N-14/A 1 dn14a.htm DWS INTERJNATIONAL FUND, INC. DWS Interjnational Fund, Inc.

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 28, 2009

SECURITIES ACT FILE NO. 333-158137

 

 

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 INTERNATIONAL FUND, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

345 Park Avenue

New York, NY 10154

(Address of Principal Executive Offices) (Zip Code)

212-454-6778

(Registrant’s Area Code and Telephone Number)

John Millette, Secretary

One Beacon Street

Boston, Massachusetts 02108

(Name and Address of Agent for Service)

 

 

With copies to:

Thomas R. Hiller, Esq.

Ropes & Gray

One International Place

Boston, MA 02110

 

 

Approximate date of proposed public offering: As soon as practicable after the effective date of this Registration Statement.

 

 

TITLE OF SECURITIES BEING REGISTERED: Shares of Beneficial Interest (par value $0.01 per share) of the Registrant.

 

 

No filing fee is required because an indefinite number of shares have previously been registered pursuant to Rule 24f-2 under the Investment Company Act of 1940.

 

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

 


Questions & Answers

DWS Japan Equity Fund

Q&A

 

Q What is happening?

A DWS Investments is proposing to merge DWS Japan Equity Fund into DWS International Value Opportunities Fund.

Q What issue am I being asked to vote on?

A You are being asked to vote on the proposal to merge DWS Japan Equity Fund into DWS International Value Opportunities 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 DWS Investments believes the proposed merger is in the best interests of DWS Japan Equity Fund for several reasons. DWS Investments advised the Board that DWS Japan Equity Fund’s narrow geographic focus presents limited opportunities to attract new investments to the Fund. As a result, DWS Japan Equity Fund is facing the likely prospect, over time, of declining assets and minimal opportunities to reduce costs through economies of scale. In light of the significant decline of asset flows into actively managed country-specific funds such as DWS Japan Equity Fund, DWS Investments has advised the Board that it no longer wishes to manage a Japan-only open-end fund such as DWS Japan Equity Fund. Further, the fund’s subadviser, Deutsche Asset Management (Japan) Limited (“DeAMJ”) plans to terminate its sub-advisory agreement with DWS Japan Equity Fund during the first half of 2009 due to changes in portfolio management personnel in Japan.

 

 

LOGO


Q&A continued

 

 

 

Given these considerations, and in order to provide shareholders with a continuity of investment of non-U.S. equity securities within the DWS fund family, DWS Investments believes that a merger into DWS International Value Opportunities Fund is the best alternative for shareholders of DWS Japan Equity Fund. Among other benefits, the merger would result in lower management fees and lower operating expenses for shareholders of DWS Japan Equity Fund.

Although both funds invest in equity securities of companies in developed economies, because DWS International Value Opportunities Fund pursues investment opportunities in a wide range of foreign countries, there are significant differences in the portfolios of DWS Japan Equity Fund and DWS International Value Opportunities Fund. If the merger is approved by shareholders, DWS Investments expects that substantially all of the portfolio assets of DWS Japan Equity Fund will be liquidated after shareholder approval and prior to the merger. Proceeds from the liquidation will be used to acquire securities consistent with DWS International Value Opportunities Fund’s current implementation of its investment objective, policies, restrictions and strategies. The repositioning of DWS Japan Equity Fund prior to the merger will involve transaction costs which will be borne by DWS Japan Equity Fund subject to an expense cap agreed to by Deutsche Investment Management Americas Inc. (“DIMA”), DWS Japan Equity Fund’s investment adviser. Pursuant to the expense cap, DIMA will pay any one-time merger costs, including the transaction costs associated with repositioning DWS Japan Equity Fund’s portfolio, to the extent those costs exceed the estimated cost savings expected to be realized by shareholders of DWS Japan Equity Fund at the time of the merger during the one-year period following the proposed merger. See page [    ] of the enclosed Prospectus/Proxy Statement for more information regarding the costs of the merger and DIMA’s agreement to cap expenses.

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 tax counsel provides an opinion to that effect. However, it is expected that DWS Japan Equity Fund will sell substantially all of its portfolio assets

 


Q&A continued

 

 

 

in connection with the merger, and if the Fund recognizes capital gains in these sales on a net basis, it will distribute to shareholders those gains. You may be subject to tax on any distributions made to you. At this time, DWS Japan Equity Fund does not expect to distribute any such gains to shareholders. 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 the 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 likely change as a result of the merger because your shares will be exchanged at the net asset value per share of DWS Japan Equity Fund, which will probably be different from the net asset value per share of DWS International Value Opportunities Fund.

Q When would the merger take place?

A If approved, the merger would occur on or about July 20, 2009, 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;

 

n  

By mail, by sending the enclosed proxy card, signed and dated, to us in the enclosed envelope; or

 


Q&A continued

 

 

 

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 1-866-953-5820.

 


LOGO

DWS JAPAN EQUITY FUND

A Message from the President

                    , 2009

Dear Shareholder:

I am writing to ask for your vote on an important matter that affects your investment in DWS Japan Equity Fund, a series of DWS Investors Funds, Inc. (“Japan Equity Fund”). While you are, of course, welcome to join us at the Japan Equity 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 Japan Equity Fund to DWS International Value Opportunities Fund (“International Value Fund”), in exchange for shares of International Value Fund and the assumption by International Value Fund of all the liabilities of Japan Equity Fund, and the distribution of such shares, on a tax-free basis for federal income tax purposes, to the shareholders of Japan Equity Fund in complete liquidation and termination of Japan Equity Fund.

DWS Investments believes the proposed merger is in the best interests of DWS Japan Equity Fund for several reasons. DWS Investments believes that DWS Japan Equity Fund’s narrow geographic focus presents limited opportunities to attract new investments to the Fund. As a result, DWS Japan Equity Fund is facing the likely prospect, over time, of declining assets and minimal opportunities to reduce costs through economies of scale. In light of the significant decline of asset flows into actively managed country-specific funds such as DWS Japan Equity Fund, DWS Investments has advised the Board that it no longer wishes to manage a Japan-only open-end fund such as DWS Japan Equity Fund. Further, the fund’s subadviser, Deutsche Asset Management (Japan) Limited (“DeAMJ”) plans to terminate its sub-advisory agreement with DWS Japan Equity Fund during the first half of 2009 due to changes in portfolio management personnel in Japan. Given these considerations, and in order to provide shareholders with a continuity of investment of non-U.S. equity securities within the DWS fund family, DWS Investments believes that a merger into DWS International Value Opportunities Fund is the best alternative for shareholders of DWS Japan Equity Fund. Among other benefits, the merger would result in lower management fees and lower operating expenses for shareholders of DWS Japan Equity Fund. The Board of Directors of Japan Equity Fund has unanimously 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 Japan Equity Fund’s participation in the proposed merger would be in the best interests of Japan Equity 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 third calendar quarter of 2009.

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 International Value 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., Japan Equity Fund’s proxy solicitor, at 1-866-953-5820 or contact your financial advisor. Thank you for your continued support of DWS Investments.

 

Sincerely yours,

 

LOGO

Michael Clark

President

DWS Japan Equity Fund


DWS JAPAN EQUITY FUND

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 Japan Equity Fund, a series of DWS Investors Funds, Inc. (“Japan Equity Fund”):

A Special Meeting of Shareholders of Japan Equity Fund will be held June 19, 2009 at 4:00 pm, 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 Japan Equity Fund to DWS International Value Opportunities Fund (“International Value Fund”), in exchange for shares of International Value Fund and the assumption by International Value Fund of all the liabilities of Japan Equity Fund, and the distribution of such shares, on a tax-free basis for federal income tax purposes, to the shareholders of Japan Equity Fund in complete liquidation and termination of Japan Equity 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 Japan Equity Fund at the close of business on April 14, 2009 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 also may be submitted to a vote of the shareholders and, in such a case, the 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

LOGO

John Millette

Secretary

                    , 2009


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 JAPAN EQUITY FUND

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 Japan Equity Fund’s proxy solicitor, at the special toll-free number we have set up for you 1-866-953-5820 or contact your financial advisor.


PROSPECTUS/PROXY STATEMENT

                    , 2009

 

Acquisition of the assets of:   By and in exchange for shares of:

DWS Japan Equity Fund, a series
of DWS Investors Funds, Inc.

 

DWS International Value Opportunities Fund, a series of DWS International Fund, Inc.

345 Park Avenue

New York, NY 10154

800-621-1048 (Class A, B and C Shares)

800-728-3337 (Class S Shares)

 

345 Park Avenue

New York, NY 10154

800-621-1048 (Class A and C Shares)

800-728-3337 (Class S Shares)

This Prospectus/Proxy Statement is being furnished in connection with the proposed merger of DWS Japan Equity Fund, Inc. (“Japan Equity Fund”) into DWS International Value Opportunities Fund (“International Value Fund”). Japan Equity Fund and International Value 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 Japan Equity Fund will receive a number of full and fractional shares of the corresponding class of International Value Fund equal in aggregate value as of the Valuation Time (as defined below on page     ) to the aggregate value of such shareholder’s Japan Equity Fund shares, with the exception of Class B shareholders of Japan Equity Fund who will receive a number of full and fractional Class A shares of International Value Fund equal in aggregate value as of the Valuation Time to the aggregate value of such shareholder’s Class B shares in Japan Equity Fund.

This Prospectus/Proxy Statement is being mailed on or about                     , 2009. It explains concisely what you should know before voting on the matter described herein or investing in International Value Fund, 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 International Value Fund dated December 1, 2008, as supplemented from time to time, for Class A and C shares, a copy of which, if applicable, is included with this Prospectus/Proxy Statement;

 

  (ii)   the prospectus of International Value Fund dated December 1, 2008, as supplemented from time to time, for Class S shares, a copy of which, if applicable, is included with this Prospectus/Proxy Statement;

 

  (iii)   the prospectus of Japan Equity Fund dated December 1, 2008, as supplemented from time to time, for Class A, B and C shares;

 

  (iv)   the prospectus of Japan Equity Fund dated December 1, 2008, as supplemented from time to time, for Class S shares;

 

1


  (v)   the statement of additional information of Japan Equity Fund dated December 1, 2008, as supplemented from time to time, for Class A, B and C shares;

 

  (vi)   the statement of additional information of Japan Equity Fund dated December 1, 2008, as supplemented from time to time, for Class S shares;

 

  (vii)   the statement of additional information relating to the proposed merger, dated                      2009 (the “Merger SAI”); and

 

  (vii)   the audited financial statements and related independent registered public accounting firm’s report for Japan Equity Fund contained in the Annual Report for the fiscal year ended August 31, 2008.

No other parts of Japan Equity Fund’s Annual Report are incorporated by reference herein.

The financial highlights for International Value Fund contained in the Annual Report to shareholders for the fiscal year ended August 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 (1-800-728-3337 for Class S shares).

Like shares of Japan Equity Fund, shares of International Value 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., Japan Equity Fund’s proxy solicitor, at 1-866-953-5820, 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 Japan Equity 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 Japan Equity Fund into International Value Fund. If approved by shareholders, all of the assets of Japan Equity Fund will be transferred to International Value Fund solely in exchange for the issuance and delivery to Japan Equity Fund of shares of International Value Fund (“Merger Shares”) with an aggregate value equal to the value of Japan Equity Fund’s assets net of liabilities and for the assumption by International Value Fund of all the liabilities of Japan Equity Fund. All Merger Shares delivered to Japan Equity 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 Japan Equity 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 Japan Equity Fund as a result of the merger?

Your shares of Japan Equity Fund will, in effect, be exchanged on a federal income tax-free basis for shares of the same class of International Value Fund with an equal aggregate net asset value as of the Valuation Time (as defined below on page     ), with the exception that Class B shareholders of Japan Equity Fund will receive Class A shares of International Value Fund with an equal aggregate net asset value as of the Valuation Time.

 

3.   Why has the Board of Japan Equity Fund recommended that shareholders approve the merger?

DWS Investments advised the Board that it believes that the proposed merger is in the best interests of DWS Japan Equity Fund for several reasons, noting in particular that DWS Japan Equity Fund’s narrow geographic focus presents limited opportunities to attract new investments to the Fund. As a result, DWS Japan Equity Fund is facing the likely prospect, over time, of declining assets and minimal opportunities to reduce costs through economies of scale. In light of the significant decline of asset flows into actively managed country-specific funds such as DWS Japan Equity Fund, DWS Investments has advised the Board that it no longer wishes to manage a Japan-only open-end fund such as DWS Japan Equity Fund. Further, the fund’s subadviser, Deutsche Asset Management (Japan) Limited (“DeAMJ”) plans to terminate its sub-advisory agreement with DWS Japan Equity Fund during the first half of 2009 due to changes in portfolio management personnel in Japan. Given these considerations, and in order to provide shareholders with a continuity of investment of non-U.S. equity securities within the DWS fund

 

3


family, DWS Investments believes that a merger into DWS International Value Opportunities Fund is the best alternative for shareholders of DWS Japan Equity Fund. Among other benefits, the merger would result in lower management fees and lower operating expenses for shareholders of DWS Japan Equity Fund. In determining to recommend that shareholders of Japan Equity Fund approve the merger, the Board considered, among others, the following factors:

 

   

The merger would be a tax-free reorganization for federal income tax purposes and would provide continuity of investment of non-U.S. equity securities within the DWS fund family for shareholders of Japan Equity Fund, including access to DWS Investments’ international equity investment expertise and preservation of shareholders’ exchange rights into other DWS funds;

 

   

The effective advisory fees paid by the combined fund will be lower at all asset levels as compared to the advisory fees paid by Japan Equity Fund;

 

   

The estimated total operating expense ratios of Class A, Class C and Class S shares of the combined fund were expected to be equal to or lower than the current total operating expense ratios of the corresponding classes of Japan Equity Fund; and that Deutsche Investment Management Americas Inc. (“DIMA” or “Advisor”) has agreed to merge Class B shares of Japan Equity into Class A of International Value Fund and that the estimated total operating expense ratio of Class A shares of the combined fund was expected to be lower than the total operating expense ratio of Class B shares of Japan Equity Fund; and

 

   

Similarities and differences between Japan Equity Fund’s and International Value Fund’s investment objectives, policies and restrictions.

The Board has concluded that: (1) the merger is in the best interests of Japan Equity Fund and (2) the interests of the existing shareholders of Japan Equity 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. Japan Equity Fund seeks high capital appreciation. International Value Fund seeks long-term capital appreciation, with current income as a secondary objective.

Japan Equity Fund normally seeks to achieve its objective by investing at least 80% of its assets, measured at the time a security is purchased, in Japanese equity securities (securities issued by companies organized under the laws of Japan or their affiliates, or by a company that derives more than half of its revenues from Japan). Japan Equity Fund invests primarily in common stocks of companies of any size, including up to 30% of net assets in smaller companies that are traded over-the-counter. Japan Equity Fund’s equity investments are mainly common stocks, but may also include preferred stocks and other securities with equity characteristics, such as convertible securities and warrants.

 

4


International Value Fund normally invests at least 80% of its assets, determined at the time of purchase, in the stocks and other securities with equity characteristics of companies in developed countries outside the United States. Almost all the companies in which International Value Fund invests are based in the developed foreign countries that make up the Morgan Stanley Capital International Europe, Australasia and Far East Index (“MSCI EAFE Index”). International Value Fund may also invest a portion of its assets in companies based in the emerging markets of Latin America, the Middle East, Europe, Asia and Africa if the portfolio managers believe that their return potential more than compensates for the extra risks associated with these markets. Typically, International Value Fund would not hold more than 20% of its net assets in emerging markets. In implementing this overall strategy, International Value Fund may experience a high portfolio turnover rate. International Value Fund’s equity investments are mainly common stocks, but may also include other types of equities such as preferred stocks or convertible securities. International Value Fund may also invest up to 20% of its assets in cash equivalents, US investment-grade fixed-income securities, and US stocks and other equities.

Both Funds are 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. Both Funds 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, Japan Equity Fund may use futures and options, including sales of covered put and call options. In addition, both Funds may lend their investment securities in an amount up to 33 1/3% of their total assets to approved institutional borrowers. Please also see Part II—Investment Strategies and Risk Factors—below for a more detailed comparison of the Funds’ investment policies and restrictions.

 

5


The following table sets forth a summary of the composition of each Fund’s investment portfolio as of February 28, 2009 and DWS Investments’ estimation of the portfolio composition of International Value Fund assuming consummation of the proposed merger.

Portfolio Composition

(as a % of Fund)

Sector Diversification

 

     Japan Equity
Fund
    International
Value Fund
    International Value Fund—
Estimated (assuming
consummation of
merger)(1)
 

Consumer Discretionary

   16.0 %   8.0 %   8.0 %

Consumer Staples

   4.0 %   5.0 %   5.0 %

Energy

   1.0 %   13.0 %   13.0 %

Financials

   11.0 %   10.0 %   10.0 %

Health Care

   6.0 %   12.0 %   12.0 %

Industrials

   19.0 %   23.0 %   23.0 %

Information Technology

   15.0 %   2.0 %   2.0 %

Materials

   19.0 %   7.0 %   7.0 %

Telecom Services

   4.0 %   10.0 %   10.0 %

Utilities

   5.0 %   10.0 %   10.0 %
                  

Total

   100.0 %   100.0 %   100.0 %

 

(1)

 

Reflects DWS Investments’ estimation of the portfolio composition of International Value Fund subsequent to the merger, taking into account that prior to the merger, the investment portfolio of Japan Equity Fund will be liquidated and proceeds will be used to acquire other securities consistent with the current implementation of the investment objective, policies, restrictions and strategies of International Value Fund. There can be no assurance as to actual portfolio composition of International Value Fund subsequent to the merger.

Geographic Diversification

 

     Japan Equity
Fund
    International
Value Fund
    International Value Fund—
Estimated (assuming
consummation of
merger)(1)
 

Europe (excluding the United Kingdom)

   —       68.0 %   68.0 %

United Kingdom

   —       20.0 %   20.0 %

Japan

   100.0 %   3.0 %   3.0 %

United States and Canada

   —       1.0 %   1.0 %

Pacific Basin

   —       6.0 %   6.0 %

Africa

   —       2.0 %   2.0 %

Latin America

   —       —       —    
                  

Total

   100.0 %   100.0 %   100.0 %

 

6


 

(1)

 

Reflects DWS Investments’ estimation of the portfolio composition of International Value Fund subsequent to the merger, taking into account that prior to the merger, substantially all of the investment portfolio of Japan Equity Fund will be liquidated and proceeds will be used to acquire other securities consistent with the current implementation of the investment objective, policies, restrictions and strategies of International Value Fund. There can be no assurance as to actual portfolio composition of International Value Fund subsequent to the merger.

 

5.   How do the management fees and expense ratios of the two Funds compare?

The following tables summarize the fees and expenses you may pay when investing in the Funds, the expenses that each Fund incurred during its most recent fiscal year and the pro forma expense ratios of International Value Fund assuming consummation of the merger as of that date.

As shown below, the merger is expected to result in lower total expense ratios for shareholders of Japan Equity Fund. However, there can be no assurance that the merger will result in expense savings.

Shareholder Fees

(fees paid directly from your investment)

 

Fee Table

   Class A     Class B     Class C     Class S  

Maximum Sales Charge (Load) Imposed on Purchases (as % of offering price)

        

Japan Equity Fund

   5.75 %(1)   None     None     None  

International Value Fund

   5.75 %(1)   N/A (4)   None     None  

Maximum Contingent Deferred Sales Charge (Load) (as% of redemption proceeds)

        

Japan Equity Fund

   None (2)   4.00 %   1.00 %   None  

International Value Fund

   None (2)   N/A (4)   1.00 %   None  

Redemption/Exchange Fee on shares owned less than 15 days (as % of redemption proceeds)(3)

        

Japan Equity Fund

   2.00 %   2.00 %   2.00 %   2.00 %

International Value Fund

   2.00 %   N/A (4)   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.

(4)

 

Class B shares of Japan Equity Fund will be exchanged for Class A shares of International Value Fund as a result of the proposed merger.

 

7


Annual Fund Operating Expenses(1)

(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
 

Japan Equity Fund

           

Class A

  0.85 %   0.24 %   0.65 %(3)   1.74 %   0.00 %   1.74 %

Class B(2)

  0.85 %   1.00 %   0.76 %(3)   2.61 %   0.00 %   2.61 %(2)

Class C

  0.85 %   1.00 %   0.70 %(3)   2.55 %   0.00 %   2.55 %

Class S

  0.85 %   None     0.91 %(3)   1.76 %   0.27 %(4)   1.49 %(4)

International Value Fund

           

Class A

  0.80 %   0.22 %   1.41 %(3)   2.43 %   0.91 %(5)   1.52 %(5)

Class C

  0.80 %   0.97 %   1.39 %(3)   3.16 %   0.89 %(5)   2.27 %(5)

Class S

  0.80 %   None     1.47 %(3)   2.27 %   1.00 %(5)   1.27 %(5)

International Value Fund (Pro forma combined)(7)

           

Class A

  0.80 %   0.24 %   0.70 %(3)(8)   1.74 %   0.22 %(6)   1.52 %(6)

Class C

  0.80 %   1.00 %   0.73 %(3)(8)   2.53 %   0.26 %(6)   2.27 %(6)

Class S

  0.80 %   None     0.93 %(3)(8)   1.73 %   0.46 %(6)   1.27 %(6)

 

(1)

 

The Annual Fund Operating Expenses table is presented as of each Fund’s fiscal year end (August 31, 2008). The pro forma combined figures assume the consummation of the merger on August 31, 2008 and reflect average net asset levels for both Funds for the 12-month period ended August 31, 2008. It is important for you to understand that a decline in either Fund’s average net assets during the current fiscal year due to recent unprecedented market volatility or other factors could cause such Fund’s expense ratios for the Fund’s current fiscal year to be higher than the expense information presented. Based on each Fund’s unaudited semi-annual report dated February 28, 2009, the gross annualized expense ratios of Class A, B, C and S shares of Japan Equity Fund are estimated at 1.97%, 2.96%, 2.86% and 2.13%, respectively, while the gross annualized expense ratios of Class A, C and S shares of International Value Fund are estimated at 3.01%, 3.72% and 2.85%, respectively.

(2)

 

Class B shares of Japan Equity Fund will be exchanged for Class A shares of International Value Fund as a result of the proposed merger.

(3)

 

Includes 0.10% paid to DIMA, the investment manager for the Funds, for administrative and accounting services pursuant to an Administrative Services Agreement.

(4)

 

Through November 30, 2009, 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 Japan Equity Fund’s total operating expenses at 1.49% for Class S shares, excluding certain expenses such as extraordinary expenses, taxes, brokerage and interest.

(5)

 

Through November 30, 2009, 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 International Value Fund’s total operating expenses at 1.52%, 2.27% and 1.27% for Class A, Class C and Class S shares, respectively, excluding certain expenses such as extraordinary expenses, taxes, brokerage and interest.

 

8


(6)

 

Contingent upon completion of the merger, for one year following the merger, 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 International Value Fund’s total operating expenses at 1.52%, 2.27% and 1.27% for Class A, Class C and Class S shares, respectively, excluding certain expenses such as extraordinary expenses, taxes, brokerage and interest.

(7)

 

Pro forma expenses do not include the expenses expected to be borne by Japan Equity Fund in connection with the merger. See pages      and      for additional information on these fees.

(8)

 

Other expenses are estimated, accounting for the effect of the merger.

 

9


Examples

These examples translate the expenses shown in the preceding table into dollar amounts (including the effect of the expense cap for the one year period for Class S shares of Japan Equity Fund and Class A, C and S shares of International Value Fund). 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

Japan Equity Fund

           

Assuming you sold your shares at the end of each period.

           

Class A

   $ 742    $ 1,091    $ 1,464    $ 2,509

Class B(1)

   $ 664    $ 1,111    $ 1,585    $ 2,538

Class C

   $ 358    $ 794    $ 1,355    $ 2,885

Class S

   $ 152    $ 528    $ 929    $ 2,051

Assuming you kept your shares.

           

Class A

   $ 742    $ 1,091    $ 1,464    $ 2,509

Class B(1)

   $ 264    $ 811    $ 1,385    $ 2,538

Class C

   $ 258    $ 794    $ 1,355    $ 2,885

Class S

   $ 152    $ 528    $ 929    $ 2,051

International Value Fund

           

Assuming you sold your shares at the end of each period.

           

Class A

   $ 721    $ 1,207    $ 1,719    $ 3,117

Class C

   $ 330    $ 891    $ 1,577    $ 3,405

Class S

   $ 129    $ 613    $ 1,124    $ 2,528

Assuming you kept your shares.

           

Class A

   $ 721    $ 1,207    $ 1,719    $ 3,117

Class C

   $ 230    $ 891    $ 1,577    $ 3,405

Class S

   $ 129    $ 613    $ 1,124    $ 2,528

International Value Fund (Pro forma combined)

           

Assuming you sold your shares at the end of each period.

           

Class A

   $ 721    $ 1,071    $ 1,445    $ 2,492

Class C

   $ 330    $ 763    $ 1,322    $ 2,846

Class S

   $ 129    $ 500    $ 895    $ 2,003

Assuming you kept your shares.

           

Class A

   $ 721    $ 1,071    $ 1,445    $ 2,492

Class C

   $ 230    $ 763    $ 1,322    $ 2,846

Class S

   $ 129    $ 500    $ 895    $ 2,003

 

(1)

 

Reflects conversion of Class B to Class A shares, which pay lower fees. Conversion occurs six years after purchase.

 

10


The tables below set forth the annual management fee schedules of the Funds, expressed as a percentage of net assets. As of August 31, 2008, International Value Fund and Japan Equity Fund had net assets of $18,942,734 and $90,793,440, respectively (for more current asset levels, please see page [    ]).

The fee schedule for each Fund is as follows:

 

International Value Fund (Pre- and Post Merger)

    

Japan Equity Fund

 

First $500 million

   0.800 %    First $500 million    0.850 %

Next $500 million

   0.780 %    Next $500 million    0.835 %

Next $1 billion

   0.760 %    Next $1 billion    0.820 %

Thereafter

   0.740 %    Thereafter    0.805 %

 

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 Japan Equity Fund or its shareholders as a direct result of the merger. Substantially all of the portfolio assets of Japan Equity Fund are expected to be sold in connection with the merger. The actual tax impact of such sales will depend on the difference between the price at which such portfolio assets are sold and Japan Equity Fund’s basis in such assets. Any capital gains recognized in these sales on a net basis will be distributed to shareholders as capital-gain dividends (to the extent of net realized long-term capital gains distributed) and/or ordinary dividends (to the extent of net realized short-term capital gains distributed) during or with respect to the year of sale, and such distributions will be taxable to shareholders. Additionally, because the merger will end the tax year of Japan Equity Fund, it will accelerate distributions to shareholders from Japan Equity Fund for its short tax year ending on the date of the merger. Those tax year-end distributions will be taxable and will include any capital gains resulting from portfolio turnover prior to the merger that were not previously distributed. At any time prior to the merger, a shareholder may redeem shares of Japan Equity Fund. This would likely result in the recognition of gain or loss to the shareholder for federal income tax purposes if the shareholder holds the shares in a taxable account.

The tax basis and holding period of the shareholders’ Japan Equity Fund shares are expected to carry over to the shareholders’ new shares in International Value Fund.

For a more detailed discussion of the federal income 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?

The merger will not result in a change in dividend policy.

 

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

 

11


identical. However, Class B shareholders of Japan Equity Fund will receive shares of Class A of International Value Fund as a result of the merger, and following the merger will be subject to the procedures for purchasing, redeeming and exchanging shares that apply to Class A shares.

 

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 Japan Equity 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 International Value Fund you receive will equal the aggregate value of the shares of Japan Equity Fund that you hold at the Valuation Time (as defined on page     ). Even though the net asset value per share of each Fund is likely to be different, the total value of each shareholder’s holdings will not change as a result of the merger.

 

11.   What percentage of shareholders’ votes is required to approve the merger?

Approval of the merger will require the affirmative vote of a “1940 Act Majority” of the outstanding voting securities of Japan Equity Fund, as such term is defined by the Investment Company Act of 1940 (the “1940 Act”). For the purpose of the foregoing vote, a “1940 Act Majority” is defined as (a) 67% of the voting securities of the Fund present at the Meeting, if the holders of more than 50% of the outstanding voting securities of the Fund are present or represented by proxy; or (b) more than 50% of the outstanding voting securities of the Fund, whichever is less.

The Directors believe that the proposed merger is in the best interests of Japan Equity 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 International Value Fund, and how do they compare with those of Japan Equity Fund?

