As Filed with the Securities and Exchange Commission on September 12, 2008
Securities Act File No. 333-152889
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT
UNDER
| | | | |
| | THE SECURITIES ACT OF 1933 | | x |
| | Pre-Effective Amendment No. 1 | | x |
| | Post-Effective Amendment No. | | ¨ |
DWS VALUE SERIES, INC.
(Exact Name of Registrant as Specified in Charter)
345 Park Avenue
New York, NY 10154
(Address of Principal Executive Offices) (Zip Code)
617-295-1000
(Registrant’s Area Code and Telephone Number)
John Millette, Secretary
One Beacon Street
Boston, Massachusetts 02108
(Name and Address of Agent for Service)
With copies to:
| | |
David A. Sturms, Esq. Vedder Price P.C. 222 North LaSalle Street Chicago, Illinois 60601 | | Burton Leibert, Esq. Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, New York 10019 |
Approximate date of proposed public offering: As soon as practicable after the effective date of this Registration Statement.
TITLE OF SECURITIES BEING REGISTERED: Shares of Beneficial Interest (par value $0.01 per share) of the Registrant.
No filing fee is required because an indefinite number of shares have previously been registered pursuant to Rule 24f-2 under the Investment Company Act of 1940.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
Questions & Answers
DWS Equity Partners Fund, Inc.
Q&A
Q What is happening?
A Deutsche Asset Management (or “DeAM”, as defined on page 3 in the enclosed Prospectus/Proxy Statement) is proposing to merge DWS Equity Partners Fund into DWS Large Cap Value Fund.
You are being asked to vote on the proposal to merge DWS Equity Partners Fund into DWS Large Cap Value Fund.
After carefully reviewing the proposal, your fund’s Board has determined that this action is in the best interests of the fund. The Board unanimously recommends that you vote for this proposal.
Q Why has this proposal been made for my fund?
A DeAM believes the proposed merger is in the best interest of the Fund for several reasons. DeAM believes that the merger will result in lower management fees, lower operational expenses through economies of scale and a combined fund with a better performance record than DWS Equity Partners Fund currently has, which may subsequently lead to additional sales and additional economies of scale. In addition, the proposed merger is consistent with ongoing efforts by DeAM to consolidate overlapping fund products. The investment strategy that DWS Equity Partners Fund currently employs is similar to the current investment strategy of DWS Large Cap Value Fund. Due to this similarity, DeAM does not anticipate the need for DWS Equity Partners Fund to engage in any significant rebalancing of its investment portfolio in anticipation
Q&A continued
of the proposed merger. Accordingly, DeAM proposed the merger of DWS Equity Partners Fund into DWS Large Cap Value Fund.
Q Will I have to pay taxes as a result of the merger?
A The merger is expected to be a tax-free reorganization for federal income tax purposes and will not take place unless special tax counsel provides an opinion to that effect. If you choose to redeem or exchange your shares before or after the merger, the redemption or exchange likely will generate taxable gain or loss; therefore, you may wish to consult a tax advisor before doing so. Of course, you may also be subject to taxation as a result of the normal operations of your fund whether or not the merger occurs.
Q Upon merger, will I own the same number of shares?
A The aggregate value of your shares will not change as a result of the merger. However, the number of shares you own will change as a result of the merger because your shares will be exchanged at the net asset value per share of DWS Large Cap Value Fund, which will probably be different from the net asset value per share of DWS Equity Partners Fund.
Q When would the merger take place?
A If approved, the merger would occur on or about November 17, 2008, or as soon as reasonably practicable after shareholder approval is obtained. Shortly after completion of the merger, shareholders whose accounts are affected by the merger will receive a confirmation statement reflecting their new account number and the number of shares owned.
Q How can I vote?
A You can vote in any one of four ways:
| n | | Through the Internet, by going to the website listed on your proxy card; |
| n | | By telephone, with a toll-free call to the number listed on your proxy card; |
Q&A continued
| n | | By mail, by sending the enclosed proxy card, signed and dated, to us in the enclosed envelope; or |
| n | | In person, by attending the special meeting. |
We encourage you to vote over the Internet or by telephone, following the instructions that appear on your proxy card. Whichever method you choose, please take the time to read the full text of the Prospectus/Proxy Statement before you vote.
Q Will I be able to continue to track my fund’s performance in the newspaper, on the Internet or through the voice response system?
A Yes. You will be able to track your fund’s performance through all these means.
Q Whom should I call for additional information about this Prospectus/Proxy Statement?
A Please call Computershare Fund Services, Inc., your fund’s proxy solicitor, at 1-866-612-1828.
DWS EQUITY PARTNERS FUND, INC.
A Message from the President
, 2008
Dear Shareholder:
I am writing to ask for your vote on an important matter that affects your investment in DWS Equity Partners Fund, Inc. (“Equity Partners Fund”). While you are, of course, welcome to join us at the Equity Partners Fund shareholders’ meeting, most shareholders cast their vote by filling out and signing the enclosed proxy card, or by voting by telephone or through the Internet.
We are asking for your vote on the following matter:
| | |
| Proposal: | | Approving an Agreement and Plan of Reorganization and the transactions it contemplates, including the transfer of all of the assets of Equity Partners Fund to DWS Large Cap Value Fund (“Large Cap Fund”), in exchange for shares of Large Cap Fund and the assumption by Large Cap Fund of all the liabilities of Equity Partners Fund, and the distribution of such shares, on a tax-free basis for federal income tax purposes, to the shareholders of Equity Partners Fund in complete liquidation and termination of Equity Partners Fund. |
Deutsche Asset Management (or “DeAM” as defined on page 3 of the enclosed Prospectus/Proxy Statement) has proposed the merger of Equity Partners Fund into Large Cap Fund because it believes that the merger will benefit shareholders of Equity Partners Fund by providing a tax-free method to transition into a Fund that has similar investment objectives and a more favorable performance track record. DeAM also believes that shareholders of Equity Partners Fund will benefit from a larger pool of assets in the combined fund which should result in improved economies of scale and estimated expense ratios that are expected to be lower than the current expense ratios of Equity Partners Fund. The Board of Directors of Equity Partners Fund has approved the proposed merger.
In determining to approve the merger, the Board conducted a thorough review of the potential implications of the merger, and concluded that Equity Partners Fund’s participation in the proposed merger would be in the best interests of Equity Partners Fund and would not dilute the interests of its existing shareholders. A discussion of the factors the Board considered is included in the attached Prospectus/Proxy Statement. If the merger is approved, the Board expects that the proposed changes will take effect during the fourth calendar quarter of 2008.
Included in this booklet is information about the upcoming shareholders’ meeting:
| | • | | A Notice of a Special Meeting of Shareholders, which summarizes the issue for which you are being asked to provide voting instructions; and |
| | • | | A Prospectus/Proxy Statement, which provides detailed information on Large Cap Fund, the specific proposal being considered at the shareholders’ meeting, and why the proposal is being made. |
Although we would like very much to have each shareholder attend the meeting, we realize this may not be possible. Whether or not you plan to be present, we need your vote. We urge you to review the enclosed materials thoroughly. Once you’ve determined how you would like your interests to be represented, please promptly complete, sign, date and return the enclosed proxy card, vote by telephone or record your voting instructions on the Internet. A postage-paid envelope is enclosed for mailing, and telephone and Internet voting instructions are listed at the top of your proxy card. You may receive more than one proxy card. If so, please vote each one.
I’m sure that you, like most people, lead a busy life and are tempted to put this proxy aside for another day. Please don’t. Your prompt return of the enclosed proxy card (or your voting by telephone or through the Internet) may save the necessity and expense of further solicitations.
Your vote is important to us. We appreciate the time and consideration I am sure you will give to this important matter. If you have questions about the proposal, please call Computershare Fund Services, Inc., Equity Partners Fund’s proxy solicitor, at 1-866-612-1828 or contact your financial advisor. Thank you for your continued support of DWS Investments.
Sincerely yours,
Michael Clark
President
DWS Equity Partners Fund, Inc.
DWS EQUITY PARTNERS FUND, INC.
NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS
This is the formal agenda for your Fund’s shareholder meeting. It tells you what matter will be voted on and the time and place of the meeting, in the event you choose to attend in person.
To the Shareholders of DWS Equity Partners Fund, Inc. (“Equity Partners Fund”):
A Special Meeting of Shareholders of Equity Partners Fund will be held October 21, 2008 at 3:00 p.m. Eastern time, at the offices of Deutsche Investment Management Americas Inc., 345 Park Avenue, 27th Floor, New York, New York 10154 (the “Meeting”), to consider the following (the “Proposal”):
| | |
| Proposal: | | Approving an Agreement and Plan of Reorganization and the transactions it contemplates, including the transfer of all of the assets of Equity Partners Fund to DWS Large Cap Value Fund (“Large Cap Fund”), in exchange for shares of Large Cap Fund and the assumption by Large Cap Fund of all the liabilities of Equity Partners Fund, and the distribution of such shares, on a tax-free basis for federal income tax purposes, to the shareholders of Equity Partners Fund in complete liquidation and termination of Equity Partners Fund. |
The persons named as proxies will vote in their discretion on any other business that may properly come before the Meeting or any adjournments or postponements thereof.
Holders of record of shares of Equity Partners Fund at the close of business on August 26, 2008 are entitled to vote at the Meeting and at any adjournments or postponements thereof.
The chairman of the Meeting may adjourn the Meeting to a designated time, not more than 120 days after the record date, without notice with respect to the proposal to be considered, whether or not a quorum is present with respect to the proposal. Upon motion of the chairman of the Meeting, the question of adjournment may be submitted to a vote of the shareholders and any adjournment must be approved by the vote of the holders of a majority of the shares present and entitled to vote with respect to the proposal without further notice. The Board may postpone the Meeting of shareholders prior to the Meeting with notice to the shareholders entitled to vote at, or receive notice of, the Meeting.
By order of the Board of Directors
John Millette
Secretary
, 2008
WE URGE YOU TO MARK, SIGN, DATE AND MAIL THE ENCLOSED PROXY IN THE POSTAGE-PAID ENVELOPE PROVIDED OR RECORD YOUR VOTING INSTRUCTIONS BY TELEPHONE OR THROUGH THE INTERNET SO THAT YOU WILL BE REPRESENTED AT THE MEETING.
IF YOU SIMPLY SIGN THE PROXY CARD, IT WILL BE VOTED IN ACCORDANCE WITH THE BOARD’S RECOMMENDATION ON THE PROPOSAL. YOUR PROMPT RETURN OF THE ENCLOSED PROXY CARD (OR YOUR VOTING BY TELEPHONE OR VIA THE INTERNET) MAY SAVE THE NECESSITY AND EXPENSE OF FURTHER SOLICITATIONS.
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of assistance to you and avoid the time and expense involved in validating your vote if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in the registration on the proxy card.
2. Joint Accounts: Either party may sign, but the name of the party signing should conform exactly to the name shown in the registration on the proxy card.
3. All Other Accounts: The capacity of the individual signing the proxy card should be indicated unless it is reflected in the form of registration. For example:
| | |
Registration | | Valid Signature |
Corporate Accounts: | | |
(1) ABC Corp. | | ABC Corp.
John Doe, Treasurer |
(2) ABC Corp. | | John Doe, Treasurer |
(3) ABC Corp. c/o John Doe, Treasurer | | John Doe |
(4) ABC Corp. Profit Sharing Plan | | John Doe, Trustee |
| |
Partnership Accounts | | |
(1) The XYZ Partnership | | Jane B. Smith, Partner |
(2) Smith and Jones, Limited Partnership | | Jane B. Smith, General Partner |
| |
Trust Accounts | | |
(1) ABC Trust Account | | Jane B. Doe, Trustee |
(2) Jane B. Doe, Trustee u/t/d 12/28/78 | | Jane B. Doe |
| |
Custodial or Estate Accounts | | |
(1) John B. Smith, Cust. f/b/o John B. Smith Jr. UGMA/UTMA | | John B. Smith |
(2) Estate of John B. Smith | | John B. Smith, Jr., Executor |
IMPORTANT INFORMATION
FOR SHAREHOLDERS OF
DWS EQUITY PARTNERS FUND, INC.
This document contains a Prospectus/Proxy Statement and a proxy card. A proxy card is, in essence, a ballot. When you vote your proxy, it tells us how to vote on your behalf on an important issue relating to your Fund. If you complete and sign the proxy (or tell us how you want to vote by voting by telephone or through the Internet), we’ll vote it exactly as you tell us. If you simply sign the proxy, we’ll vote it in accordance with the Board’s recommendation on page .
We urge you to review the Prospectus/Proxy Statement carefully, and either fill out your proxy card and return it to us by mail, vote by telephone or record your voting instructions through the Internet. Your prompt return of the enclosed proxy card (or your voting by telephone or through the Internet) may save the necessity and expense of further solicitations.
We want to know how you would like to vote and welcome your comments. Please take a few minutes to read these materials and return your proxy to us. If you have any questions, please call Computershare Fund Services, Inc., DWS Equity Partners Fund’s proxy solicitor, at the special toll-free number we have set up for you 1-866-612-1828 or contact your financial advisor.
PROSPECTUS/PROXY STATEMENT
, 2008
| | |
Acquisition of the assets of: | | By and in exchange for shares of: |
| |
DWS Equity Partners Fund, Inc. 345 Park Avenue New York, NY 10154 800-621-1048 (Class A, B and C Shares) 800-730-1313 (Institutional Class Shares) | | DWS Large Cap Value Fund, a series of DWS Value Series, Inc. 345 Park Avenue New York, NY 10154 800-621-1048 (Class A, B and C Shares) 800-730-1313 (Institutional Class Shares) |
This Prospectus/Proxy Statement is being furnished in connection with the proposed merger of DWS Equity Partners Fund, Inc. (“Equity Partners Fund”) into DWS Large Cap Value Fund (“Large Cap Fund”). Equity Partners Fund and Large Cap Fund are referred to herein collectively as the “Funds,” and each is referred to herein individually as a “Fund.” As a result of the proposed merger, each shareholder of Equity Partners Fund will receive a number of full and fractional shares of the corresponding class of Large Cap Fund equal in aggregate value as of the Valuation Time (as defined below on page ) to the aggregate value of such shareholder’s Equity Partners Fund shares.
This Prospectus/Proxy Statement is being mailed on or about , 2008. It explains concisely what you should know before voting on the matter described herein or investing in Large Cap Fund, a diversified series of an open-end management investment company. Please read it carefully and keep it for future reference.
The securities offered by this Prospectus/Proxy Statement have not been approved or disapproved by the Securities and Exchange Commission (the “SEC”), nor has the SEC passed upon the accuracy or adequacy of this Prospectus/Proxy Statement. Any representation to the contrary is a criminal offense.
The following documents have been filed with the SEC and are incorporated into this Prospectus/Proxy Statement by reference:
(i) the prospectus of Large Cap Fund dated March 1, 2008, as supplemented from time to time, for Class A, B and C shares, a copy of which, if applicable, is included with this Prospectus/Proxy Statement;
(ii) the prospectus of Large Cap Fund dated March 1, 2008, as supplemented from time to time, for Institutional Class shares, a copy of which, if applicable, is included with this Prospectus/Proxy Statement;
(iii) the prospectus of Equity Partners Fund dated October 1, 2007, as supplemented from time to time, for Class A, B and C shares;
(iv) the prospectus of Equity Partners Fund dated October 1, 2007, as supplemented from time to time, for Institutional Class shares;
(v) the statement of additional information of Equity Partners Fund dated October 1, 2007, as supplemented from time to time, for Class A, B, C and Institutional Class shares;
1
(vi) the statement of additional information relating to the proposed merger, dated 2008 (the “Merger SAI”); and
(vii) the audited financial statements and related independent registered public accounting firm’s report for Equity Partners Fund contained in the Annual Report for the fiscal year ended May 31, 2008.
No other parts of Equity Partners Fund’s Annual Report are incorporated by reference herein.
The financial highlights for Large Cap Fund contained in the Semi-Annual Report to shareholders for the period ended May 31, 2008, are attached to this Prospectus/Proxy Statement as Exhibit B.
Shareholders may get free copies of the Funds’ Annual Reports, Semi-annual Reports, prospectuses, statements of additional information (the “SAIs”) and/or the Merger SAI, request other information about a Fund, or make shareholder inquiries, by contacting their financial advisor or by calling the corresponding Fund at 1-800-621-1048 (1-800-730-1313 for Institutional Class shares).
Like shares of Equity Partners Fund, shares of Large Cap Fund are not deposits or obligations of, or guaranteed or endorsed by, any financial institution, are not insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other agency, and involve risk, including the possible loss of the principal amount invested.
This document is designed to give you the information you need to vote on the proposal. Much of the information is required disclosure under rules of the SEC; some of it is technical. If there is anything you don’t understand, please contact Computershare Fund Services, Inc., Equity Partner Fund’s proxy solicitor, at 1-866-612-1828, or contact your financial advisor.
Each Fund is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith files reports and other information with the SEC. You may review and copy information about the Funds, including the SAIs, at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. You may call the SEC at 1-202-551-5850 for information about the operation of the public reference room. You may obtain copies of this information, with payment of a duplication fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the Public Reference Branch, Office of Consumer Affairs and Information Services, Securities and Exchange Commission, Washington, D.C. 20549. You may also access reports and other information about the Funds on the EDGAR database on the SEC’s Internet site at http://www.sec.gov.
2
I. SYNOPSIS
The responses to the questions that follow provide an overview of key points typically of concern to shareholders considering a proposed merger between mutual funds. These responses are qualified in their entirety by the remainder of this Prospectus/Proxy Statement, which you should read carefully because it contains additional information and further details regarding the proposed merger.
1. What is being proposed?
The Board of Equity Partners Fund is recommending that shareholders approve the transactions contemplated by the Agreement and Plan of Reorganization (as described below in Part IV and the form of which is attached hereto as Exhibit A), which are referred to herein as a merger of Equity Partners Fund into Large Cap Fund. If approved by shareholders, all of the assets of Equity Partners Fund will be transferred to Large Cap Fund solely in exchange for the issuance and delivery to Equity Partners Fund of shares of Large Cap Fund (“Merger Shares”) with a value equal to the value of Equity Partners Fund’s assets net of liabilities and for the assumption by Large Cap Fund of all the liabilities of Equity Partners Fund. All Merger Shares delivered to Equity Partners Fund will be delivered at net asset value without a sales load, commission or other similar fee being imposed. Immediately following the transfer, the appropriate class of Merger Shares received by Equity Partners Fund will be distributed pro rata, on a tax-free basis for federal income tax purposes, to its shareholders of record.
2. What will happen to my shares of Equity Partners Fund as a result of the merger?
Your shares of Equity Partners Fund will, in effect, be exchanged on a federal income tax-free basis for shares of the same class of Large Cap Fund with an equal aggregate net asset value as of the Valuation Time (as defined below on page ).
3. Why has the Board of Equity Partners Fund recommended that shareholders approve the merger?
Deutsche Asset Management (“DeAM”) advised the Board of Equity Partners Fund that it believes the proposed merger is in the best interest of the Fund for several reasons. DeAM believes that the merger will result in lower management fees, lower operational expenses through economies of scale and a combined fund with a better performance record than Equity Partners Fund currently has, which may subsequently lead to additional sales and additional economies of scale. In addition, the proposed merger is consistent with ongoing efforts by DeAM to consolidate overlapping fund products. The investment strategy that Equity Partners Fund currently employs is similar to the current investment strategy of Large Cap Value Fund. Due to this similarity, DeAM does not anticipate the need for Equity Partners Fund to engage in any significant rebalancing of its investment portfolio in anticipation of the proposed merger. In determining to recommend that shareholders of Equity Partners Fund approve the merger, the Board considered, among others, the following factors:
��
| | • | | Similarities and differences between Equity Partner Fund’s and Large Cap Fund’s investment strategies. |
| | • | | The effective advisory fees paid by the combined fund will be lower at all asset levels as compared to the advisory fees paid by Equity Partners Fund. |
| | • | | The estimated total operating expense ratio of each class of the combined fund is expected to be lower than the current operating expense ratio of each corresponding class of Equity Partners Fund. |
3
The Board has concluded that: (1) the merger is in the best interests of Equity Partners Fund and (2) the interests of the existing shareholders of Equity Partners Fund will not be diluted as a result of the merger. Accordingly, the Board unanimously recommends that shareholders approve the Agreement (as defined on page ) effecting the merger. For a complete discussion of the Board’s considerations please see “Information About the Proposed Merger—Background and Board’s Considerations Relating to the Proposed Merger” below.
4. What are the investment goals, policies and restrictions of the Funds?
While not identical, the two Funds have similar investment objectives and techniques. Equity Partners Fund seeks long-term growth of capital and, secondarily, current income. Under normal circumstances, Equity Partners Fund invests at least 80% of assets in a diversified portfolio of common stocks. The Fund’s advisor tries to identify common stocks that it believes are undervalued in the marketplace based on such characteristics as earnings, dividends, cash flow or asset values. In evaluating a stock’s potential, it also considers other factors such as historical earnings growth, industry position, the strength of management and management’s commitment to the interests of their shareholders. While the Fund does not limit its investments to issuers in a particular capitalization range, the advisor currently focuses on securities of larger companies. It looks for attractive price-to-value relationships in undervalued stocks of strong companies with good management. The emphasis is on individual stock selection, fundamental research, and valuation flexibility, without rigid constraints. Although it is not a principal investment strategy for the Fund, Equity Partners Fund is permitted, but not required, to use various types of derivatives (contracts whose value is based on, for example, indices, currencies or securities). Derivatives may be used for hedging and for risk management or for non-hedging purposes to seek to enhance potential gains. In particular, the Fund may use futures and options. In addition, the Fund may lend its investment securities in an amount up to 33 1/3% of its total assets to approved institutional borrowers.
Large Cap Fund seeks long-term capital appreciation, with current income as a secondary objective. Under normal circumstances, Large Cap Fund invests at least 80% of net assets, plus the amount of any borrowings for investment purposes, in common stocks and other equity securities of large U.S. companies that are similar in size to the companies in the Russell 1000 Value Index (as of July 31, 2008, the Russell 1000 Value Index had a median market capitalization of $4.32 billion) and that the portfolio manager believes are undervalued. Although the Fund can invest in stocks of any economic sector, at times it may emphasize the financial services sector or other sectors, and may invest more than 25% of total assets in a single sector. The Fund may invest up to 20% of total assets in foreign securities. The Fund’s investments are mainly common stocks, but may also include other types of equities such as preferred or convertible stocks. Although it is not a principal investment strategy for the Fund, Large Cap Fund is permitted, but not required, to use various types of derivatives (contracts whose value is based on, for example, indices, currencies or securities). Derivatives may be used for hedging and for risk management or for non-hedging purposes to seek to enhance potential gains. In particular, the Fund may use futures, currency options and forward currency transactions. In addition, the Fund may lend its investment securities in an amount up to 33 1/3% of its total assets to approved institutional borrowers.
4
The following table sets forth a summary of the composition of each Fund’s investment portfolio as of May 31, 2008, and DeAM’s estimation of the portfolio composition of Large Cap Fund assuming consummation of the proposed merger.
Portfolio Composition
(as a % of Fund)
| | | | | | | | | |
| | | Equity Partners
Fund | | | Large Cap Fund | | | Large Cap Fund—Estimated
(assuming consummation
of merger)(1) | |
Consumer Discretionary | | 4.1 | % | | 4.1 | % | | 4.1 | % |
Consumer Staples | | 9.2 | % | | 9.0 | % | | 9.0 | % |
Energy | | 25.0 | % | | 28.4 | % | | 28.1 | % |
Financials | | 16.0 | % | | 14.4 | % | | 14.6 | % |
Health Care | | 7.8 | % | | 7.9 | % | | 7.9 | % |
Industrials | | 6.2 | % | | 6.2 | % | | 6.2 | % |
Information Technology | | 9.6 | % | | 2.9 | % | | 3.5 | % |
Materials | | 5.5 | % | | 5.8 | % | | 5.7 | % |
Telecommunication Services | | 4.4 | % | | 4.2 | % | | 4.2 | % |
Utilities | | 10.8 | % | | 12.2 | % | | 12.1 | % |
Cash Equivalents | | 1.4 | % | | 4.9 | % | | 4.6 | % |
| | | | | | | | | |
Total | | 100.0% | | | 100.0% | | | 100.0% | |
| | | | | | | | | |
| (1) | | Reflects DeAM’s estimation of the portfolio composition of Large Cap Fund subsequent to the merger. There can be no assurance as to actual portfolio composition of Large Cap Fund subsequent to the merger. |
5. How do the management fees and expense ratios of the two Funds compare, and what are they estimated to be following the merger?
The following tables summarize the fees and expenses you may pay when investing in the Funds, the expenses that each of the Funds incurred for the 12-month period ended May 31, 2008 and the pro forma estimated expense ratios of Large Cap Fund assuming consummation of the merger as of that date.
5
Shareholder Fees
(fees paid directly from your investment)
| | | | | | | | | | | | |
Fee Table | | Class A | | | Class B | | | Class C | | | Inst
Class | |
Maximum Sales Charge (Load) Imposed on Purchases
(as % of offering price) | | | | | | | | | | | | |
Equity Partners Fund | | 5.75 | %(1) | | None | | | None | | | None | |
Large Cap Fund | | 5.75 | %(1) | | None | | | None | | | None | |
Maximum Contingent Deferred Sales Charge (Load)
(as % of redemption proceeds)
| | | | | | | | | | | | |
Equity Partners Fund | | None | (2) | | 4.00 | % | | 1.00 | % | | None | |
Large Cap Fund | | None | (2) | | 4.00 | % | | 1.00 | % | | None | |
Redemption/Exchange Fee on shares owned less than 15 days
(as % of redemption proceeds)(3)
| | | | | | | | | | | | |
Equity Partners Fund | | 2.00 | % | | 2.00 | % | | 2.00 | % | | 2.00 | % |
Large Cap Fund | | 2.00 | % | | 2.00 | % | | 2.00 | % | | 2.00 | % |
| (1) | | Because of rounding in the calculation of the offering price, the actual maximum front-end sales charge paid by an investor may be higher than the percentage noted. |
| (2) | | The redemption of shares purchased at net asset value under the Large Order NAV Purchase Privilege may be subject to a contingent deferred sales charge of 1.00% if redeemed within 12 months of purchase and 0.50% if redeemed within the next six months following purchase. |
| (3) | | This fee is charged on all applicable redemptions or exchanges. |
As shown below, the merger is expected to result in a lower total expense ratio for shareholders of Equity Partners Fund. However, there can be no assurance that the merger will result in expense savings.
6
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
| | | | | | | | | | | | | | | | | |
| | | Management
Fees | | | Distribution/
Service
(12b-1) Fee | | | Other
Expenses | | | Total
Annual
Fund
Operating
Expenses | | | Less
Expense
Waiver/
Reimburse-
ments | | Net Annual
Fund
Operating
Expenses | |
Equity Partners Fund | | | | | | | | | | | | | | | | | |
Class A | | 0.71 | % | | 0.23 | % | | 0.31 | %(1) | | 1.25 | % | | — | | 1.25 | % |
Class B | | 0.71 | % | | 1.00 | % | | 0.47 | %(1) | | 2.18 | % | | — | | 2.18 | %(2) |
Class C | | 0.71 | % | | 1.00 | % | | 0.35 | %(1) | | 2.06 | % | | — | | 2.06 | % |
Institutional Class | | 0.71 | % | | None | | | 0.20 | %(1) | | 0.91 | % | | — | | 0.91 | % |
| | | | | | |
Large Cap Fund | | | | | | | | | | | | | | | | | |
Class A | | 0.42 | % | | 0.24 | % | | 0.38 | %(1) | | 1.04 | % | | — | | 1.04 | % |
Class B | | 0.42 | % | | 1.00 | % | | 0.46 | %(1) | | 1.88 | % | | — | | 1.88 | % |
Class C | | 0.42 | % | | 1.00 | % | | 0.38 | %(1) | | 1.80 | % | | — | | 1.80 | % |
Institutional Class | | 0.42 | % | | None | | | 0.17 | %(1) | | 0.59 | % | | — | | 0.59 | % |
| | | | | | |
Large Cap Fund (Pro forma combined)(3) | | | | | | | | | | | | | | | | | |
Class A | | 0.42 | % | | 0.24 | % | | 0.30 | %(1)(4) | | 0.96 | % | | — | | 0.96 | % |
Class B | | 0.42 | % | | 1.00 | % | | 0.41 | %(1)(4) | | 1.83 | % | | — | | 1.83 | % |
Class C | | 0.42 | % | | 1.00 | % | | 0.32 | %(1)(4) | | 1.74 | % | | — | | 1.74 | % |
Institutional Class | | 0.42 | % | | None | | | 0.15 | %(1)(4) | | 0.57 | % | | — | | 0.57 | % |
| (1) | | Includes 0.10% paid to Deutsche Investment Management Americas Inc. (“DIMA” or “Advisor”), the investment manager for the Funds, for administrative and accounting services pursuant to an Administrative Services Agreement. |
| (2) | | Through September 30, 2008, DIMA has contractually agreed to waive all or a portion of its management fee and reimburse or pay certain operating expenses of the Fund to the extent necessary to maintain the Fund’s total operating expenses at 2.10% for Class B shares, excluding certain expenses such as extraordinary expenses, taxes, brokerage and interest expenses. |
| (3) | | Pro forma expenses do not include the expenses expected to be borne by Equity Partners Fund in connection with the merger. See pages and for additional information on these fees. |
| (4) | | Other expenses are estimated, accounting for the effect of the merger. |
7
Examples
These examples translate the expenses shown in the preceding table into dollar amounts. By doing this, you can more easily compare the costs of investing in the Funds. The examples make certain assumptions. They assume that you invest $10,000 in a Fund for the time periods shown and reinvest all dividends and distributions. They also assume a 5% return on your investment each year and that a Fund’s operating expenses remain the same. The examples are hypothetical; your actual costs and returns may be higher or lower.
| | | | | | | | | | | | |
| | | 1 Year | | 3 Years | | 5 Years | | 10 Years |
Equity Partners Fund | | | | | | | | | | | | |
Assuming you sold your shares at the end of each period. | | | | | | | | | | | | |
Class A | | $ | 695 | | $ | 949 | | $ | 1,222 | | $ | 1,999 |
Class B(1) | | $ | 621 | | $ | 982 | | $ | 1,370 | | $ | 2,060 |
Class C | | $ | 309 | | $ | 646 | | $ | 1,108 | | $ | 2,390 |
Institutional Class | | $ | 93 | | $ | 290 | | $ | 504 | | $ | 1,120 |
Assuming you kept your shares. | | | | | | | | | | | | |
Class A | | $ | 695 | | $ | 949 | | $ | 1,222 | | $ | 1,999 |
Class B(1) | | $ | 221 | | $ | 682 | | $ | 1,170 | | $ | 2,060 |
Class C | | $ | 209 | | $ | 646 | | $ | 1,108 | | $ | 2,390 |
Institutional Class | | $ | 93 | | $ | 290 | | $ | 504 | | $ | 1,120 |
| | | | |
Large Cap Fund | | | | | | | | | | | | |
Assuming you sold your shares at the end of each period. | | | | | | | | | | | | |
Class A | | $ | 675 | | $ | 887 | | $ | 1,116 | | $ | 1,773 |
Class B(1) | | $ | 591 | | $ | 891 | | $ | 1,216 | | $ | 1,780 |
Class C | | $ | 283 | | $ | 566 | | $ | 975 | | $ | 2,116 |
Institutional Class | | $ | 60 | | $ | 189 | | $ | 329 | | $ | 738 |
Assuming you kept your shares. | | | | | | | | | | | | |
Class A | | $ | 675 | | $ | 887 | | $ | 1,116 | | $ | 1,773 |
Class B(1) | | $ | 191 | | $ | 591 | | $ | 1,016 | | $ | 1,780 |
Class C | | $ | 183 | | $ | 566 | | $ | 975 | | $ | 2,116 |
Institutional Class | | $ | 60 | | $ | 189 | | $ | 329 | | $ | 738 |
| | | | |
Large Cap Fund (Pro forma combined) | | | | | | | | | | | | |
Assuming you sold your shares at the end of each period. | | | | | | | | | | | | |
Class A | | $ | 667 | | $ | 863 | | $ | 1,075 | | $ | 1,685 |
Class B(1) | | $ | 586 | | $ | 876 | | $ | 1,190 | | $ | 1,709 |
Class C | | $ | 277 | | $ | 548 | | $ | 944 | | $ | 2,052 |
Institutional Class | | $ | 58 | | $ | 183 | | $ | 318 | | $ | 714 |
Assuming you kept your shares. | | | | | | | | | | | | |
Class A | | $ | 667 | | $ | 863 | | $ | 1,075 | | $ | 1,685 |
Class B(1) | | $ | 186 | | $ | 576 | | $ | 990 | | $ | 1,709 |
Class C | | $ | 177 | | $ | 548 | | $ | 944 | | $ | 2,052 |
Institutional Class | | $ | 58 | | $ | 183 | | $ | 318 | | $ | 714 |
| (1) | | Reflects conversion of Class B to Class A shares, which pay lower fees. Conversion occurs six years after purchase. |
8
The tables below set forth the annual management fee schedules of the Funds, expressed as a percentage of net assets. As of May 31, 2008, Large Cap Fund and Equity Partners Fund had net assets of $1,812,407,956 and $203,317,381, respectively.
The fee schedule for each Fund is as follows:
| | | | | | | |
Large Cap Fund (Pre- and Post Merger) | | | | Equity Partners | | | |
First $1.5 billion | | 0.425% | | First $50 million | | 0.915 | % |
Next $500 million | | 0.400% | | Next $50 million | | 0.765 | % |
Next $1 billion | | 0.375% | | Next $100 million | | 0.715 | % |
Next $1 billion | | 0.350% | | Thereafter | | 0.615 | % |
Next $1 billion | | 0.325% | | | | | |
Thereafter | | 0.300% | | | | | |
6. What are the federal income tax consequences of the proposed merger?
For federal income tax purposes, no gain or loss is expected to be recognized by Equity Partners Fund or its shareholders as a direct result of the merger. DeAM estimates that there will not be any tax loss carryforwards for Equity Partners Fund as a result of the proposed merger. For a more detailed discussion of the tax consequences of the merger, please see “Information about the Proposed Merger—Certain Federal Income Tax Consequences,” below.
7. Will my dividends be affected by the merger?
Yes, you will receive dividends more frequently. Large Cap Value’s dividend policy is to distribute income quarterly. Equity Partner Fund’s dividend policy is to distribute income semi-annually.
8. Do the procedures for purchasing, redeeming and exchanging shares of the two Funds differ?
No. The procedures for purchasing and redeeming shares of a particular class for each Fund, and for exchanging shares of each Fund for shares of other DWS funds, are identical.
9. How will I be notified of the outcome of the merger?
If the proposed merger is approved by shareholders, you will receive confirmation after the merger is completed, indicating your new account number and the number of Merger Shares you are receiving. Otherwise, you will be notified in the next shareholder report of Equity Partners Fund.
10. Will the number of shares I own change?
Yes, the number of shares you own will most likely change, but the aggregate value of the shares of Large Cap Fund you receive will equal the aggregate value of the shares of Equity Partners Fund that you hold at the Valuation Time (as defined on page ).
9
Even though the net asset value per share of each Fund is likely to be different, the total value of each shareholder’s holdings will not change as a result of the merger.
11. What percentage of shareholders’ votes is required to approve the merger?
Approval of the merger will require the “yes” vote of the holders of a majority of the outstanding voting securities of Equity Partners Fund as defined in the Investment Company Act of 1940, as amended (the “1940 Act”).
The Directors believe that the proposed merger is in the best interests of Equity Partners Fund. Accordingly, the Directors unanimously recommend that shareholders vote FOR approval of the proposed merger.
II. INVESTMENT STRATEGIES AND RISK FACTORS
What are the main investment strategies and related risks of Large Cap Fund, and how do they compare with those of Equity Partners Fund?
Objectives and Strategies. Large Cap Fund seeks long-term capital appreciation and Equity Partners Fund seeks long-term growth of capital. Both Funds identify current income as a secondary objective. Under normal circumstances, Large Cap Fund invests at least 80% of net assets, plus the amount of any borrowings for investment purposes, in common stocks and other equity securities of large U.S. companies that are similar in size to the companies in the Russell 1000 Value Index (as of July 31, 2008, the Russell 1000 Value Index had a median market capitalization of $4.32 billion) and that the portfolio manager believes are undervalued. The Fund intends to invest primarily in companies whose market capitalizations fall within the normal range of the Index. Although Large Cap Fund can invest in stocks of any economic sector (which is comprised of two or more industries), at times it may emphasize the financial services sector or other sectors, and may invest more than 25% of total assets in a single sector. The Fund may invest up to 20% of total assets in foreign securities. The Fund’s equity investments are mainly common stocks, but may also include other types of equities such as preferred or convertible stocks.
In contrast, under normal circumstances, Equity Partners Fund invests at least 80% of its assets, valued at the time the security is purchased, in a diversified portfolio of common stocks. The Fund may not concentrate its investments in a particular industry.
The Funds use different investment processes. The portfolio manager for Large Cap Fund screens for stocks whose price-to-earnings ratios are below the average for the S&P 500 Index. The portfolio manager then compares a company’s stock price to its book value, cash flow and yield, and analyze individual companies to identify those that are financially sound and appear to have strong potential for long-term growth. The portfolio manager assembles Large Cap Fund’s portfolio from among the most attractive stocks, drawing on an analysis of economic outlooks for various sectors and industries. The Large Cap Fund portfolio manager will normally sell a stock when he believes the stock’s price is unlikely to go higher, its fundamental factors have changed, other investment offer better opportunities or in the course of adjusting the Fund’s emphasis on a given industry.
10
DIMA tries to find common stocks that it believes are undervalued in the marketplace based on such characteristics as earnings, dividends, cash flow or asset values. In evaluating a stock’s potential it also considers other factors such as historical earnings growth, industry position, the strength of management and management’s commitment to the interests of their shareholders. DIMA’s strategy provides the flexibility to purchase traditional value stocks as well as the stocks of high growth rate companies. While the Fund does not limit its investments to issuers in a particular capitalization range, DIMA currently focuses on securities of larger companies. DIMA looks for attractive price-to-value relationships in undervalued stocks of strong companies with good management. The emphasis is on individual stock selection, fundamental research, and valuation flexibility, without rigid constraints. DIMA’s investment process involves eliminating investments in companies in which the DIMA’s confidence has waned and adding investments in which his confidence is high. DIMA tries to avoid selling long-term holdings simply because the holdings have gone up significantly and buying weaker companies simply because their stocks have lagged.
Other Investments. Each Fund is also permitted, but not required, to use various types of derivatives (contracts whose value is based on, for example, indices, currencies or securities). Derivatives may be used for hedging and for risk management or for non-hedging purposes to seek to enhance potential gains. In particular, Large Cap Fund may use futures, currency options and forward currency transactions and Equity Partners Fund may use futures and options. In addition, to the extent Equity Partners Fund invests in foreign securities, the Fund may enter into forward currency exchange contracts and buy and sell currency options to hedge against currency exchange rate fluctuations. Each Fund may use derivatives in circumstances where portfolio management believes they offer an economical means of gaining exposure to a particular asset class or to keep cash on hand to meet shareholder redemptions or other needs while maintaining exposure to the market.
Securities Lending. Each Fund may lend its investment securities in an amount up to 33 1/3% of its total assets to approved institutional borrowers who need to borrow securities in order to complete certain transactions.
Other Policies. Although major changes tend to be infrequent, each Fund’s Board could change the Fund’s investment objectives without seeking shareholder approval. The Board will provide shareholders with at least 60 days notice prior to making any changes to each Fund’s 80% investment policy.
As a temporary defensive measure, each of Large Cap Fund and Equity Partners Fund could shift up to 50% and 100%, respectively, of its assets into investments such as money market securities or other short-term securities that offer comparable levels of risk. This could prevent losses, but while engaged in a temporary defensive position, a Fund will not be pursuing its investment objectives. However, the portfolio manager may choose not to use these strategies for various reasons, even in very volatile market conditions.
Large Cap Fund also may trade securities actively. This could raise transaction costs (thus lowering return) and could mean higher taxable distributions.
DeAM believes that Large Cap Fund should provide a comparable investment opportunity for shareholders of Equity Partners Fund.
11
Primary Risks. As with any investment, you may lose money by investing in Large Cap Fund. Certain risks associated with an investment in Large Cap Fund are summarized below. Subject to certain exceptions, the risks of an investment in Large Cap Fund are similar to the risks of an investment in Equity Partners Fund. More detailed descriptions of the risks associated with an investment in Large Cap Fund can be found in the Large Cap Fund prospectus and SAI.
The value of your investment in Large Cap Fund will change with changes in the values of the investments held by Large Cap Fund. A wide array of factors can affect those values. In this summary we describe the principal risks that may affect Large Cap Fund’s investments as a whole. Large Cap Fund could be subject to additional principal risks because the types of investments it makes can change over time.
Stock Market Risk. As with most stock funds, the most important factor affecting Large Cap Fund is how the stock market performs (to the extent Large Cap Fund invests in a particular market sector, the Fund’s performance may be proportionally affected by that segment’s general performance). When stock prices fall, you should expect the value of your investment to fall as well. Because a stock represents ownership in its issuer, stock prices can be hurt by poor management, shrinking product demand and other business risks. These may affect single companies as well as groups of companies. In addition, movements in financial markets may adversely affect a stock’s price, regardless of how well the company performs. The market as a whole may not favor the types of investments Large Cap Fund makes and Large Cap Fund may not be able to get attractive prices for them. An investment in Equity Partners Fund is also subject to this risk.
Security Selection Risk. A risk that pervades all investing is the risk that the securities in a Fund’s portfolio may decline in value. An investment in Equity Partners Fund is also subject to this risk.
Value Investing Risk. At times, “value” investing may perform better than or worse than other investment styles and the overall market. If the portfolio manager overestimates the value or return potential of one or more common stocks, Large Cap Fund may underperform the general equity market. Value stocks may also be out of favor for certain periods in relation to growth stocks.
Industry Risk. While Large Cap Fund does not concentrate in any industry, to the extent that Large Cap Fund has exposure to a given industry or sector, any factors affecting that industry or sector could affect the value of portfolio securities. For example, manufacturers of consumer goods could be hurt by a rise in unemployment, or technology companies could be hurt by such factors as market saturation, price competition and rapid obsolescence.
Securities Lending Risk. Any loss in the market price of securities loaned by Large Cap Fund that occurs during the term of the loan would be borne by Large Cap Fund and would adversely affect Large Cap Fund’s performance. Also, there may be delays in recovery of securities loaned or even a loss of rights in the collateral should the borrower of the securities fail financially while the loan is outstanding. However, loans will be made only to borrowers selected by Large Cap Fund’s delegate after a review of relevant facts and circumstances, including the creditworthiness of the borrower. An investment in Equity Partners Fund is also subject to this risk.
12
Other factors that could affect the performance of Large Cap Fund include:
| | • | | the portfolio manager could be wrong in his analysis of industries, companies, economic trends, the relative attractiveness of different securities or other matters |
| | • | | foreign securities may be more volatile than their US counterparts, for reasons such as currency fluctuations and political and economic uncertainty. |
Secondary Risks
Derivatives Risk. Risks associated with derivatives include: the risk that the derivative is not well correlated with the security, index or currency to which it relates; the risk that derivatives may result in losses or missed opportunities; the risk that Large Cap Fund will be unable to sell the derivative because of an illiquid secondary market; the risk that a counterparty is unwilling or unable to meet its obligation; and the risk that the derivatives transaction could expose Large Cap Fund to the effects of leverage, which could increase Large Cap Fund’s exposure to the market and magnify potential losses. There is no guarantee that these derivatives, to the extent employed, will have the intended effect, and their use could cause lower returns or even losses to Large Cap Fund. The use of derivatives by Large Cap Fund to hedge risk may reduce the opportunity for gain by offsetting the positive effect of favorable price movements. An investment in Equity Partners Fund is also subject to this risk.
Pricing Risk. At times, market conditions may make it difficult to value some investments, and Large Cap Fund may use certain valuation methodologies for some of its investments, such as fair value pricing. Given the subjective nature of such valuation methodologies, it is possible that the value determined for an investment may be different than the value realized upon such investment’s sale. If Large Cap Fund has valued its securities too highly, you may pay too much for its shares when you buy into Large Cap Fund. If Large Cap Fund has underestimated the price of its securities, you may not receive the full market value when you sell your Large Cap Fund shares. An investment in Equity Partners Fund is also subject to this risk.
IPO Risk. Securities purchased in initial public offerings (IPOs) may be very volatile, rising and falling rapidly, often based, among other reasons, on investor perceptions rather than on economic reasons.
Performance Information. The following information provides some indication of the risks of investing in each Fund. Of course, a Fund’s past performance is not an indication of future performance.
The bar charts show how the performance of each Fund’s Class A shares has varied from year to year, which may give some idea of risk. The tables following the charts show how each Fund’s performance compares with one or more broad-based market indices (which, unlike the Funds, do not have any fees or expenses). The tables include the effects of maximum sales loads. After-tax returns are shown for Class A only and will vary for other classes. After-tax returns are estimates calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown in the table.
13
Calendar Year Total Returns (%)
Large Cap Fund—Class A Shares
For the periods included in the bar chart:
| | |
Best Quarter: 18.70%, Q2 2003 | | Worst Quarter: -19.48%, Q3 2002 |
Year-to-date performance through June 30, 2008: -3.18%. | | |
Equity Partners Fund—Class A Shares*
For the periods included in the bar chart:
| | |
Best Quarter: 29.97%, Q4 1998 | | Worst Quarter: -16.63%, Q3 1998 |
Year-to-date performance through June 30, 2008: -10.24%. | | |
| * | | In March 2008, the Board of Equity Partners Fund approved the termination of the Fund’s sub-advisory agreement with Alex Brown Investment Management (“ABIM”), and DIMA assumed day-to-day portfolio management responsibilities for the Fund. Since that time, the Fund has been managed by DIMA in a manner substantially similar to the manner in which Large Cap Fund has been managed since early 2007. |
14
Average Annual Total Returns (for period ended December 31, 2007)
| | | | | | | | | |
| | | Past 1 year | | | Past 5 years | | | Past 10 Years | |
Large Cap Fund | | | | | | | | | |
Class A | | | | | | | | | |
Return before Taxes | | 6.05 | % | | 12.56 | % | | 6.70 | % |
Return after Taxes on Distributions | | 2.41 | | | 11.06 | | | 5.15 | |
Return after Taxes on Distributions and Sale of Fund Shares | | 7.52 | * | | 10.72 | | | 5.22 | * |
Class B (Return before Taxes) | | 8.81 | | | 12.83 | | | 6.43 | |
Class C (Return before Taxes) | | 11.68 | | | 13.04 | | | 6.46 | |
Institutional Class (Return before Taxes) | | 13.02 | | | 14.33 | | | 8.93 | ** |
Russell 1000® Value Index (reflects no deductions for fees, expenses or taxes) | | -0.17 | | | 14.63 | | | 7.68 | |
S&P 500 Index (reflects no deductions for fees, expenses or taxes) | | 5.49 | | | 12.83 | | | 5.91 | |
| * | | Return after Taxes on Distributions and Sale of Fund Shares is higher than other return figures for the same period due to a capital loss occurring upon redemption resulting in an assumed tax deduction for the shareholder. |
| ** | | Inception date for the Institutional Class was June 1, 2000. |
Total return would have been lower had certain expenses not been reduced.
Russell 1000® Value Index is an unmanaged index that consists of those stocks in the Russell 1000 Index with less-than-average growth orientation. Russell 1000® Index is an unmanaged price-only index of the 1,000 largest capitalized companies that are domiciled in the US and whose common stocks are traded.
Standard & Poor’s 500 Index (S&P 500) is an unmanaged, capitalization-weighted index of 500 stocks. The index is designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries.
| | | | | | | | | |
| | | Past 1 year | | | Past 5 years | | | Past 10 Years | |
Equity Partners Fund* | | | | | | | | | |
Class A | | | | | | | | | |
Return before Taxes | | -14.08 | % | | 9.33 | % | | 5.97 | % |
Return after Taxes on Distributions | | -15.88 | | | 8.55 | | | 5.33 | |
Return after Taxes on Distributions and Sale of Fund Shares | | -6.56 | ** | | 8.08 | | | 5.09 | |
Class B (Return before Taxes) | | -12.01 | | | 9.62 | | | 5.78 | |
Class C (Return before Taxes) | | -9.58 | | | 9.78 | | | 5.95 | |
Institutional Class (Return before Taxes) | | -8.56 | | | 10.92 | | | 6.88 | |
S&P 500 Index (reflects no deductions for fees, expenses or taxes) | | 5.49 | | | 12.83 | | | 5.91 | |
| * | | In March 2008, the Board of Equity Partners Fund approved the termination of the Fund’s sub-advisory agreement with ABIM, and DIMA assumed day-to-day |
15
| | portfolio management responsibilities for the Fund. Since that time, the Fund has been managed by DIMA in a manner substantially similar to the manner in which Large Cap Fund has been managed since early 2007. |
| ** | | Return after Taxes on Distributions and Sale of Fund Shares is higher than other return figures for the same period due to a capital loss occurring upon redemption resulting in an assumed tax deduction for the shareholder. |
Standard & Poor’s 500 Index (S&P 500) is an unmanaged, capitalization-weighted index of 500 stocks. The index is designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries.
Current performance may be higher or lower than the performance data quoted above. For more recent performance information, call your financial advisor or 1-800-621-1048 (1-800-730-1313 for Institutional Class shares) or visit our Web site at www.dws-investments.com.
III. OTHER INFORMATION ABOUT THE FUNDS
Advisor and Portfolio Manager. DIMA, with headquarters at 345 Park Avenue, New York, NY 10154, is the investment advisor for each Fund. Under the oversight of the Board of each Fund, DIMA, or a subadvisor, makes investment decisions, buys and sells securities for each Fund and conducts research that leads to these purchase and sale decisions. DIMA provides a full range of global investment advisory services to institutional and retail clients.
DWS Investments is part of DeAM, which is the marketing name in the U.S. for the asset management activities of Deutsche Bank AG, DIMA, Deutsche Bank Trust Company Americas and DWS Trust Company. DeAM is a global asset management organization that offers a wide range of investing expertise and resources, including hundreds of portfolio managers and analysts and an office network that reaches the world’s major investment centers. This well-resourced global investment platform brings together a wide variety of experience and investment insight across industries, regions, asset classes and investing styles. DIMA is an indirect, wholly owned subsidiary of Deutsche Bank AG. Deutsche Bank AG is a major global banking institution that is engaged in a wide range of financial services, including investment management, mutual funds, retail, private and commercial banking, investment banking and insurance.
Large Cap Fund. The subadvisor for Large Cap Fund is Deutsche Asset Management International GmbH (“DeAMI”), Mainzer Landstrasse 178-190, Frankfurt am Main, Germany. DeAMI renders investment advisory and management services to the Fund. DeAMI is an investment advisor registered with the Securities and Exchange Commission and currently manages over $60 billion in assets, which is primarily comprised of institutional accounts and investment companies. DeAMI is a subsidiary of Deutsche Bank AG. DIMA compensates DeAMI out of the management fee it receives from the Fund.
16
While working with a team of investment professionals who collaborate to develop and implement the Fund’s investment strategy, Large Cap Fund’s portfolio manager has authority over all aspects of Large Cap Fund’s investment portfolio, including but not limited to, purchases and sales of individual securities, portfolio construction techniques, portfolio risk assessment and the management of daily cash flows in accordance with the portfolio holdings. The following individual handles the day-to-day management of Large Cap Fund:
Thomas Schuessler, PhD, is the Portfolio Manager for Large Cap Fund. Dr. Schuessler is a Director of DeAM. He joined Deutsche Asset Management in 2001 after five years at Deutsche Bank, and began managing the Large Cap Fund in 2007.
Large Cap Fund’s statement of additional information provides additional information about the portfolio manager’s investments in the Fund, a description of his compensation structure and information regarding other accounts he manages.
Equity Partners Fund. The investment portfolio for Equity Partners Fund is managed by a team of investment professionals at DIMA who collaborate to develop and implement the Fund’s investment strategy. The following people handle the day-to-day management of Equity Partners Fund:
David F. Hone is Lead Portfolio Manager for Equity Partners Fund. Mr. Hone is a Director of DeAM. He joined the investment team for Equity Partners Fund in March 2008. He joined Deutsche Asset Management in 1996 after 8 years of experience as an analysts at Chubb & Son.
Thomas Schuessler, PhD, who serves as Portfolio Manager for Large Cap Fund, joined Equity Partners Fund as a consultant in March 2008. Dr. Schuessler is a Director of DeAM. He joined Deutsche Asset Management in 2001 after five years at Deutsche Bank.
Equity Partners Fund’s statement of additional information provides additional information about the portfolio management team’s investments in the Fund, a description of their compensation structure and information regarding other accounts they manage.
Distribution and Service Fees. Pursuant to separate Underwriting and Distribution Services Agreements, DWS Investments Distributors, Inc., 222 South Riverside Plaza, Chicago, Illinois 60606, an affiliate of DIMA, is the principal underwriter and distributor for the Class A, Class B, Class C and Institutional Class shares of Large Cap Fund and Equity Partners Fund, and acts as the agent of each Fund in the continuous offering of its shares. Large Cap Fund has adopted distribution and/or service plans on behalf of the Class A, B and C shares in accordance with Rule 12b-1 under the 1940 Act that are substantially identical to the corresponding distribution and/or service plans for Equity Partners Fund. The Rule 12b-1 plans allow the Funds to pay distribution and/or service fees for the sale and distribution of their shares and for services provided to shareholders. Because these fees are paid out of the Fund’s assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than other types of investments.
Class A shares of each Fund have a 12b-1 plan, under which a shareholder servicing fee of up to 0.25% is deducted from class assets each year. Class B and C
17
shares of each Fund have a 12b-1 plan, under which a distribution fee of 0.75% and a shareholder servicing fee of up to 0.25% are deducted from class assets each year.
Directors and Officers. As of April 1, 2008, the Directors overseeing Large Cap Fund, a series of DWS Value Series, Inc., are the same as the Directors who oversee Equity Partners Fund: Dawn-Marie Driscoll (Chair), John W. Ballantine, Henry P. Becton, Keith R. Fox, Paul K. Freeman, Kenneth C. Froewiss, Richard J. Herring, William McClayton, Rebecca W. Rimel, Axel Schwarzer, William N. Searcy, Jr., Jean Gleason Stromberg and Robert H. Wadsworth. The officers of DWS Value Series, Inc. are the same as those of Equity Partners Fund.
Independent Registered Public Accounting Firm (“Auditor”). Ernst & Young LLP, 200 Clarendon Street, Boston, MA 02116, serves as Large Cap Fund’s independent registered public accounting firm. Ernst & Young LLP audits and reports on the Fund’s annual financial statements, reviews certain regulatory reports and the Fund’s federal income tax returns, and performs other professional accounting, auditing, tax and advisory services when engaged to do so by the Fund. PricewaterhouseCoopers LLP, 125 High Street, Boston, MA 02110 serves as Equity Partners Fund’s independent registered public accounting firm, audits the financial statements of the Fund and provides other audit, tax and related services to the Fund.
Charter Documents.
DWS Value Series, Inc. Large Cap Fund is one of five series of DWS Value Series, Inc. (the “Corporation”). The Corporation was organized as a Maryland corporation in October 1987 and has an authorized capitalization of 4,775,000,000 shares of $0.01 par value common stock. Currently, Class A, Class B, Class C, Class S and Institutional Class shares are offered by Large Cap Fund.
Shares. The Directors of the Corporation have the authority to create additional funds and to designate the relative rights and preferences as between the different funds. The Directors also may authorize the division of shares of Large Cap Fund into different classes, which may bear different expenses. All shares issued and outstanding are fully paid and non-assessable, transferable, have no pre-emptive or conversion rights and are redeemable as described in the SAI and in Large Cap Fund’s prospectus. Each share has equal rights with each other share of the same class of the Large Cap Fund as to voting, dividends, exchanges, conversion features and liquidation. Shareholders are entitled to one vote for each full share held and fractional votes for fractional shares held. The Directors may also terminate Large Cap Fund or any class by notice to the shareholders without shareholder approval.
Shareholder Meetings. The Corporation is not required to hold annual meetings of shareholders unless required by the 1940 Act. Special meetings of shareholders may be called by the Chairman, President or a majority of the members of the Board of Directors and shall be called by the Secretary upon the written request of the holders of at least twenty-five percent of the shares of the capital stock of the Corporation issued and outstanding and entitled to vote at such meeting.
Shareholder Liability. Pursuant to Maryland law, shareholders are generally not personally liable for the debts of the Corporation or any of its series.
18
Director Liability. The Corporation’s Articles of Amendment and Restatement, as amended, provide that the Directors of the Corporation, to the fullest extent permitted by the Maryland General Corporation Law and the 1940 Act, shall not be liable to the Corporation or its shareholders for damages. The By-Laws, as amended, provide that the Corporation will indemnify Directors and officers of the Corporation against liabilities and expenses actually incurred in connection with litigation in which they may be involved because of their positions with the Corporation. However, nothing in the Articles of Amendment and Restatement, as amended, or the By-Laws, as amended, protects or indemnifies a Director or officer against any liability to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.
Election and Term of Directors. Each Director of the Corporation serves until the next meeting of shareholders, if any, called for the purpose of electing Directors and until the election and qualification of a successor or until such Director sooner dies, resigns, retires or is removed. Any of the Directors may be removed (provided the aggregate number of Directors after such removal shall not be less than one) with cause, by the action of a majority of the remaining Directors. Any Director may be removed at any meeting of shareholders by vote of a majority of the outstanding shares. The Directors shall promptly call a meeting of the shareholders for the purpose of voting upon the question of removal of any such Director or Directors when requested in writing to do so by the holders of not less than ten percent of the outstanding shares, and in that connection, the Directors will assist shareholder communications to the extent provided for in Section 16(c) under the 1940 Act.
DWS Equity Partners Fund, Inc. Equity Partners Fund is a registered open-end management investment company organized as a corporation under the laws of Maryland on November 29, 1994. The Fund is currently divided into four classes of shares: Class A, Class B, Class C and Institutional Class.
Shares. Each share of the Fund may be subject to such sales loads or charges, expenses and fees, account size requirements, and other rights and provisions, which may be different from any other share of any fund (including shares of the same fund), as the Board of Directors of the corporation may establish or change from time to time. All shares issued and outstanding are fully paid and non-assessable, transferable, have no pre-emptive rights (except as may be determined by the Board of Directors) or conversion rights (except as described below) and are redeemable as described in the SAI and in the Equity Partners Fund’s prospectuses.
Each share has equal rights with each other share of the same class of Equity Partners Fund as to voting, dividends, exchanges and liquidation. Shareholders are entitled to one vote for each full share held and fractional votes for fractional shares held. The Directors of Equity Partners Fund may also terminate the Fund or any class by notice to the shareholders without shareholder approval.
The Board of Directors may determine that shares of a fund or a class of a fund shall be automatically converted into shares of another fund of the corporation or of another class of the same or another fund based on the relative net assets of such fund or class at the time of conversion. The Board may also provide that holders of shares of a fund or a class of a fund shall have the right to convert or exchange their shares into shares of one or more other funds or classes on terms established by the Board.
19
Shareholder Meetings. Equity Partners Fund is not required to hold an annual meeting of shareholders in any year in which the election of Directors is not required by the 1940 Act. If a meeting of shareholders of the Fund is required by the 1940 Act to take action on the election of Directors, then an annual meeting shall be held to elect Directors and take such other action as may come before the meeting. Special meetings of the shareholders of the Fund, for any purpose or purposes, may be called at any time by the Board of Directors or by the President, and shall be called by the President or Secretary at the request in writing of shareholders entitled to cast a majority of the votes entitled to be cast at the meeting. The shareholders also would vote upon changes in fundamental policies or restrictions.
Shareholder Liability. Pursuant to Maryland law, shareholders of Equity Partners Fund generally have no personal liability for debts or obligations of the Fund as a result of their status as shareholders.
Director Liability. The Corporation’s Articles of Amendment and Restatement provide that the Directors of the Corporation, to the fullest extent permitted by the Maryland General Corporation Law and the 1940 Act, shall not be liable to the Corporation or its shareholders for damages. The By-Laws, as amended, provide that the Corporation will indemnify Directors and officers of the Corporation against liabilities and expenses actually incurred in connection with litigation in which they may be involved because of their positions with the Corporation. However, nothing in the Articles of Amendment and Restatement, as amended, or the By-Laws, as amended, protects or indemnifies a Director or officer against any liability to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.
Election and Term of Directors. Each Director of the Fund serves until the next meeting of shareholders, if any, called for the purpose of electing Directors and until the election and qualification of a successor or until such Director sooner dies, resigns, retires, is removed or incapacitated. Any Director who has become incapacitated by illness or injury as determined by a majority of the other Directors may be retired by written instrument, signed by at least a majority of the number of Directors prior to such removal, specifying the date upon which such removal shall become effective. Any Director may be removed with or without cause (i) by the vote of the shareholders holding two-thirds of the outstanding shares, or (ii) by the action of two-thirds of the remaining Directors. The Directors shall promptly call a meeting of the shareholders for the purpose of voting upon the question of removal of any Director or Directors when requested in writing so to do by the holders of not less than ten percent of the outstanding shares, and in that connection, the Directors will assist shareholder communications to the extent provided for in Section 16(c) under the 1940 Act.
The foregoing is only a summary of the charter documents of Large Cap Fund and Equity Partners Fund and is not a complete description of provisions contained in those sources. Shareholders should refer to the provisions of those documents and state law directly for a more thorough description.
20
IV. INFORMATION ABOUT THE PROPOSED MERGER
General. The shareholders of Equity Partners Fund are being asked to approve the merger pursuant to an Agreement and Plan of Reorganization between Equity Partners Fund and the Corporation, on behalf of Large Cap Fund (the “Agreement”), the form of which is attached to this Prospectus/Proxy Statement as Exhibit A.
The merger is structured as a transfer of all of the assets of Equity Partners Fund to Large Cap Fund in exchange for the assumption by Large Cap Fund of all the liabilities of Equity Partners Fund and for the issuance and delivery of Merger Shares to Equity Partners Fund equal in aggregate value to the net value of the assets transferred to Large Cap Fund.
After receipt of the Merger Shares, Equity Partners Fund will distribute the Merger Shares to its shareholders, in proportion to their existing shareholdings, in complete liquidation of Equity Partners Fund, and the legal existence of Equity Partners Fund will be terminated. Each shareholder of Equity Partners Fund will receive a number of full and fractional Merger Shares of the same class(es) as, and equal in aggregate value as of the Valuation Time (as defined on page ) to, the aggregate value of the shareholder’s Equity Partners Fund shares.
Prior to the date of the merger, Equity Partners Fund will sell all investments that are not consistent with the current investment objectives, policies, restrictions and investment strategies of Large Cap Fund, if any, and declare a taxable distribution which, together with all previous distributions, will have the effect of distributing to shareholders all of its net investment income and net realized capital gains, if any, through the date of the merger. DIMA does not anticipate selling a significant amount of Equity Partners Fund’s investments in anticipation of the merger. The sale of such investments may increase the taxable distribution to shareholders of Equity Partners Fund occurring prior to the merger above that which they would have received absent the merger.
The Directors of Equity Partners Fund have voted unanimously to approve the Agreement and the proposed merger and to recommend that shareholders also approve the merger. The actions contemplated by the Agreement and the related matters described therein will be consummated only if approved by the affirmative vote of the holders of a majority of the outstanding voting securities of Equity Partners Fund, as defined in the 1940 Act.
In the event that the merger does not receive the required shareholder approval, each Fund will continue to be managed as a separate Fund in accordance with its current investment objectives and policies, and the Directors of Equity Partners Fund and the Directors of the Corporation may consider such alternatives as may be in the best interests of each Fund.
Background and Board’s Considerations Relating to the Proposed Merger. DeAM proposed the merger to the Board of Equity Partners Fund in May 2008 as part of an ongoing effort to improve the Fund’s investment performance. In March 2008, the Board of Equity Partners Fund approved the termination of the Fund’s sub-advisory agreement with Alex Brown Investment Management (“ABIM”), and DIMA assumed day-to-day
21
portfolio management responsibilities for the Fund. Since that time, the Fund has been managed by DIMA in a manner substantially similar to the manner in which Large Cap Fund has been managed since early 2007. DeAM advised the Board that a merger of Equity Partners Fund into Large Cap Fund would provide shareholders with the opportunity to invest in a larger fund with lower management fees, a lower total operating expense ratio and a substantially similar investment approach to that employed by Equity Partners Fund since ABIM’s termination in March 2008.
The Directors conducted a thorough review of the potential implications of the merger on Equity Partners Fund’s shareholders. They were assisted in this review by their independent legal counsel. The Directors met on several occasions to review and discuss the merger, both among themselves and with representatives of DeAM.
On July 16, 2008, the Directors of Equity Partners Fund, including all Directors who are not “interested persons” (as defined in the 1940 Act) (“Independent Directors”), approved the terms of the proposed merger of Equity Partners Fund into Large Cap Fund. The Directors have also unanimously determined to recommend that the merger be approved by Equity Partners Fund’s shareholders.
In determining to recommend that the shareholders of Equity Partners Fund approve the merger, the Directors considered, among other factors:
| | • | | The high degree of compatibility of Equity Partners Fund’s and Large Cap Fund’s investment objectives, policies, restrictions and portfolios, and that the merger would permit the shareholders of Equity Partners Fund to pursue similar investment goals in a significantly larger fund; |
| | • | | The investment advisory fee schedules for Equity Partners Fund and Large Cap Fund, and, in particular, noted that the effective advisory fees paid by the combined fund will be lower at all asset levels as compared to the advisory fees paid by Equity Partners Fund; |
| | • | | The operating expense ratios of Equity Partners Fund and Large Cap Fund, including a comparison between the expenses of Equity Partners Fund and the estimated total operating expense ratios of the combined fund, and, in particular, noted that the total operating expense ratios of Class A, Class B, Class C and Institutional Class shares of the combined fund were expected to be lower than the total operating expenses ratios of the corresponding classes of Equity Partners Fund; |
| | • | | The expenses to be incurred in connection with the merger; |
| | • | | The merger would not result in the dilution of the interests of Equity Partners Fund shareholders and that the terms and conditions of the Agreement were fair and reasonable and consistent with industry practice; |
| | • | | Services available to shareholders of Equity Partners Fund and Large Cap Fund are substantially similar on a class-level basis; |
| | • | | The investment performance of Equity Partners Fund and Large Cap Fund; |
| | • | | Prospects for the combined fund to attract additional assets; and |
| | • | | The federal income tax consequences of the merger on Equity Partners Fund and its shareholders. |
22
Based on all of the foregoing, the Directors concluded that Equity Partners Fund’s participation in the merger would be in the best interests of Equity Partners Fund and would not dilute the interests of Equity Partners Fund’s existing shareholders. The Board of Directors of Equity Partners Fund, including all of the Independent Directors, unanimously recommends that shareholders of the Fund approve the merger.
Agreement and Plan of Reorganization. The proposed merger will be governed by the Agreement, the form of which is attached as Exhibit A. The Agreement provides that Large Cap Fund will acquire all of the assets of Equity Partners Fund solely in exchange for the assumption by Large Cap Fund of all the liabilities of Equity Partners Fund and for the issuance of Merger Shares equal in value to the value of the transferred assets net of assumed liabilities. The shares will be issued on the next full business day (the “Exchange Date”) following the time as of which the Funds’ shares are valued for determining net asset value for the merger (4:00 p.m. Eastern time, on November 14, 2008, or such other date and time as may be agreed upon by the parties (the “Valuation Time”)). The following discussion of the Agreement is qualified in its entirety by the full text of the Agreement.
Equity Partners Fund will transfer all of its assets to Large Cap Fund, and in exchange, Large Cap Fund will assume all the liabilities of Equity Partners Fund and deliver to Equity Partners Fund a number of full and fractional Merger Shares of each class having an aggregate net asset value equal to the value of the assets of Equity Partners Fund attributable to shares of the corresponding class of Equity Partners Fund, less the value of the liabilities of Equity Partners Fund assumed by Large Cap Fund attributable to shares of such class of Equity Partners Fund. Immediately following the transfer of assets on the Exchange Date, Equity Partners Fund will distribute pro rata to its shareholders of record as of the Valuation Time the full and fractional Merger Shares received by Equity Partners Fund, with Merger Shares of each class being distributed to holders of shares of the corresponding class of Equity Partners Fund. As a result of the proposed transaction, each shareholder of Equity Partners Fund will receive a number of Merger Shares of each class equal in aggregate value at the Valuation Time to the value of Equity Partners Fund shares of the corresponding class surrendered by the shareholder. This distribution will be accomplished by the establishment of accounts on the share records of Large Cap Fund in the name of such Equity Partners Fund shareholders, each account representing the respective number of full and fractional Merger Shares of each class due the respective shareholder. New certificates for Merger Shares will not be issued.
The Directors of Equity Partners Fund and the Directors of the Corporation have determined that the interests of their respective Fund’s shareholders will not be diluted as a result of the transactions contemplated by the Agreement, and the Directors of Equity Partners Fund and the Directors of the Corporation have determined that the proposed merger is in the best interests of their respective Fund.
The consummation of the merger is subject to the conditions set forth in the Agreement. The Agreement may be terminated and the merger abandoned (i) by mutual consent of Large Cap Fund and Equity Partners Fund, (ii) by either party if the merger shall not be consummated by January 16, 2009 or (iii) by either party if the other party shall have materially breached, or made a material and intentional misrepresentation in or in connection with the Agreement.
23
If shareholders of Equity Partners Fund approve the merger, Equity Partners Fund agrees to coordinate its portfolio with Large Cap Fund’s portfolio from the date of the Agreement up to and including the Exchange Date in order that, when the assets of Equity Partners Fund are added to the portfolio of Large Cap Fund, the resulting portfolio will meet the investment objectives, policies, restrictions and strategies of Large Cap Fund. DeAM has represented that no significant portion of the portfolio of Equity Partners Fund will need to be liquidated prior to the merger.
Fees and expenses, including legal and accounting expenses, SEC registration fees, portfolio transfer taxes (if any), any trading costs in connection with coordinating Equity Partners Fund’s portfolio with Large Cap Fund’s portfolio prior to the merger and any other expenses incurred in connection with the consummation of the merger and related transactions contemplated by the Agreement will be borne by Equity Partners Fund. The one time merger costs are expected to be approximately $150,000, which includes the cost of proxy solicitation. DeAM has agreed to pay the one time merger costs, including the cost of solicitation, to the extent such costs exceed $843,000.
Description of the Merger Shares. Merger Shares will be issued to Equity Partners Fund’s shareholders in accordance with the Agreement as described above. The Merger Shares are Class A, Class B, Class C and Institutional Class shares of Large Cap Fund.
Equity Partners Fund shareholders receiving Merger Shares will not pay an initial sales charge on such shares. Each class of Merger Shares has the same characteristics as shares of the corresponding class of Equity Partners Fund. In other words, your Merger Shares will be treated as having been purchased on the date you purchased your Equity Partners Fund shares and for the price you originally paid. For more information on the characteristics of each class of Merger Shares, please see the applicable Large Cap Fund prospectus, a copy of which was mailed with this Prospectus/Proxy Statement.
Certain Federal Income Tax Consequences. As a condition to each Fund’s obligation to consummate the reorganization, each Fund will receive a tax opinion from Willkie Farr & Gallagher LLP, special tax counsel (which opinion will be based on certain factual representations of the Funds and certain customary assumptions), to the effect that, on the basis of the existing provisions of the US Internal Revenue Code of 1986, as amended (the “Code”), current administrative rules and court decisions, for federal income tax purposes:
The acquisition by Large Cap Fund of all of the assets of Equity Partners Fund solely in exchange for Merger Shares and the assumption by Large Cap Fund of all of the liabilities of Equity Partners Fund, followed by the distribution by Equity Partners Fund to its shareholders of Merger Shares in complete liquidation of Equity Partners Fund, all pursuant to the Agreement, constitutes a reorganization within the meaning of Section 368(a) of the Code, and Equity Partners Fund and Large Cap Fund will each be a “party to a reorganization” within the meaning of Section 368(b) of the Code.
Under Section 361 of the Code, Equity Partners Fund will not recognize gain or loss upon the transfer of its assets to Large Cap Fund in exchange for Merger Shares and the assumption of Equity Partners Fund’s liabilities by Large Cap Fund, and Equity Partners Fund will not recognize gain or loss upon the distribution to its shareholders of the Merger Shares in liquidation of Equity Partners Fund.
24
Under Section 354 of the Code, shareholders of Equity Partners Fund will not recognize gain or loss on the receipt of Merger Shares solely in exchange for Equity Partners Fund shares.
Under Section 358 of the Code, the aggregate basis of the Merger Shares received by each shareholder of Equity Partners Fund will be the same as the aggregate basis of Equity Partners Fund shares exchanged therefor.
Under Section 1223(1) of the Code, the holding period of the Merger Shares received by each Equity Partners Fund shareholder will include the holding period of the Equity Partners Fund shares exchanged therefor, provided that the Equity Partners Fund shareholder held the Equity Partners Fund shares at the time of the reorganization as a capital asset.
Under Section 1032 of the Code, Large Cap Fund will not recognize gain or loss upon the receipt of the assets of Equity Partners Fund in exchange for Merger Shares and the assumption by Large Cap Fund of all the liabilities of Equity Partners Fund.
Under Section 362(b) of the Code, the basis of the assets of Equity Partners Fund transferred to Large Cap Fund in the reorganization will be the same in the hands of Large Cap Fund as the basis of such assets in the hands of Equity Partners Fund immediately prior to the transfer.
Under Section 1223(2) of the Code, the holding periods of the assets of Equity Partners Fund transferred to Large Cap Fund in the reorganization in the hands of Large Cap Fund will include the periods during which such assets were held by Equity Partners Fund.
Portfolio assets of Equity Partners Fund could be required to be sold in connection with the merger. The tax effect of such sales will depend on the holding periods of such assets and the difference between the price at which such portfolio assets are sold and Equity Partners Fund’s basis in such assets. Any net capital gains recognized in these sales, after the application of any available capital loss carryforwards, will be distributed to Equity Partners Fund’s shareholders as capital gain dividends. Any net short-term capital gains (in excess of any net long-term capital loss and after application of any available capital loss carryforwards) will be distributed as ordinary dividends. All such distributions will be made during or with respect to the year of sale and will be taxable to shareholders.
After the merger, the availability of Equity Partners Fund’s pre-merger capital losses to offset or defer recognition of capital gains for the benefit of Equity Partners Fund shareholders may be reduced. This will be true if Equity Partners Fund has substantial realized losses at the time of the merger and Large Cap Fund does not. In that case, Equity Partners Fund’s losses will be spread over the larger asset base of the combined fund, causing a decrease for Equity Partners Fund shareholders in the amount of losses available to offset future gains.
Also, the combined fund’s ability to use Equity Partners Fund’s or Large Cap Fund’s pre-merger capital losses may be limited under certain tax rules applicable to mergers of this type. The effect of these potential limitations, however, will depend on a number of factors including the amount of the losses, the amount of gains to be offset, the exact timing of the merger and the amount of unrealized capital gains in the funds at the time of the merger.
25
This description of the federal income tax consequences of the merger is made without regard to the particular facts and circumstances of any shareholder. Shareholders are urged to consult their own tax advisors as to the specific consequences to them of the merger, including, without limitation, the applicability and effect of federal, state, local, non-US and other tax laws.
The portfolio turnover rate for Large Cap Fund, i.e., the ratio of the lesser of annual sales or purchases to the monthly average value of the portfolio (excluding from both the numerator and the denominator securities with maturities at the time of acquisition of one year or less), for the period ended May 31, 2008 was 59%. The portfolio turnover rate for Equity Partners Fund for the period ended May 31, 2008 was 79%. A higher portfolio turnover rate involves greater brokerage and transaction expenses to a fund and may result in the realization of increased net capital gains, including increased net short-term capital gains, which would be taxable to shareholders when distributed (and in the case of net short-term capital gains, would be taxed as ordinary income).
Large Cap Fund intends to distribute dividends from its investment company taxable income (computed without regard to any deduction for dividends paid) and net realized capital gains, after utilization of capital loss carryforwards, if any, quarterly. Equity Partners Fund’s current policy is to distribute dividends from its investment company taxable income (computed without regard to any deduction for dividends paid) and net realized capital gains, after utilization of capital loss carryforwards, if any, semi-annually. An additional distribution may be made if necessary. Shareholders of each Fund can have their dividends and distributions automatically invested in additional shares of the same class of that Fund, or a different fund in the same family of funds, at net asset value and credited to the shareholder’s account on the payment date or, at the shareholder’s election, sent to the shareholder by check. If an investment is in the form of a retirement plan, all dividends and capital gains distributions must be reinvested in the shareholder’s account. If the Agreement is approved by Equity Partners Fund’s shareholders, Equity Partners Fund will pay its shareholders a distribution of all undistributed net investment company taxable income (computed without regard to any deduction for dividends paid) and undistributed realized net capital gains (after reduction by any capital loss carryforwards) immediately prior to the Closing (as defined in the Agreement).
While as noted above, shareholders are not expected to recognize any gain or loss upon the exchange of their shares in the merger, increases in the Funds’ portfolio turnover rates, net investment income and net realized capital gains, and a potential decrease in capital losses available to offset future gains may result in future taxable distributions to shareholders arising indirectly from the merger.
26
Capitalization. The following table sets forth the unaudited capitalization of each Fund as of May 31, 2008, and of Large Cap Fund on a pro forma combined basis, giving effect to the proposed acquisition of assets at net asset value as of that date.(1)
| | | | | | | | | | | | | |
| | | Equity Partners
Fund | | Large Cap Fund | | Pro Forma
Adjustments | | | Pro Forma
Combined |
Net Assets | | | | | | | | | | | | | |
Class A Shares | | $ | 149,767,186 | | $ | 316,189,121 | | $ | (110,493 | )(2) | | $ | 465,845,814 |
Class B Shares | | $ | 3,745,259 | | $ | 27,169,155 | | $ | (2,763 | )(2) | | | 30,911,651 |
Class C Shares | | $ | 6,149,962 | | $ | 31,249,621 | | $ | (4,537 | )(2) | | | 37,395,046 |
Class S Shares | | | — | | $ | 1,373,091,531 | | | — | | | | 1,373,091,531 |
Institutional Class | | $ | 43,654,974 | | $ | 64,708,528 | | $ | (32,207 | )(2) | | | 108,331,295 |
| | | | | | | | | | | | | |
Total Net Assets | | $ | 203,317,381 | | $ | 1,812,407,956 | | $ | (150,000 | )(2) | | | 2,015,575,337 |
| | | | | | | | | | | | | |
Shares Outstanding | | | | | | | | | | | | | |
Class A Shares | | | 6,294,485 | | | 15,019,865 | | | 814,625 | | | | 22,128,975 |
Class B Shares | | | 171,149 | | | 1,288,506 | | | 6,340 | | | | 1,465,995 |
Class C Shares | | | 280,821 | | | 1,483,602 | | | 10,938 | | | | 1,775,361 |
Class S Shares | | | — | | | 65,212,547 | | | — | | | | 65,212,547 |
Institutional Class | | | 1,817,585 | | | 3,066,792 | | | 249,870 | | | | 5,134,247 |
Net Asset Value Per Share | | | | | | | | | | | | | |
Class A Shares | | $ | 23.79 | | $ | 21.05 | | | — | | | $ | 21.05 |
Class B Shares | | $ | 21.88 | | $ | 21.09 | | | — | | | $ | 21.09 |
Class C Shares | | $ | 21.90 | | $ | 21.06 | | | — | | | $ | 21.06 |
Class S Shares | | | — | | $ | 21.06 | | | — | | | $ | 21.06 |
Institutional Class | | $ | 24.02 | | $ | 21.10 | | | — | | | $ | 21.10 |
| (1) | | Assumes the merger had been consummated on May 31, 2008, and is for information purposes only. No assurance can be given as to how many shares of Large Cap Fund will be received by the shareholders of Equity Partners Fund on the date the merger takes place, and the foregoing should not be relied upon to reflect the number of shares of Large Cap Fund that actually will be received on or after such date. |
| (2) | | Pro Forma adjustments include estimated one time merger costs of $150,000, which are to be borne by Equity Partners Fund. |
The Directors of Equity Partners Fund, a majority of whom are independent Directors, unanimously recommend approval of the merger.
27
V. INFORMATION ABOUT VOTING AT THE SHAREHOLDER MEETING
General. This Prospectus/Proxy Statement is furnished in connection with the proposed merger of Equity Partners Fund into Large Cap Fund and the solicitation of proxies by and on behalf of the Directors of Equity Partners Fund for use at the Special Meeting of Equity Partners Fund Shareholders (the “Meeting”). The Meeting is to be held on October 21, 2008 at 3:00 p.m. Eastern time at the offices of DIMA, 345 Park Avenue, 27th Floor, New York, New York 10154, or at such later time as is made necessary by adjournment or postponement. The Notice of the Special Meeting of Shareholders, the Prospectus/Proxy Statement and the enclosed form of proxy are being mailed to shareholders on or about , 2008.
As of August 26, 2008, Equity Partners Fund had the following shares outstanding:
| | |
Share Class | | Number of Shares |
Class A | | 7,229,106.92 |
Class B | | 219,034.29 |
Class C | | 346,532.32 |
Institutional Class | | 2,110,827.39 |
Only shareholders of record on August 26, 2008 will be entitled to notice of and to vote at the Meeting. Each share is entitled to one vote, with fractional shares voting proportionally.
The Directors of Equity Partners Fund know of no matters other than those set forth herein to be brought before the Meeting. If, however, any other matters properly come before the Meeting, it is the Directors’ intention that proxies will be voted on such matters in accordance with the judgment of the persons named in the enclosed form of proxy.
Required Vote. Proxies are being solicited from Equity Partners Fund’s shareholders by the Directors of Equity Partners Fund for the Meeting. Unless revoked, all valid proxies will be voted in accordance with the specification thereon or, in the absence of specification, FOR approval of the Agreement. The transactions contemplated by the Agreement will be consummated only if approved by the affirmative vote of the holders of a majority of the outstanding voting securities of Equity Partners Fund as defined in the 1940 Act as (A) 67% or more of the voting securities of Equity Partners Fund present at the meeting, if the holders of more than 50% of the outstanding voting securities of Equity Partners Fund are present or represented by proxy; or (B) more than 50% of the outstanding voting securities of Equity Partners Fund, whichever is less.
Record Date, Quorum and Method of Tabulation. Shareholders of record of Equity Partners Fund at the close of business on August 26, 2008 (the “Record Date”) will be entitled to vote at the Meeting or any adjournment thereof. The holders of at least one-third of the shares of Equity Partners Fund outstanding at the close of business on the Record Date present in person or represented by proxy will constitute a quorum for the Meeting.
28
Votes cast by proxy or in person at the Meeting will be counted by persons appointed by Equity Partners Fund as tellers for the Meeting. The tellers will count the total number of votes cast “FOR” approval of the proposal for purposes of determining whether sufficient affirmative votes have been cast. The tellers will count shares represented by proxies that reflect abstentions and “broker non-votes” (i.e., shares held by brokers or nominees as to which (i) instructions have not been received from the beneficial owners or the persons entitled to vote, and (ii) the broker or nominee does not have the discretionary voting power on a particular matter) as shares that are present and entitled to vote on the matter for purposes of determining the presence of a quorum. Abstentions and broker non-votes will therefore have the effect of a negative vote on the proposal.
Share Ownership. As of August 26, 2008, the officers and Directors of Equity Partners Fund as a group beneficially owned less than 1% of the outstanding shares of Equity Partners Fund and the officers and Directors of the Corporation as a group beneficially owned less than 1% of the outstanding shares of Large Cap Fund. To the best of the knowledge of Equity Partners Fund, the following shareholders owned of record or beneficially 5% or more of the outstanding shares of any class of Equity Partners Fund as of such date:
| | | | | |
Class | | Shareholder Name and Address | | Percentage Owned | |
A | | DWS Trust Company FBO Kimpton Group Multiple Employer Savings Plan Attn: Asset Recon Dept. Salem, NH 03079-1143 | | 5.49 | % |
| | |
B | | MLPF&S for the Sole Benefit of its Customers Attn: Fund ADM 9EK17 Jacksonville, FL 32246-6484 | | 7.84 | % |
| | |
C | | Citigroup Global Markets Inc. Attn: Peter Booth 7th Fl New York, NY 10001-2402 | | 7.62 | % |
| | |
C | | MLPF&S For the Sole Benefit of its Customers Attn: Fund ADM (9EKH2) Jacksonville, FL 32246-6484 | | 6.21 | % |
| | |
Institutional | | Wells Fargo Bank NA FBO NMC LLC 401K Savings Minneapolis, MN 55480-1533 | | 26.67 | % |
| | |
Institutional | | State Street Bank & Trust Co. Cust FBO DWS Lifecompass 2020 Fund Quincy, MA 02171-2105 | | 24.74 | % |
| | |
Institutional | | State Street Bank & Trust Co. Cust FBO DWS Lifecompass 2015 Fund Quincy, MA 02171-2105 | | 20.76 | % |
29
| | | | | |
Class | | Shareholder Name and Address | | Percentage Owned | |
Institutional | | State Street Bank & Trust Co. Cust FBO DWS Lifecompass Retirement Fund Quincy, MA 02171-2105 | | 5.72 | % |
To the best of the knowledge of Large Cap Fund, the following shareholders owned of record or beneficially 5% or more of the outstanding shares of any class of Large Cap Fund as of August 26, 2008:
| | | | | |
Class | | Shareholder Name and Address | | Percentage Owned | |
A | | Jennifer Ferrari TTEE State Street Bank and Trust ADP 401k Daily Valuation Prod A Roseland, NJ 07068-1739 | | 19.04 | % |
| | |
A | | Morgan Stanley & Co. Harborside Financial Center Plaza II 3rd Floor Jersey City, NJ 07311 | | 9.74 | % |
| | |
B | | MLPF&S for the Sole Benefit of its Customers Attn: Fund ADM Jacksonville, FL 32246-6484 | | 5.63 | % |
| | |
B | | Morgan Stanley & Co. Harborside Financial Center Plaza II 33d Floor Jersey City, NJ 07311 | | 5.41 | % |
| | |
B | | Citigroup Global Markets Inc. Attn: Peter Booth 7th Fl New York, NY 10001-2402 | | 5.40 | % |
| | |
C | | MLPF&S for the Sole Benefit of its Customers Attn: Fund Administration 97EP6 Jacksonville, FL 32246-6484 | | 15.65 | % |
| | |
Institutional | | State Street Bank & Trust Co. Cust FBO DWS Lifecompass 2020 Fund Quincy, MA 02171-2105 | | 34.41 | % |
30
| | | | | |
Class | | Shareholder Name and Address | | Percentage Owned | |
Institutional | | State Street Bank & Trust Co. Cust FBO DWS Lifecompass 2015 Fund Quincy, MA 02171-2105 | | 24.20 | % |
| | |
Institutional | | Nat’l Financial Services Corp for EXCL Benefit our Customers Attn: Mutual Funds 5th Floor New York, NY 10281-1003 | | 17.65 | % |
| | |
Institutional | | State Street Bank & Trust Co. Cust FBO DWS Lifecompass Retirement Fund Quincy, MA 02171-2105 | | 7.21 | % |
| | |
Institutional | | State Street Bank & Trust Co. Cust FBO DWS Lifecompass 2030 Fund Quincy, MA 02171-2105 | | 6.67 | % |
| | |
Institutional | | Reliance Trust Co FBO Sycamore Atlanta, GA 30328 | | 5.15 | % |
Solicitation of Proxies. In addition to soliciting proxies by mail, certain officers and representatives of Equity Partners Fund, officers and employees of the Advisor and certain financial services firms and their representatives, who will receive no extra compensation for their services, may solicit proxies by telephone, telegram or personally.
All properly executed proxies received in time for the Meeting will be voted as specified in the proxy or, if no specification is made, in favor of the proposal.
Computershare Fund Services, Inc. (“Computershare”) has been engaged to assist in the solicitation of proxies, at an estimated cost of $23,286. As the Meeting date approaches, certain shareholders of Equity Partners Fund may receive a telephone call from a representative of Computershare if their votes have not yet been received. Authorization to permit Computershare to execute proxies may be obtained by telephonic or electronically transmitted instructions from shareholders of Equity Partners Fund. Proxies that are obtained telephonically or through the Internet will be recorded in accordance with the procedures described below. The Directors believe that these procedures are reasonably designed to ensure that both the identity of the shareholder casting the vote and the voting instructions of the shareholder are accurately determined.
31
In all cases where a telephonic proxy is solicited, the Computershare representative is required to ask for each shareholder’s full name and address, or the zip code, or both, and to confirm that the shareholder has received the proxy materials in the mail. If the shareholder is a corporation or other entity, the Computershare representative is required to ask for the person’s title and confirmation that the person is authorized to direct the voting of the shares. If the information solicited agrees with the information provided to Computershare, then the Computershare representative has the responsibility to explain the process, read the proposal on the proxy card, and ask for the shareholder’s instructions on the proposal. Although the Computershare representative is permitted to answer questions about the process, he or she is not permitted to recommend to the shareholder how to vote, other than to read any recommendation set forth in the Prospectus/Proxy Statement. Computershare will record the shareholder’s instructions on the card. Within 72 hours, the shareholder will be sent a letter or mailgram to confirm his or her vote and asking the shareholder to call Computershare immediately if his or her instructions are not correctly reflected in the confirmation.
Please see the instructions on your proxy card for telephone touch-tone voting and Internet voting. Shareholders will have an opportunity to review their voting instructions and make any necessary changes before submitting their voting instructions and terminating their telephone call or Internet link. Shareholders who vote via the Internet, in addition to confirming their voting instructions prior to submission, will also receive an e-mail confirming their instructions upon request.
If a shareholder wishes to participate in the Meeting, but does not wish to give a proxy by telephone or electronically, the shareholder may still submit the proxy card originally sent with the Prospectus/Proxy Statement or attend in person. Should shareholders require additional information regarding the proxy or replacement proxy card, they may contact Computershare toll-free at 1-866-612-1828. Any proxy given by a shareholder is revocable until voted at the Meeting.
Persons holding shares as nominees will, upon request, be reimbursed for their reasonable expenses in soliciting instructions from their principals. The cost of preparing, printing and mailing the enclosed proxy card and Prospectus/Proxy Statement, and all other costs incurred in connection with the solicitation of proxies for Equity Partners Fund, including any additional solicitation made by letter, telephone or telegraph, will be paid by Equity Partners Fund (subject to the cap described above).
Revocation of Proxies. Proxies, including proxies given by telephone or over the Internet, may be revoked at any time before they are voted either (i) by a written revocation received by the Secretary of the Fund at One Beacon Street, Boston, MA 02108, (ii) by properly submitting a later-dated proxy that is received by the Fund at or prior to the Meeting or (iii) by attending the Meeting and voting in person. Merely attending the Meeting without voting, however, will not revoke a previously submitted proxy.
Adjournment and Postponement. Whether or not a quorum is present, the Meeting may, by action of the chairman of the Meeting, be adjourned from time to time without notice with respect to the proposal to be considered at the Meeting to a designated time, not more than 120 days after the Record Date. In addition, upon
32
motion of the chairman of the Meeting, the question of adjournment may be submitted to a vote of the shareholders and any adjournment must be approved by the vote of the holders of a majority of the shares present and entitled to vote with respect to the proposal without further notice. Unless a proxy is otherwise limited in this regard, any shares present and entitled to vote at the Meeting that are represented by broker non-votes, may, at the discretion of the proxies, be voted in favor of such adjournment. The Board of Directors may postpone the Meeting of shareholders prior to the Meeting with notice to the shareholders entitled to vote at or to receive notice of the Meeting.
33
EXHIBIT A
FORM OF AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of this [ ] day of , 2008, by and among DWS Value Series, Inc. (the “Acquiring Corporation”), a Maryland corporation, on behalf of DWS Large Cap Value Fund (the “Acquiring Fund”), a series of the Acquiring Corporation; DWS Equity Partners Fund, Inc. (the “Acquired Fund”), a Maryland corporation (the “Acquired Fund” and, together with the Acquiring Fund, each a “Fund” and collectively the “Funds”); and Deutsche Investment Management Americas Inc. (“DIMA”), investment adviser to the Funds (for purposes of section 10.2 of the Agreement only). The principal place of business of the Acquiring Corporation and the Acquired Fund is 345 Park Avenue, New York, New York 10154.
This Agreement is intended to be and is adopted as a plan of reorganization and liquidation within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). The reorganization (the “Reorganization”) will consist of the transfer of all of the assets of the Acquired Fund to the Acquiring Fund in exchange solely for Class A, Class B, Class C and Institutional Class voting shares of beneficial interest (par value $0.01 per share) of the Acquiring Fund (the “Acquiring Fund Shares”), the assumption by the Acquiring Fund of all of the liabilities of the Acquired Fund and the distribution of the Acquiring Fund Shares to the Class A, Class B, Class C and Institutional Class shareholders of the Acquired Fund in complete liquidation and termination of the Acquired Fund as provided herein, all upon the terms and conditions hereinafter set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises and of the covenants and agreements hereinafter set forth, the parties hereto covenant and agree as follows:
1. Transfer of Assets of the Acquired Fund to the Acquiring Fund in Consideration for Acquiring Fund Shares, the Assumption of All Acquired Fund Liabilities and the Liquidation of the Acquired Fund
1.1 Subject to the terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Acquired Fund agrees to transfer to the Acquiring Fund all of the Acquired Fund’s assets as set forth in section 1.2, and the Acquiring Fund agrees in consideration therefor (i) to deliver to the Acquired Fund that number of full and fractional Class A, Class B, Class C and Institutional Class Acquiring Fund Shares determined by dividing the value of the Acquired Fund’s assets net of any liabilities of the Acquired Fund with respect to the Class A, Class B, Class C and Institutional Class shares of the Acquired Fund, computed in the manner and as of the time and date set forth in section 2.1, by the net asset value of one Acquiring Fund Share of the corresponding class, computed in the manner and as of the time and date set forth in section 2.2; and (ii) to assume all of the liabilities of the Acquired Fund, including, but not limited to, any deferred compensation to the Acquired Fund’s trustees. All Acquiring Fund Shares delivered to the Acquired Fund shall be delivered at net asset value without a sales load, commission or other similar fee being imposed. Such transactions shall take place at the closing provided for in section 3.1 (the “Closing”).
A-1
1.2 The assets of the Acquired Fund to be acquired by the Acquiring Fund (the “Assets”) shall consist of all assets, including, without limitation, all cash, cash equivalents, securities, commodities and futures contracts and dividends or interest or other receivables that are owned by the Acquired Fund and any deferred or prepaid expenses shown on the unaudited statement of assets and liabilities of the Acquired Fund prepared as of the effective time of the Closing in accordance with accounting principles generally accepted in the United States of America (“GAAP”) applied consistently with those of the Acquired Fund’s most recent audited statement of assets and liabilities. The Assets shall constitute at least 90% of the fair market value of the net assets, and at least 70% of the fair market value of the gross assets, held by the Acquired Fund immediately before the Closing (excluding for these purposes assets used to pay the dividends and other distributions paid pursuant to section 1.4).
1.3 The Acquired Fund will endeavor, to the extent practicable, to discharge all of its liabilities and obligations that are accrued prior to the Closing Date as defined in section 3.1.
1.4 On or as soon as practicable prior to the Closing Date as defined in section 3.1, the Acquired Fund will declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all of its investment company taxable income (computed without regard to any deduction for dividends paid) and realized net capital gain, if any, for the current taxable year through the Closing Date.
1.5 Immediately after the transfer of Assets provided for in section 1.1, the Acquired Fund will distribute to the Acquired Fund’s shareholders of record with respect to each class of its shares (the “Acquired Fund Shareholders”), determined as of the Valuation Time (as defined in section 2.1), on a pro rata basis within that class, the Acquiring Fund Shares of the same class received by the Acquired Fund pursuant to section 1.1 and will completely liquidate. Such distribution and liquidation will be accomplished with respect to each class of the Acquired Fund by the transfer of the Acquiring Fund Shares then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Acquired Fund Shareholders. The Acquiring Fund shall have no obligation to inquire as to the validity, propriety or correctness of such records, but shall assume that such transaction is valid, proper and correct. The aggregate net asset value of Class A, Class B, Class C and Institutional Class Acquiring Fund Shares to be so credited to the Class A, Class B, Class C and Institutional Class Acquired Fund Shareholders shall, with respect to each class, be equal to the aggregate net asset value of the Acquired Fund shares of the same class owned by such shareholders as of the Valuation Time. All issued and outstanding shares of the Acquired Fund will simultaneously be cancelled on the books of the Acquired Fund, although share certificates representing interests in Class A, Class B, Class C and Institutional Class shares of the Acquired Fund, if any, will represent a number of Acquiring Fund Shares after the Closing Date as determined in accordance with section 2.3. The Acquiring Fund will not issue certificates representing Acquiring Fund Shares.
1.6 Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Fund. Shares of the Acquiring Fund will be issued in the manner described in the Acquiring Fund’s then-current prospectuses and statement of additional information for Class A, Class B, Class C and Institutional Class shares.
A-2
1.7 Any reporting responsibility of the Acquired Fund including, without limitation, the responsibility for filing of regulatory reports, tax returns or other documents with the Securities and Exchange Commission (the “Commission”), any state securities commission and any federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Fund.
1.8 All books and records of the Acquired Fund, including all books and records required to be maintained under the Investment Company Act of 1940, as amended (the “1940 Act”), and the rules and regulations thereunder, shall be available to the Acquiring Fund from and after the Closing Date and shall be turned over to the Acquiring Fund as soon as practicable following the Closing Date.
2. Valuation
2.1 The value of the Assets and liabilities of the Acquired Fund shall be computed as of the close of regular trading on The New York Stock Exchange, Inc. (the “NYSE”) on the business day immediately preceding the Closing Date, as defined in section 3.1 (the “Valuation Time”) after the declaration and payment of any dividends and/or other distributions on that date, using the valuation procedures set forth in the Acquiring Corporation’s Articles of Amendment and Restatement, as amended, and the Acquiring Fund’s then-current prospectuses or statement of additional information for Class A, Class B, Class C and Institutional Class shares, copies of which have been delivered to the Acquired Fund.
2.2 The net asset value of a Class A, Class B, Class C and Institutional Class Acquiring Fund Share shall be the net asset value per share computed with respect to that class as of the Valuation Time using the valuation procedures referred to in section 2.1.
2.3 The number of Class A, Class B, Class C and Institutional Class Acquiring Fund Shares to be issued (including fractional shares, if any) in consideration for the Assets shall be determined with respect to each such class by dividing the value of the Assets net of liabilities with respect to Class A, Class B, Class C and Institutional Class shares of the Acquired Fund, as the case may be, determined in accordance with section 2.1 by the net asset value of an Acquiring Fund Share of the same class determined in accordance with section 2.2.
2.4 All computations of value hereunder shall be made by or under the direction of each Fund’s respective accounting agent, if applicable, in accordance with its regular practice and the requirements of the 1940 Act and shall be subject to confirmation by such Fund’s respective Independent Registered Public Accounting Firm upon the reasonable request of the other Fund.
3. Closing and Closing Date
3.1 The Closing of the transactions contemplated by this Agreement shall be November 17, 2008, or such later date as the parties may agree in writing (the “Closing Date”). All acts taking place at the Closing shall be deemed to take place simultaneously as of 9:00 a.m., Eastern time, on the Closing Date, unless otherwise agreed to by the parties. The Closing shall be held at the offices of counsel to the Acquiring Fund, or at such other place and time as the parties may agree.
A-3
3.2 The Acquired Fund shall deliver to the Acquiring Fund on the Closing Date a schedule of Assets.
3.3 State Street Bank and Trust Company (“SSB”), custodian for the Acquired Fund, shall deliver at the Closing a certificate of an authorized officer stating that (a) the Assets shall have been delivered in proper form to SSB, also the custodian for the Acquiring Fund, prior to or on the Closing Date and (b) all necessary taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. The Acquired Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by the custodian for the Acquired Fund to the custodian for the Acquiring Fund for examination no later than five business days preceding the Closing Date and transferred and delivered by the Acquired Fund as of the Closing Date by the Acquired Fund for the account of Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Acquired Fund’s portfolio securities and instruments deposited with a securities depository, as defined in Rule 17f-4 under the 1940 Act, shall be delivered as of the Closing Date by book entry in accordance with the customary practices of such depositories and the custodian for the Acquiring Fund. The cash to be transferred by the Acquired Fund shall be delivered by wire transfer of federal funds on the Closing Date.
3.4 DWS Investments Service Company (“DWS ISC”), as transfer agent for the Acquired Fund shall deliver at the Closing a certificate of an authorized officer stating that its records contain the names and addresses of the Acquired Fund Shareholders and the number and percentage ownership (to three decimal places) of outstanding Class A, Class B, Class C and Institutional Class Acquired Fund shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date to the Acquired Fund or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund’s account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably request to effect the transactions contemplated by this Agreement.
3.5 In the event that immediately prior to the Valuation Time (a) the NYSE or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on the NYSE or elsewhere shall be disrupted so that, in the judgment of the Board of Directors (each a “Board”) of either party to this Agreement, accurate appraisal of the value of the net assets with respect to the Class A, Class B, Class C and Institutional Class shares of the Acquiring Fund or the Acquired Fund is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored.
3.6 The liabilities of the Acquired Fund shall include all of the Acquired Fund’s liabilities, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable at the Closing Date, and whether or not specifically referred to in this Agreement, including but not limited to, any deferred compensation to the Acquired Fund’s directors.
A-4
4. Representations and Warranties
4.1 The Acquired Fund represents and warrants to the Acquiring Fund as follows:
(a) The Acquired Fund is a Maryland corporation duly organized and validly existing under the laws of the State of Maryland with power under the Acquired Fund’s Articles of Amendment and Restatement to own all of its properties and assets and to carry on its business as it is now being conducted and, subject to approval of shareholders of the Acquired Fund, to carry out the Agreement. The Acquired Fund is duly designated in accordance with the applicable provisions of the Acquired Fund’s Articles of Amendment and Restatement. The Acquired Fund is qualified to do business in all jurisdictions in which it is required to be so qualified, except jurisdictions in which the failure to so qualify would not have a material adverse effect on the Acquired Fund. The Acquired Fund has all material federal, state and local authorizations necessary to own all of the properties and assets and to carry on its business as now being conducted, except authorizations which the failure to so obtain would not have a material adverse effect on the Acquired Fund;
(b) The Acquired Fund is registered with the Commission as an open-end management investment company under the 1940 Act, and such registration is in full force and effect and the Acquired Fund is in compliance in all material respects with the 1940 Act and the rules and regulations thereunder;
(c) No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Acquired Fund of the transactions contemplated herein, except such as have been obtained under the Securities Act of 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the 1940 Act and such as may be required by state securities laws;
(d) The Acquired Fund is not, and the execution, delivery and performance of this Agreement by the Acquired Fund will not result (i) in violation of Maryland law or of the Acquired Fund’s Articles of Amendment and Restatement, or By-Laws, as amended, (ii) in a violation or breach of, or constitute a default under, any material agreement, indenture, instrument, contract, lease or other undertaking to which the Acquired Fund is a party or by which it is bound, and the execution, delivery and performance of this Agreement by the Acquired Fund will not result in the acceleration of any obligation, or the imposition of any penalty, under any agreement, indenture, instrument, contract, lease, judgment or decree to which the Acquired Fund is a party or by which it is bound, or (iii) in the creation or imposition of any lien, charge or encumbrance on any property or assets of the Acquired Fund;
(e) Other than as disclosed on a schedule provided by the Acquired Fund, no material litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or to its knowledge threatened against the Acquired Fund or any properties or assets held by it. The Acquired Fund knows of no facts which might form the basis for the institution of such proceedings which would materially and adversely affect its business, other than as disclosed in the foregoing schedule, and is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its business or its ability to consummate the transactions herein contemplated;
A-5
(f) The Statements of Assets and Liabilities, Operations, and Changes in Net Assets, the Financial Highlights, and the Investment Portfolio of the Acquired Fund at and for the fiscal year ended May 31, 2008, have been audited by PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm, and are in accordance with GAAP consistently applied, and such statements (a copy of each of which has been furnished to the Acquiring Fund) present fairly, in all material respects, the financial position of the Acquired Fund as of such date in accordance with GAAP and there are no known contingent liabilities of the Acquired Fund required to be reflected on a statement of assets and liabilities (including the notes thereto) in accordance with GAAP as of such date not disclosed therein;
(g) Since May 31, 2008, there has not been any material adverse change in the Acquired Fund’s financial condition, assets, liabilities or business other than changes occurring in the ordinary course of business, or any incurrence by the Acquired Fund of indebtedness maturing more than one year from the date such indebtedness was incurred except as otherwise disclosed to and accepted in writing by the Acquiring Fund. For purposes of this subsection (g), a decline in net asset value per share of the Acquired Fund due to declines in market values of securities in the Acquired Fund’s portfolio, the discharge of Acquired Fund liabilities, or the redemption of Acquired Fund shares by Acquired Fund Shareholders shall not constitute a material adverse change;
(h) At the date hereof and at the Closing Date, all federal and other tax returns and reports of the Acquired Fund required by law to have been filed by such dates (including any extensions) shall have been filed and are or will be correct in all material respects, and all federal and other taxes shown as due or required to be shown as due on said returns and reports shall have been paid or provision shall have been made for the payment thereof, and, to the best of the Acquired Fund’s knowledge, no such return is currently under audit and no assessment has been asserted with respect to such returns;
(i) For each taxable year of its operation (including the taxable year ending on the Closing Date), the Acquired Fund has met the requirements of Subchapter M of the Code for qualification as a regulated investment company and has elected to be treated as such, has been eligible to and has computed its federal income tax under Section 852 of the Code, and will have distributed all of its investment company taxable income (determined without regard to the deduction of dividends paid) and net capital gain (as such terms are defined in the Code) that has accrued through the Closing Date;
(j) All issued and outstanding shares of the Acquired Fund (i) have been offered and sold in every state and the District of Columbia in compliance in all material respects with applicable registration requirements of the 1933 Act and state securities laws, (ii) are, and on the Closing Date will be, duly and validly issued and outstanding, fully paid and non-assessable and not subject to preemptive or dissenter’s rights and (iii) will be held at the time of the Closing by the persons and in the amounts set forth in the records of DWS ISC, as provided in section 3.4. The Acquired Fund does not have outstanding any options, warrants or other rights to subscribe for or purchase any of the Acquired Fund shares, nor is there outstanding any security convertible into any of the Acquired Fund shares;
A-6
(k) At the Closing Date, the Acquired Fund will have good and marketable title to the Acquired Fund’s assets to be transferred to the Acquiring Fund pursuant to section 1.1 and full right, power, and authority to sell, assign, transfer and deliver such assets hereunder free of any liens or other encumbrances, except those liens or encumbrances as to which the Acquiring Fund has received notice at or prior to the Closing, and upon delivery and payment for such assets, the Acquiring Fund will acquire good and marketable title thereto, subject to no restrictions on the full transfer thereof, including such restrictions as might arise under the 1933 Act and the 1940 Act, except those restrictions as to which the Acquiring Fund has received notice and necessary documentation at or prior to the Closing;
(l) The execution, delivery and performance of this Agreement will have been duly authorized prior to the Closing Date by all necessary action on the part of the Board members of the Acquired Fund (including the determinations required by Rule 17a-8(a) under the 1940 Act), and, subject to the approval of the Acquired Fund Shareholders, this Agreement constitutes a valid and binding obligation of the Acquired Fund enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws relating to or affecting creditors’ rights and to general equity principles;
(m) The information to be furnished by the Acquired Fund for use in applications for orders, registration statements or proxy materials or for use in any other document filed or to be filed with any federal, state or local regulatory authority (including the Financial Industry Regulatory Authority (“FINRA”)), which may be necessary in connection with the transactions contemplated hereby, shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations applicable thereto;
(n) The current prospectuses and statement of additional information of the Acquired Fund conform in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder and do not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading; and
(o) The Registration Statement referred to in section 5.7, insofar as it relates to the Acquired Fund, will, on the effective date of the Registration Statement and on the Closing Date, (i) comply in all material respects with the provisions and regulations of the 1933 Act, the 1934 Act and the 1940 Act, as applicable, and (ii) not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements are made, not materially misleading; provided, however, that the representations and warranties in this section shall not apply to statements in or omissions from the Registration Statement made in reliance upon and in conformity with information that was furnished or should have been furnished by the Acquiring Fund for use therein.
A-7
4.2 The Acquiring Corporation, on behalf of the Acquiring Fund, represents and warrants to the Acquired Fund as follows:
(a) The Acquiring Corporation is a Maryland corporation duly organized and validly existing under the laws of the State of Maryland with power under the Acquiring Corporation’s Articles of Amendment and Restatement, as amended, to own all of its properties and assets and to carry on its business as it is now being conducted and to carry out the Agreement. The Acquiring Fund is a separate series of the Acquiring Corporation duly designated in accordance with the applicable provisions of the Acquiring Corporation’s Articles of Amendment and Restatement, as amended. The Acquiring Corporation and Acquiring Fund are qualified to do business in all jurisdictions in which they are required to be so qualified, except jurisdictions in which the failure to so qualify would not have a material adverse effect on the Acquiring Corporation or Acquiring Fund. The Acquiring Fund has all material federal, state and local authorizations necessary to own all of the properties and assets and to carry on its business as now being conducted, except authorizations which the failure to so obtain would not have a material adverse effect on the Acquiring Fund;
(b) The Acquiring Corporation is registered with the Commission as an open-end management investment company under the 1940 Act, and such registration is in full force and effect and the Acquiring Fund is in compliance in all material respects with the 1940 Act and the rules and regulations thereunder;
(c) No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Acquiring Fund of the transactions contemplated herein, except such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act and such as may be required by state securities laws;
(d) The Acquiring Corporation is not, and the execution, delivery and performance of this Agreement by the Acquiring Corporation will not result (i) in violation of Maryland law or of the Acquiring Corporation’s Articles of Amendment and Restatement, as amended, or By-Laws, as amended, (ii) in a violation or breach of, or constitute a default under, any material agreement, indenture, instrument, contract, lease or other undertaking known to counsel to which the Acquiring Fund is a party or by which it is bound, and the execution, delivery and performance of this Agreement by the Acquiring Fund will not result in the acceleration of any obligation, or the imposition of any penalty, under any agreement, indenture, instrument, contract, lease, judgment or decree to which the Acquiring Fund is a party or by which it is bound, or (iii) in the creation or imposition of any lien, charge or encumbrance on any property or assets of the Acquiring Fund;
(e) Other than as disclosed on a schedule provided by the Acquiring Fund, no material litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or to its knowledge threatened against the Acquiring Fund or any properties or assets held by it. The Acquiring Fund knows of no facts which might form the basis for the institution of such proceedings which would materially and adversely affect its business, other than as disclosed in the foregoing schedule, and is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its business or its ability to consummate the transactions herein contemplated;
A-8
(f) The Statements of Assets and Liabilities, Operations, and Changes in Net Assets, the Financial Highlights, and the Investment Portfolio of the Acquiring Fund at and for the fiscal year ended November 30, 2007, have been audited by Ernst & Young LLP, Independent Registered Public Accounting Firm, and are in accordance with GAAP consistently applied, and such statements (a copy of each of which has been furnished to the Acquired Fund) present fairly, in all material respects, the financial position of the Acquiring Fund as of such date in accordance with GAAP, and there are no known contingent liabilities of the Acquiring Fund required to be reflected on a statement of assets and liabilities (including the notes thereto) in accordance with GAAP as of such date not disclosed therein;
(g) Since November 30, 2007, there has not been any material adverse change in the Acquiring Fund’s financial condition, assets, liabilities or business other than changes occurring in the ordinary course of business, or any incurrence by the Acquiring Fund of indebtedness maturing more than one year from the date such indebtedness was incurred except as otherwise disclosed to and accepted in writing by the Acquired Fund. For purposes of this subsection (g), a decline in net asset value per share of the Acquiring Fund due to declines in market values of securities in the Acquiring Fund’s portfolio, the discharge of Acquiring Fund liabilities, or the redemption of Acquiring Fund shares by Acquiring Fund shareholders shall not constitute a material adverse change;
(h) At the date hereof and at the Closing Date, all federal and other tax returns and reports of the Acquiring Fund required by law to have been filed by such dates (including any extensions) shall have been filed and are or will be correct in all material respects, and all federal and other taxes shown as due or required to be shown as due on said returns and reports shall have been paid or provision shall have been made for the payment thereof, and, to the best of the Acquiring Fund’s knowledge, no such return is currently under audit and no assessment has been asserted with respect to such returns;
(i) For each taxable year of its operation, the Acquiring Fund has met the requirements of Subchapter M of the Code for qualification as a regulated investment company and has elected to be treated as such, has been eligible to and has computed its federal income tax under Section 852 of the Code, and will do so for the taxable year including the Closing Date;
(j) All issued and outstanding shares of the Acquiring Fund (i) have been offered and sold in every state and the District of Columbia in compliance in all material respects with applicable registration requirements of the 1933 Act and state securities laws and (ii) are, and on the Closing Date will be, duly and validly issued and outstanding, fully paid and non-assessable, and not subject to preemptive or dissenter’s rights. The Acquiring Fund does not have outstanding any options, warrants or other rights to subscribe for or purchase any of the Acquiring Fund Shares, nor is there outstanding any security convertible into any of the Acquiring Fund Shares;
(k) The Acquiring Fund Shares to be issued and delivered to the Acquired Fund, for the account of the Acquired Fund Shareholders, pursuant to the terms of this Agreement, will at the Closing Date have been duly authorized and, when so issued and delivered, will be duly and validly issued and outstanding Acquiring Fund Shares, and will be fully paid and non-assessable.
A-9
(l) At the Closing Date, the Acquiring Fund will have good and marketable title to the Acquiring Fund’s assets, free of any liens or other encumbrances, except those liens or encumbrances as to which the Acquired Fund has received notice at or prior to the Closing;
(m) The execution, delivery and performance of this Agreement will have been duly authorized prior to the Closing Date by all necessary action on the part of the Board members of the Acquiring Corporation (including the determinations required by Rule 17a-8(a) under the 1940 Act) and this Agreement will constitute a valid and binding obligation of the Acquiring Corporation, on behalf of the Acquiring Fund, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws relating to or affecting creditors’ rights and to general equity principles;
(n) The information to be furnished by the Acquiring Fund for use in applications for orders, registration statements or proxy materials or for use in any other document filed or to be filed with any federal, state or local regulatory authority (including FINRA), which may be necessary in connection with the transactions contemplated hereby, shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations applicable thereto;
(o) The current prospectuses and statement of additional information of the Acquiring Fund with respect to Class A, Class B, Class C and Institutional Class shares conform in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder and do not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading;
(p) The Registration Statement, only insofar as it relates to the Acquiring Fund, will, on the effective date of the Registration Statement and on the Closing Date, (i) comply in all material respects with the provisions and regulations of the 1933 Act, the 1934 Act, and the 1940 Act and (ii) not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not materially misleading; provided, however, that the representations and warranties in this section shall not apply to statements in or omissions from the Registration Statement made in reliance upon and in conformity with information that was furnished or should have been furnished by the Acquired Fund for use therein; and
(q) The Acquiring Fund agrees to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state securities laws as may be necessary in order to continue its operations after the Closing Date.
5. Covenants of the Acquiring Fund and the Acquired Fund
5.1 The Acquiring Fund and the Acquired Fund each covenants to operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business will include (i) the
A-10
declaration and payment of customary dividends and other distributions and (ii) such changes as are contemplated by the Funds’ normal operations. No party shall take any action that would, or reasonably would be expected to, result in any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect. The Acquired Fund and Acquiring Corporation covenant and agree to coordinate the respective portfolios of the Acquired Fund and Acquiring Fund from the date of the Agreement up to and including the Closing Date in order that at Closing, when the Assets are added to the Acquiring Fund’s portfolio, the resulting portfolio will meet the Acquiring Fund’s investment objective, policies, strategies and restrictions, as set forth in the Acquiring Fund’s prospectuses for Class A, Class B, Class C and Institutional Class shares, copies of which have been delivered to the Acquired Fund.
5.2 Upon reasonable notice, the Acquiring Corporation’s officers and agents shall have reasonable access to the Acquired Fund’s books and records necessary to maintain current knowledge of the Acquired Fund and to ensure that the representations and warranties made by the Acquired Fund are accurate.
5.3 The Acquired Fund covenants to call a meeting of the Acquired Fund Shareholders entitled to vote thereon to consider and act upon this Agreement and to take all other reasonable action necessary to obtain approval of the transactions contemplated herein. Such meeting shall be scheduled for no later than December 16, 2008.
5.4 The Acquired Fund covenants that the Acquiring Fund Shares to be issued hereunder are not being acquired for the purpose of making any distribution thereof other than in accordance with the terms of this Agreement.
5.5 The Acquired Fund covenants that it will assist the Acquiring Fund in obtaining such information as the Acquiring Fund reasonably requests concerning the beneficial ownership of the Acquired Fund shares.
5.6 Subject to the provisions of this Agreement, the Acquiring Fund and the Acquired Fund will each take, or cause to be taken, all actions, and do or cause to be done, all things reasonably necessary, proper, and/or advisable to consummate and make effective the transactions contemplated by this Agreement.
5.7 Each Fund covenants to prepare in compliance with the 1933 Act, the 1934 Act and the 1940 Act the Registration Statement on Form N-14 (the “Registration Statement”) in connection with the meeting of the Acquired Fund Shareholders to consider approval of this Agreement and the transactions contemplated herein. The Acquiring Corporation will file the Registration Statement, including a proxy statement, with the Commission. The Acquired Fund will provide the Acquiring Fund with information reasonably necessary for the preparation of a prospectus, which will include a proxy statement, all to be included in the Registration Statement, in compliance in all material respects with the 1933 Act, the 1934 Act and the 1940 Act.
5.8 The Acquired Fund covenants that it will, from time to time, as and when reasonably requested by the Acquiring Fund, execute and deliver or cause to be executed and delivered all such assignments and other instruments, and will take or cause to be taken such further action as the Acquiring Fund may reasonably deem necessary or desirable in order to vest in and confirm the Acquiring Fund’s title to and possession of all the Assets and otherwise to carry out the intent and purpose of this Agreement.
A-11
5.9 The Acquiring Fund covenants to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act and 1940 Act, and such of the state securities laws as it deems appropriate in order to continue its operations after the Closing Date and to consummate the transactions contemplated herein; provided, however, that the Acquiring Fund may take such actions it reasonably deems advisable after the Closing Date as circumstances change.
5.10 The Acquiring Fund covenants that it will, from time to time, as and when reasonably requested by the Acquired Fund, execute and deliver or cause to be executed and delivered all such assignments, assumption agreements, releases, and other instruments, and will take or cause to be taken such further action, as the Acquired Fund may reasonably deem necessary or desirable in order to (i) vest and confirm to the Acquired Fund title to and possession of all Acquiring Fund Shares to be transferred to the Acquired Fund pursuant to this Agreement and (ii) assume all of the liabilities of the Acquired Fund.
5.11 As soon as reasonably practicable after the Closing, the Acquired Fund shall make a liquidating distribution to its shareholders consisting of the Acquiring Fund Shares received at the Closing.
5.12 The Acquiring Fund and the Acquired Fund shall each use its reasonable best efforts to fulfill or obtain the fulfillment of the conditions precedent to effect the transactions contemplated by this Agreement as promptly as practicable.
5.13 The intention of the parties is that the transaction will qualify as a reorganization within the meaning of Section 368(a) of the Code. Neither the Acquired Fund, the Acquiring Corporation nor the Acquiring Fund shall take any action, or cause any action to be taken (including, without limitation, the filing of any tax return) that is inconsistent with such treatment or results in the failure of the transaction to qualify as a reorganization within the meaning of Section 368(a) of the Code. At or prior to the Closing Date, the Acquired Fund, the Acquiring Corporation and the Acquiring Fund will take such action, or cause such action to be taken, as is reasonably necessary to enable Willkie Farr & Gallagher LLP to render the tax opinion contemplated herein in section 8.5.
5.14 At or immediately prior to the Closing, the Acquired Fund will declare and pay to its shareholders a dividend or other distribution in an amount large enough so that it will have distributed substantially all (and in any event not less than 98%) of its investment company taxable income (computed without regard to any deduction for dividends paid) and realized net capital gain, if any, for the current taxable year through the Closing Date.
5.15 The Acquiring Fund agrees to identify in writing prior to the Closing Date any assets of the Acquired Fund that it does not wish to acquire because they are not consistent with the current investment objective, policies, restrictions and strategies of the Acquiring Fund, and the Acquired Fund agrees to dispose of such assets prior to the Closing Date. The Acquiring Fund agrees to identify in writing prior to the Closing Date any assets that it would like the Acquired Fund to purchase, consistent with the Acquiring Fund’s investment objective, policies, restrictions and strategies, and the Acquired Fund agrees to purchase such assets pursuant to the Acquiring Fund’s investment objective, policies, restrictions and strategies prior to the Closing Date.
A-12
6. Conditions Precedent to Obligations of the Acquired Fund
The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions:
6.1 All representations and warranties of the Acquiring Corporation, on behalf of the Acquiring Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date, with the same force and effect as if made on and as of the Closing Date; and there shall be (i) no pending or threatened litigation brought by any person (other than the Acquired Fund, its adviser or any of their affiliates) against the Acquiring Fund or its investment adviser(s), Board members or officers arising out of this Agreement and (ii) no facts known to the Acquiring Fund which the Acquiring Fund reasonably believes might result in such litigation.
6.2 The Acquiring Fund shall have delivered to the Acquired Fund on the Closing Date a certificate executed in its name by the Acquiring Corporation’s President or a Vice President, in a form reasonably satisfactory to the Acquired Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Acquiring Corporation, on behalf of the Acquiring Fund, made in this Agreement are true and correct on and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as the Acquired Fund shall reasonably request.
6.3 The Acquired Fund shall have received on the Closing Date an opinion of Vedder Price P.C., in a form reasonably satisfactory to the Acquired Fund, and dated as of the Closing Date, to the effect that:
(a) the Acquiring Corporation has been formed and is an existing corporation;
(b) the Acquiring Fund has the power to carry on its business as presently conducted in accordance with the description thereof in the Acquiring Corporation’s registration statement under the 1940 Act;
(c) the Agreement has been duly authorized, executed and delivered by the Acquiring Corporation, on behalf of the Acquiring Fund, and constitutes a valid and legally binding obligation of the Acquiring Corporation, on behalf of the Acquiring Fund, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and laws of general applicability relating to or affecting creditors’ rights and to general equity principles;
(d) the execution and delivery of the Agreement by the Acquiring Corporation, on behalf of the Acquiring Fund, did not, and the issuance of Acquiring Fund Shares pursuant to the Agreement will not, violate the Acquiring Corporation’s Articles of Amendment and Restatement, as amended, or By-laws, as amended; and
(e) to the knowledge of such counsel, and without any independent investigation, (i) other than as disclosed on the schedule provided by the Acquiring Fund pursuant to section 4.2(e) of the Agreement, the Acquiring Fund is not subject
A-13
to any litigation or other proceedings that might have a materially adverse effect on the operations of the Acquiring Fund, (ii) the Acquiring Corporation is registered as an investment company under the 1940 Act and no stop order suspending the effectiveness of its registration statement has been issued under the 1933 Act and no order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act has been issued, and (iii) all regulatory consents, authorizations, approvals or filings required to be obtained or made by the Acquiring Fund under the federal laws of the United States or the laws of the State of Maryland for the issuance of Acquiring Fund Shares, pursuant to the Agreement have been obtained or made.
The delivery of such opinion is conditioned upon receipt by Vedder Price P.C. of customary representations it shall reasonably request of each of the Acquiring Corporation and the Acquired Fund.
6.4 The Acquiring Fund shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Acquiring Fund on or before the Closing Date.
7. Conditions Precedent to Obligations of the Acquiring Fund
The obligations of the Acquiring Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquired Fund of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions:
7.1 All representations and warranties of the Acquired Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date, with the same force and effect as if made on and as of the Closing Date; and there shall be (i) no pending or threatened litigation brought by any person (other than the Acquiring Fund, its adviser or any of their affiliates) against the Acquired Fund or its investment adviser, trustees or officers arising out of this Agreement and (ii) no facts known to the Acquired Fund which the Acquired Fund reasonably believes might result in such litigation.
7.2 The Acquired Fund shall have delivered to the Acquiring Fund a statement of the Acquired Fund’s assets and liabilities as of the Closing Date, certified by the Treasurer of the Acquired Fund.
7.3 The Acquired Fund shall have delivered to the Acquiring Fund on the Closing Date a certificate executed in its name by the Acquired Fund’s President or a Vice President, in a form reasonably satisfactory to the Acquiring Corporation, on behalf of the Acquiring Fund, and dated as of the Closing Date, to the effect that the representations and warranties of the Acquired Fund made in this Agreement are true and correct on and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as the Acquiring Fund shall reasonably request.
7.4 The Acquiring Fund shall have received on the Closing Date an opinion of Willkie Farr & Gallagher LLP in a form reasonably satisfactory to the Acquiring Fund, and dated as of the Closing Date, to the effect that:
(a) the Acquired Fund has been formed and is a validly existing corporation;
A-14
(b) the Acquired Fund has the power to carry on its business as presently conducted in accordance with the description thereof in the Acquired Fund’s registration statement under the 1940 Act;
(c) the Agreement has been duly authorized, executed and delivered by the Acquired Fund and constitutes a valid and legally binding obligation of the Acquired Fund enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and laws of general applicability relating to or affecting creditors’ rights and to general equity principles;
(d) the execution and delivery of the Agreement did not, and the exchange of the Acquired Fund’s assets for Acquiring Fund Shares pursuant to the Agreement will not, violate the Acquired Fund’s Articles of Amendment and Restatement or By-laws, as amended; and
(e) to the knowledge of such counsel, and without any independent investigation, (i) other than as disclosed on the schedule provided by the Acquired Fund pursuant to section 4.1(e) of the Agreement, the Acquired Fund is not subject to any litigation or other proceedings that might have a materially adverse effect on the operations of the Acquired Fund, (ii) the Acquired Fund is registered as an investment company with the Commission and is not subject to any stop order, and (iii) all regulatory consents, authorizations, approvals or filings required to be obtained or made by the Acquired Fund under the federal laws of the United States or the laws of State of Maryland the exchange of the Acquired Fund’s assets for Acquiring Fund Shares, pursuant to the Agreement have been obtained or made.
The delivery of such opinion is conditioned upon receipt by Willkie Farr & Gallagher LLP of customary representations it shall reasonably request of each of the Acquiring Corporation and the Acquired Fund.
7.5 The Acquired Fund shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Acquired Fund on or before the Closing Date.
8. Further Conditions Precedent to Obligations of the Acquiring Fund and the Acquired Fund
If any of the conditions set forth below have not been met on or before the Closing Date with respect to the Acquired Fund or the Acquiring Fund, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement:
8.1 This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the holders of the outstanding shares of the Acquired Fund in accordance with the provisions of the Acquired Fund’s Articles of Amendment and Restatement and By-Laws, as amended, applicable Maryland law and the 1940 Act, and certified copies of the resolutions evidencing such approval shall have been delivered to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the conditions set forth in this section 8.1.
A-15
8.2 On the Closing Date, no action, suit or other proceeding shall be pending or to its knowledge threatened before any court or governmental agency in which it is sought to restrain or prohibit, or obtain material damages or other relief in connection with, this Agreement or the transactions contemplated herein.
8.3 All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities deemed necessary by the Acquiring Fund or the Acquired Fund to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of the Acquiring Fund or the Acquired Fund, provided that either party hereto may for itself waive any of such conditions.
8.4 The Registration Statement shall have become effective under the 1933 Act and no stop orders suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act.
8.5 The parties shall have received an opinion of Willkie Farr & Gallagher LLP addressed to each of the Acquiring Fund and the Acquired Fund, in a form reasonably satisfactory to each such party to this Agreement, substantially to the effect that, based upon certain facts, assumptions and representations of the parties, for federal income tax purposes: (i) the acquisition by Acquiring Fund of all of the assets of Acquired Fund solely in exchange for Acquiring Fund Shares and the assumption by Acquiring Fund of all of the liabilities of Acquired Fund, followed by the distribution by Acquired Fund to its shareholders of Acquiring Fund Shares in complete liquidation of Acquired Fund, all pursuant to the Agreement, constitutes a reorganization within the meaning of Section 368(a) of the Code, and Acquiring Fund and Acquired Fund will each be a “party to a reorganization” within the meaning of Section 368(b) of the Code; (ii) under Section 361 of the Code, Acquired Fund will not recognize gain or loss upon the transfer of its assets to Acquiring Fund in exchange for Acquiring Fund Shares and the assumption of the Acquired Fund liabilities by Acquiring Fund, and Acquired Fund will not recognize gain or loss upon the distribution to its shareholders of the Acquiring Fund Shares in liquidation of Acquired Fund; (iii) under Section 354 of the Code, shareholders of Acquired Fund will not recognize gain or loss on the receipt of Acquiring Fund Shares solely in exchange for Acquired Fund shares; (iv) under Section 358 of the Code, the aggregate basis of the Acquiring Fund Shares received by each shareholder of Acquired Fund will be the same as the aggregate basis of Acquired Fund shares exchanged therefor; (v) under Section 1223(1) of the Code, the holding period of the Acquiring Fund Shares received by each Acquired Fund shareholder will include the holding period of Acquired Fund shares exchanged therefor, provided that the Acquired Fund shareholder held the Acquired Fund shares at the time of the reorganization as a capital asset; (vi) under Section 1032 of the Code, Acquiring Fund will not recognize gain or loss upon the receipt of assets of Acquired Fund in exchange for Acquiring Fund Shares and the assumption by Acquiring Fund of all of the liabilities of Acquired Fund; (vii) under Section 362(b) of the Code, the basis of the assets of Acquired Fund transferred to Acquiring Fund in the reorganization will be the same in the hands of Acquiring Fund as the basis of such assets in the hands of Acquired Fund immediately prior to the transfer; and (viii) under Section 1223(2) of the Code, the holding periods of the assets of Acquired Fund transferred to Acquiring Fund in the reorganization in the hands of
A-16
Acquiring Fund will include the periods during which such assets were held by Acquired Fund. The delivery of such opinion is conditioned upon receipt by Willkie Farr & Gallagher LLP of representations it shall reasonably request of each of the Acquiring Corporation and Acquired Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the condition set forth in this Section 8.5.
9. Indemnification
9.1 The Acquiring Fund agrees to indemnify and hold harmless the Acquired Fund and each of the Acquired Fund’s directors and officers from and against any and all losses, claims, damages, liabilities or expenses (including, without limitation, the payment of reasonable legal fees and reasonable costs of investigation) to which jointly and severally, the Acquired Fund or any of its directors or officers may become subject, insofar as any such loss, claim, damage, liability or expense (or actions with respect thereto) arises out of or is based on any breach by the Acquiring Fund of any of its representations, warranties, covenants or agreements set forth in this Agreement.
9.2 The Acquired Fund agrees to indemnify and hold harmless the Acquiring Fund and each of the Acquiring Corporation’s directors and officers from and against any and all losses, claims, damages, liabilities or expenses (including, without limitation, the payment of reasonable legal fees and reasonable costs of investigation) to which jointly and severally, the Acquiring Corporation or any of its directors or officers may become subject, insofar as any such loss, claim, damage, liability or expense (or actions with respect thereto) arises out of or is based on any breach by the Acquired Fund of any of its representations, warranties, covenants or agreements set forth in this Agreement.
10. Fees and Expenses
10.1 The Acquiring Corporation, on behalf of the Acquiring Fund, and the Acquired Fund represents and warrants to the other that it has no obligations to pay any brokers or finders fees in connection with the transactions provided for herein.
10.2 The Acquired Fund will bear all the expenses associated with the Reorganization, including, but not limited to, any transaction costs payable by the Acquired Fund in connection with the reconfiguration of its portfolio, as designated by the Acquiring Fund, in anticipation of the Reorganization. DIMA agrees to bear expenses incurred by the Acquired Fund in connection with the Reorganization to the extent such expenses exceed $843,000 during the one year period following the Reorganization.
11. Entire Agreement
The Acquiring Fund and the Acquired Fund agree that neither party has made any representation, warranty or covenant not set forth herein and that this Agreement constitutes the entire agreement between the parties.
12. Termination
This Agreement may be terminated and the transactions contemplated hereby may be abandoned (i) by mutual agreement of the parties, or (ii) by either party if the Closing
A-17
shall not have occurred on or before January 16, 2009, unless such date is extended by mutual agreement of the parties, or (iii) by either party if the other party shall have materially breached its obligations under this Agreement or made a material and intentional misrepresentation herein or in connection herewith. In the event of any such termination, this Agreement shall become void and there shall be no liability hereunder on the part of any party or their respective Board members or officers, except for any such material breach or intentional misrepresentation, as to each of which all remedies at law or in equity of the party adversely affected shall survive.
13. Amendments
This Agreement may be amended, modified or supplemented in such manner as may be mutually agreed upon in writing by any authorized officer of the Acquired Fund and any authorized officer of the Acquiring Fund; provided, however, that following the meeting of the Acquired Fund Shareholders called by the Acquired Fund pursuant to section 5.3 of this Agreement, no such amendment may have the effect of changing the provisions for determining the number of the Acquiring Fund Shares to be issued to the Acquired Fund Shareholders under this Agreement to the detriment of such shareholders without their further approval.
14. Notices
Any notice, report, statement or demand required or permitted by any provisions of this Agreement shall be in writing and shall be deemed duly given if delivered by hand (including by Federal Express or similar express courier) or transmitted by facsimile or three days after being mailed by prepaid registered or certified mail, return receipt requested, addressed to the Acquired Fund, 345 Park Avenue, New York, New York 10154, with a copy to Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, New York 10019, Attention: Burt Leibert, Esq., or to the Acquiring Fund, 345 Park Avenue, New York, New York 10154, with a copy to Vedder Price P.C., 222 North LaSalle Street, Chicago, Illinois 60601, Attention: David A. Sturms, Esq. or to any other address that the Acquired Fund or the Acquiring Fund shall have last designated by notice to the other party.
15. Headings; Counterparts; Assignment; Limitation of Liability
15.1 The Article and section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
15.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.
15.3 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, other than the parties hereto and the shareholders of the Acquiring Fund and the Acquired Fund and their respective successors and assigns, any rights or remedies under or by reason of this Agreement.
15.4 It is expressly agreed that the obligations of the Acquired Fund and Acquiring Corporation hereunder shall not be binding upon any of the directors,
A-18
shareholders, nominees, officers, agents, or employees of the Acquired Fund, Acquiring Corporation or the Acquiring Fund personally, but bind only the respective property of the Funds, as provided in the Acquired Fund’s and the Acquiring Corporation’s charter documents. Moreover, no series of the Acquiring Corporation other than the Acquiring Fund shall be responsible for the obligations of the Acquiring Corporation hereunder, and all persons shall look only to the assets of the Acquiring Fund to satisfy the obligations of the Acquiring Corporation hereunder. The execution and the delivery of this Agreement have been authorized by each of the Acquired Fund’s and Acquiring Corporation’s directors and this Agreement has been signed by authorized officers of each Fund acting as such, and neither such authorization by such directors, nor such execution and delivery by such officers, shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the respective property of the Funds, as provided in the Acquired Fund’s and the Acquiring Corporation’s respective charter documents.
Notwithstanding anything to the contrary contained in this Agreement, the obligations, agreements, representations and warranties with respect to each Fund shall constitute the obligations, agreements, representations and warranties of that Fund only (the “Obligated Fund”), and in no event shall any other series of the Acquiring Corporation or the assets of any such series be held liable with respect to the breach or other default by the Obligated Fund of its obligations, agreements, representations and warranties as set forth herein.
15.5 This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Maryland, without regard to its principles of conflicts of laws.
A-19
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by an authorized officer and its seal to be affixed thereto and attested by its Secretary or Assistant Secretary.
| | | | | | |
Attest:
| | | | DWS VALUE SERIES, INC., on behalf of DWS Large Cap Value Fund |
| | |
| | | | | |
Secretary | | | | By: Its: | | |
| | | | | | |
Attest: | | | | DWS EQUITY PARTNERS FUND, INC. |
| | |
| | | | | |
Secretary AGREED TO AND ACKNOWLEDGED ONLY WITH RESPECT TO SECTION 10.2 HERETO DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC. | | | | By: Its: | | |
A-20
EXHIBIT B
Financial Highlights
| | | | | | | | | | | | | | | | | | |
Class A | | 2008a | | | 2007 | | | 2006 | | | 2005 | | | 2004 | | | 2003 | |
Years Ended November 30, | | | | | | | | | | | | | | | | | | |
Selected Per Share Data | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $24.51 | | | $24.40 | | | $22.87 | | | $22.15 | | | $19.93 | | | $17.09 | |
| | | | | | | | | | | | | | | | | | |
Income (loss) from investment operations: | | | | | | | | | | | | | | | | | | |
Net investment income (loss)b | | .11 | | | .28 | | | .38 | e | | .34 | | | .30 | | | .25 | |
Net realized and unrealized gain (loss) | | .75 | | | 2.34 | | | 2.63 | | | .79 | | | 2.16 | | | 2.81 | |
| | | | | | | | | | | | | | | | | | |
Total from investment operations | | .86 | | | 2.62 | | | 3.01 | | | 1.13 | | | 2.46 | | | 3.06 | |
| | | | | | | | | | | | | | | | | | |
Less distributions from: | | | | | | | | | | | | | | | | | | |
Net investment income | | (.16 | ) | | (.36 | ) | | (.33 | ) | | (.41 | ) | | (.24 | ) | | (.22 | ) |
Net realized gains | | (4.16 | ) | | (2.15 | ) | | (1.15 | ) | | — | | | — | | | — | |
| | | | | | | | | | | | | | | | | | |
Total distributions | | (4.32 | ) | | (2.51 | ) | | (1.48 | ) | | (.41 | ) | | (.24 | ) | | (.22 | ) |
| | | | | | | | | | | | | | | | | | |
Redemption fees | | .00 | *** | | .00 | *** | | .00 | *** | | .00 | *** | | — | | | — | |
| | | | | | | | | | | | | | | | | | |
Net asset value, end of period | | $21.05 | | | $24.51 | | | $24.40 | | | $22.87 | | | $22.15 | | | $19.93 | |
| | | | | | | | | | | | | | | | | | |
Total Return (%)c | | 4.18 | ** | | 11.65 | d | | 13.98 | e | | 5.21 | d | | 12.34 | d | | 18.16 | d |
Ratios to Average Net Assets and Supplemental Data | | | | | | | | | | | | | | | | | | |
Net assets, end of period
($ millions) | | 316 | | | 300 | | | 363 | | | 364 | | | 283 | | | 152 | |
Ratio of expenses before expense reductions (%) | | 1.04 | * | | 1.00 | | | 1.02 | | | 1.06 | | | 1.32 | | | 1.30 | |
Ratio of expenses after expense reductions (%) | | 1.04 | * | | .99 | | | 1.02 | | | 1.05 | | | 1.21 | | | 1.29 | |
Ratio of net investment income (loss) (%) | | 1.07 | * | | 1.21 | | | 1.65 | e | | 1.52 | | | 1.39 | | | 1.41 | |
Portfolio turnover rate (%) | | 59 | ** | | 86 | | | 76 | | | 56 | | | 39 | | | 69 | |
| a | | For the six months ended May 31, 2008 (Unaudited). |
| b | | Based on average shares outstanding during the period. |
| c | | Total return does not reflect the effect of any sales charge. |
| d | | Total return would have been lower had certain expenses not been reduced. |
| e | | Includes nonrecurring income from the Advisor recorded as a result of an administrative proceeding regarding disclosure of brokerage allocation practices in connection with sales of DWS Funds. The nonrecurring income resulted in an increase in net investment income of $0.033 per share and an increase in the ratio of net investment income of 0.14%. Excluding this nonrecurring income, total return would have been 0.14% lower. |
| *** | | Amount is less than $.005. |
B-1
| | | | | | | | | | | | | | | | | | |
Class B | | 2008a | | | 2007 | | | 2006 | | | 2005 | | | 2004 | | | 2003 | |
Years Ended November 30, | | | | | | | | | | | | | | | | | | |
Selected Per Share Data | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $24.54 | | | $24.41 | | | $22.88 | | | $22.14 | | | $19.91 | | | $17.07 | |
| | | | | | | | | | | | | | | | | | |
Income (loss) from investment operations: | | | | | | | | | | | | | | | | | | |
Net investment income (loss)b | | .02 | | | .09 | | | .18 | e | | .14 | | | .14 | | | .11 | |
Net realized and unrealized gain (loss) | | .76 | | | 2.34 | | | 2.64 | | | .82 | | | 2.15 | | | 2.81 | |
| | | | | | | | | | | | | | | | | | |
Total from investment operations | | .78 | | | 2.43 | | | 2.82 | | | .96 | | | 2.29 | | | 2.92 | |
| | | | | | | | | | | | | | | | | | |
Less distributions from: | | | | | | | | | | | | | | | | | | |
Net investment income | | (.07 | ) | | (.15 | ) | | (.14 | ) | | (.22 | ) | | (.06 | ) | | (.08 | ) |
Net realized gains | | (4.16 | ) | | (2.15 | ) | | (1.15 | ) | | — | | | — | | | — | |
| | | | | | | | | | | | | | | | | | |
Total distributions | | (4.23 | ) | | (2.30 | ) | | (1.29 | ) | | (.22 | ) | | (.06 | ) | | (.08 | ) |
| | | | | | | | | | | | | | | | | | |
Redemption fees | | .00 | *** | | .00 | *** | | .00 | *** | | .00 | *** | | — | | | — | |
| | | | | | | | | | | | | | | | | | |
Net asset value, end of period | | $21.09 | | | $24.54 | | | $24.41 | | | $22.88 | | | $22.14 | | | $19.91 | |
| | | | | | | | | | | | | | | | | | |
Total Return (%)c | | 3.75 | ** | | 10.74 | d | | 13.04 | e | | 4.30 | d | | 11.51 | d | | 17.20 | d |
Ratios to Average Net Assets and Supplemental Data | | | | | | | | | | | | | | | | | | |
Net assets, end of period
($ millions) | | 27 | | | 30 | | | 37 | | | 48 | | | 50 | | | 50 | |
Ratio of expenses before expense reductions (%) | | 1.88 | * | | 1.83 | | | 1.89 | | | 1.98 | | | 2.21 | | | 2.16 | |
Ratio of expenses after expense reductions (%) | | 1.88 | * | | 1.82 | | | 1.89 | | | 1.90 | | | 1.96 | | | 2.11 | |
Ratio of net investment income (loss) (%) | | .23 | * | | .38 | | | .78 | e | | .67 | | | .64 | | | .59 | |
Portfolio turnover rate (%) | | 59 | ** | | 86 | | | 76 | | | 56 | | | 39 | | | 69 | |
| a | | For the six months ended May 31, 2008 (Unaudited). |
| b | | Based on average shares outstanding during the period. |
| c | | Total return does not reflect the effect of any sales charge. |
| d | | Total return would have been lower had certain expenses not been reduced. |
| e | | Includes nonrecurring income from the Advisor recorded as a result of an administrative proceeding regarding disclosure of brokerage allocation practices in connection with sales of DWS Funds. The nonrecurring income resulted in an increase in net investment income of $0.033 per share and an increase in the ratio of net investment income of 0.14%. Excluding this nonrecurring income, total return would have been 0.15% lower. |
| *** | | Amount is less than $.005. |
B-2
| | | | | | | | | | | | | | | | | | |
Class C | | 2008a | | | 2007 | | | 2006 | | | 2005 | | | 2004 | | | 2003 | |
Years Ended November 30, | | | | | | | | | | | | | | | | | | |
Selected Per Share Data | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $24.52 | | | $24.40 | | | $22.86 | | | $22.13 | | | $19.91 | | | $17.07 | |
| | | | | | | | | | | | | | | | | | |
Income (loss) from investment operations: | | | | | | | | | | | | | | | | | | |
Net investment income (loss)b | | .03 | | | .11 | | | .21 | e | | .17 | | | .14 | | | .11 | |
Net realized and unrealized gain (loss) | | .75 | | | 2.34 | | | 2.64 | | | .79 | | | 2.15 | | | 2.82 | |
| | | | | | | | | | | | | | | | | | |
Total from investment operations | | .78 | | | 2.45 | | | 2.85 | | | .96 | | | 2.29 | | | 2.93 | |
| | | | | | | | | | | | | | | | | | |
Less distributions from: | | | | | | | | | | | | | | | | | | |
Net investment income | | (.08 | ) | | (.18 | ) | | (.16 | ) | | (.23 | ) | | (.07 | ) | | (.09 | ) |
Net realized gains | | (4.16 | ) | | (2.15 | ) | | (1.15 | ) | | — | | | — | | | — | |
| | | | | | | | | | | | | | | | | | |
Total distributions | | (4.24 | ) | | (2.33 | ) | | (1.31 | ) | | (.23 | ) | | (.07 | ) | | (.09 | ) |
| | | | | | | | | | | | | | | | | | |
Redemption fees | | .00 | *** | | .00 | *** | | .00 | *** | | .00 | *** | | — | | | — | |
| | | | | | | | | | | | | | | | | | |
Net asset value, end of period | | $21.06 | | | $24.52 | | | $24.40 | | | $22.86 | | | $22.13 | | | $19.91 | |
| | | | | | | | | | | | | | | | | | |
Total Return (%)c | | 3.77 | ** | | 10.86 | d | | 13.16 | e | | 4.38 | | | 11.51 | d | | 17.23 | d |
Ratios to Average Net Assets and Supplemental Data | | | | | | | | | | | | | | | | | | |
Net assets, end of period
($ millions) | | 31 | | | 32 | | | 36 | | | 42 | | | 38 | | | 21 | |
Ratio of expenses before expense reductions (%) | | 1.80 | * | | 1.74 | | | 1.75 | | | 1.81 | | | 2.08 | | | 2.09 | |
Ratio of expenses after expense reductions (%) | | 1.80 | * | | 1.73 | | | 1.75 | | | 1.81 | | | 1.96 | | | 2.07 | |
Ratio of net investment income (loss) (%) | | .31 | * | | .47 | | | .93 | e | | .76 | | | .64 | | | .63 | |
Portfolio turnover rate (%) | | 59 | ** | | 86 | | | 76 | | | 56 | | | 39 | | | 69 | |
| a | | For the six months ended May 31, 2008 (Unaudited). |
| b | | Based on average shares outstanding during the period. |
| c | | Total return does not reflect the effect of any sales charge. |
| d | | Total return would have been lower had certain expenses not been reduced. |
| e | | Includes nonrecurring income from the Advisor recorded as a result of an administrative proceeding regarding disclosure of brokerage allocation practices in connection with sales of DWS Funds. The nonrecurring income resulted in an increase in net investment income of $0.033 per share and an increase in the ratio of net investment income of 0.14%. Excluding this nonrecurring income, total return would have been 0.15% lower. |
| *** | | Amount is less than $.005. |
B-3
| | | | | | | | | | | | | | | | | | |
Institutional Class | | 2008a | | | 2007 | | | 2006 | | | 2005 | | | 2004 | | | 2003 | |
Years Ended November 30, | | | | | | | | | | | | | | | | | | |
Selected Per Share Data | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $24.56 | | | $24.44 | | | $22.91 | | | $22.19 | | | $19.98 | | | $17.13 | |
| | | | | | | | | | | | | | | | | | |
Income (loss) from investment operations: | | | | | | | | | | | | | | | | | | |
Net investment income (loss)b | | .15 | | | .38 | | | .46 | d | | .42 | | | .37 | | | .32 | |
Net realized and unrealized gain (loss) | | .76 | | | 2.35 | | | 2.64 | | | .79 | | | 2.17 | | | 2.83 | |
| | | | | | | | | | | | | | | | | | |
Total from investment operations | | .91 | | | 2.73 | | | 3.10 | | | 1.21 | | | 2.54 | | | 3.15 | |
| | | | | | | | | | | | | | | | | | |
Less distributions from: | | | | | | | | | | | | | | | | | | |
Net investment income | | (.21 | ) | | (.46 | ) | | (.42 | ) | | (.49 | ) | | (.33 | ) | | (.30 | ) |
Net realized gains | | (4.16 | ) | | (2.15 | ) | | (1.15 | ) | | — | | | — | | | — | |
| | | | | | | | | | | | | | | | | | |
Total distributions | | (4.37 | ) | | (2.61 | ) | | (1.57 | ) | | (.49 | ) | | (.33 | ) | | (.30 | ) |
| | | | | | | | | | | | | | | | | | |
Redemption fees | | .00 | *** | | .00 | *** | | .00 | *** | | .00 | *** | | — | | | — | |
| | | | | | | | | | | | | | | | | | |
Net asset value, end of period | | $21.10 | | | $24.56 | | | $24.44 | | | $22.91 | | | $22.19 | | | $19.98 | |
| | | | | | | | | | | | | | | | | | |
Total Return (%) | | 4.41 | ** | | 12.13 | c | | 14.45 | c,d | | 5.64 | c | | 12.65 | c | | 18.73 | |
Ratios to Average Net Assets and Supplemental Data | | | | | | | | | | | | | | | | | | |
Net assets, end of period
($ millions) | | 65 | | | 61 | | | 53 | | | 35 | | | 8 | | | 13 | |
Ratio of expenses before expense reductions (%) | | .59 | * | | .58 | | | .66 | | | .68 | | | .94 | | | .87 | |
Ratio of expenses after expense reductions (%) | | .59 | * | | .57 | | | .64 | | | .66 | | | .86 | | | .87 | |
Ratio of net investment income (loss) (%) | | 1.52 | * | | 1.63 | | | 2.03 | d | | 1.91 | | | 1.74 | | | 1.83 | |
Portfolio turnover rate (%) | | 59 | ** | | 86 | | | 76 | | | 56 | | | 39 | | | 69 | |
| a | | For the six months ended May 31, 2008 (Unaudited). |
| b | | Based on average shares outstanding during the period. |
| c | | Total return would have been lower had certain expenses not been reduced. |
| d | | Includes nonrecurring income from the Advisor recorded as a result of an administrative proceeding regarding disclosure of brokerage allocation practices in connection with sales of DWS Funds. The nonrecurring income resulted in an increase in net investment income of $0.033 per share and an increase in the ratio of net investment income of 0.14%. Excluding this nonrecurring income, total return would have been 0.14% lower. |
| *** | | Amount is less than $.005. |
B-4
TABLE OF CONTENTS
Exhibit A—Form of Agreement and Plan of Reorganization
Exhibit B—Financial Highlights
Proxy card enclosed.
For more information, please call your Fund’s proxy solicitor, Computershare Fund Services, Inc., at 1-866-612-1828.
| | | | |
 | | DWS EQUITY PARTNERS FUND, INC. PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS 345 Park Avenue, 27th Floor, New York, New York 10154 3:00 p.m., Eastern time, on October 21, 2008 | | PROXY CARD |
280 Oser Avenue Hauppauge, NY
11788-3610 | | | |
The undersigned hereby appoint(s) Patricia DeFilippis, Elisa Metzger and John Millette, and each of them, with full power of substitution, as proxy or proxies of the undersigned to vote all shares of the Fund that the undersigned is entitled in any capacity to vote at the above-stated Special Meeting of Shareholders, and at any and all adjournments or postponements thereof (the “Special Meeting”), on the matter set forth in the Notice of a Special Meeting of Shareholders and on this Proxy Card, and, in their discretion, upon all matters incident to the conduct of the Special Meeting and upon such other matters as may properly be brought before the Special Meeting. This proxy revokes all prior proxies given by the undersigned.
All properly executed proxies will be voted as directed. If no instructions are indicated on a properly executed proxy, the proxy will be voted FOR approval of the Proposal. All ABSTAIN votes will be counted in determining the existence of a quorum at the Special Meeting. Receipt of the Notice of a Special Meeting of Shareholders and the related Prospectus/Proxy Statement is hereby acknowledged.
|
| VOTE VIA THE INTERNET: www.proxy-direct.com |
| VOTE VIA THE TELEPHONE: 1-866-241-6192 |
|
| Note: Joint owners should EACH sign. Please sign EXACTLY as your name(s) appears on this proxy card. When signing as attorney, trustee, executor, administrator, guardian or corporate officer, please give your FULL title as such. |
|
|
| Signature(s) (Title(s), if applicable) |
|
|
VOTING OPTIONS
Read your proxy statement and have it at hand when voting.
If you vote on the Internet or by telephone, you need not return this proxy card.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS WITH RESPECT TO YOUR FUND. THE FOLLOWING MATTER IS PROPOSED BY YOUR FUND. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL.
TO VOTE, MARK A BLOCK BELOW IN BLUE OR BLACK INK. Example:
| | | | | | | | | | |
VOTE ON PROPOSAL: | | | | | | | | |
| | | | | | FOR | | AGAINST | | ABSTAIN |
1. Approving an Agreement and Plan of Reorganization and the transactions it contemplates, including the transfer of all the assets of DWS Equity Partners Fund, Inc. (“Equity Partners Fund”) to DWS Large Cap Value Fund (“Large Cap Fund”), in exchange for shares of Large Cap Fund and the assumption by Large Cap Fund of all the liabilities of Equity Partners Fund, and the distribution of such shares, on a tax-free basis for federal income tax purposes, to the shareholders of Equity Partners Fund in complete liquidation and termination of Equity Partners Fund. | | | | ¨ | | ¨ | | ¨ |
UNLESS VOTING BY TELEPHONE OR INTERNET, PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. NO POSTAGE REQUIRED.
<PRE>
SUPPLEMENT TO THE CURRENTLY EFFECTIVE PROSPECTUSES OF EACH OF THE LISTED
FUNDS/PORTFOLIOS:
----------------------
Cash Account Trust: DWS Equity Partners Fund DWS Mid Cap Growth Fund
Government & Agency Securities Portfolio DWS Europe Equity Fund DWS Money Market Prime Series
Money Market Portfolio DWS Floating Rate Plus Fund DWS Money Market Series
Tax-Exempt Portfolio DWS Global Bond Fund DWS New York Tax-Free Income Fund
Cash Management Fund Institutional DWS Global Opportunities Fund DWS RREEF Global Infrastructure Fund
Cash Reserve Fund, Inc.: DWS Global Thematic Fund DWS RREEF Global Real Estate Securities
Prime Series DWS GNMA Fund Fund
Cash Reserves Fund Institutional DWS Gold & Precious Metals Fund DWS RREEF Real Estate Securities Fund
DWS Alternative Asset Allocation Plus Fund DWS Growth & Income Fund DWS S&P 500 Index Fund
DWS Balanced Fund DWS Health Care Fund DWS Short Duration Fund
DWS Blue Chip Fund DWS High Income Fund DWS Short Duration Plus Fund
DWS California Tax-Free Income Fund DWS High Income Plus Fund DWS Short-Term Municipal Bond Fund
DWS Capital Growth Fund DWS Inflation Protected Plus Fund DWS Small Cap Core Fund
DWS Climate Change Fund DWS Intermediate Tax/AMT Free Fund DWS Small Cap Growth Fund
DWS Commodity Securities Fund DWS International Fund DWS Small Cap Value Fund
DWS Communications Fund DWS International Select Equity Fund DWS Strategic Government Securities Fund
DWS Core Fixed Income Fund DWS International Value Opportunities DWS Strategic High Yield Tax Free Fund
DWS Core Plus Allocation Fund Fund DWS Strategic Income Fund
DWS Core Plus Income Fund DWS Japan Equity Fund DWS Target 2010 Fund
DWS Disciplined Long/Short Growth Fund DWS Large Cap Value Fund DWS Target 2011 Fund
DWS Disciplined Long/Short Value Fund DWS Large Company Growth Fund DWS Target 2012 Fund
DWS Disciplined Market Neutral Fund DWS Latin America Equity Fund DWS Target 2013 Fund
DWS Dreman Concentrated Value Fund DWS LifeCompass 2015 Fund DWS Target 2014 Fund
DWS Dreman High Return Equity Fund DWS LifeCompass 2020 Fund DWS Technology Fund
DWS Dreman Mid Cap Value Fund DWS LifeCompass 2030 Fund DWS U.S. Bond Index Fund
DWS Dreman Small Cap Value Fund DWS LifeCompass 2040 Fund DWS Value Builder Fund
DWS EAFE(R) Equity Index Fund DWS LifeCompass Income Fund Investors Cash Trust:
DWS Emerging Markets Equity Fund DWS LifeCompass Protect Fund Treasury Portfolio
DWS Emerging Markets Fixed Income Fund DWS LifeCompass Retirement Fund NY Tax Free Money Fund
DWS Enhanced S&P 500 Index Fund DWS Lifecycle Long Range Fund Tax-Exempt California Money Market Fund
DWS Equity 500 Index Fund DWS Managed Municipal Bond Fund Tax Free Money Fund Investment
DWS Equity Income Fund DWS Massachusetts Tax-Free Fund
DWS Micro Cap Fund
- ------------------------------------------------------------------------------------------------------------------------------------
On or about July 25, 2008, the following information replaces similar disclosure
under "Policies about transactions" in the "Policies You Should Know About"
section of each fund's/portfolio's prospectuses:
Each fund/portfolio accepts payment for shares only in US dollars by check drawn
on a US bank, bank or Federal Funds wire transfer or by electronic bank
transfer. Please note that a fund/portfolio does not accept payment in the
following forms: cash, money orders, traveler's checks, starter checks, checks
drawn on foreign banks or checks issued by credit card companies or
Internet-based companies. In addition, a fund/portfolio generally does not
accept third party checks. A third party check is any check not made payable
directly to DWS Investments, except for any check payable to you from one of
your other DWS accounts. Under certain circumstances, a fund/portfolio may
accept a third party check (i) for retirement plan contributions, asset
transfers and rollovers, (ii) as contributions into Uniform Gift to Minors
Act/Uniform Transfers to Minors Act accounts, (iii) payable from acceptable US
and state government agencies, and (iv) from other DWS funds (such as a
redemption or dividend check) for investment only in a similarly registered
account. Subject to the foregoing, checks should normally be payable to DWS
Investments and drawn by you or a financial institution on your behalf with your
name or account number included with the check.
Please Retain This Supplement for Future Reference
July 25, 2008
DMF-3671
[DWS INVESTMENTS LOGO]
Deutsche Bank Group
-21-
MARCH 1, 2008
PROSPECTUS
------------------
DWS LARGE CAP VALUE FUND - Classes A, B and C
DWS DREMAN CONCENTRATED VALUE FUND - Classes A, B and C
DWS DREMAN HIGH RETURN EQUITY FUND - Classes A, B, C and R
DWS DREMAN MID CAP VALUE FUND - Classes A, B and C
DWS DREMAN SMALL CAP VALUE FUND Classes A, B and C
As with all mutual funds, the Securities and Exchange Commission (SEC) does not
approve or disapprove these shares or determine whether the information in this
prospectus is truthful or complete. It is a criminal offense for anyone to
inform you otherwise.
ONE GLOBAL FORCE. ONE FOCUS. YOU. [DWS SCUDDER Logo]
Deutsche Bank Group
CONTENTS
HOW EACH FUND WORKS
4 DWS Large Cap Value Fund
12 DWS Dreman Concentrated
Value Fund
20 DWS Dreman High Return
Equity Fund
27 DWS Dreman Mid Cap Value
Fund
35 DWS Dreman Small Cap Value
Fund
42 Other Policies and Secondary
Risks
44 Who Manages and Oversees
the Funds
50 Financial Highlights
HOW TO INVEST IN THE FUNDS
67 Choosing a Share Class
74 How to Buy Class A, B and C
Shares
75 How to Exchange or Sell
Class A, B and C Shares
76 How to Buy and Sell Class R
Shares
78 Policies You Should Know
About
93 Understanding Distributions
and Taxes
97 Appendix
HOW EACH FUND WORKS
On the next few pages, you'll find information about each fund's investment
objective, the main strategies each uses to pursue that objective and the main
risks that could affect performance.
Whether you are considering investing in a fund or are already a shareholder,
you'll want to LOOK THIS INFORMATION OVER CAREFULLY. You may want to keep it on
hand for reference as well.
CLASSES A, B AND C shares are generally intended for investors seeking the
advice and assistance of a financial advisor.
Remember that mutual funds are investments, not bank deposits. They're not
insured or guaranteed by the FDIC or any other government agency. Their share
prices will go up and down, and you could lose money by investing in them.
DWS Dreman Small Cap Value Fund is closed to new investors
(see "Policies You Should Know About" for additional information).
You can find DWS prospectuses on the Internet at WWW.DWS-SCUDDER.COM (the Web
site does not form a part of this prospectus).
Class A Class B Class C
ticker symbol KDCAX KDCBX KDCCX
fund number 086 286 386
DWS LARGE CAP VALUE FUND
THE FUND'S MAIN INVESTMENT STRATEGY
The fund seeks long-term capital appreciation, with current
income as a secondary objective.
Under normal circumstances, the fund invests at least 80% of net
assets, plus the amount of any borrowings for investment purposes,
in common stocks and other equity securities of large US companies
that are similar in size to the companies in the Russell 1000 (Reg.
TM) Value Index (as of January 31, 2008, the Russell 1000 (Reg. TM)
Value Index had a median market capitalization of $4.9 billion) and
that the portfolio managers believe are undervalued. These are
typically companies that have been sound historically, but are
temporarily out of favor. The fund intends to invest primarily in
companies whose market capitalizations fall within the normal range
of the Index. Although the fund can invest in stocks of any
economic sector (which is comprised of two or more industries), at
times it may emphasize the financial services sector or other
sectors. In fact, it may invest more than 25% of total assets in a
single sector.
The fund may invest up to 20% of total assets in foreign
securities.
The fund's equity investments are mainly common stocks, but may
also include other types of equities such as preferred or
convertible stocks.
The portfolio managers begin by screening for stocks whose
price-to-earnings ratios are below the average for the S&P 500
Index. The portfolio managers then compare a company's stock price
to its book value, cash flow and yield, and analyze individual
companies to identify those that are financially sound and appear
to have strong potential for long-term growth.
4 | DWS Large Cap Value Fund
The portfolio managers assemble the fund's portfolio from among the
most attractive stocks, drawing on an analysis of economic outlooks
for various sectors and industries.
The portfolio managers will normally sell a stock when it believes
the stock's price is unlikely to go higher, its fundamental factors
have changed, other investments offer better opportunities or in
the course of adjusting its emphasis on a given industry.
OTHER INVESTMENTS. The fund is permitted, but not required, to use
various types of derivatives (contracts whose value is based on,
for example, indices, currencies or securities). Derivatives may be
used for hedging and for risk management or for non-hedging
purposes to seek to enhance potential gains. The fund may use
derivatives in circumstances where portfolio management believes
they offer an economical means of gaining exposure to a particular
asset class or to keep cash on hand to meet shareholder redemptions
or other needs while maintaining exposure to the market.
In particular, the fund may use futures, currency options and
forward currency transactions.
SECURITIES LENDING. The fund may lend its investment securities in
an amount up to 33 1/3% of its total assets to approved
institutional borrowers who need to borrow securities in order to
complete certain transactions.
DWS Large Cap Value Fund | 5
THE MAIN RISKS OF INVESTING IN THE FUND
There are several risk factors that could hurt the fund's
performance, cause you to lose money or cause the fund's
performance to trail that of other investments.
STOCK MARKET RISK. As with most stock funds, the most important
factor affecting this fund is how the stock market performs (to the
extent the fund invests in a particular market sector, the fund's
performance may be proportionately affected by that segment's
general performance). When stock prices fall, you should expect the
value of your investment to fall as well. Because a stock
represents ownership in its issuer, stock prices can be hurt by
poor management, shrinking product demand and other business risks.
These may affect single companies as well as groups of companies.
In addition, movements in financial markets may adversely affect a
stock's price, regardless of how well the company performs. The
market as a whole may not favor the types of investments the fund
makes and the fund may not be able to get an attractive price for
them.
SECURITY SELECTION RISK. A risk that pervades all investing is the
risk that the securities in the fund's portfolio may decline in
value.
VALUE INVESTING RISK. At times, "value" investing may perform
better than or worse than other investment styles and the overall
market. If the Advisor overestimates the value or return potential
of one or more common stocks, the fund may underperform the general
equity market. Value stocks may also be out of favor for certain
periods in relation to growth stocks.
INDUSTRY RISK. While the fund does not concentrate in any industry
or sector, to the extent that the fund has exposure to a given
industry or sector, any factors affecting that industry or sector
could affect the value of portfolio securities. For example,
manufacturers of consumer goods could be hurt by a rise in
unemployment or technology companies could be hurt by such factors
as market saturation, price competition and rapid obsolescence.
SECURITIES LENDING RISK. Any loss in the market price of securities
loaned by the fund that occurs during the term of the loan would be
borne by the fund and would adversely affect the fund's
performance. Also, there may be delays in
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS
This fund is designed for investors interested in diversifying a growth-oriented
portfolio or adding a core holding to a value-oriented portfolio.
6 | DWS Large Cap Value Fund
recovery of securities loaned or even a loss of rights in the
collateral should the borrower of the securities fail financially
while the loan is outstanding. However, loans will be made only to
borrowers selected by the fund's delegate after a review of
relevant facts and circumstances, including the creditworthiness of
the borrower.
Other factors that could affect performance include:
- portfolio management could be wrong in the analysis of
industries, companies, economic trends, the relative
attractiveness of different securities or other matters.
- foreign securities may be more volatile than their US
counterparts, for reasons such as currency fluctuations and
political and economic uncertainty.
- derivatives could produce disproportionate losses due to a
variety of factors, including the failure of the counterparty to
meet its obligations or unexpected price or interest rate
movements. (See "Secondary Risks" for more information.)
DWS Large Cap Value Fund | 7
THE FUND'S PERFORMANCE HISTORY
While a fund's past performance (before and after taxes) isn't necessarily a
sign of how it will do in the future, it can be valuable for an investor to
know.
The bar chart shows how the performance of the fund's Class A shares has varied
from year to year, which may give some idea of risk. The bar chart does not
reflect sales loads; if it did, total returns would be lower than those shown.
The table on the following page shows how fund performance compares to relevant
index performance (which, unlike fund performance, does not reflect fees or
expenses). The table includes the effects of maximum sales loads on fund
performance. The performance of both the fund and the index varies over time.
All figures assume reinvestment of dividends and distributions (in the case of
after-tax returns, reinvested net of assumed tax rates).
The table shows returns for Class A shares on a before-tax and after-tax basis.
After-tax returns are shown for Class A only and will vary for Classes B and C.
After-tax returns are estimates calculated using the historical highest
individual federal marginal income tax rates and do not reflect the impact of
state and local taxes. Actual after-tax returns depend on an investor's tax
situation and may differ from those shown in the table. After-tax returns shown
are not relevant for investors who hold their shares through tax-deferred
arrangements, such as 401(k) plans or individual retirement accounts.
DWS Large Cap Value Fund
ANNUAL TOTAL RETURN (%) AS OF 12/31 EACH YEAR - CLASS A (Results do not reflect
sales loads; if they did, total returns would be lower than those shown.)
[GRAPHIC APPEARS HERE]
19.17 -10.73 15.69 1.56 -15.33 32.46 9.27 1.85 15.56 12.52
1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
FOR THE PERIODS INCLUDED IN THE BAR CHART:
BEST QUARTER: 18.70%, Q2 2003 WORST QUARTER: -19.48%, Q3 2002
8 | DWS Large Cap Value Fund
AVERAGE ANNUAL TOTAL RETURNS (%) as of 12/31/2007 (Fund returns include the
effect of maximum sales load.)
1 YEAR 5 YEARS 10 YEARS
CLASS A
Return before Taxes 6.05 12.56 6.70
Return after Taxes on Distributions 2.41 11.06 5.15
Return after Taxes on Distributions
and Sale of Fund Shares 7.52* 10.72 5.22*
CLASS B (Return before Taxes) 8.81 12.83 6.43
CLASS C (Return before Taxes) 11.68 13.04 6.46
RUSSELL 1000 (Reg. TM) VALUE INDEX (reflects
no deductions for fees, expenses or
taxes) -0.17 14.63 7.68
S&P 500 INDEX (reflects no
deductions for fees, expenses or
taxes) 5.49 12.83 5.91
* Return after Taxes on Distributions and Sale of Fund Shares is higher than
other return figures for the same period due to a capital loss occurring
upon redemption resulting in an assumed tax deduction for the shareholder.
Total return would have been lower had certain expenses not been reduced.
RUSSELL 1000 (Reg. TM) VALUE INDEX is an unmanaged index that consists of
those stocks in the Russell 1000 Index with less-than-average growth
orientation. Russell 1000 (Reg. TM) Index is an unmanaged price-only index of
the 1,000 largest capitalized companies that are domiciled in the US and whose
common stocks are traded.
STANDARD & POOR'S 500 INDEX (S&P 500) is an unmanaged, capitalization-weighted
index of 500 stocks. The index is designed to measure performance of the broad
domestic economy through changes in the aggregate market value of 500 stocks
representing all major industries.
- --------------------------------------------------------------------------------
Current performance may be higher or lower than the performance data quoted
above. For more recent performance information, call your financial advisor or
(800) 621-1048 or visit our Web site at www.dws-scudder.com.
- --------------------------------------------------------------------------------
RETURN AFTER TAXES ON DISTRIBUTIONS assumes that an investor holds fund shares
at the end of the period. The return reflects taxes only on the fund's
distributions and not on a shareholder's gain or loss from selling fund shares.
RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES assumes that an
investor sold his or her fund shares at the end of the period. The return
reflects taxes on both the fund's distributions and a shareholder's gain or
loss from selling fund shares.
DWS Large Cap Value Fund | 9
HOW MUCH INVESTORS PAY
The table below describes the fees and expenses that you may pay if you buy and
hold fund shares. This information doesn't include any fees that may be charged
by your financial advisor.
FEE TABLE CLASS A CLASS B CLASS C
SHAREHOLDER FEES, paid directly from your investment
_____________________________________________________________________________________________
Maximum Sales Charge (Load) Imposed
on Purchases (as % of offering price) 5.75%1 None None
Maximum Deferred Sales Charge (Load)
(as % of redemption proceeds) None 2 4.00% 1.00%
Redemption/Exchange fee on shares
owned less than 15 days (as % of
redemption proceeds) 3 2.00 2.00 2.00
ANNUAL OPERATING EXPENSES, deducted from fund assets
_____________________________________________________________________________________________
Management Fee 0.42 % 0.42% 0.42
Distribution and/or Service (12b-1) Fee 0.23 0.99 0.98
Other Expenses 4 0.35 0.42 0.34
TOTAL ANNUAL OPERATING EXPENSES 5 1.00 1.83 1.74
1 Because of rounding in the calculation of the offering price, the actual
maximum front-end sales charge paid by an investor may be higher than the
percentage noted (see "Choosing a Share Class - Class A shares").
2 The redemption of shares purchased at net asset value under the Large Order
NAV Purchase Privilege (see "Choosing a Share Class - Class A shares") may
be subject to a contingent deferred sales charge of 1.00% if redeemed
within 12 months of purchase and 0.50% if redeemed within the following six
months.
3 This fee is charged on all applicable redemptions or exchanges. Please see
"Policies You Should Know About - Policies about transactions" for further
information.
4 "Other Expenses" include an administrative services fee paid to the Advisor
in the amount of 0.10%.
5 Through March 31, 2008, the Advisor has contractually agreed to waive all
or a portion of its management fee and reimburse or pay certain operating
expenses of the fund to the extent necessary to maintain the fund's total
operating expenses at 1.14% for Class A shares and 1.89% for Class B and
Class C shares, respectively, excluding certain expenses such as
extraordinary expenses, taxes, brokerage and interest.
10 | DWS Large Cap Value Fund
Based on the costs above, this example helps you compare the expenses of the
fund to those of other mutual funds. This example assumes the expenses above
remain the same. It also assumes that you invested $10,000, earned 5% annual
returns and reinvested all dividends and distributions. This is only an
example; actual expenses will be different.
EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
EXPENSES, assuming you sold your shares at the end of each period.
_________________________________________________________________________
Class A shares $671 $875 $1,096 $1,729
Class B shares* 586 876 1,190 1,730
Class C shares 277 548 944 2,052
EXPENSES, assuming you kept your shares.
_________________________________________________________________________
Class A shares $671 $875 $1,096 $1,729
Class B shares* 186 576 990 1,730
Class C shares 177 548 944 2,052
* Reflects conversion of Class B to Class A shares, which pay lower fees.
Conversion occurs six years after purchase.
DWS Large Cap Value Fund | 11
Class A Class B Class C
ticker symbol LOPEX LOPBX LOPCX
fund number 444 644 744
DWS DREMAN CONCENTRATED VALUE FUND
THE FUND'S MAIN INVESTMENT STRATEGY
The fund's investment objective is long-term growth of capital.
The fund seeks to achieve its objective by investing primarily in
the common stocks of large companies that the portfolio managers
believe are undervalued, but have favorable prospects for
appreciation. The fund is classified as a non-diversified portfolio
and normally invests in a core position of common stocks (normally
20 to 25 stocks) that represent the portfolio managers' best ideas.
The fund may hold a limited number of additional positions under
unusual market conditions, to accommodate large inflows or outflows
of cash, or to accumulate or reduce existing positions.
The fund may invest up to 20% of total assets in foreign securities
and up to 10% of total assets in high yield bonds ("junk" bonds).
Compared to investment-grade bonds, junk bonds generally pay higher
yields, have higher volatility and higher risk of default on
payments of interest or principal.
The fund's equity investments are mainly common stocks, but may
also include other types of equities such as preferred or
convertible stocks.
The portfolio managers begin by screening for stocks whose
price-to-earnings ratios are below the average for the S&P 500
Index. The portfolio managers then compare the company's stock
price to its book value, cash flow and yield and analyze individual
companies to identify those that are financially sound and appear
to have strong potential for long-term capital appreciation and
dividend growth. Other fundamental factors that the portfolio
managers consider are liquidity ratios, debt management, and return
on equity.
12 | DWS Dreman Concentrated Value Fund
The portfolio managers assemble the fund's portfolio from among the
most attractive stocks, drawing on an analysis of economic outlooks
for various sectors and industries. Because of the fund's emphasis
on a limited number of issuers, the fund may have greater exposure
to a particular sector or sectors than a more diversified
portfolio.
The portfolio managers may favor securities from different sectors
and industries at different times, while still maintaining variety
in terms of industries and companies represented. The portfolio
managers will normally sell a stock when it reaches a target price,
its fundamental factors have changed or when other investments
offer better opportunities.
OTHER INVESTMENTS. The fund is permitted, but not required, to use
various types of derivatives (contracts whose value is based on,
for example, indices, currencies or securities). Derivatives may be
used for hedging and for risk management or for non-hedging
purposes to seek to enhance potential gains. The fund may use
derivatives in circumstances where portfolio management believes
they offer an economical means of gaining exposure to a particular
asset class or to keep cash on hand to meet shareholder redemptions
or other needs while maintaining exposure to the market.
In particular, the fund may use futures, currency options and
forward currency transactions.
SECURITIES LENDING. The fund may lend its investment securities in
an amount up to 33 1/3% of its total assets to approved
institutional borrowers who need to borrow securities in order to
complete certain transactions.
DWS Dreman Concentrated Value Fund | 13
THE MAIN RISKS OF INVESTING IN THE FUND
There are several risk factors that could hurt the fund's
performance, cause you to lose money or cause the fund's
performance to trail that of other investments.
FOCUS RISK. A strategy of investing in a limited number of
securities may increase the volatility of the fund's investment
performance compared to a strategy of investing in a larger number
of securities.
NON-DIVERSIFICATION RISK. The fund is classified as non-diversified
under the Investment Company Act of 1940, as amended. This means
that the fund may invest in securities of relatively few issuers.
Thus, the performance of one or a small number of portfolio
holdings can affect overall performance more than if the fund
invested in a larger number of issuers.
STOCK MARKET RISK. The fund is affected by how the stock market
performs. To the extent the fund invests in a particular
capitalization or market sector, the fund's performance may be
proportionately affected by that segment's general performance. When
stock prices fall, you should expect the value of your investment to
fall as well. Because a stock represents ownership in its issuer,
stock prices can be hurt by poor management, shrinking product
demand and other business risks. These factors may affect single
companies as well as groups of companies. In addition, movements in
financial markets may adversely affect a stock's price, regardless
of how well the company performs. The market as a whole may not
favor the types of investments the fund makes, which could affect
the fund's ability to sell them at an attractive price.
SECURITY SELECTION RISK. A risk that pervades all investing is the
risk that the securities in the fund's portfolio may decline in
value.
VALUE INVESTING RISK. At times, "value" investing may perform
better than or worse than other investment styles and the overall
market. If the Advisor overestimates the value or return potential
of one or more common stocks, the fund may underperform the general
equity market. Value stocks may also be out of favor for certain
periods in relation to growth stocks.
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS
This fund is designed for long-term investors who are interested in a large-cap
value fund that invests in a limited number of issuers and who can accept
somewhat higher volatility.
14 | DWS Dreman Concentrated Value Fund
SECURITIES LENDING RISK. Any loss in the market price of securities
loaned by the fund that occurs during the term of the loan would be
borne by the fund and would adversely affect the fund's
performance. Also, there may be delays in recovery of securities
loaned or even a loss of rights in the collateral should the
borrower of the securities fail financially while the loan is
outstanding. However, loans will be made only to borrowers selected
by the fund's delegate after a review of relevant facts and
circumstances, including the creditworthiness of the borrower.
Other factors that could affect performance include:
- portfolio management could be wrong in the analysis of
industries, companies, economic trends, the relative
attractiveness of different securities or other matters.
- foreign securities may be more volatile than their US
counterparts, for reasons such as currency fluctuations and
political and economic uncertainty.
- derivatives could produce disproportionate losses due to a
variety of factors, including the failure of the counterparty to
meet its obligations or unexpected price or interest rate
movements. (See "Secondary Risks" for more information.)
DWS Dreman Concentrated Value Fund | 15
THE FUND'S PERFORMANCE HISTORY
While a fund's past performance (before and after taxes) isn't necessarily a
sign of how it will do in the future, it can be valuable for an investor to
know.
The bar chart shows how the performance of the fund's Class A shares has varied
from year to year, which may give some idea of risk. The bar chart does not
reflect sales loads; if it did, total returns would be lower than those shown.
The table on the following page shows how fund performance compares to relevant
index performance (which, unlike fund performance, does not reflect fees or
expenses). The table includes the effects of maximum sales loads on fund
performance. The performance of both the fund and the index varies over time.
All figures assume reinvestment of dividends and distributions (in the case of
after-tax returns, reinvested net of assumed tax rates).
The table shows returns for Class A shares on a before-tax and after-tax basis.
After-tax returns are shown for Class A only and will vary for Classes B and C.
After-tax returns are estimates calculated using the historical highest
individual federal marginal income tax rates and do not reflect the impact of
state and local taxes. Actual after-tax returns depend on an investor's tax
situation and may differ from those shown in the table. After-tax returns shown
are not relevant for investors who hold their shares through tax-deferred
arrangements, such as 401(k) plans or individual retirement accounts.
DWS Dreman Concentrated Value Fund
ANNUAL TOTAL RETURN (%) AS OF 12/31 EACH YEAR - CLASS A (Results do not reflect
sales loads; if they did, total returns would be lower than those shown.)
[GRAPHIC APPEARS HERE]
18.56 2.54
2006 2007
FOR THE PERIODS INCLUDED IN THE BAR CHART:
BEST QUARTER: 7.89%, Q2 2007 WORST QUARTER: -4.53%, Q4 2007
16 | DWS Dreman Concentrated Value Fund
AVERAGE ANNUAL TOTAL RETURNS (%) as of 12/31/2007 (Fund returns include the
effects of maximum sales load.)
1 YEAR SINCE INCEPTION*
CLASS A
Return before Taxes -3.35 7.16
Return after Taxes on Distributions -4.71 6.38
Return after Taxes on Distributions
and Sale of Fund Shares -1.23** 5.92
CLASS B (Return before Taxes) -1.19 7.85
CLASS C (Return before Taxes) 1.67 8.92
RUSSELL 1000 (Reg. TM) VALUE INDEX (reflects
no deductions for fees, expenses or
taxes) -0.17 10.62
S&P 500 INDEX (reflects no
deductions for fees, expenses or
taxes) 5.49 10.49
* Inception date for the fund was June 2, 2005. Index comparison begins on
May 31, 2005.
** Returns after Taxes on Distributions and Sale of Fund Shares is higher
than other return figures for the same period due to a capital loss
occurring upon redemption resulting in an assumed tax deduction to the
shareholder.
Total return would have been lower had certain expenses not been reduced.
RUSSELL 1000 (Reg. TM) VALUE INDEX is an unmanaged index that consists of
those stocks in the Russell 1000 Index with less-than-average growth
orientation. Russell 1000 (Reg. TM) Index is an unmanaged price-only index of
the 1,000 largest capitalized companies that are domiciled in the US and whose
common stocks are traded.
STANDARD & POOR'S 500 INDEX (S&P 500) is an unmanaged, capitalization-weighted
index of 500 stocks. The index is designed to measure performance of the broad
domestic economy through changes in the aggregate market value of 500 stocks
representing all major industries.
- --------------------------------------------------------------------------------
Current performance may be higher or lower than the performance data quoted
above. For more recent performance information, call your financial advisor or
(800) 621-1048 or visit our Web site at www.dws-scudder.com.
- --------------------------------------------------------------------------------
RETURN AFTER TAXES ON DISTRIBUTIONS assumes that an investor holds fund shares
at the end of the period. The return reflects taxes only on the fund's
distributions and not on a shareholder's gain or loss from selling fund shares.
RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES assumes that an
investor sold his or her fund shares at the end of the period. The return
reflects taxes on both the fund's distributions and a shareholder's gain or
loss from selling fund shares.
DWS Dreman Concentrated Value Fund | 17
HOW MUCH INVESTORS PAY
The table below describes the fees and expenses that you may pay if you buy and
hold fund shares. This information doesn't include any fees that may be charged
by your financial advisor.
FEE TABLE CLASS A CLASS B CLASS C
SHAREHOLDER FEES, paid directly from your investment
_____________________________________________________________________________________________
Maximum Sales Charge (Load) Imposed
on Purchases (as % of offering price) 5.75%1 None None
Maximum Deferred Sales Charge (Load)
(as % of redemption proceeds) None 2 4.00% 1.00%
Redemption/Exchange fee on shares
owned less than 15 days (as % of
redemption proceeds) 3 2.00 2.00 2.00
ANNUAL OPERATING EXPENSES, deducted from fund assets
_____________________________________________________________________________________________
Management Fee 0.80 % 0.80% 0.80%
Distribution and/or Service (12b-1) Fee 0.24 0.99 0.99
Other Expenses 0.56 0.60 0.53
TOTAL ANNUAL OPERATING EXPENSES 1.60 2.39 2.32
Less Expense Waiver/Reimbursement 4 0.29 0.33 0.26
NET ANNUAL OPERATING EXPENSES 4 1.31 2.06 2.06
1 Because of rounding in the calculation of the offering price, the actual
maximum front-end sales charge paid by an investor may be higher than the
percentage noted (see "Choosing a Share Class - Class A shares").
2 The redemption of shares purchased at net asset value under the Large Order
NAV Purchase Privilege (see "Choosing a Share Class - Class A shares") may
be subject to a contingent deferred sales charge of 1.00% if redeemed
within 12 months of purchase and 0.50% if redeemed within the following six
months.
3 This fee is charged on all applicable redemptions or exchanges. Please see
"Policies You Should Know About - Policies about transactions" for further
information.
4 Through February 28, 2009, the Advisor has contractually agreed to waive
all or a portion of its management fee and reimburse or pay certain
operating expenses of the fund so that the total operating expenses will
not exceed 1.31% for Class A shares and 2.06% for both Class B and Class C
shares, respectively, excluding certain expenses such as extraordinary
expenses, taxes, brokerage and interest.
18 | DWS Dreman Concentrated Value Fund
Based on the costs above (including one year of capped expense in each period),
this example helps you compare the expenses of the fund to those of other
mutual funds. This example assumes the expenses above remain the same. It also
assumes that you invested $10,000, earned 5% annual returns and reinvested all
dividends and distributions. This is only an example; actual expenses will be
different.
EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
EXPENSES, assuming you sold your shares at the end of each period.
_________________________________________________________________________
Class A shares $701 $1,024 $1,370 $2,343
Class B shares* 609 1,014 1,446 2,324
Class C shares 309 700 1,217 2,636
EXPENSES, assuming you kept your shares.
_________________________________________________________________________
Class A shares $701 $1,024 $1,370 $2,343
Class B shares* 209 714 1,246 2,324
Class C shares 209 700 1,217 2,636
* Reflects conversion of Class B to Class A shares, which pay lower fees.
Conversion occurs six years after purchase.
DWS Dreman Concentrated Value Fund | 19
Class A Class B Class C Class R
ticker symbol KDHAX KDHBX KDHCX KDHRX
fund number 087 287 387 1506
DWS DREMAN HIGH RETURN EQUITY FUND
THE FUND'S MAIN INVESTMENT STRATEGY
The fund seeks to achieve a high rate of total return.
Under normal circumstances, the fund invests at least 80% of net
assets, plus the amount of any borrowings for investment purposes,
in equity securities (mainly common stocks). The fund focuses on
stocks of large US companies that are similar in size to the
companies in the S&P 500 Index (as of January 31, 2008, the S&P 500
Index had a median market capitalization of $11.8 billion) and that
the portfolio managers believe are undervalued. The fund intends to
invest primarily in companies whose market capitalizations fall
within the normal range of the Index. Although the fund can invest
in stocks of any economic sector, at times it may emphasize the
financial services sector or other sectors. In fact, it may invest
more than 25% of total assets in a single sector.
The fund may invest up to 20% of total assets in foreign
securities.
The fund's equity investments are mainly common stocks, but may
also include other types of equities such as preferred or
convertible stocks.
The portfolio managers begin by screening for stocks whose
price-to-earnings ratios are below the average for the S&P 500
Index. The portfolio managers then compare a company's stock price
to its book value, cash flow and yield and analyze individual
companies to identify those that are financially sound and appear
to have strong potential for long-term growth and income.
The portfolio managers assemble the fund's portfolio from among the
most attractive stocks, drawing on an analysis of economic outlooks
for various sectors and industries.
The portfolio managers will normally sell a stock when it reaches a
target price, its fundamental factors have changed or when other
investments offer better opportunities.
20 | DWS Dreman High Return Equity Fund
OTHER INVESTMENTS. The fund is permitted, but not required, to use
various types of derivatives (contracts whose value is based on,
for example, indices, currencies or securities). Derivatives may be
used for hedging and for risk management or for non-hedging
purposes to seek to enhance potential gains. The fund may use
derivatives in circumstances where portfolio management believes
they offer an economical means of gaining exposure to a particular
asset class or to keep cash on hand to meet shareholder redemptions
or other needs while maintaining exposure to the market.
In particular, the fund may use futures, currency options and
forward currency transactions.
SECURITIES LENDING. The fund may lend its investment securities in
an amount up to 33 1/3% of its total assets to approved
institutional borrowers who need to borrow securities in order to
complete certain transactions.
THE MAIN RISKS OF INVESTING IN THE FUND
There are several risk factors that could hurt the fund's
performance, cause you to lose money or cause the fund's
performance to trail that of other investments.
STOCK MARKET RISK. The fund is affected by how the stock market
performs. To the extent the fund invests in a particular
capitalization or market sector, the fund's performance may be
proportionately affected by that segment's general performance. When
stock prices fall, you should expect the value of your investment to
fall as well. Because a stock represents ownership in its issuer,
stock prices can be hurt by poor management, shrinking product
demand and other business risks. These factors may affect single
companies as well as groups of companies. In addition, movements in
financial markets may adversely affect a stock's price, regardless
of how well the company performs. The market as a whole may not
favor the types of investments the fund makes, which could affect
the fund's ability to sell them at an attractive price.
SECURITY SELECTION RISK. A risk that pervades all investing is the
risk that the securities in the fund's portfolio may decline in
value.
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS
This fund is designed for long-term investors who are interested in a large-cap
value fund that may focus on certain sectors of the economy.
DWS Dreman High Return Equity Fund | 21
VALUE INVESTING RISK. At times, "value" investing may perform
better than or worse than other investment styles and the overall
market. If the Advisor overestimates the value or return potential
of one or more common stocks, the fund may underperform the general
equity market. Value stocks may also be out of favor for certain
periods in relation to growth stocks.
INDUSTRY RISK. While the fund does not concentrate in any industry
or sector, to the extent that the fund has exposure to a given
industry or sector, any factors affecting that industry or sector
could affect the value of portfolio securities. For example,
manufacturers of consumer goods could be hurt by a rise in
unemployment or technology companies could be hurt by such factors
as market saturation, price competition and rapid obsolescence.
SECURITIES LENDING RISK. Any loss in the market price of securities
loaned by the fund that occurs during the term of the loan would be
borne by the fund and would adversely affect the fund's
performance. Also, there may be delays in recovery of securities
loaned or even a loss of rights in the collateral should the
borrower of the securities fail financially while the loan is
outstanding. However, loans will be made only to borrowers selected
by the fund's delegate after a review of relevant facts and
circumstances, including the creditworthiness of the borrower.
Other factors that could affect performance include:
- portfolio management could be wrong in the analysis of
industries, companies, economic trends, the relative
attractiveness of different securities or other matters.
- foreign securities may be more volatile than their US
counterparts, for reasons such as currency fluctuations and
political and economic uncertainty.
- derivatives could produce disproportionate losses due to a
variety of factors, including the failure of the counterparty to
meet its obligations or unexpected price or interest rate
movements. (See "Secondary Risks" for more information.)
22 | DWS Dreman High Return Equity Fund
THE FUND'S PERFORMANCE HISTORY
While a fund's past performance (before and after taxes) isn't necessarily a
sign of how it will do in the future, it can be valuable for an investor to
know.
The bar chart shows how the performance of the fund's Class A shares has varied
from year to year, which may give some idea of risk. The bar chart does not
reflect sales loads; if it did, total returns would be lower than those shown.
The table on the following page shows how fund performance compares to relevant
index performance (which, unlike fund performance, does not reflect fees or
expenses). The table includes the effects of maximum sales loads on fund
performance. The performance of both the fund and the index varies over time.
All figures assume reinvestment of dividends and distributions (in the case of
after-tax returns, reinvested net of assumed tax rates).
The table shows returns for Class A shares on a before-tax and after-tax basis.
After-tax returns are shown for Class A only and will vary for Classes B and C.
After-tax returns are estimates calculated using the historical highest
individual federal marginal income tax rates and do not reflect the impact of
state and local taxes. Actual after-tax returns depend on an investor's tax
situation and may differ from those shown in the table. After-tax returns shown
are not relevant for investors who hold their shares through tax-deferred
arrangements, such as 401(k) plans or individual retirement accounts.
In the table, the performance figures for Class R prior to its inception,
October 1, 2003, are based on the historical performance of the fund's original
share class (Class A), adjusted to reflect the higher gross total annual
operating expenses of Class R.
In addition, after-tax returns are not relevant for Class R shares.
DWS Dreman High Return Equity Fund
ANNUAL TOTAL RETURN (%) AS OF 12/31 EACH YEAR - CLASS A (Results do not reflect
sales loads; if they did, total returns would be lower than those shown.)
[GRAPHIC APPEARS HERE]
11.96 -13.23 41.32 1.23 -18.52 31.34 13.48 7.72 17.40 -1.14
1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
FOR THE PERIODS INCLUDED IN THE BAR CHART:
BEST QUARTER: 22.77%, Q3 2000 WORST QUARTER: -17.61%, Q3 2002
DWS Dreman High Return Equity Fund | 23
AVERAGE ANNUAL TOTAL RETURNS (%) as of 12/31/2007 (Fund returns include the
effects of maximum sales load.)
1 YEAR 5 YEARS 10 YEARS
CLASS A
Return before Taxes -6.82 11.92 7.12
Return after Taxes on Distributions -8.53 11.23 6.04
Return after Taxes on Distributions
and Sale of Fund Shares -3.28* 10.27 5.67
CLASS B (Return before Taxes) -4.63 12.22 6.87
CLASS C (Return before Taxes) -1.85 12.41 6.92
CLASS R (Return before Taxes) -1.43 12.97 7.39
S&P 500 INDEX (reflects no
deductions for fees, expenses or
taxes) 5.49 12.83 5.91
* Return after Taxes on Distributions and Sale of Fund Shares is higher than
other return figures for the same period due to a capital loss occurring
upon redemption resulting in an assumed tax deduction for the shareholder.
Total return would have been lower had certain expenses not been reduced.
STANDARD & POOR'S 500 INDEX (S&P 500) is an unmanaged, capitalization-weighted
index of 500 stocks. The index is designed to measure performance of the broad
domestic economy through changes in the aggregate market value of 500 stocks
representing all major industries.
- --------------------------------------------------------------------------------
Current performance may be higher or lower than the performance data quoted
above. For more recent performance information, call your financial advisor or
(800) 621-1048 or visit our Web site at www.dws-scudder.com.
- --------------------------------------------------------------------------------
RETURN AFTER TAXES ON DISTRIBUTIONS assumes that an investor holds fund shares
at the end of the period. The return reflects taxes only on the fund's
distributions and not on a shareholder's gain or loss from selling fund shares.
RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES assumes that an
investor sold his or her fund shares at the end of the period. The return
reflects taxes on both the fund's distributions and a shareholder's gain or
loss from selling fund shares.
24 | DWS Dreman High Return Equity Fund
HOW MUCH INVESTORS PAY
The table below describes the fees and expenses that you may pay if you buy and
hold fund shares. This information doesn't include any fees that may be charged
by your financial advisor.
FEE TABLE CLASS A CLASS B CLASS C CLASS R
SHAREHOLDER FEES, paid directly from your investment
_____________________________________________________________________________________ _
Maximum Sales Charge (Load) Imposed
on Purchases (as % of offering price) 5.75%1 None None None
Maximum Deferred Sales Charge (Load)
(as % of redemption proceeds) None2 4.00% 1.00% None
Redemption/Exchange fee on shares
owned less than 15 days (as % of
redemption proceeds) 3 2.00 2.00 2.00 2.00
ANNUAL OPERATING EXPENSES, deducted from fund assets
_____________________________________________________________________________________ ____
Management Fee 0.67 % 0.67% 0.67% 0.67%
Distribution and/or Service (12b-1) Fee 0.24 1.00 0.99 0.41
Other Expenses 0.17 0.22 0.16 0.23
TOTAL ANNUAL OPERATING EXPENSES 4 1.08 1.89 1.82 1.31
1 Because of rounding in the calculation of the offering price, the actual
maximum front-end sales charge paid by an investor may be higher than the
percentage noted (see "Choosing a Share Class - Class A shares").
2 The redemption of shares purchased at net asset value under the Large Order
NAV Purchase Privilege (see "Choosing a Share Class - Class A shares") may
be subject to a contingent deferred sales charge of 1.00% if redeemed
within 12 months of purchase and 0.50% if redeemed within the following six
months.
3 This fee is charged on all applicable redemptions or exchanges. Please see
"Policies You Should Know About - Policies about transactions" for further
information.
4 Through February 28, 2010, the Advisor has contractually agreed to waive
all or a portion of its management fee and reimburse or pay certain
operating expenses of the fund to the extent necessary to maintain the
fund's total operating expenses at 1.12% for Class A shares, 1.96% for
Class B shares and 1.87% for Class C shares, respectively, excluding
certain expenses such as extraordinary expenses, taxes, brokerage and
interest.
DWS Dreman High Return Equity Fund | 25
Based on the costs above, this example helps you compare the expenses of the
fund to those of other mutual funds. This example assumes the expenses above
remain the same. It also assumes that you invested $10,000, earned 5% annual
returns and reinvested all dividends and distributions. This is only an
example; actual expenses will be different.
EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
EXPENSES, assuming you sold your shares at the end of each period.
_________________________________________________________________________
Class A shares $679 $899 $1,136 $1,816
Class B shares* 592 894 1,221 1,806
Class C shares 285 573 985 2,137
Class R shares 133 415 718 1,579
EXPENSES, assuming you kept your shares.
_________________________________________________________________________
Class A shares $679 $899 $1,136 $1,816
Class B shares* 192 594 1,021 1,806
Class C shares 185 573 985 2,137
Class R shares 133 415 718 1,579
* Reflects conversion of Class B to Class A shares, which pay lower fees.
Conversion occurs six years after purchase.
26 | DWS Dreman High Return Equity Fund
Class A Class B Class C
ticker symbol MIDVX MIDYX MIDZX
fund number 417 617 717
DWS DREMAN MID CAP VALUE FUND
THE FUND'S MAIN INVESTMENT STRATEGY
The fund seeks long-term capital appreciation.
Under normal circumstances, the fund invests at least 80% of net
assets, plus the amount of any borrowings for investment purposes,
in common stocks of mid-cap companies that the portfolio managers
believe are undervalued, but have favorable prospects for
appreciation. The fund defines mid-cap companies as companies that
have a market capitalization similar to that of the Russell Midcap
(Reg. TM) Value Index with a market capitalization which usually
ranges from $1 billion to $20 billion.
The fund may invest up to 20% of total assets in foreign
securities.
The fund's equity investments are mainly common stocks, but may
also include other types of equities such as preferred or
convertible stocks.
The portfolio managers begin their stock selection process by
screening for stocks of mid-cap companies with below market
price-to-earnings ratios. The portfolio managers then compare the
company's stock price to its book value, cash flow and yield and
analyze individual companies to identify those that are financially
sound and appear to have strong potential for long-term capital
appreciation and dividend growth.
The portfolio managers assemble the fund's portfolio from among the
most attractive stocks, drawing on an analysis of economic outlooks
for various sectors and industries.
The portfolio managers will normally sell a stock when it may no
longer qualify as a mid-cap company, it reaches a target price, its
fundamental factors change or other investments offer better
opportunities.
DWS Dreman Mid Cap Value Fund | 27
OTHER INVESTMENTS. The fund is permitted, but not required, to use
various types of derivatives (contracts whose value is based on,
for example, indices, currencies or securities). Derivatives may be
used for hedging and for risk management or for non-hedging
purposes to seek to enhance potential gains. The fund may use
derivatives in circumstances where portfolio management believes
they offer an economical means of gaining exposure to a particular
asset class or to keep cash on hand to meet shareholder redemptions
or other needs while maintaining exposure to the market.
In particular, the fund may use futures, currency options and
forward currency transactions.
SECURITIES LENDING. The fund may lend its investment securities in
an amount up to 33 1/3% of its total assets to approved
institutional borrowers who need to borrow securities in order to
complete certain transactions.
THE MAIN RISKS OF INVESTING IN THE FUND
There are several risk factors that could hurt the fund's
performance, cause you to lose money or cause the fund's
performance to trail that of other investments.
STOCK MARKET RISK. As with most stock funds, the most important
factor affecting this fund is how the stock market performs (to the
extent the fund invests in a particular market sector, the fund's
performance may be proportionately affected by that segment's
general performance). When stock prices fall, you should expect the
value of your investment to fall as well. Because a stock
represents ownership in its issuer, stock prices can be hurt by
poor management, shrinking product demand and other business risks.
These may affect single companies as well as groups of companies.
In addition, movements in financial markets may adversely affect a
stock's price, regardless of how well the company performs. The
market as a whole may not favor the types of investments the fund
makes and the fund may not be able to get an attractive price for
them.
SECURITY SELECTION RISK. A risk that pervades all investing is the
risk that the securities in the fund's portfolio may decline in
value.
28 | DWS Dreman Mid Cap Value Fund
VALUE INVESTING RISK. At times, "value" investing may perform
better than or worse than other investment styles and the overall
market. If the Advisor overestimates the value or return potential
of one or more common stocks, the fund may underperform the general
equity market. Value stocks may also be out of favor for certain
periods in relation to growth stocks.
MEDIUM-SIZED COMPANY RISK. Medium-sized company stocks tend to
experience steeper price fluctuations - down as well as up - than
stocks of larger companies. A shortage of reliable information -
the same information gap that creates opportunity - can pose added
risk. Industry-wide reversals may have a greater impact on
medium-sized companies, since they usually lack a large company's
financial resources. Medium-sized company stocks are typically less
liquid than large company stocks; when things are going poorly, it
is harder to find a buyer for a medium-sized company's shares.
INDUSTRY RISK. While the fund does not concentrate in any industry
or sector, to the extent that the fund has exposure to a given
industry or sector, any factors affecting that industry or sector
could affect the value of portfolio securities. For example,
manufacturers of consumer goods could be hurt by a rise in
unemployment or technology companies could be hurt by such factors
as market saturation, price competition and rapid obsolescence.
SECURITIES LENDING RISK. Any loss in the market price of securities
loaned by the fund that occurs during the term of the loan would be
borne by the fund and would adversely affect the fund's
performance. Also, there may be delays in recovery of securities
loaned or even a loss of rights in the collateral should the
borrower of the securities fail financially while the loan is
outstanding. However, loans will be made only to borrowers selected
by the fund's delegate after a review of relevant facts and
circumstances, including the creditworthiness of the borrower.
DWS Dreman Mid Cap Value Fund | 29
Other factors that could affect performance include:
- portfolio management could be wrong in the analysis of
industries, companies, economic trends, the relative
attractiveness of different securities or other matters.
- foreign securities may be more volatile than their US
counterparts, for reasons such as currency fluctuations and
political and economic uncertainty.
- derivatives could produce disproportionate losses due to a
variety of factors, including the failure of the counterparty to
meet its obligations or unexpected price or interest rate
movements. (See "Secondary Risks" for more information.)
30 | DWS Dreman Mid Cap Value Fund
THE FUND'S PERFORMANCE HISTORY
While a fund's past performance (before and after taxes) isn't necessarily a
sign of how it will do in the future, it can be valuable for an investor to
know.
The bar chart shows how the performance of the fund's Class A shares has varied
from year to year, which may give some idea of risk. The bar chart does not
reflect sales loads; if it did, total returns would be lower than those shown.
The table on the following page shows how fund performance compares to relevant
index performance (which, unlike fund performance, does not reflect fees or
expenses). The table includes the effects of maximum sales loads on fund
performance. The performance of both the fund and the index varies over time.
All figures assume reinvestment of dividends and distributions (in the case of
after-tax returns, reinvested net of assumed tax rates).
The table shows returns for Class A shares on a before-tax and after-tax basis.
After-tax returns are shown for Class A only and will vary for Classes B and C.
After-tax returns are estimates calculated using the historical highest
individual federal marginal income tax rates and do not reflect the impact of
state and local taxes. Actual after-tax returns depend on an investor's tax
situation and may differ from those shown in the table. After-tax returns shown
are not relevant for investors who hold their shares through tax-deferred
arrangements, such as 401(k) plans or individual retirement accounts.
DWS Dreman Mid Cap Value Fund
ANNUAL TOTAL RETURN (%) AS OF 12/31 EACH YEAR - CLASS A (Results do not reflect
sales loads; if they did, total returns would be lower than those shown.)
[GRAPHIC APPEARS HERE]
17.58 5.35
2006 2007
FOR THE PERIODS INCLUDED IN THE BAR CHART:
BEST QUARTER: 7.56%, Q2 2007 WORST QUARTER: -4.09%, Q4 2007
DWS Dreman Mid Cap Value Fund | 31
AVERAGE ANNUAL TOTAL RETURNS (%) as of 12/31/2007 (Fund returns include the
effect of maximum sales load.)
1 YEAR SINCE INCEPTION*
CLASS A
Return before Taxes -0.71 7.65
Return after Taxes on Distributions -2.54 6.56
Return after Taxes on Distributions
and Sale of Fund Shares -0.08** 6.01
CLASS B (Return before Taxes) 1.65 8.55
CLASS C (Return before Taxes) 4.71 9.61
RUSSELL MIDCAP (Reg. TM) VALUE INDEX
(reflects no deductions for fees,
expenses or taxes) -1.42 8.12
* Inception date for the fund was August 2, 2005. Index comparison begins on
July 31, 2005.
** Return after Taxes on Distributions and Sale of Fund Shares is higher
than other return figures for the same period due to a capital loss
occurring upon redemption resulting in an assumed tax deduction for the
shareholder.
Total return would have been lower had certain expenses not been reduced.
The RUSSELL MIDCAP (Reg. TM) VALUE INDEX is an unmanaged index measuring the
performance of those Russell Midcap companies with lower price-to-book ratios
and lower forecasted growth values. The stocks are also members of the Russell
1000 Value Index.
- --------------------------------------------------------------------------------
Current performance may be higher or lower than the performance data quoted
above. For more recent performance information, call your financial advisor or
(800) 621-1048 or visit our Web site at www.dws-scudder.com.
- --------------------------------------------------------------------------------
RETURN AFTER TAXES ON DISTRIBUTIONS assumes that an investor holds fund shares
at the end of the period. The return reflects taxes only on the fund's
distributions and not on a shareholder's gain or loss from selling fund shares.
RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES assumes that an
investor sold his or her fund shares at the end of the period. The return
reflects taxes on both the fund's distributions and a shareholder's gain or
loss from selling fund shares.
32 | DWS Dreman Mid Cap Value Fund
HOW MUCH INVESTORS PAY
The table below describes the fees and expenses that you may pay if you buy and
hold fund shares. This information doesn't include any fees that may be charged
by your financial advisor.
FEE TABLE CLASS A CLASS B CLASS C
SHAREHOLDER FEES, paid directly from your investment
_____________________________________________________________________________________________
Maximum Sales Charge (Load) Imposed
on Purchases (as % of offering price) 5.75%1 None None
Maximum Deferred Sales Charge (Load)
(as % of redemption proceeds) None2 4.00% 1.00%
Redemption/Exchange fee on shares
owned less than 15 days (as % of
redemption proceeds) 3 2.00 2.00 2.00
ANNUAL OPERATING EXPENSES, deducted from fund assets
_____________________________________________________________________________________________
Management Fee 0.75 % 0.75% 0.75%
Distribution and/or Service (12b-1) Fee 0.23 0.98 0.99
Other Expenses 0.63 0.73 0.63
TOTAL ANNUAL OPERATING EXPENSES 1.61 2.46 2.37
Less Expense Waiver/Reimbursement 4 0.26 0.41 0.32
NET ANNUAL OPERATING EXPENSES 4 1.35 2.05 2.05
1 Because of rounding in the calculation of the offering price, the actual
maximum front-end sales charge paid by an investor may be higher than the
percentage noted (see "Choosing a Share Class - Class A shares").
2 The redemption of shares purchased at net asset value under the Large Order
NAV Purchase Privilege (see "Choosing a Share Class - Class A shares") may
be subject to a contingent deferred sales charge of 1.00% if redeemed
within 12 months of purchase and 0.50% if redeemed within the following six
months.
3 This fee is charged on all applicable redemptions or exchanges. Please see
"Policies You Should Know About - Policies about transactions" for further
information.
4 Through February 28, 2009, the Advisor has contractually agreed to waive
all or a portion of its management fee and reimburse or pay certain
operating expenses of the fund to the extent necessary to maintain the
fund's total operating expenses at 1.35% for Class A shares, 2.05% for
Class B shares and 2.05% for Class C shares, respectively, excluding
certain expenses such as extraordinary expenses, taxes, brokerage and
interest.
DWS Dreman Mid Cap Value Fund | 33
Based on the costs above (including one year of capped expenses in each
period), this example helps you compare the expenses of the fund to those of
other mutual funds. This example assumes the expenses above remain the same. It
also assumes that you invested $10,000, earned 5% annual returns and reinvested
all dividends and distributions. This is only an example; actual expenses will
be different.
EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
EXPENSES, assuming you sold your shares at the end of each period.
_________________________________________________________________________
Class A shares $705 $1,030 $1,378 $2,356
Class B shares* 608 1,027 1,474 2,361
Class C shares 308 709 1,237 2,682
EXPENSES, assuming you kept your shares.
_________________________________________________________________________
Class A shares $705 $1,030 $1,378 $2,356
Class B shares* 208 727 1,274 2,361
Class C shares 208 709 1,237 2,682
* Reflects conversion of Class B to Class A shares, which pay lower fees.
Conversion occurs six years after purchase.
34 | DWS Dreman Mid Cap Value Fund
Class A Class B Class C
ticker symbol KDSAX KDSBX KDSCX
fund number 088 288 388
DWS DREMAN SMALL CAP VALUE FUND
THE FUND'S MAIN INVESTMENT STRATEGY
The fund seeks long-term capital appreciation.
Under normal circumstances, the fund invests at least 80% of net
assets, plus the amount of any borrowings for investment purposes,
in undervalued common stocks of small US companies, which the fund
defines as companies that are similar in market value to those in
the Russell 2000 (Reg. TM) Index (as of January 31, 2008, the
Russell 2000 (Reg. TM) Index had a median market capitalization of
$539 million). The fund intends to invest primarily in companies
whose market capitalizations fall within the normal range of the
Index.
While the fund invests mainly in US stocks, it could invest up to
20% of total assets in foreign securities.
The fund's equity investments are mainly common stocks, but may
also include other types of equities such as preferred or
convertible stocks.
The portfolio managers begin their stock selection process by
screening stocks of small companies with below market
price-to-earnings (P/E) ratios. The managers then seek companies
with a low price compared to the book value, cash flow and yield
and analyze individual companies to identify those that are
fundamentally sound and appear to have strong potential for
earnings and dividend growth over the Index.
From the remaining group, the managers then complete their
fundamental analysis and make their buy decisions from a group of
the most attractive stocks, drawing on an analysis of economic
outlooks for various industries.
The managers will normally sell a stock when it no longer qualifies
as a small company, when its P/E rises above that of the Index, its
fundamentals change or other investments offer better
opportunities.
DWS Dreman Small Cap Value Fund | 35
OTHER INVESTMENTS. The fund is permitted, but not required, to use
various types of derivatives (contracts whose value is based on,
for example, indices, currencies or securities). Derivatives may be
used for hedging and for risk management or for non-hedging
purposes to seek to enhance potential gains. The fund may use
derivatives in circumstances where portfolio management believes
they offer an economical means of gaining exposure to a particular
asset class or to keep cash on hand to meet shareholder redemptions
or other needs while maintaining exposure to the market.
In particular, the fund may use futures, currency options and
forward currency transactions.
SECURITIES LENDING. The fund may lend its investment securities in
an amount up to 33 1/3% of its total assets to approved
institutional borrowers who need to borrow securities in order to
complete certain transactions.
THE MAIN RISKS OF INVESTING IN THE FUND
There are several risk factors that could hurt the fund's
performance, cause you to lose money or cause the fund's
performance to trail that of other investments.
STOCK MARKET RISK. As with most stock funds, the most important
factor affecting this fund is how the stock market performs (to the
extent the fund invests in a particular market sector, the fund's
performance may be proportionately affected by that segment's
general performance). When stock prices fall, you should expect the
value of your investment to fall as well. Because a stock represents
ownership in its issuer, stock prices can be hurt by poor
management, shrinking product demand and other business risks. These
may affect single companies as well as groups of companies. In
addition, movements in financial markets may adversely affect a
stock's price, regardless of how well the company performs. The
market as a whole may not favor the types of investments the fund
makes and the fund may not be able to get an attractive price for
them.
SECURITY SELECTION RISK. A risk that pervades all investing is the
risk that the securities in the fund's portfolio may decline in
value.
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS
This fund is designed for value-oriented investors who are interested in
small-cap market exposure.
36 | DWS Dreman Small Cap Value Fund
VALUE INVESTING RISK. At times, "value" investing may perform
better than or worse than other investment styles and the overall
market. If the Advisor overestimates the value or return potential
of one or more common stocks, the fund may underperform the general
equity market. Value stocks may also be out of favor for certain
periods in relation to growth stocks.
INDUSTRY RISK. While the fund does not concentrate in any industry
or sector, to the extent that the fund has exposure to a given
industry or sector, any factors affecting that industry or sector
could affect the value of portfolio securities. For example,
manufacturers of consumer goods could be hurt by a rise in
unemployment or technology companies could be hurt by such factors
as market saturation, price competition and rapid obsolescence.
SECURITIES LENDING RISK. Any loss in the market price of securities
loaned by the fund that occurs during the term of the loan would be
borne by the fund and would adversely affect the fund's
performance. Also, there may be delays in recovery of securities
loaned or even a loss of rights in the collateral should the
borrower of the securities fail financially while the loan is
outstanding. However, loans will be made only to borrowers selected
by the fund's delegate after a review of relevant facts and
circumstances, including the creditworthiness of the borrower.
Other factors that could affect performance include:
- portfolio management could be wrong in the analysis of
industries, companies, economic trends, the relative
attractiveness of different securities or other matters.
- foreign securities may be more volatile than their US
counterparts, for reasons such as currency fluctuations and
political and economic uncertainty.
- derivatives could produce disproportionate losses due to a
variety of factors, including the failure of the counterparty to
meet its obligations or unexpected price or interest rate
movements. (See "Secondary Risks" for more information.)
DWS Dreman Small Cap Value Fund | 37
THE FUND'S PERFORMANCE HISTORY
While a fund's past performance (before and after taxes) isn't necessarily a
sign of how it will do in the future, it can be valuable for an investor to
know.
The bar chart shows how the performance of the fund's Class A shares has varied
from year to year, which may give some idea of risk. The bar chart does not
reflect sales loads; if it did, total returns would be lower than those shown.
The table on the following page shows how fund performance compares to relevant
index performance (which, unlike fund performance, does not reflect fees or
expenses). The table includes the effects of maximum sales loads on fund
performance. The performance of both the fund and the index varies over time.
All figures assume reinvestment of dividends and distributions (in the case of
after-tax returns, reinvested net of assumed tax rates).
The table shows returns for Class A shares on a before-tax and after-tax basis.
After-tax returns are shown for Class A only and will vary for Classes B and C.
After-tax returns are estimates calculated using the historical highest
individual federal marginal income tax rates and do not reflect the impact of
state and local taxes. Actual after-tax returns depend on an investor's tax
situation and may differ from those shown in the table. After-tax returns shown
are not relevant for investors who hold their shares through tax-deferred
arrangements, such as 401(k) plans or individual retirement accounts.
DWS Dreman Small Cap Value Fund
ANNUAL TOTAL RETURN (%) AS OF 12/31 EACH YEAR - CLASS A (Results do not reflect
sales loads; if they did, total returns would be lower than those shown.)
[GRAPHIC APPEARS HERE]
- -12.82 0.65 -2.47 14.32 -10.79 42.64 25.31 9.71 23.85 2.48
1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
FOR THE PERIODS INCLUDED IN THE BAR CHART:
BEST QUARTER: 22.19%, Q2 2003 WORST QUARTER: -24.07%, Q3 1998
38 | DWS Dreman Small Cap Value Fund
AVERAGE ANNUAL TOTAL RETURNS (%) as of 12/31/2007 (Fund returns include the
effects of maximum sales load.)
1 YEAR 5 YEARS 10 YEARS
CLASS A
Return before Taxes -3.41 18.59 7.43
Return after Taxes on Distributions -5.46 17.42 6.88
Return after Taxes on Distributions
and Sale of Fund Shares -0.51* 16.23 6.45
CLASS B (Return before Taxes) -1.10 18.87 7.16
CLASS C (Return before Taxes) 1.70 19.10 7.27
RUSSELL 2000 (Reg. TM) INDEX (reflects no
deductions for fees, expenses or
taxes) -1.57 16.25 7.08
RUSSELL 2000 (Reg. TM) VALUE INDEX (reflects
no deductions for fees, expenses or
taxes) -9.78 15.80 9.06
* Return after Taxes on Distributions and Sale of Fund Shares is higher than
other return figures for the same period due to a capital loss occurring
upon redemption resulting in an assumed tax deduction for the shareholder.
RUSSELL 2000 (Reg. TM) INDEX is an unmanaged capitalization-weighted measure
of approximately 2,000 small US stocks.
RUSSELL 2000 (Reg. TM) VALUE INDEX is an unmanaged index measuring the
performance of those Russell 2000 companies with lower price-to-book ratios
and lower forecasted growth values.
