WASHINGTON, D. C. 20549
DWS Value Series, Inc.
May 31, 2014
Semiannual Report
to Shareholders
DWS Equity Dividend Fund
(On August 11, 2014, DWS Equity Dividend Fund will be renamed Deutsche Equity Dividend Fund.)
Contents
15 Statement of Assets and Liabilities 17 Statement of Operations 18 Statement of Changes in Net Assets 25 Notes to Financial Statements 37 Information About Your Fund's Expenses 39 Advisory Agreement Board Considerations and Fee Evaluation 44 Account Management Resources |
This report must be preceded or accompanied by a prospectus. To obtain a summary prospectus, if available, or prospectus for any of our funds, refer to the Account Management Resources information provided in the back of this booklet. We advise you to consider the fund's objectives, risks, charges and expenses carefully before investing. The summary prospectus and prospectus contain this and other important information about the fund. Please read the prospectus carefully before you invest.
The fund will be managed on the premise that stocks with lower CROCI® Economic P/E Ratios may outperform stocks with higher CROCI® Economic P/E Ratios over time. This premise may not always be correct and prospective investors should evaluate this assumption prior to investing in the fund. Investing in derivatives entails special risks relating to liquidity, leverage and credit that may reduce returns and/or increase volatility. Dividends are not guaranteed. If the dividend-paying stocks held by the fund reduce or stop paying dividends, the fund’s ability to generate income may be adversely affected. Preferred stocks, a type of dividend-paying stock, present certain additional risks. The fund may lend securities to approved institutions. Stocks may decline in value. See the prospectus for details.
Deutsche Asset & Wealth Management represents the asset management and wealth management activities conducted by Deutsche Bank AG or any of its subsidiaries, including the Advisor and DWS Investments Distributors, Inc.
NOT FDIC/NCUA INSURED NO BANK GUARANTEE MAY LOSE VALUE NOT A DEPOSIT NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY
Dear Shareholder:
The economic recovery appears to be gaining traction here in the United States and across much of the globe. Still, the data we see on television and the Internet provide a mixed message. Corporate profit growth may be decelerating, but manufacturing and the housing market are strengthening. Employment numbers are not as strong as one would expect, yet consumer confidence is resilient. All in all, economic growth has been sufficient for the Federal Reserve to taper its bond-buying program.
What lies ahead? Randy Brown, co-chief investment officer for Deutsche Asset & Wealth Management, suggests that "despite the slowdown in some emerging economies, global growth is likely to remain solid." And "as a result of stable economic growth and continued tapering, we expect the yields of long U.S. Treasuries to increase eventually."
Does this view suggest the need for a change in strategy? The answer will depend on your current asset allocation as well as whether a change has occurred in your personal circumstances, objectives or investment time horizon. A trusted financial advisor who fully understands your specific situation and goals can be the best resource when weighing any major decisions. In any case, we believe that some measure of diversification across a variety of securities and asset classes makes sense. Although it doesn't insure against loss or guarantee a profit, diversification can help your portfolio weather short-term market fluctuations. And that is a helpful strategy in any environment.
Best regards,
Brian Binder
President, DWS Funds
Performance Summary May 31, 2014 (Unaudited) | Class A | 6-Month‡ | 1-Year | 5-Year | 10-Year |
Average Annual Total Returns as of 5/31/14 |
| Unadjusted for Sales Charge | 7.12% | 17.25% | 14.18% | 4.60% |
| Adjusted for the Maximum Sales Charge (max 5.75% load) | 0.96% | 10.51% | 12.83% | 3.98% |
S&P 500® Index† | 7.62% | 20.45% | 18.40% | 7.77% |
CROCI® US Dividends Index†† | 6.36% | 18.78% | N/A | N/A |
Average Annual Total Returns as of 3/31/14 (most recent calendar quarter end) |
| Unadjusted for Sales Charge | | 17.80% | 18.65% | 4.26% |
| Adjusted for the Maximum Sales Charge (max 5.75% load) | | 11.03% | 17.25% | 3.64% |
S&P 500® Index† | | 21.86% | 21.16% | 7.42% |
CROCI® US Dividends Index†† | | 22.37% | N/A | N/A |
| Class B | 6-Month‡ | 1-Year | 5-Year | 10-Year |
Average Annual Total Returns as of 5/31/14 |
| Unadjusted for Sales Charge | 6.70% | 16.31% | 13.25% | 3.75% |
| Adjusted for the Maximum Sales Charge (max 4.00% CDSC) | 2.70% | 13.31% | 13.13% | 3.75% |
S&P 500® Index† | 7.62% | 20.45% | 18.40% | 7.77% |
CROCI® US Dividends Index†† | 6.36% | 18.78% | N/A | N/A |
Average Annual Total Returns as of 3/31/14 (most recent calendar quarter end) |
| Unadjusted for Sales Charge | | 16.84% | 17.68% | 3.41% |
| Adjusted for the Maximum Sales Charge (max 4.00% CDSC) | | 13.84% | 17.58% | 3.41% |
S&P 500® Index† | | 21.86% | 21.16% | 7.42% |
CROCI® US Dividends Index†† | | 22.37% | N/A | N/A |
| Class C | 6-Month‡ | 1-Year | 5-Year | 10-Year |
Average Annual Total Returns as of 5/31/14 |
| Unadjusted for Sales Charge | 6.71% | 16.31% | 13.31% | 3.81% |
| Adjusted for the Maximum Sales Charge (max 1.00% CDSC) | 5.71% | 16.31% | 13.31% | 3.81% |
S&P 500® Index† | 7.62% | 20.45% | 18.40% | 7.77% |
CROCI® US Dividends Index†† | 6.36% | 18.78% | N/A | N/A |
Average Annual Total Returns as of 3/31/14 (most recent calendar quarter end) |
| Unadjusted for Sales Charge | | 16.87% | 17.75% | 3.47% |
| Adjusted for the Maximum Sales Charge (max 1.00% CDSC) | | 16.87% | 17.75% | 3.47% |
S&P 500® Index† | | 21.86% | 21.16% | 7.42% |
CROCI® US Dividends Index†† | | 22.37% | N/A | N/A |
| Class R | 6-Month‡ | 1-Year | 5-Year | 10-Year |
Average Annual Total Returns as of 5/31/14 |
| No Sales Charges | 6.98% | 16.94% | 13.80% | 4.31% |
S&P 500® Index† | 7.62% | 20.45% | 18.40% | 7.77% |
CROCI® US Dividends Index†† | 6.36% | 18.78% | N/A | N/A |
Average Annual Total Returns as of 3/31/14 (most recent calendar quarter end) |
| No Sales Charges | | 17.55% | 18.29% | 3.96% |
S&P 500® Index† | | 21.86% | 21.16% | 7.42% |
CROCI® US Dividends Index†† | | 22.37% | N/A | N/A |
| Class S | 6-Month‡ | 1-Year | 5-Year | Life of Class* |
Average Annual Total Returns as of 5/31/14 |
| No Sales Charges | 7.24% | 17.52% | 14.41% | 3.45% |
S&P 500® Index† | 7.62% | 20.45% | 18.40% | 7.43% |
CROCI® US Dividends Index†† | 6.36% | 18.78% | N/A | N/A |
Average Annual Total Returns as of 3/31/14 (most recent calendar quarter end) |
| No Sales Charges | | 18.08% | 18.89% | 3.25% |
S&P 500® Index† | | 21.86% | 21.16% | 7.21% |
CROCI® US Dividends Index†† | | 22.37% | N/A | N/A |
| Institutional Class | 6-Month‡ | 1-Year | 5-Year | 10-Year |
Average Annual Total Returns as of 5/31/14 |
| No Sales Charges | 7.24% | 17.52% | 14.60% | 4.95% |
S&P 500® Index† | 7.62% | 20.45% | 18.40% | 7.77% |
CROCI® US Dividends Index†† | 6.36% | 18.78% | N/A | N/A |
Average Annual Total Returns as of 3/31/14 (most recent calendar quarter end) |
| No Sales Charges | | 18.12% | 19.07% | 4.60% |
S&P 500® Index† | | 21.86% | 21.16% | 7.42% |
CROCI® US Dividends Index†† | | 22.37% | N/A | N/A |
Performance in the Average Annual Total Returns table(s) above and the Growth of an Assumed $10,000 Investment line graph that follows is historical and does not guarantee future results. Investment return and principal fluctuate, so your shares may be worth more or less when redeemed. Current performance may differ from performance data shown. Please visit dws-investments.com for the Fund's most recent month-end performance. Fund performance includes reinvestment of all distributions. Unadjusted returns do not reflect sales charges and would have been lower if they had.
The gross expense ratios of the Fund, as stated in the fee table of the prospectus dated April 1, 2014 are 1.18%, 2.14%, 1.96%, 1.53%, 0.95% and 0.86% for Class A, Class B, Class C, Class R, Class S and Institutional Class shares, respectively, and may differ from the expense ratios disclosed in the Financial Highlights tables in this report.
Index returns do not reflect any fees or expenses and it is not possible to invest directly into an index.
Performance figures do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
Prior to April 1, 2014, the Fund had a different investment management team that operated with a different investment strategy. Performance prior to April 1, 2014 would have been different if the Fund's current strategy had been in effect.
Growth of an Assumed $10,000 Investment (Adjusted for Maximum Sales Charge) |
|
|
| Yearly periods ended May 31 |
The Fund's growth of an assumed $10,000 investment is adjusted for the maximum sales charge of 5.75%. This results in a net initial investment of $9,425.
The growth of $10,000 is cumulative.
Performance of other share classes will vary based on the sales charges and the fee structure of those classes.
* Class S shares commenced operations on February 28, 2005. The performance shown for the index is for the time period of February 28, 2005 through May 31, 2014 (through March 31, 2014 for the most recent calendar quarter end returns), which is based on the performance period of the life of Class S.
† The Standard & Poor's 500 (S&P 500) Index 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.
†† The CROCI® US Dividends Index reflects the total return of a basket of 40 stocks selected on a quarterly basis from the S&P 500 Index (excluding financial stocks) based on a proprietary methodology developed by the CROCI® Investment Strategy and Valuation Group which have above-average dividend yields while focusing on sustainable dividends. The index is sponsored by Deutsche Bank AG London, an affiliate of the Advisor. Performance information for the index is not calculated by an independent calculation agent. The index commenced on March 13, 2012.
‡ Total returns shown for periods less than one year are not annualized.
| | | Class A | | | Class B | | | Class C | | | Class R | | | Class S | | | Institutional Class | |
| Net Asset Value | |
| 5/31/14 | | $ | 44.77 | | | $ | 44.53 | | | $ | 44.59 | | | $ | 44.65 | | | $ | 44.78 | | | $ | 44.80 | |
| 11/30/13 | | $ | 42.20 | | | $ | 41.97 | | | $ | 42.03 | | | $ | 42.09 | | | $ | 42.21 | | | $ | 42.25 | |
Distribution Information as of 5/31/14 | |
| Income Dividends, Six Months | | $ | .41 | | | $ | .24 | | | $ | .25 | | | $ | .36 | | | $ | .46 | | | $ | .48 | |
Di Kumble, CFA, Managing Director
Portfolio Manager of the fund. Began managing the fund in 2014.