Objectives and Strategies.    International Value Fund seeks long-term capital appreciation, with current income as a secondary objective. Under normal circumstances, the Fund invests at least 80% of its assets, determined at the time of purchase, in the stocks and other securities with equity characteristics of companies in developed countries outside the United States. Almost all the companies in which the Fund invests are based in the developed foreign countries that make up the Morgan Stanley Capital International Europe, Australasia and Far East Index (“MSCI EAFE Index”). The Fund may also invest a portion of its assets in companies based in the emerging markets of Latin America, the Middle East, Europe, Asia and Africa if the portfolio managers believe that their return potential more than compensates for the

 

12


extra risks associated with these markets. Typically, the Fund would not hold more than 20% of its net assets in emerging markets. In implementing this overall strategy, the Fund may experience a high portfolio turnover rate. The Fund’s equity investments are mainly common stocks, but may also include other types of equities such as preferred stocks or convertible securities. The Fund may also invest up to 20% of its assets in cash equivalents, US investment-grade fixed-income securities, and US stocks and other equities. The Fund invests for the long term. The portfolio managers employ a value strategy and invest in companies that they believe are undervalued. These are typically companies that have been historically sound but are temporarily out of favor. The Fund intends to invest primarily in companies whose market capitalizations fall within the normal range of the MSCI EAFE Index.

Japan Equity Fund seeks high capital appreciation. Under normal circumstances, the Fund seeks to achieve its objective by investing at least 80% of its assets, measured at the time a security is purchased, in Japanese equity securities (securities issued by companies organized under the laws of Japan or their affiliates, or by a company that derives more than half of its revenues from Japan). The Fund invests primarily in common stocks of companies of any size, including up to 30% of net assets in smaller companies that are traded over-the-counter. The Fund’s equity investments are mainly common stocks, but may also include preferred stocks and other securities with equity characteristics, such as convertible securities and warrants.

The Funds use different investment processes. For International Value Fund, the portfolio managers track several thousand companies to arrive at between 50 to 70 stocks the Fund normally holds. The managers use a variety of quantitative screens to compare a company’s stock price to its book value, cash flow and dividend yield, and analyze individual companies to identify those that are financially sound and appear to have strong potential for long-term growth. After narrowing the investment universe through the use of valuation screens, the portfolio managers’ use of fundamental research tools lies at the heart of the investment process. The portfolio managers’ process brings an added dimension to this fundamental research by drawing on the insight of experts from a range of financial disciplines—regional stocks market specialists, global industry specialists, economists and quantitative analysts. They challenge, refine and amplify each other’s ideas. Their close collaboration is a critical element of the portfolio managers’ investment process.

For Japan Equity Fund, in choosing stocks portfolio management relies most heavily on the following analytical disciplines:

 

   

Bottom-up research. Portfolio management looks for individual companies with a history of above-average growth, strong competitive positioning, attractive prices relative to potential growth, sound financial strength and effective management, among other factors.

 

   

Growth orientation. Portfolio management generally looks for companies that it believes have above-average potential for sustainable growth of revenue or earnings and whose market value appears reasonable in light of their business prospects.

Portfolio management will normally sell a stock when it believes the issuer’s fundamental factors have changed, other investments offer better opportunities or when adjusting the Fund’s emphasis on a given industry.

 

13


Other Investments.    Each Fund is permitted, but is 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 non-hedging purposes to enhance potential gains. 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. In particular, Japan Equity Fund may use futures and options, including sales of covered put and call options.

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 objective without seeking shareholder approval. However, each Fund’s Board will provide shareholders with at least 60 days’ notice prior to making any changes to the Fund’s 80% investment policy as described herein.

As a temporary defensive measure, each Fund could shift up to 100% of its assets into investments such as money market securities. In the alternative, International Value Fund may shift up to 100% of its assets into 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, portfolio management may choose not to use these strategies for various reasons, even in volatile market conditions.

Each Fund may trade securities actively. This could raise transaction costs (thus lowering return) and could mean distributions to shareholders will be taxed at higher federal income tax rates.

Primary Risks.    As with any investment, you may lose money by investing in International Value Fund. Certain risks associated with an investment in International Value Fund are summarized below. Subject to certain exceptions, the risks of an investment in International Value Fund are similar to the risks of an investment in Japan Equity Fund. More detailed descriptions of the risks associated with an investment in International Value Fund can be found in the International Value Fund prospectuses and SAI.

The value of your investment in International Value Fund will change with changes in the values of the investments held by International Value Fund. A wide array of factors can affect those values. In this summary we describe the principal risks that may affect International Value Fund’s investments as a whole. International Value 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 International Value Fund is how stock markets perform. To the extent International Value Fund invests in a particular geographic region, the Fund’s performance may be proportionally affected by that region’s general performance. When stock prices fall,

 

14


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 International Value Fund makes and International Value Fund may not be able to get attractive prices for them. An investment in Japan Equity Fund is subject to a substantially similar risk.

Security Selection Risk.    A risk that pervades all investing is the risk that the securities in the Fund’s portfolio may decline in value.

Foreign Investment Risk.    Foreign investments in either Japan Equity Fund or International Value Fund involve certain special risks, including:

 

   

Political Risk. Some foreign governments have limited the outflow of profits to investors abroad, imposed restrictions on the exchange or export of foreign currency, extended diplomatic disputes to include trade and financial relations, seized foreign investments and imposed higher taxes.

 

   

Information Risk. Companies based in foreign markets are usually not subject to accounting, auditing and financial reporting standards and practices as stringent as those in the US. Therefore, their financial reports may present an incomplete, untimely or misleading picture of a company, as compared to the financial reports required in the US.

 

   

Liquidity Risk. Investments that trade less frequently can be more difficult or more costly to buy, or to sell, than more liquid or active investments. This liquidity risk is a factor of the trading volume of a particular investment, as well as the size and liquidity of the entire local market. On the whole, foreign exchanges are smaller and less liquid than US exchanges.

 

   

Regulatory Risk. There is generally less government regulation of foreign markets, companies and securities dealers than in the US.

 

   

Currency Risk. The fund invests in securities denominated in currencies. Changes in exchange rates between foreign and the US dollar may affect the US dollar value of securities or the income or gain received on these securities.

 

   

Limited Legal Recourse Risk. Legal remedies for investors may be limited than the legal remedies available in the US.

 

   

Trading Practice Risk. Brokerage commissions and other fees are higher for foreign investments than for US. The procedures and rules governing foreign and custody may also involve delays in payment, delivery or recovery of money or investments.

 

   

Taxes. Foreign withholding and certain other taxes may reduce amount of income available to distribute to shareholders of the fund. In addition, special US tax considerations may apply to the fund’s foreign investments.

Emerging Market Risk.    All of the risks of investing in foreign securities are increased in connection with investments in emerging markets securities. In addition, profound social changes and business practices that depart from norms in developed

 

15


countries’ economies have hindered the orderly growth of emerging economies and their markets in the past and have caused instability. High levels of debt tend to make emerging economies heavily reliant on foreign capital and vulnerable to capital flight. Countries with emerging economies are also more likely to experience high levels of inflation, deflation or currency devaluation, which could also hurt their economies and securities markets. For these and other reasons, investments in emerging markets are often considered speculative.

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 International Value 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 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 these derivatives, to the extent employed, will have the intended effect, and their use could cause lower returns or even losses to International Value Fund. The use of derivatives by International Value Fund to hedge risk may reduce the opportunity for gain by offsetting the positive effect of favorable price movements.

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. An investment in Japan Equity Fund is also subject to this risk.

Securities Lending Risk.    Any loss in the market price of securities loaned by International Value 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 International Value Fund’s delegate after a review of relevant facts and circumstances, including the creditworthiness of the borrower. An investment in Japan Equity Fund is also subject to this risk.

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

 

16


highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown in the table.

Calendar Year Total Returns (%)

International Value Fund – Class A Shares

LOGO

For the periods included in the bar chart:

Best Quarter: 6.82% (Q2, 2007)    Worst Quarter: -24.37% (Q3, 2008)

2009 Total Return as of March 31: -13.57%

 

17


Japan Equity Fund – Class A Shares

LOGO

For the periods included in the bar chart:

Best Quarter: 33.98% (Q4, 1999)    Worst Quarter: -23.09% (Q3, 2008)

2009 Total Return as of March 31: -15.14%

Average Annual Total Returns

(for period ended December 31, 2008)

 

     Past
1 year
    Since
Inception*
 

International Value Fund

    

Class A

    

Return before Taxes

   -45.07 %   -11.78 %

Return after Taxes on Distributions

   -45.15     -12.11  

Return after Taxes on Distributions and Sale of Fund Shares

   -28.68 **   -9.72 **

Class C (Return before Taxes)

   -42.12     -10.32  

Class S (Return before Taxes)

   -41.57     -9.46  

MSCI EAFE Index (reflects no deductions for fees, expenses or taxes)

   -43.38     -12.22  

 

*   Inception date for the Fund was July 5, 2006. Index comparison begins on June 30, 2006.
**   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.

 

18


Morgan Stanley Capital International (MSCI) Europe, Australasia and the Far east (EAFE) Index is an unmanaged index that tracks international stock performance in the 21 developed markets of Europe, Australasia and the Far East.

 

     Past
1 year
    Past
5 years
    Past
10 Years
 

Japan Equity Fund

      

Class A

      

Return before Taxes

   -41.05 %   -3.96 %   3.20 %

Return after Taxes on Distributions

   -41.00     -5.68     0.00  

Return after Taxes on Distributions and Sale of Fund Shares

   -26.44 **   -2.96 **   1.94 **

Class B (Return before Taxes)

   -39.86     -3.72     2.88  

Class C (Return before Taxes)

   -38.02     -3.57     3.04  

Class S (Return before Taxes)

   -37.50     -2.67     0.62 *

Tokyo Stock Exchange Stock Price Index (“TOPIX”) (reflects no deductions for fees, expenses or taxes)

   -26.82     0.78     0.94  

 

*   Inception date for Class S was July 15, 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.

Tokyo Stock Exchange Stock Price Index (“TOPIX”) is an unmanaged capitalization-weighted measure (adjusted in US dollars) of all shares listed on the first section of the Tokyo Stock Exchange.

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 (1-800-728-3337 for Class S shares) or visit our Web site at www.dws-investments.com.

III. OTHER INFORMATION ABOUT THE FUNDS

Advisor and Portfolio Managers.    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 Deutsche Bank’s Asset Management division (“DeAM”) and, within the U.S. represents the retail 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

 

19


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.

International Value Fund.    The subadvisor for International 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 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.

International Value 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 individuals handle the day-to-day management of International Value Fund:

Klaus Kaldemorgen is Lead Portfolio Manager for International Value Fund. Mr. Kaldemorgen is a Managing Director of DeAM. He joined DeAM in 1982 and began managing the International Value Fund in 2006.

Carmen Weber is Portfolio Manager for International Value Fund. Ms. Weber is a Director of DeAM. She joined DeAM in 2006 and has over 15 years of investment industry experience, most recently at Metzler. She began managing the International Value Fund in 2006.

International Value Fund’s statement of additional information provides additional information about the portfolio managers’ investments in the Fund, a description of the portfolio managers’ compensation structure and information regarding other accounts the portfolio team members manage.

Japan Equity Fund.    The subadvisor for Japan Equity Fund is Deutsche Asset Management (Japan) Limited (“DeAMJ”), Sanno Park Tower, 2-11-1 Nagatacho, Chiyoda-ku, Tokyo, Japan 100-6173. Under DIMA’s oversight, DeAMJ renders daily investment advisory and management services, including services related to foreign securities, foreign currency transactions and related investments with regard to the Fund’s portfolio. DIMA compensates DeAMJ out of the management fee it receives from the Fund.

The following individual handles the day-to-day management of Japan Equity Fund:

Masaaki Kadota is the Portfolio Manager for Japan Equity Fund. Mr. Kadota is a Vice President of DeAMJ. He joined DeAMJ in 2001 and prior to that worked for five years at J.P. Morgan Securities and STB Asset Management. He began managing Japan Equity Fund in 2009.

 

20


Japan Equity 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.

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 C and Class S shares of International Value Fund and the Class A, Class B, Class C and Class S shares of Japan Equity Fund, and acts as the agent of each Fund in the continuous offering of its shares. International Value Fund has adopted distribution and/or service plans on behalf of the Class A 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 Japan Equity 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 shares of Japan Equity Fund and C shares of each Fund have a 12b-1 plan, under which a distribution fee of 0.75% and a shareholder servicing fee of up to 0.25% are deducted from class assets each year.

Directors and Officers.    The Directors overseeing International Value Fund are the same as the Directors who oversee Japan Equity Fund: Paul K. Freeman (Chair), John W. Ballantine, Henry P. Becton, Dawn-Marie Driscoll, Keith R. Fox, 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 International Value Fund are also the same as those of Japan Equity Fund.

Independent Registered Public Accounting Firm (“Auditor”).     PricewaterhouseCoopers LLP (“PwC”), 125 High Street, Boston, MA 02110 serves as each Fund’s independent registered public accounting firm. PwC audits and reports on each Fund’s annual financial statements, reviews certain regulatory reports and each Fund’s federal income tax returns, and performs other professional accounting, auditing, tax and advisory services when engaged to do so by each Fund.

Charter Documents.

International Value Fund is a series of DWS International Fund, Inc. and Japan Equity Fund is a series of DWS Investors Funds, Inc., each of which is a Maryland corporation. International Value Fund is governed by Articles of Amendment and Restatement effective June 23, 2006, as amended from time to time, its bylaws and Maryland law. Japan Equity Fund is governed by Articles of Amendment and Restatement effective July 28, 1997, as amended from time to time, its bylaws and Maryland law. The charter documents are similar but not identical to one another, and therefore shareholders of the Funds may have different rights. Additional information about each Fund’s charter documents is provided below.

Shares.    The Directors of each Fund have the authority to create additional funds and to designate the relative rights and preferences as between the different funds. The

 

21


Directors also may authorize the division of shares of each 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 (unless granted by the Board of Directors and provided, however, that the Class B shares of the Japan Equity Fund are convertible into Class A shares of the Japan Equity Fund) and are redeemable as described in the SAI and in each Fund’s respective prospectus. Each Fund has the right to involuntarily redeem a shareholder’s shares at any time for any reason the Directors deem appropriate subject to applicable law. The International Value Fund also has the right to convert shares of the Fund or a series of the Fund into shares of another fund or series of DWS International Fund, Inc.

Each share has equal rights with each other share of the same class of the respective 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. However, a separate vote will be taken by the applicable Fund or class of shares of the applicable Fund on matters affecting that particular Fund or class when so required by applicable law, or when the Board of Directors determines that the interests of the applicable Fund or a class of shares of the applicable Fund in the matter differ from the interests of any other fund or class of shares of DWS International Fund, Inc. or DWS Investors Funds, Inc., as applicable. For example, a change in a fundamental investment policy for International Value Fund would be voted upon only by shareholders of International Value Fund, and adoption of a distribution plan of either Fund relating to a particular class of either Fund and requiring shareholder approval would be voted upon only by shareholders of that class.

International Value Fund shareholders of a particular class are not permitted to participate in a derivative or class action lawsuit on behalf of another fund or class or the shareholders of another fund or class.

All consideration received by either Fund for the issue or sale of shares of the Fund together with all assets in which such consideration is invested or reinvested, and all income, earnings, profits and proceeds, including proceeds from the sale, exchange or liquidation of assets, are held and accounted for separately from the other assets of DWS International Fund, Inc. or DWS Investors Funds, Inc., as applicable, subject only to the rights of creditors of the Funds, and belong irrevocably to the applicable Fund for all purposes. The assets and liabilities and the income and expenses attributable to each class of either Fund’s shares shall be determined separately from those of each other class of such Fund’s stock.

International Value Fund Directors have the explicit authority to establish and/or change sales loads or charges, expenses and fees (such as distribution and administrative expenses and administrative, recordkeeping, redemption, and service fees), account size requirements and other rights and provisions applicable to shares of each series or class, in accordance with the 1940 Act. In general, these terms would be disclosed in each Fund’s prospectus.

Shareholder Meetings.    Neither Fund is required to hold annual meetings of shareholders unless required by the 1940 Act. Meetings of shareholders of either Fund may be called by the Board of Directors or the President, and shall be called by 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.

 

22


The quorum for a shareholder meeting of either Fund is the presence in person or by proxy of the holders of one-third of the shares of stock of the Fund entitled to vote at the meeting; shareholder meetings may be adjourned without notice other than announcement at the meeting at which the adjournment is taken, and the meeting may not be adjourned to a date more than 120 days after the original record date without further notice of the adjourned meeting date.

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 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.

Except as required by the 1940 Act or as described above, the Directors of either Fund need not call meetings of the shareholders for the election or reelection of Directors, or to fill vacancies on the Board. Subject to the limits of the 1940 Act, vacancies due to an increase in the number of Directors may be filled by a vote of the majority of the entire Board of Directors and vacancies due to death, resignation, removal disqualification or any other cause may be filled by a majority vote of the remaining Directors. When meetings of either Fund are held to elect Directors, Directors are elected by a plurality vote and there is no cumulative voting in the election of Directors.

Shareholder Liability.    Pursuant to Maryland law, shareholders of International Value Fund and Japan Equity Fund generally have no personal liability for debts or obligations of the Funds or any other series of DWS International Value Fund, Inc. or DWS Investors Funds, Inc., as applicable, as a result of their status as shareholders.

Director Liability.    Each Fund’s Articles of Amendment and Restatement, as amended, provide that the Directors, to the fullest extent permitted by the Maryland General Corporation Law and the 1940 Act, shall not be liable to the applicable Fund or its shareholders for money damages. The By-Laws, as amended, provide that the Fund 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 Fund. 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.

The foregoing is only a summary of the charter documents of International Value Fund and Japan Equity 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.

 

23


IV. INFORMATION ABOUT THE PROPOSED MERGER

General.    The shareholders of Japan Equity Fund are being asked to approve the merger pursuant to an Agreement and Plan of Reorganization between Japan Equity Fund and International Value 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 Japan Equity Fund to International Value Fund in exchange for the assumption by International Value Fund of all the liabilities of Japan Equity Fund and for the issuance and delivery of Merger Shares to Japan Equity Fund equal in aggregate value to the net value of the assets transferred to International Value Fund.

After receipt of the Merger Shares, Japan Equity Fund will distribute the Merger Shares to its shareholders, in proportion to their existing shareholdings, in complete liquidation of Japan Equity Fund, and the legal existence of Japan Equity Fund will be terminated. Each shareholder of Class A, Class C and Class S shares of Japan Equity 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 Japan Equity Fund shares. Shareholders of Class B shares of Japan Equity Fund will receive a number of full and fractional Class A Merger Shares, equal in aggregate value as of the Valuation Time to, the aggregate value of the shareholder’s Class B Japan Equity shares.

Prior to the date of the merger, Japan Equity Fund expects to liquidate substantially all of the fund’s portfolio. Proceeds from the liquidation will be used to acquire securities consistent with the current implementation of investment objective, policies, restrictions and investment strategies of International Value Fund. Japan Equity Fund will subsequently declare a taxable distribution which, together with all previous distributions, will have the effect of distributing to shareholders all of its net investment income and net realized capital gains, if any, through the date of the merger. The sale of such investments may increase the taxable distribution to shareholders of Japan Equity Fund occurring prior to the merger above that which they would have received absent the merger. Japan Equity Fund does not expect to distribute any capital gains as of the exchange date.

The Directors of Japan Equity Fund have unanimously voted 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 a 1940 Act Majority.

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 objective and policies, and the Directors of each Fund may consider such alternatives as may be in the best interests of each Fund.

Background and Board’s Considerations Relating to the Proposed Merger.    DWS Investments proposed the merger to the Board of Japan Equity Fund in January 2009. DWS Investments advised the Board that International Value Fund was the best alternative for shareholders of Japan Equity Fund, noting that Japan Equity Fund’s narrow geographic focus presents limited opportunities to attract new investments to the Fund and that, as a result, Japan Equity Fund faces the likely prospect, over time, of

 

24


declining assets and minimal opportunities to reduce costs through economies of scale. In light of the significant decline of asset flows into actively managed country-specific funds such as Japan Equity Fund, DWS Investments has advised the Board that it no longer wishes to manage a Japan-only open-end fund such as DWS Japan Equity Fund. Further, the fund’s subadviser, Deutsche Asset Management (Japan) Limited (“DeAMJ”) plans to terminate its sub-advisory agreement with Japan Equity Fund during the first half of 2009 due to changes in the portfolio management team in Japan. DWS Investments advised the Board that a merger of Japan Equity Fund into International Value Fund would provide shareholders with the opportunity to invest in a fund with lower management fees and a lower total operating expense ratio and would provide shareholders with a continuity of investment of non-U.S. equity securities within the DWS fund family.

The Directors of Japan Equity Fund conducted a thorough review of the potential implications of the merger on Japan Equity Fund and its 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 DWS Investments.

On March 11, 2009, the Directors of Japan Equity Fund, including all Directors who are not “interested persons” (as defined in the 1940 Act) (“Independent Directors”), unanimously approved the terms of the proposed merger of Japan Equity Fund into International Value Fund. The Directors have also unanimously determined to recommend that the merger be approved by Japan Equity Fund’s shareholders.

In determining to recommend that the shareholders of Japan Equity Fund approve the merger, the Directors considered, among other factors:

 

   

The merger would provide a continuity of investment of non-U.S. equity securities within the DWS fund family for shareholders of Japan Equity Fund, including continued access to DWS Investments’ international equity expertise and preservation of shareholders’ exchange rights into other DWS funds;

 

   

The investment advisory fee schedules for Japan Equity Fund and International Value Fund, and, in particular, 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 Japan Equity Fund;

 

   

The operating expense ratios of Japan Equity Fund and International Value Fund, including a comparison between the expenses of Japan Equity 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 C and Class S shares of the combined fund were expected to be equal to or lower than the current total operating expense ratios of the corresponding classes of Japan Equity Fund; and that DIMA has agreed to merge Class B shares of Japan Equity into Class A of International Value Fund and that the estimated total operating expense ratio of Class A shares of the combined fund was expected to be lower that the total operating expense ratio of Class B of Japan Equity Fund;

 

   

DIMA’s commitment to cap the total operating expense ratio of each class of the combined fund at a level lower than the current total operating expense ratio of each corresponding class of Japan Equity Fund for at least one year following the merger;

 

25


   

DIMA’s commitment to cap expenses to be incurred by Japan Equity Fund in connection with the merger. More specifically, DWS Investments has agreed to bear expenses incurred by Japan Equity Fund in connection with the merger to the extent such expenses exceed the expected cost savings to be realized by shareholders of Japan Equity Fund at the time of the merger during the one-year period following the merger (See “Agreement and Plan of Reorganization” below for additional information regarding this cap);

 

   

Similarities and differences between Japan Equity Fund’s and International Value Fund’s investment objectives, policies and restrictions;

 

   

Various alternatives to the proposed merger (e.g., liquidation of Japan Equity Fund);

 

   

The merger would not result in the dilution of the interests of Japan Equity Fund shareholders and that the terms and conditions of the Agreement were fair and reasonable;

 

   

Services available to shareholders of Japan Equity Fund and International Value Fund are substantially similar on a class-level basis;

 

   

The investment performance of Japan Equity Fund and International Value Fund;

 

   

Prospects for the combined fund to attract additional assets; and

 

   

The federal income tax consequences of the merger on Japan Equity Fund and its shareholders, including the ability of Japan Equity Fund shareholders to defer a tax recognition event if so desired.

Based on all of the foregoing, the Directors concluded that Japan Equity Fund’s participation in the merger would be in the best interests of Japan Equity Fund and would not dilute the interests of Japan Equity Fund’s existing shareholders. The Board of Directors of Japan Equity Fund, including all of the Independent Directors, unanimously recommends that shareholders 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 International Value Fund will acquire all of the assets of Japan Equity Fund solely in exchange for the assumption by International Value Fund of all the liabilities of Japan Equity 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 July 17, 2009, 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.

Japan Equity Fund will transfer all of its assets to International Value Fund, and in exchange, International Value Fund will assume all the liabilities of Japan Equity Fund and deliver to Japan Equity Fund a number of full and fractional Merger Shares having an aggregate net asset value equal to the value of the assets of Japan Equity Fund, less the value of the liabilities of Japan Equity Fund assumed by International Value Fund. After receipt of the Merger Shares, Japan Equity Fund will distribute the Merger Shares to its shareholders, in proportion to their existing shareholdings, in complete liquidation of Japan Equity Fund, and the legal existence of Japan Equity Fund will be terminated.

 

26


Each shareholder of Class A, Class C and Class S shares of Japan Equity 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 to, the aggregate net asset value of the shareholder’s Japan Equity Fund shares. Shareholders of Class B shares of Japan Equity Fund will receive a number of full and fractional Class A Merger Shares equal in aggregate value as of the Valuation Time to the aggregate net asset value of the shareholder’s Class B Japan Equity Fund shares.

This distribution will be accomplished by the establishment of accounts on the share records of International Value Fund in the name of such Japan Equity 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 Japan Equity Fund and of International Value Fund have determined that the interests of each Fund’s shareholders will not be diluted as a result of the transactions contemplated by the Agreement, and the Directors of Japan Equity Fund and of International Value Fund have determined that the proposed merger is in the best interests of each 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 International Value Fund and Japan Equity Fund, (ii) by either party if the merger shall not be consummated by October 31, 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.

If shareholders of Japan Equity Fund approve the merger, DWS Investments has represented that it expects that substantially all of Japan Equity Fund’s portfolio holdings will be liquidated prior to the merger. Proceeds will be reinvested in securities which are consistent with International Value Fund’s current implementation of its investment objective, policies, restrictions and strategies. During this period of liquidation and the subsequent period prior to the merger, Japan Equity Fund may not operate in accordance with its stated investment objective, policies, restrictions and strategies. DWS Investments has estimated that transaction costs in connection with the repositioning of Japan Equity Fund’s portfolio will be approximately $51,000 (“Pre-Merger Transaction Costs”). Japan Equity Fund will bear the Pre-Merger Transaction Costs, subject to the cap described below.

Pursuant to the Agreement, Japan Equity Fund will bear all the expenses of the merger, including the Pre-Merger Transaction Costs, subject to the cap agreed to by DIMA. DIMA has agreed to bear all the expenses of the merger, including the Pre-Merger Transaction Costs, to the extent that the expenses of the merger exceed the estimated total one-year economic benefit expected to be realized by Japan Equity Fund through the merger (calculated immediately prior to the merger). The estimated one-year benefit to Japan Equity Fund shareholders is calculated by analyzing the difference between the estimated one-year total expenses of Japan Equity Fund and the estimated one-year total expenses of the combined fund, in each case based on current expense ratios. The difference between these total expense figures represents the estimated cost savings to shareholders of Japan Equity Fund at the time of the merger for

 

27


one year as a result of the merger. As of February 28, 2009, the estimated one-year economic benefit to Japan Equity Fund was $295,000 and the total estimated expenses of the merger, including the Pre-Merger Transaction Costs, were $276,000. Therefore, based on estimates as of February 28, 2009, the cap agreed to by DIMA is not expected to be triggered and Japan Equity Fund is expected to bear the expenses of the merger. You should note that the above dollar amounts are only estimates and the actual merger costs borne by Japan Equity Fund may be higher or lower. The final estimates will be calculated immediately prior to the merger.

Notwithstanding any of the foregoing, expenses will in any event be paid by the party directly incurring such expenses if and to the extent that the payment by the other party of such expenses would result in the disqualification of such party as a “regulated investment company” within the meaning of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”).

Description of the Merger Shares.    Merger Shares will be issued to Japan Equity Fund’s shareholders in accordance with the Agreement as described above. The Merger Shares are Class A, Class C and Class S shares of International Value Fund.

Japan Equity 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 Japan Equity Fund. In other words, your Merger Shares will be treated as having been purchased on the date you purchased your Japan Equity 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 International Value Fund prospectus, a copy of which was mailed with this Prospectus/Proxy Statement.

Certain Federal Income Tax Consequences.    The merger is intended to qualify for federal income tax purposes as a tax-free reorganization under section 368(a) of the Code. As a condition to each Fund’s obligation to consummate the reorganization, each Fund will receive a tax opinion from Ropes & Gray LLP, tax counsel, to the effect that, although not free from doubt, on the basis of the existing provisions of the Code, US Treasury regulations issued thereunder, current administrative rules, pronouncements and court decisions, for federal income tax purposes:

 

   

The acquisition by International Value Fund of all of the assets of Japan Equity Fund solely in exchange for Merger Shares and the assumption by International Value Fund of all of the liabilities of Japan Equity Fund, followed by the distribution by Japan Equity Fund to its shareholders of Merger Shares in complete liquidation of Japan Equity Fund, all pursuant to the Agreement, will constitute a reorganization within the meaning of Section 368(a) of the Code, and Japan Equity Fund and International Value Fund will each be a “party to a reorganization” within the meaning of Section 368(b) of the Code.

