
Return after Taxes on Distributions 7.93 6.84 8.84
- --------------------------------------------------------------------------------
Return after Taxes on Distributions
and Sale of Fund Shares 5.56 6.14 8.09
- --------------------------------------------------------------------------------
CLASS B (Return before Taxes) 10.87 7.53 9.15
- --------------------------------------------------------------------------------
CLASS C (Return before Taxes) 13.91 7.68 9.31
- --------------------------------------------------------------------------------
STANDARD & POOR'S 500 INDEX (S&P
500) (reflects no deductions for fees,
expenses or taxes) 15.79 6.19 8.42
- --------------------------------------------------------------------------------
STANDARD & POOR'S 500 INDEX (S&P 500) is an unmanaged, capitalization-weighted
index of 500 stocks. The index is designed to measure performance of the broad
domestic economy through changes in the aggregate market value of 500 stocks
representing all major industries.
- --------------------------------------------------------------------------------
Current performance may be higher or lower than the performance data quoted
above. For more recent performance information, call your financial advisor or
(800) 621-1048 or visit our Web site at www.dws-scudder.com.
- --------------------------------------------------------------------------------
The RETURN AFTER TAXES ON DISTRIBUTIONS assumes that an investor holds fund
shares at the end of the period. The number represents only the fund's taxable
distributions and not a shareholder's gain or loss from selling fund shares.
The RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES assumes that an
investor sold his or her fund shares at the end of the period. The number
reflects both the fund's taxable distributions and a shareholder's gain or loss
from selling fund shares.
8 | DWS Equity Partners Fund
HOW MUCH INVESTORS PAY
This table describes the fees and expenses that you may pay if you buy and hold
fund shares. This information doesn't include any fees that may be charged by
your financial advisor.
- ------------------------------------------------------------------------------------------
FEE TABLE CLASS A CLASS B CLASS C
- ------------------------------------------------------------------------------------------
SHAREHOLDER FEES, paid directly from your investment
- ------------------------------------------------------------------------------------------
Maximum Sales Charge (Load) Imposed
on Purchases (as % of offering price) 5.75% 1 None None
- ------------------------------------------------------------------------------------------
Maximum Contingent Deferred Sales
Charge (Load) (as % of redemption
proceeds) None 2 4.00% 1.00%
- ------------------------------------------------------------------------------------------
Redemption/Exchange fee on shares
owned less than 15 days (as % of
redemption proceeds) 3 2.00 2.00 2.00
- ------------------------------------------------------------------------------------------
ANNUAL OPERATING EXPENSES, deducted from fund assets
- ------------------------------------------------------------------------------------------
Management Fee 4 0.79% 0.79% 0.79%
- ------------------------------------------------------------------------------------------
Distribution/Service (12b-1) Fee 0.24 0.99 0.99
- ------------------------------------------------------------------------------------------
Other Expenses 0.18 0.31 0.23
- ------------------------------------------------------------------------------------------
TOTAL ANNUAL OPERATING EXPENSES 5 1.21 2.09 2.01
- ------------------------------------------------------------------------------------------
1 Because of rounding in the calculation of the offering price, the actual
maximum front-end sales charge paid by an investor may be higher than the
percentage noted (see "Choosing a Share Class - Class A shares").
2 The redemption of shares purchased at net asset value under the Large Order
NAV Purchase Privilege (see "Choosing a Share Class - Class A shares") may
be subject to a contingent deferred sales charge of 1.00% if redeemed within
12 months of purchase and 0.50% if redeemed within the following six months.
3 This fee is charged on all applicable redemptions or exchanges. Please see
"Policies You Should Know About - Policies about transactions" for further
information.
4 Includes a 0.10% administration fee.
5 Through September 30, 2008, the Advisor has contractually agreed to waive
all or a portion of its management fees and reimburse or pay operating
expenses of the fund to the extent necessary to maintain the fund's total
operating expenses at 2.10% for Class B shares, excluding certain expenses
such as extraordinary expenses, taxes, brokerage, interest and
organizational and offering expenses, and proxy expenses.
DWS Equity Partners Fund | 9
Based on the costs above, this example helps you compare the expenses of each
share class to those of other mutual funds. This example assumes the expenses
above remain the same. It also assumes that you invested $10,000, earned 5%
annual returns and reinvested all dividends and distributions. This is only an
example; actual expenses will be different.
- --------------------------------------------------------------------------------
EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
EXPENSES, assuming you sold your shares at the end of each period
- --------------------------------------------------------------------------------
Class A shares $691 $937 $1,202 $1,957
- --------------------------------------------------------------------------------
Class B shares 612 955 1,324 1,988
- --------------------------------------------------------------------------------
Class C shares 304 630 1,083 2,338
- --------------------------------------------------------------------------------
EXPENSES, assuming you kept your shares
- --------------------------------------------------------------------------------
Class A shares $691 $937 $1,202 $1,957
- --------------------------------------------------------------------------------
Class B shares 212 655 1,124 1,988
- --------------------------------------------------------------------------------
Class C shares 204 630 1,083 2,338
- --------------------------------------------------------------------------------
10 | DWS Equity Partners Fund
OTHER POLICIES AND RISKS
While the previous pages describe the main points of the fund's
strategy and risks, there are a few other issues to know about:
- Although major changes tend to be infrequent, the fund's Board
could change the fund's investment objective without seeking
shareholder approval.
- As a temporary defensive measure, the fund could shift up to 100%
of assets into investments such as money market securities, notes
or bonds issued by the US Treasury or by agencies of the US
government. This could prevent losses, but, while engaged in a
temporary defensive position, the fund will not be pursuing its
investment goal. However, portfolio management may choose not to
use these strategies for various reasons, even in volatile market
conditions.
For more information
This prospectus doesn't tell you about every policy or risk of
investing in the fund.
If you want more information on the fund's allowable securities and
investment practices and the characteristics and risks of each one,
you may want to request a copy of the Statement of Additional
Information (the back cover tells you how to do this).
Keep in mind that there is no assurance that the fund will achieve
its goal.
A complete list of the fund's portfolio holdings is posted as of the
month-end on www.dws-scudder.com (the Web site does not form a part
of this prospectus) on or after the last day of the following month.
This posted information generally remains accessible at least until
the date on which the fund files its Form N-CSR or N-Q with the
Securities and Exchange Commission for the period that includes the
date as of which the posted information is current. In addition, the
fund's top ten equity holdings and other fund information is posted
on www.dws-scudder.com as of the calendar quarter-end on or after
the 15th day following quarter-end. The fund's Statement of
Additional Information includes a description of the fund's policies
and procedures with respect to the disclosure of the fund's
portfolio holdings.
Other Policies and Risks | 11
WHO MANAGES AND OVERSEES THE FUND
The investment advisor
Deutsche Investment Management Americas Inc. ("DIMA" or the
"Advisor"), with headquarters at 345 Park Avenue, New York, NY
10154, is the investment advisor for the fund. Under the oversight
of the Board, the Advisor, or the subadvisor, makes investment
decisions, buys and sells securities for the fund and conducts
research that leads to these purchase and sale decisions. The
Advisor provides a full range of global investment advisory services
to institutional and retail clients.
DWS Scudder is part of Deutsche Asset Management, which is the
marketing name in the US for the asset management activities of
Deutsche Bank AG, DIMA, Deutsche Bank Trust Company Americas and DWS
Trust Company.
Deutsche Asset Management is a global asset management organization
that offers a wide range of investing expertise and resources,
including hundreds of portfolio managers and analysts and an office
network that reaches the world's major investment centers. This
well-resourced global investment platform brings together a wide
variety of experience and investment insight across industries,
regions, asset classes and investing styles.
The Advisor is an indirect, wholly owned subsidiary of Deutsche Bank
AG. Deutsche Bank AG is a major global banking institution that is
engaged in a wide range of financial services, including investment
management, mutual funds, retail, private and commercial banking,
investment banking and insurance.
Prior to March 31, 2007, Investment Company Capital Corp. ("ICCC")
was the fund's investment advisor. Effective March 31, 2007, ICCC
was merged into DIMA. The new investment management agreement with
DIMA was approved by the Board and is identical in substance to the
prior investment management agreement with ICCC.
12 | Who Manages and Oversees the Fund
MANAGEMENT FEE. The Advisor receives a management fee from the fund.
Below is the actual rate paid by the fund for the most recent fiscal
year, as a percentage of the fund's average daily net assets:
- --------------------------------------------------------------------------------
FUND NAME FEE PAID
- --------------------------------------------------------------------------------
DWS Equity Partners Fund 0.69%
- --------------------------------------------------------------------------------
A discussion regarding the basis for the Board's approval of the
fund's investment management agreement and subadvisory agreement is
contained in the shareholder reports for the semi-annual period
ended November 30, 2006 and the annual period ended May 31, 2007
(see "Shareholder reports" on the back cover).
Under a separate administrative services agreement between the fund
and the Advisor, the fund pays the Advisor for providing most of the
fund's administrative services.
The subadvisor
The subadvisor for DWS Equity Partners Fund is Alex. Brown
Investment Management, LLC ("ABIM"). ABIM's address is One South
Street, Baltimore, Maryland 21202.
ABIM is a registered investment advisor with approximately $8.3
billion of assets under management as of August 31, 2007. ABIM is a
Maryland limited liability company owned by J. Dorsey Brown, Patrick
J. O'Brien, Nina K. Yudell and Buppert, Behrens & Owen, Inc. (a
company organized by three principals of ABIM); R. Hutchings Vernon;
Richard W. Palmer; Joseph J. Quingert; Patrick J. O'Brien and Nina
K. Yudell.
ABIM is responsible for decisions to buy and sell securities for the
fund, for broker-dealer selection, and for negotiation of commission
rates. DIMA compensates ABIM out of its management fee.
Who Manages and Oversees the Fund | 13
Portfolio management
The fund is managed by a team of investment professionals who collaborate to
develop and implement the fund's investment strategy. Each portfolio manager on
the team has authority over all aspects of the fund's investment portfolio,
including, but not limited to, purchases and sales of individual securities,
portfolio construction techniques, portfolio risk assessment and the management
of daily cash flows in accordance with portfolio holdings.
The following people handle the day-to-day management of the fund:
Hobart C. Buppert II
Vice President of Alex. Brown Investment Management and Co-Manager of the fund.
- - Managed the fund since 2002.
- - Joined ABIM as a Vice President in 1980.
- - Over 30 years of investment industry experience.
- - Prior experience as portfolio manager at T. Rowe Price Associates and as
a portfolio manager and research analyst at Equitable Trust Company.
- - BA and MBA from Loyola College.
- - Member of the Baltimore Security Analysts Society and the Financial Analysts
Federation.
Lee S. Owen
Vice President of Alex. Brown Investment Management and Co-Manager of the fund.
- - Managed the fund since inception.
- - Joined ABIM as a Vice President in 1983.
- - Over 30 years of investment industry experience.
- - Prior experience as portfolio manager at T. Rowe Price Associates.
- - BA from Williams College and MBA from the University of Virginia.
- - Member of the Baltimore Security Analysts Society and the Financial Analysts
Federation.
Nina K. Yudell
Vice President of Alex. Brown Investment Management and Co-Manager of the fund.
- - Joined the fund in 2007.
- - Joined ABIM in 1992 as a research analyst; portfolio manager since 2004.
- - Prior experience at T. Rowe Price Associates in investment management
positions.
- - BS and MBA from University of Baltimore. MSB from Johns Hopkins University.
- - Previously, adjunct faculty member (finance), New Hampshire College.