— Senior Portfolio Manager, Head of Tax Managed Equities: New York.
— Joined Deutsche Asset & Wealth Management in 2003 with seven years of industry experience. Prior to joining, she served as a Portfolio Manager at Graham Capital Management. Previously, she worked as a Quantitative Strategist at ITG Inc. and Morgan Stanley.
— PhD in Chemistry, Princeton University; CFA Charterholder.
Portfolio Summary (Unaudited) 
Ten Largest Equity Holdings at May 31, 2014 (26.3% of Net Assets) |
1. Apple, Inc. Designs, manufactures and markets personal computers and related computing and mobile communication devices | 2.7% |
2. AbbVie, Inc. Researches and develops pharmaceutical products | 2.7% |
3. Reynolds American, Inc. Manufactures tobacco and smokeless tobacco products | 2.7% |
4. Verizon Communications, Inc. Provider of advanced communication and information technology services | 2.7% |
5. ConocoPhillips Producer of petroleum and other natural gases | 2.6% |
6. Altria Group, Inc. Parent company operating in the tobacco and food industries | 2.6% |
7. Cisco Systems, Inc. Developer of computer network products | 2.6% |
8. Philip Morris International, Inc. Seller and distributor of tobacco products | 2.6% |
9. Quest Diagnostics, Inc. Operates a national network of laboratories | 2.6% |
10. E.I. du Pont de Nemours & Co. Global chemical and life sciences company | 2.5% |
Portfolio holdings and characteristics are subject to change. For more complete details about the fund's investment portfolio, see page 11. A quarterly Fact Sheet is available on dws-investments.com or upon request. Please see the Account Management Resources section on page 44 for contact information. |
Investment Portfolio as of May 31, 2014 (Unaudited) | | | Shares | | | Value ($) | |
| | | | |
| Common Stocks 99.3% | |
| Consumer Discretionary 11.8% | |
| Hotels, Restaurants & Leisure 2.5% | |
| McDonald's Corp. | | | 301,000 | | | | 30,530,430 | |
| Leisure Products 4.9% | |
| Hasbro, Inc. (a) | | | 547,800 | | | | 29,416,860 | |
| Mattel, Inc. | | | 798,400 | | | | 31,001,872 | |
| | | | | | | | 60,418,732 | |
| Multiline Retail 2.4% | |
| Kohl's Corp. (a) | | | 552,600 | | | | 30,083,544 | |
| Textiles, Apparel & Luxury Goods 2.0% | |
| Coach, Inc. | | | 603,900 | | | | 24,584,769 | |
| Consumer Staples 17.7% | |
| Beverages 5.0% | |
| Coca-Cola Co. | | | 741,600 | | | | 30,338,856 | |
| PepsiCo, Inc. | | | 353,700 | | | | 31,242,321 | |
| | | | | | | | 61,581,177 | |
| Food & Staples Retailing 2.4% | |
| Wal-Mart Stores, Inc. (a) | | | 383,400 | | | | 29,433,618 | |
| Household Products 2.4% | |
| Procter & Gamble Co. | | | 370,900 | | | | 29,965,011 | |
| Tobacco 7.9% | |
| Altria Group, Inc. | | | 777,000 | | | | 32,292,120 | |
| Philip Morris International, Inc. | | | 359,900 | | | | 31,865,546 | |
| Reynolds American, Inc. | | | 549,600 | | | | 32,772,648 | |
| | | | | | | | 96,930,314 | |
| Energy 12.4% | |
| Energy Equipment & Services 2.4% | |
| Transocean Ltd. (a) | | | 694,400 | | | | 29,505,056 | |
| Oil, Gas & Consumable Fuels 10.0% | |
| Chevron Corp. | | | 243,200 | | | | 29,862,528 | |
| ConocoPhillips (a) | | | 405,400 | | | | 32,407,676 | |
| Marathon Oil Corp. | | | 836,600 | | | | 30,669,756 | |
| Occidental Petroleum Corp. | | | 311,100 | | | | 31,013,559 | |
| | | | | | | | 123,953,519 | |
| Health Care 17.6% | |
| Health Care Equipment & Supplies 2.5% | |
| Baxter International, Inc. | | | 416,900 | | | | 31,021,529 | |
| Health Care Providers & Services 2.6% | |
| Quest Diagnostics, Inc. (a) | | | 528,900 | | | | 31,675,821 | |
| Pharmaceuticals 12.5% | |
| AbbVie, Inc. | | | 608,300 | | | | 33,048,939 | |
| Eli Lilly & Co. | | | 512,100 | | | | 30,654,306 | |
| Johnson & Johnson | | | 302,200 | | | | 30,661,212 | |
| Merck & Co., Inc. | | | 525,900 | | | | 30,428,574 | |
| Pfizer, Inc. | | | 981,700 | | | | 29,087,771 | |
| | | | | | | | 153,880,802 | |
| Industrials 14.7% | |
| Aerospace & Defense 2.5% | |
| Northrop Grumman Corp. | | | 254,200 | | | | 30,898,010 | |
| Electrical Equipment 4.8% | |
| Eaton Corp. PLC | | | 406,200 | | | | 29,932,878 | |
| Emerson Electric Co. | | | 437,700 | | | | 29,207,721 | |
| | | | | | | | 59,140,599 | |
| Industrial Conglomerates 2.5% | |
| General Electric Co. | | | 1,130,000 | | | | 30,272,700 | |
| Machinery 4.9% | |
| Caterpillar, Inc. | | | 291,100 | | | | 29,759,153 | |
| Illinois Tool Works, Inc. | | | 355,500 | | | | 30,768,525 | |
| | | | | | | | 60,527,678 | |
| Information Technology 20.0% | |
| Communications Equipment 2.6% | |
| Cisco Systems, Inc. | | | 1,308,900 | | | | 32,225,118 | |
| IT Services 2.4% | |
| International Business Machines Corp. | | | 159,000 | | | | 29,313,240 | |
| Semiconductors & Semiconductor Equipment 7.5% | |
| Intel Corp. | | | 1,144,800 | | | | 31,275,936 | |
| KLA-Tencor Corp. (a) | | | 474,500 | | | | 31,089,240 | |
| Xilinx, Inc. | | | 630,300 | | | | 29,598,888 | |
| | | | | | | | 91,964,064 | |
| Software 4.8% | |
| CA, Inc. | | | 997,100 | | | | 28,606,799 | |
| Microsoft Corp. | | | 753,600 | | | | 30,852,384 | |
| | | | | | | | 59,459,183 | |
| Technology Hardware, Storage & Peripherals 2.7% | |
| Apple, Inc. | | | 53,000 | | | | 33,549,000 | |
| Materials 2.5% | |
| Chemicals | |
| E.I. du Pont de Nemours & Co. | | | 451,500 | | | | 31,293,465 | |
| Telecommunication Services 2.6% | |
| Diversified Telecommunication Services | |
| Verizon Communications, Inc. | | | 655,000 | | | | 32,723,800 | |
Total Common Stocks (Cost $1,173,437,965) | | | | 1,224,931,179 | |
| | |
| Securities Lending Collateral 6.3% | |
| Daily Assets Fund Institutional, 0.08% (b) (c) (Cost $77,734,494) | | | 77,734,494 | | | | 77,734,494 | |
| | |
| Cash Equivalents 0.6% | |
| Central Cash Management Fund, 0.05% (b) (Cost $8,096,332) | | | 8,096,332 | | | | 8,096,332 | |
| | | % of Net Assets | | | Value ($) | |
| | | | |
Total Investment Portfolio (Cost $1,259,268,791)† | | | 106.2 | | | | 1,310,762,005 | |
| Other Assets and Liabilities, Net | | | (6.2 | ) | | | (77,061,690 | ) |
| Net Assets | | | 100.0 | | | | 1,233,700,315 | |
* Non-income producing security.
† The cost for federal income tax purposes was $1,259,700,448. At May 31, 2014, net unrealized appreciation for all securities based on tax cost was $51,061,557. This consisted of aggregate gross unrealized appreciation for all securities in which there was an excess of value over tax cost of $68,070,476 and aggregate gross unrealized depreciation for all securities in which there was an excess of tax cost over value of $17,008,919.
(a) All or a portion of these securities were on loan. In addition, "Other Assets and Liabilities, Net" may include pending sales that are also on loan. The value of securities loaned at May 31, 2014 amounted to $76,429,651, which is 6.2% of net assets.
(b) Affiliated fund managed by Deutsche Investment Management Americas Inc. The rate shown is the annualized seven-day yield at period end.
(c) Represents collateral held in connection with securities lending. Income earned by the Fund is net of borrower rebates.
Fair Value Measurements
Various inputs are used in determining the value of the Fund's investments. These inputs are summarized in three broad levels. Level 1 includes quoted prices in active markets for identical securities. Level 2 includes other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds and credit risk). Level 3 includes significant unobservable inputs (including the Fund's own assumptions in determining the fair value of investments). The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities.
The following is a summary of the inputs used as of May 31, 2014 in valuing the Fund's investments. For information on the Fund's policy regarding the valuation of investments, please refer to the Security Valuation section of Note A in the accompanying Notes to Financial Statements.
| Assets | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
| | |
| Common Stocks (d) | | $ | 1,224,931,179 | | | $ | — | | | $ | — | | | $ | 1,224,931,179 | |
| Short-Term Investments (d) | | | 85,830,826 | | | | — | | | | — | | | | 85,830,826 | |
| Total | | $ | 1,310,762,005 | | | $ | — | | | $ | — | | | $ | 1,310,762,005 | |
There have been no transfers between fair value measurement levels during the period ended May 31, 2014.
(d) See Investment Portfolio for additional detailed categorizations.
The accompanying notes are an integral part of the financial statements.