 

   

Under Sections 361 and 357(a) of the Code, no gain or loss will be recognized by Japan Equity Fund upon the transfer of its assets to International Value Fund in exchange for Merger Shares and the assumption of Japan Equity Fund’s liabilities by International Value Fund, or upon the distribution of the Merger Shares by Japan Equity Fund to its shareholders in liquidation.

 

28


   

Under Section 354 of the Code, shareholders of Japan Equity Fund will not recognize gain or loss upon the receipt of Merger Shares solely in exchange for Japan Equity Fund shares.

 

   

Under Section 358 of the Code, the aggregate tax basis of the Merger Shares received by each shareholder of Japan Equity Fund in connection with the reorganization will be the same as the aggregate tax basis of his or her Japan Equity Fund shares exchanged therefor.

 

   

Under Section 1223(1) of the Code, a Japan Equity Fund shareholder’s holding period for his or her Merger Shares will be determined by including the period for which he or she held the Japan Equity Fund shares exchanged therefor, provided that he or she held the Japan Equity Fund shares on the date of the reorganization as capital assets.

 

   

Under Section 1032 of the Code, no gain or loss will be recognized by International Value Fund upon the receipt of the assets of Japan Equity Fund in exchange for the Merger Shares and the assumption by International Value Fund of all the liabilities of Japan Equity Fund.

 

   

Under Section 362(b) of the Code, International Value Fund’s tax basis in the assets received from Japan Equity Fund will be the same as Japan Equity Fund’s tax basis in those assets immediately prior to the transfer.

 

   

Under Section 1223(2) of the Code, International Value Fund’s holding periods in the assets received from Japan Equity Fund will include the periods during which such assets were held by Japan Equity Fund.

 

   

International Value Fund will succeed to and take into account the items of Japan Equity Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Section 381, 382, 383 and 384 of the Code and the regulations thereunder.

Ropes & Gray LLP will express no view with respect to the effect of the merger on any transferred asset as to which any unrealized gain or loss is required to be recognized under federal income tax principles (i) at the end of a taxable year or upon the termination thereof, or (ii) upon the transfer of such asset regardless of whether such a transfer would otherwise be a non-taxable transaction.

The opinion will be based on certain factual certifications made by the officers of International Value Fund and Japan Equity Fund and will also be based on customary assumptions. The opinion will note and distinguish certain published precedent, and it is possible that the Internal Revenue Service could disagree with Ropes & Gray LLP’s opinion.

Opinions of counsel are not binding upon the Internal Revenue Service or the courts. If the merger is consummated but does not qualify as a tax-free reorganization under the Code, a shareholder of Japan Equity Fund would recognize a taxable gain or loss equal to the difference between his or her tax basis in his or her Japan Equity Fund shares and the fair market value of the Merger Shares he or she received. Shareholders of Japan Equity Fund should consult their tax advisors regarding the effect, if any, of the merger in light of their individual circumstances.

 

29


Substantially all of the portfolio assets of Japan Equity Fund are expected to be sold in connection with the merger. The actual tax impact 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 Japan Equity Fund’s tax 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 Japan Equity Fund’s shareholders as capital gain dividends (to the extent of net realized long-term capital gains over net realized short-term capital losses) and/or ordinary dividends (to the extent of net realized short-term capital gains over net realized long-term capital loss and after application of any available capital loss carryforwards) during or with respect to the year of sale and will be taxable to shareholders. Because the merger will end the tax year of Japan Equity Fund, it will accelerate distributions to shareholders from Japan Equity Fund for its short tax year ending on the date of the merger. Those tax year-end distributions will be taxable and will include any capital gains resulting from portfolio turnover prior to the merger. As of February 28, 2009, the capital losses in excess of capital gains of Japan Equity Fund for its final tax year is expected to be $65,000,000 (i.e., 148.39% of net asset value). Since net capital gain or loss will depend on the prices at which portfolio assets are sold prior to the merger, the size of the net capital gain or loss to Japan Equity Fund cannot be calculated precisely at this time. The estimates provided above were determined as of February 28, 2009 and are subject to change. Although Japan Equity Fund does not expect to distribute any capital gains to shareholders for its current year, the disposition of its portfolio assets will start the eight-year period to which the capital losses can be carried forward (subject to the limitations described below) for federal income tax purposes.

Prior to the Closing (as defined in the Agreement), Japan Equity Fund will declare a distribution to shareholders, which, together with all previous distributions, will have the effect of distributing to shareholders all of its investment company taxable income (computed without regard to the deduction for dividends paid), net tax-exempt income, if any, and net realized capital gains (after reduction by any capital loss carryforwards), if any, through the Closing. These distributions will be taxable to shareholders.

A Fund’s ability to carry forward capital losses and to use them to offset future gains may be limited as a result of the merger. First, a Fund’s “pre-merger losses” (including capital loss carryforwards, net current-year capital losses, and unrealized losses that exceed certain thresholds) may become unavailable to offset gains of the combined Fund. Second, one Fund’s pre-merger losses cannot be used to offset unrealized gains in another Fund that are “built in” at the time of the merger and that exceed certain thresholds (“non-de minimis built-in gains”) for five tax years. Third, Japan Equity Fund’s loss carryforwards, as limited under the previous two rules, are permitted to offset only that portion of the income of International Value Fund for the taxable year of the merger that is equal to the portion of International Value Fund’s taxable year that follows the date of the merger (prorated according to number of days). Therefore, in certain circumstances, shareholders of a Fund may pay taxes sooner, or pay more taxes, than they would have had the merger not occurred.

The combined Fund resulting from the merger will have tax attributes that reflect a blending of the tax attributes of the two funds at the time of the merger (including as affected by the rules set forth above). Therefore, the shareholders of Japan Equity Fund receive a proportionate share of any “built-in” (unrealized) gains in International Value Fund’s assets as well as any taxable gains realized by International Value Fund but not distributed to its shareholders prior to the merger, when such gains are eventually distributed by International Value Fund. As a result, shareholders of Japan Equity Fund

 

30


may receive a greater amount of taxable distributions than they would have had the merger not occurred. And any pre-merger losses of Japan Equity Fund (whether realized or unrealized) remaining after the operation of the limitation rules described above will become available to offset capital gains realized after the merger and thus may reduce subsequent capital gain distributions to a broader group of shareholders than would have been the case absent such a merger, such that the benefit of those losses to Japan Equity Fund shareholders may be further reduced relative to what the benefit would have been had the merger not occurred.

The impact of the rules described above will depend on the relative sizes of, and the losses and gains (both realized and unrealized) in, each Fund at the time of the merger and thus cannot be calculated precisely prior to the merger.

The realized and unrealized gains and losses of each Fund at the time of the merger will determine the extent to which the combining Funds’ respective losses, both realized and unrealized, will be available to reduce gains realized by the combined Fund shareholders following the merger, and consequently the extent to which the combined Fund may be required to distribute gains to its shareholders earlier than would have been the case absent the merger.

In addition, the combined Fund may have a higher portfolio turnover rate (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)) than is customary for Japan Equity Fund. The portfolio turnover rate was 197% for International Value Fund and 105% for Japan Equity Fund for the fiscal year ended August 31, 2008. 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).

Although, as noted above, shareholders are not expected to recognize any gain or loss upon the exchange of their shares in the merger, a potential increase in a Fund’s portfolio turnover rate and/or the potential limitations on capital losses available to offset future gains may, in certain circumstances, cause shareholders of a Fund to pay taxes sooner, or pay more taxes, than they would have had the merger not occurred.

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.

 

31


Capitalization.    The following table sets forth the capitalization of each Fund as of February 28, 2009, and of International 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)

 

    Acquiring
DWS
International
Value
Opportunities
Fund
  Acquired
DWS Japan
Equity Fund
  Pro Forma
Adjustments(2)
    Pro Forma
Combined

Net Assets

       

Class A

  $ 4,808,135   $ 14,562,398   2,704,526     $ 22,075,059

Class B

    —     $ 2,823,198   (2,823,198 )   $ 0

Class C

  $ 1,444,885   $ 10,351,914   (70,661 )   $ 11,726,138

Class S

  $ 1,467,073   $ 12,696,791   (86,667 )   $ 14,077,197

Institutional Class

  $ 3,201,077     —     —       $ 3,201,077

Total Net assets

  $ 10,921,170   $ 40,434,301   (276,000 )   $ 51,079,471

Shares outstanding

       

Class A

    809,072     2,445,850   461,040       3,715,962

Class B

    —       485,787   (485,787 )     —  

Class C

    242,518     1,779,164   (54,122 )     1,967,560

Class S

    246,954     2,117,791   5,126       2,369,871

Institutional Class

    539,096     —     —         539,096

Net Asset Value per share

       

Class A

  $ 5.94   $ 5.95   —       $ 5.94

Class B

  $ —     $ 5.81   —       $ —  

Class C

  $ 5.96   $ 5.82   —       $ 5.96

Class S

  $ 5.94   $ 6.00   —       $ 5.94

Institutional Class

  $ 5.94   $ —     —       $ 5.94

 

(1)

 

Assumes the merger had been consummated on February 28, 2009 and is for information purposes only. No assurance can be given as to how many shares of International Value Fund will be received by the shareholders of Japan Equity Fund on the date the merger takes place, and the foregoing should not be relied upon to reflect the number of shares of International Value Fund that actually will be received on or after such date.

(2)

 

Pro Forma adjustments include estimated one-time merger costs of $276,000 expected to be borne by Japan Equity Fund. Pursuant to the Agreement, Japan Equity Fund will bear all the expenses of the merger, including the Pre-Merger Transaction Costs, subject to the cap agreed to by DIMA. DIMA has agreed to bear all the expenses of the merger, including the Pre-Merger Transaction Costs, to the extent that the expenses of the merger exceed the estimated total one-year economic benefit expected to be realized by Japan Equity Fund through the merger (please see page [    ] for a description of how such estimated benefit is calculated). As of February 28, 2009, the estimated one-year economic benefit to Japan Equity Fund was $295,000 and the total estimated expenses of the merger, including the Pre-Merger Transaction Costs, were $276,000. Therefore, based on estimates as of February 28, 2009, the cap agreed to by DIMA is not expected to be triggered and Japan Equity Fund is expected to bear the expenses of the merger. You should note that the above dollar amounts are only estimates and the actual merger costs borne by Japan Equity Fund may be higher or lower.

 

32


The Directors of Japan Equity Fund, a majority of whom are independent Directors, unanimously recommend approval of the merger.

V. INFORMATION ABOUT VOTING AT THE SHAREHOLDER MEETING

General.    This Prospectus/Proxy Statement is furnished in connection with the proposed merger of Japan Equity Fund into International Value Fund and the solicitation of proxies by and on behalf of the Directors of Japan Equity Fund for use at the special meeting of Japan Equity Fund Shareholders (the “Meeting”). The Meeting is to be held on June 19, 2009 at 4:00 pm, 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                     , 2009.

As of April 14, 2009, Japan Equity Fund had the following shares outstanding:

 

Share Class

   Number of
Shares

Class A

   2174860.711

Class B

   471229.636

Class C

   1668870.291

Class S

   2015220.263

Only shareholders of record on April 14, 2009 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 Japan Equity 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 Japan Equity Fund’s shareholders by the Directors of Japan Equity 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 a 1940 Act Majority.

Record Date, Quorum and Method of Tabulation.    Shareholders of record of Japan Equity Fund at the close of business on April 14, 2009 (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 Japan Equity Fund issued and outstanding at the close of business on the Record Date present in person or represented by proxy will constitute a quorum for the Meeting.

 

33


Votes cast by proxy or in person at the Meeting will be counted by persons appointed by Japan Equity 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 April 14, 2009, the officers and Directors of Japan Equity Fund as a group beneficially owned less than 1% of the outstanding shares of Japan Equity Fund and the officers and Directors of International Value Fund as a group beneficially owned less than 1% of the outstanding shares of International Value Fund. To the best of the knowledge of Japan Equity Fund, the following shareholders owned of record or beneficially 5% or more of the outstanding shares of any class of Japan Equity Fund as of such date:

 

Class   

Shareholder Name and Address

  

Percentage Owned

A   

MLPF&S for the sole benefit of its customers

Attn: Fund Adm. (97UE8)

Jacksonville, FL 32246-6484

   23.02%
  

Morgan Stanley & Co.

Harborside Financial Center

Plaza II 3rd Floor

Jersey City, NJ 07311

   8.97%
  

Citigroup Global Markets Inc.

Attn: Peter Booth 7th Floor

New York, NY 10001-2402

   6.42%
  

Wells Fargo Investments LLC

FBO customer accounts

Attn: Mutual Fund Operations

Minneapolis, MN 55402-2323

   5.96%
B   

MLPF&S for the sole benefit of its customers

Attn: Fund Adm. (97UE9)

Jacksonville, FL 32246-6484

   27.15%
  

Citigroup Global Markets Inc.

Attn: Peter Booth 7th Floor

New York, NY 10001-2402

   12.34%
  

Morgan Stanley & Co.

Harborside Financial Center

Plaza II 3rd Floor

Jersey City, NJ 07311

   8.37%

 

34


Class   

Shareholder Name and Address

  

Percentage Owned

C   

MLPF&S for the sole benefit of its customers

Attn: Fund Adm. (9E116)

Jacksonville, FL 32246-6484

   24.42%
  

Citigroup Global Markets Inc.

Attn: Peter Booth 7th Floor

New York, NY 10001-2402

   18.75%
  

Morgan Stanley & Co.

Harborside Financial Center

Plaza II 3rd Floor

Jersey City, NJ 07311

   11.01%
S   

Charles Schwab & Co. Inc.

Attn: Mutual Funds Department

San Francisco, CA 94104-4151

   12.83%
  

State Street Bank & Trust Co.

Cust. FBO

DWS LifeCompass 2020 Fund

Quincy, MA 02171-2105

   8.16%
  

William Eric Holzer

Ho Ho Kus, NJ 07423-1321

   8.14%
  

State Street Bank & Trust Co.

Cust. FBO

DWS LifeCompass 2015 Fund

Quincy, MA 02171-2105

   6.67%
  

Elizabeth S. Dick

c/o E. Dick Smith

Boston, MA 02114-4131

   6.20%

To the best of the knowledge of International Value Fund, the following shareholders owned of record or beneficially 5% or more of the outstanding shares of any class of International Value Fund as of April 14, 2009:

 

Class   

Shareholder Name and Address

  

Percentage Owned

A   

Charles Schwab & Co. Inc. special custody account for the exclusive benefit of customers

Attn: Mutual Funds

San Francisco, CA 94104-4151

   73.9%
  

UBS Financial Services Inc.

FBO Bradley Hill Family

Limited Partnership

Medina, WA 98039-0321

   5.78%
C   

MLPF&S for the sole benefit of its customers

Attn: Fund Adm. (97JS4)

Jacksonville, FL 32246-6484

   31.90%

 

35


Class   

Shareholder Name and Address

  

Percentage Owned

S   

Merrill Lynch Pierce Fenner & Smith for the sole benefit of its customers

Attn: Service Team

Jacksonville, FL 32246-6484

   18.20%
  

LPL Financial

FBO customer accounts

Attn: Mutual Fund Operations

San Diego, CA 92150-9046

   9.12%
  

DWS Trust Company Cust.

for the IRA of Allen A. Cranmer

White Salmon, WA 98672-1432

   7.15%
Institutional   

State Street Bank & Trust Co.

Cust. FBO

DWS LifeCompass 2020 Fund

Quincy, MA 02171-2105

   45.82%
  

State Street Bank & Trust Co.

Cust. FBO

DWS LifeCompass 2015 Fund

Quincy, MA 02171-2105

   39.82%
  

State Street Bank & Trust Co.

Cust. FBO

DWS LifeCompass 2030 Fund

Quincy, MA 02171-2105

   5.98%

Solicitation of Proxies.    In addition to soliciting proxies by mail, certain officers and representatives of Japan Equity 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 $23,560. As the Meeting date approaches, certain shareholders of Japan Equity 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 Japan Equity 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.

 

36


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 1-866-953-5820. 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 Japan Equity Fund, including any additional solicitation made by letter, telephone or telegraph, will be paid by Japan Equity 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

 

37


motion of the chairman of the Meeting, the question of adjournment also may be submitted to a vote of the shareholders and, in such a case, the 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.

 

38


EXHIBIT A

FORM OF AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of this 11th day of March, 2009, by and among DWS International Fund, Inc. (the “Acquiring Corporation”), a Maryland corporation, on behalf of DWS International Value Opportunities Fund (the “Acquiring Fund”), a separate series of the Acquiring Corporation, and DWS Investors Funds, Inc. (the “Acquired Corporation,” and, together with the Acquiring Corporation, each a “Corporation” and collectively the “Corporations”), a Maryland corporation, on behalf of DWS Japan Equity Fund (the “Acquired Fund,” and, together with the Acquiring Fund, each a “Fund” and collectively the “Funds”), a separate series of the Acquired Corporation, and Deutsche Investment Management Americas Inc. (“DIMA”), investment adviser for the Funds (for purposes of section 10.2 of the Agreement only). The principal place of business of the Acquiring Corporation is 345 Park Avenue, New York, NY 10154. The principal place of business of the Acquired Corporation is 345 Park Avenue, New York, NY 10154.

This Agreement is intended to be and is adopted as a plan of reorganization within the meaning of Section 368 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 C and Class S voting shares (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 Class S 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 C and Class S 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 Class S 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 in the case of Class A, Class C and Class S shares of the Acquired Fund and by the net asset value of one Class A Acquiring Fund Share in the case of Class B shares of the Acquired Fund, 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

 

A-1


compensation to the Acquired Corporation’s directors. Class A Acquiring Fund Shares issued in respect of the assets net of any liabilities with respect to the Class A and Class B shares of the Acquired Fund are referred to herein as “Class A-Class A Acquiring Fund Shares” and “Class B-Class A Acquiring Fund Shares”, respectively. All Acquiring Fund Shares delivered to the Acquired Fund shall be delivered at net asset value without a sales load, commission or other similar fee being imposed. Such transactions shall take place at the closing provided for in section 3.1 (the “Closing”).

1.2  The assets of the Acquired Fund to be acquired by the Acquiring Fund (the “Assets”) shall consist of all assets, including, without limitation, all cash, cash equivalents, securities, commodities and futures contracts and dividends or interest or other receivables that are owned by the Acquired Fund and any deferred or prepaid expenses shown on the unaudited statement of assets and liabilities of the Acquired Fund prepared as of the effective time of the Closing in accordance with accounting principles generally accepted in the United States of America (“GAAP”) applied consistently with those of the Acquired Fund’s most recent audited statement of assets and liabilities. The Assets shall constitute at least 90% of the fair market value of the net assets, and at least 70% of the fair market value of the gross assets, held by the Acquired Fund immediately before the Closing (excluding for these purposes assets used to pay the dividends and other distributions paid pursuant to section 1.4).

1.3  The Acquired Fund will endeavor, to the extent practicable, to discharge all of its liabilities and obligations that are accrued prior to the Closing Date as defined in section 3.1.

1.4  On or as soon as practicable prior to the Closing Date, 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 (as defined in Code Section 852, computed without regard to any deduction for dividends paid), and realized net capital gain (as defined in Code Section 1222), 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 in the case of Class C and Class S Acquired Fund Shareholders, Class A-Class A Acquiring Fund Shares received by the Acquired Fund pursuant to section 1.1 in the case of Class A Acquired Fund Shareholders, and Class B-Class A Acquiring Fund Shares received by the Acquired Fund pursuant to section 1.1 in the case of Class B Acquired Fund Shareholders, 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 C and Class S Acquiring Fund Shares to be so credited to the

 

A-2


Class C and Class S Acquired Fund Shareholders, as applicable, shall 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. The aggregate net asset value of Class A-Class A Acquiring Fund Shares to be so credited to Class A shall be equal to the aggregate net asset value of Class A Acquired Fund shares owned by such shareholders as of the Valuation Time. The aggregate net asset value of Class B-Class A Acquiring Fund Shares to be so credited to Class B Acquired Fund Shareholders shall be equal to the aggregate net asset value of Class B Acquired Fund shares 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 Class S 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 statements of additional information for Class A, Class C and Class S shares.

1.7  Any reporting responsibility of the Acquired Fund including, without limitation, the responsibility for filing of regulatory reports, tax returns, or other documents with the Securities and Exchange Commission (the “Commission”), any state securities commission, and any federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Fund.

1.8  All books and records of the Acquired Fund, including all books and records required to be maintained under the Investment Company Act of 1940, as amended (the “1940 Act”), and the rules and regulations thereunder, shall be available to the Acquiring Fund from and after the Closing Date and shall be turned over to the Acquiring Fund as soon as practicable following the Closing Date.

2.  Valuation

2.1  The value of the Assets and the 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 (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 statements of additional information for Class A, Class C and Class S shares, copies of which have been delivered to the Acquired Fund.

2.2  The net asset value of a Class A, Class C and Class S 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 C and Class S Acquiring Fund Shares to be issued (including fractional shares, if any) in consideration for the Assets shall be determined by dividing the value of the Assets net of liabilities with respect to Class C and Class S shares of the Acquired Fund, as the case may be, determined in

 

A-3


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. The number of Class A-Class A Acquiring Fund Shares to be issued (including fractional shares, if any) in consideration for the Assets shall be determined by dividing the value of the Assets net of liabilities with respect to Class A shares of the Acquired Fund, determined in accordance with section 2.1 by the net asset value of a Class A-Class A Acquiring Fund Share, determined in accordance with section 2.2. The number of Class B-Class A Acquiring Fund Shares to be issued (including fractional shares, if any) in consideration for the Assets shall be determined by dividing the value of the Assets net of liabilities with respect to Class B shares of the Acquired Fund, determined in accordance with section 2.1 by the net asset value of a Class B-Class A Acquiring Fund Shares, 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 each 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 July 20, 2009, or such later date as the parties may agree in writing (the “Closing Date”). All acts taking place at the Closing shall be deemed to take place simultaneously as of 9:00 a.m., Eastern time, on the Closing Date, unless otherwise agreed to by the parties. The Closing shall be held at the offices of counsel to the Acquiring Fund, or at such other place and time as the parties may agree.

3.2  The Acquired Fund shall deliver to the Acquiring Fund on the Closing Date a schedule of Assets.

3.3  Brown Brothers Harriman & Co. (“BBH”), 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 BBH, 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 Corporation, on behalf of the Acquired Fund, shall deliver at the Closing

 

A-4


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 Class S 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 of the Acquiring Corporation or Board of Directors of the Acquired Corporation, as applicable (each a “Board”), accurate appraisal of the value of the net assets with respect to the Class A, Class C and Class S shares of the Acquiring Fund or the Class A, Class B, Class C and Class S shares of the Acquired Fund is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored.

3.6  The liabilities of the Acquired Fund shall include all of the Acquired Fund’s liabilities, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable at the Closing Date, and whether or not specifically referred to in this Agreement including but not limited to any deferred compensation to the Acquired Fund’s directors.

4.  Representations and Warranties

4.1  The Acquired Corporation, on behalf of the Acquired Fund, represents and warrants to the Acquiring Fund as follows:

(a)  The Acquired Corporation is a Maryland corporation duly organized and validly existing under the laws of The State of Maryland with power under the Acquired Corporation’s Articles of Amendment and Restatement, as amended or supplemented, 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 a separate series of the Acquired Corporation duly designated in accordance with the applicable provisions of the Acquired Corporation’s Articles of Amendment and Restatement, as amended or supplemented. The Acquired Corporation and Acquired 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 Acquired Corporation or 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;

 

A-5


(b)  The Acquired 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 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 Corporation is not, and the execution, delivery and performance of this Agreement by the Acquired Corporation, on behalf of the Acquired Fund, will not result (i) in violation of Maryland law or of the Acquired Corporation’s Articles of Amendment and Restatement, as amended or supplemented, or By-Laws, (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)  No material litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or to the Acquired Fund’s 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 and is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its business or its ability to consummate the transactions herein contemplated;

(f)  The Statements of Assets and Liabilities, Operations, and Changes in Net Assets, the Financial Highlights, and the Investment Portfolio of the Acquired Fund at and for the fiscal year ended August 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 August 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

 

A-6


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 (as defined in Code Section 852, computed without regard to any deduction for dividends paid by the Acquired Fund) and realized net capital gain (as defined in Code Section 1222) 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 Acquired Fund shares;

(k)  At the Closing Date, the Acquired Fund will have good and marketable title to the Acquired Fund’s assets to be transferred to the Acquiring Fund pursuant to section 1.1 and full right, power, and authority to sell, assign, transfer and deliver such assets hereunder free of any liens or other encumbrances, except those liens or encumbrances as to which the Acquiring Fund has received notice at or prior to the Closing, and upon delivery and payment for such assets, the Acquiring Fund will acquire good and marketable title thereto, subject to no restrictions on the full transfer thereof, including such restrictions as might arise under the 1933 Act and the 1940 Act, except those restrictions as to which the Acquiring Fund has received notice and necessary documentation at or prior to the Closing;

(l)  The execution, delivery and performance of this Agreement will have been duly authorized prior to the Closing Date by all necessary action on the part of the directors of the Acquired Corporation (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 Corporation, on behalf of the Acquired Fund,

 

A-7


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 statements of additional information of the Acquired Fund conform in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder and do not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading; and

(o)  The Registration Statement referred to in section 5.7, insofar as it relates to the Acquired Fund, will, on the effective date of the Registration Statement and on the Closing Date, (i) comply in all material respects with the provisions and regulations of the 1933 Act, the 1934 Act and the 1940 Act, as applicable, and (ii) not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements are made, not materially misleading; provided, however, that the representations and warranties in this section shall not apply to statements in or omissions from the Registration Statement made in reliance upon and in conformity with information that was furnished or should have been furnished by the Acquiring Fund for use therein.

4.2  The Acquiring Corporation, on behalf of the Acquiring Fund, represents and warrants to the Acquired Fund as follows:

(a)  The Acquiring Corporation is a Maryland corporation duly organized and validly existing under the laws of The State of Maryland with power under the Acquiring Corporation’s Articles of Amendment and Restatement, as amended or supplemented, 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 or supplemented. 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;

 

A-8


(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 supplemented, or By-Laws, (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 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)  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 and is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its business or its ability to consummate the transactions herein contemplated;

(f)  The Statements of Assets and Liabilities, Operations, and Changes in Net Assets, the Financial Highlights, and the Investment Portfolio of the Acquiring Fund at and for the fiscal year ended August 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 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 August 31, 2008, 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

 

A-9


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 Acquiring Fund Shares;

(k)  The Acquiring Fund Shares to be issued and delivered to the Acquired Fund, for the account of the Acquired Fund Shareholders, pursuant to the terms of this Agreement, will at the Closing Date have been duly authorized and, when so issued and delivered, will be duly and validly issued and outstanding Acquiring Fund Shares, and will be fully paid and non-assessable;

(l)  At the Closing Date, the Acquiring Fund will have good and marketable title to the Acquiring Fund’s assets, free of any liens or other encumbrances, except those liens or encumbrances as to which the Acquired Fund has received notice at or prior to the Closing;

(m)  The execution, delivery and performance of this Agreement will have been duly authorized prior to the Closing Date by all necessary action on the part of the directors 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

 

A-10


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 statements of additional information with respect to Class A, Class C and Class S of the Acquiring 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;

(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 the declaration and payment of customary dividends and other distributions and 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 Corporation 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 C and Class S 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

 

A-11


to take all other reasonable action necessary to obtain approval of the transactions contemplated herein. Such meeting shall be scheduled for no later than August 12, 2009.

5.4  The Acquired Fund covenants that the Acquiring Fund Shares to be issued hereunder are not being acquired for the purpose of making any distribution thereof other than in accordance with the terms of this Agreement.

5.5  The Acquired Fund covenants that it will assist the Acquiring Fund in obtaining such information as the Acquiring Fund reasonably requests concerning the beneficial ownership of the Acquired Fund shares.

5.6  Subject to the provisions of this Agreement, the Acquiring Fund and the Acquired Fund will each take, or cause to be taken, all actions, and do or cause to be done, all things reasonably necessary, proper, and/or advisable to consummate and make effective the transactions contemplated by this Agreement.

