N-CSR 1 ar103109bf.htm DWS BALANCED FUND

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

 

FORM N-CSR

 

Investment Company Act file number

811-1236

 

DWS Balanced Fund

(Exact Name of Registrant as Specified in Charter)

 

345 Park Avenue

New York, NY 10154-0004

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s Telephone Number, including Area Code: (212) 454-7190

 

Paul Schubert

345 Park Avenue

New York, NY 10154-0004

(Name and Address of Agent for Service)

 

Date of fiscal year end:

10/31

 

Date of reporting period:

10/31/09

 

 

ITEM 1.           REPORT TO STOCKHOLDERS

 


 

OCTOBER 31, 2009

Annual Report
to Shareholders

 

 

DWS Balanced Fund

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Contents

4 Performance Summary

7 Information About Your Fund's Expenses

9 Portfolio Management Review

15 Portfolio Summary

17 Investment Portfolio

61 Financial Statements

65 Financial Highlights

70 Notes to Financial Statements

84 Report of Independent Registered Public Accounting Firm

85 Tax Information

86 Investment Management Agreement Approval

91 Summary of Management Fee Evaluation by Independent Fee Consultant

96 Board Members and Officers

100 Account Management Resources

This report must be preceded or accompanied by a prospectus. To obtain a summary prospectus, if available, or prospectus for any of our funds, refer to the Account Management Resources information provided in the back of this booklet. We advise you to consider the fund's objectives, risks, charges and expenses carefully before investing. The summary prospectus and prospectus contain this and other important information about the fund. Please read the prospectus carefully before you invest.

Investments in mutual funds involve risk. Some funds have more risk than others. Although asset allocation among different asset categories generally limits risk, the risk remains that the investment advisor may favor an asset category that performed poorly relative to other asset categories. The fund is subject to stock market risk, meaning stocks in the fund may decline in value for extended periods due to the activities and financial prospects of individual companies, or due to general market and economic conditions. The fund also invests in individual bonds whose yields and market values fluctuate, so that your investment may be worth more or less than its original cost. Bond investments are subject to interest rate risk such that when interest rates rise, the prices of the bonds, and thus the value of the fund, can decline and the investor can lose principal value. The fund invests in derivatives seeking to hedge positions in certain securities and to generate income in order to enhance the fund's returns. Derivatives can be more volatile and less liquid than traditional fixed-income securities. Please read the prospectus for details regarding the fund's risk.

DWS Investments is part of Deutsche Bank's Asset Management division and, within the US, represents the retail asset management activities of Deutsche Bank AG, Deutsche Bank Trust Company Americas, Deutsche Investment Management Americas Inc. and DWS Trust Company.

NOT FDIC/NCUA INSURED NO BANK GUARANTEE MAY LOSE VALUE NOT A DEPOSIT NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY

Performance Summary October 31, 2009

Average Annual Total Returns as of 10/31/09

Unadjusted for Sales Charge

1-Year

3-Year

5-Year

10-Year

 

Class A

15.93%

-3.19%

1.20%

0.22%

 

Class B

15.19%

-3.52%

0.82%

-0.42%

 

Class C

15.11%

-3.99%

0.37%

-0.61%

 

Adjusted for the Maximum Sales Charge

 

 

 

 

 

Class A (max 5.75% load)

9.26%

-5.08%

0.01%

-0.37%

 

Class B (max 4.00% CDSC)

12.19%

-4.12%

0.64%

-0.42%

 

Class C (max 1.00% CDSC)

15.11%

-3.99%

0.37%

-0.61%

 

No Sales Charges

 

 

 

 

Life of Class S*

Class S

16.17%

-3.03%

N/A

N/A

0.64%

Institutional Class

16.23%

-2.92%

1.50%

0.54%

N/A

Russell 1000® Index+

11.20%

-6.84%

0.71%

-0.46%

-0.49%

Barclays Capital US Aggregate Bond Index++

13.79%

6.35%

5.05%

6.31%

5.61%

Blended Index+++

15.89%

-1.30%

2.83%

2.41%

2.45%

Sources: Lipper Inc. and Deutsche Investment Management Americas Inc.

* Class S shares commenced operations on March 14, 2005. Index returns began on March 31, 2005.

Performance in the Average Annual Total Returns table above and the Growth of an Assumed $10,000 Investment line graph that follows is historical and does not guarantee future results. Investment return and principal fluctuate, so your shares may be worth more or less when redeemed. Current performance may differ from performance data shown. Please visit www.dws-investments.com for the Fund's most recent month-end performance. Performance includes reinvestment of all distributions. Unadjusted returns do not reflect sales charges and would have been lower if they had.

The gross expense ratios of the Fund, as stated in the fee table of the prospectus dated March 1, 2009 are 0.96%, 1.87%, 1.79%, 0.76% and 0.72% for Class A, Class B, Class C, Class S and Institutional Class shares, respectively, and may differ from the expense ratios disclosed in the Financial Highlights tables in this report.

Equity index returns assume reinvestment of dividends and, unlike Fund returns, do not reflect any fees or expenses. Fixed income index returns, unlike Fund returns, do not reflect any fees or expenses. It is not possible to invest into an index.

Performance figures do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

Growth of an Assumed $10,000 Investment (Adjusted for Maximum Sales Charge)

[] DWS Balanced Fund — Class A

[] Russell 1000 Index+

[] Barclays Capital US Aggregate Bond Index++

[] Blended Index+++

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Yearly periods ended October 31

The Fund's growth of an assumed $10,000 investment is adjusted for the maximum sales charge of 5.75%. This results in a net initial investment of $9,425.

The growth of $10,000 is cumulative.

Performance of other share classes will vary based on the sales charges and the fee structure of those classes.

+ The Russell 1000 Index is an unmanaged index that measures the performance of the 1,000 largest companies in the Russell 3000 Index, which represents approximately 92% of the total market capitalization of the Russell 3000 Index.

++ The Barclays Capital US Aggregate Bond Index is an unmanaged, market-value-weighted measure of treasury issues, corporate bond issues and mortgage securities.

+++ The Blended Index, effective April 1, 2009 consists of the Barclays Capital US Aggregate Bond Index (27%), Russell 1000 Growth Index (20%), Russell 1000 Value Index (20%), MSCI EAFE Index (8%), Russell 2000 Index (6%), Merrill Lynch 3 Month Treasury Bill Index (5%), Barclays Capital Global Inflation-Linked Index (5%), Credit Suisse High Yield Index (3%), MSCI Emerging Markets Index (3%), and the MSCI EAFE Small Cap Index (3%).

Net Asset Value and Distribution Information

 

Class A

Class B

Class C

Class S

Institutional Class

Net Asset Value:

10/31/09

$ 8.10

$ 8.11

$ 8.08

$ 8.10

$ 8.11

10/31/08

$ 7.11

$ 7.15

$ 7.10

$ 7.11

$ 7.12

Distribution Information:

Twelve Months as of 10/31/09:

Income Dividends

$ .13

$ .10

$ .06

$ .14

$ .15

Lipper Rankings — Mixed-Asset Target Allocation Moderate Funds Category as of 10/31/09

Period

Rank

 

Number of Fund Classes Tracked

Percentile Ranking (%)

Class A

1-Year

276

of

503

55

3-Year

305

of

402

76

5-Year

247

of

310

80

10-Year

129

of

147

88

Class B

1-Year

311

of

503

62

3-Year

318

of

402

79

5-Year

263

of

310

85

10-Year

139

of

147

94

Class C

1-Year

316

of

503

63

3-Year

338

of

402

84

5-Year

282

of

310

91

10-Year

140

of

147

95

Class S

1-Year

266

of

503

53

3-Year

303

of

402

76

Institutional Class

1-Year

263

of

503

53

3-Year

298

of

402

74

5-Year

223

of

310

72

10-Year

123

of

147

84

Source: Lipper Inc. Rankings are historical and do not guarantee future results. Rankings are based on total return unadjusted for sales charges with distributions reinvested. If sales charges had been included, rankings might have been less favorable.

Information About Your Fund's Expenses

As an investor of the Fund, you incur two types of costs: ongoing expenses and transaction costs. Ongoing expenses include management fees, distribution and service (12b-1) fees and other Fund expenses. Examples of transaction costs include sales charges (loads), redemption fees and account maintenance fees, which are not shown in this section. The following tables are intended to help you understand your ongoing expenses (in dollars) of investing in the Fund and to help you compare these expenses with the ongoing expenses of investing in other mutual funds. In the most recent six-month period, the Fund limited these expenses for Class S shares; had it not done so, expenses would have been higher. The example in the table is based on an investment of $1,000 invested at the beginning of the six-month period and held for the entire period (May 1, 2009 to October 31, 2009).

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

Actual Fund Return. This helps you estimate the actual dollar amount of ongoing expenses (but not transaction costs) paid on a $1,000 investment in the Fund using the Fund's actual return during the period. To estimate the expenses you paid over the period, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the "Expenses Paid per $1,000" line under the share class you hold.

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

Please note that the expenses shown in these tables are meant to highlight your ongoing expenses only and do not reflect any transaction costs. The "Expenses Paid per $1,000" line of the tables is useful in comparing ongoing expenses only and will not help you determine the relative total expense of owning different funds. An account maintenance fee of $6.25 per quarter for Class S shares may apply for certain accounts whose balances do not meet the applicable minimum initial investment. This fee is not included in these tables. If it was, the estimate of expenses paid for Class S shares during the period would be higher, and account value during the period would be lower, by this amount.

Expenses and Value of a $1,000 Investment for the six months ended October 31, 2009

Actual Fund Return

Class A

Class B

Class C

Class S

Institutional Class

Beginning Account Value 5/1/09

$ 1,000.00

$ 1,000.00

$ 1,000.00

$ 1,000.00

$ 1,000.00

Ending Account Value 10/31/09

$ 1,163.00

$ 1,159.90

$ 1,158.10

$ 1,162.70

$ 1,164.50

Expenses Paid per $1,000*

$ 5.12

$ 8.98

$ 9.52

$ 3.98

$ 3.11

Hypothetical 5% Fund Return

Class A

Class B

Class C

Class S

Institutional Class

Beginning Account Value 5/1/09

$ 1,000.00

$ 1,000.00

$ 1,000.00

$ 1,000.00

$ 1,000.00

Ending Account Value 10/31/09

$ 1,020.47

$ 1,016.89

$ 1,016.38

$ 1,021.53

$ 1,022.33

Expenses Paid per $1,000*

$ 4.79

$ 8.39

$ 8.89

$ 3.72

$ 2.91

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

Annualized Expense Ratios

Class A

Class B

Class C

Class S

Institutional Class

DWS Balanced Fund

.94%

1.65%

1.75%

.73%

.57%

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

Portfolio Management Review

DWS Balanced Fund: A Team Approach to Investing

Deutsche Investment Management Americas Inc. ("DIMA" or the "Advisor"), which is part of Deutsche Asset Management, is the investment advisor for DWS Balanced Fund. DIMA and its predecessors have more than 80 years of experience managing mutual funds and DIMA provides a full range of investment advisory services to institutional and retail clients.

Deutsche Asset Management is a global asset management organization that offers a wide range of investing expertise and resources. This well-resourced global investment platform brings together a wide variety of experience and investment insight across industries, regions, asset classes and investing styles.

DIMA is an indirect, wholly owned subsidiary of Deutsche Bank AG. Deutsche Bank AG is a major global banking institution that is engaged in a wide range of financial services, including investment management, mutual funds, retail, private and commercial banking, investment banking and insurance.

Deutsche Asset Management International GmbH ("DeAMi"), a US registered investment advisor, is a subadvisor for the fund. DeAMi renders investment advisory and management services to a portion of the fund's large cap value allocation. DeAMi provides a full range of investment advisory services to institutional accounts and investment companies. DeAMi is a subsidiary of Deutsche Bank AG.

Portfolio Management Team

Robert Wang

James B. Francis, CFA

Inna Okounkova

William Chepolis, CFA

Thomas Picciochi

Owen Fitzpatrick, CFA

John Brennan

Mark Schumann

Matthew F. MacDonald, CFA

Richard Shepley

J. Richard Robben, CFA

Michael Sieghart, CFA

Thomas Schuessler, PhD

Andreas Wendelken

Gary Sullivan, CFA

 

Portfolio Managers

 

Market Overview and Fund Performance

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

The global equity markets experienced a stunning reversal of fortune during the past 12 months. When the fund's fiscal year began in November 2008, stocks were mired in the depths of a bear market that already had been in place for over a year. At that time, an evaporation of liquidity and the failure of numerous global banking institutions fueled investor fears that the global financial system was on the verge of collapse. The resulting flight from higher-risk assets sparked a slump that lasted well into the first quarter, a reflection of mounting evidence that the financial crisis was beginning to weigh heavily on both economic growth and corporate earnings. Stock prices touched their lows for the year on March 9, 2009 amid heightened investor panic, setting the stage for what proved to be one of the most impressive rallies in history. Hopes that the recession was over propelled the rebound through the end of the fund's fiscal year, helping equities to finish the one-year period with a double-digit gain.

Bonds also performed very well during the past 12 months. As was the case with equities, the year brought two distinct periods for the fixed- income universe. During the first phase — October 2008 through February 2009 — a severe economic slowdown led to heightened investor risk aversion, a sharp contraction of liquidity, and a flight out of higher-risk assets and into government bonds. The result was outperformance for developed-market government issues and severe underperformance for virtually all other asset classes, including corporate bonds, the high-yield market and emerging-markets debt. Like equities, the downturn in higher-risk fixed-income assets reached its lowest point in the second week of March, setting the stage for a rally once the massive stimulus efforts by the world's governments caused investors to grow more positive on the economic outlook. Rising optimism sparked a flight from low-yielding investments and into higher-yielding alternatives, causing the asset classes that had underperformed in the first half of the year to surge back into positive territory.

The Class A shares of DWS Balanced Fund returned 15.93% during the one-year period ended October 31, 2009. In evaluating performance, we use a blended benchmark that is representative of the combination of asset classes in which the fund invests.1 This benchmark returned 15.89% during the past 12 months. The return of the equity benchmark, the Russell 1000® Index, was 11.20%, while the fixed-income benchmark, the Barclays Capital US Aggregate Bond Index, returned 13.79%.2,3 (Returns are unadjusted for sales charges. If sales charges had been included, returns would have been lower. Past performance is no guarantee of future results. Please see pages 4 through 6 for the performance of other share classes and for more complete performance information.)

DWS Balanced Fund uses 11 different investment strategies which include investments in three exchange-traded funds, or ETFs4 We believe these strategies, in combination, provide greater diversification than the traditional "balanced" strategy of 60% large-cap US equities and 40% fixed income. We believe this approach provides investors with a one-stop exposure to a wide range of asset classes within the global financial markets.

Positive Contributors to Performance

The majority of the fund's underlying components generated a positive return during the past year. Among these was the fundamental large-cap value segment, which had a target weighting of 10% as of the end of the period. This strategy outperformed by a wide margin, with the strongest contributions coming from its holdings in the energy and industrials sectors. An overweight in technology, the strongest-performing sector in the US market during the past 12 months, also helped performance within large-cap value.5

Our quantitative international sleeve, which has a target weighting of 4%, also performed very well. This strategy seeks to outperform its benchmark by focusing on country and sector weightings rather than individual stock selection — an approach that worked well during the past year. The strategy took advantage of the disparate returns in the financial sector by overweighting Norway financials and underweighting financials in Japan, which posted a loss. Underweights to the Swiss health care and German consumer discretionary sectors also added value in this portion of the fund.

In April 2009, the fund added a small-cap global strategy with a target weighting of 4%. This strategy performed well in the subsequent six months. The largest contributions came from stock selection in financials, where the largest winner was the Greek financial stock Alpha Bank, and technology, where the Chinese company VanceInfo Technologies was a significant outperformer. An overweight in energy added the most value from a sector perspective, while an overweight in Hong Kong contributed the most from a geographical standpoint.

Additional areas of strong performance were the quantitative growth and value strategies, which select stocks using a disciplined assessment of growth, value and market sentiment factors. Top contributing industries in the value strategy included materials, food/beverage/tobacco and technology hardware/equipment. At the security level, top contributors were Bank of America, International Paper Co. and Seagate Technology Inc. Leading industries in the growth strategy included materials, commercial services/supplies and health care equipment/supplies. Among individual stocks, top contributors were Coventry Health Care Inc., Ashland Inc. and CME Group Inc. The value and growth strategies each have target weightings of 10%.

As part of our approach, we seek to enhance total returns by employing a global "portable alpha" strategy.6 This strategy seeks to identify the relative value to be found among global equity, bond and currency markets, and then to benefit from the disparities through investments in equity and fixed-income futures and currency forward contracts. The alpha strategy contributed positively to performance during the past year. Its currency and fixed-income positions helped its performance, more than offsetting the negative contribution from equities.

Negative Contributors to Performance

In a reflection of the fund's outperformance, only two elements of the portfolio detracted. The most significant underperformance came from the core fixed-income strategy, where positions in high-yield bonds, investment-grade corporates, emerging-markets debt and various types of asset-backed securities hurt performance during the first four months of the period. These holdings ultimately recovered amid the normalization of market conditions during the spring and summer, enabling the strategy to gain the benefit we would typically expect from its broad-based approach. Core fixed income has a target weighting of 18%.

The second area of underperformance was the fundamental large-cap growth strategy, which lagged its benchmark by a wide margin. The leading cause of underperformance was stock selection within health care, where positions in St. Jude Medical and Celgene weighed on performance. Stock selection also missed the mark in energy and consumer staples, where Devon Energy and Kellogg Co. were the most significant detractors. Additionally, an overweight in the worst-performing segment of the market — health care — weighed on performance within large-cap growth. The target weighting of this strategy is 10%.

Outlook and Positioning

We sought to augment the fund's diversification by adding four new strategies during the past year. The first was an ETF, the iShares Barclays Aggregate Bond Fund, which is designed to track the performance of the Barclays US Aggregate Bond Index.7 We expect that this ETF will provide a balance to the core fixed-income strategy, which holds a large percentage of its portfolio in securities not held in the Barclays Capital US Aggregate Bond Index. Also within fixed income, we established a position in Treasury Inflation-Protected Securities, or "TIPS." These are securities whose principal is tied to the Consumer Price Index (CPI). When inflation rises, so does the value of the principal. As a result, an investment in TIPS offers both a low correlation to traditional investments and a potential "hedge" against inflation. Our target weighting in TIPS was 5% at the close of the period.

In addition to adding these two strategies, we also introduced two new equity strategies to the fund. The first was global small-cap, which uses a bottom-up, research-based approach to identify best-in-class companies both in the United States and abroad. By virtue of its exposure to both smaller stocks and the international markets, we believe this strategy can add meaningful diversification to the fund. Its target weighting is 4%. We also initiated an investment in Vanguard Emerging Market Stock ETF, giving the strategy a target weighting of 3%.8 This ETF, which uses a passive indexing strategy, has performed very well since we added it to the fund in April.

We believe DWS Balanced Fund, by virtue of its extensive diversification, continues to offer investors a compelling way to gain exposure to a wide range of asset classes within the global financial markets. We will continue to review asset allocation and manager allocation periodically, and we are always looking for opportunities to expand our asset coverage universe and increase diversification among managers and investment styles.

1 The Blended Index, effective April 1, 2009, consists of the Barclays Capital US Aggregate Bond Index (27%), Russell 1000® Growth Index (20%), Russell 1000® Value Index (20%), MSCI EAFE Index (8%), Russell 2000® Index (6%), Merrill Lynch 3 Month Treasury Bill Index (5%), Barclays Capital Global Inflation-Linked Index (5%), Credit Suisse High Yield Index (3%), MSCI Emerging Markets Index (3%) and the MSCI EAFE Small Cap Index (3%).

2 The Barclays Capital US Aggregate Bond Index is an unmanaged, market-value- weighted measure of Treasury issues, corporate bond issues and mortgage securities.

3 The Russell 1000 Index is an unmanaged index that measures the performance of the 1,000 largest companies in the Russell 3000® Index, which represents approximately 92% of the total market capitalization of the Russell 3000 Index.

Index returns assume reinvestment of dividends and, unlike fund returns, do not reflect any fees or expenses. It is not possible to invest directly into an index.

4 An exchange-traded fund (ETF) is a security that tracks an index, a commodity or a basket of assets like an index fund, but trades like a stock on an exchange.

5 "Overweight" means the fund holds a higher weighting in a given sector or security than the benchmark. "Underweight" means the fund holds a lower weighting.

6 The portable alpha strategy may use instruments including, but not limited to, futures, options and currency forwards. Derivatives may be more volatile and less liquid than traditional securities, and the strategy could suffer losses on its derivatives positions.

7 The iShares Barclays Aggregate Bond Fund seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the total United States investment-grade bond market as defined by the Barclays Capital US Aggregate Bond Index.

8 Vanguard Extended Market ETF seeks to track the performance of a benchmark index that measures the investment return of small- and mid-capitalization stocks.

Portfolio Summary

Asset Allocation (As a % of Investment Portfolio excluding Securities Lending Collateral)

10/31/09

10/31/08

 

 

 

Common Stocks

54%

56%

Government & Agency Obligations

13%

8%

Mortgage-Backed Securities Pass-Throughs

9%

8%

Cash Equivalents

9%

10%

Corporate Bonds

8%

8%

Exchange-Traded Funds

6%

Commercial Mortgage-Backed Securities

1%

3%

Collateralized Mortgage Obligations

6%

Asset Backed

1%

 

100%

100%

Sector Diversification (As a % of Equities, Corporate Bonds and Senior Bank Loans)

10/31/09

10/31/08

 

 

 

Financials

17%

17%

Information Technology

15%

12%

Health Care

13%

15%

Energy

11%

12%

Industrials

10%

9%

Consumer Discretionary

10%

8%

Consumer Staples

9%

11%

Materials

6%

5%

Telecommunication Services

5%

5%

Utilities

4%

6%

 

100%

100%

Asset allocation and sector diversification are subject to change.

Ten Largest Equity Holdings at October 31, 2009 (5.9% of Net Assets)

1. Microsoft Corp.

Developer of computer software

0.8%

2. Apple, Inc.

Manufacturer of personal computers and communication solutions

0.7%

3. AT&T, Inc.

Provider of communications services

0.7%

4. ExxonMobil Corp.

Explorer and producer of oil and gas

0.6%

5. International Business Machines Corp.

Manufacturer of computers and provider of information processing services

0.6%

6. Pfizer, Inc.

Manufacturer of prescription pharmaceuticals and nonprescription self-medications

0.5%

7. McKesson Corp.

Provider of health care services

0.5%

8. Cisco Systems, Inc.

Developer of computer network products

0.5%

9. Gilead Sciences, Inc.

Developer of nucleotide pharmaceuticals

0.5%

10. Wal-Mart Stores, Inc.

Operator of discount stores and supercenters

0.5%

Portfolio holdings are subject to change.

For more complete details about the Fund's investment portfolio, see page 17. A quarterly Fact Sheet is available upon request. A complete list of the Fund's portfolio holdings is posted as of the month end 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. Please see the Account Management Resources section for contact information.

Following the Fund's fiscal first and third quarter-end, a complete portfolio holdings listing is filed with the SEC on Form N-Q. The form will be available on the SEC's Web site at www.sec.gov, and it also may be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. Information on the operation of the SEC's Public Reference Room may be obtained by calling (800) SEC-0330.

Investment Portfolio as of October 31, 2009

 


Shares

Value ($)

 

 

Common Stocks 55.2%

Consumer Discretionary 5.7%

Auto Components 0.2%

Bridgestone Corp.

1,000

16,393

China Automotive Systems, Inc.*

14,600

151,256

Compagnie Generale des Etablissements Michelin "B"

332

24,602

Denso Corp.

700

19,121

Magna International, Inc. "A"

1,200

47,366

Minth Group Ltd.

546,700

563,135

Modine Manufacturing Co.

25,100

258,530

S&T Dynamics Co., Ltd.

22,300

277,210

Standard Motor Products, Inc.

41,900

350,284

Stanley Electric Co., Ltd.

600

11,680

Tenneco, Inc.*

6,500

88,530

Tianneng Power International Ltd.

526,000

277,302

TRW Automotive Holdings Corp.*

1,800

28,170

 

2,113,579

Automobiles 0.2%

Bayerische Motoren Werke (BMW) AG

857

41,874

Daimler AG (Registered)

23,105

1,124,691

Fiat SpA*

9,766

145,032

Ford Motor Co.*

72,700

508,900

Honda Motor Co., Ltd.

2,400

74,265

Mazda Motor Corp.*

3,000

6,696

Mitsubishi Motors Corp.*

8,000

11,717

Nissan Motor Co., Ltd.*

3,000

21,333

PSA Peugeot Citroen*

354

11,529

Suzuki Motor Corp.

600

14,618

Toyota Motor Corp.

26,429

1,045,800

Volkswagen AG

237

38,515

 

3,044,970

Distributors 0.2%

Core-Mark Holding Co., Inc.*

1,800

49,266

Genuine Parts Co.

61,498

2,151,815

Jardine Cycle & Carriage Ltd.

4,000

65,437

Li & Fung Ltd.

30,000

125,364

 

2,391,882

Diversified Consumer Services 0.3%

Apollo Group, Inc. "A"* (a)

14,800

845,080

Brink's Home Security Holdings, Inc.*

2,800

86,744

Capella Education Co.* (a)

3,200

220,480

Corinthian Colleges, Inc.*

33,800

536,068

H&R Block, Inc.

68,527

1,256,785

Lincoln Educational Services Corp.*

15,300

303,246

Spectrum Group International, Inc.*

6,476

17,064

Steiner Leisure Ltd.*

2,600

96,096

 

3,361,563

Hotels Restaurants & Leisure 0.9%

Accor SA

479

23,013

Bob Evans Farms, Inc.

7,200

189,144

bwin Interactive Entertainment AG*

12,973

626,324

Caribou Coffee Co., Inc.*

10,700

87,633

Carnival Corp. (Units)

46,055

1,341,122

Carrols Restaurant Group, Inc.*

7,800

50,622

Compass Group PLC

6,414

40,723

Crown Ltd.

7,270

52,490

Darden Restaurants, Inc.

30,400

921,424

Genting Singapore PLC*

109,000

81,380

Hiday Hidaka Corp.

10,600

130,884

Ladbrokes PLC

2,594

5,171

Lottomatica SpA

972

20,714

Marriott International, Inc. "A" (a)

46,861

1,174,339

McDonald's Corp.

66,800

3,915,148

OPAP SA

11,634

297,254

Paddy Power PLC

16,134

516,107

Papa John's International, Inc.*

7,900

177,750

PartyGaming PLC* (a)

63,361

237,440

REXLot Holdings Ltd.

5,950,000

525,128

Ruby Tuesday, Inc.*

17,400

115,884

Shangri-La Asia Ltd.

18,000

34,363

Shuffle Master, Inc.*

15,900

124,179

Sodexo

268

15,325

TABCORP Holding Ltd.

11,363

72,154

Tatts Group Ltd.