Statement of Assets and Liabilities | as of May 31, 2014 (Unaudited) | |
| Assets | |
Investments: Investments in non-affiliated securities, at value (cost $1,173,437,965) — including $76,429,651 of securities loaned | | $ | 1,224,931,179 | |
| Investment in Daily Assets Fund Institutional (cost $77,734,494)* | | | 77,734,494 | |
| Investment in Central Cash Management Fund (cost $8,096,332) | | | 8,096,332 | |
| Total investments in securities, at value (cost $1,259,268,791) | | | 1,310,762,005 | |
| Foreign currency, at value (cost $62) | | | 63 | |
| Receivable for Fund shares sold | | | 322,928 | |
| Dividends receivable | | | 4,361,310 | |
| Interest receivable | | | 12,691 | |
| Foreign taxes recoverable | | | 105,027 | |
| Other assets | | | 46,021 | |
| Total assets | | | 1,315,610,045 | |
| Liabilities | |
| Payable upon return of securities loaned | | | 77,734,494 | |
| Payable for Fund shares redeemed | | | 2,330,856 | |
| Accrued management fee | | | 650,249 | |
| Accrued Directors' fees | | | 7,580 | |
| Other accrued expenses and payables | | | 1,186,551 | |
| Total liabilities | | | 81,909,730 | |
| Net assets, at value | | $ | 1,233,700,315 | |
| Net Assets Consist of | |
| Undistributed net investment income | | | 12,187,358 | |
Net unrealized appreciation (depreciation) on: Investments | | | 51,493,214 | |
| Foreign currency | | | 1 | |
| Accumulated net realized gain (loss) | | | (859,679,267 | ) |
| Paid-in capital | | | 2,029,699,009 | |
| Net assets, at value | | $ | 1,233,700,315 | |
* Represents collateral on securities loaned.
The accompanying notes are an integral part of the financial statements.
Statement of Assets and Liabilities as of May 31, 2014 (Unaudited) (continued) | |
| Net Asset Value | |
Class A Net Asset Value and redemption price per share ($1,019,531,713 ÷ 22,774,709 shares of capital stock outstanding, $.01 par value, 560,000,000 shares authorized) | | $ | 44.77 | |
| Maximum offering price per share (100 ÷ 94.25 of $44.77) | | $ | 47.50 | |
Class B Net Asset Value, offering and redemption price (subject to contingent deferred sales charge) per share ($6,857,722 ÷ 153,990 shares of capital stock outstanding, $.01 par value, 560,000,000 shares authorized) | | $ | 44.53 | |
Class C Net Asset Value, offering and redemption price (subject to contingent deferred sales charge) per share ($158,833,803 ÷ 3,561,749 shares of capital stock outstanding, $.01 par value, 140,000,000 shares authorized) | | $ | 44.59 | |
Class R Net Asset Value, offering and redemption price per share ($4,626,400 ÷ 103,604 shares of capital stock outstanding, $.01 par value, 100,000,000 shares authorized) | | $ | 44.65 | |
Class S Net Asset Value, offering and redemption price per share ($26,565,024 ÷ 593,216 shares of capital stock outstanding, $.01 par value, 150,000,000 shares authorized) | | $ | 44.78 | |
Institutional Class Net Asset Value, offering and redemption price per share ($17,285,653 ÷ 385,834 shares of capital stock outstanding, $.01 par value, 240,000,000 shares authorized) | | $ | 44.80 | |
The accompanying notes are an integral part of the financial statements.
| for the six months ended May 31, 2014 (Unaudited) | |
| Investment Income | |
Income: Dividends (net of foreign taxes withheld of $93,891) | | $ | 14,367,697 | |
| Income distributions — Central Cash Management Fund | | | 3,871 | |
| Securities lending income, including income from Daily Assets Fund Institutional, net of borrower rebates | | | 40,832 | |
| Total income | | | 14,412,400 | |
Expenses: Management fee | | | 4,377,070 | |
| Services to shareholders | | | 1,030,320 | |
| Distribution and service fees | | | 2,039,784 | |
| Custodian fee | | | 11,890 | |
| Professional fees | | | 52,348 | |
| Reports to shareholders | | | 80,855 | |
| Registration fees | | | 36,376 | |
| Directors' fees and expenses | | | 21,225 | |
| Other | | | 25,640 | |
| Total expenses before expense reductions | | | 7,675,508 | |
| Expense reductions | | | (503,531 | ) |
| Total expenses after expense reductions | | | 7,171,977 | |
| Net investment income (loss) | | | 7,240,423 | |
| Realized and Unrealized Gain (Loss) | |
Net realized gain (loss) from: Investments | | | 181,818,845 | |
| Futures | | | 1,476,189 | |
| Foreign currency | | | (88,206 | ) |
| | | | 183,206,828 | |
Change in net unrealized appreciation (depreciation) on: Investments | | | (106,176,503 | ) |
| Futures | | | (1,257,000 | ) |
| Foreign currency | | | 18,791 | |
| | | | (107,414,712 | ) |
| Net gain (loss) | | | 75,792,116 | |
| Net increase (decrease) in net assets resulting from operations | | $ | 83,032,539 | |
The accompanying notes are an integral part of the financial statements.
Statement of Changes in Net Assets | Increase (Decrease) in Net Assets | | Six Months Ended May 31, 2014 (Unaudited) | | | Year Ended November 30, 2013 | |
Operations: Net investment income (loss) | | $ | 7,240,423 | | | $ | 22,429,543 | |
Operations: Net investment income (loss) | | $ | 7,240,423 | | | $ | 22,429,543 | |
| Net realized gain (loss) | | | 183,206,828 | | | | 135,381,036 | |
| Change in net unrealized appreciation (depreciation) | | | (107,414,712 | ) | | | 103,231,138 | |
| Net increase (decrease) in net assets resulting from operations | | | 83,032,539 | | | | 261,041,717 | |
Distributions to shareholders from: Net investment income: Class A | | | (9,627,892 | ) | | | (25,093,704 | ) |
| Class B | | | (48,498 | ) | | | (225,117 | ) |
| Class C | | | (915,024 | ) | | | (2,789,688 | ) |
| Class R | | | (44,695 | ) | | | (113,998 | ) |
| Class S | | | (286,584 | ) | | | (717,015 | ) |
| Institutional Class | | | (190,616 | ) | | | (778,591 | ) |
| Total distributions | | | (11,113,309 | ) | | | (29,718,113 | ) |
Fund share transactions: Proceeds from shares sold | | | 31,871,918 | | | | 56,571,333 | |
| Reinvestment of distributions | | | 10,430,717 | | | | 27,499,528 | |
| Payments for shares redeemed | | | (110,405,277 | ) | | | (275,559,705 | ) |
| Net increase (decrease) in net assets from Fund share transactions | | | (68,102,642 | ) | | | (191,488,844 | ) |
| Increase (decrease) in net assets | | | 3,816,588 | | | | 39,834,760 | |
| Net assets at beginning of period | | | 1,229,883,727 | | | | 1,190,048,967 | |
| Net assets at end of period (including undistributed net investment income of $12,187,358 and $16,060,244, respectively) | | $ | 1,233,700,315 | | | $ | 1,229,883,727 | |
The accompanying notes are an integral part of the financial statements.
| | | | | | Years Ended November 30, | |
| Class A | | Six Months Ended 5/31/14 (Unaudited) | | | 2013 | | | 2012 | | | 2011 | | | 2010 | | | 2009 | |
| Selected Per Share Data | |
| Net asset value, beginning of period | | $ | 42.20 | | | $ | 34.83 | | | $ | 31.54 | | | $ | 30.59 | | | $ | 29.04 | | | $ | 23.91 | |
Income (loss) from investment operations: Net investment incomea | | | .28 | | | | .75 | | | | .89 | | | | .49 | | | | .34 | | | | .46 | |
| Net realized and unrealized gain (loss) | | | 2.70 | | | | 7.59 | | | | 3.09 | | | | .73 | | | | 1.52 | | | | 5.21 | |
| Total from investment operations | | | 2.98 | | | | 8.34 | | | | 3.98 | | | | 1.22 | | | | 1.86 | | | | 5.67 | |
Less distributions from: Net investment income | | | (.41 | ) | | | (.97 | ) | | | (.69 | ) | | | (.27 | ) | | | (.31 | ) | | | (.54 | ) |
| Net asset value, end of period | | $ | 44.77 | | | $ | 42.20 | | | $ | 34.83 | | | $ | 31.54 | | | $ | 30.59 | | | $ | 29.04 | |
Total Return (%)b | | | 7.12 | c** | | | 24.36 | c | | | 12.72 | | | | 4.01 | | | | 6.42 | c | | | 24.30 | c |
| Ratios to Average Net Assets and Supplemental Data | |
| Net assets, end of period ($ millions) | | | 1,020 | | | | 1,013 | | | | 958 | | | | 1,055 | | | | 1,297 | | | | 1,640 | |
| Ratio of expenses before expense reductions (%) | | | 1.17 | * | | | 1.18 | | | | 1.20 | | | | 1.19 | | | | 1.21 | | | | 1.26 | |
| Ratio of expenses after expense reductions (%) | | | 1.09 | * | | | 1.17 | | | | 1.20 | | | | 1.19 | | | | 1.16 | | | | 1.11 | |
| Ratio of net investment income (%) | | | 1.29 | * | | | 1.96 | | | | 2.62 | | | | 1.51 | | | | 1.13 | | | | 1.91 | |
| Portfolio turnover rate (%) | | | 110 | ** | | | 75 | | | | 58 | | | | 140 | | | | 66 | | | | 81 | |
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. * Annualized ** Not annualized | |
| | | | | | Years Ended November 30, | |
| Class B | | Six Months Ended 5/31/14 (Unaudited) | | | 2013 | | | 2012 | | | 2011 | | | 2010 | | | 2009 | |
| Selected Per Share Data | |
| Net asset value, beginning of period | | $ | 41.97 | | | $ | 34.65 | | | $ | 31.36 | | | $ | 30.46 | | | $ | 28.92 | | | $ | 23.81 | |
Income (loss) from investment operations: Net investment incomea | | | .10 | | | | .44 | | | | .60 | | | | .18 | | | | .09 | | | | .26 | |
| Net realized and unrealized gain (loss) | | | 2.70 | | | | 7.55 | | | | 3.10 | | | | .77 | | | | 1.52 | | | | 5.19 | |