- --------------------------------------------------------------------------------
Current performance may be higher or lower than the performance data quoted
above. For more recent performance information, call your financial advisor or
(800) 621-1048 or visit our Web site at www.dws-scudder.com.
- --------------------------------------------------------------------------------
RETURN AFTER TAXES ON DISTRIBUTIONS assumes that an investor holds fund shares
at the end of the period. The return reflects taxes only on the fund's
distributions and not on a shareholder's gain or loss from selling fund shares.
RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES assumes that an
investor sold his or her fund shares at the end of the period. The return
reflects taxes on both the fund's distributions and a shareholder's gain or
loss from selling fund shares.
DWS Dreman Small Cap Value Fund | 39
HOW MUCH INVESTORS PAY
The table below describes the fees and expenses that you may pay if you buy and
hold fund shares. This information doesn't include any fees that may be charged
by your financial advisor.
FEE TABLE CLASS A CLASS B CLASS C
SHAREHOLDER FEES, paid directly from your investment
_____________________________________________________________________________________________
Maximum Sales Charge (Load) Imposed
on Purchases (as % of offering price) 5.75%1 None None
Maximum Deferred Sales Charge (Load)
(as % of redemption proceeds) None2 4.00% 1.00%
Redemption/Exchange fee on shares
owned less than 15 days (as % of
redemption proceeds) 3 2.00 2.00 2.00
ANNUAL OPERATING EXPENSES, deducted from fund assets
_____________________________________________________________________________________________
Management Fee 0.71 % 0.71% 0.71%
Distribution and/or Service (12b-1) Fee 0.23 0.99 0.99
Other Expenses 0.26 0.32 0.25
Acquired Funds (Underlying Funds) Fees
and Expenses 4 0.01 0.01 0.01
TOTAL ANNUAL OPERATING EXPENSES 1.21 2.03 1.96
1 Because of rounding in the calculation of the offering price, the actual
maximum front-end sales charge paid by an investor may be higher than the
percentage noted (see "Choosing a Share Class - Class A shares").
2 The redemption of shares purchased at net asset value under the Large Order
NAV Purchase Privilege (see "Choosing a Share Class - Class A shares") may
be subject to a contingent deferred sales charge of 1.00% if redeemed
within 12 months of purchase and 0.50% if redeemed within the following six
months.
3 This fee is charged on all applicable redemptions or exchanges. Please see
"Policies You Should Know About - Policies about transactions" for further
information.
4 The amount indicated is based on the indirect next expenses associated with
the fund's investments in the underlying funds for the fiscal year ended
November 30, 2007.
40 | DWS Dreman Small Cap Value Fund
Based on the costs above, this example helps you compare the expenses of the
fund to those of other mutual funds. This example assumes the expenses above
remain the same. It also assumes that you invested $10,000, earned 5% annual
returns and reinvested all dividends and distributions. This is only an
example; actual expenses will be different.
EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
EXPENSES, assuming you sold your shares at the end of each period.
_________________________________________________________________________
Class A shares $691 $937 $1,202 $ 1957
Class B shares* 606 937 1,293 1,954
Class C shares 299 615 1,057 2,285
EXPENSES, assuming you kept your shares.
_________________________________________________________________________
Class A shares $691 $937 $1,202 $1,957
Class B shares* 206 637 1,093 1,954
Class C shares 199 615 1,057 2,285
* Reflects conversion of Class B to Class A shares, which pay lower fees.
Conversion occurs six years after purchase.
DWS Dreman Small Cap Value Fund | 41
OTHER POLICIES AND SECONDARY RISKS
While the previous pages describe the main points of each fund's
strategy and risks, there are a few other issues to know about:
- Although major changes tend to be infrequent, each fund's Board
could change a fund's investment objective without seeking
shareholder approval. However, the Board will provide
shareholders with at least 60 days' notice prior to making any
changes to each fund's (except DWS Dreman Concentrated Value
Fund) 80% investment policy as described herein.
- As a temporary defensive measure, each fund could shift up to 50%
of assets into investments such as money market securities. This
could prevent losses, but, while engaged in a temporary defensive
position, a fund will not be pursuing its investment objective.
However, portfolio management may choose not to use these
strategies for various reasons, even in volatile market
conditions.
- Each fund may trade actively. This could raise transaction costs
(thus lowering return) and could mean distributions at higher tax
rates.
Secondary risks
The risk disclosure below applies to each fund, unless otherwise
noted.
DERIVATIVES RISK. Risks associated with derivatives include the risk
that the derivative is not well correlated with the security, index
or currency to which it relates; the risk that derivatives may
result in losses or missed opportunities; the risk that the fund
will be unable to sell the derivative because of an illiquid
secondary market; the risk that a counterparty is unwilling or
unable to meet its obligation; and the risk that the derivative
transaction could expose the fund to the effects of leverage, which
could increase the fund's exposure to the market and magnify
potential losses. There is no guarantee that derivatives, to the
extent employed, will have the intended effect, and their use could
cause lower returns or even losses to the fund. The use of
derivatives by the fund to hedge risk may reduce the opportunity for
gain by offsetting the positive effect of favorable price movements.
42 | Other Policies and Secondary Risks
PRICING RISK. At times, market conditions may make it difficult to
value some investments, and the fund may use certain valuation
methodologies for some of its investments, such as fair value
pricing. Given the subjective nature of such valuation
methodologies, it is possible that the value determined for an
investment may be different than the value realized upon such
investment's sale. If the fund has valued its securities too highly,
you may pay too much for fund shares when you buy into the fund. If
the fund has underestimated the price of its securities, you may not
receive the full market value when you sell your fund shares.
IPO RISK. Securities purchased in initial public offerings (IPOs)
may be very volatile, rising and falling rapidly, often based, among
other reasons, on investor perceptions rather than on economic
reasons. Additionally, investments in IPOs may magnify the fund's
performance if it has a small asset base. The fund is less likely to
experience a similar impact on its performance as its assets grow
because it is unlikely that the fund will be able to obtain
proportionately larger IPO allocations.
For more information
This prospectus doesn't tell you about every policy or risk of
investing in each fund.
If you want more information on each fund's allowable securities and
investment practices and the characteristics and risks of each one,
you may want to request a copy of the Statement of Additional
Information (the back cover tells you how to do this).
Keep in mind that there is no assurance that a fund will achieve its
objective.
A complete list of each fund's portfolio holdings is posted as of
the month-end on www.dws-scudder.com (the Web site does not form a
part of this prospectus) on or after the last day of the following
month. This posted information generally remains accessible at least
until the date on which a fund files its Form N-CSR or N-Q with the
Securities and Exchange Commission for the period that includes the
date as of which the posted information is current. In addition,
each fund's top ten equity holdings and other fund information is
posted on www.dws-scudder.com as of the calendar quarter-end on or
Other Policies and Secondary Risks | 43
after the 15th day following quarter-end. Each fund's Statement of
Additional Information includes a description of a fund's policies
and procedures with respect to the disclosure of a fund's portfolio
holdings.
WHO MANAGES AND OVERSEES THE FUNDS
The investment advisor
Deutsche Investment Management Americas Inc. ("DIMA" or the
"Advisor"), with headquarters at 345 Park Avenue, New York, NY
10154, is the investment advisor for each fund. Under the oversight
of the Board, the Advisor, or a subadvisor, makes investment
decisions, buys and sells securities for each fund and conducts
research that leads to these purchase and sale decisions. The
Advisor provides a full range of global investment advisory services
to institutional and retail clients.
DWS Scudder is part of Deutsche Asset Management, which is the
marketing name in the US for the asset management activities of
Deutsche Bank AG, DIMA, Deutsche Bank Trust Company Americas and DWS
Trust Company.
Deutsche Asset Management is a global asset management organization
that offers a wide range of investing expertise and resources,
including hundreds of portfolio managers and analysts and an office
network that reaches the world's major investment centers. This
well-resourced global investment platform brings together a wide
variety of experience and investment insight across industries,
regions, asset classes and investing styles.
The Advisor is an indirect, wholly owned subsidiary of Deutsche Bank
AG. Deutsche Bank AG is a major global banking institution that is
engaged in a wide range of financial services, including investment
management, mutual funds, retail, private and commercial banking,
investment banking and insurance.
44 | Who Manages and Oversees the Funds
MANAGEMENT FEE. The Advisor receives a management fee from each
fund. Below are the actual rates paid by each fund for the most
recent fiscal year, as a percentage of each fund's average daily net
assets.
FUND NAME FEE PAID
DWS Large Cap Value Fund 0.46 %
DWS Dreman Concentrated Value Fund 0.54%*
DWS Dreman High Return Equity Fund 0.67 %
DWS Dreman Mid Cap Value Fund 0.51%*
DWS Dreman Small Cap Value Fund 0.71 %
* Reflects the effects of expense limitations and/or fee waivers
then in effect.
Effective April 25, 2007, DWS Large Cap Value Fund pays the Advisor
under a new investment management agreement a fee, calculated daily
and paid monthly, at the annual rate of 0.425% of the fund's average
daily net assets up to $1.5 billion, 0.400% of the next $500
million, 0.375% of the next $1 billion, 0.350% of the next $1
billion, 0.325% of the next $1 billion and 0.300% thereafter.
A discussion regarding the basis for the Board's approval of each
fund's investment management agreement and, as applicable,
subadvisory agreement, is contained in the most recent shareholder
reports for the annual period ended November 30 (see "Shareholder
reports" on the back cover).
The Advisor provides administrative services to DWS Large Cap Value
Fund under a separate administrative services agreement between the
fund and the Advisor. The funds, other than DWS Large Cap Value
Fund, each pay the Advisor for providing most of each fund's
administrative services under each fund's investment management
agreement.
Who Manages and Oversees the Funds | 45
The Subadvisors
Subadvisor for DWS Dreman Concentrated Value Fund, DWS Dreman High
Return Equity Fund, DWS Dreman Mid Cap Value Fund and DWS Dreman
Small Cap Value Fund
The subadvisor for DWS Dreman Concentrated Value Fund, DWS Dreman
High Return Equity Fund, DWS Dreman Mid Cap Value Fund and DWS
Dreman Small Cap Value Fund is Dreman Value Management, L.L.C.
("DVM"), 520 East Cooper Avenue, Suite 230-4, Aspen, CO 81611. DVM
was founded in 1977 and currently manages over $18.9 billion in
assets, which is primarily comprised of institutional accounts and
investment companies managed by the advisor. Pursuant to a
subadvisory agreement with DIMA, DVM performs some of the functions
of the Advisor, including making each fund's investment decisions
and buying and selling securities for each fund.
Subadvisor for DWS Large Cap Value Fund
The subadvisor for DWS Large Cap Value Fund is Deutsche Asset
Management International GmbH ("DeAMi"), Mainzer Landstrasse
178-190, Frankfurt am Main, Germany. DeAMi renders investment
advisory and management services to the fund. DeAMi is an investment
advisor registered with the Securities and Exchange Commission and
currently manages over $60 billion in assets, which is primarily
comprised of institutional accounts and investment companies. DeAMi
is a subsidiary of Deutsche Bank AG. DIMA compensates DeAMi out of
the management fee it receives from the fund.
46 | Who Manages and Oversees the Funds
Portfolio management
Each fund is managed by a team of investment professionals who collaborate to
develop and implement each fund's investment strategy. Each portfolio manager
on the teams has authority over all aspects of a fund's investment portfolio,
including but not limited to, purchases and sales of individual securities,
portfolio construction techniques, portfolio risk assessment and the management
of daily cash flows in accordance with the portfolio holdings.
The following people handle the day-to-day management of each fund:
DWS DREMAN HIGH RETURN EQUITY FUND
David N. Dreman
Chairman and Chief Investment Officer of Dreman Value Management, L.L.C. and
Lead Portfolio Manager.
- - Began investment career in 1957.
- - Joined the fund team in 1998.
- - Founder, Dreman Value Management, L.L.C.
F. James Hutchinson
President of Dreman Value Management, L.L.C. and Portfolio Manager.
- - Joined Dreman Value Management, L.L.C. in 2000.
- - Executive Vice President responsible for Marketing.
- - Began investment career in 1986.
- - Member of Investment Policy Committee.
- - Joined the fund team in 2001.
- - Prior to joining Dreman Value Management, L.L.C., 30 years of experience in
finance and trust/investment management with the Bank of New York.
E. Clifton Hoover, Jr.
Portfolio Manager.
- - Joined Dreman Value Management, L.L.C. in 2006 as a Managing Director and
Co-Chief Investment Officer of Large Cap Value Strategy.
- - Prior to joining Dreman Value Management, L.L.C., Managing Director and a
Portfolio Manager at NFJ Investment Group since 1997; Vice President -
Corporate Finance at Credit Lyonnais, 1992-1997; Financial Analyst at
Citibank, 1990-1992; and Credit Analyst/Corporate Loan Officer for
RepublicBank (now Bank of America), 1985-1990.
- - Over 21 years of investment industry experience.
- - Joined the fund team in 2006.
- - MS, Texas Tech University.
DWS LARGE CAP VALUE FUND
Thomas Schuessler, PhD
Director of Deutsche Asset Management and Portfolio Manager.
- - Joined Deutsche Asset Management in 2001 after 5 years at Deutsche Bank
where he managed various products and worked in the office of the Chairman
of the Management Board.
- - US and Global Fund Management: Frankfurt.
- - Joined the fund team in 2007.
- - PhD, University of Heidelberg, studies in physics and economics at
University of Heidelberg and University of Utah.
Who Manages and Oversees the Funds | 47
DWS DREMAN MID CAP VALUE FUND
David N. Dreman
Chairman and Chief Investment Officer of Dreman Value Management, L.L.C. and
Co-Lead Portfolio Manager.
- - Began investment career in 1957.
- - Joined the fund team in 2005.
- - Founder, Dreman Value Management, L.L.C.
F. James Hutchinson
President of Dreman Value Management, L.L.C. and Co-Lead Portfolio Manager.
- - Joined Dreman Value Management, L.L.C. in 2000.
- - Executive Vice President responsible for Marketing.
- - Began investment career in 1986.
- - Member of Investment Policy Committee.
- - Joined the fund team in 2006.
- - Prior to joining Dreman Value Management, L.L.C., 30 years of experience in
finance and trust/investment management with the Bank of New York.
Mark Roach
Co-Lead Portfolio Manager.
- - Joined Dreman Value Management, L.L.C. in November 2006 as a Managing
Director and Portfolio Manager of Small and Mid Cap products.
- - Joined the fund team in 2006.
- - Prior to that, Portfolio Manager at Vaughan Nelson Investment Management,
managing a small cap product from 2002 through 2006; security analyst from
1997 to 2001 for various institutions including Fifth Third Bank, Lynch,
Jones & Ryan and USAA.
- - BS, Baldwin Wallace College; MBA, University of Chicago.
DWS DREMAN SMALL CAP VALUE FUND
David N. Dreman
Chairman and Chief Investment Officer of Dreman Value Management, L.L.C. and
Lead Portfolio Manager.
- - Began investment career in 1957.
- - Joined the fund team in 2002.
- - Founder, Dreman Value Management, L.L.C.
Mark Roach
Portfolio Manager.
- - Joined Dreman Value Management, L.L.C. in November 2006 as a Managing
Director and Portfolio Manager of Small and Mid Cap products.
- - Joined the fund team in 2006.
- - Prior to that, Portfolio Manager at Vaughan Nelson Investment Management,
managing a small cap product from 2002 through 2006; security analyst from
1997 to 2001 for various institutions including Fifth Third Bank, Lynch,
Jones & Ryan and USAA.
- - BS, Baldwin Wallace College; MBA, University of Chicago.
E. Clifton Hoover, Jr.
Portfolio Manager.
- - Joined Dreman Value Management, L.L.C. in 2006 as a Managing Director and
Co-Chief Investment Officer of Large Cap Value Strategy.
- - Prior to joining Dreman Value Management, L.L.C., Managing Director and a
Portfolio Manager at NFJ Investment Group since 1997; Vice President -
Corporate Finance at Credit Lyonnais, 1992-1997; Financial Analyst at
Citibank, 1990-1992; and Credit Analyst/Corporate Loan Officer for
RepublicBank (now Bank of America), 1985-1990.
- - Over 21 years of investment industry experience.
- - Joined the fund team in 2006.
- - MS, Texas Tech University.
48 | Who Manages and Oversees the Funds
DWS DREMAN CONCENTRATED VALUE FUND
David N. Dreman
Chairman and Chief Investment Officer of Dreman Value Management, L.L.C. and
Lead Portfolio Manager.
- - Began investment career in 1957.
- - Joined the fund team in 2005.
- - Founder, Dreman Value Management, L.L.C.
F. James Hutchinson
President of Dreman Value Management, L.L.C. and Portfolio Manager.
- - Joined Dreman Value Management, L.L.C. in 2000.
- - Executive Vice President responsible for Marketing.
- - Began investment career in 1986.
- - Member of Investment Policy Committee.
- - Joined the fund team in 2005.
- - Prior to joining Dreman Value Management, L.L.C., 30 years of experience in
finance and trust/investment management with the Bank of New York.
E. Clifton Hoover, Jr.
Portfolio Manager.
- - Joined Dreman Value Management, L.L.C. in 2006 as a Managing Director and
Co-Chief Investment Officer of Large Cap Value Strategy.
- - Prior to joining Dreman Value Management, L.L.C., Managing Director and a
Portfolio Manager at NFJ Investment Group since 1997; Vice President -
Corporate Finance at Credit Lyonnais, 1992-1997; Financial Analyst at
Citibank, 1990-1992; and Credit Analyst/Corporate Loan Officer for
RepublicBank (now Bank of America), 1985-1990.
- - Over 21 years of investment industry experience.
- - Joined the fund team in 2006.
- - MS, Texas Tech University.
Each fund's Statement of Additional Information provides additional information
about a portfolio manager's investments in each fund, a description of the
portfolio management compensation structure and information regarding other
accounts managed.
Who Manages and Oversees the Funds | 49
FINANCIAL HIGHLIGHTS
The financial highlights are designed to help you understand recent financial
performance. The figures in the first part of each table are for a single
share. The total return figures represent the percentage that an investor in a
fund would have earned (or lost), assuming all dividends and distributions were
reinvested. This information has been audited by Ernst & Young LLP, independent
registered public accounting firm, whose report, along with each fund's
financial statements, is included in each fund's annual report (see
"Shareholder reports" on the back cover).
DWS Large Cap Value Fund - Class A
YEARS ENDED NOVEMBER 30, 2007 2006 2005 2004 2003
SELECTED PER SHARE DATA
- --------------------------------------------------------------------------------------------------------------------- --
NET ASSET VALUE, BEGINNING OF PERIOD $ 24.40 $ 22.87 $ 22.15 $ 19.93 $ 17.09
- ------------------------------------------ -------- -------- -------- -------- --------
Income (loss) from investment
operations:
Net investment income (loss) a .28 .38d .34 .30 .25
__________________________________________ ________ ________ ________ ________ ________
Net realized and unrealized gain
(loss) 2.34 2.63 .79 2.16 2.81
- ------------------------------------------ -------- -------- -------- -------- --------
TOTAL FROM INVESTMENT OPERATIONS 2.62 3.01 1.13 2.46 3.06
__________________________________________ ________ ________ ________ ________ ________
Less distributions from:
Net investment income ( .36) ( .33) ( .41) ( .24) ( .22)
__________________________________________ ________ ________ ________ ________ ________
Net realized gains ( 2.15) ( 1.15) - - -
__________________________________________ ________ ________ ________ ________ ________
TOTAL DISTRIBUTIONS ( 2.51) ( 1.48) ( .41) ( .24) ( .22)
__________________________________________ ________ ________ ________ ________ ________
Redemption fees .00* .00* .00* - -
- ------------------------------------------ -------- -------- -------- -------- --------
NET ASSET VALUE, END OF PERIOD $ 24.51 $ 24.40 $ 22.87 $ 22.15 $ 19.93
- ------------------------------------------ -------- -------- -------- -------- --------
Total Return (%)b 11.65c 13.98d 5.21c 12.34c 18.16c
- ------------------------------------------ -------- -------- -------- -------- --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------------------------------------------- --
Net assets, end of period ($ millions) 300 363 364 283 152
__________________________________________ ________ ________ ________ ________ ________
Ratio of expenses before expense
reductions (%) 1.00 1.02 1.06 1.32 1.30
__________________________________________ ________ ________ ________ ________ ________
Ratio of expenses after expense
reductions (%) .99 1.02 1.05 1.21 1.29
__________________________________________ ________ ________ ________ ________ ________
Ratio of net investment income (loss)
(%) 1.21 1.65d 1.52 1.39 1.41
__________________________________________ ________ ________ ________ ________ ________
Portfolio turnover rate (%) 86 76 56 39 69
- ------------------------------------------ -------- -------- -------- -------- --------
a Based on average shares outstanding during the period.
b Total return does not reflect the effect of any sales charge.
c Total return would have been lower had certain expenses not been reduced.
d Includes non-recurring income from the Advisor recorded as a result of an
administrative proceeding regarding disclosure of brokerage allocation
practices in connection with sales of DWS Scudder Funds. The non-recurring
income resulted in an increase in net investment income of $0.033 per share
and an increase in the ratio of net investment income of 0.14%. Excluding
this non-recurring income, total return would have been 0.14% lower.
* Amount is less than $.005.
50 | Financial Highlights
DWS Large Cap Value Fund - Class B
YEARS ENDED NOVEMBER 30, 2007 2006 2005 2004 2003
SELECTED PER SHARE DATA
- --------------------------------------------------------------------------------------------------------------------- --
NET ASSET VALUE, BEGINNING OF PERIOD $ 24.41 $ 22.88 $ 22.14 $ 19.91 $ 17.07
- ------------------------------------------ -------- -------- -------- -------- --------
Income (loss) from investment
operations:
Net investment income (loss) a .09 .18d .14 .14 .11
__________________________________________ ________ ________ ________ ________ ________
Net realized and unrealized gain
(loss) 2.34 2.64 .82 2.15 2.81
- ------------------------------------------ -------- -------- -------- -------- --------
TOTAL FROM INVESTMENT OPERATIONS 2.43 2.82 .96 2.29 2.92
__________________________________________ ________ ________ ________ ________ ________
Less distributions from:
Net investment income ( .15) ( .14) ( .22) ( .06) ( .08)
__________________________________________ ________ ________ ________ ________ ________
Net realized gains ( 2.15) ( 1.15) - - -
__________________________________________ ________ ________ ________ ________ ________
TOTAL DISTRIBUTIONS ( 2.30) ( 1.29) ( .22) ( .06) ( .08)
__________________________________________ ________ ________ ________ ________ ________
Redemption fees .00* .00* .00* - -
- ------------------------------------------ -------- -------- -------- -------- --------
NET ASSET VALUE, END OF PERIOD $ 24.54 $ 24.41 $ 22.88 $ 22.14 $ 19.91
- ------------------------------------------ -------- -------- -------- -------- --------
Total Return (%)b 10.74c 13.04d 4.30c 11.51c 17.20c
- ------------------------------------------ -------- -------- -------- -------- --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------------------------------------------- --
Net assets, end of period ($ millions) 30 37 48 50 50
__________________________________________ ________ ________ ________ ________ ________
Ratio of expenses before expense
reductions (%) 1.83 1.89 1.98 2.21 2.16
__________________________________________ ________ ________ ________ ________ ________
Ratio of expenses after expense
reductions (%) 1.82 1.89 1.90 1.96 2.11
__________________________________________ ________ ________ ________ ________ ________
Ratio of net investment income (loss)
(%) .38 .78d .67 .64 .59
__________________________________________ ________ ________ ________ ________ ________
Portfolio turnover rate (%) 86 76 56 39 69
- ------------------------------------------ -------- -------- -------- -------- --------
a Based on average shares outstanding during the period.
b Total return does not reflect the effect of any sales charge.
c Total return would have been lower had certain expenses not been reduced.
d Includes non-recurring income from the Advisor recorded as a result of an
administrative proceeding regarding disclosure of brokerage allocation
practices in connection with sales of DWS Scudder Funds. The non-recurring
income resulted in an increase in net investment income of $0.033 per share
and an increase in the ratio of net investment income of 0.14%. Excluding
this non-recurring income, total return would have been 0.15% lower.
* Amount is less than $.005.
Financial Highlights | 51
DWS Large Cap Value Fund - Class C
YEARS ENDED NOVEMBER 30, 2007 2006 2005 2004 2003
SELECTED PER SHARE DATA
- --------------------------------------------------------------------------------------------------------------------- --
NET ASSET VALUE, BEGINNING OF PERIOD $ 24.40 $ 22.86 $ 22.13 $ 19.91 $ 17.07
- ------------------------------------------ -------- -------- -------- -------- --------
Income (loss) from investment
operations:
Net investment income (loss) a .11 .21d .17 .14 .11
__________________________________________ ________ ________ ________ ________ ________
Net realized and unrealized gain
(loss) 2.34 2.64 .79 2.15 2.82
- ------------------------------------------ -------- -------- -------- -------- --------
TOTAL FROM INVESTMENT OPERATIONS 2.45 2.85 .96 2.29 2.93
__________________________________________ ________ ________ ________ ________ ________
Less distributions from:
Net investment income ( .18) ( .16) ( .23) ( .07) ( .09)
__________________________________________ ________ ________ ________ ________ ________
Net realized gains ( 2.15) ( 1.15) - - -
__________________________________________ ________ ________ ________ ________ ________
TOTAL DISTRIBUTIONS ( 2.33) ( 1.31) ( .23) ( .07) ( .09)
__________________________________________ ________ ________ ________ ________ ________
Redemption fees .00* .00* .00* - -
- ------------------------------------------ -------- -------- -------- -------- --------
NET ASSET VALUE, END OF PERIOD $ 24.52 $ 24.40 $ 22.86 $ 22.13 $ 19.91
- ------------------------------------------ -------- -------- -------- -------- --------
Total Return (%)b 10.86c 13.16d 4.38 11.51c 17.23c
- ------------------------------------------ -------- -------- -------- -------- --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------------------------------------------- --
Net assets, end of period ($ millions) 32 36 42 38 21
__________________________________________ ________ ________ ________ ________ ________
Ratio of expenses before expense
reductions (%) 1.74 1.75 1.81 2.08 2.09
__________________________________________ ________ ________ ________ ________ ________
Ratio of expenses after expense
reductions (%) 1.73 1.75 1.81 1.96 2.07
__________________________________________ ________ ________ ________ ________ ________
Ratio of net investment income (loss)
(%) .47 .93d .76 .64 .63
__________________________________________ ________ ________ ________ ________ ________
Portfolio turnover rate (%) 86 76 56 39 69
- ------------------------------------------ -------- -------- -------- -------- --------
a Based on average shares outstanding during the period.
b Total return does not reflect the effect of any sales charge.
c Total return would have been lower had certain expenses not been reduced.
d Includes non-recurring income from the Advisor recorded as a result of an
administrative proceeding regarding disclosure of brokerage allocation
practices in connection with sales of DWS Scudder Funds. The non-recurring
income resulted in an increase in net investment income of $0.033 per share
and an increase in the ratio of net investment income of 0.14%. Excluding
this non-recurring income, total return would have been 0.15% lower.
* Amount is less than $.005.
52 | Financial Highlights
DWS Dreman Concentrated Value Fund - Class A
YEARS ENDED NOVEMBER 30, 2007 2006 2005a
SELECTED PER SHARE DATA
- ------------------------------------------------------------------------------- -
NET ASSET VALUE, BEGINNING OF PERIOD $ 11.94 $ 10.06 $ 10.00
- ------------------------------------------------- -------- -------- --------
Income (loss) from investment operations:
Net investment income b .18 .18 .06
_________________________________________________ ________ ________ ________
Net realized and unrealized gain (loss) .42 1.87 .00***
- ------------------------------------------------- -------- -------- --------
TOTAL FROM INVESTMENT OPERATIONS .60 2.05 .06
_________________________________________________ ________ ________ ________
Less distributions from:
Net investment income ( .18) ( .17) -
_________________________________________________ ________ ________ ________
Net realized gains ( .08) - -
_________________________________________________ ________ ________ ________
TOTAL DISTRIBUTIONS ( .26) ( .17) -
_________________________________________________ ________ ________ ________
Redemption fees .00*** .00*** .00***
- ------------------------------------------------- -------- -------- --------
NET ASSET VALUE, END OF PERIOD $ 12.28 $ 11.94 $ 10.06
- ------------------------------------------------- -------- -------- --------
Total Return (%)c,d 5.01 20.56 .60**
- ------------------------------------------------- -------- -------- --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------- --------
Net assets, end of period ($ millions) 47 45 22
_________________________________________________ ________ ________ ________
Ratio of expenses before expense reductions (%) 1.60 1.77 2.81*
_________________________________________________ ________ ________ ________
Ratio of expenses after expense reductions (%) 1.29 1.19e 1.66*
_________________________________________________ ________ ________ ________
Ratio of net investment income (loss) (%) 1.44 1.58 1.18*
_________________________________________________ ________ ________ ________
Portfolio turnover rate (%) 58 38 5
- ------------------------------------------------- -------- -------- --------
a For the period from June 2, 2005 (commencement of operations) to November
30, 2005.
b Based on average shares outstanding during the period.
c Total return does not reflect the effect of any sales charges.
d Total return would have been lower had certain expenses not been reduced.
e The ratio of operating expenses includes reimbursement of the Fund's
organizational and offering costs incurred since inception of the Fund. The
ratio without this reimbursement would have been 1.31%.
* Annualized
** Not annualized
*** Amount is less than $.005.
Financial Highlights | 53
DWS Dreman Concentrated Value Fund - Class B
YEARS ENDED NOVEMBER 30, 2007 2006 200a
SELECTED PER SHARE DATA
- ------------------------------------------------------------------------------- -
NET ASSET VALUE, BEGINNING OF PERIOD $ 11.95 $ 10.03 $ 10.00
- ------------------------------------------------- -------- -------- --------
Income (loss) from investment operations:
Net investment income b .08 .10 .02
_________________________________________________ ________ ________ ________
Net realized and unrealized gain (loss) .42 1.88 .01
- ------------------------------------------------- -------- -------- --------
TOTAL FROM INVESTMENT OPERATIONS .50 1.98 .03
_________________________________________________ ________ ________ ________
Less distributions from:
Net investment income ( .09) ( .06) -
_________________________________________________ ________ ________ ________
Net realized gains ( .08) - -
_________________________________________________ ________ ________ ________
TOTAL DISTRIBUTIONS ( .17) ( .06) -
_________________________________________________ ________ ________ ________
Redemption fees .00*** .00*** .00***
- ------------------------------------------------- -------- -------- --------
NET ASSET VALUE, END OF PERIOD $ 12.28 $ 11.95 $ 10.03
- ------------------------------------------------- -------- -------- --------
Total Return (%)c,d 4.15 19.84 .30**
- ------------------------------------------------- -------- -------- --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------- --------
Net assets, end of period ($ millions) 2 2 2
_________________________________________________ ________ ________ ________
Ratio of expenses before expense reductions (%) 2.39 2.60 3.58*
_________________________________________________ ________ ________ ________
Ratio of expenses after expense reductions (%) 2.05 1.94e 2.41*
_________________________________________________ ________ ________ ________
Ratio of net investment income (loss) (%) .68 .83 .43*
_________________________________________________ ________ ________ ________
Portfolio turnover rate (%) 58 38 5
- ------------------------------------------------- -------- -------- --------
a For the period from June 2, 2005 (commencement of operations) to November
30, 2005.
b Based on average shares outstanding during the period.
c Total return does not reflect the effect of any sales charges.
d Total return would have been lower had certain expenses not been reduced.
e The ratio of operating expenses includes reimbursement of the Fund's
organizational and offering costs incurred since inception of the Fund. The
ratio without this reimbursement would have been 2.06%.
* Annualized
** Not annualized
*** Amount is less than $.005.
54 | Financial Highlights
DWS Dreman Concentrated Value Fund - Class C
YEARS ENDED NOVEMBER 30, 2007 2006 2005a
SELECTED PER SHARE DATA
- ------------------------------------------------------------------------------- -
NET ASSET VALUE, BEGINNING OF PERIOD $ 11.94 $ 10.03 $ 10.00
- ------------------------------------------------- -------- -------- --------
Income (loss) from investment operations:
Net investment income b .09 .11 .02
_________________________________________________ ________ ________ ________
Net realized and unrealized gain (loss) .42 1.87 .01
- ------------------------------------------------- -------- -------- --------
TOTAL FROM INVESTMENT OPERATIONS .51 1.98 .03
_________________________________________________ ________ ________ ________
Less distributions from:
Net investment income ( .10) ( .07) -
_________________________________________________ ________ ________ ________
Net realized gains ( .08) - -
_________________________________________________ ________ ________ ________
TOTAL DISTRIBUTIONS ( .18) ( .07) -
_________________________________________________ ________ ________ ________
Redemption fees .00*** .00*** .00***
- ------------------------------------------------- -------- -------- --------
NET ASSET VALUE, END OF PERIOD $ 12.27 $ 11.94 $ 10.03
- ------------------------------------------------- -------- -------- --------
Total Return (%)c,d 4.23 19.87 .30**
- ------------------------------------------------- -------- -------- --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------- --------
Net assets, end of period ($ millions) 15 13 7
_________________________________________________ ________ ________ ________
Ratio of expenses before expense reductions (%) 2.32 2.54 3.54*
_________________________________________________ ________ ________ ________
Ratio of expenses after expense reductions (%) 2.02 1.84e 2.31*
_________________________________________________ ________ ________ ________
Ratio of net investment income (loss) (%) .71 .93 .53*
_________________________________________________ ________ ________ ________
Portfolio turnover rate (%) 58 38 5
- ------------------------------------------------- -------- -------- --------
a For the period from June 2, 2005 (commencement of operations) to November
30, 2005.
b Based on average shares outstanding during the period.
c Total return does not reflect the effect of any sales charges.
d Total return would have been lower had certain expenses not been reduced.
e The ratio of operating expenses includes reimbursement of the Fund's
organizational and offering costs incurred since inception of the Fund. The
ratio without this reimbursement would have been 1.96%.
* Annualized
** Not annualized
*** Amount is less than $.005.
Financial Highlights | 55
DWS Dreman High Return Equity Fund - Class A
YEARS ENDED NOVEMBER 30, 2007 2006 2005 2004 2003
SELECTED PER SHARE DATA
- ----------------------------------------------------------------------------------------------------------------- --
NET ASSET VALUE, BEGINNING OF PERIOD $ 50.80 $ 44.37 $ 41.25 $ 36.44 $ 30.15
- ---------------------------------------- -------- -------- -------- -------- --------
Income (loss) from investment
operations:
Net investment income a .94 .85 .67 .59 .59
________________________________________ ________ ________ ________ ________ ________
Net realized and unrealized gain
(loss) .02 7.20 3.05 4.81 6.28
- ---------------------------------------- -------- -------- -------- -------- --------
TOTAL FROM INVESTMENT OPERATIONS .96 8.05 3.72 5.40 6.87
________________________________________ ________ ________ ________ ________ ________
Less distributions from:
Net investment income ( .98) ( .67) ( .60) ( .59) ( .58)
________________________________________ ________ ________ ________ ________ ________
Net realized gains ( .42) ( .95) - - -
________________________________________ ________ ________ ________ ________ ________
TOTAL DISTRIBUTIONS ( 1.40) ( 1.62) ( .60) ( .59) ( .58)
________________________________________ ________ ________ ________ ________ ________
Redemption fees .00* .00* .00* - -
- ---------------------------------------- -------- -------- -------- -------- --------
NET ASSET VALUE, END OF PERIOD $ 50.36 $ 50.80 $ 44.37 $ 41.25 $ 36.44
- ---------------------------------------- -------- -------- -------- -------- --------
Total Return (%)b 1.84 18.33c 9.07 14.97 23.18
- ---------------------------------------- -------- -------- -------- -------- --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
- ----------------------------------------------------------------------------------------------------------------- --
Net assets, end of period ($ millions) 5,532 5,891 4,767 4,170 2,983
________________________________________ ________ ________ ________ ________ ________
Ratio of expenses before expense
reductions (%) 1.08 1.12 1.12 1.14 1.27
________________________________________ ________ ________ ________ ________ ________
Ratio of expenses after expense
reductions (%) 1.08 1.11 1.12 1.14 1.27
________________________________________ ________ ________ ________ ________ ________
Ratio of net investment income (%) 1.82 1.78 1.56 1.54 1.87
________________________________________ ________ ________ ________ ________ ________
Portfolio turnover rate (%) 27 32 9 10 14
- ---------------------------------------- -------- -------- -------- -------- --------
a Based on average shares outstanding during the period.
b Total return does not reflect the effect of any sales charges.
c Total return would have been lower had certain expenses not been reduced.
* Amount is less than $.005.
56 | Financial Highlights
DWS Dreman High Return Equity Fund - Class B
YEARS ENDED NOVEMBER 30, 2007 2006 2005 2004 2003
SELECTED PER SHARE DATA
- ----------------------------------------------------------------------------------------------------------------- --
NET ASSET VALUE, BEGINNING OF PERIOD $ 50.60 $ 44.20 $ 41.08 $ 36.29 $ 30.01
- ---------------------------------------- -------- -------- -------- -------- --------
Income (loss) from investment
operations:
Net investment income a .53 .47 .32 .28 .34
________________________________________ ________ ________ ________ ________ ________
Net realized and unrealized gain
(loss) ( .01) 7.17 3.03 4.78 6.26
- ---------------------------------------- -------- -------- -------- -------- --------
TOTAL FROM INVESTMENT OPERATIONS .52 7.64 3.35 5.06 6.60
________________________________________ ________ ________ ________ ________ ________
Less distributions from:
Net investment income ( .54) ( .29) ( .23) ( .27) ( .32)
________________________________________ ________ ________ ________ ________ ________
Net realized gains ( .42) ( .95) - - -
________________________________________ ________ ________ ________ ________ ________
TOTAL DISTRIBUTIONS ( .96) ( 1.24) ( .23) ( .27) ( .32)
________________________________________ ________ ________ ________ ________ ________
Redemption fees .00* .00* .00* - -
- ---------------------------------------- -------- -------- -------- -------- --------
NET ASSET VALUE, END OF PERIOD $ 50.16 $ 50.60 $ 44.20 $ 41.08 $ 36.29
- ---------------------------------------- -------- -------- -------- -------- --------
Total Return (%)b 1.01 17.36c 8.18 14.02 22.19
- ---------------------------------------- -------- -------- -------- -------- --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
- ----------------------------------------------------------------------------------------------------------------- --
Net assets, end of period ($ millions) 525 763 761 915 1,150
________________________________________ ________ ________ ________ ________ ________
Ratio of expenses before expense
reductions (%) 1.89 1.93 1.95 1.96 2.08
________________________________________ ________ ________ ________ ________ ________
Ratio of expenses after expense
reductions (%) 1.89 1.93 1.95 1.96 2.08
________________________________________ ________ ________ ________ ________ ________
Ratio of net investment income (%) 1.02 .96 .73 .72 1.06
________________________________________ ________ ________ ________ ________ ________
Portfolio turnover rate (%) 27 32 9 10 14
- ---------------------------------------- -------- -------- -------- -------- --------
a Based on average shares outstanding during the period.
b Total return does not reflect the effect of any sales charges.
c Total return would have been lower had certain expenses not been reduced.
* Amount is less than $.005.
Financial Highlights | 57
DWS Dreman High Return Equity Fund - Class C
YEARS ENDED NOVEMBER 30, 2007 2006 2005 2004 2003
SELECTED PER SHARE DATA
- ----------------------------------------------------------------------------------------------------------------- --
NET ASSET VALUE, BEGINNING OF PERIOD $ 50.66 $ 44.25 $ 41.13 $ 36.34 $ 30.04
- ---------------------------------------- -------- -------- -------- -------- --------
Income (loss) from investment
operations:
Net investment income a .57 .50 .35 .30 .35
________________________________________ ________ ________ ________ ________ ________
Net realized and unrealized gain
(loss) ( .01) 7.18 3.04 4.79 6.28
- ---------------------------------------- -------- -------- -------- -------- --------
TOTAL FROM INVESTMENT OPERATIONS .56 7.68 3.39 5.09 6.63
________________________________________ ________ ________ ________ ________ ________
Less distributions from:
Net investment income ( .58) ( .32) ( .27) ( .30) ( .33)
________________________________________ ________ ________ ________ ________ ________
Net realized gains ( .42) ( .95) - - -
________________________________________ ________ ________ ________ ________ ________
TOTAL DISTRIBUTIONS ( 1.00) ( 1.27) ( .27) ( .30) ( .33)
________________________________________ ________ ________ ________ ________ ________
Redemption fees .00* .00* .00* - -
- ---------------------------------------- -------- -------- -------- -------- --------
NET ASSET VALUE, END OF PERIOD $ 50.22 $ 50.66 $ 44.25 $ 41.13 $ 36.34
- ---------------------------------------- -------- -------- -------- -------- --------
Total Return (%)b 1.08 17.45c 8.26 14.08 22.27
- ---------------------------------------- -------- -------- -------- -------- --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
- ----------------------------------------------------------------------------------------------------------------- --
Net assets, end of period ($ millions) 1,038 1,100 858 683 549
________________________________________ ________ ________ ________ ________ ________
Ratio of expenses before expense
reductions (%) 1.82 1.86 1.88 1.92 2.02
________________________________________ ________ ________ ________ ________ ________
Ratio of expenses after expense
reductions (%) 1.82 1.85 1.88 1.92 2.02
________________________________________ ________ ________ ________ ________ ________
Ratio of net investment income (%) 1.09 1.04 .80 .76 1.12
________________________________________ ________ ________ ________ ________ ________
Portfolio turnover rate (%) 27 32 9 10 14
- ---------------------------------------- -------- -------- -------- -------- --------
a Based on average shares outstanding during the period.
b Total return does not reflect the effect of any sales charges.
c Total return would have been lower had certain expenses not been reduced.
* Amount is less than $.005.
58 | Financial Highlights
DWS Dreman High Return Equity Fund - Class R
YEARS ENDED NOVEMBER 30, 2007 2006 2005 2004 2003a
SELECTED PER SHARE DATA
- ------------------------------------------------------------------------------------------------- -
NET ASSET VALUE, BEGINNING OF PERIOD $ 50.72 $ 44.29 $ 41.22 $ 36.43 $ 33.86
- ---------------------------------------- -------- -------- -------- -------- -------
Income (loss) from investment
operations:
Net investment income b .83 .79 .57 .46 .02
________________________________________ ________ ________ ________ ________ _______
Net realized and unrealized gain
(loss) .00*** 7.17 3.06 4.84 2.55
- ---------------------------------------- -------- -------- -------- -------- -------
TOTAL FROM INVESTMENT OPERATIONS .83 7.96 3.63 5.30 2.57
________________________________________ ________ ________ ________ ________ _______
Less distributions from:
Net investment income ( .89) ( .58) ( .56) ( .51) -
________________________________________ ________ ________ ________ ________ _______
Net realized gains ( .42) ( .95) - - -
________________________________________ ________ ________ ________ ________ _______
TOTAL DISTRIBUTIONS ( 1.31) ( 1.53) ( .56) ( .51) -
________________________________________ ________ ________ ________ ________ _______
Redemption fees .00*** .00*** .00*** - -
- ---------------------------------------- -------- -------- -------- -------- -------
NET ASSET VALUE, END OF PERIOD $ 50.24 $ 50.72 $ 44.29 $ 41.22 $ 36.43
- ---------------------------------------- -------- -------- -------- -------- -------
Total Return (%) 1.60 18.14c 8.87 14.67 7.59**
- ---------------------------------------- -------- -------- -------- -------- -------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------------------------- -------
Net assets, end of period ($ millions) 29 31 11 2 .029
________________________________________ ________ ________ ________ ________ ________
Ratio of expenses before expense
reductions (%) 1.31 1.25 1.36 1.48 1.30*
________________________________________ ________ ________ ________ ________ ________
Ratio of expenses after expense
reductions (%) 1.31 1.24 1.36 1.48 1.30*
________________________________________ ________ ________ ________ ________ ________
Ratio of net investment income (%) 1.60 1.65 1.32 1.20 .38*
________________________________________ ________ ________ ________ ________ ________
Portfolio turnover rate (%) 27 32 9 10 14
- ---------------------------------------- -------- -------- -------- -------- --------
a For the period from October 1, 2003 (commencement of operations of Class R
shares) to November 30, 2003.
b Based on average shares outstanding during the period.
c Total return would have been lower had certain expenses not been reduced.
* Annualized
** Not annualized
*** Amount is less than $.005.
Financial Highlights | 59
DWS Dreman Mid Cap Value Fund - Class A
YEARS ENDED NOVEMBER 30, 2007 2006 2005a
SELECTED PER SHARE DATA
- ------------------------------------------------------------------------------- -
NET ASSET VALUE, BEGINNING OF PERIOD $ 11.96 $ 10.04 $ 10.00
- ------------------------------------------------- -------- -------- --------
Income (loss) from investment operations:
Net investment income (loss)b .10 .09 ( .01)
_________________________________________________ ________ ________ ________
Net realized and unrealized gain (loss) .79 1.84 .05
- ------------------------------------------------- -------- -------- --------
TOTAL FROM INVESTMENT OPERATIONS .89 1.93 .04
_________________________________________________ ________ ________ ________
Less distributions from:
Net investment income ( .09) ( .01) -
_________________________________________________ ________ ________ ________
Net realized gains ( .15) - -
_________________________________________________ ________ ________ ________
TOTAL DISTRIBUTIONS ( .24) ( .01) -
_________________________________________________ ________ ________ ________
Redemption fees .00*** .00*** .00***
- ------------------------------------------------- -------- -------- --------
NET ASSET VALUE, END OF PERIOD $ 12.61 $ 11.96 $ 10.04
- ------------------------------------------------- -------- -------- --------
Total Return (%)c,d 7.54 19.20 .40**
- ------------------------------------------------- -------- -------- --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------- --------
Net assets, end of period ($ millions) 48 21 4
_________________________________________________ ________ ________ ________
Ratio of expenses before expense reductions (%) 1.61 2.55 6.68*
_________________________________________________ ________ ________ ________
Ratio of expenses after expense reductions (%) 1.35 1.25e 2.81*
_________________________________________________ ________ ________ ________
Ratio of net investment income (loss) (%) .79 .86 ( .51)*
_________________________________________________ ________ ________ ________
Portfolio turnover rate (%) 82 34 10
- ------------------------------------------------- -------- -------- --------
a For the period from August 2, 2005 (commencement of operations) to November
30, 2005.
b Based on average shares outstanding during period.
c Total return does not reflect the effect of any sales charges.
d Total return would have been lower had certain expenses not been reduced.
e The ratio of operating expenses includes reimbursement of the Fund's
organizational and offering cost incurred since inception of the Fund. The
ratio without this reimbursement would have been 1.54%.
* Annualized
** Not annualized
*** Amount is less than $.005.
60 | Financial Highlights
DWS Dreman Mid Cap Value Fund - Class B
YEARS ENDED NOVEMBER 30, 2007 2006 2005a
SELECTED PER SHARE DATA
- ------------------------------------------------------------------------------- -
NET ASSET VALUE, BEGINNING OF PERIOD $ 11.87 $ 10.02 $ 10.00
- ------------------------------------------------- -------- -------- --------
Income (loss) from investment operations:
Net investment income (loss)b .01 .02 ( .03)
_________________________________________________ ________ ________ ________
Net realized and unrealized gain (loss) .79 1.83 .05
- ------------------------------------------------- -------- -------- --------
TOTAL FROM INVESTMENT OPERATIONS .80 1.85 .02
_________________________________________________ ________ ________ ________
Less distributions from:
Net realized gains ( .15) - -
_________________________________________________ ________ ________ ________
Redemption fees .00*** .00*** .00***
- ------------------------------------------------- -------- -------- --------
NET ASSET VALUE, END OF PERIOD $ 12.52 $ 11.87 $ 10.02
- ------------------------------------------------- -------- -------- --------
Total Return (%)c,d 6.72 18.46 .20**
- ------------------------------------------------- -------- -------- --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------- --------
Net assets, end of period ($ millions) 4 3 1
_________________________________________________ ________ ________ ________
Ratio of expenses before expense reductions (%) 2.46 3.36 7.41*
_________________________________________________ ________ ________ ________
Ratio of expenses after expense reductions (%) 2.05 1.95e 3.51*
_________________________________________________ ________ ________ ________
Ratio of net investment income (loss) (%) .09 .16 ( 1.21)*
_________________________________________________ ________ ________ ________
Portfolio turnover rate (%) 82 34 10
- ------------------------------------------------- -------- -------- --------
a For the period from August 2, 2005 (commencement of operations) to November
30, 2005.
b Based on average shares outstanding during the period.
c Total return does not reflect the effect of any sales charges.
d Total return would have been lower had certain expenses not been reduced.
e The ratio of operating expenses includes reimbursement of the Fund's
organizational and offering cost incurred since the inception of the Fund.
The ratio without this reimbursement would have been 2.24%.
* Annualized
** Not annualized
*** Amount is less than $.005.
Financial Highlights | 61
DWS Dreman Mid Cap Value Fund - Class C
YEARS ENDED NOVEMBER 30, 2007 2006 2005a
SELECTED PER SHARE DATA
- ------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD $ 11.86 $ 10.02 $ 10.00
- ------------------------------------------------- -------- -------- --------
Income (loss) from investment operations:
Net investment income (loss)b .01 .02 ( .03)
_________________________________________________ ________ ________ ________
Net realized and unrealized gain (loss) .79 1.82 .05
- ------------------------------------------------- -------- -------- --------
TOTAL FROM INVESTMENT OPERATIONS .80 1.84 .02
_________________________________________________ ________ ________ ________
Less distributions from:
Net realized gains ( .15) - -
_________________________________________________ ________ ________ ________
Redemption fees .00*** .00*** .00***
- ------------------------------------------------- -------- -------- --------
NET ASSET VALUE, END OF PERIOD $ 12.51 $ 11.86 $ 10.02
- ------------------------------------------------- -------- -------- --------
Total Return (%)c,d 6.81 18.36 .20**
- ------------------------------------------------- -------- -------- --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------- --------
Net assets, end of period ($ millions) 20 9 2
_________________________________________________ ________ ________ ________
Ratio of expenses before expense reductions (%) 2.37 3.34 7.46*
_________________________________________________ ________ ________ ________
Ratio of expenses after expense reductions (%) 2.05 1.95e 3.51*
_________________________________________________ ________ ________ ________
Ratio of net investment income (loss) (%) .09 .16 ( 1.21)*
_________________________________________________ ________ ________ ________
Portfolio turnover rate (%) 82 34 10
- ------------------------------------------------- -------- -------- --------
a For the period from August 2, 2005 (commencement of operations) to November
30, 2005.
b Based on average shares outstanding during the period.
c Total return does not reflect the effect of any sales charges.
d Total return would have been lower had certain expenses not been reduced.
e The ratio of operating expenses includes reimbursement of the Fund's
organizational and offering cost incurred since the inception of the Fund.
The ratio without this reimbursement would have been 2.24%.
* Annualized
** Not annualized
*** Amount is less than $.005.
62 | Financial Highlights
DWS Dreman Small Cap Value Fund - Class A
YEARS ENDED NOVEMBER 30, 2007 2006 2005 2004 2003
SELECTED PER SHARE DATA
- ------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD $ 40.05 $ 35.36 $ 31.98 $ 25.27 $ 18.46
- ------------------------------------------ -------- -------- -------- -------- --------
Income (loss) from investment
operations:
Net investment income (loss)a .16 .13 .17 .09 .17
__________________________________________ ________ ________ ________ ________ ________
Net realized and unrealized gain
(loss) .91 8.09 3.50 6.79 6.73
- ------------------------------------------ -------- -------- -------- -------- --------
TOTAL FROM INVESTMENT OPERATIONS 1.07 8.22 3.67 6.88 6.90
__________________________________________ ________ ________ ________ ________ ________
Less distributions from:
Net investment income - ( .39) - ( .17) ( .09)
__________________________________________ ________ ________ ________ ________ ________
Net realized gains ( 2.11) ( 3.14) ( .29) - -
__________________________________________ ________ ________ ________ ________ ________
TOTAL DISTRIBUTIONS ( 2.11) ( 3.53) ( .29) ( .17) ( .09)
__________________________________________ ________ ________ ________ ________ ________
Redemption fees .00* .00* .00* - -
- ------------------------------------------ -------- -------- -------- -------- --------
NET ASSET VALUE, END OF PERIOD $ 39.01 $ 40.05 $ 35.36 $ 31.98 $ 25.27
- ------------------------------------------ -------- -------- -------- -------- --------
Total Return (%)b 2.79 25.45 11.55 27.37 37.49
- ------------------------------------------ -------- -------- -------- -------- --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ millions) 1,405 1,206 703 579 351
__________________________________________ ________ ________ ________ ________ ________
Ratio of expenses (%) 1.20 1.19 1.27 1.29 1.43
__________________________________________ ________ ________ ________ ________ ________
Ratio of net investment income (loss)
(%) .42 .39 .52 .35 .91
__________________________________________ ________ ________ ________ ________ ________
Portfolio turnover rate (%) 60 48 67 64 67
- ------------------------------------------ -------- -------- -------- -------- --------
a Based on average shares outstanding during period.
b Total return does not reflect the effect of any sales charges.
* Amount is less than $.005.
Financial Highlights | 63
DWS Dreman Small Cap Value Fund - Class B
YEARS ENDED NOVEMBER 30, 2007 2006 2005 2004 2003
SELECTED PER SHARE DATA
- ------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD $ 37.03 $ 32.84 $ 30.01 $ 23.76 $ 17.41
- ------------------------------------------ ------- ------- ------- ------- -------
Income (loss) from investment
operations:
Net investment income (loss)a ( .10) ( .13) ( .09) ( .12) .03
__________________________________________ _______ _______ _______ _______ _______
Net realized and unrealized gain
(loss) .77 7.46 3.21 6.37 6.32
- ------------------------------------------ ------- ------- ------- ------- -------
TOTAL FROM INVESTMENT OPERATIONS .67 7.33 3.12 6.25 6.35
__________________________________________ _______ _______ _______ _______ _______
Less distributions from:
Net realized gains ( 2.11) ( 3.14) ( .29) - -
__________________________________________ _______ _______ _______ _______ _______
Redemption fees .00* .00* .00* - -
- ------------------------------------------ ------- ------- ------- ------- -------
NET ASSET VALUE, END OF PERIOD $ 35.59 $ 37.03 $ 32.84 $ 30.01 $ 23.76
- ------------------------------------------ ------- ------- ------- ------- -------
Total Return (%)b 1.92 24.39 10.50 26.30 36.47
- ------------------------------------------ ------- ------- ------- ------- -------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ millions) 92 117 109 125 133
__________________________________________ _______ _______ _______ _______ _______
Ratio of expenses (%) 2.02 2.06 2.19 2.16 2.27
__________________________________________ _______ _______ _______ _______ _______
Ratio of net investment income (loss)
(%) ( .40) ( .48) ( .40) ( .52) .07
__________________________________________ _______ _______ _______ _______ _______
Portfolio turnover rate (%) 60 48 67 64 67
- ------------------------------------------ ------- ------- ------- ------- -------
a Based on average shares outstanding during the period.
b Total return does not reflect the effect of any sales charges.
* Amount is less than $.005.
64 | Financial Highlights
DWS Dreman Small Cap Value Fund - Class C
YEARS ENDED NOVEMBER 30, 2007 2006 2005 2004 2003
SELECTED PER SHARE DATA
- ------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD $ 37.51 $ 33.19 $ 30.28 $ 23.94 $ 17.54
- ----------------------------------------- -------- -------- -------- -------- --------
Income (loss) from investment
operations:
Net investment income (loss)a ( .08) ( .09) ( .05) ( .09) .04
_________________________________________ ________ ________ ________ ________ ________
Net realized and unrealized gain
(loss) .79 7.55 3.25 6.43 6.36
- ----------------------------------------- -------- -------- -------- -------- --------
TOTAL FROM INVESTMENT OPERATIONS .71 7.46 3.20 6.34 6.40
_________________________________________ ________ ________ ________ ________ ________
Less distributions from:
Net realized gains ( 2.11) ( 3.14) ( .29) - -
_________________________________________ ________ ________ ________ ________ ________
Redemption fees .00* .00* .00* - -
- ----------------------------------------- -------- -------- -------- -------- --------
NET ASSET VALUE, END OF PERIOD $ 36.11 $ 37.51 $ 33.19 $ 30.28 $ 23.94
- ----------------------------------------- -------- -------- -------- -------- --------
Total Return (%)b 2.00 24.54 10.64 26.48 36.49
- ----------------------------------------- -------- -------- -------- -------- --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ millions) 249 270 152 106 71
_________________________________________ ________ ________ ________ ________ ________
Ratio of expenses (%) 1.95 1.93 2.05 2.04 2.21
_________________________________________ ________ ________ ________ ________ ________
Ratio of net investment income (loss)
(%) ( .33) ( .35) ( .26) ( .40) .13
_________________________________________ ________ ________ ________ ________ ________
Portfolio turnover rate (%) 60 48 67 64 67
- ----------------------------------------- -------- -------- -------- -------- --------
a Based on average shares outstanding during the period.
b Total return does not reflect the effect of any sales charges.
* Amount is less than $.005.
Financial Highlights | 65
HOW TO INVEST IN THE FUNDS
Offered in this prospectus are share classes noted on the cover of the
prospectus. Each class has its own fees and expenses, offering you a choice of
cost structures. Each fund may offer other classes of shares in a separate
prospectus. These shares are intended for investors seeking the advice and
assistance of a financial advisor, who will typically receive compensation for
those services. Class R shares are only available to participants in certain
retirement plans.
THE FOLLOWING PAGES TELL YOU HOW TO INVEST IN A FUND AND WHAT TO EXPECT AS A
SHAREHOLDER. The following pages also tell you about many of the services,
choices and benefits of being a shareholder. You'll also find information on
how to check the status of your account using the method that's most convenient
for you.
If you're investing directly with DWS Scudder, all of this information applies
to you. If you're investing through a "third party provider" - for example, a
workplace retirement plan, financial supermarket or financial advisor - your
provider may have its own policies or instructions and you should follow those.
You can find out more about the topics covered here by speaking with your
FINANCIAL ADVISOR OR A REPRESENTATIVE OF YOUR WORKPLACE RETIREMENT PLAN OR
OTHER INVESTMENT PROVIDER.
Before you invest, take a moment to look over the characteristics of each share
class, so that you can be sure to choose the class that's right for you. YOU
MAY WANT TO ASK YOUR FINANCIAL ADVISOR TO HELP YOU WITH THIS DECISION.
CHOOSING A SHARE CLASS
We describe each share class in detail on the following pages. But first, you
may want to look at the table below, which gives you a brief description and
comparison of the main features of each class.
CLASSES AND FEATURES POINTS TO HELP YOU COMPARE
CLASS A
- Sales charge of up to 5.75% charged - Some investors may be able to reduce
when you buy shares or eliminate their sales charge; see
"Class A shares"
- In most cases, no charge when you
sell shares - Total annual expenses are lower than
those for Class B or Class C
- Up to 0.25% annual shareholder
servicing fee
CLASS B
- No sales charge when you buy shares - The deferred sales charge rate falls to
zero after six years
- Deferred sales charge declining from
4.00%, charged when you sell shares - Shares automatically convert to
you bought within the last six years Class A after six years, which means
lower annual expenses going forward
- 0.75% annual distribution fee and up
to 0.25% annual shareholder servicing
fee
CLASS C
- No sales charge when you buy shares - The deferred sales charge rate for one
year is lower for Class C shares than
- Deferred sales charge of 1.00%,
Class B shares, but your shares never
charged when you sell shares you
convert to Class A, so annual expenses
bought within the last year
remain higher
- 0.75% annual distribution fee and up
to 0.25% annual shareholder servicing
fee
CLASS R
- No sales charge when you buy or sell - Class R is only available to participants
shares in certain retirement plans
- 0.25% annual distribution fee and up
to 0.25% annual shareholder servicing
fee
Your financial advisor will typically be paid a fee when you buy shares and may
receive different levels of compensation depending upon which class of shares
you buy. Each fund may pay financial advisors or other intermediaries
compensation for the services they provide to their clients. This compensation
may vary depending on the class share and fund you buy. Your financial advisor
may also receive compensation from the Advisor and/or its affiliates. Please
see "Financial intermediary support payments" for more information.
Choosing a Share Class | 67
Class A shares
Class A shares may make sense for long-term investors, especially
those who are eligible for a reduced or eliminated sales charge.
Class A shares have a 12b-1 plan, under which a shareholder
servicing fee of up to 0.25% is deducted from class assets each
year. Because the shareholder servicing fee is continuous in nature,
it may, over time, increase the cost of your investment and may cost
you more than paying other types of sales charges.
Class A shares have an up-front sales charge that varies with the
amount you invest:
FRONT-END SALES FRONT-END SALES
CHARGE AS % CHARGE AS % OF YOUR
YOUR INVESTMENT OF OFFERING PRICE 1,2 NET INVESTMENT 2
Up to $50,000 5.75% 6.10%
$ 50,000-$99,999 4.50 4.71
$ 100,000-$249,999 3.50 3.63
$ 250,000-$499,999 2.60 2.67
$ 500,000-$999,999 2.00 2.04
$1 million or more see below see below
1 The offering price includes the sales charge.
2 Because of rounding in the calculation of the offering price,
the actual front-end sales charge paid by an investor may be
higher or lower than the percentages noted.
YOU MAY BE ABLE TO LOWER YOUR CLASS A SALES CHARGE IF:
- you plan to invest at least $50,000 in Class A shares (including
Class A shares in other retail DWS funds) over the next 24 months
("Letter of Intent")
- the amount of Class A shares you already own (including Class A
shares in other retail DWS funds) plus the amount you're
investing now in Class A shares is at least $50,000 ("Cumulative
Discount")
- you are investing a total of $50,000 or more in Class A shares of
several retail DWS funds on the same day ("Combined Purchases")
68 | Choosing a Share Class
The point of these three features is to let you count investments
made at other times or in certain other funds for purposes of
calculating your present sales charge. Any time you can use the
privileges to "move" your investment into a lower sales charge
category, it's generally beneficial for you to do so.
For purposes of determining whether you are eligible for a reduced
Class A sales charge, you and your immediate family (your spouse or
life partner and your children or stepchildren age 21 or younger)
may aggregate your investments in the DWS family of funds. This
includes, for example, investments held in a retirement account, an
employee benefit plan or at a financial advisor other than the one
handling your current purchase. These combined investments will be
valued at their current offering price to determine whether your
current investment qualifies for a reduced sales charge.
To receive a reduction in your Class A initial sales charge, you
must let your financial advisor or Shareholder Services know at the
time you purchase shares that you qualify for such a reduction. You
may be asked by your financial advisor or Shareholder Services to
provide account statements or other information regarding related
accounts of you or your immediate family in order to verify your
eligibility for a reduced sales charge.
For more information about sales charge discounts, please visit
www.dws-scudder.com (click on the link entitled "Fund Sales Charge
and Breakpoint Schedule"), consult with your financial advisor or
refer to the section entitled "Purchase or Redemption of Shares" in
each fund's Statement of Additional Information.
IN CERTAIN CIRCUMSTANCES, YOU MAY BE ABLE TO BUY CLASS A SHARES
WITHOUT A SALES CHARGE. For example, the sales charge will be waived
if you are reinvesting dividends or distributions or if you are
exchanging an investment in Class A shares of another fund in the
DWS family of funds for an investment in Class A shares of a fund.
In addition, a sales charge waiver may apply to transactions by
certain retirement plans and certain other entities or persons
(e.g., affiliated persons of Deutsche Asset Management or the DWS
funds) and with respect to certain types of investments (e.g., an
investment advisory or agency commission program under which you pay
a fee to an investment advisor or other firm for portfolio
management or brokerage services).
Choosing a Share Class | 69
Details regarding the types of investment programs and categories of
investors eligible for a sales charge waiver are provided in each
fund's Statement of Additional Information.
There are a number of additional provisions that apply in order to
be eligible for a sales charge waiver. Each fund may waive the sales
charge for investors in other situations as well. Your financial
advisor or Shareholder Services can answer your questions and help
you determine if you are eligible.
IF YOU'RE INVESTING $1 MILLION OR MORE, either as a lump sum or
through one of the sales charge reduction features described above,
you may be eligible to buy Class A shares without a sales charge
("Large Order NAV Purchase Privilege"). However, you may be charged
a contingent deferred sales charge (CDSC) of 1.00% on any shares you
sell within 12 months of owning them and a similar charge of 0.50%
on shares you sell within the following six months. This CDSC is
waived under certain circumstances (see "Policies You Should Know
About"). Your financial advisor or Shareholder Services can answer
your questions and help you determine if you're eligible.
Class B shares
Class B shares may make sense for long-term investors who prefer to
see all of their investment go to work right away and can accept
somewhat higher annual expenses. Please note, however, that since
not all DWS funds offer Class B shares, exchange options may be
limited.
With Class B shares, you pay no up-front sales charge to a fund.
Class B shares have a 12b-1 plan, under which a distribution fee of
0.75% and a shareholder servicing fee of up to 0.25% are deducted
from class assets each year. This means the annual expenses for
Class B shares are somewhat higher (and their performance
correspondingly lower) compared to Class A shares. However, unlike
Class A shares, your entire investment goes to work immediately.
After six years, Class B shares automatically convert on a tax-free
basis to Class A shares, which has the net effect of lowering the
annual expenses from the seventh year on.
70 | Choosing a Share Class
Class B shares have a CDSC. This charge declines over the years you
own shares and disappears completely after six years of ownership.
But for any shares you sell within those six years, you may be
charged as follows:
YEAR AFTER YOU BOUGHT SHARES CDSC ON SHARES YOU SELL
First year 4.00%
Second or third year 3.00
Fourth or fifth year 2.00
Sixth year 1.00
Seventh year and later None (automatic conversion to Class A)
This CDSC is waived under certain circumstances (see "Policies You
Should Know About"). Your financial advisor or Shareholder Services
can answer your questions and help you determine if you're eligible.
While Class B shares don't have any front-end sales charge, their
higher annual expenses mean that over the years you could end up
paying more than the equivalent of the maximum allowable front-end
sales charge.
If you are thinking of making a large purchase in Class B shares or
if you already own a large amount of Class A shares of a fund or
other DWS funds, it may be more cost efficient to purchase Class A
shares instead. Orders to purchase Class B shares of $100,000 or
more will be declined with the exception of orders received from
financial representatives acting for clients whose shares are held
in an omnibus account and certain employer-sponsored employee
benefit plans.
Choosing a Share Class | 71
Class C shares
Class C shares may appeal to investors who plan to sell some or all
of their shares within six years of buying them or who aren't
certain of their investment time horizon.
With Class C shares, you pay no up-front sales charge to a fund.
Class C shares have a 12b-1 plan, under which a distribution fee of
0.75% and a shareholder servicing fee of up to 0.25% are deducted
from class assets each year. Because of these fees, the annual
expenses for Class C shares are similar to those of Class B shares,
but higher than those for Class A shares (and the performance of
Class C shares is correspondingly lower than that of Class A
shares).
Unlike Class B shares, Class C shares do NOT automatically convert
to Class A shares after six years, so they continue to have higher
annual expenses.
Class C shares have a CDSC, but only on shares you sell within one
year of buying them:
YEAR AFTER YOU BOUGHT SHARES CDSC ON SHARES YOU SELL
First year 1.00%
Second year and later None
This CDSC is waived under certain circumstances (see "Policies You
Should Know About"). Your financial advisor or Shareholder Services
can answer your questions and help you determine if you're eligible.
While Class C shares do not have an up-front sales charge, their
higher annual expenses mean that, over the years, you could end up
paying more than the equivalent of the maximum allowable up-front
sales charge.
Orders to purchase Class C shares of $500,000 or more will be
declined with the exception of orders received from financial
representatives acting for clients whose shares are held in an
omnibus account and certain employer-sponsored employee benefit
plans.
72 | Choosing a Share Class
Class R shares
Class R shares have no initial sales charge or deferred sales
charge. Class R shares have a 12b-1 plan, under which a distribution
fee of 0.25% and a shareholder servicing fee of up to 0.25% are
deducted from class assets each year. Because distribution fees are
continuous in nature, these fees may, over time, increase the cost
of your investment and may cost you more than paying other types of
sales charges.
Eligibility requirements
YOU MAY BUY CLASS R SHARES if you are a participant in any of the
following types of employer-sponsored plans that offer
Class R shares of the fund:
- All section 401(a) and 457 plans
- Certain section 403(b)(7) plans
- 401(k), profit sharing, money purchase pension and defined
benefit plans
- Non-qualified deferred compensation plans
Choosing a Share Class | 73
How to BUY Class A, B and C Shares
FIRST INVESTMENT ADDITIONAL INVESTMENTS
$1,000 or more for most accounts $50 or more for regular accounts and
$500 or more for IRAs IRAs
$500 or more for an account with an $50 or more for an account with an
Automatic Investment Plan Automatic Investment Plan
THROUGH A FINANCIAL ADVISOR
- To obtain an application, contact your - Contact your advisor using the
advisor method that's most convenient for you
BY MAIL OR EXPRESS MAIL (SEE BELOW)
- Fill out and sign an application - Send a check made payable to "DWS
Scudder" and an investment slip to us
- Send it to us at the appropriate
address, along with an investment - If you don't have an investment slip,
check made payable to "DWS simply include a letter with your
Scudder" name, account number, the full name
of the fund and the share class and
your investment instructions
BY WIRE
- Call (800) 621-1048 for instructions - Call (800) 621-1048 for instructions
BY PHONE
Not available - Call (800) 621-1048 for instructions
WITH AN AUTOMATIC INVESTMENT PLAN
- Fill in the information on our - To set up regular investments from a
application including a check for the bank checking account call (800) 621-
initial investment and a voided check 1048 ($50 minimum)
USING QuickBuy
Not available - Call (800) 621-1048 to make sure
QuickBuy is set up on your account; if
it is, you can request a transfer from
your bank account of any amount
between $50 and $250,000
ON THE INTERNET
Not available - Call (800) 621-1048 to ensure you have
electronic services
- Register at www.dws-scudder.com or
log in if already registered
- Follow the instructions for buying
shares with money from your bank
account
- --------------------------------------------------------------------------------
REGULAR MAIL:
First Investment: DWS Scudder, PO Box 219356, Kansas City, MO 64121-9356
Additional Investments: DWS Scudder, PO Box 219154, Kansas City, MO 64121-9154
EXPRESS, REGISTERED OR CERTIFIED MAIL:
DWS Scudder, 210 West 10th Street, Kansas City, MO 64105-1614
74 | How to Buy Class A, B and C Shares
How to EXCHANGE or SELL Class A, B and C Shares
EXCHANGING INTO ANOTHER FUND SELLING SHARES
Some transactions, including most for
- Exchanges into existing accounts:
over $100,000, can only be ordered in
$50 minimum per fund
writing with a signature guarantee;
- Exchanges into new accounts:
please see "Signature Guarantee"
$1,000 minimum per fund for most
accounts
$500 minimum for IRAs
THROUGH A FINANCIAL ADVISOR
- Contact your advisor using the - Contact your advisor by the method
method that's most convenient for you that's most convenient for you
BY PHONE BY PHONE OR WIRE
- Call (800) 621-1048 for instructions - Call (800) 621-1048 for instructions
BY MAIL OR EXPRESS MAIL
(see previous page for address)
Write a letter that includes: Write a letter that includes:
- the fund, class and account number - the fund, class and account number
you're exchanging out of from which you want to sell shares
- the dollar amount or number of shares - the dollar amount or number of shares
you want to exchange you want to sell
- the name and class of the fund you - your name(s), signature(s) and
want to exchange into address, as they appear on your
account
- your name(s), signature(s) and
address, as they appear on your - a daytime telephone number
account
- a daytime telephone number
WITH AN AUTOMATIC EXCHANGE PLAN WITH AN AUTOMATIC WITHDRAWAL PLAN
- To set up regular exchanges from a - Call (800) 621-1048 (minimum $50)
fund account, call (800) 621-1048
USING QuickSell
Not available - Call (800) 621-1048 to make sure
QuickSell is set up on your account; if
it is, you can request a transfer to your
bank account of any amount between
$50 and $250,000
ON THE INTERNET
- Register at www.dws-scudder.com or - Register at www.dws-scudder.com or
log in if already registered log in if already registered
- Follow the instructions for making on- - Follow the instructions for making on-
line exchanges line redemptions
- --------------------------------------------------------------------------------
TO REACH US: WEB SITE: www.dws-scudder.com
TELEPHONE REPRESENTATIVE: (800) 621-1048, M-F, 9 a.m. - 6 p.m. ET
TDD LINE: (800) 972-3006, M-F, 9 a.m. - 6 p.m. ET
How to Exchange or Sell Class A, B and C Shares | 75
How to BUY and SELL Class R Shares
If your plan sponsor has selected Class R shares as an investment
option, you may buy Class R shares through your securities dealer or
through any financial institution that is authorized to act as a
shareholder servicing agent ("shareholder servicing agent"). Contact
them for details on how to enter and pay for your order. Shareholder
servicing agents include brokers, financial representatives or any
other bank, dealer or other institution that has a sub-shareholder
servicing agreement with the funds. Shareholder servicing agents may
charge additional fees to investors for those services not otherwise
included in their sub-distribution or servicing agreement, such as
cash management or special trust or retirement investment reporting.
In addition, the Advisor or administrator may provide compensation
to shareholder servicing agents for distribution, administrative and
promotional services.
There are no minimum investments with respect to Class R shares.
Instructions for buying and selling shares must generally be
submitted by your employer-sponsored plan, not by plan participants
for whose benefit the shares are held. Please contact your
shareholder servicing agent for more information on how to open a
fund account.
Financial intermediary support payments
The Advisor, DWS Scudder Distributors, Inc. (the "Distributor")
and/or their affiliates may pay additional compensation, out of
their own assets and not as an additional charge to each fund, to
selected affiliated and unaffiliated brokers, dealers, participating
insurance companies or other financial intermediaries ("financial
advisors") in connection with the sale and/or distribution of fund
shares or the retention and/or servicing of fund investors and fund
shares ("revenue sharing"). Such revenue sharing payments are in
addition to any distribution or service fees payable under any Rule
12b-1 or service plan of each fund, any record keeping/sub-transfer
agency/networking fees payable by each fund (generally through the
Distributor or an affiliate) and/or the Distributor to certain
financial advisors for performing such services and any sales
charge, commissions, non-cash compensation arrangements expressly
permitted under applicable rules of the Financial Industry
Regulatory Authority or other concessions described in the fee table
or elsewhere in
76 | How to Buy and Sell Class R Shares
this prospectus or the Statement of Additional Information as
payable to all financial advisors. For example, the Advisor, the
Distributor and/or their affiliates may compensate financial
advisors for providing a fund with "shelf space" or access to a
third party platform or fund offering list or other marketing
programs, including, without limitation, inclusion of the fund on
preferred or recommended sales lists, mutual fund "supermarket"
platforms and other formal sales programs; granting the Distributor
access to the financial advisor's sales force; granting the
Distributor access to the financial advisor's conferences and
meetings; assistance in training and educating the financial
advisor's personnel; and obtaining other forms of marketing support.
The level of revenue sharing payments made to financial advisors may
be a fixed fee or based upon one or more of the following factors:
gross sales, current assets and/or number of accounts of each fund
attributable to the financial advisor, the particular fund or fund
type or other measures as agreed to by the Advisor, the Distributor
and/or their affiliates and the financial advisors or any
combination thereof. The amount of these revenue sharing payments is
determined at the discretion of the Advisor, the Distributor and/or
their affiliates from time to time, may be substantial, and may be
different for different financial advisors based on, for example,
the nature of the services provided by the financial advisor.
The Advisor, the Distributor and/or their affiliates currently make
revenue sharing payments from their own assets in connection with
the sale and/or distribution of DWS Fund shares or the retention
and/or servicing of investors and DWS Fund shares to financial
advisors in amounts that generally range from .01% up to .50% of
assets of each fund serviced and maintained by the financial
advisor, .10% to .25% of sales of each fund attributable to the
financial advisor, a flat fee of $12,500 up to $500,000, or any
combination thereof. These amounts are subject to change at the
discretion of the Advisor, the Distributor and/or their affiliates.
Receipt of, or the prospect of receiving, this additional
compensation may influence your financial advisor's recommendation
of each fund or of any particular share class of each fund. You
should review your financial advisor's compensation disclosure
and/or talk to your financial advisor to obtain more information on
how this compensation may have influenced your financial advisor's
recommendation of each fund. Additional information regarding these
revenue sharing
How to Buy and Sell Class R Shares | 77
payments is included in each fund's Statement of Additional
Information, which is available to you on request at no charge (see
the back cover of this prospectus for more information on how to
request a copy of the Statement of Additional Information).
The Advisor, the Distributor and/or their affiliates may also make
such revenue sharing payments to financial advisors under the terms
discussed above in connection with the distribution of both DWS
funds and non-DWS funds by financial advisors to retirement plans
that obtain record keeping services from ADP, Inc. on the DWS
Scudder branded retirement plan platform (the "Platform") with the
level of revenue sharing payments being based upon sales of both the
DWS funds and the non-DWS funds by the financial advisor on the
Platform or current assets of both the DWS funds and the non-DWS
funds serviced and maintained by the financial advisor on the
Platform.
It is likely that broker-dealers that execute portfolio transactions
for each fund will include firms that also sell shares of the DWS
funds to their customers. However, the Advisor will not consider
sales of DWS fund shares as a factor in the selection of
broker-dealers to execute portfolio transactions for the DWS funds.
Accordingly, the Advisor has implemented policies and procedures
reasonably designed to prevent its traders from considering sales of
DWS fund shares as a factor in the selection of broker-dealers to
execute portfolio transactions for each fund. In addition, the
Advisor, the Distributor and/or their affiliates will not use fund
brokerage to pay for their obligation to provide additional
compensation to financial advisors as described above.
POLICIES YOU SHOULD KNOW ABOUT
Along with the information on the previous pages, the policies below
may affect you as a shareholder. Some of this information, such as
the section on distributions and taxes, applies to all investors,
including those investing through a financial advisor.
78 | Policies You Should Know About
If you are investing through a financial advisor or through a
retirement plan, check the materials you received from them about
how to buy and sell shares because particular financial advisors or
other intermediaries may adopt policies, procedures or limitations
that are separate from those described by a fund. Please note that a
financial advisor may charge fees separate from those charged by a
fund and may be compensated by a fund.
Keep in mind that the information in this prospectus applies only to
the shares offered herein. Other share classes are described in
separate prospectuses and have different fees, requirements and
services.
In order to reduce the amount of mail you receive and to help reduce
expenses, we generally send a single copy of any shareholder report
and prospectus to each household. If you do not want the mailing of
these documents to be combined with those for other members of your
household, please contact your financial advisor or call (800)
621-1048.
DWS DREMAN SMALL CAP VALUE FUND. Effective December 29, 2006, DWS
Dreman Small Cap Value Fund was closed to new investors except as
described below. Unless you fit into one of the investor eligibility
categories described below, you may not invest in the fund.
You may purchase fund shares through your existing fund account and
reinvest dividends and capital gains if, as of 4:00 p.m. Eastern
time December 29, 2006, you were:
- a current fund shareholder; or
- a participant in any group retirement, employee stock bonus,
pension or profit sharing plan that offers the fund as an
investment option.
New accounts may be opened for:
- transfers of shares from existing accounts in this fund
(including IRA rollovers);
- Officers, Trustees and Directors of the DWS Funds, and full-time
employees and their family members of DIMA and its affiliates;
Policies You Should Know About | 79
- any group retirement, employee stock bonus, pension or profit
sharing plan using the Flex subaccount recordkeeping system made
available through ADP Inc. under an alliance with DWS Scudder
Distributors, Inc. ("DWS-SDI") ("Flex Plans");
- any group retirement, employee stock bonus, pension or profit
sharing plan, other than a Flex Plan, that includes the fund as
an investment option as of December 29, 2006;
- purchases through any comprehensive or "wrap" fee program or
other fee based program; or
- accounts managed by DIMA, any advisory products offered by DIMA
or DWS-SDI and the portfolios of DWS Allocation Series or other
fund of funds managed by DIMA or its affiliates.
Except as otherwise noted, these restrictions apply to investments
made directly with DWS-SDI, the fund's principal underwriter or
through an intermediary relationship with a financial services firm
established with respect to the DWS Funds as of December 29, 2006.
Institutions that maintain omnibus account arrangements are not
allowed to open new sub-accounts for new investors, unless the
investor is one of the types listed above. Once an account is
closed, new investments will not be accepted unless you satisfy one
of the investor eligibility categories listed above.
Exchanges will not be permitted unless the exchange is being made
into an existing fund account.
DWS-SDI may, at its discretion, require appropriate documentation
that shows an investor is eligible to purchase fund shares.
The fund may resume sales of shares to additional investors at a
future date, but has no present intention to do so.
IRA ROLLOVERS. You may complete a direct rollover from an
employer-sponsored plan offering Class R shares to an IRA account by
reinvesting up to the full amount of your distribution in Class A
shares of any DWS fund at net asset value. Subsequent purchases of
Class A shares will be made at the public offering price as
described in the prospectus for Class A shares. Please note that if
you terminate your participation in an employer-sponsored plan and
transfer all of your Class R shares, you will lose the privilege of
purchasing Class R shares in the future. Rollovers to a DWS Class R
share IRA are not permitted.
80 | Policies You Should Know About
Policies about transactions
EACH FUND IS OPEN FOR BUSINESS each day the New York Stock Exchange
is open. Each fund calculates its share price for each class every
business day, as of the close of regular trading on the New York
Stock Exchange (typically 4:00 p.m. Eastern time, but sometimes
earlier, as in the case of scheduled half-day trading or unscheduled
suspensions of trading). You can place an order to buy or sell
shares at any time.
To help the government fight the funding of terrorism and money
laundering activities, federal law requires all financial
institutions to obtain, verify and record information that
identifies each person who opens an account. What this means to you:
When you open an account, we will ask for your name, address, date
of birth and other information that will allow us to identify you.
Some or all of this information will be used to verify the identity
of all persons opening an account.
We might request additional information about you (which may include
certain documents, such as articles of incorporation for companies)
to help us verify your identity and, in some cases, the information
and/or documents may be required to conduct the verification. The
information and documents will be used solely to verify your
identity.
We will attempt to collect any missing required and requested
information by contacting you or your financial advisor. If we are
unable to obtain this information within the time frames established
by each fund, then we may reject your application and order.
Each fund will not invest your purchase until all required and
requested identification information has been provided and your
application has been submitted in "good order." After we receive all
the information, your application is deemed to be in good order and
we accept your purchase, you will receive the net asset value per
share next calculated, less any applicable sales charge.
If we are unable to verify your identity within time frames
established by each fund, after a reasonable effort to do so, you
will receive written notification.
With certain limited exceptions, only US residents may invest in
each fund.
Policies You Should Know About | 81
Because orders placed through a financial advisor must be forwarded
to the transfer agent before they can be processed, you'll need to
allow extra time. Your financial advisor should be able to tell you
approximately when your order will be processed. It is the
responsibility of your financial advisor to forward your order to
the transfer agent in a timely manner.
INITIAL PURCHASE. The minimum initial investment for Class A, B and
C shares is $1,000, except for investments on behalf of participants
in certain fee-based and wrap programs offered through certain
financial intermediaries approved by the Advisor, for which there is
no minimum initial investment; and IRAs, for which the minimum
initial investment is $500 per account. The minimum initial
investment is $500 per account if you establish an automatic
investment plan. Group retirement plans and certain other accounts
have similar or lower minimum share balance requirements.
SUB-MINIMUM BALANCES. Each fund may close your account and send you
the proceeds if your balance falls below $1,000 ($250 for retirement
accounts and $500 for accounts with an Automatic Investment Plan
funded with $50 or more per month in subsequent investments). We
will give you 60 days' notice (90 days for retirement accounts) so
you can either increase your balance or close your account (these
policies don't apply to investors with $100,000 or more in DWS fund
shares, investors in certain fee-based and wrap programs offered
through certain financial intermediaries approved by the Advisor,
group retirement plans and certain other accounts having lower
minimum share balance requirements or Class R shares).
SUBSEQUENT INVESTMENTS. The minimum subsequent investment is $50.
However, there is no minimum investment requirement for subsequent
investments in Class A shares on behalf of participants in certain
fee-based and wrap programs offered through certain financial
intermediaries approved by the Advisor.
MARKET TIMING POLICIES AND PROCEDURES. Short-term and excessive
trading of fund shares may present risks to long-term shareholders,
including potential dilution in the value of fund shares,
interference with the efficient management of a fund's portfolio
(including losses on the sale of investments), taxable gains to
remaining shareholders and increased brokerage and administrative
costs. These risks may be more pronounced if a fund invests in
certain securities, such as those that trade in foreign markets, are
illiquid or do not otherwise have "readily
82 | Policies You Should Know About
available market quotations." Certain investors may seek to employ
short-term trading strategies aimed at exploiting variations in
portfolio valuation that arise from the nature of the securities
held by a fund (e.g., "time zone arbitrage"). Each fund discourages
short-term and excessive trading and has adopted policies and
procedures that are intended to detect and deter short-term and
excessive trading.
Pursuant to its policies, each fund will impose a 2% redemption fee
on fund shares held for less than a specified holding period
(subject to certain exceptions discussed below under "Redemption
fees"). Each fund also reserves the right to reject or cancel a
purchase or exchange order for any reason without prior notice. For
example, a fund may in its discretion reject or cancel a purchase or
an exchange order even if the transaction is not subject to the
specific roundtrip transaction limitation described below if the
Advisor believes that there appears to be a pattern of short-term or
excessive trading activity by a shareholder or deems any other
trading activity harmful or disruptive to a fund. Each fund, through
its Advisor and transfer agent, will measure short-term and
excessive trading by the number of roundtrip transactions within a
shareholder's account during a rolling 12-month period. A
"roundtrip" transaction is defined as any combination of purchase
and redemption activity (including exchanges) of the same fund's
shares. Each fund may take other trading activity into account if a
fund believes such activity is of an amount or frequency that may be
harmful to long-term shareholders or disruptive to portfolio
management.
Shareholders are limited to four roundtrip transactions in the same
DWS Fund (excluding money market funds) over a rolling 12-month
period. Shareholders with four or more roundtrip transactions in the
same DWS Fund within a rolling 12-month period generally will be
blocked from making additional purchases of, or exchanges into, that
DWS Fund. Each fund has sole discretion whether to remove a block
from a shareholder's account. The rights of a shareholder to redeem
shares of a DWS Fund are not affected by the four roundtrip
transaction limitation, but all redemptions remain subject to each
fund's redemption fee policy (see "Redemption fees" described
below).
Policies You Should Know About | 83
Each fund may make exceptions to the roundtrip transaction policy
for certain types of transactions if, in the opinion of the Advisor,
the transactions do not represent short-term or excessive trading or
are not abusive or harmful to a fund, such as, but not limited to,
systematic transactions, required minimum retirement distributions,
transactions initiated by a fund or administrator and transactions
by certain qualified fund-of-fund(s).
In certain circumstances where shareholders hold shares of a fund
through a financial intermediary, the fund may rely upon the
financial intermediary's policy to deter short-term or excessive
trading if the Advisor believes that the financial intermediary's
policy is reasonably designed to detect and deter transactions that
are not in the best interests of a fund. A financial intermediary's
policy relating to short-term or excessive trading may be more or
less restrictive than the DWS Funds' policy, may permit certain
transactions not permitted by the DWS Funds' policies, or prohibit
transactions not subject to the DWS Funds' policies.
The Advisor may also accept undertakings from a financial
intermediary to enforce short-term or excessive trading policies on
behalf of a fund that provide a substantially similar level of
protection for each fund against such transactions. For example,
certain financial intermediaries may have contractual, legal or
operational restrictions that prevent them from blocking an account.
In such instances, the financial intermediary may use alternate
techniques that the Advisor considers to be a reasonable substitute
for such a block.
In addition, if a fund invests some portion of its assets in foreign
securities, it has adopted certain fair valuation practices intended
to protect the fund from "time zone arbitrage" with respect to its
foreign securities holdings and other trading practices that seek to
exploit variations in portfolio valuation that arise from the nature
of the securities held by a fund. (See "How each fund calculates
share price.")
There is no assurance that these policies and procedures will be
effective in limiting short-term and excessive trading in all cases.
For example, the Advisor may not be able to effectively monitor,
detect or limit short-term or excessive trading by underlying
shareholders that occurs through omnibus accounts maintained by
broker-dealers or other financial intermediaries. The Advisor
84 | Policies You Should Know About
reviews trading activity at the omnibus level to detect short-term
or excessive trading. If the Advisor has reason to suspect that
short-term or excessive trading is occurring at the omnibus level,
the Advisor will contact the financial intermediary to request
underlying shareholder level activity. Depending on the amount of
fund shares held in such omnibus accounts (which may represent most
of a fund's shares) short-term and/or excessive trading of fund
shares could adversely affect long-term shareholders in a fund. If
short-term or excessive trading is identified, the Advisor will take
appropriate action.
Each fund's market timing policies and procedures may be modified or
terminated at any time.
REDEMPTION FEES. Each fund imposes a redemption fee of 2% of the
total redemption amount (calculated at net asset value, without
regard to the effect of any contingent deferred sales charge; any
contingent deferred sales charge is also assessed on the total
redemption amount without regard to the assessment of the 2%
redemption fee) on all fund shares redeemed or exchanged within 15
days of buying them (either by purchase or exchange). The redemption
fee is paid directly to each fund and is designed to encourage
long-term investment and to offset transaction and other costs
associated with short-term or excessive trading. For purposes of
determining whether the redemption fee applies, shares held the
longest time will be treated as being redeemed first and shares held
the shortest time will be treated as being redeemed last.
The redemption fee is applicable to fund shares purchased either
directly or through a financial intermediary, such as a
broker-dealer. Transactions through financial intermediaries
typically are placed with a fund on an omnibus basis and include
both purchase and sale transactions placed on behalf of multiple
investors. These purchase and sale transactions are generally netted
against one another and placed on an aggregate basis; consequently
the identities of the individuals on whose behalf the transactions
are placed generally are not known to a fund. For this reason, each
fund has undertaken to notify financial intermediaries of their
obligation to assess the redemption fee on customer accounts and to
collect and remit the proceeds to each fund. However, due to
operational requirements, the intermediaries' methods for tracking
and calculating the fee may be inadequate or differ in some respects
from each fund's. Subject to approval by the Advisor or each fund's
Board, intermediaries
Policies You Should Know About | 85
who transact business on an omnibus basis may implement the
redemption fees according to their own operational guidelines (which
may be different than the funds' policies) and remit the fees to the
funds.
The redemption fee will not be charged in connection with the
following exchange or redemption transactions: (i) transactions on
behalf of participants in certain research wrap programs; (ii)
transactions on behalf of a shareholder to return any excess IRA
contributions to the shareholder; (iii) transactions on behalf of a
shareholder to effect a required minimum distribution on an IRA;
(iv) transactions on behalf of any mutual fund advised by the
Advisor and its affiliates (e.g., "funds of funds") or, in the case
of a master/feeder relationship, redemptions by the feeder fund from
the master portfolio; (v) transactions on behalf of certain
unaffiliated mutual funds operating as funds of funds; (vi)
transactions following death or disability of any registered
shareholder, beneficial owner or grantor of a living trust with
respect to shares purchased before death or disability; (vii)
transactions involving hardship of any registered shareholder;
(viii) systematic transactions with pre-defined trade dates for
purchases, exchanges or redemptions, such as automatic account
rebalancing, or loan origination and repayments; (ix) transactions
involving shares purchased through the reinvestment of dividends or
other distributions; (x) transactions involving shares transferred
from another account in the same fund or converted from another
class of the same fund (the redemption fee period will carry over to
the acquired shares); (xi) transactions initiated by a fund or
administrator (e.g., redemptions for not meeting account minimums,
to pay account fees funded by share redemptions, or in the event of
the liquidation or merger of the fund); or (xii) transactions in
cases when there are legal or contractual limitations or
restrictions on the imposition of the redemption fee (as determined
by a fund or its agents in their sole discretion). It is the policy
of the DWS funds to permit approved fund platform providers to
execute transactions within the funds without the imposition of a
redemption fee if such providers have implemented alternative
measures that are determined by the Advisor to provide controls on
short-term and excessive trading that are comparable to the DWS
funds' policies.
86 | Policies You Should Know About
THE AUTOMATED INFORMATION LINE IS AVAILABLE 24 HOURS A DAY BY
CALLING (800) 621-1048. You can use our automated phone services to
get information on DWS funds generally and on accounts held directly
at DWS Scudder. You can also use this service to make exchanges and
to purchase and sell shares.
QUICKBUY AND QUICKSELL let you set up a link between a DWS fund
account and a bank account. Once this link is in place, you can move
money between the two with a phone call. You'll need to make sure
your bank has Automated Clearing House (ACH) services. Transactions
take two to three days to be completed and there is a $50 minimum
and a $250,000 maximum. To set up QuickBuy or QuickSell on a new
account, see the account application; to add it to an existing
account, call (800) 621-1048.
TELEPHONE AND ELECTRONIC TRANSACTIONS. Generally, you are
automatically entitled to telephone and electronic transaction
privileges, but you may elect not to have them when you open your
account or by contacting Shareholder Services at (800) 621-1048 at a
later date.
Since many transactions may be initiated by telephone or
electronically, it's important to understand that as long as we take
reasonable steps to ensure that an order to purchase or redeem
shares is genuine, such as recording calls or requesting
personalized security codes or other information, we are not
responsible for any losses that may occur as a result. For
transactions conducted over the Internet, we recommend the use of a
secure Internet browser. In addition, you should verify the accuracy
of your confirmation statements immediately after you receive them.
EACH FUND DOES NOT ISSUE SHARE CERTIFICATES. However, if you
currently have shares in certificated form, you must include the
share certificates properly endorsed or accompanied by a duly
executed stock power when exchanging or redeeming shares. You may
not exchange or redeem shares in certificate form by telephone or
via the Internet.
WHEN YOU ASK US TO SEND OR RECEIVE A WIRE, please note that while we
don't charge a fee to send or receive wires, it's possible that your
bank may do so. Wire transactions are generally completed within 24
hours. Each fund can only send wires of $1,000 or more and accept
wires of $50 or more.
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS
The DWS Scudder Web site can be a valuable resource for shareholders with
Internet access. Go to WWW.DWS-SCUDDER.COM to get up-to-date information, review
balances or even place orders for exchanges.
Policies You Should Know About | 87
EACH FUND ACCEPTS PAYMENT FOR SHARES ONLY IN US DOLLARS by check,
bank or Federal Funds wire transfer or by electronic bank transfer.
Please note that a fund does not accept cash, money orders,
traveler's checks, starter checks, third party checks (except checks
for retirement plan asset transfers and rollovers or for Uniform
Gifts to Minors Act/Uniform Transfers to Minors Act accounts),
checks drawn on foreign banks or checks issued by credit card
companies or Internet-based companies. Thus, subject to the
foregoing exceptions for certain third party checks, checks that are
otherwise permissible must be drawn by the account holder on a
domestic bank and must be payable to a fund.
SIGNATURE GUARANTEE. When you want to sell more than $100,000 worth
of shares or send proceeds to a third party or to a new address,
you'll usually need to place your order in writing and include a
signature guarantee. However, if you want money wired to a bank
account that is already on file with us, you don't need a signature
guarantee. Also, generally you don't need a signature guarantee for
an exchange, although we may require one in certain other
circumstances.
A signature guarantee is simply a certification of your signature -
a valuable safeguard against fraud. You can get a signature
guarantee from an eligible guarantor institution, including
commercial banks, savings and loans, trust companies, credit unions,
member firms of a national stock exchange or any member or
participant of an approved signature guarantor program. Note that
you can't get a signature guarantee from a notary public and we must
be provided the original guarantee.
SELLING SHARES OF TRUST ACCOUNTS AND BUSINESS OR ORGANIZATION
ACCOUNTS may require additional documentation. Please call (800)
621-1048 or contact your financial advisor for more information.
WHEN YOU SELL SHARES THAT HAVE A CDSC, we calculate the CDSC as a
percentage of what you paid for the shares or what you are selling
them for - whichever results in the lower charge to you. In
processing orders to sell shares, the shares with the lowest CDSC
are sold first. Exchanges from one fund into another don't affect
CDSCs; for each investment you make, the date you first bought
shares is the date we use to calculate a CDSC on that particular
investment.
There are certain cases in which you may be exempt from a CDSC.
These include:
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS
If you ever have difficulty placing an order by phone or Internet, you can send
us your order in writing.
88 | Policies You Should Know About
- the death or disability of an account owner (including a joint
owner). This waiver applies only under certain conditions. Please
contact your financial advisor or Shareholder Services to determine
if the conditions exist
- withdrawals made through an automatic withdrawal plan up to a
maximum of 12% per year of the net asset value of the account
- withdrawals related to certain retirement or benefit plans
- redemptions for certain loan advances, hardship provisions or
returns of excess contributions from retirement plans
- for Class A shares purchased through the Large Order NAV Purchase
Privilege, redemption of shares whose dealer of record at the
time of the investment notifies the Distributor that the dealer
waives the applicable commission
- for Class C shares, redemption of shares purchased through a
dealer-sponsored asset allocation program maintained on an
omnibus record-keeping system, provided the dealer of record has
waived the advance of the first year distribution and service
fees applicable to such shares and has agreed to receive such
fees quarterly
In each of these cases, there are a number of additional provisions
that apply in order to be eligible for a CDSC waiver. Your financial
advisor or Shareholder Services can answer your questions and help
you determine if you are eligible.
IF YOU SELL SHARES IN A DWS FUND AND THEN DECIDE TO INVEST WITH DWS
SCUDDER AGAIN WITHIN SIX MONTHS, you may be able to take advantage
of the "reinstatement feature." With this feature, you can put your
money back into the same class of a DWS fund at its current NAV and,
for purposes of a sales charge, it will be treated as if it had
never left DWS Scudder.
You'll be reimbursed (in the form of fund shares) for any CDSC you
paid when you sold. Future CDSC calculations will be based on your
original investment date, rather than your reinstatement date. There
is also an option that lets investors who sold Class B shares buy
Class A shares (if available) with no sales charge, although they
won't be reimbursed for any CDSC they paid. You can only use the
reinstatement feature once for any given group of shares. To take
advantage of this feature, contact Shareholder Services or your
financial advisor.
Policies You Should Know About | 89
MONEY FROM SHARES YOU SELL is normally sent out within one business
day of when your order is processed (not when it is received),
although it could be delayed for up to seven days. There are other
circumstances when it could be longer, including, but not limited
to, when you are selling shares you bought recently by check or ACH
(the funds will be placed under a 10 calendar day hold to ensure
good funds) or when unusual circumstances prompt the SEC to allow
further delays. Certain expedited redemption processes may also be
delayed when you are selling recently purchased shares or in the
event of closing of the Federal Reserve Bank's wire payment system.
In addition, each fund reserves the right to suspend or postpone
redemptions as permitted pursuant to Section 22(e) of the Investment
Company Act of 1940. Generally, those circumstances are when 1) the
New York Stock Exchange is closed other than customary weekend or
holiday closings; 2) trading on the New York Stock Exchange is
restricted; 3) an emergency exists which makes the disposal of
securities owned by a fund or the fair determination of the value of
a fund's net assets not reasonably practicable; or 4) the SEC, by
order, permits the suspension of the right of redemption. Redemption
payments by wire may also be delayed in the event of a non-routine
closure of the Federal Reserve wire payment system. For additional
rights reserved by each fund, please see "Other rights we reserve."
You may obtain additional information about other ways to sell your
shares by contacting your financial advisor.
How each fund calculates share price
To calculate net asset value, or NAV, each share class uses the
following equation:
TOTAL ASSETS - TOTAL LIABILITIES
----------------------------------------- = NAV
TOTAL NUMBER OF SHARES OUTSTANDING
The price at which you buy shares is based on the NAV per share
calculated after the order is received by the transfer agent,
although for Class A shares it will be adjusted to allow for any
applicable sales charge (see "Choosing a Share Class"). The price at
which you sell shares is also based on the NAV per share calculated
after the order is received by the transfer agent, although a CDSC
may be taken out of the proceeds (see "Choosing a Share Class").
90 | Policies You Should Know About
EACH FUND CHARGES A REDEMPTION FEE EQUAL TO 2.00% of the value of
shares redeemed or exchanged within 15 days of purchase. Please see
"Policies about transactions - Redemption fees" for further
information.
WE TYPICALLY VALUE SECURITIES USING INFORMATION FURNISHED BY AN
INDEPENDENT PRICING SERVICE OR MARKET QUOTATIONS, WHERE APPROPRIATE.
However, we may use methods approved by a fund's Board, such as a
fair valuation model, which are intended to reflect fair value when
pricing service information or market quotations are not readily
available or when a security's value or a meaningful portion of the
value of a fund's portfolio is believed to have been materially
affected by a significant event, such as a natural disaster, an
economic event like a bankruptcy filing, or a substantial
fluctuation in domestic or foreign markets that has occurred between
the close of the exchange or market on which the security is
principally traded (for example, a foreign exchange or market) and
the close of the New York Stock Exchange. In such a case, a fund's
value for a security is likely to be different from the last quoted
market price or pricing service information. In addition, due to the
subjective and variable nature of fair value pricing, it is possible
that the value determined for a particular asset may be materially
different from the value realized upon such asset's sale. It is
expected that the greater the percentage of fund assets that is
invested in non-US securities, the more extensive will be a fund's
use of fair value pricing. This is intended to reduce a fund's
exposure to "time zone arbitrage" and other harmful trading
practices. (See "Market timing policies and procedures.")
TO THE EXTENT THAT A FUND INVESTS IN SECURITIES THAT ARE TRADED
PRIMARILY IN FOREIGN MARKETS, the value of its holdings could change
at a time when you aren't able to buy or sell fund shares. This is
because some foreign markets are open on days or at times when a
fund doesn't price its shares. (Note that prices for securities that
trade on foreign exchanges can change significantly on days when the
New York Stock Exchange is closed and you cannot buy or sell fund
shares. Price changes in the securities a fund owns may ultimately
affect the price of fund shares the next time the NAV is
calculated.)
Other rights we reserve
You should be aware that we may do any of the following:
- withdraw or suspend the offering of shares at any time
Policies You Should Know About | 91
- withhold a portion of your distributions and redemption proceeds
for federal income tax purposes if we have been notified by the IRS
that you are subject to backup withholding or if you fail to provide
us with a correct taxpayer ID number and certain certifications
including certification that you are not subject to backup
withholding
- reject a new account application if you don't provide any
required or requested identifying information, or for any other
reason
- refuse, cancel, limit or rescind any purchase or exchange order,
without prior notice; freeze any account (meaning you will not be
able to purchase fund shares in your account); suspend account
services; and/or involuntarily redeem your account if we think
that the account is being used for fraudulent or illegal
purposes; one or more of these actions will be taken when, at our
sole discretion, they are deemed to be in a fund's best interests
or when a fund is requested or compelled to do so by governmental
authority or by applicable law
- close and liquidate your account if we are unable to verify your
identity, or for other reasons; if we decide to close your
account, your fund shares will be redeemed at the net asset value
per share next calculated after we determine to close your
account (less any applicable sales charge or redemption fee); you
may recognize a gain or loss on the redemption of your fund
shares and you may incur a tax liability
- pay you for shares you sell by "redeeming in kind," that is, by
giving you securities (which typically will involve brokerage
costs for you to liquidate) rather than cash, but which will be
taxable to the same extent as a redemption for cash; a fund
generally won't make a redemption in kind unless your requests
over a 90-day period total more than $250,000 or 1% of the value
of a fund's net assets, whichever is less
- change, add or withdraw various services, fees and account
policies (for example, we may adjust a fund's investment minimums
at any time)
92 | Policies You Should Know About
UNDERSTANDING DISTRIBUTIONS AND TAXES
Each fund intends to distribute to its shareholders virtually all of
its net earnings. Each fund can earn money in two ways: by receiving
interest, dividends or other income from securities it holds and by
selling securities for more than it paid for them. (Each fund's
earnings are separate from any gains or losses stemming from your
own purchase and sale of shares.) Each fund may not always pay a
dividend or distribution for a given period.
DWS Large Cap Value Fund, DWS Dreman Concentrated Value Fund and DWS
Dreman High Return Equity Fund each intends to pay dividends to
shareholders quarterly. These funds also intend to pay distributions
annually in December. DWS Dreman Mid Cap Value Fund and DWS Dreman
Small Cap Value Fund each intends to pay dividends and distributions
to shareholders annually in December.
Dividends or distributions declared to shareholders of record in the
last quarter of a given calendar year are treated for federal income
tax purposes as if they were received on December 31 of that year,
provided such dividends or distributions are paid by the end of the
following January.
For federal income tax purposes, income and capital gains
distributions are generally taxable to shareholders. However,
dividends and distributions received by retirement plans qualifying
for tax exemption under federal income tax laws generally will not
be taxable.
YOU CAN CHOOSE HOW TO RECEIVE YOUR DIVIDENDS AND DISTRIBUTIONS. You
can have them all automatically reinvested in fund shares (at NAV),
all deposited directly to your bank account or all sent to you by
check, have one type reinvested and the other sent to you by check
or have them invested in a different fund. Tell us your preference
on your application. If you don't indicate a preference, your
dividends and distributions will all be reinvested in shares of the
fund without a sales charge (if applicable). Distributions are
treated the same for federal income tax purposes whether you receive
them in cash or reinvest them in additional shares. For
employer-sponsored qualified plans, and retirement plans,
reinvestment (at NAV) is the only option.
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS
Because each shareholder's tax situation is unique, ask your tax professional
about the tax consequences of your investments, including any state and local
tax consequences.
Understanding Distributions and Taxes | 93
BUYING, SELLING OR EXCHANGING FUND SHARES WILL USUALLY HAVE FEDERAL
INCOME TAX CONSEQUENCES FOR YOU (except in employer-sponsored
qualified plans, IRAs or other tax-advantaged accounts). Your sale
of shares may result in a capital gain or loss. The gain or loss
will be long-term or short-term depending on how long you owned the
shares that were sold. For federal income tax purposes, an exchange
is treated the same as a sale.
THE FEDERAL INCOME TAX STATUS of a fund's earnings you receive and
your own fund transactions generally depends on their type:
GENERALLY TAXED AT LONG-TERM GENERALLY TAXED AT ORDINARY
CAPITAL GAIN RATES: INCOME RATES:
DISTRIBUTIONS FROM A FUND
- - gains from the sale of - gains from the sale of
securities held (or treated as securities held by a fund for
held) by a fund for more than one year or less
one year - all other taxable income
- - qualified dividend income
TRANSACTIONS INVOLVING FUND
SHARES
- - gains from selling fund - gains from selling fund
shares held for more than shares held for one year or
one year less
ANY DIRECT INVESTMENTS IN FOREIGN SECURITIES BY A FUND MAY BE
SUBJECT TO FOREIGN WITHHOLDING TAXES. In that case, a fund's yield
on those securities would generally be decreased. Shareholders
generally will not be entitled to claim a credit or deduction with
respect to foreign taxes paid by the fund. In addition, any
investments in foreign securities or foreign currencies may increase
or accelerate a fund's recognition of ordinary income and may affect
the timing or amount of the fund's distributions. If you invest in a
fund through a taxable account, your after-tax return could be
negatively impacted.
To the extent that a fund invests in certain debt obligations or
certain other securities, investments in these obligations or
securities may cause a fund to recognize taxable income in excess of
the cash generated by such obligations. Thus, a fund could be
required at times to liquidate other investments in order to satisfy
its distribution requirements.
94 | Understanding Distributions and Taxes
For taxable years beginning before January 1, 2011, distributions to
individuals and other noncorporate shareholders of investment income
designated by a fund as derived from qualified dividend income are
eligible for taxation for federal income tax purposes at the more
favorable long-term capital gain rates. Qualified dividend income
generally includes dividends from domestic and some foreign
corporations. It does not include income from investments in debt
securities or, generally, from REITs. In addition, a fund must meet
certain holding period and other requirements with respect to the
dividend-paying stocks in its portfolio and the shareholder must
meet certain holding period and other requirements with respect to a
fund's shares for the lower tax rates to apply.
For taxable years beginning before January 1, 2011, the maximum
federal income tax rate imposed on long-term capital gains
recognized by individuals and other noncorporate shareholders has
been reduced to 15%. For taxable years beginning on or after January
1, 2011, the long-term capital gain rate is scheduled to return to
20%.
YOUR FUND WILL SEND YOU DETAILED FEDERAL INCOME TAX INFORMATION
EVERY JANUARY. These statements tell you the amount and the federal
income tax classification of any dividends or distributions you
received. They also have certain details on your purchases and sales
of shares.
IF YOU INVEST RIGHT BEFORE A FUND PAYS A DIVIDEND, you'll be getting
some of your investment back as a taxable dividend. You can avoid
this by investing after a fund declares a dividend. In
tax-advantaged retirement accounts you do not need to worry about
this.
CORPORATIONS are taxed at the same rates on ordinary income and
capital gains but may be eligible for a dividends-received deduction
for a portion of the income dividends they receive from a fund,
provided certain holding period and other requirements are met.
The above discussion summarizes certain federal income tax
consequences for shareholders who are US persons. If you are a
non-US person, please consult your own tax advisor with respect to
the US tax consequences to you of an investment in a fund. For more
information, see "Taxes" in the Statement of Additional Information.
Understanding Distributions and Taxes | 95
APPENDIX
- --------------------------------------------------------------------------------
Hypothetical Expense Summary
Using the annual fund operating expense ratios presented in the fee
tables in the fund prospectus, the Hypothetical Expense Summary
shows the estimated fees and expenses, in actual dollars, that would
be charged on a hypothetical investment of $10,000 in the fund held
for the next 10 years and the impact of such fees and expenses on
fund returns for each year and cumulatively, assuming a 5% return
for each year. The tables also assume that all dividends and
distributions are reinvested and that Class B shares convert to
Class A shares after six years. The annual fund expense ratios shown
are net of any contractual fee waivers or expense reimbursements, if
any, for the period of the contractual commitment. The tables
reflect the maximum initial sales charge, if any, but do not reflect
any contingent deferred sales charge or redemption fees, if any,
which may be payable upon redemption. If contingent deferred sales
charges or redemption fees were shown, the "Hypothetical Year-End
Balance After Fees and Expenses" amounts shown would be lower and
the "Annual Fees and Expenses" amounts shown would be higher. Also,
please note that if you are investing through a third party
provider, that provider may have fees and expenses separate from
those of the fund that are not reflected here. Mutual fund fees and
expenses fluctuate over time and actual expenses may be higher or
lower than those shown.
The Hypothetical Expense Summary should not be used or construed as
an offer to sell, a solicitation of an offer to buy or a
recommendation or endorsement of any specific mutual fund. You
should carefully review the fund's prospectus to consider the
investment objectives, risks, expenses and charges of the fund prior
to investing.
96 | Appendix
DWS Large Cap Value Fund - Class A
MAXIMUM INITIAL HYPOTHETICAL ASSUMED RATE
SALES CHARGE: INVESTMENT: OF RETURN:
5.75% $10,000 5%
HYPOTHETICAL
CUMULATIVE ANNUAL CUMULATIVE YEAR-END
RETURN BEFORE FUND RETURN AFTER BALANCE AFTER ANNUAL FEES
FEES AND EXPENSE FEES AND FEES AND AND
YEAR EXPENSES RATIOS EXPENSES EXPENSES EXPENSES
1 5.00% 1.00% -1.98% $ 9,802.00 $ 671.14
2 10.25% 1.00% 1.94% $ 10,194.08 $ 99.98
3 15.76% 1.00% 6.02% $ 10,601.84 $ 103.98
4 21.55% 1.00% 10.26% $ 11,025.92 $ 108.14
5 27.63% 1.00% 14.67% $ 11,466.95 $ 112.46
6 34.01% 1.00% 19.26% $ 11,925.63 $ 116.96
7 40.71% 1.00% 24.03% $ 12,402.66 $ 121.64
8 47.75% 1.00% 28.99% $ 12,898.76 $ 126.51
9 55.13% 1.00% 34.15% $ 13,414.71 $ 131.57
10 62.89% 1.00% 39.51% $ 13,951.30 $ 136.83
TOTAL $ 1,729.21
DWS Large Cap Value Fund - Class B
MAXIMUM INITIAL HYPOTHETICAL ASSUMED RATE
SALES CHARGE: INVESTMENT: OF RETURN:
0.00% $10,000 5%
HYPOTHETICAL
CUMULATIVE ANNUAL CUMULATIVE YEAR-END
RETURN BEFORE FUND RETURN AFTER BALANCE AFTER ANNUAL
FEES AND EXPENSE FEES AND FEES AND FEES AND
YEAR EXPENSES RATIOS EXPENSES EXPENSES EXPENSES
1 5.00% 1.83% 3.17% $ 10,317.00 $ 185.90
2 10.25% 1.83% 6.44% $ 10,644.05 $ 191.79
3 15.76% 1.83% 9.81% $ 10,981.47 $ 197.87
4 21.55% 1.83% 13.30% $ 11,329.58 $ 204.15
5 27.63% 1.83% 16.89% $ 11,688.73 $ 210.62
6 34.01% 1.83% 20.59% $ 12,059.26 $ 217.29
7 40.71% 1.00% 25.42% $ 12,541.63 $ 123.00
8 47.75% 1.00% 30.43% $ 13,043.29 $ 127.92
9 55.13% 1.00% 35.65% $ 13,565.03 $ 133.04
10 62.89% 1.00% 41.08% $ 14,107.63 $ 138.36
TOTAL $ 1,729.24
Appendix | 97
DWS Large Cap Value Fund - Class C
MAXIMUM INITIAL HYPOTHETICAL ASSUMED RATE
SALES CHARGE: INVESTMENT: OF RETURN:
0.00% $10,000 5%
HYPOTHETICAL
CUMULATIVE ANNUAL CUMULATIVE YEAR-END
RETURN BEFORE FUND RETURN AFTER BALANCE AFTER ANNUAL FEES
FEES AND EXPENSE FEES AND FEES AND AND
YEAR EXPENSES RATIOS EXPENSES EXPENSES EXPENSES
1 5.00% 1.74% 3.26% $ 10,326.00 $ 176.84
2 10.25% 1.74% 6.63% $ 10,662.63 $ 182.60
3 15.76% 1.74% 10.10% $ 11,010.23 $ 188.55
4 21.55% 1.74% 13.69% $ 11,369.16 $ 194.70
5 27.63% 1.74% 17.40% $ 11,739.80 $ 201.05
6 34.01% 1.74% 21.23% $ 12,122.51 $ 207.60
7 40.71% 1.74% 25.18% $ 12,517.71 $ 214.37
8 47.75% 1.74% 29.26% $ 12,925.79 $ 221.36
9 55.13% 1.74% 33.47% $ 13,347.17 $ 228.57
10 62.89% 1.74% 37.82% $ 13,782.28 $ 236.03
TOTAL $ 2,051.67
DWS Dreman Concentrated Value Fund - Class A
MAXIMUM INITIAL HYPOTHETICAL ASSUMED RATE
SALES CHARGE: INVESTMENT: OF RETURN:
5.75% $10,000 5%
HYPOTHETICAL
CUMULATIVE ANNUAL CUMULATIVE YEAR-END
RETURN BEFORE FUND RETURN AFTER BALANCE AFTER ANNUAL
FEES AND EXPENSE FEES AND FEES AND FEES AND
YEAR EXPENSES RATIOS EXPENSES EXPENSES EXPENSES
1 5.00% 1.31% -2.27% $ 9,772.78 $ 700.75
2 10.25% 1.60% 1.05% $ 10,105.06 $ 159.02
3 15.76% 1.60% 4.49% $ 10,448.63 $ 164.43
4 21.55% 1.60% 8.04% $ 10,803.88 $ 170.02
5 27.63% 1.60% 11.71% $ 11,171.21 $ 175.80
6 34.01% 1.60% 15.51% $ 11,551.04 $ 181.78
7 40.71% 1.60% 19.44% $ 11,943.77 $ 187.96
8 47.75% 1.60% 23.50% $ 12,349.86 $ 194.35
9 55.13% 1.60% 27.70% $ 12,769.75 $ 200.96
10 62.89% 1.60% 32.04% $ 13,203.93 $ 207.79
TOTAL $ 2,342.86
98 | Appendix
DWS Dreman Concentrated Value Fund - Class B
MAXIMUM INITIAL HYPOTHETICAL ASSUMED RATE
SALES CHARGE: INVESTMENT: OF RETURN:
0.00% $10,000 5%
HYPOTHETICAL
CUMULATIVE ANNUAL CUMULATIVE YEAR-END
RETURN BEFORE FUND RETURN AFTER BALANCE AFTER ANNUAL FEES
FEES AND EXPENSE FEES AND FEES AND AND
YEAR EXPENSES RATIOS EXPENSES EXPENSES EXPENSES
1 5.00% 2.06% 2.94% $ 10,294.00 $ 209.03
2 10.25% 2.39% 5.63% $ 10,562.67 $ 249.24
3 15.76% 2.39% 8.38% $ 10,838.36 $ 255.74
4 21.55% 2.39% 11.21% $ 11,121.24 $ 262.42
5 27.63% 2.39% 14.12% $ 11,411.50 $ 269.27
6 34.01% 2.39% 17.09% $ 11,709.34 $ 276.29
7 40.71% 1.60% 21.07% $ 12,107.46 $ 190.53
8 47.75% 1.60% 25.19% $ 12,519.12 $ 197.01
9 55.13% 1.60% 29.45% $ 12,944.77 $ 203.71
10 62.89% 1.60% 33.85% $ 13,384.89 $ 210.64
TOTAL 2,323.88
DWS Dreman Concentrated Value Fund - Class C
MAXIMUM INITIAL HYPOTHETICAL ASSUMED RATE
SALES CHARGE: INVESTMENT: OF RETURN:
0.00% $10,000 5%
HYPOTHETICAL
CUMULATIVE ANNUAL CUMULATIVE YEAR-END
RETURN BEFORE FUND RETURN AFTER BALANCE AFTER ANNUAL
FEES AND EXPENSE FEES AND FEES AND FEES AND
YEAR EXPENSES RATIOS EXPENSES EXPENSES EXPENSES
1 5.00% 2.06% 2.94% $ 10,294.00 $ 209.03
2 10.25% 2.32% 5.70% $ 10,569.88 $ 242.02
3 15.76% 2.32% 8.53% $ 10,853.15 $ 248.51
4 21.55% 2.32% 11.44% $ 11,144.02 $ 255.17
5 27.63% 2.32% 14.43% $ 11,442.68 $ 262.01
6 34.01% 2.32% 17.49% $ 11,749.34 $ 269.03
7 40.71% 2.32% 20.64% $ 12,064.22 $ 276.24
8 47.75% 2.32% 23.88% $ 12,387.54 $ 283.64
9 55.13% 2.32% 27.20% $ 12,719.53 $ 291.24
10 62.89% 2.32% 30.60% $ 13,060.41 $ 299.05
TOTAL $ 2,635.94
Appendix | 99
DWS Dreman High Return Equity Fund - Class A
MAXIMUM INITIAL HYPOTHETICAL ASSUMED RATE
SALES CHARGE: INVESTMENT: OF RETURN:
5.75% $10,000 5%
HYPOTHETICAL
CUMULATIVE ANNUAL CUMULATIVE YEAR-END
RETURN BEFORE FUND RETURN AFTER BALANCE AFTER ANNUAL
FEES AND EXPENSE FEES AND FEES AND FEES AND
YEAR EXPENSES RATIOS EXPENSES EXPENSES EXPENSES
1 5.00% 1.08% -2.06% $ 9,794.46 $ 678.79
2 10.25% 1.08% 1.78% $ 10,178.40 $ 107.85
3 15.76% 1.08% 5.77% $ 10,577.40 $ 112.08
4 21.55% 1.08% 9.92% $ 10,992.03 $ 116.47
5 27.63% 1.08% 14.23% $ 11,422.92 $ 121.04
6 34.01% 1.08% 18.71% $ 11,870.70 $ 125.79
7 40.71% 1.08% 23.36% $ 12,336.03 $ 130.72
8 47.75% 1.08% 28.20% $ 12,819.60 $ 135.84
9 55.13% 1.08% 33.22% $ 13,322.13 $ 141.17
10 62.89% 1.08% 38.44% $ 13,844.36 $ 146.70
TOTAL $ 1,816.45
DWS Dreman High Return Equity Fund - Class B
MAXIMUM INITIAL HYPOTHETICAL ASSUMED RATE
SALES CHARGE: INVESTMENT: OF RETURN:
0.00% $10,000 5%
HYPOTHETICAL
CUMULATIVE ANNUAL CUMULATIVE YEAR-END
RETURN BEFORE FUND RETURN AFTER BALANCE AFTER ANNUAL
FEES AND EXPENSE FEES AND FEES AND FEES AND
YEAR EXPENSES RATIOS EXPENSES EXPENSES EXPENSES
1 5.00% 1.89% 3.11% $ 10,311.00 $ 191.94
2 10.25% 1.89% 6.32% $ 10,631.67 $ 197.91
3 15.76% 1.89% 9.62% $ 10,962.32 $ 204.06
4 21.55% 1.89% 13.03% $ 11,303.25 $ 210.41
5 27.63% 1.89% 16.55% $ 11,654.78 $ 216.95
6 34.01% 1.89% 20.17% $ 12,017.24 $ 223.70
7 40.71% 1.08% 24.88% $ 12,488.32 $ 132.33
8 47.75% 1.08% 29.78% $ 12,977.86 $ 137.52
9 55.13% 1.08% 34.87% $ 13,486.59 $ 142.91
10 62.89% 1.08% 40.15% $ 14,015.26 $ 148.51
TOTAL $ 1,806.24
100 | Appendix
DWS Dreman High Return Equity Fund - Class C
MAXIMUM INITIAL HYPOTHETICAL ASSUMED RATE
SALES CHARGE: INVESTMENT: OF RETURN:
0.00% $10,000 5%
HYPOTHETICAL
CUMULATIVE ANNUAL CUMULATIVE YEAR-END
RETURN BEFORE FUND RETURN AFTER BALANCE AFTER ANNUAL
FEES AND EXPENSE FEES AND FEES AND FEES AND
YEAR EXPENSES RATIOS EXPENSES EXPENSES EXPENSES
1 5.00% 1.82% 3.18% $ 10,318.00 $ 184.89
2 10.25% 1.82% 6.46% $ 10,646.11 $ 190.77
3 15.76% 1.82% 9.85% $ 10,984.66 $ 196.84
4 21.55% 1.82% 13.34% $ 11,333.97 $ 203.10
5 27.63% 1.82% 16.94% $ 11,694.39 $ 209.56
6 34.01% 1.82% 20.66% $ 12,066.27 $ 216.22
7 40.71% 1.82% 24.50% $ 12,449.98 $ 223.10
8 47.75% 1.82% 28.46% $ 12,845.89 $ 230.19
9 55.13% 1.82% 32.54% $ 13,254.39 $ 237.51
10 62.89% 1.82% 36.76% $ 13,675.88 $ 245.07
TOTAL $ 2,137.25
DWS Dreman High Return Equity Fund - Class R
MAXIMUM INITIAL HYPOTHETICAL ASSUMED RATE
SALES CHARGE: INVESTMENT: OF RETURN:
0.00% $10,000 5%
HYPOTHETICAL
CUMULATIVE ANNUAL CUMULATIVE YEAR-END
RETURN BEFORE FUND RETURN AFTER BALANCE AFTER ANNUAL
FEES AND EXPENSE FEES AND FEES AND FEES AND
YEAR EXPENSES RATIOS EXPENSES EXPENSES EXPENSES
1 5.00% 1.31% 3.69% $ 10,369.00 $ 133.42
2 10.25% 1.31% 7.52% $ 10,751.62 $ 138.34
3 15.76% 1.31% 11.48% $ 11,148.35 $ 143.44
4 21.55% 1.31% 15.60% $ 11,559.72 $ 148.74
5 27.63% 1.31% 19.86% $ 11,986.28 $ 154.23
6 34.01% 1.31% 24.29% $ 12,428.57 $ 159.92
7 40.71% 1.31% 28.87% $ 12,887.19 $ 165.82
8 47.75% 1.31% 33.63% $ 13,362.72 $ 171.94
9 55.13% 1.31% 38.56% $ 13,855.81 $ 178.28
10 62.89% 1.31% 43.67% $ 14,367.09 $ 184.86
TOTAL $ 1,578.99
Appendix | 101
DWS Dreman Mid Cap Value Fund - Class A
MAXIMUM INITIAL HYPOTHETICAL ASSUMED RATE
SALES CHARGE: INVESTMENT: OF RETURN:
5.75% $10,000 5%
HYPOTHETICAL
CUMULATIVE ANNUAL CUMULATIVE YEAR-END
RETURN BEFORE FUND RETURN AFTER BALANCE AFTER ANNUAL
FEES AND EXPENSE FEES AND FEES AND FEES AND
YEAR EXPENSES RATIOS EXPENSES EXPENSES EXPENSES
1 5.00% 1.35% -2.31% $ 9,769.01 $ 704.56
2 10.25% 1.61% 1.00% $ 10,100.18 $ 159.95
3 15.76% 1.61% 4.43% $ 10,442.58 $ 165.37
4 21.55% 1.61% 7.97% $ 10,796.58 $ 170.98
5 27.63% 1.61% 11.63% $ 11,162.59 $ 176.77
6 34.01% 1.61% 15.41% $ 11,541.00 $ 182.76
7 40.71% 1.61% 19.32% $ 11,932.24 $ 188.96
8 47.75% 1.61% 23.37% $ 12,336.74 $ 195.37
9 55.13% 1.61% 27.55% $ 12,754.96 $ 201.99
10 62.89% 1.61% 31.87% $ 13,187.35 $ 208.84
TOTAL $ 2,355.55
DWS Dreman Mid Cap Value Fund - Class B
MAXIMUM INITIAL HYPOTHETICAL ASSUMED RATE
SALES CHARGE: INVESTMENT: OF RETURN:
0.00% $10,000 5%
HYPOTHETICAL
CUMULATIVE ANNUAL CUMULATIVE YEAR-END
RETURN BEFORE FUND RETURN AFTER BALANCE AFTER ANNUAL
FEES AND EXPENSE FEES AND FEES AND FEES AND
YEAR EXPENSES RATIOS EXPENSES EXPENSES EXPENSES
1 5.00% 2.05% 2.95% $ 10,295.00 $ 208.02
2 10.25% 2.46% 5.56% $ 10,556.49 $ 256.47
3 15.76% 2.46% 8.25% $ 10,824.63 $ 262.99
4 21.55% 2.46% 11.00% $ 11,099.57 $ 269.67
5 27.63% 2.46% 13.82% $ 11,381.50 $ 276.52
6 34.01% 2.46% 16.71% $ 11,670.59 $ 283.54
7 40.71% 1.61% 20.66% $ 12,066.23 $ 191.08
8 47.75% 1.61% 24.75% $ 12,475.27 $ 197.56
9 55.13% 1.61% 28.98% $ 12,898.18 $ 204.26
10 62.89% 1.61% 33.35% $ 13,335.43 $ 211.18
TOTAL $ 2,361.29
102 | Appendix
DWS Dreman Mid Cap Value Fund - Class C
MAXIMUM INITIAL HYPOTHETICAL ASSUMED RATE
SALES CHARGE: INVESTMENT: OF RETURN:
0.00% $10,000 5%
HYPOTHETICAL
CUMULATIVE ANNUAL CUMULATIVE YEAR-END
RETURN BEFORE FUND RETURN AFTER BALANCE AFTER ANNUAL
FEES AND EXPENSE FEES AND FEES AND FEES AND
YEAR EXPENSES RATIOS EXPENSES EXPENSES EXPENSES
1 5.00% 2.05% 2.95% $ 10,295.00 $ 208.02
2 10.25% 2.37% 5.66% $ 10,565.76 $ 247.20
3 15.76% 2.37% 8.44% $ 10,843.64 $ 253.70
4 21.55% 2.37% 11.29% $ 11,128.83 $ 260.37
5 27.63% 2.37% 14.22% $ 11,421.51 $ 267.22
6 34.01% 2.37% 17.22% $ 11,721.90 $ 274.25
7 40.71% 2.37% 20.30% $ 12,030.19 $ 281.46
8 47.75% 2.37% 23.47% $ 12,346.58 $ 288.86
9 55.13% 2.37% 26.71% $ 12,671.29 $ 296.46
10 62.89% 2.37% 30.05% $ 13,004.55 $ 304.26
TOTAL $ 2,681.80
DWS Dreman Small Cap Value Fund - Class A
MAXIMUM INITIAL HYPOTHETICAL ASSUMED RATE
SALES CHARGE: INVESTMENT: OF RETURN:
5.75% $10,000 5%
HYPOTHETICAL
CUMULATIVE ANNUAL CUMULATIVE YEAR-END
RETURN BEFORE FUND RETURN AFTER BALANCE AFTER ANNUAL
FEES AND EXPENSE FEES AND FEES AND FEES AND
YEAR EXPENSES RATIOS EXPENSES EXPENSES EXPENSES
1 5.00% 1.21% -2.18% $ 9,782.21 $ 691.20
2 10.25% 1.21% 1.53% $ 10,152.95 $ 120.61
3 15.76% 1.21% 5.38% $ 10,537.75 $ 125.18
4 21.55% 1.21% 9.37% $ 10,937.13 $ 129.92
5 27.63% 1.21% 13.52% $ 11,351.65 $ 134.85
6 34.01% 1.21% 17.82% $ 11,781.88 $ 139.96
7 40.71% 1.21% 22.28% $ 12,228.41 $ 145.26
8 47.75% 1.21% 26.92% $ 12,691.87 $ 150.77
9 55.13% 1.21% 31.73% $ 13,172.89 $ 156.48
10 62.89% 1.21% 36.72% $ 13,672.14 $ 162.41
TOTAL $ 1,956.64
Appendix | 103
DWS Dreman Small Cap Value Fund - Class B
MAXIMUM INITIAL HYPOTHETICAL ASSUMED RATE
SALES CHARGE: INVESTMENT: OF RETURN:
0.00% $10,000 5%
HYPOTHETICAL
CUMULATIVE ANNUAL CUMULATIVE YEAR-END
RETURN BEFORE FUND RETURN AFTER BALANCE AFTER ANNUAL
FEES AND EXPENSE FEES AND FEES AND FEES AND
YEAR EXPENSES RATIOS EXPENSES EXPENSES EXPENSES
1 5.00% 2.03% 2.97% $ 10,297.00 $ 206.01
2 10.25% 2.03% 6.03% $ 10,602.82 $ 212.13
3 15.76% 2.03% 9.18% $ 10,917.72 $ 218.43
4 21.55% 2.03% 12.42% $ 11,241.98 $ 224.92
5 27.63% 2.03% 15.76% $ 11,575.87 $ 231.60
6 34.01% 2.03% 19.20% $ 11,919.67 $ 238.48
7 40.71% 1.21% 23.71% $ 12,371.43 $ 146.96
8 47.75% 1.21% 28.40% $ 12,840.30 $ 152.53
9 55.13% 1.21% 33.27% $ 13,326.95 $ 158.31
10 62.89% 1.21% 38.32% $ 13,832.04 $ 164.31
TOTAL $ 1,953.68
DWS Dreman Small Cap Value Fund - Class C
MAXIMUM INITIAL HYPOTHETICAL ASSUMED RATE
SALES CHARGE: INVESTMENT: OF RETURN:
0.00% $10,000 5%
HYPOTHETICAL
CUMULATIVE ANNUAL CUMULATIVE YEAR-END
RETURN BEFORE FUND RETURN AFTER BALANCE AFTER ANNUAL
FEES AND EXPENSE FEES AND FEES AND FEES AND
YEAR EXPENSES RATIOS EXPENSES EXPENSES EXPENSES
1 5.00% 1.96% 3.04% $ 10,304.00 $ 198.98
2 10.25% 1.96% 6.17% $ 10,617.24 $ 205.03
3 15.76% 1.96% 9.40% $ 10,940.01 $ 211.26
4 21.55% 1.96% 12.73% $ 11,272.58 $ 217.68
5 27.63% 1.96% 16.15% $ 11,615.27 $ 224.30
6 34.01% 1.96% 19.68% $ 11,968.37 $ 231.12
7 40.71% 1.96% 23.32% $ 12,332.21 $ 238.15
8 47.75% 1.96% 27.07% $ 12,707.11 $ 245.39
9 55.13% 1.96% 30.93% $ 13,093.41 $ 252.85
10 62.89% 1.96% 34.91% $ 13,491.45 $ 260.53
TOTAL $ 2,285.29
104 | Appendix
TO GET MORE INFORMATION
SHAREHOLDER REPORTS - These include commentary from a fund's management team
about recent market conditions and the effects of a fund's strategies on its
performance. They also have detailed performance figures, a list of everything
a fund owns, and its financial statements. Shareholders get these reports
automatically.
STATEMENT OF ADDITIONAL INFORMATION (SAI) - This tells you more about a fund's
features and policies, including additional risk information. The SAI is
incorporated by reference into this document (meaning that it's legally part of
this prospectus).
For a free copy of any of these documents or to request other information about
a fund, call (800) 621-1048, or contact DWS Scudder at the address listed
below. Each fund's SAI and shareholder reports are also available through the
DWS Scudder Web site at www.dws-scudder.com. These documents and other
information about each fund are available from the EDGAR Database on the SEC's
Internet site at www.sec.gov. If you like, you may obtain copies of this
information, after paying a copying fee, by e-mailing a request to
publicinfo@sec.gov or by writing the SEC at the address listed below. You can
also review and copy these documents and other information about each fund,
including each fund's SAI, at the SEC's Public Reference Room in Washington,
D.C. Information on the operation of the SEC's Public Reference Room may be
obtained by calling (800) SEC-0330.
DWS SCUDDER SEC DISTRIBUTOR
- --------------------- -------------------- -------------------------------
PO Box 219151 100 F Street, N.E. DWS Scudder Distributors, Inc.
Kansas City, MO Washington, D.C. 222 South Riverside Plaza
64121-9151 20549-0102 Chicago, IL 60606-5808
WWW.DWS-SCUDDER.COM WWW.SEC.GOV (800) 621-1148
(800) 621-1048 (800) SEC-0330
SEC FILE NUMBER:
DWS Value Series, Inc. DWS Large Cap Value Fund 811-5385
DWS Value Series, Inc. DWS Dreman Concentrated Value Fund 811-5385
DWS Value Series, Inc. DWS Dreman High Return Equity Fund 811-5385
DWS Value Series, Inc. DWS Dreman Mid Cap Value Fund 811-5385
DWS Value Series, Inc. DWS Dreman Small Cap Value Fund 811-5385
(03/01/08) DVF1-1
[RECYCLE GRAPHIC APPEARS HERE]
[Logo]DWS
SCUDDER
Deutsche Bank Group
SUPPLEMENT TO THE CURRENTLY EFFECTIVE PROSPECTUSES OF EACH OF THE LISTED
FUNDS/PORTFOLIOS:
----------------------
Cash Account Trust: DWS Equity Partners Fund DWS Mid Cap Growth Fund
Government & Agency Securities Portfolio DWS Europe Equity Fund DWS Money Market Prime Series
Money Market Portfolio DWS Floating Rate Plus Fund DWS Money Market Series
Tax-Exempt Portfolio DWS Global Bond Fund DWS New York Tax-Free Income Fund
Cash Management Fund Institutional DWS Global Opportunities Fund DWS RREEF Global Infrastructure Fund
Cash Reserve Fund, Inc.: DWS Global Thematic Fund DWS RREEF Global Real Estate Securities
Prime Series DWS GNMA Fund Fund
Cash Reserves Fund Institutional DWS Gold & Precious Metals Fund DWS RREEF Real Estate Securities Fund
DWS Alternative Asset Allocation Plus Fund DWS Growth & Income Fund DWS S&P 500 Index Fund
DWS Balanced Fund DWS Health Care Fund DWS Short Duration Fund
DWS Blue Chip Fund DWS High Income Fund DWS Short Duration Plus Fund
DWS California Tax-Free Income Fund DWS High Income Plus Fund DWS Short-Term Municipal Bond Fund
DWS Capital Growth Fund DWS Inflation Protected Plus Fund DWS Small Cap Core Fund
DWS Climate Change Fund DWS Intermediate Tax/AMT Free Fund DWS Small Cap Growth Fund
DWS Commodity Securities Fund DWS International Fund DWS Small Cap Value Fund
DWS Communications Fund DWS International Select Equity Fund DWS Strategic Government Securities Fund
DWS Core Fixed Income Fund DWS International Value Opportunities DWS Strategic High Yield Tax Free Fund
DWS Core Plus Allocation Fund Fund DWS Strategic Income Fund
DWS Core Plus Income Fund DWS Japan Equity Fund DWS Target 2010 Fund
DWS Disciplined Long/Short Growth Fund DWS Large Cap Value Fund DWS Target 2011 Fund
DWS Disciplined Long/Short Value Fund DWS Large Company Growth Fund DWS Target 2012 Fund
DWS Disciplined Market Neutral Fund DWS Latin America Equity Fund DWS Target 2013 Fund
DWS Dreman Concentrated Value Fund DWS LifeCompass 2015 Fund DWS Target 2014 Fund
DWS Dreman High Return Equity Fund DWS LifeCompass 2020 Fund DWS Technology Fund
DWS Dreman Mid Cap Value Fund DWS LifeCompass 2030 Fund DWS U.S. Bond Index Fund
DWS Dreman Small Cap Value Fund DWS LifeCompass 2040 Fund DWS Value Builder Fund
DWS EAFE(R) Equity Index Fund DWS LifeCompass Income Fund Investors Cash Trust:
DWS Emerging Markets Equity Fund DWS LifeCompass Protect Fund Treasury Portfolio
DWS Emerging Markets Fixed Income Fund DWS LifeCompass Retirement Fund NY Tax Free Money Fund
DWS Enhanced S&P 500 Index Fund DWS Lifecycle Long Range Fund Tax-Exempt California Money Market Fund
DWS Equity 500 Index Fund DWS Managed Municipal Bond Fund Tax Free Money Fund Investment
DWS Equity Income Fund DWS Massachusetts Tax-Free Fund
DWS Micro Cap Fund
- ------------------------------------------------------------------------------------------------------------------------------------
On or about July 25, 2008, the following information replaces similar disclosure
under "Policies about transactions" in the "Policies You Should Know About"
section of each fund's/portfolio's prospectuses:
Each fund/portfolio accepts payment for shares only in US dollars by check drawn
on a US bank, bank or Federal Funds wire transfer or by electronic bank
transfer. Please note that a fund/portfolio does not accept payment in the
following forms: cash, money orders, traveler's checks, starter checks, checks
drawn on foreign banks or checks issued by credit card companies or
Internet-based companies. In addition, a fund/portfolio generally does not
accept third party checks. A third party check is any check not made payable
directly to DWS Investments, except for any check payable to you from one of
your other DWS accounts. Under certain circumstances, a fund/portfolio may
accept a third party check (i) for retirement plan contributions, asset
transfers and rollovers, (ii) as contributions into Uniform Gift to Minors
Act/Uniform Transfers to Minors Act accounts, (iii) payable from acceptable US
and state government agencies, and (iv) from other DWS funds (such as a
redemption or dividend check) for investment only in a similarly registered
account. Subject to the foregoing, checks should normally be payable to DWS
Investments and drawn by you or a financial institution on your behalf with your
name or account number included with the check.
Please Retain This Supplement for Future Reference
July 25, 2008
DMF-3671
[DWS INVESTMENTS LOGO]
Deutsche Bank Group
SUPPLEMENT TO THE CURRENTLY EFFECTIVE INSTITUTIONAL CLASS
PROSPECTUS OF EACH OF THE LISTED FUNDS/PORTFOLIOS:
----------------------
Cash Reserve Fund, Inc.: DWS Dreman Small Cap Value Fund DWS Large Company Growth Fund
Prime Series DWS EAFE(R) Equity Index Fund DWS Lifecycle Long Range Fund
DWS Alternative Asset Allocation Plus Fund DWS Emerging Markets Equity Fund DWS LifeCompass Income Fund
Cash Management Fund Institutional DWS Emerging Markets Fixed Income Fund DWS LifeCompass Protect Fund
DWS Balanced Fund DWS Equity 500 Index Fund DWS Managed Municipal Bond Fund
DWS Blue Chip Fund DWS Equity Income Fund DWS Micro Cap Fund
DWS Capital Growth Fund DWS Equity Partners Fund DWS Mid Cap Growth Fund
DWS Climate Change Fund DWS Europe Equity Fund DWS Money Market Series
DWS Commodity Securities Fund DWS Floating Rate Plus Fund DWS RREEF Global Real Estate Securities
DWS Communications Fund DWS Gold & Precious Metals Fund Fund
DWS Core Fixed Income Fund DWS Growth & Income Fund DWS RREEF Global Infrastructure Fund
DWS Core Plus Allocation Fund DWS Health Care Fund DWS RREEF Real Estate Securities Fund
DWS Core Plus Income Fund DWS High Income Fund DWS Short Duration Fund
DWS Disciplined Long/Short Growth Fund DWS High Income Plus Fund DWS Short-Term Municipal Bond Fund
DWS Disciplined Long/Short Value Fund DWS Inflation Protected Plus Fund DWS Small Cap Growth Fund
DWS Disciplined Market Neutral Fund DWS Intermediate Tax/AMT Free Fund DWS Strategic Government Securities Fund
DWS Dreman Concentrated Value Fund DWS International Fund DWS Strategic High Yield Tax Free Fund
DWS Dreman High Return Equity Fund DWS International Select Equity Fund DWS Technology Fund
DWS Dreman Mid Cap Value Fund DWS International Value Opportunities Fund DWS U.S. Bond Index Fund
DWS Large Cap Value Fund DWS Value Builder Fund
- --------------------------------------------------------------------------------
On or about July 25, 2008, the following information replaces in its entirety
the disclosure under "Investment minimums" in the "Buying and Selling
Institutional Class Shares" section of each fund's/portfolio's Institutional
Class prospectus:
Investment minimums
Your initial investment must be for at least $1,000,000. There are no minimum
subsequent investment requirements. The minimum initial investment is waived
for:
o Shareholders with existing accounts prior to August 13, 2004 who met the
previous minimum investment eligibility requirement.
o Investment advisory affiliates of Deutsche Bank Securities, Inc., DWS funds
or Deutsche funds purchasing shares for the accounts of their investment
advisory clients.
o Employee benefit plans with assets of at least $50 million.
o Clients of the private banking division of Deutsche Bank AG.
o Institutional clients and qualified purchasers that are clients of a division
of Deutsche Bank AG.
o A current or former director or trustee of the Deutsche or DWS mutual funds.
o An employee, the employee's spouse or life partner and children or
stepchildren age 21 or younger of Deutsche Bank or its affiliates or a
sub-advisor to any fund in the DWS family of funds or a broker-dealer
authorized to sell shares of the funds.
[Logo]DWS
INVESTMENTS
Deutsche Bank Group
July 25, 2008
DMF-3672
o For DWS Capital Growth Fund, DWS Core Fixed Income Fund, DWS Dreman High
Return Equity Fund and DWS Dreman Small Cap Value Fund only: Shareholders
with existing Institutional Class accounts prior to July 23, 2007 who
purchased shares through certain broker-dealers authorized to sell shares of
the funds.
o Registered investment advisors who trade through platforms approved by the
Advisor and whose client assets in the aggregate meet or, in the Advisor's
judgment, will meet within a reasonable period of time, the $1,000,000
minimum investment.
o Employee benefit plan platforms approved by the Advisor that invest in the
fund through an omnibus account, and that meet, or in the Advisor's judgment,
will meet within a reasonable period of time, the $1,000,000 minimum
investment.
Each fund reserves the right to modify the above eligibility requirements and
investment minimums at any time. In addition, each Fund, in its discretion, may
waive the minimum initial investment for specific employee benefit plans (or
family of plans) whose aggregate investment in Institutional Class shares of the
Fund equals or exceeds the minimum initial investment amount but where a
particular account or program may not on its own meet such minimum amount.
Please Retain This Supplement for Future Reference
July 25, 2008
DMF-3672
MARCH 1, 2008
PROSPECTUS
------------------
INSTITUTIONAL CLASS
DWS LARGE CAP VALUE FUND
DWS DREMAN CONCENTRATED VALUE FUND
DWS DREMAN HIGH RETURN EQUITY FUND
DWS DREMAN MID CAP VALUE FUND
DWS DREMAN SMALL CAP VALUE FUND
As with all mutual funds, the Securities and Exchange Commission (SEC) does not
approve or disapprove these shares or determine whether the information in this
prospectus is truthful or complete. It is a criminal offense for anyone to
inform you otherwise.
ONE GLOBAL FORCE. ONE FOCUS. YOU. [DWS SCUDDER Logo]
Deutsche Bank Group
CONTENTS
HOW EACH FUND WORKS
4 DWS Large Cap Value Fund
11 DWS Dreman Concentrated
Value Fund
18 DWS Dreman High Return
Equity Fund
24 DWS Dreman Mid Cap Value
Fund
31 DWS Dreman Small Cap Value
Fund
37 Other Policies and Secondary
Risks
39 Who Manages and Oversees
the Funds
45 Financial Highlights
HOW TO INVEST IN THE FUNDS
51 Buying and Selling
Institutional Class Shares
57 Policies You Should Know
About
70 Understanding Distributions
and Taxes
73 Appendix
HOW EACH FUND WORKS
On the next few pages, you'll find information about each fund's investment
objective, the main strategies each uses to pursue that objective and the main
risks that could affect performance.
Whether you are considering investing in a fund or are already a shareholder,
you'll want to LOOK THIS INFORMATION OVER CAREFULLY. You may want to keep it on
hand for reference as well.
Remember that mutual funds are investments, not bank deposits. They're not
insured or guaranteed by the FDIC or any other government agency. Their share
prices will go up and down, and you could lose money by investing in them.
DWS Dreman Small Cap Value Fund is closed to new investors
(see "Policies You Should Know About" for additional information).
You can find DWS prospectuses on the Internet at WWW.DWS-SCUDDER.COM (the Web
site does not form a part of this prospectus).
Institutional Class
ticker symbol KDCIX
fund number 1486
DWS LARGE CAP VALUE FUND
THE FUND'S MAIN INVESTMENT STRATEGY
The fund seeks long-term capital appreciation, with current
income as a secondary objective.
Under normal circumstances, the fund invests at least 80% of net
assets, plus the amount of any borrowings for investment purposes,
in common stocks and other equity securities of large US companies
that are similar in size to the companies in the Russell 1000 (Reg.
TM) Value Index (as of January 31, 2008, the Russell 1000 (Reg. TM)
Value Index had a median market capitalization of $4.9 billion) and
that the portfolio managers believe are undervalued. These are
typically companies that have been sound historically, but are
temporarily out of favor. The fund intends to invest primarily in
companies whose market capitalizations fall within the normal range
of the Index. Although the fund can invest in stocks of any
economic sector (which is comprised of two or more industries), at
times it may emphasize the financial services sector or other
sectors. In fact, it may invest more than 25% of total assets in a
single sector.
The fund may invest up to 20% of total assets in foreign
securities.
The fund's equity investments are mainly common stocks, but may
also include other types of equities such as preferred or
convertible stocks.
The portfolio managers begin by screening for stocks whose
price-to-earnings ratios are below the average for the S&P 500
Index. The portfolio managers then compare a company's stock price
to its book value, cash flow and yield, and analyze individual
companies to identify those that are financially sound and appear
to have strong potential for long-term growth.
4 | DWS Large Cap Value Fund
The portfolio managers assemble the fund's portfolio from among the
most attractive stocks, drawing on an analysis of economic outlooks
for various sectors and industries.
The portfolio managers will normally sell a stock when it believes
the stock's price is unlikely to go higher, its fundamental factors
have changed, other investments offer better opportunities or in
the course of adjusting its emphasis on a given industry.
OTHER INVESTMENTS. The fund is permitted, but not required, to use
various types of derivatives (contracts whose value is based on,
for example, indices, currencies or securities). Derivatives may be
used for hedging and for risk management or for non-hedging
purposes to seek to enhance potential gains. The fund may use
derivatives in circumstances where portfolio management believes
they offer an economical means of gaining exposure to a particular
asset class or to keep cash on hand to meet shareholder redemptions
or other needs while maintaining exposure to the market.
In particular, the fund may use futures, currency options and
forward currency transactions.
SECURITIES LENDING. The fund may lend its investment securities in
an amount up to 33 1/3% of its total assets to approved
institutional borrowers who need to borrow securities in order to
complete certain transactions.
DWS Large Cap Value Fund | 5
THE MAIN RISKS OF INVESTING IN THE FUND
There are several risk factors that could hurt the fund's
performance, cause you to lose money or cause the fund's
performance to trail that of other investments.
STOCK MARKET RISK. As with most stock funds, the most important
factor affecting this fund is how the stock market performs (to the
extent the fund invests in a particular market sector, the fund's
performance may be proportionately affected by that segment's
general performance). When stock prices fall, you should expect the
value of your investment to fall as well. Because a stock
represents ownership in its issuer, stock prices can be hurt by
poor management, shrinking product demand and other business risks.
These may affect single companies as well as groups of companies.
In addition, movements in financial markets may adversely affect a
stock's price, regardless of how well the company performs. The
market as a whole may not favor the types of investments the fund
makes and the fund may not be able to get an attractive price for
them.
SECURITY SELECTION RISK. A risk that pervades all investing is the
risk that the securities in the fund's portfolio may decline in
value.
VALUE INVESTING RISK. At times, "value" investing may perform
better than or worse than other investment styles and the overall
market. If the Advisor overestimates the value or return potential
of one or more common stocks, the fund may underperform the general
equity market. Value stocks may also be out of favor for certain
periods in relation to growth stocks.
INDUSTRY RISK. While the fund does not concentrate in any industry
or sector, to the extent that the fund has exposure to a given
industry or sector, any factors affecting that industry or sector
could affect the value of portfolio securities. For example,
manufacturers of consumer goods could be hurt by a rise in
unemployment or technology companies could be hurt by such factors
as market saturation, price competition and rapid obsolescence.
SECURITIES LENDING RISK. Any loss in the market price of securities
loaned by the fund that occurs during the term of the loan would be
borne by the fund and would adversely affect the fund's
performance. Also, there may be delays in
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS
This fund is designed for investors interested in diversifying a growth-oriented
portfolio or adding a core holding to a value-oriented portfolio.
6 | DWS Large Cap Value Fund
recovery of securities loaned or even a loss of rights in the
collateral should the borrower of the securities fail financially
while the loan is outstanding. However, loans will be made only to
borrowers selected by the fund's delegate after a review of
relevant facts and circumstances, including the creditworthiness of
the borrower.
Other factors that could affect performance include:
- portfolio management could be wrong in the analysis of
industries, companies, economic trends, the relative
attractiveness of different securities or other matters.
- foreign securities may be more volatile than their US
counterparts, for reasons such as currency fluctuations and
political and economic uncertainty.
- derivatives could produce disproportionate losses due to a
variety of factors, including the failure of the counterparty to
meet its obligations or unexpected price or interest rate
movements. (See "Secondary Risks" for more information.)
DWS Large Cap Value Fund | 7
THE FUND'S PERFORMANCE HISTORY
While a fund's past performance (before and after taxes) isn't necessarily a
sign of how it will do in the future, it can be valuable for an investor to
know.
The bar chart shows how the performance of the fund's Institutional Class
shares has varied from year to year, which may give some idea of risk. The
table on the following page shows how fund performance compares to relevant
index performance (which, unlike fund performance, does not reflect fees or
expenses). The performance of both the fund and the index varies over time. All
figures assume reinvestment of dividends and distributions (in the case of
after-tax returns, reinvested net of assumed tax rates).
The table shows returns for Institutional Class shares on a before-tax and
after-tax basis. After-tax returns are estimates calculated using the
historical highest individual federal marginal income tax rates and do not
reflect the impact of state and local taxes. Actual after-tax returns depend on
an investor's tax situation and may differ from those shown in the table.
After-tax returns shown are not relevant for investors who hold their shares
through tax-deferred arrangements, such as 401(k) plans or individual
retirement accounts.
DWS Large Cap Value Fund
ANNUAL TOTAL RETURN (%) AS OF 12/31 EACH YEAR - Institutional Class
[GRAPHIC APPEARS HERE]
2.14 -14.90 32.94 9.66 2.28 15.93 13.02
2001 2002 2003 2004 2005 2006 2007
FOR THE PERIODS INCLUDED IN THE BAR CHART:
BEST QUARTER: 18.80%, Q2 2003 WORST QUARTER: -19.39%, Q3 2002
8 | DWS Large Cap Value Fund
AVERAGE ANNUAL TOTAL RETURNS (%) as of 12/31/2007
1 YEAR 5 YEARS SINCE INCEPTION*
INSTITUTIONAL CLASS
Return before Taxes 13.02 14.33 8.93
Return after Taxes on Distributions 9.03 12.73 7.64
Return after Taxes on Distributions
and Sale of Fund Shares 12.32** 12.28 7.44
RUSSELL 1000 (Reg. TM) VALUE INDEX (reflects
no deductions for fees, expenses or
taxes) -0.17 14.63 7.11
S&P 500 INDEX (reflects no
deductions for fees, expenses or
taxes) 5.49 12.83 2.14
* Inception date for the Institutional Class was June 1, 2000. Index
comparison begins on May 31, 2000.
** Return after Taxes on Distributions and Sale of Fund Shares is higher
than other return figures for the same period due to a capital loss
occurring upon redemption resulting in an assumed tax deduction for the
shareholder.
Total Return would have been lower had certain expenses not been reduced.
RUSSELL 1000 (Reg. TM) VALUE INDEX is an unmanaged index that consists of
those stocks in the Russell 1000 Index with less-than-average growth
orientation. Russell 1000 (Reg. TM) Index is an unmanaged price-only index of
the 1,000 largest capitalized companies that are domiciled in the US and whose
common stocks are traded.
STANDARD & POOR'S 500 INDEX (S&P 500) is an unmanaged, capitalization-weighted
index of 500 stocks. The index is designed to measure performance of the broad
domestic economy through changes in the aggregate market value of 500 stocks
representing all major industries.
- --------------------------------------------------------------------------------
Current performance may be higher or lower than the performance data quoted
above. For more recent performance information, call your financial advisor or
(800) 730-1313 or visit our Web site at www.dws-scudder.com.
- --------------------------------------------------------------------------------
RETURN AFTER TAXES ON DISTRIBUTIONS assumes that an investor holds fund shares
at the end of the period. The return reflects taxes only on the fund's
distributions and not on a shareholder's gain or loss from selling fund shares.
RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES assumes that an
investor sold his or her fund shares at the end of the period. The return
reflects taxes on both the fund's distributions and a shareholder's gain or
loss from selling fund shares.
DWS Large Cap Value Fund | 9
HOW MUCH INVESTORS PAY
The table below describes the fees and expenses that you may pay if you buy and
hold fund shares. This information doesn't include any fees that may be charged
by your financial advisor.
FEE TABLE
SHAREHOLDER FEES, paid directly from your investment
_____________________________________________________________________________
Redemption/Exchange Fee on shares
owned less than 15 days (as % of
redemption proceeds) 1 2.00%
ANNUAL OPERATING EXPENSES, deducted from fund assets
_____________________________________________________________________________
Management Fees 0.42%
Distribution and/or Service (12b-1) Fees None
Other Expenses 2 0.16
TOTAL ANNUAL OPERATING EXPENSES 3 0.58
1 This fee is charged on all applicable redemptions or exchanges. Please see
"Policies You Should Know About - Policies about transactions" for further
information.
2 "Other Expenses" include an administrative services fee paid to the Advisor
in the amount of 0.10%.
3 Through March 31, 2008, the Advisor has contractually agreed to waive all
or a portion of its management fee and reimburse or pay certain operating
expenses of the fund to the extent necessary to maintain the fund's total
operating expenses at 0.65% for Institutional Class shares, excluding
certain expenses such as extraordinary expenses, taxes, brokerage and
interest.
Based on the costs above, this example helps you compare the expenses of the
fund to those of other mutual funds. This example assumes the expenses above
remain the same. It also assumes that you invested $10,000, earned 5% annual
returns and reinvested all dividends and distributions. This is only an
example; actual expenses will be different.
EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
Institutional Class $59 $186 $324 $726
10 | DWS Large Cap Value Fund
Institutional Class
ticker symbol LOPIX
fund number 1444
DWS DREMAN CONCENTRATED VALUE FUND
THE FUND'S MAIN INVESTMENT STRATEGY
The fund's investment objective is long-term growth of capital.
The fund seeks to achieve its objective by investing primarily in
the common stocks of large companies that the portfolio managers
believe are undervalued, but have favorable prospects for
appreciation. The fund is classified as a non-diversified portfolio
and normally invests in a core position of common stocks (normally
20 to 25 stocks) that represent the portfolio managers' best ideas.
The fund may hold a limited number of additional positions under
unusual market conditions, to accommodate large inflows or outflows
of cash, or to accumulate or reduce existing positions.
The fund may invest up to 20% of total assets in foreign securities
and up to 10% of total assets in high yield bonds ("junk" bonds).
Compared to investment-grade bonds, junk bonds generally pay higher
yields, have higher volatility and higher risk of default on
payments of interest or principal.
The fund's equity investments are mainly common stocks, but may
also include other types of equities such as preferred or
convertible stocks.
The portfolio managers begin by screening for stocks whose
price-to-earnings ratios are below the average for the S&P 500
Index. The portfolio managers then compare the company's stock
price to its book value, cash flow and yield and analyze individual
companies to identify those that are financially sound and appear
to have strong potential for long-term capital appreciation and
dividend growth. Other fundamental factors that the portfolio
managers consider are liquidity ratios, debt management, and return
on equity.
DWS Dreman Concentrated Value Fund | 11
The portfolio managers assemble the fund's portfolio from among the
most attractive stocks, drawing on an analysis of economic outlooks
for various sectors and industries. Because of the fund's emphasis
on a limited number of issuers, the fund may have greater exposure
to a particular sector or sectors than a more diversified
portfolio.
The portfolio managers may favor securities from different sectors
and industries at different times, while still maintaining variety
in terms of industries and companies represented. The portfolio
managers will normally sell a stock when it reaches a target price,
its fundamental factors have changed or when other investments
offer better opportunities.
OTHER INVESTMENTS. The fund is permitted, but not required, to use
various types of derivatives (contracts whose value is based on,
for example, indices, currencies or securities). Derivatives may be
used for hedging and for risk management or for non-hedging
purposes to seek to enhance potential gains. The fund may use
derivatives in circumstances where portfolio management believes
they offer an economical means of gaining exposure to a particular
asset class or to keep cash on hand to meet shareholder redemptions
or other needs while maintaining exposure to the market.
In particular, the fund may use futures, currency options and
forward currency transactions.
SECURITIES LENDING. The fund may lend its investment securities in
an amount up to 33 1/3% of its total assets to approved
institutional borrowers who need to borrow securities in order to
complete certain transactions.
12 | DWS Dreman Concentrated Value Fund
THE MAIN RISKS OF INVESTING IN THE FUND
There are several risk factors that could hurt the fund's
performance, cause you to lose money or cause the fund's
performance to trail that of other investments.
FOCUS RISK. A strategy of investing in a limited number of
securities may increase the volatility of the fund's investment
performance compared to a strategy of investing in a larger number
of securities.
NON-DIVERSIFICATION RISK. The fund is classified as non-diversified
under the Investment Company Act of 1940, as amended. This means
that the fund may invest in securities of relatively few issuers.
Thus, the performance of one or a small number of portfolio
holdings can affect overall performance more than if the fund
invested in a larger number of issuers.
STOCK MARKET RISK. The fund is affected by how the stock market
performs. To the extent the fund invests in a particular
capitalization or market sector, the fund's performance may be
proportionately affected by that segment's general performance. When
stock prices fall, you should expect the value of your investment to
fall as well. Because a stock represents ownership in its issuer,
stock prices can be hurt by poor management, shrinking product
demand and other business risks. These factors may affect single
companies as well as groups of companies. In addition, movements in
financial markets may adversely affect a stock's price, regardless
of how well the company performs. The market as a whole may not
favor the types of investments the fund makes, which could affect
the fund's ability to sell them at an attractive price.
SECURITY SELECTION RISK. A risk that pervades all investing is the
risk that the securities in the fund's portfolio may decline in
value.
VALUE INVESTING RISK. At times, "value" investing may perform
better than or worse than other investment styles and the overall
market. If the Advisor overestimates the value or return potential
of one or more common stocks, the fund may underperform the general
equity market. Value stocks may also be out of favor for certain
periods in relation to growth stocks.
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS
This fund is designed for long-term investors who are interested in a large-cap
value fund that invests in a limited number of issuers and who can accept
somewhat higher volatility.
DWS Dreman Concentrated Value Fund | 13
SECURITIES LENDING RISK. Any loss in the market price of securities
loaned by the fund that occurs during the term of the loan would be
borne by the fund and would adversely affect the fund's
performance. Also, there may be delays in recovery of securities
loaned or even a loss of rights in the collateral should the
borrower of the securities fail financially while the loan is
outstanding. However, loans will be made only to borrowers selected
by the fund's delegate after a review of relevant facts and
circumstances, including the creditworthiness of the borrower.
Other factors that could affect performance include:
- portfolio management could be wrong in the analysis of
industries, companies, economic trends, the relative
attractiveness of different securities or other matters.
- foreign securities may be more volatile than their US
counterparts, for reasons such as currency fluctuations and
political and economic uncertainty.
- derivatives could produce disproportionate losses due to a
variety of factors, including the failure of the counterparty to
meet its obligations or unexpected price or interest rate
movements. (See "Secondary Risks" for more information.)
14 | DWS Dreman Concentrated Value Fund
THE FUND'S PERFORMANCE HISTORY
While a fund's past performance (before and after taxes) isn't necessarily a
sign of how it will do in the future, it can be valuable for an investor to
know.
The bar chart shows how the performance of the fund's Institutional Class
shares has varied from year to year, which may give some idea of risk. The
table on the following page shows how fund performance compares to relevant
index performance (which, unlike fund performance, does not reflect fees or
expenses). The performance of both the fund and the index varies over time. All
figures assume reinvestment of dividends and distributions (in the case of
after-tax returns, reinvested net of assumed tax rates).
The table shows returns for Institutional Class shares on a before-tax and
after-tax basis. After-tax returns are estimates calculated using the
historical highest individual federal marginal income tax rates and do not
reflect the impact of state and local taxes. Actual after-tax returns depend on
an investor's tax situation and may differ from those shown in the table.
After-tax returns shown are not relevant for investors who hold their shares
through tax-deferred arrangements, such as 401(k) plans or individual
retirement accounts.
DWS Dreman Concentrated Value Fund
ANNUAL TOTAL RETURN (%) AS OF 12/31 EACH YEAR - Institutional Class
[GRAPHIC APPEARS HERE]
18.94 2.78
2006 2007
FOR THE PERIODS INCLUDED IN THE BAR CHART:
BEST QUARTER: 8.03%, Q2 2007 WORST QUARTER: -4.59%, Q4 2007
DWS Dreman Concentrated Value Fund | 15
AVERAGE ANNUAL TOTAL RETURNS (%) as of 12/31/2007
1 YEAR SINCE INCEPTION*
INSTITUTIONAL CLASS
Return before Taxes 2.78 9.98
Return after Taxes on Distributions 1.28 9.14
Return after Taxes on Distributions
and Sale of Fund Shares 2.88** 8.35
RUSSELL 1000 (Reg. TM) VALUE INDEX (reflects
no deductions for fees, expenses or
taxes) -0.17 10.62
S&P 500 INDEX (reflects no
deductions for fees, expenses or
taxes) 5.49 10.49
* Inception date for the fund was June 2, 2005. Index comparison begins on
May 31, 2005.
** Return after Taxes on Distributions and Sales of Fund Shares is higher
than other return figures for the same period due to a capital loss
occurring upon redmeption resulting in an assumed tax deduction for the
shareholder.
Total return would have been lower had certain expenses not been reduced.
RUSSELL 1000 (Reg. TM) VALUE INDEX is an unmanaged index that consists of
those stocks in the Russell 1000 Index with less-than-average growth
orientation. Russell 1000 (Reg. TM) Index is an unmanaged price-only index of
the 1,000 largest capitalized companies that are domiciled in the US and whose
common stocks are traded.
STANDARD & POOR'S 500 INDEX (S&P 500) is an unmanaged, capitalization-weighted
index of 500 stocks. The index is designed to measure performance of the broad
domestic economy through changes in the aggregate market value of 500 stocks
representing all major industries.
- --------------------------------------------------------------------------------
Current performance may be higher or lower than the performance data quoted
above. For more recent performance information, call your financial advisor or
(800) 730-1313 or visit our Web site at www.dws-scudder.com.
- --------------------------------------------------------------------------------
RETURN AFTER TAXES ON DISTRIBUTIONS assumes that an investor holds fund shares
at the end of the period. The return reflects taxes only on the fund's
distributions and not on a shareholder's gain or loss from selling fund shares.
RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES assumes that an
investor sold his or her fund shares at the end of the period. The return
reflects taxes on both the fund's distributions and a shareholder's gain or
loss from selling fund shares.
16 | DWS Dreman Concentrated Value Fund
HOW MUCH INVESTORS PAY
The table below describes the fees and expenses that you may pay if you buy and
hold fund shares. This information doesn't include any fees that may be charged
by your financial advisor.
FEE TABLE
SHAREHOLDER FEES, paid directly from your investment
_____________________________________________________________________________
Redemption/Exchange Fee on shares
owned less than 15 days (as % of
redemption proceeds) 1 2.00%
ANNUAL OPERATING EXPENSES, deducted from fund assets
_____________________________________________________________________________
Management Fees 0.80%
Distribution and/or Service (12b-1) Fees None
Other Expenses 0.43
TOTAL ANNUAL OPERATING EXPENSES 1.23
Less Expense Waiver/Reimbursement 2 0.17
NET ANNUAL OPERATING EXPENSES 2 1.06
1 This fee is charged on all applicable redemptions or exchanges. Please see
"Policies You Should Know About - Policies about transactions" for further
information.
2 Through February 28, 2009, the Advisor has contractually agreed to waive
all or a portion of its management fee and reimburse or pay certain
operating expenses of the fund so that the total operating expenses will
not exceed 1.06% for Institutional Class shares excluding certain expenses
such as extraordinary expenses, taxes, brokerage and interest.
Based on the costs above (including one year of capped expense in each period),
this example helps you compare the expenses of the fund to those of other
mutual funds. This example assumes the expenses above remain the same. It also
assumes that you invested $10,000, earned 5% annual returns and reinvested all
dividends and distributions. This is only an example; actual expenses will be
different.
EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
Institutional Class $108 $374 $659 $1,474
DWS Dreman Concentrated Value Fund | 17
Institutional Class
ticker symbol KDHIX
fund number 539
DWS DREMAN HIGH RETURN EQUITY FUND
THE FUND'S MAIN INVESTMENT STRATEGY
The fund seeks to achieve a high rate of total return.
Under normal circumstances, the fund invests at least 80% of net
assets, plus the amount of any borrowings for investment purposes,
in equity securities (mainly common stocks). The fund focuses on
stocks of large US companies that are similar in size to the
companies in the S&P 500 Index (as of January 31, 2008, the S&P 500
Index had a median market capitalization of $11.8 billion) and that
the portfolio managers believe are undervalued. The fund intends to
invest primarily in companies whose market capitalizations fall
within the normal range of the Index. Although the fund can invest
in stocks of any economic sector, at times it may emphasize the
financial services sector or other sectors. In fact, it may invest
more than 25% of total assets in a single sector.
The fund may invest up to 20% of total assets in foreign
securities.
The fund's equity investments are mainly common stocks, but may
also include other types of equities such as preferred or
convertible stocks.
The portfolio managers begin by screening for stocks whose
price-to-earnings ratios are below the average for the S&P 500
Index. The portfolio managers then compare a company's stock price
to its book value, cash flow and yield and analyze individual
companies to identify those that are financially sound and appear
to have strong potential for long-term growth and income.
The portfolio managers assemble the fund's portfolio from among the
most attractive stocks, drawing on an analysis of economic outlooks
for various sectors and industries.
The portfolio managers will normally sell a stock when it reaches a
target price, its fundamental factors have changed or when other
investments offer better opportunities.
18 | DWS Dreman High Return Equity Fund
OTHER INVESTMENTS. The fund is permitted, but not required, to use
various types of derivatives (contracts whose value is based on,
for example, indices, currencies or securities). Derivatives may be
used for hedging and for risk management or for non-hedging
purposes to seek to enhance potential gains. The fund may use
derivatives in circumstances where portfolio management believes
they offer an economical means of gaining exposure to a particular
asset class or to keep cash on hand to meet shareholder redemptions
or other needs while maintaining exposure to the market.
In particular, the fund may use futures, currency options and
forward currency transactions.
SECURITIES LENDING. The fund may lend its investment securities in
an amount up to 33 1/3% of its total assets to approved
institutional borrowers who need to borrow securities in order to
complete certain transactions.
THE MAIN RISKS OF INVESTING IN THE FUND
There are several risk factors that could hurt the fund's
performance, cause you to lose money or cause the fund's
performance to trail that of other investments.
STOCK MARKET RISK. The fund is affected by how the stock market
performs. To the extent the fund invests in a particular
capitalization or market sector, the fund's performance may be
proportionately affected by that segment's general performance. When
stock prices fall, you should expect the value of your investment to
fall as well. Because a stock represents ownership in its issuer,
stock prices can be hurt by poor management, shrinking product
demand and other business risks. These factors may affect single
companies as well as groups of companies. In addition, movements in
financial markets may adversely affect a stock's price, regardless
of how well the company performs. The market as a whole may not
favor the types of investments the fund makes, which could affect
the fund's ability to sell them at an attractive price.
SECURITY SELECTION RISK. A risk that pervades all investing is the
risk that the securities in the fund's portfolio may decline in
value.
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS
This fund is designed for long-term investors who are interested in a large-cap
value fund that may focus on certain sectors of the economy.
DWS Dreman High Return Equity Fund | 19
VALUE INVESTING RISK. At times, "value" investing may perform
better than or worse than other investment styles and the overall
market. If the Advisor overestimates the value or return potential
of one or more common stocks, the fund may underperform the general
equity market. Value stocks may also be out of favor for certain
periods in relation to growth stocks.
INDUSTRY RISK. While the fund does not concentrate in any industry
or sector, to the extent that the fund has exposure to a given
industry or sector, any factors affecting that industry or sector
could affect the value of portfolio securities. For example,
manufacturers of consumer goods could be hurt by a rise in
unemployment or technology companies could be hurt by such factors
as market saturation, price competition and rapid obsolescence.
SECURITIES LENDING RISK. Any loss in the market price of securities
loaned by the fund that occurs during the term of the loan would be
borne by the fund and would adversely affect the fund's
performance. Also, there may be delays in recovery of securities
loaned or even a loss of rights in the collateral should the
borrower of the securities fail financially while the loan is
outstanding. However, loans will be made only to borrowers selected
by the fund's delegate after a review of relevant facts and
circumstances, including the creditworthiness of the borrower.
Other factors that could affect performance include:
- portfolio management could be wrong in the analysis of
industries, companies, economic trends, the relative
attractiveness of different securities or other matters.
- foreign securities may be more volatile than their US
counterparts, for reasons such as currency fluctuations and
political and economic uncertainty.
- derivatives could produce disproportionate losses due to a
variety of factors, including the failure of the counterparty to
meet its obligations or unexpected price or interest rate
movements. (See "Secondary Risks" for more information.)
20 | DWS Dreman High Return Equity Fund
THE FUND'S PERFORMANCE HISTORY
While a fund's past performance (before and after taxes) isn't necessarily a
sign of how it will do in the future, it can be valuable for an investor to
know.
The bar chart shows how the performance of the fund's Institutional Class
shares has varied from year to year, which may give some idea of risk. The
table on the following page shows how fund performance compares to relevant
index performance (which, unlike fund performance, does not reflect fees or
expenses). The performance of both the fund and the index varies over time. All
figures assume reinvestment of dividends and distributions (in the case of
after-tax returns, reinvested net of assumed tax rates).
The table shows returns for Institutional Class shares on a before-tax and
after-tax basis. After-tax returns are estimates calculated using the
historical highest individual federal marginal income tax rates and do not
reflect the impact of state and local taxes. Actual after-tax returns depend on
an investor's tax situation and may differ from those shown in the table.
After-tax returns shown are not relevant for investors who hold their shares
through tax-deferred arrangements, such as 401(k) plans or individual
retirement accounts.
DWS Dreman High Return Equity Fund
ANNUAL TOTAL RETURN (%) AS OF 12/31 EACH YEAR - Institutional Class
[GRAPHIC APPEARS HERE]
31.81 13.82 8.08 17.76 -0.84
2003 2004 2005 2006 2007
FOR THE PERIODS INCLUDED IN THE BAR CHART:
BEST QUARTER: 20.52%, Q2 2003 WORST QUARTER: -5.90%, Q1 2003
DWS Dreman High Return Equity Fund | 21
AVERAGE ANNUAL TOTAL RETURNS (%) as of 12/31/2007
1 YEAR 5 YEAR SINCE INCEPTION*
INSTITUTIONAL CLASS
Return before Taxes -0.84 13.62 11.04
Return after Taxes on Distributions -2.72 12.86 10.26
Return after Taxes on Distributions
and Sale of Fund Shares 0.73** 11.78 9.43
S&P 500 INDEX (reflects no deduction
for fees, expenses or taxes) 5.49 12.83 11.27
* Inception date for the Institutional Class was August 19, 2002. Index
comparison begins on August 31, 2002.
** Return after Taxes on Distributions and Sale of Fund Shares is higher
than other return figures for the same period due to a capital loss
occurring upon redemption resulting in an assumed tax deduction for the
shareholder.
Total return would have been lower had certain expenses not been reduced.
STANDARD & POOR'S 500 INDEX (S&P 500) is an unmanaged, capitalization-weighted
index of 500 stocks. The index is designed to measure performance of the broad
domestic economy through changes in the aggregate market value of 500 stocks
representing all major industries.
- --------------------------------------------------------------------------------
Current performance may be higher or lower than the performance data quoted
above. For more recent performance information, call your financial advisor or
(800) 730-1313 or visit our Web site at www.dws-scudder.com.
- --------------------------------------------------------------------------------
RETURN AFTER TAXES ON DISTRIBUTIONS assumes that an investor holds fund shares
at the end of the period. The return reflects taxes only on the fund's
distributions and not on a shareholder's gain or loss from selling fund shares.
RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES assumes that an
investor sold his or her fund shares at the end of the period. The return
reflects taxes on both the fund's distributions and a shareholder's gain or
loss from selling fund shares.
22 | DWS Dreman High Return Equity Fund
HOW MUCH INVESTORS PAY
The table below describes the fees and expenses that you may pay if you buy and
hold fund shares. This information doesn't include any fees that may be charged
by your financial advisor.
FEE TABLE
SHAREHOLDER FEES, paid directly from your investment
_____________________________________________________________________________
Redemption/Exchange Fee on shares
owned less than 15 days (as % of
redemption proceeds) 1 2.00%
ANNUAL OPERATING EXPENSES, deducted from fund assets
_____________________________________________________________________________
Management Fees 0.67%
Distribution and/or Service (12b-1) Fees None
Other Expenses 0.12
TOTAL ANNUAL OPERATING EXPENSES 2 0.79
1 This fee is charged on all applicable redemptions or exchanges. Please see
"Policies You Should Know About - Policies about transactions" for further
information.
2 Through October 20, 2009, the Advisor has contractually agreed to waive all
or a portion of its management fee and reimburse or pay certain operating
expenses of the fund to the extent necessary to maintain the fund's total
operating expenses at 0.83% for Institutional Class shares, excluding
certain expenses such as extraordinary expenses, taxes, brokerage and
interest.
Based on the costs above, this example helps you compare the expenses of the
fund to those of other mutual funds. This example assumes the expenses above
remain the same. It also assumes that you invested $10,000, earned 5% annual
returns and reinvested all dividends and distributions. This is only an
example; actual expenses will be different.
EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
Institutional Class $81 $252 $439 $978
DWS Dreman High Return Equity Fund | 23
Institutional Class
ticker symbol MIDIX
fund number 1417
DWS DREMAN MID CAP VALUE FUND
THE FUND'S MAIN INVESTMENT STRATEGY
The fund seeks long-term capital appreciation.
Under normal circumstances, the fund invests at least 80% of net
assets, plus the amount of any borrowings for investment purposes,
in common stocks of mid-cap companies that the portfolio managers
believe are undervalued, but have favorable prospects for
appreciation. The fund defines mid-cap companies as companies that
have a market capitalization similar to that of the Russell Midcap
(Reg. TM) Value Index with a market capitalization which usually
ranges from $1 billion to $20 billion.
The fund may invest up to 20% of total assets in foreign
securities.
The fund's equity investments are mainly common stocks, but may
also include other types of equities such as preferred or
convertible stocks.
The portfolio managers begin their stock selection process by
screening for stocks of mid-cap companies with below market
price-to-earnings ratios. The portfolio managers then compare the
company's stock price to its book value, cash flow and yield and
analyze individual companies to identify those that are financially
sound and appear to have strong potential for long-term capital
appreciation and dividend growth.
The portfolio managers assemble the fund's portfolio from among the
most attractive stocks, drawing on an analysis of economic outlooks
for various sectors and industries.
The portfolio managers will normally sell a stock when it may no
longer qualify as a mid-cap company, it reaches a target price, its
fundamental factors change or other investments offer better
opportunities.
24 | DWS Dreman Mid Cap Value Fund
OTHER INVESTMENTS. The fund is permitted, but not required, to use
various types of derivatives (contracts whose value is based on,
for example, indices, currencies or securities). Derivatives may be
used for hedging and for risk management or for non-hedging
purposes to seek to enhance potential gains. The fund may use
derivatives in circumstances where portfolio management believes
they offer an economical means of gaining exposure to a particular
asset class or to keep cash on hand to meet shareholder redemptions
or other needs while maintaining exposure to the market.
In particular, the fund may use futures, currency options and
forward currency transactions.
SECURITIES LENDING. The fund may lend its investment securities in
an amount up to 33 1/3% of its total assets to approved
institutional borrowers who need to borrow securities in order to
complete certain transactions.
THE MAIN RISKS OF INVESTING IN THE FUND
There are several risk factors that could hurt the fund's
performance, cause you to lose money or cause the fund's
performance to trail that of other investments.
STOCK MARKET RISK. As with most stock funds, the most important
factor affecting this fund is how the stock market performs (to the
extent the fund invests in a particular market sector, the fund's
performance may be proportionately affected by that segment's
general performance). When stock prices fall, you should expect the
value of your investment to fall as well. Because a stock
represents ownership in its issuer, stock prices can be hurt by
poor management, shrinking product demand and other business risks.
These may affect single companies as well as groups of companies.
In addition, movements in financial markets may adversely affect a
stock's price, regardless of how well the company performs. The
market as a whole may not favor the types of investments the fund
makes and the fund may not be able to get an attractive price for
them.
SECURITY SELECTION RISK. A risk that pervades all investing is the
risk that the securities in the fund's portfolio may decline in
value.
DWS Dreman Mid Cap Value Fund | 25
VALUE INVESTING RISK. At times, "value" investing may perform
better than or worse than other investment styles and the overall
market. If the Advisor overestimates the value or return potential
of one or more common stocks, the fund may underperform the general
equity market. Value stocks may also be out of favor for certain
periods in relation to growth stocks.
MEDIUM-SIZED COMPANY RISK. Medium-sized company stocks tend to
experience steeper price fluctuations - down as well as up - than
stocks of larger companies. A shortage of reliable information -
the same information gap that creates opportunity - can pose added
risk. Industry-wide reversals may have a greater impact on
medium-sized companies, since they usually lack a large company's
financial resources. Medium-sized company stocks are typically less
liquid than large company stocks; when things are going poorly, it
is harder to find a buyer for a medium-sized company's shares.
INDUSTRY RISK. While the fund does not concentrate in any industry
or sector, to the extent that the fund has exposure to a given
industry or sector, any factors affecting that industry or sector
could affect the value of portfolio securities. For example,
manufacturers of consumer goods could be hurt by a rise in
unemployment or technology companies could be hurt by such factors
as market saturation, price competition and rapid obsolescence.
SECURITIES LENDING RISK. Any loss in the market price of securities
loaned by the fund that occurs during the term of the loan would be
borne by the fund and would adversely affect the fund's
performance. Also, there may be delays in recovery of securities
loaned or even a loss of rights in the collateral should the
borrower of the securities fail financially while the loan is
outstanding. However, loans will be made only to borrowers selected
by the fund's delegate after a review of relevant facts and
circumstances, including the creditworthiness of the borrower.
26 | DWS Dreman Mid Cap Value Fund
Other factors that could affect performance include:
- portfolio management could be wrong in the analysis of
industries, companies, economic trends, the relative
attractiveness of different securities or other matters.
- foreign securities may be more volatile than their US
counterparts, for reasons such as currency fluctuations and
political and economic uncertainty.
- derivatives could produce disproportionate losses due to a
variety of factors, including the failure of the counterparty to
meet its obligations or unexpected price or interest rate
movements. (See "Secondary Risks" for more information.)
DWS Dreman Mid Cap Value Fund | 27
THE FUND'S PERFORMANCE HISTORY
While a fund's past performance (before and after taxes) isn't necessarily a
sign of how it will do in the future, it can be valuable for an investor to
know.
The bar chart shows how the performance of the fund's Institutional Class
shares has varied from year to year, which may give some idea of risk. The
table on the following page shows how fund performance compares to relevant
index performance (which, unlike fund performance, does not reflect fees or
expenses). The performance of both the fund and the index varies over time. All
figures assume reinvestment of dividends and distributions (in the case of
after-tax returns, reinvested net of assumed tax rates).
The table shows returns for Institutional Class shares on a before-tax and
after-tax basis. After-tax returns are estimates calculated using the
historical highest individual federal marginal income tax rates and do not
reflect the impact of state and local taxes. Actual after-tax returns depend on
an investor's tax situation and may differ from those shown in the table.
After-tax returns shown are not relevant for investors who hold their shares
through tax-deferred arrangements, such as 401(k) plans or individual
retirement accounts.
DWS Dreman Mid Cap Value Fund
ANNUAL TOTAL RETURN (%) AS OF 12/31 EACH YEAR - Institutional Class
[GRAPHIC APPEARS HERE]
18.45 5.81
2006 2007
FOR THE PERIODS INCLUDED IN THE BAR CHART:
BEST QUARTER: 7.72%, Q2 2007 WORST QUARTER: -3.96%, Q4 2007
28 | DWS Dreman Mid Cap Value Fund
AVERAGE ANNUAL TOTAL RETURNS (%) as of 12/31/2007
1 YEAR SINCE INCEPTION*
INSTITUTIONAL CLASS
Return before Taxes 5.81 10.93
Return after Taxes on Distributions 3.76 9.67
Return after Taxes on Distributions
and Sale of Fund Shares 4.21** 8.77
RUSSELL MIDCAP (Reg. TM) VALUE INDEX
(reflects no deductions for fees,
expenses or taxes) -1.42 8.12
* Inception date for the fund was August 2, 2005. Index comparison begins on
July 31, 2005.
** Return after Taxes on Distributions and Sale of Fund Shares is higher
than other return figures for the same period due to a capital loss
occurring upon redemption resulting in an assumed tax deduction for the
shareholder.
Total return would have been lower had certain expenses not been reduced.
The RUSSELL MIDCAP (Reg. TM) VALUE INDEX is an unmanaged index measuring the
performance of those Russell Midcap companies with lower price-to-book ratios
and lower forecasted growth values. The stocks are also members of the Russell
1000 Value Index.
- --------------------------------------------------------------------------------
Current performance may be higher or lower than the performance data quoted
above. For more recent performance information, call your financial advisor or
(800) 730-1313 or visit our Web site at www.dws-scudder.com.
- --------------------------------------------------------------------------------
RETURN AFTER TAXES ON DISTRIBUTIONS assumes that an investor holds fund shares
at the end of the period. The return reflects taxes only on the fund's
distributions and not on a shareholder's gain or loss from selling fund shares.
RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES assumes that an
investor sold his or her fund shares at the end of the period. The return
reflects taxes on both the fund's distributions and a shareholder's gain or
loss from selling fund shares.
DWS Dreman Mid Cap Value Fund | 29
HOW MUCH INVESTORS PAY
The table below describes the fees and expenses that you may pay if you buy and
hold fund shares. This information doesn't include any fees that may be charged
by your financial advisor.
FEE TABLE
SHAREHOLDER FEES, paid directly from your investment
_____________________________________________________________________________
Redemption/Exchange Fee on shares
owned less than 15 days (as % of
redemption proceeds) 1 2.00%
ANNUAL OPERATING EXPENSES, deducted from fund assets
_____________________________________________________________________________
Management Fees 0.75%
Distribution and/or Service (12b-1) Fees None
Other Expenses 0.47
TOTAL ANNUAL OPERATING EXPENSES 1.22
Less Expense Waiver/Reimbursement 2 0.22
NET ANNUAL OPERATING EXPENSES 2 1.00
1 This fee is charged on all applicable redemptions or exchanges. Please see
"Policies You Should Know About - Policies about transactions" for further
information.
2 Through February 28, 2009, the Advisor has contractually agreed to waive
all or a portion of its management fee and reimburse or pay certain
operating expenses of the fund to the extent necessary to maintain the
fund's total operating expenses at 1.00% excluding certain expenses such as
extraordinary expenses, taxes, brokerage and interest.
Based on the costs above (including one year of capped expenses in each
period), this example helps you compare the expenses of the fund to those of
other mutual funds. This example assumes the expenses above remain the same. It
also assumes that you invested $10,000, earned 5% annual returns and reinvested
all dividends and distributions. This is only an example; actual expenses will
be different.
EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
Institutional Class $102 $365 $649 $ 1,458
30 | DWS Dreman Mid Cap Value Fund
Institutional Class
ticker symbol KDSIX
fund number 545
DWS DREMAN SMALL CAP VALUE FUND
THE FUND'S MAIN INVESTMENT STRATEGY
The fund seeks long-term capital appreciation.
Under normal circumstances, the fund invests at least 80% of net
assets, plus the amount of any borrowings for investment purposes,
in undervalued common stocks of small US companies, which the fund
defines as companies that are similar in market value to those in
the Russell 2000 (Reg. TM) Index (as of January 31, 2008, the
Russell 2000 (Reg. TM) Index had a median market capitalization of
$539 million). The fund intends to invest primarily in companies
whose market capitalizations fall within the normal range of the
Index.
While the fund invests mainly in US stocks, it could invest up to
20% of total assets in foreign securities.
The fund's equity investments are mainly common stocks, but may
also include other types of equities such as preferred or
convertible stocks.
The portfolio managers begin their stock selection process by
screening stocks of small companies with below market
price-to-earnings (P/E) ratios. The managers then seek companies
with a low price compared to the book value, cash flow and yield
and analyze individual companies to identify those that are
fundamentally sound and appear to have strong potential for
earnings and dividend growth over the Index.
From the remaining group, the managers then complete their
fundamental analysis and make their buy decisions from a group of
the most attractive stocks, drawing on an analysis of economic
outlooks for various industries.
The managers will normally sell a stock when it no longer qualifies
as a small company, when its P/E rises above that of the Index, its
fundamentals change or other investments offer better
opportunities.
DWS Dreman Small Cap Value Fund | 31
OTHER INVESTMENTS. The fund is permitted, but not required, to use
various types of derivatives (contracts whose value is based on,
for example, indices, currencies or securities). Derivatives may be
used for hedging and for risk management or for non-hedging
purposes to seek to enhance potential gains. The fund may use
derivatives in circumstances where portfolio management believes
they offer an economical means of gaining exposure to a particular
asset class or to keep cash on hand to meet shareholder redemptions
or other needs while maintaining exposure to the market.
In particular, the fund may use futures, currency options and
forward currency transactions.
SECURITIES LENDING. The fund may lend its investment securities in
an amount up to 33 1/3% of its total assets to approved
institutional borrowers who need to borrow securities in order to
complete certain transactions.
THE MAIN RISKS OF INVESTING IN THE FUND
There are several risk factors that could hurt the fund's
performance, cause you to lose money or cause the fund's
performance to trail that of other investments.
STOCK MARKET RISK. As with most stock funds, the most important
factor affecting this fund is how the stock market performs (to the
extent the fund invests in a particular market sector, the fund's
performance may be proportionately affected by that segment's
general performance). When stock prices fall, you should expect the
value of your investment to fall as well. Because a stock represents
ownership in its issuer, stock prices can be hurt by poor
management, shrinking product demand and other business risks. These
may affect single companies as well as groups of companies. In
addition, movements in financial markets may adversely affect a
stock's price, regardless of how well the company performs. The
market as a whole may not favor the types of investments the fund
makes and the fund may not be able to get an attractive price for
them.
SECURITY SELECTION RISK. A risk that pervades all investing is the
risk that the securities in the fund's portfolio may decline in
value.
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS
This fund is designed for value-oriented investors who are interested in
small-cap market exposure.
32 | DWS Dreman Small Cap Value Fund
VALUE INVESTING RISK. At times, "value" investing may perform
better than or worse than other investment styles and the overall
market. If the Advisor overestimates the value or return potential
of one or more common stocks, the fund may underperform the general
equity market. Value stocks may also be out of favor for certain
periods in relation to growth stocks.
INDUSTRY RISK. While the fund does not concentrate in any industry
or sector, to the extent that the fund has exposure to a given
industry or sector, any factors affecting that industry or sector
could affect the value of portfolio securities. For example,
manufacturers of consumer goods could be hurt by a rise in
unemployment or technology companies could be hurt by such factors
as market saturation, price competition and rapid obsolescence.
SECURITIES LENDING RISK. Any loss in the market price of securities
loaned by the fund that occurs during the term of the loan would be
borne by the fund and would adversely affect the fund's
performance. Also, there may be delays in recovery of securities
loaned or even a loss of rights in the collateral should the
borrower of the securities fail financially while the loan is
outstanding. However, loans will be made only to borrowers selected
by the fund's delegate after a review of relevant facts and
circumstances, including the creditworthiness of the borrower.
Other factors that could affect performance include:
- portfolio management could be wrong in the analysis of
industries, companies, economic trends, the relative
attractiveness of different securities or other matters.
- foreign securities may be more volatile than their US
counterparts, for reasons such as currency fluctuations and
political and economic uncertainty.
- derivatives could produce disproportionate losses due to a
variety of factors, including the failure of the counterparty to
meet its obligations or unexpected price or interest rate
movements. (See "Secondary Risks" for more information.)
DWS Dreman Small Cap Value Fund | 33
THE FUND'S PERFORMANCE HISTORY
While a fund's past performance (before and after taxes) isn't necessarily a
sign of how it will do in the future, it can be valuable for an investor to
know.
The bar chart shows how the performance of the fund's Institutional Class
shares has varied from year to year, which may give some idea of risk. The
table on the following page shows how fund performance compares to relevant
index performance (which, unlike fund performance, does not reflect fees or
expenses). The performance of both the fund and the index varies over time. All
figures assume reinvestment of dividends and distributions (in the case of
after-tax returns, reinvested net of assumed tax rates).
The table shows returns for Institutional Class shares on a before-tax and
after-tax basis. After-tax returns are estimates calculated using the
historical highest individual federal marginal income tax rates and do not
reflect the impact of state and local taxes. Actual after-tax returns depend on
an investor's tax situation and may differ from those shown in the table.
After-tax returns shown are not relevant for investors who hold their shares
through tax-deferred arrangements, such as 401(k) plans or individual
retirement accounts.
DWS Dreman Small Cap Value Fund
ANNUAL TOTAL RETURN (%) AS OF 12/31 EACH YEAR - Institutional Class
[GRAPHIC APPEARS HERE]
43.11 25.85 10.11 24.25 2.83
2003 2004 2005 2006 2007
FOR THE PERIODS INCLUDED IN THE BAR CHART:
BEST QUARTER: 22.34%, Q2 2003 WORST QUARTER: -5.38%, Q1 2003
34 | DWS Dreman Small Cap Value Fund
AVERAGE ANNUAL TOTAL RETURNS (%) as of 12/31/2007
1 YEAR 5 YEAR SINCE INCEPTION*
INSTITUTIONAL CLASS
Return before Taxes 2.83 20.43 17.53
Return after Taxes on Distributions 0.55 19.25 16.39
Return after Taxes on Distributions
and Sale of Fund Shares 3.66** 17.91 15.28
RUSSELL 2000 (Reg. TM) INDEX (reflects no
deductions for fees, expenses or
taxes) -1.57 16.25 14.84
RUSSELL 2000 (Reg. TM) VALUE INDEX (reflects
no deductions for fees, expenses or
taxes) -9.78 15.80 14.18
* Inception date for the Institutional Class was August 19, 2002. Index
comparison begins on August 31, 2002.
** Return after Taxes on Distributions and Sale of Fund Shares is higher
than other return figures for the same period due to a capital loss
occurring upon redemption resulting in an assumed tax deduction for the
shareholder.
RUSSELL 2000 (Reg. TM) INDEX is an unmanaged capitalization-weighted measure
of approximately 2,000 small US stocks.
RUSSELL 2000 (Reg. TM) VALUE INDEX is an unmanaged index measuring the
performance of those Russell 2000 companies with lower price-to-book ratios
and lower forecasted growth values.
- --------------------------------------------------------------------------------
Current performance may be higher or lower than the performance data quoted
above. For more recent performance information, call your financial advisor or
(800) 730-1313 or visit our Web site at www.dws-scudder.com.
- --------------------------------------------------------------------------------
RETURN AFTER TAXES ON DISTRIBUTIONS assumes that an investor holds fund shares
at the end of the period. The return reflects taxes only on the fund's
distributions and not on a shareholder's gain or loss from selling fund shares.
RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES assumes that an
investor sold his or her fund shares at the end of the period. The return
reflects taxes on both the fund's distributions and a shareholder's gain or
loss from selling fund shares.
DWS Dreman Small Cap Value Fund | 35
HOW MUCH INVESTORS PAY
The table below describes the fees and expenses that you may pay if you buy and
hold fund shares. This information doesn't include any fees that may be charged
by your financial advisor.
FEE TABLE
SHAREHOLDER FEES, paid directly from your investment
_____________________________________________________________________________
Redemption/Exchange Fee on shares
owned less than 15 days (as % of
redemption proceeds) 1 2.00%
ANNUAL OPERATING EXPENSES, deducted from fund assets
_____________________________________________________________________________
Management Fees 0.71%
Distribution and/or Service (12b-1) Fees None
Other Expenses 0.15
Acquired Funds (Underlying Funds) Fees
and Expenses 2 0.01
TOTAL ANNUAL OPERATING EXPENSES 0.87
1 This fee is charged on all applicable redemptions or exchanges. Please see
"Policies You Should Know About - Policies about transactions" for further
information.
2 The amount indicated is based on the indirect net expenses associated with
the fund's investment in the underlying funds for the fiscal year ended
November 30, 2007.
Based on the costs above, this example helps you compare the expenses of the
fund to those of other mutual funds. This example assumes the expenses above
remain the same. It also assumes that you invested $10,000, earned 5% annual
returns and reinvested all dividends and distributions. This is only an
example; actual expenses will be different.
EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
Institutional Class $89 $278 $482 $1,073
36 | DWS Dreman Small Cap Value Fund
OTHER POLICIES AND SECONDARY RISKS
While the previous pages describe the main points of each fund's
strategy and risks, there are a few other issues to know about:
- Although major changes tend to be infrequent, each fund's Board
could change a fund's investment objective without seeking
shareholder approval. However, the Board will provide
shareholders with at least 60 days' notice prior to making any
changes to each fund's (except DWS Dreman Concentrated Value
Fund) 80% investment policy as described herein.
- As a temporary defensive measure, each fund could shift up to 50%
of assets into investments such as money market securities. This
could prevent losses, but, while engaged in a temporary defensive
position, a fund will not be pursuing its investment objective.
However, portfolio management may choose not to use these
strategies for various reasons, even in volatile market
conditions.
- Each fund may trade actively. This could raise transaction costs
(thus lowering return) and could mean distributions at higher tax
rates.
Secondary risks
The risk disclosure below applies to each fund, unless otherwise
noted.
DERIVATIVES RISK. Risks associated with derivatives include the risk
that the derivative is not well correlated with the security, index
or currency to which it relates; the risk that derivatives may
result in losses or missed opportunities; the risk that the fund
will be unable to sell the derivative because of an illiquid
secondary market; the risk that a counterparty is unwilling or
unable to meet its obligation; and the risk that the derivative
transaction could expose the fund to the effects of leverage, which
could increase the fund's exposure to the market and magnify
potential losses. There is no guarantee that derivatives, to the
extent employed, will have the intended effect, and their use could
cause lower returns or even losses to the fund. The use of
derivatives by the fund to hedge risk may reduce the opportunity for
gain by offsetting the positive effect of favorable price movements.
Other Policies and Secondary Risks | 37
PRICING RISK. At times, market conditions may make it difficult to
value some investments, and the fund may use certain valuation
methodologies for some of its investments, such as fair value
pricing. Given the subjective nature of such valuation
methodologies, it is possible that the value determined for an
investment may be different than the value realized upon such
investment's sale. If the fund has valued its securities too highly,
you may pay too much for fund shares when you buy into the fund. If
the fund has underestimated the price of its securities, you may not
receive the full market value when you sell your fund shares.
IPO RISK. Securities purchased in initial public offerings (IPOs)
may be very volatile, rising and falling rapidly, often based, among
other reasons, on investor perceptions rather than on economic
reasons. Additionally, investments in IPOs may magnify the fund's
performance if it has a small asset base. The fund is less likely to
experience a similar impact on its performance as its assets grow
because it is unlikely that the fund will be able to obtain
proportionately larger IPO allocations.
For more information
This prospectus doesn't tell you about every policy or risk of
investing in each fund.
If you want more information on each fund's allowable securities and
investment practices and the characteristics and risks of each one,
you may want to request a copy of the Statement of Additional
Information (the back cover tells you how to do this).
Keep in mind that there is no assurance that a fund will achieve its
objective.
A complete list of each fund's portfolio holdings is posted as of
the month-end on www.dws-scudder.com (the Web site does not form a
part of this prospectus) on or after the last day of the following
month. This posted information generally remains accessible at least
until the date on which a fund files its Form N-CSR or N-Q with the
Securities and Exchange Commission for the period that includes the
date as of which the posted information is current. In addition,
each fund's top ten equity holdings and other fund information is
posted on www.dws-scudder.com as of the calendar quarter-end on or
38 | Other Policies and Secondary Risks
after the 15th day following quarter-end. Each fund's Statement of
Additional Information includes a description of a fund's policies
and procedures with respect to the disclosure of a fund's portfolio
holdings.
WHO MANAGES AND OVERSEES THE FUNDS
The investment advisor
Deutsche Investment Management Americas Inc. ("DIMA" or the
"Advisor"), with headquarters at 345 Park Avenue, New York, NY
10154, is the investment advisor for each fund. Under the oversight
of the Board, the Advisor, or a subadvisor, makes investment
decisions, buys and sells securities for each fund and conducts
research that leads to these purchase and sale decisions. The
Advisor provides a full range of global investment advisory services
to institutional and retail clients.
DWS Scudder is part of Deutsche Asset Management, which is the
marketing name in the US for the asset management activities of
Deutsche Bank AG, DIMA, Deutsche Bank Trust Company Americas and DWS
Trust Company.
Deutsche Asset Management is a global asset management organization
that offers a wide range of investing expertise and resources,
including hundreds of portfolio managers and analysts and an office
network that reaches the world's major investment centers. This
well-resourced global investment platform brings together a wide
variety of experience and investment insight across industries,
regions, asset classes and investing styles.
The Advisor is an indirect, wholly owned subsidiary of Deutsche Bank
AG. Deutsche Bank AG is a major global banking institution that is
engaged in a wide range of financial services, including investment
management, mutual funds, retail, private and commercial banking,
investment banking and insurance.
Who Manages and Oversees the Funds | 39
MANAGEMENT FEE. The Advisor receives a management fee from each
fund. Below are the actual rates paid by each fund for the most
recent fiscal year, as a percentage of each fund's average daily net
assets.
FUND NAME FEE PAID
DWS Large Cap Value Fund 0.46 %
DWS Dreman Concentrated Value Fund 0.54%*
DWS Dreman High Return Equity Fund 0.67 %
DWS Dreman Mid Cap Value Fund 0.51%*
DWS Dreman Small Cap Value Fund 0.71 %
* Reflects the effects of expense limitations and/or fee waivers
then in effect.
Effective April 25, 2007, DWS Large Cap Value Fund pays the Advisor
under a new investment management agreement a fee, calculated daily
and paid monthly, at the annual rate of 0.425% of the fund's average
daily net assets up to $1.5 billion, 0.400% of the next $500
million, 0.375% of the next $1 billion, 0.350% of the next $1
billion, 0.325% of the next $1 billion and 0.300% thereafter.
A discussion regarding the basis for the Board's approval of each
fund's investment management agreement and, as applicable,
subadvisory agreement, is contained in the most recent shareholder
reports for the annual period ended November 30 (see "Shareholder
reports" on the back cover).
The Advisor provides administrative services to DWS Large Cap Value
Fund under a separate administrative services agreement between the
fund and the Advisor. The funds, other than DWS Large Cap Value
Fund, each pay the Advisor for providing most of each fund's
administrative services under each fund's investment management
agreement.
40 | Who Manages and Oversees the Funds
The Subadvisors
Subadvisor for DWS Dreman Concentrated Value Fund, DWS Dreman High
Return Equity Fund, DWS Dreman Mid Cap Value Fund and DWS Dreman
Small Cap Value Fund
The subadvisor for DWS Dreman Concentrated Value Fund, DWS Dreman
High Return Equity Fund, DWS Dreman Mid Cap Value Fund and DWS
Dreman Small Cap Value Fund is Dreman Value Management, L.L.C.
("DVM"), 520 East Cooper Avenue, Suite 230-4, Aspen, CO 81611. DVM
was founded in 1977 and currently manages over $18.9 billion in
assets, which is primarily comprised of institutional accounts and
investment companies managed by the advisor. Pursuant to a
subadvisory agreement with DIMA, DVM performs some of the functions
of the Advisor, including making each fund's investment decisions
and buying and selling securities for each fund.
Subadvisor for DWS Large Cap Value Fund
The subadvisor for DWS Large Cap Value Fund is Deutsche Asset
Management International GmbH ("DeAMi"), Mainzer Landstrasse
178-190, Frankfurt am Main, Germany. DeAMi renders investment
advisory and management services to the fund. DeAMi is an investment
advisor registered with the Securities and Exchange Commission and
currently manages over $60 billion in assets, which is primarily
comprised of institutional accounts and investment companies. DeAMi
is a subsidiary of Deutsche Bank AG. DIMA compensates DeAMi out of
the management fee it receives from the fund.
Who Manages and Oversees the Funds | 41
Portfolio management
Each fund is managed by a team of investment professionals who collaborate to
develop and implement each fund's investment strategy. Each portfolio manager
on the teams has authority over all aspects of a fund's investment portfolio,
including but not limited to, purchases and sales of individual securities,
portfolio construction techniques, portfolio risk assessment and the management
of daily cash flows in accordance with the portfolio holdings.
The following people handle the day-to-day management of each fund:
DWS DREMAN HIGH RETURN EQUITY FUND
David N. Dreman
Chairman and Chief Investment Officer of Dreman Value Management, L.L.C. and
Lead Portfolio Manager.
- - Began investment career in 1957.
- - Joined the fund team in 1998.
- - Founder, Dreman Value Management, L.L.C.
F. James Hutchinson
President of Dreman Value Management, L.L.C. and Portfolio Manager.
- - Joined Dreman Value Management, L.L.C. in 2000.
- - Executive Vice President responsible for Marketing.
- - Began investment career in 1986.
- - Member of Investment Policy Committee.
- - Joined the fund team in 2001.
- - Prior to joining Dreman Value Management, L.L.C., 30 years of experience in
finance and trust/investment management with the Bank of New York.
E. Clifton Hoover, Jr.
Portfolio Manager.
- - Joined Dreman Value Management, L.L.C. in 2006 as a Managing Director and
Co-Chief Investment Officer of Large Cap Value Strategy.
- - Prior to joining Dreman Value Management, L.L.C., Managing Director and a
Portfolio Manager at NFJ Investment Group since 1997; Vice President -
Corporate Finance at Credit Lyonnais, 1992-1997; Financial Analyst at
Citibank, 1990-1992; and Credit Analyst/Corporate Loan Officer for
RepublicBank (now Bank of America), 1985-1990.
- - Over 21 years of investment industry experience.
- - Joined the fund team in 2006.
- - MS, Texas Tech University.
DWS LARGE CAP VALUE FUND
Thomas Schuessler, PhD
Director of Deutsche Asset Management and Portfolio Manager.
- - Joined Deutsche Asset Management in 2001 after 5 years at Deutsche Bank
where he managed various products and worked in the office of the Chairman
of the Management Board.
- - US and Global Fund Management: Frankfurt.
- - Joined the fund team in 2007.
- - PhD, University of Heidelberg, studies in physics and economics at
University of Heidelberg and University of Utah.
42 | Who Manages and Oversees the Funds
DWS DREMAN MID CAP VALUE FUND
David N. Dreman
Chairman and Chief Investment Officer of Dreman Value Management, L.L.C. and
Co-Lead Portfolio Manager.
- - Began investment career in 1957.
- - Joined the fund team in 2005.
- - Founder, Dreman Value Management, L.L.C.
F. James Hutchinson
President of Dreman Value Management, L.L.C. and Co-Lead Portfolio Manager.
- - Joined Dreman Value Management, L.L.C. in 2000.
- - Executive Vice President responsible for Marketing.
- - Began investment career in 1986.
- - Member of Investment Policy Committee.
- - Joined the fund team in 2006.
- - Prior to joining Dreman Value Management, L.L.C., 30 years of experience in
finance and trust/investment management with the Bank of New York.
Mark Roach
Co-Lead Portfolio Manager.
- - Joined Dreman Value Management, L.L.C. in November 2006 as a Managing
Director and Portfolio Manager of Small and Mid Cap products.
- - Joined the fund team in 2006.
- - Prior to that, Portfolio Manager at Vaughan Nelson Investment Management,
managing a small cap product from 2002 through 2006; security analyst from
1997 to 2001 for various institutions including Fifth Third Bank, Lynch,
Jones & Ryan and USAA.
- - BS, Baldwin Wallace College; MBA, University of Chicago.
DWS DREMAN SMALL CAP VALUE FUND
David N. Dreman
Chairman and Chief Investment Officer of Dreman Value Management, L.L.C. and
Lead Portfolio Manager.
- - Began investment career in 1957.
- - Joined the fund team in 2002.
- - Founder, Dreman Value Management, L.L.C.
Mark Roach
Portfolio Manager.
- - Joined Dreman Value Management, L.L.C. in November 2006 as a Managing
Director and Portfolio Manager of Small and Mid Cap products.
- - Joined the fund team in 2006.
- - Prior to that, Portfolio Manager at Vaughan Nelson Investment Management,
managing a small cap product from 2002 through 2006; security analyst from
1997 to 2001 for various institutions including Fifth Third Bank, Lynch,
Jones & Ryan and USAA.
- - BS, Baldwin Wallace College; MBA, University of Chicago.
E. Clifton Hoover, Jr.
Portfolio Manager.
- - Joined Dreman Value Management, L.L.C. in 2006 as a Managing Director and
Co-Chief Investment Officer of Large Cap Value Strategy.
- - Prior to joining Dreman Value Management, L.L.C., Managing Director and a
Portfolio Manager at NFJ Investment Group since 1997; Vice President -
Corporate Finance at Credit Lyonnais, 1992-1997; Financial Analyst at
Citibank, 1990-1992; and Credit Analyst/Corporate Loan Officer for
RepublicBank (now Bank of America), 1985-1990.
- - Over 21 years of investment industry experience.
- - Joined the fund team in 2006.
- - MS, Texas Tech University.
Who Manages and Oversees the Funds | 43
DWS DREMAN CONCENTRATED VALUE FUND
David N. Dreman
Chairman and Chief Investment Officer of Dreman Value Management, L.L.C. and
Lead Portfolio Manager.
- - Began investment career in 1957.
- - Joined the fund team in 2005.
- - Founder, Dreman Value Management, L.L.C.
F. James Hutchinson
President of Dreman Value Management, L.L.C. and Portfolio Manager.
- - Joined Dreman Value Management, L.L.C. in 2000.
- - Executive Vice President responsible for Marketing.
- - Began investment career in 1986.
- - Member of Investment Policy Committee.
- - Joined the fund team in 2005.
- - Prior to joining Dreman Value Management, L.L.C., 30 years of experience in
finance and trust/investment management with the Bank of New York.
E. Clifton Hoover, Jr.
Portfolio Manager.
- - Joined Dreman Value Management, L.L.C. in 2006 as a Managing Director and
Co-Chief Investment Officer of Large Cap Value Strategy.
- - Prior to joining Dreman Value Management, L.L.C., Managing Director and a
Portfolio Manager at NFJ Investment Group since 1997; Vice President -
Corporate Finance at Credit Lyonnais, 1992-1997; Financial Analyst at
Citibank, 1990-1992; and Credit Analyst/Corporate Loan Officer for
RepublicBank (now Bank of America), 1985-1990.
- - Over 21 years of investment industry experience.
- - Joined the fund team in 2006.
- - MS, Texas Tech University.
Each fund's Statement of Additional Information provides additional information
about a portfolio manager's investments in each fund, a description of the
portfolio management compensation structure and information regarding other
accounts managed.
44 | Who Manages and Oversees the Funds
FINANCIAL HIGHLIGHTS
The financial highlights are designed to help you understand recent financial
performance. The figures in the first part of each table are for a single
share. The total return figures represent the percentage that an investor in a
fund would have earned (or lost), assuming all dividends and distributions were
reinvested. This information has been audited by Ernst & Young LLP, independent
registered public accounting firm, whose report, along with each fund's
financial statements, is included in each fund's annual report (see
"Shareholder reports" on the back cover).
DWS Large Cap Value Fund - Institutional Class
YEARS ENDED NOVEMBER 30, 2007 2006 2005 2004 2003
SELECTED PER SHARE DATA
- -----------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD $ 24.44 $ 22.91 $ 22.19 $ 19.98 $ 17.13
- ------------------------------------------ -------- --------- -------- -------- --------
Income (loss) from investment
operations:
Net investment income (loss)a .38 .46c .42 .37 .32
__________________________________________ ________ _________ ________ ________ ________
Net realized and unrealized gain
(loss) 2.35 2.64 .79 2.17 2.83
- ------------------------------------------ -------- --------- -------- -------- --------
TOTAL FROM INVESTMENT OPERATIONS 2.73 3.10 1.21 2.54 3.15
__________________________________________ ________ _________ ________ ________ ________
Less distributions from:
Net investment income ( .46) ( .42) ( .49) ( .33) ( .30)
__________________________________________ ________ _________ ________ ________ ________
Net realized gains ( 2.15) ( 1.15) - - -
__________________________________________ ________ _________ ________ ________ ________
TOTAL DISTRIBUTIONS ( 2.61) ( 1.57) ( .49) ( .33) ( .30)
__________________________________________ ________ _________ ________ ________ ________
Redemption fees .00* .00* .00* - -
- ------------------------------------------ -------- --------- -------- -------- --------
NET ASSET VALUE, END OF PERIOD $ 24.56 $ 24.44 $ 22.91 $ 22.19 $ 19.98
- ------------------------------------------ -------- --------- -------- -------- --------
Total Return (%) 12.13c 14.45b,c 5.64b 12.65b 18.73
- ------------------------------------------ -------- --------- -------- -------- --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
- -----------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ millions) 61 53 35 8 13
__________________________________________ ________ _________ ________ ________ ________
Ratio of expenses before expense
reductions (%) .58 .66 .68 .94 .87
__________________________________________ ________ _________ ________ ________ ________
Ratio of expenses after expense
reductions (%) .57 .64 .66 .86 .87
__________________________________________ ________ _________ ________ ________ ________
Ratio of net investment income (loss)
(%) 1.63 2.03c 1.91 1.74 1.83
__________________________________________ ________ _________ ________ ________ ________
Portfolio turnover rate (%) 86 76 56 39 69
- ------------------------------------------ -------- --------- -------- -------- --------
a Based on average shares outstanding during the period.
b Total return would have been lower had certain expenses not been reduced.
c Includes non-recurring income from the Advisor recorded as a result of an
administrative proceeding regarding disclosure of brokerage allocation
practices in connection with sales of DWS Scudder Funds. The non-recurring
income resulted in an increase in net investment income of $0.033 per share
and an increase in the ratio of net investment income of 0.14%. Excluding
this non-recurring income, total return would have been 0.14% lower.
* Amount is less than $.005.
Financial Highlights | 45
DWS Dreman Concentrated Value Fund - Institutional Class
YEARS ENDED NOVEMBER 30, 2007 2006 2005a
SELECTED PER SHARE DATA
- ------------------------------------------------------------------------------- -
NET ASSET VALUE, BEGINNING OF PERIOD $ 11.96 $ 10.08 $ 10.00
- ------------------------------------------------- -------- -------- --------
Income (loss) from investment operations:
Net investment income b .22 .21 .07
_________________________________________________ ________ ________ ________
Net realized and unrealized gain (loss) .42 1.87 .01
- ------------------------------------------------- -------- -------- --------
TOTAL FROM INVESTMENT OPERATIONS .64 2.08 .08
_________________________________________________ ________ ________ ________
Less distributions from:
Net investment income ( .21) ( .20) -
_________________________________________________ ________ ________ ________
Net realized gains ( .08) - -
_________________________________________________ ________ ________ ________
TOTAL DISTRIBUTIONS ( .29) ( .20) -
_________________________________________________ ________ ________ ________
Redemption fees .00*** .00*** .00***
- ------------------------------------------------- -------- -------- --------
NET ASSET VALUE, END OF PERIOD $ 12.31 $ 11.96 $ 10.08
- ------------------------------------------------- -------- -------- --------
Total Return (%)c 5.38 20.94 .80**
- ------------------------------------------------- -------- -------- --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------- --------
Net assets, end of period ($ millions) 6 6 1
_________________________________________________ ________ ________ ________
Ratio of expenses before expense reductions (%) 1.23 1.50 2.52*
_________________________________________________ ________ ________ ________
Ratio of expenses after expense reductions (%) .94 .93d 1.41*
_________________________________________________ ________ ________ ________
Ratio of net investment income (loss) (%) 1.79 1.84 1.43*
_________________________________________________ ________ ________ ________
Portfolio turnover rate (%) 58 38 5
- ------------------------------------------------- -------- -------- --------
a For the period from June 2, 2005 (commencement of operations) to November
30, 2005.
b Based on average shares outstanding during the period.
c Total return would have been lower had certain expenses not been reduced.
d The ratio of operating expenses includes reimbursement of the Fund's
organizational and offering costs incurred since inception of the Fund. The
ratio without this reimbursement would have been 1.05%.