5.7  Each Fund covenants to prepare in compliance with the 1933 Act, the 1934 Act and the 1940 Act the Registration Statement on Form N-14 (the “Registration Statement”) in connection with the meeting of the Acquired Fund Shareholders to consider approval of this Agreement and the transactions contemplated herein. The Acquiring Corporation will file the Registration Statement, including a proxy statement, with the Commission. The Acquired Fund will provide the Acquiring Fund with information reasonably necessary for the preparation of a prospectus, which will include a proxy statement, all to be included in the Registration Statement, in compliance in all material respects with the 1933 Act, the 1934 Act and the 1940 Act.

5.8  The Acquired Fund covenants that it will, from time to time, as and when reasonably requested by the Acquiring Fund, execute and deliver or cause to be executed and delivered all such assignments and other instruments, and will take or cause to be taken such further action as the Acquiring Fund may reasonably deem necessary or desirable in order to vest in and confirm the Acquiring Fund’s title to and possession of all the Assets and otherwise to carry out the intent and purpose of this Agreement.

5.9  The Acquiring Fund covenants to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act and 1940 Act, and such of the state securities laws as it deems appropriate in order to continue its operations after the Closing Date and to consummate the transactions contemplated herein; provided, however, that the Acquiring Fund may take such actions it reasonably deems advisable after the Closing Date as circumstances change.

5.10  The Acquiring Fund covenants that it will, from time to time, as and when reasonably requested by the Acquired Fund, execute and deliver or cause to be executed and delivered all such assignments, assumption agreements, releases, and other instruments, and will take or cause to be taken such further action, as the Acquired Fund may reasonably deem necessary or desirable in order to (i) vest and confirm to the Acquired Fund title to and possession of all Acquiring Fund Shares to be transferred to the Acquired Fund pursuant to this Agreement and (ii) assume all of the liabilities of the Acquired Fund.

5.11  As soon as reasonably practicable after the Closing, the Acquired Fund shall make a liquidating distribution to its shareholders consisting of the Acquiring Fund Shares received at the Closing.

 

A-12


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 Corporations, the Acquiring Fund nor the Acquired 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 Corporations, the Acquiring Fund and the Acquired Fund will take such action, or cause such action to be taken, as is reasonably necessary to enable Ropes & Gray 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 dividends, which, together with all previous such dividends, shall have the effect of distributing to the Acquired Fund Shareholders (i) all of the excess of (x) the Acquired Fund’s investment income excludable from gross income under Section 103 of the Code over (y) the Acquired Fund’s deductions disallowed under Section 265 and 171 of the Code, (ii) all of the Acquired Fund’s investment company taxable income as defined in Code Section 852 (computed without regard to any deduction for dividends paid) and (iii) all of the Acquired Fund’s realized net capital gain (after reduction by any capital loss carryover), in each case for both the current taxable year (which will end on the Closing Date) and immediately preceding taxable year.

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 or 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 or strategies prior to the Closing Date.

6.  Conditions Precedent to Obligations of the Acquired Fund

The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions:

6.1  All representations and warranties of the Acquiring Corporation, on behalf of the Acquiring Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date, with the same force and effect as if made on and as of the Closing Date; and there shall be (i) no pending or threatened litigation brought by any person (other than the Acquired Fund, its adviser or any of their affiliates) against the Acquiring Fund or its investment adviser(s), Board members or officers arising out of this Agreement and

 

A-13


(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, Treasurer or a Vice President, in a form reasonably satisfactory to the Acquired Corporation, on behalf of 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 Ropes & Gray LLP, in a form reasonably satisfactory to the Acquired Fund, and dated as of the Closing Date, to the effect that:

(a)  the Acquiring Corporation is a validly 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 supplemented, or By-laws, as amended; and

(e)  to the knowledge of such counsel, and without any independent investigation, (i) the Acquiring Fund is not subject to any litigation or other proceedings that might have a materially adverse effect on the operations of the Acquiring Fund, (ii) the Acquiring Corporation is registered as an investment company 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 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 Ropes & Gray LLP of customary representations it shall reasonably request of each of the Corporations.

6.4  The Acquiring Corporation, on behalf of 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.

 

A-14


6.5  The Acquiring Corporation shall have entered into an expense cap agreement with DIMA limiting the expenses of Class A, Class C and Class S shares of the Acquiring Fund to 1.52%, 2.27% and 1.27%, respectively, excluding certain expenses such as extraordinary expenses, taxes, brokerage and interest, for a period of one year commencing on 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 Corporation, on behalf of 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 Corporation, on behalf 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, directors 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 Corporation, on behalf of 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 Corporation.

7.3  The Acquired Corporation, on behalf of the Acquired Fund, shall have delivered to the Acquiring Fund on the Closing Date a certificate executed in its name by the Acquired Corporation’s President, Treasurer 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 Corporation with respect to 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 Ropes & Gray LLP, in a form reasonably satisfactory to the Acquiring Fund, and dated as of the Closing Date, to the effect that:

(a)  the Acquired Corporation is a validly existing corporation;

(b)  the Acquired Fund has the power to carry on its business as presently conducted in accordance with the description thereof in the Acquired Corporation’s registration statement under the 1940 Act;

(c)  the Agreement has been duly authorized, executed and delivered by the Acquired Corporation, on behalf of the Acquired Fund, and constitutes a valid and legally binding obligation of the Acquired Corporation, on behalf of the Acquired Fund, enforceable in accordance with its terms, subject to bankruptcy,

 

A-15


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 Acquired Corporation, on behalf of the Acquired Fund, did not, and the issuance of Acquired Fund Shares pursuant to the Agreement will not, violate the Acquired Corporation’s Articles of Amendment and Restatement, as amended or supplemented, or By-laws, as amended; and

(e)  to the knowledge of such counsel, and without any independent investigation, (i) 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 Acquiring Corporation 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 The State of Maryland for the transfer of the Acquired Fund’s assets and liabilities for Acquiring Fund Shares pursuant to the Agreement, have been obtained or made.

The delivery of such opinion is conditioned upon receipt by Ropes & Gray LLP of customary representations it shall reasonably request of each of the Corporations.

7.5  The Acquired Corporation, on behalf of 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 Corporation’s Articles of Amendment and Restatement, as amended or supplemented, and By-Laws, applicable Maryland law and the 1940 Act, and certified copies of the resolutions evidencing such approval shall have been delivered to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the conditions set forth in this section 8.1.

8.2  On the Closing Date, no action, suit or other proceeding shall be pending or to its knowledge threatened before any court or governmental agency in which it is sought to restrain or prohibit, or obtain material damages or other relief in connection with, this Agreement or the transactions contemplated herein.

8.3  All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities deemed necessary by the Acquiring Fund or the Acquired Fund to permit consummation, in all material respects, of the

 

A-16


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 Ropes & Gray 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, although not free from doubt, on the basis of the existing provisions of the Code, US Treasury regulations issued thereunder, current administrative rules, pronouncements and court decisions, for federal income tax purposes:

(a)  the acquisition by the Acquiring Fund of all of the assets of the Acquired Fund solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of all of the liabilities of the Acquired Fund, followed by the distribution by the Acquired Fund to its shareholders of Acquiring Fund Shares in complete liquidation of the Acquired Fund, all pursuant to the Agreement, will constitute a reorganization within the meaning of Section 368(a) of the Code, and the Acquired Fund and the Acquiring Fund will each be a “party to a reorganization” within the meaning of Section 368(b) of the Code;

(b)  under Sections 361 and 357(a) of the Code, no gain or loss will be recognized by the Acquired Fund upon the transfer of its assets to the Acquiring Fund in exchange for Acquiring Fund Shares and the assumption of the Acquired Fund’s liabilities by the Acquiring Fund, or upon the distribution of the Acquiring Fund Shares by the Acquired Fund to its shareholders in liquidation;

(c)  under Section 354 of the Code, shareholders of the Acquired Fund will not recognize gain or loss upon the receipt of Acquiring Fund Shares solely in exchange for Acquired Fund shares;

(d)  under Section 358 of the Code, the aggregate tax basis of the Acquiring Fund Shares received by each shareholder of the Acquired Fund in connection with the reorganization will be the same as the aggregate tax basis of his or her the Acquired Fund shares exchanged therefor;

(e)  under Section 1223(1) of the Code, an Acquired Fund shareholder’s holding period for his or her Acquiring Fund Shares will be determined by including the period for which he or she held the Acquired Fund shares exchanged therefor, provided that he or she held the Acquired Fund shares on the date of the reorganization as capital assets;

(f)  under Section 1032 of the Code, no gain or loss will be recognized by the Acquiring Fund upon the receipt of the assets of the Acquired Fund in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the liabilities of the Acquired Fund;

(g)  under Section 362(b) of the Code, the Acquiring Fund’s tax basis in the assets received from the Acquired Fund will be the same as the Acquired Fund’s tax basis in those assets immediately prior to the transfer;

 

A-17


(h)  under Section 1223(2) of the Code, the Acquiring Fund’s holding periods in the assets received from the Acquired Fund will include the periods during which such assets were held by the Acquired Fund;

(i)  the Acquiring Fund will succeed to and take into account the items of the Acquired Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Section 381, 382, 383 and 384 of the Code and the regulations thereunder.

The opinion will express no view with respect to the effect of the merger on any transferred asset as to which any unrealized gain or loss is required to be recognized under federal income tax principles (i) at the end of a taxable year or upon the termination thereof, or (ii) upon the transfer of such asset regardless of whether such a transfer would otherwise be a non-taxable transaction.

The delivery of such opinion is conditioned upon receipt by Ropes & Gray LLP of certain factual certifications made by the officers of the Acquiring Corporation and the Acquired Corporation. 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 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 Acquired 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 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 Corporation, on behalf of the Acquired Fund, each 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  Except as provided herein, 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 sale and purchase of assets as directed by the Acquiring Fund prior to the date of the Reorganization

 

A-18


(“Pre-Organization Transaction Costs”). DIMA agrees to bear expenses incurred by the Acquired Fund in connection with the Reorganization, including any Pre-Organization Transaction Costs, to the extent that such expenses exceed the estimated total one-year benefit of the Reorganization to the Acquired Fund, as calculated immediately prior to the Closing. Expenses will in any event be paid by the Fund directly incurring such expenses if and to the extent that the payment by the other Fund of such expenses would result in the disqualification of such Fund as a regulated investment company within the meaning of Section 851 of the Code.

11.  Entire Agreement

The Acquiring Corporation, on behalf of the Acquiring Fund, and the Acquired Corporation, on behalf of 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 shall not have occurred on or before October 31, 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, NY 10154, with a copy to Ropes & Gray LLP, One International Place, Boston, Massachusetts, 02110-2624, Attention: John W. Gerstmayr, Esq., or to the Acquiring Fund, 345 Park Avenue, New York, NY 10154, with a copy to Ropes & Gray LLP, One International Place, Boston, Massachusetts,

 

A-19


02110-2624, Attention: John W. Gerstmayr, 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 any Corporation hereunder shall not be binding upon any of the directors, shareholders, nominees, officers, agents, or employees of such Corporation or the Funds personally, but bind only the respective property of the Acquiring Fund or Acquired Fund, as applicable, as provided in such Corporation’s Articles of Amendment and Restatement, as amended or supplemented. Moreover, no series of a Corporation other than the applicable Fund shall be responsible for the obligations of such Corporation hereunder, and all persons shall look only to the assets of the applicable Fund to satisfy the obligations of any Corporation hereunder. The execution and the delivery of this Agreement have been authorized by the Corporations’ directors, on behalf of the Funds, and this Agreement has been signed by authorized officers of the Corporations 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 applicable Fund, as provided in such Corporation’s Articles of Amendment and Restatement, as amended or supplemented.

15.5  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 Corporations 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.

15.6  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-20


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 INTERNATIONAL FUND, INC., on behalf of DWS International Value Opportunities Fund

 

   

By:

 

 

Secretary    

Its:

 
Attest:     DWS INVESTORS FUNDS, INC., on behalf of DWS Japan Equity Fund

 

    By:  

 

Secretary     Its:  
AGREED TO AND ACKNOWLEDGED ONLY WITH RESPECT TO SECTION 10.2 HERETO      
DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC.      
By:  

 

     
Its:        
By:  

 

     
Its:        

 

A-21


EXHIBIT B

FINANCIAL HIGHLIGHTS

DWS International Value Opportunities Fund Class A

 

    Years Ended August 31,  
    2008     2007     2006a  

Selected Per Share Data

     

Net asset value, beginning of period

  $ 12.27     $ 10.25     $ 10.00  

Income (loss) from investment operations:

     

Net investment income (loss)b

    .14       .19       .02  

Net realized and unrealized gain (loss)

    (1.41 )     1.93       .23  

Total from investment operations

    (1.27 )     2.12       .25  

Less distributions from:

     

Net investment income

    (.09 )     (.10 )     —    

Net realized gains

    (.25 )     —         —    

Total distributions

    (.34 )     (.10 )     —    

Redemption fees

    .00 ***     .00 ***     —    

Net asset value, end of period

  $ 10.66     $ 12.27     $ 10.25  

Total Return (%)c,d

    (10.72 )     20.67       2.50 **

Ratios to Average Net Assets and Supplemental Data

     

Net assets, end of period ($ millions)

    5       3       1  

Ratio of expenses before expense reductions (%)

    2.43       4.51       9.51 *

Ratio of expenses after expense reductions (%)

    1.61 e     2.05 e     1.56 *

Ratio of net investment income (loss) (%)

    1.17       1.62       1.74 *

Portfolio turnover rate (%)

    197       127       7 **

 

a

 

For the period from July 5, 2006 (commencement of operations) to August 31, 2006.

b

 

Based on average shares outstanding during the period.

c

 

Total return does not reflect the effect of any sales charges.

d

 

Total returns would have been lower had certain expenses not been reduced.

e

 

Ratio includes interest expense incurred on foreign cash overdrafts. Interest income earned on domestic cash balances is included in income from investment operations. The ratio of expenses after expense reductions excluding interest expense was 1.57% and 1.51% for the years ended August 31, 2008 and 2007, respectively.

*

 

Annualized

**

 

Not annualized

***

 

Amount is less than $.005.

 

B-1


DWS International Value Opportunities Fund Class C

 

    Years Ended August 31,  
    2008     2007     2006a  

Selected Per Share Data

     

Net asset value, beginning of period

  $ 12.25     $ 10.23     $ 10.00  

Income (loss) from investment operations:

     

Net investment income (loss)b

    .05       .10       .01  

Net realized and unrealized gain (loss)

    (1.41 )     1.93       .22  

Total from investment operations

    (1.36 )     2.03       .23  

Less distributions from:

     

Net investment income

    —         (.01 )     —    

Net realized gains

    (.25 )     —         —    

Total distributions

    (.25 )     (.01 )     —    

Redemption fees

    .00 ***     .00 ***     —    

Net asset value, end of period

  $ 10.64     $ 12.25     $ 10.23  

Total Return (%)c,d

    (11.43 )     19.90       2.30 **

Ratios to Average Net Assets and Supplemental Data

     

Net assets, end of period ($ millions)

    3       3       1  

Ratio of expenses before expense reductions (%)

    3.16       5.31       10.26 *

Ratio of expenses after expense reductions (%)

    2.37 e     2.85 e     2.31 *

Ratio of net investment income (loss) (%)

    .41       .82       .99 *

Portfolio turnover rate (%)

    197       127       7 **

 

a

 

For the period from July 5, 2006 (commencement of operations) to August 31, 2006.

b

 

Based on average shares outstanding during the period.

c

 

Total return does not reflect the effect of any sales charges.

d

 

Total returns would have been lower had certain expenses not been reduced.

e

 

Ratio includes interest expense incurred on foreign cash overdrafts. Interest income earned on domestic cash balances is included in income from investment operations. The ratio of expenses after expense reductions excluding interest expense was 2.32% and 2.31% for the years ended August 31, 2008 and 2007, respectively.

*

 

Annualized

**

 

Not annualized

***

 

Amount is less than $.005.

 

B-2


DWS International Value Opportunities Fund Class S

 

    Years Ended August 31,  
    2008     2007     2006a  

Selected Per Share Data

     

Net asset value, beginning of period

  $ 12.27     $ 10.25     $ 10.00  

Income (loss) from investment operations:

     

Net investment income (loss)b

    .17       .21       .03  

Net realized and unrealized gain (loss)

    (1.41 )     1.94       .22  

Total from investment operations

    (1.24 )     2.15       .25  

Less distributions from:

     

Net investment income

    (.11 )     (.13 )     —    

Net realized gains

    (.25 )     —         —    

Total distributions

    (.36 )     (.13 )     —    

Redemption fees

    .00 ***     .00 ***     —    

Net asset value, end of period

  $ 10.67     $ 12.27     $ 10.25  

Total Return (%)c

    (10.62 )     21.07       2.50 **

Ratios to Average Net Assets and Supplemental Data

     

Net assets, end of period ($ millions)

    4       4       1  

Ratio of expenses before expense reductions (%)

    2.27       4.33       9.44 *

Ratio of expenses after expense reductions (%)

    1.37 d     1.85 d     1.31 *

Ratio of net investment income (loss) (%)

    1.41       1.82       1.99 *

Portfolio turnover rate (%)

    197       127       7 **

 

a

 

For the period from July 5, 2006 (commencement of operations) to August 31, 2006.

b

 

Based on average shares outstanding during the period.

c

 

Total returns would have been lower had certain expenses not been reduced.

d

 

Ratio includes interest expense incurred on foreign cash overdrafts. Interest income earned on domestic cash balances is included in income from investment operations. The ratio of expenses after expense reductions excluding interest expense was 1.32% and 1.31% for the years ended August 31, 2008 and 2007, respectively.

*

 

Annualized

**

 

Not annualized

***

 

Amount is less than $.005.

 

B-3


I.

   SYNOPSIS    3

II.

   INVESTMENT STRATEGIES AND RISK FACTORS    12

III.

   OTHER INFORMATION ABOUT THE FUNDS    19

IV.

   INFORMATION ABOUT THE PROPOSED MERGER    24

V.

   INFORMATION ABOUT VOTING AT THE SHAREHOLDER MEETING    33

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 1-866-953-5820.

 

 

JPN-041409


    VOTING OPTIONS:
    LOGO   

VOTE ON THE INTERNET

Log on to:

www.proxy-direct.com

Follow the on-screen instructions

available 24 hours

    LOGO   

VOTE BY PHONE

Call 1-866-241-6192

Follow the recorded instructions

available 24 hours

    LOGO   

VOTE BY MAIL

Vote, sign and date this Proxy

Card and return in the

postage-paid envelope

    LOGO   

VOTE IN PERSON

Attend Shareholder Meeting

345 Park Avenue, 27th Floor

New York, NY 10154

on June 19, 2009

Please detach at perforation before mailing.

 

LOGO     PROXY CARD
  DWS JAPAN EQUITY FUND  
  DWS INVESTORS FUND, INC.  
  PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS  
  345 Park Avenue, 27th Floor, New York, New York 10154  
280 Oser Avenue   4:00 p.m., Eastern time, on June 19, 2009  
Hauppauge, NY 11788-3610  

The undersigned hereby appoint(s) J. Christopher Jackson, John Millette and Rita Rubin, and each of them, with full power of substitution, as proxy or proxies of the undersigned to vote all shares of the Fund that the undersigned is entitled in any capacity to vote at the above-stated Special Meeting of Shareholders, and at any and all adjournments or postponements thereof (the “Special Meeting”), on the matter set forth in the Notice of a Special Meeting of Shareholders and on this Proxy Card, and, in their discretion, upon all matters incident to the conduct of the Special Meeting and upon such other matters as may properly be brought before the Special Meeting. This proxy revokes all prior proxies given by the undersigned.

All properly executed proxies will be voted as directed. If no instructions are indicated on a properly executed proxy, the proxy will be voted FOR approval of the Proposal. All ABSTAIN votes will be counted in determining the existence of a quorum at the Special Meeting. Receipt of the Notice of a Special Meeting of Shareholders and the related Proxy Statement is hereby acknowledged.

 

    VOTE VIA THE INTERNET: www.proxy-direct.com
   

VOTE VIA THE TELEPHONE: 1-866-241-6192

 

 

           
           
   

 

Note: Joint owners should EACH sign. Please sign EXACTLY as your name(s) appears on this proxy card. When signing as attorney, trustee, executor, administrator, guardian or corporate officer, please give your FULL title as such.

   

 

    Signature(s) (Title(s), if applicable)
   

 

    Date   JEF_20093_032309    


Important Notice Regarding the Availability of Proxy Materials for the DWS Japan Equity Fund

Special Shareholder Meeting to Be Held on June 19, 2009.

The Proxy Statement for this meeting is available at: https://www.proxy-direct.com/dws20093

Please detach at perforation before mailing.

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 Japan Equity Fund (“Japan Equity Fund”) to DWS International Value Opportunities Fund (“International Value Fund”), in exchange for shares of International Value Fund and the assumption by International Value Fund of all the liabilities of Japan Equity Fund, and the distribution of such shares, on a tax-free basis for federal income tax purposes, to the shareholders of Japan Equity Fund in complete liquidation and termination of Japan Equity Fund.   ¨   ¨   ¨

UNLESS VOTING BY TELEPHONE OR INTERNET, PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

NO POSTAGE REQUIRED.

JGI_20093_032309




                                DECEMBER 1, 2008

                                   PROSPECTUS
                              ------------------
                                CLASSES A AND C

                   DWS INTERNATIONAL VALUE OPPORTUNITIES 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.

                                                 RESHAPING INVESTING. [DWS Logo]
                                                             Deutsche Bank Group




CONTENTS

HOW THE FUND WORKS
  4      The Fund's Main Investment
         Strategy
  5      The Main Risks of Investing in
         the Fund
  9      The Fund's Performance
         History
 11      How Much Investors Pay
 13      Other Policies and Secondary
         Risks
 14      Who Manages and Oversees
         the Fund
 18      Financial Highlights

HOW TO INVEST IN THE FUND
 21      Choosing a Share Class
 26      How to Buy Class A and C
         Shares
 27      How to Exchange or Sell
         Class A and C Shares
 30      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
objective, the main strategies it uses to pursue that objective 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 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-INVESTMENTS.COM (the
Web site does not form a part of this prospectus).




                                                 Class A    Class C
  ticker symbol                                  DNVAX      DNVCX
    fund number                                  455        755

    DWS INTERNATIONAL VALUE OPPORTUNITIES 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 its
            assets, determined at the time of purchase, in the stocks and other
            securities with equity characteristics of companies in developed
            countries outside the United States. Almost all the companies in
            which the fund invests are based in the developed foreign countries
            that make up the Morgan Stanley Capital International Europe,
            Australasia and Far East Index ("MSCI EAFE (Reg. TM) Index"). The
            fund may also invest a portion of its assets in companies based in
            the emerging markets of Latin America, the Middle East, Europe,
            Asia and Africa if the portfolio managers believe that their return
            potential more than compensates for the extra risks associated with
            these markets. While the portfolio managers have invested in
            emerging markets in the past, under normal market conditions they
            do not consider this a central element of the fund's strategy.
            Typically, the fund would not hold more than 20% of its net assets
            in emerging markets. In implementing this overall strategy, the
            fund may experience a high portfolio turnover rate. The fund's
            equity investments are mainly common stocks, but may also include
            other types of equities such as preferred stocks or convertible
            securities. The fund may also invest up to 20% of its assets in
            cash equivalents, US investment-grade fixed-income securities, and
            US stocks and other equities.

            The fund invests for the long term. The portfolio managers employ a
            value strategy and invest in companies that they believe are
            undervalued. These are typically companies that have been
            historically sound but are temporarily out of favor. The fund
            intends to invest primarily in companies whose market
            capitalizations fall within the normal range of the MSCI EAFE (Reg.
            TM) Index.

4 | DWS International Value Opportunities Fund




            The portfolio managers track several thousand companies to arrive
            at between 50 to 70 stocks the fund normally holds. The managers
            use a variety of quantitative screens to compare a company's stock
            price to its book value, cash flow and dividend yield, and analyze
            individual companies to identify those that are financially sound
            and appear to have strong potential for long-term growth.

            After narrowing the investment universe through the use of
            valuation screens, the portfolio managers' use of fundamental
            research tools lies at the heart of the investment process. The
            portfolio managers' process brings an added dimension to this
            fundamental research by drawing on the insight of experts from a
            range of financial disciplines - regional stock market specialists,
            global industry specialists, economists and quantitative analysts.
            They challenge, refine and amplify each other's ideas. Their close
            collaboration is a critical element of the portfolio managers'
            investment process.

            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.

            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, an important factor
            with this fund is how stock markets perform. To the extent that the
            fund invests in a particular geographic region, the fund's
            performance may be proportionately affected by that region's
            general performance. When stock prices fall, you should expect the
            value of your investment to fall as well.

                                 DWS International Value Opportunities Fund  | 5




            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
            attractive prices 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.

            FOREIGN INVESTMENT RISK. Foreign investments involve certain
            special risks, including:

            -  POLITICAL RISK. Some foreign governments have limited the
               outflow of profits to investors abroad, imposed restrictions on
               the exchange or export of foreign currency, extended diplomatic
               disputes to include trade and financial relations, seized
               foreign investments and imposed higher taxes.

            -  INFORMATION RISK. Companies based in foreign markets are usually
               not subject to accounting, auditing and financial reporting
               standards and practices as stringent as those in the US.
               Therefore, their financial reports may present an incomplete,
               untimely or misleading picture of a company, as compared to the
               financial reports required in the US.

            -  LIQUIDITY RISK. Investments that trade less frequently can be
               more difficult or more costly to buy, or to sell, than more
               liquid or active investments. This liquidity risk is a factor of
               the trading volume of a particular investment, as well as the
               size and liquidity of the entire local market. On the whole,
               foreign exchanges are smaller and less liquid than US exchanges.
               This can make buying and selling certain investments more
               difficult and costly. Relatively small transactions in some
               instances can have a disproportionately large effect on the
               price and supply of securities. In certain situations, it may
               become virtually impossible to sell an investment in an orderly
               fashion at a price that approaches portfolio management's
               estimate of its value. For the same reason, it may at times be
               difficult to value the fund's foreign investments.

THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS

The fund is designed for investors who are seeking capital appreciation and are
willing to accept the risks of investing in the stocks of foreign companies.

6 | DWS International Value Opportunities Fund




            -  REGULATORY RISK. There is generally less government regulation
               of foreign markets, companies and securities dealers than in the
               US.

            -  CURRENCY RISK. The fund invests in securities denominated in
               foreign currencies. Changes in exchange rates between foreign
               currencies and the US dollar may affect the US dollar value of
               foreign securities or the income or gain received on these
               securities.

            -  LIMITED LEGAL RECOURSE RISK. Legal remedies for investors may be
               more limited than the legal remedies available in the US.

            -  TRADING PRACTICE RISK. Brokerage commissions and other fees are
               generally higher for foreign investments than for US
               investments. The procedures and rules governing foreign
               transactions and custody may also involve delays in payment,
               delivery or recovery of money or investments.

            -  TAXES. Foreign withholding and certain other taxes may reduce
               the amount of income available to distribute to shareholders of
               the fund. In addition, special US tax considerations may apply
               to the fund's foreign investments.

            EMERGING MARKET RISK. All of the risks of investing in foreign
            securities are increased in connection with investments in emerging
            markets securities. In addition, profound social changes and
            business practices that depart from norms in developed countries'
            economies have hindered the orderly growth of emerging economies
            and their markets in the past and have caused instability. High
            levels of debt tend to make emerging economies heavily reliant on
            foreign capital and vulnerable to capital flight. Countries with
            emerging economies are also more likely to experience high levels
            of inflation, deflation or currency devaluation, which could also
            hurt their economies and securities markets. For these and other
            reasons, investments in emerging markets are often considered
            speculative.

            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

                                 DWS International Value Opportunities Fund  | 7




            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.

            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.

            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.

8 | DWS International Value Opportunities 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 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 Class 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 International Value Opportunities 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.)

15.52
2007

2008 TOTAL RETURN AS OF SEPTEMBER 30: -29.55%
FOR THE PERIOD INCLUDED IN THE BAR CHART:
BEST QUARTER: 6.82%, Q2 2007                  WORST QUARTER: 1.65%, Q4 2007

                                 DWS International Value Opportunities Fund  | 9




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                         8.88            16.50
   Return after Taxes on Distributions         8.24            15.91
   Return after Taxes on Distributions
   and Sale of Fund Shares                     6.13            13.90
 CLASS C (Return before Taxes)                14.59            20.31
 MSCI EAFE INDEX (reflects no
 deductions for fees, expenses or
 taxes)                                       11.17            17.58

 *   Inception date for the fund was July 5, 2006. Index comparison begins on
     June 30, 2006.