| Total from investment operations | | | 2.80 | | | | 7.99 | | | | 3.70 | | | | .95 | | | | 1.61 | | | | 5.45 | |
Less distributions from: Net investment income | | | (.24 | ) | | | (.67 | ) | | | (.41 | ) | | | (.05 | ) | | | (.07 | ) | | | (.34 | ) |
| Net asset value, end of period | | $ | 44.53 | | | $ | 41.97 | | | $ | 34.65 | | | $ | 31.36 | | | $ | 30.46 | | | $ | 28.92 | |
Total Return (%)b,c | | | 6.70 | ** | | | 23.34 | | | | 11.86 | | | | 3.12 | | | | 5.57 | | | | 23.29 | |
| Ratios to Average Net Assets and Supplemental Data | |
| Net assets, end of period ($ millions) | | | 7 | | | | 10 | | | | 16 | | | | 31 | | | | 57 | | | | 105 | |
| Ratio of expenses before expense reductions (%) | | | 2.20 | * | | | 2.14 | | | | 2.10 | | | | 2.04 | | | | 2.08 | | | | 2.18 | |
| Ratio of expenses after expense reductions (%) | | | 1.84 | * | | | 1.98 | | | | 1.99 | | | | 2.03 | | | | 1.98 | | | | 1.95 | |
| Ratio of net investment income (%) | | | .47 | * | | | 1.16 | | | | 1.77 | | | | .56 | | | | .31 | | | | 1.07 | |
| Portfolio turnover rate (%) | | | 110 | ** | | | 75 | | | | 58 | | | | 140 | | | | 66 | | | | 81 | |
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. * Annualized ** Not annualized | |
| | | | | | Years Ended November 30, | |
| Class C | | Six Months Ended 5/31/14 (Unaudited) | | | 2013 | | | 2012 | | | 2011 | | | 2010 | | | 2009 | |
| Selected Per Share Data | |
| Net asset value, beginning of period | | $ | 42.03 | | | $ | 34.70 | | | $ | 31.42 | | | $ | 30.51 | | | $ | 28.96 | | | $ | 23.85 | |
Income (loss) from investment operations: Net investment incomea | | | .12 | | | | .46 | | | | .63 | | | | .24 | | | | .12 | | | | .28 | |
| Net realized and unrealized gain (loss) | | | 2.69 | | | | 7.56 | | | | 3.08 | | | | .73 | | | | 1.52 | | | | 5.19 | |
| Total from investment operations | | | 2.81 | | | | 8.02 | | | | 3.71 | | | | .97 | | | | 1.64 | | | | 5.47 | |
Less distributions from: Net investment income | | | (.25 | ) | | | (.69 | ) | | | (.43 | ) | | | (.06 | ) | | | (.09 | ) | | | (.36 | ) |
| Net asset value, end of period | | $ | 44.59 | | | $ | 42.03 | | | $ | 34.70 | | | $ | 31.42 | | | $ | 30.51 | | | $ | 28.96 | |
Total Return (%)b | | | 6.71 | c** | | | 23.39 | c | | | 11.87 | | | | 3.19 | | | | 5.64 | c | | | 23.39 | c |
| Ratios to Average Net Assets and Supplemental Data | |
| Net assets, end of period ($ millions) | | | 159 | | | | 158 | | | | 151 | | | | 175 | | | | 233 | | | | 304 | |
| Ratio of expenses before expense reductions (%) | | | 1.93 | * | | | 1.96 | | | | 1.95 | | | | 1.96 | | | | 1.95 | | | | 2.03 | |
| Ratio of expenses after expense reductions (%) | | | 1.84 | * | | | 1.94 | | | | 1.95 | | | | 1.96 | | | | 1.90 | | | | 1.85 | |
| Ratio of net investment income (%) | | | .54 | * | | | 1.19 | | | | 1.86 | | | | .72 | | | | .39 | | | | 1.16 | |
| Portfolio turnover rate (%) | | | 110 | ** | | | 75 | | | | 58 | | | | 140 | | | | 66 | | | | 81 | |
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. * Annualized ** Not annualized | |
| | | | | | Years Ended November 30, | |
| Class R | | Six Months Ended 5/31/14 (Unaudited) | | | 2013 | | | 2012 | | | 2011 | | | 2010 | | | 2009 | |
| Selected Per Share Data | |
| Net asset value, beginning of period | | $ | 42.09 | | | $ | 34.73 | | | $ | 31.45 | | | $ | 30.47 | | | $ | 28.97 | | | $ | 23.83 | |
Income (loss) from investment operations: Net investment incomea | | | .22 | | | | .66 | | | | .79 | | | | .38 | | | | .21 | | | | .39 | |
| Net realized and unrealized gain (loss) | | | 2.70 | | | | 7.57 | | | | 3.08 | | | | .75 | | | | 1.51 | | | | 5.20 | |
| Total from investment operations | | | 2.92 | | | | 8.23 | | | | 3.87 | | | | 1.13 | | | | 1.72 | | | | 5.59 | |
Less distributions from: Net investment income | | | (.36 | ) | | | (.87 | ) | | | (.59 | ) | | | (.15 | ) | | | (.22 | ) | | | (.45 | ) |
| Net asset value, end of period | | $ | 44.65 | | | $ | 42.09 | | | $ | 34.73 | | | $ | 31.45 | | | $ | 30.47 | | | $ | 28.97 | |
| Total Return (%) | | | 6.98 | b** | | | 24.06 | b | | | 12.39 | b | | | 3.68 | b | | | 6.00 | b | | | 23.92 | |
| Ratios to Average Net Assets and Supplemental Data | |
| Net assets, end of period ($ millions) | | | 5 | | | | 5 | | | | 5 | | | | 5 | | | | 9 | | | | 11 | |
| Ratio of expenses before expense reductions (%) | | | 1.56 | * | | | 1.53 | | | | 1.53 | | | | 1.52 | | | | 1.63 | | | | 1.41 | |
| Ratio of expenses after expense reductions (%) | | | 1.34 | * | | | 1.42 | | | | 1.49 | | | | 1.48 | | | | 1.58 | | | | 1.41 | |
| Ratio of net investment income (%) | | | 1.01 | * | | | 1.71 | | | | 2.32 | | | | 1.16 | | | | .71 | | | | 1.61 | |
| Portfolio turnover rate (%) | | | 110 | ** | | | 75 | | | | 58 | | | | 140 | | | | 66 | | | | 81 | |
a Based on average shares outstanding during the period. b Total return would have been lower had certain expenses not been reduced. * Annualized ** Not annualized | |
| | | | | | Years Ended November 30, | |
| Class S | | Six Months Ended 5/31/14 (Unaudited) | | | 2013 | | | 2012 | | | 2011 | | | 2010 | | | 2009 | |
| Selected Per Share Data | |
| Net asset value, beginning of period | | $ | 42.21 | | | $ | 34.84 | | | $ | 31.54 | | | $ | 30.57 | | | $ | 29.02 | | | $ | 23.88 | |
Income (loss) from investment operations: Net investment incomea | | | .33 | | | | .84 | | | | .97 | | | | .53 | | | | .38 | | | | .49 | |
| Net realized and unrealized gain (loss) | | | 2.70 | | | | 7.59 | | | | 3.10 | | | | .76 | | | | 1.52 | | | | 5.21 | |
| Total from investment operations | | | 3.03 | | | | 8.43 | | | | 4.07 | | | | 1.29 | | | | 1.90 | | | | 5.70 | |
Less distributions from: Net investment income | | | (.46 | ) | | | (1.06 | ) | | | (.77 | ) | | | (.32 | ) | | | (.35 | ) | | | (.56 | ) |
| Net asset value, end of period | | $ | 44.78 | | | $ | 42.21 | | | $ | 34.84 | | | $ | 31.54 | | | $ | 30.57 | | | $ | 29.02 | |
| Total Return (%) | | | 7.24 | b** | | | 24.65 | b | | | 13.01 | | | | 4.23 | | | | 6.60 | b | | | 24.49 | |
| Ratios to Average Net Assets and Supplemental Data | |
| Net assets, end of period ($ millions) | | | 27 | | | | 27 | | | | 25 | | | | 32 | | | | 61 | | | | 90 | |
| Ratio of expenses before expense reductions (%) | | | .95 | * | | | .95 | | | | .96 | | | | .96 | | | | 1.02 | | | | .97 | |
| Ratio of expenses after expense reductions (%) | | | .84 | * | | | .94 | | | | .96 | | | | .96 | | | | 1.02 | | | | .97 | |
| Ratio of net investment income (%) | | | 1.54 | * | | | 2.19 | | | | 2.84 | | | | 1.62 | | | | 1.27 | | | | 2.04 | |
| Portfolio turnover rate (%) | | | 110 | ** | | | 75 | | | | 58 | | | | 140 | | | | 66 | | | | 81 | |
a Based on average shares outstanding during the period. b Total return would have been lower had certain expenses not been reduced. * Annualized ** Not annualized | |
| | | | | | Years Ended November 30, | |
| Institutional Class | | Six Months Ended 5/31/14 (Unaudited) | | | 2013 | | | 2012 | | | 2011 | | | 2010 | | | 2009 | |
| Selected Per Share Data | |
| Net asset value, beginning of period | | $ | 42.25 | | | $ | 34.89 | | | $ | 31.60 | | | $ | 30.63 | | | $ | 29.08 | | | $ | 23.90 | |
Income (loss) from investment operations: Net investment incomea | | | .33 | | | | .88 | | | | 1.00 | | | | .62 | | | | .43 | | | | .56 | |
| Net realized and unrealized gain (loss) | | | 2.70 | | | | 7.59 | | | | 3.11 | | | | .72 | | | | 1.53 | | | | 5.23 | |
| Total from investment operations | | | 3.03 | | | | 8.47 | | | | 4.11 | | | | 1.34 | | | | 1.96 | | | | 5.79 | |
Less distributions from: Net investment income | | | (.48 | ) | | | (1.11 | ) | | | (.82 | ) | | | (.37 | ) | | | (.41 | ) | | | (.61 | ) |
| Net asset value, end of period | | $ | 44.80 | | | $ | 42.25 | | | $ | 34.89 | | | $ | 31.60 | | | $ | 30.63 | | | $ | 29.08 | |
| Total Return (%) | | | 7.24 | b** | | | 24.76 | b | | | 13.13 | | | | 4.40 | | | | 6.80 | | | | 24.86 | |
| Ratios to Average Net Assets and Supplemental Data | |
| Net assets, end of period ($ millions) | | | 17 | | | | 17 | | | | 36 | | | | 54 | | | | 63 | | | | 73 | |
| Ratio of expenses before expense reductions (%) | | | .90 | * | | | .86 | | | | .83 | | | | .82 | | | | .82 | | | | .72 | |
| Ratio of expenses after expense reductions (%) | | | .84 | * | | | .86 | | | | .83 | | | | .82 | | | | .82 | | | | .72 | |
| Ratio of net investment income (%) | | | 1.54 | * | | | 2.30 | | | | 2.94 | | | | 1.89 | | | | 1.47 | | | | 2.29 | |
| Portfolio turnover rate (%) | | | 110 | ** | | | 75 | | | | 58 | | | | 140 | | | | 66 | | | | 81 | |
a Based on average shares outstanding during the period. b Total return would have been lower had certain expenses not been reduced. * Annualized ** Not annualized | |
Notes to Financial Statements (Unaudited)
A. Organization and Significant Accounting Policies
DWS Equity Dividend Fund (the "Fund") is a diversified series of DWS Value Series, Inc. (the "Corporation"), which is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company and is organized as a Maryland corporation.