The fund's Statement of Additional Information provides additional information
about a portfolio manager's investments in the fund, a description of the
portfolio management compensation structure and information regarding other
accounts managed.
14 | Who Manages and Oversees the Fund
FINANCIAL HIGHLIGHTS
The financial highlights are designed to help you understand recent financial
performance. The figures in the first part of each table are for a single
share. The total return figures represent the percentage that an investor in
the fund would have earned (or lost), assuming all dividends and distributions
were reinvested. This information has been audited by PricewaterhouseCoopers
LLP, independent registered public accounting firm, whose report, along with
the fund's financial statements, is included in the fund's annual report (see
"Shareholder reports" on the back cover).
DWS Equity Partners Fund - Class A
YEARS ENDED MAY 31, 2007 2006 2005 2004 2003
- -------------------------------------------------------------------------------------------------------------------------
SELECTED PER SHARE DATA
- -------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD $28.72 $27.20 $25.35 $20.58 $22.67
- -------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss) a .07 .15 .11 .04 .01
- -------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain
(loss) on investment transactions 5.80 2.36 2.49 4.86 (1.80)
- -------------------------------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS 5.87 2.51 2.60 4.90 (1.79)
- -------------------------------------------------------------------------------------------------------------------------
Less distributions from:
Net investment income (.02) (.17) (.06) (.05) -
- -------------------------------------------------------------------------------------------------------------------------
Net realized gain on investment
transactions (.39) (.82) (.69) (.08) (.30)
- -------------------------------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS (.41) (.99) (.75) (.13) (.30)
- -------------------------------------------------------------------------------------------------------------------------
Redemption fees .00* .00* .00* - -
- -------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD $34.18 $28.72 $27.20 $25.35 $20.58
- -------------------------------------------------------------------------------------------------------------------------
Total Return (%) b 20.53 c 9.29 10.30 23.83 (7.75)
- -------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
- -------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ millions) 291 247 189 154 130
- -------------------------------------------------------------------------------------------------------------------------
Ratio of expenses before expense
reductions (%) 1.21 1.20 1.22 1.24 1.22
- -------------------------------------------------------------------------------------------------------------------------
Ratio of expenses after expense
reductions (%) 1.20 1.20 1.22 1.24 1.22
- -------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income (loss)
(%) .23 .54 .44 .17 .08
- -------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate (%) 13 10 11 7 14
- -------------------------------------------------------------------------------------------------------------------------
a Based on average shares outstanding during the period.
b Total return does not reflect the effect of any sales charges.
c Total return would have been lower had certain expenses not been reduced.
* Amount is less than $.005.
Financial Highlights | 15
DWS Equity Partners Fund - Class B
YEARS ENDED MAY 31, 2007 2006 2005 2004 2003
- -------------------------------------------------------------------------------------------------------------------------
SELECTED PER SHARE DATA
- -------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD $27.10 $25.74 $24.16 $19.72 $21.89
- -------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment
operations:
Net investment income (loss) a (.15) (.03) (.05) (.12) (.12)
- -------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain
(loss) on investment transactions 5.41 2.21 2.32 4.64 (1.75)
- -------------------------------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS 5.26 2.18 2.27 4.52 (1.87)
- -------------------------------------------------------------------------------------------------------------------------
Less distributions from:
Net realized gain on investment
transactions (.39) (.82) (.69) (.08) (.30)
- -------------------------------------------------------------------------------------------------------------------------
Redemption fees .00* .00* .00* - -
- -------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD $31.97 $27.10 $25.74 $24.16 $19.72
- -------------------------------------------------------------------------------------------------------------------------
Total Return (%) b 19.51 c 8.49 9.46 22.87 (8.44)
- -------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
- -------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ millions) 8 8 13 18 22
- -------------------------------------------------------------------------------------------------------------------------
Ratio of expenses before expense
reductions (%) 2.09 1.94 1.97 1.99 1.98
- -------------------------------------------------------------------------------------------------------------------------
Ratio of expenses after expense
reductions (%) 2.04 1.94 1.97 1.99 1.98
- -------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income (loss)
(%) (.61) (.20) (.31) (.58) (.68)
- -------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate (%) 13 10 11 7 14
- -------------------------------------------------------------------------------------------------------------------------
a Based on average shares outstanding during the period.
b Total return does not reflect the effect of any sales charges.
c Total return would have been lower had certain expenses not been reduced.
* Amount is less than $.005.
16 | Financial Highlights
DWS Equity Partners Fund - Class C
YEARS ENDED MAY 31, 2007 2006 2005 2004 2003
- -------------------------------------------------------------------------------------------------------------------------
SELECTED PER SHARE DATA
- -------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD $27.10 $25.74 $24.15 $19.71 $21.89
- -------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss) a (.13) (.03) (.05) (.12) (.12)
- -------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain
(loss) on investment transactions 5.40 2.21 2.33 4.64 (1.76)
- -------------------------------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS 5.27 2.18 2.28 4.52 (1.88)
- -------------------------------------------------------------------------------------------------------------------------
Less distributions from:
Net realized gain on investment
transactions (.39) (.82) (.69) (.08) (.30)
- -------------------------------------------------------------------------------------------------------------------------
Redemption fees .00* .00* .00* - -
- -------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD $31.98 $27.10 $25.74 $24.15 $19.71
- -------------------------------------------------------------------------------------------------------------------------
Total Return (%) b 19.55 c 8.49 9.46 22.93 (8.48)
- -------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
- -------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ millions) 14 14 9 6 4
- -------------------------------------------------------------------------------------------------------------------------
Ratio of expenses before expense
reductions (%) 2.01 1.95 1.97 1.99 1.97
- -------------------------------------------------------------------------------------------------------------------------
Ratio of expenses after expense
reductions (%) 1.99 1.95 1.97 1.99 1.97
- -------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income (loss)
(%) (.56) (.21) (.31) (.58) (.67)
- -------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate (%) 13 10 11 7 14
- -------------------------------------------------------------------------------------------------------------------------
a Based on average shares outstanding during the period.
b Total return does not reflect the effect of any sales charges.
c Total return would have been lower had certain expenses not been reduced.
* Amount is less than $.005.
Financial Highlights | 17
HOW TO INVEST IN THE FUND
The following pages tell you how to invest in the fund and what to expect as a
shareholder. If you're investing directly with DWS Scudder, all of this
information applies to you.
The following pages also tell you about many of the services, choices and
benefits of being a shareholder. You'll also find information on how to check
the status of your account using the method that's most convenient for you.
If you're investing through a "third party provider" - for example, a workplace
retirement plan, financial supermarket or financial advisor - your provider may
have its own policies or instructions and you should follow those.
You can find out more about the topics covered here by speaking with your
FINANCIAL ADVISOR OR A REPRESENTATIVE OF YOUR WORKPLACE RETIREMENT PLAN OR
OTHER INVESTMENT PROVIDER.
CHOOSING A SHARE CLASS
Offered in this prospectus are the share classes noted on the front cover. Each
class has its own fees and expenses, offering you a choice of cost structures.
The fund may offer other classes of shares in a separate prospectus. These
shares are intended for investors seeking the advice and assistance of a
financial advisor, who will typically receive compensation for those services.
Before you invest, take a moment to look over the characteristics of each share
class, so that you can be sure to choose the class that's right for you. You
may want to ask your financial advisor to help you with this decision.
We describe each share class in detail on the following pages. But first, you
may want to look at the table below, which gives you a brief comparison of the
main features of each class.
- -----------------------------------------------------------------------------------------
CLASSES AND FEATURES POINTS TO HELP YOU COMPARE
- -----------------------------------------------------------------------------------------
CLASS A
- Sales charge of up to 5.75% charged - Some investors may be able to reduce
when you buy shares or eliminate their sales charge; see
"Class A shares"
- In most cases, no charge when you
sell shares - Total annual expenses are lower than
those for Class B or Class C
- Up to 0.25% annual shareholder
servicing fee
- -----------------------------------------------------------------------------------------
CLASS B
- No sales charge when you buy shares - The deferred sales charge rate falls to
zero after six years
- Deferred sales charge declining from
4.00%, charged when you sell shares - Shares automatically convert to Class
you bought within the last six years A after six years, which means lower
annual expenses going forward
- 0.75% annual distribution fee and up
to 0.25% annual shareholder servicing
fee
- -----------------------------------------------------------------------------------------
CLASS C
- No sales charge when you buy shares - The deferred sales charge rate for one
year is lower for Class C shares than
- Deferred sales charge of 1.00%, Class B shares, but your shares never
charged when you sell shares you convert to Class A, so annual expenses
bought within the last year remain higher
- 0.75% annual distribution fee and up
to 0.25% annual shareholder servicing
fee
- -----------------------------------------------------------------------------------------
Choosing a Share Class | 19
Your financial advisor will typically be paid a fee when you buy
shares and may receive different levels of compensation depending
upon which class of shares you buy. The fund may pay financial
advisors or other intermediaries compensation for the services they
provide to their clients. This compensation may vary depending on
the fund you buy or the class of shares of a fund that you buy. Your
financial advisor may also receive compensation from the Advisor
and/or its affiliates, please see "Financial intermediary support
payments."
Class A shares
Class A shares may make sense for long-term investors, especially
those who are eligible for a reduced or eliminated sales charge.
Class A shares have a 12b-1 plan, under which a shareholder
servicing fee of up to 0.25% is deducted from class assets each
year. Because the shareholder servicing fee is continuous in nature,
it may, over time, increase the cost of your investment and may cost
you more than paying other types of sales charges.
Class A shares have an up-front sales charge that varies with the
amount you invest:
- --------------------------------------------------------------------------------
FRONT-END SALES FRONT-END SALES
CHARGE AS % CHARGE AS % OF YOUR
YOUR INVESTMENT OF OFFERING PRICE 1,2 NET INVESTMENT 2
- --------------------------------------------------------------------------------
Up to $50,000 5.75% 6.10%
$50,000-$99,999 4.50 4.71
$100,000-$249,999 3.50 3.63
$250,000-$499,999 2.60 2.67
$500,000-$999,999 2.00 2.04
$1 million or more see below see below
1 The offering price includes the sales charge.
2 Because of rounding in the calculation of the offering price,
the actual front-end sales charge paid by an investor may be
higher or lower than the percentages noted.
YOU MAY BE ABLE TO LOWER YOUR CLASS A SALES CHARGE IF:
- you plan to invest at least $50,000 in Class A shares (including
Class A shares in other retail DWS funds) over the next 24 months
("Letter of Intent")
20 | Choosing a Share Class
- the amount of Class A shares you already own (including Class A
shares in other retail DWS funds) plus the amount you're investing
now in Class A shares is at least $50,000 ("Cumulative Discount")
- you are investing a total of $50,000 or more in Class A shares of
several retail DWS funds on the same day ("Combined Purchases")
The point of these three features is to let you count investments
made at other times or in certain other funds for purposes of
calculating your present sales charge. Any time you can use the
privileges to "move" your investment into a lower sales charge
category, it's generally beneficial for you to do so.
For purposes of determining whether you are eligible for a reduced
Class A sales charge, you and your immediate family (your spouse or
life partner and your children or stepchildren age 21 or younger)
may aggregate your investments in the DWS family of funds. This
includes, for example, investments held in a retirement account, an
employee benefit plan or at a financial advisor other than the one
handling your current purchase. These combined investments will be
valued at their current offering price to determine whether your
current investment qualifies for a reduced sales charge.