     Total returns would have been lower if operating expenses hadn't been
reduced.

 MORGAN STANLEY CAPITAL INTERNATIONAL EUROPE, AUSTRALASIA AND THE FAR EAST
 (MSCI EAFE (Reg. TM)) INDEX is an unmanaged index that tracks international
 stock performance in the 21 developed markets of Europe, Australasia and the
 Far East.

--------------------------------------------------------------------------------
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-investments.com.

--------------------------------------------------------------------------------
Return information assumes that fund shares were sold at the end of the period.

RETURN AFTER TAXES ON DISTRIBUTIONS 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 reflects taxes on
both the fund's distributions and a shareholder's gain or loss from selling
fund shares.

10 | DWS International Value Opportunities 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 C
 SHAREHOLDER FEES, paid directly from your investment
________________________________________________________________________________
 Maximum Sales Charge (Load) Imposed
 on Purchases (as % of offering price)                5.75%1             None
 Maximum Contingent Deferred Sales
 Charge (Load) (as % of redemption
 proceeds)                                            None2              1.00%
 Redemption/Exchange fee on shares
 owned less than 15 days (as % of
 redemption proceeds)3                               2.00                 2.00

 ANNUAL OPERATING EXPENSES, deducted from fund assets
________________________________________________________________________________
 Management Fee                                      0.80  %              0.80%
 Distribution/Service (12b-1) Fee                    0.22                 0.97
 Other Expenses4                                     1.41                 1.39
 TOTAL ANNUAL OPERATING EXPENSES                     2.43                 3.16
 Less Fee Waiver/Expense
 Reimbursement                                       0.91                 0.89
 NET ANNUAL OPERATING EXPENSES5                      1.52                 2.27

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 November 30, 2009, the Advisor has contractually agreed to waive
   all or a portion of its management fee and reimburse or pay operating
   expenses of the fund to the extent necessary to maintain the fund's total
   operating expenses at 1.52% and 2.27% for Class A and Class C shares,
   respectively, excluding certain expenses such as extraordinary expenses,
   taxes, brokerage and interest.

                                DWS International Value Opportunities Fund  | 11




Based on the costs above (including one year of capped expenses in each
period), this example helps you compare this fund's expenses to those of other
mutual funds. This example assumes the expenses above remain the same and 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        $721       $1,207       $1,719       $3,117
 Class C shares         330          891        1,577        3,405

 EXPENSES, assuming you kept your shares
________________________________________________________________________
 Class A shares        $721       $1,207       $1,719       $3,117
 Class C shares         230          891        1,577        3,405

12 | DWS International Value Opportunities Fund




OTHER POLICIES AND SECONDARY 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. However, the Board will provide
              shareholders with at least 60 days' notice prior to making any
              changes to the fund's 80% investment policy as described herein.

           -  As a temporary defensive measure, the fund could shift up to 100%
              of 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, the 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.

           -  The fund may trade actively. This could raise transaction costs
              (thus lowering return) and could mean distributions to
              shareholders will be taxed at higher federal income tax rates.

           -  Certain DWS fund-of-funds are permitted to invest in the fund. As
              a result, the fund may have large inflows or outflows of cash
              from time to time. This could have adverse effects on the fund's
              performance if the fund were required to sell securities or
              invest cash at times when it otherwise would not do so. This
              activity could also accelerate the realization of capital gains
              and increase the fund's transaction costs. The Advisor will
              monitor the impact of these transactions and the fund may
              discontinue such arrangements if they are not deemed to be in the
              best interests of the fund.

           Secondary risks

           CREDIT RISK. The fund will be subject to the risk that the
           creditworthiness of a bond's issuer may decline, causing the value
           of the bond to decline. In addition, an issuer may not be able to
           make timely payments on the interest and principal on the bonds it
           has issued. In some cases, bonds may decline in credit quality or go
           into default.

                                        Other Policies and Secondary Risks  | 13




           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 objective.

            A complete list of the fund's portfolio holdings as of the month-end
            is posted on www.dws-investments.com on or about the 15th day of the
            following month. More frequent posting of portfolio holdings
            information may be made from time to time on
            www.dws-investments.com. The posted portfolio holdings information
            is available by fund and 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. 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.

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 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, DIMA and DWS Trust Company.

14 | Who Manages and Oversees the Fund




           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.

           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 International Value Opportunities Fund                      0.07%*

           *   Reflects the effects of expense limitations and/or fee waivers
then in effect.

           As compensation for its services, DIMA is entitled to receive from
           the fund a fee (based upon the fund's average daily net assets) in
           accordance with the following schedule: 0.800% on the first $500
           million; 0.780% on the next $500 million; 0.760% on the next $1
           billion; and 0.740% thereafter.

           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 report for the semiannual period ended
           February 29 (see "Shareholder reports" on the back cover).

           Under a separate administrative services agreement between the fund
           and the Advisor, the fund pays the Advisor a fee for providing most
           of the fund's administrative services.

                                         Who Manages and Oversees the Fund  | 15




           Subadvisor for DWS International Value Opportunities Fund

           The subadvisor for DWS International Value Opportunities 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 | 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.

Klaus Kaldemorgen
Managing Director of Deutsche Asset Management and Lead Portfolio Manager of
the fund.
- Joined Deutsche Asset Management in 1982 and the fund in 2006.
- Head of Equities: Germany; senior portfolio manager of international
   equities; Managing Director of DWS Investment GmbH: Frankfurt.
- Master's degree in economics, Johannes-Gutenberg University, Mainz.

Carmen Weber, CFA
Director of Deutsche Asset Management and Portfolio Manager of the fund.
- Joined Deutsche Asset Management and the fund in 2006.
- Senior portfolio manager for Global Equities: Frankfurt.
- Prior to that, Head of Growth and Equity Funds at Metzler.
- Over 15 years of investment industry experience.
- BA, University of Siegen, Germany.

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  | 17




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 International Value Opportunities Fund - Class A

YEARS ENDED AUGUST 31,                                   2008             2007           2006 a
SELECTED PER SHARE DATA
-----------------------------------------------------------------------------------           -
NET ASSET VALUE, BEGINNING OF PERIOD                  $  12.27         $  10.25         $ 10.00
-------------------------------------------------     --------         --------         -------
Income (loss) from investment operations:
  Net investment income (loss)b                            .14              .19             .02
_________________________________________________     ________         ________         _______
  Net realized and unrealized gain (loss)               ( 1.41)            1.93             .23
-------------------------------------------------     --------         --------         -------
  TOTAL FROM INVESTMENT OPERATIONS                      ( 1.27)            2.12             .25
_________________________________________________     ________         ________         _______
Less distributions from:
  Net investment income                                 (  .09)          (  .10)              -
_________________________________________________     ________         ________         _______
  Net realized gains                                    (  .25)               -               -
-------------------------------------------------     --------         --------         -------
  TOTAL DISTRIBUTIONS                                   (  .34)          (  .10)              -
_________________________________________________     ________         ________         _______
Redemption fees                                            .00***           .00***            -
-------------------------------------------------     --------         --------         -------
NET ASSET VALUE, END OF PERIOD                        $  10.66         $  12.27         $ 10.25
-------------------------------------------------     --------         --------         -------
Total Return (%)c,d                                     (10.72)           20.67            2.50**
-------------------------------------------------     --------         --------         -------

RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
-----------------------------------------------------------------------------------     -------
Net assets, end of period ($ millions)                       5                3               1
_________________________________________________     ________         ________         _______
Ratio of expenses before expense reductions (%)           2.43             4.51            9.51*
_________________________________________________     ________         ________         _______
Ratio of expenses after expense reductions (%)         1.61e            2.05e              1.56*
_________________________________________________     ________         ________         _______
Ratio of net investment income (loss) (%)                 1.17             1.62            1.74*
_________________________________________________     ________         ________         _______
Portfolio turnover rate (%)                                197              127               7**
-------------------------------------------------     --------         --------         -------

a   For the period from July 5, 2006 (commencement of operations) to August 31,
2006.

b   Based on average shares outstanding during the period.

c   Total return does not reflect the effect of any sales charges.

d   Total returns would have been lower had certain expenses not been reduced.

e   Ratio includes interest expense incurred on foreign cash overdrafts.
   Interest income earned on domestic cash balances is included in income from
   investment operations. The ratio of expenses after expense reductions
   excluding interest expense was 1.57% and 1.51% for the years ended August
   31, 2008 and 2007, respectively.

*   Annualized

**   Not annualized

***   Amount is less than $.005.

18 | Financial Highlights




DWS International Value Opportunities Fund - Class C

YEARS ENDED AUGUST 31,                                   2008             2007           2006 a
SELECTED PER SHARE DATA
-----------------------------------------------------------------------------------           -
NET ASSET VALUE, BEGINNING OF PERIOD                  $  12.25         $  10.23         $ 10.00
-------------------------------------------------     --------         --------         -------
Income (loss) from investment operations:
  Net investment income (loss)b                            .05              .10             .01
_________________________________________________     ________         ________         _______
  Net realized and unrealized gain (loss)               ( 1.41)            1.93             .22
-------------------------------------------------     --------         --------         -------
  TOTAL FROM INVESTMENT OPERATIONS                      ( 1.36)            2.03             .23
_________________________________________________     ________         ________         _______
Less distributions from:
  Net investment income                                      -           (  .01)              -
_________________________________________________     ________         ________         _______
  Net realized gains                                    (  .25)               -               -
-------------------------------------------------     --------         --------         -------
  TOTAL DISTRIBUTIONS                                   (  .25)          (  .01)              -
_________________________________________________     ________         ________         _______
Redemption fees                                            .00***           .00***            -
-------------------------------------------------     --------         --------         -------
NET ASSET VALUE, END OF PERIOD                        $  10.64         $  12.25         $ 10.23
-------------------------------------------------     --------         --------         -------
Total Return (%)c,d                                     (11.43)           19.90            2.30**
-------------------------------------------------     --------         --------         -------

RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
-----------------------------------------------------------------------------------     -------
Net assets, end of period ($ millions)                       3                3               1
_________________________________________________     ________         ________         _______
Ratio of expenses before expense reductions (%)           3.16             5.31           10.26*
_________________________________________________     ________         ________         _______
Ratio of expenses after expense reductions (%)         2.37e            2.85e              2.31*
_________________________________________________     ________         ________         _______
Ratio of net investment income (loss) (%)                  .41              .82             .99*
_________________________________________________     ________         ________         _______
Portfolio turnover rate (%)                                197              127               7**
-------------------------------------------------     --------         --------         -------

a   For the period from July 5, 2006 (commencement of operations) to August 31,
2006.

b   Based on average shares outstanding during the period.

c   Total return does not reflect the effect of any sales charges.

d   Total returns would have been lower had certain expenses not been reduced.

e   Ratio includes interest expense incurred on foreign cash overdrafts.
   Interest income earned on domestic cash balances is included in income from
   investment operations. The ratio of expenses after expense reductions
   excluding interest expense was 2.32% and 2.31% for the years ended August
   31, 2008 and 2007, respectively.

*   Annualized

**   Not annualized

***   Amount is less than $.005.

                                                      Financial Highlights  | 19




HOW TO INVEST IN THE FUND
This prospectus offers 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 offers 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.

THE FOLLOWING PAGES TELL YOU HOW TO INVEST IN THE 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 Investments, 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. You should consult with your
financial advisor to determine which class of shares is appropriate for you.

 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 C
 -  Up to 0.25% annual shareholder
  servicing fee
 CLASS C
 -  No sales charge when you buy shares       -  Unlike Class A shares, Class C shares
                                             do not have a sales charge when
 -  Deferred sales charge of 1.00%,
                                             buying shares, but have higher annual
  charged when you sell shares you
                                             expenses than those for Class A
  bought within the last year
                                             shares and a one year deferred sales
 -  0.75% annual distribution fee and up
                                             charge
  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. 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 share class 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  | 21




           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 indicate your intent in writing 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")

22 | 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-investments.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 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 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  | 23




           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 C shares

           Class C shares may appeal to investors 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 higher than those for Class A shares
           (and the performance of Class C shares is correspondingly lower than
           that of Class A shares).

           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.

24 | Choosing a Share Class




           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.

                                                    Choosing a Share Class  | 25




How to BUY Class A 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 payable to "DWS
                                                Investments" and an investment slip
 -  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                    include a letter with your name,
  Investments"                                  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 your             -  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-
                                                investments.com or log in if already
                                                registered
                                                -  Follow the instructions for buying
                                                shares with money from your bank
                                                account

--------------------------------------------------------------------------------

REGULAR MAIL:

First Investment: DWS Investments, PO Box 219356, Kansas City, MO 64121-9356
Additional Investments: DWS Investments, PO Box 219154, Kansas City, MO
64121-9154

EXPRESS, REGISTERED OR CERTIFIED MAIL:
DWS Investments, 210 West 10th Street, Kansas City, MO 64105-1614

26 | How to Buy Class A and C Shares




How to EXCHANGE or SELL Class A 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 using the
  method that's most convenient for you         method 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-                        -  Register at www.dws-
  investments.com or log in if already          investments.com or log in if already
  registered                                    registered
 -  Follow the instructions for making on-      -  Follow the instructions for making on-
  line exchanges                                line redemptions

--------------------------------------------------------------------------------

TO REACH US:  WEB SITE: www.dws-investments.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 and C Shares  | 27




           Financial intermediary support payments

           The Advisor, DWS Investments 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
           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 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.

28 | How to Exchange or Sell Class A and C Shares




           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,
           .05% 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 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
           Investments 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

                              How to Exchange or Sell Class A and C Shares  | 29




           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 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 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.

30 | Policies You Should Know About




           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 MINIMUMS. The minimum initial investment for Class
           A 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

                                            Policies You Should Know About  | 31




           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. The fund may close your account and send you
           the proceeds if your balance falls below $2,500 ($1,000 with an
           Automatic Investment Plan funded with $50 or more per month in
           subsequent investments) or below $250 for retirement accounts. 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 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.

32 | Policies You Should Know About




           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 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 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 funds-of-funds.

                                            Policies You Should Know About  | 33




           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 interests 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, 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 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.

34 | Policies You Should Know About




           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 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

                                            Policies You Should Know About  | 35




           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 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 (xii) 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 with 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 Investments. 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.

THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS

The DWS Investments Web site can be a valuable resource for shareholders with
Internet access. Go to WWW.DWS-INVESTMENTS.COM to get up-to-date information,
review balances or even place orders for exchanges.

36 | Policies You Should Know About




           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.

           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 a check
           drawn on a US bank, a bank or Federal Funds wire transfer or an
           electronic bank transfer. The fund does not accept third party
           checks. A third party check is a check made payable to one or more
           parties and offered as payment to one or more other parties (e.g., a
           check made payable to you that you offer as payment to someone
           else). 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.

            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.

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  | 37




           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 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

38 | Policies You Should Know About




         -  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
           INVESTMENTS 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 Investments.

           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. 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
           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 (e.g.,
           redemption proceeds by wire) may also be delayed or unavailable when
           you are selling shares recently purchased or in the event of the
           closing of the Federal Reserve wire payment system. 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

                                            Policies You Should Know About  | 39




           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 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").

           THE 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 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

40 | Policies You Should Know About




           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.)

           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
              if we have been notified by the IRS that you are subject to
              backup withholding or if you fail to provide us with the 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

                                            Policies You Should Know About  | 41




            -  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
               interests 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 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; 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 investments it holds and by
           selling investments 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 other distribution for a given period.

           THE FUND INTENDS TO PAY DIVIDENDS AND DISTRIBUTIONS to its
           shareholders annually in December and, if necessary, may do so at
           other times as well.

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




           Dividends or distributions declared and payable 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. Under the terms
           of 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.

                                     Understanding Distributions and Taxes  | 43




           THE FEDERAL INCOME TAX STATUS of the 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 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. The fund may elect
           to pass through to its shareholders a credit or deduction for
           foreign taxes it has paid if at the end of its fiscal year more than
           50% of the value of the fund's total assets consists of stocks or
           securities of foreign corporations. 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.

           Investments in certain debt obligations or other securities may
           cause the fund to recognize taxable income in excess of the cash
           generated by them. 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 received by the fund from domestic and
           some foreign corporations. It does not include income from
           investments in

44 | Understanding Distributions and Taxes




           debt securities  or, generally, from real estate investment trusts.
           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. Because the fund will invest in both long and
           short positions in equity securities, it is anticipated that a
           smaller portion of the income dividends paid to you by the fund will
           be qualified dividend income eligible for taxation at long-term
           capital gain rates than if the fund invested in only long positions
           in equity securities.

           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 temporarily reduced to 15%, in general, with lower rates
           applying to taxpayers in the 10% and 15% rate brackets. For taxable
           years beginning on or after January 1, 2011, the maximum 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 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 pays a dividend. In tax-
           advantaged retirement accounts you generally 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 the 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 the fund. For
           more information, see "Taxes" in the Statement of Additional
           Information.

                                     Understanding Distributions and Taxes  | 45




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 historical rate of return for the fund may be
           higher or lower than 5% and, for money funds, is typically less than
           5%. 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 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.

46 | Appendix




DWS International Value Opportunities 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%        1.52%             -2.47%       $  9,752.99        $   720.75
   2           10.25%        2.43%              0.04%       $ 10,003.64        $   240.04
   3           15.76%        2.43%              2.61%       $ 10,260.74        $   246.21
   4           21.55%        2.43%              5.24%       $ 10,524.44        $   252.54
   5           27.63%        2.43%              7.95%       $ 10,794.91        $   259.03
   6           34.01%        2.43%             10.72%       $ 11,072.34        $   265.69
   7           40.71%        2.43%             13.57%       $ 11,356.90        $   272.52
   8           47.75%        2.43%             16.49%       $ 11,648.78        $   279.52
   9           55.13%        2.43%             19.48%       $ 11,948.15        $   286.70
  10           62.89%        2.43%             22.55%       $ 12,255.22        $   294.07
  TOTAL                                                                        $ 3,117.07

DWS International Value Opportunities 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%        2.27%              2.73%       $ 10,273.00        $   230.10
   2           10.25%        3.16%              4.62%       $ 10,462.02        $   327.61
   3           15.76%        3.16%              6.55%       $ 10,654.52        $   333.64
   4           21.55%        3.16%              8.51%       $ 10,850.57        $   339.78
   5           27.63%        3.16%             10.50%       $ 11,050.22        $   346.03
   6           34.01%        3.16%             12.54%       $ 11,253.54        $   352.40
   7           40.71%        3.16%             14.61%       $ 11,460.61        $   358.88
   8           47.75%        3.16%             16.71%       $ 11,671.48        $   365.49
   9           55.13%        3.16%             18.86%       $ 11,886.24        $   372.21
  10           62.89%        3.16%             21.05%       $ 12,104.94        $   379.06
  TOTAL                                                                        $ 3,405.20

                                                                  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 Investments at the address listed
below. The fund's SAI and shareholder reports are also available through the
DWS Investments Web site at www.dws-investments.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 INVESTMENTS      SEC                     DISTRIBUTOR
-----------------    --------------------    ------------------------------
PO Box 219151        100 F Street, N.E.      DWS Investments Distributors,
Kansas City, MO      Washington, D.C.        Inc.
64121-9151           20549-0102              222 South Riverside Plaza
WWW.DWS-             WWW.SEC.GOV             Chicago, IL 60606-5808
INVESTMENTS.COM      (800) SEC-0330          (800) 621-1148
(800) 621-1048

SEC FILE NUMBER:
DWS International Fund, Inc.  DWS International Value Opportunities Fund  811-0642

(12/01/08) DIVOF-1               [RECYCLE GRAPHIC APPEARS HERE]
                                                                       [Logo]DWS
                                                                      INVESTMENT
                                                             Deutsche Bank Group




                                DECEMBER 1, 2008

                                   PROSPECTUS
                              ------------------
                                    CLASS S

                   DWS INTERNATIONAL VALUE OPPORTUNITIES 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.

                                                 RESHAPING INVESTING. [DWS Logo]
                                                             Deutsche Bank Group




CONTENTS

HOW THE FUND WORKS
  4      The Fund's Main Investment
         Strategy
  5      The Main Risks of Investing in
         the Fund
  9      The Fund's Performance
         History
 11      How Much Investors Pay
 12      Other Policies and Secondary
         Risks
 13      Who Manages and Oversees
         the Fund
 17      Financial Highlights

HOW TO INVEST IN THE FUND
 19      How to Buy Class S Shares
 20      How to Exchange or Sell
         Class S Shares
 23      Policies You Should Know
         About
 34      Understanding Distributions
         and Taxes
 38      Appendix




HOW THE FUND WORKS
On the next few pages, you'll find information about the fund's investment
objective, the main strategies it uses to pursue that objective 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.

CLASS S shares are generally only available to new investors through fee-based
programs of investment dealers that have special agreements with the fund's
distributor, through certain group retirement plans and through certain
registered investment advisors. These dealers and advisors typically charge
ongoing fees for services they provide.

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-INVESTMENTS.COM (the
Web site does not form a part of this prospectus).




                                                    Class S
  ticker symbol                                     DNVSX
    fund number                                     2355

    DWS INTERNATIONAL VALUE OPPORTUNITIES 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 its
            assets, determined at the time of purchase, in the stocks and other
            securities with equity characteristics of companies in developed
            countries outside the United States. Almost all the companies in
            which the fund invests are based in the developed foreign countries
            that make up the Morgan Stanley Capital International Europe,
            Australasia and Far East Index ("MSCI EAFE (Reg. TM) Index"). The
            fund may also invest a portion of its assets in companies based in
            the emerging markets of Latin America, the Middle East, Europe,
            Asia and Africa if the portfolio managers believe that their return
            potential more than compensates for the extra risks associated with
            these markets. While the portfolio managers have invested in
            emerging markets in the past, under normal market conditions they
            do not consider this a central element of the fund's strategy.
            Typically, the fund would not hold more than 20% of its net assets
            in emerging markets. In implementing this overall strategy, the
            fund may experience a high portfolio turnover rate. The fund's
            equity investments are mainly common stocks, but may also include
            other types of equities such as preferred stocks or convertible
            securities. The fund may also invest up to 20% of its assets in
            cash equivalents, US investment-grade fixed-income securities, and
            US stocks and other equities.

            The fund invests for the long term. The portfolio managers employ a
            value strategy and invest in companies that they believe are
            undervalued. These are typically companies that have been
            historically sound but are temporarily out of favor. The fund
            intends to invest primarily in companies whose market
            capitalizations fall within the normal range of the MSCI EAFE (Reg.
            TM) Index.

4 | DWS International Value Opportunities Fund




            The portfolio managers track several thousand companies to arrive
            at between 50 to 70 stocks the fund normally holds. The managers
            use a variety of quantitative screens to compare a company's stock
            price to its book value, cash flow and dividend yield, and analyze
            individual companies to identify those that are financially sound
            and appear to have strong potential for long-term growth.

            After narrowing the investment universe through the use of
            valuation screens, the portfolio managers' use of fundamental
            research tools lies at the heart of the investment process. The
            portfolio managers' process brings an added dimension to this
            fundamental research by drawing on the insight of experts from a
            range of financial disciplines - regional stock market specialists,
            global industry specialists, economists and quantitative analysts.
            They challenge, refine and amplify each other's ideas. Their close
            collaboration is a critical element of the portfolio managers'
            investment process.

            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.

            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, an important factor
            with this fund is how stock markets perform. To the extent that the
            fund invests in a particular geographic region, the fund's
            performance may be proportionately affected by that region's
            general performance. When stock prices fall, you should expect the
            value of your investment to fall as well.

                                 DWS International Value Opportunities Fund  | 5




            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
            attractive prices 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.

            FOREIGN INVESTMENT RISK. Foreign investments involve certain
            special risks, including:

            -  POLITICAL RISK. Some foreign governments have limited the
               outflow of profits to investors abroad, imposed restrictions on
               the exchange or export of foreign currency, extended diplomatic
               disputes to include trade and financial relations, seized
               foreign investments and imposed higher taxes.

            -  INFORMATION RISK. Companies based in foreign markets are usually
               not subject to accounting, auditing and financial reporting
               standards and practices as stringent as those in the US.
               Therefore, their financial reports may present an incomplete,
               untimely or misleading picture of a company, as compared to the
               financial reports required in the US.

            -  LIQUIDITY RISK. Investments that trade less frequently can be
               more difficult or more costly to buy, or to sell, than more
               liquid or active investments. This liquidity risk is a factor of
               the trading volume of a particular investment, as well as the
               size and liquidity of the entire local market. On the whole,
               foreign exchanges are smaller and less liquid than US exchanges.
               This can make buying and selling certain investments more
               difficult and costly. Relatively small transactions in some
               instances can have a disproportionately large effect on the
               price and supply of securities. In certain situations, it may
               become virtually impossible to sell an investment in an orderly
               fashion at a price that approaches portfolio management's
               estimate of its value. For the same reason, it may at times be
               difficult to value the fund's foreign investments.

THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS

The fund is designed for investors who are seeking capital appreciation and are
willing to accept the risks of investing in the stocks of foreign companies.

6 | DWS International Value Opportunities Fund




            -  REGULATORY RISK. There is generally less government regulation
               of foreign markets, companies and securities dealers than in the
               US.

            -  CURRENCY RISK. The fund invests in securities denominated in
               foreign currencies. Changes in exchange rates between foreign
               currencies and the US dollar may affect the US dollar value of
               foreign securities or the income or gain received on these
               securities.

            -  LIMITED LEGAL RECOURSE RISK. Legal remedies for investors may be
               more limited than the legal remedies available in the US.

            -  TRADING PRACTICE RISK. Brokerage commissions and other fees are
               generally higher for foreign investments than for US
               investments. The procedures and rules governing foreign
               transactions and custody may also involve delays in payment,
               delivery or recovery of money or investments.

            -  TAXES. Foreign withholding and certain other taxes may reduce
               the amount of income available to distribute to shareholders of
               the fund. In addition, special US tax considerations may apply
               to the fund's foreign investments.

            EMERGING MARKET RISK. All of the risks of investing in foreign
            securities are increased in connection with investments in emerging
            markets securities. In addition, profound social changes and
            business practices that depart from norms in developed countries'
            economies have hindered the orderly growth of emerging economies
            and their markets in the past and have caused instability. High
            levels of debt tend to make emerging economies heavily reliant on
            foreign capital and vulnerable to capital flight. Countries with
            emerging economies are also more likely to experience high levels
            of inflation, deflation or currency devaluation, which could also
            hurt their economies and securities markets. For these and other
            reasons, investments in emerging markets are often considered
            speculative.

            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

                                 DWS International Value Opportunities Fund  | 7




            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.

            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.

            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.

8 | DWS International Value Opportunities 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 S 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
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 S 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 International Value Opportunities Fund

ANNUAL TOTAL RETURN (%) AS OF 12/31 EACH YEAR - Class S

15.67
2007

2008 TOTAL RETURN AS OF SEPTEMBER 30: -29.36%
FOR THE PERIOD INCLUDED IN THE BAR CHART:
BEST QUARTER: 6.91%, Q2 2007                  WORST QUARTER: 1.61%, Q4 2007

                                 DWS International Value Opportunities Fund  | 9




AVERAGE ANNUAL TOTAL RETURNS (%) AS OF 12/31/2007 (Fund returns include the
effects of maximum sales load.)

                                              1 YEAR       SINCE INCEPTION*
 CLASS S
   Return before Taxes                          15.67            21.47
   Return after Taxes on Distributions          14.95            20.78
   Return after Taxes on Distributions
   and Sale of Fund Shares                      10.60            18.14
 MSCI EAFE INDEX (reflects no
 deductions for fees, expenses or
 taxes)                                         11.17            17.58

 *   Inception date for the fund was July 5, 2006. Index comparison begins on
     June 30, 2006.

     Total returns would have been lower if operating expenses hadn't been
reduced.

 MORGAN STANLEY CAPITAL INTERNATIONAL EUROPE, AUSTRALASIA AND THE FAR EAST
 (MSCI EAFE (Reg. TM)) INDEX is an unmanaged index that tracks international
 stock performance in the 21 developed markets of Europe, Australasia and the
 Far East.

--------------------------------------------------------------------------------
Current performance may be higher or lower than the performance data quoted
above. For more recent performance information, call your financial advisor or
(800) 728-3337 or visit our Web site at www.dws-investments.com.

--------------------------------------------------------------------------------
Return information assumes that fund shares were sold at the end of the period.