* Annualized
** Not annualized
*** Amount is less than $.005.
46 | Financial Highlights
DWS Dreman High Return Equity Fund - Institutional Class
YEARS ENDED NOVEMBER 30, 2007 2006 2005 2004 2003
SELECTED PER SHARE DATA
- -----------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD $ 50.80 $ 44.38 $ 41.25 $ 36.46 $ 30.14
- ---------------------------------------- -------- -------- -------- -------- --------
Income (loss) from investment
operations:
Net investment income a 1.10 1.00 .82 .71 .69
________________________________________ ________ ________ ________ ________ ________
Net realized and unrealized gain
(loss) .01 7.19 3.04 4.81 6.30
- ---------------------------------------- -------- -------- -------- -------- --------
TOTAL FROM INVESTMENT OPERATIONS 1.11 8.19 3.86 5.52 6.99
________________________________________ ________ ________ ________ ________ ________
Less distributions from:
Net investment income ( 1.14) ( .82) ( .73) ( .73) ( .67)
________________________________________ ________ ________ ________ ________ ________
Net realized gains ( .42) ( .95) - - -
________________________________________ ________ ________ ________ ________ ________
TOTAL DISTRIBUTIONS ( 1.56) ( 1.77) ( .73) ( .73) ( .67)
________________________________________ ________ ________ ________ ________ ________
Redemption fees .00* .00* .00* - -
- ---------------------------------------- -------- -------- -------- -------- --------
NET ASSET VALUE, END OF PERIOD $ 50.35 $ 50.80 $ 44.38 $ 41.25 $ 36.46
- ---------------------------------------- -------- -------- -------- -------- --------
Total Return (%) 2.13 18.69b 9.43 15.33 23.58
- ---------------------------------------- -------- -------- -------- -------- --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
- -----------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ millions) 928 914 574 116 88
________________________________________ ________ ________ ________ ________ ________
Ratio of expenses before expense
reductions (%) .79 .83 .79 .83 .92
________________________________________ ________ ________ ________ ________ ________
Ratio of expenses after expense
reductions (%) .79 .80 .79 .83 .92
________________________________________ ________ ________ ________ ________ ________
Ratio of net investment income (%) 2.12 2.09 1.89 1.85 2.22
________________________________________ ________ ________ ________ ________ ________
Portfolio turnover rate (%) 27 32 9 10 14
- ---------------------------------------- -------- -------- -------- -------- --------
a Based on average shares outstanding during the period.
b Total return would have been lower had certain expenses not been reduced.
* Amount is less than $.005.
Financial Highlights | 47
DWS Dreman Mid Cap Value Fund - Institutional Class
YEARS ENDED NOVEMBER 30, 2007 2006 2005a
SELECTED PER SHARE DATA
- ------------------------------------------------------------------------------- -
NET ASSET VALUE, BEGINNING OF PERIOD $ 12.01 $ 10.06 $ 10.00
- ------------------------------------------------- -------- -------- --------
Income (loss) from investment operations:
Net investment income (loss)b .15 .13 ( .00)***
_________________________________________________ ________ ________ ________
Net realized and unrealized gain (loss) .78 1.88 .06
- ------------------------------------------------- -------- -------- --------
TOTAL FROM INVESTMENT OPERATIONS .93 2.01 .06
_________________________________________________ ________ ________ ________
Less distributions from:
Net investment income ( .13) ( .06) -
_________________________________________________ ________ ________ ________
Net realized gains ( .15) - -
_________________________________________________ ________ ________ ________
TOTAL DISTRIBUTIONS ( .28) ( .06) -
_________________________________________________ ________ ________ ________
Redemption fees .00*** .00*** .00***
- ------------------------------------------------- -------- -------- --------
NET ASSET VALUE, END OF PERIOD $ 12.66 $ 12.01 $ 10.06
- ------------------------------------------------- -------- -------- --------
Total Return (%)c 7.86 20.06 .60**
- ------------------------------------------------- -------- -------- --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------- --------
Net assets, end of period ($ millions) 7 7 .6
_________________________________________________ ________ ________ ________
Ratio of expenses before expense reductions (%) 1.22 2.23 6.38*
_________________________________________________ ________ ________ ________
Ratio of expenses after expense reductions (%) .98 0.90d 2.46*
_________________________________________________ ________ ________ ________
Ratio of net investment income (loss) (%) 1.16 1.21 ( .16)*
_________________________________________________ ________ ________ ________
Portfolio turnover rate (%) 82 34 10
- ------------------------------------------------- -------- -------- --------
a For the period from August 2, 2005 (commencement of operations) to November
30, 2005.
b Based on average shares outstanding during the period.
c Total return would have been lower had certain expenses not been reduced.
d The ratio of operating expenses includes reimbursement of the Fund's
organizational and offering cost incurred since the inception of the Fund.
The ratio without this reimbursement would have been 1.19%.
* Annualized
** Not annualized
*** Amount is less than $.005.
48 | Financial Highlights
DWS Dreman Small Cap Value Fund - Institutional Class
YEARS ENDED NOVEMBER 30, 2007 2006 2005 2004 2003
SELECTED PER SHARE DATA
- ------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD $ 40.58 $ 35.61 $ 32.10 $ 25.31 $ 18.48
- ------------------------------------------ -------- -------- -------- -------- --------
Income (loss) from investment
operations:
Net investment income (loss)a .28 .25 .27 .20 .26
__________________________________________ ________ ________ ________ ________ ________
Net realized and unrealized gain
(loss) .93 8.18 3.53 6.81 6.71
- ------------------------------------------ -------- -------- -------- -------- --------
TOTAL FROM INVESTMENT OPERATIONS 1.21 8.43 3.80 7.01 6.97
__________________________________________ ________ ________ ________ ________ ________
Less distributions from:
Net investment income ( .04) ( .32) - ( .22) ( .14)
__________________________________________ ________ ________ ________ ________ ________
Net realized gains ( 2.11) ( 3.14) ( .29) - -
__________________________________________ ________ ________ ________ ________ ________
TOTAL DISTRIBUTIONS ( 2.15) ( 3.46) ( .29) ( .22) ( .14)
__________________________________________ ________ ________ ________ ________ ________
Redemption fees .00* .00* .00* - -
- ------------------------------------------ -------- -------- -------- -------- --------
NET ASSET VALUE, END OF PERIOD $ 39.64 $ 40.58 $ 35.61 $ 32.10 $ 25.31
- ------------------------------------------ -------- -------- -------- -------- --------
Total Return (%) 3.14 25.88 11.91 27.91 38.07
- ------------------------------------------ -------- -------- -------- -------- --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ millions) 123 109 34 15 .619
__________________________________________ ________ ________ ________ ________ _________
Ratio of expenses (%) .86 .85 .95 .88 .85
__________________________________________ ________ ________ ________ ________ _________
Ratio of net investment income (loss)
(%) .75 .73 .84 .76 1.49
__________________________________________ ________ ________ ________ ________ _________
Portfolio turnover rate (%) 60 48 67 64 67
- ------------------------------------------ -------- -------- -------- -------- ---------
a Based on average shares outstanding during the period.
* Amount is less than $.005.
Financial Highlights | 49
HOW TO INVEST IN THE FUNDS
THE FOLLOWING PAGES TELL YOU HOW TO INVEST IN A FUND AND WHAT TO EXPECT AS A
SHAREHOLDER. The following pages also tell you about many of the services,
choices and benefits of being a shareholder. You'll also find information on
how to check the status of your account using the method that's most convenient
for you.
If you're investing directly with DWS Scudder, all of this information applies
to you. If you're investing through a "third party provider" - for example, a
workplace retirement plan, financial supermarket or financial advisor - your
provider may have its own policies or instructions and you should follow those.
You can find out more about the topics covered here by speaking with your
FINANCIAL ADVISOR OR A REPRESENTATIVE OF YOUR WORKPLACE RETIREMENT PLAN OR
OTHER INVESTMENT PROVIDER.
Buying and Selling INSTITUTIONAL CLASS Shares
You may buy Institutional Class shares through your securities
dealer or through any financial institution that is authorized to
act as a shareholder servicing agent ("financial advisor"). Contact
them for details on how to place and pay for your order. Your
financial advisor may also receive compensation from the Advisor
and/or its affiliates. For more information, please see "Financial
intermediary support payments."
You may also buy Institutional Class shares by sending your check
(along with a completed account application) directly to DWS Scudder
Investments Service Company (the "transfer agent"). Your purchase
order may not be accepted if a fund withdraws the offering of fund
shares, the sale of fund shares has been suspended or if it is
determined that your purchase would be detrimental to the interests
of a fund's shareholders.
Eligibility requirements
You may buy Institutional Class shares if you are any of the
following:
- An eligible institution (e.g., a financial institution,
corporation, trust, estate or educational, religious or
charitable institution).
- An employee benefit plan with assets of at least $50 million.
- A registered investment advisor or financial planner purchasing
on behalf of clients and charging an asset-based or
hourly fee.
- A client of the private banking division of Deutsche Bank AG.
- A current or former director or trustee of the Deutsche or DWS
mutual funds.
- An employee, the employee's spouse or life partner and children
or stepchildren age 21 or younger of Deutsche Bank or its
affiliates or a subadvisor to any fund in the DWS family of funds
or a broker-dealer authorized to sell shares in the funds.
Investment minimum
Your initial investment must be for at least $1,000,000. There are
no minimum subsequent investment requirements.
The minimum initial investment is waived for:
Buying and Selling Institutional Class Shares | 51
- Shareholders with existing accounts prior to August 13, 2004 who
met the previous minimum investment eligibility requirement.
- Investment advisory affiliates of Deutsche Bank Securities, Inc.,
DWS funds or Deutsche funds purchasing shares for the accounts of
their investment advisory clients.
- Employee benefit plans with assets of at least $50 million.
- Clients of the private banking division of Deutsche Bank AG.
- Institutional clients and qualified purchasers that are clients
of a division of Deutsche Bank AG.
- A current or former director or trustee of the Deutsche or DWS
mutual funds.
- An employee, the employee's spouse or life partner and children
or stepchildren age 21 or younger of Deutsche Bank or its
affiliates or a subadvisor to any fund in the DWS family of funds
or a broker-dealer authorized to sell shares of the funds.
- DWS Dreman High Return Equity Fund and DWS Dreman Small Cap Value
Fund shareholders with existing Institutional Class accounts
prior to July 23, 2007 who purchased shares through certain
broker-dealers authorized to sell fund shares.
- Registered investment advisors who trade through platforms
approved by the Advisor and whose client assets in the fund in
the aggregate meet (or, in the Advisor's judgment, will meet
within a reasonable period of time) the $1,000,000 minimum
investment.
Each fund reserves the right to modify the above eligibility
requirements and investment minimum at any time.
How to contact the transfer agent
BY PHONE: (800) 730-1313
FIRST INVESTMENTS DWS Scudder Investments Service Company
BY MAIL: P.O. Box 219210
Kansas City, MO 64121-9210
ADDITIONAL DWS Scudder Investments Service Company
INVESTMENTS BY P.O. Box 219210
MAIL: Kansas City, MO 64121-9210
BY OVERNIGHT MAIL: DWS Scudder Investments Service Company
210 West 10th Street
Kansas City, MO 64105-1614
52 | Buying and Selling Institutional Class Shares
You can reach the automated information line, 24 hours a day,
7 days a week by calling (800) 621-1048.
How to open your fund account
MAIL: Complete and sign the account application that
accompanies this prospectus. (You may obtain
additional applications by calling the transfer agent.)
Mail the completed application along with a check
payable to the fund you have selected to the transfer
agent. Be sure to include the fund number. The
applicable addresses are shown under "How to
contact the transfer agent."
WIRE: Call the transfer agent to set up a wire account.
FUND NAME AND Please use the complete fund name. Refer to "The
FUND NUMBER: Fund's Main Investment Strategy" above for the fund
number.
Please note that your account cannot become activated until we
receive a completed account application.
How to BUY and SELL shares
MAIL:
BUYING: Send your check, payable to the fund you have selected, to
the transfer agent. Be sure to include the fund number and your
account number on your check. If you are investing in more than one
fund, make your check payable to "DWS Scudder" and include your
account number, the names and numbers of the funds you have
selected, and the dollar amount or percentage you would like
invested in each fund. Mailing addresses are shown under "How to
contact the transfer agent."
SELLING: Send a signed letter to the transfer agent with your name,
your fund number and account number, the fund's name, and either the
number of shares you wish to sell or the dollar amount you wish to
receive. See "Signature Guarantee" for any applicable additional
requirements. Unless exchanging into another DWS fund, you must
submit a written authorization to sell shares in a retirement
account.
Buying and Selling Institutional Class Shares | 53
WIRE:
BUYING: You may buy shares by wire only if your account is
authorized to do so. Please note that you or your financial advisor
must call Institutional Investment Services at (800) 730-1313 to
notify us in advance of a wire transfer purchase. After you inform
Institutional Investment Services of the amount of your purchase,
you will receive a trade confirmation number. Instruct your bank to
send payment by wire using the wire instructions noted below. All
wires must be received by 4:00 p.m. Eastern time the next business
day following your purchase. If your wire is not received by 4:00
p.m. Eastern time on the next business day after the fund receives
your request to purchase shares, your transaction will be canceled
at your expense and risk.
BANK NAME: State Street Bank Boston
ROUTING NO: 011000028
ATTN: DWS Scudder
DDA NO: 9903-5552
FBO: (Account name) (Account number)
CREDIT: (Fund name, Fund number and, if applicable, class
name) (see "How to open your fund account")
Refer to your account statement for the account name and number.
Wire transfers normally take two or more hours to complete. Wire
transfers may be restricted on holidays and at certain other times.
SELLING: You may sell shares by wire only if your account is
authorized to do so. You will be paid for redeemed shares by wire
transfer of funds to your financial advisor or bank upon receipt of
a duly authorized redemption request as promptly as feasible. For
your protection, you may not change the destination bank account
over the phone. To sell by wire, contact your financial advisor or
Institutional Investment Services at (800) 730-1313. After you
inform Institutional Investment Services of the amount of your
redemption, you will receive a trade confirmation number. The
minimum redemption by wire is $1,000. We must receive your order by
4:00 p.m. Eastern time to wire your account the next business day.
54 | Buying and Selling Institutional Class Shares
TELEPHONE TRANSACTIONS:
You may place orders to buy and sell over the phone by calling your
financial advisor or Institutional Investment Services at (800)
730-1313. If your shares are in an account with the transfer agent,
you may (1) redeem by check in an amount up to $100,000, or by wire
(minimum $1,000), or (2) exchange the shares for Institutional
shares of another DWS fund by calling the transfer agent.
You may make regular investments from a bank checking account. For
more information on setting up an automatic investment plan or
payroll investment plan, call Institutional Investment Services at
(800) 730-1313.
Financial intermediary support payments
The Advisor, DWS Scudder Distributors, Inc. (the "Distributor")
and/or their affiliates may pay additional compensation, out of
their own assets and not as an additional charge to each fund, to
selected affiliated and unaffiliated brokers, dealers, participating
insurance companies or other financial intermediaries ("financial
advisors") in connection with the sale and/or distribution of fund
shares or the retention and/or servicing of fund investors and fund
shares ("revenue sharing"). Such revenue sharing payments are in
addition to any distribution or service fees payable under any Rule
12b-1 or service plan of each fund, any record keeping/sub-transfer
agency/networking fees payable by each fund (generally through the
Distributor or an affiliate) and/or the Distributor to certain
financial advisors for performing such services and any sales
charge, commissions, non-cash compensation arrangements expressly
permitted under applicable rules of the Financial Industry
Regulatory Authority or other concessions described in the fee table
or elsewhere in this prospectus or the Statement of Additional
Information as payable to all financial advisors. For example, the
Advisor, the Distributor and/or their affiliates may compensate
financial advisors for providing a fund with "shelf space" or access
to a third party platform or fund offering list or other marketing
programs, including, without limitation, inclusion of the fund on
preferred or recommended sales lists, mutual fund "supermarket"
platforms and other formal sales programs; granting the Distributor
access to the financial
Buying and Selling Institutional Class Shares | 55
advisor's sales force; granting the Distributor access to the
financial advisor's conferences and meetings; assistance in training
and educating the financial advisor's personnel; and obtaining other
forms of marketing support.
The level of revenue sharing payments made to financial advisors may
be a fixed fee or based upon one or more of the following factors:
gross sales, current assets and/or number of accounts of each fund
attributable to the financial advisor, the particular fund or fund
type or other measures as agreed to by the Advisor, the Distributor
and/or their affiliates and the financial advisors or any
combination thereof. The amount of these revenue sharing payments is
determined at the discretion of the Advisor, the Distributor and/or
their affiliates from time to time, may be substantial, and may be
different for different financial advisors based on, for example,
the nature of the services provided by the financial advisor.
The Advisor, the Distributor and/or their affiliates currently make
revenue sharing payments from their own assets in connection with
the sale and/or distribution of DWS Fund shares or the retention
and/or servicing of investors and DWS Fund shares to financial
advisors in amounts that generally range from .01% up to .50% of
assets of each fund serviced and maintained by the financial
advisor, .10% to .25% of sales of each fund attributable to the
financial advisor, a flat fee of $12,500 up to $500,000, or any
combination thereof. These amounts are subject to change at the
discretion of the Advisor, the Distributor and/or their affiliates.
Receipt of, or the prospect of receiving, this additional
compensation may influence your financial advisor's recommendation
of each fund or of any particular share class of each fund. You
should review your financial advisor's compensation disclosure
and/or talk to your financial advisor to obtain more information on
how this compensation may have influenced your financial advisor's
recommendation of each fund. Additional information regarding these
revenue sharing payments is included in each fund's Statement of
Additional Information, which is available to you on request at no
charge (see the back cover of this prospectus for more information
on how to request a copy of the Statement of Additional
Information).
The Advisor, the Distributor and/or their affiliates may also make
such revenue sharing payments to financial advisors under the terms
discussed above in connection with the distribution of both DWS
funds and non-DWS funds by financial advisors to
56 | Buying and Selling Institutional Class Shares
retirement plans that obtain record keeping services from ADP, Inc.
on the DWS Scudder branded retirement plan platform (the "Platform")
with the level of revenue sharing payments being based upon sales of
both the DWS funds and the non-DWS funds by the financial advisor on
the Platform or current assets of both the DWS funds and the non-DWS
funds serviced and maintained by the financial advisor on the
Platform.
It is likely that broker-dealers that execute portfolio transactions
for each fund will include firms that also sell shares of the DWS
funds to their customers. However, the Advisor will not consider
sales of DWS fund shares as a factor in the selection of
broker-dealers to execute portfolio transactions for the DWS funds.
Accordingly, the Advisor has implemented policies and procedures
reasonably designed to prevent its traders from considering sales of
DWS fund shares as a factor in the selection of broker-dealers to
execute portfolio transactions for each fund. In addition, the
Advisor, the Distributor and/or their affiliates will not use fund
brokerage to pay for their obligation to provide additional
compensation to financial advisors as described above.
POLICIES YOU SHOULD KNOW ABOUT
Along with the information on the previous pages, the policies below
may affect you as a shareholder. Some of this information, such as
the section on distributions and taxes, applies to all investors,
including those investing through a financial advisor.
If you are investing through a financial advisor or through a
retirement plan, check the materials you received from them about
how to buy and sell shares because particular financial advisors or
other intermediaries may adopt policies, procedures or limitations
that are separate from those described by a fund. Please note that a
financial advisor may charge fees separate from those charged by a
fund and may be compensated by a fund.
Keep in mind that the information in this prospectus applies only to
the shares offered herein. Other share classes are described in
separate prospectuses and have different fees, requirements and
services.
Policies You Should Know About | 57
In order to reduce the amount of mail you receive and to help reduce
expenses, we generally send a single copy of any shareholder report
and prospectus to each household. If you do not want the mailing of
these documents to be combined with those for other members of your
household, please contact your financial advisor or call (800)
730-1313.
DWS DREMAN SMALL CAP VALUE FUND. Effective December 29, 2006, DWS
Dreman Small Cap Value Fund was closed to new investors except as
described below. Unless you fit into one of the investor eligibility
categories described below, you may not invest in the fund.
You may purchase fund shares through your existing fund account and
reinvest dividends and capital gains if, as of 4:00 p.m. Eastern
time December 29, 2006, you were:
- a current fund shareholder; or
- a participant in any group retirement, employee stock bonus,
pension or profit sharing plan that offers the fund as an
investment option.
New accounts may be opened for:
- transfers of shares from existing accounts in this fund
(including IRA rollovers);
- Officers, Trustees and Directors of the DWS Funds, and full-time
employees and their family members of DIMA and its affiliates;
- any group retirement, employee stock bonus, pension or profit
sharing plan using the Flex subaccount recordkeeping system made
available through ADP Inc. under an alliance with DWS Scudder
Distributors, Inc. ("DWS-SDI") ("Flex Plans");
- any group retirement, employee stock bonus, pension or profit
sharing plan, other than a Flex Plan, that includes the fund as
an investment option as of December 29, 2006;
- purchases through any comprehensive or "wrap" fee program or
other fee based program; or
- accounts managed by DIMA, any advisory products offered by DIMA
or DWS-SDI and the portfolios of DWS Allocation Series or other
fund of funds managed by DIMA or its affiliates.
58 | Policies You Should Know About
Except as otherwise noted, these restrictions apply to investments
made directly with DWS-SDI, the fund's principal underwriter or
through an intermediary relationship with a financial services firm
established with respect to the DWS Funds as of December 29, 2006.
Institutions that maintain omnibus account arrangements are not
allowed to open new sub-accounts for new investors, unless the
investor is one of the types listed above. Once an account is
closed, new investments will not be accepted unless you satisfy one
of the investor eligibility categories listed above.
Exchanges will not be permitted unless the exchange is being made
into an existing fund account.
DWS-SDI may, at its discretion, require appropriate documentation
that shows an investor is eligible to purchase fund shares.
The fund may resume sales of shares to additional investors at a
future date, but has no present intention to do so.
Policies about transactions
EACH FUND IS OPEN FOR BUSINESS each day the New York Stock Exchange
is open. Each fund calculates its share price for each class every
business day, as of the close of regular trading on the New York
Stock Exchange (typically 4:00 p.m. Eastern time, but sometimes
earlier, as in the case of scheduled half-day trading or unscheduled
suspensions of trading). You can place an order to buy or sell
shares at any time.
To help the government fight the funding of terrorism and money
laundering activities, federal law requires all financial
institutions to obtain, verify and record information that
identifies each person who opens an account. What this means to you:
When you open an account, we will ask for your name, address, date
of birth and other information that will allow us to identify you.
Some or all of this information will be used to verify the identity
of all persons opening an account.
We might request additional information about you (which may include
certain documents, such as articles of incorporation for companies)
to help us verify your identity and, in some cases, the information
and/or documents may be required to conduct the verification. The
information and documents will be used solely to verify your
identity.
Policies You Should Know About | 59
We will attempt to collect any missing required and requested
information by contacting you or your financial advisor. If we are
unable to obtain this information within the time frames established
by each fund, then we may reject your application and order.
Each fund will not invest your purchase until all required and
requested identification information has been provided and your
application has been submitted in "good order." After we receive all
the information, your application is deemed to be in good order and
we accept your purchase, you will receive the net asset value per
share next calculated.
If we are unable to verify your identity within time frames
established by each fund, after a reasonable effort to do so, you
will receive written notification.
With certain limited exceptions, only US residents may invest in
each fund.
Because orders placed through a financial advisor must be forwarded
to the transfer agent before they can be processed, you'll need to
allow extra time. Your financial advisor should be able to tell you
approximately when your order will be processed. It is the
responsibility of your financial advisor to forward your order to
the transfer agent in a timely manner.
SUB-MINIMUM BALANCES. Each fund may redeem your shares and close
your account on 60 days' notice if it fails to meet the minimum
account balance requirement of $1,000,000 ($250,000 for shareholders
with existing accounts prior to August 13, 2004) for any reason
other than a change in market value.
MARKET TIMING POLICIES AND PROCEDURES. Short-term and excessive
trading of fund shares may present risks to long-term shareholders,
including potential dilution in the value of fund shares,
interference with the efficient management of a fund's portfolio
(including losses on the sale of investments), taxable gains to
remaining shareholders and increased brokerage and administrative
costs. These risks may be more pronounced if a fund invests in
certain securities, such as those that trade in foreign markets, are
illiquid or do not otherwise have "readily available market
quotations." Certain investors may seek to employ short-term trading
strategies aimed at exploiting variations in portfolio valuation
that arise from the nature of the
60 | Policies You Should Know About
securities held by a fund (e.g., "time zone arbitrage"). Each fund
discourages short-term and excessive trading and has adopted
policies and procedures that are intended to detect and deter
short-term and excessive trading.
Pursuant to its policies, each fund will impose a 2% redemption fee
on fund shares held for less than a specified holding period
(subject to certain exceptions discussed below under "Redemption
fees"). Each fund also reserves the right to reject or cancel a
purchase or exchange order for any reason without prior notice. For
example, a fund may in its discretion reject or cancel a purchase or
an exchange order even if the transaction is not subject to the
specific roundtrip transaction limitation described below if the
Advisor believes that there appears to be a pattern of short-term or
excessive trading activity by a shareholder or deems any other
trading activity harmful or disruptive to a fund. Each fund, through
its Advisor and transfer agent, will measure short-term and
excessive trading by the number of roundtrip transactions within a
shareholder's account during a rolling 12-month period. A
"roundtrip" transaction is defined as any combination of purchase
and redemption activity (including exchanges) of the same fund's
shares. Each fund may take other trading activity into account if a
fund believes such activity is of an amount or frequency that may be
harmful to long-term shareholders or disruptive to portfolio
management.
Shareholders are limited to four roundtrip transactions in the same
DWS Fund (excluding money market funds) over a rolling 12-month
period. Shareholders with four or more roundtrip transactions in the
same DWS Fund within a rolling 12-month period generally will be
blocked from making additional purchases of, or exchanges into, that
DWS Fund. Each fund has sole discretion whether to remove a block
from a shareholder's account. The rights of a shareholder to redeem
shares of a DWS Fund are not affected by the four roundtrip
transaction limitation, but all redemptions remain subject to each
fund's redemption fee policy (see "Redemption fees" described
below).
Policies You Should Know About | 61
Each fund may make exceptions to the roundtrip transaction policy
for certain types of transactions if, in the opinion of the Advisor,
the transactions do not represent short-term or excessive trading or
are not abusive or harmful to a fund, such as, but not limited to,
systematic transactions, required minimum retirement distributions,
transactions initiated by a fund or administrator and transactions
by certain qualified fund-of-fund(s).
In certain circumstances where shareholders hold shares of a fund
through a financial intermediary, the fund may rely upon the
financial intermediary's policy to deter short-term or excessive
trading if the Advisor believes that the financial intermediary's
policy is reasonably designed to detect and deter transactions that
are not in the best interests of a fund. A financial intermediary's
policy relating to short-term or excessive trading may be more or
less restrictive than the DWS Funds' policy, may permit certain
transactions not permitted by the DWS Funds' policies, or prohibit
transactions not subject to the DWS Funds' policies.
The Advisor may also accept undertakings from a financial
intermediary to enforce short-term or excessive trading policies on
behalf of a fund that provide a substantially similar level of
protection for each fund against such transactions. For example,
certain financial intermediaries may have contractual, legal or
operational restrictions that prevent them from blocking an account.
In such instances, the financial intermediary may use alternate
techniques that the Advisor considers to be a reasonable substitute
for such a block.
In addition, if a fund invests some portion of its assets in foreign
securities, it has adopted certain fair valuation practices intended
to protect the fund from "time zone arbitrage" with respect to its
foreign securities holdings and other trading practices that seek to
exploit variations in portfolio valuation that arise from the nature
of the securities held by a fund. (See "How each fund calculates
share price.")
There is no assurance that these policies and procedures will be
effective in limiting short-term and excessive trading in all cases.
For example, the Advisor may not be able to effectively monitor,
detect or limit short-term or excessive trading by underlying
shareholders that occurs through omnibus accounts maintained by
broker-dealers or other financial intermediaries. The Advisor
62 | Policies You Should Know About
reviews trading activity at the omnibus level to detect short-term
or excessive trading. If the Advisor has reason to suspect that
short-term or excessive trading is occurring at the omnibus level,
the Advisor will contact the financial intermediary to request
underlying shareholder level activity. Depending on the amount of
fund shares held in such omnibus accounts (which may represent most
of a fund's shares) short-term and/or excessive trading of fund
shares could adversely affect long-term shareholders in a fund. If
short-term or excessive trading is identified, the Advisor will take
appropriate action.
Each fund's market timing policies and procedures may be modified or
terminated at any time.
REDEMPTION FEES. Each fund imposes a redemption fee of 2% of the
total redemption amount (calculated at net asset value) on all fund
shares redeemed or exchanged within 15 days of buying them (either
by purchase or exchange). The redemption fee is paid directly to
each fund and is designed to encourage long-term investment and to
offset transaction and other costs associated with short-term or
excessive trading. For purposes of determining whether the
redemption fee applies, shares held the longest time will be treated
as being redeemed first and shares held the shortest time will be
treated as being redeemed last.
The redemption fee is applicable to fund shares purchased either
directly or through a financial intermediary, such as a
broker-dealer. Transactions through financial intermediaries
typically are placed with a fund on an omnibus basis and include
both purchase and sale transactions placed on behalf of multiple
investors. These purchase and sale transactions are generally netted
against one another and placed on an aggregate basis; consequently
the identities of the individuals on whose behalf the transactions
are placed generally are not known to a fund. For this reason, each
fund has undertaken to notify financial intermediaries of their
obligation to assess the redemption fee on customer accounts and to
collect and remit the proceeds to each fund. However, due to
operational requirements, the intermediaries' methods for tracking
and calculating the fee may be inadequate or differ in some respects
from each fund's.
The redemption fee will not be charged in connection with the
following exchange or redemption transactions: (i) transactions on
behalf of participants in certain research wrap programs; (ii)
transactions on behalf of a shareholder to return any excess IRA
Policies You Should Know About | 63
contributions to the shareholder; (iii) transactions on behalf of a
shareholder to effect a required minimum distribution on an IRA;
(iv) transactions on behalf of any mutual fund advised by the
Advisor and its affiliates (e.g., "funds of funds") or, in the case
of a master/feeder relationship, redemptions by the feeder fund from
the master portfolio; (v) transactions on behalf of certain
unaffiliated mutual funds operating as funds of funds; (vi)
transactions following death or disability of any registered
shareholder, beneficial owner or grantor of a living trust with
respect to shares purchased before death or disability; (vii)
transactions involving hardship of any registered shareholder;
(viii) systematic transactions with pre-defined trade dates for
purchases, exchanges or redemptions, such as automatic account
rebalancing, or loan origination and repayments; (ix) transactions
involving shares purchased through the reinvestment of dividends or
other distributions; (x) transactions involving shares transferred
from another account in the same fund or converted from another
class of the same fund (the redemption fee period will carry over to
the acquired shares); (xi) transactions initiated by a fund or
administrator (e.g., redemptions for not meeting account minimums,
to pay account fees funded by share redemptions, or in the event of
the liquidation or merger of the fund); or (xii) transactions in
cases when there are legal or contractual limitations or
restrictions on the imposition of the redemption fee (as determined
by a fund or its agents in their sole discretion). It is
the policy of the DWS funds to permit approved fund platform
providers to execute transactions within the funds without the
imposition of a redemption fee if such providers have implemented
alternative measures that are determined by the Advisor to provide
controls on short-term and excessive trading that are comparable to
the DWS funds' policies.
THE AUTOMATED INFORMATION LINE IS AVAILABLE 24 HOURS A DAY BY
CALLING (800) 621-1048. You can use our automated phone services to
get information on DWS funds generally and on accounts held directly
at DWS Scudder.
QUICKBUY AND QUICKSELL let you set up a link between a DWS fund
account and a bank account. Once this link is in place, you can move
money between the two with a phone call. You'll need to make sure
your bank has Automated Clearing House (ACH) services. Transactions
take two to three days to be
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS
The DWS Scudder Web site can be a valuable resource for shareholders with
Internet access. Go to WWW.DWS-SCUDDER.COM to get up-to-date information, review
balances or even place orders for exchanges.
64 | Policies You Should Know About
completed and there is a $50 minimum and a $250,000 maximum. To set
up QuickBuy or QuickSell on a new account, see the account
application; to add it to an existing account, call (800) 730-1313.
TELEPHONE AND ELECTRONIC TRANSACTIONS. Generally, you are
automatically entitled to telephone and electronic transaction
privileges, but you may elect not to have them when you open your
account or by contacting Institutional Investment Services at (800)
730-1313 at a later date.
Since many transactions may be initiated by telephone or
electronically, it's important to understand that as long as we take
reasonable steps to ensure that an order to purchase or redeem
shares is genuine, such as recording calls or requesting
personalized security codes or other information, we are not
responsible for any losses that may occur as a result. For
transactions conducted over the Internet, we recommend the use of a
secure Internet browser. In addition, you should verify the accuracy
of your confirmation statements immediately after you receive them.
EACH FUND DOES NOT ISSUE SHARE CERTIFICATES. However, if you
currently have shares in certificated form, you must include the
share certificates properly endorsed or accompanied by a duly
executed stock power when exchanging or redeeming shares. You may
not exchange or redeem shares in certificate form by telephone or
via the Internet.
WHEN YOU ASK US TO SEND OR RECEIVE A WIRE, please note that while we
don't charge a fee to send or receive wires, it's possible that your
bank may do so. Wire transactions are generally completed within 24
hours. Each fund can only send wires of $1,000 or more and accept
wires of $50 or more.
EACH FUND ACCEPTS PAYMENT FOR SHARES ONLY IN US DOLLARS by check,
bank or Federal Funds wire transfer or by electronic bank transfer.
Please note that a fund does not accept cash, money orders,
traveler's checks, starter checks, third party checks (except checks
for retirement plan asset transfers and rollovers or for Uniform
Gifts to Minors Act/Uniform Transfers to Minors Act accounts),
checks drawn on foreign banks or checks issued by credit card
companies or Internet-based companies. Thus, subject to the
foregoing exceptions for certain third party checks, checks that are
otherwise permissible must be drawn by the account holder on a
domestic bank and must be payable to a fund.
Policies You Should Know About | 65
IF YOU PAY FOR SHARES BY CHECK and the check fails to clear, or if
you order shares by phone and fail to pay for them by 4:00 p.m.
Eastern time the next business day, we have the right to cancel your
order, hold you liable or charge you or your account for any losses
or fees the fund or its agents have incurred. To sell shares, you
must state whether you would like to receive the proceeds by wire or
check.
SIGNATURE GUARANTEE. When you want to sell more than $100,000 worth
of shares or send proceeds to a third party or to a new address,
you'll usually need to place your order in writing and include a
signature guarantee. However, if you want money wired to a bank
account that is already on file with us, you don't need a signature
guarantee. Also, generally you don't need a signature guarantee for
an exchange, although we may require one in certain other
circumstances.
A signature guarantee is simply a certification of your signature -
a valuable safeguard against fraud. You can get a signature
guarantee from an eligible guarantor institution, including
commercial banks, savings and loans, trust companies, credit unions,
member firms of a national stock exchange or any member or
participant of an approved signature guarantor program. Note that
you can't get a signature guarantee from a notary public and we must
be provided the original guarantee.
SELLING SHARES OF TRUST ACCOUNTS AND BUSINESS OR ORGANIZATION
ACCOUNTS may require additional documentation. Please call (800)
730-1313 or contact your financial advisor for more information.
MONEY FROM SHARES YOU SELL is normally sent out within one business
day of when your order is processed (not when it is received),
although it could be delayed for up to seven days. There are other
circumstances when it could be longer, including, but not limited
to, when you are selling shares you bought recently by check or ACH
(the funds will be placed under a 10 calendar day hold to ensure
good funds) or when unusual circumstances prompt the SEC to allow
further delays. Certain expedited redemption processes may also be
delayed when you are selling recently purchased shares or in the
event of closing of the Federal Reserve Bank's wire payment system.
In addition, each fund reserves the right to suspend or postpone
redemptions as permitted pursuant to Section 22(e) of the Investment
Company Act of 1940. Generally, those
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS
If you ever have difficulty placing an order by phone or Internet, you can send
us your order in writing.
66 | Policies You Should Know About
circumstances are when 1) the New York Stock Exchange is closed
other than customary weekend or holiday closings; 2) trading on the
New York Stock Exchange is restricted; 3) an emergency exists which
makes the disposal of securities owned by a fund or the fair
determination of the value of a fund's net assets not reasonably
practicable; or 4) the SEC, by order, permits the suspension of the
right of redemption. Redemption payments by wire may also be delayed
in the event of a non-routine closure of the Federal Reserve wire
payment system. For additional rights reserved by each fund, please
see "Other rights we reserve."
You may obtain additional information about other ways to sell your
shares by contacting your financial advisor.
ACCOUNT STATEMENTS. We or your financial advisor will generally
furnish you with a written confirmation of every transaction that
affects your account balance. You will also receive periodic
statements reflecting the balances in your account.
How each fund calculates share price
To calculate net asset value, or NAV, each share class uses the
following equation:
TOTAL ASSETS - TOTAL LIABILITIES
----------------------------------------- = NAV
TOTAL NUMBER OF SHARES OUTSTANDING
The price at which you buy and sell shares is the NAV.
EACH FUND CHARGES A REDEMPTION FEE EQUAL TO 2.00% of the value of
shares redeemed or exchanged within 15 days of purchase. Please see
"Policies about transactions - Redemption fees" for further
information.
WE TYPICALLY VALUE SECURITIES USING INFORMATION FURNISHED BY AN
INDEPENDENT PRICING SERVICE OR MARKET QUOTATIONS, WHERE APPROPRIATE.
However, we may use methods approved by a fund's Board, such as a
fair valuation model, which are intended to reflect fair value when
pricing service information or market quotations are not readily
available or when a security's value or a meaningful portion of the
value of a fund's portfolio is believed to have been materially
affected by a significant event, such as a natural disaster, an
economic event like a bankruptcy filing, or a substantial
fluctuation in domestic or foreign markets that has occurred between
the close of the exchange or market on which the security is
principally traded (for example, a foreign
Policies You Should Know About | 67
exchange or market) and the close of the New York Stock Exchange. In
such a case, a fund's value for a security is likely to be different
from the last quoted market price or pricing service information. In
addition, due to the subjective and variable nature of fair value
pricing, it is possible that the value determined for a particular
asset may be materially different from the value realized upon such
asset's sale. It is expected that the greater the percentage of fund
assets that is invested in non-US securities, the more extensive
will be a fund's use of fair value pricing. This is intended to
reduce a fund's exposure to "time zone arbitrage" and other harmful
trading practices. (See "Market timing policies and procedures.")
TO THE EXTENT THAT A FUND INVESTS IN SECURITIES THAT ARE TRADED
PRIMARILY IN FOREIGN MARKETS, the value of its holdings could change
at a time when you aren't able to buy or sell fund shares. This is
because some foreign markets are open on days or at times when a
fund doesn't price its shares. (Note that prices for securities that
trade on foreign exchanges can change significantly on days when the
New York Stock Exchange is closed and you cannot buy or sell fund
shares. Price changes in the securities a fund owns may ultimately
affect the price of fund shares the next time the NAV is
calculated.)
Other rights we reserve
You should be aware that we may do any of the following:
- withdraw or suspend the offering of shares at any time
- withhold a portion of your distributions and redemption proceeds
for federal income tax purposes if we have been notified by the
IRS that you are subject to backup withholding or if you fail to
provide us with a correct taxpayer ID number and certain
certifications including certification that you are not subject
to backup withholding
- reject a new account application if you don't provide any
required or requested identifying information, or for any other
reason
68 | Policies You Should Know About
- refuse, cancel, limit or rescind any purchase order, without
prior notice; freeze any account (meaning you will not be able to
purchase fund shares in your account); suspend account services;
and/or involuntarily redeem your account if we think that the
account is being used for fraudulent or illegal purposes; one or
more of these actions will be taken when, at our sole discretion,
they are deemed to be in a fund's best interests or when a fund is
requested or compelled to do so by governmental authority or by
applicable law
- close and liquidate your account if we are unable to verify your
identity, or for other reasons; if we decide to close your
account, your fund shares will be redeemed at the net asset value
per share next calculated after we determine to close your
account (less any applicable redemption fee); you may recognize a
gain or loss on the redemption of your fund shares and you may
incur a tax liability
- pay you for shares you sell by "redeeming in kind," that is, by
giving you securities (which typically will involve brokerage
costs for you to liquidate) rather than cash, but which will be
taxable to the same extent as a redemption for cash; a fund
generally won't make a redemption in kind unless your requests
over a 90-day period total more than $250,000 or 1% of the value
of a fund's net assets, whichever is less
- change, add or withdraw various services, fees and account
policies (for example, we may adjust a fund's investment minimums
at any time)
Policies You Should Know About | 69
UNDERSTANDING DISTRIBUTIONS AND TAXES
Each fund intends to distribute to its shareholders virtually all of
its net earnings. Each fund can earn money in two ways: by receiving
interest, dividends or other income from securities it holds and by
selling securities for more than it paid for them. (Each fund's
earnings are separate from any gains or losses stemming from your
own purchase and sale of shares.) Each fund may not always pay a
dividend or distribution for a given period.
DWS Large Cap Value Fund, DWS Dreman Concentrated Value Fund and DWS
Dreman High Return Equity Fund each intends to pay dividends to
shareholders quarterly. These funds also intend to pay distributions
annually in December. DWS Dreman Mid Cap Value Fund and DWS Dreman
Small Cap Value Fund each intends to pay dividends and distributions
to shareholders annually in December.
Dividends or distributions declared to shareholders of record in the
last quarter of a given calendar year are treated for federal income
tax purposes as if they were received on December 31 of that year,
provided such dividends or distributions are paid by the end of the
following January.
For federal income tax purposes, income and capital gains
distributions are generally taxable to shareholders. However,
dividends and distributions received by retirement plans qualifying
for tax exemption under federal income tax laws generally will not
be taxable.
YOU CAN CHOOSE HOW TO RECEIVE YOUR DIVIDENDS AND DISTRIBUTIONS. You
can have them all automatically reinvested in fund shares (at NAV),
all deposited directly to your bank account or all sent to you by
check, have one type reinvested and the other sent to you by check
or have them invested in a different fund. Tell us your preference
on your application. If you don't indicate a preference, your
dividends and distributions will all be reinvested in shares of the
fund without a sales charge (if applicable). Distributions are
treated the same for federal income tax purposes whether you receive
them in cash or reinvest them in additional shares. For
employer-sponsored qualified plans, and retirement plans,
reinvestment (at NAV) is the only option.
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS
Because each shareholder's tax situation is unique, ask your tax professional
about the tax consequences of your investments, including any state and local
tax consequences.
70 | Understanding Distributions and Taxes
BUYING, SELLING OR EXCHANGING FUND SHARES WILL USUALLY HAVE FEDERAL
INCOME TAX CONSEQUENCES FOR YOU (except in employer-sponsored
qualified plans, IRAs or other tax-advantaged accounts). Your sale
of shares may result in a capital gain or loss. The gain or loss
will be long-term or short-term depending on how long you owned the
shares that were sold. For federal income tax purposes, an exchange
is treated the same as a sale.
THE FEDERAL INCOME TAX STATUS of a fund's earnings you receive and
your own fund transactions generally depends on their type:
GENERALLY TAXED AT LONG-TERM GENERALLY TAXED AT ORDINARY
CAPITAL GAIN RATES: INCOME RATES:
DISTRIBUTIONS FROM A FUND
- - gains from the sale of - gains from the sale of
securities held (or treated as securities held by a fund for
held) by a fund for more than one year or less
one year - all other taxable income
- - qualified dividend income
TRANSACTIONS INVOLVING FUND
SHARES
- - gains from selling fund - gains from selling fund
shares held for more than shares held for one year or
one year less
ANY DIRECT INVESTMENTS IN FOREIGN SECURITIES BY A FUND MAY BE
SUBJECT TO FOREIGN WITHHOLDING TAXES. In that case, a fund's yield
on those securities would generally be decreased. Shareholders
generally will not be entitled to claim a credit or deduction with
respect to foreign taxes paid by the fund. In addition, any
investments in foreign securities or foreign currencies may increase
or accelerate a fund's recognition of ordinary income and may affect
the timing or amount of the fund's distributions. If you invest in a
fund through a taxable account, your after-tax return could be
negatively impacted.
To the extent that a fund invests in certain debt obligations or
certain other securities, investments in these obligations or
securities may cause a fund to recognize taxable income in excess of
the cash generated by such obligations. Thus, a fund could be
required at times to liquidate other investments in order to satisfy
its distribution requirements.
Understanding Distributions and Taxes | 71
For taxable years beginning before January 1, 2011, distributions to
individuals and other noncorporate shareholders of investment income
designated by a fund as derived from qualified dividend income are
eligible for taxation for federal income tax purposes at the more
favorable long-term capital gain rates. Qualified dividend income
generally includes dividends from domestic and some foreign
corporations. It does not include income from investments in debt
securities or, generally, from REITs. In addition, a fund must meet
certain holding period and other requirements with respect to the
dividend-paying stocks in its portfolio and the shareholder must
meet certain holding period and other requirements with respect to a
fund's shares for the lower tax rates to apply.
For taxable years beginning before January 1, 2011, the maximum
federal income tax rate imposed on long-term capital gains
recognized by individuals and other noncorporate shareholders has
been reduced to 15%. For taxable years beginning on or after January
1, 2011, the long-term capital gain rate is scheduled to return to
20%.
YOUR FUND WILL SEND YOU DETAILED FEDERAL INCOME TAX INFORMATION
EVERY JANUARY. These statements tell you the amount and the federal
income tax classification of any dividends or distributions you
received. They also have certain details on your purchases and sales
of shares.
IF YOU INVEST RIGHT BEFORE A FUND PAYS A DIVIDEND, you'll be getting
some of your investment back as a taxable dividend. You can avoid
this by investing after a fund declares a dividend. In
tax-advantaged retirement accounts you do not need to worry about
this.
CORPORATIONS are taxed at the same rates on ordinary income and
capital gains but may be eligible for a dividends-received deduction
for a portion of the income dividends they receive from a fund,
provided certain holding period and other requirements are met.
The above discussion summarizes certain federal income tax
consequences for shareholders who are US persons. If you are a
non-US person, please consult your own tax advisor with respect to
the US tax consequences to you of an investment in a fund. For more
information, see "Taxes" in the Statement of Additional Information.
72 | Understanding Distributions and Taxes
APPENDIX
- --------------------------------------------------------------------------------
Hypothetical Expense Summary
Using the annual fund operating expense ratios presented in the fee
tables in the fund prospectus, the Hypothetical Expense Summary
shows the estimated fees and expenses, in actual dollars, that would
be charged on a hypothetical investment of $10,000 in the fund held
for the next 10 years and the impact of such fees and expenses on
fund returns for each year and cumulatively, assuming a 5% return
for each year. The tables also assume that all dividends and
distributions are reinvested. The annual fund expense ratios shown
are net of any contractual fee waivers or expense reimbursements, if
any, for the period of the contractual commitment. The tables do not
reflect redemption fees, if any, which may be payable upon
redemption. If redemption fees were shown, the "Hypothetical
Year-End Balance After Fees and Expenses" amounts shown would be
lower and the "Annual Fees and Expenses" amounts shown would be
higher. Also, please note that if you are investing through a third
party provider, that provider may have fees and expenses separate
from those of the fund that are not reflected here. Mutual fund fees
and expenses fluctuate over time and actual expenses may be higher
or lower than those shown.
The Hypothetical Expense Summary should not be used or construed as
an offer to sell, a solicitation of an offer to buy or a
recommendation or endorsement of any specific mutual fund. You
should carefully review the fund's prospectus to consider the
investment objectives, risks, expenses and charges of the fund prior
to investing.
Appendix | 73
DWS Large Cap Value Fund - Institutional Class
MAXIMUM INITIAL HYPOTHETICAL ASSUMED RATE
SALES CHARGE: INVESTMENT: OF RETURN:
0.00% $10,000 5%
HYPOTHETICAL
CUMULATIVE ANNUAL CUMULATIVE YEAR-END
RETURN BEFORE FUND RETURN AFTER BALANCE AFTER ANNUAL FEES
FEES AND EXPENSE FEES AND FEES AND AND
YEAR EXPENSES RATIOS EXPENSES EXPENSES EXPENSES
1 5.00% 0.58% 4.42% $ 10,442.00 $ 59.28
2 10.25% 0.58% 9.04% $ 10,903.54 $ 61.90
3 15.76% 0.58% 13.85% $ 11,385.47 $ 64.64
4 21.55% 0.58% 18.89% $ 11,888.71 $ 67.50
5 27.63% 0.58% 24.14% $ 12,414.19 $ 70.48
6 34.01% 0.58% 29.63% $12,962,90 $ 73.59
7 40.71% 0.58% 35.36% $ 13,535.86 $ 76.85
8 47.75% 0.58% 41.34% $ 14,134.14 $ 80.24
9 55.13% 0.58% 47.59% $ 14,758.87 $ 83.79
10 62.89% 0.58% 54.11% $ 15,411.22 $ 87.49
TOTAL $ 725.76
DWS Dreman Concentrated Value Fund - Institutional Class
MAXIMUM INITIAL HYPOTHETICAL ASSUMED RATE
SALES CHARGE: INVESTMENT: OF RETURN:
0.00% $10,000 5%
HYPOTHETICAL
CUMULATIVE ANNUAL CUMULATIVE YEAR-END
RETURN BEFORE FUND RETURN AFTER BALANCE AFTER ANNUAL
FEES AND EXPENSE FEES AND FEES AND FEES AND
YEAR EXPENSES RATIOS EXPENSES EXPENSES EXPENSES
1 5.00% 1.06% 3.94% $ 10,394.00 $ 108.09
2 10.25% 1.23% 7.86% $ 10,785.85 $ 130.26
3 15.76% 1.23% 11.92% $ 11,192.48 $ 135.17
4 21.55% 1.23% 16.14% $ 11,614.44 $ 140.26
5 27.63% 1.23% 20.52% $ 12,052.30 $ 145.55
6 34.01% 1.23% 25.07% $ 12,506.67 $ 151.04
7 40.71% 1.23% 29.78% $ 12,978.17 $ 156.73
8 47.75% 1.23% 34.67% $ 13,467.45 $ 162.64
9 55.13% 1.23% 39.75% $ 13,975.17 $ 168.77
10 62.89% 1.23% 45.02% $ 14,502.04 $ 175.13
TOTAL $ 1,473.64
74 | Appendix
DWS Dreman High Return Equity Fund - Institutional Class
MAXIMUM INITIAL HYPOTHETICAL ASSUMED RATE
SALES CHARGE: INVESTMENT: OF RETURN:
0.00% $10,000 5%
HYPOTHETICAL
CUMULATIVE ANNUAL CUMULATIVE YEAR-END
RETURN BEFORE FUND RETURN AFTER BALANCE AFTER ANNUAL FEES
FEES AND EXPENSE FEES AND FEES AND AND
YEAR EXPENSES RATIOS EXPENSES EXPENSES EXPENSES
1 5.00% 0.79% 4.21% $ 10,421.00 $ 80.66
2 10.25% 0.79% 8.60% $ 10,859.72 $ 84.06
3 15.76% 0.79% 13.17% $ 11,316.92 $ 87.60
4 21.55% 0.79% 17.93% $ 11,793.36 $ 91.29
5 27.63% 0.79% 22.90% $ 12,289.86 $ 95.13
6 34.01% 0.79% 28.07% $ 12,807.26 $ 99.13
7 40.71% 0.79% 33.46% $ 13,346.45 $ 103.31
8 47.75% 0.79% 39.08% $ 13,908.34 $ 107.66
9 55.13% 0.79% 44.94% $ 14,493.88 $ 112.19
10 62.89% 0.79% 51.04% $ 15,104.07 $ 116.91
TOTAL $ 977.94
DWS Mid Cap Value Fund - Institutional Class
MAXIMUM INITIAL HYPOTHETICAL ASSUMED RATE
SALES CHARGE: INVESTMENT: OF RETURN:
0.00% $10,000 5%
HYPOTHETICAL
CUMULATIVE ANNUAL CUMULATIVE YEAR-END
RETURN BEFORE FUND RETURN AFTER BALANCE AFTER ANNUAL
FEES AND EXPENSE FEES AND FEES AND FEES AND
YEAR EXPENSES RATIOS EXPENSES EXPENSES EXPENSES
1 5.00% 1.00% 4.00% $ 10,400.00 $ 102.00
2 10.25% 1.22% 7.93% $ 10,793.12 $ 129.28
3 15.76% 1.22% 12.01% $ 11,201.10 $ 134.16
4 21.55% 1.22% 16.25% $ 11,624.50 $ 139.24
5 27.63% 1.22% 20.64% $ 12,063.91 $ 144.50
6 34.01% 1.22% 25.20% $ 12,519.92 $ 149.96
7 40.71% 1.22% 29.93% $ 12,993.18 $ 155.63
8 47.75% 1.22% 34.84% $ 13,484.32 $ 161.51
9 55.13% 1.22% 39.94% $ 13,994.03 $ 167.62
10 62.89% 1.22% 45.23% $ 14,523.00 $ 173.95
TOTAL $ 1,457.85
Appendix | 75
DWS Small Cap Value Fund - Institutional Class
MAXIMUM INITIAL HYPOTHETICAL ASSUMED RATE
SALES CHARGE: INVESTMENT: OF RETURN:
0.00% $10,000 5%
HYPOTHETICAL
CUMULATIVE ANNUAL CUMULATIVE YEAR-END
RETURN BEFORE FUND RETURN AFTER BALANCE AFTER ANNUAL FEES
FEES AND EXPENSE FEES AND FEES AND AND
YEAR EXPENSES RATIOS EXPENSES EXPENSES EXPENSES
1 5.00% 0.87% 4.13% $ 10,413.00 $ 88.80
2 10.25% 0.87% 8.43% $ 10,843.06 $ 92.46
3 15.76% 0.87% 12.91% $ 11,290.88 $ 96.28
4 21.55% 0.87% 17.57% $ 11,757.19 $ 100.26
5 27.63% 0.87% 22.43% $ 12,242.76 $ 104.40
6 34.01% 0.87% 27.48% $ 12,748.39 $ 108.71
7 40.71% 0.87% 32.75% $ 13,274.89 $ 113.20
8 47.75% 0.87% 38.23% $ 13,823.15 $ 117.88
9 55.13% 0.87% 43.94% $ 14,394.04 $ 122.74
10 62.89% 0.87% 49.89% $ 14,988.52 $ 127.81
TOTAL $ 1,072.54
76 | Appendix
TO GET MORE INFORMATION
SHAREHOLDER REPORTS - These include commentary from a fund's management team
about recent market conditions and the effects of a fund's strategies on its
performance. They also have detailed performance figures, a list of everything
a fund owns, and its financial statements. Shareholders get these reports
automatically.
STATEMENT OF ADDITIONAL INFORMATION (SAI) - This tells you more about a fund's
features and policies, including additional risk information. The SAI is
incorporated by reference into this document (meaning that it's legally part of
this prospectus).
For a free copy of any of these documents or to request other information about
a fund, call (800) 730-1313, or contact DWS Scudder at the address listed
below. Each fund's SAI and shareholder reports are also available through the
DWS Scudder Web site at www.dws-scudder.com. These documents and other
information about each fund are available from the EDGAR Database on the SEC's
Internet site at www.sec.gov. If you like, you may obtain copies of this
information, after paying a copying fee, by e-mailing a request to
publicinfo@sec.gov or by writing the SEC at the address listed below. You can
also review and copy these documents and other information about each fund,
including each fund's SAI, at the SEC's Public Reference Room in Washington,
D.C. Information on the operation of the SEC's Public Reference Room may be
obtained by calling (800) SEC-0330.
DWS SCUDDER SEC DISTRIBUTOR
- --------------------- -------------------- -------------------------------
PO Box 219210 100 F Street, N.E. DWS Scudder Distributors, Inc.
Kansas City, MO Washington, D.C. 222 South Riverside Plaza
64121-9210 20549-0102 Chicago, IL 60606-5808
WWW.DWS-SCUDDER.COM WWW.SEC.GOV (800) 621-1148
(800) 730-1313 (800) SEC-0330
SEC FILE NUMBER:
DWS Value Series, Inc. DWS Large Cap Value Fund 811-5385
DWS Value Series, Inc. DWS Dreman Concentrated Value Fund 811-5385
DWS Value Series, Inc. DWS Dreman High Return Equity Fund 811-5385
DWS Value Series, Inc. DWS Dreman Mid Cap Value Fund 811-5385
DWS Value Series, Inc. DWS Dreman Small Cap Value Fund 811-5385
(03/01/08) DVF1-1-IN
[RECYCLE GRAPHIC APPEARS HERE]
[Logo]DWS
SCUDDER
Deutsche Bank Group
SUPPLEMENT TO THE CURRENTLY EFFECTIVE PROSPECTUSES OF EACH OF THE LISTED
FUNDS/PORTFOLIOS:
----------------------
Cash Account Trust:
Government & Agency Securities Portfolio
Money Market Portfolio
Tax-Exempt Portfolio
Cash Management Fund Institutional
Cash Reserve Fund, Inc.:
Prime Series
Cash Reserves Fund Institutional
DWS Alternative Asset Allocation Plus Fund
DWS Balanced Fund
DWS Blue Chip Fund
DWS California Tax-Free Income Fund
DWS Capital Growth Fund
DWS Climate Change Fund
DWS Commodity Securities Fund
DWS Communications Fund
DWS Core Fixed Income Fund
DWS Core Plus Allocation Fund
DWS Core Plus Income Fund
DWS Disciplined Long/Short Growth Fund
DWS Disciplined Long/Short Value Fund
DWS Disciplined Market Neutral Fund
DWS Dreman Concentrated Value Fund
DWS Dreman High Return Equity Fund
DWS Dreman Mid Cap Value Fund
DWS Dreman Small Cap Value Fund
DWS EAFE(R) Equity Index Fund
DWS Emerging Markets Equity Fund
DWS Emerging Markets Fixed Income Fund
DWS Enhanced S&P 500 Index Fund
DWS Equity 500 Index Fund
DWS Equity Income Fund
DWS Equity Partners Fund
DWS Europe Equity Fund
DWS Floating Rate Plus Fund
DWS Global Bond Fund
DWS Global Opportunities Fund
DWS Global Thematic Fund
DWS GNMA Fund
DWS Gold & Precious Metals Fund
DWS Growth & Income Fund
DWS Health Care Fund
DWS High Income Fund
DWS High Income Plus Fund
DWS Inflation Protected Plus Fund
DWS Intermediate Tax/AMT Free Fund
DWS International Fund
DWS International Select Equity Fund
DWS International Value Opportunities
Fund
DWS Japan Equity Fund
DWS Large Cap Value Fund
DWS Large Company Growth Fund
DWS Latin America Equity Fund
DWS LifeCompass 2015 Fund
DWS LifeCompass 2020 Fund
DWS LifeCompass 2030 Fund
DWS LifeCompass 2040 Fund
DWS LifeCompass Income Fund
DWS LifeCompass Protect Fund
DWS LifeCompass Retirement Fund
DWS Lifecycle Long Range Fund
DWS Managed Municipal Bond Fund
DWS Massachusetts Tax-Free Fund
DWS Micro Cap Fund
DWS Mid Cap Growth Fund
DWS Money Market Prime Series
DWS Money Market Series
DWS New York Tax-Free Income Fund
DWS RREEF Global Infrastructure Fund
DWS RREEF Global Real Estate Securities
Fund
DWS RREEF Real Estate Securities Fund
DWS S&P 500 Index Fund
DWS Short Duration Fund
DWS Short Duration Plus Fund
DWS Short-Term Municipal Bond Fund
DWS Small Cap Core Fund
DWS Small Cap Growth Fund
DWS Small Cap Value Fund
DWS Strategic Government Securities Fund
DWS Strategic High Yield Tax Free Fund
DWS Strategic Income Fund
DWS Target 2010 Fund
DWS Target 2011 Fund
DWS Target 2012 Fund
DWS Target 2013 Fund
DWS Target 2014 Fund
DWS Technology Fund
DWS U.S. Bond Index Fund
DWS Value Builder Fund
Investors Cash Trust:
Treasury Portfolio
NY Tax Free Money Fund
Tax-Exempt California Money Market Fund
Tax Free Money Fund Investment
- --------------------------------------------------------------------------------
On or about July 25, 2008, the following information replaces similar disclosure
under "Policies about transactions" in the "Policies You Should Know About"
section of each fund's/portfolio's prospectuses:
Each fund/portfolio accepts payment for shares only in US dollars by check drawn
on a US bank, bank or Federal Funds wire transfer or by electronic bank
transfer. Please note that a fund/portfolio does not accept payment in the
following forms: cash, money orders, traveler's checks, starter checks, checks
drawn on foreign banks or checks issued by credit card companies or
Internet-based companies. In addition, a fund/portfolio generally does not
accept third party checks. A third party check is any check not made payable
directly to DWS Investments, except for any check payable to you from one of
your other DWS accounts. Under certain circumstances, a fund/portfolio may
accept a third party check (i) for retirement plan contributions, asset
transfers and rollovers, (ii) as contributions into Uniform Gift to Minors
Act/Uniform Transfers to Minors Act accounts, (iii) payable from acceptable US
and state government agencies, and (iv) from other DWS funds (such as a
redemption or dividend check) for investment only in a similarly registered
account. Subject to the foregoing, checks should normally be payable to DWS
Investments and drawn by you or a financial institution on your behalf with your
name or account number included with the check.
Please Retain This Supplement for Future Reference
July 25, 2008
DMF-3671
[DWS INVESTMENTS LOGO]
Deutsche Bank Group
SUPPLEMENT TO THE CURRENTLY EFFECTIVE
PROSPECTUSES
-----------------
DWS Equity Partners Fund
The Board of each fund noted below has given preliminary approval to a proposal
by Deutsche Investment Management Americas Inc. ("DIMA"), the advisor of each
such fund, to effect the following fund merger:
- --------------------------------------------------------------------------------
Acquired Fund Acquiring Fund
- --------------------------------------------------------------------------------
DWS Equity Partners Fund DWS Large Cap Value Fund
- --------------------------------------------------------------------------------
Completion of this merger is subject to, among other things: (i) final approval
by the Board of each fund, and (ii) approval by shareholders of the Acquired
Fund. Prior to the shareholder meeting, shareholders of record on the record
date of the Acquired Fund will receive (i) a Proxy Statement/Prospectus
describing in detail the proposed merger and the Board's considerations in
recommending that shareholders approve the merger, (ii) a proxy card and
instructions on how to submit a vote, and (iii) a Prospectus for the Acquiring
Fund.
If the proposed merger is approved by shareholders, the Acquired Fund will be
closed to new investors except as described below. Unless you fit into one of
the investor eligibility categories described below, you may not invest in the
fund following shareholder approval of the merger.
You may continue to purchase fund shares following shareholder approval through
your existing fund account and reinvest dividends and capital gains if, as of
4:00 p.m. Eastern time on the shareholder meeting date, or such later date as
shareholder approval may occur, you are:
o a current fund shareholder; or
o a participant in any group retirement, employee stock bonus, pension or
profit sharing plan that offers the fund as an investment option.
[DWS Scudder Logo]
Deutsche Bank Group
June 3, 2008
DEPF-3601
New accounts may be opened for:
o transfers of shares from existing accounts in this fund (including IRA
rollovers);
o officers, Trustees and Directors of the DWS Funds, and full-time employees
and their family members of DIMA and its affiliates;
o any group retirement, employee stock bonus, pension or profit sharing plan
using the Flex subaccount recordkeeping system made available through ADP
Inc. under an alliance with DWS Scudder Distributors, Inc. ("DWS-SDI")
("Flex Plans");
o any group retirement, employee stock bonus, pension or profit sharing plan,
other than a Flex Plan, that includes the fund as an investment option as
of the shareholder meeting date;
o purchases through any comprehensive or "wrap" fee program or other fee
based program; or
o accounts managed by DIMA, any advisory products offered by DIMA or DWS-SDI
and for the Portfolios of DWS Allocation Series or other fund of funds
managed by DIMA or its affiliates.
Except as otherwise noted, these restrictions apply to investments made directly
with DWS-SDI, the fund's principal underwriter, or through an intermediary
relationship with a financial services firm established with respect to the DWS
Funds as of the shareholder meeting date. Institutions that maintain omnibus
account arrangements are not allowed to open new sub-accounts for new investors,
unless the investor is one of the types listed above. Once an account is closed,
new investments will not be accepted unless you satisfy one of the investor
eligibility categories listed above.
Exchanges into the Acquired Fund will not be permitted unless the exchange is
being made into an existing fund account.
DWS-SDI may, at its discretion, require appropriate documentation that shows an
investor is eligible to purchase Acquired Fund shares.
Please Retain This Supplement for Future Reference
June 3, 2008
DEPF-3601
2
SUPPLEMENT TO THE CURRENTLY EFFECTIVE PROSPECTUSES OF EACH LISTED FUND:
-----------------
DWS Communications Fund
DWS Equity Partners Fund
Each fund's Board has approved the termination of Alex. Brown Investment
Management ("ABIM") as each fund's subadvisor. Effective March 15, 2008,
Deutsche Investment Management Americas Inc. (the "Advisor") will assume all
day-to-day responsibilities that were previously delegated to ABIM.
The following information supplements "The Fund's Main Investment Strategy"
section of each fund's prospectuses:
Other Investments. The fund is permitted, but not required, to use various types
of derivatives (contracts whose value is based on, for example, indices,
currencies or securities). Derivatives may be used for hedging and for risk
management or for non-hedging purposes to seek to enhance potential gains. The
fund may use derivatives in circumstances where portfolio management believes
they offer an economical means of gaining exposure to a particular asset class
or to keep cash on hand to meet shareholder redemptions or other needs while
maintaining exposure to the market. In particular, the fund may use futures and
options. To the extent the fund invests in foreign securities, the fund may
enter into forward currency exchange contracts and buy and sell currency options
to hedge against currency exchange rate fluctuations.
[DWS SCUDDER LOGO]
Deutsche Bank Group
March 7, 2008
DMF-3664
The following information supplements "The Main Risks of Investing in the Fund"
section of each fund's prospectuses:
Derivatives Risk. Risks associated with derivatives include the risk that the
derivative is not well correlated with the security, index or currency to which
it relates; the risk that derivatives may result in losses or missed
opportunities; the risk that the fund will be unable to sell the derivative
because of an illiquid secondary market; the risk that a counterparty is
unwilling or unable to meet its obligation; and the risk that the derivative
transaction could expose the fund to the effects of leverage, which could
increase the fund's exposure to the market and magnify potential losses. There
is no guarantee that derivatives, to the extent employed, will have the intended
effect, and their use could cause lower returns or even losses to the fund. The
use of derivatives by the fund to hedge risk may reduce the opportunity for gain
by offsetting the positive effect of favorable price movements.
The following information revises "The Fund's Main Investment Strategy" and "The
Main Risks of Investing in the Fund" sections of each fund's prospectuses.
Where applicable all references to "Advisors" are replaced with "Advisor."
2
March 7, 2008
DMF-3664
The following information replaces similar disclosure in "The Fund's Performance
History" section of DWS Communications Fund's Class A, B, and C prospectus.
DWS Communications Fund
Average Annual Total Returns (%) as of 12/31/2007 (Fund returns include the
effects of maximum sales loads.)
- --------------------------------------------------------------------------------
1 Year 5 Years 10 Years
- --------------------------------------------------------------------------------
Class A
- --------------------------------------------------------------------------------
Return before Taxes -6.23 14.21 3.91
- --------------------------------------------------------------------------------
Return after Taxes on -6.23 14.21 3.33
Distributions
- --------------------------------------------------------------------------------
Return after Taxes on -4.05* 12.50 3.36*
Distributions and Sale of Fund
Shares
- --------------------------------------------------------------------------------
Class B (Return before Taxes) -4.26 14.44 3.67
- --------------------------------------------------------------------------------
Class C (Return before Taxes) -1.29 14.56 3.68
- --------------------------------------------------------------------------------
MSCI World Index (reflects no 9.04 16.96 7.00
deductions for fees, expenses or
taxes)
- --------------------------------------------------------------------------------
MSCI World Telecom Services Index 22.28 17.02 n/a**
(reflects no deductions for fees,
expenses or taxes)
- --------------------------------------------------------------------------------
S&P 500 Index (reflects no 5.49 12.83 5.91
deductions for fees, expenses or
taxes)
- --------------------------------------------------------------------------------
MSCI World Index is an unmanaged capitalization-weighted measure of stock
markets around the world, including North America, Europe, Australia and Asia.
MSCI World Telecom Services Index is an unmanaged index that tracks telecom
securities from around the world.
Standard & Poor's 500 Index (S&P 500) is a capitalization-weighted index of 500
stocks. The index is designed to measure performance of the broad domestic
economy through changes in the aggregate market value of 500 stocks
representing all major industries.
Total returns would have been lower if operating expenses hadn't been reduced.
On March 13, 2008, the MSCI World Index will replace the S&P 500 as the fund's
primary benchmark index because the advisor believes that it more accurately
reflects the fund's investment strategy.
* Return after Taxes on Distributions and Sale of Fund Shares is higher than
other return figures for the same period due to a capital loss occurring
upon redemption resulting in an assumed tax deduction for the shareholder.
** Index began on 12/31/1998.
- --------------------------------------------------------------------------------
Current performance may be higher or lower than the performance data quoted
above. For more recent performance information, call your financial advisor or
(800) 621-1048 or visit our Web site at www.dws-scudder.com.
March 7, 2008
DMF-3664
3
The following information replaces similar disclosure in "The Fund's Performance
History" section of DWS Communications Fund's Institutional Class prospectus.
DWS Communications Fund
Annual Total Returns (%) as of 12/31/2007
- --------------------------------------------------------------------------------
1 Year 5 Years Since Inception*
- --------------------------------------------------------------------------------
Institutional Class
- --------------------------------------------------------------------------------
Return before Taxes -0.21 15.93 3.00
- --------------------------------------------------------------------------------
Return after Taxes on Distributions -0.21 15.93 2.40
- --------------------------------------------------------------------------------
Return after Taxes on Distributions -0.14** 14.05 2.54**
and Sale of Fund Shares
- --------------------------------------------------------------------------------
MSCI World Index (reflects no 9.04 16.96 5.86
deductions for fees, expenses or taxes)
- --------------------------------------------------------------------------------
MSCI World Telecom Services Index 22.28 17.02 n/a***
(reflects no deductions for fees,
expenses or taxes)
- --------------------------------------------------------------------------------
S&P 500 Index (reflects no deductions 5.49 12.83 4.82
for fees, expenses or taxes)
- --------------------------------------------------------------------------------
Standard & Poor's 500 Index (S&P 500) is a capitalization-weighted index of 500
stocks. The index is designed to measure performance of the broad domestic
economy through changes in the aggregate market value of 500 stocks
representing all major industries.
On March 13, 2008, the MSCI World Index will replace the S&P 500 as the fund's
primary benchmark index because the advisor believes that it more accurately
reflects the fund's investment strategy.
* Since June 4, 1998. Index comparison begins on May 31, 1998.
** Return after Taxes on Distributions and Sale of Fund Shares is higher than
other return figures for the same period due to a capital loss occurring
upon redemption resulting in an assumed tax deduction for the shareholder.
*** Index began on 12/31/1998.
- --------------------------------------------------------------------------------
Current performance may be higher or lower than the performance data quoted
above. For more recent performance information, call your financial advisor or
(800) 621-1048 or visit our Web site at www.dws-scudder.com.
4
March 7, 2008
DMF-3664
The following information revises the "Who Manages and Oversees the Fund"
section of each fund's prospectuses. The subadvisor relationship with ABIM has
been terminated; all references to ABIM are not applicable. The Advisor has
assumed all day-to day responsibilities previously performed by ABIM.
The following information replaces similar disclosure in the "Portfolio
management" section of DWS Communications Fund's prospectuses:
The following person handles the day-to-day management of the fund.
Ralf Oberbannscheidt
Lead Portfolio Manager and Director of o Previous positions include
Deutsche Asset Management. portfolio management at SEB
o Lead Portfolio Manager for The Enskilda, Luxembourg and various
European Equity Fund, Inc., The New roles at Dresdner Bank AG,
Germany Fund, Inc. and The Central Germany.
Europe and Russia Fund, Inc. o Masters Degree in International
o Co-lead portfolio manager for Business and Emerging Markets,
Global Agribusiness Fund and global University of Trier, Germany/
equity analyst for Technology and University of Stirling,
Telecoms sectors and Global Scotland; Masters in
(Telecom) sector coordinator: New International Finance, Monterey
York. Institute of International
o Joined Deutsche Asset Management in Studies.
1999, having served as senior
portfolio manager for Global
Equities and Global Sector head for
Telecommunication.
5
March 7, 2008
DMF-3664
The following information replaces similar disclosure in the "Portfolio
management" section of DWS Equity Partners Fund's prospectuses:
The following persons handle the day-to-day management of the fund.
David F. Hone, CFA Thomas Schuessler, PhD
Director of Deutsche Asset Management Director of Deutsche Asset
and Lead Portfolio Manager of the Management and consultant to the
fund. fund.
o Large-Cap Value portfolio manager o Portfolio Manager, Value Equity,
since 2001; lead portfolio manager including US Large Cap Value:
for US Equity Income Fund strategy Frankfurt. Joined Deutsche Asset
since 2003: New York. Management in 1996; moved to DWS
o Joined Deutsche Asset Management in 2001, initially responsible
in 1996; has served Deutsche Asset for technology.
Management as an analyst for o Prior bank experience includes
sectors including consumer Executive Assistant to Dr. Josef
cyclical, consumer staples and Ackermann, CEO of Deutsche Bank,
financials, after 8 years and, from 1996 to 1999,
of experience as an analyst at information technology project
Chubb & Son. manager.
o BA from Villanova University. o PhD, University of Heidelberg,
studies in physics and economics
at University of Heidelberg and
University of Utah.
Please Retain This Supplement for Future Reference
6
March 7, 2008
DMF-3664
- --------------------------------------------------------------------------------
OCTOBER 1, 2007
PROSPECTUS
------------------
CLASSES A, B AND C
- --------------------------------------------------------------------------------
DWS EQUITY PARTNERS FUND
As with all mutual funds, the Securities and Exchange Commission (SEC) does not
approve or disapprove these shares or determine whether the information in this
prospectus is truthful or complete. It is a criminal offense for anyone to
inform you otherwise.
[DWS SCUDDER LOGO GRAPHIC APPEARS HERE]
- --------------------------------------------------------------------------------
CONTENTS
- --------------------------------------------------------------------------------
HOW THE FUND WORKS
4 The Fund's Main Investment
Strategy
5 The Main Risks of Investing in
the Fund
7 The Fund's Performance
History
9 How Much Investors Pay
11 Other Policies and Risks
12 Who Manages and Oversees
the Fund
15 Financial Highlights
HOW TO INVEST IN THE FUND
19 Choosing a Share Class
25 How to Buy Class A, B and C
Shares
26 How to Exchange or Sell
Class A, B and C Shares
29 Policies You Should Know
About
42 Understanding Distributions
and Taxes
46 Appendix
HOW THE FUND WORKS
On the next few pages, you'll find information about the fund's investment
goal, the main strategies it uses to pursue that goal and the main risks that
could affect performance.
Whether you are considering investing in the fund or are already a shareholder,
you'll want to LOOK THIS INFORMATION OVER CAREFULLY. You may want to keep it on
hand for reference as well.
CLASSES A, B AND C shares are generally intended for investors seeking the
advice and assistance of a financial advisor.
Remember that mutual funds are investments, not bank deposits. They're not
insured or guaranteed by the FDIC or any other government agency. Their share
prices will go up and down, and you could lose money by investing in them.
You can find DWS prospectuses on the Internet at WWW.DWS-SCUDDER.COM (the Web
site does not form a part of this prospectus).
- --------------------------------------------------------------------------------
Class A Class B Class C
ticker symbol FLEPX FEPBX FEPCX
fund number 409 609 709
DWS EQUITY PARTNERS FUND
- --------------------------------------------------------------------------------
THE FUND'S MAIN INVESTMENT STRATEGY
The fund seeks to achieve long-term growth of capital and,
secondarily, current income.
The fund seeks to achieve its objectives by investing primarily in
a diversified portfolio of common stocks. Under normal
circumstances, the fund will invest at least 80% of its assets,
valued at the time the security is purchased, in a diversified
portfolio of common stocks.
INVESTMENT PROCESS. The fund's investment advisor and subadvisor
(collectively, for purposes of "The Fund's Main Investment
Strategy," the "Advisors") follow an investment philosophy referred
to as "flexible value." They try to find common stocks that they
believe are undervalued in the marketplace based on such
characteristics as earnings, dividends, cash flow, or asset values.
In evaluating a stock's potential, they also consider other factors
such as historical earnings growth, industry position, the strength
of management and management's commitment to the interests of their
shareholders. The Advisors' strategy gives them the flexibility to
purchase traditional value stocks as well as the stocks of high
growth rate companies. While the fund does not limit its
investments to issuers in a particular capitalization range, the
Advisors currently focus on securities of larger companies. They
look for attractive price-to-value relationships in undervalued
stocks of strong companies with good management. The emphasis is on
individual stock selection, fundamental research, and valuation
flexibility, without rigid constraints.
The Advisors' investment process involves eliminating investments
in companies in which the Advisors' confidence has waned and adding
investments in which their confidence is high. The Advisors try to
avoid selling long-term holdings simply because the holdings have
gone up significantly and buying weaker companies simply because
their stocks have
4 | DWS Equity Partners Fund
lagged. The Advisors' experience over the years has been that,
despite various market levels, there are generally always good
values to take advantage of by using extensive research and
independent thinking.
SECURITIES LENDING. The fund may lend its investment securities in
an amount up to 33 1/3% of its total assets to approved
institutional borrowers who need to borrow securities in order to
complete certain transactions.
THE MAIN RISKS OF INVESTING IN THE FUND
There are several risk factors that could hurt the fund's
performance, cause you to lose money or cause the fund's
performance to trail that of other investments.
STOCK MARKET RISK. The fund is also affected by how the stock
market performs. To the extent the fund invests in a particular
capitalization or market sector, the fund's performance may be
proportionately affected by that segment's general performance.
When stock prices fall, you should expect the value of your
investment to fall as well. Because a stock represents ownership in
its issuer, stock prices can be hurt by poor management, shrinking
product demand and other business risks. These factors may affect
single companies as well as groups of companies. In addition,
movements in financial markets may adversely affect a stock's
price, regardless of how well the company performs. The market as a
whole may not favor the types of investments the fund makes and the
fund may not be able to get an attractive price for them.
STYLE RISK. As with any investment strategy, the "flexible value"
strategy used in managing the fund's portfolio will, at times,
perform better than or worse than other investment styles and the
overall market. If portfolio management overestimates the value or
return potential of one or more common stocks, the fund may
underperform the general equity market.
SECURITY SELECTION RISK. A risk that pervades all investing is the
risk that the securities in the fund's portfolio may decline in
value.
DWS Equity Partners Fund | 5
SECURITIES LENDING RISK. Any loss in the market price of securities
loaned by the fund that occurs during the term of the loan would be
borne by the fund and would adversely affect the fund's
performance. Also, there may be delays in recovery of securities
loaned or even a loss of rights in the collateral should the
borrower of the securities fail financially while the loan is
outstanding. However, loans will be made only to borrowers selected
by the fund's delegate after a review of relevant facts and
circumstances, including the creditworthiness of the borrower.
PRICING RISK. At times, market conditions might make it hard to
value some investments, and the fund may use certain valuation
methodologies for some of its investments, such as fair value
pricing. Given the subjective nature of such methodologies, it is
possible that the value determined for an investment may be
different than the value realized upon such investment's sale. If
the fund has valued its securities too highly, you may end up
paying too much for fund shares when you buy into the fund. If the
fund underestimates the price of its securities, you may not
receive the full market value for your fund shares when you sell.
6 | DWS Equity Partners Fund
THE FUND'S PERFORMANCE HISTORY
While a fund's past performance (before and after taxes) isn't necessarily a
sign of how it will do in the future, it can be valuable for an investor to
know.
The bar chart shows how the performance of the fund's Class A shares has varied
from year to year, which may give some idea of risk. The bar chart does not
reflect sales loads; if it did, total returns would be lower than those shown.
The table on the following page shows how fund performance compares to relevant
index information (which, unlike the fund performance, does not reflect fees or
expenses). The table includes the effects of maximum sales loads. The
performance of both the fund and the index information varies over time. All
figures assume reinvestment of dividends and distributions (in the case of
after-tax returns, reinvested net of assumed tax rates).
The table shows returns for Class A shares on a before-tax and after-tax basis.
After-tax returns are shown for Class A only and will vary for Classes B and C.
After-tax returns are estimates calculated using the historical highest
individual federal marginal income tax rates and do not reflect the impact of
state and local taxes. Actual after-tax returns depend on an investor's tax
situation and may differ from those shown in the table. After-tax returns shown
are not relevant for investors who hold their shares through tax-deferred
arrangements, such as 401(k) plans or individual retirement accounts.
The inception date for Class C shares is October 28, 1998. Performance figures
before that date are based on the historical performance of the fund's original
share class (Class A), adjusted to reflect the higher gross total annual
operating expenses and the current applicable sales charge for Class C.
DWS Equity Partners Fund
ANNUAL TOTAL RETURN (%) AS OF 12/31 EACH YEAR - CLASS A (Results do not reflect
sales loads; if they did, total returns would be lower than those shown.)
[BAR CHART GRAPHIC APPEARS HERE]
24.49 25.30 7.30 -0.22 3.02 -17.29 33.03 14.20 4.26 14.77
1997 1998 1999 2000 2001 2002 2003 2004 2005 2006
2007 TOTAL RETURN AS OF JUNE 30: 6.63%
FOR THE PERIODS INCLUDED IN THE BAR CHART:
BEST QUARTER: 29.97%, Q4 1998 WORST QUARTER: -16.63%, Q3 1998
DWS Equity Partners Fund | 7
AVERAGE ANNUAL TOTAL RETURNS (%) AS OF 12/31/2006 (Fund returns include the
effects of maximum sales load.)
- --------------------------------------------------------------------------------
1 YEAR 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
CLASS A
- --------------------------------------------------------------------------------
Return before Taxes 8.17 7.22 9.32
- --------------------------------------------------------------------------------
Return after Taxes on Distributions 7.93 6.84 8.84
- --------------------------------------------------------------------------------
Return after Taxes on Distributions
and Sale of Fund Shares 5.56 6.14 8.09
- --------------------------------------------------------------------------------
CLASS B (Return before Taxes) 10.87 7.53 9.15
- --------------------------------------------------------------------------------
CLASS C (Return before Taxes) 13.91 7.68 9.31
- --------------------------------------------------------------------------------
STANDARD & POOR'S 500 INDEX (S&P
500) (reflects no deductions for fees,
expenses or taxes) 15.79 6.19 8.42
- --------------------------------------------------------------------------------
STANDARD & POOR'S 500 INDEX (S&P 500) is an unmanaged, capitalization-weighted
index of 500 stocks. The index is designed to measure performance of the broad
domestic economy through changes in the aggregate market value of 500 stocks
representing all major industries.
- --------------------------------------------------------------------------------
Current performance may be higher or lower than the performance data quoted
above. For more recent performance information, call your financial advisor or
(800) 621-1048 or visit our Web site at www.dws-scudder.com.
- --------------------------------------------------------------------------------
The RETURN AFTER TAXES ON DISTRIBUTIONS assumes that an investor holds fund
shares at the end of the period. The number represents only the fund's taxable
distributions and not a shareholder's gain or loss from selling fund shares.
The RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES assumes that an
investor sold his or her fund shares at the end of the period. The number
reflects both the fund's taxable distributions and a shareholder's gain or loss
from selling fund shares.
8 | DWS Equity Partners Fund
HOW MUCH INVESTORS PAY
This table describes the fees and expenses that you may pay if you buy and hold
fund shares. This information doesn't include any fees that may be charged by
your financial advisor.
- ------------------------------------------------------------------------------------------
FEE TABLE CLASS A CLASS B CLASS C
- ------------------------------------------------------------------------------------------
SHAREHOLDER FEES, paid directly from your investment
- ------------------------------------------------------------------------------------------
Maximum Sales Charge (Load) Imposed
on Purchases (as % of offering price) 5.75% 1 None None
- ------------------------------------------------------------------------------------------
Maximum Contingent Deferred Sales
Charge (Load) (as % of redemption
proceeds) None 2 4.00% 1.00%
- ------------------------------------------------------------------------------------------
Redemption/Exchange fee on shares
owned less than 15 days (as % of
redemption proceeds) 3 2.00 2.00 2.00
- ------------------------------------------------------------------------------------------
ANNUAL OPERATING EXPENSES, deducted from fund assets
- ------------------------------------------------------------------------------------------
Management Fee 4 0.79% 0.79% 0.79%
- ------------------------------------------------------------------------------------------
Distribution/Service (12b-1) Fee 0.24 0.99 0.99
- ------------------------------------------------------------------------------------------
Other Expenses 0.18 0.31 0.23
- ------------------------------------------------------------------------------------------
TOTAL ANNUAL OPERATING EXPENSES 5 1.21 2.09 2.01
- ------------------------------------------------------------------------------------------
1 Because of rounding in the calculation of the offering price, the actual
maximum front-end sales charge paid by an investor may be higher than the
percentage noted (see "Choosing a Share Class - Class A shares").
2 The redemption of shares purchased at net asset value under the Large Order
NAV Purchase Privilege (see "Choosing a Share Class - Class A shares") may
be subject to a contingent deferred sales charge of 1.00% if redeemed within
12 months of purchase and 0.50% if redeemed within the following six months.
3 This fee is charged on all applicable redemptions or exchanges. Please see
"Policies You Should Know About - Policies about transactions" for further
information.
4 Includes a 0.10% administration fee.
5 Through September 30, 2008, the Advisor has contractually agreed to waive
all or a portion of its management fees and reimburse or pay operating
expenses of the fund to the extent necessary to maintain the fund's total
operating expenses at 2.10% for Class B shares, excluding certain expenses
such as extraordinary expenses, taxes, brokerage, interest and
organizational and offering expenses, and proxy expenses.
DWS Equity Partners Fund | 9
Based on the costs above, this example helps you compare the expenses of each
share class to those of other mutual funds. This example assumes the expenses
above remain the same. It also assumes that you invested $10,000, earned 5%
annual returns and reinvested all dividends and distributions. This is only an
example; actual expenses will be different.
- --------------------------------------------------------------------------------
EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
EXPENSES, assuming you sold your shares at the end of each period
- --------------------------------------------------------------------------------
Class A shares $691 $937 $1,202 $1,957
- --------------------------------------------------------------------------------
Class B shares 612 955 1,324 1,988
- --------------------------------------------------------------------------------
Class C shares 304 630 1,083 2,338
- --------------------------------------------------------------------------------
EXPENSES, assuming you kept your shares
- --------------------------------------------------------------------------------
Class A shares $691 $937 $1,202 $1,957
- --------------------------------------------------------------------------------
Class B shares 212 655 1,124 1,988
- --------------------------------------------------------------------------------
Class C shares 204 630 1,083 2,338
- --------------------------------------------------------------------------------
10 | DWS Equity Partners Fund
OTHER POLICIES AND RISKS
While the previous pages describe the main points of the fund's
strategy and risks, there are a few other issues to know about:
- Although major changes tend to be infrequent, the fund's Board
could change the fund's investment objective without seeking
shareholder approval.
- As a temporary defensive measure, the fund could shift up to 100%
of assets into investments such as money market securities, notes
or bonds issued by the US Treasury or by agencies of the US
government. This could prevent losses, but, while engaged in a
temporary defensive position, the fund will not be pursuing its
investment goal. However, portfolio management may choose not to
use these strategies for various reasons, even in volatile market
conditions.
For more information
This prospectus doesn't tell you about every policy or risk of
investing in the fund.
If you want more information on the fund's allowable securities and
investment practices and the characteristics and risks of each one,
you may want to request a copy of the Statement of Additional
Information (the back cover tells you how to do this).
Keep in mind that there is no assurance that the fund will achieve
its goal.
A complete list of the fund's portfolio holdings is posted as of the
month-end on www.dws-scudder.com (the Web site does not form a part
of this prospectus) on or after the last day of the following month.
This posted information generally remains accessible at least until
the date on which the fund files its Form N-CSR or N-Q with the
Securities and Exchange Commission for the period that includes the
date as of which the posted information is current. In addition, the
fund's top ten equity holdings and other fund information is posted
on www.dws-scudder.com as of the calendar quarter-end on or after
the 15th day following quarter-end. The fund's Statement of
Additional Information includes a description of the fund's policies
and procedures with respect to the disclosure of the fund's
portfolio holdings.
Other Policies and Risks | 11
WHO MANAGES AND OVERSEES THE FUND
The investment advisor
Deutsche Investment Management Americas Inc. ("DIMA" or the
"Advisor"), with headquarters at 345 Park Avenue, New York, NY
10154, is the investment advisor for the fund. Under the oversight
of the Board, the Advisor, or the subadvisor, makes investment
decisions, buys and sells securities for the fund and conducts
research that leads to these purchase and sale decisions. The
Advisor provides a full range of global investment advisory services
to institutional and retail clients.
DWS Scudder is part of Deutsche Asset Management, which is the
marketing name in the US for the asset management activities of
Deutsche Bank AG, DIMA, Deutsche Bank Trust Company Americas and DWS
Trust Company.
Deutsche Asset Management is a global asset management organization
that offers a wide range of investing expertise and resources,
including hundreds of portfolio managers and analysts and an office
network that reaches the world's major investment centers. This
well-resourced global investment platform brings together a wide
variety of experience and investment insight across industries,
regions, asset classes and investing styles.
The Advisor is an indirect, wholly owned subsidiary of Deutsche Bank
AG. Deutsche Bank AG is a major global banking institution that is
engaged in a wide range of financial services, including investment
management, mutual funds, retail, private and commercial banking,
investment banking and insurance.
Prior to March 31, 2007, Investment Company Capital Corp. ("ICCC")
was the fund's investment advisor. Effective March 31, 2007, ICCC
was merged into DIMA. The new investment management agreement with
DIMA was approved by the Board and is identical in substance to the
prior investment management agreement with ICCC.
12 | Who Manages and Oversees the Fund
MANAGEMENT FEE. The Advisor receives a management fee from the fund.
Below is the actual rate paid by the fund for the most recent fiscal
year, as a percentage of the fund's average daily net assets:
- --------------------------------------------------------------------------------
FUND NAME FEE PAID
- --------------------------------------------------------------------------------
DWS Equity Partners Fund 0.69%
- --------------------------------------------------------------------------------
A discussion regarding the basis for the Board's approval of the
fund's investment management agreement and subadvisory agreement is
contained in the shareholder reports for the semi-annual period
ended November 30, 2006 and the annual period ended May 31, 2007
(see "Shareholder reports" on the back cover).
Under a separate administrative services agreement between the fund
and the Advisor, the fund pays the Advisor for providing most of the
fund's administrative services.
The subadvisor
The subadvisor for DWS Equity Partners Fund is Alex. Brown
Investment Management, LLC ("ABIM"). ABIM's address is One South
Street, Baltimore, Maryland 21202.
ABIM is a registered investment advisor with approximately $8.3
billion of assets under management as of August 31, 2007. ABIM is a
Maryland limited liability company owned by J. Dorsey Brown, Patrick
J. O'Brien, Nina K. Yudell and Buppert, Behrens & Owen, Inc. (a
company organized by three principals of ABIM); R. Hutchings Vernon;
Richard W. Palmer; Joseph J. Quingert; Patrick J. O'Brien and Nina
K. Yudell.
ABIM is responsible for decisions to buy and sell securities for the
fund, for broker-dealer selection, and for negotiation of commission
rates. DIMA compensates ABIM out of its management fee.
Who Manages and Oversees the Fund | 13
Portfolio management
The fund is managed by a team of investment professionals who collaborate to
develop and implement the fund's investment strategy. Each portfolio manager on
the team has authority over all aspects of the fund's investment portfolio,
including, but not limited to, purchases and sales of individual securities,
portfolio construction techniques, portfolio risk assessment and the management
of daily cash flows in accordance with portfolio holdings.
The following people handle the day-to-day management of the fund:
Hobart C. Buppert II
Vice President of Alex. Brown Investment Management and Co-Manager of the fund.
- - Managed the fund since 2002.
- - Joined ABIM as a Vice President in 1980.
- - Over 30 years of investment industry experience.
- - Prior experience as portfolio manager at T. Rowe Price Associates and as
a portfolio manager and research analyst at Equitable Trust Company.
- - BA and MBA from Loyola College.
- - Member of the Baltimore Security Analysts Society and the Financial Analysts
Federation.
Lee S. Owen
Vice President of Alex. Brown Investment Management and Co-Manager of the fund.
- - Managed the fund since inception.
- - Joined ABIM as a Vice President in 1983.
- - Over 30 years of investment industry experience.
- - Prior experience as portfolio manager at T. Rowe Price Associates.
- - BA from Williams College and MBA from the University of Virginia.
- - Member of the Baltimore Security Analysts Society and the Financial Analysts
Federation.
Nina K. Yudell
Vice President of Alex. Brown Investment Management and Co-Manager of the fund.
- - Joined the fund in 2007.
- - Joined ABIM in 1992 as a research analyst; portfolio manager since 2004.
- - Prior experience at T. Rowe Price Associates in investment management
positions.
- - BS and MBA from University of Baltimore. MSB from Johns Hopkins University.
- - Previously, adjunct faculty member (finance), New Hampshire College.
The fund's Statement of Additional Information provides additional information
about a portfolio manager's investments in the fund, a description of the
portfolio management compensation structure and information regarding other
accounts managed.
14 | Who Manages and Oversees the Fund
FINANCIAL HIGHLIGHTS
The financial highlights are designed to help you understand recent financial
performance. The figures in the first part of each table are for a single
share. The total return figures represent the percentage that an investor in
the fund would have earned (or lost), assuming all dividends and distributions
were reinvested. This information has been audited by PricewaterhouseCoopers
LLP, independent registered public accounting firm, whose report, along with
the fund's financial statements, is included in the fund's annual report (see
"Shareholder reports" on the back cover).
DWS Equity Partners Fund - Class A
YEARS ENDED MAY 31, 2007 2006 2005 2004 2003
- -------------------------------------------------------------------------------------------------------------------------
SELECTED PER SHARE DATA
- -------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD $28.72 $27.20 $25.35 $20.58 $22.67
- -------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss) a .07 .15 .11 .04 .01
- -------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain
(loss) on investment transactions 5.80 2.36 2.49 4.86 (1.80)
- -------------------------------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS 5.87 2.51 2.60 4.90 (1.79)
- -------------------------------------------------------------------------------------------------------------------------
Less distributions from:
Net investment income (.02) (.17) (.06) (.05) -
- -------------------------------------------------------------------------------------------------------------------------
Net realized gain on investment
transactions (.39) (.82) (.69) (.08) (.30)
- -------------------------------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS (.41) (.99) (.75) (.13) (.30)
- -------------------------------------------------------------------------------------------------------------------------
Redemption fees .00* .00* .00* - -
- -------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD $34.18 $28.72 $27.20 $25.35 $20.58
- -------------------------------------------------------------------------------------------------------------------------
Total Return (%) b 20.53 c 9.29 10.30 23.83 (7.75)
- -------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
- -------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ millions) 291 247 189 154 130
- -------------------------------------------------------------------------------------------------------------------------
Ratio of expenses before expense
reductions (%) 1.21 1.20 1.22 1.24 1.22
- -------------------------------------------------------------------------------------------------------------------------
Ratio of expenses after expense
reductions (%) 1.20 1.20 1.22 1.24 1.22
- -------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income (loss)
(%) .23 .54 .44 .17 .08
- -------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate (%) 13 10 11 7 14
- -------------------------------------------------------------------------------------------------------------------------
a Based on average shares outstanding during the period.
b Total return does not reflect the effect of any sales charges.
c Total return would have been lower had certain expenses not been reduced.
* Amount is less than $.005.
Financial Highlights | 15
DWS Equity Partners Fund - Class B
YEARS ENDED MAY 31, 2007 2006 2005 2004 2003
- -------------------------------------------------------------------------------------------------------------------------
SELECTED PER SHARE DATA
- -------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD $27.10 $25.74 $24.16 $19.72 $21.89
- -------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment
operations:
Net investment income (loss) a (.15) (.03) (.05) (.12) (.12)
- -------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain
(loss) on investment transactions 5.41 2.21 2.32 4.64 (1.75)
- -------------------------------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS 5.26 2.18 2.27 4.52 (1.87)
- -------------------------------------------------------------------------------------------------------------------------
Less distributions from:
Net realized gain on investment
transactions (.39) (.82) (.69) (.08) (.30)
- -------------------------------------------------------------------------------------------------------------------------
Redemption fees .00* .00* .00* - -
- -------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD $31.97 $27.10 $25.74 $24.16 $19.72
- -------------------------------------------------------------------------------------------------------------------------
Total Return (%) b 19.51 c 8.49 9.46 22.87 (8.44)
- -------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
- -------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ millions) 8 8 13 18 22
- -------------------------------------------------------------------------------------------------------------------------
Ratio of expenses before expense
reductions (%) 2.09 1.94 1.97 1.99 1.98
- -------------------------------------------------------------------------------------------------------------------------
Ratio of expenses after expense
reductions (%) 2.04 1.94 1.97 1.99 1.98
- -------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income (loss)
(%) (.61) (.20) (.31) (.58) (.68)
- -------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate (%) 13 10 11 7 14
- -------------------------------------------------------------------------------------------------------------------------
a Based on average shares outstanding during the period.
b Total return does not reflect the effect of any sales charges.
c Total return would have been lower had certain expenses not been reduced.
* Amount is less than $.005.
16 | Financial Highlights
DWS Equity Partners Fund - Class C
YEARS ENDED MAY 31, 2007 2006 2005 2004 2003
- -------------------------------------------------------------------------------------------------------------------------
SELECTED PER SHARE DATA
- -------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD $27.10 $25.74 $24.15 $19.71 $21.89
- -------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss) a (.13) (.03) (.05) (.12) (.12)
- -------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain
(loss) on investment transactions 5.40 2.21 2.33 4.64 (1.76)
- -------------------------------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS 5.27 2.18 2.28 4.52 (1.88)
- -------------------------------------------------------------------------------------------------------------------------
Less distributions from:
Net realized gain on investment
transactions (.39) (.82) (.69) (.08) (.30)
- -------------------------------------------------------------------------------------------------------------------------
Redemption fees .00* .00* .00* - -
- -------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD $31.98 $27.10 $25.74 $24.15 $19.71
- -------------------------------------------------------------------------------------------------------------------------
Total Return (%) b 19.55 c 8.49 9.46 22.93 (8.48)
- -------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
- -------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ millions) 14 14 9 6 4
- -------------------------------------------------------------------------------------------------------------------------
Ratio of expenses before expense
reductions (%) 2.01 1.95 1.97 1.99 1.97
- -------------------------------------------------------------------------------------------------------------------------
Ratio of expenses after expense
reductions (%) 1.99 1.95 1.97 1.99 1.97
- -------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income (loss)
(%) (.56) (.21) (.31) (.58) (.67)
- -------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate (%) 13 10 11 7 14
- -------------------------------------------------------------------------------------------------------------------------
a Based on average shares outstanding during the period.
b Total return does not reflect the effect of any sales charges.
c Total return would have been lower had certain expenses not been reduced.
* Amount is less than $.005.
Financial Highlights | 17
HOW TO INVEST IN THE FUND
The following pages tell you how to invest in the fund and what to expect as a
shareholder. If you're investing directly with DWS Scudder, all of this
information applies to you.
The following pages also tell you about many of the services, choices and
benefits of being a shareholder. You'll also find information on how to check
the status of your account using the method that's most convenient for you.
If you're investing through a "third party provider" - for example, a workplace
retirement plan, financial supermarket or financial advisor - your provider may
have its own policies or instructions and you should follow those.
You can find out more about the topics covered here by speaking with your
FINANCIAL ADVISOR OR A REPRESENTATIVE OF YOUR WORKPLACE RETIREMENT PLAN OR
OTHER INVESTMENT PROVIDER.
CHOOSING A SHARE CLASS
Offered in this prospectus are the share classes noted on the front cover. Each
class has its own fees and expenses, offering you a choice of cost structures.
The fund may offer other classes of shares in a separate prospectus. These
shares are intended for investors seeking the advice and assistance of a
financial advisor, who will typically receive compensation for those services.
Before you invest, take a moment to look over the characteristics of each share
class, so that you can be sure to choose the class that's right for you. You
may want to ask your financial advisor to help you with this decision.
We describe each share class in detail on the following pages. But first, you
may want to look at the table below, which gives you a brief comparison of the
main features of each class.
- -----------------------------------------------------------------------------------------
CLASSES AND FEATURES POINTS TO HELP YOU COMPARE
- -----------------------------------------------------------------------------------------
CLASS A
- Sales charge of up to 5.75% charged - Some investors may be able to reduce
when you buy shares or eliminate their sales charge; see
"Class A shares"
- In most cases, no charge when you
sell shares - Total annual expenses are lower than
those for Class B or Class C
- Up to 0.25% annual shareholder
servicing fee
- -----------------------------------------------------------------------------------------
CLASS B
- No sales charge when you buy shares - The deferred sales charge rate falls to
zero after six years
- Deferred sales charge declining from
4.00%, charged when you sell shares - Shares automatically convert to Class
you bought within the last six years A after six years, which means lower
annual expenses going forward
- 0.75% annual distribution fee and up
to 0.25% annual shareholder servicing
fee
- -----------------------------------------------------------------------------------------
CLASS C
- No sales charge when you buy shares - The deferred sales charge rate for one
year is lower for Class C shares than
- Deferred sales charge of 1.00%, Class B shares, but your shares never
charged when you sell shares you convert to Class A, so annual expenses
bought within the last year remain higher
- 0.75% annual distribution fee and up
to 0.25% annual shareholder servicing
fee
- -----------------------------------------------------------------------------------------
Choosing a Share Class | 19
Your financial advisor will typically be paid a fee when you buy
shares and may receive different levels of compensation depending
upon which class of shares you buy. The fund may pay financial
advisors or other intermediaries compensation for the services they
provide to their clients. This compensation may vary depending on
the fund you buy or the class of shares of a fund that you buy. Your
financial advisor may also receive compensation from the Advisor
and/or its affiliates, please see "Financial intermediary support
payments."
Class A shares
Class A shares may make sense for long-term investors, especially
those who are eligible for a reduced or eliminated sales charge.
Class A shares have a 12b-1 plan, under which a shareholder
servicing fee of up to 0.25% is deducted from class assets each
year. Because the shareholder servicing fee is continuous in nature,
it may, over time, increase the cost of your investment and may cost
you more than paying other types of sales charges.
Class A shares have an up-front sales charge that varies with the
amount you invest:
- --------------------------------------------------------------------------------
FRONT-END SALES FRONT-END SALES
CHARGE AS % CHARGE AS % OF YOUR
YOUR INVESTMENT OF OFFERING PRICE 1,2 NET INVESTMENT 2
- --------------------------------------------------------------------------------
Up to $50,000 5.75% 6.10%
$50,000-$99,999 4.50 4.71
$100,000-$249,999 3.50 3.63
$250,000-$499,999 2.60 2.67
$500,000-$999,999 2.00 2.04
$1 million or more see below see below
1 The offering price includes the sales charge.
2 Because of rounding in the calculation of the offering price,
the actual front-end sales charge paid by an investor may be
higher or lower than the percentages noted.
YOU MAY BE ABLE TO LOWER YOUR CLASS A SALES CHARGE IF:
- you plan to invest at least $50,000 in Class A shares (including
Class A shares in other retail DWS funds) over the next 24 months
("Letter of Intent")
20 | Choosing a Share Class
- the amount of Class A shares you already own (including Class A
shares in other retail DWS funds) plus the amount you're investing
now in Class A shares is at least $50,000 ("Cumulative Discount")
- you are investing a total of $50,000 or more in Class A shares of
several retail DWS funds on the same day ("Combined Purchases")
The point of these three features is to let you count investments
made at other times or in certain other funds for purposes of
calculating your present sales charge. Any time you can use the
privileges to "move" your investment into a lower sales charge
category, it's generally beneficial for you to do so.
For purposes of determining whether you are eligible for a reduced
Class A sales charge, you and your immediate family (your spouse or
life partner and your children or stepchildren age 21 or younger)
may aggregate your investments in the DWS family of funds. This
includes, for example, investments held in a retirement account, an
employee benefit plan or at a financial advisor other than the one
handling your current purchase. These combined investments will be
valued at their current offering price to determine whether your
current investment qualifies for a reduced sales charge.
To receive a reduction in your Class A initial sales charge, you
must let your financial advisor or Shareholder Services know at the
time you purchase shares that you qualify for such a reduction. You
may be asked by your financial advisor or Shareholder Services to
provide account statements or other information regarding related
accounts of you or your immediate family in order to verify your
eligibility for a reduced sales charge.
For more information about sales charge discounts, please visit the
"Individual Investors" section of www.dws-scudder.com (click on the
link entitled "Fund Sales Charge and Breakpoint Schedule"), consult
with your financial advisor or refer to the section entitled
"Purchase or Redemption of Shares" in the fund's Statement of
Additional Information.
IN CERTAIN CIRCUMSTANCES, YOU MAY BE ABLE TO BUY CLASS A SHARES
WITHOUT A SALES CHARGE. For example, the sales charge will be waived
if you are reinvesting dividends or distributions or if you are
exchanging an investment in Class A shares of another fund in the
DWS family of funds for an investment in
Choosing a Share Class | 21
Class A shares of the fund. In addition, a sales charge waiver may
apply to transactions by certain retirement plans and certain other
entities or persons (e.g., affiliated persons of DeAM or the DWS
funds) and with respect to certain types of investments (e.g., an
investment advisory or agency commission program under which you pay
a fee to an investment advisor or other firm for portfolio
management or brokerage services).
Details regarding the types of investment programs and categories of
investors eligible for a sales charge waiver are provided in the
fund's Statement of Additional Information.
There are a number of additional provisions that apply in order to
be eligible for a sales charge waiver. The fund may waive the sales
charge for investors in other situations as well. Your financial
advisor or Shareholder Services can answer your questions and help
you determine if you are eligible.
IF YOU'RE INVESTING $1 MILLION OR MORE, either as a lump sum or
through one of the sales charge reduction features described above,
you may be eligible to buy Class A shares without a sales charge
("Large Order NAV Purchase Privilege"). However, you may be charged
a contingent deferred sales charge (CDSC) of 1.00% on any shares you
sell within 12 months of owning them and a similar charge of 0.50%
on shares you sell within the following six months. This CDSC is
waived under certain circumstances (see "Policies You Should Know
About"). Your financial advisor or Shareholder Services can answer
your questions and help you determine if you're eligible.
Class B shares
Class B shares may make sense for long-term investors who prefer to
see all of their investment go to work right away and can accept
somewhat higher annual expenses. Please note, however, that since
not all DWS funds offer Class B shares, exchange options may be
limited.
With Class B shares, you pay no up-front sales charge to the fund.
Class B shares have a 12b-1 plan, under which a distribution fee of
0.75% and a shareholder servicing fee of up to 0.25% are deducted
from class assets each year. This means the annual expenses for
Class B shares are somewhat higher (and their performance
correspondingly lower) compared to Class A shares. However, unlike
Class A shares, your entire
22 | Choosing a Share Class
investment goes to work immediately. After six years, Class B shares
automatically convert on a tax-free basis to Class A shares, which
has the net effect of lowering the annual expenses from the seventh
year on.
Class B shares have a CDSC. This charge declines over the years you
own shares and disappears completely after six years of ownership.
But for any shares you sell within those six years, you may be
charged as follows:
- --------------------------------------------------------------------------------
YEAR AFTER YOU BOUGHT SHARES CDSC ON SHARES YOU SELL
- --------------------------------------------------------------------------------
First year 4.00%
- --------------------------------------------------------------------------------
Second or third year 3.00
- --------------------------------------------------------------------------------
Fourth or fifth year 2.00
- --------------------------------------------------------------------------------
Sixth year 1.00
- --------------------------------------------------------------------------------
Seventh year and later None (automatic conversion to Class A)
- --------------------------------------------------------------------------------
This CDSC is waived under certain circumstances (see "Policies You
Should Know About"). Your financial advisor or Shareholder Services
can answer your questions and help you determine if you're eligible.
While Class B shares don't have any front-end sales charge, their
higher annual expenses mean that over the years you could end up
paying more than the equivalent of the maximum allowable front-end
sales charge.
If you are thinking of making a large purchase in Class B shares or
if you already own a large amount of Class A shares of the fund or
other DWS funds, it may be more cost efficient to purchase Class A
shares instead. Orders to purchase Class B shares of $100,000 or
more will be declined with the exception of orders received from
financial representatives acting for clients whose shares are held
in an omnibus account and certain employer-sponsored employee
benefit plans. You should consult with your financial advisor to
determine which class of shares is appropriate for you.
Choosing a Share Class | 23
Class C shares
Class C shares may appeal to investors who plan to sell some or all
of their shares within six years of buying them or who aren't
certain of their investment time horizon.
With Class C shares, you pay no up-front sales charge to the fund.
Class C shares have a 12b-1 plan, under which a distribution fee of
0.75% and a shareholder servicing fee of up to 0.25% are deducted
from class assets each year. Because of these fees, the annual
expenses for Class C shares are similar to those of Class B shares,
but higher than those for Class A shares (and the performance of
Class C shares is correspondingly lower than that of Class A
shares).
Unlike Class B shares, Class C shares do NOT automatically convert
to Class A shares after six years, so they continue to have higher
annual expenses.
Class C shares have a CDSC, but only on shares you sell within one
year of buying them:
- --------------------------------------------------------------------------------
YEAR AFTER YOU BOUGHT SHARES CDSC ON SHARES YOU SELL
- --------------------------------------------------------------------------------
First year 1.00%
- --------------------------------------------------------------------------------
Second year and later None
- --------------------------------------------------------------------------------
This CDSC is waived under certain circumstances (see "Policies You
Should Know About"). Your financial advisor or Shareholder Services
can answer your questions and help you determine if you're eligible.
While Class C shares do not have an up-front sales charge, their
higher annual expenses mean that, over the years, you could end up
paying more than the equivalent of the maximum allowable up-front
sales charge.
Orders to purchase Class C shares of $500,000 or more will be
declined with the exception of orders received from financial
representatives acting for clients whose shares are held in an
omnibus account and certain employer-sponsored employee benefit
plans.
24 | Choosing a Share Class
How to BUY Class A, B and C Shares
- ----------------------------------------------------------------------------------------
FIRST INVESTMENT ADDITIONAL INVESTMENTS
- ----------------------------------------------------------------------------------------
$1,000 or more for regular accounts $50 or more for regular accounts and
$500 or more for IRAs IRA accounts
$500 or more with an Automatic $50 or more with an Automatic
Investment Plan Investment Plan
- ----------------------------------------------------------------------------------------
THROUGH A FINANCIAL ADVISOR
- Contact your advisor using the - Contact your advisor using the
method that's most convenient for you method that's most convenient for you
- ----------------------------------------------------------------------------------------
BY MAIL OR EXPRESS MAIL (SEE BELOW)
- Fill out and sign an application - Send a check made out to "DWS
Scudder" and a DWS Scudder
- Send it to us at the appropriate investment slip to us at the
address, along with an investment appropriate address below
check
- If you don't have an investment slip,
simply include a letter with your
name, account number, the full name
of the fund and the share class and
your investment instructions
- ----------------------------------------------------------------------------------------
BY WIRE
- Call (800) 621-1048 for instructions - Call (800) 621-1048 for instructions
- ----------------------------------------------------------------------------------------
BY PHONE
Not available - Call (800) 621-1048 for instructions
- ----------------------------------------------------------------------------------------
WITH AN AUTOMATIC INVESTMENT PLAN
- Fill in the application and include a - Call (800) 621-1048 for instructions
voided check
- ----------------------------------------------------------------------------------------
USING QuickBuy
Not available - Call (800) 621-1048 to make sure
QuickBuy is set up on your account; if
it is, you can request a transfer from
your bank account of any amount
between $50 and $250,000
- ----------------------------------------------------------------------------------------
ON THE INTERNET
Not available - Go to www.dws-scudder.com and
register
- Follow the instructions for buying
shares with money from your bank
account
- ----------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
REGULAR MAIL:
First Investment: DWS Scudder, PO Box 219356, Kansas City, MO 64121-9356
Additional Investments: DWS Scudder, PO Box 219154, Kansas City, MO 64121-9154
EXPRESS, REGISTERED OR CERTIFIED MAIL:
DWS Scudder, 210 W. 10th Street, Kansas City, MO 64105-1614
How to Buy Class A, B and C Shares | 25
How to EXCHANGE or SELL Class A, B and C Shares
- ----------------------------------------------------------------------------------------
EXCHANGING INTO ANOTHER FUND SELLING SHARES
- ----------------------------------------------------------------------------------------
Some transactions, including most for
- Exchanges into existing accounts: over $100,000, can only be ordered in
$50 minimum per fund writing with a signature guarantee;
please see "Signature Guarantee"
- Exchanges into new accounts:
$1,000 minimum per fund
$500 minimum for IRAs
- ----------------------------------------------------------------------------------------
THROUGH A FINANCIAL ADVISOR
- Contact your advisor by the method - Contact your advisor by the method
that's most convenient for you that's most convenient for you
- ----------------------------------------------------------------------------------------
BY PHONE OR WIRE
- Call (800) 621-1048 for instructions - Call (800) 621-1048 for instructions
- ----------------------------------------------------------------------------------------
BY MAIL OR EXPRESS MAIL
(see previous page for address)
Write a letter that includes: Write a letter that includes:
- the fund, class and account number - the fund, class and account number
you're exchanging out of from which you want to sell shares
- the dollar amount or number of shares - the dollar amount or number of shares
you want to exchange you want to sell
- the name and class of the fund you - your name(s), signature(s) and
want to exchange into address, as they appear on your
account
- your name(s), signature(s) and
address, as they appear on your - a daytime telephone number
account
- a daytime telephone number
- ----------------------------------------------------------------------------------------
WITH AN AUTOMATIC EXCHANGE PLAN WITH AN AUTOMATIC WITHDRAWAL PLAN
- To set up regular exchanges from a - Call (800) 621-1048 (minimum $50)
fund account, call (800) 621-1048
- ----------------------------------------------------------------------------------------
USING QuickSell
Not available - Call (800) 621-1048 to make sure
QuickSell is set up on your account; if
it is, you can request a transfer to your
bank account of any amount between
$50 and $250,000
- ----------------------------------------------------------------------------------------
ON THE INTERNET
- Register at www.dws-scudder.com - Register at www.dws-scudder.com
and log in and then follow the and log in and then follow the
instructions for making on-line instructions for making on-line
exchanges redemptions
- ----------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
TO REACH US: WEB SITE: www.dws-scudder.com
TELEPHONE REPRESENTATIVE: (800) 621-1048, M-F, 9 a.m. - 6 p.m. ET
TDD LINE: (800) 972-3006, M-F, 9 a.m. - 6 p.m. ET
26 | How to Exchange or Sell Class A, B and C Shares
Financial intermediary support payments
The Advisor, DWS Scudder Distributors, Inc. (the "Distributor")
and/or their affiliates may pay additional compensation, out of
their own assets and not as an additional charge to the fund, to
selected affiliated and unaffiliated brokers, dealers, participating
insurance companies or other financial intermediaries ("financial
advisors") in connection with the sale and/or distribution of fund
shares or the retention and/or servicing of fund investors and fund
shares ("revenue sharing"). Such revenue sharing payments are in
addition to any distribution or service fees payable under any Rule
12b-1 or service plan of the fund, any record keeping/sub-transfer
agency/networking fees payable by the fund (generally through the
Distributor or an affiliate) and/or the Distributor to certain
financial advisors for performing such services and any sales
charges, commissions, non-cash compensation arrangements expressly
permitted under applicable rules of the NASD or other concessions
described in the fee table or elsewhere in this prospectus or the
Statement of Additional Information as payable to all financial
advisors. For example, the Advisor, the Distributor and/or their
affiliates may compensate financial advisors for providing the fund
with "shelf space" or access to a third party platform or fund
offering list or other marketing programs including, without
limitation, inclusion of the fund on preferred or recommended sales
lists, mutual fund "supermarket" platforms and other formal sales
programs; granting the Distributor access to the financial advisor's
sales force; granting the Distributor access to the financial
advisor's conferences and meetings; assistance in training and
educating the financial advisor's personnel; and obtaining other
forms of marketing support.
The level of revenue sharing payments made to financial advisors may
be a fixed fee or based upon one or more of the following factors:
gross sales, current assets and/or number of accounts of the fund
attributable to the financial advisor, the particular fund or fund
type or other measures as agreed to by the Advisor, the Distributor
and/or their affiliates and the financial advisors or any
combination thereof. The amount of these revenue sharing payments is
determined at the discretion of the Advisor, the Distributor and/or
their affiliates from time to time, may be substantial, and may be
different for different financial advisors based on, for example,
the nature of the services provided by the financial advisor.
How to Exchange or Sell Class A, B and C Shares | 27
The Advisor, the Distributor and/or their affiliates currently make
revenue sharing payments from their own assets in connection with
the sale and/or distribution of DWS Fund shares or the retention
and/or servicing of investors and DWS Fund shares to financial
advisors in amounts that generally range from .01% up to .50% of
assets of the fund serviced and maintained by the financial advisor,
.10% to .25% of sales of the fund attributable to the financial
advisor, a flat fee of $12,500 up to $500,000, or any combination
thereof. These amounts are subject to change at the discretion of
the Advisor, the Distributor and/or their affiliates. Receipt of, or
the prospect of receiving, this additional compensation may
influence your financial advisor's recommendation of the fund or of
any particular share class of the fund. You should review your
financial advisor's compensation disclosure and/or talk to your
financial advisor to obtain more information on how this
compensation may have influenced your financial advisor's
recommendation of the fund. Additional information regarding these
revenue sharing payments is included in the fund's Statement of
Additional Information, which is available to you on request at no
charge (see the back cover of this prospectus for more information
on how to request a copy of the Statement of Additional
Information).
The Advisor, the Distributor and/or their affiliates may also make
such revenue sharing payments to financial advisors under the terms
discussed above in connection with the distribution of both DWS
funds and non-DWS funds by financial advisors to retirement plans
that obtain record keeping services from ADP, Inc. on the DWS
Scudder branded retirement plan platform (the "Platform") with the
level of revenue sharing payments being based upon sales of both the
DWS funds and the non-DWS funds by the financial advisor on the
Platform or current assets of both the DWS funds and the non-DWS
funds serviced and maintained by the financial advisor on the
Platform.
It is likely that broker-dealers that execute portfolio transactions
for the fund will include firms that also sell shares of the DWS
funds to their customers. However, the Advisor will not consider
sales of DWS fund shares as a factor in the selection of
broker-dealers to execute portfolio transactions for the DWS funds.
Accordingly, the Advisor has implemented policies and procedures
reasonably designed to prevent its traders from considering sales of
DWS fund shares as a factor in the selection of
28 | How to Exchange or Sell Class A, B and C Shares
broker-dealers to execute portfolio transactions for the fund. In
addition, the Advisor, the Distributor and/or their affiliates will
not use fund brokerage to pay for their obligation to provide
additional compensation to financial advisors as described above.
POLICIES YOU SHOULD KNOW ABOUT
Along with the instructions on the previous pages, the policies
below may affect you as a shareholder. Some of this information,
such as the section on distributions and taxes, applies to all
investors, including those investing through a financial advisor.
If you are investing through a financial advisor or through a
retirement plan, check the materials you received from them about
how to buy and sell shares because particular financial advisors or
other intermediaries may adopt policies, procedures or limitations
that are separate from those described by the fund. Please note that
a financial advisor may charge fees separate from those charged by
the fund and may be compensated by the fund.
Keep in mind that the information in this prospectus applies only to
the shares offered herein. Other share classes are described in
separate prospectuses and have different fees, requirements and
services.
In order to reduce the amount of mail you receive and to help reduce
expenses, we generally send a single copy of any shareholder report
and prospectus to each household. If you do not want the mailing of
these documents to be combined with those for other members of your
household, please contact your financial advisor or call (800)
621-1048.
Policies about transactions
THE FUND IS OPEN FOR BUSINESS each day the New York Stock Exchange
is open. The fund calculates its share price for each class every
business day, as of the close of regular trading on the New York
Stock Exchange (typically 4:00 p.m. Eastern time, but sometimes
earlier, as in the case of scheduled half-day trading or unscheduled
suspensions of trading). You can place an order to buy or sell
shares at any time.
Policies You Should Know About | 29
To help the government fight the funding of terrorism and money
laundering activities, federal law requires all financial
institutions to obtain, verify and record information that
identifies each person who opens an account. What this means to you:
When you open an account, we will ask for your name, address, date
of birth and other information that will allow us to identify you.
Some or all of this information will be used to verify the identity
of all persons opening an account.
We might request additional information about you (which may include
certain documents, such as articles of incorporation for companies)
to help us verify your identity and, in some cases, the information
and/or documents may be required to conduct the verification. The
information and documents will be used solely to verify your
identity.
We will attempt to collect any missing required and requested
information by contacting you or your financial advisor. If we are
unable to obtain this information within the time frames established
by the fund, then we may reject your application and order.
The fund will not invest your purchase until all required and
requested identification information has been provided and your
application has been submitted in "good order." After we receive all
the information, your application is deemed to be in good order and
we accept your purchase, you will receive the net asset value per
share next calculated, less any applicable sales charge.
If we are unable to verify your identity within time frames
established by the fund, after a reasonable effort to do so, you
will receive written notification.
With certain limited exceptions, only US residents may invest in the
fund.
Because orders placed through a financial advisor must be forwarded
to the transfer agent before they can be processed, you'll need to
allow extra time. Your financial advisor should be able to tell you
approximately when your order will be processed. It is the
responsibility of your financial advisor to forward your order to
the transfer agent in a timely manner.
INITIAL PURCHASE. The minimum initial investment for Class A, B and
C shares is $1,000, except for investments on behalf of participants
in certain fee-based and wrap programs offered through certain
financial intermediaries approved by the Advisor,
30 | Policies You Should Know About
for which there is no minimum initial investment; and IRAs, for
which the minimum initial investment is $500 per account. The
minimum initial investment is $500 per account if you establish an
automatic investment plan. Group retirement plans and certain other
accounts have similar or lower minimum share balance requirements.
SUB-MINIMUM BALANCES. The fund may close your account and send you
the proceeds if your balance falls below $1,000 ($250 for retirement
accounts and $500 for accounts with an Automatic Investment Plan
funded with $50 or more per month in subsequent investments); we
will give you 60 days' notice (90 days for retirement accounts) so
you can either increase your balance or close your account (these
policies don't apply to investors with $100,000 or more in DWS fund
shares, investors in certain fee-based and wrap programs offered
through certain financial intermediaries approved by the Advisor, or
group retirement plans and certain other accounts having lower
minimum share balance requirements).
SUBSEQUENT INVESTMENTS. The minimum subsequent investment is $50.
However, there is no minimum investment requirement for subsequent
investments in Class A shares on behalf of participants in certain
fee-based and wrap programs offered through certain financial
intermediaries approved by the Advisor.
MARKET TIMING POLICIES AND PROCEDURES. Short-term and excessive
trading of fund shares may present risks to the fund's long-term
shareholders, including potential dilution in the value of fund
shares, interference with the efficient management of the fund's
portfolio (including losses on the sale of investments), taxable
gains to remaining shareholders and increased brokerage and
administrative costs. These risks may be more pronounced if the fund
invests in certain securities, such as those that trade in foreign
markets, are illiquid or do not otherwise have "readily available
market quotations." Certain investors may seek to employ short-term
trading strategies aimed at exploiting variations in portfolio
valuation that arise from the nature of the securities held by the
fund (e.g., "time zone arbitrage"). The fund discourages short-term
and excessive trading and has adopted policies and procedures that
are intended to detect and deter short-term and excessive trading.
Policies You Should Know About | 31
Pursuant to its policies, the fund will impose a 2% redemption fee
on fund shares held for less than a specified holding period
(subject to certain exceptions discussed below under "Redemption
fees"). The fund also reserves the right to reject or cancel a
purchase or exchange order for any reason without prior notice. For
example, the fund may in its discretion reject or cancel a purchase
or an exchange order even if the transaction is not subject to the
specific roundtrip transaction limitation described below if the
Advisor believes that there appears to be a pattern of short-term or
excessive trading activity by a shareholder or deems any other
trading activity harmful or disruptive to the fund. The fund,
through its Advisor and Transfer Agent, will measure short-term and
excessive trading by the number of roundtrip transactions within a
shareholder's account during a rolling 12-month period. A
"roundtrip" transaction is defined as any combination of purchase
and redemption activity (including exchanges) of the same fund's
shares. The fund may take other trading activity into account if the
fund believes such activity is of an amount or frequency that may be
harmful to long-term shareholders or disruptive to portfolio
management.
Shareholders are limited to four roundtrip transactions in the same
DWS Fund (excluding money market funds) over a rolling 12-month
period. Shareholders with four or more roundtrip transactions in the
same DWS Fund within a rolling 12-month period generally will be
blocked from making additional purchases of, or exchanges into, that
DWS Fund. The fund has sole discretion whether to remove a block
from a shareholder's account. The rights of a shareholder to redeem
shares of a DWS Fund are not affected by the four roundtrip
transaction limitation, but all redemptions remain subject to the
fund's redemption fee policy (see "Redemption fees" described
below).
The Advisor may make exceptions to the roundtrip transaction policy
for certain types of transactions if in its opinion the transactions
do not represent short-term or excessive trading or are not abusive
or harmful to the fund, such as, but not limited to, systematic
transactions, required minimum retirement distributions,
transactions initiated by the fund or administrator and transactions
by certain qualified fund-of-fund(s).
32 | Policies You Should Know About
In certain circumstances where shareholders hold shares of the fund
through a financial intermediary, the fund may rely upon the
financial intermediary's policy to deter short-term or excessive
trading if the Advisor believes that the financial intermediary's
policy is reasonably designed to detect and deter transactions that
are not in the best interest of the fund. A financial intermediary's
policy relating to short-term or excessive trading may be more or
less restrictive than the DWS Funds' policy, may permit certain
transactions not permitted by the DWS Funds' policies, or prohibit
transactions not subject to the DWS Funds' policies.
The Advisor may also accept undertakings from a financial
intermediary to enforce short-term or excessive trading policies on
behalf of the fund that provide a substantially similar level of
protection for the fund against such transactions. For example,
certain financial intermediaries may have contractual or legal
restrictions that prevent them from blocking an account. In such
instances, the financial intermediary may use alternate techniques
that the Advisor considers to be a reasonable substitute for such a
block.
In addition, if the fund invests some portion of its assets in
foreign securities, it has adopted certain fair valuation practices
intended to protect the fund from "time zone arbitrage" with respect
to its foreign securities holdings and other trading practices that
seek to exploit variations in portfolio valuation that arise from
the nature of the securities held by the fund. (See "How the fund
calculates share price.")
There is no assurance that these policies and procedures will be
effective in limiting short-term and excessive trading in all cases.
For example, the Advisor may not be able to effectively monitor,
detect or limit short-term or excessive trading by underlying
shareholders that occurs through omnibus accounts maintained by
broker-dealers or other financial intermediaries. The Advisor
reviews trading activity at the omnibus level to detect short-term
or excessive trading. If the Advisor has reason to suspect that
short-term or excessive trading is occurring at the omnibus level,
the Advisor will contact the financial intermediary to request
underlying shareholder level activity. Depending on the amount of
fund shares held in such omnibus accounts (which may represent most
of the fund's shares) short-term and/or excessive trading of fund
shares could adversely affect long-term shareholders in the fund. If
short-term or excessive trading is identified, the Advisor will take
appropriate action.
Policies You Should Know About | 33
The fund's market timing policies and procedures may be modified or
terminated at any time.
REDEMPTION FEES. The fund imposes a redemption fee of 2% of the
total redemption amount (calculated at net asset value, without
regard to the effect of any contingent deferred sales charge; any
contingent deferred sales charge is also assessed on the total
redemption amount without regard to the assessment of the 2%
redemption fee) on all fund shares redeemed or exchanged within 15
days of buying them (either by purchase or exchange). The redemption
fee is paid directly to the fund and is designed to encourage
long-term investment and to offset transaction and other costs
associated with short-term or excessive trading. For purposes of
determining whether the redemption fee applies, shares held the
longest time will be treated as being redeemed first and shares held
the shortest time will be treated as being redeemed last.
The redemption fee is applicable to fund shares purchased either
directly or through a financial intermediary, such as a
broker-dealer. Transactions through financial intermediaries
typically are placed with the fund on an omnibus basis and include
both purchase and sale transactions placed on behalf of multiple
investors. These purchase and sale transactions are generally netted
against one another and placed on an aggregate basis; consequently
the identities of the individuals on whose behalf the transactions
are placed generally are not known to the fund. For this reason, the
fund has undertaken to notify financial intermediaries of their
obligation to assess the redemption fee on customer accounts and to
collect and remit the proceeds to the fund. However, due to
operational requirements, the intermediaries' methods for tracking
and calculating the fee may be inadequate or differ in some respects
from the fund's. Subject to approval by the Advisor or the fund's
Board, intermediaries who transact business on an omnibus basis may
implement the redemption fees according to their own operational
guidelines (which may be different than the fund's policies) and
remit the fees to the fund.
The redemption fee will not be charged in connection with the
following exchange or redemption transactions: (i) transactions on
behalf of participants in certain research wrap programs; (ii)
transactions on behalf of participants in certain group retirement
plans and financial intermediaries whose processing systems are
incapable of properly applying the redemption fee to underlying
shareholders; (iii) transactions on behalf of a shareholder to
34 | Policies You Should Know About
return any excess IRA contributions to the shareholder; (iv)
transactions on behalf of a shareholder to effect a required minimum
distribution on an IRA; (v) transactions on behalf of any mutual
fund advised by the Advisor and its affiliates (e.g., "funds of
funds") or, in the case of a master/feeder relationship, redemptions
by the feeder fund from the master portfolio; (vi) transactions on
behalf of certain unaffiliated mutual funds operating as funds of
funds; (vii) transactions following death or disability of any
registered shareholder, beneficial owner or grantor of a living
trust with respect to shares purchased before death or disability;
(viii) transactions involving hardship of any registered
shareholder; (ix) systematic transactions with pre-defined trade
dates for purchases, exchanges or redemptions, such as automatic
account rebalancing, or loan origination and repayments; (x)
transactions involving shares purchased through the reinvestment of
dividends or other distributions; (xi) transactions involving shares
transferred from another account in the same fund or converted from
another class of the same fund (e.g., shares converting from Class B
to Class A) (the redemption fee period will carry over to the
acquired shares); (xii) transactions initiated by the fund or
administrator (e.g., redemptions for not meeting account minimums,
to pay account fees funded by share redemptions, or in the event of
the liquidation or merger of the fund); or (xiii) transactions in
cases when there are legal or contractual limitations or
restrictions on the imposition of the redemption fee (as determined
by the fund or its agents in their sole discretion). It is the
policy of the DWS funds to permit approved fund platform providers
to execute transactions within the funds without the imposition of a
redemption fee if such providers have implemented alternative
measures that are determined by the Advisor to provide controls on
short-term and excessive trading that are comparable to the DWS
funds' policies.
THE AUTOMATED INFORMATION LINE IS AVAILABLE 24 HOURS A DAY BY
CALLING (800) 621-1048. You can use our automated phone services to
get information on DWS funds generally and on accounts held directly
at DWS Scudder. You can also use this service to make exchanges and
sell shares.
QUICKBUY AND QUICKSELL let you set up a link between a DWS fund
account and a bank account. Once this link is in place, you can move
money between the two with a phone call. You'll need to make sure
your bank has Automated Clearing House
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS
The DWS Scudder Web site can be a valuable resource for shareholders with
Internet access. Go to WWW.DWS-SCUDDER.COM to get up-to-date information, review
balances or even place orders for exchanges.
Policies You Should Know About | 35
(ACH) services. Transactions take two to three days to be completed
and there is a $50 minimum and a $250,000 maximum. To set up
QuickBuy or QuickSell on a new account, see the account application;
to add it to an existing account, call (800) 621-1048.
TELEPHONE AND ELECTRONIC TRANSACTIONS. Generally, you are
automatically entitled to telephone and electronic transaction
privileges, but you may elect not to have them when you open your
account or by contacting Shareholder Services at (800) 621-1048 at a
later date.
Since many transactions may be initiated by telephone or
electronically, it's important to understand that as long as we take
reasonable steps to ensure that an order to purchase or redeem
shares is genuine, such as recording calls or requesting
personalized security codes or other information, we are not
responsible for any losses that may occur as a result. For
transactions conducted over the Internet, we recommend the use of a
secure Internet browser. In addition, you should verify the accuracy
of your confirmation statements immediately after you receive them.
THE FUND DOES NOT ISSUE SHARE CERTIFICATES. However, if you
currently have shares in certificated form, you must include the
share certificates properly endorsed or accompanied by a duly
executed stock power when exchanging or redeeming shares. You may
not exchange or redeem shares in certificate form by telephone or
via the Internet.
WHEN YOU ASK US TO SEND OR RECEIVE A WIRE, please note that while we
don't charge a fee to send or receive wires, it's possible that your
bank may do so. Wire transactions are generally completed within 24
hours. The fund can only send wires of $1,000 or more and accept
wires of $50 or more.
THE FUND ACCEPTS PAYMENT FOR SHARES ONLY IN US DOLLARS by check,
bank or Federal Funds wire transfer or by electronic bank transfer.
Please note that the fund does not accept cash, money orders,
traveler's checks, starter checks, third party checks (except checks
for retirement plan asset transfers and rollovers or for Uniform
Gift to Minors Act/Uniform Transfers to Minors Act accounts), checks
drawn on foreign banks or checks issued by credit card companies or
Internet-based companies. Thus,
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS
If you ever have difficulty placing an order by phone or Internet, you can send
us your order in writing.
36 | Policies You Should Know About
subject to the foregoing exceptions for certain third party checks,
checks that are otherwise permissible must be drawn by the account
holder on a domestic bank and must be payable to the fund.
SIGNATURE GUARANTEE. When you want to sell more than $100,000 worth
of shares or send proceeds to a third party or to a new address,
you'll usually need to place your order in writing and include a
signature guarantee. However, if you want money wired to a bank
account that is already on file with us, you don't need a signature
guarantee. Also, generally you don't need a signature guarantee for
an exchange, although we may require one in certain other
circumstances.
A signature guarantee is simply a certification of your signature -
a valuable safeguard against fraud. You can get a signature
guarantee from an eligible guarantor institution, including
commercial banks, savings and loans, trust companies, credit unions,
member firms of a national stock exchange or any member or
participant of an approved signature guarantor program. Note that
you can't get a signature guarantee from a notary public and we must
be provided the original guarantee.
SELLING SHARES OF TRUST ACCOUNTS AND BUSINESS OR ORGANIZATION
ACCOUNTS may require additional documentation. Please call (800)
621-1048 or contact your financial advisor for more information.
WHEN YOU SELL SHARES THAT HAVE A CDSC, we calculate the CDSC as a
percentage of what you paid for the shares or what you are selling
them for - whichever results in the lower charge to you. In
processing orders to sell shares, the shares with the lowest CDSC
are sold first. Exchanges from one fund into another don't affect
CDSCs; for each investment you make, the date you first bought
shares is the date we use to calculate a CDSC on that particular
investment.
There are certain cases in which you may be exempt from a CDSC.
These include:
- the death or disability of an account owner (including a joint
owner). This waiver applies only under certain conditions. Please
contact your financial advisor or Shareholder Services to
determine if the conditions exist
- withdrawals made through an automatic withdrawal plan. Such
withdrawals may be made at a maximum of 12% per year of the net
asset value of the account
Policies You Should Know About | 37
- withdrawals related to certain retirement or benefit plans
- redemptions for certain loan advances, hardship provisions or
returns of excess contributions from retirement plans
- for Class A shares purchased through the Large Order NAV Purchase
Privilege, redemption of shares whose dealer of record at the
time of the investment notifies the Distributor that the dealer
waives the applicable commission
- for Class C shares, redemption of shares purchased through a
dealer-sponsored asset allocation program maintained on an
omnibus record-keeping system, provided the dealer of record has
waived the advance of the first year distribution and service
fees applicable to such shares and has agreed to receive such
fees quarterly
In each of these cases, there are a number of additional provisions
that apply in order to be eligible for a CDSC waiver. Your financial
advisor or Shareholder Services can answer your questions and help
you determine if you are eligible.
IF YOU SELL SHARES IN A DWS FUND AND THEN DECIDE TO INVEST WITH DWS
SCUDDER AGAIN WITHIN SIX MONTHS, you may be able to take advantage
of the "reinstatement feature." With this feature, you can put your
money back into the same class of a DWS fund at its current NAV and,
for purposes of a sales charge, it will be treated as if it had
never left DWS Scudder.
You'll be reimbursed (in the form of fund shares) for any CDSC you
paid when you sold. Future CDSC calculations will be based on your
original investment date, rather than your reinstatement date. There
is also an option that lets investors who sold Class B shares buy
Class A shares (if available) with no sales charge, although they
won't be reimbursed for any CDSC they paid. You can only use the
reinstatement feature once for any given group of shares. To take
advantage of this feature, contact Shareholder Services or your
financial advisor.
MONEY FROM SHARES YOU SELL is normally sent out within one business
day of when your order is processed (not when it is received),
although it could be delayed for up to seven days. There are other
circumstances when it could be longer: When you are selling shares
you bought recently by check (redemption proceeds from such a sale
are unavailable until the check has cleared), when you make
purchases by ACH (the funds will be placed under a 10 calendar day
hold to ensure good funds) or when unusual circumstances prompt the
SEC to allow further
38 | Policies You Should Know About
delays. Certain expedited redemption processes may also be delayed
when you are selling recently purchased shares or in the event of
closing of the Federal Reserve Bank's wire payment system. In
addition, the fund reserves the right to suspend or postpone
redemptions as permitted pursuant to Section 22(e) of the Investment
Company Act of 1940. Generally, those circumstances are when 1) the
New York Stock Exchange is closed other than customary weekend or
holiday closings; 2) trading on the New York Stock Exchange is
restricted; 3) an emergency exists which makes the disposal of
securities owned by the fund or the fair determination of the value
of the fund's net assets not reasonably practicable; or 4) the SEC,
by order, permits the suspension of the right of redemption.
Redemption payments by wire may also be delayed in the event of a
non-routine closure of the Federal Reserve wire payment system. For
additional rights reserved by the fund, please see "Other rights we
reserve."
You may obtain additional information about other ways to sell your
shares by contacting your financial advisor.
How the fund calculates share price
To calculate net asset value, or NAV, each share class uses the
following equation:
TOTAL ASSETS - TOTAL LIABILITIES
----------------------------------------- = NAV
TOTAL NUMBER OF SHARES OUTSTANDING
The price at which you buy shares is the NAV, although for Class A
shares it will be adjusted to allow for any applicable sales charge
(see "Choosing a Share Class"). The price at which you sell shares
is also the NAV, although a CDSC may be taken out of the proceeds
(see "Choosing a Share Class").
THE FUND CHARGES A REDEMPTION FEE EQUAL TO 2.00% of the value of
shares redeemed or exchanged within 15 days. Please see "Policies
about transactions - Redemption fees" for further information.
WE TYPICALLY VALUE SECURITIES USING INFORMATION FURNISHED BY AN
INDEPENDENT PRICING SERVICE OR MARKET QUOTATIONS, WHERE APPROPRIATE.
However, we may use methods approved by the fund's Board, such as a
fair valuation model, which are intended to reflect fair value when
pricing service information or market quotations are not readily
available or when a security's value or
Policies You Should Know About | 39
a meaningful portion of the value of the fund's portfolio is
believed to have been materially affected by a significant event,
such as a natural disaster, an economic event like a bankruptcy
filing, or a substantial fluctuation in domestic or foreign markets
that has occurred between the close of the exchange or market on
which the security is principally traded (for example, a foreign
exchange or market) and the close of the New York Stock Exchange. In
such a case, the fund's value for a security is likely to be
different from the last quoted market price or pricing service
information. In addition, due to the subjective and variable nature
of fair value pricing, it is possible that the value determined for
a particular asset may be materially different from the value
realized upon such asset's sale. It is expected that the greater the
percentage of fund assets that is invested in non-US securities, the
more extensive will be the fund's use of fair value pricing. This is
intended to reduce the fund's exposure to "time zone arbitrage" and
other harmful trading practices. (See "Market timing policies and
procedures.")
TO THE EXTENT THAT THE FUND INVESTS IN SECURITIES THAT ARE TRADED
PRIMARILY IN FOREIGN MARKETS, the value of its holdings could change
at a time when you aren't able to buy or sell fund shares. This is
because some foreign markets are open on days or at times when the
fund doesn't price its shares. (Note that prices for securities that
trade on foreign exchanges can change significantly on days when the
New York Stock Exchange is closed and you cannot buy or sell fund
shares. Price changes in the securities the fund owns may ultimately
affect the price of fund shares the next time the NAV is
calculated.)
40 | Policies You Should Know About
Other rights we reserve
You should be aware that we may do any of the following:
- withdraw or suspend the offering of shares at any time
- withhold a portion of your distributions and redemption proceeds
as federal income tax if we have been notified by the IRS that
you are subject to backup withholding or if you fail to provide
us with a correct taxpayer ID number and certain certifications
or certification that you are exempt from backup withholding
- reject a new account application if you don't provide any
required or requested identifying information, or for any other
reason
- refuse, cancel, limit or rescind any purchase or exchange order,
without prior notice; freeze any account (meaning you will not be
able to purchase fund shares in your account); suspend account
services; and/or involuntarily redeem your account if we think
that the account is being used for fraudulent or illegal
purposes; one or more of these actions will be taken when, at our
sole discretion, they are deemed to be in the fund's best
interest or when the fund is requested or compelled to do so by
governmental authority or by applicable law
- close and liquidate your account if we are unable to verify your
identity, or for other reasons; if we decide to close your
account, your fund shares will be redeemed at the net asset value
per share next calculated after we determine to close your
account (less any applicable sales charges or redemption fees);
you may recognize a gain or loss on the redemption of your fund
shares and incur a tax liability
- pay you for shares you sell by "redeeming in kind," that is, by
giving you marketable securities (which typically will involve
brokerage costs for you to liquidate) rather than cash, but which
will be taxable to the same extent as a redemption for cash; the
fund generally won't make a redemption in kind unless your
requests over a 90-day period total more than $250,000 or 1% of
the value of the fund's net assets, whichever is less
- change, add or withdraw various services, fees and account
policies (for example, we may adjust the fund's investment
minimums at any time)
Policies You Should Know About | 41
UNDERSTANDING DISTRIBUTIONS AND TAXES
The fund intends to distribute to its shareholders virtually all of
its net earnings. The fund can earn money in two ways: by receiving
interest, dividends or other income from securities it holds and by
selling securities for more than it paid for them. (The fund's
earnings are separate from any gains or losses stemming from your
own purchase and sale of shares.) The fund may not always pay a
dividend or distribution for a given period.
THE FUND INTENDS TO PAY DISTRIBUTIONS OF SUBSTANTIALLY ALL OF ITS
INCOME SEMIANNUALLY. The fund intends to pay distributions from
realized capital gains annually, usually in December. If necessary,
the fund may distribute at other times as needed.
Dividends or distributions declared to shareholders of record in the
last quarter of a given calendar year are treated for federal income
tax purposes as if they were received on December 31 of that year,
provided such dividends or distributions are paid by the end of the
following January.
For federal income tax purposes, income and capital gains
distributions are generally taxable. However, dividends and
distributions received by retirement plans qualifying for tax
exemption under federal income tax laws generally will not be
taxable.
YOU CAN CHOOSE HOW TO RECEIVE YOUR DIVIDENDS AND DISTRIBUTIONS. You
can have them all automatically reinvested in fund shares (at NAV),
all deposited directly to your bank account or all sent to you by
check, have one type reinvested and the other sent to you by check
or have them invested in a different fund. Tell us your preference
on your application. If you don't indicate a preference, your
dividends and distributions will all be reinvested in shares of the
fund without a sales charge (if applicable). Distributions are
treated the same for federal income tax purposes whether you receive
them in cash or reinvest them in additional shares. For
employer-sponsored qualified plans, and retirement plans,
reinvestment (at NAV) is the only option.
BUYING, SELLING OR EXCHANGING FUND SHARES WILL USUALLY HAVE FEDERAL
INCOME TAX CONSEQUENCES FOR YOU (except in employer-sponsored
qualified plans, IRAs or other tax-advantaged accounts). Your sale
of shares may result in a capital
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS
Because each shareholder's tax situation is unique, ask your tax professional
about the tax consequences of your investments, including any state and local
tax consequences.
42 | Understanding Distributions and Taxes
gain or loss. The gain or loss will be long-term or short-term
depending on how long you owned the shares that were sold. For
federal income tax purposes, an exchange is treated the same as a
sale.
THE FEDERAL INCOME TAX STATUS of the fund's earnings you receive and
your own fund transactions generally depend on their type:
- --------------------------------------------------------------------------------
GENERALLY TAXED AT LONG-TERM GENERALLY TAXED AT ORDINARY
CAPITAL GAIN RATES: INCOME RATES:
- --------------------------------------------------------------------------------
DISTRIBUTIONS FROM THE FUND
- - gains from the sale of - gains from the sale of
securities held (or treated securities held by the fund for
as held) by the fund for one year or less
more than one year
- - qualified dividend income - all other taxable income
- --------------------------------------------------------------------------------
TRANSACTIONS INVOLVING FUND
SHARES
- - gains from selling fund - gains from selling fund
shares held for more than shares held for one year or
one year less
- --------------------------------------------------------------------------------
ANY DIRECT INVESTMENTS IN FOREIGN SECURITIES BY THE FUND MAY BE
SUBJECT TO FOREIGN WITHHOLDING TAXES. In that case, the fund's yield
on those securities would generally be decreased. Shareholders
generally will not be entitled to claim a credit or deduction with
respect to foreign taxes paid by the fund. In addition, any
investments in foreign securities or foreign currencies may increase
or accelerate the fund's recognition of ordinary income and may
affect the timing or amount of the fund's distributions. If you
invest in the fund through a taxable account, your after-tax return
could be negatively impacted.
To the extent that the fund invests in certain debt obligations or
certain other securities, investments in these obligations or
securities may cause the fund to recognize taxable income in excess
of the cash generated by such obligations. Thus, the fund could be
required at times to liquidate other investments in order to satisfy
its distribution requirements.
For taxable years beginning before January 1, 2011, distributions to
individuals and other noncorporate shareholders of investment income
designated by the fund as derived from qualified dividend income are
eligible for taxation for federal income tax purposes at the more
favorable long-term capital
Understanding Distributions and Taxes | 43
gain rates. Qualified dividend income generally includes dividends
from domestic and some foreign corporations. It does not include
income from investments in debt securities or, generally, from
REITs. In addition, the fund must meet certain holding period and
other requirements with respect to the dividend-paying stocks in its
portfolio and the shareholder must meet certain holding period and
other requirements with respect to the fund's shares for the lower
tax rates to apply.
For taxable years beginning before January 1, 2011, the maximum
federal income tax rate imposed on long-term capital gains
recognized by individuals and other noncorporate shareholders has
been reduced to 15%. For more information, see the Statement of
Additional Information, under "Taxes."
YOUR FUND WILL SEND YOU DETAILED FEDERAL INCOME TAX INFORMATION
EVERY JANUARY. These statements tell you the amount and the federal
income tax classification of any dividends or distributions you
received. They also have certain details on your purchases and sales
of shares.
IF YOU INVEST RIGHT BEFORE THE FUND PAYS A DIVIDEND, you'll be
getting some of your investment back as a taxable dividend. You can
avoid this by investing after the fund declares a dividend. In
tax-advantaged retirement accounts you do not need to worry about
this.
If the fund's distributions exceed its income and capital gains
realized in any year, all or a portion of those distributions may be
treated for tax purposes as a return of capital. A return of capital
will generally not be taxable to you but will reduce the cost basis
of your shares and result in a higher capital gain or a lower
capital loss when you sell your shares.
CORPORATIONS are taxed at the same rates on ordinary income and
capital gains, but may be eligible for a dividends-received
deduction for a portion of the income dividends they receive from
the fund, provided certain holding period and other requirements are
met.
The above discussion is applicable to shareholders who are US
persons. If you are a non-US person, please consult your own tax
advisor with respect to the US tax consequences to you of an
investment in the fund.
44 | Understanding Distributions and Taxes
APPENDIX
- --------------------------------------------------------------------------------
Hypothetical Expense Summary
Using the annual fund operating expense ratios presented in the fee
tables in the fund prospectus, the Hypothetical Expense Summary
shows the estimated fees and expenses, in actual dollars, that would
be charged on a hypothetical investment of $10,000 in the fund held
for the next 10 years and the impact of such fees and expenses on
fund returns for each year and cumulatively, assuming a 5% return
for each year. The tables also assume that all dividends and
distributions are reinvested and that Class B shares convert to
Class A shares after six years. The annual fund expense ratios shown
are net of any contractual fee waivers or expense reimbursements, if
any, for the period of the contractual commitment. The tables
reflect the maximum initial sales charge, if any, but do not reflect
any contingent deferred sales charge or redemption fees, if any,
which may be payable upon redemption. If contingent deferred sales
charges or redemption fees were shown, the "Hypothetical Year-End
Balance After Fees and Expenses" amounts shown would be lower and
the "Annual Fees and Expenses" amounts shown would be higher. Also,
please note that if you are investing through a third party
provider, that provider may have fees and expenses separate from
those of the fund that are not reflected here. Mutual fund fees and
expenses fluctuate over time and actual expenses may be higher or
lower than those shown.
The Hypothetical Expense Summary should not be used or construed as
an offer to sell, a solicitation of an offer to buy or a
recommendation or endorsement of any specific mutual fund. You
should carefully review the fund's prospectus to consider the
investment objectives, risks, expenses and charges of the fund prior
to investing.
Appendix | 45
DWS Equity Partners Fund - Class A
MAXIMUM INITIAL HYPOTHETICAL ASSUMED RATE
SALES CHARGE: INVESTMENT: OF RETURN:
5.75% $10,000 5%
- ---------------------------------------------------------------------------------------------
HYPOTHETICAL
CUMULATIVE ANNUAL CUMULATIVE YEAR-END
RETURN BEFORE FUND RETURN AFTER BALANCE AFTER ANNUAL FEES
FEES AND EXPENSE FEES AND FEES AND AND
YEAR EXPENSES RATIOS EXPENSES EXPENSES EXPENSES
1 5.00% 1.21% -2.18% $ 9,782.21 $ 691.20
- ---------------------------------------------------------------------------------------------
2 10.25% 1.21% 1.53% $ 10,152.95 $ 120.61
- ---------------------------------------------------------------------------------------------
3 15.76% 1.21% 5.38% $ 10,537.75 $ 125.18
- ---------------------------------------------------------------------------------------------
4 21.55% 1.21% 9.37% $ 10,937.13 $ 129.92
- ---------------------------------------------------------------------------------------------
5 27.63% 1.21% 13.52% $ 11,351.65 $ 134.85
- ---------------------------------------------------------------------------------------------
6 34.01% 1.21% 17.82% $ 11,781.88 $ 139.96
- ---------------------------------------------------------------------------------------------
7 40.71% 1.21% 22.28% $ 12,228.41 $ 145.26
- ---------------------------------------------------------------------------------------------
8 47.75% 1.21% 26.92% $ 12,691.87 $ 150.77
- ---------------------------------------------------------------------------------------------
9 55.13% 1.21% 31.73% $ 13,172.89 $ 156.48
- ---------------------------------------------------------------------------------------------
10 62.89% 1.21% 36.72% $ 13,672.14 $ 162.41
- ---------------------------------------------------------------------------------------------
TOTAL $ 1,956.64
- ---------------------------------------------------------------------------------------------
DWS Equity Partners Fund - Class B
MAXIMUM INITIAL HYPOTHETICAL ASSUMED RATE
SALES CHARGE: INVESTMENT: OF RETURN:
0.00% $10,000 5%
- ---------------------------------------------------------------------------------------------
HYPOTHETICAL
CUMULATIVE ANNUAL CUMULATIVE YEAR-END
RETURN BEFORE FUND RETURN AFTER BALANCE AFTER ANNUAL
FEES AND EXPENSE FEES AND FEES AND FEES AND
YEAR EXPENSES RATIOS EXPENSES EXPENSES EXPENSES
- ---------------------------------------------------------------------------------------------
1 5.00% 2.09% 2.91% $ 10,291.00 $ 212.04
- ---------------------------------------------------------------------------------------------
2 10.25% 2.09% 5.90% $ 10,590.47 $ 218.21
- ---------------------------------------------------------------------------------------------
3 15.76% 2.09% 8.99% $ 10,898.65 $ 224.56
- ---------------------------------------------------------------------------------------------
4 21.55% 2.09% 12.16% $ 11,215.80 $ 231.10
- ---------------------------------------------------------------------------------------------
5 27.63% 2.09% 15.42% $ 11,542.18 $ 237.82
- ---------------------------------------------------------------------------------------------
6 34.01% 2.09% 18.78% $ 11,878.06 $ 244.74
- ---------------------------------------------------------------------------------------------
7 40.71% 1.21% 23.28% $ 12,328.24 $ 146.45
- ---------------------------------------------------------------------------------------------
8 47.75% 1.21% 27.95% $ 12,795.48 $ 152.00
- ---------------------------------------------------------------------------------------------
9 55.13% 1.21% 32.80% $ 13,280.43 $ 157.76
- ---------------------------------------------------------------------------------------------
10 62.89% 1.21% 37.84% $ 13,783.75 $ 163.74
- ---------------------------------------------------------------------------------------------
TOTAL $ 1,988.42
- ---------------------------------------------------------------------------------------------
46 | Appendix
DWS Equity Partners Fund - Class C
MAXIMUM INITIAL HYPOTHETICAL ASSUMED RATE
SALES CHARGE: INVESTMENT: OF RETURN:
0.00% $10,000 5%
- ---------------------------------------------------------------------------------------------
HYPOTHETICAL
CUMULATIVE ANNUAL CUMULATIVE YEAR-END
RETURN BEFORE FUND RETURN AFTER BALANCE AFTER ANNUAL FEES
FEES AND EXPENSE FEES AND FEES AND AND
YEAR EXPENSES RATIOS EXPENSES EXPENSES EXPENSES
- ---------------------------------------------------------------------------------------------
1 5.00% 2.01% 2.99% $ 10,299.00 $ 204.00
- ---------------------------------------------------------------------------------------------
2 10.25% 2.01% 6.07% $ 10,606.94 $ 210.10
- ---------------------------------------------------------------------------------------------
3 15.76% 2.01% 9.24% $ 10,924.09 $ 216.39
- ---------------------------------------------------------------------------------------------
4 21.55% 2.01% 12.51% $ 11,250.72 $ 222.86
- ---------------------------------------------------------------------------------------------
5 27.63% 2.01% 15.87% $ 11,587.11 $ 229.52
- ---------------------------------------------------------------------------------------------
6 34.01% 2.01% 19.34% $ 11,933.57 $ 236.38
- ---------------------------------------------------------------------------------------------
7 40.71% 2.01% 22.90% $ 12,290.38 $ 243.45
- ---------------------------------------------------------------------------------------------
8 47.75% 2.01% 26.58% $ 12,657.87 $ 250.73
- ---------------------------------------------------------------------------------------------
9 55.13% 2.01% 30.36% $ 13,036.34 $ 258.23
- ---------------------------------------------------------------------------------------------
10 62.89% 2.01% 34.26% $ 13,426.12 $ 265.95
- ---------------------------------------------------------------------------------------------
TOTAL $ 2,337.61
- ---------------------------------------------------------------------------------------------
Appendix | 47
TO GET MORE INFORMATION
SHAREHOLDER REPORTS - These include commentary from the fund's management team
about recent market conditions and the effects of the fund's strategies on its
performance. They also have detailed performance figures, a list of everything
the fund owns, and its financial statements. Shareholders get these reports
automatically.
STATEMENT OF ADDITIONAL INFORMATION (SAI) - This tells you more about the
fund's features and policies, including additional risk information. The SAI is
incorporated by reference into this document (meaning that it's legally part of
this prospectus).
For a free copy of any of these documents or to request other information about
the fund, call (800) 621-1048, or contact DWS Scudder at the address listed
below. The fund's SAI and shareholder reports are also available through the
DWS Scudder Web site at www.dws-scudder.com. These documents and other
information about the fund are available from the EDGAR Database on the SEC's
Internet site at www.sec.gov. If you like, you may obtain copies of this
information, after paying a copying fee, by e-mailing a request to
publicinfo@sec.gov or by writing the SEC at the address listed below. You can
also review and copy these documents and other information about the fund,
including the fund's SAI, at the SEC's Public Reference Room in Washington,
D.C. Information on the operation of the SEC's Public Reference Room may be
obtained by calling (800) SEC-0330.
DWS SCUDDER SEC DISTRIBUTOR
- --------------------- -------------------- -------------------------------
PO Box 219151 100 F Street, N.E. DWS Scudder Distributors, Inc.
Kansas City, MO Washington, D.C. 222 South Riverside Plaza
64121-9151 20549-0102 Chicago, IL 60606-5808
WWW.DWS-SCUDDER.COM WWW.SEC.GOV (800) 621-1148
(800) 621-1048 (800) SEC-0330
SEC FILE NUMBER:
DWS Equity Partners Fund, Inc. DWS Equity Partners Fund 811-08886
(10/01/07) DEPF-1
[RECYCLED PAPER GRAPHIC APPEARS HERE] [DWS SCUDDER LOGO GRAPHIC APPEARS HERE]
SUPPLEMENT TO THE CURRENTLY EFFECTIVE INSTITUTIONAL CLASS
PROSPECTUS OF EACH OF THE LISTED FUNDS/PORTFOLIOS:
----------------------
Cash Reserve Fund, Inc.: DWS Dreman Small Cap Value Fund DWS Large Company Growth Fund
Prime Series DWS EAFE(R) Equity Index Fund DWS Lifecycle Long Range Fund
DWS Alternative Asset Allocation Plus Fund DWS Emerging Markets Equity Fund DWS LifeCompass Income Fund
Cash Management Fund Institutional DWS Emerging Markets Fixed Income Fund DWS LifeCompass Protect Fund
DWS Balanced Fund DWS Equity 500 Index Fund DWS Managed Municipal Bond Fund
DWS Blue Chip Fund DWS Equity Income Fund DWS Micro Cap Fund
DWS Capital Growth Fund DWS Equity Partners Fund DWS Mid Cap Growth Fund
DWS Climate Change Fund DWS Europe Equity Fund DWS Money Market Series
DWS Commodity Securities Fund DWS Floating Rate Plus Fund DWS RREEF Global Real Estate Securities
DWS Communications Fund DWS Gold & Precious Metals Fund Fund
DWS Core Fixed Income Fund DWS Growth & Income Fund DWS RREEF Global Infrastructure Fund
DWS Core Plus Allocation Fund DWS Health Care Fund DWS RREEF Real Estate Securities Fund
DWS Core Plus Income Fund DWS High Income Fund DWS Short Duration Fund
DWS Disciplined Long/Short Growth Fund DWS High Income Plus Fund DWS Short-Term Municipal Bond Fund
DWS Disciplined Long/Short Value Fund DWS Inflation Protected Plus Fund DWS Small Cap Growth Fund
DWS Disciplined Market Neutral Fund DWS Intermediate Tax/AMT Free Fund DWS Strategic Government Securities Fund
DWS Dreman Concentrated Value Fund DWS International Fund DWS Strategic High Yield Tax Free Fund
DWS Dreman High Return Equity Fund DWS International Select Equity Fund DWS Technology Fund
DWS Dreman Mid Cap Value Fund DWS International Value Opportunities Fund DWS U.S. Bond Index Fund
DWS Large Cap Value Fund DWS Value Builder Fund
- --------------------------------------------------------------------------------
On or about July 25, 2008, the following information replaces in its entirety
the disclosure under "Investment minimums" in the "Buying and Selling
Institutional Class Shares" section of each fund's/portfolio's Institutional
Class prospectus:
Investment minimums
Your initial investment must be for at least $1,000,000. There are no minimum
subsequent investment requirements. The minimum initial investment is waived
for:
o Shareholders with existing accounts prior to August 13, 2004 who met the
previous minimum investment eligibility requirement.
o Investment advisory affiliates of Deutsche Bank Securities, Inc., DWS funds
or Deutsche funds purchasing shares for the accounts of their investment
advisory clients.
o Employee benefit plans with assets of at least $50 million.
o Clients of the private banking division of Deutsche Bank AG.
o Institutional clients and qualified purchasers that are clients of a division
of Deutsche Bank AG.
o A current or former director or trustee of the Deutsche or DWS mutual funds.
o An employee, the employee's spouse or life partner and children or
stepchildren age 21 or younger of Deutsche Bank or its affiliates or a
sub-advisor to any fund in the DWS family of funds or a broker-dealer
authorized to sell shares of the funds.
[Logo]DWS
INVESTMENTS
Deutsche Bank Group
July 25, 2008
DMF-3672
o For DWS Capital Growth Fund, DWS Core Fixed Income Fund, DWS Dreman High
Return Equity Fund and DWS Dreman Small Cap Value Fund only: Shareholders
with existing Institutional Class accounts prior to July 23, 2007 who
purchased shares through certain broker-dealers authorized to sell shares of
the funds.
o Registered investment advisors who trade through platforms approved by the
Advisor and whose client assets in the aggregate meet or, in the Advisor's
judgment, will meet within a reasonable period of time, the $1,000,000
minimum investment.
o Employee benefit plan platforms approved by the Advisor that invest in the
fund through an omnibus account, and that meet, or in the Advisor's judgment,
will meet within a reasonable period of time, the $1,000,000 minimum
investment.
Each fund reserves the right to modify the above eligibility requirements and
investment minimums at any time. In addition, each Fund, in its discretion, may
waive the minimum initial investment for specific employee benefit plans (or
family of plans) whose aggregate investment in Institutional Class shares of the
Fund equals or exceeds the minimum initial investment amount but where a
particular account or program may not on its own meet such minimum amount.
Please Retain This Supplement for Future Reference
July 25, 2008
DMF-3672
SUPPLEMENT TO THE CURRENTLY EFFECTIVE PROSPECTUSES OF EACH OF THE LISTED
FUNDS/PORTFOLIOS:
----------------------
Cash Account Trust: DWS Equity Partners Fund DWS Mid Cap Growth Fund
Government & Agency Securities Portfolio DWS Europe Equity Fund DWS Money Market Prime Series
Money Market Portfolio DWS Floating Rate Plus Fund DWS Money Market Series
Tax-Exempt Portfolio DWS Global Bond Fund DWS New York Tax-Free Income Fund
Cash Management Fund Institutional DWS Global Opportunities Fund DWS RREEF Global Infrastructure Fund
Cash Reserve Fund, Inc.: DWS Global Thematic Fund DWS RREEF Global Real Estate Securities
Prime Series DWS GNMA Fund Fund
Cash Reserves Fund Institutional DWS Gold & Precious Metals Fund DWS RREEF Real Estate Securities Fund
DWS Alternative Asset Allocation Plus Fund DWS Growth & Income Fund DWS S&P 500 Index Fund
DWS Balanced Fund DWS Health Care Fund DWS Short Duration Fund
DWS Blue Chip Fund DWS High Income Fund DWS Short Duration Plus Fund
DWS California Tax-Free Income Fund DWS High Income Plus Fund DWS Short-Term Municipal Bond Fund
DWS Capital Growth Fund DWS Inflation Protected Plus Fund DWS Small Cap Core Fund
DWS Climate Change Fund DWS Intermediate Tax/AMT Free Fund DWS Small Cap Growth Fund
DWS Commodity Securities Fund DWS International Fund DWS Small Cap Value Fund
DWS Communications Fund DWS International Select Equity Fund DWS Strategic Government Securities Fund
DWS Core Fixed Income Fund DWS International Value Opportunities DWS Strategic High Yield Tax Free Fund
DWS Core Plus Allocation Fund Fund DWS Strategic Income Fund
DWS Core Plus Income Fund DWS Japan Equity Fund DWS Target 2010 Fund
DWS Disciplined Long/Short Growth Fund DWS Large Cap Value Fund DWS Target 2011 Fund
DWS Disciplined Long/Short Value Fund DWS Large Company Growth Fund DWS Target 2012 Fund
DWS Disciplined Market Neutral Fund DWS Latin America Equity Fund DWS Target 2013 Fund
DWS Dreman Concentrated Value Fund DWS LifeCompass 2015 Fund DWS Target 2014 Fund
DWS Dreman High Return Equity Fund DWS LifeCompass 2020 Fund DWS Technology Fund
DWS Dreman Mid Cap Value Fund DWS LifeCompass 2030 Fund DWS U.S. Bond Index Fund
DWS Dreman Small Cap Value Fund DWS LifeCompass 2040 Fund DWS Value Builder Fund
DWS EAFE(R) Equity Index Fund DWS LifeCompass Income Fund Investors Cash Trust:
DWS Emerging Markets Equity Fund DWS LifeCompass Protect Fund Treasury Portfolio
DWS Emerging Markets Fixed Income Fund DWS LifeCompass Retirement Fund NY Tax Free Money Fund
DWS Enhanced S&P 500 Index Fund DWS Lifecycle Long Range Fund Tax-Exempt California Money Market Fund
DWS Equity 500 Index Fund DWS Managed Municipal Bond Fund Tax Free Money Fund Investment
DWS Equity Income Fund DWS Massachusetts Tax-Free Fund
DWS Micro Cap Fund
- ------------------------------------------------------------------------------------------------------------------------------------
On or about July 25, 2008, the following information replaces similar disclosure
under "Policies about transactions" in the "Policies You Should Know About"
section of each fund's/portfolio's prospectuses:
Each fund/portfolio accepts payment for shares only in US dollars by check drawn
on a US bank, bank or Federal Funds wire transfer or by electronic bank
transfer. Please note that a fund/portfolio does not accept payment in the
following forms: cash, money orders, traveler's checks, starter checks, checks
drawn on foreign banks or checks issued by credit card companies or
Internet-based companies. In addition, a fund/portfolio generally does not
accept third party checks. A third party check is any check not made payable
directly to DWS Investments, except for any check payable to you from one of
your other DWS accounts. Under certain circumstances, a fund/portfolio may
accept a third party check (i) for retirement plan contributions, asset
transfers and rollovers, (ii) as contributions into Uniform Gift to Minors
Act/Uniform Transfers to Minors Act accounts, (iii) payable from acceptable US
and state government agencies, and (iv) from other DWS funds (such as a
redemption or dividend check) for investment only in a similarly registered
account. Subject to the foregoing, checks should normally be payable to DWS
Investments and drawn by you or a financial institution on your behalf with your
name or account number included with the check.
Please Retain This Supplement for Future Reference
July 25, 2008
DMF-3671
[DWS INVESTMENTS LOGO]
Deutsche Bank Group
SUPPLEMENT TO THE CURRENTLY EFFECTIVE
PROSPECTUSES
-----------------
DWS Equity Partners Fund
The Board of each fund noted below has given preliminary approval to a proposal
by Deutsche Investment Management Americas Inc. ("DIMA"), the advisor of each
such fund, to effect the following fund merger:
- --------------------------------------------------------------------------------
Acquired Fund Acquiring Fund
- --------------------------------------------------------------------------------
DWS Equity Partners Fund DWS Large Cap Value Fund
- --------------------------------------------------------------------------------
Completion of this merger is subject to, among other things: (i) final approval
by the Board of each fund, and (ii) approval by shareholders of the Acquired
Fund. Prior to the shareholder meeting, shareholders of record on the record
date of the Acquired Fund will receive (i) a Proxy Statement/Prospectus
describing in detail the proposed merger and the Board's considerations in
recommending that shareholders approve the merger, (ii) a proxy card and
instructions on how to submit a vote, and (iii) a Prospectus for the Acquiring
Fund.
If the proposed merger is approved by shareholders, the Acquired Fund will be
closed to new investors except as described below. Unless you fit into one of
the investor eligibility categories described below, you may not invest in the
fund following shareholder approval of the merger.
You may continue to purchase fund shares following shareholder approval through
your existing fund account and reinvest dividends and capital gains if, as of
4:00 p.m. Eastern time on the shareholder meeting date, or such later date as
shareholder approval may occur, you are:
o a current fund shareholder; or
o a participant in any group retirement, employee stock bonus, pension or
profit sharing plan that offers the fund as an investment option.
[DWS Scudder Logo]
Deutsche Bank Group
June 3, 2008
DEPF-3601
New accounts may be opened for:
o transfers of shares from existing accounts in this fund (including IRA
rollovers);
o officers, Trustees and Directors of the DWS Funds, and full-time employees
and their family members of DIMA and its affiliates;
o any group retirement, employee stock bonus, pension or profit sharing plan
using the Flex subaccount recordkeeping system made available through ADP
Inc. under an alliance with DWS Scudder Distributors, Inc. ("DWS-SDI")
("Flex Plans");
o any group retirement, employee stock bonus, pension or profit sharing plan,
other than a Flex Plan, that includes the fund as an investment option as
of the shareholder meeting date;
o purchases through any comprehensive or "wrap" fee program or other fee
based program; or
o accounts managed by DIMA, any advisory products offered by DIMA or DWS-SDI
and for the Portfolios of DWS Allocation Series or other fund of funds
managed by DIMA or its affiliates.
Except as otherwise noted, these restrictions apply to investments made directly
with DWS-SDI, the fund's principal underwriter, or through an intermediary
relationship with a financial services firm established with respect to the DWS
Funds as of the shareholder meeting date. Institutions that maintain omnibus
account arrangements are not allowed to open new sub-accounts for new investors,
unless the investor is one of the types listed above. Once an account is closed,
new investments will not be accepted unless you satisfy one of the investor
eligibility categories listed above.
Exchanges into the Acquired Fund will not be permitted unless the exchange is
being made into an existing fund account.
DWS-SDI may, at its discretion, require appropriate documentation that shows an
investor is eligible to purchase Acquired Fund shares.
Please Retain This Supplement for Future Reference
June 3, 2008
DEPF-3601
2
SUPPLEMENT TO THE CURRENTLY EFFECTIVE PROSPECTUSES OF EACH LISTED FUND:
-----------------
DWS Communications Fund
DWS Equity Partners Fund
Each fund's Board has approved the termination of Alex. Brown Investment
Management ("ABIM") as each fund's subadvisor. Effective March 15, 2008,
Deutsche Investment Management Americas Inc. (the "Advisor") will assume all
day-to-day responsibilities that were previously delegated to ABIM.
The following information supplements "The Fund's Main Investment Strategy"
section of each fund's prospectuses:
Other Investments. The fund is permitted, but not required, to use various types
of derivatives (contracts whose value is based on, for example, indices,
currencies or securities). Derivatives may be used for hedging and for risk
management or for non-hedging purposes to seek to enhance potential gains. The
fund may use derivatives in circumstances where portfolio management believes
they offer an economical means of gaining exposure to a particular asset class
or to keep cash on hand to meet shareholder redemptions or other needs while
maintaining exposure to the market. In particular, the fund may use futures and
options. To the extent the fund invests in foreign securities, the fund may
enter into forward currency exchange contracts and buy and sell currency options
to hedge against currency exchange rate fluctuations.
[DWS SCUDDER LOGO]
Deutsche Bank Group
March 7, 2008
DMF-3664
The following information supplements "The Main Risks of Investing in the Fund"
section of each fund's prospectuses:
Derivatives Risk. Risks associated with derivatives include the risk that the
derivative is not well correlated with the security, index or currency to which
it relates; the risk that derivatives may result in losses or missed
opportunities; the risk that the fund will be unable to sell the derivative
because of an illiquid secondary market; the risk that a counterparty is
unwilling or unable to meet its obligation; and the risk that the derivative
transaction could expose the fund to the effects of leverage, which could
increase the fund's exposure to the market and magnify potential losses. There
is no guarantee that derivatives, to the extent employed, will have the intended
effect, and their use could cause lower returns or even losses to the fund. The
use of derivatives by the fund to hedge risk may reduce the opportunity for gain
by offsetting the positive effect of favorable price movements.
The following information revises "The Fund's Main Investment Strategy" and "The
Main Risks of Investing in the Fund" sections of each fund's prospectuses.
Where applicable all references to "Advisors" are replaced with "Advisor."
2
March 7, 2008
DMF-3664
The following information replaces similar disclosure in "The Fund's Performance
History" section of DWS Communications Fund's Class A, B, and C prospectus.
DWS Communications Fund
Average Annual Total Returns (%) as of 12/31/2007 (Fund returns include the
effects of maximum sales loads.)
- --------------------------------------------------------------------------------
1 Year 5 Years 10 Years
- --------------------------------------------------------------------------------
Class A
- --------------------------------------------------------------------------------
Return before Taxes -6.23 14.21 3.91
- --------------------------------------------------------------------------------
Return after Taxes on -6.23 14.21 3.33
Distributions
- --------------------------------------------------------------------------------
Return after Taxes on -4.05* 12.50 3.36*
Distributions and Sale of Fund
Shares
- --------------------------------------------------------------------------------
Class B (Return before Taxes) -4.26 14.44 3.67
- --------------------------------------------------------------------------------
Class C (Return before Taxes) -1.29 14.56 3.68
- --------------------------------------------------------------------------------
MSCI World Index (reflects no 9.04 16.96 7.00
deductions for fees, expenses or
taxes)
- --------------------------------------------------------------------------------
MSCI World Telecom Services Index 22.28 17.02 n/a**
(reflects no deductions for fees,
expenses or taxes)
- --------------------------------------------------------------------------------
S&P 500 Index (reflects no 5.49 12.83 5.91
deductions for fees, expenses or
taxes)
- --------------------------------------------------------------------------------
MSCI World Index is an unmanaged capitalization-weighted measure of stock
markets around the world, including North America, Europe, Australia and Asia.
MSCI World Telecom Services Index is an unmanaged index that tracks telecom
securities from around the world.
Standard & Poor's 500 Index (S&P 500) is a capitalization-weighted index of 500
stocks. The index is designed to measure performance of the broad domestic
economy through changes in the aggregate market value of 500 stocks
representing all major industries.
Total returns would have been lower if operating expenses hadn't been reduced.
On March 13, 2008, the MSCI World Index will replace the S&P 500 as the fund's
primary benchmark index because the advisor believes that it more accurately
reflects the fund's investment strategy.
* Return after Taxes on Distributions and Sale of Fund Shares is higher than
other return figures for the same period due to a capital loss occurring
upon redemption resulting in an assumed tax deduction for the shareholder.
** Index began on 12/31/1998.
- --------------------------------------------------------------------------------
Current performance may be higher or lower than the performance data quoted
above. For more recent performance information, call your financial advisor or
(800) 621-1048 or visit our Web site at www.dws-scudder.com.
March 7, 2008
DMF-3664
3
The following information replaces similar disclosure in "The Fund's Performance
History" section of DWS Communications Fund's Institutional Class prospectus.
DWS Communications Fund
Annual Total Returns (%) as of 12/31/2007
- --------------------------------------------------------------------------------
1 Year 5 Years Since Inception*
- --------------------------------------------------------------------------------
Institutional Class
- --------------------------------------------------------------------------------
Return before Taxes -0.21 15.93 3.00
- --------------------------------------------------------------------------------
Return after Taxes on Distributions -0.21 15.93 2.40
- --------------------------------------------------------------------------------
Return after Taxes on Distributions -0.14** 14.05 2.54**
and Sale of Fund Shares
- --------------------------------------------------------------------------------
MSCI World Index (reflects no 9.04 16.96 5.86
deductions for fees, expenses or taxes)
- --------------------------------------------------------------------------------
MSCI World Telecom Services Index 22.28 17.02 n/a***
(reflects no deductions for fees,
expenses or taxes)
- --------------------------------------------------------------------------------
S&P 500 Index (reflects no deductions 5.49 12.83 4.82
for fees, expenses or taxes)
- --------------------------------------------------------------------------------
Standard & Poor's 500 Index (S&P 500) is a capitalization-weighted index of 500
stocks. The index is designed to measure performance of the broad domestic
economy through changes in the aggregate market value of 500 stocks
representing all major industries.
On March 13, 2008, the MSCI World Index will replace the S&P 500 as the fund's
primary benchmark index because the advisor believes that it more accurately
reflects the fund's investment strategy.
* Since June 4, 1998. Index comparison begins on May 31, 1998.
** Return after Taxes on Distributions and Sale of Fund Shares is higher than
other return figures for the same period due to a capital loss occurring
upon redemption resulting in an assumed tax deduction for the shareholder.
*** Index began on 12/31/1998.
- --------------------------------------------------------------------------------
Current performance may be higher or lower than the performance data quoted
above. For more recent performance information, call your financial advisor or
(800) 621-1048 or visit our Web site at www.dws-scudder.com.
4
March 7, 2008
DMF-3664
The following information revises the "Who Manages and Oversees the Fund"
section of each fund's prospectuses. The subadvisor relationship with ABIM has
been terminated; all references to ABIM are not applicable. The Advisor has
assumed all day-to day responsibilities previously performed by ABIM.
The following information replaces similar disclosure in the "Portfolio
management" section of DWS Communications Fund's prospectuses:
The following person handles the day-to-day management of the fund.
Ralf Oberbannscheidt
Lead Portfolio Manager and Director of o Previous positions include
Deutsche Asset Management. portfolio management at SEB
o Lead Portfolio Manager for The Enskilda, Luxembourg and various
European Equity Fund, Inc., The New roles at Dresdner Bank AG,
Germany Fund, Inc. and The Central Germany.
Europe and Russia Fund, Inc. o Masters Degree in International
o Co-lead portfolio manager for Business and Emerging Markets,
Global Agribusiness Fund and global University of Trier, Germany/
equity analyst for Technology and University of Stirling,
Telecoms sectors and Global Scotland; Masters in
(Telecom) sector coordinator: New International Finance, Monterey
York. Institute of International
o Joined Deutsche Asset Management in Studies.
1999, having served as senior
portfolio manager for Global
Equities and Global Sector head for
Telecommunication.
5
March 7, 2008
DMF-3664
The following information replaces similar disclosure in the "Portfolio
management" section of DWS Equity Partners Fund's prospectuses:
The following persons handle the day-to-day management of the fund.
David F. Hone, CFA Thomas Schuessler, PhD
Director of Deutsche Asset Management Director of Deutsche Asset
and Lead Portfolio Manager of the Management and consultant to the
fund. fund.
o Large-Cap Value portfolio manager o Portfolio Manager, Value Equity,
since 2001; lead portfolio manager including US Large Cap Value:
for US Equity Income Fund strategy Frankfurt. Joined Deutsche Asset
since 2003: New York. Management in 1996; moved to DWS
o Joined Deutsche Asset Management in 2001, initially responsible
in 1996; has served Deutsche Asset for technology.
Management as an analyst for o Prior bank experience includes
sectors including consumer Executive Assistant to Dr. Josef
cyclical, consumer staples and Ackermann, CEO of Deutsche Bank,
financials, after 8 years and, from 1996 to 1999,
of experience as an analyst at information technology project
Chubb & Son. manager.
o BA from Villanova University. o PhD, University of Heidelberg,
studies in physics and economics
at University of Heidelberg and
University of Utah.
Please Retain This Supplement for Future Reference
6
March 7, 2008
DMF-3664
SUPPLEMENT TO THE CURRENTLY EFFECTIVE PROSPECTUSES OF EACH OF THE LISTED FUNDS:
----------------------
INSTITUTIONAL CLASS
Cash Reserve Fund, Inc. -- Prime Series DWS Dreman Concentrated Value Fund DWS Large Cap Value Fund
Cash Management Fund Institutional DWS Dreman High Return Equity Fund DWS Large Company Growth Fund
DWS Alternative Asset Allocation Plus Fund DWS Dreman Mid Cap Value Fund DWS LifeCompass Income Fund
DWS Balanced Fund DWS Dreman Small Cap Value Fund DWS LifeCompass Protect Fund
DWS Blue Chip Fund DWS EAFE(R) Equity Index Fund DWS Lifecycle Long Range Fund
DWS Climate Change Fund DWS Equity Income Fund DWS Managed Municipal Bond Fund
DWS Commodity Securities Fund DWS Equity Partners Fund DWS Money Market Series
DWS Communications Fund DWS Europe Equity Fund DWS RREEF Global Real Estate Securities
DWS Core Fixed Income Fund DWS Floating Rate Plus Fund Fund
DWS Core Plus Income Fund DWS Health Care Fund DWS RREEF Real Estate Securities Fund
DWS Core Plus Allocation Fund DWS High Income Plus Fund DWS Short Duration Fund
DWS Disciplined Long/Short Growth Fund DWS High Yield Tax-Free Fund DWS Short Term Municipal Bond Fund
DWS Disciplined Long/Short Value Fund DWS Intermediate Tax/AMT Free Fund DWS Technology Fund
DWS Disciplined Market Neutral Fund DWS International Fund DWS U.S. Bond Index Fund
DWS International Value Opportunities Fund DWS U.S. Government Securities Fund
DWS Value Builder Fund
- ------------------------------------------------------------------------------------------------------------------------------------
The following information amends the last bullet under "Investment minimum" in
the "Buying and Selling Institutional Class Shares" section of each fund's
Institutional Class prospectus:
The minimum initial investment is waived for:
o Registered investment advisors who trade through platforms approved by
the Advisor and whose client assets in the fund in the aggregate meet
(or, in the Advisor's judgment, will meet within a reasonable period of
time) the $1,000,000 minimum investment.
Please Retain This Supplement for Future Reference.
[DWS SCUDDER LOGO]
Deutsche Bank Group
February 1, 2008
DMF-3659
OCTOBER 1, 2007
PROSPECTUS
------------------
INSTITUTIONAL CLASS
DWS EQUITY PARTNERS FUND
As with all mutual funds, the Securities and Exchange Commission (SEC) does not
approve or disapprove these shares or determine whether the information in this
prospectus is truthful or complete. It is a criminal offense for anyone to
inform you otherwise.
[DWS SCUDDER LOGO GRAPHIC APPEARS HERE]
CONTENTS
HOW THE FUND WORKS
4 The Fund's Main Investment
Strategy
5 The Main Risks of Investing in
the Fund
7 The Fund's Performance
History
9 How Much Investors Pay
10 Other Policies and Risks
11 Who Manages and Oversees
the Fund
14 Financial Highlights
HOW TO INVEST IN THE FUND
16 Buying and Selling
Institutional Class Shares
22 Policies You Should Know
About
33 Understanding Distributions
and Taxes
37 Appendix
HOW THE FUND WORKS
On the next few pages, you'll find information about the fund's investment
goal, the main strategies it uses to pursue that goal and the main risks that
could affect performance.
Whether you are considering investing in the fund or are already a shareholder,
you'll want to LOOK THIS INFORMATION OVER CAREFULLY. You may want to keep it on
hand for reference as well.
Remember that mutual funds are investments, not bank deposits. They're not
insured or guaranteed by the FDIC or any other government agency. Their share
prices will go up and down, and you could lose money by investing in them.
You can find DWS prospectuses on the Internet at WWW.DWS-SCUDDER.COM (the Web
site does not form a part of this prospectus).
- --------------------------------------------------------------------------------
Institutional Class
ticker symbol FLIPX
fund number 509
DWS EQUITY PARTNERS FUND
- --------------------------------------------------------------------------------
THE FUND'S MAIN INVESTMENT STRATEGY
The fund seeks to achieve long-term growth of capital and,
secondarily, current income.
The fund seeks to achieve its objectives by investing primarily in
a diversified portfolio of common stocks. Under normal
circumstances, the fund will invest at least 80% of its assets,
valued at the time the security is purchased, in a diversified
portfolio of common stocks.
INVESTMENT PROCESS. The fund's investment advisor and subadvisor
(collectively, for purposes of "The Fund's Main Investment
Strategy," the "Advisors") follow an investment philosophy referred
to as "flexible value." They try to find common stocks that they
believe are undervalued in the marketplace based on such
characteristics as earnings, dividends, cash flow, or asset values.
In evaluating a stock's potential, they also consider other factors
such as historical earnings growth, industry position, the strength
of management and management's commitment to the interests of their
shareholders. The Advisors' strategy gives them the flexibility to
purchase traditional value stocks as well as the stocks of high
growth rate companies. While the fund does not limit its
investments to issuers in a particular capitalization range, the
Advisors currently focus on securities of larger companies. They
look for attractive price-to-value relationships in undervalued
stocks of strong companies with good management. The emphasis is on
individual stock selection, fundamental research, and valuation
flexibility, without rigid constraints.
The Advisors' investment process involves eliminating investments
in companies in which the Advisors' confidence has waned and adding
investments in which their confidence is high. The Advisors try to
avoid selling long-term holdings simply because the holdings have
gone up significantly and buying weaker companies simply because
their stocks have
4 | DWS Equity Partners Fund
lagged. The Advisors' experience over the years has been that,
despite various market levels, there are generally always good
values to take advantage of by using extensive research and
independent thinking.
SECURITIES LENDING. The fund may lend its investment securities in
an amount up to 33 1/3% of its total assets to approved
institutional borrowers who need to borrow securities in order to
complete certain transactions.
THE MAIN RISKS OF INVESTING IN THE FUND
There are several risk factors that could hurt the fund's
performance, cause you to lose money or cause the fund's
performance to trail that of other investments.
STOCK MARKET RISK. The fund is also affected by how the stock
market performs. To the extent the fund invests in a particular
capitalization or market sector, the fund's performance may be
proportionately affected by that segment's general performance.
When stock prices fall, you should expect the value of your
investment to fall as well. Because a stock represents ownership in
its issuer, stock prices can be hurt by poor management, shrinking
product demand and other business risks. These factors may affect
single companies as well as groups of companies. In addition,
movements in financial markets may adversely affect a stock's
price, regardless of how well the company performs. The market as a
whole may not favor the types of investments the fund makes and the
fund may not be able to get an attractive price for them.
STYLE RISK. As with any investment strategy, the "flexible value"
strategy used in managing the fund's portfolio will, at times,
perform better than or worse than other investment styles and the
overall market. If portfolio management overestimates the value or
return potential of one or more common stocks, the fund may
underperform the general equity market.
SECURITY SELECTION RISK. A risk that pervades all investing is the
risk that the securities in the fund's portfolio may decline in
value.
DWS Equity Partners Fund | 5
SECURITIES LENDING RISK. Any loss in the market price of securities
loaned by the fund that occurs during the term of the loan would be
borne by the fund and would adversely affect the fund's
performance. Also, there may be delays in recovery of securities
loaned or even a loss of rights in the collateral should the
borrower of the securities fail financially while the loan is
outstanding. However, loans will be made only to borrowers selected
by the fund's delegate after a review of relevant facts and
circumstances, including the creditworthiness of the borrower.
PRICING RISK. At times, market conditions might make it hard to
value some investments, and the fund may use certain valuation
methodologies for some of its investments, such as fair value
pricing. Given the subjective nature of such methodologies, it is
possible that the value determined for an investment may be
different than the value realized upon such investment's sale. If
the fund has valued its securities too highly, you may end up
paying too much for fund shares when you buy into the fund. If the
fund underestimates the price of its securities, you may not
receive the full market value for your fund shares when you sell.
6 | DWS Equity Partners Fund
THE FUND'S PERFORMANCE HISTORY
While a fund's past performance (before and after taxes) isn't necessarily a
sign of how it will do in the future, it can be valuable for an investor to
know.
The bar chart shows how the performance of the fund's Institutional Class
shares has varied from year to year, which may give some idea of risk. The
table on the following page shows how fund performance compares to relevant
index information (which, unlike the fund performance, does not reflect fees or
expenses). The performance of both the fund and the index information varies
over time. All figures assume reinvestment of dividends and distributions (in
the case of after-tax returns, reinvested net of assumed tax rates).
The table shows returns for Institutional Class shares on a before-tax and
after-tax basis. After-tax returns are estimates calculated using the
historical highest individual federal marginal income tax rates and do not
reflect the impact of state and local taxes. Actual after-tax returns depend on
an investor's tax situation and may differ from those shown in the table.
After-tax returns shown are not relevant for investors who hold their shares
through tax-deferred arrangements, such as 401(k) plans or individual
retirement accounts.
DWS Equity Partners Fund
ANNUAL TOTAL RETURN (%) AS OF 12/31 EACH YEAR - Institutional Class
[BAR GRAPHIC APPEARS HERE]
24.76 25.63 7.54 0.05 3.27 -17.03 33.32 14.46 4.56 15.07
1997 1998 1999 2000 2001 2002 2003 2004 2005 2006
2007 TOTAL RETURN AS OF JUNE 30: 6.77%
FOR THE PERIODS INCLUDED IN THE BAR CHART:
BEST QUARTER: 30.03%, Q4 1998 WORST QUARTER: -16.57%, Q3 1998
DWS Equity Partners Fund | 7
AVERAGE ANNUAL TOTAL RETURNS (%) as of 12/31/2006
- --------------------------------------------------------------------------------
1 YEAR 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
INSTITUTIONAL CLASS
- --------------------------------------------------------------------------------
Return before Taxes 15.07 8.78 10.25
- --------------------------------------------------------------------------------
Return after Taxes on Distributions 14.77 8.36 9.71
- --------------------------------------------------------------------------------
Return after Taxes on Distributions
and Sale of Fund Shares 10.11 7.51 8.91
- --------------------------------------------------------------------------------
STANDARD & POOR'S 500 INDEX (S&P
500) (reflects no deductions for fees,
expenses or taxes) 15.79 6.19 8.42
- --------------------------------------------------------------------------------
STANDARD & POOR'S 500 INDEX (S&P 500) is an unmanaged, capitalization-weighted
index of 500 stocks. The index is designed to measure performance of the broad
domestic economy through changes in the aggregate market value of 500 stocks
representing all major industries.
- --------------------------------------------------------------------------------
Current performance may be higher or lower than the performance data quoted
above. For more recent performance information, call your financial advisor or
(800) 730-1313 or visit our Web site at www.dws-scudder.com.
- --------------------------------------------------------------------------------
The RETURN AFTER TAXES ON DISTRIBUTIONS assumes that an investor holds fund
shares at the end of the period. The number represents only the fund's taxable
distributions and not a shareholder's gain or loss from selling fund shares.
The RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES assumes that an
investor sold his or her fund shares at the end of the period. The number
reflects both the fund's taxable distributions and a shareholder's gain or loss
from selling fund shares.
8 | DWS Equity Partners Fund
HOW MUCH INVESTORS PAY
This table describes the fees and expenses that you may pay if you buy and hold
fund shares. This information doesn't include any fees that may be charged by
your financial advisor.
- --------------------------------------------------------------------------------
FEE TABLE
- --------------------------------------------------------------------------------
SHAREHOLDER FEES, paid directly from your investment
- --------------------------------------------------------------------------------
Redemption/Exchange fee on shares
owned less than 15 days (as % of
redemption proceeds) 1 2.00%
- --------------------------------------------------------------------------------
ANNUAL OPERATING EXPENSES, deducted from fund assets
- --------------------------------------------------------------------------------
Management Fees 2 0.79%
- --------------------------------------------------------------------------------
Distribution/and or Service (12b-1) Fees None
- --------------------------------------------------------------------------------
Other Expenses 0.10
- --------------------------------------------------------------------------------
TOTAL ANNUAL OPERATING EXPENSES 0.89
- --------------------------------------------------------------------------------
1 This fee is charged on all applicable redemptions or exchanges. Please see
"Policies You Should Know About - Policies about transactions" for further
information.
2 Includes a 0.10% administration fee.
Based on the costs above, this example helps you compare the expenses of
Institutional Class shares to those of other mutual funds. The example assumes
the expenses above remain the same. It also assumes that you invested $10,000,
earned 5% annual returns, and reinvested all dividends and distributions. This
is only an example; actual expenses will be different.
- --------------------------------------------------------------------------------
EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
Institutional Class $91 $284 $493 $1,096
- --------------------------------------------------------------------------------
DWS Equity Partners Fund | 9
OTHER POLICIES AND RISKS
While the previous pages describe the main points of the fund's
strategy and risks, there are a few other issues to know about:
- Although major changes tend to be infrequent, the fund's Board
could change the fund's investment objective without seeking
shareholder approval.
- As a temporary defensive measure, the fund could shift up to 100%
of assets into investments such as money market securities, notes
or bonds issued by the US Treasury or by agencies of the US
government. This could prevent losses, but, while engaged in a
temporary defensive position, the fund will not be pursuing its
investment goal. However, portfolio management may choose not to
use these strategies for various reasons, even in volatile market
conditions.
For more information
This prospectus doesn't tell you about every policy or risk of
investing in the fund.
If you want more information on the fund's allowable securities and
investment practices and the characteristics and risks of each one,
you may want to request a copy of the Statement of Additional
Information (the back cover tells you how to do this).
Keep in mind that there is no assurance that the fund will achieve
its goal.
A complete list of the fund's portfolio holdings is posted as of the
month-end on www.dws-scudder.com (the Web site does not form a part
of this prospectus) on or after the last day of the following month.
This posted information generally remains accessible at least until
the date on which the fund files its Form N-CSR or N-Q with the
Securities and Exchange Commission for the period that includes the
date as of which the posted information is current. In addition, the
fund's top ten equity holdings and other fund information is posted
on www.dws-scudder.com as of the calendar quarter-end on or after
the 15th day following quarter-end. The fund's Statement of
Additional Information includes a description of the fund's policies
and procedures with respect to the disclosure of the fund's
portfolio holdings.
10 | Other Policies and Risks
WHO MANAGES AND OVERSEES THE FUND
The investment advisor
Deutsche Investment Management Americas Inc. ("DIMA" or the
"Advisor"), with headquarters at 345 Park Avenue, New York, NY
10154, is the investment advisor for the fund. Under the oversight
of the Board, the Advisor, or the subadvisor, makes investment
decisions, buys and sells securities for the fund and conducts
research that leads to these purchase and sale decisions. The
Advisor provides a full range of global investment advisory services
to institutional and retail clients.
DWS Scudder is part of Deutsche Asset Management, which is the
marketing name in the US for the asset management activities of
Deutsche Bank AG, DIMA, Deutsche Bank Trust Company Americas and DWS
Trust Company.
Deutsche Asset Management is a global asset management organization
that offers a wide range of investing expertise and resources,
including hundreds of portfolio managers and analysts and an office
network that reaches the world's major investment centers. This
well-resourced global investment platform brings together a wide
variety of experience and investment insight across industries,
regions, asset classes and investing styles.
The Advisor is an indirect, wholly owned subsidiary of Deutsche Bank
AG. Deutsche Bank AG is a major global banking institution that is
engaged in a wide range of financial services, including investment
management, mutual funds, retail, private and commercial banking,
investment banking and insurance.
Prior to March 31, 2007, Investment Company Capital Corp. ("ICCC")
was the fund's investment advisor. Effective March 31, 2007, ICCC
was merged into DIMA. The new investment management agreement with
DIMA was approved by the Board and is identical in substance to the
prior investment management agreement with ICCC.
Who Manages and Oversees the Fund | 11
MANAGEMENT FEE. The Advisor receives a management fee from the fund.
Below is the actual rate paid by the fund for the most recent fiscal
year, as a percentage of the fund's average daily net assets:
- --------------------------------------------------------------------------------
FUND NAME FEE PAID
- --------------------------------------------------------------------------------
DWS Equity Partners Fund 0.69%
- --------------------------------------------------------------------------------
A discussion regarding the basis for the Board's approval of the
fund's investment management agreement and subadvisory agreement is
contained in the shareholder reports for the semi-annual period
ended November 30, 2006 and the annual period ended May 31, 2007
(see "Shareholder reports" on the back cover).
Under a separate administrative services agreement between the fund
and the Advisor, the fund pays the Advisor for providing most of the
fund's administrative services.
The subadvisor
The subadvisor for DWS Equity Partners Fund is Alex. Brown
Investment Management, LLC ("ABIM"). ABIM's address is One South
Street, Baltimore, Maryland 21202.
ABIM is a registered investment advisor with approximately $8.3
billion of assets under management as of August 31, 2007. ABIM is a
Maryland limited liability company owned by J. Dorsey Brown, Patrick
J. O'Brien, Nina K. Yudell and Buppert, Behrens & Owen, Inc. (a
company organized by three principals of ABIM); R. Hutchings Vernon;
Richard W. Palmer; Joseph J. Quingert; Patrick J. O'Brien and Nina
K. Yudell.
ABIM is responsible for decisions to buy and sell securities for the
fund, for broker-dealer selection, and for negotiation of commission
rates. DIMA compensates ABIM out of its management fee.
12 | Who Manages and Oversees the Fund
Portfolio management
The fund is managed by a team of investment professionals who collaborate to
develop and implement the fund's investment strategy. Each portfolio manager on
the team has authority over all aspects of the fund's investment portfolio,
including, but not limited to, purchases and sales of individual securities,
portfolio construction techniques, portfolio risk assessment and the management
of daily cash flows in accordance with portfolio holdings.
The following people handle the day-to-day management of the fund:
Hobart C. Buppert II
Vice President of Alex. Brown Investment Management and Co-Manager of the fund.
- - Managed the fund since 2002.
- - Joined ABIM as a Vice President in 1980.
- - Over 30 years of investment industry experience.
- - Prior experience as portfolio manager at
T. Rowe Price Associates and as a portfolio manager and research analyst at
Equitable Trust Company.
- - BA and MBA from Loyola College.
- - Member of the Baltimore Security Analysts Society and the Financial Analysts
Federation.
Lee S. Owen
Vice President of Alex. Brown Investment Management and Co-Manager of the fund.
- - Managed the fund since inception.
- - Joined ABIM as a Vice President in 1983.
- - Over 30 years of investment industry experience.
- - Prior experience as portfolio manager at
T. Rowe Price Associates.
- - BA from Williams College and MBA from the University of Virginia.
- - Member of the Baltimore Security Analysts Society and the Financial Analysts
Federation.
Nina K. Yudell
Vice President of Alex. Brown Investment Management and Co-Manager of the fund.
- - Joined the fund in 2007.
- - Joined ABIM in 1992 as a research analyst; portfolio manager since 2004.
- - Prior experience at T. Rowe Price Associates in investment management
positions.
- - BS and MBA from University of Baltimore. MSB from Johns Hopkins University.
- - Previously, adjunct faculty member (finance), New Hampshire College.
The fund's Statement of Additional Information provides additional information
about a portfolio manager's investments in the fund, a description of the
portfolio management compensation structure and information regarding other
accounts managed.
Who Manages and Oversees the Fund | 13
FINANCIAL HIGHLIGHTS
The financial highlights are designed to help you understand recent financial
performance. The figures in the first part of the table are for a single share.
The total return figures represent the percentage that an investor in the fund
would have earned (or lost), assuming all dividends and distributions were
reinvested. This information has been audited by PricewaterhouseCoopers LLP,
independent registered public accounting firm, whose report, along with the
fund's financial statements, is included in the fund's annual report (see
"Shareholder reports" on the back cover).
DWS Equity Partners Fund - Institutional Class
YEARS ENDED MAY 31, 2007 2006 2005 2004 2003
- -------------------------------------------------------------------------------------------------------------------------
SELECTED PER SHARE DATA
- -------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD $ 28.94 $ 27.43 $ 25.57 $ 20.76 $ 22.80
- -------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss)a .16 .22 .18 .10 .06
- -------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain
(loss) on investment transactions 5.85 2.39 2.51 4.90 ( 1.80)
- -------------------------------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS 6.01 2.61 2.69 5.00 ( 1.74)
- -------------------------------------------------------------------------------------------------------------------------
Less distributions from:
Net investment income ( .10) ( .28) ( .14) ( .11) -
- -------------------------------------------------------------------------------------------------------------------------
Net realized gain on investment
transactions ( .39) ( .82) ( .69) ( .08) ( .30)
- -------------------------------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS ( .49) ( 1.10) ( .83) ( .19) ( .30)
- -------------------------------------------------------------------------------------------------------------------------
Redemption fees .00* .00* .00* - -
- -------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD $ 34.46 $ 28.94 $ 27.43 $ 25.57 $ 20.76
- -------------------------------------------------------------------------------------------------------------------------
Total Return (%) 20.89b 9.60 10.54 24.14 ( 7.52)
- -------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
- -------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ millions) 177 156 94 96 90
- -------------------------------------------------------------------------------------------------------------------------
Ratio of expenses before expense
reductions (%) .89 .95 .97 .99 .97
- -------------------------------------------------------------------------------------------------------------------------
Ratio of expenses after expense
reductions (%) .89 .95 .97 .99 .97
- -------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income (loss)
(%) .54 .79 .69 .42 .33
- -------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate (%) 13 10 11 7 14
- -------------------------------------------------------------------------------------------------------------------------
a Based on average shares outstanding during the period.
b Total return would have been lower had certain expenses not been reduced.
* Amount is less than $.005.
14 | Financial Highlights
HOW TO INVEST IN THE FUND
The following pages tell you how to invest in the fund and what to expect as a
shareholder. If you're investing directly with DWS Scudder, all of this
information applies to you.
The following pages also tell you about many of the services, choices and
benefits of being a shareholder. You'll also find information on how to check
the status of your account using the method that's most convenient for you.
If you're investing through a "third party provider" - for example, a workplace
retirement plan, financial supermarket or financial advisor - your provider may
have its own policies or instructions and you should follow those.
You can find out more about the topics covered here by speaking with your
FINANCIAL ADVISOR OR A REPRESENTATIVE OF YOUR WORKPLACE RETIREMENT PLAN OR
OTHER INVESTMENT PROVIDER.
Buying and Selling INSTITUTIONAL CLASS Shares
You may buy Institutional Class shares through your securities
dealer or through any financial institution that is authorized to
act as a shareholder servicing agent ("financial advisor"). Contact
them for details on how to enter and pay for your order. Your
financial advisor may also receive compensation from the Advisor
and/or its affiliates, please see "Financial intermediary support
payments."
You may also buy Institutional Class shares by sending your check
(along with a completed Application Form) directly to DWS Scudder
Investments Service Company (the "transfer agent"). Your purchase
order may not be accepted if the fund withdraws the offering of fund
shares, the sale of fund shares has been suspended or if it is
determined that your purchase would be detrimental to the interests
of the fund's shareholders.
Eligibility requirements
You may buy Institutional Class shares if you are any of the
following:
- An eligible institution (e.g., a financial institution,
corporation, trust, estate or educational, religious or
charitable institution).
- An employee benefit plan with assets of at least $50 million.
- A registered investment advisor or financial planner purchasing
on behalf of clients and charging an asset-based or
hourly fee.
- A client of the private banking division of Deutsche Bank AG.
- A current or former director or trustee of the Deutsche or DWS
mutual funds.
- An employee, the employee's spouse or life partner and children
or stepchildren age 21 or younger of Deutsche Bank or its
affiliates or a subadvisor to any fund in the DWS family of funds
or a broker-dealer authorized to sell shares in the funds.
Investment minimum
Your initial investment must be for at least $1,000,000. There are
no minimum subsequent investment requirements.
16 | Buying and Selling Institutional Class Shares
The minimum initial investment is waived for:
- Shareholders with existing accounts prior to August 13, 2004 who
met the previous minimum investment eligibility requirement.
- Investment advisory affiliates of Deutsche Bank Securities, Inc.,
DWS funds or Deutsche funds purchasing shares for the accounts of
their investment advisory clients.
- Employee benefit plans with assets of at least $50 million.
- Clients of the private banking division of Deutsche Bank AG.
- Institutional clients and qualified purchasers that are clients
of a division of Deutsche Bank AG.
- A current or former director or trustee of the Deutsche or DWS
mutual funds.
- An employee, the employee's spouse or life partner and children
or stepchildren age 21 or younger of Deutsche Bank or its
affiliates or a subadvisor to any fund in the DWS family of funds
or a broker-dealer authorized to sell shares of the funds.
- Registered investment advisors who trade through platforms
approved by the Advisor and whose client assets in the aggregate
meet the $1,000,000 minimum investment.
The fund reserves the right to modify the above eligibility
requirements and investment minimum at any time.
How to contact the transfer agent
- --------------------------------------------------------------------------------
BY PHONE: (800) 730-1313
- --------------------------------------------------------------------------------
FIRST INVESTMENTS DWS Scudder Investments Service Company
BY MAIL: P.O. Box 219210
Kansas City, MO 64121-9151
- --------------------------------------------------------------------------------
ADDITIONAL DWS Scudder Investments Service Company
INVESTMENTS BY P.O. Box 219210
MAIL: Kansas City, MO 64121-9154
- --------------------------------------------------------------------------------
BY OVERNIGHT MAIL: DWS Scudder Investments Service Company
210 W. 10th Street
Kansas City, MO 64105-1614
- --------------------------------------------------------------------------------
You can reach the automated information line, 24 hours a day, 7 days
a week by calling (800) 621-1048.
Buying and Selling Institutional Class Shares | 17
How to open your fund account
- --------------------------------------------------------------------------------
MAIL: Complete and sign the account application that
accompanies this prospectus. (You may obtain
additional applications by calling the transfer agent.)
Mail the completed application along with a check
payable to the fund you have selected to the transfer
agent. Be sure to include the fund number. (For fund
number, refer to "The Fund's Main Investment
Strategy"). The applicable addresses are shown under
"How to contact the transfer agent."
- --------------------------------------------------------------------------------
WIRE: Call the transfer agent to set up a wire account.
- --------------------------------------------------------------------------------
FUND NAME AND Please use the complete fund name. Refer to "The
FUND NUMBER: Fund's Main Investment Strategy" above for the fund
number.
- --------------------------------------------------------------------------------
Please note that your account cannot become activated until we
receive a completed application.
How to BUY and SELL shares
MAIL:
BUYING: Send your check, payable to the fund you have selected, to
the transfer agent. Be sure to include the fund number and your
account number on your check. If you are investing in more than one
fund, make your check payable to "DWS Scudder" and include your
account number, the names and numbers of the funds you have
selected, and the dollar amount or percentage you would like
invested in each fund. Mailing addresses are shown under "How to
contact the transfer agent."
SELLING: Send a signed letter to the transfer agent with your name,
your fund number and account number, the fund's name, and either the
number of shares you wish to sell or the dollar amount you wish to
receive. Unless exchanging into another DWS fund, you must submit a
written authorization to sell shares in a retirement account.
18 | Buying and Selling Institutional Class Shares
WIRE:
BUYING: You may buy shares by wire only if your account is
authorized to do so. Please note that you or your financial advisor
must call Shareholder Services at (800) 730-1313 to notify us in
advance of a wire transfer purchase. Inform Shareholder Services of
the amount of your purchase and receive a trade confirmation number.
Instruct your bank to send payment by wire using the wire
instructions noted below. All wires must be received by 4:00 p.m.
(Eastern time) the next business day following your purchase. If
your wire is not received by 4:00 p.m. (Eastern time) on the next
business day after the fund receives your request to purchase
shares, your transaction will be canceled at your expense and risk.
- --------------------------------------------------------------------------------
BANK NAME: State Street Bank Boston
- --------------------------------------------------------------------------------
ROUTING NO: 011000028
- --------------------------------------------------------------------------------
ATTN: DWS Scudder
- --------------------------------------------------------------------------------
DDA NO: 9903-5552
- --------------------------------------------------------------------------------
FBO: (Account name) (Account number)
- --------------------------------------------------------------------------------
CREDIT: (fund name, fund number and, if applicable, class
name) (see "How to open your fund account")
- --------------------------------------------------------------------------------
Refer to your account statement for the account name and number.
Wire transfers normally take two or more hours to complete. Wire
transfers may be restricted on holidays and at certain other times.
SELLING: You may sell shares by wire only if your account is
authorized to do so. You will be paid for redeemed shares by wire
transfer of funds to your financial advisor or bank upon receipt of
a duly authorized redemption request as promptly as feasible. For
your protection, you may not change the destination bank account
over the phone. To sell by wire, contact your financial advisor or
Shareholder Services at (800) 730-1313. Inform Shareholder Services
of the amount of your redemption and receive a trade confirmation
number. The minimum redemption by wire is $1,000. The fund reserves
the right to change the above eligibility requirements and
investment minimum at any time. We must receive your order by 4:00
p.m. (Eastern time) to wire your account the next business day.
Buying and Selling Institutional Class Shares | 19
TELEPHONE TRANSACTIONS:
You may place orders to buy and sell over the phone by calling your
financial advisor or Shareholder Services at (800) 730-1313. If your
shares are in an account with the transfer agent, you may (1) redeem
by check in an amount up to $100,000, or by wire (minimum $1,000),
or (2) exchange the shares for Institutional shares of another DWS
fund by calling the
transfer agent.
You may make regular investments from a bank checking account. For
more information on setting up an automatic investment plan or
payroll investment plan, call Shareholder Services at (800)
730-1313.
Financial intermediary support payments
The Advisor, DWS Scudder Distributors, Inc. (the "Distributor")
and/or their affiliates may pay additional compensation, out of
their own assets and not as an additional charge to the fund, to
selected affiliated and unaffiliated brokers, dealers, participating
insurance companies or other financial intermediaries ("financial
advisors") in connection with the sale and/or distribution of fund
shares or the retention and/or servicing of fund investors and fund
shares ("revenue sharing"). Such revenue sharing payments are in
addition to any distribution or service fees payable under any Rule
12b-1 or service plan of the fund, any record keeping/sub-transfer
agency/networking fees payable by the fund (generally through the
Distributor or an affiliate) and/or the Distributor to certain
financial advisors for performing such services and any sales
charges, commissions, non-cash compensation arrangements expressly
permitted under applicable rules of the NASD or other concessions
described in the fee table or elsewhere in this prospectus or the
Statement of Additional Information as payable to all financial
advisors. For example, the Advisor, the Distributor and/or their
affiliates may compensate financial advisors for providing the fund
with "shelf space" or access to a third party platform or fund
offering list or other marketing programs including, without
limitation, inclusion of the fund on preferred or recommended sales
lists, mutual fund "supermarket" platforms and other formal sales
programs; granting the Distributor access to the financial advisor's
sales force; granting the Distributor access to the financial
advisor's conferences and meetings; assistance in training and
educating the financial advisor's personnel; and obtaining other
forms of marketing support.
20 | Buying and Selling Institutional Class Shares
The level of revenue sharing payments made to financial advisors may
be a fixed fee or based upon one or more of the following factors:
gross sales, current assets and/or number of accounts of the fund
attributable to the financial advisor, the particular fund or fund
type or other measures as agreed to by the Advisor, the Distributor
and/or their affiliates and the financial advisors or any
combination thereof. The amount of these revenue sharing payments is
determined at the discretion of the Advisor, the Distributor and/or
their affiliates from time to time, may be substantial, and may be
different for different financial advisors based on, for example,
the nature of the services provided by the financial advisor.
The Advisor, the Distributor and/or their affiliates currently make
revenue sharing payments from their own assets in connection with
the sale and/or distribution of DWS Fund shares or the retention
and/or servicing of investors and DWS Fund shares to financial
advisors in amounts that generally range from .01% up to .50% of
assets of the fund serviced and maintained by the financial advisor,
.10% to .25% of sales of the fund attributable to the financial
advisor, a flat fee of $12,500 up to $500,000, or any combination
thereof. These amounts are subject to change at the discretion of
the Advisor, the Distributor and/or their affiliates. Receipt of, or
the prospect of receiving, this additional compensation may
influence your financial advisor's recommendation of the fund or of
any particular share class of the fund. You should review your
financial advisor's compensation disclosure and/or talk to your
financial advisor to obtain more information on how this
compensation may have influenced your financial advisor's
recommendation of the fund. Additional information regarding these
revenue sharing payments is included in the fund's Statement of
Additional Information, which is available to you on request at no
charge (see the back cover of this prospectus for more information
on how to request a copy of the Statement of Additional
Information).
The Advisor, the Distributor and/or their affiliates may also make
such revenue sharing payments to financial advisors under the terms
discussed above in connection with the distribution of both DWS
funds and non-DWS funds by financial advisors to retirement plans
that obtain record keeping services from ADP, Inc. on the DWS
Scudder branded retirement plan platform (the "Platform") with the
level of revenue sharing payments being
Buying and Selling Institutional Class Shares | 21
based upon sales of both the DWS funds and the non-DWS funds by the
financial advisor on the Platform or current assets of both the DWS
funds and the non-DWS funds serviced and maintained by the financial
advisor on the Platform.
It is likely that broker-dealers that execute portfolio transactions
for the fund will include firms that also sell shares of the DWS
funds to their customers. However, the Advisor will not consider
sales of DWS fund shares as a factor in the selection of
broker-dealers to execute portfolio transactions for the DWS funds.
Accordingly, the Advisor has implemented policies and procedures
reasonably designed to prevent its traders from considering sales of
DWS fund shares as a factor in the selection of broker-dealers to
execute portfolio transactions for the fund. In addition, the
Advisor, the Distributor and/or their affiliates will not use fund
brokerage to pay for their obligation to provide additional
compensation to financial advisors as described above.
POLICIES YOU SHOULD KNOW ABOUT
Along with the instructions on the previous pages, the policies
below may affect you as a shareholder. Some of this information,
such as the section on distributions and taxes, applies to all
investors, including those investing through a financial advisor.
If you are investing through a financial advisor or through a
retirement plan, check the materials you received from them about
how to buy and sell shares because particular financial advisors or
other intermediaries may adopt policies, procedures or limitations
that are separate from those described by the fund. Please note that
a financial advisor may charge fees separate from those charged by
the fund and may be compensated by the fund.
Keep in mind that the information in this prospectus applies only to
the shares offered herein. Other share classes are described in
separate prospectuses and have different fees, requirements and
services.
In order to reduce the amount of mail you receive and to help reduce
expenses, we generally send a single copy of any shareholder report
and prospectus to each household. If you do not want the mailing of
these documents to be combined with those for other members of your
household, please contact your financial advisor or call (800)
730-1313.
22 | Policies You Should Know About
Policies about transactions
THE FUND IS OPEN FOR BUSINESS each day the New York Stock Exchange
is open. The fund calculates its share price for each class every
business day, as of the close of regular trading on the New York
Stock Exchange (typically 4:00 p.m. Eastern time, but sometimes
earlier, as in the case of scheduled half-day trading or unscheduled
suspensions of trading). You can place an order to buy or sell
shares at any time.
To help the government fight the funding of terrorism and money
laundering activities, federal law requires all financial
institutions to obtain, verify and record information that
identifies each person who opens an account. What this means to you:
When you open an account, we will ask for your name, address, date
of birth and other information that will allow us to identify you.
Some or all of this information will be used to verify the identity
of all persons opening an account.
We might request additional information about you (which may include
certain documents, such as articles of incorporation for companies)
to help us verify your identity and, in some cases, the information
and/or documents may be required to conduct the verification. The
information and documents will be used solely to verify your
identity.
We will attempt to collect any missing required and requested
information by contacting you or your financial advisor. If we are
unable to obtain this information within the time frames established
by the fund, then we may reject your application and order.
The fund will not invest your purchase until all required and
requested identification information has been provided and your
application has been submitted in "good order." After we receive all
the information, your application is deemed to be in good order and
we accept your purchase, you will receive the net asset value per
share next calculated.
If we are unable to verify your identity within time frames
established by the fund, after a reasonable effort to do so, you
will receive written notification.
With certain limited exceptions, only US residents may invest in the
fund.
Policies You Should Know About | 23
Because orders placed through a financial advisor must be forwarded
to the transfer agent before they can be processed, you'll need to
allow extra time. Your financial advisor should be able to tell you
approximately when your order will be processed. It is the
responsibility of your financial advisor to forward your order to
the transfer agent in a timely manner.
SUB-MINIMUM BALANCES. The fund may redeem your shares and close your
account on 60 days' notice if it fails to meet the minimum account
balance requirement of $1,000,000 ($250,000 for shareholders with
existing accounts prior to August 13, 2004) for any reason other
than a change in market value.
MARKET TIMING POLICIES AND PROCEDURES. Short-term and excessive
trading of fund shares may present risks to the fund's long-term
shareholders, including potential dilution in the value of fund
shares, interference with the efficient management of the fund's
portfolio (including losses on the sale of investments), taxable
gains to remaining shareholders and increased brokerage and
administrative costs. These risks may be more pronounced if the fund
invests in certain securities, such as those that trade in foreign
markets, are illiquid or do not otherwise have "readily available
market quotations." Certain investors may seek to employ short-term
trading strategies aimed at exploiting variations in portfolio
valuation that arise from the nature of the securities held by the
fund (e.g., "time zone arbitrage"). The fund discourages short-term
and excessive trading and has adopted policies and procedures that
are intended to detect and deter short-term and excessive trading.