To receive a reduction in your Class A initial sales charge, you
must let your financial advisor or Shareholder Services know at the
time you purchase shares that you qualify for such a reduction. You
may be asked by your financial advisor or Shareholder Services to
provide account statements or other information regarding related
accounts of you or your immediate family in order to verify your
eligibility for a reduced sales charge.
For more information about sales charge discounts, please visit the
"Individual Investors" section of www.dws-scudder.com (click on the
link entitled "Fund Sales Charge and Breakpoint Schedule"), consult
with your financial advisor or refer to the section entitled
"Purchase or Redemption of Shares" in the fund's Statement of
Additional Information.
IN CERTAIN CIRCUMSTANCES, YOU MAY BE ABLE TO BUY CLASS A SHARES
WITHOUT A SALES CHARGE. For example, the sales charge will be waived
if you are reinvesting dividends or distributions or if you are
exchanging an investment in Class A shares of another fund in the
DWS family of funds for an investment in
Choosing a Share Class | 21
Class A shares of the fund. In addition, a sales charge waiver may
apply to transactions by certain retirement plans and certain other
entities or persons (e.g., affiliated persons of DeAM or the DWS
funds) and with respect to certain types of investments (e.g., an
investment advisory or agency commission program under which you pay
a fee to an investment advisor or other firm for portfolio
management or brokerage services).
Details regarding the types of investment programs and categories of
investors eligible for a sales charge waiver are provided in the
fund's Statement of Additional Information.
There are a number of additional provisions that apply in order to
be eligible for a sales charge waiver. The fund may waive the sales
charge for investors in other situations as well. Your financial
advisor or Shareholder Services can answer your questions and help
you determine if you are eligible.
IF YOU'RE INVESTING $1 MILLION OR MORE, either as a lump sum or
through one of the sales charge reduction features described above,
you may be eligible to buy Class A shares without a sales charge
("Large Order NAV Purchase Privilege"). However, you may be charged
a contingent deferred sales charge (CDSC) of 1.00% on any shares you
sell within 12 months of owning them and a similar charge of 0.50%
on shares you sell within the following six months. This CDSC is
waived under certain circumstances (see "Policies You Should Know
About"). Your financial advisor or Shareholder Services can answer
your questions and help you determine if you're eligible.
Class B shares
Class B shares may make sense for long-term investors who prefer to
see all of their investment go to work right away and can accept
somewhat higher annual expenses. Please note, however, that since
not all DWS funds offer Class B shares, exchange options may be
limited.
With Class B shares, you pay no up-front sales charge to the fund.
Class B shares have a 12b-1 plan, under which a distribution fee of
0.75% and a shareholder servicing fee of up to 0.25% are deducted
from class assets each year. This means the annual expenses for
Class B shares are somewhat higher (and their performance
correspondingly lower) compared to Class A shares. However, unlike
Class A shares, your entire
22 | Choosing a Share Class
investment goes to work immediately. After six years, Class B shares
automatically convert on a tax-free basis to Class A shares, which
has the net effect of lowering the annual expenses from the seventh
year on.
Class B shares have a CDSC. This charge declines over the years you
own shares and disappears completely after six years of ownership.
But for any shares you sell within those six years, you may be
charged as follows:
- --------------------------------------------------------------------------------
YEAR AFTER YOU BOUGHT SHARES CDSC ON SHARES YOU SELL
- --------------------------------------------------------------------------------
First year 4.00%
- --------------------------------------------------------------------------------
Second or third year 3.00
- --------------------------------------------------------------------------------
Fourth or fifth year 2.00
- --------------------------------------------------------------------------------
Sixth year 1.00
- --------------------------------------------------------------------------------
Seventh year and later None (automatic conversion to Class A)
- --------------------------------------------------------------------------------
This CDSC is waived under certain circumstances (see "Policies You
Should Know About"). Your financial advisor or Shareholder Services
can answer your questions and help you determine if you're eligible.
While Class B shares don't have any front-end sales charge, their
higher annual expenses mean that over the years you could end up
paying more than the equivalent of the maximum allowable front-end
sales charge.
If you are thinking of making a large purchase in Class B shares or
if you already own a large amount of Class A shares of the fund or
other DWS funds, it may be more cost efficient to purchase Class A
shares instead. Orders to purchase Class B shares of $100,000 or
more will be declined with the exception of orders received from
financial representatives acting for clients whose shares are held
in an omnibus account and certain employer-sponsored employee
benefit plans. You should consult with your financial advisor to
determine which class of shares is appropriate for you.
Choosing a Share Class | 23
Class C shares
Class C shares may appeal to investors who plan to sell some or all
of their shares within six years of buying them or who aren't
certain of their investment time horizon.
With Class C shares, you pay no up-front sales charge to the fund.
Class C shares have a 12b-1 plan, under which a distribution fee of
0.75% and a shareholder servicing fee of up to 0.25% are deducted
from class assets each year. Because of these fees, the annual
expenses for Class C shares are similar to those of Class B shares,
but higher than those for Class A shares (and the performance of
Class C shares is correspondingly lower than that of Class A
shares).
Unlike Class B shares, Class C shares do NOT automatically convert
to Class A shares after six years, so they continue to have higher
annual expenses.
Class C shares have a CDSC, but only on shares you sell within one
year of buying them:
- --------------------------------------------------------------------------------
YEAR AFTER YOU BOUGHT SHARES CDSC ON SHARES YOU SELL
- --------------------------------------------------------------------------------
First year 1.00%
- --------------------------------------------------------------------------------
Second year and later None
- --------------------------------------------------------------------------------
This CDSC is waived under certain circumstances (see "Policies You
Should Know About"). Your financial advisor or Shareholder Services
can answer your questions and help you determine if you're eligible.
While Class C shares do not have an up-front sales charge, their
higher annual expenses mean that, over the years, you could end up
paying more than the equivalent of the maximum allowable up-front
sales charge.
Orders to purchase Class C shares of $500,000 or more will be
declined with the exception of orders received from financial
representatives acting for clients whose shares are held in an
omnibus account and certain employer-sponsored employee benefit
plans.
24 | Choosing a Share Class
How to BUY Class A, B and C Shares
- ----------------------------------------------------------------------------------------
FIRST INVESTMENT ADDITIONAL INVESTMENTS
- ----------------------------------------------------------------------------------------
$1,000 or more for regular accounts $50 or more for regular accounts and
$500 or more for IRAs IRA accounts
$500 or more with an Automatic $50 or more with an Automatic
Investment Plan Investment Plan
- ----------------------------------------------------------------------------------------
THROUGH A FINANCIAL ADVISOR
- Contact your advisor using the - Contact your advisor using the
method that's most convenient for you method that's most convenient for you
- ----------------------------------------------------------------------------------------
BY MAIL OR EXPRESS MAIL (SEE BELOW)
- Fill out and sign an application - Send a check made out to "DWS
Scudder" and a DWS Scudder
- Send it to us at the appropriate investment slip to us at the
address, along with an investment appropriate address below
check
- If you don't have an investment slip,
simply include a letter with your
name, account number, the full name
of the fund and the share class and
your investment instructions
- ----------------------------------------------------------------------------------------
BY WIRE
- Call (800) 621-1048 for instructions - Call (800) 621-1048 for instructions
- ----------------------------------------------------------------------------------------
BY PHONE
Not available - Call (800) 621-1048 for instructions
- ----------------------------------------------------------------------------------------
WITH AN AUTOMATIC INVESTMENT PLAN
- Fill in the application and include a - Call (800) 621-1048 for instructions
voided check
- ----------------------------------------------------------------------------------------
USING QuickBuy
Not available - Call (800) 621-1048 to make sure
QuickBuy is set up on your account; if
it is, you can request a transfer from
your bank account of any amount
between $50 and $250,000
- ----------------------------------------------------------------------------------------
ON THE INTERNET
Not available - Go to www.dws-scudder.com and
register
- Follow the instructions for buying
shares with money from your bank
account
- ----------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
REGULAR MAIL:
First Investment: DWS Scudder, PO Box 219356, Kansas City, MO 64121-9356
Additional Investments: DWS Scudder, PO Box 219154, Kansas City, MO 64121-9154
EXPRESS, REGISTERED OR CERTIFIED MAIL:
DWS Scudder, 210 W. 10th Street, Kansas City, MO 64105-1614
How to Buy Class A, B and C Shares | 25
How to EXCHANGE or SELL Class A, B and C Shares
- ----------------------------------------------------------------------------------------
EXCHANGING INTO ANOTHER FUND SELLING SHARES
- ----------------------------------------------------------------------------------------
Some transactions, including most for
- Exchanges into existing accounts: over $100,000, can only be ordered in
$50 minimum per fund writing with a signature guarantee;
please see "Signature Guarantee"
- Exchanges into new accounts:
$1,000 minimum per fund
$500 minimum for IRAs
- ----------------------------------------------------------------------------------------
THROUGH A FINANCIAL ADVISOR
- Contact your advisor by the method - Contact your advisor by the method
that's most convenient for you that's most convenient for you
- ----------------------------------------------------------------------------------------
BY PHONE OR WIRE
- Call (800) 621-1048 for instructions - Call (800) 621-1048 for instructions
- ----------------------------------------------------------------------------------------
BY MAIL OR EXPRESS MAIL
(see previous page for address)
Write a letter that includes: Write a letter that includes:
- the fund, class and account number - the fund, class and account number
you're exchanging out of from which you want to sell shares
- the dollar amount or number of shares - the dollar amount or number of shares
you want to exchange you want to sell
- the name and class of the fund you - your name(s), signature(s) and
want to exchange into address, as they appear on your
account
- your name(s), signature(s) and
address, as they appear on your - a daytime telephone number
account
- a daytime telephone number
- ----------------------------------------------------------------------------------------
WITH AN AUTOMATIC EXCHANGE PLAN WITH AN AUTOMATIC WITHDRAWAL PLAN
- To set up regular exchanges from a - Call (800) 621-1048 (minimum $50)
fund account, call (800) 621-1048
- ----------------------------------------------------------------------------------------
USING QuickSell
Not available - Call (800) 621-1048 to make sure
QuickSell is set up on your account; if
it is, you can request a transfer to your
bank account of any amount between
$50 and $250,000
- ----------------------------------------------------------------------------------------
ON THE INTERNET
- Register at www.dws-scudder.com - Register at www.dws-scudder.com
and log in and then follow the and log in and then follow the
instructions for making on-line instructions for making on-line
exchanges redemptions
- ----------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
TO REACH US: WEB SITE: www.dws-scudder.com
TELEPHONE REPRESENTATIVE: (800) 621-1048, M-F, 9 a.m. - 6 p.m. ET
TDD LINE: (800) 972-3006, M-F, 9 a.m. - 6 p.m. ET
26 | How to Exchange or Sell Class A, B and C Shares
Financial intermediary support payments
The Advisor, DWS Scudder Distributors, Inc. (the "Distributor")
and/or their affiliates may pay additional compensation, out of
their own assets and not as an additional charge to the fund, to
selected affiliated and unaffiliated brokers, dealers, participating
insurance companies or other financial intermediaries ("financial
advisors") in connection with the sale and/or distribution of fund
shares or the retention and/or servicing of fund investors and fund
shares ("revenue sharing"). Such revenue sharing payments are in
addition to any distribution or service fees payable under any Rule
12b-1 or service plan of the fund, any record keeping/sub-transfer
agency/networking fees payable by the fund (generally through the
Distributor or an affiliate) and/or the Distributor to certain
financial advisors for performing such services and any sales
charges, commissions, non-cash compensation arrangements expressly
permitted under applicable rules of the NASD or other concessions
described in the fee table or elsewhere in this prospectus or the
Statement of Additional Information as payable to all financial
advisors. For example, the Advisor, the Distributor and/or their
affiliates may compensate financial advisors for providing the fund
with "shelf space" or access to a third party platform or fund
offering list or other marketing programs including, without
limitation, inclusion of the fund on preferred or recommended sales
lists, mutual fund "supermarket" platforms and other formal sales
programs; granting the Distributor access to the financial advisor's
sales force; granting the Distributor access to the financial
advisor's conferences and meetings; assistance in training and
educating the financial advisor's personnel; and obtaining other
forms of marketing support.