21,853

48,331

The Steak n Shake Co.*

1,700

19,805

Whitbread PLC

725

15,031

 

10,858,882

Household Durables 0.4%

Advanced Digital Broadcast Holdings SA (Registered)*

4,295

218,540

American Greetings Corp. "A"

23,700

482,058

D.R. Horton, Inc.

8,000

87,680

Electrolux AB "B"*

2,600

63,146

Garmin Ltd. (a)

48,200

1,458,532

Husqvarna AB "B"*

2,800

17,886

La-Z-Boy, Inc.

28,000

198,800

NVR, Inc.*

600

397,362

Panasonic Corp.

3,000

41,590

Rational AG (a)

2,400

336,239

Ryland Group, Inc.

8,600

159,530

Sharp Corp.

1,000

10,592

Sony Corp.

1,500

44,084

Tempur-Pedic International, Inc.*

26,700

517,179

Tupperware Brands Corp.

11,700

526,734

 

4,559,952

Internet & Catalog Retail 0.2%

Amazon.com, Inc.*

9,700

1,152,457

HSN, Inc.*

11,000

164,340

Liberty Media Corp. — Interactive "A"*

53,600

607,824

Priceline.com, Inc.*

4,200

662,718

 

2,587,339

Leisure Equipment & Products 0.1%

Nikon Corp.

1,000

18,666

Smith & Wesson Holding Corp.* (a)

87,600

374,052

Sturm, Ruger & Co., Inc. (a)

1,600

16,992

Universal Entertainment Corp.*

21,700

286,857

 

696,567

Media 1.1%

Aegis Group PLC

118,376

213,267

British Sky Broadcasting Group PLC

4,143

36,119

Carmike Cinemas, Inc.*

3,500

34,405

Comcast Corp. "A"

172,100

2,495,450

DISH Network Corp. "A"*

30,400

528,960

Fairfax Media Ltd.

24,519

34,759

Gestevision Telecinco SA

1,501

15,511

JC Decaux SA*

19,457

392,992

Journal Communications, Inc. "A"

20,500

72,980

Lagardere SCA

340

15,348

Mediacom Communications Corp. "A"* (a)

41,300

197,414

Mediaset SpA

10,772

70,100

Pearson PLC

3,225

43,894

Publicis Groupe

417

15,865

Reed Elsevier NV

42,639

497,565

Reed Elsevier PLC

3,294

24,977

Scholastic Corp.

18,400

457,608

Scripps Networks Interactive "A"

78,400

2,960,384

SES "A" (FDR)

606

13,134

Shaw Communications, Inc. "B"

2,600

46,255

Singapore Press Holdings Ltd.

46,000

125,181

Television Broadcasts Ltd.

5,000

23,573

Thomson Reuters Corp.

5,000

159,050

Time Warner Cable, Inc.

51,136

2,016,804

Time Warner, Inc.

45,300

1,364,436

Valassis Communications, Inc.*

11,900

216,937

Vertis Holdings, Inc.*

5,114

0

Vivendi

1,276

35,343

Wolters Kluwer NV

17,751

396,068

World Wrestling Entertainment, Inc. "A"

9,000

119,520

WPP PLC

4,008

35,943

Yellow Pages Income Fund (Units)

2,800

13,860

 

12,673,702

Multiline Retail 0.3%

Canadian Tire Corp., Ltd. "A"

600

30,326

Dillard's, Inc. "A" (a)

34,700

472,614

Kohl's Corp.*

26,390

1,510,036

Macy's, Inc.

39,100

686,987

Marks & Spencer Group PLC

3,639

20,391

Nordstrom, Inc.

17,900

568,862

PPR

179

19,527

 

3,308,743

Specialty Retail 1.2%

Advance Auto Parts, Inc.

10,100

376,326

Aeropostale, Inc.*

11,200

420,336

American Eagle Outfitters, Inc.

19,400

339,306

Asbury Automotive Group, Inc.*

17,298

168,483

AutoNation, Inc.* (a)

16,400

282,736

Barnes & Noble, Inc. (a)

95,900

1,592,899

Big 5 Sporting Goods Corp.

22,000

324,500

Esprit Holdings Ltd.

17,900

117,294

Group 1 Automotive, Inc.

17,100

434,682

Hennes & Mauritz AB "B"

11,355

651,499

Home Depot, Inc.

27,200

682,448

Industria de Diseno Textil SA

2,967

174,160

Jumbo SA

18,659

232,498

Kingfisher PLC

6,218

22,747

Kirkland's, Inc.*

36,200

455,396

Limited Brands, Inc.

99,300

1,747,680

Lithia Motors, Inc. "A"* (a)

46,300

386,142

Nitori Co., Ltd.

4,100

334,275

Ross Stores, Inc.

29,900

1,315,899

Stein Mart, Inc.*

11,100

105,450

The Gap, Inc.

116,000

2,475,440

TJX Companies, Inc.

31,900

1,191,465

Urban Outfitters, Inc.*

13,000

407,940

 

14,239,601

Textiles, Apparel & Luxury Goods 0.6%

Billabong International Ltd.

772

7,018

Carter's, Inc.*

19,500

460,200

Coach, Inc.

8,000

263,760

Compagnie Financiere Richemont SA "A"

23,238

650,610

Deckers Outdoor Corp.*

5,200

466,284

Gildan Activewear, Inc.*

1,100

19,376

Jones Apparel Group, Inc.

6,700

119,863

Luxottica Group SpA*

1,559

37,840

LVMH Moet Hennessy Louis Vuitton SA

263

27,284

NIKE, Inc. "B" (a)

47,800

2,972,204

Steven Madden Ltd.*

12,000

486,000

Swatch Group AG (Bearer)

332

77,399

VF Corp.

20,036

1,423,357

Yue Yuen Industrial (Holdings) Ltd.

12,500

34,638

 

7,045,833

Consumer Staples 5.3%

Beverages 0.8%

Anheuser-Busch InBev NV

4,265

200,438

Asahi Breweries Ltd.

4,900

87,052

C&C Group PLC

140,849

519,271

Carlsberg AS "B"

13,205

923,093

Central European Distribution Corp.*

10,100

314,211

Coca-Cola Amatil Ltd.

2,452

23,258

Coca-Cola Bottling Co. Consolidated

1,900

85,329

Coca-Cola Co.

8,000

426,480

Coca-Cola West Co., Ltd.

1,700

31,603

Diageo PLC

2,978

48,536

Foster's Group Ltd.

9,498

46,273

Heineken Holding NV

719

28,029

Heineken NV

2,701

119,595

Kirin Holdings Co., Ltd.

9,000

147,654

National Beverage Corp.*

2,500

27,375

PepsiCo, Inc. (a)

91,820

5,559,701

Pernod Ricard SA

1,816

151,568

SABMiller PLC

1,148

30,147

Sapporo Holdings Ltd.

5,000

26,271

 

8,795,884

Food & Staples Retailing 1.5%

AEON Co., Ltd.

8,200

73,097

Alimentation Couche-Tard, Inc. "B"

1,900

33,345

Carrefour SA

5,544

238,128

Casino Guichard-Perrachon SA

562

44,634

Colruyt SA

158

37,612

CVS Caremark Corp.

66,797

2,357,934

Delhaize Group

718

48,741

FamilyMart Co., Ltd.

1,000

29,777

Koninklijke Ahold NV

15,062

189,676

Kroger Co.

109,724

2,537,916

Loblaw Companies Ltd.

1,100

30,355

Metro AG

4,317

239,852

Metro, Inc. "A"

1,400

43,667

Seven & I Holdings Co., Ltd.

25,756

564,660

Shoppers Drug Mart Corp.

2,200

87,406

SUPERVALU, Inc.

59,700

947,439

Sysco Corp.

124,700

3,298,315

Tesco PLC

7,300

48,715

The Andersons, Inc.

9,800

304,094

Uny Co., Ltd.

5,000

37,015

Village Super Market, Inc. "A"

300

9,000

Wal-Mart Stores, Inc.

113,600

5,643,648

Walgreen Co.

28,700

1,085,721

Wesfarmers Ltd.

3,609

88,921

Wesfarmers Ltd. (PPS)

978

24,498

William Morrison Supermarkets PLC

5,191

23,801

Woolworths Ltd.

4,436

113,463

 

18,181,430

Food Products 1.3%

Ajinomoto Co., Inc.

8,000

74,936

Archer-Daniels-Midland Co.

129,400

3,897,528

B&G Foods, Inc. "A"

23,700

185,097

Cadbury PLC

1,419

17,874

Campbell Soup Co.

57,800

1,835,150

DANONE SA

4,520

271,582

Darling International, Inc.*

32,000

222,400

Diamond Foods, Inc.

11,900

358,785

General Mills, Inc.

21,193

1,397,043

Green Mountain Coffee Roasters, Inc.* (a)

5,150

342,733

J & J Snack Foods Corp.

9,600

376,032

Kikkoman Corp.

3,000

34,327

Kraft Foods, Inc. "A"

33,964

934,689

Lancaster Colony Corp.

9,900

480,942

Lindt & Spruengli AG (Registered)

1

25,372

Meiji Holdings Co., Ltd.*

1,000

40,776

Nestle SA (Registered)

42,523

1,976,682

Nippon Meat Packers, Inc.

3,000

35,229

Nisshin Seifun Group, Inc.

3,000

39,794

Nissin Foods Holdings Co., Ltd.

500

17,679

Saputo, Inc.

2,100

50,402

Sara Lee Corp.

70,800

799,332

Suedzucker AG

2,735

56,386

SunOpta, Inc.*

98,000

361,620

Toyo Suisan Kaisha Ltd.

1,000

26,222

Tyson Foods, Inc. "A"

27,400

343,048

Unilever NV (CVA)

18,776

578,261

Unilever PLC

1,147

34,332

Viterra, Inc.*

3,000

28,557

Yakult Honsha Co., Ltd.

700

18,021

Yamazaki Baking Co., Ltd.

2,000

24,700

 

14,885,531

Household Products 0.9%

Central Garden & Pet Co. "A"*

22,400

211,904

Church & Dwight Co., Inc.

15,100

858,888

Colgate-Palmolive Co.

26,840

2,110,429

Energizer Holdings, Inc.*

29,300

1,783,491

Henkel AG & Co. KGaA

5,066

198,638

Kao Corp.

6,000

134,769

Kimberly-Clark Corp.

65,800

4,024,328

Procter & Gamble Co.

24,100

1,397,800

Reckitt Benckiser Group PLC

568

28,241

Unicharm Corp.

400

38,323

 

10,786,811

Personal Products 0.1%

Beiersdorf AG

3,455

212,496

Chattem, Inc.*

3,700

234,469

China Sky One Medical, Inc.* (a)

6,200

73,594

Estee Lauder Companies, Inc. "A"

1,600

68,000

L'Oreal SA

2,022

206,075

Nu Skin Enterprises, Inc. "A"

21,200

482,512

Prestige Brands Holdings, Inc.*

8,800

59,488

Shiseido Co., Ltd.

4,000

73,275

 

1,409,909

Tobacco 0.7%

Altria Group, Inc.

142,816

2,586,398

British American Tobacco PLC

1,926

61,496

Imperial Tobacco Group PLC

1,171

34,509

Japan Tobacco, Inc.

46

128,215

Lorillard, Inc.

22,400

1,740,928

Philip Morris International, Inc.

83,787

3,968,152

 

8,519,698

Energy 5.7%

Energy Equipment & Services 1.7%

AMEC PLC

905

11,945

Cal Dive International, Inc.*

56,500

433,920

Cameron International Corp.*

49,700

1,837,409

Dresser-Rand Group, Inc.*

11,200

330,064

ENSCO International, Inc.

39,986

1,830,959

Geokinetics, Inc.*

24,500

393,960

Helix Energy Solutions Group, Inc.*

33,300

457,209

John Wood Group PLC

50,670

265,775

Lamprell PLC

97,358

323,630

Noble Corp.

38,654

1,574,764

Oil States International, Inc.*

13,500

464,940

Patterson-UTI Energy, Inc.

43,100

671,498

Pioneer Drilling Co.*

66,200

442,878

Prosafe Production Public Ltd.*

62,000

138,632

ProSafe SE

39,820

208,440

Rowan Companies, Inc.

93,700

2,178,525

Saipem SpA

25,994

769,886

SBM Offshore NV

29,302

563,111

Schlumberger Ltd.

31,150

1,937,530

Seadrill Ltd.*

3,500

72,997

Shinko Plantech Co., Ltd.

47,000

481,247

Tecnicas Reunidas SA

5,188

273,565

Tenaris SA

2,341

41,701

Transocean Ltd.*

48,397

4,060,992

WorleyParsons Ltd.

832

19,325

 

19,784,902

Oil, Gas & Consumable Fuels 4.0%

Alpha Natural Resources, Inc.*

28,500

968,145

Anadarko Petroleum Corp.

51,200

3,119,616

Arrow Energy Ltd.*

4,971

17,993

BG Group PLC

45,662

787,177

BP PLC

12,302

115,857

Canadian Natural Resources Ltd.

21,484

1,389,505

Chevron Corp.

46,303

3,544,032

ConocoPhillips

106,291

5,333,682

Cosmo Oil Co., Ltd.

12,000

31,285

Devon Energy Corp.

32,900

2,128,959

EnCana Corp.

800

44,360

Encore Acquisition Co.*

24,400

904,508

Eni SpA

8,767

217,360

EXCO Resources, Inc.

20,200

315,524

ExxonMobil Corp.

100,206

7,181,764

Forest Oil Corp.*

38,300

750,680

Gazprom (ADR)

37,875

904,358

Gazprom OAO (ADR)

4,938

119,253

Idemitsu Kosan Co., Ltd.

400

29,180

Imperial Oil Ltd.

1,000

37,614

INPEX Corp.

10

81,822

Japan Petroleum Exploration Co., Ltd.

800

39,991

LUKOIL (ADR)

7,929

458,138

Marathon Oil Corp.

102,642

3,281,465

Mariner Energy, Inc.*

79,600

1,014,104

Murphy Oil Corp.

19,800

1,210,572

Neste Oil Oyj

358

6,332

Newfield Exploration Co.*

16,700

685,034

Nexen, Inc.

62,596

1,343,967

Nippon Mining Holdings, Inc.

11,000

48,545

Nippon Oil Corp.

16,000

78,144

Noble Energy, Inc.

28,353

1,860,807

Occidental Petroleum Corp.

17,900

1,358,252

OMV AG

7,340

303,348

Origin Energy Ltd.

6,248

88,728

Paladin Energy Ltd.*

4,138

15,035

PetroChina Co., Ltd. "H"

487,829

588,928

Repsol YPF SA

11,543

307,300

Rosetta Resources, Inc.*

2,300

31,119

Royal Dutch Shell PLC "A"

2,896

85,830

Royal Dutch Shell PLC "B"

2,321

67,234

Santos Ltd.

4,665

61,944

Showa Shell Sekiyu KK

4,800

47,149

StatoilHydro ASA

10,900

258,490

Suncor Energy, Inc.

65,556

2,165,077

Teekay Corp.

8,300

172,225

TonenGeneral Sekiyu KK

4,000

36,456

Total SA

4,278

254,741

Tullow Oil PLC

1,051

20,381

Ultra Petroleum Corp.*

18,900

917,595

VAALCO Energy, Inc.*

24,700

105,222

Venoco, Inc.*

34,400

433,440

Williams Companies, Inc.

57,200

1,078,220

Woodside Petroleum Ltd.

18,240

766,372

World Fuel Services Corp. (a)

10,400

528,840

 

47,741,699

Financials 7.5%

Capital Markets 1.5%

Affiliated Managers Group, Inc.*

3,500

222,215

Ameriprise Financial, Inc.

22,080

765,513

Ashmore Group PLC

125,750

557,671

Bank of New York Mellon Corp.

49,600

1,322,336

BGC Partners, Inc. "A"

41,900

202,377

BlackRock, Inc.

7,800

1,688,622

Broadpoint Gleacher Securities, Inc.*

2,200

14,014

Calamos Asset Management, Inc. "A"

12,200

129,320

Charles Schwab Corp.

39,100

677,994

Credit Suisse Group AG (Registered)

19,503

1,041,736

Daiwa Securities Group, Inc.

3,000

15,944

Duff & Phelps Corp. "A"

11,200

192,528

Franklin Resources, Inc.

17,100

1,789,173

GAMCO Investors, Inc. "A"

2,800

118,132

ICAP PLC

27,446

182,765

IGM Financial, Inc.

400

14,251

Jefferies Group, Inc.*

18,400

480,240

KBW, Inc.*

5,200

145,600

Lazard Ltd. "A"

9,400

354,850

Man Group PLC

1,445

7,309

Marfin Investment Group SA*

5,032

19,877

Morgan Stanley

37,324

1,198,847

Nomura Holdings, Inc.

4,000

27,991

Oppenheimer Holdings, Inc. "A"

4,300

109,650

Partners Group Holding AG

3,500

429,367

Piper Jaffray Companies, Inc.*

10,000

463,900

T. Rowe Price Group, Inc. (a)

44,500

2,168,485

The Goldman Sachs Group, Inc.

6,000

1,021,020

UBS AG (Registered)*

67,562

1,131,417

Waddell & Reed Financial, Inc. "A"

11,700

328,302

 

16,821,446

Commercial Banks 1.6%

1st Source Corp.

5,900

87,438

Alpha Bank AE*

29,866

570,430

Anglo Irish Bank Corp., Ltd.*

36,330

0

Australia & New Zealand Banking Group Ltd.

1,976

40,192

Banca Carige SpA

3,091

8,710

Banco Bilbao Vizcaya Argentaria SA

3,608

64,626

Banco de Sabadell SA

2,031

13,712

Banco Latinoamericano de Comercio Exterior SA "E"

13,600

191,896

Banco Popular Espanol SA

1,810

16,129

Banco Santander SA

82,547

1,328,729

Bank of Cyprus PCL

2,456

19,235

Bank of East Asia Ltd.

6,600

23,050

Bank of Nova Scotia

1,100

46,001

Barclays PLC*

6,490

33,956

BNP Paribas

15,309

1,151,673

BOC Hong Kong (Holdings) Ltd.

15,500

35,607

Cardinal Financial Corp.

18,200

148,330

Chuo Mitsui Trust Holdings, Inc.

2,000

7,241

Commerce Bancshares, Inc.

13,600

521,696

Commonwealth Bank of Australia

1,183

54,458

Credit Agricole SA

1,185

22,758

CVB Financial Corp.

6,100

48,861

Danske Bank AS*

6,874

158,582

DBS Group Holdings Ltd.

6,000

54,751

Dexia SA*

4,147

34,504

DnB NOR ASA*

20,000

229,453

EFG Eurobank Ergasias*

2,719

42,475

Erste Group Bank AG

3,456

138,868

First Busey Corp.

23,100

89,397

Hang Seng Bank Ltd.

1,500

21,247

HSBC Holdings PLC

100,493

1,112,077

Huntington Bancshares, Inc.

73,300

279,273

Intesa Sanpaolo*

13,254

55,837

KBC Groep NV*

1,249

53,329

KeyCorp

265,896

1,433,179

Lloyds Banking Group PLC

709,975

1,004,401

M&T Bank Corp.

11,161

701,469

Marshall & Ilsley Corp.

135,600

721,392

Mitsubishi UFJ Financial Group, Inc.

16,900

90,216

Mizuho Financial Group, Inc.

18,000

35,784

Mizuho Trust & Banking Co., Ltd.*

10,000

9,382

National Australia Bank Ltd.

1,465

38,480

National Bank of Canada

400

20,846

National Bank of Greece SA*

17,449

633,649

Nordea Bank AB

9,870

107,989

Oversea-Chinese Banking Corp., Ltd.

9,000

48,334

Piraeus Bank SA

1,250

21,362

PNC Financial Services Group, Inc.

14,500

709,630

Raiffeisen International Bank-Holding AG

1,173

68,809

Regions Financial Corp.

211,255

1,022,474

Resona Holdings, Inc.

900

10,733

Royal Bank of Canada

900

45,580

S&T Bancorp., Inc.

3,700

58,275

Santander BanCorp.*

16,700

192,050

Shinsei Bank Ltd.*

9,000

11,607

Signature Bank*

3,700

116,772

Skandinaviska Enskilda Banken AB "A"*

5,129

31,952

Societe Generale

645

42,841

Southside Bancshares, Inc.

15,500

322,245

Southwest Bancorp., Inc.

3,900

38,376

Standard Chartered PLC

1,246

30,597

Sumitomo Mitsui Financial Group, Inc.

1,300

44,654

Sumitomo Trust & Banking Co., Ltd.

3,000

15,484

SunTrust Banks, Inc.

60,583

1,157,741

Svenska Handelsbanken AB "A"

1,666

43,791

The Bancorp., Inc.*

9,200

46,920

The Bank of Yokohama Ltd.

2,000

9,707

The Shizuoka Bank Ltd.

3,000

29,782

Tompkins Financial Corp.

5,400

234,198

Toronto-Dominion Bank

900

51,303

UniCredit SpA*

299,836

1,003,013

United Community Banks, Inc.

7,500

30,450

United Overseas Bank Ltd.

2,000

23,902

Webster Financial Corp.

7,800

88,218

Wells Fargo & Co.

49,300

1,356,736

WesBanco, Inc.

2,400

33,960

Westpac Banking Corp.

2,232

51,977

Wing Hang Bank Ltd.

61,000

592,509

Yadkin Valley Financial Corp.

4,900

18,032

 

19,105,322

Consumer Finance 0.4%

Advance America Cash Advance Centers, Inc.

28,600

141,284

AmeriCredit Corp.* (a)

4,100

72,365

Capital One Financial Corp.

100,600

3,681,960

Credit Saison Co., Ltd.

600

6,745

Discover Financial Services

50,600

715,484

First Cash Financial Services, Inc.*

2,900

49,822

Nelnet, Inc. "A"*

6,600

92,598

ORIX Corp.

210

13,688

 

4,773,946

Diversified Financial Services 1.3%

Bank of America Corp.

312,908

4,562,199

Citigroup, Inc.

552,700

2,260,543

Deutsche Boerse AG

429

34,792

Encore Capital Group, Inc.*

5,000

74,850

Financiere Marc de Lacharriere SA

5,970

311,119

Groupe Bruxelles Lambert SA

647

57,069

Hellenic Exchanges SA

21,200

299,308

Hong Kong Exchanges & Clearing Ltd.

2,700

47,397

ING Groep NV (CVA)*

54,500

704,643

IntercontinentalExchange, Inc.*

8,600

861,634

Investor AB "B"

662

11,849

JPMorgan Chase & Co.

117,130

4,892,520

Mitsubishi UFJ Lease & Finance Co., Ltd.

310

9,288

MSCI, Inc. "A"*

8,842

268,797

PHH Corp.* (a)

4,500

72,720

Pohjola Bank PLC "A"

3,799

42,180

Singapore Exchange Ltd.

5,000

28,361

The NASDAQ OMX Group, Inc.*

58,865

1,063,102

 

15,602,371

Insurance 1.7%

Aegon NV*

8,236

58,679

Allianz SE (Registered)

5,874

673,204

Allied World Assurance Co. Holdings Ltd.

5,700

255,132

Allstate Corp.

110,973

3,281,472

AMP Ltd.

3,058

15,973

Aon Corp.

8,500

327,335

Argo Group International Holdings Ltd.*

7,300

247,908

Assicurazioni Generali SpA

1,739

43,788

Assurant, Inc.

59,634

1,784,846

Aviva PLC

1,867

11,690

AXA Asia Pacific Holdings Ltd.

1,676

6,241

AXA SA

27,310

678,686

China Life Insurance Co., Ltd. "H"

218,702

1,008,064

Chubb Corp.

12,500

606,500

Conseco, Inc.*

91,900

478,799

Crawford & Co. "B"*

1,300

6,474

EMC Insurance Group, Inc.

600

12,348

Endurance Specialty Holdings Ltd. (a)

25,900

932,141

Fidelity National Financial, Inc. "A"

57,634

782,093

First American Corp.

18,442

560,452

Flagstone Reinsurance Holdings Ltd.

5,700

62,415

Fortis*

247,977

1,072,051

FPIC Insurance Group, Inc.*

900

30,447

Great-West Lifeco, Inc.

500

10,951

Hannover Rueckversicherung AG (Registered)*

234

10,502

Harleysville Group, Inc.

1,000

31,330

Hartford Financial Services Group, Inc.

27,037

662,947

HCC Insurance Holdings, Inc.

19,765

521,598

Horace Mann Educators Corp.

2,000

24,860

Infinity Property & Casualty Corp.

1,100

42,537

Insurance Australia Group Ltd.

3,370

11,265

Kansas City Life Insurance Co.

1,600

42,944

Legal & General Group PLC

6,916

8,884

Lincoln National Corp.

26,630

634,593

Loews Corp.

16,600

549,460

Manulife Financial Corp.

1,500

28,141

MetLife, Inc.

43,946

1,495,482

Mitsui Sumitomo Insurance Group Holdings, Inc.

600

14,205

Muenchener Rueckversicherungs-Gesellschaft AG (Registered)

213

33,783

NIPPONKOA Insurance Co., Ltd.

1,000

5,434

NYMAGIC, Inc.

1,900

27,151

PartnerRe Ltd.

15,228

1,164,637

Phoenix Companies, Inc.*

44,100

140,238

Platinum Underwriters Holdings Ltd.

1,800

64,386

Power Corp. of Canada

600

14,140

Power Financial Corp.

400

10,066

ProAssurance Corp.*

10,400

522,912

Prudential PLC

1,794

16,278

QBE Insurance Group Ltd.

1,226

24,676

Sampo Oyj "A"

8,131

194,636

SCOR SE

488

12,433

Sompo Japan Insurance, Inc.

2,000

11,934

Suncorp-Metway Ltd.

1,450

11,282

Swiss Life Holding AG (Registered)*

62

7,416

Swiss Reinsurance Co., Ltd. (Registered)

602

24,528

T&D Holdings, Inc.

300

7,695

Tokio Marine Holdings, Inc.