RETURN AFTER TAXES ON DISTRIBUTIONS 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 reflects taxes on
both the fund's distributions and a shareholder's gain or loss from selling
fund shares.

10 | DWS International Value Opportunities 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 S
 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 Fee                                    0.80%
 Distribution/Service (12b-1) Fee                  None
 Other Expenses2                                   1.47
 TOTAL ANNUAL OPERATING EXPENSES                   2.27
 Less Fee Waiver/Expense
 Reimbursement                                     1.00
 NET ANNUAL OPERATING EXPENSES3                    1.27

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 payable to the
   Advisor in the amount of 0.10%.

3   Through November 30, 2009, the Advisor has contractually agreed to waive
   all or a portion of its management fee and reimburse or pay operating
   expenses of the fund to the extent necessary to maintain the fund's total
   operating expenses at 1.27% for Class S shares, 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 fund's Class S shares expenses to
those of other mutual funds. This example assumes the expenses above remain the
same and that you invested $10,000, earned 5% annual returns, reinvested all
dividends and distributions and sold your shares at the end of each period.
This is only an example; actual expenses will be different.

EXAMPLE               1 YEAR      3 YEARS      5 YEARS      10 YEARS
 Class S shares        $129         $613       $1,124       $2,528

                                DWS International Value Opportunities Fund  | 11




OTHER POLICIES AND SECONDARY 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. However, the Board will provide
              shareholders with at least 60 days' notice prior to making any
              changes to the fund's 80% investment policy as described herein.

           -  As a temporary defensive measure, the fund could shift up to 100%
              of 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, the 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.

           -  The fund may trade actively. This could raise transaction costs
              (thus lowering return) and could mean distributions to
              shareholders will be taxed at higher federal income tax rates.

           -  Certain DWS fund-of-funds are permitted to invest in the fund. As
              a result, the fund may have large inflows or outflows of cash
              from time to time. This could have adverse effects on the fund's
              performance if the fund were required to sell securities or
              invest cash at times when it otherwise would not do so. This
              activity could also accelerate the realization of capital gains
              and increase the fund's transaction costs. The Advisor will
              monitor the impact of these transactions and the fund may
              discontinue such arrangements if they are not deemed to be in the
              best interests of the fund.

           Secondary risks

           CREDIT RISK. The fund will be subject to the risk that the
           creditworthiness of a bond's issuer may decline, causing the value
           of the bond to decline. In addition, an issuer may not be able to
           make timely payments on the interest and principal on the bonds it
           has issued. In some cases, bonds may decline in credit quality or go
           into default.

12 | Other Policies and Secondary Risks




           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 objective.

           A complete list of the fund's portfolio holdings as of the month-end
           is posted on www.dws-investments.com on or about the 15th day of the
           following month. More frequent posting of portfolio holdings
           information may be made from time to time on
           www.dws-investments.com. The posted portfolio holdings information
           is available by fund and 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. 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.

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 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, DIMA and DWS Trust Company.

                                         Who Manages and Oversees the Fund  | 13




           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.

           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 International Value Opportunities Fund                      0.07%*

           *   Reflects the effects of expense limitations and/or fee waivers
then in effect.

           As compensation for its services, DIMA is entitled to receive from
           the fund a fee (based upon the fund's average daily net assets) in
           accordance with the following schedule: 0.800% on the first $500
           million; 0.780% on the next $500 million; 0.760% on the next $1
           billion; and 0.740% thereafter.

           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 report for the semiannual period ended
           February 29 (see "Shareholder reports" on the back cover).

           Under a separate administrative services agreement between the fund
           and the Advisor, the fund pays the Advisor a fee for providing most
           of the fund's administrative services.

14 | Who Manages and Oversees the Fund




           Subadvisor for DWS International Value Opportunities Fund

           The subadvisor for DWS International Value Opportunities 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 Fund  | 15




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.

Klaus Kaldemorgen
Managing Director of Deutsche Asset Management and Lead Portfolio Manager of
the fund.
- Joined Deutsche Asset Management in 1982 and the fund in 2006.
- Head of Equities: Germany; senior portfolio manager of international
   equities; Managing Director of DWS Investment GmbH: Frankfurt.
- Master's degree in economics, Johannes-Gutenberg University, Mainz.

Carmen Weber, CFA
Director of Deutsche Asset Management and Portfolio Manager of the fund.
- Joined Deutsche Asset Management and the fund in 2006.
- Senior portfolio manager for Global Equities: Frankfurt.
- Prior to that, Head of Growth and Equity Funds at Metzler.
- Over 15 years of investment industry experience.
- BA, University of Siegen, Germany.

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.

16 | 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 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 International Value Opportunities Fund - Class S

YEARS ENDED AUGUST 31,                                   2008             2007           2006 a
SELECTED PER SHARE DATA
-----------------------------------------------------------------------------------           -
NET ASSET VALUE, BEGINNING OF PERIOD                  $  12.27         $  10.25         $ 10.00
-------------------------------------------------     --------         --------         -------
Income (loss) from investment operations:
  Net investment income (loss)b                            .17              .21             .03
_________________________________________________     ________         ________         _______
  Net realized and unrealized gain (loss)               ( 1.41)            1.94             .22
-------------------------------------------------     --------         --------         -------
  TOTAL FROM INVESTMENT OPERATIONS                      ( 1.24)            2.15             .25
_________________________________________________     ________         ________         _______
Less distributions from:
  Net investment income                                 (  .11)          (  .13)              -
_________________________________________________     ________         ________         _______
  Net realized gains                                    (  .25)               -               -
-------------------------------------------------     --------         --------         -------
  TOTAL DISTRIBUTIONS                                   (  .36)          (  .13)              -
_________________________________________________     ________         ________         _______
  Redemption fees                                          .00***           .00***            -
_________________________________________________     ________         ________         _______
NET ASSET VALUE, END OF PERIOD                        $  10.67         $  12.27         $ 10.25
-------------------------------------------------     --------         --------         -------
Total Return (%)c                                       (10.62)           21.07            2.50**
-------------------------------------------------     --------         --------         -------

RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
-----------------------------------------------------------------------------------     -------
Net assets, end of period ($ millions)                       4                4               1
_________________________________________________     ________         ________         _______
Ratio of expenses before expense reductions (%)           2.27             4.33            9.44*
_________________________________________________     ________         ________         _______
Ratio of expenses after expense reductions (%)         1.37d            1.85d              1.31*
_________________________________________________     ________         ________         _______
Ratio of net investment income (loss) (%)                 1.41             1.82            1.99*
_________________________________________________     ________         ________         _______
Portfolio turnover rate (%)                                197              127               7**
-------------------------------------------------     --------         --------         -------

a   For the period from July 5, 2006 (commencement of operations) to August 31,
2006.

b   Based on average shares outstanding during the period.

c   Total returns would have been lower had certain expenses not been reduced.

d   Ratio includes interest expense incurred on foreign cash overdrafts.
   Interest income earned on domestic cash balances is included in income from
   investment operations. The ratio of expenses after expense reductions
   excluding interest expense was 1.32% and 1.31% for the years ended August
   31, 2008 and 2007, respectively.

*   Annualized

**   Not annualized

***   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. 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 Investments, 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.

Please remember, CLASS S shares are generally only available to new investors
through fee-based programs of investment dealers that have special agreements
with the fund's distributor, through certain group retirement plans and through
certain registered investment advisors. These dealers and advisors typically
charge ongoing fees for services they provide.

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.




How to BUY Class S Shares


 FIRST INVESTMENT                              ADDITIONAL INVESTMENTS
 $2,500 or more for regular accounts           $50 or more for regular accounts and
 $1,000 or more for IRAs and UTMAs/           IRAs
 UGMAs                                        $50 or more for an account with an
 $1,000 or more for an account with an        Automatic Investment Plan
 Automatic Investment Plan
 BY MAIL OR EXPRESS MAIL (SEE BELOW)
                                              Send a DWS Investments investment
 -  Fill out and sign an application
                                              slip or short note that includes:
 -  Send it to us at the appropriate
                                              -  fund and class name
  address, along with an investment
  check made payable to "DWS                  -  account number
  Investments"                                -  check made payable to "DWS
                                              Investments"
 BY WIRE
 -  Call (800) 728-3337 for instructions      -  Call (800) 728-3337 for instructions
 BY PHONE
 Not available                                -  Call (800) 728-3337 for instructions
 WITH AN AUTOMATIC INVESTMENT PLAN
 -  Fill in the information on your           -  To set up regular investments from a
  application including a check for the       bank checking account, call
  initial investment and a voided check       (800) 728-3337 (minimum $50)
 USING QuickBuy
 Not available                                -  Call (800) 728-3337 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
 -  Register at                               -  Call (800) 728-3337 to ensure you have
  www.dws-investments.com or log in if        electronic services
  already registered                          -  Register at www.dws-
 -  Print out a prospectus and a new          investments.com
  account application                         or log in if already registered
 -  Complete and return the application       -  Follow the instructions for buying
  with your check                             shares with money from your bank
                                              account

--------------------------------------------------------------------------------
REGULAR MAIL:

First Investment: DWS Investments, PO Box 219356, Kansas City, MO 64121-9356
Additional Investments: DWS Investments, PO Box 219154, Kansas City, MO
64121-9154

EXPRESS, REGISTERED OR CERTIFIED MAIL:
DWS Investments, 210 West 10th Street, Kansas City, MO 64105-1614

                                                 How to Buy Class S Shares  | 19




How to EXCHANGE or SELL Class S 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"
  $2,500 minimum per fund
  $1,000 minimum for IRAs and UTMAs/
  UGMAs
 BY PHONE                                        BY PHONE OR WIRE
 -  Call (800) 728-3337 for instructions        -  Call (800) 728-3337 for instructions
 USING THE AUTOMATED INFORMATION LINE
 -  Call (800) 728-3337 for instructions        -  Call (800) 728-3337 for instructions
 BY MAIL OR EXPRESS MAIL
 (see previous page for address)
 Your instructions should include:              Your instructions should include:
 -  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          -  To set up regular cash payments from
  fund account, call (800) 728-3337             a DWS fund account, call
                                                (800) 728-3337
 USING QuickSell
 Not available                                  -  Call (800) 728-3337 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-                        -  Register at www.dws-
  investments.com or log in if already          investments.com or log in if already
  registered                                    registered
 -  Follow the instructions for making on-      -  Follow the instructions for making on-
  line exchanges                                line redemptions

--------------------------------------------------------------------------------

TO REACH US:   WEB SITE: www.dws-investments.com
               TELEPHONE REPRESENTATIVE: (800) 728-3337, M-F, 9 a.m. - 6 p.m. ET
               TDD LINE: (800) 972-3006, M-F, 9 a.m.- 6 p.m. ET

20 | How to Sell or Exchange Class S Shares




           Financial intermediary support payments

           The Advisor, DWS Investments 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
           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 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 Sell or Exchange Class S Shares  | 21




           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,
           .05% 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 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
           Investments 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

22 | How to Sell or Exchange Class S 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 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 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)
           728-3337.

           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.

THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS

Questions? You can speak to a DWS Investments representative between 9 a.m. and
6 p.m. Eastern time on any fund business day by calling (800) 728-3337.

                                            Policies You Should Know About  | 23




           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.

           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 MINIMUMS. The minimum initial investment is $2,500,
           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 fiduciary accounts such as

24 | Policies You Should Know About




           IRAs and custodial accounts such as Uniform Gifts to Minors Act and
           Uniform Transfers to Minors Act accounts for which the minimum
           initial investment is $1,000 per account. In addition, the minimum
           initial investment is $1,000 if an automatic investment plan of $50
           per month is established. 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 $2,500 ($1,000 with an
           Automatic Investment Plan funded with $50 or more per month in
           subsequent investments); $250 for retirement accounts. 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).

           Because of the high cost of servicing accounts with low balances, an
           account maintenance fee of $6.25 per quarter (for a $25 annual fee)
           will be assessed on accounts whose balances fail to meet the minimum
           initial investment requirement for a period of 90 days prior to the
           assessment date. The quarterly assessment will occur on or about the
           15th of the last month in each calendar quarter. Please note that
           the fee will be assessed on accounts that fall below the minimum for
           any reason, including due to market value fluctuations, redemptions
           or exchanges. The account maintenance fee will apply to all
           shareholders of the DWS Funds except for: accounts with an automatic
           investment plan, accounts held in an omnibus account through a
           financial services firm, accounts maintained on behalf of
           participants in certain fee based and wrap programs offered through
           certain financial intermediaries approved by the Advisor and
           participant level accounts in group retirement plans held on the
           records of a retirement plan record keeper.

           SUBSEQUENT INVESTMENTS. The minimum subsequent investment is $50.
           However, there is no minimum investment requirement for subsequent
           investments on behalf of participants in certain fee-based and wrap
           programs offered through certain financial intermediaries approved
           by the Advisor.

                                            Policies You Should Know About  | 25




           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 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 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

26 | Policies You Should Know About




           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 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 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 funds-of-funds.

           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 interests 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, 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 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.")

                                            Policies You Should Know About  | 27




           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.

           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

THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS

The DWS Investments Web site can be a valuable resource for shareholders with
Internet access. Go to WWW.DWS-INVESTMENTS.COM to get up-to-date information,
review balances or even place orders for exchanges.

28 | Policies You Should Know About




           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 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 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 (xii) 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 with 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.

                                            Policies You Should Know About  | 29




           THE AUTOMATED INFORMATION LINE IS AVAILABLE 24 HOURS A DAY BY
           CALLING (800) 728-3337. You can use our automated phone services to
           get information on DWS funds generally and on accounts held directly
           at DWS Investments. 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) 728-3337.

           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) 728-3337 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.

            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 a check
           drawn on a US bank, a bank or Federal Funds wire transfer or an
           electronic bank transfer. The fund does not accept third party
           checks. A third party check is a check made payable to one or more
           parties and offered as payment to one or more other

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.

30 | Policies You Should Know About




           parties (e.g., a check made payable to you that you offer as payment
           to someone else). 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.

           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)
           728-3337 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
           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 (e.g.,
           redemption proceeds by wire) may also be delayed or unavailable when
           you are selling shares recently purchased or in the event of the
           closing of the Federal Reserve wire payment system. 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

                                            Policies You Should Know About  | 31




           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 and sell shares is based on the NAV per
           share next calculated after the order is received by the transfer
           agent.

           THE 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 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

32 | Policies You Should Know About




           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.)

           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
              if we have been notified by the IRS that you are subject to
              backup withholding or if you fail to provide us with the 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 the fund's best
              interests or when the fund is requested or compelled to do so by
              governmental authority or by applicable law

                                            Policies You Should Know About  | 33




            -  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 applicable redemption fee, if any); 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; 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 investments it holds and by
           selling investments 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 other distribution for a given period.

            THE FUND INTENDS TO PAY DIVIDENDS AND DISTRIBUTIONS to its
            shareholders annually in December and, if necessary, may do so at
            other times as well.

           Dividends or distributions declared and payable 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.

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.

34 | Understanding Distributions and Taxes




           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. Under the terms
           of 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 depends 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. The fund may elect
           to pass through to its shareholders a credit or deduction for
           foreign taxes it has paid if

                                     Understanding Distributions and Taxes  | 35




           at the end of its fiscal year more than 50% of the value of the
           fund's total assets consists of stocks or securities of foreign
           corporations. 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.

           Investments in certain debt obligations or other securities may
           cause the fund to recognize taxable income in excess of the cash
           generated by them. 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 received by the fund from domestic and
           some foreign corporations. It does not include income from
           investments in debt securities  or, generally, from real estate
           investment trusts. 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. Because the fund will
           invest in both long and short positions in equity securities, it is
           anticipated that a smaller portion of the income dividends paid to
           you by the fund will be qualified dividend income eligible for
           taxation at long-term capital gain rates than if the fund invested
           in only long positions in equity securities.

           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 temporarily reduced to 15%, in general, with lower rates
           applying to taxpayers in the 10% and 15% rate brackets. For taxable
           years beginning on or after January 1, 2011, the maximum long-term
           capital gain rate is scheduled to return to 20%.

36 | Understanding Distributions and 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 pays a dividend. In tax-
           advantaged retirement accounts you generally 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 the 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 the fund. For
           more information, see "Taxes" in the Statement of Additional
           Information.

                                     Understanding Distributions and Taxes  | 37




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 historical rate of return for the fund may be
           higher or lower than 5% and, for money funds, is typically less than
           5%. 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.

38 | Appendix




DWS International Value Opportunities Fund - Class S

              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%        1.27%              3.73%       $ 10,373.00        $   129.37
   2           10.25%        2.27%              6.56%       $ 10,656.18        $   238.68
   3           15.76%        2.27%              9.47%       $ 10,947.10        $   245.20
   4           21.55%        2.27%             12.46%       $ 11,245.95        $   251.89
   5           27.63%        2.27%             15.53%       $ 11,552.97        $   258.77
   6           34.01%        2.27%             18.68%       $ 11,868.36        $   265.83
   7           40.71%        2.27%             21.92%       $ 12,192.37        $   273.09
   8           47.75%        2.27%             25.25%       $ 12,525.22        $   280.54
   9           55.13%        2.27%             28.67%       $ 12,867.16        $   288.20
  10           62.89%        2.27%             32.18%       $ 13,218.43        $   296.07
  TOTAL                                                                        $ 2,527.64

                                                                  Appendix  | 39




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) 728-3337, or contact DWS Investments at the address listed
below. The fund's SAI and shareholder reports are also available through the
DWS Investments Web site at www.dws-investments.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 INVESTMENTS      SEC                     DISTRIBUTOR
-----------------    --------------------    ------------------------------
PO Box 219151        100 F Street, N.E.      DWS Investments Distributors,
Kansas City, MO      Washington, D.C.        Inc.
64121-9151           20549-0102              222 South Riverside Plaza
WWW.DWS-             WWW.SEC.GOV             Chicago, IL 60606-5808
INVESTMENTS.COM      (800) SEC-0330          (800) 621-1148
(800) 728-3337

SEC FILE NUMBER:

DWS International Fund, Inc.   DWS International Value Opportunities Fund   811-0642

(12/01/08) 355-2                 [RECYCLE GRAPHIC APPEARS HERE]
                                                                       [Logo]DWS
                                                                      INVESTMENT
                                                             Deutsche Bank Group




               SUPPLEMENT TO THE CURRENTLY EFFECTIVE PROSPECTUSES

                                 -----------------

                             DWS Japan Equity Fund

Effective on or about April 1, 2009, Masaaki Kadota will replace Kenji Chihara
as a portfolio manager for the above-listed fund. The following biographical
information for Mr. Kadota replaces that for Mr. Chihara in the "Portfolio
management" section of the fund's prospectuses:

  Masaaki Kadota Vice President of Deutsche Asset Management (Japan) Limited and
  Portfolio Manager of the fund.
    oPortfolio manager for Global ex-Japan Equity: Tokyo, since 2002.
    oJoined Deutsche Asset Management in 2001 and the fund in 2009.
    oPrior to that, worked for 5 years at J.P.Morgan Securities and STB Asset
     Management.
    oBachelor's degree in Political Science, Waseda University; Master's in
     Finance degree from London Business School, University of London; MSc in
     Investment Management, Sir John Cass Business School, City University,
     London.

               Please Retain This Supplement for Future Reference

                                                                    [Logo]DWS
                                                                   INVESTMENTS
                                                           Deutsche Bank Group

March 27, 2009
DJEF-3601




               SUPPLEMENT TO THE CURRENTLY EFFECTIVE PROSPECTUSES:

                                 -----------------

                              DWS Japan Equity 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 Japan Equity Fund              DWS International Value Opportunities 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.

                                                                     [Logo]DWS
                                                                   INVESTMENTS
                                                           Deutsche Bank Group
January 23, 2009
DJEF-3600




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 Investments Distributors, Inc. ("DIDI")
   ("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 DIDI 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 DIDI, 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.

DIDI 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

                                       2
January 23, 2009
DJEF-3600




                                DECEMBER 1, 2008

                                   PROSPECTUS
                              ------------------
                               CLASSES A, B AND C

                             DWS JAPAN EQUITY 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.

                                                 RESHAPING INVESTING. [DWS Logo]
                                                             Deutsche Bank Group




CONTENTS

HOW THE FUND WORKS
  4      The Fund's Main Investment
         Strategy
  5      The Main Risks of Investing in
         the Fund
  9      The Fund's Performance
         History
 11      How Much Investors Pay
 13      Other Policies and Secondary
         Risks
 14      Who Manages and Oversees
         the Fund
 18      Financial Highlights

HOW TO INVEST IN THE FUND
 23      Choosing a Share Class
 29      How to Buy Class A, B and C
         Shares
 30      How to Exchange or Sell
         Class A, B and C Shares
 33      Policies You Should Know
         About
 45      Understanding Distributions
         and Taxes
 49      Appendix




HOW THE FUND WORKS
On the next few pages, you'll find information about the fund's investment
objective, the main strategies it uses to pursue that objective 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-INVESTMENTS.COM (the
Web site does not form a part of this prospectus).




                            Class A    Class B    Class C
  ticker symbol             FJEAX      FJEBX      FJECX
    fund number             460        660        760

    DWS JAPAN EQUITY FUND

            THE FUND'S MAIN INVESTMENT STRATEGY

            The fund seeks high capital appreciation.

            Under normal circumstances, the fund seeks to achieve its objective
            by investing at least 80% of its assets, measured at the time a
            security is purchased, in Japanese equity securities (securities
            issued by companies organized under the laws of Japan or their
            affiliates, or by a company that derives more than half of its
            revenues from Japan). The fund invests primarily in common stocks
            of companies of any size, including up to 30% of net assets in
            smaller companies that are traded over-the-counter. The fund's
            equity investments are mainly common stocks, but may also include
            preferred stocks and other securities with equity characteristics,
            such as convertible securities and warrants.

            In choosing stocks, portfolio management relies most heavily on the
            following analytical disciplines:

            -  BOTTOM-UP RESEARCH. Portfolio management looks for individual
               companies with a history of above-average growth, strong
               competitive positioning, attractive prices relative to potential
               growth, sound financial strength and effective management, among
               other factors.

            -  GROWTH ORIENTATION. Portfolio management generally looks for
               companies that it believes have above-average potential for
               sustainable growth of revenue or earnings and whose market value
               appears reasonable in light of their business prospects.

            Portfolio management will normally sell a stock when it believes
            the issuer's fundamental factors have changed, other investments
            offer better opportunities or when adjusting the fund's emphasis on
            a given industry.

4 | DWS Japan 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 and options, including
            sales of covered put and call options.

            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 with this fund is how stock markets perform - in this case,
            the Japanese market. When Japanese stock prices fall, you should
            expect the value of your investment to fall as well. To the extent
            that the fund invests in smaller-sized companies, it will be more
            susceptible to these risks as smaller-sized companies have limited
            business lines and financial resources, making them especially
            vulnerable to business risks and economic downturns.

            FOREIGN INVESTMENT RISK. Foreign investments involve certain
            special risks, including:

            -  POLITICAL RISK. Some foreign governments have limited the
               outflow of profits to investors abroad, imposed restrictions on
               the exchange or export of foreign currency, extended diplomatic
               disputes to include trade and financial relations, seized
               foreign investments and imposed higher taxes.

THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS

This fund is designed for individuals who are seeking high capital appreciation
and are willing to accept the risks of investing in the stocks of companies in a
particular foreign country or region.

                                                      DWS Japan Equity Fund  | 5




            -  INFORMATION RISK. Companies based in foreign markets are usually
               not subject to accounting, auditing and financial reporting
               standards and practices as stringent as those in the US.
               Therefore, their financial reports may present an incomplete,
               untimely or misleading picture of a company, as compared to the
               financial reports required in the US.

            -  LIQUIDITY RISK. Investments that trade less frequently can be
               more difficult or more costly to buy, or to sell, than more
               liquid or active investments. This liquidity risk is a factor of
               the trading volume of a particular investment, as well as the
               size and liquidity of the entire local market. On the whole,
               foreign exchanges are smaller and less liquid than US exchanges.
               This can make buying and selling certain investments more
               difficult and costly. Relatively small transactions in some
               instances can have a disproportionately large effect on the
               price and supply of securities. In certain situations, it may
               become virtually impossible to sell an investment in an orderly
               fashion at a price that approaches portfolio management's
               estimate of its value. For the same reason, it may at times be
               difficult to value the fund's foreign investments.

            -  REGULATORY RISK. There is generally less government regulation
               of foreign markets, companies and securities dealers than in the
               US.

            -  CURRENCY RISK. The fund invests in securities denominated in
               foreign currencies. Changes in exchange rates between foreign
               currencies and the US dollar may affect the US dollar value of
               foreign securities or the income or gain received on these
               securities.

            -  LIMITED LEGAL RECOURSE RISK. Legal remedies for investors may be
               more limited than the legal remedies available in the US.

            -  TRADING PRACTICE RISK. Brokerage commissions and other fees are
               generally higher for foreign investments than for US
               investments. The procedures and rules governing foreign
               transactions and custody may also involve delays in payment,
               delivery or recovery of money or investments.

            -  TAXES. Foreign withholding and certain other taxes may reduce
               the amount of income available to distribute to shareholders of
               the fund. In addition, special US tax considerations may apply
               to the fund's foreign investments.

6 | DWS Japan Equity Fund




            INVESTMENT FOCUS RISK. Focusing on a single country involves
            increased currency, political, regulatory and other risks. Because
            the fund concentrates its investments in Japanese equity
            securities, market swings in Japan will have a greater effect on
            fund performance than they would in a more geographically
            diversified equity fund.

            GROWTH INVESTING RISK. Since growth stocks usually reinvest a large
            portion of earnings in their own businesses, they may lack the
            dividends associated with value stocks that might otherwise cushion
            their decline in a falling market. Earnings disappointments in
            growth stocks often result in sharp price declines because
            investors buy these stocks for their potential superior earnings
            growth. Growth stocks may also be out of favor for certain periods
            in relation to value stocks.

            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.

            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 Japan Equity Fund  | 7




            Other factors that could affect performance include:

            -  portfolio management could be wrong in the analysis of foreign
               governments, industries, companies, economic trends, the
               relative attractiveness of different sizes of stocks,
               geographical trends or other matters.

            -  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.

8 | DWS Japan 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 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.

In the table, the performance figures for Class B and Class C prior to their
inception (August 10, 1998 for Class B and May 31, 2000 for Class C) 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 B
and Class C and the current applicable sales charges for Class B and Class C
shares.

DWS Japan 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.)


 4.70     169.29       -34.50      -24.60      -8.62     38.00       9.99     34.14       2.14     -8.04
1998       1999        2000        2001       2002       2003       2004      2005       2006      2007

2008 TOTAL RETURN AS OF SEPTEMBER 30: -26.86%
FOR THE PERIODS INCLUDED IN THE BAR CHART:
BEST QUARTER: 33.98%, Q4 1999                 WORST QUARTER: -21.35%, Q3 2001

                                                      DWS Japan Equity Fund  | 9




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                       -13.33        12.51         8.66
   Return after Taxes on Distributions       -15.58        10.48         5.28
   Return after Taxes on Distributions
   and Sale of Fund Shares                    -6.18*       10.63*        6.03*
 CLASS B (Return before Taxes)               -11.15        12.86         8.34
 CLASS C (Return before Taxes)                -8.73        13.03         8.50
 TOKYO STOCK EXCHANGE STOCK PRICE
 INDEX ("TOPIX") (reflects no
 deductions for fees, expenses or
 taxes)                                       -5.19        14.51         4.92

 *   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 returns would have been lower if operating expenses hadn't been
 reduced.

 THE TOKYO STOCK EXCHANGE STOCK PRICE INDEX ("TOPIX") is an unmanaged
 capitalization-weighted measure (adjusted in US dollars) of all shares listed
 on the first section of the Tokyo Stock Exchange.

--------------------------------------------------------------------------------
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-investments.com.

--------------------------------------------------------------------------------
Return information assumes that fund shares were sold at the end of the period.

RETURN AFTER TAXES ON DISTRIBUTIONS 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 reflects taxes on
both the fund's distributions and a shareholder's gain or loss from selling
fund shares.

10 | DWS Japan Equity 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)                                       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                                   0.85  %          0.85%         0.85%
 Distribution/Service (12b-1) Fee                 0.24             1.00          1.00
 Other Expenses4                                  0.65             0.76          0.70
 TOTAL ANNUAL OPERATING EXPENSES                  1.74             2.61          2.55

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%.