The level of revenue sharing payments made to financial advisors may
be a fixed fee or based upon one or more of the following factors:
gross sales, current assets and/or number of accounts of the fund
attributable to the financial advisor, the particular fund or fund
type or other measures as agreed to by the Advisor, the Distributor
and/or their affiliates and the financial advisors or any
combination thereof. The amount of these revenue sharing payments is
determined at the discretion of the Advisor, the Distributor and/or
their affiliates from time to time, may be substantial, and may be
different for different financial advisors based on, for example,
the nature of the services provided by the financial advisor.
How to Exchange or Sell Class A, B and C Shares | 27
The Advisor, the Distributor and/or their affiliates currently make
revenue sharing payments from their own assets in connection with
the sale and/or distribution of DWS Fund shares or the retention
and/or servicing of investors and DWS Fund shares to financial
advisors in amounts that generally range from .01% up to .50% of
assets of the fund serviced and maintained by the financial advisor,
.10% to .25% of sales of the fund attributable to the financial
advisor, a flat fee of $12,500 up to $500,000, or any combination
thereof. These amounts are subject to change at the discretion of
the Advisor, the Distributor and/or their affiliates. Receipt of, or
the prospect of receiving, this additional compensation may
influence your financial advisor's recommendation of the fund or of
any particular share class of the fund. You should review your
financial advisor's compensation disclosure and/or talk to your
financial advisor to obtain more information on how this
compensation may have influenced your financial advisor's
recommendation of the fund. Additional information regarding these
revenue sharing payments is included in the fund's Statement of
Additional Information, which is available to you on request at no
charge (see the back cover of this prospectus for more information
on how to request a copy of the Statement of Additional
Information).
The Advisor, the Distributor and/or their affiliates may also make
such revenue sharing payments to financial advisors under the terms
discussed above in connection with the distribution of both DWS
funds and non-DWS funds by financial advisors to retirement plans
that obtain record keeping services from ADP, Inc. on the DWS
Scudder branded retirement plan platform (the "Platform") with the
level of revenue sharing payments being based upon sales of both the
DWS funds and the non-DWS funds by the financial advisor on the
Platform or current assets of both the DWS funds and the non-DWS
funds serviced and maintained by the financial advisor on the
Platform.
It is likely that broker-dealers that execute portfolio transactions
for the fund will include firms that also sell shares of the DWS
funds to their customers. However, the Advisor will not consider
sales of DWS fund shares as a factor in the selection of
broker-dealers to execute portfolio transactions for the DWS funds.
Accordingly, the Advisor has implemented policies and procedures
reasonably designed to prevent its traders from considering sales of
DWS fund shares as a factor in the selection of
28 | How to Exchange or Sell Class A, B and C Shares
broker-dealers to execute portfolio transactions for the fund. In
addition, the Advisor, the Distributor and/or their affiliates will
not use fund brokerage to pay for their obligation to provide
additional compensation to financial advisors as described above.
POLICIES YOU SHOULD KNOW ABOUT
Along with the instructions on the previous pages, the policies
below may affect you as a shareholder. Some of this information,
such as the section on distributions and taxes, applies to all
investors, including those investing through a financial advisor.
If you are investing through a financial advisor or through a
retirement plan, check the materials you received from them about
how to buy and sell shares because particular financial advisors or
other intermediaries may adopt policies, procedures or limitations
that are separate from those described by the fund. Please note that
a financial advisor may charge fees separate from those charged by
the fund and may be compensated by the fund.
Keep in mind that the information in this prospectus applies only to
the shares offered herein. Other share classes are described in
separate prospectuses and have different fees, requirements and
services.
In order to reduce the amount of mail you receive and to help reduce
expenses, we generally send a single copy of any shareholder report
and prospectus to each household. If you do not want the mailing of
these documents to be combined with those for other members of your
household, please contact your financial advisor or call (800)
621-1048.
Policies about transactions
THE FUND IS OPEN FOR BUSINESS each day the New York Stock Exchange
is open. The fund calculates its share price for each class every
business day, as of the close of regular trading on the New York
Stock Exchange (typically 4:00 p.m. Eastern time, but sometimes
earlier, as in the case of scheduled half-day trading or unscheduled
suspensions of trading). You can place an order to buy or sell
shares at any time.
Policies You Should Know About | 29
To help the government fight the funding of terrorism and money
laundering activities, federal law requires all financial
institutions to obtain, verify and record information that
identifies each person who opens an account. What this means to you:
When you open an account, we will ask for your name, address, date
of birth and other information that will allow us to identify you.
Some or all of this information will be used to verify the identity
of all persons opening an account.
We might request additional information about you (which may include
certain documents, such as articles of incorporation for companies)
to help us verify your identity and, in some cases, the information
and/or documents may be required to conduct the verification. The
information and documents will be used solely to verify your
identity.
We will attempt to collect any missing required and requested
information by contacting you or your financial advisor. If we are
unable to obtain this information within the time frames established
by the fund, then we may reject your application and order.
The fund will not invest your purchase until all required and
requested identification information has been provided and your
application has been submitted in "good order." After we receive all
the information, your application is deemed to be in good order and
we accept your purchase, you will receive the net asset value per
share next calculated, less any applicable sales charge.
If we are unable to verify your identity within time frames
established by the fund, after a reasonable effort to do so, you
will receive written notification.
With certain limited exceptions, only US residents may invest in the
fund.
Because orders placed through a financial advisor must be forwarded
to the transfer agent before they can be processed, you'll need to
allow extra time. Your financial advisor should be able to tell you
approximately when your order will be processed. It is the
responsibility of your financial advisor to forward your order to
the transfer agent in a timely manner.
INITIAL PURCHASE. The minimum initial investment for Class A, B and
C shares is $1,000, except for investments on behalf of participants
in certain fee-based and wrap programs offered through certain
financial intermediaries approved by the Advisor,
30 | Policies You Should Know About
for which there is no minimum initial investment; and IRAs, for
which the minimum initial investment is $500 per account. The
minimum initial investment is $500 per account if you establish an
automatic investment plan. Group retirement plans and certain other
accounts have similar or lower minimum share balance requirements.
SUB-MINIMUM BALANCES. The fund may close your account and send you
the proceeds if your balance falls below $1,000 ($250 for retirement
accounts and $500 for accounts with an Automatic Investment Plan
funded with $50 or more per month in subsequent investments); we
will give you 60 days' notice (90 days for retirement accounts) so
you can either increase your balance or close your account (these
policies don't apply to investors with $100,000 or more in DWS fund
shares, investors in certain fee-based and wrap programs offered
through certain financial intermediaries approved by the Advisor, or
group retirement plans and certain other accounts having lower
minimum share balance requirements).
SUBSEQUENT INVESTMENTS. The minimum subsequent investment is $50.
However, there is no minimum investment requirement for subsequent
investments in Class A shares on behalf of participants in certain
fee-based and wrap programs offered through certain financial
intermediaries approved by the Advisor.
MARKET TIMING POLICIES AND PROCEDURES. Short-term and excessive
trading of fund shares may present risks to the fund's long-term
shareholders, including potential dilution in the value of fund
shares, interference with the efficient management of the fund's
portfolio (including losses on the sale of investments), taxable
gains to remaining shareholders and increased brokerage and
administrative costs. These risks may be more pronounced if the fund
invests in certain securities, such as those that trade in foreign
markets, are illiquid or do not otherwise have "readily available
market quotations." Certain investors may seek to employ short-term
trading strategies aimed at exploiting variations in portfolio
valuation that arise from the nature of the securities held by the
fund (e.g., "time zone arbitrage"). The fund discourages short-term
and excessive trading and has adopted policies and procedures that
are intended to detect and deter short-term and excessive trading.
Policies You Should Know About | 31
Pursuant to its policies, the fund will impose a 2% redemption fee
on fund shares held for less than a specified holding period
(subject to certain exceptions discussed below under "Redemption
fees"). The fund also reserves the right to reject or cancel a
purchase or exchange order for any reason without prior notice. For
example, the fund may in its discretion reject or cancel a purchase
or an exchange order even if the transaction is not subject to the
specific roundtrip transaction limitation described below if the
Advisor believes that there appears to be a pattern of short-term or
excessive trading activity by a shareholder or deems any other
trading activity harmful or disruptive to the fund. The fund,
through its Advisor and Transfer Agent, will measure short-term and
excessive trading by the number of roundtrip transactions within a
shareholder's account during a rolling 12-month period. A
"roundtrip" transaction is defined as any combination of purchase
and redemption activity (including exchanges) of the same fund's
shares. The fund may take other trading activity into account if the
fund believes such activity is of an amount or frequency that may be
harmful to long-term shareholders or disruptive to portfolio
management.
Shareholders are limited to four roundtrip transactions in the same
DWS Fund (excluding money market funds) over a rolling 12-month
period. Shareholders with four or more roundtrip transactions in the
same DWS Fund within a rolling 12-month period generally will be
blocked from making additional purchases of, or exchanges into, that
DWS Fund. The fund has sole discretion whether to remove a block
from a shareholder's account. The rights of a shareholder to redeem
shares of a DWS Fund are not affected by the four roundtrip
transaction limitation, but all redemptions remain subject to the
fund's redemption fee policy (see "Redemption fees" described
below).
The Advisor may make exceptions to the roundtrip transaction policy
for certain types of transactions if in its opinion the transactions
do not represent short-term or excessive trading or are not abusive
or harmful to the fund, such as, but not limited to, systematic
transactions, required minimum retirement distributions,
transactions initiated by the fund or administrator and transactions
by certain qualified fund-of-fund(s).
32 | Policies You Should Know About
In certain circumstances where shareholders hold shares of the fund
through a financial intermediary, the fund may rely upon the
financial intermediary's policy to deter short-term or excessive
trading if the Advisor believes that the financial intermediary's
policy is reasonably designed to detect and deter transactions that
are not in the best interest of the fund. A financial intermediary's
policy relating to short-term or excessive trading may be more or
less restrictive than the DWS Funds' policy, may permit certain
transactions not permitted by the DWS Funds' policies, or prohibit
transactions not subject to the DWS Funds' policies.
The Advisor may also accept undertakings from a financial
intermediary to enforce short-term or excessive trading policies on
behalf of the fund that provide a substantially similar level of
protection for the fund against such transactions. For example,
certain financial intermediaries may have contractual or legal
restrictions that prevent them from blocking an account. In such
instances, the financial intermediary may use alternate techniques
that the Advisor considers to be a reasonable substitute for such a
block.
In addition, if the fund invests some portion of its assets in
foreign securities, it has adopted certain fair valuation practices
intended to protect the fund from "time zone arbitrage" with respect
to its foreign securities holdings and other trading practices that
seek to exploit variations in portfolio valuation that arise from
the nature of the securities held by the fund. (See "How the fund
calculates share price.")
There is no assurance that these policies and procedures will be
effective in limiting short-term and excessive trading in all cases.