Pursuant to its policies, the fund will impose a 2% redemption fee
on fund shares held for less than a specified holding period
(subject to certain exceptions discussed below under "Redemption
fees"). The fund also reserves the right to reject or cancel a
purchase or exchange order for any reason without prior notice. For
example, the fund may in its discretion reject or cancel a purchase
or an exchange order even if the transaction is not subject to the
specific roundtrip transaction limitation described below if the
Advisor believes that there appears to be a pattern of short-term or
excessive trading activity by a shareholder or deems any other
trading activity harmful or disruptive to the fund. The fund,
through its Advisor and Transfer Agent, will measure short-term and
excessive trading by the number of roundtrip transactions within a
shareholder's account during a rolling 12-month period. A
"roundtrip" transaction is
24 | Policies You Should Know About
defined as any combination of purchase and redemption activity
(including exchanges) of the same fund's shares. The fund may take
other trading activity into account if the fund believes such
activity is of an amount or frequency that may be harmful to
long-term shareholders or disruptive to portfolio management.
Shareholders are limited to four roundtrip transactions in the same
DWS Fund (excluding money market funds) over a rolling 12-month
period. Shareholders with four or more roundtrip transactions in the
same DWS Fund within a rolling 12-month period generally will be
blocked from making additional purchases of, or exchanges into, that
DWS Fund. The fund has sole discretion whether to remove a block
from a shareholder's account. The rights of a shareholder to redeem
shares of a DWS Fund are not affected by the four roundtrip
transaction limitation, but all redemptions remain subject to the
fund's redemption fee policy (see "Redemption fees" described
below).
The Advisor may make exceptions to the roundtrip transaction policy
for certain types of transactions if in its opinion the transactions
do not represent short-term or excessive trading or are not abusive
or harmful to the fund, such as, but not limited to, systematic
transactions, required minimum retirement distributions,
transactions initiated by the fund or administrator and transactions
by certain qualified fund-of-fund(s).
In certain circumstances where shareholders hold shares of the fund
through a financial intermediary, the fund may rely upon the
financial intermediary's policy to deter short-term or excessive
trading if the Advisor believes that the financial intermediary's
policy is reasonably designed to detect and deter transactions that
are not in the best interest of the fund. A financial intermediary's
policy relating to short-term or excessive trading may be more or
less restrictive than the DWS Funds' policy, may permit certain
transactions not permitted by the DWS Funds' policies, or prohibit
transactions not subject to the DWS Funds' policies.
The Advisor may also accept undertakings from a financial
intermediary to enforce short-term or excessive trading policies on
behalf of the fund that provide a substantially similar level of
protection for the fund against such transactions. For example,
certain financial intermediaries may have contractual or legal
Policies You Should Know About | 25
restrictions that prevent them from blocking an account. In such
instances, the financial intermediary may use alternate techniques
that the Advisor considers to be a reasonable substitute for such a
block.
In addition, if the fund invests some portion of its assets in
foreign securities, it has adopted certain fair valuation practices
intended to protect the fund from "time zone arbitrage" with respect
to its foreign securities holdings and other trading practices that
seek to exploit variations in portfolio valuation that arise from
the nature of the securities held by the fund. (See "How the fund
calculates share price.")
There is no assurance that these policies and procedures will be
effective in limiting short-term and excessive trading in all cases.
For example, the Advisor may not be able to effectively monitor,
detect or limit short-term or excessive trading by underlying
shareholders that occurs through omnibus accounts maintained by
broker-dealers or other financial intermediaries. The Advisor
reviews trading activity at the omnibus level to detect short-term
or excessive trading. If the Advisor has reason to suspect that
short-term or excessive trading is occurring at the omnibus level,
the Advisor will contact the financial intermediary to request
underlying shareholder level activity. Depending on the amount of
fund shares held in such omnibus accounts (which may represent most
of the fund's shares) short-term and/or excessive trading of fund
shares could adversely affect long-term shareholders in the fund. If
short-term or excessive trading is identified, the Advisor will take
appropriate action.
The fund's market timing policies and procedures may be modified or
terminated at any time.
REDEMPTION FEES. The fund imposes a redemption fee of 2% of the
total redemption amount (calculated at net asset value) on all fund
shares redeemed or exchanged within 15 days of buying them (either
by purchase or exchange). The redemption fee is paid directly to the
fund and is designed to encourage long-term investment and to offset
transaction and other costs associated with short-term or excessive
trading. For purposes of determining whether the redemption fee
applies, shares held the longest time will be treated as being
redeemed first and shares held the shortest time will be treated as
being redeemed last.
26 | Policies You Should Know About
The redemption fee is applicable to fund shares purchased either
directly or through a financial intermediary, such as a
broker-dealer. Transactions through financial intermediaries
typically are placed with the fund on an omnibus basis and include
both purchase and sale transactions placed on behalf of multiple
investors. These purchase and sale transactions are generally netted
against one another and placed on an aggregate basis; consequently
the identities of the individuals on whose behalf the transactions
are placed generally are not known to the fund. For this reason, the
fund has undertaken to notify financial intermediaries of their
obligation to assess the redemption fee on customer accounts and to
collect and remit the proceeds to the fund. However, due to
operational requirements, the intermediaries' methods for tracking
and calculating the fee may be inadequate or differ in some respects
from the fund's.
The redemption fee will not be charged in connection with the
following exchange or redemption transactions: (i) transactions on
behalf of participants in certain research wrap programs; (ii)
transactions on behalf of participants in certain group retirement
plans whose processing systems are incapable of properly applying
the redemption fee to underlying shareholders; (iii) transactions on
behalf of a shareholder to return any excess IRA contributions to
the shareholder; (iv) transactions on behalf of a shareholder to
effect a required minimum distribution on an IRA; (v) transactions
on behalf of any mutual fund advised by the Advisor and its
affiliates (e.g., "funds of funds") or, in the case of a
master/feeder relationship, redemptions by the feeder fund from the
master portfolio; (vi) transactions on behalf of certain
unaffiliated mutual funds operating as funds of funds; (vii)
transactions following death or disability of any registered
shareholder, beneficial owner or grantor of a living trust with
respect to shares purchased before death or disability; (viii)
transactions involving hardship of any registered shareholder; (ix)
systematic transactions with pre-defined trade dates for purchases,
exchanges or redemptions, such as automatic account rebalancing, or
loan origination and repayments; (x) transactions involving shares
purchased through the reinvestment of dividends or other
distributions; (xi) transactions involving shares transferred from
another account in the same fund or converted from another class of
the same fund (e.g., shares converting from Class B to Class A) (the
redemption fee period will carry over to the acquired shares); (xii)
transactions initiated by the fund or administrator (e.g.,
Policies You Should Know About | 27
redemptions for not meeting account minimums, to pay account fees
funded by share redemptions, or in the event of the liquidation or
merger of the fund); or (xiii) transactions in cases when there are
legal or contractual limitations or restrictions on the imposition
of the redemption fee (as determined by the fund or its agents in
their sole discretion). It is the policy of the DWS funds to permit
approved fund platform providers to execute transactions within the
funds without the imposition of a redemption fee if such providers
have implemented alternative measures that are determined by the
Advisor to provide controls on short-term and excessive trading that
are comparable to the DWS funds' policies.
THE AUTOMATED INFORMATION LINE IS AVAILABLE 24 HOURS A DAY BY
CALLING (800) 621-1048. You can use our automated phone services to
get information on DWS funds generally and on accounts held directly
at DWS Scudder. You can also use this service to make exchanges and
sell shares.
QUICKBUY AND QUICKSELL let you set up a link between a DWS fund
account and a bank account. Once this link is in place, you can move
money between the two with a phone call. You'll need to make sure
your bank has Automated Clearing House (ACH) services. Transactions
take two to three days to be completed and there is a $50 minimum
and a $250,000 maximum. To set up QuickBuy or QuickSell on a new
account, see the account application; to add it to an existing
account, call (800) 730-1313.
TELEPHONE AND ELECTRONIC TRANSACTIONS. Generally, you are
automatically entitled to telephone and electronic transaction
privileges, but you may elect not to have them when you open your
account or by contacting Shareholder Services at (800) 730-1313 at a
later date.
Since many transactions may be initiated by telephone or
electronically, it's important to understand that as long as we take
reasonable steps to ensure that an order to purchase or redeem
shares is genuine, such as recording calls or requesting
personalized security codes or other information, we are not
responsible for any losses that may occur as a result. For
transactions conducted over the Internet, we recommend the use of a
secure Internet browser. In addition, you should verify the accuracy
of your confirmation statements immediately after you receive them.
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS
The DWS Scudder Web site can be a valuable resource for shareholders with
Internet access. Go to WWW.DWS-SCUDDER.COM to get up-to-date information, review
balances or even place orders for exchanges.
28 | Policies You Should Know About
THE FUND DOES NOT ISSUE SHARE CERTIFICATES. However, if you
currently have shares in certificated form, you must include the
share certificates properly endorsed or accompanied by a duly
executed stock power when exchanging or redeeming shares. You may
not exchange or redeem shares in certificate form by telephone or
via the Internet.
IF YOU PAY FOR SHARES BY CHECK and the check fails to clear, or if
you order shares by phone and fail to pay for them by 4:00 p.m.
Eastern time the next business day, we have the right to cancel your
order, hold you liable or charge you or your account for any losses
or fees the fund or its agents have incurred. To sell shares, you
must state whether you would like to receive the proceeds by wire or
check.
WHEN YOU ASK US TO SEND OR RECEIVE A WIRE, please note that while we
don't charge a fee to send or receive wires, it's possible that your
bank may do so. Wire transactions are generally completed within 24
hours. The fund can only send wires of $1,000 or more and accept
wires of $50 or more.
THE FUND ACCEPTS PAYMENT FOR SHARES ONLY IN US DOLLARS by check,
bank or Federal Funds wire transfer or by electronic bank transfer.
Please note that the fund does not accept cash, money orders,
traveler's checks, starter checks, third party checks (except checks
for retirement plan asset transfers and rollovers or for Uniform
Gift to Minors Act/Uniform Transfers to Minors Act accounts), checks
drawn on foreign banks or checks issued by credit card companies or
Internet-based companies. Thus, subject to the foregoing exceptions
for certain third party checks, checks that are otherwise
permissible must be drawn by the account holder on a domestic bank
and must be payable to the fund.
SIGNATURE GUARANTEE. When you want to sell more than $100,000 worth
of shares or send proceeds to a third party or to a new address,
you'll usually need to place your order in writing and include a
signature guarantee. However, if you want money wired to a bank
account that is already on file with us, you don't need a signature
guarantee. Also, generally you don't need a signature guarantee
for an exchange, although we may require one in certain other
circumstances.
A signature guarantee is simply a certification of your signature -
a valuable safeguard against fraud. You can get a signature
guarantee from an eligible guarantor institution, including
commercial banks, savings and loans, trust
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS
If you ever have difficulty placing an order by phone or Internet, you can send
us your order in writing.
Policies You Should Know About | 29
companies, credit unions, member firms of a national stock exchange
or any member or participant of an approved signature guarantor
program. Note that you can't get a signature guarantee from a notary
public and we must be provided the original guarantee.
SELLING SHARES OF TRUST ACCOUNTS AND BUSINESS OR ORGANIZATION
ACCOUNTS may require additional documentation. Please call (800)
730-1313 or contact your financial advisor for more information.
MONEY FROM SHARES YOU SELL is normally sent out within one business
day of when your order is processed (not when it is received),
although it could be delayed for up to seven days. There are other
circumstances when it could be longer: When you are selling shares
you bought recently by check (redemption proceeds from such a sale
are unavailable until the check has cleared), when you make
purchases by ACH (the funds will be placed under a 10 calendar day
hold to ensure good funds) or when unusual circumstances prompt the
SEC to allow further delays. Certain expedited redemption processes
may also be delayed when you are selling recently purchased shares
or in the event of closing of the Federal Reserve Bank's wire
payment system. In addition, the fund reserves the right to suspend
or postpone redemptions as permitted pursuant to Section 22(e) of
the Investment Company Act of 1940. Generally, those circumstances
are when 1) the New York Stock Exchange is closed other than
customary weekend or holiday closings; 2) trading on the New York
Stock Exchange is restricted; 3) an emergency exists which makes the
disposal of securities owned by the fund or the fair determination
of the value of the fund's net assets not reasonably practicable; or
4) the SEC, by order, permits the suspension of the right of
redemption. Redemption payments by wire may also be delayed in the
event of a non-routine closure of the Federal Reserve wire payment
system. For additional rights reserved by the fund, please see
"Other rights we reserve."
You may obtain additional information about other ways to sell your
shares by contacting your financial advisor.
30 | Policies You Should Know About
How the fund calculates share price
To calculate net asset value, or NAV, each share class uses the
following equation:
TOTAL ASSETS - TOTAL LIABILITIES
----------------------------------------- = NAV
TOTAL NUMBER OF SHARES OUTSTANDING
The price at which you buy and sell shares is the NAV.
THE FUND CHARGES A REDEMPTION FEE EQUAL TO 2.00% of the value of
shares redeemed or exchanged within 15 days. Please see "Policies
about transactions - Redemption fees" for further information.
WE TYPICALLY VALUE SECURITIES USING INFORMATION FURNISHED BY AN
INDEPENDENT PRICING SERVICE OR MARKET QUOTATIONS, WHERE APPROPRIATE.
However, we may use methods approved by the fund's Board, such as a
fair valuation model, which are intended to reflect fair value when
pricing service information or market quotations are not readily
available or when a security's value or a meaningful portion of the
value of the fund's portfolio is believed to have been materially
affected by a significant event, such as a natural disaster, an
economic event like a bankruptcy filing, or a substantial
fluctuation in domestic or foreign markets that has occurred between
the close of the exchange or market on which the security is
principally traded (for example, a foreign exchange or market) and
the close of the New York Stock Exchange. In such a case, the fund's
value for a security is likely to be different from the last quoted
market price or pricing service information. In addition, due to the
subjective and variable nature of fair value pricing, it is possible
that the value determined for a particular asset may be materially
different from the value realized upon such asset's sale. It is
expected that the greater the percentage of fund assets that is
invested in non-US securities, the more extensive will be the fund's
use of fair value pricing. This is intended to reduce the fund's
exposure to "time zone arbitrage" and other harmful trading
practices. (See "Market timing policies and procedures.")
TO THE EXTENT THAT THE FUND INVESTS IN SECURITIES THAT ARE TRADED
PRIMARILY IN FOREIGN MARKETS, the value of its holdings could change
at a time when you aren't able to buy or sell fund shares. This is
because some foreign markets are open on days or at times when the
fund doesn't price its shares. (Note that prices for securities that
trade on foreign exchanges can change
Policies You Should Know About | 31
significantly on days when the New York Stock Exchange is closed and
you cannot buy or sell fund shares. Price changes in the securities
the fund owns may ultimately affect the price of fund shares the
next time the NAV is calculated.)
Other rights we reserve
You should be aware that we may do any of the following:
- withdraw or suspend the offering of shares at any time
- withhold a portion of your distributions and redemption proceeds
as federal income tax if we have been notified by the IRS that
you are subject to backup withholding or if you fail to provide
us with a correct taxpayer ID number and certain certifications
or certification that you are exempt from backup withholding
- reject a new account application if you don't provide any
required or requested identifying information, or for any other
reason
- refuse, cancel, limit or rescind any purchase or exchange order,
without prior notice; freeze any account (meaning you will not be
able to purchase fund shares in your account); suspend account
services; and/or involuntarily redeem your account if we think
that the account is being used for fraudulent or illegal
purposes; one or more of these actions will be taken when, at our
sole discretion, they are deemed to be in the fund's best
interest or when the fund is requested or compelled to do so by
governmental authority or by applicable law
- close and liquidate your account if we are unable to verify your
identity, or for other reasons; if we decide to close your
account, your fund shares will be redeemed at the net asset value
per share next calculated after we determine to close your
account (less any applicable redemption fees); you may recognize
a gain or loss on the redemption of your fund shares and incur a
tax liability
32 | Policies You Should Know About
- pay you for shares you sell by "redeeming in kind," that is, by
giving you marketable securities (which typically will involve
brokerage costs for you to liquidate) rather than cash, but which
will be taxable to the same extent as a redemption for cash; the
fund generally won't make a redemption in kind unless your
requests over a 90-day period total more than $250,000 or 1% of
the value of the fund's net assets, whichever is less
- change, add or withdraw various services, fees and account
policies (for example, we may adjust the fund's investment
minimums at any time)
UNDERSTANDING DISTRIBUTIONS AND TAXES
The fund intends to distribute to its shareholders virtually all of
its net earnings. The fund can earn money in two ways: by receiving
interest, dividends or other income from securities it holds and by
selling securities for more than it paid for them. (The fund's
earnings are separate from any gains or losses stemming from your
own purchase and sale of shares.) The fund may not always pay a
dividend or distribution for a given period.
THE FUND INTENDS TO PAY DISTRIBUTIONS OF SUBSTANTIALLY ALL OF ITS
INCOME SEMIANNUALLY. The fund intends to pay distributions from
realized capital gains annually, usually in December. If necessary,
the fund may distribute at other times as needed.
Dividends or distributions declared to shareholders of record in
the last quarter of a given calendar year are treated for federal
income tax purposes as if they were received on December 31 of
that year, provided such dividends or distributions are paid by
the end of the following January.
For federal income tax purposes, income and capital gains
distributions are generally taxable. However, dividends and
distributions received by retirement plans qualifying for tax
exemption under federal income tax laws generally will not be
taxable.
YOU CAN CHOOSE HOW TO RECEIVE YOUR DIVIDENDS AND DISTRIBUTIONS. You
can have them all automatically reinvested in fund shares (at NAV),
all deposited directly to your bank account or all sent to you by
check, have one type reinvested and the other sent to you by check
or have them invested in a different fund. Tell us your preference
on your application. If you don't
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS
Because each shareholder's tax situation is unique, ask your tax professional
about the tax consequences of your investments, including any state and local
tax consequences.
Understanding Distributions and Taxes | 33
indicate a preference, your dividends and distributions will all be
reinvested in shares of the fund without a sales charge (if
applicable). Distributions are treated the same for federal income
tax purposes whether you receive them in cash or reinvest them in
additional shares. For employer-sponsored qualified plans, and
retirement plans, reinvestment (at NAV) is the only option.
BUYING, SELLING OR EXCHANGING FUND SHARES WILL USUALLY HAVE FEDERAL
INCOME TAX CONSEQUENCES FOR YOU (except in employer-sponsored
qualified plans, IRAs or other tax-advantaged accounts). Your sale
of shares may result in a capital gain or loss. The gain or loss
will be long-term or short-term depending on how long you owned the
shares that were sold. For federal income tax purposes, an exchange
is treated the same as a sale.
THE FEDERAL INCOME TAX STATUS of the fund's earnings you receive and
your own fund transactions generally depend on their type:
- --------------------------------------------------------------------------------
GENERALLY TAXED AT LONG-TERM GENERALLY TAXED AT ORDINARY
CAPITAL GAIN RATES: INCOME RATES:
- --------------------------------------------------------------------------------
DISTRIBUTIONS FROM THE FUND
- - gains from the sale of - gains from the sale of
securities held (or treated as securities held by the fund for
held) by the fund for more one year or less
than one year - all other taxable income
- - qualified dividend income
- --------------------------------------------------------------------------------
TRANSACTIONS INVOLVING FUND
SHARES
- - gains from selling fund - gains from selling fund
shares held for more than shares held for one year or
one year less
- --------------------------------------------------------------------------------
ANY DIRECT INVESTMENTS IN FOREIGN SECURITIES BY THE FUND MAY BE
SUBJECT TO FOREIGN WITHHOLDING TAXES. In that case, the fund's yield
on those securities would generally be decreased. Shareholders
generally will not be entitled to claim a credit or deduction with
respect to foreign taxes paid by the fund. In addition, any
investments in foreign securities or foreign currencies may increase
or accelerate the fund's recognition of ordinary income and may
affect the timing or amount of the fund's distributions. If you
invest in the fund through a taxable account, your after-tax return
could be negatively impacted.
34 | Understanding Distributions and Taxes
To the extent that the fund invests in certain debt obligations or
certain other securities, investments in these obligations or
securities may cause the fund to recognize taxable income in excess
of the cash generated by such obligations. Thus, the fund could be
required at times to liquidate other investments in order to satisfy
its distribution requirements.
For taxable years beginning before January 1, 2011, distributions to
individuals and other noncorporate shareholders of investment income
designated by the fund as derived from qualified dividend income are
eligible for taxation for federal income tax purposes at the more
favorable long-term capital gain rates. Qualified dividend income
generally includes dividends from domestic and some foreign
corporations. It does not include income from investments in debt
securities or, generally, from REITs. In addition, the fund must
meet certain holding period and other requirements with respect to
the dividend-paying stocks in its portfolio and the shareholder must
meet certain holding period and other requirements with respect to
the fund's shares for the lower tax rates to apply.
For taxable years beginning before January 1, 2011, the maximum
federal income tax rate imposed on long-term capital gains
recognized by individuals and other noncorporate shareholders has
been reduced to 15%. For more information, see the Statement of
Additional Information, under "Taxes."
YOUR FUND WILL SEND YOU DETAILED FEDERAL INCOME TAX INFORMATION
EVERY JANUARY. These statements tell you the amount and the federal
income tax classification of any dividends or distributions you
received. They also have certain details on your purchases and sales
of shares.
IF YOU INVEST RIGHT BEFORE THE FUND PAYS A DIVIDEND, you'll be
getting some of your investment back as a taxable dividend. You can
avoid this by investing after the fund declares a dividend. In
tax-advantaged retirement accounts you do not need to worry about
this.
If the fund's distributions exceed its income and capital gains
realized in any year, all or a portion of those distributions may be
treated for tax purposes as a return of capital. A return of capital
will generally not be taxable to you but will reduce the cost basis
of your shares and result in a higher capital gain or a lower
capital loss when you sell your shares.
Understanding Distributions and Taxes | 35
CORPORATIONS are taxed at the same rates on ordinary income and
capital gains, but may be eligible for a dividends-received
deduction for a portion of the income dividends they receive from
the fund, provided certain holding period and other requirements are
met.
The above discussion is applicable to shareholders who are US
persons. If you are a non-US person, please consult your own tax
advisor with respect to the US tax consequences to you of an
investment in the fund.
36 | Understanding Distributions and Taxes
APPENDIX
- --------------------------------------------------------------------------------
Hypothetical Expense Summary
Using the annual fund operating expense ratios presented in the fee
tables in the fund prospectus, the Hypothetical Expense Summary
shows the estimated fees and expenses, in actual dollars, that would
be charged on a hypothetical investment of $10,000 in the fund held
for the next 10 years and the impact of such fees and expenses on
fund returns for each year and cumulatively, assuming a 5% return
for each year. The tables also assume that all dividends and
distributions are reinvested. The annual fund expense ratios shown
are net of any contractual fee waivers or expense reimbursements, if
any, for the period of the contractual commitment. The tables do not
reflect redemption fees, if any, which may be payable upon
redemption. If redemption fees were shown, the "Hypothetical
Year-End Balance After Fees and Expenses" amounts shown would be
lower and the "Annual Fees and Expenses" amounts shown would be
higher. Also, please note that if you are investing through a third
party provider, that provider may have fees and expenses separate
from those of the fund that are not reflected here. Mutual fund fees
and expenses fluctuate over time and actual expenses may be higher
or lower than those shown.
The Hypothetical Expense Summary should not be used or construed as
an offer to sell, a solicitation of an offer to buy or a
recommendation or endorsement of any specific mutual fund. You
should carefully review the fund's prospectus to consider the
investment objectives, risks, expenses and charges of the fund prior
to investing.
Appendix | 37
DWS Equity Partners Fund - Institutional Class
MAXIMUM INITIAL HYPOTHETICAL ASSUMED RATE
SALES CHARGE: INVESTMENT: OF RETURN:
0.00% $10,000 5%
- ----------------------------------------------------------------------------------------------
HYPOTHETICAL
CUMULATIVE ANNUAL CUMULATIVE YEAR-END
RETURN BEFORE FUND RETURN AFTER BALANCE AFTER ANNUAL FEES
FEES AND EXPENSE FEES AND FEES AND AND
YEAR EXPENSES RATIOS EXPENSES EXPENSES EXPENSES
- ----------------------------------------------------------------------------------------------
1 5.00% 0.89% 4.11% $ 10,411.00 $ 90.83
- ----------------------------------------------------------------------------------------------
2 10.25% 0.89% 8.39% $ 10,838.89 $ 94.56
- ----------------------------------------------------------------------------------------------
3 15.76% 0.89% 12.84% $ 11,284.37 $ 98.45
- ----------------------------------------------------------------------------------------------
4 21.55% 0.89% 17.48% $ 11,748.16 $ 102.49
- ----------------------------------------------------------------------------------------------
5 27.63% 0.89% 22.31% $ 12,231.01 $ 106.71
- ----------------------------------------------------------------------------------------------
6 34.01% 0.89% 27.34% $ 12,733.70 $ 111.09
- ----------------------------------------------------------------------------------------------
7 40.71% 0.89% 32.57% $ 13,257.06 $ 115.66
- ----------------------------------------------------------------------------------------------
8 47.75% 0.89% 38.02% $ 13,801.92 $ 120.41
- ----------------------------------------------------------------------------------------------
9 55.13% 0.89% 43.69% $ 14,369.18 $ 125.36
- ----------------------------------------------------------------------------------------------
10 62.89% 0.89% 49.60% $ 14,959.75 $ 130.51
- ----------------------------------------------------------------------------------------------
TOTAL $ 1,096.07
- ----------------------------------------------------------------------------------------------
38 | Appendix
TO GET MORE INFORMATION
SHAREHOLDER REPORTS - These include commentary from the fund's management team
about recent market conditions and the effects of the fund's strategies on its
performance. They also have detailed performance figures, a list of everything
the fund owns, and its financial statements. Shareholders get these reports
automatically.
STATEMENT OF ADDITIONAL INFORMATION (SAI) - This tells you more about the
fund's features and policies, including additional risk information. The SAI is
incorporated by reference into this document (meaning that it's legally part of
this prospectus).
For a free copy of any of these documents or to request other information about
the fund, call (800) 730-1313, or contact DWS Scudder at the address listed
below. The fund's SAI and shareholder reports are also available through the
DWS Scudder Web site at www.dws-scudder.com. These documents and other
information about the fund are available from the EDGAR Database on the SEC's
Internet site at www.sec.gov. If you like, you may obtain copies of this
information, after paying a copying fee, by e-mailing a request to
publicinfo@sec.gov or by writing the SEC at the address listed below. You can
also review and copy these documents and other information about the fund,
including the fund's SAI, at the SEC's Public Reference Room in Washington,
D.C. Information on the operation of the SEC's Public Reference Room may be
obtained by calling (800) SEC-0330.
DWS SCUDDER SEC DISTRIBUTOR
- --------------------- -------------------- -------------------------------
PO Box 219210 100 F Street, N.E. DWS Scudder Distributors, Inc.
Kansas City, MO Washington, D.C. 222 South Riverside Plaza
64121-9210 20549-0102 Chicago, IL 60606-5808
WWW.DWS-SCUDDER.COM WWW.SEC.GOV (800) 621-1148
(800) 730-1313 (800) SEC-0330
SEC FILE NUMBER:
DWS Equity Partners Fund, Inc. DWS Equity Partners Fund 811-08886
[DWS SCUDDER GRAPHIC APPEARS HERE]
(10/01/07) DEPF-1-IN
[RECYCLE GRAPHIC APPEARS HERE]
</PRE>
STATEMENT OF ADDITIONAL INFORMATION
DWS VALUE SERIES, INC.
DWS Large Cap Value Fund
345 Park Avenue New York, New York 10154
This statement of additional information is not a prospectus, but should be read in conjunction with the Prospectus/Proxy Statement dated , 2008 for the Special Meeting of Shareholders of DWS Equity Partners Fund (“Equity Partners Fund”), to be held on October 21, 2008, into which this statement of additional information is hereby incorporated by reference. Copies of the Prospectus /Proxy Statement may be obtained at no charge by contacting DWS Investments Distributors, Inc., 222 South Riverside Plaza, Chicago, Illinois 60606, 1-800-621-1048 (1-800-730-1313 for Institutional Class shares), or from the firm from which this statement of additional information was obtained and are available along with other materials on the Securities and Exchange Commission’s Internet website (http://www.sec.gov). Unless otherwise indicated, capitalized terms used herein and not otherwise defined have the same meanings as are given to them in the Prospectus/Proxy Statement.
Further information about DWS Large Cap Value Fund (“Large Cap Fund”), a series of DWS Value Series, Inc. is contained in Large Cap Fund’s statement of additional information (“SAI”) dated March 1, 2008 as supplemented from time to time, for Class A, Class B, Class C and Institutional Class shares, which is attached to this statement of additional information as Appendix A. The audited financial statements and related independent registered public accounting firm’s report for Large Cap Fund contained in the Annual Report for the fiscal year ended November 30, 2007 and the unaudited financial statements contained in the Semi-Annual Report for the six-month period ended May 31, 2008 are incorporated herein by reference insofar as they relate to Large Cap Fund’s participation in the merger. No other parts of the Annual Report or Semi-Annual Report are incorporated by reference herein.
The unaudited pro forma financial statements, attached hereto, are intended to present the financial condition and related results of operations of Large Cap Fund as if the merger had been consummated on May 31, 2008.
Further information about Equity Partners Fund is contained in the statement of additional information dated October 1, 2007, as supplemented from time to time, for Class A, Class B, Class C and Institutional Class shares.
The date of this statement of additional information is , 2008.
1
Pro Forma
Portfolio of Investments
as of May 31, 2008
(Unaudited)
| | | | | | | | | | | | |
| | | DWS
Equity
Partners
Fund
Shares | | DWS
Large Cap
Value
Fund
Shares | | Combined
Pro Forma
Shares | | DWS
Equity
Partners
Fund
Value ($) | | DWS
Large Cap
Value Fund
Value ($) | | Combined
Pro Forma
Value ($) |
Common Stocks 95.4% | | | | | | | | | | |
| | | | |
Consumer Discretionary 4.1% | | | | | | | | |
Distributors 1.0% | | | | | | | | | | | | |
Genuine Parts Co. | | 47,200 | | 404,436 | | 451,636 | | 2,077,272 | | 17,799,228 | | 19,876,500 |
| | | | |
Hotels Restaurants & Leisure 1.3% | | | | | | | | |
McDonald’s Corp. | | 48,100 | | 411,035 | | 459,135 | | 2,853,292 | | 24,382,596 | | 27,235,888 |
| | | | | |
Media 1.2% | | | | | | | | | | |
Gannett Co., Inc. | | 85,400 | | 733,653 | | 819,053 | | 2,460,374 | | 21,136,543 | | 23,596,917 |
| | | | | |
Specialty Retail 0.6% | | | | | | | | | | |
Office Depot, Inc.* | | 97,600 | | 864,714 | | 962,314 | | 1,239,520 | | 10,981,868 | | 12,221,388 |
| | | | | |
Consumer Staples 9.0% | | | | | | | | | | |
Beverages 0.9% | | | | | | | | | | | | |
Dr. Pepper Snapple Group, Inc.* | | — | | 698,431 | | 698,431 | | — | | 17,586,493 | | 17,586,493 |
| | | | | |
Food & Staples Retailing 2.0% | | | | | | | | | | |
CVS Caremark Corp. | | 98,200 | | 872,021 | | 970,221 | | 4,201,978 | | 37,313,779 | | 41,515,757 |
| | | | | |
Food Products 3.1% | | | | | | | | | | |
General Mills, Inc. | | 53,000 | | 476,697 | | 529,697 | | 3,349,600 | | 30,127,250 | | 33,476,850 |
Kraft Foods, Inc. “A” | | 83,100 | | 731,537 | | 814,637 | | 2,699,088 | | 23,760,322 | | 26,459,410 |
Sara Lee Corp. | | 153,800 | | — | | 153,800 | | 2,119,364 | | — | | 2,119,364 |
| | | | | | | | | | | | |
| | | | | | | | 8,168,052 | | 53,887,572 | | 62,055,624 |
| | | | | | | | | | | | |
Tobacco 3.0% | | | | | | | | | | | | |
Altria Group, Inc. | | 55,280 | | 479,606 | | 534,886 | | 1,230,533 | | 10,676,029 | | 11,906,562 |
Philip Morris International, Inc.* | | 61,280 | | 479,606 | | 540,886 | | 3,227,004 | | 25,256,052 | | 28,483,056 |
Reynolds American, Inc. | | 38,900 | | 329,525 | | 368,425 | | 2,136,388 | | 18,097,513 | | 20,233,901 |
| | | | | | | | | | | | |
| | | | | | | | 6,593,925 | | 54,029,594 | | 60,623,519 |
| | | | | | | | | | | | |
The accompanying notes are an integral part of the financial statements.
2
| | | | | | | | | | | | |
| | | DWS
Equity
Partners
Fund
Shares | | DWS
Large Cap
Value
Fund
Shares | | Combined
Pro Forma
Shares | | DWS
Equity
Partners
Fund
Value ($) | | DWS
Large Cap
Value Fund
Value ($) | | Combined
Pro Forma
Value ($) |
Energy 28.1% | | | | | | | | | | | | |
Energy Equipment & Services 8.8% | | | | | | | | |
ENSCO International, Inc. | | 41,700 | | 349,829 | | 391,529 | | 2,995,311 | | 25,128,217 | | 28,123,528 |
Halliburton Co. | | 107,100 | | 1,093,426 | | 1,200,526 | | 5,202,918 | | 53,118,635 | | 58,321,553 |
Noble Corp. | | 71,200 | | 584,918 | | 656,118 | | 4,495,568 | | 36,931,723 | | 41,427,291 |
Transocean, Inc.* | | 10,600 | | 156,397 | | 166,997 | | 1,592,014 | | 23,489,265 | | 25,081,279 |
Weatherford International Ltd.* | | 38,600 | | 486,664 | | 525,264 | | 1,761,318 | | 22,206,478 | | 23,967,796 |
| | | | | | | | | | | | |
| | | | | | | | 16,047,129 | | 160,874,318 | | 176,921,447 |
| | | | | | | | | | | | |
Oil, Gas & Consumable Fuels 19.3% | | | | | | | | |
Cameco Corp. | | 80,100 | | 602,337 | | 682,437 | | 3,280,095 | | 24,665,700 | | 27,945,795 |
Chevron Corp. | | 24,600 | | 205,596 | | 230,196 | | 2,439,090 | | 20,384,843 | | 22,823,933 |
ConocoPhillips | | 21,200 | | 172,056 | | 193,256 | | 1,973,720 | | 16,018,414 | | 17,992,134 |
Devon Energy Corp. | | 29,200 | | 407,154 | | 436,354 | | 3,385,448 | | 47,205,435 | | 50,590,883 |
ExxonMobil Corp. | | 28,900 | | 177,299 | | 206,199 | | 2,565,164 | | 15,737,059 | | 18,302,223 |
Hess Corp. | | 28,900 | | 230,479 | | 259,379 | | 3,549,209 | | 28,305,126 | | 31,854,335 |
Marathon Oil Corp. | | — | | 533,256 | | 533,256 | | — | | 27,404,026 | | 27,404,026 |
Nexen, Inc. | | 83,700 | | 665,506 | | 749,206 | | 3,219,939 | | 25,602,016 | | 28,821,955 |
Noble Energy, Inc. | | 40,500 | | 521,509 | | 562,009 | | 3,946,725 | | 50,821,052 | | 54,767,777 |
Occidental Petroleum Corp. | | 42,300 | | 339,488 | | 381,788 | | 3,888,639 | | 31,209,132 | | 35,097,771 |
Suncor Energy, Inc. | | 82,600 | | 810,326 | | 892,926 | | 5,645,710 | | 55,385,782 | | 61,031,492 |
Talisman Energy, Inc. | | 43,400 | | 484,349 | | 527,749 | | 1,009,484 | | 11,265,958 | | 12,275,442 |
| | | | | | | | | | | | |
| | | | | | | | 34,903,223 | | 354,004,543 | | 388,907,766 |
| | | | | | | | | | | | |
Financials 14.6% | | | | | | | | | | | | |
Capital Markets 0.6% | | | | | | | | | | | | |
Bank of New York Mellon Corp. | | 61,000 | | — | | 61,000 | | 2,716,330 | | — | | 2,716,330 |
GFI Group, Inc. | | 161,900 | | — | | 161,900 | | 1,916,896 | | — | | 1,916,896 |
Morgan Stanley | | — | | 182,988 | | 182,988 | | — | | 8,093,559 | | 8,093,559 |
| | | | | | | | | | | | |
| | | | | | | | 4,633,226 | | 8,093,559 | | 12,726,785 |
| | | | | | | | | | | | |
Commercial Banks 4.8% | | | | | | | | | | |
BB&T Corp. | | 56,700 | | 541,271 | | 597,971 | | 1,784,349 | | 17,033,798 | | 18,818,147 |
Canadian Imperial Bank of Commerce | | 37,200 | | 317,712 | | 354,912 | | 2,611,440 | | 22,303,383 | | 24,914,823 |
Comerica, Inc. | | 50,100 | | 447,896 | | 497,996 | | 1,862,718 | | 16,652,773 | | 18,515,491 |
Synovus Financial Corp. | | 153,000 | | 1,402,821 | | 1,555,821 | | 1,757,970 | | 16,118,413 | | 17,876,383 |
Zions Bancorp. | | 40,300 | | 341,939 | | 382,239 | | 1,736,527 | | 14,734,152 | | 16,470,679 |
| | | | | | | | | | | | |
| | | | | | | | 9,753,004 | | 86,842,519 | | 96,595,523 |
| | | | | | | | | | | | |
The accompanying notes are an integral part of the financial statements.
3
| | | | | | | | | | | | |
| | | DWS
Equity
Partners
Fund
Shares | | DWS
Large Cap
Value
Fund
Shares | | Combined
Pro Forma
Shares | | DWS
Equity
Partners
Fund
Value ($) | | DWS
Large Cap
Value Fund
Value ($) | | Combined
Pro Forma
Value ($) |
Diversified Financial Services 0.4% | | | | | | | | |
The Nasdaq OMX Group, Inc.* | | — | | 228,560 | | 228,560 | | — | | 8,006,457 | | 8,006,457 |
| | | | | | |
Insurance 7.5% | | | | | | | | | | | | |
Alleghany Corp.* | | — | | 14,713 | | 14,713 | | — | | 5,524,732 | | 5,524,732 |
Allstate Corp. | | 72,600 | | 360,089 | | 432,689 | | 3,698,244 | | 18,342,934 | | 22,041,178 |
Berkshire Hathaway, Inc. “B”* | | 980 | | — | | 980 | | 4,408,040 | | — | | 4,408,040 |
Chubb Corp. | | — | | 165,723 | | 165,723 | | — | | 8,909,268 | | 8,909,268 |
Cincinnati Financial Corp. | | — | | 251,425 | | 251,425 | | — | | 8,804,903 | | 8,804,903 |
Fidelity National Financial, Inc. “A” | | — | | 520,925 | | 520,925 | | — | | 8,907,817 | | 8,907,817 |
Genworth Financial, Inc. “A” | | 89,800 | | 826,271 | | 916,071 | | 1,984,580 | | 18,260,589 | | 20,245,169 |
Hartfold Financial Services Group, Inc. | | 24,100 | | — | | 24,100 | | 1,712,787 | | — | | 1,712,787 |
Loews Corp. | | 76,600 | | 399,802 | | 476,402 | | 3,797,062 | | 19,818,185 | | 23,615,247 |
MetLife, Inc. | | 47,300 | | 420,099 | | 467,399 | | 2,839,419 | | 25,218,543 | | 28,057,962 |
Odyssey Re Holdings Corp. | | — | | 242,359 | | 242,359 | | — | | 9,098,157 | | 9,098,157 |
Unum Group | | — | | 375,510 | | 375,510 | | — | | 9,042,281 | | 9,042,281 |
| | | | | | | | | | | | |
| | | | | | | | 18,440,132 | | 131,927,409 | | 150,367,541 |
| | | | | | | | | | | | |
Thrifts & Mortgage Finance 1.3% | | | | | | | | |
Capitol Federal Financial | | — | | 195,556 | | 195,556 | | — | | 8,017,796 | | 8,017,796 |
New York Community Bancorp, Inc. | | — | | 469,849 | | 469,849 | | — | | 9,641,302 | | 9,641,302 |
People’s United Financial, Inc. | | — | | 514,897 | | 514,897 | | — | | 8,511,247 | | 8,511,247 |
| | | | | | | | | | | | |
| | | | | | | | — | | 26,170,345 | | 26,170,345 |
| | | | | | | | | | | | |
Health Care 7.9% | | | | | | | | | | | | |
Health Care Equipment & Supplies 1.0% | | | | | | | | |
Baxter International, Inc. | | 33,700 | | 289,910 | | 323,610 | | 2,059,070 | | 17,713,501 | | 19,772,571 |
| | | | |
Health Care Providers & Services 1.0% | | | | | | | | |
WellPoint, Inc.* | | 38,890 | | 326,933 | | 365,823 | | 2,170,840 | | 18,249,400 | | 20,420,240 |
| | | | |
Life Science Tools & Services 1.2% | | | | | | | | |
Thermo Fisher Scientific, Inc.* | | 41,900 | | 369,600 | | 411,500 | | 2,472,938 | | 21,813,792 | | 24,286,730 |
The accompanying notes are an integral part of the financial statements.
4
| | | | | | | | | | | | |
| | | DWS
Equity
Partners
Fund
Shares | | DWS
Large Cap
Value
Fund
Shares | | Combined
Pro Forma
Shares | | DWS
Equity
Partners
Fund
Value ($) | | DWS
Large Cap
Value Fund
Value ($) | | Combined
Pro Forma
Value ($) |
| | | | | | |
Pharmaceuticals 4.7% | | | | | | | | | | | | |
Abbott Laboratories | | 35,300 | | 328,172 | | 363,472 | | 1,989,155 | | 18,492,492 | | 20,481,647 |
Merck & Co., Inc. | | 33,300 | | 304,626 | | 337,926 | | 1,297,368 | | 11,868,229 | | 13,165,597 |
Pfizer, Inc. | | 104,200 | | 913,594 | | 1,017,794 | | 2,017,312 | | 17,687,180 | | 19,704,492 |
Teva Pharmaceutical Industries Ltd. (ADR) | | 41,300 | | 366,700 | | 408,000 | | 1,888,649 | | 16,769,191 | | 18,657,840 |
Wyeth | | 51,800 | | 466,781 | | 518,581 | | 2,303,546 | | 20,757,751 | | 23,061,297 |
| | | | | | | | | | | | |
| | | | | | | | 9,496,030 | | 85,574,843 | | 95,070,873 |
| | | | | | | | | | | | |
Industrials 6.2% | | | | | | | | | | | | |
Aerospace & Defense 3.3% | | | | | | | | |
Honeywell International, Inc. | | 60,500 | | 240,241 | | 300,741 | | 3,607,010 | | 14,323,168 | | 17,930,178 |
Raytheon Co. | | 38,700 | | 336,592 | | 375,292 | | 2,471,382 | | 21,494,765 | | 23,966,147 |
United Technologies Corp. | | 35,400 | | 314,862 | | 350,262 | | 2,514,816 | | 22,367,797 | | 24,882,613 |
| | | | | | | | | | | | |
| | | | | | | | 8,593,208 | | 58,185,730 | | 66,778,938 |
| | | | | | | | | | | | |
Industrial Conglomerates 1.4% | | | | | | | | |
General Electric Co. | | 31,700 | | 889,990 | | 921,690 | | 973,824 | | 27,340,493 | | 28,314,317 |
| | | | | | |
Machinery 1.5% | | | | | | | | | | | | |
Dover Corp. | | 56,900 | | 499,299 | | 556,199 | | 3,077,152 | | 27,002,090 | | 30,079,242 |
| | | | |
Information Technology 3.6% | | | | | | | | |
Communications Equipment 1.4% | | | | | | | | |
Brocade Communications Systems, Inc.* | | 352,000 | | 3,043,734 | | 3,395,734 | | 2,837,120 | | 24,532,496 | | 27,369,616 |
| | | | |
Computers & Peripherals 0.4% | | | | | | | | |
Hewlett-Packard Co. | | 80,900 | | — | | 80,900 | | 3,807,154 | | — | | 3,807,154 |
International Business Machines Corp. | | 32,320 | | — | | 32,320 | | 4,183,178 | | — | | 4,183,178 |
| | | | | | | | | | | | |
| | | | | | | | 7,990,332 | | — | | 7,990,332 |
| | | | | | | | | | | | |
IT Services 0.2% | | | | | | | | | | | | |
MasterCard, Inc. “A” | | 10,610 | | — | | 10,610 | | 3,274,776 | | — | | 3,274,776 |
| | | |
Semiconductors & Semiconductor Equipment 1.5% | | | | | | |
Taiwan Semiconductor Manufacturing Co., Ltd. (ADR) | | 269,400 | | 2,340,935 | | 2,610,335 | | 3,084,630 | | 26,803,706 | | 29,888,336 |
| | | | | | |
Software 0.1% | | | | | | | | | | | | |
Microsoft Corp. | | 88,900 | | — | | 88,900 | | 2,517,648 | | — | | 2,517,648 |
The accompanying notes are an integral part of the financial statements.
5
| | | | | | | | | | | | |
| | | DWS
Equity
Partners
Fund
Shares | | DWS
Large Cap
Value
Fund
Shares | | Combined
Pro Forma
Shares | | DWS
Equity
Partners
Fund
Value ($) | | DWS
Large Cap
Value Fund
Value ($) | | Combined
Pro Forma
Value ($) |
| | | | |
Materials 5.7% | | | | | | | | |
Chemicals 4.4% | | | | | | | | |
Air Products & Chemicals, Inc. | | 36,000 | | 317,980 | | 353,980 | | 3,669,120 | | 32,408,522 | | 36,077,642 |
Dow Chemical Co. | | 55,400 | | 474,632 | | 530,032 | | 2,238,160 | | 19,175,133 | | 21,413,293 |
Praxair, Inc. | | 29,400 | | 296,740 | | 326,140 | | 2,794,764 | | 28,208,104 | | 31,002,868 |
| | | | | | | | | | | | |
| | | | | | | | 8,702,044 | | 79,791,759 | | 88,493,803 |
| | | | | | | | | | | | |
Containers & Packaging 1.3% | | | | | | | | |
Sonoco Products Co. | | 77,500 | | 675,572 | | 25,000 | | 2,683,050 | | 23,388,302 | | 26,071,352 |
| | | | |
Telecommunication Services 4.2% | | | | | | | | |
Diversified Telecommunication Services 4.2% | | | | | | |
AT&T, Inc. | | 123,400 | | 1,111,211 | | 1,234,611 | | 4,923,660 | | 44,337,319 | | 49,260,979 |
BCE, Inc. | | 117,800 | | 876,226 | | 994,026 | | 4,139,492 | | 30,790,582 | | 34,930,074 |
| | | | | | | | | | | | |
| | | | | | | | 9,063,152 | | 75,127,901 | | 84,191,053 |
| | | | | | | | | | | | |
Utilities 12.0% | | | | | | | | |
Electric Utilities 10.2% | | | | | | | | |
Allegheny Energy, Inc. | | — | | 547,531 | | 547,531 | | — | | 29,977,322 | | 29,977,322 |
Duke Energy Corp. | | 134,800 | | 1,194,093 | | 1,328,893 | | 2,491,104 | | 22,066,839 | | 24,557,943 |
Entergy Corp. | | 24,300 | | 207,140 | | 231,440 | | 2,934,711 | | 25,016,298 | | 27,951,009 |
Exelon Corp. | | 59,500 | | 515,607 | | 575,107 | | 5,236,000 | | 45,373,416 | | 50,609,416 |
FirstEnergy Corp. | | 48,600 | | 431,110 | | 479,710 | | 3,825,306 | | 33,932,668 | | 37,757,974 |
FPL Group, Inc. | | 53,900 | | 466,271 | | 520,171 | | 3,639,328 | | 31,482,618 | | 35,121,946 |
| | | | | | | | | | | | |
| | | | | | | | 18,126,449 | | 187,849,161 | | 205,975,610 |
| | | | | | | | | | | | |
Multi-Utilities 1.8% | | | | | | | | |
PG&E Corp. | | 97,200 | | 839,860 | | 937,060 | | 3,848,148 | | 33,250,057 | | 37,098,205 |
| | | |
Total Common Stocks (Cost $166,811,589, $1,475,946,127 and $1,642,757,716 respectively) | | 202,341,538 | | 1,719,660,054 | | 1,922,001,592 |
The accompanying notes are an integral part of the financial statements.
6
| | | | | | | | | | | | | | | |
| | | DWS
Equity
Partners
Fund
Shares | | DWS
Large Cap
Value
Fund
Shares | | Combined
Pro Forma
Shares | | DWS
Equity
Partners
Fund
Value ($) | | | DWS
Large Cap
Value Fund
Value ($) | | | Combined
Pro Forma
Value ($) | |
| | | | |
Securities Lending Collateral 12.2% | | | | | | | | | | | |
Daily Assets Fund Institutional, 2.76%(a)(b) (Cost $30,653,244, $214,891,045 and $245,544,289 respectively) | | 30,653,244 | | 214,891,045 | | 245,544,289 | | 30,653,244 | | | 214,891,045 | | | 245,544,289 | |
| | | | |
Cash Equivalents 4.5% | | | | | | | | | | | |
Cash Management QP Trust, 2.48%(a)
(Cost $3,016,844, $88,684,155 and $91,700,999 respectively) | | 3,016,844 | | 88,684,155 | | 91,700,999 | | 3,016,844 | | | 88,684,155 | | | 91,700,999 | |
| | | |
Total Investment Portfolio (Cost $200,481,677, $1,779,521,327 and $1,980,003,004 respectively) 112.1% | | 236,011,626 | | | 2,023,235,254 | | | 2,259,246,880 | |
Other Assets and Liabilities, Net (12.1)% | | (32,694,245 | ) | | (210,827,298 | ) | | (243,521,543 | ) |
| | | | | | | | | | | | | | | |
Net Assets 100.0% | | 203,317,381 | | | 1,812,407,956 | | | 2,015,725,337 | |
| | | | | | | | | | | | | | | |
| * | | Non-income producing security. |
| (a) | | Affiliated fund managed by Deutsche Investment Management Americas Inc. The rate shown is the annualized seven-day yield at period end. |
| (b) | | Represents collateral held in connection with securities lending. Income earned by the Fund is net of borrower rebates. |
The accompanying notes are an integral part of the financial statements.
7
PRO FORMA CAPITALIZATION (UNAUDITED)
The following table sets forth the unaudited capitalization of each Fund as of May 31, 2008, and of DWS Large Cap Value Fund on a pro forma combined basis, giving effect to the proposed acquisition of assets at net asset value as of that date.(1)
| | | | | | | | | | | | | |
| | | DWS Equity
Partners Fund | | DWS Large Cap
Value Fund | | Pro Forma
Adjustments | | | Pro Forma
Combined |
Net Assets | | | | | | | | | | | | | |
Class A Shares | | $ | 149,767,186 | | $ | 316,189,121 | | $ | (110,493 | )(2) | | $ | 465,845,814 |
Class B Shares | | $ | 3,745,259 | | $ | 27,169,155 | | $ | (2,763 | )(2) | | $ | 30,911,651 |
Class C Shares | | $ | 6,149,962 | | $ | 31,249,621 | | $ | (4,537 | )(2) | | $ | 37,395,046 |
Class S Shares | | | — | | $ | 1,373,091,531 | | | — | | | $ | 1,373,091,531 |
Institutional Class | | $ | 43,654,974 | | $ | 64,708,528 | | $ | (32,207 | )(2) | | $ | 108,331,295 |
| | | | | | | | | | | | | |
Total Net Assets | | $ | 203,317,381 | | $ | 1,812,407,956 | | $ | (150,000 | )(2) | | $ | 2,015,575,337 |
| | | | | | | | | | | | | |
Shares Outstanding | | | | | | | | | | | | | |
Class A Shares | | | 6,294,485 | | | 15,019,865 | | | 814,625 | | | | 22,128,975 |
Class B Shares | | | 171,149 | | | 1,288,506 | | | 6,340 | | | | 1,465,995 |
Class C Shares | | | 280,821 | | | 1,483,602 | | | 10,938 | | | | 1,775,361 |
Class S Shares | | | — | | | 65,212,547 | | | — | | | | 65,212,547 |
Institutional Class | | | 1,817,585 | | | 3,066,792 | | | 249,870 | | | | 5,134,247 |
Net Asset Value Per Share | | | | | | | | | | | | | |
Class A Shares | | | $23.79 | | | $21.05 | | | — | | | | $21.05 |
Class B Shares | | | $21.88 | | | $21.09 | | | — | | | | $21.09 |
Class C Shares | | | $21.90 | | | $21.06 | | | — | | | | $21.06 |
Class S Shares | | | — | | | $21.06 | | | — | | | | $21.06 |
Institutional Class | | | $24.02 | | | $21.10 | | | — | | | | $21.10 |
| (1) | | Assumes the merger had been consummated on May 31, 2008, and is for information purposes only. No assurance can be given as to how many shares of DWS Large Cap Value Fund will be received by the shareholders of DWS Equity Partners Fund on the date the merger takes place, and the foregoing should not be relied upon to reflect the number of shares of DWS Large Cap Value Fund that actually will be received on or after such date. |
| (2) | | Pro Forma adjustments include estimated one time merger costs of $150,000, which are to be borne by DWS Equity Partners Fund. |
The accompanying notes are an integral part of the financial statements.
8
PRO FORMA COMBINED CONDENSED STATEMENT OF ASSETS AND LIABILITIES
AS OF MAY 31, 2008 (UNAUDITED)
| | | | | | | | | | | | | | | | |
| | | DWS Equity
Partners Fund | | | DWS Large
Cap Value
Fund | | | Pro Forma
Adjustments | | | Pro Forma
Combined | |
Investments, at value | | $ | 236,011,626 | | | $ | 2,023,235,254 | | | | — | | | $ | 2,259,246,880 | |
Cash | | $ | 2,563 | | | $ | (31,928 | ) | | | — | | | $ | (29,365 | ) |
Other Assets less liabilities | | $ | (32,696,808 | ) | | $ | (210,795,370 | ) | | $ | (150,000 | )(1) | | $ | (243,642,178 | ) |
| | | | | | | | | | | | | | | | |
Total Net assets | | $ | 203,317,381 | | | $ | 1,812,407,956 | | | $ | (150,000 | )(1) | | $ | 2,015,575,337 | |
| | | | | | | | | | | | | | | | |
Net Assets | | | | | | | | | | | | | | | | |
Class A | | $ | 149,767,186 | | | $ | 316,189,121 | | | $ | (110,493 | )(1) | | $ | 465,845,814 | |
Class B | | $ | 3,745,259 | | | $ | 27,169,155 | | | $ | (2,763 | )(1) | | $ | 30,911,651 | |
Class C | | $ | 6,149,962 | | | $ | 31,249,621 | | | $ | (4,537 | )(1) | | $ | 37,395,046 | |
Class S | | | — | | | $ | 1,373,091,531 | | | | — | | | $ | 1,373,091,531 | |
Institutional Shares | | $ | 43,654,974 | | | $ | 64,708,528 | | | $ | (32,207 | )(1) | | $ | 108,331,295 | |
| | | | | | | | | | | | | | | | |
Total Net assets | | $ | 203,317,381 | | | $ | 1,812,407,956 | | | $ | (150,000 | )(1) | | $ | 2,015,575,337 | |
| | | | | | | | | | | | | | | | |
Shares Outstanding | | | | | | | | | | | | | | | | |
Class A | | | 6,294,485 | | | | 15,019,865 | | | | 814,625 | | | | 22,128,975 | |
Class B | | | 171,149 | | | | 1,288,506 | | | | 6,340 | | | | 1,465,995 | |
Class C | | | 280,821 | | | | 1,483,602 | | | | 10,938 | | | | 1,775,361 | |
Class S | | | — | | | | 65,212,547 | | | | — | | | | 65,212,547 | |
Institutional Shares | | | 1,817,585 | | | | 3,066,792 | | | | 249,870 | | | | 5,134,247 | |
| | | | |
Net Asset Value per Share | | | | | | | | | | | | | | | | |
Class A | | | 23.79 | | | | 21.05 | | | | 0 | | | | 21.05 | |
Class B | | | 21.88 | | | | 21.09 | | | | 0 | | | | 21.09 | |
Class C | | | 21.90 | | | | 21.06 | | | | 0 | | | | 21.06 | |
Class S | | | | | | | 21.06 | | | | | | | | 21.06 | |
Institutional Shares | | | 24.02 | | | | 21.10 | | | | 0 | | | | 21.10 | |
| (1) | | Pro Forma adjustments include estimated one time merger costs of $150,000, which are to be borne by DWS Equity Partners Fund. |
The accompanying notes are an integral part of the financial statements.
9
PRO FORMA COMBINING CONDENSED STATEMENT OF OPERATIONS
FOR THE TWELVE MONTH PERIOD ENDED MAY 31, 2008 (UNAUDITED)
| | | | | | | | | | | | | | | | |
| | | DWS Equity
Partners Fund | | | DWS Large
Cap Value Fund | | | Pro Forma
Adjustments | | | Pro Forma
Combined | |
Investment Income: | | | | | | | | | | | | | | | | |
Interest and dividend income | | $ | 5,284,943 | | | $ | 38,583,550 | | | | — | | | $ | 43,868,493 | |
| | | | | | | | | �� | | | | | | | |
Total Investment Income | | | 5,284,943 | | | | 38,583,550 | | | | — | | | | 43,868,493 | |
Expenses | | | | | | | | | | | | | | | | |
Management Fees | | | 2,515,438 | | | | 7,531,173 | | | | (1,090,773 | )(1) | | | 8,955,838 | |
Services to Shareholders | | | 400,124 | | | | 2,377,365 | | | | — | | | | 2,777,489 | |
Administration Fee | | | 356,169 | | | | 1,788,915 | | | | — | | | | 2,145,084 | |
Custodian Fees | | | 12,852 | | | | 130,755 | | | | — | | | | 143,607 | |
Distribution Service Fees | | | 685,924 | | | | 1,318,190 | | | | — | | | | 2,004,114 | |
Professional Fees | | | 85,172 | | | | 154,608 | | | | (53,667 | )(1) | | | 186,113 | |
Director’s Fees and Expenses | | | 16,566 | | | | 155,958 | | | | — | | | | 172,524 | |
Reports to Shareholders | | | 54,491 | | | | 487,087 | | | | — | | | | 541,578 | |
Registration Fees | | | 56,170 | | | | 56,266 | | | | (56,170 | )(1) | | | 56,266 | |
Other Expenses | | | 33,688 | | | | 65,965 | | | | — | | | | 99,653 | |
| | | | | | | | | | | | | | | | |
Total expenses before reductions | | | 4,216,594 | | | | 14,066,282 | | | | (1,200,610 | ) | | | 17,082,266 | |
Expense reductions | | | (11,580 | ) | | | (205,833 | ) | | | — | | | | (217,413 | ) |
| | | | | | | | | | | | | | | | |
Expenses, net | | | 4,205,014 | | | | 13,860,449 | | | | (1,200,610 | ) | | | 16,864,853 | |
| | | | | | | | | | | | | | | | |
Net investment income (loss) | | | 1,079,929 | | | | 24,723,101 | | | | 1,200,610 | | | | 27,003,640 | |
| | | | | | | | | | | | | | | | |
| | | | |
Net Realized and Unrealized Gain (Loss) | | | | | | | | | | | | | | | | |
| | | | |
Net realized gain (loss) on: | | | | | | | | | | | | | | | | |
Investments | | | 70,190,285 | | | | 257,818,993 | | | | — | | | | 328,009,278 | |
Foreign currency related transactions | | | 27,272 | | | | (133,689 | ) | | | — | | | | (106,417 | ) |
Payments by Affiliates | | | — | | | | 544,762 | | | | — | | | | 544,762 | |
| | | | |
Net unrealized appreciation (depreciation) on: | | | | | | | | | | | | | | | | |
Investments | | | (164,381,861 | ) | | | (168,732,443 | ) | | | — | | | | (333,114,304 | ) |
Foreign currency related transactions | | | — | | | | 141 | | | | — | | | | 141 | |
| | | | | | | | | | | | | | | | |
Net increase in net assets from operations | | $ | (93,084,375 | ) | | $ | 114,220,865 | | | $ | 1,200,610 | | | $ | 22,337,100 | |
| | | | | | | | | | | | | | | | |
| (1) | | Pro Forma operating expenses are based on actual expenses of DWS Large Cap Value Fund and DWS Equity Partners Fund, with certain expenses adjusted to reflect the expected expenses of the combined entity. The management fee has been calculated for the combined Funds based on the fee schedule in effect for DWS Large Cap Value Fund at the combined level of average net assets for the period ended May 31, 2008. |
The accompanying notes are an integral part of the financial statements.
10
Notes to Pro Forma Combining Financial Statements
May 31, 2008
These financial statements set forth the unaudited pro forma combined condensed Statement of Assets and Liabilities as of May 31, 2008, and the unaudited pro forma combined condensed Statement of Operations for the year ended May 31, 2008 for DWS Equity Partners Fund and DWS Large Cap Value Fund, as adjusted, giving effect to the merger as if it had occurred as of the beginning of the period. These statements have been derived from the books and records utilized in calculating daily net asset value for each fund and have been 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.
Basis of Combination
Under the terms of the Plan of Reorganization, the combination will be accounted for by the method of accounting for tax-free mergers of investment companies. The acquisitions would be accomplished by an acquisition of the net assets of DWS Equity Partners Fund in exchange for shares of DWS Large Value Fund at net asset value. Following the acquisition, DWS Large Cap Value Fund will be the accounting survivor. In accordance with accounting principles generally accepted in the United States of America, the historical cost of investment securities will be carried forward to the surviving fund and the results of operations for pre-combination periods will not be restated.
Portfolio 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. 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 the security is traded most extensively. 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. Money market instruments purchased with an original or remaining maturity of sixty days or less, maturing at par, are valued at amortized cost. Investments in open-end investment companies and Cash Management QP Trust are valued at their net asset value each day.
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 Directors/Trustees.
Federal Income Taxes
It is each Fund’s policy to comply with the requirements of the Internal Revenue Code, as amended, which are applicable to regulated investment companies, and to distribute all of their taxable income to shareholders. After the acquisition, DWS Large Cap Value Fund intends to continue to qualify as a regulated investment company.
11
Appendix A
<PRE>
Supplement to the currently effective Statements of Additional Information of
each of the funds/portfolios listed below:
Cash Account Trust Cash Reserve Fund, Inc.
Government and Agency Securities Portfolio Prime Series
DWS Government Cash Institutional Shares Prime Institutional Shares
Government Cash Managed Shares Cash Reserves Fund Institutional
Money Market Portfolio DWS Money Market Series
Institutional Money Market Shares Managed Shares
Institutional Select Money Market Shares Institutional Shares
Tax-Exempt Portfolio Investors Cash Trust
DWS Tax-Exempt Cash Institutional Shares Treasury Portfolio
Tax-Exempt Cash Managed Shares Institutional Shares
Cash Management Fund Institutional
Effective July 16, 2008, DWS Scudder Investments will change its name to DWS
Investments.
Also, effective July 16, 2008, several service providers to the funds and
retirement plans will change their names. The new names will be as follows:
Current Name New Name, effective July 16, 2008
DWS Scudder Distributors, Inc. DWS Investments Distributors, Inc. ("DIDI")
DWS Scudder Fund Accounting Corporation DWS Investments Fund Accounting Corporation ("DIFA")
DWS Scudder Investments Service Company DWS Investments Service Company ("DISC")
DWS Scudder Wholesalers DWS Investments Wholesalers
DWS Scudder Flex Plan DWS Investments Flex Plan
DWS Scudder Individual Retirement Account (IRA) DWS Investments Individual Retirement Account (IRA)
DWS Scudder Horizon Plan DWS Investments Horizon Plan
DWS Scudder Profit Sharing and Money Purchase Pension DWS Simplified Profit Sharing and Money Purchase Pension
Plans Plans
DWS Scudder 401(k) Plan DWS Investments 401(k) Plan
DWS Scudder 403(b) Plan DWS Investments 403(b) Plan
DWS Scudder IRA DWS Investments IRA
References to the designation "DWS Scudder" contained in the "Management"
section of each of the funds' Statements of Additional Information, if any, are
hereby changed to "DWS Investments." DWS Investments is part of Deutsche Bank's
Asset Management division and, within the United States, represents the retail
asset management activities of Deutsche Bank AG, Deutsche Bank Trust Company
Americas, Deutsche Investment Management Americas Inc. and DWS Trust Company.
Please Retain this Supplement for Future Reference
July 16, 2008
Supplement to the currently effective Statements of Additional Information of
each of the listed funds/portfolios:
Cash Account Trust DWS Equity 500 Index Fund DWS Massachusetts Tax-Free Fund
Government and Agency Securities DWS Equity Income Fund DWS Micro Cap Fund
Portfolio DWS Equity Partners Fund DWS Mid Cap Growth Fund
Money Market Portfolio DWS Europe Equity Fund DWS Money Market Prime Series
Tax-Exempt Portfolio DWS Floating Rate Plus Fund DWS Money Market Series
Cash Management Fund Institutional DWS Global Bond Fund DWS New York Tax-Free Income Fund
Cash Reserve Fund, Inc. DWS Global Opportunities Fund DWS RREEF Global Real Estate Securities
Prime Series DWS Global Thematic Fund Fund
Cash Reserves Fund Institutional DWS GNMA Fund DWS RREEF Real Estate Securities Fund
Daily Assets Fund Institutional DWS Gold & Precious Metals Fund DWS S&P 500 Index Fund
DWS Alternative Asset Allocation Plus Fund DWS Growth & Income Fund DWS Short Duration Fund
DWS Balanced Fund DWS Health Care Fund DWS Short Duration Plus Fund
DWS Blue Chip Fund DWS High Income Fund DWS Short-Term Municipal Bond Fund
DWS California Tax-Free Income Fund DWS High Income Plus Fund DWS Small Cap Core Fund
DWS Capital Growth Fund DWS Strategic High Yield Tax-Free Fund DWS Small Cap Growth Fund
DWS Climate Change Fund DWS Inflation Protected Plus Fund DWS Small Cap Value Fund
DWS Commodity Securities Fund DWS Intermediate Tax/AMT Free Fund DWS Strategic Government Securities Fund
DWS Communications Fund DWS International Fund DWS Strategic Income Fund
DWS Core Fixed Income Fund DWS International Select Equity Fund DWS Target 2008 Fund
DWS Core Plus Allocation Fund DWS International Value Opportunities DWS Target 2010 Fund
DWS Core Plus Income Fund Fund DWS Target 2011 Fund
DWS Disciplined Long/Short Growth Fund DWS Japan Equity Fund DWS Target 2012 Fund
DWS Disciplined Long/Short Value Fund DWS Large Cap Value Fund DWS Target 2013 Fund
DWS Disciplined Market Neutral Fund DWS Large Company Growth Fund DWS Target 2014 Fund
DWS Dreman Concentrated Value Fund DWS Latin America Equity Fund DWS Technology Fund
DWS Dreman High Return Equity Fund DWS LifeCompass 2015 Fund DWS U.S. Bond Index Fund
DWS Dreman Mid Cap Value Fund DWS LifeCompass 2020 Fund DWS Value Builder Fund
DWS Dreman Small Cap Value Fund DWS LifeCompass 2030 Fund Investors Cash Trust
DWS EAFE(R) Equity Index Fund DWS LifeCompass 2040 Fund Treasury Portfolio
DWS Emerging Markets Equity Fund DWS LifeCompass Income Fund NY Tax Free Money Fund
DWS Emerging Markets Fixed Income Fund DWS LifeCompass Protect Fund Tax Free Money Fund Investment
DWS Enhanced S&P 500 Index Fund DWS LifeCompass Retirement Fund Tax-Exempt California Money Market Fund
DWS Lifecycle Long Range Fund
DWS Managed Municipal Bond Fund
The following information replaces similar disclosure under "Revenue Sharing" in
the "Purchase and Redemption of Shares" section of each Fund's/Portfolio's
Statements of Additional Information:
Revenue Sharing
In light of recent regulatory developments, the Advisor, the Distributor and
their affiliates have undertaken to furnish certain additional information below
regarding the level of payments made by them to selected affiliated and
unaffiliated brokers, dealers, participating insurance companies or other
financial intermediaries ("financial advisors") in connection with the sale
and/or distribution of Fund shares or the retention and/or servicing of
investors and Fund shares ("revenue sharing").
[DWS SCUDDER LOGO]
Deutsche Bank Group
The Advisor, the Distributor and/or their affiliates may pay additional
compensation, out of their own assets and not as an additional charge to each
Fund, to financial advisors in connection with the sale and/or distribution of
Fund shares or the retention and/or servicing of Fund investors and Fund shares.
Such revenue sharing payments are in addition to any distribution or service
fees payable under any Rule 12b-1 or service plan of any fund, any record
keeping/sub-transfer agency/networking fees payable by each Fund (generally
through the Distributor or an affiliate) and/or the Distributor to certain
financial advisors for performing such services and any sales charges,
commissions, non-cash compensation arrangements expressly permitted under
applicable rules of FINRA or other concessions described in the fee table or
elsewhere in the Prospectuses or the SAI as payable to all financial advisors.
For example, the Advisor, the Distributor and/or their affiliates may compensate
financial advisors for providing each Fund with "shelf space" or access to a
third party platform or fund offering list, or other marketing programs
including, without limitation, inclusion of each Fund on preferred or
recommended sales lists, mutual fund "supermarket" platforms and other formal
sales programs; granting the Distributor access to the financial advisor's sales
force; granting the Distributor access to the financial advisor's conferences
and meetings; assistance in training and educating the financial advisor's
personnel; and, obtaining other forms of marketing support. The level of revenue
sharing payments made to financial advisors may be a fixed fee or based upon one
or more of the following factors: gross sales, current assets and/or number of
accounts of each Fund attributable to the financial advisor, the particular fund
or fund type or other measures as agreed to by the Advisor, the Distributor
and/or their affiliates and the financial advisors or any combination thereof.
The amount of these payments is determined at the discretion of the Advisor, the
Distributor and/or their affiliates from time to time, may be substantial, and
may be different for different financial advisors based on, for example, the
nature of the services provided by the financial advisor.
The Advisor, the Distributor and/or their affiliates currently make revenue
sharing payments from their own assets in connection with the sale and/or
distribution of DWS Fund shares, or the retention and/or servicing of investors,
to financial advisors in amounts that generally range from .01% up to .50% of
assets of the Fund serviced and maintained by the financial advisor, .10% to
..25% of sales of the Fund attributable to the financial advisor, a flat fee of
$13,350 up to $500,000, or any combination thereof. These amounts are annual
figures typically paid on a quarterly basis and are subject to change at the
discretion of the Advisor, the Distributor and/or their affiliates. Receipt of,
or the prospect of receiving, this additional compensation, may influence your
financial advisor's recommendation of this Fund or of any particular share class
of the Fund. You should review your financial advisor's compensation disclosure
and/or talk to your financial advisor to obtain more information on how this
compensation may have influenced your financial advisor's recommendation of this
Fund.
The Advisor, the Distributor and/or their affiliates may also make such revenue
sharing payments to financial advisors under the terms discussed above in
connection with the distribution of both DWS funds and non-DWS funds by
financial advisors to retirement plans that obtain record keeping services from
ADP, Inc. on the DWS Scudder branded retirement plan platform (the "Platform")
with the level of revenue sharing payments being based upon sales of both the
DWS funds and the non-DWS funds by the financial advisor on the Platform or
current assets of both the DWS funds and the non-DWS funds serviced and
maintained by the financial advisor on the Platform.
As of the date hereof, each Fund has been advised that the Advisor, the
Distributor and their affiliates expect that the following firms will receive
revenue sharing payments at different points during the coming year as described
above:
Channel: Broker-Dealers and Financial Advisors
AIG Advisors Group
Ameriprise
Cadaret, Grant & Co. Inc.
Capital Analyst, Incorporated
Citigroup Global Markets, Inc. (dba Smith Barney)
Commonwealth Equity Services, LLP (dba Commonwealth Financial Network)
Deutsche Bank group
First Clearing/Wachovia Securities
Fiserv Trust Company
HD Vest Investment Securities, Inc.
ING Group
John Hancock Distributors LLC
2
LPL Financial
M.L. Stern & Co.
Marsh Insurance and Investment Company
Meridien Financial Group
Merrill Lynch, Pierce, Fenner & Smith Inc.
Morgan Stanley
Oppenheimer & Co., Inc.
Raymond James & Associates
Raymond James Financial Services
RBC Dain Rauscher, Inc
Securities America, Inc.
UBS Financial Services
Wachovia Securities
Wells Fargo Investments, LLC
Channel: Cash Product Platform
Allegheny Investments LTD
Bank of New York (Hare & Co.)
Bear, Stearns Securities Corp.
Brown Brothers Harriman
Brown Investment Advisory & Trust Company
Cadaret Grant & Co.
Chicago Mercantile Exchange
D.A. Davidson & Company
Deutsche Bank Group
Emmett A. Larkin Company
Fiduciary Trust Co. - International
First Southwest Company
Huntleigh Securities
Lincoln Investment Planning
LPL Financial
Mellon Financial Markets LLC
Penson Financial Services
Pershing Choice Platform
ProFunds Distributors, Inc.
Ridge Clearing & Outsourcing Solutions
Romano Brothers and Company
SAMCO Capital Markets
Smith Moore & Company
Sungard Institutional Brokerage Inc.
US Bancorp
UBS
William Blair & Company
Channel: Third Party Insurance Platforms
Allstate Life Insurance Company of New York
Ameritas Life Insurance Group
Annuity Investors Life Insurance Company
Columbus Life Insurance Company
Commonwealth Annuity and Life Insurance Company
Companion Life Insurance Company
Connecticut General Life Insurance Company
Farmers New World Life Insurance Company
Fidelity Security Life Insurance Company
First Allmerica Financial Life Insurance Company
First Great West Life and Annuity Company
3
Genworth Life Insurance Company of New York
Genworth Life and Annuity Insurance Company
Great West Life and Annuity Insurance Company
Hartford Life Insurance Company
Integrity Life Insurance Company
John Hancock Life Insurance companies
Kemper Investors Life Insurance Company
Lincoln Benefit Life Insurance Company
Lincoln Life & Annuity Company of New York
Lincoln National Life Insurance Company
Massachusetts Mutual Life Insurance Group
MetLife Group
Minnesota Life Insurance Company
National Life Insurance Company
National Integrity Life Insurance Company
Nationwide Group
New York Life Insurance and Annuity Corporation
Phoenix Life Insurance Company
Protective Life Insurance
Provident Mutual Life Insurance
Prudential Insurance Company of America
Sun Life Group
Symetra Life Insurance Company
Transamerica Life Insurance Company
Union Central Life Insurance Company
United of Omaha Life Insurance Company
United Investors Life Insurance Company
Western Southern Life Assurance Company
Any additions, modifications or deletions to the financial advisors identified
above that have occurred since the date hereof are not reflected.
The Advisor, the Distributor or their affiliates may enter into additional
revenue sharing arrangements or change or discontinue existing arrangements with
financial advisors at any time without notice.
The prospect of receiving, or the receipt of additional compensation or
promotional incentives described above by financial advisors may provide such
financial advisors and/or their salespersons with an incentive to favor sales of
shares of the DWS funds or a particular DWS fund over sales of shares of mutual
funds (or non-mutual fund investments) with respect to which the financial
advisor does not receive additional compensation or promotional incentives, or
receives lower levels of additional compensation or promotional incentives.
Similarly, financial advisors may receive different compensation or incentives
that may influence their recommendation of any particular share class of the
Fund or of other funds. These payment arrangements, however, will not change the
price that an investor pays for Fund shares or the amount that the Fund receives
to invest on behalf of an investor and will not increase Fund expenses. You may
wish to take such payment arrangements into account when considering and
evaluating any recommendations relating to Fund shares and you should discuss
this matter with your financial advisor and review your financial advisor's
disclosures.
4
It is likely that broker-dealers that execute portfolio transactions for the
Fund will include firms that also sell shares of the DWS funds to their
customers. However, the Advisor will not consider sales of DWS fund shares as a
factor in the selection of broker-dealers to execute portfolio transactions for
the DWS funds. Accordingly, the Advisor has implemented policies and procedures
reasonably designed to prevent its traders from considering sales of DWS fund
shares as a factor in the selection of broker-dealers to execute portfolio
transactions for the Fund. In addition, the Advisor, the Distributor and/or
their affiliates will not use fund brokerage to pay for their obligation to
provide additional compensation to financial advisors as described above.
Please Retain This Supplement for Future Reference
April 14, 2008
5
SUPPLEMENT TO THE CURRENTLY EFFECTIVE STATEMENTS OF ADDITIONAL INFORMATION FOR
EACH OF THE LISTED FUNDS
Cash Account Trust DWS Strategic Government Securities Fund
Government & Agency Securities Portfolio DWS Strategic Income Fund
Money Market Portfolio DWS Target Fund
Tax-Exempt Portfolio DWS LifeCompass Income Fund
Investors Cash Trust DWS LifeCompass Protect Fund
Treasury Portfolio DWS Target 2008 Fund
Tax-Exempt California Money Market Fund DWS Target 2010 Fund
DWS Balanced Fund DWS Target 2011 Fund
DWS Blue Chip Fund DWS Target 2012 Fund
DWS Equity Trust DWS Target 2013 Fund
DWS Alternative Asset Allocation Plus Fund DWS Target 2014 Fund
DWS Core Plus Allocation Fund DWS Technology Fund
DWS Disciplined Long/Short Growth Fund DWS Value Series, Inc.
DWS Disciplined Long/Short Value Fund DWS Dreman Concentrated Value Fund
DWS Disciplined Market Neutral Fund DWS Dreman High Return Equity Fund
DWS High Income Series DWS Dreman Mid Cap Value Fund
DWS High Income Fund DWS Dreman Small Cap Value Fund
DWS Money Funds DWS Large Cap Value Fund
DWS Money Market Prime Series
DWS State Tax-Free Trust
DWS California Tax-Free Income Fund
DWS New York Tax-Free Income Fund
Shareholders of the funds listed above recently elected Board Members and
certain of the funds listed above approved: (1) an amended and restated
investment management agreement with Deutsche Investment Management Americas
Inc. (the "Advisor"); (2) a subadviser approval policy; and (3) the revision
and/or removal of certain fundamental investment policies.
Board Members
- -------------
For all funds the following replaces the relevant disclosure with respect to the
Board under Trustees and Officers or Directors and Officers, as applicable:
The following table presents certain information regarding the Board Members of
the Funds. Each Board Member's year of birth is set forth in parentheses after
his or her name. Unless otherwise noted, (i) each Board Member has engaged in
the principal occupation(s) noted in the table for at least the most recent five
years, although not necessarily in the same capacity, and (ii) the address of
each Board Member that is not an "interested person" (as defined in the 1940
Act) of the Funds or the Advisor (each, an "Independent Board Member"), is c/o
Dawn-Marie Driscoll, PO Box 100176, Cape Coral, FL 33904. The term of office for
each Board Member is until the election and qualification of a successor, or
until such Board Member sooner dies, resigns, is removed or as otherwise
provided in the governing documents of the Funds. Because the Funds do not hold
an annual meeting of shareholders, each Board Member will hold office for an
indeterminate period. The Board Members may also serve in similar capacities
with other funds in the DWS fund complex.
-1-
Independent Board Members
- ----------------------------------------------------------------------------------------------------------------------
Name, Year of Birth,
Position with the Funds Number of Funds
and Length of Time Business Experience and in DWS Fund
Served(1) Directorships During the Past 5 Years Complex Overseen
- ----------------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll (1946) President, Driscoll Associates (consulting firm); Executive Fellow, 135
Chairperson since Center for Business Ethics, Bentley College; formerly, Partner,
2004,(2) and Board Palmer & Dodge (1988-1990); Vice President of Corporate Affairs and
Member since 1987 General Counsel, Filene's (1978-1988). Directorships: Trustee of 8
open-end mutual funds managed by Sun Capital Advisers, Inc. (since
2007); Director of ICI Mutual Insurance Company (since 2007);
Advisory Board, Center for Business Ethics, Bentley College; Trustee,
Southwest Florida Community Foundation (charitable organization);
Former Directorships: Investment Company Institute (audit, executive,
nominating committees) and Independent Directors Council (governance,
executive committees)
- ----------------------------------------------------------------------------------------------------------------------
Paul K. Freeman Consultant, World Bank/Inter-American Development Bank; formerly, 133
(1950) Project Leader, International Institute for Applied Systems Analysis
Vice Chairperson since (1998-2001); Chief Executive Officer, The Eric Group, Inc.
2008, and Board Member (environmental insurance) (1986-1998)
since 1993
- ----------------------------------------------------------------------------------------------------------------------
John W. Ballantine (1946) Retired; formerly, Executive Vice President and Chief Risk Management 135
Board Member since 1999 Officer, First Chicago NBD Corporation/The First National Bank of
Chicago (1996-1998); Executive Vice President and Head of
International Banking (1995-1996). Directorships: Healthways Inc.
(provider of disease and care management services); Portland General
Electric (utility company); Stockwell Capital Investments PLC
(private equity). Former Directorships: First Oak Brook Bancshares,
Inc. and Oak Brook Bank
- ----------------------------------------------------------------------------------------------------------------------
Henry P. Becton, Jr. Vice Chair, WGBH Educational Foundation. Directorships: Association 135
(1943) of Public Television Stations; Becton Dickinson and Company(3)
Board Member since (medical technology company); Belo Corporation(3) (media company);
1990 Boston Museum of Science; Public Radio International. Former
Directorships: American Public Television; Concord Academy; New
England Aquarium; Mass. Corporation for Educational
Telecommunications; Committee for Economic Development; Public
Broadcasting Service
- ----------------------------------------------------------------------------------------------------------------------
Keith R. Fox (1954) Managing General Partner, Exeter Capital Partners (a series of 135
Board Member since private equity funds). Directorships: Progressive Holding Corporation
1996 (kitchen goods importer and distributor); Natural History, Inc.
(magazine publisher); Box Top Media Inc. (advertising); The Kennel
Shop (retailer)
- ----------------------------------------------------------------------------------------------------------------------
Kenneth C. Froewiss Clinical Professor of Finance, NYU Stern School of Business 135
(1945) (1997-present); Member, Finance Committee, Association for Asian
Board Member since Studies (2002-present); Director, Mitsui Sumitomo Insurance Group
2001 (US) (2004-present); prior thereto, Managing Director, J.P. Morgan
(investment banking firm) (until 1996)
- ----------------------------------------------------------------------------------------------------------------------
-2-
- ----------------------------------------------------------------------------------------------------------------------
Name, Year of Birth,
Position with the Funds Number of Funds
and Length of Time Business Experience and in DWS Fund
Served(1) Directorships During the Past 5 Years Complex Overseen
- ----------------------------------------------------------------------------------------------------------------------
Richard J. Herring Jacob Safra Professor of International Banking and Professor, Finance 135
(1946) Department, The Wharton School, University of Pennsylvania (since
Board Member since July 1972); Co-Director, Wharton Financial Institutions Center (since
1990 July 2000); Director, Japan Equity Fund, Inc. (since September 2007),
Thai Capital Fund, Inc. (since September 2007), Singapore Fund, Inc.
(since September 2007). Formerly, Vice Dean and Director, Wharton
Undergraduate Division (July 1995-June 2000); Director, Lauder
Institute of International Management Studies (July 2000-June 2006)
- ----------------------------------------------------------------------------------------------------------------------
William McClayton (1944) Chief Administrative Officer, Diamond Management & Technology 135
Board Member since 2004 Consultants, Inc. (global management consulting firm) (2001-present);
formerly, Senior Partner, Arthur Andersen LLP (accounting)
(1966-2001). Directorship: Board of Managers, YMCA of Metropolitan
Chicago. Formerly Trustee, Ravinia Festival
- ----------------------------------------------------------------------------------------------------------------------
Rebecca W. Rimel President and Chief Executive Officer, The Pew Charitable Trusts 135
(1951) (charitable organization) (1994 to present); Trustee, Thomas
Board Member since Jefferson Foundation (charitable organization) (1994 to present);
1995 Trustee, Executive Committee, Philadelphia Chamber of Commerce (2001
to present). Formerly, Executive Vice President, The Glenmede Trust
Company (investment trust and wealth management) (1983 to 2004);
Board Member, Investor Education (charitable organization)
(2004-2005); Director, Viasys Health Care(3) (January 2007-June
2007)
- ----------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr. Private investor since October 2003; Trustee of 8 open-end mutual 135
(1946) funds managed by Sun Capital Advisers, Inc. (since October 1998).
Board Member since Formerly, Pension & Savings Trust Officer, Sprint Corporation(3)
1993 (telecommunications) (November 1989-September 2003)
- ----------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg Retired. Formerly, Consultant (1997-2001); Director, US Government 135
(1943) Accountability Office (1996-1997); Partner, Fulbright & Jaworski,
Board Member since L.L.P. (law firm) (1978-1996). Directorships: The William and Flora
1997 Hewlett Foundation; Service Source, Inc. Former Directorships: Mutual
Fund Directors Forum (2002-2004), American Bar Retirement Association
(funding vehicle for retirement plans) (1987-1990 and 1994-1996)
- ----------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth (1940) President, Robert H. Wadsworth & Associates, Inc. (consulting firm) 138
Board Member since 1999 (1983 to present).
- ----------------------------------------------------------------------------------------------------------------------
-3-
Interested Board Member
- ----------------------------------------------------------------------------------------------------------------------
Name, Year of Birth,
Position with the Funds Number of Funds
and Length of Time Business Experience and in DWS Fund
Served(1) Directorships During the Past 5 Years Complex Overseen
- ----------------------------------------------------------------------------------------------------------------------
Axel Schwarzer(4) Managing Director(5), Deutsche Asset Management; Head of Deutsche 135
(1958) Asset Management Americas; CEO of DWS Scudder; formerly, board member
Board Member since of DWS Investments, Germany (1999-2005); formerly, Head of Sales and
2006 Product Management for the Retail and Private Banking Division of
Deutsche Bank in Germany (1997-1999); formerly, various strategic and
operational positions for Deutsche Bank Germany Retail and Private
Banking Division in the field of investment funds, tax driven
instruments and asset management for corporates (1989-1996)
- ----------------------------------------------------------------------------------------------------------------------
Officers(6)
- ----------------------------------------------------------------------------------------------------------------------
Name, Year of Birth,
Position with the Funds
and Length of Time Business Experience and
Served(7) Directorships During the Past 5 Years
- ----------------------------------------------------------------------------------------------------------------------
Michael G. Clark(8) Managing Director(5), Deutsche Asset Management (2006-present); President of DWS family
(1965) of funds; Director, ICI Mutual Insurance Company (since October 2007); formerly,
President, 2006-present Director of Fund Board Relations (2004-2006) and Director of Product Development
(2000-2004), Merrill Lynch Investment Managers; Senior Vice President Operations,
Merrill Lynch Asset Management (1999-2000)
- ----------------------------------------------------------------------------------------------------------------------
John Millette(9) (1962) Director(5), Deutsche Asset Management
Vice President and
Secretary, 1999-present
- ----------------------------------------------------------------------------------------------------------------------
Paul H. Schubert(8) Managing Director(5), Deutsche Asset Management (since July 2004); formerly,
(1963) Executive Director, Head of Mutual Fund Services and Treasurer for UBS Family of Funds
Chief Financial Officer, (1998-2004); Vice President and Director of Mutual Fund Finance at UBS Global Asset
2004-present Management (1994-1998)
Treasurer, 2005-present
- ----------------------------------------------------------------------------------------------------------------------
Patricia DeFilippis(8) Vice President, Deutsche Asset Management (since June 2005); formerly, Counsel, New
(1963) York Life Investment Management LLC (2003-2005); legal associate, Lord, Abbett & Co.
Assistant Secretary, LLC (1998-2003)
2005-present
- ----------------------------------------------------------------------------------------------------------------------
Elisa D. Metzger(8) Director(5), Deutsche Asset Management (since September 2005); formerly, Counsel,
(1962) Morrison and Foerster LLP (1999-2005)
Assistant Secretary,
2005-present
- ----------------------------------------------------------------------------------------------------------------------
Caroline Pearson(9) Managing Director(5), Deutsche Asset Management
(1962)
Assistant Secretary,
1997-present
- ----------------------------------------------------------------------------------------------------------------------
Paul Antosca(9) Director(5), Deutsche Asset Management (since 2006); formerly, Vice President, The
(1957) Manufacturers Life Insurance Company (U.S.A.) (1990-2006)
Assistant Treasurer,
2007-present
- ----------------------------------------------------------------------------------------------------------------------
Jack Clark (9) Director(5), Deutsche Asset Management (since 2007); formerly, Vice President, State
(1967) Street Corporation (2002-2007)
Assistant Treasurer,
2007-present
- ----------------------------------------------------------------------------------------------------------------------
-4-
- ----------------------------------------------------------------------------------------------------------------------
Name, Year of Birth,
Position with the Funds
and Length of Time Business Experience and
Served(7) Directorships During the Past 5 Years
- ----------------------------------------------------------------------------------------------------------------------
Kathleen Sullivan Director(5), Deutsche Asset Management
D'Eramo(9)
(1957)
Assistant Treasurer,
2003-present
- ----------------------------------------------------------------------------------------------------------------------
Diane Kenneally(9) Director(5), Deutsche Asset Management
(1966)
Assistant Treasurer,
2007-present
- ----------------------------------------------------------------------------------------------------------------------
Jason Vazquez(8) (1972) Vice President, Deutsche Asset Management (since 2006); formerly, AML Operations
Anti-Money Laundering Manager for Bear Stearns (2004-2006), Supervising Compliance Principal and Operations
Compliance Officer, Manager for AXA Financial (1999-2004)
2007-present
- ----------------------------------------------------------------------------------------------------------------------
Robert Kloby(8) (1962) Managing Director(5), Deutsche Asset Management (2004-present); formerly, Chief
Chief Compliance Compliance Officer/Chief Risk Officer, Robeco USA (2000-2004); Vice President, The
Officer, 2006-present Prudential Insurance Company of America (1988-2000); E.F. Hutton and Company (1984-1988)
- ----------------------------------------------------------------------------------------------------------------------
J. Christopher Director(5), Deutsche Asset Management (2006-present); formerly, Director, Senior Vice
Jackson(8) President, General Counsel, and Assistant Secretary, Hansberger Global Investors, Inc.
(1951) (1996-2006); Director, National Society of Compliance Professionals
Chief Legal Officer, (2002-2005)(2006-2009)
2006-present
- ----------------------------------------------------------------------------------------------------------------------
(1) The length of time served represents the year in which the Board Member
joined the board of one or more DWS funds currently overseen by the Board.
(2) Represents the year in which Ms. Driscoll was first appointed Chairperson
of certain DWS funds.
(3) A publicly held company with securities registered pursuant to Section 12
of the Securities Exchange Act of 1934.
(4) The mailing address of Axel Schwarzer is c/o Deutsche Investment Management
Americas Inc., 345 Park Avenue, New York, New York 10154. Mr. Schwarzer is
an interested Board Member by virtue of his positions with Deutsche Asset
Management. As an interested person, Mr. Schwarzer receives no compensation
from the Funds.
(5) Executive title, not a board directorship.
(6) As a result of their respective positions held with the Advisor, these
individuals are considered "interested persons" of the Advisor within the
meaning of the 1940 Act. Interested persons receive no compensation from
the Funds.
(7) The length of time served represents the year in which the officer was
first elected in such capacity for one or more DWS funds.
(8) Address: 345 Park Avenue, New York, New York 10154.
(9) Address: Two International Place, Boston, Massachusetts 02110.
Certain officers hold similar positions for other investment companies for which
the Advisor or an affiliate serves as the advisor.
-5-
Officer's Role with Principal Underwriter: DWS Scudder Distributors, Inc.
Paul H. Schubert: Vice President
Caroline Pearson: Secretary
Board Members' Responsibilities. The officers of the Funds manage its day-to-day
operations under the direction of the Board. The primary responsibility of the
Board is to represent the interests of the Funds and to provide oversight of the
management of the Funds.
Board Committees. The Board has established the following standing committees:
Audit Committee, Nominating and Governance Committee, Contract Committee, Equity
Oversight Committee, Fixed-Income and Quant Oversight Committee, Marketing and
Shareholder Services Committee, and Operations Committee. For each committee,
the Board has adopted a written charter setting forth each committee's
responsibilities. Each committee was reconstituted effective April 1, 2008.
Audit Committee: The Audit Committee, which consists entirely of Independent
Board Members, assists the Board in fulfilling its responsibility for oversight
of (1) the integrity of the financial statements, (2) the Funds' accounting and
financial reporting policies and procedures, (3) the Funds' compliance with
legal and regulatory requirements related to accounting and financial reporting
and (4) the qualifications, independence and performance of the independent
registered public accounting firm for the Funds. It also approves and recommends
to the Board the appointment, retention or termination of the independent
registered public accounting firm for the Funds, reviews the scope of audit and
internal controls, considers and reports to the Board on matters relating to the
Funds' accounting and financial reporting practices, and performs such other
tasks as the full Board deems necessary or appropriate. The Audit Committee
receives annual representations from the independent registered public
accounting firm as to its independence. The members of the Audit Committee are
William McClayton (Chair), Kenneth C. Froewiss (Vice Chair), John W. Ballantine,
Henry P. Becton, Jr., Keith R. Fox and William N. Searcy, Jr. During the
calendar year 2007, the Audit Committee of the Funds' Board held eight (8)
meetings.
Nominating and Governance Committee: The Nominating and Governance Committee,
which consists entirely of Independent Board Members, recommends individuals for
membership on the Board, nominates officers, board and committee chairs, vice
chairs and committee members, and oversees the operations of the Board. The
Nominating and Governance Committee also reviews recommendations by shareholders
for candidates for Board positions. Shareholders may recommend candidates for
Board positions by forwarding their correspondence by US mail or courier service
to Dawn-Marie Driscoll, P.O. Box 100176, Cape Coral, FL 33904. The members of
the Nominating and Governance Committee are Henry P. Becton, Jr. (Chair),
Rebecca W. Rimel (Vice Chair), Paul K. Freeman and William McClayton. During the
calendar year 2007, the Nominating and Governance Committee of the Funds' Board
performed similar functions and held six (6) meetings.
Contract Committee: The Contract Committee, which consists entirely of
Independent Board Members, reviews at least annually, (a) the Funds' financial
arrangements with DIMA and its affiliates, and (b) the Funds' expense ratios.
The members of the Contract Committee are Robert H. Wadsworth (Chair), Keith R.
Fox (Vice Chair), Henry P. Becton, Jr., Richard J. Herring, William McClayton
and Jean Gleason Stromberg. During the calendar year 2007, the Contract Review
Committee of the Funds' Board performed similar functions and held two (2)
meetings.
Equity Oversight Committee: The Equity Oversight Committee reviews the
investment operations of those Funds that primarily invest in equity securities
(except for those funds managed by a quantitative investment team). The members
of the Equity Oversight Committee are John W. Ballantine (Chair), William
McClayton (Vice Chair), Henry P. Becton, Jr., Keith R. Fox, Richard J. Herring
and Rebecca W. Rimel. During the calendar year 2007, the Equity Oversight
Committee of the Funds' Board performed similar functions and held five (5)
meetings.
Fixed-Income and Quant Oversight Committee: The Fixed-Income and Quant Oversight
Committee reviews the investment operations of those Funds that primarily invest
in fixed-income securities or are managed by a quantitative investment team. The
members of the Fixed-Income and Quant Oversight Committee are William N. Searcy,
Jr. (Chair), Jean Gleason Stromberg (Vice Chair), Dawn-Marie Driscoll, Paul K.
Freeman, Kenneth C. Froewiss and Robert H. Wadsworth. During the calendar year
2007, the Fixed-Income Oversight Committee of the Funds' Board performed similar
functions and held five (5) meetings.
-6-
Marketing and Shareholder Services Committee: The Marketing and Shareholder
Services Committee reviews the Funds' marketing program, sales practices and
literature and shareholder services. The members of the Marketing and
Shareholder Services Committee are Richard J. Herring (Chair), Dawn-Marie
Driscoll (Vice Chair), Paul K. Freeman, Rebecca W. Rimel, Jean Gleason Stromberg
and Robert H. Wadsworth. The Marketing and Shareholder Services Committee was
newly established effective April 1, 2008.
The Operations Committee: The Operations Committee reviews the administrative
operations, legal affairs and general compliance matters of the Funds. The
Operations Committee reviews administrative matters related to the operations of
the Funds, policies and procedures relating to portfolio transactions, custody
arrangements, fidelity bond and insurance arrangements, valuation of Fund assets
and securities and such other tasks as the full Board deems necessary or
appropriate. The Operations Committee also oversees the valuation of the Funds'
securities and other assets and determines, as needed, the fair value of Fund
securities or other assets under certain circumstances as described in the
Funds' Valuation Procedures. The Operations Committee has appointed a Valuation
Sub-Committee, which may make determinations of fair value required when the
Operations Committee is not in session. The members of the Operations Committee
are Paul K. Freeman (Chair), Dawn-Marie Driscoll (Vice Chair), John W.
Ballantine, Kenneth C. Froewiss, Rebecca W. Rimel and William N. Searcy, Jr. The
members of the Valuation Sub-Committee are Kenneth C. Froewiss (Chair), John W.
Ballantine, Dawn-Marie Driscoll (Alternate), Paul K. Freeman (Alternate),
Rebecca W. Rimel (Alternate) and William N. Searcy, Jr. (Alternate). During the
calendar year 2007, the Operations Committee, which held six (6) meetings, and
Valuation Committee, which held one (1) meeting, except for DWS Blue Chip Fund,
DWS Disciplined Market Neutral Fund, DWS High Income Fund and DWS Technology
Fund which held two (2) meetings, performed similar functions.
Ad Hoc Committees. In addition to the standing committees described above, from
time to time the Board may also form ad hoc committees to consider specific
issues.
Remuneration. Each Independent Board Member receives compensation from the Funds
for his or her services, which includes an annual retainer and an attendance fee
for each meeting attended. No additional compensation is paid to any Independent
Board Member for travel time to meetings, attendance at directors' educational
seminars or conferences, service on industry or association committees,
participation as speakers at directors' conferences or service on special fund
industry director task forces or subcommittees. Independent Board Members do not
receive any employee benefits such as pension or retirement benefits or health
insurance from the Funds or any fund in the DWS fund complex.
Board Members who are officers, directors, employees or stockholders of Deutsche
Asset Management ("DeAM") or its affiliates receive no direct compensation from
the Funds, although they are compensated as employees of Deutsche Asset
Management, or its affiliates, and as a result may be deemed to participate in
fees paid by the Funds. The following tables show compensation from the Funds
and aggregate compensation from all of the funds in the DWS fund complex
received by each Independent Board Member during the calendar year 2007. Mr.
Schwarzer is an interested person of the Funds and received no compensation from
the Funds or any fund in the DWS fund complex during the relevant periods.
- -----------------------------------------------------------------------------------------------------------------
Aggregate Compensation from Fund/Portfolio
-------------------------------------------------------------------------------------
Government &
Agency Money Tax-Exempt Treasury
Name of Board Member Securities Portfolio Market Portfolio Portfolio Portfolio
- -----------------------------------------------------------------------------------------------------------------
John W. Ballantine $7,130 $8,470 $6,660 $3,180
- -----------------------------------------------------------------------------------------------------------------
Henry P. Becton, Jr. $0 $0 $0 $0
- -----------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll $0 $0 $0 $0
- -----------------------------------------------------------------------------------------------------------------
Keith R. Fox $0 $0 $0 $0
- -----------------------------------------------------------------------------------------------------------------
Paul K. Freeman $8,862 $10,460 $8,359 $4,081
- -----------------------------------------------------------------------------------------------------------------
Kenneth C. Froewiss $0 $0 $0 $0
- -----------------------------------------------------------------------------------------------------------------
Richard J. Herring $0 $0 $0 $0
- -----------------------------------------------------------------------------------------------------------------
William McClayton $6,810 $8,080 $6,350 $3,040
- -----------------------------------------------------------------------------------------------------------------
Rebecca W. Rimel $0 $0 $0 $0
- -----------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr. $0 $0 $0 $0
-7-
- -----------------------------------------------------------------------------------------------------------------
Aggregate Compensation from Fund/Portfolio
-------------------------------------------------------------------------------------
Government &
Agency Money Tax-Exempt Treasury
Name of Board Member Securities Portfolio Market Portfolio Portfolio Portfolio
- -----------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr. $0 $0 $0 $0
- -----------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg $0 $0 $0 $0
- -----------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth $6,810 $8,080 $6,350 $3,040
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
Aggregate Compensation from Fund/Portfolio
-------------------------------------------------------------------------------------
DWS Alternative DWS California
Asset Allocation DWS DWS Blue Tax-Free
Name of Board Member Plus Fund Balanced Fund Chip Fund Income Fund
- -----------------------------------------------------------------------------------------------------------------
John W. Ballantine $50 $6,340 $4,270 $4,840
- -----------------------------------------------------------------------------------------------------------------
Henry P. Becton, Jr. $0 $0 $0 $0
- -----------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll $0 $0 $0 $0
- -----------------------------------------------------------------------------------------------------------------
Keith R. Fox $0 $0 $0 $0
- -----------------------------------------------------------------------------------------------------------------
Paul K. Freeman $85 $7,826 $5,260 $5,979
- -----------------------------------------------------------------------------------------------------------------
Kenneth C. Froewiss $0 $0 $0 $0
- -----------------------------------------------------------------------------------------------------------------
Richard J. Herring $0 $0 $0 $0
- -----------------------------------------------------------------------------------------------------------------
William McClayton $50 $6,050 $4,080 $4,620
- -----------------------------------------------------------------------------------------------------------------
Rebecca W. Rimel $0 $0 $0 $0
- -----------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr. $0 $0 $0 $0
- -----------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg $0 $0 $0 $0
- -----------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth $50 $6,050 $4,080 $4,620
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
Aggregate Compensation from Fund/Portfolio
--------------------------------------------------------------------------------------
DWS Disciplined DWS Disciplined DWS Disciplined
DWS Core Plus Long/Short Long/Short Market
Name of Board Member Allocation Fund Growth Fund Value Fund Neutral Fund
- -----------------------------------------------------------------------------------------------------------------
John W. Ballantine $1,110 $1,070 $1,090 $1,140
- -----------------------------------------------------------------------------------------------------------------
Henry P. Becton, Jr. $0 $0 $0 $0
- -----------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll $0 $0 $0 $0
- -----------------------------------------------------------------------------------------------------------------
Keith R. Fox $0 $0 $0 $0
- -----------------------------------------------------------------------------------------------------------------
Paul K. Freeman $1,403 $1,319 $1,368 $1,440
- -----------------------------------------------------------------------------------------------------------------
Kenneth C. Froewiss $0 $0 $0 $0
- -----------------------------------------------------------------------------------------------------------------
Richard J. Herring $0 $0 $0 $0
- -----------------------------------------------------------------------------------------------------------------
William McClayton $1,050 $1,020 $1,050 $1,100
- -----------------------------------------------------------------------------------------------------------------
Rebecca W. Rimel $0 $0 $0 $0
- -----------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr. $0 $0 $0 $0
- -----------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg $0 $0 $0 $0
- -----------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth $1,050 $1,020 $1,050 $1,100
- -----------------------------------------------------------------------------------------------------------------
-8-
- -----------------------------------------------------------------------------------------------------------------
Aggregate Compensation from Fund/Portfolio
--------------------------------------------------------------------------------------
DWS Dreman DWS Dreman DWS Dreman DWS Dreman
Concentrated High Return Mid Cap Small Cap
Name of Board Member Value Fund Equity Fund Value Fund Value Fund
- -----------------------------------------------------------------------------------------------------------------
John W. Ballantin $2,050 $11,050 $1,980 $6,630
- -----------------------------------------------------------------------------------------------------------------
Henry P. Becton, Jr. $0 $0 $0 $0
- -----------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll $0 $0 $0 $0
- -----------------------------------------------------------------------------------------------------------------
Keith R. Fox $0 $0 $0 $0
- -----------------------------------------------------------------------------------------------------------------
Paul K. Freeman $2,540 $13,647 $2,448 $8,190
- -----------------------------------------------------------------------------------------------------------------
Kenneth C. Froewiss $0 $0 $0 $0
- -----------------------------------------------------------------------------------------------------------------
Richard J. Herring $0 $0 $0 $0
- -----------------------------------------------------------------------------------------------------------------
William McClayton $1,960 $10,530 $1,890 $6,310
- -----------------------------------------------------------------------------------------------------------------
Rebecca W. Rimel $0 $0 $0 $0
- -----------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr. $0 $0 $0 $0
- -----------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg $0 $0 $0 $0
- -----------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth $1,960 $10,530 $1,890 $6,310
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
Aggregate Compensation from Fund/Portfolio
-------------------------------------------------------------------------------------
DWS Life DWS Life
DWS High DWS Large Compass Compass
Name of Board Member Income Fund Cap Value Fund Income Fund Protect Fund
- -----------------------------------------------------------------------------------------------------------------
John W. Ballantine $6,680 $6,390 $0 $0
- -----------------------------------------------------------------------------------------------------------------
Henry P. Becton, Jr. $0 $0 $0 $0
- -----------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll $0 $0 $0 $0
- -----------------------------------------------------------------------------------------------------------------
Keith R. Fox $0 $0 $0 $0
- -----------------------------------------------------------------------------------------------------------------
Paul K. Freeman $8,239 $7,870 $0 $0
- -----------------------------------------------------------------------------------------------------------------
Kenneth C. Froewiss $0 $0 $0 $0
- -----------------------------------------------------------------------------------------------------------------
Richard J. Herring $0 $0 $0 $0
- -----------------------------------------------------------------------------------------------------------------
William McClayton $6,370 $6,090 $0 $0
- -----------------------------------------------------------------------------------------------------------------
Rebecca W. Rimel $0 $0 $0 $0
- -----------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr. $0 $0 $0 $0
- -----------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg $0 $0 $0 $0
- -----------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth $6,370 $6,090 $0 $0
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
Aggregate Compensation from Fund/Portfolio
-------------------------------------------------------------------------------------
DWS New York DWS Strategic
DWS Money Market Tax-Free Government DWS Strategic
Name of Board Member Prime Series Income Fund Securities Fund Income Fund
- -----------------------------------------------------------------------------------------------------------------
John W. Ballantine $8,250 $3,670 $6,830 $3,630
- -----------------------------------------------------------------------------------------------------------------
Henry P. Becton, Jr. $0 $0 $0 $0
- -----------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll $0 $0 $0 $0
- -----------------------------------------------------------------------------------------------------------------
Keith R. Fox $0 $0 $0 $0
- -----------------------------------------------------------------------------------------------------------------
Paul K. Freeman $10,243 $4,542 $8,424 $4,473
- -----------------------------------------------------------------------------------------------------------------
Kenneth C. Froewiss $0 $0 $0 $0
- -----------------------------------------------------------------------------------------------------------------
Richard J. Herring $0 $0 $0 $0
- -----------------------------------------------------------------------------------------------------------------
William McClayton $7,870 $3,500 $6,510 $3,450
- -----------------------------------------------------------------------------------------------------------------
Rebecca W. Rimel $0 $0 $0 $0
- -----------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr. $0 $0 $0 $0
- -----------------------------------------------------------------------------------------------------------------
-9-
- -----------------------------------------------------------------------------------------------------------------
Aggregate Compensation from Fund/Portfolio
-------------------------------------------------------------------------------------
DWS New York DWS Strategic
DWS Money Market Tax-Free Government DWS Strategic
Name of Board Member Prime Series Income Fund Securities Fund Income Fund
- -----------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg $0 $0 $0 $0
- -----------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth $7,870 $3,500 $6,510 $3,450
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
Aggregate Compensation from Fund/Portfolio
-------------------------------------------------------------------------------------
DWS Target DWS Target DWS Target DWS Target
Name of Board Member 2008 Fund 2010 Fund 2011 Fund 2012 Fund
- -----------------------------------------------------------------------------------------------------------------
John W. Ballantine $1,280 $1,750 $2,070 $1,910
- -----------------------------------------------------------------------------------------------------------------
Henry P. Becton, Jr. $0 $0 $0 $0
- -----------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll $0 $0 $0 $0
- -----------------------------------------------------------------------------------------------------------------
Keith R. Fox $0 $0 $0 $0
- -----------------------------------------------------------------------------------------------------------------
Paul K. Freeman $1,580 $2,154 $2,552 $2,345
- -----------------------------------------------------------------------------------------------------------------
Kenneth C. Froewiss $0 $0 $0 $0
- -----------------------------------------------------------------------------------------------------------------
Richard J. Herring $0 $0 $0 $0
- -----------------------------------------------------------------------------------------------------------------
William McClayton $1,230 $1,670 $1,960 $1,810
- -----------------------------------------------------------------------------------------------------------------
Rebecca W. Rimel $0 $0 $0 $0
- -----------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr. $0 $0 $0 $0
- -----------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg $0 $0 $0 $0
- -----------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth $1,230 $1,670 $1,960 $1,810
- -----------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
Aggregate Compensation from Fund/Portfolio
---------------------------------------------------------------------------------------
Tax-Exempt
DWS Target DWS Target DWS California Money
Name of Board Member 2013 Fund 2014 Fund Technology Fund Market Fund
- -------------------------------------------------------------------------------------------------------------------
John W. Ballantine $1,670 $1,690 $5,200 $2,210
- -------------------------------------------------------------------------------------------------------------------
Henry P. Becton, Jr. $0 $0 $0 $0
- -------------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll $0 $0 $0 $0
- -------------------------------------------------------------------------------------------------------------------
Keith R. Fox $0 $0 $0 $0
- -------------------------------------------------------------------------------------------------------------------
Paul K. Freeman $2,066 $2,090 $6,413 $2,727
- -------------------------------------------------------------------------------------------------------------------
Kenneth C. Froewiss $0 $0 $0 $0
- -------------------------------------------------------------------------------------------------------------------
Richard J. Herring $0 $0 $0 $0
- -------------------------------------------------------------------------------------------------------------------
William McClayton $1,590 $1,610 $4,960 $2,110
- -------------------------------------------------------------------------------------------------------------------
Rebecca W. Rimel $0 $0 $0 $0
- -------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr. $0 $0 $0 $0
- -------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg $0 $0 $0 $0
- -------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth $1,590 $1,610 $4,960 $2,110
- -------------------------------------------------------------------------------------------------------------------
-10-
- ------------------------------------------------------------------------------
Total Compensation from
Fund and DWS
Name of Board Member Fund Complex(1)
- ------------------------------------------------------------------------------
Independent Board Members
- ------------------------------------------------------------------------------
John W. Ballantine $215,000
- ------------------------------------------------------------------------------
Henry P. Becton, Jr.(4) $200,000
- ------------------------------------------------------------------------------
Dawn-Marie Driscoll(2)(4) $253,000
- ------------------------------------------------------------------------------
Keith R. Fox(4) $203,000
- ------------------------------------------------------------------------------
Paul K. Freeman(3) $265,000
- ------------------------------------------------------------------------------
Kenneth C. Froewiss(4) $200,000
- ------------------------------------------------------------------------------
Richard J. Herring(4) $195,000
- ------------------------------------------------------------------------------
William McClayton(5) $205,000
- ------------------------------------------------------------------------------
Rebecca W. Rimel(4) $194,000
- ------------------------------------------------------------------------------
William N. Searcy, Jr.(4) $200,000
- ------------------------------------------------------------------------------
Jean Gleason Stromberg(4) $189,000
- ------------------------------------------------------------------------------
Robert H. Wadsworth $245,250
- ------------------------------------------------------------------------------
(1) The DWS fund complex is composed of 138 funds as of December 31, 2007.
(2) Includes $50,000 in annual retainer fees received by Ms. Driscoll as
Chairperson of certain DWS funds.
(3) Includes $25,000 paid to Dr. Freeman for numerous special meetings of an ad
hoc committee in connection with board consolidation initiatives and
$50,000 in annual retainer fees received by Dr. Freeman as Chairperson of
certain DWS funds.
(4) Aggregate compensation includes amounts paid to the Board Members for
special meetings of ad hoc committees of the board in connection with the
consolidation of the DWS fund boards and various funds, meetings for
considering fund expense simplification initiatives, and consideration of
issues specific to the Funds' direct shareholders (i.e., those shareholders
who did not purchase shares through financial intermediaries). Such amounts
totaled $1,000 for Mr. Becton, $1,000 for Ms. Driscoll, $1,000 for Mr. Fox,
$1,000 for Mr. Froewiss, $1,000 for Dr. Herring, $5,000 for Ms. Rimel,
$1,000 for Mr. Searcy and $1,000 for Ms. Stromberg. These meeting fees were
borne by the Advisor.
(5) Does not include $15,000 to be paid to Mr. McClayton in calendar year 2008
for numerous special meetings of an ad hoc committee of the former Chicago
Board in connection with board consolidation initiatives.
Dr. Freeman, prior to his service as Independent Board Member, served as a board
member of certain funds in the Deutsche Bank complex ("DB Funds"). In connection
with his resignation and the resignation of certain other board members of the
DB Funds on July 30, 2002 (the "Effective Date"), which was part of a
restructuring of the boards overseeing the DB Funds, Deutsche Asset Management,
Inc. ("DAMI") agreed to recommend, and, if necessary obtain, directors and
officers ("D&O") liability insurance coverage for the prior board members,
including Dr. Freeman, that is at least as equivalent in scope and amount to the
D&O coverage provided to the prior board members for the six-year period
following the Effective Date. In the event that D&O insurance coverage is not
available in the commercial marketplace on commercially reasonable terms from a
conventional third party insurer, DeAM reserved the right to provide
substantially equivalent protection in the form of an indemnity or financial
guarantee from an affiliate of DeAM. The D&O policy in effect prior to the
Effective Date provided aggregate coverage of $25,000,000, subject to a $250,000
per claim deductible.
-11-
Board Member Ownership
Each Board Member owns over $100,000 of shares on an aggregate basis in all DWS
funds overseen by the Board as of December 31, 2007. Securities beneficially
owned as defined under the 1934 Act include direct and/or indirect ownership of
securities where a Board Member's economic interest is tied to the securities,
employment ownership and securities when the Board Member can exert voting power
and when the Board Member has authority to sell the securities. The dollar
ranges are: None, $1-$10,000, $10,001-$50,000, $50,001-$100,000 and over
$100,000.
- --------------------------------------------------------------------------------------------------------------------------
Aggregate Dollar Range of Equity Securities in the Fund/Portfolio
-----------------------------------------------------------------------------------------------
Government &
Agency Securities Money Market Tax-Exempt
Name of Board Member Portfolio Portfolio Portfolio Treasury Portfolio
- --------------------------------------------------------------------------------------------------------------------------
Independent Board Members
- --------------------------------------------------------------------------------------------------------------------------
John W. Ballantine None None None None
- --------------------------------------------------------------------------------------------------------------------------
Henry P. Becton, Jr. $1 - $10,000 None $1 - $10,000 $1 - $10,000
- --------------------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll None None $1 - $10,000 None
- --------------------------------------------------------------------------------------------------------------------------
Keith R. Fox None None None None
- --------------------------------------------------------------------------------------------------------------------------
Paul K. Freeman None None None None
- --------------------------------------------------------------------------------------------------------------------------
Kenneth C. Froewiss None None None None
- --------------------------------------------------------------------------------------------------------------------------
Richard J. Herring None None None None
- --------------------------------------------------------------------------------------------------------------------------
William McClayton None None None None
- --------------------------------------------------------------------------------------------------------------------------
Rebecca W. Rimel None None None None
- --------------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr. $1 - $10,000 None None None
- --------------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg None None None None
- --------------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth None None None None
- --------------------------------------------------------------------------------------------------------------------------
Interested Board Member
- --------------------------------------------------------------------------------------------------------------------------
Axel Schwarzer None None None None
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Aggregate Dollar Range of Equity Securities in the Fund/Portfolio
------------------------------------------------------------------------------------------------
DWS Alternative DWS California
Asset Allocation DWS DWS Tax-Free
Name of Board Member Plus Fund Balanced Fund Blue Chip Fund Income Fund
- --------------------------------------------------------------------------------------------------------------------------
Independent Board Members
- --------------------------------------------------------------------------------------------------------------------------
John W. Ballantine None None None None
- --------------------------------------------------------------------------------------------------------------------------
Henry P. Becton, Jr. None $1 - $10,000 None $1 - $10,000
- --------------------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll None None None $10,001 - $50,000
- --------------------------------------------------------------------------------------------------------------------------
Keith R. Fox None None None None
- --------------------------------------------------------------------------------------------------------------------------
Paul K. Freeman None None None None
- --------------------------------------------------------------------------------------------------------------------------
Kenneth C. Froewiss $1 - $10,000 None $1 - $10,000 None
- --------------------------------------------------------------------------------------------------------------------------
Richard J. Herring None None None None
- --------------------------------------------------------------------------------------------------------------------------
William McClayton None None None None
- --------------------------------------------------------------------------------------------------------------------------
Rebecca W. Rimel None $10,001 - $50,000 None None
- --------------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr. None None None None
- --------------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg $10,001 - $50,000 None $1 - $10,000 None
- --------------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth None None None None
- --------------------------------------------------------------------------------------------------------------------------
Interested Board Member
- --------------------------------------------------------------------------------------------------------------------------
Axel Schwarzer None None None None
- --------------------------------------------------------------------------------------------------------------------------
-12-
- ---------------------------------------------------------------------------------------------------------------------------
Aggregate Dollar Range of Equity Securities in the Fund/Portfolio
-------------------------------------------------------------------------------------------------
DWS Disciplined DWS Disciplined DWS Disciplined
DWS Core Long/Short Long/Short Market
Name of Board Member Plus Allocation Fund Growth Fund Value Fund Neutral Fund
- ---------------------------------------------------------------------------------------------------------------------------
Independent Board Members
- ---------------------------------------------------------------------------------------------------------------------------
John W. Ballantine None None None None
- ---------------------------------------------------------------------------------------------------------------------------
Henry P. Becton, Jr. $1 - $10,000 $1 - $10,000 None None
- ---------------------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll None None None None
- ---------------------------------------------------------------------------------------------------------------------------
Keith R. Fox None None None None
- ---------------------------------------------------------------------------------------------------------------------------
Paul K. Freeman None None None None
- ---------------------------------------------------------------------------------------------------------------------------
Kenneth C. Froewiss $1 - $10,000 None None None
- ---------------------------------------------------------------------------------------------------------------------------
Richard J. Herring None None None $10,001 - $50,000
- ---------------------------------------------------------------------------------------------------------------------------
William McClayton None None None None
- ---------------------------------------------------------------------------------------------------------------------------
Rebecca W. Rimel None None None None
- ---------------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr. None None None None
- ---------------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg None None None None
- ---------------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth None None None None
- ---------------------------------------------------------------------------------------------------------------------------
Interested Board Member
- ---------------------------------------------------------------------------------------------------------------------------
Axel Schwarzer None None None None
- ---------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Aggregate Dollar Range of Equity Securities in the Fund/Portfolio
---------------------------------------------------------------------------------------------------
DWS Dreman DWS Dreman DWS Dreman DWS Dreman
Concentrated High Return Mid Cap Small Cap
Name of Board Member Value Fund Equity Fund Value Fund Value Fund
- --------------------------------------------------------------------------------------------------------------------------
Independent Board Members
- --------------------------------------------------------------------------------------------------------------------------
John W. Ballantine None Over $100,000 None None
- --------------------------------------------------------------------------------------------------------------------------
Henry P. Becton, Jr. None None $1 - $10,000 None
- --------------------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll None None None None
- --------------------------------------------------------------------------------------------------------------------------
Keith R. Fox None None None None
- --------------------------------------------------------------------------------------------------------------------------
Paul K. Freeman None $50,001 - $100,000 None $1 - $10,000
- --------------------------------------------------------------------------------------------------------------------------
Kenneth C. Froewiss $1 - $10,000 None $1 - $10,000 None
- --------------------------------------------------------------------------------------------------------------------------
Richard J. Herring None None None None
- --------------------------------------------------------------------------------------------------------------------------
William McClayton None None None None
- --------------------------------------------------------------------------------------------------------------------------
Rebecca W. Rimel None None None $10,001 - $50,000
- --------------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr. None None None None
- --------------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg None None None None
- --------------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth None None None None
- --------------------------------------------------------------------------------------------------------------------------
Interested Board Member
- --------------------------------------------------------------------------------------------------------------------------
Axel Schwarzer None None None None
- --------------------------------------------------------------------------------------------------------------------------
-13-
- -----------------------------------------------------------------------------------------------------------------------------
Aggregate Dollar Range of Equity Securities in the Fund/Portfolio
---------------------------------------------------------------------------------------------------
DWS Life DWS Life
DWS High DWS Large Compass Compass
Name of Board Member Income Fund Cap Value Fund Income Fund Protect Fund
- -----------------------------------------------------------------------------------------------------------------------------
Independent Board Members
- -----------------------------------------------------------------------------------------------------------------------------
John W. Ballantine None $10,001 - $50,000 None None
- -----------------------------------------------------------------------------------------------------------------------------
Henry P. Becton, Jr. None $1 - $10,000 None None
- -----------------------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll None None None None
- -----------------------------------------------------------------------------------------------------------------------------
Keith R. Fox None None None None
- -----------------------------------------------------------------------------------------------------------------------------
Paul K. Freeman $50,001 - $100,000 None None None
- -----------------------------------------------------------------------------------------------------------------------------
Kenneth C. Froewiss None None None None
- -----------------------------------------------------------------------------------------------------------------------------
Richard J. Herring None None None None
- -----------------------------------------------------------------------------------------------------------------------------
William McClayton None None None None
- -----------------------------------------------------------------------------------------------------------------------------
Rebecca W. Rimel None None None None
- -----------------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr. None None None None
- -----------------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg None $10,001 - $50,000 None None
- -----------------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth None None None None
- -----------------------------------------------------------------------------------------------------------------------------
Interested Board Member
- -----------------------------------------------------------------------------------------------------------------------------
Axel Schwarzer None None None None
- -----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
Aggregate Dollar Range of Equity Securities in the Fund/Portfolio
---------------------------------------------------------------------------------------------------
DWS Money DWS New York DWS Strategic
Market Tax-Free Government DWS Strategic
Name of Board Member Prime Series Income Fund Securities Fund Income Fund
- ----------------------------------------------------------------------------------------------------------------------------
Independent Board Members
- ----------------------------------------------------------------------------------------------------------------------------
John W. Ballantine None None None None
- ----------------------------------------------------------------------------------------------------------------------------
Henry P. Becton, Jr. $1 - $10,000 $1 - $10,000 None None
- ----------------------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll $1 - $10,000 None None None
- ----------------------------------------------------------------------------------------------------------------------------
Keith R. Fox None None None None
- ----------------------------------------------------------------------------------------------------------------------------
Paul K. Freeman $1 - $10,000 None None None
- ----------------------------------------------------------------------------------------------------------------------------
Kenneth C. Froewiss None None $1 - $10,000 $1 - $10,000
- ----------------------------------------------------------------------------------------------------------------------------
Richard J. Herring None None None None
- ----------------------------------------------------------------------------------------------------------------------------
William McClayton Over $100,000 None None None
- ----------------------------------------------------------------------------------------------------------------------------
Rebecca W. Rimel None None None None
- ----------------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr. None None $1 - $10,000 $1 - $10,000
- ----------------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg None None $1 - $10,000 None
- ----------------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth $1 - $10,000 None None None
- ----------------------------------------------------------------------------------------------------------------------------
Interested Board Member
- ----------------------------------------------------------------------------------------------------------------------------
None None None None
Axel Schwarzer
- ----------------------------------------------------------------------------------------------------------------------------
-14-
- ----------------------------------------------------------------------------------------------------------------------------
Aggregate Dollar Range of Equity Securities in the Fund/Portfolio
---------------------------------------------------------------------------------------------------
DWS Target DWS Target DWS Target DWS Target
Name of Board Member 2008 Fund 2010 Fund 2011 Fund 2012 Fund
- ----------------------------------------------------------------------------------------------------------------------------
Independent Board Members
- ----------------------------------------------------------------------------------------------------------------------------
John W. Ballantine None None None None
- ----------------------------------------------------------------------------------------------------------------------------
Henry P. Becton, Jr. None None None None
- ----------------------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll None None None None
- ----------------------------------------------------------------------------------------------------------------------------
Keith R. Fox None None None None
- ----------------------------------------------------------------------------------------------------------------------------
Paul K. Freeman None None None None
- ----------------------------------------------------------------------------------------------------------------------------
Kenneth C. Froewiss None None None None
- ----------------------------------------------------------------------------------------------------------------------------
Richard J. Herring None None None None
- ----------------------------------------------------------------------------------------------------------------------------
William McClayton None None None None
- ----------------------------------------------------------------------------------------------------------------------------
Rebecca W. Rimel None None None None
- ----------------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr. None None None None
- ----------------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg None None None None
- ----------------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth None None None None
- ----------------------------------------------------------------------------------------------------------------------------
Interested Board Member
- ----------------------------------------------------------------------------------------------------------------------------
Axel Schwarzer None None None None
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
Aggregate Dollar Range of Equity Securities in the Fund/Portfolio
----------------------------------------------------------------------------------------------------
Tax-Exempt
DWS Target DWS Target DWS California
Name of Board Member 2013 Fund 2014 Fund Technology Fund Money Market Fund
- ----------------------------------------------------------------------------------------------------------------------------
Independent Board Members
- ----------------------------------------------------------------------------------------------------------------------------
John W. Ballantine None None None None
- ----------------------------------------------------------------------------------------------------------------------------
Henry P. Becton, Jr. None None $1-$10,000 None
- ----------------------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll None None None $1-$10,000
- ----------------------------------------------------------------------------------------------------------------------------
Keith R. Fox None None None None
- ----------------------------------------------------------------------------------------------------------------------------
Paul K. Freeman None None None None
- ----------------------------------------------------------------------------------------------------------------------------
Kenneth C. Froewiss None None None None
- ----------------------------------------------------------------------------------------------------------------------------
Richard J. Herring None None None None
- ----------------------------------------------------------------------------------------------------------------------------
William McClayton None None None None
- ----------------------------------------------------------------------------------------------------------------------------
Rebecca W. Rimel None None $10,001 - $50,000 None
- ----------------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr. None None None None
- ----------------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg None None None None
- ----------------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth None None None None
- ----------------------------------------------------------------------------------------------------------------------------
Interested Board Member
- ----------------------------------------------------------------------------------------------------------------------------
Axel Schwarzer None None None None
- ----------------------------------------------------------------------------------------------------------------------------
Investment Management Agreement/Administrative Agreement
- --------------------------------------------------------
DWS Balanced Fund, DWS California Tax-Free Income Fund, DWS High Income Fund,
DWS Money Market Prime Series, DWS Strategic Government Securities Fund, DWS
Strategic Income Fund, DWS Target 2010 Fund, DWS Target 2011 Fund, DWS Target
2012 Fund, DWS Target 2013 Fund, DWS Technology Fund, Tax-Exempt California
Money Market Fund and Treasury Portfolio, a series of Investors Cash Trust:
The following supplements the relevant disclosure under Management of the Fund:
The Board and the Fund's shareholders recently approved an amended and restated
investment management agreement (the "Investment Management Agreement") for the
Fund. Pursuant to the Investment Management Agreement, the Advisor provides
continuing investment management of the Fund's assets. In addition to the
investment management of the Fund's assets, the Advisor determines the
investments to be made for the Fund,
-15-
including what portion of its assets remain uninvested in cash or cash
equivalents, and with whom the orders for investments are placed, consistent
with the Fund's policies as stated in its prospectus and SAI, or as adopted by
the Fund's Board. The Advisor will also monitor, to the extent not monitored by
the Fund's administrator or other agent, the Fund's compliance with its
investment and tax guidelines and other compliance policies.
The Advisor provides assistance to the Fund's Board in valuing the securities
and other instruments held by the Fund, to the extent reasonably required by
valuation policies and procedures that may be adopted by the Fund.
Pursuant to the Investment Management Agreement, (unless otherwise provided in
the agreement or as determined by the Fund's Board and to the extent permitted
by applicable law), the Advisor pays the compensation and expenses of all the
Board Members, officers, and executive employees of the Fund, including the
Fund's share of payroll taxes, who are affiliated persons of the Advisor.
The Investment Management Agreement provides that the Fund is generally
responsible for expenses that include: fees payable to the Advisor; outside
legal, accounting or auditing expenses, including with respect to expenses
related to negotiation, acquisition or distribution of portfolio investments;
maintenance of books and records that are maintained by the Fund, the Fund's
custodian, or other agents of the Fund; taxes and governmental fees; fees and
expenses of the Fund's accounting agent, custodian, sub-custodians,
depositories, transfer agents, dividend reimbursing agents and registrars;
payment for portfolio pricing or valuation services to pricing agents,
accountants, bankers and other specialists, if any; brokerage commissions or
other costs of acquiring or disposing of any portfolio securities or other
instruments of the Fund; and litigation expenses and other extraordinary
expenses not incurred in the ordinary course of the Fund's business.
The Investment Management Agreement allows the Advisor to delegate any of its
duties under the Investment Management Agreement to a subadvisor, subject to a
majority vote of the Board of the Fund, including a majority of the Board who
are not interested persons of the Fund, and, if required by applicable law,
subject to a majority vote of the Fund's shareholders.
The Investment Management Agreement provides that the Advisor shall not be
liable for any error of judgment or mistake of law or for any loss suffered by
the Fund in connection with matters to which the Investment Management Agreement
relates, except a loss resulting from willful malfeasance, bad faith or gross
negligence on the part of the Advisor in the performance of its duties or from
reckless disregard by the Advisor of its obligations and duties under the
Investment Management Agreement. The Investment Management Agreement may be
terminated at any time, without payment of penalty, by either party or by vote
of a majority of the outstanding voting securities of the Fund on 60 days'
written notice.
Effective May 1, 2008, for all services provided under the Investment Management
Agreement, the Fund pays the Advisor a fee, computed daily and paid monthly, at
the annual rate as a percentage of net assets shown below:
- ------------------------------------------- ------------------------------------
Fund Management Fee Rate
- ------------------------------------------- ------------------------------------
DWS Balanced Fund 0.370% to $1.5 billion
0.345% next $500 million
0.310% next $1.5 billion
0.300% next $2 billion
0.290% next $2 billion
0.280% next $2.5 billion
0.270% next $2.5 billion
0.260% thereafter
- ------------------------------------------- ------------------------------------
-16-
- ------------------------------------------- ------------------------------------
Fund Management Fee Rate
- ------------------------------------------- ------------------------------------
DWS California Tax-Free Income Fund 0.450% to $250 million
0.420% next $750 million
0.400% next $1.5 billion
0.380% next $2.5 billion
0.350% next $2.5 billion
0.330% next $2.5 billion
0.310% next $2.5 billion
0.300% thereafter
- ------------------------------------------- ------------------------------------
DWS High Income Fund 0.480% to $250 million
0.450% next $750 million
0.430% next $1.5 billion
0.410% next $2.5 billion
0.380% next $2.5 billion
0.360% next $2.5 billion
0.340% next $2.5 billion
0.320% thereafter
- ------------------------------------------- ------------------------------------
DWS Money Market Prime Series 0.400% to $215 billion
0.275% next $335 million
0.200% next $250 million
0.150% next $800 million
0.140% next $800 million
0.130% next $800 million
0.120% thereafter
- ------------------------------------------- ------------------------------------
DWS Strategic Government Securities Fund 0.350% to $250 million
0.330% next $750 million
0.310% next $1.5 billion
0.300% next $2.5 billion
0.280% next $2.5 billion
0.260% next $2.5 billion
0.240% next $2.5 billion
0.220% thereafter
- ------------------------------------------- ------------------------------------
DWS Strategic Income Fund 0.480% to $250 million
0.450% next $750 million
0.430% next $1.5 billion
0.410% next $2.5 billion
0.380% next $2.5 billion
0.360% next $2.5 billion
0.340% next $2.5 billion
0.320% thereafter
- ------------------------------------------- ------------------------------------
DWS Target 2010 Fund 0.400%
- ------------------------------------------- ------------------------------------
DWS Target 2011 Fund 0.400%
- ------------------------------------------- ------------------------------------
DWS Target 2012 Fund 0.400%
- ------------------------------------------- ------------------------------------
DWS Target 2013 Fund 0.400%
- ------------------------------------------- ------------------------------------
-17-
- ------------------------------------------- ------------------------------------
Fund Management Fee Rate
- ------------------------------------------- ------------------------------------
DWS Technology Fund 0.480% to $250 million
0.450% next $750 million
0.430% next $1.5 billion
0.410% next $2.5 billion
0.380% next $2.5 billion
0.360% next $2.5 billion
0.340% next $2.5 billion
0.320% thereafter
- ------------------------------------------- ------------------------------------
Tax-Exempt California Money Market Fund 0.120% to $500 million
0.100% next $500 million
0.075% next $1.0 billion
0.060% next $1.0 billion
0.050% thereafter
- ------------------------------------------- ------------------------------------
Treasury Portfolio 0.050%
- ------------------------------------------- ------------------------------------
The Fund recently entered into a new administrative services agreement with the
Advisor (the "Administrative Services Agreement"), pursuant to which the Advisor
provides administrative services to the Fund including, among others, providing
the Fund with personnel, preparing and making required filings on behalf of the
Fund, maintaining books and records for the Fund, and monitoring the valuation
of Fund securities. For all services provided under the Administrative Services
Agreement, the Fund pays the Advisor a fee, computed daily and paid monthly, of
0.100% of the Fund's net assets.
Under the Administrative Services Agreement, the Advisor is obligated on a
continuous basis to provide such administrative services as the Board of the
Fund reasonably deems necessary for the proper administration of the Fund. The
Advisor provides the Fund with personnel; arranges for the preparation and
filing of the Fund's tax returns; prepares and submits reports and meeting
materials to the Board and the Fund's shareholders; prepares and files updates
to the Fund's prospectus and statement of additional information as well as
other reports required to be filed by the SEC; maintains the Fund's records;
provides the Fund with office space, equipment and services; supervises,
negotiates the contracts of and monitors the performance of third parties
contractors; oversees the tabulation of proxies; monitors the valuation of
portfolio securities and monitors compliance with Board-approved valuation
procedures; assists in establishing the accounting and tax policies of the Fund;
assists in the resolution of accounting issues that may arise with respect to
the Fund; establishes and monitors the Fund's operating expense budgets; reviews
and processes the Fund's bills; assists in determining the amount of dividends
and distributions available to be paid by the Fund, prepares and arranges
dividend notifications and provides information to agents to effect payments
thereof; provides to the Board periodic and special reports; provides assistance
with investor and public relations matters; and monitors the registration of
shares under applicable federal and state law. The Advisor also performs certain
fund accounting services under the Administrative Services Agreement. The
Administrative Services Agreement provides that the Advisor will not be liable
under the Administrative Services Agreement except for willful misfeasance, bad
faith or negligence in the performance of its duties or from the reckless
disregard by it of its duties and obligations thereunder.
Subadviser Approval Policy
- --------------------------
DWS Balanced Fund, DWS California Tax-Free Income Fund, DWS Disciplined
Long/Short Growth Fund, DWS Disciplined Long/Short Value Fund, DWS Disciplined
Market Neutral Fund, DWS High Income Fund, DWS Large Cap Value Fund, DWS Money
Market Prime Series, DWS Strategic Government Securities Fund, DWS Strategic
Income Fund, DWS Target 2010 Fund, DWS Target 2011 Fund, DWS Target 2012 Fund,
DWS Target 2013 Fund, DWS Technology Fund, Tax-Exempt California Money Market
Fund and Treasury Portfolio, a series of Investors Cash Trust:
The following is added to the disclosure under Management of the Fund:
-18-
The Board and the Fund's shareholders recently approved a new subadvisor policy
for the Funds (the "Subadviser Approval Policy"). The Subadviser Approval Policy
permits the Advisor, subject to the approval of the Board, including a majority
of the Independent Board Members, to terminate an existing subadvisor or
sub-subadvisor and hire another subadvisor or sub-subadvisor, as applicable, and
materially amend an existing subadvisory agreement or sub-subadvisory agreement
without obtaining shareholder approval. The Funds could not implement the
Subadviser Approval Policy without the Securities and Exchange Commission (the
"SEC") granting the Funds exemptive relief. A number of other mutual fund
complexes have obtained exemptive relief with respect to an advisor's ability to
appoint, replace or amend the subadvisory agreement with unaffiliated
subadvisors and subadvisors that are wholly owned subsidiaries of the advisor.
However, exemptive relief with regard to an advisor's ability to appoint,
replace or amend the subadvisory agreement with a subadvisor, who is affiliated
with, but not wholly owned subsidiary of the advisor, without shareholder
approval, would be more expansive relief than previously granted by the SEC. In
addition, exemptive relief with regard to an advisor's ability to appoint,
replace or amend a sub-subadvisory agreement with a sub-advisor, without
shareholder approval, would be more expansive relief than previously obtained by
other mutual fund complexes. Accordingly, there can be no assurance that the
Funds' exemptive application will be granted by the SEC or that it will be
sufficiently broad to allow the Funds to implement the Subadviser Approval
Policy as described above. The SEC also has proposed Rule 15a-5 under the
Investment Company Act of 1940, as amended (the "1940 Act") in October 2003 to
permit the appointment and termination of subadvisors and amendment to
subadvisory agreements without shareholder approval. No action has been taken on
proposed Rule 15a-5 under the 1940 Act since it proposal and there is no
assurances that the rule will be adopted as proposed. The Funds and the Advisor
will be subject to the conditions imposed by the SEC (either by an exemptive
order or as part of the final rule) whenever the Advisor acts under the
Subadviser Approval Policy, including any shareholder notice requirements.
Fundamental Investment Policies
- -------------------------------
DWS Balanced Fund, DWS California Tax-Free Income Fund, DWS High Income Fund,
DWS Large Cap Value Fund, DWS Money Market Prime Series, DWS Strategic
Government Securities Fund, DWS Strategic Income Fund, DWS Target 2010 Fund, DWS
Target 2011 Fund, DWS Target 2012 Fund, DWS Target 2013 Fund, DWS Technology
Fund, Tax-Exempt California Money Market Fund and Treasury Portfolio, a series
of Investors Cash Trust:
The fundamental investment restriction regarding commodities is replaced
with the following:
The Fund may not purchase or sell commodities, except as permitted by the
1940 Act, as amended, and as interpreted or modified by the regulatory
authority having jurisdiction, from time to time.
Tax-Exempt California Money Market Fund only:
Effective on or about May 1, 2008, the Fund's fundamental restrictions are
replaced with the following:
The Fund may not:
(1) Borrow money, except as permitted under the 1940 Act, as amended, and
as interpreted or modified by regulatory authority having
jurisdiction, from time to time.
(2) Issue senior securities, except as permitted under the 1940 Act, as
amended, and as interpreted or modified by regulatory authority having
jurisdiction, from time to time.
(3) Engage in the business of underwriting securities issued by others,
except to the extent that a Fund may be deemed to be an underwriter in
connection with the disposition of portfolio securities.
(4) Purchase or sell real estate, which term does not include securities
of companies which deal in real estate or mortgages or investments
secured by real estate or interests therein, except
-19-
that a Fund reserves freedom of action to hold and to sell real estate
acquired as a result of a Fund's ownership of securities.
(5) Purchase or sell commodities, except as permitted by the 1940 Act, as
amended, and as interpreted or modified by regulatory authority having
jurisdiction, from time to time.
(6) Make loans except as permitted under the 1940 Act, as amended, and as
interpreted or modified by regulatory authority having jurisdiction,
from time to time; or
(7) Concentrate its investments in a particular industry, as that term is
used in the 1940 Act, as amended, and as interpreted or modified by
regulatory authority having jurisdiction, from time to time.
The Fund's disclosure relating to its status as a diversified fund is replaced
with the following:
The Fund has elected to be treated as a diversified investment company, as
that term is used in the 1940 Act, as amended, and as interpreted or
modified by regulatory authority having jurisdiction, from time to time.
DWS Money Market Prime Series only:
Effective on or about May 1, 2008, the Fund's fundamental restriction regarding
concentration is replaced with the following:
The Fund may not concentrate its investments in a particular industry
(excluding U.S. Government Obligations), as that term is used in the 1940
Act, as amended, and as interpreted or modified by the regulatory authority
having jurisdiction, from time to time, except that the Fund will invest
more than 25% of its total assets in the obligations of banks and other
financial institutions.
The relevant paragraph under Investment Restrictions is replaced with the
following:
Because the Fund concentrates its investments in obligations of banks and
other financial institutions, changes in the financial condition or market
assessment of the financial condition of these entities could have a
significant adverse impact on the Fund. Consequently, an investment in the
Fund may be riskier than an investment in a money market fund that does not
concentrate in obligations of banks and other financial institutions.
DWS Money Market Prime Series only:
Effective on or about May 1, 2008, the following paragraph is added under
Investment Policies and Techniques for DWS Money Market Prime Series:
Bank and Savings and Loan Obligations. These obligations include negotiable
certificates of deposit, bankers' acceptances, deposit notes, fixed time
deposits or other short-term bank obligations. Certificates of deposit are
negotiable certificates evidencing the obligations of a bank to repay funds
deposited with it for a specified period of time. The Fund may invest in
certificates of deposit of large domestic banks and their foreign branches,
large US regulated subsidiaries of large foreign banks (i.e., banks which
at the time of their most recent annual financial statements show total
assets in excess of $1 billion), large foreign branches of large foreign
banks and smaller banks as described below. Although the Fund recognizes
that the size of a bank is important, this fact alone is not necessarily
indicative of its creditworthiness. Investment in certificates of deposit
issued by foreign branches of domestic banks involves investment risks that
are different in some respects from those associated with investment in
certificates of deposit issued by domestic branches of domestic banks,
including the possible imposition of withholding taxes on interest income,
the possible adoption of foreign governmental restrictions which might
adversely affect
-20-
the payment of principal and interest on such certificates of deposit, or
other adverse political or economic developments. In addition, it might be
more difficult to obtain and enforce a judgment against a foreign branch of
a domestic bank. Further, foreign branches of foreign banks are not
regulated by US banking authorities, and generally are not bound by
accounting, auditing and financial reporting standards comparable to US
banks.
Please Retain This Supplement for Future Reference
April 3, 2008
Supplement to the currently effective Statement of Additional Information of
each of the noted funds/portfolios:
- --------------------------------------------------------------------------------
Cash Account Trust
Government & Agency Securities Portfolio
Money Market Portfolio
Tax-Exempt Portfolio
DWS Alternative Asset Allocation Plus Fund
DWS Balanced Fund
DWS Blue Chip Fund
DWS California Tax-Free Income Fund
DWS Core Plus Allocation Fund
DWS Disciplined Long/Short Growth Fund
DWS Disciplined Long/Short Value Fund
DWS Disciplined Market Neutral Fund
DWS Dreman Concentrated Value Fund
DWS Dreman High Return Equity Fund
DWS Dreman Mid Cap Value Fund
DWS Dreman Small Cap Value Fund
DWS High Income Fund
DWS Large Cap Value Fund
DWS LifeCompass Protect Fund
DWS Money Market Prime Series
DWS New York Tax-Free Income Fund
DWS Strategic Income Fund
DWS Target 2008 Fund
DWS Target 2010 Fund
DWS Target 2011 Fund
DWS Target 2012 Fund
DWS Target 2013 Fund
DWS Target 2014 Fund
DWS Technology Fund
DWS U.S. Government Securities Fund
DWS Variable Series II
DWS Balanced VIP
DWS Blue Chip VIP
DWS Conservative Allocation VIP
DWS Core Fixed Income VIP
DWS Davis Venture Value VIP
DWS Dreman High Return Equity VIP
DWS Dreman Small Mid Cap Value VIP
DWS Global Thematic VIP
DWS Government & Agency Securities VIP
DWS Growth Allocation VIP
DWS High Income VIP
DWS International Select Equity VIP
DWS Janus Growth & Income VIP
DWS Large Cap Value VIP
DWS Mid Cap Growth VIP
DWS Moderate Allocation VIP
DWS Money Market VIP
DWS Small Cap Growth VIP
DWS Strategic Income VIP
DWS Technology VIP
DWS Turner Mid Cap Growth VIP
Investors Cash Trust
Treasury Portfolio
Tax-Exempt California Money Market Fund
At present, substantially all DWS mutual funds are overseen by one of two
clusters of boards of trustees/directors (the "Boards"). Each Board, including
the Board that oversees your Fund (the "Chicago Board"), has determined that
the formation of a single consolidated Board overseeing substantially all DWS
mutual funds is in the best interests of the Funds. In this connection, each
Board has approved a plan outlining the process for implementing the
consolidation of the Chicago Board with the other primary DWS mutual fund board
(the "New York Board"). (The geographic references in the preceding sentences
merely indicate where each Board historically held most of its meetings.)
The consolidation of the two Boards is expected to take effect on or about
April 1, 2008 (the "Consolidation Date"). To accomplish the consolidation, the
Chicago Board has determined to nominate and recommend that shareholders of
each Fund re-elect four members of your Fund's Board (John W. Ballantine, Paul
K. Freeman, William McClayton and Robert H. Wadsworth, collectively, the
"Chicago Nominees") and elect eight individuals who currently serve on the New
York Board (Henry P. Becton, Jr., Dawn-Marie Driscoll, Keith R. Fox, Kenneth C.
Froewiss, Richard J. Herring, Rebecca W. Rimel, William N. Searcy, Jr. and Jean
Gleason Stromberg, collectively, the "New York Nominees") to the Board of your
Fund. Information regarding the New York Nominees is set forth below. In
addition, the New York Board will nominate and elect the Chicago Nominees to
the Board of each fund currently overseen by the New York Board. As a result,
as of the Consolidation Date, it is expected that the twelve individuals named
in this paragraph (each of which will be considered non-interested), together
with Axel Schwarzer, CEO of DWS Scudder, will constitute the Board of each DWS
mutual fund (134 funds), including your Fund.
To facilitate the Board consolidation, four members of the Chicago Board
(Donald L. Dunaway, James R. Edgar, Robert B. Hoffman and Shirley D. Peterson)
have agreed not to stand for re-election (the "Non-Continuing Board Members").
Independent members of the Chicago Board are not entitled to benefits under any
pension or retirement plan. However, the Chicago Board determined that it
would be appropriate to provide the Non-Continuing Board Members with a
retirement agreement, the terms of
which include a one-time retirement payment. For each Non-Continuing Board
Member, the amount of the retirement payment is based on the product of (i) such
individual's current annual Board member compensation times (ii) the lesser of
five years or the number of years (and/or portion thereof) from the expected
Consolidation Date to the date when such individual would reach the Funds'
mandatory retirement age. As Deutsche Investment Management Americas Inc.
("DIMA"), the Funds' investment adviser, will also benefit from the
administrative efficiencies of a consolidated Board, DIMA has agreed to
reimburse the Funds for the cost of the retirement payments. The amount to be
received by each Non-Continuing Board Member is as follows: $354,375 in the
aggregate for all the Funds (between $64 and $68,321 per Fund) for Mr. Dunaway;
$950,000 in the aggregate for all the Funds (between $172 and $183,153 per Fund)
for Mr. Edgar; $138,750 in the aggregate for all the Funds (between $25 and
$26,750 per Fund); for Mr. Hoffman; and $937,500 in the aggregate for all the
Funds (between $170 and $180,743 per Fund) for Ms. Peterson. In connection with
the receipt of the retirement payment, each Non-Continuing Board Member agreed
that, without the prior written consent of the DWS funds, he or she shall not in
any way, directly or indirectly, solicit, accept, or serve in any position as a
director, trustee, or equivalent role on the Board of any investment company
registered with the SEC for a specified period.
In addition, pursuant to the retirement agreement and a separate agreement
between the Funds and DIMA, each Non-Continuing Board Member has received
certain assurances from the Funds and DIMA regarding continuation of insurance
and indemnification rights. With respect to insurance, for the six-year period
following the Consolidation Date, the Funds currently expect to maintain,
D&O/E&O Insurance and Independent Director Liability ("IDL") Insurance that is
substantially equivalent in scope to the current coverage, and in amounts
providing aggregate coverage with respect to the Funds and all funds overseen
by the consolidated Board of at least $100 million for D&O/E&O Insurance and at
least $25 million for IDL Insurance. With respect to indemnification, the
Funds have provided assurances that the retirement agreement, the retirement of
the Non-Continuing Board Member and/or the election or appointment of members
of the consolidated Board shall not reduce or impair any rights of the
Non-Continuing Board Member to indemnification, defense, advancement of
expenses, or other rights, for or with respect to actual or threatened claims,
liability, or expense that the Non-Continuing Board Member may incur or suffer
arising from or with respect to the Non-Continuing Board Member's service in
such capacity.
DIMA has similarly agreed that the retirement of the Non-Continuing Board
Members under the terms of the retirement agreements shall in no way affect or
diminish the contractual rights of indemnification that the Non-Continuing
Board Members may have under any agreement of indemnification between a
Non-Continuing Board Member and DIMA.
In addition, in the event that the consolidated Board determines to reduce
insurance coverage below the minimum levels stated above, then DIMA at its
expense will purchase excess insurance coverage for the benefit of the
Non-Continuing Board Members sufficient to maintain such minimum coverage
levels in place for the duration of the period specified in the retirement
agreements, provided that in the event that such excess coverage is not
available in the marketplace on commercially reasonable terms from a
conventional third-party insurer, DIMA (or an affiliate of DIMA) may, at DIMA's
discretion and in lieu of purchasing such excess insurance coverage, elect
instead to provide the Non-Continuing Board Members substantially equivalent
protection in the form of a written indemnity or financial guaranty reasonably
acceptable to each such Non-Continuing Board Member.
Following the Consolidation Date, it is expected that the consolidated Board
will implement certain changes to the Funds' current committee structure and
other governance practices, including the appointment of new committee chairs
and members. Additional information regarding these changes will be set forth
in each Fund's statement of additional information upon implementation.
2
Nominee Information
Information is provided below as of October 31, 2007 for each New York Nominee
and for Mr. Schwarzer, who would be an interested member of the Board by virtue
of his positions with Deutsche Asset Management.
Position
with the DWS
Funds and
Business Experience and Directorships Length of
Name and Year of Birth(1) During the Past 5 Years Time Served
- ----------------------------------------------------------------------------------------------------------------------
Independent Board Member New
York Nominees
- ----------------------------------------------------------------------------------------------------------------------
Henry P. Becton, Jr. (1943) Vice Chairman, WGBH Educational Foundation (formerly President New York Board
1984-2007). Directorships: Association of Public Television Member since
Stations; Becton Dickinson and Company (medical technology 1990.(2)
company); Belo Corporation (media company); Boston Museum of
Science; PBS Foundation; and Public Radio International.
Former Directorships: American Public Television; Concord
Academy; New England Aquarium; Mass. Corporation for
Educational Telecommunications; Committee for Economic
Development; Public Broadcasting Service
- ----------------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll (1946) President, Driscoll Associates (consulting firm); Executive New York Board
Fellow, Center for Business Ethics, Bentley College; formerly, Member since
Partner, Palmer & Dodge (1988-1990); Vice President of 1987,(2)
Corporate Affairs and General Counsel, Filene's (1978-1988). Chairman since
Directorships: Trustee of 8 open-end mutual funds managed by 2004.
Sun Capital Advisers, Inc. (since 2007); Director of ICI
Mutual Insurance Company (since 2007); Advisory Board, Center
for Business Ethics, Bentley College; Trustee, Southwest
Florida Community Foundation (charitable organization); Former
Directorships: Investment Company Institute (audit, executive,
nominating committees) and Independent Directors Council
(governance, executive committees)
- ----------------------------------------------------------------------------------------------------------------------
Keith R. Fox (1954) Managing General Partner, Exeter Capital Partners (a series of New York Board
private equity funds). Directorships: Progressive Holding Member since
Corporation (kitchen goods importer and distributor); Natural 1996.(2)
History, Inc. (magazine publisher); Box Top Media Inc.
(advertising); The Kennel Shop (retailer)
- ----------------------------------------------------------------------------------------------------------------------
Kenneth C. Froewiss (1945) Clinical Professor of Finance, NYU Stern School of Business New York Board
(1997-present); Member, Finance Committee, Association for Member since
Asian Studies (2002-present); Director, Mitsui Sumitomo 2001.(2)
Insurance Group (US) (2004-present); prior thereto, Managing
Director, J.P. Morgan (investment banking firm) (until 1996)
- ----------------------------------------------------------------------------------------------------------------------
3
Position
with the DWS
Funds and
Business Experience and Directorships Length of
Name and Year of Birth(1) During the Past 5 Years Time Served
- ----------------------------------------------------------------------------------------------------------------------
Richard J. Herring (1946) Jacob Safra Professor of International Banking and Professor, New York Board
Finance Department, The Wharton School, University of Member since
Pennsylvania (since July 1972); Co-Director, Wharton Financial 1990.(2)
Institutions Center (since July 2000); Director, Japan Equity
Fund, Inc. (since September 2007), Thai Capital Fund, Inc.
(since September 2007), Singapore Fund, Inc. (since September
2007). Formerly, Vice Dean and Director, Wharton
Undergraduate Division (July 1995-June 2000); Director, Lauder
Institute of International Management Studies (July 2000-June
2006)
- ----------------------------------------------------------------------------------------------------------------------
Rebecca W. Rimel (1951) President and Chief Executive Officer, The Pew Charitable New York Board
Trusts (charitable organization) (1994 to present); Trustee, Member since
Thomas Jefferson Foundation (charitable organization) (1994 to 1995.(2)
present); Trustee, Executive Committee, Philadelphia Chamber
of Commerce (2001 to present). Formerly, Executive Vice
President, The Glenmede Trust Company (investment trust and
wealth management) (1983-2004); Board Member, Investor
Education (charitable organization) (2004-2005); Director,
Viasys Health Care (January 2007-June 2007)
- ----------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr. (1946) Private investor since October 2003; Trustee of 8 open-end New York Board
mutual funds managed by Sun Capital Advisers, Inc. (since Member since
October 1998). Formerly, Pension & Savings Trust Officer, 1993.(2)
Sprint Corporation (telecommunications) (November
1989-September 2003)
- ----------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg (1943) Retired. Formerly, Consultant (1997-2001); Director, US New York Board
Government Accountability Office (1996-1997); Partner, Member since
Fulbright & Jaworski, L.L.P. (law firm) (1978-1996). 1997.(2)
Directorships: The William and Flora Hewlett Foundation;
Service Source, Inc. Former Directorships: Mutual Fund
Directors Forum (2002-2004), American Bar Retirement
Association (funding vehicle for retirement plans) (1987-1990
and 1994-1996)
- ----------------------------------------------------------------------------------------------------------------------
Interested Board Member
Nominee
- ----------------------------------------------------------------------------------------------------------------------
Axel Schwarzer Managing Director, Deutsche Asset Management; Head of Deutsche New York Board
Asset Management Americas; CEO of DWS Scudder; formerly, Member since
(1958) board member of DWS Investments, Germany (1999-2005); 2006.
formerly, Head of Sales and Product Management for the Retail
and Private Banking Division of Deutsche Bank in Germany
(1997-1999); formerly, various strategic and operational
positions for Deutsche Bank Germany Retail and Private Banking
Division in the field of investment funds, tax driven
instruments and asset management for corporates (1989-1996)
- ----------------------------------------------------------------------------------------------------------------------
4
- --------------------
(1) Unless otherwise indicated, the mailing address of each New York Nominee
is c/o Dawn Marie-Driscoll, P.O. Box 100176, Cape Coral, FL 33904. The
mailing address of Axel Schwarzer is c/o Deutsche Investment Management
Americas Inc., 345 Park Avenue, New York, New York 10154.
(2) Indicates the year in which the nominee joined the Board of one or more
DWS funds now overseen by the New York Board.
Please Retain This Supplement for Future Reference
November 26, 2007
5
DWS VALUE SERIES, Inc. (the "Corporation")
DWS Large Cap Value Fund
Class A, Class B, Class C and Institutional Class
DWS Dreman Concentrated Value Fund
Class A, Class B, Class C and Institutional Class
DWS Dreman High Return Equity Fund
Class A, Class B, Class C, Class R and Institutional Class
DWS Dreman Mid Cap Value Fund
Class A, Class B, Class C and Institutional Class
DWS Dreman Small Cap Value Fund
Class A, Class B, Class C, and Institutional Class
STATEMENT OF ADDITIONAL INFORMATION
March 1, 2008
This combined Statement of Additional Information is not a prospectus and should
be read in conjunction with the combined prospectuses dated March 1, 2008, as
amended from time to time for DWS Large Cap Value Fund, DWS Dreman Concentrated
Value Fund, DWS Dreman High Return Equity Fund, DWS Dreman Mid Cap Value Fund
and DWS Dreman Small Cap Value Fund (each a "Fund," and collectively, the
"Funds"). The prospectuses may be obtained without charge by contacting DWS
Scudder Distributors, Inc., 222 South Riverside Plaza, Chicago, Illinois 60606,
1-800-621-1148, or from the firm from which this Statement of Additional
Information was obtained and is also available along with other related
materials on the Securities and Exchange Commission's Internet Web site
(http://www.sec.gov).
The financial statements and accompanying notes contained in the Annual Report
to Shareholders dated November 30, 2007 for each Fund are incorporated by
reference and are hereby deemed to be part of this Statement of Additional
Information ("SAI").
This Statement of Additional Information ("SAI") is incorporated by reference
into the combined prospectuses for the Funds.
TABLE OF CONTENTS
Page
----
INVESTMENT RESTRICTIONS......................................................1
INVESTMENT POLICIES AND TECHNIQUES...........................................3
Investment Techniques...............................................3
Portfolio Holdings.................................................20
MANAGEMENT OF THE FUNDS.....................................................21
Investment Advisor.................................................21
Sub-Advisors.......................................................26
Compensation of Portfolio Managers.................................29
FUND SERVICE PROVIDERS......................................................37
Distributor .......................................................38
Fund Accounting Agent..............................................42
Custodian .........................................................43
Transfer Agent and Shareholder Service Agent.......................43
Legal Counsel......................................................44
Independent Registered Public Accounting Firm......................44
PORTFOLIO TRANSACTIONS......................................................44
PURCHASE AND REDEMPTION OF SHARES...........................................48
TAXES ...................................................................66
NET ASSET VALUE.............................................................68
DIRECTORS AND OFFICERS......................................................69
FUND ORGANIZATION...........................................................79
PROXY VOTING GUIDELINES.....................................................80
FINANCIAL STATEMENTS........................................................82
ADDITIONAL INFORMATION......................................................82
APPENDIX A..................................................................84
i
INVESTMENT RESTRICTIONS
Except as otherwise indicated, each Fund's investment objective and policies are
not fundamental and may be changed without a vote of shareholders. There can be
no assurance that a Fund's objective will be met.
Any investment restrictions herein which involve a maximum percentage of
securities or assets shall not be considered to be violated unless an excess
over the percentage occurs immediately after and is caused by an acquisition or
encumbrance of securities or assets of, or borrowings by, a Fund.
Each Fund, except for DWS Dreman Concentrated Value Fund, which is classified as
a non-diversified fund, has elected to be classified as a diversified series of
an open-end investment management company.
A diversified fund may not, with respect to 75% of total assets, invest more
than 5% of total assets in the securities of a single issuer or invest in more
than 10% of the outstanding voting securities of such issuer.
Fundamental Restrictions
As a matter of fundamental policy, each Fund may not:
(1) borrow money, except as permitted under the Investment Company Act of
1940, as amended (the "1940 Act"), and as interpreted or modified by
regulatory authority having jurisdiction, from time to time;
(2) issue senior securities, except as permitted under the 1940 Act, as
amended, and as interpreted or modified by regulatory authority having
jurisdiction, from time to time;
(3) concentrate its investments in a particular industry, as that term is
used in the 1940 Act, as amended, and as interpreted or modified by
regulatory authority having jurisdiction, from time to time;
(4) engage in the business of underwriting securities issued by others,
except to the extent that a Fund may be deemed to be an underwriter in
connection with the disposition of portfolio securities;
(5) purchase or sell real estate, which term does not include securities of
companies which deal in real estate or mortgages or investments secured
by real estate or interests therein, except that a Fund reserves
freedom of action to hold and to sell real estate acquired as a result
of a Fund's ownership of securities;
(6) purchase physical commodities or contracts relating to physical
commodities; or
(7) make loans except as permitted under the 1940 Act, as amended, and as
interpreted or modified by regulatory authority having jurisdiction,
from time to time.
A fundamental policy may not be changed without the approval of a majority of
the outstanding voting securities of a Fund which, under the 1940 Act and the
rules thereunder and as used in this Statement of Additional Information, means
the lesser of (1) 67% or more of the voting securities present at such meeting,
if the holders of more than 50% of the outstanding voting securities of a Fund
are present or represented by proxy, or (2) more than 50% of the outstanding
voting securities of a Fund.
Non-Fundamental Restrictions
As a matter of non-fundamental policy, each Fund currently does not intend to:
(1) borrow money in an amount greater than 10% of its total assets except
(i) for temporary or emergency purposes and (ii) by engaging in reverse
repurchase agreements, dollar rolls, or other investments or
transactions described in a Fund's registration statement which may be
deemed to be borrowings;
1
(2) enter into either reverse repurchase agreements or dollar rolls in an
amount greater than 5% of its total assets;
(3) purchase securities on margin or make short sales, except (i) short
sales against the box, (ii) in connection with arbitrage transactions,
(iii) for margin deposits in connection with futures contracts, options
or other permitted investments, (iv) that transactions in futures
contracts and options shall not be deemed to constitute selling
securities short, and (v) that a Fund may obtain such short-term
credits as may be necessary for the clearance of securities
transactions;
(4) purchase options, unless the aggregate premiums paid on all such
options held by a Fund at any time do not exceed 20% of its total
assets; or sell put options, if as a result, the aggregate value of the
obligations underlying such put options would exceed 50% of its total
assets;
(5) enter into futures contracts or purchase options thereon unless
immediately after the purchase, the value of the aggregate initial
margin with respect to such futures contracts entered into on behalf of
a Fund and the premiums paid for such options on futures contracts does
not exceed 5% of the fair market value of a Fund's total assets;
provided that in the case of an option that is in-the-money at the time
of purchase, the in-the-money amount may be excluded in computing the
5% limit;
(6) purchase warrants if as a result, such securities, taken at the lower
of cost or market value, would represent more than 5% of the value of a
Fund's total assets (for this purpose, warrants acquired in units or
attached to securities will be deemed to have no value);
(7) acquire securities of registered open-end investment companies or
registered unit investment trusts in reliance on Sections 12(d)(1)(F)
or 12(d)(1)(G) of the 1940 Act;
(8) invest more than 15% of net assets in illiquid securities; and
(9) lend portfolio securities in an amount greater than 33 1/3% of its
total assets.
The Directors of the Corporation have voluntarily adopted certain
non-fundamental policies and restrictions. Non-fundamental policies may be
changed by the Directors of the Corporation without requiring prior notice to or
approval of shareholders. For each Fund, the Board will provide shareholders
with at least 60 days' notice prior to making a change to such Fund's 80%
investment policy (except DWS Dreman Concentrated Value Fund), as described in
the Funds' prospectuses.
Temporary Defensive Policy. For temporary defensive purposes, each Fund may
invest up to 50% of its assets in cash or defensive-type securities, such as
high-grade debt securities, US government securities, and high quality money
market instruments. Because these defensive policies differ from the Funds'
investment objectives, a Fund may not achieve its goal during a defensive
period.
Master/feeder Fund Structure. The Board of Directors has the discretion to
retain the current distribution arrangement for a Fund while investing in a
master fund in a master/feeder fund structure as described below.
A master/feeder fund structure is one in which a fund (a "feeder fund"), instead
of investing directly in a portfolio of securities, invests most or all of its
investment assets in a separate registered investment company (the "master
fund") with substantially the same investment objective and policies as the
feeder fund. Such a structure permits the pooling of assets of two or more
feeder funds, preserving separate identities or distribution channels at the
feeder fund level. Based on the premise that certain of the expenses of
operating an investment portfolio are relatively fixed, a larger investment
portfolio may eventually achieve a lower ratio of operating expenses to average
net assets. An existing investment company is able to convert to a feeder fund
by selling all of its investments, which involves brokerage and other
transaction costs and realization of a taxable gain or loss, or by contributing
its assets to the master fund and avoiding transaction costs and, if proper
procedures are followed, the realization of taxable gain or loss.
2
INVESTMENT POLICIES AND TECHNIQUES
Investment Techniques
Descriptions in this Statement of Additional Information of a particular
investment practice or technique in which a Fund may engage are meant to
describe the spectrum of investments that Deutsche Investment Management
Americas Inc. ("DIMA" or the "Advisor"), or a subadvisor ("Sub-Advisor"), in its
discretion might, but is not required to, use in managing each Fund's portfolio
assets. For purposes of this section only, references to the "Advisor" may also
refer to a Fund's Sub-Advisor. The Advisor, may in its discretion at any time
employ such practice, technique or instrument for one or more Funds but not for
all funds advised by it. Furthermore, it is possible that certain types of
financial instruments or investment techniques described herein may not be
available, permissible, economically feasible or effective for their intended
purposes in all markets. Certain practices, techniques or instruments may not be
principal activities of the Funds, but, to the extent employed, could from time
to time have a material impact on a Fund's performance. It is possible that
certain investment practices and techniques described below may not be
permissible for a Fund based on its investment restrictions, as described
herein, and in the Fund's applicable prospectus.
Borrowing. As a matter of fundamental policy, a Fund will not borrow money,
except as permitted under the 1940 Act, and as interpreted or modified by
regulatory authority having jurisdiction, from time to time. While the
Corporation's Board of Directors does not currently intend to borrow for
investment leveraging purposes, if such a strategy were implemented in the
future it would increase a Fund's volatility and the risk of loss in a declining
market. Borrowing by a Fund will involve special risk considerations. Although
the principal of a Fund's borrowings will be fixed, a Fund's assets may change
in value during the time a borrowing is outstanding, thus increasing exposure to
capital risk.
Common Stocks. Common stock is issued by companies to raise cash for business
purposes and represents a proportionate interest in the issuing companies.
Therefore, a Fund participates in the success or failure of any company in which
it holds stock. The market values of common stock can fluctuate significantly,
reflecting the business performance of the issuing company, investor perception
and general economic and financial market movements. Despite the risk of price
volatility, however, common stocks have historically offered a greater potential
for long-term gain on investment, compared to other classes of financial assets
such as bonds or cash equivalents, although there can be no assurance that this
will be true in the future.
Convertible Securities. A Fund may invest in convertible securities, that is,
bonds, notes, debentures, preferred stocks and other securities that are
convertible into common stock. Investments in convertible securities can provide
an opportunity for capital appreciation and/or income through interest and
dividend payments by virtue of their conversion or exchange features.
The convertible securities in which a Fund may invest are either fixed income or
zero coupon debt securities that may be converted or exchanged at a stated or
determinable exchange ratio into underlying shares of common stock. The exchange
ratio for any particular convertible security may be adjusted from time to time
due to stock splits, dividends, spin-offs, other corporate distributions or
scheduled changes in the exchange ratio. Convertible debt securities and
convertible preferred stocks, until converted, have general characteristics
similar to both debt and equity securities. Although to a lesser extent than
with debt securities generally, the market value of convertible securities tends
to decline as interest rates increase and, conversely, tends to increase as
interest rates decline. In addition, because of the conversion or exchange
feature, the market value of convertible securities typically changes as the
market value of the underlying common stocks changes, and, therefore, also tends
to follow movements in the general market for equity securities. A unique
feature of convertible securities is that, as the market price of the underlying
common stock declines, convertible securities tend to trade increasingly on a
yield basis, and so may not experience market value declines to the same extent
as the underlying common stock. When the market price of the underlying common
stock increases, the prices of the convertible securities tend to rise as a
reflection of the value of the underlying common stock, although typically not
as much as the underlying common stock. While no securities investments are
without risk, investments in convertible securities generally entail less risk
than investments in common stock of the same issuer.
3
As debt securities, convertible securities are investments which provide for a
stream of income (or in the case of zero coupon securities, accretion of income)
with generally higher yields than common stocks. Convertible securities
generally offer lower yields than non-convertible securities of similar quality
because of their conversion or exchange features.
Of course, like all debt securities, there can be no assurance of income or
principal payments because the issuers of the convertible securities may default
on their obligations.
Convertible securities generally are subordinated to other similar but
non-convertible securities of the same issuer, although convertible bonds, as
corporate debt obligations, enjoy seniority in right of payment to all equity
securities, and convertible preferred stock is senior to common stock, of the
same issuer. However, because of the subordination feature, convertible bonds
and convertible preferred stock typically have lower ratings than similar
non-convertible securities. Convertible securities may be issued as fixed income
obligations that pay current income or as zero coupon notes and bonds, including
Liquid Yield Option Notes ("LYONs"(TM)).
Depositary Receipts. A Fund may invest in sponsored or unsponsored American
Depositary Receipts ("ADRs"), European Depositary Receipts ("EDRs"), Global
Depositary Receipts ("GDRs"), International Depositary Receipts ("IDRs") and
other types of Depositary Receipts (which, together with ADRs, EDRs, GDRs and
IDRs are hereinafter referred to as "Depositary Receipts"). Depositary Receipts
provide indirect investment in securities of foreign issuers. Prices of
unsponsored Depositary Receipts may be more volatile than if they were sponsored
by the issuer of the underlying securities. Depositary Receipts may not
necessarily be denominated in the same currency as the underlying securities
into which they may be converted. In addition, the issuers of the stock of
unsponsored Depositary Receipts are not obligated to disclose material
information in the United States and, therefore, there may not be a correlation
between such information and the market value of the Depositary Receipts. ADRs
are Depositary Receipts that are bought and sold in the United States and are
typically issued by a US bank or trust company which evidence ownership of
underlying securities by a foreign corporation. GDRs, IDRs and other types of
Depositary Receipts are typically issued by foreign banks or trust companies,
although they may also be issued by United States banks or trust companies, and
evidence ownership of underlying securities issued by either a foreign or a
United States corporation. Generally, Depositary Receipts in registered form are
designed for use in the United States securities markets and Depositary Receipts
in bearer form are designed for use in securities markets outside the United
States. For purposes of a Fund's investment policies, the Fund's investments in
ADRs, GDRs and other types of Depositary Receipts will be deemed to be
investments in the underlying securities. Depositary Receipts, including those
denominated in US dollars will be subject to foreign currency exchange rate
risk. However, by investing in US dollar-denominated ADRs rather than directly
in foreign issuers' stock, a Fund avoids currency risks during the settlement
period. In general, there is a large, liquid market in the United States for
most ADRs. However, certain Depositary Receipts may not be listed on an exchange
and therefore may be illiquid securities.
Exchange Traded Funds (ETFs). An ETF is a fund that holds a portfolio of common
stocks or bonds designed to track the performance of a securities index or
industry sector. ETFs trade on a securities exchange and their shares may, at
times, trade at a premium or discount to their NAV. In addition, an ETF may not
replicate exactly the performance of the index it seeks to track for a number of
reasons, including transaction costs incurred by the ETF. ETFs incur fees and
expenses, such as operating expenses, licensing fees, trustee fees and marketing
expenses, which are borne proportionately by ETF shareholders, such as the
Funds. The Funds will also incur brokerage costs when purchasing and selling
shares of ETFs. See also "Investment Techniques-Investment Company Securities".
Eurodollar Instruments. A fund may make investments in Eurodollar instruments
for hedging purposes or to enhance potential gain. Eurodollar instruments are US
dollar-denominated futures contracts or options thereon which are linked to the
London Interbank Offered Rate ("LIBOR"), although foreign currency-denominated
instruments are available from time to time. Eurodollar futures contracts enable
purchasers to obtain a fixed rate for the lending of funds and sellers to obtain
a fixed rate for borrowings. A Fund might use Eurodollar futures contracts and
options thereon to hedge against changes in LIBOR, to which many interest rate
swaps and fixed income instruments are linked.
Investing in Emerging Markets. A Fund's investments in foreign securities may be
in developed countries or in countries considered by a Fund's Advisor to have
developing or "emerging" markets, which involves exposure to
4
economic structures that are generally less diverse and mature than in the
United States, and to political systems that may be less stable. A developing or
emerging market country can be considered to be a country that is in the initial
stages of its industrialization cycle. Currently, emerging markets generally
include every country in the world other than the United States, Canada, Japan,
Australia, New Zealand, Hong Kong, Singapore and most Western European
countries. Currently, investing in many emerging markets may not be desirable or
feasible because of the lack of adequate custody arrangements for a Fund's
assets, overly burdensome repatriation and similar restrictions, the lack of
organized and liquid securities markets, unacceptable political risks or other
reasons. As opportunities to invest in securities in emerging markets develop, a
Fund may expand and further broaden the group of emerging markets in which it
invests. In the past, markets of developing or emerging market countries have
been more volatile than the markets of developed countries; however, such
markets often have provided higher rates of return to investors. The Advisor
believes that these characteristics may be expected to continue in the future.
Most emerging securities markets have substantially less volume and are subject
to less governmental supervision than US securities markets. Securities of many
issuers in emerging markets may be less liquid and more volatile than securities
of comparable domestic issuers. In addition, there is less regulation of
securities exchanges, securities dealers, and listed and unlisted companies in
emerging markets than in the US.
Emerging markets also have different clearance and settlement procedures, and in
certain markets there have been times when settlements have not kept pace with
the volume of securities transactions. Delays in settlement could result in
temporary periods when a portion of the assets of a Fund is uninvested and no
return is earned thereon. The inability of a Fund to make intended security
purchases due to settlement problems could cause a Fund to miss attractive
investment opportunities. Inability to dispose of portfolio securities due to
settlement problems could result either in losses to a Fund due to subsequent
declines in value of the portfolio security or, if a Fund has entered into a
contract to sell the security, could result in possible liability to the
purchaser. Costs associated with transactions in foreign securities are
generally higher than costs associated with transactions in US securities. Such
transactions also involve additional costs for the purchase or sale of foreign
currency.
Certain emerging markets require prior governmental approval of investments by
foreign persons, limit the amount of investment by foreign persons in a
particular company, limit the investment by foreign persons only to a specific
class of securities of a company that may have less advantageous rights than the
classes available for purchase by domiciliaries of the countries and/or impose
additional taxes on foreign investors. Certain emerging markets may also
restrict investment opportunities in issuers in industries deemed important to
national interest.
Certain emerging markets may require governmental approval for the repatriation
of investment income, capital or the proceeds of sales of securities by foreign
investors. In addition, if a deterioration occurs in an emerging market's
balance of payments or for other reasons, a country could impose temporary
restrictions on foreign capital remittances. A fund could be adversely affected
by delays in, or a refusal to grant, any required governmental approval for
repatriation of capital, as well as by the application to a fund of any
restrictions on investments.
In the course of investment in emerging markets, a Fund will be exposed to the
direct or indirect consequences of political, social and economic changes in one
or more emerging markets. While a Fund will manage its assets in a manner that
will seek to minimize the exposure to such risks, there can be no assurance that
adverse political, social or economic changes will not cause a Fund to suffer a
loss of value in respect of the securities in a Fund's portfolio.
The risk also exists that an emergency situation may arise in one or more
emerging markets as a result of which trading of securities may cease or may be
substantially curtailed and prices for a Fund's securities in such markets may
not be readily available. During this period, a Fund's securities in the
affected markets will be valued at fair value determined in good faith by or
under the direction of a Fund's Board.
Volume and liquidity in most foreign markets are less than in the US, and
securities of many foreign companies are less liquid and more volatile than
securities of comparable US companies. Fixed commissions on foreign securities
exchanges are generally higher than negotiated commissions on US exchanges,
although a Fund endeavors to achieve the most favorable net results on its
portfolio transactions. There is generally less government supervision and
regulation of business and industry practices, securities exchanges, brokers,
dealers and listed companies than in the US Mail service between the US and
foreign countries may be slower or less reliable than within the US, thus
5
increasing the risk of delayed settlements of portfolio transactions or loss of
certificates for certificated portfolio securities. In addition, with respect to
certain emerging markets, there is the possibility of expropriation or
confiscatory taxation, political or social instability, or diplomatic
developments which could affect a Fund's investments in those countries.
Moreover, individual emerging market economies may differ favorably or
unfavorably from the US economy in such respects as growth of gross national
product, rate of inflation, capital reinvestment, resource self-sufficiency and
balance of payments position.
A Fund may have limited legal recourse in the event of a default with respect to
certain debt obligations it holds. If the issuer of a fixed-income security
owned by a Fund defaults, a Fund may incur additional expenses to seek recovery.
Debt obligations issued by emerging market country governments differ from debt
obligations of private entities; remedies from defaults on debt obligations
issued by emerging market governments, unlike those on private debt, must be
pursued in the courts of the defaulting party itself. A Fund's ability to
enforce its rights against private issuers may be limited. The ability to attach
assets to enforce a judgment may be limited. Legal recourse is therefore
somewhat diminished. Bankruptcy, moratorium and other similar laws applicable to
private issuers of debt obligations may be substantially different from those of
other countries. The political context, expressed as an emerging market
governmental issuer's willingness to meet the terms of the debt obligation, for
example, is of considerable importance. In addition, no assurance can be given
that the holders of commercial bank debt may not contest payments to the holders
of debt obligations in the event of default under commercial bank loan
agreements.
Income from securities held by a Fund could be reduced by a withholding tax at
the source or other taxes imposed by the emerging market countries in which a
fund makes its investments. A Fund's net asset value may also be affected by
changes in the rates or methods of taxation applicable to a Fund or to entities
in which a Fund has invested. The Advisor will consider the cost of any taxes in
determining whether to acquire any particular investments, but can provide no
assurance that the taxes will not be subject to change.
Many emerging markets have experienced substantial, and, in some periods,
extremely high rates of inflation for many years. Inflation and rapid
fluctuations in inflation rates have had and may continue to have adverse
effects on the economies and securities markets of certain emerging market
countries. In an attempt to control inflation, wage and price controls have been
imposed in certain countries. Of these countries, some, in recent years, have
begun to control inflation through prudent economic policies.
Emerging market governmental issuers are among the largest debtors to commercial
banks, foreign governments, international financial organizations and other
financial institutions. Certain emerging market governmental issuers have not
been able to make payments of interest on or principal of debt obligations as
those payments have come due. Obligations arising from past restructuring
agreements may affect the economic performance and political and social
stability of those issuers.
Governments of many emerging market countries have exercised and continue to
exercise substantial influence over many aspects of the private sector through
the ownership or control of many companies, including some of the largest in any
given country. As a result, government actions in the future could have a
significant effect on economic conditions in emerging markets, which in turn,
may adversely affect companies in the private sector, general market conditions
and prices and yields of certain of the securities in a Fund's portfolio.
Expropriation, confiscatory taxation, nationalization, political, economic or
social instability or other similar developments have occurred frequently over
the history of certain emerging markets and could adversely affect a Fund's
assets should these conditions recur.
The ability of emerging market country governmental issuers to make timely
payments on their obligations is likely to be influenced strongly by the
issuer's balance of payments, including export performance, and its access to
international credits and investments. An emerging market whose exports are
concentrated in a few commodities could be vulnerable to a decline in the
international prices of one or more of those commodities. Increased
protectionism on the part of an emerging market's trading partners could also
adversely affect a country's exports and diminish its trade account surplus, if
any. To the extent that emerging markets receive payment for its exports in
currencies other than dollars or non-emerging market currencies, its ability to
make debt payments denominated in dollars or non-emerging market currencies
could be affected.
6
Another factor bearing on the ability of emerging market countries to repay debt
obligations is the level of international reserves of the country. Fluctuations
in the level of these reserves affect the amount of foreign exchange readily
available for external debt payments and thus could have a bearing on the
capacity of emerging market countries to make payments on these debt
obligations.
To the extent that an emerging market country cannot generate a trade surplus,
it must depend on continuing loans from foreign governments, multilateral
organizations or private commercial banks, aid payments from foreign governments
and inflows of foreign investment. The access of emerging markets to these forms
of external funding may not be certain, and a withdrawal of external funding
could adversely affect the capacity of emerging market country governmental
issuers to make payments on their obligations. In addition, the cost of
servicing emerging market debt obligations can be affected by a change in
international interest rates since the majority of these obligations carry
interest rates that are adjusted periodically based upon international rates.
Foreign Securities. Investing in foreign securities involves certain special
considerations, including those set forth below, which are not typically
associated with investing in US securities and which may favorably or
unfavorably affect a Fund's performance. As foreign companies are not generally
subject to uniform accounting, auditing and financial reporting standards,
practices and requirements comparable to those applicable to domestic companies,
there may be less publicly available information about a foreign company than
about a domestic company. Many foreign securities markets, while growing in
volume of trading activity, have substantially less volume than the US market,
and securities of some foreign issuers are less liquid and more volatile than
securities of domestic issuers. Similarly, volume and liquidity in most foreign
bond markets is less than in the US and, at times, volatility of price can be
greater than in the US. Fixed commissions on some foreign securities exchanges
and bid to asked spreads in foreign bond markets are generally higher than
commissions or bid to asked spreads on US markets, although the Advisor will
endeavor to achieve the most favorable net results on its portfolio
transactions. There is generally less governmental supervision and regulation of
securities exchanges, brokers and listed companies in foreign countries than in
the US. It may be more difficult for a fund's agents to keep currently informed
about corporate actions in foreign countries which may affect the prices of
portfolio securities. Communications between the US and foreign countries may be
less reliable than within the US, thus increasing the risk of delayed
settlements of portfolio transactions or loss of certificates for portfolio
securities. Payment for securities without delivery may be required in certain
foreign markets. In addition, with respect to certain foreign countries, there
is the possibility of expropriation or confiscatory taxation, political or
social instability, or diplomatic developments which could affect US investments
in those countries. Moreover, individual foreign economies may differ favorably
or unfavorably from the US economy in such respects as growth of gross national
product, rate of inflation, capital reinvestment, resource self-sufficiency and
balance of payments position. The management of a Fund seeks to mitigate the
risks associated with the foregoing considerations through continuous
professional management.
Illiquid Securities and Restricted Securities. A Fund may purchase securities
that are subject to legal or contractual restrictions on resale ("restricted
securities"). Generally speaking, restricted securities may be sold (i) only to
qualified institutional buyers; (ii) in a privately negotiated transaction to a
limited number of purchasers; (iii) in limited quantities after they have been
held for a specified period of time and other conditions are met pursuant to an
exemption from registration; or (iv) in a public offering for which a
registration statement is in effect under the Securities Act of 1933, as
amended. Issuers of restricted securities may not be subject to the disclosure
and other investor protection requirements that would be applicable if their
securities were publicly traded.
Restricted securities are often illiquid, but they may also be liquid. For
example, restricted securities that are eligible for resale under Rule 144A are
often deemed to be liquid.
The Funds' Board has approved guidelines for use by the Advisor in determining
whether a security is liquid or illiquid. Among the factors the Advisor may
consider in reaching liquidity decisions relating to Rule 144A securities are:
(1) the frequency of trades and quotes for the security; (2) the number of
dealers wishing to purchase or sell the security and the number of other
potential purchasers; (3) dealer undertakings to make a market in the security;
and (4) the nature of the security and the nature of the market for the security
(i.e., the time needed to dispose of the security, the method of soliciting
offers, and the mechanics of the transfer. Issuers of restricted securities may
not be subject to the disclosure and other investor protection requirement that
would be applicable if their securities were publicly traded. Where a
registration statement is required for the resale of restricted securities,
7
a fund may be required to bear all or part of the registration expenses. A Fund
may be deemed to be an "underwriter" for purposes of the Securities Act of 1933,
as amended when selling restricted securities to the public and, in such event,
a Fund may be liable to purchasers of such securities if the registration
statement prepared by the issuer is materially inaccurate or misleading.
A Fund may also purchase securities that are not subject to legal or contractual
restrictions on resale, but that are deemed illiquid. Such securities may be
illiquid, for example, because there is a limited trading market for them.
A fund may be unable to sell a restricted or illiquid security. In addition, it
may be more difficult to determine a market value for restricted or illiquid
securities. Moreover, if adverse market conditions were to develop during the
period between a Fund's decision to sell a restricted or illiquid security and
the point at which a fund is permitted or able to sell such security, a fund
might obtain a price less favorable than the price that prevailed when it
decided to sell. This investment practice, therefore, could have the effect of
increasing the level of illiquidity of a Fund.
Impact of Large Redemptions and Purchases of Fund shares. From time to time,
shareholders of a Fund (which may include affiliated and/or non-affiliated
registered investment companies that invest in a Fund) may make relatively large
redemptions or purchases of Fund shares. These transactions may cause a Fund to
have to sell securities or invest additional cash, as the case may be. While it
is impossible to predict the overall impact of these transactions over time,
there could be adverse effects on a Fund's performance to the extent that a Fund
may be required to sell securities or invest cash at times when it would not
otherwise do so. These transactions could also accelerate the realization of
taxable income if sales of securities resulted in capital gains or other income
and could also increase transaction costs, which may impact a Fund's expense
ratio.
IPO Risk. Securities issued through an initial public offering (IPO) can
experience an immediate drop in value if the demand for the securities does not
continue to support the offering price. Information about the issuers of IPO
securities is also difficult to acquire since they are new to the market and may
not have lengthy operating histories. A Fund may engage in short-term trading in
connection with its IPO investments, which could produce higher trading costs
and adverse tax consequences. The number of securities issued in an IPO is
limited, so it is likely that IPO securities will represent a smaller component
of a Fund's portfolio as the fund's assets increase (and thus have a more
limited effect on the fund's performance).
Interfund Borrowing and Lending Program. The Funds have received exemptive
relief from the Securities and Exchange Commission (the "SEC"), which permits
the Funds to participate in an interfund lending program among certain
investment companies advised by the Advisor. The interfund lending program
allows the participating funds to borrow money from and loan money to each other
for temporary or emergency purposes. The program is subject to a number of
conditions designed to ensure fair and equitable treatment of all participating
funds, including the following: (1) no fund may borrow money through the program
unless it receives a more favorable interest rate than a rate approximating the
lowest interest rate at which bank loans would be available to any of the
participating funds under a loan agreement; and (2) no fund may lend money
through the program unless it receives a more favorable return than that
available from an investment in repurchase agreements and, to the extent
applicable, money market cash sweep arrangements. In addition, a fund may
participate in the program only if and to the extent that such participation is
consistent with the fund's investment objectives and policies (for instance,
money market funds would normally participate only as lenders and tax exempt
funds only as borrowers). Interfund loans and borrowings may extend overnight,
but could have a maximum duration of seven days. Loans may be called on one
day's notice. A fund may have to borrow from a bank at a higher interest rate if
an interfund loan is called or not renewed. Any delay in repayment to a lending
fund could result in a lost investment opportunity or additional costs. The
program is subject to the oversight and periodic review of the Boards of the
participating funds. To the extent a Fund is actually engaged in borrowing
through the interfund lending program, such Fund intends to comply with its
fundamental and non-fundamental policies regarding borrowing.
Investment Company Securities. A fund may acquire securities of other investment
companies to the extent consistent with its investment objective and subject to
the limitations of the 1940 Act. A fund will indirectly bear its proportionate
share of any management fees and other expenses paid by such other investment
companies.
8
For example, a fund may invest in a variety of investment companies which seek
to track the composition and performance of specific indexes or a specific
portion of an index. These index-based investments hold substantially all of
their assets in securities representing their specific index. Accordingly, the
main risk of investing in index-based investments is the same as investing in a
portfolio of equity securities comprising the index. The market prices of
index-based investments will fluctuate in accordance with both changes in the
market value of their underlying portfolio securities and due to supply and
demand for the instruments on the exchanges on which they are traded (which may
result in their trading at a discount or premium to their NAVs). Index-based
investments may not replicate exactly the performance of their specified index
because of transaction costs and because of the temporary unavailability of
certain component securities of the index.
Examples of index-based investments include:
SPDRs(R): SPDRs, an acronym for "Standard & Poor's Depositary Receipts," are
based on the S&P 500 Composite Stock Price Index. They are issued by the SPDR
Trust, a unit investment trust that holds shares of substantially all the
companies in the S&P 500 in substantially the same weighting and seeks to
closely track the price performance and dividend yield of the Index.
MidCap SPDRs(R): MidCap SPDRs are based on the S&P MidCap 400 Index. They are
issued by the MidCap SPDR Trust, a unit investment trust that holds a portfolio
of securities consisting of substantially all of the common stocks in the S&P
MidCap 400 Index in substantially the same weighting and seeks to closely track
the price performance and dividend yield of the Index.
Select Sector SPDRs(R): Select Sector SPDRs are based on a particular sector or
group of industries that are represented by a specified Select Sector Index
within the Standard & Poor's Composite Stock Price Index. They are issued by The
Select Sector SPDR Trust, an open-end management investment company with nine
portfolios that each seeks to closely track the price performance and dividend
yield of a particular Select Sector Index.
DIAMONDS(SM): DIAMONDS are based on the Dow Jones Industrial Average(SM). They
are issued by the DIAMONDS Trust, a unit investment trust that holds a portfolio
of all the component common stocks of the Dow Jones Industrial Average and seeks
to closely track the price performance and dividend yield of the Dow.
Nasdaq-100 Shares: Nasdaq-100 Shares are based on the Nasdaq-100 Index. They are
issued by the Nasdaq-100 Trust, a unit investment trust that holds a portfolio
consisting of substantially all of the securities, in substantially the same
weighting, as the component stocks of the Nasdaq-100 Index and seeks to closely
track the price performance and dividend yield of the Index.
Investment of Uninvested Cash Balances. A Fund may have cash balances that have
not been invested in portfolio securities ("Uninvested Cash"). Uninvested Cash
may result from a variety of sources, including dividends or interest received
from portfolio securities, unsettled securities transactions, reserves held for
investment strategy purposes, scheduled maturity of investments, liquidation of
investment securities to meet anticipated redemptions and dividend payments and
new cash received from investors. Uninvested Cash may be invested directly in
money market instruments or other short-term debt obligations. Pursuant to an
Exemptive Order issued by the SEC, a Fund may use Uninvested Cash to purchase
shares of affiliated funds including money market funds, short-term bond funds
and Cash Management QP Trust, or one or more future entities for which the
Advisor acts as trustee or investment advisor that operate as cash management
investment vehicles and that are excluded from the definition of investment
company pursuant to Section 3(c)(1) or 3(c)(7) of the 1940 Act (collectively,
the "Central Funds") in excess of the limitations of Section 12(d)(1) of the
1940 Act. Investment by a Fund in shares of the Central Funds will be in
accordance with a Fund's investment policies and restrictions as set forth in
its registration statement.
Certain of the Central Funds comply with Rule 2a-7 under the 1940 Act. The other
Central Funds are or will be short-term bond funds that invest in fixed-income
securities and maintain a dollar weighted average maturity of three years or
less. Each of the Central Funds will be managed specifically to maintain a
highly liquid portfolio, and access to them will enhance a Fund's ability to
manage Uninvested Cash.
9
A Fund will invest Uninvested Cash in Central Funds only to the extent that a
Fund's aggregate investment in the Central Funds does not exceed 25% of its
total assets. Purchase and sales of shares of Central Funds are made at net
asset value.
Investment-Grade Bonds. A Fund may purchase "investment-grade" bonds, which are
those rated Aaa, Aa, A or Baa by Moody's or AAA, AA, A or BBB by S&P or, if
unrated, judged to be of equivalent quality as determined by the Advisor.
Moody's considers bonds it rates Baa to have speculative elements as well as
investment-grade characteristics. To the extent that a Fund invests in
higher-grade securities, a fund will not be able to avail itself of
opportunities for higher income which may be available at lower grades.
High-Yield/High-Risk Bonds. DWS Dreman Concentrated Value Fund may purchase debt
securities which are rated below investment-grade (commonly referred to as "junk
bonds"), that is, rated below Baa by Moody's or below BBB by S&P or similarly
rated by another NRSRO and unrated securities judged to be of equivalent quality
as determined by the Advisor. These securities usually entail greater risk
(including the possibility of default or bankruptcy of the issuers of such
securities), generally involve greater volatility of price and risk to principal
and income, and may be less liquid, than securities in the higher rating
categories. The lower the ratings of such debt securities, the more their risks
render them like equity securities. Securities rated D may be in default with
respect to payment of principal or interest. See the Appendix to this Statement
of Additional Information for a more complete description of the ratings
assigned by ratings organizations and their respective characteristics.
Issuers of such high-yield securities often are highly leveraged and may not
have available to them more traditional methods of financing. Therefore, the
risk associated with acquiring the securities of such issuers generally is
greater than is the case with higher rated securities. For example, during an
economic downturn or a sustained period of rising interest rates, highly
leveraged issuers of high-yield securities may experience financial stress.
During such periods, such issuers may not have sufficient revenues to meet their
interest payment obligations. The issuer's ability to service its debt
obligations may also be adversely affected by specific corporate developments,
or the issuer's inability to meet specific projected business forecasts, or the
unavailability of additional financing. The risk of loss from default by the
issuer is significantly greater for the holders of high-yield securities because
such securities are generally unsecured and are often subordinated to other
creditors of the issuer. Prices and yields of high-yield securities will
fluctuate over time and, during periods of economic uncertainty, volatility of
high-yield securities may adversely affect the Fund's net asset value. In
addition, investments in high-yield zero coupon or pay-in-kind bonds, rather
than income-bearing high-yield securities, may be more speculative and may be
subject to greater fluctuations in value due to changes in interest rates.
The Fund may have difficulty disposing of certain high-yield securities because
they may have a thin trading market. Because not all dealers maintain markets in
all high-yield securities, the Fund anticipates that such securities could be
sold only to a limited number of dealers or institutional investors. The lack of
a liquid secondary market may have an adverse effect on the market price and the
Fund's ability to dispose of particular issues and may also make it more
difficult for the Fund to obtain accurate market quotations for purposes of
valuing the Fund's assets. Market quotations generally are available on many
high-yield issues only from a limited number of dealers and may not necessarily
represent firm bids of such dealers or prices for actual sales. Adverse
publicity and investor perceptions may decrease the values and liquidity of
high-yield securities. These securities may also involve special registration
responsibilities, liabilities and costs, and liquidity and valuation
difficulties.
Credit quality in the high-yield securities market can change suddenly and
unexpectedly, and even recently-issued credit ratings may not fully reflect the
actual risks posed by a particular high-yield security. For these reasons, it is
generally the policy of the Advisor not to rely exclusively on ratings issued by
established credit rating agencies, but to supplement such ratings with its own
independent and on-going review of credit quality. The achievement of the Fund's
investment objective by investment in such securities may be more dependent on
the Advisor's credit analysis than is the case for higher quality bonds. Should
the rating of a portfolio security be downgraded, the Advisor will determine
whether it is in the best interests of the Fund to retain or dispose of such
security.
Prices for high-yield securities may be affected by legislative and regulatory
developments. Also, Congress has from time to time considered legislation which
would restrict or eliminate the corporate tax deduction for interest
10
payments in these securities and regulate corporate restructurings. Such
legislation may significantly depress the prices of outstanding securities of
this type.
Lending of Portfolio Securities. Each Fund may lend its investment securities to
approved institutional borrowers who need to borrow securities in order to
complete certain transactions, such as covering short sales, avoiding failures
to deliver securities or completing arbitrage operations. By lending its
investment securities, a Fund attempts to increase its net investment income
through the receipt of interest on the loan. Any gain or loss in the market
price of the securities loaned that might occur during the term of the loan
would belong to a fund. Each Fund may lend its investment securities so long as
the terms, structure and the aggregate amount of such loans are not inconsistent
with the 1940 Act or the rules and regulations or interpretations of the SEC
thereunder, which currently require that (a) the borrower pledge and maintain
with a Fund collateral consisting of liquid, unencumbered assets having a value
at all times not less than 100% of the value of the securities loaned, (b) the
borrower add to such collateral whenever the price of the securities loaned
rises (i.e., the borrower "marks to the market" on a daily basis), (c) the loan
be made subject to termination by a Fund at any time, and (d) a Fund receives
reasonable interest on the loan (which may include the Fund investing any cash
collateral in interest bearing short-term investments), and distributions on the
loaned securities and any increase in their market value. There may be risks of
delay in recovery of the securities or even loss of rights in the collateral
should the borrower of the securities fail financially. However, loans will be
made only to borrowers selected by a Fund's delegate after a commercially
reasonable review of relevant facts and circumstances, including the
creditworthiness of the borrower.
At the present time, the staff of the SEC does not object if an investment
company pays reasonable negotiated fees in connection with loaned securities, so
long as such fees are set forth in a written contract and approved by the
investment company's Board of Directors. In addition, voting rights may pass
with the loaned securities, but if a material event occurs affecting an
investment on loan, the loan must be called and the securities voted. Pursuant
to an exemptive order granted by the SEC, cash collateral received by a fund may
be invested in a money market fund managed by the Advisor (or one of its
affiliates).
Privatized Enterprises. A Fund may invest in foreign securities which may
include securities issued by enterprises that have undergone or are currently
undergoing privatization. The governments of certain foreign countries have, to
varying degrees, embarked on privatization programs contemplating the sale of
all or part of their interests in state enterprises. A Fund's investments in the
securities of privatized enterprises may include privately negotiated
investments in a government or state-owned or controlled company or enterprise
that has not yet conducted an initial equity offering, investments in the
initial offering of equity securities of a state enterprise or former state
enterprise and investments in the securities of a state enterprise following its
initial equity offering.
In certain jurisdictions, the ability of foreign entities, such as a Fund, to
participate in privatizations may be limited by local law, or the price or terms
on which a Fund may be able to participate may be less advantageous than for
local investors. Moreover, there can be no assurance that governments that have
embarked on privatization programs will continue to divest their ownership of
state enterprises, that proposed privatizations will be successful or that
governments will not re-nationalize enterprises that have been privatized.
In the case of the enterprises in which a Fund may invest, large blocks of the
stock of those enterprises may be held by a small group of stockholders, even
after the initial equity offerings by those enterprises. The sale of some
portion or all of those blocks could have an adverse effect on the price of the
stock of any such enterprise.
Prior to making an initial equity offering, most state enterprises or former
state enterprises go through an internal reorganization or management. Such
reorganizations are made in an attempt to better enable these enterprises to
compete in the private sector. However, certain reorganizations could result in
a management team that does not function as well as an enterprise's prior
management and may have a negative effect on such enterprise. In addition, the
privatization of an enterprise by its government may occur over a number of
years, with the government continuing to hold a controlling position in the
enterprise even after the initial equity offering for the enterprise.
Prior to privatization, most of the state enterprises in which a Fund may invest
enjoy the protection of and receive preferential treatment from the respective
sovereigns that own or control them. After making an initial equity offering,
these enterprises may no longer have such protection or receive such
preferential treatment and may
11
become subject to market competition from which they were previously protected.
Some of these enterprises may not be able to operate effectively in a
competitive market and may suffer losses or experience bankruptcy due to such
competition.
Real Estate Investment Trusts ("REITs"). A Fund may invest in REITs. REITs are
sometimes informally characterized as equity REITs, mortgage REITs and hybrid
REITs. Investment in REITs may subject a fund to risks associated with the
direct ownership of real estate, such as decreases in real estate values,
overbuilding, increased competition and other risks related to local or general
economic conditions, increases in operating costs and property taxes, changes in
zoning laws, casualty or condemnation losses, possible environmental
liabilities, regulatory limitations on rent and fluctuations in rental income.
Equity REITs generally experience these risks directly through fee or leasehold
interests, whereas mortgage REITs generally experience these risks indirectly
through mortgage interests, unless the mortgage REIT forecloses on the
underlying real estate. Changes in interest rates may also affect the value of a
Fund's investment in REITs. For instance, during periods of declining interest
rates, certain mortgage REITs may hold mortgages that the mortgagors elect to
prepay, which prepayment may diminish the yield on securities issued by those
REITs.
Certain REITs have relatively small market capitalizations, which may tend to
increase the volatility of the market price of their securities. Furthermore,
REITs are dependent upon specialized management skills, have limited
diversification and are, therefore, subject to risks inherent in operating and
financing a limited number of projects. REITs are also subject to heavy cash
flow dependency, defaults by borrowers and the possibility of failing to qualify
for tax-free pass-through of income under the Internal Revenue Code of 1986, as
amended (the "Internal Revenue Code" or the "Code"), and to maintain exemption
from the registration requirements of the 1940 Act. By investing in REITs
indirectly through a Fund, a shareholder will bear not only his or her
proportionate share of the expenses of a Fund, but also, indirectly, similar
expenses of the REITs. In addition, REITs depend generally on their ability to
generate cash flow to make distributions to shareholders.
Repurchase Agreements. A Fund may invest in repurchase agreements pursuant to
its investment guidelines. In a repurchase agreement, a Fund acquires ownership
of a security and simultaneously commits to resell that security to the seller,
typically a bank or broker/dealer.
A repurchase agreement provides a means for a Fund to earn income on funds for
periods as short as overnight. It is an arrangement under which the purchaser
(i.e., a Fund) acquires a security (for purposes of this section, "Obligation")
and the seller agrees, at the time of sale, to repurchase the Obligation at a
specified time and price. Securities subject to a repurchase agreement are held
in a segregated account and, as described in more detail below, the value of
such securities is kept at least equal to the repurchase price on a daily basis.
The repurchase price may be higher than the purchase price, the difference being
income to a Fund, or the purchase and repurchase prices may be the same, with
interest at a stated rate due to a Fund together with the repurchase price upon
repurchase. In either case, the income to a Fund is unrelated to the interest
rate on the Obligation itself. Obligations will be held by the custodian or in
the Federal Reserve Book Entry System.
It is not clear whether a court would consider the Obligation purchased by a
Fund subject to a repurchase agreement as being owned by a Fund or as being
collateral for a loan by a Fund to the seller. In the event of the commencement
of bankruptcy or insolvency proceedings with respect to the seller of the
Obligation before repurchase of the Obligation under a repurchase agreement, a
Fund may encounter delay and incur costs before being able to sell the security.
Delays may involve loss of interest or decline in price of the Obligation. If
the court characterizes the transaction as a loan and a Fund has not perfected a
security interest in the Obligation, a Fund may be required to return the
Obligation to the seller's estate and be treated as an unsecured creditor of the
seller. As an unsecured creditor, a fund would be at risk of losing some or all
of the principal and income involved in the transaction. As with any unsecured
debt Obligation purchased for a Fund, the Advisor seeks to reduce the risk of
loss through repurchase agreements by analyzing the creditworthiness of the
obligor, in this case the seller of the Obligation. Apart from the risk of
bankruptcy or insolvency proceedings, there is also the risk that the seller may
fail to repurchase the Obligation, in which case a Fund may incur a loss if the
proceeds to a Fund of the sale to a third party are less than the repurchase
price. However, if the market value (including interest) of the Obligation
subject to the repurchase agreement becomes less than the repurchase price
(including interest), a Fund will direct
12
the seller of the Obligation to deliver additional securities so that the market
value (including interest) of all securities subject to the repurchase agreement
will equal or exceed the repurchase price.
Reverse Repurchase Agreements. A Fund may enter into "reverse repurchase
agreements," which are repurchase agreements in which a fund, as the seller of
the securities, agrees to repurchase such securities at an agreed time and
price. A Fund segregates assets in an amount at least equal to its obligation
under outstanding reverse repurchase agreements. A Fund will enter into reverse
repurchase agreements only when the Advisor believes that the interest income to
be earned from the investment of the proceeds of the transaction will be greater
than the interest expense of the transaction. Such transactions may increase
fluctuations in the market value of fund assets and its yield.
Small Company Risk. The Advisor believes that many small companies may have
sales and earnings growth rates which exceed those of larger companies, and that
such growth rates may in turn be reflected in more rapid share price
appreciation over time. However, investing in small company stocks involves
greater risk than is customarily associated with investing in larger, more
established companies. For example, smaller companies can have limited product
lines, markets, or financial and managerial resources. Smaller companies may
also be dependent on one or a few key persons, and may be more susceptible to
losses and risks of bankruptcy. Also, the securities of smaller companies may be
thinly traded (and therefore have to be sold at a discount from current market
prices or sold in small lots over an extended period of time). Transaction costs
in small company stocks may be higher than those of larger companies.
Strategic Transactions and Derivatives. A Fund may, but is not required to,
utilize various other investment strategies as described below for a variety of
purposes, such as hedging various market risks, managing the effective maturity
or duration of the fixed-income securities in each Fund's portfolio or enhancing
potential gain. These strategies may be executed through the use of derivative
contracts.
In the course of pursuing these investment strategies, a Fund may purchase and
sell exchange-listed and over-the-counter put and call options on securities,
equity and fixed-income indices and other instruments, purchase and sell futures
contracts and options thereon, enter into various transactions such as swaps,
caps, floors, collars, currency forward contracts, currency futures contracts,
currency swaps or options on currencies, or currency futures and various other
currency transactions (collectively, all the above are called "Strategic
Transactions"). In addition, Strategic Transactions may also include new
techniques, instruments or strategies that are permitted as regulatory changes
occur. Strategic Transactions may be used without limit (subject to certain
limits imposed by the 1940 Act) to attempt to protect against possible changes
in the market value of securities held in or to be purchased for a Fund's
portfolio resulting from securities markets or currency exchange rate
fluctuations, to protect a Fund's unrealized gains in the value of its portfolio
securities, to facilitate the sale of such securities for investment purposes,
to manage the effective maturity or duration of fixed-income securities in a
Fund's portfolio, or to establish a position in the derivatives markets as a
substitute for purchasing or selling particular securities. Some Strategic
Transactions may also be used to enhance potential gain although no more than 5%
of a Fund's assets will be committed to certain Strategic Transactions entered
into for non-hedging purposes. Any or all of these investment techniques may be
used at any time and in any combination, and there is no particular strategy
that dictates the use of one technique rather than another, as use of any
Strategic Transaction is a function of numerous variables including market
conditions. The ability of a Fund to utilize these Strategic Transactions
successfully will depend on the Advisor's ability to predict pertinent market
movements, which cannot be assured. Each Fund will comply with applicable
regulatory requirements when implementing these strategies, techniques and
instruments. Strategic Transactions will not be used to alter fundamental
investment purposes and characteristics of a Fund, and a fund will segregate
assets (or as provided by applicable regulations, enter into certain offsetting
positions) to cover its obligations under options, futures, swaps and other
derivatives to limit leveraging of the Fund.
Strategic Transactions, including derivative contracts, have risks associated
with them including possible default by the other party to the transaction,
illiquidity and, to the extent the Advisor's view as to certain market movements
is incorrect, the risk that the use of such Strategic Transactions could result
in losses greater than if they had not been used. Use of put and call options
may result in losses to a Fund, force the sale or purchase of portfolio
securities at inopportune times or for prices higher than (in the case of put
options) or lower than (in the case of call options) current market values,
limit the amount of appreciation a Fund can realize on its investments or cause
a Fund to hold a security it might otherwise sell. The use of currency
transactions can result in a fund incurring losses as a result of
13
a number of factors including the imposition of exchange controls, suspension of
settlements, or the inability to deliver or receive a specified currency. The
use of options and futures transactions entails certain other risks. In
particular, the variable degree of correlation between price movements of
futures contracts and price movements in the related portfolio position of a
Fund creates the possibility that losses on the hedging instrument may be
greater than gains in the value of a Fund's position. In addition, futures and
options markets may not be liquid in all circumstances and certain
over-the-counter options may have no markets. As a result, in certain markets, a
Fund might not be able to close out a transaction without incurring substantial
losses, if at all. Although the use of futures and options transactions for
hedging should tend to minimize the risk of loss due to a decline in the value
of the hedged position, at the same time they tend to limit any potential gain
which might result from an increase in value of such position. Finally, the
daily variation margin requirements for futures contracts would create a greater
ongoing potential financial risk than would purchases of options, where the
exposure is limited to the cost of the initial premium. Losses resulting from
the use of Strategic Transactions would reduce net asset value, and possibly
income, and such losses can be greater than if the Strategic Transactions had
not been utilized.
Options on Securities Indices and Other Financial Indices. A Fund also may
purchase and sell call and put options on securities indices and other financial
indices and in so doing can achieve many of the same objectives it would achieve
through the sale or purchase of options on individual securities or other
instruments. Options on securities indices and other financial indices are
similar to options on a security or other instrument except that, rather than
settling by physical delivery of the underlying instrument, they settle by cash
settlement, i.e., an option on an index gives the holder the right to receive,
upon exercise of the option, an amount of cash if the closing level of the index
upon which the option is based exceeds, in the case of a call, or is less than,
in the case of a put, the exercise price of the option (except if, in the case
of an OTC option, physical delivery is specified). This amount of cash is equal
to the excess of the closing price of the index over the exercise price of the
option, which also may be multiplied by a formula value. The seller of the
option is obligated, in return for the premium received, to make delivery of
this amount. The gain or loss on an option on an index depends on price
movements in the instruments making up the market, market segment, industry or
other composite on which the underlying index is based, rather than price
movements in individual securities, as is the case with respect to options on
securities.
General Characteristics of Options. Put options and call options typically have
similar structural characteristics and operational mechanics regardless of the
underlying instrument on which they are purchased or sold. Thus, the following
general discussion relates to each of the particular types of options discussed
in greater detail below. In addition, many Strategic Transactions involving
options require segregation of Fund assets in special accounts, as described
below under "Use of Segregated and Other Special Accounts."
A put option gives the purchaser of the option, upon payment of a premium, the
right to sell, and the writer the obligation to buy, the underlying security,
commodity, index, currency or other instrument at the exercise price. For
instance, a fund's purchase of a put option on a security might be designed to
protect its holdings in the underlying instrument (or, in some cases, a similar
instrument) against a substantial decline in the market value by giving that
fund the right to sell such instrument at the option exercise price. A call
option, upon payment of a premium, gives the purchaser of the option the right
to buy, and the seller the obligation to sell, the underlying instrument at the
exercise price. A Fund's purchase of a call option on a security, financial
future, index, currency or other instrument might be intended to protect a Fund
against an increase in the price of the underlying instrument that it intends to
purchase in the future by fixing the price at which it may purchase such
instrument. An American style put or call option may be exercised at any time
during the option period while a European style put or call option may be
exercised only upon expiration or during a fixed period prior thereto. A Fund is
authorized to purchase and sell exchange listed options and over-the-counter
options ("OTC options"). Exchange listed options are issued by a regulated
intermediary such as the Options Clearing Corporation ("OCC"), which guarantees
the performance of the obligations of the parties to such options. The
discussion below uses the OCC as an example, but is also applicable to other
financial intermediaries.
With certain exceptions, OCC issued and exchange listed options generally settle
by physical delivery of the underlying security or currency, although in the
future cash settlement may become available. Index options and Eurodollar
instruments are cash settled for the net amount, if any, by which the option is
"in-the-money" (i.e., where the value of the underlying instrument exceeds, in
the case of a call option, or is less than, in the case of a put option, the
exercise price of the option) at the time the option is exercised. Frequently,
rather than taking or making delivery
14
of the underlying instrument through the process of exercising the option,
listed options are closed by entering into offsetting purchase or sale
transactions that do not result in ownership of the new option.
A Fund's ability to close out its position as a purchaser or seller of an OCC or
exchange listed put or call option is dependent, in part, upon the liquidity of
the option market. Among the possible reasons for the absence of a liquid option
market on an exchange are: (i) insufficient trading interest in certain options;
(ii) restrictions on transactions imposed by an exchange; (iii) trading halts,
suspensions or other restrictions imposed with respect to particular classes or
series of options or underlying securities including reaching daily price
limits; (iv) interruption of the normal operations of the OCC or an exchange;
(v) inadequacy of the facilities of an exchange or OCC to handle current trading
volume; or (vi) a decision by one or more exchanges to discontinue the trading
of options (or a particular class or series of options), in which event the
relevant market for that option on that exchange would cease to exist, although
outstanding options on that exchange would generally continue to be exercisable
in accordance with their terms.
The hours of trading for listed options may not coincide with the hours during
which the underlying financial instruments are traded. To the extent that the
option markets close before the markets for the underlying financial
instruments, significant price and rate movements can take place in the
underlying markets that cannot be reflected in the option markets.
OTC options are purchased from or sold to securities dealers, financial
institutions or other parties ("Counterparties") through direct bilateral
agreement with the Counterparty. In contrast to exchange listed options, which
generally have standardized terms and performance mechanics, all the terms of an
OTC option, including such terms as method of settlement, term, exercise price,
premium, guarantees and security, are set by negotiation of the parties. A Fund
will only sell OTC options (other than OTC currency options) that are subject to
a buy-back provision permitting a Fund to require the Counterparty to sell the
option back to a Fund at a formula price within seven days. A Fund expects
generally to enter into OTC options that have cash settlement provisions,
although it is not required to do so.
Unless the parties provide for it, there is no central clearing or guaranty
function in an OTC option. As a result, if the Counterparty fails to make or
take delivery of the security, currency or other instrument underlying an OTC
option it has entered into with a Fund or fails to make a cash settlement
payment due in accordance with the terms of that option, the fund will lose any
premium it paid for the option as well as any anticipated benefit of the
transaction. Accordingly, the Advisor must assess the creditworthiness of each
such Counterparty or any guarantor or credit enhancement of the Counterparty's
credit to determine the likelihood that the terms of the OTC option will be
satisfied. A Fund will engage in OTC option transactions only with US government
securities dealers recognized by the Federal Reserve Bank of New York as
"primary dealers" or broker/dealers, domestic or foreign banks or other
financial institutions which have received (or the guarantors of the obligation
of which have received) a short-term credit rating of A-1 from S&P or P-1 from
Moody's or an equivalent rating from any nationally recognized statistical
rating organization ("NRSRO") or, in the case of OTC currency transactions, are
determined to be of equivalent credit quality by the Advisor. The staff of the
SEC currently takes the position that OTC options purchased by a fund, and
portfolio securities "covering" the amount of the fund's obligation pursuant to
an OTC option sold by it (the cost of the sell-back plus the in-the-money
amount, if any) are illiquid, and are subject to the fund's limitation on
investing no more than 15% of its net assets in illiquid securities.
If a Fund sells a call option, the premium that it receives may serve as a
partial hedge, to the extent of the option premium, against a decrease in the
value of the underlying securities or instruments in its portfolio or will
increase the fund's income. The sale of put options can also provide income.
A Fund may purchase and sell call options on securities including US Treasury
and agency securities, mortgage-backed securities, foreign sovereign debt,
corporate debt securities, equity securities (including convertible securities)
and Eurodollar instruments that are traded on US and foreign securities
exchanges and in the over-the-counter markets, and on securities indices,
currencies and futures contracts. All calls sold by a Fund must be "covered"
(i.e., a Fund must own the securities or futures contract subject to the call)
or must meet the asset segregation requirements described below as long as the
call is outstanding. Even though a Fund will receive the option premium to help
protect it against loss, a call sold by a fund exposes the Fund during the term
of the option to
15
possible loss of opportunity to realize appreciation in the market price of the
underlying security or instrument and may require the Fund to hold a security or
instrument which it might otherwise have sold.
A Fund may purchase and sell put options on securities including US Treasury and
agency securities, mortgage-backed securities, foreign sovereign debt, corporate
debt securities, equity securities (including convertible securities) and
Eurodollar instruments (whether or not it holds the above securities in its
portfolio), and on securities indices, currencies and futures contracts other
than futures on individual corporate debt and individual equity securities. A
Fund will not sell put options if, as a result, more than 50% of the fund's
total assets would be required to be segregated to cover its potential
obligations under such put options other than those with respect to futures and
options thereon. In selling put options, there is a risk that a Fund may be
required to buy the underlying security at a disadvantageous price above the
market price.
General Characteristics of Futures. A Fund may enter into futures contracts or
purchase or sell put and call options on such futures as a hedge against
anticipated interest rate, currency or equity market changes, and for duration
management, risk management and return enhancement purposes. Futures are
generally bought and sold on the commodities exchanges where they are listed
with payment of initial and variation margin as described below. The sale of a
futures contract creates a firm obligation by a Fund, as seller, to deliver to
the buyer the specific type of financial instrument called for in the contract
at a specific future time for a specified price (or, with respect to index
futures and Eurodollar instruments, the net cash amount). Options on futures
contracts are similar to options on securities except that an option on a
futures contract gives the purchaser the right in return for the premium paid to
assume a position in a futures contract and obligates the seller to deliver such
position.