The Fund offers multiple classes of shares which provide investors with different purchase options. Class A shares are offered to investors subject to an initial sales charge. Class B shares of the Fund are closed to new purchases, except exchanges or the reinvestment of dividends or other distributions. Class B shares were offered to investors without an initial sales charge and are subject to higher ongoing expenses than Class A shares and a contingent deferred sales charge payable upon certain redemptions. Class B shares automatically convert to Class A shares six years after issuance. Class C shares are offered to investors without an initial sales charge but are subject to higher ongoing expenses than Class A shares and a contingent deferred sales charge payable upon certain redemptions within one year of purchase. Class C shares do not automatically convert into another class. Institutional Class shares are generally available only to qualified institutions, are not subject to initial or contingent deferred sales charges and generally have lower ongoing expenses than other classes. Class R shares are only available to participants in certain retirement plans and are offered to investors without an initial or contingent deferred sales charge. Class S shares are not subject to initial or contingent deferred sales charges and are only available to a limited group of investors.
Investment income, realized and unrealized gains and losses, and certain fund-level expenses and expense reductions, if any, are borne pro rata on the basis of relative net assets by the holders of all classes of shares, except that each class bears certain expenses unique to that class such as distribution and service fees, services to shareholders and certain other class-specific expenses. Differences in class-level expenses may result in payment of different per share dividends by class. All shares of the Fund have equal rights with respect to voting subject to class-specific arrangements.
The Fund's financial statements are prepared in accordance with accounting principles generally accepted in the United States of America which require the use of management estimates. Actual results could differ from those estimates. The policies described below are followed consistently by the Fund in the preparation of its financial statements.
Security Valuation. Investments are stated at value determined as of the close of regular trading on the New York Stock Exchange on each day the exchange is open for trading.
Various inputs are used in determining the value of the Fund's investments. These inputs are summarized in three broad levels. Level 1 includes quoted prices in active markets for identical securities. Level 2 includes other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds and credit risk). Level 3 includes significant unobservable inputs (including the Fund's own assumptions in determining the fair value of investments). The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities.
Equity securities are valued at the most recent sale price or official closing price reported on the exchange (U.S. or foreign) or over-the-counter market on which they trade. Securities for which no sales are reported are valued at the calculated mean between the most recent bid and asked quotations on the relevant market or, if a mean cannot be determined, at the most recent bid quotation. Equity securities are categorized as Level 1. For certain international equity securities, in order to adjust for events which may occur between the close of the foreign exchanges and the close of the New York Stock Exchange, a fair valuation model may be used. This fair valuation model takes into account comparisons to the valuation of American Depository Receipts (ADRs), exchange-traded funds, futures contracts and certain indices and these securities are categorized as Level 2.
Investments in open-end investment companies are valued at their net asset value each business day and are categorized as Level 1.
Futures contracts are generally valued at the settlement prices established each day on the exchange on which they are traded and are categorized as Level 1.
Securities and other assets for which market quotations are not readily available or for which the above valuation procedures are deemed not to reflect fair value are valued in a manner that is intended to reflect their fair value as determined in accordance with procedures approved by the Board and are generally categorized as Level 3. In accordance with the Fund's valuation procedures, factors considered in determining value may include, but are not limited to, the type of the security; the size of the holding; the initial cost of the security; the existence of any contractual restrictions on the security's disposition; the price and extent of public trading in similar securities of the issuer or of comparable companies; quotations or evaluated prices from broker-dealers and/or pricing services; information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities); an analysis of the company's or issuer's financial statements; an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold; and with respect to debt securities, the maturity, coupon, creditworthiness, currency denomination and the movement of the market in which the security is normally traded. The value determined under these procedures may differ from published values for the same securities.
Disclosure about the classification of fair value measurements is included in a table following the Fund's Investment Portfolio.
Foreign Currency Translations. The books and records of the Fund are maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the prevailing exchange rates at period end. Purchases and sales of investment securities, income and expenses are translated into U.S. dollars at the prevailing exchange rates on the respective dates of the transactions.
Net realized and unrealized gains and losses on foreign currency transactions represent net gains and losses between trade and settlement dates on securities transactions, the acquisition and disposition of foreign currencies, and the difference between the amount of net investment income accrued and the U.S. dollar amount actually received. That portion of both realized and unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed but is included with net realized and unrealized gain/appreciation and loss/depreciation on investments.
Securities Lending. Deutsche Bank AG, as lending agent, lends securities of the Fund to certain financial institutions under the terms of the Security Lending Agreement. The Fund retains the benefits of owning the securities it has loaned and continues to receive interest and dividends generated by the securities and to participate in any changes in their market value. The Fund requires the borrowers of the securities to maintain collateral with the Fund consisting of either cash or liquid, unencumbered assets having a value at least equal to the value of the securities loaned. When the collateral falls below specified amounts, the lending agent will use its best effort to obtain additional collateral on the next business day to meet required amounts under the security lending agreement. The Fund may invest the cash collateral into a joint trading account in an affiliated money market fund pursuant to Exemptive Orders issued by the SEC. The Fund receives compensation for lending its securities either in the form of fees or by earning interest on invested cash collateral net of borrower rebates and fees paid to a lending agent. Either the Fund or the borrower may terminate the loan. There may be risks of delay and costs in recovery of securities or even loss of rights in the collateral should the borrower of the securities fail financially. If the Fund is not able to recover securities lent, the Fund may sell the collateral and purchase a replacement investment in the market, incurring the risk that the value of the replacement security is greater than the value of the collateral. The Fund is also subject to all investment risks associated with the reinvestment of any cash collateral received, including, but not limited to, interest rate, credit and liquidity risk associated with such investments.
As of May 31, 2014, the Fund had securities on loan. The value of the related collateral exceeded the value of the securities loaned at period end.
Federal Income Taxes. The Fund's policy is to comply with the requirements of the Internal Revenue Code, as amended, which are applicable to regulated investment companies, and to distribute all of its taxable income to its shareholders.
Under the Regulated Investment Company Modernization Act of 2010, net capital losses incurred post-enactment may be carried forward indefinitely, and their character is retained as short-term and/or long-term. Previously, net capital losses were carried forward for eight years and treated as short-term losses. As a transition rule, the Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.
At November 30, 2013, the Fund had a net tax basis capital loss carryforward of approximately $1,041,197,000 of pre-enactment losses, which may be applied against any realized net taxable capital gain of each succeeding year until fully utilized or until November 30, 2016 ($42,191,000) and November 30, 2017 ($999,006,000), the respective expiration dates, whichever occurs first.
The Fund has reviewed the tax positions for the open tax years as of November 30, 2013 and has determined that no provision for income tax and/or uncertain tax provisions is required in the Fund's financial statements. The Fund's federal tax returns for the prior three fiscal years remain open subject to examination by the Internal Revenue Service.
Distribution of Income and Gains. Distributions from net investment income of the Fund are declared and distributed to shareholders quarterly. Net realized gains from investment transactions, in excess of available capital loss carryforwards, would be taxable to the Fund if not distributed, and, therefore, will be distributed to shareholders at least annually. The Fund may also make additional distributions for tax purposes if necessary.
The timing and characterization of certain income and capital gain distributions are determined annually in accordance with federal tax regulations, which may differ from accounting principles generally accepted in the United States of America. These differences primarily relate to investments in futures contracts and certain securities sold at a loss. As a result, net investment income (loss) and net realized gain (loss) on investment transactions for a reporting period may differ significantly from distributions during such period. Accordingly, the Fund may periodically make reclassifications among certain of its capital accounts without impacting the net asset value of the Fund.
The tax character of current year distributions will be determined at the end of the current fiscal year.
Expenses. Expenses of the Corporation arising in connection with a specific fund are allocated to that fund. Other Corporation expenses which cannot be directly attributed to a fund are apportioned among the funds in the Corporation based upon the relative net assets or other appropriate measures.
Contingencies. In the normal course of business, the Fund may enter into contracts with service providers that contain general indemnification clauses. The Fund's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet been made. However, based on experience, the Fund expects the risk of loss to be remote.
Other. Investment transactions are accounted for on a trade date plus one basis for daily net asset value calculations. However, for financial reporting purposes, investment transactions are reported on trade date. Interest income is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date net of foreign withholding taxes. Realized gains and losses from investment transactions are recorded on an identified cost basis. Proceeds from litigation payments, if any, are included in net realized gain (loss) from investments.
B. Derivative Instruments
Futures Contracts. A futures contract is an agreement between a buyer or seller and an established futures exchange or its clearinghouse in which the buyer or seller agrees to take or make a delivery of a specific amount of a financial instrument at a specified price on a specific date (settlement date). For the six months ended May 31, 2014, the Fund used futures contracts as a 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 stock market.
Upon entering into a futures contract, the Fund is required to deposit with a financial intermediary cash or securities ("initial margin") in an amount equal to a certain percentage of the face value indicated in the futures contract. Subsequent payments ("variation margin") are made or received by the Fund dependent upon the daily fluctuations in the value of the contract and are recorded for financial reporting purposes as unrealized gains or losses by the Fund. Gains or losses are realized when the contract expires or is closed. Since all futures contracts are exchange traded, counterparty risk is minimized as the exchange's clearinghouse acts as the counterparty, and guarantees the futures against default.
Certain risks may arise upon entering into futures contracts, including the risk that an illiquid market will limit the Fund's ability to close out a futures contract prior to the settlement date and the risk that the futures contract is not well correlated with the security, index or currency to which it relates. Risk of loss may exceed amounts disclosed in the Statement of Assets and Liabilities.
There were no open futures contracts at May 31, 2014. For the six months ended May 31, 2014, the investment in futures contracts purchased had a total notional value generally indicative of a range from $0 to approximately $36,082,000.
Additionally, the amount of unrealized and realized gains and losses on derivative instruments recognized in Fund earnings during the six months ended May 31, 2014 and the related location in the accompanying Statement of Operations is summarized in the following tables by primary underlying risk exposure:
| Realized Gain (Loss) | | Futures Contracts | |
| Equity Contracts (a) | | $ | 1,476,189 | |
The above derivative is located in the following Statement of Operations account: (a) Net realized gain (loss) from futures | |
| Change in Net Unrealized Appreciation (Depreciation) | | Futures Contracts | |
| Equity Contracts (a) | | $ | (1,257,000 | ) |
The above derivative is located in the following Statement of Operations account: (a) Change in net unrealized appreciation (depreciation) on futures | |
C. Purchases and Sales of Securities
During the six months ended May 31, 2014, purchases and sales of investment securities (excluding short-term investments) aggregated $1,327,559,775 and $1,373,879,136, respectively.
D. Related Parties
Management Agreement. Under the Investment Management Agreement with Deutsche Investment Management Americas Inc. ("DIMA" or the "Advisor"), an indirect, wholly owned subsidiary of Deutsche Bank AG, the Advisor directs the investments of the Fund in accordance with its investment objectives, policies and restrictions. The Advisor determines the securities, instruments and other contracts relating to investments to be purchased, sold or entered into by the Fund. In addition to portfolio management services, the Advisor provides certain administrative services in accordance with the Investment Management Agreement.