For example, the Advisor may not be able to effectively monitor,
detect or limit short-term or excessive trading by underlying
shareholders that occurs through omnibus accounts maintained by
broker-dealers or other financial intermediaries. The Advisor
reviews trading activity at the omnibus level to detect short-term
or excessive trading. If the Advisor has reason to suspect that
short-term or excessive trading is occurring at the omnibus level,
the Advisor will contact the financial intermediary to request
underlying shareholder level activity. Depending on the amount of
fund shares held in such omnibus accounts (which may represent most
of the fund's shares) short-term and/or excessive trading of fund
shares could adversely affect long-term shareholders in the fund. If
short-term or excessive trading is identified, the Advisor will take
appropriate action.
Policies You Should Know About | 33
The fund's market timing policies and procedures may be modified or
terminated at any time.
REDEMPTION FEES. The fund imposes a redemption fee of 2% of the
total redemption amount (calculated at net asset value, without
regard to the effect of any contingent deferred sales charge; any
contingent deferred sales charge is also assessed on the total
redemption amount without regard to the assessment of the 2%
redemption fee) on all fund shares redeemed or exchanged within 15
days of buying them (either by purchase or exchange). The redemption
fee is paid directly to the fund and is designed to encourage
long-term investment and to offset transaction and other costs
associated with short-term or excessive trading. For purposes of
determining whether the redemption fee applies, shares held the
longest time will be treated as being redeemed first and shares held
the shortest time will be treated as being redeemed last.
The redemption fee is applicable to fund shares purchased either
directly or through a financial intermediary, such as a
broker-dealer. Transactions through financial intermediaries
typically are placed with the fund on an omnibus basis and include
both purchase and sale transactions placed on behalf of multiple
investors. These purchase and sale transactions are generally netted
against one another and placed on an aggregate basis; consequently
the identities of the individuals on whose behalf the transactions
are placed generally are not known to the fund. For this reason, the
fund has undertaken to notify financial intermediaries of their
obligation to assess the redemption fee on customer accounts and to
collect and remit the proceeds to the fund. However, due to
operational requirements, the intermediaries' methods for tracking
and calculating the fee may be inadequate or differ in some respects
from the fund's. Subject to approval by the Advisor or the fund's
Board, intermediaries who transact business on an omnibus basis may
implement the redemption fees according to their own operational
guidelines (which may be different than the fund's policies) and
remit the fees to the fund.
The redemption fee will not be charged in connection with the
following exchange or redemption transactions: (i) transactions on
behalf of participants in certain research wrap programs; (ii)
transactions on behalf of participants in certain group retirement
plans and financial intermediaries whose processing systems are
incapable of properly applying the redemption fee to underlying
shareholders; (iii) transactions on behalf of a shareholder to
34 | Policies You Should Know About
return any excess IRA contributions to the shareholder; (iv)
transactions on behalf of a shareholder to effect a required minimum
distribution on an IRA; (v) transactions on behalf of any mutual
fund advised by the Advisor and its affiliates (e.g., "funds of
funds") or, in the case of a master/feeder relationship, redemptions
by the feeder fund from the master portfolio; (vi) transactions on
behalf of certain unaffiliated mutual funds operating as funds of
funds; (vii) transactions following death or disability of any
registered shareholder, beneficial owner or grantor of a living
trust with respect to shares purchased before death or disability;
(viii) transactions involving hardship of any registered
shareholder; (ix) systematic transactions with pre-defined trade
dates for purchases, exchanges or redemptions, such as automatic
account rebalancing, or loan origination and repayments; (x)
transactions involving shares purchased through the reinvestment of
dividends or other distributions; (xi) transactions involving shares
transferred from another account in the same fund or converted from
another class of the same fund (e.g., shares converting from Class B
to Class A) (the redemption fee period will carry over to the
acquired shares); (xii) transactions initiated by the fund or
administrator (e.g., redemptions for not meeting account minimums,
to pay account fees funded by share redemptions, or in the event of
the liquidation or merger of the fund); or (xiii) transactions in
cases when there are legal or contractual limitations or
restrictions on the imposition of the redemption fee (as determined
by the fund or its agents in their sole discretion). It is the
policy of the DWS funds to permit approved fund platform providers
to execute transactions within the funds without the imposition of a
redemption fee if such providers have implemented alternative
measures that are determined by the Advisor to provide controls on
short-term and excessive trading that are comparable to the DWS
funds' policies.
THE AUTOMATED INFORMATION LINE IS AVAILABLE 24 HOURS A DAY BY
CALLING (800) 621-1048. You can use our automated phone services to
get information on DWS funds generally and on accounts held directly
at DWS Scudder. You can also use this service to make exchanges and
sell shares.
QUICKBUY AND QUICKSELL let you set up a link between a DWS fund
account and a bank account. Once this link is in place, you can move
money between the two with a phone call. You'll need to make sure
your bank has Automated Clearing House
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS
The DWS Scudder Web site can be a valuable resource for shareholders with
Internet access. Go to WWW.DWS-SCUDDER.COM to get up-to-date information, review
balances or even place orders for exchanges.
Policies You Should Know About | 35
(ACH) services. Transactions take two to three days to be completed
and there is a $50 minimum and a $250,000 maximum. To set up
QuickBuy or QuickSell on a new account, see the account application;
to add it to an existing account, call (800) 621-1048.
TELEPHONE AND ELECTRONIC TRANSACTIONS. Generally, you are
automatically entitled to telephone and electronic transaction
privileges, but you may elect not to have them when you open your
account or by contacting Shareholder Services at (800) 621-1048 at a
later date.
Since many transactions may be initiated by telephone or
electronically, it's important to understand that as long as we take
reasonable steps to ensure that an order to purchase or redeem
shares is genuine, such as recording calls or requesting
personalized security codes or other information, we are not
responsible for any losses that may occur as a result. For
transactions conducted over the Internet, we recommend the use of a
secure Internet browser. In addition, you should verify the accuracy
of your confirmation statements immediately after you receive them.
THE FUND DOES NOT ISSUE SHARE CERTIFICATES. However, if you
currently have shares in certificated form, you must include the
share certificates properly endorsed or accompanied by a duly
executed stock power when exchanging or redeeming shares. You may
not exchange or redeem shares in certificate form by telephone or
via the Internet.
WHEN YOU ASK US TO SEND OR RECEIVE A WIRE, please note that while we
don't charge a fee to send or receive wires, it's possible that your
bank may do so. Wire transactions are generally completed within 24
hours. The fund can only send wires of $1,000 or more and accept
wires of $50 or more.
THE FUND ACCEPTS PAYMENT FOR SHARES ONLY IN US DOLLARS by check,
bank or Federal Funds wire transfer or by electronic bank transfer.
Please note that the fund does not accept cash, money orders,
traveler's checks, starter checks, third party checks (except checks
for retirement plan asset transfers and rollovers or for Uniform
Gift to Minors Act/Uniform Transfers to Minors Act accounts), checks
drawn on foreign banks or checks issued by credit card companies or
Internet-based companies. Thus,
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS
If you ever have difficulty placing an order by phone or Internet, you can send
us your order in writing.
36 | Policies You Should Know About
subject to the foregoing exceptions for certain third party checks,
checks that are otherwise permissible must be drawn by the account
holder on a domestic bank and must be payable to the fund.
SIGNATURE GUARANTEE. When you want to sell more than $100,000 worth
of shares or send proceeds to a third party or to a new address,
you'll usually need to place your order in writing and include a
signature guarantee. However, if you want money wired to a bank
account that is already on file with us, you don't need a signature
guarantee. Also, generally you don't need a signature guarantee for
an exchange, although we may require one in certain other
circumstances.
A signature guarantee is simply a certification of your signature -
a valuable safeguard against fraud. You can get a signature
guarantee from an eligible guarantor institution, including
commercial banks, savings and loans, trust companies, credit unions,
member firms of a national stock exchange or any member or
participant of an approved signature guarantor program. Note that
you can't get a signature guarantee from a notary public and we must
be provided the original guarantee.
SELLING SHARES OF TRUST ACCOUNTS AND BUSINESS OR ORGANIZATION
ACCOUNTS may require additional documentation. Please call (800)
621-1048 or contact your financial advisor for more information.
WHEN YOU SELL SHARES THAT HAVE A CDSC, we calculate the CDSC as a
percentage of what you paid for the shares or what you are selling
them for - whichever results in the lower charge to you. In
processing orders to sell shares, the shares with the lowest CDSC
are sold first. Exchanges from one fund into another don't affect
CDSCs; for each investment you make, the date you first bought
shares is the date we use to calculate a CDSC on that particular
investment.
There are certain cases in which you may be exempt from a CDSC.
These include:
- the death or disability of an account owner (including a joint
owner). This waiver applies only under certain conditions. Please
contact your financial advisor or Shareholder Services to
determine if the conditions exist
- withdrawals made through an automatic withdrawal plan. Such
withdrawals may be made at a maximum of 12% per year of the net
asset value of the account
Policies You Should Know About | 37
- withdrawals related to certain retirement or benefit plans
- redemptions for certain loan advances, hardship provisions or
returns of excess contributions from retirement plans
- for Class A shares purchased through the Large Order NAV Purchase
Privilege, redemption of shares whose dealer of record at the
time of the investment notifies the Distributor that the dealer
waives the applicable commission
- for Class C shares, redemption of shares purchased through a
dealer-sponsored asset allocation program maintained on an
omnibus record-keeping system, provided the dealer of record has
waived the advance of the first year distribution and service
fees applicable to such shares and has agreed to receive such
fees quarterly
In each of these cases, there are a number of additional provisions
that apply in order to be eligible for a CDSC waiver. Your financial
advisor or Shareholder Services can answer your questions and help
you determine if you are eligible.
IF YOU SELL SHARES IN A DWS FUND AND THEN DECIDE TO INVEST WITH DWS
SCUDDER AGAIN WITHIN SIX MONTHS, you may be able to take advantage
of the "reinstatement feature." With this feature, you can put your
money back into the same class of a DWS fund at its current NAV and,
for purposes of a sales charge, it will be treated as if it had
never left DWS Scudder.
You'll be reimbursed (in the form of fund shares) for any CDSC you
paid when you sold. Future CDSC calculations will be based on your
original investment date, rather than your reinstatement date. There
is also an option that lets investors who sold Class B shares buy
Class A shares (if available) with no sales charge, although they
won't be reimbursed for any CDSC they paid. You can only use the
reinstatement feature once for any given group of shares. To take
advantage of this feature, contact Shareholder Services or your
financial advisor.
MONEY FROM SHARES YOU SELL is normally sent out within one business
day of when your order is processed (not when it is received),
although it could be delayed for up to seven days. There are other
circumstances when it could be longer: When you are selling shares
you bought recently by check (redemption proceeds from such a sale
are unavailable until the check has cleared), when you make
purchases by ACH (the funds will be placed under a 10 calendar day
hold to ensure good funds) or when unusual circumstances prompt the
SEC to allow further
38 | Policies You Should Know About
delays. Certain expedited redemption processes may also be delayed
when you are selling recently purchased shares or in the event of
closing of the Federal Reserve Bank's wire payment system. In
addition, the fund reserves the right to suspend or postpone
redemptions as permitted pursuant to Section 22(e) of the Investment
Company Act of 1940. Generally, those circumstances are when 1) the
New York Stock Exchange is closed other than customary weekend or
holiday closings; 2) trading on the New York Stock Exchange is
restricted; 3) an emergency exists which makes the disposal of
securities owned by the fund or the fair determination of the value
of the fund's net assets not reasonably practicable; or 4) the SEC,
by order, permits the suspension of the right of redemption.