The Advisor has claimed an exclusion with respect to the Funds from the
definition of the term "commodity pool operator" under the Commodities Exchange
Act and, therefore, is not subject to commodity pool operator registration and
regulation under the Commodity Exchange Act. Futures and options on futures may
be entered into for bona fide hedging, risk management (including duration
management) or other portfolio and return enhancement management purposes to the
extent consistent with the exclusion from commodity pool operator registration.
Typically, maintaining a futures contract or selling an option thereon requires
a fund to deposit with a financial intermediary or a futures commission merchant
as security for its obligations an amount of cash or other specified assets
(initial margin) which initially is typically 1% to 10% of the face amount of
the contract (but may be higher in some circumstances). Additional cash or
assets (variation margin) may be required to be deposited thereafter on a daily
basis as the mark to market value of the contract fluctuates. The purchase of an
option on financial futures involves payment of a premium for the option without
any further obligation on the part of the fund. If a Fund exercises an option on
a futures contract it will be obligated to post initial margin (and potential
subsequent variation margin) for the resulting futures position just as it would
for any position. Futures contracts and options thereon are generally settled by
entering into an offsetting transaction but there can be no assurance that the
position can be offset prior to settlement at an advantageous price, nor that
delivery will occur.
Currency Transactions. A Fund may engage in currency transactions with
Counterparties primarily in order to hedge, or manage the risk of the value of
portfolio holdings denominated in particular currencies against fluctuations in
relative value. Currency transactions include forward currency contracts,
exchange listed currency futures, exchange listed and OTC options on currencies,
and currency swaps. A forward currency contract involves a privately negotiated
obligation to purchase or sell (with delivery generally required) a specific
currency at a future date, which may be any fixed number of days from the date
of the contract agreed upon by the parties, at a price set at the time of the
contract. A currency swap is an agreement to exchange cash flows based on the
notional difference among two or more currencies and operates similarly to an
interest rate swap, which is described below. A Fund may enter into currency
transactions with Counterparties which have received (or the guarantors of the
obligations which have received) a credit rating of A-1 or P-1 by S&P or
Moody's, respectively, or that have an equivalent rating from a NRSRO or (except
for OTC currency options) are determined to be of equivalent credit quality by
the Advisor.
A Fund's dealings in forward currency contracts and other currency transactions
such as futures, options, options on futures and swaps generally will be limited
to hedging involving either specific transactions or portfolio positions except
as described below. Transaction hedging is entering into a currency transaction
with respect to specific assets or liabilities of a Fund, which will generally
arise in connection with the purchase or sale of its portfolio securities or
16
the receipt of income therefrom. Position hedging is entering into a currency
transaction with respect to portfolio security positions denominated or
generally quoted in that currency.
A Fund generally will not enter into a transaction to hedge currency exposure to
an extent greater, after netting all transactions intended wholly or partially
to offset other transactions, than the aggregate market value (at the time of
entering into the transaction) of the securities held in its portfolio that are
denominated or generally quoted in or currently convertible into such currency,
other than with respect to proxy hedging or cross hedging as described below.
A Fund may also cross-hedge currencies by entering into transactions to purchase
or sell one or more currencies that are expected to decline in value relative to
other currencies to which a Fund has or in which a Fund expects to have
portfolio exposure.
To reduce the effect of currency fluctuations on the value of existing or
anticipated holdings of portfolio securities, a Fund may also engage in proxy
hedging. Proxy hedging is often used when the currency to which a Fund's
portfolio is exposed is difficult to hedge or to hedge against the dollar. Proxy
hedging entails entering into a commitment or option to sell a currency whose
changes in value are generally considered to be correlated to a currency or
currencies in which some or all of a Fund's portfolio securities are or are
expected to be denominated, in exchange for US dollars. The amount of the
commitment or option would not exceed the value of a Fund's securities
denominated in correlated currencies. Currency hedging involves some of the same
risks and considerations as other transactions with similar instruments.
Currency transactions can result in losses to a Fund if the currency being
hedged fluctuates in value to a degree or in a direction that is not
anticipated. Further, there is the risk that the perceived correlation between
various currencies may not be present or may not be present during the
particular time that the fund is engaging in proxy hedging. If a fund enters
into a currency hedging transaction, the Fund will comply with the asset
segregation requirements described below.
Risks of Currency Transactions. Currency transactions are subject to risks
different from those of other portfolio transactions. Because currency control
is of great importance to the issuing governments and influences economic
planning and policy, purchases and sales of currency and related instruments can
be negatively affected by government exchange controls, blockages, and
manipulations or exchange restrictions imposed by governments. These can result
in losses to a Fund if it is unable to deliver or receive currency or funds in
settlement of obligations and could also cause hedges it has entered into to be
rendered useless, resulting in full currency exposure as well as incurring
transaction costs. Buyers and sellers of currency futures are subject to the
same risks that apply to the use of futures generally. Further, settlement of a
currency futures contract for the purchase of most currencies must occur at a
bank based in the issuing nation. Trading options on currency futures is
relatively new, and the ability to establish and close out positions on such
options is subject to the maintenance of a liquid market which may not always be
available. Currency exchange rates may fluctuate based on factors extrinsic to
that country's economy.
Swaps, Caps, Floors and Collars. Among the Strategic Transactions into which a
Fund may enter are interest rate, currency, index and other swaps and the
purchase or sale of related caps, floors and collars. The Funds expect to enter
into these transactions primarily to preserve a return or spread on a particular
investment or portion of its portfolio, to protect against currency
fluctuations, as a duration management technique or to protect against any
increase in the price of securities the fund anticipates purchasing at a later
date. A Fund will not sell interest rate caps or floors where it does not own
securities or other instruments providing the income stream the fund may be
obligated to pay. Interest rate swaps involve the exchange by a Fund with
another party of their respective commitments to pay or receive interest, e.g.,
an exchange of floating rate payments for fixed rate payments with respect to a
notional amount of principal. A currency swap is an agreement to exchange cash
flows on a notional amount of two or more currencies based on the relative value
differential among them and an index swap is an agreement to swap cash flows on
a notional amount based on changes in the values of the reference indices. The
purchase of a cap entitles the purchaser to receive payments on a notional
principal amount from the party selling such cap to the extent that a specified
index exceeds a predetermined interest rate or amount. The purchase of a floor
entitles the purchaser to receive payments on a notional principal amount from
the party selling such floor to the extent that a specified index falls below a
predetermined interest rate or amount. A collar is a combination of a cap and a
floor that preserves a certain return within a predetermined range of interest
rates or values.
17
A Fund will usually enter into swaps on a net basis, i.e., the two payment
streams are netted out in a cash settlement on the payment date or dates
specified in the instrument, with a fund receiving or paying, as the case may
be, only the net amount of the two payments. Inasmuch as a fund will segregate
assets (or enter into offsetting positions) to cover its obligations under
swaps, the Advisor and the Funds believe such obligations do not constitute
senior securities under the 1940 Act and, accordingly, will not treat them as
being subject to its borrowing restrictions. A Fund will not enter into any
swap, cap, floor or collar transaction unless, at the time of entering into such
transaction, the unsecured long-term debt of the counterparty, combined with any
credit enhancements, is rated at least A by S&P or Moody's or has an equivalent
rating from a NRSRO or is determined to be of equivalent credit quality by the
Advisor. If there is a default by the Counterparty, a Fund may have contractual
remedies pursuant to the agreements related to the transaction. The swap market
has grown substantially in recent years with a large number of banks and
investment banking firms acting both as principals and as agents utilizing
standardized swap documentation. As a result, the swap market has become
relatively liquid. Caps, floors and collars are more recent innovations for
which standardized documentation has not yet been fully developed and,
accordingly, they are less liquid than swaps.
Risks of Strategic Transactions Outside the US. When conducted outside the US,
Strategic Transactions may not be regulated as rigorously as in the US, may not
involve a clearing mechanism and related guarantees, and are subject to the risk
of governmental actions affecting trading in, or the prices of, foreign
securities, currencies and other instruments. The value of such positions also
could be adversely affected by: (i) other complex foreign political, legal and
economic factors, (ii) lesser availability than in the US of data on which to
make trading decisions, (iii) delays in a Fund's ability to act upon economic
events occurring in foreign markets during non-business hours in the US, (iv)
the imposition of different exercise and settlement terms and procedures and
margin requirements than in the US, and (v) lower trading volume and liquidity.
Combined Transactions. A Fund may enter into multiple transactions, including
multiple options transactions, multiple futures transactions, multiple currency
transactions (including forward currency contracts) and multiple interest rate
transactions and any combination of futures, options, currency and interest rate
transactions ("component" transactions), instead of a single Strategic
Transaction, as part of a single or combined strategy when, in the opinion of
the Advisor, it is in the best interests of a Fund to do so. A combined
transaction will usually contain elements of risk that are present in each of
its component transactions. Although combined transactions are normally entered
into based on the Advisor's judgment that the combined strategies will reduce
risk or otherwise more effectively achieve the desired portfolio management
goal, it is possible that the combination will instead increase such risks or
hinder achievement of the portfolio management objective.
Use of Segregated and Other Special Accounts. Many Strategic Transactions, in
addition to other requirements, require that a Fund segregate cash or liquid
assets with its custodian to the extent fund obligations are not otherwise
"covered" through ownership of the underlying security, financial instrument or
currency. In general, either the full amount of any obligation by a Fund to pay
or deliver securities or assets must be covered at all times by the securities,
instruments or currency required to be delivered, or, subject to any regulatory
restrictions, an amount of cash or liquid assets at least equal to the current
amount of the obligation must be segregated with the custodian. The segregated
assets cannot be sold or transferred unless equivalent assets are substituted in
their place or it is no longer necessary to segregate them. For example, a call
option written by a Fund will require a Fund to hold the securities subject to
the call (or securities convertible into the needed securities without
additional consideration) or to segregate cash or liquid assets sufficient to
purchase and deliver the securities if the call is exercised. A call option sold
by a Fund on an index will require a fund to own portfolio securities which
correlate with the index or to segregate cash or liquid assets equal to the
excess of the index value over the exercise price on a current basis. A put
option written by a fund requires a fund to segregate cash or liquid assets
equal to the exercise price.
Except when a Fund enters into a forward contract for the purchase or sale of a
security denominated in a particular currency, which requires no segregation, a
currency contract which obligates a Fund to buy or sell currency will generally
require a Fund to hold an amount of that currency or liquid assets denominated
in that currency equal to a Fund's obligations or to segregate cash or liquid
assets equal to the amount of a Fund's obligation.
OTC options entered into by a Fund, including those on securities, currency,
financial instruments or indices and OCC issued and exchange listed index
options, will generally provide for cash settlement. As a result, when a Fund
18
sells these instruments it will only segregate an amount of cash or liquid
assets equal to its accrued net obligations, as there is no requirement for
payment or delivery of amounts in excess of the net amount. These amounts will
equal 100% of the exercise price in the case of a non cash-settled put, the same
as an OCC guaranteed listed option sold by a Fund, or the in-the-money amount
plus any sell-back formula amount in the case of a cash-settled put or call. In
addition, when a Fund sells a call option on an index at a time when the
in-the-money amount exceeds the exercise price, a Fund will segregate, until the
option expires or is closed out, cash or cash equivalents equal in value to such
excess. OCC issued and exchange listed options sold by a Fund other than those
above generally settle with physical delivery, or with an election of either
physical delivery or cash settlement and a Fund will segregate an amount of cash
or liquid assets equal to the full value of the option. OTC options settling
with physical delivery, or with an election of either physical delivery or cash
settlement will be treated the same as other options settling with physical
delivery.
In the case of a futures contract or an option thereon, a Fund must deposit
initial margin and possible daily variation margin in addition to segregating
cash or liquid assets sufficient to meet its obligation to purchase or provide
securities or currencies, or to pay the amount owed at the expiration of an
index-based futures contract. Such liquid assets may consist of cash, cash
equivalents, liquid debt or equity securities or other acceptable assets.
With respect to swaps, a Fund will accrue the net amount of the excess, if any,
of its obligations over its entitlements with respect to each swap on a daily
basis and will segregate an amount of cash or liquid assets having a value equal
to the accrued excess. Caps, floors and collars require segregation of assets
with a value equal to a Fund's net obligation, if any.
Strategic Transactions may be covered by other means when consistent with
applicable regulatory policies. A fund may also enter into offsetting
transactions so that its combined position, coupled with any segregated assets,
equals its net outstanding obligation in related options and Strategic
Transactions. For example, a Fund could purchase a put option if the strike
price of that option is the same or higher than the strike price of a put option
sold by a Fund. Moreover, instead of segregating cash or liquid assets if a Fund
held a futures or forward contract, it could purchase a put option on the same
futures or forward contract with a strike price as high or higher than the price
of the contract held. Other Strategic Transactions may also be offset in
combinations. If the offsetting transaction terminates at the time of or after
the primary transaction no segregation is required, but if it terminates prior
to such time, cash or liquid assets equal to any remaining obligation would need
to be segregated.
Warrants. The holder of a warrant has the right, until the warrant expires, to
purchase a given number of shares of a particular issuer at a specified price.
Such investments can provide a greater potential for profit or loss than an
equivalent investment in the underlying security. Prices of warrants do not
necessarily move, however, in tandem with the prices of the underlying
securities and are, therefore, considered speculative investments. Warrants pay
no dividends and confer no rights other than a purchase option. Thus, if a
warrant held by a Fund were not exercised by the date of its expiration, a Fund
would lose the entire purchase price of the warrant.
When-Issued Securities. A Fund may from time to time purchase equity and debt
securities on a "when-issued," "delayed delivery" or "forward delivery" basis.
The price of such securities, which may be expressed in yield terms, is fixed at
the time the commitment to purchase is made, but delivery and payment for the
securities takes place at a later date. During the period between purchase and
settlement, no payment is made by a Fund to the issuer and no interest accrues
to a Fund. When a Fund purchases such securities, it immediately assumes the
risks of ownership, including the risk of price fluctuation. Failure to deliver
a security purchased on this basis may result in a loss or missed opportunity to
make an alternative investment.
To the extent that assets of a Fund are held in cash pending the settlement of a
purchase of securities, a Fund would earn no income. While such securities may
be sold prior to the settlement date, a Fund intends to purchase them with the
purpose of actually acquiring them unless a sale appears desirable for
investment reasons. At the time a Fund makes the commitment to purchase a
security on this basis, it will record the transaction and reflect the value of
the security in determining its net asset value. The market value of the
securities may be more or less than the purchase price. A Fund will segregate
cash or liquid assets at least equal in value to commitments for such
securities.
19
Zero Coupon Securities. A Fund may invest in zero coupon securities which pay no
cash income and are sold at substantial discounts from their value at maturity.
When held to maturity, their entire income, which consists of accretion of
discount, comes from the difference between the issue price and their value at
maturity. The effect of owning instruments, which do not make current interest
payments, is that a fixed yield is earned not only on the original investment
but also, in effect, on all discount accretion during the life of the
obligation. This implicit reinvestment of earnings at the same rate eliminates
the risk of being unable to reinvest distributions at a rate as high as the
implicit yield on the zero coupon bond, but at the same time eliminates any
opportunity to reinvest earnings at higher rates. For this reason, zero coupon
bonds are subject to substantially greater price fluctuations during periods of
changing market interest rates than those of comparable securities that pay
interest currently, which fluctuation is greater as the period to maturity is
longer. Zero coupon securities which are convertible into common stock offer the
opportunity for capital appreciation (or depreciation) as increases (or
decreases) in market value of such securities closely follow the movements in
the market value of the underlying common stock. Zero coupon convertible
securities generally are expected to be less volatile than the underlying common
stocks, as they usually are issued with maturities of 15 years or less and are
issued with options and/or redemption features exercisable by the holder of the
obligation entitling the holder to redeem the obligation and receive a defined
cash payment.
Portfolio Holdings
In addition to the public disclosure of Fund portfolio holdings through required
Securities and Exchange Commission ("SEC") quarterly filings, a Fund may make
its portfolio holdings information publicly available on the DWS Funds' Web site
as described in each Fund's prospectus. Each Fund does not disseminate
non-public information about portfolio holdings except in accordance with
policies and procedures adopted by each Fund.
Each Fund's procedures permit non-public portfolio holdings information to be
shared with Deutsche Asset Management and its affiliates (collectively "DeAM"),
Sub-Advisors, if any, custodians, independent registered public accounting
firms, attorneys, officers and directors and each of their respective affiliates
and advisers who require access to this information to fulfill their duties to
each Fund and are subject to the duties of confidentiality, including the duty
not to trade on non-public information, imposed by law or contract, or by each
Fund's procedures. This non-public information may also be disclosed, subject to
the requirements described below, to securities lending agents, financial
printers, proxy voting firms, mutual fund analysts and rating and tracking
agencies, or to shareholders in connection with in-kind redemptions
(collectively, "Authorized Third Parties").
Prior to any disclosure of each Fund's non-public portfolio holdings information
to Authorized Third Parties, a person authorized by each Fund's Directors must
make a good faith determination in light of the facts then known that a Fund has
a legitimate business purpose for providing the information, that the disclosure
is in the best interest of each Fund, and that the recipient assents or
otherwise has a duty to keep the information confidential and to not trade based
on the information received while the information remains non-public. No
compensation is received by each Fund or DeAM for disclosing non-public holdings
information. Periodic reports regarding these procedures will be provided to
each Fund's Directors.
Portfolio holdings information distributed by the trading desks of DeAM or a
Sub-Advisor for the purpose of facilitating efficient trading of such securities
and receipt of relevant research is not subject to the foregoing requirements.
Non-public portfolio holding information does not include portfolio
characteristics (other than holdings or subsets of holdings) about each Fund and
information derived therefrom, including, but not limited to, how each Fund's
investments are divided among various sectors, industries, countries, value and
growth stocks, bonds, currencies and cash, types of bonds, bond maturities,
duration, bond coupons and bond credit quality ratings so long as each Fund's
holdings could not be derived from such information.
Registered investment companies that are sub-advised by DeAM may be subject to
different portfolio holdings disclosure policies, and neither DeAM nor a Fund's
Directors exercise control over such policies. In addition, separate account
clients of DeAM have access to their portfolio holdings and are not subject to a
Fund's portfolio holdings disclosure policy. The portfolio holdings of some of
the funds sub-advised by DeAM and some of the separate accounts managed by DeAM
may substantially overlap with the portfolio holdings of a Fund.
20
DeAM also manages certain unregistered commingled trusts and creates model
portfolios, the portfolio holdings of which may substantially overlap with the
portfolio holdings of a Fund. To the extent that investors in these commingled
trusts or recipients of model portfolio holdings information may receive
portfolio holdings information of their trust or of a model portfolio on a
different basis from that on which Fund portfolio holdings information is made
public, DeAM has implemented procedures reasonably designed to encourage such
investors and recipients to keep such information confidential, and to prevent
those investors from trading on the basis of non-public holdings information.
There is no assurance that a Fund's policies and procedures with respect to the
disclosure of portfolio holdings information will protect a Fund from the
potential misuse of portfolio holdings information by those in possession of
that information.
MANAGEMENT OF THE FUNDS
Investment Advisor
DIMA or the Advisor, which is part of DeAM, is the investment advisor for the
Funds. Under the supervision of the Board of Directors of each Fund, with
headquarters at 345 Park Avenue, New York, New York 10154, DIMA, or a
Sub-Advisor, makes the Funds' investment decisions, buys and sells securities
for the Funds and conducts research that leads to these purchase and sale
decisions. The Advisor, or a Sub-Advisor, manages each Fund's daily investment
and business affairs subject to the policies established by the Corporation's
Board of Directors. DIMA and its predecessors have more than 80 years of
experience managing mutual funds. DIMA provides a full range of investment
advisory services to institutional and retail clients. The Advisor, or a
Sub-Advisor, is also responsible for selecting brokers and dealers and for
negotiating brokerage commissions and dealer charges.
The Advisor provides investment counsel for many individuals and institutions,
including insurance companies, industrial corporations, and financial and
banking organizations, as well as providing investment advice to open- and
closed-end SEC registered funds.
DeAM is the marketing name in the US for the asset management activities of
Deutsche Bank AG, DIMA, Deutsche Bank Trust Company Americas and DWS Trust
Company. DeAM is a global asset management organization that offers a wide range
of investing expertise and resources, including hundreds of portfolio managers
and analysts and an office network that reaches the world's major investment
centers. This well-resourced global investment platform brings together a wide
variety of experience and investment insight, across industries, regions, asset
classes and investing styles. DIMA is an indirect, wholly owned subsidiary of
Deutsche Bank AG. Deutsche Bank AG is a major global banking institution that is
engaged in a wide range of financial services, including investment management,
mutual fund, retail, private and commercial banking, investment banking and
insurance. The term "DWS Scudder" is the designation given to the products and
services provided by DIMA and its affiliates to the DWS Mutual Funds.
With the exception of DWS Large Cap Value Fund, which has a single portfolio
manager, each Fund is managed by a team of investment professionals, each of
whom plays an important role in the Funds' management process. Team members work
together to develop investment strategies and select securities for each Fund's
portfolio. This team works for the Advisor or its affiliates and is supported by
a large staff of economists, research analysts, traders and other investment
specialists. The Advisor or its affiliates believe(s) its team approach benefits
fund investors by bringing together many disciplines and leveraging its
extensive resources. Team members with primary responsibility for management of
each Fund, as well as team members who have other ongoing management
responsibilities for each Fund, are identified in the Funds' prospectuses, as of
the date of the Funds' prospectuses. Composition of each team may change over
time, and fund shareholders and investors will be notified of changes affecting
individuals with primary fund management responsibility.
Investment Management Agreements
Pursuant to an investment management agreement with each of DWS Dreman
Concentrated Value Fund, DWS Dreman High Return Equity Fund, DWS Dreman Mid Cap
Value Fund and DWS Dreman Small Cap Value Fund,
21
the Advisor acts as each Fund's investment advisor, manages its investments,
administers its business affairs, furnishes office facilities and equipment,
provides clerical and administrative services and permits its officers and
employees to serve without compensation as directors or officers of one or more
Funds if elected to such positions. To the extent permissible by law, the
Advisor may appoint certain of its affiliates as sub-advisors to perform certain
of the Advisor's duties.
In certain cases, the investments for a Fund are managed by the same individuals
who manage one or more other mutual funds advised by the Advisor that have
similar names, objectives and investment styles. You should be aware that a Fund
is likely to differ from these other mutual funds in size, cash flow pattern and
tax matters. Accordingly, the holdings and performance of a Fund can be expected
to vary from those of these other mutual funds.
Certain investments may be appropriate for a Fund and also for other clients
advised by the Advisor. Investment decisions for a Fund and other clients are
made with a view to achieving their respective investment objectives and after
consideration of such factors as their current holdings, availability of cash
for investment and the size of their investments generally. Frequently, a
particular security may be bought or sold for only one client or in different
amounts and at different times for more than one but less than all clients.
Likewise, a particular security may be bought for one or more clients when one
or more other clients are selling the security. In addition, purchases or sales
of the same security may be made for two or more clients on the same day. In
such event, such transactions will be allocated among the clients in a manner
believed by the Advisor to be equitable to each. In some cases, this procedure
could have an adverse effect on the price or amount of the securities purchased
or sold by a Fund. Purchase and sale orders for a Fund may be combined with
those of other clients of the Advisor in the interest of achieving the most
favorable net results to a Fund.
The current investment management agreements, dated April 5, 2002, for DWS
Dreman High Return Equity Fund and DWS Dreman Small Cap Value Fund were last
renewed by the Directors on September 17, 2007. The current agreements for DWS
Dreman Concentrated Value Fund and DWS Dreman Mid Cap Value Fund dated June 1,
2005 and August 1, 2005, respectively, were last renewed by the Directors on
September 17, 2007. The agreements will continue in effect until September 30,
2008, and from year to year thereafter only if their continuance is each
approved annually by the vote of a majority of those Directors who are not
parties to such agreements or interested persons of the Advisor or the
Corporation, cast in person at a meeting called for the purpose of voting on
such approval, and either by a vote of the Corporation's Directors or of a
majority of the outstanding voting securities of a Fund.
Effective February 5, 2007, the Board of Directors of DWS Large Cap Value Fund
terminated the Fund's prior investment management agreement with DIMA, and
replaced it with an interim investment management agreement with DIMA. Except
for the period of effectiveness, the terms of the interim investment management
agreement were identical to the prior investment management agreement. Effective
April 25, 2007, the shareholders of DWS Large Cap Value Fund approved a new
investment management agreement (the "Investment Management Agreement") with
DIMA that replaced the interim investment management agreement. Under the new
Investment Management Agreement, DIMA provides portfolio management and related
services. Under a separate administrative services agreement, DIMA provides
administrative services to the Fund. Under the prior investment management
agreement and interim investment management agreement, DIMA provided both
investment advisory and administrative services and received a management fee
that compensated it for both types of services. The new arrangement's separation
of advisory and administrative services into separate agreements did not result
in any substantive change in the aggregate scope of services being provided to
the Fund. Moreover, the corresponding separation of advisory and administrative
service fees into separate agreements did not result in any increase in
aggregate fees paid to DIMA.
The Investment Management Agreement will remain effective through September 30,
2008, and it will continue from year to year thereafter only if its continuance
is each approved annually by the vote of a majority of those Directors who are
not parties to such Agreement or interested persons of the Advisor or the
Corporation, cast in person at a meeting called for the purpose of voting on
such approval, and either by a vote of the Corporation's Directors or of a
majority of the outstanding voting securities of the Fund. The Board of
Directors, including a
22
majority of the non-interested Directors most recently approved the Investment
Management Agreement on September 19, 2007. The advisory fee rates are payable
monthly at the annual rate shown below.
The Fund's investment management agreements may be terminated at any time
without payment of penalty by either party on sixty days' written notice and
automatically terminates in the event of their assignment.
Under each investment management agreement, the Advisor regularly provides each
Fund with continuing investment management consistent with each Fund's
investment objective, policies and restrictions and determines what securities
shall be purchased, held or sold and what portion of a Fund's assets shall be
held uninvested, subject to the Corporation's Articles of Incorporation,
By-Laws, the 1940 Act, the Code and to each Fund's investment objective,
policies and restrictions, and subject, further, to such policies and
instructions as the Board of Directors of the Corporation may from time to time
establish. The Advisor also advises and assists the officers of the Corporation
in taking such steps as are necessary or appropriate to carry out the decisions
of its Directors and the appropriate committees of the Board of Directors
regarding the conduct of the business of each Fund.
Other than DWS Large Cap Value Fund, under each Fund's investment management
agreement , the Advisor also renders administrative services (not otherwise
provided by third parties) necessary for each Fund's operations as an open-end
investment company, including, but not limited to, preparing reports and notices
to the Directors and shareholders; supervising, negotiating and monitoring
contractual arrangements with various third-party service providers to a Fund
(such as each Fund's transfer agent, pricing agents, custodian, accountants and
others); preparing and making filings with the SEC and other regulatory
agencies; assisting in the preparation and filing of each Fund's federal, state
and local tax returns; preparing and filing each Fund's federal excise tax
returns; assisting with investor and public relations matters; monitoring the
valuation of securities and the calculation of net asset value; monitoring the
registration of shares of each Fund under applicable federal and state
securities laws; maintaining each Fund's books and records to the extent not
otherwise maintained by a third party; assisting in establishing accounting
policies of each Fund; assisting in the resolution of accounting and legal
issues; establishing and monitoring each Fund's operating budget; processing the
payment of each Fund's bills; assisting each Fund in, and otherwise arranging
for, the payment of distributions and dividends; and otherwise assisting each
Fund in the conduct of its business, subject to the direction and control of the
Directors.
Pursuant to a sub-administration agreement between the Advisor and State Street
Bank & Trust Company ("SSB"), the Advisor has delegated certain administrative
functions to SSB under the investment management agreements. The costs and
expenses of such delegation are borne by the Advisor, not by the Funds.
The current advisory fee rates are payable monthly at the annual rate shown
below.
Average Daily Net Assets DWS Large Cap Value Fund*
- ------------------------ -------------------------
$0 - $1.5 billion 0.425%
Over $1.5 billion - $2 billion 0.400%
Over $2 billion - $3 billion 0.375%
Over $3 billion - $4 billion 0.350%
Over $4 billion - $5 billion 0.325%
Over $5 billion 0.300%
* Fee rate effective April 25, 2007. Prior to this date the Fund paid the
following rates:
23
Average Daily Net Assets DWS Large Cap Value Fund
- ------------------------ ------------------------
$0 - $1.5 billion 0.525%
Over $1.5 billion - $2 billion 0.500%
Over $2 billion - $3 billion 0.475%
Over $3 billion - $4 billion 0.450%
Over $4 billion - $5 billion 0.425%
Over $5 billion 0.400%
DWS Dreman High Return Equity Fund
and DWS Dreman
Average Daily Net Assets Small Cap Value Fund
- ------------------------ --------------------
$0 - $250 million 0.750%
Over $250 million - $1 billion 0.720%
Over $1 billion - $2.5 billion 0.700%
Over $2.5 billion - $5 billion 0.680%
Over $5 billion - $7.5 billion 0.650%
Over $7.5 billion - $10 billion 0.640%
Over $10 billion - $12.5 billion 0.630%
Over $12.5 billion 0.620%
DWS Dreman
Average Daily Net Assets Concentrated Value Fund
- ------------------------ -----------------------
$0 - $250 million 0.800%
Over $250 million - $1 billion 0.780%
Over $1 billion - $2.5 billion 0.760%
Over $2.5 billion 0.740%
Average Daily Net Assets DWS Dreman Mid Cap Value Fund
- ------------------------ -----------------------------
$0 - $250 million 0.75%
Over $250 million - $1 billion 0.72%
Over $1 billion - $2.5 billion 0.70%
Over $2.5 billion to $4 billion 0.68%
Over $4 billion 0.66%
The advisory fee is payable monthly, provided that a Fund will make such interim
payments as may be requested by the Advisor not to exceed 75% of the amount of
the fee then accrued on the books of the Fund and unpaid.
24
The advisory fees incurred by each Fund for its last three fiscal years are
shown in the table below.
Amount Amount Amount Amount
Fiscal Year Waived Reimbursed Fiscal Year Waived Reimbursed
Fund 2007 2007 2007 2006 2006 2006 Fiscal Year 2005
- ---- ---- ---- ---- ---- ---- ---- ----------------
DWS Large Cap Value Fund $8,550,419 -- $18,494 $10,046,511 -- $21,433 $10,288,958
DWS Dreman Concentrated Value $589,704 $194,662 -- $407,579 $191,844 $58,596 $65,191
Fund*
DWS Dreman High Return Equity $60,511,761 -- $94,008 $53,337,058 -- $88,724 $44,313,671
Fund
DWS Dreman Mid Cap Value Fund* $550,199 $172,609 -- $190,836 $190,836 $73,136 $12,493
DWS Dreman Small Cap Value Fund $15,056,842 -- $21,701 $9,375,452 -- $14,916 $6,537,020
* DWS Dreman Concentrated Value Fund commenced operations on June 1,
2005. DWS Mid Cap Value Fund commenced operations on August 1, 2005.
Through March 31, 2008, the Advisor has contractually agreed to waive all or a
portion of its management fee and reimburse or pay certain operating expenses of
DWS Large Cap Value Fund to the extent necessary to maintain the Fund's total
operating expenses at 1.14% for Class A shares and 1.89% for Class B and Class C
shares, respectively, excluding certain expenses such as extraordinary expenses,
taxes, brokerage and interest.
Through March 31, 2008, the Advisor has contractually agreed to waive all or a
portion of its management fee and reimburse or pay certain operating expenses of
DWS Large Cap Value Fund to the extent necessary to maintain the Fund's total
operating expenses at 0.65% for Institutional Class shares, excluding certain
expenses such as extraordinary expenses, taxes, brokerage and interest.
Through February 28, 2009, the Advisor has contractually agreed to waive all or
a portion of its management fee and reimburse or pay certain operating expenses
of DWS Dreman Concentrated Value Fund so that the total operating expenses will
not exceed 1.31% for Class A shares and 2.06% for both Class B and Class C
shares, respectively, excluding certain expenses such as extraordinary expenses,
taxes, brokerage and interest.
Through February 28, 2010, the Advisor has contractually agreed to waive all or
a portion of its management fee and reimburse or pay certain operating expenses
of DWS Dreman High Return Equity Fund to the extent necessary to maintain the
Fund's total operating expenses at 1.12% for Class A shares, 1.96% for Class B
shares and 1.87% for Class C shares, respectively, excluding certain expenses
such as extraordinary expenses, taxes, brokerage and interest.
Through October 20, 2009, the Advisor has contractually agreed to waive all or a
portion of its management fee and reimburse or pay certain operating expenses of
Dreman High Return Equity Fund to the extent necessary to maintain the Fund's
total operating expenses at 0.83% for Institutional Class shares, excluding
certain expenses such as extraordinary expenses, taxes, brokerage and interest.
Through February 28, 2009, the Advisor has contractually agreed to waive all or
a portion of its management fee and reimburse or pay certain operating expenses
of DWS Dreman Mid Cap Value Fund to the extent necessary to maintain the Fund's
total operating expenses at 1.35% for Class A shares, 2.05% for Class B shares
and 2.05% for Class C shares, respectively, excluding certain expenses such as
extraordinary expenses, taxes, brokerage and interest.
Through February 28, 2009, the Advisor has contractually agreed to waive all or
a portion of its management fee and reimburse or pay certain operating expenses
of DWS Dreman Mid Cap Value Fund to the extent necessary to
25
maintain the Fund's total operating expenses at 1.00% excluding certain expenses
such as extraordinary expenses, taxes, brokerage and interest.
Under its investment management agreement, each Fund is responsible for all of
its other expenses including: organizational costs, fees and expenses incurred
in connection with membership in investment company organizations; brokers'
commissions; legal, auditing and accounting expenses; insurance; taxes and
governmental fees; the fees and expenses of the transfer agent; any other
expenses of issue, sale, underwriting, distribution, redemption or repurchase of
shares; the expenses of and the fees for registering or qualifying securities
for sale; the fees and expenses of Directors, officers and employees of each
Fund who are not affiliated with the Advisor; the cost of printing and
distributing reports and notices to shareholders; and the fees and disbursements
of custodians. Each Fund may arrange to have third parties assume all or part of
the expenses of sale, underwriting and distribution of shares of the Fund. Each
Fund is also responsible for its expenses of shareholders' meetings, the cost of
responding to shareholders' inquiries, and its expenses incurred in connection
with litigation, proceedings and claims and the legal obligation it may have to
indemnify its officers and Directors of the Fund with respect thereto.
In reviewing the terms of each investment management agreement and in
discussions with the Advisor concerning such agreement, the Directors of the
Corporation who are not "interested persons" of the Advisor are represented by
independent counsel at the Funds' expense.
Each investment management agreement provides that the Advisor shall not be
liable for any error of judgment or mistake of law or for any loss suffered by a
Fund in connection with matters to which the agreement relates, except a loss
resulting from willful misfeasance, bad faith or gross negligence on the part of
the Advisor in the performance of its duties or from reckless disregard by the
Advisor of its obligations and duties under the agreement.
Officers and employees of the Advisor from time to time may have transactions
with various banks, including the Funds' custodian bank. It is the Advisor's
opinion that the terms and conditions of those transactions which have occurred
were not influenced by existing or potential custodial or other Fund
relationships.
The Advisor may serve as advisor to other funds with investment objectives and
policies similar to those of a Fund that may have different distribution
arrangements or expenses, which may affect performance.
Under a separate agreement between Deutsche Bank AG and the Funds, Deutsche Bank
AG has granted a license to the Funds to utilize the trademark "DWS."
The Advisor may enter into arrangements with affiliates and third party service
providers to perform various administrative, back-office and other services
relating to client accounts. Such service providers may be located in the US or
in non-US jurisdictions.
Pursuant to DeAM procedures approved by the Boards on behalf of the DWS funds,
proof of claim forms are routinely filed on behalf of the DWS funds by a third
party service provider, with certain limited exceptions. The Boards of the DWS
funds receive periodic reports regarding the implementation of these procedures.
Sub-Advisors
Sub-Advisor to DWS Large Cap Value Fund:
Effective April 25, 2007, with respect to DWS Large Cap Value Fund, the
shareholders approved a new sub-advisory agreement (the "Sub-Advisory
Agreement") between Deutsche Asset Management International GmbH ("DeAMi" or
"Sub-Advisor") and DIMA. Except for the period of effectiveness, the terms of
the Sub-Advisory Agreement are identical to the terms of the prior interim
sub-advisory agreement that went into effect on February 5, 2007. The
Sub-Advisory Agreement will remain effective until September 30, 2008, and will
continue from year to year thereafter, but only as long as such continuance is
specifically approved at least annually (a) by a majority of the Directors of
the Corporation who are not parties to such agreement or interested persons of
any such party except in their capacity as Directors of the Corporation, and (b)
by the shareholders or the Board of Directors
26
of the Corporation. The Board of Directors, including a majority of the
non-interested Directors last approved the Sub-Advisory Agreement on September
19, 2007.
Effective February 5, 2007, DeAMi, an investment advisor registered with the US
Securities and Exchange Commission, became sub-advisor to DWS Large Cap Value
Fund. DeAMi, Mainzer Landstrasse 178-190, 60325 Frankfurt am Main, Germany,
renders investment advisory and management services to the Fund pursuant to the
terms of the sub-advisory Agreement. DeAMi is an affiliate of DIMA and a
subsidiary of Deutsche Bank AG. Under the terms of the sub-advisory Agreement,
DeAMi manages the investment and reinvestment of the Fund's portfolio and
provides such investment advice, research and assistance as DIMA may, from time
to time, reasonably request.
DIMA will pay a fee to DeAMi for serving as Sub-Advisor to DWS Large Cap Value
Fund at the annual rates shown below:
Average Daily Net Assets Fee Rate
- ------------------------ --------
First $1.5 billion 0.2025%
Next $500 million 0.1900%
Next $1 billion 0.1775%
Next $1 billion 0.1650%
Next $1 billion 0.1525%
Thereafter 0.1400%
The Sub-Advisory Agreement provides that DeAMi will not be liable for any error
of judgment or mistake of law or for any loss suffered by the Fund in connection
with matters to which the Sub-Advisory Agreement relates, except a loss
resulting from willful misconduct, bad faith or gross negligence on the part of
DeAMi in the performance of its duties or from reckless disregard by DeAMi of
its obligations and duties under the Sub-Advisory Agreement.
Sub-Advisor to DWS Dreman Concentrated Value Fund, DWS Dreman High Return Equity
Fund, DWS Dreman Mid Cap Value Fund and DWS Dreman Small Cap Value Fund:
Dreman Value Management, L.L.C. ("DVM" or a "Sub-Advisor"), 520 East Cooper
Avenue Suite 230-4, Aspen, Colorado 81611, is the Sub-Advisor for DWS Dreman
Concentrated Value Fund, DWS Dreman High Return Equity Fund, DWS Dreman Mid Cap
Value Fund and DWS Dreman Small Cap Value Fund. DVM serves as Sub-Advisor
pursuant to the terms of sub-advisory agreements between it and the Advisor .
DVM was formed in April 1977 and is controlled by David Dreman. Under the terms
of the sub-advisory agreements, DVM manages the investment and reinvestment of
the Funds' assets. DVM will provide such investment advice, research and
assistance as the Advisor may, from time to time, reasonably request. DVM has
served as Sub-Advisor for DWS Dreman Small Cap Value Fund since January 18,
2002. DVM has served as Sub-Advisor for DWS Dreman Concentrated Value Fund and
DWS Dreman Mid Cap Value Fund since their inception. DVM has served as
subadvisor for DWS Dreman High Return Equity Fund since its inception.
The Advisor currently pays DVM for its services sub-advisory fees, payable
monthly, as a percentage of average daily net assets as shown below:
Average Daily Net Assets DWS Dreman Concentrated Value Fund
------------------------ ----------------------------------
$0 - $250 million 0.400%
Over $250 million - $1 billion 0.390%
Over $1 billion - $2.5 billion 0.380%
Over $2.5 billion 0.370%
Average Daily Net Assets DWS Dreman Mid Cap Value Fund
------------------------ -----------------------------
$0 - $500 million 0.375%
27
Average Daily Net Assets DWS Dreman Mid Cap Value Fund
------------------------ -----------------------------
Over $500 million 0.340%
Average Daily Net Assets DWS Dreman Small Cap Value Fund
- ------------------------ -------------------------------
$0 - $500 million 0.375%
Over $500 million 0.340%
DWS Dreman High Return Equity Fund
Effective October 1, 2007, pursuant to an amendment to the Fund's sub-advisory
agreement approved by the Fund's Board of Trustees, the Advisor pays DVM for its
services a sub-advisory fee, payable monthly, at the annual rate of 0.250% of
the Fund's average daily net assets. The sub-advisory fee is paid by the Advisor
not the Fund.
Prior to October 1, 2007, the Advisor paid DVM for its services a sub-advisory
fee, payable monthly, as a percentage of average daily net assets as shown
below:
Average Daily Net Assets Annual Rate
- ------------------------ -----------
$0 - $250 million 0.240%
Over $250 million - $1 billion 0.230%
Over $1 billion - $2.5 billion 0.224%
Over $2.5 billion - $5 billion 0.218%
Over $5 billion - $7.5 billion 0.208%
Over $7.5 billion - $10 billion 0.205%
Over $10 billion - $12.5 billion 0.202%
Over $12.5 billion 0.198%
The sub-advisory agreements provide that DVM will not be liable for any error of
judgment or mistake of law or for any loss suffered by the Funds in connection
with matters to which the sub-advisory agreements relate, except a loss
resulting from willful misfeasance, bad faith or gross negligence on the part of
DVM in the performance of its duties or from reckless disregard by DVM of its
obligations and duties under the sub-advisory agreements.
The sub-advisory agreements with DVM were last approved on September 19, 2007
and continue in effect from year to year thereafter, but only as long as such
continuance is specifically approved at least annually (a) by a majority of the
directors, including a majority of directors who are not parties to such
agreement or interested persons of any such party except in their capacity as
directors of a Fund, or (b) by a majority of the outstanding voting securities
of a Fund. The sub-advisory agreement may be terminated at any time upon 60
days' notice by the Advisor or by the Board of a Fund or by a vote of a majority
of the outstanding securities of a Fund, and will terminate automatically upon
assignment or upon termination of each Fund's investment management agreement.
DVM may terminate the sub-advisory agreement for a Fund at any time upon 90
days' written notice to the Advisor.
The sub-advisory fees paid by the Advisor for each Fund's last three fiscal
years are shown in the table below.
Fund Fiscal 2007 Fiscal 2006 Fiscal 2005
- ---- ----------- ----------- -----------
DWS Dreman Concentrated Value Fund* $265,674 $181,538 $19,892
28
Fund Fiscal 2007 Fiscal 2006 Fiscal 2005
- ---- ----------- ----------- -----------
DWS Dreman High Return Equity Fund $18,386,793 $16,484,701 $13,700,258
DWS Dreman Mid Cap Value Fund* $242,306 $66,599 $5,036
DWS Dreman Small Cap Value Fund $6,685,225 $4,179,274 $3,077,159
* DWS Dreman Concentrated Value Fund commenced operations on June 1,
2005. DWS Dreman Mid Cap Value Fund commenced operations on August 1,
2005.
Compensation of Portfolio Managers
DWS Large Cap Value Fund. Portfolio managers are eligible for total compensation
comprised of base salary and discretionary incentive compensation.
Base Salary - Base salary generally represents a smaller percentage of portfolio
managers' total compensation than discretionary incentive compensation. Base
salary is linked to job function, responsibilities and financial services
industry peer comparison through the use of extensive market data surveys.
Discretionary Incentive Compensation - Generally, discretionary incentive
compensation comprises a greater proportion of total compensation as a portfolio
manager's seniority and compensation levels increase. Discretionary incentive
compensation is determined based on an analysis of a number of factors,
including among other things, the performance of Deutsche Bank, the performance
of the Asset Management division, and the employee's individual contribution. In
evaluating individual contribution, management will consider a combination of
quantitative and qualitative factors. A portion of the portfolio manager's
discretionary incentive compensation may be delivered in long-term equity
programs (usually in the form or Deutsche Bank equity) (the "Equity Plan"). Top
performing portfolio managers may earn discretionary incentive compensation that
is a multiple of their base salary. o The quantitative analysis of a portfolio
manager's individual performance is based on, among other factors, performance
of
all of the accounts managed by the portfolio manager (which includes
the fund and any other accounts managed by the portfolio manager) over
a one-, three-, and five-year period relative to the appropriate
Morningstar and Lipper peer group universes and/or benchmark index(es)
with respect to each account. Additionally, the portfolio manager's
retail/institutional asset mix is weighted, as appropriate for
evaluation purposes. Generally the benchmark index used is a benchmark
index set forth in the fund's prospectus to which the fund's
performance is compared. Additional or different appropriate peer group
or benchmark indices may also be used. Primary weight is given to
pre-tax portfolio performance over three-year and five-year time
periods (adjusted as appropriate if the portfolio manager has served
for less than five years) with lesser consideration given to portfolio
performance over a one-year period. The increase or decrease in a
fund's assets due to the purchase or sale of fund shares is not
considered a material factor.
o The qualitative analysis of a portfolio manager's individual
performance is based on, among other things, the results of an annual
management and internal peer review process, and management's
assessment of overall portfolio manager contributions to investor
relations, the investment process and overall performance (distinct
from fund and other account performance). Other factors, including
contributions made to the investment team, as well as adherence to
Compliance Policies and Procedures, Risk Management procedures, the
firm's Code of Ethics and "living the values" of the Advisor are also
factors.
The quantitative analysis of a portfolio manager's performance is given more
weight in determining discretionary incentive compensation that the qualitative
portion.
Certain portfolio managers may also participate in the Equity Plan. The amount
of equity awarded under the long-term equity programs is generally based on the
individual's total compensation package and may comprise from 0% to 30% of the
total compensation award. As discretionary incentive compensation increases, the
percentage of compensation awarded in Deutsche Bank equity also increases.
Portfolio managers may receive a portion of their equity compensation in the
form of shares in the proprietary mutual funds that they manage or support.
29
DWS Dreman Concentrated Value Fund, DWS Dreman High Return Equity Fund, DWS
Dreman Mid Cap Value Fund, and DWS Dreman Small Cap Value Fund. The Funds have
been advised that the Sub-Advisor has implemented a highly competitive
compensation plan which seeks to attract and retain exceptional investment
professionals who have demonstrated that they can consistently outperform their
respective fund's benchmark. The compensation plan is comprised of both a fixed
component and a variable component. The variable component is determined by
assessing the investment professional's performance measured utilizing both
quantitative and qualitative factors.
The Sub-Advisor's investment professionals are each paid a fixed base salary
that is determined based on their job function and responsibilities. The base
salary is deemed to be competitive with the marketplace and specifically with
salaries in the financial services industry by utilizing various salary surveys
compiled for the financial services industry specifically investment advisory
firms. The variable component of the Sub-Advisor's compensation plan which takes
the form of a cash bonus combined with employee retention bonus units payable
over time is designed to reward and retain investment professionals including
portfolio managers and research analysts for their contributions to each Fund's
performance relative to its benchmark.
Investment professionals may also receive equity in the form of units or
fractional units of membership interest in the Sub-Advisor or they may receive
employee retention bonus units which enable them to participate in the growth of
the firm. Investment professionals also participate in the Sub-Advisor's profit
sharing plan, a defined contribution plan that allows the Sub-Advisor to
contribute up to twenty percent of an employee's total compensation, subject to
various regulatory limitations, to each employee's profit sharing account. The
Sub-Advisor maintains both a qualified and non-qualified profit sharing plan
which benefits employees of the firm including both portfolio managers and
research analysts. Contributions to the Sub-Advisor's profit sharing plan vest
over a specified term. Finally all employees of the Sub-Advisor including
investment professionals receive additional fringe benefits in the form of
subsidized medical, dental, vision, group-term, and life insurance coverage.
The basis for determining the variable component of an investment professional's
total compensation is determined through a subjective process which evaluates an
investment professional performance against several quantitative and qualitative
factors including the following:
Quantitative factors:
Relative ranking of each Fund's performance against its peers in the one, three
and five year pre-tax investment performance categories. Each Fund's performance
is evaluated against peers in its fund category and performance is ranked from
one to four on a declining scale depending on the quartile in which the
portfolio manager's absolute performance falls. The portfolio manager is
rewarded on a graduated scale for outperforming relative to his peers.
Relative performance of each Fund's performance against the pre-determined
indices for the product strategy against which each Fund's performance is
measured. The portfolio manager is rewarded on a graduated scale for
outperforming relative to each Fund's benchmark index.
Performance of each Fund's portfolio measured through attribution analysis
models which analyzes the portfolio manager's contribution from both an asset
allocation or sector allocation perspective and security selection perspective.
This factor evaluates how the investment professional performs in linking
performance with the client's investment objective including investment
parameters and risk and return objectives. This factor may include some
qualitative characteristics.
Qualitative factors:
o Ability to work well with other members of the investment professional
team and mentor junior members.
o Contributions to the organizational overall success with new product
strategies.
30
o Other factors such as contributing to the team in a leadership role and
by being responsive to requests for assistance.
Fund Ownership of Portfolio Managers
The following table shows the dollar range of shares owned beneficially and of
record by each member of each Fund's portfolio management team in each Fund as
well as in all DWS Funds as a group (i.e. those funds advised by Deutsche Asset
Management or its affiliates), including investments by their immediate family
members sharing the same household and amounts invested through retirement and
deferred compensation plans. This information is provided as of each Fund's most
recent fiscal year end.
Dollar Range of
Name of Portfolio Manager DWS Large Cap Value Fund All DWS Fund Shares Owned
- ------------------------- ------------------------ -------------------------
Thomas Schuessler $0 $50,001-$100,000
DWS Dreman
Concentrated Value DWS Dreman High DWS Dreman Mid Cap DWS Dreman Small
Name of Portfolio Manager Fund Return Equity Fund Value Fund Cap Value Fund
- ------------------------- ---- ------------------ ---------- --------------
David N. Dreman $0 Over $1,000,000 $0 $0
F. James Hutchinson $0 $0 $0 N/A
E. Clifton Hoover $0 $0 N/A $0
Mark Roach N/A N/A $0 $0
Conflicts of Interest
DWS Large Cap Value Fund. In addition to managing the assets of each Fund, each
Fund's portfolio managers may have responsibility for managing other client
accounts of the Advisor or its affiliates. The tables below show, for each
portfolio manager, the number and asset size of (1) SEC registered investment
companies (or series thereof) other than the Fund, (2) pooled investment
vehicles that are not registered investment companies and (3) other accounts
(e.g., accounts managed for individuals or organizations) managed by each
portfolio manager. Total assets attributed to each portfolio manager in the
tables below include total assets of each account managed by them, although the
manager may only manage a portion of such account's assets. The tables also show
the number of performance based fee accounts, as well as the total assets of the
accounts for which the advisory fee is based on the performance of the account.
This information is provided as of each Fund's most recent fiscal year end.
DWS Large Cap Value Fund
Other SEC Registered Investment Companies Managed:
Number of Total Assets of Number of Investment
Registered Registered Company Accounts Total Assets of
Investment Investment with Performance-Based
Name of Portfolio Manager Companies Companies Performance-Based Fee Fee Accounts
- ------------------------- --------- --------- --------------------- ------------
Thomas Schuessler 1 $273,547,517 0 0
31
DWS Large Cap Value Fund
Other Pooled Investment Vehicles Managed:
Number of Pooled
Number of Investment Vehicle
Pooled Total Assets of Accounts with Total Assets of
Investment Pooled Investment Performance-Based Performance-Based
Name of Portfolio Manager Vehicles Vehicles Fee Fee Accounts
- ------------------------- -------- -------- --- ------------
Thomas Schuessler 0 0 0 0
DWS Large Cap Value Fund
Other Accounts Managed:
Number of Other
Accounts with Total Assets of
Number of Total Assets of Other Performance-Based Performance-
Name of Portfolio Manager Other Accounts Accounts Fee Based Fee Accounts
- ------------------------- -------------- -------- --- ------------------
Thomas Schuessler 2 $6,500,000,000 1 $1,200,000,000
DWS Dreman Concentrated Value Fund
Other SEC Registered Investment Companies Managed:
Number of Total Assets of Number of Investment
Registered Registered Company Accounts Total Assets of
Investment Investment with Performance-Based
Name of Portfolio Manager Companies Companies Performance-Based Fee Fee Accounts
- ------------------------- --------- --------- --------------------- ------------
David N. Dreman 21 $15,900,000,000 0 $0
F. James Hutchinson 15 $14,500,000,000 0 $0
E. Clifton Hoover 8 $11,800,000,000 0 $0
DWS Dreman High Return Equity Fund
Other SEC Registered Investment Companies Managed:
Number of Total Assets of Number of Investment
Registered Registered Company Accounts Total Assets of
Investment Investment with Performance-Based
Name of Portfolio Manager Companies Companies Performance-Based Fee Fee Accounts
- ------------------------- --------- --------- --------------------- ------------
David N. Dreman 21 $7,600,000,000 0 $0
F. James Hutchinson 15 $6,300,000,000 0 $0
E. Clifton Hoover 8 $3,500,000,000 0 $0
32
DWS Dreman Mid Cap Value Fund
Other SEC Registered Investment Companies Managed:
Number of Total Assets of Number of Investment
Registered Registered Company Accounts Total Assets of
Investment Investment with Performance-Based
Name of Portfolio Manager Companies Companies Performance-Based Fee Fee Accounts
- ------------------------- --------- --------- --------------------- ------------
David N. Dreman 21 $15,900,000,000 0 $0
F. James Hutchinson 8 $11,800,000,000 0 $0
Mark Roach 12 $3,300,000,000 0 $0
DWS Dreman Small Cap Value Fund
Other SEC Registered Investment Companies Managed:
Number of Total Assets of Number of Investment
Registered Registered Company Accounts Total Assets of
Investment Investment with Performance-Based
Name of Portfolio Manager Companies Companies Performance-Based Fee Fee Accounts
- ------------------------- --------- --------- --------------------- ------------
David N. Dreman 21 $13,900,000,000 0 $0
E. Clifton Hoover 15 $12,500,000,000 0 $0
Mark Roach 12 $1,300,000,000 0 $0
DWS Dreman Concentrated Value Fund, DWS Dreman High Return Equity Fund, DWS
Dreman Mid Cap Value Fund and DWS Dreman Small Cap Value Fund
Other Pooled Investment Vehicles Managed:
Number of Pooled
Number of Investment Vehicle
Pooled Total Assets of Accounts with Total Assets of
Investment Pooled Investment Performance-Based Performance-Based
Name of Portfolio Manager Vehicles Vehicles Fee Fee Accounts
- ------------------------- -------- -------- --- ------------
David N. Dreman 9 $409,000,000 4 $57,900,000
F. James Hutchinson 0 $0 0 $0
E. Clifton Hoover 0 $0 0 $0
Mark Roach 0 $0 0 $0
33
DWS Dreman Concentrated Value Fund, DWS Dreman High Return Equity Fund, DWS
Dreman Mid Cap Value Fund and DWS Dreman Small Cap Value Fund
Other Accounts Managed:
Number of Other
Accounts with Total Assets of
Number of Total Assets of Other Performance-Based Performance-Based
Name of Portfolio Manager Other Accounts Accounts Fee Fee Accounts
- ------------------------- -------------- -------- --- ------------
David N. Dreman 205 $2,700,000,000 0 $0
F. James Hutchinson 0 $0 0 $0
E. Clifton Hoover 186 $2,600,000,000 0 $0
Mark Roach 19 $109,000,000 0 $0
DWS Dreman Concentrated Value Fund, DWS Dreman High Return Equity Fund, DWS
Dreman Mid Cap Value Fund, and DWS Dreman Small Cap Value Fund. The Sub-Advisor
manages clients' accounts using a contrarian value investment strategy. For both
its strategies the Sub-Advisor utilizes a model portfolio and rebalances
client's accounts whenever changes are made to the model portfolio. In addition
the Sub-Advisor aggregates its trades and allocates the trades to all clients'
accounts in an equitable manner. The Sub-Advisor strongly believes aggregating
its orders protect all clients from being disadvantaged by price or time
execution. The model portfolio approach and the trade aggregation policy of the
Sub-Advisor eliminates any potential or apparent conflicts of interest that
could arise when a portfolio manager has day-to-day portfolio management
responsibilities with respect to more than one fund or account. The Sub-Advisor
does not receive any performance-based fees from any of its accounts with the
exception of a hedge fund that is managed by an affiliated firm. However the
hedge funds are treated like any other client account and trades done for the
Fund are generally aggregated with trades done for its regular client accounts.
The Sub-Advisor's investment professionals are compensated in the same manner
for all client accounts irrespective of the type of account.
DWS Large Cap Value Fund. In addition to the accounts above, an investment
professional may manage accounts in a personal capacity that may include
holdings that are similar to, or the same as, those of the Funds. The Advisor
has in place a Code of Ethics that is designed to address conflicts of interest
and that, among other things, imposes restrictions on the ability of portfolio
managers and other "access persons" to invest in securities that may be
recommended or traded in the Funds and other client accounts.
Real, potential or apparent conflicts of interest may arise when a portfolio
manager has day-to-day portfolio management responsibilities with respect to
more than one fund or account, including the following:
o Certain investments may be appropriate for each Fund and also for other
clients advised by the Advisor, including other client accounts managed
by each Fund's portfolio management team. Investment decisions for each
Fund and other clients are made with a view to achieving their
respective investment objectives and after consideration of such
factors as their current holdings, availability of cash for investment
and the size of their investments generally. A particular security may
be bought or sold for only one client or in different amounts and at
different times for more than one but less than all clients. Likewise,
because clients of the Advisor may have differing investment
strategies, a particular security may be bought for one or more clients
when one or more other clients are selling the security. The investment
results achieved for each Fund may differ from the results achieved for
other clients of the Advisor. In addition, purchases or sales of the
same security may be made for two or more clients on the same day. In
such event, such transactions will be allocated among the clients in a
manner believed by the Advisor to be most equitable to each client,
generally utilizing a pro rata allocation methodology. In some cases,
the allocation procedure could potentially have an adverse effect or
positive effect on the price or amount of the securities purchased
34
or sold by each Fund. Purchase and sale orders for each Fund may be
combined with those of other clients of the Advisor in the interest of
achieving the most favorable net results to each Fund and the other
clients.
o To the extent that a portfolio manager has responsibilities for
managing multiple client accounts, a portfolio manager will need to
divide time and attention among relevant accounts. The Advisor attempts
to minimize these conflicts by aligning its portfolio management teams
by investment strategy and by employing similar investment models
across multiple client accounts.
o In some cases, an apparent conflict may arise where the Advisor has an
incentive, such as a performance-based fee, in managing one account and
not with respect to other accounts it manages. The Advisor will not
determine allocations based on whether it receives a performance-based
fee from the client. Additionally, the Advisor has in place supervisory
oversight processes to periodically monitor performance deviations for
accounts with like strategies.
o The Advisor and its affiliates and the investment team of each Fund may
manage other mutual funds and separate accounts on a long-short basis.
The simultaneous management of long and short portfolios creates
potential conflicts of interest including the risk that short sale
activity could adversely affect the market value of the long
positions(and vice versa), the risk arising from sequential orders in
long and short positions, and the risks associated with receiving
opposing orders at the same time. The Advisor has adopted procedures
that it believes are reasonably designed to mitigate these potential
conflicts of interest. Included in these procedures are specific
guidelines developed to ensure fair and equitable treatment for all
clients whose accounts are managed by each Fund's portfolio management
team. The Advisor and the portfolio management team have established
monitoring procedures, a protocol for supervisory reviews, as well as
compliance oversight to ensure that potential conflicts of interest
relating to this type of activity are properly addressed.
The Advisor is owned by Deutsche Bank AG, a multi-national financial services
company. Therefore, the Advisor is affiliated with a variety of entities that
provide, and/or engage in commercial banking, insurance, brokerage, investment
banking, financial advisory, broker-dealer activities (including sales and
trading), hedge funds, real estate and private equity investing, in addition to
the provision of investment management services to institutional and individual
investors. Since Deutsche Bank AG, its affiliates, directors, officers and
employees (the "Firm") are engaged in businesses and have interests other than
managing asset management accounts, such other activities involve real,
potential or apparent conflicts of interest. These interests and activities
include potential advisory, transactional and financial activities and other
interests in securities and companies that may be directly or indirectly
purchased or sold by the Firm for its clients' advisory accounts. These are
considerations of which advisory clients should be aware and which may cause
conflicts that could be to the disadvantage of the Advisor's advisory clients.
The Advisor has instituted business and compliance policies, procedures and
disclosures that are designed to identify, monitor and mitigate conflicts of
interest and, as appropriate, to report them to the Fund's Board.
Codes of Ethics
The Funds, the Advisor, the Sub-Advisors and the Funds' principal underwriter
have each adopted codes of ethics under Rule 17j-1 under the 1940 Act. Board
members, officers of the Corporation and employees of the Advisor, Sub-Advisors
and principal underwriter are permitted to make personal securities
transactions, including transactions in securities that may be purchased or held
by the Funds, subject to requirements and restrictions set forth in the
applicable Code of Ethics. The Advisor's and the Sub-Advisors' Codes of Ethics
contains provisions and requirements designed to identify and address certain
conflicts of interest between personal investment activities and the interests
of the Funds. Among other things, the Advisor's Code of Ethics prohibits certain
types of transactions absent prior approval, imposes time periods during which
personal transactions may not be made in certain securities, and requires the
submission of duplicate broker confirmations and quarterly reporting of
securities transactions. Additional restrictions apply to portfolio managers,
traders, research analysts and others involved in the investment advisory
process of the Advisor. Exceptions to these and other provisions of the
Advisors, DeAMi and DVM's Codes of Ethics may be granted in particular
circumstances after review by appropriate personnel.
35
Regulatory Matters and Legal Proceedings
On December 21, 2006, DeAM settled proceedings with the Securities and Exchange
Commission ("SEC") and the New York Attorney General on behalf of Deutsche Asset
Management, Inc. ("DAMI") and DIMA, the investment advisors to many of the DWS
Scudder funds, regarding allegations of improper trading of fund shares at DeAM
and at the legacy Scudder and Kemper organizations prior to their acquisition by
DeAM in April 2002. These regulators alleged that although the prospectuses for
certain funds in the regulators' view indicated that the funds did not permit
market timing, DAMI and DIMA breached their fiduciary duty to those funds in
that their efforts to limit trading activity in the funds were not effective at
certain times. The regulators also alleged that DAMI and DIMA breached their
fiduciary duty to certain funds by entering into certain market timing
arrangements with investors. These trading arrangements originated in businesses
that existed prior to the currently constituted DeAM organization, which came
together as a result of various mergers of the legacy Scudder, Kemper and
Deutsche fund groups, and all of the arrangements were terminated prior to the
start of the regulatory investigations that began in the summer of 2003. No
current DeAM employee approved these trading arrangements. Under the terms of
the settlements, DAMI and DIMA neither admitted nor denied any wrongdoing.
The terms of the SEC settlement, which identified improper trading in the legacy
Deutsche and Kemper mutual funds only, provide for payment of disgorgement in
the amount of $17.2 million. The terms of the settlement with the New York
Attorney General provide for payment of disgorgement in the amount of $102.3
million, which is inclusive of the amount payable under the SEC settlement, plus
a civil penalty in the amount of $20 million. The total amount payable by DeAM,
approximately $122.3 million, will be distributed to shareholders of the
affected funds in accordance with a distribution plan to be developed by a
distribution consultant. The funds' investment advisors do not believe these
amounts will have a material adverse financial impact on them or materially
affect their ability to perform under their investment management agreements
with the DWS funds. The above-described amounts are not material to Deutsche
Bank, and have already been reserved.
Among the terms of the settled orders, DeAM is subject to certain undertakings
regarding the conduct of its business in the future, including formation of a
Code of Ethics Oversight Committee to oversee all matters relating to issues
arising under the advisors' Code of Ethics; establishment of an Internal
Compliance Controls Committee having overall compliance oversight responsibility
of the advisors; engagement of an Independent Compliance Consultant to conduct a
comprehensive review of the advisors' supervisory compliance and other policies
and procedures designed to prevent and detect breaches of fiduciary duty,
breaches of the Code of Ethics and federal securities law violations by the
advisors and their employees; and commencing in 2008, the advisors shall undergo
a compliance review by an independent third party.
In addition, DeAM is subject to certain further undertakings relating to the
governance of the mutual funds, including that at least 75% of the members of
the Boards of Trustees/Directors overseeing the DWS Funds continue to be
independent of DeAM; the Chairmen of the DWS Funds' Boards of Trustees/Directors
continue to be independent of DeAM; DeAM maintain existing management fee
reductions for certain funds for a period of five years and not increase
management fees for these certain funds during this period; the funds retain a
senior officer (or independent consultants, as applicable) responsible for
assisting in the review of fee arrangements and monitoring compliance by the
funds and the investment advisors with securities laws, fiduciary duties, codes
of ethics and other compliance policies, the expense of which shall be borne by
DeAM; and periodic account statements, fund prospectuses and the mutual funds'
web site contain additional disclosure and/or tools that assist investors in
understanding the fees and costs associated with an investment in the funds and
the impact of fees and expenses on fund returns.
DeAM has also settled proceedings with the Illinois Secretary of State regarding
market timing matters. The terms of the Illinois settlement provide for investor
education contributions totaling approximately $4 million and a payment in the
amount of $2 million to the Securities Audit and Enforcement Fund.
On September 28, 2006, the SEC and the National Association of Securities
Dealers ("NASD") (now known as Financial Industry Regulatory Authority
("FINRA")) announced final agreements in which Deutsche Investment Management
Americas Inc. ("DIMA"), Deutsche Asset Management, Inc. ("DAMI") and Scudder
Distributors, Inc. ("DWS-SDI") (now known as DWS Scudder Distributors, Inc.)
settled administrative proceedings regarding
36
disclosure of brokerage allocation practices in connection with sales of the
Scudder Funds' (now known as the DWS Scudder Funds) shares during 2001-2003. The
agreements with the SEC and NASD are reflected in orders which state, among
other things, that DIMA and DAMI failed to disclose potential conflicts of
interest to the funds' Boards and to shareholders relating to DWS-SDI's use of
certain funds' brokerage commissions to reduce revenue sharing costs to
broker-dealer firms with whom it had arrangements to market and distribute
Scudder Fund shares. These directed brokerage practices were discontinued in
October 2003.
Under the terms of the settlements, in which DIMA, DAMI and DWS-SDI neither
admitted nor denied any of the regulators' findings, DIMA, DAMI and DWS-SDI
agreed to pay disgorgement, prejudgment interest and civil penalties in the
total amount of $19.3 million. The portion of the settlements distributed to the
funds was approximately $17.8 million and was paid to the funds as prescribed by
the settlement orders based upon the amount of brokerage commissions from each
fund used to satisfy revenue sharing agreements with broker-dealers who sold
fund shares.
As part of the settlements, DIMA, DAMI and DWS-SDI also agreed to implement
certain measures and undertakings relating to revenue sharing payments including
making additional disclosures in the funds' Prospectuses or Statements of
Additional Information, adopting or modifying relevant policies and procedures
and providing regular reporting to the fund Boards.
Additional information announced by DeAM regarding the terms of the settlements
is available at www.dws-scudder.com/regulatory_settlements.
The matters alleged in the regulatory settlements described above also serve as
the general basis of a number of private class action lawsuits involving the DWS
funds. These lawsuits name as defendants various persons, including certain DWS
funds, the funds' investment advisors and their affiliates, and certain
individuals, including in some cases fund Trustees/Directors, officers, and
other parties. Each DWS fund's investment advisor has agreed to indemnify the
applicable DWS funds in connection with these lawsuits, or other lawsuits or
regulatory actions that may be filed making similar allegations.
Based on currently available information, the funds' investment advisors believe
the likelihood that the pending lawsuits will have a material adverse financial
impact on a DWS fund is remote and such actions are not likely to materially
affect their ability to perform under their investment management agreements
with the DWS funds.
FUND SERVICE PROVIDERS
Administrator
Effective April 25, 2007, DWS Large Cap Value Fund entered into an
administrative services agreement with the Advisor (the "Administrative Services
Agreement"), pursuant to which the Advisor provides administrative services to
the Fund including, among others, providing the Fund with personnel, preparing
and making required filings on behalf of the Fund, maintaining books and records
for the Fund, and monitoring the valuation of Fund securities. For all services
provided under the Administrative Services Agreement, the Fund pays the Advisor
a fee, computed daily and paid monthly, of 0.10% of the Fund's average daily net
assets. For the period from April 25, 2007 through November 30, 2007, the
Advisor received an administration fee of $1,113,738.
Under the Administrative Services Agreement, the Advisor is obligated on a
continuous basis to provide such administrative services as the Board of the
Fund reasonably deems necessary for the proper administration of the Fund. The
Advisor provides the Fund with personnel; arranges for the preparation and
filing of the Fund's tax returns; prepares and submits reports and meeting
materials to the Board and the shareholders; prepares and files updates to the
Fund's prospectus and statement of additional information as well as other
reports required to be filed by the SEC; maintains the Fund's records; provides
the Fund with office space, equipment and services; supervises, negotiates the
contracts of and monitors the performance of third parties contractors; oversees
the tabulation of proxies; monitors the valuation of portfolio securities and
monitors compliance with Board-approved valuation procedures; assists in
establishing the accounting and tax policies of the Fund; assists in the
resolution of accounting issues that may arise with respect to the Fund;
establishes and monitors the Fund's operating expense budgets;
37
reviews and processes the Fund's bills; assists in determining the amount of
dividends and distributions available to be paid by the Fund, prepares and
arranges dividend notifications and provides information to agents to effect
payments thereof; provides to the Board periodic and special reports; provides
assistance with investor and public relations matters; and monitors the
registration of shares under applicable federal and state law. The Advisor also
performs certain fund accounting services under the Administrative Services
Agreement. The Administrative Services Agreement provides that the Advisor will
not be liable under the Administrative Services Agreement except for willful
misfeasance, bad faith or negligence in the performance of its duties or from
the reckless disregard by it of its duties and obligations thereunder.
Distributor
Pursuant to separate Underwriting and Distribution Services Agreements (each a
"Distribution Agreement"), DWS Scudder Distributors, Inc. ("DWS-SDI"), 222 South
Riverside Plaza, Chicago, Illinois 60606, an affiliate of the Advisor, is the
principal underwriter and distributor for the Class A, Class B, Class C, Class R
and Institutional Class shares of each Fund, as applicable, and acts as agent of
each Fund in the continuous offering of its shares. The Distribution Agreement
for each Fund, dated April 5, 2002, was last approved by the Directors on
September 19, 2007 and continues in effect from year to year so long as such
continuance is approved at least annually by a vote of the Board of Directors of
each Fund, including the Directors who are not interested persons of each Fund
and who have no direct or indirect financial interest in the Distribution
Agreement.
Each Distribution Agreement automatically terminates in the event of its
assignment and may be terminated for a class at any time without penalty by each
Fund or by DWS-SDI upon 60 days' notice. Termination by each Fund with respect
to a class may be by vote of (i) a majority of the Board members who are not
interested persons of each Fund and who have no direct or indirect financial
interest in the Distribution Agreement, or (ii) a "majority of the outstanding
voting securities" of the class of each Fund, as defined under the 1940 Act. All
material amendments must be approved by the Board of Directors in the manner
described above with respect to the continuation of the Distribution Agreement.
The provisions concerning continuation, amendment and termination of a
Distribution Agreement are on a series by series and class-by-class basis.
DWS-SDI bears all of its expenses of providing services pursuant to the
Distribution Agreement, including the payment of any commissions. Each Fund pays
the cost for the prospectus and shareholder reports to be typeset and printed
for existing shareholders, and DWS-SDI, as principal underwriter, pays for the
printing and distribution of copies thereof used in connection with the offering
of shares to prospective investors. DWS-SDI also pays for supplementary sales
literature and advertising costs. As indicated under "Purchase of Shares,"
DWS-SDI retains any sales charge upon the purchase of Class A shares and pays or
allows concessions or discounts to firms for the sale of the Funds' shares.
DWS-SDI receives no compensation from the Funds as principal underwriter for
Class A and Institutional shares, except as described below. DWS-SDI receives
compensation from the Funds as principal underwriter for Class B, Class C and
Class R shares, as applicable.
Shareholder and administrative services are provided to each Fund on behalf of
Class A, Class B, Class C and Class R shareholders, as applicable, under a
Shareholder Services Agreement (the "Services Agreement") with DWS-SDI. The
Services Agreement continues in effect from year to year so long as such
continuance is approved for each Fund at least annually by a vote of the Board
of the applicable Fund, including the Board members who are not interested
persons of the Fund and who have no direct or indirect financial interest in the
Services Agreement. The Services Agreement automatically terminates in the event
of its assignment and may be terminated at any time without penalty by the Fund
or by DWS-SDI upon 60 days' notice. Termination with respect to the Class A, B,
C or R shares of a Fund may be by a vote of (i) the majority of the Board
members of the Fund who are not interested persons of the Fund and who have no
direct or indirect financial interest in the Services Agreement, or (ii) a
"majority of the outstanding voting securities," as defined under the 1940 Act,
of the Class A, B, C or R shares. The Services Agreement may not be amended for
a class to increase materially the fee to be paid by the Fund without approval
of a majority of the outstanding voting securities of such class of the Fund,
and all material amendments must in any event be approved by the Board of
Directors in the manner described above with respect to the continuation of the
Services Agreement.
38
Under the Services Agreement, DWS-SDI may provide or appoint various
broker-dealer firms and other service or administrative firms ("firms") to
provide information and services to investors in a Fund. Typically, DWS-SDI
appoints firms that provide services and facilities for their customers or
clients who are investors in a Fund. Firms appointed by DWS-SDI provide such
office space and equipment, telephone facilities and personnel as is necessary
or beneficial for providing information and services to their clients. Such
services and assistance may include, but are not limited to, establishing and
maintaining accounts and records, processing purchase and redemption
transactions, answering routine inquiries regarding a Fund, providing assistance
to clients in changing dividend and investment options, account designations and
addresses and such other administrative services as may be agreed upon from time
to time and permitted by applicable statute, rule or regulation.
DWS-SDI bears all of its expenses of providing those services pursuant to the
Services Agreement, including the payment of a service fee to firms (as defined
below). As indicated under the Rule 12b-1 Plan section, DWS-SDI receives
compensation from the Funds for its services under the Services Agreement.
Rule 12b-1 Plans
Each Fund has adopted a plan pursuant to Rule 12b-1 under the 1940 Act (each a
"Rule 12b-1 Distribution Plan") that provides for fees payable as an expense of
the Class B, Class C and Class R shares that are used by DWS-SDI to pay for
distribution services for those classes. Pursuant to a plan adopted under Rule
12b-1, shareholder and administrative services are provided to the applicable
Fund on behalf of its Class A, B, C and R shareholders under each Fund's
Services Agreement with DWS-SDI (each a "Rule 12b-1 Service Plan"). Because
12b-1 fees are paid out of Fund assets on an ongoing basis, they will, over
time, increase the cost of an investment and may cost more than other types of
sales charges.
The Rule 12b-1 Distribution Plans for Class B, Class C and Class R shares
provide alternative methods for paying sales charges and may help funds grow or
maintain asset levels to provide operational efficiencies and economies of
scale. The Rule 12b-1 Service Plans provide compensation to DWS-SDI or
intermediaries for post-sales servicing. Since each Distribution Agreement
provides for fees payable as an expense of Class B, Class C and Class R shares
that are used by DWS-SDI to pay for distribution and services for those classes,
the agreement is approved and reviewed separately for Class B, Class C and Class
R shares in accordance with Rule 12b-1 under the 1940 Act, which regulates the
manner in which an investment company may, directly or indirectly, bear the
expenses of distributing its shares. The Distribution Agreement may not be
amended to increase the fee to be paid by a Fund with respect to a class without
approval by a majority of the outstanding voting securities of such class of the
Fund. Similarly, the Services Agreement is approved and reviewed separately for
Class A, Class B, Class C and Class R shares in accordance with Rule 12b-1.
If a Rule 12b-1 Plan is terminated in accordance with its terms, the obligation
of the Funds to make payments to DWS-SDI pursuant to the Rule 12b-1 Plan will
cease and the Funds will not be required to make any payments not previously
accrued past the termination date. Thus, there is no legal obligation for the
Funds to pay any expenses incurred by DWS-SDI other than fees previously accrued
and payable under a Rule 12b-1 Plan, if for any reason the Rule 12b-1 Plan is
terminated in accordance with its terms. Future fees under the Rule 12b-1 Plan
may or may not be sufficient to cover DWS-SDI for its expenses incurred. On the
other hand, under certain circumstances, DWS-SDI might collect in the aggregate
over certain periods more in fees under the Rule 12b-1 Plan than it has expended
over that same period in providing distribution services for the Funds. In
connection with Class B shares, for example, if shares of the Funds were to
appreciate (resulting in greater asset base against which Rule 12b-1 fees are
charged) and sales of the Funds' shares were to decline (resulting in lower
expenditures by DWS-SDI under the Rule 12b-1 Plan), fees payable could exceed
expenditures. This may also happen over certain periods shorter than the life of
the Rule 12b-1 Plan simply due to the timing of expenses incurred by DWS-SDI
that is not matched to the timing of revenues received (e.g., a sales commission
may be paid by DWS-SDI related to an investment in year 1, while the Rule 12b-1
fee to DWS-SDI related to that investment may accrue during year 1 through year
6 prior to conversion of the investment to Class A shares). As a result, if
DWS-SDI's expenses are less than the Rule 12b-1 fees, DWS-SDI will retain its
full fees and make a profit.
39
Class B, Class C and Class R Shares
Distribution Services. For its services under the Distribution Agreement,
DWS-SDI receives a fee from each Fund under its Rule 12b-1 Distribution Plan,
payable monthly, at the annual rate of 0.75% of average daily net assets of the
Fund attributable to its Class B shares. This fee is accrued daily as an expense
of Class B shares. DWS-SDI also receives any contingent deferred sales charges
paid with respect to Class B shares. DWS-SDI currently compensates firms for
sales of Class B shares at a commission rate of 3.75%.
For its services under the Distribution Agreement, DWS-SDI receives a fee from
each Fund under its Rule 12b-1 Distribution Plan, payable monthly, at the annual
rate of 0.75% of average daily net assets of the Fund attributable to Class C
shares. This fee is accrued daily as an expense of Class C shares. DWS-SDI
generally advances to firms the first year distribution fee at a rate of 0.75%
of the purchase price of Class C shares. However, DWS-SDI does not advance the
first year distribution fee to firms for sales of Class C shares to
employer-sponsored employee benefit plans using the OmniPlus subaccount record
keeping system made available through ADP, Inc. under an alliance with DWS-SDI
and its affiliates. For periods after the first year, DWS-SDI currently pays
firms for sales of Class C shares a distribution fee, payable quarterly, at an
annual rate of 0.75% of net assets attributable to Class C shares maintained and
serviced by the firm. This fee continues until terminated by DWS-SDI or the
applicable Fund. DWS-SDI also receives any contingent deferred sales charges
paid with respect to Class C shares.
For its services under the Distribution Agreement, DWS-SDI receives a fee from
DWS Dreman High Return Equity Fund under its Rule 12b-1 Distribution Plan,
payable monthly, at an annual rate of 0.25% of average daily net assets
attributable to Class R sales.
Class A, Class B, Class C and Class R Shares
Shareholder Services. For its services under the Services Agreement, DWS-SDI
receives a shareholder services fee from each Fund under a Rule 12b-1 Service
Plan, payable monthly, at an annual rate of up to 0.25% of the average daily net
assets of Class A, B, C and R shares, as applicable.
With respect to Class A and R Shares of a Fund, as applicable, DWS-SDI pays each
firm a service fee, payable quarterly, at an annual rate of up to 0.25% of the
net assets in Fund accounts that it maintains and services attributable to Class
A and Class R Shares of a Fund, commencing with the month after investment. With
respect to Class B and Class C Shares of a Fund, DWS-SDI generally advances to
firms the first-year service fee at a rate of up to 0.25% of the purchase price
of such shares. However, DWS-SDI does not advance the first year service fee to
firms for sales of Class C shares to employer-sponsored employee benefit plans
using the OmniPlus subaccount record keeping system made available through ADP,
Inc. under an alliance with DWS-SDI and its affiliates. For periods after the
first year, DWS-SDI currently intends to pay firms a service fee at a rate of up
to 0.25% (calculated monthly and paid quarterly) of the net assets attributable
to Class B and Class C shares of a Fund maintained and serviced by the firm.
Firms to which service fees may be paid include affiliates of DWS-SDI. In
addition DWS-SDI may, from time to time, pay certain firms from its own
resources additional amounts for ongoing administrative services and assistance
provided to their customers and clients who are shareholders of a Fund.
DWS-SDI also may provide some of the above services and may retain any portion
of the fee under the Services Agreement not paid to firms to compensate itself
for shareholder or administrative functions performed for a Fund. Currently, the
shareholder services fee payable to DWS-SDI is payable at an annual rate of up
to 0.25% of net assets based upon Fund assets in accounts for which a firm
provides administrative services and at the annual rate of 0.15% of net assets
based upon Fund assets in accounts for which there is no firm of record (other
than DWS-SDI) listed on a Fund's records. The effective shareholder services fee
rate to be charged against all assets of each Fund while this procedure is in
effect will depend upon the proportion of Fund assets that is held in accounts
for which a firm of record provides shareholder services. The Board of each
Fund, in its discretion, may approve basing the fee to DWS-SDI at the annual
rate of 0.25% on all Fund assets in the future.
Expenses of the Funds paid in connection with the Rule 12b-1 Plans for each
class of shares are set forth below. A portion of the marketing and sales and
operating expenses shown below could be considered overhead expenses.
40
-----------------------------------------------
12b-1 Compensation to Underwriter for the
Twelve-Month Period Ended September 30, 2007
-------------- -------------- -----------------
12b-1 12b-1 12b-1
Distribution Shareholder Compensation
Fees Services Fees Paid to Firms
- -------------------------------- ------------- -------------- -------------- -----------------
DWS Dreman Concentrated Value Class A $0 $117,720 $117,286
Fund
- -------------------------------- ------------- -------------- -------------- -----------------
Class B $20,544 $4,489 $22,473
- -------------------------------- ------------- -------------- -------------- -----------------
Class C $112,152 $35,684 $206,117
- -------------------------------- ------------- -------------- -------------- -----------------
DWS Dreman High Return Equity Class A $0 $14,272,283 $0
Fund
- -------------------------------- ------------- -------------- -------------- -----------------
Class B $5,206,993 $1,703,267 $2,753,378
- -------------------------------- ------------- -------------- -------------- -----------------
Class C $8,404,378 $2,699,182 $12,775,521
- -------------------------------- ------------- -------------- -------------- -----------------
Class R $81,573 $52,392 $155,104
- -------------------------------- ------------- -------------- -------------- -----------------
DWS Dreman Mid Cap Value Fund Class A $0 $76,485 $76,584
- -------------------------------- ------------- -------------- -------------- -----------------
Class B $22,166 $6,977 $48,317
- -------------------------------- ------------- -------------- -------------- -----------------
Class C $97,896 $29,396 $211,751
- -------------------------------- ------------- -------------- -------------- -----------------
DWS Dreman Small Cap Value Fund Class A $1,195 $3,061,584 $853
- -------------------------------- ------------- -------------- -------------- -----------------
Class B $827,145 $269,175 $473,399
- -------------------------------- ------------- -------------- -------------- -----------------
Class C $2,081,577 $658,996 $3,050,156
- -------------------------------- ------------- -------------- -------------- -----------------
DWS Large Cap Value Fund Class A $344 $826,428 $784,857
- -------------------------------- ------------- -------------- -------------- -----------------
Class B $258,666 $84,681 $109,498
- -------------------------------- ------------- -------------- -------------- -----------------
Class C $254,988 $82,334 $350,639
- -------------------------------- ------------- -------------- -------------- -----------------
------------------------------------------------------------------------
Other Expenses Paid by Underwriter for the
Twelve-Month Period Ended September 30, 2007
--------------- -------------- ------------- -------------- ------------
Advertising,
Sales,
Literature
and Marketing
Promotional Prospectus and Sales Postage and Imputed
Materials Printing Expenses Mailing Interest
- ---------------------------------------------------------------------------------------------------------------------
DWS Dreman Concentrated Value Class A $133,878 $11,063 $29,875 $8,684 $0
Fund
- ---------------------------------------------------------------------------------------------------------------------
Class B $2,719 $231 $581 $178 $2,876
- ---------------------------------------------------------------------------------------------------------------------
Class C $24,908 $2,104 $5,371 $1,494 $0
- ---------------------------------------------------------------------------------------------------------------------
DWS Dreman High Return Equity Class A $5,586,855 $477,513 $1,244,588 $386,758 $0
Fund
- ---------------------------------------------------------------------------------------------------------------------
Class B $231,500 $19,548 $50,509 $15,142 $4,193,940
- ---------------------------------------------------------------------------------------------------------------------
Class C $1,073,246 $91,025 $234,135 $70,492 $0
- ---------------------------------------------------------------------------------------------------------------------
Class R $99,689 $8,572 $22,274 $7,252 $0
- ---------------------------------------------------------------------------------------------------------------------
DWS Dreman Mid Cap Value Fund Class A $131,482 $11,725 $27,692 $9,629 $0
- ---------------------------------------------------------------------------------------------------------------------
Class B $5,662 $493 $1,219 $435 $3,890
- ---------------------------------------------------------------------------------------------------------------------
Class C $56,798 $5,081 $12,223 $4,283 $0
- ---------------------------------------------------------------------------------------------------------------------
DWS Dreman Small Cap Value Fund Class A $3,721,713 $314,965 $796,192 $249,304 $0
- ---------------------------------------------------------------------------------------------------------------------
Class B $63,123 $5,048 $13,969 $3,632 $728,439
- ---------------------------------------------------------------------------------------------------------------------
Class C $614,034 $49,530 $134,436 $33,882 $0
- ---------------------------------------------------------------------------------------------------------------------
DWS Large Cap Value Fund Class A $253,462 $21,604 $55,334 $16,811 $0
- ---------------------------------------------------------------------------------------------------------------------
Class B $5,731 $451 $1,243 $394 $177,900
- ---------------------------------------------------------------------------------------------------------------------
Class C $19,493 $1,681 $4,172 $1,306 $0
- ---------------------------------------------------------------------------------------------------------------------
41
The following table shows the aggregate amount of underwriting commissions paid
to DWS-SDI, the amount in commissions it paid out to brokers, including amounts
paid to affiliated firms, and the amount of underwriting commissions retained by
DWS-SDI.
Aggregate
Aggregate Aggregate Aggregate Commissions Commissions
Sales Commissions Paid to Affiliated Retained by
Fund Fiscal Year Commissions Paid to Firms Firms DWS-SDI
- ---- ----------- ----------- ------------- ----- -------
DWS Large Cap
Value Fund
2007 $63,000 $40,000 $12,000 $11,000
2006 $72,000 $53,000 $7,000 $12,000
2005 $121,000 $77,000 $16,000 $28,000
DWS Concentrated
Value Fund
2007 $26,000 $9,000 $0 $17,000
2006 $36,000 $14,000 $0 $22,000
2005 $31,000 $8,000 $1,000 $22,000
DWS Dreman High Return Equity
Fund
2007 $1,178,000 $682,000 $40,000 $456,000
2006 $1,498,000 $781,000 $30,000 $687,000
2005 $1,613,000 $813,000 $65,000 $735,000
DWS Dreman Mid Cap
Value Fund
2007 $68,000 $21,000 $2,000 $45,000
2006 $41,000 $10,000 $1,000 $30,000
2005 $7,000 $1,000 $0 $6,000
DWS Dreman Small Cap Value Fund
2007 $68,000 $21,000 $2,000 $45,000
2006 $387,000 $173,000 $7,000 $207,000
2005 $288,000 $146,000 $9,000 $133,000
Fund Accounting Agent
DWS Scudder Fund Accounting Corporation ("DWS-SFAC"), Two International Place,
Boston, Massachusetts 02110, a subsidiary of the Advisor, is responsible for
determining net asset value per share and maintaining the portfolio and general
accounting records for the Funds. Currently, DWS-SFAC receives no fee for its
services to DWS Dreman High Return Equity Fund and DWS Dreman Small Cap Value
Fund; however, subject to Board approval, DWS-SFAC may seek payment for its
services under this agreement in the future. DWS-SFAC receives the following
annual fee from both DWS Dreman Concentrated Value Fund and DWS Dreman Mid Cap
Value Fund: 0.025% of the first $150 million of average daily net assets,
0.0075% on the next $850 million, and 0.0045% over $1 billion plus holding and
transaction charges for this service. The amount s charged to the Funds for the
fiscal years ended November 30, 2007 and November 30, 2006 was:
42
Fund Amount Charged Amount Waived
- ---- -------------- -------------
2007 2006
---- ----
DWS Dreman Concentrated Value $81,598 $99,826 $0
Fund
DWS Dreman Mid Cap Value Fund $105,295 $134,211 $62,999
Pursuant to an agreement between DWS-SFAC and SSB, DWS-SFAC has delegated
certain fund accounting functions to SSB under the fund accounting agreement.
The cost and expenses of such delegation are borne by DWS-SFAC, not by the
Funds.
Custodian
Each Fund employs State Street Bank and Trust Company ("SSB") 225 Franklin
Street, Boston, Massachusetts 02110 as custodian. SSB has entered into
agreements with foreign subcustodians approved by the Directors pursuant to Rule
17f-5 under the 1940 Act. SSB uses Deutsche Bank AG, an affiliate of the
Advisor, as subcustodian ("DB Subcustodian") in certain countries. To the extent
a Fund holds any securities in the countries in which SSB uses DB Subcustodian
as a subcustodian, those securities will be held by DB Subcustodian as part of a
larger omnibus account in the name of SSB (the "Omnibus Account"). For its
services, DB Subcustodian receives (1) an annual fee based on a percentage of
the average daily net assets of the Omnibus Account and (2) transaction charges
with respect to transactions that occur within the Omnibus Account.
SSB, as custodian, has custody of all securities and cash of each Fund. It
attends to the collection of principal and income, and payment for and
collection of proceeds of securities bought and sold by each Fund. Custodian
fees may be reduced by certain earnings credits in favor of each Fund.
Transfer Agent and Shareholder Service Agent
DWS Scudder Investments Service Corporation ("DWS-SISC" or "Transfer Agent"),
210 W. 10th Street, Kansas City, MO , a subsidiary of the Advisor, is the
transfer and dividend disbursing agent for each Fund. DWS-SISC also serves as
shareholder servicing agent for each Fund.
Pursuant to a sub-transfer agency agreement between DWS-SISC and DST Systems,
Inc. ("DST"), DWS-SISC has delegated certain transfer agent, dividend paying
agent and shareholder servicing agent functions to DST. The costs and expenses
of such delegation are borne by DWS-SISC, not by the Funds.
The Transfer Agent receives an annual service fee for each account of the Fund,
based on the type of account. For open retail accounts, the fee is a flat fee
ranging from $20.00 to $27.50 per account, for open wholesale money funds the
fee is $32.50 per account, while for certain retirement accounts serviced on the
recordkeeping system of ADP, Inc., the fee is a flat fee up to $3.46 per account
(as of October 2006, indexed to inflation) plus an asset based fee of up to
0.25% of average net assets. 1/12th of the annual service charge for each
account is charged and payable to the Transfer Agent each month. A fee is
charged for any account which at any time during the month had a share balance
in the Fund. Smaller fees are also charged for closed accounts for which
information must be retained on the Transfer Agent's system for up to 18 months
after closing for tax reporting purposes.
Certain out-of-pocket expenses incurred by the Transfer Agent, including
expenses of printing and mailing routine fund disclosure documents, costs of
record retention and transaction processing costs are reimbursed by the Fund or
are paid directly by the Fund. Certain additional out-of-pocket expenses,
including costs of computer hardware and software, third party record-keeping
and processing of proxy statements, may only be reimbursed by the Fund with the
prior approval of the Fund's Board.
DWS-SISC is the Transfer Agent for all classes of all DWS funds.
43
Legal Counsel
Vedder Price P.C., 222 North LaSalle Street, Chicago, Illinois 60601, serves as
legal counsel to each Fund and its Independent Directors.
Independent Registered Public Accounting Firm
The Financial Statements of each Fund are incorporated by reference in this
Statement of Additional Information in reliance on the reports of Ernst & Young
LLP, independent registered public accounting firm, 200 Clarendon Street,
Boston, MA 02116, given on the authority of said firm as experts in auditing and
accounting. Ernst & Young LLP, audits the financial statements of the Funds and
provides other audit, tax and related services. Shareholders will receive annual
audited financial statements and semi-annual unaudited financial statements.
PORTFOLIO TRANSACTIONS
The Advisor is generally responsible for placing the orders for the purchase and
sale of portfolio securities, including the allocation of brokerage. With
respect to those funds for which a sub-investment advisor manages the fund's
investments, references in this section to the "Advisor" should be read to mean
the Sub-Advisor, except as noted below.
The policy of the Advisor in placing orders for the purchase and sale of
securities for the Funds is to seek best execution, taking into account such
factors, among others, as price; commission (where applicable); the
broker-dealer's ability to ensure that securities will be delivered on
settlement date; the willingness of the broker-dealer to commit its capital and
purchase a thinly traded security for its own inventory; whether the
broker-dealer specializes in block orders or large program trades; the
broker-dealer's knowledge of the market and the security; the broker-dealer's
ability to maintain confidentiality; the broker-dealer's ability to provide
access to new issues; the broker-dealer's ability to provide support when
placing a difficult trade; the financial condition of the broker-dealer; and
whether the broker-dealer has the infrastructure and operational capabilities to
execute and settle the trade. The Advisor seeks to evaluate the overall
reasonableness of brokerage commissions with commissions charged on comparable
transactions and compares the brokerage commissions (if any) paid by the Funds
to reported commissions paid by others. The Advisor routinely reviews commission
rates, execution and settlement services performed and makes internal and
external comparisons.
Commission rates on transactions in equity securities on US securities exchanges
are subject to negotiation. Commission rates on transactions in equity
securities on foreign securities exchanges are generally fixed. Purchases and
sales of fixed-income securities and certain over-the-counter securities are
effected on a net basis, without the payment of brokerage commissions.
Transactions in fixed income and certain over-the-counter securities are
generally placed by the Advisor with the principal market makers for these
securities unless the Advisor reasonably believes more favorable results are
available elsewhere. Transactions with dealers serving as market makers reflect
the spread between the bid and asked prices. Purchases of underwritten issues
will include an underwriting fee paid to the underwriter. Money market
instruments are normally purchased in principal transactions directly from the
issuer or from an underwriter or market maker.
It is likely that the broker-dealers selected based on the considerations
described in this section will include firms that also sell shares of the Funds
to their customers. However, the Advisor does not consider sales of shares of
the Funds as a factor in the selection of broker-dealers to execute portfolio
transactions for the Funds and, accordingly, has implemented policies and
procedures reasonably designed to prevent its traders from considering sales of
shares of the Funds as a factor in the selection of broker-dealers to execute
portfolio transactions for the Funds.
The Advisor is permitted by Section 28(e) of the Securities Exchange Act of
1934, as amended ("1934 Act"), when placing portfolio transactions for a Fund,
to cause the Fund to pay brokerage commissions in excess of that which another
broker-dealer might charge for executing the same transaction in order to obtain
research and brokerage services if the Advisor determines that such commissions
are reasonable in relation to the overall services provided. The Advisor may
from time to time, in reliance on Section 28(e) of the 1934 Act, execute
portfolio transactions with broker-dealers that provide research and brokerage
services to the Advisor. Consistent with the Advisor's policy
44
regarding best execution, where more than one broker is believed to be capable
of providing best execution for a particular trade, the Advisor may take into
consideration the receipt of research and brokerage services in selecting the
broker-dealer to execute the trade. Although certain research and brokerage
services from broker-dealers may be useful to a Fund and to the Advisor, it is
the opinion of the Advisor that such information only supplements its own
research effort since the information must still be analyzed, weighed and
reviewed by the Advisor's staff. To the extent that research and brokerage
services of value are received by the Advisor, the Advisor may avoid expenses
that it might otherwise incur. Research and brokerage services received from a
broker-dealer may be useful to the Advisor and its affiliates in providing
investment management services to all or some of its clients, which includes a
Fund. Services received from broker-dealers that executed securities
transactions for a Portfolio will not necessarily be used by the Advisor
specifically to service such Fund.
Research and brokerage services provided by broker-dealers may include, but are
not limited to, information on the economy, industries, groups of securities,
individual companies, statistical information, accounting and tax law
interpretations, political developments, legal developments affecting portfolio
securities, technical market action, pricing and appraisal services, credit
analysis, risk measurement analysis, performance analysis and measurement and
analysis of corporate responsibility issues. Research and brokerage services are
typically received in the form of written or electronic reports, access to
specialized financial publications, telephone contacts and personal meetings
with security analysts, but may also be provided in the form of access to
various computer software and meetings arranged with corporate and industry
representatives.
The Advisor may also select broker-dealers and obtain from them research and
brokerage services that are used in connection with executing trades provided
that such services are consistent with interpretations under Section 28(e) of
the 1934 Act. Typically, these services take the form of computer software
and/or electronic communication services used by the Advisor to facilitate
trading activity with those broker-dealers.
Research and brokerage services may include products obtained from third parties
if the Advisor determines that such product or service constitutes brokerage and
research as defined in Section 28(e) and interpretations thereunder. The Advisor
may use brokerage commissions to obtain certain brokerage products or services
that have a mixed use (i.e., it also serves a function that does not relate to
the investment decision-making process). In those circumstances, the Advisor
will make a good faith judgment to evaluate the various benefits and uses to
which it intends to put the mixed use product or service and will pay for that
portion of the mixed use product or service that it reasonably believes does not
constitute research and brokerage services with its own resources.
DIMA will monitor regulatory developments and market practice in the use of
client commissions to obtain research and brokerage services and may adjust its
portfolio transactions policies in response thereto.
Investment decisions for each Fund and for other investment accounts managed by
the Advisor are made independently of each other in light of differing
conditions. However, the same investment decision may be made for two or more of
such accounts. In such cases, simultaneous transactions are inevitable. To the
extent permitted by law, the Advisor may aggregate the securities to be sold or
purchased for a Fund with those to be sold or purchased for other accounts in
executing transactions. Purchases or sales are then averaged as to price and
commission and allocated as to amount in a manner deemed equitable to each
account. While in some cases this practice could have a detrimental effect on
the price paid or received by, or on the size of the position obtained or
disposed of for, the Fund, in other cases it is believed that the ability to
engage in volume transactions will be beneficial to the Fund.
DIMA and its affiliates and the Funds' management team manage other mutual funds
and separate accounts, some of which use short sales of securities as a part of
its investment strategy. The simultaneous management of long and short
portfolios creates potential conflicts of interest including the risk that short
sale activity could adversely affect the market value of the long positions (and
vice versa), the risk arising from sequential orders in long and short
positions, and the risks associated with receiving opposing orders at the same
time.
DIMA has adopted procedures that it believes are reasonably designed to mitigate
these potential conflicts of interest. Incorporated in the procedures are
specific guidelines developed to ensure fair and equitable treatment for all
clients. DIMA and the investment team have established monitoring procedures and
a protocol for supervisory
45
reviews, as well as compliance oversight to ensure that potential conflicts of
interest relating to this type of activity are properly addressed.
Deutsche Bank AG or one of its affiliates (or in the case of a Sub-Advisor, the
Sub-Advisor or one of its affiliates) may act as a broker for the Funds and
receive brokerage commissions or other transaction-related compensation from the
Funds in the purchase and sale of securities, options or futures contracts when,
in the judgment of the Advisor, and in accordance with procedures approved by
the Funds' Boards, the affiliated broker will be able to obtain a price and
execution at least as favorable as those obtained from other qualified brokers
and if, in the transaction, the affiliated broker charges the Funds a rate
consistent with that charged to comparable unaffiliated customers in similar
transactions.
The following shows total brokerage commissions paid for the past three fiscal
years:
DWS Large Cap Value Fund: For the fiscal year ended November 30, 2007, the Fund
paid $2,936,872 in commissions. For the fiscal year ended November 30, 2006, the
Fund paid $3,037,858 in commissions. For the fiscal year ended November 30,
2005, the Fund paid $2,401,727 in commissions. The Fund is required to identify
any securities of its "regular brokers or dealers" (as such term is defined in
Rule 10b-1 under the 1940 Act) that the Fund has acquired during the most recent
fiscal year. As of November 30, 2007 the Fund held the following securities of
its regular brokers or dealers:
Value of Securities Owned as of
November 30, 2007
Name of Regular Broker or Dealer or Parent (Issuer) (in thousands)
- --------------------------------------------------- --------------
Bank of New York Mellon Corp. $33,296
Prudential Financial Inc. $29,117
JP Morgan Chas & Co. $23,722
DWS Dreman Concentrated Value Fund: For the fiscal year ended November 30, 2007,
the Fund paid $48,846in commissions. For the fiscal year ended November 30,
2006, the Fund paid $21,210 in commissions. For the fiscal year ended November
30, 2005, the Fund paid $8,024 in commissions. The Fund is required to identify
any securities of its "regular brokers or dealers" (as such term is defined in
Rule 10b-1 under the 1940 Act) that the Fund has acquired during the most recent
fiscal year. As of November 30, 2007 the Fund held the following securities of
its regular brokers or dealers:
Value of Securities Owned as of
November 30, 2007
Name of Regular Broker or Dealer or Parent (Issuer) (in thousands)
- --------------------------------------------------- --------------
Washington Mutual Inc. $2,428
Bank of America Corp. $3,395
Wachovia Corp. $2,989
DWS Dreman High Return Equity Fund: For the fiscal year ended November 30, 2007,
the Fund paid $3,783,445 in commissions. For the fiscal year ended November 30,
2006, the Fund paid $3,735,553 in commissions. For the fiscal year ended
November 30, 2005, the Fund paid $1,336,370 in commissions. The Fund is required
to identify any securities of its "regular brokers or dealers" (as such term is
defined in Rule 10b-1 under the 1940 Act) that the Fund has acquired during the
most recent fiscal year. As of November 30, 2007 the Fund held the following
securities of its regular brokers or dealers:
Value of Securities Owned as of
November 30, 2007
Name of Regular Broker or Dealer or Parent (Issuer) (in thousands)
- --------------------------------------------------- --------------
Washington Mutual Inc. $257,704
46
Value of Securities Owned as of
November 30, 2007
Name of Regular Broker or Dealer or Parent (Issuer) (in thousands)
- --------------------------------------------------- --------------
PNC Financial Services Group $231,187
Bank of America Corp. $331,977
JP Morgan Chase & Co. $24,113
US Bancorp $138,778
Wachovia Corp. $362,959
DWS Dreman Mid Cap Value Fund: For the fiscal year ended November 30, 2007, the
Fund paid $99,950.41 in commissions. For the fiscal year ended November 30,
2006, the Fund paid $23,086 in commissions. For the fiscal year ended November
30, 2005, the Fund paid $4,977 in commissions. The Fund is required to identify
any securities of its "regular brokers or dealers" (as such term is defined in
Rule 10b-1 under the 1940 Act) that the Fund has acquired during the most recent
fiscal year. As of November 30, 2007 the Fund held the following securities of
its regular brokers or dealers:
Value of Securities Owned as of
November 30, 2007
Name of Regular Broker or Dealer or Parent (Issuer) (in thousands)
- --------------------------------------------------- --------------
Comerica, Inc. $1,250
Marshall & Ilsley Corp. $876
DWS Dreman Small Cap Fund: For the fiscal year ended November 30, 2007, the Fund
paid $3,098,169 in commissions. For the fiscal year ended November 30, 2006, the
Fund paid $3,666,993 in commissions. For the fiscal year ended November 30,
2005, the Fund paid $2,668,544 in commissions. The Fund is required to identify
any securities of its "regular brokers or dealers" (as such term is defined in
Rule 10b-1 under the 1940 Act) that the Fund has acquired during the most recent
fiscal year. As of November 30, 2007 the Fund held the following securities of
its regular brokers or dealers:
Value of Securities Owned as of
November 30, 2007
Name of Regular Broker or Dealer or Parent (Issuer) (in thousands)
- --------------------------------------------------- --------------
Waddell & Reed Financial, Inc. $10,063
Stancorp Financial Group, Inc. $13,903
Apollo Investment Corp. $14,864
Portfolio Turnover
Portfolio turnover rate is defined by the SEC as the ratio of the lesser of
sales or purchases to the monthly average value of such securities owned during
the year, excluding all securities whose remaining maturities at the time of
acquisition were one year or less.
Portfolio turnover rates for the two most recent fiscal years are as follows
(fiscal years ended):
November 30, 2007 November 30, 2006
----------------- -----------------
DWS Large Cap Value Fund 86% 76%
DWS Dreman Concentrated Value Fund 58% 38%
DWS Dreman High Return Equity Fund 27% 32%
47
November 30, 2007 November 30, 2006
----------------- -----------------
DWS Dreman Mid Cap Value Fund 82% 34%
DWS Dreman Small Cap Value Fund 60% 48%
Higher levels of activity by a Fund result in higher transaction costs and may
also result in taxes on realized capital gains to be borne by the Fund's
shareholders. Purchases and sales are made whenever necessary, in the Advisor's
discretion, to meet a Fund's objective.
PURCHASE AND REDEMPTION OF SHARES
General Information
Policies and procedures affecting transactions in Fund shares can be changed at
any time without notice, subject to applicable law. Transactions may be
contingent upon proper completion of application forms and other documents by
shareholders and their receipt by the Fund's agents. Transaction delays in
processing (and changing account features) due to circumstances within or beyond
the control of the Fund and its agents may occur. Shareholders (or their
financial service firms) are responsible for all losses and fees resulting from
bad checks, cancelled orders or the failure to consummate transactions effected
pursuant to instructions reasonably believed to be genuine.
A distribution will be reinvested in shares of the same Fund and class if the
distribution check is returned as undeliverable.
Orders will be confirmed at a price based on the net asset value of a Fund
(including applicable sales charge) next determined after receipt in good order
by DWS-SDI of the order accompanied by payment. However, orders received by
dealers or other financial services firms prior to the determination of net
asset value and received in good order by DWS-SDI prior to the close of its
business day will be confirmed at a price based on the net asset value effective
on that day ("trade date").
Certificates. Share certificates will not be issued. Share certificates now in a
shareholder's possession may be sent to the transfer agent for cancellation and
book-entry credit to such shareholder's account. Certain telephone and other
procedures require book-entry holdings. Shareholders with outstanding
certificates bear the risk of loss.
Use of Financial Services Firms. Investment dealers and other firms provide
varying arrangements for their clients to purchase and redeem a Fund's shares,
including higher minimum investments, and may assess transaction or other fees.
Firms may arrange with their clients for other investment or administrative
services. Such firms may independently establish and charge additional amounts
to their clients for such services. Firms also may hold the Fund's shares in
nominee or street name as agent for and on behalf of their customers. In such
instances, the Fund's transfer agent, DWS-SISC will have no information with
respect to or control over the accounts of specific shareholders. Such
shareholders may obtain access to their accounts and information about their
accounts only from their firm. Certain of these firms may receive compensation
from the Fund through the Shareholder Service Agent for record-keeping and other
expenses relating to these nominee accounts. In addition, certain privileges
with respect to the purchase and redemption of shares or the reinvestment of
dividends may not be available through such firms. Some firms may participate in
a program allowing them access to their clients' accounts for servicing
including, without limitation, transfers of registration and dividend payee
changes; and may perform functions such as generation of confirmation statements
and disbursement of cash dividends. Such firms, including affiliates of DWS-SDI,
may receive compensation from the Fund through the Shareholder Service Agent for
these services.
Each Fund has authorized one or more financial service institutions, including
certain members of the FINRA other than the Distributor ("financial
institutions"), to accept purchase and redemption orders for a Fund's shares.
Such financial institutions may also designate other parties, including plan
administrator intermediaries, to accept purchase and redemption orders on a
Fund's behalf. Orders for purchases or redemptions will be deemed to have been
received by a Fund when such financial institutions or, if applicable, their
authorized designees accept the orders. Subject to the terms of the contract
between a Fund and the financial institution, ordinarily orders will be priced
at a Fund's net asset value next computed after acceptance by such financial
institution or its authorized
48
designees and accepted by a Fund. Further, if purchases or redemptions of a
Fund's shares are arranged and settlement is made at an investor's election
through any other authorized financial institution, that financial institution
may, at its discretion, charge a fee for that service. The Board of Directors
and the Distributor, also the Funds' principal underwriter, each has the right
to limit the amount of purchases by, and to refuse to sell to, any person. The
Directors and the Distributor may suspend or terminate the offering of shares of
a Fund at any time for any reason.
DWS-SDI has adopted an Incentive Plan (the "Plan") covering wholesalers that are
regional vice presidents ("DWS Scudder Wholesalers"). Generally, DWS Scudder
Wholesalers market shares of the DWS funds to financial advisors, who in turn
may recommend that investors purchase shares of a DWS fund. The Plan is an
incentive program that combines a monthly incentive component with a quarterly
strategic bonus component. Under the Plan, DWS Scudder Wholesalers will receive
a monetary monthly incentive based on the amount of sales generated from their
marketing of the funds, and that incentive will differ depending on the product
category of the fund. Each fund is assigned to one of four product
categories--"Core," "Strategic," "Satellite" or "Non-CSS"-taking into
consideration, among other things, the following criteria, where applicable:
o The Fund's 3-year performance;
o The Fund's Morningstar rating;
o Market size for the fund category;
o The Fund's size, including sales and redemptions of the Fund's shares;
o The length of time the Fund's Portfolio Managers have managed the Fund;
and
o The Fund's consistency with DWS Scudder's branding.
This information and other factors are presented to a committee comprised of
representatives from various groups within DWS Scudder, who review on a
quarterly basis the funds assigned to each product category described above, and
make any changes to those assignments at that time. No one factor, whether
positive or negative, determines a fund's placement in a given category; all
these factors together are considered, and the designation of funds in the Core,
Strategic and Satellite categories represents management's judgment based on the
above criteria. In addition, management may consider a fund's profile over the
course of several review periods before making a change to its category
assignment. These category assignments will be posted quarterly to the DWS
funds' Web site at www.dws-scudder.com, approximately one month after the end of
each quarter. DWS Scudder Wholesalers will receive the highest compensation for
Core and Strategic funds, less for Satellite funds and the lowest for Non-CSS
funds. The level of compensation among these categories may differ
significantly.
In the normal course of business, DWS Scudder will from time to time introduce
new funds into the DWS family of funds. As a general rule, all new funds will be
placed in the Strategic compensation category for a minimum period of four
consecutive quarters, and DWS Scudder Wholesalers will be paid at a rate that is
equivalent to that of the Core Fund category. After that four quarter period,
each new fund in the Strategic category will be reviewed by the committee and
either assigned to one of the four categories or continued as a Strategic fund
at that time.
The prospect of receiving, or the receipt of, additional compensation by a DWS
Scudder Wholesaler under the Plan may provide an incentive to favor marketing
the Core, Strategic or Satellite funds over the Non-CSS funds. The Plan,
however, will not change the price that you pay for shares of a fund. The DWS
Scudder Compliance Department monitors DWS Scudder Wholesaler sales and other
activity in an effort to detect unusual activity in the context of the
compensation structure under the Plan. However, investors may wish to take the
Plan and the product category of the fund into account when considering
purchasing a fund or evaluating any recommendations relating to fund shares.
Telephone and Electronic Transaction Procedures. Shareholders have various
telephone, Internet, wire and other electronic privileges available. A Fund or
its agents will not be liable for any losses, expenses or costs arising out of
fraudulent or unauthorized instructions pursuant to these privileges if the Fund
or its agents reasonably believe, based upon reasonable verification procedures,
that the instructions were genuine. Verification procedures include recording
instructions, requiring certain identifying information before acting upon
instructions and sending written
49
confirmations. During periods when it is difficult to contact the Shareholder
Service Agent, it may be difficult to use telephone, wire and other privileges.
QuickBuy and QuickSell. QuickBuy and QuickSell permits the transfer of money via
the Automated Clearing House System (minimum $50 and maximum $250,000) from or
to a shareholder's bank, savings and loan, or credit union account in connection
with the purchase or redemption of Fund shares. Shares purchased by check or
through QuickBuy and QuickSell or Direct Deposit may not be redeemed under this
privilege until such Shares have been owned for at least 10 calendar days.
QuickBuy and QuickSell cannot be used with passbook savings accounts or for
certain tax-deferred plans.
Share Pricing. Purchases will be filled at the net asset value per share next
computed after receipt of the application in good order. The net asset value of
shares of each Fund is calculated at 4:00 p.m. Eastern time or the close of
business on each day the New York Stock Exchange (the "Exchange") is open for
trading. Orders received after the close of regular trading on the Exchange will
be executed at the next business day's net asset value. If the order has been
placed by a member of FINRA, other than the Distributor, it is the
responsibility of the member broker, rather than the Fund, to forward the
purchase order to Transfer Agent in Kansas City by the close of regular trading
on the Exchange.
Dividend Payment Option. Investors may have dividends and distributions
automatically deposited to their predesignated bank account through DWS
Scudder's Dividend Payment Option request form. Shareholders whose predesignated
checking account of record is with a member bank of Automated Clearing House
Network (ACH) can have income and capital gain distributions automatically
deposited to their personal bank account usually within three business days
after the Fund pays its distribution. A Dividend Payment Option request form can
be obtained by visiting our Web site at: www.dws-scudder.com or calling (800)
621-1048. Confirmation Statements will be mailed to shareholders as notification
that distributions have been deposited.
Tax-Sheltered Retirement Plans. The Shareholder Service Agent provides
retirement plan services and documents and DWS-SDI can establish investor
accounts in any of the following types of retirement plans:
o Traditional, Roth and Education IRAs. This includes Savings Incentive
Match Plan for Employees of Small Employers ("SIMPLE"), Simplified
Employee Pension Plan ("SEP") IRA accounts and prototype documents.
o 403(b)(7) Custodial Accounts. This type of plan is available to
employees of most non-profit organizations.
o Prototype money purchase pension and profit-sharing plans may be
adopted by employers.
Brochures describing these plans as well as model defined benefit plans, target
benefit plans, 457 plans, 401(k) plans, simple 401(k) plans and materials for
establishing them are available from the Shareholder Service Agent upon request.
Additional fees and transaction policies and procedures may apply to such plans.
Investors should consult with their own tax advisors before establishing a
retirement plan.
Purchases
Each Fund reserves the right to withdraw all or any part of the offering made by
its prospectus and to reject purchase orders for any reason. Also, from time to
time, each Fund may temporarily suspend the offering of any class of its shares
to new investors. During the period of such suspension, persons who are already
shareholders of such class of such Fund may be permitted to continue to purchase
additional shares of such class and to have dividends reinvested.
To help the government fight the funding of terrorism and money laundering
activities, federal law requires all financial institutions to obtain, verify
and record information that identifies each person who opens an account. For
more information, please see "Policies You Should Know About" in the Funds'
prospectuses.
50
Financial Services Firms' Compensation. Banks and other financial services firms
may provide administrative services related to order placement and payment to
facilitate transactions in shares of the Funds for their clients, and DWS-SDI
may pay them a transaction fee up to the level of the discount or commission
allowable or payable to dealers.
DWS-SDI may, from time to time, pay or allow to firms a 1% commission on the
amount of shares of a Fund sold under the following conditions: (i) the
purchased shares are held in a DWS Scudder IRA account, (ii) the shares are
purchased as a direct "roll over" of a distribution from a qualified retirement
plan account maintained on the subaccount record keeping system maintained for
DWS-branded plans by ADP, Inc. under an alliance with DWS-SDI and its
affiliates, (iii) the registered representative placing the trade is a member of
Executive Council, a group of persons designated by DWS-SDI in acknowledgment of
their dedication to the employee benefit plan area; and (iv) the purchase is not
otherwise subject to a commission. Furthermore, DWS-SDI may, from time to time,
pay or allow to firms a 0.25% commission on the amount of Class R shares of DWS
Dreman High Return Equity Fund sold.
In addition to the discounts or commissions described herein and in the
prospectus, DWS-SDI, the Advisor, or its affiliates may pay or allow additional
discounts, commissions or promotional incentives, in the form of cash, to firms
that sell shares of a Fund. In some instances, such amounts may be offered only
to certain firms that sell or are expected to sell during specified time periods
certain minimum amounts of shares of a Fund, or other Funds underwritten by
DWS-SDI.
Upon notice to all dealers, DWS-SDI may re-allow to dealers up to the full
applicable Class A sales charge during periods and for transactions specified in
such notice and such re-allowances may be based upon attainment of minimum sales
levels. During periods when 90% or more of the sales charge is re-allowed, such
dealers may be deemed to be underwriters as that term is defined in the 1933
Act.
DWS-SDI may at its discretion compensate investment dealers or other financial
services firms in connection with the sale of Class A shares of the Fund in
accordance with the Large Order NAV Purchase Privilege and one of the four
compensation schedules up to the following amounts:
Compensation Schedule #1: Compensation Schedule #2:
Retail Sales and DWS Scudder Flex Plan(1) DWS Scudder Retirement Plans(2)
----------------------------------------- -------------------------------
Amount of As a Percentage of Net Amount of As a Percentage of Net
Shares Sold Asset Value Shares Sold Asset Value
----------- ----------- ----------- -----------
$1 million to $3 million 1.00% Over $3 million 0.00%-0.50%
Over $3 million to $50 million 0.50% -- --
Over $50 million 0.25% -- --
Compensation Schedule #3:
DWS Scudder Choice Plan(3)
--------------------------
Amount of As a Percentage of
Shares Sold Net Asset Value
----------- ---------------
All Amounts 1.00%
(1) For purposes of determining the appropriate commission percentage to be
applied to a particular sale under the foregoing schedule, DWS-SDI will
consider the cumulative amount invested by the purchaser in a Fund and
other Funds listed under "Special Features -- Class A Shares --
Combined Purchases," including purchases pursuant to the "Combined
Purchases," "Letter of Intent" and "Cumulative Discount" features
referred to below.
(2) Compensation Schedules 2 applies to employer sponsored employee benefit
plans using the OmniPlus subaccount record keeping system made
available through ADP, Inc. under an alliance with DWS-SDI and its
affiliates.
51
(3) DWS-SDI compensates UBS Financial 0.50%.
DWS-SDI compensates firms for sales of Class B shares at the time of sale at a
commission rate of up to 3.75% of the amount of Class B shares purchased.
DWS-SDI is compensated by a Fund for services as distributor and principal
underwriter for Class B shares. Except as provided below, for sales of Class C
shares, DWS-SDI advances to firms the first year distribution fee at a rate of
0.75% of the purchase price of such shares, and, for periods after the first
year, DWS-SDI currently pays firms for sales of Class C shares a distribution
fee, payable quarterly, at an annual rate of 0.75% of net assets attributable to
Class C shares maintained and serviced by the firm. For sales of Class C shares
to employer sponsored employee benefit plans using the OmniPlus subaccount
record keeping system made available through ADP, Inc. under an alliance with
DWS-SDI and its affiliates, DWS-SDI does not advance the first year distribution
fee and for periods after the date of sale, DWS-SDI currently pays firms a
distribution fee, payable quarterly, at an annual rate of 0.75% based on net
assets as of the last business day of the month attributable to Class C shares
maintained and serviced by the firm. DWS-SDI is compensated by a Fund for
services as distributor and principal underwriter for Class C shares.
Revenue Sharing
In light of recent regulatory developments, the Advisor, the Distributor and
their affiliates have undertaken to furnish certain additional information below
regarding the level of payments made by them to selected affiliated and
unaffiliated brokers, dealers, participating insurance companies or other
financial intermediaries ("financial advisors") in connection with the sale
and/or distribution of Fund shares or the retention and/or servicing of
investors and Fund shares ("revenue sharing").
The Advisor, the Distributor and/or their affiliates may pay additional
compensation, out of their own assets and not as an additional charge to each
Fund, to financial advisors in connection with the sale and/or distribution of
Fund shares or the retention and/or servicing of Fund investors and Fund shares.
Such revenue sharing payments are in addition to any distribution or service
fees payable under any Rule 12b-1 or service plan of any fund, any record
keeping/sub-transfer agency/networking fees payable by each Fund (generally
through the Distributor or an affiliate) and/or the Distributor to certain
financial advisors for performing such services and any sales charges,
commissions, non-cash compensation arrangements expressly permitted under
applicable rules of FINRA or other concessions described in the fee table or
elsewhere in the Prospectuses or the SAI as payable to all financial advisors.
For example, the Advisor, the Distributor and/or their affiliates may compensate
financial advisors for providing each Fund with "shelf space" or access to a
third party platform or fund offering list, or other marketing programs
including, without limitation, inclusion of each Fund on preferred or
recommended sales lists, mutual fund "supermarket" platforms and other formal
sales programs; granting the Distributor access to the financial advisor's sales
force; granting the Distributor access to the financial advisor's conferences
and meetings; assistance in training and educating the financial advisor's
personnel; and, obtaining other forms of marketing support. The level of revenue
sharing payments made to financial advisors may be a fixed fee or based upon one
or more of the following factors: gross sales, current assets and/or number of
accounts of each Fund attributable to the financial advisor, the particular fund
or fund type or other measures as agreed to by the Advisor, the Distributor
and/or their affiliates and the financial advisors or any combination thereof.
The amount of these payments is determined at the discretion of the Advisor, the
Distributor and/or their affiliates from time to time, may be substantial, and
may be different for different financial advisors based on, for example, the
nature of the services provided by the financial advisor.
The Advisor, the Distributor and/or their affiliates currently make revenue
sharing payments from their own assets in connection with the sale and/or
distribution of DWS Fund shares, or the retention and/or servicing of investors,
to financial advisors in amounts that generally range from .01% up to .50% of
assets of the Fund serviced and maintained by the financial advisor, .10% to
..25% of sales of the Fund attributable to the financial advisor, a flat fee of
$12,500 up to $500,000, or any combination thereof. These amounts are annual
figures typically paid on a quarterly basis and are subject to change at the
discretion of the Advisor, the Distributor and/or their affiliates. Receipt of,
or the prospect of receiving, this additional compensation, may influence your
financial advisor's recommendation of this Fund or of any particular share class
of the Fund. You should review your financial advisor's compensation disclosure
and/or talk to your financial advisor to obtain more information on how this
compensation may have influenced your financial advisor's recommendation of this
Fund.
52
The Advisor, the Distributor and/or their affiliates may also make such revenue
sharing payments to financial advisors under the terms discussed above in
connection with the distribution of both DWS funds and non-DWS funds by
financial advisors to retirement plans that obtain record keeping services from
ADP, Inc. on the DWS Scudder branded retirement plan platform (the "Platform")
with the level of revenue sharing payments being based upon sales of both the
DWS funds and the non-DWS funds by the financial advisor on the Platform or
current assets of both the DWS funds and the non-DWS funds serviced and
maintained by the financial advisor on the Platform.
As of the date hereof, each Fund has been advised that the Advisor, the
Distributor and their affiliates expect that the following firms will receive
revenue sharing payments at different points during the coming year as described
above:
Channel: Broker-Dealers and Financial Advisors
A G Edwards & Sons Inc.
AIG Advisors Group
Ameriprise
Cadaret, Grant & Co. Inc.
Capital Analyst, Incorporated
Citigroup Global Markets, Inc. (dba Smith Barney)
Commonwealth Equity Services, LLP (dba Commonwealth Financial Network)
Deutsche Bank Group
First Clearing/Wachovia Securities
HD Vest Investment Securities, Inc.
ING Group
John Hancock Distributors LLC
LaSalle Financial Services, Inc. (dba ABN Amro)
Linsco/Private Ledger Corp.
M.L. Stern & Co.
Marsh Insurance and Investment Company
Meridien Financial Group
Merrill Lynch, Pierce, Fenner & Smith Inc.
Morgan Stanley
Oppenheimer & Co., Inc.
Raymond James & Associates
Raymond James Financial Services
RBC Dain Rauscher, Inc
Securities America, Inc.
UBS Financial Services
Wells Fargo Investments, LLC
Channel: Cash Product Platform
Allegheny Investments LTD
Bank of New York (Hare & Co.)
Bear, Stearns Securities Corp.
Brown Brothers Harriman
Brown Investment Advisory & Trust Company
Cadaret Grant & Co.
Chicago Mercantile Exchange
D.A. Davidson & Company
Deutsche Bank Group
Emmett A. Larkin Company
Fiduciary Trust Co. -- International
First Southwest Company
Huntleigh Securities
53
Lincoln Investment Planning
LPL Financial Services
Mellon Financial Markets LLC
Penson Financial Services
Pershing Choice Platform
ProFunds Distributors, Inc.
Ridge Clearing & Outsourcing Solutions
Romano Brothers and Company
SAMCO Capital Markets
Smith Moore & Company
Sungard Institutional Brokerage Inc.
US Bancorp
UBS
William Blair & Company
Channel: Third Party Insurance Platforms
Allstate Life Insurance Company of New York
Ameritas Life Insurance Group
American General Life Insurance Company
Annuity Investors Life Insurance Company
Columbus Life Insurance Company
Commonwealth Annuity and Life Insurance Company
Companion Life Insurance Company
Connecticut General Life Insurance Company
Farmers New World Life Insurance Company
Fidelity Security Life Insurance Company
First Allmerica Financial Life Insurance Company
First Great West Life and Annuity Company
Genworth Life Insurance Company of New York
Genworth Life and Annuity Insurance Company
Great West Life and Annuity Insurance Company
Hartford Life Insurance Company
Integrity Life Insurance Company
John Hancock Life Insurance companies
Kemper Investors Life Insurance Company
Lincoln Benefit Life Insurance Company
Lincoln Life & Annuity Company of New York
Lincoln National Life Insurance Company
Massachusetts Mutual Life Insurance Group
MetLife Group
Minnesota Life Insurance Company
Mutual of America Life Insurance Company
National Life Insurance Company
National Integrity Life Insurance Company
Nationwide Group
New York Life Insurance and Annuity Corporation
Phoenix Life Insurance Company
Protective Life Insurance
Provident Mutual Life Insurance
Prudential Insurance Company of America
Sun Life Group
Symetra Life Insurance Company
Transamerica Life Insurance Company
Union Central Life Insurance Company
54
United of Omaha Life Insurance Company
United Investors Life Insurance Company
Western Southern Life Assurance Company
Any additions, modifications or deletions to the financial advisors identified
above that have occurred since the date hereof are not reflected.
The Advisor, the Distributor or their affiliates may enter into additional
revenue sharing arrangements or change or discontinue existing arrangements with
financial advisors at any time without notice.
The prospect of receiving, or the receipt of additional compensation or
promotional incentives described above by financial advisors may provide such
financial advisors and/or their salespersons with an incentive to favor sales of
shares of the DWS Funds or a particular DWS Fund over sales of shares of mutual
funds (or non-mutual fund investments) with respect to which the financial
advisor does not receive additional compensation or promotional incentives, or
receives lower levels of additional compensation or promotional incentives.
Similarly, financial advisors may receive different compensation or incentives
that may influence their recommendation of any particular share class of the
Fund or of other funds. These payment arrangements, however, will not change the
price that an investor pays for Fund shares or the amount that the Fund receives
to invest on behalf of an investor and will not increase Fund expenses. You may
wish to take such payment arrangements into account when considering and
evaluating any recommendations relating to Fund shares and you should discuss
this matter with your financial advisor and review your financial advisor's
disclosures.
Class A Purchases. The public offering price of Class A shares for purchasers
choosing the initial sales charge alternative is the net asset value plus a
sales charge, as set forth below.
Sales Charge
------------
Allowed to Dealers
As a Percentage of As a Percentage of as a Percentage of
Amount of Purchase Offering Price* Net Asset Value** Offering Price
- ------------------ -------------- --------------- --------------
Less than $50,000 5.75% 6.10% 5.20%
$50,000 but less than $100,000 4.50 4.71 4.00
$100,000 but less than $250,000 3.50 3.63 3.00
$250,000 but less than $500,000 2.60 2.67 2.25
$500,000 but less than $1 million 2.00 2.04 1.75
$1 million and over .00*** .00*** ****
* The Offering Price includes the sales charge.
** Rounded to the nearest one-hundredth percent.
*** Redemption of shares may be subject to a contingent deferred sales
charge as discussed below.
**** Commission is payable by DWS-SDI as discussed below.
Class A Quantity Discounts. An investor or the investor's dealer or other
financial services firm must notify the Shareholder Service Agent or DWS-SDI
whenever a quantity discount or reduced sales charge is applicable to a
purchase. In order to qualify for a lower sales charge, all orders from an
organized group will have to be placed through a single investment dealer or
other firm and identified as originating from a qualifying purchaser.
Combined Purchases. A Fund's Class A shares may be purchased at the rate
applicable to the sales charge discount bracket attained by combining same day
investments in Class A shares of any DWS Funds that bear a sales charge.
55
Letter of Intent. The reduced sales charges for Class A shares, as shown in the
applicable prospectus, also apply to the aggregate amount of purchases of Class
A shares of DWS Funds that bear a sales charge made by any purchaser within a
24-month period under a written Letter of Intent ("Letter") provided by DWS-SDI.
The Letter, which imposes no obligation to purchase or sell additional Class A
shares, provides for a price adjustment depending upon the actual amount
purchased within such period. The Letter provides that the first purchase
following execution of the Letter must be at least 5% of the amount of the
intended purchase, and that 5% of the amount of the intended purchase normally
will be held in escrow in the form of shares pending completion of the intended
purchase. If the total investments under the Letter are less than the intended
amount and thereby qualify only for a higher sales charge than actually paid,
the appropriate number of escrowed shares are redeemed and the proceeds used
toward satisfaction of the obligation to pay the increased sales charge. The
Letter for an employer-sponsored employee benefit plan maintained on the
subaccount record keeping system available through ADP, Inc. under an alliance
with DWS-SDI and its affiliates may have special provisions regarding payment of
any increased sales charge resulting from a failure to complete the intended
purchase under the Letter. A shareholder may include the value (at the maximum
offering price, which is determined by adding the maximum applicable sales load
charged to the net asset value) of all Class A shares of such DWS Funds held of
record as of the initial purchase date under the Letter as an "accumulation
credit" toward the completion of the Letter, but no price adjustment will be
made on such shares.
Class A Cumulative Discount. Class A shares of the Fund may also be purchased at
the rate applicable to the discount bracket attained by adding to the cost of
shares being purchased, the value of all Class A shares of DWS Funds that bear a
sales charge (computed at the maximum offering price at the time of the purchase
for which the discount is applicable) already owned by the investor or his or
her immediate family member (including the investor's spouse or life partner and
children or stepchildren age 21 or younger).
For purposes of the Combined Purchases, Letter of Intent and Cumulative Discount
features described above, employer sponsored employee benefit plans using the
Flex subaccount record keeping system available through ADP, Inc. under an
alliance with DWS-SDI and its affiliates may include: (a) Money Market Funds as
"DWS Funds," (b) all classes of shares of any DWS Fund and (c) the value of any
other plan investments, such as guaranteed investment contracts and employer
stock, maintained on such subaccount record keeping system. Once eligible plan
assets under this provision reach the $1,000,000 threshold, a later decline in
assets below the $1,000,000 threshold will not affect the plan's ability to
continue to purchase Class A shares at net asset value.
Class A NAV Sales. Class A shares may be sold at net asset value to:
(a) a current or former director or trustee of Deutsche or DWS mutual
funds;
(b) an employee (including the employee's spouse or life partner and
children or stepchildren age 21 or younger) of Deutsche Bank or its
affiliates or of a Sub-Advisor to any fund in the DWS family of funds
or of a broker-dealer authorized to sell shares of the Fund or service
agents of the Funds;
(c) certain professionals who assist in the promotion of DWS mutual funds
pursuant to personal services contracts with DWS-SDI, for themselves or
members of their families. DWS-SDI in its discretion may compensate
financial services firms for sales of Class A shares under this
privilege at a commission rate of 0.50% of the amount of Class A shares
purchased;
(d) any trust, pension, profit-sharing or other benefit plan for only such
persons listed under the preceding paragraphs (a) and (b);
(e) persons who purchase such shares through bank trust departments that
process such trades through an automated, integrated mutual fund
clearing program provided by a third party clearing firm;
(f) selected employees (including their spouses or life partners and
children or stepchildren age 21 or younger) of banks and other
financial services firms that provide administrative services related
to order placement and payment to facilitate transactions in shares of
the Fund for their clients pursuant to an agreement with DWS-SDI or one
of its affiliates. Only those employees of such banks and other firms
who as part of their usual duties provide services related to
transactions in Fund shares qualify;
56
(g) unit investment trusts sponsored by Ranson & Associates, Inc. and
unitholders of unit investment trusts sponsored by Ranson & Associates,
Inc. or its predecessors through reinvestment programs described in the
prospectuses of such trusts that have such programs;
(h) through certain investment advisors registered under the Investment
Advisers Act of 1940 and other financial services firms acting solely
as agent for their clients, that adhere to certain standards
established by DWS-SDI, including a requirement that such shares be
sold for the benefit of their clients participating in an investment
advisory program or agency commission program under which such clients
pay a fee to the investment advisor or other firm for portfolio
management or agency brokerage services. Such shares are sold for
investment purposes and on the condition that they will not be resold
except through redemption or repurchase by the Fund;
(i) employer sponsored employee benefit plans using the Flex subaccount
recordkeeping system ("Flex Plans") made available through ADP under an
alliance with DWS-SDI and its affiliates, established prior to October
1, 2003, provided that the Flex Plan is a participant-directed plan
that has not less than 200 eligible employees;
(j) investors investing $1 million or more, either as a lump sum or through
the "Combined Purchases," "Letter of Intent" and "Cumulative Discount"
features referred to above (collectively, the "Large Order NAV Purchase
Privilege"). The Large Order NAV Purchase Privilege is not available if
another net asset value purchase privilege is available;
(k) defined contribution investment only plans with a minimum of $1,000,000
in plan assets regardless of the amount allocated to the DWS funds;
In addition, Class A shares may be sold at net asset value in connection with:
(l) the acquisition of the assets of or merger or consolidation with
another investment company, or to shareholders in connection with the
investment or reinvestment of income and capital gain dividends, and
under other circumstances deemed appropriate by DWS-SDI and consistent
with regulatory requirements; and
(m) a direct "roll over" of a distribution from a Flex Plan or from
participants in employer sponsored employee benefit plans maintained on
the OmniPlus subaccount record keeping system made available through
ADP, Inc. under an alliance with DWS-SDI and its affiliates into a DWS
Scudder IRA;
(n) reinvestment of fund dividends and distributions;
(o) exchanging an investment in Class A shares of another fund in the DWS
family of funds for an investment in the fund.
Class A shares also may be purchased at net asset value in any amount by members
of the plaintiff class in the proceeding known as Howard and Audrey Tabankin, et
al. v. Kemper Short-Term Global Income Fund, et al., Case No. 93 C 5231 (N.D.
IL). This privilege is generally non-transferable and continues for the lifetime
of individual class members and for a ten-year period for non-individual class
members. To make a purchase at net asset value under this privilege, the
investor must, at the time of purchase, submit a written request that the
purchase be processed at net asset value pursuant to this privilege specifically
identifying the purchaser as a member of the "Tabankin Class." Shares purchased
under this privilege will be maintained in a separate account that includes only
shares purchased under this privilege. For more details concerning this
privilege, class members should refer to the Notice of (i) Proposed Settlement
with Defendants; and (ii) Hearing to Determine Fairness of Proposed Settlement,
dated August 31, 1995, issued in connection with the aforementioned court
proceeding. For sales of Fund shares at net asset value pursuant to this
privilege, DWS-SDI may in its discretion pay investment dealers and other
financial services firms a concession, payable quarterly, at an annual rate of
up to 0.25% of net assets attributable to such shares maintained and serviced by
the firm. A firm becomes eligible for the concession based upon assets in
57
accounts attributable to shares purchased under this privilege in the month
after the month of purchase and the concession continues until terminated by
DWS-SDI. The privilege of purchasing Class A shares of the Fund at net asset
value under this privilege is not available if another net asset value purchase
privilege also applies.
Class B Purchases. Class B shares of a Fund are offered at net asset value. No
initial sales charge is imposed. Class B shares sold without an initial sales
charge allow the full amount of the investor's purchase payment to be invested
in Class B shares for his or her account. Class B shares have a contingent
deferred sales charge of 4.00% that declines over time (for shares sold within
six years of purchase) and Rule 12b-1 fees, as described in the Funds'
Prospectuses and SAI. Class B shares automatically convert to Class A shares
after six years.
Class C Shares. Class C shares of a fund are offered at net asset value. No
initial sales charge is imposed, which allows the full amount of the investor's
purchase payment to be invested in Class C shares for his or her account. Class
C shares are subject to a contingent deferred sales charge of 1.00% (for shares
sold within one year of purchase) and Rule 12b-1 fees, as described in the
Funds' Prospectuses.
Multi-Class Suitability. DWS-SDI has established the following procedures
regarding the purchase of Class A, Class B and Class C shares. Orders to
purchase Class B shares of $100,000 or more and orders to purchase Class C
shares of $500,000 or more will be declined with the exception of orders
received from financial representatives acting for clients whose shares are held
in an omnibus account and employer-sponsored employee benefit plans using the
subaccount record keeping system ("System") maintained for DWS-branded plans
under an alliance with DWS-SDI and its affiliates ("DWS Scudder Flex Plans" and
"DWS Scudder Choice Plans").
The following provisions apply to DWS Scudder Flex Plans and DWS Scudder Choice
Plans.
a. Class B Share DWS Scudder Flex Plans. Class B shares have not been sold
to DWS Scudder Flex Plans that were established on the System after
October 1, 2003. Orders to purchase Class B shares for a DWS Scudder
Flex Plan established on the System prior to October 1, 2003 that has
regularly been purchasing Class B shares will be invested instead in
Class A shares at net asset value when the combined subaccount value in
DWS Funds or other eligible assets held by the plan is $100,000 or
more. This provision will be imposed for the first purchase after
eligible plan assets reach the $100,000 threshold. A later decline in
assets below the $100,000 threshold will not affect the plan's ability
to continue to purchase Class A shares at net asset value.
b. Class C Share DWS Scudder Flex Plans. Orders to purchase Class C shares
for a DWS Scudder Flex Plan, regardless of when such plan was
established on the System, will be invested instead in Class A shares
at net asset value when the combined subaccount value in DWS Funds or
other eligible assets held by the plan is $1,000,000 or more. This
provision will be imposed for the first purchase after eligible plan
assets reach the $1,000,000 threshold. A later decline in assets below
the $1,000,000 threshold will not affect the plan's ability to continue
to purchase Class A shares at net asset value.
c. Class C Share DWS Scudder Choice Plans. Orders to purchase Class C
shares for a DWS Scudder Choice Plan that has been regularly purchasing
Class C shares will be invested instead in Class A shares at net asset
value when the combined subaccount value in DWS Funds or other eligible
assets held by the plan is $1,000,000 or more. This provision will be
imposed for purchases made beginning in the month after eligible plan
assets reach the $1,000,000 threshold. In addition, as a condition to
being permitted to use the Choice Plan platform, plans must agree that,
within one month after eligible plan assets reach the $1,000,000
threshold, all existing Class C shares held in the plan will be
automatically converted to Class A shares.
The procedures above do not reflect in any way the suitability of a particular
class of shares for a particular investor and should not be relied upon as such.
A suitability determination must be made by investors with the assistance of
their financial representative.
58
Purchase of Institutional Class and Class R Shares. Class R shares are only
available for DWS Dreman High Return Equity Fund. Information on how to buy
Institutional Class and Class R shares is set forth in the section entitled
"Buying and Selling Shares" in the Funds' prospectuses. The following
supplements that information. Investors may invest in Institutional Class shares
by setting up an account directly with a Fund's transfer agent or through an
authorized service agent. The minimum initial investment for Institutional Class
Shares is $1,000,000. The minimum initial investment for Institutional Class
shares may be waived in certain circumstances. These minimum amounts may be
changed at any time in management's discretion.
Investors may invest in Class R shares through certain retirement and other
plans. There are no minimum investments for Class R shares. Class R shares are
subject to an annual distribution and shareholder servicing fee of 0.50% (0.25%
distribution fee and 0.25% shareholder service fee). Employer-sponsored
retirement plans include: all Section 401(a) and 457 plans, certain Section
403(b)(7) plans; 401 (k) profit sharing, money purchase pension and defined
benefit plans; and non-qualified deferred compensation plans.
You may buy Class R shares if you are a participant in any of the following
types of employer sponsored plans that offer R shares of the fund:
o All section 401(a) and 457 plans
o Certain section 403(b)(7) plans
o 401(k), profit sharing, money purchase pension and defined benefit
plans
o Non-qualified deferred compensation plans
DWS Dreman High Return Equity Fund's transfer agent monitors transactions in
Class R shares to help to ensure that investors purchasing Class R shares meet
the above eligibility requirements. If the transfer agent is unable to verify
that an investor meets the eligibility requirements for Class R, either
following receipt of a completed application form within time frames established
by the fund or as part of its ongoing monitoring, the transfer agent may take
corrective action up to and including canceling the purchase order or redeeming
the account.
Investors who establish shareholder accounts directly with a Fund's transfer
agent should submit purchase and redemption orders as described in the
prospectuses. Additionally, the Funds have authorized brokers to accept purchase
and redemption orders for Institutional Class shares, as well as Class A, B, C
and R shares, as applicable, for each Fund. Brokers, including authorized
brokers of service organizations, are, in turn, authorized to designate other
intermediaries to accept purchase and redemption orders on a Fund's behalf.
Investors who invest through brokers, service organizations or their designated
intermediaries may be subject to minimums established by their broker, service
organization or designated intermediary.
Investors who invest through authorized brokers, service organizations or their
designated intermediaries should submit purchase and redemption orders directly
to their broker, service organization or designated intermediary. The broker or
intermediary may charge you a transaction fee. A Fund will be deemed to have
received a purchase or redemption order when an authorized broker, service
organization or, if applicable, an authorized designee accepts the order. Shares
of a Fund may be purchased or redeemed on any Business Day at the net asset
value next determined after receipt of the order, in good order, by the Funds'
transfer agent.
To sell shares in a retirement account other than an IRA, your request must be
made in writing, except for exchanges to other eligible funds in the DWS family
of funds, which can be requested by phone or in writing.
To sell shares by bank wire you will need to sign up for these services in
advance when completing your account application.
Automatic Investment Plan. A shareholder may purchase shares of the Fund through
an automatic investment program. With the Direct Deposit Purchase Plan ("Direct
Deposit"), investments are made automatically (minimum $500 and maximum $250,000
for initial investments and a minimum of $50 and maximum of $250,000 for
subsequent investments) from the shareholder's account at a bank, savings and
loan or credit union into the
59
shareholder's Fund account. Termination by a shareholder will become effective
within thirty days after the Shareholder Service Agent has received the request.
The Funds may immediately terminate a shareholder's Direct Deposit in the event
that any item is unpaid by the shareholder's financial institution.
Minimum Subsequent Investment Policies. For current shareholders of Class A, B,
C or R shares there is a $50 minimum investment requirement for subsequent
investments in the fund. There is no minimum subsequent investment requirement
in Class A shares for investments on behalf of participants in certain fee-based
and wrap programs offered through financial intermediaries approved by the
Advisor. There is no minimum subsequent investment required for Institutional
Class Shares.
Payroll Investment Plans. A shareholder may purchase shares through Payroll
Direct Deposit or Government Direct Deposit. Under these programs, all or a
portion of a shareholder's net pay or government check is invested each payment
period. A shareholder may terminate participation in these programs by giving
written notice to the shareholder's employer or government agency, as
appropriate. (A reasonable time to act is required.) A Fund is not responsible
for the efficiency of the employer or government agency making the payment or
any financial institutions transmitting payments.
It is our policy to offer purchase privileges to current or former directors or
trustees of the Deutsche or DWS Scudder mutual funds, employees, their spouses
or life partners and children or stepchildren age 21 or younger of Deutsche Bank
or its affiliates or a Sub-Advisor to any fund in the DWS family of funds or a
broker-dealer authorized to sell shares of the funds. Qualified individuals will
generally be allowed to purchase shares in the class with the lowest expense
ratio, usually the Institutional Class shares. If a fund does not offer
Institutional Class shares, these individuals will be allowed to buy Class A
shares at NAV. The Funds also reserve the right to waive the minimum account
balance requirement for employee and director accounts. Fees generally charged
to IRA accounts will be charged to accounts of employees and directors.
Expedited Purchase Procedures for Existing Shareholders. Shareholders of other
DWS Funds who have submitted an account application and have certified a tax
identification number, clients having a regular investment counsel account with
the Advisor or its affiliates and members of their immediate families, officers
and employees of the Advisor or of any affiliated organization and their
immediate families, members of FINRA, and banks may open an account by wire by
calling (800) 621-1048 for instructions. The investor must send a duly completed
and signed application to the Fund promptly. A subsequent purchase order may be
placed by established shareholders (except by DWS Scudder Individual Retirement
Account (IRA), DWS Scudder Horizon Plan, DWS Scudder Profit Sharing and Money
Purchase Pension Plans, DWS Scudder 401(k) and DWS Scudder 403(b) Plan holders),
members of FINRA, and banks.
Redemptions
Redemption fee. Each Fund imposes a redemption fee of 2% of the total redemption
amount (calculated at net asset value, without regard to the effect of any
contingent deferred sales charge; any contingent deferred sales charge is also
assessed on the total redemption amount without regard to the assessment of the
2% redemption fee) on all fund shares redeemed or exchanged within 15 days of
buying them (either by purchase or exchange). The redemption fee is paid
directly to a Fund, and is designed to encourage long-term investment and to
offset transaction and other costs associated with short-term or excessive
trading. For purposes of determining whether the redemption fee applies, shares
held the longest time will be treated as being redeemed first and shares held
the shortest time will be treated as being redeemed last. The redemption fee is
applicable to fund shares purchased either directly or through a financial
intermediary, such as a broker-dealer. Transactions through financial
intermediaries typically are placed with a Fund on an omnibus basis and include
both purchase and sale transactions placed on behalf of multiple investors.
These purchase and sale transactions are generally netted against one another
and placed on an aggregate basis; consequently the identities of the individuals
on whose behalf the transactions are placed generally are not known to the fund.
For this reason, the fund has undertaken to notify financial intermediaries of
their obligation to assess the redemption fee on customer accounts and to
collect and remit the proceeds to a Fund. However, due to operational
requirements, the intermediaries' methods for tracking and calculating the fee
may be inadequate or differ in some respects from a Fund's.
60
General. Policies and procedures affecting transactions in Fund shares can be
changed at any time without notice, subject to applicable law. Transactions may
be contingent upon proper completion of application forms and other documents by
shareholders and their receipt by a Fund's agents. Transaction delays in
processing (and changing account features) due to circumstances within or beyond
the control of a Fund and its agents may occur. Shareholders (or their financial
service firms) are responsible for all losses and fees resulting from bad
checks, cancelled orders or the failure to consummate transactions effected
pursuant to instructions reasonably believed to be genuine.
In addition, the Funds reserve the right to suspend or postpone redemptions as
permitted pursuant to Section 22(e) of the Investment Company Act of 1940.
Generally, those circumstances are when 1) the New York Stock Exchange is closed
other than customary weekend or holiday closings; 2) trading on the New York
Stock Exchange is restricted; 3) an emergency exists which makes the disposal of
securities owned by a fund or the fair determination of the value of the fund's
net assets not reasonably practicable; or 4) the SEC, by order, permits the
suspension of the right of redemption. Redemption payments by wire may also be
delayed in the event of a non-routine closure of the Federal Reserve wire
payment system.
A request for repurchase (confirmed redemption) may be communicated by a
shareholder through a financial services firm to DWS-SDI, which firms must
promptly submit orders to be effective.
Redemption requests must be unconditional. Redemption requests (and a stock
power for certificated shares) must be duly endorsed by the account holder. As
specified in the prospectus, signatures may need to be guaranteed by a
commercial bank, trust company, savings and loan association, federal savings
bank, member firm of a national securities exchange or other financial
institution permitted by SEC rule. Additional documentation may be required,
particularly from institutional and fiduciary account holders, such as
corporations, custodians (e.g., under the Uniform Transfers to Minors Act),
executors, administrators, trustees or guardians.
If the proceeds of the redemption (prior to the imposition of any contingent
deferred sales charge) are $100,000 or less and the proceeds are payable to the
shareholder of record at the address of record, normally a telephone request or
a written request by any one account holder without a signature guarantee is
sufficient for redemptions by individual or joint account holders, and trust,
executor and guardian account holders, provided the trustee, executor or
guardian is named in the account registration. Other institutional account
holders may exercise this special privilege of redeeming shares by telephone
request or written request without signature guarantee subject to the same
conditions as individual account holders, provided that this privilege has been
pre-authorized by the institutional account holder by written instruction to the
Shareholder Service Agent with signatures guaranteed. This privilege may not be
used to redeem shares held in certificated form and may not be used if the
shareholder's account has had an address change within 15 days of the redemption
request.
Wires. Delivery of the proceeds of a wire redemption of $250,000 or more may be
delayed by a Fund for up to seven days if a Fund or the Shareholder Service
Agent deems it appropriate under then-current market conditions. The ability to
send wires is limited by the business hours and holidays of the firms involved.
A Fund is not responsible for the efficiency of the federal wire system or the
account holder's financial services firm or bank. The account holder is
responsible for any charges imposed by the account holder's firm or bank. To
change the designated account to receive wire redemption proceeds, send a
written request to the Fund Shareholder Service Agent with signatures guaranteed
as described above or contact the firm through which Fund shares were purchased.
Automatic Withdrawal Plan. The owner of $5,000 or more of a class of the Fund's
shares at the offering price (net asset value plus, in the case of Class A
shares, the initial sales charge) may provide for the payment from the owner's
account of any requested dollar amount to be paid to the owner or a designated
payee monthly, quarterly, semiannually or annually. The $5,000 minimum account
size is not applicable to IRAs. The minimum periodic payment is $50. The maximum
annual rate at which shares subject to CDSC may be redeemed is 12% of the net
asset value of the account. Shares are redeemed so that the payee should receive
payment approximately the first of the month. Investors using this Plan must
reinvest Fund distributions.
Non-retirement plan shareholders may establish an Automatic Withdrawal Plan (the
"Plan") to receive monthly, quarterly or periodic redemptions from their account
for any designated amount of $50 or more. Shareholders may
61
designate which day they want the automatic withdrawal to be processed. The
check amounts may be based on the redemption of a fixed dollar amount, fixed
share amount, percent of account value or declining balance. The Plan provides
for income dividends and capital gains distributions, if any, to be reinvested
in additional shares. Shares are then liquidated as necessary to provide for
withdrawal payments. Since the withdrawals are in amounts selected by the
investor and have no relationship to yield or income, payments received cannot
be considered as yield or income on the investment and the resulting
liquidations may deplete or possibly extinguish the initial investment and any
reinvested dividends and capital gains distributions. Any such requests must be
received by a Fund's transfer agent ten days prior to the date of the first
automatic withdrawal. An Automatic Withdrawal Plan may be terminated at any time
by the shareholder, the Corporation or its agent on written notice, and will be
terminated when all shares of a Fund under the Plan have been liquidated or upon
receipt by the Trust of notice of death of the shareholder.
The purchase of Class A shares while participating in an automatic withdrawal
plan will ordinarily be disadvantageous to the investor because the investor
will be paying a sales charge on the purchase of shares at the same time that
the investor is redeeming shares upon which a sales charge may have already been
paid. Therefore, a Fund will not knowingly permit additional investments of less
than $2,000 if the investor is at the same time making systematic withdrawals.
Contingent Deferred Sales Charge (CDSC). The following example will illustrate
the operation of the CDSC. Assume that an investor makes a single purchase of
$10,000 of the Fund's Class B shares and that 16 months later the value of the
shares has grown by $1,000 through reinvested dividends and by an additional
$1,000 of share appreciation to a total of $12,000. If the investor were then to
redeem the entire $12,000 in share value, the CDSC would be payable only with
respect to $10,000 because neither the $1,000 of reinvested dividends nor the
$1,000 of share appreciation is subject to the charge. The charge would be at
the rate of 3.00% ($300) because it was in the second year after the purchase
was made.
The rate of the CDSC is determined by the length of the period of ownership.
Investments are tracked on a monthly basis. The period of ownership for this
purpose begins the first day of the month in which the order for the investment
is received. For example, an investment made in March of the year of investment
will be eligible for the second year's charge if redeemed on or after March of
the following year. In the event no specific order is requested when redeeming
shares subject to a CDSC, the redemption will be made first from shares
representing reinvested dividends and then from the earliest purchase of shares.
DWS-SDI receives any CDSC directly. The charge will not be imposed upon
redemption of reinvested dividends or share appreciation.
The Class A CDSC will be waived in the event of:
(a) redemptions by a participant-directed qualified retirement plan
described in Code Section 401(a), a participant-directed non-qualified
deferred compensation plan described in Code Section 457 or a
participant-directed qualified retirement plan described in Code
Section 403(b)(7) which is not sponsored by a K-12 school district;
(b) redemptions by employer-sponsored employee benefit plans using the
subaccount record keeping system made available through ADP, Inc. under
an alliance with DWS-SDI and its affiliates;
(c) redemption of shares of a shareholder (including a registered joint
owner) who has died or is disabled (under certain circumstances);
(d) redemption of shares of a shareholder (including a registered joint
owner) who after purchase of the shares being redeemed becomes totally
disabled (as evidenced by a determination by the federal Social
Security Administration);
(e) redemptions under the Fund's Automatic Withdrawal Plan at a maximum of
12% per year of the net asset value of the account;
62
(f) redemptions of shares whose dealer of record at the time of the
investment notifies DWS-SDI that the dealer waives the discretionary
commission applicable to such Large Order NAV Purchase; and
(g) redemptions for certain loan advances, hardship provisions or returns
of excess contributions from retirement plans.
The Class B CDSC will be waived for the circumstances set forth in items (c),
(d), (e) and (g) for Class A shares. In addition, this CDSC will be waived:
(h) for redemptions made pursuant to any IRA systematic withdrawal based on
the shareholder's life expectancy including, but not limited to,
substantially equal periodic payments described in Internal Revenue
Code Section 72(t)(2)(A)(iv) prior to age 59 1/2;
(i) for redemptions to satisfy required minimum distributions after age 70
1/2 from an IRA account (with the maximum amount subject to this waiver
being based only upon the shareholder's DWS Scudder IRA accounts); and
(j) in connection with the following redemptions of shares held by employer
sponsored employee benefit plans maintained on the subaccount record
keeping system made available through ADP under an alliance with
DWS-SDI and its affiliates: (1) to satisfy participant loan advances
(note that loan repayments constitute new purchases for purposes of the
CDSC and the conversion privilege), (2) in connection with retirement
distributions (limited at any one time to 12% of the total value of
plan assets invested in the Fund), (3) in connection with distributions
qualifying under the hardship provisions of the Internal Revenue Code,
(4) representing returns of excess contributions to such plans and (5)
in connection with direct "roll over" distributions from a Flex Plan
into a DWS Scudder IRA under the Class A net asset value purchase
privilege.
The Class C CDSC will be waived for the circumstances set forth in items (b),
(c), (d), (e) and (g) for Class A shares and for the circumstances set forth in
items (h) and (i) for Class B shares. In addition, this CDSC will be waived for:
(k) redemption of shares by an employer sponsored employee benefit plan
that offers funds in addition to DWS Funds and whose dealer of record
has waived the advance of the first year administrative service and
distribution fees applicable to such shares and agrees to receive such
fees quarterly; and
(l) redemption of shares purchased through a dealer-sponsored asset
allocation program maintained on an omnibus record-keeping system
provided the dealer of record had waived the advance of the first year
administrative services and distribution fees applicable to such shares
and has agreed to receive such fees quarterly.
Reinvestment Privilege. A shareholder who has redeemed Class A shares of a Fund
(other than Class A shares of the money funds purchased directly at net asset
value) may reinvest up to the full amount redeemed at net asset value at the
time of the reinvestment in Class A shares of a Fund. A shareholder of a Fund
who redeems Class A shares purchased under the Large Order NAV Purchase
Privilege (see "Purchase, Repurchase and Redemption of Shares - Initial Sales
Charge Alternative - Class A Shares") or Class B shares or Class C shares incurs
a contingent deferred sales charge may reinvest up to the full amount redeemed
at net asset value at the time of the reinvestment in Class A shares, Class B
shares or Class C shares, as the case may be, of a Fund. The amount of any
contingent deferred sales charge also will be reinvested. These reinvested
shares will retain their original cost and purchase date for purposes of the
contingent deferred sales charge. Also, a holder of Class B or Class C shares
who has redeemed shares may reinvest up to the full amount redeemed, less any
applicable contingent deferred sales charge that may have imposed upon the
redemption of such shares, at net asset value in Class A shares of a Fund.
Purchases through the reinvestment privilege are subject to the minimum
investment requirements applicable to the sharing being purchased. The
reinvestment privilege can be used only once as to any specific shares and
reinvestment must be effected within six months of the redemption. If a loss is
realized on the redemption of a Funds' shares, the reinvestment in the same Fund
may be subject to the "wash sale" rules if made within 30 days of the
redemption, resulting in a postponement of the recognition of such loss for
federal income tax purposes. In
63
addition, upon a reinvestment, the shareholder may not be permitted to take into
account sales charges incurred on the original purchase of shares in computing
their taxable gain or loss. The reinvestment privilege may be terminated or
modified at any time.
In-kind Redemptions. A Fund reserves the right to honor any request for
redemption or repurchase by making payment in whole or in part in readily
marketable securities. These securities will be chosen by a Fund and valued as
they are for purposes of computing a Fund's net asset value. A redeeming
shareholder who receives such securities will be subject to federal income tax
in the same manner as if a cash distribution had been received. A shareholder
may incur transaction expenses in converting these securities to cash.
Exchanges
Shareholders may request a taxable exchange of their shares for shares of the
corresponding class of other DWS Funds without imposition of a sales charge,
subject to the provisions below. For purposes of calculating any CDSC, amounts
exchanged retain their original cost and purchase date.
Shares of money market funds that were acquired by purchase (not including
shares acquired by dividend reinvestment) are subject to the applicable sales
charge on exchange. Certain series of DWS Target Fund are available on exchange
only during the offering period for such series as described in the applicable
prospectus. Tax Free Money Fund -- Investment Class, NY Tax-Free Money Fund
- --Investment Class, Treasury Money Fund -- Investment Class, Money Market Fund
- -- Investment Class, Cash Management Fund Institutional, Cash Reserves Fund
Institutional, Treasury Money Fund -- Institutional Class, Cash Reserve Fund,
Inc. Prime Series, Tax-Exempt California Money Market Fund, Cash Account Trust
and Investors Cash Trust are available on exchange but only through a financial
services firm having a services agreement with DWS-SDI. All exchanges among
money funds must meet applicable investor eligibility and investment
requirements. Exchanges may only be made for funds that are available for sale
in the shareholder's state of residence. Currently, Tax-Exempt California Money
Market Fund is available for sale only in California.
Shareholders must obtain prospectuses of the Funds they are exchanging into from
dealers, other firms or DWS-SDI. Exchanges are taxable transactions for federal
income tax purposes.
Automatic Exchange Plan (not applicable to Class R shares). The owner of $1,000
or more of any class of shares of a DWS Fund may authorize the automatic
exchange of a specified amount ($50 minimum) of such shares for shares of the
same class of another such DWS Fund. Exchanges will be made automatically until
the shareholder or the Fund terminates the privilege. Exchanges are subject to
the terms and conditions described above.
Multi-Class Conversions. For purposes of conversion to Class A shares, shares
purchased through the reinvestment of dividends and other distributions paid
with respect to Class B shares in a shareholder's Fund account will be converted
to Class A shares on a pro rata basis.
Dividends
Each Fund intends to follow the practice of distributing substantially all of
its investment company taxable income, which includes any excess of net realized
short-term capital gains over net realized long-term capital losses. A Fund may
follow the practice of distributing the entire excess of net realized long-term
capital gains over net realized short-term capital losses. However, each Fund
may retain all or part of such gain for reinvestment, after paying the related
federal taxes for which certain shareholders may then be able to claim a credit
against their federal income tax liability. If a Fund does not distribute the
amount of capital gain and/or ordinary income required to be distributed by an
excise tax provision of the Code, the Fund may be subject to that excise tax. In
certain circumstances, a Fund may determine that it is in the interest of
shareholders to distribute less than the required amount.
DWS Dreman Mid Cap Value Fund and DWS Dreman Small Cap Value Fund intend to
distribute dividends from their net investment income excluding short-term
capital gains annually and DWS Large Cap Value Fund, DWS
64
Dreman Concentrated Value Fund and DWS Dreman High Return Equity Fund each
intend to distribute dividends from its net investment income excluding
short-term capital gains quarterly in March, June, September and December each
year. Each Fund intends to distribute net realized capital gains after
utilization of capital loss carryforwards, if any, annually to prevent
application of a federal excise tax. An additional distribution may be made, if
necessary.
Any dividends or capital gains distributions declared in October, November or
December with a record date in such a month and paid during the following
January will be treated by shareholders for federal income tax purposes as if
received on December 31 of the calendar year declared.
Dividends paid by the Fund with respect to each class of its shares will be
calculated in the same manner, at the same time and on the same day.
The level of income dividends per share (as a percentage of net asset value)
will be lower for Class B and Class C shares than for Class A shares primarily
as a result of the distribution services fee applicable to Class B and Class C
shares. Distributions of capital gains, if any, will be paid in the same amount
for each class.
Income and capital gain dividends, if any, of a Fund will be credited to
shareholder accounts in full and fractional shares of the same class of the Fund
at net asset value on the reinvestment date, except that, upon written request
to the Shareholder Service Agent, a shareholder may select one of the following
options:
1. To receive income and short-term capital gain dividends in cash and
long-term capital gain dividends in shares of the same class at net
asset value; or
2. To receive income and capital gain dividends in cash.
Dividends will be reinvested in shares of the same class of a Fund unless
shareholders indicate in writing that they wish to receive them in cash or in
shares of other DWS Funds with multiple classes of shares or DWS Funds as
provided in the prospectus. To use this privilege of investing dividends of a
Fund in shares of another DWS Fund, shareholders must maintain a minimum account
value of $1,000 in the Fund distributing the dividends. The Fund will reinvest
dividend checks (and future dividends) in shares of that same Fund and class if
checks are returned as undeliverable. Dividends and other distributions of the
Fund in the aggregate amount of $10 or less are automatically reinvested in
shares of the same Fund and class unless the shareholder requests in writing
that a check be issued for that particular distribution.
If an investment is in the form of a retirement plan, all dividends and capital
gains distributions must be reinvested into the shareholder's account.
If a shareholder has elected to reinvest any dividends and/or other
distributions, such distributions will be made in shares of that Fund and
confirmations will be mailed to each shareholder. If a shareholder has chosen to
receive cash, a check will be sent. Distributions of investment company taxable
income and net realized capital gains are taxable, whether made in shares or
cash.
Each distribution is accompanied by a brief explanation of the form and
character of the distribution. The characterization of distributions on such
correspondence may differ from the characterization for federal income tax
purposes. In January of each year each Fund issues to each shareholder a
statement of the federal income tax status of all distributions in the prior
calendar year.
Each Fund may at any time vary its foregoing dividend practices and, therefore,
reserves the right from time to time to either distribute or retain for
reinvestment such of its net investment income and its net short-term and
long-term capital gains as its Board determines appropriate under the then
current circumstances. In particular, and without limiting the foregoing, a Fund
may make additional distributions of net investment income or net capital gain
in order to satisfy the minimum distribution requirements contained in the Code.
65
TAXES
The following is intended to be a general summary of certain US federal income
tax consequences of investing in the Funds. It is not intended as a complete
discussion of all such consequences, nor does it purport to deal with all
categories of investors. This discussion reflects the applicable tax laws of the
United States as of the date of this Statement of Additional Information, which
tax laws may change or be subject to new interpretation by the courts or the
IRS, possibly with retroactive effect. Investors are therefore advised to
consult with their tax advisors before making an investment in a Fund.
Each Fund has elected to be treated as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code") and
has qualified as such since its inception. Each Fund intends to continue to so
qualify in each taxable year as required under the Code so that it will not be
subject to federal income tax on the income and gains that it distributes to
shareholders. In order to qualify as a regulated investment company, each Fund
must meet certain requirements regarding the source of its income and the
diversification of its assets. Each Fund is required to distribute to its
shareholders at least 90 percent of its taxable and tax-exempt net investment
income (including net short-term capital gain) and generally is not subject to
federal income tax to the extent that it distributes annually such net
investment income and net capital gains in the manner required under the Code.
If for any taxable year a Fund does not qualify for the special federal income
tax treatment afforded regulated investment companies, all of its taxable income
will be subject to federal income tax at regular corporate rates (without any
deduction for distributions to its shareholders, and all distributions from
earnings and profits, including any distributions of net tax-exempt income and
net long-term capital gains, will be taxable to shareholders as dividends. Such
dividends however would generally be eligible (i) to be treated as "qualified
dividend income," in the case of individual and other noncorporate shareholders,
subject to reduced rates of federal income taxation for taxable years beginning
before January 1, 2011, and (ii) for the 70% dividends received deduction in the
case of corporate shareholders.).
Each Fund is subject to a nondeductible 4% federal excise tax on amounts
required to be but not distributed under a prescribed formula. The formula
requires payment to shareholders during a calendar year of distributions
representing at least 98% of the Fund's taxable ordinary income for the calendar
year and at least 98% of the excess of its capital gains over capital losses
realized during the one-year period ending October 31 (in most cases) of such
year as well as amounts that were neither distributed nor taxed to the Fund
during the prior calendar year. Although each Fund's distribution policies
should enable it to avoid excise tax liability, a Fund may retain (and be
subject to income and/or excise tax on) a portion of its capital gain or other
income if it appears to be in the interest of such Fund.
For federal income tax purposes, distributions of investment company taxable
income (as such is defined in the Code) are generally taxable as ordinary
income, except as discussed below. Taxes on distributions of capital gains are
determined by how long the applicable Fund owned the investments that generated
the gains, rather than how long a shareholder has owned his or her shares.
Distributions of net capital gains from the sale of investments that the Fund
owned for more than one year and that are properly designated by the Fund as
capital gain dividends will be taxable to shareholders as long-term capital
gains. Distributions of gains derived from the sale of investments that the Fund
owned for one year or less will be taxable as ordinary income. For taxable years
beginning on or before December 31, 2010, distributions of investment company
taxable income designated by the Fund as derived from "qualified dividend
income" will be taxed in the hands of individuals and other noncorporate
shareholders at the rates applicable to long-term capital gain, provided certain
holding period and other requirements are met at both the shareholder and Fund
level.
In general, a dividend will not be treated as qualified dividend income (at
either the Fund or shareholder level), (1) if the dividend is received with
respect to any share of stock held for fewer than 61 days during the 121-day
period beginning on the date which is 60 days before the date on which such
share becomes ex-dividend with respect to such dividend (or, in the case of
certain preferred stock, 91 days during the 181-day period beginning 90 days
before such date), (2) to the extent that the recipient is under an obligation
(whether pursuant to a short sale or otherwise) to make related payments with
respect to positions in substantially similar or related property, (3) if the
recipient elects
66
to have the dividend income treated as investment income for purposes of the
limitation on deductibility of investment interest, or (4) if the dividend is
received from certain foreign corporations.
Dividends from domestic corporations may comprise a substantial part of each
Fund's gross income. If any such dividends constitute a portion of a Fund's
gross income, a portion of the income distributions of a Fund may be eligible
for the 70% deduction for dividends received by corporations. Shareholders will
be informed of the portion of dividends which so qualify. The dividends-received
deduction is reduced to the extent the shares of a Fund with respect to which
the dividends are received are treated as debt-financed under federal income tax
law and is eliminated if either those shares or the shares of a Fund are deemed
to have been held by the Fund or the shareholder, as the case may be, for less
than 46 days during the 91-day period beginning 45 days before the shares become
ex-dividend.
Any gain resulting from the sale or exchange of Fund shares generally will be
taxable as capital gains. If a shareholder held such shares for more than one
year, the gain will be a long-term capital gain. Long-term capital gain rates
applicable to individuals have been temporarily reduced, in general, to 15% with
lower rates applying to taxpayers in the 10% and 15% rate brackets, for taxable
years beginning on or before December 31, 2010. Any loss realized upon the
redemption of shares held for six months or less at the time of redemption will
be treated as a long-term capital loss to the extent of any amounts treated as
distributions of long-term capital gain during such six-month period.
Furthermore, any loss from the sale or redemption of shares held six months or
less generally will be disallowed to the extent that tax-exempt interest
dividends were paid on such shares.
In some cases, shareholders will not be permitted to take all or a portion of
their sales loads into account for purposes of determining the amount of gain or
loss realized on the disposition of their shares. This prohibition generally
applies where (1) the shareholder incurs a sales load in acquiring the shares of
a Fund, (2) the shares are disposed of before the 91st day after the date on
which they were acquired, and (3) the shareholder subsequently acquires shares
in a Fund or another regulated investment company and the otherwise applicable
sales charge is reduced under a "reinvestment right" received upon the initial
purchase of Fund shares. The term "reinvestment right" means any right to
acquire shares of one or more regulated investment companies without the payment
of a sales load or with the payment of a reduced sales charge. Sales charges
affected by this rule are treated as if they were incurred with respect to the
shares acquired under the reinvestment right. This provision may be applied to
successive acquisitions of fund shares.
Foreign withholding or other foreign taxes with respect to income (possibly
including, in some cases, capital gains) on certain foreign securities may
occur. These taxes may be reduced or eliminated under the terms of an applicable
US income tax treaty. As it is not expected that more than 50% of the value of
total assets will consist of securities issued by foreign corporations, a Fund
will not be eligible to pass through to shareholders its proportionate share of
any foreign taxes paid, with the result that shareholders will not be able to
include in income, and will not be entitled to take any credits or deductions
for such foreign taxes.
Investments in "passive foreign investment companies" could result in fund-level
US federal income tax or other charges on the proceeds from the sales of the
investment in such company; however, this Fund-level tax can be avoided if the
fund makes an election to mark such investment to market annually or treats the
passive foreign investment company as a "qualified electing fund."
A Fund's use of options, futures contracts, forward contracts (to the extent
permitted) and certain other Strategic Transactions will be subject to special
tax rules (including mark-to-market, constructive sale, straddle, wash sale,
short sale and other rules), the effect of which may be to accelerate income,
defer losses, cause adjustments in the holding periods of portfolio securities,
convert capital gains into ordinary income and convert short-term capital losses
into long-term capital losses. These rules could therefore affect the amount,
timing and character of distributions to investors.
Transactions in foreign currencies, foreign investment currency-denominated debt
securities and certain foreign currency options, futures contracts, forward
contracts and similar instruments (to the extent permitted) may give rise to
ordinary income or loss to the extent such income or loss results from
fluctuations in the value of the foreign currency concerned.
67
Under the backup withholding provisions of the Code, redemption proceeds as well
as distributions may be subject to federal income tax withholding for certain
shareholders, including those who fail to furnish a Fund with their taxpayer
identification numbers and certifications as to their tax status.
Shareholders of a Fund may be subject to state and local taxes on distributions
received from the Fund and on redemptions of a Fund's shares. Any shareholder
who is not a US Person (as such term is defined in the Code) should consider the
US and foreign tax consequences of ownership of shares of a Fund, including the
possibility that such a shareholder may be subject to a flat US withholding tax
rate of 30% (or a potentially lower rate under an applicable income tax treaty)
on amounts constituting ordinary income received by him or her, where such
amounts are treated as income from US sources under the Code. Recently enacted
legislation, however, modifies the tax treatment of certain dividends paid by a
Fund to non-US persons. Effective for taxable years of a Fund before January 1,
2008, a Fund will generally not be required to withhold tax on any amounts paid
to a non-US person with respect to dividends attributable to "qualified
short-term gain" (i.e., the excess of short-term capital gain over net long-term
capital loss) designated as such by the Fund and dividends attributable to
certain US source interest income that would not be subject to federal
withholding tax if earned directly by a non-US person, provided such amounts are
properly designated by the Fund.
Capital gains distributions may be reduced if Fund capital loss carryforwards
are available. Any capital loss carryforwards to which a Fund is entitled is
disclosed in a Fund's annual and semi-annual reports to shareholders.
All distributions by a Fund result in a reduction in the net asset value of that
Fund's shares. Should a distribution reduce the net asset value below a
shareholder's cost basis, such distribution would nevertheless be taxable to the
shareholder as ordinary income or capital gain as described above, even though,
from an investment standpoint, it may constitute a partial return of capital. In
particular, investors should be careful to consider the tax implications of
buying shares just prior to a distribution. The price of shares purchased at
that time includes the amount of the forthcoming distribution. Those purchasing
just prior to a distribution will receive a partial return of capital upon the
distribution, which will nevertheless be taxable to them.
Investors are advised to consult their own tax advisors with respect to the
application to their own circumstances of the above-described general federal
income taxation rules and with respect to other federal, state, local or foreign
tax consequences to them on an investment in shares of a Fund.
NET ASSET VALUE
The net asset value of shares of each Fund is computed as of the close of
regular trading on the New York Stock Exchange (the "Exchange") on each day the
Exchange is open for trading (the "Value Time"). The Exchange is scheduled to be
closed on the following holidays: New Year's Day, Dr. Martin Luther King, Jr.
Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving and Christmas, and on the preceding Friday or subsequent Monday
when one of these holidays falls on a Saturday or Sunday, respectively. Net
asset value per share is determined separately for each class of shares by
dividing the value of the total assets of the Fund attributable to the shares of
that class, less all liabilities attributable to that class, by the total number
of shares of that class outstanding. The per share net asset value may be lower
for certain classes of the Fund because of higher expenses borne by these
classes.
An equity security is valued at its most recent sale price on the security's
primary exchange or OTC market as of the Value Time. Lacking any sales, the
security is valued at the calculated mean between the most recent bid quotation
and the most recent asked quotation (the "Calculated Mean") on such exchange or
OTC market as of the Value Time. If it is not possible to determine the
Calculated Mean, the security is valued at the most recent bid quotation on such
exchange or OTC market as of the Value Time. In the case of certain foreign
exchanges or OTC markets, the closing price reported by the exchange or OTC
market (which may sometimes be referred to as the "official close" or the
"official closing price" or other similar term) will be considered the most
recent sale price.
Debt securities are valued as follows. Money market instruments purchased with
an original or remaining maturity of 60 days or less, maturing at par, are
valued at amortized cost. Other money market instruments are valued based on
information obtained from an approved pricing agent or, if such information is
not readily available, by using
68
matrix pricing techniques (formula driven calculations based primarily on
current market yields). Bank loans are valued at prices supplied by an approved
pricing agent (which are intended to reflect the mean between the bid and asked
prices), if available, and otherwise at the mean of the most recent bid and
asked quotations or evaluated prices, as applicable, based on quotations or
evaluated prices obtained from one or more broker-dealers. Privately placed debt
securities, other than Rule 144A debt securities, initially are valued at cost
and thereafter based on all relevant factors, including type of security, size
of holding and restrictions on disposition. Municipal debt securities are valued
at prices supplied by an approved pricing agent (which are intended to reflect
the mean between the bid and asked prices), if available, and otherwise at the
mean of the most recent bid and asked quotations or evaluated price obtained
from a broker-dealer. Other debt securities not addressed above are valued at
prices supplied by an Independent Pricing Service, if available, and otherwise
at the most recent bid quotation or evaluated price, as applicable, obtained
from one or more broker-dealers. If it is not possible to value a particular
debt security pursuant to the above methods, the security is valued on the basis
of factors including (but not limited to) maturity, coupon, creditworthiness,
currency denomination, and the movement of the market in which the security is
normally traded.
An exchange-traded option contract on securities, currencies and other financial
instruments is valued at its most recent sale price on the relevant exchange.
Lacking any sales, the option contract is valued at the Calculated Mean. If it
is not possible to determine the Calculated Mean, the option contract is valued
at the most recent bid quotation in the case of a purchased option contract or
the most recent asked quotation in the case of a written option contract, in
each case as of the Value Time. An option contract on securities, currencies and
other financial instruments traded in the OTC market is valued on the Value Date
at the evaluated price provided by the broker-dealer with which it was traded.
Futures contracts (and options thereon) are valued at the most recent settlement
price, if available, on the exchange on which they are traded most extensively.
With the exception of stock index futures contracts which trade on the Chicago
Mercantile Exchange, closing settlement times are prior to the close of trading
on the New York Stock Exchange. For stock index futures contracts which trade on
the Chicago Mercantile Exchange, closing settlement prices are normally
available at approximately 4:20 Eastern time. If no settlement price is
available, the last traded price on such exchange will be used.
If market quotations for a portfolio asset are not readily available or the
value of a portfolio asset as determined in accordance with Board approved
procedures does not represent the fair market value of the portfolio asset, the
value of the portfolio asset is taken to be an amount which, in the opinion of a
Fund's Pricing Committee (or, in some cases, the Board's Valuation Committee),
represents fair market value. The value of other portfolio holdings owned by
each Fund is determined in a manner which is intended to fairly reflect the fair
market value of the asset on the valuation date, based on valuation procedures
adopted by the Fund's Board and overseen primarily by the Fund's Pricing
Committee.
DIRECTORS AND OFFICERS
The following table presents certain information regarding the Board Members and
Officers of the Funds as of March 1, 2008. Each individual's year of birth is
set forth in parentheses after his or her name. Unless otherwise noted, (i) each
individual has engaged in the principal occupation(s) noted in the table for at
least the most recent five years, although not necessarily in the same capacity,
and (ii) unless otherwise noted, the address of each individual is c/o Deutsche
Asset Management, 222 South Riverside Plaza, Chicago, Illinois 60606. Each Board
Member's term of office extends until the next shareholder's meeting called for
the purpose of electing such Board Member and until the election and
qualification of a successor, or until such Board Member sooner dies, retires,
resigns or is removed as provided in the governing documents of the Corporation.
The following individuals hold the same position with the Fund and the
Corporation.
69
Independent Board Members
- -----------------------------------------------------------------------------------------------------------------
Name, Year of Birth,
Position(s) Held with the Number of Funds
Corporation and Length of Principal Occupation(s) During Past 5 Years and in DWS Fund
Time Served(1) Other Directorships Held Complex Overseen
- -----------------------------------------------------------------------------------------------------------------
Paul K. Freeman (1950) Consultant, World Bank/Inter-American Development Bank; 59
Chairperson since 2007, and formerly, Project Leader, International Institute for Applied
Board Member, 2002-present Systems Analysis (1998-2001); Chief Executive Officer, The Eric
Group, Inc. (environmental insurance) (1986-1998)
- -----------------------------------------------------------------------------------------------------------------
John W. Ballantine (1946) Retired; formerly, Executive Vice President and Chief Risk 59
Board Member, 1999-present Management Officer, First Chicago NBD Corporation/The First
National Bank of Chicago (1996-1998); Executive Vice President
and Head of International Banking (1995-1996). Directorships:
Healthways Inc. (provider of disease and care management
services); Portland General Electric (utility company);
Stockwell Capital Investments PLC (private equity). Former
Directorships: First Oak Brook Bancshares, Inc. and Oak Brook
Bank
- -----------------------------------------------------------------------------------------------------------------
Donald L. Dunaway (1937) Retired; formerly, Executive Vice President, A. O. Smith 59
Board Member, 1980-present Corporation (diversified manufacturer) (1963-1994)
- -----------------------------------------------------------------------------------------------------------------
James R. Edgar (1946) Distinguished Fellow, University of Illinois, Institute of 59
Board Member, 1999-present Government and Public Affairs (1999-present); formerly,
Governor, State of Illinois (1991-1999). Directorships: John
B. Sanfilippo & Son, Inc. (processor/packager/marketer of nuts,
snacks and candy products); Horizon Group Properties, Inc.;
Youbet.com (online wagering platform); Alberto-Culver Company
(manufactures, distributes and markets health and beauty care
products)
- -----------------------------------------------------------------------------------------------------------------
Robert B. Hoffman (1936) Retired; formerly, Chairman, Harnischfeger Industries, Inc. 59
Board Member, 1981-present (machinery for the mining and paper industries) (1999-2001);
prior thereto, Vice Chairman and Chief Financial Officer,
Monsanto Company (agricultural, pharmaceutical and
nutritional/food products) (1994-1999). Directorship: RCP
Advisors, LLC (a private equity investment advisory firm)
- -----------------------------------------------------------------------------------------------------------------
William McClayton (1944) Chief Administrative Officer, Diamond Management & Technology 59
Board Member, 2004-present Consultants, Inc. (global management consulting firm)
(2001-present); formerly, Senior Partner, Arthur Andersen LLP
(accounting) (1966-2001). Directorship: Board of Managers, YMCA
of Metropolitan Chicago. Formerly Trustee, Ravinia Festival
- -----------------------------------------------------------------------------------------------------------------
Shirley D. Peterson (1941) Retired; formerly, President, Hood College (1995-2000); prior 59
Board Member, 1995-present thereto, Partner, Steptoe & Johnson (law firm); Commissioner,
Internal Revenue Service; Assistant Attorney General (Tax), US
Department of Justice. Directorships: Federal Mogul Corp.
(supplier of automotive components and subsystems); AK Steel
(steel production); Goodyear Tire & Rubber Co.
(April 2004-present); Champion Enterprises, Inc. (manufactured
home building); Wolverine World Wide, Inc. (designer,
manufacturer and marketer of footwear) (April 2005-present);
Trustee, Bryn Mawr College. Former Directorship: Bethlehem
Steel Corp.
- -----------------------------------------------------------------------------------------------------------------
70
- -----------------------------------------------------------------------------------------------------------------
Name, Year of Birth,
Position(s) Held with the Number of Funds
Corporation and Length of Principal Occupation(s) During Past 5 Years and in DWS Fund
Time Served(1) Other Directorships Held Complex Overseen
- -----------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth (1940) President, Robert H. Wadsworth & Associates, Inc. (consulting 62
Board Member, 2004-present firm) (1983 to present). Formerly, Trustee of New York Board
DWS Funds.
- -----------------------------------------------------------------------------------------------------------------
Officers(2)
- -----------------------------------------------------------------------------------------------------------------
Name, Date of Birth,
Position(s) Held with the
Corporation and Length of Principal Occupation(s) During Past 5 Years and
Time Served(1) Other Directorships Held
- -----------------------------------------------------------------------------------------------------------------
Michael G. Clark(4) (1965) Managing Director (3), Deutsche Asset Management (2006-present); President of
President, 2006-present DWS family of funds; Director, ICI Mutual Insurance Company (since October
2007); formerly, Director of Fund Board Relations (2004-2006) and Director of
Product Development (2000-2004), Merrill Lynch Investment Managers; Senior Vice
President Operations, Merrill Lynch Asset Management (1999-2000)
- -----------------------------------------------------------------------------------------------------------------
John Millette(5) (1962) Director(3), Deutsche Asset Management
Vice President 2008 -
present, Secretary,
2001-present
- -----------------------------------------------------------------------------------------------------------------
Paul H. Schubert(4) (1963) Managing Director(3), Deutsche Asset Management (since July 2004); formerly,
Chief Financial Officer, Executive Director, Head of Mutual Fund Services and Treasurer for UBS Family of
2004-present Funds (1998-2004); Vice President and Director of Mutual Fund Finance at UBS
Treasurer, 2005-present Global Asset Management (1994-1998)
- -----------------------------------------------------------------------------------------------------------------
Patricia DeFilippis(4) (1963) Vice President, Deutsche Asset Management (since June 2005); formerly, Counsel,
Assistant Secretary, New York Life Investment Management LLC (2003-2005); legal associate, Lord,
2005-present Abbett & Co. LLC (1998-2003)
- -----------------------------------------------------------------------------------------------------------------
Elisa D. Metzger(4) (1962) Director(3), Deutsche Asset Management (since September 2005); formerly,
Assistant Secretary, Counsel, Morrison and Foerster LLP (1999-2005)
2005-present
- -----------------------------------------------------------------------------------------------------------------
Caroline Pearson(5) (1962) Managing Director(3), Deutsche Asset Management
Assistant Secretary,
1998-present
- -----------------------------------------------------------------------------------------------------------------
Paul Antosca(5) Director(3), Deutsche Asset Management (since 2006); formerly, Vice President,
(1957) The Manufacturers Life Insurance Company (U.S.A.) (1990-2006)
Assistant Treasurer,
2007-present
- -----------------------------------------------------------------------------------------------------------------
Jack Clark (5) (1967) Director(3), Deutsche Asset Management (since 2007); formerly, Vice President,
Assistant Treasurer, State Street Corporation (2002-2007)
2008-present
- -----------------------------------------------------------------------------------------------------------------
Kathleen Sullivan D'Eramo(5) Director(3),Deutsche Asset Management
(1957)
Assistant Treasurer,
2003-present
- -----------------------------------------------------------------------------------------------------------------
Diane Kenneally(5) (1966) Director(3), Deutsche Asset Management
Assistant Treasurer,
2008-present
- -----------------------------------------------------------------------------------------------------------------
71
- -----------------------------------------------------------------------------------------------------------------
Name, Date of Birth,
Position(s) Held with the
Corporation and Length of Principal Occupation(s) During Past 5 Years and
Time Served(1) Other Directorships Held
- -----------------------------------------------------------------------------------------------------------------
Jason Vazquez(4) (1972) Vice President, Deutsche Asset Management (since 2006); formerly, AML Operations
Anti-Money Laundering Manager for Bear Stearns (2004-2006), Supervising Compliance Principal and
Compliance Officer, Operations Manager for AXA Financial (1999-2004)
2007-present
- -----------------------------------------------------------------------------------------------------------------
Robert Kloby(4) (1962) Managing Director(3), Deutsche Asset Management (2004-present); formerly, Chief
Chief Compliance Officer, Compliance Officer/Chief Risk Officer, Robeco USA (2000-2004); Vice President,
2006-present The Prudential Insurance Company of America (1988-2000); E.F. Hutton and Company
(1984-1988)
- -----------------------------------------------------------------------------------------------------------------
(1) Length of time served represents the date that each Board Member was
first elected to the common Board which oversees a number of investment
companies, including the Fund, managed by the Advisor. For the officers
of the Fund, length of time served represents the date that each
officer was first elected to serve as an officer of any fund overseen
by the aforementioned common Board.
(2) As a result of their respective positions held with the Advisor, these
individuals are considered "interested persons" of the Fund within the
meaning of the 1940 Act. Interested persons receive no compensation
from the Fund.
(3) Executive title, not a board directorship.
(4) Address: 345 Park Avenue, New York, New York 10154.
(5) Address: Two International Place, Boston, Massachusetts 02110.
Officers' Role with Principal Underwriter: DWS Scudder Distributors, Inc.
Paul H. Schubert: Vice President
Caroline Pearson: Secretary
Philip J. Collora: Assistant Secretary
Board Members' Responsibilities. The officers of the Corporation manage its
day-to-day operations under the direction of the Board. The primary
responsibility of the Board is to represent the interests of the shareholders of
the Fund and to provide oversight of the management of the Fund. All of the
Board Members are not "interested persons" of the Advisor.
The Board has adopted its own Governance Procedures and Guidelines and has
established a number of committees, as described below. For each of the
following committees, the Board has adopted a written charter setting forth the
committees' responsibilities.
Board Committees. The Board oversees a number of investment companies managed by
the Advisor. Information shown below represents meetings held on behalf of all
such funds. The common Board has the following committees:
Audit Committee: The Audit Committee, which consists entirely of Independent
Board Members, makes recommendations regarding the selection of independent
registered public accounting firm for the funds, confers with the independent
registered public accounting firm regarding the funds' financial statements, the
results of audits and related matters, and performs such other tasks as the full
Board deems necessary or appropriate. The Audit Committee receives annual
representations from the independent registered public accounting firm as to its
independence. The members of the Audit Committee are William McClayton (Chair),
Donald L. Dunaway and Robert B. Hoffman. The Audit Committee held eight (8)
meetings during calendar year 2007.
72
Nominating and Governance Committee: The Nominating and Governance Committee,
which consists entirely of Independent Board Members, seeks and reviews
candidates for consideration as nominees for membership on the Board and
oversees the administration of the funds' Governance Procedures and Guidelines.
The members of the Nominating and Governance Committee are Shirley D. Peterson
(Chair), James R. Edgar and William McClayton. Shareholders wishing to submit
the name of a candidate for consideration as a Board member by the committee
should submit their recommendation(s) and resume to the Secretary of the
Corporation. The Nominating and Governance Committee held six (6) meetings
during calendar year 2007.
Contract Review Committee: The Contract Review Committee, which consists
entirely of Independent Board Members, oversees the annual contract review
process. The members of the Contract Review Committee are Paul K. Freeman
(Chair), John W. Ballantine, Donald L. Dunaway, William McClayton and Robert H.
Wadsworth. The Contract Review Committee held two (2) meetings during calendar
year 2007.
Valuation Committee: The Valuation Committee reviews valuation procedures
adopted by the Board, determines fair value of the Fund's securities as needed
in accordance with the valuation procedures and performs such other tasks as the
full Board deems necessary. The members of the Valuation Committee are John W.
Ballantine (Chair), Robert H. Wadsworth, Donald L. Dunaway (alternate) and
William McClayton (alternate). The Valuation Committee held one (1) meeting for
DWS Large Cap Value Fund, DWS Dreman Concentrated Value Fund and DWS Dreman High
Return Equity Fund and two (2) meetings for DWS Dreman Mid Cap Value Fund and
DWS Dreman Small Cap Value Fund during calendar year 2007.
Equity Oversight Committee: The Equity Oversight Committee oversees investment
activities of the DWS equity funds overseen by the Board, such as investment
performance and risk, expenses and services provided under the investment
management agreement. The members of the Equity Oversight Committee are John W.
Ballantine (Chair), James R. Edgar and Robert B. Hoffman. The Equity Oversight
Committee held five (5) meetings during calendar year 2007.
Operations Committee: The Operations Committee oversees the operations of the
funds, such as reviewing administrative fees and expenses, distribution
arrangements, portfolio transaction policies, custody and transfer agency
arrangements and shareholder services. Currently, the members of the Operations
Committee are Robert H. Wadsworth (Chair), John W. Ballantine and James R.
Edgar. The Operations Committee held six (6) meetings during calendar year 2007.
Fixed-Income Oversight Committee: The Fixed-Income Oversight Committee oversees
investment activities of the DWS fixed-income funds overseen by the Board, such
as investment performance and risk, expenses and services provided under the
investment management agreement. The members of the Fixed-Income Oversight
Committee are Donald L. Dunaway (Chair), Shirley D. Peterson and Robert H.
Wadsworth. The Fixed-Income Oversight Committee held five (5) meetings during
calendar year 2007.
Remuneration. Each Independent Board Member receives an annual base retainer,
paid quarterly, and, as applicable, an additional annual fixed fee(s) for
serving as committee member, committee chairperson and/or as the Independent
Board chairperson. The Board Members serve as board members of various other
funds advised by the Advisor. The Advisor supervises a Fund's investments, pays
the compensation and expenses of its personnel who serve as Board Members and
officers on behalf of the Funds and receives a management fee for its services.
The Board established a deferred compensation plan for the Independent Board
Members ("Deferred Compensation Plan"). Under the Deferred Compensation Plan,
the Independent Board Members may defer receipt of all, or a portion, of the
compensation they earn for their services to the Funds, in lieu of receiving
current payments of such compensation. Any deferred amount is treated as though
an equivalent dollar amount has been invested in shares of one or more funds
advised by the Advisor ("Shadow Shares"). Governor Edgar currently has elected
to defer at least a portion of his fees. In addition, previously, Mr. Dunaway
elected to defer fees that were payable, which are now included under the
Deferred Compensation Plan. The equivalent Shadow Shares are reflected below in
the table describing the Board Member's share ownership.
Members of the Board who are officers, directors, employees or stockholders of
the Advisor or its affiliates receive no direct compensation from the Funds,
although they are compensated as employees of the Advisor, or its affiliates,
and as a result may be deemed to participate in fees paid by the Funds. The
Independent Board Members are not entitled to benefits under any fund pension or
retirement plan. The following table shows compensation received by each Board
Member from each Fund and aggregate compensation from the DWS Fund complex
during the calendar year 2007.
73
Pension or Total
Compensation Compensation Compensation Retirement Compensation
Compensation from from Compensation from Benefits Paid to Board
from DWS Dreman DWS Dreman from DWS Dreman Accrued Member from
Name of DWS Large Cap Concentrated High Return DWS Dreman Mid Small Cap as Part of DWS Fund
Board Member Value Fund Value Fund Equity Fund Cap Value Fund Value Fund Fund Expenses Complex(2)(3)(4)
- ------------ ---------- ---------- ----------- -------------- ---------- ------------- ----------------
John W. Ballantine $6,390 $2,050 $11,050 $1,980 $6,630 $0 $215,000
Donald L. Dunaway $6,020 $1,930 $10,450 $1,850 $6,240 $0 $202,500
James R. Edgar(1) $5,655 $1,825 $10,185 $1,756 $5,865 $0 $190,000
Paul K. Freeman $7,870 $2,540 $13,647 $2,448 $8,190 $0 $265,000
Robert B. Hoffman $5,490 $1,760 $9,560 $1,700 $5,700 $0 $185,000
William McClayton $6,090 $1,960 $10,530 $1,890 $6,310 $0 $205,000
Shirley D. Peterson(5) $5,560 $1,790 $9,645 $1,720 $5,780 $0 $187,500
Robert H. Wadsworth $6,090 $1,960 $10,530 $1,890 $6,310 $0 $245,250
(1) Includes deferred fees. Pursuant to a Deferred Compensation Plan, as
discussed above, deferred amounts are treated as though an equivalent
dollar amount has been invested in Shadow Shares (as defined above) of
funds managed by the Advisor in which compensation may be deferred by
Governor Edgar. Total deferred fees (including interest thereon and the
return from the assumed investment in the funds managed by the Advisor)
payable from the Funds to Governor Edgar are $148,538.
(2) For each Board Member, except Mr. Wadsworth, total compensation for
calendar year 2007 includes compensation, as of December 31, 2007, for
service on the boards of 21 trusts/corporations comprised of 59
funds/portfolios. Mr. Wadsworth's total compensation for calendar year
2007 was for service on the boards of 24 trusts/corporations comprised
of 62 funds/portfolios.
(3) Aggregate compensation includes $25,000 paid to Dr. Freeman for
numerous special meetings of an ad hoc committee of the Board in
connection with board consolidation initiatives and $50,000 in annual
retainer fees received by Dr. Freeman as Chairperson of the Board, for
which he served through December 31, 2007.
(4) Does not include $15,000 to be paid to Mr. McClayton in calendar year
2008 for numerous special meetings of an ad hoc committee of the Board
in connection with board consolidation initiatives.
Mr. Freeman, prior to his service as Independent Board Member, served as a board
member of certain funds in the Deutsche Bank complex ("DB Funds"). In connection
with his resignation and the resignation of certain other board members of the
DB Funds on July 30, 2002 (the "Effective Date"), which was part of a
restructuring of the boards overseeing the DB Funds, Deutsche Asset Management,
Inc. ("DAMI") agreed to recommend, and, if necessary obtain, directors and
officers ("D&O") liability insurance coverage for the prior board members,
including Mr. Freeman, that is at least as equivalent in scope and amount to the
D&O coverage provided to the prior board members for the six-year period
following the Effective Date. In the event that D&O insurance coverage is not
available in the commercial marketplace on commercially reasonable terms from a
conventional third party insurer, DeAM reserved the right to provide
substantially equivalent protection in the form of an indemnity or financial
guarantee from an affiliate of DeAM. The D&O policy in effect prior to the
Effective Date provided aggregate coverage of $25,000,000, subject to a $250,000
per claim deductible.
Board Member Fund Ownership. Under the Corporation's Governance Procedures and
Guidelines, the Independent Board Members have established the expectation that
within three years of becoming a Board Member, an Independent Board Member will
have invested an amount in those funds he or she oversees (which shall include
amounts held under a deferred fee agreement that are valued based on "shadow
shares" in such funds) in the aggregate in excess of $150,000. Each interested
Board Member is also encouraged to own an amount of shares (based upon their own
individual judgment) of those funds that he or she oversees that is suitable for
his or her own appropriate investment needs. The following tables set forth each
Board Member's share ownership of the Fund and all funds in the DWS Fund complex
overseen by each Board Member as of December 31, 2007.
74
Dollar Range Dollar Range Aggregate Dollar
Dollar Range of of Securities of Securities Dollar Range Dollar Range of Range of Securities
Securities Owned in DWS Owned in DWS of Securities Securities Owned Owned in All Funds
Owned in DWS Concentrated Dreman High Owned in DWS in DWS Dreman in the DWS Fund
Large Cap Value Value Return Equity Dreman Mid Cap Small Cap Value Complex Overseen by
Name of Board Member Fund Fund Fund Value Fund Fund Board Member
- -------------------- ---- ---- ---- ---------- ---- ------------
John W. Ballantine $10,001-$50,000 None Over None None Over $100,000
$100,000
Donald L. Dunaway* Over $100,000 $10,001-$50,000 Over $100,000 Over $100,000
$50,001-$100,000 $10,001-$50,000
James R. Edgar* None None Over None Over $100,000 Over $100,000
$100,000
Paul K. Freeman None None None $1-$10,000 Over $100,000
$50,001-$100,000
Robert B. Hoffman None None None None None Over $100,000
William McClayton None None None None None
$10,001-$50,000
Shirley D. Peterson $50,001-$100,000 None None None Over $100,000
$50,001-$100,000
Robert H. Wadsworth None None None None None Over $100,000
* The dollar range of shares shown includes shadow shares of certain DWS
family of funds in which Governor Edgar is deemed to be invested
pursuant to the Funds' Deferred Compensation Plan as more fully
described above under "Remuneration."
Ownership in Securities of the Advisor and Related Companies
As reported to the Funds, the information in the following table reflects
ownership by the Independent Board Members and their immediate family members of
certain securities as of December 31, 2007. An immediate family member can be a
spouse, children residing in the same household including step and adoptive
children and any dependents. The securities represent ownership in the Advisor
or principal underwriter of the Funds and any persons (other than a registered
investment company) directly or indirectly controlling, controlled by, or under
common control with the Advisor or principal underwriter of the Funds (including
Deutsche Bank AG).
Value of Percent of
Owner and Securities on Class on an
Independent Relationship to an Aggregate Aggregate
Board Member Board Member Company Title of Class Basis Basis
- ------------ ------------ ------- -------------- ----- -----
John W. Ballantine None
Donald L. Dunaway None
James R. Edgar None
Paul K. Freeman None
Robert B. Hoffman None
William McClayton None
Shirley D. Peterson None
Robert H. Wadsworth None
75
Securities Beneficially Owned
As of February 11, 2008, all Board Members and Officers of each Fund as a group
owned beneficially (as that term is defined is section 13(d) of the Securities
Exchange Act of 1934) less than 1% of the outstanding securities of the Fund.
To the best of each Fund's knowledge, as of February 11, 2008, no person owned
of record or beneficially 5% or more of any class of the Fund's outstanding
shares, except as noted below.
DWS Large Cap Value Fund
Name and Address of Investor Ownership Shares % of Total Shares
- -------------------------------------- ------ -----------------
JENNIFER FERRARI TTEE 2,923,423.67 20.64% of class A
STATE STREET BANK AND TRUST
ADP 401K DAILY VALUATION PROD A
ROSELAND NJ 07068-1739
MORGAN STANLEY & CO. 1,132,177.16 7.99% of class A
HARBORSIDE FINANCIAL CENTER
JERSEY CITY NJ 07311
MORGAN STANLEY & CO. 74,953.94 5.46% of class B
HARBORSIDE FINANCIAL CENTER
JERSEY CITY NJ 07311
CITIGROUP GLOBAL MARKETS INC 71,053.97 5.18% of class B
109801250
ATTN PETER BOOTH 7TH FL
NEW YORK NY 10001-2402
MLPF&S FOR THE SOLE BENEFIT OF 214,549.58 14.59% of class C
ITS CUSTOMERS
ATTN FUND ADMINISTRATION 97EP6
JACKSONVILLE FL 32246-6484
STATE STREET BANK & TRUST CO 1,363,301.84 45.43% of Institutional class
CUST FBO
DWS LIFECOMPASS 2020 FUND
QUINCY MA 02171-2105
STATE STREET BANK & TRUST CO 1,065,235.14 35.50% of Institutional class
CUST FBO
DWS LIFECOMPASS 2015 FUND
QUINCY MA 02171-2105
STATE STREET BANK & TRUST CO 323,786.28 10.79% of Institutional class
CUST FBO
DWS LIFECOMPASS RETIREMENT FUND
QUINCY MA 02171-2105
STATE STREET BANK & TRUST CO 211,617.71 7.05% of Institutional class
CUST FBO
DWS LIFECOMPASS 2030 FUND
QUINCY MA 02171-2105
76
DWS Dreman Concentrated Value Fund
Name and Address of Investor Ownership Shares % of Total Shares
- -------------------------------------- ------ -----------------
MLPF&S FOR THE SOLE BENEFIT OF 80,895.91 6.69% of class C
ITS CUSTOMERS
ATTN FUND ADM 9LPR8
JACKSONVILLE FL 32246-6484
STATE STREET BANK & TRUST CO 127,594.15 33.52% of Institutional class
CUST FBO
DWS LIFECOMPASS 2020 FUND
QUINCY MA 02171-2105
STATE STREET BANK & TRUST CO 99,203.18 26.06% of Institutional class
CUST FBO
DWS LIFECOMPASS 2015 FUND
QUINCY MA 02171-2105
MLPF&S FOR THE SOLE BENEFIT OF 28,047.10 7.37% of Institutional class
ITS CUSTOMERS
ATTN FUND ADM 9LCW6
JACKSONVILLE FL 32246-6484
STATE STREET BANK & TRUST CO 26,033.26 6.84% of Institutional class
CUST FBO
DWS LIFECOMPASS RETIREMENT FUND
QUINCY MA 02171-2105
DWS Dreman Mid Cap Value Fund
Name and Address of Investor Ownership Shares % of Total Shares
- -------------------------------------- ------ -----------------
MLPF&S FOR THE SOLE BENEFIT OF 132,944.12 8.05% of class C
ITS CUSTOMERS
ATTN FUND ADMINISTRATION 9LS15
JACKSONVILLE FL 32246-6484
STATE STREET BANK & TRUST CO 289,023.07 37.08% of Institutional class
CUST FBO
DWS LIFECOMPASS 2015 FUND
QUINCY MA 02171-2105
STATE STREET BANK & TRUST CO 193,480.66
CUST FBO 24.82% of Institutional class
DWS LIFECOMPASS 2020 FUND
QUINCY MA 02171-2105
GREENLEAF TRUST-MAIN OFFICE 1 115,361.18 14.80% of Institutional class
KALAMAZOO MI 49007-4713
STATE STREET BANK & TRUST CO 63,883.31 8.20% of Institutional class
CUST FBO
DWS LIFECOMPASS 2030 FUND
QUINCY MA 02171-2105
77
Name and Address of Investor Ownership Shares % of Total Shares
- -------------------------------------- ------ -----------------
STATE STREET BANK & TRUST CO 63,122.15 8.10% of Institutional class
CUST FBO
DWS LIFECOMPASS RETIREMENT FUND
QUINCY MA 02171-2105
PRUDENTIAL INVESTMENT MANAGEMENT 261,647.61 19.85% of class S
SERVICE FOR THE BENEFIT OF MUTUAL
FUND CLIENTS ATTN PRUCHOICE UNIT
NEWARK NJ 07102-4056
CHARLES SCHWAB & CO INC 139,969.27 10.62% of class S
REINVEST ACCOUNT
ATTN MUTUAL FUND DEPT
SAN FRANCISCO CA 94104-4151
ELIZABETH S DICK 95,299.78 7.23% of class S
C/O E DICK SMITH
BOSTON MA 02114-4131
DWS Dreman Small Cap Value Fund
Name and Address of Investor Ownership Shares % of Total Shares
- -------------------------------------- ------ -----------------
MLPF&S FOR THE SOLE BENEFIT OF 3,080,619.38 8.15% of class A
ITS CUSTOMERS
ATTN FUND ADM (97HB0)
JACKSONVILLE FL 32246-6484
CITIGROUP GLOBAL MARKETS INC 241,031.47 9.26% of class B
XXXXXXXXXX
ATTN PETER BOOTH 7TH FL
NEW YORK NY 10001-2402
MLPF&S FOR THE SOLE BENEFIT OF 1,717,794.85 24.51% of class C
ITS CUSTOMERS
ATTN FUND ADMINISTRATION 97EP5
JACKSONVILLE FL 32246-6484
CITIGROUP GLOBAL MARKETS INC 498,537.58 7.11% of class C
XXXXXXXXXX
ATTN PETER BOOTH 7TH FL
NEW YORK NY 10001-2402
MLPF&S FOR THE SOLE BENEFIT OF 985,164.01 27.18% of Institutional class
ITS CUSTOMERS
ATTN FUND ADM (9LEW4)
JACKSONVILLE FL 32246-6484
NAT'L FINANCIAL SERVICES CORP FOR 633,778.22 17.48% of Institutional class
EXCL BENEFIT OUR CUSTOMERS
ATTN MUTUAL FUNDS 5TH FLOOR
NEW YORK NY 10281-1003
78
Name and Address of Investor Ownership Shares % of Total Shares
- -------------------------------------- ------ -----------------
CHARLES SCHWAB & CO INC 1,163,733.60 19.00% of class S
REINVEST ACCOUNT
ATTN MUTUAL FUND DEPT
SAN FRANCISCO CA 94104-4151
PRUDENTIAL INVESTMENT MANAGEMENT 865,503.10 14.13% of class S
SERVICE FOR THE BENEFIT OF MUTUAL
FUND CLIENTS ATTN PRUCHOICE UNIT
MAIL STOP NJ 05-11-20
NEWARK NJ 07102-4056
Agreement to Indemnify Independent Directors for Certain Expenses
In connection with litigation or regulatory action related to possible improper
market timing or other improper trading activity or possible improper marketing
and sales activity in certain DWS Funds (the "Affected Funds"), DIMA has agreed
to indemnify and hold harmless the Affected Funds ("Fund Indemnification
Agreement") against any and all loss, damage, liability and expense, arising
from market timing or marketing and sales matters alleged in any enforcement
actions brought by governmental authorities involving or potentially affecting
the Affected Funds or DIMA ("Enforcement Actions") or that are the basis for
private actions brought by shareholders of the Affected Funds against the
Affected Funds, their directors and officers, DIMA and/or certain other parties
("Private Litigation"), or any proceedings or actions that may be threatened or
commenced in the future by any person (including governmental authorities),
arising from or similar to the matters alleged in the Enforcement Actions or
Private Litigation. In recognition of its undertaking to indemnify the Affected
Funds and in light of the rebuttable presumption generally afforded to
independent directors/trustees of investment companies that they have not
engaged in disabling conduct, DIMA has also agreed, subject to applicable law
and regulation, to indemnify Messrs. Ballantine, Dunaway, Edgar, Freeman,
Hoffman and Ms. Peterson, each of whom is an independent director and was a
director at the time DIMA entered into the Fund Indemnification Agreement (the
"Covered Directors"), against certain liabilities the Covered Directors may
incur from the matters alleged in any Enforcement Actions or Private Litigation
or arising from or similar to the matters alleged in the Enforcement Actions or
Private Litigation, and advance expenses that may be incurred by the Covered
Directors in connection with any Enforcement Actions or Private Litigation. DIMA
is not, however, required to provide indemnification and advancement of
expenses: (1) with respect to any proceeding or action which the Affected Funds'
Board determines that the Covered Directors ultimately would not be entitled to
indemnification or (2) for any liability of the Covered Directors to the
Affected Funds or their shareholders to which the Covered Director would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the Covered Director's duties as a director
of the Affected Funds as determined in a final adjudication in such action or
proceeding. The estimated amount of any expenses that may be advanced to the
Covered Directors or indemnity that may be payable under the indemnity
agreements is currently unknown. This undertaking by DIMA will survive the
termination of the investment management agreements between DIMA and the
Affected Funds.
FUND ORGANIZATION
DWS Large Cap Value Fund, DWS Dreman Concentrated Value Fund, DWS Dreman High
Return Equity Fund, DWS Mid Cap Value Fund and DWS Dreman Small Cap Value Fund
are each a series of DWS Value Series, Inc. the "Corporation"). The Corporation
was organized as a Maryland corporation in October, 1987 and has an authorized
capitalization of 4,775,000,000 shares of $0.01 par value common stock (with
675,000,000 designated for a class of shares not sold herein). In April 1998,
the Corporation changed its name from Kemper Value Fund, Inc. to Kemper Value
Series, Inc. On May 29, 2001, Kemper Value Series, Inc. changed its name to
Scudder Value Series, Inc. On February 6, 2006, Scudder Value Series, Inc.
changed its name to DWS Value Series, Inc. Also, on February 6, 2006, Scudder
Large Cap Value Fund, Scudder Dreman Concentrated Value Fund, Scudder Dreman
High Return Equity Fund, Scudder Mid Cap Value Fund and Scudder Dreman Small Cap
Value Fund changed their
79
names to DWS Large Cap Value Fund, DWS Dreman Concentrated Value Fund, DWS
Dreman High Return Equity Fund, DWS Mid Cap Value Fund and DWS Dreman Small Cap
Value Fund, respectively. Currently, Class A, Class B, Class C, Class R, Class S
and Institutional Class shares are offered by DWS Dreman High Return Equity
Fund. Class A, Class B, Class C, Institutional Class and Class S shares are
offered by DWS Large Cap Value Fund, DWS Dreman Mid Cap Value Fund and DWS
Dreman Small Cap Value Fund. Currently, Class A, Class B, Class C and
Institutional Class shares are offered by DWS Dreman Concentrated Value Fund.
Organizational Description
The Directors have the authority to create additional Funds and to designate the
relative rights and preferences as between the different Funds. The Directors
also may authorize the division of shares of a Fund into different classes,
which may bear different expenses. All shares issued and outstanding are fully
paid and non-assessable, transferable, have no pre-emptive or conversion rights
and are redeemable as described in the SAI and in a Fund's prospectus. Each
share has equal rights with each other share of the same class of the Fund as to
voting, dividends, exchanges, conversion features and liquidation. Shareholders
are entitled to one vote for each full share held and fractional votes for
fractional shares held. The Directors may also terminate any Fund or class by
notice to the shareholders without shareholder approval.
The Corporation is not required to hold annual meetings of shareholders unless
required by the 1940 Act. Special meetings of shareholders may be called by the
Chairman, President or a majority of the members of the Board of Directors and
shall be called by the Secretary upon the written request of the holders of at
least twenty-five percent of the shares of the capital stock of the Corporation
issued and outstanding and entitled to vote at such meeting.
Maryland corporate law provides that a Director of the Corporation shall not be
liable for actions taken in good faith, in a manner he or she reasonable
believes to be in the best interests of the Corporation and with the care that
an ordinarily prudent person in a like position would use in similar
circumstances. In so acting, a Director shall be fully protected in relying in
good faith upon the records of the Corporation and upon reports made to the
Corporation by persons selected in good faith by the Directors as qualified to
make such reports. The By-Laws provide that the Corporation will indemnify
Directors and officers of the Corporation against liabilities and expenses
actually incurred in connection with litigation in which they may be involved
because of their positions with the Corporation. However, nothing in the
Articles of Incorporation, as amended, or the By-Laws protects or indemnifies a
Director or officer against any liability to which he or she would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his or her office.
Each Director serves until the next meeting of shareholders, if any, called for
the purpose of electing Directors and until the election and qualification of a
successor or until such Director sooner dies, resigns, retires or is removed.
Any of the Directors may be removed (provided the aggregate number of Directors
after such removal shall not be less than one) with cause, by the action of a
majority of the remaining Directors. Any Director may be removed at any meeting
of shareholders by vote of a majority of the outstanding shares. The Directors
shall promptly call a meeting of the shareholders for the purpose of voting upon
the question of removal of any such Director or Directors when requested in
writing to do so by the holders of not less than ten percent of the outstanding
shares, and in that connection, the Directors will assist shareholder
communications to the extent provided for in Section 16(c) under the 1940 Act.
It is possible that a Fund might become liable for a misstatement regarding
another Fund in this Statement of Additional Information. The Directors of each
Fund have considered this and approved the use of a combined SAI for the Funds.
PROXY VOTING GUIDELINES
The Funds have delegated proxy voting responsibilities to their investment
advisor, subject to the Board's general oversight. The Funds have delegated
proxy voting to the Advisor with the direction that proxies should be voted
consistent with the Funds' best economic interests. The Advisor has adopted its
own Proxy Voting Policies and
80
Procedures ("Policies"), and Proxy Voting Guidelines ("Guidelines") for this
purpose. The Policies address, among other things, conflicts of interest that
may arise between the interests of the Funds, and the interests of the Advisor
and its affiliates, including the Funds' principal underwriter. The Guidelines
set forth the Advisor's general position on various proposals, such as:
o Shareholder Rights -- The Advisor generally votes against proposals
that restrict shareholder rights.
o Corporate Governance -- The Advisor generally votes for confidential
and cumulative voting and against supermajority voting requirements for
charter and bylaw amendments. The Advisor generally votes for proposals
to restrict a chief executive officer from serving on more than three
outside boards of directors. The Advisor generally votes against
proposals that require a company to appoint a Chairman who is an
independent director.
o Anti-Takeover Matters -- The Advisor generally votes for proposals that
require shareholder ratification of poison pills or that request boards
to redeem poison pills, and votes against the adoption of poison pills
if they are submitted for shareholder ratification. The Advisor
generally votes for fair price proposals.
o Compensation Matters -- The Advisor generally votes for executive cash
compensation proposals, unless they are unreasonably excessive. The
Advisor generally votes against stock option plans that do not meet the
Advisor's criteria.
o Routine Matters -- The Advisor generally votes for the ratification of
auditors, procedural matters related to the annual meeting and changes
in company name, and against bundled proposals and adjournment.
The general provisions described above do not apply to investment companies. The
Advisor generally votes proxies solicited by investment companies in accordance
with the recommendations of an independent third party, except for proxies
solicited by or with respect to investment companies for which the Advisor or an
affiliate serves as investment advisor or principal underwriter ("affiliated
investment companies"). The Advisor votes affiliated investment company proxies
in the same proportion as the vote of the investment company's other
shareholders (sometimes called "mirror" or "echo" voting). Master fund proxies
solicited from feeder funds are voted in accordance with applicable requirements
of the 1940 Act.
Although the Guidelines set forth the Advisor's general voting positions on
various proposals, the Advisor may, consistent with the Funds' best interests,
determine under some circumstances to vote contrary to those positions.
The Guidelines on a particular issue may or may not reflect the view of
individual members of the Board or of a majority of the Board. In addition, the
Guidelines may reflect a voting position that differs from the actual practices
of the public companies within the Deutsche Bank organization or of the
investment companies for which the Advisor or an affiliate serves as investment
advisor or sponsor.
The Advisor may consider the views of a portfolio company's management in
deciding how to vote a proxy or in establishing general voting positions for the
Guidelines, but management's views are not determinative.
As mentioned above, the Policies describe the way in which the Advisor resolves
conflicts of interest. To resolve conflicts, the Advisor, under normal
circumstances, votes proxies in accordance with its Guidelines. If the Advisor
departs from the Guidelines with respect to a particular proxy or if the
Guidelines do not specifically address a certain proxy proposal, a proxy voting
committee established by the Advisor will vote the proxy. Before voting any such
proxy, however, the Advisor's conflicts review committee will conduct an
investigation to determine whether any potential conflicts of interest exist in
connection with the particular proxy proposal. If the conflicts review committee
determines that the Advisor has a material conflict of interest, or certain
individuals on the proxy voting committee should be recused from participating
in a particular proxy vote, it will inform the proxy voting committee. If
notified that the Advisor has a material conflict, or fewer than three voting
members are eligible to participate in the proxy vote, typically the Advisor
will engage an independent third party to vote the proxy or follow the proxy
voting recommendations of an independent third party.
81
Under certain circumstances, the Advisor may not be able to vote proxies or the
Advisor may find that the expected economic costs from voting outweigh the
benefits associated with voting. For example, the Advisor may not vote proxies
on certain foreign securities due to local restrictions or customs. The Advisor
generally does not vote proxies on securities subject to share blocking
restrictions.