Pursuant to the Investment Management Agreement with the Advisor, the Fund pays a monthly management fee based on the Fund's average daily net assets, computed and accrued daily and payable monthly, at the following annual rates:
| First $250 million of the Fund's average daily net assets | | | .75 | % |
| Next $750 million of such net assets | | | .72 | % |
| Next $1.5 billion of such net assets | | | .70 | % |
| Next $2.5 billion of such net assets | | | .68 | % |
| Next $2.5 billion of such net assets | | | .65 | % |
| Next $2.5 billion of such net assets | | | .64 | % |
| Next $2.5 billion of such net assets | | | .63 | % |
| Over $12.5 billion of such net assets | | | .62 | % |
Accordingly, for the six months ended May 31, 2014, the fee pursuant to the Investment Management Agreement was equivalent to an annualized effective rate (exclusive of any applicable waivers/reimbursement) of 0.72% of the Fund's average daily net assets.
For the period from December 1, 2013 through September 30, 2014, the Advisor has contractually agreed to waive its fees and/or reimburse certain operating expenses of the Fund to the extent necessary to maintain the operating expenses (excluding certain expenses such as extraordinary expenses, taxes, brokerage and interest) of each class as follows:
| Class A | 1.09% |
| Class B | 1.84% |
| Class C | 1.84% |
| Class R | 1.34% |
| Class S | .84% |
| Institutional Class | .84% |
For the six months ended May 31, 2014, fees waived and/or expenses reimbursed for each class are as follows:
| Class A | | $ | 392,982 | |
| Class B | | | 14,734 | |
| Class C | | | 71,017 | |
| Class R | | | 5,679 | |
| Class S | | | 13,942 | |
| Institutional Class | | | 5,177 | |
| | | $ | 503,531 | |
Service Provider Fees. DWS Investments Service Company ("DISC"), an affiliate of the Advisor, is the transfer agent, dividend-paying agent and shareholder service agent for the Fund. Pursuant to a sub-transfer agency agreement between DISC and DST Systems, Inc. ("DST"), DISC has delegated certain transfer agent, dividend-paying agent and shareholder service agent functions to DST. DISC compensates DST out of the shareholder servicing fee it receives from the Fund. For the six months ended May 31, 2014, the amounts charged to the Fund by DISC were as follows:
| Services to Shareholders | | Total Aggregated | | | Unpaid at May 31, 2014 | |
| Class A | | $ | 431,758 | | | $ | 235,068 | |
| Class B | | | 14,781 | | | | 8,174 | |
| Class C | | | 47,352 | | | | 25,389 | |
| Class R | | | 856 | | | | 435 | |
| Class S | | | 7,943 | | | | 4,292 | |
| Institutional Class | | | 2,360 | | | | 1,343 | |
| | | $ | 505,050 | | | $ | 274,701 | |
Pursuant to a fund accounting agreement, DIMA is responsible for computing the daily net asset value per share and maintaining the portfolio and general accounting records of the Fund. DIMA has delegated certain fund accounting and record-keeping services to State Street Bank and Trust Company. The costs and expenses of such delegation are paid by DIMA. The Fund paid no fee to DIMA for fund accounting and record-keeping services provided under the fund accounting agreement during the period.
Distribution and Service Fees. Under the Fund's Class B, Class C and Class R 12b-1 Plans, DWS Investments Distributors, Inc. ("DIDI"), an affiliate of the Advisor, receives a fee ("Distribution Fee") of 0.75% of average daily net assets of each of Class B and C shares and 0.25% of average daily net assets of Class R shares. In accordance with the Fund's Underwriting and Distribution Service Agreement, DIDI enters into related selling group agreements with various firms at various rates for sales of Class B, C and R shares, respectively. For the six months ended May 31, 2014, the Distribution Fee was as follows:
| Distribution Fee | | Total Aggregated | | | Unpaid at May 31, 2014 | |
| Class B | | $ | 30,947 | | | $ | 4,461 | |
| Class C | | | 586,495 | | | | 100,297 | |
| Class R | | | 6,383 | | | | 1,028 | |
| | | $ | 623,825 | | | $ | 105,786 | |
In addition, DIDI provides information and administrative services for a fee ("Service Fee") to Class A, B, C and R shareholders at an annual rate of up to 0.25% of average daily net assets for each such class. DIDI in turn has various agreements with financial services firms that provide these services and pays these fees based upon the assets of shareholder accounts the firms service. For the six months ended May 31, 2014, the Service Fee was as follows:
| Service Fee | | Total Aggregated | | | Unpaid at May 31, 2014 | | | Annualized Rate | |
| Class A | | $ | 1,206,145 | | | $ | 417,230 | | | | .24 | % |
| Class B | | | 10,091 | | | | 3,203 | | | | .24 | % |
| Class C | | | 193,343 | | | | 66,291 | | | | .25 | % |
| Class R | | | 6,380 | | | | 2,455 | | | | .25 | % |
| | | $ | 1,415,959 | | | $ | 489,179 | | | | | |
Underwriting and Contingent Deferred Sales Charge. DIDI is the principal underwriter for the Fund. Underwriting commissions paid by shareholders in connection with the distribution of Class A shares for the six months ended May 31, 2014 aggregated $24,804.
In addition, DIDI receives any contingent deferred sales charge ("CDSC") from Class B share redemptions occurring within six years of purchase and Class C share redemptions occurring within one year of purchase. There is no such charge upon redemption of any share appreciation or reinvested dividends. The CDSC is based on declining rates ranging from 4% to 1% for Class B and 1% for Class C, of the value of the shares redeemed. For the six months ended May 31, 2014, the CDSC for Class B and C shares aggregated $2,734 and $1,340, respectively. A deferred sales charge of up to 1% is assessed on certain redemptions of Class A shares. For the six months ended May 31, 2014, DIDI received $604 for Class A shares.
Typesetting and Filing Service Fees. Under an agreement with DIMA, DIMA is compensated for providing typesetting and certain regulatory filing services to the Fund. For the six months ended May 31, 2014, the amount charged to the Fund by DIMA included in the Statement of Operations under "reports to shareholders" aggregated $8,859, of which $3,300 is unpaid.
Directors' Fees and Expenses. The Fund paid retainer fees to each Director not affiliated with the Advisor, plus specified amounts to the Board Chairperson and Vice Chairperson and to each committee Chairperson.
Affiliated Cash Management Vehicles. The Fund may invest uninvested cash balances in Central Cash Management Fund and DWS Variable NAV Money Fund, affiliated money market funds which are managed by the Advisor. Each affiliated money market fund seeks to provide a high level of current income consistent with liquidity and the preservation of capital. Each affiliated money market fund is managed in accordance with Rule 2a-7 under the Investment Company Act of 1940, which governs the quality, maturity, diversity and liquidity of instruments in which a money market fund may invest. Central Cash Management Fund seeks to maintain a stable net asset value, and DWS Variable NAV Money Fund maintains a floating net asset value. The Fund indirectly bears its proportionate share of the expenses of each affiliated money market fund in which it invests. Central Cash Management Fund does not pay the Advisor an investment management fee. To the extent that DWS Variable NAV Money Fund pays an investment management fee to the Advisor, the Advisor will waive an amount of the investment management fee payable to the Advisor by the Fund equal to the amount of the investment management fee payable on the Fund's assets invested in DWS Variable NAV Money Fund.
Securities Lending Agent Fees. Deutsche Bank AG serves as securities lending agent for the Fund. For the six months ended May 31, 2014, the Fund incurred securities lending agent fees to Deutsche Bank AG in the amount of $4,031.
E. Line of Credit
The Fund and other affiliated funds (the "Participants") share in a $400 million revolving credit facility provided by a syndication of banks. The Fund may borrow for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. The Participants are charged an annual commitment fee which is allocated based on net assets, among each of the Participants. Interest is calculated at a rate per annum equal to the sum of the Federal Funds Rate plus 1.25 percent plus if LIBOR exceeds the Federal Funds Rate the amount of such excess. The Fund may borrow up to a maximum of 33 percent of its net assets under the agreement. The Fund had no outstanding loans at May 31, 2014.
F. Share Transactions
The following table summarizes share and dollar activity in the Fund:
| | | Six Months Ended May 31, 2014 | | | Year Ended November 30, 2013 | |
| | | Shares | | | Dollars | | | Shares | | | Dollars | |
| Shares sold | |
| Class A | | | 572,217 | | | $ | 24,722,058 | | | | 1,055,908 | | | $ | 40,645,437 | |
| Class B | | | 899 | | | | 38,576 | | | | 7,315 | | | | 284,430 | |
| Class C | | | 76,626 | | | | 3,295,691 | | | | 209,112 | | | | 8,077,859 | |
| Class R | | | 7,984 | | | | 343,904 | | | | 25,052 | | | | 939,503 | |
| Class S | | | 55,008 | | | | 2,313,175 | | | | 90,850 | | | | 3,541,150 | |
| Institutional Class | | | 26,719 | | | | 1,158,514 | | | | 80,111 | | | | 3,082,954 | |
| | | | | | | $ | 31,871,918 | | | | | | | $ | 56,571,333 | |
| Shares issued to shareholders in reinvestment of distributions | |
| Class A | | | 216,390 | | | $ | 9,165,170 | | | | 634,845 | | | $ | 23,561,897 | |
| Class B | | | 1,106 | | | | 46,574 | | | | 5,788 | | | | 211,837 | |
| Class C | | | 18,900 | | | | 798,228 | | | | 64,575 | | | | 2,386,647 | |
| Class R | | | 1,047 | | | | 44,215 | | | | 3,057 | | | | 113,324 | |
| Class S | | | 6,616 | | | | 280,295 | | | | 18,790 | | | | 697,914 | |
| Institutional Class | | | 2,271 | | | | 96,235 | | | | 14,482 | | | | 527,909 | |
| | | | | | | $ | 10,430,717 | | | | | | | $ | 27,499,528 | |
| Shares redeemed | |
| Class A | | | (2,020,882 | ) | | $ | (86,615,863 | ) | | | (5,175,808 | ) | | $ | (197,424,950 | ) |
| Class B | | | (78,109 | ) | | | (3,346,796 | ) | | | (239,908 | ) | | | (9,085,707 | ) |
| Class C | | | (298,217 | ) | | | (12,761,051 | ) | | | (849,303 | ) | | | (32,237,155 | ) |
| Class R | | | (31,912 | ) | | | (1,386,674 | ) | | | (36,549 | ) | | | (1,371,903 | ) |
| Class S | | | (96,357 | ) | | | (4,146,911 | ) | | | (201,426 | ) | | | (7,759,266 | ) |
| Institutional Class | | | (49,872 | ) | | | (2,147,982 | ) | | | (727,904 | ) | | | (27,680,724 | ) |
| | | | | | | $ | (110,405,277 | ) | | | | | | $ | (275,559,705 | ) |
| Net increase (decrease) | |
| Class A | | | (1,232,275 | ) | | $ | (52,728,635 | ) | | | (3,485,055 | ) | | $ | (133,217,616 | ) |
| Class B | | | (76,104 | ) | | | (3,261,646 | ) | | | (226,805 | ) | | | (8,589,440 | ) |
| Class C | | | (202,691 | ) | | | (8,667,132 | ) | | | (575,616 | ) | | | (21,772,649 | ) |
| Class R | | | (22,881 | ) | | | (998,555 | ) | | | (8,440 | ) | | | (319,076 | ) |
| Class S | | | (34,733 | ) | | | (1,553,441 | ) | | | (91,786 | ) | | | (3,520,202 | ) |
| Institutional Class | | | (20,882 | ) | | | (893,233 | ) | | | (633,311 | ) | | | (24,069,861 | ) |
| | | | | | | $ | (68,102,642 | ) | | | | | | $ | (191,488,844 | ) |
G. Change in Investment Strategy
Effective April 1, 2014 the Fund changed its management process and investment team. Portfolio management intends to select approximately forty stocks with the lowest positive Cash Return on Capital Invested (CROCI) Economic Price Earnings Ratio from the S&P 500 universe, while seeking an above average dividend yield. The CROCI Economic Price Earnings Ratio is a proprietary measure of company valuation using the same relationships between valuation and return as an accounting P/E ratio (i.e. price/book value divided by return on equity). For a full description of the Fund's investment strategy, please see the Fund's current prospectus dated April 1, 2014.