Redemption payments by wire may also be delayed in the event of a
non-routine closure of the Federal Reserve wire payment system. For
additional rights reserved by the fund, please see "Other rights we
reserve."
You may obtain additional information about other ways to sell your
shares by contacting your financial advisor.
How the fund calculates share price
To calculate net asset value, or NAV, each share class uses the
following equation:
TOTAL ASSETS - TOTAL LIABILITIES
----------------------------------------- = NAV
TOTAL NUMBER OF SHARES OUTSTANDING
The price at which you buy shares is the NAV, although for Class A
shares it will be adjusted to allow for any applicable sales charge
(see "Choosing a Share Class"). The price at which you sell shares
is also the NAV, although a CDSC may be taken out of the proceeds
(see "Choosing a Share Class").
THE FUND CHARGES A REDEMPTION FEE EQUAL TO 2.00% of the value of
shares redeemed or exchanged within 15 days. Please see "Policies
about transactions - Redemption fees" for further information.
WE TYPICALLY VALUE SECURITIES USING INFORMATION FURNISHED BY AN
INDEPENDENT PRICING SERVICE OR MARKET QUOTATIONS, WHERE APPROPRIATE.
However, we may use methods approved by the fund's Board, such as a
fair valuation model, which are intended to reflect fair value when
pricing service information or market quotations are not readily
available or when a security's value or
Policies You Should Know About | 39
a meaningful portion of the value of the fund's portfolio is
believed to have been materially affected by a significant event,
such as a natural disaster, an economic event like a bankruptcy
filing, or a substantial fluctuation in domestic or foreign markets
that has occurred between the close of the exchange or market on
which the security is principally traded (for example, a foreign
exchange or market) and the close of the New York Stock Exchange. In
such a case, the fund's value for a security is likely to be
different from the last quoted market price or pricing service
information. In addition, due to the subjective and variable nature
of fair value pricing, it is possible that the value determined for
a particular asset may be materially different from the value
realized upon such asset's sale. It is expected that the greater the
percentage of fund assets that is invested in non-US securities, the
more extensive will be the fund's use of fair value pricing. This is
intended to reduce the fund's exposure to "time zone arbitrage" and
other harmful trading practices. (See "Market timing policies and
procedures.")
TO THE EXTENT THAT THE FUND INVESTS IN SECURITIES THAT ARE TRADED
PRIMARILY IN FOREIGN MARKETS, the value of its holdings could change
at a time when you aren't able to buy or sell fund shares. This is
because some foreign markets are open on days or at times when the
fund doesn't price its shares. (Note that prices for securities that
trade on foreign exchanges can change significantly on days when the
New York Stock Exchange is closed and you cannot buy or sell fund
shares. Price changes in the securities the fund owns may ultimately
affect the price of fund shares the next time the NAV is
calculated.)
40 | Policies You Should Know About
Other rights we reserve
You should be aware that we may do any of the following:
- withdraw or suspend the offering of shares at any time
- withhold a portion of your distributions and redemption proceeds
as federal income tax if we have been notified by the IRS that
you are subject to backup withholding or if you fail to provide
us with a correct taxpayer ID number and certain certifications
or certification that you are exempt from backup withholding
- reject a new account application if you don't provide any
required or requested identifying information, or for any other
reason
- refuse, cancel, limit or rescind any purchase or exchange order,
without prior notice; freeze any account (meaning you will not be
able to purchase fund shares in your account); suspend account
services; and/or involuntarily redeem your account if we think
that the account is being used for fraudulent or illegal
purposes; one or more of these actions will be taken when, at our
sole discretion, they are deemed to be in the fund's best
interest or when the fund is requested or compelled to do so by
governmental authority or by applicable law
- close and liquidate your account if we are unable to verify your
identity, or for other reasons; if we decide to close your
account, your fund shares will be redeemed at the net asset value
per share next calculated after we determine to close your
account (less any applicable sales charges or redemption fees);
you may recognize a gain or loss on the redemption of your fund
shares and incur a tax liability
- pay you for shares you sell by "redeeming in kind," that is, by
giving you marketable securities (which typically will involve
brokerage costs for you to liquidate) rather than cash, but which
will be taxable to the same extent as a redemption for cash; the
fund generally won't make a redemption in kind unless your
requests over a 90-day period total more than $250,000 or 1% of
the value of the fund's net assets, whichever is less
- change, add or withdraw various services, fees and account
policies (for example, we may adjust the fund's investment
minimums at any time)
Policies You Should Know About | 41
UNDERSTANDING DISTRIBUTIONS AND TAXES
The fund intends to distribute to its shareholders virtually all of
its net earnings. The fund can earn money in two ways: by receiving
interest, dividends or other income from securities it holds and by
selling securities for more than it paid for them. (The fund's
earnings are separate from any gains or losses stemming from your
own purchase and sale of shares.) The fund may not always pay a
dividend or distribution for a given period.
THE FUND INTENDS TO PAY DISTRIBUTIONS OF SUBSTANTIALLY ALL OF ITS
INCOME SEMIANNUALLY. The fund intends to pay distributions from
realized capital gains annually, usually in December. If necessary,
the fund may distribute at other times as needed.
Dividends or distributions declared to shareholders of record in the
last quarter of a given calendar year are treated for federal income
tax purposes as if they were received on December 31 of that year,
provided such dividends or distributions are paid by the end of the
following January.
For federal income tax purposes, income and capital gains
distributions are generally taxable. However, dividends and
distributions received by retirement plans qualifying for tax
exemption under federal income tax laws generally will not be
taxable.
YOU CAN CHOOSE HOW TO RECEIVE YOUR DIVIDENDS AND DISTRIBUTIONS. You
can have them all automatically reinvested in fund shares (at NAV),
all deposited directly to your bank account or all sent to you by
check, have one type reinvested and the other sent to you by check
or have them invested in a different fund. Tell us your preference
on your application. If you don't indicate a preference, your
dividends and distributions will all be reinvested in shares of the
fund without a sales charge (if applicable). Distributions are
treated the same for federal income tax purposes whether you receive
them in cash or reinvest them in additional shares. For
employer-sponsored qualified plans, and retirement plans,
reinvestment (at NAV) is the only option.
BUYING, SELLING OR EXCHANGING FUND SHARES WILL USUALLY HAVE FEDERAL
INCOME TAX CONSEQUENCES FOR YOU (except in employer-sponsored
qualified plans, IRAs or other tax-advantaged accounts). Your sale
of shares may result in a capital
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS
Because each shareholder's tax situation is unique, ask your tax professional
about the tax consequences of your investments, including any state and local
tax consequences.
42 | Understanding Distributions and Taxes
gain or loss. The gain or loss will be long-term or short-term
depending on how long you owned the shares that were sold. For
federal income tax purposes, an exchange is treated the same as a
sale.
THE FEDERAL INCOME TAX STATUS of the fund's earnings you receive and
your own fund transactions generally depend on their type:
- --------------------------------------------------------------------------------
GENERALLY TAXED AT LONG-TERM GENERALLY TAXED AT ORDINARY
CAPITAL GAIN RATES: INCOME RATES:
- --------------------------------------------------------------------------------
DISTRIBUTIONS FROM THE FUND
- - gains from the sale of - gains from the sale of
securities held (or treated securities held by the fund for
as held) by the fund for one year or less
more than one year
- - qualified dividend income - all other taxable income
- --------------------------------------------------------------------------------
TRANSACTIONS INVOLVING FUND
SHARES
- - gains from selling fund - gains from selling fund
shares held for more than shares held for one year or
one year less
- --------------------------------------------------------------------------------
ANY DIRECT INVESTMENTS IN FOREIGN SECURITIES BY THE FUND MAY BE
SUBJECT TO FOREIGN WITHHOLDING TAXES. In that case, the fund's yield
on those securities would generally be decreased. Shareholders
generally will not be entitled to claim a credit or deduction with
respect to foreign taxes paid by the fund. In addition, any
investments in foreign securities or foreign currencies may increase
or accelerate the fund's recognition of ordinary income and may
affect the timing or amount of the fund's distributions. If you
invest in the fund through a taxable account, your after-tax return
could be negatively impacted.
To the extent that the fund invests in certain debt obligations or
certain other securities, investments in these obligations or
securities may cause the fund to recognize taxable income in excess
of the cash generated by such obligations. Thus, the fund could be
required at times to liquidate other investments in order to satisfy
its distribution requirements.
For taxable years beginning before January 1, 2011, distributions to
individuals and other noncorporate shareholders of investment income
designated by the fund as derived from qualified dividend income are
eligible for taxation for federal income tax purposes at the more
favorable long-term capital
Understanding Distributions and Taxes | 43
gain rates. Qualified dividend income generally includes dividends
from domestic and some foreign corporations. It does not include
income from investments in debt securities or, generally, from
REITs. In addition, the fund must meet certain holding period and
other requirements with respect to the dividend-paying stocks in its
portfolio and the shareholder must meet certain holding period and
other requirements with respect to the fund's shares for the lower
tax rates to apply.
For taxable years beginning before January 1, 2011, the maximum
federal income tax rate imposed on long-term capital gains
recognized by individuals and other noncorporate shareholders has
been reduced to 15%. For more information, see the Statement of
Additional Information, under "Taxes."
YOUR FUND WILL SEND YOU DETAILED FEDERAL INCOME TAX INFORMATION
EVERY JANUARY. These statements tell you the amount and the federal
income tax classification of any dividends or distributions you
received. They also have certain details on your purchases and sales
of shares.
IF YOU INVEST RIGHT BEFORE THE FUND PAYS A DIVIDEND, you'll be
getting some of your investment back as a taxable dividend. You can
avoid this by investing after the fund declares a dividend. In
tax-advantaged retirement accounts you do not need to worry about
this.
If the fund's distributions exceed its income and capital gains
realized in any year, all or a portion of those distributions may be
treated for tax purposes as a return of capital. A return of capital
will generally not be taxable to you but will reduce the cost basis
of your shares and result in a higher capital gain or a lower
capital loss when you sell your shares.
CORPORATIONS are taxed at the same rates on ordinary income and
capital gains, but may be eligible for a dividends-received
deduction for a portion of the income dividends they receive from
the fund, provided certain holding period and other requirements are
met.
The above discussion is applicable to shareholders who are US
persons. If you are a non-US person, please consult your own tax
advisor with respect to the US tax consequences to you of an
investment in the fund.
44 | Understanding Distributions and Taxes
APPENDIX
- --------------------------------------------------------------------------------
Hypothetical Expense Summary
Using the annual fund operating expense ratios presented in the fee
tables in the fund prospectus, the Hypothetical Expense Summary
shows the estimated fees and expenses, in actual dollars, that would
be charged on a hypothetical investment of $10,000 in the fund held
for the next 10 years and the impact of such fees and expenses on
fund returns for each year and cumulatively, assuming a 5% return
for each year. The tables also assume that all dividends and
distributions are reinvested and that Class B shares convert to
Class A shares after six years. The annual fund expense ratios shown
are net of any contractual fee waivers or expense reimbursements, if
any, for the period of the contractual commitment. The tables
reflect the maximum initial sales charge, if any, but do not reflect
any contingent deferred sales charge or redemption fees, if any,
which may be payable upon redemption. If contingent deferred sales
charges or redemption fees were shown, the "Hypothetical Year-End
Balance After Fees and Expenses" amounts shown would be lower and
the "Annual Fees and Expenses" amounts shown would be higher. Also,
please note that if you are investing through a third party
provider, that provider may have fees and expenses separate from
those of the fund that are not reflected here. Mutual fund fees and
expenses fluctuate over time and actual expenses may be higher or
lower than those shown.