You may obtain information about how a Fund voted proxies related to its
portfolio securities during the 12-month period ended June 30 by visiting the
Securities and Exchange Commission's Web site at www.sec.gov or by visiting our
Web site at dws-scudder.com (click on "proxy voting" at the bottom of the page).
FINANCIAL STATEMENTS
The financial statements, including the investment portfolios of DWS Large Cap
Value Fund, DWS Dreman Concentrated Value Fund, DWS Dreman High Return Equity
Fund, DWS Dreman Mid Cap Value Fund and DWS Dreman Small Cap Value Fund,
together with the Reports of Independent Registered Public Accounting Firm,
Financial Highlights and notes to financial statements in the Annual Report to
the Shareholders of each Fund dated November 30, 2007, are incorporated herein
by reference and are hereby deemed to be a part of this combined Statement of
Additional Information.
ADDITIONAL INFORMATION
The CUSIP numbers for each class of DWS Large Cap Value Fund discussed in this
Statement of Additional Information are:
Class A: 23338F 101
Class B: 23338F 200
Class C: 23338F 309
Institutional Class: 23338F 705
DWS Large Cap Value Fund has a fiscal year ending November 30.
The CUSIP numbers for each class of DWS Dreman Concentrated Value Fund discussed
in this Statement of Additional Information are:
Class A: 23338F 689
Class B: 23338F 671
Class C: 23338F 663
Institutional Class: 23338F 655
DWS Dreman Concentrated Value Fund has a fiscal year ending November 30.
The CUSIP numbers for each class of DWS Dreman High Return Equity Fund discussed
in this Statement of Additional Information are:
Class A: 23338F 804
Class B: 23338F 887
Class C: 23338F 879
Institutional Class: 23338F 838
82
Class R: 23338F 861
DWS Dreman High Return Equity Fund has a fiscal year ending November 30.
The CUSIP numbers for each class of DWS Dreman Mid Cap Value Fund discussed in
this Statement of Additional Information are:
Class A: 23338F 747
Class B: 23338F 739
Class C: 23338F 721
Institutional Class: 23338F 697
DWS Dreman Mid Cap Value Fund has a fiscal year ending November 30.
The CUSIP numbers for each class of DWS Dreman Small Cap Value Fund discussed in
this Statement of Additional Information are:
Class A: 23338F 820
Class B: 23338F 812
Class C: 23338F 796
Institutional Class: 23338F 754
DWS Dreman Small Cap Value Fund has a fiscal year ending November 30.
Many of the investment changes in the Fund will be made at prices different from
those prevailing at the time they may be reflected in a regular report to
shareholders of the Fund. These transactions will reflect investment decisions
made by the Advisor in light of the Fund's investment objective and policies,
its other portfolio holdings and tax considerations, and should not be construed
as recommendations for similar action by other investors.
The Fund's prospectuses and this Statement of Additional Information omit
certain information contained in the Registration Statement and its amendments
which the Fund has filed with the SEC under the Securities Act of 1933 and
reference is hereby made to the Registration Statement for further information
with respect to a Fund and the securities offered hereby. The Registration
Statement and its amendments are available for inspection by the public at the
offices of the SEC in Washington, D.C.
83
APPENDIX A
BOND AND COMMERCIAL PAPER RATINGS
Set forth below are descriptions of ratings which represent opinions as to the
quality of the securities. It should be emphasized, however, that ratings are
relative and subjective and are not absolute standards of quality.
MOODY'S INVESTORS SERVICE, INC. -- CORPORATE BOND RATINGS
Aaa: Bonds which are rated Aaa are judged to be of the highest quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt-edged." Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.
Aa: Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuations of protective elements
may be of greater amplitude or there may be other elements present which make
the long-term risk appear somewhat larger than in Aaa securities.
A: Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper -medium grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the future.
Baa: Bonds which are rated Baa are considered as medium grade obligations,
(i.e., they are neither highly protected nor poorly secured). Interest payments
and principal security appear adequate for the present, but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.
Ba: Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of interest
and principal payments may be very moderate and thereby not well safe-guarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.
B: Bonds which are rated B are considered speculative and generally lack
characteristics of the desirable investment. Assurance of interest and principal
payments or of maintenance of other terms of the contract over any long period
of time may be small.
Caa: Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.
Ca: Bonds which are rated Ca represent obligations which are highly speculative.
Such issues are often in default or have other marked shortcomings.
C: Bonds which are rated C are the lowest rated class of bonds, typically are in
default and can be regarded as having extremely poor prospects of ever attaining
any real investment standing.
Note: Moody's appends numerical modifiers 1, 2 and 3 to each generic rating
classification from Aa through Caa in its corporate bond rating system. The
modifier 1 indicates that the issue ranks in the higher end of its generic
rating category; the modifier 2 indicates a mid-range ranking; and the modifier
3 indicates that the issue ranks in the lower end of its generic rating
category.
84
MOODY'S INVESTORS SERVICE, INC. -- SHORT-TERM RATINGS
Moody's short-term debt ratings are opinions of the ability of issuers to honor
short-term financial obligations. Ratings may be assigned to issuers, short-term
programs or to individual short-term debt instruments. Such obligations
generally have an original maturity not exceeding thirteen months, unless
explicitly noted. Issuers rated Prime-1 or P-1 (or supporting institutions) have
a superior ability for repayment of short-term debt obligations. Prime-1 or P-1
repayment ability will often be evidenced by many of the following
characteristics:
Leading market positions in well established industries.
High rates of return on funds employed.
Conservative capitalization structure with moderate reliance on debt and ample
asset protection.
Broad margins in earnings coverage of fixed financial charges and high internal
cash generation.
Well established access to a range of financial markets and assured sources of
alternate liquidity.
Issuers rated Prime-2 or P-2 (or supporting institutions) have a strong ability
for repayment of short-term debt obligations. This will normally be evidenced by
many of the characteristics cited above but to a lesser degree. Earnings trends
and coverage ratios, while sound, may be more subject to variation.
Capitalization characteristics, while still appropriate, may be more affected by
external conditions. Ample alternate liquidity is maintained.
STANDARD & POOR'S RATINGS SERVICES -- CORPORATE BOND RATINGS
INVESTMENT GRADE
AAA: Debt rated AAA has the highest rating assigned by S&P's to a debt
obligation. Capacity to pay interest and repay principal is extremely strong.
AA: Debt rated AA has a very strong capacity to pay interest and repay principal
and differs from the higher rated issues only in small degree.
A: Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than bonds in higher rated categories.
BBB: Debt rated BBB has an adequate capacity to pay interest and repay
principal. Whereas it normally exhibits adequate protection parameters, adverse
economic conditions or changing circumstances are more likely to lead to a
weakened capacity to pay interest and repay principal for debt in this category
than in higher rated categories.
SPECULATIVE GRADE
Debt rated BB, B, CCC, CC, and C has significant speculative characteristics
with respect to capacity to pay interest and repay principal. BB indicates the
least degree of speculation and C the highest. While such debt will likely have
some quality and protective characteristics, these may be outweighed by large
uncertainties or major exposures to adverse conditions.
BB: Debt rated BB has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business, financial, or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments.
The BB rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied BBB- rating.
85
B: Debt rated B has a greater vulnerability to default but currently has the
capacity to meet interest payments and principal repayments. Adverse business,
financial, or economic conditions will likely impair capacity or willingness to
pay interest and repay principal.
The B rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied BB or BB- rating.
CCC: Debt rated CCC has a current vulnerability to default, and is dependent
upon favorable business, financial, and economic conditions to meet timely
payment of interest and repayment of principal. In the event of adverse
business, financial, or economic conditions, it is not likely to have the
capacity to pay interest and repay principal.
The CCC rating category is also used for debt subordinated to senior debt that
is assigned an actual or implied B or B- rating.
CC: Debt rated CC has a current high vulnerability to default, and is dependent
upon favorable business, financial, and economic conditions to meet timely
payment of interest and repayment of principal.
The rating CC is also applied to debt subordinated to senior debt which is
assigned an actual or implied CCC debt rating.
C: The rating C is typically applied to debt subordinated to senior debt which
is assigned an actual or implied CCC- debt rating. The C rating may be used to
cover a situation where a bankruptcy petition has been filed, but debt service
payments are continued.
C1: The Rating C1 is reserved for income bonds on which no interest is being
paid.
D: Debt rated D is in payment default. The D rating category is used when
interest payments or principal payments are not made on the date due even if the
applicable grace period has not expired, unless Standard & Poor's believes that
such payments will be made during such grace period. The D rating also will be
used upon the filing of a bankruptcy petition if debt service payments are
jeopardized.
Plus (+) or Minus (-): The ratings from AA to CCC may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.
R: Debt rated `R' is under regulatory supervision owing to its financial
condition. During the pendency of the regulatory supervision, the regulators may
have the power to favor one class of obligations over others or pay some
obligations and not others.
N.R.: Bonds may lack a S&P's rating because no public rating has been requested,
because there is insufficient information on which to base a rating, or because
S&P's does not rate a particular type of obligation as a matter of policy.
STANDARD & POOR'S RATINGS SERVICES -- SHORT-TERM RATINGS
S&P's commercial paper rating is a current assessment of the likelihood of
timely payment of debt considered short-term in the relevant market.
A-1: This highest category indicates that the degree of safety regarding timely
payment is strong. Those issues determined to possess extremely strong safety
characteristics are denoted with a plus (+) sign designation.
A-2: Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as for
issues designated A-1.
86
A-3: Issues carrying this designation have adequate capacity for timely payment.
However, adverse economic conditions or changing circumstances are more likely
to lead to a weakened capacity of the issuer to meet its financial commitments.
FITCH INVESTORS SERVICE, INC. -- BOND RATINGS
INVESTMENT GRADE
AAA: Bonds considered to be investment grade and of the highest credit quality.
The obligor has an exceptionally strong ability to pay interest and repay
principal, which is unlikely to be affected by reasonably foreseeable events.
AA: Bonds considered to be investment grade and of very high credit quality. The
obligor's ability to pay interest and repay principal is very strong, although
not quite as strong as bonds rated AAA. Bonds rated in the AAA and AA categories
are not significantly vulnerable to foreseeable events.
A: Bonds considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.
BBB: Bonds considered to be investment grade and of good credit quality. The
obligor's ability to pay interest and repay principal is considered to be
adequate. Adverse changes in economic conditions and circumstances, however, are
more likely to have adverse impact on these bonds, and therefore, impair timely
payment. The likelihood that the ratings of these bonds will fall below
investment grade is higher than for bonds with higher ratings.
SPECULATIVE GRADE
BB: Bonds are considered speculative. The obligor's ability to pay interest and
repay principal may be affected over time by adverse economic changes. However,
business or financial alternatives may be available which could assist the
obligor in satisfying its debt service requirements.
B: Bonds are considered highly speculative. While bonds in this class are
currently meeting debt service requirements, the probability of continued timely
payment of principal and interest reflects the obligor's limited margin of
safety and the need for reasonable business and economic activity throughout the
life of the issue.
CCC: Bonds have certain identifiable characteristics which, if not remedied, may
lead to default. The ability to meet obligations requires an advantageous
business and economic environment.
CC: Bonds are minimally protected. Default in payment of interest and/or
principal seems probable over time.
C: Bonds are in imminent default in payment of interest or principal.
DDD, DD, and D: Bonds are in default of interest and/or principal payments. Such
bonds are extremely speculative and should be valued on the basis of their
ultimate recovery value in liquidation or reorganization of the obligor. DDD
represents the highest potential for recovery on these bonds, and D represents
the lowest potential for recovery.
Plus (+) or Minus (-): The ratings from AA to CC may be appended by the addition
of a plus or minus sign to denote the relative status within the rating
category.
NR: Indicates that Fitch Rating does not publicly rate the specific issue.
87
FITCH INVESTORS SERVICE, INC. -- SHORT-TERM RATINGS
Fitch's short-term ratings apply to debt obligations that are payable on demand
or have original maturities of generally up to three years, including commercial
paper, certificates of deposit, medium-term notes, and municipal and investment
notes.
F-1+: Exceptionally Strong Credit Quality. Issues assigned this rating are
regarded as having the strongest capacity for timely payment.
F-1: Very Strong Credit Quality. Issues assigned this rating reflect a capacity
for timely payment only slightly less than issues rated F-1+.
F-2: Good Credit Quality. Issues assigned this rating have a satisfactory
capacity for timely payment, but the margin of safety is not as great as the
F-1+ and F-1 categories.
F-3: Fair Credit Quality. Issues assigned this rating have characteristics
suggesting that the capacity for timely payment is adequate; however, near-term
adverse changes could cause these securities to be rated below investment grade.
B: Speculative. Minimal capacity for timely payment of financial commitments,
plus vulnerability to near-term adverse changes in financial and economic
conditions.
C: High default risk. Default is a real possibility. Capacity for meeting
financial commitments is solely reliant upon a sustained, favorable business and
economic environment.
D: Default. Denotes actual or imminent payment default.
88
</PRE>
End of Appendix A
<PRE>
Supplement to the currently effective Statements of Additional Information of
each of the funds/portfolios listed below:
Cash Account Trust Cash Reserve Fund, Inc.
Government and Agency Securities Portfolio Prime Series
DWS Government Cash Institutional Shares Prime Institutional Shares
Government Cash Managed Shares Cash Reserves Fund Institutional
Money Market Portfolio DWS Money Market Series
Institutional Money Market Shares Managed Shares
Institutional Select Money Market Shares Institutional Shares
Tax-Exempt Portfolio Investors Cash Trust
DWS Tax-Exempt Cash Institutional Shares Treasury Portfolio
Tax-Exempt Cash Managed Shares Institutional Shares
Cash Management Fund Institutional
Effective July 16, 2008, DWS Scudder Investments will change its name to DWS
Investments.
Also, effective July 16, 2008, several service providers to the funds and
retirement plans will change their names. The new names will be as follows:
Current Name New Name, effective July 16, 2008
DWS Scudder Distributors, Inc. DWS Investments Distributors, Inc. ("DIDI")
DWS Scudder Fund Accounting Corporation DWS Investments Fund Accounting Corporation ("DIFA")
DWS Scudder Investments Service Company DWS Investments Service Company ("DISC")
DWS Scudder Wholesalers DWS Investments Wholesalers
DWS Scudder Flex Plan DWS Investments Flex Plan
DWS Scudder Individual Retirement Account (IRA) DWS Investments Individual Retirement Account (IRA)
DWS Scudder Horizon Plan DWS Investments Horizon Plan
DWS Scudder Profit Sharing and Money Purchase Pension DWS Simplified Profit Sharing and Money Purchase Pension
Plans Plans
DWS Scudder 401(k) Plan DWS Investments 401(k) Plan
DWS Scudder 403(b) Plan DWS Investments 403(b) Plan
DWS Scudder IRA DWS Investments IRA
References to the designation "DWS Scudder" contained in the "Management"
section of each of the funds' Statements of Additional Information, if any, are
hereby changed to "DWS Investments." DWS Investments is part of Deutsche Bank's
Asset Management division and, within the United States, represents the retail
asset management activities of Deutsche Bank AG, Deutsche Bank Trust Company
Americas, Deutsche Investment Management Americas Inc. and DWS Trust Company.
Please Retain this Supplement for Future Reference
July 16, 2008
Supplement to the currently effective Statements of Additional Information of
each of the listed funds/portfolios:
Cash Account Trust DWS Equity 500 Index Fund DWS Massachusetts Tax-Free Fund
Government and Agency Securities DWS Equity Income Fund DWS Micro Cap Fund
Portfolio DWS Equity Partners Fund DWS Mid Cap Growth Fund
Money Market Portfolio DWS Europe Equity Fund DWS Money Market Prime Series
Tax-Exempt Portfolio DWS Floating Rate Plus Fund DWS Money Market Series
Cash Management Fund Institutional DWS Global Bond Fund DWS New York Tax-Free Income Fund
Cash Reserve Fund, Inc. DWS Global Opportunities Fund DWS RREEF Global Real Estate Securities
Prime Series DWS Global Thematic Fund Fund
Cash Reserves Fund Institutional DWS GNMA Fund DWS RREEF Real Estate Securities Fund
Daily Assets Fund Institutional DWS Gold & Precious Metals Fund DWS S&P 500 Index Fund
DWS Alternative Asset Allocation Plus Fund DWS Growth & Income Fund DWS Short Duration Fund
DWS Balanced Fund DWS Health Care Fund DWS Short Duration Plus Fund
DWS Blue Chip Fund DWS High Income Fund DWS Short-Term Municipal Bond Fund
DWS California Tax-Free Income Fund DWS High Income Plus Fund DWS Small Cap Core Fund
DWS Capital Growth Fund DWS Strategic High Yield Tax-Free Fund DWS Small Cap Growth Fund
DWS Climate Change Fund DWS Inflation Protected Plus Fund DWS Small Cap Value Fund
DWS Commodity Securities Fund DWS Intermediate Tax/AMT Free Fund DWS Strategic Government Securities Fund
DWS Communications Fund DWS International Fund DWS Strategic Income Fund
DWS Core Fixed Income Fund DWS International Select Equity Fund DWS Target 2008 Fund
DWS Core Plus Allocation Fund DWS International Value Opportunities DWS Target 2010 Fund
DWS Core Plus Income Fund Fund DWS Target 2011 Fund
DWS Disciplined Long/Short Growth Fund DWS Japan Equity Fund DWS Target 2012 Fund
DWS Disciplined Long/Short Value Fund DWS Large Cap Value Fund DWS Target 2013 Fund
DWS Disciplined Market Neutral Fund DWS Large Company Growth Fund DWS Target 2014 Fund
DWS Dreman Concentrated Value Fund DWS Latin America Equity Fund DWS Technology Fund
DWS Dreman High Return Equity Fund DWS LifeCompass 2015 Fund DWS U.S. Bond Index Fund
DWS Dreman Mid Cap Value Fund DWS LifeCompass 2020 Fund DWS Value Builder Fund
DWS Dreman Small Cap Value Fund DWS LifeCompass 2030 Fund Investors Cash Trust
DWS EAFE(R) Equity Index Fund DWS LifeCompass 2040 Fund Treasury Portfolio
DWS Emerging Markets Equity Fund DWS LifeCompass Income Fund NY Tax Free Money Fund
DWS Emerging Markets Fixed Income Fund DWS LifeCompass Protect Fund Tax Free Money Fund Investment
DWS Enhanced S&P 500 Index Fund DWS LifeCompass Retirement Fund Tax-Exempt California Money Market Fund
DWS Lifecycle Long Range Fund
DWS Managed Municipal Bond Fund
The following information replaces similar disclosure under "Revenue Sharing" in
the "Purchase and Redemption of Shares" section of each Fund's/Portfolio's
Statements of Additional Information:
Revenue Sharing
In light of recent regulatory developments, the Advisor, the Distributor and
their affiliates have undertaken to furnish certain additional information below
regarding the level of payments made by them to selected affiliated and
unaffiliated brokers, dealers, participating insurance companies or other
financial intermediaries ("financial advisors") in connection with the sale
and/or distribution of Fund shares or the retention and/or servicing of
investors and Fund shares ("revenue sharing").
[DWS SCUDDER LOGO]
Deutsche Bank Group
The Advisor, the Distributor and/or their affiliates may pay additional
compensation, out of their own assets and not as an additional charge to each
Fund, to financial advisors in connection with the sale and/or distribution of
Fund shares or the retention and/or servicing of Fund investors and Fund shares.
Such revenue sharing payments are in addition to any distribution or service
fees payable under any Rule 12b-1 or service plan of any fund, any record
keeping/sub-transfer agency/networking fees payable by each Fund (generally
through the Distributor or an affiliate) and/or the Distributor to certain
financial advisors for performing such services and any sales charges,
commissions, non-cash compensation arrangements expressly permitted under
applicable rules of FINRA or other concessions described in the fee table or
elsewhere in the Prospectuses or the SAI as payable to all financial advisors.
For example, the Advisor, the Distributor and/or their affiliates may compensate
financial advisors for providing each Fund with "shelf space" or access to a
third party platform or fund offering list, or other marketing programs
including, without limitation, inclusion of each Fund on preferred or
recommended sales lists, mutual fund "supermarket" platforms and other formal
sales programs; granting the Distributor access to the financial advisor's sales
force; granting the Distributor access to the financial advisor's conferences
and meetings; assistance in training and educating the financial advisor's
personnel; and, obtaining other forms of marketing support. The level of revenue
sharing payments made to financial advisors may be a fixed fee or based upon one
or more of the following factors: gross sales, current assets and/or number of
accounts of each Fund attributable to the financial advisor, the particular fund
or fund type or other measures as agreed to by the Advisor, the Distributor
and/or their affiliates and the financial advisors or any combination thereof.
The amount of these payments is determined at the discretion of the Advisor, the
Distributor and/or their affiliates from time to time, may be substantial, and
may be different for different financial advisors based on, for example, the
nature of the services provided by the financial advisor.
The Advisor, the Distributor and/or their affiliates currently make revenue
sharing payments from their own assets in connection with the sale and/or
distribution of DWS Fund shares, or the retention and/or servicing of investors,
to financial advisors in amounts that generally range from .01% up to .50% of
assets of the Fund serviced and maintained by the financial advisor, .10% to
..25% of sales of the Fund attributable to the financial advisor, a flat fee of
$13,350 up to $500,000, or any combination thereof. These amounts are annual
figures typically paid on a quarterly basis and are subject to change at the
discretion of the Advisor, the Distributor and/or their affiliates. Receipt of,
or the prospect of receiving, this additional compensation, may influence your
financial advisor's recommendation of this Fund or of any particular share class
of the Fund. You should review your financial advisor's compensation disclosure
and/or talk to your financial advisor to obtain more information on how this
compensation may have influenced your financial advisor's recommendation of this
Fund.
The Advisor, the Distributor and/or their affiliates may also make such revenue
sharing payments to financial advisors under the terms discussed above in
connection with the distribution of both DWS funds and non-DWS funds by
financial advisors to retirement plans that obtain record keeping services from
ADP, Inc. on the DWS Scudder branded retirement plan platform (the "Platform")
with the level of revenue sharing payments being based upon sales of both the
DWS funds and the non-DWS funds by the financial advisor on the Platform or
current assets of both the DWS funds and the non-DWS funds serviced and
maintained by the financial advisor on the Platform.
As of the date hereof, each Fund has been advised that the Advisor, the
Distributor and their affiliates expect that the following firms will receive
revenue sharing payments at different points during the coming year as described
above:
Channel: Broker-Dealers and Financial Advisors
AIG Advisors Group
Ameriprise
Cadaret, Grant & Co. Inc.
Capital Analyst, Incorporated
Citigroup Global Markets, Inc. (dba Smith Barney)
Commonwealth Equity Services, LLP (dba Commonwealth Financial Network)
Deutsche Bank group
First Clearing/Wachovia Securities
Fiserv Trust Company
HD Vest Investment Securities, Inc.
ING Group
John Hancock Distributors LLC
2
LPL Financial
M.L. Stern & Co.
Marsh Insurance and Investment Company
Meridien Financial Group
Merrill Lynch, Pierce, Fenner & Smith Inc.
Morgan Stanley
Oppenheimer & Co., Inc.
Raymond James & Associates
Raymond James Financial Services
RBC Dain Rauscher, Inc
Securities America, Inc.
UBS Financial Services
Wachovia Securities
Wells Fargo Investments, LLC
Channel: Cash Product Platform
Allegheny Investments LTD
Bank of New York (Hare & Co.)
Bear, Stearns Securities Corp.
Brown Brothers Harriman
Brown Investment Advisory & Trust Company
Cadaret Grant & Co.
Chicago Mercantile Exchange
D.A. Davidson & Company
Deutsche Bank Group
Emmett A. Larkin Company
Fiduciary Trust Co. - International
First Southwest Company
Huntleigh Securities
Lincoln Investment Planning
LPL Financial
Mellon Financial Markets LLC
Penson Financial Services
Pershing Choice Platform
ProFunds Distributors, Inc.
Ridge Clearing & Outsourcing Solutions
Romano Brothers and Company
SAMCO Capital Markets
Smith Moore & Company
Sungard Institutional Brokerage Inc.
US Bancorp
UBS
William Blair & Company
Channel: Third Party Insurance Platforms
Allstate Life Insurance Company of New York
Ameritas Life Insurance Group
Annuity Investors Life Insurance Company
Columbus Life Insurance Company
Commonwealth Annuity and Life Insurance Company
Companion Life Insurance Company
Connecticut General Life Insurance Company
Farmers New World Life Insurance Company
Fidelity Security Life Insurance Company
First Allmerica Financial Life Insurance Company
First Great West Life and Annuity Company
3
Genworth Life Insurance Company of New York
Genworth Life and Annuity Insurance Company
Great West Life and Annuity Insurance Company
Hartford Life Insurance Company
Integrity Life Insurance Company
John Hancock Life Insurance companies
Kemper Investors Life Insurance Company
Lincoln Benefit Life Insurance Company
Lincoln Life & Annuity Company of New York
Lincoln National Life Insurance Company
Massachusetts Mutual Life Insurance Group
MetLife Group
Minnesota Life Insurance Company
National Life Insurance Company
National Integrity Life Insurance Company
Nationwide Group
New York Life Insurance and Annuity Corporation
Phoenix Life Insurance Company
Protective Life Insurance
Provident Mutual Life Insurance
Prudential Insurance Company of America
Sun Life Group
Symetra Life Insurance Company
Transamerica Life Insurance Company
Union Central Life Insurance Company
United of Omaha Life Insurance Company
United Investors Life Insurance Company
Western Southern Life Assurance Company
Any additions, modifications or deletions to the financial advisors identified
above that have occurred since the date hereof are not reflected.
The Advisor, the Distributor or their affiliates may enter into additional
revenue sharing arrangements or change or discontinue existing arrangements with
financial advisors at any time without notice.
The prospect of receiving, or the receipt of additional compensation or
promotional incentives described above by financial advisors may provide such
financial advisors and/or their salespersons with an incentive to favor sales of
shares of the DWS funds or a particular DWS fund over sales of shares of mutual
funds (or non-mutual fund investments) with respect to which the financial
advisor does not receive additional compensation or promotional incentives, or
receives lower levels of additional compensation or promotional incentives.
Similarly, financial advisors may receive different compensation or incentives
that may influence their recommendation of any particular share class of the
Fund or of other funds. These payment arrangements, however, will not change the
price that an investor pays for Fund shares or the amount that the Fund receives
to invest on behalf of an investor and will not increase Fund expenses. You may
wish to take such payment arrangements into account when considering and
evaluating any recommendations relating to Fund shares and you should discuss
this matter with your financial advisor and review your financial advisor's
disclosures.
4
It is likely that broker-dealers that execute portfolio transactions for the
Fund will include firms that also sell shares of the DWS funds to their
customers. However, the Advisor will not consider sales of DWS fund shares as a
factor in the selection of broker-dealers to execute portfolio transactions for
the DWS funds. Accordingly, the Advisor has implemented policies and procedures
reasonably designed to prevent its traders from considering sales of DWS fund
shares as a factor in the selection of broker-dealers to execute portfolio
transactions for the Fund. In addition, the Advisor, the Distributor and/or
their affiliates will not use fund brokerage to pay for their obligation to
provide additional compensation to financial advisors as described above.
Please Retain This Supplement for Future Reference
April 14, 2008
5
SUPPLEMENT TO THE CURRENTLY EFFECTIVE STATEMENTS OF ADDITIONAL INFORMATION FOR
EACH OF THE LISTED FUNDS
Cash Reserve Fund, Inc. DWS International Fund, Inc.
Prime Series DWS Emerging Markets Equity Fund
DWS Advisor Funds DWS Europe Equity Fund
DWS Core Fixed Income Fund DWS International Fund
DWS High Income Plus Fund DWS International Value Opportunities Fund
DWS International Select Equity Fund DWS Latin America Equity Fund
DWS Lifecycle Long Range Fund DWS Investment Trust
DWS Micro Cap Fund DWS Capital Growth Fund
DWS Mid Cap Growth Fund DWS Growth & Income Fund
DWS RREEF Global Real Estate Securities Fund DWS Large Company Growth Fund
DWS RREEF Real Estate Securities Fund DWS S&P 500 Index Fund
DWS Short Duration Fund DWS Small Cap Core Fund
DWS Short Duration Plus Fund DWS Investors Funds, Inc.
DWS Short-Term Municipal Bond Fund DWS Japan Equity Fund
DWS Small Cap Growth Fund DWS Money Market Trust
NY Tax Free Money Fund DWS Money Market Series
Tax Free Money Fund Investment DWS Municipal Trust
DWS Communications Fund, Inc. DWS Strategic High Yield Tax-Free Fund
DWS Communications Fund DWS Managed Municipal Bond Fund
DWS Equity Partners Fund, Inc. DWS Mutual Funds, Inc.
DWS Equity Partners Fund DWS Gold & Precious Metals Fund
DWS Global/International Fund, Inc. DWS Portfolio Trust
DWS Emerging Markets Fixed Income Fund DWS Core Plus Income Fund
DWS Global Bond Fund DWS Floating Rate Plus Fund
DWS Global Opportunities Fund DWS Securities Trust
DWS Global Thematic Fund DWS Climate Change Fund
DWS Income Trust DWS Health Care Fund
DWS GNMA Fund DWS Small Cap Value Fund
DWS Institutional Funds DWS State Tax Free Trust
Cash Management Fund Institutional DWS Massachusetts Tax-Free Fund
Cash Reserves Fund Institutional DWS Target Date Series
Daily Assets Fund Institutional DWS LifeCompass Retirement Fund
DWS Commodity Securities Fund DWS LifeCompass 2015 Fund
DWS EAFE Equity Index Fund DWS LifeCompass 2020 Fund
DWS Equity 500 Index Fund DWS LifeCompass 2030 Fund
DWS Inflation Protected Plus Fund DWS LifeCompass 2040 Fund
DWS U.S. Bond Index Fund DWS Tax Free Trust
DWS Intermediate Tax/AMT Free Fund
DWS Value Builder Fund, Inc.
DWS Value Builder Fund
DWS Value Equity Trust
DWS Enhanced S&P 500 Index Fund
DWS Equity Income Fund
The following replaces the relevant disclosure with respect to the Board under
Trustees and Officers or Directors and Officers, as applicable:
-1-
BOARD MEMBERS AND OFFICERS
The following table presents certain information regarding the Board Members of
the Funds. Each Board Member's year of birth is set forth in parentheses after
his or her name. Unless otherwise noted, (i) each Board Member has engaged in
the principal occupation(s) noted in the table for at least the most recent five
years, although not necessarily in the same capacity, and (ii) the address of
each Board Member that is not an "interested person" (as defined in the 1940
Act) of the Funds or the Advisor (each, an "Independent Board Member"), is c/o
Dawn-Marie Driscoll, PO Box 100176, Cape Coral, FL 33904. The term of office for
each Board Member is until the election and qualification of a successor, or
until such Board Member sooner dies, resigns, is removed or as otherwise
provided in the governing documents of the Funds. Because the Funds do not hold
an annual meeting of shareholders, each Board Member will hold office for an
indeterminate period. The Board Members may also serve in similar capacities
with other funds in the DWS fund complex.
Independent Board Members
- ---------------------------------------------------------------------------------------------------------------------
Name, Year of Birth, Position Number of Funds
with the Funds and Length of Business Experience and in DWS Fund
Time Served(1) Directorships During the Past 5 Years Complex Overseen
- ---------------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll (1946) President, Driscoll Associates (consulting firm); Executive 135
Chairperson since 2004,(2) and Fellow, Center for Business Ethics, Bentley College; formerly,
Board Member since 1987 Partner, Palmer & Dodge (1988-1990); Vice President of
Corporate Affairs and General Counsel, Filene's (1978-1988).
Directorships: Trustee of 8 open-end mutual funds managed by
Sun Capital Advisers, Inc. (since 2007); Director of ICI
Mutual Insurance Company (since 2007); Advisory Board, Center
for Business Ethics, Bentley College; Trustee, Southwest
Florida Community Foundation (charitable organization); Former
Directorships: Investment Company Institute (audit, executive,
nominating committees) and Independent Directors Council
(governance, executive committees)
- ---------------------------------------------------------------------------------------------------------------------
Paul K. Freeman Consultant, World Bank/Inter-American Development Bank; 133
(1950) formerly, Project Leader, International Institute for Applied
Vice Chairperson since 2008, and Systems Analysis (1998-2001); Chief Executive Officer, The
Board Member since 1993 Eric Group, Inc. (environmental insurance) (1986-1998)
- ---------------------------------------------------------------------------------------------------------------------
John W. Ballantine (1946) Retired; formerly, Executive Vice President and Chief Risk 135
Board Member since 1999 Management Officer, First Chicago NBD Corporation/The First
National Bank of Chicago (1996-1998); Executive Vice President
and Head of International Banking (1995-1996). Directorships:
Healthways Inc. (provider of disease and care management
services); Portland General Electric (utility company);
Stockwell Capital Investments PLC (private equity). Former
Directorships: First Oak Brook Bancshares, Inc. and Oak Brook
Bank
- ---------------------------------------------------------------------------------------------------------------------
Henry P. Becton, Jr. (1943) Vice Chair, WGBH Educational Foundation. Directorships: 135
Board Member since Association of Public Television Stations; Becton Dickinson
1990 and Company(3) (medical technology company); Belo
Corporation(3) (media company); Boston Museum of Science;
Public Radio International. Former Directorships: American
Public Television; Concord Academy; New England Aquarium;
Mass. Corporation for Educational Telecommunications;
Committee for Economic Development; Public Broadcasting Service
- ---------------------------------------------------------------------------------------------------------------------
-2-
- ---------------------------------------------------------------------------------------------------------------------
Name, Year of Birth, Position Number of Funds
with the Funds and Length of Business Experience and in DWS Fund
Time Served(1) Directorships During the Past 5 Years Complex Overseen
- ---------------------------------------------------------------------------------------------------------------------
Keith R. Fox (1954) Managing General Partner, Exeter Capital Partners (a series of 135
Board Member since private equity funds). Directorships: Progressive Holding
1996 Corporation (kitchen goods importer and distributor); Natural
History, Inc. (magazine publisher); Box Top Media Inc.
(advertising); The Kennel Shop (retailer)
- ---------------------------------------------------------------------------------------------------------------------
Kenneth C. Froewiss Clinical Professor of Finance, NYU Stern School of Business 135
(1945) (1997-present); Member, Finance Committee, Association for
Board Member since Asian Studies (2002-present); Director, Mitsui Sumitomo
2001 Insurance Group (US) (2004-present); prior thereto, Managing
Director, J.P. Morgan (investment banking firm) (until 1996)
- ---------------------------------------------------------------------------------------------------------------------
Richard J. Herring Jacob Safra Professor of International Banking and Professor, 135
(1946) Finance Department, The Wharton School, University of
Board Member since Pennsylvania (since July 1972); Co-Director, Wharton Financial
1990 Institutions Center (since July 2000); Director, Japan Equity
Fund, Inc. (since September 2007), Thai Capital Fund, Inc.
(since September 2007), Singapore Fund, Inc. (since September
2007). Formerly, Vice Dean and Director, Wharton Undergraduate
Division (July 1995-June 2000); Director, Lauder Institute of
International Management Studies (July 2000-June 2006)
- ---------------------------------------------------------------------------------------------------------------------
William McClayton (1944) Chief Administrative Officer, Diamond Management & Technology 135
Board Member since 2004 Consultants, Inc. (global management consulting firm)
(2001-present); formerly, Senior Partner, Arthur Andersen LLP
(accounting) (1966-2001). Directorship: Board of Managers,
YMCA of Metropolitan Chicago. Formerly Trustee, Ravinia
Festival
- ---------------------------------------------------------------------------------------------------------------------
Rebecca W. Rimel President and Chief Executive Officer, The Pew Charitable 135
(1951) Trusts (charitable organization) (1994 to present); Trustee,
Board Member since Thomas Jefferson Foundation (charitable organization) (1994 to
1995 present); Trustee, Executive Committee, Philadelphia Chamber
of Commerce (2001 to present). Formerly, Executive Vice
President, The Glenmede Trust Company (investment trust and
wealth management) (1983 to 2004); Board Member, Investor
Education (charitable organization) (2004-2005); Director,
Viasys Health Care(3) (January 2007-June 2007)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr. Private investor since October 2003; Trustee of 8 open-end 135
(1946) mutual funds managed by Sun Capital Advisers, Inc. (since
Board Member since October 1998). Formerly, Pension & Savings Trust Officer,
1993 Sprint Corporation(3) (telecommunications) (November
1989-September 2003)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg Retired. Formerly, Consultant (1997-2001); Director, US 135
(1943) Government Accountability Office (1996-1997); Partner,
Board Member since Fulbright & Jaworski, L.L.P. (law firm) (1978-1996).
1997 Directorships: The William and Flora Hewlett Foundation;
Service Source, Inc. Former Directorships: Mutual Fund
Directors Forum (2002-2004), American Bar Retirement
Association (funding vehicle for retirement plans) (1987-1990
and 1994-1996)
- ---------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth (1940) President, Robert H. Wadsworth & Associates, Inc. (consulting 138
Board Member since 1999 firm) (1983 to present).
- ---------------------------------------------------------------------------------------------------------------------
-3-
Interested Board Member
- ---------------------------------------------------------------------------------------------------------------------
Name, Year of Birth, Position Number of Funds
with the Funds and Length of Business Experience and in DWS Fund
Time Served(1) Directorships During the Past 5 Years Complex Overseen
- ---------------------------------------------------------------------------------------------------------------------
Axel Schwarzer(4) Managing Director(5), Deutsche Asset Management; Head of 135
(1958) Deutsche Asset Management Americas; CEO of DWS Scudder;
Board Member since formerly, board member of DWS Investments, Germany
2006 (1999-2005); formerly, Head of Sales and Product Management
for the Retail and Private Banking Division of Deutsche Bank
in Germany (1997-1999); formerly, various strategic and
operational positions for Deutsche Bank Germany Retail and
Private Banking Division in the field of investment funds, tax
driven instruments and asset management for corporates
(1989-1996)
- ---------------------------------------------------------------------------------------------------------------------
Officers(6)
- ----------------------------------------------------------------------------------------------------------------------
Name, Year of Birth, Position
with the Funds and Length of Business Experience and
Time Served(7) Directorships During the Past 5 Years
- ----------------------------------------------------------------------------------------------------------------------
Michael G. Clark(8) (1965) Managing Director(5), Deutsche Asset Management (2006-present); President of DWS
President, 2006-present family of funds; Director, ICI Mutual Insurance Company (since October 2007);
formerly, Director of Fund Board Relations (2004-2006) and Director of Product
Development (2000-2004), Merrill Lynch Investment Managers; Senior Vice President
Operations, Merrill Lynch Asset Management (1999-2000)
- ----------------------------------------------------------------------------------------------------------------------
John Millette(9) (1962) Director(5), Deutsche Asset Management
Vice President and Secretary,
1999-present
- ----------------------------------------------------------------------------------------------------------------------
Paul H. Schubert(8) (1963) Managing Director(5), Deutsche Asset Management (since July 2004); formerly,
Chief Financial Officer, Executive Director, Head of Mutual Fund Services and Treasurer for UBS Family of
2004-present Funds (1998-2004); Vice President and Director of Mutual Fund Finance at UBS
Treasurer, 2005-present Global Asset Management (1994-1998)
- ----------------------------------------------------------------------------------------------------------------------
Patricia DeFilippis(8) (1963) Vice President, Deutsche Asset Management (since June 2005); formerly, Counsel,
Assistant Secretary, New York Life Investment Management LLC (2003-2005); legal associate, Lord,
2005-present Abbett & Co. LLC (1998-2003)
- ----------------------------------------------------------------------------------------------------------------------
Elisa D. Metzger(8) (1962) Director(5), Deutsche Asset Management (since September 2005); formerly,
Assistant Secretary, Counsel, Morrison and Foerster LLP (1999-2005)
2005-present
- ----------------------------------------------------------------------------------------------------------------------
Caroline Pearson(9) (1962) Managing Director(5), Deutsche Asset Management
Assistant Secretary,
1997-present
- ----------------------------------------------------------------------------------------------------------------------
Paul Antosca(9) Director(5), Deutsche Asset Management (since 2006); formerly, Vice President,
(1957) The Manufacturers Life Insurance Company (U.S.A.) (1990-2006)
Assistant Treasurer,
2007-present
- ----------------------------------------------------------------------------------------------------------------------
Jack Clark (9) Director(5), Deutsche Asset Management (since 2007); formerly, Vice President,
(1967) State Street Corporation (2002-2007)
Assistant Treasurer,
2007-present
- ----------------------------------------------------------------------------------------------------------------------
-4-
- ----------------------------------------------------------------------------------------------------------------------
Name, Year of Birth, Position
with the Funds and Length of Business Experience and
Time Served(7) Directorships During the Past 5 Years
- ----------------------------------------------------------------------------------------------------------------------
Kathleen Sullivan D'Eramo(9) Director(5), Deutsche Asset Management
(1957)
Assistant Treasurer,
2003-present
- ----------------------------------------------------------------------------------------------------------------------
Diane Kenneally(9) Director(5), Deutsche Asset Management
(1966)
Assistant Treasurer,
2007-present
- ----------------------------------------------------------------------------------------------------------------------
Jason Vazquez(8) (1972) Vice President, Deutsche Asset Management (since 2006); formerly, AML Operations
Anti-Money Laundering Manager for Bear Stearns (2004-2006), Supervising Compliance Principal and
Compliance Officer, Operations Manager for AXA Financial (1999-2004)
2007-present
- ----------------------------------------------------------------------------------------------------------------------
Robert Kloby(8) (1962) Managing Director(5), Deutsche Asset Management (2004-present); formerly, Chief
Chief Compliance Officer, Compliance Officer/Chief Risk Officer, Robeco USA (2000-2004); Vice President,
2006-present The Prudential Insurance Company of America (1988-2000); E.F. Hutton and Company
(1984-1988)
- ----------------------------------------------------------------------------------------------------------------------
J. Christopher Jackson(8) Director(5), Deutsche Asset Management (2006-present); formerly, Director, Senior
(1951) Vice President, General Counsel, and Assistant Secretary, Hansberger Global
Chief Legal Officer, Investors, Inc. (1996-2006); Director, National Society of Compliance
2006-present Professionals (2002-2005)(2006-2009)
- ----------------------------------------------------------------------------------------------------------------------
(1) The length of time served represents the year in which the Board Member
joined the board of one or more DWS funds currently overseen by the Board.
(2) Represents the year in which Ms. Driscoll was first appointed Chairperson
of certain DWS funds.
(3) A publicly held company with securities registered pursuant to Section 12
of the Securities Exchange Act of 1934.
(4) The mailing address of Axel Schwarzer is c/o Deutsche Investment Management
Americas Inc., 345 Park Avenue, New York, New York 10154. Mr. Schwarzer is
an interested Board Member by virtue of his positions with Deutsche Asset
Management. As an interested person, Mr. Schwarzer receives no compensation
from the Funds.
(5) Executive title, not a board directorship.
(6) As a result of their respective positions held with the Advisor, these
individuals are considered "interested persons" of the Advisor within the
meaning of the 1940 Act. Interested persons receive no compensation from
the Funds.
(7) The length of time served represents the year in which the officer was
first elected in such capacity for one or more DWS funds.
(8) Address: 345 Park Avenue, New York, New York 10154.
(9) Address: Two International Place, Boston, Massachusetts 02110.
Certain officers hold similar positions for other investment companies for which
the Advisor or an affiliate serves as the Advisor.
-5-
Officer's Role with Principal Underwriter: DWS Scudder Distributors, Inc.
Paul H. Schubert: Vice President
Caroline Pearson: Secretary
Board Members' Responsibilities. The officers of the Funds manage its day-to-day
operations under the direction of the Board. The primary responsibility of the
Board is to represent the interests of the Funds and to provide oversight of the
management of the Funds.
Board Committees. The Board has established the following standing committees:
Audit Committee, Nominating and Governance Committee, Contract Committee, Equity
Oversight Committee, Fixed-Income and Quant Oversight Committee, Marketing and
Shareholder Services Committee, and Operations Committee. For each committee,
the Board has adopted a written charter setting forth each committee's
responsibilities. Each committee was reconstituted effective April 1, 2008.
Audit Committee: The Audit Committee, which consists entirely of Independent
Board Members, assists the Board in fulfilling its responsibility for oversight
of (1) the integrity of the financial statements, (2) the Funds' accounting and
financial reporting policies and procedures, (3) the Funds' compliance with
legal and regulatory requirements related to accounting and financial reporting
and (4) the qualifications, independence and performance of the independent
registered public accounting firm for the Funds. It also approves and recommends
to the Board the appointment, retention or termination of the independent
registered public accounting firm for the Funds, reviews the scope of audit and
internal controls, considers and reports to the Board on matters relating to the
Funds' accounting and financial reporting practices, and performs such other
tasks as the full Board deems necessary or appropriate. The Audit Committee
receives annual representations from the independent registered public
accounting firm as to its independence. The members of the Audit Committee are
William McClayton (Chair), Kenneth C. Froewiss (Vice Chair), John W. Ballantine,
Henry P. Becton, Jr., Keith R. Fox and William N. Searcy, Jr. During the
calendar year 2007, the Audit Committee of the Funds' Board held nine (9)
meetings.
Nominating and Governance Committee: The Nominating and Governance Committee,
which consists entirely of Independent Board Members, recommends individuals for
membership on the Board, nominates officers, board and committee chairs, vice
chairs and committee members, and oversees the operations of the Board. The
Nominating and Governance Committee also reviews recommendations by shareholders
for candidates for Board positions. Shareholders may recommend candidates for
Board positions by forwarding their correspondence by US mail or courier service
to Dawn-Marie Driscoll, P.O. Box 100176, Cape Coral, FL 33904. The members of
the Nominating and Governance Committee are Henry P. Becton, Jr. (Chair),
Rebecca W. Rimel (Vice Chair), Paul K. Freeman and William McClayton. During the
calendar year 2007, the Nominating/Corporate Governance Committee of the Funds'
Board performed similar functions and held three (3) meetings.
Contract Committee: The Contract Committee, which consists entirely of
Independent Board Members, reviews at least annually, (a) the Funds' financial
arrangements with DIMA and its affiliates, and (b) the Funds' expense ratios.
The members of the Contract Committee are Robert H. Wadsworth (Chair), Keith R.
Fox (Vice Chair), Henry P. Becton, Jr., Richard J. Herring, William McClayton
and Jean Gleason Stromberg.
Equity Oversight Committee: The Equity Oversight Committee reviews the
investment operations of those Funds that primarily invest in equity securities
(except for those funds managed by a quantitative investment team). The members
of the Equity Oversight Committee are John W. Ballantine (Chair), William
McClayton (Vice Chair), Henry P. Becton, Jr., Keith R. Fox, Richard J. Herring
and Rebecca W. Rimel. During the calendar year 2007, the Equity Oversight
Committee of the Funds' Board performed similar functions and held six (6)
meetings.
Fixed-Income and Quant Oversight Committee: The Fixed-Income and Quant Oversight
Committee reviews the investment operations of those Funds that primarily invest
in fixed-income securities or are managed by a quantitative investment team. The
members of the Fixed-Income and Quant Oversight Committee are William N. Searcy,
Jr. (Chair), Jean Gleason Stromberg (Vice Chair), Dawn-Marie Driscoll, Paul K.
Freeman, Kenneth C. Froewiss and Robert H. Wadsworth. During the calendar year
2007, the Fixed-Income Oversight Committee of the Funds' Board performed similar
functions and held six (6) meetings.
-6-
Marketing and Shareholder Services Committee: The Marketing and Shareholder
Services Committee reviews the Funds' marketing program, sales practices and
literature and shareholder services. The members of the Marketing and
Shareholder Services Committee are Richard J. Herring (Chair), Dawn-Marie
Driscoll (Vice Chair), Paul K. Freeman, Rebecca W. Rimel, Jean Gleason Stromberg
and Robert H. Wadsworth. During the calendar year 2007, the
Marketing/Distribution/Shareholder Service Committee of the Funds' Board
performed similar functions and held seven (7) meetings.
The Operations Committee: The Operations Committee reviews the administrative
operations, legal affairs and general compliance matters of the Funds. The
Operations Committee reviews administrative matters related to the operations of
the Funds, policies and procedures relating to portfolio transactions, custody
arrangements, fidelity bond and insurance arrangements, valuation of Fund assets
and securities and such other tasks as the full Board deems necessary or
appropriate. The Operations Committee also oversees the valuation of the Funds'
securities and other assets and determines, as needed, the fair value of Fund
securities or other assets under certain circumstances as described in the
Funds' Valuation Procedures. The Operations Committee has appointed a Valuation
Sub-Committee, which may make determinations of fair value required when the
Operations Committee is not in session. The members of the Operations Committee
are Paul K. Freeman (Chair), Dawn-Marie Driscoll (Vice Chair), John W.
Ballantine, Kenneth C. Froewiss, Rebecca W. Rimel and William N. Searcy, Jr. The
members of the Valuation Sub-Committee are Kenneth C. Froewiss (Chair), John W.
Ballantine, Dawn-Marie Driscoll (Alternate), Paul K. Freeman (Alternate),
Rebecca W. Rimel (Alternate) and William N. Searcy, Jr. (Alternate). During the
calendar year 2007, the Expenses/Operations Committee, which held nine (9)
meetings, and Valuation Committee, which held six (6) meetings, except for DWS
High Income Plus Fund, DWS Communications Fund, DWS International Value
Opportunities Fund, DWS Growth & Income Fund and DWS Climate Change Fund which
held seven (7) meetings, DWS RREEF Global Real Estate Securities Fund, DWS
Global Thematic Fund, DWS Emerging Markets Equity Fund and DWS Japan Equity Fund
which held eight (8) meetings, DWS Gold & Precious Metals Fund which held eleven
(11) meetings and DWS Global Opportunities Fund which held twelve (12) meetings,
performed similar functions.
Ad Hoc Committees. In addition to the standing committees described above, from
time to time the Board may also form ad hoc committees to consider specific
issues.
Remuneration. Each Independent Board Member receives compensation from the Funds
for his or her services, which includes an annual retainer and an attendance fee
for each meeting attended. No additional compensation is paid to any Independent
Board Member for travel time to meetings, attendance at directors' educational
seminars or conferences, service on industry or association committees,
participation as speakers at directors' conferences or service on special fund
industry director task forces or subcommittees. Independent Board Members do not
receive any employee benefits such as pension or retirement benefits or health
insurance from the Funds or any fund in the DWS fund complex.
Board Members who are officers, directors, employees or stockholders of Deutsche
Asset Management ("DeAM") or its affiliates receive no direct compensation from
the Funds, although they are compensated as employees of Deutsche Asset
Management, or its affiliates, and as a result may be deemed to participate in
fees paid by the Funds. The following tables show compensation from the Funds
and aggregate compensation from all of the funds in the DWS fund complex
received by each Independent Board Member during the calendar year 2007. Mr.
Schwarzer is an interested person of the Funds and received no compensation from
the Funds or any fund in the DWS fund complex during the relevant periods.
- --------------------------------------------------------------------------------------------------------------------
Aggregate Compensation from Fund
-----------------------------------------------------------------------------------------
Cash Management Fund Cash Reserve Fund, Cash Reserves Daily Assets Fund
Name of Board Member Institutional Inc. - Prime Series Fund Institutional Institutional
- --------------------------------------------------------------------------------------------------------------------
John W. Ballantine $0 $0 $0 $0
- --------------------------------------------------------------------------------------------------------------------
Henry P. Becton, Jr. $83 $3,031 $83 $9,271
- --------------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll $83 $3,795 $83 $11,630
- --------------------------------------------------------------------------------------------------------------------
Keith R. Fox $83 $3,033 $83 $9,352
- --------------------------------------------------------------------------------------------------------------------
Paul K. Freeman $0 $0 $0 $0
- --------------------------------------------------------------------------------------------------------------------
-7-
- --------------------------------------------------------------------------------------------------------------------
Aggregate Compensation from Fund
-----------------------------------------------------------------------------------------
Cash Management Fund Cash Reserve Fund, Cash Reserves Daily Assets Fund
Name of Board Member Institutional Inc. - Prime Series Fund Institutional Institutional
- --------------------------------------------------------------------------------------------------------------------
Kenneth C. Froewiss $83 $2,987 $83 $9,215
- --------------------------------------------------------------------------------------------------------------------
Richard J. Herring $83 $2,871 $83 $8,947
- --------------------------------------------------------------------------------------------------------------------
William McClayton $0 $0 $0 $0
- --------------------------------------------------------------------------------------------------------------------
Rebecca W. Rimel $83 $2,795 $83 $8,718
- --------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr. $83 $2,987 $83 $9,215
- --------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg $83 $2,795 $83 $8,667
- --------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth $0 $0 $0 $0
- --------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Aggregate Compensation from Fund
------------------------------------------------------------------------------------------
DWS Capital DWS Climate DWS Commodity DWS
Name of Board Member Growth Fund Change Fund Securities Fund Communications Fund
- ---------------------------------------------------------------------------------------------------------------------
John W. Ballantine $0 $0 $0 $0
- ---------------------------------------------------------------------------------------------------------------------
Henry P. Becton, Jr. $4,233 $0 $642 $865
- ---------------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll $5,313 $0 $804 $1,088
- ---------------------------------------------------------------------------------------------------------------------
Keith R. Fox $4,265 $0 $647 $872
- ---------------------------------------------------------------------------------------------------------------------
Paul K. Freeman $0 $0 $0 $0
- ---------------------------------------------------------------------------------------------------------------------
Kenneth C. Froewiss $4,202 $0 $638 $859
- ---------------------------------------------------------------------------------------------------------------------
Richard J. Herring $4,095 $0 $621 $838
- ---------------------------------------------------------------------------------------------------------------------
William McClayton $0 $0 $0 $0
- ---------------------------------------------------------------------------------------------------------------------
Rebecca W. Rimel $3,990 $0 $605 $817
- ---------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr. $4,202 $0 $638 $859
- ---------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg $3,969 $0 $602 $812
- ---------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth $0 $0 $0 $0
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Aggregate Compensation from Fund
------------------------------------------------------------------------------------------
DWS Core Fixed DWS Core Plus Income DWS EAFE Equity Index DWS Emerging Markets
Name of Board Member Income Fund Fund Fund Equity Fund
- ---------------------------------------------------------------------------------------------------------------------
John W. Ballantine $0 $0 $0 $0
- ---------------------------------------------------------------------------------------------------------------------
Henry P. Becton, Jr. $3,497 $1,503 $1,033 $800
- ---------------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll $4,395 $1,887 $1,299 $1,006
- ---------------------------------------------------------------------------------------------------------------------
Keith R. Fox $3,525 $1,515 $1,042 $806
- ---------------------------------------------------------------------------------------------------------------------
Paul K. Freeman $0 $0 $0 $0
- ---------------------------------------------------------------------------------------------------------------------
Kenneth C. Froewiss $3,472 $1,492 $1,027 $794
- ---------------------------------------------------------------------------------------------------------------------
Richard J. Herring $3,381 $1,454 $999 $775
- ---------------------------------------------------------------------------------------------------------------------
William McClayton $0 $0 $0 $0
- ---------------------------------------------------------------------------------------------------------------------
Rebecca W. Rimel $3,294 $1,417 $973 $755
- ---------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr. $3,472 $1,492 $1,027 $794
- ---------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg $3,276 $1,410 $968 $750
- ---------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth $0 $0 $0 $0
- ---------------------------------------------------------------------------------------------------------------------
-8-
- ---------------------------------------------------------------------------------------------------------------------
Aggregate Compensation from Fund
------------------------------------------------------------------------------------------
DWS Emerging
Markets Fixed DWS Enhanced DWS Equity 500 Index DWS Equity
Name of Board Member Income Fund S&P 500 Index Fund Fund Income Fund
- ---------------------------------------------------------------------------------------------------------------------
John W. Ballantine $0 $0 $0 $0
- ---------------------------------------------------------------------------------------------------------------------
Henry P. Becton, Jr. $551 $244 $83 $339
- ---------------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll $692 $306 $83 $426
- ---------------------------------------------------------------------------------------------------------------------
Keith R. Fox $556 $246 $83 $342
- ---------------------------------------------------------------------------------------------------------------------
Paul K. Freeman $0 $0 $0 $0
- ---------------------------------------------------------------------------------------------------------------------
Kenneth C. Froewiss $547 $242 $83 $337
- ---------------------------------------------------------------------------------------------------------------------
Richard J. Herring $533 $236 $83 $328
- ---------------------------------------------------------------------------------------------------------------------
William McClayton $0 $0 $0 $0
- ---------------------------------------------------------------------------------------------------------------------
Rebecca W. Rimel $519 $230 $83 $320
- ---------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr. $547 $242 $83 $337
- ---------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg $516 $229 $83 $318
- ---------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth $0 $0 $0 $0
- ---------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
Aggregate Compensation from Fund
-----------------------------------------------------------------------------------------
DWS Equity DWS Europe DWS Floating DWS Global
Name of Board Member Partners Fund Equity Fund Rate Plus Fund Bond Fund
- --------------------------------------------------------------------------------------------------------------------
John W. Ballantine $0 $0 $0 $0
- --------------------------------------------------------------------------------------------------------------------
Henry P. Becton, Jr. $1,091 $1,403 $13 $317
- --------------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll $1,369 $1,763 $17 $398
- --------------------------------------------------------------------------------------------------------------------
Keith R. Fox $1,099 $1,413 $13 $319
- --------------------------------------------------------------------------------------------------------------------
Paul K. Freeman $0 $0 $0 $0
- --------------------------------------------------------------------------------------------------------------------
Kenneth C. Froewiss $1,083 $1,392 $13 $314
- --------------------------------------------------------------------------------------------------------------------
Richard J. Herring $1,055 $1,357 $13 $307
- --------------------------------------------------------------------------------------------------------------------
William McClayton $0 $0 $0 $0
- --------------------------------------------------------------------------------------------------------------------
Rebecca W. Rimel $1,028 $1,322 $13 $299
- --------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr. $1,083 $1,392 $13 $314
- --------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg $1,023 $1,315 $13 $297
- --------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth $0 $0 $0 $0
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
Aggregate Compensation from Fund
------------------------------------------------------------------------------------------
DWS Global DWS Global DWS DWS Gold &
Name of Board Member Opportunities Fund Thematic Fund GNMA Fund Precious Metals Fund
- --------------------------------------------------------------------------------------------------------------------
John W. Ballantine $0 $0 $0 $0
- --------------------------------------------------------------------------------------------------------------------
Henry P. Becton, Jr. $1,927 $4,545 $5,837 $1,590
- --------------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll $2,419 $5,719 $7,323 $1,998
- --------------------------------------------------------------------------------------------------------------------
Keith R. Fox $1,942 $4,585 $5,880 $1,602
- --------------------------------------------------------------------------------------------------------------------
Paul K. Freeman $0 $0 $0 $0
- --------------------------------------------------------------------------------------------------------------------
Kenneth C. Froewiss $1,914 $4,517 $5,793 $1,578
- --------------------------------------------------------------------------------------------------------------------
Richard J. Herring $1,862 $4,394 $5,647 $1,539
- --------------------------------------------------------------------------------------------------------------------
William McClayton $0 $0 $0 $0
- --------------------------------------------------------------------------------------------------------------------
Rebecca W. Rimel $1,814 $4,281 $5,502 $1,499
- --------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr. $1,914 $4,517 $5,793 $1,578
- --------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg $1,804 $4,254 $5,475 $1,491
- --------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth $0 $0 $0 $0
- --------------------------------------------------------------------------------------------------------------------
-9-
- --------------------------------------------------------------------------------------------------------------------
Aggregate Compensation from Fund
------------------------------------------------------------------------------------------
DWS Growth & Income DWS Health DWS High Income DWS Strategic High
Name of Board Member Fund Care Fund Plus Fund Yield Tax-Free Fund
- --------------------------------------------------------------------------------------------------------------------
John W. Ballantine $0 $0 $0 $0
- --------------------------------------------------------------------------------------------------------------------
Henry P. Becton, Jr. $10,499 $522 $978 $2,201
- --------------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll $13,180 $655 $1,228 $2,766
- --------------------------------------------------------------------------------------------------------------------
Keith R. Fox $10,578 $526 $986 $2,219
- --------------------------------------------------------------------------------------------------------------------
Paul K. Freeman $0 $0 $0 $0
- --------------------------------------------------------------------------------------------------------------------
Kenneth C. Froewiss $10,421 $518 $971 $2,186
- --------------------------------------------------------------------------------------------------------------------
Richard J. Herring $10,157 $505 $945 $2,129
- --------------------------------------------------------------------------------------------------------------------
William McClayton $0 $0 $0 $0
- --------------------------------------------------------------------------------------------------------------------
Rebecca W. Rimel $9,896 $492 $921 $2,074
- --------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr. $10,421 $518 $971 $2,186
- --------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg $9,847 $489 $917 $2,063
- --------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth $0 $0 $0 $0
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
Aggregate Compensation from Fund
------------------------------------------------------------------------------------------
DWS Inflation DWS Intermediate DWS International DWS International
Name of Board Member Protected Plus Fund Tax/AMT Free Fund Fund Select Equity Fund
- --------------------------------------------------------------------------------------------------------------------
John W. Ballantine $0 $0 $0 $0
- --------------------------------------------------------------------------------------------------------------------
Henry P. Becton, Jr. $69 $1,512 $4,603 $588
- --------------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll $87 $1,898 $5,791 $739
- --------------------------------------------------------------------------------------------------------------------
Keith R. Fox $70 $1,523 $4,641 $593
- --------------------------------------------------------------------------------------------------------------------
Paul K. Freeman $0 $0 $0 $0
- --------------------------------------------------------------------------------------------------------------------
Kenneth C. Froewiss $69 $1,501 $4,572 $584
- --------------------------------------------------------------------------------------------------------------------
Richard J. Herring $67 $1,463 $4,457 $569
- --------------------------------------------------------------------------------------------------------------------
William McClayton $0 $0 $0 $0
- --------------------------------------------------------------------------------------------------------------------
Rebecca W. Rimel $65 $1,426 $4,343 $555
- --------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr. $69 $1,501 $4,572 $584
- --------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg $65 $1,418 $4,317 $552
- --------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth $0 $0 $0 $0
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
Aggregate Compensation from Fund
------------------------------------------------------------------------------------------
DWS International DWS Large DWS
Value DWS Japan Company Latin America
Name of Board Member Opportunities Fund Equity Fund Growth Fund Equity Fund
- --------------------------------------------------------------------------------------------------------------------
John W. Ballantine $0 $0 $0 $0
- --------------------------------------------------------------------------------------------------------------------
Henry P. Becton, Jr. $28 $497 $744 $2,261
- --------------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll $35 $623 $933 $2,846
- --------------------------------------------------------------------------------------------------------------------
Keith R. Fox $28 $500 $749 $2,280
- --------------------------------------------------------------------------------------------------------------------
Paul K. Freeman $0 $0 $0 $0
- --------------------------------------------------------------------------------------------------------------------
Kenneth C. Froewiss $28 $493 $738 $2,246
- --------------------------------------------------------------------------------------------------------------------
Richard J. Herring $27 $480 $720 $2,190
- --------------------------------------------------------------------------------------------------------------------
William McClayton $0 $0 $0 $0
- --------------------------------------------------------------------------------------------------------------------
Rebecca W. Rimel $26 $468 $701 $2,134
- --------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr. $28 $493 $738 $2,246
- --------------------------------------------------------------------------------------------------------------------
-10-
- --------------------------------------------------------------------------------------------------------------------
Aggregate Compensation from Fund
------------------------------------------------------------------------------------------
DWS International DWS Large DWS
Value DWS Japan Company Latin America
Name of Board Member Opportunities Fund Equity Fund Growth Fund Equity Fund
- --------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg $26 $465 $698 $2,121
- --------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth $0 $0 $0 $0
- --------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Aggregate Compensation from Fund
------------------------------------------------------------------------------------------
DWS LifeCompass DWS LifeCompass DWS LifeCompass DWS LifeCompass
Name of Board Membe Retirement Fund 2015 Fund 2020 Fund 2030 Fund
- ----------------------------------------------------------------------------------------------------------------------
John W. Ballantine $0 $0 $0 $0
- ----------------------------------------------------------------------------------------------------------------------
Henry P. Becton, Jr. $344 $760 $766 $82
- ----------------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll $432 $955 $962 $104
- ----------------------------------------------------------------------------------------------------------------------
Keith R. Fox $347 $766 $772 $83
- ----------------------------------------------------------------------------------------------------------------------
Paul K. Freeman $0 $0 $0 $0
- ----------------------------------------------------------------------------------------------------------------------
Kenneth C. Froewiss $342 $755 $761 $82
- ----------------------------------------------------------------------------------------------------------------------
Richard J. Herring $333 $735 $741 $80
- ----------------------------------------------------------------------------------------------------------------------
William McClayton $0 $0 $0 $0
- ----------------------------------------------------------------------------------------------------------------------
Rebecca W. Rimel $324 $716 $722 $78
- ----------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr. $342 $755 $761 $82
- ----------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg $323 $712 $718 $77
- ----------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth $0 $0 $0 $0
- ----------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
Aggregate Compensation from Fund
------------------------------------------------------------------------------------------
DWS LifeCompass DWS Lifecycle Long DWS Managed Municipal DWS Massachusetts
Name of Board Member 2040 Fund Range Fund Bond Fund Tax-Free Fund
- --------------------------------------------------------------------------------------------------------------------
John W. Ballantine $0 $0 $0 $0
John W. Ballantine
- --------------------------------------------------------------------------------------------------------------------
Henry P. Becton, Jr. $0 $1,854 $9,165 $1,040
- --------------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll $0 $2,329 $11,505 $1,306
- --------------------------------------------------------------------------------------------------------------------
Keith R. Fox $0 $1,868 $9,233 $1,047
- --------------------------------------------------------------------------------------------------------------------
Paul K. Freeman $0 $0 $0 $0
- --------------------------------------------------------------------------------------------------------------------
Kenneth C. Froewiss $0 $1,841 $9,097 $1,034
- --------------------------------------------------------------------------------------------------------------------
Richard J. Herring $0 $1,794 $8,867 $1,008
- --------------------------------------------------------------------------------------------------------------------
William McClayton $0 $0 $0 $0
- --------------------------------------------------------------------------------------------------------------------
Rebecca W. Rimel $0 $1,748 $8,639 $981
- --------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr. $0 $1,841 $9,097 $1,034
- --------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg $0 $1,739 $8,595 $975
- --------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth $0 $0 $0 $0
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
Aggregate Compensation from Fund
------------------------------------------------------------------------------------------
DWS RREEF
DWS Micro DWS Mid Cap DWS Money Global Real Estate
Name of Board Member Cap Fund Growth Fund Market Series Securities Fund
- --------------------------------------------------------------------------------------------------------------------
John W. Ballantine $0 $0 $0 $0
- --------------------------------------------------------------------------------------------------------------------
Henry P. Becton, Jr. $160 $3,056 $33,817 $1,167
- --------------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll $200 $3,836 $41,978 $1,474
- --------------------------------------------------------------------------------------------------------------------
-11-
- --------------------------------------------------------------------------------------------------------------------
Aggregate Compensation from Fund
------------------------------------------------------------------------------------------
DWS RREEF
DWS Micro DWS Mid Cap DWS Money Global Real Estate
Name of Board Member Cap Fund Growth Fund Market Series Securities Fund
- --------------------------------------------------------------------------------------------------------------------
Keith R. Fox $161 $3,079 $34,003 $1,180
- --------------------------------------------------------------------------------------------------------------------
Paul K. Freeman $0 $0 $0 $0
- --------------------------------------------------------------------------------------------------------------------
Kenneth C. Froewiss $159 $3,034 $33,496 $1,162
- --------------------------------------------------------------------------------------------------------------------
Richard J. Herring $155 $2,958 $32,413 $1,125
- --------------------------------------------------------------------------------------------------------------------
William McClayton $0 $0 $0 $0
- --------------------------------------------------------------------------------------------------------------------
Rebecca W. Rimel $151 $2,882 $31,573 $1,096
- --------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr. $159 $3,034 $33,496 $1,162
- --------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg $150 $2,867 $31,573 $1,088
- --------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth $0 $0 $0 $0
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
Aggregate Compensation from Fund
------------------------------------------------------------------------------------------
DWS RREEF
Real Estate DWS S&P 500 DWS Short DWS Short
Name of Board Member Securities Fund Index Fund Duration Fund Duration Plus Fund
- --------------------------------------------------------------------------------------------------------------------
$0 $0 $0 $0
John W. Ballantine
- --------------------------------------------------------------------------------------------------------------------
Henry P. Becton, Jr. $4,694 $1,366 $271 $2,008
- --------------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll $5,889 $1,683 $339 $2,517
- --------------------------------------------------------------------------------------------------------------------
Keith R. Fox $4,730 $1,373 $273 $2,029
- --------------------------------------------------------------------------------------------------------------------
Paul K. Freeman $0 $0 $0 $0
- --------------------------------------------------------------------------------------------------------------------
Kenneth C. Froewiss $4,659 $1,354 $269 $2,000
- --------------------------------------------------------------------------------------------------------------------
Richard J. Herring $4,526 $1,309 $262 $1,933
- --------------------------------------------------------------------------------------------------------------------
William McClayton $0 $0 $0 $0
- --------------------------------------------------------------------------------------------------------------------
Rebecca W. Rimel $4,409 $1,276 $255 $1,884
- --------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr. $4,659 $1,354 $269 $2,000
- --------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg $4,390 $1,276 $254 $1,870
- --------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth $0 $0 $0 $0
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
Aggregate Compensation from Fund
------------------------------------------------------------------------------------------
DWS Short-
Term Municipal DWS Small Cap Core DWS Small Cap Growth DWS Small Cap Value
Name of Board Member Bond Fund Fund Fund Fund
- --------------------------------------------------------------------------------------------------------------------
John W. Ballantine $0 $0 $0 $0
- --------------------------------------------------------------------------------------------------------------------
Henry P. Becton, Jr. $1,143 $365 $1,043 $746
- --------------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll $1,434 $457 $1,308 $935
- --------------------------------------------------------------------------------------------------------------------
Keith R. Fox $1,152 $367 $1,050 $751
- --------------------------------------------------------------------------------------------------------------------
Paul K. Freeman $0 $0 $0 $0
- --------------------------------------------------------------------------------------------------------------------
Kenneth C. Froewiss $1,135 $362 $1,034 $740
- --------------------------------------------------------------------------------------------------------------------
Richard J. Herring $1,107 $353 $1,011 $721
- --------------------------------------------------------------------------------------------------------------------
William McClayton $0 $0 $0 $0
- --------------------------------------------------------------------------------------------------------------------
Rebecca W. Rimel $1,079 $344 $985 $703
- -------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr. $1,135 $362 $1,034 $740
- --------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg $1,073 $342 $981 $699
- --------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth $0 $0 $0 $0
- --------------------------------------------------------------------------------------------------------------------
-12-
- --------------------------------------------------------------------------------------------------------------------
Aggregate Compensation from Fund
------------------------------------------------------------------------------------------
DWS U.S. Bond DWS Value NY Tax Free Tax Free Money
Name of Board Member Index Fund Builder Fund Money Fund Fund Investment
- --------------------------------------------------------------------------------------------------------------------
John W. Ballantine $0 $0 $0 $0
- --------------------------------------------------------------------------------------------------------------------
Henry P. Becton, Jr. $375 $952 $242 $1,035
- --------------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll $471 $1,192 $295 $1,329
- --------------------------------------------------------------------------------------------------------------------
Keith R. Fox $378 $958 $243 $1,041
- --------------------------------------------------------------------------------------------------------------------
Paul K. Freeman $0 $0 $0 $0
- --------------------------------------------------------------------------------------------------------------------
Kenneth C. Froewiss $373 $944 $240 $1,025
- --------------------------------------------------------------------------------------------------------------------
Richard J. Herring $363 $920 $234 $1,025
- --------------------------------------------------------------------------------------------------------------------
William McClayton $0 $0 $0 $0
- --------------------------------------------------------------------------------------------------------------------
Rebecca W. Rimel $353 $897 $229 $997
- --------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr. $373 $944 $240 $1,025
- --------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg $351 $893 $228 $990
- --------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth $0 $0 $0 $0
- --------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------
Total Compensation from
Name of Board Member Fund and DWS Fund Complex(1)
- ----------------------------------------------------------------------
Independent Board Members
- ----------------------------------------------------------------------
John W. Ballantine $215,000
- ----------------------------------------------------------------------
Henry P. Becton, Jr.(4) $200,000
- ----------------------------------------------------------------------
Dawn-Marie Driscoll(2)(4) $253,000
- ----------------------------------------------------------------------
Keith R. Fox(4) $203,000
- ----------------------------------------------------------------------
Paul K. Freeman(3) $265,000
- ----------------------------------------------------------------------
Kenneth C. Froewiss(4) $200,000
- ----------------------------------------------------------------------
Richard J. Herring(4) $195,000
- ----------------------------------------------------------------------
William McClayton(5) $205,000
- ----------------------------------------------------------------------
Rebecca W. Rimel(4) $194,000
- ----------------------------------------------------------------------
William N. Searcy, Jr.(4) $200,000
- ----------------------------------------------------------------------
Jean Gleason Stromberg(4) $189,000
- ----------------------------------------------------------------------
Robert H. Wadsworth $245,250
- ----------------------------------------------------------------------
(1) The DWS fund complex is composed of 138 funds as of December 31, 2007.
(2) Includes $50,000 in annual retainer fees received by Ms. Driscoll as
Chairperson of certain DWS funds.
(3) Includes $25,000 paid to Dr. Freeman for numerous special meetings of an ad
hoc committee in connection with board consolidation initiatives and
$50,000 in annual retainer fees received by Dr. Freeman as Chairperson of
certain DWS funds.
(4) Aggregate compensation includes amounts paid to the Board Members for
special meetings of ad hoc committees of the board in connection with the
consolidation of the DWS fund boards and various funds, meetings for
considering fund expense simplification initiatives, and consideration of
issues specific to the Funds' direct shareholders (i.e., those shareholders
who did not purchase shares through financial intermediaries). Such amounts
totaled $1,000 for Mr. Becton, $1,000 for Ms. Driscoll, $1,000 for Mr. Fox,
$1,000 for Mr. Froewiss, $1,000 for Dr. Herring, $5,000 for Ms. Rimel,
$1,000 for Mr. Searcy and $1,000 for Ms. Stromberg. These meeting fees were
borne by the Advisor.
-13-
(5) Does not include $15,000 to be paid to Mr. McClayton in calendar year 2008
for numerous special meetings of an ad hoc committee of the former Chicago
Board in connection with board consolidation initiatives.
Dr. Freeman, prior to his service as Independent Board Member, served as a board
member of certain funds in the Deutsche Bank complex ("DB Funds"). In connection
with his resignation and the resignation of certain other board members of the
DB Funds on July 30, 2002 (the "Effective Date"), which was part of a
restructuring of the boards overseeing the DB Funds, Deutsche Asset Management,
Inc. ("DAMI") agreed to recommend, and, if necessary obtain, directors and
officers ("D&O") liability insurance coverage for the prior board members,
including Dr. Freeman, that is at least as equivalent in scope and amount to the
D&O coverage provided to the prior board members for the six-year period
following the Effective Date. In the event that D&O insurance coverage is not
available in the commercial marketplace on commercially reasonable terms from a
conventional third party insurer, DeAM reserved the right to provide
substantially equivalent protection in the form of an indemnity or financial
guarantee from an affiliate of DeAM. The D&O policy in effect prior to the
Effective Date provided aggregate coverage of $25,000,000, subject to a $250,000
per claim deductible.
Board Member Ownership in the Funds
Each Board Member owns over $100,000 of shares on an aggregate basis in all DWS
funds overseen by the Board as of December 31, 2007. Securities beneficially
owned as defined under the 1934 Act include direct and/or indirect ownership of
securities where a Board Member's economic interest is tied to the securities,
employment ownership and securities when the Board Member can exert voting power
and when the Board Member has authority to sell the securities. The dollar
ranges are: None, $1-$10,000, $10,001-$50,000, $50,001-$100,000 and over
$100,000.
- -------------------------------------------------------------------------------------------------------------------------
Aggregate Dollar Range of Equity Securities in the Fund
---------------------------------------------------------------------------------------------
Cash Management Cash Reserve Fund, Inc. - Cash Reserves Daily Assets Fund
Name of Board Member Fund Institutional Prime Series Fund Institutional Institutional
- -------------------------------------------------------------------------------------------------------------------------
Independent Board Members
- -------------------------------------------------------------------------------------------------------------------------
John W. Ballantine None None None None
- -------------------------------------------------------------------------------------------------------------------------
Henry P. Becton, Jr. None None None None
- -------------------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll None None None None
- -------------------------------------------------------------------------------------------------------------------------
Keith R. Fox None $1 - $10,000 None None
- -------------------------------------------------------------------------------------------------------------------------
Paul K. Freeman None None None None
- -------------------------------------------------------------------------------------------------------------------------
Kenneth C. Froewiss None None None None
- -------------------------------------------------------------------------------------------------------------------------
Richard J. Herring None None None None
- -------------------------------------------------------------------------------------------------------------------------
William McClayton None None None None
- -------------------------------------------------------------------------------------------------------------------------
Rebecca W. Rimel None None None None
- -------------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr. None None None None
- -------------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg None None None None
- -------------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth None None None None
- -------------------------------------------------------------------------------------------------------------------------
Interested Board Member
- -------------------------------------------------------------------------------------------------------------------------
Axel Schwarzer None None None None
- -------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Aggregate Dollar Range of Equity Securities in the Fund
------------------------------------------------------------------------------------------------
DWS Capital DWS Climate DWS Commodity DWS Communications
Name of Board Member Growth Fund Change Fund Securities Fund Fund
- --------------------------------------------------------------------------------------------------------------------------
Independent Board Members
- --------------------------------------------------------------------------------------------------------------------------
John W. Ballantine None None None None
- --------------------------------------------------------------------------------------------------------------------------
Henry P. Becton, Jr. $1 - $10,000 $1 - $10,000 $1 - $10,000 None
- --------------------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll $10,001 - $50,000 $10,001 - $50,000 None None
- --------------------------------------------------------------------------------------------------------------------------
Keith R. Fox None None None None
- --------------------------------------------------------------------------------------------------------------------------
Paul K. Freeman None None None None
- --------------------------------------------------------------------------------------------------------------------------
-14-
- --------------------------------------------------------------------------------------------------------------------------
Aggregate Dollar Range of Equity Securities in the Fund
------------------------------------------------------------------------------------------------
DWS Capital DWS Climate DWS Commodity DWS Communications
Name of Board Member Growth Fund Change Fund Securities Fund Fund
- --------------------------------------------------------------------------------------------------------------------------
Kenneth C. Froewiss None None None None
- --------------------------------------------------------------------------------------------------------------------------
Richard J. Herring $10,001 - $50,000 None None None
- --------------------------------------------------------------------------------------------------------------------------
William McClayton None None None None
- --------------------------------------------------------------------------------------------------------------------------
Rebecca W. Rimel None $10,001 - $50,000 None None
- --------------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr. None None None None
- --------------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg $10,001 - $50,000 None None None
- --------------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth None None None None
- --------------------------------------------------------------------------------------------------------------------------
Interested Board Member
- --------------------------------------------------------------------------------------------------------------------------
Axel Schwarzer None None None None
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Aggregate Dollar Range of Equity Securities in the Fund
------------------------------------------------------------------------------------------------
DWS Core Fixed DWS Core Plus DWS EAFE Equity DWS Emerging Markets
Name of Board Member Income Fund Income Fund Index Fund Equity Fund
- --------------------------------------------------------------------------------------------------------------------------
Independent Board Members
- --------------------------------------------------------------------------------------------------------------------------
John W. Ballantine None None None None
- --------------------------------------------------------------------------------------------------------------------------
Henry P. Becton, Jr. None $10,001 - $50,000 None $10,001 - $50,000
- --------------------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll None $1 - $10,000 None $10,001 - $50,000
- --------------------------------------------------------------------------------------------------------------------------
Keith R. Fox None None None $50,001 - $100,000
- --------------------------------------------------------------------------------------------------------------------------
Paul K. Freeman None None None None
- --------------------------------------------------------------------------------------------------------------------------
Kenneth C. Froewiss $10,001 - $50,000 None None $10,001 - $50,000
- --------------------------------------------------------------------------------------------------------------------------
Richard J. Herring None None None $50,001 - $100,000
- --------------------------------------------------------------------------------------------------------------------------
William McClayton None None None None
- --------------------------------------------------------------------------------------------------------------------------
Rebecca W. Rimel None None None None
- --------------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr. $10,001 - $50,000 None None None
- --------------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg None $10,001 - $50,000 None None
- --------------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth None None None None
- --------------------------------------------------------------------------------------------------------------------------
Interested Board Member
- --------------------------------------------------------------------------------------------------------------------------
Axel Schwarzer None None None None
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Aggregate Dollar Range of Equity Securities in the Fund
-------------------------------------------------------------------------------------------------
DWS Emerging
Markets Fixed Income DWS Enhanced DWS Equity 500 DWS Equity
Name of Board Member Fund S&P 500 Index Fund Index Fund Income Fund
- --------------------------------------------------------------------------------------------------------------------------
Independent Board Members
- --------------------------------------------------------------------------------------------------------------------------
John W. Ballantine None None None None
- --------------------------------------------------------------------------------------------------------------------------
Henry P. Becton, Jr. $1 - $10,000 $1 - $10,000 None None
- --------------------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll $1 - $10,000 $1 - $10,000 None $1 - $10,000
- --------------------------------------------------------------------------------------------------------------------------
Keith R. Fox None None None None
- --------------------------------------------------------------------------------------------------------------------------
Paul K. Freeman None None Over $100,000 None
- --------------------------------------------------------------------------------------------------------------------------
Kenneth C. Froewiss None None None None
- --------------------------------------------------------------------------------------------------------------------------
Richard J. Herring None None None None
- --------------------------------------------------------------------------------------------------------------------------
William McClayton None None None None
- --------------------------------------------------------------------------------------------------------------------------
Rebecca W. Rimel None None None None
- --------------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr. None None None None
- --------------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg None None None None
- --------------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth None None None None
- --------------------------------------------------------------------------------------------------------------------------
Interested Board Member
- --------------------------------------------------------------------------------------------------------------------------
None None None None
Axel Schwarzer
- --------------------------------------------------------------------------------------------------------------------------
-15-
- -----------------------------------------------------------------------------------------------------------------------------
Aggregate Dollar Range of Equity Securities in the Fund
--------------------------------------------------------------------------------------------------
DWS Equity DWS Europe DWS Floating DWS Global
Name of Board Member Partners Fund Equity Fund Rate Plus Fund Bond Fund
- -----------------------------------------------------------------------------------------------------------------------------
Independent Board Members
- -----------------------------------------------------------------------------------------------------------------------------
John W. Ballantine None None None None
- -----------------------------------------------------------------------------------------------------------------------------
Henry P. Becton, Jr. None $10,001 - $50,000 None $10,001 - $50,000
- -----------------------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll None $10,001 - $50,000 None None
- -----------------------------------------------------------------------------------------------------------------------------
Keith R. Fox None $50,001 - $100,000 None None
- -----------------------------------------------------------------------------------------------------------------------------
Paul K. Freeman None None None None
- -----------------------------------------------------------------------------------------------------------------------------
Kenneth C. Froewiss None None None $1 - $10,000
- -----------------------------------------------------------------------------------------------------------------------------
Richard J. Herring $10,001 - $50,000 None None None
- -----------------------------------------------------------------------------------------------------------------------------
William McClayton None None None None
- -----------------------------------------------------------------------------------------------------------------------------
Rebecca W. Rimel None None None None
- -----------------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr. None None None None
- -----------------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg None $10,001 - $50,000 None None
- -----------------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth None None None None
- -----------------------------------------------------------------------------------------------------------------------------
Interested Board Member
- -----------------------------------------------------------------------------------------------------------------------------
Axel Schwarzer None None None None
- -----------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Aggregate Dollar Range of Equity Securities in the Fund
-----------------------------------------------------------------------------------------------
DWS Global DWS Global DWS DWS Gold &
Name of Board Member Opportunities Fund Thematic Fund GNMA Fund Precious Metals Fund
- --------------------------------------------------------------------------------------------------------------------------
Independent Board Members
- --------------------------------------------------------------------------------------------------------------------------
John W. Ballantine None None None None
- --------------------------------------------------------------------------------------------------------------------------
Henry P. Becton, Jr. $10,001 - $50,000 $10,001 - $50,000 $1 - $10,000 $10,001 - $50,000
- --------------------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll None $10,001 - $50,000 $1 - $10,000 $1 - $10,000
- --------------------------------------------------------------------------------------------------------------------------
Keith R. Fox None None None None
- --------------------------------------------------------------------------------------------------------------------------
Paul K. Freeman None None None None
- --------------------------------------------------------------------------------------------------------------------------
Kenneth C. Froewiss None None None None
- --------------------------------------------------------------------------------------------------------------------------
Richard J. Herring $50,001 - $100,000 $50,001 - $100,000 None None
- --------------------------------------------------------------------------------------------------------------------------
William McClayton None None None None
- --------------------------------------------------------------------------------------------------------------------------
Rebecca W. Rimel $50,001 - $100,000 Over $100,000 None None
- --------------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr. None None None None
- --------------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg None $10,001 - $50,000 $10,001 - $50,000 $10,001 - $50,000
- --------------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth None None None None
- --------------------------------------------------------------------------------------------------------------------------
Interested Board Member
- --------------------------------------------------------------------------------------------------------------------------
Axel Schwarzer $50,001 - $100,000 $10,001 - $50,000 None None
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Aggregate Dollar Range of Equity Securities in the Fund
------------------------------------------------------------------------------------------------
DWS Strategic
DWS Growth & High Yield
Name of Board Member Income Fund DWS Health Care Fund DWS High Income Plus Fund Tax-Free Fund
- --------------------------------------------------------------------------------------------------------------------------
Independent Board Members
- --------------------------------------------------------------------------------------------------------------------------
John W. Ballantine None None None None
- --------------------------------------------------------------------------------------------------------------------------
Henry P. Becton, Jr. $10,001 - $50,000 $1 - $10,000 $1 - $10,000 $1 - $10,000
- --------------------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll $10,001 - $50,000 $1 - $10,000 $1 - $10,000 $10,001 - $50,000
- --------------------------------------------------------------------------------------------------------------------------
Keith R. Fox None None None None
- --------------------------------------------------------------------------------------------------------------------------
Paul K. Freeman None None None None
- --------------------------------------------------------------------------------------------------------------------------
Kenneth C. Froewiss None None $10,001 - $50,000 None
- --------------------------------------------------------------------------------------------------------------------------
Richard J. Herring None None None Over $100,000
- --------------------------------------------------------------------------------------------------------------------------
-16-
- --------------------------------------------------------------------------------------------------------------------------
Aggregate Dollar Range of Equity Securities in the Fund
------------------------------------------------------------------------------------------------
DWS Strategic
DWS Growth & High Yield
Name of Board Member Income Fund DWS Health Care Fund DWS High Income Plus Fund Tax-Free Fund
- --------------------------------------------------------------------------------------------------------------------------
William McClayton None None None None
- --------------------------------------------------------------------------------------------------------------------------
Rebecca W. Rimel None None None None
- --------------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr. None None $10,001 - $50,000 None
- --------------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg $1 - $10,000 None $1 - $10,000 $10,001 - $50,000
- --------------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth None None None None
- --------------------------------------------------------------------------------------------------------------------------
Interested Board Member
- --------------------------------------------------------------------------------------------------------------------------
Axel Schwarzer None None None None
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Aggregate Dollar Range of Equity Securities in the Fund
------------------------------------------------------------------------------------------------
DWS Inflation
Protected Plus DWS Intermediate Tax/AMT DWS DWS International
Name of Board Member Fund Free Fund International Fund Select Equity Fund
- --------------------------------------------------------------------------------------------------------------------------
Independent Board Members
- --------------------------------------------------------------------------------------------------------------------------
John W. Ballantine None None None None
- --------------------------------------------------------------------------------------------------------------------------
Henry P. Becton, Jr. None $1-$10,000 $50,001-$100,000 None
- --------------------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll $1-$10,000 $10,001-$50,000 $1-$10,000 None
- --------------------------------------------------------------------------------------------------------------------------
Keith R. Fox None None Over $100,000 None
- --------------------------------------------------------------------------------------------------------------------------
Paul K. Freeman None None None None
- --------------------------------------------------------------------------------------------------------------------------
Kenneth C. Froewiss None None $1-$10,000 None
- --------------------------------------------------------------------------------------------------------------------------
Richard J. Herring $1-$10,000 None None $10,001-$50,000
- --------------------------------------------------------------------------------------------------------------------------
William McClayton None None None None
- --------------------------------------------------------------------------------------------------------------------------
Rebecca W. Rimel None None None None
- --------------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr. $10,001-$50,000 None None $1-$10,000
- --------------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg $10,001-$50,000 None None None
- --------------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth None None None None
- --------------------------------------------------------------------------------------------------------------------------
Interested Board Member
- --------------------------------------------------------------------------------------------------------------------------
Axel Schwarzer None None None None
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Aggregate Dollar Range of Equity Securities in the Fund
------------------------------------------------------------------------------------------------
DWS International
Value DWS Japan DWS Large Company DWS Latin America
Name of Board Member Opportunities Fund Equity Fund Growth Fund Equity Fund
- --------------------------------------------------------------------------------------------------------------------------
Independent Board Members
- --------------------------------------------------------------------------------------------------------------------------
John W. Ballantine None None None None
- --------------------------------------------------------------------------------------------------------------------------
0Henry P. Becton, Jr. None None $10,001-$50,000 $10,001-$50,000
- --------------------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll None $1-$10,000 $1-$10,000 None
- --------------------------------------------------------------------------------------------------------------------------
Keith R. Fox None None None Over $100,000
- --------------------------------------------------------------------------------------------------------------------------
Paul K. Freeman None None None None
- --------------------------------------------------------------------------------------------------------------------------
Kenneth C. Froewiss $1-$10,000 None None None
- --------------------------------------------------------------------------------------------------------------------------
Richard J. Herring None None None None
- --------------------------------------------------------------------------------------------------------------------------
William McClayton None None None None
- --------------------------------------------------------------------------------------------------------------------------
Rebecca W. Rimel None None None $10,001-$50,000
- --------------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr. None None None None
- --------------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg None None None None
- --------------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth None None None None
- --------------------------------------------------------------------------------------------------------------------------
Interested Board Member
- --------------------------------------------------------------------------------------------------------------------------
Axel Schwarzer None None None None
- --------------------------------------------------------------------------------------------------------------------------
-17-
- --------------------------------------------------------------------------------------------------------------------------
Aggregate Dollar Range of Equity Securities in the Fund
------------------------------------------------------------------------------------------------
DWS LifeCompass DWS LifeCompass 2015 DWS LifeCompass 2020 DWS LifeCompass
Name of Board Member Retirement Fund Fund Fund 2030 Fund
- --------------------------------------------------------------------------------------------------------------------------
Independent Board Members
- --------------------------------------------------------------------------------------------------------------------------
John W. Ballantine None None None None
- --------------------------------------------------------------------------------------------------------------------------
Henry P. Becton, Jr. $1-$10,000 $1-$10,000 $1-$10,000 None
- --------------------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll $10,001-$50,000 $10,001-$50,000 $10,001-$50,000 $1-$10,000
- --------------------------------------------------------------------------------------------------------------------------
Keith R. Fox None None None None
- --------------------------------------------------------------------------------------------------------------------------
Paul K. Freeman None None None None
- --------------------------------------------------------------------------------------------------------------------------
Kenneth C. Froewiss None None None None
- --------------------------------------------------------------------------------------------------------------------------
Richard J. Herring None None None None
- --------------------------------------------------------------------------------------------------------------------------
William McClayton None None None None
- --------------------------------------------------------------------------------------------------------------------------
Rebecca W. Rimel None None None None
- --------------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr. None None None None
- --------------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg None $10,001-$50,000 None None
- --------------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth None None None None
- --------------------------------------------------------------------------------------------------------------------------
Interested Board Member
- --------------------------------------------------------------------------------------------------------------------------
Axel Schwarzer None None None None
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Aggregate Dollar Range of Equity Securities in the Fund
------------------------------------------------------------------------------------------------
DWS LifeCompass 2040 DWS Lifecycle Long Range DWS Managed Municipal DWS Massachusetts
Name of Board Member Fund Fund Bond Fund Tax-Free Fund
- --------------------------------------------------------------------------------------------------------------------------
Independent Board Members
- --------------------------------------------------------------------------------------------------------------------------
John W. Ballantine None None None None
- --------------------------------------------------------------------------------------------------------------------------
Henry P. Becton, Jr. None None $1-$10,000 $1-$10,000
- --------------------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll None None $10,001-$50,000 $1-$10,000
- --------------------------------------------------------------------------------------------------------------------------
Keith R. Fox None None None None
- --------------------------------------------------------------------------------------------------------------------------
Paul K. Freeman None None None None
- --------------------------------------------------------------------------------------------------------------------------
Kenneth C. Froewiss None None None None
- --------------------------------------------------------------------------------------------------------------------------
Richard J. Herring None None None None
- --------------------------------------------------------------------------------------------------------------------------
William McClayton None None None None
- --------------------------------------------------------------------------------------------------------------------------
Rebecca W. Rimel None None None None
- --------------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr. None None None None
- --------------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg None None $10,001-$50,000 None
- --------------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth None None None None
- --------------------------------------------------------------------------------------------------------------------------
Interested Board Member
- --------------------------------------------------------------------------------------------------------------------------
Axel Schwarzer None None None None
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Aggregate Dollar Range of Equity Securities in the Fund
-------------------------------------------------------------------------------------------------
DWS RREEF
DWS Micro DWS Mid Cap DWS Money Global Real Estate
Name of Board Member Cap Fund Growth Fund Market Series Securities Fund
- --------------------------------------------------------------------------------------------------------------------------
Independent Board Members
- --------------------------------------------------------------------------------------------------------------------------
John W. Ballantine None None None None
- --------------------------------------------------------------------------------------------------------------------------
Henry P. Becton, Jr. None $1-$10,000 $10,001-$50,000 $1-$10,000
- --------------------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll None None $10,001-$50,000 $10,001-$50,000
- --------------------------------------------------------------------------------------------------------------------------
Keith R. Fox None None None None
- --------------------------------------------------------------------------------------------------------------------------
Paul K. Freeman None None None None
- --------------------------------------------------------------------------------------------------------------------------
Kenneth C. Froewiss None None None None
- --------------------------------------------------------------------------------------------------------------------------
Richard J. Herring None $10,001-$50,000 None None
- --------------------------------------------------------------------------------------------------------------------------
William McClayton None None None None
- --------------------------------------------------------------------------------------------------------------------------
-18-
- --------------------------------------------------------------------------------------------------------------------------
Aggregate Dollar Range of Equity Securities in the Fund
-------------------------------------------------------------------------------------------------
DWS RREEF
DWS Micro DWS Mid Cap DWS Money Global Real Estate
Name of Board Member Cap Fund Growth Fund Market Series Securities Fund
- --------------------------------------------------------------------------------------------------------------------------
Rebecca W. Rimel None None None None
- --------------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr. None None $10,001-$50,000 None
- --------------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg None None Over $100,000 $10,001-$50,000
- --------------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth None None None None
- --------------------------------------------------------------------------------------------------------------------------
Interested Board Member
- --------------------------------------------------------------------------------------------------------------------------
None None None None
Axel Schwarzer
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Aggregate Dollar Range of Equity Securities in the Fund
--------------------------------------------------------------------------------------------------
DWS RREEF
Real Estate Securities DWS S&P 500 DWS Short DWS Short Duration
Name of Board Member Fund Index Fund Duration Fund Plus Fund
- --------------------------------------------------------------------------------------------------------------------------
Independent Board Members
- --------------------------------------------------------------------------------------------------------------------------
John W. Ballantine None None None None
- --------------------------------------------------------------------------------------------------------------------------
Henry P. Becton, Jr. None $10,001-$50,000 None $10,001-$50,000
- --------------------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll None $10,001-$50,000 None $1-$10,000
- --------------------------------------------------------------------------------------------------------------------------
Keith R. Fox None None None None
- --------------------------------------------------------------------------------------------------------------------------
Paul K. Freeman None None None None
- --------------------------------------------------------------------------------------------------------------------------
Kenneth C. Froewiss None None None $10,001-$50,000
- --------------------------------------------------------------------------------------------------------------------------
Richard J. Herring None None None None
- --------------------------------------------------------------------------------------------------------------------------
William McClayton None None None None
- --------------------------------------------------------------------------------------------------------------------------
Rebecca W. Rimel $50,001-$100,000 $50,001-$100,000 None None
- --------------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr. None None Over $100,000 None
- --------------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg None None None None
- --------------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth None None None None
- --------------------------------------------------------------------------------------------------------------------------
Interested Board Member
- --------------------------------------------------------------------------------------------------------------------------
Axel Schwarzer None None None None
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Aggregate Dollar Range of Equity Securities in the Fund
------------------------------------------------------------------------------------------------
DWS Short-Term Municipal DWS Small DWS Small Cap DWS Small Cap Value
Name of Board Member Bond Fund Cap Core Fund Growth Fund Fund
- --------------------------------------------------------------------------------------------------------------------------
Independent Board Members
- --------------------------------------------------------------------------------------------------------------------------
John W. Ballantine None None None None
- --------------------------------------------------------------------------------------------------------------------------
Henry P. Becton, Jr. None $10,001-$50,000 $1-$10,000 $10,001-$50,000
- --------------------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll None $1-$10,000 $10,001-$50,000 $10,001-$50,000
- --------------------------------------------------------------------------------------------------------------------------
Keith R. Fox None None None None
- --------------------------------------------------------------------------------------------------------------------------
Paul K. Freeman None None None None
- --------------------------------------------------------------------------------------------------------------------------
Kenneth C. Froewiss $10,001-$50,000 None None None
- --------------------------------------------------------------------------------------------------------------------------
Richard J. Herring None None None None
- --------------------------------------------------------------------------------------------------------------------------
William McClayton None None None None
- --------------------------------------------------------------------------------------------------------------------------
Rebecca W. Rimel None None None None
- --------------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr. None None None None
- --------------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg None None None None
- --------------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth None None None None
- --------------------------------------------------------------------------------------------------------------------------
Interested Board Member
- --------------------------------------------------------------------------------------------------------------------------
Axel Schwarzer None None None None
- --------------------------------------------------------------------------------------------------------------------------
-19-
- --------------------------------------------------------------------------------------------------------------------------
Aggregate Dollar Range of Equity Securities in the Fund
-------------------------------------------------------------------------------------------------
DWS Value NY Tax Free Money Tax Free Money Fund
Name of Board Member DWS U.S. Bond Index Fund Builder Fund Fund Investment
- --------------------------------------------------------------------------------------------------------------------------
Independent Board Members
- --------------------------------------------------------------------------------------------------------------------------
John W. Ballantine None None None None
- --------------------------------------------------------------------------------------------------------------------------
Henry P. Becton, Jr. None None None None
- --------------------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll None None $1-$10,000 None
- --------------------------------------------------------------------------------------------------------------------------
Keith R. Fox None None None None
- --------------------------------------------------------------------------------------------------------------------------
Paul K. Freeman None None None None
- --------------------------------------------------------------------------------------------------------------------------
Kenneth C. Froewiss None None $1-$10,000 None
- --------------------------------------------------------------------------------------------------------------------------
Richard J. Herring None None None None
- --------------------------------------------------------------------------------------------------------------------------
William McClayton None None None None
- --------------------------------------------------------------------------------------------------------------------------
Rebecca W. Rimel None None None None
- --------------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr. None None None None
- --------------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg None None None None
- --------------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth None None None None
- --------------------------------------------------------------------------------------------------------------------------
Interested Board Member
- --------------------------------------------------------------------------------------------------------------------------
Axel Schwarzer None None None None
- --------------------------------------------------------------------------------------------------------------------------
Please Retain This Supplement for Future Reference
April 3, 2008
-20-
Supplement to the currently effective Statements of Additional Information
("SAIs") for the funds listed below:
DWS Communications Fund
DWS Equity Partners Fund
DWS Value Builder Fund
- --------------------------------------------------------------------------------
The following information replaces similar disclosure contained in the
"Investment Policies and Techniques" section of DWS Value Builder Fund's SAI:
The average maturity of these investments will vary from time to time depending
on the assessment of the Fund's investment advisor as to the relative yields
available on securities of different maturities. It is currently anticipated
that the average maturity of the fixed-income securities in the Fund's portfolio
will be less than ten years under normal market conditions.
The following information amends similar disclosure contained in the "Investment
Policies and Techniques" section of DWS Value Builder Fund's SAI:
The Fund may invest up to 15% of its total assets in lower-rated debt
securities.
The following information supplements the "Investment Policies and Techniques"
section of each Fund's SAI:
Depositary Receipts. The Fund may invest in sponsored or unsponsored American
Depositary Receipts ("ADRs"), European Depositary Receipts ("EDRs"), Global
Depositary Receipts ("GDRs"), International Depositary Receipts ("IDRs") and
other types of Depositary Receipts (which, together with ADRs, EDRs, GDRs and
IDRs are hereinafter referred to as "Depositary Receipts"). Depositary Receipts
provide indirect investment in securities of foreign issuers. Prices of
unsponsored Depositary Receipts may be more volatile than if they were sponsored
by the issuer of the underlying securities. Depositary Receipts may not
necessarily be denominated in the same currency as the underlying securities
into which they may be converted. In addition, the issuers of the stock of
unsponsored Depositary Receipts are not obligated to disclose material
information in the United States and, therefore, there may not be a correlation
between such information and the market value of the Depositary Receipts. ADRs
are Depositary Receipts which are bought and sold in the United States and are
typically issued by a US bank or trust company and which evidence ownership of
underlying securities by a foreign corporation. GDRs, IDRs and other types of
Depositary Receipts are typically issued by foreign banks or trust companies,
although they may also be issued by United States banks or trust companies, and
evidence ownership of underlying securities issued by either a foreign or a
United States corporation. Generally, Depositary Receipts in registered form are
designed for use in the United States securities markets and Depositary Receipts
in bearer form are designed for use in securities markets outside the United
States. For purposes of the Fund's investment policies, the Fund's investments
in ADRs, GDRs and other types of Depositary Receipts will be deemed to be
investments in the underlying securities. Depositary Receipts, including those
denominated in US dollars will be subject to foreign currency exchange rate
risk. However, by investing in US dollar-denominated ADRs rather than directly
in foreign issuers' stock, the Fund avoids currency risks during the settlement
period. In general, there is a large, liquid market in the United States for
most ADRs. However, certain Depositary Receipts may not be listed on an exchange
and therefore may be illiquid securities.
[DWS SCUDDER LOGO]
Deutsche Bank Group
Eurodollar Instruments. The Fund may make investments in Eurodollar instruments
for hedging purposes or to enhance potential gain. Eurodollar instruments are US
dollar-denominated futures contracts or options thereon which are linked to the
London Interbank Offered Rate ("LIBOR"), although foreign currency-denominated
instruments are available from time to time. Eurodollar futures contracts enable
purchasers to obtain a fixed rate for the lending of funds and sellers to obtain
a fixed rate for borrowings. The Fund might use Eurodollar futures contracts and
options thereon to hedge against changes in LIBOR, to which many interest rate
swaps and fixed income instruments are linked.
Eurodollar Obligations. Eurodollar bank obligations are US dollar-denominated
certificates of deposit and time deposits issued outside the US capital markets
by foreign branches of US banks and US branches of foreign banks. Eurodollar
obligations are subject to the same risks that pertain to domestic issues,
notably credit risk, market risk and liquidity risk. Additionally, Eurodollar
obligations are subject to certain sovereign risks.
Foreign Currencies. Because investments in foreign securities usually will
involve currencies of foreign countries, and because the Fund may hold foreign
currencies and forward contracts, futures contracts and options on foreign
currencies and foreign currency futures contracts, the value of the assets of
the Fund as measured in US dollars may be affected favorably or unfavorably by
changes in foreign currency exchange rates and exchange control regulations, and
the Fund may incur costs and experience conversion difficulties and
uncertainties in connection with conversions between various currencies.
Fluctuations in exchange rates may also affect the earning power and asset value
of the foreign entity issuing the security.
The strength or weakness of the US dollar against these currencies is
responsible for part of the Fund's investment performance. If the dollar falls
in value relative to the Japanese yen, for example, the dollar value of a
Japanese stock held in the portfolio will rise even though the price of the
stock remains unchanged. Conversely, if the dollar rises in value relative to
the yen, the dollar value of the Japanese stock will fall. Many foreign
currencies have experienced significant devaluation relative to the dollar.
Although the Fund values its assets daily in terms of US dollars, it does not
intend to convert its holdings of foreign currencies into US dollars on a daily
basis. It will do so from time to time, and investors should be aware of the
costs of currency conversion. Although foreign exchange dealers do not charge a
fee for conversion, they do realize a profit based on the difference (the
"spread") between the prices at which they are buying and selling various
currencies. Thus, a dealer may offer to sell a foreign currency to the Fund at
one rate, while offering a lesser rate of exchange should the Fund desire to
resell that currency to the dealer. The Fund will conduct its foreign currency
exchange transactions either on a spot (i.e., cash) basis at the spot rate
prevailing in the foreign currency exchange market, or through entering into
options or forward or futures contracts to purchase or sell foreign currencies.
Foreign Fixed Income Securities. Since most foreign fixed income securities are
not rated, the Fund will invest in foreign fixed income securities based on the
Advisor's analysis without relying on published ratings. Since such investments
will be based upon the Advisor's analysis rather than upon published ratings,
achievement of the Fund's goals may depend more upon the abilities of the
Advisor than would otherwise be the case.
The value of the foreign fixed income securities held by the Fund, and thus the
net asset value of the Fund's shares, generally will fluctuate with (a) changes
in the perceived creditworthiness of the issuers of those securities, (b)
movements in interest rates, and (c) changes in the relative values of the
currencies in which the Fund's investments in fixed income securities are
denominated with respect to the US Dollar. The extent of the fluctuation will
depend on various factors, such as the average maturity of the Fund's
investments in foreign fixed income securities, and the extent to which the Fund
hedges its interest rate, credit and currency exchange rate risks. A longer
average maturity generally is associated with a higher level of volatility in
the market value of such securities in response to changes in market conditions.
Investments in sovereign debt, including Brady Bonds (Brady Bonds are debt
securities issued under a plan implemented to allow debtor nations to
restructure their outstanding commercial bank indebtedness), involve special
risks. Foreign governmental issuers of debt or the governmental authorities that
control the repayment of the debt may be unable or unwilling to repay principal
or pay interest when due. In the event of default, there may be limited or no
legal recourse in that, generally, remedies for defaults must be pursued in the
courts of the defaulting party. Political conditions, especially a sovereign
entity's willingness to meet the terms of its fixed income securities, are
2
of considerable significance. Also, there can be no assurance that the holders
of commercial bank loans to the same sovereign entity may not contest payments
to the holders of sovereign debt in the event of default under commercial bank
loan agreements. In addition, there is no bankruptcy proceeding with respect to
sovereign debt on which a sovereign has defaulted, and the Fund may be unable to
collect all or any part of its investment in a particular issue. Foreign
investment in certain sovereign debt is restricted or controlled to varying
degrees, including requiring governmental approval for the repatriation of
income, capital or proceed of sales by foreign investors. These restrictions or
controls may at times limit or preclude foreign investment in certain sovereign
debt or increase the costs and expenses of the Fund.
Sovereign debt of emerging market governmental issuers is to be considered
speculative. Emerging market governmental issuers are among the largest debtors
to commercial banks, foreign governments, international financial organizations
and other financial institutions. Certain emerging market governmental issuers
have not been able to make payments of interest on or principal of debt
obligations as those payments have come due. There is a history of defaults with
respect to commercial bank loans by public and private entities issuing
sovereign debt. All or a portion of the interest payments and/or principal
repayment with respect to sovereign debt may be uncollateralized. Obligations
arising from past restructuring agreements may affect the economic performance
and political and social stability of those issuers.
The ability of emerging market country governmental issuers to make timely
payments on their obligations is likely to be influenced strongly by the
issuer's balance of payments, including export performance, and its access to
international credits and investments. An emerging market whose exports are
concentrated in a few commodities could be vulnerable to a decline in the
international prices of one or more of those commodities. Increased
protectionism on the part of an emerging market's trading partners could also
adversely affect the country's exports and diminish its trade account surplus,
if any. To the extent that emerging markets receive payment for its exports in
currencies other than dollars or non-emerging market currencies, its ability to
make debt payments denominated in dollars or non-emerging market currencies
could be affected.
Another factor bearing on the ability of emerging market countries to repay debt
obligations is the level of international reserves of the country. Fluctuations
in the level of these reserves affect the amount of foreign exchange readily
available for external debt payments and thus could have a bearing on the
capacity of emerging market countries to make payments on these debt
obligations.
To the extent that an emerging market country cannot generate a trade surplus,
it must depend on continuing loans from foreign governments, multilateral
organizations or private commercial banks, aid payments from foreign governments
and inflows of foreign investment. The access of emerging markets to these forms
of external funding may not be certain, and a withdrawal of external funding
could adversely affect the capacity of emerging market country governmental
issuers to make payments on their obligations. In addition, the cost of
servicing emerging market debt obligations can be affected by a change in
international interest rates since the majority of these obligations carry
interest rates that are adjusted periodically based upon international rates.
Foreign Investment. Foreign securities are normally denominated and traded in
foreign currencies. As a result, the value of the fund's foreign investments and
the value of its shares may be affected favorably or unfavorably by changes in
currency exchange rates relative to the US dollar. There may be less information
publicly available about a foreign issuer than about a US issuer, and foreign
issuers may not be subject to accounting, auditing and financial reporting
standards and practices comparable to those in the US. The securities of some
foreign issuers are less liquid and at times more volatile than securities of
comparable US issuers. Foreign brokerage commissions and other fees are also
generally higher than in the US. Foreign settlement procedures and trade
regulations may involve certain risks (such as delay in payment or delivery of
securities or in the recovery of the fund's assets held abroad) and expenses not
present in the settlement of investments in US markets. Payment for securities
without delivery may be required in certain foreign markets.
In addition, foreign securities may be subject to the risk of nationalization or
expropriation of assets, imposition of currency exchange controls or
restrictions on the repatriation of foreign currency, confiscatory taxation,
political or financial instability and diplomatic developments which could
affect the value of the fund's investments in certain foreign countries.
Governments of many countries have exercised and continue to exercise
substantial influence over many aspects of the private sector through the
ownership or control of many companies, including some of the
3
largest in these countries. As a result, government actions in the future could
have a significant effect on economic conditions which may adversely affect
prices of certain portfolio securities. There is also generally less government
supervision and regulation of stock exchanges, brokers, and listed companies
than in the US. Dividends or interest on, or proceeds from the sale of, foreign
securities may be subject to foreign withholding taxes, and special US tax
considerations may apply. Moreover, foreign economies may differ favorably or
unfavorably from the US economy in such respects as growth of gross national
product, rate of inflation, capital reinvestment, resource self-sufficiency and
balance of payments position.
Legal remedies available to investors in certain foreign countries may be more
limited than those available with respect to investments in the US or in other
foreign countries. The laws of some foreign countries may limit the fund's
ability to invest in securities of certain issuers organized under the laws of
those foreign countries.
Of particular importance, many foreign countries are heavily dependent upon
exports, particularly to developed countries, and, accordingly, have been and
may continue to be adversely affected by trade barriers, managed adjustments in
relative currency values, and other protectionist measures imposed or negotiated
by the US and other countries with which they trade. These economies also have
been and may continue to be negatively impacted by economic conditions in the US
and other trading partners, which can lower the demand for goods produced in
those countries.
The risks described above, including the risks of nationalization or
expropriation of assets, typically are increased in connection with investments
in "emerging markets." For example, political and economic structures in these
countries may be in their infancy and developing rapidly, and such countries may
lack the social, political and economic stability characteristic of more
developed countries (including amplified risk of war and terrorism). Certain of
these countries have in the past failed to recognize private property rights and
have at times nationalized and expropriated the assets of private companies.
Investments in emerging markets may be considered speculative.
The currencies of certain emerging market countries have experienced
devaluations relative to the US dollar, and future devaluations may adversely
affect the value of assets denominated in such currencies. In addition, currency
hedging techniques may be unavailable in certain emerging market countries. Many
emerging market countries have experienced substantial, and in some periods
extremely high, rates of inflation or deflation for many years, and future
inflation may adversely affect the economies and securities markets of such
countries.
In addition, unanticipated political or social developments may affect the value
of investments in emerging markets and the availability of additional
investments in these markets. Any change in the leadership or politics of
emerging market countries, or the countries that exercise a significant
influence over those countries, may halt the expansion of or reverse the
liberalization of foreign investment policies now occurring and adversely affect
existing investment opportunities. The small size, limited trading volume and
relative inexperience of the securities markets in these countries may make
investments in securities traded in emerging markets illiquid and more volatile
than investments in securities traded in more developed countries. For example,
limited market size may cause prices to be unduly influenced by traders who
control large positions. In addition, the fund may be required to establish
special custodial or other arrangements before making investments in securities
traded in emerging markets. There may be little financial or accounting
information available with respect to issuers of emerging market securities, and
it may be difficult as a result to assess the value of prospects of an
investment in such securities.
The risk also exists that an emergency situation may arise in one or more
emerging markets as a result of which trading of securities may cease or may be
substantially curtailed and prices for the Fund's securities in such markets may
not be readily available. The Fund may suspend redemption of its shares for any
period during which an emergency exists, as determined by the SEC. Accordingly
if the Fund believes that appropriate circumstances exist, it will promptly
apply to the SEC for a determination that an emergency is present. During the
period commencing from the Fund's identification of such condition until the
date of the SEC action, the Fund's securities in the affected markets will be
valued at fair value determined in good faith by or under the direction of the
Fund's Board.
Certain of the foregoing risks may also apply to some extent to securities of US
issuers that are denominated in foreign currencies or that are traded in foreign
markets, or securities of US issuers having significant foreign operations.
4
Strategic Transactions and Derivatives. The Fund may, but is not required to,
utilize various other investment strategies as described below for a variety of
purposes, such as hedging various market risks, managing the effective maturity
or duration of the fixed-income securities in the Fund's portfolio or enhancing
potential gain. These strategies may be executed through the use of derivative
contracts.
In the course of pursuing these investment strategies, the Fund may purchase and
sell exchange-listed and over-the-counter put and call options on securities,
equity and fixed-income indices and other instruments, purchase and sell futures
contracts and options thereon, enter into various transactions such as swaps,
caps, floors, collars, currency forward contracts, currency futures contracts,
currency swaps or options on currencies, or currency futures and various other
currency transactions (collectively, all the above are called "Strategic
Transactions"). In addition, strategic transactions may also include new
techniques, instruments or strategies that are permitted as regulatory changes
occur. Strategic Transactions may be used without limit (subject to certain
limits imposed by the 1940 Act) to attempt to protect against possible changes
in the market value of securities held in or to be purchased for the Fund's
portfolio resulting from securities markets or currency exchange rate
fluctuations, to protect the Fund's unrealized gains in the value of its
portfolio securities, to facilitate the sale of such securities for investment
purposes, to manage the effective maturity or duration of the Fund's portfolio,
or to establish a position in the derivatives markets as a substitute for
purchasing or selling particular securities. Some Strategic Transactions may
also be used to enhance potential gain although no more than 5% of the Fund's
assets will be committed to certain Strategic Transactions entered into for
non-hedging purposes. Any or all of these investment techniques may be used at
any time and in any combination, and there is no particular strategy that
dictates the use of one technique rather than another, as use of any Strategic
Transaction is a function of numerous variables including market conditions. The
ability of the Fund to utilize these Strategic Transactions successfully will
depend on the Advisor's ability to predict pertinent market movements, which
cannot be assured. The Fund will comply with applicable regulatory requirements
when implementing these strategies, techniques and instruments. Strategic
Transactions will not be used to alter fundamental investment purposes and
characteristics of the Fund, and the Fund will segregate assets (or as provided
by applicable regulations, enter into certain offsetting positions) to cover its
obligations under options, futures and swaps to limit leveraging of the Fund.
Strategic Transactions, including derivative contracts, have risks associated
with them including possible default by the other party to the transaction,
illiquidity and, to the extent the Advisor's view as to certain market movements
is incorrect, the risk that the use of such Strategic Transactions could result
in losses greater than if they had not been used. Use of put and call options
may result in losses to the Fund, force the sale or purchase of portfolio
securities at inopportune times or for prices higher than (in the case of put
options) or lower than (in the case of call options) current market values,
limit the amount of appreciation the Fund can realize on its investments or
cause the Fund to hold a security it might otherwise sell. The use of currency
transactions can result in the Fund incurring losses as a result of a number of
factors including the imposition of exchange controls, suspension of
settlements, or the inability to deliver or receive a specified currency. The
use of options and futures transactions entails certain other risks. In
particular, the variable degree of correlation between price movements of
futures contracts and price movements in the related portfolio position of the
Fund creates the possibility that losses on the hedging instrument may be
greater than gains in the value of the Fund's position. In addition, futures and
options markets may not be liquid in all circumstances and certain
over-the-counter options may have no markets. As a result, in certain markets,
the Fund might not be able to close out a transaction without incurring
substantial losses, if at all. Although the use of futures and options
transactions for hedging should tend to minimize the risk of loss due to a
decline in the value of the hedged position, at the same time they tend to limit
any potential gain which might result from an increase in value of such
position. Finally, the daily variation margin requirements for futures contracts
would create a greater ongoing potential financial risk than would purchases of
options, where the exposure is limited to the cost of the initial premium.
Losses resulting from the use of Strategic Transactions would reduce net asset
value, and possibly income, and such losses can be greater than if the Strategic
Transactions had not been utilized.
General Characteristics of Options. Put options and call options typically have
similar structural characteristics and operational mechanics regardless of the
underlying instrument on which they are purchased or sold. Thus, the following
general discussion relates to each of the particular types of options discussed
in greater detail below. In addition, many Strategic Transactions involving
options require segregation of Fund assets in special accounts, as described
below under "Use of Segregated and Other Special Accounts."
5
A put option gives the purchaser of the option, upon payment of a premium, the
right to sell, and the writer the obligation to buy, the underlying security,
commodity, index, currency or other instrument at the exercise price. For
instance, the Fund's purchase of a put option on a security might be designed to
protect its holdings in the underlying instrument (or, in some cases, a similar
instrument) against a substantial decline in the market value by giving the Fund
the right to sell such instrument at the option exercise price. A call option,
upon payment of a premium, gives the purchaser of the option the right to buy,
and the seller the obligation to sell, the underlying instrument at the exercise
price. The Fund's purchase of a call option on a security, financial future,
index, currency or other instrument might be intended to protect the Fund
against an increase in the price of the underlying instrument that it intends to
purchase in the future by fixing the price at which it may purchase such
instrument. An American style put or call option may be exercised at any time
during the option period while a European style put or call option may be
exercised only upon expiration or during a fixed period prior thereto. The Fund
is authorized to purchase and sell exchange listed options and over-the-counter
options ("OTC options"). Exchange listed options are issued by a regulated
intermediary such as the Options Clearing Corporation ("OCC"), which guarantees
the performance of the obligations of the parties to such options. The
discussion below uses the OCC as an example, but is also applicable to other
financial intermediaries.
With certain exceptions, OCC issued and exchange listed options generally settle
by physical delivery of the underlying security or currency, although in the
future cash settlement may become available. Index options and Eurodollar
instruments are cash settled for the net amount, if any, by which the option is
"in-the-money" (i.e., where the value of the underlying instrument exceeds, in
the case of a call option, or is less than, in the case of a put option, the
exercise price of the option) at the time the option is exercised. Frequently,
rather than taking or making delivery of the underlying instrument through the
process of exercising the option, listed options are closed by entering into
offsetting purchase or sale transactions that do not result in ownership of the
new option.
The Fund's ability to close out its position as a purchaser or seller of an OCC
or exchange listed put or call option is dependent, in part, upon the liquidity
of the option market. Among the possible reasons for the absence of a liquid
option market on an exchange are: (i) insufficient trading interest in certain
options; (ii) restrictions on transactions imposed by an exchange; (iii) trading
halts, suspensions or other restrictions imposed with respect to particular
classes or series of options or underlying securities including reaching daily
price limits; (iv) interruption of the normal operations of the OCC or an
exchange; (v) inadequacy of the facilities of an exchange or OCC to handle
current trading volume; or (vi) a decision by one or more exchanges to
discontinue the trading of options (or a particular class or series of options),
in which event the relevant market for that option on that exchange would cease
to exist, although outstanding options on that exchange would generally continue
to be exercisable in accordance with their terms.
The hours of trading for listed options may not coincide with the hours during
which the underlying financial instruments are traded. To the extent that the
option markets close before the markets for the underlying financial
instruments, significant price and rate movements can take place in the
underlying markets that cannot be reflected in the option markets.
OTC options are purchased from or sold to securities dealers, financial
institutions or other parties ("Counterparties") through direct bilateral
agreement with the Counterparty. In contrast to exchange listed options, which
generally have standardized terms and performance mechanics, all the terms of an
OTC option, including such terms as method of settlement, term, exercise price,
premium, guarantees and security, are set by negotiation of the parties. The
Fund will only sell OTC options (other than OTC currency options) that are
subject to a buy-back provision permitting the Fund to require the Counterparty
to sell the option back to the Fund at a formula price within seven days. The
Fund expects generally to enter into OTC options that have cash settlement
provisions, although it is not required to do so.
Unless the parties provide for it, there is no central clearing or guaranty
function in an OTC option. As a result, if the Counterparty fails to make or
take delivery of the security, currency or other instrument underlying an OTC
option it has entered into with the Fund or fails to make a cash settlement
payment due in accordance with the terms of that option, the fund will lose any
premium it paid for the option as well as any anticipated benefit of the
transaction. Accordingly, the Advisor must assess the creditworthiness of each
such Counterparty or any guarantor or credit enhancement of the Counterparty's
credit to determine the likelihood that the terms of the OTC option will be
satisfied. The Fund will engage in OTC option transactions only with US
government securities dealers recognized
6
by the Federal Reserve Bank of New York as "primary dealers" or broker/dealers,
domestic or foreign banks or other financial institutions which have received
(or the guarantors of the obligation of which have received) a short-term credit
rating of A-1 from S&P or P-1 from Moody's or an equivalent rating from any
nationally recognized statistical rating organization ("NRSRO") or, in the case
of OTC currency transactions, are determined to be of equivalent credit quality
by the Advisor. The staff of the SEC currently takes the position that OTC
options purchased by the Fund, and portfolio securities "covering" the amount of
the Fund's obligation pursuant to an OTC option sold by it (the cost of the
sell-back plus the in-the-money amount, if any) are illiquid, and are subject to
the Fund's limitation on investing no more than 15% of its net assets in
illiquid securities.
If the Fund sells a call option, the premium that it receives may serve as a
partial hedge, to the extent of the option premium, against a decrease in the
value of the underlying securities or instruments in its portfolio or will
increase the Fund's income. The sale of put options can also provide income.
The Fund may purchase and sell call options on securities including US Treasury
and agency securities, mortgage-backed securities, foreign sovereign debt,
corporate debt securities, equity securities (including convertible securities)
and Eurodollar instruments that are traded on US and foreign securities
exchanges and in the over-the-counter markets, and on securities indices,
currencies and futures contracts. All calls sold by the fund must be "covered"
(i.e., the Fund must own the securities or futures contract subject to the call)
or must meet the asset segregation requirements described below as long as the
call is outstanding. Even though the Fund will receive the option premium to
help protect it against loss, a call sold by the Fund exposes the fund during
the term of the option to possible loss of opportunity to realize appreciation
in the market price of the underlying security or instrument and may require the
Fund to hold a security or instrument which it might otherwise have sold.
The Fund may purchase and sell put options on securities including US Treasury
and agency securities, mortgage-backed securities, foreign sovereign debt,
corporate debt securities, equity securities (including convertible securities)
and Eurodollar instruments (whether or not it holds the above securities in its
portfolio), and on securities indices, currencies and futures contracts other
than futures on individual corporate debt and individual equity securities. The
Fund will not sell put options if, as a result, more than 50% of the Fund's
total assets would be required to be segregated to cover its potential
obligations under such put options other than those with respect to futures and
options thereon. In selling put options, there is a risk that the Fund may be
required to buy the underlying security at a disadvantageous price above the
market price.
General Characteristics of Futures. The Fund may enter into futures contracts or
purchase or sell put and call options on such futures as a hedge against
anticipated interest rate, currency or equity market changes, and for duration
management, risk management and return enhancement purposes. Futures are
generally bought and sold on the commodities exchanges where they are listed
with payment of initial and variation margin as described below. The sale of a
futures contract creates a firm obligation by the Fund, as seller, to deliver to
the buyer the specific type of financial instrument called for in the contract
at a specific future time for a specified price (or, with respect to index
futures and Eurodollar instruments, the net cash amount). Options on futures
contracts are similar to options on securities except that an option on a
futures contract gives the purchaser the right in return for the premium paid to
assume a position in a futures contract and obligates the seller to deliver such
position.
The Fund has claimed exclusion from the definition of the term "commodity pool
operator" under the Commodity Exchange Act. Therefore, the Funds are not subject
to commodity pool operator registration and regulation under the Commodity
Exchange Act. Futures and options on futures may be entered into for bona fide
hedging, risk management (including duration management) or other portfolio and
return enhancement management purposes to the extent consistent with the
exclusion from commodity pool operator registration. Typically, maintaining a
futures contract or selling an option thereon requires the Fund to deposit with
a financial intermediary as security for its obligations an amount of cash or
other specified assets (initial margin) which initially is typically 1% to 10%
of the face amount of the contract (but may be higher in some circumstances).
Additional cash or assets (variation margin) may be required to be deposited
thereafter on a daily basis as the marked to market value of the contract
fluctuates. The purchase of an option on financial futures involves payment of a
premium for the option without any further obligation on the part of the Fund.
If the Fund exercises an option on a futures contract it will be obligated to
post initial margin (and potential subsequent variation margin) for the
resulting futures position just as it would for any position. Futures contracts
and options thereon are generally settled by entering into an offsetting
transaction but
7
there can be no assurance that the position can be offset prior to settlement at
an advantageous price, nor that delivery will occur.
Options on Securities Indices and Other Financial Indices. The Fund also may
purchase and sell call and put options on securities indices and other financial
indices and in so doing can achieve many of the same objectives they would
achieve through the sale or purchase of options on individual securities or
other instruments. Options on securities indices and other financial indices are
similar to options on a security or other instrument except that, rather than
settling by physical delivery of the underlying instrument, they settle by cash
settlement, i.e., an option on an index gives the holder the right to receive,
upon exercise of the option, an amount of cash if the closing level of the index
upon which the option is based exceeds, in the case of a call, or is less than,
in the case of a put, the exercise price of the option (except if, in the case
of an OTC option, physical delivery is specified). This amount of cash is equal
to the excess of the closing price of the index over the exercise price of the
option, which also may be multiplied by a formula value. The seller of the
option is obligated, in return for the premium received, to make delivery of
this amount. The gain or loss on an option on an index depends on price
movements in the instruments making up the market, market segment, industry or
other composite on which the underlying index is based, rather than price
movements in individual securities, as is the case with respect to options on
securities.
Currency Transactions. The Fund may engage in currency transactions with
Counterparties primarily in order to hedge, or manage the risk of the value of
portfolio holdings denominated in particular currencies against fluctuations in
relative value. Currency transactions include forward currency contracts,
exchange listed currency futures, exchange listed and OTC options on currencies,
and currency swaps. A forward currency contract involves a privately negotiated
obligation to purchase or sell (with delivery generally required) a specific
currency at a future date, which may be any fixed number of days from the date
of the contract agreed upon by the parties, at a price set at the time of the
contract. A currency swap is an agreement to exchange cash flows based on the
notional difference among two or more currencies and operates similarly to an
interest rate swap, which is described below. The Fund may enter into currency
transactions with Counterparties which have received (or the guarantors of the
obligations which have received) a credit rating of A-1 or P-1 by S&P or
Moody's, respectively, or that have an equivalent rating from a NRSRO or (except
for OTC currency options) are determined to be of equivalent credit quality by
the Advisor.
The Fund's dealings in forward currency contracts and other currency
transactions such as futures, options, options on futures and swaps generally
will be limited to hedging involving either specific transactions or portfolio
positions except as described below. Transaction hedging is entering into a
currency transaction with respect to specific assets or liabilities of the fund,
which will generally arise in connection with the purchase or sale of its
portfolio securities or the receipt of income therefrom. Position hedging is
entering into a currency transaction with respect to portfolio security
positions denominated or generally quoted in that currency.
The Funds generally will not enter into a transaction to hedge currency exposure
to an extent greater, after netting all transactions intended wholly or
partially to offset other transactions, than the aggregate market value (at the
time of entering into the transaction) of the securities held in its portfolio
that are denominated or generally quoted in or currently convertible into such
currency, other than with respect to proxy hedging or cross hedging as described
below.
The Funds may also cross-hedge currencies by entering into transactions to
purchase or sell one or more currencies that are expected to decline in value
relative to other currencies to which the fund has or in which the Funds expect
to have portfolio exposure.
To reduce the effect of currency fluctuations on the value of existing or
anticipated holdings of portfolio securities, the fund may also engage in proxy
hedging. Proxy hedging is often used when the currency to which the Fund's
portfolio is exposed is difficult to hedge or to hedge against the dollar. Proxy
hedging entails entering into a commitment or option to sell a currency whose
changes in value are generally considered to be correlated to a currency or
currencies in which some or all of the Fund's portfolio securities are or are
expected to be denominated, in exchange for US dollars. Currency hedging
involves some of the same risks and considerations as other transactions with
similar instruments. Currency transactions can result in losses to the Fund if
the currency being hedged fluctuates in value to a degree or in a direction that
is not anticipated. Further, there is the risk that the perceived correlation
between various currencies may not be present or may not be present during the
particular time
8
that the Fund is engaging in proxy hedging. If the Fund enters into a currency
hedging transaction, the Fund will comply with the asset segregation
requirements described below.
Risks of Currency Transactions. Currency transactions are subject to risks
different from those of other portfolio transactions. Because currency control
is of great importance to the issuing governments and influences economic
planning and policy, purchases and sales of currency and related instruments can
be negatively affected by government exchange controls, blockages, and
manipulations or exchange restrictions imposed by governments. These can result
in losses to the Fund if it is unable to deliver or receive currency or funds in
settlement of obligations and could also cause hedges it has entered into to be
rendered useless, resulting in full currency exposure as well as incurring
transaction costs. Buyers and sellers of currency futures are subject to the
same risks that apply to the use of futures generally. Further, settlement of a
currency futures contract for the purchase of most currencies must occur at a
bank based in the issuing nation. Trading options on currency futures is
relatively new, and the ability to establish and close out positions on such
options is subject to the maintenance of a liquid market which may not always be
available. Currency exchange rates may fluctuate based on factors extrinsic to
that country's economy.
Risks of Strategic Transactions Outside the US. When conducted outside the US,
Strategic Transactions may not be regulated as rigorously as in the US, may not
involve a clearing mechanism and related guarantees, and are subject to the risk
of governmental actions affecting trading in, or the prices of, foreign
securities, currencies and other instruments. The value of such positions also
could be adversely affected by: (i) other complex foreign political, legal and
economic factors, (ii) lesser availability than in the US of data on which to
make trading decisions, (iii) delays in the Fund's ability to act upon economic
events occurring in foreign markets during non-business hours in the US, (iv)
the imposition of different exercise and settlement terms and procedures and
margin requirements than in the US, and (v) lower trading volume and liquidity.
Swaps, Caps, Floors and Collars. Among the Strategic Transactions into which the
Fund may enter are interest rate, currency, index and other swaps and the
purchase or sale of related caps, floors and collars. The Fund expects to enter
into these transactions primarily to preserve a return or spread on a particular
investment or portion of its portfolio, to protect against currency
fluctuations, as a duration management technique or to protect against any
increase in the price of securities the fund anticipates purchasing at a later
date. The Fund will not sell interest rate caps or floors where it does not own
securities or other instruments providing the income stream the fund may be
obligated to pay. Interest rate swaps involve the exchange by the fund with
another party of their respective commitments to pay or receive interest, e.g.,
an exchange of floating rate payments for fixed rate payments with respect to a
notional amount of principal. A currency swap is an agreement to exchange cash
flows on a notional amount of two or more currencies based on the relative value
differential among them and an index swap is an agreement to swap cash flows on
a notional amount based on changes in the values of the reference indices. The
purchase of a cap entitles the purchaser to receive payments on a notional
principal amount from the party selling such cap to the extent that a specified
index exceeds a predetermined interest rate or amount. The purchase of a floor
entitles the purchaser to receive payments on a notional principal amount from
the party selling such floor to the extent that a specified index falls below a
predetermined interest rate or amount. A collar is a combination of a cap and a
floor that preserves a certain return within a predetermined range of interest
rates or values.
Combined Transactions. The Fund may enter into multiple transactions, including
multiple options transactions, multiple futures transactions, multiple currency
transactions (including forward currency contracts) and multiple interest rate
transactions and any combination of futures, options, currency and interest rate
transactions ("component" transactions), instead of a single Strategic
Transaction, as part of a single or combined strategy when, in the opinion of
the Advisor, it is in the best interests of the Fund to do so. A combined
transaction will usually contain elements of risk that are present in each of
its component transactions. Although combined transactions are normally entered
into based on the Advisor's judgment that the combined strategies will reduce
risk or otherwise more effectively achieve the desired portfolio management
goal, it is possible that the combination will instead increase such risks or
hinder achievement of the portfolio management objective.
Use of Segregated and Other Special Accounts. Many Strategic Transactions, in
addition to other requirements, require that the Fund segregate cash or liquid
assets with its custodian to the extent fund obligations are not otherwise
"covered" through ownership of the underlying security, financial instrument or
currency. In general, either the full amount of any obligation by a fund to pay
or deliver securities or assets must be covered at all times
9
by the securities, instruments or currency required to be delivered, or, subject
to any regulatory restrictions, an amount of cash or liquid assets at least
equal to the current amount of the obligation must be segregated with the
custodian. The segregated assets cannot be sold or transferred unless equivalent
assets are substituted in their place or it is no longer necessary to segregate
them. For example, a call option written by the Fund will require the Fund to
hold the securities subject to the call (or securities convertible into the
needed securities without additional consideration) or to segregate cash or
liquid assets sufficient to purchase and deliver the securities if the call is
exercised. A call option sold by the fund on an index will require the Fund to
own portfolio securities which correlate with the index or to segregate cash or
liquid assets equal to the excess of the index value over the exercise price on
a current basis. A put option written by the Fund requires the Fund to segregate
cash or liquid assets equal to the exercise price.
Except when the Fund enters into a forward contract for the purchase or sale of
a security denominated in a particular currency, which requires no segregation,
a currency contract which obligates the Fund to buy or sell currency will
generally require the Fund to hold an amount of that currency or liquid assets
denominated in that currency equal to the Fund's obligations or to segregate
cash or liquid assets equal to the amount of the Fund's obligation.
OTC options entered into by the Fund, including those on securities, currency,
financial instruments or indices and OCC issued and exchange listed index
options, will generally provide for cash settlement. As a result, when the Fund
sells these instruments it will only segregate an amount of cash or liquid
assets equal to its accrued net obligations, as there is no requirement for
payment or delivery of amounts in excess of the net amount. These amounts will
equal 100% of the exercise price in the case of a non cash-settled put, the same
as an OCC guaranteed listed option sold by the Fund, or the in-the-money amount
plus any sell-back formula amount in the case of a cash-settled put or call. In
addition, when the Fund sells a call option on an index at a time when the
in-the-money amount exceeds the exercise price, the Fund will segregate, until
the option expires or is closed out, cash or cash equivalents equal in value to
such excess. OCC issued and exchange listed options sold by the Fund other than
those above generally settle with physical delivery, or with an election of
either physical delivery or cash settlement and the Fund will segregate an
amount of cash or liquid assets equal to the full value of the option. OTC
options settling with physical delivery, or with an election of either physical
delivery or cash settlement will be treated the same as other options settling
with physical delivery.
In the case of a futures contract or an option thereon, the Fund must deposit
initial margin and possible daily variation margin in addition to segregating
cash or liquid assets sufficient to meet its obligation to purchase or provide
securities or currencies, or to pay the amount owed at the expiration of an
index-based futures contract. Such liquid assets may consist of cash, cash
equivalents, liquid debt or equity securities or other acceptable assets.
With respect to swaps, the Fund will accrue the net amount of the excess, if
any, of its obligations over its entitlements with respect to each swap on a
daily basis and will segregate an amount of cash or liquid assets having a value
equal to the accrued excess. Caps, floors and collars require segregation of
assets with a value equal to the Fund's net obligation, if any.
Strategic Transactions may be covered by other means when consistent with
applicable regulatory policies. The fund may also enter into offsetting
transactions so that its combined position, coupled with any segregated assets,
equals its net outstanding obligation in related options and Strategic
Transactions. For example, the fund could purchase a put option if the strike
price of that option is the same or higher than the strike price of a put option
sold by the Fund. Moreover, instead of segregating cash or liquid assets if the
Fund held a futures or forward contract, it could purchase a put option on the
same futures or forward contract with a strike price as high or higher than the
price of the contract held. Other Strategic Transactions may also be offset in
combinations. If the offsetting transaction terminates at the time of or after
the primary transaction no segregation is required, but if it terminates prior
to such time, cash or liquid assets equal to any remaining obligation would need
to be segregated.
Supranational Entities. Supranational entities are international organizations
designated or supported by governmental entities to promote economic
reconstruction or development and international banking institutions and related
government agencies. Examples include the International Bank for Reconstruction
and Development (the World Bank), the European Coal and Steel Community, The
Asian Development Bank and the InterAmerican
10
Development Bank. Obligations of supranational entities are backed by the
guarantee of one or more foreign governmental parties which sponsor the entity.
The following information replaces similar information contained in the
"Investment Advisory and Other Services" section of each Fund's SAI:
On March 5, 2008 the Fund's Board Members approved the termination of Alex.
Brown Investment Management "ABIM" as the Fund's Subadvisor. Effective March 15,
2008 the Advisor will assume all day-to-day responsibilities that were
previously delegated to ABIM.
The information below replaces the disclosure - applicable to portfolio managers
who are employees of Deutsche Investment Management Americas Inc. (the
"Advisor") and its affiliates - in the "Compensation of Portfolio Managers"
section of each Fund's SAI.
Compensation of Portfolio Managers
Portfolio managers are eligible for total compensation comprised of base salary
and discretionary incentive compensation.
Base Salary - Base salary generally represents a smaller percentage of portfolio
managers' total compensation than discretionary incentive compensation. Base
salary is linked to job function, responsibilities and financial services
industry peer comparison through the use of extensive market data surveys.
Discretionary Incentive Compensation - Generally, discretionary incentive
compensation comprises a greater proportion of total compensation as a portfolio
manager's seniority and compensation levels increase. Discretionary incentive
compensation is determined based on an analysis of a number of factors,
including among other things, the performance of Deutsche Bank, the performance
of the Asset Management division, and the employee's individual contribution. In
evaluating individual contribution, management will consider a combination of
quantitative and qualitative factors. A portion of the portfolio manager's
discretionary incentive compensation may be delivered in long-term equity
programs (usually in the form or Deutsche Bank equity) (the "Equity Plan"). Top
performing portfolio managers may earn discretionary incentive compensation that
is a multiple of their base salary.
o The quantitative analysis of a portfolio manager's individual performance
is based on, among other factors, performance of all of the accounts
managed by the portfolio manager (which includes the fund and any other
accounts managed by the portfolio manager) over a one-, three-, and
five-year period relative to the appropriate Morningstar and Lipper peer
group universes and/or benchmark index(es) with respect to each account.
Additionally, the portfolio manager's retail/institutional asset mix is
weighted, as appropriate for evaluation purposes. Generally the benchmark
index used is a benchmark index set forth in the fund's prospectus to which
the fund's performance is compared. Additional or different appropriate
peer group or benchmark indices may also be used. Primary weight is given
to pre-tax portfolio performance over three-year and five-year time periods
(adjusted as appropriate if the portfolio manager has served for less than
five years) with lesser consideration given to portfolio performance over a
one-year period. The increase or decrease in a fund's assets due to the
purchase or sale of fund shares is not considered a material factor.
o The qualitative analysis of a portfolio manager's individual performance is
based on, among other things, the results of an annual management and
internal peer review process, and management's assessment of overall
portfolio manager contributions to investor relations, the investment
process and overall performance (distinct from fund and other account
performance). Other factors, including contributions made to the investment
team, as well as adherence to Compliance Policies and Procedures, Risk
Management procedures, the firm's Code of Ethics and "living the values" of
the Advisor are also factors.
The quantitative analysis of a portfolio manager's performance is given more
weight in determining discretionary incentive compensation than the qualitative
portion.
11
Certain portfolio managers may also participate in the Equity Plan. The amount
of equity awarded under the long-term equity programs is generally based on the
individual's total compensation package and may comprise from 0% to 30% of the
total compensation award. As discretionary incentive compensation increases, the
percentage of compensation awarded in Deutsche Bank equity also increases.
Portfolio managers may receive a portion of their equity compensation in the
form of shares in the proprietary mutual funds that they manage or support.
Fund Ownership of Portfolio Managers
The following table shows the dollar range of shares owned beneficially and of
record by each member of each Fund's portfolio management team in each Fund as
well as in all DWS Funds as a group (i.e., those funds advised by Deutsche Asset
Management or its affiliates), including investments by their immediate family
members sharing the same household and amounts invested through retirement and
deferred compensation plans. This information is provided as of December 31,
2007.
Dollar Range of All DWS Fund
Name of Portfolio Manager DWS Communications Fund Shares Owned
- ------------------------- ----------------------- ------------
Ralf Oberbannscheidt None None
Dollar Range of All DWS
Name of Portfolio Manager DWS Equity Partners Fund Fund Shares Owned
- ------------------------- ------------------------ -----------------
David F. Hone None $100,001-$500,000
Dollar Range of All DWS
Name of Portfolio Manager DWS Value Builder Fund Fund Shares Owned
- ------------------------- ---------------------- -----------------
David F. Hone None $100,001-$500,000
Conflicts of Interest
In addition to managing the assets of each Fund, each Fund's portfolio managers
may have responsibility for managing other client accounts of the Advisor or its
affiliates. The tables below show, for each portfolio manager, the number and
asset size of (1) SEC registered investment companies (or series thereof) other
than the Fund, (2) pooled investment vehicles that are not registered investment
companies and (3) other accounts (e.g., accounts managed for individuals or
organizations) managed by each portfolio manager. Total assets attributed to
each portfolio manager in the tables below include total assets of each account
managed by them, although the manager may only manage a portion of such
account's assets. The tables also show the number of performance based fee
accounts, as well as the total assets of the accounts for which the advisory fee
is based on the performance of the account. This information is provided as of
December 31, 2007.
DWS Communications Fund
Other SEC Registered Investment Companies Managed:
Number of Total Assets of
Registered Registered Number of Investment Total Assets of
Investment Investment Company Accounts with Performance- Based
Name of Portfolio Manager Companies Companies Performance-Based Fee Fee Accounts
- ------------------------- --------- --------- --------------------- ------------
Ralf Oberbannscheidt 3 $1,197,000 0 $0
12
DWS Equity Partners Fund and DWS Value Builder Fund
Other SEC Registered Investment Companies Managed:
Number of Total Assets of
Registered Registered Number of Investment Total Assets of
Investment Investment Company Accounts with Performance-Based
Name of Portfolio Manager Companies Companies Performance-Based Fee Fee Accounts
- ------------------------- --------- --------- --------------------- ------------
David F. Hone 2 $158,716,957 0 $0
DWS Communications Fund
Other Pooled Investment Vehicles Managed:
Number of Number of Pooled
Pooled Total Assets of Investment Vehicle Total Assets of
Investment Pooled Investment Accounts with Performance-Based
Name of Portfolio Manager Vehicles Vehicles Performance-Based Fee Fee Accounts
- ------------------------- -------- -------- --------------------- ------------
Ralf Oberbannscheidt 0 $0 0 $0
DWS Equity Partners Fund and DWS Value Builder Fund
Other Pooled Investment Vehicles Managed:
Number of Pooled
Number of Investment Vehicle
Pooled Total Assets of Accounts with Total Assets of
Investment Pooled Investment Performance-Based Performance-Based
Name of Portfolio Manager Vehicles Vehicles Fee Fee Accounts
- ------------------------- -------- -------- --- ------------
David F. Hone 0 $0 0 $0
DWS Communications Fund
Other Accounts Managed:
Number of Other
Accounts with Total Assets of
Number of Total Assets of Other Performance-Based Performance-Based
Name of Portfolio Manager Other Accounts Accounts Fee Fee Accounts
- ------------------------- -------------- -------- --- ------------
Ralf Oberbannscheidt 0 $0 0 $0
13
DWS Equity Partners Fund and DWS Value Builder Fund
Other Accounts Managed:
Number of Other
Accounts with Total Assets of
Number of Total Assets of Other Performance-Based Performance-Based
Name of Portfolio Manager Other Accounts Accounts Fee Fee Accounts
- ------------------------- -------------- -------- --- ------------
David F. Hone 14 $191,348,778 0 $0
In addition to the accounts above, an investment professional may manage
accounts in a personal capacity that may include holdings that are similar to,
or the same as, those of the Funds. The Advisor has in place a Code of Ethics
that is designed to address conflicts of interest and that, among other things,
imposes restrictions on the ability of portfolio managers and other "access
persons" to invest in securities that may be recommended or traded in the Funds
and other client accounts.
Real, potential or apparent conflicts of interest may arise when a portfolio
manager has day-to-day portfolio management responsibilities with respect to
more than one fund or account, including the following:
o Certain investments may be appropriate for each Fund and also for other
clients advised by the Advisor, including other client accounts managed by
each Fund's portfolio management team. Investment decisions for each Fund
and other clients are made with a view to achieving their respective
investment objectives and after consideration of such factors as their
current holdings, availability of cash for investment and the size of their
investments generally. A particular security may be bought or sold for only
one client or in different amounts and at different times for more than one
but less than all clients. Likewise, because clients of the Advisor may
have differing investment strategies, a particular security may be bought
for one or more clients when one or more other clients are selling the
security. The investment results achieved for each Fund may differ from the
results achieved for other clients of the Advisor. In addition, purchases
or sales of the same security may be made for two or more clients on the
same day. In such event, such transactions will be allocated among the
clients in a manner believed by the Advisor to be most equitable to each
client, generally utilizing a pro rata allocation methodology. In some
cases, the allocation procedure could potentially have an adverse effect or
positive effect on the price or amount of the securities purchased or sold
by each Fund. Purchase and sale orders for each Fund may be combined with
those of other clients of the Advisor in the interest of achieving the most
favorable net results to each Fund and the other clients.
o To the extent that a portfolio manager has responsibilities for managing
multiple client accounts, a portfolio manager will need to divide time and
attention among relevant accounts. The Advisor attempts to minimize these
conflicts by aligning its portfolio management teams by investment strategy
and by employing similar investment models across multiple client accounts.
o In some cases, an apparent conflict may arise where the Advisor has an
incentive, such as a performance-based fee, in managing one account and not
with respect to other accounts it manages. The Advisor will not determine
allocations based on whether it receives a performance-based fee from the
client. Additionally, the Advisor has in place supervisory oversight
processes to periodically monitor performance deviations for accounts with
like strategies.
o The Advisor and its affiliates and the investment team of each Fund may
manage other mutual funds and separate accounts on a long-short basis. The
simultaneous management of long and short portfolios creates potential
conflicts of interest including the risk that short sale activity could
adversely affect the market value of the long positions(and vice versa),
the risk arising from sequential orders in long and short positions, and
the risks associated with receiving opposing orders at the same time. The
Advisor has adopted procedures that it believes are reasonably designed to
mitigate these potential conflicts of interest. Included in these
procedures are specific guidelines developed to ensure fair and equitable
treatment for all clients whose accounts are managed by each Fund's
portfolio management team. The Advisor and the portfolio management team
have established monitoring procedures, a protocol for supervisory reviews,
as
14
well as compliance oversight to ensure that potential conflicts of interest
relating to this type of activity are properly addressed.
The Advisor is owned by Deutsche Bank AG, a multi-national financial services
company. Therefore, the Advisor is affiliated with a variety of entities that
provide, and/or engage in commercial banking, insurance, brokerage, investment
banking, financial advisory, broker-dealer activities (including sales and
trading), hedge funds, real estate and private equity investing, in addition to
the provision of investment management services to institutional and individual
investors. Since Deutsche Bank AG, its affiliates, directors, officers and
employees (the "Firm") are engaged in businesses and have interests other than
managing asset management accounts, such other activities involve real,
potential or apparent conflicts of interest. These interests and activities
include potential advisory, transactional and financial activities and other
interests in securities and companies that may be directly or indirectly
purchased or sold by the Firm for its clients' advisory accounts. These are
considerations of which advisory clients should be aware and which may cause
conflicts that could be to the disadvantage of the Advisor's advisory clients.
The Advisor has instituted business and compliance policies, procedures and
disclosures that are designed to identify, monitor and mitigate conflicts of
interest and, as appropriate, to report them to the Fund's Board.
Please Retain This Supplement for Future Reference
March 7, 2008
15
Supplement to the currently effective Statements of Additional Information
("SAIs") of the funds/portfolios noted below:
DWS Alternative Asset Allocation Plus Fund DWS International Value Opportunities Fund DWS U.S. Bond Index Fund
DWS Balanced Fund DWS Investments VIT Funds DWS Value Builder Fund
DWS California Tax-Free Income Fund DWS Equity 500 Index VIP DWS Variable Series I
DWS Climate Change Fund DWS RREEF Real Estate Securities VIP DWS Bond VIP
DWS Commodity Securities Fund DWS Small Cap Index VIP DWS Capital Growth VIP
DWS Communications Fund DWS Japan Equity Fund DWS Global Opportunities VIP
DWS Core Fixed Income Fund DWS Large Cap Value Fund DWS Growth & Income VIP
DWS Core Plus Allocation Fund DWS Large Company Growth Fund DWS Health Care VIP
DWS Core Plus Income Fund DWS Latin America Equity Fund DWS International VIP
DWS Disciplined Long/Short Growth Fund DWS LifeCompass Income Fund DWS Variable Series II
DWS Disciplined Long/Short Value Fund DWS LifeCompass Protect Fund DWS Balanced VIP
DWS Disciplined Market Neutral Fund DWS LifeCompass Retirement Fund DWS Blue Chip VIP
DWS Dreman Concentrated Value Fund DWS LifeCompass 2015 Fund DWS Conservative Allocation VIP
DWS Dreman High Return Equity Fund DWS LifeCompass 2020 Fund DWS Core Fixed Income VIP
DWS Dreman Mid Cap Value Fund DWS LifeCompass 2030 Fund DWS Davis Venture Value VIP
DWS Dreman Small Cap Value Fund DWS LifeCompass 2040 Fund DWS Dreman High Return Equity VIP
DWS EAFE(R) Equity Index Fund DWS Lifecycle Long Range Fund DWS Dreman Small Mid Cap Value VIP
DWS Emerging Markets Equity Fund DWS Managed Municipal Bond Fund DWS Global Thematic VIP
DWS Emerging Markets Fixed Income Fund DWS Massachusetts Tax-Free Fund DWS Government & Agency Securities VIP
DWS Enhanced S&P 500 Index Fund DWS New York Tax-Free Income Fund DWS Growth Allocation VIP
DWS Equity 500 Index Fund DWS RREEF Global Real Estate Securities Fund DWS High Income VIP
DWS Equity Income Fund DWS RREEF Real Estate Securities Fund DWS International Select Equity VIP
DWS Equity Partners Fund DWS Short Duration Fund DWS Janus Growth & Income VIP
DWS Europe Equity Fund DWS Short-Term Municipal Bond Fund DWS Large Cap Value VIP
DWS Floating Rate Plus Fund DWS Small Cap Value Fund DWS Mid Cap Growth VIP
DWS Global Bond Fund DWS S&P 500 Index Fund DWS Moderate Allocation VIP
DWS Global Opportunities Fund DWS Target 2008 Fund DWS Small Cap Growth VIP
DWS Global Thematic Fund DWS Target 2010 Fund DWS Strategic Income VIP
DWS Gold & Precious Metals Fund DWS Target 2011 Fund DWS Technology VIP
DWS Health Care Fund DWS Target 2012 Fund DWS Turner Mid Cap Growth VIP
DWS High Income Plus Fund DWS Target 2013 Fund
DWS High Yield Tax Free Fund DWS Target 2014 Fund
DWS Intermediate Tax/AMT Free Fund DWS Technology Fund
DWS International Fund
DWS International Select Equity Fund
The information below replaces the disclosure - applicable to portfolio managers
who are employees of Deutsche Investment Management Americas Inc. (the
"Advisor") and its affiliates - in the "Compensation of Portfolio Managers"
section in the currently effective SAIs of the listed funds/portfolios.
Portfolio managers are eligible for total compensation comprised of base salary
and discretionary incentive compensation.
Base Salary - Base salary generally represents a smaller percentage of portfolio
managers' total compensation than discretionary incentive compensation. Base
salary is linked to job function, responsibilities and financial services
industry peer comparison through the use of extensive market data surveys.
Discretionary Incentive Compensation - Generally, discretionary incentive
compensation comprises a greater proportion of total compensation as a portfolio
manager's seniority and compensation levels increase. Discretionary incentive
compensation is determined based on an analysis of a number of factors,
including among other things, the performance of Deutsche Bank, the performance
of the Asset Management division, and the employee's individual contribution. In
evaluating individual contribution, management will consider a combination of
quantitative and qualitative factors. A portion of the portfolio manager's
discretionary incentive compensation may be delivered in long-term equity
programs (usually in the form or Deutsche Bank equity) (the "Equity Plan"). Top
performing portfolio managers may earn discretionary incentive compensation that
is a multiple of their base salary.
o The quantitative analysis of a portfolio manager's individual
performance is based on, among other factors, performance of all of the
accounts managed by the portfolio manager (which includes the fund and
any other accounts managed by the portfolio manager) over a one-,
three-, and five-year period relative to the appropriate Morningstar
and Lipper peer group universes and/or benchmark index(es) with respect
to each account. Additionally, the portfolio manager's
retail/institutional asset mix is weighted, as appropriate for
evaluation purposes. Generally the benchmark index used is a benchmark
index set forth in the fund's prospectus to which the fund's
performance is compared. Additional or different appropriate peer group
or benchmark indices may also be used. Primary weight is given to
pre-tax portfolio performance over three-year and five-year time
periods (adjusted as appropriate if the portfolio manager has served
for less than five years) with lesser consideration given to portfolio
performance over a one-year period. The increase or decrease in a
fund's assets due to the purchase or sale of fund shares is not
considered a material factor.
o The qualitative analysis of a portfolio manager's individual
performance is based on, among other things, the results of an annual
management and internal peer review process, and management's
assessment of overall portfolio manager contributions to investor
relations, the investment process and overall performance (distinct
from fund and other account performance). Other factors, including
contributions made to the investment team, as well as adherence to
Compliance Policies and Procedures, Risk Management procedures, the
firm's Code of Ethics and "living the values" of the Advisor are also
factors.
The quantitative analysis of a portfolio manager's performance is given more
weight in determining discretionary incentive compensation that the qualitative
portion.
Certain portfolio managers may also participate in the Equity Plan. The amount
of equity awarded under the long-term equity programs is generally based on the
individual's total compensation package and may comprise from 0% to 30% of the
total compensation award. As discretionary incentive compensation increases, the
percentage of compensation awarded in Deutsche Bank equity also increases.
Portfolio managers may receive a portion of their equity compensation in the
form of shares in the proprietary mutual funds that they manage or support.
Please Retain This Supplement for Future Reference
February 1, 2008
2
Supplement to the currently effective Statement of Additional Information for
Fund listed below:
DWS Equity Partners Fund
- --------------------------------------------------------------------------------
The following information supplements the "Investment Advisory and Other
Services" section of the Fund's current Statement of Additional Information:
Fund Ownership of Portfolio Managers
The following table shows the dollar range of shares owned beneficially and of
record by R. Hutchings Vernon, including any investments by his immediate
family members sharing the same household and amounts invested through
retirement and deferred compensation plans. This information is provided as of
November 30, 2007.
Dollar Range of
Name of Portfolio Manager DWS Fund Shares Owned
- ------------------------- ---------------------
R. Hutchings Vernon $100,001 - $500,000
Conflicts of Interest
In addition to managing the assets of the Fund, the Fund's portfolio managers
may have responsibility for managing other client accounts of ABIM or its
affiliates. The tables below show, for R. Hutchings Vernon, the number and asset
size of (1) SEC registered investment companies (or series thereof) other than
the Fund, (2) pooled investment vehicles that are not registered investment
companies and (3) other accounts (e.g., accounts managed for individuals or
organizations) managed by R. Hutchings Vernon. The tables also show the number
of performance based fee accounts, as well as the total assets of the accounts
for which the advisory fee is based on the performance of the account. This
information is provided as of November 30, 2007.
Other SEC Registered Investment Companies Managed:
Number of Total Assets of Number of Investment
Registered Registered Company Accounts Total Assets of
Name of Investment Investment with Performance- Performance-Based
Portfolio Manager Companies Companies Based Fee Fee Accounts
- ----------------- --------- --------- --------- ------------
R. Hutchings Vernon 0 $0 0 $0
Other Pooled Investment Vehicles Managed:
Number of Pooled
Number of Total Assets of Investment Vehicle
Pooled Pooled Accounts with Total Assets of
Name of Investment Investment Performance- Performance-Based
Portfolio Manager Vehicles Vehicles Based Fee Fee Accounts
- ----------------- -------- -------- --------- ------------
R. Hutchings Vernon 1 $42,000,000 0 $0
Other Accounts Managed:
Number of Other
Number of Accounts with Total Assets of
Name of Other Total Assets of Performance-Based Performance-Based
Portfolio Manager Accounts Other Accounts Fee Fee Accounts
- ----------------- -------- -------------- --- ------------
R. Hutchings Vernon 30 $2,280,000,000 0 $0
Please Retain This Supplement for Future Reference
January 8, 2008
Supplement to the currently effective Statement of Additional Information of
each of the listed funds/portfolios:
- --------------------------------------------------------------------------------
Cash Management Fund Institutional
Cash Reserve Fund, Inc.
Prime Series
Cash Reserve Fund Institutional
NY Tax Free Money Fund
Tax Free Money Fund Investment
DWS Capital Growth Fund
DWS Climate Change Fund
DWS Commodity Securities Fund
DWS Communications Fund
DWS Core Fixed Income Fund
DWS Core Plus Income Fund
DWS EAFE(R) Equity Index Fund
DWS Emerging Markets Equity Fund
DWS Emerging Markets Fixed Income Fund
DWS Enhanced S&P 500 Index Fund
DWS Equity 500 Index Fund
DWS Equity Income Fund
DWS Equity Partners Fund
DWS Europe Equity Fund
DWS Floating Rate Plus Fund
DWS Global Bond Fund
DWS Global Opportunities Fund
DWS Global Thematic Fund
DWS GNMA Fund
DWS Gold & Precious Metals Fund
DWS Growth & Income Fund
DWS Health Care Fund
DWS High Income Plus Fund
DWS High Yield Tax Free Fund
DWS Inflation Protected Plus Fund
DWS Intermediate Tax/AMT Free Fund
DWS International Fund
DWS International Select Equity Fund
DWS International Value Opportunities Fund
DWS Investments VIT Funds
DWS Equity 500 Index VIP
DWS RREEF Real Estate Securities VIP
DWS Small Cap Index VIP
DWS Japan Equity Fund
DWS Large Company Growth Fund
DWS Latin America Equity Fund
DWS LifeCompass 2015 Fund
DWS LifeCompass 2020 Fund
DWS LifeCompass 2030 Fund
DWS LifeCompass 2040 Fund
DWS LifeCompass Retirement Fund
DWS Lifecycle Long Range Fund
DWS Managed Municipal Bond Fund
DWS Massachusetts Tax-Free Fund
DWS Micro Cap Fund
DWS Mid Cap Growth Fund
DWS Money Market Series
DWS RREEF Global Real Estate Securities Fund
DWS RREEF Real Estate Securities Fund
DWS S&P 500 Index Fund
DWS Short Duration Fund
DWS Short Duration Plus Fund
DWS Short-Term Municipal Bond Fund
DWS Small Cap Core Fund
DWS Small Cap Growth Fund
DWS Small Cap Value Fund
DWS U.S. Bond Index Fund
DWS Value Builder Fund
DWS Variable Series I
DWS Bond VIP
DWS Capital Growth VIP
DWS Global Opportunities VIP
DWS Growth & Income VIP
DWS Health Care VIP
DWS International VIP
At present, substantially all DWS mutual funds are overseen by one of two boards
of trustees/directors (the "Boards"). Each Board, including the Board that
oversees your Fund (the "New York Board"), has determined that the formation of
a single consolidated Board overseeing substantially all DWS mutual funds is in
the best interests of the Funds and their shareholders. In this connection, each
Board has approved a plan outlining the process for implementing the
consolidation of the New York Board with the other primary DWS mutual fund board
(the "Chicago Board"). (The geographic references in the preceding sentences
merely indicate where each Board historically held most of its meetings.)
The consolidation of the two Boards is expected to take effect on or about April
1, 2008 (the "Consolidation Date"). To accomplish the consolidation, the New
York Board will nominate and elect four individuals (John W. Ballantine, Paul K.
Freeman, William McClayton and Robert H. Wadsworth) who currently serve on the
Chicago Board to the Board of your Fund and each other fund overseen by the New
York Board. Information regarding these four individuals is set forth below. In
addition, the Chicago Board has determined to nominate and recommend that
shareholders of each fund overseen by that Board elect eight members of your
Fund's Board (Henry P. Becton, Jr., Dawn-Marie Driscoll, Keith R. Fox, Kenneth
C. Froewiss, Richard J. Herring, Rebecca W. Rimel, William N. Searcy, Jr. and
Jean Gleason Stromberg). As a result, as of the Consolidation Date, it is
expected that the four Chicago Board members and eight New York Board members
named above (each of whom will be an Independent Board Member), together with
Axel Schwarzer, CEO of DWS Scudder, will constitute the Board of each DWS
Scudder mutual fund (134 funds), including your Fund.
To facilitate the Board consolidation, three members of the New York Board
(Martin J. Gruber, Graham E. Jones and Carl W. Vogt) have agreed to resign as of
the Consolidation Date, which is prior to their normal retirement dates.
Independent Board Members of the New York Board do not receive benefits under
any pension or retirement plan. However, the New York Board has determined that
it would be appropriate to provide those three Independent Board Members who
agreed to resign prior to the Board's normal retirement date with a retirement
agreement, the terms of which include a one-time benefit. As DIMA, the Funds'
investment adviser, will also benefit from the administrative efficiencies of a
consolidated Board, DIMA has agreed to reimburse the Funds for the full cost of
this one-time benefit (which for each retiring Independent Board Member will
equal his annual compensation immediately preceding the Consolidation Date
multiplied by the lesser of (i) two; or (ii) the number of years (or portion
thereof) from the Consolidation Date to his normal retirement date). As
consideration for this benefit, each retiring Independent Board Member has
agreed not to serve on the board of another mutual fund without prior consent
for a specified period. In addition, pursuant to an agreement between each
retiring Independent Board Member, the New York Funds and DIMA, each retiring
Independent Board Member has received certain assurances regarding continuation
of insurance and indemnification rights.
Following the Consolidation Date, it is expected that the consolidated Board
will implement certain changes to the Fund's current committee structure and
other governance practices, including the appointment of new committee chairs
and members. Additional information regarding these changes will be set forth in
the Fund's statement of additional information upon implementation.
Position with
the DWS Funds
Business Experience and Directorships and Length of
Name and Year of Birth During the Past 5 Years Time Served
- ---------------------------------- ---------------------------------------------------------------- ------------------
Chicago Board Members to be
Elected to New York Board
- ---------------------------------- ---------------------------------------------------------------- ------------------
John W. Ballantine (1946) Retired; formerly, Executive Vice President and Chief Risk Chicago Board
Management Officer, First Chicago NBD Corporation/The First Member since
National Bank of Chicago (1996-1998); Executive Vice President 1999.
and Head of International Banking (1995-1996).
Directorships: Healthways Inc. (provider of disease and care
management services); Portland General Electric (utility
company); Stockwell Capital Investments PLC (private equity).
Former Directorships: First Oak Brook Bancshares, Inc. and Oak
Brook Bank
- ---------------------------------- ---------------------------------------------------------------- ------------------
Paul K. Freeman (1950) Consultant, World Bank/Inter-American Development Bank; Chicago Board
formerly, Project Leader, International Institute for Applied Member since
Systems Analysis (1998-2001); Chief Executive Officer, The 2002,
Eric Group, Inc. (environmental insurance) (1986-1998). Chairperson
Formerly, Trustee of funds managed by DIMA or its affiliates since 2007.
(1993-2002).
- ---------------------------------- ---------------------------------------------------------------- ------------------
William McClayton (1944) Chief Administrative Officer, Diamond Management & Technology Chicago Board
Consultants, Inc. (global management consulting firm) Member since
(2001-present); formerly, Senior Partner, Arthur Andersen LLP 2004.
(accounting) (1966-2001). Directorships: Board of Managers,
YMCA of Metropolitan Chicago; formerly, Trustee, Ravinia
Festival.
- ---------------------------------- ---------------------------------------------------------------- ------------------
Robert H. Wadsworth (1940) President, Robert H. Wadsworth & Associates, Inc. (consulting Chicago Board
firm) (1983 to present). Formerly, Trustee of funds managed Member since
by DIMA or its affiliates (1999-2004). 2004.
- ---------------------------------- ---------------------------------------------------------------- ------------------
Please Retain This Supplement for Future Reference
November 26, 2007
DWS EQUITY PARTNERS FUND, INC.
DWS EQUITY PARTNERS FUND
Class A, Class B, Class C and Institutional Class
STATEMENT OF ADDITIONAL INFORMATION
October 1, 2007
This Statement of Additional Information is not a prospectus and should be read
in conjunction with the prospectuses for the Fund, each dated October 1, 2007,
as amended from time to time (each a "Prospectus" and collectively, the
"Prospectuses"), copies of which may be obtained without charge by contacting
your Securities Dealer or Shareholder Service Agent by writing or calling the
Fund, 222 South Riverside Plaza, Chicago, IL 60606, (800) 621-1148 or from the
firm from which this Statement of Additional Information was obtained.
The Annual Report to Shareholders for the year ended May 31, 2007 is
incorporated by reference and is hereby deemed to be part of this Statement of
Additional Information.
This Statement of Additional Information ("SAI") is incorporated by reference
into the Fund's Prospectuses.
TABLE OF CONTENTS
Page
----
INVESTMENT RESTRICTIONS.......................................................2
GENERAL INFORMATION AND HISTORY...............................................2
INVESTMENT POLICIES AND TECHNIQUES............................................5
PORTFOLIO TRANSACTIONS.......................................................13
PURCHASE AND REDEMPTION OF SHARES............................................16
TAXES........................................................................31
NET ASSET VALUE..............................................................37
DIRECTORS AND OFFICERS.......................................................38
INVESTMENT ADVISORY AND OTHER SERVICES.......................................47
Administrative Service Agreement....................................50
Transfer Agent......................................................53
Accounting..........................................................53
Custodian...........................................................54
Independent Registered Public Accounting Firm and Reports to
Shareholders........................................................54
Counsel.............................................................54
DISTRIBUTION OF FUND SHARES..................................................54
PROXY VOTING GUIDELINES......................................................60
FINANCIAL STATEMENTS.........................................................61
ADDITIONAL INFORMATION.......................................................61
APPENDIX A...................................................................63
INVESTMENT RESTRICTIONS
The investment program for DWS Equity Partners Fund (the "Fund") is subject to a
number of investment restrictions that reflect self-imposed standards as well as
federal and state regulatory limitations. The investment restrictions recited
below are in addition to those described in the Fund's Prospectuses, and unless
indicated otherwise, are matters of fundamental policy that may not be changed
without the affirmative vote of a majority of the outstanding shares. The vote
of a majority of the outstanding shares of the Fund means the lesser of: (i) 67%
or more of the shares present at a shareholder meeting at which the holders of
more than 50% of the shares are present or represented by proxy or (ii) more
than 50% of the outstanding shares of the Fund.
The Fund has elected to be treated as a diversified investment company, as that
term is used in the Investment Company Act of 1940, as amended (the "1940 Act"),
and as interpreted or modified by regulatory authority having jurisdiction, from
time to time.
As a matter of fundamental policy:
1. The Fund may not borrow money, except as permitted under the 1940 Act,
as amended, and as interpreted or modified by regulatory authority
having jurisdiction, from time to time.
2. The Fund may not issue senior securities, except as permitted under the
1940 Act, as amended, and as interpreted or modified by regulatory
authority having jurisdiction, from time to time.
3. The Fund may not concentrate its investments in a particular industry,
as that term is used in the 1940 Act, as amended, and as interpreted or
modified by regulatory authority having jurisdiction, from time to
time.
4. The Fund may not engage in the business of underwriting securities
issued by others, except to the extent that the Fund may be deemed to
be an underwriter in connection with the disposition of portfolio
securities.
5. The Fund may not purchase or sell real estate, which term does not
include securities of companies which deal in real estate or mortgages
or investments secured by real estate or interests therein, except that
the Fund reserves freedom of action to hold and to sell real estate
acquired as a result of the Fund's ownership of securities.
6. The Fund may not purchase or sell commodities, except as permitted by
the 1940 Act, as amended, and as interpreted or modified by the
regulatory authority having jurisdiction, from time to time.
7. The Fund may not make loans except as permitted under the 1940 Act, as
amended, and as interpreted or modified by regulatory authority having
jurisdiction, from time to time.
The following investment restrictions may be changed by a vote of the majority
of the Board of Directors. The Fund:
(i) will not invest more than 10% of the value of its net assets in
illiquid securities (as defined under federal or state securities
laws); and
(ii) currently does not intend to lend portfolio securities in an amount
greater than 33 1/3% of its total assets.
Unless otherwise noted, the percentage limitations contained in these
restrictions apply at the time of purchase.
GENERAL INFORMATION AND HISTORY
The Fund is an open-end diversified management investment company. The Fund
currently offers four classes of shares: Class A shares, Class B shares, Class C
shares and Institutional Class (collectively, the "shares"). As used
2
herein, the "Fund" refers to DWS Equity Partners Fund and specific references to
any class of the Fund's shares will be made using the name of such class.
On August 19, 2002, the Deutsche Asset Management funds were combined with the
Scudder family of funds under the Scudder Investments brand. This change did not
affect the operations of the Fund, but resulted in modifications to the
presentation of the Fund's Prospectuses, periodic reports and other publications
on behalf of the Fund. On May 7, 2001, Deutsche Asset Management changed the
name of its "Flag Investors" family of mutual funds to "Deutsche Asset
Management." This change did not affect the name, management, or operations of
the Fund, but resulted in modifications to the presentation of the Fund's
Prospectuses, periodic reports and other publications on behalf of the Fund.
On February 6, 2006, the names of "Scudder Flag Investors Equity Partners Fund,
Inc." and its series "Scudder Flag Investors Equity Partners Fund, Inc." were
changed to "DWS Equity Partners Fund, Inc." (the "Corporation") and "DWS Equity
Partners Fund," respectively. This change did not affect the operations of the
Fund, but resulted in modifications to the presentation of the Fund's
Prospectuses, periodic reports and other publications on behalf of the Fund.
The Corporation was incorporated under the laws of the State of Maryland on
November 29, 1994. The Corporation filed a registration statement with the SEC
registering itself as an open-end diversified management investment company
under the 1940 Act and its shares under the Securities Act of 1933, as amended
(the "Securities Act"), and began operations on February 13, 1995. The Fund has
offered the Institutional Class since February 14, 1996 and the Class C shares
since October 28, 1998.
The Corporation is a Maryland corporation organized under the laws of Maryland
and is governed by Amended and Restated Articles of Incorporation that were
approved by shareholders in the second quarter of 2006, as may be further
amended from time to time (the "Articles of Incorporation"). All shares issued
and outstanding are fully paid and non-assessable, transferable, have no
pre-emptive rights (except as may be determined by the Board of Directors) or
conversion rights (except as described below) and are redeemable as described in
this SAI and in the Fund's Prospectuses. Each share has equal rights with each
other share of the same class of the Fund as to voting, dividends, exchanges and
liquidation. Shareholders are entitled to one vote for each share held and
fractional votes for fractional shares held.
The Board of Directors may determine that shares of a fund or a class of a fund
shall be automatically converted into shares of another fund of the Corporation
or of another class of the same or another fund based on the relative net assets
of such fund or class at the time of conversion. The Board of Directors may also
provide that the holders of shares of a fund or a class of a fund shall have the
right to convert or exchange their shares into shares of one or more other funds
or classes on terms established by the Board of Directors.
Each share of the Fund may be subject to such sales loads or charges, expenses
and fees, account size requirements, and other rights and provisions, which may
be the same or different from any other share of any fund (including shares of
the same fund), as the Board of Directors of the Corporation may establish or
change from time to time and to the extent permitted under the 1940 Act.
The Corporation is not required to hold an annual meeting of shareholders in any
year in which the election of Directors is not required by the 1940 Act. If a
meeting of shareholders of the Corporation is required by the 1940 Act to take
action on the election of Directors, then an annual meeting shall be held to
elect Directors and take such other action as may come before the meeting.
Special meetings of the shareholders of the Corporation, or of the shareholders
of one or more funds or classes thereof, for any purpose or purposes, may be
called at any time by the Board of Directors or by the President, and shall be
called by the President or Secretary at the request in writing of shareholders
entitled to cast a majority of the votes entitled to be cast at the meeting.
Except as provided in the 1940 Act, the presence in person or by proxy of the
holders of one-third of the shares entitled to vote at a meeting shall
constitute a quorum for the transaction of business at meetings of shareholders
of the Corporation or of a fund or class.
3
On any matter submitted to a vote of shareholders, all shares of the Corporation
entitled to vote shall be voted in the aggregate as a single class without
regard to series or classes of shares, provided, however, that (a) when
applicable law requires that one or more series or classes vote separately, such
series or classes shall vote separately and, subject to (b) below, all other
series or classes shall vote in the aggregate; and (b) when the Board of
Directors determines that a matter does not affect the interests of a particular
series or class, such series or class shall not be entitled to any vote and only
the shares of the affected series or classes shall be entitled to vote.
Notwithstanding any provision of Maryland corporate law requiring authorization
of any action by a greater proportion than a majority of the total number of
shares entitled to vote on a matter, such action shall be effective if
authorized by the majority vote of the outstanding shares entitled to vote.
Subject to the requirements of applicable law and any procedures adopted by the
Board of Directors from time to time, the holders of shares of the Corporation
or any one or more series or classes thereof may take action or consent to any
action by delivering a consent, in writing or by electronic transmission, of the
holders entitled to cast not less than the minimum number of votes that would be
necessary to authorize or take the action at a formal meeting.
The Articles of Incorporation provide that the Board of Directors may, in its
discretion, establish minimum investment amounts for shareholder accounts,
impose fees on accounts that do not exceed a minimum investment amount and
involuntarily redeem shares in any such account in payment of such fees. The
Board of Directors, in its sole discretion, also may cause the Corporation to
redeem all of the shares of the Corporation or one or more series or classes
held by any shareholder for any reason, to the extent permissible by the 1940
Act, including (a) if the shareholder owns shares having an aggregate net asset
value of less than a specified minimum amount, (b) if the shareholder's
ownership of shares would disqualify a series from being a regulated investment
company, (c) upon a shareholder's failure to provide sufficient identification
to permit the Corporation to verify the shareholder's identity, (d) upon a
shareholder's failure to pay for shares or meet or maintain the qualifications
for ownership of a particular series or class, (e) if the Board of Directors
determines (or pursuant to policies established by the Board of Directors it is
determined) that share ownership by a shareholder is not in the best interests
of the remaining shareholders, (f) when the Corporation is requested or
compelled to do so by governmental authority or applicable law, or (g) upon a
shareholder's failure to comply with a request for information with respect to
the direct or indirect ownership of shares of the Corporation. By redeeming
shares the Corporation may terminate a fund or any class without shareholder
approval, and the Corporation may suspend the right of shareholders to require
the Corporation to redeem shares to the extent permissible under the 1940 Act.
Payment for shares redeemed shall be made in cash or other property, or any
combination thereof; provided, however, that the composition of any such payment
(e.g., cash, securities and/or other assets) to any shareholder shall be
determined by the Corporation in its sole discretion, and may be different among
shareholders (including differences among shareholders in the same fund or
class).
Except as otherwise permitted by the Articles of Incorporation of the
Corporation, upon liquidation or termination of a fund or class, shareholders of
such fund or class of a fund shall be entitled to receive, pro rata in
proportion to the number of shares of such fund or class held by each of them, a
share of the net assets of such fund or class, and the holders of shares of any
other particular fund or class shall not be entitled to any such distribution,
provided, however, that the composition of any such payment (e.g., cash,
securities and/or other assets) to any shareholder shall be determined by the
Corporation in its sole discretion, and may be different among shareholders
(including differences among shareholders in the same fund or class).
Important information concerning the Fund is included in the Fund's
Prospectuses, which may be obtained without charge from DWS Scudder
Distributors, Inc., the Fund's distributor (the "Distributor" or "DWS-SDI") or
from Participating Dealers that offer shares to prospective investors.
Prospectuses may also be obtained from Shareholder Service Agents. Some of the
information required to be in this Statement of Additional Information is also
included in the Fund's current Prospectuses. To avoid unnecessary repetition,
references are made to related sections of the Prospectuses. In addition, the
Prospectuses and this Statement of Additional Information omit certain
information about the Fund and its business that is contained in the
Registration Statement for the Fund and its shares filed with the Securities and
Exchange Commission (the "SEC"). Copies of the Registration Statement as filed,
including such omitted items, may be obtained from the SEC by paying the charges
prescribed under its rules and regulations.
4
Under a separate agreement between Deutsche Bank AG and the Corporation,
Deutsche Bank AG has granted a license to the Corporation to utilize the
trademark "DWS."
INVESTMENT POLICIES AND TECHNIQUES
The Fund seeks to achieve long-term growth of capital and, secondarily, current
income by investing primarily in a diversified portfolio of common stocks. Under
normal circumstances, the Fund will invest at least 80% of the Fund's assets in
a diversified portfolio of common stocks. This policy may be changed by the
Board of Directors upon 60 days written notice to shareholders. There can be no
assurance that the Fund's investment objectives will be achieved. The Fund may
make other equity investments (including preferred stocks, convertible
securities, warrants and other securities convertible into or exchangeable for
common stocks).
The Fund's emphasis is on continuous improvement in portfolio holdings. This
process involves eliminating investments in companies in which the portfolio
managers' confidence has waned and adding investments in which their conviction
is high. The portfolio managers try to avoid selling their favorite long-term
holdings simply because the holdings have gone up significantly and buying
weaker companies simply because their stocks have lagged. The portfolio
managers' experience over the years has been that, despite various market
levels, there are generally always good values to take advantage of by using
extensive research and independent thinking.
The Fund may invest up to 10% of its total assets in non-convertible debt
securities which may include securities that are rated below investment grade by
Moody's Investors Service, Inc. ("Moody's") or the Standard & Poor's Division of
the McGraw-Hull Companies, Inc. ("S&P") or are unrated and of similar quality,
as determined by the investment advisor and sub-advisor (the "Advisors") under
criteria approved by the Board of Directors. (A description of the rating
categories of S&P and Moody's is set forth in Appendix A to this Statement of
Additional Information.) However, the Fund does not intend to invest in below
investment grade securities to a significant degree. Any remaining assets of the
Fund not invested as described above may be invested in high quality money
market instruments. For temporary defensive measure, the fund could shift up to
100% of assets into investments such as money market securities, notes or bonds
issued by the US Treasury or by agencies of the US government.
INVESTMENT PRACTICES
Summary of Investment Practices
The following is a chart of the various types of securities and investment
strategies employed by the Fund. Unless otherwise indicated, the Fund is not
obligated to pursue any of the following strategies and does not represent that
these techniques are available now or will be available at any time in the
future. If the Fund's investment in a particular type of security is limited to
a certain percentage of the Fund's assets, that percentage limitation is listed
in the chart. Following the chart, there is a description of how each type of
security and investment strategy may be used by the Fund. As a matter of
non-fundamental operating policy, the Fund may be subject to additional
restrictions. See the section entitled "Investment Restrictions."
5
- --------------------------------------------------------------------------------
KEY TO TABLE:
| Permitted without limit
o Permitted without limit, but not expected to be used to a significant
extent
X Not permitted
Italic type (e.g. 20%) represents an investment limitation as a percentage of
net fund assets; does not indicate actual use
Roman type (e.g. 20%) represents an investment limitation as a percentage of
total fund assets; does not indicate actual use
- ------------------------------------------------------------------------------------------------------------------------
EQUITY SECURITIES
- ------------------------------------------------------------------------------------------------------------------------
Common Stock |
- ------------------------------------------------------------------------------------------------------------------------
Warrants o
- ------------------------------------------------------------------------------------------------------------------------
Preferred Stock o
- ------------------------------------------------------------------------------------------------------------------------
Convertible Securities o
- ------------------------------------------------------------------------------------------------------------------------
Initial Public Offerings o
- ------------------------------------------------------------------------------------------------------------------------
FIXED INCOME SECURITIES & MONEY MARKET INSTRUMENTS
- ------------------------------------------------------------------------------------------------------------------------
Short-Term Instruments o
- ------------------------------------------------------------------------------------------------------------------------
Obligations of Banks and Other Financial Institutions o
- ------------------------------------------------------------------------------------------------------------------------
Certificates of Deposit and Banker's Acceptance o
- ------------------------------------------------------------------------------------------------------------------------
Commercial Paper o
- ------------------------------------------------------------------------------------------------------------------------
US Government Securities o
- ------------------------------------------------------------------------------------------------------------------------
Zero Coupon Securities and Deferred Interest Bonds o
- ------------------------------------------------------------------------------------------------------------------------
Lower-Rated Debt Securities 10%
- ------------------------------------------------------------------------------------------------------------------------
Corporate Bonds o
- ------------------------------------------------------------------------------------------------------------------------
Non-Convertible Corporate Debt Securities 10%
- ------------------------------------------------------------------------------------------------------------------------
Bank Loans (liquid)
- ------------------------------------------------------------------------------------------------------------------------
Other Debt Obligations o
- ------------------------------------------------------------------------------------------------------------------------
MORTGAGE-BACKED AND ASSET-BACKED SECURITIES
- ------------------------------------------------------------------------------------------------------------------------
Government Guaranteed Mortgage-Backed Securities 10%
- ------------------------------------------------------------------------------------------------------------------------
Ginnie Mae Certificates 10%
- ------------------------------------------------------------------------------------------------------------------------
Fannie Mae Certificates 10%
- ------------------------------------------------------------------------------------------------------------------------
Freddie Mac Certificates 10%
- ------------------------------------------------------------------------------------------------------------------------
Multi-Class Mortgage-Backed Securities (CMOs and REMICs) 10%
- ------------------------------------------------------------------------------------------------------------------------
Privately Issued Mortgage-Backed Securities 10%
- ------------------------------------------------------------------------------------------------------------------------
Asset-Backed Securities 10%
- ------------------------------------------------------------------------------------------------------------------------
SECURITIES OF NON-US ISSUERS
- ------------------------------------------------------------------------------------------------------------------------
Foreign Securities & Depository Receipts (ADRs, EDRs, GDRs and IDRs) 10%
- ------------------------------------------------------------------------------------------------------------------------
Foreign Corporate Debt Securities 10%
- ------------------------------------------------------------------------------------------------------------------------
Foreign Government Debt Securities 10%
- ------------------------------------------------------------------------------------------------------------------------
CURRENCY MANAGEMENT
- ------------------------------------------------------------------------------------------------------------------------
Currency Exchange Transactions X
- ------------------------------------------------------------------------------------------------------------------------
Currency Hedging Transactions X
- ------------------------------------------------------------------------------------------------------------------------
Forward Currency Exchange Contracts X
- ------------------------------------------------------------------------------------------------------------------------
Options on Foreign Currencies X
- ------------------------------------------------------------------------------------------------------------------------
OTHER INVESTMENTS AND INVESTMENT PRACTICES
- ------------------------------------------------------------------------------------------------------------------------
Illiquid Securities 10%
- ------------------------------------------------------------------------------------------------------------------------
6
- --------------------------------------------------------------------------------
KEY TO TABLE:
| Permitted without limit
o Permitted without limit, but not expected to be used to a significant
extent
X Not permitted
Italic type (e.g. 20%) represents an investment limitation as a percentage of
net fund assets; does not indicate actual use
Roman type (e.g. 20%) represents an investment limitation as a percentage of
total fund assets; does not indicate actual use
- ------------------------------------------------------------------------------------------------------------------------
When-Issued and Delayed Delivery Securities
- ------------------------------------------------------------------------------------------------------------------------
Repurchase Agreements |
- ------------------------------------------------------------------------------------------------------------------------
Mortgage Dollar Rolls
- ------------------------------------------------------------------------------------------------------------------------
Lending of Portfolio Securities 33 1/3%
- ------------------------------------------------------------------------------------------------------------------------
Borrowing (including reverse repurchase agreements) 10% (only for extraordinary
or emergency purposes)
- ------------------------------------------------------------------------------------------------------------------------
Short Sales X
- ------------------------------------------------------------------------------------------------------------------------
Other Investment Companies o
- ------------------------------------------------------------------------------------------------------------------------
Temporary Defensive Investments |
- ------------------------------------------------------------------------------------------------------------------------
Purchase Securities on Margin X
- ------------------------------------------------------------------------------------------------------------------------
Purchase of Rule 144A Securities o
- ------------------------------------------------------------------------------------------ -----------------------------
Equity Securities
Equity securities include common stocks, preferred stocks, warrants, and other
securities that may be converted into or exchanged for common stocks. Common
stocks are equity securities that represent an ownership interest in a
corporation, entitling the shareholder to voting rights and receipt of dividends
based on proportionate ownership. Preferred stock is a class of capital stock
that pays dividends at a specified rate and that has preference over common
stock in the payment of dividends and the liquidation of assets. Warrants are
instruments giving holders the right, but not the obligation, to buy shares of a
company at a given price during a specified period. Convertible securities are
securities that may be converted either at a stated price or rate within a
specified period of time into a specified number of shares of common stock.
In general, the market value of a convertible security is at least the higher of
its "investment value" (i.e., its value as a fixed-income security) or its
"conversion value" (i.e., the value of the underlying shares of common stock if
the security is converted). As a fixed-income security, a convertible security
tends to increase in market value when interest rates decline and tends to
decrease in value when interest rates rise. However, the price of a convertible
security also is influenced by the market value of the security's underlying
common stock. Thus, the price of a convertible security tends to increase as the
market value of the underlying common stock increases, whereas it tends to
decrease as the market value of the underlying stock declines. Investments in
convertible securities generally entail less risk than investments in common
stock of the same issuer.
Below Investment Grade Securities
The Fund may purchase non-convertible debt securities that carry ratings lower
than those assigned to investment grade bonds by S&P or Moody's, or that are
unrated by S&P or Moody's if such bonds, in the Advisors' judgment, meet the
quality criteria established by the Board of Directors. These bonds generally
are known as "junk bonds." These securities may trade at substantial discounts
from their face values. Appendix A to this Statement of
7
Additional Information sets forth a description of the S&P and Moody's rating
categories, which indicate the rating agency's opinion as to the probability of
timely payment of interest and principal. These ratings range in descending
order of quality from AAA to D, in the case of S&P, and from Aaa to C, in the
case of Moody's. Generally, securities that are rated lower than BBB by S&P or A
by Moody's are described as below investment grade. Securities rated lower than
investment grade may be of a predominantly speculative character and their
future cannot be considered well-assured. The issuer's ability to make timely
payments of principal and interest may be subject to material contingencies.
Securities in the lowest rating categories may be unable to make timely interest
or principal payments and may be in default or in arrears in interest and
principal payments.
Ratings of S&P and Moody's represent their opinions of the quality of bonds and
other debt securities they undertake to rate at the time of issuance. However,
these ratings are not absolute standards of quality and may not reflect changes
in an issuer's creditworthiness. Accordingly, the Advisors do not rely
exclusively on ratings issued by S&P or Moody's in selecting portfolio
securities, but supplement such ratings with independent and ongoing reviews of
credit quality. In addition, the total return the Fund may earn from investments
in high-yield securities will be significantly affected not only by credit
quality but by fluctuations in the markets in which such securities are traded.
Accordingly, selection and supervision by the Advisors of investments in lower
rated securities involves continuous analysis of individual issuers, general
business conditions, activities in the high-yield bond market and other factors.
The analysis of issuers may include, among other things, historic and current
financial conditions, strength of management, responsiveness to business
conditions, credit standing and current and anticipated results of operations.
Analysis of general business conditions and other factors may include
anticipated changes in economic activity in interest rates, the availability of
new investment opportunities and the economic outlook for specific industries.
Investing in higher yielding, lower rated bonds entails substantially greater
risk than investing in investment grade bonds, including not only credit risk,
but potentially greater market volatility and lower liquidity. Yields and market
values of high-yield bonds will fluctuate over time, reflecting not only
changing interest rates but also the bond market's perception of credit quality
and the outlook for economic growth. When economic conditions appear to be
deteriorating, lower rated bonds may decline in value due to heightened concern
over credit quality, regardless of prevailing interest rates. In adverse
economic conditions, the liquidity of the secondary market for high-yield bonds
may be significantly reduced. In addition, adverse economic developments could
disrupt the high-yield bond market, affecting both price and liquidity, and
could also affect the ability of issuers to repay principal and interest,
thereby leading to a default rate higher than has been the case historically.
Even under normal conditions, the market for high-yield bonds may be less liquid
than the market for investment grade corporate bonds. In periods of reduced
market liquidity, the market for high-yield bonds may become more volatile and
there may be significant disparities in the prices quoted for high-yield
securities by various dealers. Under conditions of increased volatility and
reduced liquidity, it would become more difficult for the Fund to value its
portfolio securities accurately because there might be less reliable, objective
data available. Finally, prices for high-yield bonds may be affected by
legislative and regulatory developments. For example, from time to time,
Congress has considered legislation to restrict or eliminate the corporate tax
deduction for interest payments or to regulate corporate restructurings such as
takeovers, mergers or leveraged buyouts. Such legislation may significantly
depress the prices of outstanding high-yield bonds.
Repurchase Agreements
The Fund may enter into repurchase agreements with domestic banks or
broker-dealers deemed to be creditworthy by the Advisors. A repurchase agreement
is a short-term investment in which the Fund acquires ownership of a debt
security and the seller agrees to repurchase the obligation at a future time and
set price, usually not more than seven days from the date of purchase, thereby
determining the yield during the Fund's holding period. The value of the
underlying securities will be at least equal at all times to the total amount of
the repurchase obligation, including the interest factor. The Fund makes payment
for such securities only upon physical delivery or evidence of book-entry
transfer to the account of a custodian or bank acting as agent. The Fund does
not bear the risk of a decline in value of the underlying securities unless the
seller defaults under its repurchase obligation. In the event of a bankruptcy or
other default of a seller of a repurchase agreement, the Fund could experience
both delays in liquidating the underlying securities and loss including (a)
possible decline in the value of the underlying security while the Fund
8
seeks to enforce its rights thereto, (b) possible subnormal levels of income and
lack of access to income during this period and (c) expenses of enforcing its
rights.
Lending of Portfolio Securities
The Fund may lend its investment securities to approved institutional borrowers
who need to borrow securities in order to complete certain transactions, such as
covering short sales, avoiding failures to deliver securities or completing
arbitrage operations. By lending its investment securities, the Fund attempts to
increase its net investment income through the receipt of interest on the loan.
Any gain or loss in the market price of the securities loaned that might occur
during the term of the loan would belong to the Fund. The Fund may lend its
investment securities so long as the terms, structure and the aggregate amount
of such loans are not inconsistent with the 1940 Act or the rules and
regulations or interpretations of the SEC thereunder, which currently require
that (a) the borrower pledge and maintain with the Fund collateral consisting of
liquid, unencumbered assets having a value at all times not less than 100% of
the value of the securities loaned, (b) the borrower add to such collateral
whenever the price of the securities loaned rises (i.e., the borrower "marks to
the market" on a daily basis), (c) the loan be made subject to termination by
the Fund at any time, and (d) the Fund receives reasonable interest on the loan
(which may include the Fund investing any cash collateral in interest bearing
short-term investments), and distributions on the loaned securities and any
increase in their market value. There may be risks of delay in recovery of the
securities or even loss of rights in the collateral should the borrower of the
securities fail financially. However, loans will be made only to borrowers
selected by the fund's delegate after a commercially reasonable review of
relevant facts and circumstances, including the creditworthiness of the
borrower.
Payments received by the Fund in lieu of any dividends paid on the loaned
securities will not be treated as "qualified dividend income" for purposes of
determining what portion of the Fund's dividends received by individuals may be
taxed at the rates generally applicable to long-term capital gains. See "TAXES."
At the present time, the staff of the SEC does not object if an investment
company pays reasonable negotiated fees in connection with loaned securities, so
long as such fees are set forth in a written contract and approved by the
investment company's Board of Trustees/Directors. In addition, voting rights may
pass with the loaned securities, but if a material event occurs affecting an
investment on loan, the loan must be called and the securities voted. Pursuant
to an exemptive order granted by the SEC, cash collateral received by the Fund
may be invested in a money market fund managed by the Advisor (or one of its
affiliates).
Foreign Investment Risk Considerations
From time to time, the Advisors may invest up to 10% of the Fund's total assets
in American Depositary Receipts ("ADRs") and other securities, that are traded
in the United States and represent interests in foreign issuers. The Advisors
may also invest up to 10% of the Fund's total assets in securities of foreign
companies that are not so traded, and in debt and equity securities issued by
foreign corporate and government issuers that are not traded in the United
States (though they do not intend to do so to a significant degree) when the
Advisors believe that such investments provide good opportunities for achieving
income and capital gains without undue risk. Foreign investments involve
substantial and different risks which should be carefully considered by any
potential investor. Such investments are usually not denominated in US dollars
so changes in the relative values of the US dollar and other currencies will
affect the value of foreign investments. In general, less information is
publicly available about foreign companies than is available about companies in
the United States. Most foreign companies are not subject to uniform audit and
financial reporting standards, practices and requirements comparable to those in
the United States. In most foreign markets volume and liquidity are less than in
the United States and, at times, volatility can be greater than in the United
States. Fixed commissions on foreign stock exchanges are generally higher than
the negotiated commissions on United States exchanges. There is generally less
government supervision and regulation of foreign stock exchanges, brokers, and
companies than in the United States. The settlement periods for foreign
securities, which are often longer than those for securities of US issuers, may
affect portfolio liquidity. Portfolio securities held by the Fund which are
listed on foreign exchanges may be traded on days that the Fund does not value
its securities, such as Saturdays and the customary United States business
holidays on which the New York Stock Exchange is
9
closed. As a result, the net asset value of shares may be significantly affected
on days when shareholders cannot purchase or redeem shares of the Fund.
Although the Fund intends to invest in securities of companies and governments
of developed, stable nations, there is also the possibility of adverse changes
in investment or exchange control regulations, expropriation or confiscatory
taxation, limitations on the removal of funds or other assets, political or
social instability, or diplomatic developments that could adversely affect
investments, assets or securities transactions of the Fund in some foreign
countries. The dividends and interest payable on certain of the Fund's foreign
portfolio securities may be subject to foreign withholding taxes, thus reducing
the net amount available for distribution to the Fund's shareholders.
Rule 144A Securities
The Fund may invest up to 10% of its net assets in illiquid securities. Not
included in this restriction are Rule 144A Securities which are restricted
securities in that they have not been registered under the Securities Act, but
they may be traded between certain qualified institutional investors, including
investment companies. The presence or absence of a secondary market may affect
the value of the Rule 144A Securities. The Fund's Board of Directors has
established guidelines and procedures to be utilized to determine the liquidity
of such securities. Rule 144A Securities may become illiquid if qualified
institutional buyers are not interested in acquiring the securities.
Impact of Large Redemptions and Purchases of Fund Shares
From time to time, shareholders of the Fund (which may include affiliated and/or
non-affiliated registered investment companies that invest in the Fund) may make
relatively large redemptions or purchases of Fund shares. These transactions may
cause the Fund to have to sell securities or invest additional cash, as the case
may be, at a time when it is not advantageous to do so. While it is impossible
to predict the overall impact of these transactions over time, there could be
adverse effects on the Fund's performance to the extent that the Fund may be
required to sell securities or invest cash at times when it would not otherwise
do so. These transactions could also accelerate the realization of taxable
income if sales of securities resulted in gains and could also increase
transaction costs, which may impact the Fund's expense ratio.
Initial Public Offerings (IPOs)
The Fund may invest in IPOs but historically has not done so to a significant
degree. IPOs may be very volatile, rising and falling rapidly based on, among
other reasons, investor perceptions rather than economic reasons. Additionally,
IPOs may have a magnified effect on Fund performance depending on market
conditions.
Investment of Uninvested Cash Balances
The Fund may have cash balances that have not been invested in portfolio
securities ("Uninvested Cash"). Uninvested Cash may result from a variety of
sources, including dividends or interest received from portfolio securities,
unsettled securities transactions, reserves held for investment strategy
purposes, scheduled maturity of investments, liquidation of investment
securities to meet anticipated redemptions or dividend payments, and new cash
received from investors. Uninvested Cash may be invested directly in money
market instruments or other short-term debt obligations. Pursuant to an
exemptive order issued by the SEC, the Fund may use Uninvested Cash to purchase
shares of affiliated funds, including money market funds, short-term bond funds
and Cash Management QP Trust, or one or more future entities for the which the
Advisor acts as trustee or investment advisor that operate as cash management
investment vehicles and that are excluded from the definition of investment
company pursuant to Section 3(c)(1) or 3(c)(7) of the 1940 Act (collectively,
the "Central Funds") in excess of the limitations of Section 12(d)(1) of the
1940 Act. Investment by the Fund in shares of the Central Funds will be in
accordance with the Fund's investment policies and restrictions.
The Fund will invest Uninvested Cash in Central Funds only to the extent that
the Fund's aggregate investment in the Central Funds does not exceed 25% of its
total assets. Purchase and sales of shares of Central Funds are made at net
asset value.
10
Portfolio Turnover
The Fund's annual portfolio turnover rate (the lesser of the value of the
purchases or sales for the year, excluding US Government securities and
securities with maturities of one year or less) may vary from year to year, as
well as within a year, depending on market conditions. For the fiscal years
ended May 31, 2007 and May 31, 2006, the Fund's portfolio turnover rate was 13%
and 10%, respectively.
Portfolio Holdings Information
In addition to the public disclosure of Fund portfolio holdings through required
Securities and Exchange Commission ("SEC") quarterly filings, the Fund may make
its portfolio holdings information publicly available on the DWS Funds' Web site
as described in the Fund's Prospectuses. The Fund does not disseminate
non-public information about portfolio holdings except in accordance with
policies and procedures adopted by the Fund.
The Fund's procedures permit non-public portfolio holdings information to be
shared with Deutsche Asset Management and its affiliates (collectively "DeAM"),
subadvisors, if any, custodians, independent registered public accounting firms,
attorneys, officers and trustees/directors and each of their respective
affiliates and advisers who require access to this information to fulfill their
duties to the Fund and are subject to the duties of confidentiality, including
the duty not to trade on non-public information, imposed by law or contract, or
by the Fund's procedures. This non-public information may also be disclosed,
subject to the requirements described below, to securities lending agents,
financial printers, proxy voting firms, mutual fund analysts and rating and
tracking agencies, or to shareholders in connection with in-kind redemptions
(collectively, "Authorized Third Parties").
Prior to any disclosure of the Fund's non-public portfolio holdings information
to Authorized Third Parties, a person authorized by the Fund's Directors must
make a good faith determination in light of the facts then known that the Fund
has a legitimate business purpose for providing the information, that the
disclosure is in the best interest of the Fund, and that the recipient assents
or otherwise has a duty to keep the information confidential and to not trade
based on the information received while the information remains non-public. No
compensation is received by the Fund or DeAM for disclosing non-public holdings
information. Periodic reports regarding these procedures will be provided to the
Fund's Directors.
Portfolio holdings information distributed by the trading desks of DeAM or a
subadvisor for the purpose of facilitating efficient trading of such securities
and receipt of relevant research is not subject to the foregoing requirements.
Non-public portfolio holding information does not include portfolio
characteristics (other than holdings or subsets of holdings) about the Fund and
information derived therefrom, including, but not limited to, how the Fund's
investments are divided among various sectors, industries, countries, value and
growth stocks, bonds, currencies and cash, types of bonds, bond maturities,
duration, bond coupons and bond credit quality ratings so long as the Fund's
holdings could not be derived from such information.
Registered investment companies that are subadvised by DeAM may be subject to
different portfolio holdings disclosure policies, and neither DeAM nor the
Fund's Directors exercise control over such policies. In addition, separate
account clients of DeAM have access to their portfolio holdings and are not
subject to the Fund's portfolio holdings disclosure policy. The portfolio
holdings of some of the funds subadvised by DeAM and some of the separate
accounts managed by DeAM may substantially overlap with the portfolio holdings
of the Fund.
DeAM also manages certain unregistered commingled trusts and creates model
portfolios, the portfolio holdings of which may substantially overlap with the
portfolio holdings of the Fund. To the extent that investors in these commingled
trusts or recipients of model portfolio holdings information may receive
portfolio holdings information of their trust or of a model portfolio on a
different basis from that on which Fund portfolio holdings information is made
public, DeAM has implemented procedures reasonably designed to encourage such
investors and recipients to keep such information confidential, and to prevent
those investors from trading on the basis of non-public holdings information.
11
There is no assurance that the Fund's policies and procedures with respect to
the disclosure of portfolio holdings information will protect the Fund from the
potential misuse of portfolio holdings information by those in possession of
that information.
Regulatory Matters and Legal Proceedings
On December 21, 2006, Deutsche Asset Management ("DeAM") settled proceedings
with the Securities and Exchange Commission ("SEC") and the New York Attorney
General on behalf of Deutsche Asset Management, Inc. ("DAMI") and DIMA, the
investment advisors to many of the DWS Scudder funds, regarding allegations of
improper trading of fund shares at DeAM and at the legacy Scudder and Kemper
organizations prior to their acquisition by DeAM in April 2002. These regulators
alleged that although the prospectuses for certain funds in the regulators' view
indicated that the funds did not permit market timing, DAMI and DIMA breached
their fiduciary duty to those funds in that their efforts to limit trading
activity in the funds were not effective at certain times. The regulators also
alleged that DAMI and DIMA breached their fiduciary duty to certain funds by
entering into certain market timing arrangements with investors. These trading
arrangements originated in businesses that existed prior to the currently
constituted DeAM organization, which came together as a result of various
mergers of the legacy Scudder, Kemper and Deutsche fund groups, and all of the
arrangements were terminated prior to the start of the regulatory investigations
that began in the summer of 2003. No current DeAM employee approved these
trading arrangements. Under the terms of the settlements, DAMI and DIMA neither
admitted nor denied any wrongdoing.
The terms of the SEC settlement, which identified improper trading in the legacy
Deutsche and Kemper mutual funds only, provide for payment of disgorgement in
the amount of $17.2 million. The terms of the settlement with the New York
Attorney General provide for payment of disgorgement in the amount of $102.3
million, which is inclusive of the amount payable under the SEC settlement, plus
a civil penalty in the amount of $20 million. The total amount payable by DeAM,
approximately $122.3 million, will be distributed to funds and/or shareholders
of the affected funds in accordance with a distribution plan to be developed by
a distribution consultant. The funds' investment advisors do not believe these
amounts will have a material adverse financial impact on them or materially
affect their ability to perform under their investment management agreements
with the DWS funds. The above-described amounts are not material to Deutsche
Bank, and have already been reserved.
Among the terms of the settled orders, DeAM is subject to certain undertakings
regarding the conduct of its business in the future, including formation of a
Code of Ethics Oversight Committee to oversee all matters relating to issues
arising under the advisors' Code of Ethics; establishment of an Internal
Compliance Controls Committee having overall compliance oversight responsibility
of the advisors; engagement of an Independent Compliance Consultant to conduct a
comprehensive review of the advisors' supervisory compliance and other policies
and procedures designed to prevent and detect breaches of fiduciary duty,
breaches of the Code of Ethics and federal securities law violations by the
advisors and their employees; and commencing in 2008, the advisors shall undergo
a compliance review by an independent third party.
In addition, DeAM is subject to certain further undertakings relating to the
governance of the mutual funds, including that at least 75% of the members of
the Boards of Trustees/Directors overseeing the DWS Funds continue to be
independent of DeAM; the Chairmen of the DWS Funds' Boards of Trustees/Directors
continue to be independent of DeAM; DeAM maintain existing management fee
reductions for certain funds for a period of five years and not increase
management fees for these certain funds during this period; the funds retain a
senior officer (or independent consultants, as applicable) responsible for
assisting in the review of fee arrangements and monitoring compliance by the
funds and the investment advisors with securities laws, fiduciary duties, codes
of ethics and other compliance policies, the expense of which shall be borne by
DeAM; and periodic account statements, fund prospectuses and the mutual funds'
web site contain additional disclosure and/or tools that assist investors in
understanding the fees and costs associated with an investment in the funds and
the impact of fees and expenses on fund returns.
DeAM has also settled proceedings with the Illinois Secretary of State regarding
market timing matters. The terms of the Illinois settlement provide for investor
education contributions totaling approximately $4 million and a payment in the
amount of $2 million to the Securities Audit and Enforcement Fund.
12
On September 28, 2006, the SEC and the National Association of Securities
Dealers ("NASD") announced final agreements in which Deutsche Investment
Management Americas Inc. ("DIMA"), Deutsche Asset Management, Inc. ("DAMI") and
Scudder Distributors, Inc. ("DWS-SDI") (now known as DWS Scudder Distributors,
Inc.) settled administrative proceedings regarding disclosure of brokerage
allocation practices in connection with sales of the Scudder Funds' (now known
as the DWS Scudder Funds) shares during 2001-2003. The agreements with the SEC
and NASD are reflected in orders which state, among other things, that DIMA and
DAMI failed to disclose potential conflicts of interest to the funds' Boards and
to shareholders relating to DWS-SDI's use of certain funds' brokerage
commissions to reduce revenue sharing costs to broker-dealer firms with whom it
had arrangements to market and distribute Scudder Fund shares. These directed
brokerage practices were discontinued in October 2003.
Under the terms of the settlements, in which DIMA, DAMI and DWS-SDI neither
admitted nor denied any of the regulators' findings, DIMA, DAMI and DWS-SDI
agreed to pay disgorgement, prejudgment interest and civil penalties in the
total amount of $19.3 million. The portion of the settlements distributed to the
funds was approximately $17.8 million and was paid to the funds as prescribed by
the settlement orders based upon the amount of brokerage commissions from each
fund used to satisfy revenue sharing agreements with broker-dealers who sold
fund shares.
As part of the settlements, DIMA, DAMI and DWS-SDI also agreed to implement
certain measures and undertakings relating to revenue sharing payments including
making additional disclosures in the funds' Prospectuses or Statements of
Additional Information, adopting or modifying relevant policies and procedures
and providing regular reporting to the fund Boards.
Additional information announced by DeAM regarding the terms of the settlements
is available at www.dws-scudder.com/regulatory_settlements.
The matters alleged in the regulatory settlements described above also serve as
the general basis of a number of private class action lawsuits involving the DWS
funds. These lawsuits name as defendants various persons, including certain DWS
funds, the funds' investment advisors and their affiliates, and certain
individuals, including in some cases fund Trustees/Directors, officers, and
other parties. Each DWS fund's investment advisor has agreed to indemnify the
applicable DWS funds in connection with these lawsuits, or other lawsuits or
regulatory actions that may be filed making similar allegations.
Based on currently available information, the fund's investment advisors believe
the likelihood that the pending lawsuits will have a material adverse financial
impact on a DWS fund is remote and such actions are not likely to materially
affect their ability to perform under their investment management agreements
with the DWS funds.
PORTFOLIO TRANSACTIONS
The Advisor is generally responsible for placing the orders for the purchase and
sale of portfolio securities, including the allocation of brokerage. With
respect to those funds for which a sub-investment advisor manages the fund's
investments, references in this section to the "Advisor" should be read to mean
the Sub-Advisor, except as noted below.
The policy of the Advisor in placing orders for the purchase and sale of
securities for the DWS funds is to seek best execution, taking into account such
factors, among others, as price; commission (where applicable); the
broker-dealer's ability to ensure that securities will be delivered on
settlement date; the willingness of the broker-dealer to commit its capital and
purchase a thinly traded security for its own inventory; whether the
broker-dealer specializes in block orders or large program trades; the
broker-dealer's knowledge of the market and the security; the broker-dealer's
ability to maintain confidentiality; the financial condition of the
broker-dealer; and whether the broker-dealer has the infrastructure and
operational capabilities to execute and settle the trade. The Advisor seeks to
evaluate the overall reasonableness of brokerage commissions with commissions
charged on comparable transactions and compares the brokerage commissions (if
any) paid by the funds to reported commissions paid by others. The Advisor
routinely reviews commission rates, execution and settlement services performed
and makes internal and external comparisons.
13
Commission rates on transactions in equity securities on US securities exchanges
are subject to negotiation. Commission rates on transactions in equity
securities on foreign securities exchanges are generally fixed. Purchases and
sales of fixed-income securities and certain over-the-counter securities are
effected on a net basis, without the payment of brokerage commissions.
Transactions in fixed income and certain over-the-counter securities are
generally placed by the Advisor with the principal market makers for these
securities unless the Advisor reasonably believes more favorable results are
available elsewhere. Transactions with dealers serving as market makers reflect
the spread between the bid and asked prices. Purchases of underwritten issues
will include an underwriting fee paid to the underwriter. Money market
instruments are normally purchased in principal transactions directly from the
issuer or from an underwriter or market maker.
It is likely that the broker-dealers selected based on the considerations
described in this section will include firms that also sell shares of the DWS
funds to their customers. However, the Advisor does not consider sales of shares
of the DWS funds as a factor in the selection of broker-dealers to execute
portfolio transactions for the DWS funds and, accordingly, has implemented
policies and procedures reasonably designed to prevent its traders from
considering sales of shares of the DWS funds as a factor in the selection of
broker-dealers to execute portfolio transactions for the funds.
The Advisor is permitted by Section 28(e) of the Securities Exchange Act of
1934, as amended (the "1934 Act"), when placing portfolio transactions for a
fund, to cause the DWS fund to pay brokerage commissions in excess of that which
another broker-dealer might charge for executing the same transaction in order
to obtain research and brokerage services if the Advisor determines that such
commissions are reasonable in relation to the overall services provided. The
Advisor may from time to time, in reliance on Section 28(e) of the 1934 Act,
execute portfolio transactions with broker-dealers that provide research and
brokerage services to the Advisor. Consistent with the Advisor's policy
regarding best execution, where more than one broker is believed to be capable
of providing best execution for a particular trade, the Advisor may take into
consideration the receipt of research and brokerage services in selecting the
broker-dealer to execute the trade. Although certain research and brokerage
services from broker-dealers may be useful to a fund and to the Advisor, it is
the opinion of the Advisor that such information only supplements its own
research effort since the information must still be analyzed, weighed and
reviewed by the Advisor's staff. Research and brokerage services received from a
broker-dealer may be useful to the Advisor in providing services to clients
other than the DWS fund making the trade, and not all such information is used
by the Advisor in connection with such DWS fund. Conversely, such information
provided to the Advisor by broker-dealers through which other clients of the
Advisor effect securities transactions may be useful to the Advisor in providing
services to a fund.
Research and brokerage services provided by broker-dealers may include, but are
not limited to, information on the economy, industries, groups of securities,
individual companies, statistical information, accounting and tax law
interpretations, political developments, legal developments affecting portfolio
securities, technical market action, pricing and appraisal services, credit
analysis, risk measurement analysis, performance analysis and measurement and
analysis of corporate responsibility issues. Research and brokerage services are
typically received in the form of written reports, access to specialized
financial publications, telephone contacts and personal meetings with security
analysts, but may also be provided in the form of access to various computer
software and associated hardware, and meetings arranged with corporate and
industry representatives.
The Advisor may also select broker-dealers and obtain from them research and
brokerage services that are used in connection with executing trades provided
that such services are consistent with interpretations under Section 28(e) of
the 1934 Act. Typically, these services take the form of computer software
and/or hardware used by the Advisor to facilitate trading activity with those
broker-dealers.
Research and brokerage services may include products obtained from third parties
if the Advisor determines that such product or service constitutes brokerage and
research as defined in Section 28(e) and interpretations thereunder. Currently,
it is the Advisor's policy that sub-advisors may not execute portfolio
transactions on behalf of a DWS fund to obtain third party research and
brokerage services. The Advisor may, in the future, change this policy.
Regardless, certain sub-advisors may, as matter of internal policy, limit or
preclude third party research and brokerage services.
14
DIMA will monitor regulatory developments and market practice in the use of
client commissions to obtain research and brokerage services and may adjust its
portfolio transactions policies in response thereto.
Investment decisions for each DWS fund and for other investment accounts managed
by the Advisor are made independently of each other in light of differing
conditions. However, the same investment decision may be made for two or more of
such accounts. In such cases, simultaneous transactions are inevitable. To the
extent permitted by law, the Advisor may aggregate the securities to be sold or
purchased for a DWS fund with those to be sold or purchased for other accounts
in executing transactions. Purchases or sales are then averaged as to price and
commission and allocated as to amount in a manner deemed equitable to each
account. While in some cases this practice could have a detrimental effect on
the price paid or received by, or on the size of the position obtained or
disposed of for, the DWS fund, in other cases it is believed that the ability to
engage in volume transactions will be beneficial to the DWS fund.
DIMA and its affiliates and a DWS fund's management team manage other mutual
funds and separate accounts, some of which use short sales of securities as a
part of their investment strategy. The simultaneous management of long and short
portfolios creates potential conflicts of interest including the risk that short
sale activity could adversely affect the market value of the long positions (and
vice versa), the risk arising from sequential orders in long and short
positions, and the risks associated with receiving opposing orders at the same
time.
DIMA has adopted procedures that it believes are reasonably designed to mitigate
these potential conflicts of interest. Incorporated in the procedures are
specific guidelines developed to ensure fair and equitable treatment for all
clients. DIMA and the investment team have established monitoring procedures and
a protocol for supervisory reviews, as well as compliance oversight to ensure
that potential conflicts of interest relating to this type of activity are
properly addressed.
Deutsche Bank AG or one of its affiliates (or in the case of a sub-advisor, the
sub-advisor or one of its affiliates) may act as a broker for the DWS funds and
receive brokerage commissions or other transaction-related compensation from the
DWS funds in the purchase and sale of securities, options or futures contracts
when, in the judgment of the Advisor, and in accordance with procedures approved
by the Board, the affiliated broker will be able to obtain a price and execution
at least as favorable as those obtained from other qualified brokers and if, in
the transaction, the affiliated broker charges the DWS funds a rate consistent
with that charged to comparable unaffiliated customers in similar transactions.
Brokerage
Aggregate Brokerage Commission Paid for the fiscal years ended May 31,
2007 2006 2005
---- ----- ----
$171,816 $181,124 $57,596
Affiliated Brokerage Commissions for the fiscal year ended May 31, 2007
Dollar Amount of Commissions paid to Percentage of Commissions Paid Percentage of Transactions Involving
Affiliated Brokers to Affiliated Brokers Commissions Paid to Affiliated Brokers
------------------ --------------------- --------------------------------------
$0 0% 0%
High brokerage commissions resulted from orders placed, consistent with the
policy of obtaining the most favorable net results, with brokers and dealers who
provided supplementary research, market and statistical information to the
Corporation or Advisor.