H. Fund Name Change
Effective August 11, 2014, the "DWS Funds" will be rebranded "Deutsche Funds." As a result, DWS Equity Dividend Fund will be renamed Deutsche Equity Dividend Fund.
Information About Your Fund's Expenses
As an investor of the Fund, you incur two types of costs: ongoing expenses and transaction costs. Ongoing expenses include management fees, distribution and service (12b-1) fees and other Fund expenses. Examples of transaction costs include sales charges (loads) and account maintenance fees, which are not shown in this section. The following tables are intended to help you understand your ongoing expenses (in dollars) of investing in the Fund and to help you compare these expenses with the ongoing expenses of investing in other mutual funds. In the most recent six-month period, the Fund limited these expenses; had it not done so, expenses would have been higher. The example in the table is based on an investment of $1,000 invested at the beginning of the six-month period and held for the entire period (December 1, 2013 to May 31, 2014).
The tables illustrate your Fund's expenses in two ways:
—Actual Fund Return. This helps you estimate the actual dollar amount of ongoing expenses (but not transaction costs) paid on a $1,000 investment in the Fund using the Fund's actual return during the period. To estimate the expenses you paid over the period, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the "Expenses Paid per $1,000" line under the share class you hold.
—Hypothetical 5% Fund Return. This helps you to compare your Fund's ongoing expenses (but not transaction costs) with those of other mutual funds using the Fund's actual expense ratio and a hypothetical rate of return of 5% per year before expenses. Examples using a 5% hypothetical fund return may be found in the shareholder reports of other mutual funds. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period.
Please note that the expenses shown in these tables are meant to highlight your ongoing expenses only and do not reflect any transaction costs. The "Expenses Paid per $1,000" line of the tables is useful in comparing ongoing expenses only and will not help you determine the relative total expense of owning different funds. Subject to certain exceptions, an account maintenance fee of $20.00 assessed once per calendar year for Classes A, B, C and S shares may apply for accounts with balances less than $10,000. This fee is not included in these tables. If it was, the estimate of expenses paid for Classes A, B, C and S shares during the period would be higher, and account value during the period would be lower, by this amount.
Expenses and Value of a $1,000 Investment for the six months ended May 31, 2014 (Unaudited) | |
| Actual Fund Return | | Class A | | | Class B | | | Class C | | | Class R | | | Class S | | | Institutional Class | |
| Beginning Account Value 12/1/13 | | $ | 1,000.00 | | | $ | 1,000.00 | | | $ | 1,000.00 | | | $ | 1,000.00 | | | $ | 1,000.00 | | | $ | 1,000.00 | |
| Ending Account Value 5/31/14 | | $ | 1,071.20 | | | $ | 1,067.00 | | | $ | 1,067.10 | | | $ | 1,069.80 | | | $ | 1,072.40 | | | $ | 1,072.40 | |
| Expenses Paid per $1,000* | | $ | 5.63 | | | $ | 9.48 | | | $ | 9.48 | | | $ | 6.91 | | | $ | 4.34 | | | $ | 4.34 | |
| Hypothetical 5% Fund Return | | Class A | | | Class B | | | Class C | | | Class S | | | Class R | | | Institutional Class | |
| Beginning Account Value 12/1/13 | | $ | 1,000.00 | | | $ | 1,000.00 | | | $ | 1,000.00 | | | $ | 1,000.00 | | | $ | 1,000.00 | | | $ | 1,000.00 | |
| Ending Account Value 5/31/14 | | $ | 1,019.50 | | | $ | 1,015.76 | | | $ | 1,015.76 | | | $ | 1,018.25 | | | $ | 1,020.74 | | | $ | 1,020.74 | |
| Expenses Paid per $1,000* | | $ | 5.49 | | | $ | 9.25 | | | $ | 9.25 | | | $ | 6.74 | | | $ | 4.23 | | | $ | 4.23 | |
* Expenses are equal to the Fund's annualized expense ratio for each share class, multiplied by the average account value over the period, multiplied by 182 (the number of days in the most recent six-month period), then divided by 365.
| Annualized Expense Ratios | Class A | Class B | Class C | Class R | Class S | Institutional Class |
| DWS Equity Dividend Fund | 1.09% | 1.84% | 1.84% | 1.34% | .84% | .84% |
For more information, please refer to the Fund's prospectus.
For an analysis of the fees associated with an investment in the Fund or similar funds, please refer to http://apps.finra.org/fundanalyzer/1/fa.aspx.
Advisory Agreement Board Considerations and Fee Evaluation
The Board of Directors approved the renewal of DWS Equity Dividend Fund's investment management agreement (the "Agreement") with Deutsche Investment Management Americas Inc. ("DIMA") in September 2013.
In terms of the process that the Board followed prior to approving the Agreement, shareholders should know that:
— In September 2013, all but one of the Fund's Directors were independent of DIMA and its affiliates.
— The Directors met frequently during the past year to discuss fund matters and dedicated a substantial amount of time to contract review matters. Over the course of several months, the Board's Contract Committee, in coordination with the Board's Equity Oversight Committee, reviewed comprehensive materials received from DIMA, independent third parties and independent counsel. These materials included an analysis of the Fund's performance, fees and expenses, and profitability compiled by a fee consultant retained by the Fund's Independent Directors (the "Fee Consultant"). The Board also received extensive information throughout the year regarding performance of the Fund.
— The Independent Directors regularly meet privately with their independent counsel to discuss contract review and other matters. In addition, the Independent Directors were also advised by the Fee Consultant in the course of their review of the Fund's contractual arrangements and considered a comprehensive report prepared by the Fee Consultant in connection with their deliberations.
— In connection with reviewing the Agreement, the Board also reviewed the terms of the Fund's Rule 12b-1 plan, distribution agreement, transfer agency agreement and other material service agreements.
— Based on its evaluation of the information provided, the Contract Committee presented its findings and recommendations to the Board. The Board then reviewed the Contract Committee's findings and recommendations.
In connection with the contract review process, the Contract Committee and the Board considered the factors discussed below, among others. The Board also considered that DIMA and its predecessors have managed the Fund since its inception, and the Board believes that a long-term relationship with a capable, conscientious advisor is in the best interests of the Fund. The Board considered, generally, that shareholders chose to invest or remain invested in the Fund knowing that DIMA managed the Fund. DIMA is part of Deutsche Bank AG, a major global banking institution that is engaged in a wide range of financial services. The Board believes that there are advantages to being part of a global asset management business that offers a wide range of investing expertise and resources, including hundreds of portfolio managers and analysts with research capabilities in many countries throughout the world.
As part of the contract review process, the Board carefully considered the fees and expenses of each DWS fund overseen by the Board in light of the fund's performance. In many cases, this led to a negotiation with DIMA of lower expense caps as part of the 2012 and 2013 contract review processes than had previously been in place. As part of these negotiations, the Board indicated that it would consider relaxing these new lower caps in future years following sustained improvements in performance, among other considerations.
In June 2012, Deutsche Bank AG ("DB"), DIMA's parent company, announced that DB would combine its Asset Management (of which DIMA was a part) and Wealth Management divisions. DB has advised the Independent Directors that the U.S. asset management business is a critical and integral part of DB, and that it has, and will continue to, reinvest a significant portion of the substantial savings it expects to realize by combining its Asset Management and Wealth Management divisions into the new Asset and Wealth Management ("AWM") division, including ongoing enhancements to its investment capabilities. DB also has confirmed its commitment to maintaining strong legal and compliance groups within the AWM division.
While shareholders may focus primarily on fund performance and fees, the Fund's Board considers these and many other factors, including the quality and integrity of DIMA's personnel and such other issues as back-office operations, fund valuations, and compliance policies and procedures.
Nature, Quality and Extent of Services. The Board considered the terms of the Agreement, including the scope of advisory services provided under the Agreement. The Board noted that, under the Agreement, DIMA provides both portfolio management and administrative services to the Fund. The Board considered the experience and skills of senior management and investment personnel, the resources made available to such personnel, the ability of DIMA to attract and retain high-quality personnel, and the organizational depth and stability of DIMA. The Board reviewed the Fund's performance over short-term and long-term periods and compared those returns to various agreed-upon performance measures, including market indices and a peer universe compiled by the Fee Consultant using information supplied by Morningstar Direct ("Morningstar"), an independent fund data service. The Board also noted that it has put into place a process of identifying "Focus Funds" (e.g., funds performing poorly relative to their benchmark or a peer universe compiled by an independent fund data service), and receives more frequent reporting and information from DIMA regarding such funds, along with DIMA's remedial plans to address underperformance. The Board believes this process is an effective manner of identifying and addressing underperforming funds. Based on the information provided, the Board noted that for the one-, three- and five-year periods ended December 31, 2012, the Fund's performance (Class A shares) was in the 4th quartile of the applicable Morningstar universe (the 1st quartile being the best performers and the 4th quartile being the worst performers). The Board also observed that the Fund has underperformed its benchmark in the one-, three- and five-year periods ended December 31, 2012. The Board noted the disappointing investment performance of the Fund in recent periods and continued to discuss with senior management of DIMA the factors contributing to such underperformance and actions being taken to improve performance. The Board recognized that DIMA has made changes to its investment personnel and processes in recent years in an effort to enhance its investment platform and improve long-term performance across the DWS fund complex.