1,100

28,304

Topdanmark AS*

246

35,492

Trygvesta AS

406

29,259

Vienna Insurance Group

916

51,576

Zurich Financial Services AG

183

41,894

 

19,506,587

Real Estate Investment Trusts 0.6%

AMB Property Corp. (REIT)

4,300

94,514

American Campus Communities, Inc. (REIT)

4,700

126,994

Annaly Capital Management, Inc. (REIT)

28,100

475,171

Apartment Investment & Management Co. "A" (REIT)

7,779

96,071

AvalonBay Communities, Inc. (REIT) (a)

4,216

289,976

BioMed Realty Trust, Inc. (REIT)

17,700

240,189

Boston Properties, Inc. (REIT)

4,800

291,696

Cogdell Spencer, Inc. (REIT)

13,900

64,496

Colonial Properties Trust (REIT)

7,400

77,922

Cousins Properties, Inc. (REIT)

7,709

56,430

Developers Diversified Realty Corp. (REIT) (a)

20,500

176,095

Digital Realty Trust, Inc. (REIT)

4,100

185,033

EastGroup Properties, Inc. (REIT)

3,400

125,154

Entertainment Properties Trust (REIT)

5,700

193,914

Equity Residential (REIT)

8,400

242,592

First Industrial Realty Trust, Inc. (REIT)

26,560

115,536

Glimcher Realty Trust (REIT)

11,800

31,860

Hatteras Financial Corp. (REIT)

3,900

109,590

HCP, Inc. (REIT)

8,400

248,556

Healthcare Realty Trust, Inc. (REIT)

8,600

179,138

Home Properties, Inc. (REIT)

5,600

219,408

Hospitality Properties Trust (REIT)

7,100

137,101

Host Hotels & Resorts, Inc. (REIT)

19,600

198,156

Investors Real Estate Trust (REIT)

5,100

42,687

iStar Financial, Inc. (REIT)* (a)

7,300

15,257

Kilroy Realty Corp. (REIT)

7,900

218,198

Kimco Realty Corp. (REIT)

11,400

144,096

LaSalle Hotel Properties (REIT)

11,100

190,476

Lexington Realty Trust (REIT)

10,899

45,667

Link (REIT)

8,000

18,269

Mid-America Apartment Communities, Inc. (REIT)

3,600

157,752

National Retail Properties, Inc. (REIT)

11,400

220,932

Parkway Properties, Inc. (REIT)

5,600

98,840

Pennsylvania Real Estate Investment Trust (REIT)

20,200

148,066

Potlatch Corp. (REIT)

3,000

83,730

ProLogis (REIT)

9,900

112,167

Public Storage (REIT)

5,100

375,360

Rayonier, Inc. (REIT) (a)

8,400

324,072

Realty Income Corp. (REIT) (a)

1,900

44,042

Redwood Trust, Inc. (REIT)

12,900

179,826

Sunstone Hotel Investors, Inc. (REIT)

99

747

Unibail-Rodamco (REIT)

195

43,178

Vornado Realty Trust (REIT)

8,834

526,153

Washington Real Estate Investment Trust (REIT)

8,900

237,630

Wereldhave NV (REIT)

152

14,840

Westfield Group (REIT) (Units)

2,826

30,251

 

7,247,828

Real Estate Management & Development 0.2%

AEON Mall Co., Ltd.

14,000

296,300

Brookfield Asset Management, Inc. "A"

1,000

21,108

CapitaLand Ltd.

9,000

26,002

Cheung Kong (Holdings) Ltd.

2,000

25,465

Hang Lung Properties Ltd.

7,000

26,339

Henderson Land Development Co., Ltd.

4,000

28,227

IMMOEAST AG* (a)

217,516

1,151,491

Lend Lease Corp., Ltd.

911

7,494

Midland Holdings Ltd.

496,000

423,241

Mitsubishi Estate Co., Ltd.

2,000

30,367

Mitsui Fudosan Co., Ltd.

2,000

32,110

Sumitomo Realty & Development Co., Ltd.

17,000

319,442

Sun Hung Kai Properties Ltd.

3,000

45,346

Swire Pacific Ltd. "A"

3,000

36,454

The St. Joe Co.* (a)

2,700

64,638

Wharf Holdings Ltd.

5,000

26,976

 

2,561,000

Thrifts & Mortgage Finance 0.2%

Brookline Bancorp., Inc.

26,800

262,372

First Defiance Financial Corp.

5,600

80,752

NASB Financial, Inc.

1,100

27,060

New York Community Bancorp., Inc.

46,356

500,181

NewAlliance Bancshares, Inc.

45,600

505,248

Ocwen Financial Corp.*

43,800

478,734

Provident Financial Services, Inc.

37,800

406,350

Westfield Financial, Inc.

3,400

27,370

 

2,288,067

Health Care 7.7%

Biotechnology 1.3%

Actelion Ltd. (Registered)*

692

38,144

Amgen, Inc.*

55,000

2,955,150

BioMarin Pharmaceutical, Inc.*

9,000

140,040

Celgene Corp.*

71,600

3,655,180

CSL Ltd.

6,737

189,393

Gilead Sciences, Inc.*

132,720

5,647,236

Grifols SA

50,610

817,935

Immunomedics, Inc.*

65,800

234,248

Intercell AG* (a)

25,460

983,718

Maxygen, Inc.*

11,300

63,054

Medivation, Inc.* (a)

4,600

117,392

Metabolix, Inc.*

11,500

116,610

Myriad Genetics, Inc.*

15,500

376,340

 

15,334,440

Health Care Equipment & Supplies 0.8%

Align Technology, Inc.*

31,200

490,464

Baxter International, Inc.

25,868

1,398,424

Becton, Dickinson & Co.

20,716

1,416,146

bioMerieux

251

27,876

Cochlear Ltd.

838

48,024

Coloplast AS "B"

863

70,361

Edwards Lifesciences Corp.*

23,400

1,800,396

Essilor International SA

2,535

142,102

ev3, Inc.*

19,800

233,244

Hill-Rom Holdings, Inc.

29,500

577,905

Invacare Corp.

900

20,187

Nobel Biocare Holding AG (Registered)

16,108

457,001

NxStage Medical, Inc.*

34,700

193,626

Olympus Corp.

2,000

62,266

Quidel Corp.*

24,100

344,630

Smith & Nephew PLC

7,106

62,869

Somanetics Corp.*

22,500

336,375

Sonova Holding AG (Registered)

186

19,139

St. Jude Medical, Inc.*

40,300

1,373,424

Synthes, Inc.

309

36,669

Terumo Corp.

1,900

99,288

Thoratec Corp.*

22,700

596,102

William Demant Holding AS*

1,004

71,411

 

9,877,929

Health Care Providers & Services 2.3%

Alfresa Holdings Corp.

600

26,119

American Dental Partners, Inc.*

3,100

36,859

AMERIGROUP Corp.*

17,900

394,695

AmerisourceBergen Corp.

92,500

2,048,875

AMN Healthcare Services, Inc.*

4,500

37,440

BioScrip, Inc.*

32,400

244,296

Catalyst Health Solutions, Inc.*

1,600

50,192

Centene Corp.*

26,700

476,061

CorVel Corp.*

2,900

82,650

Coventry Health Care, Inc.* (a)

185,300

3,674,499

Diagnosticos da America*

14,800

366,303

Emergency Medical Services Corp. "A"*

9,800

470,596

Express Scripts, Inc.*

30,600

2,445,552

Fresenius Medical Care AG & Co. KGaA

41,086

1,992,901

Humana, Inc.*

5,300

199,174

Laboratory Corp. of America Holdings*

17,300

1,191,797

Magellan Health Services, Inc.*

13,300

427,329

McKesson Corp.

100,335

5,892,675

Medco Health Solutions, Inc.*

72,743

4,082,337

Medipal Holdings Corp.

1,400

19,727

Owens & Minor, Inc.

9,700

396,633

Providence Service Corp.*

18,000

224,280

RehabCare Group, Inc.*

24,200

453,750

Sonic Healthcare Ltd.

4,249

52,611

Suzuken Co., Ltd.

600

21,468

Triple-S Management Corp. "B"*

16,300

272,210

UnitedHealth Group, Inc.

57,000

1,479,150

Universal American Financial Corp.*

41,100

411,000

 

27,471,179

Health Care Technology 0.0%

So-net M3, Inc.

85

291,718

Life Sciences Tools & Services 0.3%

Accelrys, Inc.*

20,400

110,772

Albany Molecular Research, Inc.*

15,900

129,426

Cambrex Corp.*

32,300

193,800

ICON PLC (ADR)*

24,100

595,270

Life Technologies Corp.*

10,400

490,568

Lonza Group AG (Registered)*

286

22,283

QIAGEN NV*

24,800

514,363

Thermo Fisher Scientific, Inc.*

32,045

1,442,025

 

3,498,507

Pharmaceuticals 3.0%

Abbott Laboratories

74,600

3,772,522

Astellas Pharma, Inc.

4,600

168,411

AstraZeneca PLC

8,905

400,256

Bayer AG

12,232

847,249

Bristol-Myers Squibb Co.

56,692

1,235,885

Caraco Pharmaceutical Laboratories Ltd.*

27,400

100,832

Chugai Pharmaceutical Co., Ltd.

2,000

39,372

Daiichi Sankyo Co., Ltd.

6,400

126,651

Dainippon Sumitomo Pharma Co., Ltd.

2,800

28,890

Eisai Co., Ltd.

2,600

92,134

Eli Lilly & Co.

126,700

4,309,067

Endo Pharmaceuticals Holdings, Inc.*

7,200

161,280

Flamel Technologies SA (ADR)* (a)

54,400

489,600

Forest Laboratories, Inc.*

25,300

700,051

GlaxoSmithKline PLC

31,372

644,272

H. Lundbeck AS

2,343

45,276

Hi-Tech Pharmacal Co., Inc.*

22,600

412,224

Hisamitsu Pharmaceutical Co., Inc.

600

20,554

Impax Laboratories, Inc.*

53,600

475,968

Ipsen SA

486

24,754

Johnson & Johnson (a)

72,566

4,285,022

Kyowa Hakko Kirin Co., Ltd.

2,000

23,191

Lannett Co., Inc.*

2,900

19,488

Medicis Pharmaceutical Corp. "A"

24,100

510,197

Merck & Co., Inc.

78,941

2,441,645

Merck KGaA

82

7,703

MiddleBrook Pharmaceuticals, Inc.*

161,400

158,172

Mitsubishi Tanabe Pharma Corp.

2,000

25,704

Mylan, Inc.* (a)

11,200

181,888

Novartis AG (Registered)

23,362

1,218,637

Novo Nordisk AS "B"

15,717

977,430

Ono Pharmaceutical Co., Ltd.

900

43,137

Par Pharmaceutical Companies, Inc.*

22,000

461,340

Pfizer, Inc.

353,489

6,019,918

Questcor Pharmaceuticals, Inc.*

17,700

80,358

Roche Holding AG (Genusschein)

3,262

522,644

Sanofi-Aventis

13,243

967,968

Santen Pharmaceutical Co., Ltd.

1,100

37,981

Shionogi & Co., Ltd.

3,000

64,755

Shire PLC

3,953

69,918

Taisho Pharmaceutical Co., Ltd.

1,000

18,226

Takeda Pharmaceutical Co., Ltd.

6,900

277,474

Teva Pharmaceutical Industries Ltd. (ADR)

45,816

2,312,792

Tsumura & Co.

900

30,928

 

34,851,764

Industrials 6.1%

Aerospace & Defense 1.9%

American Science & Engineering, Inc.

1,800

119,016

Applied Signal Technology, Inc.

2,600

53,274

BAE Systems PLC

12,694

65,324

BE Aerospace, Inc.*

18,200

322,686

Bombardier, Inc. "B"

4,700

19,068

CAE, Inc.

50,800

395,771

Cubic Corp.

13,500

468,585

DynCorp International, Inc. "A"*

25,700

436,900

Finmeccanica SpA

5,719

96,001

GenCorp, Inc.*

63,200

470,208

General Dynamics Corp.

13,900

871,530

Honeywell International, Inc.

57,592

2,066,977

ITT Corp.

23,600

1,196,520

Lockheed Martin Corp.

42,600

2,930,454

Northrop Grumman Corp.

77,900

3,905,127

Raytheon Co.

50,100

2,268,528

Rockwell Collins, Inc. (a)

41,600

2,095,808

Rolls-Royce Group PLC*

6,433

47,505

Rolls-Royce Group PLC "C"*

385,980

633

Singapore Technologies Engineering Ltd.

12,000

24,212

United Technologies Corp.

75,278

4,625,833

 

22,479,960

Air Freight & Logistics 0.1%

Air Transport Services Group, Inc.*

28,800

74,592

Atlas Air Worldwide Holdings, Inc.*

4,700

123,563

Deutsche Post AG (Registered)

1,211

20,442

FedEx Corp.

4,500

327,105

TNT NV

2,538

67,243

Toll Holdings Ltd.

4,606

34,786

United Parcel Service, Inc. "B"

18,800

1,009,184

Yamato Holdings Co., Ltd.

2,000

29,742

 

1,686,657

Airlines 0.2%

Air France-KLM*

357

5,473

Alaska Air Group, Inc.*

18,900

486,108

Cathay Pacific Airways Ltd.*

19,000

30,575

Deutsche Lufthansa AG (Registered)

905

13,937

Hawaiian Holdings, Inc.*

49,500

350,955

Korean Air Lines Co., Ltd.*

9,000

343,729

Ryanair Holdings PLC (ADR)*

12,300

335,421

Singapore Airlines Ltd.

3,000

28,748

SkyWest, Inc.

30,000

419,100

 

2,014,046

Building Products 0.1%

Asahi Glass Co., Ltd.

2,000

16,659

Assa Abloy AB "B"

1,200

21,355

Compagnie de Saint-Gobain

10,153

494,302

Daikin Industries Ltd.

400

13,632

Geberit AG (Registered)*

186

30,804

Quanex Building Products Corp.

30,100

447,587

Universal Forest Products, Inc.

2,800

99,904

Wienerberger AG*

24,600

443,293

 

1,567,536

Commercial Services & Supplies 0.6%

Acco Brands Corp.*

13,700

83,022

Babcock International Group PLC

55,524

550,872

Brambles Ltd.

9,183

57,472

Consolidated Graphics, Inc.*

7,500

150,450

Dai Nippon Printing Co., Ltd.

1,000

12,444

Daiseki Co., Ltd. (a)

15,900

314,479

Ennis, Inc.

6,400

96,960

G4S PLC

8,103

33,588

R.R. Donnelley & Sons Co.

143,400

2,879,472

Ritchie Bros. Auctioneers, Inc.

900

19,821

Rollins, Inc.

4,500

81,360

Schawk, Inc.

12,200

119,804

Secom Co., Ltd.

300

14,030

Serco Group PLC

61,539

509,784

Standard Register Co. (a)

27,200

129,744

Stericycle, Inc.* (a)

33,100

1,733,447

Sykes Enterprises, Inc.*

1,100

26,114

Toppan Printing Co., Ltd.

1,000

8,892

World Color Press, Inc.*

758

7,163

 

6,828,918

Construction & Engineering 0.2%

ACS, Actividades de Construccion y Servicios SA

1,263

60,687

Aecom Technology Corp.*

15,900

401,316

Chicago Bridge & Iron Co. NV (NY Registered Shares)

18,200

342,342

Dycom Industries, Inc.*

27,200

268,736

EMCOR Group, Inc.*

10,400

245,648

Great Lakes Dredge & Dock Co.

8,900

54,557

Grupo Ferrovial SA

964

39,888

JGC Corp.

1,000

19,205

Koninklijke Boskalis Westminster NV

888

31,123

Leighton Holdings Ltd.

851

26,849

Pike Electric Corp.*

6,200

77,810

Shaw Group, Inc.*

42,600

1,093,116

Skanska AB "B"

1,600

23,905

SNC-Lavalin Group, Inc.

800

32,346

URS Corp.*

6,400

248,704

Vinci SA

534

27,871

 

2,994,103

Electrical Equipment 0.8%

ABB Ltd. (Registered)*

41,844

779,515

Alstom SA

7,193

498,008

AMETEK, Inc.

78,100

2,724,909

Emerson Electric Co.

64,060

2,418,265

Gamesa Corp. Tecnologica SA

2,181

39,939

Mitsubishi Electric Corp.*

3,000

22,626

Powell Industries, Inc.*

500

18,390

Prysmian SpA

1,806

31,717

Regal-Beloit Corp.

11,400

534,432

Renewable Energy Corp. AS*

8,000

47,712

Roper Industries, Inc.

33,900

1,713,645

Schneider Electric SA

412

42,794

SGL Carbon SE*

10,100

388,394

Sumitomo Electric Industries Ltd.

1,500

18,036

Vestas Wind Systems AS*

1,946

137,049

 

9,415,431

Industrial Conglomerates 0.4%

Carlisle Companies, Inc.

51,300

1,592,352

Fraser & Neave Ltd.

3,000

8,143

General Electric Co.

140,500

2,003,530

Hutchison Whampoa Ltd.

22,000

154,017

Keppel Corp., Ltd.

12,000

68,859

Koninklijke (Royal) Philips Electronics NV

6,666

167,575

NWS Holdings Ltd.

12,000

22,716

Orkla ASA

16,200

149,810

SembCorp Industries Ltd.

7,000

16,356

Siemens AG (Registered)

1,345

121,197

Tredegar Corp.

12,400

169,012

 

4,473,567

Machinery 0.7%

AB SKF "B"

1,800

28,999

American Railcar Industries, Inc.

1,600

16,000

Ampco-Pittsburgh Corp.

4,900

131,810

Atlas Copco AB "A"

1,993

27,235

Atlas Copco AB "B"

1,894

23,007

Austal Ltd.

159,078

344,329

Dover Corp.

46,454

1,750,387

FANUC Ltd.

7,211

605,691

Gardner Denver, Inc.*

7,400

265,734

Hitachi Construction Machinery Co., Ltd.

600

13,920

John Bean Technologies Corp.

2,400

39,408

Joy Global, Inc.

12,200

615,002

Komatsu Ltd.

56,207

1,092,249

Kone Oyj "B"

3,354

125,191

Kubota Corp.

2,000

15,516

Metso Corp.

2,681

74,794

Mitsubishi Heavy Industries Ltd.

5,000

17,583

NACCO Industries, Inc. "A"

1,100

65,560

Parker Hannifin Corp.

24,800

1,313,408

Sandvik AB

2,914

32,847

Scania AB "B"

2,119

27,595

Schindler Holding AG

266

18,154

SMC Corp.

400

45,965

Tennant Co.

10,700

285,262

Timken Co.

28,300

623,449

Vallourec SA

105

16,603

Volvo AB "B"

2,241

21,564

Wartsila Corp.

2,227

80,492

Watts Water Technologies, Inc. "A"

16,400

463,300

Zardoya Otis SA

2,082

41,827

 

8,222,881

Marine 0.1%

A P Moller-Maersk AS "A"

4

26,462

A P Moller-Maersk AS "B"

88

597,765

International Shipholding Corp.

9,000

298,350

Kuehne & Nagel International AG (Registered)

248

22,447

Mitsui O.S.K Lines Ltd.

2,000

11,598

Nippon Yusen Kabushiki Kaisha

2,000

7,463

 

964,085

Professional Services 0.2%

Adecco SA (Registered)

573

25,617

Capita Group PLC

1,502

18,794

COMSYS IT Partners, Inc.*

12,600

86,310

Diamond Management & Technology Consultants, Inc.

5,100

30,192

Experian PLC

2,421

22,180

FTI Consulting, Inc.* (a)

14,000

571,340

Michael Page International PLC

97,556

513,685

Randstad Holdings NV*

992

37,725

SGS SA (Registered)

21

28,079

TrueBlue, Inc.*

1,200

14,520

Watson Wyatt Worldwide, Inc. "A"

12,900

562,182

 

1,910,624

Road & Rail 0.5%

Burlington Northern Santa Fe Corp.

14,100

1,062,012

Canadian National Railway Co.

2,300

111,169

Canadian Pacific Railway Ltd.

800

34,675

Central Japan Railway Co.

2

13,353

ComfortDelGro Corp., Ltd.

25,000

27,086

Con-way, Inc.

29,400

969,906

Dollar Thrifty Automotive Group, Inc.*

11,400

211,014

DSV AS*

1,933

29,937

East Japan Railway Co.

500

32,046

Kintetsu Corp.

5,000

17,702

MTR Corp., Ltd.

20,000

68,996

Norfolk Southern Corp.

57,091

2,661,582

Northgate PLC

62,923

224,536

Odakyu Electric Railway Co., Ltd.

3,000

24,507

Ryder System, Inc.

16,400

665,020

Tokyu Corp.

3,000

13,108

 

6,166,649

Trading Companies & Distributors 0.2%

Finning International, Inc.

1,800

26,550

Itochu Corp.

2,000

12,495

Marubeni Corp.

3,000

14,959

Mitsubishi Corp.

35,244

752,914

Mitsui & Co., Ltd.

54,745

706,551

MSC Industrial Direct Co., Inc. "A"

4,200

180,810

PT AKR Corporindo Tbk

2,609,000

306,404

Sumitomo Corp.

1,600

15,579

Wolseley PLC*

995

20,116

 

2,036,378

Transportation Infrastructure 0.1%

Abertis Infraestructuras SA

3,075

65,381

Atlantia SpA

3,720

88,034

Koninklijke Vopak NV

6,005

404,840

Macquarie Infrastructure Group (Units)

27,584

35,475

Singapore Airport Terminal Services Ltd.

2,190

3,810

Transurban Group (Units)

10,749

43,634

 

641,174

Information Technology 9.3%

Communications Equipment 1.5%

3Com Corp.*

105,800

543,812

Alcatel-Lucent*

15,034

56,233

Aruba Networks, Inc.*

20,500

160,310

Brocade Communications Systems, Inc.*

149,789

1,285,190

Cisco Systems, Inc.*

255,630

5,841,145

EMS Technologies, Inc.*

11,500

200,445

Harris Corp.

59,100

2,465,652

Loral Space & Communications, Inc.*

4,500

118,890

NETGEAR, Inc.*

25,400

463,042

Nokia Oyj

9,675

122,084

Oplink Communications, Inc.*

9,800

145,334

Plantronics, Inc.

21,400

515,954

QUALCOMM, Inc.

96,170

3,982,400

Research In Motion Ltd.*

22,300

1,310,531

Symmetricom, Inc.*

3,600

17,244

Telefonaktiebolaget LM Ericsson "B"

64,297

685,509

 

17,913,775

Computers & Peripherals 2.1%

Apple, Inc.*

44,380

8,365,630

Compal Electronics, Inc.

336,755

422,281

Compellent Technologies, Inc.*

24,600

451,164

Cray, Inc.*

4,900

36,554

Diebold, Inc.

11,100

335,664

EMC Corp.*

134,490

2,215,050

Fujitsu Ltd.

4,000

23,258

Hewlett-Packard Co.

59,500

2,823,870

Imation Corp.

3,600

31,752

International Business Machines Corp.

56,640

6,831,350

Lexmark International, Inc. "A"*

10,200

260,100

NCR Corp.*

107,300

1,089,095

NEC Corp.*

9,000

25,285

Toshiba Corp.*

7,000

39,538

Western Digital Corp.*

53,500

1,801,880

 

24,752,471

Electronic Equipment, Instruments & Components 1.2%

Agilysys, Inc.

3,000

14,130

Arrow Electronics, Inc.*

108,200

2,741,788

Avnet, Inc.*

113,600

2,815,008

Benchmark Electronics, Inc.*

29,000

487,200

Brightpoint, Inc.*

60,000

442,200

Dai-ichi Seiko Co., Ltd.

7,300

352,800

Fujifilm Holdings Corp.

1,000

28,738

Hirose Electric Co., Ltd.

100

10,363

Hitachi Ltd.*

7,000

22,576

Hoya Corp.

800

17,521

IBIDEN Co., Ltd.

600

21,326

Ingram Micro, Inc. "A"*

47,100

831,315

Insight Enterprises, Inc.*

3,100

32,612

Inspur International Ltd.

2,600,000

365,381

Itron, Inc.*

10,100

606,404

Jabil Circuit, Inc.

130,200

1,742,076

Keyence Corp.

100

19,841

Kingboard Chemical Holdings Ltd.

143,000

577,620

Kyocera Corp.

300

25,107

Mercury Computer Systems, Inc.*

5,164

55,255

Multi-Fineline Electronix, Inc.*

16,900

460,525

Murata Manufacturing Co., Ltd.

400

19,714

Nidec Corp.

7,300

622,661

OMRON Corp.

2,400

40,641

OSI Systems, Inc.*

4,200

82,446

Park Electrochemical Corp.

400

8,992

RadiSys Corp.*

13,100

111,481

Rotork PLC

13,680

254,562

ScanSource, Inc.*

19,000

482,410

SYNNEX Corp.*

15,900

409,107

TDK Corp.

300

17,064

Venture Corp., Ltd.

74,000

473,559

Vishay Intertechnology, Inc.*

40,400

251,692

 

14,444,115

Internet Software & Services 0.6%

Google, Inc. "A"*

10,390

5,570,287

InfoSpace, Inc.*

2,900

24,853

Internet Initiative Japan, Inc.

146

326,748

LivePerson, Inc.*

33,500

168,505

LogMeIn, Inc.*

6,700

134,670

Meetic*

7,856

230,809

NIC, Inc.

35,700

312,732

OpenTable, Inc.*

3,700

91,242

United Internet AG (Registered)*

42,500

554,004

Web.com Group, Inc.*

13,300

93,632

Yahoo! Japan Corp.

28

8,561

 

7,516,043

IT Services 1.0%

Accenture PLC "A"

32,140

1,191,751

Acxiom Corp.*

10,900

125,132

Atos Origin SA*

562

26,307

Automatic Data Processing, Inc.

32,229

1,282,714

Cap Gemini SA

915

42,476

CGI Group, Inc. "A"*

2,000

24,435

CIBER, Inc.*

45,700

147,154

Cognizant Technology Solutions Corp. "A"*

13,600

525,640

Computer Sciences Corp.*

16,000

811,360

Convergys Corp.*

52,400

568,540

Euronet Worldwide, Inc.*

7,500

177,375

Global Payments, Inc.

37,300

1,836,279

iGATE Corp.

33,600

296,688

Indra Sistemas SA

1,676

39,417

ManTech International Corp. "A"*

4,300

188,598

NeuStar, Inc. "A"*

1,800

41,580

NTT Data Corp.

3

8,600

RightNow Technologies, Inc.*

2,600

39,676

SAIC, Inc.*

134,500

2,381,995

TeleTech Holdings, Inc.*

14,700

262,983

Telvent GIT SA

9,200

264,500

Unisys Corp.*

17,400

507,036

Wright Express Corp.*

18,100

505,171

 

11,295,407

Office Electronics 0.1%

Canon, Inc.

22,410

840,954

Konica Minolta Holdings, Inc.

1,000

9,328

Neopost SA

285

24,962

Ricoh Co., Ltd.

4,000

55,198

 

930,442

Semiconductors & Semiconductor Equipment 1.1%

ARM Holdings PLC

217,049

528,772

ASML Holding NV

6,282

169,123

Broadcom Corp. "A"*

97,780

2,601,926

Diodes, Inc.*

11,900

194,922

Entropic Communications, Inc.*

6,600

17,358

Intel Corp.

219,900

4,202,289

Lam Research Corp.*

7,100

239,412

OmniVision Technologies, Inc.*

29,700

364,122

Photronics, Inc.*

104,700

437,646

RF Micro Devices, Inc.*

129,300

514,614

ROHM Co., Ltd.

200

13,171

Siliconware Precision Industries Co.

280,000

374,168

STMicroelectronics NV

4,632

37,178

Tessera Technologies, Inc.*

19,800

437,778

Texas Instruments, Inc.

60,900

1,428,105

Tokyo Electron Ltd.