15
During the fiscal years ended May 31, 2007, May 31, 2006 and May 31, 2005, ABIM
(as defined in the section entitled "Investment Advisory and Other Services --
Subadvisor" directed no transactions to broker-dealers and paid no related
commissions because of research services provided to the Fund.
The Fund is required to identify any securities of its "regular brokers or
dealers" (as such term is defined in the 1940 Act) or their parents, which the
Fund has acquired during its most recent fiscal year. As of May 31, 2007, the
Fund held the following securities of its regular brokers or dealers:
Name Of Regular Broker Value Of Securities Owned As Of
Or Dealer Or Parent (Issuer) May 31, 2007
- ---------------------------- ------------
Americredit Corp. $0
Capital One Finance Corp. $0
PURCHASE AND REDEMPTION OF SHARES
General Information
Shares of the Fund are distributed by DWS Scudder Distributors, Inc. The Fund
offers four classes of shares, Classes A, B, C and Institutional shares. General
information on how to buy shares of the Fund is set forth in "How to Invest in
the Funds" in the Fund's Prospectuses. The following supplements that
information.
Investors may invest in Institutional Class shares by establishing a shareholder
account with the Fund or through an authorized shareholder service agent
("Shareholder Service Agent"). Investors may invest in Class A, B and C shares
by establishing a shareholder account directly with the Fund's transfer agent or
a securities dealer or any financial institution that is authorized to act as a
Shareholder Servicing Agent. Additionally, the Fund has authorized brokers to
accept purchase and redemption orders for A, B, C and Institutional Class
shares. Brokers, including authorized brokers of service organizations, are, in
turn, authorized to designate other intermediaries to accept purchase and
redemption orders on the Fund's behalf. Investors, who invest through brokers,
service organizations or their designated intermediaries, may be subject to
minimums established by their broker, service organization or designated
intermediary.
Policies and procedures affecting transactions in Fund shares can be changed at
any time without notice, subject to applicable law. Transactions may be
contingent upon proper completion of application forms and other documents by
shareholders and their receipt by the Fund's agents. Transaction delays in
processing (and changing account features) due to circumstances within or beyond
the control of the Fund and its agents may occur. Shareholders (or their
financial service firms) are responsible for all losses and fees resulting from
bad checks, cancelled orders or the failure to consummate transactions effected
pursuant to instructions reasonably believed to be genuine.
A distribution will be reinvested in shares of the same Fund and class if the
distribution check is returned as undeliverable.
Orders will be confirmed at a price based on the net asset value of the Fund
next determined after receipt in good order by DWS-SDI of the order accompanied
by payment. Orders received by dealers or other financial services firms prior
to the determination of net asset value and received in good order by DWS-SDI
prior to the determination of net asset value will be confirmed at a price based
on the net asset value next determined after receipt by DWS-SDI ("trade date").
Certificates. Share certificates will not be issued. Share certificates now in a
shareholder's possession may be sent to the transfer agent for cancellation and
book-entry credit to such shareholder's account. Certain telephone and other
procedures require book-entry holdings. Shareholders with outstanding
certificates bear the risk of loss.
16
Use of Financial Services Firms. Investment dealers and other firms provide
varying arrangements for their clients to purchase and redeem the Fund's shares,
including higher minimum investments, and may assess transaction or other fees.
Firms may arrange with their clients for other investment or administrative
services. Such firms may independently establish and charge additional amounts
to their clients for such services. Firms also may hold the Fund's shares in
nominee or street name as agent for and on behalf of their customers. In such
instances, the Fund's transfer agent, will have no information with respect to
or control over the accounts of specific shareholders. Such shareholders may
obtain access to their accounts and information about their accounts only from
their firm. Certain of these firms may receive compensation from the Fund
through the Shareholder Service Agent for record-keeping and other expenses
relating to these nominee accounts. In addition, certain privileges with respect
to the purchase and redemption of shares or the reinvestment of dividends may
not be available through such firms. Some firms may participate in a program
allowing them access to their clients' accounts for servicing including, without
limitation, transfers of registration and dividend payee changes; and may
perform functions such as generation of confirmation statements and disbursement
of cash dividends. Such firms, including affiliates of DWS-SDI, may receive
compensation from the Fund through the Shareholder Service Agent for these
services.
The Fund has authorized one or more financial service institutions, including
certain members of the Financial Industry Regulatory Authority ("FINRA") other
than the Distributor ("financial institutions"), to accept purchase and
redemption orders for the Fund's shares. Such financial institutions may also
designate other parties, including plan administrator intermediaries, to accept
purchase and redemption orders on the Fund's behalf. Orders for purchases or
redemptions will be deemed to have been received by the Fund when such financial
institutions or, if applicable, their authorized designees accept the orders.
Subject to the terms of the contract between the Fund and the financial
institution, ordinarily orders will be priced at the Fund's net asset value next
computed after acceptance by such financial institution or its authorized
designees and accepted by the Fund. Further, if purchases or redemptions of the
Fund's shares are arranged and settlement is made at an investor's election
through any other authorized financial institution, that financial institution
may, at its discretion, charge a fee for that service. The Board of Directors
and the Distributor, also the Fund's principal underwriter, each has the right
to limit the amount of purchases by, and to refuse to sell to, any person. The
Directors or Distributor may suspend or terminate the offering of shares of the
Fund at any time for any reason.
Telephone and Electronic Transaction Procedures. Shareholders have various
telephone, Internet, wire and other electronic privileges available. If the Fund
or its agents reasonably believe, based upon reasonable verification procedures,
that the instructions were genuine than the Fund or its agents shall not be
liable for any losses, expenses or costs arising out of fraudulent or
unauthorized instructions pursuant to these privileges unless verification
procedures include recording instructions, requiring certain identifying
information before acting upon instructions and sending written confirmations.
During periods when it is difficult to contact the Shareholder Service Agent, it
may be difficult to use telephone, wire and other privileges.
QuickBuy and QuickSell. QuickBuy and QuickSell permits the transfer of money via
the Automated Clearing House System (maximum $250,000) from or to a
shareholder's bank, savings and loan, or credit union account in connection with
the purchase or redemption of Fund shares. Shares purchased by check or through
QuickBuy and QuickSell or Direct Deposit may not be redeemed under this
privilege until such Shares have been owned for at least 10 calendar days.
QuickBuy and QuickSell cannot be used with passbook savings accounts or for
certain tax-deferred plans such as IRAs.
Tax-Sheltered Retirement Plans. The Shareholder Service Agent provides
retirement plan services and documents and DWS-SDI can establish investor
accounts in any of the following types of retirement plans:
o Traditional, Roth and Education IRAs. This includes Savings Incentive
Match Plan for Employees of Small Employers ("SIMPLE"), Simplified
Employee Pension Plan ("SEP") IRA accounts and prototype documents.
o 403(b) (7) Custodial Accounts. This type of plan is available to
employees of most non-profit organizations.
17
o Prototype money purchase pension and profit-sharing plans may be
adopted by employers.
Brochures describing these plans as well as model defined benefit plans, target
benefit plans, 457 plans, 401(k) plans, simple 401(k) plans and materials for
establishing them are available from the Shareholder Service Agent upon request.
Additional fees and transaction policies and procedures may apply to such plans.
Investors should consult with their own tax advisors before establishing a
retirement plan.
Purchases
The Fund reserves the right to withdraw all or any part of the offering made by
its Prospectuses and to reject purchase orders for any reason. Also, from time
to time, the Fund may temporarily suspend the offering of any class of its
shares to new investors. During the period of such suspension, persons who are
already shareholders of such class of the Fund may be permitted to continue to
purchase additional shares of such class and to have dividends reinvested.
To help the government fight the funding of terrorism and money laundering
activities, federal law requires all financial institutions to obtain, verify
and record information that identifies each person who opens an account. For
more information, please see "Policies You Should Know About" in the Fund's
Prospectuses.
The Fund may waive the minimum for purchases by directors, officers or employees
of the Fund or the Advisors and their affiliates.
Financial Services Firms' Compensation. Banks and other financial services firms
may provide administrative services related to order placement and payment to
facilitate transactions in shares of the Fund for their clients, and DWS-SDI may
pay them a transaction fee up to the level of the discount or commission
allowable or payable to dealers.
DWS-SDI may, from time to time, pay or allow to firms a 1% commission on the
amount of shares of the Fund sold under the following conditions: (i) the
purchased shares are held in a DWS Scudder IRA account, (ii) the shares are
purchased as a direct "roll over" of a distribution from a qualified retirement
plan account maintained on the subaccount record keeping system maintained for
Scudder-branded plans by ADP, Inc. under an alliance with DWS-SDI and its
affiliates, (iii) the registered representative placing the trade is a member of
Executive Council, a group of persons designated by DWS-SDI in acknowledgment of
their dedication to the employee benefit plan area; and (iv) the purchase is not
otherwise subject to a commission.
In addition to the discounts or commissions described herein and in the
Prospectus, DWS-SDI, the Advisor, or its affiliates may pay or allow additional
discounts, commissions or promotional incentives, in the form of cash, to firms
that sell shares of the Fund. In some instances, such amounts may be offered
only to certain firms that sell or are expected to sell during specified time
periods certain minimum amounts of shares of the Fund, or other funds
underwritten by DWS-SDI.
Upon notice to all dealers, DWS-SDI may re-allow to dealers up to the full
applicable Class A sales charge during periods and for transactions specified in
such notice and such re-allowances may be based upon attainment of minimum sales
levels. During periods when 90% or more of the sales charge is re-allowed, such
dealers may be deemed to be underwriters as that term is defined in the 1933
Act.
DWS-SDI may at its discretion compensate investment dealers or other financial
services firms in connection with the sale of Class A shares of the Fund in
accordance with the Large Order NAV Purchase Privilege and one of the four
compensation schedules up to the following amounts:
18
Compensation Schedule #1: Compensation Schedule #2:
Retail Sales and DWS Scudder Flex Plan(1) DWS Scudder Retirement Plans(2)
----------------------------------------- -------------------------------
As a
Amount of Percentage of Amount of Shares As a Percentage of Net
Shares Sold Net Asset Value Sold Asset Value
- ----------- --------------- ---- -----------
$1 million to $3 million
(equity funds) 1.00% Over $3 million 0.00%-0.50%
Over $3 million to $50 million 0.50%
Over $50 million 0.25%
Compensation Schedule #3:
DWS Scudder Choice Plan(3)
--------------------------
Amount of As a Percentage of Net
Shares Sold Asset Value
- ----------- -----------
All amounts 1.00%
(1) For purposes of determining the appropriate commission percentage to be
applied to a particular sale under the foregoing schedule, DWS-SDI will
consider the cumulative amount invested by the purchaser in the Fund
and other DWS Funds listed under "Special Features -- Class A shares --
Combined Purchases," including purchases pursuant to the "Combined
Purchases," "Letter of Intent" and "Cumulative Discount" features
referred to below.
(2) Compensation Schedule #2 applies to employer sponsored employee benefit
plans using the OmniPlus subaccount record keeping system made
available through ADP, Inc. under an alliance with DWS-SDI and its
affiliates.
(3) DWS-SDI compensates UBS Financial 0.50%.
DWS-SDI compensates firms for sales of Class B shares at the time of sale at a
commission rate of up to 3.75% of the amount of Class B shares purchased.
DWS-SDI is compensated by the Fund for services as distributor and principal
underwriter for Class B shares. Except as provided below, for sales of Class C
shares, DWS-SDI advances to firms the first year distribution fee at a rate of
0.75% of the purchase price of such shares, and, for periods after the first
year, DWS-SDI currently pays firms for sales of Class C shares a distribution
fee, payable quarterly, at an annual rate of 0.75% of net assets attributable to
Class C shares maintained and serviced by the firm. For sales of Class C shares
to employer sponsored employee benefit plans using the OmniPlus subaccount
record keeping system made available through ADP, Inc. under an alliance with
DWS-SDI and its affiliates, DWS-SDI does not advance the first year distribution
fee and for periods after the date of sale, DWS-SDI currently pays firms a
distribution fee, payable quarterly, at an annual rate of 0.75% based on net
assets as of the last business day of the month attributable to Class C shares
maintained and serviced by the firm. DWS-SDI is compensated by the Fund for
services as distributor and principal underwriter for Class C shares.
Revenue Sharing
- ---------------
In light of recent regulatory developments, the Advisor, the Distributor and
their affiliates have undertaken to furnish certain additional information below
regarding the level of payments made by them to selected affiliated and
unaffiliated brokers, dealers, participating insurance companies or other
financial intermediaries ("financial advisors") in connection with the sale
and/or distribution of Fund shares or the retention and/or servicing of
investors and Fund shares ("revenue sharing").
19
The Advisor, the Distributor and/or their affiliates may pay additional
compensation, out of their own assets and not as an additional charge to the
Fund, to financial advisors in connection with the sale and/or distribution of
Fund shares or the retention and/or servicing of Fund investors and Fund shares.
Such revenue sharing payments are in addition to any distribution or service
fees payable under any Rule 12b-1 or service plan of any fund, any record
keeping/sub-transfer agency/networking fees payable by the Fund (generally
through the Distributor or an affiliate) and/or the Distributor to certain
financial advisors for performing such services and any sales charges,
commissions, non-cash compensation arrangements expressly permitted under
applicable rules of the FINRA or other concessions described in the fee table or
elsewhere in the Prospectuses or the SAI as payable to all financial advisors.
For example, the Advisor, the Distributor and/or their affiliates may compensate
financial advisors for providing the Fund with "shelf space" or access to a
third party platform or fund offering list, or other marketing programs
including, without limitation, inclusion of the Fund on preferred or recommended
sales lists, mutual fund "supermarket" platforms and other formal sales
programs; granting the Distributor access to the financial advisor's sales
force; granting the Distributor access to the financial advisor's conferences
and meetings; assistance in training and educating the financial advisor's
personnel; and, obtaining other forms of marketing support. The level of revenue
sharing payments made to financial advisors may be a fixed fee or based upon one
or more of the following factors: gross sales, current assets and/or number of
accounts of the Fund attributable to the financial advisor, the particular fund
or fund type or other measures as agreed to by the Advisor, the Distributor
and/or their affiliates and the financial advisors or any combination thereof.
The amount of these payments is determined at the discretion of the Advisor, the
Distributor and/or their affiliates from time to time, may be substantial, and
may be different for different financial advisors based on, for example, the
nature of the services provided by the financial advisor.
The Advisor, the Distributor and/or their affiliates currently make revenue
sharing payments from their own assets in connection with the sale and/or
distribution of DWS Fund shares, or the retention and/or servicing of investors,
to financial advisors in amounts that generally range from .01% up to .50% of
assets of the Fund serviced and maintained by the financial advisor, .10% to
..25% of sales of the Fund attributable to the financial advisor, a flat fee of
$12,500 up to $500,000, or any combination thereof. These amounts are subject to
change at the discretion of the Advisor, the Distributor and/or their
affiliates. Receipt of, or the prospect of receiving, this additional
compensation, may influence your financial advisor's recommendation of this Fund
or of any particular share class of the Fund. You should review your financial
advisor's compensation disclosure and/or talk to your financial advisor to
obtain more information on how this compensation may have influenced your
financial advisor's recommendation of this Fund.
The Advisor, the Distributor and/or their affiliates may also make such revenue
sharing payments to financial advisors under the terms discussed above in
connection with the distribution of both DWS funds and non-DWS funds by
financial advisors to retirement plans that obtain record keeping services from
ADP, Inc. on the DWS Scudder branded retirement plan platform (the "Platform")
with the level of revenue sharing payments being based upon sales of both the
DWS funds and the non-DWS funds by the financial advisor on the Platform or
current assets of both the DWS funds and the non-DWS funds serviced and
maintained by the financial advisor on the Platform.
As of the date hereof, the Fund has been advised that the Advisor, the
Distributor and their affiliates expect that the following firms will receive
revenue sharing payments at different points during the coming year as described
above:
Channel: Broker-Dealers and Financial Advisors
A G Edwards & Sons Inc.
AIG Advisors Group
Ameriprise
Cadaret, Grant & Co. Inc.
Capital Analyst, Incorporated
Citigroup Global Markets, Inc. (dba Smith Barney)
Commonwealth Equity Services, LLP (dba Commonwealth Financial Network) First
Clearing/Wachovia Securities HD Vest Investment Securities, Inc.
ING Group
20
LaSalle Financial Services, Inc. (dba ABN Amro)
Linsco/Private Ledger Corp.
Marsh Insurance and Investment Company
Merrill Lynch, Pierce, Fenner & Smith Inc.
Morgan Stanley
Oppenheimer & Co., Inc.
Pacific Select Distributors Group
Raymond James & Associates
Raymond James Financial Services
RBC Dain Rauscher, Inc
Securities America, Inc.
UBS Financial Services
Wells Fargo Investments, LLC
Channel: Cash Product Platform
ADP Clearing & Outsourcing
Allegheny Investments LTD
Bank of New York (Hare & Co.)
Bear, Stearns Securities Corp.
Brown Brothers Harriman
Brown Investment Advisory & Trust Company
Cadaret Grant & Co.
Chicago Mercantile Exchange
Citibank NA
D.A. Davidson & Company
Deutsche Bank Securities Inc.
Deutsche Bank Trust Company Americas
Emmett A. Larkin Company
Fiduciary Trust Co. - International
H.C. Denison Co.
Huntleigh Securities
Investors Bank & Trust
JPMorgan Chase
Lincoln Investment Planning
Linsco Private Ledger Financial Services
Mellon Financial Markets LLC
Penson Financial Services
Pershing Choice Platform
ProFunds Distributors, Inc.
Romano Brothers and Company
SAMCO Capital Markets (Fund Services, Inc.)
Smith Moore & Company
State Street Bank & Trust Co.
Sungard Institutional Brokerage Inc.
US Bancorp
UBS Financial Services Inc.
William Blair & Company
Channel: Third Party Insurance Platforms
Acacia National Life Insurance
Allmerica Financial Life Insurance Company
Allstate Life Insurance Company of New York
Ameritas Life Insurance Group
American General Life Insurance Company
21
Annuity Investors Life Insurance Company
Columbus Life Insurance Company
Commonwealth Annuity and Life Insurance Company
Companion Life Insurance Company
Connecticut General Life Insurance Company
Farmers New World Life Insurance Company
Fidelity Security Life Insurance Company
First Allmerica Financial Life Insurance Company
Genworth Life Insurance Company of New York
Genworth Life and Annuity Insurance Company
Great West Life and Annuity Insurance Company
Hartford Life Insurance Company
ICMG Registered Variable Life
Integrity Life Insurance Company
John Hancock Life Insurance companies
Kemper Investors Life Insurance Company
Lincoln Benefit Life Insurance Company
Lincoln Life & Annuity Company of New York
Lincoln National Life Insurance Company
Massachusetts Mutual Life Insurance Group
MetLife Group
Minnesota Life Insurance Company
Mutual of America Life Insurance Company
National Life Insurance Company
National Integrity Life Insurance Company
Nationwide Group
New York Life Insurance and Annuity Corporation
Phoenix Life Insurance Company
Protective Life Insurance
Provident Mutual Life Insurance
Prudential Insurance Company of America
Sun Life Group
Symetra Life Insurance Company
Transamerica Life Insurance Company
Union Central Life Insurance Company
United of Omaha Life Insurance Company
United Investors Life Insurance Company
Western Southern Life Assurance Company
Any additions, modifications or deletions to the financial advisors identified
above that have occurred since the date hereof are not reflected.
The Advisor, the Distributor or their affiliates may enter into additional
revenue sharing arrangements or change or discontinue existing arrangements with
financial advisors at any time without notice.
The prospect of receiving, or the receipt of additional compensation or
promotional incentives described above by financial advisors may provide such
financial advisors and/or their salespersons with an incentive to favor sales of
shares of the DWS Funds or a particular DWS Fund over sales of shares of mutual
funds (or non-mutual fund investments) with respect to which the financial
advisor does not receive additional compensation or promotional incentives, or
receives lower levels of additional compensation or promotional incentives.
Similarly, financial advisors may receive different compensation or incentives
that may influence their recommendation of any particular share class of the
Fund or of other funds. These payment arrangements, however, will not change the
price that an investor pays for Fund shares or the amount that the Fund receives
to invest on behalf of an investor and will not increase Fund expenses. You may
wish to take such payment arrangements into account when
22
considering and evaluating any recommendations relating to Fund shares and you
should discuss this matter with your financial advisor and review your financial
advisor's disclosures.
Class A Shares Purchases. The public offering price of Class A shares for
purchasers choosing the initial sales charge alternative is the net asset value
plus a sales charge, as set forth below.
Sales Charge
------------
Allowed to Dealers
As a Percentage of As a Percentage of as a Percentage of
Amount of Purchase Offering Price** Net Asset Value* Offering Price
- ------------------ ---------------- ---------------- --------------
Less than $50,000 5.75% 6.10% 5.20%
$50,000 but less than $100,000 4.50 4.71 4.00
$100,000 but less than $250,000 3.50 3.63 3.00
$250,000 but less than $500,000 2.60 2.67 2.25
$500,000 but less than $1 million 2.00 2.04 1.75
$1 million and over .00*** .00*** ****
* Rounded to the nearest one-hundredth percent.
** Because of rounding in the calculation of the offering price, the
actual maximum front-end sales charge paid by an investor may be higher
or lower than the percentages noted above.
*** Redemption of shares may be subject to a contingent deferred sales
charge as discussed below.
**** Commission is payable by DWS-SDI as discussed below.
Class A Quantity Discounts. An investor or the investor's dealer or other
financial services firm must notify the Shareholder Service Agent or DWS-SDI
whenever a quantity discount or reduced sales charge is applicable to a
purchase. In order to qualify for a lower sales charge, all orders from an
organized group will have to be placed through a single investment dealer or
other firm and identified as originating from a qualifying purchaser.
Combined Purchases. The Fund's Class A shares may be purchased at the rate
applicable to the sales charge discount bracket attained by combining same day
investments in Class A shares of any DWS Funds that bear a sales charge.
Letter of Intent. The reduced sales charges for Class A shares, as shown in the
applicable Prospectus, also apply to the aggregate amount of purchases of Class
A shares of DWS Funds that bear a sales charge made by any purchaser within a
24-month period under a written Letter of Intent ("Letter") provided by DWS-SDI.
The Letter, which imposes no obligation to purchase or sell additional Class A
shares, provides for a price adjustment depending upon the actual amount
purchased within such period. The Letter provides that the first purchase
following execution of the Letter must be at least 5% of the amount of the
intended purchase, and that 5% of the amount of the intended purchase normally
will be held in escrow in the form of shares pending completion of the intended
purchase. If the total investments under the Letter are less than the intended
amount and thereby qualify only for a higher sales charge than actually paid,
the appropriate number of escrowed shares are redeemed and the proceeds used
toward satisfaction of the obligation to pay the increased sales charge. The
Letter for an employer-sponsored employee benefit plan maintained on the
subaccount record keeping system available through ADP, Inc. under an alliance
with DWS-SDI and its affiliates may have special provisions regarding payment of
any increased sales charge resulting from a failure to complete the intended
purchase under the Letter. A shareholder may include the value (at the maximum
offering price, which is determined by adding the maximum applicable sales load
charged to the net asset value) of all Class A shares of such DWS Funds held of
record as of the initial purchase date under the Letter as an "accumulation
credit" toward the completion of the Letter, but no price adjustment will be
made on such shares.
23
Class A Cumulative Discount. Class A shares of the Fund may also be purchased at
the rate applicable to the discount bracket attained by adding to the cost of
shares being purchased, the value of all Class A shares of DWS Funds that bear a
sales charge (computed at the maximum offering price at the time of the purchase
for which the discount is applicable) already owned by the investor or his or
her immediate family member (including the investor's spouse or life partner and
children or stepchildren age 21 or younger).
For purposes of the Combined Purchases, Letter of Intent and Cumulative Discount
features described above, employer sponsored employee benefit plans using the
Flex subaccount record keeping system available through ADP, Inc. under an
alliance with DWS-SDI and its affiliates may include: (a) Money Market Funds as
"DWS Funds," (b) all classes of shares of any DWS Fund and (c) the value of any
other plan investments, such as guaranteed investment contracts and employer
stock, maintained on such subaccount record keeping system. Once eligible plan
assets under this provision reach the $1,000,000 threshold, a later decline in
assets below the $1,000,000 threshold will not affect the plan's ability to
continue to purchase Class A shares at net asset value.
Class A NAV Sales. Class A shares may be sold at net asset value to:
(a) a current or former director or trustee of Deutsche or DWS mutual
funds;
(b) an employee (including the employee's spouse or life partner and
children or stepchildren age 21 or younger) of Deutsche Bank or its
affiliates or of a subadvisor to any fund in the DWS family of funds or
of a broker-dealer authorized to sell shares of the Fund or service
agents of the Funds;
(c) certain professionals who assist in the promotion of DWS mutual funds
pursuant to personal services contracts with DWS-SDI, for themselves or
members of their families. DWS-SDI in its discretion may compensate
financial services firms for sales of Class A shares under this
privilege at a commission rate of 0.50% of the amount of Class A shares
purchased;
(d) any trust, pension, profit-sharing or other benefit plan for only such
persons listed under the preceding paragraphs (a) and (b);
(e) persons who purchase such shares through bank trust departments that
process such trades through an automated, integrated mutual fund
clearing program provided by a third party clearing firm;
(f) selected employees (including their spouses or life partners and
children or stepchildren age 21 or younger) of banks and other
financial services firms that provide administrative services related
to order placement and payment to facilitate transactions in shares of
the Fund for their clients pursuant to an agreement with DWS-SDI or one
of its affiliates. Only those employees of such banks and other firms
who as part of their usual duties provide services related to
transactions in Fund shares qualify;
(g) unit investment trusts sponsored by Ranson & Associates, Inc. and
unitholders of unit investment trusts sponsored by Ranson & Associates,
Inc. or its predecessors through reinvestment programs described in the
prospectuses of such trusts that have such programs;
(h) through certain investment advisors registered under the Investment
Advisers Act of 1940 and other financial services firms acting solely
as agent for their clients, that adhere to certain standards
established by DWS-SDI, including a requirement that such shares be
sold for the benefit of their clients participating in an investment
advisory program or agency commission program under which such clients
pay a fee to the investment advisor or other firm for portfolio
management or agency brokerage services. Such shares are sold for
investment purposes and on the condition that they will not be resold
except through redemption or repurchase by the Fund;
(i) employer sponsored employee benefit plans using the Flex subaccount
recordkeeping system ("Flex Plans") made available through ADP under an
alliance with DWS-SDI and its affiliates, established prior to
24
October 1, 2003, provided that the Flex Plan is a participant-directed
plan that has not less than 200 eligible employees;
(j) investors investing $1 million or more, either as a lump sum or through
the "Combined Purchases," "Letter of Intent" and "Cumulative Discount"
features referred to above (collectively, the "Large Order NAV Purchase
Privilege"). The Large Order NAV Purchase Privilege is not available if
another net asset value purchase privilege is available;
(k) defined contribution investment only plans with a minimum of $1,000,000
in plan assets regardless of the amount allocated to the DWS funds;
In addition, Class A shares may be sold at net asset value in connection with:
(l) the acquisition of the assets of or merger or consolidation with
another investment company, or to shareholders in connection with the
investment or reinvestment of income and capital gain dividends, and
under other circumstances deemed appropriate by DWS-SDI and consistent
with regulatory requirements; and
(m) a direct "roll over" of a distribution from a Flex Plan or from
participants in employer sponsored employee benefit plans maintained on
the OmniPlus subaccount record keeping system made available through
ADP, Inc. under an alliance with DWS-SDI and its affiliates into a DWS
Scudder IRA;
(n) reinvestment of fund dividends and distributions;
(o) exchanging an investment in Class A shares of another fund in the DWS
family of funds for an investment in the fund.
Class A shares also may be purchased at net asset value in any amount by members
of the plaintiff class in the proceeding known as Howard and Audrey Tabankin, et
al. v. Kemper Short-Term Global Income Fund, et al., Case No. 93 C 5231 (N.D.
IL). This privilege is generally non-transferable and continues for the lifetime
of individual class members and for a ten-year period for non-individual class
members. To make a purchase at net asset value under this privilege, the
investor must, at the time of purchase, submit a written request that the
purchase be processed at net asset value pursuant to this privilege specifically
identifying the purchaser as a member of the "Tabankin Class." Shares purchased
under this privilege will be maintained in a separate account that includes only
shares purchased under this privilege. For more details concerning this
privilege, class members should refer to the Notice of (i) Proposed Settlement
with Defendants; and (ii) Hearing to Determine Fairness of Proposed Settlement,
dated August 31, 1995, issued in connection with the aforementioned court
proceeding. For sales of Fund shares at net asset value pursuant to this
privilege, DWS-SDI may in its discretion pay investment dealers and other
financial services firms a concession, payable quarterly, at an annual rate of
up to 0.25% of net assets attributable to such shares maintained and serviced by
the firm. A firm becomes eligible for the concession based upon assets in
accounts attributable to shares purchased under this privilege in the month
after the month of purchase and the concession continues until terminated by
DWS-SDI. The privilege of purchasing Class A shares of the Fund at net asset
value under this privilege is not available if another net asset value purchase
privilege also applies.
Class B Purchases. Class B shares of the Fund are offered at net asset value. No
initial sales charge is imposed. Class B shares sold without an initial sales
charge allow the full amount of the investor's purchase payment to be invested
in Class B shares for his or her account. Class B shares have a contingent
deferred sales charge of 4.00% that declines over time (for shares sold within
six years of purchase) and Rule 12b-1 fees, as described in the Fund's
Prospectus and SAI. Class B shares automatically convert to Class A shares after
six years.
Purchase of Class C Shares. Class C shares of the Fund are offered at net asset
value. No initial sales charge will be imposed, which allows the full amount of
the investor's purchase payment to be invested in Class C shares for his or her
account. Class C shares are subject to a contingent deferred sales charge of
1.00% (for shares sold within one year of purchase) and Rule 12b-1 fees, as
described in the Fund's Prospectus.
25
Purchase of Institutional Class Shares. Information on how to buy Institutional
Class shares is set forth in the section entitled "Buying and Selling Shares" in
the Fund's Prospectus. The following supplements that information. The minimum
initial investment for Institutional Class shares is $1,000,000. There is no
minimum subsequent investment requirement for Institutional Class shares. This
minimum amount may be changed at any time in management's discretion.
To sell shares in a retirement account other than an IRA, your request must be
made in writing, except for exchanges to other eligible funds in the DWS family
of funds, which can be requested by phone or in writing.
Automatic Investment Plan. A shareholder may purchase shares of the Fund through
an automatic investment program. With the Direct Deposit Purchase Plan ("Direct
Deposit"), investments are made automatically (minimum $500 and maximum $250,000
for initial investments and a minimum of $50 and maximum $250,000 subsequent
investments) from the shareholder's account at a bank, savings and loan or
credit union into the shareholder's Fund account. Termination by a shareholder
will become effective within thirty days after the Shareholder Service Agent has
received the request. The Fund may immediately terminate a shareholder's Direct
Deposit in the event that any item is unpaid by the shareholder's financial
institution.
Minimum Subsequent Investment Policies. For current shareholders there is a $50
minimum investment requirement for subsequent investments in the Fund. There is
no minimum subsequent investment requirement for investments on behalf of
participants in certain fee-based and wrap programs offered through financial
intermediaries approved by the Advisor.
Payroll Investment Plans. A shareholder may purchase shares through Payroll
Direct Deposit or Government Direct Deposit. Under these programs, all or a
portion of a shareholder's net pay or government check is invested each payment
period. A shareholder may terminate participation in these programs by giving
written notice to the shareholder's employer or government agency, as
appropriate. (A reasonable time to act is required.) The Fund is not responsible
for the efficiency of the employer or government agency making the payment or
any financial institutions transmitting payments.
Multi-Class Suitability. DWS-SDI has established the following procedures
regarding the purchase of Class A, Class B and Class C shares. Orders to
purchase Class B shares of $100,000 or more and orders to purchase Class C
shares of $500,000 or more will be declined with the exception of orders
received from financial representatives acting for clients whose shares will be
held in an omnibus account and employer-sponsored employee benefit plans using
the Flex subaccount record keeping system ("System") maintained for Scudder
branded-plans under an alliance with DWS-SDI and its affiliates ("DWS Scudder
Flex Plans" and "DWS Scudder Choice Plans").
The following provisions apply to DWS Scudder Flex Plans and DWS Scudder Choice
Plans.
a. Class B Share DWS Scudder Flex Plans. Class B shares have not been sold
to DWS Scudder Flex Plans that were established on the System after
October 1, 2003. Orders to purchase Class B shares for a DWS Scudder
Flex Plan established on the System prior to October 1, 2003 that has
regularly been purchasing Class B shares will be invested instead in
Class A shares at net asset value when the combined subaccount value in
DWS Funds or other eligible assets held by the plan is $100,000 or
more. This provision will be imposed for the first purchase after
eligible plan assets reach the $100,000 threshold. A later decline in
assets below the $100,000 threshold will not affect the plan's ability
to continue to purchase Class A shares at net asset value.
b. Class C Share DWS Scudder Flex Plans. Orders to purchase Class C shares
for a DWS Scudder Flex Plan, regardless of when such plan was
established on the System, will be invested instead in Class A shares
at net asset value when the combined subaccount value in DWS Funds or
other eligible assets held by the plan is $1,000,000 or more. This
provision will be imposed for the first purchase after eligible plan
assets reach the $1,000,000 threshold. A later decline in assets below
the $1,000,000 threshold will not affect the plan's ability to continue
to purchase Class A shares at net asset value.
26
c. Class C Share DWS Scudder Choice Plans. Orders to purchase Class C
shares for a DWS Scudder Choice Plan that has been regularly purchasing
Class C shares will be invested instead in Class A shares at net asset
value when the combined subaccount value in DWS Funds or other eligible
assets held by the plan is $1,000,000 or more. This provision will be
imposed for purchases made beginning in the month after eligible plan
assets reach the $1,000,000 threshold. In addition, as a condition to
being permitted to use the Choice Plan platform, plans must agree that,
within one month after eligible plan assets reach the $1,000,000
threshold, all existing Class C shares held in the plan will be
automatically converted to Class A shares.
The procedures described above do not reflect in any way the suitability of a
particular class of shares for a particular investor and should not be relied
upon as such. A suitability determination must be made by investors with the
assistance of their financial representative.
To sell shares by bank wire you will need to sign up for these services in
advance when completing your account application.
Redemptions
Redemption fee. The Fund imposes a redemption fee of 2% of the total redemption
amount (calculated at net asset value, without regard to the effect of any
contingent deferred sales charge; any contingent deferred sales charge is also
assessed on the total redemption amount without regard to the assessment of the
2% redemption fee) on all Fund shares redeemed or exchanged within 15 days of
buying them (either by purchase or exchange). The redemption fee is paid
directly to the Fund, and is designed to encourage long-term investment and to
offset transaction and other costs associated with short-term or excessive
trading. For purposes of determining whether the redemption fee applies, shares
held the longest time will be treated as being redeemed first and shares held
the shortest time will be treated as being redeemed last. The redemption fee is
applicable to Fund shares purchased either directly or through a financial
intermediary, such as a broker-dealer. Transactions through financial
intermediaries typically are placed with the Fund on an omnibus basis and
include both purchase and sale transactions placed on behalf of multiple
investors. These purchase and sale transactions are generally netted against one
another and placed on an aggregate basis; consequently the identities of the
individuals on whose behalf the transactions are placed generally are not known
to the Fund. For this reason, the Fund has undertaken to notify financial
intermediaries of their obligation to assess the redemption fee on customer
accounts and to collect and remit the proceeds to the Fund. However, due to
operational requirements, the intermediaries' methods for tracking and
calculating the fee may be inadequate or differ in some respects from the Fund.
Policies and procedures affecting transactions in Fund shares can be changed at
any time without notice, subject to applicable law. Transactions may be
contingent upon proper completion of application forms and other documents by
shareholders and their receipt by the Fund's agents. Transaction delays in
processing (and changing account features) due to circumstances within or beyond
the control of the Fund and its agents may occur. Shareholders (or their
financial service firms) are responsible for all losses and fees resulting from
bad checks, cancelled orders or the failure to consummate transactions effected
pursuant to instructions reasonably believed to be genuine.
A distribution will be reinvested in shares of the same Fund and class if the
distribution check is returned as undeliverable.
Orders will be confirmed at a price based on the net asset value (including any
applicable sales charge) of the Fund next determined after receipt in good order
by DWS-SDI of the order accompanied by payment. However, orders received by
dealers or other financial services firms prior to the determination of net
asset value and received in good order by DWS-SDI prior to the close of its
business day will be confirmed at a price based on the net asset value effective
on that day ("trade date").
A request for repurchase (confirmed redemption) may be communicated by a
shareholder through a financial services firm to DWS-SDI; firms must promptly
submit orders to be effective at the next determined net asset value.
27
Redemption requests must be unconditional. Redemption requests (and a stock
power for certificated shares) must be duly endorsed by the account holder. As
specified in the Prospectus, signatures may need to be guaranteed by a
commercial bank, trust company, savings and loan association, federal savings
bank, member firm of a national securities exchange or other financial
institution permitted by SEC rule. Additional documentation may be required,
particularly from institutional and fiduciary account holders, such as
corporations, custodians (e.g., under the Uniform Transfers to Minors Act),
executors, administrators, trustees or guardians.
If the proceeds of the redemption (prior to the imposition of any contingent
deferred sales charge) are $100,000 or less and the proceeds are payable to the
shareholder of record at the address of record, normally a telephone request or
a written request by any one account holder without a signature guarantee is
sufficient for redemptions by individual or joint account holders, and trust,
executor and guardian account holders, provided the trustee, executor or
guardian is named in the account registration. Other institutional account
holders may exercise this special privilege of redeeming shares by telephone
request or written request without signature guarantee subject to the same
conditions as individual account holders, provided that this privilege has been
pre-authorized by the institutional account holder by written instruction to the
Shareholder Service Agent with signatures guaranteed. This privilege may not be
used to redeem shares held in certificated form and may not be used if the
shareholder's account has had an address change within 15 days of the redemption
request.
Wires. Delivery of the proceeds of a wire redemption of $250,000 or more may be
delayed by the Fund for up to seven days if the Fund or the Shareholder Service
Agent deems it appropriate under then-current market conditions. The ability to
send wires is limited by the business hours and holidays of the firms involved.
The Fund is not responsible for the efficiency of the federal wire system or the
account holder's financial services firm or bank. The account holder is
responsible for any charges imposed by the account holder's firm or bank. To
change the designated account to receive wire redemption proceeds, send a
written request to the Fund Shareholder Service Agent with signatures guaranteed
as described above or contact the firm through which Fund shares were purchased.
Automatic Withdrawal Plan. An owner of $5,000 or more of a class of the Fund's
shares at the offering price (net asset value plus, in the case of Class A
shares, the initial sales charge) may provide for the payment from the owner's
account of any requested dollar amount to be paid to the owner or a designated
payee monthly, quarterly, semiannually or annually. The $5,000 minimum account
size is not applicable to IRAs. The minimum periodic payment is $50. The maximum
annual rate at which shares subject to CDSC may be redeemed is 12% of the net
asset value of the account. Shares are redeemed so that the payee should receive
payment approximately on the first of the month. Investors using this Plan must
reinvest Fund distributions.
The purchase of Class A shares while participating in a systematic withdrawal
plan will ordinarily be disadvantageous to the investor because the investor
will be paying a sales charge on the purchase of shares at the same time that
the investor is redeeming shares upon which a sales charge may have already been
paid. Therefore, the Fund will not knowingly permit additional investments of
less than $2,000 if the investor is at the same time making systematic
withdrawals.
Contingent Deferred Sales Charge (CDSC). The following example will illustrate
the operation of the CDSC. Assume that an investor makes a single purchase of
$10,000 of the Fund's Class B shares and that 16 months later the value of the
shares has grown by $1,000 through reinvested dividends and by an additional
$1,000 of share appreciation to a total of $12,000. If the investor were then to
redeem the entire $12,000 in share value, the CDSC would be payable only with
respect to $10,000 because neither the $1,000 of reinvested dividends nor the
$1,000 of share appreciation is subject to the charge. The charge would be at
the rate of 3.00% ($300) because it was in the second year after the purchase
was made.
The rate of the CDSC is determined by the length of the period of ownership.
Investments are tracked on a monthly basis. The period of ownership for this
purpose begins the first day of the month in which the order for the investment
is received. For example, an investment made in March of the year of investment
will be eligible for the second year's charge if redeemed on or after March of
the following year. In the event no specific order is requested when redeeming
shares subject to a CDSC, the redemption will be made first from shares
representing reinvested
28
dividends and then from the earliest purchase of shares. DWS-SDI receives any
CDSC directly. The charge will not be imposed upon redemption of reinvested
dividends or share appreciation.
The Class A CDSC will be waived in the event of:
(a) redemptions by a participant-directed qualified retirement plan
described in Section 401(a) of the Internal Revenue Code of 1986, as
amended (the "Code"), a participant-directed non-qualified deferred
compensation plan described in Code Section 457 or a
participant-directed qualified retirement plan described in Code
Section 403(b)(7) which is not sponsored by a K-12 school district;
(b) redemptions by employer-sponsored employee benefit plans using the
subaccount record keeping system made available through ADP, Inc. under
an alliance with DWS-SDI and its affiliates;
(c) redemption of shares of a shareholder (including a registered joint
owner) who has died;
(d) redemption of shares of a shareholder (including a registered joint
owner) who after purchase of the shares being redeemed becomes totally
disabled (as evidenced by a determination by the federal Social
Security Administration);
(e) redemptions under the Fund's Automatic Withdrawal Plan at a maximum of
12% per year of the net asset value of the account; and
(f) redemptions of shares by shareholders whose dealer of record at the
time of the investment notifies DWS-SDI that the dealer waives the
discretionary commission applicable to such Large Order NAV Purchase.
The Class B CDSC will be waived for the circumstances set forth in items (c),
(d) and (e) above for Class A shares. In addition, this CDSC will be waived:
(g) for redemptions made pursuant to any IRA systematic withdrawal based on
the shareholder's life expectancy including, but not limited to,
substantially equal periodic payments described in Code Section
72(t)(2)(A)(iv) prior to age 59 1/2;
(h) for redemptions to satisfy required minimum distributions after age 70
1/2 from an IRA account (with the maximum amount subject to this waiver
being based only upon the shareholder's DWS Scudder IRA accounts); and
(i) in connection with the following redemptions of shares held by employer
sponsored employee benefit plans maintained on the subaccount record
keeping system made available through ADP, Inc. under an alliance with
DWS-SDI and its affiliates: (1) to satisfy participant loan advances
(note that loan repayments constitute new purchases for purposes of the
CDSC and the conversion privilege), (2) in connection with retirement
distributions (limited at any one time to 12% of the total value of
plan assets invested in the Fund), (3) in connection with distributions
qualifying under the hardship provisions of the Code, (4) representing
returns of excess contributions to such plans and (5) in connection
with direct "rollover" distributions from a Flex Plan into a DWS
Scudder IRA under the Class A net asset value purchase privilege.
The Class C CDSC will be waived for the circumstances set forth in items (b),
(c), (d) and (e) above for Class A shares and for the circumstances set forth in
items (g) and (h) above for Class B shares. In addition, this CDSC will be
waived for:
(j) redemption of shares by an employer sponsored employee benefit plan
that offers funds in addition to DWS Funds and whose dealer of record
has waived the advance of the first year administrative service and
distribution fees applicable to such shares and agrees to receive such
fees quarterly, and
29
(k) redemption of shares purchased through a dealer-sponsored asset
allocation program maintained on an omnibus record-keeping system
provided the dealer of record had waived the advance of the first year
administrative services and distribution fees applicable to such shares
and has agreed to receive such fees quarterly.
In-kind Redemptions. The Fund reserves the right to honor any request for
redemption or repurchase by making payment in whole or in part in readily
marketable securities. These securities will be chosen by the Fund and valued as
they are for purposes of computing the Fund's net asset value. A shareholder may
incur transaction expenses in converting these securities to cash.
Exchanges
Shareholders may request a taxable exchange of their shares for shares of the
corresponding class of other DWS Funds without imposition of a sales charge,
subject to the provisions below. For purposes of calculating any CDSC, amounts
exchanged retain their original cost and purchase date.
Shares of money market funds that were acquired by purchase (not including
shares acquired by dividend reinvestment) are subject to the applicable sales
charge on exchange. Series of DWS Target Fund are available on exchange only
during the offering period for such series as described in the applicable
prospectus. Cash Management Fund Investment, Tax Free Money Fund Investment, NY
Tax-Free Money Fund Investment, Treasury Money Fund -- Class Investment, Money
Market Fund Investment, Cash Management Fund Institutional, Cash Reserves Fund
Institutional, Treasury Money Fund -- Institutional, Cash Reserve Fund, Inc.
Prime Series, Cash Reserve Fund, Inc. Treasury Series, Tax-Exempt California
Money Market Fund, Cash Account Trust and Investors Cash Trust are available on
exchange but only through a financial services firm having a services agreement
with DWS-SDI. All exchanges among money funds must meet applicable investor
eligibility and investment requirements. Exchanges may only be made for funds
that are available for sale in the shareholder's state of residence. Currently,
Tax-Exempt California Money Market Fund is available for sale only in
California.
Shareholders must obtain prospectuses of the fund they are exchanging into from
dealers, other firms or DWS-SDI.
Automatic Exchange Plan. The owner of $1,000 or more of any class of shares of a
DWS Fund may authorize the automatic exchange of a specified amount ($50
minimum) of such shares for shares of the same class of another such DWS Fund.
Exchanges will be made automatically until the shareholder or a fund terminates
the privilege. Exchanges are subject to the terms and conditions described
above.
Multi-Class Conversions. For purposes of conversion to Class A shares, shares
purchased through the reinvestment of dividends and other distributions paid
with respect to Class B shares in a shareholder's Fund account will be converted
to Class A shares on a pro rata basis.
Dividends
The Fund intends to follow the practice of distributing substantially all of its
investment company taxable income, which includes any excess of net realized
short-term capital gains over net realized long-term capital losses. The Fund
may follow the practice of distributing the entire excess of net realized
long-term capital gains over net realized short-term capital losses. However,
the Fund may retain all or part of such gain for reinvestment, after paying the
related federal taxes for which shareholders may then be able to claim a credit
against their federal tax liability. If the Fund does not distribute the amount
of capital gain and/or ordinary income required to be distributed by an excise
tax provision of the Code, the Fund may be subject to that excise tax. In
certain circumstances, the Fund may determine that it is in the interest of
shareholders to distribute less than the required amount.
The Fund intends to pay distributions of substantially all of its income
semi-annually.
30
Any dividends or capital gains distributions declared in October, November or
December with a record date in such a month and paid during the following
January will be treated by shareholders for federal income tax purposes as if
received on December 31 of the calendar year declared.
Dividends paid by the Fund with respect to each class of its shares will be
calculated in the same manner, at the same time and on the same day.
The level of income dividends per share (as a percentage of net asset value)
will be lower for Class B and Class C shares than for Class A shares primarily
as a result of the distribution services fee applicable to Class B and Class C
shares. Distributions of capital gains, if any, will be paid in the same amount
for each class.
Income and capital gain dividends, if any, of the Fund will be credited to
shareholder accounts in full and fractional shares of the same class of the Fund
at net asset value on the reinvestment date, except that, upon written request
to the Shareholder Service Agent, a shareholder may select one of the following
options:
1. To receive income and short-term capital gain dividends in cash and
long-term capital gain dividends in shares of the same class at net
asset value; or
2. To receive income and capital gain dividends in cash.
Dividends will be reinvested in shares of the same class of the Fund unless
shareholders indicate in writing that they wish to receive them in cash or in
shares of other DWS Funds with multiple classes of shares or DWS Funds as
provided in the prospectuses. To use this privilege of investing dividends of
the Fund in shares of another DWS Fund, shareholders must maintain a minimum
account value of $1,000 in the Fund distributing the dividends. The Fund will
reinvest dividend checks (and future dividends) in shares of that same Fund and
class if checks are returned as undeliverable. Dividends and other distributions
of the Fund in the aggregate amount of $10 or less are automatically reinvested
in shares of the same Fund and class unless the shareholder requests in writing
that a check be issued for that particular distribution.
If an investment is in the form of a retirement plan, all dividends and capital
gains distributions must be reinvested into the shareholder's account.
If a shareholder has elected to reinvest any dividends and/or other
distributions, such distributions will be made in shares of the Fund and
confirmations will be mailed to each shareholder. If a shareholder has chosen to
receive cash, a check will be sent. Distributions of investment company taxable
income and net realized capital gains are taxable, whether made in shares or
cash.
Each distribution is accompanied by a brief explanation of the form and
character of the distribution. The characterization of distributions on such
correspondence may differ from the characterization for federal tax purposes. In
January of each year the Fund issues to each shareholder a statement of the
federal income tax status of all distributions in the prior calendar year.
The Fund may at any time vary its foregoing dividend practices and, therefore,
reserves the right from time to time to either distribute or retain for
reinvestment such of its net investment income and its net short-term and
long-term capital gains as its Board determines appropriate under the then
current circumstances. In particular, and without limiting the foregoing, the
Fund may make additional distributions of net investment income or capital gain
net income in order to satisfy the minimum distribution requirements contained
in the Code.
TAXES
The following is intended to be a general summary of certain federal income tax
consequences of investing in the Fund. It is not intended as a complete
discussion of all such consequences, nor does it purport to deal with all
categories of investors. Investors are therefore advised to consult with their
tax advisors before making an investment in the Fund. The summary is based on
the laws in effect on the date of this statement of additional
31
information and existing judicial and administrative interpretations thereof,
all of which are subject to change, possibly with retroactive effect.
Federal Taxation. The Fund has elected to be treated as a regulated investment
company under Subchapter M of the Code and has qualified as such since its
inception. The Fund intends to continue to so qualify in each taxable year as
required under the Code in order to avoid payment of federal income tax at the
fund level. In order to qualify as a regulated investment company, the Fund must
meet certain requirements regarding the source of its income, the
diversification of its assets and the distribution of its income. The Fund:
(a) must derive at least 90% of its gross income from dividends, interest,
payments with respect to certain securities loans, and gains from the
sale of stock, securities and foreign currencies, other income
(including but not limited to gains from options, futures, or forward
contracts) derived with respect to its business of investing in such
stock, securities, or currencies and net income derived from interests
in "qualified publicly traded partnerships" (i.e., partnerships that
are traded on an established securities market or tradable on a
secondary market, other than partnerships that derive 90% of their
income from interest, dividends, capital gains, and other traditional
permitted mutual fund income);
(b) must diversify its holdings so that, at the end of each quarter of its
taxable year, (i) at least 50% of the market value of the Fund's assets
is represented by cash and cash items, US government securities,
securities of other regulated investment companies, and other
securities limited in respect of any one issuer of such other
securities to a value not greater than 5% of the value of the Fund's
total assets and to not more than 10% of the outstanding voting
securities of such issuer, and (ii) not more than 25% of the value of
its assets is invested in the securities (other than those of the US
Government or other regulated investment companies) of any one issuer,
of two or more issuers of which 20% or more of the voting securities
are held by the Fund and which are engaged in the same, similar, or
related trades or businesses or in the securities of one or more
qualified publicly traded partnerships; and
(c) the sum of (i) 90% of its "investment company taxable income" (i.e.,
income other than its net realized long-term capital gain over its net
realized short-term capital loss), plus or minus certain adjustments,
and (ii) 90% of its net tax-exempt income for the taxable year. The
Fund will be subject to income tax at regular corporation rates on any
taxable income or gains that it does not distribute to its
shareholders.
Fund investments in partnerships, including in qualified publicly traded
partnerships, may result in the Fund being subject to state, local or foreign
income, franchise or withholding tax liabilities.
If for any taxable year the Fund does not qualify for the special federal income
tax treatment afforded regulated investment companies, all of its taxable income
will be subject to federal income tax at regular corporate rates (without any
deduction for distributions to its shareholders), and all distributions from
earnings and profits, including any distributions of net tax-exempt income and
net long-term capital gains, will be taxable to shareholders as ordinary income.
Such distributions will be eligible (i) to be treated as "qualified dividend
income," in the case of individual and certain other noncorporate shareholders,
subject to the long-term capital gain tax rate for taxable years beginning
before January 1, 2011 and (ii) for the dividends received deduction in the case
of corporate shareholders. In addition, the Fund could be required to recognize
unrealized gains, pay substantial taxes and interest and make substantial
distributions before requalifying as a regulated investment company that is
accorded special tax treatment.
The Fund is subject to a 4% nondeductible excise tax on amounts required to be
but not distributed under a prescribed formula. The formula requires payment to
shareholders during a calendar year of distributions representing at least 98%
of the Fund's ordinary income for the calendar year and at least 98% of the
excess of its capital gains over capital losses realized during the one-year
period ending October 31 (in most cases) of such year as well as amounts that
were neither distributed nor taxed to the Fund during any prior calendar year.
Although the Fund's distribution policies should enable it to avoid excise tax
liability, the Fund may retain (and be subject to income or excise tax on) a
portion of its capital gains or other income if it appears to be in the interest
of the Fund.
32
Dividends or other income (including, in some cases, capital gains) received by
the Fund from investments in foreign securities may be subject to withholding
and other taxes imposed by foreign countries. Tax conventions between certain
countries and the United States may reduce or eliminate such taxes in some
cases. Foreign taxes paid by the Fund will reduce the return from the Fund's
investments.
In addition, Fund investments in certain foreign entities called "passive
foreign investment companies" ("PFICs") will subject the Fund to special federal
tax rules that may, among other things, cause the Fund to recognize income prior
to the corresponding receipt of cash. The Fund will make the appropriate tax
elections, if possible, and take any additional steps that are necessary to
mitigate the effect of these rules.
Taxes on distributions of capital gains are determined by how long the Fund
owned the investments that generated them, rather than how long a shareholder
has owned his or her shares. Distributions of net capital gains that are
properly designated by the Fund as capital gain dividends will be taxable as
long-term capital gains. "Net capital gains" for this purpose are the Fund's (x)
net long-term capital gains for the taxable year less (y) the sum of the Fund's
(i) net short-term capital losses for the taxable year and (ii) available
capital loss carryforwards. Distributions of net short-term capital gains, which
are gains attributable to the sales of investments that the Fund owned for one
year or less, will be taxable as ordinary income. If the Fund retains for
investment an amount equal to all or a portion of its net capital gains, it will
be subject to tax at regular corporate rates on the amount retained. In that
event, the Fund will designate such retained amounts as undistributed capital
gains in a notice to its shareholders who (a) will be required to include in
income for federal income tax purposes, as long-term capital gains, their
proportionate shares of the undistributed amount, (b) will be entitled to credit
their proportionate shares of the 35% tax paid by the Fund on the undistributed
amount against their federal income tax liabilities, if any, and to claim
refunds to the extent their credits exceed their liabilities, if any, and (c)
will be entitled to increase their tax basis, for federal income tax purposes,
in their shares by an amount equal to 65% of the amount of undistributed capital
gains included in the shareholder's income. Organizations or persons not subject
to federal income tax on such capital gains will be entitled to a refund of
their pro rata share of such taxes paid by the Fund upon filing appropriate
returns or claims for refund with the IRS.
Dividends and other distributions by the Fund are generally treated under the
Code as received by the shareholders at the time the dividend or distribution is
made. However, any dividend or distribution declared by the Fund in October,
November or December of any calendar year and payable to shareholders of record
on a specified date in such a month shall be deemed to have been received by
each shareholder on December 31 of such calendar year and to have been paid by
the Fund not later than such December 31, provided such dividend is actually
paid by the Fund during January of the following calendar year.
Distributions are taxable to shareholders even if they are paid from income or
gains earned by the Fund before a shareholder's investment (and thus were
included in the price the shareholder paid). Distributions are taxable whether
shareholders receive them in cash or reinvest them in additional shares through
the reinvestment privilege. A shareholder whose distributions are reinvested in
shares will be treated as having received a dividend equal to the fair market
value of the new shares issued to the shareholder.
Long-term capital gain rates applicable to individuals have temporarily been
reduced -- in general, to 15% with a lower rate applying to taxpayers in the 10%
and 15% ordinary income rate brackets -- for taxable years beginning before
January 1, 2011.
For federal income tax purposes, distributions of investment income are
generally taxable as ordinary income. For taxable years beginning before January
1, 2011, distributions of investment income designated by the Fund as derived
from "qualified dividend income" will be taxed in the hands of individuals at
the rates applicable to long-term capital gain, as mentioned above, provided
holding period and other requirements described below are met at both the
shareholder and Fund level.
Qualified dividend income does not include interest from fixed-income
securities. In order for some portion of the dividends received by a Fund
shareholder to be qualified dividend income, the Fund must meet holding period
and other requirements with respect to some portion of the dividend-paying
stocks in its portfolio and the shareholder
33
must meet holding period and other requirements with respect to the Fund's
shares. Dividends subject to these special rules are not actually treated as
capital gains, however, and thus are not included in the computation of an
individual's net capital gain and generally cannot be used to offset capital
losses. The long-term capital gains rates will apply to: (i) 100% of the regular
dividends paid by the Fund to an individual in a particular taxable year if 95%
or more of the Fund's gross income (ignoring gains attributable to the sale of
stocks and securities except to the extent net short-term capital gain from such
sales exceeds net long-term capital loss from such sales) in that taxable year
is attributable to qualified dividend income received by the Fund; or (ii) the
portion of the regular dividends paid by the Fund to an individual in a
particular taxable year that is attributable to qualified dividend income
received by the Fund in that taxable year if such qualified dividend income
accounts for less than 95% of the Fund's gross income (ignoring gains
attributable to the sale of stocks and securities except to the extent net
short-term capital gain from such sales exceeds net long-term capital loss from
such sales) for that taxable year. A dividend will not be treated as qualified
dividend income (at either the Fund or shareholder level) (1) if the dividend is
received with respect to any share of stock held for fewer than 61 days during
the 121-day period beginning on the date which is 60 days before the date on
which such share becomes ex-dividend with respect to such dividend (or, in the
case of certain preferred stock, 91 days during the 181-day period beginning 90
days before such date), (2) to the extent that the recipient is under an
obligation (whether pursuant to a short sale or otherwise) to make related
payments with respect to positions in substantially similar or related property,
or (3) if the recipient elects to have the dividend income treated as investment
income for purposes of the limitation on deductibility of investment interest.
In order for a dividend paid by a foreign corporation to constitute "qualified
dividend income," the foreign corporation must (1) be eligible for the benefits
of a comprehensive income tax treaty with the United States (the stock on which
the dividend is paid must be readily tradable on an established securities
market in the United States) and (2) not be treated as a passive foreign
investment company. Also, dividends received by the Fund from a real estate
investment trust or another regulated investment company generally are qualified
dividend income only to the extent the dividend distributions are made out of
qualified dividend income received by such real estate investment trust or other
regulated investment company.
The sale, exchange or redemption of Fund shares may give rise to a gain or loss.
In general, any gain or loss realized upon a taxable disposition of shares will
be treated as long-term capital gain or loss if the shares have been held for
more than 12 months. Otherwise, the gain or loss on the taxable disposition of
Fund share will be treated as short-term capital gain or loss. Any loss realized
on a sale or exchange will be disallowed to the extent the shares disposed of
are replaced, including replacement through the reinvesting of dividends and
capital gains distributions in the Fund, within a 61-day period beginning 30
days before and ending 30 days after the disposition of the shares. In such a
case, the basis of the shares acquired will be increased to reflect the
disallowed loss.
Dividends from domestic corporations may comprise a substantial part of the
Fund's gross income. If any such dividends constitute a portion of the Fund's
gross income, a portion of the income distributions of the Fund may be eligible
for the 70% deduction for dividends received by corporations. Shareholders will
be informed of the portion of dividends which so qualify. The dividends-received
deduction is reduced to the extent the shares of the Fund with respect to which
the dividends are received are treated as debt-financed under federal income tax
law and is eliminated if either those shares or the shares of the Fund are
deemed to have been held by the Fund or the shareholder, as the case may be, for
less than 46 days during the 91-day period beginning 45 days before the shares
become ex-dividend.
Any loss realized upon the redemption of shares held for six months or less at
the time of redemption will be treated as a long-term capital loss to the extent
of any amounts treated as distributions of long-term capital gain during such
six-month period. Furthermore, any loss from the sale or redemption of shares
held six months or less generally will be disallowed to the extent that
tax-exempt interest dividends were paid on such shares.
The Fund's use of options, futures contracts, forward contracts (to the extent
permitted) and certain other transactions will be subject to special tax rules
(including mark-to-market, constructive sale, straddle, wash sale, short sale
and other rules), the effect of which may be to accelerate income, defer losses,
cause adjustments in the holding periods of portfolio securities, convert
capital gains into ordinary income and convert short-term capital losses into
long-term capital losses. These rules could therefore affect the amount, timing
and character of distributions to investors.
34
Transactions in foreign currencies, foreign investment currency-denominated debt
securities and certain foreign currency options, futures contracts and similar
instruments (to the extent permitted) may give rise to ordinary income or loss
to the extent such income or loss results from fluctuations in the value of the
foreign currency concerned.
The Fund's investment in zero coupon bonds and other debt obligations having
original issue discount may cause the Fund to recognize taxable income in excess
of any cash received from the investment.
Under current law, the Fund serves to block unrelated business taxable income
("UBTI") from being realized by its tax-exempt shareholders. Notwithstanding the
foregoing, a tax-exempt shareholder could realize UBTI by virtue of, inter alia,
its investment in the Fund if either (i) the Fund invests in real estate
investment trusts that hold residual interests in real estate mortgage
investment conduits; or (ii) shares in the Fund constitute debt-financed
property in the hands of the tax-exempt shareholder within the meaning of Code
Section 514(b). If a charitable remainder trust (as defined in Code Section 664)
realizes any UBTI for a taxable year, it will be subject to an excise tax equal
to 100% of such UBTI. Certain types of income received by the Fund from real
estate investment trusts, real estate mortgage investment conduits, taxable
mortgage pools or other investments may cause the Fund to designate some or all
of its distributions as "excess inclusion income." To Fund shareholders such
excess inclusion income may (1) constitute taxable income, as UBTI for those
shareholders who would otherwise be tax-exempt such as individual retirement
accounts, 401(k) accounts, Keogh plans, pension plans and certain charitable
entities; (2) not be offset against net operating losses for tax purposes; (3)
not be eligible for reduced US withholding for non-US shareholders even from tax
treaty countries; and (4) cause the Fund to be subject to tax if certain
"disqualified organizations" as defined by the Code are Fund shareholders.
Under the backup withholding provisions of the Code, redemption proceeds as well
as distributions may be subject to federal income tax withholding for certain
shareholders, including those who fail to furnish the Fund with their taxpayer
identification numbers and certifications as to their tax status.
Capital gains distributions may be reduced if Fund capital loss carryforwards
are available. Any capital loss carryforwards to which the Fund is entitled are
disclosed in the Fund's annual and semi-annual reports to shareholders.
All distributions by the Fund result in a reduction in the net asset value of
the Fund's shares. Should a distribution reduce the net asset value below a
shareholder's cost basis, such distribution would nevertheless be taxable to the
shareholder as ordinary income or capital gain as described above, even though,
from an investment standpoint, it may constitute a partial return of capital. In
particular, investors should be careful to consider the tax implications of
buying shares just prior to a distribution. The price of shares purchased at
that time includes the amount of the forthcoming distribution. Those purchasing
just prior to a distribution will receive a partial return of capital upon the
distribution, which will nevertheless be taxable to them.
Shareholders will receive, if appropriate, various written notices after the
close of the Fund's taxable year regarding the federal income tax status of
certain dividends, distributions and deemed distributions that were paid (or
that are treated as having been paid) by the Fund to its shareholders during the
preceding taxable year.
Special tax rules apply to investments through defined contribution plans and
other tax-qualified plans. Shareholders should consult their tax advisers to
determine the suitability of shares of the Fund as an investment through such
plans and the precise effect of an investment on their particular tax situation.
If a shareholder recognizes a loss with respect to the Fund's shares of $2
million or more for an individual shareholder or $10 million or more for a
corporate shareholder, the shareholder must file with the Internal Revenue
Service a disclosure statement on Form 8886. Direct shareholders of portfolio
securities are in many cases excepted from this reporting requirement, but under
current guidance, shareholders of a regulated investment company are not
excepted. Future guidance may extend the current exception from this reporting
requirement to shareholders of most or all regulated investment companies. The
fact that a loss is reportable under these regulations does not affect
35
the legal determination of whether the taxpayer's treatment of the loss is
proper. Shareholders should consult their tax advisors to determine the
applicability of these regulations in light of their individual circumstances.
State and Local Taxes. Shareholders of the Fund may be subject to state and
local taxes on distributions received from the Fund and on redemptions of the
Fund's shares. Rules of state and local taxation of dividend and capital gains
distributions from regulated investment companies often differ from rules for
federal income taxation described above. You are urged to consult your tax
advisor as to the consequences of these and other state and local tax rules
affecting an investment in the Fund.
Taxation of Non-US Shareholders. Dividends paid by the Fund to non-US
shareholders are generally subject to withholding tax at a 30% rate or a reduced
rate specified by an applicable income tax treaty to the extent derived from
investment income and short-term capital gains. In order to obtain a reduced
rate of withholding, a non-US shareholder will be required to provide an IRS
Form W-8BEN certifying its entitlement to benefits under a treaty. The
withholding tax does not apply to regular dividends paid to a non-US shareholder
who provides a Form W-8ECI, certifying that the dividends are effectively
connected with the non-US shareholder's conduct of a trade or business within
the United States. Instead, the effectively connected dividends will be subject
to regular US income tax as if the non-US shareholder were a US shareholder. A
non-US corporation receiving effectively connected dividends may also be subject
to additional "branch profits tax" imposed at a rate of 30% (or lower treaty
rate).
In general, United States federal withholding tax will not apply to any gain or
income realized by a non-US shareholder in respect of any distributions of net
long-term capital gains over net short-term capital losses, exempt interest
dividends, or upon the sale or other disposition of shares of the Fund.
For taxable years beginning before January 1, 2008, properly designated
dividends are generally exempt from United States federal withholding tax where
they (i) are paid in respect of the fund's "qualified net interest income"
(generally, the fund's US source interest income, other than certain contingent
interest and interest from obligations of a corporation or partnership in which
the fund is at least a 10% shareholder, reduced by expenses that are allocable
to such income) or (ii) are paid in respect of the fund's "qualified short-term
capital gains" (generally, the excess of the fund's net short-term capital gain
over the fund's long-term capital loss for such taxable year). However,
depending on its circumstances, the fund may designate all, some or none of its
potentially eligible dividends as such qualified net interest income or as
qualified short-term capital gains, and/or treat such dividends, in whole or in
part, as ineligible for this exemption from withholding. In order to qualify for
this exemption from withholding, a non-US shareholder will need to comply with
applicable certification requirements relating to its non-US status (including,
in general, furnishing an IRS Form W-8BEN or substitute Form). In the case of
shares held through an intermediary, the intermediary may withhold even if the
fund designates the payment as qualified net interest income or qualified
short-term capital gain. Non-US shareholders should contact their intermediaries
with respect to the application of these rules to their accounts.
A distribution from the Fund to foreign shareholders who have held more than 5%
of the Fund at any time during the one-year period ending on the date of
distribution is treated as real property gain subject to 35% withholding tax and
treated as income effectively connected to a US trade or business with certain
tax filing requirements applicable, if such distribution is attributable to a
distribution of real property gain received by the Fund from a real estate
investment trust and if 50% or more of the value of the Fund's assets are
invested in real estate investment trusts and other US real property holding
corporations. A distribution paid prior to 2008 attributable to the Fund's sale
of a real estate investment trust or other US real property holding company will
also be treated as real property gain if 50% or more of the value of the Fund's
assets are invested in real estate investment trusts and other US real property
holding corporations and if the foreign shareholder has held more than 5% of a
class of stock at any time during the one-year period ending on the date of the
distribution.
The foregoing is only a summary of certain material US federal income tax
consequences affecting the Fund and its shareholders. Current and prospective
shareholders are advised to consult their own tax advisors with respect to the
particular tax consequences to them of an investment in the Fund.
36
NET ASSET VALUE
The net asset value of shares of the Fund is computed as of the close of regular
trading on the New York Stock Exchange (the "Exchange") on each day the Exchange
is open for trading (the "Value Time"). The Exchange is scheduled to be closed
on the following holidays: New Year's Day, Dr. Martin Luther King, Jr. Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving and Christmas, and on the preceding Friday or subsequent Monday
when one of these holidays falls on a Saturday or Sunday, respectively. Net
asset value per share is determined separately for each class of shares by
dividing the value of the total assets of the Fund attributable to the shares of
that class, less all liabilities attributable to that class, by the total number
of shares of that class outstanding. The per share net asset value may be lower
for certain classes of the Fund because of higher expenses borne by these
classes.
An equity security is valued at its most recent sale price on the security's
primary exchange or over-the-counter ("OTC") market as of the Value Time.
Lacking any sales, the security is valued at the calculated mean between the
most recent bid quotation and the most recent asked quotation (the "Calculated
Mean") on such exchange or OTC market as of the Value Time. If it is not
possible to determine the Calculated Mean, the security is valued at the most
recent bid quotation on such exchange or OTC market as of the Value Time. In the
case of certain foreign exchanges or OTC markets, the closing price reported by
the exchange or OTC market (which may sometimes be referred to as the "official
close" or the "official closing price" or other similar term) will be considered
the most recent sale price.
Debt securities are valued as follows. Money market instruments purchased with
an original or remaining maturity of 60 days or less, maturing at par, are
valued at amortized cost. Other money market instruments are valued based on
information obtained from an approved pricing agent or, if such information is
not readily available, by using matrix pricing techniques (formula driven
calculations based primarily on current market yields). Bank loans are valued at
prices supplied by an approved pricing agent (which are intended to reflect the
mean between the bid and asked prices), if available, and otherwise at the mean
of the most recent bid and asked quotations or evaluated prices, as applicable,
based on quotations or evaluated prices obtained from one or more
broker-dealers. Privately placed debt securities, other than Rule 144A debt
securities, initially are valued at cost and thereafter based on all relevant
factors including type of security, size of holding and restrictions on
disposition. Municipal debt securities are valued at prices supplied by an
approved pricing agent (which are intended to reflect the mean between the bid
and the asked prices), if available, and otherwise at the mean of the most
recent bid and asked quotations or evaluated price obtained from a
broker-dealer. Other debt securities not addressed above are valued at prices
supplied by an approved pricing agent, if available, and otherwise at the most
recent bid quotation or evaluated price, as applicable, obtained from one or
more broker-dealers. If it is not possible to value a particular debt security
pursuant to the above methods, the security is valued on the basis of factors
including (but not limited to) maturity, coupon, creditworthiness, currency
denomination, and the movement of the market in which the security is normally
traded.
An exchange-traded option contract on securities, currencies and other financial
instruments is valued at its most recent sale price on the relevant exchange.
Lacking any sales, the option contract is valued at the Calculated Mean. If it
is not possible to determine the Calculated Mean, the option contract is valued
at the most recent bid quotation in the case of a purchased option contract or
the most recent asked quotation in the case of a written option contract, in
each case as of the Value Time. An option contract on securities, currencies and
other financial instruments traded in the OTC market is valued on the Value Date
at the evaluated price provided by the broker-dealer with which it was traded.
Futures contracts (and options thereon) are valued at the most recent settlement
price, if available, on the exchange on which they are traded most extensively.
With the exception of stock index futures contracts which trade on the Chicago
Mercantile Exchange, closing settlement times are prior to the close of trading
on the New York Stock Exchange. For stock index futures contracts which trade on
the Chicago Mercantile Exchange, closing settlement prices are normally
available at approximately 4:20 p.m. Eastern time. If no settlement price is
available, the last traded price on such exchange will be used.
If market quotations for a portfolio asset are not readily available or the
value of a portfolio asset as determined in accordance with Board approved
procedures does not represent the fair market value of the portfolio asset, the
value of the portfolio asset is taken to be an amount which, in the opinion of
the Fund's Pricing Committee (or, in some
37
cases, the Board's Valuation Committee), represents fair market value. The value
of other portfolio holdings owned by the Fund is determined in a manner which is
intended to fairly reflect the fair market value of the asset on the valuation
date, based on valuation procedures adopted by the Fund's Board and overseen
primarily by the Fund's Pricing Committee.
DIRECTORS AND OFFICERS
The following table presents certain information regarding the Board Members of
the Corporation. Each Board Member's year of birth is set forth in parentheses
after his or her name. Unless otherwise noted, (i) each Board Member has engaged
in the principal occupation(s) noted in the table for at least the most recent
five years, although not necessarily in the same capacity, and (ii) the address
of each Board Member that is not an "interested persons" (as defined in the 1940
Act) of the Corporation or the Advisor (each, an "Independent Board Member"), is
c/o Dawn-Marie Driscoll, PO Box 100176, Cape Coral, FL 33904. The term of office
for each Board Member is until the election and qualification of a successor, or
until such Board Member sooner dies, resigns, is removed or as otherwise
provided in the governing documents of the Corporation. Because the Fund does
not hold an annual meeting of shareholders, each Board Member will hold office
for an indeterminate period. The Board Members may also serve in similar
capacities with other funds in the DWS fund complex.
Independent Board Members
- -----------------------------------------------------------------------------------------------------------------------
Name, Year of Birth,
Position with the Number of Funds
Corporation and Length Business Experience and in DWS Fund
of Time Served Directorships During the Past 5 Years Complex Overseen
- -----------------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll (1946) President, Driscoll Associates (consulting firm); Executive Fellow, 75
Chairperson since 2006 Center for Business Ethics, Bentley College; formerly, Partner, Palmer
Board Member since & Dodge (1988-1990); Vice President of Corporate Affairs and General
2006 Counsel, Filene's (1978-1988). Directorships: Trustee of 8 open-end
mutual funds managed by Sun Capital Advisers, Inc. (since 2007);
Director of ICI Mutual Insurance Company (since 2007); Advisory Board,
Center for Business Ethics, Bentley College; Trustee, Southwest Florida
Community Foundation (charitable organization); Former Directorships:
Investment Company Institute (audit, executive, nominating committees)
and Independent Directors Council (governance, executive committees)
- -----------------------------------------------------------------------------------------------------------------------
Henry P. Becton, Jr. Vice Chair, WGBH Educational Foundation. Directorships: Association of 75
(1943) Public Television Stations; Becton Dickinson and Company (1) (medical
Board Member since technology company); Belo Corporation (1) (media company); Boston
2006 Museum of Science; Public Radio International. Former Directorships:
American Public Television; Concord Academy; New England Aquarium;
Mass. Corporation for Educational Telecommunications; Committee for
Economic Development; Public Broadcasting Service
- -----------------------------------------------------------------------------------------------------------------------
Keith R. Fox (1954) Managing General Partner, Exeter Capital Partners (a series of private 75
Board Member since equity funds). Directorships: Progressive Holding Corporation (kitchen
2006 goods importer and distributor); Natural History, Inc. (magazine
publisher); Box Top Media Inc. (advertising); The Kennel Shop (retailer)
- -----------------------------------------------------------------------------------------------------------------------
Kenneth C. Froewiss Clinical Professor of Finance, NYU Stern School of Business 75
(1945) (1997-present); Member, Finance Committee, Association for Asian
Board Member since Studies (2002-present); Director, Mitsui Sumitomo Insurance Group (US)
2006 (2004-present); prior thereto, Managing Director, J.P. Morgan
(investment banking firm) (until 1996)
- -----------------------------------------------------------------------------------------------------------------------
38
- -----------------------------------------------------------------------------------------------------------------------
Name, Year of Birth,
Position with the Number of Funds
Corporation and Length Business Experience and in DWS Fund
of Time Served Directorships During the Past 5 Years Complex Overseen
- -----------------------------------------------------------------------------------------------------------------------
Martin J. Gruber Nomura Professor of Finance, Leonard N. Stern School of Business, New 75
(1937) York University (since September 1965); Director, Japan Equity Fund,
Board Member since Inc. (since January 1992), Thai Capital Fund, Inc. (since January
2002 2000), Singapore Fund, Inc. (since January 2000), National Bureau of
Economic Research (since January 2006). Formerly, Trustee, TIAA
(pension funds) (January 1996-January 2000); Trustee, CREF and CREF
Mutual Funds (January 2000-March 2005); Chairman, CREF and CREF Mutual
Funds (February 2004-March 2005); and Director, S.G. Cowen Mutual Funds
(January 1985-January 2001)
- -----------------------------------------------------------------------------------------------------------------------
Richard J. Herring Jacob Safra Professor of International Banking and Professor, Finance 75
(1946) Department, The Wharton School, University of Pennsylvania (since July
Board Member since 1972); Co-Director, Wharton Financial Institutions Center (since July
2002 2000). Formerly, Vice Dean and Director, Wharton Undergraduate Division
(July 1995-June 2000); Director, Lauder Institute of International
Management Studies (July 2000-June 2006)
- -----------------------------------------------------------------------------------------------------------------------
Graham E. Jones Senior Vice President, BGK Realty, Inc. (commercial real estate) (since 75
(1933) 1995). Formerly, Trustee of various investment companies managed by Sun
Board Member since Capital Advisors, Inc. (1998-2005), Morgan Stanley Asset Management
2002 (1985-2001) and Weiss, Peck and Greer (1985-2005)
- -----------------------------------------------------------------------------------------------------------------------
Rebecca W. Rimel President and Chief Executive Officer, The Pew Charitable Trusts 75
(1951) (charitable foundation) (1994 to present); Trustee, Thomas Jefferson
Board Member since Foundation (charitable organization) (1994 to present); Trustee,
1995 Executive Committee, Philadelphia Chamber of Commerce (2001 to
present). Formerly, Executive Vice President, The Glenmede Trust
Company (investment trust and wealth management) (1983 to 2004); Board
Member, Investor Education (charitable organization) (2004-2005);
Director, Viasys Health Care (1) (January 2007-June 2007).
- -----------------------------------------------------------------------------------------------------------------------
Philip Saunders, Jr. Principal, Philip Saunders Associates (economic and financial 75
(1935) consulting) (since November 1988). Formerly, Director, Financial
Board Member since Industry Consulting, Wolf & Company (consulting) (1987-1988);
2002 President, John Hancock Home Mortgage Corporation (1984-1986); Senior
Vice President of Treasury and Financial Services, John Hancock Mutual
Life Insurance Company, Inc. (1982-1986)
- -----------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr. Private investor since October 2003; Trustee of 8 open-end mutual funds 75
(1946) managed by Sun Capital Advisers, Inc. (since October 1998). Formerly,
Board Member since Pension & Savings Trust Officer, Sprint Corporation((1))
2002 (telecommunications) (November 1989-September 2003)
- -----------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg Retired. Formerly, Consultant (1997-2001); Director, US Government 75
(1943) Accountability Office (1996-1997); Partner, Fulbright & Jaworski,
Board Member since L.L.P. (law firm) (1978-1996). Directorships: The William and Flora
2006 Hewlett Foundation; Service Source, Inc. Former Directorships: Mutual
Fund Directors Forum (2002-2004), American Bar Retirement Association
(funding vehicle for retirement plans) (1987-1990 and 1994-1996)
- -----------------------------------------------------------------------------------------------------------------------
39
- -----------------------------------------------------------------------------------------------------------------------
Name, Year of Birth,
Position with the Number of Funds
Corporation and Length Business Experience and in DWS Fund
of Time Served Directorships During the Past 5 Years Complex Overseen
- -----------------------------------------------------------------------------------------------------------------------
Carl W. Vogt Retired Senior Partner, Fulbright & Jaworski, L.L.P. (law firm); 73
(1936) formerly, President (interim) of Williams College (1999-2000);
Board Member since formerly, President of certain funds in the Deutsche Asset Management
2006 family of funds (formerly, Flag Investors family of funds) (registered
investment companies) (1999-2000). Directorships: Yellow Corporation
(trucking); American Science & Engineering (x-ray detection equipment).
Former Directorships: ISI Family of Funds (registered investment
companies, 4 funds overseen); National Railroad Passenger Corporation
(Amtrak) Waste Management, Inc. (solid waste disposal); formerly,
Chairman and Member, National Transportation Safety Board
- -----------------------------------------------------------------------------------------------------------------------
Interested Board Member
- -----------------------------------------------------------------------------------------------------------------------
Name, Year of Birth,
Position with the Number of Funds
Corporation and Length Business Experience and in DWS Fund
of Time Served Directorships During the Past 5 Years Complex Overseen
- -----------------------------------------------------------------------------------------------------------------------
Axel Schwarzer(2) Managing Director(4), Deutsche Asset Management; Head of Deutsche Asset 81
(1958) Management Americas; CEO of DWS Scudder; formerly board member of DWS
Board Member since Investments, Germany (1999-2005); formerly, Head of Sales and Product
2006 Management for the Retail and Private Banking Division of Deutsche Bank
in Germany (1997-1999); formerly, various strategic and operational
positions for Deutsche Bank Germany Retail and Private Banking Division
in the field of investment funds, tax driven instruments and asset
management for corporates (1989-1996)
- -----------------------------------------------------------------------------------------------------------------------
Officers (3)
- -----------------------------------------------------------------------------------------------------------------------
Name, Year of Birth,
Position with the
Corporation and Length Business Experience and
of Time Served Directorships During the Past 5 Years
- -----------------------------------------------------------------------------------------------------------------------
Michael G. Clark(5) Managing Director(4), Deutsche Asset Management (2006-present); President of DWS family
(1965) of funds; formerly, Director of Fund Board Relations (2004-2006) and Director of Product
President, 2006-present Development (2000-2004), Merrill Lynch Investment Managers; Senior Vice President
Operations, Merrill Lynch Asset Management (1999-2000)
- -----------------------------------------------------------------------------------------------------------------------
John Millette(6) (1962) Director(4), Deutsche Asset Management
Vice President and
Secretary, 2003-present
- -----------------------------------------------------------------------------------------------------------------------
Paul H. Schubert(5) Managing Director(4), Deutsche Asset Management (since July 2004); formerly, Executive
(1963) Director, Head of Mutual Fund Services and Treasurer for UBS Family of Funds
Chief Financial Officer, (1998-2004); Vice President and Director of Mutual Fund Finance at UBS Global Asset
2004-present Management (1994-1998)
Treasurer, 2005-present
- -----------------------------------------------------------------------------------------------------------------------
Patricia DeFilippis(5) Vice President, Deutsche Asset Management (since June 2005); Counsel, New York Life
(1963) Investment Management LLC (2003-2005); legal associate, Lord, Abbett & Co. LLC
Assistant Secretary, (1998-2003)
2005-present
- -----------------------------------------------------------------------------------------------------------------------
40
- -----------------------------------------------------------------------------------------------------------------------
Name, Year of Birth,
Position with the
Corporation and Length Business Experience and
of Time Served Directorships During the Past 5 Years
- -----------------------------------------------------------------------------------------------------------------------
Elisa D. Metzger(5) Director(4), Deutsche Asset Management (since September 2005); Counsel, Morrison and
(1962) Foerster LLP (1999-2005)
Assistant Secretary,
2005-present
- -----------------------------------------------------------------------------------------------------------------------
Caroline Pearson(6) Managing Director(4), Deutsche Asset Management
(1962)
Assistant Secretary,
2002-present
- -----------------------------------------------------------------------------------------------------------------------
Paul Antosca(6) Director(4), Deutsche Asset Management (since 2006); Vice President, The Manufacturers
(1957) Life Insurance Company (U.S.A.) (1990-2006)
Assistant Treasurer,
2007-present
- -----------------------------------------------------------------------------------------------------------------------
Kathleen Sullivan Director(4), Deutsche Asset Management
D'Eramo(6)
(1957)
Assistant Treasurer,
2003-present
- -----------------------------------------------------------------------------------------------------------------------
Jason Vazquez(5) (1972) Vice President, Deutsche Asset Management (since 2006); formerly, AML Operations Manager
Anti-Money Laundering for Bear Stearns (2004-2006), Supervising Compliance Principal and Operations Manager
Compliance Officer, for AXA Financial (1999-2004)
2007-present
- -----------------------------------------------------------------------------------------------------------------------
Robert Kloby(5) (1962) Managing Director(4), Deutsche Asset Management (2004-present); formerly, Chief
Chief Compliance Compliance Officer/Chief Risk Officer, Robeco USA (2000-2004); Vice President, The
Officer, 2006-present Prudential Insurance Company of America (1988-2000); E.F. Hutton and Company (1984-1988)
- -----------------------------------------------------------------------------------------------------------------------
J. Christopher Jackson(5) Director(4), Deutsche Asset Management (2006-present); formerly, Director, Senior Vice
(1951) President, General Counsel, and Assistant Secretary, Hansberger Global Investors, Inc.
Chief Legal Officer, (1996-2006); Director, National Society of Compliance Professionals
2006-present (2002-2005)(2006-2009)
- -----------------------------------------------------------------------------------------------------------------------
(1) A publicly held company with securities registered pursuant to Section
12 of the Securities Exchange Act of 1934.
(2) The mailing address of Axel Schwarzer is c/o Deutsche Investment
Management Americas Inc., 345 Park Avenue, New York, New York 10154.
Mr. Schwarzer is an interested Board Member by virtue of his positions
with Deutsche Asset Management.
(3) As a result of their respective positions held with the Advisor, these
individuals are considered "interested persons" of the Advisor within
the meaning of the 1940 Act. Interested persons receive no compensation
from the Funds.
(4) Executive title, not a board directorship.
(5) Address: 345 Park Avenue, New York, New York 10154.
(6) Address: Two International Place, Boston, Massachusetts 02110.
Each Officer also holds similar positions for other investment companies for
which DIMA or an affiliate serves as the advisor.
41
Officer's Role with Principal Underwriter: DWS Scudder Distributors, Inc.
Paul H. Schubert: Vice President
Caroline Pearson: Secretary
Information Concerning Committees and Meetings of Board Members
The Board of the Corporation met ten (10) times during the calendar year ended
December 31, 2006 and each Board Member attended at least 80% of the meetings of
the Board and meetings of the committees of the Board on which such Board Member
served.
Board Committees. Ms. Driscoll has served as Chair of the Board of the Funds
since May 2006.
The Board has established the following standing committees: Audit Committee,
Nominating/Corporate Governance Committee, Valuation Committee, Equity Oversight
Committee, Fixed Income Oversight Committee, Marketing/Distribution/Shareholder
Service Committee, Legal/Regulatory/Compliance Committee and Expense/Operations
Committee.
The Audit Committee assists the Board in fulfilling its responsibility for
oversight of the quality and integrity of the accounting, auditing and financial
reporting practices of the applicable Fund. It also makes recommendations
regarding the selection of an independent registered public accounting firm for
a Fund, reviews the independence of such firm, reviews the scope of audit and
internal controls, considers and reports to the Board on matters relating to a
Fund's accounting and financial reporting practices, and performs such other
tasks as the full Board deems necessary or appropriate. The Audit Committee
receives annual representations from the independent registered public
accounting firm as to its independence. The members of the Audit Committee are
Keith R. Fox (Chair and Audit Committee Financial Expert), Kenneth C. Froewiss,
Richard J. Herring, Graham E. Jones, Philip Saunders, Jr., William N. Searcy,
Jr. and Jean Gleason Stromberg. The Audit Committee held eight (8) meetings
during the calendar year 2006.
The Nominating/Corporate Governance Committee (i) recommends to the Board
candidates to serve as Board Members and (ii) oversees and, as appropriate,
makes recommendations to the Board regarding other fund governance-related
matters, including but not limited to Board compensation practices, retirement
policies, self-evaluations of effectiveness, review of possible conflicts of
interest and independence issues involving Board Members, allocations of
assignments and functions of committees of the Board, and share ownership
policies. The members of the Nominating/Corporate Governance Committee are Henry
P. Becton, Jr. (Chair), Graham E. Jones, Rebecca W. Rimel and Jean Gleason
Stromberg. The Nominating/Corporate Governance Committee (previously known as
the Committee on Independent Directors) held three (3) meetings during the
calendar year 2006.
The Valuation Committee oversees Fund valuation matters, reviews valuation
procedures adopted by the Board, determines the fair value of the Fund's
securities as needed in accordance with the valuation procedures when actual
market values are unavailable and performs such other tasks as the full Board
deems necessary or appropriate. The members of the Valuation Committee are Keith
R. Fox, Kenneth C. Froewiss, Martin J. Gruber, Richard J. Herring and Philip
Saunders, Jr. (Chair). The Valuation Committee held six (6) meetings during the
calendar year 2006.
The Board has established two Investment Oversight Committees, one focusing on
Funds primarily investing in equity securities (the "Equity Oversight
Committee") and one focusing on Funds primarily investing in fixed income
securities (the "Fixed Income Oversight Committee"). These Committees meet
regularly with Fund portfolio managers and other investment personnel to review
the relevant Funds' investment strategies and investment performance. The
members of the Equity Oversight Committee are Henry P. Becton, Jr., Martin J.
Gruber (Chair), Richard J. Herring, Rebecca W. Rimel, Philip Saunders, Jr. and
Carl W. Vogt. The members of the Fixed Income Oversight Committee are Dawn-Marie
Driscoll, Keith R. Fox, Kenneth C. Froewiss, Graham E. Jones, William N. Searcy,
Jr. (Chair) and Jean Gleason Stromberg. Each Investment Oversight Committee held
six (6) meetings during the calendar year 2006.
42
The Marketing/Distribution/Shareholder Service Committee oversees (i) the
quality, costs and types of shareholder services provided to the Funds and their
shareholders, and (ii) the distribution-related services provided to the Funds
and their shareholders. The members of the Marketing/Distribution/Shareholder
Service Committee are Martin J. Gruber, Richard J. Herring (Chair), Rebecca W.
Rimel, Jean Gleason Stromberg and Carl W. Vogt. The
Marketing/Distribution/Shareholder Service Committee held six (6) meetings
during the calendar year 2006.
The Legal/Regulatory/Compliance Committee oversees (i) the significant legal
affairs of the Funds, including the handling of pending or threatened litigation
or regulatory action involving the Funds, (ii) general compliance matters
relating to the Funds and (iii) proxy voting. The members of the
Legal/Regulatory/Compliance Committee are Henry P. Becton, Jr., Dawn-Marie
Driscoll, Rebecca W. Rimel, William N. Searcy, Jr., Jean Gleason Stromberg and
Carl W. Vogt (Chair). The Legal/Regulatory/Compliance Committee held six (6)
meetings during the calendar year 2006.
The Expense/Operations Committee (i) monitors the Fund's total operating expense
levels, (ii) oversees the provision of administrative services to the Fund,
including the Fund's custody, fund accounting and insurance arrangements, and
(iii) reviews the Fund's investment advisers' brokerage practices, including the
implementation of related policies. The members of the Expense/Operations
Committee are Henry P. Becton, Jr., Dawn-Marie Driscoll, Keith R. Fox, Kenneth
C. Froewiss, Graham E. Jones (Chair), Philip Saunders, Jr. and William N.
Searcy, Jr. This committee held seven (7) meetings during the calendar year
2006.
Ad Hoc Committees. In addition to the standing committees described above, from
time to time the Board also forms ad hoc committees to consider specific issues.
In 2006, various ad hoc committees of the Board held an additional seven (7)
meetings.
Remuneration. Each Independent Board Member receives compensation from the Fund
for his or her services, which includes an annual retainer and an attendance fee
for each meeting attended. No additional compensation is paid to any Independent
Board Member for travel time to meetings, attendance at directors' educational
seminars or conferences, service on industry or association committees,
participation as speakers at directors' conferences or service on special fund
industry director task forces or subcommittees. Independent Board Members do not
receive any employee benefits such as pension or retirement benefits or health
insurance from the Fund or any fund in the DWS fund complex.
Members of the Board who are officers, directors, employees or stockholders of
Deutsche Asset Management or its affiliates receive no direct compensation from
a Fund, although they are compensated as employees of Deutsche Asset Management,
or its affiliates, and as a result may be deemed to participate in fees paid by
the Funds. The following tables show compensation from the Fund and aggregate
compensation from all of the funds in the DWS fund complex received by each
Board Member during the calendar year 2006. Mr. Schwarzer became a member of the
Board on May 5, 2006, is an interested person of the Funds and received no
compensation from the Funds or any fund in the DWS fund complex during the
relevant periods.
Total Compensation
Aggregate Compensation from Fund and
Name of Board Member from Fund DWS Fund Complex(1)
- -------------------- --------- -------------------
Henry P. Becton, Jr.(3)(5) $527 $189,000
Dawn-Marie Driscoll(2)(3)(4)(5) $735 $251,000
Keith R. Fox(3)(4)(5) $564 $195,000
Kenneth C. Froewiss(3)(4)(5) $623 $234,988
Martin J. Gruber(3)(5) $1,488 $188,000
Richard J. Herring(3)(4)(5) $1,285 $184,000
Graham E. Jones(3)(4)(5) $1,445 $206,000
Rebecca W. Rimel(3)(5) $1,466 $185,000
Philip Saunders, Jr.(3)(4)(5) $1.632 $207,000
William N. Searcy, Jr.(3)(4)(5) $1,623 $206,000
43
Total Compensation
Aggregate Compensation from Fund and
Name of Board Member from Fund DWS Fund Complex(1)
- -------------------- --------- -------------------
Jean Gleason Stromberg(3)(4)(5) $606 $202,000
Carl W. Vogt(3)(5) $527 $189,000
(1) The DWS Fund Complex is composed of 155 funds as of December 31, 2006.
(2) Includes $50,000 in annual retainer fees in Ms. Driscoll's role as
Chairperson of the Board.
(3) For each Board Member, except Mr. Becton, Mr. Froewiss and Mr. Vogt,
total compensation for calendar year 2006 includes compensation for
service on the boards of 34 trusts/corporations comprised of 87
funds/portfolios. For Messrs. Becton and Vogt total compensation for
calendar year 2006 includes compensation for service on the boards of
32 trusts/corporations comprised of 85 funds/portfolios. For Mr.
Froewiss total compensation for calendar year 2006 includes
compensation for services on the boards of 37 trusts/corporations
comprised of 90 funds/portfolios.
(4) Aggregate compensation includes amounts paid to the Board Members for
special meetings of ad hoc committees of the board in connection with
the possible consolidation of the various DWS Fund boards and funds,
meetings for considering fund expense simplification initiatives, and
consideration of issues specific to the Funds' direct shareholders
(i.e., those shareholders who did not purchase shares through financial
intermediaries). Such amounts totaled $16,000 for Ms. Driscoll, $1,000
for Mr. Fox, $17,000 for Mr. Froewiss, $1,000 for Dr. Herring, $16,000
for Mr. Jones, $17,000 for Dr. Saunders, $16,000 for Mr. Searcy and
$16,000 for Ms. Stromberg. These meeting fees were borne by the
applicable DWS Funds.
(5) During calendar year 2006, the total number of funds overseen by each
Board Member was 87 funds, except for Mr. Becton and Mr. Vogt, who
oversaw 85 funds, and Mr. Froewiss, who oversaw 90 funds.
Board Member Ownership in the Fund (1)
The following table shows the dollar range of equity securities beneficially
owned by each Board Member in the Fund and DWS Fund Complex as of December 31,
2006.
Dollar Range of Aggregate Dollar Range of
Beneficial Ownership Ownership in all Funds Overseen by
in DWS Equity Partners Board Member
Board Member Fund in the DWS Fund Complex(2)
- ------------ ---- --------------------------
Independent Board Member:
- -------------------------
Henry P. Becton, Jr. None Over $100,000
Dawn-Marie Driscoll None Over $100,000
Keith R. Fox None Over $100,000
Kenneth C. Froewiss None Over $100,000
Martin J. Gruber None Over $100,000
Richard J. Herring None Over $100,000
Graham E. Jones None Over $100,000
Rebecca W. Rimel None Over $100,000
Philip Saunders, Jr. None Over $100,000
William N. Searcy, Jr. None Over $100,000
Jean Gleason Stromberg None Over $100,000
Carl W. Vogt None Over $100,000
44
Dollar Range of Aggregate Dollar Range of
Beneficial Ownership Ownership in all Funds Overseen by
in DWS Equity Partners Board Member
Board Member Fund in the DWS Fund Complex(2)
- ------------ ---- --------------------------
Interested Board Member:
- ------------------------
Axel Schwarzer None Over $100,000
(1) The amount shown includes share equivalents of funds which the Board
Member is deemed to be invested pursuant to the Fund's deferred
compensation plan. The inclusion therein of any shares deemed
beneficially owned does not constitute an admission of beneficial
ownership of the shares.
(2) Securities beneficially owned as defined under the 1934 Act include
direct and/or indirect ownership of securities where the Board Member's
economic interest is tied to the securities, employment ownership and
securities when the Board Member can exert voting power and when the
Board Member has authority to sell the securities. The dollar ranges
are: None, $1-$10,000, $10,001-$50,000, $50,001-$100,000, over
$100,000.
Ownership in Securities of the Advisor and Related Companies
As reported to the Fund, the information in the following table reflects
ownership by the Independent Board Members and their immediate family members of
certain securities as of December 31, 2006. An immediate family member can be a
spouse, children residing in the same household including step and adoptive
children and any dependents. The securities represent ownership in the Advisor
or principal underwriter of the Fund and any persons (other than a registered
investment company) directly or indirectly controlling, controlled by, or under
common control with the Advisor or principal underwriter of the Fund (including
Deutsche Bank AG).
Value of Percent of
Owner and Securities on Class on an
Independent Relationship to Title of an Aggregate Aggregate
Board Member Board Member Company Class Basis Basis
- ------------ ------------ ------- ----- ----- -----
Henry P. Becton, Jr. None
Dawn-Marie Driscoll None
Keith R. Fox None
Kenneth C. Froewiss None
Martin J. Gruber None
Richard J. Herring None
Graham E. Jones None
Rebecca W. Rimel None
Philip Saunders, Jr. None
William N. Searcy, Jr. None
Jean Gleason Stromberg None
Carl W. Vogt None
Securities Beneficially Owned
As of September 7, 2007, the Board Members and officers of the Corporation
owned, as a group, less than 1% of the outstanding shares of the Fund.
To the best of the Fund's knowledge, as of September 7, 2007, no person owned of
record or beneficially 5% or more of any class of the Fund's outstanding shares,
except as noted below.
45
Name and Address of Investor Ownership Shares % of Total Shares
- -------------------------------------- ------ -----------------
PERSHING LLC 955,015.89 21.20% of Institutional Class
JERSEY CITY NJ 07303-2052
NFS LLC FBO 797,351.76 17.70% of Institutional Class
FIIOC AS AGENT FBO
QUALIFIED EMPLOYEE BENEFIT
PLANS 401K FINOPS-IC FUNDS
COVINGTON KY 41015-1987
WELLS FARGO BANK NA FBO 480,003.36 10.66% of Institutional Class
NMC LLC 401K SAVINGS
MINNEAPOLIS MN 55480-1533
MERCANTILE SAFE DEP & TRUST CO 475,826.40 10.56% of Institutional Class
FBO CALVERT SCHOOL PENSION PLAN
ATTN MUTUAL FUNDS
LINTHICUM MD 21090
STATE STREET BANK & TRUST CO 415,680.11 9.23% of Institutional Class
CUST FBO SCUDDER PATHWAY SERIES
GROWTH PORTFOLIO
QUINCY MA 02171-2105
STATE STREET BANK & TRUST CO 370,194.57 8.22% of Institutional Class
CUST FBO SCUDDER PATHWAY SERIES
BALANCED PORTFOLIO
QUINCY MA 02171-2105
MLPF&S FOR THE SOLE BENEFIT OF 35,506.22 15.38% of Class B
ITS CUSTOMERS
ATTN FUND ADM (97HB0)
JACKSONVILLE FL 32246-6484
MLPF&S FOR THE SOLE BENEFIT OF 35,776.99 8.60% of Class C
ITS CUSTOMERS
ATTN FUND ADM (97HB0)
JACKSONVILLE FL 32246-6484
Agreement to Indemnify Independent Directors for Certain Expenses
In connection with litigation or regulatory action related to possible improper
market timing or other improper trading activity or possible improper marketing
and sales activity in the Funds, each Fund's investment advisor has agreed,
subject to applicable law and regulation, to indemnify and hold harmless the
applicable Funds against any and all loss, damage, liability and expense,
arising from market timing or marketing and sales matters alleged in any
enforcement actions brought by governmental authorities involving or potentially
affecting the Funds or the investment advisor ("Enforcement Actions") or that
are the basis for private actions brought by shareholders of the Funds against
the Funds, their directors and officers, the Funds' investment advisor and/or
certain other parties ("Private Litigation"), or any proceedings or actions that
may be threatened or commenced in the future by any person (including
governmental authorities), arising from or similar to the matters alleged in the
Enforcement Actions or Private Litigation. In recognition of its undertaking to
indemnify the applicable Funds and in light of the rebuttable presumption
generally afforded to independent directors/trustees of investment companies
that they have
46
not engaged in disabling conduct, each Fund's investment advisor has also
agreed, subject to applicable law and regulation, to indemnify the applicable
Funds' Independent Directors against certain liabilities the Independent
Directors may incur from the matters alleged in any Enforcement Actions or
Private Litigation or arising from or similar to the matters alleged in the
Enforcement Actions or Private Litigation, and advance expenses that may be
incurred by the Independent Director in connection with any Enforcement Actions
or Private Litigation. The applicable investment advisor is not, however,
required to provide indemnification and advancement of expenses: (1) with
respect to any proceeding or action with respect to which the applicable Fund's
Board determines that the Independent Director ultimately would not be entitled
to indemnification or (2) for any liability of the Independent Director to the
Funds or their shareholders to which the Independent Director would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the Independent Director's duties as a director or trustee
of the Funds as determined in a final adjudication in such action or proceeding.
The estimated amount of any expenses that may be advanced to the Independent
Directors or indemnity that may be payable under the indemnity agreements is
currently unknown. These agreements by each Fund's investment advisor will
survive the termination of the investment management agreements between the
applicable investment advisor and the Funds.
Code of Ethics
The Fund, the Advisor, the Subadvisor and the Fund's principal underwriter have
each adopted codes of ethics under Rule 17j-1 under the 1940 Act. Board members,
officers of the Fund and employees of the Advisor, Subadvisor and principal
underwriter are permitted to make personal securities transactions, including
transactions in securities that may be purchased or held by the Fund, subject to
requirements and restrictions set forth in the applicable Code of Ethics. The
Advisor's and Subadvisor's Codes of Ethics contain provisions and requirements
designed to identify and address certain conflicts of interest between personal
investment activities and the interests of the Fund. Among other things, the
Advisor's and Subadvisor's Codes of Ethics prohibit certain types of
transactions absent prior approval, imposes time periods during which personal
transactions may not be made in certain securities, and require the submission
of duplicate broker confirmations and quarterly reporting of securities
transactions. Additional restrictions apply to portfolio managers, traders,
research analysts and others involved in the investment advisory process.
Exceptions to these and other provisions of the Advisor's and Subadvisor's Codes
of Ethics may be granted in particular circumstances after review by appropriate
personnel.
Pursuant to Deutsche Asset Management procedures approved by the Boards on
behalf of the DWS funds, proof of claim forms are routinely filed on behalf of
the DWS funds by a third party service provider, with certain limited
exceptions. The Boards of the DWS funds receive periodic reports regarding the
implementation of these procedures.
INVESTMENT ADVISORY AND OTHER SERVICES
Investment Advisor
The Fund has retained the services of Deutsche Investment Management Americas
Inc. ("DIMA" or the "Advisor") as the investment advisor. DIMA is located at 345
Park Avenue, New York, New York, 10154.
On March 31, 2007, the Fund's previous Advisor, Investment Company Capital Corp.
("ICCC"), merged into DIMA. Prior to March 31, 2007, ICCC was the investment
advisor to the Fund. As a result of the merger, DIMA is now the investment
advisor. The new investment management agreement with DIMA was approved by the
Board and is identical in substance to the prior investment management agreement
recently approved by shareholders (the "Investment Management Agreement").
The Advisor is an indirect, wholly owned subsidiary of Deutsche Bank AG
("Deutsche Bank"). Deutsche Bank is a banking company with limited liability
organized under the laws of the Federal Republic of Germany. Deutsche Bank AG is
the parent company of a group consisting of banks, capital markets companies,
fund management companies, mortgage banks, a property finance company,
installments financing and leasing companies, insurance companies, research and
consultancy companies and other domestic and foreign companies.
47
DeAM is the marketing name in the US for the asset management activities of
Deutsche Bank, DIMA, Deutsche Asset Management Inc., Deutsche Bank Trust Company
Americas and DWS Trust Company. DeAM is a global asset management organization
that offers a wide range of investing expertise and resources, including
hundreds of portfolio managers and analysts and an office network that reaches
the world's major investment centers. This well-resourced global investment
platform brings together a wide variety of experience and investment insight,
across industries, regions, asset classes and investing styles. DIMA is an
indirect, wholly owned subsidiary of Deutsche Bank. Deutsche Bank is a major
global banking institution that is engaged in a wide range of financial
services, including investment management, mutual fund, retail, private and
commercial banking, investment banking and insurance. The term "DWS Scudder" is
the designation given to the products and services provided by DeAM and its
affiliates to the DWS Mutual Funds.
Pursuant to the Investment Management Agreement, the Advisor provides continuing
investment management of the assets of the Fund. In addition to the investment
management of the assets of the Fund, the Advisor determines the investments to
be made for the Fund, including what portion of its assets remain uninvested in
cash or cash equivalents, and with whom the orders for investments are placed,
consistent with the Fund's policies as stated in its Prospectus and SAI, or as
adopted by the Fund's Board. The Advisor will also monitor, to the extent not
monitored by the Fund's administrator or other agent, the Fund's compliance with
its investment and tax guidelines and other compliance policies.
The Advisor provides assistance to the Fund's Board in valuing the securities
and other instruments held by the Fund, to the extent reasonably required by
valuation policies and procedures that may be adopted by the Fund.
Pursuant to the Investment Management Agreement, (unless otherwise provided in
the agreement or as determined by the Fund's Board and to the extent permitted
by applicable law), the Advisor pays the compensation and expenses of all the
Board members, officers, and executive employees of the Fund, including the
Fund's share of payroll taxes, who are affiliated persons of the Advisor.
The Investment Management Agreement provides that the Fund is generally
responsible for expenses that include: fees payable to the Advisor; outside
legal, accounting or auditing expenses, including with respect to expenses
related to negotiation, acquisition or distribution of portfolio investments;
maintenance of books and records that are maintained by the Fund, the Fund's
custodian, or other agents of the Fund; taxes and governmental fees; fees and
expenses of the Fund's accounting agent, custodian, sub-custodians,
depositories, transfer agents, dividend reimbursing agents and registrars;
payment for portfolio pricing or valuation services to pricing agents,
accountants, bankers and other specialists, if any; brokerage commissions or
other costs of acquiring or disposing of any portfolio securities or other
instruments of the Fund; and litigation expenses and other extraordinary
expenses not incurred in the ordinary course of the Fund's business.
The Investment Management Agreement allows the Advisor to delegate any of its
duties under the Agreement to a subadvisor, subject to a majority vote of the
Board of the Fund, including a majority of the Board who are not interested
persons of the Fund, and, if required by applicable law, subject to a majority
vote of the Fund's shareholders.
The Investment Management Agreement provides that the Advisor shall not be
liable for any error of judgment or mistake of law or for any loss suffered by
the Fund in connection with matters to which the agreement relates, except a
loss resulting from willful malfeasance, bad faith or gross negligence on the
part of the Advisor in the performance of its duties or from reckless disregard
by the Advisor of its obligations and duties under the agreement. The Investment
Management Agreement may be terminated at any time, without payment of penalty,
by either party or by vote of a majority of the outstanding voting securities of
the Fund on 60 days' written notice.
In addition, the Board and shareholders have approved a subadvisor approval
policy for the Fund (the "Subadvisor Approval Policy"). The Subadvisor Approval
Policy permits the Advisor, subject to the approval of the Board, including a
majority of its independent board members, to appoint and replace subadvisors
and to amend sub-advisory contracts without obtaining shareholder approval.
Under the Subadvisor Approval Policy, the Board, including its independent board
members, will continue to evaluate and approve all new sub-advisory contracts
48
between the Advisor and any subadvisor, as well as all changes to any existing
sub-advisory contract. The Fund cannot implement the Subadvisor Approval Policy
without the SEC either adopting revisions to current rules (as it proposed to do
in October 2003) or granting the Fund exemptive relief from existing rules. The
Fund and the Advisor would be subject to certain conditions imposed by the SEC
(and certain conditions that may be imposed in the future within either
exemptive relief or a rule) to ensure that the interests of the Fund and its
shareholders are adequately protected whenever the Advisor acts under the
Subadvisor Approval Policy, including any shareholder notice requirements.
The Fund pays the Advisor an advisory fee at the annual rate of 0.915% for the
first $50 million of average daily net assets, 0.765% for the next $50 million
of average daily net assets, 0.715% for the next $100 million of average daily
net assets, 0.615% for daily net assets over $200 million. The fee is payable
monthly, provided that the Fund will make such interim payments as may be
requested by the Advisor not to exceed 79% of the amount of the fee then accrued
on the books of the Fund and unpaid. Prior to July 1, 2006, the Fund paid ICCC
an annual fee based on the Fund's average daily net assets. That fee was
calculated daily and paid monthly, at the following annual rates: 1.00% of the
first $50 million, 0.85% of the next $50 million, 0.80% of the next $100
million, and 0.70% of the amount in excess of $200 million.
The advisory fees paid by the Fund for its last three fiscal years ending May 31
are shown in the table below.
Year Ended May 31,
Fees Paid To: 2007 2006 2005
- ------------- ---- ----- ----
DIMA $3,112,5860 $0 $0
ICCC $0 $2,964,149 $2,367,342
Through September 30, 2008, the Advisor has contractually agreed to waive all or
a portion of its management fees and reimburse or pay operating expenses of the
fund to the extent necessary to maintain the fund's total operating expenses at
ratios no higher than 2.10% for Class B shares, excluding certain expenses such
as extraordinary expenses, taxes, brokerage, interest and organizational and
offering expenses, and proxy expenses. Although there can be no assurance that
the current waiver/expense reimbursement arrangement will be maintained beyond
September 30, 2008, the Advisor has committed to review the continuance of
waiver/expense reimbursement arrangements by September 30, 2008.
The Advisor may enter into arrangements with affiliates and third party service
providers to perform various administrative, back-office and other services
relating to client accounts. Such service providers may be located in the US or
in non-US jurisdictions.
Subadvisor
Alex. Brown Investment Management LLC ("ABIM"), the Fund's Subadvisor, a
registered investment advisor, is a Maryland Limited Liability Company owned by
J. Dorsey Brown; Buppert, Behrens & Owens, Inc. (a company organized by three
principals of ABIM); R. Hutchings Vernon; Richard W. Palmer; Joseph J. Quingert;
Patrick J. O'Brien and Nina K. Yudell. DIMA also serves as investment advisor
and ABIM also serves as subadvisor to other funds in the DWS family of funds.
Under the Investment Management Agreement, DIMA obtains and evaluates economic,
statistical and financial information to formulate and implement investment
policies for the Fund. DIMA has delegated this responsibility to ABIM, provided
that DIMA continues to supervise the performance of ABIM and report thereon to
the Fund's Board of Directors. Any investment program undertaken by DIMA or ABIM
will at all times be subject to the policies and control of the Fund's Board of
Directors. DIMA will provide the Fund with office space for managing its
affairs, with the services of required executive personnel and with certain
clerical and bookkeeping services and facilities. These services are provided by
DIMA without reimbursement by the Fund for any costs. Neither DIMA nor ABIM
shall be liable to the Fund or its shareholders for any act or omission by DIMA
or ABIM or any losses
49
sustained by the Fund or its shareholders except in the case of willful
misfeasance, bad faith, gross negligence, or reckless disregard of duty. The
services of DIMA and ABIM to the Fund are not exclusive and DIMA and ABIM are
free to render similar services to others.
As compensation for its services, ABIM is entitled to receive a fee from DIMA,
payable from its advisory fee, based on the Fund's average daily net assets.
This fee is calculated daily and payable monthly, at the annual rate of 0.65% of
the first $50 million of average daily net assets, 0.50% of the next $150
million of average daily net assets, and 0.40% of the amount over $200 million
of average daily net assets.
Sub-advisory fees paid by DIMA, (and previously by ICCC) to ABIM for the last
three fiscal years were as follows:
Year Ended May 31,
Fees Paid To: 2007 2006 2005
- ------------- ---- ----- ----
ABIM $2,050,559 $6,358,839 $1,436,726
Administrative Service Agreement
The Fund recently entered into an administrative services agreement with the
Advisor (the "Administrative Services Agreement"), pursuant to which the Advisor
provides administrative services to the Fund including, among others, providing
the Fund with personnel, preparing and making required filings on behalf of the
Fund, maintaining books and records for the Fund, and monitoring the valuation
of Fund securities. For all services provided under the Administrative Services
Agreement, the Fund pays the Advisor a fee, computed daily and paid monthly, of
0.100% of the Fund's average daily net assets. For the fiscal year ended May 31,
2007, the Advisor received an administrative fee of $413,517 of which $41,109
was unpaid by the Fund. Under the Administrative Services Agreement, the Advisor
is obligated on a continuous basis to provide such administrative services as
the Board of the Fund reasonably deems necessary for the proper administration
of the Fund. The Advisor provides the Fund with personnel; arranges for the
preparation and filing of the Fund's tax returns; prepares and submits reports
and meeting materials to the Board and the shareholders; prepares and files
updates to the Fund's Prospectuses and statement of additional information as
well as other reports required to be filed by the SEC; maintains the Fund's
records; provides the Fund with office space, equipment and services;
supervises, negotiates the contracts of and monitors the performance of third
parties contractors; oversees the tabulation of proxies; monitors the valuation
of portfolio securities and monitors compliance with Board-approved valuation
procedures; assists in establishing the accounting and tax policies of the Fund;
assists in the resolution of accounting issues that may arise with respect to
the Fund; establishes and monitors the Fund's operating expense budgets; reviews
and processes the Fund's bills; assists in determining the amount of dividends
and distributions available to be paid by the Fund, prepares and arranges
dividend notifications and provides information to agents to effect payments
thereof; provides to the Board periodic and special reports; provides assistance
with investor and public relations matters; and monitors the registration of
shares under applicable federal and state law. The Advisor also performs certain
fund accounting services under the Administrative Services Agreement. The
Administrative Services Agreement provides that the Advisor will not be liable
under the Administrative Services Agreement except for willful misfeasance, bad
faith or negligence in the performance of its duties or from the reckless
disregard by it of its duties and obligations thereunder.
Pursuant to an agreement between the Administrator and State Street Bank and
Trust Company ("SSB"), the Administrator has delegated certain administrative
functions to SSB. The costs and expenses of such delegation are borne by the
Administrator, not by the Fund.
Pursuant to Deutsche Asset Management procedures approved by the Boards on
behalf of the DWS funds, proof of claim forms are routinely filed on behalf of
the DWS funds by a third party service provider, with certain limited
exceptions. The Boards of the DWS funds receive periodic reports regarding the
implementation of these procedures.
50
Compensation of Portfolio Managers
All portfolio managers at ABIM are paid a fixed salary and bonuses, which are
paid out of a bonus pool that is calculated as a percentage of ABIM's operating
income. Portfolio managers that have an ownership interest in ABIM are paid
bonuses which are a fixed percentage of the bonus pool. Non-ownership portfolio
managers are compensated according to management's judgment of their
contributions to the firm vs. a set of goals that are established each year.
These goals are not firm-wide and vary according to the portfolio manager.
There is no difference in compensation, or in the method used to determine
compensation, for the management of the fund vs. the management of other
accounts.
Fund Ownership of Portfolio Managers
The following table shows the dollar range of shares owned beneficially and of
record by each member of the Fund's portfolio management team in the Fund,
including investments by their immediate family members sharing the same
household and amounts invested through retirement and deferred compensation
plans. This information is provided as of the Fund's most recent fiscal year
end.
Name of Dollar Range of
Portfolio Manager Fund Shares Owned
- ----------------- -----------------
Hobart C. Buppert II $100,001 - $500,000
Lee S. Owen Over $1 million
Nina K. Yudell $50,001 - $100,000
Conflicts of Interest
In addition to managing the assets of the Fund, the Fund's portfolio managers
may have responsibility for managing other client accounts of the Advisor or its
affiliates. The tables below show, for each portfolio manager, the number and
asset size of (1) SEC registered investment companies (or series thereof) other
than the Fund, (2) pooled investment vehicles that are not registered investment
companies and (3) other accounts (e.g., accounts managed for individuals or
organizations) managed by each portfolio manager. The tables also show the
number of performance based fee accounts, as well as the total assets of the
accounts for which the advisory fee is based on the performance of the account.
This information is provided as of the Fund's most recent fiscal year end.
Other SEC Registered Investment Companies Managed:
Number of Number of Investment Total Assets of
Registered Total Assets of Registered Company Accounts with Performance-Based
Name of Portfolio Investment Investment Performance- Fee
Manager Companies Companies Based Fee Accounts
- ------- --------- --------- --------- --------
Hobart C. Buppert II 2 $884,196,565 0 $0
Lee S. Owen 1 $489,730,867 0 $0
Nina K. Yudell 1 $489,730,867 0 $0
Other Pooled Investment Vehicles Managed:
Number of Number of Pooled Total Assets of
Pooled Total Assets of Pooled Investment Vehicle Performance-Based
Name of Portfolio Investment Investment Accounts with Fee
Manager Vehicles Vehicles Performance-Based Fee Accounts
- ------- -------- -------- --------------------- --------
Hobart C. Buppert II 0 $0 0 $0
51
Number of Number of Pooled Total Assets of
Pooled Total Assets of Pooled Investment Vehicle Performance-Based
Name of Portfolio Investment Investment Accounts with Fee
Manager Vehicles Vehicles Performance-Based Fee Accounts
- ------- -------- -------- --------------------- --------
Hobart C. Buppert II 0 $0 0 $0
Lee S. Owen 0 $0 0 $0
Nina K. Yudell 0 $0 0 $0
Other Accounts Managed:
Total Assets of
Number of Number of Other Accounts Performance-Based
Name of Portfolio Other Total Assets of with Performance- Fee
Manager Accounts Other Accounts Based Fee Accounts
- ------- -------- -------------- --------- --------
Hobart C. Buppert II 33 $875,767,660 0 $0
Lee S. Owen 37 $1,251,873,940 0 $0
Nina K. Yudell 26 $195,312,319 0 $0
Real, potential or apparent conflicts of interest may arise when a portfolio
manager has day-to-day portfolio management responsibilities with respect to
more than one fund or account, including the following:
o Certain investments may be appropriate for the Fund and also for other
clients advised by the Advisor, including other client accounts managed
by the Fund's portfolio management team. Investment decisions for the
Fund and other clients are made with a view to achieving their
respective investment objectives and after consideration of such
factors as their current holdings, availability of cash for investment
and the size of their investments generally. A particular security may
be bought or sold for only one client or in different amounts and at
different times for more than one but less than all clients. Likewise,
because clients of the Advisor may have differing investment
strategies, a particular security may be bought for one or more clients
when one or more other clients are selling the security. The investment
results achieved for the Fund may differ from the results achieved for
other clients of the Advisor. In addition, purchases or sales of the
same security may be made for two or more clients on the same day. In
such event, such transactions will be allocated among the clients in a
manner believed by the Advisor to be most equitable to each client,
generally utilizing a pro rata allocation methodology. In some cases,
the allocation procedure could potentially have an adverse effect or
positive effect on the price or amount of the securities purchased or
sold by the Fund. Purchase and sale orders for the Fund may be combined
with those of other clients of the Advisor in the interest of achieving
the most favorable net results to the Fund and the other clients.
o To the extent that a portfolio manager has responsibilities for
managing multiple client accounts, a portfolio manager will need to
divide time and attention among relevant accounts. The Advisor attempts
to minimize these conflicts by aligning its portfolio management teams
by investment strategy and by employing similar investment models
across multiple client accounts.
o In some cases, an apparent conflict may arise where the Advisor has an
incentive, such as a performance-based fee, in managing one account and
not with respect to other accounts it manages. The Advisor will not
determine allocations based on whether it receives a performance-based
fee from the client. Additionally, the Advisor has in place supervisory
oversight processes to periodically monitor performance deviations for
accounts with like strategies.
In addition to the accounts above, an investment professional may manage
accounts in a personal capacity that may include holdings that are similar to,
or the same as, those of the fund. ABIM has in place a Code of Ethics that is
designed to address conflicts of interest and that, among other things, imposes
restrictions on the ability of portfolio managers and other "access persons" to
invest in securities that may be recommended or traded in the Fund and other
client accounts.
52
The Advisor is owned by Deutsche Bank AG, a multi-national financial services
company. Therefore, the Advisor is affiliated with a variety of entities that
provide, and/or engage in commercial banking, insurance, brokerage, investment
banking, financial advisory, broker-dealer activities (including sales and
trading), hedge funds, real estate and private equity investing, in addition to
the provision of investment management services to institutional and individual
investors. Since Deutsche Bank AG, its affiliates, directors, officers and
employees (the "Firm") are engaged in businesses and have interests other than
managing asset management accounts, such other activities involve real,
potential or apparent conflicts of interests. These interests and activities
include potential advisory, transactional and financial activities and other
interests in securities and companies that may be directly or indirectly
purchased or sold by the Firm for its clients' advisory accounts. These are
considerations of which advisory clients should be aware and which may cause
conflicts that could be to the disadvantage of the Advisor's advisory clients.
The Advisor has instituted business and compliance policies, procedures and
disclosures that are designed to identify, monitor and mitigate conflicts of
interest and, as appropriate, to report them to the Fund's Board.
Transfer Agent
DWS Scudder Investments Service Company ("DWS-SISC"), an affiliate of the
Advisor, serves as the Fund's transfer agent and dividend disbursing agent
pursuant to a transfer agency agreement. Under its transfer agency agreement
with the Fund, DWS-SISC maintains the shareholder account records for the Fund,
handles certain communications between shareholders and the Fund and causes to
be distributed any dividends and distributions payable by the Fund. ICCC may be
reimbursed by the Fund for its out-of-pocket expenses. For the fiscal year ended
May 31, 2007, the amount charged to the Fund by DWS-SISC for transfer agency
services aggregated $367,147, of which $53,091 was unpaid at May 31, 2007.
The Transfer Agent receives an annual service fee for each account of the Fund,
based on the type of account. For open retail accounts, the fee is a flat fee
ranging from $20.00 to $27.50 per account, for open wholesale money funds the
fee is $32.50 per account, while for certain retirement accounts serviced on the
recordkeeping system of ADP, Inc., the fee is a flat fee up to $3.46 per account
(as of October 2006, indexed to inflation) plus an asset based fee of up to
0.25% of average net assets. 1/12th of the annual service charge for each
account is charged and payable to the Transfer Agent each month. A fee is
charged for any account which at any time during the month had a share balance
in the Fund. Smaller fees are also charged for closed accounts for which
information must be retained on the Transfer Agent's system for up to 18 months
after closing for tax reporting purposes.
Certain out-of-pocket expenses incurred by the Transfer Agent, including
expenses of printing and mailing routine fund disclosure documents, costs of
record retention and transaction processing costs are reimbursed by the Fund or
are paid directly by the Fund. Certain additional out-of-pocket expenses,
including costs of computer hardware and software, third party record-keeping
and processing of proxy statements, may only be reimbursed by the Fund with the
prior approval of the Fund's Board.
Pursuant to a sub-transfer agency agreement between DWS-SISC and DST Systems,
Inc. ("DST"), DWS-SISC has delegated certain transfer agent and dividend paying
agent functions to DST. The costs and expenses of such delegation are borne by
DWS-SISC, not by the Fund.
Accounting
Prior to July 1, 2006, ICCC provided certain accounting services to the Fund
under a Master Services Agreement between the Fund and ICCC. As compensation for
these serviced, ICCC received an annual fee, calculated daily and paid monthly
as shown below.
Average Daily Net Assets Incremental Fee
- ------------------------ ---------------
0 - $10,000,000 $13,000 (fixed fee)
$10,000,000 - $20,000,000 0.100%
$20,000,000 - $30,000,000 0.080%
$30,000,000 - $40,000,000 0.060%
53
Average Daily Net Assets Incremental Fee
- ------------------------ ---------------
$40,000,000 - $50,000,000 0.050%
$50,000,000 - $60,000,000 0.040%
$60,000,000 - $70,000,000 0.030%
$70,000,000 - $100,000,000 0.020%
$100,000,000 - $500,000,000 0.015%
$500,000,000 - $1,000,000,000 0.005%
over $1,000,000,000 0.001%
For the fiscal year ended May 31, 2006, the amount charged to the Fund by ICCC
aggregated $99,548, of which $10,050 was unpaid.
In addition, the Fund reimbursed ICCC for certain out of pocket expenses
incurred in connection with ICCC's performance of its services under the Master
Services Agreement including express delivery service, independent pricing and
storage.
At its expense, ICCC delegated its fund accounting and related duties to DWS
Scudder Fund Accounting Corporation ("DWS-SFAC"), an affiliate of the Advisor.
DWS-SFAC and ICCC retained SSB and Trust Company to provide certain
administrative, fund accounting and record-keeping services to the Fund.
Custodian
SSB is the Fund's custodian. State Street is located at One Heritage Drive,
JPB/2N, North Quincy, MA 02171. As custodian, State Street will hold the Fund's
assets. Prior to July 18, 2003, Deutsche Bank Trust Company Americas (formerly,
Bankers Trust Company) 100 Plaza One, Jersey City, New Jersey, 07311, served as
custodian for the Fund pursuant to a custodian agreement.
Independent Registered Public Accounting Firm and Reports to Shareholders
The financial highlights of the Fund included in the Fund's Prospectuses and the
Financial Statements incorporated by reference in this Statement of Additional
Information have been so included or incorporated by reference in reliance on
the report of PricewaterhouseCoopers LLP, independent registered public
accounting firm, 125 High Street, Boston, MA 02110-2624, given on the authority
of said firm as experts in auditing and accounting. PricewaterhouseCoopers LLP
audits the financial statements of the Fund and provides other audit, tax and
related services. Shareholders will receive annual audited financial statements
and semi-annual unaudited financial statements.
Counsel
Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, New York 10019,
serves as counsel to the Fund.
Ropes & Gray, One International Place, Boston, Massachusetts 02110-2624, serves
as counsel to the Independent Trustees to the Trust.
DISTRIBUTION OF FUND SHARES
DWS-SDI, an affiliate of the Advisor, serves as the distributor of each class of
the Fund's shares pursuant to a Distribution Agreement. The terms and conditions
of the Distribution Agreement are exactly the same as the Distribution Agreement
with ICC Distributors, Inc., the distributor of the Fund prior to August 19,
2002. DWS-SDI enters into Selling Group Agreements with certain broker-dealers
(each a "Participating Dealer"). If a Participating Dealer previously had
agreements in place with DWS-SDI and ICC Distributors, Inc., the DWS-SDI
agreement will control. If the Participating Dealer did not have an agreement
with DWS-SDI, then the terms of the assigned ICC Distributors, Inc. agreement
will remain in effect. These Selling Group Agreements may be terminated by their
54
terms or by the terms of the Distribution Agreement, as applicable. DWS-SDI is a
wholly owned subsidiary of Deutsche Bank AG. The address for DWS-SDI is 222
South Riverside Plaza, Chicago, IL 60606.
The Distribution Agreement provides that the Distributor shall: (i) use
reasonable efforts to sell shares upon the terms and conditions contained in the
Distribution Agreement and the Fund's then-current Prospectuses; (ii) use its
best efforts to conform with the requirements of all federal and state laws
relating to the sale of the Shares; (iii) adopt and follow procedures as may be
necessary to comply with the requirements of the National Association of
Securities Dealers, Inc. and any other applicable self-regulatory organization;
(iv) perform its duties under the supervision of and in accordance with the
directives of the Fund's Board of Directors and the Fund's Articles of
Incorporation and By-Laws; and (v) provide the Fund's Board of Directors with a
written report of the amounts expended in connection with the Distribution
Agreement. The Distributor shall devote reasonable time and effort to effect
sales of Shares but shall not be obligated to sell any specific number of
Shares. The services of the Distributor are not exclusive and the Distributor
shall not be liable to the Fund or its shareholders for any error of judgment or
mistake of law, for any losses arising out of any investment, or for any action
or inaction of the Distributor in the absence of bad faith, willful misfeasance,
or gross negligence in the performance of its duties or obligations under the
Distribution Agreement or by reason of the reckless disregard of its duties and
obligations under the Distribution Agreement. The Distribution Agreement further
provides that the Fund and the Distributor will mutually indemnify each other
for losses relating to disclosures in the Fund's registration statement.
The Distribution Agreement may be terminated at any time upon 60 days' written
notice by the Fund, without penalty, by the vote of a majority of the Fund's
Non-Interested Directors or by a vote of a majority of the Fund's outstanding
Shares of the related class (as defined under "Capital Stock") or upon 60 days'
written notice by the Distributor and shall automatically terminate in the event
of an assignment. The Distribution Agreement has an initial term of one year
from the date of effectiveness. It shall continue in effect thereafter with
respect to each class of the Fund provided that it is approved at least annually
by (i) a vote of a majority of the outstanding voting securities of the related
class of the Fund or (ii) a vote of a majority of the Fund's Board of Directors
including a majority of the Non-Interested Directors and, with respect to each
class of the Fund for which there is a plan of distribution, so long as such
plan of distribution is approved at least annually by the Non-Interested
Directors in person at a meeting called for the purpose of voting on such
approval.
DWS-SDI and certain broker-dealers ("Participating Dealers") have entered into
Sub-Distribution Agreements under which such Participating Dealers have agreed
to process investor purchase and redemption orders and respond to inquiries from
shareholders concerning the status of their accounts and the operations of the
Fund. Any Sub-Distribution Agreement may be terminated or assigned by either
party, without penalty, by the vote of a majority of the Fund's Non-Interested
Directors or by a vote of a majority of the outstanding voting securities of the
Fund in the same manner as the Distribution Agreement.
DWS-SDI has adopted an Incentive Plan (the "Plan") covering wholesalers that are
regional vice presidents ("DWS Scudder Wholesalers"). Generally, DWS Scudder
Wholesalers market shares of the DWS funds to your financial advisor, who in
turn may recommend that you purchase shares of a DWS fund. The Plan is an
incentive program that combines a monthly incentive component with a quarterly
strategic bonus component. Under the Plan, DWS Scudder Wholesalers will receive
a monetary monthly incentive based on the amount of sales generated from their
marketing of the funds, and that incentive will differ depending on the product
category of the fund. Each fund is assigned to one of four product categories
- --"Core," "Strategic," "Satellite" or "Non-CSS" -- taking into consideration,
among other things, the following criteria, where applicable:
o The Fund's 3-year performance;
o The Fund's Morningstar rating;
o Market size for the fund category;
o The Fund's size, including sales and redemptions of the Fund's shares;
o The length of time the Fund's Portfolio Managers have managed the Fund;
and
55
o The Fund's consistency with DWS Scudder's branding.
This information and other factors are presented to a committee comprised of
representatives from various groups within DWS Scudder, who review on a
quarterly basis the funds assigned to each product category described above, and
make any changes to those assignments at that time. No one factor, whether
positive or negative, determines a fund's placement in a given category; all
these factors together are considered, and the designation of funds in the Core,
Strategic, Satellite and non-CSS categories represents management's judgment
based on the above criteria. In addition, management may consider a fund's
profile over the course of several review periods before making a change to its
category assignment. These category assignments will be posted quarterly to the
DWS funds' Web site at www.dws-scudder.com, approximately one month after the
end of each quarter. DWS Scudder Wholesalers will receive the highest
compensation for Core and Strategic funds, less for Satellite funds and the
lowest for Non-CSS funds.
In the normal course of business, DWS Scudder will from time to time introduce
new funds into the DWS family of funds. As a general rule, all new funds will be
placed in the Strategic compensation category for a minimum period of four
consecutive quarters, and DWS Scudder Wholesalers will be paid at a rate that is
equivalent to that of the Core Fund category. After that four quarter period,
each new fund in the Strategic category will be reviewed by the committee and
either assigned to one of the four categories or continued as a Strategic fund
at that time.
The prospect of receiving or the receipt of, additional compensation by a DWS
Scudder Wholesaler under the Plan may provide an incentive to favor marketing
the Core, Strategic or Satellite funds over the Non-CSS funds. The Plan,
however, will not change the price that you pay for shares of a fund. The DWS
Scudder Compliance Department monitors DWS Scudder Wholesaler sales and other
activity in an effort to detect unusual activity in the context of the
compensation structure under the Plan. However, investors may wish to take the
Plan and the product category of the fund into account when considering
purchasing a fund or evaluating any recommendations relating to fund shares.
Class A, B and C Shares Only. With respect to the Class A, Class B and Class C
shares of the Fund, these classes may enter into Shareholder Servicing
Agreements with certain financial institutions to act as Shareholder Service
Agents, pursuant to which the Distributor will allocate a portion of its
distribution fee as compensation for such financial institutions' ongoing
shareholder services. The Fund may also enter into Shareholder Servicing
Agreements pursuant to which the Advisor, the Distributor or their affiliates
will provide compensation out of its own resources for ongoing shareholder
services. Currently, banking laws and regulations do not prohibit a financial
holding company affiliate from acting as distributor or Shareholder Service
Agent or in other capacities for investment companies. Although banking laws and
regulations prohibit banks from distributing shares of open-end investment
companies such as the Fund, according to interpretations by various bank
regulatory authorities, financial institutions are not prohibited from acting in
other capacities for investment companies, such as the shareholder servicing
capacities described above. Should future legislative, judicial or
administrative action prohibit or restrict the activities of the Shareholder
Servicing Agents in connection with the Shareholder Servicing Agreements, the
Fund may be required to alter materially or discontinue its arrangements with
the Shareholder Servicing Agents. Such financial institutions may impose
separate fees in connection with these services and investors should review the
Prospectuses and this Statement of Additional Information in conjunction with
any such institution's fee schedule.
As compensation for providing distribution services as described above for Class
A Shares, the Distributor receives an annual fee, paid monthly, equal to 0.25%
of the average daily net assets of the Class A Shares. With respect to the Class
A Shares, the Distributor expects to allocate up to all of its fee to
Participating Dealers and Shareholder Service Agents. Shareholders of Class B
and Class C (except as noted above) of the Funds have recently approved Amended
and Restated Rule 12b-1 Plans (each, an "Amended Plan") for those classes. Under
the Amended Plan, the Fund will pay a shareholder servicing fee at an annual
rate of up to 0.25% of the average daily net assets of its Class B and Class C
(as applicable) shares to its Distributor in addition to a distribution fee at
an annual rate of up to 0.75% of such assets.
56
Expenses of the Fund paid in connection with the Rule 12b-1 Plans for each class
of shares are set forth below. A portion of the marketing and sales and
operating expenses shown below could be considered overhead expenses.
Compensation to Underwriter and Firms Other Distribution Expenses
for Calendar Year 2006 Paid by Underwriter for Calendar Year 2006
---------------------- -------------------------------------------
Advertising,
12b-1 Fees Compensation Compensation Sales,
12b-1 Fees (Shareholder Paid by DWS-SDI Paid by DWS-SDI Literature
(Distribution Servicing to Firms from to Firms from and Marketing Postage
Fee) Paid Fee) Paid Distribution Shareholder Promotional Prospectus and Sales and Interest
to DWS-SDI to DWS-SDI Fee Servicing Fee Materials Printing Expenses Mailing Expenses
---------- ---------- --- ------------- --------- -------- -------- ------- --------
DWS Equity
Partners Fund
Class A NA $2,511 NA $543,000 NA NA NA NA NA
Class B $66,482 $84 $31,305 $17,688 $4,633 $297 $989 $290 $69,453
Class C $98,518 $63 $102,836 $26,151 $17,436 $1,074 $4,054 $1,069 NA
57
Pursuant to Rule 12b-1 under the 1940 Act, investment companies may pay
distribution expenses, directly or indirectly, only pursuant to a plan adopted
by the investment company's board of directors and approved by its shareholders.
The Fund has adopted a Plan of Distribution for each class of Shares (except the
Institutional Class) (the "Plans"). Under each Plan, the Fund pays a fee to the
Distributor for distribution and other shareholder service assistance as set
forth in the Distribution Agreement, and the Distributor is authorized to make
payments out of its fee to Participating Dealers and Shareholder Service Agents.
The Plans remain in effect from year to year as specifically approved (a) at
least annually by the Fund's Board of Directors and (b) by the affirmative vote
of a majority of the Non-Interested Directors, who have not direct or indirect
financial interest in such Plans, by votes cast in person at a meeting called
for such purpose.
If a Rule 12b-1 Plan is terminated in accordance with its terms, the obligation
of the Fund to make payments to DWS-SDI pursuant to the Rule 12b-1 Plan will
cease and the Fund will not be required to make any payments not previously
accrued past the termination date. Thus, there is no legal obligation for the
Fund to pay any expenses incurred by DWS-SDI other than fees previously accrued
and payable under a Rule 12b-1 Plan, if for any reason the Rule 12b-1 Plan is
terminated in accordance with its terms. Future fees under the Rule 12b-1 Plan
may or may not be sufficient to cover DWS-SDI for its expenses incurred. On the
other hand, under certain circumstances, DWS-SDI might collect in the aggregate
over certain periods more in fees under the Rule 12b-1 Plan than it has expended
over that same period in providing distribution services for the Fund. In
connection with Class B shares, for example, if shares of the Fund were to
appreciate (resulting in greater asset base against which Rule 12b-1 fees are
charged) and sales of the Fund's shares were to decline (resulting in lower
expenditures by DWS-SDI under the Rule 12b-1 Plan), fees payable could exceed
expenditures. This may also happen over certain periods shorter than the life of
the Rule 12b-1 Plan simply due to the timing of expenses incurred by DWS-SDI
that is not matched to the timing of revenues received (e.g., a sales commission
may be paid by DWS-SDI related to an investment in year 1, while the Rule 12b-1
fee to DWS-SDI related to that investment may accrue during year 1 through year
6 prior to conversion of the investment to Class A shares). As a result, if
DWS-SDI's expenses are less than the Rule 12b-1 fees, DWS-SDI will retain its
full fees and make a profit.
In approving the Plans, the Directors concluded, in the exercise of their
reasonable business judgment, that there was a reasonable likelihood that the
Plans would benefit the Fund and its shareholders. The Plans will be renewed
only if the Directors make a similar determination each year. A Plan may not be
amended to increase materially the fee to be paid pursuant to the Distribution
Agreement without the approval of the shareholders of the applicable class of
the Fund. The Plans may be terminated at any time by the vote of a majority of
the Fund's Non-Interested Directors or by a vote of a majority of the Fund's
outstanding Shares (as defined under "Capital Stock").
During the continuance of the Plans, the Fund's Board of Directors will be
provided for their review, at least quarterly, a written report concerning the
payments made under the Plans to the Distributor pursuant to the Distribution
Agreement and to Participating Dealers pursuant to any Sub-Distribution
Agreements. Such reports shall be made by the persons authorized to make such
payments. In addition, during the continuance of the Plans, the selection and
nomination of the Fund's Non-Interested Directors shall be committed to the
discretion of the Non-Interested Directors then in office.
Under the Plans, amounts allocated to Participating Dealers and Shareholder
Service Agents may not exceed amounts payable to the Distributor under the
Plans. Payments under the Plans are made as described above regardless of the
Distributor's actual cost of providing distribution services and may be used to
pay the Distributor's overhead expenses. If the cost of providing distribution
services to the Class A Shares is less than 0.25% of the Class A Shares' average
daily net assets for any period or if the cost of providing distribution
services to the Class B Shares and the Class C Shares is less than 0.75% of the
classes' respective average daily net assets for any period, the unexpended
portion of the distribution fees may be retained by the Distributor. The Plans
do not provide for any charges to the Fund for excess amounts expended by the
Distributor and, if a Plan is terminated in accordance with its terms, the
obligation of the Fund to make payments to the Distributor pursuant to such Plan
will cease and the Fund will not be required to make any payments past the date
the Distribution Agreement terminates with respect to that class. In return for
payments received pursuant to the Plans for the last three fiscal years the
Fund's distributor paid the distribution-related expenses of the related classes
including one or more of the following: printing and mailing of prospectuses to
other than current shareholders; compensation to dealers and sales personnel;
and interest, carrying or other financing charges.
58
The Fund's distributor received commissions on the sale of Class A Shares and
contingent deferred sales charges on Class B and C Shares and retained from such
commissions and sales charges the following amounts:
Fiscal Year Ended May 31,
2007 2006 2005
---- ---- ----
Class Received Retained Received Retained Received Retained
- ----- -------- -------- -------- -------- -------- --------
Class A Commissions $19,657 $0 $25,444 $0 $23,065 $0
Class B Contingent
Deferred Sales Charge $5,325 $0 $23,741 $0 $29,862 $0
Class C Contingent
Deferred Sales Charge $1,851 $0 $23,741 $0 $496 $0
The Fund will pay all costs associated with its organization and registration
under the Securities Act and the 1940 Act. The Fund pays or causes to be paid
all continuing expenses of the Fund, including, without limitation: investment
advisory and distribution fees; the charges and expenses of any registrar, any
custodian or depository appointed by the Fund for the safekeeping of cash,
portfolio securities and other property, and any transfer, dividend or
accounting agent or agents appointed by the Fund; brokers' commissions
chargeable to the Fund in connection with portfolio securities transactions to
which the Fund is a party; all taxes, including securities issuance and transfer
taxes, and fees payable by the Fund to federal, state or other governmental
agencies; the costs and expenses of engraving or printing of certificates
representing shares; all costs and expenses in connection with the registration
and maintenance of registration of the Fund and its shares with the SEC and
various states and other jurisdictions (including filing fees, legal fees and
disbursements of counsel); the costs and expenses of printing, including
typesetting and distributing prospectuses and statements of additional
information of the Fund and supplements thereto to the Fund's shareholders; all
expenses of shareholders' and Directors' meetings and of preparing, printing and
mailing proxy statements and reports to shareholders; fees and travel expenses
of Directors and Director members of any advisory board or committee; all
expenses incident to the payment of any dividend, distribution, withdrawal or
redemption, whether in shares or in cash; charges and expenses of any outside
service used for pricing of the shares; fees and expenses of legal counsel,
including counsel to the Non-Interested Directors, and of independent registered
public accounting firm, in connection with any matter relating to the Fund;
membership dues of industry associations; interest payable on Fund borrowings;
postage; insurance premiums on property or personnel (including officers and
Directors) of the Fund which inure to its benefit; extraordinary expenses
(including, but not limited to, legal claims and liabilities and litigation
costs and any indemnification related thereto); and all other charges and costs
of the Fund's operation unless otherwise explicitly assumed by DWS-SDI, DIMA or
ABIM.
Capital Stock
Under the Corporation's Articles of Incorporation, the Corporation is authorized
to issue shares of common stock, par value $.001 per share. The Board of
Directors may increase or decrease the number of authorized shares without
shareholder approval.
The Corporation's Articles of Incorporation provide for the establishment of
separate series and separate classes of shares by the Directors at any time
without shareholder approval. The Fund currently has one series and the Board
has designated four classes of Shares: Class A Shares, Class B Shares, Class C
Shares and Institutional Class shares. In the event separate series or classes
are established, all Shares of the Corporation, regardless of series or class,
would have equal rights with respect to voting, except that with respect to any
matter affecting the rights of the holders of a particular series or class, the
holders of each series or class would vote separately. Each such series would be
managed separately and shareholders of each series would have an undivided
interest in the net assets of that series. For tax purposes, the series would be
treated as separate entities. Generally, each class of Shares issued by a
particular series would be identical to every other class and expenses of the
Fund (other than 12b-1 and any applicable service fees) are prorated between all
classes of a series based upon the relative net assets of each class. Any
matters affecting any class exclusively will be voted on by the holders of such
class.
59
Shareholders of the Fund do not have cumulative voting rights, and therefore the
holders of more than 50% of the outstanding shares voting together for election
of Directors may elect all the members of the Board of Directors of the Fund. In
such event, the remaining holders cannot elect any members of the Board of
Directors of the Fund.
There are no preemptive, conversion or exchange rights applicable to any of the
shares. The issued and outstanding shares are fully paid and non-assessable. In
the event of liquidation or dissolution of the Corporation, each share is
entitled to its portion of the Corporation's assets (or the assets allocated to
a separate series of shares if there is more than one series) after all debts
and expenses have been paid.
As used in this Statement of Additional Information the term "majority of the
outstanding Shares" means the vote of the lesser of (i) 67% or more of the
shares present at a meeting, if the holders of more than 50% of the outstanding
shares are present or represented by proxy, or (ii) more than 50% of the
outstanding shares.
PROXY VOTING GUIDELINES
The Fund has delegated proxy voting responsibilities to its investment advisor,
subject to the Board's general oversight. The Fund has delegated proxy voting to
the Advisor with the direction that proxies should be voted consistent with the
Fund's best economic interests. The Advisor has adopted its own Proxy Voting
Policies and Procedures ("Policies"), and Proxy Voting Guidelines ("Guidelines")
for this purpose. The Policies address, among other things, conflicts of
interest that may arise between the interests of the Fund, and the interests of
the Advisor and its affiliates, including the Fund's principal underwriter. The
Guidelines set forth the Advisor's general position on various proposals, such
as:
o Shareholder Rights -- The Advisor generally votes against proposals
that restrict shareholder rights.
o Corporate Governance -- The Advisor generally votes for confidential
and cumulative voting and against supermajority voting requirements for
charter and bylaw amendments. The Advisor generally votes for proposals
to restrict a chief executive officer from serving on more than three
outside boards of directors. The Advisor generally votes against
proposals that require a company to appoint a chairman who is an
independent director.
o Anti-Takeover Matters -- The Advisor generally votes for proposals that
require shareholder ratification of poison pills or that request boards
to redeem poison pills, and votes against the adoption of poison pills
if they are submitted for shareholder ratification. The Advisor
generally votes for fair price proposals.
o Compensation Matters -- The Advisor generally votes for executive cash
compensation proposals, unless they are unreasonably excessive. The
Advisor generally votes against stock option plans that do not meet the
Advisor's criteria.
o Routine Matters -- The Advisor generally votes for the ratification of
auditors, procedural matters related to the annual meeting and changes
in company name, and against bundled proposals and adjournment.
The general provisions described above do not apply to investment companies. The
Advisor generally votes proxies solicited by investment companies in accordance
with the recommendations of an independent third party, except for proxies
solicited by or with respect to investment companies for which the Advisor or an
affiliate serves as investment advisor or principal underwriter ("affiliated
investment companies"). The Advisor votes affiliated investment company proxies
in the same proportion as the vote of the investment company's other
shareholders (sometimes called "mirror" or "echo" voting). Master fund proxies
solicited from feeder funds are voted in accordance with applicable requirements
of the 1940 Act.
Although the Guidelines set forth the Advisor's general voting positions on
various proposals, the Advisor may, consistent with the Fund's best interests,
determine under some circumstances to vote contrary to those positions.
The Guidelines on a particular issue may or may not reflect the view of
individual members of the Board or of a majority of the Board. In addition, the
Guidelines may reflect a voting position that differs from the actual practices
of
60
the public companies within the Deutsche Bank organization or of the investment
companies for which the Advisor or an affiliate serves as investment advisor or
sponsor.
The Advisor may consider the views of a portfolio company's management in
deciding how to vote a proxy or in establishing general voting positions for the
Guidelines, but management's views are not determinative.
As mentioned above, the Policies describe the way in which the Advisor resolves
conflicts of interest. To resolve conflicts, the advisor, under normal
circumstances, votes proxies in accordance with its Guidelines. If the Advisor
departs from the Guidelines with respect to a particular proxy or if the
Guidelines do not specifically address a certain proxy proposal, a proxy voting
committee established by the advisor will vote the proxy. Before voting any such
proxy, however, the Advisor's conflicts review committee will conduct an
investigation to determine whether any potential conflicts of interest exist in
connection with the particular proxy proposal. If the conflicts review committee
determines that the Advisor has a material conflict of interest, or certain
individuals on the proxy voting committee should be recused from participating
in a particular proxy vote, it will inform the proxy voting committee. If
notified that the Advisor has a material conflict, or fewer than three voting
members are eligible to participate in the proxy vote, typically the Advisor
will engage an independent third party to vote the proxy or follow the proxy
voting recommendations of an independent third party.
You may obtain information about how the Fund voted proxies related to its
portfolio securities during the 12-month period ended June 30 by visiting the
Securities and Exchange Commission's Web site at www.sec.gov or by visiting our
Web site at: www.dws-scudder.com (click on "proxy voting" at the bottom of the
page).
Under certain circumstances, the Advisor may not be able to vote proxies or the
Advisor may find that the expected economic costs from voting outweigh the
benefits associated with voting. For example, the Advisor may not vote proxies
on certain foreign securities due to local restrictions or customs. The Advisor
generally does not vote proxies on securities subject to share blocking
restrictions.
FINANCIAL STATEMENTS
The audited financial statements for the Fund for the year ended May 31, 2007
are incorporated by reference into this Statement of Additional Information in
reliance upon the report of PricewaterhouseCoopers LLP, the Fund's independent
registered public accounting firm.
The financial statements of the Fund, together with the Report of Independent
Registered Public Accounting Firm, Financial Highlights and notes to financial
statements in the Annual Report to the Shareholders of the Fund dated May 31,
2007, are incorporated herein by reference and are hereby deemed to be a part of
this Statement of Additional Information.
A copy of the Fund's Annual or Semiannual Report may be obtained without charge
by contacting the Service Center at (800) 621-1048.
ADDITIONAL INFORMATION
The CUSIP number of DWS Equity Partners Fund, Class A: 23339H106
The CUSIP number of DWS Equity Partners Fund, Class B: 23339H205
The CUSIP number of DWS Equity Partners Fund, Class C: 23339H304
The CUSIP number of DWS Equity Partners Fund, Institutional Class: 23339H403
The Fund has a fiscal year end of May 31.
61
The Fund's Prospectuses and this Statement of Additional Information omit
certain information contained in the Registration Statement which the Fund has
filed with the SEC under the Securities Act of 1933 and reference is hereby made
to the Registration Statement for further information with respect to the Fund
and the securities offered hereby. This Registration Statement and its
amendments are available for inspection by the public at the SEC in Washington,
D.C.
62
APPENDIX A
BOND AND COMMERCIAL PAPER RATINGS
Set forth below are descriptions of ratings which represent opinions as to the
quality of the securities. It should be emphasized, however, that ratings are
relative and subjective and are not absolute standards of quality.
MOODY'S INVESTORS SERVICE, INC. -- CORPORATE BOND RATINGS
Aaa: Bonds which are rated Aaa are judged to be of the highest quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt-edged." Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.
Aa: Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuations of protective elements
may be of greater amplitude or there may be other elements present which make
the long-term risk appear somewhat larger than in Aaa securities.
A: Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper -medium grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the future.
Baa: Bonds which are rated Baa are considered as medium grade obligations,
(i.e., they are neither highly protected nor poorly secured). Interest payments
and principal security appear adequate for the present, but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.
Ba: Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of interest
and principal payments may be very moderate and thereby not well safe-guarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.
B: Bonds which are rated B are considered speculative and generally lack
characteristics of the desirable investment. Assurance of interest and principal
payments or of maintenance of other terms of the contract over any long period
of time may be small.
Caa: Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.
Ca: Bonds which are rated Ca represent obligations which are highly speculative.
Such issues are often in default or have other marked shortcomings.
C: Bonds which are rated C are the lowest rated class of bonds, typically are in
default and can be regarded as having extremely poor prospects of ever attaining
any real investment standing.
Note: Moody's appends numerical modifiers 1, 2 and 3 to each generic rating
classification from Aa through Caa in its corporate bond rating system. The
modifier 1 indicates that the issue ranks in the higher end of its generic
rating category; the modifier 2 indicates a mid-range ranking; and the modifier
3 indicates that the issue ranks in the lower end of its generic rating
category.
63
MOODY'S INVESTORS SERVICE, INC. -- SHORT-TERM RATINGS
Moody's short-term debt ratings are opinions of the ability of issuers to honor
short-term financial obligations. Ratings may be assigned to issuers, short-term
programs or to individual short-term debt instruments. Such obligations
generally have an original maturity not exceeding thirteen months, unless
explicitly noted. Issuers rated Prime-1 or P-1 (or supporting institutions) have
a superior ability for repayment of short-term debt obligations. Prime-1 or P-1
repayment ability will often be evidenced by many of the following
characteristics:
o Leading market positions in well established industries.
o High rates of return on funds employed.
o Conservative capitalization structure with moderate reliance on debt
and ample asset protection.
o Broad margins in earnings coverage of fixed financial charges and high
internal cash generation.
o Well established access to a range of financial markets and assured
sources of alternate liquidity.
Issuers rated Prime-2 or P-2 (or supporting institutions) have a strong ability
for repayment of short-term debt obligations. This will normally be evidenced by
many of the characteristics cited above but to a lesser degree. Earnings trends
and coverage ratios, while sound, may be more subject to variation.
Capitalization characteristics, while still appropriate, may be more affected by
external conditions. Ample alternate liquidity is maintained.
STANDARD & POOR'S RATINGS SERVICES -- CORPORATE BOND RATINGS
INVESTMENT GRADE
AAA: Debt rated AAA has the highest rating assigned by S&P's to a debt
obligation. Capacity to pay interest and repay principal is extremely strong.
AA: Debt rated AA has a very strong capacity to pay interest and repay principal
and differs from the higher rated issues only in small degree.
A: Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than bonds in higher rated categories.
BBB: Debt rated BBB has an adequate capacity to pay interest and repay
principal. Whereas it normally exhibits adequate protection parameters, adverse
economic conditions or changing circumstances are more likely to lead to a
weakened capacity to pay interest and repay principal for debt in this category
than in higher rated categories.
SPECULATIVE GRADE
Debt rated BB, B, CCC, CC, and C has significant speculative characteristics
with respect to capacity to pay interest and repay principal. BB indicates the
least degree of speculation and C the highest. While such debt will likely have
some quality and protective characteristics, these may be outweighed by large
uncertainties or major exposures to adverse conditions.
BB: Debt rated BB has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business, financial, or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments.
The BB rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied BBB- rating.
64
B: Debt rated B has a greater vulnerability to default but currently has the
capacity to meet interest payments and principal repayments. Adverse business,
financial, or economic conditions will likely impair capacity or willingness to
pay interest and repay principal.
The B rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied BB or BB- rating.
CCC: Debt rated CCC has a current vulnerability to default, and is dependent
upon favorable business, financial, and economic conditions to meet timely
payment of interest and repayment of principal. In the event of adverse
business, financial, or economic conditions, it is not likely to have the
capacity to pay interest and repay principal.
The CCC rating category is also used for debt subordinated to senior debt that
is assigned an actual or implied B or B- rating.
CC: Debt rated CC has a current high vulnerability to default, and is dependent
upon favorable business, financial, and economic conditions to meet timely
payment of interest and repayment of principal.
The rating CC is also applied to debt subordinated to senior debt which is
assigned an actual or implied CCC debt rating.
C: The rating C is typically applied to debt subordinated to senior debt which
is assigned an actual or implied CCC- debt rating. The C rating may be used to
cover a situation where a bankruptcy petition has been filed, but debt service
payments are continued.
C1: The Rating C1 is reserved for income bonds on which no interest is being
paid.
D: Debt rated D is in payment default. The D rating category is used when
interest payments or principal payments are not made on the date due even if the
applicable grace period has not expired, unless Standard & Poor's believes that
such payments will be made during such grace period. The D rating also will be
used upon the filing of a bankruptcy petition if debt service payments are
jeopardized.
Plus (+) or Minus (-): The ratings from AA to CCC may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.
R: Debt rated 'R' is under regulatory supervision owing to its financial
condition. During the pendency of the regulatory supervision, the regulators may
have the power to favor one class of obligations over others or pay some
obligations and not others.
N.R.: Bonds may lack a S&P's rating because no public rating has been requested,
because there is insufficient information on which to base a rating, or because
S&P's does not rate a particular type of obligation as a matter of policy.
STANDARD & POOR'S RATINGS SERVICES -- SHORT-TERM RATINGS
S&P's commercial paper rating is a current assessment of the likelihood of
timely payment of debt considered short-term in the relevant market.
A-1: This highest category indicates that the degree of safety regarding timely
payment is strong. Those issues determined to possess extremely strong safety
characteristics are denoted with a plus (+) sign designation.
A-2: Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as for
issues designated A-1.
65
A-3: Issues carrying this designation have adequate capacity for timely payment.
However, adverse economic conditions or changing circumstances are more likely
to lead to a weakened capacity of the issuer to meet its financial commitments.
FITCH INVESTORS SERVICE, INC. -- BOND RATINGS
INVESTMENT GRADE
AAA: Bonds considered to be investment grade and of the highest credit quality.
The obligor has an exceptionally strong ability to pay interest and repay
principal, which is unlikely to be affected by reasonably foreseeable events.
AA: Bonds considered to be investment grade and of very high credit quality. The
obligor's ability to pay interest and repay principal is very strong, although
not quite as strong as bonds rated AAA. Bonds rated in the AAA and AA categories
are not significantly vulnerable to foreseeable events.
A: Bonds considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.
BBB: Bonds considered to be investment grade and of good credit quality. The
obligor's ability to pay interest and repay principal is considered to be
adequate. Adverse changes in economic conditions and circumstances, however, are
more likely to have adverse impact on these bonds, and therefore, impair timely
payment. The likelihood that the ratings of these bonds will fall below
investment grade is higher than for bonds with higher ratings.
SPECULATIVE GRADE
BB: Bonds are considered speculative. The obligor's ability to pay interest and
repay principal may be affected over time by adverse economic changes. However,
business or financial alternatives may be available which could assist the
obligor in satisfying its debt service requirements.
B: Bonds are considered highly speculative. While bonds in this class are
currently meeting debt service requirements, the probability of continued timely
payment of principal and interest reflects the obligor's limited margin of
safety and the need for reasonable business and economic activity throughout the
life of the issue.
CCC: Bonds have certain identifiable characteristics which, if not remedied, may
lead to default. The ability to meet obligations requires an advantageous
business and economic environment.
CC: Bonds are minimally protected. Default in payment of interest and/or
principal seems probable over time.
C: Bonds are in imminent default in payment of interest or principal.
DDD, DD and D: Bonds are in default of interest and/or principal payments. Such
bonds are extremely speculative and should be valued on the basis of their
ultimate recovery value in liquidation or reorganization of the obligor. DDD
represents the highest potential for recovery on these bonds, and D represents
the lowest potential for recovery.
Plus (+) or Minus (-): The ratings from AA to CC may be appended by the addition
of a plus or minus sign to denote the relative status within the rating
category.
NR: Indicates that Fitch Rating does not publicly rate the specific issue.
66
FITCH INVESTORS SERVICE, INC. -- SHORT-TERM RATINGS
Fitch's short-term ratings apply to debt obligations that are payable on demand
or have original maturities of generally up to three years, including commercial
paper, certificates of deposit, medium-term notes, and municipal and investment
notes.
F-1+: Exceptionally Strong Credit Quality. Issues assigned this rating are
regarded as having the strongest capacity for timely payment.
F-1: Very Strong Credit Quality. Issues assigned this rating reflect a capacity
for timely payment only slightly less than issues rated F-1+.
F-2: Good Credit Quality. Issues assigned this rating have a satisfactory
capacity for timely payment, but the margin of safety is not as great as the
F-1+ and F-1 categories.
F-3: Fair Credit Quality. Issues assigned this rating have characteristics
suggesting that the capacity for timely payment is adequate; however, near-term
adverse changes could cause these securities to be rated below investment grade.
B: Speculative. Minimal capacity for timely payment of financial commitments,
plus vulnerability to near-term adverse changes in financial and economic
conditions.
C: High default risk. Default is a real possibility. Capacity for meeting
financial commitments is solely reliant upon a sustained, favorable business and
economic environment.
D: Default. Denotes actual or imminent payment default.
67
</PRE>
NOVEMBER 30, 2007
Annual Report
to Shareholders
DWS Large Cap Value Fund
Contents
This report must be preceded or accompanied by a prospectus. To obtain a 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 prospectus contains this and other important information about the fund. Please read the prospectus carefully before you invest.
Investments in mutual funds involve risk. Some funds have more risk than others. This fund is subject to stock market risk. It focuses its investments on certain economic sectors, thereby increasing its vulnerability to any single economic, political or regulatory development. This may result in greater share price volatility. Please read this fund's prospectus for specific details regarding its investments and risk profile.
DWS Scudder is part of Deutsche Asset Management, which is the marketing name in the US for the asset management activities of Deutsche Bank AG, Deutsche Bank Trust Company Americas, Deutsche Investment Management Americas Inc. and DWS Trust Company.
NOT FDIC/NCUA INSURED NO BANK GUARANTEE MAY LOSE VALUE NOT A DEPOSIT NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY
Performance Summary November 30, 2007
Classes A, B, C and Institutional
All performance shown is historical, assumes reinvestment of all dividend and capital gain distributions, and does not guarantee future results. Investment return and principal value fluctuate with changing market conditions so that, when redeemed, shares may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted. Please visit www.dws-scudder.com for the Fund's most recent month-end performance.
The maximum sales charge for Class A shares is 5.75%. For Class B shares, the maximum contingent deferred sales charge (CDSC) is 4% within the first year after purchase, declining to 0% after six years. Class C shares have no front-end sales charge but redemptions within one year of purchase may be subject to a CDSC of 1%. Unadjusted returns do not reflect sales charges and would have been lower if they had. Institutional Class shares are not subject to sales charges.
The total annual fund operating expense ratios, gross of any fee waivers or expense reimbursements, as stated in the fee table of the prospectus dated March 1, 2007 are 1.00%, 1.88%, 1.80% and 0.57% for Class A, Class B, Class C and Institutional Class shares, respectively. Please see the Information About Your Fund's Expenses, the Financial Highlights and Notes to the Financial Statements (Note C, Related Parties) sections of this report for gross and net expense related disclosure for the period ended November 30, 2007.
To discourage short-term trading, the Fund imposes a 2% redemption fee on shareholders redeeming shares held less than 15 days, which has the effect of lowering total return.
Returns and rankings for all periods shown reflect a fee waiver and/or expense reimbursement. Without this waiver/reimbursement, returns and rankings would have been lower.
Performance figures do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Returns and rankings may differ by share class.
Average Annual Total Returns (Unadjusted for Sales Charge) as of 11/30/07 |
DWS Large Cap Value Fund | 1-Year | 3-Year | 5-Year | 10-Year |
Class A | 11.65% | 10.22% | 12.19% | 7.31% |
Class B | 10.74% | 9.30% | 11.28% | 6.41% |
Class C | 10.86% | 9.41% | 11.35% | 6.44% |
Russell 1000® Value Index+
| 3.06% | 10.88% | 13.83% | 8.10% |
S&P 500® Index++
| 7.72% | 10.09% | 11.63% | 6.16% |
Sources: Lipper Inc. and Deutsche Investment Management Americas Inc.
Average Annual Total Returns as of 11/30/07 |
DWS Large Cap Value Fund | 1-Year | 3-Year | 5-Year | Life of Class* |
Institutional Class | 12.13% | 10.68% | 12.64% | 8.76% |
Russell 1000 Value Index+
| 3.06% | 10.88% | 13.83% | 7.33% |
S&P 500 Index++
| 7.72% | 10.09% | 11.63% | 2.26% |
Sources: Lipper Inc. and Deutsche Investment Management Americas Inc.
* Institutional Class shares commenced operations on June 1, 2000. Index returns began on May 31, 2000.Net Asset Value and Distribution Information |
| Class A | Class B | Class C | Institutional Class |
Net Asset Value: 11/30/07
| $ 24.51 | $ 24.54 | $ 24.52 | $ 24.56 |
11/30/06
| $ 24.40 | $ 24.41 | $ 24.40 | $ 24.44 |
Distribution Information: Twelve Months as of 11/30/07:
Income Dividends | $ .36 | $ .15 | $ .18 | $ .46 |
Capital Gain Distributions | $ 2.15 | $ 2.15 | $ 2.15 | $ 2.15 |
Class A Lipper Rankings — Large-Cap Value Funds Category as of 11/30/07 |
Period | Rank | | Number of Funds Tracked | Percentile Ranking (%) |
1-Year
| 33 | of | 505 | 7 |
3-Year
| 179 | of | 432 | 42 |
5-Year
| 173 | of | 360 | 48 |
10-Year
| 49 | of | 147 | 34 |
Source: Lipper Inc. Rankings are historical and do not guarantee future results. Rankings are based on total return unadjusted for sales charges with distributions reinvested. If sales charges had been included, rankings might have been less favorable. Rankings are for Class A shares; other share classes may vary.
Growth of an Assumed $10,000 Investment (Adjusted for Maximum Sales Charge) |
[] DWS Large Cap Value Fund — Class A [] Russell 1000 Value Index+ [] S&P 500 Index++ |
 |
Yearly periods ended November 30 |
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.
Comparative Results (Adjusted for Maximum Sales Charge) as of 11/30/07 |
DWS Large Cap Value Fund | 1-Year | 3-Year | 5-Year | 10-Year |
Class A | Growth of $10,000
| $10,523 | $12,619 | $16,751 | $19,085 |
Average annual total return
| 5.23% | 8.06% | 10.87% | 6.68% |
Class B | Growth of $10,000
| $10,774 | $12,857 | $16,963 | $18,618 |
Average annual total return
| 7.74% | 8.74% | 11.15% | 6.41% |
Class C | Growth of $10,000
| $11,086 | $13,095 | $17,119 | $18,664 |
Average annual total return
| 10.86% | 9.41% | 11.35% | 6.44% |
Russell 1000 Value Index+
| Growth of $10,000
| $10,306 | $13,633 | $19,115 | $21,787 |
Average annual total return
| 3.06% | 10.88% | 13.83% | 8.10% |
S&P 500 Index++
| Growth of $10,000
| $10,772 | $13,344 | $17,332 | $18,187 |
Average annual total return
| 7.72% | 10.09% | 11.63% | 6.16% |
The growth of $10,000 is cumulative.
+ The Russell 1000 Value Index is an unmanaged index that consists of those stocks in the Russell 1000 Index with less-than-average growth orientation.++ The Standard & Poor's (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.Index returns assume reinvestment of dividends and, unlike Fund returns, do not reflect any fees or expenses. It is not possible to invest directly into an index.Growth of an Assumed $1,000,000 Investment |
[] DWS Large Cap Value Fund — Institutional Class [] Russell 1000 Value Index+ [] S&P 500 Index++ |
 |
Yearly periods ended November 30 |
Comparative Results as of 11/30/07 |
DWS Large Cap Value Fund | 1-Year | 3-Year | 5-Year | Life of Class* |
Institutional Class | Growth of $1,000,000
| $1,121,300 | $1,355,700 | $1,813,300 | $1,877,100 |
Average annual total return
| 12.13% | 10.68% | 12.64% | 8.76% |
Russell 1000 Value Index+
| Growth of $1,000,000
| $1,030,600 | $1,363,300 | $1,911,500 | $1,699,500 |
Average annual total return
| 3.06% | 10.88% | 13.83% | 7.33% |
S&P 500 Index++
| Growth of $1,000,000
| $1,077,200 | $1,334,400 | $1,733,200 | $1,182,200 |
Average annual total return
| 7.72% | 10.09% | 11.63% | 2.26% |
The growth of $1,000,000 is cumulative.
The minimum initial investment for Institutional Class shares is $1,000,000.
* Institutional Class shares commenced operations on June 1, 2000. Index returns began on May 31, 2000.+ The Russell 1000 Value Index is an unmanaged index that consists of those stocks in the Russell 1000 Index with less-than-average growth orientation.++ The Standard & Poor's (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.Index returns assume reinvestment of dividends and, unlike Fund returns, do not reflect any fees or expenses. It is not possible to invest directly into an index.Class S
Class S shares are generally not available to new investors except under certain circumstances. (Please refer to the Fund's Statement of Additional Information.)
All performance shown is historical, assumes reinvestment of all dividend and capital gain distributions, and does not guarantee future results. Investment return and principal value fluctuate with changing market conditions so that, when redeemed, shares may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted. Please visit www.dws-scudder.com for the Fund's most recent month-end performance.
The total annual fund operating expense ratio, gross of any fee waivers or expense reimbursements, as stated in the fee table of the prospectus dated March 1, 2007 is 0.73% for Class S shares. Please see the Information About Your Fund's Expenses, the Financial Highlights and Notes to the Financial Statements (Note C, Related Parties) sections of this report for gross and net expense related disclosure for the period ended November 30, 2007.
To discourage short-term trading, the Fund imposes a 2% redemption fee on shareholders redeeming shares held less than 15 days, which has the effect of lowering total return.
Returns and rankings for all periods shown reflect a fee waiver and/or expense reimbursement. Without this waiver/reimbursement, returns and rankings would have been lower.
Performance figures do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemptions of fund shares. Returns and rankings may differ by share class.
Average Annual Total Returns as of 11/30/07 |
DWS Large Cap Value Fund | 1-Year | Life of Class* |
Class S | 12.06% | 10.33% |
Russell 1000 Value Index+
| 3.06% | 9.96% |
S&P 500 Index++
| 7.72% | 9.14% |
Sources: Lipper Inc. and Deutsche Investment Management Americas Inc.
* Class S commenced operations on December 20, 2004. Index returns began on December 31, 2004.Net Asset Value and Distribution Information |
| Class S |
Net Asset Value: 11/30/07
| $ 24.52 |
11/30/06
| $ 24.40 |
Distribution Information: Twelve Months as of 11/30/07:
Income Dividends | $ .44 |
Capital Gain Distributions | $ 2.15 |
Class S Lipper Rankings — Large-Cap Value Funds Category as of 11/30/07 |
Period | Rank | | Number of Funds Tracked | Percentile Ranking (%) |
1-Year
| 28 | of | 505 | 6 |
Source: Lipper Inc. Rankings are historical and do not guarantee future results. Rankings are based on total return with distributions reinvested. Rankings are for Class S shares; other share classes may vary.
Growth of an Assumed $10,000 Investment |
[] DWS Large Cap Value Fund — Class S [] Russell 1000 Value Index+ [] S&P 500 Index++ |
 |
|
Comparative Results as of 11/30/07 |
DWS Large Cap Value Fund | 1-Year | Life of Class* |
Class S | Growth of $10,000
| $11,206 | $13,367 |
Average annual total return
| 12.06% | 10.33% |
Russell 1000 Value Index+
| Growth of $10,000
| $10,306 | $13,192 |
Average annual total return
| 3.06% | 9.96% |
S&P 500 Index++
| Growth of $10,000
| $10,772 | $12,905 |
Average annual total return
| 7.72% | 9.14% |
The growth of $10,000 is cumulative.
* Class S commenced operations on December 20, 2004. Index returns began on December 31, 2004.+ The Russell 1000 Value Index is an unmanaged index that consists of those stocks in the Russell 1000 Index with less-than-average growth orientation.++ The Standard & Poor's (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.Index returns assume reinvestment of dividends and, unlike Fund returns, do not reflect any fees or expenses. It is not possible to invest directly into an index.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), redemption fees and account maintenance fees, which are not shown in this section. The following tables are intended to help you understand your ongoing expenses (in dollars) of investing in the Fund and to help you compare these expenses with the ongoing expenses of investing in other mutual funds. In the most recent six-month period, the Fund limited these expenses; had it not done so, expenses would have been higher. The example in the table is based on an investment of $1,000 invested at the beginning of the six-month period and held for the entire period (June 1, 2007 to November 30, 2007).
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. An account maintenance fee of $6.25 per quarter for Class S shares may apply for certain accounts whose balances do not meet the applicable minimum initial investment. This fee is not included in these tables. If it was, the estimate of expenses paid for Class 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 November 30, 2007 |
Actual Fund Return | Class A | Class B | Class C | Class S | Institutional Class |
Beginning Account Value 6/1/07
| $ 1,000.00 | $ 1,000.00 | $ 1,000.00 | $ 1,000.00 | $ 1,000.00 |
Ending Account Value 11/30/07
| $ 1,022.10 | $ 1,018.00 | $ 1,018.40 | $ 1,023.70 | $ 1,024.10 |
Expenses Paid per $1,000*
| $ 4.92 | $ 8.90 | $ 8.75 | $ 3.20 | $ 2.79 |
Hypothetical 5% Fund Return | Class A | Class B | Class C | Class S | Institutional Class |
Beginning Account Value 6/1/07
| $ 1,000.00 | $ 1,000.00 | $ 1,000.00 | $ 1,000.00 | $ 1,000.00 |
Ending Account Value 11/30/07
| $ 1,020.21 | $ 1,016.24 | $ 1,016.39 | $ 1,021.91 | $ 1,022.31 |
Expenses Paid per $1,000*
| $ 4.91 | $ 8.90 | $ 8.74 | $ 3.19 | $ 2.79 |
* 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 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 S | Institutional Class |
DWS Large Cap Value Fund
| .97% | 1.76% | 1.73% | .63% | .55% |
For more information, please refer to the Fund's prospectus.
Portfolio Management Review
DWS Large Cap Value Fund: A Team Approach to Investing
Deutsche Investment Management Americas Inc. ("DIMA" or the "Advisor"), which is part of Deutsche Asset Management, is the investment advisor for DWS Large Cap Value Fund. DIMA and its predecessors have more than 80 years of experience managing mutual funds and DIMA provides a full range of investment advisory services to institutional and retail clients.
Deutsche Asset Management is a global asset management organization that offers a wide range of investing expertise and resources. This well-resourced global investment platform brings together a wide variety of experience and investment insight across industries, regions, asset classes and investing styles.
DIMA is an indirect, wholly owned subsidiary of Deutsche Bank AG. Deutsche Bank AG is a major global banking institution that is engaged in a wide range of financial services, including investment management, mutual funds, retail, private and commercial banking, investment banking and insurance.
Portfolio Management Team
Thomas Schuessler, PhD
Director of Deutsche Asset Management and Portfolio Manager of the fund.
Joined Deutsche Asset Management in 2001 after 5 years at Deutsche Bank where he managed various projects and worked in the office of the Chairman of the Management Board.
US and Global Fund Management: Frankfurt.
Joined the fund in 2007.
PhD, University of Heidelberg, studies in physics and economics at University of Heidelberg and University of Utah.
In the following interview, Portfolio Manager Thomas P. Schuessler discusses the market environment and performance of DWS Large Cap Value Fund for the 12-month period ended November 30, 2007.
The views expressed in the following discussion reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The management team's views are subject to change at any time based on market and other conditions and should not be construed as a recommendation. Past performance is no guarantee of future results.
Q: How would you describe the market environment over the last 12 months?
A: It was a generally positive period for the US equity market, although with considerable volatility. After a period of strength in late 2006, there was a dip in late February and early March. Markets began to rise again through mid-July, drifted lower in the late summer, then rallied again in September, responding in part to the US Federal Reserve Board's (the Fed's) mid-September interest rate reduction. Volatility returned in October and November, as markets responded to further bad news about the potential impact of the sub-prime mortgage crisis.
The Russell 3000® Index, which is generally regarded as a good indicator of the broad stock market, returned 7.05% for the 12 months ended November 2007.1 Large-cap stocks performed better than mid-cap issues, and small-cap stocks weakened as investors became more risk-averse. The large-cap Russell 1000® Index posted a return of 7.83% for the 12-month period, while the Russell Midcap® Index returned 5.92% and the small-cap Russell 2000® Index returned -1.17%.2 Growth stocks performed significantly better than value stocks: the return of the Russell 1000® Growth Index was 12.60%, compared with 3.06% for the Russell 1000® Value Index.3 The strongest industry sectors within the Standard & Poor's 500® (S&P 500) Index were energy, materials and utilities, all of which had returns above 20%.4 Sectors with negative returns were financials and consumer discretionary.
1 The Russell 3000 Index measures the performance of the 3,000 largest US companies based on total market capitalization, which represents approximately 98% of the investable US equity market.2 The Russell 1000 Index measures the performance of the 1,000 largest companies in the Russell 3000 Index, which represents approximately 92% of the total market capitalization of the Russell 3000 Index. The Russell Midcap Index measures the performance of the 800 smallest companies in the Russell 1000 Index, which represent approximately 25% of the total market capitalization of the Russell 1000 Index. The Russell 2000 Index measures the performance of the 2,000 smallest companies in the Russell 3000 Index, which represents approximately 8% of the total market capitalization of the Russell 3000 Index.Index returns assume reinvestment of dividends and, unlike fund returns, do not reflect any fees or expenses. It is not possible to invest directly in an index.3 The Russell 1000 Value Index is an unmanaged index that consists of those stocks in the Russell 1000 Index with less-than-average growth orientation, while the Russell 1000 Growth Index measures the performance of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values.4 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 industriesIndex returns assume reinvestment of dividends and, unlike fund returns, do not reflect any fees or expenses. It is not possible to invest directly in an index.Q: How did the fund perform during this period?
A: For the 12 months ended November 30, 2007, DWS Large Cap Value Fund (Class A shares) posted a return of 11.65%. (Returns are unadjusted for sales charges. If sales charges had been included, returns would have been lower. Past performance is no guarantee of future results. Please see pages 4 through 9 for the performance of other share classes and more complete performance information.) This return was above that of the fund's benchmark, the Russell 1000 Value Index, which returned 3.06% as well as the broad S&P 500 Index, which had a return of 7.72%. This performance places the fund in the seventh percentile of its peer group of Lipper Large-Cap Value funds for the 12-month period.5
5 Lipper Large-Cap Value funds are funds that, by portfolio practice, invest at least 75% of their equity assets in companies with market capitalizations (on a three-year weighted basis) greater than 300% of the dollar-weighted median market capitalization of the middle 1,000 securities of the S&P SuperComposite 1500 Index. Large-cap value funds typically have a below-average price-to-earnings ratio, price-to-book ratio, and three-year sales-per-share growth value, compared to the S&P 500 Index. The fund was ranked 33 of 505 funds, 173 of 360 funds, and 49 of 147 funds for the one-, five-, and ten-year periods, respectively. Category returns assume reinvestment of dividends. It is not possible to invest directly into a Lipper category.Q: What are the major strategies used in managing the fund?
A: In February 2007 a new management team assumed responsibility for the fund, and we have made substantial changes in the portfolio since then. In restructuring the portfolio, we had three major objectives: to increase the number of holdings for improved diversification; to reduce the emphasis on the largest capitalization companies; and to increase the representation of companies based outside the US. In a large fund such as this, it takes time to effect major changes, since massive sale or purchases could be disruptive to the markets for some of these stocks. By the end of the fund's November 30, 2007 fiscal year, we feel that the fund is well positioned, and performance in recent months confirms the value of the changes we have made.
In terms of diversification, there have been 65 to 70 positions in the portfolio through most of the fiscal year. Temporarily, this number is somewhat smaller as of November 30, 2007, as we have increased the cash position during the last two months, a period of high market volatility. There are no huge positions: most represent between 1% and 2% of assets, and the largest is less than 3%. The average market capitalization of the fund's holdings has been reduced to below $50 billion, compared with over $100 billion a year ago. We have selectively added holdings of non-US companies, which have averaged approximately 10% of assets over the last 12 months.
Q: What decisions contributed most to the fund's strong performance?
A: One significant change that contributed to performance was to reduce significantly the position in the financial sector, which was the worst-performing sector in the Russell 1000 Value index. Financials represent more than 30% of the Russell 1000 Value index, but we felt that was far too great a weight for this fund when first signs of a fundamentally deteriorating credit quality emerged early in the year. We began selling positions in the financial sector immediately after assuming responsibility for managing the fund, and have continued to sell holdings in this sector, especially during periods of strength. We reduced the percentage of assets invested in the financial sector to 18% at November 30, 2007, down from 29.5% a year earlier. Stock selection in the financial sector was also positive, as we have avoided holdings with significant representation in mortgage lending and have reduced positions in large banks that hold mortgage-related investments before a wave of write-downs shook the stocks during the recent months. Our main financial holdings are insurance companies such as Aflac, Inc. and Prudential Financial, Inc., which we consider to be lower-risk companies which benefit from the growing demand for high-margin retirement and asset accumulation products as well as specialized insurance policies.
Also positive were overweight positions relative to the Russell 1000 Value Index in the energy and utilities industries.6 Energy positions such as Suncor Energy, Inc. and Noble Energy, Inc. are benefiting from high oil prices and strong demand, especially in emerging markets. Both of these companies are involved in energy exploration and development, which has become more financially attractive in the current environment of tight supply and high prices. Utility positions including Allegheny Energy, Inc., FPL Group, Inc. and Dominion Resources, Inc. have performed well in recent months, as risk-averse investors favored non-cyclical stocks with sustainable cash flows and high dividend yields.
6 "Overweight" means the fund holds a higher weighting in a given sector or security than the benchmark. "Underweight" means the fund holds a lower weighting.A top-performing position in the materials sector was Potash Corporation of Saskatchewan, Inc. Although this holding is not a classic value play, as one of the few suppliers of potash in an industry with high barriers to entry, we found that in the context of agricultural growth in Emerging Markets the value of this business was largely underestimated. Also positive was a position in Goldcorp, Inc.*, which moved up sharply as gold prices spiked on inflation concerns; this stock was sold on strength.
Q: What were some of the negatives?
A: Although the fund had a significantly lower weight in financials than its benchmarks, several holdings in this sector detracted from performance. One of the weakest was Genworth Financial, Inc., a diversified insurance company that includes mortgage insurance among its offerings. We believe that this company has a strong franchise and is among the market leaders across its diversified business lines. Nonetheless the stock has underperformed because of its exposure to the mortgage market which we believe is overestimated by investors. With the stock currently selling at book value, we believe it has significant potential to perform well in the months ahead.
* Not held at the end of the reporting period.Another negative was the position in Taiwan Semiconductor Manufacturing Co., Ltd., which performed poorly, as did most semiconductor stocks. We continue to hold the stock as we believe this company is fundamentally well positioned to benefit from a recovery in this industry. Newspaper publisher Gannett Co., Inc. is another position in an industry group that has been out of favor for a long time. We feel that this company, a well-managed industry leader will find ways to cope with the fall of the newspaper industry by exploring new revenue sources and therefore represents a good value opportunity.
Q: Do you have other comments for shareholders?
A: The strong performance of this value-oriented fund in a market environment that was oriented to growth is particularly gratifying. With the changes made over the last few months, we feel that the portfolio's positioning is now appropriate for this stage of the market cycle. However, we are ready to make dynamic adjustments to this positioning to anticipate changes in the marketplace. We currently hold a somewhat larger cash position than usual, but we expect to make selective investments as we find opportunities that offer good value. The fund has appropriate representation in each industry sector, with further diversification and opportunity provided by exposure to international and mid-cap names. We believe that this positioning can prove to be rewarding for investors in the fund over the long term.
Portfolio Summary
Asset Allocation (As a % of Investment Portfolio excluding Securities Lending Collateral) | 11/30/07 | 11/30/06 |
| | |
Common Stocks | 91% | 97% |
Cash Equivalents | 9% | 3% |
| 100% | 100% |
Sector Diversification (As a % of Common Stocks) | 11/30/07 | 11/30/06 |
| | |
Energy | 24% | 19% |
Financials | 18% | 30% |
Utilities | 13% | 1% |
Health Care | 9% | 8% |
Consumer Staples | 9% | 5% |
Industrials | 7% | 9% |
Materials | 7% | 5% |
Information Technology | 6% | 10% |
Telecommunication Services | 4% | 4% |
Consumer Discretionary | 3% | 9% |
| 100% | 100% |
Asset allocation and sector diversification are subject to change.
Ten Largest Equity Holdings at at November 30, 2007 (20.9% of Net Assets) |
1. AT&T, Inc.
Provider of communications services
| 2.3% |
2. Exelon Corp.
Distributor of electricity and gas
| 2.3% |
3. PG&E Corp.
Provider of electric and gas utilities
| 2.1% |
4. Suncor Energy, Inc.
Integrated energy company
| 2.1% |
5. Potash Corp. of Saskatchewan, Inc.
Producer of potash, phosphate and nitrogen
| 2.1% |
6. Noble Energy, Inc.
Independent oil and gas exploration and development company
| 2.1% |
7. Altria Group, Inc.
Parent company operating in the tobacco and food industries
| 2.0% |
8. Hartford Financial Services Group, Inc.
Provider of multiline insurance
| 2.0% |
9. CVS Caremark Corp.
Operator of a drug store chain
| 2.0% |
10. Exxon Mobil Corp.
Explorer and producer of oil and gas
| 1.9% |
Portfolio holdings are subject to change.
For more complete details about the Fund's investment portfolio, see page 21. A quarterly Fact Sheet is available upon request. Information concerning portfolio holdings of the Fund as of month end will be posted to www.dws-scudder.com on or after the last day of the following month. In addition, the Fund's top ten holdings and other information about the Fund is posted on www.dws-scudder.com as of the calendar quarter-end on or after the 15th day following quarter-end. Please see the Account Management Resources section for contact information.
Following the Fund's fiscal first and third quarter-end, a complete portfolio holdings listing is filed with the SEC on Form N-Q. The form will be available on the SEC's Web site at www.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.
Investment Portfolio as of November 30, 2007
|
Shares
| Value ($) |
| |
Common Stocks 90.9% |
Consumer Discretionary 2.9% |
Hotels Restaurants & Leisure 1.3% |
McDonald's Corp. | 409,440 | 23,939,957 |
Household Durables 0.7% |
Centex Corp. (a) | 570,161 | 11,893,558 |
Media 0.9% |
Gannett Co., Inc. | 468,318 | 17,210,687 |
Consumer Staples 8.2% |
Food & Staples Retailing 2.0% |
CVS Caremark Corp. (a) | 894,844 | 35,874,296 |
Food Products 2.9% |
General Mills, Inc. | 474,847 | 28,562,047 |
Kraft Foods, Inc. "A" | 728,697 | 25,176,481 |
| 53,738,528 |
Tobacco 3.3% |
Altria Group, Inc. | 477,745 | 37,053,902 |
Reynolds American, Inc. (a) | 328,246 | 22,983,785 |
| 60,037,687 |
Energy 21.8% |
Energy Equipment & Services 5.2% |
Baker Hughes, Inc. | 214,529 | 17,220,243 |
ENSCO International, Inc. | 348,471 | 18,765,163 |
Halliburton Co. | 890,639 | 32,606,294 |
Noble Corp. | 472,889 | 24,651,704 |
| 93,243,404 |
Oil, Gas & Consumable Fuels 16.6% |
Cameco Corp. (a) | 600,000 | 24,822,000 |
Chevron Corp. | 204,798 | 17,975,121 |
ConocoPhillips | 356,467 | 28,531,619 |
Devon Energy Corp. | 405,574 | 33,585,583 |
Exxon Mobil Corp. | 396,487 | 35,350,781 |
Hess Corp. | 179,646 | 12,794,388 |
Marathon Oil Corp. | 531,187 | 29,693,353 |
Nexen, Inc. | 662,923 | 18,827,013 |
Noble Energy, Inc. | 519,484 | 37,423,627 |
Occidental Petroleum Corp. | 348,373 | 24,305,984 |
Suncor Energy, Inc. (a) | 403,591 | 38,647,874 |
| 301,957,343 |
Financials 15.9% |
Capital Markets 1.8% |
Bank of New York Mellon Corp. | 694,242 | 33,295,847 |
Commercial Banks 0.8% |
Zions Bancorp. | 253,504 | 13,833,713 |
Diversified Financial Services 1.3% |
JPMorgan Chase & Co. | 520,000 | 23,722,400 |
Insurance 12.0% |
Aflac, Inc. | 466,445 | 29,218,115 |
Allstate Corp. | 642,812 | 32,860,549 |
Genworth Financial, Inc. "A" | 1,252,682 | 32,870,376 |
Hartford Financial Services Group, Inc. | 378,537 | 36,082,147 |
Loews Corp. | 587,433 | 28,073,423 |
MetLife, Inc. | 447,672 | 29,362,806 |
Prudential Financial, Inc. | 309,297 | 29,117,220 |
| 217,584,636 |
Health Care 8.6% |
Biotechnology 1.1% |
Amgen, Inc.* | 347,816 | 19,216,834 |
Health Care Equipment & Supplies 1.9% |
Baxter International, Inc. | 589,044 | 35,266,064 |
Life Sciences Tools & Services 1.2% |
Thermo Fisher Scientific, Inc.* | 368,165 | 21,221,031 |
Pharmaceuticals 4.4% |
Abbott Laboratories | 515,122 | 29,624,666 |
Merck & Co., Inc. | 479,408 | 28,457,659 |
Wyeth | 464,970 | 22,830,027 |
| 80,912,352 |
Industrials 6.5% |
Aerospace & Defense 5.2% |
Honeywell International, Inc. | 515,915 | 29,211,107 |
L-3 Communications Holdings, Inc. | 196,659 | 21,760,319 |
Raytheon Co. | 335,285 | 20,737,377 |
United Technologies Corp. | 313,640 | 23,450,863 |
| 95,159,666 |
Machinery 1.3% |
Dover Corp. | 497,362 | 23,017,913 |
Information Technology 5.2% |
Computers & Peripherals 2.1% |
Brocade Communications Systems, Inc.* | 2,528,362 | 18,431,759 |
Hewlett-Packard Co. | 389,608 | 19,932,345 |
| 38,364,104 |
Semiconductors & Semiconductor Equipment 1.3% |
Taiwan Semiconductor Manufacturing Co., Ltd. (ADR) | 2,331,849 | 23,131,942 |
Software 1.8% |
Microsoft Corp. | 1,000,000 | 33,600,000 |
Materials 6.0% |
Chemicals 4.9% |
Air Products & Chemicals, Inc. | 316,746 | 31,370,524 |
Dow Chemical Co. | 472,790 | 19,828,812 |
Potash Corp. of Saskatchewan, Inc. | 315,239 | 37,794,004 |
| 88,993,340 |
Containers & Packaging 1.1% |
Sonoco Products Co. | 672,949 | 20,444,191 |
Telecommunication Services 3.5% |
Diversified Telecommunication Services |
AT&T, Inc. | 1,106,898 | 42,294,572 |
Verizon Communications, Inc. | 467,099 | 20,183,348 |
| 62,477,920 |
Utilities 12.3% |
Electric Utilities 8.8% |
Allegheny Energy, Inc.* | 545,406 | 33,133,415 |
Duke Energy Corp. | 1,189,458 | 23,539,374 |
Exelon Corp. | 513,606 | 41,638,038 |
FirstEnergy Corp. | 429,437 | 29,442,201 |
FPL Group, Inc. | 464,462 | 32,400,869 |
| 160,153,897 |
Multi-Utilities 3.5% |
Dominion Resources, Inc. | 497,866 | 23,514,211 |
PG&E Corp. | 836,601 | 38,709,528 |
| 62,223,739 |
Total Common Stocks (Cost $1,405,908,885) | 1,650,515,049 |
|
Securities Lending Collateral 3.1% |
Daily Assets Fund Institutional, 5.09% (b) (c) (Cost $55,922,000) | 55,922,000 | 55,922,000 |
|
Cash Equivalents 9.0% |
Cash Management QP Trust, 4.88% (b) (Cost $164,178,632) | 164,178,632 | 164,178,632 |
| % of Net Assets | Value ($) |
| |
Total Investment Portfolio (Cost $1,626,009,517)+ | 103.0 | 1,870,615,681 |
Other Assets and Liabilities, Net | (3.0) | (54,306,758) |
Net Assets | 100.0 | 1,816,308,923 |
* Non-income producing security.+ The cost for federal income tax purposes was $1,627,030,722. At November 30, 2007, net unrealized appreciation for all securities based on tax cost was $243,584,959. This consisted of aggregate gross unrealized appreciation for all securities in which there was an excess of value over tax cost of $284,312,497 and aggregate gross unrealized depreciation for all securities in which there was an excess of tax cost over value of $40,727,538.(a) All or a portion of these securities were on loan (see Notes to Financial Statements). The value of all securities loaned at November 30, 2007 amounted to $55,153,978 which is 3.0% 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.ADR: American Depositary Receipt
The accompanying notes are an integral part of the financial statements.
Financial Statements
Statement of Assets and Liabilities as of November 30, 2007 |
Assets |
Investments:
Investments in securities, at value (cost $1,405,908,885) — including $55,153,978 of securities loaned | $ 1,650,515,049 |
Investment in Daily Assets Fund Institutional (cost $55,922,000)* | 55,922,000 |
Investment in Cash Management QP Trust (cost $164,178,632) | 164,178,632 |
Total investments, at value (cost $1,626,009,517)
| 1,870,615,681 |
Dividends receivable
| 4,703,506 |
Interest receivable
| 713,785 |
Receivable for Fund shares sold
| 903,109 |
Other assets
| 21,401 |
Total assets
| 1,876,957,482 |
Liabilities |
Foreign cash overdraft (cost $1,489)
| 1,433 |
Payable upon return of securities loaned
| 55,922,000 |
Payable for Fund shares redeemed
| 3,100,663 |
Accrued management fee
| 599,160 |
Other accrued expenses and payables
| 1,025,303 |
Total liabilities
| 60,648,559 |
Net assets, at value | $ 1,816,308,923 |
Net Assets Consist of |
Undistributed net investment income
| 7,411,379 |
Net unrealized appreciation (depreciation) on:
Investments | 244,606,164 |
Foreign currency | (189) |
Accumulated net realized gain (loss)
| 308,185,629 |
Paid-in capital
| 1,256,105,940 |
Net assets, at value | $ 1,816,308,923 |
* Represents collateral on securities loaned.The accompanying notes are an integral part of the financial statements.
Statement of Assets and Liabilities as of November 30, 2007 (continued) |
Net Asset Value |
Class A Net Asset Value and redemption price(a) per share ($299,770,238 ÷ 12,228,932 shares of capital stock outstanding, $.01 par value, 320,000,000 shares authorized)
| $ 24.51 |
Maximum offering price per share (100 ÷ 94.25 of $24.51)
| $ 26.01 |
Class B Net Asset Value, offering and redemption price(a) (subject to contingent deferred sales charge) per share ($29,901,032 ÷ 1,218,463 shares of capital stock outstanding, $.01 par value, 320,000,000 shares authorized)
| $ 24.54 |
Class C Net Asset Value, offering and redemption price(a) (subject to contingent deferred sales charge) per share ($31,944,500 ÷ 1,302,638 shares of capital stock outstanding, $.01 par value, 80,000,000 shares authorized)
| $ 24.52 |
Class S Net Asset Value, offering and redemption price(a) per share ($1,393,527,551 ÷ 56,828,618 shares of capital stock outstanding, $.01 par value, 150,000,000 shares authorized)
| $ 24.52 |
Institutional Class Net Asset Value, offering and redemption price(a) per share ($61,165,602 ÷ 2,490,180 shares of capital stock outstanding, $.01 par value, 80,000,000 shares authorized)
| $ 24.56 |
(a) Redemption price per share for shares held less than 15 days is equal to net asset value less a 2% redemption fee.The accompanying notes are an integral part of the financial statements.
Statement of Operations for the year ended November 30, 2007 |
Investment Income |
Income:
Dividends (net of foreign taxes withheld of $288,322)
| $ 37,941,419 |
Interest
| 21,233 |
Interest — Cash Management QP Trust
| 2,755,156 |
Securities lending income, including income from Daily Assets Fund Institutional, net of borrower rebates
| 175,310 |
Total Income
| 40,893,118 |
Expenses:
Management fee
| 8,550,419 |
Administration fee
| 1,113,738 |
Services to shareholders
| 2,454,631 |
Custodian fee
| 145,355 |
Distribution and service fees
| 1,440,775 |
Professional fees
| 127,659 |
Directors' fees and expenses
| 67,669 |
Reports to shareholders
| 179,146 |
Registration fees
| 74,746 |
Other
| 54,890 |
Total expenses before expense reductions
| 14,209,028 |
Expense reductions
| (160,273) |
Total expenses after expense reductions
| 14,048,755 |
Net investment income (loss) | 26,844,363 |
Realized and Unrealized Gain (Loss) |
Net realized gain (loss) from:
Investments
| 310,224,495 |
Foreign currency
| (768) |
Payments by affiliates (see Note G)
| 544,762 |
| 310,768,489 |
Change in net unrealized appreciation (depreciation) on:
Investments
| (127,486,513) |
Foreign currency
| (189) |
| (127,486,702) |
Net gain (loss) | 183,281,787 |
Net increase (decrease) in net assets resulting from operations | $ 210,126,150 |
The accompanying notes are an integral part of the financial statements.
Statement of Changes in Net Assets |
Increase (Decrease) in Net Assets | Years Ended November 30, |
2007 | 2006 |
Operations:
Net investment income (loss)
| $ 26,844,363 | $ 35,880,012 |
Net realized gain (loss)
| 310,768,489 | 178,272,042 |
Change in net unrealized appreciation (depreciation)
| (127,486,702) | 41,847,932 |
Net increase (decrease) in net assets resulting from operations
| 210,126,150 | 255,999,986 |
Distributions to shareholders from:
Net investment income:
Class A | (5,115,752) | (5,114,077) |
Class B | (217,487) | (250,158) |
Class C | (262,383) | (263,131) |
Class R | — | (14,247) |
Class AARP | — | (336,442) |
Class S | (25,807,324) | (25,755,848) |
Institutional Class | (1,055,646) | (843,692) |
Net realized gains:
Class A | (31,879,304) | (18,159,055) |
Class B | (3,230,230) | (2,280,675) |
Class C | (3,101,069) | (2,025,938) |
Class R | — | (59,282) |
Class AARP | — | (1,358,100) |
Class S | (126,415,439) | (73,281,123) |
Institutional Class | (4,667,708) | (2,051,096) |
Total distributions
| (201,752,342) | (131,792,864) |
Fund share transactions:
Proceeds from shares sold
| 101,676,976 | 157,429,391 |
Reinvestment of distributions
| 189,105,276 | 120,229,548 |
Cost of shares redeemed
| (410,331,900) | (477,279,242) |
Redemption fees
| 4,005 | 9,235 |
Net increase (decrease) in net assets from Fund share transactions
| (119,545,643) | (199,611,068) |
Increase (decrease) in net assets | (111,171,835) | (75,403,946) |
Net assets at beginning of period
| 1,927,480,758 | 2,002,884,704 |
Net assets at end of period (including undistributed net investment income of $7,411,379 and $12,479,776, respectively)
| $ 1,816,308,923 | $ 1,927,480,758 |
The accompanying notes are an integral part of the financial statements.
Financial Highlights
Class A Years Ended November 30, | 2007 | 2006 | 2005 | 2004 | 2003 |
Selected Per Share Data |
Net asset value, beginning of period | $ 24.40 | $ 22.87 | $ 22.15 | $ 19.93 | $ 17.09 |
Income (loss) from investment operations: Net investment income (loss)a | .28 | .38d | .34 | .30 | .25 |
Net realized and unrealized gain (loss) | 2.34 | 2.63 | .79 | 2.16 | 2.81 |
Total from investment operations | 2.62 | 3.01 | 1.13 | 2.46 | 3.06 |
Less distributions from: Net investment income | (.36) | (.33) | (.41) | (.24) | (.22) |
Net realized gains | (2.15) | (1.15) | — | — | — |
Total distributions | (2.51) | (1.48) | (.41) | (.24) | (.22) |
Redemption fees
| .00* | .00* | .00* | — | — |
Net asset value, end of period | $ 24.51 | $ 24.40 | $ 22.87 | $ 22.15 | $ 19.93 |
Total Return (%)b
| 11.65c | 13.98d | 5.21c | 12.34c | 18.16c |
Ratios to Average Net Assets and Supplemental Data |
Net assets, end of period ($ millions)
| 300 | 363 | 364 | 283 | 152 |
Ratio of expenses before expense reductions (%)
| 1.00 | 1.02 | 1.06 | 1.32 | 1.30 |
Ratio of expenses after expense reductions (%)
| .99 | 1.02 | 1.05 | 1.21 | 1.29 |
Ratio of net investment income (loss) (%)
| 1.21 | 1.65d | 1.52 | 1.39 | 1.41 |
Portfolio turnover rate (%)
| 86 | 76 | 56 | 39 | 69 |
a Based on average shares outstanding during the period.
b Total return does not reflect the effect of any sales charge.
c Total return would have been lower had certain expenses not been reduced.
d Includes non-recurring income from the Advisor recorded as a result of an administrative proceeding regarding disclosure of brokerage allocation practices in connection with sales of DWS Scudder Funds. The non-recurring income resulted in an increase in net investment income of $0.033 per share and an increase in the ratio of net investment income of 0.14%. Excluding this non-recurring income, total return would have been 0.14% lower.
* Amount is less than $.005.
|
Class B Years Ended November 30, | 2007 | 2006 | 2005 | 2004 | 2003 |
Selected Per Share Data |
Net asset value, beginning of period | $ 24.41 | $ 22.88 | $ 22.14 | $ 19.91 | $ 17.07 |
Income (loss) from investment operations: Net investment income (loss)a | .09 | .18d | .14 | .14 | .11 |
Net realized and unrealized gain (loss) | 2.34 | 2.64 | .82 | 2.15 | 2.81 |
Total from investment operations | 2.43 | 2.82 | .96 | 2.29 | 2.92 |
Less distributions from: Net investment income | (.15) | (.14) | (.22) | (.06) | (.08) |
Net realized gains | (2.15) | (1.15) | — | — | — |
Total distributions | (2.30) | (1.29) | (.22) | (.06) | (.08) |
Redemption fees
| .00* | .00* | .00* | — | — |
Net asset value, end of period | $ 24.54 | $ 24.41 | $ 22.88 | $ 22.14 | $ 19.91 |
Total Return (%)b
| 10.74c | 13.04d | 4.30c | 11.51c | 17.20c |
Ratios to Average Net Assets and Supplemental Data |
Net assets, end of period ($ millions)
| 30 | 37 | 48 | 50 | 50 |
Ratio of expenses before expense reductions (%)
| 1.83 | 1.89 | 1.98 | 2.21 | 2.16 |
Ratio of expenses after expense reductions (%)
| 1.82 | 1.89 | 1.90 | 1.96 | 2.11 |
Ratio of net investment income (loss) (%)
| .38 | .78d | .67 | .64 | .59 |
Portfolio turnover rate (%)
| 86 | 76 | 56 | 39 | 69 |
a Based on average shares outstanding during the period.
b Total return does not reflect the effect of any sales charge.
c Total return would have been lower had certain expenses not been reduced.
d Includes non-recurring income from the Advisor recorded as a result of an administrative proceeding regarding disclosure of brokerage allocation practices in connection with sales of DWS Scudder Funds. The non-recurring income resulted in an increase in net investment income of $0.033 per share and an increase in the ratio of net investment income of 0.14%. Excluding this non-recurring income, total return would have been 0.15% lower.
* Amount is less than $.005.
|
Class C Years Ended November 30, | 2007 | 2006 | 2005 | 2004 | 2003 |
Selected Per Share Data |
Net asset value, beginning of period | $ 24.40 | $ 22.86 | $ 22.13 | $ 19.91 | $ 17.07 |
Income (loss) from investment operations: Net investment income (loss)a | .11 | .21d | .17 | .14 | .11 |
Net realized and unrealized gain (loss) | 2.34 | 2.64 | .79 | 2.15 | 2.82 |
Total from investment operations | 2.45 | 2.85 | .96 | 2.29 | 2.93 |
Less distributions from: Net investment income | (.18) | (.16) | (.23) | (.07) | (.09) |
Net realized gains | (2.15) | (1.15) | — | — | — |
Total distributions | (2.33) | (1.31) | (.23) | (.07) | (.09) |
Redemption fees
| .00* | .00* | .00* | — | — |
Net asset value, end of period | $ 24.52 | $ 24.40 | $ 22.86 | $ 22.13 | $ 19.91 |
Total Return (%)b
| 10.86c | 13.16d | 4.38 | 11.51c | 17.23c |
Ratios to Average Net Assets and Supplemental Data |
Net assets, end of period ($ millions)
| 32 | 36 | 42 | 38 | 21 |
Ratio of expenses before expense reductions (%)
| 1.74 | 1.75 | 1.81 | 2.08 | 2.09 |
Ratio of expenses after expense reductions (%)
| 1.73 | 1.75 | 1.81 | 1.96 | 2.07 |
Ratio of net investment income (loss) (%)
| .47 | .93d | .76 | .64 | .63 |
Portfolio turnover rate (%)
| 86 | 76 | 56 | 39 | 69 |
a Based on average shares outstanding during the period.
b Total return does not reflect the effect of any sales charge.
c Total return would have been lower had certain expenses not been reduced.
d Includes non-recurring income from the Advisor recorded as a result of an administrative proceeding regarding disclosure of brokerage allocation practices in connection with sales of DWS Scudder Funds. The non-recurring income resulted in an increase in net investment income of $0.033 per share and an increase in the ratio of net investment income of 0.14%. Excluding this non-recurring income, total return would have been 0.15% lower.
* Amount is less than $.005.
|
Class S Years Ended November 30, | 2007 | 2006 | 2005a |
Selected Per Share Data |
Net asset value, beginning of period | $ 24.40 | $ 22.88 | $ 22.21 |
Income (loss) from investment operations: Net investment income (loss)b | .36 | .45d | .40 |
Net realized and unrealized gain (loss) | 2.35 | 2.63 | .55 |
Total from investment operations | 2.71 | 3.08 | .95 |
Less distributions from: Net investment income | (.44) | (.41) | (.28) |
Net realized gains | (2.15) | (1.15) | — |
Total distributions | (2.59) | (1.56) | (.28) |
Redemption fees
| .00*** | .00*** | .00*** |
Net asset value, end of period | $ 24.52 | $ 24.40 | $ 22.88 |
Total Return (%)
| 12.06c | 14.33d | 4.33** |
Ratios to Average Net Assets and Supplemental Data |
Net assets, end of period ($ millions)
| 1,394 | 1,438 | 1,483 |
Ratio of expenses before expense reductions (%)
| .67 | .71 | .68* |
Ratio of expenses after expense reductions (%)
| .66 | .71 | .68* |
Ratio of net investment income (loss) (%)
| 1.54 | 1.96d | 1.89* |
Portfolio turnover rate (%)
| 86 | .76 | 56 |
a For the period from December 20, 2004 (commencement of operations of Class S shares) to November 30, 2005.
b Based on average shares outstanding during the period.
c Total return would have been lower had certain expenses not been reduced.
d Includes non-recurring income from the Advisor recorded as a result of an administrative proceeding regarding disclosure of brokerage allocation practices in connection with sales of DWS Scudder Funds. The non-recurring income resulted in an increase in net investment income of $0.033 per share and an increase in the ratio of net investment income of 0.14%. Excluding this non-recurring income, total return would have been 0.15% lower.
* Annualized
** Not annualized
*** Amount is less than $.005.
|
Institutional Class Years Ended November 30, | 2007 | 2006 | 2005 | 2004 | 2003 |
Selected Per Share Data |
Net asset value, beginning of period | $ 24.44 | $ 22.91 | $ 22.19 | $ 19.98 | $ 17.13 |
Income (loss) from investment operations: Net investment income (loss)a | .38 | .46c | .42 | .37 | .32 |
Net realized and unrealized gain (loss) | 2.35 | 2.64 | .79 | 2.17 | 2.83 |
Total from investment operations | 2.73 | 3.10 | 1.21 | 2.54 | 3.15 |
Less distributions from: Net investment income | (.46) | (.42) | (.49) | (.33) | (.30) |
Net realized gains | (2.15) | (1.15) | — | — | — |
Total distributions | (2.61) | (1.57) | (.49) | (.33) | (.30) |
Redemption fees
| .00* | .00* | .00* | — | — |
Net asset value, end of period | $ 24.56 | $ 24.44 | $ 22.91 | $ 22.19 | $ 19.98 |
Total Return (%)
| 12.13c | 14.45b,c | 5.64b | 12.65b | 18.73 |
Ratios to Average Net Assets and Supplemental Data |
Net assets, end of period ($ millions)
| 61 | 53 | 35 | 8 | 13 |
Ratio of expenses before expense reductions (%)
| .58 | .66 | .68 | .94 | .87 |
Ratio of expenses after expense reductions (%)
| .57 | .64 | .66 | .86 | .87 |
Ratio of net investment income (loss) (%)
| 1.63 | 2.03c | 1.91 | 1.74 | 1.83 |
Portfolio turnover rate (%)
| 86 | 76 | 56 | 39 | 69 |
a Based on average shares outstanding during the period.
b Total return would have been lower had certain expenses not been reduced.
c Includes non-recurring income from the Advisor recorded as a result of an administrative proceeding regarding disclosure of brokerage allocation practices in connection with sales of DWS Scudder Funds. The non-recurring income resulted in an increase in net investment income of $0.033 per share and an increase in the ratio of net investment income of 0.14%. Excluding this non-recurring income, total return would have been 0.14% lower.
* Amount is less than $.005.
|
Notes to Financial Statements
A. Significant Accounting Policies
DWS Large Cap Value 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 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 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. 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 and 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 convert into another class. Institutional Class shares are offered to a limited group of investors, are not subject to initial or contingent deferred sales charges and have lower ongoing expenses than other classes. Class S shares are not subject to initial or contingent deferred sales charges and are generally not available to new investors except under certain circumstances.
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. Equity securities are valued at the most recent sale price or official closing price reported on the exchange (US or foreign) or over-the-counter market on which the security is traded most extensively. 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.
Money market instruments purchased with an original or remaining maturity of sixty days or less, maturing at par, are valued at amortized cost. Investments in open-end investment companies and Cash Management QP Trust are valued at their net asset value each business day.
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 Directors. The Fund may use a fair valuation model to value 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.
In September 2006, the Financial Accounting Standards Board ("FASB") released Statement of Financial Accounting Standards No. 157, "Fair Value Measurements" ("FAS 157"). FAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. As of November 30, 2007, management does not believe the adoption of FAS 157 will impact the amounts reported in the financial statements, however, additional disclosures will be required about the inputs used to develop the measurements of fair value and the effect of certain of the measurements reported in the statement of operations for a fiscal period.
Securities Lending. The Fund may lend securities to financial institutions. The Fund retains beneficial ownership of the securities it has loaned and continues to receive interest and dividends paid by the issuer of 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 liquid, unencumbered assets having a value at least equal to the value of the securities loaned. 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 the lending agent. Either the Fund or the borrower may terminate the loan. The Fund is subject to all investment risks associated with the value of any cash collateral received, including, but not limited to, interest rate, credit and liquidity risk associated with such investments.
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. Accordingly, the Fund paid no federal income taxes and no federal income tax provision was required.
In July 2006, FASB issued Interpretation No. 48 ("FIN 48"), "Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109" (the "Interpretation"). The Interpretation establishes for the Fund a minimum threshold for financial statement recognition of the benefit of positions taken in filing tax returns (including whether the Fund is taxable in certain jurisdictions), and requires certain expanded tax disclosures. The Interpretation is effective for fiscal years beginning after December 15, 2006. On December 22, 2006, the SEC indicated that they would not object if a Fund implements FIN 48 in the first required financial statement reporting period for its fiscal year beginning after December 15, 2006. Management is evaluating the application of the Interpretation to the Fund and is not in a position at this time to estimate the significance of its impact, if any, on the Fund's financial statements.
Distribution of Income and Gains. Net investment income of the Fund, if any, is 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 timing and characterization of certain income and capital gains 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 certain securities sold at a loss. As a result, net investment income (loss) and net realized gain (loss) on investment transactions for a reporting period may differ significantly from distributions during such period. Accordingly, the Fund may periodically make reclassifications among certain of its capital accounts without impacting the net asset value of the Fund.
At November 30, 2007, the Fund's components of distributable earnings (accumulated losses) on a tax-basis were as follows:
Undistributed ordinary income*
| $ 54,546,546 |
Undistributed net long-term capital gains
| $ 262,084,257 |
Net unrealized appreciation (depreciation) on investments
| $ 243,584,959 |
In addition, the tax character of distributions paid to shareholders by the Fund is summarized as follows:
| Years Ended November 30, |
| 2007 | 2006 |
Distributions from ordinary income*
| $ 67,143,474 | $ 32,577,595 |
Distributions from long-term capital gains
| $ 134,608,868 | 99,215,269 |
* For tax purposes, short-term capital gains distributions are considered ordinary income distributions.Redemption Fees. The Fund imposes a redemption fee of 2% of the total redemption amount on all Fund shares redeemed or exchanged within 15 days of buying them, either by purchase or exchange. This fee is assessed and retained by the Fund for the benefit of the remaining shareholders. The redemption fee is accounted for as an addition to paid-in capital.
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.
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. Certain dividends from foreign securities may be recorded subsequent to the ex-dividend date as soon as the Fund is informed of such dividends. Realized gains and losses from investment transactions are recorded on an identified cost basis.
B. Purchases and Sales of Securities
During the year ended November 30, 2007, purchases and sales of investment securities (excluding short-term investments) aggregated $1,540,746,894 and $1,948,480,354, respectively.
C. Related Parties
Management Agreement. Under the Amended and Restated 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 or delegates such responsibilities to the Fund's subadvisor.
Effective February 5, 2007, Deutsche Asset Management International GmbH ("DeAMi"), an affiliate of the Advisor, became subadvisor with respect to investment and reinvestment of assets of the Fund, pursuant to an interim subadvisory agreement. On April 25, 2007, the shareholders approved the subadvisory agreement with DeAMi. The Advisor compensates DeAMi out of the management fee it receives from the Fund.
Prior to April 25, 2007, in addition to portfolio management services, the Advisor provided certain administrative services in accordance with the Investment Management Agreement. For the period from December 1, 2006 through April 24, 2007, under the Investment Management Agreement with the Advisor, the Fund paid a monthly management fee based on the Fund's average daily net assets, computed and accrued daily and payable monthly, at the following rates:
First $1.5 billion of the Fund's average daily net assets
| .525% |
Next $500 million of such net assets
| .500% |
Next $1 billion of such net assets
| .475% |
Next $1 billion of such net assets
| .450% |
Next $1 billion of such net assets
| .425% |
Over $5 billion of such net assets
| .400% |
Effective April 25, 2007, under the Amended and Restated 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 $1.5 billion of the Fund's average daily net assets
| .425% |
Next $500 million of such net assets
| .400% |
Next $1 billion of such net assets
| .375% |
Next $1 billion of such net assets
| .350% |
Next $1 billion of such net assets
| .325% |
Over $5 billion of such net assets
| .300% |
Accordingly, for the year ended November 30, 2007, the fee pursuant to the Investment Management Agreement was equivalent to an annual effective rate of .46% of the Fund's average daily net assets.
For the period from December 1, 2006 through March 31, 2008, the Advisor has contractually agreed to waive all or a portion of its management fee and reimburse or pay certain operating expenses of the Fund (excluding certain expenses such as extraordinary expenses, taxes, brokerage and interest expenses) to the extent necessary to maintain the operating expenses of each class as follows:
Class A
| 1.14% |
Class B
| 1.89% |
Class C
| 1.89% |
Class S
| .80% |
Institutional Class
| .65% |
Administration Fee. Effective April 25, 2007, the Fund entered into an Administrative Services Agreement with the Advisor, pursuant to which DIMA provides most administrative services to the Fund. For all services provided under the Administrative Services Agreement, the Fund pays the Advisor an annual fee ("Administration Fee") of 0.10% of the Fund's average daily net assets, computed and accrued daily and payable monthly. For the period from April 25, 2007 through November 30, 2007, the Advisor received an Administration Fee of $1,113,738, of which $149,001 is unpaid.