The Hypothetical Expense Summary should not be used or construed as
an offer to sell, a solicitation of an offer to buy or a
recommendation or endorsement of any specific mutual fund. You
should carefully review the fund's prospectus to consider the
investment objectives, risks, expenses and charges of the fund prior
to investing.
Appendix | 45
DWS Equity Partners Fund - Class A
MAXIMUM INITIAL HYPOTHETICAL ASSUMED RATE
SALES CHARGE: INVESTMENT: OF RETURN:
5.75% $10,000 5%
- ---------------------------------------------------------------------------------------------
HYPOTHETICAL
CUMULATIVE ANNUAL CUMULATIVE YEAR-END
RETURN BEFORE FUND RETURN AFTER BALANCE AFTER ANNUAL FEES
FEES AND EXPENSE FEES AND FEES AND AND
YEAR EXPENSES RATIOS EXPENSES EXPENSES EXPENSES
1 5.00% 1.21% -2.18% $ 9,782.21 $ 691.20
- ---------------------------------------------------------------------------------------------
2 10.25% 1.21% 1.53% $ 10,152.95 $ 120.61
- ---------------------------------------------------------------------------------------------
3 15.76% 1.21% 5.38% $ 10,537.75 $ 125.18
- ---------------------------------------------------------------------------------------------
4 21.55% 1.21% 9.37% $ 10,937.13 $ 129.92
- ---------------------------------------------------------------------------------------------
5 27.63% 1.21% 13.52% $ 11,351.65 $ 134.85
- ---------------------------------------------------------------------------------------------
6 34.01% 1.21% 17.82% $ 11,781.88 $ 139.96
- ---------------------------------------------------------------------------------------------
7 40.71% 1.21% 22.28% $ 12,228.41 $ 145.26
- ---------------------------------------------------------------------------------------------
8 47.75% 1.21% 26.92% $ 12,691.87 $ 150.77
- ---------------------------------------------------------------------------------------------
9 55.13% 1.21% 31.73% $ 13,172.89 $ 156.48
- ---------------------------------------------------------------------------------------------
10 62.89% 1.21% 36.72% $ 13,672.14 $ 162.41
- ---------------------------------------------------------------------------------------------
TOTAL $ 1,956.64
- ---------------------------------------------------------------------------------------------
DWS Equity Partners Fund - Class B
MAXIMUM INITIAL HYPOTHETICAL ASSUMED RATE
SALES CHARGE: INVESTMENT: OF RETURN:
0.00% $10,000 5%
- ---------------------------------------------------------------------------------------------
HYPOTHETICAL
CUMULATIVE ANNUAL CUMULATIVE YEAR-END
RETURN BEFORE FUND RETURN AFTER BALANCE AFTER ANNUAL
FEES AND EXPENSE FEES AND FEES AND FEES AND
YEAR EXPENSES RATIOS EXPENSES EXPENSES EXPENSES
- ---------------------------------------------------------------------------------------------
1 5.00% 2.09% 2.91% $ 10,291.00 $ 212.04
- ---------------------------------------------------------------------------------------------
2 10.25% 2.09% 5.90% $ 10,590.47 $ 218.21
- ---------------------------------------------------------------------------------------------
3 15.76% 2.09% 8.99% $ 10,898.65 $ 224.56
- ---------------------------------------------------------------------------------------------
4 21.55% 2.09% 12.16% $ 11,215.80 $ 231.10
- ---------------------------------------------------------------------------------------------
5 27.63% 2.09% 15.42% $ 11,542.18 $ 237.82
- ---------------------------------------------------------------------------------------------
6 34.01% 2.09% 18.78% $ 11,878.06 $ 244.74
- ---------------------------------------------------------------------------------------------
7 40.71% 1.21% 23.28% $ 12,328.24 $ 146.45
- ---------------------------------------------------------------------------------------------
8 47.75% 1.21% 27.95% $ 12,795.48 $ 152.00
- ---------------------------------------------------------------------------------------------
9 55.13% 1.21% 32.80% $ 13,280.43 $ 157.76
- ---------------------------------------------------------------------------------------------
10 62.89% 1.21% 37.84% $ 13,783.75 $ 163.74
- ---------------------------------------------------------------------------------------------
TOTAL $ 1,988.42
- ---------------------------------------------------------------------------------------------
46 | Appendix
DWS Equity Partners Fund - Class C
MAXIMUM INITIAL HYPOTHETICAL ASSUMED RATE
SALES CHARGE: INVESTMENT: OF RETURN:
0.00% $10,000 5%
- ---------------------------------------------------------------------------------------------
HYPOTHETICAL
CUMULATIVE ANNUAL CUMULATIVE YEAR-END
RETURN BEFORE FUND RETURN AFTER BALANCE AFTER ANNUAL FEES
FEES AND EXPENSE FEES AND FEES AND AND
YEAR EXPENSES RATIOS EXPENSES EXPENSES EXPENSES
- ---------------------------------------------------------------------------------------------
1 5.00% 2.01% 2.99% $ 10,299.00 $ 204.00
- ---------------------------------------------------------------------------------------------
2 10.25% 2.01% 6.07% $ 10,606.94 $ 210.10
- ---------------------------------------------------------------------------------------------
3 15.76% 2.01% 9.24% $ 10,924.09 $ 216.39
- ---------------------------------------------------------------------------------------------
4 21.55% 2.01% 12.51% $ 11,250.72 $ 222.86
- ---------------------------------------------------------------------------------------------
5 27.63% 2.01% 15.87% $ 11,587.11 $ 229.52
- ---------------------------------------------------------------------------------------------
6 34.01% 2.01% 19.34% $ 11,933.57 $ 236.38
- ---------------------------------------------------------------------------------------------
7 40.71% 2.01% 22.90% $ 12,290.38 $ 243.45
- ---------------------------------------------------------------------------------------------
8 47.75% 2.01% 26.58% $ 12,657.87 $ 250.73
- ---------------------------------------------------------------------------------------------
9 55.13% 2.01% 30.36% $ 13,036.34 $ 258.23
- ---------------------------------------------------------------------------------------------
10 62.89% 2.01% 34.26% $ 13,426.12 $ 265.95
- ---------------------------------------------------------------------------------------------
TOTAL $ 2,337.61
- ---------------------------------------------------------------------------------------------
Appendix | 47
TO GET MORE INFORMATION
SHAREHOLDER REPORTS - These include commentary from the fund's management team
about recent market conditions and the effects of the fund's strategies on its
performance. They also have detailed performance figures, a list of everything
the fund owns, and its financial statements. Shareholders get these reports
automatically.
STATEMENT OF ADDITIONAL INFORMATION (SAI) - This tells you more about the
fund's features and policies, including additional risk information. The SAI is
incorporated by reference into this document (meaning that it's legally part of
this prospectus).
For a free copy of any of these documents or to request other information about
the fund, call (800) 621-1048, or contact DWS Scudder at the address listed
below. The fund's SAI and shareholder reports are also available through the
DWS Scudder Web site at www.dws-scudder.com. These documents and other
information about the fund are available from the EDGAR Database on the SEC's
Internet site at www.sec.gov. If you like, you may obtain copies of this
information, after paying a copying fee, by e-mailing a request to
publicinfo@sec.gov or by writing the SEC at the address listed below. You can
also review and copy these documents and other information about the fund,
including the fund's SAI, 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.
DWS SCUDDER SEC DISTRIBUTOR
- --------------------- -------------------- -------------------------------
PO Box 219151 100 F Street, N.E. DWS Scudder Distributors, Inc.
Kansas City, MO Washington, D.C. 222 South Riverside Plaza
64121-9151 20549-0102 Chicago, IL 60606-5808
WWW.DWS-SCUDDER.COM WWW.SEC.GOV (800) 621-1148
(800) 621-1048 (800) SEC-0330
SEC FILE NUMBER:
DWS Equity Partners Fund, Inc. DWS Equity Partners Fund 811-08886
(10/01/07) DEPF-1
[RECYCLED PAPER GRAPHIC APPEARS HERE] [DWS SCUDDER LOGO GRAPHIC APPEARS HERE]
SUPPLEMENT TO THE CURRENTLY EFFECTIVE INSTITUTIONAL CLASS
PROSPECTUS OF EACH OF THE LISTED FUNDS/PORTFOLIOS:
----------------------
Cash Reserve Fund, Inc.: DWS Dreman Small Cap Value Fund DWS Large Company Growth Fund
Prime Series DWS EAFE(R) Equity Index Fund DWS Lifecycle Long Range Fund
DWS Alternative Asset Allocation Plus Fund DWS Emerging Markets Equity Fund DWS LifeCompass Income Fund
Cash Management Fund Institutional DWS Emerging Markets Fixed Income Fund DWS LifeCompass Protect Fund
DWS Balanced Fund DWS Equity 500 Index Fund DWS Managed Municipal Bond Fund
DWS Blue Chip Fund DWS Equity Income Fund DWS Micro Cap Fund
DWS Capital Growth Fund DWS Equity Partners Fund DWS Mid Cap Growth Fund
DWS Climate Change Fund DWS Europe Equity Fund DWS Money Market Series
DWS Commodity Securities Fund DWS Floating Rate Plus Fund DWS RREEF Global Real Estate Securities
DWS Communications Fund DWS Gold & Precious Metals Fund Fund
DWS Core Fixed Income Fund DWS Growth & Income Fund DWS RREEF Global Infrastructure Fund
DWS Core Plus Allocation Fund DWS Health Care Fund DWS RREEF Real Estate Securities Fund
DWS Core Plus Income Fund DWS High Income Fund DWS Short Duration Fund
DWS Disciplined Long/Short Growth Fund DWS High Income Plus Fund DWS Short-Term Municipal Bond Fund
DWS Disciplined Long/Short Value Fund DWS Inflation Protected Plus Fund DWS Small Cap Growth Fund
DWS Disciplined Market Neutral Fund DWS Intermediate Tax/AMT Free Fund DWS Strategic Government Securities Fund
DWS Dreman Concentrated Value Fund DWS International Fund DWS Strategic High Yield Tax Free Fund
DWS Dreman High Return Equity Fund DWS International Select Equity Fund DWS Technology Fund
DWS Dreman Mid Cap Value Fund DWS International Value Opportunities Fund DWS U.S. Bond Index Fund
DWS Large Cap Value Fund DWS Value Builder Fund
- --------------------------------------------------------------------------------
On or about July 25, 2008, the following information replaces in its entirety
the disclosure under "Investment minimums" in the "Buying and Selling
Institutional Class Shares" section of each fund's/portfolio's Institutional
Class prospectus:
Investment minimums
Your initial investment must be for at least $1,000,000. There are no minimum
subsequent investment requirements. The minimum initial investment is waived
for:
o Shareholders with existing accounts prior to August 13, 2004 who met the
previous minimum investment eligibility requirement.
o Investment advisory affiliates of Deutsche Bank Securities, Inc., DWS funds
or Deutsche funds purchasing shares for the accounts of their investment
advisory clients.
o Employee benefit plans with assets of at least $50 million.
o Clients of the private banking division of Deutsche Bank AG.
o Institutional clients and qualified purchasers that are clients of a division
of Deutsche Bank AG.
o A current or former director or trustee of the Deutsche or DWS mutual funds.
o An employee, the employee's spouse or life partner and children or
stepchildren age 21 or younger of Deutsche Bank or its affiliates or a
sub-advisor to any fund in the DWS family of funds or a broker-dealer
authorized to sell shares of the funds.