300

16,677

Veeco Instruments, Inc.*

20,700

504,045

Volterra Semiconductor Corp.*

13,900

192,515

 

12,273,821

Software 1.7%

ArcSight, Inc.*

9,900

244,728

Autonomy Corp. PLC*

11,951

262,682

BMC Software, Inc.*

7,100

263,836

Bottomline Technologies, Inc.*

9,300

136,524

Check Point Software Technologies Ltd.*

31,200

969,384

Dassault Systemes SA

485

27,962

i2 Technologies, Inc.*

27,900

439,146

Interactive Intelligence, Inc.*

800

13,416

Kenexa Corp.*

1,900

23,940

Manhattan Associates, Inc.*

17,500

401,625

Microsoft Corp. (a)

353,600

9,805,328

MicroStrategy, Inc. "A"*

4,700

410,169

Nintendo Co., Ltd.

2,902

740,012

Norkom Group PLC*

96,153

154,624

Oracle Corp.

147,500

3,112,250

Quest Software, Inc.*

17,300

290,121

Renaissance Learning, Inc.

5,700

51,756

Rovi Corp.*

8,300

228,665

SAP AG

3,778

170,725

Shanda Games Ltd. (ADR)* (a)

11,600

115,536

Symantec Corp.*

69,100

1,214,778

The Sage Group PLC

33,540

117,270

TIBCO Software, Inc.*

46,200

404,250

TiVo, Inc.*

21,800

237,184

Trend Micro, Inc.

500

17,459

VanceInfo Technologies, Inc. (ADR)*

27,500

415,250

 

20,268,620

Materials 3.0%

Chemicals 1.5%

A. Schulman, Inc.

22,900

397,773

Air Liquide SA

760

82,070

Air Products & Chemicals, Inc.

27,866

2,149,305

Akzo Nobel NV

2,155

127,353

Asahi Kasei Corp.

4,000

19,728

Ashland, Inc.

37,500

1,295,250

BASF SE

16,650

890,722

Cabot Corp.

7,600

166,668

Celanese Corp. "A"

28,700

787,815

E.I. du Pont de Nemours & Co.

21,000

668,220

Givaudan SA (Registered)

43

31,828

Huntsman Corp.

46,300

368,085

Incitec Pivot Ltd.

4,325

10,048

JSR Corp.

600

11,680

K+S AG

233

12,692

Koninklijke DSM NV

1,511

66,109

Kuraray Co., Ltd.

1,000

10,323

Linde AG

341

35,660

Lubrizol Corp.

25,100

1,670,656

Mitsubishi Chemical Holdings Corp.

3,500

13,020

Mitsui Chemicals, Inc.

2,000

6,870

Monsanto Co.

40,700

2,734,226

Nitto Denko Corp.

500

14,907

Omnova Solutions, Inc.*

66,700

427,547

PolyOne Corp.*

49,000

273,420

Potash Corp. of Saskatchewan, Inc.

601

56,022

Praxair, Inc.

22,540

1,790,578

Shin-Etsu Chemical Co., Ltd.

14,733

776,135

Showa Denko KK

5,000

9,525

Solvay SA

1,388

136,462

Stepan Co.

4,600

263,304

Sumitomo Chemical Co., Ltd.

6,000

23,733

Syngenta AG (Registered)

644

152,442

Taiyo Nippon Sanso Corp.

4,000

44,725

Teijin Ltd.

4,000

11,730

The Mosaic Co.

33,600

1,570,128

Toray Industries, Inc.

4,000

22,676

Ube Industries Ltd.

4,000

10,314

Umicore

2,572

78,124

Yara International ASA

5,830

193,918

 

17,411,791

Construction Materials 0.1%

CRH PLC

42,544

1,037,610

Holcim Ltd. (Registered)

1,277

81,067

Lafarge SA

989

80,660

Martin Marietta Materials, Inc.

2,600

216,632

 

1,415,969

Containers & Packaging 0.3%

AEP Industries, Inc.*

6,100

212,768

Ball Corp.

6,100

300,913

Bway Holding Co.*

10,807

192,040

FP Corp.

4,900

243,484

Owens-Illinois, Inc.*

17,800

567,464

Sonoco Products Co.

62,824

1,680,542

Toyo Seikan Kaisha Ltd.

800

13,317

 

3,210,528

Metals & Mining 0.8%

Agnico-Eagle Mines Ltd.

300

15,970

Anglo American PLC*

1,879

68,255

ArcelorMittal

23,158

775,365

Barrick Gold Corp.

1,600

57,609

BHP Billiton Ltd.

34,687

1,139,023

BHP Billiton PLC

3,967

107,294

Cliffs Natural Resources, Inc.

33,300

1,184,481

Commercial Metals Co.

26,500

393,260

Goldcorp, Inc.

1,300

47,793

Ivanhoe Mines Ltd.*

1,700

18,319

JFE Holdings, Inc.

2,200

70,845

Kinross Gold Corp.

66,376

1,233,261

Kobe Steel Ltd.*

9,000

16,269

Mitsubishi Materials Corp.*

4,000

10,579

Newcrest Mining Ltd.

837

23,815

Nippon Steel Corp.

24,000

90,384

Norsk Hydro ASA*

19,000

124,041

OneSteel Ltd.

3,472

9,407

Outokumpu Oyj

2,880

47,459

Randgold Resources Ltd. (ADR)

3,900

260,169

Rautaruukki Oyj

1,934

39,402

Reliance Steel & Aluminum Co.

5,700

207,936

Rio Tinto Ltd.

759

42,149

Rio Tinto PLC

15,413

680,265

Schnitzer Steel Industries, Inc. "A"

25,800

1,115,592

Sims Metal Management Ltd.

501

8,878

SSAB AB "A"

3,897

60,630

SSAB AB "B"

2,451

34,966

Sumitomo Metal Industries Ltd.

17,000

43,134

Sumitomo Metal Mining Co., Ltd.

2,000

31,293

Teck Resources Ltd. "B"*

1,700

49,348

ThyssenKrupp AG

1,162

37,381

Vedanta Resources PLC

477

16,271

Vista Gold Corp.*

50,600

128,018

voestalpine AG

16,458

560,961

Xstrata PLC*

64,897

929,556

Yamana Gold, Inc.

700

7,427

 

9,686,805

Paper & Forest Products 0.3%

Clearwater Paper Corp.*

6,742

305,210

Domtar Corp.* (a)

13,600

569,704

Glatfelter

6,800

71,876

Holmen AB "B"

1,156

31,694

International Paper Co.

85,600

1,909,736

OJI Paper Co., Ltd.

3,000

13,110

Schweitzer-Mauduit International, Inc.

16,000

826,400

Stora Enso Oyj "R"*

10,870

82,508

Svenska Cellulosa AB "B"

12,657

175,893

UPM-Kymmene Oyj

9,755

117,362

 

4,103,493

Telecommunication Services 2.4%

Diversified Telecommunication Services 1.8%

AT&T, Inc.

313,333

8,043,258

Atlantic Tele-Network, Inc.

3,700

169,608

BCE, Inc.

56,412

1,352,435

Belgacom SA

10,891

408,497

BT Group PLC

32,185

68,713

Cable & Wireless PLC

10,538

25,003

Deutsche Telekom AG (ADR)

97,113

1,314,910

Deutsche Telekom AG (Registered)

86,950

1,185,892

France Telecom SA

20,313

502,257

HickoryTech Corp.

4,900

44,149

Iliad SA

233

25,225

Koninklijke (Royal) KPN NV

34,566

626,678

Nippon Telegraph & Telephone Corp.

7,800

322,245

PAETEC Holding Corp.*

7,500

24,300

Qwest Communications International, Inc. (a)

220,300

790,877

Singapore Telecommunications Ltd.

125,000

258,976

Swisscom AG (Registered)

1,597

577,151

Tele2 AB "B"

3,037

44,817

Telecom Italia SpA

228,559

363,016

Telecom Italia SpA (RSP)

136,053

149,872

Telefonica SA

47,844

1,335,418

Telenor ASA*

24,900

320,528

TeliaSonera AB

15,956

106,635

Telstra Corp., Ltd.

99,975

297,842

Telus Corp.

700

20,863

Telus Corp. (Non-Voting Shares)

600

18,848

Verizon Communications, Inc.

106,647

3,155,685

 

21,553,698

Wireless Telecommunication Services 0.6%

American Tower Corp. "A"*

48,800

1,796,816

China Mobile Ltd.

105,106

984,205

KDDI Corp.

45

239,114

Millicom International Cellular SA (SDR)*

604

39,384

Mobistar SA

2,118

145,485

NTT DoCoMo, Inc.

235

342,330

Rogers Communications, Inc. "B"

3,600

105,633

Softbank Corp.

11,200

262,893

StarHub Ltd.

15,000

20,074

USA Mobility, Inc.

37,300

406,570

Vodafone Group PLC

218,895

484,303

Vodafone Group PLC (ADR)

86,671

1,923,230

 

6,750,037

Utilities 2.5%

Electric Utilities 1.7%

Allegheny Energy, Inc.

86,518

1,974,341

American Electric Power Co., Inc.

46,476

1,404,505

Chubu Electric Power Co., Inc.

5,700

127,796

Chugoku Electric Power Co., Inc.

200

4,062

CLP Holdings Ltd.

18,000

120,339

Duke Energy Corp.

66,132

1,046,208

E.ON AG

23,725

906,857

Edison International

14,400

458,208

EDP — Energias de Portugal SA

30,544

134,910

El Paso Electric Co.*

6,500

121,875

Electricite de France

10,840

602,834

Enel SpA

33,938

202,325

Entergy Corp.

17,015

1,305,391

Exelon Corp.

88,458

4,153,988

FirstEnergy Corp.

79,724

3,450,455

Fortis, Inc.

4,700

109,893

Fortum Oyj

45,220

1,070,019

FPL Group, Inc.

12,900

633,390

Hokkaido Electric Power Co., Inc.

1,900

36,689

Hokuriku Electric Power Co.

1,600

36,668

HongKong Electric Holdings Ltd.

11,500

61,291

Iberdrola SA

13,150

119,224

Kansai Electric Power Co., Inc.

6,500

141,280

Kyushu Electric Power Co., Inc.

3,200

65,451

MGE Energy, Inc.

1,300

45,526

PNM Resources, Inc.

7,800

83,616

Scottish & Southern Energy PLC

4,572

80,942

Shikoku Electric Power Co., Inc.

1,500

42,352

Southern Co.

40,898

1,275,609

SP Ausnet

149,825

117,098

Tohoku Electric Power Co., Inc.

4,600

94,821

Tokyo Electric Power Co., Inc.

10,900

269,035

 

20,296,998

Gas Utilities 0.1%

Chesapeake Utilities Corp.

3,300

104,544

Enagas

870

17,911

Gas Natural SDG SA

1,085

21,795

Hong Kong & China Gas Co., Ltd.

39,600

95,118

National Fuel Gas Co.

2,100

95,214

Osaka Gas Co., Ltd.

22,000

74,046

Snam Rete Gas SpA

9,690

47,012

South Jersey Industries, Inc.

1,900

67,051

Southwest Gas Corp.

12,300

307,377

Toho Gas Co., Ltd.

6,000

31,213

Tokyo Gas Co., Ltd.

19,000

75,216

 

936,497

Independent Power Producers & Energy Traders 0.2%

AES Corp.*

32,900

430,003

Drax Group PLC

2,119

16,120

EDP Renovaveis SA*

3,596

35,850

Electric Power Development Co., Ltd.

1,000

31,203

Iberdrola Renovables SA

4,169

18,529

International Power PLC

8,058

33,542

NRG Energy, Inc.* (a)

69,567

1,599,345

TransAlta Corp.

5,900

110,088

 

2,274,680

Multi-Utilities 0.4%

AGL Energy Ltd.

47,250

582,668

Canadian Utilities Ltd. "A"

1,800

64,095

Centrica PLC

22,726

92,311

CH Energy Group, Inc.

3,200

132,512

Dominion Resources, Inc.

9,400

320,446

GDF Suez

2,378

99,522

MDU Resources Group, Inc.

7,700

159,775

National Grid PLC

8,812

87,618

NorthWestern Corp.

4,700

113,505

PG&E Corp.

61,722

2,523,813

RWE AG

838

73,377

Suez Environnement Co.

863

19,203

United Utilities Group PLC

4,223

30,492

Veolia Environnement

995

32,399

 

4,331,736

Water Utilities 0.1%

American States Water Co.

12,800

424,320

American Water Works Co., Inc.

35,000

663,950

Severn Trent PLC

1,502

23,449

 

1,111,719

Total Common Stocks (Cost $581,642,957)

650,101,235

 

Preferred Stocks 0.0%

Consumer Discretionary 0.0%

Porsche Automobil Holding SE

101

7,725

Volkswagen AG

195

19,403

 

27,128

Consumer Staples 0.0%

Henkel AG & Co. KGaA

6,589

298,830

Health Care 0.0%

Fresenius SE

295

17,124

Total Preferred Stocks (Cost $335,350)

343,082

 

Convertible Preferred Stocks 0.0%

Consumer Discretionary

ION Media Networks, Inc., 144A, 12.0%* (Cost $17,340)

25,001

0

 

Rights 0.0%

Financials

Fortis, Expiration Date 7/4/2014* (Cost $0)

23,884

0

 

Warrants 0.1%

Financials 0.1%

New ASAT (Finance) Ltd., Expiration Date 2/1/2011*

75,400

12,070

UBS AG, Expiration Date 8/31/2011*

463,452

831,050

 

843,120

Industrials 0.0%

World Color Press, Inc., Expiration Date 7/20/2014*

850

4,569

Materials 0.0%

Ashland, Inc., Expiration Date 3/31/2029*

506

0

Total Warrants (Cost $802,489)

847,689

 

Principal Amount ($) (b)

Value ($)

 

 

Corporate Bonds 7.9%

Consumer Discretionary 0.7%

AMC Entertainment, Inc.:

 

8.0%, 3/1/2014

 

135,000

130,612

 

8.75%, 6/1/2019

 

120,000

123,000

American Achievement Corp., 144A, 8.25%, 4/1/2012

 

45,000

44,550

Ameristar Casinos, Inc., 144A, 9.25%, 6/1/2014

 

75,000

78,000

Asbury Automotive Group, Inc.:

 

7.625%, 3/15/2017

 

105,000

94,500

 

8.0%, 3/15/2014

 

50,000

47,750

CanWest MediaWorks LP, 144A, 9.25%, 8/1/2015**

 

75,000

15,000

Carrols Corp., 9.0%, 1/15/2013

 

45,000

45,000

CSC Holdings, Inc., 6.75%, 4/15/2012

 

10,000

10,400

DISH DBS Corp.:

 

6.625%, 10/1/2014

 

130,000

126,750

 

7.125%, 2/1/2016

 

95,000

95,000

Dollarama Group Holdings LP, 7.468%***, 8/15/2012 (c)

 

108,000

119,880

Fontainebleau Las Vegas Holdings LLC, 144A, 11.0%, 6/15/2015**

 

100,000

3,500

Goodyear Tire & Rubber Co., 10.5%, 5/15/2016

 

45,000

48,713

Great Canadian Gaming Corp., 144A, 7.25%, 2/15/2015

 

90,000

85,950

Group 1 Automotive, Inc., 8.25%, 8/15/2013

 

50,000

49,375

Hertz Corp., 8.875%, 1/1/2014

 

195,000

197,437

Idearc, Inc., 8.0%, 11/15/2016**

 

195,000

9,750

Isle of Capri Casinos, Inc., 7.0%, 3/1/2014

 

50,000

44,625

Lamar Media Corp., Series C, 6.625%, 8/15/2015

 

20,000

18,900

MGM MIRAGE:

 

144A, 10.375%, 5/15/2014

 

65,000

69,225

 

144A, 11.125%, 11/15/2017

 

85,000

93,500

Norcraft Holdings LP, 9.75%, 9/1/2012

 

250,000

235,625

Penske Automotive Group, Inc., 7.75%, 12/15/2016

 

180,000

173,700

Reader's Digest Association, Inc., 9.0%, 2/15/2017**

 

65,000

650

Sabre Holdings Corp., 8.35%, 3/15/2016

 

80,000

71,400

Seminole Hard Rock Entertainment, Inc., 144A, 2.799%***, 3/15/2014

 

105,000

84,525

Shingle Springs Tribal Gaming Authority, 144A, 9.375%, 6/15/2015

 

75,000

53,250

Simmons Co., Step-up Coupon, 0% to 12/15/2009, 10.0% to 12/15/2014

 

310,000

29,450

Sonic Automotive, Inc., Series B, 8.625%, 8/15/2013

 

90,000

87,300

TCI Communications, Inc., 8.75%, 8/1/2015

 

1,638,000

1,952,948

Time Warner Cable, Inc.:

 

6.75%, 6/15/2039

 

550,000

582,515

 

8.25%, 2/14/2014

 

500,000

586,414

Time Warner, Inc., 5.875%, 11/15/2016

 

540,000

578,874

Travelport LLC:

 

4.986%***, 9/1/2014

 

70,000

60,550

 

9.875%, 9/1/2014

 

15,000

14,775

Trump Entertainment Resorts, Inc., 8.5%, 6/1/2015**

 

20,000

1,650

United Components, Inc., 9.375%, 6/15/2013

 

15,000

14,213

Unity Media GmbH:

 

144A, 8.75%, 2/15/2015

EUR

140,000

216,333

 

144A, 10.375%, 2/15/2015

 

75,000

78,750

UPC Holding BV, 144A, 7.75%, 1/15/2014

EUR

90,000

132,449

Vertis, Inc., 13.5%, 4/1/2014 (PIK)

 

116,186

17,428

Viacom, Inc., 6.875%, 4/30/2036

 

700,000

738,822

WMG Acquisition Corp., 144A, 9.5%, 6/15/2016

 

70,000

74,725

Young Broadcasting, Inc., 8.75%, 1/15/2014**

 

430,000

4,300

Yum! Brands, Inc., 6.875%, 11/15/2037

 

1,080,000

1,177,840

 

8,519,903

Consumer Staples 0.6%

Anheuser-Busch InBev Worldwide, Inc., 144A, 7.75%, 1/15/2019

 

1,750,000

2,039,299

ConAgra Foods, Inc., 7.0%, 4/15/2019

 

600,000

699,794

CVS Caremark Corp.:

 

6.125%, 9/15/2039

 

300,000

303,060

 

6.25%, 6/1/2027

 

1,200,000

1,242,829

Dr. Pepper Snapple Group, Inc., 6.12%, 5/1/2013

 

750,000

821,486

General Nutrition Centers, Inc., 5.178%***, 3/15/2014 (PIK)

 

55,000

48,950

Ingles Markets, Inc., 8.875%, 5/15/2017

 

40,000

41,000

North Atlantic Trading Co., 144A, 10.0%, 3/1/2012

 

526,750

321,318

SUPERVALU, Inc., 8.0%, 5/1/2016

 

35,000

35,613

Viskase Companies, Inc., 11.5%, 6/15/2011

 

1,425,000

1,335,937

 

6,889,286

Energy 1.3%

Anadarko Petroleum Corp., 6.45%, 9/15/2036

 

750,000

780,335

Atlas Energy Operating Co., LLC, 144A, 10.75%, 2/1/2018

 

185,000

196,100

Belden & Blake Corp., 8.75%, 7/15/2012

 

416,000

382,720

Bristow Group, Inc., 7.5%, 9/15/2017

 

95,000

91,438

Cenovus Energy, Inc.:

 

144A, 5.7%, 10/15/2019

 

168,000

174,560

 

144A, 6.75%, 11/15/2039

 

280,000

305,905

Chaparral Energy, Inc., 8.5%, 12/1/2015

 

120,000

105,000

Chesapeake Energy Corp.:

 

6.25%, 1/15/2018

 

50,000

45,750

 

6.875%, 1/15/2016

 

115,000

110,975

 

7.5%, 6/15/2014

 

35,000

35,350

DCP Midstream LLC, 144A, 9.75%, 3/15/2019

 

1,500,000

1,791,978

Devon Energy Corp., 5.625%, 1/15/2014

 

1,250,000

1,357,356

El Paso Corp., 7.25%, 6/1/2018

 

90,000

89,868

Energy Transfer Partners LP, 9.0%, 4/15/2019

 

1,700,000

2,054,054

Enterprise Products Operating LLC:

 

6.125%, 10/15/2039

 

860,000

861,726

 

Series L, 6.3%, 9/15/2017

 

680,000

746,428

Frontier Oil Corp.:

 

6.625%, 10/1/2011

 

65,000

65,406

 

8.5%, 9/15/2016

 

120,000

122,400

KCS Energy, Inc., 7.125%, 4/1/2012

 

345,000

343,275

Kinder Morgan Energy Partners LP:

 

5.625%, 2/15/2015

 

197,000

211,380

 

7.3%, 8/15/2033

 

1,140,000

1,236,373

Linn Energy LLC, 144A, 11.75%, 5/15/2017

 

120,000

133,350

Mariner Energy, Inc.:

 

7.5%, 4/15/2013

 

75,000

73,125

 

8.0%, 5/15/2017

 

65,000

61,100

Newfield Exploration Co., 7.125%, 5/15/2018

 

135,000

135,506

ONEOK Partners LP, 8.625%, 3/1/2019

 

1,480,000

1,772,720

OPTI Canada, Inc.:

 

7.875%, 12/15/2014

 

125,000

97,500

 

8.25%, 12/15/2014

 

215,000

168,775

Petrohawk Energy Corp., 7.875%, 6/1/2015

 

50,000

50,500

Plains Exploration & Production Co., 7.0%, 3/15/2017

 

65,000

61,750

Quicksilver Resources, Inc., 7.125%, 4/1/2016

 

220,000

197,450

Regency Energy Partners LP:

 

8.375%, 12/15/2013

 

105,000

107,625

 

144A, 9.375%, 6/1/2016

 

125,000

131,875

Stone Energy Corp.:

 

6.75%, 12/15/2014

 

160,000

132,800

 

8.25%, 12/15/2011

 

250,000

240,000

Whiting Petroleum Corp., 7.25%, 5/1/2013

 

20,000

20,025

Williams Companies, Inc., 8.125%, 3/15/2012

 

275,000

298,317

 

14,790,795

Financials 3.0%

Algoma Acquisition Corp., 144A, 9.875%, 6/15/2015

 

190,000

162,450

American Express Co., 7.0%, 3/19/2018

 

1,411,000

1,559,457

Ashton Woods USA LLC, 144A, Step-up Coupon, 0% to 6/30/2012, 11.0% to 6/30/2015

 

111,800

40,785

Bank of America Corp., 7.625%, 6/1/2019

 

3,830,000

4,419,479

Barclays Bank PLC:

 

Series 1, 5.0%, 9/22/2016

 

320,000

327,031

 

5.2%, 7/10/2014

 

285,000

303,902

BB&T Corp., 5.2%, 12/23/2015

 

750,000

785,552

Buffalo Thunder Development Authority, 144A, 9.375%, 12/15/2014**

 

45,000

8,325

Calpine Construction Finance Co., LP, 144A, 8.0%, 6/1/2016

 

105,000

106,575

Capital One Bank USA NA, 8.8%, 7/15/2019

 

500,000

592,210

Citigroup, Inc.:

 

6.125%, 5/15/2018

 

1,500,000

1,518,077

 

8.125%, 7/15/2039

 

1,200,000

1,396,394

 

8.5%, 5/22/2019

 

474,000

554,061

Conproca SA de CV, REG S, 12.0%, 6/16/2010

 

574,785

602,806

Ford Motor Credit Co., LLC:

 

7.25%, 10/25/2011

 

600,000

588,478

 

9.875%, 8/10/2011

 

285,000

291,519

General Electric Capital Corp.:

 

Series A, 5.25%, 10/19/2012

 

1,750,000

1,880,812

 

6.0%, 8/7/2019

 

710,000

746,273

GMAC, Inc., 144A, 6.875%, 9/15/2011

 

459,000

440,640

Hartford Financial Services Group, Inc., 5.95%, 10/15/2036

 

570,000

470,060

Inmarsat Finance II PLC, 10.375%, 11/15/2012

 

95,000

98,088

iPayment, Inc., 9.75%, 5/15/2014

 

80,000

58,400

JPMorgan Chase & Co., 6.3%, 4/23/2019

 

1,290,000

1,415,785

Lincoln National Corp., 8.75%, 7/1/2019

 

710,000

826,658

MetLife, Inc.:

 

6.75%, 6/1/2016

 

405,000

452,888

 

7.717%, 2/15/2019

 

750,000

888,104

Morgan Stanley:

 

Series F, 6.625%, 4/1/2018

 

900,000

964,654

 

7.3%, 5/13/2019

 

450,000

504,178

National Rural Utilities Cooperative Finance Corp., Series C, 7.25%, 3/1/2012

 

1,400,000

1,555,616

New ASAT (Finance) Ltd., 9.25%, 2/1/2011**

 

290,000

363

Orascom Telecom Finance SCA, 144A, 7.875%, 2/8/2014

 

100,000

94,500

PNC Bank NA, 6.875%, 4/1/2018

 

1,300,000

1,388,305

Principal Financial Group, Inc., 7.875%, 5/15/2014

 

1,170,000

1,312,114

Prudential Financial, Inc.:

 

Series B, 5.1%, 9/20/2014

 

350,000

360,580

 

6.2%, 1/15/2015

 

390,000

415,896

 

7.375%, 6/15/2019

 

115,000

128,487

Rainbow National Services LLC, 144A, 10.375%, 9/1/2014

 

17,000

17,850

Royal Bank of Scotland PLC, 144A, 4.875%, 8/25/2014

 

1,500,000

1,526,645

Simon Property Group LP, (REIT), 6.75%, 5/15/2014

 

225,000

242,102

Sprint Capital Corp.:

 

7.625%, 1/30/2011

 

75,000

75,844

 

8.375%, 3/15/2012

 

310,000

313,875

Telecom Italia Capital SA, 5.25%, 11/15/2013

 

800,000

841,770

Telefonica Emisiones SAU, 5.877%, 7/15/2019

 

320,000

345,879

The Goldman Sachs Group, Inc.:

 

6.0%, 5/1/2014

 

365,000

401,268

 

6.15%, 4/1/2018

 

1,500,000

1,598,422

Tropicana Entertainment LLC, 9.625%, 12/15/2014**

 

235,000

294

UCI Holdco, Inc., 9.25%***, 12/15/2013 (PIK)

 

122,569

63,736

Universal City Development Partners Ltd., 11.75%, 4/1/2010

 

390,000

391,950

Virgin Media Finance PLC, 8.75%, 4/15/2014

 

430,000

438,600

Wachovia Corp., Series G, 5.5%, 5/1/2013

 

1,790,000

1,917,516

Wind Acquisition Finance SA:

 

144A, 9.75%, 12/1/2015

EUR

250,000

395,506

 

144A, 10.75%, 12/1/2015

 

75,000

81,000

 

35,911,759

Health Care 0.6%

Boston Scientific Corp., 6.0%, 6/15/2011

 

80,000

82,600

Community Health Systems, Inc., 8.875%, 7/15/2015

 

425,000

437,750

Express Scripts, Inc.:

 

6.25%, 6/15/2014

 

930,000

1,021,831

 

7.25%, 6/15/2019

 