Service Provider Fees. DWS Scudder Investments Service Company ("DWS-SISC"), an affiliate of the Advisor, is the transfer agent, dividend-paying agent and shareholder service agent for the Fund. Prior to April 1, 2007, DWS Scudder Service Corporation ("DWS-SSC"), an affiliate of the Advisor, was the transfer agent, dividend-paying agent and shareholder service agent for Class S shares of the Fund. Effective April 1, 2007, DWS-SSC merged with DWS-SISC. The Board of the Fund approved a new transfer agency agreement between the Fund and DWS-SISC. The new transfer agency agreement is identical in substance to the previous transfer agency agreement for the Fund, except for the named transfer agent. Pursuant to a sub-transfer agency agreement among DWS-SISC, DWS-SSC (through March 31, 2007) and DST Systems, Inc. ("DST"), DWS-SISC and DWS-SSC have delegated certain transfer agent, dividend-paying agent and shareholder service agent functions to DST. DWS-SISC and DWS-SSC compensate DST out of the shareholder servicing fee they receive from the Fund. For the year ended November 30, 2007, the amounts charged to the Fund by DWS-SISC and DWS-SSC (through March 31, 2007) were as follows:
Services to Shareholders | Total Aggregated | Unpaid at November 30, 2007 |
Class A
| $ 473,046 | $ 84,185 |
Class B
| 85,663 | 15,902 |
Class C
| 55,726 | 10,549 |
Class S
| 1,250,673 | 257,998 |
Institutional Class
| 7,721 | 285 |
| $ 1,872,829 | $ 368,919 |
Distribution and Service Fees. Under the Fund's Class B and Class C 12b-1 Plans, DWS Scudder Distributors, Inc. ("DWS-SDI"), 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. In accordance with the Fund's Underwriting and Distribution Services Agreement, DWS-SDI enters into related selling group agreements with various firms at various rates for sales of Class B and C shares. For the year ended November 30, 2007 the Distribution Fee was as follows:
Distribution Fee | Total Aggregated | Unpaid at November 30, 2007 |
Class B
| $ 250,599 | $ 18,848 |
Class C
| 252,433 | 19,653 |
| $ 503,032 | $ 38,501 |
In addition, DWS-SDI provides information and administrative services for a fee ("Service Fee") to Class A, B and C shareholders at an annual rate of up to 0.25% of average daily net assets for each such class. DWS-SDI 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 year ended November 30, 2007, the Service Fee was as follows:
Service Fee | Total Aggregated | Unpaid at November 30, 2007 | Annual Effective Rate |
Class A
| $ 779,079 | $ 61,348 | .23% |
Class B
| 79,566 | 5,878 | .24% |
Class C
| 79,098 | 6,492 | .23% |
| $ 937,743 | $ 73,718 | |
Underwriting Agreement and Contingent Deferred Sales Charge. DWS-SDI is the principal underwriter for the Fund. Underwriting commissions paid in connection with the distribution of Class A shares for the year ended November 30, 2007 aggregated $23,596.
In addition, DWS-SDI 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 year ended November 30, 2007 the CDSC for Class B and C shares aggregated $55,318 and $1,032, respectively. A deferred sales charge of up to 1% is assessed on certain redemptions of Class A shares. For the year ended November 30, 2007, DWS-SDI received $127 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 year ended November 30, 2007, the amount charged to the Fund by DIMA included in the Statement of Operations under "reports to shareholders" aggregated $37,006, of which $10,409 is unpaid.
Directors' Fees and Expenses. The Fund paid each Director not affiliated with the Advisor retainer fees plus specified amounts for various committee services and for the Board Chairperson.
Cash Management QP Trust. Pursuant to an Exemptive Order issued by the SEC, the Fund may invest in the Cash Management QP Trust (the ``QP Trust'') and other affiliated funds managed by the Advisor. The QP Trust seeks to provide as high a level of current income as is consistent with the preservation of capital and the maintenance of liquidity. The QP Trust does not pay the Advisor a management fee for the affiliated funds' investments in the QP Trust.
D. Fee Reductions
For the year ended November 30, 2007, the Advisor agreed to reimburse the Fund $18,494, which represents a portion of the fee savings expected to be realized by the Advisor related to the outsourcing by the Advisor of certain administrative services to an unaffiliated service provider.
In addition, the Fund has entered into an arrangement with its custodian and transfer agent whereby credits realized as a result of uninvested cash balances were used to reduce a portion of the Fund's custodian expenses. During the year ended November 30, 2007, the Fund's custodian fee was reduced by $75,039 and $66,740, respectively, for custody and transfer agent credits earned.
E. Line of Credit
The Fund and other affiliated funds (the ``Participants'') share in a $750 million revolving credit facility administered by JPMorgan Chase Bank, N.A. 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, pro rata based upon net assets, among each of the Participants. Interest is calculated at the Federal Funds Rate plus 0.35 percent. The Fund may borrow up to a maximum of 33 percent of its net assets under the agreement.
F. Share Transactions
The following table summarizes share and dollar activity in the Fund:
| Year Ended November 30, 2007 | Year Ended November 30, 2006 |
| Shares | Dollars | Shares | Dollars |
Shares sold | |
Class A
| 2,167,471 | $ 50,835,604 | 3,327,001 | $ 75,733,382 |
Class B
| 89,076 | 2,088,004 | 113,207 | 2,583,943 |
Class C
| 139,666 | 3,260,838 | 218,555 | 4,993,785 |
Class R*
| — | — | 26,464 | 603,759 |
Class AARP*
| — | — | 68,291 | 1,546,298 |
Class S
| 1,767,214 | 41,611,393 | 2,614,247 | 59,422,923 |
Institutional Class
| 163,302 | 3,881,137 | 549,137 | 12,545,301 |
| | $ 101,676,976 | | $ 157,429,391 |
Shares issued to shareholders in reinvestment of dividends |
Class A
| 1,522,303 | $ 34,820,690 | 986,277 | $ 21,721,962 |
Class B
| 140,746 | 3,220,134 | 107,416 | 2,363,227 |
Class C
| 118,425 | 2,709,414 | 84,493 | 1,858,852 |
Class R*
| — | — | 3,330 | 73,529 |
Class AARP*
| — | — | 73,592 | 1,611,325 |
Class S
| 6,232,765 | 142,652,883 | 4,069,899 | 89,722,768 |
Institutional Class
| 248,630 | 5,702,155 | 130,198 | 2,877,885 |
| | $ 189,105,276 | | $ 120,229,548 |
Shares redeemed | |
Class A
| (6,353,433) | $ (148,916,231) | (5,418,233) | $ (122,792,269) |
Class B
| (545,734) | (12,805,237) | (769,149) | (17,562,638) |
Class C
| (410,808) | (9,680,257) | (682,824) | (15,540,692) |
Class R*
| — | — | (8,229) | (185,401) |
Class AARP*
| — | — | (280,790) | (6,307,630) |
Class S
| (10,100,265) | (236,662,206) | (13,710,670) | (313,648,898) |
Institutional Class
| (95,538) | (2,267,969) | (53,558) | (1,241,714) |
| | $ (410,331,900) | | $ (477,279,242) |
Shares converted* | |
Class A
| — | $ — | 69,573 | $ 1,694,822 |
Class R
| — | — | (69,419) | (1,694,822) |
Class AARP
| — | — | (1,146,195) | (25,156,597) |
Class S
| — | — | 1,145,569 | 25,156,597 |
| | $ — | | $ — |
Redemption fees | $ 4,005 | | $ 9,235 |
Net increase (decrease) | |
Class A
| (2,663,659) | $ (63,258,112) | (1,035,382) | $ (23,639,396) |
Class B
| (315,912) | (7,496,165) | (548,526) | (12,614,034) |
Class C
| (152,717) | (3,709,874) | (379,776) | (8,687,678) |
Class R*
| — | — | (47,854) | (1,202,935) |
Class AARP*
| — | — | (1,285,102) | (28,306,304) |
Class S
| (2,100,286) | (52,396,835) | (5,880,955) | (139,342,193) |
Institutional Class
| 316,394 | 7,315,343 | 625,777 | 14,181,472 |
| | $ (119,545,643) | | $ (199,611,068) |
* On June 28, 2006, the Board of the Fund approved the conversion of the Class AARP shares of the Fund into the Class S shares of the Fund and the conversion of Class R shares of the Fund into the Class A shares of the Fund. The Class AARP shares and Class R shares conversions were completed on July 14, 2006 and November 17, 2006, respectively, and these shares are no longer offered.G. Payments Made by Affiliates
During the year ended November 30, 2007, the Advisor fully reimbursed the Fund $544,762 for losses on certain operation errors during the period. The amount of this reimbursement was less than 0.01% of the Fund's average net assets, thus having no impact on the Fund's total return.
Report of Independent Registered Public Accounting Firm
To the Board of Directors of DWS Value Series, Inc. and Shareholders of DWS Large Cap Value Fund:
We have audited the accompanying statement of assets and liabilities of DWS Large Cap Value Fund, one of a series of DWS Value Series, Inc. (the "Corporation"), including the investment portfolio, as of November 30, 2007, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the periods indicated therein. These financial statements and financial highlights are the responsibility of the Corporation's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Corporation's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Corporation's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of November 30, 2007, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of DWS Large Cap Value Fund at November 30, 2007, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the periods indicated therein, in conformity with U.S. generally accepted accounting principles.
Boston, Massachusetts
January 21, 2008 | |  |
Tax Information (Unaudited)
The Fund paid distributions of $1.70 per share from net long-term capital gains during its year ended November 30, 2007, of which 100% represents 15% rate gains.
Pursuant to Section 852 of the Internal Revenue Code, the Fund designated $288,368,000 as capital gain dividends for its year ended November 30, 2007, of which 100% represents 15% rate gains.
For corporate shareholders, 100% of the income dividends paid during the Fund's fiscal year ended November 30, 2007 qualified for the dividends received deduction.
For federal income tax purposes, the Fund designates approximately $41,736,000, or the maximum amount allowable under tax law, as qualified dividend income.
Please contact a tax advisor if you have questions about federal or state income tax laws, or on how to prepare your tax returns. If you have specific questions about your account, please call (800) 621-1048.
Investment Management Agreement Approval
Board Considerations in Connection with the Annual Review of the Investment Management Agreement
The Board of Directors, including the Independent Directors, approved the renewal of your Fund's investment management agreement (the "Agreement") with Deutsche Investment Management Americas Inc. ("DIMA" or the "Advisor") in September 2007. As part of its review process, the Board requested and evaluated all information it deemed reasonably necessary to evaluate the Agreement. Over the course of several months, the Contract Review Committee, in coordination with the Equity Oversight Committee and the Operations Committee of the Board, reviewed comprehensive materials received from the Advisor, independent third parties and independent counsel. These materials included an analysis of the Fund's performance, fees and expenses, and profitability compiled by an independent fee consultant. The Board also received extensive information throughout the year regarding performance and operating results of the Fund. Based on their evaluation of the information provided, the Committees presented their findings and recommendations to the Independent Directors as a group. The Independent Directors then reviewed the Committees' findings and recommendations and presented their recommendations to the full Board. Throughout their consideration of the Agreement, the Independent Directors were advised by their independent legal counsel and by an independent fee consultant.
In connection with the contract review process, the various Committees and the Board considered the factors discussed below, among others. The Board also considered that the Advisor 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 invested in the Fund, or approved the investment management agreement for the Fund, knowing that the Advisor managed the Fund and knowing the investment management fee schedule. The Board considered Deutsche Bank's commitment that it will devote to the Advisor and its affiliates all attention and resources that are necessary to provide the Fund with top-quality investment management and shareholder, administrative and product distribution services.
Nature, Quality and Extent of Services. The Board considered the nature, extent and quality of services provided by the Advisor, including portfolio management services and administrative services. The Board noted that, under the Agreement, which shareholders recently approved in April 2007, DIMA provides portfolio management services to the Fund and that, pursuant to a separate Administrative Services Agreement, DIMA provides administrative services to the Fund. The Board also noted that shareholders approved a new sub-advisory agreement in April 2007 pursuant to which DIMA has delegated day-to-day portfolio management responsibility to Deutsche Asset Management International GmbH, an affiliate of the Advisor. The Board considered the experience and skills of senior management and investment personnel, the resources made available to such personnel, the ability of the Advisor to attract and retain high-quality personnel, the impact of the recent change in portfolio manager, and the organizational depth and stability of the Advisor. 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 independent fee consultant using information supplied by Lipper Inc. ("Lipper"). The Board considered whether investment results were consistent with the Fund's investment objectives and policies. The Board also noted that it has put a process into place of identifying "Focus Funds" (e.g., funds performing poorly relative to their benchmark or a peer group compiled by Lipper), and receives more frequent reporting and information from the Advisor regarding such funds, along with the Advisor's remedial plans to address underperformance. The Board believes this process is an effective manner of addressing poorly performing funds at this time.
On the basis of this evaluation and the ongoing review of investment results by the Equity Oversight Committee, the Board concluded that the nature, quality and extent of services provided by the Advisor historically have been and continue to be satisfactory. The Board noted the short-term relative underperformance of the Fund, and took into account the factors contributing to such performance, the Fund's favorable long-term performance, and steps taken by the Advisor to improve performance, including the change in portfolio manager.
Fees and Expenses. The Board considered the Fund's management fee rate, operating expenses and total expense ratios, and compared management fees to a peer group and total expenses to a broader peer universe based on information and data supplied by Lipper and supplemented by the independent fee consultant. The information provided to the Board showed that the Fund's management fee rate was at the 12th percentile of the peer group, and that the Fund's total expense ratios (excluding any 12b-1 plans) were at the following percentiles of the peer universe: the 27th percentile for Class A shares, the 41st percentile for Class B shares, the 27th percentile for Class C shares, the 10th percentile for Institutional Class shares and the 19th percentile for Class S shares. The Board also considered the Fund's management fee rate as compared to fees charged by the Advisor and certain of its affiliates for comparable mutual funds and considered differences in fund and fee structures among the DWS Funds. The Board took into account the Advisor's commitment to cap total expenses until April 1, 2008.
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 the Advisor.
Profitability. The Board reviewed detailed information regarding revenues received by the Advisor under the Agreement. The Board considered the estimated costs and pre-tax profits realized by the Advisor 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 the DWS Scudder organization with respect to all fund services in totality and by fund. The Board reviewed DIMA's methodology in allocating its costs to the management of the Fund. Although the Board noted the inherently subjective nature of any allocation methodology, the Board received an attestation report from an accounting firm affirming that the allocation methods were consistently applied and were based upon practices commonly used in the investment management industry. 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.
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 considered whether the management fee schedule under the Agreement is reasonable in relation to the asset size of the Fund. The Board noted that the management fee schedule included five breakpoints, designed to share economies of scale with Fund shareholders. The Board concluded that the management fee schedule, together with expense caps, reflects an appropriate level of sharing of any economies of scale.
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 the Advisor for administrative services provided to the Fund and any fees received by an affiliate of the Advisor for distribution services. The Board also considered the incidental public relations benefits to DIMA related to DWS Funds advertising and cross-selling opportunities among DeAM products and services. The Board concluded that management fees were reasonable in light of these fallout benefits.
Based on all of the information considered and the conclusions reached, the Board (including a majority of the Independent Directors) determined that the terms of the Agreement continue to be fair and reasonable and that the continuation of the Agreement is in the best interests of the Fund. No single factor was determinative in the Board's analysis.
Board Considerations in Connection with the Annual Review of the Sub-Advisory Agreement
The Board of Directors, including the Independent Directors, approved the renewal of your Fund's sub-advisory agreement (the "Sub-Advisory Agreement") between Deutsche Investment Management Americas Inc. ("DIMA" or the "Advisor") and Deutsche Asset Management International GmbH, an affiliate of the Advisor (the "Sub-Advisor") in September 2007. The Board noted that the Sub-Advisory Agreement was approved by shareholders in April 2007 and that the approval of the Sub-Advisory Agreement allowed DIMA to complete a change in the portfolio manager of the Fund. As part of its review process, the Board requested and evaluated all information it deemed reasonably necessary to evaluate the Sub-Advisory Agreement. The review process followed by the Board is described in detail above. In connection with the renewal of the Sub-Advisory Agreement, the various Committees and the Board considered the factors described below, among others.
Nature, Quality and Extent of Services. The Board considered the nature, quality and extent of services provided under the Sub-Advisory Agreement. The Board considered the reputation, qualifications and background of the Sub-Advisor, investment approach of the Sub-Advisor, the experience and skills of investment personnel responsible for the day-to-day management of the Fund, and the resources made available to such personnel. The Board considered short-term and longer-term performance of the Fund (as described above), but noted that the performance information did not include the period during which the Sub-Advisor managed the Fund.
On the basis of this evaluation and the ongoing review of investment results by the Equity Oversight Committee, the Board concluded that the nature, quality and extent of services provided by the Sub-Advisor to date have to be satisfactory.
Fees; Profitability and Economies of Scale. The Board considered the sub-advisory fee rate under the Sub-Advisory Agreement and how it related to the overall management fee structure of the Fund. The Board noted that it did not receive an estimate of the Sub-Advisor's profitability in connection with the management of the Fund, but noted that the Advisor compensates the Sub-Advisor from its fees. The Board also considered that the Sub-Advisor is an affiliate of the Advisor and noted its consideration of the estimated profitability of the Advisor.
As part of its review of the investment management agreement with DIMA, the Board considered whether there will be economies of scale with respect to the overall fee structure of the Fund and whether the Fund will benefit from any economies of scale. The Board also noted that the investment management agreement with DIMA included breakpoints and concluded that the overall structure was designed to share economies of scale with shareholders.
Other Benefits to the Sub-Advisor. The Board also considered the character and amount of other incidental benefits received by the Sub-Advisor and its affiliates. The Board noted that under the current soft dollar policy, the Sub-Advisor may not use Portfolio brokerage transactions to pay for research services generated by parties other than the executing broker-dealer ("third-party research"), although the Sub-Advisor may obtain proprietary research prepared by an executing broker-dealer in connection with a transaction through that broker-dealer. The Board, however, may in the future permit the Sub-Advisor to allocate brokerage to acquire third-party research. The Board concluded that the sub-advisory fees were reasonable in light of these fallout benefits.
Based on all of the information considered and the conclusions reached, the Board (including a majority of the Independent Directors) determined that the terms of the Sub-Advisory Agreement continue to be fair and reasonable and that the continuation of the Sub-Advisory Agreement is in the best interests of the Fund. No single factor was determinative in the Board's analysis.
Summary of Management Fee Evaluation by Independent Fee Consultant
October 26, 2007
Pursuant to an Order entered into by Deutsche Investment Management Americas and affiliates (collectively, "DeAM") with the Attorney General of New York, I, Thomas H. Mack, have been appointed the Independent Fee Consultant for the DWS Scudder Funds. My duties include preparing an annual written evaluation of the management fees DeAM charges the Funds, considering among other factors the management fees charged by other mutual fund companies for like services, management fees DeAM charges other clients for like services, DeAM's costs of supplying services under the management agreements and related profit margins, possible economies of scale if a Fund grows larger, and the nature and quality of DeAM's services, including fund performance. This report summarizes my evaluation for 2007, including my qualifications, the evaluation process for each of the DWS Scudder Funds, consideration of certain complex-level factors, and my conclusions.
Qualifications
For more than 30 years I have served in various professional capacities within the investment management business. I have held investment analysis and advisory positions, including securities analyst, portfolio strategist and director of investment policy with a large investment firm. I have also performed business management functions, including business development, financial management and marketing research and analysis.
Since 1991, I have been an independent consultant within the asset management industry. I have provided services to over 125 client organizations, including investment managers, mutual fund boards, product distributors and related organizations. Over the past several years I have completed a number of assignments for mutual fund boards, specifically including assisting boards with management contract renewal.
I hold a Master of Business Administration degree, with highest honors, from Harvard University; and Master of Science and Bachelor of Science (highest honors) degrees from the University of California at Berkeley. I am an independent director and audit committee financial expert for two closed-end mutual funds, serve on the board of directors of a private market research company, and have served in various leadership and financial oversight capacities with non-profit organizations.
Evaluation of Fees for each DWS Scudder Fund
My work focused primarily on evaluating, fund-by-fund, the fees charged to each of the 136 Fund portfolios in the DWS Scudder Fund family. For each Fund, I considered each of the key factors mentioned above, as well as any other relevant information. In doing so I worked closely with the Funds' Independent Directors in their annual contract renewal process, as well as in their approval of contracts for several new funds (documented separately).
In evaluating each Fund's fees, I reviewed comprehensive materials provided by or on behalf of DeAM, including expense information prepared by Lipper Analytical, comparative performance information, profitability data, manager histories, and other materials. I also accessed certain additional information from the Lipper, Strategic Insight, and Morningstar databases and drew on my industry knowledge and experience.
To facilitate evaluating this considerable body of information, I prepared for each Fund a document summarizing the key data elements in each area as well as additional analytics discussed below. This made it possible to consider each key data element in the context of the others.
In the course of contract renewal, DeAM agreed to implement a number of fee and expense adjustments requested by the Independent Directors which will favorably impact future fees and expenses, and my evaluation includes the effects of these changes.
Fees and Expenses Compared with Other Funds
The competitive fee and expense evaluation for each fund focused on two primary comparisons:
The Fund's contractual management fee (the advisory fee plus the administration fee where applicable) compared with those of a group of typically 12-15 funds in the same Lipper investment category (e.g. Large Capitalization Growth) having similar distribution arrangements and being of similar size.
The Fund's total expenses compared with a broader universe of funds from the same Lipper investment category and having similar distribution arrangements.
These two comparisons provide a view of not only the level of the fee compared with funds of similar scale but also the total expense the Fund bears for all the services it receives, in comparison with the investment choices available in the Fund's investment category and distribution channel. The principal figure-of-merit used in these comparisons was the subject Fund's percentile ranking against peers.
DeAM's Fees for Similar Services to Others
DeAM provided management fee schedules for all of its US domiciled fund and non-fund investment management accounts in any of the investment categories where there is a DWS Scudder Fund. These similar products included the other DWS Scudder Funds, non-fund pooled accounts, institutional accounts and sub-advisory accounts. Using this information, I calculated for each Fund the fee that would be charged to each similar product, at the subject Fund's asset level.
Evaluating information regarding non-fund products is difficult because there are varying levels of services required for different types of accounts, with mutual funds generally requiring considerably more regulatory and administrative types of service as well as having more frequent cash flows than other types of accounts. Also, while mutual fund fees for similar fund products can be expected to be similar, there will be some differences due to different pricing conditions in different distribution channels (e.g. retail funds versus those used in variable insurance products), differences in underlying investment processes and other factors.
Costs and Profit Margins
DeAM provided a detailed profitability analysis for each Fund. After making some adjustments so that the presentation would be more comparable to the available industry figures, I reviewed profit margins from investment management alone, from investment management plus other fund services (excluding distribution) provided to the Funds by DeAM (principally shareholder services), and DeAM profits from all sources, including distribution. A later section comments on overall profitability.
Economies of Scale
Economies of scale — an expected decline in management cost per dollar of fund assets as fund assets grow — are very rarely quantified and documented because of inherent difficulties in collecting and analyzing relevant data. However, in virtually every investment category that I reviewed, larger funds tend to have lower fees and lower total expenses than smaller funds. To see how each DWS Scudder Fund compares with this industry observation, I reviewed:
The trend in Fund assets over the last five years and the accompanying trend in total expenses. This shows if the Fund has grown and, if so, whether total expense (management fees as well as other expenses) have declined as a percent of assets.
Whether the Fund has break-points in its management fee schedule, the extent of the fee reduction built into the schedule and the asset levels where the breaks take effect, and in the case of a sub-advised Fund how the Fund's break-points compare with those of the sub-advisory fee schedule.
How the Fund's contractual fee schedule compares with trends in the industry data. To accomplish this, I constructed a chart showing how actual latest-fiscal-year contractual fees of the Fund and of other similar funds relate to average fund assets, with the subject Fund's contractual fee schedule superimposed.
Quality of Service — Performance
The quality-of-service evaluation focused on investment performance, which is the principal result of the investment management service. Each Fund's performance was reviewed over the past 1, 3, 5 and 10 years, as applicable, and compared with that of other funds in the same investment category and with a suitable market index.
In addition, I calculated and reviewed risk-adjusted returns relative to an index of similar mutual funds' returns and a suitable market index. The risk-adjusted returns analysis provides a way of determining the extent to which the Fund's return comparisons are mainly the product of investment value-added (or lack thereof) or alternatively taking considerably more or less risk than is typical in its investment category.
I also received and considered the history of portfolio manager changes for each Fund, as this provided an important context for evaluating the performance results.
Complex-Level Considerations
While this evaluation was conducted mainly at the individual fund level, there are some issues relating to the reasonableness of fees that can alternatively be considered across the whole fund complex:
I reviewed DeAM's profitability analysis for all DWS Scudder funds, with a view toward determining if the allocation procedures used were reasonable and how profit levels compared with public data for other investment managers.
I considered whether DeAM and affiliates receive any significant ancillary or "fall-out" benefits that should be considered in interpreting the direct profitability results. These would be situations where serving as the investment manager of the Funds is beneficial to another part of the Deutsche Bank organization.
I considered how aggregated DWS Scudder Fund expenses had varied over the years, by asset class and in the context of trends in asset levels.
I reviewed the structure of the DeAM organization, trends in staffing levels, and information on compensation of investment management and other professionals compared with industry data.
Findings
Based on the process and analysis discussed above, which included reviewing a wide range of information from management and external data sources and considering among other factors the fees DeAM charges other clients, the fees charged by other fund managers, DeAM's costs and profits associated with managing the Funds, economies of scale, possible fall-out benefits, and the nature and quality of services provided, in my opinion the management fees charged the DWS Scudder Funds are reasonable.
Thomas H. Mack
Directors and Officers
The following table presents certain information regarding the Board Members and Officers of the fund as of November 30, 2007. Each individual's year of birth is set forth in parentheses after his or her name. Unless otherwise noted; (i) each individual has engaged in the principal occupation(s) noted in the table for at least the most recent five years, although not necessarily in the same capacity, and (ii) the address of each individual is c/o Deutsche Asset Management, 222 South Riverside Plaza, Chicago, Illinois 60606. Each Board Member's term of office extends until the next shareholders' meeting called for the purpose of electing such Board Members and until the election and qualification of a successor, or until such Board Member sooner dies, retires, resigns or is removed as provided in the governing documents of the fund.
Independent Board Members | |
Name, Year of Birth, Position(s) Held with the Fund and Length of Time Served1 | Principal Occupation(s) During Past 5 Years and Other Directorships Held | Number of Funds in Fund Complex Overseen |
Paul K. Freeman (1950)
Chairperson since 2007, and Board Member, 2002-present
| Consultant, World Bank/Inter-American Development Bank; formerly, Project Leader, International Institute for Applied Systems Analysis (1998-2001); Chief Executive Officer, The Eric Group, Inc. (environmental insurance) (1986-1998)
| 58 |
John W. Ballantine (1946)
Board Member, 1999-present
| Retired; formerly, Executive Vice President and Chief Risk Management Officer, First Chicago NBD Corporation/The First National Bank of Chicago (1996-1998); Executive Vice President and Head of International Banking (1995-1996). Directorships: Healthways, Inc. (provider of disease and care management services); Portland General Electric (utility company); Stockwell Capital Investments PLC (private equity). Former Directorships: First Oak Brook Bancshares, Inc. and Oak Brook Bank
| 58 |
Donald L. Dunaway (1937)
Board Member, 1980-present
| Retired; formerly, Executive Vice President, A.O. Smith Corporation (diversified manufacturer) (1963-1994)
| 58 |
James R. Edgar (1946)
Board Member, 1999-present
| Distinguished Fellow, University of Illinois, Institute of Government and Public Affairs (1999-present); formerly, Governor, State of Illinois (1991-1999). Directorships: John B. Sanfilippo & Son, Inc. (processor/packager/marketer of nuts, snacks and candy products); Horizon Group Properties, Inc.; Youbet.com (online wagering platform); Alberto-Culver Company (manufactures, distributes and markets health and beauty care products)
| 58 |
Robert B. Hoffman (1936)
Board Member, 1981-present
| Retired; formerly, Chairman, Harnischfeger Industries, Inc. (machinery for the mining and paper industries) (1999-2001); prior thereto, Vice Chairman and Chief Financial Officer, Monsanto Company (agricultural, pharmaceutical and nutritional/food products) (1994-1999). Directorships: RCP Advisors, LLC (a private equity investment advisory firm)
| 58 |
William McClayton (1944)
Board Member, 2004-present
| Chief Administrative Officer, Diamond Management & Technology Consultants, Inc. (global management consulting firm) (2001-present); formerly, Senior Partner, Arthur Andersen LLP (accounting) (1966-2001). Directorship: Board of Managers, YMCA of Metropolitan Chicago. Formerly, Trustee, Ravinia Festival.
| 58 |
Shirley D. Peterson (1941)
Board Member, 1995-present
| Retired; formerly, President, Hood College (1995-2000); prior thereto, Partner, Steptoe & Johnson (law firm); Commissioner, Internal Revenue Service; Assistant Attorney General (Tax), US Department of Justice. Directorships: Federal Mogul Corp. (supplier of automotive components and subsystems); AK Steel (steel production); Goodyear Tire & Rubber Co. (April 2004-present); Champion Enterprises, Inc. (manufactured home building); Wolverine World Wide, Inc. (designer, manufacturer and marketer of footwear) (April 2005-present); Trustee, Bryn Mawr College. Former Directorship: Bethlehem Steel Corp.
| 58 |
Robert H. Wadsworth
(1940)
Board Member, 2004-present
| President, Robert H. Wadsworth & Associates, Inc. (consulting firm) (1983 to present). Formerly, Trustee of New York Board DWS Funds.
| 61 |
Officers2 |
Name, Year of Birth, Position(s) Held with the Fund and Length of Time Served1 | Principal Occupation(s) During Past 5 Years and Other Directorships Held |
Michael G. Clark4 (1965)
President, 2006-present
| Managing Director3, Deutsche Asset Management (2006-present); President of DWS family of funds; Director, ICI Mutual Insurance Company (since October 2007); formerly, Director of Fund Board Relations (2004-2006) and Director of Product Development (2000-2004), Merrill Lynch Investment Managers; Senior Vice President Operations, Merrill Lynch Asset Management (1999-2000)
|
Philip J. Collora (1945)
Vice President and Assistant Secretary, 1986-present
| Director3, Deutsche Asset Management
|
Paul H. Schubert4 (1963)
Chief Financial Officer, 2004-present
Treasurer, 2005-present
| Managing Director3, Deutsche Asset Management (since July 2004); formerly, Executive Director, Head of Mutual Fund Services and Treasurer for UBS Family of Funds (1998-2004); Vice President and Director of Mutual Fund Finance at UBS Global Asset Management (1994-1998)
|
John Millette5 (1962)
Secretary, 2001-present
| Director3, Deutsche Asset Management
|
Patricia DeFilippis4 (1963)
Assistant Secretary, 2005-present
| Vice President, Deutsche Asset Management (since June 2005); formerly, Counsel, New York Life Investment Management LLC (2003-2005); legal associate, Lord, Abbett & Co. LLC (1998-2003)
|
Elisa D. Metzger4, (1962)
Assistant Secretary 2005-present
| Director3, Deutsche Asset Management (since September 2005); formerly, Counsel, Morrison and Foerster LLP (1999-2005)
|
Caroline Pearson5 (1962)
Assistant Secretary, 1998-present
| Managing Director3, Deutsche Asset Management
|
Paul Antosca5 (1957)
Assistant Treasurer, 2007-present
| Director3, Deutsche Asset Management (since 2006); Vice President, The Manufacturers Life Insurance Company (U.S.A.) (1990-2006)
|
Kathleen Sullivan D'Eramo5 (1957)
Assistant Treasurer, 2003-present
| Director3, Deutsche Asset Management
|
Jason Vazquez4 (1972)
Anti-Money Laundering Compliance Officer, 2007-present
| Vice President, Deutsche Asset Management (since 2006); formerly, AML Operations Manager for Bear Stearns (2004-2006), Supervising Compliance Principal and Operations Manager for AXA Financial (1999-2004)
|
Robert Kloby4 (1962)
Chief Compliance Officer, 2006-present
| Managing Director3, Deutsche Asset Management (2004-present); formerly, Chief Compliance Officer/Chief Risk Officer, Robeco USA (2000-2004); Vice President, The Prudential Insurance Company of America (1988-2000); E.F. Hutton and Company (1984-1988)
|
1 Length of time served represents the date that each Board Member was first elected to the common board of Board Members which oversees a number of investment companies, including the fund, managed by the Advisor. For the Officers of the fund, the length of time served represents the date that each officer was first elected to serve as an officer of any fund overseen by the aforementioned common board of Board Members.2 As a result of their respective positions held with the Advisor, these individuals are considered "interested persons" of the Advisor within the meaning of the 1940 Act. Interested persons receive no compensation from the fund.3 Executive title, not a board directorship.4 Address: 345 Park Avenue, New York, New York 10154.5 Address: Two International Place, Boston, Massachusetts 02110.The fund's Statement of Additional Information ("SAI") includes additional information about the Board Members. The SAI is available, without charge, upon request. If you would like to request a copy of the SAI, you may do so by calling the following toll-free number: (800) 621-1048.
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 DWS Scudder representative by calling the appropriate number below:
For shareholders of Classes A, B, C and Institutional Class: (800) 621-1048
For shareholders of Class S: (800) 728-3337
|
Web Site | www.dws-scudder.com View your account transactions and balances, trade shares, monitor your asset allocation, and change your address, 24 hours a day.
Obtain prospectuses and applications, blank forms, interactive worksheets, news about DWS funds, subscription to fund updates by e-mail, retirement planning information, and more.
|
Written Correspondence | DWS Scudder PO Box 219151
Kansas City, MO 64121-9151
|
Proxy Voting | A description of 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 is available on our Web site — www.dws-scudder.com (click on "proxy voting"at the bottom of the page) — or on the SEC's Web site — www.sec.gov. To obtain a written copy of the fund's policies and procedures without charge, upon request, call us toll free at (800) 621-1048.
|
Principal Underwriter | If you have questions, comments or complaints, contact:
DWS Scudder Distributors, Inc. 222 South Riverside Plaza
Chicago, IL 60606-5808
(800) 621-1148
|
| Class A | Class B | Class C | Class S | Institutional Class |
Nasdaq Symbol | KDCAX
| KDCBX
| KDCCX
| KDCSX
| KDCIX
|
CUSIP Number | 23338F-101
| 23338F-200
| 23338F-309
| 23338F-606
| 23338F-705
|
Fund Number | 086
| 286
| 386
| 2312
| 1486
|
MAY 31, 2008 Annual Report
to Shareholders |
|
DWS Equity Partners Fund |
 |
Contents
This report must be preceded or accompanied by a prospectus. To obtain a 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 prospectus contains this and other important information about the fund. Please read the prospectus carefully before you invest.
Investments in mutual funds involve risk. Some funds have more risk than others. This fund has stock market and equity risks, which means stocks in the fund may decline in value for extended periods of time due to the activities and financial prospects of individual companies, or due to general market and economic conditions. Please read this fund's prospectus for specific details regarding its investments and risk profile.
DWS Investments is part of Deutsche Bank's Asset Management division and, within the US, represents the retail asset management activities of Deutsche Bank AG, Deutsche Bank Trust Company Americas, Deutsche Investment Management Americas Inc. and DWS Trust Company.
NOT FDIC/NCUA INSURED NO BANK GUARANTEE MAY LOSE VALUE NOT A DEPOSIT NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY
Performance Summary May 31, 2008
Classes A, B, C and Institutional
All performance shown is historical, assumes reinvestment of all dividend and capital gain distributions and does not guarantee future results. Investment return and principal value fluctuate with changing market conditions so that, when redeemed, shares may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted. Please visit www.dws-investments.com for the Fund's most recent month-end performance.
The maximum sales charge for Class A shares is 5.75%. For Class B shares, the maximum contingent deferred sales charge (CDSC) is 4% within the first year after purchase, declining to 0% after six years. Class C shares have no front-end sales charge but redemptions within one year of purchase may be subject to a CDSC of 1%. Unadjusted returns do not reflect sales charges and would have been lower if they had. Institutional Class shares are not subject to sales charge.
The total annual fund operating expense ratios, gross of any fee waivers or expense reimbursements, as stated in the fee table of the prospectus dated October 1, 2007 are 1.21%, 2.09%, 2.01% and 0.89% for Class A, Class B, Class C and Institutional Class shares, respectively. Please see the Information About Your Fund's Expenses, the Financial Highlights and Notes to the Financial Statements (Note C, Related Parties) sections of this report for gross and net expense related disclosure for the period ended May 31, 2008.
To discourage short-term trading, the Fund imposes a 2% redemption fee on shareholders redeeming shares held less than 15 days, which has the effect of lowering total return.
Returns and rankings during all periods shown for Class B shares and 3-year, 5-year and 10-year periods for Class A, C and Institutional shares reflect a fee waiver and/or expense reimbursement. Without this waiver/reimbursement, returns and rankings would have been lower.
Performance figures do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Returns and rankings may differ by share class.
Returns shown for Class C shares prior to its inception on October 28, 1998 are derived from the historical performance of Class A shares of DWS Equity Partners Fund during such periods and have been adjusted to reflect the higher total annual operating expenses of each specific class. Any difference in expenses will affect performance.
Average Annual Total Returns (Unadjusted for Sales Charge) as of 5/31/08 |
DWS Equity Partners Fund | 1-Year | 3-Year | 5-Year | 10-Year |
Class A | -19.77% | 1.86% | 7.62% | 4.63% |
Class B | -20.41% | 1.05% | 6.77% | 3.83% |
Class C | -20.37% | 1.08% | 6.80% | 3.99% |
Institutional Class | -19.49% | 2.18% | 7.92% | 4.91% |
S&P 500® Index+
| -6.70% | 7.57% | 9.77% | 4.21% |
Sources: Lipper Inc. and Deutsche Investment Management Americas Inc.
Net Asset Value Information and Distribution Information |
| Class A | Class B | Class C | Institutional Class |
Net Asset Value: 5/31/08
| $ 23.79 | $ 21.88 | $ 21.90 | $ 24.02 |
5/31/07
| $ 34.18 | $ 31.97 | $ 31.98 | $ 34.46 |
Distribution Information: Twelve Months as of 5/31/08:
Income Dividends | $ .07 | $ — | $ — | $ .16 |
Capital Gain Distributions | $ 3.72 | $ 3.72 | $ 3.72 | $ 3.72 |
Class A Lipper Rankings — Multi-Cap Core Funds Category as of 5/31/08 |
Period | Rank | | Number of Funds Tracked | Percentile Ranking (%) |
1-Year
| 841 | of | 857 | 99 |
3-Year
| 641 | of | 667 | 96 |
5-Year
| 413 | of | 489 | 85 |
10-Year
| 128 | of | 196 | 65 |
Source: Lipper Inc. Rankings are historical and do not guarantee future results. Rankings are based on total return unadjusted for sales charges with distributions reinvested. If sales charges had been included, rankings might have been less favorable. Rankings are for Class A shares; other share classes may vary.
Growth of an Assumed $10,000 Investment (Adjusted for Maximum Sales Charge) |
[] DWS Equity Partners Fund — Class A [] S&P 500 Index+ |
 |
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.
Comparative Results (Adjusted for Maximum Sales Charge) as of 5/31/08 |
DWS Equity Partners Fund | 1-Year | 3-Year | 5-Year | 10-Year |
Class A | Growth of $10,000
| $7,562 | $9,961 | $13,606 | $14,820 |
Average annual total return
| -24.38% | -.13% | 6.35% | 4.01% |
Class B | Growth of $10,000
| $7,753 | $10,149 | $13,778 | $14,558 |
Average annual total return
| -22.47% | .49% | 6.62% | 3.83% |
Class C | Growth of $10,000
| $7,963 | $10,327 | $13,896 | $14,788 |
Average annual total return
| -20.37% | 1.08% | 6.80% | 3.99% |
S&P 500 Index+
| Growth of $10,000
| $9,330 | $12,446 | $15,941 | $15,100 |
Average annual total return
| -6.70% | 7.57% | 9.77% | 4.21% |
The growth of $10,000 is cumulative.
+ 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. Index returns assume reinvestment of dividends and, unlike Fund returns, do not reflect any fees or expenses. It is not possible to invest directly into an index.Growth of an Assumed $1,000,000 Investment |
[] DWS Equity Partners Fund — Institutional Class [] S&P 500 Index+ |
 |
Yearly periods ended May 31 |
Comparative Results as of 5/31/08 |
DWS Equity Partners Fund | 1-Year | 3-Year | 5-Year | 10-Year |
Institutional Class | Growth of $1,000,000
| $805,100 | $1,066,700 | $1,463,700 | $1,614,200 |
Average annual total return
| -19.49% | 2.18% | 7.92% | 4.91% |
S&P 500 Index+
| Growth of $1,000,000
| $933,000 | $1,244,600 | $1,594,100 | $1,510,000 |
Average annual total return
| -6.70% | 7.57% | 9.77% | 4.21% |
The growth of $1,000,000 is cumulative.
The minimum initial investment for Institutional Class shares is $1,000,000.
+ 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. Index returns assume reinvestment of dividends and, unlike Fund returns, do not reflect any fees or expenses. It is not possible to invest directly into an index.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), redemption fees and account maintenance fees, which are not shown in this section. The following tables are intended to help you understand your ongoing expenses (in dollars) of investing in the Fund and to help you compare these expenses with the ongoing expenses of investing in other mutual funds. In the most recent six-month period, the Fund limited these expenses for Class B shares; 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, 2007 to May 31, 2008).
The tables illustrate your Fund's expenses in two ways:
• Actual Fund Return. This helps you estimate the actual dollar amount of ongoing expenses (but not transaction costs) paid on a $1,000 investment in the Fund using the Fund's actual return during the period. To estimate the expenses you paid over the period, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the "Expenses Paid per $1,000" line under the share class you hold.
• Hypothetical 5% Fund Return. This helps you to compare your Fund's ongoing expenses (but not transaction costs) with those of other mutual funds using the Fund's actual expense ratio and a hypothetical rate of return of 5% per year before expenses. Examples using a 5% hypothetical fund return may be found in the shareholder reports of other mutual funds. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period.
Please note that the expenses shown in these tables are meant to highlight your ongoing expenses only and do not reflect any transaction costs. The "Expenses Paid per $1,000" line of the tables is useful in comparing ongoing expenses only and will not help you determine the relative total expense of owning different funds. If these transaction costs had been included, your costs would have been higher.
Expenses and Value of a $1,000 Investment for the six months ended May 31, 2008 |
Actual Fund Return | Class A | Class B | Class C | Institutional Class |
Beginning Account Value 12/1/07
| $ 1,000.00 | $ 1,000.00 | $ 1,000.00 | $ 1,000.00 |
Ending Account Value 5/31/08
| $ 912.10 | $ 908.70 | $ 908.50 | $ 913.50 |
Expenses Paid per $1,000*
| $ 6.31 | $ 10.07 | $ 10.31 | $ 4.83 |
Hypothetical 5% Fund Return | Class A | Class B | Class C | Institutional Class |
Beginning Account Value 12/1/07
| $ 1,000.00 | $ 1,000.00 | $ 1,000.00 | $ 1,000.00 |
Ending Account Value 5/31/08
| $ 1,018.40 | $ 1,014.45 | $ 1,014.20 | $ 1,019.95 |
Expenses Paid per $1,000*
| $ 6.66 | $ 10.63 | $ 10.88 | $ 5.10 |
* 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 the number of days in the most recent six-month period, then divided by 366.Annualized Expense Ratios | Class A | Class B | Class C | Institutional Class |
DWS Equity Partners Fund
| 1.32% | 2.11% | 2.16% | 1.01% |
For more information, please refer to the Fund's prospectus.
Portfolio Management Review
DWS Equity Partners Fund: A Team Approach to Investing
Deutsche Investment Management Americas Inc. ("DIMA" or the "Advisor"), which is part of Deutsche Asset Management, is the investment advisor for DWS Equity Partners Fund. DIMA and its predecessors have more than 80 years of experience managing mutual funds and DIMA provides a full range of investment advisory services to institutional and retail clients. DIMA is also responsible for selecting brokers and dealers and for negotiating brokerage commissions and dealer charges.
Deutsche Asset Management is a global asset management organization that offers a wide range of investing expertise and resources. This well-resourced global investment platform brings together a wide variety of experience and investment insight across industries, regions, asset classes and investing styles.
DIMA is an indirect, wholly owned subsidiary of Deutsche Bank AG. Deutsche Bank AG is a major global banking institution that is engaged in a wide range of financial services, including investment management, mutual funds, retail, private and commercial banking, investment banking and insurance.
Portfolio Managers
David F. Hone, CFA
Director of Deutsche Asset Management and Lead Portfolio Manager of the fund.
• Large-Cap Value portfolio manager since 2001; lead portfolio manager for US Equity Income Fund strategy since 2003: New York.
• Joined Deutsche Asset Management in 1996; has served Deutsche Asset Management as an analyst for sectors including consumer cyclical, consumer staples and financials, after 8 years of experience as an analyst at Chubb & Son.
• BA from Villanova University.
Thomas Schuessler, PhD
Director of Deutsche Asset Management and consultant to the fund.
• Portfolio Manager, Value Equity, including US Large Cap Value: Frankfurt. Joined Deutsche Asset Management in 1996; moved to DWS in 2001, initially responsible for technology.
• Prior bank experience includes Executive Assistant to Dr. Josef Ackermann, CEO of Deutsche Bank, and, from 1996 to 1999, information technology project manager.
• PhD, University of Heidelberg, studies in physics and economics at University of Heidelberg and University of Utah.
Effective March 15, 2008, Deutsche Investment Management Americas Inc. assumed all day-to-day portfolio management responsibilities for DWS Equity Partners Fund that were previously delegated to Alex. Brown Investment Management.
In the following interview, the new management team addresses the recent market backdrop, fund performance during the 12-month period ended May 31, 2008 and the new management strategy.
The views expressed in the following discussion reflect those of the portfolio management team only through the end of the period of the report as stated on the cover. The management team's views are subject to change at any time based on market and other conditions and should not be construed as a recommendation. Past performance is no guarantee of future results.
Q: How did the US stock market and the fund perform during the annual period?
A: US equities lost ground amid the highly challenging investment environment of the past year. Although the reporting period began on a positive note, the emergence of the subprime crisis — along with resulting dislocations in the credit markets — began to weigh on stock prices during the fourth quarter of 2007. The new year brought no relief for investors, as stocks plunged in early January then proceeded to drop lower for the next two months. The market hit its low for the year following the collapse of the 85-year-old broker Bear Stearns in mid-March, but stocks subsequently regained their footing and staged a rally over the final two-plus months of the period. This recovery was attributed largely to the actions of the US Federal Reserve Board (the Fed), which aggressively cut interest rates and took a number of non-traditional steps to ensure liquidity and stability in the financial markets. The rebound in stock prices was not enough to offset the December-January downturn, however, and the market closed the period in the red.
With this as the backdrop, Class A shares of the fund returned -19.77% during the annual period, underperforming the -6.70% return of its benchmark, the Standard & Poor's 500® (S&P 500) Index.1 The average return of the funds in its Lipper peer group — Lipper Multi-Cap Core Funds — was -5.71%.2 (Fund returns are unadjusted for sales charges. If sales charges had been included, returns would have been lower. Past performance is no guarantee of future results. Please see pages 4 through 7 for the performance of other share classes and for more complete performance information.)
1 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. Index returns assume reinvestment of dividends and, unlike fund returns, do not reflect any fees or expenses. It is not possible to invest directly into an index.2 The Lipper Multi-Cap Core Funds category comprises funds that, by portfolio practice, invest in a variety of market capitalization ranges, without concentrating 75% of their equity assets in any one market capitalization range over an extended period. Multi-cap funds will generally have 25% to 75% of their assets invested in companies with market capitalizations (on a three-year weighted basis) above 300% of the dollar-weighted median market capitalization of the S&P MidCap 400 Index. Multi-Cap Core Funds have wide latitude in the companies in which they invest. These funds normally compare their average price-to-earnings ratios, price-to-book ratios and three-year earnings growth figures with the US diversified multi-cap equity funds universe average. Category returns assume reinvestment of dividends. It is not possible to invest directly in a Lipper category.Q: What individual positions were the leading causes of underperformance?
A: The fund's underperformance stemmed from positions, held in the first half of the period, in a number of financial stocks that were directly exposed to the subprime crisis. The leading detractors in this area were First Marblehead Corp., Countrywide Financial Corp., AmeriCredit Corp., Capital One Financial Corp. and Freddie Mac. Outside of financials, notable detractors included the health care service providers Wellpoint, Inc., Coventry Health Care, Inc. and Omnicare, Inc., the yellow pages company R.H. Donnelly Corp., and the telecommunications companies Virgin Mobile USA, Inc. and NII Holdings, Inc. With the exception of Wellpoint, we have sold these positions from the fund since we assumed day-to-day portfolio management responsibility in March.
Q: What other changes have you made to the fund?
A: We have made a number of changes since assuming day-to-day responsibility of the portfolio management of the fund. In restructuring the portfolio, we had two major objectives. The first was to increase the number of holdings in order to increase diversification. Accordingly, the number of individual holdings rose from 41 on March 14, 2008 to 71 by May 31, 2008. Additionally, the fund's top 10 holdings, which accounted for 47% of the fund's total assets as of March 14, 2008, made up only 23% of assets by the end of May — an indication of a less concentrated portfolio.
Our second objective was to reduce the fund's weighting in underperforming stocks where we felt low valuations were not supported by positive fundamentals. The result is that the fund now has a number of new holdings and most of the stocks that weighed on its performance during the past year — such as those mentioned above — are no longer held. These shifts are reflected by the fact that the fund has a lower weighting in financials: 16.22% of assets as on May 31, 2008 versus 24.59% on March 14, 2008. At the same time, it has a larger position in sectors where it was previously underweight, such as energy and materials.3 These and other changes are illustrated in the table on the following pages.
3 "Overweight" means the fund holds a higher weighting in a given sector or security than the benchmark. "Underweight" means the fund holds a lower weighting.DWS Equity Partners Fund versus S&P 500 Index As of 3/14/2008 |
| Portfolio Weight | Benchmark Weight | Difference |
Telecommunication Services
| 13% | 3% | 10% |
Financials
| 25% | 16% | 9% |
Consumer Discretionary
| 13% | 9% | 4% |
Industrials
| 12% | 12% | 0% |
Health Care
| 11% | 12% | -1% |
Utilities
| — | 3% | -3% |
Materials
| — | 4% | -4% |
Information Technology
| 12% | 16% | -4% |
Energy
| 9% | 14% | -5% |
Consumer Staples
| 5% | 11% | -6% |
Total
| 100% | 100% | |
As of 5/31/2008 |
| Portfolio Weight | Benchmark Weight | Difference |
Energy
| 25% | 14% | 11% |
Utilities
| 11% | 4% | 7% |
Materials
| 6% | 4% | 2% |
Telecommunication Services
| 5% | 3% | 2% |
Financials
| 16% | 16% | 0% |
Consumer Staples
| 9% | 11% | -2% |
Health Care
| 8% | 11% | -3% |
Consumer Discretionary
| 4% | 8% | -4% |
Industrials
| 6% | 12% | -6% |
Information Technology
| 10% | 17% | -7% |
Total
| 100% | 100% | |
| Portfolio as of 3/14/2008 | Portfolio as of 5/31/2008 | Difference |
Energy
| 9% | 25% | 16% |
Utilities
| — | 11% | 11% |
Materials
| — | 6% | 6% |
Consumer Staples
| 5% | 9% | 4% |
Information Technology
| 12% | 10% | -2% |
Health Care
| 11% | 8% | -3% |
Industrials
| 12% | 6% | -6% |
Financials
| 25% | 16% | -9% |
Telecommunication Services
| 13% | 5% | -8% |
Consumer Discretionary
| 13% | 4% | -9% |
Total
| 100% | 100% | |
Source: Factset
Q: What criteria do you use in selecting stocks for the fund?
A: We employ a combination of top-down and bottom-up analysis. The top-down component is designed to identify the most attractive sectors and industries. The bottom-up aspect of our approach seeks to identify the most attractive individual companies based on valuation metrics such as price-to-earnings ratios, price-to-book ratios, dividend yields, and free-cash-flow yields. We focus on the stocks of higher-quality companies that are temporarily out of favor with the market, and offer favorable longer-term growth prospects. Downside risk is an important factor and is considered as part of our buy/sell discipline. With the changes made over the last few months, we feel that the portfolio's positioning is appropriate for this stage of the market cycle.
Portfolio Summary
Asset Allocation (As a % of Investment Portfolio excluding Securities Lending Collateral) | 5/31/08 | 5/31/07 |
| | |
Common Stocks | 99% | 90% |
Cash Equivalents | 1% | 10% |
| 100% | 100% |
Sector Diversification (As a % of Common Stocks) | 5/31/08 | 5/31/07 |
| | |
Energy | 25% | 5% |
Financials | 16% | 32% |
Utilities | 11% | — |
Information Technology | 10% | 9% |
Consumer Staples | 9% | 4% |
Health Care | 8% | 14% |
Industrials | 6% | 11% |
Materials | 6% | — |
Telecommunications Services | 5% | 10% |
Consumer Discretionary | 4% | 15% |
| 100% | 100% |
Asset allocation and sector diversification are subject to change.
Ten Largest Equity Holdings at May 31, 2008 (22.8% of Net Assets) |
1. Suncor Energy, Inc.
Integrated energy company
| 2.8% |
2. Exelon Corp.
Distributor of electricity and gas
| 2.6% |
3. Halliburton Co.
Provider of oil well services
| 2.6% |
4. AT&T, Inc.
Provider of communications services
| 2.4% |
5. Noble Corp.
Provider of diversified services for the oil and gas industry
| 2.2% |
6. Berkshire Hathaway, Inc.
Provider of insurance nationwide
| 2.2% |
7. CVS Caremark Corp.
Operator of a drug store chain
| 2.1% |
8. International Business Machines Corp.
Manufacturer of computers and provider of information processing services
| 2.0% |
9. BCE, Inc.
Provides a full range of communication services to residential and business customers in Canada
| 2.0% |
10. Noble Energy, Inc.
Independent oil and gas exploration and development company
| 1.9% |
Portfolio holdings are subject to change.
For more complete details about the Fund's investment portfolio, see page 18. A quarterly Fact Sheet is available upon request. Information concerning portfolio holdings of the Fund as of month end will be posted to www.dws-investments.com on or after the last day of the following month. In addition, the Fund's top ten equity holdings and other information about the Fund is posted on www.dws-investments.com as of the calendar quarter-end on or after the 15th day following quarter-end. Please see the Account Management Resources section for contact information.
Following the Fund's fiscal first and third quarter-end, a complete portfolio holdings listing is filed with the SEC on Form N-Q. The form will be available on the SEC's Web site at www.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.
Investment Portfolio as of May 31, 2008
|
Shares
| Value ($) |
| |
Common Stocks 99.5% |
Consumer Discretionary 4.2% |
Distributors 1.0% |
Genuine Parts Co. (a) | 47,200 | 2,077,272 |
Hotels Restaurants & Leisure 1.4% |
McDonald's Corp. | 48,100 | 2,853,292 |
Media 1.2% |
Gannett Co., Inc. (a) | 85,400 | 2,460,374 |
Specialty Retail 0.6% |
Office Depot, Inc.* | 97,600 | 1,239,520 |
Consumer Staples 9.3% |
Food & Staples Retailing 2.1% |
CVS Caremark Corp. | 98,200 | 4,201,978 |
Food Products 4.0% |
General Mills, Inc. | 53,000 | 3,349,600 |
Kraft Foods, Inc. "A" | 83,100 | 2,699,088 |
Sara Lee Corp. | 153,800 | 2,119,364 |
| 8,168,052 |
Tobacco 3.2% |
Altria Group, Inc. | 55,280 | 1,230,533 |
Philip Morris International, Inc.* | 61,280 | 3,227,004 |
Reynolds American, Inc. (a) | 38,900 | 2,136,388 |
| 6,593,925 |
Energy 25.1% |
Energy Equipment & Services 7.9% |
ENSCO International, Inc. (a) | 41,700 | 2,995,311 |
Halliburton Co. (a) | 107,100 | 5,202,918 |
Noble Corp. | 71,200 | 4,495,568 |
Transocean, Inc.* | 10,600 | 1,592,014 |
Weatherford International Ltd.* (a) | 38,600 | 1,761,318 |
| 16,047,129 |
Oil, Gas & Consumable Fuels 17.2% |
Cameco Corp. | 80,100 | 3,280,095 |
Chevron Corp. | 24,600 | 2,439,090 |
ConocoPhillips | 21,200 | 1,973,720 |
Devon Energy Corp. | 29,200 | 3,385,448 |
ExxonMobil Corp. | 28,900 | 2,565,164 |
Hess Corp. | 28,900 | 3,549,209 |
Nexen, Inc. | 83,700 | 3,219,939 |
Noble Energy, Inc. | 40,500 | 3,946,725 |
Occidental Petroleum Corp. | 42,300 | 3,888,639 |
Suncor Energy, Inc. | 82,600 | 5,645,710 |
Talisman Energy, Inc. | 43,400 | 1,009,484 |
| 34,903,223 |
Financials 16.1% |
Capital Markets 2.3% |
Bank of New York Mellon Corp. | 61,000 | 2,716,330 |
GFI Group, Inc. (a) | 161,900 | 1,916,896 |
| 4,633,226 |
Commercial Banks 4.8% |
BB&T Corp. (a) | 56,700 | 1,784,349 |
Canadian Imperial Bank of Commerce | 37,200 | 2,611,440 |
Comerica, Inc. (a) | 50,100 | 1,862,718 |
Synovus Financial Corp. (a) | 153,000 | 1,757,970 |
Zions Bancorp. (a) | 40,300 | 1,736,527 |
| 9,753,004 |
Insurance 9.0% |
Allstate Corp. (a) | 72,600 | 3,698,244 |
Berkshire Hathaway, Inc. "B"* (a) | 980 | 4,408,040 |
Genworth Financial, Inc. "A" | 89,800 | 1,984,580 |
Hartford Financial Services Group, Inc. | 24,100 | 1,712,787 |
Loews Corp. | 76,600 | 3,797,062 |
MetLife, Inc. | 47,300 | 2,839,419 |
| 18,440,132 |
Health Care 8.0% |
Health Care Equipment & Supplies 1.0% |
Baxter International, Inc. | 33,700 | 2,059,070 |
Health Care Providers & Services 1.1% |
WellPoint, Inc.* | 38,890 | 2,170,840 |
Life Sciences Tools & Services 1.2% |
Thermo Fisher Scientific, Inc.* | 41,900 | 2,472,938 |
Pharmaceuticals 4.7% |
Abbott Laboratories | 35,300 | 1,989,155 |
Merck & Co., Inc. | 33,300 | 1,297,368 |
Pfizer, Inc. | 104,200 | 2,017,312 |
Teva Pharmaceutical Industries Ltd. (ADR) | 41,300 | 1,888,649 |
Wyeth | 51,800 | 2,303,546 |
| 9,496,030 |
Industrials 6.2% |
Aerospace & Defense 4.2% |
Honeywell International, Inc. | 60,500 | 3,607,010 |
Raytheon Co. | 38,700 | 2,471,382 |
United Technologies Corp. | 35,400 | 2,514,816 |
| 8,593,208 |
Industrial Conglomerates 0.5% |
General Electric Co. | 31,700 | 973,824 |
Machinery 1.5% |
Dover Corp. | 56,900 | 3,077,152 |
Information Technology 9.7% |
Communications Equipment 1.4% |
Brocade Communications Systems, Inc.* | 352,000 | 2,837,120 |
Computers & Peripherals 3.9% |
Hewlett-Packard Co. | 80,900 | 3,807,154 |
International Business Machines Corp. | 32,320 | 4,183,178 |
| 7,990,332 |
IT Services 1.6% |
MasterCard, Inc. "A" (a) | 10,610 | 3,274,776 |
Semiconductors & Semiconductor Equipment 1.5% |
Taiwan Semiconductor Manufacturing Co., Ltd. (ADR) | 269,400 | 3,084,630 |
Software 1.3% |
Microsoft Corp. | 88,900 | 2,517,648 |
Materials 5.6% |
Chemicals 4.3% |
Air Products & Chemicals, Inc. | 36,000 | 3,669,120 |
Dow Chemical Co. | 55,400 | 2,238,160 |
Praxair, Inc. | 29,400 | 2,794,764 |
| 8,702,044 |
Containers & Packaging 1.3% |
Sonoco Products Co. | 77,500 | 2,683,050 |
Telecommunication Services 4.5% |
Diversified Telecommunication Services |
AT&T, Inc. | 123,400 | 4,923,660 |
BCE, Inc. | 117,800 | 4,139,492 |
| 9,063,152 |
Utilities 10.8% |
Electric Utilities 8.9% |
Duke Energy Corp. | 134,800 | 2,491,104 |
Entergy Corp. | 24,300 | 2,934,711 |
Exelon Corp. | 59,500 | 5,236,000 |
FirstEnergy Corp. | 48,600 | 3,825,306 |
FPL Group, Inc. | 53,900 | 3,639,328 |
| 18,126,449 |
Multi-Utilities 1.9% |
PG&E Corp. (a) | 97,200 | 3,848,148 |
Total Common Stocks (Cost $166,811,589) | 202,341,538 |
|
Securities Lending Collateral 15.1% |
Daily Assets Fund Institutional, 2.76% (b) (c) (Cost $30,653,244) | 30,653,244 | 30,653,244 |
|
Cash Equivalents 1.5% |
Cash Management QP Trust, 2.48% (b) (Cost $3,016,844) | 3,016,844 | 3,016,844 |
| % of Net Assets | Value ($) |
| |
Total Investment Portfolio (Cost $200,481,677)+ | 116.1 | 236,011,626 |
Other Assets and Liabilities, Net | (16.1) | (32,694,245) |
Net Assets | 100.0 | 203,317,381 |
* Non-income producing security.+ The cost for federal income tax purposes was $200,543,144. At May 31, 2008, net unrealized appreciation for all securities based on tax cost was $35,468,482. This consisted of aggregate gross unrealized appreciation for all securities in which there was an excess of value over tax cost of $37,423,296 and aggregate gross unrealized depreciation for all securities in which there was an excess of tax cost over value of $1,954,814.(a) All or a portion of these securities were on loan (see Notes to Financial Statements). The value of all securities loaned at May 31, 2008 amounted to $29,979,727 which is 14.7% 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.ADR: American Depositary Receipt
The accompanying notes are an integral part of the financial statements.
Financial Statements
Statement of Assets and Liabilities as of May 31, 2008 |
Assets |
Investments:
Investments in securities, at value (cost $166,811,589) — including $29,979,727 of securities loaned | $ 202,341,538 |
Investment in Cash Management QP Trust (cost $3,016,844) | 3,016,844 |
Investment in Daily Assets Fund Institutional (cost $30,653,244)* | 30,653,244 |
Total investments, at value (cost $200,481,677)
| 236,011,626 |
Cash
| 2,563 |
Dividends receivable
| 370,196 |
Interest receivable
| 18,224 |
Receivable for Fund shares sold
| 32,563 |
Other assets
| 48,812 |
Total assets
| 236,483,984 |
Liabilities |
Payable upon return of securities loaned
| 30,653,244 |
Payable for Fund shares redeemed
| 2,058,793 |
Accrued management fee
| 135,994 |
Other accrued expenses and payables
| 318,572 |
Total liabilities
| 33,166,603 |
Net assets, at value | $ 203,317,381 |
Net Assets Consist of |
Net unrealized appreciation (depreciation) on investments
| 35,529,949 |
Accumulated net realized gain (loss)
| 54,723,069 |
Paid-in capital
| 113,064,363 |
Net assets, at value | $ 203,317,381 |
* Represents collateral on securities loaned.Statement of Assets and Liabilities as of May 31, 2008 (continued) |
Net Asset Value |
Class A Net Asset Value and redemption price(a) per share ($149,767,186 ÷ 6,294,485 shares of capital stock outstanding, $.001 par value, 40,000,000 shares authorized)
| $ 23.79 |
Maximum offering price per share (100 ÷ 94.25 of $23.79)
| $ 25.24 |
Class B Net Asset Value, offering and redemption price(a) (subject to contingent deferred sales charge) per share ($3,745,259 ÷ 171,149 shares of capital stock outstanding, $.001 par value, 15,000,000 shares authorized)
| $ 21.88 |
Class C Net Asset Value, offering and redemption price(a) (subject to contingent deferred sales charge) per share ($6,149,962 ÷ 280,821 shares of capital stock outstanding, $.001 par value, 15,000,000 shares authorized)
| $ 21.90 |
Institutional Class Net Asset Value, offering and redemption price(a) per share ($43,654,974 ÷ 1,817,585 shares of capital stock outstanding, $.001 par value, 15,000,000 shares authorized)
| $ 24.02 |
(a) Redemption price per share for shares held less than 15 days is equal to net asset value less a 2% redemption fee.Statement of Operations for the year ended May 31, 2008 |
Investment Income |
Income:
Dividends (net of foreign taxes withheld of $55,029)
| $ 4,134,255 |
Interest — Cash Management QP Trust
| 748,126 |
Securities lending income, including income from Daily Assets Fund Institutional, net of borrower rebates
| 402,562 |
Total Income
| 5,284,943 |
Expenses:
Management fee
| 2,515,438 |
Administration fee
| 356,169 |
Services to shareholders
| 400,124 |
Custodian fee
| 12,852 |
Distribution and service fees
| 685,924 |
Professional fees
| 85,172 |
Directors' fees and expenses
| 16,566 |
Reports to shareholders
| 54,491 |
Registration fees
| 56,170 |
Other
| 33,688 |
Total expenses before expense reductions
| 4,216,594 |
Expense reductions
| (11,580) |
Total expenses after expense reductions
| 4,205,014 |
Net investment income (loss) | 1,079,929 |
Realized and Unrealized Gain (Loss) |
Net realized gain (loss) from:
Investments
| 70,190,285 |
Foreign currency
| 27,272 |
| 70,217,557 |
Change in net unrealized appreciation (depreciation) on investments
| (164,381,861) |
Net gain (loss) | (94,164,304) |
Net increase (decrease) in net assets resulting from operations | $ (93,084,375) |
Statement of Changes in Net Assets |
| Years Ended May 31, |
Increase (Decrease) in Net Assets | 2008 | 2007 |
Operations:
Net investment income (loss)
| $ 1,079,929 | $ 1,387,137 |
Net realized gain (loss)
| 70,217,557 | 36,169,514 |
Change in net unrealized appreciation (depreciation)
| (164,381,861) | 47,381,523 |
Net increase (decrease) in net assets resulting from operations
| (93,084,375) | 84,938,174 |
Distributions to shareholders from:
Net investment income:
Class A | (580,424) | (142,513) |
Institutional Class | (763,106) | (519,839) |
Net realized gains:
Class A | (29,533,440) | (3,225,259) |
Class B | (709,067) | (104,882) |
Class C | (1,396,832) | (166,161) |
Institutional Class | (13,777,342) | (2,063,363) |
Total distributions
| (46,760,211) | (6,222,017) |
Fund share transactions:
Proceeds from shares sold
| 41,024,639 | 56,150,641 |
Reinvestment of distributions
| 43,013,057 | 5,635,567 |
Cost of shares redeemed
| (230,152,296) | (75,659,823) |
Redemption fees
| 3,678 | 2,224 |
Net increase (decrease) in net assets from Fund share transactions
| (146,110,922) | (13,871,391) |
Increase (decrease) in net assets | (285,955,508) | 64,844,766 |
Net assets at beginning of period
| 489,272,889 | 424,428,123 |
Net assets at end of period (including undistributed net investment income of $0 and $714,183, respectively)
| $ 203,317,381 | $ 489,272,889 |
Financial Highlights
Class A Years Ended May 31, | 2008 | 2007 | 2006 | 2005 | 2004 |
Selected Per Share Data |
Net asset value, beginning of period | $ 34.18 | $ 28.72 | $ 27.20 | $ 25.35 | $ 20.58 |
Income (loss) from investment operations: Net investment income (loss)a | .07 | .07 | .15 | .11 | .04 |
Net realized and unrealized gain (loss) | (6.67) | 5.80 | 2.36 | 2.49 | 4.86 |
Total from investment operations | (6.60) | 5.87 | 2.51 | 2.60 | 4.90 |
Less distributions from: Net investment income | (.07) | (.02) | (.17) | (.06) | (.05) |
Net realized gains | (3.72) | (.39) | (.82) | (.69) | (.08) |
Total distributions | (3.79) | (.41) | (.99) | (.75) | (.13) |
Redemption fees
| .00* | .00* | .00* | .00* | — |
Net asset value, end of period | $ 23.79 | $ 34.18 | $ 28.72 | $ 27.20 | $ 25.35 |
Total Return (%)b
| (19.77) | 20.53c | 9.29 | 10.30 | 23.83 |
Ratios to Average Net Assets and Supplemental Data |
Net assets, end of period ($ millions)
| 150 | 291 | 247 | 189 | 154 |
Ratio of expenses before expense reductions (%)
| 1.25 | 1.21 | 1.20 | 1.22 | 1.24 |
Ratio of expenses after expense reductions (%)
| 1.25 | 1.20 | 1.20 | 1.22 | 1.24 |
Ratio of net investment income (loss) (%)
| .23 | .23 | .54 | .44 | .17 |
Portfolio turnover rate (%)
| 79 | 13 | 10 | 11 | 7 |
a Based on average shares outstanding during the period.
b Total return does not reflect the effect of any sales charges.
c Total return would have been lower had certain expenses not been reduced.
* Amount is less than $.005.
|
Class B Years Ended May 31, | 2008 | 2007 | 2006 | 2005 | 2004 |
Selected Per Share Data |
Net asset value, beginning of period | $ 31.97 | $ 27.10 | $ 25.74 | $ 24.16 | $ 19.72 |
Income (loss) from investment operations: Net investment income (loss)a | (.14) | (.15) | (.03) | (.05) | (.12) |
Net realized and unrealized gain (loss) | (6.23) | 5.41 | 2.21 | 2.32 | 4.64 |
Total from investment operations | (6.37) | 5.26 | 2.18 | 2.27 | 4.52 |
Less distributions from: Net realized gains | (3.72) | (.39) | (.82) | (.69) | (.08) |
Redemption fees
| .00* | .00* | .00* | .00* | — |
Net asset value, end of period | $ 21.88 | $ 31.97 | $ 27.10 | $ 25.74 | $ 24.16 |
Total Return (%)b
| (20.41)c | 19.51c | 8.49 | 9.46 | 22.87 |
Ratios to Average Net Assets and Supplemental Data |
Net assets, end of period ($ millions)
| 4 | 8 | 8 | 13 | 18 |
Ratio of expenses before expense reductions (%)
| 2.18 | 2.09 | 1.94 | 1.97 | 1.99 |
Ratio of expenses after expense reductions (%)
| 2.11 | 2.04 | 1.94 | 1.97 | 1.99 |
Ratio of net investment income (loss) (%)
| (.63) | (.61) | (.20) | (.31) | (.58) |
Portfolio turnover rate (%)
| 79 | 13 | 10 | 11 | 7 |
a Based on average shares outstanding during the period.
b Total return does not reflect the effect of any sales charges.
c Total return would have been lower had certain expenses not been reduced.
* Amount is less than $.005.
|
Class C Years Ended May 31, | 2008 | 2007 | 2006 | 2005 | 2004 |
Selected Per Share Data |
Net asset value, beginning of period | $ 31.98 | $ 27.10 | $ 25.74 | $ 24.15 | $ 19.71 |
Income (loss) from investment operations: Net investment income (loss)a | (.12) | (.13) | (.03) | (.05) | (.12) |
Net realized and unrealized gain (loss) | (6.24) | 5.40 | 2.21 | 2.33 | 4.64 |
Total from investment operations | (6.36) | 5.27 | 2.18 | 2.28 | 4.52 |
Less distributions from: Net realized gains | (3.72) | (.39) | (.82) | (.69) | (.08) |
Redemption fees
| .00* | .00* | .00* | .00* | — |
Net asset value, end of period | $ 21.90 | $ 31.98 | $ 27.10 | $ 25.74 | $ 24.15 |
Total Return (%)b
| (20.37) | 19.55c | 8.49 | 9.46 | 22.93 |
Ratios to Average Net Assets and Supplemental Data |
Net assets, end of period ($ millions)
| 6 | 14 | 14 | 9 | 6 |
Ratio of expenses before expense reductions (%)
| 2.06 | 2.01 | 1.95 | 1.97 | 1.99 |
Ratio of expenses after expense reductions (%)
| 2.06 | 1.99 | 1.95 | 1.97 | 1.99 |
Ratio of net investment income (loss) (%)
| (.58) | (.56) | (.21) | (.31) | (.58) |
Portfolio turnover rate (%)
| 79 | 13 | 10 | 11 | 7 |
a Based on average shares outstanding during the period.
b Total return does not reflect the effect of any sales charges.
c Total return would have been lower had certain expenses not been reduced.
* Amount is less than $.005.
|
Institutional Class Years Ended May 31, | 2008 | 2007 | 2006 | 2005 | 2004 |
Selected Per Share Data |
Net asset value, beginning of period | $ 34.46 | $ 28.94 | $ 27.43 | $ 25.57 | $ 20.76 |
Income (loss) from investment operations: Net investment income (loss)a | .15 | .16 | .22 | .18 | .10 |
Net realized and unrealized gain (loss) | (6.71) | 5.85 | 2.39 | 2.51 | 4.90 |
Total from investment operations | (6.56) | 6.01 | 2.61 | 2.69 | 5.00 |
Less distributions from: Net investment income | (.16) | (.10) | (.28) | (.14) | (.11) |
Net realized gains | (3.72) | (.39) | (.82) | (.69) | (.08) |
Total distributions | (3.88) | (.49) | (1.10) | (.83) | (.19) |
Redemption fees
| .00* | .00* | .00* | .00* | — |
Net asset value, end of period | $ 24.02 | $ 34.46 | $ 28.94 | $ 27.43 | $ 25.57 |
Total Return (%)
| (19.49) | 20.89b | 9.60 | 10.54 | 24.14 |
Ratios to Average Net Assets and Supplemental Data |
Net assets, end of period ($ millions)
| 44 | 177 | 156 | 94 | 96 |
Ratio of expenses before expense reductions (%)
| .91 | .89 | .95 | .97 | .99 |
Ratio of expenses after expense reductions (%)
| .91 | .89 | .95 | .97 | .99 |
Ratio of net investment income (loss) (%)
| .57 | .54 | .79 | .69 | .42 |
Portfolio turnover rate (%)
| 79 | 13 | 10 | 11 | 7 |
a Based on average shares outstanding during the period.
b Total return would have been lower had certain expenses not been reduced.
* Amount is less than $.005.
|
Notes to Financial Statements
A. Significant Accounting Policies
DWS Equity Partners Fund, Inc. (the "Fund") is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end, diversified management investment company 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 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. 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 convert into another class. Institutional Class shares are offered to a limited group of investors, are not subject to initial or contingent deferred sales charges and have lower ongoing expenses than other classes.
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 services to shareholders, distribution and service fees and certain other class-specific expenses. 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. Equity securities are valued at the most recent sale price or official closing price reported on the exchange (US or foreign) or over-the-counter market on which the security is traded most extensively. 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.
Money market instruments purchased with an original or remaining maturity of sixty days or less, maturing at par, are valued at amortized cost. Investments in open-end investment companies and Cash Management QP Trust are valued at their net asset value each business day.
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 Directors.
New Accounting Pronouncement. In September 2006, the Financial Accounting Standards Board ("FASB") released Statement of Financial Accounting Standards No. 157, "Fair Value Measurements" ("FAS 157"). FAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. As of May 31, 2008, management does not believe the adoption of FAS 157 will impact the amounts reported in the financial statements, however, additional disclosures will be required about the inputs used to develop the measurements of fair value and the effect of certain of the measurements reported in the statement of operations for a fiscal period.
Securities Lending. The Fund may lend securities to financial institutions. The Fund retains beneficial ownership of the securities it has loaned and continues to receive interest and dividends paid by the issuer of 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 liquid, unencumbered assets having a value at least equal to the value of the securities loaned. 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. The Fund is subject to all investment risks associated with the value of any cash collateral received, including, but not limited to, interest rate, credit and liquidity risk associated with such investments.
Foreign Currency Translations. The books and records of the Fund are maintained in US dollars. Investment securities and other assets and liabilities denominated in a foreign currency are translated into US dollars at the prevailing exchange rates at period end. Purchases and sales of investment securities, income and expenses are translated into US 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 disposition of forward foreign currency exchange contracts and foreign currencies, and the difference between the amount of net investment income accrued and the US 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 gains and losses on investment securities.
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.
The Fund has reviewed the tax positions for the open tax years as of May 31, 2008 and has determined that no provision for income tax is required in the Fund's financial statements. The Fund's federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service.
Distribution of Income and Gains. Net investment income of the Fund, if any, is declared and distributed to shareholders semiannually. 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.
Earnings and profits distributed to shareholders on redemptions on Fund shares ("tax equalization") may be utilized by the Fund to the extent permissible, as part of the Fund's dividends-paid deduction on its federal tax returns. During the year ended May 31, 2008, the Fund utilized tax equalization.
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 certain securities sold at a loss. As a result, net investment income (loss) and net realized gain (loss) on investment transactions for a reporting period may differ significantly from distributions during such period. Accordingly, the Fund may periodically make reclassifications among certain of its capital accounts without impacting the net asset value of the Fund.
At May 31, 2008, the Fund's components of distributable earnings (accumulated losses) on a tax-basis were as follows:
Undistributed ordinary income*
| $ — |
Undistributed net long-term capital gains
| $ 57,784,536 |
Net unrealized appreciation (depreciation) on investments
| $ 35,468,482 |
In addition, the tax character of distributions paid to shareholders by the Fund is summarized as follows:
| Years Ended May 31, |
| 2008 | 2007 |
Distributions from ordinary income*
| $ 2,845,795 | $ 1,380,655 |
Distributions from long-term capital gains
| $ 43,914,416 | $ 4,841,362 |
* For tax purposes short-term capital gains distributions are considered ordinary income distributions.Redemption Fees. The Fund imposes a redemption fee of 2% of the total redemption amount on the Fund shares redeemed or exchanged within 15 days of buying them, either by purchase or exchange. This fee is assessed and retained by the Fund for the benefit of the remaining shareholders. The redemption fee is accounted for as an addition to paid-in capital.
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.
Real Estate Investment Trusts. The Fund periodically recharacterizes distributions received from a Real Estate Investment Trust ("REIT") investment based on information provided by the REIT into the following categories: ordinary income, long-term and short-term capital gains, and return of capital. If information is not available timely from a REIT, the recharacterization will be estimated and a recharacterization will be made in the following year when such information becomes available. Distributions received from REITs in excess of income are recorded as either a reduction of cost of investments or realized gains. The Fund distinguishes between dividends on a tax basis and a financial reporting basis and only distributions in excess of tax basis earnings and profits are reported in the financial statements as a tax return of capital.
Other. Investment security transactions are accounted for on a trade date plus one basis for daily net asset value calculations. However, for financial reporting purposes, investment security 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. Distributions received from Real Estate Investment Trusts (REITs) in excess of income are recorded as a reduction of cost of investments and/or realized gain.
B. Purchases and Sales of Securities
During the year ended May 31, 2008, purchases and sales of investment securities (excluding short-term investments) aggregated $270,366,032 and $412,694,573, respectively.
C. 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, having delegated such responsibility to the Fund's sub-advisor, Alex. Brown Investment Management, who prior to March 15, 2008 served as subadvisor and was paid by the Advisor for its services. On March 5, 2008 the Fund's Board Members approved the termination of Alex. Brown Investment Management as the Fund's Subadvisor. Effective March 15, 2008 the Advisor assumed all day-to-day responsibilities that were previously delegated to Alex. Brown Investment Management.
Under 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 $50 million of the Fund's average daily net assets
| .915% |
Next $50 million of such net assets
| .765% |
Next $100 million of such net assets
| .715% |
Over $200 million of such net assets
| .615% |
Accordingly, for the year ended May 31, 2008, the fee pursuant to the agreement was equivalent to an annual effective rate of 0.71% of the Fund's average daily net assets.
For the period from October 1, 2007 through September 30, 2008, the Advisor has contractually agreed to waive all or a portion of its management fee and reimburse or pay certain operating expenses of the Fund (excluding certain expenses such as extraordinary expenses, taxes, brokerage and interest) to the extent necessary to maintain the operating expenses for Class B shares at 2.10%.
Administration Fee. Pursuant to an Administrative Services Agreement, DIMA provides most administrative services to the Fund. For all services provided under the Administrative Services Agreement, the Fund pays DIMA an annual fee ("Administration Fee") of 0.10% of the Fund's average daily net assets, computed and accrued daily and payable monthly. For the the year ended May 31, 2008, the Advisor received an Administration Fee of $356,169, of which $17,640 is unpaid.
Service Provider Fees. DWS Investments Service Company ("DISC"), an affiliate of the Advisor, is the transfer agent, dividend-paying agent and shareholder service agent of the Fund. Pursuant to a sub-transfer agency agreement 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 year ended May 31, 2008, the amounts charged to the Fund by DISC were as follows:
Services to Shareholders | Total Aggregated | Waived | Unpaid at May 31, 2008 |
Class A
| $ 271,116 | $ — | $ 76,966 |
Class B
| 13,207 | 3,572 | 793 |
Class C
| 14,400 | — | 3,843 |
Institutional Class
| 6,506 | — | 2,114 |
| $ 305,229 | $ 3,572 | $ 83,716 |
Distribution and Service Fees. Under the Fund's Class B and Class C 12b-1 Plans, DWS Investments Distributors, Inc. ("DIDI"), an affiliate of the Advisor, receives a fee ("Distribution Fee") of up to 0.75% of average daily net assets of each of Class B and C shares. In accordance with the Fund's Underwriting and Distribution Services Agreement, DIDI enters into related selling group agreements with various firms at various rates for sales of Class A, B and C shares. For the year ended May 31, 2008, the Distribution Fee was as follows:
Distribution Fee | Total Aggregated | Unpaid at May 31, 2008 |
Class B
| $ 41,697 | $ 2,537 |
Class C
| 75,412 | 4,029 |
| $ 117,109 | $ 6,566 |
In addition, DIDI provides information and administrative services for a fee ("Service Fee") to the shareholders of Class A, B and C 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 year ended May 31, 2008, the Service Fee was as follows:
Service Fee | Total Aggregated | Unpaid at May 31, 2008 | Annual Effective Rate |
Class A
| $ 530,345 | $ 61,768 | .23% |
Class B
| 13,669 | 1,254 | .25% |
Class C
| 24,801 | 2,650 | .25% |
| $ 568,815 | $ 65,672 | |
Underwriting Agreement and Contingent Deferred Sales Charge. DIDI is the principal underwriter for the Fund. Underwriting commissions paid in connection with the distribution of Class A shares for the year ended May 31, 2008 aggregated $8,934.
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 year ended May 31, 2008, the CDSC for Class B and C shares aggregated $17,986 and $6,688, respectively. A deferred sales charge of up to 1% is assessed on certain redemptions of Class A shares. For the year ended May 31, 2008, DIDI received $3,055 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 year ended May 31, 2008, the amount charged to the Fund by DIMA included in the Statement of Operations under "reports to shareholders" aggregated $9,097, of which $6,526 is unpaid.
Directors' Fees and Expenses. The Fund paid each Director not affiliated with the Advisor retainer fees plus specified amounts for various committee services and for the Board Chairperson.
In connection with the board consolidation on April 1, 2008, of the two DWS Funds boards of directors, certain Independent Board Members retired prior to their normal retirement date, and received a one-time retirement benefit. DIMA has agreed to reimburse the Funds for the cost of this benefit. During the period ended May 31, 2008, the Fund paid its allocated portion of the retirement benefit of $1,510 to the noncontinuing Independent Board Members, and the Fund was reimbursed by DIMA for this payment.
Cash Management QP Trust. Pursuant to an Exemptive Order issued by the SEC, the Fund may invest in the Cash Management QP Trust (the "QP Trust") and other affiliated funds managed by the Advisor. The QP Trust seeks to provide as high a level of income as is consistent with the preservation of capital and the maintenance of liquidity. The QP Trust does not pay the Advisor a management fee for the affiliated funds' investments in the QP Trust.
D. Fee Reductions
The Fund has entered into an arrangement with its custodian and transfer agent whereby credits realized as a result of uninvested cash balances are used to reduce a portion of the Fund's custodian expenses. During the year ended May 31, 2008, the Fund's custodian fee was reduced by $77 and $6,421, respectively, for custody and transfer agent credits earned.
E. Line of Credit
The Fund and other affiliated funds (the "Participants") share in a $490 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 the Federal Funds Rate plus 0.35 percent. The Fund may borrow up to a maximum of 10 percent of its net assets under the agreement.
F. Share Transactions
The following table summarizes share and dollar activity in the Fund:
| Year Ended May 31, 2008 | Year Ended May 31, 2007 |
| Shares | Dollars | Shares | Dollars |
Shares sold |
Class A
| 1,151,050 | $ 32,871,685 | 1,311,351 | $ 40,646,291 |
Class B
| 19,895 | 540,228 | 57,312 | 1,648,751 |
Class C
| 52,185 | 1,367,792 | 116,316 | 3,378,062 |
Institutional Class
| 201,705 | 6,244,934 | 344,346 | 10,477,537 |
| | $ 41,024,639 | | $ 56,150,641 |
Shares issued to shareholders in reinvestment of distributions |
Class A
| 1,101,124 | $ 27,404,076 | 97,852 | $ 3,089,174 |
Class B
| 24,635 | 563,158 | 2,894 | 85,810 |
Class C
| 54,433 | 1,245,425 | 4,901 | 145,370 |
Institutional Class
| 548,050 | 13,800,398 | 72,851 | 2,315,213 |
| | $ 43,013,057 | | $ 5,635,567 |
Shares redeemed |
Class A
| (4,471,886) | $ (112,985,543) | (1,478,876) | $ (45,381,046) |
Class B
| (121,836) | (3,182,305) | (104,692) | (3,043,903) |
Class C
| (254,976) | (6,176,299) | (199,898) | (5,687,281) |
Institutional Class
| (4,058,019) | (107,808,149) | (687,967) | (21,547,593) |
| | $ (230,152,296) | | $ (75,659,823) |
Redemption fees | $ 3,678 | | $ 2,224 |
Net increase (decrease) |
Class A
| (2,219,712) | $ (52,707,789) | (69,673) | $ (1,644,533) |
Class B
| (77,306) | (2,078,917) | (44,486) | (1,309,200) |
Class C
| (148,358) | (3,562,512) | (78,681) | (2,163,031) |
Institutional Class
| (3,308,264) | (87,761,704) | (270,770) | (8,754,627) |
| | $ (146,110,922) | | $ (13,871,391) |
G. Subsequent Event
On July 16, 2008, the Board of Directors of the Fund approved, in principle, the merger of the DWS Equity Partners Fund (the "Acquired Fund") into the DWS Large Cap Value Fund.
Completion of the merger is subject to a number of conditions, including approval by shareholders of the Acquired Fund at the shareholder meeting expected to be held on or about October 15, 2008.
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of DWS Equity Partners Fund, Inc.:
In our opinion, the accompanying statement of assets and liabilities, including the investment portfolio, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of DWS Equity Partners Fund, Inc. (the "Fund") at May 31, 2008, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated therein, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at May 31, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
As discussed in Note G, "Subsequent Event", the Board of Directors of the Fund has approved the merger of the Fund.
Boston, Massachusetts
July 22, 2008 | PricewaterhouseCoopers LLP |
Tax Information (Unaudited)
The Fund paid distributions of $3.578 per share from net long-term capital gains during its year ended May 31, 2008, of which 100% represents 15% rate gains.
Pursuant to Section 852 of the Internal Revenue Code, the Fund designates $78,288,000 as capital gains dividends for its year ended May 31, 2008, of which 100% represents 15% rate gains.
For federal income tax purposes, the Fund designates $5,300,000, or the maximum amount allowable under tax law, as qualified dividend income.
For corporate shareholders, 100% of the income dividends paid during the Fund's fiscal year ended May 31, 2008, qualified for the dividends received deduction.
Please consult a tax advisor if you have questions about federal or state income tax laws, or on how to prepare your tax returns. If you have specific questions about your account, please call (800) 621-1048.
Summary of Management Fee Evaluation by Independent Fee Consultant
October 26, 2007
Pursuant to an Order entered into by Deutsche Investment Management Americas and affiliates (collectively, "DeAM") with the Attorney General of New York, I, Thomas H. Mack, have been appointed the Independent Fee Consultant for the DWS Scudder Funds. My duties include preparing an annual written evaluation of the management fees DeAM charges the Funds, considering among other factors the management fees charged by other mutual fund companies for like services, management fees DeAM charges other clients for like services, DeAM's costs of supplying services under the management agreements and related profit margins, possible economies of scale if a Fund grows larger, and the nature and quality of DeAM's services, including fund performance. This report summarizes my evaluation for 2007, including my qualifications, the evaluation process for each of the DWS Scudder Funds, consideration of certain complex-level factors, and my conclusions.
Qualifications
For more than 30 years I have served in various professional capacities within the investment management business. I have held investment analysis and advisory positions, including securities analyst, portfolio strategist and director of investment policy with a large investment firm. I have also performed business management functions, including business development, financial management and marketing research and analysis.
Since 1991, I have been an independent consultant within the asset management industry. I have provided services to over 125 client organizations, including investment managers, mutual fund boards, product distributors and related organizations. Over the past several years I have completed a number of assignments for mutual fund boards, specifically including assisting boards with management contract renewal.
I hold a Master of Business Administration degree, with highest honors, from Harvard University; and Master of Science and Bachelor of Science (highest honors) degrees from the University of California at Berkeley. I am an independent director and audit committee financial expert for two closed-end mutual funds, serve on the board of directors of a private market research company, and have served in various leadership and financial oversight capacities with non-profit organizations.
Evaluation of Fees for each DWS Scudder Fund
My work focused primarily on evaluating, fund-by-fund, the fees charged to each of the 136 Fund portfolios in the DWS Scudder Fund family. For each Fund, I considered each of the key factors mentioned above, as well as any other relevant information. In doing so I worked closely with the Funds' Independent Directors in their annual contract renewal process, as well as in their approval of contracts for several new funds (documented separately).
In evaluating each Fund's fees, I reviewed comprehensive materials provided by or on behalf of DeAM, including expense information prepared by Lipper Analytical, comparative performance information, profitability data, manager histories, and other materials. I also accessed certain additional information from the Lipper, Strategic Insight, and Morningstar databases and drew on my industry knowledge and experience.
To facilitate evaluating this considerable body of information, I prepared for each Fund a document summarizing the key data elements in each area as well as additional analytics discussed below. This made it possible to consider each key data element in the context of the others.
In the course of contract renewal, DeAM agreed to implement a number of fee and expense adjustments requested by the Independent Directors which will favorably impact future fees and expenses, and my evaluation includes the effects of these changes.
Fees and Expenses Compared with Other Funds
The competitive fee and expense evaluation for each fund focused on two primary comparisons:
The Fund's contractual management fee (the advisory fee plus the administration fee where applicable) compared with those of a group of typically 12-15 funds in the same Lipper investment category (e.g. Large Capitalization Growth) having similar distribution arrangements and being of similar size.
The Fund's total expenses compared with a broader universe of funds from the same Lipper investment category and having similar distribution arrangements.
These two comparisons provide a view of not only the level of the fee compared with funds of similar scale but also the total expense the Fund bears for all the services it receives, in comparison with the investment choices available in the Fund's investment category and distribution channel. The principal figure-of-merit used in these comparisons was the subject Fund's percentile ranking against peers.
DeAM's Fees for Similar Services to Others
DeAM provided management fee schedules for all of its US domiciled fund and non-fund investment management accounts in any of the investment categories where there is a DWS Scudder Fund. These similar products included the other DWS Scudder Funds, non-fund pooled accounts, institutional accounts and sub-advisory accounts. Using this information, I calculated for each Fund the fee that would be charged to each similar product, at the subject Fund's asset level.
Evaluating information regarding non-fund products is difficult because there are varying levels of services required for different types of accounts, with mutual funds generally requiring considerably more regulatory and administrative types of service as well as having more frequent cash flows than other types of accounts. Also, while mutual fund fees for similar fund products can be expected to be similar, there will be some differences due to different pricing conditions in different distribution channels (e.g. retail funds versus those used in variable insurance products), differences in underlying investment processes and other factors.
Costs and Profit Margins
DeAM provided a detailed profitability analysis for each Fund. After making some adjustments so that the presentation would be more comparable to the available industry figures, I reviewed profit margins from investment management alone, from investment management plus other fund services (excluding distribution) provided to the Funds by DeAM (principally shareholder services), and DeAM profits from all sources, including distribution. A later section comments on overall profitability.
Economies of Scale
Economies of scale — an expected decline in management cost per dollar of fund assets as fund assets grow — are very rarely quantified and documented because of inherent difficulties in collecting and analyzing relevant data. However, in virtually every investment category that I reviewed, larger funds tend to have lower fees and lower total expenses than smaller funds. To see how each DWS Scudder Fund compares with this industry observation, I reviewed:
The trend in Fund assets over the last five years and the accompanying trend in total expenses. This shows if the Fund has grown and, if so, whether total expense (management fees as well as other expenses) have declined as a percent of assets.
Whether the Fund has break-points in its management fee schedule, the extent of the fee reduction built into the schedule and the asset levels where the breaks take effect, and in the case of a sub-advised Fund how the Fund's break-points compare with those of the sub-advisory fee schedule.
How the Fund's contractual fee schedule compares with trends in the industry data. To accomplish this, I constructed a chart showing how actual latest-fiscal-year contractual fees of the Fund and of other similar funds relate to average fund assets, with the subject Fund's contractual fee schedule superimposed.
Quality of Service — Performance
The quality-of-service evaluation focused on investment performance, which is the principal result of the investment management service. Each Fund's performance was reviewed over the past 1, 3, 5 and 10 years, as applicable, and compared with that of other funds in the same investment category and with a suitable market index.
In addition, I calculated and reviewed risk-adjusted returns relative to an index of similar mutual funds' returns and a suitable market index. The risk-adjusted returns analysis provides a way of determining the extent to which the Fund's return comparisons are mainly the product of investment value-added (or lack thereof) or alternatively taking considerably more or less risk than is typical in its investment category.
I also received and considered the history of portfolio manager changes for each Fund, as this provided an important context for evaluating the performance results.
Complex-Level Considerations
While this evaluation was conducted mainly at the individual fund level, there are some issues relating to the reasonableness of fees that can alternatively be considered across the whole fund complex:
I reviewed DeAM's profitability analysis for all DWS Scudder funds, with a view toward determining if the allocation procedures used were reasonable and how profit levels compared with public data for other investment managers.
I considered whether DeAM and affiliates receive any significant ancillary or "fall-out" benefits that should be considered in interpreting the direct profitability results. These would be situations where serving as the investment manager of the Funds is beneficial to another part of the Deutsche Bank organization.
I considered how aggregated DWS Scudder Fund expenses had varied over the years, by asset class and in the context of trends in asset levels.
I reviewed the structure of the DeAM organization, trends in staffing levels, and information on compensation of investment management and other professionals compared with industry data.
Findings
Based on the process and analysis discussed above, which included reviewing a wide range of information from management and external data sources and considering among other factors the fees DeAM charges other clients, the fees charged by other fund managers, DeAM's costs and profits associated with managing the Funds, economies of scale, possible fall-out benefits, and the nature and quality of services provided, in my opinion the management fees charged the DWS Scudder Funds are reasonable.
Thomas H. Mack
Directors and Officers
The following table presents certain information regarding the Board Members and Officers of the Trust as of May 31, 2008. Each Board Member's year of birth is set forth in parentheses after his or her name. Unless otherwise noted, (i) each Board Member has engaged in the principal occupation(s) noted in the table for at least the most recent five years, although not necessarily in the same capacity; and (ii) the address of each Independent Board Member is c/o Dawn-Marie Driscoll, PO Box 100176, Cape Coral, FL 33904. Except as otherwise noted below, the term of office for each Board Member is until the election and qualification of a successor, or until such Board Member sooner dies, resigns, is removed or as otherwise provided in the governing documents of the fund. Because the fund does not hold an annual meeting of shareholders, each Board Member will hold office for an indeterminate period. The Board Members may also serve in similar capacities with other funds in the fund complex. The Length of Time Served represents the year in which the Board Member joined the board of one or more DWS funds now overseen by the Board.
Independent Board Members |
Name, Year of Birth, Position with the Fund and Length of Time Served1 | Business Experience and Directorships During the Past Five Years | Number of Funds in DWS Fund Complex Overseen |
Dawn-Marie Driscoll (1946)
Chairperson since 20042
Board Member since 1987
| President, Driscoll Associates (consulting firm); Executive Fellow, Center for Business Ethics, Bentley College; formerly, Partner, Palmer & Dodge (1988-1990); Vice President of Corporate Affairs and General Counsel, Filene's (1978-1988). Directorships: Trustee of eight open-end mutual funds managed by Sun Capital Advisers, Inc. (since 2007); Director of ICI Mutual Insurance Company (since 2007); Advisory Board, Center for Business Ethics, Bentley College; Trustee, Southwest Florida Community Foundation (charitable organization). Former Directorships: Investment Company Institute (audit, executive, nominating committees) and Independent Directors Council (governance, executive committees)
| 133 |
Paul K. Freeman (1950)
Vice Chairperson since 2008
Board Member since 1993
| Consultant, World Bank/Inter-American Development Bank; formerly, Project Leader, International Institute for Applied Systems Analysis (1998-2001); Chief Executive Officer, The Eric Group, Inc. (environmental insurance) (1986-1998)
| 131 |
John W. Ballantine (1946)
Board Member since 1999
| Retired; formerly, Executive Vice President and Chief Risk Management Officer, First Chicago NBD Corporation/The First National Bank of Chicago (1996-1998); Executive Vice President and Head of International Banking (1995-1996). Directorships: Healthways, Inc. (provider of disease and care management services); Portland General Electric (utility company); Stockwell Capital Investments PLC (private equity). Former Directorships: First Oak Brook Bancshares, Inc. and Oak Brook Bank
| 133 |
Henry P. Becton, Jr. (1943)
Board Member since 1990
| Vice Chair, WGBH Educational Foundation. Directorships: Association of Public Television Stations; Becton Dickinson and Company3 (medical technology company); Belo Corporation3 (media company); Boston Museum of Science; Public Radio International. Former Directorships: American Public Television; Concord Academy; New England Aquarium; Mass. Corporation for Educational Telecommunications; Committee for Economic Development; Public Broadcasting Service
| 133 |
Keith R. Fox (1954)
Board Member since 1996
| Managing General Partner, Exeter Capital Partners (a series of private equity funds). Directorships: Progressive Holding Corporation (kitchen goods importer and distributor); Natural History, Inc. (magazine publisher); Box Top Media Inc. (advertising); The Kennel Shop (retailer)
| 133 |
Kenneth C. Froewiss (1945)
Board Member since 2001
| Clinical Professor of Finance, NYU Stern School of Business (1997-present); Member, Finance Committee, Association for Asian Studies (2002-present); Director, Mitsui Sumitomo Insurance Group (US) (2004-present); prior thereto, Managing Director, J.P. Morgan (investment banking firm) (until 1996)
| 133 |
Richard J. Herring (1946)
Board Member since 1990
| Jacob Safra Professor of International Banking and Professor, Finance Department, The Wharton School, University of Pennsylvania (since July 1972); Co-Director, Wharton Financial Institutions Center (since July 2000); Director, Japan Equity Fund, Inc. (since September 2007), Thai Capital Fund, Inc. (since September 2007), Singapore Fund, Inc. (since September 2007). Formerly, Vice Dean and Director, Wharton Undergraduate Division (July 1995-June 2000); Director, Lauder Institute of International Management Studies (July 2000-June 2006)
| 133 |
William McClayton (1944)
Board Member since 2004
| Chief Administrative Officer, Diamond Management & Technology Consultants, Inc. (global management consulting firm) (2001-present); Directorship: Board of Managers, YMCA of Metropolitan Chicago; formerly: Senior Partner, Arthur Andersen LLP (accounting) (1966-2001); Trustee, Ravinia Festival
| 133 |
Rebecca W. Rimel (1951)
Board Member since 1995
| President and Chief Executive Officer, The Pew Charitable Trusts (charitable organization) (1994 to present); Trustee, Thomas Jefferson Foundation (charitable organization) (1994 to present); Trustee, Executive Committee, Philadelphia Chamber of Commerce (2001-2007); Trustee, Pro Publica (2007-present) (charitable organization). Formerly, Executive Vice President, The Glenmede Trust Company (investment trust and wealth management) (1983-2004); Board Member, Investor Education (charitable organization) (2004-2005); Director, Viasys Health Care3 (January 2007-June 2007)
| 133 |
William N. Searcy, Jr. (1946)
Board Member since 1993
| Private investor since October 2003; Trustee of eight open-end mutual funds managed by Sun Capital Advisers, Inc. (since October 1998). Formerly, Pension & Savings Trust Officer, Sprint Corporation3 (telecommunications) (November 1989-September 2003)
| 133 |
Jean Gleason Stromberg (1943)
Board Member since 1997
| Retired. Formerly, Consultant (1997-2001); Director, US Government Accountability Office (1996-1997); Partner, Fulbright & Jaworski, L.L.P. (law firm) (1978-1996). Directorships: The William and Flora Hewlett Foundation; Service Source, Inc. Former Directorships: Mutual Fund Directors Forum (2002-2004), American Bar Retirement Association (funding vehicle for retirement plans) (1987-1990 and 1994-1996)
| 133 |
Robert H. Wadsworth
(1940)
Board Member since 1999
| President, Robert H. Wadsworth & Associates, Inc. (consulting firm) (1983 to present).
| 136 |
Interested Board Member |
Name, Year of Birth, Position with the Fund and Length of Time Served1 | Business Experience and Directorships During the Past Five Years | Number of Funds in Fund Complex Overseen |
Axel Schwarzer4 (1958)
Board Member since 2006
| Managing Director5, Deutsche Asset Management; Head of Deutsche Asset Management Americas; CEO of DWS Investments; formerly, board member of DWS Investments, Germany (1999-2005); formerly, Head of Sales and Product Management for the Retail and Private Banking Division of Deutsche Bank in Germany (1997-1999); formerly, various strategic and operational positions for Deutsche Bank Germany Retail and Private Banking Division in the field of investment funds, tax driven instruments and asset management for corporates (1989-1996)
| 133 |
Officers6 |
Name, Year of Birth, Position with the Fund and Length of Time Served7 | Principal Occupation(s) During Past 5 Years and Other Directorships Held |
Michael G. Clark8 (1965)
President, 2006-present
| Managing Director5, Deutsche Asset Management (2006-present); President of DWS family of funds; Director, ICI Mutual Insurance Company (since October 2007); formerly, Director of Fund Board Relations (2004-2006) and Director of Product Development (2000-2004), Merrill Lynch Investment Managers; Senior Vice President Operations, Merrill Lynch Asset Management (1999-2000)
|
John Millette9 (1962)
Vice President and Secretary, 1999-present
| Director5, Deutsche Asset Management
|
Paul H. Schubert8 (1963)
Chief Financial Officer, 2004-present
Treasurer, 2005-present
| Managing Director5, Deutsche Asset Management (since July 2004); formerly, Executive Director, Head of Mutual Fund Services and Treasurer for UBS Family of Funds (1998-2004); Vice President and Director of Mutual Fund Finance at UBS Global Asset Management (1994-1998)
|
Patricia DeFilippis10 (1963)
Assistant Secretary, 2005-present
| Vice President, Deutsche Asset Management (since June 2005); formerly, Counsel, New York Life Investment Management LLC (2003-2005); legal associate, Lord, Abbett & Co. LLC (1998-2003)
|
Elisa D. Metzger10 (1962)
Assistant Secretary 2005-present
| Director5, Deutsche Asset Management (since September 2005); formerly, Counsel, Morrison and Foerster LLP (1999-2005)
|
Caroline Pearson9 (1962)
Assistant Secretary, 1997-present
| Managing Director5, Deutsche Asset Management
|
Paul Antosca9 (1957)
Assistant Treasurer, 2007-present
| Director5, Deutsche Asset Management (since 2006); Vice President, The Manufacturers Life Insurance Company (U.S.A.) (1990-2006)
|
Jack Clark9 (1967)
Assistant Treasurer, 2007-present
| Director5, Deutsche Asset Management (since 2007); formerly, Vice President, State Street Corporation (2002-2007)
|
Kathleen Sullivan D'Eramo9 (1957)
Assistant Treasurer, 2003-present
| Director5, Deutsche Asset Management
|
Diane Kenneally9 (1966)
Assistant Treasurer, 2007-present
| Director5, Deutsche Asset Management
|
Jason Vazquez10 (1972)
Anti-Money Laundering Compliance Officer, 2007-present
| Vice President, Deutsche Asset Management (since 2006); formerly, AML Operations Manager for Bear Stearns (2004-2006), Supervising Compliance Principal and Operations Manager for AXA Financial (1999-2004)
|
Robert Kloby10 (1962)
Chief Compliance Officer, 2006-present
| Managing Director5, Deutsche Asset Management (2004-present); formerly, Chief Compliance Officer/Chief Risk Officer, Robeco USA (2000-2004); Vice President, The Prudential Insurance Company of America (1988-2000); E.F. Hutton and Company (1984-1988)
|
J. Christopher Jackson10 (1951)
Chief Legal Officer, 2006-present
| Director5, Deutsche Asset Management (2006-present); formerly, Director, Senior Vice President, General Counsel and Assistant Secretary, Hansberger Global Investors, Inc. (1996-2006); Director, National Society of Compliance Professionals (2002-2005) (2006-2009)
|
1 The length of time served represents the year in which the Board Member joined the board of one or more DWS funds currently overseen by the Board.2 Represents the year Ms. Driscoll was first appointed Chairperson of certain DWS funds.3 A publicly held company with securities registered pursuant to Section 12 of the Securities Exchange Act of 1934.4 The mailing address of Axel Schwarzer is c/o Deutsche Investment Management Americas Inc., 345 Park Avenue, New York, New York 10154. Mr. Schwarzer is an interested Board Member by virtue of his positions with Deutsche Asset Management. As an interested person, Mr. Schwarzer receives no compensation from the funds.5 Executive title, not a board directorship.6 As a result of their respective positions held with the Advisor, these individuals are considered "interested persons" of the Advisor within the meaning of the 1940 Act. Interested persons receive no compensation from the funds.7 The length of time served represents the year in which the officer was first elected in such capacity for one or more DWS funds.8 Address: 345 Park Avenue, New York, New York 10154.9 Address: One Beacon Street, Boston, MA 02108.10 Address: 280 Park Avenue, New York, New York 10017.The fund's Statement of Additional Information ("SAI") includes additional information about the Board Members. The SAI is available, without charge, upon request. If you would like to request a copy of the SAI, you may do so by calling the following toll-free number: (800) 621-1048.
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 and C 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 DWS Investments representative by calling the appropriate number below:
For shareholders of Classes A, B, C and Institutional Class: (800) 621-1048
|
Web Site | www.dws-investments.com View your account transactions and balances, trade shares, monitor your asset allocation, and change your address, 24 hours a day.
Obtain prospectuses and applications, blank forms, interactive worksheets, news about DWS funds, subscription to fund updates by e-mail, retirement planning information, and more.
|
Written Correspondence | DWS Investments PO Box 219151
Kansas City, MO 64121-9151
|
Proxy Voting | A description of 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 is available on our Web site — www.dws-investments.com (click on "proxy voting"at the bottom of the page) — or on the SEC's Web site — www.sec.gov. To obtain a written copy of the fund's policies and procedures without charge, upon request, call us toll free at (800) 621-1048.
|
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
|
| Class A | Class B | Class C | Institutional Class |
Nasdaq Symbol | FLEPX
| FEPBX
| FEPCX
| FLIPX
|
CUSIP Number | 23339H 106
| 23339H 205
| 23339H 304
| 23339H 403
|
Fund Number | 409
| 609
| 709
| 509
|
Notes
MAY 31, 2008 Semiannual Report
to Shareholders |
|
DWS Large Cap Value Fund |
 |
Contents
This report must be preceded or accompanied by a prospectus. To obtain a 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 prospectus contains this and other important information about the fund. Please read the prospectus carefully before you invest.
Investments in mutual funds involve risk. Some funds have more risk than others. This fund is subject to stock market risk. It focuses its investments on certain economic sectors, thereby increasing its vulnerability to any single economic, political or regulatory development. This may result in greater share price volatility. Please read this fund's prospectus for specific details regarding its investments and risk profile.
DWS Investments is part of Deutsche Bank's Asset Management division and, within the US, represents the retail asset management activities of Deutsche Bank AG, Deutsche Bank Trust Company Americas, Deutsche Investment Management Americas Inc. and DWS Trust Company.
NOT FDIC/NCUA INSURED NO BANK GUARANTEE MAY LOSE VALUE NOT A DEPOSIT NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY
Performance Summary May 31, 2008
Classes A, B, C and Institutional Class
All performance shown is historical, assumes reinvestment of all dividend and capital gain distributions, and does not guarantee future results. Investment return and principal value fluctuate with changing market conditions so that, when redeemed, shares may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted. Please visit www.dws-investments.com for the Fund's most recent month-end performance.
The maximum sales charge for Class A shares is 5.75%. For Class B shares, the maximum contingent deferred sales charge (CDSC) is 4% within the first year after purchase, declining to 0% after six years. Class C shares have no front-end sales charge but redemptions within one year of purchase may be subject to a CDSC of 1%. Unadjusted returns do not reflect sales charges and would have been lower if they had. Institutional Class shares are not subject to sales charges.
The total annual fund operating expense ratios, gross of any fee waivers or expense reimbursements, as stated in the fee table of the prospectus dated March 1, 2008 are 1.00%, 1.83%, 1.74% and 0.58% for Class A, Class B, Class C and Institutional Class shares, respectively. Please see the Information About Your Fund's Expenses, the Financial Highlights and Notes to the Financial Statements (Note C, Related Parties) sections of this report for gross and net expense related disclosure for the period ended May 31, 2008.
To discourage short-term trading, the Fund imposes a 2% redemption fee on shareholders redeeming shares held less than 15 days, which has the effect of lowering total return.
Returns and rankings during the 3-year, 5-year and 10-year periods shown reflect a fee waiver and/or expense reimbursement. Without this waiver/reimbursement, returns and rankings would have been lower.
Performance figures do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Returns and rankings may differ by share class.
Average Annual Total Returns (Unadjusted for Sales Charge) as of 5/31/08 |
DWS Large Cap Value Fund | 6-Month‡ | 1-Year | 3-Year | 5-Year | 10-Year |
Class A | 4.18% | 6.47% | 11.37% | 12.00% | 6.45% |
Class B | 3.75% | 5.62% | 10.46% | 11.10% | 5.56% |
Class C | 3.77% | 5.68% | 10.55% | 11.18% | 5.60% |
Russell 1000® Value Index+
| -5.35% | -12.28% | 7.45% | 11.41% | 6.11% |
S&P 500® Index++
| -4.47% | -6.70% | 7.57% | 9.77% | 4.21% |
Sources: Lipper Inc. and Deutsche Investment Management Americas Inc.
‡ Total returns shown for periods less than one year are not annualized.Average Annual Total Returns as of 5/31/08 |
DWS Large Cap Value Fund | 6-Month‡ | 1-Year | 3-Year | 5-Year | Life of Class* |
Institutional Class | 4.41% | 6.93% | 11.83% | 12.45% | 8.78% |
Russell 1000 Value Index+
| -5.35% | -12.28% | 7.45% | 11.41% | 6.12% |
S&P 500 Index++
| -4.47% | -6.70% | 7.57% | 9.77% | 1.53% |
Sources: Lipper Inc. and Deutsche Investment Management Americas Inc.
‡ Total returns shown for periods less than one year are not annualized.* Institutional Class shares commenced operations on June 1, 2000. Index returns began on May 31, 2000.Net Asset Value and Distribution Information |
| Class A | Class B | Class C | Institutional Class |
Net Asset Value: 5/31/08
| $ 21.05 | $ 21.09 | $ 21.06 | $ 21.10 |
11/30/07
| $ 24.51 | $ 24.54 | $ 24.52 | $ 24.56 |
Distribution Information: Six Months as of 5/31/08:
Income Dividends | $ .16 | $ .07 | $ .08 | $ .21 |
Capital Gain Distributions | $ 4.16 | $ 4.16 | $ 4.16 | $ 4.16 |
Class A Lipper Rankings — Large-Cap Value Funds Category as of 5/31/08 |
Period | Rank | | Number of Funds Tracked | Percentile Ranking (%) |
1-Year
| 3 | of | 543 | 1 |
3-Year
| 38 | of | 471 | 9 |
5-Year
| 66 | of | 388 | 17 |
10-Year
| 29 | of | 165 | 18 |
Source: Lipper Inc. Rankings are historical and do not guarantee future results. Rankings are based on total return unadjusted for sales charges with distributions reinvested. If sales charges had been included, rankings might have been less favorable. Rankings are for Class A shares; other share classes may vary.
Growth of an Assumed $10,000 Investment (Adjusted for Maximum Sales Charge) |
[] DWS Large Cap Value Fund — Class A [] Russell 1000 Value Index+ [] S&P 500 Index++ |
 |
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.
Comparative Results (Adjusted for Maximum Sales Charge) as of 5/31/08 |
DWS Large Cap Value Fund | 1-Year | 3-Year | 5-Year | 10-Year |
Class A | Growth of $10,000
| $10,035 | $13,018 | $16,608 | $17,608 |
Average annual total return
| .35% | 9.19% | 10.68% | 5.82% |
Class B | Growth of $10,000
| $10,300 | $13,285 | $16,827 | $17,184 |
Average annual total return
| 3.00% | 9.93% | 10.97% | 5.56% |
Class C | Growth of $10,000
| $10,568 | $13,510 | $16,984 | $17,251 |
Average annual total return
| 5.68% | 10.55% | 11.18% | 5.60% |
Russell 1000 Value Index+
| Growth of $10,000
| $8,772 | $12,405 | $17,165 | $18,095 |
Average annual total return
| -12.28% | 7.45% | 11.41% | 6.11% |
S&P 500 Index++
| Growth of $10,000
| $9,330 | $12,446 | $15,941 | $15,100 |
Average annual total return
| -6.70% | 7.57% | 9.77% | 4.21% |
The growth of $10,000 is cumulative.
+ The Russell 1000 Value Index is an unmanaged index that consists of those stocks in the Russell 1000 Index with less-than-average growth orientation.++ The Standard & Poor's (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.Index returns assume reinvestment of dividends and, unlike Fund returns, do not reflect any fees or expenses. It is not possible to invest directly into an index.Growth of an Assumed $1,000,000 Investment |
[] DWS Large Cap Value Fund — Institutional Class [] Russell 1000 Value Index+ [] S&P 500 Index++ |
 |
Yearly periods ended May 31 |
Comparative Results as of 5/31/08 |
DWS Large Cap Value Fund | 1-Year | 3-Year | 5-Year | Life of Class* |
Institutional Class | Growth of $1,000,000
| $1,069,300 | $1,398,600 | $1,797,900 | $1,960,000 |
Average annual total return
| 6.93% | 11.83% | 12.45% | 8.78% |
Russell 1000 Value Index+
| Growth of $1,000,000
| $877,200 | $1,240,500 | $1,716,500 | $1,608,600 |
Average annual total return
| -12.28% | 7.45% | 11.41% | 6.12% |
S&P 500 Index++
| Growth of $1,000,000
| $933,000 | $1,244,600 | $1,594,100 | $1,129,400 |
Average annual total return
| -6.70% | 7.57% | 9.77% | 1.53% |
The growth of $1,000,000 is cumulative.
The minimum initial investment for Institutional Class shares is $1,000,000.
* Institutional Class shares commenced operations on June 1, 2000. Index returns began on May 31, 2000.+ The Russell 1000 Value Index is an unmanaged index that consists of those stocks in the Russell 1000 Index with less-than-average growth orientation.++ The Standard & Poor's (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.Index returns assume reinvestment of dividends and, unlike Fund returns, do not reflect any fees or expenses. It is not possible to invest directly into an index.Class S
Class S shares are generally not available to new investors except under certain circumstances. (Please refer to the Fund's Statement of Additional Information.)
All performance shown is historical, assumes reinvestment of all dividend and capital gain distributions, and does not guarantee future results. Investment return and principal value fluctuate with changing market conditions so that, when redeemed, shares may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted. Please visit www.dws-investments.com for the Fund's most recent month-end performance.
The total annual fund operating expense ratio, gross of any fee waivers or expense reimbursements, as stated in the fee table of the prospectus dated March 1, 2008 is 0.67% for Class S shares. Please see the Information About Your Fund's Expenses, the Financial Highlights and Notes to the Financial Statements (Note C, Related Parties) sections of this report for gross and net expense related disclosure for the period ended May 31, 2008.
To discourage short-term trading, the Fund imposes a 2% redemption fee on shareholders redeeming shares held less than 15 days, which has the effect of lowering total return.
Returns and rankings during the 3-year, 5-year and 10-year periods shown reflect a fee waiver and/or expense reimbursement. Without this waiver/reimbursement, returns and rankings would have been lower.
Performance figures do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemptions of fund shares. Returns and rankings may differ by share class.
Average Annual Total Returns as of 5/31/08 |
DWS Large Cap Value Fund | 6-Month‡ | 1-Year | 3-Year | Life of Class* |
Class S | 4.37% | 6.84% | 11.75% | 10.13% |
Russell 1000 Value Index+
| -5.35% | -12.28% | 7.45% | 6.72% |
S&P 500 Index++
| -4.47% | -6.70% | 7.57% | 6.32% |
Sources: Lipper Inc. and Deutsche Investment Management Americas Inc.
‡ Total returns shown for periods less than one year are not annualized.* Class S commenced operations on December 20, 2004. Index returns began on December 31, 2004.Net Asset Value and Distribution Information |
| Class S |
Net Asset Value: 5/31/08
| $ 21.06 |
11/30/07
| $ 24.52 |
Distribution Information: Six Months as of 5/31/08:
Income Dividends | $ .20 |
Capital Gain Distributions | $ 4.16 |
Class S Lipper Rankings — Large-Cap Value Funds Category as of 5/31/08 |
Period | Rank | | Number of Funds Tracked | Percentile Ranking (%) |
1-Year
| 2 | of | 543 | 1 |
3-Year
| 31 | of | 471 | 7 |
Source: Lipper Inc. Rankings are historical and do not guarantee future results. Rankings are based on total return with distributions reinvested. Rankings are for Class S shares; other share classes may vary.
Growth of an Assumed $10,000 Investment |
[] DWS Large Cap Value Fund — Class S [] Russell 1000 Value Index+ [] S&P 500 Index++ |
 |
|
Comparative Results as of 5/31/08 | | | |
DWS Large Cap Value Fund | 1-Year | 3-Year | Life of Class* |
Class S | Growth of $10,000
| $10,684 | $13,954 | $13,951 |
Average annual total return
| 6.84% | 11.75% | 10.13% |
Russell 1000 Value Index+
| Growth of $10,000
| $8,772 | $12,405 | $12,487 |
Average annual total return
| -12.28% | 7.45% | 6.72% |
S&P 500 Index++
| Growth of $10,000
| $9,330 | $12,446 | $12,328 |
Average annual total return
| -6.70% | 7.57% | 6.32% |
The growth of $10,000 is cumulative.
* Class S commenced operations on December 20, 2004. Index returns began on December 31, 2004.+ The Russell 1000 Value Index is an unmanaged index that consists of those stocks in the Russell 1000 Index with less-than-average growth orientation.++ The Standard & Poor's (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.Index returns assume reinvestment of dividends and, unlike Fund returns, do not reflect any fees or expenses. It is not possible to invest directly into an index.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), redemption fees and account maintenance fees, which are not shown in this section. The following tables are intended to help you understand your ongoing expenses (in dollars) of investing in the Fund and to help you compare these expenses with the ongoing expenses of investing in other mutual funds. 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, 2007 to May 31, 2008).
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. An account maintenance fee of $6.25 per quarter for Class S shares may apply for certain accounts whose balances do not meet the applicable minimum initial investment. This fee is not included in these tables. If it was, the estimate of expenses paid for Class 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, 2008 |
Actual Fund Return | Class A | Class B | Class C | Class S | Institutional Class |
Beginning Account Value 12/1/07
| $ 1,000.00 | $ 1,000.00 | $ 1,000.00 | $ 1,000.00 | $ 1,000.00 |
Ending Account Value 5/31/08
| $ 1,041.80 | $ 1,037.50 | $ 1,037.70 | $ 1,043.70 | $ 1,044.10 |
Expenses Paid per $1,000*
| $ 5.31 | $ 9.58 | $ 9.17 | $ 3.68 | $ 3.02 |
Hypothetical 5% Fund Return | Class A | Class B | Class C | Class S | Institutional Class |
Beginning Account Value 12/1/07
| $ 1,000.00 | $ 1,000.00 | $ 1,000.00 | $ 1,000.00 | $ 1,000.00 |
Ending Account Value 5/31/08
| $ 1,019.80 | $ 1,015.60 | $ 1,016.00 | $ 1,021.40 | $ 1,022.05 |
Expenses Paid per $1,000*
| $ 5.25 | $ 9.47 | $ 9.07 | $ 3.64 | $ 2.98 |
* 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 the number of days in the most recent six-month period, then divided by 366.Annualized Expense Ratios | Class A | Class B | Class C | Class S | Institutional Class |
DWS Large Cap Value Fund
| 1.04% | 1.88% | 1.80% | .72% | .59% |
For more information, please refer to the Fund's prospectus.
Portfolio Management Review
In the following interview, the portfolio management team discusses the market environment and performance of DWS Large Cap Value Fund for the six-month period ended May 31, 2008.
The views expressed in the following discussion reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The management team's views are subject to change at any time based on market and other conditions and should not be construed as a recommendation. Past performance is no guarantee of future results.
Q: How would you describe the market environment over the last six months?
A: The six-month period from December 31, 2007 through May 31, 2008, was a period of considerable economic uncertainty and significant turmoil throughout the capital markets. In the last few months of 2007, after two decades of unprecedented leveraging of the US economy — the consumer and the housing markets in particular — the growth of easily available credit finally proved to be unsustainable. What began as a correction in the subprime housing market soon accelerated into the worst financial crisis in decades, with profound implications for the entire economy. By early 2008, financial markets had become quite risk-averse, as demonstrated by wider credit spreads, severe dislocation in short-term credit markets, overall tightening of financial conditions and a highly volatile equity market. As mid-year 2008 approached, US markets were faced with additional bad news, including capital and liquidity problems experienced by major financial institutions, increased concern about rising prices for energy and food, and rising unemployment.
Essentially all equity indices posted negative returns for this period. The Russell 3000® Index, which is generally regarded as a good indicator of the broad stock market, had a negative return of -3.63% for the six months ended May 2008.1 The large-cap Russell 1000® Index posted a return of -3.78% for the six-month period, while the small-cap Russell 2000® Index returned -1.87%.2 Growth stocks performed better than value stocks: the return of the Russell 3000® Growth Index was -2.37%, compared with -5.02% for the Russell 3000® Value Index.3 The only industry sectors within the Standard & Poor's 500® (S&P 500) Index with positive returns for this period were energy, materials and utilities; the weakest sectors were financials and health care.4
1 The Russell 3000 Index is an unmanaged index that measures the performance of the 3,000 largest US companies based on total market capitalization, which represents approximately 98% of the investable US equity market.2 The Russell 1000 Index is an unmanaged index that measures the performance of the 1,000 largest companies in the Russell 3000 Index, which represents approximately 92% of the total market capitalization of the Russell 3000 Index. The Russell 2000 Index is an unmanaged index that measures the performance of the 2,000 smallest companies in the Russell 3000 Index, which represents approximately 8% of the total market capitalization of the Russell 3000 Index.3 The Russell 3000 Growth Index is an unmanaged index that measures the performance of those Russell 3000 companies with higher price-to-book ratios and higher forecasted growth values, while the Russell 3000 Value Index is an unmanaged index that measures the performance of those Russell 3000 companies with lower price-to-book ratios and lower forecasted growth values.Q: How did the fund perform during this period?
A: For the six months ended May 31, 2008, DWS Large Cap Value Fund (Class A shares) posted a return of 4.18%. (Returns are unadjusted for sales charges. If sales charges had been included, returns would have been lower. Past performance is no guarantee of future results. Please see pages 4 through 9 for the performance of other share classes and more complete performance information.) This return was more than nine percentage points above that of the fund's benchmark, the Russell 1000® Value Index, which had a negative return of -5.35%.5 The average return of the fund's peer group of Lipper Large-Cap Value funds for the six-month period was -5.44%.6
4 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.Index returns assume reinvestment of dividends and, unlike fund returns, do not reflect any fees or expenses. It is not possible to invest directly in an index.5 The Russell 1000 Value Index is an unmanaged index that consists of those stocks in the Russell 1000 Index with lower price-to-book ratios and lower forecasted growth values. Index returns assume reinvestment of dividends and, unlike fund returns, do not reflect any fees or expenses. It is not possible to invest directly into an index.6 Lipper Large-Cap Value funds are funds that, by portfolio practice, invest at least 75% of their equity assets in companies with market capitalizations (on a three-year weighted basis) greater than 300% of the dollar-weighted median market capitalization of the middle 1,000 securities of the S&P SuperComposite 1500 Index. Large-cap value funds typically have a below-average price-to-earnings ratio, price-to-book ratio and three-year sales-per-share growth value, compared to the S&P 500 Index. Category returns assume reinvestment of dividends. It is not possible to invest directly into a Lipper category.Q: What are the major strategies used in managing the fund?
A: The fund seeks long-term capital appreciation, with current income as a secondary objective. In February 2007 a new management team assumed responsibility for the fund, and we have made substantial changes in the portfolio to improve diversification, increase the position in mid-cap stocks and increase the representation of companies based outside the US. By the beginning of the current fiscal year, which was December 1, 2007, we felt that the fund was now well positioned, and performance in recent months confirms the value of the changes we have made.
Under normal circumstances, the fund invests at least 80% of assets in common stocks and other equity securities of large US companies that are similar in size to the companies in the Russell 1000 Value Index (as of May 31, 2008, the Russell 1000 Value Index had a median market capitalization of $5.1 billion) and that we believe are undervalued. These are typically companies that have sound and viable business models, but are temporarily out of favor. Although the fund can invest in stocks of any economic sector, at times it may emphasize certain sectors. In fact, it may invest more than 25% of total assets in a single sector. Most positions represent between 1% and 2% of assets, and the largest as of May 31, 2008, is approximately 3%. The fund may invest up to 20% of total assets in foreign securities. Holdings of non-US companies have averaged approximately 10% of assets over the last six months.
We begin by screening for stocks whose price-to-earnings ratios are below the average for the S&P 500. We then compare a company's stock price to its book value, cash flow and yield, and analyze individual companies to identify those that are financially sound and appear to have strong potential for long-term growth. We assemble the fund's portfolio from among the most attractive stocks, drawing on an analysis of economic outlooks for various sectors and industries. We will normally sell a stock when we believe the stock's price is unlikely to go higher, its fundamental factors have changed, other investments offer better opportunities, or in the course of adjusting the emphasis on a given industry.
Q: What decisions contributed most to the fund's strong performance?
A: Approximately half of the fund's outperformance versus its benchmark can be attributed to asset allocation and half to stock selection. In terms of asset allocation, performance benefited from a significant overweight in energy, which performed very well, and an underweight in the financial sector, which was down sharply.7
7 "Overweight" means the fund holds a higher weighting in a given sector or security than the benchmark. "Underweight" means the fund holds a lower weighting.Within the energy sector, some of the positions that contributed most were Suncor Energy, Inc., an integrated energy company focused on developing Canada's oil sands, and Halliburton Co., an oil field services company. Other positive contributors include Noble Energy, Inc. and Devon Energy Corp., both of which are independent exploration and production companies.
When we analyze the decisions that had the greatest impact, we find that many of the most significant ones involved avoiding value traps which continued to perform poorly. The fund had a significant underweight relative to the benchmark in General Electric Co., which represented almost 5% of the market value of the benchmark. The stock dropped sharply on a disappointing earnings report and concerns about troubled loans in the company's large consumer finance unit. Also, we have continued to be successful in avoiding most of the worst-performing stocks in the financial sector such as Bear Stearns Co., Wachovia Bank and American International Group.
Performance benefited also from some defensive names in the consumer staples sector including CVS Caremark Corp. and General Mills, Inc. Other positives were positions in Dover Corp., a multinational manufacturing company, and Exelon Corp., a utility that is a leader in nuclear power production. We believe that good-quality utility companies such as Exelon stand to benefit from stable or rising demand for electricity in an industry that is capacity-constrained because there has been little investment in new facilities in the last decade. In addition, many of these stocks offer attractive dividend yields.
Q: What were some of the negatives?
A: Positions in large pharmaceutical companies including Merck & Co., Inc. and Pfizer, Inc. detracted from performance. These stocks are theoretically defensive issues because they produce essential products for which there usually is stable demand regardless of the cyclicality of the economy. However, the stocks have performed poorly because of disappointing studies for long-expected new drugs as well as problems with existing portfolio drugs. In addition, concerns about competitive pressures from generic drugs and the looming expiration of valuable patents over the next few years represent a structural drag on those stocks. However, also in the health care industry, performance benefited from a well-timed purchase of WellPoint, Inc., a health benefits company, after the stock dropped sharply.
Another negative was a position in PG&E Corp., a California utility. Nevertheless, we believe this company fits well with our theme of utilities as a defensive opportunity, and we continue to hold the stock.
Newspaper publisher Gannett Co., Inc. is another position in an industry group that has been out of favor for a long time. Although performance has been disappointing, we feel that the stock represents good value, as we believe that this well-managed industry leader will find ways to cope with the fall of the newspaper industry by exploring new revenue sources and therefore represents a good value opportunity. Upcoming events such as the Beijing 2008 Olympic Games and the US presidential elections could also be catalysts for an upside surprise in demand for newspaper advertising space.
Q: Do you have other comments for shareholders?
A: The strong performance of this value-oriented fund in a challenging market environment is particularly gratifying. We will continue to seek good quality names that are undervalued, and we stand ready to make dynamic adjustments to the fund's positioning to anticipate fundamental changes in the economy. The fund has appropriate representation in each industry sector, with further diversification and opportunity provided by exposure to international and mid-cap names. We believe that this positioning can prove to be rewarding for investors in the fund over the long term.
Portfolio Summary
Asset Allocation (As a % of Investment Portfolio excluding Securities Lending Collateral) | 5/31/08 | 11/30/07 |
| | |
Common Stocks | 95% | 91% |
Cash Equivalents | 5% | 9% |
| 100% | 100% |
Sector Diversification (As a % of Common Stocks) | 5/31/08 | 11/30/07 |
| | |
Energy | 30% | 24% |
Financials | 15% | 18% |
Utilities | 13% | 13% |
Consumer Staples | 10% | 9% |
Health Care | 8% | 9% |
Industrials | 7% | 7% |
Materials | 6% | 7% |
Telecommunication Services | 4% | 4% |
Consumer Discretionary | 4% | 3% |
Information Technology | 3% | 6% |
| 100% | 100% |
Asset allocation and sector diversification are subject to change.
Ten Largest Equity Holdings at May 31, 2008 (24.1% of Net Assets) |
1. Suncor Energy, Inc.
Integrated energy company
| 3.1% |
2. Halliburton Co.
Provider of oil well services
| 2.9% |
3. Noble Energy, Inc.
Independent oil and gas exploration and development company
| 2.8% |
4. Devon Energy Corp.
Explorer and producer of oil and gas
| 2.6% |
5. Exelon Corp.
Distributor of electricity and gas
| 2.5% |
6. AT&T, Inc.
Provider of communications services
| 2.4% |
7. CVS Caremark Corp.
Operator of a drug store chain
| 2.1% |
8. Noble Corp.
Provider of diversified services for the oil and gas industry
| 2.0% |
9. FirstEnergy Corp.
Operator of electric utility business
| 1.9% |
10. PG&E Corp.
Provider of electric and gas utilities
| 1.8% |
Portfolio holdings are subject to change.
For more complete details about the Fund's investment portfolio, see page 20. A quarterly Fact Sheet is available upon request. Information concerning portfolio holdings of the Fund as of month end will be posted to www.dws-investments.com on or after the last day of the following month. In addition, the Fund's top ten holdings and other information about the Fund is posted on www.dws-investments.com as of the calendar quarter-end on or after the 15th day following quarter-end. Please see the Account Management Resources section for contact information.
Following the Fund's fiscal first and third quarter-end, a complete portfolio holdings listing is filed with the SEC on Form N-Q. The form will be available on the SEC's Web site at www.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.
Investment Portfolio as of May 31, 2008 (Unaudited)
| Shares | Value ($) |
| |
Common Stocks 94.9% |
Consumer Discretionary 4.1% |
Distributors 1.0% |
Genuine Parts Co. | 404,436 | 17,799,228 |
Hotels Restaurants & Leisure 1.3% |
McDonald's Corp. | 411,035 | 24,382,596 |
Media 1.2% |
Gannett Co., Inc. (a) | 733,653 | 21,136,543 |
Specialty Retail 0.6% |
Office Depot, Inc.* | 864,714 | 10,981,868 |
Consumer Staples 9.0% |
Beverages 1.0% |
Dr. Pepper Snapple Group, Inc.* (a) | 698,431 | 17,586,493 |
Food & Staples Retailing 2.0% |
CVS Caremark Corp. | 872,021 | 37,313,779 |
Food Products 3.0% |
General Mills, Inc. | 476,697 | 30,127,250 |
Kraft Foods, Inc. "A" | 731,537 | 23,760,322 |
| 53,887,572 |
Tobacco 3.0% |
Altria Group, Inc. | 479,606 | 10,676,029 |
Philip Morris International, Inc.* | 479,606 | 25,256,052 |
Reynolds American, Inc. (a) | 329,525 | 18,097,513 |
| 54,029,594 |
Energy 28.4% |
Energy Equipment & Services 8.9% |
ENSCO International, Inc. | 349,829 | 25,128,217 |
Halliburton Co. (a) | 1,093,426 | 53,118,635 |
Noble Corp. | 584,918 | 36,931,723 |
Transocean, Inc.* | 156,397 | 23,489,265 |
Weatherford International Ltd.* (a) | 486,664 | 22,206,478 |
| 160,874,318 |
Oil, Gas & Consumable Fuels 19.5% |
Cameco Corp. | 602,337 | 24,665,700 |
Chevron Corp. | 205,596 | 20,384,843 |
ConocoPhillips | 172,056 | 16,018,414 |
Devon Energy Corp. | 407,154 | 47,205,435 |
ExxonMobil Corp. | 177,299 | 15,737,059 |
Hess Corp. (a) | 230,479 | 28,305,126 |
Marathon Oil Corp. | 533,256 | 27,404,026 |
Nexen, Inc. (a) | 665,506 | 25,602,016 |
Noble Energy, Inc. | 521,509 | 50,821,052 |
Occidental Petroleum Corp. | 339,488 | 31,209,132 |
Suncor Energy, Inc. (a) | 810,326 | 55,385,782 |
Talisman Energy, Inc. | 484,349 | 11,265,958 |
| 354,004,543 |
Financials 14.4% |
Capital Markets 0.5% |
Morgan Stanley | 182,988 | 8,093,559 |
Commercial Banks 4.8% |
BB&T Corp. (a) | 541,271 | 17,033,798 |
Canadian Imperial Bank of Commerce (a) | 317,712 | 22,303,383 |
Comerica, Inc. (a) | 447,896 | 16,652,773 |
Synovus Financial Corp. (a) | 1,402,821 | 16,118,413 |
Zions Bancorp. (a) | 341,939 | 14,734,152 |
| 86,842,519 |
Diversified Financial Services 0.4% |
The Nasdaq OMX Group, Inc.* | 228,560 | 8,006,457 |
Insurance 7.3% |
Alleghany Corp.* | 14,713 | 5,524,732 |
Allstate Corp. | 360,089 | 18,342,934 |
Chubb Corp. | 165,723 | 8,909,268 |
Cincinnati Financial Corp. | 251,425 | 8,804,903 |
Fidelity National Financial, Inc. "A" | 520,925 | 8,907,817 |
Genworth Financial, Inc. "A" | 826,271 | 18,260,589 |
Loews Corp. | 399,802 | 19,818,185 |
MetLife, Inc. | 420,099 | 25,218,543 |
Odyssey Re Holdings Corp. (a) | 242,359 | 9,098,157 |
Unum Group | 375,510 | 9,042,281 |
| 131,927,409 |
Thrifts & Mortgage Finance 1.4% |
Capitol Federal Financial (a) | 195,556 | 8,017,796 |
New York Community Bancorp, Inc. (a) | 469,849 | 9,641,302 |
People's United Financial, Inc. | 514,897 | 8,511,247 |
| 26,170,345 |
Health Care 7.9% |
Health Care Equipment & Supplies 1.0% |
Baxter International, Inc. | 289,910 | 17,713,501 |
Health Care Providers & Services 1.0% |
WellPoint, Inc.* | 326,933 | 18,249,400 |
Life Sciences Tools & Services 1.2% |
Thermo Fisher Scientific, Inc.* | 369,600 | 21,813,792 |
Pharmaceuticals 4.7% |
Abbott Laboratories | 328,172 | 18,492,492 |
Merck & Co., Inc. | 304,626 | 11,868,229 |
Pfizer, Inc. | 913,594 | 17,687,180 |
Teva Pharmaceutical Industries Ltd. (ADR) (a) | 366,700 | 16,769,191 |
Wyeth | 466,781 | 20,757,751 |
| 85,574,843 |
Industrials 6.2% |
Aerospace & Defense 3.2% |
Honeywell International, Inc. | 240,241 | 14,323,168 |
Raytheon Co. | 336,592 | 21,494,765 |
United Technologies Corp. | 314,862 | 22,367,797 |
| 58,185,730 |
Industrial Conglomerates 1.5% |
General Electric Co. | 889,990 | 27,340,493 |
Machinery 1.5% |
Dover Corp. | 499,299 | 27,002,090 |
Information Technology 2.8% |
Communications Equipment 1.3% |
Brocade Communications Systems, Inc.* | 3,043,734 | 24,532,496 |
Semiconductors & Semiconductor Equipment 1.5% |
Taiwan Semiconductor Manufacturing Co., Ltd. (ADR) | 2,340,935 | 26,803,706 |
Materials 5.7% |
Chemicals 4.4% |
Air Products & Chemicals, Inc. | 317,980 | 32,408,522 |
Dow Chemical Co. | 474,632 | 19,175,133 |
Praxair, Inc. | 296,740 | 28,208,104 |
| 79,791,759 |
Containers & Packaging 1.3% |
Sonoco Products Co. | 675,572 | 23,388,302 |
Telecommunication Services 4.2% |
Diversified Telecommunication Services 4.2% |
AT&T, Inc. | 1,111,211 | 44,337,319 |
BCE, Inc. (a) | 876,226 | 30,790,582 |
| 75,127,901 |
Utilities 12.2% |
Electric Utilities 10.4% |
Allegheny Energy, Inc. | 547,531 | 29,977,322 |
Duke Energy Corp. (a) | 1,194,093 | 22,066,839 |
Entergy Corp. | 207,140 | 25,016,298 |
Exelon Corp. | 515,607 | 45,373,416 |
FirstEnergy Corp. | 431,110 | 33,932,668 |
FPL Group, Inc. | 466,271 | 31,482,618 |
| 187,849,161 |
Multi-Utilities 1.8% |
PG&E Corp. | 839,860 | 33,250,057 |
Total Common Stocks (Cost $1,475,946,127) | 1,719,660,054 |
|
Securities Lending Collateral 11.8% |
Daily Assets Fund Institutional, 2.76% (b) (c) (Cost $214,891,045) | 214,891,045 | 214,891,045 |
|
Cash Equivalents 4.9% |
Cash Management QP Trust, 2.48% (b) (Cost $88,684,155) | 88,684,155 | 88,684,155 |
| % of Net Assets | Value ($) |
| |
Total Investment Portfolio (Cost $1,779,521,327)+ | 111.6 | 2,023,235,254 |
Other Assets and Liabilities, Net | (11.6) | (210,827,298) |
Net Assets | 100.0 | 1,812,407,956 |
* Non-income producing security.+ The cost for federal income tax purposes was $1,780,542,532. At May 31, 2008, net unrealized appreciation for all securities based on tax cost was $242,692,722. This consisted of aggregate gross unrealized appreciation for all securities in which there was an excess of value over tax cost of $290,910,020 and aggregate gross unrealized depreciation for all securities in which there was an excess of tax cost over value of $48,217,298.(a) All or a portion of these securities were on loan (see Notes to Financial Statements). The value of all securities loaned at May 31, 2008 amounted to $205,207,967 which is 11.3% 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.ADR: American Depositary Receipt
The following is a summary of the inputs used as of May 31, 2008 in valuing the Fund's assets carried at fair value:
Valuation Inputs | Investments in Securities at Value |
Level 1 — Quoted Prices
| $ 2,023,235,254 |
Level 2 — Other Significant Observable Inputs
| — |
Level 3 — Significant Unobservable Inputs
| — |
Total | $ 2,023,235,254 |
The accompanying notes are an integral part of the financial statements.
Financial Statements
Statement of Assets and Liabilities as of May 31, 2008 (Unaudited) |
Assets |
Investments:
Investments in securities, at value (cost $1,475,946,127) — including $205,207,967 of securities loaned | $ 1,719,660,054 |
Investment in Daily Assets Fund Institutional (cost $214,891,045)* | 214,891,045 |
Investment in Cash Management QP Trust (cost $88,684,155) | 88,684,155 |
Total investments, at value (cost $1,779,521,327)
| 2,023,235,254 |
Receivable for investments sold
| 28,619,069 |
Dividends receivable
| 2,624,367 |
Interest receivable
| 305,747 |
Receivable for Fund shares sold
| 3,337,269 |
Other assets
| 50,794 |
Total assets
| 2,058,172,500 |
Liabilities |
Foreign cash overdraft (cost $32,080)
| 31,928 |
Payable for investments purchased
| 23,704,044 |
Payable upon return of securities loaned
| 214,891,045 |
Payable for Fund shares redeemed
| 5,035,644 |
Accrued management fee
| 613,487 |
Other accrued expenses and payables
| 1,488,396 |
Total liabilities
| 245,764,544 |
Net assets, at value | $ 1,812,407,956 |
Net Assets Consist of |
Undistributed net investment income
| 3,900,594 |
Net unrealized appreciation (depreciation) on:
Investments | 243,713,927 |
Foreign currency | 152 |
Accumulated net realized gain (loss)
| 59,850,701 |
Paid-in capital
| 1,504,942,582 |
Net assets, at value | $ 1,812,407,956 |
* Represents collateral on securities loaned.Statement of Assets and Liabilities as of May 31, 2008 (Unaudited) (continued) |
Net Asset Value |
Class A Net Asset Value and redemption price(a) per share ($316,189,121 ÷ 15,019,865 shares of capital stock outstanding, $.01 par value, 320,000,000 shares authorized)
| $ 21.05 |
Maximum offering price per share (100 ÷ 94.25 of $21.05)
| $ 22.33 |
Class B Net Asset Value, offering and redemption price(a) (subject to contingent deferred sales charge) per share ($27,169,155 ÷ 1,288,506 shares of capital stock outstanding, $.01 par value, 320,000,000 shares authorized)
| $ 21.09 |
Class C Net Asset Value, offering and redemption price(a) (subject to contingent deferred sales charge) per share ($31,249,621 ÷ 1,483,602 shares of capital stock outstanding, $.01 par value, 80,000,000 shares authorized)
| $ 21.06 |
Class S Net Asset Value, offering and redemption price(a) per share ($1,373,091,531 ÷ 65,212,547 shares of capital stock outstanding, $.01 par value,150,000,000 shares authorized)
| $ 21.06 |
Institutional Class Net Asset Value, offering and redemption price(a) per share ($64,708,528 ÷ 3,066,792 shares of capital stock outstanding, $.01 par value, 80,000,000 shares authorized)
| $ 21.10 |
(a) Redemption price per share for shares held less than 15 days is equal to net asset value less a 2% redemption fee.The accompanying notes are an integral part of the financial statements.
Statement of Operations for the six months ended May 31, 2008 (Unaudited) |
Investment Income |
Income:
Dividends (net of foreign taxes withheld of $27,171)
| $ 15,538,498 |
Interest
| 9,748 |
Interest — Cash Management QP Trust
| 2,362,388 |
Securities lending income, including income from Daily Assets Fund Institutional, net of borrower rebates
| 340,892 |
Total Income
| 18,251,526 |
Expenses:
Management fee
| 3,655,679 |
Administration fee
| 867,045 |
Services to shareholders
| 1,380,101 |
Custodian fee
| 21,265 |
Distribution and service fees
| 638,329 |
Professional fees
| 82,599 |
Directors' fees and expenses
| 117,459 |
Reports to shareholders and shareholder meeting
| 399,207 |
Registration fees
| 28,266 |
Other
| 48,010 |
Total expenses before expense reductions
| 7,237,960 |
Expense reductions
| (90,520) |
Total expenses after expense reductions
| 7,147,440 |
Net investment income (loss) | 11,104,086 |
Realized and Unrealized Gain (Loss) |
Net realized gain (loss) from:
Investments
| 62,742,273 |
Foreign currency
| (132,921) |
Payments by affiliates (see Note G)
| 69,957 |
| 62,679,309 |
Change in net unrealized appreciation (depreciation) on:
Investments
| (892,237) |
Foreign currency
| 341 |
| (891,896) |
Net gain (loss) | 61,787,413 |
Net increase (decrease) in net assets resulting from operations | $ 72,891,499 |
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, 2008 (Unaudited) | Year Ended November 30, 2007 |
Operations:
Net investment income (loss)
| $ 11,104,086 | $ 26,844,363 |
Net realized gain (loss)
| 62,679,309 | 310,768,489 |
Change in net unrealized appreciation (depreciation)
| (891,896) | (127,486,702) |
Net increase (decrease) in net assets resulting from operations
| 72,891,499 | 210,126,150 |
Distributions to shareholders from:
Net investment income:
Class A | (2,075,812) | (5,115,752) |
Class B | (86,774) | (217,487) |
Class C | (107,585) | (262,383) |
Class S | (11,780,905) | (25,807,324) |
Institutional Class | (563,795) | (1,055,646) |
Net realized gains:
Class A | (51,573,883) | (31,879,304) |
Class B | (5,012,420) | (3,230,230) |
Class C | (5,465,257) | (3,101,069) |
Class S | (238,215,746) | (126,415,439) |
Institutional Class | (10,746,931) | (4,667,708) |
Total distributions
| (325,629,108) | (201,752,342) |
Fund share transactions:
Proceeds from shares sold
| 106,188,899 | 101,676,976 |
Reinvestment of distributions
| 305,486,781 | 189,105,276 |
Cost of shares redeemed
| (162,976,833) | (410,331,900) |
Redemption fees
| 137,795 | 4,005 |
Net increase (decrease) in net assets from Fund share transactions
| 248,836,642 | (119,545,643) |
Increase (decrease) in net assets | (3,900,967) | (111,171,835) |
Net assets at beginning of period
| 1,816,308,923 | 1,927,480,758 |
Net assets at end of period (including undistributed net investment income of $3,900,594 and $7,411,379, respectively)
| $ 1,812,407,956 | $ 1,816,308,923 |
The accompanying notes are an integral part of the financial statements.
Financial Highlights
Class A Years Ended November 30, | 2008a | 2007 | 2006 | 2005 | 2004 | 2003 |
Selected Per Share Data |
Net asset value, beginning of period | $ 24.51 | $ 24.40 | $ 22.87 | $ 22.15 | $ 19.93 | $ 17.09 |
Income (loss) from investment operations: Net investment income (loss)b | .11 | .28 | .38e | .34 | .30 | .25 |
Net realized and unrealized gain (loss) | .75 | 2.34 | 2.63 | .79 | 2.16 | 2.81 |
Total from investment operations | .86 | 2.62 | 3.01 | 1.13 | 2.46 | 3.06 |
Less distributions from: Net investment income | (.16) | (.36) | (.33) | (.41) | (.24) | (.22) |
Net realized gains | (4.16) | (2.15) | (1.15) | — | — | — |
Total distributions | (4.32) | (2.51) | (1.48) | (.41) | (.24) | (.22) |
Redemption fees
| .00*** | .00*** | .00*** | .00*** | — | — |
Net asset value, end of period | $ 21.05 | $ 24.51 | $ 24.40 | $ 22.87 | $ 22.15 | $ 19.93 |
Total Return (%)c
| 4.18** | 11.65d | 13.98e | 5.21d | 12.34d | 18.16d |
Ratios to Average Net Assets and Supplemental Data |
Net assets, end of period ($ millions)
| 316 | 300 | 363 | 364 | 283 | 152 |
Ratio of expenses before expense reductions (%)
| 1.04* | 1.00 | 1.02 | 1.06 | 1.32 | 1.30 |
Ratio of expenses after expense reductions (%)
| 1.04* | .99 | 1.02 | 1.05 | 1.21 | 1.29 |
Ratio of net investment income (loss) (%)
| 1.07* | 1.21 | 1.65e | 1.52 | 1.39 | 1.41 |
Portfolio turnover rate (%)
| 59** | 86 | 76 | 56 | 39 | 69 |
a For the six months ended May 31, 2008 (Unaudited).
b Based on average shares outstanding during the period.
c Total return does not reflect the effect of any sales charge.
d Total return would have been lower had certain expenses not been reduced.
e Includes non-recurring income from the Advisor recorded as a result of an administrative proceeding regarding disclosure of brokerage allocation practices in connection with sales of DWS Funds. The non-recurring income resulted in an increase in net investment income of $0.033 per share and an increase in the ratio of net investment income of 0.14%. Excluding this non-recurring income, total return would have been 0.14% lower.
* Annualized
** Not annualized
*** Amount is less than $.005.
|
Class B Years Ended November 30, | 2008a | 2007 | 2006 | 2005 | 2004 | 2003 |
Selected Per Share Data |
Net asset value, beginning of period | $ 24.54 | $ 24.41 | $ 22.88 | $ 22.14 | $ 19.91 | $ 17.07 |
Income (loss) from investment operations: Net investment income (loss)b | .02 | .09 | .18e | .14 | .14 | .11 |
Net realized and unrealized gain (loss) | .76 | 2.34 | 2.64 | .82 | 2.15 | 2.81 |
Total from investment operations | .78 | 2.43 | 2.82 | .96 | 2.29 | 2.92 |
Less distributions from: Net investment income | (.07) | (.15) | (.14) | (.22) | (.06) | (.08) |
Net realized gains | (4.16) | (2.15) | (1.15) | — | — | — |
Total distributions | (4.23) | (2.30) | (1.29) | (.22) | (.06) | (.08) |
Redemption fees
| .00*** | .00*** | .00*** | .00*** | — | — |
Net asset value, end of period | $ 21.09 | $ 24.54 | $ 24.41 | $ 22.88 | $ 22.14 | $ 19.91 |
Total Return (%)c
| 3.75** | 10.74d | 13.04e | 4.30d | 11.51d | 17.20d |
Ratios to Average Net Assets and Supplemental Data |
Net assets, end of period ($ millions)
| 27 | 30 | 37 | 48 | 50 | 50 |
Ratio of expenses before expense reductions (%)
| 1.88* | 1.83 | 1.89 | 1.98 | 2.21 | 2.16 |
Ratio of expenses after expense reductions (%)
| 1.88* | 1.82 | 1.89 | 1.90 | 1.96 | 2.11 |
Ratio of net investment income (loss) (%)
| .23* | .38 | .78e | .67 | .64 | .59 |
Portfolio turnover rate (%)
| 59** | 86 | 76 | 56 | 39 | 69 |
a For the six months ended May 31, 2008 (Unaudited).
b Based on average shares outstanding during the period.
c Total return does not reflect the effect of any sales charge.
d Total return would have been lower had certain expenses not been reduced.
e Includes non-recurring income from the Advisor recorded as a result of an administrative proceeding regarding disclosure of brokerage allocation practices in connection with sales of DWS Funds. The non-recurring income resulted in an increase in net investment income of $0.033 per share and an increase in the ratio of net investment income of 0.14%. Excluding this non-recurring income, total return would have been 0.15% lower.
* Annualized
** Not annualized
*** Amount is less than $.005.
|
Class C Years Ended November 30, | 2008a | 2007 | 2006 | 2005 | 2004 | 2003 |
Selected Per Share Data |
Net asset value, beginning of period | $ 24.52 | $ 24.40 | $ 22.86 | $ 22.13 | $ 19.91 | $ 17.07 |
Income (loss) from investment operations: Net investment income (loss)b | .03 | .11 | .21e | .17 | .14 | .11 |
Net realized and unrealized gain (loss) | .75 | 2.34 | 2.64 | .79 | 2.15 | 2.82 |
Total from investment operations | .78 | 2.45 | 2.85 | .96 | 2.29 | 2.93 |
Less distributions from: Net investment income | (.08) | (.18) | (.16) | (.23) | (.07) | (.09) |
Net realized gains | (4.16) | (2.15) | (1.15) | — | — | — |
Total distributions | (4.24) | (2.33) | (1.31) | (.23) | (.07) | (.09) |
Redemption fees
| .00*** | .00*** | .00*** | .00*** | — | — |
Net asset value, end of period | $ 21.06 | $ 24.52 | $ 24.40 | $ 22.86 | $ 22.13 | $ 19.91 |
Total Return (%)c
| 3.77** | 10.86d | 13.16e | 4.38 | 11.51d | 17.23d |
Ratios to Average Net Assets and Supplemental Data |
Net assets, end of period ($ millions)
| 31 | 32 | 36 | 42 | 38 | 21 |
Ratio of expenses before expense reductions (%)
| 1.80* | 1.74 | 1.75 | 1.81 | 2.08 | 2.09 |
Ratio of expenses after expense reductions (%)
| 1.80* | 1.73 | 1.75 | 1.81 | 1.96 | 2.07 |
Ratio of net investment income (loss) (%)
| .31* | .47 | .93e | .76 | .64 | .63 |
Portfolio turnover rate (%)
| 59** | 86 | 76 | 56 | 39 | 69 |
a For the six months ended May 31, 2008 (Unaudited).
b Based on average shares outstanding during the period.
c Total return does not reflect the effect of any sales charge.
d Total return would have been lower had certain expenses not been reduced.
e Includes non-recurring income from the Advisor recorded as a result of an administrative proceeding regarding disclosure of brokerage allocation practices in connection with sales of DWS Funds. The non-recurring income resulted in an increase in net investment income of $0.033 per share and an increase in the ratio of net investment income of 0.14%. Excluding this non-recurring income, total return would have been 0.15% lower.
* Annualized
** Not annualized
*** Amount is less than $.005.
|
Class S Years Ended November 30, | 2008a | 2007 | 2006 | 2005b |
Selected Per Share Data |
Net asset value, beginning of period | $ 24.52 | $ 24.40 | $ 22.88 | $ 22.21 |
Income (loss) from investment operations: Net investment income (loss)c | .14 | .36 | .45e | .40 |
Net realized and unrealized gain (loss) | .76 | 2.35 | 2.63 | .55 |
Total from investment operations | .90 | 2.71 | 3.08 | .95 |
Less distributions from: Net investment income | (.20) | (.44) | (.41) | (.28) |
Net realized gains | (4.16) | (2.15) | (1.15) | — |
Total distributions | (4.36) | (2.59) | (1.56) | (.28) |
Redemption fees
| .00*** | .00*** | .00*** | .00*** |
Net asset value, end of period | $ 21.06 | $ 24.52 | $ 24.40 | $ 22.88 |
Total Return (%)
| 4.37** | 12.06d | 14.33e | 4.33** |
Ratios to Average Net Assets and Supplemental Data |
Net assets, end of period ($ millions)
| 1,373 | 1,394 | 1,438 | 1,483 |
Ratio of expenses before expense reductions (%)
| .72* | .67 | .71 | .68* |
Ratio of expenses after expense reductions (%)
| .72* | .66 | .71 | .68* |
Ratio of net investment income (loss) (%)
| 1.39* | 1.54 | 1.96e | 1.89* |
Portfolio turnover rate (%)
| 59** | 86 | .76 | 56 |
a For the six months ended May 31, 2008 (Unaudited).
b For the period from December 20, 2004 (commencement of operations of Class S shares) to November 30, 2005.
c Based on average shares outstanding during the period.
d Total return would have been lower had certain expenses not been reduced.
e Includes non-recurring income from the Advisor recorded as a result of an administrative proceeding regarding disclosure of brokerage allocation practices in connection with sales of DWS Funds. The non-recurring income resulted in an increase in net investment income of $0.033 per share and an increase in the ratio of net investment income of 0.14%. Excluding this non-recurring income, total return would have been 0.15% lower.
* Annualized
** Not annualized
*** Amount is less than $.005.
|
Institutional Class Years Ended November 30, | 2008a | 2007 | 2006 | 2005 | 2004 | 2003 |
Selected Per Share Data |
Net asset value, beginning of period | $ 24.56 | $ 24.44 | $ 22.91 | $ 22.19 | $ 19.98 | $ 17.13 |
Income (loss) from investment operations: Net investment income (loss)b | .15 | .38 | .46d | .42 | .37 | .32 |
Net realized and unrealized gain (loss) | .76 | 2.35 | 2.64 | .79 | 2.17 | 2.83 |
Total from investment operations | .91 | 2.73 | 3.10 | 1.21 | 2.54 | 3.15 |
Less distributions from: Net investment income | (.21) | (.46) | (.42) | (.49) | (.33) | (.30) |
Net realized gains | (4.16) | (2.15) | (1.15) | — | — | — |
Total distributions | (4.37) | (2.61) | (1.57) | (.49) | (.33) | (.30) |
Redemption fees
| .00*** | .00*** | .00*** | .00*** | — | — |
Net asset value, end of period | $ 21.10 | $ 24.56 | $ 24.44 | $ 22.91 | $ 22.19 | $ 19.98 |
Total Return (%)
| 4.41** | 12.13c | 14.45c,d | 5.64c | 12.65c | 18.73 |
Ratios to Average Net Assets and Supplemental Data |
Net assets, end of period ($ millions)
| 65 | 61 | 53 | 35 | 8 | 13 |
Ratio of expenses before expense reductions (%)
| .59* | .58 | .66 | .68 | .94 | .87 |
Ratio of expenses after expense reductions (%)
| .59* | .57 | .64 | .66 | .86 | .87 |
Ratio of net investment income (loss) (%)
| 1.52* | 1.63 | 2.03d | 1.91 | 1.74 | 1.83 |
Portfolio turnover rate (%)
| 59** | 86 | 76 | 56 | 39 | 69 |
a For the six months ended May 31, 2008 (Unaudited).
b Based on average shares outstanding during the period.
c Total return would have been lower had certain expenses not been reduced.
d Includes non-recurring income from the Advisor recorded as a result of an administrative proceeding regarding disclosure of brokerage allocation practices in connection with sales of DWS Funds. The non-recurring income resulted in an increase in net investment income of $0.033 per share and an increase in the ratio of net investment income of 0.14%. Excluding this non-recurring income, total return would have been 0.14% lower.
* Annualized
** Not annualized
*** Amount is less than $.005.
|
Notes to Financial Statements (Unaudited)
A. Significant Accounting Policies
DWS Large Cap Value 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 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 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. 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 and 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 convert into another class. Institutional Class shares are offered to a limited group of investors, are not subject to initial or contingent deferred sales charges and have lower ongoing expenses than other classes. Class S shares are not subject to initial or contingent deferred sales charges and are generally not available to new investors except under certain circumstances.
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. Equity securities are valued at the most recent sale price or official closing price reported on the exchange (US or foreign) or over-the-counter market on which the security is traded most extensively. 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.
Money market instruments purchased with an original or remaining maturity of sixty days or less, maturing at par, are valued at amortized cost. Investments in open-end investment companies and Cash Management QP Trust are valued at their net asset value each business day.
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 Directors. The Fund may use a fair valuation model to value 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.
The Fund adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157, Fair Value Measurements ("FAS 157"), effective December 1, 2007, which governs the application of generally accepted accounting principles that require fair value measurements of the Fund's assets and liabilities. Fair value is an estimate of the price the Fund would receive upon selling a security in a timely transaction to an independent buyer in the principal or most advantageous market of the security. FAS 157 established a three-tier hierarchy to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, for example, the risk inherent in a particular valuation technique used to measure fair value including such a pricing model and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.
Various inputs are used in determining the value of the Fund's investments. These inputs are summarized in the three broad levels as follows:
• Level 1 — quoted prices in active markets for identical securities
• Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)
• Level 3 — significant unobservable inputs (including the Fund's own assumptions in determining the fair value of investments)
For Level 1 inputs, the Fund uses unadjusted quoted prices in active markets for assets or liabilities with sufficient frequency and volume to provide pricing information as the most reliable evidence of fair value. The Fund's Level 2 valuation techniques include inputs other than quoted prices within Level 1 that are observable for an asset or liability, either directly or indirectly. Level 2 observable inputs may include quoted prices for similar assets and liabilities in active markets or quoted prices for identical or similar assets or liabilities in markets that are not active in which there are few transactions, the prices are not current, or price quotations vary substantially over time or among market participants. Inputs that are observable for the asset or liability in Level 2 include such factors as interest rates, yield curves, prepayment speeds, credit risk, and default rates for similar liabilities. For Level 3 valuation techniques, the Fund uses unobservable inputs that reflect assumptions market participants would be expected to use in pricing the asset or liability. Unobservable inputs are used to measure fair value to the extent that observable inputs are not available and are developed based on the best information available under the circumstances. In developing unobservable inputs, market participant assumptions are used if they are reasonably available without undue cost and effort.
The Fund may record changes to valuations based on the amount that might reasonably be expected to receive for a security upon its current sale consistent with the fair value measurement objective. Each determination is based on a consideration of all relevant factors, which are likely to vary from one pricing context to another. Examples of such factors may include, but are not limited to the type 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 issue 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 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. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value determined upon sale of those investments.
Foreign Currency Translations. The books and records of the Fund are maintained in US dollars. Investment securities and other assets and liabilities denominated in a foreign currency are translated into US dollars at the prevailing exchange rates at period end. Purchases and sales of investment securities, income and expenses are translated into US 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 disposition of forward foreign currency exchange contracts and foreign currencies, and the difference between the amount of net investment income accrued and the US 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. The Fund may lend securities to financial institutions. The Fund retains beneficial ownership of the securities it has loaned and continues to receive interest and dividends paid by the issuer of 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 liquid, unencumbered assets having a value at least equal to the value of the securities loaned. 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 the lending agent. Either the Fund or the borrower may terminate the loan. The Fund is subject to all investment risks associated with the value of any cash collateral received, including, but not limited to, interest rate, credit and liquidity risk associated with such investments.
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.
The Fund has reviewed the tax positions for the open tax years as of November 30, 2007 and has determined that no provision for income tax is required in the Fund's financial statements. The Fund's federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service.
Distribution of Income and Gains. Net investment income of the Fund, if any, is 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 timing and characterization of certain income and capital gains 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 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.
Redemption Fees. The Fund imposes a redemption fee of 2% of the total redemption amount on all Fund shares redeemed or exchanged within 15 days of buying them, either by purchase or exchange. This fee is assessed and retained by the Fund for the benefit of the remaining shareholders. The redemption fee is accounted for as an addition to paid-in capital.
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.
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. Certain dividends from foreign securities may be recorded subsequent to the ex-dividend date as soon as the Fund is informed of such dividends. Realized gains and losses from investment transactions are recorded on an identified cost basis.
B. Purchases and Sales of Securities
During the six months ended May 31, 2008, purchases and sales of investment securities (excluding short-term investments) aggregated $956,359,757 and $949,064,788, respectively.
C. 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 or delegates such responsibilities to the Fund's subadvisor.
Pursuant to a written contract, Deutsche Asset Management International GmbH ("DeAMi"), an affiliate of the Advisor, serves as subadvisor with respect to investment and reinvestment of assets of the Fund. The Advisor compensates DeAMi out of the management fee it receives from the Fund.
Under 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 $1.5 billion of the Fund's average daily net assets
| .425% |
Next $500 million of such net assets
| .400% |
Next $1 billion of such net assets
| .375% |
Next $1 billion of such net assets
| .350% |
Next $1 billion of such net assets
| .325% |
Over $5 billion of such net assets
| .300% |
Accordingly, for the six months ended May 31, 2008, the fee pursuant to the Investment Management Agreement was equivalent to an annualized effective rate of 0.42% of the Fund's average daily net assets.
For the period from December 1, 2007 through March 31, 2008, the Advisor had contractually agreed to waive all or a portion of its management fee and reimburse or pay certain operating expenses of the Fund (excluding certain expenses such as extraordinary expenses, taxes, brokerage and interest) to the extent necessary to maintain the operating expenses of each class as follows:
Class A
| 1.14% |
Class B
| 1.89% |
Class C
| 1.89% |
Class S
| .80% |
Institutional Class
| .65% |
Administration Fee. Pursuant to an Administrative Services Agreement, DIMA provides most administrative services to the Fund. For all services provided under the Administrative Services Agreement, the Fund pays the Advisor an annual fee ("Administration Fee") of 0.10% of the Fund's average daily net assets, computed and accrued daily and payable monthly. For the six months ended May 31, 2008, the Advisor received an Administration Fee of $867,045, of which $152,348 is unpaid.
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, 2008, the amounts charged to the Fund by DISC were as follows:
Services to Shareholders | Total Aggregated | Unpaid at May 31, 2008 |
Class A
| $ 198,254 | $ 147,588 |
Class B
| 36,938 | 26,937 |
Class C
| 28,471 | 20,064 |
Class S
| 723,794 | 499,106 |
Institutional Class
| 557 | 440 |
| $ 988,014 | $ 694,135 |
Distribution and Service Fees. Under the Fund's Class B and Class C 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. In accordance with the Fund's Underwriting and Distribution Services Agreement, DIDI enters into related selling group agreements with various firms at various rates for sales of Class B and C shares. For the six months ended May 31, 2008 the Distribution Fee was as follows:
Distribution Fee | Total Aggregated | Unpaid at May 31, 2008 |
Class B
| $ 102,548 | $ 17,476 |
Class C
| 112,387 | 19,528 |
| $ 214,935 | $ 37,004 |
In addition, DIDI provides information and administrative services for a fee ("Service Fee") to Class A, B and C 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, 2008, the Service Fee was as follows:
Service Fee | Total Aggregated | Unpaid at May 31, 2008 | Annualized Effective Rate |
Class A
| $ 352,586 | $ 122,000 | .24% |
Class B
| 33,589 | 10,230 | .25% |
Class C
| 37,219 | 10,472 | .25% |
| $ 423,394 | $ 142,702 | |
Underwriting Agreement and Contingent Deferred Sales Charge. DIDI is the principal underwriter for the Fund. Underwriting commissions paid in connection with the distribution of Class A shares for the six months ended May 31, 2008 aggregated $11,460.
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, 2008 the CDSC for Class B and C shares aggregated $18,480 and $134, respectively. A deferred sales charge of up to 1% is assessed on certain redemptions of 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, 2008, the amount charged to the Fund by DIMA included in the Statement of Operations under "reports to shareholders and shareholder meeting" aggregated $11,331, of which $6,646 is unpaid.
Directors' Fees and Expenses. The Fund paid each Director not affiliated with the Advisor retainer fees plus specified amounts for various committee services and for the Board Chairperson.
In connection with the board consolidation on April 1, 2008, of the two DWS Funds Boards of Directors, certain Independent Board Members retired prior to their normal retirement date, and received a one-time retirement benefit. DIMA has agreed to reimburse the Funds for the cost of this benefit. During the period ended May 31, 2008, the Fund paid its allocated portion of the retirement benefit of $83,420 to the non-continuing Independent Board Members, and the Fund was reimbursed by DIMA for this payment.
Cash Management QP Trust. Pursuant to an Exemptive Order issued by the SEC, the Fund may invest in the Cash Management QP Trust (the ``QP Trust'') and other affiliated funds managed by the Advisor. The QP Trust seeks to provide as high a level of current income as is consistent with the preservation of capital and the maintenance of liquidity. The QP Trust does not pay the Advisor a management fee for the affiliated funds' investments in the QP Trust.
D. Fee Reductions
The Fund has entered into an arrangement with its custodian and transfer agent whereby credits realized as a result of uninvested cash balances are used to reduce a portion of the Fund's custodian expenses. During the six months ended May 31, 2008, the Fund's custodian fee was reduced by $442 and $6,658 for custody and transfer agent credits earned.
E. Line of Credit
The Fund and other affiliated funds (the "Participants") share in a $490 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 the Federal Funds Rate plus 0.35 percent. The Fund may borrow up to a maximum of 33 percent of its net assets under the agreement.
F. Share Transactions
The following table summarizes share and dollar activity in the Fund:
| Six Months Ended May 31, 2008 | Year Ended November 30, 2007 |
| Shares | Dollars | Shares | Dollars |
Shares sold |
Class A
| 2,441,010 | $ 49,854,440 | 2,167,471 | $ 50,835,604 |
Class B
| 119,947 | 2,453,532 | 89,076 | 2,088,004 |
Class C
| 208,597 | 4,267,267 | 139,666 | 3,260,838 |
Class S
| 1,791,439 | 36,454,828 | 1,767,214 | 41,611,393 |
Institutional Class
| 616,069 | 13,158,832 | 163,302 | 3,881,137 |
| | $ 106,188,899 | | $ 101,676,976 |
Shares issued to shareholders in reinvestment of distributions |
Class A
| 2,461,017 | $ 50,852,001 | 1,522,303 | $ 34,820,690 |
Class B
| 228,586 | 4,743,739 | 140,746 | 3,220,134 |
Class C
| 218,349 | 4,524,399 | 118,425 | 2,709,414 |
Class S
| 11,337,065 | 234,096,955 | 6,232,765 | 142,652,883 |
Institutional Class
| 545,073 | 11,269,687 | 248,630 | 5,702,155 |
| | $ 305,486,781 | | $ 189,105,276 |
Shares redeemed |
Class A
| (2,111,094) | $ (42,770,387) | (6,353,433) | $ (148,916,231) |
Class B
| (278,490) | (5,711,367) | (545,734) | (12,805,237) |
Class C
| (245,982) | (5,098,074) | (410,808) | (9,680,257) |
Class S
| (4,744,575) | (97,497,815) | (10,100,265) | (236,662,206) |
Institutional Class
| (584,530) | (11,899,190) | (95,538) | (2,267,969) |
| | $ (162,976,833) | | $ (410,331,900) |
Redemption fees | | $ 137,795 | | $ 4,005 |
Net increase (decrease) |
Class A
| 2,790,933 | $ 57,937,246 | (2,663,659) | $ (63,258,112) |
Class B
| 70,043 | 1,485,960 | (315,912) | (7,496,165) |
Class C
| 180,964 | 3,827,494 | (152,717) | (3,709,874) |
Class S
| 8,383,929 | 173,056,613 | (2,100,286) | (52,396,835) |
Institutional Class
| 576,612 | 12,529,329 | 316,394 | 7,315,343 |
| | $ 248,836,642 | | $ (119,545,643) |
G. Payments Made by Affiliates
During the six months ended May 31, 2008, the Advisor fully reimbursed the Fund $69,957 for losses incurred on trades executed incorrectly. The amount of the loss was less than 0.01% of the Fund's average net assets thus having no impact on the Fund's total return.
Shareholder Meeting Results
The Special Meeting of Shareholders of DWS Large Cap Value Fund (the "Fund") was held on March 31, 2008 at the offices of Deutsche Asset Management, 345 Park Avenue, New York, NY 10154. The following matters were voted upon by the shareholders of said Fund (the resulting votes are presented below):
1. Election of the Board of Trustees.
| Number of Votes: |
Trustee | For | Withheld |
John W. Ballantine
| 49,182,713.2421 | 2,712,656.1253 |
Henry P. Becton, Jr.
| 49,119,924.9796 | 2,775,444.3878 |
Dawn-Marie Driscoll
| 49,129.570.6666 | 2,765,798.7008 |
Keith R. Fox
| 49,130,626.0418 | 2,764,743.3256 |
Paul K. Freeman
| 49,154,391.0328 | 2,740,978.3346 |
Kenneth C. Froewiss
| 49,155,345.5137 | 2,740,023.8537 |
Richard J. Herring
| 49,166,416.6405 | 2,728,952.7269 |
William McClayton
| 49,151,968.0115 | 2,743,401.3559 |
Rebecca W. Rimel
| 49,139,719.7813 | 2,755,649.5861 |
William N. Searcy, Jr.
| 49,127,552.5229 | 2,767,816.8445 |
Jean Gleason Stromberg
| 49,139,305.2808 | 2,756,064.0866 |
Robert H. Wadsworth
| 49,132,607.8871 | 2,762,761.4803 |
Axel Schwarzer
| 49,130,644.4881 | 2,764,724.8793 |
2-B. Approval of a Subadvisor Approval Policy.
Number of Votes: |
For | Against | Abstain |
41,250,609.9700 | 2,636,040.1259 | 2,906,904.2715 |
3. Approval of a Revised Fundamental Investment Policy regarding Commodities.
Number of Votes: |
For | Against | Abstain |
40,383,204.7375 | 3,399,254.3630 | 3,010,415.2688 |
The meeting was reconvened on May 1, 2008, at which time the following matter was not approved by shareholders because the matter failed to receive sufficient shareholder votes:
4-C. Approval of Articles of Amendment and Restatement.
Number of Votes: |
For | Against | Abstain |
43,501,071.1440 | 2,981,674.8260 | 3,447,959.0735 |
Summary of Management Fee Evaluation by Independent Fee Consultant
October 26, 2007
Pursuant to an Order entered into by Deutsche Investment Management Americas and affiliates (collectively, "DeAM") with the Attorney General of New York, I, Thomas H. Mack, have been appointed the Independent Fee Consultant for the DWS Scudder Funds. My duties include preparing an annual written evaluation of the management fees DeAM charges the Funds, considering among other factors the management fees charged by other mutual fund companies for like services, management fees DeAM charges other clients for like services, DeAM's costs of supplying services under the management agreements and related profit margins, possible economies of scale if a Fund grows larger, and the nature and quality of DeAM's services, including fund performance. This report summarizes my evaluation for 2007, including my qualifications, the evaluation process for each of the DWS Scudder Funds, consideration of certain complex-level factors, and my conclusions.
Qualifications
For more than 30 years I have served in various professional capacities within the investment management business. I have held investment analysis and advisory positions, including securities analyst, portfolio strategist and director of investment policy with a large investment firm. I have also performed business management functions, including business development, financial management and marketing research and analysis.
Since 1991, I have been an independent consultant within the asset management industry. I have provided services to over 125 client organizations, including investment managers, mutual fund boards, product distributors and related organizations. Over the past several years I have completed a number of assignments for mutual fund boards, specifically including assisting boards with management contract renewal.
I hold a Master of Business Administration degree, with highest honors, from Harvard University; and Master of Science and Bachelor of Science (highest honors) degrees from the University of California at Berkeley. I am an independent director and audit committee financial expert for two closed-end mutual funds, serve on the board of directors of a private market research company, and have served in various leadership and financial oversight capacities with non-profit organizations.
Evaluation of Fees for each DWS Scudder Fund
My work focused primarily on evaluating, fund-by-fund, the fees charged to each of the 136 Fund portfolios in the DWS Scudder Fund family. For each Fund, I considered each of the key factors mentioned above, as well as any other relevant information. In doing so I worked closely with the Funds' Independent Directors in their annual contract renewal process, as well as in their approval of contracts for several new funds (documented separately).
In evaluating each Fund's fees, I reviewed comprehensive materials provided by or on behalf of DeAM, including expense information prepared by Lipper Analytical, comparative performance information, profitability data, manager histories, and other materials. I also accessed certain additional information from the Lipper, Strategic Insight, and Morningstar databases and drew on my industry knowledge and experience.
To facilitate evaluating this considerable body of information, I prepared for each Fund a document summarizing the key data elements in each area as well as additional analytics discussed below. This made it possible to consider each key data element in the context of the others.
In the course of contract renewal, DeAM agreed to implement a number of fee and expense adjustments requested by the Independent Directors which will favorably impact future fees and expenses, and my evaluation includes the effects of these changes.
Fees and Expenses Compared with Other Funds
The competitive fee and expense evaluation for each fund focused on two primary comparisons:
The Fund's contractual management fee (the advisory fee plus the administration fee where applicable) compared with those of a group of typically 12-15 funds in the same Lipper investment category (e.g. Large Capitalization Growth) having similar distribution arrangements and being of similar size.
The Fund's total expenses compared with a broader universe of funds from the same Lipper investment category and having similar distribution arrangements.
These two comparisons provide a view of not only the level of the fee compared with funds of similar scale but also the total expense the Fund bears for all the services it receives, in comparison with the investment choices available in the Fund's investment category and distribution channel. The principal figure-of-merit used in these comparisons was the subject Fund's percentile ranking against peers.
DeAM's Fees for Similar Services to Others
DeAM provided management fee schedules for all of its US domiciled fund and non-fund investment management accounts in any of the investment categories where there is a DWS Scudder Fund. These similar products included the other DWS Scudder Funds, non-fund pooled accounts, institutional accounts and sub-advisory accounts. Using this information, I calculated for each Fund the fee that would be charged to each similar product, at the subject Fund's asset level.
Evaluating information regarding non-fund products is difficult because there are varying levels of services required for different types of accounts, with mutual funds generally requiring considerably more regulatory and administrative types of service as well as having more frequent cash flows than other types of accounts. Also, while mutual fund fees for similar fund products can be expected to be similar, there will be some differences due to different pricing conditions in different distribution channels (e.g. retail funds versus those used in variable insurance products), differences in underlying investment processes and other factors.
Costs and Profit Margins
DeAM provided a detailed profitability analysis for each Fund. After making some adjustments so that the presentation would be more comparable to the available industry figures, I reviewed profit margins from investment management alone, from investment management plus other fund services (excluding distribution) provided to the Funds by DeAM (principally shareholder services), and DeAM profits from all sources, including distribution. A later section comments on overall profitability.
Economies of Scale
Economies of scale — an expected decline in management cost per dollar of fund assets as fund assets grow — are very rarely quantified and documented because of inherent difficulties in collecting and analyzing relevant data. However, in virtually every investment category that I reviewed, larger funds tend to have lower fees and lower total expenses than smaller funds. To see how each DWS Scudder Fund compares with this industry observation, I reviewed:
The trend in Fund assets over the last five years and the accompanying trend in total expenses. This shows if the Fund has grown and, if so, whether total expense (management fees as well as other expenses) have declined as a percent of assets.
Whether the Fund has break-points in its management fee schedule, the extent of the fee reduction built into the schedule and the asset levels where the breaks take effect, and in the case of a sub-advised Fund how the Fund's break-points compare with those of the sub-advisory fee schedule.
How the Fund's contractual fee schedule compares with trends in the industry data. To accomplish this, I constructed a chart showing how actual latest-fiscal-year contractual fees of the Fund and of other similar funds relate to average fund assets, with the subject Fund's contractual fee schedule superimposed.
Quality of Service — Performance
The quality-of-service evaluation focused on investment performance, which is the principal result of the investment management service. Each Fund's performance was reviewed over the past 1, 3, 5 and 10 years, as applicable, and compared with that of other funds in the same investment category and with a suitable market index.
In addition, I calculated and reviewed risk-adjusted returns relative to an index of similar mutual funds' returns and a suitable market index. The risk-adjusted returns analysis provides a way of determining the extent to which the Fund's return comparisons are mainly the product of investment value-added (or lack thereof) or alternatively taking considerably more or less risk than is typical in its investment category.
I also received and considered the history of portfolio manager changes for each Fund, as this provided an important context for evaluating the performance results.
Complex-Level Considerations
While this evaluation was conducted mainly at the individual fund level, there are some issues relating to the reasonableness of fees that can alternatively be considered across the whole fund complex:
I reviewed DeAM's profitability analysis for all DWS Scudder funds, with a view toward determining if the allocation procedures used were reasonable and how profit levels compared with public data for other investment managers.
I considered whether DeAM and affiliates receive any significant ancillary or "fall-out" benefits that should be considered in interpreting the direct profitability results. These would be situations where serving as the investment manager of the Funds is beneficial to another part of the Deutsche Bank organization.
I considered how aggregated DWS Scudder Fund expenses had varied over the years, by asset class and in the context of trends in asset levels.
I reviewed the structure of the DeAM organization, trends in staffing levels, and information on compensation of investment management and other professionals compared with industry data.
Findings
Based on the process and analysis discussed above, which included reviewing a wide range of information from management and external data sources and considering among other factors the fees DeAM charges other clients, the fees charged by other fund managers, DeAM's costs and profits associated with managing the Funds, economies of scale, possible fall-out benefits, and the nature and quality of services provided, in my opinion the management fees charged the DWS Scudder Funds are reasonable.
Thomas H. Mack
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 DWS Investments representative by calling the appropriate number below:
For shareholders of Classes A, B, C and Institutional Class: (800) 621-1048
For shareholders of Class S: (800) 728-3337
|
Web Site | www.dws-investments.com View your account transactions and balances, trade shares, monitor your asset allocation, and change your address, 24 hours a day.
Obtain prospectuses and applications, blank forms, interactive worksheets, news about DWS funds, subscription to fund updates by e-mail, retirement planning information, and more.
|
Written Correspondence | DWS Investments PO Box 219151
Kansas City, MO 64121-9151
|
Proxy Voting | A description of 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 is available on our Web site — www.dws-investments.com (click on "proxy voting"at the bottom of the page) — or on the SEC's Web site — www.sec.gov. To obtain a written copy of the fund's policies and procedures without charge, upon request, call us toll free at (800) 621-1048.
|
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
|
| Class A | Class B | Class C | Class S | Institutional Class |
Nasdaq Symbol | KDCAX
| KDCBX
| KDCCX
| KDCSX
| KDCIX
|
CUSIP Number | 23338F-101
| 23338F-200
| 23338F-309
| 23338F-606
| 23338F-705
|
Fund Number | 086
| 286
| 386
| 2312
| 1486
|
Privacy Statement
This privacy statement is issued by DWS Investments Distributors, Inc., Deutsche Investment Management Americas Inc., DeAM Investor Services, Inc., DWS Trust Company and the DWS Funds.
We never sell customer lists or individual client information. We consider privacy fundamental to our client relationships and adhere to the policies and practices described below to protect current and former clients' information. Internal policies are in place to protect confidentiality, while allowing client needs to be served. Only individuals who need to do so in carrying out their job responsibilities may access client information. We maintain physical, electronic and procedural safeguards that comply with federal and state standards to protect confidentiality. These safeguards extend to all forms of interaction with us, including the Internet.
In the normal course of business, clients give us nonpublic personal information on applications and other forms, on our Web sites, and through transactions with us or our affiliates. Examples of the nonpublic personal information collected are name, address, Social Security number and transaction and balance information. To be able to serve our clients, certain of this client information is shared with affiliated and nonaffiliated third-party service providers such as transfer agents, custodians, and broker-dealers to assist us in processing transactions and servicing your account with us. In addition, we may disclose all of the information we collect to companies that perform marketing services on our behalf or to other financial institutions with which we have joint marketing agreements. The organizations described above that receive client information may only use it for the purpose designated by the DWS Investments Companies listed in the first paragraph of this Privacy Statement.
We may also disclose nonpublic personal information about you to other parties as required or permitted by law. For example, we are required or we may provide information to government entities or regulatory bodies in response to requests for information or subpoenas, to private litigants in certain circumstances, to law enforcement authorities, or any time we believe it necessary to protect the firm.
Questions on this policy may be sent to:
DWS Investments
Attention: Correspondence — Chicago
P.O. Box 219415
Kansas City, MO 64121-9415
September 2007
Notes
DWS VALUE SERIES, INC.
PART C – OTHER INFORMATION
Article 4.2 of the Registrant’s Articles of Incorporation (Exhibit (1)(a) hereto, which is incorporated herein by reference) provides in effect that the Registrant will indemnify its officers and directors under certain circumstances. However, in accordance with Section 17(h) and 17(i) of the Investment Company Act of 1940 and its own terms, said Article of the Articles of Incorporation does not protect any person against any liability to the Registrant or its shareholders to which such Director would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office.
Each of the directors who is not an “interested director” (as defined under the Investment Company Act of 1940) of Registrant (a “Non-interested Director”) has entered into an indemnification agreement with Registrant, which agreement provides that the Registrant shall indemnify the Non-interested Director against certain liabilities which such Director may incur while acting in the capacity as a director, officer or employee of the Registrant to the fullest extent permitted by law, now or in the future, and requires indemnification and advancement of expenses unless prohibited by law. The indemnification agreement cannot be altered without the consent of the Non-interested Director and is not affected by amendment of the Agreement and Articles of Incorporation. In addition, the indemnification agreement adopts certain presumptions and procedures which may make the process of indemnification and advancement of expenses, more timely, efficient and certain. In accordance with Section 17(h) of the Investment Company Act of 1940, the indemnification agreement does not protect a Non-interested Director against any liability to the Registrant or its shareholders to which such Director would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office.
The Registrant has purchased insurance policies insuring its officers and directors against certain liabilities which such officers and directors may incur while acting in such capacities and providing reimbursement to the Registrant for sums which it may be permitted or required to pay to its officers and directors by way of indemnification against such liabilities, subject to certain deductibles.
On April 5, 2002, Zurich Scudder Investments, Inc. (“Scudder”), the investment adviser, now known as Deutsche Investment Management Americas Inc., was acquired by Deutsche Bank AG, not including certain U.K. Operations (the “Transaction”). In connection with the Directors’ evaluation of the Transaction, Deutsche Bank agreed to indemnify, defend and hold harmless Registrant and the directors who were not “interested persons” of Scudder, Deutsche Bank or Registrant (the “Independent Directors”) for and against any liability and claims and expenses based upon or arising from, whether in whole or in part, or directly or indirectly, any untrue statement or alleged untrue statement of a material fact made to the Independent Directors by Deutsche Bank in connection with the Independent Directors’ consideration of the Transaction, or any omission or alleged omission of a material fact necessary in order to make statements made, in light of the circumstances under which they were made, not misleading.
Deutsche Investment Management Americas Inc. (“DIMA”), the investment advisor, has agreed, subject to applicable law and regulation, to indemnify and hold harmless the Registrant against any loss, damage, liability and expense, including, without limitation, the advancement and payment, as incurred, of reasonable fees and expenses of counsel (including counsel to the Registrant and counsel to the Non-interested Directors) and consultants, whether retained by the Registrant or the Non-interested Directors, and other customary costs and expenses incurred by the Registrant in connection with any litigation or regulatory action related to possible improper market timing or other improper trading activity or possible improper marketing and sales activity in the Registrant (“Private Litigation and Enforcement Actions”). In the event that this indemnification is unavailable to the Registrant for any reason, then DIMA has agreed to contribute to the amount paid or payable by the Registrant as a result of any loss, damage, liability or expense in such proportion as is appropriate to reflect the relative fault of DIMA and the Registrant with respect to the matters which resulted in such loss, damage, liability or expense, as well as any other relevant equitable considerations; provided, however, if no final determination is made in such action or proceeding as to the relative fault of DIMA and the Registrant, then DIMA shall pay the entire amount of such loss, damage, liability or expense.
C-1
In recognition of its undertaking to indemnify the Registrant, DIMA has also agreed, subject to applicable law and regulation, to indemnify and hold harmless each of the Non-interested Directors against any and all loss, damage, liability and expense, including without limitation the advancement and payment as incurred of reasonable fees and expenses of counsel and consultants, and other customary costs and expenses incurred by the Non-interested Directors, arising from the Private Litigation and Enforcement, including without limitation:
1. all reasonable legal and other expenses incurred by the Non-interested Directors in connection with the Private Litigation and Enforcement Actions, and any actions that may be threatened or commenced in the future by any person (including any governmental authority), arising from or similar to the matters alleged in the Private Litigation and Enforcement Actions, including without limitation expenses related to the defense of, service as a witness in, or monitoring of such proceedings or actions;
2. all liabilities and expenses incurred by any Non-interested Director in connection with any judgment resulting from, or settlement of, any such proceeding, action or matter;
3. any loss or expense incurred by any Non-interested Director as a result of the denial of, or dispute about, any insurance claim under, or actual or purported rescission or termination of, any policy of insurance arranged by DIMA (or by a representative of DIMA acting as such, acting as a representative of the Registrant or of the Non-interested Directors or acting otherwise) for the benefit of the Non-interested Director, to the extent that such denial, dispute or rescission is based in whole or in part upon any alleged misrepresentation made in the application for such policy or any other alleged improper conduct on the part of DIMA, any of its corporate affiliates, or any of their directors, officers or employees;
4. any loss or expense incurred by any Non-interested Director, whether or not such loss or expense is otherwise covered under the terms of a policy of insurance, but for which the Non-interested Director is unable to obtain advancement of expenses or indemnification under that policy of insurance, due to the exhaustion of policy limits which is due in whole or in part to DIMA or any affiliate thereof having received advancement of expenses or indemnification under that policy for or with respect to a matter which is the subject of the indemnification agreement; provided, however, the total amount which DIMA will be obligated to pay under this provision for all loss or expense, will not exceed the amount that DIMA and any of its affiliate actually receive under that policy or insurance for or with respect to a matter which is the subject of the indemnification agreement; and
5. all liabilities and expenses incurred by any Non-interested Director in connection with any proceeding or action to enforce his or her rights under the agreement, unless DIMA prevails on the merits of any such dispute in a final, nonappealable court order.
DIMA is not required to pay costs or expenses or provide indemnification to or for any individual Non-interested Director (i) with respect to any particular proceeding or action as to which the Board of the Registrant has determined that such Non-interested Director ultimately will not be entitled to indemnification with respect thereto, or (ii) for any liability of the Non-interested Director to the Registrant or its shareholders to which such Non-interested Director would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the Non-interested Director’s duties as a Director of the Registrant as determined in a final adjudication in such proceeding or action. In addition, to the extent that DIMA has paid costs or expenses under the agreement to any individual Non-interested Director with respect to a particular proceeding or action, and there is a final adjudication in such proceeding or action of the Non-interested Director’s liability to the Registrant or its shareholders by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the Non-interested Director’s duties as a Director of the Registrant, such Non-interested Director has undertaken to repay such costs or expenses to DIMA.
On November 14, 2007, the Registrant and DIMA entered into an agreement that provides certain retiring Non-interested Directors certain assurances regarding continuation of insurance and indemnification rights. More specifically, the agreement provides that the Registrant shall take all actions reasonably necessary to assure that the retirement of certain Non-interested Directors and/or the election or appointment of members of the consolidated Board shall not reduce or impair any rights of those Non-interested Directors to indemnification, defense, advancement of expenses, or other rights, for or with respect to actual or threatened claims, liability, or expense that those Non-interested Directors may incur or suffer arising from or with respect to those Non-interested Directors’ service in such capacity, except to the
C-2
extent that the consolidated Board determines in the exercise of its duties to modify the rights of all Board members, past and present, without distinction. It is understood that any such modification of rights shall not, without the written consent of the Non-interested Directors, serve to modify any contractual rights that the Non-interested Directors may have under any agreement to which the Non-interested Directors and the Registrant are parties.
For the six-year period following the election or appointment of members of the consolidated Board, the Registrant currently expect to maintain, D&O/E&O Insurance and IDL Insurance that is substantially equivalent in scope to the current coverage, and in amounts providing aggregate coverage with respect to the Registrant and all funds overseen by the consolidated Board of at least $100 million for D&O/E&O Insurance and at least $25 million for IDL Insurance; subject however to the right of the consolidated Board in the exercise of its duties to determine that a lower level of insurance coverage is in the best interests of the Registrant provided that any such reduction in coverage apply equally to their present and former Directors.
Pursuant to the agreement, DIMA has agreed that the retirement of the Non-interested Directors under the terms of the retirement agreements shall in no way affect or diminish the contractual rights of indemnification that the Non-interested Directors may have under any agreement of indemnification between an Non-interested Directors and DIMA, including without limitation agreements of indemnification currently in effect with respect to matters related to market timing and matters related to merged or liquidated funds. Upon request made by any Non-interested Directors, DIMA has agreed to execute a separate instrument confirming the existence and continuation of any such agreement of indemnification.
In addition, pursuant to the agreement, in the event that the consolidated Board determines to reduce insurance coverage below the minimum levels stated above, then DIMA at its expense will purchase excess insurance coverage for the benefit of the Non-interested Directors sufficient to maintain such minimum coverage levels in place for the duration of the period specified in the retirement agreements, provided that in the event that such excess coverage is not available in the marketplace on commercially reasonable terms from a conventional third-party insurer, DIMA (or an affiliate of DIMA) may, at DIMA’s discretion and in lieu of purchasing such excess insurance coverage, elect instead to provide the Non-interested Directors substantially equivalent protection in the form of a written indemnity or financial guaranty reasonably acceptable to each such Non-interested Director.
| | | | |
| 1. | | (a) | | Articles of Incorporation of Registrant, dated October 14, 1987. (Incorporated by reference to Post-Effective Amendment No. 15 to the Registration Statement.) |
| | |
| | (b) | | Articles Supplementary to Articles of Incorporation of Registrant, dated January 25, 1988. (Incorporated by reference to Post-Effective Amendment No. 15 to the Registration Statement.) |
| | |
| | (c) | | Articles Supplementary to Articles of Incorporation of Registrant, dated February 26, 1988. (Incorporated by reference to Post-Effective Amendment No. 15 to the Registration Statement.) |
| | |
| | (d) | | Articles Supplementary to Articles of Incorporation of Registrant, dated December 28, 1990. (Incorporated by reference to Post-Effective Amendment No. 15 to the Registration Statement.) |
| | |
| | (e) | | Articles Supplementary to Articles of Incorporation of Registrant, dated March 24, 1992. (Incorporated by reference to Post-Effective Amendment No. 15 to the Registration Statement.) |
C-3
| | | | |
| | (f) | | Articles Supplementary to Articles of Incorporation of Registrant, dated September 8, 1995. (Incorporated by reference to Post-Effective Amendment No. 15 to the Registration Statement.) |
| | |
| | (g) | | Articles of Amendment to Articles of Incorporation of Registrant, dated September 8, 1995. (Incorporated by reference to Post-Effective Amendment No. 15 to the Registration Statement.) |
| | |
| | (h) | | Articles of Amendment to Articles of Incorporation of Registrant, dated December 2, 1996. (Incorporated by reference to Post-Effective Amendment No. 29 to the Registration Statement.) |
| | |
| | (i) | | Articles of Amendment to Articles of Incorporation of Registrant, dated July 18, 1997. (Incorporated by reference to Post-Effective Amendment No. 21 to the Registration Statement.) |
| | |
| | (j) | | Articles Supplementary to Articles of Incorporation of Registrant, dated July 18, 1997. (Incorporated by reference to Post-Effective Amendment No. 29 to the Registration Statement.) |
| | |
| | (k) | | Articles Supplementary to Articles of Incorporation of Registrant, dated January 1, 1998. (Incorporated by reference to Post-Effective Amendment No. 21 to the Registration Statement.) |
| | |
| | (l) | | Articles Supplementary to Articles of Incorporation of Registrant, dated March 19, 1998. (Incorporated by reference to Post-Effective Amendment No. 29 to the Registration Statement.) |
| | |
| | (m) | | Articles of Amendment to Articles of Incorporation of Registrant, dated March 30, 1998. (Incorporated by reference to Post-Effective Amendment No. 29 to the Registration Statement.) |
| | |
| | (n) | | Articles of Amendment to the Charter of the Corporation, dated January 15, 2001. (Incorporated by reference to Post-Effective Amendment No. 29 to the Registration Statement.) |
| | |
| | (o) | | Articles Supplementary to Articles of Incorporation of Registrant, dated January 23, 2001. (Incorporated by reference to Post-Effective Amendment No. 27 to the Registration Statement.) |
| | |
| | (p) | | Articles of Amendment to Articles of Incorporation of Registrant, dated May 23, 2001. (Incorporated by reference to Post-Effective Amendment No. 29 to the Registration Statement.) |
| | |
| | (q) | | Articles Supplementary to Articles of Incorporation of Registrant, dated May 15, 2002. (Incorporated by reference to Post-Effective Amendment No. 31 to the Registration Statement.) |
C-4
| | | | |
| | (r) | | Articles Supplementary to Articles of Incorporation of Registrant, dated May 15, 2002. (Incorporated by reference to Post-Effective Amendment No. 31 to the Registration Statement.) |
| | |
| | (s) | | Articles of Amendment and Restatement, dated July 12, 2002. (Incorporated by reference to Post-Effective Amendment No. 31 to the Registration Statement.) |
| | |
| | (t) | | Articles Supplementary to Articles of Incorporation of Registrant, dated May 14, 2003. (Incorporated by reference to Post-Effective Amendment No. 34 to the Registration Statement.) |
| | |
| | (u) | | Articles of Amendment to Articles of Incorporation of Registrant, dated March 17, 2004. (Incorporated by reference to Post-Effective Amendment No. 40 to the Registration Statement.) |
| | |
| | (v) | | Articles of Amendment to Articles of Incorporation of Registrant, dated August 13, 2004. (Incorporated by reference to Post-Effective Amendment No. 40 to the Registration Statement.) |
| | |
| | (w) | | Articles Supplementary to Articles of Incorporation of Registrant, dated May 26, 2005. (Incorporated by reference to Post-Effective Amendment No. 46 to the Registration Statement.) |
| | |
| | (x) | | Articles Supplementary to Articles of Incorporation of Registrant, dated July 21, 2005. (Incorporated by reference to Post-Effective Amendment No. 47 to the Registration Statement.) |
| | |
| | (y) | | Articles of Amendment to Articles of Incorporation of Registrant, dated January 26, 2006. (Incorporated by reference to Post-Effective Amendment No. 52 to the Registration Statement.) |
| | |
| | (z) | | Articles of Amendment to Articles of Incorporation of Registrant, dated July 13, 2006. (Incorporated by reference to Post-Effective Amendment No. 52 to the Registration Statement.) |
| | |
| | (aa) | | Articles of Amendment to Articles of Incorporation of Registrant, dated August 15, 2006. (Incorporated by reference to Post-Effective Amendment No. 52 to the Registration Statement.) |
| | |
| | (bb) | | Articles of Amendment to Articles of Incorporation of Registrant, dated October 4, 2006. (Incorporated by reference to Post-Effective Amendment No. 52 to the Registration Statement.) |
| | |
| | (cc) | | Articles of Amendment to Articles of Incorporation of Registrant, dated November 3, 2006. (Incorporated by reference to Post-Effective Amendment No. 52 to the Registration Statement.) |
C-5
| | | | |
| | (dd) | | Articles of Amendment to Articles of Incorporation of Registrant, dated November 3, 2006. (Incorporated by reference to Post-Effective Amendment No. 52 to the Registration Statement.) |
| | |
| 2. | | (a) | | By-laws. (Incorporated by reference to Post-Effective Amendment No. 21 to the Registration Statement.) |
| | |
| | (b) | | Amended By-laws, dated July 17, 1998. (Incorporated by reference to Post-Effective Amendment No. 29 to the Registration Statement.) Amendment to the By-laws, dated November 29, 2000. (Incorporated by reference to Post-Effective Amendment No. 27 to the Registration Statement.) |
| | |
| | (c) | | Amendment to the By-laws, dated November 29, 2000. (Incorporated by reference to Post-Effective Amendment No. 27 to the Registration Statement.) |
| | |
| | (d) | | Amendment to By-laws, dated May 15, 2002. (Incorporated by reference to Post-Effective Amendment No. 31 to the Registration Statement.) |
| | |
| | (e) | | Amendment to By-laws, dated September 24, 2004. (Incorporated by reference to Post-Effective Amendment No. 46 to the Registration Statement.) |
| | |
| | (f) | | Amendment to By-laws, dated November 19, 2004. (Incorporated by reference to Post-Effective Amendment No. 46 to the Registration Statement.) |
| | |
| | (g) | | Amendment to By-laws, dated November 15, 2005. (Incorporated by reference to Post-Effective Amendment No. 50 to the Registration Statement.) |
| | |
| | (h) | | Amended and Restated By-laws, dated June 1, 2008. (Incorporate by reference to the Registrant’s initial Registration Statement on Form N-14 (File No. 333-152889) as filed on August 8, 2008.) |
| | |
| 3. | | | | Not applicable. |
| | |
| 4. | | | | Form of Agreement and Plan of Reorganization is filed herein as Exhibit A to Part A of this Registration Statement. |
| | |
| 5. | | | | Not applicable. |
| | |
| 6. | | (a) | | Investment Management Agreement between the Registrant, on behalf of Scudder-Dreman High Return Equity Fund and Deutsche Asset Management Americas Inc. dated April 5, 2002. (Incorporated by reference to Post-Effective Amendment No. 30 to the Registration Statement.) |
C-6
| | | | |
| | (b) | | Investment Management Agreement between the Registrant, on behalf of Scudder-Dreman Small Cap Value Fund and Deutsche Asset Management Americas Inc. dated April 5, 2002. (Incorporated by reference to Post-Effective Amendment No. 30 to the Registration Statement.) |
| | |
| | (c) | | Investment Management Agreement between the Registrant, on behalf of Scudder-Dreman Concentrated Value Fund and Deutsche Asset Management Americas Inc., dated June 1, 2005. (Incorporated by reference to Post-Effective Amendment No. 48 to the Registration Statement.) |
| | |
| | (d) | | Investment Management Agreement between Registrant, on behalf of Scudder-Dreman Mid Cap Value Fund and Deutsche Asset Management Americas Inc., dated August 1, 2005. (Incorporated by reference to Post-Effective Amendment No. 48 to the Registration Statement.) |
| | |
| | (e) | | Sub-Advisory Agreement between Deutsche Investment Management Americas Inc. and Dreman Value Management, L.L.C. dated April 5, 2002 (Scudder-Dreman Small Cap Value Fund). (Incorporated by reference to Post-Effective Amendment No. 30 to the Registration Statement.) |
| | |
| | (f) | | Sub-Advisory Agreement between Deutsche Investment Management Americas Inc. and Dreman Value Management, L.L.C. dated April 5, 2002 (Scudder-Dreman High Return Equity Fund). (Incorporated by reference to Post-Effective Amendment No. 30 to the Registration Statement.) |
| | |
| | (g) | | Amendment to Sub-Advisory Agreement between Deutsche Investment Management Americas Inc. and Dreman Value Management, L.L.C. dated April 23, 2003 (Scudder-Dreman Small Cap Value Fund). (Incorporated by reference to Post-Effective Amendment No. 35 to the Registration Statement which was filed on March 29, 2004.) |
| | |
| | (h) | | Amendment to Sub-Advisory Agreement between Deutsche Investment Management Americas Inc. and Dreman Value Management, L.L.C. dated April 23, 2003 (Scudder-Dreman High Return Equity Fund). (Incorporated by reference to Post-Effective Amendment No. 35 to the Registration Statement which was filed on March 29, 2004.) |
| | |
| | (i) | | Sub-Advisory Agreement between Deutsche Investment Management Americas, Inc. and Dreman Value Management, L.L.C. dated June 1, 2005 (Scudder-Dreman Concentrated Value Fund). (Incorporated by reference to Post-Effective Amendment No. 48 to the Registration Statement.) |
C-7
| | | | |
| | (j) | | Sub-Advisory Agreement between Deutsche Investment Management Americas, Inc. and Dreman Value Management, L.L.C. dated August 1, 2005 (Scudder-Dreman Mid Cap Value Fund). (Incorporated by reference to Post-Effective Amendment No. 48 to the Registration Statement.) |
| | |
| | (k) | | Investment Management Agreement between Registrant, on behalf of DWS Large Cap Value Fund and Deutsche Asset Management Americas Inc., dated April 11, 2007. (Incorporated by reference to Post-Effective Amendment No. 54 to the Registration Statement.) |
| | |
| | (l) | | Investment Sub-Advisory Agreement between Deutsche Investment Management Americas Inc. and Deutsche Asset Management International GmbH dated April 25, 2007. (Incorporated by reference to Post-Effective Amendment No. 54 to the Registration Statement.) |
| | |
| 7. | | (a) | | Underwriting and Distribution Services Agreement between the Registrant and Scudder Distributors, Inc. dated April 5, 2002. (Incorporated by reference to Post-Effective Amendment No. 30 to the Registration Statement.) |
| | |
| | (b) | | Underwriting and Distribution Services Agreement between the Registrant and Scudder Distributors, Inc. on behalf of Scudder Large Cap Value Fund and its Class AARP shares and Class S shares, to be filed by amendment. |
| | |
| | (c) | | Selling Group Agreement. (Incorporated by reference to Post-Effective Amendment No. 23 to the Registration Statement.) |
| | |
| 8. | | (a) | | Form of Retirement Agreement between the Registrant and each of Donald Dunaway, James Edgar, Robert Hoffman and Shirley Peterson dated November 14, 2007. (Incorporated by reference to Post-Effective Amendment No. 54 to the Registration Statement.) |
| | |
| | (b) | | Indemnification and Reimbursement Agreement between the Registrant and DIMA dated November 14, 2007. (Incorporated by reference to Post-Effective Amendment No. 54 to the Registration Statement.) |
| | |
| 9. | | (a) | | Master Custodian Agreement, dated March 17, 2004, between the Registrant and State Street Bank and Trust Company. (Incorporated by reference to Post-Effective Amendment No. 50 to the Registration Statement.) |
| | |
| | (b) | | Amendment to Custody Contract between the Registrant and State Street Bank, dated June 1, 2005. (Incorporated by reference to Post-Effective Amendment No. 48 to the Registration Statement.) |
C-8
| | | | |
| | (c) | | Amendment to Custody Contract between Registrant and State Street Bank, dated July 30, 2005. (Incorporated by reference to Post-Effective Amendment No. 48 to the Registration Statement.) |
| | |
| 10. | | (a) | | Rule 12b-1 Plan between Scudder Contrarian Fund (Class A) and Scudder Distributors, Inc., dated July 1, 2001. (Incorporated by reference to Post-Effective Amendment No. 29 to the Registration Statement.) |
| | |
| | (b) | | Amended and Restated Rule 12b-1 Plan between Scudder Contrarian Fund (Class B) and Scudder Distributors, Inc., dated July 1, 2001. (Incorporated by reference to Post-Effective Amendment No. 29 to the Registration Statement.) |
| | |
| | (c) | | Amended and Restated Rule 12b-1 Plan between Scudder Contrarian Fund (Class C) and Scudder Distributors, Inc., dated July 1, 2001. (Incorporated by reference to Post-Effective Amendment No. 29 to the Registration Statement.) |
| | |
| | (d) | | Rule 12b-1 Plan between Scudder Dreman-High Return Equity Fund (Class A) and Scudder Distributors, Inc., dated July 1, 2001. (Incorporated by reference to Post-Effective Amendment No. 29 to the Registration Statement.) |
| | |
| | (e) | | Amended and Restated Rule 12b-1 Plan between Scudder-Dreman High Return Equity Fund (Class B) and Scudder Distributors, Inc., dated July 1, 2001. (Incorporated by reference to Post-Effective Amendment No. 29 to the Registration Statement.) |
| | |
| | (f) | | Amended and Restated Rule 12b-1 Plan between Scudder-Dreman High Return Equity Fund (Class C) and Scudder Distributors, Inc., dated July 1, 2001. (Incorporated by reference to Post-Effective Amendment No. 29 to the Registration Statement.) |
| | |
| | (g) | | Rule 12b-1 Plan between Scudder-Dreman Small Cap Value Fund (Class A) and Scudder Distributors, Inc., dated July 1, 2001. (Incorporated by reference to Post-Effective Amendment No. 29 to the Registration Statement.) |
| | |
| | (h) | | Amended and Restated Rule 12b-1 Plan between Scudder-Dreman Small Cap Value Fund (Class B) and Scudder Distributors, Inc., dated July 1, 2001. (Incorporated by reference to Post-Effective Amendment No. 29 to the Registration Statement.) |
| | |
| | (i) | | Amended and Restated Rule 12b-1 Plan between Scudder-Dreman Small Cap Value Fund (Class C) and Scudder Distributors, Inc., dated July 1, 2001. (Incorporated by reference to Post-Effective Amendment No. 29 to the Registration Statement.) |
C-9
| | | | |
| | (j) | | Shareholder Services Agreement between the Registrant and Scudder Distributors, Inc., dated April 5, 2002. (Incorporated by reference to Post-Effective Amendment No. 32 to the Registration Statement.) |
| | |
| | (k) | | Amended and Restated Rule 12b-1 Plan between Scudder-Dreman Small Cap Value Fund (Class R) and Scudder Distributors, Inc., dated October 1, 2003. (Incorporated by reference to Post-Effective Amendment No. 34 to the Registration Statement.) |
| | |
| | (l) | | Amended and Restated Rule 12b-1 Plan between Scudder-Dreman High Return Equity Fund (Class R) and Scudder Distributors, Inc., dated October 1, 2003. (Incorporated by reference to Post-Effective Amendment No. 34 to the Registration Statement.) |
| | |
| | (m) | | Amended and Restated Rule 12b-1 Plan between Scudder Contrarian Fund (Class R) and Scudder Distributors, Inc., dated October 1, 2003. (Incorporated by reference to Post-Effective Amendment No. 34 to the Registration Statement.) |
| | |
| | (n) | | Rule 12b-1 Plan between Scudder-Dreman Concentrated Value Fund (Class A) and Scudder Distributors, Inc., dated June 1, 2005. (Incorporated by reference to Post-Effective Amendment No. 46 to the Registration Statement.) |
| | |
| | (o) | | Amended and Restated Rule 12b-1 Plan between Scudder-Dreman Concentrated Value Fund (Class B) and Scudder Distributors, Inc., dated June 1, 2005. (Incorporated by reference to Post-Effective Amendment No. 46 to the Registration Statement). |
| | |
| | (p) | | Amended and Restated Rule 12b-1 Plan between Scudder-Dreman Concentrated Value Fund (Class C) and Scudder Distribution, Inc., dated June 1, 2005. (Incorporated by reference to Post-Effective Amendment No. 46 to the Registration Statement.) |
| | |
| | (q) | | Rule 12b-1 Plan between Scudder-Dreman Mid Cap Value Fund (Class A) and Scudder Distributors, Inc. dated August 1, 2005. (Incorporated by reference to Post-Effective Amendment No. 48 to the Registration Statement.) |
| | |
| | (r) | | Amended and Restated Rule 12b-1 Plan between Scudder-Dreman Mid Cap Value Fund (Class B) and Scudder Distributors, Inc., dated August 1, 2005. (Incorporated by reference to Post-Effective Amendment No. 48 to the Registration Statement.) |
| | |
| | (s) | | Amended and Restated Rule 12b-1 Plan between Scudder-Dreman Mid Cap Value Fund (Class C) and Scudder Distributors, Inc., dated August 1, 2005. (Incorporated by reference to Post-Effective Amendment No. 48 to the Registration Statement.) |
C-10
| | | | |
| | (t) | | Amended and Restated Multi-Distribution System Plan (Rule 18f-3 Plan), dated August 1, 2005. (Incorporated by reference to Post-Effective Amendment No. 47 to the Registration Statement.) |
| | |
| 11. | | | | Opinion and Consent of Vedder Price P.C. is filed herein. |
| | |
| 12. | | | | Form of Tax Opinion and Consent of Willkie Farr & Gallagher LLP is filed herein. |
| | |
| 13. | | (a) | | Agency Agreement between the Registrant and DWS Scudder Investments Service Corporation dated April 1, 2007. (Incorporated by reference to Post-Effective Amendment No. 54 to the Registration Statement.) |
| | |
| | (b) | | Fund Accounting Agreement between Registrant and Scudder Fund Accounting Corporation dated December 31, 1997 (Scudder Contrarian Fund). (Incorporated by reference to Post-Effective Amendment No. 21 to the Registration Statement.) |
| | |
| | (c) | | Fund Accounting Agreement between Registrant and Scudder Fund Accounting Corporation dated December 31, 1997 (Scudder-Dreman High Return Equity Fund). (Incorporated by reference to Post-Effective Amendment No. 21 to the Registration Statement.) |
| | |
| | (d) | | Fund Accounting Agreement between Registrant and Scudder Fund Accounting Corporation dated December 31, 1997 (Scudder Small Cap Value Fund). (Incorporated by reference to Post-Effective Amendment No. 21 to the Registration Statement.) |
| | |
| | (e) | | Fund Accounting Agreement between Registrant and Scudder Fund Accounting Corporation (Scudder-Dreman Mid Cap Value Fund) dated August 1, 2005. (Incorporated by reference to Post-Effective Amendment No. 48 to the Registration Statement.) |
| | |
| | (f) | | Amended and Restated Administrative Services Agreement between the Registrant and Deutsche Investment Management Americas Inc., dated May 15, 2002. (Incorporated by reference to Post-Effective Amendment No. 31 to the Registration statement.) |
| | |
| | (g) | | First Amendment to Fund Accounting Services Agreement dated March 19, 2003. (Incorporated by reference to Post-Effective Amendment No. 40 to the Registration Statement.) |
| | |
| | (h) | | Form of Mutual Fund Rule 22c-2 Information Sharing Agreement between DWS Scudder Distributors, Inc. and certain financial intermediaries. (Incorporated by reference to Post-Effective Amendment No. 54 to the Registration Statement.) |
C-11
| | | | |
| | (i) | | Form of Expense Limitation Agreement, dated October 1, 2007, between the Registrant and Deutsche Investment Management Americas Inc. (Incorporated by reference to Post-Effective Amendment No. 54 to the Registration Statement.) |
| | |
| | (j) | | Form of Administrative Services Agreement dated April 11, 2007 between DWS Value Series, Inc. on behalf of DWS Large Cap Value Fund. (Incorporated by reference to Post-Effective Amendment No. 54 to the Registration Statement.) |
| | |
| | (k) | | Letters of Indemnity to the Scudder Funds and Independent Directors/Trustees dated September 10, 2004. (Incorporated by reference to Post-Effective Amendment No. 41 to the Registration Statement.) |
| | |
14. | | (a) | | Consent of Ernst & Young LLP is filed herein. |
| | |
| | (b) | | Consent of PricewaterhouseCoopers LLP is filed herein. |
| | |
15. | | | | Not applicable. |
| | |
16. | | | | Power of Attorney is filed herein. |
17. | | | | Form of Proxy is filed herein and appears following Part A of this Registration Statement. |
(1) The undersigned registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
(2) The undersigned registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.
C-12
SIGNATURES
As required by the Securities Act of 1933, this Registration Statement has been signed on behalf of the registrant, in the City of New York, and State of New York, on the 8th day of September 2008.
| | |
| DWS VALUE SERIES, INC. |
| |
| By: | | /s/ Michael G. Clark |
| | Michael G. Clark |
| | President |
As required by the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on September 8, 2008.
| | |
Signature | | Title |
| |
/s/ Michael G. Clark | | President |
| Michael G. Clark | | |
| |
/s/ Paul Schubert | | Chief Financial Officer and Treasurer |
| Paul Schubert | | |
| |
Dawn-Marie Driscoll* | | Chairperson and Director |
| Dawn-Marie Driscoll | | |
| |
John W. Ballantine * | | Director |
| John W. Ballantine | | |
| |
Henry P. Becton, Jr.* | | Director |
| Henry P. Becton, Jr. | | |
| |
Keith R. Fox* | | Director |
| Keith R. Fox | | |
| |
Paul K. Freeman * | | Director |
| Paul K. Freeman | | |
| |
Kenneth C. Froewiss* | | Director |
| Kenneth C. Froewiss | | |
| |
Richard J. Herring* | | Director |
| Richard J. Herring | | |
| |
William McClayton* | | Director |
| William McClayton | | |
C-13
| | |
Signature | | Title |
| |
Rebecca W. Rimel* | | Director |
| Rebecca W. Rimel | | |
| |
Axel Schwarzer* | | Director |
| Axel Schwarzer | | |
| |
William N. Searcy, Jr.* | | Director |
| William N. Searcy, Jr. | | |
| |
Jean Gleason Stromberg* | | Director |
| Jean Gleason Stromberg | | |
| |
Robert H. Wadsworth* | | Director |
| Robert H. Wadsworth | | |
| | |
| *By | | /s/ John Millette |
| | John Millette** |
**Attorney-in-fact pursuant to the power of attorney filed herein.
C-14
INDEX OF EXHIBITS
| | |
EXHIBIT NUMBER | | EXHIBIT TITLE |
11 | | Opinion and Consent of Vedder Price P.C. |
| |
12 | | Form of Tax Opinion and Consent of Willkie Farr & Gallagher LLP |
| |
14(a) | | Consent of Ernst & Young LLP |
| |
14(b) | | Consent of PricewaterhouseCoopers LLP |
| |
16 | | Power of Attorney |
C-15