                                                     DWS Japan Equity Fund  | 11




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         $742       $1,091       $1,464       $2,509
 Class B shares*         664        1,111        1,585        2,538
 Class C shares          358          794        1,355        2,885

 EXPENSES, assuming you kept your shares
_________________________________________________________________________
 Class A shares         $742       $1,091       $1,464       $2,509
 Class B shares*         264          811        1,385        2,538
 Class C shares          258          794        1,355        2,885

*   Reflects conversion of Class B to Class A shares, which pay lower fees.
   Conversion occurs six years after purchase.

12 | DWS Japan Equity Fund




OTHER POLICIES AND SECONDARY 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. However, the Board will provide
              shareholders with at least 60 days' notice prior to making any
              changes to the fund's 80% investment policy as described herein.

           -  As a temporary defensive measure, the fund could shift up to 100%
              of assets into investments such as money market securities. This
              could prevent losses, but, while engaged in a temporary defensive
              position, the 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.

           -  The fund may trade actively. This could raise transaction costs
              (thus lowering return) and could mean distributions to
              shareholders will be taxed at higher federal income tax rates.

           -  Certain DWS fund-of-funds are permitted to invest in the fund. As
              a result, the fund may have large inflows or outflows of cash
              from time to time. This could have adverse effects on the fund's
              performance if the fund were required to sell securities or
              invest cash at times when it otherwise would not do so. This
              activity could also accelerate the realization of capital gains
              and increase the fund's transaction costs. The Advisor will
              monitor the impact of these transactions and the fund may
              discontinue such arrangements if they are not deemed to be in the
              best interests of the fund.

           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 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,

                                        Other Policies and Secondary Risks  | 13




           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.

           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 objective.

           A complete list of the fund's portfolio holdings as of the month-end
           is posted on www.dws-investments.com on or about the 15th day of the
           following month. More frequent posting of portfolio holdings
           information may be made from time to time on
           www.dws-investments.com. The posted portfolio holdings information
           is available by fund and 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. 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.

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.

14 | Who Manages and Oversees the Fund




           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, DIMA 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.

           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 Japan Equity Fund                  0.85%

           A discussion regarding the basis for the Board's approval of the
           fund's investment management agreement and subadvisory agreement, is
           contained in the most recent shareholder report for the semi-annual
           period ended February 28 (see "Shareholder reports" on the back
           cover).

           Under a separate administrative services agreement between the fund
           and the Advisor, the fund pays the Advisor a fee for providing most
           of the fund's administrative services.

                                         Who Manages and Oversees the Fund  | 15




           Subadvisor

           Deutsche Asset Management (Japan) Limited ("DeAMJ"), Sanno Park
           Tower, 2-11-1 Nagatacho, Chiyoda-ku, Tokyo, Japan 100-6173, an
           affiliate of DIMA, is the subadvisor for the fund. Under DIMA's
           oversight, DeAMJ renders daily investment advisory and management
           services, including services related to foreign securities, foreign
           currency transactions and related investments with regard to the
           fund's portfolio. The Advisor compensates DeAMJ out of the
           management fee it receives from the fund.

16 | Who Manages and Oversees the Fund




Portfolio management

The following person handles the day-to-day management of the fund.

Kenji Chihara
Director of Deutsche Asset Management (Japan) Limited and Portfolio Manager of
the fund.
- Joined Deutsche Trust Bank in 1997 and transferred to Deutsche Asset
   Management (Japan) Limited in October 2005.
- Joined the fund in 2005.
- Formerly Chief Investment Officer of Deutsche Trust Bank.
- Over 21 years of investment industry experience.

- Previously served as Japanese Equity Fund Manager at Okasan Investment
   Management for five years and in various positions at Okasan Securities for
   five years prior to joining Deutsche Asset Management Group.
- BA, Kyushu University, Chartered Member of the Security Analysts Association
   of Japan.

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  | 17




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). On August 20, 2004, the fund
converted to a stand-alone fund from a master-feeder structure. Certain ratio
results for the year ended August 31, 2004 from activity prior to this
conversion are included in the Financial Highlights.

18 | Financial Highlights




DWS Japan Equity Fund - Class A

YEARS ENDED AUGUST 31,                  2008            2007            2006 f           2005 f          2004 f
SELECTED PER SHARE DATA
---------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING
OF PERIOD                            $  14.86        $  17.18         $  14.65         $  13.67        $  11.72
--------------------------------     --------        --------         --------         --------        --------
Income (loss) from
investment operations:
  Net investment income
  (loss)a                              (  .01)         (  .06)          (  .06)          (  .03)         (  .08)
________________________________     ________        ________         ________         ________        ________
  Net realized and unrealized
  gain (loss)                          ( 2.98)            .52             3.79             2.23            2.03
--------------------------------     --------        --------         --------         --------        --------
  TOTAL FROM INVESTMENT
  OPERATIONS                           ( 2.99)            .46             3.73             2.20            1.95
________________________________     ________        ________         ________         ________        ________
Less distributions from:
  Net realized gains                   ( 1.87)         ( 2.78)          ( 1.20)          ( 1.22)              -
________________________________     ________        ________         ________         ________        ________
  Tax return of capital                (  .06)              -                -                -               -
--------------------------------     --------        --------         --------         --------        --------
  TOTAL DISTRIBUTIONS                  ( 1.93)         ( 2.78)          ( 1.20)          ( 1.22)              -
________________________________     ________        ________         ________         ________        ________
Redemption fees*                          .00             .00              .00              .00             .00
--------------------------------     --------        --------         --------         --------        --------
NET ASSET VALUE, END OF
PERIOD                               $   9.94        $  14.86         $  17.18         $  14.65        $  13.67
--------------------------------     --------        --------         --------         --------        --------
Total Return (%)b                      (22.07)         2.66c           25.48c           16.72c          16.65c
--------------------------------     --------        --------         --------         --------        --------

RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
---------------------------------------------------------------------------------------------------------------------
Net assets, end of period
($ millions)                               37              57               70               30              29
________________________________     ________        ________         ________         ________        ________
Ratio of expenses before
expense reductions (%)                   1.74            1.52             1.53             1.79          2.10d
________________________________     ________        ________         ________         ________        ________
Ratio of expenses after
expense reductions (%)                   1.74            1.52             1.42             1.40          1.40d
________________________________     ________        ________         ________         ________        ________
Ratio of net investment
income (loss) (%)                      (  .08)         (  .36)          (  .37)          (  .25)         (  .65)
________________________________     ________        ________         ________         ________        ________
Portfolio turnover rate (%)               105             120              105               60          109e
--------------------------------     --------        --------         --------         --------        --------

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.

d   The ratio includes expenses allocated from the Japanese Equity Portfolio.

e   This ratio includes the purchase and sale of portfolio securities of the
   Japanese Equity Fund as a stand-alone fund in addition to the Japanese
   Equity Portfolio.

f   On November 11, 2005, the Fund implemented a .7228027-for-1 reverse stock
   split to realign net asset value per share with Class B and Class C. Share
   and per share information through November 10, 2005 have been updated to
   reflect the effect of the split. Shareholders received .7228027 shares for
   every one share owned and net asset value per share increased
   correspondingly.

*   Amount is less than $.005.

                                                      Financial Highlights  | 19




DWS Japan Equity Fund - Class B

YEARS ENDED AUGUST 31,                  2008            2007             2006             2005            2004
SELECTED PER SHARE DATA
---------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING
OF PERIOD                            $  14.62        $  17.07         $  14.66         $  13.47        $  11.63
--------------------------------     --------        --------         --------         --------        --------
Income (loss) from
investment operations:
  Net investment income
  (loss)a                              (  .11)         (  .18)          (  .19)          (  .17)         (  .19)
________________________________     ________        ________         ________         ________        ________
  Net realized and unrealized
  gain (loss)                          ( 2.91)            .51             3.80             2.24            2.03
--------------------------------     --------        --------         --------         --------        --------
  TOTAL FROM INVESTMENT
  OPERATIONS                           ( 3.02)            .33             3.61             2.07            1.84
________________________________     ________        ________         ________         ________        ________
Less distributions from:
  Net realized gains                   ( 1.87)         ( 2.78)          ( 1.20)          (  .88)              -
________________________________     ________        ________         ________         ________        ________
  Tax return of capital                (  .06)              -                -                -               -
--------------------------------     --------        --------         --------         --------        --------
  TOTAL DISTRIBUTIONS                  ( 1.93)         ( 2.78)          ( 1.20)          (  .88)              -
________________________________     ________        ________         ________         ________        ________
Redemption fees*                          .00             .00              .00              .00             .00
--------------------------------     --------        --------         --------         --------        --------
NET ASSET VALUE, END OF
PERIOD                               $   9.67        $  14.62         $  17.07         $  14.66        $  13.47
--------------------------------     --------        --------         --------         --------        --------
Total Return (%)b                      (22.70)         1.82c           24.61c           15.79c          15.82c
--------------------------------     --------        --------         --------         --------        --------

RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
---------------------------------------------------------------------------------------------------------------------
Net assets, end of period
($ millions)                                6              12               14                8               9
________________________________     ________        ________         ________         ________        ________
Ratio of expenses before
expense reductions (%)                   2.61            2.32             2.28             2.54          2.85d
________________________________     ________        ________         ________         ________        ________
Ratio of expenses after
expense reductions (%)                   2.61            2.31             2.16             2.15          2.15d
________________________________     ________        ________         ________         ________        ________
Ratio of net investment
income (loss) (%)                      (  .95)         ( 1.15)          ( 1.11)          ( 1.00)         ( 1.40)
________________________________     ________        ________         ________         ________        ________
Portfolio turnover rate (%)               105             120              105               60          109e
--------------------------------     --------        --------         --------         --------        --------

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.

d   The ratio includes expenses allocated from the Japanese Equity Portfolio.

e   This ratio includes the purchase and sale of portfolio securities of the
   Japanese Equity Fund as a stand-alone fund in addition to the Japanese
   Equity Portfolio.

*   Amount is less than $.005.

20 | Financial Highlights




DWS Japan Equity Fund - Class C

YEARS ENDED AUGUST 31,                  2008            2007             2006             2005            2004
SELECTED PER SHARE DATA
---------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING
OF PERIOD                            $  14.63        $  17.07         $  14.66         $  13.47        $  11.63
--------------------------------     --------        --------         --------         --------        --------
Income (loss) from
investment operations:
  Net investment income
  (loss)a                              (  .10)         (  .17)          (  .20)          (  .17)         (  .19)
________________________________     ________        ________         ________         ________        ________
  Net realized and unrealized
  gain (loss)                          ( 2.92)            .51             3.81             2.24            2.03
--------------------------------     --------        --------         --------         --------        --------
  TOTAL FROM INVESTMENT
  OPERATIONS                           ( 3.02)            .34             3.61             2.07            1.84
________________________________     ________        ________         ________         ________        ________
Less distributions from:
  Net realized gains                   ( 1.87)         ( 2.78)          ( 1.20)          (  .88)              -
________________________________     ________        ________         ________         ________        ________
  Tax return of capital                (  .06)              -                -                -               -
--------------------------------     --------        --------         --------         --------        --------
  TOTAL DISTRIBUTIONS                  ( 1.93)         ( 2.78)          ( 1.20)          (  .88)              -
________________________________     ________        ________         ________         ________        ________
Redemption fees*                          .00             .00              .00              .00             .00
--------------------------------     --------        --------         --------         --------        --------
NET ASSET VALUE, END OF
PERIOD                               $   9.68        $  14.63         $  17.07         $  14.66        $  13.47
--------------------------------     --------        --------         --------         --------        --------
Total Return (%)b                      (22.67)         1.89c           24.61c           15.79c          15.82c
--------------------------------     --------        --------         --------         --------        --------

RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
---------------------------------------------------------------------------------------------------------------------
Net assets, end of period
($ millions)                               24              49               59               16              16
________________________________     ________        ________         ________         ________        ________
Ratio of expenses before
expense reductions (%)                   2.55            2.26             2.27             2.54          2.85d
________________________________     ________        ________         ________         ________        ________
Ratio of expenses after
expense reductions (%)                   2.55            2.25             2.17             2.15          2.15d
________________________________     ________        ________         ________         ________        ________
Ratio of net investment
income (loss) (%)                      (  .89)         ( 1.09)          ( 1.12)          ( 1.00)         ( 1.40)
________________________________     ________        ________         ________         ________        ________
Portfolio turnover rate (%)               105             120              105               60          109e
--------------------------------     --------        --------         --------         --------        --------

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.

d   The ratio includes expenses allocated from the Japanese Equity Portfolio.

e   This ratio includes the purchase and sale of portfolio securities of the
   Japanese Equity Fund as a stand-alone fund in addition to the Japanese
   Equity Portfolio.

*   Amount is less than $.005.

                                                      Financial Highlights  | 21




HOW TO INVEST IN THE FUND
This prospectus offers 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 offers 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.

THE FOLLOWING PAGES TELL YOU HOW TO INVEST IN THE 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 Investments, 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. You should consult with your
financial advisor to determine which class of shares is appropriate for you.


 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

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 share class 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  | 23




           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 indicate your intent in writing 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")

24 | 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-investments.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 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 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  | 25




           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% is deducted from class assets each year. Class B shares also
           deduct a shareholder servicing fee of up to 0.25% 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.

26 | 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 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.

                                                    Choosing a Share Class  | 27




           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.

28 | Choosing a Share Class




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 payable to "DWS
                                                Investments" and an investment slip
 -  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                    include a letter with your name,
  Investments"                                  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 your             -  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-
                                                investments.com or log in if already
                                                registered
                                                -  Follow the instructions for buying
                                                shares with money from your bank
                                                account

--------------------------------------------------------------------------------
REGULAR MAIL:

First Investment: DWS Investments, PO Box 219356, Kansas City, MO 64121-9356
Additional Investments: DWS Investments, PO Box 219154, Kansas City, MO
64121-9154

EXPRESS, REGISTERED OR CERTIFIED MAIL:
DWS Investments, 210 West 10th Street, Kansas City, MO 64105-1614

                                        How to Buy Class A, B and C Shares  | 29




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 using the
  method that's most convenient for you         method 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-                        -  Register at www.dws-
  investments.com or log in if already          investments.com or log in if already
  registered                                    registered
 -  Follow the instructions for making on-      -  Follow the instructions for making on-
  line exchanges                                line redemptions

--------------------------------------------------------------------------------

TO REACH US:  WEB SITE: www.dws-investments.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

30 | How to Exchange or Sell Class A, B and C Shares




           Financial intermediary support payments

           The Advisor, DWS Investments 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
           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 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  | 31




           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,
           .05% 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 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
           Investments 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

32 | 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 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 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  | 33




           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 MINIMUMS. 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

34 | Policies You Should Know About




           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. The fund may close your account and send you
           the proceeds if your balance falls below $1,000 ($500 for accounts
           with an Automatic Investment Plan funded with $50 or more per month
           in subsequent investments) or below $250 for retirement accounts. 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 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  | 35




           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 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 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 funds-of-funds.

36 | 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 interests 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, 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 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  | 37




           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 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

38 | Policies You Should Know About




           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 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 (xii) 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 with 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 Investments. 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.

THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS

The DWS Investments Web site can be a valuable resource for shareholders with
Internet access. Go to WWW.DWS-INVESTMENTS.COM to get up-to-date information,
review balances or even place orders for exchanges.

                                            Policies You Should Know About  | 39




           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 a check
           drawn on a US bank, a bank or Federal Funds wire transfer or an
           electronic bank transfer. The fund does not accept third party
           checks. A third party check is a check made payable to one or more
           parties and offered as payment to one or more other parties (e.g., a
           check made payable to you that you offer as payment to someone
           else). 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.

           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

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.

40 | Policies You Should Know About




           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 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

                                            Policies You Should Know About  | 41




            -  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
           INVESTMENTS 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 Investments.

           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
           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 (e.g.,
           redemption proceeds by wire) may also be delayed or unavailable when
           you are selling shares recently purchased or in the event of the
           closing of the Federal Reserve wire payment system. 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

42 | Policies You Should Know About




           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 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").

           THE 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 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

                                            Policies You Should Know About  | 43




           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.)

           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
              if we have been notified by the IRS that you are subject to
              backup withholding or if you fail to provide us with the 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

44 | Policies You Should Know About




            -  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
               interests 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 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; 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 investments it holds and by
           selling investments 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 other distribution for a given period.

           THE FUND INTENDS TO PAY DIVIDENDS AND DISTRIBUTIONS to its
           shareholders annually in December and, if necessary, may do so at
           other times as well.

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  | 45




           Dividends or distributions declared and payable 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. Under the terms
           of 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.

46 | Understanding Distributions and Taxes




           THE FEDERAL INCOME TAX STATUS of the 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 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. The fund may elect
           to pass through to its shareholders a credit or deduction for
           foreign taxes it has paid if at the end of its fiscal year more than
           50% of the value of the fund's total assets consists of stocks or
           securities of foreign corporations. 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.

           Investments in certain debt obligations or other securities may
           cause the fund to recognize taxable income in excess of the cash
           generated by them. 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 received by the fund from domestic and
           some foreign corporations. It does not include income from
           investments in

                                     Understanding Distributions and Taxes  | 47




           debt securities  or, generally, from real estate investment trusts.
           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 temporarily reduced to 15%, in general, with lower rates
           applying to taxpayers in the 10% and 15% rate brackets. For taxable
           years beginning on or after January 1, 2011, the maximum 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 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 pays a dividend. In tax-
           advantaged retirement accounts you generally 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 the 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 the fund. For
           more information, see "Taxes" in the Statement of Additional
           Information.

48 | 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 historical rate of return for the fund may be
           higher or lower than 5% and, for money funds, is typically less than
           5%. 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  | 49




DWS Japan 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
              FEES AND        EXPENSE        FEES AND           FEES AND            AND
YEAR          EXPENSES         RATIOS        EXPENSES           EXPENSES         EXPENSES
   1            5.00%        1.74%             -2.68%       $  9,732.26        $   741.67
   2           10.25%        1.74%              0.50%       $ 10,049.53        $   172.10
   3           15.76%        1.74%              3.77%       $ 10,377.14        $   177.71
   4           21.55%        1.74%              7.15%       $ 10,715.44        $   183.51
   5           27.63%        1.74%             10.65%       $ 11,064.76        $   189.49
   6           34.01%        1.74%             14.25%       $ 11,425.47        $   195.66
   7           40.71%        1.74%             17.98%       $ 11,797.94        $   202.04
   8           47.75%        1.74%             21.83%       $ 12,182.55        $   208.63
   9           55.13%        1.74%             25.80%       $ 12,579.70        $   215.43
  10           62.89%        1.74%             29.90%       $ 12,989.80        $   222.45
  TOTAL                                                                        $ 2,508.69

DWS Japan 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%        2.61%              2.39%       $ 10,239.00        $   264.12
   2           10.25%        2.61%              4.84%       $ 10,483.71        $   270.43
   3           15.76%        2.61%              7.34%       $ 10,734.27        $   276.89
   4           21.55%        2.61%              9.91%       $ 10,990.82        $   283.51
   5           27.63%        2.61%             12.54%       $ 11,253.50        $   290.29
   6           34.01%        2.61%             15.22%       $ 11,522.46        $   297.23
   7           40.71%        1.74%             18.98%       $ 11,898.09        $   203.76
   8           47.75%        1.74%             22.86%       $ 12,285.97        $   210.40
   9           55.13%        1.74%             26.86%       $ 12,686.49        $   217.26
  10           62.89%        1.74%             31.00%       $ 13,100.07        $   224.34
  TOTAL                                                                        $ 2,538.23

50 | Appendix




DWS Japan 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
              FEES AND        EXPENSE        FEES AND           FEES AND            AND
YEAR          EXPENSES         RATIOS        EXPENSES           EXPENSES         EXPENSES
   1            5.00%        2.55%              2.45%       $ 10,245.00        $   258.12
   2           10.25%        2.55%              4.96%       $ 10,496.00        $   264.45
   3           15.76%        2.55%              7.53%       $ 10,753.15        $   270.93
   4           21.55%        2.55%             10.17%       $ 11,016.61        $   277.56
   5           27.63%        2.55%             12.87%       $ 11,286.51        $   284.36
   6           34.01%        2.55%             15.63%       $ 11,563.03        $   291.33
   7           40.71%        2.55%             18.46%       $ 11,846.33        $   298.47
   8           47.75%        2.55%             21.37%       $ 12,136.56        $   305.78
   9           55.13%        2.55%             24.34%       $ 12,433.91        $   313.27
  10           62.89%        2.55%             27.39%       $ 12,738.54        $   320.95
  TOTAL                                                                        $ 2,885.22

                                                                  Appendix  | 51




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 Investments at the address listed
below. The fund's SAI and shareholder reports are also available through the
DWS Investments Web site at www.dws-investments.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 INVESTMENTS      SEC                     DISTRIBUTOR
-----------------    --------------------    ------------------------------
PO Box 219151        100 F Street, N.E.      DWS Investments Distributors,
Kansas City, MO      Washington, D.C.        Inc.
64121-9151           20549-0102              222 South Riverside Plaza
WWW.DWS-             WWW.SEC.GOV             Chicago, IL 60606-5808
INVESTMENTS.COM      (800) SEC-0330          (800) 621-1148
(800) 621-1048

SEC FILE NUMBER:
DWS Investors Funds, Inc.        DWS Japan Equity Fund    811-08227

(12/01/08) DJEF-1                [RECYCLE GRAPHIC APPEARS HERE]
                                                                       [Logo]DWS
                                                                      INVESTMENT
                                                             Deutsche Bank Group




               SUPPLEMENT TO THE CURRENTLY EFFECTIVE PROSPECTUSES

                                 -----------------

                             DWS Japan Equity Fund

Effective on or about April 1, 2009, Masaaki Kadota will replace Kenji Chihara
as a portfolio manager for the above-listed fund. The following biographical
information for Mr. Kadota replaces that for Mr. Chihara in the "Portfolio
management" section of the fund's prospectuses:

  Masaaki Kadota Vice President of Deutsche Asset Management (Japan) Limited and
  Portfolio Manager of the fund.
    oPortfolio manager for Global ex-Japan Equity: Tokyo, since 2002.
    oJoined Deutsche Asset Management in 2001 and the fund in 2009.
    oPrior to that, worked for 5 years at J.P.Morgan Securities and STB Asset
     Management.
    oBachelor's degree in Political Science, Waseda University; Master's in
     Finance degree from London Business School, University of London; MSc in
     Investment Management, Sir John Cass Business School, City University,
     London.

               Please Retain This Supplement for Future Reference

                                                                    [Logo]DWS
                                                                   INVESTMENTS
                                                           Deutsche Bank Group

March 27, 2009
DJEF-3601




               SUPPLEMENT TO THE CURRENTLY EFFECTIVE PROSPECTUSES:

                                 -----------------

                              DWS Japan Equity 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 Japan Equity Fund              DWS International Value Opportunities 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.

                                                                     [Logo]DWS
                                                                   INVESTMENTS
                                                           Deutsche Bank Group
January 23, 2009
DJEF-3600




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 Investments Distributors, Inc. ("DIDI")
   ("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 DIDI 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 DIDI, 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.

DIDI 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

                                       2
January 23, 2009
DJEF-3600




                                DECEMBER 1, 2008

                                   PROSPECTUS
                              ------------------
                                    CLASS S

                             DWS JAPAN EQUITY 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.

                                                 RESHAPING INVESTING. [DWS Logo]
                                                             Deutsche Bank Group




CONTENTS

HOW THE FUND WORKS
  4      The Fund's Main Investment
         Strategy
  5      The Main Risks of Investing in
         the Fund
  9      The Fund's Performance
         History
 11      How Much Investors Pay
 12      Other Policies and Secondary
         Risks
 13      Who Manages and Oversees
         the Fund
 17      Financial Highlights

HOW TO INVEST IN THE FUND
 20      How to Buy Class S Shares
 21      How to Exchange or Sell
         Class S Shares
 24      Policies You Should Know
         About
 35      Understanding Distributions
         and Taxes
 39      Appendix




HOW THE FUND WORKS
On the next few pages, you'll find information about the fund's investment
objective, the main strategies it uses to pursue that objective 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.

CLASS S shares are generally only available to new investors through fee-based
programs of investment dealers that have special agreements with the fund's
distributor, through certain group retirement plans and through certain
registered investment advisors. These dealers and advisors typically charge
ongoing fees for services they provide.

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-INVESTMENTS.COM (the
Web site does not form a part of this prospectus).




                               Class S
  ticker symbol                FJESX
    fund number                2369

    DWS JAPAN EQUITY FUND

            THE FUND'S MAIN INVESTMENT STRATEGY

            The fund seeks high capital appreciation.

            Under normal circumstances, the fund seeks to achieve its objective
            by investing at least 80% of its assets, measured at the time a
            security is purchased, in Japanese equity securities (securities
            issued by companies organized under the laws of Japan or their
            affiliates, or by a company that derives more than half of its
            revenues from Japan). The fund invests primarily in common stocks
            of companies of any size, including up to 30% of net assets in
            smaller companies that are traded over-the-counter. The fund's
            equity investments are mainly common stocks, but may also include
            preferred stocks and other securities with equity characteristics,
            such as convertible securities and warrants.

            In choosing stocks, portfolio management relies most heavily on the
            following analytical disciplines:

            -  BOTTOM-UP RESEARCH. Portfolio management looks for individual
               companies with a history of above-average growth, strong
               competitive positioning, attractive prices relative to potential
               growth, sound financial strength and effective management, among
               other factors.

            -  GROWTH ORIENTATION. Portfolio management generally looks for
               companies that it believes have above-average potential for
               sustainable growth of revenue or earnings and whose market value
               appears reasonable in light of their business prospects.

            Portfolio management will normally sell a stock when it believes
            the issuer's fundamental factors have changed, other investments
            offer better opportunities or when adjusting the fund's emphasis on
            a given industry.

4 | DWS Japan 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 and options, including
            sales of covered put and call options.

            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 with this fund is how stock markets perform - in this case,
            the Japanese market. When Japanese stock prices fall, you should
            expect the value of your investment to fall as well. To the extent
            that the fund invests in smaller-sized companies, it will be more
            susceptible to these risks as smaller-sized companies have limited
            business lines and financial resources, making them especially
            vulnerable to business risks and economic downturns.

            FOREIGN INVESTMENT RISK. Foreign investments involve certain
            special risks, including:

            -  POLITICAL RISK. Some foreign governments have limited the
               outflow of profits to investors abroad, imposed restrictions on
               the exchange or export of foreign currency, extended diplomatic
               disputes to include trade and financial relations, seized
               foreign investments and imposed higher taxes.

THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS

This fund is designed for individuals who are seeking high capital appreciation
and are willing to accept the risks of investing in the stocks of companies in a
particular foreign country or region.

                                                      DWS Japan Equity Fund  | 5




            -  INFORMATION RISK. Companies based in foreign markets are usually
               not subject to accounting, auditing and financial reporting
               standards and practices as stringent as those in the US.
               Therefore, their financial reports may present an incomplete,
               untimely or misleading picture of a company, as compared to the
               financial reports required in the US.

            -  LIQUIDITY RISK. Investments that trade less frequently can be
               more difficult or more costly to buy, or to sell, than more
               liquid or active investments. This liquidity risk is a factor of
               the trading volume of a particular investment, as well as the
               size and liquidity of the entire local market. On the whole,
               foreign exchanges are smaller and less liquid than US exchanges.
               This can make buying and selling certain investments more
               difficult and costly. Relatively small transactions in some
               instances can have a disproportionately large effect on the
               price and supply of securities. In certain situations, it may
               become virtually impossible to sell an investment in an orderly
               fashion at a price that approaches portfolio management's
               estimate of its value. For the same reason, it may at times be
               difficult to value the fund's foreign investments.

            -  REGULATORY RISK. There is generally less government regulation
               of foreign markets, companies and securities dealers than in the
               US.

            -  CURRENCY RISK. The fund invests in securities denominated in
               foreign currencies. Changes in exchange rates between foreign
               currencies and the US dollar may affect the US dollar value of
               foreign securities or the income or gain received on these
               securities.

            -  LIMITED LEGAL RECOURSE RISK. Legal remedies for investors may be
               more limited than the legal remedies available in the US.

            -  TRADING PRACTICE RISK. Brokerage commissions and other fees are
               generally higher for foreign investments than for US
               investments. The procedures and rules governing foreign
               transactions and custody may also involve delays in payment,
               delivery or recovery of money or investments.

            -  TAXES. Foreign withholding and certain other taxes may reduce
               the amount of income available to distribute to shareholders of
               the fund. In addition, special US tax considerations may apply
               to the fund's foreign investments.