460,000

533,624

HCA, Inc.:

 

144A, 8.5%, 4/15/2019

 

150,000

159,000

 

9.125%, 11/15/2014

 

115,000

119,025

 

9.25%, 11/15/2016

 

430,000

449,350

 

9.625%, 11/15/2016 (PIK)

 

131,000

139,024

HEALTHSOUTH Corp., 10.75%, 6/15/2016

 

60,000

65,100

IASIS Healthcare LLC, 8.75%, 6/15/2014

 

95,000

97,375

McKesson Corp., 7.5%, 2/15/2019

 

625,000

735,244

Medco Health Solutions, Inc., 7.125%, 3/15/2018

 

1,499,000

1,696,919

Merck & Co., Inc.:

 

5.0%, 6/30/2019

 

454,000

483,182

 

5.85%, 6/30/2039

 

106,000

115,335

Quest Diagnostics, Inc., 6.95%, 7/1/2037

 

845,000

963,909

The Cooper Companies, Inc., 7.125%, 2/15/2015

 

150,000

145,500

Valeant Pharmaceuticals International, 144A, 8.375%, 6/15/2016

 

55,000

56,237

Vanguard Health Holding Co. I, LLC, 11.25%, 10/1/2015

 

100,000

105,000

Vanguard Health Holding Co. II, LLC, 9.0%, 10/1/2014

 

245,000

254,800

 

7,660,805

Industrials 0.4%

Actuant Corp., 6.875%, 6/15/2017

 

60,000

56,550

Allied Waste North America, Inc.:

 

6.125%, 2/15/2014

 

650,000

666,511

 

6.875%, 6/1/2017

 

660,000

699,600

ARAMARK Corp., 8.5%, 2/1/2015

 

30,000

30,300

BE Aerospace, Inc., 8.5%, 7/1/2018

 

160,000

166,400

Belden, Inc., 7.0%, 3/15/2017

 

75,000

72,375

Browning-Ferris Industries, Inc., 7.4%, 9/15/2035

 

25,000

28,746

Cenveo Corp., 144A, 10.5%, 8/15/2016

 

25,000

24,563

Congoleum Corp., 8.625%, 8/1/2008**

 

572,000

171,600

Corrections Corp. of America, 7.75%, 6/1/2017

 

30,000

30,900

Esco Corp., 144A, 4.174%***, 12/15/2013

 

50,000

45,625

Great Lakes Dredge & Dock Co., 7.75%, 12/15/2013

 

60,000

58,500

K. Hovnanian Enterprises, Inc., 8.875%, 4/1/2012

 

90,000

74,250

Kansas City Southern de Mexico SA de CV:

 

7.375%, 6/1/2014

 

65,000

61,425

 

7.625%, 12/1/2013

 

400,000

384,000

 

9.375%, 5/1/2012

 

190,000

193,800

Mobile Mini, Inc., 9.75%, 8/1/2014

 

90,000

92,700

Navios Maritime Holdings, Inc., 9.5%, 12/15/2014

 

115,000

112,700

Owens Corning, Inc., 9.0%, 6/15/2019

 

40,000

43,395

R.H. Donnelley Corp., Series A-4, 8.875%, 10/15/2017**

 

250,000

14,375

RBS Global & Rexnord Corp., 9.5%, 8/1/2014

 

65,000

64,350

Titan International, Inc., 8.0%, 1/15/2012

 

265,000

251,750

TransDigm, Inc., 7.75%, 7/15/2014

 

45,000

45,225

United Rentals North America, Inc.:

 

6.5%, 2/15/2012

 

50,000

49,375

 

7.0%, 2/15/2014

 

210,000

184,800

 

144A, 10.875%, 6/15/2016

 

130,000

141,050

Waste Management, Inc., 6.375%, 3/11/2015

 

1,170,000

1,302,260

 

5,067,125

Information Technology 0.1%

Alcatel-Lucent USA, Inc., 6.45%, 3/15/2029

 

105,000

82,425

L-3 Communications Corp.:

 

5.875%, 1/15/2015

 

105,000

102,113

 

Series B, 6.375%, 10/15/2015

 

115,000

113,562

MasTec, Inc., 7.625%, 2/1/2017

 

105,000

98,700

SunGard Data Systems, Inc., 10.25%, 8/15/2015

 

255,000

262,969

Vangent, Inc., 9.625%, 2/15/2015

 

80,000

76,200

 

735,969

Materials 0.5%

Appleton Papers, Inc., 144A, 11.25%, 12/15/2015

 

45,000

37,913

ARCO Chemical Co., 9.8%, 2/1/2020**

 

635,000

441,325

Cascades, Inc., 7.25%, 2/15/2013

 

46,000

44,965

Clondalkin Acquisition BV, 144A, 2.299%***, 12/15/2013

 

90,000

78,750

CPG International I, Inc., 10.5%, 7/1/2013

 

195,000

165,750

Crown Americas LLC, 144A, 7.625%, 5/15/2017

 

30,000

30,750

Domtar Corp., 10.75%, 6/1/2017

 

70,000

80,325

Dow Chemical Co.:

 

5.9%, 2/15/2015

 

1,400,000

1,448,296

 

8.55%, 5/15/2019

 

75,000

85,622

Exopack Holding Corp., 11.25%, 2/1/2014

 

255,000

258,825

Freeport-McMoRan Copper & Gold, Inc.:

 

8.25%, 4/1/2015

 

205,000

219,862

 

8.375%, 4/1/2017

 

400,000

430,000

GEO Specialty Chemicals, Inc.:

 

144A, 7.5%***, 3/31/2015 (PIK)

 

622,934

467,200

 

10.0%, 3/31/2015

 

613,760

460,320

Georgia-Pacific LLC, 144A, 7.125%, 1/15/2017

 

50,000

50,500

Graphic Packaging International, Inc., 144A, 9.5%, 6/15/2017

 

85,000

89,250

Hexcel Corp., 6.75%, 2/1/2015

 

305,000

295,850

Innophos, Inc., 8.875%, 8/15/2014

 

35,000

35,350

Koppers Holdings, Inc., Step-up Coupon, 0% to 11/15/2009, 9.875% to 11/15/2014

 

225,000

225,000

Millar Western Forest Products Ltd., 7.75%, 11/15/2013

 

40,000

29,200

NewMarket Corp., 7.125%, 12/15/2016

 

195,000

188,175

Owens-Brockway Glass Container, Inc., 7.375%, 5/15/2016

 

160,000

161,600

Pliant Corp., 11.85%, 6/15/2009**

 

10

9

Radnor Holdings Corp., 11.0%, 3/15/2010**

 

120,000

150

Silgan Holdings, Inc., 144A, 7.25%, 8/15/2016

 

80,000

81,200

Teck Resources Ltd.:

 

9.75%, 5/15/2014

 

75,000

84,188

 

10.25%, 5/15/2016

 

75,000

86,437

 

10.75%, 5/15/2019

 

185,000

215,525

The Mosaic Co., 144A, 7.375%, 12/1/2014

 

135,000

143,710

Wolverine Tube, Inc., 15.0%, 3/31/2012 (PIK)

 

137,849

117,861

 

6,053,908

Telecommunication Services 0.4%

AT&T Mobility LLC, 6.5%, 12/15/2011

 

1,125,000

1,236,606

BCM Ireland Preferred Equity Ltd., 144A, 7.873%***, 2/15/2017 (PIK)

EUR

248,060

160,154

Centennial Communications Corp.:

 

10.0%, 1/1/2013

 

55,000

57,956

 

10.125%, 6/15/2013

 

120,000

123,900

CenturyTel, Inc.:

 

Series Q, 6.15%, 9/15/2019

 

275,000

276,145

 

Series P, 7.6%, 9/15/2039

 

325,000

317,983

Cincinnati Bell, Inc.:

 

7.25%, 7/15/2013

 

220,000

224,675

 

8.375%, 1/15/2014

 

85,000

84,575

Cricket Communications, Inc.:

 

9.375%, 11/1/2014

 

180,000

174,600

 

10.0%, 7/15/2015

 

155,000

152,287

Grupo Iusacell Celular SA de CV, 10.0%, 3/31/2012**

 

48,802

27,634

Hellas Telecommunications Luxembourg V, 144A, 4.242%***, 10/15/2012

EUR

100,000

120,675

Intelsat Corp.:

 

9.25%, 8/15/2014

 

30,000

30,525

 

9.25%, 6/15/2016

 

415,000

422,138

Intelsat Subsidiary Holding Co., Ltd.,
8.875%, 1/15/2015

 

190,000

191,662

iPCS, Inc., 2.608%***, 5/1/2013

 

35,000

30,625

MetroPCS Wireless, Inc., 9.25%, 11/1/2014

 

185,000

186,387

Millicom International Cellular SA, 10.0%, 12/1/2013

 

270,000

279,112

Qwest Corp.:

 

7.875%, 9/1/2011

 

210,000

216,825

 

8.875%, 3/15/2012

 

45,000

47,363

Stratos Global Corp., 9.875%, 2/15/2013

 

55,000

57,750

Telesat Canada, 11.0%, 11/1/2015

 

245,000

265,825

Verizon Communications, Inc., 6.35%, 4/1/2019

 

50,000

55,482

Windstream Corp.:

 

7.0%, 3/15/2019

 

90,000

85,387

 

8.625%, 8/1/2016

 

15,000

15,413

 

4,841,684

Utilities 0.3%

AES Corp.:

 

8.0%, 10/15/2017

 

110,000

110,550

 

8.0%, 6/1/2020

 

95,000

95,000

 

144A, 8.75%, 5/15/2013

 

546,000

558,285

DTE Energy Co., 7.625%, 5/15/2014

 

305,000

336,587

Energy Future Holdings Corp., 10.875%, 11/1/2017

 

115,000

79,925

FirstEnergy Solutions Corp., 144A, 6.8%, 8/15/2039

 

313,000

325,001

Kinder Morgan, Inc., 6.5%, 9/1/2012

 

45,000

46,238

Mirant Americas Generation LLC, 8.3%, 5/1/2011

 

130,000

132,275

Mirant North America LLC, 7.375%, 12/31/2013

 

60,000

59,100

NRG Energy, Inc.:

 

7.25%, 2/1/2014

 

180,000

178,650

 

7.375%, 2/1/2016

 

165,000

163,969

 

7.375%, 1/15/2017

 

260,000

257,400

NV Energy, Inc.:

 

6.75%, 8/15/2017

 

80,000

78,607

 

8.625%, 3/15/2014

 

31,000

31,726

Sempra Energy, 6.5%, 6/1/2016

 

625,000

686,416

Texas Competitive Electric Holdings Co., LLC, Series A, 10.25%, 11/1/2015

 

125,000

88,750

 

3,228,479

Total Corporate Bonds (Cost $90,343,865)

93,699,713

 

Asset-Backed 0.3%

Automobile Receivables 0.2%

Capital Auto Receivables Asset Trust, "B", Series 2006-1, 5.26%, 10/15/2010

902,610

907,287

Ford Credit Auto Owner Trust, "B", Series 2007-B, 5.69%, 11/15/2012

1,517,000

1,614,795

 

2,522,082

Credit Card Receivables 0.1%

Washington Mutual Master Note Trust, "A", Series 2006-A2A, 144A, 0.295%***, 6/15/2015

1,300,000

1,283,426

Total Asset-Backed (Cost $3,704,362)

3,805,508

 

Mortgage-Backed Securities Pass-Throughs 9.1%

Federal Home Loan Bank, 6.0%, 11/1/2021

797,973

857,322

Federal National Mortgage Association:

 

4.427%***, 3/1/2036

 

2,874,199

3,016,319

 

4.5%, with various maturities from 4/1/2020 until 5/1/2038 (d)

 

27,295,002

27,871,907

 

5.0%, with various maturities from 3/1/2036 until 2/1/2038

 

12,983,555

13,484,640

 

5.5%, with various maturities from 2/1/2037 until 4/1/2038

 

17,180,208

18,117,650

 

5.526%***, 8/1/2037

 

1,785,583

1,866,951

 

6.0%, with various maturities from 3/1/2036 until 8/1/2037

 

17,044,811

18,207,650

 

6.5%, with various maturities from 4/1/2017 until 9/1/2038

 

8,111,727

8,779,019

 

8.0%, 9/1/2015

 

434,255

474,112

Government National Mortgage Association:

 

5.0%, 12/1/2037 (d)

 

7,000,000

7,272,343

 

5.5%, 6/1/2036 (d)

 

7,000,000

7,388,828

 

6.5%, 8/20/2034

 

286,060

307,693

Total Mortgage-Backed Securities Pass-Throughs (Cost $105,025,215)

107,644,434

 

Commercial Mortgage-Backed Securities 1.3%

Banc of America Commercial Mortgage, Inc.:

 

"A4", Series 2007-3, 5.837%***, 6/10/2049

 

1,350,000

1,132,847

 

"A4", Series 2007-4, 5.935%***, 2/10/2051

 

2,000,000

1,858,937

Greenwich Capital Commercial Funding Corp.:

 

"A4", Series 2007-GG9, 5.444%, 3/10/2039

 

2,649,000

2,363,813

 

"A4", Series 2007-GG11, 5.736%, 12/10/2049

 

5,350,000

4,922,276

JPMorgan Chase Commercial Mortgage Securities Corp., "A4", Series 2007-LD12, 5.882%, 2/15/2051

2,300,000

2,026,111

LB-UBS Commercial Mortgage Trust, "A4", Series 2007-C6, 5.858%, 7/15/2040

3,000,000

2,575,469

Total Commercial Mortgage-Backed Securities (Cost $13,274,660)

14,879,453

 

Government & Agency Obligations 13.5%

Other Government Related 2.3%

Bank of America Corp., Series L, FDIC Guaranteed, 2.1%, 4/30/2012

 

4,500,000

4,574,588

Citigroup, Inc., FDIC Guaranteed, 2.125%, 4/30/2012

 

3,000,000

3,057,471

General Electric Capital Corp., Series G, FDIC Guaranteed, 2.2%, 6/8/2012

 

12,000,000

12,213,672

PNC Funding Corp., FDIC Guaranteed, 2.3%, 6/22/2012

 

7,000,000

7,155,288

 

27,001,019

Sovereign Bonds 3.4%

Federal Republic of Germany, 2.25%, 4/15/2013

EUR

788,068

1,227,201

Government of Canada, 4.0%, 12/1/2031

CAD

1,581,502

2,109,555

Government of France:

 

1.0%, 7/25/2017

EUR

937,094

1,360,045

 

1.6%, 7/25/2011

EUR

2,717,851

4,125,319

 

2.25%, 7/25/2020

EUR

982,389

1,541,903

 

3.15%, 7/25/2032

EUR

2,132,906

3,884,443

Government of Japan, Series 9, 1.1%, 9/10/2016

JPY

239,760,000

2,485,098

Government of Sweden, Series 3105, 3.5%, 12/1/2015

SEK

9,500,000

1,791,073

Republic of Italy, 2.1%, 9/15/2017

EUR

4,213,160

6,380,854

Republic of Poland, 6.375%, 7/15/2019

 

385,000

423,947

United Kingdom Treasury-Inflation Linked Bonds:

 

1.125%, 11/22/2037

GBP

1,802,072

3,418,154

 

1.25%, 11/22/2032

GBP

493,734

905,433

 

1.875%, 11/22/2022

GBP

1,407,173

2,600,982

 

2.0%, 1/26/2035

GBP

847,000

2,257,056

 

2.5%, 8/16/2013

GBP

450,000

1,913,193

 

2.5%, 7/26/2016

GBP

398,000

1,901,006

 

2.5%, 4/16/2020

GBP

361,000

1,770,594

 

40,095,856

US Treasury Obligations 7.8%

US Treasury Bills:

 

0.11%****, 3/18/2010 (e)

 

454,000

453,820

 

0.19%****, 3/18/2010 (e)

 

15,687,000

15,680,772

US Treasury Bond, 3.5%, 2/15/2039

 

3,000,000

2,629,686

US Treasury Inflation-Indexed Bonds:

 

2.375%, 1/15/2025

 

1,997,920

2,123,572

 

3.625%, 4/15/2028

 

2,001,525

2,481,735

 

3.875%, 4/15/2029

 

1,641,025

2,114,999

US Treasury Inflation-Indexed Notes:

 

1.875%, 7/15/2015

 

665,730

697,924

 

2.0%, 1/15/2014

 

893,528

937,995

 

2.0%, 1/15/2016

 

1,740,879

1,831,187

 

2.375%, 4/15/2011

 

3,675,142

3,800,615

 

2.375%, 1/15/2017

 

2,729,115

2,942,966

 

2.5%, 7/15/2016

 

1,811,379

1,968,318

US Treasury Notes:

 

0.875%, 3/31/2011

 

12,500,000

12,555,662

 

1.75%, 1/31/2014

 

7,000,000

6,923,987

 

3.125%, 5/15/2019

 

15,000,000

14,678,910

 

4.5%, 11/15/2015

 

18,000,000

19,859,058

 

91,681,206

Total Government & Agency Obligations (Cost $152,545,968)

158,778,081

 

Loan Participations and Assignments 0.1%

Senior Loans***

Alliance Mortgage Cycle Loan, Term Loan A, 9.5%, 6/1/2010**

233,333

0

Essar Steel Algoma, Inc., Term Loan B,
8.0%, 6/20/2013

59,242

55,737

Golden Nugget, Inc., Second Lien Term Loan, 3.5%, 12/31/2014

100,000

41,000

Hawker Beechcraft Acquisition Co., LLC:

 

Term Loan, 2.243%, 3/26/2014

 

49,670

39,709

 

Letter of Credit, 2.283%, 3/26/2014

 

2,939

2,350

Hexion Specialty Chemicals, Inc.:

 

Term Loan C1, 2.563%, 5/6/2013

 

245,695

196,907

 

Term Loan C2, 2.563%, 5/6/2013

 

32,444

26,001

IASIS Healthcare LLC, Term Loan, 5.531%, 6/13/2014 (PIK)

246,807

222,126

Sabre, Inc., Term Loan B, 2.493%, 9/30/2014

78,657

68,412

Sbarro, Inc., Term Loan, 4.754%, 1/31/2014

55,000

47,254

Texas Competitive Electric Holdings Co., LLC:

 

Term Loan B2, 3.744%, 10/10/2014

 

292,269

226,874

 

Term Loan B3, 3.744%, 10/10/2014

 

366,671

282,461

Total Loan Participations and Assignments (Cost $1,726,332)

1,208,831

 

Preferred Securities 0.1%

Financials 0.1%

Farm Credit Bank of Texas, Series 1, 7.561%, 12/15/2013 (f)

 

889,000

623,678

Xerox Capital Trust I, 8.0%, 2/1/2027

 

80,000

78,400

 

702,078

Materials 0.0%

Hercules, Inc., 6.5%, 6/30/2029

 

141,000

91,650

Total Preferred Securities (Cost $1,108,218)

793,728

 


Shares

Value ($)

 

 

Exchange-Traded Funds 6.5%

iShares Barclays Aggregate Bond Fund

373,111

39,105,764

iShares MSCI Japan Index Fund (a)

170,053

1,625,706

Vanguard Emerging Markets

944,613

35,517,449

Total Exchange-Traded Funds (Cost $59,195,942)

76,248,919

 

Securities Lending Collateral 2.7%

Daily Assets Fund Institutional, 0.27% (g) (h) (Cost $31,346,040)

 

31,346,040

31,346,040

 

Cash Equivalents 8.9%

Central Cash Management Fund, 0.19% (g) (Cost $105,096,562)

 

105,096,562

105,096,562

 

% of Net Assets

Value ($)

 

 

Total Investment Portfolio (Cost $1,146,165,300)+

105.7

1,244,793,275

Other Assets and Liabilities, Net (a)

(5.7)

(66,779,113)

Net Assets

100.0

1,178,014,162

* Non-income producing security.

** Non-income producing security. Issuer has defaulted on the payment of principal or the interest or has filed for bankruptcy. The following table represents bonds that are in default:

Security

Coupon

Maturity Date

Principal Amount ($)

Acquisition Cost ($)

Value ($)

Alliance Mortgage Cycle Loan

9.5%

6/1/2010

233,333

USD

233,333

0

ARCO Chemical Co.

9.8%

2/1/2020

635,000

USD

574,897

441,325

Buffalo Thunder Development Authority

9.375%

12/15/2014

45,000

USD

45,000

8,325

CanWest MediaWorks LP

9.25%

8/1/2015

75,000

USD

75,000

15,000

Congoleum Corp.

8.625%

8/1/2008

572,000

USD

573,205

171,600

Fontainebleau Las Vegas Holdings LLC

11.0%

6/15/2015

100,000

USD

100,000

3,500

Grupo Iusacell Celular SA de CV

10.0%

3/31/2012

48,802

USD

46,440

27,634

Idearc, Inc.

8.0%

11/15/2016

195,000

USD

191,838

9,750

New ASAT (Finance) Ltd.

9.25%

2/1/2011

290,000

USD

253,681

363

Pliant Corp.

11.85%

6/15/2009

10

USD

10

9

R.H. Donnelley Corp.

8.875%

10/15/2017

250,000

USD

250,000

14,375

Radnor Holdings Corp.

11.0%

3/15/2010

120,000

USD

79,038

150

Reader's Digest Association, Inc.

9.0%

2/15/2017

65,000

USD

58,569

650

Tropicana Entertainment LLC

9.625%

12/15/2014

235,000

USD

172,931

294

Trump Entertainment Resorts, Inc.

8.5%

6/1/2015

20,000

USD

19,175

1,650

Young Broadcasting, Inc.

8.75%

1/15/2014

430,000

USD

367,438

4,300

 

 

 

 

3,040,555

698,925

*** Floating rate notes are securities whose yields vary with a designated market index or market rate, such as the coupon-equivalent of the US Treasury Bill rate. These securities are shown at their current rate as of October 31, 2009.

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

+ The cost for federal income tax purposes was $1,173,449,989. At October 31, 2009, net unrealized appreciation for all securities based on tax cost was $71,343,286. This consisted of aggregate gross unrealized appreciation for all securities in which there was an excess of value over tax cost of $129,143,764 and aggregate gross unrealized depreciation for all securities in which there was an excess of tax cost over value of $57,800,478.

(a) All or a portion of these securities were on loan amounting to $28,660,732. In addition, included in other assets and liabilities, net are pending sales, amounting to $1,153,460, that are also on loan (see Notes to Financial Statements). The value of all securities loaned at October 31, 2009 amounted to $29,814,192, which is 2.5% of net assets.

(b) Principal amount stated in US dollars unless otherwise noted.

(c) Security has deferred its 6/15/2008, 12/15/2008 and 6/15/2009 interest payments until 12/31/2009.

(d) When-issued or delayed delivery security included.

(e) At October 31, 2009, this security has been pledged, in whole or in part, to cover initial margin requirements for open futures contracts.

(f) Date shown is call date; not a maturity date for the perpetual preferred securities.

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

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

144A: Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers.

ADR: American Depositary Receipt

CVA: Certificaten Van Aandelen

FDIC: Federal Deposit Insurance Corp.

FDR: Fiduciary Depositary Receipt

MSCI: Morgan Stanley Capital International

PIK: Denotes that all or a portion of the income is paid in-kind.

PPS: Price Protected Shares

REG S: Securities sold under Regulation S may not be offered, sold or delivered within the United States or to, or for the account or benefit of, US persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

REIT: Real Estate Investment Trust.

RSP: Risparmio (Convertible Savings Shares)

SDR: Swedish Depositary Receipt

Included in the portfolio are investments in mortgage or asset-backed securities which are interests in separate pools of mortgages or assets. Effective maturities of these investments may be shorter than stated maturities due to prepayments. Some separate investments in the Federal National Mortgage Association issues which have similar coupon rates have been aggregated for presentation purposes in this investment portfolio.

At October 31, 2009, open futures contracts purchased were as follows:

Futures

Expiration Date

Contracts

Aggregated Face Value ($)

Value ($)

Unrealized Appreciation/ (Depreciation) ($)

10 Year US Treasury Note

12/21/2009

826

97,631,274

97,971,344

340,070

AEX Index

11/20/2009

20

1,872,908

1,774,811

(98,097)

ASX SPI 200 Index

12/17/2009

1

103,340

104,057

717

CAC 40 Index

11/20/2009

33

1,849,432

1,743,222

(106,210)

DAX Index

12/18/2009

29

6,026,756

5,765,247

(261,509)

DJ Euro Stoxx 50 Index

12/18/2009

440

18,084,455

17,651,569

(432,886)

Federal Republic of Germany Euro-Bund

12/8/2009

430

76,905,298

77,139,523

234,225

Federal Republic of Germany Euro-Schatz

12/8/2009

618

98,212,724

98,405,760

193,036

FTSE 100 Index

12/18/2009

97

8,004,248

7,961,651

(42,597)

Nikkei 225 Index

12/10/2009

4

205,893

194,800

(11,093)

Russell 2000 Mini Index

12/18/2009

28

1,613,136

1,573,040

(40,096)

S&P E-Mini 500 Index

12/18/2009

135

7,040,670

6,972,750

(67,920)

TOPIX Index

12/11/2009

58

6,055,479

5,760,373

(295,106)

Total net unrealized depreciation

(587,466)

At October 31, 2009, open futures contracts sold were as follows:

Futures

Expiration Date

Contracts

Aggregated Face Value ($)

Value ($)

Unrealized Appreciation/ (Depreciation) ($)

10 Year Australian Treasury Bond

12/15/2009

300

28,186,894

27,864,808

322,086

10 Year Canadian Government Bond

12/18/2009

67

7,434,424

7,464,396

(29,972)

10 Year Japanese Government Bond

12/10/2009

61

93,986,565

93,510,970

475,595

2 Year US Treasury Note

12/31/2009

300

64,939,873

65,282,813

(342,940)

ASX SPI 200 Index

12/17/2009

27

2,802,431

2,809,548

(7,117)

FTSE MIB Index

12/18/2009

28

4,669,445

4,533,715

135,730

Hang Seng Index

11/27/2009

14

1,985,944

1,953,627

32,317

IBEX 35 Index

11/20/2009

39

6,619,903

6,509,958

109,945

NASDAQ E-Mini 100 Index

12/18/2009

320

10,784,653

10,659,200

125,453

Russell 2000 Mini Index

12/18/2009

62

3,691,024

3,483,160

207,864

S&P E-Mini 500 Index

12/18/2009

92

4,799,884

4,751,800

48,084

S&P TSE 60 Index

12/17/2009

3

374,253

358,043

16,210

United Kingdom Long Gilt Bond

12/29/2009

229

44,883,761

44,552,792

330,969

Total net unrealized appreciation

1,424,224

As of October 31, 2009, the Fund had the following open forward foreign currency exchange contracts:

Contracts to Deliver

 

In Exchange For

 

Settlement Date

Unrealized Appreciation ($)

Counterparty

NOK

4,903,000

 

USD

857,588

 

11/18/2009

1,876

Bank of New York Mellon Corp.

JPY

896,994,000

 

USD

10,046,863

 

11/18/2009

81,004

Bank of New York Mellon Corp.