[Logo]DWS
INVESTMENTS
Deutsche Bank Group
July 25, 2008
DMF-3672
o For DWS Capital Growth Fund, DWS Core Fixed Income Fund, DWS Dreman High
Return Equity Fund and DWS Dreman Small Cap Value Fund only: Shareholders
with existing Institutional Class accounts prior to July 23, 2007 who
purchased shares through certain broker-dealers authorized to sell shares of
the funds.
o Registered investment advisors who trade through platforms approved by the
Advisor and whose client assets in the aggregate meet or, in the Advisor's
judgment, will meet within a reasonable period of time, the $1,000,000
minimum investment.
o Employee benefit plan platforms approved by the Advisor that invest in the
fund through an omnibus account, and that meet, or in the Advisor's judgment,
will meet within a reasonable period of time, the $1,000,000 minimum
investment.
Each fund reserves the right to modify the above eligibility requirements and
investment minimums at any time. In addition, each Fund, in its discretion, may
waive the minimum initial investment for specific employee benefit plans (or
family of plans) whose aggregate investment in Institutional Class shares of the
Fund equals or exceeds the minimum initial investment amount but where a
particular account or program may not on its own meet such minimum amount.
Please Retain This Supplement for Future Reference
July 25, 2008
DMF-3672
SUPPLEMENT TO THE CURRENTLY EFFECTIVE PROSPECTUSES OF EACH OF THE LISTED
FUNDS/PORTFOLIOS:
----------------------
Cash Account Trust: DWS Equity Partners Fund DWS Mid Cap Growth Fund
Government & Agency Securities Portfolio DWS Europe Equity Fund DWS Money Market Prime Series
Money Market Portfolio DWS Floating Rate Plus Fund DWS Money Market Series
Tax-Exempt Portfolio DWS Global Bond Fund DWS New York Tax-Free Income Fund
Cash Management Fund Institutional DWS Global Opportunities Fund DWS RREEF Global Infrastructure Fund
Cash Reserve Fund, Inc.: DWS Global Thematic Fund DWS RREEF Global Real Estate Securities
Prime Series DWS GNMA Fund Fund
Cash Reserves Fund Institutional DWS Gold & Precious Metals Fund DWS RREEF Real Estate Securities Fund
DWS Alternative Asset Allocation Plus Fund DWS Growth & Income Fund DWS S&P 500 Index Fund
DWS Balanced Fund DWS Health Care Fund DWS Short Duration Fund
DWS Blue Chip Fund DWS High Income Fund DWS Short Duration Plus Fund
DWS California Tax-Free Income Fund DWS High Income Plus Fund DWS Short-Term Municipal Bond Fund
DWS Capital Growth Fund DWS Inflation Protected Plus Fund DWS Small Cap Core Fund
DWS Climate Change Fund DWS Intermediate Tax/AMT Free Fund DWS Small Cap Growth Fund
DWS Commodity Securities Fund DWS International Fund DWS Small Cap Value Fund
DWS Communications Fund DWS International Select Equity Fund DWS Strategic Government Securities Fund
DWS Core Fixed Income Fund DWS International Value Opportunities DWS Strategic High Yield Tax Free Fund
DWS Core Plus Allocation Fund Fund DWS Strategic Income Fund
DWS Core Plus Income Fund DWS Japan Equity Fund DWS Target 2010 Fund
DWS Disciplined Long/Short Growth Fund DWS Large Cap Value Fund DWS Target 2011 Fund
DWS Disciplined Long/Short Value Fund DWS Large Company Growth Fund DWS Target 2012 Fund
DWS Disciplined Market Neutral Fund DWS Latin America Equity Fund DWS Target 2013 Fund
DWS Dreman Concentrated Value Fund DWS LifeCompass 2015 Fund DWS Target 2014 Fund
DWS Dreman High Return Equity Fund DWS LifeCompass 2020 Fund DWS Technology Fund
DWS Dreman Mid Cap Value Fund DWS LifeCompass 2030 Fund DWS U.S. Bond Index Fund
DWS Dreman Small Cap Value Fund DWS LifeCompass 2040 Fund DWS Value Builder Fund
DWS EAFE(R) Equity Index Fund DWS LifeCompass Income Fund Investors Cash Trust:
DWS Emerging Markets Equity Fund DWS LifeCompass Protect Fund Treasury Portfolio
DWS Emerging Markets Fixed Income Fund DWS LifeCompass Retirement Fund NY Tax Free Money Fund
DWS Enhanced S&P 500 Index Fund DWS Lifecycle Long Range Fund Tax-Exempt California Money Market Fund
DWS Equity 500 Index Fund DWS Managed Municipal Bond Fund Tax Free Money Fund Investment
DWS Equity Income Fund DWS Massachusetts Tax-Free Fund
DWS Micro Cap Fund
- ------------------------------------------------------------------------------------------------------------------------------------
On or about July 25, 2008, the following information replaces similar disclosure
under "Policies about transactions" in the "Policies You Should Know About"
section of each fund's/portfolio's prospectuses:
Each fund/portfolio accepts payment for shares only in US dollars by check drawn
on a US bank, bank or Federal Funds wire transfer or by electronic bank
transfer. Please note that a fund/portfolio does not accept payment in the
following forms: cash, money orders, traveler's checks, starter checks, checks
drawn on foreign banks or checks issued by credit card companies or
Internet-based companies. In addition, a fund/portfolio generally does not
accept third party checks. A third party check is any check not made payable
directly to DWS Investments, except for any check payable to you from one of
your other DWS accounts. Under certain circumstances, a fund/portfolio may
accept a third party check (i) for retirement plan contributions, asset
transfers and rollovers, (ii) as contributions into Uniform Gift to Minors
Act/Uniform Transfers to Minors Act accounts, (iii) payable from acceptable US
and state government agencies, and (iv) from other DWS funds (such as a
redemption or dividend check) for investment only in a similarly registered
account. Subject to the foregoing, checks should normally be payable to DWS
Investments and drawn by you or a financial institution on your behalf with your
name or account number included with the check.
Please Retain This Supplement for Future Reference
July 25, 2008
DMF-3671
[DWS INVESTMENTS LOGO]
Deutsche Bank Group
SUPPLEMENT TO THE CURRENTLY EFFECTIVE
PROSPECTUSES
-----------------
DWS Equity Partners Fund
The Board of each fund noted below has given preliminary approval to a proposal
by Deutsche Investment Management Americas Inc. ("DIMA"), the advisor of each
such fund, to effect the following fund merger:
- --------------------------------------------------------------------------------
Acquired Fund Acquiring Fund
- --------------------------------------------------------------------------------
DWS Equity Partners Fund DWS Large Cap Value Fund
- --------------------------------------------------------------------------------
Completion of this merger is subject to, among other things: (i) final approval
by the Board of each fund, and (ii) approval by shareholders of the Acquired
Fund. Prior to the shareholder meeting, shareholders of record on the record
date of the Acquired Fund will receive (i) a Proxy Statement/Prospectus
describing in detail the proposed merger and the Board's considerations in
recommending that shareholders approve the merger, (ii) a proxy card and
instructions on how to submit a vote, and (iii) a Prospectus for the Acquiring
Fund.
If the proposed merger is approved by shareholders, the Acquired Fund will be
closed to new investors except as described below. Unless you fit into one of
the investor eligibility categories described below, you may not invest in the
fund following shareholder approval of the merger.
You may continue to purchase fund shares following shareholder approval through
your existing fund account and reinvest dividends and capital gains if, as of
4:00 p.m. Eastern time on the shareholder meeting date, or such later date as
shareholder approval may occur, you are:
o a current fund shareholder; or
o a participant in any group retirement, employee stock bonus, pension or
profit sharing plan that offers the fund as an investment option.
[DWS Scudder Logo]
Deutsche Bank Group
June 3, 2008
DEPF-3601
New accounts may be opened for:
o transfers of shares from existing accounts in this fund (including IRA
rollovers);
o officers, Trustees and Directors of the DWS Funds, and full-time employees
and their family members of DIMA and its affiliates;
o any group retirement, employee stock bonus, pension or profit sharing plan
using the Flex subaccount recordkeeping system made available through ADP
Inc. under an alliance with DWS Scudder Distributors, Inc. ("DWS-SDI")
("Flex Plans");
o any group retirement, employee stock bonus, pension or profit sharing plan,
other than a Flex Plan, that includes the fund as an investment option as
of the shareholder meeting date;
o purchases through any comprehensive or "wrap" fee program or other fee
based program; or
o accounts managed by DIMA, any advisory products offered by DIMA or DWS-SDI
and for the Portfolios of DWS Allocation Series or other fund of funds
managed by DIMA or its affiliates.
Except as otherwise noted, these restrictions apply to investments made directly
with DWS-SDI, the fund's principal underwriter, or through an intermediary
relationship with a financial services firm established with respect to the DWS
Funds as of the shareholder meeting date. Institutions that maintain omnibus
account arrangements are not allowed to open new sub-accounts for new investors,
unless the investor is one of the types listed above. Once an account is closed,
new investments will not be accepted unless you satisfy one of the investor
eligibility categories listed above.
Exchanges into the Acquired Fund will not be permitted unless the exchange is
being made into an existing fund account.
DWS-SDI may, at its discretion, require appropriate documentation that shows an
investor is eligible to purchase Acquired Fund shares.
Please Retain This Supplement for Future Reference
June 3, 2008
DEPF-3601
2
SUPPLEMENT TO THE CURRENTLY EFFECTIVE PROSPECTUSES OF EACH LISTED FUND:
-----------------
DWS Communications Fund
DWS Equity Partners Fund
Each fund's Board has approved the termination of Alex. Brown Investment
Management ("ABIM") as each fund's subadvisor. Effective March 15, 2008,
Deutsche Investment Management Americas Inc. (the "Advisor") will assume all
day-to-day responsibilities that were previously delegated to ABIM.
The following information supplements "The Fund's Main Investment Strategy"
section of each fund's prospectuses:
Other Investments. The fund is permitted, but not required, to use various types
of derivatives (contracts whose value is based on, for example, indices,
currencies or securities). Derivatives may be used for hedging and for risk
management or for non-hedging purposes to seek to enhance potential gains. The
fund may use derivatives in circumstances where portfolio management believes
they offer an economical means of gaining exposure to a particular asset class
or to keep cash on hand to meet shareholder redemptions or other needs while
maintaining exposure to the market. In particular, the fund may use futures and
options. To the extent the fund invests in foreign securities, the fund may
enter into forward currency exchange contracts and buy and sell currency options
to hedge against currency exchange rate fluctuations.
[DWS SCUDDER LOGO]
Deutsche Bank Group
March 7, 2008
DMF-3664
The following information supplements "The Main Risks of Investing in the Fund"
section of each fund's prospectuses:
Derivatives Risk. Risks associated with derivatives include the risk that the
derivative is not well correlated with the security, index or currency to which
it relates; the risk that derivatives may result in losses or missed
opportunities; the risk that the fund will be unable to sell the derivative
because of an illiquid secondary market; the risk that a counterparty is
unwilling or unable to meet its obligation; and the risk that the derivative
transaction could expose the fund to the effects of leverage, which could
increase the fund's exposure to the market and magnify potential losses. There
is no guarantee that derivatives, to the extent employed, will have the intended
effect, and their use could cause lower returns or even losses to the fund. The
use of derivatives by the fund to hedge risk may reduce the opportunity for gain
by offsetting the positive effect of favorable price movements.
The following information revises "The Fund's Main Investment Strategy" and "The
Main Risks of Investing in the Fund" sections of each fund's prospectuses.
Where applicable all references to "Advisors" are replaced with "Advisor."
2
March 7, 2008
DMF-3664