Fees and Expenses. The Board considered the Fund's investment management fee schedule, operating expenses and total expense ratios, and comparative information provided by Lipper Inc. ("Lipper") and the Fee Consultant regarding investment management fee rates paid to other investment advisors by similar funds (1st quartile being the most favorable and 4th quartile being the least favorable). With respect to management fees paid to other investment advisors by similar funds, the Board noted that the contractual fee rates paid by the Fund were higher than the median (3rd quartile) of the applicable Lipper peer group (based on Lipper data provided as of December 31, 2012). The Board noted that the Fund's Class A shares total (net) operating expenses (excluding 12b-1 fees) were expected to be lower than the median (2nd quartile) of the applicable Lipper expense universe (based on Lipper data provided as of December 31, 2012, and analyzing Lipper expense universe Class A (net) expenses less any applicable 12b-1 fees) ("Lipper Universe Expenses"). The Board also reviewed data comparing each share class's total (net) operating expenses to the applicable Lipper Universe Expenses. The Board considered the Fund's management fee rate as compared to fees charged by DIMA to comparable funds and considered differences between the Fund and the comparable funds. The Board also considered how the Fund's total (net) operating expenses compared to the total (net) operating expenses of a more customized peer group selected by Lipper (based on such factors as asset size). The Board also noted that the expense limitations agreed to by DIMA helped to ensure that the Fund's total (net) operating expenses would remain competitive.
The information considered by the Board as part of its review of management fees included information regarding fees charged by DIMA and its affiliates to similar institutional accounts and to similar funds offered primarily to European investors ("DWS Europe funds"), in each case as applicable. The Board observed that advisory fee rates for institutional accounts generally were lower than the management fees charged by similarly managed DWS U.S. mutual funds ("DWS Funds"), but also took note of the differences in services provided to DWS Funds as compared to institutional accounts. In the case of DWS Europe funds, the Board observed that fee rates for DWS Europe funds generally were higher than for similarly managed DWS Funds, but noted that differences in the types of services provided to DWS Funds relative to DWS Europe funds made it difficult to compare such fees.
On the basis of the information provided, the Board concluded that management fees were reasonable and appropriate in light of the nature, quality and extent of services provided by DIMA.
Profitability. The Board reviewed detailed information regarding revenues received by DIMA under the Agreement. The Board considered the estimated costs and pre-tax profits realized by DIMA from advising the DWS Funds, as well as estimates of the pre-tax profits attributable to managing the Fund in particular. The Board also received information regarding the estimated enterprise-wide profitability of DWS and its affiliates with respect to all fund services in totality and by fund. The Board and the Fee Consultant reviewed DIMA's methodology in allocating its costs to the management of the Fund. Based on the information provided, the Board concluded that the pre-tax profits realized by DIMA in connection with the management of the Fund were not unreasonable. The Board also reviewed information regarding the profitability of certain similar investment management firms. The Board noted that while information regarding the profitability of such firms is limited (and in some cases is not necessarily prepared on a comparable basis), DIMA and its affiliates' overall profitability with respect to the DWS fund complex (after taking into account distribution and other services provided to the funds by DIMA and its affiliates) was lower than the overall profitability levels of many comparable firms for which such data was available.
Economies of Scale. The Board considered whether there are economies of scale with respect to the management of the Fund and whether the Fund benefits from any economies of scale. The Board noted that the Fund's management fee schedule includes fee breakpoints. The Board concluded that the Fund's fee schedule represents an appropriate sharing between the Fund and DIMA of such economies of scale as may exist in the management of the Fund at current asset levels.
Other Benefits to DIMA and Its Affiliates. The Board also considered the character and amount of other incidental benefits received by DIMA and its affiliates, including any fees received by an affiliate of DIMA for distribution services. The Board also considered benefits to DIMA related to brokerage and soft-dollar allocations, including allocating brokerage to pay for research generated by parties other than the executing broker dealers, which pertain primarily to funds investing in equity securities, along with the incidental public relations benefits to DIMA related to DWS Funds advertising and cross-selling opportunities among DIMA products and services. The Board concluded that management fees were reasonable in light of these fallout benefits.
Compliance. The Board considered the significant attention and resources dedicated by DIMA to documenting and enhancing its compliance processes in recent years. The Board noted in particular (i) the experience and seniority of both DIMA's chief compliance officer and the Fund's chief compliance officer; (ii) the large number of DIMA compliance personnel; and (iii) the substantial commitment of resources by DIMA and its affiliates to compliance matters.
Based on all of the information considered and the conclusions reached, the Board unanimously determined that the continuation of the Agreement is in the best interests of the Fund. In making this determination, the Board did not give particular weight to any single factor identified above. The Board considered these factors over the course of numerous meetings, certain of which were in executive session with only the Independent Directors and their independent counsel present. It is possible that individual Directors may have weighed these factors differently in reaching their individual decisions to approve the continuation of the Agreement.
Account Management Resources | |
| For More Information | | The automated telephone system allows you to access personalized account information and obtain information on other DWS funds using either your voice or your telephone keypad. Certain account types within Classes A, B, C and S also have the ability to purchase, exchange or redeem shares using this system. For more information, contact your financial advisor. You may also access our automated telephone system or speak with a Shareholder Service representative by calling: (800) 728-3337 |
| Web Site | | dws-investments.com View your account transactions and balances, trade shares, monitor your asset allocation, subscribe to fund and account updates by e-mail, and change your address, 24 hours a day. Obtain prospectuses and applications, blank forms, interactive worksheets, news about DWS funds, retirement planning information, and more. |
| Written Correspondence | | Deutsche Asset & Wealth Management PO Box 219151 Kansas City, MO 64121-9151 |
| Proxy Voting | | The fund's policies and procedures for voting proxies for portfolio securities and information about how the fund voted proxies related to its portfolio securities during the 12-month period ended June 30 are available on our Web site — dws-investments.com (click on "proxy voting"at the bottom of the page) — or on the SEC's Web site — sec.gov. To obtain a written copy of the fund's policies and procedures without charge, upon request, call us toll free at (800) 728-3337. |
| Portfolio Holdings | | Following the fund's fiscal first and third quarter-end, a complete portfolio holdings listing is filed with the SEC on Form N-Q. This form will be available on the SEC's Web site at sec.gov, and it also may be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. Information on the operation of the SEC's Public Reference Room may be obtained by calling (800) SEC-0330. The fund's portfolio holdings are also posted on dws-investments.com from time to time. Please see the fund's current prospectus for more information. |
| Principal Underwriter | | If you have questions, comments or complaints, contact: DWS Investments Distributors, Inc. 222 South Riverside Plaza Chicago, IL 60606-5808 (800) 621-1148 |
| Investment Management | | Deutsche Investment Management Americas Inc. ("DIMA" or the "Advisor"), which is part of Deutsche Asset & Wealth Management, is the investment advisor for the fund. DIMA and it predecessors have more than 80 years of experience managing mutual funds and DIMA provides a full range of investment advisory services to both institutional and retail clients. DIMA is an indirect, wholly owned subsidiary of Deutsche Bank AG. Deutsche Bank AG is a major global banking institution engaged in a wide variety of financial services, including investment management, retail, private and commercial banking, investment banking and insurance. Deutsche Asset & Wealth Management is the retail brand name in the U.S. for the wealth management and asset management activities of Deutsche Bank AG and DIMA. Deutsche Asset & Wealth Management is committed to delivering the investing expertise, insight and resources of this global investment platform to American investors. |
| | | Class A | Class B | Class C | Class S | Institutional Class |
| Nasdaq Symbol | | KDHAX | KDHBX | KDHCX | KDHSX | KDHIX |
| CUSIP Number | | 23338F-804 | 23338F-887 | 23338F-879 | 23338F-846 | 23338F-838 |
| Fund Number | | 087 | 287 | 387 | 2387 | 539 |
| For shareholders of Class R |
| Automated Information Line | | DWS Investments Flex Plan Access (800) 728-3337 24-hour access to your retirement plan account. |
| Web Site | | dws-investments.com Click "Retirement Plans" to reallocate assets, process transactions, review your funds, and subscribe to fund updates by e-mail through our secure online account access. Obtain prospectuses and applications, blank forms, interactive worksheets, news about DWS funds, retirement planning information, and more. |
| For More Information | | (800) 728-3337 To speak with a service representative. |
| Written Correspondence | | DWS Investments Service Company 222 South Riverside Plaza Chicago, IL 60606-5806 |
| Nasdaq Symbol | | KDHRX |
| CUSIP Number | | 23338F-861 |
| Fund Number | | 1506 |
| FACTS | | What Does Deutsche Asset & Wealth Management Do With Your Personal Information? |
| Why? | | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share and protect your personal information. Please read this notice carefully to understand what we do. |
| What? | | The types of personal information we collect and share can include: — Social Security number — Account balances — Purchase and transaction history — Bank account information — Contact information such as mailing address, e-mail address and telephone number |
| How? | | All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information, the reasons Deutsche Asset & Wealth Management chooses to share and whether you can limit this sharing. |
| Reasons we can share your personal information | | Does Deutsche Asset & Wealth Management share? | Can you limit this sharing? |
For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders or legal investigations | | Yes | No |
For our marketing purposes — to offer our products and services to you | | Yes | No |
| For joint marketing with other financial companies | | No | We do not share |
For our affiliates' everyday business purposes — information about your transactions and experiences | | No | We do not share |
For our affiliates' everyday business purposes — information about your creditworthiness | | No | We do not share |
| For non-affiliates to market to you | | No | We do not share |
| Questions? | | Call (800) 728-3337 or e-mail us at service@dws.com | |
| | | | | |
| Who we are |
| Who is providing this notice? | | DWS Investments Distributors, Inc.; Deutsche Investment Management Americas Inc.; DeAM Investor Services, Inc.; DWS Trust Company; the DWS Funds |
| What we do |
| How does Deutsche Asset & Wealth Management protect my personal information? | | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. |
| How does Deutsche Asset & Wealth Management collect my personal information? | | We collect your personal information, for example. When you: — open an account — give us your contact information — provide bank account information for ACH or wire transactions — tell us where to send money — seek advice about your investments |
| Why can't I limit all sharing? | | Federal law gives you the right to limit only — sharing for affiliates' everyday business purposes — information about your creditworthiness — affiliates from using your information to market to you — sharing for non-affiliates to market to you State laws and individual companies may give you additional rights to limit sharing. |
| Definitions |
| Affiliates | | Companies related by common ownership or control. They can be financial or non-financial companies. Our affiliates include financial companies with the DWS or Deutsche Bank ("DB") name, such as DB AG Frankfurt and DB Alex Brown. |
| Non-affiliates | | Companies not related by common ownership or control. They can be financial and non-financial companies. Non-affiliates we share with include account service providers, service quality monitoring services, mailing service providers and verification services to help in the fight against money laundering and fraud. |
| Joint marketing | | A formal agreement between non-affiliated financial companies that together market financial products or services to you. Deutsche Asset & Wealth Management does not jointly market. |
| | | | Rev. 09/2013 |
Notes
Notes
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