CAD

3,498,000

 

USD

3,296,983

 

11/18/2009

64,194

Royal Bank of Scotland PLC

SEK

32,078,000

 

USD

4,559,565

 

11/18/2009

36,256

Royal Bank of Scotland PLC

USD

35,515,837

 

AUD

40,077,000

 

11/18/2009

498,809

Morgan Stanley

USD

31,186,697

 

CHF

32,192,000

 

11/18/2009

196,434

UBS AG

USD

479,796

 

GBP

302,000

 

11/18/2009

15,803

Royal Bank of Scotland PLC

EUR

696,700

 

USD

1,025,414

 

11/25/2009

173

Citigroup, Inc.

Total unrealized appreciation

 

 

894,549

Contracts to Deliver

 

In Exchange For

 

Settlement Date

Unrealized Depreciation ($)

Counterparty

EUR

17,013,000

 

USD

24,964,281

 

11/18/2009

(71,894)

HSBC Bank USA

USD

6,463,107

 

NZD

8,844,000

 

11/18/2009

(125,114)

Bank of New York Mellon Corp.

Total unrealized depreciation

 

 

(197,008)

Currency Abbreviations

AUD Australian Dollar

CAD Canadian Dollar

CHF Swiss Franc

EUR Euro

GBP British Pound

JPY Japanese Yen

NOK Norwegian Krone

NZD New Zealand Dollar

SEK Swedish Krona

USD United States Dollar

Included in the portfolio are investments in mortgage or asset-backed securities which are interests in separate pools of mortgages or assets. Effective maturities of these investments may be shorter than stated maturities due to prepayments. Some separate investments in the Federal National Mortgage Association issues which have similar coupon rates have been aggregated for presentation purposes in this investment portfolio.

Fair Value Measurements

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

The following is a summary of the inputs used as of October 31, 2009 in valuing the Fund's investments. For information on the Fund's policy regarding the valuation of investments, please refer to the Security Valuation section of Note A in the accompanying Notes to the Financial Statements.

Assets

Level 1

Level 2

Level 3

Total

Common Stocks and/or Other Equity Investments (i)

Consumer Discretionary

$ 54,790,048

$ 12,119,693

$ 0

$ 66,909,741

Consumer Staples

54,005,675

8,872,418

62,878,093

Energy

58,638,229

8,888,372

67,526,601

Financials

66,901,823

21,004,744

843,120

88,749,687

Health Care

78,534,636

12,808,025

91,342,661

Industrials

58,241,223

13,165,355

71,406,578

Information Technology

100,353,845

9,040,849

109,394,694

Materials

26,191,465

9,637,121

35,828,586

Telecommunication Services

19,167,182

9,136,553

28,303,735

Utilities

23,179,043

5,772,587

28,951,630

Fixed Income (i)

Corporate Bonds

92,559,808

1,139,905

93,699,713

Asset Backed

3,805,508

3,805,508

Mortgage-Backed Securities Pass-Throughs

107,644,434

107,644,434

Commercial Mortgage-Backed Securities

14,879,453

14,879,453

Government & Agency Obligations

142,643,489

142,643,489

Loan Participations and Assignments

1,167,831

41,000

1,208,831

Preferred Securities

793,728

793,728

Exchange-Traded Funds

76,248,919

76,248,919

Short-Term Investments (i)

136,442,602

16,134,592

152,577,194

Derivatives (j)

836,758

894,549

1,731,307

Total

$ 753,531,448

$490,969,109

$ 2,024,025

$ 1,246,524,582

Liabilities

Level 1

Level 2

Level 3

Total

Derivatives (j)

$ —

$ (197,008)

$ —

$ (197,008)

Total

$ —

$ (197,008)

$ —

$ (197,008)

(i) See Investment Portfolio for additional detailed categorizations.

(j) Derivatives include unrealized appreciation (depreciation) on open future contracts and forward foreign currency exchange contracts.

The following is a reconciliation of the Fund's Level 3 investments for which significant unobservable inputs were used in determining value at October 31, 2009:

 

Common Stock and/or Other Equity Investments

Corporate Bonds

Consumer Discretionary

Financials

Materials

Balance as of
October 31,  2008

$ 812

$ 8,482

$ 0

$ 62,759

Total realized gain (loss)

5,290

(26,100)

Change in unrealized appreciation (depreciation)

(812)

34,629

(90,209)

(314,168)

Amortization premium/discount

6,593

Net purchases (sales)

716,988

90,209

717,545

Net transfers in (out) of Level 3

77,731

693,276

Balance as of
October 31, 2009

$ 0

$ 843,120

$ 0

$ 1,139,905

Net change in unrealized appreciation (depreciation) from investments still held at October 31, 2009

$ (812)

$ 34,629

$ (90,209)

$ (409,250)

 

Commercial Mortgage-Backed Securities

Loan Participations and Assignments

Other Investments

Total

Balance as of
October 31, 2008

$ 1,031,558

$ 48,477

$ 333,960

$ 1,486,048

Total realized gain (loss)

(162,094)

28

(182,876)

Change in unrealized appreciation (depreciation)

91,922

7,298

14,119

(257,221)

Amortization premium/discount

1,540

1,381

9,514

Net purchases (sales)

(961,386)

(606)

(349,460)

213,290

Net transfers in (out) of Level 3

(15,737)

755,270

Balance as of
October 31, 2009

$ —

$ 41,000

$ —

$ 2,024,025

Net change in unrealized appreciation (depreciation) from investments still held at October 31, 2009

$ —

$ 137

$ —

$ (465,505)

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

Financial Statements

Statement of Assets and Liabilities as of October 31, 2009

Assets

Investments:

Investments in securities, at value (cost $1,009,722,698) — including $28,660,732 of securities loaned

$ 1,108,350,673

Investment in Daily Assets Fund Institutional (cost $31,346,040)*

31,346,040

Investment in Central Cash Management Fund (cost $105,096,562)

105,096,562

Total investments, at value (cost $1,146,165,300)

1,244,793,275

Cash

48,150

Foreign currency, at value (cost $2,177,275)

2,186,935

Deposits with brokers for open future contracts

275

Receivable for investments sold

24,334,924

Receivable for Fund shares sold

242,531

Dividends receivable

661,322

Interest receivable

3,505,818

Receivable for daily variation margin on open futures contracts

61,812

Unrealized appreciation on forward foreign currency exchange contracts

894,549

Foreign taxes recoverable

150,584

Other assets

78,613

Total assets

1,276,958,788

Liabilities

Payable upon return of securities loaned

31,346,040

Payable for investments purchased

24,154,545

Payable for when-issued securities purchased

40,377,250

Payable for Fund shares redeemed

1,194,516

Unrealized depreciation on forward foreign currency exchange contracts

197,008

Accrued management fee

396,173

Other accrued expenses and payables

1,279,094

Total liabilities

98,944,626

Net assets, at value

$ 1,178,014,162

* Represents collateral of securities loaned.

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

Statement of Assets and Liabilities as of October 31, 2009 (continued)

Net Assets Consist of

Undistributed net investment income

15,741,322

Net unrealized appreciation (depreciation) on:

Investments

98,627,975

Futures

836,758

Foreign currency

704,172

Accumulated net realized gain (loss)

(244,377,254)

Paid-in capital

1,306,481,189

Net assets, at value

$ 1,178,014,162

Net Asset Value

Class A

Net Asset Value and redemption price per share ($885,303,477 ÷ 109,323,162 outstanding shares of beneficial interest, no par value, unlimited number of shares authorized)

$ 8.10

Maximum offering price per share (100 ÷ 94.25 of $8.10)

$ 8.59

Class B

Net Asset Value, offering and redemption price (subject to contingent deferred sales charge) per share ($16,718,957 ÷ 2,060,969 outstanding shares of beneficial interest, no par value, unlimited number of shares authorized)

$ 8.11

Class C

Net Asset Value, offering and redemption price (subject to contingent deferred sales charge) per share ($21,638,590 ÷ 2,676,981 outstanding shares of beneficial interest, no par value, unlimited number of shares authorized)

$ 8.08

Class S

Net Asset Value, offering and redemption price per share ($250,957,482 ÷ 30,969,242 outstanding shares of beneficial interest, no par value, unlimited number of shares authorized)

$ 8.10

Institutional Class

Net Asset Value, offering and redemption price per share ($3,395,656 ÷ 418,782 outstanding shares of beneficial interest, no par value, unlimited number of shares authorized)

$ 8.11

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

Statement of Operations for the year ended October 31, 2009

Investment Income

Income:

Dividends (net of foreign taxes withheld of $414,030)

$ 15,098,052

Interest (net of foreign taxes withheld of $699)

18,649,812

Income distributions — affiliated cash management vehicles

364,765

Securities lending income, including income from Daily Assets Fund Institutional, net of borrower rebates

342,920

Total Income

34,455,549

Expenses:

Management fee

3,976,574

Administration fee

1,074,750

Services to shareholders

2,238,553

Distribution and service fees

2,304,465

Custodian fee

324,556

Professional fees

126,390

Reports to shareholders

92,125

Registration fees

77,072

Trustees' fees and expenses

31,700

Other

155,528

Total expenses before expense reductions

10,401,713

Expense reductions

(262,587)

Total expenses after expense reductions

10,139,126

Net investment income (loss)

24,316,423

Realized and Unrealized Gain (Loss)

Net realized gain (loss) from:

Investments

(161,986,449)

Futures

2,731,204

Credit default swaps

10,699

Foreign currency

7,216,356

Payments by affiliates (see Note G)

640

 

(152,027,550)

Change in net unrealized appreciation (depreciation) on:

Investments

292,642,458

Futures

(2,289,617)

Credit default swaps

40,798

Foreign currency

(191,194)

 

290,202,445

Net gain (loss)

138,174,895

Net increase (decrease) in net assets resulting from operations

$ 162,491,318

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

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Years Ended October 31,

2009

2008

Operations:

Net investment income (loss)

$ 24,316,423

$ 38,515,728

Net realized gain (loss)

(152,027,550)

(59,700,867)

Change in net unrealized appreciation (depreciation)

290,202,445

(433,980,742)

Net increase (decrease) in net assets resulting from operations

162,491,318

(455,165,881)

Distributions to shareholders from:

Net investment income:

Class A

(13,882,537)

(27,869,661)

Class B

(258,855)

(846,131)

Class C

(160,007)

(432,663)

Class S

(4,511,663)

(9,054,876)

Institutional Class

(42,570)

(9,651)

Net realized gains:

Class A

(6,432,304)

Class B

(243,190)

Class C

(155,159)

Class S

(1,938,318)

Institutional Class

(1,890)

Tax return of capital:

Class A

(4,267,519)

Class B

(142,881)

Class C

(100,275)

Class S

(1,286,678)

Institutional Class

(1,317)

Total distributions

(18,855,632)

(52,782,513)

Fund share transactions:

Proceeds from shares sold

42,696,403

67,098,717

Net assets acquired in tax-free reorganization

59,603,712

Reinvestment of distributions

17,499,606

49,132,419

Cost of shares redeemed

(185,810,649)

(282,834,277)

Redemption fees*

10,445

Net increase (decrease) in net assets from Fund share transactions

(66,010,928)

(166,592,696)

Increase (decrease) in net assets

77,624,758

(674,541,090)

Net assets at beginning of period

1,100,389,404

1,774,930,494

Net assets at end of period (including undistributed net investment income of $15,741,322 and $6,941,906, respectively)

$ 1,178,014,162

$ 1,100,389,404

* Effective April 1, 2008, the Fund no longer imposed the 2% redemption fee on fund shares acquired on or after that date.

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

Financial Highlights

Class A

Years Ended October 31,

2009

2008

2007

2006

2005

Selected Per Share Data

Net asset value, beginning of period

$ 7.11

$ 10.25

$ 9.70

$ 8.99

$ 8.68

Income (loss) from investment operations:

Net investment incomea

.16

.23

.26

.23d

.21

Net realized and unrealized gain (loss)

.96

(3.05)

.61

.69

.31

Total from investment operations

1.12

(2.82)

.87

.92

.52

Less distributions from:

Net investment income

(.13)

(.23)

(.32)

(.21)

(.21)

Net realized gains

(.05)

Tax return of capital

(.04)

Total distributions

(.13)

(.32)

(.32)

(.21)

(.21)

Redemption fees

.00*

.00*

.00*

.00*

Net asset value, end of period

$ 8.10

$ 7.11

$ 10.25

$ 9.70

$ 8.99

Total Return (%)b,c

15.93

(28.25)

9.08

10.40d

5.97

Ratios to Average Net Assets and Supplemental Data

Net assets, end of period ($ millions)

885

815

1,299

1,367

1,459

Ratio of expenses before expense reductions (%)

.98

.99

.92

.97

.98

Ratio of expenses after expense reductions (%)

.97

.96

.92

.92

.96

Ratio of net investment income (%)

2.24

2.51

2.59

2.56d

2.40

Portfolio turnover rate (%)

204

276

188

98

158

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 Includes non-recurring income from the Advisor recorded as a result of an administrative proceeding regarding disclosure of brokerage allocation practices in connection with sales of DWS Funds. The non-recurring income resulted in an increase in net investment income of $0.007 per share and an increase in the ratio of net investment income of 0.07%. Excluding this non-recurring income, total return would have been 0.07% lower.

* Amount is less than $.005.

Class B

Years Ended October 31,

2009

2008

2007

2006

2005

Selected Per Share Data

Net asset value, beginning of period

$ 7.15

$ 10.30

$ 9.75

$ 9.01

$ 8.69

Income (loss) from investment operations:

Net investment incomea

.11

.22

.24

.21d

.16

Net realized and unrealized gain (loss)

.95

(3.07)

.60

.70

.30

Total from investment operations

1.06

(2.85)

.84

.91

.46

Less distributions from:

Net investment income

(.10)

(.21)

(.29)

(.17)

(.14)

Net realized gains

(.05)

Tax return of capital

(.04)

Total distributions

(.10)

(.30)

(.29)

(.17)

(.14)

Redemption fees

.00*

.00*

.00*

.00*

Net asset value, end of period

$ 8.11

$ 7.15

$ 10.30

$ 9.75

$ 9.01

Total Return (%)b,c

15.19

(28.34)

8.79

10.18d

5.30

Ratios to Average Net Assets and Supplemental Data

Net assets, end of period ($ millions)

17

22

52

77

114

Ratio of expenses before expense reductions (%)

1.90

1.90

1.89

1.99

1.94

Ratio of expenses after expense reductions (%)

1.69

1.13

1.13

1.16

1.54

Ratio of net investment income (%)

1.51

2.34

2.37

2.32d

1.82

Portfolio turnover rate (%)

204

276

188

98

158

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 Includes non-recurring income from the Advisor recorded as a result of an administrative proceeding regarding disclosure of brokerage allocation practices in connection with sales of DWS Funds. The non-recurring income resulted in an increase in net investment income of $0.007 per share and an increase in the ratio of net investment income of 0.07%. Excluding this non-recurring income, total return would have been 0.07% lower.

* Amount is less than $.005.

Class C

Years Ended October 31,

2009

2008

2007

2006

2005

Selected Per Share Data

Net asset value, beginning of period

$ 7.10

$ 10.22

$ 9.68

$ 8.97

$ 8.66

Income (loss) from investment operations:

Net investment incomea

.10

.15

.18

.16d

.14

Net realized and unrealized gain (loss)

.94

(3.03)

.59

.69

.30

Total from investment operations

1.04

(2.88)

.77

.85

.44

Less distributions from:

Net investment income

(.06)

(.15)

(.23)

(.14)

(.13)

Net realized gains

(.05)

Tax return of capital

(.04)

Total distributions

(.06)

(.24)

(.23)

(.14)

(.13)

Redemption fees

.00*

.00*

.00*

.00*

Net asset value, end of period

$ 8.08

$ 7.10

$ 10.22

$ 9.68

$ 8.97

Total Return (%)b

15.11

(28.85)c

8.05

9.52c,d

5.09c

Ratios to Average Net Assets and Supplemental Data

Net assets, end of period ($ millions)

22

18

31

33

38

Ratio of expenses before expense reductions (%)

1.81

1.82

1.75

1.77

1.86

Ratio of expenses after expense reductions (%)

1.81

1.82

1.75

1.76

1.78

Ratio of net investment income (%)

1.39

1.65

1.75

1.72d

1.58

Portfolio turnover rate (%)

204

276

188

98

158

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 Includes non-recurring income from the Advisor recorded as a result of an administrative proceeding regarding disclosure of brokerage allocation practices in connection with sales of DWS Funds. The non-recurring income resulted in an increase in net investment income of $0.007 per share and an increase in the ratio of net investment income of 0.07%. Excluding this non-recurring income, total return would have been 0.07% lower.

* Amount is less than $.005.

Class S

Years Ended October 31,

2009

2008

2007

2006

2005a

Selected Per Share Data

Net asset value, beginning of period

$ 7.11

$ 10.25

$ 9.71

$ 8.99

$ 8.98

Income (loss) from investment operations:

Net investment incomeb

.18

.25

.28

.25d

.14

Net realized and unrealized gain (loss)

.95

(3.06)

.60

.70

.04

Total from investment operations

1.13

(2.81)

.88

.95

.18

Less distributions from:

Net investment income

(.14)

(.24)

(.34)

(.23)

(.17)

Net realized gains

(.05)

Tax return of capital

(.04)

Total distributions

(.14)

(.33)

(.34)

(.23)

(.17)

Redemption fees

.00***

.00***

.00***

.00***

Net asset value, end of period

$ 8.10

$ 7.11

$ 10.25

$ 9.71

$ 8.99

Total Return (%)c

16.17

(28.11)

9.17

10.76d

1.97**

Ratios to Average Net Assets and Supplemental Data

Net assets, end of period ($ millions)

251

245

393

411

153

Ratio of expenses before expense reductions (%)

.80

.79

.73

.85

.79*

Ratio of expenses after expense reductions (%)

.72

.77

.73

.74

.74*

Ratio of net investment income (%)

2.48

2.70

2.78

2.74d

2.43*

Portfolio turnover rate (%)

204

276

188

98

158

a For the period from March 14, 2005 (commencement of operations of Class S shares) to October 31, 2005.

b Based on average shares outstanding during the period.

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

d Includes non-recurring income from the Advisor recorded as a result of an administrative proceeding regarding disclosure of brokerage allocation practices in connection with sales of DWS Funds. The non-recurring income resulted in an increase in net investment income of $0.007 per share and an increase in the ratio of net investment income of 0.07%. Excluding this non-recurring income, total return would have been 0.07% lower.

* Annualized

** Not annualized

*** Amount is less than $.005.

Institutional Class

Years Ended October 31,

2009

2008

2007

2006

2005

Selected Per Share Data

Net asset value, beginning of period

$ 7.12

$ 10.26

$ 9.72

$ 9.01

$ 8.70

Income (loss) from investment operations:

Net investment incomea

.19

.26

.29

.26c

.24

Net realized and unrealized gain (loss)

.95

(3.06)

.60

.69

.31

Total from investment operations

1.14

(2.80)

.89

.95

.55

Less distributions from:

Net investment income

(.15)

(.25)

(.35)

(.24)

(.24)

Net realized gains

(.05)

Tax return of capital

(.04)

Total distributions

(.15)

(.34)

(.35)

(.24)

(.24)

Redemption fees

.00*

.00*

.00*

.00*

Net asset value, end of period

$ 8.11

$ 7.12

$ 10.26

$ 9.72

$ 9.01

Total Return (%)

16.23

(27.99)b

9.32b

10.76b,c

6.32b

Ratios to Average Net Assets and Supplemental Data

Net assets, end of period ($ millions)

3

.27

.42

.42

.39

Ratio of expenses before expense reductions (%)

.57

.75

.68

.74

.69

Ratio of expenses after expense reductions (%)

.57

.71

.61

.60

.62

Ratio of net investment income (%)

2.63

2.76

2.89

2.88c

2.74

Portfolio turnover rate (%)

204

276

188

98

158

a Based on average shares outstanding during the period.

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

c Includes non-recurring income from the Advisor recorded as a result of an administrative proceeding regarding disclosure of brokerage allocation practices in connection with sales of DWS Funds. The non-recurring income resulted in an increase in net investment income of $0.007 per share and an increase in the ratio of net investment income of 0.07%. Excluding this non-recurring income, total return would have been 0.07% lower.

* Amount is less than $.005.

Notes to Financial Statements

A. Organization and Significant Accounting Policies

DWS Balanced Fund (the ``Fund'') is registered under the Investment Company Act of 1940, as amended (the ``1940 Act''), as an open-end, diversified management investment company organized as a Massachusetts business trust.

The Fund offers multiple classes of shares which provide investors with different purchase options. Class A shares are offered to investors subject to an initial sales charge. Class B shares are offered to investors without an initial sales charge but are subject to higher ongoing expenses than Class A shares and a contingent deferred sales charge payable upon certain redemptions. Class B shares automatically convert to Class A shares six years after issuance. Class C shares are offered to investors without an initial sales charge but are subject to higher ongoing expenses than Class A shares and a contingent deferred sales charge payable upon certain redemptions within one year of purchase. Class C shares do not automatically convert into another class. Institutional Class shares are offered to a limited group of investors, are not subject to initial or contingent deferred sales charges and have lower ongoing expenses than other classes. Class S shares are not subject to initial or contingent deferred sales charges and are generally not available to new investors except under certain circumstances.

Investment income, realized and unrealized gains and losses, and certain fund-level expenses and expense reductions, if any, are borne pro rata on the basis of relative net assets by the holders of all classes of shares, except that each class bears certain expenses unique to that class such as distribution and service fees, administration fee, services to shareholders and certain other class-specific expenses. Differences in class-level expenses may result in payment of different per share dividends by class. All shares of the Fund have equal rights with respect to voting subject to class-specific arrangements.

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

Security Valuation. Investments are stated at value determined as of the close of regular trading on the New York Stock Exchange on each day the exchange is open for trading. Equity securities and exchange traded funds ("ETFs") are valued at the most recent sale price or official closing price reported on the exchange (US or foreign) or over-the-counter market on which the security or ETF is traded most extensively. Securities and ETFs for which no sales are reported are valued at the calculated mean between the most recent bid and asked quotations on the relevant market or, if a mean cannot be determined, at the most recent bid quotation.

Debt securities are valued by independent pricing services approved by the Trustees of the Fund. If the pricing services are unable to provide valuations, the securities are valued at the average of the means based on the most recent bid or evaluated price, as applicable, obtained from one or more broker-dealers. Such services may use various pricing techniques which take into account appropriate factors such as yield, quality, coupon rate, maturity, type of issue, trading characteristics and other data, as well as broker quotes.

Money market instruments purchased with an original or remaining maturity of sixty days or less, maturing at par, are valued at amortized cost. Investments in open-end investments companies are valued at their net asset value each business day.

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

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

Foreign Currency Translations. The books and records of the Fund are maintained in US dollars. Investment securities and other assets and liabilities denominated in a foreign currency are translated into US dollars at the prevailing exchange rates at period end. Purchases and sales of investment securities, income and expenses are translated into US dollars at the prevailing exchange rates on the respective dates of the transactions.

Net realized and unrealized gains and losses on foreign currency transactions represent net gains and losses between trade and settlement dates on securities transactions, the disposition of forward foreign currency exchange contracts and foreign currencies, and the difference between the amount of net investment income accrued and the US dollar amount actually received. That portion of both realized and unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed but is included with net realized and unrealized gain/appreciation and loss/depreciation on investments.

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

Senior Loans. Senior loans are portions of loans originated by banks and sold in pieces to investors. These US dollar-denominated fixed and floating rate loans ("Loans") in which the Fund invests, are arranged through private negotiations between the borrower and one or more financial institutions ("Lenders"). The Fund invests in such Loans in the form of participations in Loans ("Participations") or assignments of all or a portion of loans from third parties ("Assignments"). Participations typically result in the Fund having a contractual relationship only with the Lender, not with the borrower. The Fund has the right to receive payments of principal, interest and any fees to which it is entitled from the Lender selling the Participation and only upon receipt by the Lender of the payments from the borrower. In connection with purchasing Participations, the Fund generally has no right to enforce compliance by the borrower with the terms of the loan agreement relating to the Loan, nor any rights of set-off against the borrower, and the Fund will not benefit directly from any collateral supporting the Loan in which it has purchased the Participation. As a result, the Fund assumes the credit risk of both the borrower and the Lender that is selling the Participation. Assignments typically result in the Fund having a direct contractual relationship with the borrower, and the Fund may enforce compliance by the borrower with the terms of the loan agreement. All Senior Loans involve interest rate risk, liquidity risk and credit risk, including the potential default or insolvency of the borrower.

Mortgage Dollar Rolls. The Fund may enter into mortgage dollar rolls in which the Fund sells to a bank or broker/dealer (the "counterparty") mortgage-backed securities for delivery in the current month and simultaneously contracts to repurchase similar, but not identical, securities on a fixed date. The counterparty receives all principal and interest payments, including prepayments, made on the security while it is the holder. The Fund receives compensation as consideration for entering into the commitment to repurchase. The compensation is paid in the form of a lower price for the security upon its repurchase, or alternatively, a fee. Mortgage dollar rolls may be renewed with a new sale and repurchase price and a cash settlement made at each renewal without physical delivery of the securities subject to the contract.

Certain risks may arise upon entering into mortgage dollar rolls from the potential inability of counterparties to meet the terms of their commitments. Additionally, the value of such securities may change adversely before the Fund is able to repurchase them. There can be no assurance that the Fund's use of the cash that it receives from a mortgage dollar roll will provide a return that exceeds its costs.

When-Issued/Delayed Delivery Securities. The Fund may purchase securities with delivery or payment to occur at a later date beyond the normal settlement period. At the time the Fund enters into a commitment to purchase a security, the transaction is recorded and the value of the security is reflected in the net asset value. The price of such security and the date when the security will be delivered and paid for are fixed at the time the transaction is negotiated. The value of the security may vary with market fluctuations. No interest accrues to the Fund until payment takes place. At the time the Fund enters into this type of transaction it is required to segregate cash or other liquid assets at least equal to the amount of the commitment.

Certain risks may arise upon entering into when-issued or delayed delivery securities from the potential inability of counterparties to meet the terms of their contracts or if the issuer does not issue the securities due to political, economic, or other factors. Additionally, losses may arise due to changes in the value of the underlying securities.

Derivatives. Authoritative accounting guidance requires that disclosures about the Fund's derivative and hedging activities and derivatives accounted for as hedging instruments must be disclosed separately from derivatives that do not qualify for hedge accounting. Because investment companies account for their derivatives at fair value and record any changes in fair value in current period earnings, the Fund's derivatives are not accounted for as hedging instruments. As such, even though the Fund may use derivatives in an attempt to achieve an economic hedge, the Fund's derivatives are not considered to be hedging instruments. The disclosure below is presented in accordance with authoritative accounting guidance.