6 | DWS Japan Equity Fund




            INVESTMENT FOCUS RISK. Focusing on a single country involves
            increased currency, political, regulatory and other risks. Because
            the fund concentrates its investments in Japanese equity
            securities, market swings in Japan will have a greater effect on
            fund performance than they would in a more geographically
            diversified equity fund.

            GROWTH INVESTING RISK. Since growth stocks usually reinvest a large
            portion of earnings in their own businesses, they may lack the
            dividends associated with value stocks that might otherwise cushion
            their decline in a falling market. Earnings disappointments in
            growth stocks often result in sharp price declines because
            investors buy these stocks for their potential superior earnings
            growth. Growth stocks may also be out of favor for certain periods
            in relation to value stocks.

            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.

            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 Japan Equity Fund  | 7




            Other factors that could affect performance include:

            -  portfolio management could be wrong in the analysis of foreign
               governments, industries, companies, economic trends, the
               relative attractiveness of different sizes of stocks,
               geographical trends or other matters.

            -  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.

8 | DWS Japan 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 S 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
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 S 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 Japan Equity Fund

ANNUAL TOTAL RETURN (%) AS OF 12/31 EACH YEAR - Class S

38.53      10.18      34.50       2.43     -7.94
2003       2004       2005       2006      2007

2008 TOTAL RETURN AS OF SEPTEMBER 30: -26.95%
FOR THE PERIODS INCLUDED IN THE BAR CHART:
BEST QUARTER: 23.19%, Q3 2003                 WORST QUARTER: -9.38%, Q4 2007

                                                      DWS Japan Equity Fund  | 9




AVERAGE ANNUAL TOTAL RETURNS (%) as of 12/31/2007

                                                1 YEAR        5 YEARS      SINCE INCEPTION*
 CLASS S
   Return before Taxes                           -7.94          14.12             9.78
   Return after Taxes on Distributions          -10.32          12.08             7.97
   Return after Taxes on Distributions
   and Sale of Fund Shares                       -2.55**        12.01            8.24**
 TOKYO STOCK EXCHANGE STOCK PRICE
 INDEX ("TOPIX") (reflects no
 deductions for fees, expenses or
 taxes)                                          -5.19          14.51           10.81

 *   Inception date for Class S was July 15, 2002. Index comparison begins on
     July 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 returns would have been lower if operating expenses hadn't been
 reduced.

 THE TOKYO STOCK EXCHANGE STOCK PRICE INDEX ("TOPIX") is an unmanaged
 capitalization-weighted measure (adjusted in US dollars) of all shares listed
 on the first section of the Tokyo Stock Exchange.

--------------------------------------------------------------------------------
Current performance may be higher or lower than the performance data quoted
above. For more recent performance information, call your financial advisor or
(800) 728-3337 or visit our Web site at www.dws-investments.com.

--------------------------------------------------------------------------------
Return information assumes that fund shares were sold at the end of the period.

RETURN AFTER TAXES ON DISTRIBUTIONS 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 reflects taxes on
both the fund's distributions and a shareholder's gain or loss from selling
fund shares.

10 | DWS Japan 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 S
 SHAREHOLDER FEES, paid directly from your investment
______________________________________________________________________
 Redemption/Exchange fee, on shares
 owned less than 15 days (as % of
 amount redeemed, if applicable)1                   2.00%

 ANNUAL OPERATING EXPENSES, deducted from fund assets
______________________________________________________________________
 Management Fee                                     0.85%
 Distribution/Service (12b-1) Fee                   None
 Other Expenses2                                    0.91
 TOTAL ANNUAL OPERATING EXPENSES                    1.76
 Less Fee Waiver/Expense
 Reimbursement3                                     0.27
 NET ANNUAL OPERATING EXPENSES3                     1.49

1
  This fee is charged on 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 November 30, 2009, the Advisor has contractually agreed to waive
   all or a portion of its management fee and reimburse or pay operating
   expenses of the fund to the extent necessary to maintain the fund's total
   annual operating expenses at 1.49% for Class S shares, 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 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
 Class S shares        $152         $528         $929       $2,051

                                                     DWS Japan Equity Fund  | 11




OTHER POLICIES AND SECONDARY 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. However, the Board will provide
              shareholders with at least 60 days' notice prior to making any
              changes to the fund's 80% investment policy as described herein.

           -  As a temporary defensive measure, the fund could shift up to 100%
              of assets into investments such as money market securities. This
              could prevent losses, but, while engaged in a temporary defensive
              position, the 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.

           -  The fund may trade actively. This could raise transaction costs
              (thus lowering return) and could mean distributions to
              shareholders will be taxed at higher federal income tax rates.

           -  Certain DWS fund-of-funds are permitted to invest in the fund. As
              a result, the fund may have large inflows or outflows of cash
              from time to time. This could have adverse effects on the fund's
              performance if the fund were required to sell securities or
              invest cash at times when it otherwise would not do so. This
              activity could also accelerate the realization of capital gains
              and increase the fund's transaction costs. The Advisor will
              monitor the impact of these transactions and the fund may
              discontinue such arrangements if they are not deemed to be in the
              best interests of the fund.

           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 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,

12 | Other Policies and Secondary Risks




           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.

           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 objective.

           A complete list of the fund's portfolio holdings as of the month-end
           is posted on www.dws-investments.com on or about the 15th day of the
           following month. More frequent posting of portfolio holdings
           information may be made from time to time on
           www.dws-investments.com. The posted portfolio holdings information
           is available by fund and 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. 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.

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.

                                         Who Manages and Oversees the Fund  | 13




           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, DIMA 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.

           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 Japan Equity Fund                  0.85%

           A discussion regarding the basis for the Board's approval of the
           fund's investment management agreement and subadvisory agreement, is
           contained in the most recent shareholder report for the semi-annual
           period ended February 28 (see "Shareholder reports" on the back
           cover).

           Under a separate administrative services agreement between the fund
           and the Advisor, the fund pays the Advisor a fee for providing most
           of the fund's administrative services.

14 | Who Manages and Oversees the Fund




           Subadvisor

           Deutsche Asset Management (Japan) Limited ("DeAMJ"), Sanno Park
           Tower, 2-11-1 Nagatacho, Chiyoda-ku, Tokyo, Japan 100-6173, an
           affiliate of DIMA, is the subadvisor for the fund. Under DIMA's
           oversight, DeAMJ renders daily investment advisory and management
           services, including services related to foreign securities, foreign
           currency transactions and related investments with regard to the
           fund's portfolio. The Advisor compensates DeAMJ out of the
           management fee it receives from the fund.

                                         Who Manages and Oversees the Fund  | 15




Portfolio management

The following person handles the day-to-day management of the fund.

Kenji Chihara
Director of Deutsche Asset Management (Japan) Limited and Portfolio Manager of
the fund.
- Joined Deutsche Trust Bank in 1997 and transferred to Deutsche Asset
   Management (Japan) Limited in October 2005.
- Joined the fund in 2005.
- Formerly Chief Investment Officer of Deutsche Trust Bank.
- Over 21 years of investment industry experience.

- Previously served as Japanese Equity Fund Manager at Okasan Investment
   Management for five years and in various positions at Okasan Securities for
   five years prior to joining Deutsche Asset Management Group.
- BA, Kyushu University, Chartered Member of the Security Analysts Association
   of Japan.

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.

16 | 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 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). On August 20, 2004, the fund
converted to a stand-alone fund from a master-feeder structure. Certain ratio
results for the year ended August 31, 2004 from activity prior to this
conversion are included in the Financial Highlights.

                                                      Financial Highlights  | 17




DWS Japan Equity Fund - Class S

YEARS ENDED AUGUST 31,                  2008            2007           2006 e           2005 e          2004 e
SELECTED PER SHARE DATA
---------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING
OF PERIOD                            $  14.92        $  17.22         $  14.65         $  13.63        $  11.66
--------------------------------     --------        --------         --------         --------        --------
Income (loss) from
investment operations:
  Net investment income
  (loss)a                              (  .02)         (  .03)          (  .01)             .01          (  .04)
________________________________     ________        ________         ________         ________        ________
  Net realized and unrealized
  gain (loss)                          ( 2.98)            .51             3.78             2.22            2.01
--------------------------------     --------        --------         --------         --------        --------
  TOTAL FROM INVESTMENT
  OPERATIONS                           ( 3.00)            .48             3.77             2.23            1.97
________________________________     ________        ________         ________         ________        ________
Less distributions from:
  Net realized gains                   ( 1.87)         ( 2.78)          ( 1.20)          ( 1.21)              -
________________________________     ________        ________         ________         ________        ________
  Tax return of capital                (  .06)              -                -                -               -
--------------------------------     --------        --------         --------         --------        --------
  TOTAL DISTRIBUTIONS                  ( 1.93)         ( 2.78)          ( 1.20)          ( 1.21)              -
________________________________     ________        ________         ________         ________        ________
Redemption fees*                          .00             .00              .00              .00             .00
--------------------------------     --------        --------         --------         --------        --------
NET ASSET VALUE, END OF
PERIOD                               $   9.99        $  14.92         $  17.22         $  14.65        $  13.63
--------------------------------     --------        --------         --------         --------        --------
Total Return (%)b                      (22.11)         2.85b           25.81b           17.01b          16.88b
--------------------------------     --------        --------         --------         --------        --------

RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
---------------------------------------------------------------------------------------------------------------------
Net assets, end of period
($ millions)                               23              85               65               41              38
________________________________     ________        ________         ________         ________        ________
Ratio of expenses before
expense reductions (%)                   1.76            1.37             1.28             1.54          1.85c
________________________________     ________        ________         ________         ________        ________
Ratio of expenses after
expense reductions (%)                   1.76            1.37             1.16             1.15          1.15c
________________________________     ________        ________         ________         ________        ________
Ratio of net investment
income (loss) (%)                      (  .10)         (  .21)          (  .11)             .00          (  .40)
________________________________     ________        ________         ________         ________        ________
Portfolio turnover rate (%)               105             120              105               60          109d
--------------------------------     --------        --------         --------         --------        --------

a   Based on average shares outstanding during the period.

b   Total return would have been lower had certain expenses not been reduced.

c   The ratio includes expenses allocated from the Japanese Equity Portfolio.

d   This ratio includes the purchase and sale of portfolio securities of the
   Japanese Equity Fund as a stand-alone fund in addition to the Japanese
   Equity Portfolio.

e   On November 11, 2005, the Fund implemented a .72649047-for-1 reverse stock
   split to realign net asset value per share with Class B and Class C. Share
   and per share information through November 10, 2005 have been updated to
   reflect the effect of the split. Shareholders received .72649047 shares for
   every one share owned and net asset value per share increased
   correspondingly.

*   Amount is less than $.005.

18 | 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. 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 Investments, 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.

Please remember, CLASS S shares are generally only available to new investors
through fee-based programs of investment dealers that have special agreements
with the fund's distributor, through certain group retirement plans and through
certain registered investment advisors. These dealers and advisors typically
charge ongoing fees for services they provide.

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.




How to BUY Class S Shares


 FIRST INVESTMENT                              ADDITIONAL INVESTMENTS
 $2,500 or more for regular accounts           $50 or more for regular accounts and
 $1,000 or more for IRAs and UTMAs/           IRAs
 UGMAs                                        $50 or more for an account with an
 $1,000 or more for an account with an        Automatic Investment Plan
 Automatic Investment Plan
 BY MAIL OR EXPRESS MAIL (SEE BELOW)
                                              Send a DWS Investments investment
 -  Fill out and sign an application
                                              slip or short note that includes:
 -  Send it to us at the appropriate
                                              -  fund and class name
  address, along with an investment
  check made payable to "DWS                  -  account number
  Investments"                                -  check made payable to "DWS
                                              Investments"
 BY WIRE
 -  Call (800) 728-3337 for instructions      -  Call (800) 728-3337 for instructions
 BY PHONE
 Not available                                -  Call (800) 728-3337 for instructions
 WITH AN AUTOMATIC INVESTMENT PLAN
 -  Fill in the information on your           -  To set up regular investments from a
  application including a check for the       bank checking account, call
  initial investment and a voided check       (800) 728-3337 (minimum $50)
 USING QuickBuy
 Not available                                -  Call (800) 728-3337 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
 -  Register at                               -  Call (800) 728-3337 to ensure you have
  www.dws-investments.com or log in if        electronic services
  already registered                          -  Register at www.dws-
 -  Print out a prospectus and a new          investments.com
  account application                         or log in if already registered
 -  Complete and return the application       -  Follow the instructions for buying
  with your check                             shares with money from your bank
                                              account

--------------------------------------------------------------------------------
REGULAR MAIL:

First Investment: DWS Investments, PO Box 219356, Kansas City, MO 64121-9356
Additional Investments: DWS Investments, PO Box 219154, Kansas City, MO
64121-9154

EXPRESS, REGISTERED OR CERTIFIED MAIL:
DWS Investments, 210 West 10th Street, Kansas City, MO 64105-1614

20 | How to Buy Class S Shares




How to EXCHANGE or SELL Class S 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"
  $2,500 minimum per fund
  $1,000 minimum for IRAs and UTMAs/
  UGMAs
 BY PHONE                                        BY PHONE OR WIRE
 -  Call (800) 728-3337 for instructions        -  Call (800) 728-3337 for instructions
 USING THE AUTOMATED INFORMATION LINE
 -  Call (800) 728-3337 for instructions        -  Call (800) 728-3337 for instructions
 BY MAIL OR EXPRESS MAIL
 (see previous page for address)
 Your instructions should include:              Your instructions should include:
 -  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          -  To set up regular cash payments from
  fund account, call (800) 728-3337             a DWS fund account, call
                                                (800) 728-3337
 USING QuickSell
 Not available                                  -  Call (800) 728-3337 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-                        -  Register at www.dws-
  investments.com or log in if already          investments.com or log in if already
  registered                                    registered
 -  Follow the instructions for making on-      -  Follow the instructions for making on-
  line exchanges                                line redemptions

--------------------------------------------------------------------------------

TO REACH US:   WEB SITE: www.dws-investments.com
               TELEPHONE REPRESENTATIVE: (800) 728-3337, 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 Sell or Exchange Class S Shares  | 21




           Financial intermediary support payments

           The Advisor, DWS Investments 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
           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 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.

22 | How to Sell or Exchange Class S Shares




           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,
           .05% 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 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
           Investments 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

                                    How to Sell or Exchange Class S Shares  | 23




           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 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 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)
           728-3337.

           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.

THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS

Questions? You can speak to a DWS Investments representative between 9 a.m. and
6 p.m. Eastern time on any fund business day by calling (800) 728-3337.

24 | Policies You Should Know About




           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.

           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 MINIMUMS. The minimum initial investment is $2,500,
           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 fiduciary accounts such as

                                            Policies You Should Know About  | 25




           IRAs and custodial accounts such as Uniform Gifts to Minors Act and
           Uniform Transfers to Minors Act accounts for which the minimum
           initial investment is $1,000 per account. In addition, the minimum
           initial investment is $1,000 if an automatic investment plan of $50
           per month is established. 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 $2,500 ($1,000 with an
           Automatic Investment Plan funded with $50 or more per month in
           subsequent investments) or below $250 for retirement accounts. 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).

           Because of the high cost of servicing accounts with low balances, an
           account maintenance fee of $6.25 per quarter (for a $25 annual fee)
           will be assessed on accounts whose balances fail to meet the minimum
           initial investment requirement for a period of 90 days prior to the
           assessment date. The quarterly assessment will occur on or about the
           15th of the last month in each calendar quarter. Please note that
           the fee will be assessed on accounts that fall below the minimum for
           any reason, including due to market value fluctuations, redemptions
           or exchanges. The account maintenance fee will apply to all
           shareholders of the DWS Funds except for: accounts with an automatic
           investment plan, accounts held in an omnibus account through a
           financial services firm, accounts maintained on behalf of
           participants in certain fee based and wrap programs offered through
           certain financial intermediaries approved by the Advisor and
           participant level accounts in group retirement plans held on the
           records of a retirement plan record keeper.

           SUBSEQUENT INVESTMENTS. The minimum subsequent investment is $50.
           However, there is no minimum investment requirement for subsequent
           investments on behalf of participants in certain fee-based and wrap
           programs offered through certain financial intermediaries approved
           by the Advisor.

26 | Policies You Should Know About




           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 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 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

                                            Policies You Should Know About  | 27




           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 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 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 funds-of-funds.

           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 interests 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, 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 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.")

28 | Policies You Should Know About




           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.

           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

THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS

The DWS Investments Web site can be a valuable resource for shareholders with
Internet access. Go to WWW.DWS-INVESTMENTS.COM to get up-to-date information,
review balances or even place orders for exchanges.

                                            Policies You Should Know About  | 29




           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 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 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 (xii) 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 with 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.

30 | Policies You Should Know About




           THE AUTOMATED INFORMATION LINE IS AVAILABLE 24 HOURS A DAY BY
           CALLING (800) 728-3337. You can use our automated phone services to
           get information on DWS funds generally and on accounts held directly
           at DWS Investments. 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) 728-3337.

           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) 728-3337 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.

            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 a check
           drawn on a US bank, a bank or Federal Funds wire transfer or an
           electronic bank transfer. The fund does not accept third party
           checks. A third party check is a check made payable to one or more
           parties and offered as payment to one or more other

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  | 31




           parties (e.g., a check made payable to you that you offer as payment
           to someone else). 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.

           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)
           728-3337 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
           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 (e.g.,
           redemption proceeds by wire) may also be delayed or unavailable when
           you are selling shares recently purchased or in the event of the
           closing of the Federal Reserve wire payment system. 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

32 | Policies You Should Know About




           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 and sell shares is based on the NAV per
           share next calculated after the order is received by the transfer
           agent.

           THE 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 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

                                            Policies You Should Know About  | 33




           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.)

           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
              if we have been notified by the IRS that you are subject to
              backup withholding or if you fail to provide us with the 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 the fund's best
              interests or when the fund is requested or compelled to do so by
              governmental authority or by applicable law

34 | Policies You Should Know About




            -  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 applicable redemption fee, if any); 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; 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 investments it holds and by
           selling investments 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 other distribution for a given period.

         THE FUND INTENDS TO PAY DIVIDENDS AND DISTRIBUTIONS to its shareholders
         annually in December and, if necessary, may do so at other times as
         well.

           Dividends or distributions declared and payable 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.

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  | 35




           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. Under the terms
           of 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 depends 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. The fund may elect
           to pass through to its shareholders a credit or deduction for
           foreign taxes it has paid if

36 | Understanding Distributions and Taxes




           at the end of its fiscal year more than 50% of the value of the
           fund's total assets consists of stocks or securities of foreign
           corporations. 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.

           Investments in certain debt obligations or other securities may
           cause the fund to recognize taxable income in excess of the cash
           generated by them. 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 received by the fund from domestic and
           some foreign corporations. It does not include income from
           investments in debt securities  or, generally, from real estate
           investment trusts. 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 temporarily reduced to 15%, in general, with lower rates
           applying to taxpayers in the 10% and 15% rate brackets. For taxable
           years beginning on or after January 1, 2011, the maximum 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.

                                     Understanding Distributions and Taxes  | 37




           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 pays a dividend. In tax-
           advantaged retirement accounts you generally 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 the 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 the fund. For
           more information, see "Taxes" in the Statement of Additional
           Information.

38 | 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 historical rate of return for the fund may be
           higher or lower than 5% and, for money funds, is typically less than
           5%. 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  | 39




DWS Japan Equity Fund - Class S

              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%        1.49%              3.51%       $ 10,351.00        $   151.61
   2           10.25%        1.76%              6.86%       $ 10,686.37        $   185.13
   3           15.76%        1.76%             10.33%       $ 11,032.61        $   191.13
   4           21.55%        1.76%             13.90%       $ 11,390.07        $   197.32
   5           27.63%        1.76%             17.59%       $ 11,759.11        $   203.71
   6           34.01%        1.76%             21.40%       $ 12,140.10        $   210.31
   7           40.71%        1.76%             25.33%       $ 12,533.44        $   217.13
   8           47.75%        1.76%             29.40%       $ 12,939.52        $   224.16
   9           55.13%        1.76%             33.59%       $ 13,358.76        $   231.42
  10           62.89%        1.76%             37.92%       $ 13,791.59        $   238.92
  TOTAL                                                                        $ 2,050.84

40 | 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) 728-3337, or contact DWS Investments at the address listed
below. The fund's SAI and shareholder reports are also available through the
DWS Investments Web site at www.dws-investments.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 INVESTMENTS      SEC                     DISTRIBUTOR
-----------------    --------------------    ------------------------------
PO Box 219151        100 F Street, N.E.      DWS Investments Distributors,
Kansas City, MO      Washington, D.C.        Inc.
64121-9151           20549-0102              222 South Riverside Plaza
WWW.DWS-             WWW.SEC.GOV             Chicago, IL 60606-5808
INVESTMENTS.COM      (800) SEC-0330          (800) 621-1148
(800) 728-3337

SEC FILE NUMBER:
DWS Investors Funds, Inc.        DWS Japan Equity Fund    811-08227

(12/01/08) 369-2                 [RECYCLE GRAPHIC APPEARS HERE]
                                                                       [Logo]DWS
                                                                      INVESTMENT
                                                             Deutsche Bank Group




   SUPPLEMENT TO THE CURRENTLY EFFECTIVE STATEMENTS OF ADDITIONAL INFORMATION
                  FOR CLASS A SHARES OF THE FUNDS LISTED BELOW:

                              ---------------------


 DWS Alternative Asset Allocation Plus Fund   DWS Gold & Precious Metals Fund             DWS Money Market Prime Series - DWS Cash
 DWS Balanced Fund                            DWS Growth & Income Fund                      Investment Trust
 DWS Blue Chip Fund                           DWS Health Care Fund                        DWS New York Tax-Free Income Fund
 DWS California Tax-Free Income Fund          DWS High Income Fund                        DWS RREEF Global Infrastructure Fund
 DWS Capital Growth Fund                      DWS High Income Plus Fund                   DWS RREEF Global Real Estate Securities
 DWS Climate Change Fund                      DWS Inflation Protected Plus Fund             Fund
 DWS Commodity Securities Fund                DWS Intermediate Tax/AMT Free Fund          DWS RREEF Real Estate Securities Fund
 DWS Communications Fund                      DWS International Fund                      DWS S&P 500 Index Fund
 DWS Core Fixed Income Fund                   DWS International Select Equity Fund        DWS S&P 500 Plus Fund
 DWS Core Plus Allocation Fund                DWS International Value Opportunities       DWS Select Alternative Allocation Fund
 DWS Core Plus Income Fund                      Fund                                      DWS Short Duration Fund
 DWS Disciplined Long/Short Growth Fund       DWS Japan Equity Fund                       DWS Short Duration Plus Fund
 DWS Disciplined Long/Short Value Fund        DWS Large Cap Value Fund                    DWS Short Term Municipal Bond Fund
 DWS Disciplined Market Neutral Fund          DWS Large Company Growth Fund               DWS Small Cap Core Fund
 DWS Dreman Concentrated Value Fund           DWS Latin America Equity Fund               DWS Small Cap Growth Fund
 DWS Dreman High Return Equity Fund           DWS LifeCompass 2015 Fund                   DWS Strategic Government Securities Fund
 DWS Dreman Mid Cap Value Fund                DWS LifeCompass 2020 Fund                   DWS Strategic High Yield Tax-Free Fund
 DWS Dreman Small Cap Value Fund              DWS LifeCompass 2030 Fund                   DWS Strategic Income Fund
 DWS Emerging Markets Equity Fund             DWS LifeCompass 2040 Fund                   DWS Technology Fund
 DWS Emerging Markets Fixed Income Fund       DWS LifeCompass Protect 2017 Fund           DWS US Bond Index Fund
 DWS Equity Income Fund                       DWS LifeCompass Retirement Fund             DWS Value Builder Fund
 DWS Europe Equity Fund                       DWS Managed Municipal Bond Fund
 DWS Floating Rate Plus Fund                  DWS Massachusetts Tax-Free Fund
 DWS Global Bond Fund                         DWS Micro Cap Fund
 DWS Global Opportunities Fund                DWS Mid Cap Growth Fund
 DWS Global Thematic Fund
 DWS GNMA Fund

The following information supplements disclosure in the "Exchanges" subsection
under the "Purchase and Redemption of Shares" section of each fund's Statement
of Additional Information:

Class A to Class S in the Same Fund Exchange Privilege. Effective May 1, 2009,
investors who have invested in Class A shares through a comprehensive or "wrap"
fee program, or other fee-based program sponsored by a broker-dealer, bank or
registered investment adviser may become eligible to invest in Class S shares.
Subject to the discretion of DWS Investments Distributors, Inc., such
shareholders may exchange their Class A shares for Class S shares of equal
aggregate value of the same fund. No sales charge or other charges will apply to
any such exchanges. Investors should contact their selling and/or servicing
agents to learn more about the details of this exchange feature.

               Please Retain This Supplement for Future Reference

March 27, 2009




   SUPPLEMENT TO THE CURRENTLY EFFECTIVE STATEMENTS OF ADDITIONAL INFORMATION
                          OF EACH OF THE LISTED FUNDS:

                             -----------------------


Cash Account Trust                           DWS Europe Equity Fund                      DWS Mid Cap Growth Fund
    Government and Agency Securities         DWS Floating Rate Plus Fund                 DWS Money Market Prime Series
    Portfolio                                DWS Global Bond Fund                        DWS Money Market Series
    Money Market Portfolio                   DWS Global Opportunities Fund               DWS New York Tax-Free Income Fund
    Tax-Exempt Portfolio                     DWS Global Thematic Fund                    DWS RREEF Global Infrastructure Fund
Cash Management Fund Institutional           DWS GNMA Fund                               DWS RREEF Global Real Estate Securities
Cash Reserve Fund, Inc.                      DWS Gold & Precious Metals Fund                 Fund
    Prime Series                             DWS Growth & Income Fund                    DWS RREEF Real Estate Securities Fund
Cash Reserves Fund Institutional             DWS Health Care Fund                        DWS S&P 500 Index Fund
DWS Alternative Asset Allocation Plus Fund   DWS High Income Fund                        DWS S&P 500 Plus Fund
DWS Balanced Fund                            DWS High Income Plus Fund                   DWS Select Alternative Allocation Fund
DWS Blue Chip Fund                           DWS Inflation Protected Plus Fund           DWS Short Duration Fund
DWS California Tax-Free Income Fund          DWS Intermediate Tax/AMT Free Fund          DWS Short Duration Plus Fund
DWS Capital Growth Fund                      DWS International Fund                      DWS Short-Term Municipal Bond Fund
DWS Climate Change Fund                      DWS International Select Equity Fund        DWS Small Cap Core Fund
DWS Commodity Securities Fund                DWS International Value Opportunities Fund  DWS Small Cap Growth Fund
DWS Communications Fund                      DWS Japan Equity Fund                       DWS Strategic Government Securities Fund
DWS Core Fixed Income Fund                   DWS Large Cap Value Fund                    DWS Strategic High Yield Tax-Free Fund
DWS Core Plus Allocation Fund                DWS Large Company Growth Fund               DWS Strategic Income Fund
DWS Core Plus Income Fund                    DWS Latin America Equity Fund               DWS Target 2010 Fund
DWS Disciplined Long/Short Growth Fund       DWS LifeCompass 2015 Fund                   DWS Target 2011 Fund
DWS Disciplined Long/Short Value Fund        DWS LifeCompass 2020 Fund                   DWS Target 2012 Fund
DWS Disciplined Market Neutral Fund          DWS LifeCompass 2030 Fund                   DWS Target 2013 Fund
DWS Dreman Concentrated Value Fund           DWS LifeCompass 2040 Fund                   DWS Target 2014 Fund
DWS Dreman High Return Equity Fund           DWS LifeCompass Protect 2017 Fund           DWS Technology Fund
DWS Dreman Mid Cap Value Fund                DWS LifeCompass Retirement Fund             DWS U.S. Bond Index Fund
DWS Dreman Small Cap Value Fund              DWS Lifecycle Long Range Fund               DWS Value Builder Fund
DWS EAFE(R) Equity Index Fund                  DWS Managed Municipal Bond Fund             Investors Cash Trust
DWS Emerging Markets Equity Fund             DWS Massachusetts Tax-Free Fund                 Treasury Portfolio
DWS Emerging Markets Fixed Income Fund       DWS Micro Cap Fund                          NY Tax Free Money Fund
DWS Equity 500 Index Fund                                                                Tax Free Money Fund Investment
DWS Equity Income Fund                                                                   Tax-Exempt California Money Market 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").

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, m