Credit Default Swap Contracts. A credit default swap is a contract between a buyer and a seller of protection against pre-defined credit events for the reference entity. The Fund buys or sells credit default swap contracts to gain exposure to an underlying issuer's credit quality characteristics without directly investing in that issuer, or to hedge the risk of default on Fund securities. As a seller in the credit default swap contract, the Fund is required to pay the par (or other agreed-upon) value of the referenced entity to the counterparty with the occurrence of a credit event by a third party, such as a US or foreign corporate issuer, on the reference entity, which would likely result in a loss to the Fund. In return, the Fund receives from the counterparty a periodic stream of payments over the term of the contract provided that no credit event has occurred. If no credit event occurs, the Fund keeps the stream of payments with no payment obligations. The Fund also buys credit default swap contracts in order to hedge against the risk of a credit event on debt securities, in which case the Fund functions as the counterparty referenced above. This involves the risk that the contract may expire worthless. It also involves counterparty risk that the seller may fail to satisfy its payment obligations to the Fund with the occurrence of a credit event. When the Fund sells a credit default swap contract it will cover its commitment. This may be achieved by, among other methods, maintaining cash or liquid assets equal to the aggregate notional value of the reference entities for all outstanding credit default swap contracts sold by the Fund.

Credit default swap contracts are marked to market daily based upon quotations from a Board-approved pricing vendor and the change in value, if any, is recorded daily as unrealized gain or loss. An upfront payment made by the Fund is recorded as an asset in the Statement of Assets and Liabilities. An upfront payment received by the Fund is recorded as a liability in the Statement of Assets and Liabilities. Under the terms of the credit default swap contracts, the Fund receives or makes quarterly payments based on a specified interest rate on a fixed notional amount. These payments are recorded as a realized gain or loss in the Statement of Operations. Payments received or made as a result of a credit event or termination of the contract are recognized, net of a proportional amount of the upfront payment, as realized gains or losses.

There are no open credit default swap contracts as of October 31, 2009. For the year ended October 31, 2009, the Fund invested in credit default swap contracts with total notional values ranging from $0 to $310,000.

Futures Contracts. A futures contract is an agreement between a buyer or seller and an established futures exchange or its clearinghouse in which the buyer or seller agrees to take or make a delivery of a specific amount of a financial instrument at a specified price on a specific date (settlement date). The Fund uses futures contracts to gain exposure to different parts of the yield curve while managing overall duration, and to gain an exposure to a particular asset class or to keep cash on hand to meet shareholder redemptions or other needs while maintaining exposure to the stock market. The Fund enters into futures contracts on equity and fixed-income securities, including on financial indices, and security indices and on currency as part of its global tactical asset allocation overlay strategy. As part of this strategy, the Fund uses futures contracts to take advantage of short-term and medium-term inefficiencies and relative mispricings within the global equity, bond and currency markets.

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

Certain risks may arise upon entering into futures contracts, including the risk that an illiquid market will limit the Fund's ability to close out a futures contract prior to the settlement date and that a change in the value of a futures contract may not correlate exactly with the changes in the value of the underlying hedged security, index or currency. Risk of loss may exceed amounts recognized in the Statement of Assets and Liabilities.

A summary of the open futures contracts as of October 31, 2009 is included in a table following the Fund's Investment Portfolio. For the year ended October 31, 2009, the Fund invested in futures contracts with a total value ranging from approximately $293,188,000 to $596,753,000.

Forward Foreign Currency Exchange Contracts. A forward foreign currency exchange contract ("forward currency contract") is a commitment to purchase or sell a foreign currency at the settlement date at a negotiated rate. The Fund enters into forward currency contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign currency denominated portfolio holdings, to facilitate transactions in foreign currency denominated securities and to enhance the total returns. The Fund also enters into forward currency contracts as part of its global tactical asset allocation overlay strategy.

Forward currency contracts are valued at the prevailing forward exchange rate of the underlying currencies and unrealized gain (loss) is recorded daily. Certain risks may arise upon entering into forward currency contracts from the potential inability of counterparties to meet the terms of their contracts. The maximum counterparty credit risk to the Fund is measured by the unrealized gain on appreciated contracts. Additionally, when utilizing forward currency contracts to hedge, the Fund gives up the opportunity to profit from favorable exchange rate movements during the term of the contract.

A summary of the open forward foreign currency exchange contracts as of October 31, 2009 is included in a table following the Fund's Investment Portfolio. For the year ended October 31, 2009, the Fund invested in forward foreign currency exchange contracts with a total value ranging from approximately $72,982,000 to $124,041,000.

The following tables summarize the value of the Fund's derivative instruments held as of October 31, 2009 and the related location in the accompanying Statement of Assets and Liabilities, presented by primary underlying risk exposure:

Asset Derivatives

Forward Contracts

Futures Contracts

Total

Foreign Exchange Contracts (a)

$ 894,549

$ —

$ 894,549

Equity Contracts (b)

(686,311)

(686,311)

Interest Rate Contracts (b)

1,523,069

1,523,069

 

$ 894,549

$ 836,758

$ 1,731,307

Each of the above derivatives is located in the following Statement of Assets and Liabilities accounts:

(a) Unrealized appreciation on forward foreign currency exchange contracts

(b) Net unrealized appreciation (depreciation) on open futures contracts. Receivable for daily variation margin on open futures contracts reflects unsettled variation margin.

Liability Derivatives

Forward Contracts

Foreign Exchange Contracts (a)

$ (197,008)

 

$ (197,008)

Each of the above derivatives is located in the following Statement of Assets and Liabilities accounts:

(a) Unrealized depreciation on forward foreign currency exchange contracts

Additionally, the amount of unrealized and realized gains and losses on derivative instruments recognized in Fund earnings during the year ended October 31, 2009 and the related location in the accompanying Statement of Operations is summarized in the following tables by primary underlying risk exposure:

Realized Gain (Loss)

Forward Contracts

Swap Contracts

Futures Contracts

Total

Credit Contracts (a)

$ —

$ 10,699

$ —

$ 10,699

Foreign Exchange Contracts (b)

7,256,398

7,256,398

Equity Contracts (a)

5,978,461

5,978,461

Interest Rate Contracts (a)

(3,247,257)

(3,247,257)

 

$ 7,256,398

$ 10,699

$ 2,731,204

$ 9,998,301

Each of the above derivatives is located in the following Statement of Operations accounts:

(a) Net realized gain (loss) from credit default swaps and futures, respectively

(b) Net realized gain (loss) from foreign currency (Statement of Operations includes both forward currency contracts and foreign currency transactions).

Change in Net Unrealized Appreciation (Depreciation)

Forward Contracts

Swap Contracts

Futures Contracts

Total

Credit Contracts (a)

$ —

$ 40,798

$ —

$ 40,798

Equity Contracts (a)

(4,772,825)

(4,772,825)

Interest Rate Contracts (a)

2,483,208

2,483,208

Foreign Exchange Contracts (b)

(247,093)

(247,093)

 

$ (247,093)

$ 40,798

$ (2,289,617)

$ (2,495,912)

Each of the above derivatives is located in the following Statement of Operations accounts:

(a) Change in net unrealized appreciation (depreciation) on credit default swaps and futures, respectively

(b) Change in net unrealized appreciation (depreciation) on foreign currency (Statement of Operations includes both forward currency contracts and foreign currency transactions).

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

At October 31, 2009, the Fund had a net tax basis capital loss carryforward of approximately $216,837,000, including $10,349,000 inherited from its merger with DWS Value Builder Fund, which may be applied against any realized net taxable capital gains of each succeeding year until fully utilized or until October 31, 2015 ($3,597,000), October 31, 2016 ($55,109,000) and October 31, 2017 ($158,131,000), the respective expiration dates, whichever occurs first, subject to certain limitations under Section 381-384 of the Internal Revenue Service.

The Fund has reviewed the tax positions for the open tax years as of October 31, 2009 and has determined that no provision for income tax is required in the Fund's financial statements. The Fund's federal tax returns for the prior three fiscal years remain open subject to examination by the Internal Revenue Service.

Distribution of Income and Gains. Net investment income of the Fund, if any, is declared and distributed to shareholders quarterly. Net realized gains from investment transactions, in excess of available capital loss carryforwards, would be taxable to the Fund if not distributed, and, therefore, will be distributed to shareholders at least annually.

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

At October 31, 2009, the Fund's components of distributable earnings (accumulated losses) on a tax-basis were as follows:

Undistributed ordinary income*

$ 16,491,474

Capital loss carryforwards

$ (216,837,000)

Net unrealized appreciation (depreciation) on investments

$ 71,343,286

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

 

Years Ended October 31,

 

2009

2008

Distributions from ordinary income*

$ 18,855,632

$ 38,453,252

Distributions from long-term capital gains

$ —

$ 8,530,591

Tax return of capital

$ —

$ 5,798,670

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

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

Other. Investment transactions are accounted for on a trade date plus one basis for daily net asset value calculations. However, for financial reporting purposes, investment transactions are reported on trade date. Interest income is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date net of foreign withholding taxes. Certain dividends from foreign securities may be recorded subsequent to the ex-dividend date as soon as the Fund is informed of such dividends. Realized gains and losses from investment transactions are recorded on an identified cost basis. All premiums and discounts are amortized/accreted for financial reporting purposes, with the exception of securities in default of principal.

B. Purchases and Sales of Securities

During the year ended October 31, 2009, purchases and sales of investment securities (excluding short-term investments and US Treasury securities) aggregated $1,769,714,714 and $1,792,926,725, respectively. Purchases and sales of US Treasury securities aggregated $303,041,683 and $279,168,501, respectively.

C. Related Parties

Management Agreement. Under the Amended and Restated Management Agreement with Deutsche Investment Management Americas Inc. ("DIMA" or the "Advisor"), an indirect, wholly owned subsidiary of Deutsche Bank AG, the Advisor directs the investments of the Fund in accordance with its investment objectives, policies and restrictions. The Advisor determines the securities, instruments and other contracts relating to investments to be purchased, sold or entered into by the Fund or delegates such responsibility to the Fund's subadvisor. In addition to portfolio management services, the Advisor provides certain administrative services in accordance with the Amended and Restated Management Agreement.

Pursuant to a written contract with the Advisor, Deutsche Asset Management International GmbH ("DeAMi"), a direct, wholly owned subsidiary of Deutsche Bank AG, serves as the subadvisor to the Fund and is responsible for portfolio management of a portion of the large cap value allocation of the Fund. DeAMi is paid for its services by the Advisor from its fee as Investment Advisor to the Fund.

Under the Amended and Restated Management Agreement, the Fund pays a monthly management fee based on the Fund's average daily net assets, computed and accrued daily and payable monthly at the following rates:

First $1.5 billion of the Fund's average daily net assets

.370%

Next $500 million of such net assets

.345%

Next $1.5 billion of such net assets

.310%

Next $2.0 billion of such net assets

.300%

Next $2.0 billion of such net assets

.290%

Next $2.5 billion of such net assets

.280%

Next $2.5 billion of such net assets

.270%

Over $12.5 billion of such net assets

.260%

Accordingly, for the year ended October 31, 2009, the fee pursuant to the Management Agreement was equivalent to an annual effective rate of 0.37% of the Fund's average daily net assets.

For the period from November 1, 2008 through the expiration dates noted, the Advisor has contractually agreed to waive its fees and/or reimburse certain operating expenses of the Fund to the extent necessary to maintain the operating expenses (excluding certain expenses such as extraordinary expenses, taxes, brokerage and interest) of each class as follows:

 

 

Expiration Date

Class A

.93%

November 17, 2008

Class B

1.95%

September 30, 2009

Class S

.74%

July 14, 2009

For the period from October 1, 2009 through September 30, 2010, the Advisor has contractually agreed to waive its fees and/or reimburse certain operating expenses of Class B shares to the extent necessary to maintain the operating expenses (excluding certain expenses such as extraordinary expenses, taxes, brokerage and interest) at 2.01 %.

Administration Fee. Pursuant to an Administrative Services Agreement, DIMA provides most administrative services to the Fund. For all services provided under the Administrative Services Agreement, the Fund pays the Advisor an annual fee ("Administration fee") of 0.10% of the Fund's average daily net assets, computed and accrued daily and payable monthly. For the year ended October 31, 2009, the Administration Fee was $1,074,750, of which $102,813 is unpaid.

Service Provider Fees. DWS Investments Service Company ("DISC"), an affiliate of the Advisor, is the transfer agent, dividend-paying agent and shareholder service agent for the Fund. Pursuant to a sub-transfer agency agreement among DISC and DST Systems, Inc. ("DST"), DISC has delegated certain transfer agent, dividend-paying agent and shareholder service agent functions to DST. DISC compensates DST out of the shareholder servicing fee it receives from the Fund. For the year ended October 31, 2009, the amounts charged to the Fund by DISC were as follows:

Services to Shareholders

Total Aggregated

Waived

Unpaid at October 31, 2009

Class A

$ 1,375,345

$ 49,065

$ 231,908

Class B

64,248

12,243

Class C

48,024

8,728

Class S

551,966

175,288

83,509

Institutional Class

710

111

 

$ 2,040,293

$ 224,353

$ 336,499

Distribution and Service Fees. Under the Fund's Class B and C 12b-1 Plans, DWS Investments Distributors, Inc. ("DIDI"), an affiliate of the Advisor, receives a fee ("Distribution Fee") of 0.75% of average daily net assets of each of Class B and C shares shares. In accordance with the Fund's Underwriting and Distribution Services Agreement, DIDI enters into related selling group agreements with various firms at various rates for sales of Class B and C shares. For the period from November 1, 2008 through January 31, 2009, DIDI had voluntarily agreed to waive the 0.75% 12b-1 distribution fee for Class B shares only. For the year ended October 31, 2009, the Distribution Fee was as follows:

Distribution Fee

Total Aggregated

Waived

Unpaid at October 31, 2009

Class B

$ 137,937

$ 38,234

$ —

Class C

141,348

17,072

 

$ 279,285

$ 38,234

$ 17,072

In addition, DIDI provides information and administrative services for a fee ("Service Fee") to Class A, B and C shareholders at an annual rate of up to 0.25% of average daily net assets for each such class. DIDI in turn has various agreements with financial services firms that provide these services and pays these fees based upon the assets of shareholder accounts the firms service. For the year ended October 31, 2009, the Service Fee was as follows:

Service Fee

Total Aggregated

Unpaid at October 31, 2009

Annual Effective Rate

Class A

$ 1,933,752

$ 339,806

.24%

Class B

44,919

6,446

.24%

Class C

46,509

7,436

.25%

 

$ 2,025,180

$ 353,688

 

Underwriting and Contingent Deferred Sales Charge. DIDI is the principal underwriter for the Fund. Underwriting commissions paid in connection with the distribution of Class A shares for the year ended October 31, 2009 aggregated $27,097.

In addition, DIDI receives any contingent deferred sales charge ("CDSC") from Class B share redemptions occurring within six years of purchase and Class C share redemptions occurring within one year of purchase. There is no such charge upon redemption of any share appreciation or reinvested dividends. The CDSC is based on declining rates ranging from 4% to 1% for Class B and 1% for Class C, of the value of the shares redeemed. For the year ended October 31, 2009, the CDSC for Class B and C shares aggregated $33,993 and $623, respectively. A deferred sales charge of up to 1% is assessed on certain redemptions for Class A shares. For the year ended October 31, 2009, DIDI received $47 for Class A shares.

Typesetting and Filing Service Fees. Under an agreement with DIMA, DIMA is compensated for providing typesetting and certain regulatory, filing services to the Fund. For the year ended October 31, 2009, the amount charged to the Fund by DIMA included in the Statement of Operations under "reports to shareholders" aggregated $60,770, of which $14,734 is unpaid.

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

Affiliated Cash Management Vehicles. The Fund may invest uninvested cash balances in affiliated funds managed by the Advisor. Affiliated cash management vehicles do not pay the Advisor a management fee. The Fund currently invests in Central Cash Management Fund. Prior to October 2, 2009, the Fund invested in Cash Management QP Trust ("QP Trust"). Effective October 2, 2009, QP Trust merged into Central Cash Management Fund. Central Cash Management Fund seeks to provide a high level of current income consistent with liquidity and the preservation of capital.

D. Line of Credit

The Fund and other affiliated funds (the "Participants") share in a $450 million revolving credit facility provided by a syndication of banks. The Fund may borrow for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. The Participants are charged an annual commitment fee which is allocated based on net assets, among each of the Participants. Interest is calculated at a rate per annum equal to the sum of the Federal Funds Rate plus 1.25 percent plus if LIBOR exceeds the Federal Funds Rate the amount of such excess. The Fund may borrow up to a maximum of 33 percent of its net assets under the agreement.

E. Share Transactions

The following table summarizes share and dollar activity in the Fund:

 

Year Ended October 31, 2009

Year Ended October 31, 2008

 

Shares

Dollars

Shares

Dollars

Shares sold

Class A

4,224,282

$ 30,224,415

5,165,160

$ 47,909,912

Class B

251,709

1,806,583

246,224

2,284,341

Class C

345,357

2,432,886

318,017

2,950,515

Class S

1,140,565

8,232,064

1,500,840

13,953,949

Institutional Class

62

455

 

 

$ 42,696,403

 

$ 67,098,717

Shares issued in tax-free reorganization*

Class A

7,431,198

$ 51,798,537

Class B

177,610

1,243,213

Class C

425,411

2,960,757

Institutional Class

515,915

3,601,205

 

 

$ 59,603,712

 

$ —

Shares issued to shareholders in reinvestment of distributions

Class A

1,805,271

$ 12,945,097

3,860,707

$ 36,028,267

Class B

35,647

251,525

126,785

1,196,258

Class C

20,762

147,621

64,095

600,257

Class S

572,899

4,114,827

1,211,047

11,294,779

Institutional Class

5,315

40,536

1,380

12,858

 

 

$ 17,499,606

 

$ 49,132,419

Shares redeemed

Class A

(18,768,723)

$ (133,085,480)

(21,165,418)

$ (193,421,437)

Class B

(1,537,763)

(11,016,882)

(2,289,180)

(21,332,901)

Class C

(623,914)

(4,413,728)

(900,759)

(8,112,207)

Class S

(5,157,411)

(36,140,740)

(6,608,089)

(59,926,281)

Institutional Class

(140,358)

(1,153,819)

(4,170)

(41,451)

 

 

$ (185,810,649)

 

$ (282,834,277)

Redemption fees

 

$ —

 

$ 10,445

Net increase (decrease)

Class A

(5,307,972)

$ (38,117,431)

(12,139,551)

$ (109,475,455)

Class B

(1,072,797)

(7,715,561)

(1,916,171)

(17,852,257)

Class C

167,616

1,127,536

(518,647)

(4,561,432)

Class S

(3,443,947)

(23,793,849)

(3,896,202)

(34,674,959)

Institutional Class

380,934

2,488,377

(2,790)

(28,593)

 

 

$ (66,010,928)

 

$ (166,592,696)

* On April 17, 2009, DWS Value Builder Fund was acquired by the Fund through a tax-free reorganization (see Note F).

F. Fund Merger

On April 17, 2009, the Fund acquired all of the net assets of DWS Value Builder Fund pursuant to a plan of reorganization approved by shareholders on March 27, 2009. The acquisition was accomplished by a tax-free exchange of 7,460,097 Class A shares, 177,915 Class B shares, 421,956 Class C shares and 509,996 Institutional Class shares of DWS Value Builder Fund for 7,431,198 Class A shares, 177,610 Class B shares, 425,411 Class C shares and 515,915 Institutional Class shares of DWS Balanced Fund, respectively, outstanding on April 20, 2009. DWS Value Builder Fund's net assets at that date, $59,603,712, including $6,626,156 of net unrealized depreciation, were combined with those of the Fund. The aggregate net assets of the Fund immediately before the acquisition were $1,005,036,041. The combined net assets of the Fund immediately following the acquisition were $1,064,639,753.

G. Payments Made by Affiliates

During the year ended October 31, 2009, the Advisor fully reimbursed the Fund $640 for losses incurred on trades executed incorrectly. The amount of the losses was less than 0.01% of the Fund's average net assets, thus having no impact on the Fund's total return.

H. Review for Subsequent Events

Management has reviewed the events and transactions from November 1, 2009 through December 22, 2009, the date the financial statements were available to be issued for subsequent events, and has determined that there were no material events that would require disclosure in the Fund's financial statements through this date.

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Trustees of DWS Balanced Fund:

We have audited the accompanying statement of assets and liabilities of DWS Balanced Fund (the "Fund"), including the investment portfolio, as of October 31, 2009, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the periods indicated therein. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2009, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of DWS Balanced Fund at October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the periods indicated therein, in conformity with U.S. generally accepted accounting principles.

Boston, Massachusetts
December 22, 2009

 

bf_eny0

Tax Information (Unaudited)

For corporate shareholders, 58% of the income dividends paid during the Fund's fiscal year ended October 31, 2009, qualified for the dividends received deduction.

For federal income tax purposes, the Fund designates approximately $16,926,000, or the maximum amount allowable under tax law, as qualified dividend income.

A total of 7% of the dividends distributed during the fiscal year was derived from interest on US government securities, which is generally exempt from state income tax.

Please consult a tax advisor if you have questions about federal or state income tax laws, or on how to prepare your tax returns. If you have specific questions about your account, please call (800) 621-1048.

Investment Management Agreement Approval

The Board of Trustees, including the Independent Trustees, approved the renewal of your Fund's investment management agreement (the "Agreement") with Deutsche Investment Management Americas Inc. ("DWS") and sub-advisory agreement (the "Sub-Advisory Agreement" and together with the Agreement, the "Agreements") between DWS and Deutsche Asset Management International GmbH ("DeAMi"), an affiliate of DWS, in September 2009.

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

In September 2009, all but one of the Fund's Trustees were independent of DWS and its affiliates.

The Trustees meet frequently to discuss fund matters. Each year, the Trustees dedicate substantial time to contract review matters. Over the course of several months, the Board's Contract Committee, in coordination with the Board's Fixed Income and Quant Oversight Committee, reviewed comprehensive materials received from DWS, independent third parties and independent counsel. These materials included an analysis of the Fund's performance, fees and expenses, and profitability compiled by the Fund's independent fee consultant. The Board also received extensive information throughout the year regarding performance of the Fund.

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

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

Based on its evaluation of the information provided, the Contract Committee presented its findings and recommendations to the Independent Trustees as a group. The Independent Trustees reviewed the Contract Committee's findings and recommendations and presented their recommendations to the full Board.

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

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

Nature, Quality and Extent of Services. The Board considered the terms of the Agreements, including the scope of advisory services provided under the Agreements. The Board noted that, under the Agreements, DWS and DeAMi provide portfolio management services to the Fund and that, pursuant to a separate administrative services agreement, DWS provides administrative services to the Fund. The Board considered the experience and skills of senior management and investment personnel, the resources made available to such personnel, the ability of DWS and DeAMi to attract and retain high-quality personnel, and the organizational depth and stability of DWS and DeAMi. The Board reviewed the Fund's performance over short-term and long-term periods and compared those returns to various agreed-upon performance measures, including market indices and a peer universe compiled by the independent fee consultant using information supplied by Lipper Inc. ("Lipper"). The Board also noted that it has put into place a process of identifying "Focus Funds" (e.g., funds performing poorly relative to their benchmark or a peer universe compiled by Lipper), and receives more frequent reporting and information from DWS regarding such funds, along with DWS's remedial plans to address underperformance. The Board believes this process is an effective manner of identifying and addressing underperforming funds. Based on the information provided, the Board noted that for the one-, three- and five-year periods ended December 31, 2008, the Fund's performance (Class A shares) was in the 3rd quartile, 3rd quartile and 4th quartile, respectively, of the applicable Lipper universe (the 1st quartile being the best performers and the 4th quartile being the worst performers). The Board also observed that the Fund has underperformed its benchmark in each of the one-, three- and five-year periods ended December 31, 2008. The Board noted the disappointing investment performance of the Fund in recent periods and continued to discuss with senior management of DWS the factors contributing to such underperformance and actions being taken to improve performance. The Board recognized that DWS has made changes in the Fund's structure, including the addition of new asset classes in which the Fund may invest in April 2009.

On the basis of this evaluation and the ongoing review of investment results by the Board, the Board concluded that the nature, quality and extent of services provided by DWS and DeAMi historically have been and continue to be satisfactory.

Fees and Expenses. The Board considered the Fund's investment management fee schedule, sub-advisory fee schedule, operating expenses, and total expense ratios, and comparative information provided by Lipper and the independent fee consultant regarding investment management fee rates paid to other investment advisors by similar funds (1st quartile being the most favorable and 4th quartile being the least favorable). With respect to management fees paid to other investment advisors by similar funds, the Board noted that the contractual fee rates paid by the Fund, which include the 0.10% fee paid to DWS under the Fund's administrative services agreement, were lower than the median (1st quartile) of the applicable Lipper peer group (based on Lipper data provided as of December 31, 2008). With respect to the sub-advisory fee paid to DeAMi, the Board noted that the fee is paid by DWS out of its fee and not directly by the Fund. The Board concluded that the comparative Lipper operating expense data was of limited utility, as it likely significantly understated the current expense ratios of many peer funds due to the substantial declines in net assets as a result of market losses and net redemptions that many funds experienced between mid-September 2008 and March 2009 and that were not reflected in the data. The Board also noted that the expense limitation agreed to by DWS helped to ensure that the Fund's total (net) operating expenses would remain competitive.

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

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

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

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

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

Compliance. The Board considered the significant attention and resources dedicated by DWS to documenting and enhancing its compliance processes in recent years. The Board noted in particular (i) the experience and seniority of both DWS's chief compliance officer and the Fund's chief compliance officer; (ii) the large number of DWS compliance personnel; and (iii) the substantial commitment of resources by DWS and its affiliates to compliance matters.

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

Summary of Management Fee Evaluation by Independent Fee Consultant

October 9, 2009, As Revised November 20, 2009

Pursuant to an Order entered into by Deutsche Investment Management Americas and affiliates (collectively, "DeAM") with the Attorney General of New York, I, Thomas H. Mack, have been appointed the Independent Fee Consultant for the DWS Funds (formerly the DWS Scudder Funds). My duties include preparing an annual written evaluation of the management fees DeAM charges the Funds, considering among other factors the management fees charged by other mutual fund companies for like services, management fees DeAM charges other clients for like services, DeAM's costs of supplying services under the management agreements and related profit margins, possible economies of scale if a Fund grows larger, and the nature and quality of DeAM's services, including fund performance. This report summarizes my evaluation for 2009, including my qualifications, the evaluation process for each of the DWS Funds, consideration of certain complex-level factors, and my conclusions. I served in substantially the same capacity in 2007 and 2008.

Qualifications

For more than 35 years I have served in various professional capacities within the investment management business. I have held investment analysis and advisory positions, including securities analyst, portfolio strategist and director of investment policy with a large investment firm. I have also performed business management functions, including business development, financial management and marketing research and analysis.

Since 1991, I have been an independent consultant within the asset management industry. I have provided services to over 125 client organizations, including investment managers, mutual fund boards, product distributors and related organizations. Over the past ten years I have completed a number of assignments for mutual fund boards, specifically including assisting boards with management contract renewal.

I hold a Master of Business Administration degree, with highest honors, from Harvard University and Master of Science and Bachelor of Science (highest honors) degrees from the University of California at Berkeley. I am an independent director and audit committee financial expert for two closed-end mutual funds and serve in various leadership and financial oversight capacities with non-profit organizations.

Evaluation of Fees for each DWS Fund

My work focused primarily on evaluating, fund-by-fund, the fees charged to each of the 124 publicly offered Fund portfolios in the DWS Fund family. For each Fund, I considered each of the key factors mentioned above, as well as any other relevant information. In doing so I worked closely with the Funds' Independent Directors in their annual contract renewal process, as well as in their approval of contracts for several new funds (documented separately).

In evaluating each Fund's fees, I reviewed comprehensive materials provided by or on behalf of DeAM, including expense information prepared by Lipper Analytical, comparative performance information, profitability data, manager histories, and other materials. I also accessed certain additional information from the Lipper, Strategic Insight, and Morningstar databases and drew on my industry knowledge and experience.

To facilitate evaluating this considerable body of information, I prepared for each Fund a document summarizing the key data elements in each area as well as additional analytics discussed below. This made it possible to consider each key data element in the context of the others.

In the course of contract renewal, DeAM agreed to implement a number of fee and expense adjustments requested by the Independent Directors which will favorably impact future fees and expenses, and my evaluation includes the effects of these changes.

Fees and Expenses Compared with Other Funds

The competitive fee and expense evaluation for each fund focused on two primary comparisons:

The Fund's contractual management fee (the advisory fee plus the administration fee where applicable) compared with those of a group of typically 12-15 funds in the same Lipper investment category (e.g. Large Capitalization Growth) having similar distribution arrangements and being of similar size.

The Fund's total expenses compared with a broader universe of funds from the same Lipper investment category and having similar distribution arrangements.

These two comparisons provide a view of not only the level of the fee compared with funds of similar scale but also the total expense the Fund bears for all the services it receives, in comparison with the investment choices available in the Fund's investment category and distribution channel. The principal figure-of-merit used in these comparisons was the subject Fund's percentile ranking against peers.

DeAM's Fees for Similar Services to Others

DeAM provided management fee schedules for all of its US domiciled fund and non-fund investment management accounts in any of the investment categories where there is a DWS Fund. These similar products included the other DWS Funds, non-fund pooled accounts, institutional accounts and sub-advisory accounts. Using this information, I calculated for each Fund the fee that would be charged to each similar product, at the subject Fund's asset level.

Evaluating information regarding non-fund products is difficult because there are varying levels of services required for different types of accounts, with mutual funds generally requiring considerably more regulatory and administrative types of service as well as having more frequent cash flows than other types of accounts. Also, while mutual fund fees for similar fund products can be expected to be similar, there will be some differences due to different pricing conditions in different distribution channels (e.g. retail funds versus those used in variable insurance products), differences in underlying investment processes and other factors.

Costs and Profit Margins

DeAM provided a detailed profitability analysis for each Fund. After making some adjustments so that the presentation would be more comparable to the available industry figures, I reviewed profit margins from investment management alone, from investment management plus other fund services (excluding distribution) provided to the Funds by DeAM (principally shareholder services), and DeAM profits from all sources, including distribution. A later section comments on overall profitability.

Economies of Scale

Economies of scale — an expected decline in management cost per dollar of fund assets as fund assets grow — are very rarely quantified and documented because of inherent difficulties in collecting and analyzing relevant data. However, in virtually every investment category that I reviewed, larger funds tend to have lower fees and lower total expenses than smaller funds. To see how each DWS Fund compares with this industry observation, I reviewed:

The trend in Fund assets over the last five years and the accompanying trend in total expenses. This shows if the Fund has grown and, if so, whether total expense (management fees as well as other expenses) have declined as a percent of assets.

Whether the Fund has break-points in its management fee schedule, the extent of the fee reduction built into the schedule and the asset levels where the breaks take effect, and in the case of a sub-advised Fund how the Fund's break-points compare with those of the sub-advisory fee schedule.

How the Fund's contractual fee schedule compares with trends in the industry data. To accomplish this, I constructed a chart showing how actual latest-fiscal-year contractual fees of the Fund and of other similar funds relate to average fund assets, with the subject Fund's contractual fee schedule superimposed.

Quality of Service — Performance

The quality-of-service evaluation focused on investment performance, which is the principal result of the investment management service. Each Fund's performance was reviewed over the past 1, 3, 5 and 10 years, as applicable, and compared with that of other funds in the same investment category and with a suitable market index.

In addition, I calculated and reviewed risk-adjusted returns relative to an index of similar mutual funds' returns and a suitable market index. The risk-adjusted returns analysis provides a way of determining the extent to which the Fund's return comparisons are mainly the product of investment value-added (or lack thereof) or alternatively taking considerably more or less risk than is typical in its investment category.

I also received and considered the history of portfolio manager changes for each Fund, as this provided an important context for evaluating the performance results.

Complex-Level Considerations

While this evaluation was conducted mainly at the individual fund level, there are some issues relating to the reasonableness of fees that can alternatively be considered across the whole fund complex:

I reviewed DeAM's profitability analysis for all DWS Funds, with a view toward determining if the allocation procedures used were reasonable and how profit levels compared with public data for other investment managers.

I considered whether DeAM and affiliates receive any significant ancillary or "fall-out" benefits that should be considered in interpreting the direct profitability results. These would be situations where serving as the investment manager of the Funds is beneficial to another part of the Deutsche Bank organization.

I considered how aggregated DWS Fund expenses had varied over the years, by asset class and in the context of trends in asset levels.

I reviewed the structure of the DeAM organization, trends in staffing levels, and information on compensation of investment management and other professionals compared with industry data.

Findings

Based on the process and analysis discussed above, which included reviewing a wide range of information from management and external data sources and considering among other factors the fees DeAM charges other clients, the fees charged by other fund managers, DeAM's costs and profits associated with managing the Funds, economies of scale, possible fall-out benefits, and the nature and quality of services provided, in my opinion the management fees charged the DWS Funds are reasonable.

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Thomas H. Mack

Board Members and Officers

The following table presents certain information regarding the Board Members and Officers of the Trust as of October 31, 2009. Each Board Member's year of birth is set forth in parentheses after his or her name. Unless otherwise noted, (i) each Board Member has engaged in the principal occupation(s) noted in the table for at least the most recent five years, although not necessarily in the same capacity; and (ii) the address of each Independent Board Member is c/o Dawn-Marie Driscoll, PO Box 100176, Cape Coral, FL 33904. Except as otherwise noted below, the term of office for each Board Member is until the election and qualification of a successor, or until such Board Member sooner dies, resigns, is removed or as otherwise provided in the governing documents of the fund. Because the fund does not hold an annual meeting of shareholders, each Board Member will hold office for an indeterminate period. The Board Members may also serve in similar capacities with other funds in the fund complex. The Length of Time Served represents the year in which the Board Member joined the board of one or more DWS funds now overseen by the Board.

Independent Board Members

Name, Year of Birth, Position with the Fund and Length of Time Served1

Business Experience and Directorships During the Past Five Years

Number of Funds in DWS Fund Complex Overseen

Paul K. Freeman (1950)

Chairperson since 20092

Board Member since 1993

Consultant, World Bank/Inter-American Development Bank; Governing Council of the Independent Directors Council (governance, executive committees); formerly, Project Leader, International Institute for Applied Systems Analysis (1998-2001); Chief Executive Officer, The Eric Group, Inc. (environmental insurance) (1986-1998)

125

John W. Ballantine (1946)

Board Member since 1999

Retired; formerly, Executive Vice President and Chief Risk Management Officer, First Chicago NBD Corporation/The First National Bank of Chicago (1996-1998); Executive Vice President and Head of International Banking (1995-1996). Directorships: Healthways, Inc. (provider of disease and care management services); Portland General Electric (utility company); Stockwell Capital Investments PLC (private equity). Former Directorships: First Oak Brook Bancshares, Inc. and Oak Brook Bank

125

Henry P. Becton, Jr. (1943)

Board Member since 1990

Vice Chair, WGBH Educational Foundation. Directorships: Association of Public Television Stations; Becton Dickinson and Company3 (medical technology company); Belo Corporation3 (media company); Public Radio International; PRX, The Public Radio Exchange; The PBS Foundation. Former Directorships: Boston Museum of Science; American Public Television; Concord Academy; New England Aquarium; Mass. Corporation for Educational Telecommunications; Committee for Economic Development; Public Broadcasting Service

125

Dawn-Marie Driscoll (1946)

Board Member since 1987

President, Driscoll Associates (consulting firm); Executive Fellow, Center for Business Ethics, Bentley University; formerly, Partner, Palmer & Dodge (1988-1990); Vice President of Corporate Affairs and General Counsel, Filene's (1978-1988). Directorships: Trustee of 20 open-end mutual funds managed by Sun Capital Advisers, Inc. (since 2007); Director of ICI Mutual Insurance Company (since 2007); Advisory Board, Center for Business Ethics, Bentley University; Trustee, Southwest Florida Community Foundation (charitable organization). Former Directorships: Investment Company Institute (audit, executive, nominating committees) and Independent Directors Council (governance, executive committees)

125

Keith R. Fox (1954)

Board Member since 1996

Managing General Partner, Exeter Capital Partners (a series of private equity funds). Directorships: Progressive Holding Corporation (kitchen goods importer and distributor); Natural History, Inc. (magazine publisher); Box Top Media Inc. (advertising); The Kennel Shop (retailer)

125

Kenneth C. Froewiss (1945)

Board Member since 2001

Adjunct Professor of Finance, NYU Stern School of Business (September 2009-present; Clinical Professor from 1997-September 2009); Member, Finance Committee, Association for Asian Studies (2002-present); Director, Mitsui Sumitomo Insurance Group (US) (2004-present); prior thereto, Managing Director, J.P. Morgan (investment banking firm) (until 1996)

125

Richard J. Herring (1946)

Board Member since 1990

Jacob Safra Professor of International Banking and Professor, Finance Department, The Wharton School, University of Pennsylvania (since July 1972); Co-Director, Wharton Financial Institutions Center (since July 2000); Director, Japan Equity Fund, Inc. (since September 2007), Thai Capital Fund, Inc. (since September 2007), Singapore Fund, Inc. (since September 2007). Formerly, Vice Dean and Director, Wharton Undergraduate Division (July 1995-June 2000); Director, Lauder Institute of International Management Studies (July 2000-June 2006)

125

William McClayton (1944)

Board Member since 2004

Managing Director, Diamond Management & Technology Consultants, Inc. (global management consulting firm) (2001-present); Directorship: Board of Managers, YMCA of Metropolitan Chicago; formerly: Senior Partner, Arthur Andersen LLP (accounting) (1966-2001); Trustee, Ravinia Festival

125

Rebecca W. Rimel (1951)

Board Member since 1995

President and Chief Executive Officer, The Pew Charitable Trusts (charitable organization) (1994 to present); Trustee, Thomas Jefferson Foundation (charitable organization) (1994 to present); Trustee, Executive Committee, Philadelphia Chamber of Commerce (2001-2007); Trustee, Pro Publica (2007-present) (charitable organization); Director, CardioNet, Inc.3 (2009-present) (health care). Formerly, Executive Vice President, The Glenmede Trust Company (investment trust and wealth management) (1983-2004); Board Member, Investor Education (charitable organization) (2004-2005); Director, Viasys Health Care3 (January 2007-June 2007)

125

William N. Searcy, Jr. (1946)

Board Member since 1993

Private investor since October 2003; Trustee of 20 open-end mutual funds managed by Sun Capital Advisers, Inc. (since October 1998). Formerly, Pension & Savings Trust Officer, Sprint Corporation3 (telecommunications) (November 1989-September 2003)

125

Jean Gleason Stromberg (1943)

Board Member since 1997

Retired. Formerly, Consultant (1997-2001); Director, US Government Accountability Office (1996-1997); Partner, Fulbright & Jaworski, L.L.P. (law firm) (1978-1996). Directorships: The William and Flora Hewlett Foundation; Business Leadership Council, Wellesley College. Former Directorships: Service Source, Inc., Mutual Fund Directors Forum (2002-2004), American Bar Retirement Association (funding vehicle for retirement plans) (1987-1990 and 1994-1996)

125

Robert H. Wadsworth

(1940)

Board Member since 1999

President, Robert H. Wadsworth & Associates, Inc. (consulting firm) (1983 to present); Director, The Phoenix Boys Choir Association

128

Interested Board Member

Name, Year of Birth, Position with the Fund and Length of Time Served1

Business Experience and Directorships During the Past Five Years

Number of Funds in Fund Complex Overseen

Axel Schwarzer4 (1958)

Board Member since 2006

Managing Director5, Deutsche Asset Management; Vice Chairman5 of Deutsche Asset Management and Member of the Management Board of DWS Investments, responsible for Global Relationship Management; formerly: Head of Deutsche Asset Management Americas (2005-2009); CEO of DWS Investments (2005-2009); board member of DWS Investments, Germany (1999-2005); Head of Sales and Product Management for the Retail and Private Banking Division of Deutsche Bank in Germany (1997-1999); various strategic and operational positions for Deutsche Bank Germany Retail and Private Banking Division in the field of investment funds, tax driven instruments and asset management for corporates (1989-1996)

125

Officers6

Name, Year of Birth, Position with the Fund and Length of Time Served7

Principal Occupation(s) During Past 5 Years and Other Directorships Held

Michael G. Clark8 (1965)

President, 2006-present

Managing Director5, Deutsche Asset Management (2006-present); President of DWS family of funds; Director, ICI Mutual Insurance Company (since October 2007); formerly, Director of Fund Board Relations (2004-2006) and Director of Product Development (2000-2004), Merrill Lynch Investment Managers; Senior Vice President Operations, Merrill Lynch Asset Management (1999-2000)

John Millette9 (1962)

Vice President and Secretary, 1999-present

Director5, Deutsche Asset Management

Paul H. Schubert8 (1963)

Chief Financial Officer, 2004-present

Treasurer, 2005-present

Managing Director5, Deutsche Asset Management (since July 2004); formerly, Executive Director, Head of Mutual Fund Services and Treasurer for UBS Family of Funds (1998-2004); Vice President and Director of Mutual Fund Finance at UBS Global Asset Management (1994-1998)

Caroline Pearson9 (1962)

Assistant Secretary, 1997-present

Managing Director5, Deutsche Asset Management

Rita Rubin10 (1970)

Assistant Secretary, 2009-present

Vice President and Counsel, Deutsche Asset Management (since October 2007); formerly, Vice President, Morgan Stanley Investment Management (2004-2007); Attorney, Shearman & Sterling LLP (2004); Director and Associate General Counsel, UBS Global Asset Management (US) Inc. (2001-2004)

Paul Antosca9 (1957)

Assistant Treasurer, 2007-present

Director5, Deutsche Asset Management (since 2006); Vice President, The Manufacturers Life Insurance Company (U.S.A.) (1990-2006)

Jack Clark9 (1967)

Assistant Treasurer, 2007-present

Director5, Deutsche Asset Management (since 2007); formerly, Vice President, State Street Corporation (2002-2007)

Diane Kenneally9 (1966)

Assistant Treasurer, 2007-present

Director5, Deutsche Asset Management

Jason Vazquez10 (1972)

Anti-Money Laundering Compliance Officer, 2007-present

Vice President, Deutsche Asset Management (since 2006); formerly, AML Operations Manager for Bear Stearns (2004-2006), Supervising Compliance Principal and Operations Manager for AXA Financial (1999-2004)

Robert Kloby10 (1962)

Chief Compliance Officer, 2006-present

Managing Director5, Deutsche Asset Management

J. Christopher Jackson10 (1951)

Chief Legal Officer, 2006-present

Director5, Deutsche Asset Management (2006-present); formerly, Director, Senior Vice President, General Counsel and Assistant Secretary, Hansberger Global Investors, Inc. (1996-2006); Director, National Society of Compliance Professionals (2002-2005) (2006-2009)

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

2 Mr. Freeman assumed the Chairperson role as of January 1, 2009. Prior to that Ms. Driscoll served as Chairperson of certain DWS funds since 2004.

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

4 Effective November 18, 2009, Mr. Schwarzer resigned from the Board. The mailing address of Mr. Schwarzer is DWS Investment GmbH, Mainzer Landstr. 178-190, Floor 5C, 60327 Frankfurt am Main, Germany. Mr. Schwarzer was an interested Board Member by virtue of his positions with Deutsche Asset Management. As an interested person, Mr. Schwarzer received no compensation from the fund.

5 Executive title, not a board directorship.

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

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

8 Address: 345 Park Avenue, New York, New York 10154.

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

10 Address: 280 Park Avenue, New York, New York 10017.

The fund's Statement of Additional Information ("SAI") includes additional information about the Board Members. The SAI is available, without charge, upon request. If you would like to request a copy of the SAI, you may do so by calling the following toll-free number: (800) 621-1048.

Account Management Resources

 

For More Information

The automated telephone system allows you to access personalized account information and obtain information on other DWS funds using either your voice or your telephone keypad. Certain account types within Classes A, B, C and S also have the ability to purchase, exchange or redeem shares using this system.

For more information, contact your financial advisor. You may also access our automated telephone system or speak with a DWS Investments representative by calling the appropriate number below:

For shareholders of Classes A, B, C and Institutional Class:

(800) 621-1048

For shareholders of Class S:

(800) 728-3337

Web Site

www.dws-investments.com

View your account transactions and balances, trade shares, monitor your asset allocation, and change your address, 24 hours a day.

Obtain prospectuses and applications, blank forms, interactive worksheets, news about DWS funds, subscription to fund updates by e-mail, retirement planning information, and more.

Written Correspondence

DWS Investments

PO Box 219151
Kansas City, MO 64121-9151

Proxy Voting

A description of the fund's policies and procedures for voting proxies for portfolio securities and information about how the fund voted proxies related to its portfolio securities during the 12-month period ended June 30 is available on our Web site — www.dws-investments.com (click on "proxy voting"at the bottom of the page) — or on the SEC's Web site — www.sec.gov. To obtain a written copy of the fund's policies and procedures without charge, upon request, call us toll free at (800) 621-1048.

Principal Underwriter

If you have questions, comments or complaints, contact:

DWS Investments Distributors, Inc.

222 South Riverside Plaza
Chicago, IL 60606-5808

(800) 621-1148

 

Class A

Class B

Class C

Class S

Institutional Class

Nasdaq Symbol

KTRAX

KTRBX

KTRCX

KTRSX

KTRIX

CUSIP Number

23336W 106

23336W 205

23336W 304

23336W 502

23336W 601

Fund Number

002

202

302

2033

1402

Notes

Notes

Notes

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ITEM 2.

CODE OF ETHICS

 

 

 

As of the end of the period, October 31, 2009, DWS Balanced Fund has a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its Principal Executive Officer and Principal Financial Officer.

 

There have been no amendments to, or waivers from, a provision of the code of ethics during the period covered by this report that would require disclosure under Item 2.

 

A copy of the code of ethics is filed as an exhibit to this Form N-CSR.

 

 

 

ITEM 3.

AUDIT COMMITTEE FINANCIAL EXPERT

 

 

 

The Funds’ audit committee is comprised solely of trustees who are “independent” (as such term has been defined by the Securities and Exchange Commission (“SEC”) in regulations implementing Section 407 of the Sarbanes-Oxley Act (the “Regulations”)). The Funds’ Board of Trustees has determined that there are several “audit committee financial experts” (as such term has been defined by the Regulations) serving on the Funds’ audit committee including Mr. William McClayton, the chair of the Funds’ audit committee. The SEC has stated that an audit committee financial expert is not an “expert” for any purpose, including for purposes of Section 11 of the Securities Act of 1933 and the designation or identification of a person as an audit committee financial expert pursuant to this Item 3 of Form N-CSR does not impose on such person any duties, obligations or liability that are greater than the duties, obligations and liability imposed on such person as a member of the audit committee and board of directors in the absence of such designation or identification.

 

 

ITEM 4.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

 

DWS BALANCED FUND

FORM N-CSR DISCLOSURE RE: AUDIT FEES

The following table shows the amount of fees that Ernst & Young LLP (“E&Y”), the Fund’s Independent Registered Public Accountant, billed to the Fund during the Fund’s last two fiscal years. The Audit Committee approved in advance all audit services and non-audit services that E&Y provided to the Fund.

Services that the Fund’s Independent Registered Public Accountant Billed to the Fund

Fiscal Year
Ended
October 31,

Audit Fees Billed to Fund

Audit-Related
Fees Billed to Fund

Tax Fees Billed to Fund

All
Other Fees Billed to Fund

2009

$74,627

$0

$10,176

$0

2008

$80,118

$0

$10,925

$0

 

The above "Tax Fees" were billed for professional services rendered for tax return preparation.

 

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

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

 

 

Fiscal Year
Ended
October 31,

Audit-Related
Fees Billed to Adviser and Affiliated Fund Service Providers

Tax Fees Billed to Adviser and Affiliated Fund Service Providers

All
Other Fees Billed to Adviser and Affiliated Fund Service Providers

2009

$0

$440,000

$0

2008

$0

$382,000

$0

 

The above “Tax Fees” were billed in connection with tax compliance services and agreed upon procedures.

 

Non-Audit Services

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

 

Fiscal Year
Ended
October 31,

Total
Non-Audit Fees Billed to Fund

(A)

Total Non-Audit Fees billed to Adviser and Affiliated Fund Service Providers (engagements related directly to the operations and financial reporting of the Fund)

(B)

Total Non-Audit Fees billed to Adviser and Affiliated Fund Service Providers (all other engagements)

(C)

Total of (A), (B)

and (C)

2009

$10,176

$440,000

$711,000

$1,161,176

2008

$10,925

$382,000

$1,474,733

$1,867,658

 

 

All other engagement fees were billed for services in connection with internal control reviews, agreed upon procedures and tax compliance for DIMA and other related entities that provide support for the operations of the Fund.

 

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

 

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

 

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

 

***

In connection with the audit of the 2008 and 2009 financial statements, the Fund entered into an engagement letter with E&Y. The terms of the engagement letter required by E&Y, and agreed to by the Audit Committee, include provisions in which the parties consent to the sole jurisdiction of federal courts in New York, Boston or the Northern District of Illinois, as well as a waiver of right to a trial by jury and an exclusion of punitive damages.

 

***

 

E&Y advised the Fund’s Audit Committee that E&Y had identified three matters that it determined to be inconsistent with the SEC’s auditor independence rules.

 

First, E&Y advised the Fund’s Audit Committee that, in 2007 and 2008, Deutsche Bank AG (“DB”) provided standard overdraft protection on a depository account to the E&Y member firm in India (“E&Y India”). DB is within the “Investment Company Complex” (as defined by SEC rules) and therefore covered by the SEC auditor independence rules applicable to the Fund. E&Y advised the Audit Committee that E&Y India utilized this arrangement twice in 2007; therefore, the arrangement constituted a lending type arrangement in violation of Rule 2-01(c)(1)(ii)(A) of Regulation S-X as described above. E&Y advised the Audit Committee that E&Y believes its independence has not been impacted as it relates to the audit of the Fund. In reaching this conclusion, E&Y noted a number of factors, including that the arrangement did not create a mutual or conflicting interest between E&Y and the Fund and that the arrangement did not involve the Fund, but rather affiliates of the Fund in the Investment Company Complex. E&Y informed the Audit Committee that E&Y India has cancelled the overdraft arrangement.

 

Second, E&Y advised the Fund’s Audit Committee that, in 2008, an E&Y professional purchased interests in a fund sponsored by a subsidiary of Deutsche Bank AG that is not audited by E&Y. Subsequent to the purchase, the E&Y professional became a Covered Person (as defined by SEC rules) of the Fund as a result of providing non-audit services to a DB entity within the Investment Company Complex. E&Y informed the Audit Committee that this investment constituted an investment in an affiliate of an audit client in violation of the Rule 2-01(c)(1) of Regulation S-X. E&Y advised the Audit Committee that E&Y believes its independence has not been impacted as it relates to the audit of the Fund. In reaching this conclusion, E&Y noted a number of factors, including that the E&Y professional did not have any financial interest in the Fund and was not involved with the provision of audit services to the Fund. E&Y informed the Audit Committee that the E&Y professional no longer provides any services to any entity within the Investment Company Complex and is no longer deemed to be a Covered Person with respect to the Fund.

 

Finally, E&Y advised the Fund’s Audit Committee that, in 2008, an E&Y professional whose spouse owned interests in two DWS Funds that are not audited by E&Y, became a Covered Person of the Fund as a result of providing attest services to a DB entity within the Investment Company Complex. E&Y informed the Audit Committee that this investment constituted an investment in an affiliate of an audit client in violation of the Rule 2-01(c)(1) of Regulation S-X. E&Y advised the Audit Committee that E&Y believes its independence has not been impacted as it relates to the audit of the Fund. In reaching this conclusion, E&Y noted a number of factors, including that the E&Y professional did not have any financial interest in the Fund and was not involved with the provision of audit services to the Fund. E&Y informed the Audit Committee that the E&Y professional no longer provides any services to any entity within the Investment Company Complex and is no longer deemed to be a Covered Person with respect to the Fund.

 

 

 

ITEM 5.

AUDIT COMMITTEE OF LISTED REGISTRANTS

 

 

 

Not Applicable

 

 

ITEM 6.

SCHEDULE OF INVESTMENTS

 

 

 

Not Applicable

 

 

ITEM 7.

DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES

 

 

 

Not applicable.

 

 

 

ITEM 8.

PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES

 

 

 

Not applicable.

 

 

 

ITEM 9.

PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS

 

 

 

Not Applicable.

 

 

ITEM 10.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

 

 

The primary function of the Nominating and Governance Committee is to identify and recommend individuals for membership on the Board and oversee the administration of the Board Governance Guidelines. Shareholders may recommend candidates for Board positions by forwarding their correspondence by U.S. mail or courier service to Chairman of the Board, P.O. Box 100176, Cape Coral, FL 33910.

 

 

ITEM 11.

CONTROLS AND PROCEDURES

 

 

 

(a)          The Chief Executive and Financial Officers concluded that the Registrant’s Disclosure Controls and Procedures are effective based on the evaluation of the Disclosure Controls and Procedures as of a date within 90 days of the filing date of this report.

 

 

 

(b)         There have been no changes in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal controls over financial reporting.

 

 

ITEM 12.

EXHIBITS

 

 

 

(a)(1)     Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.

 

 

 

(a)(2)     Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.

 

 

 

(b)          Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.

 

 

 


Form N-CSR Item F

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Registrant:

DWS Balanced Fund, a series of DWS Balanced Fund

 

 

 

 

By:

/s/Michael G. Clark

Michael G. Clark

President

 

 

Date:

December 30, 2009

 

 

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

 

Registrant:

DWS Balanced Fund, a series of DWS Balanced Fund

 

 

 

 

By:

/s/Michael G. Clark

Michael G. Clark

President

 

 

Date:

December 30, 2009

 

 

 

 

By:

/s/Paul Schubert

Paul Schubert

Chief Financial Officer and Treasurer

 

 

Date:

December 30, 2009